14
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                       OF THE SECURITIES EXCHANGE ACT OF 1934
For the  quarterly  period  ended  December  31, 1996 OR [ ]  TRANSITION  REPORT
PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to

Commission file number 0-20654

                         HEALTHTECH INTERNATIONAL, INC.
                Nevada                                36-3797495
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                    Identification No.)

                           1237 South Val Vista Drive
                               Mesa, Arizona 85204
                    (Address of principal executive offices)

                                  602-396-0660
              (Registrant's telephone number, including area code)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No____

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPCY
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
Act of 1934 subsequent to the  distribution of securities under a plan confirmed
by a court.
Yes____  No____

APPLICABLE ONLY TO CORPORATE ISSUERS:

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest  practicable  date: As of December 31,
1996,  Registrant  has a total of 6,845,470  common stock and 5,965,007  class A
warrants outstanding.


<PAGE>


PART I - FINANCIAL INFORMATION

ITEM I - Financial Statements

                         HEALTHTECH INTERNATIONAL, INC.
                           CONSOLDIATED BALANCE SHEETS
                                    Unaudited
                    December 31, 1996 and September 30, 1996


                                     ASSETS
                                                   12/31/96           9/30/96
Current assets:
    Cash and cash equivalents                    $    37,631       $     9,018
    Accounts receivable - net of allowance
      for doubtful accounts                        1,850,740         1,176,244
    Prepaid expenses and deposits                    438,890           133,573
                                                   ---------        ----------
        Total current assets                     $ 2,327,261       $ 1,318,835

Property, plant and equipment at cost, net 
  of accumulated depreciation of $892,179 
  and $736,527 at 12/31/96 and 9/30/96, 
  respectively                                    12,944,194        13,023,246
Land held for resale                                  60,000            60,000
Prepaid advertising expenses and barter credits    7,315,281         7,320,597
Costs in excess of net assets acquired, net of
  accumulated amortization of $45,609 and 
  $36,717 at 12/31/96 and 9/30/96, respectively    1,377,040         1,385,932
Long-term certificate of deposit                     100,000           100,000
Non-current marketable equity securities (Note 1)      -                 -
Deferred tax asset                                   243,372           336,584
Notes receivable - long-term                         750,000           750,000
Other assets, at cost, net                           155,342           219,696
                                                  ----------        ----------

        Total Assets                            $ 25,272,490      $ 24,514,890
                                               =============     =============



    The accompanying notes are an integral part of these financial statements




<PAGE>



                         HEALTHTECH INTERNATIONAL, INC.
                           CONSOLIDATED BALANCE SHEETS
                                    Unaudited
                    December 31, 1996 and September 30, 1996


                       LIABILITIES AND SHAREHOLDERS EQUITY

                                                  12/31/96           9/30/96
Current liabilities
    Current portion of notes payable and
      capitalized lease obligations               $  970,827       $ 1,130,640  
    Accounts payable trade                           939,605           769,573
    Accounts payable - related parties               350,898           259,981
    Accrued expenses - other                          58,924           135,089
    Deferred revenues                                927,551           871,755
    Other current liabilities                        802,503           429,299
                                                  ----------       -----------

        Total current liabilities                  4,050,308         3,596,337

Notes payable and capitalized lease obligations
 less current maturities                           1,613,786         2,081,707
                                                  ----------        ----------

        Total liabilities                       $  5,664,094       $ 5,678,044

Commitments and contingencies                          -                 -     

Shareholders' equity
    Series D Preferred stock, $.001 par value, 
      10,000,000 shares authorized, 21,200 
      shares issued and 19,200 shares outstanding  $      19         $      19
                                                                                
    Common Stock, $.001 par value, 500,000,000 
      shares authorized, 6,845,470 and 
      4,023,751 issued and outstanding for
        12/31/96 and 9/30/96, respectively             6,845             4,024
    Additional paid-in capital                    26,447,855        25,860,070
    Net unrealized loss on non-current 
      marketable equity securities (Note 1)         (625,000)         (625,000)
    Accumulated deficit                           (6,221,324)       (6,402,267)
                                                 ------------      ------------

        Total shareholders' equity                19,608,396        18,836,846
                                                 -----------       -----------

                                                $  25,272,490    $  24,514,890
                                               ==============   ==============




    The accompanying notes are an integral part of these financial statements


<PAGE>



                         HEALTHTECH INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                    Unaudited
                For the periods ended December 31, 1996 and 1995

                                             Quarter Ended     Quarter Ended
                                                12/31/96          12/31/95
Revenues
     Product sales, net                          $  414,957         $  356,796  
     Club revenues, net                             750,765            797,316
     Medical sales, net                             438,232              -
                                                 ----------         ----------
        Total revenues                            1,603,953          1,154,112

Operating expenses:
     Direct                                         351,896            296,175
     Selling, general and administrative            770,357          1,054,443
     Depreciation and Amortization                  159,522            138,092
                                                 ----------         ----------
        Total operating expenses                  1,281,775          1,488,710

        Gain (loss) from operations                 322,177           (334,598)

Other income (expenses):
     Interest income                                 16,875              -
     Interest expense                               (64,898)           (88,710)
                                                 -----------        -----------

        Total other income (expense)                (48,023)           (88,710)

Loss before income taxes and extraordinary items    274,154           (423,308)

Benefit (provision) for income taxes                (93,213)           143,925
                                                 -----------        -----------

Loss before extraordinary items , net of tax        180,942           (279,383)
                                                 -----------        -----------

Net income (loss)                                  $180,942          ($279,383)
                                                 ===========        ===========

Primary earnings per common share and 
 common share equivalents (Note 1):

   Income (loss) from continuing operations         $  0.04            $ (0.08)
                                                                                
Weighted average number of common
  shares outstanding                              4,982,903           3,416,664

Fully diluted earnings per common share
  and common share equivalents (Note 1):

   Income from continuing operations                $  0.03               -
                                                                                
Weighted average number of fully diluted 
  common shares outstanding                       6,902,903               -


    The accompanying notes are an integral part of these financial statements



<PAGE>




                         HEALTHTECH INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    Unaudited
                For the periods ended December 31, 1996 and 1995

                                                       12/31/96        12/31/95

Cash flows from operating activities:
  Net income (loss)                                   $ 180,942       $(279,383)
  Adjustments to reconcile net income (loss)
    to net cash provided by (used in) 
    operating activities:
      Depreciation and amortization                     159,522         138,092
      Provision for doubtful accounts                   268,594           -
      Issuance of common stock for consulting fees       55,325         159,365
      Issuance of common stock for debt settlements     500,000          64,980
      Change in operating assets and liabilities:
        Increase(decrease) in deferred tax asset        (93,212)        143,997
        (Increase)decrease in accounts receivable      (943,089)       (120,906)
        (Increase)decrease in other receivables         (51,447)        110,679
        (Increase)decrease in prepaid expense and other  (5,807)        (42,629)
        (Increase)decrease in deposits                 (245,347)        (13,891)
        Increase(decrease) in accounts payable          260,949        (151,203)
        Increase(decrease) in accrued expenses         (105,107)       (178,716)
        Increase(decrease) in other current liabilities 291,289          23,987
        Increase(decrease) in deferred revenues          55,796         (47,886)
        Increase(decrease) in advance vendor deposits   142,837           -
                                                      ----------      ----------
Net cash provided by (used in) operating activities     471,245        (193,514)

Cash flows from investing activities:
   Costs in excess of net assets acquired                 -             109,594
   Acquisition of property, plant and equipment         (53,820)       (217,544)
   Retirement of property, plant and equipment, net      13,907           - 
                                                      ----------      ----------
Net cash provided by (used in) investing activities     (39,913)       (107,950)


    The accompanying notes are an integral part of these financial statements


<PAGE>



                         HEALTHTECH INTERNATIONAL, INC.
                CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                                    Unaudited
                For the periods ended December 31, 1996 and 1995


                                                      12/31/96         12/31/95
Cash flows from financing activities:
   Retirements and payments of debt                    (28,918)         (64,980)
   Proceeds from debt                                    -              119,849
   Proceeds from related party debt                     90,917            -
   Issuance of common stock for cash                    35,282          216,250
   Issuance of common stock for settlements
     & debt payments                                  (500,000)           -
                                                     ----------      -----------
Net cash provided by (used in) financing activities   (402,719)         271,119

Net increase (decrease) in cash                         28,613          (30,346)
                                                     ----------      -----------

Cash and cash equivalents at beginning of year           9,018          372,836
                                                     ----------      -----------

Cash and cash equivalents at end of year            $   37,631        $ 342,490
                                                   ===========       ===========

Supplemental disclosure of cash flow information:
  Cash paid for:
      Interest                                       $  64,898        $  84,531
      Income tax


    The accompanying notes are an integral part of these financial statements


<PAGE>




                         HEALTHTECH INTERNATIONAL, INC.
                CONSOLIDATED STATEMENT OF CASH FLOWS (Continued)
                                    Unaudited
                For the periods ended December 31, 1996 and 1995


1996

Supplemental schedule of non-cash and financing activities:

Issuance of 55,237 shares of common stock in exchange for
  services                                                            $  55,325

Issuance of 34,500 shares of common stock in exchange for
  cash and other current assets                                       $  35,282

Issuance of 2,731,982 shares of restricted (R-144) common stock
  in settlement of debt                                                $500,000




1995

Issuance of 17,583 shares of restricted (R-144) common stock 
  and 17, 583 class A warrants in settlement of wholly owned
  subsidiary's current note payable.                                  $  64,980

Issuance of 400 shares of restricted (R-144) common stock and
  400 class A warrants in settlement of a current account payable    $    2,000




    The accompanying notes are an integral part of these financial statements










<PAGE>



                         HEALTHTECH INTERNATIONAL, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 1996 AND 1995
                           ---------------------------------------------

NOTE 1.  BUSINESS ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Organization -

HealthTech International,  Inc. (the Company), a Nevada corporation,  was formed
February 8, 1995,  for the purpose of being a holding  company for  subsidiaries
engaged in fitness,  pre-employment testing, physical therapy and rehabilitation
businesses.

Currently  HealthTech  International,  Inc. and its wholly  owned  subsidiaries;
Results Sports and Fitness,  Inc., IFM Investments,  Inc., Fitness  Performance,
Inc., Results Riverbend,  Inc. and Results Stark Street, Inc. (collectively "the
Company") develop and operate health and fitness clubs, provide medical services
through clinics within its clubs, and market and sell fitness equipment.
Per Share Information -

Primary  earnings  or loss per  common  share has been  computed  based upon the
weighted average number of common  equivalent  shares  outstanding.  Primary and
fully diluted  earnings per share have been presented  separately for the period
ended  December  31, 1996,  whereas for  December  31,  1995,  primary and fully
diluted earnings per share are the same since the Company experienced losses for
that period; dilutive common stock equivalents are excluded from the calculation
of loss per share as the effect would be antidilutive.  The number of common and
common equivalent  shares utilized in the per share  computations were 4,982,903
and 3,416,664 for December 31, 1996 and 1995, respectively.

Accounting Estimates -

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

Income Taxes  -

The Company adopted the provisions of Financial  Accounting  Standards Board No.
109 (FAS 109) effective as of October 1, 1994.  Under FAS 109,  deferred  income
taxes are recognized for the future tax consequences attributable to differences
between  the  financial  statement  carrying  amounts  of  existing  assets  and
liabilities and their respective tax bases.  Deferred tax assets and liabilities
are measured  using enacted tax rates expected to apply to taxable income in the
years in which those  temporary  differences  are  expected to be  recovered  or
settled.  The effect on deferred taxes of a change in tax rates is recognized in
income in the period that includes the enactment  date.  The  application of FAS
109 did not have a  material  effect  on the  Company's  consolidated  financial
statements.


<PAGE>



Non-current Marketable Equity Securities -

The  non-current  portfolio of  marketable  securities is stated at the lower of
aggregate  cost or market  at the  balance  sheet  date and  consists  of common
stocks.

Realized  gains or losses are determined on the specific  identification  method
and are reflected in income.  Net unrealized  losses on  non-current  marketable
securities  are recorded  directly in a separate  shareholders'  equity  account
except those unrealized losses that are deemed to be other than temporary, which
losses are reflected in income.

On December 2, 1994, the Company  acquired  5,000,000  shares of common stock of
the Equitas Group, a related party controlled by the Chairman of the Board.

Due to the restrictive  nature of these securities and  unavailability of market
quotes to determine  the present  market  value,  the Company has  reflected the
total  carrying value of $625,000 as unrealized  loss on non-current  marketable
equity securities as a separate component in shareholders' equity.

NOTE 2.   CHANGES IN SUBSIDIARIES BEING CONSOLIDATED

The consolidated  financial  statements presented for the periods ended December
31,  1995 and 1996  included  the results of  operations  of the Company and its
wholly owned  subsidiaries.  The following  indicates  which  subsidiaries  were
consolidated for the appropriate periods:

      December 31, 1995

         Subsidiaries:   Results Sports and Fitness, Inc.
                         Fitness Performance, Inc.
                         IFM Investments, Inc.


      December 31, 1996

         Subsidiaries:   Results Sports and Fitness, Inc. (Tucson, Arizona club)
                         Fitness Performance, Inc. (seller of fitness equipment)
                         IFM Investments, Inc. (Midland, Texas club)
                         Results Riverbend, Inc. (Ft. Worth, Texas club)
                         Results Stark Street, Inc. (Portland, Oregon club)

Due to a changes in consolidated  subsidiaries and their  respective  activities
for each of the periods reported,  the consolidated financial statements are not
comparable between periods.

NOTE 3.   PREPAID ADVERTISING CREDITS

The Company  acquired  deferred  advertising  and  broadcast  air-time  credits,
primarily  in  exchange  for common  stock,  from  related  parties  aggregating
$7,300,000.   The  advertising  and  broadcast  credits  were  recorded  at  net
realizable  value,  based upon the seller's  published rate cards at the date of
acquisition  or the  historical  founder's  cost as it relates to related  party
transactions, whichever was lower. These credits have expirations ranging from 5
to 10 years from date of issuance of September  29,  1995,  and January 1, 1994,
respectively.


<PAGE>



These  credits  can be traded for  various  goods and  services  and they can be
assigned,  sold or transferred.  However, they are not recognized as currency in
the United  States  although  they can be traded as such.  The  credits  will be
amortized at the time the  advertising  is utilized or the exchange for goods or
services  received  will be recorded  at the lower of fair  market  value of the
goods or services received.

Management  also  intends  to enter into joint  venture  arrangements  to market
various  products.  It is their  intention to market these products over various
television/radio  networks  by  utilizing  a portion of these air time  credits.
However, if management is not successful in implementing the above strategies to
realize the recorded  values of the credits and  impairment  of these assets are
realized,  the Company will realize a significant and material  reduction in its
overall equity.


NOTE 4.   INCENTIVE COMPENSATION PLANS

The  Company  has an  Incentive  Compensation  Plan  which  provides  awards  to
officers,  employees and consultants of the Company,  who,  individually or as a
group, contribute in a substantial degree to the success of the Company. The S-8
registration  dated June 1, 1996, allowed for the designation of 1,000,000 units
for awards  pursuant to this plan.  During the quarter ended  December 31, 1996,
the Company issued 89,737 shares for a value of $90,607.


NOTE 5.   INCOME TAXES

The net deferred tax asset consisted of the following  components as of December
31, 1996 and 1995:


                                                    1996                 1995
                                                    ----                 ----
     Deferred taxes relating to:
       Timing differences:
         Net operating loss carry forward        $ 243,372            $ 672,881

         Deferred tax liabilities                    -                    -
                                                ----------           ----------

          Net deferred asset                     $ 243,372            $ 672,881
                                                ==========           ==========

The components  giving rise to the net deferred tax asset  described  above have
been  included in the  accompanying  balance  sheets as of December 31, 1996 and
1995 are as follows:

                                                    1996                1995
                                                    ----                ----

          Deferred tax benefits                  $ 243,372            $ 672,881

Realization of deferred tax assets is dependent upon  sufficient  future taxable
income during the period that deductible  temporary  differences are expected to
be available to reduce taxable income.

Federal tax  regulations  allow a fifteen year  carry-forward  of net  operating
losses.  Accordingly the deferred tax benefits listed above are set to expire in
the year 2011.


<PAGE>




NOTE 6.   COMMITMENTS AND CONTINGENCIES

Contingent liabilities -

IFM acquisition contingency -

On June 5, 1995,  the Company  entered into a purchase  agreement for all of the
issued and  outstanding  stock of IFM,  Inc.  Pursuant to this  agreement  and a
related consulting  agreement,  the Company agreed to pay the former stockholder
of IFM a consulting fee of $10,000 per month and guaranteed  that in conjunction
with the consulting fees and sale of the stock,  after the restriction period of
24 months,  he would  realize a minimum of $900,000.  It is  estimated  that the
Company's  stock  would have to  decrease  to $1.94 per unit  before  additional
shares and/or consulting fees are due.

Notes payable stock commitment -

Under terms of the loan  agreement  refinancing  the Midland  club,  the Company
pledged, among other things, 50,000 fully paid and unrestricted shares of common
stock of  HealthTech.  If the value of these shares become less than $150,000 at
the end of any given calendar quarter,  the Company is obligated to deposit with
the bank within 10 business days,  additional fully paid and unrestricted shares
of common  stock of  HealthTech  such that the value of all shares  pledged is a
minimum of  $150,000.  During the second  quarter of fiscal  1997,  the  Company
pledged an  additional  51,351 shares to meet this  requirement  for the quarter
ended December 31, 1996. The Company is also a primary  guarantor under terms of
the note which at year end was $791,000.

Results - Stark Street, Inc. Loan -

As part of the  acquisition of the Stark Street Club, the Company assumed a loan
originated through a local bank and the Small Business Administration.  The loan
agreements contain a "due on sale" clause if the property is transferred without
prior  written  approval  of the  lending  institution.  Such  approval  was not
obtained in conjunction  with the acquisition of the club.  While the Company is
currently  in  substantial  performance  with  other  provisions  and  covenants
contained in the loan agreements,  should the lending  institution  discover the
property was transferred without approval, the remaining unpaid balance could be
accelerated  and become  immediately due and payable.  The remaining  balance at
December 31, 1996, was approximately $398,528.


NOTE 7.   SUBSEQUENT EVENTS

In January,  1997,  the Company  entered into an agreement to acquire all of the
issued and outstanding stock of Primus HealthCare  Systems,  Inc. The details of
this  acquisition  are in the  exhibits  to the  September  30, 1996 10-K of the
Company, incorporated herein by reference.


NOTE 8.  INDUSTRY SEGMENTS

The Company  classifies  its sales into three areas:  Health & Fitness  Centers,
Medical Services, and Fitness Equipment Sales.


<PAGE>



ITEM II - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL                     
          CONDITION AND RESULTS OF OPERATION


All  references to the financial  statements  presented in Item I of this report
are incorporated by this reference.  The following  discussion should be read in
conjunction therewith.

Overview

During  1996 and the first  quarter of fiscal  1997,  the  Company  grew in size
(assets and  revenues) and in the health care field (both health and fitness and
medical  operations).  The  comparability  of the results of operations  between
periods presented is limited due to the following changes in the Company:

         A. The  acquisition  of three health clubs  during  various  periods of
         fiscal  1995 B. The  acquisition  of a fourth  health  club  during the
         quarter  ended June 30,  1996 C. The  addition  of the  medical  clinic
         operations in the quarter ended December 31, 1996

During  1996,  working  capital  was  greatly  impacted  through  the payment of
$500,000 towards the retirement of debt on the Midland property.  Due to the new
long-term  financing on the  property,  these demands will not continue in 1997.
The Company  successfully  negotiated an extension of the loan on the Fort Worth
property. As a result of the terms of the extension, the Company will retire 50%
of the debt on the  property in fiscal 1997.  The Company is pursuing  long-term
financing on the property  which will provide  significant,  additional  working
capital. In addition, the Company continues to seek additional financing at more
favorable rates on its other properties.

The Company significantly  reduced the executive  compensation expense component
of corporate  overhead by converting from a cash and/or stock payments plan to a
commission-based  compensation  plan. The Company  determined the new plan was a
reasonable  management incentive that allowed the Company to retain the services
of the Chairman, CEO and President in 1996.

Based upon the foregoing and the other information disclosed in this Report, the
Company  believes  its cash flows are  sufficient  to meet its  short-term  cash
requirements.  During the past the quarter ended  December 31, 1996, the Company
has satisfied  some cash  requirements  through the issuance of the  registrants
common stock in accordance with SEC regulations.

Results of Operations

The Company  has  recognized  the  continuing  trend in the health and  wellness
industry to  alternative  outpatient  clinics away from  traditional  acute care
hospital  settings.  The  Company's  plan to  capitalize on this trend is to add
outpatient  medical  services  clinics  to the four  health  clubs  the  Company
acquired in 1995 and 1996.  The  Company  believes  the two lines of  operations
combined  in a single  facility  enhance  and  compliment  each  other's  profit
potential  more so then if each  operation  were stand  alone.  The  addition of
medical clinic  operations in the clubs beginning in the first quarter of fiscal
1997 positively impacted Company revenue.


<PAGE>


Revenues   generated  through  the  clinic  operations  in  the  clubs  will  be
significantly  reserved  based on  industry  guidelines  until the  Company  has
historical  information  with which to make  adjustments.  These  reserves  will
enable the Company to  recognize  adequate  income  from the medical  operations
without the  uncertainty of future  write-downs.  The Company has recorded gross
revenues from the operation of the clinic in Midland of  approximately  $700,000
in the first two and one half months of its operation.  The addition of clinical
facilities  in the  remaining  clubs are  expected to have  similar  results and
expected to dramatically increase the revenues of the Company.

As of the date of this report,  the Company has two clinics in operation and has
two concurrent plans for clinic expansion.  The first plan is to build and equip
five additional  clinics through the use of cash generated  strictly from clinic
operations.  The second plan is the  acquisition  of Primus and other  companies
which provide similar type services. The Company intends to continue to fund its
acquisitions through the use of Registrant's restricted common stock.



PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

Not Applicable

Item 2.  Changes in Securities

Not Applicable

Item 3.  Defaults upon Senior Securities

Not Applicable

Item 4.  Submission of Matters to a Vote of Security Holders

Not Applicable

Item 5.  Other Information

Not Applicable

Item 6.  Exhibits and Reports on Form 8-K

Not Applicable


<PAGE>



SIGNATURES

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

HEALTHTECH INTERNATIONAL, INC.


By: s/s Gordon L. Hall              Date: February 26, 1997
    -----------------------
Gordon L. Hall, Chief Executive Officer and
Chairman of the Board of Directors


By: /s/ Tim Williams                Date: February 26, 1997
    --------------------
Tim Williams, President


By: /s/ Perry Ducsh                 Date: February 26, 1997
    ---------------
Perry Dusch, Secretary