<PAGE>

                U.S. Securities and Exchange Commission
                         Washington, DC  20549
                                    
                              FORM 10-QSB
                                    
  [X]     QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES        
          EXCHANGE ACT OF 1934
  
  For the quarterly period ended May 31, 1996
      
  
  [  ]    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934
  
  For the transition period from __________ to ________
  
                     Commission File No.    33-05844-NY
      
                       Wealth International, Inc.
                   ----------------------------------
             (Name of Small Business Issuer in its Charter)
      
            NEVADA                         87-0443026
  (State or Other Jurisdiction         (IRS Employer ID No.)
  of incorporation or organization)
  

               1190 North Spring Creek Place, Suite A
                         Springville, Utah 84663
                         --------------------  
               (Address of Principal Executive Offices)
  
                            (801) 489-8414
                            --------------   
            (Issuer's Telephone Number, including Area Code)
  
                        IMPRESSIVE VENTURES LTD.
                         1969 West North Temple
                       Salt Lake City, Utah 84111
                          -------------------
           (Former Address of Principal Executive Office)
                     
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 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.
  
  (1)  Yes  X    No                  (2)  Yes  X     No

  
There were 4,250,449 shares of common stock, $.001 par value, outstanding as
of October 22, 1996.


<PAGE>
                      PART I - FINANCIAL INFORMATION
         
Item 1. Financial Statements.
  
          The accompany unaudited financial statements have been prepared in
accordance with the instructions for Form 10-QSB pursuant to the rules and
regulations of the Securities and Exchange Commission and, therefore, do not
include all information and footnotes necessary for a complete presentation of
the financial position, results of operations, cash flows and stockholders'
equity in conformity with generally accepted accounting principles.  In the
opinion of management, all adjustments considered necessary for a fair
presentation of the results of operations and financial position have been
included and all such adjustments are of a normal recurring nature.

          The unaudited balance sheet of the Company as of May 31, 1996, and
the related audited balance sheet of the Company as of February 29, 1996, the
unaudited related statements of operations and cash flows for the three month
period ended May 31, 1996 and 1995, and from inception (March 17, 1986)
through May 31, 1996 and the unaudited statement of stockholders' equity for
the period from inception (March 17, 1986) through May 31, 1996, are attached
hereto and incorporated herein by this reference.

          Operating results for the quarter ended May 31, 1996, are not
necessarily indicative of the results that can be expected for the year ending
February 28, 1997.         
<PAGE>
<TABLE>
<CAPTION>

                         IMPRESSIVE VENTURES, LTD
                      (A Development Stage Company)
                              BALANCE SHEETS

                                  ASSETS

                                                                               
                                        May 31,           February 29,
                                         1996                 1996
<S>                                  <C>                 <C>
CURRENT ASSETS
Cash                                 $         0         $         0

 Total Current Assets                $         0         $         0


                                                                    
LIABILITIES

CURRENT LIABILITIES

Accounts payable                      $    1,600         $     1,600

Total Current Liabilities                  1,600               1,600

                          STOCKHOLDERS' EQUITY
                                    

Common stock

500,000,000 shares authorized, at $0.001
par value; 11,375,000 shares issued and
outstanding                               11,375               11,375
               
Capital in excess of par value           528,772              528,772
               
Deficit accumulated during the
   development stage                    (541,747)            (541,747)

 Total Stockholders  Deficiency           (1,600)              (1,600)

                                       $       0            $       0
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                        IMPRESSIVE VENTURES, LTD
                      (A Development Slage Company)
                        STATEMENTS OF OPERATIONS
                               (Unaudited)

                                   For the Three Months        March 17. 1986
                                       Ended May 31,       (Date of Inception) 
                                    1996          1995        to May 31, 1996
<S>                             <C>             <C>               <C>
REVENUE                         $         0     $         0       $  14,848

EXPENSES                        $         0     $         0       $ 556,595

NET LOSS                        $         0     $         0       $(541,747)

NET INCOME (LOSS) PER SHARE     $         0     $         0

</TABLE>
<PAGE>
<TABLE>
                         IMPRESSIVE VENTURES, LTD
                       (A Development Stage Company)
               STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
              Period from March 17, 1986 (Date of Inception) 
                            to May 31, 1996
                                                                               
<CAPTION>                                
                                Common Stock  Capital in Excess  Accumulated
                             Shares    Amount   of Par Value       Deficit
<S>                        <C>        <C>         <C>              <C>
Balance March 17, 1986 - 
Date of inception                  0  $     0     $      0         $        0

Issuance of common stock 
for cash - 1986            5,000,000    5,000            0                  0

Issuance of common stock 
for cash - net of costs - 
1987                      12,500,000   12,500      201,972                  0

Net loss for the year 
ended February 28,  1988           0        0            0            (10,941)

Issuance of common stock 
for all of the outstanding 
stock of Med-Recon, Inc. - 
1988                       1,000,000    1,000            0                  0

Net income for the year 
ended February 28, 1989            0        0            0                165

Net loss for the year 
ended February 28, 1990            0        0            0               (145)

Net loss for the year 
ended February 28, 1991            0        0            0           (209,495)

Net loss for the year 
ended February 28, 1992            0        0            0               (156)

Net loss for the year 
ended February 28, 1993            0        0            0               (100)

Issuance of common stock 
for services - 1993       15,000,000   15,000            0                  0
   
Capital contributed by 
stockholders - 1993                0        0        4,675                  0  

Net loss for the year 
ended February 28, 1994            0        0            0            (19,475)

Issuance of common stock 
for services - no value 
assigned - 1994          185,000,000  185,000     (185,000)                 0
   
Reverse common stock 
split at 20 for 1 - 
June 7, 1994            (207,575,000)(207,575)     207,575                  0

Issuance of common stock 
for all of the outstanding 
stock of Louis Siegal 
Associates, Inc. - no 
value assigned - rescinded 
August 14, 1995 - June 20, 
1994                         400,000      400         (400)                 0

Issuance of common stock 
for cash-October 24, 1994  5,000,000    5,000      295,000                  0

Net loss for the year ended 
February 28, 1995                  0        0            0           (300,000)

Balance February 28, 1995 16,325,000   16,325      523,822           (540,147)

Cancellation of common 
stock resulting from
recission of Louis Siegal 
Associates Inc. purchase - 
August 17, 1995           (4,950,000)  (4,950)       4,950                  0

Net loss for the year ended
February 28, 1996                  0        0            0             (1,600)

Balance February 29, 1996 11,375,000  $11,375     $528,772          $(541,747)

Balance May 31, 1996      11,375,000  $11,375     $528,772          $(541,747)

</TABLE>
<PAGE>
<TABLE>
                         IMPRESSIVE VENTURES, LTD
                       (A Development Stage Company)
                         STATEMENTS OF CASH FLOWS
<CAPTION>
                                   For the Three Months      March 17, 1986
                                      Ended May 31,        (date of Inception)
                                     1996          1995      to May 31, 1996
<S>                                  <C>          <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:                        
   
Net loss                             $      0     $    0      $ (541,747)

Adjustments to reconcile net loss 
to net cash provided by operating 
activities:                                                  
   
Common stock issued for services            0          0          15,000

Increase in accounts payable                0          0           1,600

Net Cash Used by Operating Activities:      0          0        (525,177)


CASH FLOWS FROM  INVESTING ACTIVITIES:                       
   
                                           0          0               0

CASH FLOWS FROM FINANCING ACTIVITIES:                        
   
 Capital contributed by stockholders       0          0           4,675

 Issuance of common stock for cash         0          0         520,472

 (Decrease) Increase in cash               0          0               0

 Cash at Beginning of Period               0          0               0
   
 Cash at End of Period                $    0    $     0      $        0

SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:      
 
Issuance of 1,000,000 shares common stock for all of the 
outstanding stock of Med-Recon, Inc. - 1988                   $    1,000

Issuance of 15,000,000 shares common stock for services 
- 1993                                                        $   15,000

Issuance of 185,000,000 shares common stock for services 
- no value assigned - 1994                                    $        0
 
Issuance of 400,000 shares common stock for all of the 
outstanding stock of Louis Siegal Associates Inc. - no 
value assigned - rescinded August 14, 1995 - June 20, 1994    $        0
   
Cancellation of 4,950,000 shares common stock resulting 
from recission of Louis Siegal Associates Inc. purchase 
- August 17, 1995                                             $   (4,950)
</TABLE>
<PAGE>
                                     
                         IMPRESSIVE VENTURES, LTD
                       (A Development Stage Company)
                       NOTES TO FINANCIAL STATEMENTS
                                                                          
1.   ORGANIZATION

The Company was incorporated under the laws of the State of Nevada on March
17, 1986, with authorized common stock of 500,000,000 shares at $.001 par
value and three classes of stock warrants.  The warrants expired without being
exercised.

During 1988, the Company purchased all of the outstanding stock of Med-Recon,
Inc., a Nevada corporation, in exchange for 1,000,000 shares of the Company. 
Med-Recon was in the business of reconditioning medical equipment and operated
until 1990 when operations ceased.  During that period, the Company loaned
Med-Recon $190,029, which has since been written off.

On June 7, 1994, the Company issued 400,000 shares of its common capital stock
in exchange for all of the outstanding stock of Louis Siegal Associates, Inc.,
a California corporation after a reverse stock split was completed by the
Company of 20 for 1, as outlined below.  Louis Siegal operated several retail
floor covering stores.  In connection with the acquisition of Louis Siegal, an
additional 5,000,000 common shares of the Company was issued October 24, 1994,
for $300,000.  The $300,000 was loaned to Louis Siegal and later written off
as a bad debt.  The transaction was mutually rescinded, due to a failure of
consideration, on August 14, 1994, and 4,950,000 shares of the Company were
returned and cancelled on August 17, 1995.

On June 7, 1994, the Company completed a reverse stock split of 20 for 1.

Since the recission of the Louis Siegal agreement, the Company has been
inactive.

The Company has been in the development stage since inception and has been
engaged in the activity of seeking business opportunities. 

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods

The Company recognizes income and expenses based on the accrual method of
accounting.

Dividend Policy

The Company has not yet adopted a policy regarding payment of dividends.

Income Taxes

At February 29, 1995, the Company had a net operating loss (NOL) carry forward
totaling $540,147.  The tax benefit from the loss carry forward  has been
fully offset by a valuation reserve because the use of the future tax benefit
is doubtful.

Earnings (Loss) Per Share

Earnings (loss) per share amounts are computed based on the weighted average
number of shares actually outstanding. 

Estimates and Assumptions

Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles.  Those estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses.  Actual results could vary from the estimates that were assumed in
preparing the financial statements.

3.   RELATED PARTY TRANSACTIONS

The officers and directors of the Company are involved in other business
activities and they may, in the future, become involved in additional business
ventures which also may require their attention. If a specific business
opportunity becomes available, such persons may face a conflict in selecting
between the Company and their other business interests. The Company has
formulated no policy for the resolution of such conflicts.

4.   GOING CONCERN

The Company intends to acquire interests in various business opportunities
which, in the opinion of management, will provide a profit to the Company.

Continuation of the Company as a going concern is dependent upon obtaining
additional working capital and the management of the Company has developed a
strategy, which it believes will accomplish this objective through additional
equity funding, which will enable the Company to continue operations into the
future. 

The Company recognizes that, if it is unable to raise additional capital, it
cannot conduct operations in the future.

Item 2.  Management's Discussion and Analysis or Plan of Operation.
                                
Ability of the Company to Continue

The Company has had a net operating loss carryforward of $540,147 since
inception and has no working capital.  The Company will need working capital
in order to continue as a going concern and the management believes they can
accomplish this objective through additional equity funding however there is
no assurance that the Company will be able to obtain this objective.


Liquidity and Capital Resources

At May 31, 1996, the Company had no assets and $1,600 in liabilities.  


Results of Operations

The Company has had no operations during this reporting period.  

                           PART II - OTHER INFORMATION
                                
Item 1. Legal Proceedings.
  
         None
  
Item 2. Changes in Securities.
  
         None
  
Item 3. Defaults Upon Senior Securities.
  
         None
  
Item 4. Submission of Matters to a Vote of Security Holders.
  
         None
  
Item 5. Other Information.
          
         None 
     
Item 6. Exhibits and Reports on Form 8-K.
  
          (a)  EXHIBIT             EXHIBIT NUMBER
  

             Financial Data              27
             Schedule

          (b)  Reports on Form 8-K
  
          A Form 8-K Current Report dated August 27, 1996, is being filed
simultaneously with this Report.  
  
  
                         SIGNATURES
                               
  
           Pursuant to the requirements 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.
  
  
                                     WEALTH INTERNATIONAL, INC.
  
  
Date: 10/22/96                 By  /s/ Ronald A. Nilsson
                                        President/Director



Date: 10/22/96                By /s/ Richard T. Smith
                                        Chief Financial Officer/
                                        Director