WESTERN TECHNOLOGY & RESEARCH, INC.

FINANCIAL STATEMENTS

September 30, 1997 and December 31, 1996<PAGE>






C O N T E N T S


Independent Auditors' Report3

Balance Sheets  4

Statements of Operations  5

Statements of Stockholders' Equity (Deficit)  6

Statements of Cash Flows  9

Notes to the Financial Statements  11<PAGE>
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INDEPENDENT ACCOUNTANT'S REPORT



The Board of Directors
Western Technology & Research, Inc.
Casper, Wyoming


The accompanying balance sheet of Western Technology & Research, Inc. (a 
development stage company) as of September 30, 1997 and the related statements 
of operations, stockholders' equity (deficit) and cash flows for the three 
months and nine months ended September 30, 1997 and 1996 and from inception on 
September 19, 1984 through September 30, 1997 were not audited by us and, 
accordingly, we do not express an opinion on them.  The accompanying balance 
sheet as of December 31, 1996 was audited by us and we expressed an 
unqualified opinion on it in our report dated March 24, 1997.



Jones, Jensen & Company
October 29, 1997
<PAGE>WESTERN TECHNOLOGY & RESEARCH, INC.
(A Development Stage Company)
Balance Sheets


ASSETS


          September 30,                December 31,     
          1997                      1996            
          (Unaudited)   
CURRENT ASSETS

           Cash     $     -               $     -          

     Total Current Assets          -                    -          

    TOTAL ASSETS     $     -               $     -          


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)



CURRENT LIABILITIES

  Accounts payable                 $     358           $     143     
  Current portion of notes payable          -                    16,047     

     Total Current Liabilities            358               16,190     

STOCKHOLDERS' EQUITY (DEFICIT)

  Common stock, 50,000,000 shares 
   authorized at no par value, 500,000,
   shares issued and outstanding           97,212               92,960     
  Deficit accumulated during the 
   development stage                  (97,570     )          (109,150     )
  
     Total Stockholders' Equity (Deficit)  (358     )        (16,190     )

     TOTAL LIABILITIES AND 
      STOCKHOLDERS' EQUITY 
      (DEFICIT)                        $     -               $     -     
<PAGE>WESTERN TECHNOLOGY & RESEARCH, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)

                                                  From    
                                                  Inception 
                                                  September19, 1984 to
                 For the Three Months Ended       For the Nine Months Ended
               September  30,       September 30,          September 30,
          1997       1996        1997        1996               1997     

SALES  $     -    $     -      $     -   $     -          $     -     

EXPENSES     -          -            -         -               -     

NET INCOME (LOSS) FROM
 OPERATIONS  -          -            -         -               -     

GAIN (LOSS) ON DISCONTINUED
 OPERATIONS  (283)   (411 )      11,580     33,711           (97,570)

INCOME (LOSS) PRIOR TO
 INCOME TAXES (283)  (411)       11,580     33,711           (97,570)

PROVISION FOR INCOME
 TAXES        -        -            -         -               -     

NET INCOME (LOSS)
     $     (283)   $ (411)     $  11,580   $ 33,711      $     (97,570)

WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING    
      500,000          500,000          500,000          500,000     

NET EARNINGS (LOSS) PER 
 SHARE   $  (0.00)   $  (0.00)     $     0.02      $     0.07      
<PAGE>WESTERN TECHNOLOGY & RESEARCH, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)

                                        Deficit    
                                        Accumulated
                                        During the 
               Common Stock               Development
          Shares       Amount              Stage          

Balance at inception, September 19, 1984
          -               $     -               $     -          

Net income for the period ended
 December 31, 1984          -                    -        -          

Balance, December 31, 1984     -                    -         -          

Common stock issued for cash 
 at $0.10 per share  110,400      11,040               -          

Common stock issued for cash at 
 $0.20 per share    105,000       21,000               -          

Common stock issued for debt at 
 $0.20 per share     500            100               -          

Net income for the year ended
 December 31, 1985     -                -               3,644     

Balance, December 31, 1985
                215,900               32,140            3,644     

Common stock issued for cash
 at $0.20 per share 40,000               8,000               -          

Net loss for the year ended
 December 31, 1986    -                    -            (5,461     )

Balance, December 31, 1986 
                 255,900               40,140           (1,817     )

Net loss for the year ended
 December 31, 1987    -                    -            (10,815     )

Balance, December 31, 1987
                 255,900          $     40,140     $     (12,632     )

<PAGE>WESTERN TECHNOLOGY & RESEARCH, INC.
(A Development Stage Company)
 Statements of Stockholders' Equity (Deficit) (Continued)

                                        Deficit    
                                        Accumulated
                                        During the 
               Common Stock             Development
          Shares         Amount               Stage          

Balance, December 31, 1987
          255,900          $     40,140          $     (12,632     )

Common stock issued for cash
 at $0.20 per share 
         15,000               3,000               -          

Common stock issued for property
 at $0.20 per share 
         30,000               6,000               -          

Net loss for the year ended
 December 31, 1988   -           -               (20,494     )

Balance, December 31, 1988
          300,900               49,140           (33,126     )

Net loss for the year ended
 December 31, 1989     -             -            (30,603     )

Balance, December 31, 1989
          300,900               49,140            (63,729     )

Common stock issued for cash
 at $0.20 per share  5,000       1,000               -          

Common stock issued in lieu
 of salary at $0.20 per share
          10,000               2,000               -          

Common stock issued for services
 at $0.20 per share
          160,000               32,000               -          

Commons stock issued for note
 extension at $0.20 per share
          5,000               1,000               -          

Common stock issued for debt
 at $0.20 per share 
           6,600               1,320               -          

Net loss for the year ended
 December 31, 1990   -             -          (29,601     )

Balance, December 31, 1990
          487,500          $     86,460   $     (93,330     )

<PAGE>WESTERN TECHNOLOGY & RESEARCH, INC.
(A Development Stage Company)
 Statements of Stockholders' Equity (Deficit) (Continued)
                                        Deficit    
                                        Accumulated
                                        During the 
               Common Stock             Development
          Shares       Amount                   Stage          

Balance, December 31, 1990
          487,500          $     86,460          $     (93,330     )

Net income for the year ended
 December 31, 1991   -              -                    1,504     

Balance, December 31, 1991
          487,500               86,460               (91,826     )

Net loss for the year ended
 December 31, 1992    -             -                 (3,579     )

Balance, December 31, 1992
          487,500               86,460               (95,405     )

Net loss for the year ended
 December 31, 1993   -             -                 (46,710     )

Balance, December 31, 1993
          487,500               86,460               (142,115     )

Common stock issued for cash
 payments made on behalf of 
 the Company at $0.20 per share
          12,500                 2,500               -          

Net income for the year ended
 December 31, 1994  -              -                    2,918     

Balance, December 31, 1994
          500,000               88,960               (139,197     )

Net loss for the year ended
 December 31, 1995   -              -                  (3,253     )

Balance, December 31, 1995
          500,000               88,960               (142,450     )

Services paid on the Company's
 behalf contributed to capital
          -                    4,000               -          

Net income for the year ended 
 December 31, 1996     -           -                    33,300     

Balance, December 31, 1996
          500,000               92,960               (109,150     )

Services paid on the Company's
 behalf contributed to capital (unaudited)
          -                    4,252               -          

Net income for the nine months
 ended September 30, 1997 (unaudited)
          -                    -                    11,580     

Balance, September 30, 1997 (unaudited) 
         500,000          $     97,212          $     (97,570     )
<PAGE>WESTERN TECHNOLOGY & RESEARCH, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)

                                                  From       
                                                  Inception on  
                                                  September 19, 1984
For the Three Months Ended   For the Nine Months Ended             
    September 30,      September 30,       September 30,
   1997         1996         1997     1996     1997       

CASH FLOWS FROM
 OPERATING ACTIVITIES:

 Net income (loss)
 $     (283)  $ (411)    $  11,580   $  33,711      $     (97,570)
 Adjustments to reconcile 
   net income to cash flows:
  Depreciation   
       -               -               -    -               36,988 
  (Gain) loss on disposal 
   of assets             -               -   -               35,779 
  Common stock issued 
   for services        -               4,252 -               60,632 
  Interest accrued on 
   note payable        411           -       1,233           12,720 
  Income from debt 
   release             -            (16,142) (37,654)       (64,909)
 Changes in operating assets
  and liabilities:
  (Increase) decrease in 
   accounts receivable
   and related receivables
          -        -       -               -               (9,599)
  (Increase) decrease in 
   inventory -      -           -          -               (2,745)
  (Increase) decrease in 
   other assets -    -        -             -               (105)
  Increase (decrease) in 
   accounts payable      
        283     -       310             2,710           532 

     Net Cash Provided
      (Used) by Operating 
      Activities  -      -        -        -               (28,277)

CASH FLOWS FROM 
 INVESTING ACTIVITIES:

 Purchase of fixed assets
          -               -   -               -               (63,617)
 Sale of fixed assets         
 -               -               -             -               3,300 

     Net Cash Provided 
      (Used) by Investing 
      Activities
 $     -     $     -     $     -          $  -       $     (60,317)

<PAGE>WESTERN TECHNOLOGY & RESEARCH, INC.
(A Development Stage Company)
Statements of Cash Flows (Continued)
(Unaudited)
           
                                                  From       
                                                  Inception on  
                                                  September19,1984 to
    For the Three Months Ended   For the Nine Months Ended    
  September 30,       September 30,    September 30,
     1997      1996      1997      1996        1997       

CASH FLOWS FROM
 FINANCING ACTIVITIES:

  Repayment of note 
   payable
     $   -  $     -   $     -   $   -       $     (42,390)
  Issuance of stock 
   for cash         
 -               -               -     -           36,580 
  Proceeds from note 
   payable
   -               -               -  -               94,404 

     Net Cash Provided 
      (Used) by Financing 
      Activities
  -               -               -   -               88,594 

NET INCREASE 
 (DECREASE) IN CASH
   -               -               -        -               -     

CASH AT BEGINNING 
 OF PERIOD
   -               -               -        -               -     

CASH AT END 
 OF PERIOD   
  $     -     $     -      $   -          $  -      $     -     

CASH PAID DURING 
 THE YEAR FOR:

  Interest
     $     -          $     -          $     -          $  -      $     -  
  Income taxes     
$     -          $     -          $     -          $     -          $     -  

NON CASH FINANCING 
 ACTIVITIES

  lssuance of stock 
   for services     
$     -      $     -    $     4,252     $   -       $     60,632


<PAGE>WESTERN TECHNOLOGY & RESEARCH, INC.
(A Development Stage Company)
Notes to Unaudited Financial Statements


NOTE 1 -     CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying consolidated financial statements have been prepared by the 
Company without audit.  In the opinion of management, all adjustments (which 
include only normal recurring adjustments) necessary to present fairly the 
financial position, results of operations and cash flows at September 30, 1997 
and for all periods presented have been made.

Certain information and footnote disclosures normally included in consolidated 
financial statements prepared in accordance with general accepted accounting 
principles have been condensed or omitted.  It is suggested that these 
condensed consolidated financial statements be read in conjunction with the 
financial statements and notes thereto included in the Company's December 31, 
1996 audited consolidated financial statements.  The results of operations for 
the periods ended September 30, 1997 and 1996 are not necessarily indicative 
of the operating results for the full year.