SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                               FORM 10-KSB/Amended


               [X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR
                    15(d) OF THE SECURITIES  EXCHANGE ACT OF
                    1934 [FEE  REQUIRED] For the fiscal year
                    ended December 31, 1996. or

               [ ]  TRANSITION REPORT PURSUANT TO SECTION 13
                    OR 15(d) OF THE SECURITIES  EXCHANGE ACT
                    OF  1934  [NO  FEE   REQUIRED]  For  the
                    transition  period from  _______________
                    to _______________.

                         Commission file number 0-25982

                         METRO DISPLAY ADVERTISING, INC.
                 (Name of small business issuer in its charter)

       California                                       33-0093323
(State of incorporation)                    (I.R.S. Employer Identification No.)

          15265 Alton Parkway, Suite 100, Irvine, California   92618
                 (Address of principal executive offices)   (zip code)

                    Issuer's telephone number: (714) 727-3333

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


Securities to be registered pursuant to Section 12(g) of the Act: Common Stock

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 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 filing requirements for the past 90 days.
YES__X__ NO_____


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

     The issuer's revenues for its most recent fiscal year were $7,571,268. .

     The aggregate  market value of the voting stock held by  non-affiliates  of
the registrant as of February 28, 1997 was approximately  $8,799,162.  No public
trading market exists for the issuer's voting stock,  and no bid or asked prices
are quoted.  The  foregoing  estimated  value  represents  the book value of the
issuer's  voting  stock,  based on the  registrant's  December  31, 1996 audited
financial statements, held by non-affiliates as of April 12, 1997.

     There were 963,030 shares  outstanding of  registrant's  common stock as of
February 28, 1997.

     The following  documents are  incorporated  by reference  into this report:
None



<PAGE>



PECK
& LOPEZ 


                                        Certified Public Accountants
                       

                          INDEPENDENT AUDITORS' REPORT




To the Board of Directors and Stockholders of
Metro Display Advertising, Inc.


We have audited the  accompanying  consolidated  balance sheets of Metro Display
Advertising,  Inc.,  and  subsidiary  as of  December  31,  1996 and the related
consolidated statements of income,  stockholders' equity, and cash flows for the
year then ended. The consolidated financial statements are the responsibility of
the Company's  management.  Our  responsibility  is to express an opinion on the
consolidated  financial statements based on our audits. The financial statements
of Metro Display Advertising,  Inc. and subsidiary as of December 31,1995,  were
audited by other  auditors  whose  report  dated April 15,  1996,  expressed  an
unqualified opinion on those statements.

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  consolidated  financial  statements are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence  supporting the amounts and disclosures in the  consolidated  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 consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  financial  position of Metro  Display
Advertising, Inc. and the subsidiary as of December 31, 1996, and the results of
their operations and their cash flows for the year then ended in conformity with
generally accepted accounting principles.


Peck & Lopez
Certified Public Accountants



Newport Beach, CA
May 20, 1997



          1400 Bristol Street North, Suite 170, Newport Beach, CA 92660
                          714 225-7010 Fax 714 222-0481
        Member of American Institute of CPAs, California Society of CPAs



<PAGE>



                         METRO DISPLAY ADVERTISING, INC.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>


                                    ASSETS                                                               December 31,
                                                                                                 1996                    1995
                                                                                              ------------             ------------
<S>                                                                                           <C>                      <C>         
CURRENT ASSETS:
Cash                                                                                          $     74,947             $    225,524
                                                                                              ------------             ------------
Accounts receivable, net of allowances
  of $143,539 and $117,775  (Note 1)                                                               989,804                1,377,859
Prepaid expenses and other assets (Note 7)                                                         226,844                   39,330
Deferred taxes - current portion  (Note 5)                                                         196,000                  235,000
                                                                                              ------------             ------------
      TOTAL CURRENT ASSETS                                                                       1,487,595                1,877,713
                                                                                              ------------             ------------

PROPERTY AND EQUIPMENT: (Note 1 and 4)
Office furniture and equipment                                                                     343,472                  282,230
Leasehold improvements                                                                              24,280                   24,280
Machinery and equipment                                                                             82,588                   70,500
Vehicles                                                                                           463,470                  397,305
Bus stop shelters                                                                                7,892,783                7,813,534
                                                                                              ------------             ------------
                                                                                                 8,806,593                8,587,849
Less: accumulated depreciation                                                                  (2,633,934)              (1,821,408)
                                                                                              ------------             ------------
                                                                                                 6,172,659                6,766,441
                                                                                              ------------             ------------
OTHER ASSETS:
Performance bond deposits  ( Note 3)                                                               734,722                  694,722
Deferred taxes - less current portion  (Note 5)                                                  3,052,000                2,924,000
Other assets (Note 2 and 6)                                                                        186,528                  102,033
                                                                                              ------------             ------------
                                                                                                 3,973,250                3,720,755
                                                                                              ------------             ------------
                                                                                              $ 11,633,504             $ 12,364,909
                                                                                              ============             ============
                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Current portion of long-term debt  (Note 4)                                                   $    693,065             $    751,622
Accounts payable and other accrued liabilities                                                     269,746                  372,237
Due to municipalities                                                                              596,052                  757,569
Due to joint venture (Note 6)                                                                       87,538                     --
Accrued payroll and related taxes                                                                   77,781                   57,954
Advanced payments                                                                                  226,067                  214,118
      TOTAL CURRENT LIABILITIES                                                                  1,950,249                2,153,500
                                                                                              ------------             ------------

LONG TERM DEBT - LESS CURRENT PORTION  (Note 4)                                                    833,785                1,320,848

COMMITMENTS AND CONTINGENCIES (Note 7 and 8)

STOCKHOLDERS' EQUITY:
Preferred stock, 1,000,000 shares authorized,
    no par value, no shares issued
Common stock,  5,000,000 shares authorized,
    no par value,  823,030 shares issued                                                         9,504,532                9,504,532
Accumulated deficit                                                                               (655,062)                (613,971)
                                                                                              ------------             ------------
                                                                                                 8,849,470                8,890,561
                                                                                              ------------             ------------
                                                                                              $ 11,633,504             $ 12,364,909
                                                                                              ============             ============
</TABLE>                                                           
                                                                   
                                                                   
                 See notes to consolidated financial statements



<PAGE>



                         METRO DISPLAY ADVERTISING, INC.
                        CONSOLIDATED STATEMENTS OF INCOME


<TABLE>
<CAPTION>

                                                                                                    Years Ended December 31,
                                                                                                 1996                       1995
                                                                                             -----------                -----------
<S>                                                                                          <C>                        <C>        
REVENUES:                                                                                    $ 7,571,268                $ 7,437,210

COST OF SALES:
City fees  (Note 7)                                                                            1,455,660                  1,805,548
Advertising commissions and expenses                                                           2,192,772                  2,101,507
Installation and maintenance                                                                   1,099,513                    913,700
Other costs                                                                                      198,675                     73,188
                                                                                             -----------                -----------
    TOTAL COST OF SALES                                                                        4,946,620                  4,893,943
                                                                                             -----------                -----------

    GROSS PROFIT                                                                               2,624,648                  2,543,267
                                                                                             -----------                -----------

OPERATING EXPENSES:
Wages and related expenses                                                                       589,873                    558,124
Professional fees                                                                                163,425                     67,083
Bad debts                                                                                         62,814                     72,500
Office expenses                                                                                  218,769                    192,314
Depreciation  (Note 1)                                                                           923,299                    911,332
Other operating expenses                                                                         501,685                    493,397
                                                                                             -----------                -----------
      TOTAL OPERATING EXPENSES                                                                 2,459,865                  2,294,750
                                                                                             -----------                -----------

INCOME FROM OPERATIONS                                                                           164,783                    248,517
                                                                                             -----------                -----------

OTHER INCOME (EXPENSE):
Gain (Loss) on sale of assets                                                                    (73,897)                     2,060
Investment loss                                                                                  (27,882)                      --
Interest  income                                                                                  20,638                     11,033
Other income                                                                                      11,474                     45,688
Interest  expense                                                                               (224,407)                  (180,301)
                                                                                             -----------                -----------
      TOTAL OTHER INCOME (EXPENSE)                                                              (294,074)                  (121,520)

INCOME (LOSS) BEFORE TAXES                                                                      (129,291)                   126,997

PROVISION (BENEFIT) FOR INCOME TAXES (NOTE 5)                                                    (88,200)                    47,000
                                                                                             -----------                -----------

NET INCOME (LOSS)                                                                            $   (41,091)               $    79,997
                                                                                             ===========                ===========


NET INCOME (LOSS) PER SHARE                                                                  $     (0.04)               $      0.09
                                                                                             ===========                ===========

WEIGHTED AVERAGE SHARES OUTSTANDING                                                              983,030                    906,364
                                                                                             ===========                ===========
</TABLE>

                 See notes to consolidated financial statements


<PAGE>



                         METRO DISPLAY ADVERTISING, INC.
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 1996 and 1995


<TABLE>
<CAPTION>


                                                                         COMMON                ACCUMULATED
                                                                          STOCK                  DEFICIT                   TOTAL
                                                                       -----------             -----------              -----------
<S>                <C>                                                 <C>                     <C>                      <C>        
Balance at January 1, 1995                                             $ 4,027,358             $  (693,968)             $ 3,333,390

Net Income                                                                    --                    79,997                   79,997

Exchange for Minority Interest                                              19,139                    --                     19,139

Stock Options (Note 9)                                                      79,880                    --                     79,880

Deferred tax adjustment (Note 5)                                         5,378,155                    --                  5,378,155
                                                                       -----------             -----------              -----------

Balance at January 1, 1996                                             $ 9,504,532             $  (613,971)             $ 8,890,561

Net Income                                                                    --                   (41,091)                 (41,091)
                                                                       -----------             -----------              -----------

Balance at December 31, 1996                                           $ 9,504,532             $  (655,062)             $ 8,849,470
                                                                       ===========             ===========              ===========

</TABLE>

                 See notes to consolidated financial statements


<PAGE>



                         METRO DISPLAY ADVERTISING, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>

                                                                                                       Years Ended December 31,
                                                                                                      1996                 1995
                                                                                                   -----------          -----------
<S>                                                                                                <C>                  <C>        
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash received from customers                                                                       $ 7,919,931          $ 7,044,080
Cash paid to suppliers and employees                                                                (6,841,155)          (6,280,225)
Interest received                                                                                       20,638               11,798
Interest paid                                                                                         (217,993)            (139,787)
Franchise tax paid                                                                                        (800)                (800)
                                                                                                   -----------          -----------
    Net cash provided by operating activities                                                          880,621              635,066
                                                                                                   -----------          -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of assets                                                                           158,646                 --
Purchase of  property and equipment                                                                   (570,063)            (361,251)
Performance bond deposits                                                                              (71,500)             (25,000)
Investment in joint venture                                                                            (20,000)                --
Proceeds from joint venture                                                                             87,538                 --
Loans made                                                                                             (72,052)                --
                                                                                                   -----------          -----------
                                                                                                   -----------          -----------
    Net cash used in investing activities                                                             (487,431)            (386,251)
                                                                                                   -----------          -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loans                                                                                       --                360,000
Payments on notes payable                                                                             (543,767)            (504,559)
                                                                                                   -----------          -----------
    Net cash used in financing activities                                                             (543,767)            (144,559)
                                                                                                   -----------          -----------

NET INCREASE IN CASH                                                                                  (150,577)             104,256

CASH AT BEGINNING OF YEAR                                                                              225,524              121,268
                                                                                                   -----------          -----------

CASH AT END OF YEAR                                                                                $    74,947          $   225,524
                                                                                                   ===========          ===========


SUPPLEMMENTAL DISCLOSURE SCHEDULE OF
  NON-CASH INVESTING AND FINANCING ACTIVITIES:

Purchase of vehicle in exchange for debt                                                           $    30,000          $      --
                                                                                                   ===========          ===========

Issuance of common stock options in exchange for loan
and debt service costs                                                                             $      --            $    79,880
                                                                                                   ===========          ===========

Increased deferred tax asset due to a change in tax attributes (Note 5)                            $      --            $ 3,205,200
                                                                                                   ===========          ===========

Decrease deferred tax liability due to a change in tax attributes (Note5)                          $      --            $ 2,172,155
                                                                                                   ===========          ===========

Exchange of minority interest for common stock of parent                                           $      --            $    19,139
                                                                                                   ===========          ===========

</TABLE>



                 See notes to consolidated financial statements


<PAGE>


                         METRO DISPLAY ADVERTISING, INC.
          CONSOLIDATED STATEMENTS OF CASH FLOWS - SUPPLEMENTAL SCHEDULE


<TABLE>
<CAPTION>

                                                                                                       Years Ended December 31,
                                                                                                     1996                    1995
                                                                                                   ---------              ---------
<S>                                                                                                <C>                    <C>      
RECONCILIATION OF NET INCOME (LOSS) TO NET CASH
  PROVIDED BY OPERATING ACTIVITIES

NET INCOME (LOSS)                                                                                  $ (41,091)             $  79,997

ADJUSTMENTS TO RECONCILE TO NET CASH PROVIDED
  BY OPERATING ACTIVITIES

Depreciation                                                                                         923,299                911,332
(Gain) loss on sale of assets                                                                         73,897                 (2,060)
Investment loss in joint venture                                                                      27,882                   --
(Increase) decrease in accounts receivable                                                           388,055               (370,568)
(Increase) in other receivables                                                                      (19,029)                  --
Decrease (increase) in other assets                                                                 (150,810)                44,373
(Decrease) increase accounts payable & accrued liabilities                                          (282,444)              (155,237)
Increase in advance payments                                                                          11,949                  4,250
(Increase) decrease in deferred tax                                                                  (89,000)                46,200
Increase in accrued interest                                                                           6,413                 41,279
Bonds paid to cities                                                                                  31,500                 35,500
                                                                                                   ---------              ---------
    Net cash  provided by operating activities                                                     $ 880,621              $ 635,066
                                                                                                   =========              =========

</TABLE>

                 See notes to consolidated financial statements



<PAGE>



                         METRO DISPLAY ADVERTISING, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1996



NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          ORGANIZATION

          Metro  Display  Advertising,  Inc.,  "the  Company",  incorporated  in
          California in 1984. The Company has agreements with  municipalities to
          install  and  maintain  bus stop  shelters  and  benches.  Revenue  is
          generated by renting advertising space on the installed shelters.  The
          shelters are owned,  installed  and  maintained by the Company and are
          currently  located  in  approximately  63  municipalities   throughout
          Southern  California.  The  Company  also rents  advertising  space in
          shelters  located in Clark County,  Nevada,  including the City of Las
          Vegas, through its wholly owned subsidiary.

          Advertising sales for the Company's shelters are effected primarily by
          a  national  outdoor  advertising  agency  under  an  advertising  and
          marketing  agreement  dated  January  1993.  The  marketing  agreement
          provides the Company with both regional and national advertisers.  The
          marketing  agreement term expires March 1999,  subject to an automatic
          five-year renewal. Approximately 80 percent of the Company's sales are
          generated through this marketing and sales agreement.

          The  Company and its wholly  owned  subsidiary  Continental  Shelters,
          Inc.,  a  California  Corporation,   filed  a  consolidated  voluntary
          petition for relief under  Chapter 11 of Title 11 of the United States
          Code on January 22, 1992. Continental Shelters,  Inc., in the business
          of manufacturing and installing bus stop shelters  exclusively for the
          Company,   ceased   operations   February  of  1992.  All  assets  and
          liabilities of the  subsidiary  were  transferred  to the Company.  On
          November 19, 1993, the Bankruptcy  Court  confirmed the Company's plan
          of  reorganization,  effective January 7, 1994. The accounting for the
          bankruptcy  and the  forgiveness of debt and adjustment to assets were
          recorded on a fresh start reporting basis for the year ending December
          31, 1993.

          PRINCIPLES OF CONSOLIDATION

          The  accompanying   financial   statements  present  the  consolidated
          accounts  of the  Company  and  its  wholly-owned  subsidiary,  Bustop
          Shelters  of  Nevada,  Inc.,  a Nevada  Corporation.  All  significant
          inter-company transactions and balances have been eliminated.

          USE OF ESTIMATES

          Management  uses  estimates  and  assumptions  in preparing  financial
          statements   in  accordance   with   generally   accepted   accounting
          principles.  Those  estimates  and  assumptions  affect  the  reported
          amounts of assets and liabilities, the disclosure of contingent assets
          and  liabilities,  and the  reported  revenues  and  expenses.  Actual
          results could vary from the  estimates  that were assumed in preparing
          the financial statements.

          REVENUE RECOGNITION

          The Company's revenue is derived primarily from providing  advertising
          services  under  contract  arrangements.   The  company  prepares  its
          financial  statements on the accrual basis of accounting in accordance
          with generally accepted accounting principles.  Advertising revenue is
          recognized when earned, and expenses are recorded when incurred.



                                       -7
<PAGE>



                         METRO DISPLAY ADVERTISING, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1996



NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

          ALLOWANCE FOR DOUBTFUL ACCOUNTS

          The Company has adopted the allowance for doubtful  accounts method of
          accounting for losses from uncollectible accounts.  Under this method,
          an  allowance  is  provided   based  on  historical   experience   and
          management's  evaluation of outstanding accounts receivable at the end
          of each year.

          PROPERTY AND EQUIPMENT

          Property and equipment were  re-stated at their  estimated fair market
          value at January 7, 1994,  the effective date of the Company's plan of
          reorganization,  in accordance with fresh-start  reporting.  For years
          ended  December  31,  1995  and  1996,   property  and  equipment  are
          depreciated over the remaining  estimated useful lives,  generally one
          to seven years, of the related assets using the straight-line  method.
          The bus stop  shelters  are  depreciated  over ten  years,  using  the
          straight-line method.

          NET INCOME PER SHARE

          Net income per common and common share equivalent share is computed on
          the basis of the weighted average number of common shares  outstanding
          and dilutive common equivalent shares.  Common stock equivalent shares
          include dilutive stock options.

          CONCENTRATION OF CREDIT RISK

          Financial   instruments  that  potentially   subject  the  Company  to
          concentrations of credit risk consist primarily of cash,  investments,
          and trade accounts  receivable.  Investments that potentially  subject
          the Company to credit risk include  investments  in joint ventures and
          partnerships.  Future  changes  in  economic  conditions  may make the
          investments   less  valuable.   A  majority  of  the  Company's  trade
          receivables  are derived from sales  generated  by a national  outdoor
          advertising  agency to whom  payments are made.  The national  outdoor
          advertising agency then remits collections to the Company on a monthly
          basis.  Amounts due from the national  outdoor agency accounted for 70
          percent and 72 percent of accounts  receivables  at December  31, 1996
          and 1995 respectively. The company performs ongoing credit evaluations
          of its  customers'  financial  condition  and limits its  exposure  to
          accounting  losses by limiting the amount of credit extended  whenever
          deemed necessary and generally does not require  collateral.  Reserves
          are maintained for potential credit losses,  and such losses have been
          within management's expectations.

          The  carrying   amounts  reported  on  the  balance  sheet  for  cash,
          investments, and trade accounts receivable approximate fair value.

          INCOME TAXES

          Effective  January 1, 1993, the Company adopted statement of Financial
          Accounting  Standards No. 109, the objective of accounting  for income
          taxes is to recognize the amount of current and deferred taxes payable
          (or refundable) at the date of the financial statements as measured by
          the provision of the enacted tax laws.

          Deferred income taxes have been provided for the future tax effects of
          temporary  differences  between  financial  reporting and tax basis of
          assets, liabilities, and operating loss carryforwards.



                                       -8-


<PAGE>



NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

          RECLASSIFICATIONS

          Certain  reclassifications  to the year-end 1995 income statement have
          been  made to  conform  to  classifications  adopted  in  1996.  These
          classifications have no effect on net income.

          LONG-LIVED ASSETS

          Effective  January 1, 1996, the Company adopted Statement of Financial
          Accounting  Standards  No.  121  ("SFAS  121"),   Accounting  for  the
          Impairment  for  Long-Lived  Assets  and for  Long-Lived  Assets to Be
          Disposed Of. The  adoption of SFAS 121 did not have a material  impact
          on the results of operations or financial position of the Company.

NOTE 2 -  OTHER ASSETS

          The Company  entered into an agreement  with Busline  Media to provide
          administrative   services  and  support.   Busline  Media  is  a  sole
          proprietorship  that became subject to a receivership  by order of the
          United  States  District  Court on or about July 1993. As part of this
          agreement,  the Company agreed to make operating  expense  advances to
          Busline Media. As of December 31, 1996, the Company advanced  $156,410
          to Busline  Media.  On June 20,  1996,  the plan was  approved,  a new
          corporation  called Bay Area  Transit  Shelters,  Inc.  ("BATS"),  was
          formed.

          The Company is expected to receive 25 percent of the new issue  common
          stock of BATS in exchange for services and the amount owed.  The stock
          will be issued May 1997.

NOTE 3 -  PERFORMANCE BOND DEPOSITS

          The   Company,   under   terms   of  its   agreements   with   various
          municipalities,  is required to maintain  either cash bond deposits or
          certificates of deposit pledged to municipalities, which guarantee the
          removal of shelters.  The bond  deposits are required for the duration
          of the agreements, generally five to ten years.

NOTE 4 -  LONG TERM DEBT

          The long term debt at December 31, 1996, consists of the following:

                                              Current     Long Term       Total
                                              -------     ---------       -----

          Notes payable to bank, secured
          by vehicle, payable in monthly
          installments      of     $944,
          including    interest   at   8
          percent maturing October 1999.
                                              $ 9,378      $ 19,224    $ 28,602

          Note   payable   to   National
          Display   Advertising,   Inc.,
          secured   by  124   bus   stop
          shelters,  payable  in monthly
          installments     of    $8,067,
          including   interest  at  10%,
          maturing January 1997.                7,992             0       7,992
          



                                       -9-



<PAGE>



NOTE 4 -  LONG TERM DEBT, CONTINUED

                                              Current     Long Term       Total
                                              -------     ---------       -----


          Unsecured   note   payable  to
          National Display  Advertising,
          Inc.,   payable   in   monthly
          installments    of    $12,000,
          including    interest   at   7
          percent   maturing    November
          1997.    See    Note   7   for
          contingent  liability relating
          to  this  loan.                   $ 119,361             0  $  119,361
          
          Line of credit  provided  by a
          related party.  See Note 9 and
          10.                                 201,022       116,913     317,935

          Note   payable    secured   by
          corporate   assets.   Interest
          only at 10  percent  for  four
          years,    thereafter   monthly
          installments     of    $9,130,
          maturing September,  2003. See
          Note 9 and 10.                             0      326,351     326,351
             
          Settlement     of    a    loan
          guarantee,  payable in monthly
          installments     of    $3,000,
          discounted   at  7%   maturing
          December,   1997.                    33,913            0       33,913
          
          Trade and other  miscellaneous
          obligations,     payable    in
          monthly     installments    of
          $1,689,    discounted   at   7
          percent,  maturing,   January,
          1998.                                19,486         1,679      21,165

          Trade  obligations  due  to  a
          related   party   payable   in
          monthly     installments    of
          $11,237,   discounted   at   7
          percent  through January 1998.
          See  Note  10  for  additional
          information.                        211,133       312,438     523,571

          Obligations to municipalities,
          payable       in       monthly
          installments     of    $7,944,
          discounted   at   7   percent,
          maturing 1998 and 1999.              90,780        57,180     147,960
                                            ---------     ---------  ----------
                                            $ 693,065     $ 833,785  $1,526,850
                                            =========     =========  ==========


          Future maturities of long-term debt are as follows:

                     Year Ended December 31
                     ----------------------
                              1998                      $   281,922
                              1999                          118,530
                              2000                          184,562
                              2001                           82,260
                             2002 and after                166,511
                                                        -----------
                                                        $   833,785
                                                        ===========



                                      -10-


<PAGE>



NOTE 5 - INCOME TAXES

          Under SFAS 109,  deferred  income taxes reflect the net tax effects of
          temporary  differences  between  the  carrying  amounts  of assets and
          liabilities for financial  reporting purposes and the amounts used for
          income tax purposes and operating loss carryforwards.

          The tax effects of  significant  items  composing  the  Company's  net
          deferred tax assets are as follows:             



<TABLE>
<CAPTION>


                                                                                                   December 31,
                                                                                                          1996                 1995
                                                                                                   -----------         ----------- 
          <S>                                                                                      <C>                 <C>         
          Deferred tax liabilities:
          Difference between book and tax basis property                                           $  (260,995)        $  (311,913)
                                                                                                   -----------         ----------- 
          Deferred tax assets:
          Doubtful accounts allowance not currently
          deductible                                                                                    54,847              36,648
          Shareholder interest not currently deductible                                                 28,214              46,268
          Federal net operating loss carryforward                                                    4,062,155           4,060,815
          State net operating loss carryforward                                                        564,332             508,957
          Other                                                                                         16,207              34,985
                                                                                                   -----------         ----------- 
                                                                                                     4,725,755           4,687,673
                                                                                                   -----------         ----------- 
          
          Valuation allowance                                                                       (1,216,760)         (1,216,760)
                                                                                                   -----------         ----------- 
          Net deferred tax asset                                                                   $ 3,248,000         $ 3,159,000
                                                                                                   -----------         ----------- 
          
          Reflected in the consolidated balance sheets as:
               Current deferred asset- net                                                         $   196,000         $   235,000
               Noncurrent deferred asset - net                                                       3,052,000           2,924,000
                                                                                                   -----------         ----------- 
          Net deferred tax asset                                                                   $ 3,248,000         $ 3,159,000
                                                                                                   -----------         ----------- 
          
          The income tax components of the provision (benefit)
              for income taxes consist of the following:
                                                                                                             December 31,
                                                                                                          1996                1995
                                                                                                   -----------         ----------- 
          Current:
               State                                                                               $       800         $       800
          Deferred:
               Federal                                                                                 (28,500)             38,000
               State                                                                                   (60,500)              8,200
                                                                                                   -----------         ----------- 
                                                                                                   $   (89,000)        $    46,200
                                                                                                   -----------         ----------- 
                                                                                                   $   (88,200)        $    47,000
                                                                                                   -----------         ----------- 
          
          The  (benefit)  provision  for income  taxes  differs from the
          amount  computed by applying  the  statutory  federal  rate to
          pretax income as follows:
                                                                                                             December 31,
                                                                                                          1996                1995
                                                                                                   -----------         ----------- 
          Expected income tax (benefit) provision at
            The U.S. federal statutory rate                                                                (35%)                35%
          Adjust inter-company activity                                                                    (31%)                 --
          (Benefit) provision for state income taxes,
            net of federal effect                                                                           (6%)                 6%
          Other                                                                                              4%                 (4%)
                                                                                                   -----------         ----------- 
          (Benefit) provision for income tax                                                               (68%)                37%
                                                                                                   -----------         ----------- 
</TABLE>


                                      -11-



<PAGE>

NOTE 5 -  INCOME TAXES, CONTINUED

          The  Company  has  a  federal  net  operating  loss   carryforward  of
          approximately  $12 million and a state net operating loss carryforward
          of   approximately   $6  million.   The  federal  net  operating  loss
          carryforward  expires  beginning  2004  through 2009 and the state net
          operating loss carryforward expires beginning 2000 through 2004.

          Due to additional  information  regarding the bankruptcy and treatment
          of the leasehold creditors,  the Company, on the advice of counsel, is
          applying  Internal  Revenue Code  Section 108 and 382.  Based upon the
          rule of Section 108, the exchange of stock for debt by the corporation
          does  not  result  in any  recognition  of  income  for  the  Company,
          therefore  there is no reduction in tax attributes from that exchange.
          Section 382  requires  the Company to reduce it's net  operating  loss
          carryforwards by 50 percent.  This resulted in an increase to deferred
          tax asset of  $3,205,200  and a decrease to deferred tax  liability of
          $2,172,955 providing a total tax benefit of $5,378,155 to common stock
          for year ended December 31, 1995.

NOTE 6 -  JOINT VENTURE AND PARTNERSHIP

          On November 18, 1994, the Company and a national  outdoor  advertising
          agency entered into a joint venture  agreement ( the "Joint  Venture")
          for the purpose of seeking  additional  franchises and/or licenses for
          bus shelters  advertising  from  municipalities  throughout the United
          States, and to manage, develop, and operate all such bus stop shelters
          and sell  advertising  space in  connection  therewith.  The  national
          outdoor  advertising  agency made an initial  capital  contribution of
          $30,000 to the Joint  Venture  while the Company will  contribute  all
          fabricated  shelters and shelter  parts  needed by the Joint  Venture.
          Under a separate marketing  agreement,  the agency also provides sales
          support for the Company.

          The Joint Venture agreement  provides for a fifteen-year term, subject
          to earlier  termination by mutual consent of the parties, a default in
          the performance of obligations under the joint venture agreement which
          is not cured within the time to cure such default or the insolvency of
          one of the parties.  The Joint Venture will include all new agreements
          with  municipalities  and will  also  include  the  assignment  of the
          Company's  agreement with the city of La Habra to the extent that such
          city permits the  assignment of such contract.  All other  territories
          under  pre-existing  contracts that the Company has entered into shall
          remain outside of the Joint Venture.  The investment value at December
          31,  1996 is $4,051.  The amount due to the joint  venture at December
          31,  1996 is  $87,538  for  revenue  collected  on behalf of the joint
          venture.

          In October  1996,  the Company  entered into a  partnership,  which is
          primarily  involved in operating,  maintaining,  and managing aircraft
          transportation  used by each partner.  The investment  represents a 50
          percent  ownership in the  partnership.  The  investment  value in the
          partnership - income tax basis at December 31, 1996 is $26,067.

          The Company uses the equity method of accounting for joint venture and
          partnership investments.


                                      -12-


<PAGE>



NOTE 7 -  COMMITMENTS

          The future minimum rental payments  required by operating  leases that
          have  non-cancelable  lease terms beyond the balance sheet date are as
          follows:

                    Fiscal year ended
                    -----------------
                             1997                 $   92,478
                             1998                     42,654
                             1999                     23,604
                             2000                      3,934
                                                   ---------
                             Total                 $ 162,670
                                                   =========


          The Company's lease for the office in Irvine,  California expires June
          30, 1998. The  subsidiary's  lease for an office in Las Vegas,  Nevada
          expires  February 29, 2000.  The Company also rents storage space on a
          month-to-month basis.

          Rent  expense  was  approximately  $101,708  and $95,410 for the years
          ended December 31, 1996 and 1995 respectively.

          The Company has entered into an agreement,  pursuant to the terms of a
          settlement and compromise in the plan of reorganization, with National
          Display Advertising,  Inc. Under the terms of the settlement, the debt
          will  increase by at most  $500,000  if  $250,000 is not paid  against
          principal on or before January 1998.  The Company is currently  making
          payments  and expects to have the loan paid off prior to its  maturity
          date to avoid any further liability. See Note 4 for loan balance.

          MUNICIPAL CONTRACTS

          The  Company  and  its   subsidiary   have   contracts   with  various
          municipalities in southern  California and Nevada for the installation
          and  maintenance  of bus  shelters.  Many of these  contracts  provide
          exclusive  rights to operate  advertising  bus shelters,  while others
          allow other bus shelter companies to share the area.

          The municipalities  receive a guarantee fee and/or a percentage of the
          advertising  revenue  depending  on  the  respective  agreement.   The
          contracts  extend  three to ten  years,  with  options  to renew  upon
          approval by both parties.  The  guaranteed  payments for the next five
          years,  according to current contracts,  are approximately  $1,410,000
          per year.  The  guaranteed  payments,  included in city fees, for year
          ended December 31, 1996, were  approximately  $1,400,000.  Included in
          prepaid  expenses  and other  assets are  overpayments  of $113,046 to
          Clark County for payments made for the periods 1994 through 1996.

NOTE 8 -  CONTINGENCIES

          The Company was the  plaintiff in an action filed  against the City of
          Las Vegas,  filed  November 15, 1995.  The Company  provided  shelters
          located in the City pursuant to a contract  entered into July 3, 1985.
          As the  contract  approached  its  expiration,  the City  asserted the
          contract  provided  for the  City's  retention  and  ownership  of the
          shelters.  The Company asserted the shelters  remained property of the
          Company, and could be removed by the Company in the event the contract
          was not renewed.  The matter was resolved  through  negotiations  that
          resulted in the signing of a long-term  contract.  A stipulation order
          dismissing the case without prejudice was filed on September 20, 1996.



                                      -13-



<PAGE>



NOTE 8 -  CONTINGENCIES, CONTINUED

          On December 20, 1995,  the Company filed a complaint  against the City
          of Laguna  Hills.  The  complaint  involves the Company's bus shelters
          located in the City of Laguna  Hills.  The lawsuit was  commenced as a
          result of action taken by the City on or about  September 12, 1995, to
          eliminate  all bus  shelters  within  the  City.  As a result  of this
          decision,  the City has made demand that the Company remove all of its
          shelters immediately.

          On May 23,  1996,  the Company  filed a complaint  against the City of
          Lake Forest.  The  complaint  was based on the decision by the City of
          Lake Forest to terminate the Company's  operations within the City and
          to grant an exclusive franchise to a competitor of the Company.

          On November 15, 1995,  the Company filed a complaint  against the City
          of Victorville,  two of its City Council members and one member of the
          staff.  This  dispute  arose as a  result  of  efforts  by the City of
          Victorville to have the Company's bus shelters removed after a dispute
          regarding the Company's display of advertising by the U.F.C.W.  Union.
          The City officials strongly objected to the Union's  advertisement and
          placed pressure on the Company to remove such advertising.

          The Company  presently  believes that the  resolution of these matters
          will not have a material adverse effect on its financial  condition as
          reported in the accompanying financial statements.

NOTE 9 -  STOCK OPTION PLANS

          In February 1995,  the Board of Directors  approved and in April 1995,
          the Company's shareholders ratified the Company's 1995 Incentive Stock
          Option Plan ( the "Option"  Plan").  The Option Plan  provides for the
          grant of options to officers, directors and other key employees of the
          Company to purchase  up to an  aggregate  of 200,000  shares of Common
          Stock.  The  Option  Plan is to be  administered  by the Stock  Option
          committee of the Board of Directors,  which has complete discretion to
          select the optionee and to establish the terms and  conditions of each
          option, subject to the provisions of the Option Plan.

          As of  December  31,  1996,  the  board of  directors  of the  Company
          authorized the President to be eligible to participate in an Incentive
          stock  option  plan.  Under the Plan,  the  Company  has  offered  the
          President  an option to purchase  20,000  shares of common stock for a
          price of $5 per share.  This option expires December 31, 1999 one year
          after expiration of his employment contract.

          In 1994, as part of an exclusive  sales  representation  agreement,  a
          national  outdoor  advertising  agency  received an option to purchase
          20,000  shares of new issue common stock at $21 per share.  The option
          expires January 1, 1998.

          In 1994, as part of the terms of acquiring a line of credit, a related
          party received an option to purchase 40,000 shares of new issue common
          stock for a total  purchase  price of $100. On September 1, 1995,  the
          original loan agreement was modified, increasing the option to include
          a total of 80,000  shares of new issue  common  stock.  A discount  of
          $40,000 was recorded  for the  additional  40,000 stock  options to be
          amortized  over  the  life of the  loan.  See  Note 10 for  additional
          details of the credit line.



                                      -14-



<PAGE>



NOTE 9 -  STOCK OPTION PLANS, CONTINUED

          As part of the terms of  acquiring a $360,000  loan,  a related  party
          received an option to purchase 40,000 shares of new issue common stock
          for a total price of $100.  A discount of $39,880 was recorded for the
          40,000 stock  options to be amortized  over the life of the loan.  The
          option expires December 31, 1998.

NOTE 10 - RELATED PARTY TRANSACTIONS

          The  Company  had an  unsecured  debt  of  $523,571,  discounted  at 7
          percent,  payable to a corporate stockholder in 48 equal installments.
          The Company has not made the scheduled  payments on the  stockholder's
          unsecured debt as required by the agreement.  The Company modified the
          loan agreement on April 11, 1996 to allow the Company to either accrue
          or pay  the  stated  monthly  amount.  Accrued  payments  will  accrue
          interest at the 8 percent,  adjusted on February 1, and August 1, each
          year, to 5 percent above the Federal  Discount Rate.  Stockholder  can
          demand  payments,  start  at  any  time,  to be  paid  over  48  equal
          installments.  Total interest payments were $67,423 for the year ended
          December 31, 1996.

          The same  stockholder  has  provided  a  credit  line to  finance  the
          implementation  of the  bankruptcy  plan.  On  January  7,  1994,  the
          effective date of the plan, $1,200,000 was made available,  secured by
          all the assets of the Company,  subordinate only to holders of secured
          debt.  Interest  is at an  initial  rate  of 8  percent,  adjusted  on
          February  1 and August 1, each year,  to 5 percent  above the  Federal
          Discount Rate. On September 1, 1995, the Company modified the terms of
          its original agreement and repayment terms. Principal and interest are
          payable in monthly  installments  of $20,000,  due on the first day of
          each month,  until paid in full.  The amount  utilized at December 31,
          1996  was  $317,935.   Total  payments  made  including  interest  and
          principal were $240,000 for the year ended December 31, 1996.

          As part of the loan  modification  dated  September 1, 1995,  the same
          stockholder loaned the Company $360,000,  secured by all the assets of
          the  Company  payable  interest  only at 10  percent  for four  years,
          thereafter,  monthly  installments of $9,130 until paid in full. Total
          interest payments were $36,000 for the year ended December 31, 1996.

NOTE 11 - SUBSEQUENT EVENT

          Subsequent   to  year-end,   the  Company   signed  a  memorandum   of
          understanding with a buyer for the sale of all of the Company's stock.
          The transaction is subject to stockholder  ratification and completion
          of due diligence procedures to be performed by the buyer.



                                      -15-



<PAGE>



Item 6. Management's Discussion and Analysis or Plan of Operation.

     The following  discussion and analysis  should be read in conjunction  with
the  financial  statements  and notes thereto  appearing  elsewhere in this Form
10-KSB.

General

     From January 22, 1992 until January 7, 1994, the Company was in bankruptcy.
In  addition,  since 1992,  management  of the Company has been  implementing  a
revised business plan. See "Item 1 - Business - Background of the  Company/Prior
Bankruptcy."  The Company's  financial  statements  for each of the fiscal years
ended December 31, 1994 ("fiscal 1994") and December 31 1995 ("fiscal 1995") are
included in this Registration Statement.

     During fiscal 1993, the Company's principal focus was on merely maintaining
the Company's  existence,  on resolving the various  bankruptcy  claims,  and on
confirming the Company's plan of reorganization. During fiscal 1994, the Company
commenced its transition  from a company  operating under the supervision of the
Bankruptcy  Court to a company that had a revised  business  plan.  Accordingly,
during fiscal 1994,  the Company  reduced its work force,  revised its marketing
agreement  with Van Wagner,  entered into the Joint Venture  agreement  with Van
Wagner,  and turned its focus to renting and maintaining  the advertising  space
available  at the  Company's  shelters.  Other than  changing or  entering  into
agreements  with Van Wagner,  the Company  continued the  implementation  of its
business plan throughout fiscal 1996. The Company believes that the new business
plan will, in the long turn, increase the Company's revenues, reduce its overall
operating  costs, and increase the Company's  presence in additional  geographic
markets.  Accordingly,  the enclosed financial statements may not necessarily be
indicative  of the  Company's  expected  on-going  operating  results  under its
revised business plan.


Results of Operations

     Revenues  during fiscal 1995 and fiscal 1996 were derived from  advertising
fees received by the Company from the rental of the  advertising  panels located
in the Company's  installed  shelters.  Revenues for fiscal 1996 exceeded fiscal
1995 revenues by $134,058,  or 2%, due to the implementation of management's new
business  plan,  which  plan was  adopted  in 1992  and has  been  incrementally
implemented  during  fiscal 1995 and fiscal  1996.  In  accordance  with the new
business  plan,  the  Company's  objectives  were to increase  (i) the number of
installed  shelters,  (ii) the occupancy  rate for  advertising in the panels of
each shelter,  and (iii) the average rental rate paid per advertising panel. The
increased  revenues  in fiscal  1996 were the result of an  increase  in the per
panel rental rate during fiscal 1996 over fiscal 1995.

     The Company's total costs of sales in fiscal 1996 increased by $52,677,  or
1%, over 1995. Cost of sales as a percentage of revenues increased slightly from
66% in fiscal 1995 to 65% in fiscal 1996.  Advertising  commissions increased in
fiscal 1996 as the result of increased advertising sales. Since the Company pays
commissions  based on a percentage of advertising  sales,  such commissions will
increase as advertising sales increase.  Gross profit percentage for fiscal 1996
and 1995 remained stable at 34% of sales.

     Installation  and  maintenance  expenses  for  fiscal  1996  increased  20%
compared  to  the  prior   fiscal  year  due   primarily   to  new  bus  shelter
installations.  City  advertising fees decreased by 19% in fiscal 1996, due to a
decrease in fees to cities on a percentage  basis. In addition,  the Company had
discovered  certain  overpayments  in prior  years to the city of Clark  County,
which were taken as credits in the current year.  Since the Company pays fees to
cities and  municipalities  for the right to maintain shelters in the cities and
municipalities, such fees will increase as advertising revenues increase.



                                      -16-



<PAGE>



     The Joint Venture obtained its first city contract in 1995.  However,  only
minimal revenues were received in fiscal 1995 as the shelter  installations were
not completed until late in the year. Revenues for fiscal 1996 were also minimal
due to the lack of  market  recognition  by  advertising  clients.  The  Company
believes  that the Joint Venture will in the future enter into  agreements  with
additional  municipalities to establish and operate  shelters,  which operations
will  generate  additional  revenues  for the  Company.  Because the Company has
approximately  650 fabricated  bus stop shelters in inventory,  the Company will
not have to expend any cash in connection with the  establishment of shelters by
the Joint  Venture.  The amount of revenues,  to be generated in the future from
the operation of the Joint Venture is, however,  dependent on the future success
of the Joint Venture in obtaining the right to establish shelters,  the terms of
the  agreements  to be  entered  into  with the  municipalities,  the  amount of
advertising  revenues  generated by the Joint Venture's  shelters,  and on other
factors.  The revenues  generated  from this joint  venture  during  fiscal 1996
amounted to $87,538.

     The  Company's  total  operating  expenses  increased  in  fiscal  1996  by
$165,115.  The primary reasons for this increase was an increase in professional
fees of $96,342 and an increase in wages and related expenses of $31,749.

     In fiscal 1996, the Company incurred  $224,407 of interest expense compared
to $180,301 in fiscal  1995.  The  increase  in  interest  expense is  primarily
attributable to an increase in debt.

     For the fiscal year ended  December  31, 1996,  the Company  recorded a net
loss of  $41,091  compared  to a net income of $79,997  for  fiscal  1995.  This
represents a change of $121,088 in fiscal 1996 over fiscal 1995.


Liquidity and Capital Resources

     As of December 31, 1996,  the Company's  current  liabilities  exceeded the
Company's current assets by $393,456. This represents an increase of $117,669 in
fiscal 1996 over fiscal 1995.  Approximately  $412,155 of the current  liability
consists of indebtedness owed to Dr. Ross under the Plan. Dr. Ross is a Director
and principal  shareholder  of the Company.  See "Item 9.  Directors,  Executive
Officers,  Promoters,  and Control Persons," and "Item 12. Certain Relationships
and Related  Transactions."  The Company and Dr. Ross  restructured this current
liability in order to allow the Company the  opportunity  to  implement  its new
business  plan.  Under this  restructured  agreement  with Dr. Ross, the Company
believes that it can fund the remaining  portion of its working  capital deficit
through  borrowings  under the unused portion of its Credit Facility and through
cash generated from operations.  For a description of the Credit  Facility,  see
"Item 12.  Certain  Relationships  and  Related  Transactions."  The  Company is
considering  obtaining private financing from unaffiliated  investors to pay off
the working  capital deficit and to provide the Company with working capital for
the possible future expansion of its business into other geographic  markets. No
assurances can,  however,  be given that the Company will be able to continue to
fund its current  working  capital  deficit.  Failure to satisfy its vendors and
other   creditors   could   result   in  the   loss  of   business   with   such
vendors/creditors,  could cause a change in the terms the Company  receives from
such  vendors/creditors,  and  could  result  in the  initiation  of  bankruptcy
proceedings against the Company.

     During  fiscal 1996,  the Company had a positive  cash flow from  operating
activities of $880,621.  This  represents an increase of $245,555 in fiscal 1996
over fiscal 1995.  This was  primarily due to the increase in cash received from
advertising  clients. In addition,  the Company used a total of $561,967 to fund
its purchases of new property and equipment and for other investing activities.



<PAGE>



     At  December  31,  1996,  the  Company's  outstanding  accounts  receivable
decreased the amount of accounts receivable  outstanding as of December 31, 1995
by $388,055. The decrease is due to an increase in collections.

     Pursuant  to the Plan,  the  Company  borrowed  $800,000  under the  Credit
Facility in January 1994. Under the Credit Facility, the Company was required to
make  monthly  payments of  principal  and  interest and did not do so until the
Company  restructured  the Credit Facility  effective  September 1, 1995.  Since
September  1, 1995,  the Company has made all  required  payments of $20,000 per
month and is current under the terms of the Credit Facility. The current balance
as of December 31, 1996 was $317,935.

     The Company  currently  has  approximately  650 shelters in its  inventory.
Accordingly,   the  Company's  future  capital   expenditures   related  to  the
installation  of additional  shelters is expected to be  insignificant,  and its
marginal cost of maintaining  additional shelters is expected to be low. Because
the Company's marginal cost of installing and maintaining additional shelters is
low, the Company could increase its operating cash flow by installing additional
shelters  (directly or through the Van Wagner Joint  Venture) and by renting the
space on such additional  shelters.  Based on its currently  pending RFPs and on
increased shelter installation in existing municipalities,  the Company believes
that it will be able to  increase  its base of  installed  shelters  during  the
current fiscal year.

     In connection with obtaining  additional  Municipal Contracts and Municipal
Permits,  the Company is typically  required to post a performance bond with the
municipality to guarantee the removal of the shelter upon the termination of the
Municipal Contract. Under the Credit Facility, the Company is entitled to obtain
up to  $300,000  of  irrevocable  letters  of credit to satisfy  future  bonding
requirements.  The Company has funded all such bonding requirements to date with
operating  capital,  and as such  all  $300,000  is  available  for use for such
bonding.  As of the date hereof,  the Company believes that the letter of credit
portion of the Credit  Facility is sufficient to satisfy the Company's needs for
at least 12 months.



<PAGE>



                                   SIGNATURES



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



                                   Metro Display Advertising, Inc.



April 11, 1997                     By /s/SCOTT KRAFT
                                      ----------------------------
                                      Scott Kraft
                                      Chief Executive Officer and President



     In accordance  with the  Securities  Exchange Act of 1934,  this report has
been signed below by the following  persons on behalf of the  registrant  and in
the capacities and on the dates indicated.


     Signature                Capacity                           Date
     ---------                --------                           ----


/s/ SCOTT KRAFT               Chief Executive Officer and        April 11, 1997
------------------------      President (Principal Executive,
Scott Kraft                   Financial and Accounting
                              Officer


/s/ ALLAN L. ROSS, M.D.       Chairman of the Board of           April 11, 1997
------------------------      Directors
Allan L. Ross, M.D.


/s/ MARK R. BOILEAU           Director                           April 11, 1997
------------------------
Mark R. Boileau


                              Director and Secretary             April 11, 1997
------------------------
William M. Slater