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

                                    FORM 10-Q

     [X]       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                     For the Quarter Ended December 31, 1996

                                       OR

     [ ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

          For the transition period from ______________ to ________________

                         Commission File Number 0-18865

                         LEASING TECHNOLOGY INCORPORATED
             (Exact name of registrant as specified in its charter)


              UTAH                                  87-0401400
 (State or other jurisdiction of    (I.R.S. Employer Identification Number)
  incorporation or organization)


       102 WEST 500  SOUTH,  SUITE  400,  SALT LAKE  CITY, UTAH, 84101
         (Address of principal executive offices, including zip code)

                                (801) 363-8961
              (Registrant's telephone number, including area code)


         Indicate  by check  mark  whether  the  registrant  has:  (1) filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
registrant  was  required to file such  reports);  and, (2) been subject to such
filing requirements for the past 90 days. Yes X No

         Number of shares  outstanding  of each of the  registrant's  classes of
common stock, as of the latest practicable date.


              Class                       Outstanding as of February 13, 1996
    Common Stock, par value $.001                     36,704,644

                                  
<PAGE>


                                TABLE OF CONTENTS
===============================================================================


Heading                                                                  Page
                          PART I. FINANCIAL STATEMENTS

Item 1.           Balance Sheets - December 31, 1996 and                 
                  March 31, 1996                                          4-5

                  Statements of Operations and  Accumulated  Deficit -
                  Nine months ended  December  31,  1996  and 1995 and 
                  three  months  ended December 31, 1996 and 1995         6-7


                  Statements of Cash Flows - Nine months ended December
                  31, 1996 and 1995 and three months ended December 31, 
                  1996 and 1995                                           8-9

                  Notes to Financial Statements                          10-17

Item 2.           Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                    18-20


                           PART II. OTHER INFORMATION

Item 1.           Legal Proceedings                                        20

Item 2.           Changes in Securities                                    21

Item 3.           Defaults Upon Senior Securities                          21

Item 4.           Submission of Matters to a Vote of Securities Holders    21

Item 5.           Other Information                                        21

Item 6.           Exhibits and Reports on Form 8-K                         21

                  SIGNATURES                                               22



<PAGE>

                                     PART I

Item 1.           Financial Statements

         The  following,  unaudited  Consolidated  Financial  Statements for the
period  ended  December  31,  1996,  include all  adjustments  which  management
believes  are  necessary  for  the  financial  statements  to  be  presented  in
conformity with generally accepted accounting principals.













                      (THIS SPACE INTENTIONALLY LEFT BLANK)









<PAGE>

                         LEASING TECHNOLOGY INCORPORATED
                           Consolidated Balance Sheets


                                     ASSETS
<TABLE>
<CAPTION>


                                                                              December 31,           March 31,
                                                                                 1996                   1996     
CURRENT ASSETS                                                                (Unaudited)

<S>                                                                        <C>                <C>             
  Cash                                                                     $        73,696    $        790,744
  Accounts receivable (Note 1)                                                      72,528              92,153
  Inventories (Note 1)                                                             560,965             748,010
  Marketable securities                                                             -                   58,024

     Total Current Assets                                                          707,189           1,688,931

PROPERTY AND EQUIPMENT (Note 1)

  Rental property                                                                   17,852              17,852
  Non-rental property                                                               62,022              52,414
  Total depreciable assets                                                          79,874              70,266
  Less: accumulated depreciation                                                   (66,813)            (63,901)
 
     Net Property and Equipment                                                     13,061               6,365

OTHER ASSETS

  Land held for development, net
    of long-term commitment payable (Notes 1, 6)                                11,220,339           5,287,605
  Deposits                                                                           1,970               1,970
 
     Total Other Assets                                                         11,222,309           5,289,575

     TOTAL ASSETS                                                          $    11,942,559    $      6,984,871

</TABLE>


    The accompanying notes are an integral part of these financial statements

<PAGE>

                         LEASING TECHNOLOGY INCORPORATED
                     Consolidated Balance Sheets (Continued)


                      LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>


                                                                             December 31,          March 31,
                                                                                 1996                1996     
CURRENT LIABILITIES                                                           (Unaudited)

<S>                                                                        <C>                <C>             
  Accounts payable - trade                                                 $       708,646    $        765,956
  Accrued interest payable                                                         814,196             551,986
  Current portion of notes payable (Note 4)                                        694,700           1,156,014
 
     Total Current Liabilities                                                   2,217,542           2,473,956

LONG-TERM DEBT

  Commission payable (Note 6)                                                       90,000              90,000
  Notes payable (Note 4)                                                         6,257,511           1,415,044

     Total Long-Term Debt                                                        6,347,511           1,505,044

     Total Liabilities                                                           8,565,053           3,979,000

COMMITMENTS AND CONTINGENCIES (NOTE 8)                                              -                   -     

MINORITY INTEREST (Note 1)                                                          -                   -     

STOCKHOLDERS' EQUITY (NOTE 5)

  Preferred stock, par value $0.001 per share: 10,000,000
   shares authorized; issued and outstanding: 102,220 and
   102,220 Class B shares, 150,000 and 150,000  Class C
   shares -0- and -0- Class A shares at December 31, 1996
   and March 31, 1996, respectively (in  order of liquidation
   rights) (See Note 7)                                                                252                 252
  Common stock, par value $0.001 per share: 125,000,000
   shares authorized; issued and outstanding: 36,704,644 and
   36,704,644 shares issued and 33,488,244 and 33,488,244
   shares outstanding at December 31, 1996 and March 31,
   1996, respectively                                                               36,705              36,705
  Additional paid-in capital                                                    12,991,439          11,910,212
  Accumulated deficit                                                           (9,650,890)         (8,941,298)

     Total Stockholders' Equity                                                  3,377,506           3,005,871

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $    11,942,559    $      6,984,871
</TABLE>


    The accompanying notes are an integral part of these financial statements
<PAGE>



                         LEASING TECHNOLOGY INCORPORATED
          Consolidated Statements of Operations and Accumulated Deficit
<TABLE>
<CAPTION>
                                           For the Nine Months Ended          For the Three Months Ended
                                                December 31,                          December 31,          
                                         1996                1995               1996               1995       
                                      (Unaudited)         (Unaudited)        (Unaudited)         (Unaudited)
INCOME
<S>                               <C>                 <C>                  <C>                <C>             
  Sales - real estate             $        274,000    $        669,661     $       113,000    $        320,160

     Total Income                          274,000             669,661             113,000             320,160

COST OF SALES
  Cost of sales - real estate              160,422             430,254              67,938             151,207

     Total Cost of Sales                   160,422             430,254              67,938             151,207

     Gross Profit                          113,578             239,407              45,062             168,953

GENERAL AND
 ADMINISTRATIVE
 EXPENSES
  Depreciation and
   amortization                              2,912               2,768               1,038               1,190
  General expenses                       1,043,397             538,303             272,414             205,473

     Total General and
      Administrative
      Expenses                           1,046,309             541,071             273,452             206,663

     Net Operating (Loss)                 (932,731)           (301,664)           (228,390)            (37,710)

OTHER INCOME AND
 (EXPENSES)
  Interest income                           35,026               5,639               9,798               2,184
  Other income                              15,892              -                    6,641              -
  Gain on sale of assets                   191,101             149,880              13,323              49,594
  Interest expense                         (18,880)            (21,296)             (5,850)             (7,410)

     Total Other Income
      and (Expenses)                       223,139             134,223              23,912              44,368

  Net (Loss) Before
   Income Tax                             (709,592)           (167,441)           (204,478)              6,658
  Less: Provisions for
   (Income Tax)                             -                   -                   -                   -     

NET (LOSS)                        $       (709,592)   $       (167,441)    $      (204,478)   $          6,658
</TABLE>


    The accompanying notes are an integral part of these financial statements

<PAGE>



                         LEASING TECHNOLOGY INCORPORATED
    Consolidated Statements of Operations and Accumulated Deficit (Continued)
<TABLE>
<CAPTION>
                                        For the Nine Months Ended             For the Three Months Ended
                                                December 31,                           December 31,          
                                         1996                1995               1996               1995       
                                      (Unaudited)         (Unaudited)        (Unaudited)         (Unaudited)

<S>                               <C>                 <C>                  <C>                <C>             
NET (LOSS)                        $       (709,592)   $       (167,441)    $      (204,478)   $          6,658

BEGINNING
 ACCUMULATED DEFICIT                    (8,941,298)         (5,155,153)         (9,446,412)         (5,329,252)

ENDING
 ACCUMULATED DEFICIT              $     (9,650,890)   $     (5,322,594)    $    (9,650,890)   $     (5,322,594)

EARNINGS (LOSS)
 PER SHARE                        $          (0.02)   $          (0.00)    $         (0.01)   $          (0.00)

WEIGHTED AVERAGE
 NUMBER OF SHARES
 OUTSTANDING                            33,488,244          36,704,644          33,488,244          36,704,644
</TABLE>


    The accompanying notes are an integral part of these financial statements

<PAGE>




                         LEASING TECHNOLOGY INCORPORATED
                      Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>

                                           For the Nine Months Ended             For the Three Months Ended
                                                  December 31,                           December 31,          
                                           1996                1995                 1996                1995       
                                        (Unaudited)         (Unaudited)          (Unaudited)         (Unaudited)
OPERATING ACTIVITIES
<S>                               <C>                 <C>                  <C>                <C>             
  Net loss                        $       (709,592)   $       (167,441)    $      (204,478)   $          6,658
  Adjustments to Reconcile
   Net Income to Net Cash
    Provided by Operating
    Activities:
  Depreciation and
   amortization                              2,912               2,768               1,038               1,190
  Decrease in inventory                    187,045             338,533             113,000             126,913
  (Increase) in accounts
   receivable                               19,625              41,737              24,250             (35,388)
  Increase in accounts
   payable and other
   current liabilities                     310,028              80,768             197,905            (128,048)
  Decrease (Increase) in
   other current assets                     59,024             (58,609)             58,024                 675

     Net Cash Provided
      (Used) by Operating
      Activities                          (130,958)            237,756            (189,739)            (28,000)

INVESTING ACTIVITIES
  Purchase of property
   and equipment                            (9,608)             (8,495)             (3,620)             (8,495)
  Investment in land                    (3,498,966)           (495,888)         (2,196,360)            (95,274)

     Net Cash Provided
      (Used) by Investing
      Activities                        (3,508,574)           (504,383)         (2,199,980)           (103,769)

FINANCING ACTIVITIES
  Preferred stock of
   subsidiary redeemed                     (12,500)             -                  (12,500)             -
  Stock offering costs                    (209,000)             -                  209,000              -
  Common stock of
   subsidiary issued for cash            1,046,521             168,383              -                   -
  Long-term borrowings                   2,833,805             250,000             275,000             250,000
  Payment on long-term
   debt                                   (736,342)            (25,626)           (235,628)            (15,735)
  Borrowings from related
   parties                                  -                  100,111              -                   79,764

     Net Cash Provided
      (Used) by Financing
      Activities                  $      2,922,484    $        492,868     $       235,872    $        314,029
</TABLE>

    The accompanying notes are an integral part of these financial statements

<PAGE>





                         LEASING TECHNOLOGY INCORPORATED
                Consolidated Statements of Cash Flows (Continued)
<TABLE>
<CAPTION>
                                           For the Nine Months Ended            For the Three Months Ended
                                                  December 31,                           December 31,          
                                           1996                1995               1996                 1995       
                                        (Unaudited)         (Unaudited)        (Unaudited)          (Unaudited)
<S>                               <C>                 <C>                 <C>                <C>   
Increase in Cash and
 Cash Equivalents                 $       (717,048)   $        226,241     $    (1,774,369)   $        182,260

Cash and Cash Equivalents,
 Beginning of Period                       790,744              16,994           1,848,065              60,975

Cash and Cash Equivalents,
 End of Period                    $         73,696    $        243,235     $        73,696    $        243,235

Cash Paid For:
  Interest                        $         18,880    $         64,649     $         5,850    $         50,678
  Income Taxes                              -                   -                   -                   -
</TABLE>


    The accompanying notes are an integral part of these financial statements

<PAGE>


                         LEASING TECHNOLOGY INCORPORATED
                 Notes to the Consolidated Financial Statements
                      March 31, 1996 and December 31, 1996


NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

             a. Organization

Leasing  Technology  Incorporated (the Company) was formed as a Utah corporation
on March  31,  1983 for the  purpose  of  leasing  equipment.  The  Company  has
significantly   increased  its  investing   activities   which  include  startup
companies,  real estate development,  and/or other projects.  Operations include
related and non related party transactions.

             b. Property and Equipment

Property  and  equipment  are  recorded  at cost.  When  assets  are  retired or
otherwise disposed of, the cost and related accumulated depreciation are removed
from the accounts, and any resulting gain or loss is reflected in income for the
period.

The costs of maintenance and repairs are charged to income as incurred. Renewals
and betterments are  capitalized  and  depreciated  over their estimated  useful
lives.

             c. Depreciation

Depreciation is computed using the  declining-balance  method over the estimated
useful life of the assets (usually three years).

             d. Earnings (Loss) Per Share

Earnings  (loss) per common  share is  computed  based on the  weighted  average
number of common shares outstanding during the period (there are no common stock
equivalents).

             e. Income Taxes

Income taxes consist of Federal Income and State  Franchise  taxes.  The Company
has elected a March 31 fiscal year-end.

The Company  accounts  for income  taxes under the  provisions  of  Statement of
Financial  Accounting  Standards  No.109 (SFAS No. 109),  "Accounting for Income
Taxes."

             f. Cash and Cash Equivalents

The Company  considers  all highly liquid  investments  with a maturity of three
months or less when purchased to be cash equivalents.

<PAGE>



                         LEASING TECHNOLOGY INCORPORATED
                 Notes to the Consolidated Financial Statements
                      March 31, 1996 and December 31, 1996


NOTE 1 -     SIGNIFICANT ACCOUNTING POLICIES (Continued)

             g. Estimates

Management  uses estimates and  assumptions in preparing  financial  statements.
Those  estimates  and  assumptions  affect  the  reported  amounts of assets and
liabilities,  the disclosure of commitments and contingencies,  and the reported
revenues and expenses.

             h. Concentrations of Risk

The Company  maintains its cash in bank deposit  accounts at high credit quality
financial  institutions.  The balances,  at times, may exceed federally  insured
limits.   At  March  31,  1996,  the  Company  exceeded  the  insured  limit  by
approximately $584,380.

The Company  builds and develops real  property in Southern  Utah. In the normal
course of business the Company extends secured credit to its customers.

             i. Principles of Consolidation

The accompanying  consolidated  financial  statements include Leasing Technology
Incorporated  and its subsidiary,  Golf Ventures,  Inc.  (GVI).  During the year
ended March 31, 1994, the Company  reduced  ownership in its subsidiary  TKI, to
the point where it no longer has control, therefore, its investment is accounted
for under the  equity  method.  Due to losses of TKI,  the  investment  has been
reduced to $0.

All  significant   intercompany   transactions   have  been  eliminated  in  the
consolidated   financial   statements.   The   only   significant   intercompany
transactions  are loans made by the Company to GVI. The notes  receivable on the
books of the Company and the accrued  interest  receivable  have been eliminated
against the liability on the books of the  subsidiaries  and the related accrued
interest payable. The interest income accrued by the Company has been eliminated
against the interest expense accrued by the subsidiary.

             j. Inventories

Inventories  are  stated  at the lower of cost or  market  using  the  first-in,
first-out method. Inventories consist of the following:

                                              December 31,          March 31,
                                                  1996                 1996     

      Real estate held for resale      $        560,965   $          748,010

            Total inventory            $        560,965   $          748,010

<PAGE>






                         LEASING TECHNOLOGY INCORPORATED
                 Notes to the Consolidated Financial Statements
                      March 31, 1996 and December 31, 1996


NOTE 1 -     SIGNIFICANT ACCOUNTING POLICIES (Continued)

             k. Income Recognition

GVI  recognizes  gain on real estate sales in accordance  with the provisions of
FASB-66.

             l. Accounts Receivable

Accounts  receivable  are shown net of the  allowance for bad debts of $5,000 at
March 31, 1996 and December 31, 1996.

NOTE  2 - COMMON STOCK ISSUED BUT NOT OUTSTANDING

The Company has issued  3,216,400 shares of common stock which have been offered
to the holders of the class "B" preferred stock and the  debentures.  The shares
have not been accepted by the holders of those investments as of the date of the
financial statements.

NOTE  3 - INCOME TAXES

The Company had net  operating  loss  carry-forwards  available to offset future
taxable  income.   The  Company  has  net  operating  loss   carry-forwards   of
approximately   $8,500,000   to  offset   future  tax   liabilities.   The  loss
carry-forwards will begin to expire in 2007.

Deferred  income taxes  payable are made up of the  estimated  federal and state
income taxes on items of income and expense  which due to temporary  differences
between books and taxes are deferred.  The temporary  differences  are primarily
caused by the use of the equity method for reporting investment in subsidiaries.

The source and deferred tax effect of these differences are as follows:

                                             December 31,         March 31,
                                                1996                1996      
      Net operating loss carryover
       equity subsidiary *                $    (53,373)        $   (53,373)

      Deferred income taxes payable       $        -           $       -     


     * (Note - no deferred  tax asset is recorded in  accordance  with  F.A.S.B.
109, because it can not be reasonably  determined if the net operating loss will
be useable.)

<PAGE>


                         LEASING TECHNOLOGY INCORPORATED
                 Notes to the Consolidated Financial Statements
                      March 31, 1996 and December 31, 1996


NOTE 4 -     NOTES PAYABLE

             Notes payable are comprised of the following:
<TABLE>
<CAPTION>

                                                                       December 31,         March 31,
                                                                         1996                1996       

            <S>                                                   <C>                 <C>    
             Convertible subordinated debentures, 
               due June 30, 1996 bearing interest at
               12% per annum.  Interest payable
               quarterly, secured by land.                         $        185,000   $          210,500
 
             Promissory note payments through August
               15, 2016 at $30,524 per year including
               interest at 10% per annum.                                   201,890              204,435

             Promissory note secured by land, bearing
               interest at 9.75%, payable in full including
               accrued interest on June 18, 1997.                         1,188,805              355,000

             Trust deed note secured by land.  Interest
              accrued at 10% per annum, payable monthly
              at $5,000 per month through January 30, 1996
              at which time the balance including accrued
              interest will be due.                                          -                   401,366

             Trust deed note payable, secured by land.
              Interest accrued at 8% per annum.  Payable
              $100,000 per year plus the accrued interest
              for that year.                                                359,370              459,370

             Note payable bearing interest at 13.75%,
               monthly payments of $331 through
               February 1998, secured by personal
               property of officers.                                          6,484                7,452

             Trust deed note, secured by land and 50,000
              shares of the Company's common stock.
              Interest accrued at 15% per annum.  Principal
              and interest due May 31, 1995.                                 80,470              211,433

             Page totals                                           $      2,022,019   $        1,849,556
</TABLE>

<PAGE>





                         LEASING TECHNOLOGY INCORPORATED
                 Notes to the Consolidated Financial Statements
                      March 31, 1996 and December 31, 1996

<TABLE>
<CAPTION>

NOTE 4 -     NOTES PAYABLE (Continued)
                                                                        December 31,           March 31,
                                                                            1996                 1996       

             <S>                                                  <C>                <C>               
             Balance forward                                       $      2,022,019   $        1,849,556

             Purchase contract and note secured by
              land.  Interest accrued at 10% per annum,
              payable monthly at $25,000 per month
              until May 15, 1998, at which time the
              balance including accrued interest will
              be due.                                                     2,283,690               -
 
             Promissory note secured by land.  Interest
               accrued at 10% per annum, payable in
               shares of the Company's common stock.
               $120,000 plus a percentage of the proceeds
               of lot sales payable annually beginning on
               February 1, 1991 through February 1, 1997
               at which time the balance will be due as a
               balloon payment.  $2,000 from each Red
               Hawk lot sale also applies to the note.                      646,502              721,502

             Trust deed note, dated June 10, 1996, to be
              repaid after 36 months.  The note is secured
              by a trust deed on 616 acres of the Red Hawk
              property.  The note bears interest at 10.5%
              per annum which is payable monthly.                         2,000,000               -     

             Subtotal                                                     6,952,211            2,571,058

             Less current portion                                          (694,700)          (1,156,014)

             Long-term portion                                     $      6,257,511   $        1,415,044

</TABLE>


             Maturities of long-term debt are as follows:

                      March 31,        1996              $          694,700
                                       1997                       1,147,677
                                       1998                       2,516,881
                                       1999                       2,196,884
                                       2000                         145,936
                                       Thereafter                   250,133

                                                         $        6,952,211

<PAGE>



                         LEASING TECHNOLOGY INCORPORATED
                 Notes to the Consolidated Financial Statements
                      March 31, 1996 and December 31, 1996


NOTE 5 - STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                                                                                  Total
                                           Common Stock         Preferred Stock    Additional                    Stock-
                                        Shares                Shares                Paid-in     Accumulated      holders'
                                       (in 000s)   Amount    (in 000s)    Amount    Capital       Deficit         Equity

<S>                                     <C>      <C>            <C>   <C>       <C>            <C>            <C>        
 Balance, March 31, 1995                 36,705   $ 36,705       252   $    252  $  7,679,394   $(5,155,153)   $ 2,561,198

 Capital contributed by stock
  issuances of the subsidiary            -          -         -          -          4,230,818        -           4,230,818

 Net (loss)                              -          -         -          -             -         (3,786,145)    (3,786,145)

 Balance, March 31, 1996                 36,705     36,705       252        252    11,910,212    (8,941,298)     3,005,871

 Capital contributed by stock
  issuances of the subsidiary            -          -         -          -          1,081,227        -           1,081,227

 Net (loss)                              -          -         -          -             -           (709,592)      (709,592)

 Balance, December 31, 1996              36,705   $ 36,705       252   $    252  $ 12,991,439   $(9,650,890)   $ 3,377,506
</TABLE>

<PAGE>




                         LEASING TECHNOLOGY INCORPORATED
                 Notes to the Consolidated Financial Statements
                      March 31, 1996 and December 31, 1996


NOTE 6 - LAND HELD FOR DEVELOPMENT

On March 30,  1990 the  Company  purchased  486 acres  from Karl  Stucki and the
Stucki Family Trust for $3,004,356,  and on July 31, 1990 the Company  purchased
130 acres from Dynamic American  Corporation for $610,000 which makes up the Red
Hawk  real  estate   development.   On  December  28,  1992,  this  real  estate
development,  together with Cotton  Manor/Cotton  Acres was  transferred to Golf
Ventures,  Inc. (GVI) in exchange for 654,746  (post-split) shares of GVI common
stock.  The Red Hawk land (616  acres) is  undeveloped,  and in order for GVI to
realize its investment, adequate financing will need to be obtained.

The purchase price was comprised as follows:

        Cash                                            $         49,356
        Assumption of commission obligation                       90,000
        Trust deed note:
         Stucki Income Trust                                   2,865,000

                        Total                           $      3,004,356

For  the  year  ended  March  31,  1996  the  Company  capitalized  $514,687  in
construction  period  interest  costs.  The  costs of the land is less  than the
estimated net realizable value of the land.

NOTE 7 - PREFERRED STOCK

The shareholders of the Company have authorized  10,000,000  shares of preferred
stock with a par value of  $0.001.  The terms of the  preferred  stock are to be
determined when issued by the board of directors of the Company.

            CLASS A:

There are no Class A preferred shares presently outstanding.

            CLASS B:

Each share of Class "B" preferred stock may, at the option of the holder thereof
any time on or before March 31, 1995, be converted  into shares of the Company's
common stock, none of the shares were converted.


<PAGE>




                         LEASING TECHNOLOGY INCORPORATED
                 Notes to the Consolidated Financial Statements
                      March 31, 1996 and December 31, 1996


NOTE 7 -     PREFERRED STOCK (Continued)

             CLASS C:

In September 1991, the Company purchased the Cotton Manor real estate project as
follows:

             Cash                                       $     23,601
             Debt assumed                                    431,449
             Promissory note                               1,387,000
             Class "C" preferred stock                       750,000

                                                          $2,592,050

The Company delivered to the seller, 150,000 shares of authorized but previously
unissued Class "C" preferred stock,  which for the purpose of the agreement were
valued  at $5.00  per  share or a total of  $750,000.  The  shares  of Class "C"
preferred stock may be redeemed by the Company at any time prior to September 3,
1997, by the Company paying to the seller or its assigns,  the sum of $5.50 cash
per share if  redeemed  within 12 months  from the date  hereof;  $6.00 cash per
share if redeemed  between 12 and 24 months from the date  hereof;  and $6.50 if
redeemed between 24 and 36 months from the date hereof; and $7.00 cash per share
if redeemed  between 36 and 48 months from the date  hereof;  and $7.50 cash per
share if  redeemed  within 48 and 60 months from the date  hereof.  Prior to the
Company  redeeming the preferred shares to be issued to the seller hereunder and
prior to the 3rd day of  September,  1997,  the  seller  will  have the right to
convert any  remaining  shares of preferred  stock into shares of the  Company's
common stock at the rate of 5 shares of common stock for each share of preferred
stock converted.

NOTE 8 -     COMMITMENTS AND CONTINGENCIES

The Company is leasing its  principle  place of business  pursuant to a 24-month
lease for a monthly rental of $2,407.  The Company shares this office space with
GVI.

NOTE 9 - GOING CONCERN

The accompanying  financial  statements have been prepared  assuming the Company
will continue as a going concern. In order to carry out its operating plans, the
Company will need to obtain additional funding from outside sources. The Company
has received funds from a private placement and plans to continue making private
placements of its preferred  and common  stock.  There is no assurance  that the
Company will be able to obtain  sufficient funds from other sources as needed or
that such funds, if available,  will be obtainable on terms  satisfactory to the
Company. Management also intends to renegotiate the terms of its debt for longer
repayment periods as needed.

<PAGE>



Item 2.  Management's Discussion & Analysis of Financial  Condition  and Result
         of  Operations

Results of Operations

         Three Months ended 12/31/96 compared to Three Months ended 12/31/95

         Sales  for this  period  decreased  $207,160  (65%)  from  $320,160  to
$113,000.  Income from  operations  decreased from a net gain of $6,658 to a net
loss of $204,478, a change of $211,136 (3,171%).

         Sales  include the sale of real estate from the Cotton Manor and Cotton
Acres subdivisions in Golf Ventures, Inc.. During the current three month period
four lots were sold from the Cotton Acres subdivision for an average of $28,250.
This compares to ten lots sold for an average of $23,363 in the comparable prior
year  period.  The  average  cost of the lots  sold in the  current  period  was
$12,643, 45% of sales, and the average cost of the lots sold for the same period
last year was $12,691,  54% of sales. The volume of lot sales has been adversely
affected by the  non-availability of funds needed to develop new lots. Inventory
levels of completed  lots remain very low. GVI has completed  building two model
townhomes within the Cotton Manor subdivision.  GVI is considering selling these
units to generate funds to continue the development of both lots and townhomes.

         Total general and administrative  expenses increased $66,789 (32%) from
$206,663  during the three months ended December 31, 1995 to $273,452 during the
three months  ended  December  31,  1996.  The increase is due  primarily to the
increase in legal fees paid for ongoing matters. Interest income was $9,798 this
period compared with $2,184 for the same period last year, resulting in a change
of $7,614 (349%).  Interest  income relates to the interest earned by GVI on the
remaining  balance  of  the  $2,000,000  CD  placed  in  the  bank  for  Granite
Construction's  (Granite) work on Red Hawk. Through January 31, 1997 Granite had
earned and received  $1,981,681 on the Red Hawk contract.  Granite has completed
their contract and the CD account has been closed.

         Management  believes  that the future of the Company will depend on its
ability to find good merger and, or  acquisition  candidates  and the ability of
GVI to find long term financing for its Red Hawk project.

Nine Months ended 12/31/96 compared to Nine Months ended 12/31/95

         Sales for this period  decreased from the same period in the prior year
by $395,661 (59%) from $669,661 to $274,000. The net loss also increased for the
same period by $542,151 (324%) from $167,441 to $709,592.

         Sales  include the sale of real estate from the Cotton Manor and Cotton
Acres subdivisions in Golf Ventures, Inc.. During the current nine month period,
ten lots were sold from the Cotton Acres  subdivision  for an average of $26,833
compared  with  fourteen  lots and three  condominiums  sold for an  average  of
$21,950 and $84,667,  respectively,  in the  comparable  prior year period.  The
average  cost of lots  sold this year was  $12,462  and total  cost of sales was
$160,422,  59% of  sales,  compared  with  the  average  cost  of the  lots  and

<PAGE>


condominiums sold last year of $12,391 and $56,420, respectively, and total cost
of sales of $430,254,  64% of sales. The cost of sales is higher due to the sale
of three condominiums during the prior year period compared with no condominiums
sold in the current period.

         Total general and administrative expenses increased $505,238 (93%) from
$541,071 during the nine months ended December 31, 1995 to $1,046,309 during the
nine months ended  December 31, 1996.  The increase is due primarily to the cost
of travel and fees paid for promotional services incurred by GVI in an effort to
increase  awareness  and expand the  markets  for its common  stock.  Legal fees
increased for a $75,000 payment to settle a lawsuit and ongoing matters.  Also a
$100,000 fee was paid by GVI to a landowner to renegotiate the terms of the land
purchase. This fee was expensed during the period.

Liquidity and Capital Resources

         At December  31,  1996,  the Company had total  assets of  $11,942,559,
total  liabilities  of $8,565,053  and total  stockholders  equity of $3,377,506
compared with total assets of  $6,984,871,  total  liabilities of $3,979,000 and
total stockholders  equity of $3,005,871 at March 31, 1996. At December 31, 1996
cash decreased by $717,048 (91%) to $73,696 from $790,744 on March 31, 1996. The
increase in total  assets was due  primarily  to the addition of the Stucki land
($2,266,104) to the GVI balance sheet. Also,  development costs in GVI increased
for  capitalized  payments of  $1,981,681 to Granite  Construction,  capitalized
interest on  borrowings  of $733,948  and $93,169  paid to  Washington  City for
installation of a water line.  Total  liabilities at December 31, 1996 increased
by  $4,586,053  (115%) to  $8,565,053  from  $3,979,000  at March 31, 1996.  The
increase was due to an increase in long-term debt in GVI of $4,842,495,  related
to the loans from Miltex Industries and Banque SCS received in the prior quarter
and the addition of the Stucki loan for $2,266,104 offset by loan paydowns and a
reduction in accrued expenses.

         As of  December  31,  1996,  the Company  had total  current  assets of
$707,189 and total current  liabilities of $2,217,542 which results in a current
ratio of 0.32:1;  compared  with a current ratio of 0.75:1 as of March 31, 1996.
The current ratio decrease was due primarily to the decrease in cash in banks in
GVI after GVI completed payment to Granite  Construction.  Real estate inventory
as of December 31, 1996  decreased by $187,045  (25%) from  $748,010 to $560,965
due  primarily  to the sale of ten lots in the Cotton  Acres  subdivision  since
March 31, 1996. Accounts receivable also decreased $19,625 (21%) from $92,153 to
$72,528 for the receipt on lot sales receivables in Cotton Acres.

         Current  liabilities at December 31, 1996 decreased by $256,414  (10%),
from March 31, 1996 due  primarily  to a loan payoff of  $401,366,  offset by an
increase in accrued  interest of $262,210  (48%) from $551,986 at March 31, 1996
to $814,196 at December 31, 1996, and a decrease in accounts  payable of $57,310
(7%) from $765,956 to $708,646 for the same period.

         The Company has historically  satisfied its cash needs through the sale
of real  estate  in GVI,  the  private  placements  of  securities  and  secured
borrowings.  In June 1996,  GVI  completed an offering  under Section 504 of the
Securities  Act of  1933  (the  "Securities  Act").  Net  proceeds  to GVI  were
$889,424.  Also in June, GVI borrowed  $2,000,000 from Miltex  Industries.  With
this  cash  GVI  escrowed   sufficient   funds  to  allow  Granite  to  commence
construction on Phase I of the Red Hawk project in July, 1996.  Through January,
1997 GVI has paid to  Granite  $1,981,613  toward the Phase I  improvements  and

<PAGE>

Granite has  completed  its work on Red Hawk.  Crown  Construction  is now doing
finish work on the golf course.  During this fiscal year,  through January 1997,
GVI has borrowed $933,805 from Banque SCS, a stockholder of GVI.
         Construction on the Red Hawk project has now slowed  significantly  due
to the lack of sufficient  long-term  financing.  GVI has land and debt payments
due during the current  year of  approximately  $600,000 and  liquidity  for the
coming year will be dependent on its ability to secure long- term  financing for
the Red Hawk project, upon the cash flow generated from the closing of lot sales
in Red Hawk,  and from sales related to Cotton Manor and Cotton Acres  projects.
Subject to receipt of sufficient financing to complete construction, the Company
believes  that 19 lots in Phase X of Cotton Acres will be completed in May. Many
of these lots have been pre-sold and should be completely sold out by May. Also,
19 pads for townhome units in Cotton Manor,  Phase IV have been  completed.  One
townhome has been built and sold, two more are under  construction.  These sales
will not be  sufficient  to  financially  support the Company and GVI's Red Hawk
project.  If the Company does not receive sufficient  financing for the Red Hawk
project,  the Company intends to meet its obligations  through private or public
offerings of common and/or  preferred stock for cash and additional  borrowings.
No assurance can be given that the Company will succeed in obtaining  sufficient
financing for Red Hawk or, if  unsuccessful,  that it will raise sufficient cash
to meet its obligations through the sale of securities or additional borrowings.
Without the additional financing, the Company has sufficient cash for operations
to continue for only two or three months.

                                     PART II


Item 1.  Legal Proceedings

         On July 19, 1993,  the Company  became the subject of a formal order of
investigation  captioned "In the Matter of Leasing  Technology,  Inc.  (NY-6027)
issued by the  Securities  and  Exchange  Commission.  The order states that the
commission  deems  certain  acts and  practices  to be in possible  violation of
Section 17(a) of the Securities Act of 1933 and Sections 10(b),  13(a) and 15(c)
of the  Securities  Act of 1934,  and various rules  thereunder.  The Company is
unaware  of  the  circumstances   concerning  the  order  entered  against  LTI;
furthermore,  the company has had no  communication  with the SEC regarding this
matter  since 1994,  and  therefore,  cannot make a judgment as to the  possible
effect on the Company of the investigation.

         On July 26,  1994,  the company  was served  with a complaint  entitled
Aksglade, et al. vs. Leasing Technology,  Incorporated, et al., civil number 94C
345S,  filed in the  United  States  District  court for the  District  of Utah,
Central  Division.  On July 22, 1996, the complaint was dismissed with prejudice
as to the Company by an order signed by a judge of the Federal court.

         Mid Valley  Ventures,  ( Mid  Valley)  was the holder of a mortgage  on
certain  of GVI's  properties  and had  recorded  a  notice  of  default  in the
Washington County recorders office. On April 12, 1996 GVI filed an action in the
U.S.  District Court of Utah,  Central Division,  to enjoin the foreclosure.  On
June 19, 1996 Mid Valley filed a counter  claim  against GVI. On August 30, 1996
in an effort to mitigate  damages,  GVI paid $436,025.39 as payment for sums due
under the  trust  deed  being  foreclosed  on by Mid  Valley,  subject  to GVI's
reserving its claims  against  Mid-Valley.  The note is now  considered  paid in

<PAGE>

full,  and a deed of  reconveyance  has been executed and received by GVI. GVI's
complaint for damages and Mid Valley's  counter claim were referred to mediation
which was unsuccessful. The matter will probably proceed to trial.

         The  Company  is not a  party  to any  other  material,  pending  legal
proceeding and no such action by, or to the best of its  knowledge,  against the
Company  or  any  of  its  officers  or  directors,  has  been  contemplated  or
threatened.

Item 2.  Changes in Securities

         None.

Item 3.  Defaults Upon Senior Securities

         On June 30, 1996 the Company's 12% Convertible  Subordinated Debentures
matured.  The  principle  value of the  debentures  is $185,000  and the related
accrued interest through December 31, 1996 is $116,972.  The Company has not yet
redeemed the debentures and intends to convert the majority of the debentures to
common stock.

         GVI's note with Property Alliance became payable in full on February 1,
1997.  The  principle  balance of the note was  $646,502 on said date.  Property
Alliance has taken no action against GVI and GVI's management  expects to extend
the term of the note on favorable terms.


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

         No matters were submitted to a vote of the Company's securities holders
during the quarter ended December 31, 1996.

Item 5.  Other Information

         On October 9, 1996, George H. Badger,  former President and Director of
the Company,  was arraigned in the U.S.  Federal District Court for the Southern
District  on charges  of  conspiracy  to commit  securities  fraud and  criminal
contempt.  Mr.  Badger  is  cooperating  fully  with  the U.S.  Attorney  in the
investigation of this matter.

         On December 31, 1996,  George H. Badger resigned as the President and a
Director of the Company.  On the same date the Board of Directors appointed Karl
F. Badger President and Director of the Company.

Item 6.  Exhibits and Reports on Form 8-K

            (a)   This Item is not applicable to the Company.
            (b)   No Report on form 8-K was filed by the  Company  during the
                  three month period ended December 31, 1996.



<PAGE>


                                   SIGNATURES


         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                            LEASING TECHNOLOGY INCORPORATED
                                                       (Registrant)

                                            BY:          /s/  Karl F. Badger
                                               -----------------------------
                                                 KARL F. BADGER, President




Dated:    February 13, 1997

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



<PAGE>



     Signature                Title                                   Date

   /s/ Karl F. Badger      President, Chief Executive          February 13, 1997
   --------------------    Officer and Director 
   KARL F. BADGER          (Principal Executive Officer)


   /s/ Stephen B. Spencer  Secretary / Treasurer and           February 13, 1997
  -----------------------  Director (Chief Financial  
  STEPHEN B. SPENCER       Officer, Chief Accounting 
                           Officer and Controller)