U.S. SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C. 20549
  
                         Form 10-KSB
  
  [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
  Exchange Act of 1934
     For the fiscal year ended December 31, 1996  
        Commission File No. 33-89714
  
  [   ] Transition Report Pursuant to Section 13 or 15(d) of the
  Securities Exchange Act of 1934
     For the transition period from ______ to ______ .
  
                       WILD WINGS, INC.          
        (Name of small business issuer in its charter)
  
      Nevada                                   84-1120614       
  State or other jurisdiction of          (I.R.S. Employer
  incorporation or organization                 Identification No.)
  
      899 South Artistic Circle, Springville, Utah 84663   
     (Address of principal executive offices) (zip code)
  
  Issuer's telephone number, including area code: (801) 491-4066
  
  Securities registered under Section 12(b) of the Exchange Act: None
  
  Securities registered under Section 12(g) of the Act: None
  
  Check whether the Issuer (1) has filed all reports required to be filed
  by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
  preceding 12 months (or for such shorter period that the Issuer was
  required to file such reports) and (2) has been subject to such filing
  requirements for the past 90 days.    Yes  X      No        
                                            ----        ----
  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
  contained, to the best of the Issuer'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.  $121,184.00         
  
  As of February 12, 1997, the aggregate market value of voting stock held
  by non-affiliates was $2,280,000.
  
  The number of shares outstanding of the Issuer's common stock at
  December 31, 1996:    12,960,000
  
  Transitional Small Business Disclosure Format:   Yes      No  X 
                                                       ----    ----
<PAGE>
                            PART I
  
  Item 1. Description of Business
     
     (a)   Business Development.
  
     Wild Wings, Inc. (the "Company") was incorporated in the State of
  Colorado on July 7, 1989 originally as Winter Ventures of Colorado, Inc. 
  In connection with the initial formation of the Company, 100,000 shares
  of Common Stock were issued to the initial founder of the corporation
  for $1,000.  The Company was inactive from inception until 1994.  On
  November 30, 1994, the stock was forward split on a 3 for 1 basis,
  increasing the total outstanding shares to 300,000.  An additional
  460,000 shares were sold for aggregate consideration of $10,200 in
  December, 1994, and shareholders approved a name change to Wild Wings,
  Inc., and a change of corporate domicile from Colorado to Nevada.  The
  Company was activated and registered a public offering of its securities
  to raise funds from such offering with which to commence business
  operations.  Pursuant to a Registration Statement on Form SB-2,
  Commission File No. 33-89714, which become effective April 28, 1995, the
  Company sold 100,000 shares of its common stock to the public at $1.00
  per share and raised gross proceeds of $100,000.
  
     (b)   Business of Company.
  
     General
  
     The Company is engaged in the business of operating a hunting
  club, sporting clays shooting range and gun dog kennels for sportsmen. 
  The Company commenced full scale operations when it opened the hunting
  club, shooting range, and gun dog kennels in September 1995.   During
  1995 the Company sold more than 100 memberships, leased and improved
  properties, bought game birds, dogs, and other assets to have the
  sporting clay range and the hunting club ready for the commercial
  hunting season opening on September 1, 1995.  The Company's target
  market is Utah's upland game bird hunters, which are estimated to number
  in excess of 70,000.  The Company offers a top quality hunting and
  shooting club that is located on the southeast side of Utah Lake.  The
  area provides excellent bird habitat and cover and is easily accessible
  within a one hour drive of Utah's major metropolitan areas.  Members of
  the hunting club have the opportunity to hunt with guides or on their
  own and are able to hunt for pheasants, quail, chukar, as well as a
  variety of other game birds such as duck, geese, etc.  In addition to
  bird hunting, the company operates a sporting clays shooting range with
  a variety of different shooting courses designed to duplicate the flight
  of wild game birds and to challenge the shooting skills of the shooters. 
  The operation of the gun dog kennel provides hunting dogs as needed for
  the club members and also provides an additional source of revenues
  through the sale of dogs.

                                  -2-
<PAGE>

    The Industry
  
     The decline of pheasant and other upland game bird populations
  throughout Utah due to loss of rural habitat from increasing
  urbanization, and exploding hunter and other predator populations has
  led to limitations on hunting for all upland game birds.  These
  restrictions include a short hunting season (3-14 days for most of
  Utah), small bag limits (typically 2 roosters), and a less enjoyable
  hunting environment for many upland bird hunters.   In addition, access
  to quality pheasant habitat is severely restricted for most hunters due
  to the ever increasing access restrictions imposed by land owners.  In
  response to the decline in quality upland bird hunting in Utah,
  Commercial Hunting Areas (CHA's) have begun to satisfy the needs of  the
  70,000 plus upland bird hunters.  CHA's provide hunters with quality
  hunting habitat, large populations of game birds (pheasants, quail,
  chukar, Hungarian partridges, etc.), and a managed environment to
  prevent overcrowding and provide a quality bird hunting experience.  In
  addition to bird hunting, management believes that sporting clays have
  become a fast growing shooting sport nationally, and that in Utah,
  sporting clays are quietly gaining in popularity at the clubs which have
  put in sporting clay ranges.
  
     Government Regulation
     
     Hunting for upland game birds and other wildlife is subject to
  strict licensing and other extensive government regulation at both the
  federal and state level.  In Utah, the Utah Division of Wildlife
  Resources (DWR) is the principal agency which controls hunting,
  licensing, and otherwise regulates wildlife management and resources,
  including the operation of Commercial Hunting Areas (CHA) such as the
  Company operates.  Such regulations include various restrictions and
  limitations which will affect the Company's business, including
  prescribed hunting seasons, bag limits, license limits and fees, habitat
  management and use, and prescribed numbers of birds released and
  harvested.
  
     Under the direction of the Utah Wildlife Board, the DWR governs
  the administration and operation of each CHA.   A CHA must have a
  current, valid certificate of registration for the private property that
  it has registered as a CHA.  A CHA must have a minimum area of 160 acres
  and can have no more than 1,920 acres in a single connected tract of
  land.  The boundaries must be clearly marked with signs and natural or
  artificial boundaries.  Species of game birds authorized for use on a
  CHA are limited to those which do not create a potential hazard to
  existing adjacent protected wildlife and which do not conflict with the
  public interest.  Only species of birds which can be readily propagated
  under penned conditions and for which brood stock can be legally
  acquired are authorized.   A minimum of 100 birds of each authorized
  species must be released on each CHA during the current operating year. 
  CHA operators must not allow harvest of more than 85% of the birds of
  each species released during each season.  The hunting season for CHAs
  is from September 1 of each year through the following March 31.  An
  application must be filed with a $150 fee and approved for a registered
  CHA prior to each hunting season.
  
                                  -3-
<PAGE>

     Seasonality
  
     The hunting club season is from September 1 through March 31. 
  Therefore, the Company is able to generate hunting club revenues for
  only seven months.  The Sporting Clays courses will be open year round
  (weather permitting), however, management has no experience or basis to
  forecast the demand for the Sporting Clays.  In addition, the lease
  holder has the option of closing the sporting clay range at anytime. 
  Therefore, there is no assurance that the sporting clays will be opened
  during any period of time.
  
     Sources and Availability of Raw Materials
  
     The Company has placed purchase orders for the majority of its
  game birds from three suppliers; Hatt's Ranch, Rocky Mountain Hatchery
  and Quailco.  The Company's business could be adversely affected by a
  disruption in its purchases from these suppliers.  While the Company
  believes its supplier relations are good, the Company has no supply
  contracts with any of its suppliers, and any supplier could discontinue
  selling to the Company at any time.  
  
     Competition and Markets
  
     Utah has approximately 32 operating CHA's located throughout the
  state.  Management believes that the club appeals to sportsmen that live
  within a radius of approximately 100-150 miles of Springville where the
  Company has its operations.  This area includes Utah County and Salt
  Lake County which contains the majority of Utah's upland bird hunting
  population.
  
     The market for CHA's and Sporting Clays is very competitive and is
  composed of different types of CHA's and sportsmen.  The most common
  type of CHA targets the middle class sportsman with a moderate priced
  membership ranging from a $100-200 initiation fee and $10-15 for each
  pheasant.  These CHA's are frequently operated by landowners looking to
  supplement their farming or ranching income.  Service and quality are
  not a major focus, rather raising game birds and planting them for
  hunters is the standard approach.  Service is limited to showing hunters
  where to find birds.  These clubs cater and appeal to hunters who are
  somewhat price sensitive and are looking for an inexpensive place to
  hunt birds.
  
     The other market segment consists of corporations and wealthy
  hunters looking for an exclusive, top quality CHA.  Currently, there are
  approximately 4-5 CHA's that target this market.  These clubs charge
  $400-2,000 initial fee and $12-15 for each pheasant shot.  However, most
  of these clubs are a 4-8 hour round trip drive for the sportsman to
  reach.  Management believes that there is an opportunity for a 
  top-quality exclusive hunting club that targets corporations and wealthy
  individuals with a lodge that is conveniently located within 100-150
  miles of their homes and businesses.  
  
                                    -4-
<PAGE>

     While marketing emphasis will be targeted towards corporations and
  wealthy hunters, management believes that it will also be able to cater
  to the middle class market by implementing price sensitive membership
  structures with restricted hunting privileges.
  
     Advertising and Marketing Strategy
  
     The Company markets its hunting club, sporting clay range, and
  gundog kennels through a very targeted marketing program.  The Company
  has utilized the sporting goods conventions and shows in Salt Lake City
  dispensing information and signing up members at a booth that it rented. 
  Also, the company will develop co-promotions with sporting goods stores
  and relevant sporting goods manufacturers (i.e. guns, ammunition, etc). 
  Direct mail and direct solicitation will also be utilized to contact
  potential members.  Additionally, the Company will utilize billboards
  and local newspapers and television hunting programs to advertise.
  
     Membership Structure
  
     Management has developed and tested with sportsmen a membership
  structure that is not only unique in the market, but also appealing to
  wealthy sportsmen and corporations.  A description of the current
  membership structure follows.  Prices are subject to change.
  
  
                Wild Wings 100 Club Membership
  
     This is an exclusive membership that is limited to no more than
  100 memberships.  The Company sold 38 of these memberships to date.
  
  Price  Initial fee:  $1,975 each (20% discount for shareholders of 1,000
  or more shares.)
  
  Prepaid Birds  Each member must prepay for a minimum of 50 birds at
  prepaid bird price by March 31 of each year to maintain membership.
  
  Annual fee  A $95 annual fee must be paid by March 31 of each year to
  maintain membership.
  
  Membership Rights
     1-Hunt Tuesday through Sunday with priority given on weekends and
  holidays.
     2-Bring up to 8 hunters free of charge.
     3-Membership is transferable (can give or sell to other people).
  
                               -5-
<PAGE>

               Wild Wings Classic Family Membership
  
     This type of membership is unlimited.  The Company has sold 68 of
  these memberships to date.
  
  Price  Initial fee-$750 (20% discount for shareholders of 1,000 or more
  shares.)
  
  Prepaid Birds  Minimum of 5 birds prepaid by March 31 annually
  
  Annual fee  A $50 annual fee must be paid by March 31 of each year to
  maintain membership.
  
  Classic Family Membership Rights
     1-Hunting on Tuesday through Sunday
     2-Any designated family member can bring up to 4 people at no
  extra charge.
     Note:  Membership is not transferable (member must accompany other
  hunters)
  
               Wild Wings Individual Membership
  
     This unlimited membership was implemented in November of 1996. 
  The Company has sold 3 of these memberships to date.
  
  Price  Initial fee-$495 (20% discount for shareholders of 1,000 or more
  shares.)
  
  Prepaid Birds  Minimum of 5 birds prepaid by March 31 annually
  
  Annual fee  A $50 annual fee must be paid by March 31 of each year to
  maintain membership.
  
  Individual Membership Rights
     1-Hunting on Tuesday through Sunday
     2-Member can bring up to 3 people at no extra charge.
     Note:  Membership is not transferable (member must accompany other
  hunters)
  
                Wild Wings Weekday Membership
  
     This unlimited membership was implemented in November 1996.  The
  Company has sold 2 of these memberships to date.
  
  Price  Initial fee-$295 (20% discount for shareholders of 1,000 or more
  shares.)
  
  Prepaid Birds  Minimum of 5 birds prepaid by March 31 annually.
  
  Annual fee  A $50 annual fee must be paid by March 31 of each year to
  maintain membership.
  
                                -6-
<PAGE>

  Weekday Membership Rights
     1-Hunting on Tuesday through Friday
     2-Bring up to 3 people at no extra charge
     Note:  Membership is not transferable (member must accompany other
  hunters)
  
  Prices for Other Products & Services
  
     1.  Bird Prices
                    Pheasants      Chukar         Quail
     Prepaid           $13           $8            $7
     In-Season         $16          $10            $9
  
     2.  Bird Cleaning
                    Pheasants      Chukar         Quail
                    $2.00/bird   $1.50/bird    $1.00/bird
  
     3.  Dogs and Guide - $25/hour
  
     4.  Additional Hunters - $30 per additional hunter
  
  Sporting Clay Range Pricing -    $10 for 50 clays
                              $12 for 50 clays (5 Stand)
                         $7 for 25 clays (5 Stand)
  
     Employees
     
     During the 1996 fiscal year, the Company hired a total of 17
  employees, some of whom were seasonal and are no longer employed with
  the company.  Currently, nine of these employees are on the payroll, of
  which two are employed full-time.
  
  Item 2. Properties
     
     The Company's principal executive offices are located at 899 South
  Artistic Circle, Springville, UT  84663 and its telephone number is
  (801) 491-4066.
  
     In January, 1995 the Company entered into a lease agreement with
  Crandall Farms, Inc. of Springville, Utah to acquire the rights to use,
  for the operation of a Commercial Hunting Area and sporting clays
  shooting range, the real property and improvements located at 250 West
  3500 South in Utah County, Utah, consisting of 518 acres of farmland on
  the shore of Utah lake just west of I-15.  The lease is for a term of
  five years commencing April 1, 1995 and ending March 31, 2,000 and is
  renewable by the Company for an additional five year term.  However, the
  lease is effectively a periodic lease from year to year because it is
  terminable by either party on the anniversary date (April 1) each year
  upon 30 days written notice prior to such anniversary date.  In the

                                 -7-
<PAGE>
  event of termination, the landowner is precluded from using or
  permitting use of the property as a Commercial Hunting Area for three
  years after such termination.
  
     Improvements on the property include a house of approximately
  1,000 square feet which the Company remodeled and fixed up for use as a
  club house and office, and two barns which the Company uses in the
  breeding and raising of hunting dogs and game birds.  In addition, a
  fifty-car parking lot was built in 1996. The Company uses approximately
  two acres immediately adjacent to the barns to install and maintain fly
  pens for the pheasants and other birds, and approximately 15 acres in
  the vicinity of the house and barns for parking area and the sporting
  clays shooting range.  The remaining acreage is subject to joint use
  between the Company to have reasonable and adequate access to all
  parcels of the property for hunting rights.  The landowner will continue
  to raise crops and otherwise conduct farming operations on the property. 
  In consideration of the hunting rights and other uses the Company is
  leasing, the Company agreed to pay the following amounts to or for the
  benefit of the landowner and the property:  $2,000 for approximately one
  half mile of fencing materials plus labor for installation annually: 10%
  of sales from the Sporting Clays Shooting Range with a guaranteed $1,000
  annual minimum; $180 per month as rental for the club house; $100 per
  acre annually used for pheasant fly pens; a landowner membership in the
  club; and other payments in amounts to be negotiated in the event the
  Company requests the landowner to forego cultivation and/or change crops
  in order to preserve or facilitate cover and habitat for birds.
  
     The Company opened an office on-site at the Springville hunting
  club location.  The Company uses the home office of Mr. David N.
  Nemelka, (899 South Artistic Circle, Springville, Utah  84663) its
  former CEO and Secretary/Treasurer, in Springville, Utah, on a rent free
  basis as its executive or administrative office for the time being until
  the Company's business requires more extensive administrative
  facilities.  In addition, the Company paid $500 per month to an entity
  owned by David R. Nemelka, the father of the former President of Wild
  Wings for use of a mobile home located within a few miles of the
  clubhouse, which is used as a management office.  The trailer was lived
  in by the on-site manager of the hunting club and was also used to
  provide phone reception services for the hunting club, since there was
  no phone service at the clubhouse until July 1996 at which time the club
  terminated use of the trailer.
  
      Although the initial lease agreement covering in excess of 500
  acres is more than sufficient to operate a hunting club, management's
  ultimate objective was to lease a total of approximately 1,500 acres for
  use of the club.  After the initial lease was secured, management
  continue negotiating with landowners of adjacent tracts of land and
  reached agreements with other landowners of 780 acres for one year
  leasing arrangements which management expects to negotiate renewal of on
  an annual basis.  Management estimates that total payments with respect
  to the land leases the Company has secured will be within the range of
  $2-3,000 annually.
  
     It is contemplated by the parties that joint use of  the property
  will not be incompatible.  However, the potential for conflicting uses
  exists and there is no assurance that the parties will resolve any
  conflicts that may arise.  Failure to resolve conflicts on a mutually

                                -8-
<PAGE>
  satisfactory basis would most likely result in one or both parties
  electing to terminate the lease, in which event the Company would have
  to locate and secure rights to other suitable property, for which it
  presently has no commitments or arrangements, in order to be able to
  continue operating a Commercial Hunting Area.  Continuation of the
  agreement from year to year is therefore entirely dependent upon the
  continuing agreement, cooperation and mutual satisfaction of both
  parties, of which there is no assurance.  Management is generally of the
  belief that the availability of other suitable property is such that it
  could locate and secure rights to other suitable property if necessary
  in the event of termination, but there is no assurance of this. 
  Furthermore, the company has spent substantial sums for development with
  respect to the property which would be totally lost in the event of
  termination.
  
  Item 3. Legal Proceedings.
  
     The Company is not a party to any material pending legal
  proceedings and, to the best of its knowledge, no action by or against
  the Company has been threatened.
  
  Item 4. Submission of Matters to a Vote of Security Holders.
  
     None.
  
  Item 5. Market for Common Equity and Related Stockholder Matters.
     
     (a)  Market information.
  
     The Company's Common stock trading activity has been limited.  A
  public trading market having the characteristics of depth, liquidity and
  orderliness depends upon the existence of market makers as well as the
  presence of willing buyers and sellers, which are circumstances over
  which the Company does not have control.
  
     The Common Stock was registered under a SB2 Registration Statement
  of the Securities Act of 1933.  On or close to July 19, 1996 the Common
  Stock was listed on the Over-The-Counter Bulletin Board (OCTBB) under
  the symbol WILG.  The following table sets forth the high and low bid
  prices for the Common Stock based on closing transactions during each
  specified period as reported by the Over-The-Counter Bulletin Board ,
  which prices reflect inter-dealer prices without retail mark-up,
  mark-down or commission and may not necessarily represent actual
  transactions:
  
  Fiscal 1995                           High                Low
     1st Quarter                        N/A                 N/A
     2nd Quarter                        N/A                 N/A
     3rd Quarter                        N/A                 N/A
     4th Quarter                        N/A                 N/A
   (The stock was not listed until the 3rd quarter of 1996)
  
                                -9-
<PAGE>

  
  Fiscal 1996                           High                Low
     1st Quarter                        N/A                 N/A
     2nd Quarter                        N/A                 N/A
     Third Quarter                      N/A                 N/A
     Fourth Quarter                    $2.25               $2.00
  
  The first month the stock traded was November 1996.
  
     (b)  Holders.
  
     As of December 31, 1996, there were approximately 68 record
  holders of the Company's Common Stock.  No other class of stock has been
  issued at this time.
  
     (c) Dividends.
  
     The Company has not previously paid any cash dividends on common
  stock and does not anticipate or contemplate paying dividends on common
  stock in the foreseeable future.  It is the present intention of
  management to utilize all available funds for the development of the
  Company's business.  The only restrictions that limit the ability to pay
  dividends on common equity or that are likely to do so in the future,
  are those restrictions imposed by law.  Under Nevada corporate law, no
  dividends or other distributions may be made which would render the
  company insolvent or reduce assets to less than the sum of its
  liabilities plus the amount needed to satisfy any outstanding
  liquidation preferences.
  
  Item 6. Management's Discussion and Analysis of Financial Condition
           and Results of Operations.
  
     The following discussion and analysis should be read in
  conjunction with the Company's financial statements and the notes
  associated with them contained elsewhere in this report.
  
                             -10-
<PAGE>
    Results of Operations.
  
             FISCAL YEAR ENDED DECEMBER 31, 1996
                         COMPARED TO 
             FISCAL YEAR ENDED DECEMBER 31, 1995
  
                                Year Ended  December 31, 
                            ___________________________________
                                    1996            1995  
                              ________________   ____________
                                        % of             % of
                              Dollars  Revenue  Dollars Revenue
Revenue 
  Net Sales . . . . .         $121,184  100.0%  $91,552  100.0%
Cost of Sales . . . .           23,867   19.7    20,006   21.9
Gross Profit . . . . .        $ 97,317   80.3   $71,546   78.1
Operating expenses:
  Salaries, wages and benefits  44,142   36.4    10,189   11.1
  Consultants and independent 
    contracting fees . . . .    10,359    8.5    23,589   25.7
  Facilities and maintenance     7,889    6.5    18,848   20.5
  Legal and accounting fees     17,426   14.4     4,539    4.9
  Depreciation and amortization 12,407   10.2     3,081    3.3
  General and administrative   107,900   89.0    43,259   47.2
Total operating expenses .     200,123          103,505
(Loss) from operations . ..   (102,806)  N/A    (31,959)   N/A
Other income (expense) . .        (277)             936
(Loss) before income taxes .  (103,083)  N/A    (31,023)   N/A
Current Tax Expense                --               -- 
Deferred Tax Expense               --               --
Net (Loss) . . . . . . . .    (103,083)  N/A    (31,023)   N/A
  
   Operating revenue for fiscal 1996 was $121,184, an increase of $29,632 or
32.4% over revenue of $91,552 during fiscal 1995.  This increase was primarily
due to the fact that the club was only in operation for four months of the 1995
fiscal year and in full operation during the entire 1996 fiscal year.

   Operating expenses for fiscal 1996 was $200,123, (165% of revenue), an
increase of 96,618  or  or 93.3% over operating expenses of $103,505 (113% of
revenue) for fiscal 1995.  As explained previously, the increase was primarily
generated from the club being in full operation for an entire fiscal year as
compared to 1/3 of a year.  The operating expenses were also increased due to a
significant increase in payroll wages, but offset by a decrease in
consultanting and independent contracting fees.

   Payroll expenses for fiscal 1996 were $44,142 (36.4% of revenue), an
increase of $33,953 or 333% over payroll expenses of $10,189 (11.1% of revenue)
during fiscal 1995.  The significant increase is due to the fact that not only
was the club opened for the entire fical 1996 year but as the business grew
more employees were needed to meet the demand of club members.  Consulting and
independent contracting fees for fiscal 1996 were $10,359 (8.5% of revenue) a
decrease of $13,230 or 43% from fiscal 1995 consulting and independent
contracting fees of  $23,589 (25.7% of revenue).  
                               
                               -11-
<PAGE>

The decrease is directly
related to the demand for such contractors during the start-up period of the
business.  Many independent contractors and consultants were hired during
fiscal 1995 to get the club ready for business. 

   Facilities and maintenance costs for fiscal 1996 were $7,889 (6.5% of
revenue) a decrease of $10,959 or 41.8% from the 1995 fiscal facilities and
maintenance costs of $18,848 (20.5% of revenue).  Once again, the 1995
facilities and maintenance costs included a lot of the start-up business cost. 
Once the club was established the maintenance costs considerably decreased. 
The club also hired a new manager in September 1996 that has been instrumental
in cutting costs, especially maintenance to equipment and fly pens.  The club
also terminated a rental agreement for use of a trailer in July of 1996. 
Depreciation and amortization expenses for fiscal 1996 were $12,407 (10.2% of
revenue) and increase of $9,326 or 302% from the 1995 fiscal depreciation and
amortization expenses  of $3,081 (3.3% of revenue).  The increase is not only a
result of the length of operations but it is also a result of acquisitions of
sporting clays equipment during the 1996 fiscal year.

   Legal and accounting fees for fiscal 1996 were $17,426 (14.4% of revenue)
an increase of $12,887 or 283% from the 1995 fiscal legal and accounting fees
of $4,539 (4.9% of revenue).  The increase is primarily a result of a full year
of operations in 1996 was opposed to 4 months in 1995.

   General and administrative costs for fiscal 1996 were $107,900 (89% of
revenue) an increase of $64,641.00 or 149% from the 1995 fiscal general and
administrative costs of $43,259 (47.2% of revenue).  As explained earlier the
increase is direct result of the longer length of operations.

   
Seasonality  

   The Company's operations are subject to seasonal fluctuations during the
winter and spring months due to weather.  The sporting clays business is also
affected by weather during the summer months due to heat.

Subsequent Events

   (a)  Komatsu

   On October 8, 1996, Wild Wings, Inc. entered into a Stock Purchase
Agreement with Komatsu Investments Limited pursuant to which the Company sold
Komatsu Investments Limited 12,000,000 shares of common stock for a cash
payment of $40,000.  As a result of the transaction, Komatsu Investments
Limited held approximately 93% of the Company's issued and outstanding common
stock.  On October 25, 1996, the Board of Directors issued 100,000 common
shares at $.25 per share ($25,000) to Pascal Corporation pursuant to Regulation
S of the Securities Act.  

   It was the intention of Komatsu Investements Limited to pursue the
acquisition of an operating company by the Company.  A letter of intent was
negotiated with Kangarway Company Limited to enter into a tax free
reorganization.  Kangarway, an electronics company expects USD $14.2 million in
net after tax earning on USD $55 million in reveunes for the fiscal year ended
1996.  The reorganization was contingent upon certain financing conditions.

                                  -12-
<PAGE>
   On February 18, 1997 Komatsu Investments Limited having failed to
negotiate an acquisition of a company with annual sales of not less than
$20,000,000.00 per year signed a cancellation agreement with Wild Wings, Inc. 
The agreement allows Wild Wings to repurchase the shares issued to Komatsu upon
the acquisition of another company by Wild Wings for $31,000.  Komatsu agreed
that any company which entered into any acquistion agreement with Wild Wings
shall be beneficiary of the full release and discharge granted Wild Wings by
Komatsu and that Wild Wings is authorized to represent to such acqusition
candidate that such acquisition candidate may rely on the agreement and
representations that there are no threatened or pending claims of litigation
against Wild Wings or any outstanding options or claims against shares of
common stock of Wild Wings held by Komatsu or any of its affiliates except the
payment to be made to Komatsu.

   (b) Mid-Ag, L.C.

   On March 4, 1997, Wild Wings, Inc. signed a letter of intent with Mid-Ag,
L.C. (to be reorganized as Red Oak Farms, Inc.) to enter into a tax-free
reorganization.  Red Oaks Farms, an Iowa Corporation is in the business of 
processing and marketing Certified Hereford Beef as a part of an exclusive
agreement with the American Hereford Association, Kansas City, Missouri.  Red
Oak Farms processed in excess of 60,000 cattle in 1996 and is developing a
program to become a major producer of premium quality branded beef. 

   As a part of the transaction, Wild Wings, Inc. intends to acquire all of
the issued and outstanding common stock of Red Oak Farms, Inc. in exchange for
10,000,000 shares of the $.001 par value common stock of Wild Wings, Inc.  In
addition, Wild Wings, Inc. would change its name to Red Oak Hereford Farms,
Inc. and new officers and directors would be appointed.  The closing of this
transaction is conditional upon the signing of an acquisition agreement within
30 days of the signing of the letter of intent.
                                
Liquidity and Capital Resources.

   The Company was incorporated on July 7, 1989.  Although the Company was
incorporated in 1989 it was inactive from inception until 1994.  The Company
was activated to raise funds from the sale of its securities and commence
business operations.  In connection with these activities, in 1994 the officers
and directors of the Company contributed $3,000 of additional capital to the
Company in exchange for 300,000 shares of Common Stock.  The Company also
issued 140,000 shares in a private offering of its Common Stock and raised
$7,000 from several investors.  The Company then filed a SB2 with the
Securities and Exchange Commission which was declared effective April 3, 1995. 
Commencing on such date, the Company offered and sold 100,000 shares of common
stock and raised gross proceeds of $100,000.  Net proceeds after offering costs
amounted to $87,414.

                                 -13-
<PAGE>
    The Company has no other significant assets or commitments with respect
to sources of capital.  At this time no assurance can be given with respect to
the length of time that it will be necessary to fund operations.  If the
Company is unable to generate sufficient revenues to finance ongoing
operations, the Company may have to seek additional financing.  The Company
presently has no commitment or arrangements for additional financing from any
source.

Item 7. Financial Statements.

   See attached Financial Statements and Schedules.
  
Item 8. Changes In and Disagreements With Accountants on Accounting and
     Financial Disclosure.

   None.

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

   (a) Identify Directors and Executive Officers.
  
   The following table sets forth the directors and executive officers of 
the Company, their ages, and all offices and positions with the Company.  Each
director is elected for a period of one year and thereafter serves until his
successor is duly elected by the stockholders and qualifies.  Officers and
other employees serve at the will of the Board of Directors.

                         Term Served As      Positions
Name of Director    Age  Director/Officer    With Company

Brenda M. Hall       28   Since Oct. 1996     President, Sec/Treas.&
                                              Director

Puai Wichman         28   Since Oct. 1996     Director

David N. Nemelka(1)  30   Since Nov. 1994     CEO, Pres., Sec/Treas. &
                                              Chairman

   Brenda M. Hall assumed the roles of  President, Secretary/Treasurer and
as one of the Directors of the Company on October 8, 1996.  Her primary duties
include marketing, bookkeeping and general management of the Company.   Before
accepting the position of Company President, Mrs. Hall worked as an independent
contractor for the company doing bookkeeping, membership and public relations
projects and general secretarial work.  She is currently employed as the
Assistant to the President of Maca Supply Company and also serves as their
AR/AP manager.  She has held this position since April 13, 1993.  She has had
experience operating her bookkeeping business, Dassity, and also a home
business retailing decorative rubber stamps from 1992 to 1995.  She graduated

                                    -14-
<PAGE>
from Brigham Young University with a B.A. in December of 1991.  Mrs. Hall does
not hold any other past or present directorships of any other reporting
companies.

   Puai Wichman accepted the position of Director for the Company on October
8, 1996.  Mr. Wichman received a Bachelor of Law from Auckland University in
1991 and has been admitted as Barrister and Solicitor of the High Court of New
Zealand in 1992 and the High Court of the Cook Islands in 1993.  Since 1993 he
has been employed by TrustNet Limited, a company in the Cook Islands of which
he was appointed Director in March of 1996.  His primary duties include
advising clients of all technical aspect of trust and common law, utilizing
international trusts to provide clients with effective specialized products to
meet their particular requirements, maintaining corporate records and provide
advisory services and review general trustee administration services.  From
February 1992 to January 1993 Mr. Wichman helped to establish the branch office
of Ross Holmes Law Partnership in the Cook Islands where he served in a number
of capacities.  Namely, native land title conveyancing, incorporating companies
and maintaining their records, commercial planning advising, criminal/civil
litigation and financing loan agreements and related securities for
individuals.   Before accepting the position with Ross Holmes Law Partnership
in the Cook Islands in 1992, he was employed in their Auckland, New Zealand
office from May 1991 to January 1992.  His area of focus there included, estate
and tax planning for private clients, company formation and maintenance of
their respective records, financing, loan agreements and related securities for
individuals and general conveyancing.  Mr. Wichman does not hold any other past
or present directorships of any other publicly held reporting companies.

 (1)  David N. Nemelka served as CEO, President, Secretary/Treasurer and
Chairman of the Board of Directors of the Company until his resignation in
October of 1996.  His primary duties included financing, marketing, computer
systems, leasing, and general management of the Company.  He has experience
operating Northstar Adventures, a similar Sportsman focused company operating a
fishing lodge on the Kenai River in Alaska.  Since July, 1994 he has been self
employed pursuing personal business projects.  From June 1993 to July 1994 he
was an Assistant Brand manager at Proctor & Gamble in Cincinnati, Ohio.  From
September 1991 to May 1993 he attended the Wharton Business School at the
University of Pennsylvania from which he earned an MBA.  From August 1989 to
August 1991 he served as CEO of Northstar Adventures which he co-founded.  From
January 1989 to July 1994 he served as President of Tri-Nem, Inc. a public
company that was merged in July 1994 with Innovus Multimedia, Inc., a software
development company.  From August 1988 to August 1991 he served as President
and co-founder of Certified Share Transfer Company, a stock transfer company. 
Mr. Nemelka received his B.S. in business finance from Brigham Young University
and his MBA in finance from the Wharton Business School.

Directorships. 

   (b) Identify Significant Employees.

   Troy Ryan, age 31, serves as the current on-site manager of the hunting
club since September of 1996.  As a member of the hunting club, Mr. Ryan and
his brother renovated the club house and worked occasional weekends.  Prior to
accepting the job as on site manager, Mr. Ryan was employed as an area
supervisor at Teleflex, Inc. from 1986 to September 1996.  Currently, the
Company pays Mr. Ryan a salary of $2,000.00 a month and 10% sales commission on
membership fees.

                                 -15-
<PAGE>
   (c ) Family Relationships.

        None.
  
   (d) Involvement in Certain Legal Proceedings. 

        None.
  
Compliance with Section 16(a) of the Exchange Act
  
   The Issuer is not subject to the provisions of Section 16(a).
  
Item 10.     Executive Compensation.
  
   (a) and (b) General and Summary Compensation Table
     
   The following table contains information with respect to all cash
compensation paid or accrued by the Company during the past two fiscal years to
the Chief Executive Officer of the Company.  No officer individually received
annual cash compensation exceeding $100,000 during the past three years.

                   SUMMARY COMPENSATION TABLE
                     Long Term Compensation
        Annual Compensation           Awards                     Payouts     

                                (e)       (f)        (g)        (h)     (i)
      (a)     (b)   (c)   (d)  Other   Restricted  Securities   (h)     All
                               Annual    Stock     Underlying   LTIP   Other
Name and Principal             Compens-  Award(s)  Options/   Payouts  Compen-
Position     Year Salary Bonus  ation($)  ($)       SARs(#)     ($)   sation($)
David N. Nemelka     ($)   ($)  $3,310
   CEO        1995

David N. Nemelka  $6,000         $510
   CEO        1996
  
Brenda M. Hall    $1,500
   CEO        1996
   The Company did not pay a regular salary or wage to management in 1995,
but did pay and will continue to pay sales commissions to management or
employees involved in soliciting the sale of memberships in the hunting club. 
David N. Nemelka received a total of $3,310 in such commissions in 1995.  In
addition, the Company, pursuant to a consulting agreement, paid McKinley
Capital, an entity owned and controlled by David N. Nemelka, $11,500 in
consulting fees for services performed from August through December of 1995. 
These services included setting up the computer system for the Company, 3rd and
4th quarter accounting, developing and implementing the marketing campaign,
expanding the business plan and other related business services.  (See Item 12.
Certain Relationships and Related Transactions) Mr. Nemelka received $6000
salary compensation and $510 sales commissions during 1996 fiscal year.  He was
also provided the option to acquire 72,500 shares of common stock at $3.00 per
share for services rendered.

                                 -16-
<PAGE>
   Brenda Hall received a salary of $1500 for services performed as an
officer of the company in 1996.  She was also provided the option to acquire
2500 shares of common stock at $3.00 per share.  An additional $1,257
compensation was paid to Dassity, a business owned by Mrs. Hall, for
bookkeeping fees and services performed from January to October 1996.  (See
Item 12.  Certain Relationships and Related Transactions)

  
   (c) and (d) Stock Option and Stock Appreciation Right Plans

1995 Stock Option Plan
  
   In February 1995, the Board of Directors of the Company adopted and the
present stockholders approved, a Stock Option Plan ("1995 Plan").  The 1995
Plan authorizes the granting of awards of up to 400,000 shares of Common Stock
to the Company's key employees, officer, directors and consultants.  Awards
consist of stock options (both non-qualified options and options intended to
qualify as "Incentive" stock options under Section 422 of the Internal Revenue
Code of 1986, as amended), restricted stock awards, deferred stock awards,
stock appreciation rights and other stock-based awards, as described in the
1995 Plan.  The 1995 Plan is administered by the Board of Directors which
determines the persons to whom awards will be granted, the number of awards to
be granted and the specific terms of each grant, including the vesting thereof,
subject to the provisions of the 1995 Plan.

   In connection with qualified stock options, the excise price of each
option may not be less than 100% of the fair market value of the Common Stock
on the date of grant or 110% of the fair market value of the Common Stock on
the date of grant for affiliates of the Company.  The aggregate fair market
value of shares for which qualified stock options are exercisable for the first
time by such employee during any calendar year may not exceed $100,000.
Non-qualified stock options granted under the 1995 Plan may be granted
 at a price
determined by the Board of Directors, not to be less than the fair market value
of the Common Stock on the date of grant.

   The 1995 Plan also contains certain change in control provisions which
could cause options and other awards to become immediately exercisable and
restrictions and deferral limitations applicable to other awards to lapse in
the event any "person," as the term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, including a "group" as defined in Section
13(d), but excluding certain stockholders of the Company, became the beneficial
owners of more than 25% of the Company's outstanding shares of Common Stock.

   As of February 24, 1997, all 400,000 stock options have been issued and
are outstanding.  None of the options have been exercised to date.
  
                               -17-
<PAGE>

             Option/SAR Grants in Last Liscal Year   
                       Individual Grants

   (a)                    (b)           (c)           (d)          (e)
                       Number of      
                       Securities    % of Total
                       Underlying    Options/SARs
                       Options/      Granted to
                       SARS          Employees in  Exercise or Base Expiration
Name                   Granted (#)   Fiscal Year   Price ($/Sh)     Date        
David N. Nemelka, CEO   72,500          100%          $3.00       10/10/2001

Brenda M. Hall, CEO      2,500          100%          $3.00       10/10/2001


   (e)  Long-term Incentive Plan.
        
        None.

   (f)  Compensation of Directors

        None.

   (g)  Employment Contracts and Termination of Employment and 
         Change-in-Control Arrangements.

        None.

   (h)   Report on Repricing of Options/SARs

        None.

                                  -18-
<PAGE>

  Item 11.  (a) and (b)  Security Ownership of Certain Beneficial Owners and
Management.

   The following table sets forth certain information with respect to the
current beneficial ownership of the Company's common stock as of February 12,
1997, of each person known to the Company to be the beneficial owner of more
than five percent (5%) of said securities, each director of the Company, and
all directors and executive officers of the Company as a group:

                       Title of  Amount & Nature of       % of   Stock
Name and Address        Class     Beneficial Ownership(1)  Class Options

Brenda M. Hall          Common      200 shares            0%     2,500 (2)
157 So. 880 E.
Springville, UT 84663

Puai Wichman              Common     0 shares             0%      0
P.O. Box 208
Rarotonga, Cook Islands

All officers and directors  Common   200 shares           0%      2,500 (2)
as a group (2 persons)

Komatsu Investments Ltd,    Common 12,000,000 shares      93%      0
P.O. Box 208
Rarotonga, Cook Islands

   (1)  The nature of the beneficial ownership for all the shares is sole
voting and investment       power.

   (2)  Options are immediately exercisable for a period of five years.

Item 12.     Certain Relationships and Related Transactions.

   During the past two fiscal years, the Company has entered into certain
transactions with officers, directors or affiliates of the Company which
include the following:

   For the time being, the Company will use as its principal executive
office, the office of David N. Nemelka, former President, on a rent free basis,
until such time as the business operations of the Company may require more
extensive facilities and the Company has the financial ability to rent
commercial office space.  There is presently no formal written agreement for
the use of such facilities, and no assurance that such facilities will be
available to the Company on such a basis for any specific length of time.  

   During the 1996 fiscal year the Company paid $12,309 in wages and $2,185
in sales commissions to Roger Nemelka, former on-site club manager.  In 1995,
Mr. R. Nemelka was paid $6,000 in wages and $11,500 in sales commissions in
1995.  Mr. Nemelka is the uncle of the club's former President, David N.

                                -19-
<PAGE>
Nemelka  The Company paid Troy Ryan, current on-site club manager $8,000 in
wages and $1,382 in sales commissions during the 1996 fiscal year.

   In addition, the Company paid pursuant to a consulting agreement,
McKinley Capital, an entity owned and controlled by David N. Nemelka, former
President & Director, $11,500 in consulting fees for services performed from
August through December 1995.  These services included setting up the computer
system for the Company, 3rd & 4th quarter accounting, developing and
implementing the marketing campaign, expanding the business plan and other
related business services.  

   In addition, the Company paid $500 per month to Summer Ventures, an
entity owned by the father of David N. Nemelka, for use of a mobile home
located about one mile from the clubhouse, which was used as a management
office.  The trailer was lived in by the on-site manager of the hunting club
and was used to provide phone reception services for the hunting club until
phone service was installed at the clubhouse in July, 1996.  The hunting club
terminated their use of the facility in August 1996.

   In addition, the Company paid Brenda M. Hall, the current President,
Secretary/Treasurer and Director of the hunting club and Dassity, an entity
owned and controlled by Brenda M. Hall, $1,257 during the first three quarters
of 1996 for bookkeeping and general secretarial service rendered to the
Company.  Mrs. Hall/Dassity billed the company for services rendered at an
hourly rate of $10.00.

   Numerous short term loans have been made to the Company by David N.
Nemelka or affiliated entities, and by the Company to David N. Nemelka or
affiliated entities, most of which were outstanding only for a matter of days. 
The principal amount of loans made to the Company totaled $17,000 in 1996 and
$37,750 in 1995.  The principal amount of loans made by the Company totaled
$15,000 in 1996 and $56,000 during 1995.

   
                            PART IV
  
  Item 13.     Exhibits and Reports on Form 8-K
  
     (a) Exhibits Index 
  
     Exhibit #   Item                       Location
     3.(i)       Articles of Incorporation. Registration Statement Filed
                                             on Form SB2; April 28, 1995;
                                             File #33-89714 
     3.(ii)      By-laws.                   Registration Statement Filed
                                             on Form SB2; April 28, 1995;
                                             File #33-89714
     27.         Financial Data             Attached
  
     (b) Reports on Form 8-K 
     
     A report on Form 8-K was filed during the fourth quarter of 1996
  reporting the following matters: 

                                   -20-
<PAGE>
  
     (1) Items Reported
  
     Wild Wings, Inc.  (The "Company") entered into a Stock Purchase Agreement
  with Komatsu Investments Limited pursuant to which the Company sold Komatsu
  Investments Limited 12,000,000 shares of its common stock for a cash
  payment of
  $40,000.  The transaction was closed on October 8, 1996.  As a result of the
  transaction, Komatsu Investments Limited now holds 12,000,000 shares or
  approximately 93% of the 12,860,000 shares of the Company's common stock which
  are issued and outstanding following the transaction.  The shares
  were acquired
  with Komatsu Investments Limited corporate funds.
  
     Concurrently with the closing of the transaction described above, David
  N. Nemelka resigned from his respective positions as director and President of
  the Company and the following persons were appointed to the
  positions set forth
  opposite their name below:
  
          Brenda M. Hall    President, Secretary/Treasurer and Director
          Puai Wichman      Director
  
     The Stock Purchase Agreement and the election of new officers and
  directors of the Company as described above were approved by the Board of
  Directors without a meeting signed by directors of the Company and
  stockholders
  holding a majority of the issued and outstanding shares of the Company's
  common stock as allowed per the Nevada revised corporate statutes.
  
     As a result of the transaction, the former officers and directors of the
  Company are no longer affiliates of the company and the shares of the
  Company's
  common stock held by such persons may be eligible for sale under
  the provisions
  of Rule 144(k).  As of March 28, 1996, such persons owned a total of 513,850
  shares of the Company's common stock as reported in the Company's 1996 
  Form 10-K report.  The sale of shares by such persons could have a depressive
  effect on
  any market for the Company's common stock that may develop in the future.
  
     (2)  Financial Statements Filed
  
     None.
  
     (3) Date of Report
  
     October 30, 1996
  
     An additional 8K report was filed during the first quarter of 1997
  reporting the following matters:
  
     On March 4, 1997 Wild Wings, Inc., (the "Company") entered into a letter
  of intent with Mid-Ag, L.C. (to be reorganized as Red Oak Farms, Inc.) to
  acquire all of the issued and outstanding stock of Red Oak Farms, Inc.
  from the
  shareholders of Red Oak Farms, Inc. in exchange for 10,000,000 shares of the
  $.001 par value common stock of the Company.  This transaction is intended to
  qualify as a tax-free reorganization under Section 368 of the Internal Revenue
  Code such that the shares of the Company received by the shareholders of Red
  Oak Farms, Inc. will be received on a tax-free basis.  The shares to be issued
                                   -21-
<PAGE>
  by the Company will be restricted securities as defined in Rule 144 under the
  Securities Act of 1933, and an appropriate legend will be placed on the
  certificates representing such shares.  At the date of closing this
  transaction, there will be 10,960,000 shares outstanding.
  
   The closing of this transaction is subject to the following conditions:
  
1. On or before the closing date, Wild Wings, Inc. will provide audited
     financial statements as of December 31, 1996 with a current interim
     statement showing $0 liabilities and $0 assets as of the Closing Date.

2. Wild Wings, Inc. shall be in good standing as a corporation of the State
     of Nevada and shall not be in violation of any Federal or State
     securities or other laws governing it.

3. Wild Wings, Inc. will be current in all of its filing requirements as to
     all tax, securities or other reports required under laws to which it is
     subject, and shall deliver copies of these reports to Mid-Ag, L.C. along
     with copies of its past and current audited financial statements.

4. Mid-Ag, L.C. and Red Oak Farms, Inc. shall be current and in good
     standing with respect to all material contracts to which it is a party,
     unless disclosed and accepted by the board of directors of Wild Wings,
     Inc.

5. Mid-Ag, L.C. agrees that it will engage a financial public relations firm
     by the closing date of this transaction who is mutually satisfactory to
     Mid-Ag, L.C. and the now existing board of directors of Wild Wings, Inc. 
     Such firm, or an acceptable substitute firm, shall be continuously
     engaged for a minimum of eighteen (18) months.  Two million shares of Red
     Oak Farms, Inc. owned by the current shareholders of Mid-Ag, L.C. will be
     placed in escrow at closing and released once this provision has been
     fulfilled.

6. Mid-Ag, L.C. agrees that it will engage a management consulting firm by
    the closing date of this transaction who is mutually satisfactory to
    Mid-Ag, L.C. and the now existing board of directors of the Wild Wings,
    Inc. 
    The management consulting firm will assist the management in evaluating
    and revising their current business plan and assisting management in the
    development of a marketing and financing plan.
  
7. Mid-Ag, L.C. agrees that it will have a minimum of two year binding
     contract with a packing plant to slaughter Mid-Ag, L.C. cattle that is
     mutually satisfactory to Mid-Ag, L.C. and the now existing board of
     directors of Wild Wings, Inc.

8. Mid-Ag, L.C. agrees that it will have a binding contract with the
     American Hereford Association for the exclusive right to produce and
     market "Certified Hereford Beef" that is mutually satisfactory to Mid-Ag,
     L.C. and the board of directors of Wild Wings, Inc.

9. Mid-Ag, L.C. agrees that at the time of closing the Red Oak Farms, Inc.
     will have entered into a binding agreement to acquire 100% of the
     outstanding shares of Midland Cattle Company.


                                   -22-
  <PAGE>
10.   Mid-Ag, L.C. agrees to hire additional management to serve in senior
        management levels.  Specifically, the Company will hire management with
        senior level experience in marketing and promotion. 
        Such management will
        be hired within a reasonable time period after closing not to exceed 120
        days from the date of closing.

11.   Upon the execution of the Letter of Intent by both parties, counsel for
        Wild Wings, Inc. and Mid-Ag, L.C. will prepare an Exchange Agreement,
        which shall contain provision in accord with this letter together with
        such further appropriate terms and conditions as legal counsel and the
        parties may mutally determine.  The Exchange Agreement shall be subject
        to the approval of the repsective shareholders and boards of
        directors of
        the Wild Wings, Inc. and Mid-Ag, L.C.

   (2)  Financial Statements Filed

   None.

   (3) Dates of Such Reports.

   March 12, 1997
  
  
  Item 14.   Signatures
  
       /s/ Brenda M. Hall, Sole Director & Officer
           Wild Wings, Inc.


                                     -23-

<PAGE>                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                      WILD WINGS, INC.
                [A Development Stage Company]
                              
                    FINANCIAL STATEMENTS
                              
                      DECEMBER 31, 1996
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
               PRITCHETT, SILER & HARDY, P.C.
                CERTIFIED PUBLIC ACCOUNTANTS


<PAGE>


                      WILD WINGS, INC.
                [A Development Stage Company]
                              
                              
                              
                              
                          CONTENTS

                                                          PAGE

    _   Independent Auditors' Report                        1


    _   Balance Sheet, December 31, 1996                    2


    _   Statements of Operations, for the years ended
          December 31, 1996 and 1995 and from
          inception on July 7, 1989 through December 31,
          1996                                              3


    _   Statement of Stockholders' Equity (Deficit), from
          inception on July 7, 1989 through December 31,
          1996                                          4 - 5


    _   Statements of Cash Flows for the years ended
          December 31, 1996 and 1995 and from
          inception on July 7, 1989 through December 31,
          1996                                          6 - 7


    _   Notes to Financial Statements                  8 - 14


<PAGE>

                 PRITCHETT, SILER & HARDY, P.C.
                     430 EAST 400 SOUTH
                   SALT LAKE CITY, UTAH 84118
                       (801) 328-2727



                  INDEPENDENT AUDITORS' REPORT



Board of Directors
WILD WINGS, INC.
Springville, Utah

We  have  audited the accompanying balance sheet of  Wild  Wings,
Inc.  [a development stage company] at December 31, 1996 and  the
related  statements of operations, stockholders' equity and  cash
flows  for  the years ended December 31, 1996 and 1995  and  from
inception  on  July  7, 1989 through December  31,  1996.   These
financial  statements  are the responsibility  of  the  Company's
management.  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 audited by us  present
fairly, in all material respects, the financial position of  Wild
Wings,  Inc.  as  of  December 31, 1996 and the  results  of  its
operations  and its cash flows for the years ended  December  31,
1996  and  1995 and from inception through December 31, 1996,  in
conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming
the  Company  will continue as a going concern.  As discussed  in
Note  8  to  the financial statements, the Company  has  suffered
losses  since  inception  and  has not  yet  been  successful  in
establishing  profitable  operations, raising  substantial  doubt
about  its  ability to continue as a going concern.  Management's
plans  in regards to these matters are also described in Note  8.
The  financial   statements do not include any  adjustments  that
might result from the outcome of these uncertainties.


/s/ PRITCHETT, SILER & HARDY, P.C.
February 1, 1997


                          -1-
<PAGE>


                        WILD WINGS, INC.
                  [A Development Stage Company]
                                
                          BALANCE SHEET
                                
                             ASSETS
                                
                                                  December 31,
                                                      1996
                                                 ___________
CURRENT ASSETS:
  Cash                                              $  7,068
  Inventory                                            3,578
                                                 ___________
        Total Current Assets                          10,646
                                                 ___________
PROPERTY AND EQUIPMENT, net                           59,827
                                                 ___________
OTHER ASSETS:
  Prepaids and other                                   1,012
  Organization costs, net                                147
                                                 ___________
        Total Other Assets                             1,159
                                                 ___________
                                                    $ 71,632
                                                 ___________
                                
              LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable and accrued expenses             $ 18,197
  Customer bird deposits                              26,572
                                                 ___________
        Total Current Liabilities                     44,769
                                                 ___________

STOCKHOLDERS' EQUITY:
  Preferred stock, $.001 par value, 5,000,000
   shares authorized, no shares issued and
   outstanding at December 31, 1996                        -
  Common stock, $.001 par value, 50,000,000
   shares authorized, 12,960,000 issued
   and outstanding at December 31, 1996               12,960
  Capital in excess of par value                     150,654
  Deficit accumulated during the development stage (136,751)
                                                 ___________
        Total Stockholders' Equity                    26,863
                                                 ___________
                                                    $ 71,632
                                                 ___________
                                
                                
                                
                                
                                
 The accompanying notes are an integral part of these financial
                           statements.

                               -2-
<PAGE>
                        WILD WINGS, INC.
                  [A Development Stage Company]
                                
                                
                                
                    STATEMENTS OF OPERATIONS
                                
                                
                                
                                              From Inception
                         For the Years Ended    on July 7,
                             December 31,      1989 Through
                 _____________________________ December 31,
                            1996        1995       1996
                      ___________ ________________________

REVENUE:
  Net sales               $121,184    $ 91,552    $212,736

COST OF SALES              23,867       20,006      43,873
                      ___________ ________________________
GROSS PROFIT               97,317       71,546    168,863
                      ___________ ________________________
EXPENSES:
  General and 
    administrative        107,900       43,259    153,279
  Consultants and independent
     contracting fees      10,359       23,589     33,948
  Operating expenses        7,889       18,848     26,737
  Salaries, wages and
    benefits               44,142       10,189     54,331
  Legal and accounting
    fees                   17,426        4,539     22,215
  Depreciation and
    amortization           12,407        3,081     15,763
                      ___________ ________________________
      Total Expenses      200,123      103,505    306,273
                      ___________ ________________________
OPERATING (LOSS)        (102,806)     (31,959)  (137,410)
                      ___________ ________________________
OTHER INCOME (EXPENSE):
  Interest income             700        1,423      2,123
  Interest expense          (977)        (487)      (1,464)
                      ___________ ________________________
      Total Other 
        Income (Expense)     (277)        936        659
                      ___________ ________________________
(LOSS) BEFORE INCOME TAXES(103,083)   (31,023)  (136,751)

CURRENT TAX EXPENSE             -            -          -

DEFERRED TAX EXPENSE            -            -          -
                      ___________ ________________________
NET (LOSS)                $(103,083)  $(31,023)   $(136,751)
                      ___________ ________________________

INCOME (LOSS) PER COMMON SHARE$ (.04) $   (.04)   $   (.00)
                      ___________ ________________________
                                
 The accompanying notes are an integral part of these financial
                           statements.
                                -3-
<PAGE>

                        WILD WINGS, INC.
                  [A Development Stage Company]
                                
                STATEMENT OF STOCKHOLDERS' EQUITY
                                
           FROM THE DATE OF INCEPTION ON JULY 7, 1989
                                
                    THROUGH DECEMBER 31, 1996
                                
                                
                  Preferred Stock   Common Stock  Capital in  Accum-
               __________________   _____________ Excess of   ulated
                   Shares Amount    Shares Amount Par Value   Deficit
                ____________________________________________________
BALANCE, July 7, 1989   - $    -      -  $    -  $     -  $     -

Shares of common stock
issued to officer 
and director for cash,
 July 21, 1989          -      -   300,000  300      700        -

Net loss for the
period ended
December 31, 1989       -      -       -      -        -     (28)
               ____________________________________________________
BALANCE, December 31,
  1989                  -      -   300,000  300      700     (28)

Net loss for the year ended
  December 31, 1990     -      -      -       -        -    (450)
               ____________________________________________________
BALANCE, December 31,
  1990                  -      -   300,000  300      700    (478)

Net loss for the year ended
  December 31, 1991     -      -      -       -        -    (680)
               ____________________________________________________
BALANCE, December 31,
  1991                  -      -   300,000  300      700  (1,158)

Net loss for the year ended
  December 31, 1992     -      -      -       -        -     (55)
               ____________________________________________________
BALANCE, December 31,
  1992                  -      -   300,000  300      700  (1,213)

Net loss for the year ended
  December 31, 1993     -      -      -       -        -     (55)
               ____________________________________________________
BALANCE, December
   31, 1993             -      -   300,000  300      700   (1,268)

Shares of common stock
  issued to incorporators,
  officers, directors and other
  related parties for cash,
  December 9, 1994 at $.01
  per share             -      -   300,000  300    2,700        -


                           [Continued]
                                -4-
<PAGE>

                        WILD WINGS, INC.
                  [A Development Stage Company]
                                
                STATEMENT OF STOCKHOLDERS' EQUITY
                                
           FROM THE DATE OF INCEPTION ON JULY 7, 1989
                                
             THROUGH DECEMBER 31, 1996  [CONTINUED]
                                
                                
                  Preferred Stock  Common Stock    Capital in  Accum-
                  _______________  ________________Excess of   ulated
                  Shares   Amount  Shares  Amount  Par Value   Deficit
                    _______________________________________________

Shares of common stock
  issued to a former director
  for payment of a related
  party accounts payable,
  December 30, 1994 at
  $.01 per share        -      -   20,000     20     180        -

Shares of common stock
  issued to related parties for
  cash, December 30, 1994
  at $.05 per share     -      -  140,000    140   6,860        -

Net loss for the year ended
  December 31, 1994     -      -        -      -       -    (1,377)
               _____________________________________________________
BALANCE, December
  31, 1994              -      -  760,000    760  10,440    (2,645)

Shares of common stock
  issued pursuant to public offering
  for cash, July, 1995 at $1.00
  per share, net of offering
  costs of $12,586      -      -  100,000    100  87,314        -

Net loss for the year ended
  December 31, 1995     -      -        -      -       -  (31,023)
               _____________________________________________________
BALANCE, December
 31, 1995               -      -  860,000    860  97,754   (33,668)

Shares of common stock issued
  for cash September, 1996 at
  $0.0033 per share     -      - 12,000,000 12,000  28,000       -

Shares of common stock issued
  for cash October, 1996 at
  $.25 per share        -      -  100,000    100  24,900        -

Net loss for the year ended
  December 31, 1996     -      -        -      -       -  (103,083)
                ____________________________________________________
BALANCE, December
  31, 1996              -   $-  12,960,000 $12,960 $150,654 $(136,751)
               _____________________________________________________
                                
                                
                                
                                
 The accompanying notes are an integral part of these financial
                           statements.
                               -5-
<PAGE>
                        WILD WINGS, INC.
                  [A Development Stage Company]
                                
                    STATEMENTS OF CASH FLOWS
                                
                                                      From Inception
                                For the Years Ended    on July 7,
                                    December 31,       1989 Through
                          ___________________________  December 31,
                                   1996       1995         1996
                           ______________________________________
Cash Flows from Operating Activities:
 Net income (loss)              $(103,083)  $(31,023)   $(136,751)
 Adjustments to reconcile 
    net loss to net cash used
    by operating activities:
   Depreciation and
    Amortization expense           12,375       3,081      15,731
   Non-cash expenses                  300       1,000       1,300
   Changes in assets and liabilities:
    (Increase) decrease in
      accounts receivable             844       (844)         -
    (Increase) in inventory       (2,150)     (1,428)     (3,578)
    (Increase) in prepaid expenses  (362)       (650)     (1,012)
    (Increase) decrease in 
       accrued interest             1,391     (1,391)         -
    Increase in accounts payable   13,089       4,858      18,197
    Increase in customer deposits  11,811      14,760      26,571
    Increase (decrease) in related party
      payable                           -       (670)       (300)
                           _______________________________________
        Net Cash Flows Used by
          Operating Activities   (65,785)    (12,307)    (79,841)
                           _______________________________________
Cash Flows from Investing Activities:
 Organization costs                     -           -       (520)
 Acquisition of property
    and equipment                (30,690)     (44,269)   (76,485)
 (Increase) decrease in
    N/R related party             20,000      (20,000)        -
                           ______________________________________
        Net Cash Used by Investing
          Activities             (10,690)    (64,269)    (77,005)
                           _______________________________________
Cash Flows from Financing Activities:
 Proceeds from common stock
   issuance                        65,000    100,000     176,000
 Stock offering costs                   -    (12,586)    (12,586)
 Advances received from related parties -      31,750      32,250
 Payments to related parties            -    (31,750)    (31,750)
                           _______________________________________
        Net Cash Provided by Financing
          Activities               65,000      87,414     163,914
                           _______________________________________
Net Increase (Decrease) in Cash  (11,475)      10,838       7,068

Cash at Beginning of Period        18,543       7,705           -
                           _______________________________________
Cash at End of Period            $  7,068    $ 18,543    $  7,068
                           _______________________________________
                                
                                
                                
                           [Continued]
                                -6-
<PAGE>
                        WILD WINGS, INC.
                  [A Development Stage Company]
                                
              STATEMENTS OF CASH FLOWS [Continued]
                                
                                
                                                      From Inception
                                For the Years Ended    on July 7,
                                    December 31,       1989 Through
                      _______________________________  December 31,
                                   1996       1995         1996
                           _______________________________________

Supplemental Disclosures of Cash Flow Information:

 Cash paid during the year for:
    Interest                     $     977   $    487    $    487
    Income taxes                 $       -   $      -    $      -




Supplemental Schedule of Noncash Investing and Financial
Activities:
 For the year ended December 31, 1996:
     The Company reduced its property and equipment by $300 for the
     basis of hunting dogs which died during the year.
 
 For the year ended December 31, 1995:
     The Company reduced its property and equipment by $1,000 for
     the basis of hunting dogs which died during the year.
 
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
 The accompanying notes are an integral part of these financial
                           statements.
                               -7-
<PAGE>

                        WILD WINGS, INC.
                  [A Development Stage Company]
                                
                  NOTES TO FINANCIAL STATEMENTS
  
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
  Organization - The Company was incorporated under the  laws  of
  the  State of Colorado on July 7, 1989.  In November, 1994, the
  Company changed the par value of its stock from $.01 to  $.001.
  In  December, 1994 the Company changed it's domicile  from  the
  State  of  Colorado  to the State of Nevada.   This  change  in
  domicile was accomplished by merging the Company into a  Nevada
  corporation  created  solely for this purpose.   Also  at  this
  time  the  name was changed from Winter Ventures  of  Colorado,
  Inc.   to  Wild  Wings,  Inc.  The  Company  commenced  planned
  principal  operations  during 1995 but is  still  considered  a
  development  stage  company as defined  in  SFAS  No.  7.   The
  Company  is  operating a hunting club and eventually  plans  to
  expand  into other areas of interest to sportsmen.  The Company
  has,  at  the  present  time, not paid any  dividends  and  any
  dividends that may be paid in the future will depend  upon  the
  financial  requirements  of  the  Company  and  other  relevant
  factors.
  
  Revenue Recognition - The Company records revenue as sales  are
  made.   Membership initiation fees are recorded as income  upon
  sale  of the membership.  Annual fees are recorded upon renewal
  of  the  memberships.  Bird revenue is recognized as birds  are
  harvested by the customer.
  
  Organization   Costs   -   The  Company   is   amortizing   its
  organization costs, which reflect amounts expended to  organize
  the  company,  over sixty [60] months using the  straight  line
  method.
  
  Inventory  -  Inventory is carried at  the  lower  of  cost  or
  market.
  
  Loss  Per  Share - The computation of loss per share of  common
  stock  is  based  on  the  weighted average  number  of  shares
  outstanding during the period
  
  Depreciation   Methods  -  The  Company  is  depreciating   its
  property  and  equipment,  which  consists  of  sporting   clay
  equipment,  fly pens and hunting dogs, using the straight  line
  method,  over the estimated useful lives of the related  assets
  ranging from 3 to 5 years.
  
  Cash  and  Cash Equivalents - For purposes of the statement  of
  cash  flows,  the  Company considers  all  highly  liquid  debt
  investments purchased with a maturity of three months  or  less
  to be cash equivalents.
  
  Income  Taxes  - The Company accounts for its income  taxes  in
  accordance  with  statement of Financial  Accounting  Standards
  No.  109  "Accounting  for  Income Taxes"  which  requires  the
  liability approach for the effect of income taxes.
  
  Restatement  of  Financial Statements - During November,  1994,
  the  Company effected a 3 for 1 split of its common  stock  and
  reduced  the par value of its common stock from $.01  to  $.001
  per  share.   The  financial statements have been  restated  to
  reflect these changes for all periods presented.
  
  Customer  Bird  Deposits - This account represents  birds  that
  have  been presold to customers and for which the company  must
  provide birds during hunting season.

                               -8-
<PAGE>

                        WILD WINGS, INC.
                  [A Development Stage Company]
                                
                  NOTES TO FINANCIAL STATEMENTS
  
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]
  
  Accounting  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,  the
  disclosures  of contingent assets and liabilities at  the  date
  of   the  financial  statements  and  the  reported  amount  of
  revenues  and  expenses  during the  reported  period.   Actual
  results could differ from those estimated.
  
NOTE 2 - INVENTORIES

  Inventories consist of the following:
  
                                      December 31,
                             _______________________
                                     1996     1995
                               _____________________
         Birds                     $ 1,529   $   791
         Ammunition                    554       509
         Clays                         494       128
         Misc.                       1,001         -
                               _____________________
                                   $ 3,578   $ 1,428
                               _____________________

NOTE 3 - ACCOUNTS RECEIVABLE

  Accounts  receivable  consist primarily  of  amounts  due  from
  normal  sales transactions.  No allowance for doubtful accounts
  has  been  recorded as management believes all receivables  are
  fully collectible.

NOTE 4 - PROPERTY AND EQUIPMENT

  The  following is a summary of property and equipment, at cost,
  less accumulated depreciation:

                                       December 31,
                              _______________________
                                      1996      1995
                                _____________________
       Office equipment            $  4,885   $ 4,885
       Machines and equipment        69,325    39,234
       Hunting dogs                     975       675
                                _____________________
                                     75,185    44,794
       Less Accumulated depreciation(15,358)  (3,032)
                                _____________________
                                   $ 59,827   $41,762
                                _____________________

  Depreciation expense for the years ended December 31, 1996  and
  1995 was $12,326 and $3,032.

                             -9-
<PAGE>
                        WILD WINGS, INC.
                  [A Development Stage Company]
                                
                  NOTES TO FINANCIAL STATEMENTS
  
NOTE 5 - CAPITAL STOCK
  
  During  September, 1996, the Company sold 12,000,000 shares  of
  its  previously  authorized but unissued  common  stock,  total
  proceeds  from  the sale amounted to $40,000.  During  October,
  1996,   the   Company  sold  100,000  shares   its   previously
  authorized but unissued common stock, total proceeds  from  the
  sale amounted to $25,000.
  
  Public  Offering  of  Common Stock -  During  July,  1995,  the
  Company completed a public stock offering of 100,000 shares  of
  its  previously  authorized but unissued  common  stock.   This
  offering  was  registered  with  the  Securities  and  Exchange
  Commission on Form SB-2.  An offering price of $1.00 per  share
  was  arbitrarily determined by the Company.  The  offering  was
  managed  by  the Company without any underwriter.   The  shares
  were  offered and sold by officers of the Company, who received
  no  sales commissions or other compensation in connection  with
  the  offering,  except for reimbursement of  expenses  actually
  incurred  on  behalf  of  the Company in  connection  with  the
  offering.  Total proceeds of the offering amounted to  $100,000
  with  offering  costs  of  $12,586 which  were  offset  against
  capital in excess of par value.
  
  Stock Option Plan - During 1995, the Board of Directors of  the
  Company  adopted and the stockholders approved, a stock  option
  plan.   The plan provides for the granting of awards of  up  to
  400,000   shares  of  common  stock  to  officers,   directors,
  consultants  and  employees.  The awards can consist  of  stock
  options, restricted stock awards, deferred stock awards,  stock
  appreciation  rights and other stock-based awards as  described
  in  the  plan.   Awards  under the  plan  will  be  granted  as
  determined  by the board of directors.  At present,  no  awards
  have been granted under the plan.
  
  On  October 1, 1996 and December 1, 1996 the Company's board of
  directors  granted an officer of the Company 72,500  and  2,500
  options  under  the plan to purchase shares  of  the  Company's
  common  stock  at $3.00 per share.  The options granted  vested
  immediately and expire five years from the date granted.
  
  The  Company  accounts  for  this  plan  under  the  Accounting
  Principles  board Opinion No. 25, "Accounting for Stock  Issued
  to   Employees",  and  related  interpretations.   Accordingly,
  since  all options granted under this plan were granted  at  or
  in  excess  of  market  value, no compensation  cost  has  been
  recognized   in  the  accompanying  financial  statements   for
  options  granted under this plan.  There would be no effect  to
  the   Company's  net  loss  and  loss  per  common  share,  had
  compensation  cost for this plan been determined based  on  the
  fair  value  at  the  grant dates for awards  under  this  plan
  consistent  with  the  method  prescribed  by  FASB  No.   123,
  "Accounting for Stock-Based Compensation".  The fair  value  of
  each option grant was estimated on the date of grant using  the
  Black-Scholes  option  pricing model  with  following  weighted
  average  assumptions  used for grants  during  the  year  ended
  December  31,  1996:  risk free interest rate of  6%,  expected
  dividend  yields of zero for all periods, expected lives  of  5
  years, and an estimated expected volatility of  50%.

                              -10-
<PAGE>

                        WILD WINGS, INC.
                  [A Development Stage Company]
                                
                  NOTES TO FINANCIAL STATEMENTS
  
NOTE 5 - CAPITAL STOCK [Continued]
  
  Stock  Split  -  In  November, 1994,  the  Board  of  Directors
  authorized  a  3  for  1  stock split, thereby  increasing  the
  number  of  authorized shares to 50,000,000 and decreasing  the
  par  value  of  each  share to $.001.  All  references  in  the
  accompanying  financial  statements to  the  number  of  common
  shares and per-share amounts have been restated to reflect  the
  stock split for all periods presented.
  
  Related  Party Stock Transactions - On December  9,  1994,  the
  Company   issued   to  related  parties  (including   officers,
  directors  and  incorporators) 300,000 shares of  common  stock
  valued  at  $.01 per share, for $3,000 cash.  On  December  30,
  1994,  the  Company issued 20,000 shares of common stock  to  a
  former  director for payment of past directors fees which  were
  accrued as a related party payable in the amount of $200.   The
  Company  also  issued  140,000 shares of  common  stock  during
  December,   1994,  pursuant  to  subscription  agreements   and
  investment  letters  to certain individuals  including  related
  parties for $7,000 cash or $.05 per share.
  
  Preferred  Stock - The Company has authorized 5,000,000  shares
  of   preferred  stock,  $.001  par  value  with  such   rights,
  preferences  and designations and to be issued in  such  series
  as  determined by the Board of Directors.  No shares are issued
  and outstanding at December 31, 1996 and 1995.

NOTE 6 - RELATED PARTY TRANSACTIONS
  
  During  the  year ended December 31, 1996, the Company  made  a
  short term loan to an officer/shareholder of the Company.   The
  loan,   in   the   amount  of  $15,000,  was  outstanding   for
  approximately  ten days and earned interest at a  rate  of  15%
  per annum.
  
  During  1995  the  Company  made  various  loans  to  officers,
  directors  or entities related  thereto in the total amount  of
  $56,000.    Three  of  the  loans,  totaling  $36,000   accrued
  interest  at 15% and were outstanding for approximately  11  to
  18  days.   At December 31, 1995 there was one unpaid, interest
  bearing,  demand note receivable of $20,000 due from an  entity
  related  to  an  officer/shareholder of  the  Company.   During
  1996, the note with related accrued interest was received  from
  the related party.
  
  Total interest income for the year ended December 31, 1996  and
  1995  on  related party notes receivable was $700  and  $1,391,
  respectively.
  
  During  1995,  officers, directors or entities related  thereto
  made  various  loans  totaling $37,250 to the  Company.   These
  loans  were  all  short term in nature and  provided  operating
  capital  for the Company.  One loan in the amount of  $750  was
  non-interest bearing, one loan for $4,000 provided interest  at
  18%  and  one  loan for $5,000 provided interest at  10%.   The
  remaining loans provided for interest at 15%.  At December  31,
  1995,  there  were  no unpaid balances owing to  these  related
  parties.
  
  During 1995, the Company paid consulting fees of $11,500 to  an
  entity related to an officer/director of the Company.

                            -11-
<PAGE>

                        WILD WINGS, INC.
                  [A Development Stage Company]
                                
                  NOTES TO FINANCIAL STATEMENTS
  
NOTE 6 - RELATED PARTY TRANSACTIONS [Continued]
  
  In   connection  with  the  sale  of  memberships  and  related
  services  to  get  the club opened and operating,  the  Company
  paid  commissions of $15,106 and consulting fees of  $3,000  to
  certain   officers,  shareholders  and  other  individuals   or
  entities  related  to  officers or shareholders.   The  Company
  also  paid  rent of $2,500 to an entity related to  an  officer
  and  shareholders  of the Company.  The rent  paid  was  for  a
  mobile  home  located in the near vicinity of the hunting  club
  which was used by the clubs manager as a management office  and
  where he resides.
  
  The  Company previously had an agreement to pay each member  of
  the  Board  of  Directors $100 for attendance  at  each  annual
  meeting.   A total of $400 was accrued to directors  for  years
  prior to 1992.  Of this amount, $200 was paid in cash and  $200
  owing  to one director was subsequently paid by issuing  20,000
  shares  of  common stock during December, 1994 valued  at  $.01
  per  share.  During 1992 this agreement was terminated  and  as
  of  December 31, 1996 and 1994, no subsequent compensation  had
  been paid or accrued to any director of the Company.
  
  The  Company made various issuance's of common stock to related
  parties during the year ended 1994. [See Note 5]
  
NOTE 7 - OPERATING LEASES
  
  Land  Lease - During January 1995, the Company entered  into  a
  land  lease  for 518 acres of farmland which it  is  developing
  for  a  commercial  hunting area and  sporting  clays  shooting
  area.   The  lease  is for a term of five years  commencing  on
  April  1,  1995  and ending on March 31, 2000.   The  lease  is
  renewable  by  the Company for an additional  five  year  term.
  However,  the lease is effectively a periodic lease  from  year
  to  year as it is terminable by either party on the anniversary
  date  each  year upon thirty days written notice.  The  Company
  will  pay  the lessor 10% of sales with a $1,000 minimum.   The
  Company  will also pay monthly fees of approximately  $280  for
  rental of a club house and acreage for pheasant fly pens.   The
  Company  will also provide a membership and other  benefits  to
  the  lessor and paid approximately $2,600 for required  fencing
  materials and labor.  The Company also entered into a one  year
  land  lease  for  approximately  780  acres  for  $2,000.   The
  Company  expects  to  negotiate renewals of  the  lease  on  an
  annual basis.
  
  The  Company  also rented a mobile home, which was  used  as  a
  management  office,  for $500 per month on  a  month  to  month
  basis  [See Note 6].  The Company terminated use of the  mobile
  home in August, 1996.

                              -12-
<PAGE>

                        WILD WINGS, INC.
                  [A Development Stage Company]
                                
                  NOTES TO FINANCIAL STATEMENTS
  
NOTE 7 - OPERATING LEASES [Continued]
  
  Future  Minimum  rental  payments under the  various  operating
  leases are as follows:
  
    Year Ending December 31:   Minimum Rental Payments
         1997                          $    4,360
         1998                               4,360
         1999                               4,360
         2000                               4,360
         2001                                   -
                                       __________
                                       $   17,440
                                       __________
  
  Rental  expenses on the various operating leases for the  years
  ended December 31, 1996 and 1995 was $6,150 and $6,173.

NOTE 8 - GOING CONCERN

  The  accompanying  financial statements have been  prepared  in
  conformity with generally accepted accounting principles  which
  contemplate  continuation of the Company as  a  going  concern.
  However,  the  Company has incurred losses since inception  and
  has   not   yet  been  successful  in  establishing  profitable
  operations.   These factors raise substantial doubt  about  the
  ability  of  the  Company to continue as a going  concern.   In
  this  regard, management is proposing to raise additional funds
  through  loans  and/or through additional sales of  its  common
  stock.  Management also has plans to commence its hunting  club
  operations  during  the current year.  There  is  no  assurance
  that  the Company will be successful in raising this additional
  capital  or  achieving  profitable operations.   The  financial
  statements  do  not include any adjustments that  might  result
  from the outcome of these uncertainties.

NOTE 9 - INCOME TAXES
  
  Effective  January  1, 1993, the Company adopted  Statement  of
  Financial  Accounting Standards No. 109 "Accounting for  Income
  Taxes" which requires the liability approach for the effect  of
  income  taxes.  The financial statements for prior  years  have
  not  been  restated and the cumulative effect of the change  in
  accounting  principle was not material in  1993  or  for  prior
  years.
  
  The   Company  has  available  at  December  31,  1996,  unused
  operating  loss carryforwards of approximately $135,000,  which
  may  be  applied against future taxable income and which expire
  in  various  years beginning in 2004 through 2011.  The  amount
  of  and ultimate realization of the benefits from the operating
  loss  carryforwards for income tax purposes  is  dependent,  in
  part,  upon the tax laws in effect, the future earnings of  the
  Company,  and other future events, the effects of which  cannot
  be  determined.   Because  of the uncertainty  surrounding  the
  realization   of  the  loss  carryforwards  the   Company   has
  established  a valuation allowance equal to the amount  of  the
  loss  carryforwards and, therefore, no deferred tax  asset  has
  been  recognized for the loss carryforwards.  The net  deferred
  tax  assets  are  approximately  $46,000  and  $13,000  as   of
  December  31,  1996 and 1995, respectively, with an  offsetting
  valuation  allowance  at  each year  end  of  the  same  amount
  resulting  in  a change in the valuation allowance  of  $33,000
  during 1996.


                             -13-

<PAGE>
                        WILD WINGS, INC.
                  [A Development Stage Company]
                                
                  NOTES TO FINANCIAL STATEMENTS
  
NOTE 9 - INCOME TAXES [Continued]
  
  Due  to  changes in the ownership of the Company  in  September
  1996  the Company's available operating loss carry forwards  of
  approximately $135,000 will be limited.
  
NOTE 10 - SUBSEQUENT EVENTS
  
  During  February,  1997 the Company entered into  an  agreement
  with   two  consultants  to  assist  the  company  in   finding
  acquisitions  and personnel.  According to the  agreement,  the
  two  consultants were granted 162,500 options  each  under  the
  Company's  stock option plan.  The options are  exercisable  at
  $3.00 per share and expire February 20, 2002.

                           -14
<PAGE>