DEFINITION, LTD.                                               

                        ANNUAL REPORT ON FORM 10-KSB FOR THE

YEAR ENDED 12/31/97 - PAGE 1U.S. SECURITIES AND EXCHANGE

COMMISSION



Washington, D.C. 20549



Form 10-KSB



[ X ] Annual Report Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934 for the Fiscal



         Year Ended December 31, 1997



	[  ] Transition Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the Transition              
     Period from               to              .  







                                                                

       Commission File No. 0-20598



		                           Definition, Ltd.

		                                                     (Name of
Small Business Issuer in its Charter)

         NEVADA                                            

                                                                

     75-2293489



 (State or other jurisdiction of	                               
                                

    (IRS Employer  incorporation organization)		                
                 

                                                               

Identification No.)

                      1334 South Killian Drive, Unit 4, Lake
Park, Florida 3340

                                 (Address of principle executive
offices, including zip code)

           (561) 844-7701

                    (Issuer's telephone number, including area
code)

Securities Registered under Section 12(b) of the Exchange Act:

Title of Each Class                                             

                  Name of Exchange on Which Registered



None	                       None



Securities Registered under Section 12(g) of the Exchange Act:



Common Stock, $.001 par value per share



(Title of Class)



Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was

required to file such reports), and (2) has been subject of such
filing requirements for the past 90 days.  Yes [ ] No [ X ]



Check if there is no disclosure of delinquent filers in response

to Item 405 of Regulation S-B outlined in this form, and no

disclosure will be contained, to the best of registrant's

knowledge, in definitive proxy or information statements

incorporated by reference in Part III of this Form 10-KSB or any

amendment to this Form 10-KSB. [ ]



Registrant's revenues for its most recent fiscal year were

$205,798.



The aggregate market value of the voting stock held by

non-affiliates computed based on the average of the closing bid

and asked prices of such stock as of September 21, 1998, was

approximately $1,207,329.



The number of shares outstanding of the issuer's common equity

as of September 21, 1998, was 10,498,512 shares of common stock,

par value $.001.



Transitional Small Business Disclosure Format (check one): Yes [
 ] No [X]                                                       
                                                          

<PAGE>                   

PART I



Item 1. Description of Business



History and Overview



History. Definition, Ltd. (the "Company) was incorporated in
1989 under the name "Stone Grill International, Inc.", under the
laws of the State of Nevada.  Until 1994, the Company undertook

the development of a restaurant concept involving table-side
cooking on preheated rocks, and the franchising of such
restaurants. This line of endeavor was abandoned in late 1994,
and the Company commenced acquisition of assets and searching
for business opportunities in the interactive media and
communications fields.  During this period, the Company acquired

programming, a broadcast film library, computers, video, studio,

broadcast and cable equipment, as well as prepaid air time for

television programs and advertising.  The Company developed its

current plan of business in late 1994 and changed its name to

its current name in January 1995.







Overview.  The Company currently engages in commerce through

enhanced communications.  The Company intends to become a leader

in all phases of high technology communications media,

television, wireless telephone/fax/Internet service, television

advertising, computer hardware and software, and travel

services.  There is, of course, no assurance that the Company

will be successful in its business.







WINQ-TV.  The Company, through its subsidiary, Definition

Technologies, Inc., a Texas corporation ("DTI"), operates a

community (low-power) television station in the West Palm Beach,

Florida, area.  WINQ-TV also operates as a traditional

television station, deriving revenues through sales of

advertising time.







Parent Academy Network.  The Company is a joint venturer in a

program known as the Parent Academy Network (the "Parent

Academy").  The Parent Academy provides interactive teaching

materials to member schools, based upon a video and computer

platform, utilizing educational materials, certain of which are,

or will be, produced by WINQ-TV.  The Company is the exclusive

provider of computer hardware and technical support to the

Parent Academy.







Business Development







References to the "Company" include, WINQ-TV, DTI and the Parent

Academy, unless the context indicates otherwise.







WINQ-TV, Through is subsidiary, DTI, the Company operates a

community (low power) television station, transmitting from West

Palm Beach, Florida, WINQ-TV Channel 19.  The transmitter has an

effective radius of approximately 25 miles, and a household

audience of approximately 260,000 homes in a population area

containing approximately 1,000,000 people.  WINQ-TV operates

under a permit granted by the Federal Communications Commission.

 WINQ-TV broadcasts 24 hours a day, offering a broad line of

programming, which includes catalog sales, infomercials, movies

and sitcoms.  The Company's signal is carried by the local cable

operator.  WINQ-TV sells television broadcast time and

advertising time, produces infomercials and arranges for their

production by third parties.  Additionally, the Company makes

duplicates of, and edits, film from its film library for sale of

footage, documentaries, movies, newsreels and educational film. 







Industry History of Community Television.  Community, or low

power, television is a relatively new broadcasting category

created by the FCC in the early 1980s.  Community television

stations, with their narrow geographic coverage, usual

unaffiliated status and local programming focus, are becoming a

more important part of the current broadcasting mix.  While able

to cover, on average, only between five and 20 miles with their

signals, community television stations have been able to expand

greatly their coverage by having their signals included in local

and regional cable systems.  Entry into the community television

industry requires substantially less capital than entry into the

high-power television industry.  There are currently

approximately 1,700 community television stations licensed by

the FCC, with approximately the same number of applications for

new licenses now pending with the FCC.







Community television stations may be either affiliated with one

of the national networks (ABC, NBC, CBS, FOX, UPN or WB) or may

be independent.  The Company does not anticipate that its

community television station will become a network affiliate.







Programming.  Lacking a national network affiliation,

independent community television stations, in general, depend

heavily on independent third parties for programming.  Programs

obtained from independent sources consist primarily of

syndicated television shows, many of which have been shown

previously on a network, and syndicated feature films, which

were either made for network television or have been exhibited

previously in motion picture theaters (most of which films have

been  shown previously on network and cable television). 

Syndicated programs are sold to individual stations to be

broadcast one or more times.  Independent television stations

generally have large numbers of syndication contracts; each

contract is a license for a particular series or program that

usually prohibits licensing the same programming to other

television stations in the same market.  A single syndication

source may provide a number of different series or programs.







Licenses for syndicated programs are often offered for cash sale

or on a barter or cash-plus-barter basis to stations.  In the

case of a cash sale, the station purchases the right to

broadcast the program or a series of programs, and sells

advertising time during the broadcast.  The cash price of such

programming varies, depending on the perceived desirability of

the program and whether it comes with commercials that must be

broadcast (a cash-plus-barter basis).  Bartered programming is

offered to stations without charge, but comes with a greater

number of commercials that must be broadcast, and, therefore,

with less time available for sale by the station.  Recently, the

amount of bartered and cash-plus-barter programming broadcast

industry-wide has increased substantially.







WINQ-TV has, to date, relied on the use of its film library and

the use of a third party's film library free-of-charge, rather

than acquiring programming from third parties.  It can be

expected that this method of programming will continue as the

Company's Internet Video Streaming business matures.  It is

contemplated that WINQ-TV would, at some time in the future,

employ a broadcast format featuring segments of 5 to 15 minutes

in length, ranging from abridged movies to documentaries to

standard commercials to infomercials, some of which can be

expected to be produced by the Company and to promote products

being marketed by the Company.







Business Strategy.  It is the Company's current intention for

WINQ-TV's programming to evolve over the next two years to meet

the needs of the Company's Internet Video Streaming business. 

That is, the Company expects that WINQ-TV would, in the future,

employ a broadcast format featuring segments of 5 to 15 minutes

in length, ranging from abridged movies to documentaries to

standard commercials to infomercials, some of which can be

expected to be produced by the Company and to promote products

being marketed by the Company.  WINQ-TV's programming format can

be expected to be adjusted at various times in the future to

meet the needs of the Company's Streaming Joint Ventures.







Parent Academy Network.  The Company is engaged as a joint

venturer with Academy Concepts of Baltimore, Maryland, in a

project known as the Parent Academy Network (the Parent

Academy).  The program is designed 

<PAGE>

to raise the educational

level of low income children in Baltimore, as well as in other

metropolitan areas.  The Parent Academy is designed to provide

interactive teaching materials to member schools, based on a

video and computer platform, utilizing educational materials

from Academy Concepts and the Company's broadcast film and media

library.  The Parent Academy attempts to bring parents, teachers

and students together in an educational partnership, all with a

view to increasing student attendance and parental involvement,

as well as reducing delinquency and crime in participating

schools and their respective communities.  The Company is the

exclusive provider of technical assistance and acts as

consultant to the Parent Academy.  The Company will provide all

computer hardware and software for the Parent Academy.  The

Company's joint venture partner has expressed its intention to

attempt to expand, with the Company's assistance, the Parent

Academy concept to a network of 2,500 schools in major US cities

over the next five years.  There is no assurance that such

expansion of the Parent Academy concept will occur.  It is the

Company's intention to utilize its Internet Video Streaming

techniques to enhance the current educational program of the

Parent Academy.







Regulation







Internet. The Internet, or World Wide Web, is, from the

participants' standpoint, largely unregulated.  The Company

expects no material regulation to affect its business activities

on the Internet.  However, governments can impose burdensome

regulations at any time and without notice.







Community (Low Power) Television







General Television broadcasting operations are subject to the

jurisdiction of the FCC under the Communications Act.  The

Communications Act empowers the FCC, among other things, to

issue, revoke or modify broadcast licenses, to assign

frequencies, to determine the locations of stations, to regulate

the broadcasting equipment used by stations, to establish areas

to be served, to adopt such regulations as may be necessary to

carry out the provisions of the Communications Act and to impose

certain penalties for violation of its regulations.  The

Company's currently operating community television station, as

well as any future stations, is subject to a wide range of

technical, reporting and operational requirements imposed by the

Communications Act and by FCC rules and policies.







The Communications Act provides that a license may be granted to

any applicant if the public interest, convenience and necessity

will be served thereby, subject to certain limitations,

including the requirement that the FCC allocate licenses,

frequencies, hours of operation and power in a manner that will

provide a fair, efficient and equitable distribution of service

throughout the United States.  Television licenses generally are

issued for five-year terms.  Upon application, and in the

absence of a conflicting application that would require the FCC

to hold a hearing, or questions as to the licensee's

qualifications, television licenses have usually been renewed

for additional terms without a hearing by the FCC.  An existing

license automatically continues in effect once a timely renewal

application has been filed until a final FCC decision is issued.







Under existing FCC regulations governing multiple ownership of

broadcast stations, a license to operate a television or radio

station generally will not be granted to any party (or parties

under common control) if such party directly or indirectly owns,

operates, controls or has an attributable interest in another

television or radio station serving the same market or area. 

The FCC, however, is favorably disposed to grant waivers of this

rule for certain radio station, television station

<PAGE>

combinations

in the top 25 television markets, in which there will be at

least 30 separately owned, operated and controlled broadcast

licenses, and in certain other circumstances.







FCC regulations further provide that a broadcast license will

not be granted if that grant would result in a concentration of

control of radio and television broadcasting in a manner

inconsistent with the public interest, convenience or necessity.

 FCC rules generally deem such concentration of control to exist

if any party, or any of its officers, directors or shareholders,

directly or indirectly, owns, operates, controls or has an

attributable interest in more than 12 television stations, or in

television stations capable of reaching, in the aggregate, a

maximum of 25% of the national audience.  This percentage is

determined by the DMA market ranking of the percentage of the

nation's television households considered within each market. 

Because of certain limitations of the UHF signal, however, the

FCC will attribute only 50% of a market's DMA reach to owners of

UHF stations for the purpose of calculating the audience reach

limits.  The Company will not approach such limits for the

foreseeable future.  To facilitate minority group participation

in radio and television broadcasting, the FCC will allow

entities with attributable ownership interests in stations

controlled by minority group members to exceed the ownership

limits.







The FCC's multiple ownership rules require the attribution of

the licenses held by a broadcasting company to its officers,

directors and certain of its shareholders, so there would

ordinarily be a violation of FCC regulations where an officer,

director or such a shareholder and a television broadcasting

company together hold interests in more than the permitted

number of stations or more than one station that serves the same

area.  In the case of a corporation controlling or operating

television stations, such as the Company, there is attribution

only to shareholders who own 5% or more of the voting stock,

except for institutional investors, including mutual funds,

insurance companies and banks acting in a fiduciary capacity,

which may own up to 10% of the voting stock without being

subject to such attribution, provided that such entities

exercise no control over the management or policies of the

broadcasting company.







The FCC has recently begun a proceeding to consider

liberalization of the various TV ownership restrictions

described above, as well as changes (not all of which would be

liberalizing in effect) in the rules for attributing the

licenses held by an enterprise to various parties.  The Company

is unable to predict the outcome of these proceedings.







The Communications Act and FCC regulations prohibit the holder

of an attributable interest in a television station from having

an attributable interest in a cable television system located

within the coverage area of that station.  FCC regulations also

prohibit the holder of an attributable interest in a television

station from having an attributable interest in a daily

newspaper located within the predicted coverage area of that

station.







The Communications Act limits the amount of capital stock that

aliens may own in a television station licensee or any

corporation directly or indirectly controlling such licensee. 

No more than 20% of a licensee's capital stock and, if the FCC

so determines, no more than 25% of the capital stock of a

company controlling a licensee, may be owned or voted by aliens

or their representatives.  Should alien ownership exceed this

limit, the FCC may revoke or refuse to grant or renew a

television station license or approve the assignment or transfer

of such license.

<PAGE>





The Communications Act prohibits the assignment of a broadcast

license or the transfer of control of a licensee without the

prior approval of the FCC.  Legislation was introduced in the

past that would impose a transfer fee on sales of broadcast

properties.  Although that legislation was not adopted, similar

proposals, or a general spectrum licensing fee, may be advanced

and adopted in the future.  Recent legislation has imposed

annual regulatory fees applicable to the Company.







The foregoing does not purport to be a complete summary of all

of the provisions of the Communications Act or regulations and

policies of the FCC thereunder.  Reference is made to the

Communications Act, such regulations and the public notices

promulgated by the FCC.







Other Regulations.  The Federal Trade Commission, among other

regulatory agencies, imposes a variety of requirements that

affect the business and operations of broadcast stations.  From

time to time, proposals for additional or revised requirements

are considered by the FCC, numerous other Federal agencies and

Congress.  The Company is unable to predict future Federal

requirements or what impact, if any, any such requirements may

have on the Company's television station.







Competition







Internet Video Streaming Activities.  The Internet is a "work in

progress."  Each day, innumerable businesses and individuals

construct an Internet site, or home page, to which they attempt

to attract Internet users, or "surfers".  The rapid increase in

the number of Internet sites to which users can be drawn reduces

the likelihood that an Internet site of any variety will be

visited by Internet users.  The Company believes that its

position as the first real time television broadcast on the

Internet, through the use of an Internet Video Streaming

technology, will, at first as a novelty, attract a substantial

number of Internet users, which will support the sale of

advertising by each of the Internet Video Streaming joint

ventures, if any.  There is no assurance that the Company will

be able to attract Internet users to its Video Streaming sites.







Community (Low Power) Television. Community television stations

compete for advertising revenue in their respective markets,

primarily with other broadcast television stations and cable

television channels, and compete with other advertising media,

as well.  Such competition is intense.  In addition, competition

for programming and management personnel is severe.  The Company

expects that WINQ-TV will continue to be able to operate

successfully in such an environment, although there is no

assurance that such will be the case.







Parent Academy.  The Parent Academy competes for public and

private sector funding with which to operate and, if possible,

expand.  The competition among entities similar to the Parent

Academy for such funding is intense, There is no assurance that

the Parent Academy will be able to attract funding for its

continuing operations or any planned expansion.











Employees







The Company employs three persons, all of whom are officers of

the Company.  Currently, the Company contracts with outside

parties for all services required to be performed by the

Company.  During the 1998, the Company hired approximately five

employees and it does not expect to add 

<PAGE>

more than five employees

during the remainder of 1998.  Without additional funding, the

Company cannot be expected to add any additional employees.







Risk Factors







Risks Concerning Video Streaming Business.







Competition.  The Internet is a "work in progress."  Each day,

innumerable businesses and individuals construct an Internet

site, or home page, to which they attempt to attract Internet

users, or "surfers".  The rapid increase in the number of

Internet sites to which users can be drawn reduces the

likelihood that an Internet site of any variety will be visited

by Internet users.  The Company believes that its position as

the first real time television broadcast on the Internet,

through the use of an Internet Video Streaming technology, will,

at first as a novelty, attract a substantial number of Internet

users, which will support the sale of advertising by each of the

Internet Video Streaming joint ventures, if any.  There is no

assurance that the Company will be able to attract Internet

users to its Video Streaming sites and, therefore, that any

advertising sales revenue will be realized.







New Product, Potential Lack of Consumer Acceptance.  As with any

new product, such as the Internet Video Streaming, there is no

assurance that any of the Company's Internet Video Streaming

joint ventures, once formed, will be successful in attracting

sufficient Internet users to its Internet sites.  Should this be

the case, the Company would derive no benefit from any of its

Internet Video Steaming activities.







Risks Concerning Community (Low Power) Television







Competition.  Community (low power) television stations compete

for advertising revenue in their respective markets, primarily

with other broadcast television stations and cable television

channels, and compete with other advertising media, as well. 

Such competition is intense.  In addition, competition for

programming and management personnel is severe.  Nevertheless,

the Company expects that WINQ-TV will continue to be able to

operate successfully in such an environment, although there is

no assurance that such will be the case.







Government Regulation.  Television broadcasting operations are

subject to the jurisdiction of the FCC under the Communications

Act.  The Communications Act empowers the FCC to issue, revoke

or modify broadcast licenses, to assign frequencies, to

determine the locations of stations, to regulate the

broadcasting equipment used by stations, to establish areas to

be served, to adopt such regulations as may be necessary to

carry out the provisions of the Communications Act and to impose

certain penalties for violation of its regulations.  The

Company's television station is subject to a wide range of

technical reporting and operational requirements.  There is no

assurance that the Company will be able to comply with such

requirements in the future.  Similarly, the FTC, among other

regulatory agencies, imposes a variety of requirements that

affect the business and operations of broadcast stations. 

Proposals for additional or revised requirements are considered

from to time by the FCC, other regulatory agencies and Congress.

 The Company is unable to predict what new or revised Federal

requirements may result from such consideration or what impact,

if any, such requirements might have upon the operation of a

television station operated by the Company.

<PAGE>





Item 2. Description of Property







The Company's properties are functionally grouped.  It holds,

through DTI, significant properties in the form of television

equipment, cameras, sets, recorders, transmitters, receivers,

microwave dishes, monitors, splicers, film and film libraries. 

Such assets are located at 1334 South Killian Drive, Unit 4,

Lake Park, Florida.  DTI owns the facilities it occupies,

consisting of approximately 6,500 square feet of office space,

television station infrastructure and storage areas, including a

sound stage utilized in making infomercials and live and

recorded television programming.  It owns its office furniture,

fixtures, computer system and internal telephone network.







The Company also owns a significant film library of 104 one-hour

programs and 350 half-hour programs, consisting of certain

copyrighted programs, documentaries, music blocks, educational

programming and other productions and film footage.







The properties of the Company devoted to the Parent Academy

consist of computer hardware and software leased to various

units of the Baltimore, Maryland public school system.







Item 3. Legal Proceedings







The Company is not currently engaged in any legal proceeding,

nor, to the Company's knowledge, is any suit or other legal

action pending or threatened.







Item 4. Submission of Matters to Vote of Security Holders







No matters were submitted to a vote of the Company's security

holders during the fourth quarter of the fiscal year ended

December 31, 1997.







PART II







Item 5. Market for Common Equity and Related Stockholder Matters







Market Information







The Common Stock of the Company is traded on the OTC Electronic

Bulletin Board under the symbol "DFNL"'.  The range of high and

low bid quotations for each quarterly period during the years

ended December 31, 1996 and 1997, and the quarter ended March,

31, 1998 and June 30, 1998, as reported by the OTC Electronic

Bulletin Board, is set forth in the table below.















	Quarter Ended	High	Low







	March 31, 1996	5.125	3.125



	June 30, 1996	3.75	2.625



	September 30, 1996	2.625	.625



	December 31, 1996	.75	.3125

<PAGE>





	March 31, 1997	.50	.3125



	June 30, 1997	.10	.11	



	September 30, 1997	.25	.31



	December 31, 1997	.28	.31



	



	March 31, 1998	.38	.41	



	June 30, 1998	.26	.29







On September 21, 1998, the last reported bid and asked prices

for the Company's Common Stock, as reported by the OTC

Electronic Bulletin Board, were $.11 and $.12 per share,

respectively.  Such quotations reflect inter-dealer prices,

without retail markup, retail markdown or commission, and may

not represent actual transactions.







Holders







The approximate number of record holders of the Company's Common

Stock as of September 21, 1998 was 1,200.







Dividends







The Company has never paid cash dividends on its Common Stock. 

The Company anticipates that any future earnings, of which there

is no assurance, will be retained for development of the

Company's businesses, and, therefore, it can be expected that no

dividends on the Company's Common Stock will be declared in the

foreseeable future.







Item 6. Management's Discussion and Analysis of Financial

Condition and Results of Operations







(1) Results of Operations







The Company continues to operate its TV Station with revenues

for 1997 of $205,798 compared with revenues in 1996 of $24,995,

an  increase of  $180,803 or 723%.  The increase was the result

of applied extensive research and development during 1996. 







Also, the Company's General and Administrative costs increased

from $27,437 in 1996 to $230,930 in 1997, an increase of

$203,493, or 742%.  The increase was due principally to an

increase in rent expense $37,288 and a write-off of

uncollectible accounts receivables of $82,071.  The remainder of

the increase represents reclassifications of expenses to general

and administrative expenses in 1997 from research and

development in 1996.  Consulting and other professional fees

decreased from $596,148 in 1996 to $360,725, a decrease of 

$235,423, or 40%. The decrease was the result of the Company's

attempt to inquire into the possible acquisition or merger with

other similar businesses. Research and development expenses

decreased from $773,300 in 1996 to $0 in 1997.  The decrease was

the result of the Company's shift from research and development

to operations.







(2) Liquidity







At December 31, 1997, the Company had a negative working capital

of $40,685, as compared to a positive working capital at

December 31, 1996 of $44,683. The decrease is related to the

decrease in accounts

<PAGE>

receivable as a result of the discontinued

operations of ISI.  Management intends to seek additional

funding from private or public equity investments to meet the

increased working capital needs in the next 12 months. 







Item 7. Financial Statements







Consolidated Financial Statements for the years ended December

31, 1997 and 1996.       F-1 to F-17











Item 8. Changes In and Disagreements With Accountants on

Accounting and Financial Disclosure







None.



PART III







Item 9. Directors, Executive Officers, Promoters and Control

Persons; Compliance with Section 16(a) of the Exchange Act







Directors and Executive Officers







The following table sets forth the names of the current officers

and directors of the Company.







	Name		Age	Position







		       Charles Kiefner(1)	          59	                  

President, CEO and Secretary	



 



	Elmer J. Jones	(2)                       72		Vice-President,

Treasurer







No family relationships exist among the officers and directors

of the Company.  



	_____________________



	(1)  Has served in this capacity since August 14, 1997



	(2) Has served in this capacity since April 15, 1998







Compensation of Directors







During the fiscal year ended December 31, 1997, the Company had

no standard or other arrangement pursuant to which directors of

the Company were compensated for any services as a director or

for committee participation or special assignments.







Compliance with Section 16(a) of the Securities Exchange Act







Section 16(a) of the Securities Exchange Act of 1934 requires

the Company's officers and directors and persons who

beneficially own more than ten percent of a registered class of

the Company's equity securities, to file reports of ownership

and changes in ownership with the Securities and Exchange

Commission.  Officers, directors and greater-than-ten-percent

shareholders are required by regulation of the Securities and

Exchange Commission to furnish the Company with copies of all

Section 16(a) forms which they file.



<PAGE>



The Company believes that none of the reports required to be

made under Section 16(a) have been filed by the persons required

to file such reports.  The Company has received assurances from

the persons required to file such reports that all required

reports will be filed as soon as possible.







Item 10. Executive Compensation







No executive of the Company received compensation, in total

salary or bonus, exceeding $100,000 during each of the last

three fiscal years.







Employment Contracts and Termination of Employment and

Change-in-Control Agreements







The Company does not have any written employment contracts with

respect to any of its executive officers.  The Company has no

compensatory plan or arrangement that results or will result

from the resignation, retirement or any other termination of an

executive officer's employment with the Company and its

subsidiaries or from a change in control of the Company or a

change in an executive officer's responsibilities following a

change-in-control.







Option/SAR Grants in Last Fiscal Year







The Company did not grant any options to any person during the

fiscal year ended December 31, 1997.  The Company has never

granted any stock appreciation rights ("SARs"), nor does it

expect to grant any SARs in the foreseeable future.







Item 11. Security Ownership of Certain Beneficial Owners and

Management







The following table sets forth certain information as of

September 21, 1998, with respect to the beneficial ownership of

the Company's Common Stock (1) by the Company's officers and

directors, (2) by shareholders known to the Company to own five

percent or more of the Company's Common Stock and (3) by all

officers and directors of the Company, as a group.  On September

21, 1998, there were approximately 10,498,512 shares of Common

Stock issued and outstanding.







		Number of Shares



	Name and Address of	of Common Stock



	5% Beneficial Owners,	Beneficially Owned



	Officers and Directors	at September 21, 1998	Percent of        

                                                                

                                                                

                          Class(1)



	Al Jones 	49,737	          *



	661 Old Town Road



	Port Jefferson, NY 11776



	________________







	All Officers and Directors   	



	as a Group (2 persons)                                49,737	  

                	



		          _______________



	(1) Based on 10,498,512 shares outstanding.

<PAGE>







Item 12.  Certain Relationships and Related Transactions



The Company has engaged in no transaction required to be

described herein. 



Item 13. Exhibits 



(a)(1) Financial Statements







    Independent Auditors' Report                                

                            F-1



    Consolidated Balance at December 31, 1997 and 1996          

           F-2    F-3



    Consolidated Statement of Operations for the Years Ended



        December 31, 1997 and 1996                              

                           F-4    F-5  



    Consolidated Statement of Stockholders' Equity 



        for the Years Ended December 31, 1997 and 1996          

              F-6    F-7



    Consolidated Statement of  Cash Flows for the Years Ended



         December 31, 1997 and 1996                             

                           F-8    F-9  



     Notes to Financial Statements                              

                             F-10  F-17



                      



SIGNATURES







In accordance with Section 13 or 15(d) of the Exchange Act, the

Registrant caused this report to be signed on its behalf by the

undersigned, thereunto duly authorized.







DEFINITION, LTD.











By:	                                         	



Charles Kiefner



President and 



Chief Executive Officer







Dated ___________________







In accordance with the Exchange Act, this report has been signed

below by the following persons on behalf of the Registrant and

in the capacities and on the dates indicated.





<PAGE>





 















































C O N T E N T S



Independent Auditors' Report  . . . . . . . . . . . . . . . . .

 . . . . . . . . . . . . . . . .       F-1







Consolidated Balance Sheet at December 31, 1997 and 1996 . . . .

 . .  . . . .       F-2 F-3



     



Consolidated Statement of Operations For the Years Ended 



          December 31, 1997 and 1996 . . . . . . . . . . . . . .

 . . . . . . . . . . . . . . . . . . .     F-4 F-5



     



Consolidated Statement of Changes in Stockholders' Equity



          For the Years Ended December 31, 1997 and 1996 . . . .

 . . . . . . . . . . . .      F-6 F-7







Consolidated Statement of Cash Flows For the Years Ended



          December 31, 1997 and 1996 . . . . . . . . . . . . . .

 . . . . . . . . . . . . . . . . . . .     F-8 F-9







Notes to the Financial Statements  . . . . . . . . . . . . . . .

 . . . . . . . . . . . . . . . . .    F-10 F-17







All schedules are omitted because they are not applicable or the

required information is shown in the financial statements or

notes thereto.



















INDEPENDENT AUDITORS' REPORT







Board of Directors 

Definition, Ltd. and Subsidiaries

Lake Park, Florida 



We have audited the accompanying consolidated balance sheet of
Definition, Ltd. (the Company), as of December 31, 1997 and 1996
and the related consolidated statements of operations,
stockholders' equity and cash flows for the years then ended.
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 audit.



We conducted our audit 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 audit provides a reasonable basis for our opinion.



In our opinion, the financial statements present fairly, in all
material respects, the consolidated financial position of the
Company at December 31, 1997 and 1996, and the consolidated
results of their operations and their consolidated cash flows
for the years then ended, in conformity with generally accepted
accounting principles.



Clancy and Co., P.L.L.C.

Phoenix, Arizona 

September 21, 1998 









DEFINITION, LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

DECEMBER 31, 1997 AND 1996



	                                            ASSETS		  

	1997	        1996    

Current Assets      		

  Cash and Cash Equivalents	$        1,990 	$      63,151 

  Accounts Receivable, Net of Allowance for Doubtful Accounts of
       $0 and $25,000, at 1997 and 1996, Respectively 	 0

	73,600 

  Accounts Receivable, Other	       0 	          5,626 

Total Current Assets	1,990 	142,377 

		

Property and Equipment 		

   Broadcast Resource Library   	2,985,536 	2,985,536 

   Computer, Production and Broadcast Equipment                 
      	261,398 	224,582 

   Building and Improvements	  469,153 	   469,153 

	3,716,087 	3,679,271 

   Less Accumulated Depreciation                                
                     	(1,996,179)	(1,519,136)

Property and Equipment, Net	1,719,908 	2,160,135 

		

		

Total  Assets	$ 1,721,898 	$ 2,302,512 

				

<PAGE>		

		DEFINITION, LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

DECEMBER 31, 1997 AND 1996		

                                           LIABILITIES AND
STOCKHOLDERS'	EQUITY	      

	1997	        1996    

Current Liabilities		        

   Mortgage Payable, Current Portion (Note 8)                   
         	$        1,655 	$        1,484 

   Accounts Payable, Trade                                      
                       	17,500 	 72,500 

   Payroll Tax Liabilities                                      
                             	23,700 	23,700 

Total Current Liabilities                                       
                           	42,855 	 97,684 

		

Long-Term Liabilities		

   Mortgage Payable, Noncurrent Portion (Note 8)	78,480 	80,280 

   Notes Payable                                                
                            	         0 	       27,000 

Total Long-Term Liabilities	78,480 	      107,280 

		

Total Liabilities	121,335 	      204,964 

		

Stockholders' Equity		

   Preferred Stock: Authorized $0.01 Par Value, 5,000,000
Shares;            Issued and Outstanding, None	 None 	 None 

   Common Stock: Authorized $0.001 Par Value, 75,000,000 Shares;
     Issued and Outstanding, 7,773,512 Shares and 5,203,512
Shares         at December 31, 1997 and 1996  	  7,774 	        
                           5,204 

   Additional Paid In Capital	11,090,530 	 8,711,100 

   Retained Earnings (Deficit)	(9,497,741)	 (6,618,756)

Total Stockholders' Equity	1,600,563 	   2,097,548 

		

Total Liabilities and Stockholders' Equity	$ 1,721,898 	$
2,302,512



<PAGE>

DEFINITION, LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996



		1997	        1996    

Revenues	$     205,798 	$       24,995 

		

Cost of Revenues	   9,471 	                  0 

		

Gross Profit	196,327 	24,995 

		

Operating Expenses		

   General and Administrative	230,930 	27,437 

   Consulting and Other Professional Fees	360,725 	596,148 

   Research and Development	0 	773,300 

   Depreciation and Amortization	  477,043 	       867,724 

Total Operating Expenses                                        
          	1,068,698 	2,264,609

		

Loss From Operations	(872,371)	(2,239,614)

		

Other Expense                                              		

   Write-Off, Investment in Joint Venture             

	(2,000,000)	0 

   Interest Expense	       (6,614)	(6,460)

Total Other Expense	(2,006,614)	(6,460)

		

Loss Before Income Taxes and Discontinued
Operations	(2,878,985)	  (2,246,074)

		

Provision for Income Taxes	              0 	               0 

		

Loss From Continuing Operations                                

	(2,878,985)	(2,246,074)

		

Discontinued Operations		

   Disposal of Segment of a Business	             0 	 (4,439,534)

		

Net Loss	$ (2,878,985)	$ (6,685,608)

<PAGE>

DEFINITION, LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996



		

		

	1997	        1996    

		

Earnings Per Common Share and Common Stock         Equivalents:		

Loss Per Weighted Average Share of  Common Stock		

     Primary		

        From Operations	$          (0.38)	$         (0.14)

        From Discontinued Operations	      0 	           (1.20)

     Total Primary Earnings Per Share	$          (0.38)	$       
(1.34)

		

     Fully Diluted		

        From Operations	$          (0.38)	$         (0.14)

        From Discontinued Operations	      0 	           (1.20)

     Total Fully Diluted Earnings Per Share	$          (0.38)	$ 
      (1.34)

		

		

Weighted Average Number of Common Shares Outstanding:		

		

      Primary	7,601,011 	5,002,398 

		

      Fully Diluted	7,601,011 	5,002,398 

		



<PAGE>

DEFINITION, LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996

	     Common    Shares	   Stock    Amount    	  Additional Paid
In Capital	                                   Retained Earnings
(Deficit)	                               Deferred Advertising
Credits	         Total

Balance, December 31, 1995	 4,891,842 	    4,892 	   9,650,422 	
      66,852 	  (1,753,122)	    7,969,044 

Issuance of  Common Stock      For Consulting Services       
Rendered, July 1, 1996	                       190,000 	         
                         190 	                                  
            534,185 			      534,375 

Issuance of Common Stock       For Legal Services               
 Rendered, December 22,        1996	                            
             100,000 	                                          
       100 	                                                    
                     900  			                                   
                                        1,000 

Private Placement September    30, 1996	                  
21,670 	                        22 	                           
93,928 			                               93,950 

Net Tax Effect of  Prior             Period Adjustment in
1995					                           184,787 	                   
184,787 

Correction of Error in Prior       Period in Connection With   
Discontinued Operations 			  (1,568,335)		  (1,568,335)	  0 

Net Loss, Year Ended                December 31, 1996	          
                      	               	                         
              	                      (6,685,608)	               
   	   (6,685,608)

Balance, December 31, 1996 	5,203,512 	    5,204 	   8,711,100 	
(6,618,756)	              0 	    2,097,548 

Issuance of Common Stock       For Consulting Services       
Rendered, February 3,            1997	   640,000 	   640 	 
255,360 			   256,000 

Issuance of Common Stock       For Investment in Joint         
Venture, February 3, 1997	  1,340,000 	  1,340 	  1,998,660 			
2,000,000 

Issuance of Common Stock       For Services Rendered,         
February 28, 1997	  40,000 	  40 	  15,960 			  16,000 

Issuance of Common Stock       For Legal Services               
 Rendered, June 3, 1997	  250,000 	  250 	  49,750 			  50,000 

<PAGE>

DEFINITION, LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996



	     Common    Shares	   Stock    Amount    	  Additional Paid
In Capital	                                   Retained Earnings
(Deficit)	                               Deferred Advertising
Credits	         Total

Issuance of Common Stock       For Legal Services               
 Rendered, September 3,          1997	   300,000 	   300 	 
59,700 			   60,000 

Net Loss, Year Ended                December 31, 1997	          
      	           	                    	 (2,878,985)	           
 	 (2,878,985)

Balance, December 31, 1997	7,773,512 	$  7,774 	$ 11,090,530 	$
(9,497,741)	$                0 	$  1,600,563 

<PAGE>

DEFINITION, LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996

				

	







			1997	   1996   

Cash Flows from Operating Activities			

   Net Loss	  	$ (2,878,985)	$(6,685,608)

   Adjustments to Reconcile Net Loss to Net Cash              
Provided by (Used in) Operating Activities     			

       Depreciation and Amortization		477,043 	1,001,074 

       Common Stock Issued for Services		382,000 	535,375 

       Loss on Disposal of Fixed Assets		0 	333,441 

       Write-off, Investment/Loss From Joint Venture		2,000,000

	330,602 

       Bad Debt Expense		46,600 	0 

       Write-off of Assets		0 	1,876,430 

   Changes in Assets and Liabilities			

       (Increase) Decrease in Accounts Receivable          		0

	3,270,774 

       (Increase) Decrease in Accounts Receivable, Other		5,626

	0 

        Increase (Decrease) in Accounts Payable, Trade  

		(55,000)	43,765 

        Increase (Decrease) in Accounts                         
             Payable-Affiliates		 0 	 (641,879)

        Increase (Decrease) in Payroll Tax Liabilities		        
   0 	        23,700 

   Total Adjustments		2,856,269 	   6,773,282 

Net Cash Provided by Operating Activities           	 

	(22,716)	         87,674 

            			

Cash Flows From Investing Activities	 		

   Purchase of Property and Equipment                        

		(36,816)	 (321,580)

Net Cash flows Used in Investing Activities		(36,816)	 (321,580)

			

Cash Flows from Financing Activities			

   Principal Payment on Mortgage Payable		(1,629)	(1,343)

   Proceeds (Repayments)  From Long Term Debt		0 	27,000 

   Proceeds From the Issuance of Common Stock		           0 	   
    93,950 

Net Cash Provided by (Used in) Financing Activities		(  1,629)	 
    119,607 

			

Decrease in Cash and Cash Equivalents	        

	(61,161)	(114,299)

Cash and Cash Equivalents at Beginning of Year		63,151 	     
177,450 

Cash and Cash Equivalents at End of Year	 	$         1,990 	$   
   63,151

<PAGE>

DEFINITION, LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996

		1997	   1996   

			

Supplemental Disclosure of Cash Flow Information:			

Cash paid for:			

   Interest		$         6,614 	$         6,460

   Income taxes		$                0 	$                0 

			

Supplemental Schedule of NonCash Investing and          
Financing Activities:			

Exchange of Non-Affiliated Broadcast Airtime Credits     for
Affiliated Broadcast Airtime Credits and                 
Cancellation in 1996		  $                0 	  $(1,568,335)

Issuance of Common Stock for Services Rendered		$     382,000 	$
    535,375

Exchange of Common Stock for Investment in Joint         Venture

		 $  2,000,000 	 $                0 

			

			

			

			

			





<PAGE>



DEFINITION, LTD. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1997 AND 1996



NOTE 1 - ORGANIZATION

	

Definition, Ltd. (the "Company") was incorporated in 1989 under
the name "Stone Grill International, Inc.", under the laws of
the State of Nevada.  The authorized capital stock of the
Corporation consists of 50,000,000 shares of Common Stock,
$0.001 par value per share and 5,000,000 shares of Preferred
Stock, $0.01 par value per share.  Until 1994, the Company
undertook the development of a restaurant concept involving
table-side cooking on preheated rocks, and the franchising of
such restaurants. This line of endeavor was abandoned in late
1994, and the Company commenced acquisition of assets and
searching for business opportunities in the interactive media
and communications fields.  During this period, the Company
acquired programming, a broadcast film library, computers,
video, studio, broadcast and cable equipment, as well as prepaid
airtime for television programming and advertising.  The Company
developed its current plan of business in late 1994 and changed
its name to its current name in January 1995.  Effective March
31, 1995, the Company reversed split on a 25-for-1 basis, such
that for every twenty five (25) shares of common stock
outstanding, there remained one (1) share of common stock
outstanding.  The authorized number of shares of common stock
did not change.



The Company currently engages in commerce through enhanced
communications.  The Company intends to become a leader in all
phases of high technology communications media, television,
wireless telephone/fax/Internet service, television advertising,
computer hardware and software, and travel services.  There is,
of course, no assurance that the Company will be successful in
its business.



In August 1993, the Company created a new wholly-owned
subsidiary, Interactive Systems, Inc., (ISI) (a Nevada
Corporation) which porduced and sold informercial and commercial
demonstration videos for unrelated third party corporate
customers.  Other subsidiaries and divisions continue to produce
and sell these products.  In December 1996, the Company
discontinued the operations of this subsidiary.  See Note 11.



The Company, through its subsidiary, Definition Technologies,
Inc., (DTI) a Texas corporation, operates a community
(low-power) television station transmitting from West Palm
Beach, Florida, WINQ Channel 19.  WINQ-TV also operates as a
traditional television station, deriving revenues through sales
of advertising time.



Through the Company's wholly-owned subsidiary ISI, the Company
entered into a joint venture in February 1995 with Academy
Concepts of Baltimore, Maryland, in a project known as the
Parent Academy Network (the "Parent Academy").  The Parent
Academy provides interactive teaching materials to member
schools, based upon a video and computer platform, utilizing
educational materials, certain of which are, or will be,
produced by WINQ-TV.  The Company is the exclusive provider of
computer hardware and technical support to the Parent Academy.  



The Company employs three persons, all of whom are officers of
the Company.  Currently, the Company contracts with outside
parties for all services required to be 

<PAGE>

DEFINITION, LTD. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1997 AND 1996



NOTE I - ORGANIZATION (CONTINUED)



performed by the Company.  In 1998, the Company has hired
approximatley ten employees.  



References to the "Company" include, WINQ-TV, DTI and the Parent
Academy, unless the context indicates otherwise.



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



A. Principles of Consolidation



Definition consolidates its wholly-owned subsidiaries,
Definition Technologies, Inc. And Interactive Systems Inc.  All
significant intercompany transactions and balances have been
eliminated in consolidation.  The purchase method of accounting
is used for joint ventures. (Note 6)  



B. Accounting Method



The Company's financial statements are prepared using the
accrual method of accounting.



C. Cash and Cash Equivalents



The Company considers all highly liquid debt instruments with a
maturity of three months or less to be cash and cash equivalents.



D.  Accounts Receivable and Allowance for Doubtful Accounts



In the normal course of business, the Company sells the
production of infomercials, commercial demonstration videos and
mixed media titles from the Company's programming library to
unrelated third party customers located primarily in the United 

States on unsecured credit terms with extended payment terms up
to twelve months.  All associated revenues have been recognized
currently.  



Through periodic charges to expense, the Company maintains an
allowance for losses expected to arise from uncollectible
accounts and contracts receivable.  Such allowance balance is
maintained based on the Company's past experience of actual net
uncollectible account losses (accounts identified and charged
off) and the periodic evaluations of individual accounts.  As
individual customer accounts become doubtful as to collections,
the balances are charged to the allowance for uncollectible
accounts.  



E. Revenue Recognition 



Deferred gains and/or revenues represent amounts due the Company
for sales of goods and services, and related interest thereon,
for which the ultimate realization is uncertain.  

<PAGE>

DEFINITION, LTD. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1997 AND 1996



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)



Deferred gains are also provided as an allowance to investment
securities received in exchange for goods and services where the
ultimate profit realization is contingent upon future events
which may or may not occur.  Ultimate realization of deferred
gains from these transactions will be recognized  at such time
as realization is reasonable certain.  In connection with
advertising credits sold in prior years, revenue will be
recognized when payment is reasonably assured and noncancelable
contracts are executed between the respective broadcast station
and the advertiser.



F. Long-Lived Assets



In March 1995, the Financial Accounting Standards Board (FASB)
issued Statement No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of,"
which requires impairment losses to be recorded on long-lived
assets used in operation when indicators of impairment are
present and the undiscounted cash flows estimated to be
generated by those assets are less than the assets' carrying
amount.  



Statement 121 also addresses the accounting for long-lived
assets that are expected to be disposed of.  No material effect
on the financial statements resulted from the adoption of this
standard.



G. Property and Equipment



The cost of property, plant and equipment is depreciated over
the useful lives of the related assets. Estimated lives of
assets are as follows:



	Computer, production and broadcast equipment		5-7 years 

	Buildings                                                      
                         39  years 

	Building improvements					  7  years



Depreciation expense charged to operations for 1997 and 1996 was
$477,043 and $636,699, respectively. 



Expenditures for repairs and maintenance are charged to the
expense as incurred.



H. Television Production Costs



The Company amortizes television production costs and the
related broadcast rights and 	development costs using the
anticipated revenue stream on each show over the contracted
number of shows to be produced.  In the event that a show or
production concept is 

determined to not be economically feasible, all related
capitalized costs are charged against operations at that time.



I. Deferred Advertising and Broadcast Airtime Credits

<PAGE>

DEFINITION, LTD. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1997 AND 1996



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)



The Company had acquired advertising and broadcast airtime
credits from various affiliates and non affiliates.  In prior
years, approximately $2,750,000 (face value) in deferred
advertising credits were acquired from non affiliates in
exchange for restricted, unregistered common stock of the
Company.  These credits were recorded at a discounted value of
approximately $1,575,000 to allow for estimated nonspecific
contingencies.



Broadcast airtime credits acquired from an affiliate are being
amortized over the ten year life of the acquisition agreement.
Credits which expire unused by the Company are 

amortized as a reduction of additional paid-in capital due to
the related party nature of the transaction.  Utilized airtime,
either used directly by the Company or sold to third parties, is
amortized as a component of cost of revenues.



J. Earnings (Loss) Per Share   



The computations of income or loss per share of common stock are
based on the weighted average number of shares outstanding at
the date of the financial statements.  The Company's Preferred
Stock is convertible at the rate of three (3) shares of common
stock for each share of preferred stock.  Therefore, primary
weighted average of common 

stock includes the conversion to common stock as if it was
converted at the beginning of the year.  



K. Income Taxes  



The Company has adopted the provisions of Statement of Financial
Accounting Standards No. 109  "Accounting for Income Taxes"
which requires the asset and liability method of accounting for
income taxes rather than the deferred method previously used, 

effective January 1, 1993.  No material effect on the financial
statements resulted from the adoption of this standard.  



L.  Use of Estimates  



Management uses estimates and assumptions in preparing financial
statements in conformity with generally accepted accounting
principles.  Those estimates and 

assumptions affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and
liabilities, and the reported amounts of revenues and expenses.
Actual results may vary from the estimates that were assumed in
preparing the financial statements.   



M.  Pending Accounting Pronouncements 



It is anticipated that current accounting pronouncements will
not have an adverse impact on the financial statements of the
Company.

<PAGE>

DEFINITION, LTD. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1997 AND 1996



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)



N.  Financial Statement Presentation



Due to the change in classification of some accounts, the
financial statements may be presented slightly different than in
the previous year.  



NOTE 3 - DEFERRED ADVERTISING CREDITS



The Company has acquired deferred advertising credits, primarily
in exchange for common stock, from  unrelated parties
aggregating $1,575,000.  The advertising credits were recorded
at net realizable value, based upon the seller's published rate
cards at the date of acquisition or the historical founder's
cost as it relates to related party transactions. The balance
was written off as of December 31, 1996 in connection with the
discontinued operations of ISI.  (Notes 1 and 11)  



NOTE 4 - NOTES RECEIVABLE    



On January 16, 1995, the Company entered into a sales agreement
with an unrelated third party to sell 100% of its inventory and
restaurant equipment, reacquired on December 13, 1994, as a
result of a breach of contract on a previous sale transaction,
and 112 one-half hour segments of broadcast airtime for barter
trade credits having a face value of $258,000.  The transaction
was recorded at $233,000, representing the Company's founders
cost in the inventory and equipment (approximately $57,000), the
broadcast airtime value (approximately $3,000) and the
unamortized cost of a license agreement (approximately $173,000)
(Note 5).



In December 1995, the barter trade credits were exchanged for a
note receivable in the amount of $210,000. The note bears
interest at 8% and is payable in three installments of $70,000
with final payment due December 31, 1996.  The note is secured
by the stone grills and related accessories.  

   

During 1996, the note and related interest were written off by
the Company.



NOTE 5 - LICENSE AGREEMENT  



The Company acquired the exclusive licensing rights to a
proprietary food service method, including design and
operational protocol methods, and marketing rights to patented
material through June 1, 1997.  These rights extend to all of
North America, excluding Phoenix and Tucson, Arizona.  This
license was acquired in 1989 in exchange for $650,000 in
convertible promissory notes.  In October 1989, $400,000 of
these notes were converted to 8,000,000 unregistered, restricted
common stock of the company.  In 1990, the balance of these
notes were acquired by Main Street TV, Inc. (MSTV), an 

affiliate of the Company.   Additionally, in 1989, the license
agreement was restated to equal the predecessor's historical
cost basis of $331,000.  

<PAGE>

DEFINITION, LTD. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1997 AND 1996



NOTE 5 - LICENSE AGREEMENT (CONTINUED)



In January 1995, concurrent with the Company's sale of inventory
and restaurant equipment, the unamortized amount, approximately
$173,000, was recast as a component of the consideration
received in the transaction. (Note 4)  



NOTE 6 - INVESTMENTS IN JOINT VENTURES 



Investment in the joint venture, The Parent Academy Network,
consists of the amounts contributed by the Company to the
formation and operations of this joint venture through December
31, 1995.

  

On February 3, 1997, the Company issued 1,340,000 shares of
common stock for a total value of $2,000,000 in exchange for an
investment in a joint venture.   The contract, dated December
31, 1996, was for the acquisition of a 49% interest in World
WideR Internet 

Business Centres, J.V.   The Company exchanged 1,340,000 shares
of the $0.001 par value common stock valued at $2,000,000.  The
joint venture was formed to develop, 

establish and operate twenty-six, or more, business operations
to be known as "World WideR Internet Business Centres".  On
December 31, 1997, the Company had abandoned its efforts with
the joint venture and wrote off the investment of $2,000,000.



NOTE 7 - INCOME TAXES



Income taxes are accounted for in accordance with SFAS 109,
"Accounting for Income Taxes".   For the years ended December
31, 1997 and 1996, there were no differences between book and
tax loss.   The losses incurred of $2,878,985 and $6,685,608, at
December 31, 1997 and 1996, are available for carryforward and
will expire in the years 2011 and 2012 if not utilized.   



NOTE 8 - MORTGAGE PAYABLE  



On January 29, 1995, ISI purchased an office condominium located
in Lake Park, Florida, for $105,000. The consideration given was
approximately $21,000 cash and a 

note payable to a financial institution for $84,000. The note is
payable in monthly installments of approximately $867, including
interest at an initial rate of 11%. The 

interest rate is adjustable on March 1, 2000 and is calculated
using the Average Weekly Yield of United States Treasury
Securities adjusted to a constant maturity of one year 

plus 3.5%. The minimum interest rate for the life of 	the loan
will be 11% and the maximum interest rate for the life of the
loan will be 17.0%.  	



Additionally, the lender has a call option during a 30-day
period commencing on the tenth anniversary of the loan whereby
the entire unpaid balance can be called as due and payable
within 90 days of the date that the lender exercises the call
option. The loan is secured by the office condominium and the
guarantee of the Company.   



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DEFINITION, LTD. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1997 AND 1996



NOTE 8 - MORTGAGE PAYABLE (CONTINUED)



Future maturities of mortgages payable are as follows:



Year Ending December 31,             

       

1998                                       $   1,655		

1999                                       $   1,847

2000                                       $   2,061

2001                                       $   2,299

2002 and thereafter                 $ 72,273



NOTE 9 - RELATED PARTY TRANSACTIONS



In 1995, as a result of the acquisition of broadcast airtime
from WINQ-TV 19, a company (broadcast station) controlled by a
shareholder of the Company, the Company uses the broadcast
station as an agent for the sale of the purchased airtime.  The
broadcast station also acts as the collection agent for the
Company and is paid a commission of 15% of gross sales generated
by the broadcast station.  Additionally, the Company pays
certain operating expenses on behalf of the broadcast station.
The financial statements include revenue from WINQ-TV 19 of
$24,995 and $303,315 of revenues and costs, respectively, in
1996.



The Company had acquired $1,575,000 in deferred advertising
credits from an unrelated third party for common stock.  In an
unrelated matter to the Company, a stockholder/consultant to the
Company acquired these shares of stock in a civil lawsuit.  As
this third party was not performing under the terms of the
agreement, it was negotiated with the stockholder/consultant to
either transfer the stock back to the Company or provide the
equivalent in airtime.  As a result, the Company received an
additional six (6) hours of airtime from WINQ-TV 19 for a period
of fifteen years.  This transaction provided the Company with
the entire 24 hours of airtime of WINQ-TV 19.  

Accordingly, all advertising revenues are now paid to the
Company and the commission agreement mentioned earlier is no
longer valid. 



The Company utilizes the video production services of Royal Lane
Studios, Inc., a

company controlled by a shareholder of the Company.  At December
31, 1996, the Company paid $657,434  for services, prior to the
discontinuance of operations. At December 31, 1995, the Company
paid or accrued approximately $493,390 for video production
services as a component of cost of sales.  Also, the Company
paid this affiliate $34,000 in consulting fees for the year
ended December 31, 1995.  



In October 1995, the Company entered into a three year agreement
with an unrelated third party corporation to provide investment
banking and financial consulting services.  The 

<PAGE>

DEFINITION, LTD. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1997 AND 1996



NOTE 10 - COMMITMENTS AND CONTINGENCIES (CONTINUED)



agreement requires an initial payment of $36,000 in 1995 and a
payment of $3,000 per month during the second and third years of
the agreement.  Further, the agreement grants the consultant
warrants to acquire 200,000 shares of the Company's common stock
at a price of $3.0625 per share within five years.  



In November 1995, the Company entered into a one year agreement
with an unrelated third party corporation to provide investment
banking and financial consulting services.  The agreement grants
the consultant a five year option to acquire 100,000 shares of
the Company's common stock at a price of $3.0625 per share.



NOTE 11 - DISCONTINUED OPERATIONS



On December 20, 1996, the Company discontinued the operations of
its subsidiary, Interactive Systems, Inc., which produced and
sold infomercial and commercial 

demonstration videos for unrelated third party corporate
customers.  Other subsidiaries and divisions continue to produce
and sell these products.  The discontinuation resulted in a loss
of $ 4,439,534.  



Following is a summary of net assets and results of operations
of Interactive Systems, Inc., as of December 31, 1996:



		Total Assets		$                0	

                           

		Other Liabilities	       641,879

                        Net Assets		$    (641,879)



		Sales		$        41,821

		Costs and Expenses                     5,966,048

		Net Loss 		$  (5,924,227)


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