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

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

                  For the quarterly period ended April 30, 1998

                                       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                       (I.R.S. employer
 incorporation or organization number)               identification number)

31125 Via Colinas, Suite 904, Westlake Village, CA          91362
--------------------------------------------------------------------------------
    (Address of principal executive offices)              (Zip Code)

       Registrant's telephone number, including area code: (818) 707-0301

                                 not applicable
--------------------------------------------------------------------------------
 (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                              May 14, 1998
      ---------------------                              ------------
      <S>                                               <C>
         $.002 par value                                   2,842,732
</TABLE>

Transitional Small Business Disclosure Format       Yes [ ]    No [X]

            Number of sequentially numbered pages in the document: 26
<PAGE>   2
                                   FORM 10-QSB
                       Securities and Exchange Commission
                             Washington, D.C. 20549

                        SEQUESTER HOLDINGS, INCORPORATED

                                      Index

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

                     Consolidated Balance Sheets at                                                    F-3
                     April 30, 1998 (unaudited) and January 31, 1998

                     Consolidated Statements of Operations for the three                               F-4
                     months ended April 30, 1998 (unaudited) and 1997
                     (unaudited)

                     Consolidated Statement of Stockholders' Investment (Deficit)                      F-5
                     for the three months ended April 30, 1998 (unaudited)

                     Consolidated Statement of Cash Flows                                              F-6
                     for the three months ended April 30, 1998 (unaudited)
                     and 1997 (unaudited)

                     Notes to Consolidated Financial Statements                                        F-7


           Item 2.   Management's Discussion and Analysis or Plan of                                   18
                     Operations.


PART II. - OTHER INFORMATION

           Item 1.   Legal Proceedings                                                                 25

           Item 2.   Changes in Securities                                                             25

           Item 6.   Exhibits and Reports on Form 8-K                                                  25


Signatures                                                                                             26
</TABLE>

<PAGE>   3


                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


                        SEQUESTER HOLDINGS, INCORPORATED

                           CONSOLIDATED BALANCE SHEETS


                                     ASSETS

<TABLE>
<CAPTION>
                                                                               APRIL 30, 1998     JANUARY 31, 1998
                                                                               --------------     ----------------
<S>                                                                            <C>                <C>         
CURRENT ASSETS:
     Cash (including restricted cash of $10,311 as of April 30, 1998
     and $32,559 as of January 31, 1998)                                        $     24,112        $     75,020
     Accounts receivable, net                                                        198,440             169,862
     Inventory                                                                       904,575           1,110,809
                                                                                ------------        ------------
          Total current assets                                                     1,127,127           1,355,691
                                                                                ------------        ------------

PROPERTY AND EQUIPMENT, net                                                           45,282              50,370
                                                                                ------------        ------------

OTHER ASSETS:
     Deposits                                                                          1,391               1,391
     Intangibles, net                                                                  1,750               1,815
                                                                                ------------        ------------
        Total other assets                                                             3,141               3,206
                                                                                ------------        ------------
           Total assets                                                         $  1,175,550        $  1,409,267
                                                                                ============        ============


              LIABILITIES AND STOCKHOLDERS' INVESTMENT (DEFICIT)

CURRENT LIABILITIES:
     Accounts payable                                                           $    698,215        $    626,998
     Accrued expenses                                                                276,086             385,010
     Customer credit balances                                                        251,725             207,912
     Commissions payable                                                              50,941              49,774
     FTC payable                                                                      10,424              41,672
                                                                                ------------        ------------
           Total current liabilities                                               1,287,391           1,311,366
                                                                                ------------        ------------

    Commitments and contingencies (see Notes)

STOCKHOLDERS' INVESTMENT (DEFICIT):
     Convertible Preferred stock, par value $1,000 per share; 5000 shares
        authorized; issued and outstanding 220 shares of series A as of
        April 30, 1998 and 350 shares of series A as of January 31, 1998             220,000             350,000
     Common stock, par value  $.002 per share; 25,000,000 shares
         authorized; issued and outstanding 2,842,732 shares as of
         April 30, 1998 and 22,846,109 shares as of January 31, 1998                   5,685              45,692
     Additional paid in capital                                                   10,689,938          10,508,670
     Accumulated deficit                                                         (10,646,701)        (10,298,365)
     Prepaid advertising and consulting fees                                        (380,763)           (508,096)
                                                                                ------------        ------------
           Total stockholders' investment (deficit)                                 (111,841)             97,901
                                                                                ------------        ------------
               Total liabilities and stockholders' investment (deficit)         $  1,175,550        $  1,409,267
                                                                                ============        ============
</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 MONTHS ENDED APRIL 30, 1998 AND 1997

<TABLE>
<CAPTION>
                                            1998               1997
                                        -----------        -----------
                                        (Unaudited)        (Unaudited)
<S>                                     <C>                <C>        
Net Revenues                            $   153,880        $   260,675
Cost of Goods Sold                          206,233             96,429
                                        -----------        -----------

Gross (Loss) Profit                         (52,353)           164,246
                                        -----------        -----------

Operating Expenses:
   Advertising                                1,394            317,828
   Selling and marketing                     82,031            193,965
   General and administrative               211,558            349,696
                                        -----------        -----------
                                            294,983            861,489
                                        -----------

Loss from Operations                       (347,336)          (697,243)
                                        -----------        -----------

Non - Operating Income (Expense):
   Interest expense                              --             (5,142)
   Interest income                               --              3,699
                                        -----------        -----------
                                                 --             (1,443)


                                        -----------        -----------
Loss before Income Taxes                   (347,336)          (698,686)

Provision for Income Taxes                    1,000              1,800
                                        -----------        -----------


Net Loss                                $  (348,336)       $  (700,486)
                                        ===========        ===========

Weighted average shares of
    common stock outstanding              1,992,988          1,522,854
                                        ===========        ===========

Basic Net Loss per Share*               $     (0.17)       $    (0.46)
                                        ===========        ===========
</TABLE>

*  The basic net loss per share has been restated to retroactively effect a
   reverse stock split in the ratio of one share for ten shares.





              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 THREE MONTHS ENDED APRIL 30, 1998

<TABLE>
<CAPTION>
                          Preferred Stock             Common Stock
                        ------------------       ---------------------
                        Number                    Number                     Additional
                          of        Par             of            Par         Paid In       Accumulated       Equity   Stockholders'
                        shares     value          shares         value        Capital         Deficit       Reductions    Investment
                        ------   ---------      ----------     --------     -----------    ------------     ----------   -----------
<S>                     <C>      <C>           <C>             <C>          <C>            <C>              <C>           <C>      
Balance
  January 31, 1998       350     $ 350,000      22,846,109     $ 45,692     $10,508,670    $(10,298,365)    $(508,096)    $  97,901

Reverse stock split       --            --     (20,561,476)     (41,123)         41,123              --            --            --

Conversion of
  preferred stock       (130)     (130,000)        505,734        1,011         128,989              --            --            --

Conversion of debt
  to common stock         --            --          52,365          105          11,156              --            --        11,261

Amortization of
  prepaid advertising
  and consulting fees     --            --              --           --              --              --       127,333       127,333

Net loss for three
  months ended
  April 30, 1998          --            --              --           --              --        (348,336)           --      (348,336)


                        ----     ---------     -----------     --------     -----------    ------------     ---------     ---------
Balance
  April 30, 1998         220     $ 220,000       2,842,732     $  5,685     $10,689,938    $(10,646,701)    $(380,763)    $(111,841)
                        ====     =========     ===========     ========     ===========    ============     =========     =========
</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 THREE MONTHS ENDED APRIL 30, 1998 AND 1997

<TABLE>
<CAPTION>
                                                                                   1998             1997
                                                                                ---------        ---------
                                                                               (Unaudited)      (Unaudited)
<S>                                                                             <C>              <C>       
CASH FLOWS FROM OPERATING ACTIVITIES:

          Net Loss                                                              $(348,336)       $(700,486)

          Adjustments to reconcile Net Loss to net cash used in operating
          activities:
              Depreciation and amortization                                       132,486          156,359
              Stock issued for advertising and other expenses                      11,261               --
              Litigation settlements                                                   --           25,624
                                                                                ---------        ---------
                                                                                 (204,589)        (518,503)
                                                                                ---------        ---------


              (Increase)/decrease in current assets:
                   Accounts receivable, net                                       (28,578)         (46,108)
                   Inventory                                                      206,234           90,117
                   Other current assets                                                --            4,501
               Increase/(decrease) in current liabilities:
                   Accounts payable                                                71,217           (1,666)
                   Accrued expenses                                              (108,924)         147,124
                   Accrued advertising                                                 --         (188,012)
                   Customer credit balances                                        43,813               --
                   Commissions payable                                              1,167            1,640
                   FTC payable                                                    (31,248)              --
                                                                                ---------        ---------
                                                                                  153,681            7,596
                                                                                ---------        ---------

          Net cash used in operating activities                                   (50,908)        (510,907)
                                                                                ---------        ---------



CASH FLOWS FROM FINANCING ACTIVITIES:

          Retirement of common stock                                                   --             (300)
          Proceeds from sale of preferred stock                                        --          318,750
          Loans from stockholders, net                                                 --          (12,111)
                                                                                ---------        ---------
          Net cash provided by financing activities                                    --          306,339

NET (DECREASE) IN CASH                                                            (50,908)        (204,568)

CASH, BEGINNING BALANCE                                                            75,020          409,117
                                                                                ---------        ---------

CASH, ENDING BALANCE                                                            $  24,112        $ 204,549
                                                                                =========        =========
</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
                       APRIL 30, 1998 AND JANUARY 31, 1998

1. 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) 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, which consisted of 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, SeQuester(R) 3 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. The
preceding products are collectively known as the SeQuester(R) brand products. To
date, the Company has developed access to major domestic retail, pharmacy and
mass merchandiser chains in the United States. The Company is currently
evaluating all of its marketing and distribution programs and will commence
advertising for its mail order program in the second quarter of the current
fiscal year.

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements, and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.



                                      F-7
<PAGE>   8
                        SEQUESTER HOLDINGS, INCORPORATED
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       APRIL 30, 1998 AND JANUARY 31, 1998


Certain reclassifications were made to the 1997 consolidated financial statement
presentation to conform with the 1998 consolidated financial statement
presentation.

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 three
months ended April 30, 1998 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 Report on Form
10-KSB for the year ended January 31, 1998 as filed with the Securities and
Exchange Commission. All significant intercompany balances and transactions have
been eliminated in consolidation.


2. 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. The Company maintains a reserve for returns which management
considers adequate to cover estimated losses. In determining the reserve to be
maintained, management evaluates many factors including items which may be
resold and historical loss experience. The reserve for returns was $260,000 at
April 30, 1998 and $375,000 at January 31, 1998.

Significant customers accounting for 50% of revenues for the three months ended
April 30, 1998 include American Drug Stores 18%, Albertsons 8%, Meijer Inc. 6%,
Bergen Brunswig Corporation 6% and Lucky Stores Inc. 6%. In addition,
approximately 6% of revenues were mail order sales.

The Company also had a one-time sale of $54,000 to Pan Chiao Hsin Hospital which
has been deemed to be of doubtful collection and has not been included in the
above percentages.

Significant customers accounting for 55% of revenues for the three months ended
April 30, 1997 include Walgreens 17%, Kmart Corp. 12%, Target Stores 10%,
Wal-Mart Stores 9% and Rite Aid Corp. 7%.

(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 


                                      F-8
<PAGE>   9
                        SEQUESTER HOLDINGS, INCORPORATED
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       APRIL 30, 1998 AND JANUARY 31, 1998

losses. The allowance for doubtful accounts was $225,000 at April 30, 1998 and
at January 31, 1998.

(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:


<TABLE>
<CAPTION>
                                             April 30, 1998       January 31, 1998
                                             --------------       ----------------
<S>                                            <C>                   <C>        
      Product Units                            $ 1,021,292           $ 1,047,824
      Packaging and Product Displays               195,277               195,277
      Shipping Supplies                             10,699                10,719
                                               -----------           -----------
                                                 1,227,268             1,253,820
      Less Allowance for Obsolescence             (322,693)             (143,011)
                                               -----------           -----------
                                               $   904,575           $ 1,110,809
                                               ===========           ===========
</TABLE>

The allowance for obsolescence is maintained at an amount management deems
adequate to cover unsaleable inventory. In determining the allowance to be
maintained, management evaluates many factors including alternate uses and a
specific review for items no longer saleable.

(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. Leasehold improvements are amortized
over their expected useful life, or the term of the lease, whichever is shorter.
Estimated useful lives are as follows:

       Product Tooling                              2 years
       Machinery and Equipment                      5-10 years
       Furniture and Fixtures                       5 years
       Computer Equipment                           5 years

(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) Loss Per Common Share -- Loss per common share is based on the weighted
average number of common shares outstanding. Potentially dilutive securities
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. The net loss per common share has been
restated to retroactively effect a reverse stock split in the ratio of one share
for ten shares.



                                      F-9
<PAGE>   10
                        SEQUESTER HOLDINGS, INCORPORATED
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       APRIL 30, 1998 AND JANUARY 31, 1998

(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 SeQuester(R) 3) and introduced a fourth
product, PhytoQuest(TM) in October 1996.

       - The Company has a significant accumulated deficit and has incurred
substantial losses from operations for the period from inception through April
30, 1998.

       - The marketing of the Company's products is 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.

(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.


3. REALIZATION OF ASSETS

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles which contemplate continuation of the
Company as a going concern. However, the Company's revenues have declined
substantially and the Company has incurred net losses from inception to April
30, 1998 of $10,646,701 including a net loss of $348,336 for the three months
ended April 30, 1998 and net losses of $2,440,692 and $1,852,365 during the
fiscal years ended January 31, 1998 and 1997, respectively. The continuing
losses have adversely affected the liquidity of the Company. Losses are expected
to continue for the immediate future. The Company faces continuing significant
business risks, including but not limited to, its ability to maintain vendor and
supplier relationships by making timely payments when due.

In view of the matters described in the preceding paragraph, recoverability of a
major portion of the recorded asset amounts shown in the accompanying balance
sheet is dependent upon continued operations of the Company, which in turn is
dependent upon the Company's ability to raise additional capital, obtain
financing and to succeed in its future operations. The financial statements do
not include any adjustments relating to the recoverability and classification of
recorded asset amounts or amounts and classification of liabilities that might
be necessary should the Company be unable to continue as a going concern.



                                      F-10
<PAGE>   11
                        SEQUESTER HOLDINGS, INCORPORATED
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       APRIL 30, 1998 AND JANUARY 31, 1998

Management has taken the following steps to revise its operating and financial
requirements, which it believes are sufficient to provide the Company with the
ability to continue as a going concern. Management devoted considerable effort
during the fiscal years ended January 31, 1998 and 1997, towards (i) obtaining
additional equity financing (ii) settlement of remaining litigation matters
(iii) reduction of salaries and general and administrative expenses (iv)
reduction of inventories (v) management of accounts payable and (vi) evaluation
of its distribution and marketing methods. In addition, during the fiscal year
ended January 31, 1998, the Company sold additional shares of preferred stock
and exchanged debt and services for equity; however, there are no assurances
that private capital will continue to be available.

The Company has embarked on new marketing methods including general nutrition
outlets and a mail order program. In addition, the Company is actively pursuing
potential merger or acquisition candidates and strategic partners which would
enhance stockholders' investment. Management believes that the above actions
will allow the Company to continue operations through the next fiscal year.


4.  REVENUES

In the normal course of business during the three month periods ended April 30,
1998 and 1997, the Company granted its customers a variety of discounts. The
discounts granted were as follows:

<TABLE>
<CAPTION>
                                                        1998              1997
                                                      --------          --------
<S>                                                   <C>               <C>     
      Gross Revenues                                  $162,272          $572,141
                                                      --------          --------

      Discounts:
                Refunds and Returns                   $  1,677          $260,892
                Introductory and Promotional             5,485            19,109
                Co-op Advertising                           --            23,589
                Other                                    1,230             7,876
                                                      --------          --------
                Total Discounts                       $  8,392          $311,466
                                                      --------          --------
                Net Revenues                          $153,880          $260,675
                                                      ========          ========
</TABLE>

5. CUSTOMER CREDIT BALANCES

Customer credit balances consist of pending customer claims for co-op
advertising, refunds and returns and other discounts.


                                      F-11
<PAGE>   12
                        SEQUESTER HOLDINGS, INCORPORATED
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       APRIL 30, 1998 AND JANUARY 31, 1998


6. PROPERTY AND EQUIPMENT

<TABLE>
<CAPTION>
                                           April 30, 1998     January 31, 1998
                                           --------------     ----------------
<S>                                          <C>                 <C>      
      Product Tooling                        $  43,900           $  43,900
      Machinery and Equipment                   79,280              79,280
      Computer Equipment                        31,198              31,198
                                             ---------           ---------
                                               154,378             154,378
      Less Accumulated Depreciation           (109,096)           (104,008)
                                             ---------           ---------
                                             $  45,282           $  50,370
                                             =========           =========
</TABLE>




7. LOANS PAYABLE TO STOCKHOLDERS AND COLLATERALIZED PROMISSORY NOTE

In March 1997, the Company entered into an agreement with certain stockholders
to convert the outstanding principal balance of their loans as of March 31,
1997, which was $343,600, to 1,047,242 restricted common shares of Company
stock. The principal balance of such loans was 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. In December 1997, the Company reached an
agreement with these stockholders to waive their registration rights and release
a lien on accounts receivable in exchange for an additional 523,621 shares of
restricted common shares of Company stock which were issued in April 1998
(reduced to 52,365 shares to effect a reverse stock split).


8. INCOME TAXES

No provision was made for Federal income tax since the Company has significant
net operating loss carryforwards. Through January 31, 1998, the Company incurred
net operating losses for tax purposes of approximately $8,866,000. 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 2012. Net
operating loss carryforwards for the State of California are approximately
$5,160,000 and are generally available to reduce taxable income through the year
2002. Net operating loss carryforwards for the State of New Jersey are
approximately $621,000 and are generally available to reduce taxable income
through 2004. 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 three taxable years ended January
31, 1998, the Company incurred a 50% or more change in ownership. Therefore, the
availability of the Company's net operating loss carryforwards is limited. The
provision for income taxes consists of the California and New Jersey state
minimum taxes imposed on corporations.



                                      F-12
<PAGE>   13
                        SEQUESTER HOLDINGS, INCORPORATED
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       APRIL 30, 1998 AND JANUARY 31, 1998

The gross deferred tax asset balance as of January 31, 1998 was approximately
$3,644,000. A 100% valuation allowance 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 an 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 April 30, 1998, $96,254 of
unused advertising is currently 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.

(c) Stock Compensation Plan -- In March 1997, the Company established the 1997
Stock Plan ("Plan") and reserved 3,000,000 shares of Company common stock for
issuance to key employees and consultants under the Plan with a grant limit per
participant of 1,750,000 shares. Pursuant to the Plan, the Company granted an
aggregate of 1,500,000 non-qualified stock options during the three months ended
April 30, 1997. On July 31, 1997, the Company canceled previously issued options
and granted an equal amount of options to the same key employees and consultants
at fair market value on that date which was $0.12 per share.

The exercise price for all options granted was fair market value on the date of
grant. All such options vest on the date of grant, contain registration rights,
and terminate ten years from date of grant. No options have been exercised
through January 31, 1998. During October 1997, 500,000 previously issued options
terminated, leaving a balance of 1,000,000 options outstanding at April 30,
1998.

(d) Consulting Agreement -- In August 1997, the Company restated its Consulting
Agreement and Stock Plan with a consultant, dated February 1, 1996 to extend the
term of such agreement for a three-year period commencing August 1, 1997 and
issued 1,000,000 shares of registered Company common stock to such consultant.

(e) Leases -- The Company leases its office and business facilities in Westlake
Village, California on a month-to-month basis. The Company also leases warehouse
space on a month to month basis in Pine Brook, New Jersey. Rent expense incurred
under all of these lease agreements is approximately $5,500 per month.




                                      F-13
<PAGE>   14
                        SEQUESTER HOLDINGS, INCORPORATED
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       APRIL 30, 1998 AND JANUARY 31, 1998

10.        STOCKHOLDERS' INVESTMENT

In December 1997, the stockholders of the Company approved amendments to the
Company's Articles of Incorporation to provide for a reverse stock split of the
Company's common stock in the ratio up to one share for ten shares as the Board
of Directors, in its discretion, may determine. Such reverse split became
effective in the ratio of one share for ten shares during February 1998. The net
loss per common share has been restated to retroactively effect a reverse stock
split in the ratio of one share for ten shares.

In October 1997, the Company issued an additional 180,000 shares of common stock
pursuant to a Subscription Agreement dated October 26, 1994. In February 1998,
the Company agreed to issue an additional 36,000 restricted shares of common
stock to settle certain disagreements with respect to such agreement.

The Company is also contingently liable to issue up to an additional 36,000
shares of restricted common stock in connection with a settlement agreement. The
Company has claims which partially offset this obligation.

(b) Warrants -- The public warrants outstanding were issued as part of a 250,000
unit offering in August 1987. Each unit was offered at $0.75 and consisted of
one share of common stock, four "A" warrants, four "B" warrants, and four "C"
warrants.

In May 1996, the Company extended the date within which the outstanding warrants
of the Company could be exercised to June 30, 1997. In May 1997, the Company
extended the date within which the outstanding warrants of the Company could be
exercised to June 30, 1998 and reduced the exercise price. Exercise of the
extended warrants is subject to an effective registration statement with the
Securities and Exchange Commission. The outstanding warrants of the Company at
April 30, 1998 after giving effect to a reverse stock split in the ratio of one
share for ten shares in February 1998 are as follows:


<TABLE>
<CAPTION>
        Warrant Class     Amount Outstanding           Exercise Price
        -------------     ------------------           --------------
<S>                             <C>                       <C>    
             A                  39,885                    $  2.50
             B                  48,860                       3.80
             C                  48,860                       5.00
                               -------
                               137,605
                               =======
</TABLE>

No warrants were exercised during the three months ended April 30, 1998 or the
twelve months ended January 31, 1998.

The Company has an additional 300,000 warrants outstanding to purchase common
stock at $25.00 per share. These warrants have a five year life and contain
certain registration rights.



                                      F-14
<PAGE>   15
                        SEQUESTER HOLDINGS, INCORPORATED
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       APRIL 30, 1998 AND JANUARY 31, 1998

(c) Preferred Stock -- In January 1997, the Company authorized issuance of a
series of 5,000 shares of Convertible Preferred Stock and designated an initial
issuance of 750 shares of Series A Convertible Preferred Stock with a par value
of $1,000 per share. In January 1997, the Company sold 375 shares and in
February 1997 sold an additional 375 shares to two accredited investors
receiving gross proceeds of $750,000. The Company paid placement and finder's
fees aggregating 15% of the gross proceeds in connection with this financing.

The Series A Shares are convertible into the Company's common stock, in phases
following the date of issuance (the "Closing Date"). The Series A Shares are
entitled to a 6% cumulative dividend payable in common stock at the time of
conversion and all of the Series A Shares are subject to a mandatory 12 month
conversion feature. One-third of the Series A Shares are convertible into common
stock at any time 45 days after the Closing Date; an additional one-third
(two-thirds cumulatively) are convertible into common stock at any time 60 days
after the Closing Date; and an additional one-third (the entire amount
cumulatively) are convertible into common stock at any time 75 days after the
Closing Date. The number of common shares issuable upon conversion of the Series
A Shares equals the par value of the Series A Shares plus accrued dividends
through the date of conversion divided by the lessor of (i) 70% of the "Market
Price" (the 5 day average closing bid for the common stock for the 5 business
days immediately preceding the conversion date); or (ii) 100% of the 5 day
average closing bid for the common stock for the 5 business days immediately
preceding the Closing Date. Provided, that, for any conversions of the Series A
Shares occurring after the 89th day following the Closing Date the conversion
rate will be the lessor of (i) 65% of the Market Price; or (ii) 100% of the 5
day average closing bid for the common stock for the 5 business days immediately
preceding the Closing Date.

In August 1997, the Company entered into an agreement with the convertible
preferred stockholders to (i) delay conversion of the then remaining 460
outstanding series A preferred shares through November 30, 1997 and (ii) offer
to sell to the Company the then remaining 460 outstanding series A preferred
shares at par value at any time through November 30, 1997. As consideration for
this agreement, the Company issued an aggregate of 300,000 shares of restricted
common stock to such preferred stockholders.

Through April 30, 1998, an aggregate of 530 shares of outstanding preferred
stock were converted into 988,248 shares of Company common stock.


11. 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)
1 product 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 


                                      F-15
<PAGE>   16
                        SEQUESTER HOLDINGS, INCORPORATED
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       APRIL 30, 1998 AND JANUARY 31, 1998

order which, was given final approval by the FTC on June 16, 1997, and requires
the Company to pay $150,000 to the FTC over a twelve-month period and maintain
adequate substantiation for future advertising claims. The consent order also
requires the Company to maintain adequate substantiation for the future
advertising claims and imposes joint and several liability for the $150,000
payment to the FTC between the Company and Ms. Richards. The Company has pledged
and transferred to an escrow account $125,000 in cash and has issued a security
agreement which covers $25,000 of inventory to secure the payment of the
indebtedness to the FTC. The balance due to the FTC was $10,424 at April 30,
1998. The Company, Mr. Holcomb and Ms. Richards will be subject to substantial
monetary penalties in the event of non-compliance with the consent order. Such
penalties, if imposed, could have a material adverse effect on the Company.


12. LITIGATION

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

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 is currently negotiating a
settlement of this action.

Geotermica, Ltd. vs. SeQuester Holdings, Incorporated, et. al.

In September 1997, Geotermica, Ltd. filed an action against the Company and its
current and former directors, as individuals, in the Superior Court of
California for the County of Los Angeles. The Complaint alleges causes of action
for breach of contract; interference with contract and contractual relations;
and misrepresentation. The Complaint is based upon a purported interest
Geotermica, Ltd. held in a license agreement by and between the Company and
Effective Health, Inc. and the Company's alleged failure to recognize
Geotermica's purported interest therein. The Company had previously settled its
action against Effective Health, Inc. and its parent company, Interactive
Medical Technologies, Ltd., concerning the Company's obligations under the
license agreement, which were deemed satisfied in full per the terms of the
settlement.

In response to Geotermica's complaint, the Company filed a demurrer as to all
causes of action, and as to the current and former directors. The demurrer was
heard on October 30, 1997. The court issued its ruling on November 10, 1997,
sustaining the Company's demurrer as to the causes of action for breach of
contract and interference with contract and contractual relations in its
entirety without 


                                      F-16
<PAGE>   17
                        SEQUESTER HOLDINGS, INCORPORATED
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       APRIL 30, 1998 AND JANUARY 31, 1998

leave to amend. The court sustained the Company's demurrer as to the cause of
action for misrepresentation as to all parties except one former director and
the Company. On December 2, 1997, Geotermica served a motion for
reconsideration. On February 18, 1998, the court granted the motion as to the
first cause of action for breach of contract and denied it as to the second
cause of action for interference with contract and contractual relations. In
March 1998, Geotermica amended the first cause of action for breach of contract
and misrepresentation. The Company continues to believe that the remaining
allegations contained in the amended complaint are without merit. The Company
intends to pursue a reasonable settlement in order to avoid the costs inherent
in continued litigation.

SeQuester Incorporated vs. Prudential Insurance Company of America

In January 1998, SeQuester Incorporated filed a lawsuit in Los Angeles Superior
Court against the Prudential Insurance Company of America, Pruco Securities
Corporation, and Patrick C. Welch. The lawsuit alleges various damages including
but not limited to alleged damages in the amount of $4 million for defendants'
unauthorized disclosure of confidential information concerning Clark M. Holcomb
which interfered with the economic relationships and prospective economic
advantage of SeQuester. Management of the Company believes that the lawsuit is
meritorious but is unable to determine the outcome at this time.

Except as otherwise 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 April 30, 1998.

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-17
<PAGE>   18
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) 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, which consisted of 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. The
Company introduced an appetite suppressant (SeQuester(R) 2) and a chromium based
dietary supplement (SeQuester(R) 3) 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. To date,
the Company has developed access to major domestic retail, pharmacy and mass
merchandiser chains in the United States. The Company is currently evaluating
all of its marketing and distribution programs and will commence advertising for
its mail order program in the second quarter of the current fiscal year.

           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) products 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.



                                       18
<PAGE>   19

           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
SeQuester(R) 3 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"). SeQuester(R)
3, consists of Chromium with L-Carnitine. Chromium is an essential trace mineral
which is necessary for proper carbohydrate metabolism.


Results of Operations

For the three month period ended April 30, 1998 compared to the three month
period ended April 30, 1997:

           Revenues are derived from sales of the dietary fat sequestrant
product and an appetite suppressant under the name SeQuester(R), a chromium
based dietary supplement product sold under the name SeQuester(R) 3 and,
commencing in October 1996, from PhytoQuest(TM), a dietary supplement designed
to reduce cholesterol from the food you eat. Gross Revenues for the three months
ended April 30, 1998 were $162,272 compared to $572,141 for the three months
ended April 30, 1997, or a 72% decrease. Gross Revenues have been reduced for a
variety of discounts to provide Net Revenues of $153,880 for the three months
ended April 30, 1998 and $260,675 for the three months ended April 30, 1997 or a
41% decrease.

           The significant decrease in Gross Revenues is attributed to a
decrease in sales to national drug and food chain retailers as the Company
redirects its efforts towards mail order revenues and a lack of adequate
financing to continue the Company's advertising campaign.


                                       19
<PAGE>   20

<TABLE>
<CAPTION>
                                                     Three Months Ended
                                      ------------------------------------------------
                                         April 30, 1998              April 30, 1997
                                      -------------------          -------------------
                                         $           %                $           %
                                      -------     -------          -------     -------
<S>                                   <C>         <C>              <C>         <C>
Gross Revenues                        162,272         100          572,141         100
                                      -------     -------          -------     -------
                                                              
Discounts:
     Refunds and Returns                1,677           1          260,892          46
     Introductory and Promotional       5,485           3           19,109           3
     Co-op Advertising                     --          --           23,589           4
     Other                              1,230           1            7,876           1
                                      -------     -------          -------     -------
     Total Discounts                    8,392           5          311,466          54
                                      -------     -------          -------     -------
     Net Revenues                     153,880          95          260,675          46
                                      =======     =======          =======     =======
</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 April 30, 1998 was $206,233 or 134% of Net Revenues
which provided a Gross (Loss) of ($52,353) or (34%) of Net Revenues. For the
three month period ended April 30, 1997, the Cost of Sales was $96,429 or 37% of
Net Revenues, which provided a Gross Profit of $164,246 or 63% of Net Revenues.
The decrease in the Gross Profit resulted from an increase in the allowance for
inventory obsolescence. The allowance for obsolescence is maintained at an
amount management deems adequate to cover unsaleable inventory. In determining
the allowance to be maintained, management evaluates many factors including
alternate uses and a specific review for items no longer saleable.


<TABLE>
<CAPTION>
                                                     Three Months Ended
                                      ------------------------------------------------
                                         April 30, 1998              April 30, 1997
                                      -------------------          -------------------
                                         $           %                $           %
                                      -------     -------          -------     -------
<S>                                   <C>         <C>              <C>         <C>
Net Revenues                          153,880         100          260,675         100
Cost of Goods Sold                    206,233         134           96,429          37
                                      -------     -------          -------     -------
Gross (Loss) Profit                   (52,353)        (34)         164,246          63
                                      =======     =======          =======     =======
</TABLE>


           Advertising expenses consist of a multi-media advertising campaign
which included magazines, 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, bad debt expense,
travel expenses and other administrative costs.

           Advertising expense decreased significantly to $1,394 for the three
months ended April 30, 1998 from $317,828 for the three months ended April 30,
1997. Advertising expenses for the three months ended April 30, 1997 included
testing of TV spot commercials in selected markets and 



                                       20
<PAGE>   21
utilization of prepaid radio barter advertising. Lack of adequate financing
curtailed continuance of the TV scheduling during this period. The Company is
currently evaluating all of its marketing and distribution programs and will
commence advertising for its mail order program in the second quarter of the
current fiscal year.

           Selling and Marketing expenses decreased to $82,031 for the three
months ended April 30, 1998 from $193,965 for the three months ended April 30,
1997. The Company experienced decreases in sales commissions, coupon expense,
marketing expense and freight due to a reduction in sales and decreases in
office, salaries, travel and entertainment expenses which were partially offset
by an increase in consulting fees during the three months ended April 30, 1998.

           General and Administrative expenses decreased to $211,558 for the
three months ended April 30, 1998 from $349,696 for the three months ended April
30, 1997. The Company experienced decreases in legal and accounting fees,
salaries, insurance and office expenses, which were partially offset by
increases in shareholder expense and consulting fees during the three months
ended April 30, 1998.

           There was no interest expense for the three months ended April 30,
1998 compared with $5,142 for the three months ended April 30, 1997. Interest
expense for the three months ended April 30, 1998 reflects no short term loans
from stockholders, which were converted to equity as of March 31, 1997.

           In February 1997, the Company settled certain disputed and doubtful
claims for the sum of $24,000 to avoid further litigation costs inherent in
defending the action. In September 1997, the Company completed settlement of
certain litigation resulting from a management consulting agreement and related
matters for the aggregate cash payment of $230,000 to the Company. The balance
of prepaid consulting fees of $241,150 remaining after the settlement was
recorded as a loss.

           Interest income of $3,699 for the three months ended April 30, 1997
is the result of interest earned on a certificate of deposit of $100,000 which
the Company had pledged as collateral and subsequently cashed and transferred to
an escrow account in accordance with the terms of a consent order with the
Federal Trade Commission.

           The provision for income taxes is the minimum for the States of New
Jersey and 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 three month period ended April 30, 1998 of
$348,336 was incurred principally as a result of a decrease in sales and an
increase in the allowance for inventory obsolescence. The net loss for the three
month period ended April 30, 1997 of $700,486 was the result of a decrease in
net sales and a related decrease in gross profit.

           The basic net loss per common share was $0.17 for the three months
ended April 30, 1998 and $0.46 for the three months ended April 30, 1997 based
on the weighted average shares of 



                                       21
<PAGE>   22
common stock outstanding. The basic net loss per common share has been restated
to retroactively effect a reverse stock split in the ratio of one share for ten
shares.

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 January 31, 1998, revenues from operations
have been insufficient to satisfy operating expenses, product development and
legal costs. The Company, therefore has been dependent on the private placement
of securities and loans from private investors and stockholders.

           The Company faces continuing significant business risks, including
but not limited to, its ability to maintain vendor and supplier relationships by
making timely payments when due. The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. The
financial statements do not include any adjustments relating to the
recoverability and classification of asset carrying amounts or the amount and
classification of liabilities that might result should the Company be unable to
continue as a going concern.

           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 April 30, 1998 of $10,646,701 including
net losses of $348,336 for the three months ended April 30, 1998 and net losses
of $2,440,692 and $1,852,365 during the fiscal years ended January 31, 1998 and
1997, respectively.

           Management devoted considerable effort during the twelve months ended
January 31, 1998 and 1997 towards (i) obtaining additional equity financing (ii)
settlement of remaining litigation matters (iii) reduction of salaries and
general and administrative expenses (iv) reduction of inventories (v) management
of accounts payable and (vi) evaluation of its distribution and marketing
methods.

           The Company has embarked on new marketing methods including general
nutrition outlets and a mail order program. In addition, the Company is actively
pursuing potential merger or acquisition candidates and strategic partners which
would enhance stockholders' investment. Management believes that the above
actions will allow the Company to continue operations through the current fiscal
year.

           Management has reduced its administrative expenses and anticipates
additional distribution methods for its SeQuester(R) products. The Company
introduced an appetite suppressant and a chromium based dietary supplement in
December, 1995 and a phytosterol based dietary supplement in October 1996.



                                       22
<PAGE>   23
           In January 1997, the Company authorized issuance of a series of 5,000
shares of Convertible Preferred Stock and designated an initial issuance of 750
shares of Series A Convertible Preferred Stock with a par value of $1,000 per
share. Upon any liquidation, dissolution or winding up of the Company, whether
voluntary or involuntary, the holders of Series A Shares shall be entitled,
before any distribution or payment is made upon any shares of common stock or
any preferred stock junior in rank to the Series A Shares, to be paid an amount
per share equal to the liquidation value (the "Liquidation Value"). The per
share Liquidation Value of the Series A Shares on any date is equal to the sum
of the following: (i) $1,000, plus (ii) an amount equal to any accrued and
unpaid dividends from the issuance date. In January 1997, the Company sold 375
shares and in February 1997 sold an additional 375 shares to two accredited
investors receiving gross proceeds of $750,000. The Company paid placement and
finder's fees aggregating 15% of the gross proceeds in connection with this
financing.

           The Series A Shares are convertible into the Company's common stock,
in phases following the date of issuance (the "Closing Date"). The Series A
Shares are entitled to a 6% cumulative dividend payable in common stock at the
time of conversion and all of the Series A Shares are subject to a mandatory 12
month conversion feature. One-third of the Series A Shares are convertible into
common stock at any time 45 days after the Closing Date; an additional one-third
(two-thirds cumulatively) are convertible into common stock at any time 60 days
after the Closing Date; and an additional one-third (the entire amount
cumulatively) are convertible into common stock at any time 75 days after the
Closing Date. The number of common shares issuable upon conversion of the Series
A Shares equals the par value of the Series A Shares plus accrued dividends
through the date of conversion divided by the lessor of (i) 70% of the "Market
Price" (the 5 day average closing bid for the common stock for the 5 business
days immediately preceding the conversion date); or (ii) 100% of the 5 day
average closing bid for the common stock for the 5 business days immediately
preceding the Closing Date. Provided, that, for any conversions of the Series A
Shares occurring after the 89th day following the Closing Date the conversion
rate will be the lessor of (i) 65% of the Market Price; or (ii) 100% of the 5
day average closing bid for the common stock for the 5 business days immediately
preceding the Closing Date.

           In August 1997, the Company entered into an agreement with the
convertible preferred stockholders to (i) delay conversion of the remaining 460
outstanding series A preferred shares through November 30, 1997 and (ii) offer
to sell to the Company the remaining 460 outstanding series A preferred shares
at par value at any time through November 30, 1997. As consideration for this
agreement, the Company issued an aggregate of 300,000 shares of restricted
common stock to such preferred stockholders.

           Through April 30, 1998, an aggregate of 530 shares of outstanding
preferred stock were converted into 988,248 shares of Company common stock.

           In March 1997, the Company entered into an agreement with certain
stockholders to convert the outstanding principal balance of their loans as of
March 31, 1997, which was $343,600, to 1,047,242 restricted common shares of
Company stock. The principal balance of such loans was 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 



                                       23
<PAGE>   24
certain registration rights. In December 1997, the Company reached an agreement
with these stockholders to waive their registration rights and release a lien on
accounts receivable in exchange for an additional 523,621 shares of restricted
common shares of Company stock which were issued in April 1998 (reduced to
52,365 shares to effect a reverse stock split).

           In August 1997, the Company restated its Consulting Agreement and
Stock Plan with a consultant, dated February 1, 1996 to extend the term of such
agreement for a three-year period commencing August 1, 1997 and issued 1,000,000
shares of registered Company common stock to such consultant.

           In December 1997, the stockholders of the Company approved amendments
to the Company's Articles of Incorporation to provide for a reverse stock split
of the Company's common stock in the ratio up to one share for ten shares as the
Board of Directors, in its discretion, may determine. Such reverse split became
effective in the ratio of one share for ten shares during February 1998.

           As of April 30, 1998, the Company's working capital position
decreased to ($160,264) from $44,325 at January 31, 1998. Decreases in current
assets include decreases in cash of $50,908 and inventory, net of $206,234,
offset by an increase in accounts receivable, net of $28,578. Changes in current
liabilities include decreases in accrued expenses, net of $108,924 and FTC
payable of $31,248 offset by increases in accounts payable of $71,217,
commissions payable of $1,167 and customer credit balances of $43,813. Current
assets decreased a net of $228,564 and current liabilities decreased a net of
$23,975 for the three months ended April 30, 1998. The net loss for the three
months ended April 30, 1998 of $348,336 was reduced by non-cash charges for (i)
depreciation and amortization of $132,486 and (ii) issuance of stock of $11,261
for other expenses to reconcile to net cash used in operating activities.

           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 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 (such as the
availability of capital, the effectiveness of advertising and revised
distribution and marketing methods) 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.






                                       24
<PAGE>   25
                           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 April 30, 1998
which are incorporated herein by reference.

Item 2. - Changes in Securities:

In March 1997, the Company entered into an agreement with certain stockholders
to convert the outstanding principal balance of their loans as of March 31,
1997, which was $343,600, to 1,047,242 restricted common shares of Company
stock. The principal balance of such loans was 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. In December 1997, the Company reached an
agreement with these stockholders to waive their registration rights and release
a lien on accounts receivable in exchange for an additional 523,621 shares of
restricted common shares of Company stock which were issued in April 1998
(reduced to 52,365 shares to effect a reverse stock split). The stockholders to
whom the shares were issued are "accredited investors" as defined in Regulation
D promulgated under the 1933 Act. The Company relied upon the exemptions from
registration contained in Sections 4(2) and 4(6) of the 1933 Act, on the basis
that the offer and sale of the shares did not involve any public offering. All
of the foregoing shares were issued with the appropriate restrictive legend.

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

           (a) Exhibits
               Exhibit 27 - Financial Data Schedule (included only in
                            EDGAR filing).

           (b) On March 10, 1998, the Company filed a report on Form 8-K, which
               reported under Item 5 of such form.




                                       25
<PAGE>   26
                                   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
                                      (Registrant)


Dated June 5, 1998                    By: /s/ Steven K. Karsh
                                          --------------------------------------
                                              Steven K. Karsh
                                              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/ Steven K. Karsh            President, Principal Accounting Officer,      June 5, 1998
-----------------------------  and Director
Steven K. Karsh


/s/ Stephen R. Miller, M.D.    Director                                      June 5, 1998
-----------------------------  
Stephen R. Miller, M.D.
</TABLE>





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