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

[X]        15, ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE  ACT  OF  1934  [FEE  REQUIRED]
For  the  fiscal  year  ended:  1/31/97
OR
[ ]        15,  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:  0-25792

                   PRATT,  WYLCE  &  LORDS,  LTD.
         (Exact  name  of  registrant  as  specified  in  charter)

     Nevada                                                         84-1247085
(State  or  other  jurisdiction  of                            (I.R.S. Employer
  incorporation  or  organization)                           Identification No.)

10  Office  Park  Road,  Suite 222, Hilton Head Island, SC            29928
    (Address of principal executive offices)                       (Zip Code)

                   Registrant's  telephone  number,
                      including  area  code:
                         (803)  686-5590

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

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

Check  whether  the  issuer  (1) has filed all reports required to be filed by
Section  13  or  15(d)  of  the  Securities  Exchange  Act  of 1934 during the
preceding  12 months (or such shorter period that the registrant was  required
to  file  such  reports), and (2) has been subject to such filing requirements
for  at  least  the  past  90  days.          Yes    __x__          No  ____

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

The  Corporation's  revenues  for  its  most recent fiscal year were $685,512.

As  of  January 31, 1997, three market makers maintained bids in the Company's
securities.  The  current  market  value  of the registrant's voting $.001 par
value common stock held by non-affiliates of the Registrant is approximately 
$553,000.            .

The  number  of shares outstanding of registrant's only class of common stock,
as  of  January  31,  1997  was  2,874,596 and at April 31, 1996 was 2,874,596
shares  of  its  $.001  par  value  common  stock.

No  documents  are  incorporated  into  the  text  by  reference.
Transitional  Small  Business  Disclosure  Format (check one):   
Yes        No        x

Exhibit  Index  is  located  on  Page 22         .








<PAGE> 2
PART  I

ITEM  1.    DESCRIPTION  OF  BUSINESS.

     A.          Business  Development.       Pratt, Wylce & Lords, Ltd., (the
"Company")  was incorporated in the State of Florida on May 22, 1986 using the
name  Global  Wrestling  Alliance,  Inc.   The Company was authorized to issue
75,000,000  common  shares  at  $.0001  par  value.    The Company had limited
operations  from  1988  through 1990 and ceased operations at that time.   The
Company  experienced  a change in control and pursuant to a Board of Directors
meeting  and  subsequent  written consent of a majority of its shareholders on
May  31,  1993, the Company began operations of its present business under the
name  Pratt, Wylce & Lords, Ltd. and a One for One Hundred reverse stock split
was  effectuated.     The Company was reincorporated in the State of Nevada on
August  18,  1993.      Pursuant  to  the  Articles  of Merger, the Company is
authorized  to issue 75,000,000 common shares at $.001 par value and there are
currently  2,874,596  common  shares  outstanding.


     B.    Business  of  Company.

General.      The  previous  business  objective of the Company was to provide
consulting  services  which  assist  the client company in becoming a publicly
traded  company.

During  January  1997,  the  Company determined that it was unable to complete
certain  of  its  consulting  projects  and  would  be  unable  to  accept new
consulting  clients  in  the  future.    The  Company  has negotiated contract
termination  agreements  with  all of its active clients which provide for the
immediate  discontinuance  of  consulting services.  The termination contracts
provide  that the Company retain as revenue all cash paid to date and that the
Company  return  all or a major portion on common stock issued to it by client
companies.

The  Company  currently  intends to provide management services for cash only,
and acquire  businesses and assets as may provide gain for the shareholders.   
The Company  may also choose to form corporations for the purpose of pursuing 
such business  ventures  as  are  deemed  potentially  profitable  by  the 
Board of Directors.

Competition.   The proposed business of the Company is very competitive.   The
Company  will  encounter  competition  in  its chosen business who are already
offering,  or  will in the future offer, the same or similar services as those
offered  by the Company. Entities with greater established financial resources
and contacts than the Company are competitors in the Company's chosen business
industries.    They may develop marketing strategies that are competitive with
or  superior  to  the  Company's  services  or  which  can  be  marketed  more
effectively.     The Company competes on the basis of price and quality of its
services.

Federal  and/or  State Regulation.   The Company is not subject to any federal
or state regulations regarding its services or proposed activities.   However,
the  Company files required reports under Section 12g of the Securities Act of
1934.      Additionally,  the Company is subject to the requirements discussed
below  as  a  Business  Development  Company.

Business  Development  Company.      In  July, 1995, the Company elected to be
treated  as  a  Business Development Company ("BDC") pursuant to Section 54 of
the  Investment  Company  Act of 1940 (the "1940 Act").   On October 21, 1980,
the  1940  Act  was  amended by a series of amendments which added sections 55
through  65.   These sections comprise the Small Business Investment Incentive
Act  of  1980  (the  "SMIIA").        For  purposes  of  the SMIIA, a business
development  company  is  defined  as  a  domestic closed-end company which is
operated  for  the  purpose  of  making certain types of investments and which
makes available significant managerial assistance to the companies in which it
invests.      Generally,  a  company  which elects to be treated as a business
development  company,  or  intends  within 90 days to so elect, is exempt from
certain  provisions  of  sections  1  through  53  of  the  1940  Act.

To  take  advantage  of these special regulatory provisions, a BDC must comply
with  sections  55  through  65  of  the  1940 Act, which require, among other
things,  that:
     a.     a majority of the BDC's directors must not be "interested persons"
as  defined  in  section  2(a)(19)  of  the  1940  Act;
     b.      A BDC is restricted in the kind of investments it can make, i.e.,
at  least  seventy  percent of the BDC's assets (excluding assets necessary to
maintain the business, such as office furniture) must consist of securities of
small,  developing business or financially troubled businesses and such liquid
assets  as  cash  or  cash  items,  Government  securities or short-term, high
quality  debt  securities;
     c.        A BDC must annually furnish to its shareholders a statement, in
such  form and manner as the Securities and Exchange Commission may prescribe,
about  the  risks  involved  in  investing  in  a BDC due to the nature of its
portfolio,  and;

     d.      A BDC must have a class of equity securities registered under the
1934  Act  or  have filed a registration statement under that section and must
comply  with the periodic reporting requirements under the 1934 Act, including
annual  reports,  quarterly  reports  and reports of certain material changes,
rather  than  with  those  in  section  30  of  the  1940  Act.

<PAGE> 3

Due  to the change in the business of the Company, the Company shall elect not
to  be  treated  as  a  BDC  as  soon  as  practicable

Employees.   The Company has one full time employee and no part time employees.
The  Company  shall  employ  additional  individuals  as  required.

Seasonal  Nature  of  Business Activities.   The Company's current business 
activities are  not  seasonal.


ITEM  2.  DESCRIPTION  OF  PROPERTY.

The Company currently occupies an office facility of 400 square feet.   It has
a  month  to  month  lease  term with a monthly lease payment of $395.   As of
January  31, 1997, the Company no longer has offices in Denver, Colorado where
the  lease  payments  were  $600.00  per  month  on  a  month  to month basis.


ITEM  3.    LEGAL  PROCEEDINGS.

The  Company  knows  of no material pending or threatened legal proceedings to
which  the  Company  and  its  subsidiary  is  a  party or of which any of its
properties  is subject, and no such proceedings are known to the Company to be
contemplated  by  governmental  authorities.


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

During  the  fourth  quarter  of  the  fiscal  year ended January 31, 1997, no
matters  were  submitted  to a vote of the Company's security holders, through
the  solicitation  of  proxies.






<PAGE> 4

PART  II

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

The Company's common stock is traded in the over-the-counter market and listed
on  the  OTC  Bulletin  Board  under  the  symbol  "PWLS".

The  following  table  sets forth the range of high and low bid quotations for
the  Company's  common stock for each quarter of the last two fiscal years, as
reported  by  the  OTC Bulletin Board.   The Company's market makers are Baron
Chase,  Paragon  and  NAIB.      The  quotations represent inter-dealer prices
without  retail  markup,  markdown  or  commission,  and  may  not necessarily
represent  actual  transactions.

<TABLE>
<CAPTION>
     Quarter  Ended                              High  Bid          Low  Bid
          <S>                                      <C>               <C>

         1/31/95                                    3/4                    1/4
         4/31/95                                 1  7/8                    1/2
         7/31/95                                  1  78                  1 3/8
        10/31/95                                 1  5/8                      1
         1/31/96                                 1  3/4                  1 1/2
         4/30/96                                3  5/16                  2 3/4
         7/31/96                                 3  3/4                 3 5/16  
        10/31/96                                 1  3/4                  1 5/8
         1/31/97                                    3/8                    3/8
</TABLE>     

The Company's common stock commenced trading on the over-the-counter market in
February,  1994.    Prior to that time, there was no market for the securities
of  the  Company.

The  Company  has  never  paid  any cash dividends nor does it intend, at this
time,  to  make  any  cash  distributions  to the Registrant's shareholders as
dividends  in  the  near  future.

During  the  year  ended  January 31, 1996, the Company declared dividends for
104,000  shares  of  Trinity  Works,  Inc.,  and 65,000 shares each for Gaming
Ventures,  Inc.,  Grand  Slam  Licensing,  Inc.,  Players Network and National
Sorbents,  Inc.  at a  time  when the fair value of the stock was $1.50 per
share.

Distribution  of  these  shares  was  contingent  upon  the  effective
registration  of  the  shares  for  public sale.  Since the Company maintained
insufficient  retained  earnings  at  the  date  the dividends were accrued, a
portion  of  the  dividends  have  been  accounted  for  as  a  return  of
paid-in-capital.    During the year ended January 31, 1996, the Sports Legend's
Inc.  dividend  was canceled  as it is unlikely that the company will complete
its
proposed  public  offering.    The value of the dividends  accrued (net of the
cancellation)  during  the year ended January 31, 1996 amounted to $396,000 or
$.15  per  share  of  the  Company's  common  stock.

In  connection  with  the cancellation of the Company's consulting contracts,
the  Company  canceled  dividends  accrued  during  1996  and 1997 aggregating
$452,161.   Additionally during 1997, the Company distributed 63,556 shares of
common  stock  of  Gaming  Ventures, Inc. and 99,003 shares of common stock of
Level  Best  Golf,  Inc.

As  of  January  31, 1997, the number of holders of Company's common stock was
950.

ITEM  6.    MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF FINANCIAL CONDITION AND
RESULTS  OF  OPERATIONS

Trends  and Uncertainties.   Due to its change in business, the Company can no
longer  operate on revenues from its consulting fee income.   The Company will
have  to  seek  equity  or  debt  financing to commence operations again.  The
Company  has  tried  to limit its general and administrative expenses now that
its operations have ceased.  As the Company has little or no control as to the
demand  for  its services, inflation and changing prices could have a material
effect  on  the  future  profitability  of  the  Company.    Additionally, the
Company,  as partial compensation for its services, received restricted and/or
unrestricted  stock in its client companies.    The receipt of common stock in
lieu of cash compensation has negatively affected the cash flow of the Company
specifically  due  to  the  termination  of  its  consulting contracts and the
surrender of a substantial portion of its client common stock  and also until,
if  ever,  the  common  stock  of  the  client  company  becomes  liquid.

The  Company's  policy  was to distribute up to 50% of the securities received
from  its  client  companies  to  its  shareholders.    The Company declared a
dividend  in  kind for a portion of the securities it received from its client
companies  on a pro rata basis to its stockholders at the time such shares are
received  by the Company.   The distribution of the dividend shares is made at
the  effective  date  of  a  registration  statement that establishes a public
market  for  the shares.   During the year ended January 31, 1996, the Company
distributed  63,556  shares  of Gaming Ventures, Inc., common stock and 99,003
shares  of Level Best Golf, Inc common stock as dividends to its shareholders.

<PAGE> 5

The  Company's  basis in the stock at the time of the distribution was $95,334
and  $148,505 respectively ($1.50 per share), which amount represents the fair
value  of the shares two months prior to the commencement of public trading of
the  shares.

During  the  year  ended  January 31, 1996, the Company declared dividends for
104,000  shares  of  Trinity  Works,  Inc.,  and 65,000 shares each for Gaming
Ventures,  Inc.,  Grand  Slam  Licensing,  Inc.,  Players Network and National
Sorbents,  Inc.  at    a  time  when the fair value of the stock was $1.50 per
share.
3
Distribution  of  these  shares  was  contingent  upon  the  effective
registration  of  the  shares  for  public sale.  Since the Company maintained
insufficient  retained  earnings  at  the  date  the dividends were accrued, a
portion  of  the  dividends  have  been  accounted  for  as  a  return  of
paid-in-capital.    During the year ended January 31, 1996 the Sports Legend's
Inc.  dividend  was canceled  as it is unlikely that the company will complete
its
proposed  public  offering.    The value of the dividends  accrued (net of the
cancellation)  during  the year ended January 31, 1996 amounted to $396,000 or
$.15  per  share  of  the  Company's  common  stock.

In  connection  with  the cancellation of the Company's consulting contracts ,
the  Company  canceled  dividends  accrued  during  1996  and 1997 aggregating
$452,161.   Additionally during 1997, the Company distributed 63,556 shares of
common  stock  of  Gaming  Ventures, Inc. and 99,003 shares of common stock of
Level  Best  Golf,  Inc.

During  the  year  ended  January 31, 1996, the Company declared dividends for
104,000  shares  of  Trinity  Works,  Inc.,  and 65,000 shares each for Gaming
Ventures,  Inc.,  Grand  Slam  Licensing,  Inc.,  Players Network and National
Sorbents, Inc. at a time when the fair value of the stock was $1.50 per share.
There  can  be  no certainty that the other client companies will successfully
register  any  or  all  of  the  securities  obtained or to be distributed and
provide  liquidity  to  the  Company and its shareholders.   Since the Company
maintained  insufficient  retained  earnings  at  the  date the dividends were
accrued,  a  portion  of  the dividends have been accounted for as a return of
paid-in-capital.      During  the year ended January 31, 1996, Sports Legend's
Inc.  dividend  was  canceled as it is unlikely that the company will complete
its proposed public offering.   The value of the dividends accrued (net of the
cancellation)  during  the year ended January 31, 1996 amounted to $406,548 or
$.16  per  share  of  the  Company's  common  stock.

Capital  Resources  and  Source  of Liquidity.    The Company currently has no
material  commitments  for  capital  expenditures.  In  connection  with  the
termination  of its consulting contracts, the Company ceased operations in its
Denver,  CO  office  and transferred $12,773 (net book value of $6,867) of 
office equipment to a former employee  in  exchange  for  cash  of  $1,100.  
The Company recorded $5,767 of compensation  expense  in connection with the 
transfer of assets.  This decrease in  lease payments has a positive effect on 
the cash flow and liquidity of the Company.

The Company can meet its short term cash flow needs  from  the  sale  of  
investment securities ($104,123 for the year ended January  31,  1997)  and  
the  proceeds  of  $185,750  received from a private placement  of  its  common
shares  to  supplement  its  cash  flow  needs. Additionally,  the  Company  
issued  150,000  shares  of  common stock for the exercise  of  common stock 
options valued at $39,000 of which $31,500 remained unpaid  at  January  31, 
1997.

In  the  long  term,  the  Company  shall  utilize  the sale of its investment
securities to meet its cash flow needs until the Company can implement its new
business  plan.

Going  Concern.      The  Company  is  not  currently delinquent on any of its
obligations  even  though  the Company has ceased to generate revenue from its
consulting  services.   Based upon the termination of the Company's consulting
agreements  to provide the services described in "Business Activities" entered
into  with  all  of  the listed client companies, the Company believes that it
will not generate a positive cash flow before the end of its fiscal year 1998.

For  the  year  ended January 31, 1997, the Company purchased fixed assets for
its  office  valued  at  $875  and  received proceeds from investment sales of
$563,646 resulting in net cash used in investing activities for the year ended
January  31,  1997  of  $562,771.

For  the  year  ended  January  31,  1996,  the Company received proceeds from
investment  sales  of $104,123 and purchased fixed assets for $5,742 resulting
in  net  cash  provided by investing activities for the year ended January 31,
1996  of  $98,381.







<PAGE> 6

During the year ended January 31, 1997, the Company received net cash proceeds
of  $185,750 from the sale of its common stock in a private placement pursuant
to Regulation D of the Securities Act of 1933.   These efforts resulted in net
cash  provided  by financing activities of $185,750 for the year ended January
31,  1997.

During the year ended January 31, 1996, the Company received net cash proceeds
of  $64,044  from the sale of its common stock in a private placement pursuant
to  Regulation  D  of the Securities Act of 1933.   The Company repaid $261 of
notes  payable.    These  efforts  resulted  in net cash provided by financing
activities  of  $63,783  for  the  year  ended  January  31,  1996.

Results  of  Operations:

For  the  year  ended  January 31, 1997 compared to the year ended January 31,
1996.   The Company received total revenue of $685,512 (fee income of $679,955
and interest income of $5,557) for the year ended January 31, 1997 compared to
$1,305,938  (fee  income  of $1,303,509 and interest income of $2,429) for the
year ended January 31, 1996.   This significant decrease was due to the delays
client  companies  were  experiencing  in  obtaining  effective  registration
statements  and,  as  such, the Company's abilities to move forward with other
client  companies.  General and administrative expense increased from $481,370
to  $1,486,122  for  the  year  ended  January  31,  1997.     The increase is
attributed  to  expanded  efforts  to generate new business and to service the
needs  of  an increased number of client companies.   The increase is composed
primarily  of  larger  amounts  incurred  for  salaries  and  wages  ($592,510),
professional  fees  ($91,073), telephone charges ($28,189),  travel  expenses  
($42,477), advertising and promotion of $246,592), consulting fees ($200,000)
printing ($68,294), postage and freight $(19,482), payroll taxes ($24,705) and 
other  costs ($172,800).  The Company experienced a net decrease in net assets
resulting  from  operations  of  (128,603) for the year ended January 31, 1997
compared  to a net increase in net assets resulting from operations in 1996 of
$339,379.   The net decrease is mainly due to delay in the registration of 
its client  companies filings and the large increase in general and 
administrative costs  associated  with  attempts to market the securities of 
Level Best Golf, Inc.  and  Gaming  Venture,  Inc.   Depreciation was $3,699 
for the year ended January  31,  1996  compared  to $2,584 in 1996.   The 
investment received for services was decreased dramatically by $421,825 
compared to $1,641,000 in 1996 due to decision not to move forward with new 
clients in light of the delays in client  companies  receiving effective 
registration statements.  Additionally, the  Company realized a $540,221 gain 
from the sale of its investments for the year  ended  January 31, 1997 and 
$82,879 for the year ended January 31, 1996.  This  was  due  to  the  
increased liquidity of the Company's client companies stock  in  Gaming  
Venture  Corp.,  U.S.A.  and  Level Best Golf, Inc. and the Company's  need  
for  additional  cash  flow.   The Company had an increase in unrealized  
investment appreciation of $445,636 for the year ended January 31, 1997  and 
a decrease in unrealized investment appreciation of $366,084 for the year  
ended  January 31, 1996 due to the writedown of the Sports Legends, Inc.
investment.  The  Company abandoned fixed assets valued at $6,868.   The
Company distributed free trading investment shares of its client companies 
for services  in  1997  valued  at $395,156 compared to $9,947 in 1996. 
Accounts and notes  receivable  decreased  $3,900 in 1997 compared to a 
decrease in 1996 of $7,545.  The  1996  decrease reflects the collection of 
non-recurring advances during  1996.   The Company does not usually record 
amounts receivable for its services to clients as these services are paid for 
in advance by cash deposits and  the  issuance of common stock.   Such 
amounts are carried in the deferred revenue  account  until earned by the 
Company.   Accounts payable increased by $156,215 for the year ended January 
31, 1997 compared to an increase of $3,536 for  the  year  ended  January  
31,  1996  due  to  increased costs related to services performed on behalf 
of its client companies.   Deferred revenue decreased $1,180,058 for the year
ended  January 31, 1997 compared to an increase of $609,166 for the year 
ended January  31,  1996.   The decreased amounts in 1997 were due the 
Company's decision to decrease the number of client companies until current 
client companies had effective registration statements.   The increased 
amounts in 1996 were due to increased operations and entering into consulting 
agreements with additional client companies.  The provision for income taxes 
was $(212,270) for the year ended January 31, 1997 compared to $201,895 due 
to decreased revenues and increased general and administrative costs as a 
result of decreased operations.   Dividends payable decreased by $243,839 in 
1997 due to the Company's decision not to contract with additional client 
companies until current client companies needs were met.  Net cash used in
operating activities was $827,980 for the year ended January 31, 1997 
compared to net cash used in operating activities of $112,980 for the year 
ended January 31, 1996.

For the year ended January 31, 1996 compared to the year ended January 31,
1995.   The Company received total revenue of $1,305,938 (fee income of
$1,303,509 and interest income of $2,429) for the year ended January 31, 1996
compared to $387,675 (fee income of $387,208 and interest income of $467) for
the year ended January 31, 1995.   This significant increase was due to the
increased number of client companies which entered into consulting agreements
with the Company.  General and administrative expense increased from $214,391
to $481,370 for the year ended January 31, 1996.   The increase ($266,979) is
attributed to expanded efforts to generate new business and to service the
needs of an increased number of client companies.   The increase is composed
primarily of larger amounts incurred for salaries and wages ($184,000),
professional fees ($11,000), telephone charges ($9,500), travel expenses
($18,000), employee benefits ($8,600) and other costs.   The Company

<PAGE> 7

experienced net income of $339,379 for the year ended January 31, 1996
compared to a net income in 1995 of $187,960.   The net income is mainly due
to an increased number of active contracts with client companies.

Depreciation was $2,584 for the year ended January 31, 1996 compared to $1,136
in 1995.   The investment received for services was increased dramatically by
$1,641,000 compared to $882,000 in 1995 due to increased operations.
Additionally, the Company realized a $82,879 gain on its investments
for the year ended January 31, 1996 and $0 for the year ended January 31,
1995.   The Company had a decrease in unrealized investment appreciation of
366,084 for the year ended January 31, 1996 due to the writedown of the
Sports Legends, Inc. investment and an increase for the year ended January 31,
1995 of ($26,716).   The Company distributed free trading investment shares of
Applied Cellular Technology, Inc. for services in 1996 valued at $9,947
compared to $36,656 in 1995.  The decrease minus the decreased level of
service provided by the Company's employees related to the Applied Cellular
Technology, Inc. contract in 1996.   The Company expects that similar
distributions of client company securities may be made in the future as these
shares become registered, however, there is no formal plan or obligation to
distribute the share.   Accounts and notes receivable decreased $7,545 in 1996
compared to a decrease in 1995 of $22,965.   The 1995 decrease related to the
collection of a $35,000 account receivable for a stock subscription collected
in February, 1995.   The 1996 decrease reflects the collection of
non-recurring advances during 1996.   The Company does not usually record
amounts receivable for its services to clients as these services are paid for
in advance by cash deposits and the issuance of common stock.   Such amounts
are carried in the deferred revenue account until earned by the Company.
Accounts payable increased by $3,536 for the year ended January 31, 1996
compared to an increase of $953 for the year ended January 31, 1995.
Deferred revenue increased $609,166 for the year ended January 31, 1996
compared to an increase of $570,892 for the year ended January 31, 1995.
These increased amounts in 1996 were due to increased operations and entering
into consulting agreements with additional client companies. The provision for
income taxes was $201,895 for the year ended January 31, 1996 compared to
$10,375 due to increased revenues as a result of increased operations.   The
1995 amount was reduced by the use of a net operating loss that arose in the
prior year.   Net cash used in operating activities was $112,910 for the year
ended January 31, 1996 compared to net cash used in operating activities of
$55,054 for the year ended January 31, 1995.

Plan of Operation.   During January 1997, the Company determined that it was
unable to complete certain of its consulting projects and would be unable to
accept new consulting clients in the future. The Company has negotiated contract
termination agreements with all of its active clients which provide for the
immediate discontinuance of consulting services.  The termination contracts
provide that the Company retain as revenue all cash paid to date and that the
Company return all or a major portion on common stock issued to it by client
companies.

The Company currently intends to provide management services for cash only,
acquire businesses and assets as may provide gain for the shareholders.   The
Company may also choose to form corporations for the purpose of pursuing such
business ventures as are deemed potentially profitable by the Board of
Directors.









<PAGE> 8

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial Statements

INDEPENDENT AUDITOR'S REPORT
Board of Directors and Shareholders
Pratt, Wylce & Lords, Ltd.

We have audited the balance sheet of Pratt, Wylce & Lords, Ltd. as of January
31, 1997, and the related statements of operations, changes in net assets,
and cash flows for each of the two 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 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 Pratt, Wylce & Lords,
Ltd. as of January 31, 1997, and the results of its operations, changes in
net assets and cash flows for each of the two years then ended, in conformity
with generally accepted accounting principles.

As discussed in Note 1 to the financial statements, investment securities not
readily marketable amounting to $1,988,815 as of January 31, 1997, have been
valued at fair value as determined by the Board of Directors.  We have
reviewed the procedures applied by the directors in valuing such securities
and investments and have inspected underlying documentation, and in the
circumstances, we believe the procedures are reasonable and the documentation
appropriate.  However, because of the inherent uncertainty of valuation, the
Board of Directors' estimate of fair values may differ significantly from the
values that would have been used had a ready market existed for the
securities, and the difference could be material.


Winter, Scheifley & Associates, P.C.
Certified Public Accountants
Englewood, Colorado
February 21, 1997







<PAGE> 9

Pratt, Wylce & Lords, Ltd.
Balance Sheet
January 31, 1997
<TABLE>
<CAPTION>
ASSETS
<S>                                                                   <C>
Investments at market or fair value:
Investments in common stocks                                  $   673,809
Investments in common stocks - restricted                       1,868,816

Cash                                                               10,943
Account receivable                                                  1,100
Property and equipment, at cost, net of
  accumulated depreciation of $1,869                                4,289
                                                               ----------
                                                                2,558,957

LIABILITIES
Accounts payable                                                   11,658
Accrued expenses                                                   29,983
Payroll taxes payable                                             151,545
Accrued contract losses                                         1,868,816
                                                               ----------
                                                                2,062,002
                                                               ----------
                                                              $   496,955
                                                              ===========
NET ASSETS
Common stock, $.001 par value,
75,000,000 shares authorized,
2,874,596 shares issued and outstanding                      $     2,875
Additional paid-in capital                                       455,460
Unpaid subscriptions to common stock                             (31,500)
Undistributed operating income and investment
gains (losses):
  Accumulated operating losses                                         -
  Unrealized accumulated appreciation
  of investments                                                  70,120
                                                              ----------
                                                                  70,120
                                                              ----------
Net assets applicable to outstanding common
shares (equivalent to $.17 per share, based
  on outstanding common shares of 2,874,596)                  $  496,955
                                                              ==========
</TABLE>

See accompanying notes to financial statements.








<PAGE> 10

Pratt, Wylce & Lords, Ltd.
Statements of Operations
Years Ended January 31, 1997 and 1996

                                                      1997             1996
<TABLE>
<CAPTION>
Revenues:
<S>                                                  <C>              <C>
Fee income                                    $    679,955     $  1,303,509
Interest and dividend income                         5,557            2,429
                                               -----------      -----------
                                                   685,512        1,305,938
Costs and expenses:
     General and administrative                  1,486,122          481,370
     Losses on contract cancellations              307,250            -
     Interest expense                                6,600               89
                                               -----------      -----------
                                                 1,799,972          481,459
                                               -----------      -----------
Income from operations before
     before income taxes                        (1,114,460)         824,479
   Income (taxes) benefit                          335,191         (298,184)
                                               -----------      -----------
   Income from operations                         (779,269)         526,295

   Realized gain (loss) on investments             540,221           82,879
   Income (taxes)                                 (183,675)         (28,179)
                                               -----------      -----------
                                                   356,546           54,700
Increase (decrease) in unrealized
     appreciation of investments                   445,636         (366,084)
   Income (taxes) benefit                         (151,516)         124,468
                                               -----------      -----------
                                                   294,120         (241,616)
Net increase (decrease) in net assets
     resulting from operations                $   (128,603)   $     339,379
                                               ===========      ===========


Earnings (loss) per share:
     Net income from operations               $      (0.28)     $      0.20
     Net realized gains on investments                0.13             0.02
     Net unrealized gains (losses) on investments     0.10            (0.09)
                                               -----------      -----------
     Net income                               $      (0.05)     $      0.13
                                               ===========      ===========

    Weighted average shares outstanding          2,777,904        2,581,244
                                               ===========      ===========

</TABLE>
                 See accompanying notes to financial statements.








<PAGE> 11

Pratt, Wylce & Lords, Ltd.
Statements of Changes in Net Assets
Years Ended January 31, 1997 and 1996
<TABLE>
<CAPTION>
                                                     1997              1996
     <S>                                            <C>                <C>
Net income from operations                 $     (779,269)   $      526,295
Realized gain (loss) from investment               356,546           54,700
Net increase (decrease) in unrealized
 appreciation of investments                       294,120         (241,616)
                                              ------------      -----------
Net increase in net assets
  resulting from operations                       (128,603)         339,379
                                              ------------      -----------

Capital share transactions:
   Private sales of common stock                   223,250           64,044
Common stock issued for services                     3,125
Unpaid stock subscription                          (31,500)
Dividend in kind                                                   (396,000)
Cancellation of dividends                          452,161
                                              ------------      -----------
Total capital share transactions                   643,911         (328,831)
                                              ------------      -----------

Increase (decrease) in net assets                  515,308           10,548

Net assets at beginning of period                  (18,353)         (28,901)
                                              ------------      -----------
Net assets end of period                    $      496,955    $     (18,353)
                                              ============      ===========

</TABLE>
                 See accompanying notes to financial statements.








<PAGE> 12

Pratt, Wylce & Lords, Ltd.
Statements of Cash Flows
Years Ended January 31, 1997 and 1996

<TABLE>
<CAPTION>
                                                     1997              1996
        <S>                                            <C>            <C>
Cash flows from operating activities:
 Net income (loss)                              $   (128,603)    $   339,379
Adjustments to reconcile net income to net
cash provided by operating activities:
  Depreciation                                         3,699           2,584
  Investment stock received for services            (421,825)     (1,641,000)
  Unrealized appreciation investment                (445,636)        366,084
  Gain from sale of investments                     (540,221)        (82,879)
  Common stock issued for services                                     3,125
  Abandonment of fixed assets                          6,868
  Investment stock paid for services                 395,156           9,947
Changes in assets and liabilities:
(Increase) decrease in:
     Accounts and notes receivable                     3,900           7,545
(Decrease) increase in:
     Accounts payable                                156,215           3,536
     Accrued expenses                              1,778,634          67,708
     Deferred revenue                             (1,180,058)        609,166
     Dividends payable                              (243,839)
     Deferred income taxes                          (212,270)        201,895
                                                 -----------     -----------
      Total adjustments                             (699,377)       (452,289)
                                                 -----------     -----------
Net cash provided by (used in)
  operating activities                              (827,980)       (112,910)
                                                 -----------     -----------

Cash flows from investing activities:
  Proceeds from sale of investments                  563,646         104,123
  Purchase of fixed assets                              (875)         (5,742)
                                                 -----------     -----------
Net cash provided by (used in)
investing activities                                 562,771          98,381
                                                 -----------     -----------
Cash flows from financing activities:
  Common stock sold for cash                         185,750          64,044
  Repayment of notes payable                                            (261)
                                                 -----------     -----------
Net cash provided by (used in)
  financing activities                               185,750          63,783
                                                 -----------     -----------
Increase (decrease) in cash                          (79,459)         49,254

Cash, beginning of period                             90,402          41,148
                                                 -----------     -----------
Cash, end of period                             $     10,943   $      90,402
                                                 ===========     ===========
</TABLE>

                See accompanying notes to financial statements.








<PAGE> 13

Pratt, Wylce & Lords, Ltd.
Statements of Cash Flows
Years Ended January 31, 1997 and 1996

<TABLE>
<CAPTION>
                                                      1997              1996
   <S>                                                <C>              <C>
Amounts paid for:
    Income taxes                               $         -         $      -
    Interest                                   $     6,600         $      -


Supplemental disclosure of non-cash investing
and financing:
    Common stock issued for services           $      -          $     1,500
Investment in common stocks received for
      services provided                        $ 1,821,316       $   882,000
    Dividend in kind to stockholders           $   243,839       $   360,000
    Investment stock paid for services         $   395,156       $    36,656
</TABLE>

                  See accompanying notes to financial statements.









<PAGE> 14


Pratt, Wylce & Lords, Ltd.
Notes to Financial Statements

Note 1.  Summary of significant accounting policies.

Organization
The Company was incorporated in the State of Florida on May 22, 1986.  The
Company had limited operations from 1988 through 1990 and ceased operations
at that time.  The Company experienced a change in control and began
operations of its present business as of May 31, 1993.  The Company was
reincorporated in the State of Nevada on August 18, 1993.

The Company is in the business of providing financial consulting services for
corporate clients.  As compensation for these services, the Company receives
both cash and common stock of the companies to which it provides its
services.  The Company has elected to be treated as a Business Development
Company pursuant to Section 54 of the Investment Company Act of 1940.

During January 1997, the Company determined that it was unable to complete
certain of its consulting projects and would be unable to accept new
consulting clients in the future.  The Company has negotiated contract
termination agreements with all of its active clients which provide for the
immediate discontinuance of consulting services.  The termination contracts
provide that the Company retain as revenue all cash paid to date and that the
Company return all or a major portion on common stock issued to it by client
companies.

securities valuation
Investments in unrestricted securities that are traded in the over-the-
counter market are generally valued at the closing bid price on the last day
of the year.  Restricted securities and securities for which no public market
exist are valued at fair value as determined by the Board of Directors.
These securities are initially valued at the price per share provided for in
the client company's private sale of its securities.  Periodic adjustments to
the initial fair value are made when deemed appropriate by the directors
based upon intervening events or circumstances that would have a material
effect on the Company's ability liquidate the securities.  Such intervening
events and circumstances would include among others material changes in the
client's financial position and results of operations, doubts about the
client's ability to continue as a going concern, a petition in bankruptcy,
the discovery of a material legal or environmental claim, more recent sales
of non-trading securities or the abandonment of plans to complete a
registration of the securities for public sale.

Cash and cash equivalents
For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments purchased with a maturity of three months or less to
be cash equivalents.  The Company had no cash equivalents during the periods
presented.

Furniture and equipment
Furniture and equipment are stated at cost.  Depreciation is provided for by
the straight-line method over estimated useful lives as follows:

Equipment                        5 years

Revenue
Revenue from the sale of investments is recorded on settlement dates as
determined by independent brokers and dealers in securities. The use of trade
dates for determination of such revenue would not have a material effect on
reported amounts.  Revenue from consulting services is recorded ratably over
the term of the contract, usually a twelve month period.  Services to be
provided by the Company are set forth in writing and consist of consulting
services associated with raising both private and public financing for a
client company.  The company receives non-refundable cash payments and common
stock of the client company as compensation for its services.

Income taxes
Deferred taxes are provided to reflect the income tax effects of amounts
included for financial statement purposes in different periods than for tax
purposes, principally unrealized appreciation of investments and the
valuation of securities received as revenue, the constructive receipt of
which for income tax purposes precedes the establishment of fair value under
generally accepted accounting principles. Valuation of the securities for
income tax purposes is based on fair value at the date the shares are issued
to the Company, which is generally one to three months prior to the private
sale of stock by the client company.

Per share amounts
Per share amounts are computed using the weighted average number of shares
outstanding during the period

Concentration of credit risk
Financial instruments that potentially subject the Company to a concentration
of credit risk consist principally of cash and investments in client company
common stocks.  During the year the Company did not maintain cash deposits at
financial institutions in excess of the $100,000 limit covered by the Federal
Deposit Insurance Corporation. Client company common stocks are generally
thinly traded new issues traded in the over-the-counter market or securities

<PAGE> 15

for which no market exists.  Attempts by the Company or others to sell
substantial positions in these securities could have material negative
effects on quoted market prices and the resulting fair value of the
securities.

Estimates
The preparation of the Company's financial statements requires management to
make estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes.  Actual results could differ
from these estimates.  Management estimates the fair value of its investments
in securities for which no public market exists based on the factors
mentioned above.  It is reasonably possible that changes may occur in the
near future with respect to client company activities that would require
adjustment of the fair value of these securities.

Note 2.  Investments

Common stock of client companies is issued to the Company as payment for its
services and is recorded as revenue ratably over the term of the consulting
contract.  As indicated in Note 1, the Company has completed termination
agreements with all of its consulting clients.

Common stocks of client companies in the Company's possession at January 31,
1997 which returned to the client subsequent to that in accordance with the
termination agreements are valued at fair value and are shown as restricted
investments at that date and a corresponding liability has been recorded.
Revenues for the year ended January 31, 1997 do not include allocations of
the fair value of the securities returned to clients and the fair value of
the returned securities recorded as revenue in prior years as well as other
costs associated with the contract terminations are included in the provision
for contract termination losses in the accompanying statement of operations.

At January 31, 1997 the Company had investments in listed common equity
securities as follows:
<TABLE>
<CAPTION>
                                                            Historical    Fair
                                                  Shares      Cost       Value
      <S>                                           <C>        <C>        <C>
Free trading shares:
      Level Best Golf, Inc.                      51,601    $ 77,402   $148,352
      Gaming Venture Corp.                       13,444      20,166     55,457
      First Nordic (formerly Sherman Goelz)      55,000       5,000       -
                                                           --------   --------
                                                           $102,568   $203,809

Restricted shares:
       Coronado Industries, Inc.                100,000    $ 60,000   $350,000
</TABLE>

Fair value of securities as of January 31, 1997 was determined by reference
to prices quoted on the NASDAQ OTC Bulletin Board.

At January 31, 1997 the Company had investments in  common equity securities
for which no public market exists as follows:

<TABLE>
<CAPTION>
                                                        Historical       Fair
                                               Shares      Cost          Value
               <S>                               <C>         <C>          <C>

            Advanced Sterilizer Technology   230,000  $   345,000  $   345,000
            Rubicon Sports, Inc.             400,000      600,000      600,000
            Grand  Slam Licensing, Inc.      160,000      240,000      240,000
            Immune Technologies, Inc.        350,877      526,315      526,315
            Players Network                  185,000      277,500      277,500
            National Sorbents, Inc.          216,000      324,000         -
            Sports Legends, Inc.             226,500      339,750         -
                                                       ----------    ----------
                                                       $2,652,565    $1,988,815

Subsequent to January 31, 1997 the Company returned a substantial portion of
these securities to the respective issuers.  The shares retained by the
Company are as follows:

</TABLE>
<TABLE>
<CAPTION>
                                  Shares   Fair Value
       <S>                         <C>          <C>          
Advanced Sterilizer Technology    10,000  $    15,000
Rubicon Sports, Inc.              25,000       37,500
Grand  Slam Licensing, Inc.       10,000       15,000
Immune Technologies, Inc.         10,000       15,000
Players Network                   25,000       37,500
Sports Legends, Inc.             226,500         -
                                           ----------
                                           $  120,000
</TABLE>


<PAGE> 16


The shares of Sports Legends, Inc. were issued to the Company during
September 1994.  The Board of Directors has determined that intervening
events and circumstances have arisen that would require adjustment of the
fair value of these securities as of January 31, 1996 to zero value.
Specifically, the company has suffered significant deterioration of financial
position and results of operations, has filed for bankruptcy and has halted
its efforts to register its securities for public sale.  Consequently, the
Board of Directors has serious doubts about its ability to recover its
investment in Sports Legends, Inc

The shares of National Sorbents, Inc. were issued to the Company during
November 1995.  The Board of Directors has determined that intervening events
and circumstances have arisen that would require adjustment of the fair value
of these securities as of January 31, 1997 to zero value.  Specifically, the
company has suffered significant deterioration of financial position and
results of operations and has halted its efforts to register its securities
for public sale.  Consequently, the Board of Directors has serious doubts
about its ability to recover its investment in National Sorbents, Inc.

Other securities for which no public market exists as of January 31, 1997
were valued at their initial fair value, which in all cases amounted to $1.50
per share.  No intervening events or circumstances occurred subject to the
initial valuation of these securities that would require an adjustment to
their valuation as of January 31, 1997.

During the year ended January 31, 1996, the Company sold 16,063 shares of
Applied Cellular Technology, Inc. (ACT) shares for which it received an
aggregate of $104,123.  The Company's cost basis in the shares was $24,095.
Additionally during the year the Company transferred 2,000 ACT shares to
others for services provided to the Company.  The aggregate market value of
the shares at the transfer dates was $9,947 and such amount was charged to
operations during the period.  The Company's cost basis in the shares was
$3,000.  The Company recorded a gain from disposition of its ACT shares of
$82,879 for the year ended January 31, 1996.  Additionally during 1996 the
Company received 13,336 ACT shares for services performed after expiration of
the original service contract.  These shares were valued at the market price
for ACT stock at the issue date which amounted to an aggregate of $53,000 for
10,000 free trading shares and at the market price for 3,336 restricted
shares for an aggregate of $12,000.

During the year ended January 31, 1997, the Company completed the following
transactions with respect to its portfolio of listed securities:

Sales for cash
<TABLE>
<CAPTION>
                                 Shares      Proceeds      Gain
<S>                                <C>          <C>          <C>
Applied Cellular Technologies    11,502     $ 52,674      $  5,516
Gaming Ventures, Inc.            45,500     $158,290      $ 90,040
Level Best Golf                  95,500     $352,682      $209,432
</TABLE>

Distribution for services
<TABLE>
<CAPTION>
                                 Shares      Proceeds      Gain
<S>                                <C>         <C>           <C>
Applied Cellular Technologies     5,843     $ 23,919      $   -
Gaming Ventures, Inc.            62,500     $248,437      $155,777
Level Best Golf                  28,896     $122,800      $ 79,456
</TABLE>

Distribution as dividends
<TABLE>
<CAPTION>
                                 Shares       Cost
<S>                                 <C>       <C>
Gaming Ventures, Inc.            63,556     $ 95,334
Level Best Golf                  99,003     $148,505
</TABLE>

Company owns less than 15% of outstanding common stock of its client
companies.


Note 3.  Furniture and equipment

Furniture and equipment consists of the following at January 31, 1997:

Office equipment                                $    6,158
Less accumulated depreciation                       (1,869)
                                                 ---------
                                                $   13,981

Depreciation expense charged to operations was $3,699 and $2,584 during the
years ended January 31, 1997 and 1996 respectively.


<PAGE> 17

In connection with the termination of its consulting contracts as discussed
in Note 1, the Company ceased operations in its Denver, CO office and
transferred $12,773 (net book value of $6,867) of office equipment to a
former employee in exchange for cash of $1,100.  The Company recorded $5,767
of compensation expense in connection with the transfer of assets.

Note 4.  Capital share transactions

During the period covered by these financial statements the Company issued
shares of common stock without registration under the Securities Act of 1933.
Although the Company believes that the sales did not involve a public
offering of its securities and that the Company did comply with the "safe
harbor" exceptions from registration under section 4(2), it could still be
liable for rescission of the sales if such exceptions were found not to
apply.

During the year ended January 31, 1996 the Company issued 72,146 shares of
its common stock to a limited investor group for cash aggregating $64,044 and
issued 2,500 shares of common stock to an employee for services valued at
$3,125.

During the year ended January 31, 1997 the Company issued 161,950 shares of
its common stock to a limited investor group for cash aggregating $185,750
and issued 150,000 shares of common stock for the exercise of common stock
options valued at $39,000 of which $31,500 remained unpaid at January 31,
1997.

Note 5.  Commitments

The Company rents equipment under an operating lease which provides for
annual base rents through August 31, 1997 of $7,677.  The operating lease
was for equipment in use in the Denver, CO office and the lease agreement
has been assumed by a former employee of the Company.

During the year ended January 31, 1996, the Company negotiated operating
leases for executive office space in two locations.  The resulting lease
commitment under these agreements is as follows:

Years ending
January 31,
1998         $  790
              -----
Total        $  790

Rent expense for office facilities and equipment amounted to $14,338 and
$7,254 for the years ended January 31, 1997 and 1996, respectively.

Note 6. Dividends in kind

The Company's declares a dividend in kind for a portion of the securities it
receives from its clients on a pro rata basis to its stockholders at the time
such shares are received by the Company.  The distribution of the dividend
shares is made at the effective date of a registration statement that
establishes a public market for the shares.

During the year ended January 31, 1996, the Company declared dividends for
104,000 shares of Trinity Works, Inc., and 65,000 shares each for Gaming
Ventures, Inc., Grand Slam Licensing, Inc., Players Network and National
Sorbents, Inc. at  a time when the fair value of the stock was $1.50 per
share.  Distribution of these shares is contingent upon the effective
registration of the shares for public sale.  Since the Company maintained
insufficient retained earnings at the date the dividends were accrued, a
portion of the dividends have been accounted for as a return of paid-in-
capital.  During the year ended January 31, 1996 the Sports Legend's Inc.
dividend was canceled  as it is unlikely that the company will complete its
proposed public offering.  The value of the dividends  accrued (net of the
cancellation) during the year ended January 31, 1996 amounted to $396,000 or
$.15 per share of the Company's common stock.

In connection with the cancellation of the Company's consulting contracts as
described in Note 1, the Company canceled dividends accrued during 1996 and
1997 aggregating $452,161.  Additionally during 1997, the Company distributed
shares of client common stocks to its shareholders as described in Note 2.


Note 7. Note payable

Note payable at January 31, 1996 consists of an equipment purchase contract
due in monthly installments of $117 including interest at 11.75% through
October 1999.  Principal repayments are due $972 in 1997, $1,085 in 1998,
$1,213 in 1999 and $1,002 in fiscal year 2000.  The Company's telephone
system (historical cost $4,563) serves as collateral for this note.  The note
was assumed by a former employee in connection with closure of the Company's
Denver office.






<PAGE> 18

Note 8. Income taxes

The income tax provision recorded in the year ended January 31, 1995 consists
of deferred income taxes on unrealized gains on the Company's investment
portfolio and assumes full utilization of the net operating loss carryforward
available from the prior year.  The provision recorded for 1996 consists of

deferred income taxes due to timing differences in recording investment stock
revenue for federal income tax purposes.  A deferred tax asset has been
recorded for the tax effect of unrealized losses in investments.

A reconciliation of federal income taxes computed at statutory rates to the
provision for income taxes is as follows at January 31, 1996:

<TABLE>
<CAPTION>
                                                          1996
<S>                                                        <C>
Taxes computed at statutory  rates (34%)                $ 184,033
Utilization of net operating
 loss carryforward                                        (44,336)
 Surtax (exemption)                                       (10,970)
 State income taxes                                        17,862

 Provision for income taxes                             $ 201,895
</TABLE>


Note 9.  Sales to major customers

During the years ended January 31, 1997 and 1996, the Company recorded
revenue for services provided to client companies that comprise greater than
10% of total revenues as follows:
<TABLE>
<CAPTION>
                                                1996       1995
<S>                                             <C>         <C>

Applied Cellular Technology                 $   -       $  106,188
Level Best Golf, Inc.                       $ 68,642    $  268,667
Sports Legends, Inc.                                    $  183,571
Gaming Ventures, Inc.                                   $  271,542
Grand Slam Licensing, Inc.                              $  200,000
Trinity Works, Inc.                         $ 73,252    $  154,250
Casinovations, Inc.                         $ 82,500
Immune Technologies, Inc.                   $ 90,000
</TABLE>

Note 10. Stock option plan

During 1995, the Company adopted the 1995 Non-Statutory Stock Option
Plan which provides for granting to the Company's officers, directors,
employees and certain other individuals who consult with or advise the
Company, options to acquire up to 750,000 shares of the Company's common
stock.  The shares issuable under the 1995 plan are at a price not less
than 85% of the fair market value of the stock on the date of grant.  The
exercise periods of the options are not to exceed ten years.  No options
have been granted pursuant to the plan as of January 31, 1997.


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

Neither during the twenty-four months prior to the date of the Company's
financial statements included herein nor in any subsequent period thereafter
did the Company file a Form 8-K with the Securities and Exchange Commission
reporting a change of accountants involving a disagreement of any matter of
accounting principles or practices of financial statement disclosure.












<PAGE> 19

PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Board of Directors.  The following persons listed below have been retained to
provide services as director until the qualification and election of his
successor, except for Mr. and Mrs. Miles who are not directors of the Company.
All holders of Common Stock will have the right to vote for Directors of the
Company.  The Board of Directors has primary responsibility for adopting and
reviewing implementation of the business plan of the Company, supervising the
development business plan, review of the officers' performance of specific
business functions.  The Board is responsible for monitoring management, and
from time to time, to revise the strategic and operational plans of the
Company.    Directors receive no compensation or fees for their services
rendered in such capacity.

The Executive Officers and Directors are:
<TABLE>
<CAPTION>
Name                            Position           Term(s) of Office
   <S>                            <C>                     <C>
Timothy Miles, age 49     President/Treasurer       May 1993 to present

MaryEllen Miles, age 35   Vice President/Secretary  May 1993 to present

Elizabeth Gheen, age 49   Director                  May 1993 to present

Mitsuo Tatsugawa, age 62  Director                  May 1993 to present
</TABLE>

Mr. Alan Filson and Mr. Stephen Jones resigned as directors in December, 1996
due to the requirements of the Investment Company Act of 1940 regarding
disinterested directors.

Resumes:

Timothy J. Miles.   Mr. Miles is currently the President and Treasurer of the
Company.  Mr. Miles works full time for the Company.   Previously, Mr. Miles
was a stock broker for Paulson Securities from 1991 to May, 1993 when he
became President/Treasurer of the Company.   From 1989 to 1991, Mr. Miles was
a stock broker for Exel Securities.

MaryEllen Miles.   Mrs. Miles is currently the Vice President and Secretary
for the Company.   She is married to Mr. Timothy Miles, President of the
Company.   Mrs. Miles worked full time as a foster care provider for Clear
Creek County and was the President of Clear Creek Foster Parents Association
from January, 1995 to January, 1996.   From 1988 to 1991, she worked as a
legal assistant at Rothgerber, Appel, Powers & Johnson.   Mrs. Miles is
certified as a Paralegal through the Denver Paralegal Institute.   From 1986
to 1987, Mrs. Miles worked as an Officer Manager for Lifespring, Inc., a
corporation which conducts personal growth seminars in San Rafael, California.
From 1984 to 1986, she worked as a Sale Administrator for J-Tron, Inc. in San
Jose, California.

Elizabeth Gheen.   Mrs. Gheen is currently a Director the Company.   Since
1990, she has been employed as an office manager for South County Feed and
Ranch Supply, Inc. in Gonzales, California.   From 1989 to 1990, she was an
Administrative Assistant for Insurance Center of Salinas in Salinas,
California.  Prior to that, Mrs. Gheen was the Bookkeeper and in charge of
Personnel for Salinas Disposal, Inc. from 1984 to 1989.   Mrs. Gheen is a
member of the Monterey Bay Equestrians.

Mitsuo Tatsugawa.  Mr. Tatsugawa is currently a Director of the Company.   Mr.
Tatsugawa received his Bachelor of Science degree from Utah State University
in 1959 and a Master in Business Administration from the University of Utah.
He served in the US Army at US Army Europe Headquarters in Heidelberg,
Germany.   Mr. Tatsugawa  worked for fifteen years in various program
management duties with United Technology Center.   Upon receiving his masters
degree, he entered the perishables commodity market as general manager,
secretary/treasurer of a large cut flower nursery.   During this period, he
also taught at the junior college level on various business subjects and holds
a lifetime teaching credential from the California State Junior College
System.   Mr. Tatsugawa has been self employed as a consultant/broker in
Mitsuo Tatsugawa Sales and Service, a sales/brokerage business of cut flowers
and strawberries and raspberries since 1988.   Mitsuo Tatsugawa Sales and
Service sells these products to wholesalers and jobbers nationwide.  Mr.
Tatsugawa provides consulting advise to producers of cut flowers on the
marketing of their product.

Conflicts of Interest.   The Corporation will be subject to various conflicts
of interest between the Corporation and its Affiliates.  Since the executive
officers and directors will control the daily operations of the Corporation
and its Affiliates, there may be occasions when the interests of the
Corporation's Affiliates may be inconsistent with the interests of the
Corporation.  The risk exists that such conflicts will not be resolved in the
best interest of the Corporation.

Allocation of Management Time.  The Corporation will rely on its sole
officer to manage the Corporation's business operations.  Currently Mr.
Timothy Miles is controlling the operations of the Corporation.  Mr. Miles

<PAGE> 20

currently devotes all of his time for the operation of the Corporation.
Mrs. Miles currently devotes approximately less than 5% of her time for the
operation of the Corporation and will devote as much of her time to the
business of the Corporation as in her judgment is reasonably necessary to
operate the Corporation in a profitable manner.  As such, and until all of
their positions become "full time," there will be conflicts of interest in
allocating management time, services and functions between the Corporation and
its Affiliates.   These individuals may engage for their own account, or for
the account of others in other business ventures for which the Corporation
shall not be entitled to any interest.

The Corporation may, at some time in the future, compete for the management
services of the current and future officers of the Corporation.  As a result,
these individuals may be placed in a position where their decision to favor
other operations in which they are associated over those of the Corporation
will result in a conflict of interest.   It should also be noted that it may
be expedient for them to favor one operation over another since their
participation in such operations will vary.  In allocating their time, they
will recognize their fiduciary obligations to the Corporation, the prevailing
industry standards and the financial situation of the Corporation.

Conflicts of Interest Policy.  The Corporation has adopted a policy that
any transactions with directors, officers or entities of which they are also
officers or directors or in which they have a financial interest, will only be
on terms consistent with industry standards and approved by a majority of the
disinterested directors of the Corporation's Board of Directors.    No such
transactions by the Corporation shall be either void or voidable solely
because of such relationship or interest of directors or officers or solely
because such directors are present at the meeting of the Board of Directors of
the Corporation or a committee thereof which approves such transactions, or
solely because their votes are counted for such purpose if: (i) the fact of
such common directorship or financial interest is disclosed or known by the
Board of Directors or committee and noted in the minutes, and the Board or
committee authorizes, approves or ratifies the contract or transaction in good
faith by a vote for that purpose without counting the vote or votes of such
interested directors; or (ii) the fact of such common directorship or
financial interest is disclosed to or known by the shareholders entitled to
vote and they approve or ratify the contract or transaction in good faith by a
majority vote or written consent of shareholders holding a majority of the
Common Shares entitled to vote (the votes of the common or interested
directors or officers shall be counted in any such vote of shareholders), or
(iii) the contract or transaction is fair and reasonable to the Corporation
based on the material similarity of terms to recent consulting agreements not
involving interested parties, or in all other agreements by competitive bids,
at the time it is authorized or approved.  In addition, interested directors
may be counted in determining the presence of a quorum at a meeting of the
Board of Directors of the Corporation or a committee thereof which approves
such transactions.

Non-Qualified and Incentive Stock Option Plans.   During 1995, the Company
adopted the 1995 Non-Statutory Stock Option Plan which provides for granting
to the Company's officers, directors, employees and certain other individuals
who consult with or advise the Company, options to acquire 750,000 shares of
the Company's common stock.   The shares issuable under the 1995 plan are at a
price not less than 85% of the fair market value of the stock on the date of
grant.   The exercise periods of the options are not to exceed ten years.

The Plan was suspended by the Board of Directors on June 12, 1996 and any
options granted in 1996 were suspended.


ITEM 10.  EXECUTIVE COMPENSATION

The following table sets forth certain summary information concerning the
total remuneration paid or accrued by the Company, to or on behalf of the
Company's Chief Executive Officer and the Company's executive officers
determined as of the end of each of the last three years.








<PAGE> 21


SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>

                                                                        Long Term Compensation   
                   Annual Compensation                              Awards                   Payouts
<S>                <C>         <C>           <C>         <C>            <C>            <C>        <C>      <C>
(a)                (b)         (c)           (d)         (e)            (f)            (g)        (h)      (i)  
                                                         Other                                             All
Name                                                    Annual        Restricted                 LTIP     Other 
and                                                     Compen-       Stock           Options/   Pay-     Compen-
Principal                      Salary         Bonus     sation        Awards           SARs      Outs     sation
Position            Year        ($)            ($)        ($)           ($)             ($)      ($)        ($)

Timothy Miles
 President, 
 Treasurer         1994       $32,500           -          -             -                -        -         - 
 Chief Financial 
   Officer         1995       $52,500           -          -             -                -        -         -
                   1996      $177,000           -          -             -                -        -         -
</TABLE>

 (1) No other officer has received compensation in the last three years.   The
above compensation refers to the year ended January 31, 1994, for the year
ended January 31, 1995 and for the year ended January 31, 1996.  Additionally,
in the year ended January 31, 1995, Mr. Miles received 7,785 common shares of
Applied Cellular Technology, Inc.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tabulates holdings of shares of the Company by each person who,
subject to the above, at the date of this prospectus, holds of record or is
known by Management to own beneficially more than 5.0% of the Common Shares
and, in addition, by all directors and officers of the Company individually
and as a group.   Each named beneficial owner has sole voting and investment
power with respect to the shares set forth opposite his name.


Shareholdings at Date of
This Prospectus
 <TABLE>
<CAPTION>    
                                               Percentage of
                               Number & Class     Outstanding
Name and Address                 of Shares       Common Shares
<S>                                  <C>             <C>
Timothy Miles(1)(2)
#9 Niblick
Hilton Head Island, SC 29938       451,183         17.40%

MaryEllen Miles(1)(2)
#9 Niblick
Hilton Head Island, SC 29938       451,183         17.40%

Elizabeth Gheen
9070 Coker Road
Salinas, CA 93907                  300,770          11.60%

Mitsuo Tatsugawa
220A San Benancio Road
Salinas, CA 93908                  360,924          13.92%

Stephen A. Jones
24285 Hillview Drive
Laguna Niguel, CA 92677            160,501           6.19%

Alan R. Filson
7270 Oakbay Drive
Noblesville, IN 46060              150,693           5.81%

All Directors & Officers
as a group (4)                   1,112,807          42.90%
</TABLE>

(1)Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, beneficial ownership of a security consists of sole or shared voting
power (including the power to vote or direct the voting) and/or sole or shared
investment power (including the power to dispose or direct the disposition)
with respect to a security whether through a contract, arrangement,
understanding, relationship or otherwise.

Unless otherwise indicated, each person indicated above has sole power to
vote, or dispose or direct the disposition of all shares beneficially owned,
subject to applicable community property laws.

(2)Includes Timothy Miles and MaryEllen Miles, who is married to Mr. Miles,
who together constitute a "group," as that term is defined in Section 13D of
the Securities Exchange Act of 1934, as amended.

<PAGE> 22

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Marital Relationship.   Mr. Timothy Miles and Mrs. MaryEllen Miles are
married.


ITEM 13.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)  Financial Statements and Schedules

The following financial statements and schedules are filed as part of
this report:

Independent Auditor's Report
Balance Sheet as of January 31, 1996
Statement of Operations for Period from Inception to January 31, 1996
Statement of Cash Flows for Period from Inception to January 31, 1996
Statement  of Changes in Stockholder's Equity for Period from Inception
  to January 31, 1996
Notes to Financial Statements

(b)  List of Exhibits

The following of exhibits are filed with this report:

(2)      Articles of Incorporation incorporated by reference to Form 10SB
         File Number 0-25792
(2.1)    Articles of Merger incorporated by reference to Form 10SB,
         File Number 0-25792
(2.2)    Bylaws incorporated by reference to Form 10SB, File
         Number 0-25792
(3)      Common Stock Certificate incorporated by reference to Form
         10SB, File Number 0-25792
(6)      Consulting Agreement with Applied Cellular Technology
         (formerly Axcom Information Technology, Inc.) incorporated
         by reference to Form 10SB, File Number 0-25792
(6.1)    Consulting Agreement with Level Best Golf, Inc. incorporated
         by reference to Form 10SB, File Number 0-25792
(6.2)    Consulting Agreement with Sports Legends, Inc. incorporated
         by reference to Form 10SB, File Number 0-25792
(6.3)    Consulting Agreement with Gaming Venture Corp. USA
         incorporated by reference to Amendment 1 to Form 10SB,
         File Number 0-25792
(6.4)    Consulting Agreement with Grand Slam Licensing, Inc.
         incorporated by reference to Form 10SB, File Number 0-25792
(6.5)    Consulting Agreement with Trinity Works, Inc. incorporated
         by reference to Amendment 1 to Form 10SB, File Number
         0-25792
(6.6)    Consulting Agreement with Players Network incorporated by
         reference to Amendment 2 to Form 10SB, File Number 0-25792
(6.7)    Consulting Agreement with National Sorbents, Inc. incorporated
         by reference to Amendment 2 to Form 10SB, File Number 0-25792
(6.8)    Consulting Agreement with Federated Financial Services, Inc.
         incorporated by reference to Amendment 2 to Form 10SB, File
         Number 0-25792
(12)     1995 Non-Statutory Stock Option Plan incorporated by reference to
         Amendment 3 to Form 10SB, File Number 0-25792


Reports filed on Form 8-K.

The Company filed no reports on Form 8-K during the fourth quarter of the
Company's fiscal year ended January 31, 1997.







<PAGE>23

SIGNATURES

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

Date:   June 2, 1997          PRATT, WYLCE & LORDS, LTD.


                              /s/ Timothy Miles
                             ---------------------------
                              By: Timothy Miles, President

Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, 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: June 2, 1997
/s/ Timothy Miles
---------------------------
Timothy Miles, President, Chief Financial Officer,
Controller, Chief Executive Officer



Date: June 2, 1997
/s/ Mits Tatsugawa
---------------------------
Mits Tatsugawa, Director


Date: June 2, 1997
/s/ Elizabeth Gheen
---------------------------
Elizabeth Gheen, Director