U.S. SECURITIES AND EXCHANGE COMMISSION

                         Washington, D.C. 20549




                              FORM  10-KSB




            ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

                 THE SECURITIES EXCHANGE ACT OF 1934




For fiscal year ended March 31, 1996	           Commission File No. 0-25810





                        ISO BLOCK PRODUCTS USA, INC.

            (Exact name of registrant as specified in its charter)


          	COLORADO                                84-1026503

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


 	8037 South Datura Street
	 Littleton, Colorado 80120                      (303) 795-9729

(Address of Principal's Executive        (Registrant's Telephone No.
         Offices)                               incl. area code)



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


 Securities registered pursuant to Section 12(g) of the Act:   Common
Stock, $.0001 par value.


 Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or 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        No   X


 Indicate by check mark if no disclosure of delinquent filers in response
to Item 405 of Regulation S-B will be contained in this form, and no
disclosure will be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in
Part III of this Form 10-KSB or any amendment to this Form 10-KSB.

 Yes         No   X


 The registrant's revenues for its most recent fiscal year were
$620,739.


 The aggregate market value of the 1,129,321 shares of common stock of
the registrant held by non-affiliates on February 28, 1997 was not
determinable.


 At February 28, 1997, a total of 1,980,821 shares of common stock were
outstanding.




                                  PART I



Item 1.	Description of Business.

        Background

          Iso Block Products USA, Inc. ("Company") was incorporated under the
        name Champion Computer Rentals, Inc. on April 28, 1986 under the laws
        of the State of Colorado.  From inception until March 31, 1992, the
        Company engaged in the business of assembling and marketing computers
        on a rent-to-own basis, renting computers and peripheral equipment on
        a short-term basis and selling various types of computer supplies and
        software to retail customers.  In 1988, the Company registered its
        common stock with the Securities and Exchange Commission on Form S-18
        and completed an initial public offering of securities.  As of March
        31, 1992, the Company had ceased all such operations.  Its current
        business aims are described herein. Effective September 21, 1994,
        the Company changed its name from Champion Computer Rentals, Inc. to
        ISO BLOCK PRODUCTS USA, INC.


        Prior Business

          On March 28, 1994, the Company entered into an Agreement and Plan
        of Reorganization ("Reorganization Agreement") with R-S Iso-Block
        Produktions GmbH, a German limited liability company ("Iso-Block
        GmbH"), Josef Ratey, an individual ("Ratey"), Helge Seidel, an
        individual ("Seidel"), and R-S Plus Investment Corp., a Florida
        corporation ("R-S PLUS").  Pursuant to the Reorganization Agreement,
        on March 31, 1995 the Company purchased from Ratey and Seidel all
        of the equity interest in Iso-Block GmbH, and purchased from
        R-S Plus all of its right, title and interest in and to Iso-Block
        GmbH, including all R-S Plus property heretofore contributed to
        Iso-Block GmbH and all R-S Plus's rights to Iso-Block profits, in
        exchange for the issuance of an aggregate of 2,000,000 shares of
        the Company's authorized but heretofore unissued common stock, no
        par value (the "Exchange Shares").  In addition, Mr. Ratey, Mr.
        Seidel and R-S Plus were entitled to receive options for a two-year
        period to purchase an aggregate of not more than 1,000,000 shares
        of the Company at a nominal price in order too prevent their
        aggregate equity interest in the Company from being diluted below
        57%.   In 1995, Iso-Block GmbH changed its name to R-S ISO-Block
        Produktions und Bautrager GmbH, which permitted it to engage in
        the business of constructing buildings as well as manufacture and
        production of building materials.



          In fiscal years ended 1995 and 1996, Iso-Block GmbH had certain
        operations in Germany.  The Company wound down such operations in
        the closing months of 1996. See Part II, Item 6 below.



        Current Business of the Company

          The Company now functions entirely as an US company engaged in
        the business of residential home construction as general contractor
        as well as the holding company of Franchise Connection, Inc.,
        ("Franchise Connection") a strategic conglomerate of new and
        emerging franchise companies and a team of franchise experts that
        work together to match the aspirations of entrepreneurs with viable
        analogous franchise concepts.



        Residential Home Building.

          The demand for housing in Colorado has exploded during the 1990s
        because of the  migration to Colorado of numerous large corporations
        as well as the expansion of Colorado domiciled businesses due to
        the current excellent economic climate. February, 1997 home sales
        in the Denver Metro area was the second best on record in which
        5,297 homes were placed under contract in contrast with February,
        1992 in which there were 3,436 homes  placed under contract. It is
        estimated that the only factor which could slow home sales in the
        Denver area would be rising  mortgage interest rates.  The
        Company believes the strong housing market will allow it to build
        custom homes very profitably.



        Franchising Operations

          Franchise Connection, Inc. was incorporated in Colorado in 1996
        with headquarters in Denver, Colorado.  The Company plans to
        form strategic partnerships with prospective or existing
        franchise operations ("Franchisors") under which it will provide
        them with marketing and sales services plus business and legal
        services in return for an equity interest in, and/or a portion
        of their royalties.  It is targeting private companies which are
        seeking to franchise expertise or financial capacity to
        successfully engage in franchising.  The Company will offer
        comprehensive franchise marketing and consulting services to its
        Franchisors companies including operations, personnel,
        management, training, legal and financial advice.  In addition,
        Franchise Connection will assume total responsibility for the
        recruitment of franchisees.

          This will include national media advertising, trade show attendance,
        and other forms of promotion supported by a commissioned sales staff.



          In the evaluation of a prospective Franchisor, the Company will
        generally be guided by a number of factors, including analysis
        of a prospect's financial position, the experience of its
        management, the product, service and/or concept offered and the
        identification of its competitors, as well as its ability to
        show a profit at the franchisee level.  To date, Franchise
        Connection has established a strategic partnership with several
        companies which will be the initial base franchises.  Franchise
        Connection receives a franchise sales commission plus has
        varying interests in each company ranging from full ownership to
        a royalty agreement.  The initial base franchises include
        Brilliant Marketing! Inc., a small business marketing and
        training firm wholly owned by Franchise Connection which offers
        a step-by-step, comprehensive, consistent marketing system that
        is custom designed for each client; ENCORE NAILS, a nail salon
        which offers women a nail covering which is attractive and
        durable using a revolutionary, proprietary process;
        HYDRO-PHYSICS, a pipe inspection service using video technology
        to inspect or locate underground water or sewer pipe breakages;
        and, FOOT LAB, a full service, compact, self contained, insole
        "foot bed" manufacturing station which can produce a foot
        platform that is custom shaped to a person's foot.



          There are many firms engaged in the business of franchising small
        companies, and competition is fierce. Franchise Connection believes
        that its particular marketing orientation (the marketing of less
        expensive franchises of low-entry cost businesses) combined with
        Johnny Wilson's experience and background will enable it to be
        successful.



          Franchise Connection and its subsidiaries currently employ 2
        people in full-time positions and employ others as needed. Staff
        will be added only as needed, and there is a labor pool or
        persons with experience in the business of Franchise Connection
        available at a reasonable cost.



        Employees

          The Company 's only employees are its executive officers, who
        devote most of their time to Company affairs, and the two employees
        of Franchise Connection, Inc.



Item 2.	Description of Property.


          The Company occupies facilities provided at no charge by its
        President, Mr. Egin Bresnig in his residence; these facilities are
        expected to be adequate in the near term, through fiscal 1997.
        Franchise connection leases from unaffiliated parties approximately
        1,000 square feet of space in the Denver area. Management of
        Franchise Connection believes that these facilities will be
        sufficient for their needs for at least the next twelve months.



Item 3.	Legal Proceedings.



          The Company and its President, Egin Bresnig, have been named as
        defendants in Texas Finance Incorporated v. Iso Block Products
        USA, Inc., et al., filed in the United States District Court for
        the District of Colorado, Civil Action No. 96-WM-1961. The suit
        alleges among other things that the plaintiff purchased
        securities of the Company in reliance upon misleading statements
        knowingly made by the Company, Mr. Bresnig and others, and seeks
        return of the price paid for the securities plus damages under
        various federal and state securities laws. The Company has not
        answered the lawsuit but has instead filed a motion to dismiss
        the complaint upon various grounds, including among others that
        plaintiff has sustained no damages and lacks standing to bring
        the action. The Company intends to vigorously defend the action
        if it does not prevail on its motion to dismiss. Management
        believes that, should the action go to trial, the Company will
        prevail on the merits.  Otherwise, the Company is not subject to
        any pending or threatened legal proceedings.



Item 4.	Submission of Matters to a Vote of Security Holders.


          No matters were submitted to the Company's security holders
        during the fiscal year ended March 31, 1996.



PART  II



Item 5.	Market for Common Equity and Related Stockholder Matters.

        Market Information

          The Company's outstanding Common Shares are not publicly quoted
        or traded, nor were they traded during the two fiscal years
        ended March 31, 1996. The Company intends to arrange in the
        second calendar quarter of 1997 for the quotation and trading of
        its shares in the over-the-counter markets.  There is no
        assurance that an active market will arise in the Company's
        shares.



        Holders

          The Company had 325 shareholders of record as of February 28,
        1997, which does not include shareholders whose shares are held
        in street or nominee names.



        Dividends

          The Company does not expect to pay a cash dividend upon its
        capital stock in the foreseeable future. Payment of dividends in
        the future will depend on the Company's earnings (if any) and
        its cash requirements at that time.



Item 6.	Management's Discussion and Analysis or Plan of Operation.


        Business Operations

          The Company's principal business operations through March 31,
        1992 consisted of leasing out computers, peripheral products and
        software.  The Company realized only nominal revenues through
        March 31, 1992.  Due to lack of significant revenues or
        operations, the Company remained in the developmental stage, as
        defined in Financial Accounting Standards Board Statement No. 7
        until fiscal year ended March 31, 1994.



          The first half of the business year of 1994 was occupied in
        establishing the infra structure to gear up for the planned
        operational activities of the German subsidiary, Iso-Block GmbH.
        Securing authorization to construct homes as a general contractor
        and obtaining  the necessary financing in Germany became a
        bureaucratic nightmare. The Company had a very difficult time
        trying to raise capital to start single-family and multi-family
        developmental projects as a general contractor. The Company decided
        to begin building single family custom homes at first, using the
        Company's proprietary building system, before attempting larger
        and more aggressive projects. Not until the first quarter of 1995
        was the Company able to raise sufficient additional capital to
        begin operations.



          The Company had a difficult but promising start, and the wholly
        owned subsidiary Iso-Block GmbH began custom home construction
        in Germany in the second quarter of 1995. A proof-of-concept
        home was built to demonstrate the Company's proprietary building
        system, several homes were completed for customers and others
        were initiated. Bigger projects were planned, some with partial
        financing from local governments. The weather in Germany in the
        fall and winter of 1995 (third and fourth quarter 1995) did turn
        so bad that it was practically impossible, under those circumstances,
        to build anything for several months. Also a very negative
        business climate developed in Germany with an abnormally high
        unemployment rate, the highest since Word War II. We were,
        however, successful in raising additional capital and hoped for
        better weather and a better economy in Germany. The weather
        improved but the business climate in Germany has not. The
        construction industry, in general, in Germany hit bottom in 1995.



          The financial statement section  below discloses operating
        losses the past two years of approximately  $800,000 of which
        the major amount was due to the very adverse business climate in
        Germany as outlined above.  However, in addition the previous
        Chairman of the Board and CEO, Mr. Josef Ratey, resident of
        Germany,  and the Company's major shareholder did not provide
        the required direction and guidance.  Mr. Helge Seidel, manager
        of Iso-Block GmbH  continued fighting an uphill battle trying
        to build houses in an ever more eroding construction business
        environment.  The US side of the Company, represented by Mr.
        Egin Bresnig,  was challenged with taking over the offices of
        CEO and the presidency of the Company from Mr. Josef Ratey.
        After this change of leadership, the Company and its new
        management initiated drastic action to stop the financial
        bleeding.  The process of extraditing the Company from its
        overseas operations was very costly because of the archaic
        business practices still in place in Germany.  Hourly wages for
        an unskilled laborer in Germany with all the mandatory
        financial benefits required by the government are so high that
        the Company attempted importing labor from France.  However, it
        is expected in Europe that construction employees must be paid
        even if the weather prohibits work.  The Company faced poor
        weather for weeks at time and the labor costs continued.  We
        found out the hard way that Germany is one of the most expensive
        places in the world in which to do business.  We could not leave
        projects unfinished but rather completed them knowing that these
        projects would lose money.

          The Company explored other business opportunities in the United
        States. Negotiations with one potential venture partner came
        close to being completed but the Company withdrew from the
        negotiations due to repeated delays. Management of the Company
        decided to cease all operational activities in Germany.  The
        better part of 1996 was spent winding down and closing the
        German operation.



          During the current fiscal year, the Company decided to
        discontinue its European  operations because of the continuing
        recession in Germany and the difficulty in managing its European
        subsidiaries from Denver, Colorado.  Iso-Block GmbH ceased
        operations in July, 1996. The Company incurred dissolution
        expenses in ceasing operations of its two European  subsidiaries
        of $166,000.  The Company retained assets of $126,000 consisting
        of undeveloped property in Kehl, Germany and an account
        receivable for completed construction of one residential
        property in Germany.  On December 9, 1996 the Company sold its
        Iso-Block GmbH subsidiary, including all liabilities and assets,
        to Big B Tex A.G. (CH), a Swiss company  domiciled in Zurich,
        and the Company paid $40,000 to the buyer in addition to
        transferring its Iso-Block GmbH assets.  Big B Tex A.G. assumed
        all Iso-Block GmbH  liabilities and future contingent
        liabilities, if any.



        Results of Operations

          The Company's fiscal year end 1996 revenue was $618,421 against
        costs and expenses of 1,302,875. The $682,136 loss was diverse and
        was primarily due to adverse whether and economic conditions in
        Germany. These activities included construction material, various
        services, poor wether conditions and increased labor costs. During
        1995  the Company wrote down mortgage receivables of $3,323,945 to
        reflect the current fair market value.



        Liquidity and Capital Resources

          Cash on-hand on March 31,1996 was nominal in light of the
        Company's home building and franchise plans. During the fiscal
        year the Company issued 652,000 preferred shares in exchange for
        cash of $521,600. The Company also issued 245,353 common shares. Of
        which 200,000 shares, valued at $130,000, were issued for services
        rendered, 35,000 shares were issued for employment incentive in
        Germany and 10,353 common shares were issued as an incentive to the
        issuance of preferred stock.


          Cash totaled $10,296 at March 31, 1996 compared with $209,262
        at March 31, 1995. The $198,966 decrease in cash was primarily
        from operating activities. As of March 31, 1996 , the Company
        had raised $31,136 from the sale of its common shares and
        $527,470 in net proceeds from the sale of its Series A, Non-Voting
        Convertible Preferred Stock, stated value $1.25 per share and
        from the sale of its Series B and C, Non-Voting Convertible
        Preferred Stock, stated value $1.50 per share, to a small number
        of persons who are residents of Germany.



        Income Taxes and Net Operating Losses

          At March 31, 1996, the Company had net operating loss
        carryforwards for United States and German income tax purposes
        totaling $831,889, which are available to offset future taxable
        income.  These NOL's expire through 2003.



        Plan of Operation

          The Company intends to continue as general contractor in the
        United States and has purchased two residential building sites
        in the Outlook subdivision in Broomfield, Colorado, located
        approximately five miles northwest of Denver, Colorado, The
        Company has the capacity to build at least one speculative house
        at a constructed retail price of $250,000 and a constructed cost
        price of approximately $149,000 without incurring construction
        debt. Construction is expected to begin in April 1997. Once the
        first residential house is constructed and has passed all
        building inspections and sold,  the Company will immediately
        begin construction on its second building site. The Company
        expects to continue its construction program as long as the
        residential real estate business climate continues its intensity
        in Colorado.  According to the March 7, 1997 issue of The Rocky
        Mountain News "SunMicrosystems' $200 million planned research
        and development campus in Broomfield, Colorado already  has
        helped jump-start the metro area's home building activity."  In
        January, there were 75 permits pulled for single-family homes in
        Broomfield, compared with only 13 in January 1996.   The
        relatively healthy month for permit activity is a sign of the
        "Goldilocks" economy according the Home Builders Association of
        Metropolitan Denver. One of the strongest areas is expected to
        be Broomfield, Colorado, thanks to SunMicrosystems, which will
        create 4,000 jobs at an average salary of $70,000.  The Company
        is positioned correctly to take advantage of this growth by
        establishing itself as general contractor in Broomfield.  If the
        Company realizes its profit goals by completing the first two
        speculative homes then it intends to become a developer of
        housing projects.  Even though the current management of the
        Company has limited building experience the availability of
        professional construction consultants should provide the
        necessary guidance to the Company.   Management believes it will
        be successful in raising additional capital required to become a
        significant player in the Broomfield and Metro Denver housing
        construction market.



          The Company is very excited about its completion of ownership
        of The Franchise Connection, Inc. because of the importance of
        franchising in today's economy.  Franchising has been
        responsible for over 35% of the United State's total retail
        sales in the 1990s and is projected too grow to over 50% of all
        retail sales in the twenty-first century.  Franchising has
        proved to be an outstanding method of distribution and market
        penetration.  Established franchise organizations are growing by
        11% annually and service related and business format franchises
        are  growing by 39% annually.  Franchising has  added two
        million jobs to the US economy the past ten years.  The
        Franchise Connection, Inc. intends to  capitalize  on this
        predominate and enormous growth trend by exploiting its
        franchise expertise in conjunction with viable, talented
        entrepreneurs who know and understand their business.  These
        business owners work diligently to insure that their business
        will be successful and that it  maintains its strong niche that
        can be duplicated on a national and/or international scale
        through franchising. By working in a "partnership" relationship
        with The Franchise Connection, Inc., these entrepreneurs can
        continue to make their business ever better  while using  The
        Franchise Connection, Inc. to recruit franchises and expand
        their concept globally.  Using this strategic alliance,
        marketing costs, administration costs, and legal expenses can be
        controlled and, thus, general overhead  can be reduced.  The
        Franchise Connection's corporate objective is to acquire
        successful business concepts and via franchise sales to multiply
        its revenues over the next three years.  The Franchise
        Connection, Inc. has formed alliances with the following
        companies; each representing a successful prototype and
        possessing an unique position in their industry.  They all have
        a proprietary product with the ability to dominate their market
        if expanded rapidly.  The concepts are very teachable, have a
        universal consumer base and have very affordable entry
        investment.  Each one has management in place with the technical
        expertise to operate the business.  With the franchising
        knowledge and marketing  know-how of the Franchise Connection
        they all have the ability to exceed five hundred units in a very
        short time.  The demand has never been higher to get into
        business.  The opportunity seeker is more knowledgeable and
        seeking more than just buying a job.



          Brilliant Marketing offers marketing and training services to
        small businesses that is custom designed to fit the client and
        his budget.  Brilliant Marketing offers a proprietary product,"
        The Living Marketing Manual" featuring an annualized marketing
        blueprint that gets guaranteed results.  With more than 22.5
        million businesses  currently operating the US and an additional
        800,000 new businesses starting up every year the marketing
        niche for this business  is unlimited. Brilliant Marketing has a
        letter of intent to provide marketing product to be made
        available for distribution by a network of over 500
        representatives.  Encore Nails is an upscale nail studio in the
        fast growing nail beautification industry.  It uses a
        revolutionary, proprietary process to offer clients attractive,
        durable, environmentally safe, and technologically advanced nail
        coverings.  The product was tested for four years in a very
        successful studio prior to being offered outside the control
        market.  A new unit will open in March, 1997 to serve  as a
        prototype unit.  With the growth in the nail industry exploding,
        Encore Nails is on the leading edge. Franchise Connection has
        acquired the franchise rights which includes a 40% ownership of
        Encore Nails and 50% of all franchise fees and has a letter of
        intent to joint venture the franchising with financial partners
        who will have day to day operation responsibility. Franchise
        Connection projects opening 12 units in the next 12  months.
        Hydro-Physics is the first of its kind, national video pipe
        inspection service franchise that saves commercial and
        residential customers thousands of dollars in unnecessary repair
        cost.  The company utilizes a self-contained portable state-of
        -the-art video technology to identify, locate, and verify
        underground pipeline problems.  The market is wide-open with
        limited competition.  Hydro-Physics has a five year history of
        profitability.  By using technology in insure portability with
        the ability to inspect 3 inch pipes by a one man crew the
        concept has wide appeal.  The company has contracted for two
        franchises (Idaho and Missouri). Franchise Connection has the
        exclusive marketing rights and receives 25% of royalty over five
        years with a  conversion factor to own 30% of the parent
        company.   It is expected that 10 units will be opened over the
        next 12 months. Footlab is a full service, compact,
        self-contained foot insole manufacturing station that produces
        hand-make custom shaped foot support inserts from a variety of
        materials depending on the intended use in less that five
        minutes.  Re-designed from a 25 year old invention from
        Switzerland and in use in the winter ski industry for many years
        this concept can be located in athletic footwear stores,
        sporting good stores, golf pro shops, and department stores.
        With approximately 90 % of the 275 million US and Canadian
        population needing foot inserts the market is very large.  The
        operating units require less than 20 sq. feet which opens up
        many avenues of opportunity. Franchise Connection is the
        franchisor and owns 100% of Footlab with a contract to pay 10%
        royalty fees to the founder  who also has the responsibility to
        provide all research and development of product.



Item 7.	Financial Statements.


          See index to financial statements at page F-1. The financial
        statements included as part of this report immediately follow
        that index. No supplementary financial data is required or
        included.



Item 8.	Changes in and Disagreements with Accountants or
        Accounting and Financial Disclosure.


          On April 29, 1996, the Company engaged R. Scott Hall, CPA, as
        its independent auditor, replacing BDO Seidman LLP, who were
        dismissed as the Company's auditors effective May 8, 1996, as
        reported on Form 8-K dated such date.



          Mr. Hall has reported on the Company's financial statements for
        the fiscal years ended March 31, 1996 and 1995. Such reports did
        not contain either an adverse opinion or a disclaimer of
        opinion, and were not qualified or modified as to uncertainty,
        audit scope or accounting principles. There were no
        disagreements on any matters of accounting principle or
        practices, financial statement disclosures, or auditing scope or
        procedure in connection with Mr. Hall's audits of the Company's
        financial statements for such fiscal years which, if not
        resolved to his satisfaction, would have caused him to make
        reference in his reports on the subject matter of the
        disagreement.



          BDO Seidman LLP reported on the Company's financial statements
        for the fiscal year ended March 31, 1994. Such report did not
        contain either an adverse opinion or a disclaimer of opinion,
        and was not qualified or modified as to uncertainty, audit scope
        or accounting principles. However, such report contained an
        explanatory paragraph related to the Company's ability to
        continue as a going concern. There were no disagreements on any
        matters of accounting principle or practices, financial
        statement disclosures, or auditing scope or procedure in
        connection with such firm's audit of the Company's financial
        statements for such fiscal year which, if not resolved to the
        auditors' satisfaction, would have caused them to make reference
        in their report on the subject matter of the disagreement.



PART III



Item 9.	Directors, Executive Officers, Promoters and Control
        Persons; Compliance with Section 16(a) of the Exchange Act.


        Identification of Directors and Executive Officers

          The present directors and executive officers of the Company,
        their ages, positions held in and tenure with the Company, are
        listed below. Each director will serve until the next annual
        meeting of shareholders, or until his respective successor has
        been elected and duly qualified. Directors serve one-year terms.
        Officers hold office at the pleasure of the Board of Directors,
        absent any employment agreement, of which none currently exist
        or are contemplated. There are no family relationships between
        any director or executive officer.



            Name           Age           Position                   Since
            ----           ---           --------                   -----
        Egin Bresnig       61       Director (since Dec. 1993),    June 1995
                                    President  June, 1995
                                    Chief Executive Officer

        Dean Wicker        57       Director and Secretary         June 1995
                                    (since Dec. 1993),
                                    Chief Financial and
                                    Accounting Officer

        Johnny M. Wilson   54       Director                       Jan. 1997



          The following is a brief account of the business experience
        during at least the past five years of each director and
        executive officer, indicating the principal occupation and
        employment during that period, and the name and principal
        business of the organization in which such occupation and
        employment were carried out.



          Egin Bresnig.  Mr. Egin Bresnig was raised and educated in
        Austria.  He has a doctor degree in Physical Education and
        Modern Languages from the Karl Franzens University in Graz,
        Austria.  He has been a  resident in the USA for over 35 years.
        Mr. Bresnig spent many years in the winter ski industry as a ski
        school owner, business owner, importer of equipment and
        clothing.  He has been a real estate developer in Colorado ski
        resort areas and  has had 18 years experience in the financial
        securities industry.  He was a licensed securities broker,
        branch manager, director of European  operations, national sales
        manager and the president of various investment banking firms.
        For several years he owned his own branch office with up to 25
        brokers.  Mr. Bresnig was the successful owner and president of
        a NASD member firm.  He is fluent in several European languages.
        He is an officer and director of East Slope Funding Corp., a
        Colorado financial consulting firm, Eurous Funding, Inc., a
        Colorado public relations company, Arista Corporation, a non-active
        Colorado company and REWIPAC Worldwide Corporation, a non-active
        Nevada company.



          Dean Wicker.  Dean Wicker has lived in the Denver, Colorado
        area for 43 years.  He graduated from the University of
        Colorado, Boulder, CO in 1961 with a BA degree in American
        History. He has done advanced degree work in financial
        accounting and merger and acquisition negotiations. Mr. Wicker
        began his career in investment banking in 1962 in which he was
        the youngest Public Finance negotiator in the Rocky Mountain
        region.  He changed careers in 1967 by developing retail winter
        sports and apparel operations until 1981.  Mr. Wicker reentered
        the security industry with the position of Senior Institutional
        Sales with George K. Baum and Co., Member of the New York Stock
        Exchange.  In 1984 he became a vice-president and Partner of
        Boettcher and Co., Inc., Member of the New York Stock Exchange
        and then, the largest investment banking firm in the western
        United States. In  1991 he became an independent financial
        consultant specializing in merger and acquisitions.   He is an
        officer and director of East Slope Funding Corp., a Colorado
        financial consulting firm, Eurous Funding, Inc., a Colorado
        public relations company, Arista Corporation, a  non-active
        Colorado company, and REWIPAC Worldwide Corporation, a non-active
        Nevada company.



          Johnny Wilson.  Johnny M. Wilson has 25 years experience in the
        franchise industry.  Mr. Wilson received a BA degree from the
        University of Missouri, Columbia, Mo and a J.D. degree from the
        Missouri School of Law in Columbia, MO.   He served as Assistant
        Prosecuting Attorney of Scott County, MO for two years and
        became President of Missouri Health and Medical Organization, a
        non-profit  corporation to organize and structure a prepaid
        health delivery  system for rural areas in Missouri.  From 1972
        to 1976 he managed forty people and administrated a six million
        dollar grant from the US Department of Health and Welfare.  In
        1976 Mr. Wilson started Savings Plus Systems combining Savings
        and Loan associations, retail merchants and consumers into
        automatic discount/savings programs.  In four years the Company
        grew to over 150 financial institutions,  thousands of merchants
        and hundred of thousands of consumers.  Mr. Wilson initiated and
        completed a private placement offering with investors
        representing Massy  Investment Group, ITT International, and
        Citicorp Bank among others. Mr. Wilson sold his interest in the
        company in 1979 to the investment partners.  From 1980 until
        1983 Mr. Wilson was in private law practice specializing in
        franchise development.  In 1983 he joined with investors in
        Denver, CO to develop franchises in the packaging and shipping
        industry.  He formed Pack Mail Centers of America, Inc.  He
        served as President, Chairman of the Board until 1990. Under his
        direction  the company grew to over 250 franchises and 25
        million dollars in gross sales.  He guided the company through a
        public offering in 1986 and completed a friendly buy-out by the
        executives of Beatrice Foods in 1989.  Mr. Wilson returned to
        franchise consulting through his own company, The International
        Franchise Company from 1990 to 1996.  In 1996 Mr. Wilson formed
        The Franchise Connection, Inc. in which he serves as President.



        Compliance with Section 16(a).

          Section 16(a) of the Securities Exchange Act of 1934, as
        amended ("Exchange Act"), requires the Company's executive
        officers, directors and persons who beneficially own more than
        10% of a class of the Company's equity securities registered
        under the Exchange Act to file reports of ownership and changes
        in ownership with the Securities and Exchange Commission.
        Because the Company was not subject to the reporting
        requirements of the Exchange Act during the fiscal year ended
        March 31, 1995, no filings under Section 16(a) were required.



Item 10. Executive Compensation.


        Cash Compensation and Compensation Pursuant to Plans

          For the fiscal year ended March 31, 1996, Mr. Egin Bresnig, CEO
        and Mr. Dean Wicker, Secretary received cash compensation
        annually of $47,000 each and reimbursement of out-of-pocket
        expenses incurred on behalf of the Company.  The Company does
        not have in effect any pension, profit-sharing, stock
        appreciation or bonus plans.  The Board of Directors authorized
        a Medical Insurance Plan for its President, Mr. Egin Bresnig,
        effective January 3, 1997.  Other benefit plans are described
        below.



          Employee Stock Compensation Plan.  The Company has adopted the
        1993 Employee Stock Compensation Plan for employees, officers,
        directors of the Company and advisors to the Company (the "ESC
        Plan"). The Company has reserved a maximum of 500,000 Common
        Shares to be issued upon the grant of awards under the ESC Plan.
        Employees will recognize taxable income upon the grant of Common
        Stock equal to the fair market value of the Common Stock on the
        date of the grant and the Company will recognize a compensating
        deduction at such time. The ESC Plan will be administered by the
        Board of Directors or Compensation Committee. No Common Stock
        has been awarded under the ESC Plan.



          Compensatory Stock Option Plan.  The Company has adopted the
        1993 Compensatory Stock Option Plan for officers, employees,
        potential key employees, non-employee directors and advisors
        (the "CSO Plan"). The Company has reserved a maximum of
        1,000,000 Common Shares to be issued upon the exercise of
        options granted under the CSO Plan. The CSO Plan is intended to
        qualify as an "incentive stock option" plan under Section 422 of
        the Internal Revenue Code of 1986, as amended.  Options will be
        granted under the CSO Plan at exercise prices to be determined
        by the Board of Directors or other CSO Plan administrator.  With
        respect to options granted pursuant to the CSO Plan, optionees
        will not recognize taxable income upon the grant of options, but
        will realize income (or capital loss) at the time the options
        are exercised to purchase Common Stock. The amount of income
        will be equal to the difference between the exercise price and
        the fair market value of the Common Stock on the date of the
        exercise. The CSO Plan will be administered by the Board of
        Directors or a Compensation Committee of directors. Subsequent
        to year-end, an aggregate of 600,000 common shares subject to
        purchase under options have been granted under the CSO Plan. See
        Item 11 below.



        COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS


          The following table sets forth information regarding compensation
        paid to the Company's Chief Executive Officer and Secretary during
        the last two fiscal years. The CEO's total annual salary and bonus
        did not exceed $100,000, nor did that of any other executive officer.



                          SUMMARY COMPENSATION TABLE

                            Long-Term Compensation
                            ----------------------


           Annual Comp.              Awards       Payouts
          --------------------  ----------------  -------
  (a)       (b)    (c)    (d)    (e)      (f)       (g)      (h)      (i)


Name and                               Rstrctd     No. of    ($)      All
Principal          ($)    ($)    ($)    Stock     Options   LTIP    Other($)
Position   Year  Salary  Bonus  Other  Awards($)   & SARs  Payouts   Comp.
---------  ----  ------  -----  -----  ---------  -------  -------  --------
Egin
Bresnig,
CEO        1996	$47,000	  N/A    -0-
           1995 $15,000   N/A    -0-

Dean
Wicker,
Sec.       1996 $47,000   N/A    -0-
           1995 $15,000   N/A    -0-





               OPTIONS GRANTED DURING THE 1996 FISCAL YEAR
                           Individual Grant

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

 (a)          (b)             (c)                (d)              (e)

           Number of       % of Total
          Securities        Options
          Underlying      Granted to
           Options         Employees      Exercise or Base
Name   	   Granted      in Fiscal Year     Price ($/Share)   Expiration Date
----      ----------    --------------    ----------------   ---------------
Egin
Bresnig    200,000            -                  1.00             1999

Dean
Wicker     200,000            -                  1.00             1999





                    OPTION EXERCISES IN LAST FISCAL YEAR
                      and FISCAL YEAR-END OPTION VALUES

            -----------------------------------------------------------------
(a)              (b)               (c)             (d)               (e)

                                                Number of
                                                Securities      ($) Value of
                                                Underlying      Unexercised
                                                Unexercised     In-the-Money
                                                Options           Options
              Number of                         at FY End         at FY End
           Shares Acquired          ($)        Exercisable/     Exercisable/
Name         on Exercise     Value Realized   Unexercisable    Unexercisable
----       ---------------   --------------   -------------    -------------
Egin
Bresnig         None              None         200,000/None      None / None

Dean
Wicker          None              None         200,000/None      None / None





          The Company has no stock appreciation rights (SAR) plan in
        place and has not awarded SAR's to any person. The Company has
        no long-term incentive plans, as that term is defined in the
        rules and regulations of the Securities and Exchange Commission.
        During the fiscal year ended March 31, 1996, the Company did not
        amend or reprice the exercise price of any stock options granted
        to any executive officer.



        Other Compensation.

          Mr. Helge Seidel, the former General Manager of Iso-Block GmbH,
        was issued 200,000 shares of common stock for services rendered
        and other consideration valued at $130,000.



        Compensation of Directors

          No person was compensated by the Company for serving as a
        director during the fiscal year ended March 31, 1996. While no
        such compensation is currently anticipated, the Company believes
        that directors in the future will be paid for serving on the
        Board of Directors and on committees of directors.



Item 11. Security Ownership of Certain Beneficial Owners and
         Management.



        (a)(b) Security Ownership.  The following table sets forth as
        of February 28, 1997, the names of persons who own of record, or
        were known by the Company to own beneficially, more than five
        percent of its total issued and outstanding common stock and the
        beneficial ownership of all such stock as of that date by
        officers and directors of the Company and all such officers and
        directors as a group. Except as otherwise noted, each person
        listed below is the sole beneficial owner of the shares and has
        sole investment and voting power as to such shares. No person
        listed below has any option, warrant or other right to acquire
        additional securities of the Company, except as may be otherwise
        noted.




                              Name and Address              Amount & Nature
                                of Beneficial                of Beneficial
        Title of Class             Owner                       Ownership
        ----------------      --------------------------    ----------------

        Common Stock          * Egin Bresnig                   356,500
        no par value          8037 So. Datura Street
                              Littleton, Colorado  80120



        SAME                  * Dean Wicker                    367,500
                              5176 East Davis Drive
                              Littleton, Colorado 80122



        SAME                  * Johnny M. Wilson               462,500
                              1885 S. Evanston
                              Aurora, Colorado 80012



        SAME                  Josef Ratey                      490,000
                              Albert-Kohler-Str. 23
                              77883 Ottenhoffen, Germany




        SAME                  John D. Brasher Jr.              365,000
                              90 Madison Street, Suite 707
                              Denver, Colorado  80206


                                                             ---------
        * All officers and directors                         1,186,500
          as a group (3 persons)



          Includes options to purchase 200,000 shares of common stock
        pursuant to the Company's 1993 Compensatory Stock Option Plan.

          Includes options to purchase 100,000 common shares pursuant to
        an employment agreement.

          Mr. Ratey retained 250,000 shares of common stock pursuant to a
        Settlement Agreement dated November 22, 1996 and was granted
        options to purchase 240,000 shares of the common stock of the
        Company.



Item 12. Certain Relationships and Related Transactions.


        Settlement Agreement

          Effective November 22, 1996, the Company entered into a
        Settlement Agreement (the "Settlement Agreement") with Ratey,
        Seidel and R-S Plus.  The Settlement Agreement provided for the
        cancellation of certain shares issued pursuant to the
        Reorganization Agreement dated March 28, 1994.



          Pursuant to the Reorganization Agreement, the Exchange Shares
        were issued in the following proportions: 1,000,000 shares to
        R-S PLUS, 900,000 shares to Ratey, and 100,000 shares to Seidel,
        and a total of 300,000 of the shares issued to R-S PLUS
        subsequently were transferred to two individuals. In addition,
        Ratey, Seidel and R-S PLUS received options pursuant to the
        Exchange Agreement for a two-year period to purchase an
        aggregate of not more than 1,000,000 shares of the Company.
        Pursuant to the Settlement Agreement, such options were
        cancelled and voided as if never issued.



          Of the 2,000,000 Exchange Shares originally issued, an
        aggregate of 1,737,500 shares were cancelled and voided, as
        follows:



        (i) all 100,000 of the Exchange Shares issued to Seidel
        pursuant to the Exchange Agreement;



        (ii) 650,000 shares (that is, all but 250,000) of the Exchange
        Shares issued to Ratey pursuant to the Exchange Agreement; and



        (iii) 987,500 shares (that is, all but 12,500) of the 1,000,000
        Exchange Shares issued to R-S PLUS pursuant to the Exchange
        Agreement.



          A total of 787,500 of the 1,737,500 cancelable shares have been
        physically cancelled. The 650,000 shares of Ratey to be
        cancelled and the 300,000 shares transferred to two individuals
        have by action of the Company's board of directors been
        cancelled and are reflected as such on the Company's records of
        stock transfer and registry, but have not yet been physically
        cancelled. The certificates evidencing these shares will be
        physically cancelled when received by the Company.



          The Settlement Agreement provided for the full settlement and
        release of all existing claims, if any, and all potential claims
        of R-S PLUS, Ratey and Seidel against the Company and against
        all persons now or formerly serving or acting as officers,
        directors or employees of the Company or legal counsel,
        accountants or other advisers or consultants to the Company.
        Upon the effective date of the Agreement and the issuance of the
        options, neither R-S PLUS, Ratey nor Seidel retained any further
        claim of any kind against the Company or the enumerated persons.



          The Settlement Agreement also provided for the issuance and
        delivery to Ratey of options to purchase an aggregate of 240,000
        shares of the common stock of the Company at the price of Eighty
        Cents (US$0.80) per share, subject to customary adjustments, for
        a period of two years from the effective date of the Agreement
        (the "Settlement Options").



        Exchange Agreement

          In January, 1997 the Company completed an Exchange Agreement
        and Plan of Reorganization for the purchase of  100% ownership
        of Franchise Connection, Inc., a Colorado corporation and its
        wholly owned subsidiary Brilliant Marketing, Inc. In full
        payment for the control shares of Franchise Connection, Inc.,
        and Brilliant Marketing, Inc. the Company issued and delivered
        to the shareholders an aggregate of Five Hundred Thousand
        (500,000) shares of the authorized but unissued shares of Iso
        Block Products USA, Inc.'s common stock and One Million Five
        Hundred Thousand (1,500,000) shares of the Series 1996
        Non-Voting Convertible Preferred Stock subject to adjustment as
        outlined below.  The preferred Exchange Shares shall be
        convertible into shares of the no-par value common stock of the
        Company three (3) years from the date of issuance at the
        following conversion rate:



        (1)  if Franchise Connection has by then sold an aggregate
        of 150 franchises, consisting of all or any franchises marketed
        by Franchise Connection, each preferred Exchange Share will be
        convertible into one (1) Conversion share; or



        (2)  if Franchise Connection has by then sold an aggregate
        of less than 150 franchises, the number of Conversion Shares
        into which the preferred Exchange Shares are convertible will be
        proportionally reduced.



        (3)  if Franchise Connection has sold an aggregate of less
        than 100  franchises by the third anniversary of the closing
        under the definitive agreement, then in addition to the
        adjustment set forth above, the Company may at its election
        demand the surrender and cancellation of and may unilaterally
        cancel a percentage of the 500,000 common Exchange Shares.



          Pursuant to the Letter of Intent,  ISO BLOCK advanced to
        Franchise Connection an aggregate of $50,000 to be used as
        working capital.  Additionally, under the terms of the Exchange
        Agreement and Plan of Reorganization ISO BLOCK will over the
        twelve months (12) following the Closing make available to
        Franchise Connection an aggregate of an additional $300,000,
        subject to adjustment, to be advanced monthly.  Such funds will
        be advanced within five (5) days prior to the month in which
        needed upon  written request of Franchise Connection, which
        shall specify the  amount needed and general use intended.  Such
        amounts shall be loaned to Franchise Connection on customary
        commercial terms.  As of February 16, 1997 a total of $99,000
        had been advanced to Franchise Connection.



        Employment Agreement

          The Company entered into an Employment Agreement by and among
        Franchise Connection, Brilliant Marketing Inc. ("BMI") and
        Johnny M. Wilson for a three year period.  Under the terms of
        the Employment Agreement, Mr. Wilson will be employed by both
        BMI and the Franchise Connection as Chief Executive Officer and
        President and will serve as Chairman of the board of directors
        of both companies.  He also will serve in any other capacity as
        designated by either company' board of directors.  He will not
        compete with Franchise Connection or BMI or any franchise
        project now or later undertaken by Franchise Connection or BMI
        or engage in any franchise-related business whatsoever, as
        consultant, employee or otherwise, except those operated by
        Franchise Connection and BMI.



          Otherwise, there were no transactions, or series of
        transactions, for the fiscal year ended March 31, 1996, nor are
        there any currently proposed transactions, or series of
        transactions, to which the Company is a party, in which the
        amount exceeds $60,000, and in which to the knowledge of the
        Company any director, executive officer, nominee, five percent
        or greater shareholder, or any member of the immediate family of
        any of the foregoing persons, have or will have any direct or
        indirect material interest other than as described above or
        elsewhere in this report.



                       ISO BLOCK PRODUCTS USA, INC.
                        CONSOLIDATED COMPARATIVE
                          FINANCIAL STATEMENTS

                              Years Ended
                         March 31, 1995 and 1996



        TABLE OF CONTENTS                                        PAGE
        -----------------                                        ----

          INDEPENDENT AUDITORIS REPORT............................F-1


        CONSOLIDATED COMPARATIVE FINANCIAL STATEMENTS
        ---------------------------------------------

          Balance Sheet...........................................F-2

          Statement of Operations.................................F-3

          Statement of Shareholder's Equity.......................F-4

          Statement of Cash Flows.................................F-5

         	Notes to Financial Statements...........................F-6







        R. SCOTT HALL
        407 LORIN LANE
        CASTLE ROCK, COLORADO 80104
        (303) 688-1622



                      INDEPENDENT AUDITOR'S REPORT

        Board of Directors

        ISO BLOCK PRODUCTS USA, INC.



        I have audited the accompanying consolidated comparative balance
        sheet of ISO Block Products USA, Inc., as of March 31, 1995 and
        1996 and the related consolidated comparative - statements of
        operations, shareholder's equity and cash flows for the years
        then ended.  These consolidated comparative financial statements
        are the responsibility of the Company's management.  My
        responsibility is to express an opinion on these consolidated
        comparative f inancial statements based on my audit.



        I conducted my audit in accordance with generally accepted
        auditing standards.  These standards require that I plan and
        perform the audit to obtain reasonable assurance about whether
        the financial statements are ree 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
        the significant estimates made by management, as well as
        evaluating the overall financial statement presentation.  I
        believe that my audit provides a reasonable basis for my opinion.



        In my opinion, the consolidated comparative financial statements
        referred to above, present fairly, in all material respects, the
        financial position of ISO Block Products USA, Inc., at March 31,
        1995 and 1996 and the results of its operations and cash flows
        for the years then ended in conformity with generally accepted
        accounting principles.





        R. Scott Hall, CPA

        December 23, 1996
        Castle Rock, Colorado

                                   Page F-1



                      ISO BLOCK PRODUCTS USA, INC.
                 CONSOLIDATED COMPARATIVE BALANCE SHEET


                                                      March 31,
                                              1995               1996
                                           ----------         ----------
         ASSETS
         ------

    Current Assets
    --------------
      Cash                                  209,262              10,296
      Note Receivable - Officer               2,000               2,000
      Mortgages Receivable                1,400,531           1,335,624
      Prepaid Expenses                        5,011                   -
                                          ----------          ----------

        Total Current Assets              1,616,804           1,347,920


    Property & Equipment
    --------------------
      Office Equipment                        1,864               2,660
      Less: Accumulated Depreciation              -                (532)
                                          ----------          ----------
        Net Property & Equipment              1,864               2,128
                                          ----------          ----------
          TOTAL ASSETS                    1,618,668           1,350,048
                                          ==========          ==========


         LIABILITIES & STOCKHOLDERS' EQUITY
         ----------------------------------

    Current Liabilities
    -------------------
      Accounts Payable                      120,636               6,682
                                          ----------          ----------

    Stockholders' Equity
    --------------------
      Preferred Stock, No Par Value,
       10,000,000 Shares Authorized,
       272,000 and 924,000 Shares
       Outstanding, Respectively.            217,600             739,200

      Common Stock, 50,000,000 Shares
       Authorized, 2,940,468 and
       3,185,821 Shares Outstanding,
       Respectively.                       1,436,055           1,436,055

      Accumulated Deficit                   (155,623)           (831,889)
                                           ----------          ----------
                                           1,498,032           1,343,366
                                           ----------          ----------
       TOTAL LIABILITIES &
        STOCKHOLDERS EQUITY                1,618,668           1,350,048
                                           ==========          ==========



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

                               Page F-2





                        ISO BLOCK PRODUCTS USA, INC.
               CONSOLIDATED COMPARATIVE STATEMENT OF OPERATIONS
               ------------------------------------------------
                 For the Years Ended March 31, 1995 and 1996


                                                        March 31,
                                                  1995              1996
                                              ----------         -----------
    INCOME
    ------
      Construction Sales                        138,174             618,421
      Interest Income                                18               2,318
                                              ----------         -----------
        Total Income                            138,192             620,739


    COST OF SALES
    -------------
      Cost of Materials and Services            100,799             949,925
      Labor                                      53,412              94,313
                                              ----------         -----------
        Total Cost of Sales                     154,211           1,044,238



    GROSS PROFIT (LOSS)                         (16,019)           (423,499)


    OPERATING EXPENSES
    ------------------
      General and Administrative                103,803             258,637
                                              ----------         -----------

        NET LOSS                               (119,822)           (682,136)
                                              ==========         ===========


    LOSS PER COMMON SHARE                      (    .04)           (    .21)


    Weighted Average Shares Outstanding       2,940,468           3,185,827




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

                                   Page F-3




        CONSOLIDATED COMPARATIVE STATEMENTS OF STOCKHOLDERS' EQUITY
               For the Year Ended March 31, 1995 and 1996


               Preferred               Common
                 Stock                  Stock             Accum.
                 -----                  -----             ------
            Shares    Amounts     Shares     Amounts      Deficit      Total
            ------    -------     ------     -------      -------      -----
Balance
at April
1, 1994       -          -     2,940,468   4,760,000     (35,273)   4,724,727
--------

Issue of
Preferred
Shares     272,000    217,600                                         217,600

Write-
Down
Mortgage
Receivable                                (3,323,945)              (3,323,945)

Foreign
Exchange
(Loss)                                                     (528)         (528)

Net (Loss)
of Year       -          -           -         -       (119,822)     (119,822)
          --------   --------    -------   ---------   ---------   -----------
Balance
at March
31, 1995   272,000    217,600  2,940,468  1,436,055    (155,623)    1,498,032
--------

Issue of
Preferred
Shares     652,000    521,600                                         521,600

Issue of
Common
Shares                           245,353        -                        -

Foreign
Exchange
Gain                                                      5,870         5,870

Net (Loss)
for Year      -           -         -           -      (682,136)     (682,136)
          --------  ---------  -----------  ----------  ---------  ------------
Balance
at March
31, 1996  924,000    739,200    3,185,821   1,436,055   (831,889)   1,343,366
-------- =========  =========  ===========  ==========  =========   ==========



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

                                 Page F-4



                    ISO BLOCK PRODUCTS USA, INC.

             CONSOLIDATED COMPARATIVE STATEMENT OF CASH FLOWS
             ------------------------------------------------

               For the Years Ended March 31, 1995 and 1996


                                                        March 31,

                                                  1995             1996
                                                  ----             ----

    CASH FLOWS FROM OPERATING ACTIVITIES
    ------------------------------------
      Net Income (Loss)                        (119,822)        (682,136)
        Depreciation                                  -              532
        Note Receivable - Officer                (2,000)               -
        Mortgages Receivable                  3,273,369           64,907
        Prepaid Expenses                            601            5,011
        Accounts Payable                         99,686          113,954
                                             -----------       ----------
    Net Cash Used in Operating Activities     3,251,834         (725,640)



    CASH FLOWS FROM INVESTING ACTIVITIES
    ------------------------------------
      Purchase of Property & Equipment           (1,864)            (796)



    CASH FLOWS FROM FINANCING ACTIVITIES
    ------------------------------------
      Proceeds From Preferred Stock             217,600          521,600
      Proceeds From Common Stock                      -                -
      Write-down of Mortgage Receivable      (3,323,945)               -
      Foreign Exchange Gains (Losses)              (528)           5,870
                                             -----------       ----------
      Net Cash Provided by (Used In)
        Financing Activities                 (3,106,873)         527,470



    NET INCREASE (DECREASE) IN CASH             143,097         (198,966)


    CASH - Beginning of Year                     66,165          209,262
                                             -----------       ----------

    CASH - End of Year                          209,262           10,296
                                             ===========       ==========



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

                              Page F-5




                   	ISO BLOCK PRODUCTS USA, INC.

        NOTES TO CONSOLIDATED COMPARATVIE FINANCIAL STATEMENTS
        ------------------------------------------------------

            For the Years Ended March 31, 1995 and 1996


NOTE 1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        ------------------------------------------

        Company Description
        -------------------

        The Company was incorporated on April 28, 1986 under the laws
        of the State of Colorado under the name of Champion Computer
        Rentals, Inc.  The Company's Articles of Incorporation were
        amended to change the name of the corporation to ISO Block
        Products USA, Inc. from Champion Computer Rentals, Inc.
        effective on September 21, 1994.



        Effective March 28, 1994, USA acquired 100% stock of R-S ISO
        Block Produktions GmbH (ISO-Block GmbH), The acquisition was
        accounted for as a purchase by ISO-Block GmbH of USA and the
        accompanying financial statements present historical results of
        ISO-Block GmbH since its formation and include USA's activities
        from the effective date of the acquisition.



        ISO-Block GmbH obtained from an affiliate the worldwide
        ownership of a technology to develop, manufacture and sell a new
        potential construction component for buildings.



        Consolidation
        -------------

        The financial statements include the accounts of USA and its
        wholly-owned subsidiary ISO-Block GmbH.  All significant
        intercompany balances and transactions have been eliminated in
        consolidation.




        Concentrations of Credit Risk
        -----------------------------

        The Company's financial instruments that are exposed to
        concentrations of credit risk consist primarily of mortgages
        receivable.



        The Company's mortgages receivable are concentrated in German
        real estate but are not concentrated in a limited number of
        borrowers.  The mortgages are from high quality entities and
        secured by high value real estate to limit the Company's
        exposure to concentrations of credit risk.



        The Company's mortgages receivable are classified as available
        for sale as the Company does not have the positive intent to
        hold to maturity or does not intend to trade actively.  These
        securities are reported at fair value with unrealized gains and
        losses reported as a net amount as a separate component of
        stockholders' equity.  The Company had to write-down the value
        of the mortgages receivable by $3,323,945 in 1995 to reflect the
        current fair market value of the securities.

                               Page F-6



                  	ISO BLOCK PRODUCTS USA, INC.

        NOTES TO CONSOLIDATED COMPARATIVE FINANCIAL STATEMENTS
        ------------------------------------------------------

             For the Years Ended March 31, 1995 and 1996



        Cash
        ----

        All amounts are stated in U.S. dollars.



        Property & Equipment
        --------------------

        Property & equipment are recorded at cost.  Depreciation is
        provided over the estimated useful lives of the assets.



        Income Taxes
        ------------

        The Company has no current or deferred income tax liability due
        to accumulated losses during the development stage.  The Company
        has net operating losses totaling $155,623 and $831,889,
        respectively, which are available to offset future taxable
        income.  These NOL's expire through 2003.




        Foreign Currency Translation
        ----------------------------

        The functional currency for the Company's foreign operations is
        the applicable local currency.  The translation of the
        applicable foreign currency into U.S. Dollars is performed for
        the balance sheet accounts using current exchange rates in
        effect at the balance sheet date and for revenue and expense
        accounts using a weighted average exchange rate during the
        period.  The gains or losses resulting from such translation are
        included in stockholders' equity.



        Income (Loss) Per Common Share
        ------------------------------

        Income (loss) per common share is based upon the weighted
        average number of common shares outstanding during each period.




NOTE 2.	STOCKHOLDERS' EQUITY
        --------------------

        Effective December 31, 1993, the Company adopted a 1993
        Compensatory Stock Option Plan with 500,000 common shares
        reserved for issuance and a 1993 Employee Stock Compensation
        Plan with 1,000,000 common shares reserved for issuance.  No
        options or shares have been granted under either plan.




NOTE 3. NOTE RECEIVABLE - OFFICER
        -------------------------

        The Company loaned the President of the company, Egin Bresnig,
        $2,000.00. The note bears interest at 6% per annum and is due on
        March 1, 1997.




PART IV



Item 13. Exhibits and Reports on Form 8-K.



         (a)  Exhibits.  The following exhibits are filed with this
         report, except those indicated as having previously been filed
         with the Securities and Exchange Commission and which are
         incorporated by reference to another report, registration
         statement or form. As to any shareholder of record requesting a
         copy of this report, the Company will furnish any exhibit
         indicated in the list below as filed with this report (not
         incorporated by reference) upon payment to the Company of its
         expenses in furnishing the information. References to the
         "Company" mean ISO-BLOCK PRODUCTS USA, INC. (formerly named
         Champion Computer Rentals, Inc.).







 2.0   	Plan of Acquisition, Reorganization, Arrangement,
        -------------------------------------------------
        Liquidation or Succession
        -------------------------

 2.1   	Agreement and Plan of Reorganization dated March 28, 1994
        (incorporated by reference to Exhibit 2.1 to Form 8-K dated
        March 28, 1994)...............................................   *



 3.0   	Articles and Bylaws
        -------------------


 3.1   	Articles of Incorporation of the Company (incorporated
        by reference to Exhibit 3.1 to registration statement on
        Form S-18 of Champion Computer Rentals, Inc., file no.
        33-23257-D)...................................................   *

 3.3   	Bylaws of the Company (incorporated by reference to Exhibit
        on Form 10-KSB for fiscal year ended 1993)....................   *

 3.4   	Certificate of Amendment and Restatement to Articles of
        Incorporation (incorporated by reference to Exhibit 3.4 to
        Form 8-K dated February 10, 1994). ...........................   *

 3.5   	Certificate of Amendment to Articles of Incorporation,
        changing the Company's name to Iso-Block Products USA, Inc.
        (incorporated by reference to Exhibit 2(c) to registration
        statement on Form 8-A, file no. 0-25810)......................   *

 3.6    Certificate of Designation Establishing Series A,
        Non-Voting Convertible Preferred Stock, as filed with the
        Colorado Secretary of State on May 19, 1995 ..................   1

 3.7   	Certificate of Designation Establishing Series B,
        Non-Voting Convertible Preferred Stock, as filed with the
        Colorado Secretary of State on May 26, 1995 ..................   1

 3.8   	Certificate of Amendment to Certificate of Designation
       	Establishing Series C, Non-Voting Convertible Preferred
        Stock, as filed with the Colorado Secretary of State on
        June 26, 1995.................................................   1

 3.9   	Certificate of Designation Establishing Series 1996,
       	Non-Voting Convertible Preferred Stock (incorporated by
        reference to Exhibit 3.1 to Form 8-K dated January 24,
        1997).........................................................   *



 4.0   	Instruments Establishing Rights of Security Holders
        ---------------------------------------------------


 4.1   	Specimen common stock certificate of the Company
        (incorporated by reference to Exhibit 4.1 to registration
        statement on Form S-18 of Champion Computer Rentals, Inc.,
        file no. 33-23257-D)...........................................  *

 4.2   	Specimen Series A, Non-Voting Convertible Preferred Stock
        certificate ...................................................	 1

 4.3   	Specimen Series B, Non-Voting Convertible Preferred Stock
        certificate ...................................................  1

 4.4   	Specimen Series C, Non-Voting Convertible Preferred Stock
        certificate ...................................................  1

 4.5   	Specimen Series 1996, Non-Voting Convertible Preferred
        Stock certificate .............................................  1



10.0   	Material Exhibits
        -----------------


10.1    1993 Compensatory Stock Option Plan (incorporated by
        reference to	Exhibit 10.1 to Form 8-K dated February 10,
        1994)..........................................................  *

10.2   	1993 Employee Stock Compensation Plan (incorporated by
        reference	to Exhibit 10.2 to Form 8-K dated February 10,
        1994)..........................................................  *

10.3   	Settlement Agreement dated November 19, 1996 (incorporated
        by reference to Exhibit 10 to Form 8-K dated November 22,
        1996)..........................................................  *

10.4   	Stock Option dated November 19, 1996 (incorporated by
        reference to Exhibit 4 to Form 8-K dated November 22,
        1996)..........................................................  *

10.5   	Exchange Agreement and Plan of Reorganization dated
        December 27, 1996 (incorporated by reference to Exhibit
        2.1 to Form 8-K dated January 24, 1997)........................  *

10.6   	Employment Agreement dated December 27, 1996 (incorporated
        by reference to Exhibit 10.1 to Form 8-K dated January 24,
        1997)..........................................................  *

EX-27   FINANCIAL DATA SCHEDULE


       	* - Incorporated by reference to another registration
            statement, report or document.

       	1 - Includes Exhibits filed as part of this Report.



	(b)    Reports on Form 8-K.

      		None.



	(c)    Financial Statements.

      		The index to the financial statements appears at page F-1.




                              SIGNATURES


          In accordance with section 13 or 15(d) of the Securities
        Exchange Act of 1934, the Registrant caused this Annual Report
        on Form 10-KSB to be signed on its behalf by the undersigned,
        thereto duly authorized individual.



        Date: March 28, 1997

                                  ISO BLOCK PRODUCTS USA, INC.



                           /s/  Egin Bresnig

                            By.........................................
                                Egin Bresnig, Chief Executive Officer



          In accordance with the Securities Exchange Act of 1934, this
        report has been signed below by the following persons on behalf
        of the Registrant and in the capacities and on the dates
        indicated.



     Name                 Title                              Date
     ----                 -----                              ----

/s/  Egin Bresnig.........Director, President,           March 28, 1997
     Egin Bresnig         Chief Executive Officer



/s/  Dean Wicker..........Director, Secretary            March 28, 1997
     Dean Wicker



/s/  Johnny M. Wilson.....Director                       March 28, 1997
     Johnny M. Wilson





                             EXHIBIT 3.6



                        RESOLUTION OF DIRECTORS

             ESTABLISHING A SERIES OF SHARES OF PREFERRED STOCK

                                  of

                     ISO BLOCK PRODUCTS USA, INC.


          The undersigned, constituting the entire board of directors of
        ISO BLOCK PRODUCTS USA, INC., a Colorado corporation
        ("Company"), hereby take the following actions by unanimous
        written consent in lieu of a meeting, as authorized by Section
        7-108-202 of the Colorado Business Corporation Act:



          WHEREAS,  the Board of Directors of the Company ("Board")
        desires to establish and designate a series of shares of
        Preferred Stock and to fix and determine the relative rights and
        preferences thereof in accordance with the following resolution;
        it is therefore



          RESOLVED, FIRST, that the Board hereby establishes and
        designates a series of Preferred Stock of the Company to consist
        of 1,000,000 shares, with a stated value per share of US$1.25,
        and hereby affixes the voting powers, designation, rights,
        preferences, privileges and restrictions of the shares of such
        series, as follows:



        1. Designation and Consideration.
           ------------------------------

          The designation of the series of Preferred Stock created by
        this Resolution shall be "SERIES A, NON-VOTING CONVERTIBLE
        PREFERRED STOCK", having a stated value of $1.25 per share.
        Shares of this series are hereinbelow referred to as the "Series
        A Preferred Stock." Each share of Series A Preferred Stock shall
        be issued for such consideration as the Board may determine
        (whether cash, property or other assets) at the issue price of
        One Dollar and Twenty-Five Cents (US$1.25) per share. Once duly
        issued for the consideration herein called for, shares of the
        Series A Preferred Stock shall be deemed fully paid and
        nonassessable.



        2. Dividends.
           ----------

          No dividends shall be payable on the Series A Preferred Stock.



        3. Redemption.
           -----------

           The shares of Series A Preferred Stock shall not be subject to
         redemption without the consent of the holders thereof.



        4. Conversion Right.
           -----------------

        4.1  Conversion Rate.

          Each share of Series A Preferred Stock may, subject to the terms
        hereof, be converted at the option of the holders thereof into one
        (1) fully paid, nonassessable share of common stock of the Company,
        $.0001 par value per share, subject to restrictions and limitations
        set forth in this Resolution. The common shares of the Company into
        which shares of Series A Preferred Stock are converted ("conversion
        shares") will not be registered under the Securities Act of 1933, as
        amended ("Act"), but shall be issued in reliance upon Regulation S
        or other available exemption from registration under the Act.
        Conversion shall be deemed to occur on the date a certificate or
        certificates representing shares of Series A Preferred Stock being
        converted is presented to the Company or to the Company's transfer
        agent and registrar, properly endorsed and accompanied by the proper
        fee payable to the transfer agent.



        4.2 Limitation on Conversion Right.

          Notwithstanding the provisions of paragraph 4.1 preceding,
        the shares of Series A Preferred Stock may only be converted
        into common shares of the Company commencing six (6) months
        after the date on which the common shares of the Company are
        first quoted on the Nasdaq National Market or Small-Cap System
        or listed on a U.S. securities exchange.



        4.3 Adjustments to Conversion Rate.

          The conversion rate set forth in paragraph 4.1 above will be
        subject to adjustment if the Company is reorganized, merged,
        consolidated or party to a plan of exchange with another
        corporation pursuant to which shareholders of the Company receive
        any shares of stock or other securities, or in the event of any
        sale or other transfer of all or substantially all of the Company's
        assets, or in case of any reclassification of or reverse split or
        split of the Common Stock, holders of shares of the Series A
        Preferred Stock shall be entitled, after the occurrence of any
        such event, to receive on conversion thereof the kind and amount
        of shares of stock or other securities, cash or other property
        receivable upon such event by a holder of the number of Common
        Shares into which the shares of Series A Preferred Stock might
        have been converted immediately prior to occurrence of the event.
        For purposes of this paragraph, the term "shareholder" means a
        holder of Common Stock.



        4.4 Common Stock Authorized.

          By adoption of this Resolution, the Board hereby specifically
        authorizes the issuance of an aggregate of 1,000,000 Common Shares
        upon conversion of the Series A Preferred Stock; provided, however,
        that if any adjustment to the conversion rate established in
        paragraph 4.1 should require the issuance of a greater number of
        Common Shares, then the issuance of such greater number of Common
        Shares hereby is authorized.



       4.5 No Fractional Shares Issuable.

          No fractional share of Common Stock, or scrip or other instrument
        representing a fractional Common Share, shall be issued upon
        conversion of any share of Series A Preferred Stock. If any such
        conversion results in a fractional share of Common Stock being
        issuable, the Company shall pay to the converting holder an amount,
        in cash, equal to the market value of the fractional interest or,
        if there is no market value or none is readily ascertainable,
        then such amount as the Board determines is reasonable in the
        circumstances.



        5. Rights on Liquidation, Dissolution, or Winding Up.
           --------------------------------------------------


        5.1 Payment of Liquidation Preference.

          In the event of any voluntary or involuntary liquidation,
        dissolution or winding up of the Company, the holders of shares
        of Series A Preferred Stock then outstanding shall be subordinate
        to all claims of the Company's creditors but otherwise entitled to
        be paid out of the Company's assets available for distribution to
        its shareholders, before any payment is made to the holders of any
        class of Common Stock, the holders of the Series A Preferred Shares,
        or other shares of capital stock ranking junior upon liquidation to
        the Series A Preferred Stock, an amount equal to the $1.25 stated
        value per share. In the event the holders of Common Stock are
        entitled to a distribution on the remaining assets, then each
        holder of Common Shares shall, subject to any existing preference of
        other preferred shares, be entitled to share equally and ratably with
        the holders of Series A Preferred Shares and other outstanding
        preferred shares on a share-for-share basis in all further
        distributions of assets.



        5.2 Proportionate Distribution.

          In the event the Company's assets available for distribution to
        the holders of the shares of the Series A Preferred Stock and of
        any other class or series of preferred shares ranking on a parity
        therewith upon any voluntary or involuntary liquidation, dissolution
        or winding up of the Company are insufficient to pay in full all
        amounts to which such holders are entitled pursuant to paragraph 5.1,
        then there shall be paid ratably to holders of the shares of the
        Series A Preferred Stock their respective shares of the
        aggregate amount or amounts to which the holders of the shares
        of Series A Preferred Stock are entitled upon such liquidation,
        dissolution or winding up.



        5.3 Effective Reorganization.

          Neither the consolidation or merger of the Company with or into
        any other company nor the lease, exchange, sale or transfer of all
        or substantially all of the Company's assets shall be deemed to be a
        liquidation, dissolution or winding up of the Company's affairs,
        whether voluntary or otherwise, within the meaning of this Section 5.



        6. Voting Rights.
           --------------

          The shares of the Series A Preferred Stock shall not have the
        right to vote in the election of directors of the Company or on
        any other matters upon which shareholders of the Company may or
        must vote, except matters specifically, directly and adversely
        affecting their rights as holders of Series A Preferred Stock
        and shall have only such voting rights as a class as are
        unequivocally conferred in this Resolution, by the Colorado
        Business Corporation Act or other controlling corporation law
        statute. Any matter which requires the approval of the holders
        of the Series A Preferred Stock shall require only the
        affirmative vote of a majority of the votes cast by the holders
        of such shares, voting as a separate class, at any lawful
        meeting of such holders which commences with a quorum. Whenever
        such shares are entitled to vote, each share of Series A
        Preferred Stock shall be entitled to one vote.



        7. Certain Corporate Actions.
           --------------------------

          The Company shall not amend its articles or certificate of
        incorporation without the prior approval of the holders of the
        Series A Preferred Stock, voting as a separate class, if such
        amendment would directly or indirectly effect any adverse change
        in any of the rights, preferences or privileges of, or
        limitations provided for herein for the benefit of, the holders
        of Series A Preferred Stock. Without limiting the generality of
        the foregoing, no such amendment may be effected without such
        approval if such amendment would:



        (a)  Reduce the amount payable to the holders of Series A
        Preferred Stock upon the voluntary or involuntary liquidation,
        dissolution or winding up of the Company, or change the
        seniority of the liquidation preferences of the holders of
        Series A Preferred Stock relative to the rights upon
        liquidation, dissolution or winding up of the holders of any
        other class or series of the Company's shares; OR



        (b)  Cancel or modify the right of holders of Series A
        Preferred Stock to convert such shares to Common Shares of the
        Company, all as set forth in this Resolution.



        8. Rank of Series A Preferred Stock.
           ---------------------------------

          The shares of the Series A Preferred Stock shall rank prior as
        to dividends, redemption and upon liquidation to the shares of
        the Common Stock and other shares of preferred stock of the
        Company issued and outstanding as of the date of this
        Resolution. The Company may issue other shares of another class
        or series of preferred stock after the date of this Statement of
        Resolution which rank on a parity with or senior to the Series A
        Preferred Stock.



        9. Investment Intent Required.
           ---------------------------

          The shares of Series A Preferred Stock shall not be registered
        under the Act but will be offered and sold in reliance upon one
        or more exemptions from such registration. Every person
        acquiring shares of Series A Preferred Stock shall be required
        to affirmatively set forth his, her or its intention to acquire
        such shares for investment purposes only (or in the case of
        sales made in reliance upon Regulation S, other appropriate
        representations) and intention not to effect any distribution of
        such shares in the United States of America and shall execute an
        investment letter or similar document satisfactory in form and
        content to the Company's counsel. Shares of Series A Preferred
        Stock may not be offered, sold or otherwise transferred, pledged
        or hypothecated unless and until registered under the Act, or
        such offer, sale or transfer, pledge or hypothecation is, in the
        opinion of Company counsel, exempt from the registration
        provisions of the Act.



          Appropriate representations also may be required of any holder
        of Series A Preferred Shares at the time of requesting
        conversion of those shares into shares of the Company's common
        stock.



        10. Tax Matters.
           ------------

          The holders of Series A Preferred Stock shall be solely liable
        for and shall pay any and all taxes and other governmental
        charges, of every kind, that may be imposed in respect of the
        issue or delivery of Common Shares upon redemption or conversion
        of Series A Preferred Stock. The Company may withhold certain of
        such Common Shares in order to satisfy the Company's tax
        withholding obligations or take similar steps to ensure that
        such taxes and charges are duly paid. If the Company becomes
        liable for or pays any such taxes due to acts of a Series A
        Preferred Stock holder, it may, in order to recoup the amount of
        such tax or tax liability:



        (i)  withhold the amount of such tax or tax liability from any
        funds whatever in or coming into the Company's possession and
        belonging to such holder, including dividends declared on the
        Series A Preferred Stock and payable to such holder; and/or



        (ii)  cancel and reissue in the Company's name such number of
        shares of Series A Preferred Stock, based upon the original
        issue price per share, as will equal the amount of the tax paid
        or tax liability incurred.



        11. Offer and Sale of Series A Preferred Shares.
           --------------------------------------------

          The Company hereby is authorized to offer any or all of the shares
        of Series A Preferred Stock for sale to potential investors. Such
        sales are to be made in compliance with applicable laws, rules and
        regulations, and each subscriber for such shares shall execute a
        subscription agreement satisfactory in form and content to
        Company counsel.



          IN WITNESS WHEREOF, the undersigned directors have duly
        approved the foregoing resolution effective as of February 20,
        1995.




       ...............................
                Josef Ratey





       ...............................
               	Egin Bresnig




       ...............................
                Dean Wicker





        (SEAL)





                                EXHIBIT 3.7



                     RESOLUTION OF BOARD OF DIRECTORS

                    AMENDING THE TERMS AND DESIGNATION

            OF THE SERIES B NON-VOTING CONVERTIBLE PREFERRED STOCK

                                   of

                      ISO BLOCK PRODUCTS USA, INC.



          The undersigned, constituting the entire board of directors of
        ISO BLOCK PRODUCTS USA, INC., a Colorado corporation
        ("Company"), hereby take the following actions by unanimous
        written consent in lieu of a meeting, as authorized by Section
        7-108-202 of the Colorado Business Corporation Act:



          WHEREAS,  the Board of Directors of the Company ("Board") on
        May 1, 1995 established and designated a series of shares of
        preferred stock as the SERIES B, NON-VOTING CONVERTIBLE
        PREFERRED STOCK, stated value $0.80 per share, and fixed and
        determined the relative rights and preferences thereof in
        accordance with a resolution of the Board of Directors; and



          WHEREAS, the Board of Directors now desires to amend the terms
        thereof by increasing the stated value from $0.80 per share to
        $1.50 per share; and



          WHEREAS,  none of the shares of the Series B, Non-Voting
        Convertible Preferred Stock having been issued, the Board of
        Directors has the power to amend the terms of such series of
        preferred stock pursuant to Section 7-106-102(1) of the Colorado
        Business Corporation Act without action by shareholders; it is
        therefore



          RESOLVED,  that the terms of the series of preferred stock
        heretofore established by the Board of Directors and designated
        as the SERIES B, NON-VOTING CONVERTIBLE PREFERRED STOCK, hereby
        are amended to increase the stated value of such series of
        shares from $0.80 per share to $1.50 per share. The filing of an
        amendment to the Certificate of Designation previously filed
        with the Secretary of State of Colorado, reflecting the
        amendment of the stated value of shares of such series, hereby
        is authorized.



          IN WITNESS WHEREOF, the undersigned directors have duly
        approved the foregoing resolution effective as of June 15, 1995.





        (SEAL)

        .............................
                Josef Ratey




       .............................
               Egin Bresnig




       ............................
               Dean Wicker








                              EXHIBIT 3.8



                       RESOLUTION OF DIRECTORS

            ESTABLISHING A SERIES OF SHARES OF PREFERRED STOCK

                                  of

                    ISO BLOCK PRODUCTS USA, INC.



          The undersigned, constituting the entire board of directors of
        ISO BLOCK PRODUCTS USA, INC., a Colorado corporation
        ("Company"), hereby take the following actions by unanimous
        written consent in lieu of a meeting, as authorized by Section
        7-108-202 of the Colorado Business Corporation Act:



          WHEREAS,  the Board of Directors of the Company ("Board")
        desires to establish and designate a series of shares of
        Preferred Stock and to fix and determine the relative rights and
        preferences thereof in accordance with the following resolution;
        it is therefore



          RESOLVED, FIRST, that the Board hereby establishes and
        designates a series of Preferred Stock of the Company to consist
        of 1,000,000 shares, with a stated value per share of US$1.50,
        and hereby affixes the voting powers, designation, rights,
        preferences, privileges and restrictions of the shares of such
        series, as follows:



        1. Designation and Consideration.
           ------------------------------

          The designation of the series of Preferred Stock created by
        this Resolution shall be "SERIES C, NON-VOTING CONVERTIBLE
        PREFERRED STOCK", having a stated value of One Dollar and Fifty
        Cents ($1.50) per share.  Shares of this series are hereinbelow
        referred to as the "Series C Preferred Stock." Each share of
        Series C Preferred Stock shall be issued for such consideration
        as the Board may determine (whether cash, property or other
        assets) at the issue price of One Dollar and Fifty Cents
        (US$1.50) per share. Once duly issued for the consideration
        herein called for, shares of the Series C Preferred Stock shall
        be deemed fully paid and nonassessable.



        2. Dividends.
           ----------

          No dividends shall be payable on the Series C Preferred Stock.



        3. Redemption.
           -----------

          The shares of Series C Preferred Stock shall not be subject to
        redemption without the consent of the holders thereof.



        4. Conversion Right.
           -----------------

        4.1 Conversion Rate.

          Each share of Series C Preferred Stock may, subject to the terms
        hereof, be converted at the option of the holders thereof into one
        (1) fully paid, nonassessable share of common stock of the Company,
        no par value per share, subject to restrictions and limitations set
        forth in this Resolution. The common shares of the Company into which
        shares of Series C Preferred Stock are converted ("conversion shares")
        will not be registered under the Securities Act of 1933, as amended
        ("Act"), but shall be issued in reliance upon Regulation S or other
        available exemption from registration under the Act. Conversion
        shall be deemed to occur on the date a certificate or
        certificates representing shares of Series C Preferred Stock
        being converted is presented to the Company or to the Company's
        transfer agent and registrar, properly endorsed and accompanied
        by the proper fee payable to the transfer agent.



        4.2 Limitation on Conversion Right.

          Notwithstanding the provisions of paragraph 4.1 preceding, the
        shares of Series C Preferred Stock may only be converted into
        common shares of the Company commencing three (3) months after the
        date on which the common shares of the Company are first quoted
        on the Nasdaq National Market or Small-Cap System or listed on a
        U.S. securities exchange.



        4.3 Adjustments to Conversion Rate.

          The conversion rate set forth in paragraph 4.1 above will be
        subject to adjustment if the Company is reorganized, merged,
        consolidated or party to a plan of exchange with another corporation
        pursuant to which shareholders of the Company receive any shares
        of stock or other securities, or in the event of any sale or other
        transfer of all or substantially all of the Company's assets, or in
        case of any reclassification of or reverse split or split of the
        Common Stock, holders of shares of the Series C Preferred Stock
        shall be entitled, after the occurrence of any such event, to receive
        on conversion thereof the kind and amount of shares of stock or
        other securities, cash or other property receivable upon such
        event by a holder of the number of Common Shares into which the
        shares of Series C Preferred Stock might have been converted
        immediately prior to occurrence of the event. For purposes of
        this paragraph, the term "shareholder" means a holder of Common
        Stock.



        4.4 Common Stock Authorized.

          By adoption of this Resolution, the Board hereby specifically
        authorizes the issuance of an aggregate of 1,000,000 Common Shares
        upon conversion of the Series C Preferred Stock; provided, however,
        that if any adjustment to the conversion rate established in
        paragraph 4.1 should require the issuance of a greater number of
        Common Shares, then the issuance of such greater number of Common
        Shares hereby is authorized.



        4.5 No Fractional Shares Issuable.

          No fractional share of Common Stock, or scrip or other instrument
        representing a fractional Common Share, shall be issued upon
        conversion of any share of Series C Preferred Stock. If any such
        conversion results in a fractional share of Common Stock being
        issuable, the Company shall pay to the converting holder an amount,
        in cash, equal to the market value of the fractional interest or,
        if there is no market value or none is readily ascertainable,
        then such amount as the Board determines is reasonable in the
        circumstances.



        5.  Rights on Liquidation, Dissolution, or Winding Up.
          --------------------------------------------------

        5.1 Payment of Liquidation Preference.

          In the event of any voluntary or involuntary liquidation,
        dissolution or winding up of the Company, the holders of shares
        of Series C Preferred Stock then outstanding shall be subordinate
        to all claims of the Company's creditors but otherwise entitled to
        be paid out of the Company's assets available for distribution to its
        shareholders, before any payment is made to the holders of any class
        of Common Stock, the holders of the Series C Preferred Shares, or
        other shares of capital stock ranking junior upon liquidation to the
        Series C Preferred Stock, an amount equal to the $1.25 stated
        value per share. Upon receiving such liquidation preference, the
        holders of shares of Series C Preferred Stock shall not
        thereafter be entitled to share in any further distributions of
        remaining assets of the Company.



        5.2 Proportionate Distribution.

          In the event the Company's assets available for distribution to
        the holders of the shares of the Series C Preferred Stock and of
        any other class or series of preferred shares ranking on a parity
        therewith upon any voluntary or involuntary liquidation, dissolution
        or winding up of the Company are insufficient to pay in full all
        amounts to which such holders are entitled pursuant to paragraph 5.1,
        then there shall be paid ratably to holders of the shares of the
        Series C Preferred Stock their respective shares of the
        aggregate amount or amounts to which the holders of the shares
        of Series C Preferred Stock are entitled upon such liquidation,
        dissolution or winding up.



        5.3 Effective Reorganization.

          Neither the consolidation or merger of the Company with or into
        any other company nor the lease, exchange, sale or transfer of all
        or substantially all of the Company's assets shall be deemed to be
        a liquidation, dissolution or winding up of the Company's affairs,
        whether voluntary or otherwise, within the meaning of this Section 5.



        6. Voting Rights.
           --------------

          The shares of the Series C Preferred Stock shall not have the
        right to vote in the election of directors of the Company or on
        any other matters upon which shareholders of the Company may or
        must vote, except matters specifically, directly and adversely
        affecting their rights as holders of Series C Preferred Stock
        and shall have only such voting rights as a class as are
        unequivocally conferred in this Resolution, by the Colorado
        Business Corporation Act or other controlling corporation law
        statute. Any matter which requires the approval of the holders
        of the Series C Preferred Stock shall require only the
        affirmative vote of a majority of the votes cast by the holders
        of such shares, voting as a separate class, at any lawful
        meeting of such holders which commences with a quorum. Whenever
        such shares are entitled to vote, each share of Series C
        Preferred Stock shall be entitled to one vote.



        7. Certain Corporate Actions.
           --------------------------

          The Company shall not amend its articles or certificate of
        incorporation without the prior approval of the holders of the
        Series C Preferred Stock, voting as a separate class, if such
        amendment would directly or indirectly effect any adverse change
        in any of the rights, preferences or privileges of, or
        limitations provided for herein for the benefit of, the holders
        of Series C Preferred Stock. Without limiting the generality of
        the foregoing, no such amendment may be effected without such
        approval if such amendment would:



        (a)  Reduce the amount payable to the holders of Series C
        Preferred Stock upon the voluntary or involuntary liquidation,
        dissolution or winding up of the Company, or change the
        seniority of the liquidation preferences of the holders of
        Series C Preferred Stock relative to the rights upon
        liquidation, dissolution or winding up of the holders of any
        other class or series of the Company's shares; OR



        (b)  Cancel or modify the right of holders of Series C
        Preferred Stock to convert such shares to Common Shares of the
        Company, all as set forth in this Resolution.



        8. Rank of Series C Preferred Stock.
           ---------------------------------

          The shares of the Series C Preferred Stock shall rank prior as
        to dividends, redemption and upon liquidation to the shares of
        the Common Stock and other shares of preferred stock of the
        Company issued and outstanding as of the date of this
        Resolution. The Company may issue other shares of another class
        or series of preferred stock after the date of this Statement of
        Resolution which rank on a parity with or senior to the Series C
        Preferred Stock.



        9. Investment Intent Required.
           ---------------------------

          The shares of Series C Preferred Stock shall not be registered
        under the Act but will be offered and sold in reliance upon one
        or more exemptions from such registration. Every person
        acquiring shares of Series C Preferred Stock shall be required
        to affirmatively set forth his, her or its intention to acquire
        such shares for investment purposes only (or in the case of
        sales made in reliance upon Regulation S, other appropriate
        representations) and intention not to effect any distribution of
        such shares in the United States of America and shall execute an
        investment letter or similar document satisfactory in form and
        content to the Company's counsel. Shares of Series C Preferred
        Stock may not be offered, sold or otherwise transferred, pledged
        or hypothecated unless and until registered under the Act, or
        such offer, sale or transfer, pledge or hypothecation is, in the
        opinion of Company counsel, exempt from the registration
        provisions of the Act. Appropriate representations also may be
        required of any holder of Series C Preferred Shares at the time
        of requesting conversion of those shares into shares of the
        Company's common stock.



        10. Tax Matters.
            ------------

          The holders of Series C Preferred Stock shall be solely liable
        for and shall pay any and all taxes and other governmental
        charges, of every kind, that may be imposed in respect of the
        issue or delivery of Common Shares upon redemption or conversion
        of Series C Preferred Stock. The Company may withhold certain of
        such Common Shares in order to satisfy the Company's tax
        withholding obligations or take similar steps to ensure that
        such taxes and charges are duly paid. If the Company becomes
        liable for or pays any such taxes due to acts of a Series C
        Preferred Stock holder, it may, in order to recoup the amount of
        such tax or tax liability:



        (i)  withhold the amount of such tax or tax liability from any
        funds whatever in or coming into the Company's possession and
        belonging to such holder, including dividends declared on the
        Series C Preferred Stock and payable to such holder; and/or



        (ii)  cancel and reissue in the Company's name such number of
        shares of Series C Preferred Stock, based upon the original
        issue price per share, as will equal the amount of the tax paid
        or tax liability incurred.



        11. Offer and Sale of Series C Preferred Shares.
            --------------------------------------------

          The Company hereby is authorized to offer any or all of the shares
        of Series C Preferred Stock for sale to potential investors. Such
        sales are to be made in compliance with applicable laws, rules and
        regulations, and each subscriber for such shares shall execute a
        subscription agreement satisfactory in form and content to
        Company counsel.




          IN WITNESS WHEREOF, the undersigned directors have duly
        approved the foregoing resolution effective as of August 1, 1995.





       ............................
               Josef Ratey




       ...........................
               Egin Bresnig



       ...........................
               Dean Wicker





        (SEAL)





                             EXHIBIT 4.2



                    ISO BLOCK PRODUCTS USA, INC.

           Organized under the laws of the State of Colorado


            Series A, Non-Voting Convertible Preferred Stock




        No. PA-                                             SHARES





          THIS CERTIFIES that or registered assigns, is the registered
        owner of fully paid and nonassessable shares of the Series A,
        Non-Voting Convertible Preferred Stock, US$1.25 stated value (the
        "Preferred Stock" or "Preferred Shares"), of ISO BLOCK PRODUCTS
        USA, INC., a corporation organized in the United States of
        America under the laws of the State of Colorado ("Company"),
        transferable on the books of the Company by the holder hereof in
        person or by duly authorized attorney, upon surrender of this
        certificate properly endorsed. This Certificate and the
        Preferred Shares represented hereby are issued and shall be
        subject to all of the provisions of the Company's Articles of
        Incorporation and all amendments thereto (copies of which are on
        file with the Transfer Agent and in the office of the Secretary
        of State of Colorado) to all of which the holder, by acceptance
        hereof, assents.



          DIVIDENDS.  No dividends are payable on the Preferred Shares.


          REDEMPTION.  The Preferred Shares are not redeemable except by
        the mutual consent of the Company and the holder of the
        Preferred Shares.


          ASSIGNMENT.  These Preferred Shares may be assigned or
        transferred by the registered holder or by attorney duly
        authorized in writing, in whole or in part, at the offices of
        the Company with the Assignment form on the reverse side duly
        completed. Any assignment or transfer is subject to restrictions
        evidenced in the Application for Shares pursuant to which these
        shares have been issued.


          CONVERSION.  Subject to adjustment as hereinafter provided, the
        holder of this Certificate is entitled to convert each of the
        Preferred Shares evidenced hereby into ONE (1) fully paid and
        nonassessable share of the Company's common stock, $.0001 par
        value ("Common Stock" or "Common Shares"). Conversion shall be
        deemed to occur on the date a certificate or certificates
        representing Preferred Stock being converted is presented to the
        Company's transfer agent and registrar, properly endorsed and
        accompanied by the proper fee payable to the transfer agent. No
        fractional Common Shares will be issued. The Preferred Shares
        may only be converted into common shares of the Company
        commencing six (6) months after the date on which the common
        shares of the Company are first quoted on the Nasdaq National
        Market or Small-Cap System or listed on a U.S. securities
        exchange.



          ADJUSTMENTS.  The conversion rate set forth above will be
        subject to adjustment if the Company is reorganized, merged,
        consolidated or party to a plan of exchange with another
        corporation pursuant to which shareholders of the Company
        receive any shares of stock or other securities, or in the event
        of any sale or other transfer of all or substantially all of the
        Company's assets, or in case of any reclassification of or split
        or reverse split of the Common Stock.



          RIGHTS ON LIQUIDATION.  In the event of any voluntary or
        involuntary liquidation, dissolution or winding up of the
        Company, the holders of Preferred Stock then outstanding will be
        subordinate to all claims of the Company's creditors but
        otherwise entitled to be paid out of the Company's assets
        available for distribution to its shareholders, before any
        payment is made to the holders of any class of Common Stock or
        any other class or series of stock ranking junior upon
        liquidation to the Preferred Stock, an amount equal to the $1.25
        stated value per share.



          VOTING RIGHTS.  Holders of Preferred Stock do not have the
        right to vote in the election of directors of the Company or,
        generally, on any other matters upon which shareholders of the
        Company may or must vote and shall have only such voting rights
        as a class as are conferred by the Colorado Business Corporation
        Act. Whenever the Preferred Stock is entitled to vote, each
        share of Preferred Stock shall be entitled to one vote.



          CONVERSION AND ASSIGNMENT FEES.  Whenever these Preferred
        Shares are converted into Common Shares, or are assigned or
        transferred, there shall be paid to the Transfer Agent therewith
        the appropriate fee for every Preferred or Common Share
        certificate to be issued.



          STATUS OF HOLDER.  The Company and the Transfer Agent may deem
        and treat the registered holder of this Certificate as the
        absolute owner hereof for all purposes, and neither the Company
        nor the Transfer Agent shall be affected by any notice to the
        contrary.



          WITNESS the seal of the Company and the original signatures of
        its duly authorized officers.



        Dated:                         ISO BLOCK PRODUCTS USA, INC.







        President                     Secretary or Assistant Secretary






                   ISO BLOCK PRODUCTS USA, INC.



          The Company is authorized to issue shares of more than one
        class, namely 50,000,000 shares of Common Stock and 20,000,000
        shares of Preferred Stock. Pursuant to the Colorado Business
        Corporation Act, the Company will furnish to any shareholder
        upon request (addressed to the attention of the Company
        Secretary) and without charge a full statement of the
        designations, preferences, limitations and relative rights of
        the shares of each class authorized to be issued by the Company
        and of variations in the relative rights and preferences between
        the shares of each series of preferred stock of the Company
        insofar as any such series has been fixed and determined, and a
        statement of the authority of the Board of Directors of the
        Company to fix and determine the relative rights and preferences
        of subsequent series of preferred stock.





                   CONVERSION TO COMMON STOCK



          I or we hereby irrevocably elect to exercise the right of
        conversion represented by this certificate to convert
        _______________ of the shares of Preferred Stock evidenced by
        this certificate into shares of the Company's Common Stock and
        request that certificates for the Common Shares be issued in the
        name of:



        Please insert social security or EIN number	Name and address,
        including zip code:

        or other identifying number:



        ____________________________


        ____________________________


        ____________________________


        ____________________________



          and, if the number of Preferred Shares being converted to Common
        Shares is less than all of the Preferred Shares evidenced by
        this certificate, that a new certificate of like tenor for the
        balance of the remaining Preferred Shares not converted
        hereunder be delivered to the undersigned at the address below.



          IMPORTANT:  The name of the person converting Preferred Shares
        must correspond with the name of the Registered Holder written
        on the face of this Certificate in every particular, without
        alteration or any change whatever, unless it has been assigned
        by completing the Assignment form below.



          CERTIFICATION OF STATUS.  I/We hereby certify that I am/we are
        not a "U.S. Person" as defined in Regulation S under the U.S.
        Securities Act of 1933 and that I am/we are not converting these
        shares to acquire common shares for or on behalf of any U.S.
        Person. I/We understand that the term "U.S. Person" includes,
        among other persons, an individual resident in the United
        States, any corporation, partnership or other entity organized
        under United States law, any agency or branch of a corporation,
        partnership or other entity organized under the laws of a
        country other than the United States which is located in the
        United States, any trust or estate of which any trustee,
        administrator or executor is a U.S. Person, and any account held
        for the benefit of a U.S. Person.





        DATED: ______________________, 19_____



        X.............................................
           Signature of Preferred Stock Holder







                               ASSIGNMENT


          FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
        transfers unto



        Please insert social security or EIN number	Name and address,
        including zip code:

        or other identifying number:



        ___________________________


        ___________________________


        ___________________________


        ___________________________



        ________________ of the Preferred Shares evidenced by this
        Certificate, and does hereby irrevocably constitute and appoint
        any officer of the Company as lawful Attorney to transfer such
        shares on the books of the Company with full power of
        substitution in the premises. I/We hereby certify that, to the
        best of my/our knowledge, the person or persons to whom these
        shares are being assigned is NOT a "U.S. Person" as defined in
        Regulation S under the U.S. Securities Act of 1933. I/We
        understand that the term "U.S. Person" includes, among other
        persons, an individual resident in the United States, any
        corporation, partnership or other entity organized under United
        States law, any agency or branch of a corporation, partnership
        or other entity organized under the laws of a country other than
        the United States which is located in the United States, any
        trust or estate of which any trustee, administrator or executor
        is a U.S. Person, and any account held for the benefit of a U.S.
        Person.





        DATED: ______________________, 19_____



        X..............................................
            Signature of Preferred Stock Holder



          IMPORTANT:  The name of the person assigning Preferred Shares
        must correspond with the name of the Registered Holder written
        on the face of this Certificate in every particular, without
        alteration or any change whatever.



        SIGNATURE GUARANTEE:






                             EXHIBIT 4.3



                     ISO BLOCK PRODUCTS USA, INC.

             Organized under the laws of the State of Colorado


              Series B, Non-Voting Convertible Preferred Stock





        No. PB-                                           SHARES



          THIS CERTIFIES that or registered assigns, is the registered
        owner of fully paid and nonassessable shares of the Series B,
        Non-Voting Convertible Preferred Stock, US$1.50 stated value (the
        "Preferred Stock" or "Preferred Shares"), of ISO BLOCK PRODUCTS
        USA, INC., a corporation organized in the United States of
        America under the laws of the State of Colorado ("Company"),
        transferable on the books of the Company by the holder hereof in
        person or by duly authorized attorney, upon surrender of this
        certificate properly endorsed. This Certificate and the
        Preferred Shares represented hereby are issued and shall be
        subject to all of the provisions of the Company's Articles of
        Incorporation and all amendments thereto (copies of which are on
        file with the Transfer Agent and in the office of the Secretary
        of State of Colorado) to all of which the holder, by acceptance
        hereof, assents.



          DIVIDENDS.  No dividends are payable on the Preferred Shares.



          REDEMPTION.  The Preferred Shares are not redeemable except by
        the mutual consent of the Company and the holder of the
        Preferred Shares.



          ASSIGNMENT.  These Preferred Shares may be assigned or
        transferred by the registered holder or by attorney duly
        authorized in writing, in whole or in part, at the offices of
        the Company with the Assignment form on the reverse side duly
        completed. Any assignment or transfer is subject to restrictions
        evidenced in the subscription agreement pursuant to which these
        shares were sold.



          CONVERSION.  Subject to adjustment as hereinafter provided, the
        holder of this Certificate is entitled to convert each of the
        Preferred Shares evidenced hereby into ONE (1) fully paid and
        nonassessable share of the Company's common stock, no par value
        ("Common Stock" or "Common Shares"). Conversion shall be deemed
        to occur on the date a certificate or certificates representing
        Preferred Stock being converted is presented to the Company,
        properly endorsed. No fractional Common Shares will be issued.
        The Preferred Shares may only be converted into common shares of
        the Company commencing three (3) months after the date on which
        the common shares of the Company are first quoted on the Nasdaq
        National Market or Small-Cap System or listed on a U.S.
        securities exchange.



          ADJUSTMENTS.  The conversion rate set forth above will be
        subject to adjustment if the Company is reorganized, merged,
        consolidated or party to a plan of exchange with another
        corporation pursuant to which shareholders of the Company
        receive any shares of stock or other securities, or in the event
        of any sale or other transfer of all or substantially all of the
        Company's assets, or in case of any reclassification of or split
        or reverse split of the Common Stock.



          RIGHTS ON LIQUIDATION.  In the event of any voluntary or
        involuntary liquidation, dissolution or winding up of the
        Company, the holders of Preferred Stock then outstanding will be
        subordinate to all claims of the Company's creditors but
        otherwise entitled to be paid out of the Company's assets
        available for distribution to its shareholders, before any
        payment is made to the holders of any class of Common Stock or
        any other class or series of stock ranking junior upon
        liquidation to the Preferred Stock, an amount equal to the $0.80
        stated value per share.



          VOTING RIGHTS.  Holders of Preferred Stock do not have the
        right to vote in the election of directors of the Company or,
        generally, on any other matters upon which shareholders of the
        Company may or must vote and shall have only such voting rights
        as a class as are conferred by the Colorado Business Corporation
        Act. Whenever the Preferred Stock is entitled to vote, each
        share of Preferred Stock shall be entitled to one vote.



          CONVERSION AND ASSIGNMENT FEES.  Whenever these Preferred
        Shares are converted into Common Shares, or are assigned or
        transferred, there shall be paid to the Transfer Agent therewith
        the appropriate fee for every Common Share certificate to be
        issued.



          STATUS OF HOLDER.  The Company may deem and treat the
        registered holder of this Certificate as the absolute owner
        hereof for all purposes, and the Company shall not be affected
        by any notice to the contrary.



          WITNESS the seal of the Company and the original signatures of
        its duly authorized officers.



        Dated:                              ISO BLOCK PRODUCTS USA, INC.





        President                         Secretary or Assistant Secretary






                      ISO BLOCK PRODUCTS USA, INC.


          The Company is authorized to issue shares of more than one
        class, namely 50,000,000 shares of Common Stock and 20,000,000
        shares of Preferred Stock. Pursuant to the Colorado Business
        Corporation Act, the Company will furnish to any shareholder
        upon request (addressed to the attention of the Company
        Secretary) and without charge a full statement of the
        designations, preferences, limitations and relative rights of
        the shares of each class authorized to be issued by the Company
        and of variations in the relative rights and preferences between
        the shares of each series of preferred stock of the Company
        insofar as any such series has been fixed and determined, and a
        statement of the authority of the Board of Directors of the
        Company to fix and determine the relative rights and preferences
        of subsequent series of preferred stock.





                     CONVERSION TO COMMON STOCK





          I or we hereby irrevocably elect to exercise the right of
        conversion represented by this certificate to convert
        _______________ of the shares of Preferred Stock evidenced by
        this certificate into shares of the Company's Common Stock and
        request that certificates for the Common Shares be issued in the
        name of:



          Please insert social security or EIN number	Name and address,
        including zip code:

        or other identifying number:



        ___________________________


        ___________________________


        ___________________________


        ___________________________



        and, if the number of Preferred Shares being converted to Common
        Shares is less than all of the Preferred Shares evidenced by
        this certificate, that a new certificate of like tenor for the
        balance of the remaining Preferred Shares not converted
        hereunder be delivered to the undersigned at the address below.



          IMPORTANT:  The name of the person converting Preferred Shares
        must correspond with the name of the Registered Holder written
        on the face of this Certificate in every particular, without
        alteration or any change whatever, unless it has been assigned
        by completing the Assignment form below.



          CERTIFICATION OF STATUS.  I/We hereby certify that I am/we are
        not a "U.S. Person" as defined in Regulation S under the U.S.
        Securities Act of 1933 and that I am/we are not converting these
        shares to acquire common shares for or on behalf of any U.S.
        Person. I/We understand that the term "U.S. Person" includes,
        among other persons, an individual resident in the United
        States, any corporation, partnership or other entity organized
        under United States law, any agency or branch of a corporation,
        partnership or other entity organized under the laws of a
        country other than the United States which is located in the
        United States, any trust or estate of which any trustee,
        administrator or executor is a U.S. Person, and any account held
        for the benefit of a U.S. Person.





        DATED: ______________________, 19_____



        X.............................................
             Signature of Preferred Stock Holder





                                 ASSIGNMENT



          FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
        transfers unto



        Please insert social security or EIN number	Name and address,
        including zip code:

        or other identifying number:



        ___________________________


        ___________________________


        ___________________________


        ___________________________



        ________________ of the Preferred Shares evidenced by this
        Certificate, and does hereby irrevocably constitute and appoint
        any officer of the Company as lawful Attorney to transfer such
        shares on the books of the Company with full power of
        substitution in the premises. I/We hereby certify that, to the
        best of my/our knowledge, the person or persons to whom these
        shares are being assigned is NOT a "U.S. Person" as defined in
        Regulation S under the U.S. Securities Act of 1933. I/We
        understand that the term "U.S. Person" includes, among other
        persons, an individual resident in the United States, any
        corporation, partnership or other entity organized under United
        States law, any agency or branch of a corporation, partnership
        or other entity organized under the laws of a country other than
        the United States which is located in the United States, any
        trust or estate of which any trustee, administrator or executor
        is a U.S. Person, and any account held for the benefit of a U.S.
        Person.





        DATED: ______________________, 19_____



        X................................................
             Signature of Preferred Stock Holder



          IMPORTANT:  The name of the person assigning Preferred Shares
        must correspond with the name of the Registered Holder written
        on the face of this Certificate in every particular, without
        alteration or any change whatever.



        SIGNATURE GUARANTEE:






                                EXHIBIT 4.4



                       ISO BLOCK PRODUCTS USA, INC.

               Organized under the laws of the State of Colorado


                Series C, Non-Voting Convertible Preferred Stock




        No. PC-                                              SHARES



          THIS CERTIFIES that or registered assigns, is the registered
        owner of fully paid and nonassessable shares of the Series C,
        Non-Voting Convertible Preferred Stock, US$1.50 stated value (the
        "Preferred Stock" or "Preferred Shares"), of ISO BLOCK PRODUCTS
        USA, INC., a corporation organized in the United States of
        America under the laws of the State of Colorado ("Company"),
        transferable on the books of the Company by the holder hereof in
        person or by duly authorized attorney, upon surrender of this
        certificate properly endorsed. This Certificate and the
        Preferred Shares represented hereby are issued and shall be
        subject to all of the provisions of the Company's Articles of
        Incorporation and all amendments thereto (copies of which are on
        file with the Transfer Agent and in the office of the Secretary
        of State of Colorado) to all of which the holder, by acceptance
        hereof, assents.



          DIVIDENDS.  No dividends are payable on the Preferred Shares.



          REDEMPTION.  The Preferred Shares are not redeemable except by
        the mutual consent of the Company and the holder of the
        Preferred Shares.



          ASSIGNMENT.  These Preferred Shares may be assigned or
        transferred by the registered holder or by attorney duly
        authorized in writing, in whole or in part, at the offices of
        the Company with the Assignment form on the reverse side duly
        completed. Any assignment or transfer is subject to restrictions
        evidenced in the subscription agreement pursuant to which these
        shares were sold.



          CONVERSION.  Subject to adjustment as hereinafter provided, the
        holder of this Certificate is entitled to convert each of the
        Preferred Shares evidenced hereby into ONE (1) fully paid and
        nonassessable share of the Company's common stock, no par value
        ("Common Stock" or "Common Shares"). Conversion shall be deemed
        to occur on the date a certificate or certificates representing
        Preferred Stock being converted is presented to the Company,
        properly endorsed. No fractional Common Shares will be issued.
        The Preferred Shares may only be converted into common shares of
        the Company commencing three (3) months after the date on which
        the common shares of the Company are first quoted on the Nasdaq
        National Market or Small-Cap System or listed on a U.S.
        securities exchange.



          ADJUSTMENTS.  The conversion rate set forth above will be
        subject to adjustment if the Company is reorganized, merged,
        consolidated or party to a plan of exchange with another
        corporation pursuant to which shareholders of the Company
        receive any shares of stock or other securities, or in the event
        of any sale or other transfer of all or substantially all of the
        Company's assets, or in case of any reclassification of or split
        or reverse split of the Common Stock.



          RIGHTS ON LIQUIDATION.  In the event of any voluntary or
        involuntary liquidation, dissolution or winding up of the
        Company, the holders of Preferred Stock then outstanding will be
        subordinate to all claims of the Company's creditors but
        otherwise entitled to be paid out of the Company's assets
        available for distribution to its shareholders, before any
        payment is made to the holders of any class of Common Stock or
        any other class or series of stock ranking junior upon
        liquidation to the Preferred Stock, an amount equal to the $1.50
        stated value per share.



          VOTING RIGHTS.  Holders of Preferred Stock do not have the
        right to vote in the election of directors of the Company or,
        generally, on any other matters upon which shareholders of the
        Company may or must vote and shall have only such voting rights
        as a class as are conferred by the Colorado Business Corporation
        Act. Whenever the Preferred Stock is entitled to vote, each
        share of Preferred Stock shall be entitled to one vote.



          CONVERSION AND ASSIGNMENT FEES.  Whenever these Preferred
        Shares are converted into Common Shares, or are assigned or
        transferred, there shall be paid to the Transfer Agent therewith
        the appropriate fee for every Common Share certificate to be
        issued.



          STATUS OF HOLDER.  The Company may deem and treat the
        registered holder of this Certificate as the absolute owner
        hereof for all purposes, and the Company shall not be affected
        by any notice to the contrary.



          WITNESS the seal of the Company and the original signatures of
        its duly authorized officers.



        Dated:                           ISO BLOCK PRODUCTS USA, INC.





        President                      Secretary or Assistant Secretary





                      ISO BLOCK PRODUCTS USA, INC.



          The Company is authorized to issue shares of more than one
        class, namely 50,000,000 shares of Common Stock and 20,000,000
        shares of Preferred Stock. Pursuant to the Colorado Business
        Corporation Act, the Company will furnish to any shareholder
        upon request (addressed to the attention of the Company
        Secretary) and without charge a full statement of the
        designations, preferences, limitations and relative rights of
        the shares of each class authorized to be issued by the Company
        and of variations in the relative rights and preferences between
        the shares of each series of preferred stock of the Company
        insofar as any such series has been fixed and determined, and a
        statement of the authority of the Board of Directors of the
        Company to fix and determine the relative rights and preferences
        of subsequent series of preferred stock.





                      CONVERSION TO COMMON STOCK



          I or we hereby irrevocably elect to exercise the right of
        conversion represented by this certificate to convert
        _______________ of the shares of Preferred Stock evidenced by
        this certificate into shares of the Company's Common Stock and
        request that certificates for the Common Shares be issued in the
        name of:



        Please insert social security or EIN number	Name and address,
        including zip code:

        or other identifying number:



        ___________________________


        ___________________________


        ___________________________


        ___________________________




        and, if the number of Preferred Shares being converted to Common
        Shares is less than all of the Preferred Shares evidenced by
        this certificate, that a new certificate of like tenor for the
        balance of the remaining Preferred Shares not converted
        hereunder be delivered to the undersigned at the address below.



          IMPORTANT:  The name of the person converting Preferred Shares
        must correspond with the name of the Registered Holder written
        on the face of this Certificate in every particular, without
        alteration or any change whatever, unless it has been assigned
        by completing the Assignment form below.



          CERTIFICATION OF STATUS.  I/We hereby certify that I am/we are
        not a "U.S. Person" as defined in Regulation S under the U.S.
        Securities Act of 1933 and that I am/we are not converting these
        shares to acquire common shares for or on behalf of any U.S.
        Person. I/We understand that the term "U.S. Person" includes,
        among other persons, an individual resident in the United
        States, any corporation, partnership or other entity organized
        under United States law, any agency or branch of a corporation,
        partnership or other entity organized under the laws of a
        country other than the United States which is located in the
        United States, any trust or estate of which any trustee,
        administrator or executor is a U.S. Person, and any account held
        for the benefit of a U.S. Person.





        DATED: ______________________, 19_____



        X.................................................
             Signature of Preferred Stock Holder







                              ASSIGNMENT





          FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
        transfers unto



        Please insert social security or EIN number	Name and address,
        including zip code:

        or other identifying number:



        ___________________________


        ___________________________


        ___________________________


        ___________________________



        ________________ of the Preferred Shares evidenced by this
        Certificate, and does hereby irrevocably constitute and appoint
        any officer of the Company as lawful Attorney to transfer such
        shares on the books of the Company with full power of
        substitution in the premises. I/We hereby certify that, to the
        best of my/our knowledge, the person or persons to whom these
        shares are being assigned is NOT a "U.S. Person" as defined in
        Regulation S under the U.S. Securities Act of 1933. I/We
        understand that the term "U.S. Person" includes, among other
        persons, an individual resident in the United States, any
        corporation, partnership or other entity organized under United
        States law, any agency or branch of a corporation, partnership
        or other entity organized under the laws of a country other than
        the United States which is located in the United States, any
        trust or estate of which any trustee, administrator or executor
        is a U.S. Person, and any account held for the benefit of a U.S.
        Person.





        DATED: ______________________, 19_____



        X...................................................
              Signature of Preferred Stock Holder



          IMPORTANT:  The name of the person assigning Preferred Shares
        must correspond with the name of the Registered Holder written
        on the face of this Certificate in every particular, without
        alteration or any change whatever.



        SIGNATURE GUARANTEE:






                              EXHIBIT 4.5



                    ISO BLOCK PRODUCTS USA, INC.

            Organized under the laws of the State of Colorado


            Series 1996, Non-Voting Convertible Preferred Stock



            *****SEE RESTRICTIVE LEGEND ON REVERSE SIDE*****



          THIS CERTIFIES that or registered assigns, is the registered owner
        of fully paid and nonassessable shares of the Series 1996,
        Non-Voting Convertible Preferred Stock, US$1.50 stated value
        (the "Preferred Stock" or "Preferred Shares"), of ISO BLOCK
        PRODUCTS USA, INC., a corporation organized in the United States
        of America under the laws of the State of Colorado ("Company"),
        transferable on the books of the Company by the holder hereof in
        person or by duly authorized attorney, upon surrender of this
        certificate properly endorsed. This Certificate and the
        Preferred Shares represented hereby are issued and shall be
        subject to all of the provisions of the Company's Articles of
        Incorporation and all amendments thereto (copies of which are on
        file with the Transfer Agent and in the office of the Secretary
        of State of Colorado) to all of which the holder, by acceptance
        hereof, assents.



          DIVIDENDS.  No dividends are payable on the Preferred Shares.



          REDEMPTION.  The Preferred Shares are not redeemable except by
        the mutual consent of the Company and the holder of the
        Preferred Shares.



          ASSIGNMENT.  These Preferred Shares may be assigned or
        transferred by the registered holder or by attorney duly
        authorized in writing, in whole or in part, at the offices of
        the Company with the Assignment form on the reverse side duly
        completed. Any assignment or transfer is subject to restrictions
        evidenced in the subscription agreement pursuant to which these
        shares were sold.



          CONVERSION.  Subject to adjustment as hereinafter provided, the
        holder of this Certificate is entitled at any time on or after
        January 24, 2000, to convert each Preferred Share evidenced
        hereby into ONE (1) fully paid and nonassessable share of the
        Company's common stock, no par value ("Common Stock" or "Common
        Shares"). Conversion shall be deemed to occur on the date a
        certificate or certificates representing Preferred Stock being
        converted is presented to the Company, properly endorsed. No
        fractional Common Shares will be issued. Such conversion rate is
        subject to adjustment if the Company is reorganized, merged,
        consolidated or party to a plan of exchange with another
        corporation pursuant to which shareholders of the Company
        receive any shares of stock or other securities, or in the event
        of any sale or other transfer of all or substantially all of the
        Company's assets, or in case of any reclassification of or split
        or reverse split of the Common Stock.



          OTHER ADJUSTMENTS.  In addition to any such adjustments, the
        number of Common Shares issuable upon conversion is subject to
        reduction based upon the economic performance of certain
        subsidiaries of the Company.



          RIGHTS ON LIQUIDATION.  In the event of any voluntary or
        involuntary liquidation, dissolution or winding up of the
        Company, the holders of Preferred Stock then outstanding shall
        be subordinate to all claims of the Company's creditors and to
        all claims of the holders of every other series of the Company's
        preferred stock then issued and outstanding (unless such a
        series is expressly made subordinate to or of a parity with the
        Preferred Stock) but otherwise are entitled to share ratably
        with the holders of the Company's common stock in the Company's
        assets available for distribution to its shareholders.



          VOTING RIGHTS.  Holders of Preferred Stock do not have the
        right to vote in the election of directors of the Company or,
        generally, on any other matters upon which shareholders of the
        Company may or must vote and shall have only such voting rights
        as a class as are conferred by the Colorado Business Corporation
        Act. Whenever the Preferred Stock is entitled to vote, each
        share of Preferred Stock shall be entitled to one vote.



          CONVERSION AND ASSIGNMENT FEES.  Whenever these Preferred
        Shares are converted into Common Shares, or are assigned or
        transferred, there shall be paid to the Transfer Agent therewith
        the appropriate fee for every Common Share certificate to be
        issued.



          STATUS OF HOLDER.  The Company may deem and treat the
        registered holder of this Certificate as the absolute owner
        hereof for all purposes, and the Company shall not be affected
        by any notice to the contrary.



          WITNESS the seal of the Company and the original signatures of
        its duly authorized officers.



        Dated:                         ISO BLOCK PRODUCTS USA, INC.






        President                    Secretary or Assistant Secretary



          The Preferred Shares evidenced by this certificate and the
        common shares into which the Preferred Shares may be converted
        have not been registered under the Securities Act of 1933, as
        amended ("Act"), and may not be resold, hypothecated or
        transferred in any manner unless first registered under the Act
        or except pursuant to an available exemption from the
        registration requirements of the Act.




                  ISO BLOCK PRODUCTS USA, INC.


          The Company is authorized to issue shares of more than one
        class, namely 50,000,000 shares of Common Stock and 20,000,000
        shares of Preferred Stock. Pursuant to the Colorado Business
        Corporation Act, the Company will furnish to any shareholder
        upon request (addressed to the attention of the Company
        Secretary) and without charge a full statement of the
        designations, preferences, limitations and relative rights of
        the shares of each class authorized to be issued by the Company
        and of variations in the relative rights and preferences between
        the shares of each series of preferred stock of the Company
        insofar as any such series has been fixed and determined, and a
        statement of the authority of the Board of Directors of the
        Company to fix and determine the relative rights and preferences
        of subsequent series of preferred stock.




                     CONVERSION TO COMMON STOCK



          I or we hereby irrevocably elect to exercise the right of
        conversion represented by this certificate to convert
        _______________ of the shares of Preferred Stock evidenced by
        this certificate into shares of the Company's Common Stock and
        request that certificates for the Common Shares be issued in the
        name of:



        Please insert social security or EIN number	Name and address,
        including zip code:

        or other identifying number:



        ___________________________


        ___________________________


        ___________________________


        ___________________________



        and, if the number of Preferred Shares being converted to Common
        Shares is less than all of the Preferred Shares evidenced by
        this certificate, that a new certificate of like tenor for the
        balance of the remaining Preferred Shares not converted
        hereunder be delivered to the undersigned at the address below.



          IMPORTANT:  The name of the person converting Preferred Shares
        must correspond with the name of the Registered Holder written
        on the face of this Certificate in every particular, without
        alteration or any change whatever, unless it has been assigned
        by completing the Assignment form below.





        DATED: ______________________, 19_____




        X..................................................
              Signature of Preferred Stock Holder







                               ASSIGNMENT





          FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
        transfers unto



        Please insert social security or EIN number	Name and address,
        including zip code:

        or other identifying number:



        ___________________________


        ___________________________


        ___________________________


        ___________________________




        ______________ of the Preferred Shares evidenced by this
        Certificate, and does hereby irrevocably constitute and appoint
        any officer of the Company as lawful Attorney to transfer such
        shares on the books of the Company with full power of
        substitution in the premises.





        DATED: ______________________, 19_____



        X....................................................
              Signature of Preferred Stock Holder



          IMPORTANT:  The name of the person assigning Preferred Shares
        must correspond with the name of the Registered Holder written
        on the face of this Certificate in every particular, without
        alteration or any change whatever.



        SIGNATURE GUARANTEE: