UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.
                                     
                                     
                                 FORM 10-K
                                     
[ X ]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT
          OF 1934
                         
     For the fiscal year ended   OCTOBER  31, 1997     
                                                       
[    ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT
          OF 1934

     For the transition period from                     to            .
                                        
                       Commission File No. 0-011228

                       SYSTEMS ASSURANCE CORPORATION
          (Exact name of Registrant as specified in its charter)

                     DELAWARE                          02-0337028 
          (State or other jurisdiction of             (IRS Employer
          incorporation or organization)           Identification No.)

          50 WEST BROADWAY SUITE 1130, SALT LAKE CITY, UTAH 84111 
           (Address and zip code of principal executive offices)

Registrant's telephone number, including area code: (801)531-0494

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (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.   [ X  ] YES     [  
] NO

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.    [    ]

As of March 6, 1998   the aggregate market value of the voting stock held by
non-affiliates of the Registrant was
approximately $112,000.

As of March 6, 1998 the number of shares outstanding of the Registrant's
Common Stock was 21,080,114.

Documents incorporated by reference: Not applicable.





                                  PART I



ITEM 1.  DESCRIPTION OF BUSINESS

          Systems Assurance Corporation,   ("the Company") was formed as a
corporation in the State of
Delaware in July, 1982.  The Company has been inactive since October 1991 and
has  had no operating revenues
since that time.
                                     
          The Company is currently seeking a business opportunity to  merge
with or acquire, but to date
has not located  any such business opportunities.  There is no assurance that
the Company will be successful in
finding any business opportunity  to merge with or acquire.  (See
"Management's Discussion and Analysis of
Financial Condition")

ITEM 2.  DESCRIPTION OF PROPERTY
                                     
          The Company currently operates from the office of its president Dean
Becker  and pays no rent
or expenses.

ITEM 3.  LEGAL PROCEEDINGS

          None

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

          On December 19,  1997 the Company held a Special Meeting of the
shareholders.  At the meeting,
the shareholders voted in favor of changing the par value of the common stock
from $.01 to $.001; the creation
of three classed of preferred stock (50 million shares each class), par value
$.001, with other terms to be set by
the Board; a reverse split of the common stock on a 5 - 1 basis, with no
shareholder being reversed below 100
shares.




                                  PART II



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

          During the year ended October  31, 1997 there appeared to be little
or no trading in the stock of
the Company.  As of February 23, 1998,  the Company had 1435 
shareholders of record.

          The Company has not declared any cash dividends on its Common Stock
since inception and its
Board of Directors has no present intention of declaring any dividends.  For
the foreseeable future, the Company
intends to retain all earnings, if any, for use in the development and
expansion of its business.

ITEM 6. SELECTED FINANCIAL DATA

Summary of Selected Financial Data

                                                      Year Ended October 31,
                                           1997       1996                  1995
Income Statement Data:
                         
Revenues                                    - 0-         -0-              -0-
Operating Profit (Loss)                    (11,244)   (20,790)        (77,428)
Extraordinary Income                       -0-           -0-           42,184
Net (Loss)                          (11,244)   (20,790)            (33,801)

Income (Loss) Per Share:                                            
          Extraordinary Income           - 0-            -0-             -0-
          Net Income (Loss)                           - 0-          -0-     -0-
Cash Dividends on Common Stock                        - 0-          -0-     -0-

Balance Sheet Data:

Working Capital (deficiency)                (9,374)   (50,959)        (81,136)
Total Assets                                2,045        2,140     1,824
Shareholders' Deficit                      (9,374)    (50,959)        (81,136)
Weighted Average Number of Common
     and Common Equivalent
     Shares*                                          159,073    95,977       
87,011 
          



          *  All periods restated for a one-for-seventy (1:70) reverse common
stock split in January 1997 and
a one-for-five (1:5) reverse common stock split in December 1997.
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS

FINANCIAL CONDITION

          The Company had no material revenue during the year ended October
31, 1997.  Total
stockholders' equity (deficit) was $(9,374), as compared to $(50,959) at
October 31, 1996.  The decrease was 
principally due to professional fees  paid during the year with no income.

LIQUIDITY AND CAPITAL RESOURCES
                         
          The Company currently has no significant assets and is in the
process of looking for business
opportunities to merge with or acquire.  At minimum, the Company will need to
raise additional capital through
private funding to meet the financial needs of being a reporting company. 
There is no guarantee that the
Company will be successful in obtaining necessary funding to develop any
business opportunities.

RESULTS OF OPERATIONS

          The Company sustained losses of $(11,244) and $(20,790) for the
years ended October 31,1997
and October 31, 1996  respectively.  Expenses of $11,244  and $20,790 for the
periods consisted of   professional
services, interest expense  and other administrative expenses incurred while
the Company was seeking business
ventures to acquire or merge with.

ITEM 8.  FINANCIAL STATEMENTS

          The financial statements and notes thereto as listed in the
accompanying index to financial
statements (Item 14) are filed as part of this Annual Report.

  (2)     Schedules are omitted because of the absence of conditions under
which they are required or
          because the required information is given in the financial
statements or notes thereto.


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
               AND FINANCIAL DISCLOSURE

          None.



                                 PART III



ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The following information is furnished with respect to the Company's
Board of Directors and executive
officers.  There are no family relationships  between or among any of the
Company's directors or executive
officers.


DIRECTORS AND EXECUTIVE OFFICERS

                                   Director
     Name                               Age   Since              Position with
the Company    

     Dean Becker                   45        1997 President, CEO and Director
     50 W. Broadway Suite 1130
     Salt Lake City, Utah 84101

    Paul Adams                    36        1997 Vice President, Director
     1340 East Harrison Avenue
     Salt Lake City, Utah 8105

     Chris Turner                 39         1997           Secretary, Director


     DEAN BECKER,  President and a Director since 1997.  Practiced law in Salt
Lake City, Utah since 1979. 
He graduated from Brigham Young University in 1976 with a Bachelors of Arts in
English with University
Scholar designation.  He then attended law school at the J. Reuben Clark
School of Law at Brigham Young
University where he served as associate editor on the law review staff.  He
has a general law practice with
emphasis on corporate and business law, and is involved in a number of
community activities.

     PAUL ADAMS, Vice President since March 1997.  Since 1994 he has been the
President of Big Water
Tackle.  He currently is the President of Tubes and Tails, since 1997.

     CHRIS TURNER, Secretary since March 1994. Currently he is a Customer
Service Representative for United
Health Care.  From 1995 to 1996, he was the Manager for Master Tech.  From
1994 to 1995 he was the
Manager for Summer Breeze.  From 1993 to 1994 he was a Customer Service
representative for San Segal.

ITEM 11.  EXECUTIVE COMPENSATION

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

      No executives officers received any compensation from the Company during
the fiscal year ended
October 31,1997.

EMPLOYMENT AGREEMENTS AND OTHER COMPENSATION ARRANGEMENTS

     There are currently no agreements with members of management as to
employment or compensation.

COMPENSATION OF NON-EMPLOYEE DIRECTORS

     There is currently no compensation paid to non-employment directors.



ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth as of March 25, 1998,  the number of
shares of the Company's common
stock owned by persons who owned of record, or was known to own beneficially,
more than 5% of the
outstanding shares of the Company's common stock, sets forth the number of
shares of the Company's current
directors and officers, and sets forth the number of shares owned by all of
the Company's directors and officers
as a group:

     The beneficial owners listed have sole voting and investment power with
respect to the shares unless
otherwise indicated.
                           Amount and Nature
         Name and Address                     of Beneficial              
Percent of
         of Beneficial Owner                     Ownership                    
Class   
Dean Becker (1)            20,000,000          94.9

Paul Adams                                 0

Chris Turner                            0

Officers and Directors
    as a Group (three)         20,000,000                      94.9 

     (1) These shares were issued subsequent to the fiscal year-end.
     
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     During the past year the Registrant has not entered into any transactions
with management which are to
be reported under this Item.

     Dean Becker is both  an officer of Exchange Place Capital Partners, LLC
and an officer of the Company.


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

                                                         
(A)  Exhibits

     EXHIBIT
     NO.                    DESCRIPTION                            
    
      3.01           Certificate of Incorporation (Incorporated by reference
to Registration Statement
                     No. 2-78947 on Form S-1 and Exhibits 4.1 and 4.2 to the
Company's report on
                     Form 10Q for the Quarter ended April 30, 1984.)

         3.02        Certificate of Incorporation, as amended, August 29,
1986.  (Incorporated by
                     reference to Exhibit 3.3 to the Company's annual report
on Form 10K for fiscal
                     1986)

      3.03           By-laws  (Incorporated by reference to Registration
Statement No. 33-2474-
                     LA.)

     23.01           Consent of BDO Seidman, LLP

     27.01           Financial Data Schedule

(b) The Registrant filed no current reports on Form 8-K during the last
quarter of the fiscal year ended
    October 31, 1997.

                                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.

                    Systems Assurance Corporation

                   By: /s/    Dean Becker            

Dated: March 30, 1998  

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

SIGNATURE                   TITLE                           DATE

/s/ Dean Becker             President and Director          March 30, 1998
                            (Principal Executive and
                             Financial Officer)             

/s/ Paul Adams                                        Director March 30, 1998


/s/ Chris Turner            Secretary, Treasurer and Director March 30, 1998
                            





                              


                    INDEX TO FINANCIAL STATEMENTS




Report of Independent Certified Public Accountant. . . . . .F-1

Financial Statements:

  Balance Sheets - October 31, 1997 and October 31, 1996 . .F-2

  Statements of Operations - For the years ended October 31, 1997, 1996 
  and 1995 . . . . . . . . . . . . . . . . . . . . . . . . .F-3

  Statement of Stockholders' Equity - For the period from
   October 31, 1994 and October 31, 1997 . . . . . . . . . .F-4

  Statement of Cash Flows - For the years ended October 31, 1997, 1996 
  and 1995 . . . . . . . . . . . . . . . . . . . . . . . . .F-5
                                   
                                   
  Notes to Financial Statements. . . . . . . . . . . . . . .F-6















     
     
                                                            
                                                            
                                                            
                                                            
                                                            
                                           SYSTEMS ASSURANCE
                                                 CORPORATION
                                                            
                                                            
                                                               
                                                               
                                                               
                                      REPORT ON FINANCIAL STATEMENTS
                               YEARS ENDED OCTOBER 31, 1997 AND 1996
                                                                    










                                         SYSTEMS ASSURANCE CORPORATION
                                                                      
                                                              CONTENTS





          REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS            3
          
          FINANCIAL STATEMENTS
                    Balance sheets                                      4
                    Statements of operations                            5
                    Statements of stockholders' (deficiency)            6
                    Statements of cash flows                            7
          
          NOTES TO FINANCIAL STATEMENTS                              8-14
          
    
    
    
    REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
    
    
    Systems Assurance Corporation
    Malvern, Pennsylvania
    
    We have audited the accompanying balance sheets of Systems Assurance
Corporation     as of
    October 31, 1997 and 1996 and the related statements of operations,
stockholders'     (deficiency)
    and cash flows for each of the three years in the period ended October 31,
1997.      These
    financial statements are the responsibility of the management of Systems 
Assurance
    Corporation.  Our responsibility is to express an opinion on these financial
statements     based
    upon our audits.
    
    We conducted our audits in accordance with generally accepted auditing
standards.      Those
    standards require that we plan and perform the audits to obtain reasonable
assurance     about
    whether the financial
 statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts 
and disclosures in
the     financial
    statements.  An audit also includes assessing the accounting principles used
and     significant
estimates made by management, as well as evaluating the overall 
financial statement
presentation.  We believe that our audits provide a reasonable 
basis for our opinion.
    
In our opinion, the financial statements referred to above present fairly, in
all     material respects,
the financial position of Systems Assurance Corporation as of October 31, 1997
and     1996 and
    the results of its operations and its cash flows for each of the three years
in     the period ended
October 31, 1997 in conformity with generally accepted accounting principles.
    
    The accompanying financial statements have been prepared assuming that the
Company     will
    continue as a going concern.  As discussed in Note 7 to the financial
statements,     the Company
    has suffered recurring losses from operations and has a capital deficit. 
These     conditions raise
 substantial doubt about the Company's ability to continue
 as a going concern.  Management's
    plans, regarding these matters, are discussed in Note 7.  The financial
statements     do not include
    any adjustments that might result from the outcome of this uncertainty.
    
    
    
    January 26, 1998

                                         SYSTEMS ASSURANCE CORPORATION
                                                                      
                                                        BALANCE SHEETS





<TABLE>
<S>                                    <C><C>     <C>  <C>     <C>
October 31,                                   1997         1996

                                                               

Assets                                                         

                                                               

Current assets                                                 

Cash                                    $      603    $     698

Income taxes refundable                      1,442        1,442

                                                               

                                        $    2,045    $   2,140

                                                               

Liabilities and Stockholders' (Deficiency)                     

                                                               

Current liabilities                                            

Notes payable (Note 6)                  $           $  50,000

Accounts payable and accrued expenses       11,419        3,099

                                                               

Total current liabilities                   11,419       53,099

                                                               

Contingency (Note 5)                                           

                                                               

STOCKHOLDERS' (DEFICIENCY) (NOTES 3,                           
6, 8 AND 9)                                                    

Preferred stock, par value $.001 per                           
share; authorized                               
50,000,000 shares, none issued and outstanding                

Common stock, par value $.001 per share;                       

Authorized 30,000,000 shares                                   

Issued and outstanding 180,114 and                             
100,114, respectively                          180          100

Additional paid-in capital               10,134,034    10,081,285

Deficit                                  (10,143,588)  (10,132,344)

                                                               

Total stockholders' (deficiency)            (9,374)     (50,959)

                                                               

                                        $    2,045    $   2,140
</TABLE>

See accompanying report of independent certified public accountants and notes
                                              to financial statements.
                                         SYSTEMS ASSURANCE CORPORATION
                                                                      
                                              STATEMENTS OF OPERATIONS





<TABLE>
<S>                           <C><C>     <C><C>     <C><C>      <C>
Year ended October 31,               1997       1996        1995

                                                                

Revenues                 $         $        $                      

General and administrative expenses  10,323   18,882      77,428

                                                                

Interest expense                      921      1,908           

                                                                

(Loss) before credit for                                        
income taxes                      (11,244  ) (20,790  )  (77,428)
and extraordinary income                                        

                                                                

(Credit) for income taxes                               (1,443)

                                                                

(Loss) before extraordinary income (11,244)  (20,790)    (75,985)

                                                                

Extraordinary income                                            

Gain on settlement of debt                              42,184
(Note 2)                                                        

                                                                

Net (loss)                      $ (11,244)   (20,790)    (33,801)
                                          $          $          

                                                                

(LOSS) PER COMMON SHARE                                         
</TABLE>
<TABLE>
<S>                           <C><C>     <C><C><C>  <C><C><C>  <C>
(Loss) before extraordinary income  $    (.07) $    (.22)$    (.87)

Extraordinary income            $         $         $     .48

Net (loss)                      $    (.07) $    (.22) $    (.39)
</TABLE>
<TABLE>
<S>                           <C><C>     <C><C><C>  <C><C>     <C>
                                                               
</TABLE>
<TABLE>
<S>                           <C><C>     <C><C>     <C><C>      <C>
Weighted average number of                                      
common shares                     159,073     95,977      87,011
</TABLE>

See accompanying report of independent certified public accountants and notes
to financial statements.
                                         SYSTEMS ASSURANCE CORPORATION
                                                                      
                              STATEMENTS OF STOCKHOLDERS' (DEFICIENCY)





<TABLE>
<S>            <C>                <C><C>      <C><C>      <C><C>       <C>
                 Common Stock       Additional                   Total
</TABLE>
<TABLE>
<S>             <C><C>   <C><C>    <C><C>      <C><C>      <C><C>       <C>
                    No. of               Paid-In               Stockholders'

               Shares    Amount     Capital   (Deficit)   (Deficiency)

                                                        

Balance, October 31, 1994 *   86,400$
 86  $10,030,082  $(10,077,753)    (47,585)
                                                                 $          

                                                              

Issuance of common shares          3,714         4         246         250

                                                                              

Net (loss)                                (33,801)     (33,801)

                                                                  

Balance, October 31, 1995 90,114        90   10,030,328  (10,111,554)   (81,136)

                                                              

Issuance of common shares         10,000        10      50,957     50,967
(Note 3)                                                      

                                                                 

Net (loss)          (20,790)     (20,790)

                                                              

Balance, October 31, 1996    
    100,114       100   10,081,285  (10,132,344)   (50,959)

                                                              

Issuance of common shares         80,000        80      52,749  52,829
(Notes 3 and 6)                                                       

                                                                  

Net (loss)              (11,244)     (11,244)

                                                               

Balance, October 31, 1997        
180,114$      180  $10,134,034  $(10,143,588)     (9,374)
                   $          
</TABLE>

* Restated to reflect reverse common stock splits and change in par value as
described in Note 8 to the financial statements.

See accompanying report of independent certified public accountants and notes
                                              to financial statements.
                                         SYSTEMS ASSURANCE CORPORATION
                                                                      
                                              STATEMENTS OF CASH FLOWS





<TABLE>
<S>                                    <C><C>  <C><C>  <C><C>  <C>
Years ended October 31,                    1997    1996    1995

                                                               

CASH FLOWS FROM OPERATING ACTIVITIES                           

Net (loss)                              $(11,244) (20,790) (33,801)
                                                $       $      

Adjustment to reconcile net (loss) to                          
net cash                                                       
(used in) operating activities                                 

Gain on settlement of debt                       (42,184)

Changes in operating assets and liabilities                    

(Increase) in income taxes refundable          (1,442)

Increase (decrease) in accounts payableand accrued expenses    
                                         11,149   (5,101) 16,599

                                                               

Net cash (used in) operating activities     (95)  (25,891)(60,828)

                                                               

CASH FLOWS FROM FINANCING ACTIVITIES                           

Proceeds from notes payable                   50,000      

Stockholder advances                            16,207  60,960

Proceeds from sale of common stock               250

Repayment of stockholders' advances             (40,000)  

                                                               

Net cash provided by financing activities       26,207  61,210
                                                               

Net (decrease) increase in cash             (95)    316     382

                                                               

Cash, beginning of year                     698     382       

                                                               

Cash, end of year                       $   603  $  698  $  382

                                                               

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION              

Issuance of common stock to satisfy stockholder                

advances and assumption of liabilities                         

Common stock, at par value              $    80  $   10  $    
Additional paid-in capital              $52,749  $50,957  $    
</TABLE>

See accompanying report of independent certified public accountants and notes
                                              to financial statements.
                                         SYSTEMS ASSURANCE CORPORATION
                                                                      
                                         NOTES TO FINANCIAL STATEMENTS





<TABLE>
<S><C>             <C>
1. SUMMARY OF      OPERATIONS OF THE COMPANY
   SIGNIFICANT     
   ACCOUNTING      Systems Assurance Corporation (the 
   POLICIES        "Company") has been inactive
                   since October 31, 1991 and consequently has 
                   had no operating
                   revenues since that time.  The Company is 
                   presently seeking a
                   business opportunity to merge with or acquire.
                   

                   INCOME TAXES
                   
                   The Company records income taxes under the 
                   provisions of Statement
                   of Financial Accounting Standards No. 109 
                   ("SFAS 109"),
                   "Accounting for Income Taxes".  SFAS 109 
                   requires the asset and
                   liability method of accounting for income 
                   taxes.  Under the asset and
                   liability method, deferred income taxes are 
                   recognized for the tax
                   consequences of temporary differences by 
                   applying enacted statutory
                   tax rates applicable to future years to 
                   differences between the financial
                   statement carrying amounts and the tax 
                   bases of existing assets and
                   liabilities.  Under SFAS 109, the effect on 
                   deferred taxes of a change
                   in tax rates is recognized in income in the 
                   period that includes the
                   enactment date.  A valuation allowance is 
                   recorded based on a
                   determination of the ultimate realizability 
                   of future deferred tax assets.
                   

                   NET INCOME (LOSS) PER SHARE
                   
                   Net income (loss) per share of Common Stock 
                   is computed by
                   dividing net income by the weighted average 
                   number of shares of
                   Common Stock and Common Stock Equivalents, 
                   if dilutive,
                   outstanding during the year.
                   
</TABLE>


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

                   FAIR VALUE OF FINANCIAL INSTRUMENTS
                   
                   The carrying amounts reported in the 
                   balance sheets, if any, for cash,
                   accounts receivable, miscellaneous 
                   receivables, accounts payable,
                   accrued liabilities and short-term debt 
                   approximate fair value because
                   of the immediate or short-term maturity of 
                   these financial instruments.
                   

                   RECENT ACCOUNTING PRONOUNCEMENTS
                   
                   On March 3, 1997, the FASB issued Statement 
                   of Financial
                   Accounting Standards No. 128, "Earnings per 
                   Share" ("SFAS 128"). 
                   This pronouncement is effective for 
                   financial statements issued for
                   periods ending after December 15, 1997 and 
                   provides a different
                   method of calculating earnings per share 
                   than is currently used in
                   accordance with APB Opinion No. 15, 
                   "Earnings per Share" ("APB
                   15")  SFAS 128 provides for the calculation 
                   of "Basic" and "Diluted"
                   earnings per share.  Basic earnings per 
                   share includes no dilution and
                   is calculated by dividing net income by the 
                   weighted average number
                   of common shares outstanding for the 
                   period.  Diluted earnings per
                   share reflects the potential dilution of 
                   securities that could share in the
                   earnings of an entity, similar to fully 
                   diluted earnings per share under
                   APB 15.  The Company feels that the 
                   adoption of SFAS 128 will have
                   a material effect in 1998.
                   
</TABLE>


<TABLE>
<S><C>             <C>
                   Statement of Financial Accounting Standards 
                   No. 129, "Disclosure of
                   Information about Capital Structure" ("SFAS 
                   129"), effective for
                   periods ending after December 15, 1997, 
                   establishes standards for
                   disclosing information about an entity's 
                   capital structure.  SFAS 129
                   requires disclosure of the pertinent rights 
                   and privileges of various
                   securities outstanding (stock, options, 
                   warrants, preferred stock, debt
                   and participation rights) including 
                   dividend and liquidation
                   preferences, participant rights, call 
                   prices and dates, conversion or
                   exercise prices and redemption 
                   requirements.  Adoption of SFAS 129
                   will have no effect on the Company because 
                   it currently discloses the
                   information specified, if applicable.
                   

                   In June 1997, the Financial Accounting 
                   Standards Board issued two
                   new reporting disclosure standards.  The 
                   Company's results of
                   operations and financial position will be 
                   unaffected by implementation
                   of these new standards.  SFAS 130 and 131 
                   are effective for periods
                   beginning after December 15, 1997.
                   

                   Statement of Financial Accounting Standards 
                   No. 130, "Reporting
                   Comprehensive Income" ("SFAS 130"), 
                   establishes standards for
                   reporting and display of comprehensive 
                   income, its components and
                   accumulated balances.  Comprehensive income 
                   is defined to include
                   all changes in equity except those 
                   resulting from investments by
                   owners and distributions to owners.  Among 
                   other disclosures, SFAS
                   130 requires that all items that are 
                   required to be recognized under
                   current accounting standards as components 
                   of comprehensive income
                   be reported in a financial statement that 
                   is displayed with the same
                   prominence as other financial statements.
                   

                   Statement of Financial Accounting Standards 
                   No. 131, "Disclosure
                   about Segments of a Business Enterprise" 
                   ("SFAS 131"), establishes
                   standards for the way that public 
                   enterprises report information about
                   operating segments in annual financial 
                   statements and requires
                   reporting of selected information about 
                   operating segments in interim
                   financial statements issued to the public.  
                   It also establishes standards
                   for disclosures regarding products and 
                   services, geographic areas and
                   major customers.  SFAS 131 defines 
                   operating segments as
                   components of an enterprise about which 
                   separate financial
                   information is available and that is 
                   evaluated regularly by the chief
                   operating decision maker in deciding how to 
                   allocate resources and in
                   assessing performance.
                   

2. GAIN ON         The Company settled a note payable balance 
   SETTLEMENT      of $45,184 during the
   OF DEBT         year ended October 31, 1995.  In complete 
                   settlement of the note,
                   certain stockholders of the Company paid 
                   $3,000 to the noteholder on
                   behalf of the Company and the noteholder 
                   released the Company from
                   all further obligations under the note.  
                   Gain on settlement of debt
                   amounting to $42,184 is included in the 
                   statement of operations for
                   1995.
                   

3. RELATED PARTY   Certain stockholders have advanced funds to 
   TRANSACTIONS    the Company to cover
                   various operating expenses.  On April 1, 
                   1996, the Company issued
                   10,000 shares of its common stock to those 
                   stockholders to satisfy a
                   portion of the accumulated stockholder 
                   advance balance.  The
                   remaining stockholder advance balance of 
                   $40,000 was repaid using
                   proceeds of the note payable described in 
                   Note 6.
                   

                   On February 4, 1997, the Company issued 
                   80,000 shares of its
                   common stock to an investment firm to 
                   satisfy the note payable
                   described in Note 6.
                   

4. INCOME TAXES    The Company had no deferred tax liabilities 
                   at either October 31,
                   1997 and 1996.  Significant components of 
                   the Company's deferred
                   tax assets at October 31, 1997 and 1996 are 
                   as follows:
                   
</TABLE>
<TABLE>
<S>                         <C><C><C> <C>  <C>
October 31,                   1997     1996

                                           

DEFERRED TAX ASSETS                        

Net operating loss carryforwards$10,062   $8,375

Valuation allowance          (10,062) (8,375)

                                           

                            $       $    
</TABLE>



<TABLE>
<S><C>             <C>
                   Due to the purchase of shares by certain 
                   individuals during the year
                   ended October 31, 1995, the Company 
                   exceeded the limits allowable
                   under the Tax Reform Act of 1986 related to 
                   changes in ownership
                   percentage governing future utilization of 
                   net operating and tax loss
                   carryforwards, effectively eliminating the 
                   utilization of any
                   carryforwards existing at the date of 
                   purchase.  The tax losses for the
                   years ended October 31, 1997 and 1996 are 
                   not subject to any such
                   limitation.
                   

                   The credit for income taxes for the year 
                   ended October 31, 1995
                   consists of a request for refund of 
                   alternative minimum taxes paid
                   during the year ended October 31, 1991.
                   

5. LITIGATION      The Company is the defendant in an action 
                   brought in Massachusetts
                   Superior Court, County of Suffolk, by 
                   McDevitt Recruitment
                   Advertisement, Inc.  The complaint was 
                   served in December 1986 and
                   alleges a breach of an oral warranty of 
                   fitness for a particular purpose
                   of a computer system sold to plaintiff in 
                   1982, which allegedly never
                   performed properly.  Plaintiff seeks 
                   damages of $30,000.  The
                   Company believes that it is not liable for 
                   any damages; however, in
                   order to save the cost of potential 
                   litigation, has offered a settlement
                   in the amount of $1,000 to attorneys for 
                   the plaintiff which it believes
                   is sufficient to settle this case.  At this 
                   date, the attorneys have not
                   been able to locate plaintiff.
                   

6. NOTE PAYABLE    During the year ended October 31, 1996, the 
                   Company engaged an
                   investment firm to actively seek a merger 
                   candidate.  The investment
                   firm was given irrevocable proxies from 
                   certain of the Company's
                   stockholders to vote their shares in 
                   connection with any
                   recapitalization of common stock, election 
                   of members of the Board
                   of Directors or any proposed merger 
                   agreement.  As an incentive to
                   enter into the above agreement, the 
                   investment firm lent the Company
                   $50,000 evidenced by a 7% Promissory Note 
                   and agreed to assume
                   responsibility for certain operating 
                   expenses of the Company.  On
                   February 4, 1997, 80,000 shares of the 
                   Company's common stock
                   were issued to the investment firm in full 
                   satisfaction of the note.
                   

7. GOING CONCERN   The Company has suffered recurring losses, 
                   has no current
                   expectations of revenue and has a capital 
                   deficit.  Although
                   management is actively seeking a merger or 
                   acquisition candidate, it
                   is not certain if an agreement will be 
                   consummated or, if
                   consummated, what effect it will have on 
                   the financial condition of the
                   Company.
                   

8. STOCKHOLDERS'   On January 24, 1997, the Company's 
   EQUITY          stockholders approved a
                   one-for-seventy (1:70) reverse common stock 
                   split.  On December 19,
                   1997, the Company's stockholders approved a 
                   one-for-five (1:5)
                   reverse common stock split, and changed the 
                   par value of the
                   common shares from $.01 to $.001.  
                   Accordingly, all historical per
                   share amounts, references to number of 
                   shares and the Statements of
                   Stockholders' Equity have been restated to 
                   reflect these reverse splits.
                   

9. SUBSEQUENT      On December 19, 1997, the Company's 
   EVENTS          stockholders approved a
                   one-for-five (1:5) reverse common stock 
                   split, changed the par value
                   of the common shares from $.01 to $.001, 
                   and created three classes
                   of preferred stock, par value $.001, with 
                   other terms and preferences
                   to be set by the Board of Directors.
                   

                   On January 5, 1998, the Company issued 
                   20,000,000 shares of its
                   common stock to its sole officer and 
                   director in exchange for services
                   rendered subsequent to October 31, 1997, 
                   which were valued at
                   $90,000.
                   

                   On January 9, 1998, the Company issued 
                   900,000 shares of its
                   common stock in exchange for $9,000 cash consideration.
                   
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