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

[ ]  Transition Report Pursuant to Section 13 or 15(d)of the Securities Exchange
     Act of 1934

             For The Fiscal year Ended June 30, 1995
                  Commission File No. 33-18143-D

                          CORVALLIS, INC.
      (Exact name of Registrant as specified in its Charter)

                   Nevada                             87-0449399
      (State or other jurisdiction of             (I.R.S. Employer
       incorporation or organization)              Identification No.)

         1486 South, 11th East
         Salt Lake City, Utah                          84105
(Address of principal executive offices)             (Zip Code)

       Registrant's Telephone Number including Area Code:
                          (801) 487-3893

Securities Registered Pursuant to Section 12(b) of the Act:
                                                 Name of Each Exchange
     Title of Each Class                            on which Registered
             None                                           None

Securities Registered Pursuant to Section 12(g) of the Act:

                               None

     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 [X] No [ ]

     The  aggregate  market  value  of the  Registrant's  voting  stock  held by
non-affiliates computed with reference to the bid prices in the over-the-counter
market on September 29, 1995, was approximately $61,000.

     As of the date of the filing of this report, the Registrant had outstanding
a total of 1,400,000 shares of its common stock, par value $ 0.001, after giving
effect to a 1-for-5 reverse split completed in August, 1995.

<PAGE>


               DOCUMENTS INCORPORATED BY REFERENCE

     List hereunder the following documents if incorporated by reference and the
Part of the Form 10-K (e.g.,  Part I, Part II,  etc.) into which the document is
incorporated:  (1) any  annual  report  to  security  holders;  (2) any proxy or
information  statement;  and (3) any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933.

     None.

<PAGE>




                        TABLE OF CONTENTS




Item Number and Caption                                           Page No.


PART 1

1.  Business .  . .  . .  . .  . .  . .  . .  . .  . .  . .  . .  . . 5

2.  Properties  . .  . .  . .  . .  . .  . .  . .  . .  . .  . .  . . 9

3.  Legal Proceedings. .  . .  . .  . .  . .  . .  . .  . .  . .  . . 9

4.  Submission of Matters to a Vote of Security Holders . .  . .  . . 9


PART II

5.  Market for Registrant's Common Equity and Related 
      Stockholder Matters   . .  . . . . . . . . . . . . . . . . . . 10

6.  Selected Financial Data .  . .  . .  . .  . .  . .  . .  . .  . .10

7.  Management's Discussion and Analysis of Financial
     Condition and Results of Operations . .  . .  . .  . .  . .  .  11

8.  Financial Statements and Supplementary Data .  . .  . .  . .  .  12

9.  Changes in and Disagreements on Accounting and 
     Financial Disclosure  .  . .  . . . . . . . . . . . . . . . . . 12


PART III

10. Directors and Executive Officers of the Registrant  . .  . .  .  12

11. Executive Compensation  .  . .  . .  . .  . .  . .  . .  . .  . .14

12. Security Ownership of Certain Beneficial Owners 
     and Management  .  . .  . . . . . . . . . . . . . . . . . . . . 14

13. Certain Relationships and Related Transactions . .  . .  . .  .  16

<PAGE>

PART IV                                                           Page No.

14. Exhibits, Financial Statement Schedules and
     Reports on Form 8-K  . .  . .  . .  . .  . .  . .  . .  .  . .  18

15.  Signatures . .  . .  . .  . .  . .  . .  . .  . .  . .  . .  .  20




<PAGE>


                              PART I


                       ITEM 1.  BUSINESS


ORGANIZATION AND HISTORY

    Corvallis, Inc. (the "Company" or the "Registrant"), was organized under the
laws of the state of Nevada on September 28, 1987, for the purpose of creating a
capital  resource fund to seek,  investigate,  and, if warranted,  to acquire or
enter into any suitable business  opportunity which management believed had good
business  potential.  At the time of its  organization,  no specific business or
business area was contemplated by management.

    In July, 1988, the Company  completed a public offering of units,  each unit
consisting of one share of the Company's  common stock, one class A common stock
warrant, and one class B common stock purchase warrant. At the completion of the
offering,  the Company had sold a total of 13,140,000 units at an offering price
of $0.01 per unit,  resulting in gross proceeds to the Company of $131,400,  and
net  proceeds  of $98,216  after  sales  commissions  and other  expenses of the
offering in the amount of $33,184.  The Class A and Class B warrants sold in the
offering have expired.

    In the end of August,  1989, the  Registrant  entered into an Asset Purchase
Agreement with DLB Enterprises,  Inc., a closely-held Nevada corporation,  under
the terms of which  the  Registrant  acquired  all of the  assets of  "Southwest
Awning  Systems",  a Las  Vegas-based  enterprise  ("Southwest")  which had been
engaged  in  the  manufacture  and   installation  of  awnings  for  commercial,
industrial and residential use. Under the terms of the Asset Purchase Agreement,
the  Registrant  acquired all of the operating  assets of  Southwest,  including
equipment,  inventory,  customer  accounts,  tradenames and trademarks and other
assets,  in exchange  for the  issuance of a total of  31,663,334  shares of the
Registrant's  restricted common stock to DLB.  Concurrently with the transaction
with DLB, the Registrant entered into an agreement with W.A.M. Industries,  Inc.
("WAM"),  a closely-held  Utah corporation  which had previously owned Southwest
with DLB in a joint  venture,  under  the  terms of which  WAM  agreed to act as
contractor  on all large  commercial  jobs of the  Registrant at a price of cost
plus 10%, and generally agreed to contribute its expertise in the development of
the Registrant's  business.  In consideration of these  undertakings by WAM, the
Company  issued to WAM a total of  13,569,995  shares of its  restricted  common
stock. In connection with these  transactions,  the Registrant issued a total of
18,093,336  shares  of  restricted  common  stock to  Whitney  O.  Cluff and his
affiliates,   who  were   instrumental  in  facilitating   the  negotiation  and
consummation of the transactions.

    The Company  attempted to operate the business of Southwest  for a period of
approximately four (4) months, at which time operations were discontinued due to
the Company's  insufficient operating income and capital to continue operations.

<PAGE>

At such time, the Company entered into an arrangement  with WAM, under the terms
of  which  WAM  assumed  the  operations  of  the  Registrant  and  assumed  all
outstanding Company liabilities and obligations.

    Since  January,  1990,  the  Company  has not had any  business  operations.
Beginning in the last quarter of 1993,  the  Registrant  began  efforts to bring
current all of its filings with state and federal agencies,  including the U. S.
Securities and Exchange  Commission,  in order that the Company could proceed to
look for a business  opportunity  for  acquisition or in which the Company could
become engaged.

BUSINESS

    The  Registrant has not been in business since the end of 1989, and has only
recently  undertaken  necessary  activities  to enable it to become  engaged  in
business operations.  The Company plans to seek out, investigate and acquire, or
become  engaged  in,  any  business  opportunity  management  believes  has good
business potential. No specific business or industry is presently contemplated.

    Management  anticipates that it will only acquire  businesses which have, or
can  generate or provide,  audited  financial  statements.  However,  management
reserves the right to become  engaged in a new business  venture or a venture in
its  infancy,  if  management   determines  such  venture  holds  good  business
potential.

    The Registrant  recognizes that because of its extremely limited  financial,
management  and other  resources,  the number of quality of  suitable  potential
business ventures available to it may be extremely limited.

    The Company's  principal business objective will be to seek long-term growth
potential in the business venture in which it participates,  rather than to seek
immediate,  short-term  earnings.  In seeking to attain the  Company's  business
objective,  it will not  restrict  its  search  to any  particular  business  or
industry,  but may  participate in business  ventures of essentially any kind or
nature, including, but not limited to, finance, high technology,  manufacturing,
natural resources, service, research and development, communications, insurance,
transportation and others.  Management's  discretion will be unrestricted and it
may  participate in any business  venture  whatsoever,  which meets the business
objectives  discussed herein.  It is emphasized that the business  objectives of
the Registrant are extremely general and are not intended to be restrictive upon
the discretion of management.

    The Company plans to seek one or more potential  business  ventures from its
known  sources,  but will rely heavily on personal  contacts of its officers and
directors,  as well as indirect  associations or contacts between them and other
business and  professional  people.  It is not  presently  anticipated  that the
Company will engage  professional firms or individuals  specializing in business
acquisitions or reorganizations.  However,  any individual or firm, exclusive of
the  officers,  directors  and  principals  of the Company who find a venture in
which  the  Company  becomes  engaged,  may be  properly  compensated  for their
efforts.  In some instances,  the Company may publish notices or  advertisements

<PAGE>

seeking a potential business venture in financial or trade publications.

    The  Company  will not  restrict  its search to a venture in any  particular
stage of  development,  but may  acquire  or become  engaged in a venture in its
preliminary or development stage, may participate in a business which is already
in operation,  or in a business in various stages of it corporate existence.  It
is  impossible  to predict at this stage the status of any  venture in which the
Company may participate,  in that the venture may need additional  capital,  may
desire  to  have  its  shares  publicly  traded,  or may  seek  other  perceived
advantages which the Company, as a public company, may offer. In some instances,
the  business   endeavors   may  involve  the   acquisition   of  or  merger  or
reorganization  with a corporation  which does not need  substantial  additional
capital  but  which  desires  to  establish  a  public  trading  market  for  it
securities.

    Firms which seek the Company's  participation in their operations  through a
reorganization,  asset  acquisition,  or some other means may desire to do so to
avoid what such firms may deem to be adverse  factors  related to  undertaking a
public offering.  Such factors include  substantial time  requirements and legal
and other costs, along with other conditions or requirements  imposed by various
state and federal regulatory agencies.

    To a large extent, a decision to participate in a specific business endeavor
may be made upon  management's  analysis  of the  quality  of the  other  firm's
management  and  personnel,  the  anticipated  acceptability  of  new  products,
marketing concepts or services, the merit of technological changes, and numerous
factors which may not be reflected on a balance sheet or operating statement and
are  difficult,  if not  impossible,  to  analyze  through  the  application  of
objective  criteria.  In many  instances,  it  anticipated  that the  results of
operation of a specific  venture may not be  indicative of the potential for the
future because of the requirement to substantially  shift marketing  approaches,
expand significantly, change product emphasis, change or augment management, and
other factors.  Because the Company may  participate in business  endeavors with
newly organized firms or with firms which are entering a new phase of growth, it
should be emphasized that the Company will incur further risks since  management
in may  instances  will not have  proved its  abilities  or  effectiveness,  the
eventual  market  of  such  firm's  product  or  services  will  likely  not  be
established,  and the  profitability  of the firm will be unproved and cannot be
accurately predicted.

    The analysis and review of new business  ventures  will be  undertaken by or
under  the  supervision  of the  officers  and  directors,  none  of  whom  is a
professional  business  analyst.  No member of managements  has any  significant
business  experience or expertise in any type of business  which is likely to be
investigated  by the Company.  Therefore,  management will have to rely on their
common sense and business  judgment as well as upon the advice of consultants to
analyze  the  factors  described  above.  In  reviewing   prospective   business
opportunities, management will consider such matters as the available technical,
financial and  managerial  resources,  the working  capital and other  financial
requirements,  the history of operations,  if any; prospects for the future; the
nature of present  and  expected  competition;  the quality  and  experience  of
management  services  available and the depth of  management;  the potential for
growth  and  expansion;  risk  factors;  the  perceived  public  recognition  or
acceptance of products, services; and other factors.

<PAGE>

    Generally,  management will attempt to analyze all available  factors in the
circumstances  and make a  determination  based upon a  composite  of  available
facts, without reliance upon any single factor as controlling.

    The Company is unable to predict the timing as to when it may participate in
any specific business endeavor. It expects, however, that the review of business
opportunities will commence immediately,  and that the analysis and selection of
any given venture may take several months or more.

    It is  anticipated  that  business  opportunities  will be  available to the
Company  from  various  sources,   including  its  officers  and  directors  and
shareholders and their business associates,  professional  advisors,  securities
broker-dealers,  venture capitalists,  members of the financial  community,  and
others who may present  unsolicited  proposals.  In certain  circumstances,  the
Company may agree to pay a finder's  fee or to otherwise  compensate  investment
banking or other  services  provided  by persons who are  unaffiliated  with the
Company but who submit a  potential  business  opportunity  in which the Company
elects to  participate.  No such  finder's fee or other fees will be paid to any
person who is an officer, director or principal of the Registrant.

    The Company may acquire a business venture by conducting a reorganization or
merger  involving  the  issuance  of  securities  of  the  Company.  Due  to the
requirements of certain provisions of the Internal Revenue Code, as amended,  in
order to obtain certain  beneficial tax consequences in such  transactions,  the
number of shares held by all of the present shareholders of the Company prior to
such transaction,  may be substantially  less than the total outstanding  shares
held by such  shareholders  in any  reorganized  entity.  The result of any such
reorganization or merger transaction could be additional substantial dilution to
the shareholders of the Company prior to the transaction.

    It is anticipated that the investigation of specific business  endeavors and
the  negotiation,  drafting  and  execution of relevant  agreements,  disclosure
documents and other  instruments  will require  substantial  management time and
attention and substantial  costs for accountants,  attorneys,  and others.  If a
decision is made not to participate  in a specific  business  opportunity  under
review, the costs theretofore incurred would not be recoverable.  Further,  even
if an agreement is reached for the participation in a specific business venture,
the failure to consummate that transaction may result in the loss to the Company
of the related costs incurred.

    The Company presently has essentially no assets, and does not currently have
any specific assets,  properties or businesses in mind for potential acquisition
or involvement by the Company.  Further, the Company does not presently have any
particular  areas of  business  or  industry  in which  it  intends  to look for
business opportunities.

    In connection with a business  acquisition or  transaction,  the Company may
need to  raise  equity  or debt to fund  such  transaction,  or to  provide  the

<PAGE>

business opportunity with necessary operating capital. There is no assurance the
Company  will be able to  raise  capital  when  needed,  or on terms  which  are
favorable to the Company.

    Offices and Employees

    The Company presently uses the offices of its  Secretary/Treasurer  and Vice
President,  at no charge.  At such time as  business  operations  commence,  the
Company  may be  charged a  reasonable  amount for its  office  facilities.  The
Company has no employees.



                       ITEM 2.  PROPERTIES


    The Company does not hold any properties.




                    ITEM 3.  LEGAL PROCEEDINGS

    The Company is not a party to any material pending legal proceedings, and no
such  proceedings by or, to the best of its knowledge,  against the Company have
been threatened.



                             ITEM 4.

                SUBMISSION OF MATTERS TO A VOTE OF
                         SECURITY HOLDERS

    No  matter  was  submitted  to a  vote  of  security  holders,  through  the
solicitation  of proxies or otherwise,  during the fourth  quarter of the fiscal
year covered by this report. In August, 1995, the board of directors and holders
of a majority of the issued and outstanding voting stock of the Company approved
a 1-for-five reverse in the issued and outstanding common stock of the Company.

<PAGE>




                             PART II



                             ITEM 5.

              MARKET FOR REGISTRANT'S COMMON EQUITY
                 AND RELATED STOCKHOLDER MATTERS

    The Company's  securities were not traded or quoted during the quarter ended
June  30,  1995,  and did not  trade,  nor were  such  securities  quoted,  from
approximately  October,  1989, until August, 1995. As of September 28, the stock
was  quoted  at $ .50 bid,  no offer.  There is  currently  only a very  limited
trading market for the Company's securities.

  Since  inception,  no dividends have been paid on the Company's  common stock,
and the Company does not anticipate paying dividends in the foreseeable future.

  As of the date of filing this report,  there were  approximately 65 holders of
record of the Company's common stock.



                             ITEM 6.

                     SELECTED FINANCIAL DATA


  The  following  selected  financial  data of the  Company is not covered by an
opinion of a certified public  accountant and should be read in conjunction with
the financial statements and related notes thereto.


                           Income Data
                                                          Period from Inception
                                                           (September 28, 1987)
                       For the Year Ended June 30,        through June 30, 1995
               1995     1994      1993      1992    1991

Revenue       $-0-      $-0-     $-0-       $-0-    $-0-          $-0-

Net Income
(loss)       (7,855)  (14,252)  (1,335)     (300)   (300)       (176,385)

Net Earnings
(loss)
per share      -0-       -0-      -0-        -0-     -0-          $0.06

<PAGE>


                        Balance Sheet Data
                          as of June 30,

              1995      1994     1993       1992      1991


Total        $ 420    $  75     $2,196     $  -0-    $  -0-
Assets

Long Term      -0-      -0-       -0-         -0-       -0-
Liabilities

Current
Liabilities   1,150   2,350      4,431        900       600

Total
Liabilities   1,150   2,350      4,431        900       600

Shareholder's
Equity         (750) (2,275)    (2,235)      (900)     (600)



                             ITEM 7.

             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS


LIQUIDITY AND CAPITAL RESOURCES

  At June 30, 1995,  the Company had only $420 in cash,  $1,150 in  liabilities,
and no other liquid assets or resources.

  At  present,  the  Company  does not have  adequate  capital  to  conduct  any
significant  operations.  The Company will be engaged  immediately in the search
for potential  business  opportunities  for  acquisition  or  involvement by the
Company.  Management  believes  that any  business  venture in which the Company
becomes involved will be made by issuing shares of the Company's  authorized but
unissued common stock. It is anticipated that the Company's  liquidity,  capital
resources and financial statements will be significantly different subsequent to
the consummation of any such transaction.

<PAGE>

RESULTS OF OPERATIONS

  The Company had essentially no operations during the year ended June 30, 1995.
The Company incurred expenses during the year of $7,855 in accounting, legal and
other fees in connection with the Company's continuing efforts to file necessary
periodic reports and to reactivate its business operations.




                             ITEM 8.

           FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


  The financial statements are included beginning at page 21.




                             ITEM 9.

            CHANGES IN AND DISAGREEMENTS ON ACCOUNTING
                     AND FINANCIAL DISCLOSURE


  Not applicable.


                             PART III



                             ITEM 10.

        DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT


NAMES AND TERMS OF OFFICE

  The table  below sets forth the name,  age,  and  position  of each  executive
officer and director of the Company.

<PAGE>


     Name          Age           Position                         Since*

Whitney O. Cluff    45  President and Chairman                  September, 1989

John Papanikolas    45  Secretary/Treasurer and Director        September, 1987

Thomas Mulcock      45  Vice President and Director             September, 1994

     * Mr. Papanikolas has been an officer and director since inception. Messrs.
Cluff and Papanikolas  were elected as officers and directors in connection with
the  acquisition  by the Company of the  operating  assets of  Southwest  Awning
Systems,  which  business was terminated by the Company in 1990. Mr. Mulcock was
elected  an  officer  and  director  in  January,  1994 in  connection  with the
Company's  effort to reactivate its business.  (See "ITEM 1. BUSINESS" and "ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTION").

  The term of office of each  executive  officer  and  director  is one year and
until his successor is elected and qualified.

  Set forth below is biographical information for each of the Company's officers
and directors.

  Whitney O. Cluff has been privately engaged in a number of ventures during the
past several  years,  primarily  in the real estate  area.  For the past several
years, until 1994, he was a part-time  employee of Delta Airlines.  From 1990 to
1993, he was an employee of WAM  Enterprises.  From 1987 to 1989, he was engaged
as  an  account  executive  at  Hughes  Securities,   Inc.,  a  Salt  Lake  City
broker-dealer  firm.  For a period  of  approximately  two  years  prior to that
position,  he was employed as a registered  representative  with R.A.  Johnson &
Company,   Inc.,  a  Salt  Lake  City  broker-dealer   firm.  For  a  period  of
approximately three years prior to that position,  he was employed by Matthew R.
White Investment  Company, a broker-dealer.  Mr. Cluff is a licensed real estate
broker in the  state of Utah.  Since the  middle of 1994,  Mr.  Cluff has been a
director of Digital Scientific,  Inc., a closely held corporation engaged in the
development of electronics products.

  John G.  Papanikolas has been the President and owner of Emissions  Xpress,  a
Salt Lake City based owner and operator of an automobile  emissions  testing and
safety inspection  centers,  since 1993. From 1989 to the present, he has served
as a member of the board of directors of Magna Investment,  Ltd., a developer of
shopping  centers and real estate in Arizona and Utah. Since 1986, he has been a
director of Foothill  Oriental Rugs, Inc., an importer,  wholesaler and retailer
of oriental rugs and handmade  carpets,  located in Salt Lake City,  Utah.  From
1985 to 1988,  he was editor and  publisher  of Guide  Publications  7, Inc.,  a
publishing  firm.  From 1979 through  1985, he was owner and operator of Clayton
Oriental Rugs and in 1985 became  advertising  manager for Zions  Oriental Rugs.
From  1989 to 1989,  he has  worked  as a writer  and  editor  for the Salt Lake
Tribune,  a major daily  newspaper in Salt Lake City. In 1983,  Mr.  Papanikolas
earned a bachelor's  degree in business  administration  from the  University of
Utah and a bachelor's degree in behavioral science from Westminster College.

<PAGE>


     Thomas  Mulcock has been,  since 1972,  the owner and operator of Thomas E.
Mulcock Real Estate  Appraising  Company,  a real estate  appraisal firm in Salt
Lake  City,  Utah.  Mr.  Mulcock  is a member  of the  National  Association  of
Independent Fee Appraisers,  the National Association of Real Estate Boards, and
the Salt Lake Board of Realtors.  Mr.  Mulcock  attended the  University of Utah
from 1967 to 1971, but did not receive a degree.

CONTROL PERSONS

     Of the total of a 1,400,000  post-split  shares of common  stock issued and
outstanding,  (after giving effect to a 1-for-25  reverse split  effectuated  in
August,  1994 and a 1-for-5 reverse split effectuated in August,  1995), a total
of 499,687  post-split  shares are held by the CPM Group, a group  consisting of
the officers and directors, and Mitchell T. Godfrey, M. Don Nelson, and James C.
Lewis. Thus, this group may be considered to be in control of the Company.  (See
"Item 12. Security Ownership of Certain Beneficial Owners and Management").



                 ITEM 11.  EXECUTIVE COMPENSATION

REMUNERATION DURING FISCAL YEAR

  During the fiscal year ended June 30,  1995,  no officer or director  received
any  compensation,  except for Whitney O. Cluff, who received  restricted common
stock in consideration of services rendered on behalf of the Company.  Set forth
below is a summary of the compensation received by officers and directors during
the fiscal year:


                     CASH COMPENSATION TABLE

NAME OF INDIVIDUAL        CAPACITY IN WHICH                  CASH
OR NUMBER IN GROUP            SERVED                      COMPENSATION


Whitney O. Cluff          President, Director              $0 in cash (1)

John Papanikolas          Secretary/Treasurer, Director    $0

Thomas Mulcock        Vice President, Director             $0

*Mr.  Cluff received a total of 143,750 shares of common stock during the fiscal
year in  consideration  of his efforts on behalf of the  Company.  (See  CERTAIN
RELATIONSHIPS  AND RELATED  TRANSACTIONS;  Sales,  Issuances  and  Transfers  of
Restricted Common Stock).


<PAGE>


                             ITEM 12.

             SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                      OWNERS AND MANAGEMENT


  The  following  table sets forth the name and  address,  as of the date of the
filing of this report, the approximate number of shares of common stock owned of
record or beneficially  by each person who owned of record,  or was known by the
Company to own beneficially,  more than 5% of the common stock, and the name and
shareholdings of each officer and director,  and all officers and directors as a
group:



                          Amount and Nature of Ownership(1)(3)

                              Sole Voting       Shared Voting
  Name of Person             and Investment     and Investment     Percent of
     or Group                     Power              Power            Class

Principal Shareholders:

CPM Group (2)                    499,687              (2)              35.7
1486 South 1100 East
Salt Lake City, Utah  84105

Whitney O. Cluff                 166,844                               11.9
4751 Ichabod Street
Salt Lake City, Utah  84117                        499,687(2)          35.7
John Papanikolas                  70,642                                5.0
1486 South 1100 East
Salt Lake City, Utah  84105                        499,687(2)          35.7
Thomas Mulcock                    29,687                                2.1
1486 South 1100 East
Salt Lake City, Utah  84105
                                                   499,687(2)          35.7
Mitchell T. Godfrey               55,334                                4.0
230 North Fork Ray Creek
Townsend, Montana  59644                           499,687(2)          35.7

<PAGE>

James C. Lewis                    50,418                                3.6
505 South Main
Bountiful, Utah  84010                             499,687(2)          35.7

M. Don Nelson                     45,468                                3.2
5122 South Holladay Blvd.
Holladay, Utah  84117                              499,687(2)          35.7


Officers and Directors:

Whitney O. Cluff              (See above)

John Papanikolas              (See above)

Thomas Mulcock                (See above)

All Officers and
Directors as a
Group (3 persons):               267,173                               19.1
                                                   499,687             42.8


  (1)   Unless otherwise indicated, all shares are owned directly and of record.

  (2)   These shares are held by a group  consisting of Whitney O. Cluff,  John
Papanikolas  and Thomas  Mulcock,  officers  and  directors,  and M. Don Nelson,
Mitchell  Godfrey and James C.  Lewis.  These  shares are owned  equally by such
individuals;  therefore,  each  individual  may be deemed  to be the  beneficial
holder  of  such  shares.  (See  Item  13.  Certain  Relationships  and  Related
Transactions).

  (3)    All figures  give effect to a 1-for-25  reverse  split  effectuated  in
August, 1994, and a 1-for-5 split effectuated in August, 1995.

                             ITEM 13.

          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


TERMINATION OF TRANSACTION WITH SOUTHWEST AWNINGS

  As discussed under "ITEM 1. BUSINESS - Organization  and History",  in the end
of August,  1989, the Registrant completed the acquisition of Southwest from DLB
Enterprises,  Inc. ("DLB"),  then  unaffiliated with the Company.  In connection

<PAGE>

with this  transaction,  the Company  issued a total of  1,266,533  shares,  (as
presently  constituted  after the  reverse  split in  August,  1994) to DLB;  an
additional  542,800 shares to WAM, at that time  unaffiliated  with the Company;
and  723,733  shares to  Whitney  O.  Cluff and his  affiliates,  who was then a
shareholder of the Company. In connection with this transaction, two of the then
officers  and  directors  of the  Company  resigned,  and Ken Brown  and  Marvin
Dobkins,  officers  of DLB,  Rick  McKinnon,  an officer of WAM,  and Whitney O.
Cluff,  were elected as new management.  John  Papanikolas,  who was an original
officer and director of the Registrant, remained as a director.

  In the end of 1989,  and the beginning of 1990,  the business of Southwest was
terminated by the Company,  and the Company has not  conducted  any  significant
operations since that time, except payment of certain accounts  payable.  In the
beginning of 1990,  WAM assumed all of the operations of Southwest and agreed to
pay all of the  Company's  outstanding  debts.  WAM  took  over  the  assets  of
Southwest, consisting of cash, receivables and fixed assets.

SALES, ISSUANCES AND TRANSFERS OF RESTRICTED STOCK

  In the middle and end of 1989,  the Company  sold a total of 10,113 post split
shares of its restricted common stock in private transactions to a total of four
(4)  individuals,  including  John  Papanikolas,  an officer and director  since
inception, and Thomas Mulcock, an officer and director since January, 1994, at a
price of $.0075 per share, or a total of $9,500.  This stock was sold to provide
the  Company  with  necessary  operating  capital to  continue  the  business of
Southwest, which was ultimately discontinued in the end of 1989.

  In the end of November,  1989, the Company issued a total of 11,200 post-split
shares, to Whitney O. Cluff, as payment for salary and fees owed to Mr. Cluff in
the amount of $10,500.

  In December,  1992, WAM  transferred  to Whitney O. Cluff,  all of the 108,557
post-split  shares of  restricted  common stock of the Company  issued to WAM in
connection with the Company's  acquisition of Southwest,  discussed above.  This
stock was transferred in exchange for the  cancellation of $6,000 owed by WAM to
Mr. Cluff.  In January,  DLB transferred all of the 245,307 post split shares of
the Company's  common stock issued to DLB in connection  with the acquisition of
Southwest, in exchange for the payment of $1,500 to DLB.

  In January,  1994,  the Company  authorized  the issuance of a total of 54,933
post  split  shares  of  restricted  common  stock  to the  CPM  Group,  a group
consisting of Thomas Mulcock,  John Papanikolas,  and Whitney O. Cluff, officers
and  directors,  and M. Don Nelson,  Mitchell T. Godfrey and James C. Lewis,  in
consideration of the contribution by Messrs.  Papanikolas,  Mulcock, Godfrey and
Nelson  of the sum of  $2,227  each in cash,  and the  contribution  of time and
services by Messrs.  Cluff and Lewis. Such cash and services  contributions were
made as part of the Company's efforts to reactivate its business.  In connection
with such  arrangement,  Mr. Cluff has  transferred  to the CPM Group a total of
370,252  post  split  shares  of  restricted  common  stock  held  by him or his
affiliates,  to be owned jointly by the CPM Group. Each of the individuals named
above has an equal  interest in the shares held by the CPM Group.  Mr. Cluff has
also agreed to transfer  the  additional  shares  held by him or  affiliates  as
follows: 20,360 shares to Mr. Papanikolas; 20,000 shares to Mr. Lewis; and 8,000

<PAGE>

shares each to Messrs.  Nelson and Godfrey, and William L. Mitchell,  who served
as an  officer  for a brief  period in 1989 and 1990.  (See  "Item 12.  Security
Ownership of Certain Beneficial Owners and Management").

  During the fiscal  year ended June 30,  1995,  the  Company  issued a total of
220,000 post split shares of restricted common stock to its officers,  directors
and  other  principal  shareholders,   described  in  the  paragraph  above,  in
consideration of approximately  $9,000 in monies advanced by such individuals on
behalf of the Company, and services.

  In August,  1995,  the Company  issued a total of 360,000 shares of restricted
common stock to Adrian Wilson, an unrelated third party, for the sum of $18,000.
The purchase price and certificate  for such stock,  were held in escrow account
pending the Company's review of a possible business reorganization. In December,
the Company  elected not to proceed  with this  transaction,  and the escrow was
terminated and all 360,000 shares were cancelled.

  None of the transactions described above can be considered to be the result of
arms' length negotiations.  All of the share figures described above give effect
to a 1-for-25 reverse split and completed by the Company in August,  1994, and a
1-for-5 reverse split completed in August, 1995.

                             PART IV


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

  The following  financial  statements  and  schedules are included  immediately
following the signature page to this report.

(a)(1) FINANCIAL STATEMENTS

TITLE                                                    PAGE NO.

Independent Accountants' Report of Jones, Jensen
  & Company                                                  21

Balance Sheets as of June 30, 1995 and 1994                  22

Statement of Operations for the three
  years ended June 30, 1995, 1994 and 1993                   23
  and from inception through June 30, 1995

<PAGE>


Statement of  Stockholders'  Equity for the 
  three years ended June 30, 1995, and the 
  period from inception through June 30, 1995
                                                             24
Statement of Cash Flows for the three
   years ended June 30, 1995, and
   from inception through June 30, 1995                      26

Notes to Financial Statements                                28

(a)(2).  FINANCIAL STATEMENT SCHEDULES

  None.

(a)(3).  EXHIBITS:
        EXHIBIT NO.   SEC Reference No.      Title of Document     Location

            1              (3)                 *Articles of         Form 10-K
                                               Incorporation        for fiscal
                                                                    year ended
                                                                    June, 1989

            2              (3)                 *Bylaws                 same

*These documents are incorporated herein by reference.

(b)     REPORTS ON FORM 8-K

  During the fiscal year ended June 30,  1995,  the Company  filed no reports on
Form 8-K.

<PAGE>







                         SIGNATURES

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





                      REGISTRANT:

                      CORVALLIS, INC.

    Dated:  September 29, 1995       By /s/Whitney O. Cluff
                                     Whitney O. Cluff (Principal Executive 
                                     Officer)

    Dated:  September 29, 1995       By /s/John Papanikolas
                                     John Papanikolas (Principal Financial and
                                     Accounting Officer)


     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
    Registrant and in the capacities and on the dates indicated:

    Dated:  September 29, 1995    By /s/Whitney O. Cluff
                                  Whitney O. Cluff, President and Chairman of 
                                  the Board

    Dated:  September 29, 1995    By /s/Thomas Mulcock
                                  Thomas Mulcock, Vice President and Director


    Dated:  September 29, 1995    By /s/John Papanikolas
                                  John Papanikolas, Director

        

<PAGE>







                    INDEPENDENT AUDITORS' REPORT



    The Board of Directors
    Corvallis, Inc.
    (A Development Stage Company)
    Salt Lake City, Utah

    We have audited the  accompanying  balance  sheets of  Corvallis,  Inc.,  (a
    development  stage  company),  as of June 30,  1995 and 1994 and the related
    statements of operations, stockholders' equity (deficit), and cash flows for
    the  years  ended  June 30,  1995,  1994 and  1993 and for the  period  from
    inception on September  28, 1987  through  June 30,  1995.  These  financial
    statements  are  the  responsibility  of  the  Company's   management.   Our
    responsibility is to express an opinion on these financial  statements based
    on our audits.

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

    In our opinion,  the financial  statements referred to above present fairly,
    in all material respects,  the financial  position of Corvallis,  Inc. as of
    June 30, 1995 and 1994, and the results of its operations and its cash flows
    for the years  ended June 30,  1995,  1994 and 1993 and for the period  from
    inception on September  28, 1987  through June 30, 1995 in  conformity  with
    generally accepted accounting principles.

    The accompanying  financial  statements have been prepared assuming that the
    Company  will  continue as a going  concern.  As  discussed in Note 6 to the
    financial  statements,  the Company is a  development  stage company with no
    significant  operating  results to date. These conditions raise  substantial
    doubt about its ability to continue as a going concern.  Management's  plans
    in regard  to these  matters  are also  described  in Note 6. The  financial
    statements do not include any adjustments that might result from the outcome
    of this uncertainty.



    Jones, Jensen & Company
        July 31, 1995

<PAGE>


                           CORVALLIS, INC.
                    (A Development Stage Company)
                           Balance Sheets

                               ASSETS

                                                     June 30,
                                              1995               1994
    CURRENT ASSETS

      Cash                                  $   420              $  75

         Total Current Assets                   420                 75

         TOTAL ASSETS                       $   420              $  75



           LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


    CURRENT LIABILITIES

      Stockholders' payable (Note 7)        $ 1,150              $2,350

         Total Current Liabilities            1,150               2,350

    STOCKHOLDERS' EQUITY (DEFICIT)

      Common stock; authorized 200,000,000
       common shares at $0.001 par value;
       5,100,010 and 4,000,010 shares issued
       and outstanding, respectively          5,100               4,000
      Additional paid-in capital            170,555             162,255
      Deficit accumulated during the
        development stage                  (176,385)           (168,530)

         Total Stockholders' 
          Equity (Deficit)                     (730)             (2,275)

         TOTAL LIABILITIES AND 
          STOCKHOLDERS' EQUITY (DEFICIT)     $  420            $     75


The accompanying notes are an intergral part of these financial statements

<PAGE>


                           CORVALLIS, INC.
                    (A Development Stage Company)
                      Statements of Operations
                                                                     From
                                                                 Inception On
                                                                 September 28,
                                                                  1987 Through
                                For the Years Ended June 30,         June 30,
                              1995          1994         1993          1995

    REVENUE                $   -          $   -        $   -         $   -

    EXPENSES

      Consulting fees       3,425           2,227          -           5,652
      Legal                 1,400           2,827          -           4,227
      Accounting            1,175           4,775          -           5,950
      Other                 1,855           1,947          -           3,802

         Total Expenses     7,855          11,776          -          19,631

    LOSS FROM
     OPERATIONS            (7,855)        (11,776)         -         (19,631)

    LOSS ON  DISCONTINUED
     OPERATIONS               -            (2,476)      (1,335)     (156,754)

    NET LOSS              $(7,855)       $(14,252)     $(1,335)    $(176,385)

    WEIGHTED AVERAGE
      LOSS PER SHARE      $ (0.00)       $  (0.00)     $ (0.00)    $   (0.06)

    Weighted average 
     number of shares 
     outstanding        4,550,000       3,862,672    3,725,334      3,205,867


The accompanying notes are an integreal part of these financial statements 


<PAGE>


                           CORVALLIS, INC.
                    (A Development Stage Company)
            Statements of Stockholders' Equity (Deficit)
       From inception on September 28, 1987 to June 30, 1995


                                                                     Deficit
                                                                   Accumulated
                                                                    Additional
                                                                   During the
                                  Common Stock        Paid-in      Development
                                Shares    Amount       Capital        Stage

    Balance at inception           -      $   -      $  -         $   -
    
    Issuance of common stock
      at inception at $.0375 
      per share                 560,000      560      20,440          -

    Issuance of common stock 
     in July 1988 at $.25, 
     less deferred  offering 
     costs offset against
     paid-in capital            525,600      526      91,209          -

    Net loss from inception 
     to June 30, 1989              -          -          -          (19,673)

    Balance, June 30, 1989    1,085,600    1,086     111,649        (19,673)

    Issuance of common stock 
     for fixed assets in 
     August 1989              2,533,067    2,533      16,775            -

    Issuance of common stock
     in private placement at
     $.1875 in November 1989   106,667      107       19,893            -

    Net loss for the year 
     ended June 30, 1990           -         -           -         (132,670)

    Balance, June 30, 1990   3,725,334     3,726     148,317       (152,343)

    Net loss for the year 
    ended June 30, 1991            -         -           -             (300)

    Balance, June 30, 1991   3,725,334     3,726      148,317      (152,643)

    Net loss for the year 
     ended June 30, 1992            -         -           -            (300)

    Balance, June 30, 1992   3,725,334      3,726      148,317     (152,943)

    Net loss for the year 
    ended June 30, 1993             -         -            -         (1,335)

    Balance, June 30, 1993   3,725,334    $ 3,726    $ 148,317   $ (154,278)


The accompanying notes are an integral part of these financial statements
 
<PAGE>


                           CORVALLIS, INC.
                    (A Development Stage Company)
            Statements of Stockholders' Equity (Deficit)
       From inception on September 28, 1987 to June 30, 1995


                                                                     Deficit
                                                                    Accumulated
                                                                     Additional
                                                                     During the
                                       Common Stock        Paid-in  Development
                                       Shares    Amount    Capital     Stage

    Balance, June 30, 1993           3,725,334   $3,726    $148,317  $(154,278)

    Issuance of common stock for
     extinguishment of stockholders'
     payable at $.0517                 274,676      274     13,938        -

    Net loss for the year ended
     June 30, 1994                         -         -         -       (14,252)

    Balance, June 30, 1994           4,000,010    4,000    162,255    (168,530)

    Issuance of common stock for
     extinguishment of stockholders'
     payable at $.008 in March 1995    425,000      425      2,975         -

    Issuance of common stock for
     extinguishment of stockholders'
     payable at $.01 in March 1995     300,000      300      2,700         -

    Issuance of common stock for
     services rendered at $.008
     in March 1995                     375,000      375      2,625         -

    Net loss for the year ended
     June 30, 1995                         -         -         -        (7,855)

    Balance, June 30, 1995           5,100,010    $5,100   $170,555  $(176,385)

The accompanying notes are an integral part of these financial statements


<PAGE>


                           CORVALLIS, INC.
                    (A Development Stage Company)
                      Statements of Cash Flows
                                                                       From
                                                                   Inception On
                                                                  September 28,
                                                                   1987 Through
                                   For the Years Ended June 30,       June 30,
                                      1995        1994        1993          1995
    CASH FLOWS FROM
      OPERATING ACTIVITIES

       Net loss from operations     $(7,855)    $(14,252)  $ (1,335)  $(176,385)
       Discontinued operations          -            -           -       19,308
       Stock issued for services
         and for relief of debt       9,400       14,212         -       23,612
       Increase (decrease) in
         current liabilities         (1,200)      (2,081)     3,531       1,150

           Net Cash Provided 
           (Used) by Operating 
           Activities                   345       (2,121)     2,196    (132,315)

    CASH FLOWS FROM
      INVESTING ACTIVITIES               -           -           -          -

    CASH FLOWS FROM
      FINANCING ACTIVITIES

        Issuance of common stock         -           -           -      132,735

           Net Cash Provided (Used)
             by Financing Activities     -           -           -      132,735

    NET INCREASE (DECREASE)
      IN CASH                           345      (2,121)       2,196        420

    CASH AT BEGINNING OF YEAR            75       2,196           -          -

    CASH AT END OF YEAR              $  420     $    75      $ 2,196    $   420

    CASH PAID DURING
     THE YEAR FOR

      Interest                       $   -      $    -       $    -     $    -
        Income taxes                 $   -      $    -       $    -     $    -


The accompnaying notes are an integral part of these financial statements

<PAGE>


                           CORVALLIS, INC.
                    (A Development Stage Company)
                Statements of Cash Flows (Continued)

                                                                      From
                                                                  Inception On
                                                                  September 28,
                                                                   1987 Through
                                  For the Years Ended June 30,        June 30,
                                   1995        1994       1993           1995

    NON-CASH FINANCING
     ACTIVITIES

      Issuance of common stock
       for fixed assets            $  -       $  -        $  -         $ 19,308
      Issuance of common stock
       for extinguishment of
       stockholders' payable       $ 6,400    $14,212     $  -         $ 20,612
      Issuance of common stock
           for services rendered   $ 3,000    $  -        $  -         $  3,000



The accompanying notes are an integral part of these financial statements


<PAGE>


                           CORVALLIS, INC.
                    (A Development Stage Company)
                  Notes to the Financial Statements
                       June 30, 1995 and 1994


    NOTE 1 -           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      a.  Organization

      The financial  statements  presented  are  those  of  Corvallis,  Inc.,  a
          development  stage company.  The Company was incorporated in the State
          of Nevada on September 28, 1987. The Company was  incorporated for the
          purpose of  providing a vehicle  which could be used to raise  capital
          and seek  business  opportunities  believed  to hold a  potential  for
          profit.  The Company has not presently  identified a specific business
          area or  direction  that  it  will  follow.  Therefore,  no  principal
          operations have yet begun.

      b.  Accounting Method

      The Company's  financial  statements are prepared using the accrual method
          of accounting. The Company elected a June 30th fiscal year end.

      c.  Loss Per Share

      The computations  of loss  per  share of  common  stock  are  based on the
          weighted  average  number  of  shares  outstanding  at the date of the
          financial statements.

      d.  Deferred Stock Offering Costs

      In  connection  with the public  offering of the  Company's  common stock,
          (see Note 2), all costs were  accumulated  as  deferred  charges.  The
          deferred charges were offset against proceeds  received from the stock
          offering.

      e.  Taxes on Income

          Effective  for  fiscal  year 1992, the  Company  adopted  Statement of
          Financial Accounting Standards No. 109, "Accounting  for Income Taxes"
          (SFAS No. 109).  Under  the  provisions  of SFAS  No. 109, the Company
          elected  not  to  restate  prior  years  and  has  determined that the
          cumulative effect of this accounting change is immaterial. The Company
          has a net  operating  loss  carryover of  approximately $175,000 which
          begins to expire in 2004.

      f.  Statement of Cash Flows

          For purposes of the Statement of Cash Flows, the Company considers all
          highly liquid investments with an original maturity of three months or
          less to be cash equivalents.

      g.  Office Space

          A director  of  the  Company provides office space in his home for the
          Company. The space is used primarily by the director for  his personal
          affairs. The value to the Company is minimal.  Accordingly, no benefit
          has been recorded.

<PAGE>


                           CORVALLIS, INC.
                    (A Development Stage Company)
                  Notes to the Financial Statements
                       June 30, 1995 and 1994


    NOTE 2 -           PUBLIC OFFERING OF UNITS

     The Company made a public offering of 800,000 units.  Each unit consists of
     one (1) share of its previously  authorized  but unissued  common stock and
     two (2) warrants. The Warrant A was exercisable at $.75 for a period of six
     (6)  months  commencing  six (6)  months  from  the  effective  date of the
     offering.  The Warrant B was  exercisable  at $1.50 for a period of one (1)
     year commencing one (1) year from the effective date of the offering.  Both
     warrants  were  separately  transferrable  immediately  on  issuance.  This
     offering was registered on Form S-18 in accordance  with the Securities Act
     of 1933. An offering price of $.25 per unit was  arbitrarily  determined by
     the  Company  and  the  underwriter.  The  offering  was  conducted  by the
     underwriter on a "400,000 Unit minimum,  800,000 Unit maximum" basis. As of
     June  30,  1988,  the  Company  had  sold  443,600  units  having  a  gross
     subscription price of $110,900.  This allowed the Company to "break escrow"
     and all but $1,600 of the funds were transferred from the escrow account to
     the general  checking.  On July 20, 1988 the Company  completed  its public
     offering.  A total of 525,600  units were sold having a gross  subscription
     price of $131,400.  Deferred  offering costs  totaling  $39,665 were offset
     against additional paid-in capital. 

NOTE 3 - ASSET PURCHASE AGREEMENT

     On approximately  September 2, 1989, the Company had completed the terms of
     an Asset  Purchase  Agreement  with DLB  Enterprises,  Inc., a closely-held
     Nevada corporation ("DLB"), providing for the acquisition by the Company of
     all of the operating  assets of  Southwest,  a Las  Vegas-based  enterprise
     which had been engaged in the manufacture  and  installation of awnings for
     commercial,  industrial  and  residential  use for  approximately  the past
     fourteen (14) months. Southwest was previously a joint enterprise owned and
     operated in Las Vegas by DLB and WAM Industries,  Inc. ("WAM"), a Salt Lake
     City-based  corporation  which has been engaged in the awning  business for
     several years.

     Under the terms of the Asset Purchase  Agreement,  the Company acquired all
     of the  operating  assets of  Southwest,  including  equipment,  inventory,
     customer  accounts,  tradenames and trademarks and other assets in exchange
     for the  issuance to DLB of a total of  1,266,533  shares of the  Company's
     restricted  common  stock.  Concurrently,  the Company  also entered into a
     separate  agreement  with WAM under the terms of which WAM agreed to act as
     contractor on all large  commercial  jobs of the Company at a price of cost
     plus  10%  and  generally   agreed  to  contribute  its  expertise  in  the
     development  of the  Company's  business,  in  consideration  of which  the
     Company  had  issued to WAM a total of  542,800  shares  of its  restricted
     common stock. In connection with these  transactions,  the Company issued a
     total of 723,734 shares of restricted  common stock to Whitney O. Cluff and
     certain of his business  associates who were  instrumental  in facilitating
     the  negotiation  and  consummation  of the  transactions.  The assets were
     subsequently written off, see Note 5.
<PAGE>


                           CORVALLIS, INC.
                    (A Development Stage Company)
                  Notes to the Financial Statements
                       June 30, 1995 and 1994


    NOTE 4 -           PRIVATE PLACEMENT

          On November 22, 1989,  the Company  issued  106,667 common shares at a
          price of $.1875. The Board of Directors issued to Whitney Cluff shares
          for monies he expended on behalf of the Company.

 NOTE 5 - DISCONTINUED OPERATIONS

          The  Company,   on  January  1,  1990,   decided  to  discontinue  its
          operations.  The Company did not have significant operating income and
          felt it could not  continue.  Therefore,  the Company  entered into an
          agreement with WAM Industries in which WAM took over the operations of
          the Company and paid its outstanding debts, and in consideration,  WAM
          Industries  was given all of its assets.  The assets  consisted of all
          cash,  receivables  and  fixed  assets.  The  Company  has not had any
          operations since that date except for some incidental  expenditures to
          keep the Company on active  status  with the State and stock  transfer
          agents.

    NOTE 6 - GOING CONCERN

          The  Company's  financial  statements  are  prepared  using  generally
          accepted  accounting  principles  applicable  to a going concern which
          contemplates  the realization of assets and liquidation of liabilities
          in the normal course of business.  However,  the Company does not have
          significant  cash  or  other  material  assets,  nor  does  it have an
          established source of revenues sufficient to cover its operating costs
          and to allow it to  continue as a going  concern.  It is the intent of
          the  Company to seek a merger  with an  existing,  operating  company.
          Currently,  management  is committed to cover all  operating and other
          costs until sufficient revenues are generated.

    NOTE 7 - STOCKHOLDERS' PAYABLE

          Somestockholders  of the Company  have paid  expenses on behalf of the
          Company.  The amount  paid on behalf of the  Company  is  non-interest
          bearing  and  will be  repaid  to the  stockholders  when  monies  are
          available.

    NOTE 8 - REVERSE STOCK SPLIT

          On July 21, 1994 during a special  meeting of shareholders, a   motion
          was approved authorizing a reverse split of the issued and outstanding
          common stock of the Company with one new share being  issued for every
          twenty-five  (25) shares  previously  held.  All  reference  to shares
          outstanding and earnings per share have been adjusted  to reflect  the
          effects  of  the  stock  split  on  a  retroactive basis.
<PAGE>