FORM 10-K
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
For the fiscal years ended April 30, 1996 and April 30, 1995

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
For the transition period from                  to                 .
     `                         ----------------    ----------------
Commission file Number: 33-30367-D


                       COMMERCIAL ACQUISITIONS CORPORATION
              -----------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

          Colorado                                         84-1099421
 ------------------------------                  ------------------------------
(State or other jurisdiction of                 (I.R.S. Employer Identification
 incorporation or organization)                           Number)

                         1614 15th Street, Second Floor
                           Denver, Colorado 80202-1304
                     --------------------------------------
                    (Address of Principal Executive Offices)

Registrant's telephone number, including area code: (303) 629-8777

Securities registered pursuant to Section 12(b) or Section 12(g) of the Act:

                                      None
                                 --------------
                                (Title of Class)

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 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.
         [X]

     As of January 31, 1997,  the  aggregate  market  value of the  Registrant's
voting stock held by  nonaffiliates  was zero because  there was no reported bid
price of the common stock on such date.

     As of January 31, 1997,  Registrant had 58,501,000 shares of its $.0001 par
value common stock issued and outstanding.


<PAGE>


                                     PART I

ITEM 1.           BUSINESS

     (a) General Development of Business.  The Company was formed under the laws
of the state of Colorado on July 29, 1988.  On October 26, 1989,  the  Company's
Registration  Statement on Form S-18 was declared effective by the United States
Securities  and Exchange  Commission  ("SEC").  The Company  offered  60,000,000
Units,  each  consisting of one share of no par value Common Stock,  one Class A
Warrant,  one Class B Warrant and Class C Warrant.  On February  16,  1990,  the
Company closed the public offering described in the aforementioned  registration
statement  and received  gross  proceeds of $300,010 from the sale of 30,001,000
Units. Net proceeds after deducting the costs of the offering were approximately
$245,000.

     From  inception  through July,  1991,  the  Company's  primary focus was to
attempt to acquire  one or more  business  opportunities.  During that period of
time, management of the Company evaluated a number of business opportunities and
conducted varying degrees of investigation into several business  opportunities.
While the Company continues to evaluate  business  opportunities as they present
themselves,  at this time the  Company has not  consummated  an  acquisition  or
entered into any agreement to do so with any business opportunity.

     After  considerable  research,  management of the Company  elected to enter
into the business of  commercial  accounts  receivable  financing as a "factor."
This business is the purchase of commercial accounts receivable falling into the
three categories of short term obligations rated as commercial  accounts,  i.e.,
those  companies  with Dun & Bradstreet  credit  ratings  commensurate  with the
credit the Company  proposed to extend;  oil and gas receivables  from similarly
rated  companies;  and  government  invoices,  i.e.,  the "net 30"  invoices due
business from federal,  state and local  government  agencies.  The use of funds
from the  Company's  offering to enable the Company to enter into the  factoring
business was approved by the Company's shareholders in July, 1991. In September,
1991, the Company began its factoring business.

     The Company is still in the  development  stage.  Through  April 1996,  the
Company  purchased  approximately  $80,000 in accounts  receivable  in a limited
number of  transactions  with a few  customers.  In doing so,  the  Company  had
limited success in these  transactions and volume was insufficient to enable the
Company  to reach  profitability.  Therefore,  management  elected  to no longer
pursue the business of commercial accounts  receivable  financing and elected to
enter into the business of buying,  selling and managing commercial real estate.
Through  February  4, 1997,  the  Company  has  neither  purchased  nor sold any
commercial real estate, but the Chairman of the Board of the Company has entered
into a contract to purchase a medical office  building on behalf of the Company.
There can be no assurance  that the  transaction  to purchase the medical office
building  will  close or that the  Company  will be  active  in the  investment,
purchase and management of commercial real estate.  Other business  acquisitions
or opportunities for the Company continue to be pursued by the management of the
Company. 

                                       2
<PAGE>


     (b) Financial Information About Industry Segments. Not applicable.

     (c) Narrative Description of Business.

     (i) Products and Services.  Until 1997,  the Company was in the business of
purchasing  commercial  accounts  receivable at a discount from their face value
and  collecting a fee or  "factoring  charge"  based upon the amount of time any
single  receivable  remained  unpaid.  The primary  marketing  of the  Company's
factoring business was aimed directly at the business community via the existing
business  contacts of the Company's  management  and such  referrals as are made
available to the  Company.  These  included the referral of business  from other
companies active in factoring and marketing presentations made to businesses and
associations.  The  Company's  factoring  efforts were  confined to the state of
Colorado. The Company has elected to no longer pursue the factoring business but
has elected to enter the commercial real estate market.

     (ii) Status of Product. Not applicable.

     (iii) Raw Materials. Not applicable.

     (iv) Patents, Trademarks and Licenses. Not applicable.

     (v)  Seasonality.  The  management of the Company does not believe that the
Company's business is seasonal.

     (vi) Working Capital Items. Not applicable.

     (vii)  Customer  Dependence.  For the fiscal years ended April 30, 1996 and
April 30, 1995, the Company received 69% and 30%,  respectively,  of its revenue
from Zitzner Construction,  Inc. and 31% and 35%, respectively,  from Richard T.
Wehrle,  Esq. For the fiscal year ended April 30, 1995, the Company received 35%
of its revenue from  Reginald H.  Martin,  CPA. See Note 7 to Notes to Financial
Statements.

     (viii) Backlog of Orders. Not applicable.

     (ix) Government Contracts. Not applicable.

     (x)  Competition.  There  is  substantial  competition  in the  investment,
purchase and  management  of commercial  real estate.  The Company is relatively
small with  respect to other  companies  active in the  commercial  real  estate
market.  Many of these competitors have been in business longer than the Company
and have materially greater financial and personnel  resources available to them
than the Company. The Company is, therefore, at a competitive  disadvantage when


                                        3

<PAGE>


compared  directly to other  larger  businesses  investing  in,  purchasing  and
managing commercial real estate.  However, the existing business contacts of the
Company's  management  have  enhanced  the  initial  efforts  of the  Company in
entering into the commercial real estate market.

     In the business of seeking business  combinations,  the Company is and will
continue to be an insignificant participant in this industry for the foreseeable
future.  There are a large  number of  established  and well  financed  entities
active in business  combinations and many are substantially larger and have more
resources and many other factors that place them in a better position to finance
the efforts required to locate, evaluate and consummate a business combination.

     (xi) Research and Development. Not applicable.

     (xii) Environmental Regulation. Not applicable.

     (xiii) Employees. The Company currently has no employees.

     (d) Financial  Information About Foreign and Domestic Operations and Export
Sales. Not applicable.

ITEM 2.   PROPERTIES

     The  Company  currently  maintains  its  office  in  space  subleased  on a
month-to-month  basis from David J.  Clamage,  the  Chairman of the Board of the
Company, pursuant to terms requiring a monthly rental of approximately $571 plus
the  payment of direct  expenses  such as postage  and long  distance  telephone
charges.

ITEM 3.   LEGAL PROCEEDINGS

     The Company is not involved in any material pending legal proceedings.

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

     No matter was submitted to a vote of the Company's  security holders during
the  Company's   fiscal  quarters  ended  June  30,  1996  and  June  30,  1995,
respectively.

                                     PART II

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


     (a) Market Information. The Company's Common Stock has been publicly traded
since February,  1990. There currently is no active trading market in the Common
Stock.


                                        4

<PAGE>


     (b) Holders.  The number of  shareholders  of record of Common Stock of the
Company as of January 31, 1997 was 96.

     (c)  Dividends.  The  Company has never paid a cash  dividend  and does not
anticipate  paying  dividends in the  foreseeable  future.  There are no current
restrictions on the payment of dividends.

ITEM 6.   SELECTED FINANCIAL DATA

     The following table  summarizes  certain  selected  financial data which is
qualified in its entirety by the more detailed  financial  information and notes
thereto appearing elsewhere in this Annual Report.

<TABLE>
<CAPTION>
                                                                   Year Ended April 30,
                        ----------------------------------------------------------------------------------------------
                               1996            1995            1994            1993            1992            1991
                              ------          ------          ------          ------          ------          ------
<S>                     <C>             <C>             <C>             <C>             <C>             <C>          
Net Income (Loss) ...   $    (11,665)   $    (23,877)   $    (51,770)   $    (32,533)   $    (72,480)   $    (94,650)
Net Income (Loss) per
Share of Common Stock   $      (.001)   $      (.001)   $      (.001)   $      (.001)   $      (.001)   $      (.002)
Weighted Average
Number of Shares
Outstanding .........     58,501,000      58,501,000      58,501,000      58,501,000      58,501,000      58,501,000

<CAPTION>
                                                                     April 30,
                        ----------------------------------------------------------------------------------------------
                               1996            1995            1994            1993            1992            1991
                              ------          ------          ------          ------          ------          ------
<S>                     <C>             <C>             <C>             <C>             <C>             <C>          

Working Capital .....   $     15,035    $     26,497    $     44,352    $     62,787    $     96,095    $    135,519
Total Assets ........   $     15,035    $     28,935    $     51,610    $     83,947    $    100,125    $    146,773
Total Liabilities ...          - 0 -    $      2,235    $      1,033           - 0 -           1,600    $      8,688
Total Long-Term
Liabilities .........          - 0 -           - 0 -           - 0 -           - 0 -           - 0 -           - 0 -
Total Stockholders'
Equity ..............   $     15,035    $     26,700    $     50,577    $     83,947    $     98,525    $    138,085
</TABLE>

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

Liquidity and Capital Resources

     As of April 30,  1996,  the  Company had  approximately  $5,534 in cash and
$9,501 in notes and other receivables,  and had no long term notes receivable or
liabilities.  This represents a static  portfolio of factoring  activity and the
conversion of several factored receivables to term notes.

     The Company will seek to maintain the integrity of these assets to preserve
its value as a business  engaged in the  investment,  purchase and management of
commercial real estate and seeking other business opportunities. The Company may
incur  significant  capital  expenditures  in the  purchase of  commercial  real
estate.  The Chairman of the Board of the Company has entered into a contract to

                                        5

<PAGE>


purchase a medical  office  building on behalf of the  Company.  There can be no
assurance  that the  transaction  to purchase the medical  office  building will
close.  The Company has no other material  commitments for capital  expenditures
nor is it  obligated  to provide  funds to any  factoring  relationship.  As the
growth of the  Company's  commercial  real estate  business  continues  and/or a
business  combination  takes place, the Company's  liquidity and commitments for
capital expenditures could change materially.

Results of Operations

     During the year ended April 30, 1996, the Company lost $11,665 on operating
revenue of $2,882 and $1,338 in interest  income  derived from the conversion of
several factored accounts receivable to term notes. During the years ended April
30,  1995 and 1994,  the  Company  lost  $23,877 and  $51,770,  respectively  on
operating  revenues  of $1,629 and $5,882 for the  respective  years then ended.
Interest  revenue  for the years  ended  April 30,  1995 and 1994 was $7,879 and
$9,779,  respectively.  The overall decrease in revenue and expense for the year
ended April 30,  1996,  as compared to the year ended April 30,  1995,  resulted
from a decrease in  factoring  activity  and decline in expenses  due to limited
activity of the Company.  The Company has limited  working capital to enter into
factoring  arrangements.  The same is applicable when comparing the fiscal years
ended  April 30,  1995 to April 30,  1994,  generally  recognizing  the  overall
decrease in activities of the Company.

     Net cash used in  operations  of $5,497 and  $15,096  for the fiscal  years
ended  April 30,  1996 and April 30, 1995 were the result of the net loss offset
by advances  effectively  repaid by the  affiliated  entity,  generally  through
application of rent payments to offset the advance.  Net cash used in operations
of  $23,578  for the year ended  April 30,  1994 was the result of a net loss of
$51,770 plus  non-cash net expense of $38,532  (comprised  of  amortization  and
depreciation,  contribution  of consulting  services,  and bad debt expense) and
increases in operating  assets and liabilities  totaling  $12,406  (primarily an
increase in other receivable).

     Net cash  provided  by (used in)  investing  activities  by the Company was
$9,796, $11,052 and $22,523 in fiscal years ended April 30, 1996, 1995 and 1994,
respectively.  The  Company  used  cash  in  investing  activities  for  capital
expenditures  of $913  in  fiscal  1994,  but  did  not  use  cash in  investing
activities  for capital  expenditures  during fiscal 1996 and 1995.  The Company
used $5,450,  $24,121 and $17,935 to purchase factored  receivables and received
$15,246,  $35,173 and $41,371 from maturing factored receivables in fiscal years
ended April 30, 1996, 1995 and 1994, respectively.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     All financial  statements  required to be filed  hereunder are listed under
Item 14 and are attached hereto following the signature page.

                                        6

<PAGE>


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

     Not applicable.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     (a),(b) and (e)  Identification  and Business  Experience  of Directors and
Executive Officers.

     The following  table sets forth the name,  age and position of each officer
and director of the Company:

<TABLE>
<CAPTION>
Name and Address              Age       Position                                Period
----------------              ---       --------                                ------
<S>                            <C>      <C>                                     <C>

David J. Clamage               42       Chief Executive Officer and             Since Inception
1614 15th Street, 2nd Floor             Chairman of the Board of Directors
Denver, CO 80202

John Hawley Atkinson, Jr.      48       President, Treasurer and Director       Since Inception
16002 South 13th Place
Phoenix, AZ 85048

Dennis C. Haynes               54       Director                                Since Inception
3064 E. Stella Lane
Phoenix, AZ 85016

Kenneth R. Shwayder            56       Director and Secretary                  Since
7454 East Jefferson Drive                                                       November, 1988
Denver, CO 80237
</TABLE>

     All directors of the Company will hold office until the next annual meeting
of  shareholders  and until their  successors have been elected and qualified or
until their death,  resignation  or removal.  The bylaws of the Company  provide
that the number on the Board of Directors  shall be  determined by resolution of
the  Board of  Directors  which  currently  provides  that  there  shall be five
directors.

     The officers of the Company are elected at the annual  meeting of the Board
of Directors and hold office until their  successors are chosen and qualified or
until their death, resignation or removal.

     The following tabulates  information regarding the principal occupations of
the directors and executive  officers of the Company for at least the last seven
years.

                                        7

<PAGE>


     David J.  Clamage.  Mr.  Clamage has been the  President of Saulsbury  Hill
Financial, a commercial and government finance sole proprietorship,  since 1976.
Mr.  Clamage  has  also  been a  partner  in The  Advisory  Group,  a  financial
consulting practice for businesses and institutional  lenders, since April 1988,
and the  President of TBC  Aviation/Logistic  Services,  a company that provides
acquisition  and  lease/finance  services for corporate  and transport  category
aircraft and provides computer software  services,  since 1976. Mr. Clamage is a
member  of the  Western  Association  of  Equipment  Lessors  and  served as the
Regional Chairman for Colorado in 1986, 1987 and 1988.

     John Hawley  Atkinson,  Jr. Mr.  Atkinson  was the  President of Atkinson &
Associates,  Inc., a business  consulting firm, from June 1985 to February 1989,
and has been the  President  of  Atkinson  &  Associates  since May  1992.  From
February  1989 to May 1992,  Mr.  Atkinson was a Senior  Manager or Manager with
KPMG Peat Marwick,  an accounting  firm. Mr. Atkinson has also been a partner of
The Advisory Group, a financial  consulting practice for businesses and national
lenders,  since April 1988.  From 1982 to 1985, Mr.  Atkinson was Executive Vice
President  and Chief  Financial  Officer of  Velocity  Software  Corporation,  a
software  development  and  computer  retailing  firm.  From  1978 to 1982,  Mr.
Atkinson was a consultant or senior  consultant  with Peat,  Marwick  Mitchell &
Co., an accounting  firm. Mr. Atkinson  received a Bachelor of Science degree in
General  Business  from  Arizona  State  University  and a  Master  of  Business
Administration  degree  from  the  University  of  Chicago.  Mr.  Atkinson  is a
Certified Management Accountant.

     Dennis C. Haynes. Mr. Haynes is currently an independent  consultant in the
business  of lease  financing  and has  served as a partner  in  Saulsbury  Hill
Financial  since 1993. Mr. Haynes was Regional  Manager for Northern  California
with Bell Atlantic  Tricon,  an equipment  leasing firm, from 1987 through 1993.
From 1982 to 1987,  Mr.  Haynes was the president of ELF  Enterprises,  Inc., an
equipment  leasing firm. From 1979 to 1982, Mr. Haynes was Regional  Manager for
the equipment  leasing division of United California Banks  (subsequently  First
Interstate  Banks).  Mr. Haynes has also been a partner in The Advisory Group, a
financial  consulting practice for businesses and institutional  lenders,  since
1984. Mr. Haynes received a Bachelors degree in business administration from the
University of Colorado.

     Kenneth R. Shwayder. Mr. Shwayder has been a real estate broker with Keller
Williams Realty of Denver since 1994. From 1990 to 1994, Mr. Shwayder was a real
estate broker with Re/Max Southeast.  From 1987 to 1989, Mr. Shwayder was on the
faculty  of The Center for  Management  and  Development  of the  University  of
Denver. In January 1987, Mr. Shwayder revised the course materials and relocated
a program with Denver  Public  Schools  through the Emily  Griffith  Opportunity
School.  Mr.  Shwayder  currently  functions as a director and a teacher of that
program.  From 1980 through 1987,  Mr.  Shwayder owned and operated the Shwayder
Real Estate  Academy  which trained  persons to become real estate  salesmen and
brokers.  Prior thereto, Mr. Shwayder had various real estate teaching and sales
positions.  Mr.  Shwayder is a Colorado  licensed real estate broker and has had
many positions with various real estate organizations,  including memberships in
the National  Association of Realtors,  the Colorado Association of Realtors and
the Denver  Board of  Realtors.  Mr.  Shwayder  is a past  President  and a past
director of the Colorado  Real Estate  Educators  Advisory  Committee and a past
member of the University of Denver Real Estate Construction  Management Advisory
Board.

                                        8

<PAGE>


     (c) Identification of Certain Significant Employees.

     Not applicable.

     (d) Family Relationships.

     No family  relationships  exist between any directors or executive officers
of the Company that are not more remote than first cousins.

     (f) Involvement in Certain Legal Proceedings.

     Kenneth Shwayder filed personal bankruptcy in October, 1991. The filing has
had and will have no impact whatsoever on the Company. Mr. Shwayder's bankruptcy
was  necessitated by losses incurred as a result of investing most of his liquid
assets in what he believes was a fraudulent "hedge fund."

     (g) Promoters and Control Persons.

     Not applicable.

     (h) Compliance With Section 16(a) of the Securities Exchange Act of 1934.

     Not applicable.

ITEM 11.  EXECUTIVE COMPENSATION

     (a)(1) and (2) Cash Compensation and Bonuses and Deferred Compensation.

     Since  September,  1991,  the  officers  and  directors of the Company have
foregone any  compensation.  Consulting  fees may be reinstated and salaries may
commence in the future.  All officers and directors  are  reimbursed at cost for
any accountable expenses incurred on behalf of the Company. During the Company's
fiscal  years  ended  April 30,  1996 and  April  30,  1995,  no  services  were
contributed by members of management.

     (b) Summary Compensation Table.

     No  compensation  was paid to officers  during the  Company's  fiscal years
ended April 30, 1996 and April 30, 1995.


                                        9

<PAGE>


     (c) Option/SAR Grants Table.

     Not applicable.

     (d) Aggregated  Option/SAR  Exercises and Fiscal Year-End  Option/SAR Value
Table.

     Not applicable.

     (e) Long-Term Incentive Plan ("LTIP") Awards Table.

     Not applicable.

     (f) Defined Benefit or Actuarial Plan Disclosure.

     Not applicable.

     (g) Compensation of Directors.

     No compensation  was paid to directors  during the fiscal years ended April
30, 1996 and April 30, 1995.

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

     Not applicable.

     (i) Report on Repricing of Options/SARs.

     Not applicable.

     (j)  Additional   Information   with  Respect  to  Compensation   Committee
Interlocks and Insider Participating in Compensation Decisions.

     Not applicable.

     (k) Board Compensation Committee Report on Executive Compensation.

     Not applicable.

     (l) Performance Graph.

     Not applicable.


                                       10

<PAGE>


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

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

     The following table sets forth as of January 31, 1997, the number of shares
of the Company's  Common Stock and percentage of the  outstanding  shares of the
Company's  Common Stock owned  beneficially  (1) by each  executive  officer and
director of the Company;  (2) by all  executive  officers  and  directors of the
Company as a group;  and (3) by all  persons who are known to the Company to own
5% or more of the Company's outstanding Common Stock.

Name and Address of              Number of Shares         Percentage
Beneficial Owner                 Beneficially Owned       of Class
-------------------              ------------------       ----------

David J. Clamage                     6,650,000               11.4%
1614 15th Street, 2nd Floor
Denver, Colorado 80202

John Hawley Atkinson, Jr.            1,075,000                1.8%
16002 South 13th Place
Phoenix, Arizona 85048

Dennis C. Haynes                     2,000,000                3.4%
3064 E. Stella Lane
Phoenix, Arizona 85016

Kenneth R. Shwayder                  2,500,000                4.3%
7454 East Jefferson Drive
Denver, Colorado 80237

All officers and directors          13,150,000               22.5%
as a group (4 persons)

Elwood B. Bredell, Jr.               5,000,000                8.5%
1756 Martingale Avenue
Las Osos, California 93402

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

     (c) Changes in Control.

     There are presently no  arrangements  of any kind which may at a subsequent
date result in a change in control of the Company.

                                       11

<PAGE>


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     (a) and (b)  Transactions  With Management and Others and Certain  Business
Relationships.

     The Company has entered into an oral  agreement  with David J. Clamage,  an
officer and  director of the  Company,  pursuant to which the Company  subleases
office space from Mr. Clamage for $571 per month on a  month-to-month  basis and
reimburses  Mr.  Clamage for expenses  incurred by Mr.  Clamage on behalf of the
Company.  The Board of Directors of the Company  believes that the terms of this
rental  arrangement with David J. Clamage are fair and reasonable to the Company
and are at least as favorable as those which could have been  negotiated with an
unaffiliated party.

     For the fiscal  years  ended  April 30,  1996 and 1995,  the  Company has a
receivable  with a related entity owned by David J. Clamage for payments made on
behalf of the  related  entity  for  rental and  expense  obligations  incurred.
Repayment will be an offset against  future rental and  administrative  expenses
which the related entity will pay on the Company's  behalf.  The amounts owed by
that related entity total $5,869 as of April 30, 1996.

     (c) Indebtedness of Management.

     Not applicable.

                                     PART IV

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

     (a)(1) List of Financial Statements:

     The  following  is a list of  financial  statements  which,  along with the
Independent Auditor's Report, accompany this Form 10-K.

     Balance Sheets as of April 30, 1996 and 1995.
     Statements of Operations for the years ended April 30, 1996, 1995 and 1994.
     Statements of Cash Flows for the years ended April 30, 1996, 1995 and 1994.
     Notes to Financial Statements.

     (a)(2) Financial Statement Schedules.

     None.


                                       12

<PAGE>


     (a)(3) List of Exhibits Required by Item 601 of Regulation S-K.

          (3.1) Articles of Incorporation.*

          (3.2)  Bylaws.*

* These exhibits are incorporated by reference to exhibits filed with the annual
report on Form 10-K for the fiscal year ended April 30, 1994.

     (b) 8-K Reports:

     None.







                                       13

<PAGE>

                                   SIGNATURES

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

     Dated: February 24, 1997


                                    COMMERCIAL ACQUISITIONS CORPORATION



                                    By /s/ David J. Clamage
                                       -----------------------------------------
                                       David J. Clamage, Chief Executive Officer

     Pursuant to the  requirements  of the Securities  Exchange Act f 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                Name and Title                  Signature
----                --------------                  ---------

February 24, 1997   Chief Executive Officer,
                    Principal Executive Officer,    /s/ David J. Clamage
                    Chairman of the Board and       ----------------------------
                    Director                        David J. Clamage

February 24, 1997   President, Treasurer, Principal
                    Financial Officer, Principal   /s/ John Hawley Atkinson, Jr.
                    Accounting Officer and         -----------------------------
                    Director                       John Hawley Atkinson, Jr.

February 24, 1997
                                                   /s/ Dennis C. Haynes
                    Director                       -----------------------------
                                                   Dennis C. Haynes

February 24, 1997
                                                   /s/ Kenneth R. Shwayder
                    Director and Secretary         -----------------------------
                                                   Kenneth R. Shwayder



                                       14
<PAGE>
                          INDEX TO FINANCIAL STATEMENTS






                                                                            PAGE
                                                                            ----
Independent Auditor's Report...................................................2

Balance Sheets - April 30, 1996 and 1995.......................................3

Statements of Operations- For the Years Ended April 30, 1996, 1995, and 1994
     and from July 29, 1988 (Inception) Through April 30, 1996.................4

Statement of Stockholders' Equity - From July 29, 1988 (Inception) Through 
     April 30, 1996............................................................5

Statements  of Cash Flows - For the Years Ended April 30, 1996,  1995,
     and 1994 and from July 29, 1988 (Inception) Through April 30, 1996........6

Notes to Financial Statements..................................................7




                                       F-1

<PAGE>



                          INDEPENDENT AUDITOR'S REPORT




The Stockholders and Directors
Commercial Acquisitions Corporation
Denver, Colorado



We have  audited the  accompanying  balance  sheets of  Commercial  Acquisitions
Corporation (a development stage company) as of April 30, 1996 and 1995, and the
related statements of operations,  stockholders'  equity and cash flows for each
of the three  years in the period  ended  April 30, 1996 and for the period from
July 29, 1988 (inception) to April 30, 1996. These financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of  Commercial  Acquisitions
Corporation  as of April 30,  1996 and 1995,  and the results of its opera tions
and its cash  flows for each of the three  years in the period  ended  April 30,
1996 and for the period from July 29, 1988  (inception)  to April 30,  1996,  in
conformity with generally accepted accounting principles.


/s/ HEIN + ASSOCIATES LLP
HEIN + ASSOCIATES LLP


Denver, Colorado
September 9, 1996



                                       F-2

<PAGE>
<TABLE>
<CAPTION>

                       COMMERCIAL ACQUISITIONS CORPORATION
                          (A Development Stage Company)

                                 BALANCE SHEETS

                                                                                            APRIL 30,
                                                                                     ---------------------
                                                                                      1996           1995
                                                                                      ----           ----
                                     ASSETS

<S>                                                                                <C>          <C>      
CURRENT ASSETS:
    Cash .......................................................................   $   5,534    $   1,235
    Factored receivables .......................................................        --          6,827
    Notes receivables ..........................................................       3,632        6,601
    Advances, related party ....................................................       5,869       14,069
                                                                                   ---------    ---------
             Total current assets ..............................................      15,035       28,732

EQUIPMENT AND FURNITURE, at cost, less accumulated
    depreciation of $5,434 and $5,637, respectively ............................        --            203
                                                                                   ---------    ---------

TOTAL ASSETS ...................................................................   $  15,035    $  28,935
                                                                                   =========    =========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES -
    Accounts payable ...........................................................   $    --      $   2,235

STOCKHOLDERS' EQUITY:
    Common stock, voting $.0001 par value; 635,000,000 shares 
         authorized; 58,501,000 shares issued and outstanding ..................       5,850        5,850
    Additional paid-in capital .................................................     331,596      331,596
    Deficit accumulated during the development stage ...........................    (322,411)    (310,746)
                                                                                   ---------    ---------
             Total stockholders' equity ........................................      15,035       26,700
                                                                                   ---------    ---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .....................................   $  15,035    $  28,935
                                                                                   =========    =========

</TABLE>





              See accompanying notes to these financial statements.

                                       F-3

<PAGE>

<TABLE>
<CAPTION>
                                                 COMMERCIAL ACQUISITIONS CORPORATION
                                                    (A Development Stage Company)

                                                      STATEMENTS OF OPERATIONS

                                                                                                           
                                                                                         FOR THE
                                                                                       PERIOD FROM
                                                FOR THE YEARS ENDED                   JULY 29, 1988
                                                       APRIL 30,                     (INCEPTION) TO
                                     --------------------------------------------        APRIL 30,
                                           1996            1995            1994           1996
                                     ------------    ------------    ------------    ------------
<S>                                  <C>             <C>             <C>             <C>         
NET REVENUES:
    Factoring fees ...............   $      2,882    $      1,629    $      5,882    $     39,152
    Interest and other income ....          1,338           7,879           9,779          41,480
                                     ------------    ------------    ------------    ------------
             Total revenues ......          4,220           9,508          15,661          80,632

GENERAL AND ADMINISTRATIVE
    EXPENSES ......................       (15,885)        (33,385)        (67,431)       (403,043)
                                     ------------    ------------    ------------    ------------

NET LOSS .........................   $    (11,665)   $    (23,877)   $    (51,770)   $   (322,411)
                                     ============    ============    ============    ============

NET LOSS PER COMMON SHARE ........   $      (.001)   $      (.001)   $      (.001)
                                     ============    ============    ============

WEIGHTED AVERAGE NUMBER OF
        SHARES OUTSTANDING .......     58,501,000      58,501,000      58,501,000
                                     ============    ============    ============

</TABLE>












              See accompanying notes to these financial statements.

                                       F-4

<PAGE>

<TABLE>
<CAPTION>

                                                 COMMERCIAL ACQUISITIONS CORPORATION
                                                    (A Development Stage Company)

                                                  STATEMENT OF STOCKHOLDERS' EQUITY
                                        FROM JULY 29, 1988 (INCEPTION) THROUGH APRIL 30, 1996

                                                                                                           Deficit
                                                                                                          Accumulated
                                                                  COMMON STOCK              Additional     During the     Total
                                                             -----------------------         Paid-in      Development  Stockholders'
                                                             Shares           Amount         Capital         Stage        Equity
                                                             ------           ------        ----------    -----------  -------------
<S>                                                        <C>             <C>            <C>            <C>            <C>     

BALANCES, July 29, 1988 (Inception) ...................         --         $     --       $    --        $     --        $     --

    Sales of common stock for cash to officers
        and/or directors at $.0005 per share in
        September 1988 ................................     11,000,000          1,100          4,400           --             5,500
    Sale of common stock for cash at $.001
        per share in October through December
        1988 ..........................................     17,500,000          1,750         15,750           --            17,500
    Net loss ..........................................           --             --             --           (7,429)         (7,429)
                                                            ----------     ----------     ----------     ----------      ----------
BALANCES, April 30, 1989 ..............................     28,500,000          2,850         20,150         (7,429)         15,571

    Sale of common stock through initial public
        offering, net of costs ........................     30,001,000          3,000        242,151           --           245,151
    Net loss ..........................................           --             --             --          (27,987)        (27,987)
                                                            ----------     ----------     ----------     ----------      ----------
BALANCES, April 30, 1990 ..............................     58,501,000          5,850        262,301        (35,416)        232,735

    Net loss ..........................................           --             --             --          (94,650)        (94,650)
                                                            ----------     ----------     ----------     ----------      ----------
BALANCES, April 30, 1991 ..............................     58,501,000          5,850        262,301       (130,066)        138,085

    Contribution of consulting services ...............           --             --           32,920           --            32,920
    Net loss ..........................................           --             --             --          (72,480)        (72,480)
                                                            ----------     ----------     ----------     ----------      ----------
BALANCES, April 30, 1992 ..............................     58,501,000          5,850        295,221       (202,546)         98,525

    Contribution of consulting services ...............           --             --           17,975           --            17,975
    Net loss ..........................................           --             --             --          (32,553)        (32,553)
                                                            ----------     ----------     ----------     ----------      ----------
BALANCES, April 30, 1993 ..............................     58,501,000          5,850        313,196       (235,099)         83,947

    Contribution of consulting services ...............           --             --           18,400           --            18,400
    Net loss ..........................................           --             --             --          (51,770)        (51,770)
                                                            ----------     ----------     ----------     ----------      ----------
BALANCES, April 30, 1994 ..............................     58,501,000          5,850        331,596       (286,869)         50,577

    Net loss ..........................................           --             --             --          (23,877)        (23,877)
                                                            ----------     ----------     ----------     ----------      ----------
BALANCES, April 30, 1995 ..............................     58,501,000          5,850        331,596       (310,746)         26,700

    Net loss ..........................................           --             --             --          (11,665)        (11,665)
                                                            ----------     ----------     ----------     ----------      ----------
BALANCES, April 30, 1996 ..............................     58,501,000     $    5,850     $  331,596     $ (322,411)     $   15,035
                                                            ==========     ==========     ==========     ==========      ==========
</TABLE>



              See accompanying notes to these financial statements.

                                      F-5
<PAGE>

<TABLE>
<CAPTION>
                                           COMMERCIAL ACQUISITIONS CORPORATION
                                              (A Development Stage Company)

                                                STATEMENTS OF CASH FLOWS
                                                                                                           
                                                                                      FOR THE
                                                                                    PERIOD FROM
                                                    FOR THE YEARS ENDED            JULY 29, 1988      
                                                          APRIL 30,               (INCEPTION) TO
                                            ------------------------------------     APRIL 30,
                                               1996         1995           1994        1996
                                               ----         ----           ----    -------------
<S>                                         <C>          <C>          <C>          <C>       
  CASH FLOWS FROM OPERATING
    ACTIVITIES:
     Net loss ...........................   $ (11,665)   $ (23,877)   $ (51,770)   $(322,411)
     Adjustments to reconcile net loss to
         net cash from operating
         activities:
             Depreciation ...............         203        1,318        1,318        5,637
             Contribution of consulting
               services .................        --           --         18,400       69,295
             Bad debt expense ...........        --           --         18,814       18,814
             Changes in operating assets
              and liabilities:
               Decrease (increase) in -
                  Advances ..............       8,200        6,261      (11,373)      (5,869)
              (Decrease) increase in -
                  Accounts payable ......      (2,235)       1,202        1,033         --
                                            ---------    ---------    ---------    ---------
     Net cash used in operating activities     (5,497)     (15,096)     (23,578)    (234,534)

 CASH FLOWS FROM INVESTING
   ACTIVITIES:
     Purchase of equipment and
        furniture .......................        --           --           (913)      (5,637)
     Purchase of factored receivables ...      (5,450)     (24,121)     (17,935)    (343,264)
     Maturities of factored and notes
        receivables .....................      15,246       35,173       41,371      320,818
                                            ---------    ---------    ---------    ---------
     Net cash provided by (used in)
        investing activities ............       9,796       11,052       22,523      (28,083)

 CASH FLOWS FROM FINANCING
   ACTIVITY -
     Proceeds from issuance of common
        stock, net ......................        --           --           --        268,151
                                            ---------    ---------    ---------    ---------

 NET (DECREASE) INCREASE IN CASH ........       4,299       (4,044)      (1,055)       5,534

 CASH, beginning of period ..............       1,235        5,279        6,334         --
                                            ---------    ---------    ---------    ---------
 CASH, end of period ....................   $   5,534    $   1,235    $   5,279    $   5,534
                                            =========    =========    =========    =========
</TABLE>
---------------------

Conversion  of  certain  factored  receivables  into  notes is described in Note
2.




              See accompanying notes to these financial statements.

                                       F-6

<PAGE>

                       COMMERCIAL ACQUISITIONS CORPORATION
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS


1.   OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

     Nature of Operations - Commercial  Acquisitions  Corporation  (the Company)
     was incorporated in Colorado in 1988, for the purpose of obtaining  capital
     to seek  potentially  profitable  business  opportun  ities.  In 1991,  the
     Company's  stockholders  authorized the Company to enter into the factoring
     business,  in which the  Company  purchases  accounts  receivable  with and
     without  recourse  at a discount,  and earns  income  based on  contractual
     percentages over the number of days the receivable is outstanding. Although
     these  operations  commenced  in  September  1991,  the  Company  is  still
     considered to be in the development stage, due to the concentration of fees
     with a relatively  few  customers and the  insignificant  amount of fees to
     date. Most of the Company's factored  receivables have been with persons in
     the legal and accounting profession.

     Property  and  Equipment  -  Property  and  equipment  are  stated at cost.
     Depreciation is computed by the straight-line  method over estimated useful
     lives ranging  generally from three to five years.  Maintenance and repairs
     are charged to expense when incurred. Property replacements and betterments
     which  extend  the  life  of  assets  are  capitalized   and   subsequently
     depreciated.

     Revenues - Factoring  revenue is recognized  when collection of such amount
     can be  reasonably  assured.  When  factored  receivables  are converted to
     notes,  the related  factoring income is recognized as interest income over
     the term of the note.

     Income Taxes - Income taxes are accounted  for under the liability  method,
     whereby  current and deferred  tax assets and  liabilities  are  determined
     based on tax rates and laws enacted as of the balance sheet date.  Deferred
     tax  expense  represents  the change in the  deferred  tax  asset/liability
     balance.

     Net Loss Per Common  Share - Net loss per common  share is  computed  based
     upon the  weighted  aver age  number  of  shares  outstanding.  Outstanding
     warrants were not included as their effect is anti- dilative.

     Concentration  of Credit Risks - Credit risk represents the accounting loss
     that would be  recognized at the reporting  date if  counterparties  failed
     completely to perform as contracted. Concentrations of credit risk (whether
     on or off balance  sheet) that arise from financial  instruments  exist for
     groups of  customers  or  counterparties  when they have  similar  economic
     characteristics   that  would  cause  their  ability  to  meet  contractual
     obligations  to be  similarly  effected  by  changes in  economic  or other
     conditions.  The Company has factored  receivables with a limited number of
     customers as identified in Note 7, who are in similar professions.

     Use of Estimates - The preparation of the Company's financial statements in
     conformity  with  generally  accepted  accounting  principles  requires the
     Company's  management  to make  estimates and  assumptions  that affect the
     amounts  reported in these  financial  statements and  accompanying  notes.
     Actual results could differ from those estimates.


                                       F-7

<PAGE>

                       COMMERCIAL ACQUISITIONS CORPORATION
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS


     Fair Value of Financial Instruments -The estimated fair value for financial
     instruments under SFAS No. 107,  "Disclosures About Fair Value of Financial
     Instruments,"  are determined at discrete  points in time based on relevant
     market  information.  These estimates  involve  uncertainties and cannot be
     determined with precision.  The estimated fair value of the Company's notes
     receivables  approximate  the  carrying  recorded  amount in the  financial
     statements.

     Impact  of  Recently  Issued  Accounting  Standards  - In March  1995,  the
     Financial   Accounting  Standards  Board  issued  a  new  statement  titled
     "Accounting  for  Impairment  of  Long-Lived  Assets." This new standard is
     effective for years  beginning after December 15, 1995 and would change the
     Company's method of determining  impairment of long-lived assets.  Although
     the Company has not performed a detailed analysis of the impact of this new
     standard  on the  Company's  financial  statements,  the  Company  does not
     believe that  adoption of the new standard  will have a material  effect on
     the financial statements.

     In October 1995,  the  Financial  Accounting  Standards  Board issued a new
     statement titled  "Accounting for Stock-Based  Compensation" (FAS 123). The
     new statement is effective for fiscal years  beginning  after  December 15,
     1995.  FAS 123  encourages,  but does not  require,  companies to recognize
     compensation  expense for grants of stock, stock options,  and other equity
     instruments to employees  based on fair value.  Companies that do not adopt
     the fair value  accounting  rules must  disclose the impact of adopting the
     new method in the notes to the financial statements. Transactions in equity
     instruments with  non-employees for goods or services must be accounted for
     on the fair value method.  The Company  currently  does not intend to adopt
     the fair value  accounting  prescribed by FAS 123, and will be subject only
     to the disclosure  requirements prescribed by FAS 123. However, the Company
     intends  to  continue  its  analysis  of FAS 123 and may elect to adopt its
     provisions in the future.


2.   LIQUIDITY AND CONTINUING OPERATIONS:

     As of April 30,  1996,  the  Company has  limited  working  capital and has
     incurred  losses  since its  inception.  The lack of working  capital  will
     inhibit future factoring  activities or other operations  unless additional
     capital is raised.  The Company has no significant  continuing  obligations
     and  is  pursuing  potential  merger  opportunities  with  other  entities,
     however,  no formal arrangements have been entered into. Unless the Company
     successfully  negotiates a merger or raises additional capital, its ability
     to continue operations will be impaired.


3.   NOTES AND OTHER RECEIVABLES:

     During 1994, two notes receivables  totaling  approximately  $18,800 with a
     major customer, who also provided contract services, became impaired due to
     a   disagreement.   In  fiscal  1995,   in  an  informal   agreement,   the
     chairman/director/major stockholder of the Company agreed to assume and pay
     to the Company the  outstanding  balances of these notes with  payments and
     interest  of 7.5%  beginning  July 1, 1995.  As the notes  were  considered
     impaired  at April  30,  1994,  they  have  been  fully  reserved,  and the
     resulting  bad debt  expense was  included  in general  and  administration
     expense in 1994 for financial statement presentation. No payments have been
     made on the impaired notes by the major stockholder.


                                       F-8

<PAGE>

                       COMMERCIAL ACQUISITIONS CORPORATION
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS



4.   STOCKHOLDERS' EQUITY:

     In 1990,  the Company  completed the sale of  30,001,000  units at $.01 per
     unit in its initial  public  offering.  Each unit  consists of one share of
     common  stock,  one Class A  Warrant,  one Class B Warrant  and one Class C
     Warrant.

     The Class A Warrants are exercisable by the holder to purchase one share of
     common  stock of the  Company at an exercise  price of $.02 per share.  The
     Class B Warrants are  exercisable  to purchase one share of Common Stock of
     the  Company at an exercise  price of $.04 per share.  The Class C Warrants
     are  exercisable to purchase one share of common stock of the Company at an
     exercise  price of $.055 per share.  The  Company's  Board of Directors has
     extended,  and continues to have the right to extend,  the exercise periods
     and has the right to reduce the exercise  prices of the  Warrants  with the
     Warrants  currently  set to expire in October  1996.  During  the  exercise
     period of the Warrants, the Company may call the Warrants for redemption on
     20 days prior notice at a redemption price of $.0001 per Warrant.


5.   INCOME TAXES:

     The Company has net operating loss  carryforwards  (NOL's) of approximately
     $248,000, which results in a deferred tax asset of approximately $93,000. A
     valuation  allowance  has  been  established  for the  full  amount  of the
     deferred tax assets. The NOL's expire in the years 2004 through 2009.


6.   RELATED PARTY TRANSACTIONS:

     The  Company  rents  office  space  on  a  month-to-month  basis  from  the
     chairman/director/major shareholder. Rent expense for the years ended April
     30, 1996, 1995, and 1994 was $6,850 for each year.

     For the fiscal years ended 1996 and 1995, the Company has a receivable with
     a related  entity  owned by the  chairman/director/major  stockholder,  for
     payments  made on behalf of the  related  entity  for  rental  and  expense
     obligations incurred. Repayment will be an offset against future rental and
     administrative  expenses which the related entity will pay on the Company's
     behalf.  The amounts owed by that  related  entity total $5,869 as of April
     30, 1996.



                                       F-9

<PAGE>

                       COMMERCIAL ACQUISITIONS CORPORATION
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS


7.   MAJOR CUSTOMERS:

     Customers accounting for 10% or more of revenues were as follows:

                                  YEARS ENDING APRIL 30,
                             ------------------------------
           Customer          1996         1995         1994
           --------          ----         ----         ----

               A              31%          35%           84%
               B              69%          30%           16%
               C               -%          35%            -%



                                      F-10

<PAGE>

                                  EXHIBIT INDEX


Exhibit      Description                                                Page No.
-------      -----------                                                --------

3.1          Articles of Incorporation.*                                  N/A

3.2          Bylaws.*                                                     N/A