vi
  SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
                                       ____________
                              
                          FORM 10-K
                              
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934
                              
          For the fiscal year ended March 31, 1997
               Commission File Number  0-7349
                              
                   WEBCOR ELECTRONICS, INC.
   (Exact name of Registrant as specified in its charter)
                              
                Delaware            13-2695316
  (state or other jurisdiction of          (I.R.S. Employer
   incorporation of organization)         identification No.)
                              
                   1612 N. Osceola Avennue
                  Clearwater, Florida 34615
        (Address of Principal Executive Offices)(Zip Code)
       Registrant's telephone number, including area code:
                       (813) 443 - 3434
 Securities Registered pursuant to Section 12(g) of the Act
          Common Stock, par value $.01  per share.
                              
 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).
               Yes __________  No. ___ X _____
                        _____________
                              
    APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
         PROCEEDINGS DURING THE PRECEDING FIVE YEARS
                              
 Indicate by check mark whether the Registrant has filed all
documents  and reports required to be filed by Sections  12,
 13  or  15(d)  of  the  Securities  Exchange Act  of  1934
 subsequent  to the distribution of securities under  a plan
                    confirmed by a court.
                              
                 N/A        Yes ___ No ____
                              
The  number of shares outstanding of the Registrant's common
stock is 3,957,384 (according to the records of the transfer
agent, American Stock Transfer & Trust Company as of January
31,  1997).  The  Registrant is an  inactive  company   with
limited   trading  in  these  securities.  There  has   been
virtually no regular trading in the market of this  security
over the last six years.


     PART I

Item 1. Business

Corporate Background Information

       WEBCOR   ELECTRONICS,   INC.  (the"Registrant")   was
incorporated on December 3, 1971 under the laws of the State
of   Delaware.    The  Company's   business   consisted   of
manufactuing  and  selling  cordless  telephones,  telephone
accessories, electronic scales and calculators. On April  8,
1982,  the Company registered its stock under  Section 12(g)
of  the  Securities  Exchange Act  of  1934  (the  "Exchange
Act").The Registrant conducted an initial public offering of
its  Common  Stock  in  May, 1982 pursuant  to  a  Form  S-1
registration Statement under the Securities Act of 1933 (the
"Securities Act").

      After  pursuing  its business for several  years,  the
Registrant  filed a voluntary petition under Chapter  11  of
the  Bankruptcy Act on February 1, 1989. This proceeding was
filed  in  with  the U.S. Bankruptcy Court for  the  Eastern
District   of New York (Brooklyn) and designated as  Case  #
89-10328. On October 16, 1990, the Company's Chapter 11 case
was  voluntarily  converted to a case  in  Chapter  7  which
resulted in the orderly liquidation of all corporate  assets
and   the  use  of  the  proceeds  to  repay  the  Company's
creditors.  On  November 13, 1996 the Company's  case  under
Chapter  7  was  closed by an order of  the  Court  and  the
trustee  was discharged. As a result of the Bankruptcy,  the
Company  has no assets, liabilities, management  or  ongoing
operations  and  has not engaged in any business  activities
since  February,  1990.  The  Registrant  has  been  totally
inactive since November 13, 1996.

      During  the pendancy of the Bankruptcy, the management
of  the  Registrant neglected to file franchise tax  returns
with  and  pay the required franchise taxes to the State  of
Delaware.  As a result, the Company's corporate charter  was
revoked  by order of the Secretary of State of the State  of
Delaware on March 1, 1991. Similarly, the management of  the
Registrant  neglected to file with the SEC  either  (a)  the
regular reports that are required of all companies that have
securities  registered  under the Exchange  Act,  or  (b)  a
certification on Form 15 terminating its registration  under
the  Exchange  Act.  As  a result, the  Company  remained  a
Registrant   under  the  Exchange  Act  but  was   seriously
delinquent  in its SEC reporting obligations.  According  to
the  National Quotation Bureau, the last published quotation
for the Company's Common Stock was posted by CARR SECURITIES
CORP.,  one  of the Company's market makers, on October  15,
1996.  At that time, the published quote was $0.00  bid  and
$0.10 asked. There have been no published quotations for the
Company's Common Stock since October 15, 1996.

     Acting in its capacity as a Stockholder of the Company,
and  without  first  receiving  any  consent,  approval   or
authorization of any other Stockholder  or former officer or
director of the Company, Capston effected a renewal, revival
and   restoration   of   the   Company's   certificate    of
incorporation  pursuant  to  Section  312  of  the   General
Corporation  Law  of  the  State of  Delaware.  In  general,
Section  312  provides that any corporation may "procure  an
extension,   restoration,  renewal   or   revival   of   its
certificate of incorporation, together with all the  rights,
franchises, privileges and immunities and subject to all  of
its duties, debts and liabilities which had been secured  or
imposed  by its original certificate of incorporation"  upon
compliance with certain procedural requirements.

       After   reviewing  the  applicable   files,   Capston
determined  that  the  only debt of  the  Company  that  was
"secured  or  imposed by its original certificate"  was  the
obligation  of  the  Registrant to pay its  Delaware  taxes.
Therefore,  Capston  paid all past due  franchise  taxes  on
behalf  of  the  Company  and then filed  a  Certificate  of
Renewal, Revival, Extension and Restoration of the Company's
Certificate of Incorporation on behalf of the Company  under
the  authority  granted by Section 312(h). This  Certificate
was  filed  in the office of the Secretary of State  of  the
State  of Delaware on December 26, 1996 and at the  date  of
this  Proxy  Statement the Company is lawfully incorporated,
validly existing and in good standing under the laws of  the
State of Delaware.



Proposed Operations

      While  the  Registrant  has  no  assets,  liabilities,
management or ongoing operations and has not engaged in  any
business  activities since February 1990,  Capston  believes
that  it  may  be  possible to recover some  value  for  the
Stockholders  through the adoption and implementation  of  a
Plan whereby the Registrant will be restructured as a "clean
public  shell"  for  the  purpose of  effecting  a  business
combination   transaction  with  a  suitable  privately-held
company that has both business history and operating assets.

      Capston believes the Registrant will offer owners of a
suitable privately-held company the opportunity to acquire a
controlling  ownership  interest  in  a  public  company  at
substantially less cost than would otherwise be required  to
conduct an initial public offering. Nevertheless, Capston is
not  aware  of  any empirical statistical  data  that  would
independently   confirm   or  quantify   Capston's   beliefs
concerning  the  perceived value of a merger or  acquisition
transaction  for  the  owners of a  suitable  privately-held
company. The owners of any existing business selected for  a
business   combination  with  the  Registrant   will   incur
significant  costs  and  expenses, including  the  costs  of
preparing  the required business combination agreements  and
related  documents, the costs of preparing a Current  Report
on  Form 8-K describing the business combination transaction
and the costs of preparing the documentation associated with
any   future   reporting   under  the   Exchange   Act   and
registrations under the Securities Act.

      If  the  Plan  is  approved by the  Stockholders,  the
Registrant  will be fully reactivated and  then  used  as  a
corporate  vehicle to seek, investigate and, if the  results
of such investigation warrant, effect a business combination
with  a  suitable privately-held company or  other  business
opportunity  presented to it by persons or firms  that  seek
the perceived advantages of a publicly held corporation. The
business  operations  proposed in  the  Plan  are  sometimes
referred to as a "blind pool" because Stockholders will  not
ordinarily  have  an  opportunity  to  analyze  the  various
business  opportunities presented to the Registrant,  or  to
approve  or disapprove the terms of any business combination
transaction that may be negotiated by Capston on  behalf  of
the  Registrant.  Consequently, the  Registrant's  potential
success  will  be  heavily  dependent  on  the  efforts  and
abilities  of  Capston  and  its  officers,  directors   and
consultants, who will have virtually unlimited discretion in
searching  for,  negotiating and entering  into  a  business
combination transaction. Capston and its officers, directors
and  consultants have had limited experience in the proposed
business  of the Registrant. Although Capston believes  that
the  Registrant  will  be  able to  enter  into  a  business
combination transaction within 12 months after the  approval
of  the  Plan by the Stockholders, there can be no assurance
as   to   how  much  time  will  elapse  before  a  business
combination  is effected, if ever. The Registrant  will  not
restrict  its search to any specific business,  industry  or
geographical location, and the Registrant may participate in
a business venture of virtually any kind or nature.

      Capston  and  its officers, directors and  consultants
anticipate that the selection of a business opportunity  for
the  Registrant will be complex and extremely risky. Because
of general economic conditions, rapid technological advances
being  made  in some industries, and shortages of  available
capital, Capston believes that there are numerous privately-
held  companies seeking the perceived benefits of a publicly
traded  corporation.  Such perceived  benefits  may  include
facilitating debt financing or improving the terms on  which
additional equity or may be sought, providing liquidity  for
the  principals  of  the  business,  creating  a  means  for
providing incentive stock options or similar benefits to key
employees,  providing  liquidity for  all  stockholders  and
other factors.

      Potential  business opportunities may  occur  in  many
different  industries and at various stages of  development,
all of which will make the task of comparative investigation
and   analysis  of  such  business  opportunities  extremely
difficult   and  complex.  Capston  anticipates   that   the
Registrant will be able to participate in only one  business
venture. This lack of diversification should be considered a
substantial  risk inherent in the Plan because it  will  not
permit  the Registrant to offset potential losses  from  one
venture  against gains from another. Moreover,  due  to  the
Registrant's lack of any meaningful financial, managerial or
other resources, Capston believes the Registrant will not be
viewed as a suitable business combination partner for either
developing  companies or established business  that  are  in
need of substantial additional capital.

Acquisition of Opportunities

      In  implementing  a  particular  business  combination
transaction, the Registrant may become a party to a  merger,
consolidation, reorganization, joint venture,  franchise  or
licensing  agreement with another corporation or entity.  It
may  also  purchase stock or assets of an existing business.
After   the   consummation   of   a   business   combination
transaction,  it is likely that the present Stockholders  of
the  Registrant will only own a small minority  interest  in
the combined companies. In addition, as part of the terms of
the   acquisition  transaction,  all  of  the   Registrant's
officers  and  directors  will  ordinarily  resign  and   be
replaced by new officers and directors without a vote of the
Stockholders. Capston does not intend to obtain the approval
of  the  Stockholders prior to consummating any  acquisition
other  than  a statutory merger that requires a  Stockholder
vote. Capston and its officers, directors and consultants do
not  intend  to  sell any shares held by them in  connection
with a business acquisition.

      It  is  anticipated that any securities  issued  in  a
business  combination transaction will be issued in reliance
on exemptions from registration under applicable Federal and
state securities laws. In some circumstances, however, as  a
negotiated element of a business combination, the Registrant
may agree to register such securities either at the time the
transaction  is  consummated  or  at  some  specified   time
thereafter.   The   issuance   of   substantial   additional
securities and their potential sale into any trading  market
that  may  develop  may  have a depressive  effect  on  such
market. While the actual terms of a transaction to which the
Registrant  may be a party cannot be predicted,  it  may  be
expected  that the parties to the business transaction  will
find  it desirable to avoid the creation of a taxable  event
and  thereby  structure the acquisition in a so called  "tax
free" reorganization under Sections 368(a)(1) or 351 of  the
Internal  Revenue Code of 1986, as amended (the  "Code")  In
order to obtain tax free treatment under the Code, it may be
necessary for the owners of the acquired business to own 80%
or more of the voting stock of the surviving entity. In such
event, the stockholders of the Registrant would retain  less
than  20%  of  the  issued  and outstanding  shares  of  the
combined   companies,  which  could  result  in  significant
dilution  in the equity of such stockholders. The Registrant
intends to structure any business combination in such manner
as  to  minimize Federal and state tax consequences  to  the
Registrant and any target company.

      As part of the Registrant's investigation of potential
business  opportunities, Capston and its officers, directors
and   consultants  will  ordinarily  meet  personally   with
management and key personnel, may visit and inspect material
facilities,  obtain independent analysis or verification  of
certain  information provided, check reference of management
and  key  personnel, and take other reasonable investigative
measures,   to  the  extent  of  the  Registrant's   limited
resources  and  Capston's limited expertise. The  manner  in
which  the  Registrant participates in an  opportunity  will
depend  on  the  nature of the opportunity,  the  respective
needs  and  desires of the Registrant and other parties  and
the relative negotiating strength of the Registrant and such
other management.

      With respect to any business combination negotiations,
Capston  will  ordinarily focus on  the  percentage  of  the
Registrant  which target company stockholders would  acquire
in  exchange  for  their ownership interest  in  the  target
company.  Depending  upon, among other  things,  the  target
company's   assets   and   liabilities,   the   Registrant's
stockholders  will  in  all  likelihood  only  own  a  small
minority  interest in the combined companies upon completion
of   the  business  combination  transaction.  Any  business
combination  effected by the Registrant can be  expected  to
have  a  significant dilutive effect on  the  percentage  of
shares held by the Registrant's current Stockholders.

      Upon completion of a business combination transaction,
there  can be no assurance that the combined companies  will
have   sufficient   funds  to  undertake   any   significant
development,   marketing   and   manufacturing   activities.
Accordingly,  the  combined companies  may  be  required  to
either  seek additional debt or equity financing  or  obtain
funding  from  third  parties, in  exchange  for  which  the
combined  companies might be required to issue a substantial
equity  position.  There is no assurance that  the  combined
companies  will  be able to obtain additional  financing  on
terms acceptable to the combined companies.

      It  is  anticipated that the investigation of specific
business  opportunities  and the negotiation,  drafting  and
execution  of relevant agreements, disclosure documents  and
other  instruments will require substantial management  time
and   attention  and  substantial  costs  for   accountants,
attorneys  and  others.  If  a  decision  is  made  not   to
participate  in  a specific business opportunity  the  costs
incurred   in  the  related  investigation  would   not   be
recoverable.  Furthermore, even if an agreement  is  reached
for  the  participation in a specific business  opportunity,
the failure to consummate that transaction may result in the
loss of the Registrant of the related costs incurred.

Item 2. Properties

      None.

Item 3. Legal Proceedings

      None.

Item 4.  Submission  of  matters to a vote of Security
Holders

      In  February  of  1997,  the Registrant  sent  to  its
stockholders a Notice of Special Meeting and Proxy Statement
which described a number of proposals relating to a plan  of
reorganization   proposed   by   Capston   Network   Company
(OCapstonO), a stockholder of the Company.  Subsequently, on
March  10,  1997, a Special meeting of the Stockholders  was
held  and  all of the proposals were approved by a  majority
vote  of the Stockholders.  The principal proposals approved
by the stockholders were:

1. A  proposal  to  ratify the actions  of  Capston  in  (i)
   effecting  a  renewal,  revival and  restoration  of  the
   Company's  Certificate  of Incorporation;  (ii)  adopting
   amended  by-laws to govern the business  affairs  of  the
   Company,   and  (iii)  filing  the  reports   and   other
   documents  necessary  to bring the Company  current  with
   respect   to   its   reporting  obligations   under   the
   Securities Exchange Act of 1934;

2. A  proposal  to elect a person designated by  Capston  to
   serve  as the sole member of the Board of Directors until
   the  1998  annual Meeting of  Stockholders, or until  her
   successor is elected and qualified;

3. A   proposal  to  consider  and  vote  upon  proposed  an
   Amendment  to  the Company's Certificate of Incorporation
   that  will  effect  a reverse split  of  all  issued  and
   outstanding  shares of Common Stock in the ratio  of  one
   (1)  share  of  new Common Stock for each 11.5879  shares
   presently outstanding so that immediately thereafter  the
   Company  will have a total of 300,000 shares  issued  and
   outstanding;

4. A  proposal to consider and vote upon a proposal to issue
   200,000  shares of Common Stock to persons designated  by
   Capston   as   compensation  for  services  rendered   in
   connection with the implementation of the Plan;

5.  A  proposal  to consider and vote upon a proposal  which
    will give the Board of Directors authority to pay an in-
    kind Finder's Fee  to unrelated third party finders  who
    introduce   the   Company  to  a  suitable   acquisition
    prospect.

6. Consider  and  vote upon a proposal that  will  give  the
   Board  of Directors discretionary authority to (i) change
   the  Company's name and (ii) issue up to 4,500,000 shares
   of  Common Stock to unrelated third parties, all  without
   prior   stockholder  approval,  in  connection   with   a
   business    combination   transaction   of    the    type
   contemplated by the Plan; and

7. A   proposal  to  consider  and  vote  upon  a   proposed
   Amendment  to  the Company's Certificate of Incorporation
   that  will increase the authorized capital stock  of  the
   Company  to  25,000,000 shares of $0.01 par value  Common
   Stock  and  5,000,000 shares of $0.01 par value Preferred
   Stock.
      Detailed  disclosure respecting each of the amendments
is  set  forth  in  the RegistrantOs Proxy  Statement  dated
January  29,  1997  which  is incorporated  herein  by  this
reference.
     PART II

Item 5. Market for Registrant's Common Equity

There   has  been  no  consistent  active  trading  in   the
Registrant's  security  for over five  years.  It  does  not
currently  have a market maker. It does have  a  new  symbol
which  is  WBET.  According to the transfer agent,  American
Stock  Transfer  & Trust Company, there are  831  beneficial
owners as of January 31, 1997.

Item 6. Selected Financial Data.


Operating Revenues           1993    1994   1995 1996     1997
Income (Loss) from
Continuing Operation            0       0      0  0      17,815
Income (Loss) from
Continuing Operations
Per Share                       0       0      0   0     0.004%

Total Assets                    0       0     0    0     0
    Long Term Obligations       0       0     0    0     0
Cash Dividends Declared         0       0     0    0     0
       Per Common Share

Note  1.  The  Company  was completely inactive  during  the
period commencing upon the filing of its petition under  the
filing  of its petition under Ch. 11 of the Bankruptcy  Code
in  1989  and  the  restoration  of  its  charter  in  1996.
Accordingly  there  were no revenues, expenses,  assets,  or
liabilities during the fiscal years 1989 through  1996.  The
reported loss from operations in fiscal 1997 resulted solely
from  expenses incurred by Capston on behalf of the  Company
in   connection  with  the  restoration  of  the   Company's
corporate charter and the preparation and filing of  certain
reports required under the Securities Exchange Act of  1934.
The   off-setting  credit  was  paid-capital,  leaving   the
liabilities and the assets of the Company at $0 as of  March
31, 1997.


Item 7. Management Discussion and Analysis of Financial
Condition and Results of Operations.

This   10-K  is  for  the  purpose  of  providing  financial
information  in  regard  to the years  that  WEBCOR  was  in
bankruptcy.  To that end, the attached financial  statements
include an audited statement for November 13, 1996 when  the
Registrant's  petition was declared closed and  the  trustee
was discharged.

Management has attempted to reconstruct financial statements
for  the years in which WEBCOR was in bankruptcy.  This  was
not  possible  due to the fact as a matter  of  routine  the
Trustee   abandons  all  Records  of  the  Debtor's  Estate.
Therefore,  records necessary for reconstructing responsible
financial  statements for the years in bankruptcy  were  not
available,  but  an audit as of the close of  bankruptcy  on
11/13/96 was completed and filed with the commission.

The  Company  had  no operations on which to  report  during
bankruptcy or since that time.  It is the intention  of  the
acting  management  to seek stockholder approval  through  a
future proxy to seek out and acquire a private company which
can  cause  the  Company  to  once  again  become  a  viable
operating public company.

Item 8. Financial Statements and Supplementary Data.

For  the  information  called for  by  this  Item,  see  the
Financial Statements attached. Webcor Electronics, Inc. will
be  entering the Small Business Issuer System with its first
quarterly filing of its 97-98 fiscal year.

Item 9. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure.

The  Registrant's financial statements for the  years  ended
March  31,  1988  were audited by the  firm  of   Mann  Judd
Landau,  Certified Public Accountants.  As a result  of  the
bankruptcy,  as  discussed elsewhere herein, the  Registrant
did  not  prepare audited financial statements from  1989  -
1996.  In connection with the revival and restoration of the
Company's certificate of incorporation, the firm of  Want  &
Ender,  Certified Public Accountants was retained  to  audit
the  Registrant's balance sheet for the year ended 1996, and
to  serve as the Registrant's auditor in the future.  During
the  fiscal  years  ended 1989, and the  subsequent  interim
period  preceding the appointment of Mann Judd Landau,  CPA,
there   were   no  reportable  disagreements   between   the
Registrant  and  the  firm of Mann  Judd  Landau,  Certified
Public  Accountants, on any matter of accounting  principles
or  practices, financial statement disclosure,  or  auditing
scope  or  procedure. Want & Ender audited the  Registrant's
financial statements for the year ended March 31, 1997.

     PART III

Item 10. Directors and Executive Officers of the Registrant

      Ms.   Sally   Fonner, age 48, the president  and  sole
stockholder of Capston, has assumed the duties of President,
Secretary,  Treasurer and Sole Director  of  the  Registrant
pending  a  Special  Meeting of  the  Stockholders  that  is
presently  scheduled for January 31, 1997. At that  Meeting,
Ms.  Fonner intends to seek re-election for a term of office
that  is  anticipated be no more than  two  years  or  until
permanent management can be located, whichever should  occur
first  in  time. Ms. Fonner's sole purpose is to  seek   out
qualified new operations and management.

Item 11. Executive Compensation.

No  officer  or director of the Registrant has received  any
compensation  for services performed during the  past  three
years  and  no  future  compensation agreement  between  Ms.
Fonner  and  the Registrant is contemplated. Notwithstanding
the  foregoing,  the Registrant's proposed  Proxy  Statement
will  provide for significant stock compensation to  certain
individuals selected by Capston.


Item 12. Security Ownership of Certain Beneficial Owners and
Management

  The  following table sets forth the shareholdings of those
persons  who  own  more than five percent of  the  Company's
common stock as of the date of this Report:

Title of Class           Name / Address Amount of Percent of
                         Beneficial Owner
Beneficial Owner

Common  Victor Reichenstein             985,507    27.00%
                79 Express Street
                Plainview, NY
                11802

                Capston Network Company      5,000 0.0014%
                1612 N. Osceola Avenue
                Clearwater, Fl
                34615

The above information, with the exception of Capston Network
Company, is taken from the last filed 10-Q dated January 31,
1989.  The  transfer  agent nor Capston has  no  information
which would indicate this information is still not the  best
available.  Capston believes that of these  individuals  has
sole  investment  and  voting  power  with  regard  to   the
securities listed opposite his name.


Item 13. Certain Relationships and Related Transactions

      No officer, director or family member of an officer or
director is indebted to the Registrant.

Item 14. Exhibits, Financial Statement Schedules and
Reports.

Financial statements filed with this report:

Independent Auditor's report for financial statements
       Consolidated Balance Sheet as of March 31,  1997  and
1996
       Consolidated Statements of Operations for  the  years
ending March 31, 1997, 1996, 1995
       Consolidated  Statement of Changes  in  Shareholder's
Equity/(Deficit)    for    the    years     ending     March
31, 1997, 1996, and 1995
       Consolidated Statements of Cash Flows for  the  years
ended March 31, 1997, 1996, 1995


   SIGNATURES

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

WEBCOR
Date: 6/20/97            By______/S/______________
                         Sally Fonner,
                         Director
                         President
                         and Chief Financial Officer

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

Date : 6/20/97           By___________/S/__________
                         Sally Fonner,
                         Director
                         President
                         and Chief Financial Officer

WANT & ENDER, CPA, P.C.
CERTIFIED PUBLIC ACCOUNTANTS            East 28th Street,
                                        6th Floor
                                        New   York,   NY 10016
MARTIN ENDER. CPA                       Telephone (212)684-2414
STANLEY Z. WANT, CPA, CFP               Fax (212) 684-5433


                Independent Auditor's Report


To the Shareholders and Board of Directors
WEBCOR ELECTRONICS INC.


We  have  audited the accompanying balance sheet  of  WEBCOR
ELECTRONICS, INC. (A  Dormant  State  Company) at March  31,
1997  and  1996  and the related consolidated statements  of
operations,  changes  in shareholders equity/(deficit),  and
cash  flows for each of the three years for the period ended
March  31, 1997, 1996, 1995. These financial statements  are
the   responsibility  of  the  Company's   management.   Our
responsibility   is   to  express  an   opinion   on   these
financial statements based on our audit.

We   have   conducted our audit in accordance with generally
accepted  auditing   standards.   These  standards   require
that   we   plan  and perform the audit to obtain reasonable
assurance about whether  the financial  statements are  free
of   material   misstatement.   An   audit  also    includes
examining on a test basis, evidence supporting  the  amounts
and  disclosures in the financial statements. An audit  also
includes   assessing  the  accounting  principles  used  and
significant  estimates   made  by  management,  as  well  as
evaluating   the  overall financial  statement presentation.
We  believe our audit provides  a reasonable basis  for  our
opinion.

In   our opinion, the financial statements referred to above
present  fairly,   in all material respects,  the  financial
position  of  WEBCOR ELECTRONICS, INC.  (A   Dormant   State
Company)   at  March 31, 1997 and 1996 and the  consolidated
results of its operations and its cash flows for each of the
three  years for the period ended March 1997, 1996, 1995  in
conformity with generally accepted accounting principles.

Martin Ender
Want & Ender CPA, P.C.
Certified Public Accountants

New York, NY
June 20, 1997

                     WEBCOR CORPORATION
                  (A Dormant State Company)

                 Consolidated Balance Sheet
                   March 31, 1997 and 1996

                                             1997       1996
 Assets


Organization Cost

 Total Assets                                 0.00      0.00

Liabilities and Shareholder's Equity

Stockholders' Equity

Common Stock par value at $.01 per share;
20,000,000 shares authorized of common stock;
3,476,370.00 shares issued and outstanding        0       0
Additional Paid in Capital                    17,815      0
Retained  Earnings (Deficit)                 (17,815)     0
                                              ______    _____


Total Shareholders' Equity                      0         0
                                               ______   _____

Total Liabilities and Shareholders Equity    $    0    $  0
                                             =========   ========



*Close of Chapter 7 was 11/13/96, but the Company had ceased
all operations in 1990 with the US Bankruptcy Trustee taking
on responsibility for the orderly liquidation of corporate
assets and the use of the proceeds to repay the Company's
creditors.


       See accompanying notes to financial statements

                     WEBCOR CORPORATION
                  (a Dormant State Company)
           Consolidated  Statements of Operations
     for the years ending March 31, 1997 , 1996 and 1995



                                1997          1996    1995*
                              Current year   03-31-9603-31-95
                              ____________   ________________

Revenues                      $    0         $   0     $ 0

Expenses
Administrative Expenses       $17,365        $   0     $ 0
Filing Fees                   $  450.            0     $ 0

Net Income/Loss for the year  $(17,815)      $   0     $ 0
                              =========      ======== ======

*Close of Chapter 7 was 11/13/96, but the Company had ceased
all operations in 1990 with the US Bankruptcy Trustee taking
on responsibility for the orderly liquidation of corporate
assets and the use of the proceeds to repay the Company's
creditors.
                              
                  WEBCOR ELECTRONICS, INC.
                  (a Dormant State Company)
     Consolidated Statement of Changes in Shareholder's
                      Equity/(Deficit)
      for the years ended March 31, 1995, 1996 and 1997


                            1997   1996  1995
                            03-31 03-31 03-31

Common Stock
(3,957,384 shares issued
& outstanding)            $   0    $ 0    $ 0
Additional Paid
in Capital                  17,815   0      0

Balance April 1               0      0      0


Net Income/(loss)
 for the year           $ (17,815)   0       0

Balance March 31        $   0     $  0   $   0


*Close of Chapter 7 was 11/13/96, but the Company had ceased
all operations in 1990 with the US Bankruptcy Trustee taking
on responsibility for the orderly liquidation of corporate
assets and the use of the proceeds to repay the Company's
creditors.
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
       See accompanying notes to financial statements

                  WEBCOR ELECTRONICS, INC.
                  (A Dormant State Company)
                              

           Consolidated Statements of  Cash Flows
     for the years ending March 31, 1997 , 1996 and 1995

                              
                              
                              
                              
                              Current Year        1996     1995
                              03-31-97         03-31-96   03-31-95

Cash Flows from Operating
 Activities
 Net Income                        $ (17,815)     $    0   $ 0

Net Cash Provided (used) /
By Operating Activities                0                0    0


Expenses Paid by Capston             17,815             0   0

Net Increase (Decrease) in Cash         0               0   0
Cash at Beginning of Period             0               0   0

Cash at End of Period              $    0               0   0
                                     ========           =   =
                              
                              
*Close of Chapter 7 was 11/13/96, but the Company had ceased
all operations in 1990 with the US Bankruptcy Trustee taking
on responsibility for the orderly liquidation of corporate
assets and the use of the proceeds to repay the Company's
creditors.
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
       See accompanying notes to financial statements
                              
                  WEBCOR ELECTRONICS, INC.
                  (A Dormant State Company)
                              
                       March 31, 1997

Note 1. HISTORY OF THE COMPANY

WEBCOR  ELECTRONICS,  INC., (A Dormant State  Company),  was
incorporated  on December 03, 1971, under the  laws  of  the
State  of Delaware.  The Company conducted an initial public
offering  of  its  Common  Stock  in  August  1982  and   in
connection with an application to list its Common  Stock  on
the  AMEX  system,  the Company also registered  its  Common
Stock  pursuant to Section 12(g) of the Securities  Exchange
Act of 1934.  The Company's Common Stock remained listed  on
the AMEX system until April 09, 1987.

On   February  01,  1989,  the  Company  filed  a  voluntary
petition  under Chapter 11 of the Bankruptcy ACT (Case   No.
89-10328)  in  the  U.S. Bankruptcy Court  for  the  Eastern
District of New York  on October 1,1990, the Company's  case
under Chapter 11 was voluntarily converted into a case under
Chapter  7  of  the  Bankruptcy Act.  As  a  result  of  the
voluntary  conversion of the Company's bankruptcy case,  all
assets  of  the Company were transferred to the  Trustee  in
Bankruptcy on the conversion date and the Company ceased all
operations.    Subsequently,  the  Trustee   in   Bankruptcy
effected an orderly liquidation of corporate assets and used
the  proceeds to repay the Company's creditors.  On November
13,1996 the Company's case under Chapter 7 was closed by  an
order  of  the  Court  and  the Trustee  in  Bankruptcy  was
discharged.  As a result of the Bankruptcy, the Company  has
no assets, liabilities, management or ongoing operations and
has  not  engaged in any business activities since  October,
1990.

Note 2. RESTORATION OF CORPORATE STATUS

On  December 26, 1996, acting in its capacity as the  holder
of  5,000  shares (0.0014%)  of the Company's common  stock,
and  without  first  receiving  the  consent,  approval   or
authorization  of  any  other  person  associated  with  the
Company, Capston Network Company effected a renewal, revival
and   restoration   of   the   Company's   certificate    of
incorporation  pursurant  to  Section  312  of  the  General
Corporation Law of Delaware.  Thereafter, Capston filed a 10-
K  for  the  years ending March 31, 1989-1996, and  a  Proxy
Statement seeking approval and ratification of its  actions,
along   with  authorization  to  seek  a  suitable  business
combination   transaction.    This   proxy   statement   was
ultimately distributed to the Company's stockholders and the
proposals therein were approved by the holders of a majority
of the Company's issued and outstanding shares.

Under the terms of the original Proxy Statement, Capston was
authorized   to   seek   a  suitable  business   combination
transaction on behalf of the Company and to submit the terms
of  any  proposed  business combination transaction  to  the
Company's stockholders for their approval.  Capston did  not
receive  and was not entitled to receive any equity interest
in the Company as a result of it's actions prior to the date
of  the Proxy Statement.  Moreover, Capston was not entitled
to  reimbursement for any expenses incurred by it  on behalf
of  the  Company except to the extent that the  terms  of  a
business   combination   transaction   provided   for    the
reimbursement  of  such  expenses.  However,  because  Sally
Fonner is both the President of WEBCOR ELECTRONICS, INC. and
Capston,  prior  Staff Accounting Bulletins  required  under
generally accepted accounting the treatment of debiting  the
expenses  with  corresponding  credit  to  paid-in  capital.
Future  expenses of Capston or others  will be treated  this
way. These expenses are actual cash expenditures and do  not
reflect  any costs associated with the operation of  Capston
nor any personnel time or cost.

Note 3. FUTURE EXPENSES

Capston will continue to extend administrative expenses to
keep WEBCOR ELECTRONICS. INC. current with its reporting
requirements, keeping the Corporation in good standing, any
required proxy solicitation or acquisition efforts.  These
amounts should not exceed $50,000 in out-of-pockets costs.
In addition, if approved, and as a result of a suitable
acquisition, additional fees paid for by issuance of equity
position  would be for: (i) Capston of 200,000 shares,
(ii)up to 9,500,000 shares for  an acquisition(s) and (iii)
up to 5% of the acquisition for a finder's fee .