FORM 10-KSB
                  SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C., 20549
(Mark One)

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

           For the fiscal year ended December 31, 1998

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

                 Commission File Number 33-91240

                D.H. MARKETING & CONSULTING, INC.      
          (Name of small business issuer in its charter)

Nevada                                            88-0330263          
(State or other jurisdiction                      (IRS Employer
of incorporation or organization)                 Identification No.)

300 Keystone Street, Hawley, PA                   18428
(Address of principal executive offices)          (Zip Code)

Issuer's telephone number:  (570) 226-8515

Securities registered pursuant to Section 12(b) of the Exchange Act:
     Title of each class           Name of exchanges on which registered
     (None)                        (None)

Securities registered pursuant to Section 12(g) of the Exchange Act:

     Common Stock (Par Value $.0003 Per Share)
                     (Title of Class)

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

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

     The issuer's revenues for its most recent fiscal year, ending December 31,
1998, were $1,964,862  net of discounts.

     The aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked prices of such common equity, as of 
12/31/98, was $29,323,735.

     This issuer has not been involved in a bankruptcy proceeding during the
last five years.

     As of March 31, 1999 the issuer has 8,419,964 outstanding shares of
its $.0003 par value Common Stock.

     Transition Small Business Disclosure Format (check one)
     Yes [ ] No [x]

<PAGE> 1
           TABLE OF CONTENTS AND CROSS REFERENCE SHEET

PART I

Item 1    Description of Business
Item 2    Description of Property
Item 3    Legal Proceedings
Item 4    Submission of Matters to a Vote of Security Holders

PART II

Item 5    Market for Common Equity and Related Stockholder Matters
Item 6    Management's Discussion and Analysis
Item 7    Financial Statements
Item 8    Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure

PART III

Item 9    Directors, Executive Officers, Promoters and Control Persons;
          Compliance with 16(a) of the Exchange Act
Item 10   Executive Compensation
Item 11   Security Ownership of Certain Beneficial Owners and Management
Item 12   Certain Relationships and Related Transactions
Item 13   Exhibits and Reports On Form 8-K 


<PAGE> 2
                             PART I

ITEM 1 - BUSINESS
          
     D. H. Marketing & Consulting, Inc. (the "Company") was incorporated under 
the laws of the State of Nevada on September 8, 1994 for the purpose of 
acquiring D. H. Marketing & Consulting, Inc., a New York corporation (D. H.
Marketing-New York).  D. H. Marketing-New York was organized on January 6, 1994
and has been actively engaged in business operations since that time. On
September 29, 1994, the Company entered into a merger agreement with D.H.
Marketing-New York in a transaction in which the Company was the surviving
entity. The Company was segmented into four distinct operations, consisting of
the burn-cleansing solution division, network marketing division, collectible &
fine art division and the acquisitions & consulting division. During fiscal
1998, the company has completed the divestiture of its Acquisitions and
Consulting Division, has divested itself of the Burn-Cleansing Division except
for a remaining royalty agreement as part of the final divestiture.The Network
Marketing Division was developed by the wholly owned subsidiary Universal
Network and its parent company, Universal Network of America, Inc.
("Universal") The Network Marketing Division will be the main focus of the
subsidiary and the Collectibles Division will be the focus of the Company.

Burn-Cleansing Solution Division

     In 1986, the PREVOR Laboratory of Valmondois, France, developed a
revolutionary chemical burn cleaning solution. Unlike current rinsing solutions
that dilute chemicals while they continue to burn the skin and eyes,
diphoterine absorbs the burning molecules on contact, preventing additional
exposure to the skin. Diphoterine is effective on the skin and eyes for burns
resulting from caustic acids, bases and solvent. Testimonies from European
Fortune 500 Companies credit diphoterine for improving productivity, decreasing
absence, preventing permanent injury and improving employee safety.

     Diphoterine is effective on the skin and eyes for burns caused by all
acids, bases and caustic solvents except white phosphor and hydrofluoric acid.
Hexafluorine was developed specifically for use against burns caused by 
hydrofluoric acid. Both cleansing solutions have been in use in Europe for more
than six years. European users include Rohm and Haas, IBM, Proctor and Gamble,
BASF and DuPont. A Rhone Poulenc five year study showed use of diphoterine
decreased both the number of chemical spatters reported and the number of
employees requiring emergency treatment due to chemical burns.  

     Any employee exposed to acids, bases and caustic solvents is at risk of
being injured as a result of a chemical spatter. Current good manufacturing 
practices require cleansing solutions be in close proximity to these employees.
But current solutions dilute and wash away only some of the chemical while the 
remaining chemical continues to attack the body, causing permanent injury and 
scarring. Diphoterine and hexafluorine are chemical burn cleansing solutions 
that will absorb all the caustic chemical, normalizing pH levels and stop the 
burning within seconds.

     There were 60,000 individuals in 1993 requiring emergency treatment due to
chemical burns at an average cost of over $50,000. The Company believes that
use of diphoterine and hexafluorine in the work place will decrease the 
number of individuals permanently injured from chemical spatters.  

Network Marketing Division

     During the second quarter of 1995, the Company became a Representative 
within Universal Network, Inc.'s Network Marketing system. In the system, 
representatives sell products and qualify retail sales centers with items of
intrinsic and/or collectible value. In addition, by purchasing these items, 
representatives are also eligible to earn commission and/or sell products.

     At the close of 1995, the Company had earned over $136,000 in commissions 
and was the third largest dollar earner within the entire system. At the close 
of 1996, the Company had earned over $550,000 in commissions and was the 
largest dollar earner within the entire system.

     The network marketing system was developed and is governed by Universal 
Network, Inc., and its parent company Universal Network of America, Inc. 
("Universal").

<PAGE> 3
     During the calendar year ending December 31, 1997, the business 
relationship between Universal and D. H. Marketing matured significantly. 
Universal acquired a substantial portion of its inventory from the Company, 
totaling $4,986,554, thereby becoming the Company's largest customer of its 
Collectibles and Fine Art Division, concurrent with the Company's continued
performance as Universal's largest Distributor within the Network Marketing 
system. D. H. Marketing, through satisfaction of open receivables from 
Universal with that company's Treasury Stock, became a shareholder of 
Universal.

     On December 31, 1997, D. H. Marketing & Consulting, Inc. acquired the 
balance of all the issued and outstanding capital stock of Universal Network 
of America, Inc. through a stock exchange agreement. Universal Network of 
America, Inc. now operates as, and functionally is, a wholly-owned subsidiary 
of D. H. Marketing & Consulting, Inc. 

Collectible Division

     The Company's collectible and fine art division is involved with the 
purchase and sale of valuable and rare stamps, coins, fine art and other 
tangible asset collectibles. Principals of the Company are experts at locating
and negotiating transactions to acquire investment-grade collectibles. Clients 
are then able to purchase these items directly from the Company. By selecting 
only the most valuable, highest quality, and most collectible pieces, both the 
Company and its clients profit from the transaction.

     Total revenue for this division totaled just over $58,000 in 1995, over 
$1,172,698 in 1996 and $2,035,611 in 1997, having been discounted in 1997 to 
eliminate sales of inventory to Universal Network, Inc., now a wholly-owned 
subsidiary of the Company. The substantial increase in sales was partially 
attributable to time. This division commenced activity already one half way 
through 1995. However, this gain in sales is more attributable to the Company's
increased ability to participate in more sizable and profitable activities as a
result of its increased asset base and cash position.

Acquisitions and Consulting Division

     The Acquisitions and Consulting Division commenced activities late in the
third quarter of 1996, acquiring 42% of Qualtronics Corporation, Inc., a
contract manufacturer of electromechanical and electronic devices, as well as
providing consultation services to Universal Network, Inc. and Qualtronics
Corporation, Inc. The Company acquired an additional 55% of Qualtronics
Corporation, Inc. on January 9, 1997. On February 5, 1998, the Company sold its
total interest in Qualtronics Corporation, Inc.

      The Company also acquired all the issued and outstanding capital stock of
Universal Network of America, Inc. throughout 1997. Immediate future activity 
in this division is not expected as the Company allocates all available
resources toward developing its Network Marketing operations through its newly
acquired subsidiary, Universal Network of America, Inc. and that company's 
subsidiary, Universal Network, Inc. 

ITEM 2 - DESCRIPTION OF PROPERTY

     From February 1, 1996 to January 31, 1998, the Company leased
approximately 2,600 square feet in Milford, Pennsylvania. The Company is
currently leasing approximately 1,200 square feet in Hawley, Pennsylvania at an
annual cost of $5,640. The current lease expires January 31, 2000.

     The Company has re-opened an office of approximately 1,000 square feet in
Vancouver, British Columbia for its Canadian facility at an annual cost of
$4,500. 

     The Company's subsidiary, Universal Network, Inc., occupies both an office
and warehouse space in Sarasota, Florida totaling approximately 6,000 square
feet at an annual cost of $67,152. Current commitments on the office property
expired December 1, 1998. As of fiscal year end 1998, financing had been
procured for the purchase of the office location.The actual closing on the
property transpired in January, 1999. The current commitment on the warehouse
space expires on May 1, 1999.

ITEM 3 - LEGAL PROCEEDINGS

     The United States Securities and Exchange Commission is conducting a
formal investigation of the Company, with which the Company's management is
cooperating. The outcome of such investigation is not known at this time. The
Company is not a party to any material pending legal proceedings and, to the 
best of its knowledge, no such action by or against the Company has been
threatened.   

<PAGE> 4
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 

     During the fourth quarter of 1998, no matters were submitted to the
Security Holders for their approval.


                    PART II- OTHER INFORMATION

ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
          
(a)       Market Information - The Company's Common Stock has been quoted on
the OTC electronic Bulletin Board, under the symbol "DHMK," since January 4,
1996. As a result of a three for one forward stock split effective February 25,
1997, the symbol was changed to "DHMG."

     Trading Prices - The following table shows the range of high and low
trading prices quarterly for the last two years, as reported by the
National Association of Securities Dealers. (Such quotations represent prices 
between dealers and do not include retail markups, markdowns,
or commissions and do not necessarily represent actual transactions.):

     During the first quarter of 1997, the Company effected a three for one
forward stock split which was effective February 25, 1997.

                              Trading Prices      
                              Common Stock    

   Quarter                       High      Low   
__________________________________________________________
First Quarter 1997             $ 13.313    $ 8.916      
Second Quarter 1997            $ 15.75     $ 7.50
Third Quarter 1997             $ 18.125    $ 8.25
Fourth Quarter 1997            $ 12.375    $ 3.875
First Quarter 1998             $  8.4375   $ 4.0625
Second Quarter 1998            $  4.375    $ 2.563
Third Quarter 1998             $  4.50     $ 2.00
Fourth Quarter 1998            $  2.375    $ 1.375

(b)  Stockholders - To date, the Company has approximately 825 confirmed
holders of record of the Company's Common Stock, although the Company
believes it has a total of approximately 900 shareholders.

(c)  Dividends - To date, no dividends have been paid by the Company and the
Company does not anticipate paying dividends on its Common Stock in the
foreseeable future, but plans to retain earnings, if any, for the operation
and expansion of its business.

ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS

Overview

     The Company's Initial Public Offering became effective with the Securities
Exchange Commission on August 11, 1995. The Company completed its initial
public offering October 11, 1995, having sold 119,000 shares and received net
proceeds of $537,990.

     The proceeds of the Initial Public Offering significantly increased the
Company's working capital, cash availability, inventory and general business
capabilities. Shares first traded on the NASD Bulletin Board on January 4, 1996
at $5 per share under the symbol "DHMK." As a result of a three for one forward
stock split effective February 25, 1997, the symbol was temporarily changed to
"DHMG."

     The Company had segmented into four distinct operations, consisting of the
Network Marketing Division, the Collectible Division, Acquisitions and
Consulting Division and the Burn Cleansing Solution Division. At December 31,
1995, the Company's headquarters were located in Tarrytown, New York, with
regional offices in Vancouver, British Columbia and Hawley, Pennsylvania. As of
February 1, 1996, the Company relocated its headquarters from Tarrytown, New 
York to Milford, Pennsylvania. During the fourth quarter of 1996, the Company 
opened a West Coast Relations Office in Las Vegas, Nevada and had plans to 
reopen its offices in Vancouver, British Columbia during the second quarter 
of 1997. As of December 31, 1997, the Company had re-opened its Vancouver, 
British Columbia office and closed its Las Vegas, Nevada office. On February 1,
1998, the Company relocated its headquarters from Milford, Pennsylvania to 
Hawley, Pennsylvania. During the fiscal year 1998, the company completed the  
divestiture of all operations except the network marketing division and the
collectibles division. The Company still maintains a royalty agreement on the
Burn-Cleansing division as part of the  divestiture of that division. The 
Company has turned its attention, its focus, and its resources to the growth 
and expansion of its wholly owned subsidiary, Universal Network, Inc.

<PAGE> 5
Selected Financial Data

     Sales                     1998           1997           1996   
     ______________________________________________________________________
     Network Marketing         1,224,140        483,000        556,393
     Collectibles                612,675      2,053,611      1,172,698 
     Burn Cleansing Solution      19,422         38,547         38,265
     Acquisitions & Consulting         0        448,200        250,000
     Mechanical Assemblies             0      2,503,684              0 
     Total Operating Revenue
        (Less Discounts)       1,964,862      5,509,042      1,767,356   
     Net Gain (Loss)                             
        (Pre-Tax)             (3,344,928)       384,579        917,970    

     Net Gain (Loss) Per Share
         Before Income Taxes        (.51)           .10            .80

Liquidity

     During 1995 and 1994, the first two years of operation, the Company 
invested significant amounts of capital in formulated its business plan, 
establishing market penetration and presence, and preparing and completing its 
Initial Public Offering. During this two-year period, the Company experienced 
insufficient levels of sales to meet operating needs. This resulted in
operating losses for 1994 and 1995 of $183,657 and $192,852 respectively. The 
Company supplemented cash availability by issuing stock in 1994 through a 
private placement and in 1995 through the Initial Public Offering. As a result 
of this Initial Public Offering and most attributable to the subsequent 
earnings of the Company throughout 1996 and continued earnings in 1997, the 
Company's operating needs more than adequately met with the current level of
sales. Total Current Assets as of December 31, 1997 totaled $6,976,966 and as 
of December 31 1998, the Total Current Assets totaled $ 5,557,936.

Capital Resources

     On December 31, 1995, the Company had $382,934 in total current assets, of
which $171,098 was held in cash and cash equivalents and $142,268 was held in 
inventory at the lower of cost or market value.

     On December 31, 1996, the Company managed to increase total current assets
to $1,512,321, of which $147,572 was held in cash and cash equivalents, 
$253,902 was held in Certificates of Deposit, $462,026 was held in Accounts 
Receivable net of allowances and $496,776 was in inventory at the lower of cost
or market.

     By December 31, 1997, the Company had $6,976,966 in total current assets, 
of which $706,609 was held in cash and cash equivalents and $5,559,132 was held
in inventory at the lower of cost or market value.

    By December 31, 1998, the Company had $5,557,936 in total current assets,
of which $308,838 was held in cash and cash equivalents and $5,163,969 was held
in inventory at the lower of cost or market value. 

Cash Expenditures
     
     Total general and administrative expenses increased from 1994 to 1995 from
$183,193 to $380,000. The most significant expenditures were Salaries and 
Wages, Outside Services and Consulting Fees, most of which indirectly related
to the Company's Initial Public Offering. The Company had previously reported
total general and administrative expenses for 1995 of $366,900. However, a
change in accounting policy reallocated a prior Credit of Commission advance 
from General and Administrative Expenses to Other Income. There is no net
effect on earnings.

     Total general and administrative expenses increased from 1995 to 1996 from
$380,000 to $528,038. The most significant increases in expenditures were 
directly related to the Company's increased sales activity and business 
operation, including Salaries and Wages, Office Expenditures and 
Requalification of the Company's network marketing sales centers.

     Total general and administrative expenses increased from 1996 to 1997 from
$528,038 ($507,109 excluding amortization and depreciation) to $2,350,736. 
During 1997, the Company pursued many activities in the interests of its 
shareholders, including the engagement of expert legal and financial counsel
related to its acquisition of Universal Network of America, Inc. and 
divestiture of Acquisitions & Sales, Inc. (completion of the divestiture 
occurred in 1998). These services where performed by unrelated parties. 
Increases of general salaries and wages costs did not contribute significantly
to the increased general and administrative expenses. Consolidated expenses as 
of 12/31/98 were $ 5,303,423. Increases were due in part to the completion of 
the divestiture of other divisions and the efforts in the network marketing and
collectibles divisions to develop a marketing system that would encompass 
traditional marketing methods with network marketing operations and the 
associated systems development that was required.

<PAGE> 7
Long Term Debt
     
     The Company has satisfactorily retired all Long Term Debt. The Company's 
subsidiary, Qualtronics Corporation, Inc., held long-term debt of $42,149 at 
December 31, 1997. The Company has since divested itself of its interest in 
Qualtronics Corporation, Inc. on February 5, 1998.

Revenue
     
     Total revenue increased from 1994 to 1995 from $44,200 to $245,466 most 
significantly as a result of the Company's network marketing division, 
representing $136,425 of total revenue.  In the network marketing division, 
representatives qualify Retail Sales Centers with items of intrinsic value, and
earn commissions or product as the system is being built around them. 

     Items that can be purchased include jewelry, authentic leafs from the 
First Edition of Noah Webster's American Dictionary of the English Language, 
authentic leafs from original issue King James Bible and collectible numismatic
Morgan Silver dollars. Representatives then earn commissions corresponding to 
the sale volume generated at their portion of the network.  During fiscal year
1998, the network marketing division expanded their product lines into
the consumables area. In the first half of the year, the division launched 
an aloe vera based skin care. In November, the companys wholly owned subsidiary
launched Unitropin, an hGH formula plus dietary supplement

     Total revenue, less discounts, increased from 1995 to 1996 from $245,466 
to $1,767,356, most significantly as a result of an increase in network 
marketing sales from $136,425 to $556,393 and an increase in collectible 
sales from $58,500 to $1,172,698. The Company also added a new division, 
Acquisitions and Consulting, that attributed toward $250,000 of the total
increase.

     The network marketing division was in operation approximately 60% of the
1995 fiscal year. Therefore, principles expected at least a portion of the
increased revenues in 1996 from this Division.

     Total revenue increased from 1996 to 1997 from $1,767,356 to $5,509,042, 
of which $2,503,684 were sales recorded by its subsidiary, Qualtronics 
Corporation, Inc. Total revenue increased for every division of the Company 
excluding Network Marketing, which decreased 13% to $483,000. Total revenue 
of collectible sales were also discounted by $4,986,554, representing sales of 
inventory to Universal Network, Inc., now a wholly owned subsidiary of the
Company.

     Consolidated Total Revenue as of 12/31/98 decreased by 61% to $ 1,964,862.
Contributing factors for this decrease included the completion of the 
divestiture of 2 divisions and the refocusing of the entire organization 
towards the network marketing division. In this division, the Company's wholly 
owned subsidiary, Universal Network Inc. recently launched "Unitropin"; an
hGH formula plus dietary supplement which it believes along with its aloe vera
based skin care line that was launched mid way through 1998 , is the beginning 
of the new consumables direction that the Company is presently embarked upon.

ITEM 7 - FINANCIAL STATEMENTS

     The consolidated Financial Statements that constitute Item 7 are included 
at the end of this report, starting on page 17.


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

     During the fiscal year ended December 31, 1998, the Company had no changes
in or disagreements with the accountants on accounting and financial disclosure
issues.

                                  PART II

ITEM 9 -  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

DIRECTORS

Director Name, Age  Since   Principal Occupation                  
------------------------------------------------------------------------------
David D. Hagen, 46  1993    Chairman of the Board, President, Treasurer and
                            Chief Executive Officer of the Company since
                            1993. Mr. Hagen was the President of Hagen
                            Development and Improvement Corp., a real estate
                            company.  From 1978-1982 Mr. Hagen was the
                            President of an investment firm in Greenwich,

<PAGE> 8
                            Connecticut. He structured and operated investment
                            banking private placement and franchising
                            organization.  As Vice President of Sales of
                            International Stamp Exchange in New York, Mr.
                            Hagen developed an international network for the
                            sale and distribution of collectible stamps,
                            collectible coins, and hired, trained and expanded
                            the sales force from 1982-1985.  From 1985-1988,
                            Mr. Hagen was Sales manager of International Coin
                            Exchange Company, located in Brooklyn, New
                            York.  Mr. Hagen developed an international
                            network for the sale and distribution of collectible
                            coins, and hired, trained and expanded the sales
                            force.  From 1988-1993, Mr. Hagen has traded
                            coins, stamps, art and  miscellaneous investments
                            for private investors and investment bankers, has
                            owned and operated Park Avenue Fine Art Archives
                            among other collectible galleries.  From 1993, Mr.
                            Hagen has been the President of the Company, now
                            in Hawley, PA.         

Michael J.          1996    A director of the Company since January, 1996 and
Daily, 50                   Officer (Vice President and Secretary) since April
                            10, 1997.  Mr. Daily was honorably discharged
                            from the U. S. Army in 1969.  He majored in
                            Business Administration in the California College
                            system from 1970-1973.  Mr. Daily was the plant
                            manager of a large California based mail order firm
                            from 1971-1976.  From 1977-1985, Mr. Daily was a
                            manager in the Food & Beverage industry in the
                            Pennsylvania Pocono Mountains.  Mr. Daily has
                            been active in the Real Estate Industry from 1985 to
                            May 1995 when he joined D. H. Marketing &
                            Consulting, Inc.  Mr. Daily was not on the Board of
                            Directors in 1995. 

Martin J.
Grossbach, 64       1994    A director of the Company since September 1994.
                            In 1958, Mr. Grossbach received a B. S. in
                            Accounting from Queen's College and in 1961, he
                            received his law degree from New York Law
                            School.  Mr. Grossbach has been an attorney in
                            Westchester County, New York for the last 32
                            years, specializing in commercial real estate.

Steve
Krakonchuk, 38       1997   A director of the Company since June 20, 1997. 
                            Mr. Krakonchuk began working for the Company in
                            January of 1995 in the Company's Investor
                            Relations area and as Vice President of Sales.


Ronald W.
Meredith, 55         1998   A director of the Company since January 21, 1998. 
                            Mr. Meredith is President of Universal Network of
                            America, Inc. and its subsidiary, Universal
                            Network, Inc.  Mr. Meredith is an Air Force
                            veteran, having served from 1959 through 1979. 
                            From 1979 through 1988 he owned and operated a
                            manufacturing company in Louisville, Kentucky. 
                            He currently sits on the Board of Directors of that
                            company.  From July 1988 through 1994, Mr.
                            Meredith was an Independent Representative and
                            National Marketing Director with an environmental
                            products company, where he sat on the Presidential
                            Advisory Board.  During this period annual sales of
                            that company grew from 30 million dollars to more
                            than 400 million dollars.  From September 1994
                            through February 1995, Mr. Meredith was an
                            Independent Representative with a jewelry
                            company, and is a member of the Board of the
                            Jewelers Board of Trade.  In may of 1995, he and
                            several partners founded Universal Network, Inc.

William C.
Bartley, 50         1998    A director of the Company since January 21,
                            1998.  Mr. Bartley is Vice President of
                            Universal Network of America, Inc. and its
                            subsidiary, Universal Network, Inc.  Mr.
                            Bartley owned a successful furniture and

<PAGE> 9
                            appliance store in Lexington, Kentucky from
                            1978 until 1992.  From September 1990
                            through March of 1994, Mr. Bartley was an
                            Independent Representative and National
                            Marketing Director with an environmental
                            products company.  From March of 1994
                            through February 1995, he was an
                            Independent representative and the top
                            income earner with a jewelry company.  Mr.
                            Bartley, a founder of Universal Network,
                            Inc., was elected Vice President in July
                            1995.


John C.
Guttridge, 36       1998    In 1984, Mr. Guttridge received a B.S. in Political
                            Science from Villanova University and in 1988, he  
                            received his law degree from Pace University       
                            School of Law. Mr. Guttridge has been an attorney
                            in Westchester County, New York for the
                            last 10 years specializing in litigation, the last
                            five years of which have been at the firm of
                            Martin Grossbach, P.C.                         
 
EXECUTIVE OFFICERS

     The executive officers of the Company are elected annually at the annual 
meeting of the Company's Board of Directors held after each annual meeting of 
the shareholders. Each executive officer of the Company holds office until a
successor is duly elected and qualified, or until death or resignation or 
removal in the manner provided by the Company's bylaws.  

     There are no family relationships between any of the directors and 
executive officers.

     There was no arrangement or understanding between any executive officer 
and any other person pursuant to which any person was selected as an executive 
officer.


COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

     No person required by Section 16(a) of the Exchange Act of 1934 to file
reports pursuant to Section 16(a) failed to file such reports in a timely
manner.

ITEM 10 - EXECUTIVE COMPENSATION.

Summary Compensation Table

The Summary Compensation Table shows certain compensation information for 
services rendered in all capacities during each of the last three fiscal years 
by the Chief Executive Officer. No other executive officer's salary and bonus 
exceeded $100,000 in 1996, 1997 or 1998. The following information for the 
Chief Executive Officer includes the dollar value of base salaries, bonus
awards, the number of stock options granted and certain other compensation, if 
any, whether paid or deferred.

SUMMARY COMPENSATION TABLE

                                                             Securities
                                                             Under-
Name and                                      Restricted     lying
Principal                                     Stock          Options/
Position         Year    Salary    Bonus      Award(s)       SARs
__________________________________________________________________________
David D. Hagen   1996    $40,833   $20,000    $      0       60,000<F2>
President &      1997    $59,167   $20,000    $      0            0
CEO              1998    $68,881   $75,000    $148,125<F1>        0

<F1> This compensation resulted from an issuance of stock after the annual
     board of directors meeting.

<F2> Number of shares indicated include the effect of a three for one 
     forward stock split the Company undertook February 25, 1997 and the net
     effect of all options granted and transferred.  750,000 options were
     issued to David D. Hagen January 7, 1997 and were transferred to a
     third party on October 6, 1997.  These options were then canceled by
     the Company January 19, 1998.

<PAGE> 10
Option Grants in the Last Fiscal Year
-------------------------------------

     On September 6, 1996, the Company made available to key employees a plan 
for granting options on the Company's stock. The options are for a three-year 
period from September 6, 1996. Such options are fully vested to the employee. 
The options will exist for restricted securities which typically require the
shareholder to hold for a period of two years before they may be sold,
in whole or in part. Options numbering 165,000 have been granted, exercisable 
into an equal number of shares of common restricted stock at an exercise price 
of $6 7/8 per share, the closing price of the publicly traded shares as of 
September 6, 1998. 
     
     On January 7, 1997, 1,200,000 options were granted to certain key 
employees of the Company. The options are for a three-year period from 
January 7, 1997. These options are for restricted securities, are fully vested 
to the employee, and are exercisable into shares of common restricted stock at 
$8.92 per share.

     On January 13, 1997, 750,000 options were granted to a certain individual 
for a five-year period from January 13, 1997. These options are for restricted 
securities, are fully vested to the employee, and are exercisable into shares 
of common restricted stock at $9 per share.

     On June 13, 1997, the Board of Directors authorized a transfer of an 
employee's option to purchase 45,000 shares of stock at $8.917 per share. 
In addition, a transfer of 750,000 options to purchase stock at $9 was 
authorized.

     On October 6, 1997 the board authorized the transfer of the aforementioned
165,000 options and the 1,200,000 options. These options were all canceled 
subsequently on January 19, 1998.
                                 
     On January 29, 1998, 750,000 options were granted to a non affiliate of 
the Company who subsequently transfered 100,000 options indirectly to an 
affiliate of the Company. The options were originally issued at $ 5.9375 per 
share.                       

     By the end of April, 1998, an additional 750,000 options were
granted to a non affiliate of the Company. These options were issued at $ 9.00 
per share. 

Aggregated Option Exercises in the Last Fiscal Year and the Fiscal 
Year-End Option Values
------------------------------------------------------------------

     Set forth below is information with respect to the un-exercised options to
purchase the Company's Common Stock held by David D. Hagen at December 31, 
1997. No options were exercised during fiscal years 1994 through 1998.  

                                                  Value of Unexercised
                    Number of Unexercised         in-the-Money Options
                    Options at FY-End(#)            at FY-End ($)<F1>
               _____________________________   __________________________

Name           Exercisable    Un-exercisable   Exercisable  Un-exercisable
_________________________________________________________________________
     
David D. Hagen     -0-             -0-             $-0-          -0-       

<F1>  Estimated Fair Value Per Option was based upon the Black-Scholes option 
pricing model and the following assumptions for 1996 through 1998: Risk-Free 
Interest Rate of 6.02%, Expected Life of 3 Years, Expected Volatility of 35% 
and No Expected Dividends.  

Compensation of Directors
-------------------------

     Directors who are employees do not receive additional compensation for 
service as directors. Other directors do not receive any compensation for 
meetings attended or conducted via telephone conference. 


ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.

     The following table sets forth certain information regarding the 
beneficial ownership of the Company's Common Stock, its only class of 
outstanding voting securities as of December 31, 1998, by (i) each person who 
is known to the Company to own beneficially more than 5% of the outstanding 
Common Stock with the address of each such person, (ii) each of the Company's
directors and officers, and (iii) all officers and directors as a group:

<PAGE> 11
Name and Address of
Beneficial Owner or                Amount and Nature of
Name of Officer or Director        Beneficial Ownership     Percent of Class
____________________________________________________________________________

David D. Hagen <F1><F2>
P. O. Box 621
Hawley, PA 18428                   300,000 Shares            4.8%

Michael J. Daily <F1><F2>
405 Prospect Street
Hawley, PA  18428                  149,500 Shares            2.4%

Martin Grossbach <F2>
303 South Broadway
Suite 100
Tarrytown, NY 10591                 58,334 Shares            1.0%

John Guttridge <F2>
303 South Broadway
Suite 100
Tarrytown, NY 10591                  5,000 Shares             .1%

Steve Krakonchuk <F2><F3>
8611 General Currie Road
Apartment 111
Richmond, B. C.  V6Y 3M1, Canada   177,000 Shares            2.1%

Ronald W. Meredith <F2>
5647 Beneva Road
Sarasota, FL  34233-4103           388,301 Shares            6.2%

William C. Bartley <F2>
5647 Beneva Road
Sarasota, FL  34233-4103           362,700 Shares            5.8%

-----------------------------     
<F1>An Officer of the Company.
<F2>A Director of the Company.
<F3>30,000 of these shares are held in the name of Stimulus Ventures, which is
owned by Steven Krakonchuk, a director of the Company.

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Dave Hagen, President of the Company personally acquired all of the
outstanding shares of common stock of Financial Communication Services, a 
Canadian corporation, for $10,000, which he sold to the Company for $10,000 on
a Promissory Note.

     The Company will attempt to resolve any such conflicts of interest in 
favor of the Company.  The officers and directors of the Company are 
accountable to it and its shareholders as fiduciaries, which requires that 
such officers and directors exercise good faith and integrity in handling the
Company's affairs.  A Shareholder may be able to institute legal action on 
behalf of the Company or on behalf of itself and all similarly situated 
shareholders to recover damages or for other relief in cases of the resolution 
of conflicts in any manner prejudicial to the Company.


ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K

Exhibit No. Description and Method of Filing

2.0         The Merger Agreement entered into by and between D.H. Marketing &
            Consulting, Inc., a New York Corporation, and the Registrant, dated
            September 29, 1994, filed with the Nevada Secretary of State,
            November 10, 1994 filed with SEC on April 14, 1995, in Registration
            Statement and incorporated herein by reference.

3.0         Certificate of Incorporation of the Registrant, consisting of
            Articles of Incorporation filed with the Secretary of State of the
            State of Nevada on September 8, 1994 filed with SEC on April 14,
            1995, in Registration Statement and incorporated herein by
            reference.

3.1         By-Laws of the Registrant, dated September 8, 1994 filed with the
            SEC on April 14, 1995, in Registration Statement and incorporated
            herein by reference.

<PAGE> 12
3.2         Articles of Incorporation for FCS Financial Communication Services
            Inc., filed in the the Province of British Columbia, dated October
            12, 1994, filed with SEC on April 14, 1995, in Registration
            Statement and incorporated herein by reference.

3.3         Articles of Incorporation for Universal Network of America, Inc.,
            filed with the Secretary of State of Nevada on November 20,
            1996, filed with the SEC in this Form 10-KSB.

3.4         By-Laws of Universal Network of America, Inc. dated November 20,
            1996, filed with the SEC in this Form 10-KSB.

5.0         Opinion of Max C. Tanner, Esquire, regarding legality, dated April
            7, 1995, filed in Amendment No. 1 to Registration Statement and
            incorporated herein by reference.

10.0        Engagement Letter between D.H. Marketing & Consulting, Inc., a
            Nevada Corporation, and Max C. Tanner, Esquire, dated July 18,
            1994, Filed with SEC on April 14, 1995, in Registration Statement
            and incorporated herein by reference.

10.1        Stock Redemption Agreement between D.H. Marketing & Consulting,
            Inc., a Nevada Corporation, and David D. Hagen, dated October 24,
            1994, filed with SEC on April 14, 1995, in Registration Statement
            and incorporated herein by reference.

10.2        Distribution Agent Agreement between D.H. Marketing & Consulting,
            Inc., a Nevada Corporation, and All Safety and Supply, dated August
            17, 1994, filed with SEC on April 14, 1995, in Registration
            Statement and incorporated herein by reference.

10.3        Sales Agent Agreement between D.H. Marketing & Consulting, Inc., a
            Nevada Corporation, and Jack Yee, dated July 6, 1994, filed with
            SEC on April 14, 1995, in Registration Statement and incorporated
            herein by reference.

10.4        Regional Sales Manager Agreement for the Western Territory between
            D.H. Marketing & Consulting, Inc., a Nevada Corporation, and Billy 
            J. Richardson, dated June 24, 1994, filed with SEC on April 14,
            1995, in Registration Statement and incorporated herein by
            reference.

10.5        Regional Sales Manager Agreement for the Northwest Territory
            between D.H. Marketing & Consulting, Inc., a Nevada Corporation,
            and David J. Miller, dated August 8, 1994, filed with SEC on April
            14, 1995, in Registration Statement and incorporated herein by
            reference.

10.6        Marketing Agent Agreement between D.H. Marketing & Consulting,
            Inc., a Nevada Corporation, and Leon Barnett & Associates, filed
            with SEC on April 14, 1995, in Registration Statement and
            incorporated herein by reference.

10.7        Distribution Agent Agreement between D.H. Marketing & Consulting,
            Inc., a Nevada Corporation, and Demoore Products & Services, filed
            with SEC on April 14, 1995, in Registration Statement and
            incorporated herein by reference.

10.8        Promissory Note for the amount of $87,500.00 between D.H. Marketing
            & Consulting, Inc., a Nevada Corporation, and David D. Hagen, dated
            February 9, 1995, filed with SEC on April 14, 1995, in Registration
            Statement and incorporated herein by reference.

10.9        Distribution Agent Agreement between D.H. Marketing & Consulting,
            Inc., a Nevada Corporation, and Hazmat Medical Associates, LTD., 
            dated July 26, 1994, filed with SEC on April 14, 1995, in
            Registration Statement and incorporated herein by reference.

10.10       Regional Sales Manager Agreement for the Northeast Territory
            between D.H. Marketing & Consulting, Inc., a Nevada Corporation and
            David J. Miller, dated August 8, 1994, filed with SEC on April 14,
            1995, in Registration Statement and incorporated herein by
            reference.

10.11       Employment Contract Agreement between D.H. Marketing & Consulting,
            Inc., a Nevada Corporation, and Steven Olivieri, filed with SEC on
            April 14, 1995, in Registration Statement and incorporated herein
            by reference.

<PAGE> 13
10.12       Independent Contractor Agreement between D.H. Marketing &
            Consulting, Inc., a Nevada Corporation and Stevie Holland, filed
            with SEC on April 14, 1995, in Registration Statement and
            incorporated herein by reference.

10.13       Installation and Support of Accounting System Contract and
            Managerial Support Contract between D.H. Marketing & Consulting,
            Inc., a Nevada Corporation, and Runes Corporation, a Pennsylvania
            Corporation, dated December 8, 1994, filed with SEC on April 14,
            1995, in Registration Statement and incorporated herein by
            reference.

10.14       Amended Regional Sales Manager Agreement for the Western Territory
            between D.H. Marketing & Consulting, Inc., a Nevada Corporation,
            and Billy J. Richardson, dated February 21, 1995, filed with SEC on
            April 14, 1995, in Registration Statement and incorporated herein
            by reference.

10.15       Fund Escrow Agreement between Brighton Bank, and D.H. Marketing &
            Consulting, Inc., a Nevada Corporation, dated May 1995, filed in
            Amendment No. 1 to Registration Statement and incorporated herein
            by reference.

10.16       Selected Dealer Agreement, filed in Amendment No. 1 to Registration
            Statement and incorporated herein by reference.

10.17       Selected Dealer Agreement - Revised, filed in Amendment No. 2 to
            Registration Statement and incorporated herein by reference.

21.0        Subsidiaries of the Registrant:  Financial Communication Services
            Inc. (FCS) a corporation organized in the Province of British
            Columbia, Canada. (See Exhibit 3.2, filed with SEC on April 14,
            1995, in Registration Statement and incorporated herein by
            reference.

21.1        Subsidiaries of the Registrant as of December 31, 1996, filed
            Form 10K-SB for the period ending December 31, 1996 and
            incorporated herein by reference.

23.1        Consent of Accountants, Niessen, Dunlap & Pritchard, P.C., dated
            May 19, 1995, to the publication of their report, dated May 19,
            1995, filed in Amendment No. 1 to Registration Statement and
            incorporated herein by reference.

23.2        Consent of Accountants, Niessen, Dunlap & Pritchard, P.C., dated
            May 19, 1995 to the publication of their report, dated May 19, 
            1995, filed in Amendment No. 1 to Registration Statement and
            incorporated herein by reference.

23.3        Consent of Accountants, Niessen, Dunlap & Pritchard, P.C., dated
            June 30, 1995, to the publication of their report, dated December
            31, 1994, filed in Amendment No. 2 to the Registration Statement
            and incorporated herein by reference.

23.4        Consent of Accountants, Niessen, Dunlap & Pritchard, P.C., dated
            August 3, 1995, to the publication of their report, dated December
            31, 1994, and March 31, 1995 and 1994, filed with Amendment No. 3
            to the Registration Statement and incorporated herein by reference.

23.5        Consent of the Accountants, Niessen, Dunlap & Pritchard, P.C.,
            dated August 8, 1995, to the publications of their report, dated
            December 31, 1994, and March 31, 1995 & 1994, filed with Amendment
            No. 4 to the Registration Statement and incorporated herein by
            reference.

23.6        Consent of the Accountants, Niessen, Dunlap & Pritchard, P.C.,
            dated March 15, 1996 to the publications of their report, dated
            February 26, 1996 and December 31, 1995 & 1994, filed with Form
            10-KSB for December 31, 1995 and incorporated herein by reference.

23.7        Consent, dated April 26, 1996, of the Accountants, Niessen, Dunlap
            & Pritchard, P.C., to the publication of their report, dated April
            4, 1996, filed with SEC on May 1, 1996 in Form 10-QSB and
            incorporated herein by reference.

23.8        Consent, dated July 30, 1996, of the Accountants, Niessen, Dunlap &
            Pritchard, P.C., to the publication of their report, dated July 8,
            1996, filed with SEC on August 7, 1996 in Form 10-QSB and on
            October 16, 1996 in Form 10-QSB/A and incorporated herein by
            reference.
<PAGE> 14
23.9        Consent, dated October 21, 1996, of the Accountants, Niessen,
            Dunlap & Pritchard, P.C., to the publication of their report, dated
            October 3, 1996, filed with the SEC on November 6, 1996 in Form
            10-QSB and incorporated herein by reference.

23.10       Consent, dated March 12, 1997, of the Accountants, Niessen, Dunlap
            & Pritchard, P.C., to the publication of their report, dated
            January 29, 1997, filed with the SEC in Form 10-KSB for the period
            ending December 31, 1996 and incorporated herein by reference.

23.11       Consent, dated April 30, 1997, of the Accountants, Niessen, Dunlap 
            & Pritchard, P.C., to the publication of their report, dated 
            April 9, 1997, filed with the SEC on May 27, 1997 in Form 10-QSB/A
            and incorporated herein by reference.

23.12       Consent, dated July 28, 1997, of the Accountants, Niessen, Dunlap 
            & Pritchard, P.C., to the publication of their report, dated 
            July 7, 1997, filed with the SEC on August 7, 1997 in Form
            10-QSB and incorporated herein by reference.

23.13       Consent, dated December 1, 1997, of the Accountants, Niessen,
            Dunlap & Pritchard, P.C., to the publication of their report, dated
            November 3, 1997, filed with the SEC in this Form 10-QSB for the
            period ending September 30, 1997 and incorporated herein by
            reference.

23.14       Consent, dated April 14, 1998, of the Accountants, Crouch, Bierwolf
            & Chisholm, to the publication of their report, dated February 13,
            1998, filed with the SEC in this Form 10-KSB for the period ending
            December 31, 1997 and incorporated herein by reference.

23.15       Consent, dated May 28, 1998, of the Accountants, Crouch, Bierwolf &
            Chisholm, to the publication of their report, dated May 19, 1998
            (Filed with the SEC on May 28, 1998 in Form 10-QSB.)

23.16       Consent, dated August 11, 1998, of the Accountants, Crouch,
            Bierwolf & Chisholm, to the publication of their report, dated
            August 4, 1998. (Filed with the SEC on August 14, 1998 in Form
            10-QSB.)

23.17       Consent, dated November 10, 1998, of the Accountants, Crouch,
            Bierwolf & Chisholm, to the publication of their report, dated
            November 9, 1998. (Filed with the SEC in this Form 10-QSB.)

23.18       Consent dated March 25, 1999 of the Accountants, Crouch, Bierwold &
            Chisholm to the publication of their report, dated February 12,
            1999, filed with the SEC in this Form 10-KSB for the period ending
            December 31, 1998 and incorporated herein by reference.

27.1        Financial Data Schedule for the 6-month period ending June 30, 
            1996, filed with the SEC on October 16, 1996 in Form 10-QSB/A and
            incorporated herein by reference.

27.2        Financial Data Schedule for the 9-month period ending September 
            30, 1996, filed with the SEC on November 6, 1996 in Form 10-QSB and
            incorporated herein by reference.

27.3        Financial Data Schedule for the 3-month period ending March 31, 
            1997 filed with the SEC on May 27, 1997 in Form 10-QSB/A and
            incorporated herein by reference.

27.4        Financial Data Schedule for the 6-month period ending June 30,
            1997 filed with the SEC on August 7, 1997 in Form 10-QSB and
            incorporated herein by reference.

27.5        Financial Data Schedule for the 9-month period ending September 30,
            1997, filed with the SEC in the Form 10-QSB for the period
            ending September 30, 1997 and incorporated herein by reference.

27.6        Financial Data Schedule for the year ending December 31, 1997,
            filed with the SEC in the Form 10-KSB for the period ending
            December 31, 1997 and incorporated herein by reference.

27.7        Financial Data Schedule for the 3-month period ending March 31,
            1998, filed with the SEC in the Form 10-QSB for the period
            ending March 31, 1998 and incorporated herein by reference.

27.8        Financial Data Schedule for the 6-month period ending June 30,
            1998, filed with the SEC in the Form 10-QSB for the period
            ending June 30, 1998 and incorporated herein by reference.
<PAGE> 15
27.9        Financial Data Schedule for the 9-month period ending September 30,
            1998, filed with the SEC in the Form 10-QSB for the period
            ending September 30, 1998 and incorporated herein by reference.

27.10       Financial Data Schedule for the year ended December 31,
            1998, filed with the SEC in this Form 10-KSB.

Reports on Form 8-K
-------------------
The Company did not file any reports on Form 8-K during the quarter ended
December 31, 1998.

                            SIGNATURES


  Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
                          
D.H. Marketing & Consulting, Inc.
a Nevada Corporation

By:    /s/ DAVID D. HAGEN                 Date: April 9, 1999
       David D. Hagen
       President, Treasurer and
       Chief Financial Officer


  Pursuant to the requirements of Section 13 or 15(d) 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.

By:    /s/ DAVID D. HAGEN                 Date: April 9, 1999
       David D. Hagen
       Director     


By:    /s/ MICHAEL J. DAILY               Date: April 9, 1999
       Michael J. Daily
       Director

By:    /s/ STEVE KRAKONCHUK               Date: April 9, 1999
       Steve Krakonchuk
       Director

By:    /s/ RONALD W. MEREDITH             Date: April 9, 1999
       Ronald W. Meredith
       Director


<PAGE> 16

                      D H Marketing & Consulting, Inc.
                            And Subsidiaries

                     Consolidated Financial Statements
                         December 31, 1998 & 1997

<PAGE> 17

                                  CONTENTS



Accountant's Report ......................................................3

Consolidated Balance Sheets...............................................4

Consolidated Statements of Operations.....................................6

Consolidated Statements of Stockholders' Equity ..........................7

Consolidated Statements of Cash Flows.....................................9

Notes to the Consolidated Financial Statements...........................11

<PAGE> 18

Crouch, Bierwolf & Chisholm
Certified Public Accountants
50 West Broadway, Suite 1130
Salt Lake City, Utah 84101
Phone (801) 363-1175
Fax (801) 363-0615


                   INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and Stockholders
of DH Marketing & Consulting, Inc.:


We have audited the accompanying consolidated balance sheets of DH Marketing
& Consulting, Inc. and subsidiaries as of December 31, 1998 and 1997 and the
related consolidated statements of operations, stockholders' equity and cash
flows for the years then ended. 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 audits 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of DH Marketing & 
Consulting, Inc. and subsidiaries as of December 31, 1998 and 1997 and the
results of its operations and cash flows for the years then ended in 
conformity with generally accepted accounting principles.


/s/ CROUCH, BIERWOLF & CHISHOLM

Salt Lake City, Utah
February 12, 1999

<PAGE> 19

                      D H Marketing & Consulting, Inc.
                        Consolidated Balance Sheets 

                                 ASSETS
                                 ------
 
                                                 December 31    December 31
                                                     1998           1997
                                                  ___________     __________
CURRENT ASSETS

  Cash and Cash Equivalents                   $     303,838     $  706,609
  Accounts receivable, Net of Allowance
    1998 $0; 1997 $29,859                             1,301        245,877
  Other Receivables                                   4,634        140,620      
  Tax Refunds                                          -           307,144
  Inventory                                       5,261,290      5,559,132
  Prepaid Expenses                                     -            17,584
                                                ------------     -----------
      Total Current Assets                        5,576,063      6,976,966
                                                ____________     ___________
                                              

INVESTMENTS
    Investments - Other                               46,948        48,903
                                                   ---------     -----------
      Total Investments                               46,948        48,903
                                                   ---------     -----------

PROPERTY & EQUIPMENT          
  Office Furniture and Equipment                       20,184       78,069
  Automobiles                                             -         19,601
  Equipment                                           182,561      801,882
  Leasehold Improvements                               17,668       37,664
  Building                                            200,000          -
  Land                                                197,996          -
  Accumulated Depreciation                           (129,631)    (515,354)
                                                     _________    __________ 
         Net Property and Equipment                   488,778      421,862
                                                     _________    __________

OTHER ASSETS
    Organization Costs                                 71,429       71,429
    Client Lists                                       10,000       10,000
                                                    __________    _________
                                                       81,429       81,429
    Less Accumulated Amortization                     (79,096)     (63,271)
                                                    __________    _________
                                                        2,333       18,158
    Deferred Tax Assets                                   -          4,053    
    Deposits and Other Assets                           6,450       49,363    
    Goodwill                                             -         153,177
      
      Net Other Assets                                  8,738      224,751
                                                    ___________   _________
                                                
          TOTAL ASSETS                          $   6,120,572   $7,672,482  
                                                =============   ==========
                       

    The accompanying notes are an integral part of these financial statements
                                     -4-
<PAGE> 20
                      D H Marketing & Consulting, Inc.
                   Consolidated Balance Sheets continued


                    LIABILITIES AND STOCKHOLDERS' EQUITY
                    ------------------------------------

                                                 December 31    December 31    
CURRENT LIABILITIES                                  1998           1997
                                                  ___________     __________
   Accounts Payable                                   90,682      $  101,753
   Sales Tax Payable                                 114,268         319,283
   Accrued Wages                                      11,549         132,240
   Accrued and Withheld Payroll Taxes                  2,777          22,323
   Accrued Expenses                                      -            46,443
   Deferred tax liability                              5,974             -
   Current Obligations Under Capital Lease             3,326          28,309
   Current portion of Notes Payable                   14,689         190,476
                                                  __________      __________
     Total Current Liabilities                       243,265         840,827
                                                  __________      __________

LONG-TERM DEBT 
   Mortgage payable                                  201,807              -
   Obligation Under Capital Lease                      5,476          42,149
                                                 -----------      ----------   
   
                                                  
    Total Long-Term Debt                             207,283          42,149
                                                 ___________      __________

     Total Liabilities                               450,548         882,976
                                                  __________      __________

STOCKHOLDERS' EQUITY
   
   Common Stock, $.0003 Par Value, Authorized
    75,000,000 Shares; 1996 - Issued & Outstanding
    8,419,964 and 6,005,464 shares, respectively       2,526           1,802
   Additional Paid-In Capital                      9,995,794       6,773,025
   Treasury Stock                                   (814,766)       (530,000)
   Minority Interest                                      -           13,282
   Stock Subscription receivable                    (700,000)             -
   Retained Earnings                              (2,813,530)        531,397
                                                 ___________     ___________
     Total Stockholders' Equity                $   5,670,024    $  6,789,506
                                                 ===========     ===========

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $ 6,120,572    $  7,672,482
                                                 ===========      ==========


  The accompanying notes are an integral part of these financial statements     
                                 -5-
<PAGE> 21
                       D H Marketing & Consulting, Inc.
                    Consolidated Statements of Operations
                          For the Years ended 

                                                   December 31  December 31
                                                     1998          1997 
                                                   ___________   __________

SALES                                             $  1,734,300   $ 4,959,312

COST OF GOODS SOLD                                     858,777     2,627,738
                                                   -----------   -----------

GROSS PROFIT                                           875,523     2,331,574
                                                   -----------   -----------
 
OPERATING EXPENSES                                
  General And Administrative Expenses                4,327,192     2,350,736
  Amortization                                          16,086        43,510
  Depreciation                                          43,405        59,573
                                                     ----------   ----------

TOTAL OPERATING EXPENSES                             4,386,683     2,453,819

OPERATING INCOME (LOSS)                             (3,511,160)     (122,245)
                                                    -----------    ----------
OTHER INCOME AND (EXPENSES)                  
  Consulting Fee                                            -        448,200
  Other Income                                          48,440        13,030
  Equity Earnings in UNI                                    -        (11,610)
  Gain on Sale of Investments                          108,625        75,000
  Interest Income                                        7,978        11,793
  Interest Expense                                      (3,598)      (29,588)
                                                    -----------    ----------
    Total Other Income and (Expenses)                  161,445       506,825

INCOME/(LOSS) BEFORE INCOME TAXES
AND MINORITY INTEREST                               (3,349,715)      384,580
                                                    -----------    ----------
PROVISION FOR INCOME TAXES                              (4,788)      165,117
                                                    -----------    ----------
                                                   
INCOME/(LOSS) BEFORE MINORITY INTEREST              (3,344,927)      219,463

  Minority Interest in Net Loss of Subsidiary               -         (3,312)
                                                     -----------   ----------
NET INCOME/(LOSS)                                 $ (3,344,927)    $ 216,151
                                                   =============   ==========

NET INCOME/(LOSS) PER SHARE                       $       (.50)    $     .05
                                                   =============   ==========

WEIGHTED AVERAGE NUMBER OF COMMON SHARES             6,672,687     3,957,111
                                                     ===========   ==========


 
    The accompanying notes are an integral part of these financial statements
                                     -6-
<PAGE> 22

                      D H Marketing & Consulting, Inc.
                   Statements of Stockholders' Equity
            From December 31, 1996 through December 31, 1998 


<TABLE>
<CAPTION>                                       Additional    Retained                                          Stock
                               Common Stock     Paid-In       Earnings     Preferred   Treasury    Minority   Subscription
                             Shares     Amount  Capital      (Deficit)     Series A    Stock       Interest   Receivable
                             _________  ______  ___________  ____________  __________  __________  _________  __________
<S>                          <C>        <C>     <C>          <C>           <C>         <C>         <C>        <C>  
       
Balance,
 December 31, 1996           3,499,341  $1,050  $1,568,163   $   315,246   $      -    $      -    $      -   $       -

Issuance of Common Stock   
 for shares of QCI               6,000        2    (38,834)           -           -           -        9,970           -

Issuance of Common Stock
 for Inventory                 450,000      135  3,191,865            -           -           -           -            -

Return of Inventory
 acquired withs stock               -        -          -             -           -     (530,000)         -            -

Issuance of Common Stock
 for shares of FRAMA, Inc       50,000       15    449,985            -           -           -           -            -

Issuance of Common Stock
 for services                  100,000       30    521,845            -           -           -           -            -

Issuance of Common Stock
 for Acquisition of UNI      1,900,123      570  1,080,001            -           -           -           -            -

Net Income for the year
 ended December 31, 1997            -        -          -        216,151          -           -        3,312           -
                             _________   ______  __________  ____________  __________  __________  _________   __________

Balance, 
 December 31, 1997           6,005,464    1,802  6,773,025       531,397          -     (530,000)    13,282            -

January 98-Purchase of 
 treasury stock in sale
 of QCI subsidiary                  -        -          -             -           -     (506,250)    (13,282)          -

February 98-Loss on
 sale of treasury stock
 for inventory                      -        -    (446,391)           -           -      537,890          -            -

February 98-Receipt of
 Treasury stock for
 payment of receivables             -        -          -             -           -     (316,406)         -            -

Short swing sales
 contributed by officer             -        -     117,160            -           -           -           -            -

July 98-shares issued
 to officers and
 employees valued at 
 $1.50 per share               490,000      147    734,853             -          -            -          -            -

Aug 98-shares issued
 for services at $2.75         300,000       90    824,910             -          -            -          -            -



    The accompanying notes are an integral part of these financial statements
                                     -7-
<PAGE> 23
                      D H Marketing & Consulting, Inc.
                     Statements of Stockholders' Equity
               From December 31, 1996 through December 31, 1998

<CAPTION>                                       Additional    Retained                                          Stock
                               Common Stock     Paid-In       Earnings     Preferred   Treasury    Minority   Subscription
                             Shares     Amount  Capital      (Deficit)     Series A    Stock       Interest   Receivable
                             _________  ______  ___________  ____________  __________  __________  _________  __________
<S>                          <C>        <C>     <C>          <C>           <C>         <C>         <C>        <C>  

September 98-shares
 issued for cash
 at $1 per share               575,000      172    574,828             -          -            -          -            -

October 98-shares
 issued for services
 at $1.20 per share            100,000       30    119,970             -          -            -          -            -

November 98-Preferred
 shares issued for cash
 at $20,000 per share
 net of offering costs              -        -          -              -     517,724           -           -           -

November 98-conversion
 of preferred stock to
 common shares                 949,500      285  1,297,439             -    (517,724)          -           -    (700,000)

Net loss for the year
 ended December 31, 1998            -        -          -      (3,344,927)        -            -           -           -
                             _________   ______  __________  ____________  __________  __________ _________   __________
                      

Balance,
 December 31, 1998           8,419,964   $2,526 $9,995,794    $(2,813,530)  $     -    $ (814,766)  $     -    $(700,000)
                             =========   ====== ===========   ============  =========  ===========  =========  ==========

</TABLE>

    The accompanying notes are an integral part of these financial statements
                                     -8-

<PAGE> 23
                        D H Marketing & Consulting, Inc.
                      Consolidated Statements of Cash Flows

                                                               December 31,
                                                             1998       1997
                                                          _________  _________
Cash Flows from Operating Activities             

 Net Income (Loss)                                     $ (3,344,927) $ 216,151
 Adjustments to Reconcile Net Income (Loss) to
  Net Cash Used in Operating Activities:
   Depreciation                                              43,405     59,573
   Amortization                                              16,086     43,510
   Provisions for Doubtful Accounts                         (29,859)    30,759
   Undistributed Loss of Universal Network, Inc.                 -      11,610
   Minority interest in subsidiary                               -       3,312
   Stock issued for inventory                                91,499  2,525,077
   Stock issued for services                              1,680,000    521,875
   Gain on Sale of Investments                             (108,625)   (75,000)
   Change in Assets and Liabilities (Net of effects
    from purchase/sale of subsidiaries)
    (Increase) Decrease in:
      Accounts Receivable                                     1,297 (1,137,461)
      Other Receivables                                     135,986   (294,566)
      Inventory                                             238,817 (1,611,459)
      Prepaid Expenses                                      310,977     (8,162)
      Deposits                                                 (520)        -
    Increase (Decrease) in:
      Accounts Payable                                       35,007    (56,193)
      Accrued Expenses                                     (299,829)    61,058
      Accrued Income Taxes                                       -    (157,398)
      Deferred Income Taxes                                  (4,838)        -
                                                           _________  ________
  Net Cash Provided (Used) by Operating Activities       (1,235,524)   132,686
                                                           _________  _________

Cash Flows from Investing Activities
 Purchase of treasury stock                                (316,406)        -
 Cash from short-term CD                                         -     503,902
 Purchase of Short-Term Investments
   Certificates of Deposit                                       -    (250,000)
 Purchase of Investments                                         -    (369,503)
 Purchase of Property and Equipment                        (143,231)   (47,738)
 Cash from sale of investments                              185,000    200,000
 Cash acquired in/(spun off) to subsidiaries               (174,641)   405,658

                                                           _________  _________
  Net Cash Provided (Used) by Investing Activities         (449,278)   442,319
                                                           _________  _________

Cash Flows from Financing Activities

 Proceeds from debt financing                                    -     350,000
 Net Proceeds from Issuance of Common Stock               1,289,884         -
 Principal payments on debt financing                            -    (364,841)
 Principal Payments on Capital Lease Obligations             (2,853)    (1,127)
                                                           _________  _________
  Net Cash Provided (Used) by Financing Activities        1,287,031    (15,968)
                                                           _________  _________

Net Increase (Decrease) in Cash and Cash Equivalents
  (Forwarded)                                              (397,771)   559,037
                                                           _________  _________

    The accompanying notes are an integral part of these financial statements
                                     -9-

<PAGE> 24
                        D H Marketing & Consulting, Inc.
                      Consolidated Statements of Cash Flows
                                  (Continued)

                                                            December 31,
                                                          1996        1995
                                                        _________   _________

Net Increase (Decrease) in Cash and Cash Equivalents
  (Forwarded)                                            (397,771)    559,037

Cash and Cash Equivalents 
  Beginning                                               706,609     147,572
                                                        _________   _________

  Ending                                                $ 308,838   $ 706,609
                                                        =========   =========

Supplemental Disclosures of Cash Flow Information:
  Cash payments for interest                            $  (3,598)  $     366
  Cash payments for income taxes                              (50)    435,961
                                                        =========   ==========

Purchase of Investment through Issuance of Company
  Stock                                                 $      -    $ 450,000
                                                        =========   ==========

Purchase of Inventory through Issuance of Company
  Stock                                                 $      -   $3,192,000
                                                        =========   ==========

Acquisition of investments from satisfaction of
  Accounts Receivable                                   $      -   $4,650,000
                                                        =========   ==========

Acquisition of Treasury Stock through return of
  inventory                                             $      -   $  530,000
                                                        =========   ==========

Acquisitions of Treasury Stock from satisfaction
  of Accounts Receivable                                $ 316,406  $       -
                                                        =========   ==========

Purchase of Building and Land through Debt
  financing                                             $ 216,496  $       -
                                                        =========   ==========



    The accompanying notes are an integral part of these financial statements
                                     -10-
<PAGE> 25
                      D H Marketing & Consulting, Inc.
                     Notes to the Financial Statements
                        December 31, 1998 and 1997
  
  
  NOTE 1 - Summary of Significant Accounting Policies
  
    a.     Nature of Business
  
           D H Marketing & Consulting Inc., a New York corporation, was 
           organized on January 4, 1994, and was actively engaged in
           business operations through September 29, 1994, when the
           Company merged with D. H. Marketing & Consulting, Inc., a 
           Nevada corporation, incorporated under the laws of the State
           of Nevada on September 8, 1994, for the purpose of acquiring 
           D. H. Marketing, New York.  The Company's operations consist
           of distribution of chemical burn cleansing solutions;
           the purchase and sale of valuable and rare stamps,
           coins, fine art, and other tangible collectibles;
           network marketing; and general consultation to and
           possible acquisition of small growth oriented
           companies.  The Company markets its products throughout
           the United States, Canada and Europe.
  
           Qualtronics Corporation, Inc.(QCI), a 97%-owned
           subsidiary during 1997,  is a contract manufacturer, specializing
           in prototype and low volume electronic and electro-mechanical 
           assemblies, utilizing surface mount and hybrid microcircuit 
           technologies.  Qualtronics' customers are predominately in 
           northeastern U. S. Effective February 5, 1998, the Company sold
           all its interests in QCI to a shareholder of QCI. A game of $108,625
           was recognized on the sell of QCI and 60,000 shares of DH Marketing
           were returned to the treasury. A value of $506,250 was attributed to
           the treasury stock purchased, considering the market value of  
           the Companies [sic] stock at the time.

           On December 30, 1997 the Company completed a share
           exchange with Universal Network, Inc. (UNI), wherein
           the Company issued 1,900,123 shares of common stock for
           the remaining 76% interest in UNI, thus making UNI a
           wholly owned subsidiary of the Company.  UNI is engaged 
           in the sale and distribution of fine art, jewelry, bank
           notes and other collectables. In 1998 the Company added new
           consumable products such as skin care, juice and an all natural 
           dietary supplement.  UNI distributes its products to distributors
           of the Company using direct selling as well as traditional 
           marketing methods (i.e. TV and radio media).
  
           Also during 1998, the Company distributed its interests in ASI,
           an inactive subsidiary, to the shareholder of the Company. 
           There was no value in the Company at the time of distribution.
          
    b.     Principles of Consolidation
  
           The consolidated financial statements include the
           accounts of DH Marketing and Consulting, its wholly-owned 
           subsidiaries Acquisition and Sales, Inc. (ASI) (1997 only)
           and Financial Communication Services, Inc. (FCS),
           Qualtronics Corporation, Inc.(QCI) (1997 only), Universal
           Network, Inc (UNI) a wholly owned subsidiary at
           December 30, 1997.  All significant intercompany
           accounts and transactions have been eliminated in the
           consolidation.
  
           Before the acquisition of UNI at December 30, 1997 the
           Company accounted for its investment in Universal
           Network of America, Inc. by the equity method of
           accounting under which the Company's share of the net
           loss of the affiliate (24%) is recognized as an expense
           in the Company's statement of income.
  
                               -11-
  
<PAGE> 26
                     D H Marketing & Consulting, Inc.
                    Notes to the Financial Statements
                      December 31, 1998 and 1997
  
  
  NOTE 1 - Summary of Significant Accounting Policies (Continued)
  
    c.     Cash and Cash Equivalents
  
           The Company considers all highly liquid investments
           with maturities of three months or less to be cash
           equivalents.  Uninsured cash balances total $1,174 and 
           $255,072 at December 31, 1998 and 1997, respectively.
    
    d.     Property and Equipment  
  
           Property and equipment are stated at cost.  Major
           replacements and betterments are capitalized while
           maintenance and repairs are expensed as incurred.
  
           Depreciation is provided generally on a straight-line
           basis over the estimated service lives of the
           respective classes of property.
  
    e.     Organization Costs
  
           Organization expenses are recorded at cost and are
           being amortized on a straight-line basis over five
           years.  The expenses represent pre-incorporation cost
           to establish the entity and develop various sales
           venues.  At December 31, 1998 and 1997, the
           net unamortized balance was $500 and $14,786, respectively.
  
    f.     Client Lists
  
           The Company acquired a client list for $10,000.  These
           costs are being amortized on a striaght-line basis over
           five years.
  
    g.     The Company recorded goodwill in the acquisition of
           QCI, due to the excess cost over the net book value of
           QCI. In 1997, Goodwill was being amortized over 10 years on the
           straight-line method, however it was eliminated after the 
           sale of QCI in 1998.
  
    h.     Fair Value of Financial Instruments
  
           Unless otherwise indicated, the fair values of all
           reported assets and liabilities which represent
           financial instruments (none of which are held for
           trading purposes) approximate the carrying values of
           such amounts.
  
   i.      Provision for Income taxes
  
           Deferred income taxes arise from timing differences
           resulting from income and expense items reported for
           financial accounting and tax purposes in different
           periods.  Deferred taxes are classified as current or
           noncurrent, depending on the classification of the
           assets and liabilities to which they relate.  Deferred
           taxes arising from timing differences that are not
           related to an asset or liability are classified as
           current or noncurrent, depending on the periods in
           which the timing differences are expected to reverse.
  
           The principal sources of timing differences are
           different depreciation methods used for financial
           accounting and tax purposes.
  
                               -12-
<PAGE> 27
                     D H Marketing & Consulting, Inc.
                    Notes to the Financial Statements
                      December 31, 1998 and 1997
  
  NOTE 1 - Summary of Significant Accounting Policies (continued)
  
i.   Provision for Income taxes (continued) 

           The deferred tax liability and the provision for income
           taxes is calculated as follows at December 31, 1998 and 1997:
         
                                             December 31        December 31
                                                1998                 1997 
                                             ___________         ____________

  Current provision for income taxes:
  
  Federal                                    $       -           $   113,056
  State                                              50               52,061
  Deferred                                       (4,838)                  - 
                                             ___________         ____________

  Total provision for income taxes           $   (4,788)         $   165,117
                                             ===========         ============

  Deferred tax liability arising from:
  
  Acquisition of subsidiaries:
     QCI-depreciation differences                    -                32,458 
     UNI-depreciation differences                 4,788               10,812
                                             ___________         ____________

  Deferred tax liability                          4,788               43,270
                                             ___________         ____________
  
  Deferred tax assets-current:
  
  Net operating loss carryforward (QCI)              -               (47,323)
                                             ___________         ____________
  
  Net deferred tax (asset)/liability         $    4,788          $    (4,053)
                                             ===========         ============

           The Company has incurred net operating losses of approximately
           $3.3 million, however because of the significant losses and its
           change of focus on a new product line, there is a 50% or greater
           chance the Company may not have taxable income during 1999. The
           allowance account therefore equals the deferred tax asset account
           for December 31, 1998. 
 
 j.        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 amounts reported in the financial statements and
           accompanying notes. In these financial statements, assets,
           liabilities and earnings involve extensive reliance on
           managements estimates.  Actual results could differ from
           those estimates.
  

                                    -13-  
<PAGE> 28
                       D H Marketing & Consulting, Inc.
                      Notes to the Financial Statements
                         December 31, 1998 and 1997
  
  
  NOTE 1 - Summary of Significant Accounting Policies (continued)
     
    k.     Earnings (Loss) Per Share
  
           The computation of earnings per share of common stock is
           based on the weighted average number of shares outstanding
           at the date of the financial statements.
  
  NOTE 2 - Inventory
  
   Inventories consisted of the following at December 31, 1998 and 1997:
                                                    
                                                      1998           1997   
                                                   ____________   ___________

                                           
        Artwork and Collectible                    $  5,253,043   $ 5,500,107  
        Work in Process and Raw Materials - 
           Qualtronics Corporation, Inc.                     -         59,025
        Consumable products                               8,247            -
                                                   ____________   ___________
   
                                                   $ 5,261,290   $  5,559,132  
                                                   ============   ===========

  
     Artwork and collectibles are valued on a specific identified
     cost basis, while other inventory is valued on a first-in,
     first-out basis at the lower of cost or market.
  
     Inventory with a value of $2,662,000 was acquired by the
     issuance of Company common stock during the period January
     1, 1997, to December 31, 1997 and $91,499 during 1998. 
     Due to the acquisition of UNI by the Company, UNI's inventory
     held at December 30, 1997 which was purchased from the Company
     was valued at the Company's cost (predecessor cost).
  
  NOTE 3 - Qualtronics Corporation, Inc.
  
     On January 9, 1997, the Company acquired an additional 55%
     of the outstanding common stock of Qualtronics Corporation,
     Inc.  The Company currently owns 97% of the stock of
     Qualtronics Corporation, Inc. at the end of December 31, 1997.  
     The 1997 full year results of operation of QCI have been included
     in these consolidated financial statements since there is minimal 
     difference from January 9, 1997. On February 5, 1998, the Company 
     signed an agreement to transfer all of its interests in the stock 
     of QCI to Runes, Corporation, a shareholder. In consideration of
     the transfer, the Company recieved $185,000 and 60,000
     shares of D H Marketing common stock. No activity of QCI is included
     in these financial statements for the year ended December 31, 1998.
 
NOTE 4 - Lines of Credit
  
      On March 20, 1997, the Company entered into two line of
      credit agreements with a bank, due on demand, which permited
      borrowing up to 250,000 on each line.   At December 31,
      1997, the outstanding balance of both lines are $0, and the
      lines of credit have been closed.
   
                                     -14-
  
<PAGE> 29
                        D H Marketing & Consulting, Inc.
                       Notes to the Financial Statements
                          December 31, 1998 and 1997
  
 
  NOTE 5 - Investment in Universal Network of America, Inc.
  
      The following December 31, 1997 pro forma information combines
      the results of the Company and Universal Network of America, Inc. 
      as if the acquisition had occurred at the beginning of the 1997 period
      presented.
  
                                                   December 31,
                                                     1997          
                                                 _____________ 

    Sales                                        $   8,948,363 
    Cost of Goods Sold                               3,336,793     
                                                 _____________ 
    Gross Profit                                     5,611,570     
   
    Selling Expenses                                 2,984,684     
    General and Administrative Expenses              3,632,510     
    Other Income (Expenses)                            537,095       
                                                 _____________ 
    Income Before Income Taxes and Minority
        Interest in Net Income of Subsidiary          (468,529)      
    Income Tax                                              -        
                                                 _____________ 

    Income Before Minority Interest in Net
        Income of Subsidiary                          (468,529)      

    Minority Interest in Net Income of 
        Subsidiary                                      (2,196)       
                                                 _____________ 

    Net Income                                   $    (470,725)
                                                 ============= 
  
    Net Income Per Share                         $        (.08)
                                                 ============= 

    Weighted Average Number of Common Shares         5,857,111     
                                                 ============= 

      Universal Network of America, Inc., has suffered
      cumulative losses through December 31, 1998, of $(2,765,599).

  NOTE 6 - Related Party Transaction
  
      During the period January 1, 1997 to December 31, 1998 [sic],
      the Company had various transactions with UNI which
      included: receipt of consulting income of $600,000, sales of
      collectibles of $4,986,554, and receipt of other payments of
      income of $231,400.  Because these revenue were generated
      prior to the acquisition of UNI they have not been
      eliminated in the consolidation.  The sales of the Company
      and the inventory of UNI on hand at December 30, 1997 was
      adjusted at the acquisition date. (See Note 2).

  
                                  -15-
  
<PAGE> 30
                       D H Marketing & Consulting, Inc.
                      Notes to the Financial Statements
                         December 31, 1998 and 1997
  
 NOTE 6 - Related Party Transaction (continued)
  
      The Company sold collectibles in the amount of $1,631,550 to
      Frama, Inc., a shareholder during the twelve-month period ended
      December 31, 1997.  The shareholder paid
      for this transaction with the surrender of shares of D. H.
      Marketing & Consulting, Inc., common stock and the surrender
      of other investments.  The Company also sold this
      shareholder a mortgage option which was paid for with shares
      of D. H. Marketing & Consulting common stock, shares of
      common stock in UNI, and $200,000 in cash.
  
      During 1998 and 1997, the Company paid $21,651 and $38,500 to
      Runes Corporation for management fees, respectively.  Runes is
      owned by a shareholder of the Company.
  
      During 1997 and 1998 the Company sold merchandise to additional 
      companies that are shareholders of the Company in the amount of 
      $2,198,500 and $421,875, respectively.  These companies are in the art
      and collectibles industry and invested in  the Company's
      stock prior to the sale of merchandise.  Approximately  88% and 69%
      of the Company's revenue was generated from either UNI or
      other shareholders of the Company during 1997 and 1998, respectively.
      The shareholders and amounts are as follows:
   
                                                   1998          1997
                                                 _________    __________
         David Hagen                                          $   11,000
         Ildico, LTD                                             350,000
         Fode Diope                                            1,631,250
         Phillippe Hababou                                       206,250
         Stimulus Ventures                       $ 421,875  
  
  NOTE 7 - Common Stock Split
  
      On February 24, 1997, the Company recorded a three-for-one stock
      split of the Company's common stock to
      shareholders of record on that date. All per share
      information has been retroactively restated for the stock
      split.  Authorized shares have been increased to 75,000,000
      shares, and the par was changed to $.0003. The previously issued
      December 31, 1997 financial did not reflect the change in par 
      value, but has been reflected in these financial statements, 
      retroactively.
  
  NOTE 8 - Stock Options
  
      On September 6, 1996, the Company made available to key
      employees a plan for granting options on the Company's
      stock.  The options are for a three-year period from
      September 6, 1996.   Such options are fully vested when
      exercised.  The options will exist for restricted securities
      which typically require the shareholder to hold for a period
      of two years before they may be sold, in whole or in part. 
      Options numbering 165,000   have been granted, exercisable
      into an equal number of shares of common restricted stock at
      an exercise price of $6 7/8 per share, the closing price of
      the publicly-traded shares as of September 6, 1996.
  
  
                                   -16-
<PAGE> 31
                       D H Marketing & Consulting, Inc.
                      Notes to the Financial Statements
                        December 31, 1998 and 1997
  
  NOTE 8 - Stock Options (continued)
  
      On January 7, 1997, 1,200,000 options were granted to
      certain key employees of the Company.  The options are for
      a three-year period from January 7, 1997.  These options are
      for restricted securities, are fully vested to the employee,
      and are exercisable into shares of common restricted stock
      at $8.92 per share.
  
      On January 13, 1997, 750,000 options were granted to a
      certain individual for a five year period from January 13,
      1997.  These options are for restricted securities, are
      fully vested to the individual, and are exercisable into
      shares of common restricted at $9 per share.
  
      On June 13, 1997, the Board of Directors authorized a
      transfer of an employees options to purchase 45,000 shares
      of stock at $8.917 per share.  In addition a transfer of
      750,000 option to purchase stock at $9 was authorized.
  
      On October 6, 1997 the board authorized the transfer of the
      afore mention 165,000 options and the 1,200,000 options. 
      These options were all canceled subsequently on January 19,
      1998.
    
      On January 20, 1998, the Board of Directors granted 750,000 
      options to an individual with international financial 
      relationships. The options are exercisable for a period of 
      two years into restricted common stock at a price of $5 15/16,
      the market value of free trading stock at the date of grant.

                                                             December 31,
                                                                 1998 
                                                            ______________
    Outstanding Options (after effect of stock split)
         January 13, 1997                                         750,000
         January 20, 1998                                         750,000   
                                                            _____________
                                                                1,500,000
                                                            =============
  
      No options were exercised during the period January 1, 1997, to
      December 31, 1998, and the 165,000 and the 1,200,000 options were
      canceled in 1998.  The weighted-average price for the above-noted
      options is $8.95 and $7.47 for 1997 and 1998, respectively.
  
      At December 31, 1997 and 1998, the Company's stock option plan was
      accounted for based upon APB Opinion No. 25 and related
      interpretations.  Accordingly, no compensation cost has been
      recognized for options under these plans.  Had compensation
      cost for the plan been determined based on the grant date
      and fair values of options, and estimated options to be
      exercised, reported net income and earnings per share would
      have been reduced.  Management does not believe any of the
      current options will be exercised.
  
      The fair value of the stock options granted during 1998 and
      1997 were determined using the Black-Scholes option pricing
      model and the following assumptions for 1998 and 1997: 
      risk-free interest rates of 6.02% and 6.55%; expected
      options life of 3 years and 4 years; and volatility of 35%
      and 25% with no dividend yield in either year.
  
  
                                    -17-
  
<PAGE> 32
                       D H Marketing & Consulting, Inc.
                      Notes to the Financial Statements
                         December 31, 1998 and 1997
  
  NOTE 9 - Commitments and Contingencies
  
      DHMC is committed to a lease for office space through
      January 31, 2000, with monthly lease payments of $470.
  
      UNI was committed to two spaces for office and warehouse
      facilities through November 30, 1998 when the company acquired
      the building. The warehouse leased expires on May 5, 1999 with
      monthly rent payments of $2,152.
  
      The total future minimum rental commitment at December 31,
      1998, under these leases is $16,400, which is due as
      follows:
  
                 Year Ending
                December 31,                   Amount      
                ____________               _____________
                     1999                  $    16,400
                                           ____________
                                           $    16,400
                                           ============  

      Rent expense for the year ended December 31, 1997 and 1998
      is $97,121 and $76,205, respectively..
  
NOTE 10 - Segment Data
  
      For the year ended December 31, 1998 and 1997, the Company
      had three to four reportable industry segments: (i) network
      marketing, (ii) collectibles, (iii) chemical burn cleansing
      solutions, and (iv) acquisitions and consulting.
 
                                                   Year             Year
                                                  Ended             Ended
                                                December 31,     December 31,
                                                   1998             1997 
                                               ______________   _____________

    Sales (Net of Discounts)
         Multi-Level Network Marketing         $      993,578   $     483,000
         Collectibles                                 612,615       2,035,611
         Burn Cleansing Solution                       19,422          38,547
         Mechanical Assemblies                             -        2,503,684
                                               ______________   _____________
                                                    1,625,675       5,060,842

    Acquisitions and Consulting                            -          448,200
                                               ______________   _____________
              Consolidated                     $    1,625,675   $   5,509,042
                                               ==============   =============

    Operating Income (Loss)
         Multi-level Network Marketing         $     (971,528)  $     410,787
         Collectibles                                (189,925)        719,591
         Burn Cleansing Solution                      (42,908)         19,290
         Acquisitions and Consulting                       -          448,200
         Mechanical Assemblies                             -          110,682
                                               ______________   _____________
             Consolidated                          (1,204,361)      1,708,550
         Other Income                                 165,041         100,612
  
  
                                       -18-  
<PAGE> 33
                       D H Marketing & Consulting, Inc.
                      Notes to the Financial Statements
                         December 31, 1998 and 1997
  
NOTE 10 - Segment Data (continued)

                                                    Year             Year
                                                   Ended             Ended
                                                December 31,     December 31,
                                                   1998             1997 
                                               ______________   _____________

        General Corporate Expenses                (2,306,797)     (1,378,799) 
        Interest Expense                              (3,598)        (45,784)
                                               ______________   _____________
    
           Net Income (Loss) Before Income
             Taxes                             $  (3,349,715)   $    384,579
                                               ==============   =============

    Accounts and Other Receivables                            
         Multi-Level Network Marketing         $       4,634         140,621
         Collectibles                                  1,301           2,598
         Burn Cleansing Solution                          -               - 
         Acquisitions and Consulting                      -               -
         Mechanical Assemblies                            -          273,138
                                               ______________   _____________
            Consolidated                               5,935         416,357
         Corporate                                        -               -
                                               ______________   _____________

             Total Accounts and Other 
                Receivables                    $       5,935    $    416,357
                                               ==============   =============

    Identifiable Assets                                       
         Multi-Level Network Marketing         $   5,440,422    $  3,954,607
         Collectibles                                503,537       2,164,821
         Burn Cleansing Solution                          -               -
         Acquisitions and Consulting                      -           48,903
         Mechanical Assemblies                            -          836,579
                                               ______________   _____________
            Consolidated                           5,943,959       7,004,910
         Corporate Assets                            176,613         667,574
                                               ______________   _____________
 
             Total Assets at Period End        $   6,120,572    $  7,672,484
                                               ==============   =============

                                     -19-
<PAGE> 34
                      D H Marketing & Consulting, Inc.
                     Notes to the Financial Statements
                        December 31, 1998 and 1997

  NOTE 11 - Note Payable
  
    Long Term Liabilities are detailed in the following
    schedules as of December 31, 1998 and 1997.
  
    Note payable is detailed as follows:                   1998       1997
    Note payable to a Bank, principle payments of         _________  ________
    $2,976 plus interest through April 2003, bears
    interest at 10.5%, secured by equipment and 
    inventory.                                            $      -   $190,476 

    Mortgage Payable to a Limited Liability 
    Company monthly installments due of 
    $3,000 through December 2003, interest
    accrues at 8.75%, secured by a building                 216,496       -
                                                          _________  ________
    Total Notes Payable                                     216,496   190,476
    Less current portion                                    (14,689) (190,476)
                                                          _________  _________
    Long Term Portion-Notes Payable                       $ 201,807  $     -
                                                          =========  ========
    Future minimum principal payments on 
    long term debt is as follows:

          Year Ending
          December 31,               Amount
          ______________           _________
               1999                $ 14,689
               2000                  19,096
               2001                  20,835
               2002                  22,733
               2003 and thereafter  139,143
                                   _________
                                   $216,496
                                   ========

  NOTE 12 - Obligations Under Capital Lease
    
    Capital lease obligations are detailed in the following
    schedule as of December 31, 1998 and 1997:
  
                                                 December 31,   December 31,
                                                     1998           1997 
                                                _____________   _____________

    Capital lease obligation to a corporation
    for equipment, lease payments due
    monthly of $2,116 through March 2000, 
    bears interest at 10.5%, secured by 
    equipment.                                  $        -       $    49,549
  
    Capital lease obligation to a corporation
    for copying equipment, lease payments due
    monthly of $177 through September 1999,
    bears interest at 20.58%, secured by 
    equipment.                                           -             2,975
  
                                   -20-
  
<PAGE> 35
                     D H Marketing & Consulting, Inc.
                    Notes to the Financial Statements
                      December 31, 1998 and 1997
  
 NOTE 12 - Obligations Under Capital Lease (continued)

                                                 December 31,   December 31,
                                                     1998           1997 
                                                _____________   _____________
  
    Capital lease obligation to a corporation
    for equipment, lease payments due 
    monthly of $264 through March 2000,
    bears interest at 10.5%, secured by 
    equipment.                                            -            6,333
                                                                  
  
    Capital lease obligation to a corporation
    for office equipment, lease payments due 
    monthly of $158 through February 2001,
    bears interest at 12.7%, secured by office
    equipment.                                          4,133          5,412
  
    Capital lease obligation to a corporation
    for a copier, lease payments due
    monthly of $210 through March 2001, bears
    interest at 17.6%, secured by copier 
    equipment.                                          4,669          6,189
                                                   ____________   ___________ 
  
    Total Lease Obligations                             8,802         70,458
                                                   ____________   ___________
      
    Less current portion                                3,326         28,309
                                                   ____________   ___________
    
    Net Long Term Lease Obligation                 $    5,476     $   42,149
                                                   ============   ===========
  
    Future minimum lease payments are as follows:             
 
         1999                                                4,416
         2000                                                4,416
         2001                                                  946
                                                     _____________
                                                             9,778
         Less portion representing interest                   (976)
                                                    ______________
         Total                                      $        8,802    
                                                    ============= 

  Leased assets are as follows at December 31, 1998 and 1997:

   
                                                   1998               1997 
                                               ____________     _____________

         Leased Equipment                           15,723            129,229
         Accumulated Depreciation                   (9,032)           (48,610)
                                               ____________     _____________
              Total Net Leased Equipment       $     6,691     $       80,619
                                               ============     =============  



                                   -21-
  
<PAGE> 36
                       D H Marketing & Consulting, Inc.
                      Notes to the Financial Statements
                        December 31, 1998 and 1997
  
  NOTE 13 - Retirement Plan (401K)
  
     During 1997, QCI sponsored a 401(k) deferred salary savings plan which
     is a qualified defined contribution plan. All employees of the Company
     are eligible to participate in the plan on January 1 and July 1 
     following their completion of one year of service and attaining age 21.
     Pursuant to this plan, employees can contibut up to 15% of their 
     compensation to the plan. The Company, at the discretion of the Board
     of Directors, can match the employee's contributions. For the years
     1998 and 1997, the Company matched 50% of the employee's contributions
     up to 5% each year. The Company's Board of Directors has the discretion
     to contribue up to a maximum of 20% of employee compensation, which 
     includes employee deferrals and Company contributions.
  
  NOTE 14 - Major Customers and Suppliers
  
      During the year ended December 31, 1997, QCI had
      the following major customers from which the earned revenues
      were in excess of 10% of total sales as follows:
    
                                                    Amount of Net Sales
                                                  Year Ended December 31,
                                              _______________________________
           Customer                                         1997
          __________                                    ______________
                A                                          906,069
                B                                          522,268
                C                                          375,916
  
      A part of the Company's business is dependent upon the
      availability of burn cleansing solution available from a
      sole provider.  At the present time, the Company does not
      have a signed exclusive sales agreement with this supplier. 
      The Company has been the only marketing agent for the
      supplier in the United States. For the years ended December
      31, 1998 and 1997, all purchases of burn cleansing solution
      sold were from this supplier. During 1998 the Company 
      discontinued the burn cleansing division.


                                   -21-