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

                                    FORM 10-K

                  ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                    For the fiscal year ended March 31, 1998

                         Commission file number 33-28417
                                                --------

           DENTMART GROUP, INC. (Formerly known as Elgin Corporation)
           ----------------------------------------------------------
               (Exact name of Registrant as specified in charter)

            Colorado                                        95-4585824
    ----------------------------                        --------------------
    (State  or  other  jurisdic-                          (IRS  Employer
      tion  of  incorporation)                          Identification  No.)

    192 Searidge Court, Shell Beach, California              93449
    -------------------------------------------              -----
      (Address of principal executive offices)             (Zip Code)

Registrant's  telephone  number,  including  area  code  (805)  773-5350
                                                         ---------------

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

Securities  registered  pursuant  to  section  12(g)  of  the  Act:

                              NONE

     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___  No__X__

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

     State the aggregate market value of the voting stock held by non-affiliates
of the registrant.  The aggregate market value shall be computed by reference to
the  price  at  which the stock was sold, or the average bid and asked prices of
such  stock,  as of a specified date within 60 days prior to the date of filing.
See  "Security  Ownership  of  Certain  Beneficial  Owners  and  Management."

          $206,750  (Computed  on the basis of $.36875 per share of Common Stock
as  of  April  13,  1998.)

     Indicate  the  number  of  shares  outstanding  of each of the registrant's
classes  of  common  stock,  as  of  the  latest  practicable  date.

     4,999,983  shares  as  of  April  13,  1998

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      NONE


                  THE INDEX TO EXHIBITS IS FOUND ON PAGE 22.

                                       1
<PAGE>

                                     PART I


ITEM  1.  DESCRIPTION  OF  BUSINESS.

GENERAL

     The  Company  was  incorporated  under the laws of the State of Delaware on
April  5,  1989  under  the name Elgin Corporation. The Company was organized to
create a publicly held corporation vehicle suitable for merging with a privately
held  corporation desirous of being publicly traded. The Company is in the early
developmental  and  promotional  stages.  The  Company  is  not  engaged  in any
commercial  operations,  has  no  full-time  employees  and owns no real estate.

     The  Company  filed  a  registration   statement  with  the  United  States
Securities and Exchange  Commission on Form S-18 that was declared  effective on
November 30, 1989. The Company filed a certification and notice of suspension of
duty to file reports under Section 15(d) of the Securities  Exchange Act of 1934
on Form 15 in  February  1991.  On February  8, 1991,  the  Company  amended its
charter to change its name to DentMart Group,  Inc. and on February 15, 1991, to
effect a change of domicile to Colorado, the Company merged with Dentmart Group,
Inc. which was  incorporated in Colorado.  The Company was not successful in its
proposed operations and became dormant.

     On March 6, 1997, Mark A. DiSalvo,  the Company's sole officer and director
acquired  control of the Company  from Patrick C.  Brooks.  Mr.  Brooks had used
280,000  shares of the common stock of the Company as  collateral on a loan that
Mr. DiSalvo had made from his personal funds. When the loan was not repaid,  the
shares were  transferred to Mr. DiSalvo.  Upon receipt of the shares Mr. DiSalvo
owned 62.2% of the Company's common stock.

     Mr.  DiSalvo used his personal funds to revive the Company and on April 14,
1998 the  Company  filed a  current  report  with the  Securities  and  Exchange
Commission  reporting  the  Company's  change in fiscal year from December 31 to
March 31,  the  number of  shareholders  of the  Company  exceeding  300 and the
Company's  intention to resume filing of periodic reports under Section 15(d) of
the Securities Exchange Act of 1934.

     The  Company's  business plan is to seek,  investigate,  and, if warranted,
acquire  one or more  properties  or  businesses,  and to pursue  other  related
activities  intended to enhance shareholder value. The acquisition of a business
opportunity  may be made by purchase,  merger,  exchange of stock, or otherwise,
and may encompass  assets or a business  entity,  such as a  corporation,  joint
venture,  or  partnership.  The  Company  has very  limited  capital,  and it is
unlikely  that the Company will be able to take  advantage of more than one such
business  opportunity.  The Company intends to seek opportunities  demonstrating
the  potential of long-term  growth as opposed to  short-term  earnings.  At the
present time the Company has not  identified  any business  opportunity  that it
plans to  pursue,  nor has the  Company  reached  any  agreement  or  definitive
understanding with any person concerning an acquisition.

     It is anticipated  that Mr. DiSalvo will contact  broker-dealers  and other
persons with whom he is acquainted who are involved in corporate finance matters
to advise them of the  Company's  existence and to determine if any companies or
businesses   they  represent  have  an  interest  in  considering  a  merger  or
acquisition with the Company. No assurance can be given that the Company will be
successful in finding or acquiring a desirable business  opportunity,  given the
limited  funds that are expected to be available for  acquisitions,  or that any
acquisition  that occurs will be on terms that are  favorable  to the Company or
its stockholders.

     The  Company's  search  will  be  directed  toward  small  and medium-sized
enterprises which have a desire to become public corporations and which are able
to  satisfy,  or anticipate in the reasonably near future being able to satisfy,
the  minimum asset requirements in order to qualify shares for trading on NASDAQ
(See  "Investigation  and  Selection  of  Business  Opportunities"). The Company
anticipates that the business opportunities presented to it will (i) be recently
organized  with  no  operating  history,  or a history of losses attributable to
under-capitalization  or  other  factors;  (ii)  be  experiencing  financial  or
operating  difficulties;  (iii)  be in need of funds to develop a new product or
service or to expand into a new market; (iv) be relying upon an untested product
or marketing concept; or (v) have a combination of the characteristics mentioned
in  (i) through (iv). The Company intends to concentrate its acquisition efforts
on  properties or businesses that it believes to be undervalued. Given the above
factors,  investors  should  expect  that any acquisition candidate might have a
history  of  losses  or  low  profitability.

                                       2
<PAGE>

     The  Company  does not  propose  to  restrict  its  search  for  investment
opportunities  to  any  particular  geographical  area  or  industry,  and  may,
therefore,  engage in  essentially  any  business,  to the extent of its limited
resources. This includes industries such as service, finance, natural resources,
manufacturing, high technology, product development, medical, communications and
others. The Company's  discretion in the selection of business  opportunities is
unrestricted,  subject  to the  availability  of  such  opportunities,  economic
conditions, and other factors.

     Any  entity  that has an interest in being acquired by, or merging into the
Company, is expected to be an entity that desires to become a public company and
establish  a public trading market for its securities. In connection with such a
merger  or acquisition, it is highly likely that an amount of stock constituting
control  of  the  Company  would  be issued by the Company or purchased from the
current  principal  shareholders  of  the Company by the acquiring entity or its
affiliates. If stock is purchased from the current shareholders, the transaction
is very likely to result in substantial gains to them relative to their purchase
price  for  such  stock.  In  the  Company's  judgment, none of its officers and
directors  would  thereby  become  an  "underwriter"  within  the meaning of the
Section  2(11)  of  the  Securities  Act  of  1933,  as  amended.

     Depending  upon the nature of the  transaction,  Mark DiSalvo,  the current
sole  officer and  director of the Company may resign his  management  positions
with the Company in  connection  with the  Company's  acquisition  of a business
opportunity. See "Form of Acquisition," below, and "Risk Factors - The Company -
Lack of  Continuity  in  Management."  In the event of such a  resignation,  the
Company's current  management would not have any control over the conduct of the
Company's  business   following  the  Company's   combination  with  a  business
opportunity.

     It is anticipated  that business  opportunities  will come to the Company's
attention from various  sources,  including its officer and director,  its other
stockholders,   professional   advisors  such  as  attorneys  and   accountants,
securities  broker-dealers,   venture  capitalists,  members  of  the  financial
community,  and others who may present unsolicited proposals. The Company has no
plans,  understandings,  agreements, or commitments with any individual for such
person to act as a finder of opportunities for the Company.

     The  Company  does  not  foresee  that  it  would  enter  into  a merger or
acquisition  transaction  with  any  business  with  which  its  sole officer or
director  is  currently  affiliated. Should the Company determine in the future,
contrary  to  foregoing expectations, that a transaction with an affiliate would
be  in the best interests of the Company and its stockholders, the Company is in
general  permitted  by  Colorado  law  to  enter  into  such  a  transaction if:

1.        The material facts as to the relationship or interest of the affiliate
and as to the contract or transaction are disclosed or are known to the Board of
Directors, and the Board in good faith authorizes the contract or transaction by
the  affirmative  vote of a majority of the disinterested directors, even though
the  disinterested  directors  constitute  less  than  a  quorum;  or

2.        The material facts as to the relationship or interest of the affiliate
and  as  to  the  contract  or  transaction  are  disclosed  or are known to the
stockholders  entitled  to  vote  thereon,  and  the  contract or transaction is
specifically  approved  in  good  faith  by  vote  of  the  stockholders;  or

3.       The contract or transaction is fair as to the Company as of the time it
is  authorized,  approved  or  ratified,  by  the  Board  of  Directors  or  the
stockholders.

INVESTIGATION  AND  SELECTION  OF  BUSINESS  OPPORTUNITIES

     To a large  extent,  a  decision  to  participate  in a  specific  business
opportunity may be made upon  management's  analysis of the quality of the other
company's  management  and  personnel,  the  anticipated  acceptability  of  new
products  or  marketing  concepts,  the  merit  of  technological  changes,  the
perceived  benefit the company will derive from becoming a publicly held entity,
and numerous other factors which are difficult,  if not  impossible,  to analyze
through the  application of any objective  criteria.  In many  instances,  it is
anticipated that the historical  operations of a specific  business  opportunity
may not necessarily be indicative of the potential for the future because of the
possible need to shift marketing approaches substantially, expand significantly,
change product emphasis,  change or substantially  augment  management,  or make
other  changes.  The  Company  will be  dependent  upon the owners of a business
opportunity to identify any such problems that may exist and to implement, or be
primarily  responsible for the implementation of, required changes.  Because the
Company may participate in a business opportunity with a newly organized firm or
with a firm which is entering a new phase of growth, it should

                                       3
<PAGE>

be emphasized that the Company will incur further risks,  because  management in
many instances will not have proved its abilities or effectiveness, the eventual
market for such company's  products or services will likely not be  established,
and such company may not be profitable when acquired.

     It  is anticipated that the Company will not be able to diversify, but will
essentially  be  limited  to  one  such venture because of the Company's limited
financing.  This  lack  of diversification will not permit the Company to offset
potential losses from one business opportunity against profits from another, and
should  be  considered  an adverse factor affecting any decision to purchase the
Company's  securities.

     It is emphasized  that  management  of the Company may effect  transactions
having a potentially adverse impact upon the Company's  shareholders pursuant to
the   authority  and   discretion  of  the  Company's   management  to  complete
acquisitions  without  submitting  any  proposal to the  stockholders  for their
consideration.  Holders of the Company's  securities  should not anticipate that
the  Company  necessarily  will  furnish  such  holders,  prior to any merger or
acquisition, with financial statements, or any other documentation, concerning a
target  company  or its  business.  In some  instances,  however,  the  proposed
participation in a business opportunity may be submitted to the stockholders for
their   consideration,   either  voluntarily  by  such  directors  to  seek  the
stockholders' advice and consent or because state law so requires.

     The  analysis  of business opportunities will be undertaken by or under the
supervision  of  the  Company's  President,  who  is not a professional business
analyst. See "Management." Although there are no current plans to do so, Company
management  might  hire an outside consultant to assist in the investigation and
selection of business opportunities, and might pay a finder's fee. Since Company
management  has  no  current plans to use any outside consultants or advisors to
assist in the investigation and selection of business opportunities, no policies
have been adopted regarding use of such consultants or advisors, the criteria to
be  used in selecting such consultants or advisors, the services to be provided,
the  term  of  service,  or regarding the total amount of fees that may be paid.
However,  because of the limited resources of the Company, it is likely that any
such  fee  the  Company  agrees  to  pay would be paid in stock and not in cash.
Otherwise,  the  Company  anticipates that it will consider, among other things,
the  following  factors:

     1.  Potential  for growth and  profitability  indicated by new  technology,
anticipated market expansion, or new products;

2.      The Company's perception of how any particular business opportunity will
be  received  by  the  investment  community  and by the Company's stockholders;

3.      Whether,  following the business combination, the financial condition of
the  business  opportunity would be, or would have a significant prospect in the
foreseeable  future  of  becoming  sufficient  to  enable  the securities of the
Company  to  qualify  for  listing  on  an  exchange  or on a national automated
securities quotation system, such as NASDAQ, so as to permit the trading of such
securities  to  be  exempt  from  the requirements of Rule 15c2-6 adopted by the
Securities and Exchange Commission. See "Risk Factors - The Company - Regulation
of  Penny  Stocks."

4.      Capital  requirements and anticipated availability of required funds, to
be  provided  by  the Company or from operations, through the sale of additional
securities,  through  joint  ventures  or  similar  arrangements,  or from other
sources;

5.      The  extent  to  which  the  business  opportunity  can  be  advanced;

6.      Competitive  position as compared to other companies of similar size and
experience  within  the  industry  segment  as  well as within the industry as a
whole;

7.      Strength  and  diversity of existing management, or management prospects
that  are  scheduled  for  recruitment;

8.      The  cost  of  participation by the Company as compared to the perceived
tangible  and  intangible  values  and  potential;  and

9.      The  accessibility  of  required  management  expertise,  personnel, raw
materials,  services,  professional  assistance,  and  other  required  items.

                                       4
<PAGE>

     In  regard  to the possibility that the shares of the Company would qualify
for  listing  on NASDAQ SmallCap, the current standards include the requirements
that the issuer of the securities that are sought to be listed have, among other
things,  total  assets  of at least $4,000,000 or total market capitalization of
$50,000,000  or  Net  Income  of  $750,000 (in latest fiscal year or 2 of last 3
fiscal  years). Many, and perhaps most, of the business opportunities that might
be potential candidates for a combination with the Company would not satisfy the
NASDAQ  listing  criteria.

     No  one of the factors described above will be controlling in the selection
of  a  business  opportunity, and management will attempt to analyze all factors
appropriate  to  each opportunity and make a determination based upon reasonable
investigative  measures  and  available  data.  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.
Potential  investors  must  recognize  that,  because  of  the Company's limited
capital  available  for  investigation  and  management's  limited experience in
business  analysis,  the Company may not discover or adequately evaluate adverse
facts  about  the  opportunity  to  be  acquired.

     The  Company  is  unable  to  predict when it may participate in a business
opportunity.  It  expects,  however, that the analysis of specific proposals and
the  selection  of  a  business  opportunity  may  take  several months or more.

     Prior to making a decision to  participate in a business  opportunity,  the
Company  will  generally  request  that it be provided  with  written  materials
regarding the business  opportunity  containing  such items as a description  of
products,   services  and  company  history;   management   resumes;   financial
information; available projections, with related assumptions upon which they are
based; an explanation of proprietary products and services; evidence of existing
patents,  trademarks, or services marks, or rights thereto; present and proposed
forms of compensation to management;  a description of transactions between such
company and its affiliates during relevant periods; a description of present and
required  facilities;  an  analysis  of  risks  and  competitive  conditions;  a
financial  plan  of  operation  and  estimated  capital  requirements;   audited
financial  statements,  or  if  they  are  not  available,  unaudited  financial
statements,   together  with  reasonable   assurances  that  audited   financial
statements  would be able to be produced within a reasonable  period of time not
to  exceed  60 days  following  completion  of a merger  transaction;  and other
information deemed relevant.

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

     It  is  possible  that  the  range  of business opportunities that might be
available  for  consideration  by  the Company could be limited by the impact of
Securities  and  Exchange  Commission regulations regarding purchase and sale of
"penny  stocks."  The  regulations would affect, and possibly impair, any market
that  might  develop in the Company's securities until such time as they qualify
for  listing  on NASDAQ or on another exchange which would make them exempt from
applicability of the "penny stock" regulations. See "Risk Factors - - Regulation
of  Penny  Stocks."

     Company  management  believes  that various  types of  potential  merger or
acquisition  candidates might find a business combination with the Company to be
attractive.  These include  acquisition  candidates  desiring to create a public
market for their shares in order to enhance liquidity for current  shareholders,
acquisition  candidates  which have long-term  plans for raising capital through
the public sale of securities and believe that the possible prior existence of a
public  market  for  their  securities  would  be  beneficial,  and  acquisition
candidates  which  plan  to  acquire   additional  assets  through  issuance  of
securities rather than for cash, and believe that the possibility of development
of a public market for their  securities  will be of assistance in that process.
Acquisition  candidates  that have a need for an immediate cash infusion are not
likely  to find a  potential  business  combination  with the  Company  to be an
attractive alternative.

                                       5
<PAGE>

FORM  OF  ACQUISITION

     It is impossible to predict the manner in which the Company may participate
in a business opportunity.  Specific business  opportunities will be reviewed as
well as the respective needs and desires of the Company and the promoters of the
opportunity  and,  upon the basis of that  review and the  relative  negotiating
strength of the Company and such promoters, the legal structure or method deemed
by management to be suitable will be selected.  Such structure may include,  but
is not limited to leases, purchase and sale agreements, licenses, joint ventures
and other contractual  arrangements.  The Company may act directly or indirectly
through an interest in a partnership, corporation or other form of organization.
Implementing   such   structure  may  require  the  merger,   consolidation   or
reorganization  of the  Company  with other  corporations  or forms of  business
organization,  and although it is likely, there is no assurance that the Company
would  be  the  surviving  entity.  In  addition,  the  present  management  and
stockholders  of the Company  most likely will not have control of a majority of
the voting shares of the Company following a reorganization transaction. As part
of such a  transaction,  the  Company's  existing  directors  may resign and new
directors may be appointed without any vote by stockholders.

     It is likely that the Company will acquire its  participation in a business
opportunity  through the  issuance of Common  Stock or other  securities  of the
Company.  Although the terms of any such  transaction  cannot be  predicted,  it
should be noted that in  certain  circumstances  the  criteria  for  determining
whether or not an acquisition is a so-called "tax free" reorganization under the
Internal Revenue Code of 1986,  depends upon the issuance to the stockholders of
the acquired company of a controlling  interest (i.e. 80% or more) of the common
stock of the combined entities  immediately  following the reorganization.  If a
transaction  were structured to take advantage of these  provisions  rather than
other "tax free"  provisions  provided  under the  Internal  Revenue  Code,  the
Company's current  stockholders would retain in the aggregate 20% or less of the
total issued and outstanding shares. This could result in substantial additional
dilution in the equity of those who were  stockholders  of the Company  prior to
such  reorganization.  Any such issuance of additional shares might also be done
simultaneously  with a sale or transfer  of shares  representing  a  controlling
interest  in the  Company  by the  current  officers,  directors  and  principal
shareholders. (See "Description of Business - General").

     It is  anticipated  that any new  securities  issued in any  reorganization
would  be  issued  in  reliance  upon  exemptions,  if any are  available,  from
registration  under  applicable  federal  and  state  securities  laws.  In some
circumstances,  however, as a negotiated element of the transaction, the Company
may agree to register  such  securities  either at the time the  transaction  is
consummated,  or under certain conditions or at specified times thereafter.  The
issuance of substantial  additional securities and their potential sale into any
trading  market  that  might  develop  in the  Company's  securities  may have a
depressive effect upon such market.

     The  Company  will  participate  in a business  opportunity  only after the
negotiation  and  execution of a written  agreement.  Although the terms of such
agreement  cannot  be  predicted,  generally  such an  agreement  would  require
specific  representations and warranties by all of the parties thereto,  specify
certain events of default,  detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing,  outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.

     As  a  general matter, the Company anticipates that it, and/or its officers
and  principal  shareholders  will  enter  into  a  letter  of  intent  with the
management,  principals or owners of a prospective business opportunity prior to
signing a binding agreement. Such a letter of intent will set forth the terms of
the  proposed acquisition but will not bind any of the parties to consummate the
transaction.  Execution  of  a  letter  of intent will by no means indicate that
consummation  of  an acquisition is probable. Neither the Company nor any of the
other  parties  to  the  letter  of  intent  will  be  bound  to  consummate the
acquisition  unless  and until a definitive agreement concerning the acquisition
as  described  in  the  preceding paragraph is executed. Even after a definitive
agreement  is  executed,  it  is  possible  that  the  acquisition  would not be
consummated  should  any  party  elect  to  exercise  any  right provided in the
agreement  to  terminate  it  on  specified  grounds.

     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 time and
attention and  substantial  costs for  accountants,  attorneys and others.  If a
decision were made not to

                                       6
<PAGE>

participate in a specific business  opportunity,  the costs theretofore incurred
in the related  investigation would not be recoverable.  Moreover,  because many
providers of goods and services  require  compensation at the time or soon after
the goods and services are  provided,  the inability of the Company to pay until
an  indeterminate  future  time may make it  impossible  to  procure  goods  and
services.

INVESTMENT  COMPANY  ACT  AND  OTHER  REGULATION

     The  Company  may  participate  in  a  business  opportunity by purchasing,
trading  or  selling  the  securities  of  such  business. The Company does not,
however,  intend  to  engage  primarily  in  such  activities. Specifically, the
Company  intends to conduct its activities so as to avoid being classified as an
"investment  company"  under the Investment Company Act of 1940 (the "Investment
Act"),  and  therefore  to  avoid  application  of  the  costly  and restrictive
registration  and  other  provisions  of the Investment Act, and the regulations
promulgated  thereunder.

     Section  3(a)  of  the   Investment  Act  contains  the  definition  of  an
"investment  company," and it excludes any entity that does not engage primarily
in the business of investing, reinvesting or trading in securities, or that does
not engage in the business of investing,  owning, holding or trading "investment
securities"  (defined as "all  securities  other than  government  securities or
securities of  majority-owned  subsidiaries")  the value of which exceeds 40% of
the value of its total assets  (excluding  government  securities,  cash or cash
items). The Company intends to implement its business plan in a manner that will
result in the  availability of this exception from the definition of "investment
company." Consequently, the Company's participation in a business or opportunity
through the purchase and sale of investment securities will be limited.

     The  Company's  plan  of  business  may  involve  changes  in  its  capital
structure,  management,  control  and  business,  especially if it consummates a
reorganization  as  discussed  above.  Each  of  these areas is regulated by the
Investment Act, in order to protect purchasers of investment company securities.
Since  the Company will not register as an investment company, stockholders will
not  be  afforded  these  protections.

     Any  securities  that  the Company might acquire in exchange for its Common
Stock  will  be "restricted securities" within the meaning of the Securities Act
of  1933,  as  amended  (the  "Act").  If  the  Company  elects  to  resell such
securities,  such  sale  cannot proceed unless a registration statement has been
declared  effective  by  the  Securities and Exchange Commission or an exemption
from  registration is available. Section 4(1) of the Act, which exempts sales of
securities not involving a distribution, would in all likelihood be available to
permit  a  private  sale.  Although  the  plan of operation does not contemplate
resale  of securities acquired, if such a sale were to be necessary, the Company
would  be  required  to  comply  with  the  provisions of the Act to effect such
resale.

     An  acquisition made by the Company may be in an industry that is regulated
or  licensed  by  federal,  state  or  local  authorities.  Compliance with such
regulations  can  be  expected  to  be  a  time-consuming and expensive process.

COMPETITION

     The  Company expects to encounter substantial competition in its efforts to
locate  attractive opportunities, primarily from business development companies,
venture  capital  partnerships  and  corporations, venture capital affiliates of
large  industrial  and  financial  companies,  small  investment  companies, and
wealthy  individuals.  Many  of  these  entities will have significantly greater
experience,  resources  and  managerial  capabilities  than the Company and will
therefore  be  in  a  better  position  than  the  Company  to  obtain access to
attractive  business opportunities. The Company also will experience competition
from  public "blind pool" companies, many of which may have more funds available
than  does  the  Company.

EMPLOYEES

The  Company  is  a  development  stage  company and currently has no employees.
Management  of the Company expects to use consultants, attorneys and accountants
as  necessary,  and does not anticipate a need to engage any full-time employees
so  long  as  it  is seeking and evaluating business opportunities. The need for
employees  and  their  availability  will  be  addressed  in connection with the
decision  whether  or  not  to  acquire  or  participate  in  specific  business
opportunities.  Although  there is no current plan with respect to its nature or
amount, remuneration may be paid to or accrued for the benefit of, the Company's
sole  officer  prior  to,  or  in conjunction with, the completion of a business
acquisition.  See  "Executive Compensation" and under "Certain Relationships and
Related  Transactions."

                                       7
<PAGE>

RISK  FACTORS

     1.       Conflicts of Interest. Certain conflicts of interest exist between
              ---------------------
the  Company  and its sole officer and director. He has other business interests
to  which  he devotes his attention, and he may be expected to continue to do so
although  management time should be devoted to the business of the Company. As a
result,  conflicts  of  interest may arise that can be resolved only through his
exercise  of  such  judgment  as  is consistent with his fiduciary duties to the
Company.  See  "Management,"  and  "Conflicts  of  Interest."

     The Company's President may elect, in the future, to acquire or form one or
more  additional  companies with a business plan similar or identical to that of
the  Company.  Any such additional companies would be in direct competition with
the Company for available business opportunities. (See "Conflicts of Interest.")

     It is  anticipated  that  Company's  President  may  actively  negotiate or
otherwise  consent  to the  purchase  of a  portion  of his  common  stock  as a
condition  to,  or  in  connection   with,  a  proposed  merger  or  acquisition
transaction.  In this  process,  the  Company's  President  may consider his own
personal  pecuniary  benefit  rather than the best  interests  of other  Company
shareholders, and the other Company shareholders are not expected to be afforded
the  opportunity  to  approve  or  consent  to  any  particular   stock  buy-out
transaction. See "Conflicts of Interest."

     2.         Possible Need for Additional Financing.     The Company has very
                --------------------------------------
limited  funds,  and  such  funds  may  not be adequate to take advantage of any
available  business  opportunities.  Even  if  the  Company's  funds prove to be
sufficient to acquire an interest in, or complete a transaction with, a business
opportunity, the Company may not have enough capital to exploit the opportunity.
The  ultimate  success  of  the  Company  may  depend  upon its ability to raise
additional  capital.  The Company has not investigated the availability, source,
or terms that might govern the acquisition of additional capital and will not do
so until it determines a need for additional financing. If additional capital is
needed,  there  is no assurance that funds will be available from any source or,
if  available,  that they can be obtained on terms acceptable to the Company. If
not  available,  the  Company's  operations will be limited to those that can be
financed  with  its  modest  capital.

     3.     Regulation of Penny Stocks.     The Company's securities are subject
            --------------------------
to a Securities and Exchange Commission rule that imposes special sales practice
requirements upon  broker-dealers who sell such securities to persons other than
established  customers or accredited  investors.  For purposes of the rule,  the
phrase "accredited investors" means, in general terms,  institutions with assets
in  excess  of  $5,000,000,  or  individuals  having a net  worth in  excess  of
$1,000,000  or having an annual  income that  exceeds  $200,000  (or that,  when
combined with a spouse's income, exceeds $300,000).  For transactions covered by
the rule, the broker-dealer  must make a special  suitability  determination for
the purchaser and receive the purchaser's  written  agreement to the transaction
prior  to  the  sale.   Consequently,   the  rule  may  affect  the  ability  of
broker-dealers to sell the Company's  securities and also may affect the ability
of purchasers in this offering to sell their securities in any market that might
develop therefor.

     In addition, the Securities and Exchange Commission has adopted a number of
rules to regulate "penny stocks." Such rules include Rules 3a51-1, 15g-1, 15g-2,
15g-3, 15g-4, 15g-5, 15g-6, and 15g-7 under the Securities Exchange Act of 1934,
as  amended.  Because  the  securities  of the Company constitute "penny stocks"
within  the  meaning  of  the  rules,  the rules apply to the Company and to its
securities. The rules may further affect the ability of owners of Shares to sell
the  securities  of  the  Company  in  any  market  that might develop for them.

     Shareholders  should  be  aware  that, according to Securities and Exchange
Commission  Release  No.  34-29093,  the market for penny stocks has suffered in
recent years from patterns of fraud and abuse. Such patterns include (i) control
of  the  market  for  the security by one or a few broker-dealers that are often
related  to  the  promoter  or  issuer;  (ii)  manipulation  of  prices  through
prearranged  matching  of  purchases  and  sales  and false and misleading press
releases;  (iii)  "boiler  room" practices involving high-pressure sales tactics
and unrealistic price projections by inexperienced sales persons; (iv) excessive
and undisclosed bid-ask differentials and markups by selling broker-dealers; and
(v) the wholesale dumping of the same securities by promoters and broker-dealers
after  prices have been manipulated to a desired level, along with the resulting
inevitable  collapse  of  those  prices and with consequent investor losses. The
Company's  management  is aware of the abuses that have occurred historically in
the penny stock market. Although the Company does not expect to be in a position
to  dictate  the  behavior of the market or of broker-dealers who participate in
the  market, management will strive within the confines of practical limitations
to  prevent  the  described  patterns from being established with respect to the
Company's  securities.

                                       8
<PAGE>

     4.   Limited  Operating  History.  The Company was formed in April of 1989.
          -------------------------
The Company has limited operating history,  revenues from operations,  or assets
other than cash from sales of stock.  The Company faces all of the same risks as
a new business and the special risks inherent in the investigation, acquisition,
or involvement in a new business opportunity.  The Company must be regarded as a
new or "start-up" venture with all of the unforeseen costs, expenses,  problems,
and difficulties to which such ventures are subject.

     5.   No Assurance of Success or  Profitability.  There is no assurance that
          -----------------------------------------
the Company will acquire a favorable business  opportunity.  Even if the Company
should become involved in a business opportunity,  there is no assurance that it
will  generate  revenues or profits,  or that the market price of the  Company's
Common Stock will be increased thereby.

     6.   Possible  Business - Not Identified and Highly Risky.  The Company has
          ----------------------------------------------------
not  identified  and has no  commitments  to enter  into or  acquire a  specific
business  opportunity  and  therefore  can  disclose  the risks and hazards of a
business or  opportunity  that it may enter into in only a general  manner,  and
cannot  disclose the risks and hazards of any specific  business or  opportunity
that it may enter into. An investor can expect a potential business  opportunity
to be quite risky.  The Company's  acquisition of or participation in a business
opportunity  will likely be highly  illiquid and could result in a total loss to
the Company and its  stockholders  if the business or  opportunity  proves to be
unsuccessful. See Item 1 "Description of Business."

     7.   Type of Business Acquired.  The type of business to be acquired may be
          -------------------------
one that desires to avoid effecting its own public offering and the accompanying
expense, delays, uncertainties, and federal and state requirements which purport
to protect  investors.  Because of the  Company's  limited  capital,  it is more
likely than not that any  acquisition  by the Company will involve other parties
whose  primary  interest  is the  acquisition  of control  of a publicly  traded
company.   Moreover,   any  business   opportunity  acquired  may  be  currently
unprofitable or present other negative factors.

     8.   Impracticability  of Exhaustive  Investigation.  The Company's limited
          ----------------------------------------------
funds and the lack of full-time  management will likely make it impracticable to
conduct a complete  and  exhaustive  investigation  and  analysis  of a business
opportunity  before the Company commits its capital or other resources  thereto.
Management   decisions,   therefore,   will  likely  be  made  without  detailed
feasibility studies, independent analysis, market surveys and the like which, if
the Company had more funds available to it, would be desirable. The Company will
be particularly  dependent in making decisions upon information  provided by the
promoter,  owner,  sponsor,  or others associated with the business  opportunity
seeking the  Company's  participation.  A  significant  portion of the Company's
available  funds may be expended for  investigative  expenses and other expenses
related to preliminary aspects of completing an acquisition transaction, whether
or not any business opportunity investigated is eventually acquired.

     9.   Lack of  Diversification.  Because of the limited financial  resources
          ------------------------
that the Company has, it is unlikely  that the Company will be able to diversify
its acquisitions or operations.  The Company's  probable  inability to diversify
its  activities  into more than one area will  subject  the  Company to economic
fluctuations within a particular business or industry and therefore increase the
risks associated with the Company's operations.

     10.  Possible  Reliance upon Unaudited  Financial  Statements.  The Company
          --------------------------------------------------------
generally  will require  audited  financial  statements  from  companies that it
proposes to acquire. No assurance can be given, however, that audited financials
will be  available  to the  Company.  In  cases  where  audited  financials  are
unavailable,  the Company will have to rely upon unaudited  information received
from  target  companies'  management  that  has not  been  verified  by  outside
auditors.  The  lack  of the  type of  independent  verification  which  audited
financial  statements  would  provide,  increases the risk that the Company,  in
evaluating an acquisition with such a target company,  will not have the benefit
of full and accurate  information  about the  financial  condition and operating
history  of the  target  company.  This risk  increases  the  prospect  that the
acquisition  of such a  company  might  prove to be an  unfavorable  one for the
Company or the holders of the Company's securities.

     Moreover,  the Company will be subject to the  reporting  provisions of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"), and thus will
be required  to furnish  certain  information  about  significant  acquisitions,
including  audited  financial  statements  for any  business  that it  acquires.
Consequently,  acquisition  prospects that do not have, or are unable to provide
reasonable  assurances  that they will be able to obtain,  the required  audited
statements  would  not  be  considered  by the  Company  to be  appropriate  for
acquisition  so long  as the  reporting  requirements  of the  Exchange  Act are
applicable. Should the Company, during the time it remains subject

                                       9
<PAGE>

to the reporting  provisions of the Exchange Act,  complete an acquisition of an
entity for which audited  financial  statements  prove to be  unobtainable,  the
Company would be exposed to  enforcement  actions by the Securities and Exchange
Commission (the  "Commission")  and to corresponding  administrative  sanctions,
including  permanent  injunctions  against the Company and its  management.  The
legal and other costs of defending a Commission enforcement action are likely to
have  material,  adverse  consequences  for the  Company and its  business.  The
imposition  of  administrative  sanctions  would  subject the Company to further
adverse consequences.

     In  addition,  the  lack  of audited financial statements would prevent the
securities  of  the  Company  from  becoming eligible for listing on NASDAQ, the
automated  quotation  system sponsored by the National Association of Securities
Dealers,  Inc.,  or  on  any existing stock exchange. Moreover, the lack of such
financial  statements  is  likely  to discourage broker-dealers from becoming or
continuing  to  serve as market makers in the securities of the Company. Without
audited  financial  statements,  the Company would almost certainly be unable to
offer  securities  under a registration statement pursuant to the Securities Act
of  1933, and the ability of the Company to raise capital would be significantly
limited  until  such  financial  statements  were  to  become  available.

     11.  Investment Company  Regulation.  The Company does not intend to become
          ------------------------------
classified as an "investment  company" under the Investment  Company Act of 1940
(the "Investment  Act"). The Company believes that it will not become subject to
regulation  under the Investment Act because (i) the acquisition  under taken by
the Company will result in the  Company's  obtaining a majority  interest in any
such  merger  or  acquisition  candidate,   and  (ii)  the  Company  intends  to
discontinue any investment in a prospective  merger or acquisition  candidate in
which a majority interest cannot be obtained.  Should the Company be required to
register as an investment company,  it shall incur significant  registration and
compliance  costs.  The Company has  obtained no formal  determination  from the
Securities and Exchange  Commission (the  "Commission")  as to the status of the
Company  under the  Investment  Act. Any  violation of the  Investment  Act will
subject the Company to materially  adverse  consequences.  Should the Commission
find that the Company is subject to the Investment Act, and order the Company to
register  under such Act, the Company would  vigorously  resist such finding and
order.  Irrespective of whether the Commission or the Company were to prevail in
such a dispute,  however,  the Company  would be damaged by the costs and delays
involved.  Because the  Company  will not  register  under the  Investment  Act,
investors  in the Company  will not have the  benefit of the various  protective
provisions imposed on investment  companies by such Act, including  requirements
for independent directors.

     12.  Other  Regulation.  An  acquisition  made by the  Company  may be of a
          -----------------
business that is subject to regulation or licensing by federal,  state, or local
authorities.  Compliance with such  regulations and licensing can be expected to
be  a   time-consuming,   expensive  process  and  may  limit  other  investment
opportunities of the Company.

     13.  Dependence upon Management;  Limited Participation of Management.  The
          ----------------------------------------------------------------
Company currently has a single individual who is serving as its sole officer and
director.  The Company will be heavily dependent upon his skills,  talents,  and
abilities to implement its business plan, and may, from time to time,  find that
the inability of the sole officer and director to devote his full time attention
to  the  business  of  the  Company  results  in  a  delay  in  progress  toward
implementing its business plan. Furthermore,  since one individual is serving as
the sole officer and director of the Company, it will be entirely dependent upon
his experience in seeking, investigating, and acquiring a business and in making
decisions  regarding  the  Company's   operations.   See  "Management."  Because
investors  will  not be  able  to  evaluate  the  merits  of  possible  business
acquisitions  by the  Company,  they should  critically  assess the  information
concerning the Company's sole officer and director.

     14.  Lack of  Continuity  in  Management.  The  Company  does  not  have an
          -----------------------------------
employment agreement with its sole officer and director,  and as a result, there
is no assurance  that he will  continue to manage the Company in the future.  In
connection with acquisition of a business opportunity,  it is likely the current
officer and  director  of the  Company may resign.  A decision to resign will be
based  upon the  identity  of the  business  opportunity  and the  nature of the
transaction,  and is  likely  to  occur  without  the  vote  or  consent  of the
stockholders of the Company.

     15.  Indemnification  of Officers and Directors.  The Company's Articles of
          ------------------------------------------
Incorporation  are being  amended  to  provide  for the  indemnification  of its
directors, officers, employees, and agents, under certain circumstances, against
attorney's  fees and other expenses  incurred by them in any litigation to which
they become a party arising from their  association with or activities on behalf
of the  Company.  See Item 4 -  "Submission  of  Matters  to a Vote of  Security
Holders." The Company will also bear the expenses of such  litigation for any of
its

                                       10
<PAGE>

directors,  officers,  employees, or agents, upon such person's promise to repay
the Company  therefor if it is ultimately  determined that any such person shall
not have been entitled to  indemnification.  This  indemnification  policy could
result in  substantial  expenditures  by the  Company  that it will be unable to
recoup.

     16.  Director's  Liability Limited. The Company's Articles of Incorporation
          -----------------------------
are being amended to exclude personal  liability of its directors to the Company
and its stockholders for monetary damages for breach of fiduciary duty except in
certain specified circumstances.  Accordingly, the Company will have a much more
limited right of action against its directors than otherwise  would be the case.
This  provision  does not affect the liability of any director  under federal or
applicable  state securities laws. See Item 4 - "Submission of Matters to a Vote
of Security Holders."

     17.  Dependence   upon  Outside   Advisors.   To  supplement  the  business
          -------------------------------------
experience  of its sole  officer  and  director,  the Company may be required to
employ  accountants,   technical  experts,   appraisers,   attorneys,  or  other
consultants or advisors.  The selection of any such advisors will be made by the
Company's  President  without any input from  stockholders.  Furthermore,  it is
anticipated  that such persons may be engaged on an "as needed"  basis without a
continuing  fiduciary  or other  obligation  to the  Company.  In the  event the
President of the Company considers it necessary to hire outside advisors, he may
elect to hire  persons  who are  affiliates,  if they are  able to  provide  the
required services.

     18.  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  against the
assets of the  business  opportunity  to be acquired,  or against the  projected
future revenues or profits 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.

     19.  Competition.   The  search   for   potentially   profitable   business
          -----------
opportunities  is  intensely  competitive.  The  Company  expects  to  be  at  a
disadvantage  when  competing  with many firms that have  substantially  greater
financial and  management  resources and  capabilities  than the Company.  These
competitive  conditions  will exist in any  industry  in which the  Company  may
become interested.

     20.  No  Foreseeable  Dividends.  The Company has not paid dividends on its
          --------------------------
Common Stock and does not anticipate  paying such  dividends in the  foreseeable
future.

     21.  Loss of Control by Present  Management and  Stockholders.  The Company
          --------------------------------------------------------
may consider an  acquisition  in which the Company would issue as  consideration
for  the  business  opportunity  to be  acquired  an  amount  of  the  Company's
authorized but unissued  Common Stock that would,  upon issuance,  represent the
great majority of the voting power and equity of the Company. The result of such
an acquisition would be that the acquired company's  stockholders and management
would  control the Company,  and the Company's  management  could be replaced by
persons  unknown at this time.  Such a merger would result in a greatly  reduced
percentage of ownership of the Company by its current shareholders. In addition,
the Company's President could sell his control block of stock at a premium price
to the acquired company's stockholders.

     22.  Dilutive Effects of Authorizing and Issuing  Additional  Common Stock.
          ---------------------------------------------------------------------
The  shareholders  of the Company  have the  authority to increase the number of
authorized  shares of the Company.  The Company's  Articles of Incorporation are
being amended to increase the number of authorized shares of common stock of the
Company to 50,000,000.  The president of the Company,  Mark DiSalvo, owns enough
shares of the stock of the  Company to approve of such an  increase  without any
additional  shareholder  support.  In the event  that the  number of  authorized
shares of common  stock of the  Company is  increased,  a vast  majority  of the
Company's  authorized but unissued Common Stock could be unissued.  The board of
directors of the Company would have the authority to issue such unissued  shares
without the consent or vote of the stockholders of the Company.  The issuance of
these shares may further  dilute the interests of  shareholders  and will reduce
their proportionate ownership and voting power in the Company.

     23.  Limited  Public  Market.  There is a  limited  public  market  for the
          -----------------------
Company's common stock, and no assurance can be given that a market will develop
or that a shareholder ever will be able to liquidate his

                                       11
<PAGE>

investment  without  considerable  delay, if at all. If a market should develop,
the price may be highly volatile.  Factors such as those discussed in this "Risk
Factors"  section may have a  significant  impact  upon the market  price of the
securities  offered  hereby.  Owing  to the low  price of the  securities,  many
brokerage  firms may not be willing to effect  transactions  in the  securities.
Even if a  purchaser  finds a broker  willing to effect a  transaction  in these
securities,  the combination of brokerage commissions,  state transfer taxes, if
any, and any other selling  costs may exceed the selling  price.  Further,  many
lending  institutions  will not permit the use of such  securities as collateral
for any loans.

     24.  Rule 144 Sales. The vast majority of the outstanding  shares of Common
          --------------
Stock  held by  present  stockholders  are  "restricted  securities"  within the
meaning of Rule 144 under the Securities Act of 1933, as amended.  As restricted
shares,  these shares may be resold only  pursuant to an effective  registration
statement or under the requirements of Rule 144 or other  applicable  exemptions
from  registration  under  the  Act  and  as  required  under  applicable  state
securities  laws.  Rule 144  provides  in  essence  that a  person  who has held
restricted  securities for a prescribed  period may,  under certain  conditions,
sell every three months, in brokerage transactions, a number of shares that does
not exceed the greater of 1.0% of a company's  outstanding  common  stock or the
average  weekly trading volume during the four calendar weeks prior to the sale.
There is no limit on the amount of restricted  securities  that may be sold by a
nonaffiliate  after the restricted  securities have been held by the owner for a
period of two years. A sale under Rule 144 or under any other exemption from the
Act, if available,  or pursuant to subsequent  registrations of shares of Common
Stock of present  stockholders,  may have a depressive  effect upon the price of
the Common  Stock in any market  that may  develop.  All of the total  4,999,983
shares of common  stock held by present  stockholders  of the Company are either
freely  tradable or available  for resale under Rule 144. The  4,339,306  shares
held by the Company's  president are subject to applicable  volume  restrictions
under the Rule.

     25.  Blue Sky Considerations.  Because the securities  registered hereunder
          -----------------------
have not been  registered  for resale under the blue sky laws of any state,  the
holders of such shares and  persons  who desire to purchase  them in any trading
market  that  might  develop  in the  future,  should be aware that there may be
significant  state  blue-sky law  restrictions  upon the ability of investors to
sell  the  securities  and  of  purchasers  to  purchase  the  securities.  Some
jurisdictions may not under any circumstances allow the trading or resale of the
Company's  securities.  Accordingly,  investors  should  consider the  secondary
market for the Company's securities to be a limited one.

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

     The  Company  currently  maintains a mailing address at 192 Searidge Court,
Shell  Beach,  California  93449,  which  is  the  address of its president. The
Company's  telephone  number is (805) 773-5350. Other than this mailing address,
the  Company  does  not currently maintain any other office facilities, and does
not  anticipate  the  need  for maintaining office facilities at any time in the
foreseeable  future.  The Company pays no rent or other fees for the use of this
mailing address. See "Item 13 - Certain Relationships and Related Transactions."

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

     Management  is not aware of any  material  litigation  pending  against the
Company or its properties.

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

     The  annual  meeting  of  shareholders  of record on March 23, 1998, of the
Company  will be held on April 23, 1998, in Shell Beach, California to elect the
directors  of  the  Company  and  to  amend the Articles of Incorporation of the
Company.  Mark DiSalvo is the sole person nominated as a director. The amendment
of  the  Articles  of  Incorporation  will  provide,  for indemnification of the
Company's  officers,  directors,  employees,  and  agents, limited liability for
directors  and an increase in the number of authorized shares of common stock to
50,000,000.  All  items  should  be  approved since the Company's president owns
enough  shares  of  the  common  stock  of  the  Company  to  approve all items.

                                       12
<PAGE>

                                     PART II


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

     The  Company's  Common  Stock  resumed  public trading on January 15, 1998.
There  has been no other trading during the two most recent fiscal years nor any
subsequent  interim  period  for  which  financial statements are, or should be,
included.  On April 13, 1998, the average closing bid price for the common stock
of  the  Company  was  $.1125. The high and low closing bid prices since trading
resumed  were  as  follows:

     Quarter  Ended                          Low Bid                    High Bid
     --------------                          -------                    --------
     March  31,  1998                            $.10                      $.125

     Some  of  the  above  prices  reflect  inter-dealer  prices  without retail
mark-up, markdown or commission and may not represent actual transactions. As of
April  13,  1998,  there  were  approximately  473 shareholders of record of the
Company's  Common  Stock.

     The  Company  has  not  paid  any  dividends to its shareholders and has no
present  intention  of  changing  this  policy.

ITEM  6.          SELECTED  FINANCIAL  DATA.
-------           -------------------------

     The following selected financial data, insofar as it relates to each of the
fiscal  years  ended  March, 31, 1996 through 1998, has been derived from annual
financial  statements  including  the Statements of Financial Condition at March
31,  1998  and  1997  and the related statements of operations and shareholder's
equity  and cash flows for the three fiscal years ended March 31, 1998 and notes
thereto  appearing  elsewhere  herein.    This  information  should  be  read in
conjunction  with  "Management's  Discussion and Analysis of Financial Condition
and  Results  of Operations" and the Consolidated Financial Statements and Notes
thereto.

<TABLE>
<CAPTION>

                                SELECTED         FINANCIAL          DATA

                              Twelve Month     Twelve Month     Twelve Month
                              Period ended     Period ended     Period ended
                              Mar. 31, 1998    Mar. 31, 1997   Mar. 31, 1996
<S>                          <C>              <C>              <C>
Results of Operations:
Operating Revenues           $            0   $            0   $            0
Income (loss)                $            0   $            0   $            0
Income (loss) per share      $            0   $            0   $            0

Balance Sheet Data:          Mar. 31, 1998    Mar. 31, 1997

Total Assets                 $            0   $            0 
Total Liabilities            $            0   $            0 
Total SH's Equity (Deficit)        ($30,000)        ($30,000)
</TABLE>

                                       13
<PAGE>

ITEM  7.         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
-------          ---------------------------------------------------------------
RESULTS  OF  OPERATIONS.
-----------------------


LIQUIDITY  AND  CAPITAL  RESOURCES

     The Company  remains in the  development  stage and, since  inception,  has
experienced  no  significant   change  in  liquidity  or  capital  resources  or
stockholder's  equity  other than the  receipt of  subscriptions  for its common
stock in the net amount of $30,000.  Consequently,  the  Company's  Statement of
Financial  Position  for the fiscal  years ended March 31,  1998,  1997 and 1996
reflects a total asset value of $0.

     The  Company  will  carry  out its plan of business as discussed above. The
Company  cannot  predict to what extent its liquidity and capital resources will
be diminished prior to the consummation of a business combination or whether its
capital  will  be  further  depleted  by  the  operating  losses (if any) of the
business  entity  which  the  Company  may  eventually  acquire.

RESULTS  OF  OPERATIONS

     During  the  period  from April 5, 1989 (inception) through March 31, 1998,
the  Company  has engaged in no significant operations other than organizational
activities,  acquisition  of  capital  and  preparation  for registration of its
securities  under  the  Securities Exchange Act of 1934, as amended. The Company
received  no  revenues  during  this  period.

     For the current fiscal year, the Company anticipates  incurring a loss as a
result of expenses  associated with resumption of reporting under the Securities
Exchange  Act of 1934 and  expenses  associated  with  locating  and  evaluating
acquisition   candidates.   The  Company   anticipates  that  until  a  business
combination  is completed with an  acquisition  candidate,  it will not generate
revenues  other than interest  income,  if any, and may continue to operate at a
loss after completing a business combination,  depending upon the performance of
the acquired business.

NEED  FOR  ADDITIONAL  FINANCING

     The Company believes that some additional  capital will be required to meet
the Company's cash needs,  including the costs of compliance with the continuing
reporting requirements of the Securities Exchange Act of 1934, as amended. There
is no assurance  the Company will be able to acquire the  additional  capital or
that the funds, if acquired, will ultimately prove to be adequate to allow it to
complete a business  combination,  and once a business combination is completed,
the   Company's   needs  for   additional   financing  are  likely  to  increase
substantially.

     No  commitments to provide additional funds have been made by management or
other  stockholders.  Accordingly, there can be no assurance that any additional
funds  will  be  available  to  the  Company  to allow it to cover its expenses.

     Irrespective of whether the Company's cash assets prove to be inadequate to
meet  the  Company's  operational  needs,  the  Company might seek to compensate
providers  of services by issuances of stock in lieu of cash. For information as
to  the  Company's  policy  in  regard  to  payment for consulting services, see
"Certain  Relationships  and  Transactions."

INFLATION
---------

     The  Company has limited experience with respect to the effect of inflation
on  its  business.    However,  based  on management's understanding of industry
experience, it believes that inflation will not have a significant impact on the
results  of  the  Company's  operations  in  the  future.

                                       14
<PAGE>

ITEM  8.          FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA.
-------           -----------------------------------------------

     The  financial  statements required by this item are set forth as indicated
in  Item  14(a)(1).

ITEM  9.          CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON
-------           ------------------------------------------------------
ACCOUNTING  AND  FINANCIAL  DISCLOSURE.
--------------------------------------

          NONE.

                                    PART III

MANAGEMENT
----------

ITEM  10.          DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT.
--------           --------------------------------------------------------

     The  present  directors  and  executive  officers of the Company are listed
below,  together  with  brief  accounts  of  their  experience and certain other
information.

<TABLE>
<CAPTION>

                                               Year First
  Name           Age          Office            Elected
---------------  ---  -----------------------  ----------
<S>              <C>  <C>                      <C>
Mark A. DiSalvo   47  Chairman of the Board          1997
                      Chief Executive Officer        1997
                      Treasurer                      1997
                      Secretary                      1997
</TABLE>

     All  officers serve at the pleasure of the Board. Directors serve until the
next  annual  meeting  of shareholders and until their respective successors are
elected  and  qualified.

          The  sole  director and officer of the Company will devote his time to
the Company's affairs on an "as needed" basis. As a result, the actual amount of
time  which  he will devote to the Company's affairs is unknown and is likely to
vary  substantially  from  month  to  month.

BUSINESS  EXPERIENCE  OF  DIRECTORS  AND  EXECUTIVE  OFFICERS
-------------------------------------------------------------

     Mark  A.  DiSalvo  has  been President, Chairman of the Board of Directors,
     -----------------
Chief  Executive  Officer,  Treasurer  and Secretary of the Company since March,
1997.  Mr.  DiSalvo,  who  is  the  Company's  President, has served as the sole
officer  and  director  of  the  Company  since  then.  Mr. DiSalvo is currently
self-employed  as  a business consultant, providing consulting services relating
to mergers and acquisitions. Mr. DiSalvo has also been engaged in the securities
business  in  various  capacities  from  1984  to  the  present.

INDEMNIFICATION  OF  OFFICERS  AND  DIRECTORS

     As permitted by Colorado law, the Company's  Articles of Incorporation will
be amended to provide that the Company will indemnify its directors and officers
against  expenses and liabilities they incur to defend,  settle,  or satisfy any
civil or  criminal  action  brought  against  them on account of their  being or
having been Company directors or officers unless,  in any such action,  they are
adjudged to have acted with gross negligence or willful misconduct. See Item 4 -
"Submission   of  Matters   to  a  Vote  of   Security   Holders."   Insofar  as
indemnification  for liabilities arising under the Securities Act of 1933 may be
permitted to directors,  officers or persons controlling the Company pursuant to
the foregoing provisions,  the Company has been informed that, in the opinion of
the Securities and Exchange  Commission,  such indemnification is against public
policy as expressed in that Act and is, therefore, unenforceable.

                                       15
<PAGE>

EXCLUSION  OF  LIABILITY

     Pursuant  to  the Colorado Business Corporation Act, the Company's Articles
of Incorporation will be amended to exclude personal liability for its directors
for  monetary  damages  based  upon  any  violation of their fiduciary duties as
directors, except as to liability for any breach of the duty of loyalty, acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation  of  law,  acts  in  violation  of  Section  7-106-401 of the Colorado
Business  Corporation  Act, or any transaction from which a director receives an
improper  personal  benefit.  See  Item  4 - "Submission of Matters to a Vote of
Security  Holders." This exclusion of liability does not limit any right which a
director may have to be indemnified and does not affect any director's liability
under  federal  or  applicable  state  securities  laws.

CONFLICTS  OF  INTEREST

     The  sole  officer  and director of the Company will not devote more than a
portion  of his time to the affairs of the Company. There will be occasions when
the time requirements of the Company's business conflict with the demands of his
other  business  and  investment activities. Such conflicts may require that the
Company  attempt  to employ additional personnel. There is no assurance that the
services  of  such  persons  will be available or that they can be obtained upon
terms  favorable  to  the  Company.

     The Company's President may elect, in the future, to acquire or form one or
more  additional  companies with a business plan similar or identical to that of
the  Company.  Any such additional companies would also be in direct competition
with  the  Company  for  available  business  opportunities.

     There  is  no  procedure  in  place that would allow Mr. DiSalvo to resolve
potential  conflicts in an arms-length fashion. Accordingly, he will be required
to  use  his  discretion  to  resolve  them  in  a  manner  which  he  considers
appropriate.

     The Company's sole officer and director may actively negotiate or otherwise
consent to the purchase of a portion of his common  stock as a condition  to, or
in  connection  with,  a  proposed  merger  or  acquisition  transaction.  It is
anticipated that a substantial  premium over the initial cost of such shares may
be paid by the purchaser in conjunction with any sale of shares by the Company's
officer and director  which is made as a condition to, or in connection  with, a
proposed merger or acquisition transaction.  The fact that a substantial premium
may be paid to the  Company's  sole  officer and  director to acquire his shares
creates a potential  conflict of interest for him in  satisfying  his  fiduciary
duties to the Company and its other shareholders.  Even though such a sale could
result in a substantial  profit to him, he would be legally required to make the
decision  based upon the best  interests of the Company and the Company's  other
shareholders, rather than his own personal pecuniary benefit.

ITEM  11.          EXECUTIVE  COMPENSATION.
--------           -----------------------

     For  the  fiscal  year  ended March 31, 1998, all executive officers of the
Company  as a group (1 person), had aggregate cash compensation of approximately
$0.

EMPLOYMENT  AGREEMENTS
----------------------

     The Company does not have employment agreements with any of its officers or
directors.  Competitive  compensation and incentive  programs will be instituted
when  operations  achieve a profitable  performance  acceptable to the Company's
Board  of  Directors.  Directors  who  are  not  employees  of the  Company  are
compensated at the rate of $250 for each Board meeting attended.

                                       16
<PAGE>

ITEM  12.        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
--------         --------------------------------------------------------------

     The  following  table sets forth, as of April 13, 1998, certain information
concerning  the  ownership  of  shares  of the Company's Common Stock by persons
owning  more  than  5%  of  the  outstanding  shares of the Common Stock and the
Directors  of  the  Company  and  by  Directors  and  Officers  as  a  group.

<TABLE>
<CAPTION>

Name and Address                                  Percentage of
of Beneficial Owner             Shares Owned   Outstanding Shares
------------------------------  -------------  -------------------
<S>                             <C>            <C>
Mark A. DiSalvo                 4,439,306 (1)                88.8%
192 Searidge Court
Shell Beach, California 93449

All directors and
officers as a group (1 person)  4,439,306 (1)                88.8%
<FN>

     (1) Does not include 360 shares  owned by Leah R.  DiSalvo,  Mr.  DiSalvo's
wife, as to which shares Mark A. DiSalvo disclaims any beneficial interest.

     (2) Does not include 227,877 shares owned by David DiSalvo,  Mr.  DiSalvo's
brother, as to which shares Mark A. DiSalvo disclaims any beneficial interest.

     Mark A. DiSalvo may be deemed a "parent" or "promoter" of the Company under
the Securities Act of 1933. See Item 1 "Description of Business - General," Item
10  "Directors  and Executive Officers of the Registrant" and "Item 13 - Certain
Relationships  and  Related  Transactions."
</TABLE>

ITEM  13.          CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.
--------           --------------------------------------------------

     On  March 6, 1997, Mark A. DiSalvo, the Company's sole officer and director
acquired  control  of  the  Company  from Patrick C. Brooks. Mr. Brooks had used
280,000  shares  of the common stock of the Company as collateral on a loan that
Mr.  DiSalvo had made from his personal funds. When the loan was not repaid, the
shares  were  transferred to Mr. DiSalvo.

     On  November  19,  1997,  Mr. DiSalvo returned 315,483 shares of the common
stock of the Company to the Company in order to facilitate a forward split of 19
for 1 which was effected on November 26, 1998. Although there is no current plan
in  existence,  it  is possible that the Company will adopt a plan to compensate
Mr.  DiSalvo  with  additional  shares  of common stock of the Company after the
Articles of Incorporation have been amended to increase the number of authorized
shares  of  common  stock  to  50,000,000.

     No officer, director, promoter, or affiliate of the Company has or proposes
to  have  any  direct  or indirect material interest in any asset proposed to be
acquired  by  the  Company  through  security  holdings,  contracts, options, or
otherwise.

     The Company has adopted a policy under which any consulting or finder's fee
that  may  be paid to a third party for consulting services to assist management
in  evaluating  a  prospective business opportunity would be paid in stock or in
cash.  Any such issuance of stock would be made on an ad hoc basis. Accordingly,
the Company is unable to predict whether or in what amount such a stock issuance
might  be  made.

     Although  there  is  no  current plan in existence, it is possible that the
Company  will adopt a plan to pay or accrue compensation to its sole officer and
director for services related to seeking business opportunities and completing a
merger  or  acquisition  transaction.

                                       17
<PAGE>

     The  Company  maintains a mailing address at the home of its president, but
otherwise  does  not maintain an office. As a result, it pays no rent and incurs
no  expenses for maintenance of an office and does not anticipate paying rent or
incurring  office  expenses  in  the  future. It is likely that the Company will
establish  and  maintain  an  office after completion of a business combination.

     Although  management has no current plans to cause the Company to do so, it
is  possible  that  the  Company may enter into an agreement with an acquisition
candidate requiring the sale of all or a portion of the Common Stock held by the
Company's  president  to  the acquisition candidate or principals thereof, or to
other  individuals or business entities, or requiring some other form of payment
to  the  Company's  president,  or  requiring the future employment of specified
officers  and  payment  of salaries to them. It is more likely than not that any
sale  of securities by the Company's president to an acquisition candidate would
be at a price substantially higher than that originally paid by him. Any payment
to  the  Company's  president  in  the  context  of an acquisition involving the
Company  would  be  determined  entirely by the largely unforeseeable terms of a
future  agreement  with  an  unidentified  business  entity.

                                       18
<PAGE>

                                     PART IV


ITEM  14.      EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
--------       ----------------------------------------------------------------


     (A)  DOCUMENTS FILED WITH REPORT:
          ---------------------------

          1.   Financial Statements and Financial Statement Schedules.

          The  Financial  Statements and Financial Statement Schedules listed in
the accompanying Index to Financial Statements are filed as part of this report.

          2.   Exhibits.

               The  Exhibits  listed  on  the accompanying Index to Exhibits are
filed  as  part  of  this  report.

     (B)  REPORTS ON FORM 8-K:
         --------------------

          On  April  14,  1998,  the  Company  filed  a report on Form 8-K dated
February 8, 1991 wherein the Company reported that on March 31, 1998, the number
of  shareholders  of  the  Company  increased  above  300  and  the  Company had
determined  to resume filing reports pursuant to Section 15(d) of the Securities
Exchange  Act  of  1934. The Company also reported that on February 8, 1991, the
Company  amended  its  charter  to  change  its  name to DentMart Group, Inc. On
February  15,  1991, to effectuate a change of domicile to Colorado, the company
merged  with  DentMart Group, Inc., a Colorado corporation. Finally, the Company
reported that on March 31, 1998, the Company changed its fiscal year to March 31
and  the  Company would file Form 10-K for the fiscal year ended March 31, 1998.

                                       19
<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.

                              DEMTMART  GROUP,  INC.



Date:  April    15,  1998     By: /S/ Mark A. DiSalvo
                                 ---------------------------------
                                 Mark A. DiSalvo, President, Principal Executive
                                 Officer and Chairman of the Board



Date:  April  15,  1998       By: /S/ Mark A. DiSalvo
                                 ---------------------------------
                                 Mark A. DiSalvo, Principal Financial
                                 and Accounting Officer and Director


     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  and  on  the  dates  indicated.



Date:  April  15,  1998       By: /S/ Mark A. DiSalvo
                                 ---------------------------------
                                 Mark A. DiSalvo, President, Principal Executive
                                 Officer and Chairman of the Board



Date:  April  15,  1998       By: /S/ Mark A. DiSalvo
                                 ---------------------------------
                                 Mark A. DiSalvo, Principal Financial
                                 and Accounting Officer and Director


Supplemental  Information to be Furnished With Reports Filed Pursuant to Section
15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to
Section  12  of  the  Act.

No  annual  report  or  proxy  material  has  been  sent  to  security  holders.

                                       20
<PAGE>

                              DENTMART GROUP, INC.
                              --------------------

<TABLE>
<CAPTION>

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                   __   AND FINANCIAL STATEMENT SCHEDULES_____
                   -------------------------------------------

Financial Statements                                                     Page
-----------------------------------------------------------------------  ----
<S>                                                                      <C>
Independent Auditors' Report                                             F-1

Statements of Financial Condition - as of March 31, 1998, 1997 and 1996  F-2

Statements of Operations for the Years
  Ended March 31, 1998, 1997 and 1996                                    F-3

Statements of Shareholders' Equity from
  Inception (April 5, 1989) to March 31, 1998                            F-4

Statements of Cash Flows for the Years Ended
  March 31, 1998, 1997 and 1996                                          F-5

Notes to Financial Statements                                            F-6
</TABLE>

                                       21
<PAGE>

                              DENTMART GROUP, INC.
                                    FORM 10-K
                            FOR THE FISCAL YEAR ENDED
                                 MARCH 31, 1998

INDEX  TO  EXHIBITS
-------------------

(3)   Article  of  Incorporation  and  Bylaws

3.1   Articles  of  Merger  of  DentMart  Group,  Inc.

3.2   Plan  and  Agreement  of  Merger

3.3   Articles  of  Incorporation  of  DentMart  Group,  Inc.

3.4   Amendment  of Articles of Incorporation filed May 21, 1991

3.5   Amendment  of Articles of Incorporation filed May 23, 1991 

3.6   Bylaws  of  DentMart  Group,  Inc. 

3.7   Specimen  Stock  Certificate  

27.1  Financial Data Schedule

      See  response  to  Item  14(a)(i),  Financial  Statements

                                       22
<PAGE>


                               GERALD R. PERLSTEIN
                           CERTIFIED PUBLIC ACCOUNTANT
                      1260 S. BEVERLY GLEN BLVD., SUITE 106
                              LOS ANGELES, CA 90024
                                      _____

                            TELEPHONE (310) 275-4650
                               FAX (310) 275-4611


                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------



Board  of  Directors
DENTMART  GROUP,  INC.
Pismo  Beach,  California



I  have  audited  the  accompanying statements of financial position of DENTMART
GROUP,  INC.  (a  development stage company) as of March 31, 1996, 1997 and 1998
and  the  related statements of operations, shareholders' equity, and cash flows
for  the years then ended.  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
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.
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   positions  of  DENTMART  GROUP,  INC.  (a
development  stage company) as of March 31, 1996,  1997 and 1998 and the results
of its operations,  shareholders' equity and cash flows for the years then ended
in conformity with generally accepted accounting principles.







/S/ Gerald R. Perlstein
Gerald  R.  Perlstein
Los  Angeles,  California

April  8,  1998

                                      F-1
<PAGE>
                              DENTMART GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                        STATEMENTS OF FINANCIAL POSITION

<TABLE>
<CAPTION>

                                     ASSETS
                                     ------

                                          YEARS ENDED MARCH 31
                                      ----------------------------
                                        1998      1997      1996
                                      --------  --------  --------
<S>                                   <C>       <C>       <C>
CURRENT ASSETS
------------------------------------                              
 None                                       0         0         0 
                                      --------  --------  --------
   TOTAL ASSETS                             0         0         0 
                                      --------  --------  --------

                     LIABILITIES AND SHAREHOLDERS' EQUITY
                     ------------------------------------

CURRENT LIABILITIES
-------------------
 None

SHAREHOLDERS' EQUITY
--------------------

 Common Stock:  Par value $.01;
   5,000,000 shares authorized;
   4,999,983 shares in 1998,
   578,640 shares in 1997 and
   600,000 shares in 1996,
   were issued and outstanding         30,000    30,000    30,000 
 Accumulated deficit during
   development stage                  (30,000)  (30,000)  (30,000)
                                      --------  --------  --------

   Total Shareholders' Equity               0         0         0 
                                      --------  --------  --------

   TOTAL LIABILITIES AND
   SHAREHOLDERS' EQUITY                     0         0         0 
                                      --------  --------  --------
<FN>

   The Accompanying Notes are an integral part of these Financial Statements.
</TABLE>

                                      F-2
<PAGE>

                              DENTMART GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                  YEARS ENDED MARCH 31
                  --------------------
                                      PERIOD FROM APRIL
                                      5, 1989 (INCEPTION)
                                      THROUGH MARCH 31,
                    1998  1997  1996  1998
                    ----  ----  ----  --------------------
<S>                 <C>   <C>   <C>   <C>
Revenues            None  None  None           None

Cost and expenses   None  None  None         $30,000
                    ----  ----  ----  --------------------

NET INCOME (LOSS)   NONE  NONE  NONE         $30,000
                    ----  ----  ----  --------------------
<FN>

   The Accompanying Notes are an integral part of these Financial Statements.
</TABLE>

                                      F-3
<PAGE>
                              DENTMART GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                        STATEMENT OF SHAREHOLDERS' EQUITY
                FROM INCEPTION (APRIL 5, 1989) TO MARCH 31, 1998

<TABLE>
<CAPTION>

                                                                                  RET. DEFICIT
                                                               CAPITAL CONTR.        ACCUM.
                                        COMMON       STOCK    IN EXCESS OF PAR       DURING
                                        NUMBER      AMOUNT     VALUE OF STOCK    DEVELOP. STAGE      TOTAL
                                     ------------  ---------  -----------------  ---------------  -----------
<S>                                  <C>           <C>        <C>                <C>              <C>
Issuance of Common Stock             $ 5,000,000   $  5,000                 --               --   $    5,000 
Net (Loss) for the year 1989                                                             (6,791)      (6,791)
                                     ------------  ---------  -----------------  ---------------  -----------
Balance at December 31, 1989           5,000,000      5,000                 --           (6,791)      (1,791)

Issuance of Common Stock                 250,000        250             24,750               --       25,000 
Net (Loss) for the year 1990                                                             (7,771)   (   7,771)
                                     ------------  ---------  -----------------  ---------------  -----------
Balance at December 31, 1990           5,250,000      5,250             24,750          (14,562)      15,438 

Net (Loss) for the year 1991                                                            (10,438)     (10,438)
Stock split: 5 for 1                  21,000,000 
                                     ------------
 Subtotal                             26,250,000 
Shares issues per merger with
 Home Indemnity, Inc.                 20,000,000     39,750            339,250               --      379,000 
                                      (1,250,000)        --                 --               --           -- 
                                     ------------  ---------  -----------------  ---------------  -----------
 Shares surr.                         45,000,000     45,000            364,000          (25,000)     384,000 
                                     ------------

Reverse split:  1 for 10               4,500,000 
                                     ------------
Reverse split:  1 for 5                  900,000 
Cancellation of shares                  (300,000)   (15,000)          (364,000)                     (379,000)
                                     ------------  ---------  -----------------  ---------------  -----------
Balance at December 31, 1991             600,000     30,000                  0          (25,000)       5,000 

Net Income for year 1992                                                                      0            0 
                                     ------------  ---------  -----------------  ---------------  -----------
Balance at December 31, 1992             600,000     30,000                  0          (25,000)       5,000 

Net (loss) for year 1993                                                                 (5,000)      (5,000)
                                     ------------  ---------  -----------------  ---------------  -----------
Balance December 31, 1993                600,000     30,000                  0          (30,000)           0 

No activity for years ended
December 31, 1994, and 1995 and for
the period ending March 31, 1996
                                     ------------  ---------  -----------------  ---------------  -----------
Balance March 31, 1996                   600,000     30,000                  0          (30,000)           0 

Cancellation of shares                   (21,360)        --                                               -- 
                                     ------------  ---------  -----------------  ---------------  -----------
Balance March 31, 1997                   578,640     30,000                  0          (30,000)           0 

Surrender of shares                     (315,483)        -- 
Stock split: 19 for 1                  4,736,826         --                                               -- 
                                     ------------  ---------  -----------------  ---------------  -----------
 Balance March 31, 1998                4,999,983     30,000                  0          (30,000)           0 
                                     ------------  ---------  -----------------  ---------------  -----------
<FN>

                  The Accompanying Notes are an integral part of these Financial Statements.
</TABLE>

                                      F-4
<PAGE>
                              DENTMART GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                             STATEMENTS OF CASH FLOW

<TABLE>
<CAPTION>

                                          YEARS ENDED MARCH 31
                                 --------------------------------------
                                                    PERIOD FROM APRIL
                                                   5, 1989 (INCEPTION)
                                                      THROUGH MARCH
                                 1998  1997  1996        31, 1998
                                 ----  ----  ----  --------------------
<S>                              <C>   <C>   <C>   <C>
Cash Flows from Operations:
 Net loss                        None  None  None  $            30,000 
                                 ----  ----  ----  --------------------
 Net cash uses by operations     None  None  None              (30,000)

Cash Flows from Investment
  Activities                     None  None  None         None

Cash Flows from Financing
  Activities                     None  None  None               30,000 
                                 ----  ----  ----  --------------------

Net Increase (Decrease) in Cash  None  None  None                    0 

Cash Balance, Ending             NONE  NONE  NONE                    0 
                                 ----  ----  ----  --------------------
<FN>

   The Accompanying Notes are an integral part of these Financial Statements.
</TABLE>

                                      F-5
<PAGE>
                              DENTMART GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                          MARCH 31, 1998, 1997 AND 1996


1.   ORGANIZATION AND BUSINESS: 
     ---------------------------

     Dentmart Group, Inc. (the "Company") is the successor to Elgin Corporation.
     Elgin Corporation was incorporated  under the laws of the State of Delaware
     on April 5, 1989. On February 6, 1991, Elgin  Corporation  merged with Home
     Indemnity,   Incorporated,  a  Nevada  corporation,  the  assets  of  which
     consisted  of a portfolio  of  securities  and a  wholly-owned  subsidiary,
     Dentmart  Incorporated.  On February 8, 1991, Elgin Corporation amended its
     Articles of Incorporation to change its name to Dentmart Group, Inc.

     On  February  15,  1991,  Dentmart  Group,  Inc.  (the  successor  Delaware
     corporation  to Elgin  Corporation)  merged with  Dentmart  Group,  Inc. (a
     Colorado corporation). The Colorado corporation is the successor entity.

     Presently,  the Company is not engaged in any  business  activity,  and has
     been dormant since 1992.

     Effective  March  31,  1998,  the  Company  changed  its  year end for both
     accounting and tax purposes from a calendar year ending  December 31st to a
     fiscal year ending March 31st.

     The statements herein are presented to retroactively  reflect the change in
     year end.


2.   COMMITMENTS AND CONTINGENCIES:

     -------------------------------

     The Company has no  outstanding  commitments  or  obligations,  nor is it a
     party to any litigation.  The Company  presently shares office space with a
     shareholder for which it pays no rent.


3.   INCOME TAXES:
 
     -------------

     The Company owes no federal  income taxes.  Operating  loss  carry-forwards
     have been disallowed due to the change in majority ownership of the Company
     during 1994 and 1995.


4.   SHAREHOLDERS' EQUITY:

     ---------------------

     On April 7, 1989, Elgin Corporation issued 3,500,000 shares of common stock
     to its officers and directors for a  consideration  of $3,500.  On June 21,
     1989,  1,500,000  shares of common stock were issued for a consideration of
     $1,500.

                                      F-6
<PAGE>

                              DENTMART GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                          MARCH 31, 1998, 1997 AND 1996

On December 8, 1990, 250,000 shares were issued pursuant to a Public Offering at
a  purchase  price  of  $.10  per  share  for  a  total  amount  of  $25,000.

On February 6, 1991, Elgin corporation  amended its Articles of Incorporation to
authorize a stock split of five shares for one of Common Stock.  This  increased
the number of issued and outstanding shares of common stock in Elgin Corporation
to 26,250,000.

On  February  6,  1991,  Elgin  Corporation entered into a merger agreement with
Home Indemnity, Incorporated (a Nevada corporation).  The agreement provided for
the  conversion  of  one  share  of Home Indemnity, Incorporated stock into four
shares  of  Elgin  Corporation.  A total of 20,000,000 shares were issued due to
the  merger.

On  February  7,  1991,  the  then  two  majority  shareholders each surrendered
625,000  shares  of  common  stock.

On  February  8,  1991,  Elgin  Corporation  changed its name to Dentmart Group,
Inc.    On  February  15,  1991 a merger took place between Dentmart Group, Inc.
(Delaware) and Dentmart Group, Inc. (Colorado).  The shareholders were given one
share of Dentmart Group, Inc. (Colorado) for every ten shares of Dentmart Group,
Inc.  (Delaware), resulting in the net issued and outstanding shares of Dentmart
Group,  Inc.  (Colorado)  amounting  to  4,500,000.

On  April  2,  1991,  the  Company issued  new common stock to reflect a reverse
stock  split  of  1  for  5  shares  resulting  in a total of 900,000 issued and
outstanding  shares.

In  September  1991,  the  Company  traded its marketable securities obtained in
the  Home Indemnity, Incorporated merger in exchange for the purchase of 300,000
shares  of  the  Company's own common stock which were subsequently cancelled by
the  Company.    To  complete  this transaction an additional 21,360 shares were
cancelled  during  March  1997.

During the period February 14, 1994 to February 25, 1995, the shares  previously
owed by the majority shareholders,  and therefore,  control of the Company, were
acquired by a new group of investors.

Effective  November  19,  1997,  the  current  majority  shareholder reduced his
holdings  in  the company by surrendering 315,483 shares of the Company's common
stock.

Effective  November  26,  1997,  there  was  a  forward  stock split of 19 for 1
common  shares,  resulting  in  a  total  of  4,999,983  shares being issued and
outstanding.

                                      F-7
<PAGE>