SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                  FORM 10-KSB
 X ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE  SECURITIES EXCHANGE ACT OF
                                     1934

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
                                      or
         TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                             EXCHANGE ACT OF 1934

                        Commission File Number 0-11345
                              FANATICS ONLY, INC.
                (Name of small business issuer in its charter)

     COLORADO                                     84-0904681
(State or other jurisdiction of                (I.R.S. Employer
 incorporation or organization)                 Identification
                                                    Number)

     7500 WEST MISSISSIPPI AVENUE, SUITE E-122
              LAKEWOOD, COLORADO                              80226
     (Address of principal executive offices)              (Zip code)

                                (303) 768-9980
               (Issuer's telephone number, including area code)

          SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
                                    (None)

          SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                        Common Stock, without par value
                        -------------------------------
                                Title of Class

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 [ ] No [x]

Check  if  no  disclosure  of  delinquent  filers  in  response to Item 405 of
Regulation  S-B is contained in this form and no disclosure will be continued,
to  the  best  of  registrant's  knowledge, in definitive proxy or information
statements  incorporated  by  reference in Part III of this Form 10-KSB or any
amendment  to  the  Form  10-KSB.  [  ]

The  issuer's  revenues  for  its  most  recent  fiscal  year  were  $468,882

As  of  November  30, 1997 Registrant had 4,863,176 shares of its no par value
Common Stock outstanding.  The aggregate market value of the common stock held
by  non-affiliates  as  of  such date is incalculable in view of the lack of a
current  market  for  the  Company.


<PAGE>
     TABLE  OF  CONTENTS  AND  CROSS  REFERENCE  SHEET
     -------------------------------------------------


PART  I
-------

Item  1                    Description  of  Business

Item  2                    Description  of  Property

Item  3                    Legal  Proceedings

Item  4                    Submission of Matters to a Vote of Security Holders

PART  II
--------

Item  5                     Market for Common Equity and Related Stockholder 
                            Matters

Item  6                     Management's Discussion and Analysis of Financial 
                            Condition and  Results  of  Operations

Item  7                     Financial  Statements

Item  8                     Changes in and Disagreements with Accountants on 
                            Accounting and  Financial  Disclosure

PART  III
---------

Item  9                     Directors, Executive Officers, Promoters and Control
                            Persons; Compliance  with  Section  16(a)  of  the
                            Exchange  Act.

Item  10                    Executive  Compensation.

Item  11                    Security Ownership of Certain Beneficial Owners and
                            Management.

Item  12                    Certain  Relationships  and  Related Transactions.

Item  13                    Exhibits  and  Reports  on  Form  8-K

<PAGE>


     PART  I

ITEM  1  -  BUSINESS
--------------------

     Fanatics  Only,  Inc.,  a  Colorado  corporation  (the  "Company")  was
originally  formed  to  provide  interactive  fantasy  sports  games ("Fantasy
Games")  to  sports fans who would pay $99.95, per sport season, to compete as
owners  of  their  own  assembled  sports  franchises.   The Company designed,
developed  and  operated  these  pay-to-play  Fantasy  Games  in  which  the
participants  select  or  "draft" a team of players from the active rosters of
professional  teams  in  a particular sport.  Participants score points as the
players  they  have  selected  (assembled)  perform certain feats in real life
professional  games  during  the  sport's  season.    These  Fantasy Games are
operated  as  sweepstakes,  with  prizes  awarded  periodically throughout the
sport's  season  based  on  a participant's team's performance relative to the
performance  of  other  participant's teams.  The Company plans to continue to
operate  Fantasy Games and sell related merchandise, but no longer markets the
Fantasy  Games  to  the  public  on  a  pay  to  pay  basis.

     After  reviewing  its  first  twelve  months  of operations and assessing
market  surveys  and  marketing miscalculations, the Company, after consulting
with  industry  experts,  such  as  Integrated  Sports  International (see ISI
description), revised its business plan and shifted its focus to that of third
party game operation contracts and sports marketing.  The Company will utilize
its Fantasy Game concept and game operation expertise to provide turn-key game
operation  contracts  for  third parties as well as sweepstakes and promotions
for  large corporate sponsors, professional sports teams and other third party
entities,  while  attempting  to  build a large, and demographically specific,
database  to  which  the  Company may market a variety of related products and
services.

     The  Company  expects  to  generate  revenue  through  three main revenue
centers:

1.          Game  operations  contracts  to  run  third  party  Fantasy  Games
2.          Mass-market,  free  entry,  sponsor-driven  Fantasy  Games
3.          Retail  clothing/licensed  apparel  sales


Game  operations  contracts  to  run  third  party  Fantasy  Games:

     The  Company, through its strategic partnership with MCI, has developed a
state-of-the-art, fully automated game operating system, utilizing proprietary
technology, which is accessible via touch tone phone or via the Internet.  The
Company  believes  this  system  to  be  the  premier,  industry-leading, game
operations  system  in  the Fantasy Game market.  As a result, the Company has
been  selected  by  The  Sporting  News,  a division of Times Mirror and Times
Mirror  Magazines and the largest marketer of pay-to-play fantasy games in the
country,  to  provide  turn-key game operations for all of their "The Sporting
News  Fantasy  Challenges."    The  Company will provide turn-key Fantasy Game
operations  including  game  design,  development,  operation  and  support,
including  live  operator  customer support 24 hours a day, 7 days a week, for
The  Sporting  News.

     The  Company  has  received  requests  for  bids to provide turn-key game
operations  from  several  other  groups  including  professional  sports
leagues/associations,  large  publishing  (magazine  and newspaper) companies,
current  Fantasy  Game  providers and  a group interested in marketing Fantasy
Games  in  Indian  Casinos  across the United States.  Some of these potential
contracts,  and  particularly  the  agreement with The Sporting News, call for
multi-million  dollar annual operation fees to the Company which could provide
significant  profit  potential.

     To  better  service the Sporting News Contract, and to help attract other
potential third party service contracts, the Company has improved, refined and
technologically  updated  its  proprietary automated VRU phone system which it
co-designed  and developed with MCI.  This system, called C.O.A.C.H. (Computer
Operated  Automated  Caller  Hotline),  is  a  state-of-the-art  system  for
interactive, telephone accessed, game play and transactions.  In addition, the
Company  has  acquired,  equipped  and  is currently staffing a 24 hour a day,
seven  day  a  week  call center which will have sixty "sports commissioners".
Along with servicing the Sporting News, the call center will allow the Company
to  attract  other third party contracts to run sports-related sweepstakes and
promotions  as  well  as  to  handle  contracts  for  inbound  and  outbound
telemarketing  for  sports-related  products  and  services.


<PAGE>

Mass-market,  Free-entry,  Sponsor-driven  games:

     The Company has developed a unique mass-market, free-entry, ballot-driven
version of traditional Fantasy Games which the company will market in two ways
(see  Fantasy  Games  description  for  details).   The first is as a turn-key
retail sweepstakes or promotion for large corporate sponsors whereby consumers
can  visit  grocery stores, liquor stores, bars, fast-food restaurants, etcand
sign  up  for  the  "some  sponsor"  Fantasy Sports Challenge.  While no major
sponsors  have  yet  been  signed  by  the  Company,  Management  has  made
presentations  to  several large potential corporate sponsors and is currently
in  negotiations  with  several  of  these  sponsors,  including  a major beer
company.   The second method of distribution and marketing of these free-entry
games,  which  was  developed  through  a  joint  venture with American Sports
Concepts  (see  Win  America  Promotions  description),  is  "at-venue"  or
"at-stadium"  games.    In  these games, fans receive a free-entry ballot upon
paid  admission to the ballpark, stadium or race track and compete in a weekly
game  for  a  chance  at  cash  or  merchandise prizes.  To date, the Company,
through  its  WIN  America  Promotions  ("WIN")  joint  venture,    has signed
contracts  with the San Francisco Giants (Major League Baseball) and ran these
"at-venue"  games for eight Giants home games during the 1997 season, and with
several  horse  racing courses, including Calder, Belmont, Saratoga, Hollywood
Park  and  Golden  Gate  Field  (Horse Racing) to run these games at the track
during  1998. Though no other team, sport or tracks have signed contracts with
WIN,  Management  of  WIN  has made several presentations and received a great
deal  of  interest  from  a number of other professional sports franchises and
horse  racing  venues.    WIN has signed, however, one sponsor, a high-profile
national  fitness  chain,  for its free-entry Fantasy Baseball as well as with
three  additional  sponsors,  and  appears close to signing several additional
sponsors.

     These  mass-market, free-entry games whether run by the Company for large
corporate  sponsors  or  by WIN for at venue promotions, will generate revenue
from two sources.  The first is through management or game operation fees paid
to  the  Company  and/or  WIN  by the sponsor or team, usually on a per-ballot
(participation)  basis,  whereby  the Company and/or WIN would receive $1.00 -
$1.50  for each ballot submitted in the contest as well as a substantial fixed
fee  for general game operation and management.  The second, and what both the
Company  and  WIN  believe  will  be  far  more significant source, is through
marketing  of  a  variety  of products and services, via the Company and WIN's
"bounce-back"  mailers  (see  Fantasy Games for description), to the resulting
database that is generated from these games.  The Company and/or Win may offer
up-sells  to  pay-to-play  Fantasy  Games,  collectors calling cards, licensed
apparel,  collectibles  and  memorabilia, newsletters and other sports related
products  and  services, all in the direct mail "bounce-back" envelope sent to
all  free-entry  game participants.  Both the Company and WIN believe that the
broad  nature and mass market appeal of the free-entry, sponsor-driven Fantasy
Game  concept  should  lead  to wide-spread national participation which could
result  in  a  database  of millions of sports-minded participants.  Effective
marketing  of  related  products and services to a database of that size could
lead  to  the  long-term  success  of  the  Company  and  WIN.


Retail  Clothing/Licensed  Apparel  sales:

     The  Company  plans  to launch a direct mail catalog business which would
sell  licensed  sports  apparel  at  discount prices through its "bounce-back"
mailers  discussed  in the mass-market, free-entry games referenced above.  As
presently  contemplated, this direct mail catalog business would sell licensed
sports  apparel  from the NFL, MLB, NHL, NBA, Golf and NASCAR, as well as from
one  hundred  of the top universities in the U.S. and a limited line under the
"Fanatics  Only"  brand name and logo, all at 20% - 70% off of standard retail
pricing.

     The  three  revenue  centers  outlined  above  would,  if  successfully
implemented,  provide  the Company with a diversified product mix and multiple
sources  of revenue, while maintaining a consistent, inter-related and focused
business  strategy.

Business  Strategy:

     The  Company's  focus in its revised business plan includes the following
strategies:

     Become  the  dominant  and  most  recognized player in Fantasy Game
operations  and  management  through our relationships with corporate sponsors
and  strategic  business  partners  (e.g.  MCI,  ISI,  STATS,  Inc.,  etc.)

     Become the dominant and premier operator of Fantasy Games, providing
contract  game  operations  for  large,  high-profile  third  party  entities,
including professional sports leagues, major media companies and for corporate
sponsors

     Develop,  market  and  operate  a  unique  mass-market, free-entry,
sponsorship-driven  version  of  Fantasy  Games  which  will be made available
through  retail  and/or  on-premise  promotions  run by the Company as well as
through  "at-venue"  or "at-stadium" promotions which will be operated by WIN.

     Obtain substantial, nationally-known and recognized sponsors for its
mass  market  games

     Create  a  substantial  database  (from  the  potential millions of
sports-minded  fans  who  the Company hopes will participate in its free-entry
games)  to  which the Company will market sports related merchandise and other
related  products  and  services

     Obtain revenues from third parties for mailers, inserts, coupons and
other  offers placed in our "bounce-back" mailers to Fantasy Game participants

     Develop and grow catalog business of licensed apparel, collectibles,
etc.  mailed  to  all  game  participants

     Engage  in the structured distribution of the Company's database of
participants  (i.e.  "database  leasing")

     Pursue expansion opportunities such as the Company's proposed Indian
Casino  Fantasy  Games.

     The  Company  maintains  its  corporate  offices at 7500 West Mississippi
Avenue,  Suite  E-122, Lakewood, Colorado 80226 and has a west coast office at
4400  MacArthur  Blvd.,  Suite  500,  Newport  Beach,  CA  92660.

FANTASY  GAMES

     The  Company  develops  and  operates  fantasy  sports  games and related
merchandise, and as part of the marketing strategy of these games, the Company
promotes  and  operates national and regional interactive fantasy sports games
("Fantasy  Games").  The Company has initially focused its efforts on Baseball
and Football games, but will additionally include Basketball, Hockey, Golf and
NASCAR Fantasy Games.  In a Fantasy Game, the participants select or "draft" a
team  of players from the active rosters of major league teams in a particular
sport.   Participants score points when the players they have selected perform
certain feats in real life games during the sport's season.  To better service
the  Sporting  News  Contract, and to help attract other potential third party
service  contracts,  the  Company  has  improved,  refined and technologically
updated  its  proprietary  automated VRU phone system which it co-designed and
developed  with  MCI.    This  system,  called  C.O.A.C.H.  (Computer Operated
Automated  Caller  Hotline),  is  a  state-of-the-art  system for interactive,
telephone  accessed, game play and transactions.  In addition, the Company has
acquired, equipped and is currently staffing a 24 hour a day, seven day a week
call  center  which  will  have  sixty  "sports  commissioners".    Along with
servicing the Sporting News, the call center will allow the Company to attract
other  third  party contracts to run sports-related sweepstakes and promotions
as  well  as  to  handle  contracts for inbound and outbound telemarketing for
sports-related  products  and  services.

     While  the  Company's primary business focus will be to run full-service,
transactional  Fantasy  Games  on  a  contract basis for The Sporting News and
other  companies, the Company will also focus on the development and marketing
of sponsorship-driven, mass market games which will be run in conjunction with
large  national  corporate  sponsorship.    As currently proposed, for each of
these  games the sponsor would provide all media/advertising cost and efforts,
as  well as a majority of the prize pool.  The sponsor would also pay Fanatics
Only  a  management  fee  (with  a moderate built in profit) to run the games.

     Corporate  America knows the value of marketing through sports.  Millions
of dollars a year are spent on sports related marketing, event sponsorship and
athlete  endorsements.   The Company has entered into a strategic relationship
with  Integrated  Sports  International  ("ISI"),  a marketing, consulting and
athlete  management  firm.    ISI  believes  that  Fanatics Only Fantasy Games
provide  a  vehicle  to  match Americans' interest in sports, games and sports
personalities  with  corporate  America's  desire  to  attract these potential
customers.   With the assistance of ISI, the Company has retooled its business
plan  to  capitalize  on  this  opportunity.

     Through  its relationship with ISI, the Company has focused its direction
on mass market, sponsorship-driven Fantasy Games run in conjunction with large
national  corporate sponsors.  In substance, the Company's primary focus, with
the  assistance of ISI, will be to adapt the Fantasy Games to allow the sports
fans  to  play for free with corporate America paying the cost of distribution
and using the advertising venue presented thereby for three of the most sought
after advertising presentations in one promotional stratagem: (i) professional
sports  association,  (ii)  celebrity marketing and (iii) an interactive game.
While  no  major  sponsors  have  yet  been  signed  by  the  Company, ISI and
Management  of  the Company have made presentations to several large potential
corporate  sponsors,  and  are currently in negotiations with several of these
sponsors, including a major beer company.  As of the date hereof, the Company,
through  its  WIN  joint venture, has only signed contracts for at venue games
with  the San Francisco Giants and at the Calder, Belmont, Saratoga, Hollywood
Park  and  Golden  Gate Field race courses, as well as with a few sponsors for
the  Giants  baseball  game.

     The  Company's  shift  in  focus  to  the  free-entry,  mass market games
represents  a further shift in its overall business strategy.  In essence, the
focus  of  the  free-entry, mass market games is database acquisition and then
the  effective  management  and  marketing  of  products  and services to that
database.    The Company believes that the broad nature and mass market appeal
of  the  free-entry,  sponsor-driven  fantasy  game  concept  should  lead  to
wide-spread  national  participation  which  could  result  in  a  database of
millions  of  sports-minded  participants.    Effective  marketing  of related
products  and  services to a database of that size could lead to the long-term
success  of  the  Company.

     Management  intends  for these games to be marketed through point of sale
retail  promotion,  through  national  advertising  (newspapers,  magazines,
television,  etc.)  or  in  conjunction  with  the various professional sports
leagues  as  provided  for  by  the  sponsors.    A principal component of the
advertising would be the utilization of a major sports celebrity in each sport
provided  at  the  sponsor's  expense to create greater appeal.  The Company's
relationship  with  ISI  will  be  critical  in  obtaining  appropriate sports
personalities.    Participants  will  earn  free  entry into the games through
national  "proof  of  purchase"  promotions  or possibly through signing up at
retail  displays,  set  up  in  conjunction  with  promotion  of the sponsor's
products.    WIN  is  also pursuing "at venue" promotions whereby participants
receive  free  entry  by  attending a horse race or by going to a Major League
Baseball  game  or  other sports event.  Each of these marketing and promotion
concepts is designed to remove any cost "barrier to entry" and attract as many
participants  as  possible  into  the games.  The Company's primary goal is to
build  a  database  of  customers to market both the Company's and potentially
other  companies' products and services once the participants have entered the
free  entry  games.

     In  substance,  the  new Fantasy Games are intended to work as follows: A
sponsor runs a media campaign promoting in-store retail promotion (i.e., "Sign
up  where  XYZ  Company  products  are  sold").  Customers fill out ballots at
retail  displays  and either deposit the ballot into the ballot box on-site or
they  mail  it  in  at  a  later  time.    Ballots  are  collected  by sponsor
representatives  or  Company  contract  personnel  and  they  are shipped to a
central processing facility in Massachusetts.  At the processing facility, the
ballots  are  run  through  a  scanner  which  records  the  name, address and
telephone  number  of each participant as well as the roster (team) which such
participant  has  selected,  and  prints  a  "bounce-back"  card  listing this
information.    All  data  collected  will  be transmitted via computer to the
Company's  central  computer  system, also in Massachusetts, where rosters are
downloaded  into  the patented game system.  The "bounce-back" card is sent to
the  Company's  central fulfillment center to be included in a mailer which is
sent to all participants.  The "bounce-back" mailer will include the card with
the  participants  team,  rules  of  the  game  with  a  description of prizes
available,  as  well  as  (i)  coupons  or other promotional material from the
sponsor (ii) coupons or other promotional material from other advertisers with
complementary  products, (iii) an up-sell attempt to get free entry players to
consider  an  intermediate  game for $19.95 (with limited transactions) or the
advanced  game for $99.95 (the current Sporting News Fantasy Challenge games);
and  (iv)  sales  literature  featuring game related services (such as fantasy
game  kit,  fax service), collector's MCI phone cards, licensed apparel and/or
other  related  products  or  services.   Participants would also get a second
"bounce-back" mailer at the end of the season which would include game results
and  information  similar  to  the  first  mailer.

     Results would be posted weekly at the sponsor's retail store displays, at
bars,  in  the  Company's  internet  site,  and  on  the  NTN network which is
broadcast  to  more than 3,000 bars nationwide, in national print publications
and  possibly  on television ads.  Each game would include substantial prizes,
including  "fantasy  trips"  (e.g.,  to the Superbowl), apparel, collectibles,
memorabilia,  and possibly a cash grand prize.  These prizes would be provided
for  by  the  sponsor.


<PAGE>
     The  intention  of  the  sponsor-driven,  mass  market games is to try to
obtain  participants  to  play  the  Company's Sporting News Fantasy Challenge
games  (i.e.  Football,  Baseball,  NASCAR,  Hockey, Basketball and Golf).  In
addition  to the direct revenues from the marketing of such games, the Company
may also earn revenues through marketing its additional products and services,
discussed  in more detail below, to these free-entry game participants as well
as  through  the  leasing  of  the evolving customer list.  This customer list
could  become  a  valuable  database  for potential advertisers because of the
demographics  of  the  type  of  person likely to participate in the Company's
Fantasy  Games  and because the list would be relatively current as opposed to
other  potentially available databases of that type.  This strategy would also
allow  the  Company to educate the mass market about Fantasy Games in general,
and increase the potential size of the customer base for the Company's Fantasy
Game  upgrades.    Much  of the marketing activity would be at the cost of the
sponsors  and not of the Company, avoiding expensive advertising and marketing
campaigns.

     The  Fantasy  Games  are  operated  as  sweepstakes,  with prizes awarded
periodically  throughout  the  sport's  season based on a participant's team's
performance relative to other participants' teams.  The Company introduced its
first  Fantasy  Game  in  February  1996,  the 1996 Fantasy Baseball Challenge
("Baseball  1996"),  and  introduced  the  1996  Fantasy  Football  Challenge
("Football  1996")  in  the  Summer  of  1996.    These  games  were  $99.95
full-service,  transactional games, which permitted unlimited trades and other
changes  throughout  the  season,  with  substantial  prizes  for  the  top
participants.  Sweepstakes prizes for Baseball 1996 and Football 1996 included
automobiles,  tickets  to  sporting  events,  merchandise,  televisions,  and
satellite dishes.  The Company is obligated to provide all services and prizes
for  these  previous  full-service,  transactional  games.

     The  Company held an exclusive license (which has presently reverted to a
non-exclusive  license)  in  the United States for interactive process patents
issued  by  the  United  States  Patent  and Trademark Office in 1991 and 1993
("Patents").    The  Patents  claim  to  cover any fantasy game with a central
computer  system,  involving  teams  made up of players or athletes, which are
selected  by the game participants, where different game participants can have
the  same player or athlete on different teams.  Nevertheless, due to the ease
of  entry  into  the market, the Company believes that enforcing the patent is
difficult and consequently numerous competitors exist that management believes
may  be  infringing upon the patents.  Management has presently determined not
to  litigate  to  support  the patents due to the lack of sufficient financial
resources.  Additionally, the Company does not believe that they are dependent
on  the  patents  for  its  success  and has found, to date, that they provide
little  if  any  competitive advantage for the Company.  The Company has filed
trademarks  and  service  marks  for  "Fanatics  Only"  and  related  marks.
Additional  marks  will  be filed from time to time, including a trademark for
its  Computer  Operated  Automated  Caller  Hotline  (C.O.A.C.H.).

     By  shifting  its  focus to sponsor-driven, mass market games the Company
creates  a  new Fantasy Games concept which obtains revenues through marketing
the  database obtained thereby, directly assisting the growth of the Company's
original  $99.95  full-service  game  concept.  Most importantly, however, the
focus  of  the Company allows it to build a large and demographically specific
customer  database,  at  a  rapid  pace, and then capitalize on this growth by
marketing  a  multitude  of  products  and  services  to  that  database.

INTEGRATED  SPORTS  INTERNATIONAL

     Integrated  Sports  International  ("ISI")  is  a  sports  marketing firm
engaged  in  player  representation, corporate sponsorship and event planning.
ISI's  client  list  includes  Troy  Aikman,  Steve  Young,  Jim Kelly, Disney
Company,  Junior  Seau,  Hakeem  Olajuwon, Oscar De La Hoya, the San Francisco
49ers,  Burger King, Cadillac and many others.  ISI is a marketing partner for
its  clients  providing creative input and skilled assistance depending on the
particular  needs and objectives.  ISI specializes in designing and developing
sports  related  promotions, advertising and marketing for corporations, often
utilizing  recognizable sports personalities.  The principals of ISI are Frank
J.  Vuono,  Fred  Fried  and  Steve Rosner.  Mr. Vuono is formerly head of NFL
Properties.    Mr.  Rosner  is  a  long-time  nationally-recognized  agent who
represents  players  such as Lawrence Taylor, Carl Banks and Howie Long and is
active  in  matching  athletes  with corporate events and media opportunities.
Mr.  Fried  is the former head of marketing for ProServ, Inc., a large athlete
representation  company  with  such  prestigious clients as Michael Jordan and
Raghib  "Rocket"  Ismail.

     ISI's  principal  office  is  in  East  Rutherford, NJ.  In addition, ISI
maintains  an  office  in Newport Beach, California, a strategic location that
makes  it  easier  for  ISI  to  work  with  the  Company  and  a  number  of
California-based  sports  agents.

     On  March  27,  1996,  the  Company  entered  into  an agreement with ISI
pursuant to which it was to pay a monthly retainer of $15,000 to ISI to market
and  sell  corporate  sponsorship  of  the  Company's games, develop marketing
strategy  and  brand  identification,  and  to assist in contracting of sports
spokespersons.    To  date,  ISI  has  introduced the Company to several large
corporate  sponsors  with  whom  the  Company  is  negotiating for sponsorship
opportunities  for  its  1998 proposed games.  While there can be no assurance
that the Company will successfully enter into sponsorship relations with these
companies,  the relationship with ISI materially improves the Company's chance
for  success.    Each  proposal  is  tailored  to the particular corporation's
industry  and  marketing  and  advertising  strategies.

     The  Company  is  presently negotiating with a major beer manufacturer to
provide funding for an exclusive sponsorship for the 1998 football season.  As
of  the date hereof, the potential sponsor has not made any commitment for the
sponsorship  and  there  is  no  assurance  any  commitment  will be received.

     The agreement between the Company and ISI is for two years expiring March
31,  1998 and is extendable upon mutual agreement.  ISI has agreed to forego a
$15,000  retainer  provided  for  in such agreement until such time as a large
national  sponsor  is  signed.  The Company will pay ISI a sales commission of
15% of the gross revenues to the Company for Company programs arranged through
sponsors  obtained by the efforts of ISI.  ISI is also paid a small commission
for  sales  of  Fantasy  Game  upgrades and is reimbursed for reasonable third
party  expenses.

     Through  its  relationship  with  ISI,  the  Company  believes it is well
positioned  to  attract quality corporate sponsors for its games and to obtain
nationally-recognized  sports  celebrity  spokespersons  for  its  advertising
campaigns.

FANATICS  ONLY  RETAIL  OPERATIONS

     The  Company  plans  to launch a direct mail catalog business which would
sell  licensed  sports  apparel  at  discount prices through its "bounce-back"
mailers  discussed  in the mass-market, free-entry games referenced above.  As
presently  contemplated, this direct mail catalog business would sell licensed
sports  apparel  from the NFL, MLB, NHL, NBA, Golf and NASCAR, as well as from
one  hundred  of the top universities in the U.S. and a limited line under the
"Fanatics  Only"  brand name and logo, all at 20% - 70% off of standard retail
pricing.

WIN  AMERICA  PROMOTIONS,  "AT  VENUE"  JOINT  VENTURE

     In  November  1996  the  Company  entered into a 50/50 joint venture with
American  Sports  Concepts  to  develop,  market  and  operate  a  free-entry,
mass-market  Fantasy  Games  "at-venue"  or  "at-stadium",  under the name WIN
American  Promotions.    These  "at-venue"  games  could potentially be run at
baseball,  football,  basketball,  hockey  and horse and auto racing stadiums,
with  event  attendees  receiving  a  free-entry Fantasy Game ballot upon paid
admission  to  the  stadium.

     Through the WIN America joint venture, the Company hosted a Fantasy Horse
Racing  Game during the 1997, 172 day, race season at Calder Race Track in Ft.
Lauderdale,  Florida  ("Calder")  which  commenced  in June 1997.  The Company
entered  into  a similar arrangement with Belmont Race Course in 1997, and has
agreements  in  place  to  undertake similar ventures with Saratoga, Hollywood
Park  and  Golden  Gate  Field  race  courses  in  1998.

     Each of these race tracks have or will distribute a brochure containing a
"free  entry  ballot" to all patrons upon paid admission to the track.  Calder
estimated  this  was  for  approximately  1,000,000  patrons at the race track
facility.   The brochure explains the rules of the game, basic prize structure
and  generally promotes the contest.  The ballot permits each patron to select
their "stable" (consisting of horses and jockeys) which they hope will perform
well  during  the  week  after  entry.    Ballot  boxes are placed prominently
throughout  the track and promotional advertising accompanies the ballot boxes
and  promotes the racing game.  Track personnel gather the ballots and forward
them  to  WIN  for  processing.  WIN's process includes a "bounce-back" mailer
with  coupons  and/or  inserts  as  set  forth  above, as well as horse racing
related  materials  such  as a "How to Handicap" brochure and game upgrades to
$9.95,  $19.95  and  $99.95  full-service  transactional  games.

     As contemplated, each of the race courses and/or their sponsors would pay
for  the production of the ballots and would compensate WIN an estimated $1.00
for  each  entry  in the contest.  WIN has agreed to pay the venues 70% of all
Gross  Profits generated from revenue derived from game activity, and the sale
of  the  products and services offered in the "bounce-back" mailer, until such
time  that such venue has received an amount equivalent to the $1.00 per entry
and  cost  of  the  ballots.    Subsequent to such repayment, profits would be
distributed  65%  to  WIN  and  35%  to  the  venue.

     The  Company  believes  that  the  Horse Racing Fantasy Game has and will
continue  to  provide a valuable promotional platform for existing race course
sponsors  and  will  entice additional sponsors.  The Company also believes it
has  and  will  continue  to encourage attendance at the track.  The attendant
database  created  is  also  valuable to both the specific race course and the
Company  creating  substantial  marketing  opportunities.

     In  April 1997 the Company, through the WIN America joint venture, signed
an agreement with the San Francisco Giants (Major League Baseball Club) to run
an  "at-venue"  Fantasy Baseball contest during eight Giants home games in the
1997  season.    These games ran in a similar fashion to the Horse Racing game
mentioned  above.    The  joint venture signed several sponsors for the Giants
Fantasy  Baseball  program.  Although there can be no assurance that any other
teams  will  sign up for these "at-venue" games, the joint venture has already
received  serious interest from at least eight other professional sports teams
for  programs  in  1998.

MCI  TELECOMMUNICATIONS  CORPORATION

     In  February  1996  the  Company entered into a one year service contract
with  MCI  Telecommunications  Corporation  ("MCI")  primarily to provide live
operator services at pre-established rates.  Concurrently, the Company entered
into  a  30  month  agreement  with  MCI  to  establish,  maintain  and update
participant  files  and  to provide participant support.  Under the Agreement,
the  Company  must  meet  certain performance criteria as follows: During each
year  generate  $1,800,000  of  revenues from participants for the corporation
including  at  least  $1,200,000  from  the  use of an 800 number service.  If
during any year after the 1996 ramp up period, the revenues to MCI do not meet
the  $1,200,000,  the  Company  is required to pay an under-utilization charge
equal  to  100%  of the difference between the discount rate applied and MCI's
standard  rates.    See  "Management's  Discussion  and  Analysis of Financial
Condition  and  Results of Operations" and Note 10 to the Financial Statements
for  additional  information.

     The  Company  is  currently negotiating new contracts with MCI as part of
the  venture  agreement  with  The  Sporting  News.

HISTORICAL  OPERATIONS  OF  THE  COMPANY

     Original  Reorganization.    The  Company  (formerly  named "Cashbuilder,
Inc.",  a  Colorado corporation organized on October 15, 1982) did not conduct
any  active business operations or receive significant revenues prior to 1984,
and  since 1984 had sought to acquire a suitable private business opportunity.
On  December 18, 1995 the Company entered into a reorganization agreement with
Fanatics  Only LLC, to acquire all the assets of Fanatics Only LLC, a Colorado
limited  liability  company,  subject  to  all  liabilities,  in  exchange for
restricted  shares  of  the  Company's common stock.  On February 28, 1996 the
Company  changed  its  name  to  "Fanatics  Only,  Inc."    As a result of the
reorganization  agreement,  the  former  members  of  Fanatics  Only LLC own a
substantial number of the Company's voting securities, and three of the former
six  managers  became  directors  of  the  Company.

     Initial  Business Plan.  The Company's initial business plan provided for
the  development,  marketing  and  sale  of   Fantasy Game kits comprised of a
$99.95  full-service  game,  with extensive ability to trade players and check
results,  with  substantial  prizes  for  winners.    The initial game was the
Company's  Baseball  1996 Fantasy Game which was marketed extensively with Bob
Uecker  as a celebrity spokesperson.  Baseball 1996 was followed with Football
1996.    This  business  plan  resulted in sales which were only a fraction of
those  projected  by  previous  Management.    The  Company  had  a  total  of
approximately  4,000 participants for its Baseball 1996 Game and approximately
1,500  participants for its Football 1996 game.  Management believes that this
lack  of  performance in its Baseball 1996 game was due to a number of factors
including, but not limited to: (i) no national sponsor; (ii) the Baseball 1996
game  was  apparently  too  complex  a game for the occasional fan, with every
player  needing  to be counted at each position on a daily basis, consequently
becoming  too  time  consuming;  (iii)  a  different  media strategy involving
gradual  advertising  buildup and focus may have been more successful than the
advertising  strategies employed; (iv) startup problems with the inbound order
taking  process  and  fulfillment  of those orders stemming from inexperienced
employees  may  have  resulted  in  lost sales and refunds; and (v) outside of
specific  venues,  baseball  has  declined  nationally in favor as a spectator
sport  with revenues and attendance down nationwide.  The Company believes its
Football  1996  game  was  not  successful  due  primarily  to  the  Company's
insufficient  financial  resources  to advertise, market and operate the game.
Management  had  previously  anticipated  that  Baseball  1996  would  provide
sufficient  revenue  to  fund  operations  for  Football  1996.

     Capital  Structure Reorganization.  In connection with a private offering
of  securities,  certain holders of shares of Common Stock exchanged 4,062,500
shares of Common Stock for 1,892,000 shares of Series B Preferred Stock.  Such
shares  of Common Stock were canceled and returned to the status of authorized
and unissued shares.  The Preferred Stock is convertible into shares of Common
Stock,  on  a 1 for 1 basis, only if the Company earns certain minimum amounts
per  share.

     In addition, certain shareholders canceled a total of 2,851,876 shares of
Common  Stock,  which  were  returned  to  the  treasury  and  canceled.

     The  $3,075,000 face value Revenue Participation Contracts ("RPC's") were
converted  to  768,750  shares  of Series A Preferred Stock and 153,750 common
stock  purchase  warrants.  These RPC's were initially sold by the Company for
the  initial  funding  of  the  Company.  Each $100,000 face amount of RPC was
entitled  to  a  royalty  of  $.50 per game based on the original $99.95 game,
resulting in potential substantial royalty payments.  These royalties will not
apply  to  the  Company's  new  business  strategy.

CORPORATE  OFFICES

     Offices  for  the  Company  are  maintained  in  Colorado  at  7500  West
Mississippi  Avenue,  Suite  E-122,  Lakewood, Colorado 80226; telephone (303)
768-9980  and  also  in  California  at  4400  MacArthur Boulevard, Suite 500,
Newport  Beach,  California  92660,  telephone  (714)  955-4962.   The Company
presently  employs  5  full-time  and  3  contract  personnel.

ITEM  2  -  PROPERTIES
----------------------

Effective  November  1,  1997,  the  Company began leasing new office space in
Lakewood, Colorado.  The Company is leasing approximately 7,500 square feet at
a  monthly  rental  rate  of  approximately $6,300.  The lease expires through
September  2000  with  options  to  extend  for  an  additional  three  years.
Approximately  3,000  square  feet  of the new leased space was a pre-existing
call center that will be utilized as a call center by the Company to serve the
The  Sporting  News  Contract.

ITEM  3  -  LEGAL  PROCEEDINGS
------------------------------

The  Company  is presently, has been, and may from time to time be involved in
various  claims,  lawsuits,  disputes  with  third  parties, actions involving
allegations  of  discrimination,  or  breach  of  contract  incidental  to the
operation  of its business.  The Company is not currently involved in any such
litigation  which  it  believes  could have a materially adverse effect on its
financial  condition  or  results  of  operations.

ITEM  4  -  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS
-----------------------------------------------------------------------

No matter was submitted to a vote of the Company's Security holders during the
fiscal  year  ended  December  31,  1996.



     PART  II
     --------

ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
------------------------------------------------------------------------------

MARKET  INFORMATION  -    During  the fiscal year ended December 31, 1996, the
Company's  Common  Stock was quoted without price (name only) under the symbol
"FONL" on the Nasdaq Electronic Bulletin Board; however, few transactions took
place  during that fiscal year.  Currently, there is no established market for
the  Company's  Common  Stock.

STOCKHOLDERS    -    As  of  November 30, 1997, the Company had 461 holders of
record  of  the  Company's Common Stock, 42 holders of record of the Company's
Series  A  Preferred  Stock and 22 holders of record of the Company's Series B
Preferred  Stock.    There  are  also  presently  128 holders of the Company's
private  warrants.    This does not include the holders that have their shares
held  in  a  depository  trust  in  "street"  name.

DIVIDENDS    -  The Company has not paid cash dividends on its Common Stock in
the  past  and  does  not  anticipate  doing  so  in  the  foreseeable future.

RECENT  SALES  OF  UNREGISTERED  SECURITIES

     In connection with a private offering of securities which was made by the
Company  in  December  1995 (the "1995 Private Offering"), the Company sold an
aggregate  of  855,476  shares of Common Stock and 427,738 Private Warrants to
accredited investors for aggregate net proceeds of $2,974,185, after deduction
of  offering  costs  of  $20,000.    The  Company utilized the proceeds of the
Private  Offering to meet working capital requirements.  The Company agreed to
provide  piggyback  registration  rights for resale the shares of Common Stock
and  Private  Warrants  sold  in  the 1995 Private Offering.  The 1995 Private
Offering  was  made  in  accordance with Section 4(2) and Rule 506 promulgated
under  Regulation  D  of  the  Securities  Act  of  1933,  as  amended.

     During  1997  the  Company  has  raised approximately $1,100,000 of gross
proceeds  through  the  sale of its common stock, Series B Preferred Stock and
warrants.    The  sales  were  made  through  private  placement  offerings to
accredited investors.  In connection with the private placement offerings, the
Company  will  issue  approximately  309,000  shares  of  its  common  stock,
approximately  77,000  shares  of its Series B Preferred Stock and warrants to
purchase  approximately  154,000  shares of its common stock.  The warrants to
purchase  common  stock  are exercisable at $5.00 per share and expire through
November 2,000.  The Private Offerings used to raise these funds were all made
in accordance with Section 4(2) and Rule 506 promulgated under Regulation D of
the  Securities  Act  of  1933,  as  amended.

     In  May  and  June,  1996,  the  Company  borrowed  $350,000,  with  loan
origination  fees  of  $24,500  to the lenders thereof, from three persons not
affiliated  with  the  Company for working capital purposes.  The loans became
due  in July 1996, and $195,000 has been repaid to the lenders.  As additional
consideration  for  these loans, the Company issued a total of 35,000 warrants
to  the  lenders.  The Company also borrowed $55,000 from another unaffiliated
person  for sponsorship of a race car in the Indy 500 race in 1996, and issued
the lender 5,000 warrants.  The $55,000 loan became due August 22, 1996.  This
loan  is  expected  to  be  converted  to  equity.

     In  October  and  November  1996  the  Company  borrowed  an aggregate of
$200,000  (with loan origination fees of $20,000 paid to the lenders thereof).
These  loans  consisted of $200,000 in unsecured promissory notes and warrants
to  purchase an aggregate of 20,000 shares of Common Stock at $5.00 per share.
This  entire  $200,000  has  been  converted  to  equity.


<PAGE>
     In  November 1997 four members of the Company's board of directors loaned
the Company $500,000.  The unsecured loans are non interest bearing and mature
November  2000.      Three  of the four board members will each receive 60,000
shares  of  the  Company's  common stock, 150,000 shares of Series B Preferred
Stock,  37,500  common  stock purchase warrants and 11,250 options to purchase
shares  of  common  stock.  The fourth board member, who is also the Company's
President,  will  receive  20,000 shares of the Company's common stock, 50,000
shares  of Series B Preferred Stock, 12,500 common stock purchase warrants and
3,750 options to purchase shares of common stock. The warrants are exercisable
at  $3.50  per share and expire in three years. The options are exercisable at
$3.50 per share and are also exercisable for three years. The Company has used
the  funds  from  the  loan  to  make  the  payments  required  under  the MCI
settlement, to continue the development of a call center for The Sporting News
contract  and  for  certain  other  obligations.


ITEM  6  -  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF FINANCIAL CONDITION AND
------------------------------------------------------------------------------
RESULTS  OF  OPERATIONS
-----------------------

     The  foregoing  and subsequent  discussion  contains  certain forward-
looking statements within the meaning of Section 27A of the Securities Act of 
1933 and Section  21E  of the Securities Exchange Act of 1934, which are 
intended to be covered by the safe harbors created thereby.  These forward-
looking statements include  the  plans  and  objectives  of  management  for 
future  operations, including  plans  and  objectives relating to game 
operations contracts to run third party Fantasy Games, mass-market, free entry,
sponsor-drive Fantasy Games or  retail  clothing/licensed agreement sales. 
The forward-looking statements included  herein are based on current 
expectations that involve numerous risks and  uncertainties.    Assumptions 
relating to the foregoing involve judgments with  respect  to, among other 
things, future economic, competitive and market conditions  and  future  
business  decisions,  all  of  which are difficult or impossible  to  predict
accurately and many of which are beyond the control of the  Company.    
Although  the  Company believes that the assumptions underlying
the forward-looking statements are reasonable, any of the assumptions could be
inaccurate and, therefore, there can be no assurance that the forward-looking
statements  included  in this Form 10-KSB will prove to be accurate.  In light
of  the  significant  uncertainties inherent in the forward-looking statements
included herein, the inclusion of such information should not be regarded as a
representation  by  the  Company  or  any other person that the objectives and
plans  of  the  Company  will  be  achieved.

OVERVIEW

     Fanatics  Only,  Inc.  ("Fanatics"  or  the  "Company"),  a  Colorado
corporation,  was formed on October 10, 1995.  The Company's original business
plan was  to market and operate its own pay-to-play interactive fantasy sports
games  and  to  sell  related  merchandise. The Company developed and operated
baseball  and  football  fantasy  games  during  1996.    However,  due to the
significant  competition  in  the fantasy sports game market and certain other
factors,  Fanatics  was unsuccessful in operating these two games and incurred
significant  losses.

     The  Company's  initial  business  plan  provided  for  the  development,
marketing  and  sale  of  Fantasy Game kits comprised of a $99.95 full-service
game,  with  extensive  ability  to  trade  players  and  check  results, with
substantial  prizes  for winners.  The initial game was the Company's Baseball
1996  Fantasy  Game  which  was  marketed  extensively  with  Bob  Uecker as a
celebrity  spokesperson.  Baseball 1996 was followed with Football 1996.  This
business  plan resulted in sales which were only a fraction of those projected
by  previous  Management.    The  Company  had  a total of approximately 4,000
participants  for  its Baseball 1996 Game and approximately 1,500 participants
for its Football 1996 game.  Management believes that this lack of performance
in  its  Baseball  1996 game was due to a number of factors including, but not
limited  to:  (i)  no  national  sponsor;  (ii)  the  Baseball  1996  game was
apparently  too  complex  a  game  for  the  occasional fan, with every player
needing to be counted at each position on a daily basis, consequently becoming
too  time  consuming;  (iii)  a  different  media  strategy  involving gradual
advertising  buildup  and  focus  may  have  been  more  successful  than  the
advertising  strategies employed; (iv) startup problems with the inbound order
taking  process  and  fulfillment  of those orders stemming from inexperienced
employees  may  have  resulted  in  lost sales and refunds; and (v) outside of
specific  venues,  baseball  has  declined  nationally in favor as a spectator
sport  with revenues and attendance down nationwide.  The Company believes its
Football  1996  game  was  not  successful  due  primarily  to  the  Company's
insufficient  financial  resources  to advertise, market and operate the game.
Management  had  previously  anticipated  that  Baseball  1996  would  provide
sufficient  revenue  to  fund  operations  for  Football  1996.

     As  a  result  of  the  poor performance of its first two games, Fanatics
chose  not to develop or operate any additional games during 1996 or 1997.  In
April  1997 the board of directors was reassembled and a new business strategy
was  implemented  whereby  Fanatics  would  pursue operating and administering
fantasy  sports  games  for  other  entities.  This strategy has resulted in a
Venture  Agreement  with The Sporting News ("TSN"), a division of Times Mirror
Magazines,  Inc., to provide turn-key fantasy game operations for all of TSN's
"The  Sporting  News  Fantasy  Challenges" (see below).  The Company's revised
business plan also includes sweepstakes and promotions for corporate sponsors,
professional sports teams and other third parties, while attempting to build a
large,  and demographically specific, database to which the Company may market
a  variety  of  related  products  and  services.

     During  1996  the  Company  concentrated  its  efforts  on developing and
operating  its  baseball  and  football 1996 fantasy sports games.  Since that
time  the  Company's  activities  have  consisted  primarily of developing and
pursuing  its new business strategy and raising capital through private equity
offerings.


<PAGE>

RESULTS  OF  OPERATIONS

YEAR  ENDED  DECEMBER  31,  1996  COMPARED  TO INCEPTION (OCTOBER 10, 1995) TO
DECEMBER  31,  1995

     The  Company had a net loss of $7,786,550 for the year ended December 31,
1996  and  incurred  losses  of $1,859,716 during the period from inception to
December  31,  1995.

     Total  revenues were $468,882 for the year ended December 31, 1996 and $0
for  the  period from inception to December 31, 1995.  Revenues were generated
by the Company's baseball and football 1996 fantasy games.  Game sales revenue
consists  primarily  of  the entry fees paid by the baseball and football 1996
fantasy  games'  participants.    The  entry fee to participate was $99.95 per
game.  Revenues  from merchandise sales relate primarily to the sale of excess
inventory  of    T-shirts, hats, coolers and other merchandise that were to be
distributed  to  fantasy  game  participants.

     The Company's total costs and expenses were $8,242,796 for the year ended
December  31, 1996 and $1,859,716 during the period from inception to December
31,  1995.

     The  general and administrative expenses for the period from inception to
December  31,  1995  reflect  the  costs incurred to establish the Company, to
complete  the  reverse  acquisition with Cashbuilders, Inc. (see note 7 to the
financial  statements)  and  other  startup  activities.    The  general  and
administrative costs for the year ended December 31, 1996 consist primarily of
the salaries of the Company's employees, the costs of consultants and contract
labor,  legal  and  professional  services and the expenses related to certain
licenses,  office  rent,    insurance  and  depreciation  and  amortization.

     Advertising  and promotional expenses for the year December 31, 1996 were
$3,761,461 and $989,869 during the period from inception to December 31, 1995.
The prior management of the Company utilized an advertising and marketing plan
that  was  unsuccessful.    The marketing efforts included radio and
television  commercials,  magazines, newspapers, brochures, etc. that required
expensive  design,  production  and  printing  services.  Also  included  in
advertising  and promotional expenses for the year ended December 31, 1996 are
approximately  $560,000  of  telecommunications  services  charges.

     The  cost of the participants kits and merchandise was $1,679,363 for the
year  ended  December  31,  1996  and  $0  during the period from inception to
December  31,  1995.  Because the previous management of the Company projected
participation significantly in excess of the actual participation, the Company
had  printed  large  quantities  of  game kits that went unused.  In addition,
Fanatics  also  ordered large quantities of T-shirts, hats, coolers, etc. that
were  provided  to  the  game  participants  as part of their entry fee.  As a
result,  the Company had significant excess inventory of these items that were
sold  significantly below their cost to the Company. Also included in the cost
of  game  kits  and merchandise is approximately  $500,000 of prizes that were
awarded  to  the  winners  of  the  baseball  and football fantasy games.  The
Company did not operate games during the period from inception to December 31,
1995  and  therefore  had  no  costs  of  participant  kits  and  merchandise.

     As  of  December  31,  1996  the  Company wrote off the net book value of
$455,709  of  goodwill  and  licensing  rights  (see  Note  2 to the financial
statements).  The Company wrote off the licensing rights because it was unable
to  meet  certain  required  minimum  payments  and  therefore  forfeited  its
exclusive  licensing  rights  to certain patents for technology related to the
development,  production  and sale of fantasy games. Management of the Company
does  not  believe  that  the  Company  is  dependent upon the patents for its
success,  and  to  date,  has  found  that the patents provide little, if any,
competitive  advantage.  The net book value of $252,083 of goodwill related to
common  stock purchased in the corporation which previously owned the patents.
Due  to  the  writeoff  of the patents and the Company's significant operating
losses,  the  Company  determined the goodwill had been impaired and wrote off
its  remaining  net  book  value.

     During  1996  the  Company  entered into a joint venture agreement with a
retail  sports  apparel  company.  The joint venture was formed to sell sports
apparel  and  the  Company's  games  and merchandise primarily through factory
outlet  centers.    In  October  1997, the sports apparel company notified the
Company,  that  it  was liquidating all of the assets of the joint venture and
closing  the  retail  stores.  Therefore, the joint venture is being dissolved
and  the  Company's  investment  in  the joint venture is fully impaired.  The
Company has written off its investment of $177,216 in this joint venture as of
December  31, 1996.  In addition, as a part of this joint venture, the Company
signed three retail space leases which were set to expire through 2006.  As of
November  1997,  the Company was negotiating settlements on these three leases
for  approximately  $100,000. The $100,000 related to these leases is included
in  the  write  off of investment in joint venture and accrued expenses in the
accompanying 1996 financial statements.  Although the Company is now currently
out  of  retail  operations,  it expects to use the database it accumulates to
provide  discounted  merchandise  and  licensed  apparel through a direct mail
catalog  and  the  Internet.

     In  November  1996,  the  Company entered into a letter of intent with an
unrelated  company  (  the  "Partner")  to  form  a  joint venture.  The joint
venture,  WinAmerica  Promotions ("WIN"),  is owned 50% by the Company and 50%
by  the  Partner.  The joint venture was formed to develop, market and operate
mass-market,  free entry, sponsor driven fantasy sports games.  As of December
31,  1996,  the Company had not made any contributions to WIN and therefore no
investment  is  reflected in the accompanying balance sheet.  In addition, WIN
had  minimal  activity for the period from inception through December 31, 1996
and therefore the Company did not record any equity in the income or loss from
this  joint  venture. During 1997 the Company has contributed $140,000 in cash
to  WIN  and  WIN  has  operated a fantasy baseball game for the San Francisco
Giants  and  fantasy  horse  racing  games for certain horse tracks around the
country  including a game for the Breeder's Cup.  However, the Company and the
Partner  are  currently  negotiating  the additional contributions the Company
will be required to make in order to maintain its 50% ownership in WIN.  Based
on the Company's working capital position as of  November 1997 there can be no
assurance  that  the  Company  will  be  able  to  meet the additional capital
requirements  and  its  ownership  interest in WIN may be reduced.  Therefore,
there  can  be no assurance what portion of the Company's investment in WIN it
may  realize.

     The  net  losses  for  the  year ended December 31, 1996 and inception to
December  31,  1995 reflected in the accompanying financial statements and the
discussion  of the results of operations above depict the  results of Fanatics
under  its  original  business  plan  to  develop,  market and operate its own
fantasy  sports  games.  While there can be no assurance that the new business
strategy  will  be  successful,  Fanatics'  current  management  and  board of
directors  believes  that  the  inception to December 31, 1996 results are not
indicative  of  the Company's future operations and  do not accurately reflect
the  current  business  philosophy  and  direction  of  the  Company.

     The  new  business  plan  of  the  Company  is  concentrated  on  the
administration  and operation of fantasy sports games and promotions for other
entities.  As a result of this new business strategy, effective July 31, 1997,
Fanatics has entered into a Venture Agreement with TSN under which the Company
will  provide  fantasy  sports gaming expertise and related operations and TSN
will  allow  the  use  of  its  trademark  and  provide  certain marketing and
advertising  services  for the promotion of a series fantasy sports leagues in
various  sports  through the publication of  The Sporting News and other Times
Mirror  publications.  The Sporting News had approximately 55,000 participants
in  its fantasy games during the last year. The Company  will be the exclusive
North  America  supplier  of    fantasy  games  in  all sports and any related
activities,  merchandise  and  services  offered by TSN. The Venture Agreement
expires  at  the  end  of  the  2001/2002  National Hockey League and National
Basketball  Association  seasons.    The term of the Venture Agreement will be
extended  for an additional two years if certain criteria as set forth therein
are  met.

     Revenues  from  the  TSN Venture Agreement will begin to be recognized in
January  1998.  All revenues from the operation of  "The Sporting News Fantasy
Challenges"  and  related  service  and  merchandise  will  be  collected  and
recognized  by  Fanatics.  The Company will then pay to TSN the greater of 50%
of  the annual gross profit or 20% of annual gross revenue, both as defined in
the  Venture  Agreement.    In  addition,  if  TSN  delivers  30,000  paying
participants  per  year  to the fantasy games, the Company has guaranteed that
the  minimum  annual  payment to TSN will be $1.3 million.  Historical results
from  "The  Sporting  News Fanatasy Challenges" indicate annual revenues could
exceed  $10  million,  although there can be no assurance that future revenues
will  meet  or  exceed  prior  results.

     In  connection  with  the TSN Venture Agreement and effective November 1,
1997  the  Company  began leasing new office space in Lakewood, Colorado.  The
Company  is  leasing  approximately  7,500 square feet of space. Approximately
3,000  square feet of the new leased space was a pre-existing call center that
will  be  utilized  as a call center by the Company to service the TSN Venture
Agreement.


<PAGE>

LIQUIDITY  AND  CAPITAL  RESOURCES

     Because the Company is implementing a new business strategy that requires
the  establishment  of  certain  infrastructure and because only insignificant
revenues  have been generated from inception through November 1997 the Company
has  had  to  rely  on  cash  from  Revenue  Participation Contracts ("RPCs"),
private  equity  offerings  and debt financing to  satisfy its working capital
deficits  and  to  fund  its  operations.

     During the year ended December 31, 1996 and for the period from inception
to December 31, 1995 the Company used $4,785,130 and $1,894,533, respectively,
of  cash  in  operating  activities.    The  cash used in operating activities
reflects  the  unsuccessful  operation  of  the  Company's  1996  baseball and
football  fantasy  games.

     For  the  year ended December 31, 1996 and inception to December 31, 1995
the  Company  had  cash  flows  from  financing  activities  of $3,893,470 and
$3,502,099,  respectively.  During  1995 the Company issued $3,025,000 of RPCs
for cash.  During 1996 the holders of all of the RPCs exchanged their RPCs for
a total of 768,750 shares of Series A Preferred Stock and 153,750 common stock
purchase  warrants  exercisable  at $5.00 per share through December 31, 1998.
During  1996    the  Company  raised  net  proceeds  of $2,974,185 through the
issuance  of  855,476  shares  of  its  common  stock  at  $3.50  per share in
connection  with a private equity offering . In addition, the Company received
proceeds  from notes payable of approximately $794,500 during 1996. Subsequent
to  year  end  $389,500  of  these  notes  were  converted  into shares of the
Company's  common and Series B Preferred Stock and warrants to purchase shares
of  common  stock  as  part  of  a  private  equity  offering.  The Company is
attempting  to convert additional notes to stock, but no assurance can be made
that  it  will  be  successful  in  converting  other  notes.

     Subsequent  to  year end and through November 1997 the Company has raised
approximately  $1,100,000  of gross proceeds through private equity offerings.
In  connection  with  these  private equity offerings, the Company  will issue
approximately  309,000 shares of its common stock, approximately 77,000 shares
of its Series B Preferred Stock and warrants to purchase approximately 154,000
shares  of  its  common  stock.    The  warrants  to purchase common stock are
exercisable  at  $5.00    per  share  and  expire  through  November  2000.

     The  Company  has  developed  a state-of-the-art automated game operating
system, called C.O.A.C.H. (Computer Operated Automated Caller Hotline) through
its  strategic  partnership  with  MCI Telecommunications Corporation ("MCI").
The  Company  entered  into  service contracts with MCI in connection with the
development  of  the  game  operating  system  and  for  providing  other
telecommunications  services.    The  Company  is  currently renegotiating the
contracts  with  MCI  as  part of the Venture Agreement with The Sporting News
(see  Note  8  to  the  Financial  Statements).

     However, because the number of participants playing the two fantasy games
(baseball  and  football)    the  Company  operated  during  1996 did not meet
expectations,  the Company was unable to meet the minimum revenue requirements
outlined in the agreements with MCI and incurred significant operating losses.
As a result, in November 1996, the Company executed a promissory note with MCI
for  all  amounts  it  owed  to MCI.  The $605,491 promissory note required an
initial  payment  of  $50,000  and twelve equal monthly principal and interest
payments  of $48,547 each.  The unsecured note was to mature November 20, 1997
and  had  an  interest  rate  of 9% per annum.  The Company made the first six
payments  under  the note, but due to cash restrictions was unable to make the
six  additional  payments.

     During  October 1997 the Company negotiated a new settlement with MCI for
all  amounts  the  Company had due to MCI.  As of October 20, 1997 the Company
was  indebted  to  MCI in the amount of $393,293.  The settlement required the
Company to pay $147,000 of the total amount due prior to October 25,1997.  The
Company  made  this  payment with funds received from a loan from its board of
directors.    The  remaining  balance  due  of  $246,293 was rolled into a new
promissory  note.  The  new  promissory  note  between MCI and the Company was
executed  effective October 20, 1997.  The new promissory note requires twelve
equal  monthly  principal  and  interest  installments of  $21,596 each.  This
unsecured  note  matures  September  20, 1998 and bears interest at 9.5%.  The
Company  has  paid  the  October  and  November  loan  payments.

     In  March  1997  the Company obtained a  $1 million line of credit from a
bank.   The line of credit bears interest at The Wall Street Journal published
prime  rate  and  matures  in March 1998.  Interest is payable monthly.   Five
members  of  the  Company's  board  of  directors  have guaranteed the line of
credit.  In exchange for the guarantee of the line of credit, each of the five
board  members  will  receive  80,000  shares  of  the Company's common stock,
200,000  shares  of  Series  B  Preferred  Stock, 50,000 common stock purchase
warrants  and 15,000 options to purchase shares of common stock.  The warrants
are  exercisable at $5.00 per share and expire in three years. The options are
exercisable  at  $3.50 per share and are also exercisable for three years.  As
of  October  31,  1997  the  outstanding  balance  on  this line of credit was
approximately  $950,000.

     In  November 1997 four members of the Company's board of directors loaned
the Company $500,000.  The unsecured loans are non interest bearing and mature
November  2000.      Three  of the four board members will each receive 60,000
shares  of  the  Company's  common stock, 150,000 shares of Series B Preferred
Stock,  37,500  common  stock purchase warrants and 11,250 options to purchase
shares  of  common  stock.  The fourth board member, who is also the Company's
President,  will  receive  20,000 shares of the Company's common stock, 50,000
shares  of Series B Preferred Stock, 12,500 common stock purchase warrants and
3,750 options to purchase shares of common stock. The warrants are exercisable
at  $3.50  per share and expire in three years. The options are exercisable at
$3.50 per share and are also exercisable for three years. The Company has used
the  funds  from  the  loan  to  make  the  payments  required  under  the MCI
settlement, to continue the development of a call center for The Sporting News
contract  and  for  certain  other  obligations.

     During  November  1997,  the Company engaged Joseph Charles & Associates,
Inc.  ("JCA"), an investment banking firm, to assist the Company in performing
an  additional private offering  of its stock. This private placement offering
is  for  up  to  $1.519  million in gross proceeds and consists of 62 Units at
$24,500  each.    Each  Unit  consists  of 7,000 shares of Common Stock, 1,750
shares  of  Series B Preferred Stock and 3,500 Common Stock Purchase Warrants.

     The  Company  has  also executed a Letter of Intent with JCA for a public
offering  of  its  common  stock. The letter of intent for the public offering
proposes  issuing    up  to 2,850,000 shares of the Company's common stock for
gross proceeds of up to $8 million.  While there can be no assurances that the
Company  will  be  able  to  successfully  complete  the  public offering, the
proposed  public  offering  is  expected  to  occur  during  1998.

     In connection with the private placement and public offerings,  JCA is to
receive  a  underwriting  commission  of  10%  and  an  unaccountable  expense
allowance    of  3%  of  the  gross  proceeds.  In addition, JCA is to receive
warrants  to  purchase  up  to  an  equivalent  of  10%  of  the  Units  sold.

     There  can be no assurance that the Company will be successful in raising
any  funds under the private placement or that it will be able to successfully
complete  a  public  offering  of  its  stock.

     Management  of  the  Company believes that the funds made available to it
through  the  lines  of  credit and the additional funds expected to be raised
through  the  JAC  private  placement will allow it to fund its operations and
establish  the  necessary  infrastructure  and hire employees until sufficient
revenues  are  generated  from  TSN Venture Agreement to sustain the Company's
operations.    However,  there  can  be  no assurance that the Company will be
successful  in raising additional capital or obtaining additional financing or
that  it  will  be  successful  in  its  new  planned  operations.


ITEM  7.      FINANCIAL  STATEMENTS
-----------------------------------

     The  Financial  Statements that constitute Item 7 are included at the end
of  this  report  beginning  on  Page  F-1.

ITEM  8.      CHANGES  IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
------------------------------------------------------------------------------
FINANCIAL  DISCLOSURE
---------------------

     There  were  no  changes  in  accountants  or  disagreements  of the type
required  to  be  reported  under  this  item  between  the  Company  and  its
independent  auditors  during  the  fiscal  year  ended  December  31,  1996.

ITEM  9.         DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
------------------------------------------------------------------------------
COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT
--------------------------------------------------------

     The  following  table  sets  forth  the  names  and  ages  of the current
directors  and  executive  officers  of the Company, the principal offices and
positions with the Company held by each person and the date such person became
a director or executive officer of the Company.  The executive officers of the
Company  are  elected annually by the Board of Directors.  The directors serve
one year terms and until their successors are elected.  The executive officers
serve  terms  of  one year or until their death, resignation or removal by the
Board  of  Directors.    There  are no family relationships between any of the
directors  and  executive  officers.  In addition, there was no arrangement or
understanding  between  any executive officer and any other person pursuant to
which  any  person  was  selected  as  an  executive  officer.

The  directors  and  executive  officers  of  the  Company  are  as  follows:

<TABLE>
<CAPTION>

Name                         Age          Positions
----                         ---          ---------
<S>                          <C>             <C>
Bruce  Deifik                42         Chairman of the Board (1997)
Jeff  P. Gehl                30         President, Chief Executive Officer and
                                        Director  (1996)
Doug  Moreland               49         Director (1997)
Neil  Mulholland             38         Director (1997)
Daniel  Rudden               49         Secretary, Director (1996)
Gordon  Price                53         Director (1996)
</TABLE>

     JEFF  P.  GEHL has been President of of the Company since 1996.  Mr. Gehl
is  a  Graduate  of  the  University  of  Southern California with a degree in
Business Administration.  In 1989, Mr. Gehl founded and served as President of
MMI,  Inc.,  a  technical  search  and  recruiting  firm  which specializes in
temporary,  temporary-to-hire  and  permanent  placement  of  technical
professionals.    MMI  served  the  staffing  needs of manufacturing companies
throughout  the  State of California.  As President of Fanatics Only, Mr. Gehl
is  a  hands-on,  service  oriented  manager  who  has  guided  the  Company's
reorganization,  restructured  the  business  plan  and  implemented  the  new
business strategy.  Mr. Gehl's strengths are in sales, marketing and strategic
planning.

     BRUCE  W.  DEIFIK  joined  the  Company as a Director and Chairman of the
Board  in 1997.  Upon graduation from Texas A&M University in 1977, Mr. Deifik
founded  Sheepskin  Products  Incorporated  in  Greeley,  Colorado.   By 1986,
Sheepskin  Products was grossing $35 million per year and accounted for 52% of
the  raw  sheepskin  products  sold in the United States.  In 1987, Mr. Deifik
sold  Sheepskin  products  to  ConAgra, where he served as a Vice President in
charge  of  the sheep and land divisions for two and one-half years.  In 1989,
Mr.  Deifik founded Integrated Properties, a multi-disciplined commercial real
estate investment firm.  He grew Integrated's holdings to 3200 apartment units
and  3.5  million  square  feet of office space located in Colorado, Texas and
Arizona.    Mr.  Deifik  currently  owns one-third interest in the Hyatt Grand
Champions  Hotel  in  Indian  Wells,  California which is host to the Bob Hope
Desert Classic and Newsweek Tennis Tournament.  Mr. Deifik also owns one-third
interest  in the Hilltop Steakhouse in Boston, Massachusetts.  The Hilltop has
gross  sales  in  excess  of $55 million per year.  Mr. Deifik is an owner and
serves  on  the  Board  of Directors of First Choice Bank, a $200 million bank
located  in  Greeley,  Colorado.    Mr.  Deifik  also  serves  on the Board of
Directors  of  the  National  Jewish  Hospital  and  HealthNet.

     DOUG  MORELAND  joined  the  Company as a Director in 1997.  Mr. Moreland
began  his  career  in the automotive industry in 1969 at Reno Dodge, where he
began  as  a salesman and worked his way to general manager of the dealership.
In 1980, Mr. Moreland became the owner and manager of Cherry Creek Dodge.  Mr.
Moreland  presently  owns  and operates 13 new car franchise dealerships and 4
used  car  and  truck  facilities.    Mr.  Moreland also is involved with J.D.
Byrider  used  vehicle facilities with an associated finance company, CNAC, as
well  as  Brandon Financial, which is also an automotive finance company.  Mr.
Moreland  attended  Brigham  Young  University  and  the University of Nevada.

     NEIL MULHOLLAND joined the Company as a Director in 1997.  Mr. Mulholland
is  a  Senior Vice President with Los Angeles, California based Cushman Realty
Corporation.    In  his  capacity  with Cushman Realty, Mr. Mulholland focuses
solely  on the sale of investment-grade office buildings throughout the United
States.    Mr.  Mulholland  has sold in excess of $166 million during 1996 and
over  $800  million  in  office  buildings  during  the  past five years.  Mr.
Mulholland  also overseas Cushman Realty's Capital Markets Group, a network of
brokers  from  each  Cushman  office  whose  primary  focus  is on the sale of
investment-grade  office buildings.  Mr. Mulholland has a Bachelor's degree in
Business  Administration/Construction  Engineering from Iowa State University.
He  is  a  licensed  real  estate  broker  in  the  State  of Colorado and was
recognized  as the top investment broker for 1995 by the Denver Chapter of the
National  Association  of  Industrial  and  Office Properties.  Mr. Mulholland
serves  on  the  Board of Directors of the 1445 Market Street Corporation, the
Colorado  Chapter  of The Starlight Children's Foundation and The Uptown Stamp
Company.

     DANIEL  RUDDEN,  a  marketing  consultant  to  the  Company, has been the
principal  shareholder and president of Colortyme, Inc. for more than the past
10  years.    Colortyme,  Inc.  is  a vendor and lessor of consumer and office
furniture,  appliances  and  home  and  office  electronic equipment, based in
Denver,  Colorado.    Mr.  Rudden received  a B.A. in Business from St. Mary's
College,  Kansas,  in  1969.

     GORDON  PRICE  joined  the  Company  as  a  director  in 1997.  Mr. Price
attended the University of Colorado on a basketball scholarship where he was a
history  major.    While  working  for the University as a freshman basketball
coach,  Mr.  Price  co-founded  Realty Executives, a rental management company
serving  the  Boulder/Denver  area  and  managing  over 200 rentals.  Eighteen
months  later,  Mr.  Price  started  G.M.  Price  & Company, a development and
building  company  specializing  in  income  property.  Between 1967 and 1975,
approximately  2,157  units  were  built.  The Company gradually expanded into
custom  family homes and was reestablished as the Flagstaff Corporation.  This
company,  to  date,  has  built  and sold over 20 custom homes with an average
price  of  $500,000  per  home.    In  1985,  Mr.  Price  founded  Education
Opportunities  Unlimited, a company that made free college academic recruiting
tapes  accessible to all high school students.  During the summer of 1989, Mr.
Price  started  two  separate  companies, Premier Entrepreneurial Programs and
Entrepreneurial  Opportunities  Unlimited.    PEP  is  a publisher of business
textbooks used by colleges and universities to teach entrepreneurship.  EOU is
a public relations and marketing firm specializing in entrepreneurial training
and  education.    To  date,  both  companies  are  viable entities with gross
revenues  exceeding  two million annually.  Mr. Price is a member of the Board
of  Entrepreneurial  Educational Foundation, a non-profit institution with the
objective  to  further  entrepreneurial  education  worldwide.

COMPLIANCE  WITH  SECTION  16(A)  OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934

Section  16(a)  of  the Securities Exchange Act of 1934 requires the Company's
officers  and  directors,  and  persons  who  own more than ten percent of the
Company's Common Stock, to file reports of ownership and changes  in ownership
with  the Securities and Exchange Commission ("SEC").  Officers, directors and
greater  than  ten  percent  stockholders  are  required by SEC regulations to
furnish  the  Company  with  copies  of  all  Section  16(a)  forms they file.

The  following  disclosure  is based solely upon a review of the Forms 3 and 4
and  any  amendments  thereto  furnished  to  the Company during the Company's
fiscal  year  ended  December  31,  1996,  and  Forms 5 and amendments thereto
furnished  to  the  Company  with  respect  to  such  fiscal  year, or written
representations  that  no  Forms  5 were required to be filed by such persons.
Based  on  this review, no persons who were directors, officers and beneficial
owners  of more than 10% of the Company's outstanding Common Stock during such
fiscal  year  filed  late  reports  on  Forms  3  and  4.


ITEM  10-EXECUTIVE  COMPENSATION
--------------------------------

     Mr.  Gehl  is paid a salary of $10,500 a month.  Mr. Rudden was issued an
Revenue  Participation  Contract  with  a  face  amount  of $50,000 in partial
payment  for  future consulting services.  That Revenue Participation Contract
was  converted  to  Series A Preferred Stock during 1996.  No other officer or
director  receives  or  has  received any compensation from the Company, other
than  reimbursement  for  direct  out-of-pocket  expenses  in  connection with
attendance  at  meetings  of  the  Board  of  Directors.

SUMMARY  COMPENSATION  TABLE

The  Summary  Compensation  Table  shows  certain compensation information for
services  rendered  in all capacities during each of the fiscal years that the
Company  was  in operation by the Jeff Gehl, the Company's President and Chief
Executive  Officer.    Other  than Mr. Gehl, no executive officer's salary and
bonus  exceeded  $100,000  in  1996.    The following information for Mr. Gehl
includes  the dollar value of base salaries, bonus awards, the number of stock
options  granted  and  certain  other  compensation,  if  any, whether paid or
deferred.

<TABLE>
<CAPTION>

                              SUMMARY COMPENSATION TABLE



                                                          Long-term
                 Annual Compensation                 Compensation Awards
            ---------------------------------  ------------------------------
                                                        Number of Number of
Name and                                     Restricted Principal  Warrants
Position at                       Other Annual  Stock   Options    Granted
12/31/96    Year   Salary  Bonus  Compensation  Awards  Granted  Compensation
----------  ----   ------  -----  ------------  ------  -------  ------------
<S>          <C>     <C>    <C>       <C>          <C>    <C>        <C>

Jeff Gehl   1996  $90,000   None      None      50,000  250,000  150,000 
President 
and Chief   1995  $15,000   None      None        None    None     None
Executive
Officer (1)
____________
</TABLE>

(1)     No bonuses have been paid to Mr. Gehl.  In addition, no amounts have
been shown as Other Annual Compensation because the aggregate incremental cost
to the Company of personal benefits provided to Mr. Gehl did not exceed the
lesser of $50,000 or 10% of his annual salary in any given year.


COMPENSATION OF DIRECTORS

Directors do not receive compensation for service as directors.


<PAGE>


ITEM 11-  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
------------------------------------------------------------------------

     The following table sets forth, as of October 31, 1997, certain
information with respect to the Company's equity securities owned of record or
beneficially by (i) each director of the Company; (ii) each person who owns
beneficially more than 5% of each class of the Company's outstanding equity
securities; and (iii) all directors and executive officers as a group.  The
chart set forth below reflects the conversion of 4,062,500 shares of Common
Stock previously held in part by such persons into 1,892,000 shares of Series
B Preferred Stock, which is reconvertible back to Common Stock only when the
Company meets certain earnings goals (and is consequently not included in
common stock below).

<TABLE>
<CAPTION>
                                              
Name and Address of                            Series A          Series B
Beneficial Owner             Common Stock   Preferred Stock   Preferred Stock
------------------           ------------   ---------------   ---------------
<S>                               <C>              <C>            <C>

Daniel Rudden (1)              157,500              62,500          200,000
 7340 East Caley Ave., 
 Suite 215
 Greenwood Village, CO 80111

Bruce Deifik (2)               150,000               25,000         200,000
 c/o Fanatics Only, Inc.
 8204 East Park Meadows Drive
 Littleton, CO 80124

Doug Moreland (3)              165,000               25,000         200,000
 c/o Fanatics Only, Inc.
 8204 East Park Meadows Drive
 Littleton, CO 80124

Neil Mulholland (4)            165,000               25,000         200,000
 c/o Fanatics Only, Inc.
 8204 East Park Meadows Drive
 Littleton, CO 80124

Jeff Gehl (5)                        0                    0         542,000
 440 MacArthur Blvd., Suite 500
 Newport Beach, CA 92660

Gordon Price (6)              202,858               25,000         282,143
 c/o Fanatics Only, Inc.
 8204 East Park Meadows Drive
 Littleton, CO 80124

Ralph H. Grills, Jr. (4)      271,500                    0         100,000
 7025 E. First Avenue
 Denver, CO 80220

George Koustas (1)             20,000               25,000         350,000
 2696 South Colorado Blvd.
 Denver, CO 80222

All directors and officers
 as a group
 (6 persons)                1,090,358              162,500      1,432,143
                            =========              =======      ==========
</TABLE>
____________
(1)     Includes 52,500 shares of common stock issuable upon the exercise of
presently exercisable warrants and 15,000 shares of common stock issuable upon
the exercise of presently exercisable options.  Also includes 10,000 shares of
common stock issuable upon the exercise of presently exercisable warrants and
50,000 shares of Series A Preferred Stock owned by Triple Bogeys LLC, a
company which is beneficially owned 50% by Mr. Rudden.
(2)     Includes 55,000 shares of common stock issuable upon the exercise of
presently exercisable warrants and 15,000 shares of common stock issuable upon
the exercise of presently exercisable options.
[continued next page]

<PAGE>

(3)     Includes 60,000 shares of common stock issuable upon the exercise of
presently exercisable warrants and 15,000 shares of common stock issuable upon
the exercise of presently exercisable options.  Also includes 5,000 shares of
common stock issuable upon the exercise of presently exercisable warrants and
25,000 shares of Series A Preferred Stock owned by Diamond Financial Group,
Inc., a company which is beneficially owned 30% by Mr. Moreland.
(4)     Includes 60,000 shares of common stock issuable upon the exercise of
presently exercisable warrants and 15,000 shares of common stock issuable upon
the exercise of presently exercisable options.
(5)     Includes 250,000 shares of common stock issuable upon the exercise of
presently exercisable incentive stock options.
(6)     Includes 79,286 shares of common stock issuable upon the exercise of
presently exercisable warrants and 15,000 shares of common stock issuable upon
the exercise of presently exercisable options.
(7)     Includes 10,000 shares of common stock issuable upon the exercise of
presently exercisable warrants.
(8)     Includes 10,000 shares of common stock issuable upon the exercise of
presently exercisable warrants.

     The Company believes that the beneficial owners of securities listed
above, based on information furnished by such owners, have sole investment and
voting power with respect to such shares, subject to community property laws
where applicable.  Beneficial ownership is determined in accordance with the
rules of the Commission and generally includes voting or investment power with
respect to securities.  Share of Stock subject to options or warrants
currently exercisable, or exercisable within 60 days, are deemed outstanding
for purposes of computing the percentage of the person holding such options or
warrants, but are not deemed outstanding for purposes of computing the
percentage of any other person.


ITEM 12-CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
-------------------------------------------------------

     In March 1997 the Company obtained a  $1 million line of credit from a
bank.  The line of credit bears interest at The Wall Street Journal published
prime rate and matures in March 1998.  Interest is payable monthly.   Five
members of the Company's board of directors have guaranteed the line of
credit.  In exchange for the guarantee of the line of credit, each of the five
board members will receive 80,000 shares of the Company's common stock,
200,000 shares of Series B Preferred Stock, 50,000 common stock purchase
warrants and 15,000 options to purchase shares of common stock.  The warrants
are exercisable at $5.00 per share and expire in three years. The options are
exercisable at $3.50 per share and are also exercisable for three years.  As
of October 31, 1997 the outstanding balance on this line of credit was
approximately $950,000.

     In November 1997 four members of the Company's board of directors loaned
the Company $500,000.  The unsecured loans are non interest bearing and mature
November 2000.   Three of the four board members will each receive 60,000
shares of the Company's common stock, 150,000 shares of Series B Preferred
Stock, 37,500 common stock purchase warrants and 11,250 options to purchase
shares of common stock.  The fourth board member, who is also the Company's
President, will receive 20,000 shares of the Company's common stock, 50,000
shares of Series B Preferred Stock, 12,500 common stock purchase warrants and
3,750 options to purchase shares of common stock. The warrants are exercisable
at $3.50 per share and expire in three years. The options are exercisable at
$3.50 per share and are also exercisable for three years. The Company has used
the funds from the loan to make the payments required under the MCI
settlement, to continue the development of a call center for The Sporting News
contract and for certain other obligations.


<PAGE>

     PART IV
     -------


ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K
------------------------------------------

EXHIBIT NO.     DESCRIPTION AND METHOD OF FILING
-----------     --------------------------------

(2.0)          Reorganization and Asset Purchase Agreement (1)
(3.1)          Articles of Incorporation (as amended) (1)
(3.2)          Bylaws (1)
(4.1)          Amendment to Articles for Designation of Series A Preferred
               Stock and Series B Preferred Stock
(4.2)          Restated Amendment to Articles for Designation of Series A
               Preferred Stock and Series B Preferred Stock
(4.3)          Subscription Agreement for Bridge Loans from October 1996 to
               April 1997 (form 1 and 2)
(4.4)          Form of Bridge Note (form 1)
(4.5)          Form of Bridge Warrant (form 1)
(4.6)          Form of Bridge Note (form 2)
(4.7)          Form of Bridge Warrant (form 3)
(4.8)          Subscription Agreement for Bridge Loans in April 1997 (form 3)
(4.9)          Form of Bridge Note (form 3)
(4.10)         Form of Bridge Warrant (form 3)
(4.11)         Subscription Agreement for Bridge Loans in April 1997 (form 4)
(4.12)         Form of Bridge Note (form 4)
(4.13)         Form of Bridge Warrant (form 4)
(4.14)         Subscription Agreement for Bridge Loan in October 1997 (form 5)
(4.15)         Form of Bridge Note (form 5)
(10.1)         Patent License Agreement (2)
(10.2)         MCI SCA Agreement (2)
(10.3)         MCI Development Agreement (2)
(10.4)         STATS, Inc. letter agreement of November 29, 1995 (2)
(10.5)         STATS, Inc. License Agreement (2)
(10.6)         Form of Revenue Participation Contract (2)
(10.7)         Incentive Stock Option Plan (2)
(10.8)         Addendum to Patent License Agreement dated October 19, 1996
(10.9)         Broker/Dealer Agreement with Centex Securities dated May 1997
(10.10)        Broker/Dealer Agreement with Baron Chase Securities dated
               September 1997
(10.11)        Note from the Company to MCI dated October 20, 1997
(10.12)        Joint Venture Agreement between the Company and American
               Sports Concepts for the WIN America Promotion dated November 1996
(10.13)        Agreement between Integrated Sports International and the
               Company dated as of March 27, 1996
(10.14)        Agreement between Calder Race Course and the Company dated
               October 10, 1996
(10.15)        Broker/Dealer Agreement with Alpine Securities dated October
               1997
(10.16)        Agreement between the WIN America Joint Venture and the San
               Francisco Giants dated April 1997
(10.17)        Office Lease for Company's office space dated November 1,
               1997
(10.18)        Loan Agreements between the Company and certain Directors
               dated November 10, 1997
(10.19)        Venture Agreement between the Company and The Sporting News
               dated July 31, 1997
(10.20)        Line of Credit documents for $1,000,000 line of credit from
               1st Choice Bank of Greeley dated March 18, 1997
(10.21)        Guarantees from directors for Line of Credit dated March 1997
(10.22)        Engagement Letter between the Company and Joseph Charles &
               Associates, Inc. for private placement dated October 27, 1997
(10.23)        Letter of Intent between the Company and Joseph Charles &
               Associates, Inc. for proposed public offering dated October 27,
               1997
(27)           Financial Data Schedule

Footnotes:
(1)  Incorporated by reference from exhibits filed with Form 8-K, filed on
January 5, 1996.
(2)  Incorporated by reference to the Company's 1995 Annual Report on Form
10-KSB.


The Company filed no reports on Form 8-K for the fiscal year ended December
31, 1996.

<PAGE>

     SIGNATURES

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

     FANATICS ONLY, INC.

Date: December 12, 1997          By:/s/ Jeff Gehl
                                ----------------
     Jeff Gehl
President and Chief Executive
Officer

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.


Date: December 8, 1997          By:/s/ Jeff Gehl
                                ----------------
     Jeff Gehl, President,
Chief Executive Officer and Director (also Chief Financial and
Accounting Officer)

Date: December 12, 1997          By:/s/ Bruce Deifik
                                -------------------
     Bruce Deifik, Chairman of the Board

Date: December 12, 1997          By:/s/ Doug Moreland
                                --------------------
     Doug Moreland, Director

Date: December 12, 1997          By:/s/ Neil Mulholland
                                ----------------------
     Neil Mulholland, Director

Date: December 12, 1997          By:/s/ Daniel Rudden
                                --------------------
     Daniel Rudden, Director

Date: December 12, 1997          By:/s/ Gordon Price
                                -------------------
     Gordon Price, Director

<PAGE>
                              FANATICS ONLY, INC.

                           FINANCIAL STATEMENTS AND
                         INDEPENDENT AUDITORS' REPORT
                          DECEMBER 31, 1996 AND 1995









<PAGE>
                              FANATICS ONLY, INC.
                         (A DEVELOPMENT STAGE COMPANY)



                               TABLE OF CONTENTS
                               -----------------


                                                                       Page
                                                                       ----


Independent  Auditors'  Report                                           F-2

Financial  Statements

     Balance  Sheet                                                      F-3

     Statements  of  Operations                                          F-4

     Statement  of  Changes  in  Stockholders'  Deficit                  F-5

     Statements  of  Cash  Flows                                         F-6

Notes  to  Financial  Statements                                         F-7




<PAGE>




                         INDEPENDENT AUDITORS' REPORT

To  the  Board  of  Directors
Fanatics  Only,  Inc.
Denver,  Colorado


We  have  audited  the  accompanying  balance sheet of Fanatics Only, Inc., (a
development stage company) as of December 31, 1996, and the related statements
of  operations,  changes in stockholders' deficit, and cash flows for the year
ended  December  31, 1996 and for the period from inception (October 10, 1995)
to  December  31,  1995  and  1996.    These  financial  statements  are  the
responsibility of the management of Fanatics Only, Inc.  Our responsibility is
to  express  an  opinion  on  these  financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly, in
all  material  respects,  the  financial  position  of  Fanatics Only, Inc. (a
development  stage  company)  as  of December 31, 1996, and the results of its
operations  and  its  cash  flows for the year ended December 31, 1996 and the
period  from  inception  (October  10, 1995) to December 31, 1995 and 1996, in
conformity  with  generally  accepted  accounting  principles.

The  accompanying  financial  statements  have been prepared assuming that the
Company  will  continue  as  a going concern.  The Company has incurred losses
from  operations,  is  yet  to  generate significant revenues from its planned
principal  operations  and  has been unable to meet its obligations related to
games  run  to date that raise substantial doubt about its ability to continue
as  a  going  concern.    Management's  plans  in  regard to these matters are
discussed  in Note 8 to the financial statements.  The financial statements do
not  include  any  adjustments  that  might  result  from  the outcome of this
uncertainty.




                                        /s/Ehrhardt Keefe Steiner & Hottman PC
                                           Ehrhardt Keefe Steiner & Hottman PC
October  23,  1997
Denver,  Colorado

<PAGE>
                              FANATICS ONLY, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                                 BALANCE SHEET
                               DECEMBER 31, 1996


                                    ASSETS

<TABLE>
<CAPTION>
<S>                                            <C>
Current assets
 Cash                                        $    136
 Accounts  receivable                          10,000
 Prepaid  expenses                              3,434
                                              -------
     Total  current  assets                    13,570
                                              -------

Property and equipment, at cost, 
 net of accumulated depreciation of $4,724     22,497
                                              -------

Other asset (Notes 2 and 3)
 Organizational costs, net of 
  accumulated amortization of $4,792           7,708
                                              ------

     Total  assets                         $  43,775
                                           =========

                     LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
 Checks  written  in  excess  of 
   bank  balance                           $ 165,858
 Notes  payable  (Note  9)                 1,349,991
 Accounts  payable  (Note  2)                687,184
 Accrued  expenses  (Note  2)                407,840
 Accrued  prizes  (Note  2)                  428,099
                                           ---------
     Total  current  liabilities           3,038,972
                                           -----------

Commitments and contingencies 
 (Notes 2, 3, 8 and 10)

Stockholders' deficit (Notes 2, 6, 7 and 10)
 Series A Preferred Stock, no par value, 
  768,750 shares authorized, no shares
  issued and outstanding                         -
 Series A Preferred Stock subscribed,
  768,750 shares; liquidation preference 
  $12,636                                 3,075,000
 Series B Preferred Stock, no par
  value, 4,000,000 shares authorized,
  1,892,000 shares issued and 
  outstanding; liquidation preference $0      8,782
 Series  B  preferred  stock  subscribed     50,000
 Common stock; no par value; 50,000,000
  shares authorized; 4,864,376 shares
  issued and outstanding                  3,517,287
 Deficit  accumulated  during
  the  development  stage                (9,646,266)
                                        -----------
                                         (2,995,197)
                                        -----------

   Total  liabilities  and
     stockholders'  deficit               $  43,775
                                          =========

</TABLE>

                       See notes to financial statements.
                                     F-3

<PAGE>

                             FANATICS ONLY, INC.
                        (A development Stage Company)

                           STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>


                                              October 10,       October 10,
                               For the Year      1995              1995
                                  Ended      (Inception) to    (Inception) to
                               December 31,   December 31,      December 31,
                                   1996          1995              1996
                               ------------  --------------   ----------------
<S>                               <C>             <C>               <C>

Revenues
 Game  sales                   $    342,538    $        -       $     342,538
 Merchandise  sale                  120,367             -             120,367
 Interest  income                     5,977             -               5,977
                                    -------          -----            -------
   Total  revenues                  468,882             -             468,882
                                    -------          -----            -------
Costs  and  expenses
 General  and  administrative     2,074,630        869,847          2,944,477
 Advertising  and  promotional 
   expenses                       3,761,461        989,869          4,751,330
 Cost  of  participant  kits
   and  merchandise               1,679,363             -           1,679,363
 Interest  expense                   94,417             -              94,417
 Write-off of goodwill and 
  licensing rights (Note 2)         455,709             -             455,709
 Write-off  of investment
   in joint venture                 177,216             -             177,216
                                   --------        --------          --------
   Total  costs  and expenses     8,242,796      1,859,716         10,102,512
                                   --------        --------          --------

Net  loss                      $ (7,773,914)  $ (1,859,716)       $(9,633,630)

Preferred  stock  dividends
  (Note  6)                         (12,636)            -             (12,636)
                                   --------         ------           --------

Net  loss  applicable  to 
  common  stockholders        $  (7,786,550)  $ (1,859,716)       $(9,646,266)
                              =============     ==========         ==========

Net  loss  per  common
  share                       $        (.93)  $       (.23)       $     (1.16)
                                    =======        =======           ========

Weighted  average
 common  shares  outstanding      8,374,465      8,071,400          8,331,170
                                 ==========     ==========          =========
</TABLE>

                             See notes to financial statements.
                                           F-4

<PAGE>


                             FANATICS ONLY, INC.
                       (A Development Stage Company)

                 STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
       FOR THE PERIOD OCTOBER 10, 1995 (INCEPTION) TO DECEMBER 31, 1996

<TABLE>
<CAPTION>

                        Members'      Preferred A           Preferred B
                        Capital     Shares     Amount     Shares     Amount
                        -------     ------     ------     ------     ------
<S>                      <C>          <C>        <C>        <C>        <C>


Balance, October 10,
 1995 (date of
 inception)           $  10,000        -     $       -       -      $       -  

Issuance of common
 stock per the
 reverse acquisition
 agreement (Note 8)    (10,000)        -             -       -              -  

Adjustment to reflect
 reverse acquisition
 (Note 8)                   -          -             -       -              -  

Net loss for the 
 two months ended 
 December 31, 1995          -          -             -       -              - 
                       ---------   --------    ----------  --------      ------

Balance, December 31,
 1995                       -          -             -       -              - 

Issuance of common
 stock at $3.50 per
 share, net of 
 $20,000 of offering 
 costs (Note 6)             -          -             -       -              -  

Subscription of 
 100,000 shares of
 Series B Preferred
 Stock at $.50 per 
 share (Note 6)             -          -             -       -              -  

Preferred  stock
  dividends                 -          -             -       -              -

Conversion of
 revenue participation 
 contracts into 
 768,750 shares of 
 Series A Preferred 
 Stock (Note 2)             -      768,750      3,075,000    -              - 

Conversion of 
 common stock into
 Series B Preferred 
 Stock (Note 6)             -          -             -   1,892,000       8,782

Net loss for the 
 year ended 
 December 31, 1996          -          -             -       -              - 
                         -------    -------       -------  --------      ------

Balance at 
 December 31, 1996       $  -       768,750    $3,075,000 1,892,000      $8,782
                         ========   ========    ========= =========       =====

</TABLE>

Continued on the following page.

<TABLE>
<CAPTION>
                                                                    Deficit
                         Series B                                  Accumulated
                      Preferred Stock       Common Stock              from
                        Subscribed       Shares       Amounts       Inception
                      ---------------    ------       -------      -----------
<S>                        <C>             <C>          <C>            <C>

Balance, October 10,
 1995 (date of
 inception)            $       -            -          $     -     $       -

Issuance of common
 stock per the reverse
 acquisition agreement
 (Note 8)                      -         6,420,000      10,000             -

Adjustment to reflect
 reverse acquisition
 (Note 8)                      -         1,651,400     541,884        (549,538)

Net loss for the
 two months ended
 December 31, 1995             -               -            -       (1,310,178)
                        ------------     ----------  ----------    -----------

Balance, December 31,
 1995                          -         8,071,400     551,884      (1,859,716)

Issuance of common 
 stock at $3.50 per
 share, net of $20,000
 of offering costs
 (Note 6)                      -           855,476   2,974,185            -

Subscription of 100,000
 shares of Series B
 Preferred Stock at $.50
 per share (Note 6)          50,000           -           -               -

Preferred stock
 dividends                     -              -           -           (12,636)

Conversion of revenue
 participation contracts
 into 768,750 shares
 of Series A Preferred
 Stock (Note 2)                -               -           -             -

Conversion of common
 stock into Series B
 Preferred Stock
 (Note 6)                      -         (4,062,500)    (8,782)          -

Net loss for the
 year ended December 31,
 1996                          -               -           -        (7,773,914)

Balance at December 31,
 1996                       $ 50,000      4,864,376 $3,517,287     $(9,646,266)

                           =========      =========  =========      ===========
</TABLE>

                      See notes to financial statements.
                                 F-5

<PAGE>


                          FANATICS ONLY, INC.
                    (A Development Stage Company)

                       STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                             For the Year   October 10, 1995   October 10, 1995
                                 Ended       (Inception) to    (Inception) to
                             December 31,     December 31,       December 31,
                                 1996             1995               1996
                             ------------    --------------    --------------
<S>                             <C>                 <C>              <C>
Cash flows from operating 
 activities
 Net  loss                    $(7,786,550)     $(1,859,716)       $(9,646,266)
                           ---------------   -------------       -------------
 Adjustments to reconcile
  net loss to net cash 
  used by operating 
  activities -
   Depreciation  and  
    amortization                   44,363            8,277             52,640
   Revenue participation 
    contract for services              -                -              50,000
   Write-off of goodwill 
    and  licensing  rights        455,709               -             455,709
   Write-off  of  investment
    in  joint  venture            177,216               -             177,216
   Changes in assets and
    liabilities -
     Accounts  receivable         (10,000)              -             (10,000)
     Prepaid  expenses             49,291           (2,725)            (3,434)
     Checks  written  in  
      excess  of  bank  balance   165,858                -            165,858
     Deferred participation
      kit costs                   120,375         (120,375)                -
     Accounts payable, accrued 
      expenses and accrued 
      prizes                    1,998,608           80,006          2,078,614
                                ----------         -------         ----------
                                3,001,420          (34,817)         2,966,603
                                ----------       ---------         -----------
        Net cash used by
          operating activities (4,785,130)      (1,894,533)        (6,679,663)
                             ------------        ---------          ---------

Cash flows from investing
 activities
 Purchase of property
   and  equipment                (11,385)         (15,836)           (27,221)
 Organizational costs                -            (12,500)           (12,500)
 Investment  in  joint
   venture                      (177,216)              -            (177,216)
 Acquisition  of 
  licensing  rights 
   and  goodwill                     -           (498,833)          (498,833)
                                ---------        --------            -------
      Net cash used
       by investing 
       activities               (188,601)        (527,169)          (715,770)
                                 --------         -------            -------

Cash flows from financing
 activities
 Proceeds from notes
  payable                        794,500              -              794,500
 Revenue participation
  contracts                          -          3,025,000          3,025,000
 Payment of offering costs           -            (74,785)           (74,785)
 Proceeds from common stock 
  and subscribed stock         3,098,970          551,884          3,650,854
                               ---------        ---------          ---------
      Net cash provided
       by financing 
       activities              3,893,470        3,502,099          7,395,569
                               ---------        ---------          ---------

Net (decrease) increase
  in cash                     (1,080,261)       1,080,397                136

Cash - beginning of period     1,080,397              -                    -
                             -----------        ---------          ---------

Cash  -  end  of  period        $    136       $1,080,397             $  136
                             ===========        =========             ======
</TABLE>

Supplemental  disclosure  of  non-cash  financing  activity
     During  the  period  ended  December 31, 1995, the Company entered into a
$50,000 revenue participation contract for future services included in prepaid
expenses  (Note  4).

     During the year ended December 31, 1996, the Company converted $3,075,000
of  revenue  participation  contracts  into Series A Preferred Stock valued at
$3,075,000.    Additionally, during 1996, the stockholders converted 4,062,500
shares  of common stock into 1,892,000 shares of Series B Preferred Stock with
a  value  of  $8,782.

     During 1996, the Company converted $555,491 of accounts payable to a note
payable  (Note  2).

                            See notes to financial Statements
                                           F-6


<PAGE>
                              FANATICS ONLY, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS



NOTE  1  -  ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
-----------------------------------------------------------------------------

Organization  and  Description  of  Business
--------------------------------------------

On  October  10, 1995 Fanatics Only, Inc. (the "Company") began operations and
was  legally  formed  as  a  limited  liability  corporation under the laws of
Colorado  on  November  13,  1995.   In December 1995, the Company completed a
reverse  acquisition  with Cashbuilder, Inc. (Note 7).  The Company's business
through  1996  was  to  develop, produce, market and operate fantasy games and
game kits to the public, and to sell services and merchandise related thereto.
The  Company's  new primary business will utilize its Fantasy Game concept and
game  operation  expertise  to  provide turn-key sweepstakes and promotions to
large  corporate  sponsors,  professional  sports  teams and other third party
entities,  while  attempting  to  build a large, and demographically specific,
database  to  which  the  Company may market a variety of related products and
services.    The  Company expects to generate revenue through two main revenue
centers;  (1)  game operations contracts to run third party Fantasy Games; and
(2)  mass-market,  free  entry,  sponsor-driven  Fantasy  Games.

Advertising  Costs
------------------

The  Company expenses advertising costs as incurred except for direct-response
advertising,  which  is capitalized and amortized over its expected period for
future  benefits.    Direct  response advertising consists primarily of radio,
print  and  television  advertisements nationwide to elicit sales of game kits
and  will  be  recognized  in  conjunction  with  the related revenue over the
fantasy  game.    At  December  31,  1996,  the  Company  had not deferred any
advertising  costs.    Due  to  a  change  in  the Company's primary business,
management  does  not  anticipate  significant  expenditures  for  future
advertising.

Property  and  Equipment
------------------------

Property  and  equipment  are  recorded  at  cost  and  are  depreciated  on a
straight-line  basis  over  the  estimated  lives  of  five  to  seven  years.

Licensing  Rights
-----------------

The  Company's cost of obtaining and licensing rights to patents was stated at
cost  and  was  being  amortized  on a straight line basis over thirteen years
(Note  2).

Goodwill
--------

The  Company's  cost of acquiring a 50% interest in a corporation was recorded
as  goodwill  and  was  being  amortized  over  13  years  (Note  2).


Organization  Costs
-------------------

Organization  costs  are recorded at cost and are amortized on a straight line
basis  over  five  years.

Revenue  Recognition
--------------------

The  Company  entered  into  revenue  participation  contracts  which entitled
holders  to  future  royalty and other revenues based on Company sales of game
kits  to  participants.   The proceeds from sales of the revenue participation
contracts were deferred and were to be amortized as revenue using the ratio of
current  revenues from game kit sales to total anticipated gross revenues from
kit  sales  over  the  life  of  the  contracts.    During 1996, these revenue
participation contracts were converted into shares of Series A Preferred Stock
by  the  Company  (Notes  2  and  6).

Revenue  from  sales  of fantasy game kits is deferred and recognized over the
related  fantasy  game season (i.e., for baseball, from approximately April to
September).    Direct  costs  related  to each specific fantasy game for which
revenue  has  not  been  recognized,  will  be deferred, only to the extent of
revenue,  and  recognized  in  conjunction  with  the related revenue over the
fantasy  game  season.

Income  Taxes
-------------

The  Company  calculates and records the amount of taxes payable or refundable
currently  or  in future years for temporary differences between the financial
statement  basis  and  income tax basis based on the current enacted tax laws.

Temporary  differences  are  differences  between  the tax basis of assets and
liabilities  and  their reported amounts in the financial statements that will
result  in  taxable  or  deductible  amounts  in  future years.  The Company's
temporary  differences  result  primarily  from  operating loss carryforwards.

Loss  Per  Common  Share
------------------------

Loss  per  common  share  is  computed  by dividing the net loss applicable to
common  stockholders  by the weighted average common shares outstanding during
the  period.    All  warrants  and  options to purchase common stock have been
excluded  because  the  effect  would  be  antidilutive.

Use  of  Estimates
------------------

The  preparation of financial statements in conformity with generally accepted
accounting  principles  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 reporting period.
Actual  results  could  differ  from  those  estimates.

Financial  Instruments
----------------------

The  carrying  value  of  the  Company's  cash,  accounts receivable, accounts
payable  and  accruals  and notes payable approximate their fair values due to
the  short-term  nature  of  the  financial  instruments.

Investment  in  Joint  Venture
------------------------------

The  Company  had  an  investment  in a joint venture which is reported on the
equity  method  of  accounting  (Note  3).


NOTE  2  -  COMMITMENTS  AND  CONTINGENCY
-----------------------------------------

Licensing  Agreement
--------------------

The  Company  entered into a License Agreement for $200,000 plus approximately
$23,000  of  legal  and  consulting fees whereby the Company had the exclusive
right  to  use  certain  patents  owned  by  the  licensor in the development,
production  and  sale  of  fantasy  games.

The Company was also required to pay royalties to the licensor equal to 10% of
the  gross  revenues  from  sales of patented products to participants playing
fantasy  games  including  game  related  services,  five percent of wholesale
revenues  from  other  Company  merchandise which is not related to games, and
fifty  percent  of  royalties  or  other  passive  revenues  of  the  Company
attributable  to  wholesale game related merchandise sales by sublicencees and
to  affiliates  of the Company (33 percent if attributable to non-game related
merchandise).    If  any  consulting services were provided in addition to the
first $5,000 per month as discussed above, the Company was to receive a credit
against the royalties for the additional consulting services provided and paid
for.

During the period ended December 31, 1996, the Company paid no royalties under
the  agreement,  as  excess  consulting  services  discussed  above  exceeded
royalties  due  under  the  agreement.

In  order to maintain the exclusive rights, the License Agreement required the
Company  to obtain certain performance criteria.  The Company did not meet the
minimum yearly payments for year 1; therefore, forfeited its exclusive rights.
The  Company still has the right to promote the production and sale of fantasy
games.   As a result of losing the exclusive right to the patented technology,
the significant losses to date from the Company's initial two games sales, and
because  management  does  not  believe  the  license  provides  it  with  any
competitive advantage, the License Agreement with a net book value of $203,626
was  fully  impaired  and  therefore  written  off  as  of  December 31, 1996.

Separately,  and  in  conjunction  with  obtaining  the License Agreement, the
Company  acquired  outstanding common stock of a corporation, which previously
owned  the patents, for $275,000.  No Company officer, director or stockholder
was  an  officer,  director, or principal stockholder in the entity from which
the  Company  purchased  the  common  stock.    Additionally,  the Company was
required  to  pay  the  individual a royalty of $0.25 per game kit until total
aggregate  royalties  of  $275,000  were  paid,  and  thereafter increase to a
royalty  of  $0.50  per  game kit.  For the period ended December 31, 1996, no
material  royalties  were  due  under the contract due to limited sales of its
first  two  game  kits.

Due  to  significant  operating losses, the corporation's liabilities exceeded
its assets by approximately $625,000 at December 31, 1995.  The purchase price
was  allocated  to  goodwill  in  the  accompanying financial statements.  The
goodwill  associated with the acquisition was being amortized over the life of
the  underlying  patent  or  13  years  until  December  31, 1996 when, due to
re-occurring  operating  losses  of  the  Company,  the Company determined the
goodwill to have been fully impaired and therefore wrote off the remaining net
book  value  of  the  goodwill  of  $252,083.

Media  Service  Agreement
-------------------------

The  Company  entered into an agreement with a marketing company, in which two
stockholders  (of  which  one  was  a Director and Officer) of the Company own
minority  interests, for $770,000.  Under the agreement, the marketing company
was  to  obtain  contracts  with celebrity spokespersons and locate commercial
airtime  for  a  four  game  sport  season,  commencing with the 1996 baseball
season.   The Company was to make royalty payments equaling $1.00 per game kit
sold  for each sport advertised by the marketing company and had the option to
terminate  the  agreement  on  thirty  days  written  notice  to the marketing
company,  in which case, royalty payments would cease at the end of the thirty
day period.  As of December 31, 1995, the Company paid the initial $770,000 to
the  marketing  company and expensed the costs.  No material royalties are due
under  the contract at December 31, 1996 due to limited sales of its first two
game  kits.

The  marketing  company  paid $112,500 to two stockholders as a commission for
the  Company  entering  into  the  media  service  contract  and an additional
$180,000  to  creditors  of  one  of  the  stockholders.    During  1996,  the
stockholders  reimbursed the $292,500 total payments to the marketing company.

During  1997,  the  Company sent notices to the marketing company requesting a
refund of a portion of the $770,000.  Management of the Company believes it is
due  a refund for services that were not performed as agreed.  There can be no
assurance that the Company will be successful in recovering all or any portion
of  the $770,000 and therefore no asset has been reflected in the accompanying
balance  sheet.

Revenue  Participation  Contracts
---------------------------------

The  Company  entered  into  revenue  participation  contracts ("RPC's") which
entitled  holders  to a royalty payment of $0.50 per game kit sold during each
specific  quarter  (based  on  a $100,000 unit).  In addition, each holder was
also  entitled  to  a  pro  rata share of sixty percent of the Company's gross
profit  from  sources  of  revenue  related to the Company's License Agreement
sales.    The  Company  has  accrued  $82,500 of royalties for game kits sold.

During  1996, the holders of the RPC's converted the contracts and all related
rights  into  768,750 shares of Series A Preferred Stock which were subscribed
at  December  31,  1996  and  issued  in August 1997.  The Company also issued
warrants  to  purchase 153,750 shares of the Company's common stock as part of
the RPC conversion.  The warrants are exercisable through December 31, 1998 at
$5.00  per  share.

Lease
-----

The  Company  leased  office  space  under an agreement which was to expire in
November  1998.  During 1996, the Company paid $10,000 to terminate the lease.
In  conjunction  with  the joint venture (Note 3), the Company signed on three
store  leases  which  expire  through  2006.

Rent expense was $2,822 for the two months ended December 31, 1995 and $44,114
for  the  year  ended  December  31, 1996 which includes the terminated office
lease.

Service  Contracts
------------------

In  February  1996,  the Company entered into a one year service contract with
MCI  Telecommunications  Corporation  (MCI) primarily to provide live operator
services  at  pre-established  rates.

Concurrently,  the  Company  entered  into  a  30  month agreement with MCI to
establish,  maintain  and  update participant files and to provide participant
support.    Under  the  agreement,  the  Company must meet certain performance
criteria  as  follows:

     During  each  year, generate $1,800,000 of revenues from participants for
the  corporation  including  at least $1,200,000 from the use of an 800 number
service.

If  during  any year after the 1996 ramp up period, the revenues to MCI do not
meet  the  $1,200,000,  the  Company  is  required to pay an under-utilization
charge  equal  to 100% of the difference between the discount rate applied and
MCI's  standard  rates.

The  Company  is  currently  negotiating new contracts with MCI as part of the
Venture  Agreement  with  The  Sporting  News  (Note  10).

Because the number of participants playing the two fantasy games (baseball and
football)  the  Company  operated  during  1996 did not meet expectations, the
Company was unable to meet the minimum revenue requirements outlined above and
incurred  significant  operating  losses.   As a result, in November 1996, the
Company  executed  a  promissory note with MCI for all amounts it owed to MCI.
The $605,491 promissory note required an initial payment of $50,000 and twelve
equal  monthly  principal  and interest payment of $48,547 each (Note 9).  The
unsecured  note was to mature November 20, 1997 and had an interest rate of 9%
per annum.  The Company made the first six payments under the note, but due to
cash  restrictions  was  unable to make the six additional payments (Note 10).

During  1996,  the Company entered into an agreement with a management company
for  management,  marketing  and  sales  services  for a two year period.  The
agreement  required  the  Company to pay $15,000 per month.  Additionally, the
Company  was  to pay the management company a 15% commission on gross revenues
generated  by  the  Company and a $1.00 fee for every kit sold per sport.  The
fee  increases  to  $1.50  after 50,000 kits are sold per sport.  One half, or
$7,500  of  the  monthly  payments  are  a  credit against monthly commissions
earned.

Prizes
------

In  connection  with the Company's first two games, baseball and football, the
Company  has  obligations to pay prizes to weekly and yearly game winners.  As
of  December  31,  1996,  the  Company  had  accrued  $428,099  for  cash  and
merchandise prizes.  Due to working capital deficiencies at December 31, 1996,
the Company was unable to meet these obligations.  Subsequent to year end, the
Company  was  able  to  satisfy  certain  prizes  out  of  proceeds  from  the
line-of-credit  (Notes  9  and  10).


NOTE  3  -  JOINT  VENTURES
---------------------------

In  November  1996,  the  Company  entered  into  a  letter  of intent with an
unrelated  company  (the Partner) to form a joint venture.  The joint venture,
Win  America  Promotions(WIN),  is  owned  50%  by  the Company and 50% by the
Partner.    The  joint  venture  was  formed  to  develop,  market and operate
mass-market,  free entry, sponsor driven fantasy sports games.  As of December
31,  1996,  the Company had not made any contributions to WIN and therefore no
investment  is  reflected in the accompanying balance sheet.  In addition, WIN
had  minimal  activity for the period from inception through December 31, 1996
and therefore the Company did not record any equity in the income or loss from
this  joint  venture.

During  1997,  the  Company has contributed $140,000 in cash to WIN.  However,
the  Company  and  the  Partner  are  currently  negotiating  the  additional
contributions  the  Company  will be required to make in order to maintain its
50% ownership in WIN.  Based on the Company's current working capital position
there can be no assurance that the Company will be able to meet the additional
capital requirements.  Therefore, there can be no assurance of what portion of
the  Company's  investment  in  WIN  it  may  realize.

Retail  Stores  Joint  Venture
------------------------------

During  1996, the Company entered into a joint venture agreement with a retail
sports  apparel  company.  The joint venture was formed to sell sports apparel
and  the  Company's  games  and  merchandise  primarily through factory outlet
centers.  The parties subsequently entered into a letter of intent whereby the
Company was to purchase all of the sports apparel company's assets in exchange
for  300,000  shares  of the Company's common stock.  As of December 31, 1996,
the  Company  had  contributed  $177,216  to  the  joint venture and the joint
venture  had  opened  three  stores.

During  the first half of 1997, the Company contributed an additional $200,000
to  the  joint  venture  and  paid  expenses of $36,717 on behalf of the joint
venture.    In  October  1997, the sports apparel company notified the Company
that it was liquidating all of the assets of the joint venture and closing all
of the retail stores.  Therefore, the joint venture is being dissolved and the
Company's  investment in the joint venture is fully impaired.  The Company has
written  off  its  investment of $177,216 in this joint venture as of December
31,  1996.    In  addition,  as  a part of this joint venture, the Company had
signed three retail space leases which were set to expire through 2006.  As of
October 23, 1997 the Company was negotiating settlements on these three leases
for  approximately  $100,000  which  is  included  in  accrued expenses in the
accompanying  1996  financial  statements.


NOTE  4  -  RELATED  PARTY  TRANSACTIONS
----------------------------------------

The  Company  entered  into  a  $50,000  revenue participation contract with a
Stockholder  and  Director  for  future  services.   Additionally, the Company
entered  into a $100,000 revenue participating contract with a Stockholder and
Director  for  cash  (Note  2).   During the year ended December 31, 1996, the
revenue  participation  contracts  were converted to 37,500 shares of Series A
Preferred  Stock  (Notes  2  and  6).


NOTE  5  -  INCOME  TAXES
-------------------------

The  Company  has  net  operating  loss  carryforwards at December 31, 1996 of
approximately  $9,600,000,  which  expire  in  the  years  1999  through 2011.

At  December  31,  1996, the Company has recorded a deferred tax asset for the
net  operating  loss  of  approximately  $3,552,000,  and  has provided a 100%
valuation  allowance  on  the  deferred tax asset due to uncertainty as to the
ultimate  utilization of the net operating loss carryforwards.  As a result of
the  anticipated  future  equity  transactions,  there  could  be  a change in
ownership  which  could  limit  the  recognition  of  net  operating  loss
carryforwards  in  the  future.


NOTE  6  -  STOCKHOLDERS'  DEFICIT
----------------------------------

Reverse  Stock  Split
---------------------

Effective  December  15, 1995, the Board of Directors approved a 1:100 reverse
stock  split  and  a  decrease  in  the  number of authorized common shares to
50,000,000.    Additionally,  the  Board approved an increase in the number of
authorized preferred shares from 1,000,000 to 5,000,000 and elimination of the
par  value  of  the  preferred  shares,  changing them into shares without par
value.    All  shares  and per share amounts have been restated to reflect the
reverse  split.

Preferred  Stock
----------------

Series  A  Preferred  Stock  -  The  Board of Directors has designated 768,750
---------------------------
shares of preferred stock as Series A Preferred Stock.  The Series A Preferred
-----
Stock  is non-voting, earns cumulative dividends at the rate of 10% per annum,
unpaid  dividends  with  a liquidation preference to common stock and Series B
Preferred  Stock,  and  is  convertible into common shares of the Company on a
one-for-one  basis  as  follows:

(1)         By the holders of the Series A Preferred Stock if the common stock
trades  at  a  price  of  at  least  $8.00 per share for at least 20 out of 30
trading  days.    Such  conversion  by  the  holders  shall be possible for 30
calendar  days  after  the  date the notice of convertibility is given to such
holders  by  the  Company.

(2)       By the Company if (a) the common stock trades at a price of at least
$10.00  per  share  for  at  least 20 out of 30 trading days and (b) the daily
trading  volume  of  the  common  stock during such 20 out of 30 days has been
equal  to  at  least 1% of the total outstanding shares of common stock.  Such
conversion  by the Company shall be effective as of the date of notice thereof
to  such  holders.

(3)         Dividends are to be paid to holders of record on April 30, of each
year.   To the extent dividends are not paid in cash, dividends are to be paid
by  issuing  shares  of  common  stock.


The  Series  A  Preferred  Stock  and the shares of common stock issuable upon
conversion  of the Series A Preferred Stock have piggyback registration rights
in  the  event  the  Company  undertakes  a  registration  of  its  shares.

Series  B  Preferred  Stock  - The Board of Directors has designated 4,000,000
---------------------------
shares  of Preferred Stock for issuance as shares of Series B Preferred Stock.
---
During  1996,  certain  management  and  shareholders of the Company exchanged
4,062,500  shares  of  common stock for 1,892,000 shares of Series B Preferred
Stock.

The  Series  B  Preferred  Stock  is non-voting, has no liquidation rights and
receives  no  dividends.

Shares  of Series B Preferred Stock shall be convertible to common stock, on a
one-for-one  basis,  as  follows:

(1)     All issued and outstanding shares of Series B Preferred Stock shall be
converted  to  shares  of  common stock if the Company has earned after tax at
least  the  following amounts per share on a fully diluted basis: $.35 for the
year  ending  December  31,  1996; $.39 for the year ending December 31, 1997;
$.41  for the year ending December 31, 1998; $.47 for the year ending December
31,  1999;  or  $.51  for  the  year  ending  December  31,  2000.

(2)          A  total  of 75% of the issued and outstanding shares of Series B
Preferred  Stock shall be converted to shares of Common Stock on a one-for-one
basis  if  the Company has earned after tax at least the following amounts per
share  on  a  fully diluted basis; $.26 for the year ending December 31, 1996;
$.29  for the year ending December 31, 1997; $.31 for the year ending December
31,  1998;  $.35  for  the year ending December 31, 1999; or $.38 for the year
ending  December  31,  2000.    If  the  Company  earns  after tax the minimum
preceding  amount  per  share  of  Common Stock in any year so that 75% of the
shares  of  Series  B Preferred Stock are converted to shares of Common Stock,
the  remaining shares of Series B Stock shall be convertible if the Company in
any  subsequent  year earns the minimum amount per share of Common Stock on an
after  tax  basis  pursuant  to  the  preceding  paragraph  (1).

If  the  Series  B  stock  is not converted after the year ending December 31,
2000,  the  outstanding  shares  of  Preferred Stock shall be canceled and the
certificates  shall  be  void  and without value thereafter, and the shares of
Series  B  Preferred  Stock  which  previously had been issued and outstanding
shall be returned to the class of unissued Series B Preferred Stock.  However,
in  the  event  of  a merger or acquisition of the Company or its assets by an
unaffiliated  person  or  company  during  the period when there are shares of
Series  B  Preferred  Stock  issued  and  outstanding,  and  such  merger  or
acquisition is approved by the holders of a majority of the outstanding shares
of  Common  Stock  of  the  Company,  such  shares of Preferred Stock shall be
converted  as  of the effective date of such merger or acquisition into a like
number  of  fully  paid  and  nonassessable  shares  of  Common  Stock.

Upon  issuance  of audited financial statements for the Company accounting for
said  conversion  which  show the required earnings, all outstanding shares of
Series  B  Preferred Stock shall be deemed fully converted to a like number of
fully  paid  and  nonassessable  shares  of  Common  Stock.

Stock  Issuance
---------------

Prior to the reverse acquisition (Note 7), the Company authorized the issuance
of  486,000  shares  of  common stock to directors and advisers of the Company
under  an  Employee Stock Compensation Plan (ESC) at a time common stock had a
fair value of $.01.  Subsequent to year end, the Board terminated the plan and
rescinded the issuance of the 486,000 shares under the plan and the shares are
to  be  returned  and  canceled.    Concurrently the Company's former majority
stockholder  agreed  to  transfer  486,000  shares  of its common stock to the
directors, former directors and advisors in place of the ESC shares which were
rescinded.

Sale  of  Stock  in  a  Private  Placement
------------------------------------------

From  December  1995  through  March 1996, the Company sold approximately 85.5
units  of  common stock for $3.50 per share for proceeds of $2,974,185, net of
$20,000  of  deferred  offering costs.  Each unit consists of 10,000 shares of
common  stock  and  5,000  three-year  warrants  to  purchase one share of the
Company's  common  stock  at  $8.50  per share.  Subsequently, the Company was
unable  to  complete a proposed public offering by June 30, 1996 and therefore
the  exercise  price  of  the  warrants  was  lowered  to  $5.00.

Series  B  Preferred  Stock  Conversion
---------------------------------------

During  1996,  the  holders of 5,637,835 shares of common stock returned their
shares  of common stock and were issued 1,892,000 shares of Series B Preferred
Stock.   Of the 5,637,835 returned, 4,062,500 shares have been retired and the
remaining  1,575,335 are being held in escrow to be retired pending completion
of  the  transaction.  Additionally, holders of an additional 1,770,632 shares
of  common  stock  have  agreed  to  return  their shares to the Company to be
retired.    They  will not receive any Series B Preferred Stock.  The Series B
Preferred  Stock  issued was valued based on the original $10,000 common stock
purchase  by the LLC members in the reverse acquisition (Note 7) as all shares
of  Series  B Preferred Stock issued were issued to LLC members for the return
of  their  original  common  stock.

In addition, the Company converted $50,000 of debt for subscription of 100,000
shares  of  Series  B  Preferred  Stock.

Incentive  Stock  Option  Plan
------------------------------

The Company adopted a Incentive Stock Option Plan for officers, key employees,
potential key employees, non-employee directors and advisors (the "ISO Plan").
The  Company has reserved a maximum of 500,000 Common Shares to be issued upon
the  exercise  of options granted under the ISO Plan.  The ISO is administered
by  a  committee appointed by the Board of Directors (Committee), and requires
that  options be granted at an exercise price of 100% of the fair value of the
common  stock  of  the  Company  on  the  date  of the grant or the par value.
Options  granted  to stockholders who possess more than 10% of the outstanding
common  stock  have  a  required exercise price of the greater of 110% of fair
value  of the common stock on the date of grant or the par value.  The options
are  exercisable  one  year after the date of grant and expire up to ten years
from  date  of grant or up to five years from the date of grant for options to
stockholders  who  possess  more  than  10%  of  the outstanding common stock.
During 1996, the Company granted 250,000 options to an officer and stockholder
with  an  exercise  price  of  $3.50.

The  following  is  a  summary  of  outstanding  options  and  warrants:

<TABLE>
<CAPTION>
                                                                 Exercise
                              Options         Warrants             Price
                            -----------     -----------        -------------
<S>                             <C>              <C>             <C>

Balance,  December  31,
  1995                            -                -              $     -

Options  granted              250,000              -                  3.50

Warrants  issued                  -            637,938         5.00  - 8.50
                              -------          -------         ------------

Balance,  December  31,
  1996                        250,000          637,938       $  3.50 - 5.00 *
                             ========          ========      ==============
</TABLE>

*  The  exercise  price was lowered from $8.50 to $5.00 for warrants issued in
conjunction  with  the  private  placement  completed  in  March  1996.

The  Company  has  adopted  the  disclosure  only  requirements  of  FASB  123
accounting for stock options.  There is no material effect due to the issuance
of  options  and  warrants.


NOTE  7  -  BUSINESS  COMBINATION
---------------------------------

In  December  1995,  the  Company  completed  a  reverse  acquisition  with
Cashbuilders,  Inc.  (CBI), a Colorado Corporation.  CBI's previous activities
were  limited  to  discussions  of  potential  business  combinations.

On  December  18,  1995,  the Company and CBI approved a plan of merger of the
Company  into  CBI.    The  merger  agreement contained the following material
provisions  and  understandings:

     (i)          CBI  effected a 1:100 reverse stock split of its outstanding
common  stock  (Note 6).  As of December 18, 1995, CBI had 2,316,628 shares of
common  stock  issued  and  outstanding.

     (ii)      The majority stockholder of CBI voluntarily surrendered 665,228
shares  of  common  stock  for  cancellation  without  compensation  to  the
stockholder.   After the cancellation of the 665,228 shares, CBI had 1,651,400
shares  of  common stock still outstanding which is reflected as an adjustment
to  record  the  reverse acquisition in the accompanying financial statements.

     (iii)         Subsequent to the reverse stock split, CBI issued 6,420,000
shares  of  common stock to the Company for all of its assets, net of existing
liabilities.

     (iv)        The Board of Directors of the Company after completion of the
reverse  acquisition  consists  of  existing  directors  of  the  Company.

The  Company  was formerly known as Fanatics Only LLC (LLC).  When the reverse
acquisition  was  completed,  LLC  merged  into  CBI  and ceased to exist as a
separate entity.  CBI remained the legal surviving entity and changed its name
to  Fanatics  Only,  Inc. in February 1996.  For financial reporting purposes,
the  business combination was accounted for as an additional capitalization of
the  Company (a reverse acquisition with LLC as the acquirer).  The historical
financial  statements  from October 10, 1995 (inception) to December 31, 1995,
are  those  of LLC.  The operations of LLC are  the only continuing operations
of  the  Company  after  the reverse acquisition.  Proforma combined financial
statements  at  December  31,  1995  have  not  been  included as they are not
materially  different  from  the  financial  statements  included  herein.

On  March  13,  1996,  the Board approved a change in year end to December 31.


NOTE  8  -  CONTINUED  OPERATIONS  AND  REALIZATION  OF  ASSETS
---------------------------------------------------------------

The  Company  is  in  the  development  stage  of  operations  and has not yet
commenced  its  planned  principal  operations.    Since its inception through
December 31, 1996, the Company has accumulated a deficit of approximately $9.6
million.    To  date,  the  Company's  activities  have consisted primarily of
establishing  the  business,  raising  capital  through  private  placement
offerings,  establishing lines of credit and developing and operating its 1996
baseball  and  football  fantasy  games.

Management's  original business plan was to market and operate its own fantasy
sports  games.    However,  the  Company was unsuccessful in operating its own
fantasy  sports  games and determined a new business strategy would need to be
implemented.   In April 1997, the board of directors was reassembled and a new
business  strategy  was implemented whereby the Company would pursue operating
and  administering  fantasy  sports  games.    This strategy has resulted in a
Venture  Agreement  with  The  Sporting  News  (Note  10).

The  Company is also pursuing generating cash through an investment in the WIN
joint  venture  (Note  3).

Also  as  discussed  in Note 10, the Company has raised significant amounts of
capital during 1997 through private placement offerings and has engaged JAC to
raise  additional  capital through a private placement offering.  As discussed
in  Note 9, the Company has obtained a $1.0 million line-of-credit with a bank
that  is  guaranteed  by  its board of directors.  The Company also obtained a
$500,000 loan from its board of directors.  Management of the Company believes
that  funds  made  available  to  it  through the line-of-credit, loan and the
additional  funds  expected  to  be  raised  through the JAC private placement
offering  will  allow  it  to  fund its operations and establish the necessary
infrastructure  until sufficient revenues are generated from The Sporting News
agreement.    However,  there  can  be  no  assurance that the Company will be
successful  in raising additional capital or obtaining additional financing or
that  it  will  be  successful  in  its  new  planned  operations.

The  accompanying  financial  statements  do  not include any adjustments that
might  be  necessary  if the Company is unable to continue as a going concern.


NOTE  9  -  NOTES  PAYABLE
--------------------------

<TABLE>
<CAPTION>

                                                        December 31,
                                                           1996
                                                        -----------
<S>                                                         <C>
Notes  payable - individuals, with no interest and a
10% origination fee.  The notes  were  due  in  
January  1997,  without  collateral.                   $    794,500

Note  payable  -  MCI interest at 9% per annum, 
without collateral, payable in monthly  principal
and interest installments of $48,547 through 
November 1997 (Notes  2  and  10).                          555,491
                                                           --------

                                                       $  1,349,991
                                                          =========
</TABLE>

In  connection  with  certain  of the notes to individuals, the Company issued
warrants  to  purchase  56,450  shares of common stock at $5.00 per share.  No
loan  costs  were  recorded  at December 31, 1996 for the imputed value of the
warrants  as  it  was  immaterial.

Subsequent  to  year end, the Company converted $389,500 of notes into 111,286
shares of common stock, 27,821 shares of Series B Preferred Stock and warrants
to  purchase  55,642  shares  of  common  stock  at  $5.00.

Line-of-Credit
--------------

In  March  1997  the Company obtained a $1 million line-of-credit from a bank.
The  line-of-credit  bears interest at The Wall Street Journal published prime
rate and matures in March 1998.  Interest is payable monthly.  Five members of
the  Company's  board  of  directors  have  guaranteed the line-of-credit.  In
exchange  for the guarantee of the line-of-credit, each of the five board will
receive  80,000 shares of the Company's common stock, 200,000 shares of Series
B Preferred Stock, 50,000 common stock purchase warrants and 15,000 options to
purchase  shares  of  common stock.  The warrants are exercisable at $5.00 per
share  and  expire  in  three years.  The options are exercisable at $3.50 per
share  and  are  also  exercisable  for  three  years.


NOTE  10  -  SUBSEQUENT  EVENTS(Unaudited)
------------------------------------------

The  Sporting  News  Venture  Agreement
---------------------------------------

Effective  July  31, 1997, the Company and The Sporting News (TSN), a division
of  Times  Mirror  Magazines,  Inc.,  entered  into  a Venture Agreement.  The
executed  Venture  Agreement  will govern the Company's and TSN's relationship
until  the  definitive  agreement  is  executed.   The definitive agreement is
expected  to  be  executed  in  December 1997.  Under the terms of the Venture
Agreement,  the  Company  will  provide  fantasy  gaming expertise and related
operations  and  TSN will allow the use of its trademark and certain marketing
and  advertising services for the promotion of a series fantasy sports leagues
in various sports through the publication of The Sporting News and other Times
Mirror  publications.    The  Company  will  be  the  exclusive North American
supplier  of  fantasy  games  in  all  sports  and  any  related  activities,
merchandise and services offered by TSN.  The Venture Agreement expires at the
end  of  the  2001/2002  National  Hockey  League  and  National  Basketball
Association  seasons.  The terms of the Venture Agreement will be extended for
an  additional  two  years  if  certain criteria as set forth therein are met.

The  Company  will pay to TSN the greater of 50% of the annual gross profit or
20% of the annual gross revenue, both as defined in the Venture Agreement.  In
addition,  if  TSN delivers 30,000 paying participants per year to the fantasy
games,  the Company has guaranteed that the minimum annual payment to TSN will
be  $1.3  million.

Among  other  covenants  of  the  Venture Agreement, the Company has agreed to
establish  a  live  operator  call  center  and  has  also  agreed  to  name a
representative  of  TSN  to  its  board  of  directors.

Service  Agreement
------------------

During  October  1997  the Company negotiated with MCI a new settlement of all
amounts  the  Company  had due to MCI.  As of October 20, 1997 the Company was
indebted  to  MCI  in  the  amount  of  $393,293.  The settlement required the
Company  to  pay  $147,000  prior  to October 25, 1997.  The Company made this
payment  with  funds  received  from  a loan from its board of directors.  The
remaining  balance due of $246,293 was rolled into a new promissory note.  The
new  promissory  note  between  MCI  and  the  Company  was executed effective
October  20,  1997.    The  new  promissory note requires twelve equal monthly
principal  and  interest  installments  of  $21,596 each.  This unsecured note
matures  September  20, 1998 and bears interest at 9.5%.  The Company has paid
the  October  and  November  loan  payments.

As  part  of  the settlement with MCI, the Company agreed to execute an Escrow
Agreement  with  MCI for $50,000.  The Company has given the $50,000 of escrow
funds  to  MCI.    In addition, the Company has agreed to prepay $8,500 to MCI
each  week  beginning  January  5,  1998.  The $8,500 payment is the estimated
billing for the call center and other services MCI is to provide in connection
with  the  Company's  Venture  Agreement  with  The  Sporting  News (Note 10).

Prizes
------

As  of November 26, 1997, the Company has satisfied all but $247,050 of prizes
and  has scheduled payment arrangements to satisfy a majority of the remaining
balance.

1997  Private  Placements
-------------------------

During  1997  the  Company  has  raised  approximately  $1.1  million of gross
proceeds  through  private  placement  offerings  of  its  stock to accredited
investors.    In connection with the private placement, the Company will issue
approximately  309,000 shares of its common stock, 77,000 shares of its Series
B Preferred Stock and warrants to purchase 154,000 shares of its common stock.
The  warrants  to purchase common stock are exercisable at $5.00 per share and
expire  through  November  2000.

Proposed  Private  Placement  and  Public  Offerings
----------------------------------------------------

During  November  1997,  the Company engaged Joseph Charles & Associates, Inc.
(JCA),  an  investment  banking  firm,  to assist the Company in performing an
additional  private offering of its stock.  This private placement offering is
for up to $1.519 million in gross proceeds and consists of 62 Units at $24,500
each.    Each  Unit  consists of 7,000 shares of Common Stock, 1,750 shares of
Series  B.  Preferred  Stock  and  3,500  Common  Stock  Purchase  Warrants.

The  Company  has  also  executed  a  letter  of  intent with JCA for a public
offering  of  its  common stock.  The letter of intent for the public offering
proposes  issuing  up  to  2,850,000  shares of the Company's common stock for
gross  proceeds of up to $8 million.  The public offering is expected to occur
during  1998.

In  connection  with  the  private  placement  and public offerings, JCA is to
receive a underwriting commission of 10% and an expense allowance of 3% of the
gross  proceeds.  In addition, JCA is to receive warrants to purchase up to an
equivalent  of  10%  of  the  Units  sold.

There  can  be no assurance that the Company will be successful in raising any
funds  under  the  private  placement  or that it will be able to successfully
complete  a  public  offering  of  its  stock.

Loan
----

In  November 1997, four members of the Company's board of directors loaned the
Company  $500,000.    The  unsecured loans are non interest bearing and mature
November  2000.    Three  of  the  four board members will each receive 60,000
shares  of  the  Company's common stock, 150,000 shares of Series B Preferred
Stock,  37,500  common  stock purchase warrants and 11,250 options to purchase
shares  of  common  stock.  The fourth board member, who is also the Company's
President,  will  receive  20,000 shares of the Company's common stock, 50,000
shares  of Series B Preferred Stock, 12,500 common stock purchase warrants and
3,750  options  to  purchase  shares  of  common  stock.    The  warrants  are
exercisable  at  $3.50  per  share and expire in three years.  The options are
exercisable  at $3.50 per share and are also exercisable for three years.  The
Company  has  used the funds from the loan to make the payments required under
the  MCI  settlement,  to  continue  the  development of a call center for The
Sporting  News  contract  and  for  certain  other  obligations.

Lease
-----

Effective  November  1,  1997,  the  Company began leasing new office space in
Lakewood, Colorado.  The Company is leasing approximately 7,500 square feet at
a  monthly  rental  rate  of  approximately $6,300.  The leases expire through
September  2000  with  options  to  extend  for  an  additional  three  years.
Approximately  3,000  square  feet  of the new leased space was a pre-existing
call  center  that will be utilized as a call center by the Company to service
the  TSN  Venture  Agreement.