WESTERN TECHNOLOGY & RESEARCH, INC.

FINANCIAL STATEMENTS

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C O N T E N T S


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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The following financial statements are 
prepared by the Company and are not audited.




<PAGE>WESTERN TECHNOLOGY & RESEARCH, INC.
(A Development Stage Company)
Balance Sheets


ASSETS


          September 30,                December 31,     
          1998                      1997            
          (Unaudited)   
CURRENT ASSETS

           Cash     $     -               $     -          

     Total Current Assets          -                    -          

    TOTAL ASSETS     $     -               $     -          


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)



CURRENT LIABILITIES

  Accounts payable                 $     -           $     -     
  Current portion of notes payable          -               -     

     Total Current Liabilities           -                 -     

STOCKHOLDERS' EQUITY (DEFICIT)

  Common stock, 50,000,000 shares 
   authorized at no par value, 500,000,
   shares issued and outstanding           93,843              93,843     
  Deficit accumulated during the 
   development stage                  (93,843     )          (93,843     )
  
     Total Stockholders' Equity (Deficit)    -                    -

     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 Nine Months Ended  Year ended         December 31, 1997
                September 30, 1998       December 31, 1997
               

SALES            $     -             $     -                $     -     

EXPENSES               -                     -               -     

NET INCOME (LOSS) FROM
 OPERATIONS           -                     -               -     

GAIN (LOSS) ON DISCONTINUED
 OPERATIONS         -                    15, 307           (93,843)

INCOME (LOSS) PRIOR TO
 INCOME TAXES       -                    15,307           (93,843)

PROVISION FOR INCOME
 TAXES        -        -            -         -               -     

NET INCOME (LOSS)
     $            -                    $ 15,307      $     (93,843)

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

NET EARNINGS (LOSS) PER 
 SHARE            $  (0.00)      $     0.03      $    ( 0.00  )      
<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 year
 ended December 31, 1997 (unaudited)
          -                    -                    15,307     

Balance, December 31, 1997 (unaudited) 
         500,000          $     93,843          $     (93,843     )
<PAGE>WESTERN TECHNOLOGY & RESEARCH, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)

                                                  From       
                                                  Inception on  
                                                  September 19, 1984
                     Years ended December 31      to December 31, 1997
                               1997     1996    

CASH FLOWS FROM
 OPERATING ACTIVITIES:

 Net income (loss)
                          $  15,307   $  33,300      $     (93,843)
 Adjustments to reconcile 
   net income to cash flows:
  Depreciation   
       -               -               -    -               36,988 
  (Gain) loss on disposal 
   of assets             -               -   -               35,779 
  Common stock issued 
   for services        -               4,000 -               56,380 
  Interest accrued on 
   note payable             -          211           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      
                                  ( 48)            143        174 

     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)
           
      
                                                  
                                                  
        
       

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     
$     -      $     -    $     4,000     $   -       $     56,380


<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, 1998
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 and 1997audited consolidated financial statements which accompanied the
last 10-KSB.  
The results of operations for 
the periods presented are not necessarily indicative 
of the operating results for the full year.