=================================================================

                       U.S. SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                      FORM 10-K

                [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                         THE SECURITIES EXCHANGE ACT OF 1934

                     For the fiscal year ended December 31, 1996

                                          OR

               [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                         THE SECURITIES EXCHANGE ACT OF 1934

                      For the transition period from         to

                            Commission File Number 0-17246

                          GULF EXPLORATION CONSULTANTS, INC.
                (Exact name of registrant as specified in its charter)


                         Delaware                           76-0293525
              (State or other jurisdiction of            (I.R.S. Employer
              incorporation or organization)           Identification No.)


            One Independent Drive, Suite 2201,                
                  Jacksonville, Florida                       32202
          (Address of principal executive office)          (Zip Code)

                            Registrant's telephone number,
                         including area code:  (904) 745-6981

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

             Securities registered pursuant to Section 12(g) of the Act:
                        COMMON STOCK, PAR VALUE $.01 PER SHARE


               Indicate by check mark whether the Registrant (1) has filed
          all reports required to be filed by Section 13 or 15(d) of the
          Securities Exchange Act of 1934 during the preceding 12 months
          (or for such shorter period that the Registrant was required to
          file such reports), and (2) has been subject to such filing
          requirements for the past 90 days.  YES [   ]  NO [ X ]

               Indicate by check mark if disclosure of delinquent filers
          pursuant to Item 405 of Regulation S-K is not contained herein,
          and will not be contained, to the best of the registrant's
          knowledge, in definitive proxy or information statements
          incorporated by reference in Part III of this Form 10-K or any
          amendment to this Form 10-K.  YES [ X ]  NO [   ]

               The aggregate market value of the voting stock held by non-
          affiliates of the Registrant at as of March 31, 1997, cannot be
          determined since there is no established public trading market
          for the registrant's common stock.

               At April 15, 1997, there were 1,991,092 shares of Common
          Stock outstanding.

               Documents incorporated by reference:  None

          =================================================================

          <PAGE>

                                        PART I

          ITEM 1.  BUSINESS.

          GENERAL

               Gulf Exploration Consultants Inc. ("the Company") is
          presently a "shell" corporation with no active business
          activities other than seeking the acquisition of an operating
          business or business opportunity.  Management has been
          negotiating with International Form Corporation, a Florida
          corporation ("IFC") with respect to a possible merger
          transaction.  IFC is engaged in the design, manufacture and sale
          of high technology concrete forming systems to serve the domestic
          and international residential housing and commercial high rise
          construction markets.  Any transaction would be subject to the
          execution of a definitive agreement containing customary
          representations, covenants and closing conditions, approval of
          the Company's stockholders at a meeting to be called after filing
          with and clearance of requisite proxy materials by the Securities
          and Exchange Commission (the "SEC") and the satisfaction of
          customary closing conditions.

               The Company was incorporated under the laws of the State of
          Delaware on October 2, 1987.  On September 15, 1988, the Company
          effected a roll-up transaction pursuant to which its wholly-owned
          subsidiaries Bengal Oil & Gas Corporation, a Colorado
          corporation, Gopher Exploration, Inc., a Texas corporation, GEC
          Texas, Inc. (formerly Gulf Exploration Consultants, Inc.), a
          Texas corporation, Dornoch Exploration, Inc., a Texas corporation
          and Vanderbilt Petroleum, Inc., a Delaware corporation, were
          rolled-up into the Company.

               In 1988 and 1989, the Company incurred losses in the amount
          of $4.3 million and $4.1 million, respectively. These substantial
          losses eroded the Company's capital base and made it more
          difficult to obtain additional capital through borrowing or
          equity offerings.  In addition, the Company had already incurred
          a substantial amount of debt. In 1990, in order to repay such
          debt the Company was forced to dispose of certain of its major
          oil and gas interests.

               In July 1989, the National Association of Securities
          Dealers, Inc. ("NASD") delisted the Company's Common Stock from
          the NASDAQ Small-Cap Market because of the lack of active market
          makers registered to trade in the Company's securities.

               An additional barrier to the Company's ability to obtain
          sufficient financing to fund its operations was the presence of a
          class of Preferred Stock of the Company which had a liquidation
          preference over the Company's Common Stock.  Management
          determined that it would not be able to successfully obtain
          capital through the issuance of equity securities until it
          redeemed all of the Preferred Stock.  Thus, over the period from
          1990 through 1994, the Company redeemed all of the outstanding
          Preferred Stock.  The Preferred Stock redemption, however,
          resulted in the Company disposing of substantially all of its
          remaining oil and gas assets.  Subsequent to such redemption the
          Company did not have any active business or operations.

          EMERGING MONEY

               In December 1994, after engaging in negotiations with
          several other parties in an attempt to acquire a viable business
          opportunity for the Company, the Company acquired 100% interest
          in Emerging Money plc, a Republic of Ireland corporation
          ("Emerging Money"), from Minmet plc, a Republic of Ireland
          corporation ("Minmet"), for 758,845 shares* of the Company's
          Common Stock.  Efforts were made to raise capital for
          developmental purposes and to have the Company's shares of Common
          Stock included for trading on the NASDAQ Small-Cap Market;
          however, the Company was not able to raise sufficient capital for
          such purposes.  As a result of the Company's inability to raise
          sufficient capital, Minmet continued to fund Emerging Money's
          operations.

               Minmet had formed Emerging Money in June 1994 to hold
          investments in companies which provide electronically distributed
          market information on the world's emerging capital markets. 

          ________________

          *    All per share data in this Report gives effect to the 1-for-
               50 reverse stock split in June 1996.

                                      -2-
     <PAGE>

          Emerging Money's principal operating subsidiary was Russiamoney
          Limited ("Russiamoney"), of which it held a 50% interest with the
          Investment & Analytical Centre of Moscow (the "IAC") owning the
          remaining 50% interest.  The IAC was a Moscow based economic
          consultancy.  In November 1995, the IAC terminated the
          arrangement as to Russiamoney because of non-payment by Emerging
          Money.

               The Company believes that the development of Emerging Money
          was curtailed for three reasons.  First, Emerging Money was
          unable to meet its capital raising plan.  It planned to raise
          $500,000 as bridge loans by January 1995, but was only able to
          raise $200,000 by March 1995.  Second, sales of the existing
          Russiamoney services failed to grow at a significant level. 
          Third, the retention of personnel placed further strains on
          Emerging Money's cash resources.

               By September 1995, year to date losses had reached more than
          $600,000 and Minmet, which had already provided Emerging Money
          with more than $350,000 in funding, was unable to continue
          providing financial support.

          MICRON TRANSACTION

               As a result of the inability of Minmet to continue funding
          Emerging Money and in order to discharge the March 1995 bridge
          loans of $100,000 each from Dennis Mensch ("Mensch") and DRM&S,
          Inc., now known as Osprey Investments Inc. ("Osprey"), repayable
          on June 30, 1995 with interest at 9% per annum (the "Bridge
          Notes") and to settle the loans advanced by Minmet to Emerging
          Money and the Company, the Board of Directors of the Company
          authorized, subject to stockholder approval, the transactions
          contemplated on behalf of the Company under (i) the Subscription
          Agreement and Option, dated December 7, 1995 (the "Micron
          Subscription"), among the Company, Minmet, Micron Ltd., an Isle
          of Man corporation ("Micron") and Emerging Money and (ii) the
          Letter Agreement, dated December 22, 1995 (the "Letter
          Agreement"), among the Company, Minmet, DRM&S and Mensch.  (The
          transactions contemplated on behalf of the Company under the
          Micron Subscription and the Letter Agreement are collectively
          referred to herein as the "Micron Transaction").

               The Micron Subscription related to the acquisition by Micron
          of 3,954,545 newly issued shares of the common stock of Emerging
          Money.  The acquisition resulted in Micron owning 72.5% of the
          then outstanding shares of Emerging Money and the Company's
          ownership interest in Emerging Money being reduced to 27.5% of
          Emerging Money shares then to be outstanding.  In consideration
          for such Emerging Money shares, Micron paid Emerging Money 39,546
          Irish Pounds (US$ 63,293 equivalent as of December 31, 1995) and
          paid on behalf of Emerging Money approximately US$ 80,000 which
          enabled Emerging Money to discharge certain agreed creditors.  In
          addition Micron paid or advanced additional funds to creditors of
          Emerging Money to pay off certain liabilities and Micron had the
          right to control the management and finances of Emerging Money on
          a daily basis and to request Emerging Money to provide to Micron
          exclusive editing and administration services upon a fee basis. 
          Furthermore, pursuant to the Micron Subscription, Micron
          controlled marketing for Emerging Money's services and collected
          and used in its sole discretion all revenues obtained from new
          subscribers.  Revenues obtained from Russiamoney subscribers as
          of November 30, 1995 had been used by Emerging Money for working
          capital purposes.  Micron was also given the right to use all
          names, trademarks and copyrights used in connection with the
          business of Emerging Money or its subsidiaries on an exclusive
          basis.  As of the entry into the Micron Subscription, neither the
          Company nor Emerging Money had sufficient capital to maintain the
          continuing operations of Emerging Money.  In December 1995,
          Micron made a separate arrangement with the IAC as to the former
          operations of Russiamoney.  Prior to the Micron Subscription,
          Micron had no relationship with the Company or Minmet.

          CORPORATE RESTRUCTURING

               Following the closing of the Micron Subscription on June 17,
          1996 after approval by the Company's stockholders, (i) each of
          Osprey and Mensch exchanged its Bridge Notes for Common Stock of
          the Company amounting to 22% of the shares then to be
          outstanding, (ii) the Company transferred its 27.5% interest in
          Emerging Money to Minmet in exchange for shares of the Company's
          Common Stock then owned by Minmet which reduced Minmet's holding
          of the Company's Common Stock from 56.37% to 15% of the shares
          then to be outstanding and the forgiveness of certain amounts due
          from the Company, (iii) the existing public stockholders of the
          Company then owned the balance of the outstanding shares of
          Common Stock (or 41%) and (iv) the Company had no further

                                      3
     <PAGE>

          interest in Emerging Money nor any obligation for any liabilities
          of Emerging Money.

               Following the Micron Transaction, the Company had no
          business activity; however its management began seeking business
          opportunities for the Company.  The intention was to identify and
          enter into an arrangement for a business which would present
          growth prospects to stockholders.  Any arrangement will be
          subject to approval by stockholders.  After reviewing possible
          acquisition prospects, active negotiations are being held with
          IFC.  The Micron Subscription contains a non-competition covenant
          which restricts the Company from competing directly or indirectly
          in any business activities of the type carried on by Emerging
          Money and any of its subsidiaries at the closing of the Micron
          Transaction for a period of two years following such closing. 
          Management has no plans to seek a business opportunity in the
          field of dissemination of financial information on emerging
          markets.

          ITEM 2.  DESCRIPTION OF PROPERTY

               The Company having ceased to operate its oil and gas
          business had no continuing interest in any properties at December
          31, 1996 other than some minor [leasehold] interests.  The
          Company operates from leased premises in Jacksonville, Florida,
          with some administrative functions carried on from Minmet's
          office in Dublin, Ireland.  These premises are held on a week to
          week rent-free basis arrangement with the lessors.  The lessor in
          Florida is Osprey and the lessor in Dublin is Minmet.

          ITEM 3.  LEGAL PROCEEDINGS

               The Company is not a party, and property of the Company is
          not subject, to a material legal proceeding.

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

               There were no matters submitted to a vote of security
          holders of the Company in the fourth quarter of 1996.


                                       PART II

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

               The Common Stock of the Company is traded in the over-the-
          counter market and the trading is inactive.  Currently, there is
          no established public trading market for the Common Stock.  The
          Common Stock was deleted from the Nasdaq system in July 1989
          because there were no longer any active market makers registered
          to trade the securities.

               As of December 31, 1996, there were approximately 1,424
          stockholders of record of the Company's Common Stock.

               The Company paid no dividends on the Common Stock in the
          fiscal years ended December 31, 1996, 1995 and 1994.  Future
          dividend payments are dependent upon management's ability to
          acquire a profitable business into the Company and factors to be
          determined by its then Board of Directors and the absence of
          contractual or legal restrictions on the payment of dividends. 
          No dividend payments are expected in 1997.

          ITEM 6.  SELECTED FINANCIAL DATA

               The selected financial information set forth below has been
          taken from the consolidated financial statements of the Company
          included herein and from previously published consolidated

                                      4 
     <PAGE>                                 
     
          financial statements of the Company not appearing herein.  Such
          selected financial information should be read in conjunction with
          the consolidated financial statements of the Company.

           FOR THE YEAR ENDED DECEMBER 31          1996             1995
           ------------------------------          ----             ----

           INCOME STATEMENT DATA:
           Revenues                            $   3,183      $   64,034
           Net income (loss)                     382,914        (712,694)
           Net income (loss) per common share       0.20           (0.01)
           

           BALANCE SHEET DATA:
           Total assets                           $5,789         $85,938
           Long-term obligations                       0               0
           Number of shares outstanding        1,991,092      99,999,000



           FOR THE YEAR ENDED                 1994        1993        1992
             DECEMBER 31                      ----        ----        ----
           ------------------

           INCOME STATEMENT DATA:
           Revenues                      $   8,045     $224,285      $11,859
           Net income (loss)              (106,562)     121,294      (15,442)
           Net income (loss) per common       
             share                            0.00         0.00         0.00
           

           BALANCE SHEET DATA:
           Total assets                   $251,497     $111,491     $369,446
           Long-term obligations             5,035            0            0
           Number of shares 
             outstanding                99,999,000   62,056,731   62,056,731


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

          YEARS ENDED DECEMBER 31, 1996 AND 1995

               The Company had a net profit in 1996 of $382,914 compared to
          net loss in 1995 of $712,694.  The $382,914 profit is made up of
          a gain of $479,837 from the disposition of the Company s
          shareholding in Emerging Money, other income of $3,183 from the
          winding up of the oil and gas businesses and these revenues being
          offset by legal, accounting and stock transfer fees amounting to
          approximately $84,912.

               Technical, general and administrative costs decreased from
          $700,672 in 1995 to $108,530 in 1996 due to the disposal of
          Emerging Money activity from the Company.

               Interest income amounted to $101 in 1996 compared to $322 in
          1995 as the cash balances of the Company were reduced. 

          YEARS ENDED DECEMBER 31, 1995 AND 1994

               The Company had a net loss in 1995 of $712,694 compared to
          net loss in 1994 of $106,562.  Of the loss of $712,694, $128,957
          was incurred by the Company and $583,737 was incurred by Emerging
          Money.  The Company incurred the loss due to professional fees
          that were incurred in maintaining the Company and the cost of a
          full-time executive in the United States during the six-month
          period to June 30, 1995.  Emerging Money's losses were incurred
          in developing its financial information on-line business.

               Technical, general and administrative costs increased from
          $110,588 in 1994 to $700,672 in 1995 with the inclusion of the
          development stage costs of Emerging Money.

               Interest income amounted to $322 in 1995 compared to $948 in
          1994 as the cash balances of the Company were reduced.

          LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN ASSUMPTIONS

               Based on the financial position of the Company at December
          31, 1996 significant doubt exists about the Company's ability to
          continue as a going concern as the Company has, exclusive of

                                      5
     <PAGE>

          extraordinary items, suffered recurring losses over the past
          years.  The Company was successful in eliminating all of its
          debt, at a substantial discount, in 1991, 1992 and 1993.  The
          Company has also been successful in eliminating all of the
          liquidation preference associated with its preferred stock by
          repurchasing such stock.  The elimination of this liquidation
          preference has allowed management the chance to seek out new
          business opportunities which culminated in 1994 with the
          acquisition of Emerging Money.  In June 1996, the Company
          disposed of Emerging Money.  Since June 1996, operations have
          been limited to seeking an acquisition and preparing necessary
          SEC reports to maintain its status as an SEC reporting company.

               No assurance can be given that a new acquisition, such as
          with IFC, will be quickly effected, or, if effected, that the
          terms will be favorable or substantially non-dilutive to the
          stockholders of the Company, or that an active trading market
          would be created for the Common Stock.

          ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

               Financial statements, financial statement schedules and
          supplementary data, listed under Item 14, are presented in a
          separate section of this Report beginning on Page F-1.

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

               In March 1995, the Company changed independent accountants
          from Arthur Andersen LLP to Berry, Dunn, McNeil and Parker. 
          Arthur Andersen had represented the Company through its Houston,
          Texas office to service more efficiently the Company's previous
          oil and gas business and continued as accountant after such
          business activities were terminated and the Company was inactive
          and had relocated its administrative base to New York.  There
          were no disagreements with Arthur Andersen on any matter of
          accounting principles or practices, financial statement
          disclosure or auditing scope or procedure.


                                       PART III

          10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

               The following table lists the names, ages, positions, and
          periods of service with the Company of its directors and
          executive officers.

                                      SERVED AS
                                      DIRECTOR
                 NAME         AGE       SINCE              POSITION
                 ----         ---     ---------            --------

           Daniel Murphy      54        1996       President

           Michael H. Nolan   35        1995       Chief Financial
                                                   Officer, Secretary and
                                                   Director

           Jeremy Metcalfe    57        1995       Director

                                      6
     <PAGE>

               Daniel Murphy was appointed as a director and the President
          of the Company in July 1996.  Mr Murphy has been a financial
          consultant and private investor since March 1996, and serves as
          President of Solutions Partners, Inc.  From July 1993 to March
          1996, he was an officer of Coleman & Company Securities, Inc.,
          and prior thereto he was a Vice President of Brenner Securities,
          both of which are securities broker-dealers.  

               Michael H. Nolan, a chartered accountant in Ireland, has
          been the Chief Financial Officer of the Company since May 1994,
          Secretary and a director since December 1995.  Since April 1994,
          he has also served as Finance Director of Minmet, which is
          engaged in mining.  From 1989 through 1994, Mr. Nolan was an
          associate director of Equity and Corporate Finance plc, a London
          based investment company.

               Jeremy Metcalfe  has been a director of the Company since
          December 1995.  He has served as the Chairman of the Board of
          Directors of Minmet since September 1995 and is also on the Board
          of Directors of several Minmet subsidiaries.  Mr. Metcalfe has
          also served as a director of City Venture Properties Limited, a
          real estate brokerage firm since 1989 and has been senior partner
          in JP Metcalfe Associates, a corporate finance firm in Kent,
          England specializing in the venture capital industry since 1980.

               The term of office of the directors is until the next annual
          meeting of stockholders or until his earlier resignation or his
          successor is duly elected and qualified.

               The Board of Directors held three meetings during the 1996
          fiscal year.

               The Company does not have any standing audit, nominating or
          compensation committee of the Board of Directors or committees
          performing similar functions.

               No director receives any compensation from the Company for
          serving in such position.

          ITEM 11.  EXECUTIVE COMPENSATION

          CASH COMPENSATION

               No executive officer of the Company received any
          compensation from the Company or any of its subsidiaries during
          1996.

          STOCK OPTION PLAN

               The 1988 Stock Option Plan was terminated by the Board of
          Directors in January 1993.  No options are outstanding under this
          Plan.

          ITEM 12.  SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                    MANAGEMENT

          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

               The following table sets forth as of April 15, 1997 the
          beneficial ownership of each person (including any "group" as
          that term is used in Section 13(d)(3) of the Securities Exchange
          Act of 1934, as amended) who is known by the Company to be the
          beneficial owner of more than 5% of any class of voting
          securities of the Company:

                                      7
     <PAGE>


                                                    AMOUNT AND
                                                    NATURE OF
                                        TITLE OF    BENEFICIAL   PERCENT OF
            NAME AND ADDRESS             CLASS      OWNERSHIP      CLASS
            ----------------            --------    ---------   ----------

          Dennis Mensch               Common Stock   438,040       22.0%
          300 East 75th Street
          Apt. 29N
          New York, New York  10021

          Osprey Investments Limited  Common Stock   438,040       22.0%
          One Independent Drive
          Suite 2201
          Jacksonville, Florida 
          32202

          Minmet plc                  Common Stock   298,664       15.0%
          51/52 Fitzwilliam Square
          Dublin 2, Ireland

          Security Ownership of Management

               The following table sets forth as of March 31, 1997 the
          beneficial ownership of each class of equity securities of the
          Company of (I) each current director of the Company and (ii) all
          executive officers and directors of the Company as a group.  Such
          information is based solely upon information provided by such
          persons to the Company.
                                               AMOUNT AND
                                               NATURE OF
                                               BENEFICIAL     PERCENT OF
                 NAME        TITLE OF CLASS    OWNERSHIP         CLASS
                 ----        --------------    ---------      ----------

          Daniel Murphy       Common Stock        -0-             __ 

          Jeremy P. Metcalfe  Common Stock     298,664(1)        15.0%

          Michael H. Nolan    Common Stock     298,664(1)        15.0%

          All directors and   Common Stock     298,664(1)        15.0%
            executive
            officers as a
            group (3
            persons)

               (1)  Mr. Metcalfe and Mr. Nolan represent Minmet on the
          Board of the Company.  Mr. Metcalfe is Executive Chairman of
          Minmet and Mr. Nolan is Finance Director of Minmet.

          ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

               Michael H. Nolan, Chief Financial Officer, Secretary and a
          director of the Company, is the Finance Director of Minmet, and
          Jeremy Metcalfe, a Director of the Company, is the Chairman of
          the Board of Directors of Minmet.  Prior to the Micron
          Transaction Minmet owned a majority of the outstanding shares of
          the Company's Common Stock.  Pursuant to the Letter Agreement,
          Minmet assumed certain liabilities of the Company and exchanged
          shares of the Company's Common Stock held by it for the Company's
          interest in Emerging Money as part of the Micron Transaction. 
          Messrs. Nolan and Metcalfe had an indirect interest in the Micron
          Transaction and the exchange of the Emerging Money Shares by
          reason of their executive positions in Minmet.  See Item 1 of
          this Report.

               Pursuant to the Letter Agreement, and letter agreement of
          July 10, 1996, Mr. Mensch and Osprey, the principal stockholders
          of the Company had loaned $25,866 and $10,000, respectively, to
          the Company, bearing interest at 7% per annum.  The maturity date
          of these loans were extended from July 1, 1997 to December 31,
          1997.

                                      8
     <PAGE>

               The Company uses offices premises rent-free in Florida and
          in Dublin leased from Daniel Murphy, President of the Company,
          and Minmet, respectively.  See Item 2 of this Report.


                                       PART IV

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

           EXHIBIT
           NUMBER                                                    PAGE
           --------------------------------------------------------------

           (a)(1)   Index to Financial Information:                  F-1

                    Report of Independent Auditors for the years     
                    ended December 31, 1996 and 1995  . . . . . . .  F-2

                    Consolidated Balance Sheet as of December 31,   
                    1996 and 1995 . . . . . . . . . . . . . . . . .  F-3

                    Consolidated Statements of Operations for the
                    years ended December 31, 1996, 1995 and 1994  .  F-4

                    Consolidated Statements of Cash Flows for the
                    years ended December 31, 1996, 1995 and 1994  .  F-5

                    Notes to Consolidated Financial Statements  . .  F-6

               All other supplemental schedules are omitted because they
          are not required.

          (a)(3)    The following exhibits are filed herewith or
          incorporated by reference:


          3.1   Certificate of Incorporation of the Company.  (Reference
                is made to Exhibit 3.1 to the Company's Registration
                Statement on Form S-1, Registration No. 33-20866).

          3.2   Bylaws of the Company.  (Reference is made to Exhibit 3.2
                to the Company's Registration Statement on Form S-1,
                Registration No. 33-20866).

          3.3   Certificate of Designations, Preferences and Rights of
                Serial Preferred Stock, $8.00 Cumulative Convertible
                Series A.  (Reference is made to Exhibit 3.3 to the
                Company's Registration Statement on Form S-1, Registration
                No. 33-20866.)

          3.4   Certificate of Designations, Preferences and Rights of
                Serial Preferred Stock, $8.00 Cumulative Convertible
                Series B.  (Reference is made to Exhibit 4.2 to Report on
                Form 8-K filed by the Company on January 11, 1989).

          3.5   Certificate of Designations, Preferences and Rights of
                Serial Preferred Stock, $4.00 Cumulative Convertible
                Series C. (Reference is made to Exhibit 4.1 to Report on
                Form 8-K filed by the Company on January 11, 1989).

          10.1  Agreement between the Company and Minmet plc relating to
                the purchase by the Company of Emerging Money plc dated
                December 16, 1994 (Reference is made to Exhibit 1 to
                Report on Form 8-K filed by the Company for an event of
                December 16, 1994).

                                      9
     <PAGE>

          10.2  Agreement between the Company and Robert R. Hillery
                relating to the sale to Hillery of all the outstanding
                shares of Dornoch Inc. and GEC Texas Inc. in exchange for
                the cancellation of 6,446,375 shares of Common Stock held
                beneficially by Hillery in the Company.  (Reference is
                made to Exhibit 10.3 to Report on Form 10-K for the 
                fiscal year ended December 31, 1995).

          10.3  Subscription Agreement and Option, dated December 1995
                among the Company, Minmet plc, Micron Ltd and Emerging
                Money Plc; (Reference is made to Exhibit 99.1 to Report on
                Form 8-K for an event of December 22, 1995).

          10.4  Letter Agreement dated December 22, 1995, among the
                Company, Minmet plc, (Osprey Investments, Inc. (formerly
                DRM&S Inc.) and Dennis Mensch (Reference is made to
                Exhibit 99.2 to Report on Form 8-K for an event of
                December 22, 1995).

          10.5* Letter Agreement, dated July 10, 1996, between the Company
                and Osprey Investments, Inc.

          10.6* Letter Agreement, dated July 10, 1996, between the Company
                and Dennis Mensch.

          21    Subsidiaries.  At December 31, 1996, the Company did not
                have any active subsidiaries.

          27*   Financial Data Schedule.

               *       Filed herewith

          REPORTS ON FORM 8-K

               None.

                                      10
     <PAGE>

                                      SIGNATURES

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

                                             GULF EXPLORATION CONSULTANTS,
                                                    INC.


                                             By: /s/ Daniel Murphy
                                                ---------------------------
                                                  Daniel Murphy
                                                  President


          Date:     July 10, 1997


               Pursuant to the requirements of the Securities Exchange Act
          of 1934, this report has been signed below by the following
          persons on behalf of the Company and in the capacities and on the
          dates indicated.


                Signature                   Title                Date
                ---------                   -----                ----

           /s/ Daniel Murphy
          -------------------------        Director          July 10, 1997
              Daniel Murphy

           /s/ Jeremy P. Metcalfe
          -------------------------        Director          July 10, 1997
           Jeremy P. Metcalfe


           /s/ Michael H. Nolan
          -------------------------      Director and
            Michael H. Nolan           Chief Financial       July 10, 1997
                                           Officer

                                      11
     <PAGE>

                          GULF EXPLORATION CONSULTANTS, INC.

                      INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                     -------------------------------------------



                                                                      Page
                                                                      ----

          Report of Independent Auditors for the years ended          
          December 31, 1996 and 1995  . . . . . . . . . . . . . . .   F-2

          Consolidated Balance Sheets as of December 31, 1996 and 
          1995  . . . . . . . . . . . . . . . . . . . . . . . . . .   F-3

          Consolidated Statements of Operations for the years ended   
          December 31, 1996, 1995 and 1994  . . . . . . . . . . . .   F-4

          Consolidated Statements of Changes in Stockholders' 
          Equity (Deficit) for the years ended December 31, 1996, 
          1995 and 1994 . . . . . . . . . . . . . . . . . . . . . .   F-5

          Consolidated Statement of Cash Flow for the years ended 
          December 31, 1996, 1995, and 1994 . . . . . . . . . . . .   F-6

          Notes to Consolidated Financial Statements  . . . . . . .   F-7


                                      F-1
     <PAGE>

                             INDEPENDENT AUDITORS' REPORT

                             BERRY, DUNN, MCNEIL & PARKER

          Gulf Exploration Consultants, Inc.

          We have audited the accompanying consolidated balance sheets of
          Gulf Exploration Consultants, Inc. (a Delaware corporation) and
          subsidiaries as of December 31, 1996 and 1995, and the related
          consolidated statements of operations, changes in stockholders'
          equity (deficit), and cash flows for each of the years in the
          three year period ended December 31, 1996.  These consolidated
          financial statements are the responsibility of the Company's
          management.  Our responsibility is to express an opinion on these
          consolidated financial statements based on our audits.

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

          In our opinion, the consolidated financial statements referred to
          above present fairly, in all material respects, the financial
          position of Gulf Exploration Consultants, Inc. and subsidiaries
          as of December 31, 1996 and 1995, and the results of their
          operations and their cash flows for each of the years in the
          three year period ended December 31, 1996, in conformity with
          generally accepted accounting principles.

          The accompanying consolidated financial statements have been
          prepared assuming that the Company will continue as a going
          concern.  As discussed in Note 1 to the consolidated financial
          statements, the Company has suffered recurring losses and has
          sold substantially all of its revenue producing assets in the oil
          and gas industry and does not have an operating business. This
          raises substantial doubt about the Company's ability to continue
          as a going concern.  Management's plans in regard to these
          matters are also described in Note 1.  The consolidated financial
          statements do not include any adjustments that might result from
          the outcome of this uncertainty.

          /s/ Berry, Dunn, McNeil & Parker

          Manchester, New Hampshire
          July 1, 1997

                                      F-2
     <PAGE>

                  GULF EXPLORATION CONSULTANTS, INC. AND SUBSIDIARIES

                             CONSOLIDATED BALANCE SHEETS

                              DECEMBER 31, 1996 AND 1995
 
                                               1996               1995
                                            -----------        ----------
                    ASSETS
                    ------

           CURRENT ASSETS:
            Cash and cash                   $     5,789         $    4,973
              equivalents
            Certificate of Deposit                    -              5,452
            Accounts receivable                       -             27,111
                                            -----------         ----------

                 Total Current Assets             5,789             37,536
                                            -----------         ----------

           EQUIPMENT, at cost                         -             80,242
            Less - Accumulated                        -             31,840
              depreciation                  -----------         ----------
            Net Equipment                             -             48,402
                                            -----------         ----------
                                            $     5,789         $   85,938
                                            ===========         ==========

           LIABILITIES AND STOCKHOLDERS' DEFICIT
           -------------------------------------

           CURRENT LIABILITIES:
            Accounts payable                $    10,530         $  114,304
            Accrued expenses                     75,514             34,655
            Deferred income                           -             36,347
            Due to affiliate                          -            365,666
            Current portion of                        -              5,930
              capital lease
              obligations
            Notes payable -                      35,866            200,000
              related party
            Advances from                             -             46,900
              potential stockholder      --------------         ----------

                 Total Current                  121,910            803,802
                   Liabilities           --------------         ----------

           COMMITMENTS AND CONTINGENCIES (Note 5)

           STOCKHOLDERS' DEFICIT
            Common Stock, $0.01                  19,911            999,990
              par value, 10,000,000
              and 100,000,000 shares
              authorized, 1,991,092
              and 99,999,000 shares
              issued and outstanding
              as of December 31,
              1996 and December 31,
              1995 respectively
            Additional paid-in                7,629,868          6,449,789
              capital
            Accumulated deficit              (7,765,900)        (8,148,814)
            Accumulated                               -            (18,829)
              translation loss              -----------        -----------

                 Total Stockholders'           (116,121)          (717,864)
                   Deficit                  -----------        -----------
                                             $    5,789        $    85,938
                                            ===========        ===========

                The accompanying notes are an integral part of these 
                               financial statements

                                      F-3
     <PAGE>

                  GULF EXPLORATION CONSULTANTS, INC. AND SUBSIDIARIES

                         CONSOLIDATED STATEMENTS OF OPERATIONS

                    YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994



                                         1996          1995          1994
                                         ----          ----          ----

           REVENUES
            Subscription income      $        -   $   60,504    $    1,992
            Royalty income                3,183            -             -  
            Gas and oil sales                 -            -         6,053
            Other income                      -        3,530             -  
                                     ----------    ---------    ----------
                                          3,183       64,034         8,045
                                     ----------    ---------    ----------

           OPERATING EXPENSES
            Oil and gas production            -            -         4,967
              costs
            Technical, general,         108,530      700,672       110,588
              and administrative
            Depreciation and                  -       76,378             - 
              amortization           ----------    ---------    ----------
                                        108,530      777,050       115,555
                                     ----------    ---------    ----------


                  LOSS FROM            (105,347)    (713,016)     (107,510)
                  OPERATIONS         ----------    ---------    ----------



           OTHER INCOME (EXPENSE)
            Interest income                 101          322           948 
            Interest expense             (1,047)           -             - 
            Gain on disposition of      479,837            -             - 
              subsidiary
            Refund of state filing        9,370            -             - 
              fees                   ----------    ---------    ----------

                  OTHER INCOME,         488,261          322           948
                    NET              ----------    ---------    ----------

                  INCOME (LOSS)         382,914     (712,694)     (106,562)
                    BEFORE INCOME 
                    TAX PROVISION

            Income tax provision              -            -             - 
                                     ----------   ----------    ----------
            NET INCOME (LOSS)        $  382,914   $ (712,694)   $ (106,562)
                                     ==========   ==========    ==========

            NET INCOME (LOSS) PER    $     0.20   $    (0.01)   $     0.00
              COMMON SHARE           ==========   ==========    ==========


                     The accompanying notes are an integral part
                            of these financial statements

                                      F-4

     <PAGE>

                  GULF EXPLORATION CONSULTANTS, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
                                   EQUITY (DEFICIT)

                    YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994



                                                    Common Stock
                                                    -------------

                                              Shares                Amount
                                              ------                ------

        BALANCE, DECEMBER 31, 1993          62,056,731           $  620,567

          Stock issuance for                37,942,269              379,423
            acquisition

          Net loss                                   -                    -
                                           -----------           ----------

        BALANCE, DECEMBER 31, 1994          99,999,000              999,990

          Accumulated translation                    -                    -
            loss

          Net loss                                   -                    -
                                           -----------           ----------

        BALANCE, DECEMBER 31, 1995          99,999,000              999,990

          Reverse stock split,             (97,999,020)            (979,990)
            1:50 June 17, 1996

          Common stock retirement             (128,927)              (1,290)
            February 21, 1996

          Common stock issuance                876,080                8,761
            June 17, 1996

          Common Stock retirement             (756,041)              (7,560)
            June 17, 1996

          Accumulated translation                    -                    -
            gain

          Net Income                                 -                    -
                                           -----------            ---------

        BALANCE, DECEMBER 31, 1996           1,991,092            $  19,911
                                           ===========            =========



                                                Additional
                                                 Paid-in        Accumulated
                                                 Capital          Deficit
                                               ----------       -----------

        BALANCE, DECEMBER 31, 1993            $ 6,783,482       $(7,329,558)

          Stock issuance for acquisition         (333,693)                -

          Net loss                                      -          (106,562)
                                              -----------       -----------

        BALANCE, DECEMBER 31, 1994              6,449,789        (7,436,120)

          Accumulated translation loss                  -                 -

          Net loss                                      -          (712,694)
                                              -----------       -----------

        BALANCE, DECEMBER 31, 1995              6,449,789        (8,148,814)

          Reverse stock split, 1:50               979,990                 -
            June 17, 1996

          Common stock retirement                   1,290                 -
            February 21, 1996

          Common stock issuance                   191,239                 -
            June 17, 1996

          Common Stock retirement                   7,560                 -
            June 17, 1996

          Accumulated translation gain                  -                 -

          Net Income                                    -           382,914
                                              -----------       -----------

        BALANCE, DECEMBER 31, 1996            $ 7,629,868       $(7,765,900)
                                              ===========       ===========


                                               Accumulated          Total
                                               Translation      Stockholders'
                                                   Gain            Equity
                                                  (Loss)          (Deficit)
                                               -----------      ------------
        BALANCE, DECEMBER 31, 1993               $      -        $   74,491

          Stock issuance for acquisition                -            45,730

          Net loss                                      -          (106,562)
                                                 --------        ----------

        BALANCE, DECEMBER 31, 1994                      -            13,659

          Accumulated translation loss            (18,829)          (18,829)

          Net loss                                      -          (712,694)
                                                 --------        ----------

        BALANCE, DECEMBER 31, 1995                (18,829)         (717,864)

          Reverse stock split, 1:50 June                -                 -
            17, 1996                              

          Common stock retirement February              -                 -
            21, 1996

          Common stock issuance June 17,                -           200,000
            1996

          Common Stock retirement June 17,              -                 -
            1996

          Accumulated translation gain             18,829            18,829

          Net Income                                    -           382,914
                                                 --------        ----------

        BALANCE, DECEMBER 31, 1996               $      -        $ (116,121)
                                                 ========        ==========



                     The accompanying notes are an integral part
                            of these financial statements

                                      F-5
     <PAGE>

                  GULF EXPLORATION CONSULTANTS, INC. AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF CASH FLOWS

                    YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994


                                              1996         1995         1994
                                              ----         ----         ----

     CASH FLOWS FROM OPERATING ACTIVITIES:

       Net income (loss)                   $ 382,914    $(712,694)    $(106,562)

       Adjustments to reconcile net
        income (loss) to net cash
        provided (used) by operating
        activities

        Depreciation and amortization              -       76,378             - 

        Adjustment on disposal of           (436,412)           -             - 
          subsidiary

        Decrease in deferred expenses              -       72,961             - 

        Accumulated translation loss               -      (18,829)            - 

        (Increase) decrease in

          Accounts receivable and other            -       (8,429)            - 

          Receivables from related                 -        4,935             - 
            parties

          Prepaid expenses                         -       13,636             - 

        Increase (decrease) in

          Accounts payable                   (28,403)      28,589        (1,085)

          Accrued expenses                    41,399      (22,915)       27,570

          Payables to related parties              -      298,704       (10,000)

          Deferred income                          -       28,155             - 

          Other                                    -      240,087             - 
                                           ---------    ---------     ---------

       NET CASH PROVIDED (USED) BY           (40,502)         578       (90,077)
         OPERATING ACTIVITIES              ---------    ---------     ---------


     CASH FLOWS FROM INVESTING ACTIVITIES

       Cash from purchased subsidiary              -            -         5,172

       Purchase of equipment                       -       (9,424)            - 

       Proceeds from sale of property,             -            -        12,000
         plant, and equipment              ---------    ---------     ---------


       NET CASH PROVIDED (USED) BY                 -       (9,424)       17,172
         INVESTING ACTIVITIES              ---------    ---------     ---------


     CASH FLOWS FROM FINANCING ACTIVITIES

       Payments on capital lease                   -       (7,315)            - 
         obligations

       Loan from affiliate                    35,866            -             - 
                                           ---------    ---------     ---------

            NET CASH FLOWS PROVIDED           35,866       (7,315)            - 
              (USED) BY FINANCING          ---------    ---------     ---------
              ACTIVITIES

            NET DECREASE IN CASH AND          (4,636)     (16,161)      (72,905)
              CASH EQUIVALENTS

     CASH AND CASH EQUIVALENTS, BEGINNING     10,425       26,586        99,491
       OF YEAR                             ---------    ---------     ---------

     CASH AND CASH EQUIVALENTS, END OF     $   5,789    $  10,425     $  26,586
       YEAR                                =========    =========     =========


                     The accompanying notes are an integral part
                            of these financial statements

                                      F-6
     <PAGE>

     GULF EXPLORATION CONSULTANTS, INC. AND SUBSIDIARIES
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     DECEMBER 31, 1996 AND 1995


     NATURE OF BUSINESS
     ------------------

     Gulf Exploration Consultants, Inc., a Delaware corporation (Gulf), was
     formed on October 2, 1987. Gulf completed a series of transactions on
     September 15, 1988, whereby it acquired all of the outstanding stock of
     Bengal Oil and Gas Corporation, a Colorado corporation (Bengal), Dornoch
     Exploration, Inc., a Texas corporation (Dornoch), GEC-Texas, Inc. (formerly
     Gulf Exploration Consultants, Inc.), a Texas corporation (GEC), Gopher
     Exploration, Inc., a Texas corporation (Gopher) and Vanderbilt Petroleum,
     Inc., a Delaware corporation (Vanderbilt). As a result of these
     transactions, Gulf and its consolidated subsidiaries (collectively referred
     to as the Company) became a publicly owned company engaged primarily in the
     businesses of oil and gas exploration, development and production.

     On December 16, 1994, the Company acquired all the outstanding stock of
     Emerging Money, PLC (Emerging Money), an Irish corporation which was a
     development stage enterprise. With this acquisition, the Company ceased its
     involvement in the oil and gas business and was involved in the provision
     of a subscription-based English language information service specializing
     in providing background analysis of the world's emerging capital market. In
     1994, Emerging Money's activities were focused on the Russian market and
     conducted its activities through a joint venture (Russiamoney Limited), 50%
     owned, and whose financial activities are consolidated with Emerging Money.
     This acquisition is accounted for under the purchase method of accounting.
     Due to the immateriality of the activity between December 16, 1994 and
     December 31, 1994, Emerging Money's operations for this period are not
     reflected in the consolidated financial statements, however, the
     acquisition has been reflected as of December 31, 1994 (See Note 6). 
     Proforma disclosures are not deemed necessary due to the subsidiary being a
     development stage enterprise.

     On November 30, 1995, due to continuing losses in Emerging Money, the
     directors of the Company negotiated an agreement to dispose of its interest
     in the subscription-based English language information business. 
     Consequently, the Company has no operating business subsequent to November
     30, 1995.  Note 2 summarizes the terms and conditions of the Company's
     disposition of its subscription-based English language information
     business.

     1. GOING CONCERN ASSUMPTION
        ------------------------

        The accompanying consolidated financial statements have been prepared
        assuming that the Company will continue as a going concern.  However,
        substantial doubt exists about its ability to continue as a going
        concern as the Company has suffered recurring losses, has sold
        substantially all of its revenue producing assets in the oil and gas
        industry in order to retire certain debt on which it had defaulted and
        has disposed of its only operating business, as discussed above. The
        accompanying consolidated financial statements do not include any
        adjustments that might result from the outcome of this uncertainty.

        Management's current plans are to acquire an operating corporate
        entity. However, no assurance can be given that these strategies will
        be effected, or, if effected, that the terms will be favorable or non-
        dilutive to the stockholders of the Company.

        Management of the Company is also liquidating certain other wholly-
        owned subsidiaries of Gulf.  Management of the Company believes that
        the liquidation of the subsidiaries will not have an effect on Gulf or
        the affiliate companies.  However, no assurance can be given that Gulf
        or the affiliate companies will not assume a contingent liability for
        the amount of the subsidiary debt not fully extinguished in
        liquidation.

     2. AGREEMENTS TO DISPOSE OF EMERGING MONEY
        ---------------------------------------

        The Company entered into agreements which transferred 100% of the
        Company's interest in Emerging Money to creditors of the Company,
        effective December 1, 1995. In exchange for the transfer, the Company's
        creditors have agreed to discharge their debt.  Stockholder approval
        for this transaction was received on June 17, 1996.

     3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        ------------------------------------------

        CONSOLIDATION
        -------------

        All subsidiaries of Gulf are 100% owned and accordingly are
        consolidated with Gulf and all intercompany activity has been
        eliminated. The result of Emerging Money's joint venture investment is

                                      F-7
     <PAGE>

     GULF EXPLORATION CONSULTANTS, INC. AND SUBSIDIARIES
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     DECEMBER 31, 1996 AND 1995


        consolidated with Emerging Money's activity, through November 30, 1995,
        due to the control it exercises over the joint venture.  Since the
        joint venture had a loss and negative net worth as of December 31,
        1995, no value is attributed to the minority interest.

        USE OF ESTIMATES
        ----------------

        The preparation of financial statements in conformity with generally
        accepted accounting principles requires management to make estimates
        and assumptions that affect the reported amounts of assets and
        liabilities and disclosure of contingent assets and liabilities at the
        date of the financial statements and the reported amounts of revenues
        and expenses during the reporting period.  Actual results could differ
        from those estimates.

        EQUIPMENT
        ---------

        Equipment purchased is depreciated by the straight-line method over the
        estimated useful lives of the respective assets. Equipment acquired
        under capital leases is amortized by the straight-line method over the
        estimated useful lives of the respective assets.

        INCOME TAXES
        ------------

        Deferred income taxes are provided for the expected tax effects of
        differences between the financial statement and tax bases of assets and
        liabilities.

        CASH AND CASH EQUIVALENTS
        -------------------------

        For purposes of reporting the statements of cash flows, the Company
        considers all cash accounts, which are not subject to withdrawal
        restrictions or penalties, and all highly liquid investments with a
        maturity of three months or less to be cash equivalents.

        INCOME RECOGNITION
        ------------------

        Income is recognized when earned.  Prepaid subscription fees are
        included in liabilities as deferred income.

        Credit is extended at regular terms without collateral after the
        Company performs appropriate credit investigations.

        TRANSLATION OF FOREIGN CURRENCIES
        ---------------------------------

        Assets and liabilities recorded in functional currencies other than
        U.S. dollars are translated into U.S. dollars at the year-end rate of
        exchange.  Revenue and expenses are translated at the weighted average
        exchange rates for the year.  The resulting translation adjustments are
        charged or credited directly to a separate component of stockholders'
        equity.  Gains or losses from foreign currency transactions, such as
        those resulting from the settlement of receivables or payables
        denominated in foreign currency, are included in the earnings of the
        current period.

        NET INCOME (LOSS) PER COMMON SHARE
        ----------------------------------

        Net income (loss) per common share is based on the weighted average
        number of common shares outstanding during each year. The weighted
        average number of common shares outstanding for 1996 was 1,953,956 and
        99,999,000, for 1995 and 1994.

     4. INCOME TAXES
        ------------

        The Company has a deferred tax asset which is attributable primarily to
        net operating loss carryforwards.  Since, at this time, it is more
        probable than not that the deferred tax asset will not be realized, a
        valuation allowance for the entire amount has been recorded.

        The net operating loss carryforwards available to the Company as of
        December 31, 1996 are limited to their use due to change in ownership
        of the Company and the Company having future profits.

                                      F-8
     <PAGE>

     GULF EXPLORATION CONSULTANTS, INC. AND SUBSIDIARIES
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     DECEMBER 31, 1996 AND 1995


        No tax provision is being provided because the net income per books
        arose from income of a foreign subsidiary which is not subject to
        United States taxation.  Without that gain of $479,837, the Company
        would have had a loss of $96,923.

     5. COMMITMENTS AND CONTINGENCIES
        -----------------------------

        The Company is currently under audit by the Internal Revenue Service
        (IRS) for the filing of its federal income tax return for year ended
        December 31, 1991.  The IRS has not assessed any notice of deficiency,
        however, no assurances can be made that such assessment will not be
        made.  Management believes the possibility of additional tax liability
        to be unlikely.

     6. BUSINESS COMBINATION
        --------------------

        On December 16, 1994, Gulf Exploration Consultants, Inc. issued
        37,942,269 shares of $.01 par value common stock for 100% of the
        outstanding stock of Emerging Money, PLC, an Irish corporation.  Gulf
        acquired Emerging Money from MINMET, PLC, an Irish corporation, which,
        after its sale of Emerging Money, owns 52.7% of Gulf's common stock. 
        Consequently, this business combination is being accounted for under
        the purchase method of accounting.  Emerging Money's activity between
        December 16, 1994 and December 31, 1994 is not material to the
        financial statements and is not shown in the statements of operations
        or cash flows.

        Emerging Money, through its 50% ownership investment in Russiamoney
        Limited, is a development stage enterprise which was incorporated on
        February 24, 1994.  For financial statement reporting purposes,
        Russiamoney Limited is consolidated with Emerging Money.  No value has
        been attributed to the minority interest due to the venture's negative
        net worth as of December 31, 1994.

        The results of operations for Emerging Money for 1994 are as follows:

        Subscription income             $6,183
        Net loss                        $183,470
        Net loss per share              $0.00

     7. DUE TO AFFILIATE
        ----------------

        The amounts due to affiliate is due MINMET, PLC which owns 15% and
        52.7% of the Company as of December 31, 1996 and 1995, respectively. 
        No interest is due on these amounts.

     8. OTHER LIABILITIES
        -----------------

        A party to the agreement, as discussed in Note 2, has advanced $46,900
        to allow the Company to pay some of its liabilities.

                                      F-9
     <PAGE>

     GULF EXPLORATION CONSULTANTS, INC. AND SUBSIDIARIES
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     DECEMBER 31, 1996 AND 1995


     9. NOTES PAYABLE - RELATED PARTIES
        -------------------------------

        The following notes payable were outstanding as of December 31:


                                       1996            1995
                                       ----            ----
       Note payable -
       stockholder, unsecured,
       payable with interest at
       7%.  The note was due
       July 1, 1997 and is being
       extended                     $  25,866      $       -

       Note payable -
       stockholder, unsecured,
       payable with interest at
       7%.  The note was due
       July 1, 1997 and is being
       extended                        10,000              -

       Notes payable, unsecured
       and non-interest-bearing,
       converted to common stock                     200,000
       June 17, 1996                ---------      ---------

                                    $  35,866      $ 200,000
                                    =========      =========

     10.  TRANSACTIONS WITH RELATED PARTIES
          ---------------------------------

          The Company maintains two offices, one in Dublin, Ireland and one in
          Jacksonville, Florida.  These two offices are owned by shareholders,
          whereby rental arrangements exist in that no rent expense is incurred
          by the Company.  One shareholder acts on behalf of the Company in the
          form of providing accounting services.  Fees expensed for the year
          ended December 31, 1996 were $5,000.  These expenses are incurred on
          an as-needed basis, thus there are no fixed fees to accrue.

     11.  CASH FLOW INFORMATION
          ---------------------

          Cash paid for interest and income taxes was as follows:

                                     1996      1995     1994
                                     ----      ----     ----
          Interest                 $1,047     $  -     $  -
          Income taxes                  -        -        -

          Supplemental information on non-cash
          activities is as follows:

          The following non-cash transactions occurred during
          the year ended December 31, 1996:

          Notes payable to       $200,000
            common stock
          Retirement of stock    $  8,850
          Reverse stock split,   $977,990
            1:50

     12.  DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
          ----------------------------------------------------

          The Company's financial instruments consist of cash, short-term trade
          receivables and payables, and long-term debt.  The carrying value of
          all instruments approximate their fair value.

                                      F-10
     <PAGE>

                                  EXHIBIT INDEX

      Exhibit            Description
      -------            -----------

          3.1   Certificate of Incorporation of the Company.  (Reference
                is made to Exhibit 3.1 to the Company's Registration
                Statement on Form S-1, Registration No. 33-20866).

          3.2   Bylaws of the Company.  (Reference is made to Exhibit 3.2
                to the Company's Registration Statement on Form S-1,
                Registration No. 33-20866).

          3.3   Certificate of Designations, Preferences and Rights of
                Serial Preferred Stock, $8.00 Cumulative Convertible
                Series A.  (Reference is made to Exhibit 3.3 to the
                Company's Registration Statement on Form S-1, Registration
                No. 33-20866.)

          3.4   Certificate of Designations, Preferences and Rights of
                Serial Preferred Stock, $8.00 Cumulative Convertible
                Series B.  (Reference is made to Exhibit 4.2 to Report on
                Form 8-K filed by the Company on January 11, 1989).

          3.5   Certificate of Designations, Preferences and Rights of
                Serial Preferred Stock, $4.00 Cumulative Convertible
                Series C. (Reference is made to Exhibit 4.1 to Report on
                Form 8-K filed by the Company on January 11, 1989).

          10.1  Agreement between the Company and Minmet plc relating to
                the purchase by the Company of Emerging Money plc dated
                December 16, 1994 (Reference is made to Exhibit 1 to
                Report on Form 8-K filed by the Company for an event of
                December 16, 1994).

          10.2  Agreement between the Company and Robert R. Hillery
                relating to the sale to Hillery of all the outstanding
                shares of Dornoch Inc. and GEC Texas Inc. in exchange for
                the cancellation of 6,446,375 shares of Common Stock held
                beneficially by Hillery in the Company.  (Reference is 
                made to Exhibit 10.3 to Report on Form 10-K for the 
                fiscal year ended December 31, 1995).

          10.3  Subscription Agreement and Option, dated December 1995
                among the Company, Minmet plc, Micron Ltd and Emerging
                Money Plc; (Reference is made to Exhibit 99.1 to Report on
                Form 8-K for an event of December 22, 1995).

          10.4  Letter Agreement dated December 22, 1995, among the
                Company, Minmet plc, (Osprey Investments, Inc. (formerly
                DRM&S Inc.) and Dennis Mensch (Reference is made to
                Exhibit 99.2 to Report on Form 8-K for an event of
                December 22, 1995).

          10.5* Letter Agreement, dated July 10, 1996, between the Company
                and Osprey Investments, Inc.

          10.6* Letter Agreement, dated July 10, 1996, between the Company
                and Dennis Mensch.

          21    Subsidiaries.  At December 31, 1996, the Company did not
                have any active subsidiaries.

          27*   Financial Data Schedule.

               *       Filed herewith