UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.


                                    FORM 10-K

[X]  ANNUAL  REPORT  PURSUANT  OT  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

         For the fiscal year ended December 31, 1996  
         Commission File No.  33-19139-NY

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934

         For the transition period from                  to                 .


                               VENTURE WORLD, LTD.
             (Exact name of Registrant as specified in its charter)

                Delaware                                   11-2936371
     (State or other jurisdiction of                      (IRS Employer
     incorporation or organization)                    Identification No.)

                          10 Exchange Place, Suite 309,
                           Salt Lake City, Utah 84111
                              (Address and zip code
                         of principal executive offices)

Registrant's telephone number, including area code: (801) 364-3500

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

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

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports,  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days. [ X ] Yes [ ] No

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

As of December  31, 1996 it is unclear as to the  aggregate  market value of the
voting stock held by non-affiliates of the Registrant. This is due to the low or
almost non-existing trading of the Registrant's Securities.

As of December  31, 1996 the number of shares  outstanding  of the  Registrant's
Common Stock was 50,000,000.

Documents incorporated by reference:  The information required by Part I - Items
1 and 2 and  Part  III  is  incorporated  by  reference  from  the  Registrant's
Prospectus  dated November 2, 1988 which is part of the  Registration  Statement
under file No. 33-19139-NY.

                                        1

<PAGE>



------------------------------------------------------------------------------


                                     PART I

------------------------------------------------------------------------------


Item 1. Business.

The  Registrant  was formed in May,  1987 to seek,  investigate  and  acquire an
interest  in  business   opportunities.   In  March,  1989  it  raised  $250,000
(approximately   $185,000  net  after  expenses  and   commissions)   through  a
"blind-pool"  offering.  The information set forth under "Proposed  Business" in
the Registrant's  Prospectus  dated November 21, 1988 is herein  incorporated by
reference.

On March 4,  1996,  Exchange  Place  Capital  Partners,  exercised  an option to
purchase 28,550,000 shares of Venture World LTD, Inc. for $30,000. This was paid
directly to Alan  Weisberger (of New Jersey) and Moshe Milstein (of New York) in
full.

The new Board of Directors was appointed by Alan  Weisberger and Moshe Milstein,
and was approved by Exchange Place Capital Partners.

The  Registrant  is  seeking  a  business   opportunity  but  to  date  has  not
participated in any business opportunities.

Item 2. Properties.

The Company  operates out of the office of Exchange Capital Partners and pays no
rent or expenses.

Item 3. Legal Proceedings.

None

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

None - not applicable

-------------------------------------------------------------------------------


                                     PART II

-------------------------------------------------------------------------------


Item 5. Market  price for  Registrant's  Common  Equity and Related  Stockholder
        Matters.

During the year  ended  December  31,  1996  there  appeared  to be little or no
trading in the stock of the Company.

As of February 7, 1996, the Company had 64  shareholders  of record and believes
that it had approximately 250 beneficial owners.

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


                                        2

<PAGE>



Item 6.

                               VENTURE WORLD, LTD.
                             EXPECTED FINANCIAL DATA

                                                      December 31,
Summary Balance Sheet                           1996               1995
                                            --------------    -------------

Total assets                                $            0    $         211

Total stockholders' equity                  $       (1,300)   $      (5,689)


                                                 Year ended December 31,
Summary of Statement of Operations                 1996            1995
                                            ---------------    -------------

Total revenues                              $             2    $           2

Net loss                                    $        (1,961)   $      (2,561)

Loss per common share                       $       (.00004)   $     (.00005)

Item 7.

                               VENTURE WORLD, LTD.
                          (A Development Stage Company)

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

Financial Condition

Total  stockholders'  equity increased $4,389 from $(5,689) at December 31, 1995
to $(1,300) at December 31, 1996. The increase was, principally,  due to capital
contributions.

Results of Operations

The Company  sustained  losses of $1,961 and $2,561 for the years ended December
31,1996 and  December 31, 1995  respectively.  Revenues of $2 and $2 for the two
periods  represented  interest  earned on temporary cash  investments and loans.
Expenses of $1,963 and $2,563 for the periods  consisted of  professional  fees,
depreciation,  and other administrative  expenses incurred while the Company was
seeking out business ventures which in the opinion of management,  could provide
a profit to the Company.


                                        3

<PAGE>



Item 8. Financial Statements and Supplementary Data.

The financial  statements and the schedules listed in Item 14 are filed with and
as part of this report.

Item 9. Disagreements on Accounting and Financial Disclosures.

Not Applicable.

-------------------------------------------------------------------------------


                                    PART III

-------------------------------------------------------------------------------


The  information  required  by Items 10,  11, 12, and 13 of this Part III is set
forth under the captions "Management",  "Principal Shareholders'",  and "Certain
Transactions"   in  the  Prospectus  dated  November  21,  1988  and  is  herein
incorporated by reference.

-------------------------------------------------------------------------------


                                     PART IV

-------------------------------------------------------------------------------


Item 14. Financial  Statements,  Financial Statement  Schedules,  Exhibits,  and
         Reports on Form 8-K.

     A.   Financial  Statements,  Financial  Statement  Schedules,  and Exhibits
          filed.

          1.   Financial Statements filed with this Form 10-K include:

               a.   Balance Sheets as of December 31, 1996 and 1995.
               b.   Statements  of Operations  for the years ended  December 31,
                    1996 and December 31, 1995.
               c.   Statement of Stockholders' Equity for this period.
               d.   Statement  of Cash Flows for the years  ended  December  31,
                    1996 and December 31, 1995.
               e.   Statement of Operations for the period.
               f.   Statement of Cash Flows for the period.

     B.   The  Registrant  filed no current  reports on Form 8-K during the last
          quarter of the fiscal year ended December 31, 1996.

     C.   Exhibits

          1.   Certificate  of  Incorporation   (Incorporated  by  reference  to
               Registration Statement No. 33-19139- NY.)

          2.   By-laws (Incorporated by reference to Registration  Statement No.
               33-19139-NY.)  Supplemental  Information  to  be  furnished  with
               reports Pursuant to Section 15(d).

          3.   (27) Financial Data Schedule

     D.   No annual reports or proxy material has been sent to security holders.
          Copies of any such report or proxy  material so  furnished to security
          holders  subsequent  to the filing of the  annual  report on this form
          will be furnished to the Commission when sent to security holders.

                                        4

<PAGE>




                                   SIGNATURES

Pursuant to the  requirements  of Section 12 of the  Securities  Exchange Act of
1934, the Registrant has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                            Venture World, Ltd.

                                            By:   Mike Labertew

                                            /s/   Mike Labertew

Dated:     April 15, 1997

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

SIGNATURE                         TITLE                                                DATE
<S>                              <C>                                                   <C>
/s/ Mike Labertew                 President and Director
                                  (Principal Executive Officer)                        April 15, 1997

/s/ Lisa Valario                  Vice President, Treasurer and Director
                                  (Principal Financial and Financial Officer)          April 15, 1997

</TABLE>


                                        5

<PAGE>



-------------------------------------------------------------------------------


                          INDEX TO FINANCIAL STATEMENTS

-------------------------------------------------------------------------------

<TABLE>
<CAPTION>

<S>                                                                                                          <C>
Report of Independent Certified Public Accountant............................................................F-1

Financial Statements:

     Balance Sheets - December 31, 1996 and December 31, 1995................................................F-2

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

     Statement of Stockholders' Equity - For the period from (inception) May 6, 1987
         to December 31, 1996................................................................................F-4

     Statement of Cash Flows - For the years ended December 31, 1996 and
         December 31, 1995...................................................................................F-5

     Statements of Operations - For the period from (inception) May 6, 1987
         to December 31, 1996................................................................................F-6

     Statements of Cash Flows - For the period from (inception) May 6, 1987
         to December 31, 1996................................................................................F-7

     Notes to Financial Statements...........................................................................F-8
</TABLE>





                                        6

<PAGE>



JOHN SVARC                                   1064 FIFTY-FITH STREET
CERTIFIED PUBLIC ACCOUNTANT                BROOKLYN, NEW YORK 11219
                                                     (718) 851-8617
                                           Facsimile (718) 851-8619





                          INDEPENDENT AUDITOR'S REPORT


To the
Board of Directors and Stockholders
 of Venture World, Ltd.

I have  audited  the  accompanying  balance  sheets of Venture  World,  Ltd.  (a
development  stage  company)  as of  December  31, 1996 and 1995 and the related
statements of operations,  changes in stockholders'  equity,  and cash flows for
the years then ended.  These financial  statements are the responsibility of the
company's  management.  My  responsibility  is to  express  an  opinion on these
financial statements based on my audit.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Venture World, Ltd. at December 31,
1996 and 1995,  and the results of its  operations  and cash flows for the years
then ended in conformity with generally accepted accounting principles.






                                           /s/ John Svarc
                                  Certified Public Accountant


April 4, 1997

                                       F-1

<PAGE>




                               VENTURE WORLD, LTD.
                          (A Development Stage Company)



                                 BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                     December 31,             December 31,
                                                                                        1996                     1995
                                                                                    --------------          ---------------
ASSETS

CURRENT ASSETS:

<S>                                                                                 <C>                     <C>            
Cash                                                                                $            0          $            77

OFFICE EQUIPMENT, net of accumulated depreciation of $4,495 and $4,361 (Note 1)                  0                      134
                                                                                    --------------          ---------------

                                                                   TOTAL ASSETS     $            0          $           211
                                                                                    ==============          ===============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

Accrued expenses                                                                    $        1,300          $         5,900
                                                                                    --------------          ---------------
STOCKHOLDERS' EQUITY:

Common Stock, $.0001 par value
     300,000,000 shares authorized
     50,000,000 shares issued and outstanding                                                5,000                    5,000
Paid-in capital                                                                            214,843                  208,493
Deficit accumulated during the development stage                                          (221,143)                (219,182)
                                                                                    --------------          ---------------

                                                     Total Stockholders' equity             (1,300)                  (5,689)
                                                                                    --------------          ---------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                          $            0          $           211
                                                                                    ==============          ===============

</TABLE>

                                       F-2
See accompanying notes to financial statements.



<PAGE>



                               VENTURE WORLD, LTD.
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                            Year ended            Year ended
                                                                                           December 31,       December 31,
                                                                                               1996                  1995
                                                                                        ------------------    ------------------
REVENUES:
<S>                                                                                     <C>                   <C>               
     Interest income                                                                    $                2    $                2
                                                                                        ------------------    ------------------

EXPENSES:
     Professional fees                                                                               1,500                 1,771
     Depreciation and amortization (Note 1)                                                            134                   642
     Other                                                                                             329                   150
                                                                                        ------------------    ------------------

Total                                                                                                1,963                 2,563
                                                                                        ------------------    ------------------

NET LOSS                                                                                $           (1,961)   $            2,561)
                                                                                        ==================    ==================

LOSS PER COMMON SHARE                                                                   $          (.00004)   $          (.00005)

WEIGHTED AVERAGE NUMBER OF SHARES                                                               50,000,000            50,000,000
                                                                                        ==================    ==================
</TABLE>


                                       F-3
See accompanying notes to financial statements.



<PAGE>



                               VENTURE WORLD, LTD.
                          (A Development Stage Company)

                STATEMENT OF STOCKHOLDERS' EQUITY FOR THE PERIOD
                  MAY 6, 1987 (INCEPTION) TO DECEMBER 31, 1996

<TABLE>
<CAPTION>
                                              Common                                                              Accumulated
                                               Stock                                                            Deficit during
                                             Purchase        Common              Par            Paid-in           Development
                                             Warrants        Shares             Value           Capital              Stage
                                          -------------   -------------  -----------------   -------------  ----------------------
<S>                                       <C>                <C>         <C>                 <C>            <C>                   
Shares issued to officers and others                         37,500,000  $           3,750   $      24,145  $                    0
Public offering 25,000 units at
   $10.00 per unit (Note 2)                  12,500,000      12,500,000              1,250         248,750
Offering costs                                                                                     (64,402)
Net (loss) for May 6, 1987 to
   December 31, 1990                                                                                                       (72,877)
                                          -------------   -------------  -----------------   -------------  ----------------------
Balance, December 31, 1990                   12,500,000      50,000,000              5,000         208,493

Net (loss) year ended
   December 31, 1991                                                                                                       (56,562)
                                          -------------   -------------  -----------------   -------------  ----------------------
Balance December 31, 1991                    12,500,000      50,000,000              5,000         208,493                (129,439)

Net (loss) year ended
   December 31, 1992                                                                                                       (56,408)
                                          -------------   -------------  -----------------   -------------  ----------------------
Balance December 31, 1992                    12,500,000      50,000,000              5,000         208,493                (185,847)

Net (loss) year ended
   December 31, 1993                                                                                                       (28,329)
                                          -------------   -------------  -----------------   -------------  ----------------------
Balance December 31, 1993                    12,500,000      50,000,000              5,000         208,493                (214,176)

Net (loss) year ended
   December 31, 1994                                                                                                        (2,445)
                                          -------------   -------------  -----------------   -------------  ----------------------
Balance December 31, 1994                    12,500,000      50,000,000              5,000         208,493                (216,621)

Net (loss) year ended
   December 31, 1995                                                                                                        (2,561)
                                          -------------   -------------  -----------------   -------------  ----------------------
Balance December 31, 1995                    12,500,000      50,000,000              5,000         208,493                (219,182)

Warrants expired (Note 2)                   (12,500,000)
Capital contributions                                                                                6,350

Net (loss) for year ended
   December 31, 1996                                                                                                        (1,961)
                                          -------------   -------------  -----------------   -------------  ----------------------

Balance December 31, 1996                             0      50,000,000  $           5,000   $     214,843  $             (221,143)
                                          =============   =============  =================   =============  ======================
</TABLE>


                                       F-4
See accompanying notes to financial statements.



<PAGE>



                               VENTURE WORLD, LTD
                          (A Development Stage Company)

                             STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                            Year ended            Year ended
                                                                                           December 31,       December 31,
                                                                                               1996                  1995
                                                                                        ------------------    ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                                                     <C>                   <C>                
Net (loss)                                                                              $           (1,961)   $           (2,561)
Adjustments to reconcile net income to net cash provided by
   operating activities:
     Depreciation and amortization                                                                     134                   642
     (Decrease) increase in accounts payable and accrued expenses                                   (4,600)                1,350
                                                                                        ------------------    ------------------

Total                                                                                               (6,427)                 (569)
                                                                                        -------------------   ------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease in notes receivable - officers                                                                  0                   571
                                                                                        ------------------    ------------------

Total                                                                                                    0                   571
                                                                                        ------------------    ------------------

CASH FLOWS FROM FINANCE ACTIVITIES:

Paid-in capital contributions                                                                        6,350                     0
                                                                                        ------------------    ------------------

Total                                                                                                6,350                     0
                                                                                        ------------------    ------------------

NET INCREASE (DECREASE) IN CASH                                                                        (77)                    2

CASH - beginning of period                                                                              77                    75
                                                                                        ------------------    ------------------

CASH - end of period                                                                    $                0    $               77
                                                                                        ==================    ==================
</TABLE>





                                       F-5
See accompanying notes to financial statements.



<PAGE>



                               VENTURE WORLD, LTD
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS
           FOR THE PERIOD MAY 6, 1987 (INCEPTION) TO DECEMBER 31, 1996


<TABLE>
<CAPTION>

REVENUES:
<S>                                                                                     <C>               
   Interest income (Note 3)                                                             $           42,392
                                                                                        ------------------

EXPENSES:
   Consulting fees (Note 3)                                                                        133,247
   Secretarial services                                                                             13,141
   Rent and leasing expense (Note 5)                                                                44,812
   Telephone                                                                                        15,127
   Professional fees                                                                                19,341
   Depreciation and amortization (Note 1)                                                            5,430
   Underwriter's fees                                                                               10,000
   Other                                                                                            22,437
                                                                                        ------------------

Total                                                                                              263,535

NET LOSS - deficit accumulated during the development stage                             $         (221,143)
                                                                                        ==================

LOSS PER COMMON SHARE                                                                   $           (.0044)

WEIGHTED AVERAGE NUMBER OF SHARES                                                               50,000,000
                                                                                        ==================
</TABLE>




                                       F-6
See accompanying notes to financial statements.



<PAGE>



                               VENTURE WORLD, LTD
                          (A Development Stage Company)

                             STATEMENT OF CASH FLOWS
           FOR THE PERIOD MAY 6, 1987 (INCEPTION) TO DECEMBER 31, 1996

<TABLE>
<CAPTION>

CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                                                     <C>                
Net (loss) - deficit accumulated during the development stage                           $         (221,143)
Adjustments to reconcile net income (loss) to net cash
   provided by operating activities:
     Depreciation and amortization                                                                   5,195
     Increase in accounts payable and accrued expenses                                               1,300
     Increase in orgainzation costs                                                                   (700)
                                                                                        ------------------

Total                                                                                             (215,348)

CASH FLOWS FROM INVESTING ACTIVITIES:

Payment for purchase of equipment                                                                   (4,495)

Total                                                                                               (4,495)

CASH FLOWS FROM FINANCING ACTIVITIES:

Paid-in capital contributions                                                                        6,350
Proceeds from initial issue of stock                                                                27,895
Proceeds from public offering of 25,000 units of stock and warrants                                250,000
Less: public offering costs                                                                        (64,402)
                                                                                        ------------------

Total                                                                                              219,843

NET INCREASE IN CASH                                                                                     0

Cash - beginning of period                                                                               0
                                                                                        ------------------

Cash - end of period                                                                    $                0
                                                                                        ==================
</TABLE>




                                       F-7
See accompanying notes to financial statements.



<PAGE>



                               VENTURE WORLD, LTD.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS



l.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

   Venture  World,  Ltd. (the  Company) is  considered to be in the  development
stage as defined in Statement of Financial  Accounting  Standards No. 7, and was
incorporated   on  May  6,  1987  for  the  purpose  of  seeking  out   business
opportunities,  including  acquisitions  that the  Board of  Directors  in their
discretion,  believe to be good opportunities.  Since inception, the Company has
been primarily engaged in the procurement of capital,  and has been pursuing its
objective of seeking business opportunities.  There can be no assurance that the
Company will be able to acquire a favorable  business  opportunity.  Even if the
Company becomes engaged in a new business opportunity, there can be no assurance
that the Company will be able to generate revenues or profits therefrom.

   Office   equipment   is  stated  at  cost  less   accumulated   depreciation.
Depreciation is provided on a straight-line basis over periods of five and seven
years. Fully depreciated  equipment is written off.  Maintenance and repairs are
charged to expense as incurred.

   Organization  costs relating to the costs of incorporation are amortized on a
straight line basis over five years.

   Loss per  share is  computed  using  the  weighted  average  number of shares
outstanding.

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

2.  INITIAL PUBLIC OFFERING:

   On March 31, 1989 the Company  completed a public offering of 25,000 units at
$10.00 per unit or $250,000  total.  Each unit consisted of 500 shares of common
stock,  par value $.0001 per share,  and 500 common stock purchase  warrants per
class  (Classes A, B, and C) that  provided for the  purchase of one  additional
share of common stock per warrant that were exercisable as follows:

                       Price                           Description
Class A         $              .04         Exercisable to December 31, 1995
Class B         $               06         Exercisable to December 31, 1995
Class C         $              .07         Exercisable to December 31, 1995

           No warrants were exercised.

                                       F-8

<PAGE>


                               VENTURE WORLD, LTD.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                   (continued)


3.  RELATED PARTY AND OTHER TRANSACTIONS:

   a. Loans receivable - officers represented net advances by the Company to its
President and  Vice-President  and included interest at a rate of 9% a year. The
Vice-President assumed a loan outstanding from an unrelated party (see below).

   Loans  receivable  - other  consisted  of  loans  made by the  Company  to an
unrelated party and included  interest at a rate of 10% a year.  Another loan to
an unrelated party at the same interest rate which totalled $9,971 at January 1,
1991 was assumed by the Vice-President (see above).

     b. In January,  1991, the Board of Directors  resolved to incur  consulting
fees to September 30, 1993 as follows:

     The President  and Vice  President of the company - $15,600 a year each and
     an unrelated investment banking firm (see above) - $450 a week.

   c.  The Company paid office rent to its President in 1991 (see Note 5).

4.  STOCK OPTION PLAN:

   The Company has adopted an incentive stock option plan under which options to
purchase a total of  7,500,000  shares of common  stock may be  issued.  Options
issued  under the plan can be granted at  exercise  prices  equal to 100% of the
fair market  value of the common  stock on the date of grant.  At  December  31,
1990,  7,500,000  shares of common stock have been  reserved  for issuance  upon
exercise of options under the plan and no options have been granted.

5.  LEASES:

   a. At the beginning of 1991, the Company  relocated its offices to New Jersey
where it rented  space under an oral lease with its  President  at $250 a month.
The lease ended in October, 1991.

   b. The Company leased an automobile for approximately $430.00 a month under a
4 year lease  agreement  which began in May 1989. The agreement also included an
initial  lease  prepayment  of $2,806 which was  reflected as "Deferred  leasing
expense", net of amortization over the 4 year lease period.


                                       F-9

<PAGE>


                               VENTURE WORLD, LTD.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                   (continued)

6.  CONFLICTS OF INTEREST:

   Certain  conflicts  of interest  may arise when the Company  finds a business
opportunity  due to the fact that the  officers  and  directors  each have other
business  interests  that may also wish to invest in that business  opportunity.
There are no assurances  that such  conflicts  will be resolved in the Company's
favor.

                                      F-10

<PAGE>