<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  FORM 10-QSBA

              [X] Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                  For the quarterly period ended July 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:33-06827-LA

                        SEQUESTER HOLDINGS, INCORPORATED
        (Exact name of small business issuer as specified in its charter)


        Nevada                                                95-4532103
---------------------------------------                -------------------------
(State or other jurisdiction of                        (formerly 95-4029439) 
incorporation or organization number)                  (I.R.S. employer
                                                        identification number)

2835 Townsgate Road, Suite 110, Westlake Village, CA            91361
--------------------------------------------------------------------------------
(Address of principal executive offices)                      (Zip Code)

       Registrant's telephone number, including area code: (805) 494-6687
                                                           --------------

                            KCD HOLDINGS INCORPORATED
--------------------------------------------------------------------------------
  (former, name, address, and former fiscal year, if changed since last report)

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. Yes X No
                                      ---  ---

State the number of shares outstanding of each of the Registrant's classes of
common equity, as of the latest practicable date.

<TABLE>
<CAPTION>
                                            Outstanding at
        Class of Common Stock               April 15, 1997
        ---------------------               --------------
        <S>                                 <C>
              $.002 par value                 15,808,163
</TABLE>


Transitional Small Business Disclosure Format      Yes    No X
                                                      ---   ---

            Number of sequentially numbered pages in the document: 34

<PAGE>   2

                                   FORM 10-QSB
                       Securities and Exchange Commission
                             Washington, D.C. 20549

                        SEQUESTER HOLDINGS, INCORPORATED
                      (formerly KCD HOLDINGS INCORPORATED)

                                      Index


<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION                                                        Page
                                                                                      ----
<S>                                                                                   <C>
       Item 1. Consolidated Financial Statements

               Consolidated Balance Sheets at                                          F-3
               July 31, 1996 (unaudited) and January 31, 1996

               Consolidated Statements of Operations for the three                     F-4
               months and the six months ended July 31, 1996 (unaudited)
               and 1995 (unaudited)

               Consolidated Statement of Stockholders' Investment                      F-5
               for the six months ended July 31, 1996 (unaudited)

               Consolidated Statement of Cash Flows                                    F-6
               for the six months ended July 31, 1996 (unaudited)
               and 1995 (unaudited)

               Notes to Consolidated Financial Statements                              F-7

      Item 2.  Management's Discussion and Analysis or Plan of                          21
               Operation.

PART II - OTHER INFORMATION

      Item 1.  Legal Proceedings                                                        33

      Item 6.  Exhibits and Reports on Form 8-K                                         33

Signatures                                                                              34
</TABLE>

<PAGE>   3
PART I. FINANCIAL INFORMATION
   ITEM  1. FINANCIAL STATEMENTS

                        SEQUESTER HOLDINGS, INCORPORATED

                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>
                                                                                 JULY 31, 1996     JANUARY 31, 1996
                                                                                 -------------     ----------------
                                                                                  (Unaudited)
<S>                                                                              <C>               <C>
   CURRENT ASSETS:
        Cash                                                                       $  592,836       $    48,279
        Accounts receivable, net                                                      511,879           381,098
        Accounts receivable - other, net                                               57,000           115,065
        Inventory                                                                     779,635           864,547
        Other                                                                           2,504             9,720
                                                                                 -------------     -------------
             Total current assets                                                   1,943,854         1,418,709
                                                                                 -------------     -------------

   PROPERTY AND EQUIPMENT, net                                                        159,397           184,357
                                                                                 -------------     -------------

   OTHER ASSETS:
        Deposits                                                                      135,235             3,938
        Intangibles, net                                                                2,204             2,333
                                                                                 -------------     -------------
           Total other assets                                                         137,439             6,271
                                                                                 -------------     -------------
              Total assets                                                         $2,240,690       $ 1,609,337
                                                                                 =============     =============

                              LIABILITIES AND STOCKHOLDERS' INVESTMENT (DEFICIT)

   CURRENT LIABILITIES:
        Accounts payable                                                           $  369,894       $   836,484
        Accrued expenses                                                              113,783           224,011
        Accrued advertising                                                           103,322           173,417
        Commissions payable                                                            49,858            31,948
        Royalties payable                                                             150,515           150,515
        Collateralized note payable-related party                                     334,501           621,018
        Loans from stockholders                                                       562,130           696,579
                                                                                 -------------     -------------
              Total current liabilities                                             1,684,003         2,733,972
                                                                                 -------------     -------------

       Commitments and contingencies (see Notes)

   STOCKHOLDERS' INVESTMENT (DEFICIT)
        Common stock, par value  $.002 per share; 25,000,000 shares                    27,727            33,204
            authorized; issued and outstanding 13,863,094 as of July 31, 1996
            and 16,602,000 as of January 31, 1996
        Additional paid in capital                                                  8,353,248         8,365,580
        Accumulated deficit                                                        (6,168,346)       (6,005,308)
        Prepaid advertising and consulting fees                                    (1,655,942)       (3,518,111)
                                                                                 -------------     -------------
              Total stockholders' investment (deficit)                                556,687        (1,124,635)
                                                                                 -------------     -------------
                  Total liabilities and stockholders' investment (deficit)         $2,240,690       $ 1,609,337
                                                                                 =============     =============
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.


                                      F-3
<PAGE>   4
                        SEQUESTER HOLDINGS, INCORPORATED

                      CONSOLIDATED STATEMENTS OF OPERATIONS

            FOR THE THREE AND SIX MONTHS ENDED JULY 31, 1996 AND 1995


<TABLE>
<CAPTION>
                                                 -----THREE MONTHS ENDED------   -------SIX MONTHS ENDED-------
                                                 JULY 31, 1996   JULY 31, 1995   JULY 31, 1996   JULY 31, 1995
                                                 -------------  ---------------  --------------  --------------
                                                  (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)
<S>                                              <C>            <C>              <C>             <C>       
    Net Revenues                                     $456,102       $3,231,260      $1,572,361      $4,120,201
    Cost of Goods Sold                                387,281          757,995         693,497         977,605
                                                 -------------  ---------------  --------------  --------------

    Gross Profit                                       68,821        2,473,265         878,864       3,142,596
                                                 -------------  ---------------  --------------  --------------

    Operating Expenses:
       Advertising                                    220,988        1,230,233         257,507       2,049,002
       Selling and  marketing                         243,695        1,210,975         441,305       1,623,373
       General and administrative                     471,518          364,505         978,917         753,535
       Royalties                                            -          204,948               -         339,990
                                                 -------------  ---------------  --------------  --------------
                                                      936,201        3,010,661       1,677,729       4,765,900
                                                 -------------  ---------------  --------------  --------------

    Loss from Operations                             (867,380)        (537,396)       (798,865)     (1,623,304)
                                                 -------------  ---------------  --------------  --------------

    Non - Operating Income (Expense)
       Interest expense                               (26,303)         (98,656)        (57,912)       (163,782)
       Interest income                                      -            9,399               -          11,469
       Litigation Settlements, net                          -                -         765,482               -
       Payments to Officer and Stockholder                  -                -         (70,143)              -
                                                 -------------  ---------------  --------------  --------------
                                                      (26,303)         (89,257)        637,427        (152,313)

                                                 -------------  ---------------  --------------  --------------
    Loss before Income Taxes                         (893,683)        (626,653)       (161,438)     (1,775,617)

    Provision for Income Taxes                              -                -           1,600           1,600
                                                 -------------  ---------------  --------------  --------------

    Net Loss                                        $(893,683)       $(626,653)      $(163,038)    $(1,777,217)
                                                 =============  ===============  ==============  ==============

    Weighted average shares of
        Common Stock Outstanding:                  13,511,170       15,881,973      14,762,189      15,933,423
                                                 =============  ===============  ==============  ==============

    Net Loss per share:                                $(0.07)          $(0.04)         $(0.01)         $(0.11)
                                                 =============  ===============  ==============  ==============
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.


                                      F-4
<PAGE>   5
                        SEQUESTER HOLDINGS, INCORPORATED

          CONSOLIDATED STATEMENT OF STOCKHOLDERS' INVESTMENT (DEFICIT)

                     FOR THE SIX MONTHS ENDED JULY 31, 1996


<TABLE>
<CAPTION>
                                            Common Stock
                                      ------------------------    Additional                                       Stockholder's
                                        Number                     Paid In      Accumulated         Equity          Investment
                                       of shares    Par value      Capital        Deficit         Reductions         (Deficit)
                                      ------------  ----------  --------------  --------------   --------------    --------------
<S>                                   <C>           <C>          <C>            <C>              <C>               <C>           
Balance January 31, 1996               16,602,000    $ 33,204     $ 8,365,580   $  (6,005,308)    $  (3,518,111)   $  (1,124,635)

Common stock retired,
   advertising settlement                (640,000)     (1,280)     (1,918,720)             --         1,380,238         (539,762)

Common stock retired,
   consulting services                   (155,200)       (310)     (1,047,290)             --         1,047,600                -

Common stock retired,
   satisfaction of loan                (3,800,000)     (7,600)             --              --                --           (7,600)

Issuance of common stock
   for other services                      46,000          92          14,908              --                --           15,000

Issuance of common stock
   in private placements                1,200,000       2,400       1,662,600              --                --        1,665,000

Net profit for three months
   ended April 30, 1996                        --          --              --         730,645                --          730,645

Amortization of prepaid
   advertising and consulting
   fees                                        --          --              --              --           51,042            51,042

Balance April 30, 1996
                                      ------------  ----------  -------------- ---------------   --------------    --------------
(Unaudited)                            13,252,800      26,506       7,077,078      (5,274,663)      (1,039,231)          789,690

Issuance of common stock
   for cash and consulting services       300,000         600         749,400                         (735,000)           15,000

Issuance of common stock
   to commission sales brokers             35,000          70          52,430                                             52,500

Issuance of common stock
   in litigation settlement                40,000          80          59,920                                             60,000

Issuance of common stock
   in private placements                  235,294         471         414,420                                            414,891

Net loss for three months                                                            (893,683)                          (893,683)
   ended July 31, 1996

Amortization of prepaid advertising
   and consulting fees                                                                                 118,289           118,289

                                      ============  ==========  ============== ===============   ==============    ==============
Balance July 31, 1996                  13,863,094    $ 27,727     $ 8,353,248   $  (6,168,346)      (1,655,942)    $     556,687
                                      ============  ==========  ============== ===============   ==============    ==============
   (Unaudited)
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.


                                      F-5

<PAGE>   6
                        SEQUESTER HOLDINGS, INCORPORATED

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                 FOR THE SIX MONTHS ENDED JULY 31, 1996 AND 1995


<TABLE>
<CAPTION>
                                                                          1996                1995
                                                                      --------------      -------------
    CASH FLOWS FROM OPERATING ACTIVITIES:                              (Unaudited)        (Unaudited)

<S>                                                                     <C>                <C>         
           Net Loss                                                     $  (163,038)       $(1,777,217)

           Adjustments to reconcile Net Loss to net cash 
           used in operating activities:
               Depreciation and amortization                                194,419             22,660
               Stock issued for advertising and other services               67,500          2,858,990
               Litigation settlements                                      (479,762)                 -
                                                                      --------------      -------------
                                                                           (380,881)         1,104,433
                                                                      --------------      -------------

               (Increase) / decrease in current assets:
                    Accounts receivable, net                               (130,781)          (565,992)
                    Inventory                                                84,912           (124,952)
                    Other current assets                                     65,281           (148,101)
                Increase / (decrease) in current liabilities:
                    Accounts payable                                       (466,590)           (27,419)
                    Accrued expenses                                       (110,228)            30,930
                    Accrued advertising                                     (70,095)            85,742
                    Commissions payable                                      17,910            (80,413)
                    Royalties payable                                             -           (266,444)
                                                                      --------------      -------------
                                                                           (609,591)        (1,096,649)
                                                                      --------------      -------------

           Net cash provided by (used in) operating activities             (990,472)             7,784
                                                                      --------------      -------------

    CASH FLOWS FROM INVESTING ACTIVITIES:

           Loan receivable-officer and stockholder                                -         (1,118,801)
           Purchase of property and equipment                                     -            (57,355)
           Deposits                                                        (131,296)            (3,938)
                                                                      --------------      -------------
           Net cash used in investing activities                           (131,296)        (1,180,094)
                                                                      --------------      -------------

    CASH FLOWS FROM FINANCING ACTIVITIES:

           Retirement of common stock                                        (7,600)                 -
           Proceeds from sale of common stock                             2,094,891            482,500
           Note payable                                                    (286,517)           205,300
           Loans from stockholders                                         (134,449)           614,586
                                                                      --------------      -------------
           Net cash provided by financing activities                      1,666,325          1,302,386

    NET INCREASE IN CASH                                                    544,557            130,076

    CASH,  BEGINNING BALANCE                                                 48,279              9,088
                                                                      --------------      -------------

    CASH,  ENDING BALANCE                                               $   592,836        $   139,164
                                                                      ==============      =============
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.


                                      F-6

<PAGE>   7
                        SEQUESTER HOLDINGS, INCORPORATED
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       JULY 31, 1996 AND JANUARY 31, 1996

1.  RECONCILIATION

The Company's previously filed Form 10-QSB included preliminary information and
certain other estimates. Based on subsequent information the Company prepared
the following reconciliation to amend the balances. The accompanying financial
statements, notes thereto and management's discussion and analysis or plan of
operations have been amended to incorporate these changes and current
developements through the date of this Form 10-QSBA.

AMENDED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                        JULY 31, 1996      JULY 31, 1996       NET
                                                                         AS AMENDED         AS REPORTED     CHANGE (A)
                                                                       -------------       ------------    -------------
<S>                                                                    <C>                 <C>             <C>        
CURRENT ASSETS:
     Cash                                                               $   592,836         $  592,836      $        --
     Accounts receivable, net                                               511,879            511,879               --
     Accounts receivable-- other, net                                        57,000             57,000               --
     Inventory                                                              779,635            779,635               --
     Other                                                                    2,504              2,504               --
                                                                      --------------      -------------   --------------
          Total current assets                                            1,943,854          1,943,854               --
                                                                      --------------      -------------   --------------

PROPERTY AND EQUIPMENT, net                                                 159,397            159,397               --
                                                                      --------------      -------------   --------------

OTHER ASSETS:
     Deposits                                                               135,235            135,235               --
     Intangibles, net                                                         2,204              2,204               --
                                                                      --------------      -------------   --------------
        Total other assets                                                  137,439            137,439               --
                                                                      --------------      -------------   --------------
           Total assets                                                 $ 2,240,690         $2,240,690      $        --
                                                                       =============       ============    =============

CURRENT LIABILITIES:
     Accounts payable                                                   $   369,894         $  369,894               --
     Accrued expenses                                                       113,783            113,783               --
     Accrued advertising                                                    103,322            103,322               --
     Commissions payable                                                     49,858             49,858               --
     Royalties payable                                                      150,515            150,515               --
     Collateralized note payable-related party                              334,501            334,501               --
     Loans from stockholders                                                562,130            562,130               --
                                                                      --------------      -------------   --------------
           Total current liabilities                                      1,684,003          1,684,003               --
                                                                      --------------      -------------   --------------

    Commitments and contingencies (see Notes)

STOCKHOLDERS' INVESTMENT (DEFICIT)
     Common stock, par value  $.002 per share; 25,000,000 shares             27,727             27,727               --
         authorized; issued and outstanding 13,863,094 as of 
          July 31, 1996
     Additional paid in capital                                           8,353,248          7,868,248          485,000
     Accumulated deficit                                                 (6,168,346)        (6,058,346)        (110,000)
     Prepaid advertising and consulting fees                             (1,655,942)        (1,280,942)        (375,000)
                                                                      --------------      -------------   --------------
           Total stockholders' investment                                   556,687            556,687               --
                                                                      --------------      -------------   --------------
               Total liabilities and stockholders' investment           $ 2,240,690         $2,240,690      $        --
                                                                       =============       ============    =============
</TABLE>



                                      F-7
<PAGE>   8

                        SEQUESTER HOLDINGS, INCORPORATED
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       JULY 31, 1996 AND JANUARY 31, 1996


AMENDED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                        -----------THREE MONTHS ENDED------------    -------------SIX MONTHS ENDED-------------
                                        JULY 31, 1996  JULY 31, 1996      NET       JULY 31, 1996  JULY 31, 1996       NET
                                         AS AMENDED     AS REPORTED    CHANGE (A)     AS AMENDED    AS REPORTED     CHANGE (A)
                                        ------------   ------------   ------------   ------------   ------------   ------------
<S>                                     <C>            <C>            <C>            <C>            <C>            <C>         
Net Revenues                            $    456,102   $    456,102   $         --   $  1,572,361   $  1,572,361   $         --
Cost of Goods Sold                           387,281        387,281             --        693,497        693,497             --
                                        ------------   ------------   ------------   ------------   ------------   ------------

Gross Profit                                  68,821         68,821             --        878,864        878,864             --
                                        ------------   ------------   ------------   ------------   ------------   ------------

Operating Expenses:
   Advertising                               220,988        220,988             --        257,507        257,507             --
   Selling and  marketing                    243,695        243,695             --        441,305        406,305         35,000
   General and administrative                471,518        509,018        (37,500)       978,917        903,917         75,000
   Royalties                                      --             --             --             --             --             --
                                        ------------   ------------   ------------   ------------   ------------   ------------
                                             936,201        973,701        (37,500)     1,677,729      1,567,729        110,000
                                        ------------   ------------   ------------   ------------   ------------   ------------

Loss from Operations                        (867,380)      (904,880)        37,500       (798,865)      (688,865)      (110,000)
                                        ------------   ------------   ------------   ------------   ------------   ------------
Non - Operating Income (Expense)                  --
   Interest expense                          (26,303)       (26,303)            --        (57,912)       (57,912)            --
   Interest income                                --             --             --             --             --             --
   Litigation Settlements, net                    --             --             --        765,482        765,482             --
   Payments to Officer and Stockholder            --             --             --        (70,143)       (70,143)            --
                                        ------------   ------------   ------------   ------------   ------------   ------------
                                             (26,303)       (26,303)            --        637,427        637,427             --


                                        ------------   ------------   ------------   ------------   ------------   ------------
Loss before Income Taxes                    (893,683)      (931,183)        37,500       (161,438)       (51,438)      (110,000)
                                                                                                                   ------------
Provision for Income Taxes                        --             --             --          1,600          1,600             --
                                        ------------   ------------   ------------   ------------   ------------   ------------

Net Loss                                $   (893,683)  $   (931,183)        37,500   $   (163,038)  $    (53,038)  $   (110,000)
                                        ============   ============   ============   ============   ============   ============

Weighted average shares of
    Common Stock Outstanding:             13,511,170     13,511,170             --     14,762,189     14,762,189             --
                                        ============   ============   ============   ============   ============   ============

Net Loss per share:                     $      (0.07)  $      (0.07)            --   $      (0.01)  $      (0.01)            --
                                        ============   ============   ============   ============   ============   ============
</TABLE>



                                      F-8

<PAGE>   9
                        SEQUESTER HOLDINGS, INCORPORATED
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       JULY 31, 1996 AND JANUARY 31, 1996

AMENDED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                               JULY 31, 1996  JULY 31, 1996      NET
                                                                                AS AMENDED     AS REPORTED    CHANGE (A)
                                                                               ------------   ------------   ------------
<S>                                                                            <C>            <C>            <C>          
CASH FLOWS FROM OPERATING ACTIVITIES:
          Net Loss                                                             $   (163,038)  $    (53,038)  $   (110,000)

          Adjustments to reconcile Net Loss to net cash used in operating
          activities:
              Depreciation and amortization                                         194,419        119,419         75,000
              Stock issued for advertising and other services                        67,500         32,500         35,000
              Litigation settlements                                               (479,762)      (479,762)            --
                                                                               ------------   ------------   ------------
                                                                                   (380,881)      (380,881)            --
                                                                               ------------   ------------   ------------

              (Increase) / decrease in current assets:
                   Accounts receivable, net                                        (130,781)      (130,781)            --
                   Inventory                                                         84,912         84,912             --
                   Other current assets                                              65,281         65,281             --
               Increase / (decrease) in current liabilities:
                   Accounts payable                                                (466,590)      (466,590)            --
                   Accrued expenses                                                (110,228)      (110,228)            --
                   Accrued advertising                                              (70,095)       (70,095)            --
                   Commissions payable                                               17,910         17,910             --
                   Royalties payable                                                     --             --             --
                                                                               ------------   ------------   ------------
                                                                                   (609,591)      (609,591)            --
                                                                               ------------   ------------   ------------
          Net cash used in operating activities                                    (990,472)      (990,472)            --
                                                                               ------------   ------------   ------------
CASH FLOWS FROM INVESTING ACTIVITIES:

          Deposits                                                                 (131,296)      (131,296)            --
                                                                               ------------   ------------   ------------
CASH FLOWS FROM FINANCING ACTIVITIES:

          Retirement of common stock                                                 (7,600)        (7,600)            --
          Proceeds from sale of common stock                                      2,094,891      2,094,891             --
          Note payable                                                             (286,517)      (286,517)            --
          Loans from stockholders                                                  (134,449)      (134,449)            --
                                                                               ------------   ------------   ------------
          Net cash provided by financing activities                               1,666,325      1,666,325             --

NET INCREASE IN CASH                                                                544,557        544,557             --

CASH,  BEGINNING BALANCE                                                             48,279         48,279             --
                                                                               ------------   ------------   ------------
CASH,  ENDING BALANCE                                                          $    592,836   $    592,836   $         --
                                                                               ============   ============   ============
</TABLE>


(a) The net change resulted from adjustments to the fair market value assigned
to Company common stock which was issued to a consultant for services and to
commission sales brokers.


                                      F-9

<PAGE>   10
                        SEQUESTER HOLDINGS, INCORPORATED
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       JULY 31, 1996 AND JANUARY 31, 1996


2.       DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

SeQuester Holdings, Incorporated ("the Company"), formerly KCD Holdings
Incorporated, was incorporated in the state of Nevada on February 13, 1986. The
Company's activities from inception until 1993 consisted primarily of reviewing
possible business opportunities and acquisitions, and maintaining the business
entity. The Company had only nominal net assets and no operational activities
from the fiscal years 1989 through 1993 and all expenses incurred were solely
related to maintaining the entity and reviewing potential business
opportunities.

The Company is a holding company which operates primarily through its
wholly-owned subsidiary, SeQuester Incorporated ("SeQuester"), formerly KCD
Incorporated, which was incorporated in November 1993. The Company is a
distributor and marketer of technically advanced health products. The Company
currently markets dietary aid products under the names SeQuester(R),
ChromaQuest(TM) and PhytoQuest(TM). These products are sold to national drug and
food chain retailers, wholesalers and mass merchandisers throughout the United
States using several of the nation's largest food brokerage firms.

In October 1994, in connection with the issuance of 14,100,000 shares of its
common stock, $0.002 par value, 100,000 shares to the stockholders of the
Company for cancellation of indebtedness then outstanding and 14,000,000 shares
to the stockholders of SeQuester when unrestricted shares were trading at
approximately $1.00 per share, the Company acquired 100% of the ownership of
SeQuester, as a reverse merger. The stock exchange was recorded as a
recapitalization of SeQuester using the Company's historical cost. SeQuester,
which is engaged in the business of marketing and distributing dietary aids,
commenced its operations in February 1994. For financial reporting purposes, the
operations of SeQuester have been included in the accompanying consolidated
financial statements since that date.

The Company's activities through 1995 consisted primarily of the development and
marketing of its dietary supplement product, SeQuester(R) 1. The Company
introduced an appetite suppressant, SeQuester(R) 2 and a chromium based dietary
supplement, ChromaQuest(TM) in addition to SeQuester(R) 1 in December 1995.
Additionally, the Company introduced its fourth product, PhytoQuest(TM), in
October 1996. It is composed of phytosterols, which in recent research shows
potential to inhibit the gastrointestinal absorption of cholesterol. Additional
new health products are scheduled for introduction in 1997, all under the
trademark SeQuester(R). To date, the Company has developed access to major
domestic retail, pharmacy and mass merchandiser chains in the United States.

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect amounts reported and disclosed in the financial statements and related
notes. Actual results could differ from those estimates.

Certain reclassifications were made to the 1995 consolidated financial statement
presentation to conform with the 1996 consolidated financial statement
presentation.



                                      F-10
<PAGE>   11

                        SEQUESTER HOLDINGS, INCORPORATED
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       JULY 31, 1996 AND JANUARY 31, 1996


The accompanying consolidated financial statements of the Company and its
subsidiary have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-QSB. Certain notes and other information have been condensed or omitted from
the interim financial statements presented in this report. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, the financial statements reflect all adjustments considered
necessary for a fair presentation. The results of operations for the six months
ended July 31, 1996 are not necessarily indicative of the results to be expected
for the full year. For further information, refer to the financial statements
and footnotes thereto included in the Company's Annual Reports on Form 10-KSB
for the years ended January 31, 1997 and 1996 as filed with the Securities and
Exchange Commission. All significant intercompany balances and transactions have
been eliminated in consolidation.

3.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Revenue Recognition -- The Company recognizes revenue from wholesalers,
distributors and retailers at the time of shipment, net of sales returns and
allowances.

Significant customers accounting for 57% of revenues for the six months ended
July 31, 1996 include American Drug Stores 19%, Wal-Mart Stores 18%, Revco D.S.
Inc. 12% and Eckerd Drug 8%. Major customers accounting for 50% of revenues for
the six months ended July 31, 1995 include McKesson Drug Company 12%, Wal-Mart
Stores 10%, Mark Stevens (CVS Inc.) 8%, K-Mart Corp. 7%, American Drug Stores 7%
and Thrift Drug 6%.

(b) Fair Value of Financial Instruments and Credit Risk -- The carrying value of
cash, receivables and payables approximates their fair values due to the
relatively short maturity of these instruments.

(c) Allowance for Doubtful Accounts -- In determining the allowance to be
maintained, management evaluates many factors including industry and historical
loss experience. The allowance for doubtful accounts is maintained at an amount
management deems adequate to cover estimated losses. The allowance for doubtful
accounts at July 31, 1996 was $56,872 for trade receivables and $58,065 for
other receivables. The allowance for doubtful accounts at January 31, 1996 was
$52,163.

(d) Advertising -- The Company expenses advertising costs as incurred.

(e) Inventory -- Inventory is valued at the lower of cost or market value. Cost
is determined using the first-in, first-out method. Inventory consisted of:



                                      F-11

<PAGE>   12
                        SEQUESTER HOLDINGS, INCORPORATED
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       JULY 31, 1996 AND JANUARY 31, 1996


<TABLE>
<CAPTION>
                                                July 31, 1996   January 31, 1996
                                              ----------------  ----------------
<S>                                           <C>               <C>             
Product Units                                 $        593,009  $        704,741
Packaging and Product Displays                         177,826           153,578
Shipping Supplies                                        8,800             6,228
                                              ----------------  ----------------
                                              $        779,635  $        864,547
                                              ================  ================
</TABLE>

(f) Property and Equipment -- The Company records property and equipment at cost
and depreciates it over the useful life of the asset using the straight-line
method of depreciation. Renewals and betterments are capitalized while repairs
and maintenance are charged to expense. Estimated useful lives are as follows:

<TABLE>
             <S>                                         <C>    
             Product Tooling                             2 years
             Machinery and Equipment                     5-10 years
             Furniture and Fixtures                      5 years
             Computer Equipment                          5 years
             Leasehold Improvements                      5-10 years
</TABLE>

(g) Income Taxes -- Deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases at enacted rates when such amounts are expected to be
realized or settled.

(h) Income (Loss) Per Common Share -- Income (Loss) per common share is based on
the weighted average number of common shares outstanding. Common share
equivalents have not been considered in determining the weighted average number
of shares outstanding as their effect would either be antidilutive or result in
no material dilution of earnings per share.

(i) Risks and Uncertainties -- In the normal course of business, the Company is
subject to certain risks and uncertainties as follows:

       - The Company's primary source of revenue has been from a single product,
         SeQuester(R) 1; however, the Company introduced two new dietary aid
         products in December 1995 (SeQuester(R) 2 and ChromaQuest(TM)) and
         introduced a fourth product, PhytoQuest(TM) in October 1996.

       - The Company has a significant deficit and has incurred substantial
         losses from operations for the period from inception through July 31,
         1996.

       - The marketing of the Company's products are subject to the rules and
         regulations of the Federal Trade Commission.

       - The Company provides its product on unsecured credit to most of its
         customers, the majority of which are national retail outlets.



                                      F-12
<PAGE>   13
                        SEQUESTER HOLDINGS, INCORPORATED
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       JULY 31, 1996 AND JANUARY 31, 1996


(j) The Company accounts for stock-based employee compensation as prescribed by
APB Opinion 25, and has adopted the disclosure provisions of FAS 123. FAS 123
requires pro forma disclosures of net income and earnings per share as if the
fair value based method of accounting for stock-based awards had been applied.
The adoption of FAS 123 disclosure provisions has no effect on either the
Company's balance sheet or its results of operations.

4.  REVENUES

In the normal course of business during the six month periods ended July 31,
1996 and 1995, the Company granted its customers a variety of discounts. The
discounts granted were as follows:

<TABLE>
<CAPTION>
                                                        1996            1995
                                                    ------------    ------------
<S>                                                 <C>             <C>         
Gross Revenues                                      $  2,066,439    $  4,849,102
                                                    ------------    ------------
Discounts:
         Refunds and Returns                        $    131,779    $     30,706
         Introductory and Promotional                    120,633         350,759
         Co-op Advertising                               202,137         268,105
         Other                                            39,529          79,331
                                                    ------------    ------------
         Total Discounts                            $    494,078    $    728,901
                                                    ------------    ------------
         Net Revenues                               $  1,572,361    $  4,120,201
                                                    ============    ============
</TABLE>


5.  PROPERTY AND EQUIPMENT

<TABLE>
<CAPTION>
                                              July 31, 1996    January 31, 1996
                                            ----------------   ----------------
<S>                                         <C>                <C>             
Product Tooling                             $         43,900   $         43,900
Machinery and Equipment                               79,280             79,280
Furniture and Fixtures                                 6,231              6,231
Computer Equipment                                    31,198             31,198
Leasehold Improvements                                54,291             54,291
                                            ----------------   ----------------
                                                     214,900            214,900
Less:  Accumulated Depreciation                      (55,503)           (30,543)
                                            ----------------   ----------------

                                            $        159,397   $        184,357
                                            ================   ================
</TABLE>


                                      F-13
<PAGE>   14

                        SEQUESTER HOLDINGS, INCORPORATED
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       JULY 31, 1996 AND JANUARY 31, 1996


6.  LOAN RECEIVABLE FROM OFFICER AND STOCKHOLDER

On February 1, 1995 the Company agreed to loan Clark Holcomb, the President of
the Company at that time, up to the principal amount of $2,000,000 with interest
payable at the rate of 8% per annum on the unpaid balance. The loan was payable
on demand upon sixty days prior notice. In consideration for the loan, Mr.
Holcomb agreed and acted to retire 2,000,000 shares of the Company's common
stock owned by him and further agreed to personally guarantee and collateralize
future borrowings by the Company up to the principal balance of the loan. No
salary was paid or accrued for Mr. Holcomb for the twelve months ended January
31, 1996. As of January 31, 1996, the balance of principal and interest
receivable on this loan of $2,145,964 was determined to be uncollectible and was
expensed during the twelve months ended January 31, 1996. In April 1996, Mr.
Holcomb retired 3,800,000 shares of Company common stock personally owned by him
in further satisfaction of the Company's outstanding loan receivable from him
which was $2,223,707 at that date. An additional $70,143 was expensed during the
six months ended July 31, 1996.

7.  LOANS PAYABLE TO STOCKHOLDERS AND COLLATERALIZED PROMISSORY NOTE

(a) On July 31, 1996, the Company owed stockholders the amount of $562,130
including principal and interest. These loans are interest bearing, at a rate of
9% per annum, and have varying repayment terms, all of which mature on May 1,
1997, principally for the purpose of providing the Company with working capital.
These notes are subject to a security agreement which covers all of the accounts
receivable of the Company.

In March 1997, the Company entered into an agreement with these stockholders to
convert the outstanding principal balance of such loans as of March 31, 1997 to
approximately 1,047,242 restricted common shares of Company stock. The principal
balance of such loans will be converted at a price 25% below the closing bid
price of the Company's common stock as of March 31, 1997 (approximately $0.328).
These restricted shares were issued in May 1997 and contain certain registration
rights.

(b) On October 17, 1995, the Company executed a promissory note for the sum of
$750,000, or the aggregate unpaid principal amount of advances up to the sum of
$750,000, with interest payable at 10% per annum on the outstanding balance with
a stockholder. The Company issued 25,000 shares of restricted common stock as
consideration for the note and expensed $62,500 as interest. The note, principal
plus interest, was payable based upon 50% of net collections from product sales
with any remaining balance due in full on or before October 17, 1996. The note
was subject to a security agreement which covered all of the accounts
receivable, contract rights and inventory of the Company. In August 1996, the
balance of principal and interest outstanding of this note was satisfied. In
August 1996, the Company entered into a stock purchase agreement with the same
stockholder wherein the Company issued 125,000 shares of restricted common stock
in satisfaction of $250,000 of the principal balance of the secured promissory
note dated October 17, 1995 due to that stockholder. In connection with this
transaction, the Company entered into a put option agreement wherein that
stockholder had the right, upon his election, to sell to the Company a total of
125,000 



                                      F-14
<PAGE>   15

                        SEQUESTER HOLDINGS, INCORPORATED
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       JULY 31, 1996 AND JANUARY 31, 1996


shares of Company common stock at $2.00 per share at any time between October
17, 1996 and April 17, 1997. The put option agreement expired on April 17, 1997.
As of July 31, 1996, the balance of principal and interest outstanding of this
note was $334,501.

8.  INCOME TAXES

No provision was made for Federal income tax since the Company has significant
net operating loss carryforwards. Through January 31, 1996, the Company incurred
net operating losses for tax purposes of approximately $4,941,000. Differences
between financial statement and tax losses consist primarily of amortization,
allowance for doubtful accounts, and termination of sub-chapter S status for a
subsidiary in connection with a merger in October, 1994. The net operating loss
carryforwards may be used to reduce taxable income through the year 2011. Net
operating loss carryforwards for the State of California are approximately
$2,318,000 and are generally available to reduce taxable income through the year
2001. Net operating loss carryforwards for the State of New Jersey are
approximately $327,000 and are generally available to reduce taxable income
through 2003. The availability of the Company's net operating loss carryforwards
are subject to limitation if there is a 50% or more positive change in the
ownership of the Company's stock. During the two taxable years ended January 31,
1996, the Company incurred a 50% or more change in ownership. Therefore, the
availability of the Company's net operating loss carryforwards may be limited.
The provision for income taxes consists of the California and New Jersey state
minimum taxes imposed on corporations.

The gross deferred tax asset balance as of January 31, 1996 was approximately
$1,946,000. A 100% valuation reserve has been established against the deferred
tax assets, as the utilization of the loss carryforwards can not reasonably be
assured.

9.  CONTRACTS AND AGREEMENTS

(a) Advertising Agreement -- In May 1995, the Company entered into a one year
agreement with Premiere Radio Networks ("Premiere") for bartered advertising in
the amount of $1,000,000. As consideration for this advertising, the Company
issued 200,000 shares of restricted common stock to Premiere. As of July 31,
1996, $530,187 of unused advertising was available in connection with this
agreement.

(b) Supply and Packaging Agreements -- In April 1996, the Company entered into a
five year supply agreement with a major manufacturer to provide dietary
supplements for resale within the United States and Canada. This agreement also
provides exclusive rights for the Company to sell products to certain retail
stores and wholesalers. In addition, in April 1996, the Company entered into a
five year packaging agreement which covers a significant portion of the
Company's packaging requirements.


                                      F-15
<PAGE>   16

                        SEQUESTER HOLDINGS, INCORPORATED
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       JULY 31, 1996 AND JANUARY 31, 1996


10.      STOCKHOLDERS' INVESTMENT

(a) Common Stock -- In January 1996, the Company issued 225,000 shares of common
stock for management consulting services to be provided over a twenty-four month
period. The Company recorded $1,518,750 (the value of the shares) as prepaid
consulting fees which was offset to equity. In January 1996, these services were
terminated and 155,200 of the shares issued were returned to the Company and
retired. Prepaid consulting fees were reduced by $1,047,600 (the value of the
shares retired). The balance of the issued shares of 69,800 are in litigation.

During the twelve months ended January 31, 1996, the Company issued 1,267,500
shares of restricted common stock as consideration for $4,135,000 of
advertising. In April 1996, in connection with a settlement agreement, 640,000
of the shares issued were retired and prepaid advertising was reduced by
$1,380,238.

In February 1996, the Company amended and restated its Consulting Agreement and
Stock Plan with a consultant, dated February 15, 1995 to extend the term of such
agreement for an additional three (3) year period and, in June 1996, issued an
additional 300,000 shares of Company common stock, to such consultant.

In April 1996, the Company retired 3,800,000 shares of common stock, at par
value, in satisfaction of the Company's outstanding loan to Clark Holcomb.

In April 1996, the Company issued 1,200,000 shares of common stock for net
proceeds of $1,665,000 in a private placement. Upon completion of this
transaction, the Company issued to the placement agent 300,000 warrants to
purchase additional shares of common stock at $2.50 per share. These warrants
have a five year life and contain certain registration rights.

During the three months ended April 30, 1996, the Company issued 46,000 shares
of restricted common stock for other services.

In June 1996, the Company entered into a stock purchase agreement pursuant to
which the Company agreed to issue a maximum of 1,000,000 shares of common stock
offered at a price per share equal to the lesser of (i) 50% below the closing
bid price of the Company's common stock or (ii) $2.00 per share. In June 1996,
235,294 shares were issued for net proceeds of $414,891. Upon completion of this
agreement, the Company agreed to issue, to the placement agent, 300,000 warrants
to purchase common stock at the offering price. These warrants will have a five
year life and contain certain registration rights. In addition, upon completion
of this agreement, the Company agreed to enter into certain investment
relationship agreements for a one year period which provide for aggregate
payments of $4,000 per month and the issuance of an aggregate of 200,000
warrants to purchase common stock at the offering price. These warrants will
have a five year life and contain certain registration rights.

During the three months ended July 31, 1996, the Company issued (i) 35,000
restricted shares of common stock to commission sales brokers and 40,000 shares
of restricted common stock in 



                                      F-16

<PAGE>   17

settlement of litigation. In August 1996, an additional 4,505 shares of
restricted common stock were issued to commission sales brokers.

In connection with an agreement with a consultant to provide certain
advertising, design and marketing services, the Company also entered into a
common stock purchase agreement. Under the terms of the stock purchase
agreement, the Company was obligated to issue up to an aggregate of 250,000
shares of Company common stock at a purchase price of par value through August
1998. In August 1996, the Company issued 150,000 shares under this agreement.
The shares were subject to repurchase by the Company at par value for a period
of two years from date of purchase. In April 1997, this common stock agreement
was canceled and the previously issued shares thereunder were returned to the
Company and retired.

(b) Public Warrants -- The outstanding public warrants of the Company at July
31, 1996 are as follows:

<TABLE>
<CAPTION>
 Warrant Class           Amount Outstanding           Exercise Price
 -------------           ------------------           --------------
<S>                      <C>                          <C>  
       A                        398,850                    $0.50
       B                        488,600                     0.75
       C                        488,600                     1.00
                             ----------
                              1,376,050
</TABLE>

In May 1996, the Company extended the date within which the outstanding warrants
of the Company could be exercised to June 30, 1997. Exercise of these warrants
is subject to an effective registration statement with the Securities and
Exchange Commission. No warrants were exercised during the six months ended July
31, 1996 or the twelve months ended January 31, 1996.

10.      LITIGATION

The Company is involved in several legal actions. In the opinion of the
management, the Company has adequate legal defenses with respect to these
actions, as noted below:

Charles McClendon vs. Clark M. Holcomb and KCD

Charles McClendon ("McClendon") filed a complaint on October 12, 1995 in the
Superior Court of the State of California for the County of Los Angeles against
Clark M. Holcomb ("Holcomb") and SeQuester alleging breach of contract, fraud,
fraudulent misrepresentation, violation of California Corporate Securities Law,
money had and received and account stated. McClendon alleged that Holcomb
fraudulently breached a contract by and between McClendon and Holcomb pursuant
to which Holcomb agreed to sell shares of Interactive Medical Technologies Ltd.
("IMT") stock to McClendon. Plaintiff named SeQuester as the alter-ego of
Holcomb. McClendon is seeking damages in a sum in excess of $50,000 as well as
attorneys' fees, exemplary and punitive damages. It is the Company's position
that it has no obligation or 



                                      F-17
<PAGE>   18

                        SEQUESTER HOLDINGS, INCORPORATED
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       JULY 31, 1996 AND JANUARY 31, 1996


liability to McClendon in connection with this matter. In February 1997, the
Company settled these disputed and doubtful claims for the sum of $24,000 to
avoid further litigation costs inherent in defending the action, which was
dismissed with prejudice.

Federal Trade Commission

The advertising and promotion of the Company's products is subject to regulation
by the Federal Trade Commission ("FTC") under the Federal Trade Commission Act
("FTCA"). Among other requirements, the FTC requires that all claims made in
advertising be truthful and substantiated in accordance with standards that have
been developed by the FTC. The Company's advertising claims for its SeQuester(R)
products were recently the subject of inquiry by the Seattle Regional Office of
the FTC which alleged that previous claims for the SeQuester(R) 1 product were
false and/or unsubstantiated in violation of the FTCA. On December 18, 1996, the
Company's Board of Directors approved a proposed administrative consent order
which, if accepted by the FTC, would require the Company to pay $150,000 to the
FTC and maintain adequate substantiation for future advertising claims. The
proposed consent order would also require Clark M. Holcomb, a former officer and
director of the Company and Bonnie L. Richards, a current officer and director
of the Company, to maintain adequate substantiation for the future advertising
claims and would impose joint and several liability for the $150,000 payment to
the FTC between the Company and Ms. Richards. The proposed consent order will
not become final until it is approved by the FTC after being published for
notice and comment. In the event the proposed consent order is not approved, the
Company intends to resume settlement discussions with the FTC. Once the proposed
order becomes final, the Company, Mr. Holcomb and Ms. Richards will be subject
to substantial monetary penalties in the event of non-compliance. Such
penalties, if imposed, could have a material adverse effect on the Company.

KCD Holdings, Incorporated vs. Peter D. Bistrian and Horowitz, Cutler & Beam

In December 1995, the Company entered into a Management Consulting Agreement
("Consulting Agreement") with Peter D. Bistrian Consulting, Inc. ("PBC") for
management and marketing consulting services. As compensation for the foregoing
consulting services, PBC received 225,000 shares of the Company's common stock
(the "Consulting Shares"). The Company acted to register the offer and sale of
the Consulting Shares on Form S-8 which was filed in January 1996. In January
1996, the Company terminated the Consulting Agreement as a result of PBC's use
of the Company's confidential information for PBC's own benefit. The Company
requested in such notice of termination that PBC immediately return the
Consulting Shares for cancellation and that PBC immediately cease and desist
from trading in the Company's securities. Notwithstanding the Company's notice,
it appears that PBC subsequently acted to sell a substantial portion of the
Consulting Shares in the open market which was in violation of a lock-up
agreement prohibiting the sale of the Consulting Shares. In an attempt to
resolve this matter in an expeditious manner, and to secure the Consulting
Shares for cancellation, the Company entered into a conditional settlement
agreement, contingent upon the return to the Company of all of the Consulting
Shares, which required PBC to deliver the Consulting Shares to an escrow account
maintained by the law firm of 




                                      F-18
<PAGE>   19

                        SEQUESTER HOLDINGS, INCORPORATED
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       JULY 31, 1996 AND JANUARY 31, 1996


Horowitz, Cutler & Beam ("HC&B") for delivery to the Company. In February 1996,
HC&B delivered 155,200 of the 225,000 Consulting Shares to the Company. In May
of 1996, the Company filed a Complaint in the Superior Court of the State of
California for the County of Los Angeles against PBC; Peter D. Bistrian; HC&B;
M. Richard Cutler; Gateway Financial Group, Inc. ("GFG"); and Lisa Paige for
breach of written contract; legal malpractice; intentional misrepresentation;
negligent misrepresentation; securities fraud; conversion; constructive fraud;
breach of fiduciary duty; insider trading; breach of covenant of good faith and
fair dealing; and violation of the racketeering influenced and corrupt
organizations act. The Company reached a settlement with defendants PBC; Peter
D. Bistrian; HC&B and M. Richard Cutler in which certain of the foregoing
defendants would pay the Company the sum of $225,000 to settle this action with
respect to all named defendants, exclusive of GFG. The settlement is contingent
upon, amongst other things, the execution of a release by Peter Bistrian in
favor of HC&B and M. Richard Cutler, and a determination of good faith
settlement by the court. On May 12, 1997 defendant GFG filed a cross-complaint
against the Company, the Company's former President and other parties for
equitable indemnity; partial indemnity and declaratory relief. The Company
believes that the allegations contained in the cross-complaint are without merit
and intends to respond to the cross-complaint accordingly.

KCD vs. Performance Financial Services, Inc. and Fed Funds, Incorporated

In January 1996, the Company filed a suit against Fed Funds, Incorporated
("FedFunds") and Performance Financial Services, Inc. ("Performance") in the
United States District Court for the Eastern District of Virginia for unlawful
conversion of Company funds held under a factoring agreement in the amount of
$136,608 plus compensatory damages for interest and profits as well as punitive
damages.

This action was settled, in July 1996, with respect to Fed Funds resulting in a
cash payment received by the Company, in the amount of $57,000. In October 1996,
the Company was awarded a judgment of $500,000 against Performance. No value was
recorded for this award as Performance was insolvent and all amounts owed were
deemed to be uncollectible. Recorded remaining balances due from Performance of
$58,065 were written off during the nine months ended October 31, 1996.

EHI vs. KCD

In March 1996, Effective Health Inc. ("EHI"), a wholly-owned subsidiary of IMT,
filed an action against KCD in Los Angeles County Superior Court. This action
alleges causes of action against SeQuester for breach of the First Amended
License Agreement ("Amended License Agreement") by and between EHI and
SeQuester, declaratory relief and permanent injunction. The action is based upon
the alleged failure of SeQuester to pay royalties due pursuant to the Amended
License Agreement and use of advertising claims in connection with the sale of
the licensed products which were in excess of those which EHI authorized
SeQuester to make. SeQuester has denied all of the allegations in the complaint
and, in April 1996, filed an answer and cross-complaint. The cross-complaint is
based on the Company's belief that the patent for the licensed product under the
Amended License Agreement does not appear to infringe any of the Company's




                                      F-19
<PAGE>   20

                        SEQUESTER HOLDINGS, INCORPORATED
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       JULY 31, 1996 AND JANUARY 31, 1996


products, as set forth in the Company's letter to IMT and EHI, dated February
29, 1996, which demanded repayment of approximately $828,980 in royalties and
licensing fees previously paid and the return of 100,000 shares of the Company's
common stock issued to IMT thereunder. This cross-complaint names EHI and IMT,
as well as Dr. Shell and William Pelzer as former officers of IMT and alleges
breach of contract, breach of good faith and fair dealing, negligence,
intentional misrepresentation, negligent misrepresentation, conversion,
securities fraud, rescission, accounting and constructive trust. The Company has
requested, injunctive relief, damages and return of all Company stock issued and
monies paid to cross-defendants under the Amended License Agreement. In October
1996, EHI dismissed its complaint, with prejudice, and the Company dismissed its
cross-complaint, with prejudice, in accordance with the terms of a Settlement
Agreement and Mutual Release (the "Settlement Agreement") resolving the
foregoing actions. The terms of the Settlement Agreement provide that: (i) EHI
will retain all royalties and license fees previously paid by the Company, with
all accounts and obligations between KCD and EHI and its parent Interactive
Medical Technologies, Ltd. ("IMT") deemed paid in full; (ii) IMT will retain the
100,000 shares of the Company's stock previously issued to it; (iii) to the
extent EHI or IMT has any intellectual property rights or patent interests
relative to any fat sequestrant product, the Company is granted an exclusive
worldwide perpetual royalty free license to such rights; (iv) the parties agree
not to interfere in any manner with the other parties' relationships with
manufacturers, marketers or vendors; and (v) the parties agreed to mutual
general releases.

David J. Krizman vs. KCD Incorporated, et. al.

In April 1997, David Krizman, individually and as attorney in fact, sued the
Company and the Company's former President, Clark M. Holcomb, in the United
States Bankruptcy Court for the Central District of California. The Complaint
alleges that the Company breached a written contract by failing to transfer
shares of the Company's common stock owned by Mr. Holcomb to the plaintiff. It
is the Company's position that it has no obligation or liability to plaintiff in
connection with this matter other than to facilitate the transfer of the shares
in the ordinary course of business in compliance with applicable securities laws
and orders applicable to Mr. Holcomb. The Company intends to respond to the
Complaint accordingly and to vigorously defend this action.

In April 1996, the Company settled certain advertising litigation resulting in a
gain of $845,482 and settled certain litigation, resulting in a loss of $80,000,
regarding a former sales broker in order to avoid the costs inherent in
defending the action. In August 1996, the Company settled certain litigation
regarding a license agreement and royalties with Effective Health Inc., a
wholly-owned subsidiary of Interactive Medical Technologies Ltd., which resulted
in a net gain of $151,245. In December 1996, the Company approved a proposed
administrative consent order with the FTC regarding alleged unsubstantiated
advertising claims which would require the Company to pay $150,000 to the FTC.
In February 1997, the Company settled certain other disputed and doubtful claims
for the sum of $24,000 to avoid further litigation costs inherent in defending
the action.

Except as otherwise specifically indicated above, management believes that the
Company does not have any material liability for any lawsuits, settlements,
judgments or fees of defense counsel which have not been paid or accrued as of
July 31, 1996.

                                      F-20
<PAGE>   21

                        SEQUESTER HOLDINGS, INCORPORATED
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       JULY 31, 1996 AND JANUARY 31, 1996


As there is no assurance that the Company will prevail in any of the foregoing
lawsuits, the Company may incur substantial expense in connection with this
litigation. Any unfavorable settlement or judgment against the Company, in which
the Company is a defendant, could have a material adverse effect upon the
financial condition and operational results of the Company.



                                      F-21

<PAGE>   22
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

General

         SeQuester Holdings, Incorporated ("the Company"), formerly KCD Holdings
Incorporated, was incorporated in the state of Nevada on February 13, 1986. The
Company's activities from inception until 1993 consisted primarily of reviewing
possible business opportunities and acquisitions, and maintaining the business
entity. The Company had only nominal net assets and no operational activities
from the fiscal years 1989 through 1993 and all expenses incurred were solely
related to maintaining the entity and reviewing potential business
opportunities.

         The Company is a holding company which operates primarily through its
wholly-owned subsidiary, SeQuester Incorporated ("SeQuester"), formerly KCD
Incorporated, which was incorporated in November 1993. The Company is a
distributor and marketer of technically advanced health products. The Company
currently markets dietary aid products under the names SeQuester(R),
ChromaQuest(TM) and PhytoQuest(TM). These products are sold to national drug and
food chain retailers, wholesalers and mass merchandisers throughout the United
States using several of the nation's largest food brokerage firms.

         In October 1994, the Company acquired 100% of the ownership of
SeQuester in a reverse merger by issuing 14,100,000 shares of its common stock,
$0.002 par value, 100,000 shares to the stockholders of the Company for
cancellation of indebtedness then outstanding and 14,000,000 shares to the
stockholders of SeQuester when unrestricted shares were trading at approximately
$1.00 per share. The stock exchange was recorded as a recapitalization of
SeQuester using the Company's historical cost. SeQuester, which is engaged in
the business of marketing and distributing dietary aids, commenced its
operations in February 1994.

         The Company's activities through 1995 consisted primarily of the
development and marketing of its dietary supplement product, SeQuester(R) 1. In
December 1995, the Company introduced an appetite suppressant (SeQuester(R) 2)
and a chromium based dietary supplement (ChromaQuest(TM)) in addition to
SeQuester(R) 1. Additionally, the Company introduced its fourth product,
PhytoQuest(TM), in October 1996. It is composed of phytosterols, which in recent
research shows potential to inhibit the gastrointestinal absorption of
cholesterol. Additional new health and beauty aid category products are
scheduled for introduction in 1997, all under the trademark SeQuester(R). To
date, the Company has developed access to major domestic retail, pharmacy and
mass merchandiser chains in the United States.

         The weight loss industry represents an estimated 1 billion dollars in
revenues. Millions of Americans begin diets every year and buy diet supplements.

         The primary target for the Company's SeQuester(R) product line appears
to be relatively sophisticated females, 24 to 49 years old with a history of
weight loss efforts. These women are interested in products that are natural,
sensible and effective in aiding their struggle to lose unwanted fat. They
understand that reduced caloric intake is part of any effective weight loss plan
and they are inclined to use the product as directed.



                                       22
<PAGE>   23

         Market leaders in the weight reduction industry include Dexatrim(TM)
and Accutrim(TM), with several additional smaller product marketers.

         Market research indicates that there is a substantial market for
dietary supplements that are natural, drug-free products. SeQuester(R) 1 and
ChromaQuest(TM) do not contain any diuretics, stimulants, or drugs. SeQuester(R)
2, an appetite suppressant, does not contain any caffeine, diuretic, or sodium.
SeQuester(R) 2 is an FDA approved over-the-counter drug formulation for appetite
control to aid weight reduction, containing Phenylpropanolamine Hydrochloride.
PhytoQuest(TM) contains plant sterols. All of the ingredients comprising the
SeQuester(R) 1 product are included in published Food and Drug Administration
guidelines for ingredients generally recognized as safe ("GRAS").
ChromaQuest(TM), consists of a synergistic combination of 5 different sources of
Chromium, as well as Amino Acids, Vitamin C and Potassium. Chromium is an
essential trace mineral which is necessary for proper carbohydrate metabolism.
The Company believes that there is a tremendous possibility to assume the lead
in this market, well ahead of any other participants who may attempt to enter
the market.

Results of Operations

         The Company commenced operations for the marketing and distribution of
SeQuester(R) in the first calendar months of 1994. Certain costs and necessary
expenditures were incurred that will have delayed results on sales, such as
sales travel calls and re-visits to wholesalers, brokers and retailers across
the nation, as well as a national media advertising campaign. It is now clear
that the effects of these efforts have brought the SeQuester(R) products to
national attention.

For the three month period ended July 31, 1996 compared to the three month
period ended July 31, 1995:

         Revenues are derived from sales of the dietary fat sequestrant product,
an appetite suppressant and a chromium based dietary supplement all under the
name SeQuester(R). Gross Revenues for the three months ended July 31, 1996
decreased to $825,697 from $3,673,928 for the three months ended July 31, 1995
or a 78% decrease.

         Gross Revenues have been reduced for a variety of discounts to provide
Net Revenues of $456,102 for the three months ended July 31, 1996 and $3,231,260
for the three months ended July 31, 1995 or an 86% decrease.

         The significant decrease in Gross Revenues resulted from a hold on the
Company's marketing campaign pending (i) preparation of advertising materials
which could be utilized upon completion of clinical trials for the SeQuester(R)
1 product (ii) the settlement of certain advertising litigation and (iii)
adequate financing. During April 1996, the pending advertising litigation was
settled and the initial phase of financing was completed. Clinical trials for
the SeQuester(R) 1 product were completed during the third quarter of 1996.



                                       23
<PAGE>   24

         The Company is currently rebuilding its marketing campaign. Newspaper
advertising commenced in major markets in July 1996 and was supported by radio
advertising which commenced in August 1996. The decrease in Net Revenues
resulted from a decrease in sales and an increase in refunds and returns.

<TABLE>
<CAPTION>
                                                       Three Months Ended
                                              ----------------------------------
                                               July 31, 1996      July 31, 1995
                                              --------------    ----------------
                                              $           %     $             %
                                              -------    ---    ---------    ---
<S>                                           <C>        <C>    <C>          <C>
Gross Revenues                                825,697    100    3,673,928    100
                                              -------    ---    ---------    ---
Discounts:
   Refunds and Returns                        117,897     14        9,927      1
   Introductory and Promotional                79,020     10      195,482      5
   Co-op Advertising                          152,838     19      169,696      4
   Other                                       19,840      2       67,563      2
                                              -------    ---    ---------    ---
   Total Discounts                            369,595     45      442,668     12
                                              -------    ---    ---------    ---
   Net Revenues                               456,102     55    3,231,260     88
                                              =======    ===    =========    ===
</TABLE>

         Gross Profits are comprised of Net Revenues less direct costs of
products, packaging and services. The Cost of Sales of the dietary products for
the three month period ended July 31, 1996 was $387,281 or 85% of Net Revenues
which provided a Gross Profit of $68,821 or 15% of Net Revenues. For the three
month period ended July 31, 1995, the Cost of Sales was $757,995 or 23% of Net
Revenues, which provided a Gross Profit for the same three month period of the
previous year of $2,473,265 or 77% of Net Revenues. The decrease in Gross Profit
percent resulted primarily from continuation of fixed co-op advertising costs
and an increase in returns.

<TABLE>
<CAPTION>
                                                  Three Months Ended
                                        ----------------------------------------
                                         July 31, 1996           July 31, 1995
                                        ----------------      ------------------
                                        $             %       $               %
                                        -------      ---      ---------      ---
<S>                                     <C>          <C>      <C>            <C>
Net Revenues                            456,102      100      3,231,260      100
Cost of Goods Sold                      387,281       85        757,995       23
                                        -------      ---      ---------      ---
Gross Profit                             68,821       15      2,473,265       77
                                        =======      ===      =========      ===
</TABLE>

         Advertising expenses consist of a multi-media advertising campaign
which included TV and radio, signage and other displays. Selling and marketing
expenses consist of sales commissions and salaries, coupon redemption,
warehouse, freight, supplies and travel expenses. General and administrative
expenses consist of salaries and benefits of officers and staff, accounting,
legal and other professionals, rent and occupancy costs, factoring commissions
and fees, bad debt expense, travel expenses and other administrative costs.

         Advertising expense decreased to $220,988 for the three months ended
July 31, 1996 from $1,230,233 for the same three months of 1995. The Company
placed a hold on its marketing 



                                       24
<PAGE>   25

campaign through June 1996 pending (i) preparation of advertising materials
which could be utilized pending completion of clinical trials for the
SeQuester(R) 1 product (ii) the settlement of certain advertising litigation and
(iii) adequate financing. The Company also experienced difficulties in
maintaining adequate inventory levels of the SeQuester(R) 2 and SeQuester(R) 3
products. Inventory financing became available in April 1996 and inventory
buildups to adequate levels occurred by August of 1996. Newspaper advertising
commenced in major markets in July 1996 and was supported by radio advertising
which commenced in August 1996. Pending advertising litigation was settled in
April 1996. A significant portion of the 1995 expense was paid by issuance of
restricted shares of Company common stock. The Company is currently evaluating
all of its marketing programs and anticipates significant advertising expenses
during the second half of 1996.

         Selling and Marketing expenses decreased to $243,695 for the three
months ended July 31, 1996 from $1,210,975 for the same three months of 1995.
The Company experienced decreases in sales commissions due to reduced sales
volumes and a reduction in rates for the 1996 period and decreases in coupon
redemption, freight and travel expenses. The decreases were partially offset by
increases in salaries and consulting fees. Selling and marketing expenses are
expected to increase during the second half of 1996.

         General and Administrative expenses increased to $471,518 for the three
months ended July 31, 1996 from $364,505 for the same three months of 1995. The
Company experienced increases in consulting fees and bad debt expense offset by
decreases in factoring fees and commissions in connection with accounts
receivable financing.

         No royalty expense was incurred for the three months ended July 31,
1996 compared with $204,948 for the same three months of 1995. Royalties had
been due under the terms of a license agreement which was terminated in March
1996. No royalty expenses are anticipated for the remainder of 1996.

         Interest expense decreased to $26,303 for the three months ended July
31, 1996 from $98,656 for the same three months of 1995. Interest expense for
the 1996 period reflects a reduced rate of interest and reduced principal
balances on short term loans from stockholders which decreased to $896,631 at
July 31, 1996 from $1,348,477 at April 30, 1996.

         Interest income for the three months ended July 31, 1995 was $9,399
which resulted from interest accrued, at 8% per annum, on a loan receivable from
Clark Holcomb.

         The net loss for the three month period ended July 31, 1996 of $893,683
was the result of reduced sales combined with a continuation of fixed co-op
advertising costs and an increase in returns. The net loss for the three month
period ended July 31, 1995 of $626,653 was incurred principally as a result of
the significant expenditures made by the Company for its multi-media advertising
campaign and initial introduction of the SeQuester(R) products to major retail
pharmacy and mass merchandiser chains.



                                       25

<PAGE>   26

         Net loss per common share was $0.07 for the three months ended July 31,
1996 and $0.04 for the three months ended July 31, 1995 based on the weighted
average shares of common stock outstanding.

For the six month period ended July 31, 1996 compared to the six month period
ended July 31, 1995:

         Revenues are derived from sales of the dietary fat sequestrant product,
an appetite suppressant and a chromium based dietary supplement product all
under the name SeQuester(R). Gross revenues for the first six months ended July
31, 1996 were $2,066,439 vs. $4,849,102 for the six months ended July 31, 1995.

         Gross Revenues have been reduced for a variety of discounts to provide
Net Revenues of $1,572,361 for the six months ended July 31, 1996 and $4,120,201
for the six months ended July 31, 1995 or a 62% decrease.

         The significant decrease in Gross Revenues resulted from a hold on the
Company's marketing campaign pending (i) preparation of advertising materials
which could be utilized upon completion of clinical trials for the SeQuester(R)
1 product (ii) the settlement of certain advertising litigation and (iii)
adequate financing. During April 1996, the pending advertising litigation was
settled and the initial phase of financing was completed. Clinical trials for
the SeQuester(R) 1 product were completed during the third quarter of 1996.

         The Company is currently rebuilding its marketing campaign. Newspaper
advertising commenced in major markets in July 1996 and was supported by radio
advertising which commenced in August 1996. The decrease in Net Revenues
resulted from a decrease in sales and an increase in refunds and returns.

<TABLE>
<CAPTION>
                                                      Six Months Ended
                                            ------------------------------------
                                             July 31, 1996       July 31, 1995
                                            ----------------    ----------------
                                            $             %     $             %
                                            ---------    ---    ---------    ---
<S>                                         <C>          <C>    <C>          <C>
Gross Revenues                              2,066,439    100    4,849,102    100
                                            ---------    ---    ---------    ---
Discounts:
   Refunds and Returns                        131,779      6       30,706      1
   Introductory and Promotional               120,633      6      350,759      7
   Co-op Advertising                          202,137     10      268,105      5
   Other                                       39,529      2       79,331      2
                                            ---------    ---    ---------    ---
   Total Discounts                            494,078     24      728,901     15
                                            ---------    ---    ---------    ---
   Net Revenues                             1,572,361     76    4,120,201     85
                                            =========    ===    =========    ===
</TABLE>

         Gross profits are comprised of Net Revenues less direct costs of
products, packaging and services. The Cost of Sales of the dietary product for
the six month period ended July 31, 1996 was $693,497 or 44% of Net Revenues
which provided a Gross Profit of $878,864 or 56% of Net 



                                       26
<PAGE>   27

Revenues. For the six month period ended July 31, 1995, the Cost of Sales was
$977,605 or 24% of Net Revenues, which provided a Gross Profit for the first six
month period of the previous year of $3,142,596 or 76% of Net Revenues. The
decrease in Gross Profit percent resulted primarily from continuation of fixed
co-op advertising costs and an increase in returns.

<TABLE>
<CAPTION>
                                                  Six Months Ended
                                      ------------------      ------------------
                                        July 31, 1996            July 31, 1995
                                      ------------------      ------------------
                                      $               %       $               %
                                      ---------      ---      ---------      ---
<S>                                   <C>            <C>      <C>            <C>
Net Revenues                          1,572,361      100      4,120,201      100
Cost of Goods Sold                      693,497       44        977,605       24
                                      ---------      ---      ---------      ---
Gross Profit                            878,864       56      3,142,596       76
                                      =========      ===      =========      ===
</TABLE>

         Advertising expenses consist of a multi-media advertising campaign
which included TV and radio, signage and other displays. Selling and marketing
expenses consist of sales commissions and salaries, coupon redemption,
warehouse, freight, supplies and travel expenses. General and administrative
expenses consist of salaries and benefits of officers and staff, accounting,
legal and other professionals, rent and occupancy costs, factoring commissions
and fees, bad debt expense, travel expenses and other administrative costs.

         Advertising expense decreased significantly to $257,507 for the six
months ended July 31, 1996 from $2,049,002 for the first six months of 1995. The
Company placed a hold on its marketing campaign through June 1996 pending (i)
preparation of advertising materials which could be utilized pending completion
of clinical trials for the SeQuester(R) 1 product (ii) the settlement of certain
advertising litigation and (iii) adequate financing. The Company also
experienced difficulties in maintaining adequate inventory levels of the
SeQuester(R) 2 and SeQuester(R) 3 products. Inventory financing became available
in April 1996 and inventory buildups to adequate levels occurred by August of
1996. Newspaper advertising commenced in major markets in July 1996 and was
supported by radio advertising which commenced in August 1996. Pending
advertising litigation was settled in April 1996. A significant portion of the
1995 expense was paid by issuance of restricted shares of Company common stock.
In April 1996, the Company reached a settlement of the advertising litigation
which resulted in a gain of $845,482. The Company is currently evaluating all of
its marketing programs and anticipates significant advertising expenses during
the second quarter of 1996.

         Selling and Marketing expenses decreased significantly to $441,305 for
the six months ended July 31, 1996 from $1,623,373 for the first six months of
1995. The Company experienced decreases in sales commissions due to a reduction
in rates for the 1996 period and decreases in coupon redemption, freight and
travel expenses. The decreases were partially offset by increases in salaries,
consulting fees and rent expense. Selling and marketing expenses are expected to
increase during the second half of 1996.

         General and Administrative expenses increased to $978,917 for the six
months ended July 31, 1996 from $753,535 for the same six months of 1995. The
Company experienced increases in legal 



                                       27

<PAGE>   28

and accounting fees, consulting fees, bad debt expense, salaries, rent,
insurance and depreciation offset by decreases in factoring fees and commissions
in connection with accounts receivable financing.

         No royalty expense was incurred for the six months ended July 31, 1996
compared with $339,990 for the same six months of 1995. Royalties had been due
under the terms of a license agreement which was terminated in March 1996. No
royalty expenses are anticipated for the remainder of 1996.

         Interest expense decreased to $57,912 for the six months ended July 31,
1996 from $163,782 for the same six months of 1995. Interest expense for the
1996 period reflects a reduced rate of interest and reduced principal balances
on short term loans from stockholders which decreased to $896,631 at July 31,
1996 from $1,317,597 at January 31, 1996.

         In April 1996, the Company settled certain advertising litigation
resulting in a gain of $845,482 and settled certain litigation, resulting in a
loss of $80,000, regarding a former sales broker in order to avoid the costs
inherent in defending the action.

         In April 1996, Clark Holcomb resigned as a Director and President of
the Company and retired 3,800,000 shares of Company common stock personally
owned by him in satisfaction of the Company's outstanding loan receivable from
him in the amount of $2,223,707. As of January 31, 1996, the balance of
principal interest receivable on this loan was $2,145,964 which was expensed for
the twelve months ended January 31, 1996. An additional $70,143 was expensed
during the six months ended July 31, 1996.

         Interest income for the six months ended July 31, 1995 was $11,469
which resulted from interest accrued, at 8% per annum, on the loan receivable
from Clark Holcomb.

         The provision for income taxes is the minimum for the State of
California Franchise taxes. No provision was made for Federal income tax since
the Company has significant net operating loss carryforwards.

         The net loss for the six month period ended July 31, 1996 of $163,038
was the result of a gain on settlement of certain advertising litigation which
was offset by a loss from operations. The net loss for the six month period
ended July 31, 1995 of $1,777,217 was incurred principally as a result of the
significant expenditures made by the Company for its multi-media advertising
campaign and initial introduction of the SeQuester(R) products to major retail
pharmacy and mass merchandiser chains.

         Net loss per common share was $0.01 for the six months ended July 31,
1996 and $0.11 for the six months ended July 31, 1995 based on the weighted
average shares of common stock outstanding.

         The Company believes that net losses for the period from inception
through July 31, 1996 are consistent with the initial development of the
Company, the major advertising campaign and its introduction of the SeQuester(R)
products.



                                       28
<PAGE>   29

Liquidity and Capital Resources

         Since inception, the Company has received capital for operations and
development from private investors in the Company's securities, issuance of
private party debt, loans from stockholders and financing from factors as well
as revenues from operations. Through July 31, 1996, revenues from operations
have been insufficient to satisfy operating expenses, product development and
legal costs. The Company, therefore has been dependent on private placement of
securities and loans from private investors and stockholders.

         There are no assurances that private capital will continue to be
available or that revenues from operations will increase to meet the Company's
cash needs, particularly as these needs relate to funding manufacturing costs
and advertising campaigns and the development of new products which the Company
believes represents its most significant long-term growth opportunities.

         As shown in the accompanying financial statements, the Company has
incurred net losses from inception to July 31, 1996 of $6,168,346 including a
net loss of $163,038 during the six months ended July 31, 1996.

         Management devoted considerable effort during the first half of 1996
towards (i) obtaining additional equity financing (ii) settlement of remaining
litigation matters (iii) building adequate product inventories and (iiii)
rebuilding its marketing campaign and customer/broker relationships. Newspaper
advertising commenced in major markets in July 1996 and was supported by radio
advertising commencing in August 1996.

         The Company introduced an appetite suppressant and a chromium based
dietary supplement in December, 1995 and a phytosterol based dietary supplement
in October 1996. Additional new health and beauty aid category products are
scheduled for introduction in fiscal 1998.

         In May 1995, the Company issued 275,000 shares of common stock to a
consultant for services and cash consideration of $55,000.

         The Company retired 2,000,000 shares of common stock previously held by
an officer and stockholder of the Company as partial consideration for a loan by
the Company to that officer.

         In May 1995, the Company issued 100,000 shares of restricted common
stock to IMT as consideration for past due royalties and interest in the amount
of $217,243.

         In January 1996, the Company issued 225,000 shares of common stock to a
consultant, for services which were subsequently terminated.

         During the twelve months ended January 31, 1996, the Company issued an
aggregate of 172,500 shares of common stock for other services.



                                       29

<PAGE>   30

         During the twelve months ended January 31, 1996, the Company completed
private placements for an aggregate of 735,000 shares of restricted common stock
for cash consideration of $952,500.

         During the twelve months ended January 31, 1996, the Company issued an
aggregate of 1,267,500 shares of restricted Company stock as consideration for
approximately $4,135,000 of advertising. In April 1996, the Company reached a
settlement of certain advertising litigation which resulted in return and
retirement of 640,000 of these previously issued shares.

         In April 1996, the Company (i) retired 640,000 shares of common stock
in connection with settlement of certain advertising litigation (ii), retired
155,200 shares of common stock in connection with the termination of a
consulting agreement and (iii) issued 46,000 shares of common stock for other
services.

         In April 1996, the Company issued 1,200,000 shares of common stock for
net proceeds of $1,665,000 in a private placement. Upon completion of this
private placement, the Company issued to the placement agent 300,000 warrants to
purchase additional shares of common stock at $2.50 per share. These warrants
have a five year life and contain certain registration rights.

         In connection with this private placement, Clark Holcomb resigned as a
Director and President of the Company and agreed to manage the sales and
marketing programs on the following terms: (1) an annual base salary of
$100,000; (2) a sales incentive equal to 2% of net sales over the prior base
quarter; provided that, the Company has net income during the subject quarter;
and (3) an equity incentive equal to the sales incentive, and subject to the
same conditions, based on the average bid price during the subject quarter. In
addition, the Company will not increase the salaries of any of its officers or
make any loan to any officer, director or shareholder for a period of twelve
months and Clark Holcomb retired 3,800,000 shares of Company common stock
personally owned by him in further satisfaction of the Company's outstanding
loan receivable from him in the amount of $2,223,707.

         In May 1996, the Company issued 35,000 shares of restricted common
stock to commission sales brokers and 40,000 shares of restricted common stock
in settlement of litigation.

         In June 1996, the Company issued 300,000 shares of common stock to a
consultant for services and cash consideration of $15,000.

         In June 1996, the Company entered into a stock purchase agreement
pursuant to which the Company agreed to issue a maximum of 1,000,000 shares of
common stock offered at a price per share equal to the lesser of (i) 50% below
the closing bid price of the Company's common stock or (ii) $2.00 per share. A
broker's commission of 10% is payable in connection with any transactions
consummated under this agreement. In June 1996, 235,294 shares were issued for
net proceeds of $414,891.



                                       30
<PAGE>   31

         In August 1996, the Company issued (i) 150,000 shares of restricted
common stock under the terms of an independent contractor agreement for
advertising, design and marketing services and (ii) 4,505 shares of restricted
common stock to commission sales brokers.

         From February to October 1995, the Company pledged and encumbered a
substantial portion of its accounts receivable for cash advances to accelerate
cash flow for operations. An agreement with the factor (lender) was terminated
in October 1995, and the Company executed a promissory note for the sum of
$750,000, or the aggregate unpaid principal amount of advances up to the sum of
$750,000, with interest payable at 10% per annum on the outstanding balance,
with a current shareholder. The note plus interest is payable based upon 50% of
net collections from product sales with any remaining balance due in full on or
before October 17, 1996. The note is subject to a security agreement which
covers all of the accounts receivable, contract rights and inventory of the
Company. As of July 31, 1996, the balance of principal and interest outstanding
of this note was $334,501. In August 1996, the Company entered into a stock
purchase agreement with the same stockholder wherein the Company issued 125,000
shares of common stock for satisfaction of $250,000 of the principal balance of
the secured promissory dated October 17, 1995 due to that stockholder. In
connection with this transaction, the Company entered into a put option
agreement wherein that stockholder had the right, upon his election, to sell to
the Company a total of 125,000 shares of Company common stock at $2.00 per share
at any time between October 17, 1996 and April 17, 1997. The put option
agreement expired on April 17, 1997.

         As of July 31, 1996, the Company's working capital position increased
to a positive $259,851 at July 31, 1996 from a negative $1,315,263 at January
31, 1996. Increases in current assets include increases in cash of $544,557 and
accounts receivable of $130,781, offset by a decrease in inventory of $84,912
and a decrease in other assets of $65,281. Changes in current liabilities
include decreases in accounts payable of $466,590, accrued expenses of $110,228
and accrued advertising of $70,095. Increases in current liabilities include
commissions payable of $17,910. Notes payable and loans from stockholders
decreased $420,966. Current assets increased a net of $525,145 and current
liabilities decreased a net of $1,049,969 for the six month period ended July
31, 1996, primarily as a result of private placements in April, June and July
1996. The net loss for the six months ended July 31, 1996 of $163,038 was
reduced by non-cash charges for depreciation and amortization of $194,419 and
issuance of common stock for advertising and other expenses of $67,500 and was
increased by $479,762 in connection with settlements of litigation.

         The Company currently has no firm commitments for material capital
expenditures. The Company does not anticipate that future compliance with
existing environmental and occupational safety regulations will have a
significant impact on its financial condition or future operating results.

         The Company does not believe that general inflation would have a
material effect on its operations.

         Included in this Item 2. Management's Discussion and Analysis or Plan
of Operation are certain forward-looking statements reflecting the Company's
current expectations. Although the Company believes that its expectations are
based on reasonable assumptions, there can be no assurance that the Company's
financial goals or expectations will be realized. Numerous factors 



                                       31
<PAGE>   32

(such as the availability of capital and the effectiveness of advertising) may
affect the Company's actual results and may cause results to differ materially
from those expressed in forward-looking statements made by the Company.




                                       32
<PAGE>   33

                           PART II. OTHER INFORMATION


Item 1. - Legal Proceedings:

The Company is involved in several legal actions. For a description of this
litigation and certain other pending legal matters involving the Company refer
to the Company's Form 10-QSB - Part I for the three months ended July 31, 1996
which are incorporated herein by reference.


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

         (b)      On July 8, 1996, the Company filed a report on Form 8-K which
                  reported under Item 5 of such form.

         (27)     Financial Data Schedule (included only in EDGAR filing).



                                       33
<PAGE>   34

                                   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.


                                          SEQUESTER HOLDINGS, INCORPORATED
                                          (formerly KCD HOLDINGS INCORPORATED)
(Registrant)

Dated June 6, 1997                        By: /s/ Wellington A. Ewen
                                              ----------------------------------
                                                 Wellington A. Ewen
                                                 President

         Pursuant to the requirements of 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 dates indicated.


<TABLE>
<CAPTION>
         Signature                                    Title                                       Date
         ---------                                    -----                                       ----
<S>                                 <C>                                                      <C>
/s/ Wellington A. Ewen              President, Principal Accounting Officer,                 June 6, 1997
---------------------------         and Director
Wellington A. Ewen


/s/ Bonnie L. Richards              Vice President, Secretary, and Director                  June 6, 1997
---------------------------
Bonnie L. Richards
</TABLE>



                                       34