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 [Fee Required]

For the fiscal year ended March 31, 1995

[ ]   Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required]

For the transition period from                          to

Commission file number 0-24380

                                        WOODLAKE VILLAGE ASSOCIATES, INC.
                          (Exact name of small business issuer in its charter)

                         DELAWARE                                    33-0601502
(State or other jurisdiction of incorporation or organization)  (I.R.S. Employer
 Identification No.)

                 1500 Quail Street, Suite 550
                 Newport Beach, California                              92660
           (Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code:               (714) 660-1500
                                                             -------------------

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

Securities registered pursuant to Section 12(g) of the Act:  Common Stock, par
 value $.001
                                                             -------------------

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant  was required to file such  reports) and (2) has been subject to such
filing requirements for the past 90 days.
                                                    YES   X        NO

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained,  to the best of  registrant's  knowledge,  in definitive  proxy or
information  statements  incorporated by reference in part III of this Form 10-K
or any amendment to this Form 10-K. [ X ]

         State issuer's revenues for its most recent fiscal year: None

         The aggregate  market value of the voting stock held by  non-affiliates
of the  registrant  as of March 31, 1994 was not  determinable  since the Common
Stock was not traded.

         The  number of shares  outstanding  of the  issuer's  classes of Common
Stock as of March 31, 1994:

Common Stock, $.001 Par Value - 424,600 shares

                                   DOCUMENTS INCORPORATED BY REFERENCE:  NONE


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                                                     PART I

Item 1.  DESCRIPTION OF BUSINESS

Background

         Woodlake  Village  Associates,   Inc.,  a  Delaware   corporation  (the
"Company")  was  incorporated  on June 11,  1992.  The Company has no  operating
history other than organizational  matters,  and was formed specifically to be a
"clean public shell" and for the purpose of either  merging with or acquiring an
operating company with operating history and assets. The Securities and Exchange
Commission has defined and designated  these types of companies as "blind pools"
and "blank check" companies.

         The primary  activity of the Company  will  involve  seeking  merger or
acquisition candidates with whom it can either merge or acquire. The Company has
not selected any company for  acquisition or merger and does not intend to limit
potential acquisition  candidates to any particular field or industry,  but does
retain the right to limit acquisition or merger candidates, if it so chooses, to
a particular field or industry.  The Company's plans are in the conceptual stage
only.

         The executive  offices of the Company are located at 1500 Quail Street,
Suite 550,  Newport  Beach,  California  92660.  Its  telephone  number is (714)
660-1500.

Plan of Operation - General

         The  Company  was  organized  for the  purpose of  creating a corporate
vehicle to seek,  investigate and, if such  investigation  warrants,  acquire an
interest in one or more  business  opportunities  presented  to it by persons or
firms who or which desire to seek the  perceived  advantages  of a publicly held
corporation.  At  this  time,the  Company  has  no  plan,  proposal,  agreement,
understanding  or arrangement to acquire or merge with any specific  business or
company, and the Company has not identified any specific business or company for
investigation and evaluation. No member of Management or promotor of the Company
has had any  material  discussions  with any other  company  with respect to any
acquisition  of that company.  Although the Company's  Common Stock is currently
not freely tradeable, it will eventually become so under exemptions such as Rule
144  promulgated   under  the  Securities  Act  of  1933.  See  "Description  of
Securities." The Company will not restrict its search to any specific  business,
industry or geographical location, and the Company may participate in a business
venture of virtually any kind or nature. The discussion of the proposed business
under this caption and throughout  this  Registration  Statement is purposefully
general and is not meant to be restrictive of the Company's  virtually unlimited
discretion to search for and enter into potential business opportunities.

         The Company  intends to obtain funds in one or more private  placements
to finance the operation of any acquired business. Persons purchasing securities
in these placements and other  shareholders will likely not have the opportunity
to  participate  in the  decision  relating to any  acquisition.  The  Company's
proposed  business  is  sometimes  referred  to as a "blind  pool"  because  any
investors  will entrust  their  investment  monies to the  Company's  management
before they have a chance to analyze any  ultimate  use to which their money may
be put.  Consequently,  the Company's  potential success is heavily dependent on
the Company's  management,  which will have  virtually  unlimited  discretion in
searching for and entering into a business opportunity. None of the officers and
directors of the Company has had any experience in the proposed  business of the
Company.  There can be no  assurance  that the Company will be able to raise any
funds in private placements.  In any private placement,  management may purchase
shares  on the same  terms as  offered  in the  private  placement.  (See  "Risk
Factors" and "Management").

         Management  anticipates  that it will only participate in one potential
business  venture.   This  lack  of  diversification   should  be  considered  a
substantial  risk in  investing  in the  Company  because it will not permit the
Company to offset  potential  losses from one venture against gains from another
(see "Risk Factors").


                                                        2

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         The  Company  may seek a  business  opportunity  with a firm which only
recently  commenced  operations,  or a developing  company in need of additional
funds for  expansion  into new products or markets,  or seeking to develop a new
product  or  service,  or an  established  business  which  may be  experiencing
financial or operating  difficulties  and is in the need for additional  capital
which is perceived to be easier to raise by a public company. In some instances,
a business  opportunity may involve the acquisition or merger with a corporation
which does not need substantial additional cash but which desires to establish a
public trading market for its common stock.  The Company may purchase assets and
establish  wholly owned  subsidiaries in various  business or purchase  existing
businesses as subsidiaries.

         The Company anticipates that the selection of a business opportunity in
which to  participate  will be complex and extremely  risky.  Because of general
economic conditions, rapid technological advances being made in some industries,
and shortages of available capital,  management believes that there are numerous
firms  seeking the benefits of a publicly  traded  corporation.  Such  perceived
benefits of a publicly traded corporation may include  facilitating or improving
the  terms  on  which  additional  equity  financing  may be  sought,  providing
liquidity  for the  principals  of a  business,  creating a means for  providing
incentive  stock  options  or  similar  benefits  to  key  employees,  providing
liquidity (subject to restrictions of applicable statutes) for all shareholders,
and other factors.  Potentially  available  business  opportunities may occur in
many different  industries and at various  stages of  development,  all of which
will make the task of  comparative  investigation  and analysis of such business
opportunities extremely difficult and complex.

         As is customary in the industry, the Company may pay a finder's fee for
locating an acquisition  prospect.  If any such fee is paid, it will be approved
by the Company's  Board of Directors and will be in accordance with the industry
standards.  Such  fees  are  customarily  between  1% and 5% of the  size of the
transaction,  based upon a sliding scale of the amount  involved.  Such fees are
typically in the range of 5% on a $1,000,000 transaction ratably down to 1% in a
$4,000,000 transaction. Management has adopted a policy that such a finder's fee
or real estate  brokerage fee could,  in certain  circumstances,  be paid to any
employee,  officer,  director or 5% shareholder  of the Company,  if such person
plays a material role in bringing a transaction to the Company.

         As part of any  transaction,  the  acquired  company may  require  that
Management or other  stockholders  of the Company sell all or a portion of their
shares to the acquired company, or to the principals of the acquired company. It
is  anticipated  that the  sales  price of such  shares  will be lower  than the
current market price or anticipated  market price of the Company's Common Stock.
The  Company's  funds  are not  expected  to be used for  purposes  of any stock
purchase  from  insiders.  The Company  shareholders  will not be  provided  the
opportunity to approve or consent to such sale. The opportunity to sell all or a
portion  of  their  shares  in  connection  with an  acquisition  may  influence
management's decision to enter into a specific transaction.  However, management
believes that since the anticipated  sales price will be less than market value,
that the  potential of a stock sale by management  will be a material  factor on
their decision to enter a specific transaction.

         The above  description  of potential  sales of management  stock is not
based upon any corporate bylaw, shareholder or board resolution,  or contract or
agreement.  No other payments of cash or property are expected to be received by
Management in connection with any acquisition.

         The  Company  has  not  formulated  any  policy  regarding  the  use of
consultants or outside  advisors,  but does not anticipate  that it will use the
services of such persons.

         The Company has, and will continue to have,  insufficient  capital with
which to provide the owners of business  opportunities with any significant cash
or other assets.  However,  management believes the Company will offer owners of
business  opportunities  the  opportunity  to  acquire a  controlling  ownership
interest  in a public  company at  substantially  less cost than is  required to
conduct an initial  public  offering.  The owners of the business  opportunities
will, however, incur significant  post-merger or acquisition  registration costs
in the event  they wish to  register a portion  of their  shares for  subsequent
sale.  The Company will also incur  significant  legal and  accounting  costs in
connection with the acquisition of a business opportunity including the costs of
preparing post-effective  amendments,  Forms 8-K, agreements and related reports
and documents nevertheless, the officers and

                                                        3

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directors of the Company have not conducted market research and are not aware of
statistical  data which  would  support  the  perceived  benefits of a merger or
acquisition transaction for the owners of a business opportunity.

         The Company does not intend to make any loans to any prospective merger
or acquisition candidates or to unaffiliated third parties.

Sources of Opportunities

         The  Company  anticipates  that  business  opportunities  for  possible
acquisition  will be referred by various  sources,  including  its  officers and
directors,    professional   advisers,   securities   broker-dealers,    venture
capitalists,  members of the  financial  community,  and others who may  present
unsolicited proposals.

         The Company will seek a potential  business  opportunity from all known
sources,  but will rely  principally  on personal  contacts of its  officers and
directors as well as indirect  associations  between them and other business and
professional  people.  It is not  presently  anticipated  that the Company  will
engage   professional   firms   specializing   in   business   acquisitions   or
reorganizations.

         The officers and  directors  of the Company are  currently  employed in
other  positions and will devote only a portion of their time (not more than one
hour per week) to the  business  affairs of the  Company,  until such time as an
acquisition  has been  determined  to be highly  favorable,  at which  time they
expect to spend full time in  investigating  and closing any  acquisition  for a
period of two weeks.  In addition,  in the face of  competing  demands for their
time, the officers and directors may grant priority to their full-time positions
rather than to the Company.

Evaluation of Opportunities

         The analysis of new business  opportunities  will be  undertaken  by or
under  the  supervision  of the  officers  and  directors  of the  Company  (see
"Management").  Management  intends to concentrate  on  identifying  prospective
business  opportunities  which may be brought to its attention  through  present
associations with management.  In analyzing prospective business  opportunities,
management will consider such matters as the available technical,  financial and
managerial resources; working capital and other financial requirements;  history
of  operation,   if  any;  prospects  for  the  future;   present  and  expected
competition;  the quality and  experience  of management  services  which may be
available and the depth of that management;  the potential for further research,
development or exploration;  specific risk factors not now foreseeable but which
then may be  anticipated to impact the proposed  activities of the Company;  the
potential  for growth or  expansion;  the  potential  for profit;  the perceived
public  recognition  or  acceptance  of  products,   services  or  trades;  name
identification;  and other  relevant  factors.  Officers  and  directors of each
Company  will meet  personally  with  management  and key  personnel of the firm
sponsoring  the  business  opportunity  as part of their  investigation.  To the
extent  possible,  the Company  intends to utilize  written reports and personal
investigation  to evaluate  the above  factors.  The Company will not acquire or
merge  with any  company  for  which  audited  financial  statements  cannot  be
obtained.

         It may be  anticipated  that  any  opportunity  in  which  the  Company
participates  will  present  certain  risks.  Many  of  these  risks  cannot  be
adequately  identified prior to selection of the specific  opportunity,  and the
Company's  shareholders must, therefore,  depend on the ability of management to
identify  and  evaluate  such  risk.  In the  case of some of the  opportunities
available to the Company,  it may be anticipated that the promoters thereof have
been  unable  to  develop  a going  concern  or  that  such  business  is in its
development  stage in that it has not  generated  significant  revenues from its
principal business activities prior to the Company's  participation.  There is a
risk,  even after the  Company's  participation  in the activity and the related
expenditure of the Company's funds, that the combined  enterprises will still be
unable to become a going concern or advance beyond the development  stage.  Many
of the opportunities may involve new and untested products, processes, or market
strategies which may not succeed. Such risks will be assumed by the Company and,
therefore, its shareholders.

         The  Company  will not  restrict  its search for any  specific  kind of
business,  but may acquire a venture which is in its  preliminary or development
stage,  which is  already  in  operation,  or in  essentially  any  stage of its
corporate life. It is currently impossible to predict the status of any business
in which the Company may become engaged,

                                                        4

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in that such business may need additional capital, may merely desire to have its
shares publicly traded, or may seek other perceived advantages which the Company
may offer.

Acquisition of Opportunities

         In implementing a structure for a particular business acquisition,  the
Company  may become a party to a merger,  consolidation,  reorganization,  joint
venture, franchise or licensing agreement with another corporation or entity. It
may also purchase stock or assets of an existing  business.  On the consummation
of a transaction, it is possible that the present management and shareholders of
the Company  will not be in control of the Company.  In addition,  a majority or
all of the  Company's  officers and  directors  may, as part of the terms of the
acquisition  transaction,  resign and be replaced by new officers and  directors
without a vote of the Company's shareholders.

         It is anticipated that any securities issued in any such reorganization
would be issued in reliance on exemptions  from  registration  under  applicable
Federal  and  state  securities  laws.  In  some  circumstances,  however,  as a
negotiated  element of this transaction,  the Company may agree to register such
securities  either at the time the  transaction  is  consummated,  under certain
conditions,  or at  specified  time  thereafter.  The  issuance  of  substantial
additional securities and their potential sale into any trading market which may
develop  in the  Company's  Common  Stock may have a  depressive  effect on such
market.  While the actual terms of a  transaction  to which the Company may be a
party cannot be  predicted,  it may be expected that the parties to the business
transaction  will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so called "tax free" reorganization under
Sections  368(a)(1) or 351 of the Internal Revenue Code of 1986, as amended (the
"Code").  In order to  obtain  tax free  treatment  under  the  Code,  it may be
necessary  for the  owners of the  acquired  business  to own 80% or more of the
voting stock of the surviving  entity.  In such event,  the  shareholders of the
Company, including investors in this offering, would retain less than 20% of the
issued and  outstanding  shares of the surviving  entity,  which could result in
significant dilution in the equity of such shareholders.

         As part of the Company's  investigation,  officers and directors of the
Company will meet personally  with  management and key personnel,  may visit and
inspect  material  facilities,  obtain  independent  analysis or verification of
certain information  provided,  check reference of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise.

         The manner in which each Company  participates  in an opportunity  will
depend on the nature of the opportunity, the respective needs and desires of the
Company and other parties,  the management of the opportunity,  and the relative
negotiating strength of the Company and such other management.

         With respect to any mergers or acquisitions,  negotiations  with target
company  management  will be expected to focus on the  percentage of the Company
which  target  company   shareholders   would  acquire  in  exchange  for  their
shareholdings  in the target company.  Depending upon,  among other things,  the
target company's assets and liabilities,  the Company's shareholders will in all
likelihood hold a lesser percentage  ownership interest in the Company following
any  merger  or  acquisition.   The  percentage  ownership  may  be  subject  to
significant  reduction in the event the Company  acquires a target  company with
substantial  assets.  Any merger or  acquisition  effected by the Company can be
expected to have a significant  dilative effect on the percentage of shares held
by the Company's then shareholders,  including purchasers in this offering. (See
"Risk Factors.")

         The Company will not have sufficient  funds (unless it is able to raise
funds  in  a  private  placement)  to  undertake  any  significant  development,
marketing and manufacturing of any products which may be acquired.  Accordingly,
following  the  acquisition  of any  such  product,  the  Company  will,  in all
likelihood,  be  required  to either  seek debt or  equity  financing  or obtain
funding from third parties,  in exchange for which the Company would probably be
required  to give up a  substantial  portion  of its  interest  in any  acquired
product.  There is no  assurance  that the Company will be able either to obtain
additional  financing or interest  third  parties in  providing  funding for the
further development, marketing and manufacturing of any products acquired.

         It  is  anticipated  that  the   investigation  of  specific   business
opportunities   and  the   negotiation,   drafting  and  execution  of  relevant
agreements,  disclosure documents and other instruments will require substantial
management

                                                        5

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time and attention and substantial costs for accountants,  attorneys and others.
If a decision is made not to participate in a specific business  opportunity the
costs therefore incurred in the related  investigation would not be recoverable.
Furthermore, even if an agreement is reached for the participation in a specific
business  opportunity,  the failure to consummate that transaction may result in
the loss of the Company of the related costs incurred.

         Management  believes  that the Company may be able to benefit  from the
use of "leverage" in the  acquisition  of a business  opportunity.  Leveraging a
transaction involves the acquisition of a business through incurring significant
indebtedness  for a large  percentage of the purchase  price for that  business.
Through a leveraged  transaction,  the Company  would be required to use less of
its available funds for acquiring the business opportunity and, therefore, could
commit those funds to the operations of the business opportunity, to acquisition
of other business  opportunities or to other activities.  The borrowing involved
in a  leveraged  transaction  will  ordinarily  be  secured by the assets of the
business opportunity to be acquired. If the business opportunity acquired is not
able to generate  sufficient  revenues to make  payments on the debt incurred by
the Company to acquire that  business  opportunity,  the lender would be able to
exercise  the  remedies  provided  by  law  or  by  contract.  These  leveraging
techniques,  while  reducing the amount of funds that the Company must commit to
acquiring a business opportunity,  may correspondingly increase the risk of loss
to the Company. No assurance can be given as to the terms or the availability of
financing for any  acquisition  by the Company.  No assurance can be given as to
the terms or the  availability  of financing for any acquisition by the Company.
During  periods  when  interest  rates are  relatively  high,  the  benefits  of
leveraging  are not as great as during  periods of lower  interest rates because
the investment in the business  opportunity  held on a leveraged basis will only
be profitable if it generates  sufficient revenues to cover the related debt and
other costs of the  financing.  Lenders  from which the Company may obtain funds
for  purposes  of a  leveraged  buy-out  may impose  restrictions  on the future
borrowing,  distribution,  and  operating  policies  of the  Company.  It is not
possible at this time to predict the  restrictions,  if any,  which  lenders may
impose or the impact thereof on the Company.

Competition

         The Company is an insignificant participant among firms which engage in
business  combinations  with, or financing of,  development  stage  enterprises.
There are many  established  management and financial  consulting  companies and
venture capital firms which have  significantly  greater financial and personnel
resources,  technical  expertise and experience than the Company. In view of the
Company's limited financial resources and management  availability,  the Company
will  continue  to  be a  significant  competitive  disadvantage  vis-a-vis  the
Company's competitors.

Regulation and Taxation

         The Investment  Company Act of 1940 defines an "investment  company" as
an  issuer  which  is or holds  itself  out as being  engaged  primarily  in the
business of investing,  reinvesting or trading of securities.  While the Company
does not intend to engage in such  activities,  the Company could become subject
to regulation under the Investment  Company Act of 1940 in the event the Company
obtains or  continues  to hold a minority  interest  in a number of  development
stage   enterprises.   The  Company  could  be  expected  to  incur  significant
registration  and compliance  costs if required to register under the Investment
Company  Act of 1940.  Accordingly,  management  will  continue  to  review  the
Company's  activities  from  time  to  time  with a  view  toward  reducing  the
likelihood the Company could be classified as an "investment company."

         The Company  intend to structure a merger or acquisition in such manner
as to  minimize  Federal  and state tax  consequences  to the Company and to any
target company.


Employees

         The Company's only employees at the present time are its officers and
directors, who will devote as much
time as the Board of Directors determine is necessary to carry out the affairs
of the Company.  (See
"Management").

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Risk Factors

         Potential  investors should consider the following special risk factors
which pertain to the Company.

         New Company: No Revenues from Operation;  Risk of Loss. The Company was
incorporated  on June 11,  1992 and  faces all of the  risks  inherent  in a new
business, coupled with the risks involved with a blind pool/blank check company.
Since the  Company is a start-up  venture,  it is without any record of earnings
and sales. There is no information at this time upon which to base an assumption
that its plans will  either  materialize  or prove  successful.  There can be no
assurance  that any of the  Company's  business  activities  will  result in any
operating revenues or profits.  Investors should be aware that they may lose all
or substantially all of their investment.

         Reliance Upon Officers;  No  Experience.  The Company is dependent upon
the personal  efforts and  abilities of its officers and  directors,  who devote
only minimal time to the affairs of the Company.  The officers and  directors of
the Company have certain  business  experience  but have limited  experience  in
acquisition or merger activities.  The officers and directors have not agreed to
expend any  specific  amount of time on behalf of the  Company,  but will devote
such time as necessary to identify and consummate a merger or acquisition.  (See
"Management").

         Dilution  on Change in  Control.  The Company may acquire or merge with
another  company  through  the  issuance  of its  Common  Stock or shares of its
preferred stock which will dilute the existing shareholders' percentage interest
in the Company,  and may, in come instances,  result in the further  dilution of
the per share book value of the  Company's  Common  Stock.  An  acquisition  may
involve  the  appointment  of  additional  members  to the  Company's  Board  of
Directors  or  resignation  of some or all of the current  directors,  which may
result in a change of  Management.  Should any such  acquisition  or merger take
place,  investors  in this  offering  will not have the  benefit of knowing  the
business  backgrounds of any future members of the Company's Board of Directors.
The Company does not intend to provide the Company's  security  holders with any
disclosure  documents,  including  audited financial  statements,  concerning an
acquisition or merger  candidate and its business prior to the  consummation  of
any merger or acquisition transaction.

         Financing Required. The Company's ability to operate as a going concern
is  contingent  upon  its  receipt  of  additional   financing  through  private
placements or by loans or capital contributions from officers and directors. The
Company's business may require  additional funds in the future.  There can be no
assurance that if additional  funds are required they will be available,  or, if
available, that they can be obtained on terms satisfactory to Management. In the
event the Company elects to issue  preferred stock to raise  additional  capital
for acquisition or merger  purposes,  any rights or privileges  attached to such
preferred stock may either (i) dilute the percentage of ownership of the already
issued  common  shares or (ii)  dilute  the value of such  shares.  No rights or
privileges  have been  assigned to the  preferred  stock and any such rights and
privileges  will be at the total  discretion  of the Board of  Directors  of the
Company.

         Lack of Market for the Common Stock.  At the present time,  there is no
public market for the Company's Common Stock, and there can be no assurance that
a market  will in fact  develop.  Even if a market does  develop,  it may not be
sustained.  At present  there are no market makers for the shares of the Company
and the Common Stock of the Company does not trade on any market.

         Leveraged Transactions.  There is a possibility that any acquisition of
a business  opportunity  by the Company may be leveraged,  i.e., the Company may
finance the  acquisition of the business  opportunity by borrowing on the assets
of the business opportunity to be acquired, on the projected future revenues, or
the profitability of the business opportunity. This could increase the Company's
exposure to larger losses. A business  opportunity  acquired through a leveraged
transaction  is  profitable  only if it generates  enough  revenues to cover the
related  debt and  expenses.  Failure to make  payments on the debt  incurred to
purchase the business  opportunity  could result in the loss of a portion or all
of the assets  acquired.  There is no assurance  that any  business  opportunity
acquired through a leveraged  transaction will generate  sufficient  revenues to
cover the related debt and expenses.

                                                        7

<PAGE>




         No Arrangements.  None of the Company's officers, directors, promoters,
their affiliates or associates have had any material contact or discussions with
and there are no present plans, proposals, arrangements or undertakings with any
representatives  of  the  owners  of  any  business  or  company  regarding  the
possibility of an acquisition or merger transaction contemplated herein.

         Time to be Devoted by  Management.  The officers  and  directors of the
Company are currently employed in other positions and will devote only a portion
of their time (not more than one hour per week) to the  business  affairs of the
Company,  until such time as an  acquisition  has been  determined  to be highly
favorable,  at which time they  expect to spend full time in  investigating  and
closing any acquisition  for a period of two weeks. In addition,  in the face of
competing  demands for their time, the officers and directors may grant priority
to their full-time positions rather than to the Company.

         Type of Business  Acquired.  The type of business to be acquired may be
one  which  desires  to  avoid   effecting  its  own  public  offering  and  the
accompanying  expense,  delays, and federal and state requirements which purport
to protect investors. In particular,  business acquired may be one which, due to
merit  requirements of state securities  authorities,  would not be permitted to
make a securities  offering in many  states.  Because of the  Company's  limited
capital,  it is more likely than not that any  acquisition  by the Company  that
would take place would  involve  other  parties  whose  primary  interest is the
acquisition of a publicly traded company.

         Blue Sky Compliance. The trading of securities of blank check companies
may be  restricted  by the  "Blue  Sky"  laws of the  several  states.  With the
exception  of solicited  "unsolicited"  transactions,  Management  is aware that
unrestricted  trading  of blank  check  stocks is  prohibited  in the  states of
California,  Idaho,  Indiana,  Minnesota,   Michigan,  and  Texas,  and  may  be
prohibited in many other states absent the  availability of exemptions which are
in the discretion of state securities administrators.  The effect of these state
laws will be to limit the trading market,  if any, for the shares of the Company
and make the resale of shares acquired by investors more difficult.

         Loss of Control by Present Management and Shareholders. The Company may
consider a merger in which the Company issues a substantial amount of its Common
Stock  as   consideration   for  any   acquisition  (70  -  80%  if  a  tax-free
reorganization  is  desired).  The  result  of such a  merger  would be that the
acquired  Company's  shareholders and management would control the Company,  and
the  Company's  management  could be replaced by persons  whose  background  and
competence are unknown at this time.  Such a merger could leave the investors in
this offering with stock worth  substantially  less than the price paid for such
stock in this  offering,  and a greatly  reduced  percentage of ownership of the
Company. The Company acquired may be a privately held company.  Management could
sell its control block of stock to the acquired  company's  shareholders.  There
are no agreements or understandings for any officer or director to resign at the
request of another  person and none of the officers or  directors  are acting on
behalf of or will act at the direction of any other person.  See "Acquisition of
Opportunities."

         Lack of  Dividends.  The  Company  has no paid  dividends  and does not
contemplate  paying dividends in the foreseeable  future.  There is no assurance
that if a merger or  acquisition  occurs,  the  surviving  company  will pay any
dividends.

         Substantial  Management  Conflicts.  Certain  conflicts of interest may
exist between the Company and its  management,  and conflicts may develop in the
future.  The officers and directors of the Company hold similar  positions  with
Hermaton Company, a company engaged in the same business as the Company.  In the
event a business  opportunity is presented to the management,  they will present
the opportunity to the Company before the Hermaton  Company,  until such time as
the  Company  has  entered  into an  acquisition  or a merger  transaction.  The
officers and directors  intend to become involved with several other blank check
companies, and a similar conflict policy will be adopted.

         Possible  Rule 144 Sales.  All of the 400,000  shares of the  Company's
outstanding  Common Stock are  "restricted  securities"  and may be sold only in
compliance  with  Rule 144  adopted  under the  Securities  Act of 1933 or other
applicable  exemptions  from  registration.  Rule  144  provides  that a  person
affiliated with the Company and

                                                        8

<PAGE>



holding  restricted  securities for a period of two years may thereafter sell in
brokerage  transactions,  an amount not  exceeding in any three month period the
greater of either (i) 1% of the Company's  outstanding Common Stock, or (ii) the
average weekly trading volume during a period of four calendar weeks immediately
preceding any sale. Persons who are not affiliated with the Company and who have
held their restricted securities for at least three years are not subject to the
volume  limitation.  Possible or actual sales of the  Company's  Common Stock by
present  shareholders  under Rule 144,  which  could  occur as early as June 11,
1994, may have a depressive effect on the price of the Company's Common Stock in
any market which may develop.

         Inability to Conduct Extensive Analysis.  Because of its limited funds,
the Company will unable to conduct extensive  analysis of any prospective merger
or  acquisition.  As a result,  any  decisions  made by  management  may be made
without the benefit of exhaustive  studies and analysis which might be available
if the Company had more money for analysis. If the funds allotted by the Company
are depleted before an acquisition or merger is completed, the Company will have
exhausted its capital and may not be able to continue operations.

         Risks of Low Priced Stocks.  Trading,  if any, in the Common Stock will
likely  be  conducted  in the  over-the-counter  market in the  so-called  "pink
sheets," or the NASD's "Electronic Bulletin Board." Consequently,  a shareholder
may find it more difficult to dispose of, or to obtain accurate quotations as to
the price of, the Company's securities.

         In the  absence of a security  being  quoted on NASDAQ,  or the Company
having $2,000,000 in net tangible assets, trading in the Common Stock is covered
by Rule  15c2-6  promulgated  under  the  Securities  Exchange  Act of 1934  for
non-NASDAQ and non-exchange listed securities.  Under such rule,  broker/dealers
who recommend such  securities to persons other than  established  customers and
accredited investors (generally institutions with assets in excess of $5,000,000
or  individuals  with a net worth in excess of  $1,000,000  or an annual  income
exceeding  $200,000 or $300,000  jointly with their  spouse) must make a special
written suitability  determination for the purchaser and receive the purchaser's
written  agreement to a transaction  prior to sale.  Securities  are also exempt
from this rule if the market price is at least $5.00 per share, or for warrants,
if the warrants have an exercise price of at least $5.00 per share.

         The Securities  Enforcement and Penny Stock Reform Act of 1990 requires
additional  disclosure  related to the market for penny stocks and for trades in
any  stock  defined  as a penny  stock.  The  Commission  has  recently  adopted
regulations  under  such Act  which  define a penny  stock to be any  NASDAQ  or
non-NASDAQ  equity  security  that has a market price or exercise  price of less
than  $5.00 per share and allow for the  enforcement  against  violators  of the
proposed  rules.  In addition,  unless  exempt,  the rules require the delivery,
prior to any  transaction  involving a penny  stock,  of a  disclosure  schedule
prepared by the Commission  explaining  important  concepts  involving the penny
stock  market,  the  nature  of such  market,  terms  used in such  market,  the
broker/dealer's  duties  to the  customer,  a  toll-free  telephone  number  for
inquiries about the  broker/dealer's  disciplinary  history,  and the customer's
rights and remedies in case of fraud or abuse in the sale.  Disclosure also must
be made about  commissions  payable to both the broker/dealer and the registered
representative,  current quotations for the securities, and if the broker/dealer
is the sole  market-maker,  the  broker/dealer  must  disclose this fact and its
control over the market.  Finally,  monthly  statements  must be sent disclosing
recent price information for the penny stock held in the account and information
on the limited market in penny stocks.

         While many NASDAQ  stocks are  covered by the  proposed  definition  of
penny  stock,  transactions  in NASDAQ  stock are  exempt  from all but the sole
market-maker  provision for (i) issuers who have  $2,000,000 in tangible  assets
($5,000,000 if the issuer has not been in continuous operation for three years),
(ii) transactions in which the customer is an institutional  accredited investor
and  (iii)  transactions  that  are not  recommended  by the  broker/dealer.  In
addition,   transactions  in  a  NASDAQ   security   directly  with  the  NASDAQ
market-maker  for such  securities,  are subject  only to the sole  market-maker
disclosure,  and the  disclosure  with regard to  commissions  to be paid to the
broker/dealer and the registered representatives.


                                                        9

<PAGE>



         Finally,  all  NASDAQ  securities  are  exempt  if  NASDAQ  raised  its
requirements for continued  listing so that any issuer with less than $2,000,000
in net tangible  assets or  stockholder's  equity would be subject to delisting.
These  criteria  are more  stringent  than the  proposed  increased  in NASDAQ's
maintenance requirements.

         The Company's securities are subject to the above rules on penny stocks
and the market liquidity for the Company's securities could be severely affected
by limiting the ability of broker/dealers to sell the Company's securities.

         Preferred  Shares.  The Board of Directors has total  discretion in the
issuance and the  determination  of the rights and  privileges  of any shares of
Preferred Stock or Common Stock which may be issued in the future,  which rights
and  privileges  may be  detrimental  to the holders of the Common  Stock of the
Company.  The Company is authorized to issue  1,000,000  shares of its Preferred
Stock,  par value $.001 and a total of 20,000,000  shares of Common Stock.  (See
"Description of Securities").

Item 2.  DESCRIPTION OF PROPERTY

         The Company rents an executive suite on an as needed basis. The Company
pays its own charges for long distance  telephone calls and other  miscellaneous
secretarial, photocopying and similar expenses.

Item 3.  LEGAL PROCEEDINGS

         Not Applicable.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         No matters  were  submitted  to a vote of security  holders  during the
fourth quarter of the fiscal year ended March 31, 1995.

                                                       10

<PAGE>



                                                     PART II


Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS

         The Company's Common Stock has not traded.  As of March 31, 1995, there
were approximately 310 stockholders of record.

Item 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

Selected Financial Information

           The following sets forth selected  financial  information as of March
31, 1993 and 1994, and is qualified in its entirety by the financial  statements
appearing  elsewhere in this Prospectus.  The Company's fiscal year end is March
31st.
<TABLE>
<CAPTION>

                                               Balance Sheet Data
                                                                       March 31,               March 31,
                                                                          1994                    1993

<S>                                                          <C>                         <C>
Cash        .................................................$                 $          229
Organizational Costs...........................................              167                     221
Total Assets...................................................              167                     450
Total Liabilities..............................................               48                     220
Stockholders' Equity...........................................              167                     230
</TABLE>

      The Company has been recently formed and has not engaged in any operations
other than organizational matters.

Item 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

           The consolidated  financial  statements of the Company required to be
           included in Item 7 are set forth in the Financial Statements Index.

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

           Not Applicable.

                                                       11

<PAGE>



                                                    PART III

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

Directors and Executive Officers

           The members of the Board of Directors of the Company  serve until the
next  annual  meeting  of  stockholders,  or until  their  successors  have been
elected.  The  officers  serve  at the  pleasure  of  the  Board  of  Directors.
Information  as to the  directors  and  executive  officers of the Company is as
follows.  Each of the officers and directors holds similar positions in a number
of other "blind pool-blank check" companies. See "Conflicts of Interest."

           Eric W.  Anderson has been a director,  chairman and chief  financial
officer  since  inception  of  the  Company.   He  founded  Bentley  Richards  &
Associates,  Inc. in July 1991.  Bentley,  Richards  provides  financial  public
relations services to public and private  companies.  He is also chief executive
officer and  director of  Woodlake  Village  Associates,  Inc.,  which  provides
financial and consulting  services.  From January 1987 to June 1991 Mr. Anderson
was a  registered  representative  at  various  NASD  broker-dealers,  including
Cruttenden & Company (October 1990 to June 1991), Grant Bettingen,  Inc. (May to
October 1990), Ross Anderson Capital  Management (July 1989 to May 1990),  Sacks
Investments  (August 1987 to May 1990) and Private Ledger,  Inc. (January August
1987. Mr. Anderson was also a principal of Ross Anderson Capital Management. Mr.
Anderson received an MBA from Sonoma State University in 1987.

           Jehu Hand has been  President  and Secretary of the Company since its
inception.  Mr. Hand has been engaged in corporate and  securities  law practice
and has been a partner of the law firm of Hand & Hand since 1992.  From  January
1992 to December 1992 he was the Vice President-Corporate  Counsel and Secretary
of Laser Medical  Technology,  Inc.,  which  designs,  manufactures  and markets
dental lasers and endodontics equipment. He was a director of Laser Medical from
February 1992 to February 1993.  Mr. Hand is a director of  Interactive  Medical
Technologies  Ltd., which  manufactures and sells diagnostic  imaging spheres to
measure blood flow, of Woodlake Village  Associates,  Inc., and Monarch Pictures
Corporation.  From  January to October,  1992 Mr. Hand was Of Counsel to the Law
Firm of Lewis, D'Amato,  Brisbois & Bisgaard.  From January 1991 to January 1992
he was a  shareholder  of  McKittrick,  Jackson,  DeMarco &  Peckenpaugh,  a law
corporation.  From January to December 1990 he was a partner of Day,  Campbell &
Hand,  and was an  associate  of its  predecessor  law firm  from  July  1986 to
December  1989.  From 1984 to June 1986 Mr. Hand was an associate  attorney with
Schwartz, Kelm, Warren & Rubenstein in Columbus, Ohio. Jehu Hand received a J.D.
from New York University School of Law and a B.A. from Brigham Young University.

Conflicts of Interest

           Certain  conflicts of interest  now exist and will  continue to exist
between the Company and its officers and directors due to the fact that each has
other business interests to which he devotes his primary attention. Each officer
and director may continue to do so notwithstanding the fact that management time
should be devoted to the business of the Company.

           Certain  conflicts of interest may exist  between the Company and its
management,  and conflicts may develop in the future. The officers and directors
of the Company hold  similar  positions  with Basic  Science  Associates,  Inc.,
Hermaton  Company;  Achiote  Corporation;  Rook Haven,  Ltd.;  Woodlake  Village
Associates,  Inc.;  Keratoplanetes  Corporation;  Quasar Projects  Company,  and
Vendalux Corporation, all companies engaged in the same business as the Company.
In the event a business  opportunity is presented to the  management,  they will
present the  opportunity to the Company and to these  companies in the foregoing
order  of  priority,  until  such  time  as each  company  has  entered  into an
acquisition  or a merger  transaction.  The  officers and  directors  may become
involved with several other blank check companies, and a similar conflict policy
will be adopted.



                                                       12

<PAGE>



           The  Company  has not  established  policies  or  procedures  for the
resolution of current or potential  conflicts of interests  between the Company,
its officers and  directors or  affiliated  entities.  There can be no assurance
that  management will resolve all conflicts of interest in favor of the Company,
and failure by  management  to conduct the  Company's  business in the Company's
best  interest  may result in  liability  to the  management.  The  officers and
directors are accountable to the Company as  fiduciaries,  which means that they
are required to exercise  good faith and  integrity  in handling  the  Company's
affairs. Shareholders who believe that the Company has been harmed by failure of
an officer or director to  appropriately  resolve any conflict of interest  may,
subject to applicable rules of civil procedure,  be able to bring a class action
or derivative suit to enforce their rights and the Company's rights.

           The Company has no arrangement,  understanding  or intention to enter
into any  transaction for  participating  in any business  opportunity  with any
officer,  director,  or  principal  shareholder  or with  any  firm or  business
organization with which such persons are affiliated,  whether by reason of stock
ownership, position as an officer or director, or otherwise.

           The  Company,   by   resolution   of  its  Board  of  Directors   and
stockholders,  adopted a 1992 Stock  Option Plan (the  "Plan") on June 11, 1992.
The Plan enables the Company to offer an incentive based compensation  system to
employees,  officers and directors and to employees of companies who do business
with the Company.

           In the discretion of a committee comprised of non-employee  directors
(the "Committee"), directors, officers, and key employees of the Company and its
subsidiaries  or  employees of  companies  with which the Company does  business
become  participants  in the Plan  upon  receiving  grants  in the form of stock
options or restricted  stock.  A total of 2,000,000  shares are  authorized  for
issuance  under the Plan,  of which  40,000  shares are issuable  under  options
granted to officers and directors at $.50 per share,  exercisable until June 11,
1997. The Company does not intend to grant additional options until such time as
a merger or  acquisition  has been  consummated.  The Company may  increase  the
number of  shares  authorized  for  issuance  under  the Plan or may make  other
material  modifications to the Plan without  shareholder  approval.  However, no
amendment may change the existing rights of any option holder.

           Any shares which are subject to an award but are not used because the
terms and  conditions  of the award are not met, or any shares which are used by
participants to pay all or part of the purchase price of any option may again be
used for awards  under the Plan.  However,  shares with respect to which a stock
appreciation right has been exercised may not again be made subject to an award.

           Stock  options  may be  granted  as  non-qualified  stock  options or
incentive  stock  options,  but incentive  stock options may not be granted at a
price  less  than 100% of the fair  market  value of the stock as of the date of
grant (110% as to any 10% shareholder at the time of grant); non-qualified stock
options may not be granted at a price less than 85% of fair market  value of the
stock as of the date of grant.  Restricted  stock may not be  granted  under the
Plan in connection with incentive stock options.

           Stock  options may be exercised  during a period of time fixed by the
Committee except that no stock option may be exercised more than ten years after
the date of grant or three years after death or disability,  whichever is later.
In the discretion of the Committee, payment of the purchase price for the shares
of stock  acquired  through the  exercise of a stock option may be made in cash,
shares of the Company's Common Stock or by delivery or recourse promissory notes
or a combination  of notes,  cash and shares of the Company's  common stock or a
combination  thereof.  Incentive  stock options may only be issued to directors,
officers and employees of the Company.

           Stock  options may be granted under the Plan may include the right to
acquire an Accelerated Ownership Non-Qualified Stock Option ("AO"). If an option
grant  contains  the AO  feature  and if a  participant  pays all or part of the
purchase  price of the option with shares of the Company's  common  stock,  then
upon exercise of the option the participant is granted an AO to purchase, at the
fair market value as of the date of the AO grant, the number of shares of common
stock the  Company  equal to the sum of the number of whole  shares  used by the
participant in payment of the purchase price and the number of whole shares,  if
any, withheld by the Company as

                                                       13

<PAGE>



payment for withholding  taxes. An AO may be exercised between the date of grant
and the date of expiration,  which will be the same as the date of expiration of
the option to which the AO is related.

           Stock  appreciation  rights and/or restricted stock may be granted in
conjunction  with, or may be unrelated to stock  options.  A stock  appreciation
right entitles a participant to receive a payment,  in cash or common stock or a
combination  thereof,  in an amount equal to the excess of the fair market value
of the stock at the time of exercise  over the fair market  value as of the date
of grant.  Stock  appreciation  rights may be exercised  during a period of time
fixed by the  Committee not to exceed ten years after the date of grant or three
years after death or disability,  whichever is later.  Restricted stock requires
the  recipient  to  continue  in service as an  officer,  director,  employee or
consultant  for a fixed period of time for  ownership of the shares to vest.  If
restricted  shares or stock  appreciation  rights  are  issued  in  tandem  with
options,  the  restricted  stock or stock  appreciation  right is canceled  upon
exercise of the option and the option will  likewise  terminate  upon vesting of
the restricted shares.

Item 10. EXECUTIVE COMPENSATION

           No  compensation  is paid or  anticipated  to be paid by the  Company
until an acquisition is made.

           On  acquisition  of a business  opportunity,  current  management may
resign and be  replaced  by persons  associated  with the  business  opportunity
acquired,  particularly if the Company participates in a business opportunity by
effecting a reorganization,  merger or  consolidation.  If any member of current
management  remains after  effecting a business  opportunity  acquisition,  that
member's time  commitment will likely be adjusted based on the nature and method
of the  acquisition  and  location of the business  which  cannot be  predicted.
Compensation of management will be determined by the new board of directors, and
shareholders  of the Company will not have the opportunity to vote on or approve
such compensation.

           Directors  currently  receive  no  compensation  for their  duties as
directors.

Item 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

           The following table sets forth information relating to the beneficial
ownership of Company  common stock by those  persons  beneficially  holding more
than 5% of the Company capital stock,  by the Company's  directors and executive
officers,  and by all of the Company's  directors  and  executive  officers as a
group.
<TABLE>
<CAPTION>

                                                                                   Percentage
               Name of                           Number of                       of Outstanding
             Stockholder                       Shares Owned                       Common Stock

<S>                                                 <C>                               <C>
            Eric Anderson (1)(2)                    200,000                           45.0%

            Jehu Hand (1)(2)                        110,000                           24.7%

            Elizabeth Rodelli                        90,000                           21.2%
            2249 Via Salvador
            San Clemente, CA 92672

            All officers and
            directors as a group
            (2 persons) (1)                         310,000                           66.7%
</TABLE>

         (1)      Includes 20,000 shares issuable upon exercise of stock options
 held by each of Messrs. Hand and
                  Anderson.
         (2)      The address of such person is care of the Company.


                                                       14

<PAGE>



Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         In connection  with organizing the Company,  persons  consisting of its
officers,  directors, and other individuals paid an aggregate of $500 in cash to
purchase a total of 400,000  shares of Common Stock at an average sales price of
$.00125 per share.  In April 1993  Messrs.  Hand and Anderson  also  contributed
$500.00 to the Company as a contribution to capital.  Under Rule 405 promulgated
under the Securities Act of 1933, Messrs.  Hand and Anderson may be deemed to be
promoters of the Company.  No other persons are known to Management  which would
be deemed to be promoters.


                                                       15

<PAGE>



                                                     PART IV


Item 13.   EXHIBITS AND REPORTS ON FORM 8-K

           (a) Exhibits.  The following exhibits of the Company are included
herein.


    Exhibit No.            Document Description

        3.                 Certificate of Incorporation and Bylaws

                           3.1.     Articles of Incorporation(1)
                           3.2      Bylaws(1)

         10.               Material Contracts

                           10.1.    1992 Stock Option Plan(1)
                           10.2     Stock Option Agreement with Jehu Hand(1)
                           10.3     Stock Option Agreement with Eric Anderson(1)

(1)      Incorporated by reference to such exhibit as filed with the Company's
 registration statement on Form 10-
         SB, File No. 0-24380.

        (b)                Reports on Form 8-K.

                           Not Applicable.


                                                       16

<PAGE>





















To Board of Directors of WOODLAKE VILLAGE ASSOCIATES, INC.

                                          INDEPENDENT AUDITOR'S REPORT

I  have  audited  the  statement  of  financial  position  of  Woodlake  Village
Associates,  Inc. (a development stage company),  as of March 31, 1994 and 1993,
and the  related  statements  of  operations,  changes in  stockholders'  equity
(deficiency)  and cash flows for the year ened March 31, 1994 and from inception
(June 11, 1992)  through  March 31, 1993.  These  financial  statements  are the
responsibility of the Company's  management.  My responsibility is to express an
opinion on these financial statements based on my audit.

I conducted my audit in accordance with generally  accepted auditing  standards.
Those standards  require that I plan and perform the audit to obtain  reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatements. 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.
I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects,  the financial position of Woodlake Village Associates,  Inc.
(a development stage company), as of March 31, 1994 and 1993, and the results of
its  operations,  changes  in  stockholders'  equity and cash flows for the year
March 31, 1994 and from inception (June 11, 1992) through March 31, 1993, all in
conformity with generally accepted accounting principles.




Terrence J. Dunne
Certified Public Accountant
Spokane, Washington

May 26, 1994

                                                       17

<PAGE>


<TABLE>
<CAPTION>

WOODLAKE VILLAGE ASSOCIATES, INC.
(A Development Stage Company)                                                    Statements of Financial Position


                                                     ASSETS

                                                                                  March 31,         March 31,
                                                                                    1995              1994


<S>                                                                                      <C>             <C>
CURRENT ASSETS - CASH                                                                   -0-              762
    OTHER ASSETS
          Organization costs, net of accumulated
          amortization of $155 and $102 (Note 1)                                        109              162

    TOTAL ASSETS                                                                  $     109         $    924



                                      LIABILITIES AND STOCKHOLDERS' EQUITY



CURRENT LIABILITIES - Accounts payable                                            $     216         $    168

STOCKHOLDERS' EQUITY
Preferred Stock, $.001 par value; 1,000,000 shares
  authorized; no shares issued and outstanding

Common Stock, $.001 par value; 20,000,000 shares
  authorized; 424,600 shares issued and outstanding                                     425              425

Additional paid-in Capital                                                              821              821

Accumulated deficit during the development stage                                    (1,353)            (490)


    TOTAL STOCKHOLDERS' EQUITY                                                        (107)              756



TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                                        $     109         $    924


</TABLE>








                    The accompanying notes are an integral part of the financial
statements.

                                                       18

<PAGE>

<TABLE>
<CAPTION>


WOODLAKE VILLAGE ASSOCIATES, INC.
(A Development Stage Company)                                                            Statements of Operations




                                                                                                 CUMULATIVE
                                                   FOR THE                 FOR THE             FROM INCEPTION
                                                 FISCAL YEAR            FISCAL YEAR            (June 11, 1992)
                                                    ENDED                   ENDED                    TO
                                               March 31, 1995          March 31, 1994          March 31, 1995


<S>                                             <C>                      <C>                      <C>
REVENUES                                        $       -0-              $       -0-              $       -0-

OPERATING EXPENSES

    General and Administrative                          810                      168                    1,198
    Amortization                                         53                       53                      155
TOTAL OPERATING EXPENSES                                863                      221                    1,353

NET (LOSS)                                      $     (863)              $     (221)              $   (1,353)

NET (LOSS) PER SHARE                            $     (Nil)              $     (221)              $     (Nil)


WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING                              424,600                  412,300                  406,461



</TABLE>




















                    The accompanying notes are an integral part of the financial
statements.

                                                       19

<PAGE>
<TABLE>
<CAPTION>



WOODLAKE VILLAGE ASSOCIATES, INC.                                                          Statement of Changes in Stockholders'
(A Development Stage Company)                                                              Equity From Inception (June 11, 1992)
                                                                                                          Through March 31, 1995



                                                                                                    Accumulated
                                                                                                      Deficit
                                                        Common Stock              Additional        During the
                                                                                    Paid-In         Development
                                                  Shares            Amount          Capital            Stage           Total

Issuance of common stock
<S>                                                <C>           <C>                      <C>       <C>
    for cash                                       400,000       $        400             100       $               $       500

Net (loss)                                                                                                (269)           (269)

Balances at
    March 31, 1993                                 400,000                400             100             (269)             231

Net (loss)                                                                                                (221)           (221)

Contribution to capital                                                                   500                               500

Sale of shares in private placement
 on September 30, 1993                              24,600                 25             221                               246

Balances at
    March 31, 1994                                 424,600       $        425    $        821       $     (490)     $       756

Net (loss) unaudited                                                                                      (863)           (863)

Balances at
    March 31, 1995 (unaudited)                     424,600       $        425    $        821       $   (1,353)     $     (107)














</TABLE>




                           The accompanying  notes are an integral part of these
financial statements.

                                                               20

<PAGE>

<TABLE>
<CAPTION>


WOODLAKE VILLAGE ASSOCIATES, INC.
(A Development Stage Company)                                                                           Statements of Cash Flows




                                                                                                                CUMULATIVE
                                                            FOR THE                     FOR THE               FROM INCEPTION
                                                              YEAR                       YEAR                  June 11, 1992
                                                              ENDED                      ENDED                      TO
                                                         March 31, 1995             March 31, 1994            March 31, 1995

CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                        <C>                       <C>                        <C>
    Net (Loss)                                             $    (863)                $    (221)                 $ (1,353)

    Add item not requiring the use of cash
       Amortization                                                53                        53                       155

    Increase (decrease) in accounts payable                        48                      (52)                       216

    Net cash flows from operating activities                    (762)                     (220)                       982

CASH FLOWS FROM INVESTING ACTIVITIES
    Organization Costs                                                                                              (264)

CASH FLOWS FROM FINANCING ACTIVITIES
    Contribution to Capital                                                                 500                       500
    Sale of common stock                                                                    246                       746
    Net Cash flows from financing activities                                                746                     1,246


NET INCREASE (DECREASE) IN CASH                                                           (526)

CASH BALANCE AT BEGINNING OF PERIOD                               762                       236

CASH BALANCE AT END OF PERIOD                              $                         $      762                 $









</TABLE>





                            The  accompanying  notes are an integral part of the
financial statements.

                                                               21

<PAGE>



WOODLAKE VILLAGE ASSOCIATES, INC.
(A Development Stage Company)                    Notes to Financial Statements


NOTE 1      ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

            The Company was incorporated under the laws of the State of Delaware
            on  June  11,  1992,   for  the  purpose  of  seeking  out  business
            opportunities,   including  acquisitions.  The  Company  is  in  the
            development stage and will be very dependent on the skills, talents,
            and abilities of management to  successfully  implement its business
            plan.  Due to the Company's  lack of capital,  it is likely that the
            Company will not be able to compete with larger and more experienced
            entities  for  business  opportunities  which are lower risk and are
            more attractive for such entities.  Business  opportunities in which
            the  Company  may  participate  will  likely  be  highly  risky  and
            speculative.  Since  inception,  the Company's  activities have been
            limited  to  organizational   matters.   Organizational   costs  are
            amortized on a straight-line basis over five years.

NOTE 2      RELATED PARTY TRANSACTIONS

            The Company currently has informal arrangements with an affiliate of
            an officer and director for use of office space and professional and
            clerical services.  The Company currently receives the use of office
            space free of charge, and the officers and directors currently serve
            without compensation.

NOTE 3      STOCK OPTION PLAN

            On June 11, 1992, the Company  adopted a stock option plan whereby a
            total of 2,000,000  shares of common stock are reserved for issuance
            under  the  plan.  Any  officer,  employee,   director,  advisor  or
            consultant  of the  Company is  eligible  to  participate.  The plan
            provides for  administration by an option  committee,  which will be
            composed of two or more  members of the board of  directors  who are
            disinterested   directors.   Stock   options   may  be   granted  as
            non-qualified or incentive options.  Incentive stock options may not
            be granted at a price less than 100% of the fair market value of the
            stock as of the date of grant (110% as to any 10% shareholder at the
            time of the grant);  non-qualified  stock options may not be granted
            at a price less than 85% of the fair market value of the stock as of
            the date of grant.

NOTE 4      INCOME TAXES

            The fiscal  year end of the  Company is March 31st and an income tax
return has not been filed.

NOTE 5      STOCKHOLDERS' EQUITY

            The Company issued 400,000 shares on incorporation for consideration
            of $500. The directors and officers  contributed an additional  $500
            to capital in the fiscal year ended March 31, 1994. On September 30,
            1993 the Company closed a private placement of 24,600 shares at $.01
            per share for net proceeds of $246.

                                                        22

<PAGE>



                                                    SIGNATURES

        Pursuant to the  requirements  of Section 13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized June 28, 1995.


                                               WOODLAKE VILLAGE ASSOCIATES, INC.


                                                           By:    /s/ Jehu Hand
                                                                  Jehu Hand
                                                                  President

        Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities on June 28, 1995.


By:     /s/ Jehu Hand               President, Chairman, Chief Financial Officer
        Jehu Hand                      and Director


                                                        23

<PAGE>