U. S. Securities and Exchange Commission
                                   Washington, D. C. 20549

                                         FORM 10-KSB/A

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

        For the fiscal year ended December 31, 1996

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

        For the transition period from           to
                                       ---------    ---------

                                 Commission File No. 0-21853

                                     SEAFOODS PLUS, LTD.
                        (Name of Small Business Issuer in its Charter)

                UTAH                                 87-0413539
     (State or Other Jurisdiction of               (I.R.S. Employer
      incorporation or organization)                   ID. No.)

                                5525 South 900 East, Suite 110
                                  Salt Lake City, Utah 84117
                           (Address of Principal Executive Offices)

                          Issuer's Telephone Number: (801) 262-8844


Securities Registered under Section 12(b) of the Exchange Act:  None.

Securities Registered under Section 12(g) of the Exchange Act: One Mill ($0.001)
        par value common voting stock.

     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.

(1)   Yes X    No     (2)   Yes      No X
         ---     ---           ---     ---

     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. [ ]
<PAGE>

State Issuer's revenues for its most recent fiscal year:
December 31, 1996 - $ - 0 -

     State  the  aggregate  market  value of the  common  voting  stock  held by
non-affiliates  computed by  reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date within
the past 60 days.

     March 1, 1997 - $261.  There  are  approximately  260,735  shares of common
voting  stock of the  Registrant  held by  non-affiliates.  During the past five
years, there has been no "established  public market" for shares of common stock
of the Registrant,  so the Registrant has arbitrarily valued these shares on the
basis of par value per share.


                   (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                          DURING THE PAST FIVE YEARS)

                                Not Applicable.


                    (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

     State the number of shares  outstanding of each of the Issuer's  classes of
common equity, as of the latest practicable date:

                                March 25, 1997

                                   2,000,012


DOCUMENTS INCORPORATED BY REFERENCE

     A description of "Documents Incorporated by Reference" is contained in Item
13 of this Report.


Transitional Small Business Issuer Format   Yes  X   No
                                                ---     ---


<PAGE>
                                    PART I

Item 1.  Description of Business.

Business Development
--------------------

     Seafoods Plus,  Ltd. (the  "Company")  was organized  under the laws of the
State of Utah on August 11, 1983, under the name "Communitra  Energy,  Inc." The
Company was  incorporated  for the primary  purpose of investing in oil, gas and
mineral leases and/or products.

     The Company was initially  authorized to issue a total of 50,000,000 shares
of  common  stock  having a par  value  of one mill  ($0.001)  per  share,  with
fully-paid stock not to be liable for further call or assessment.  Copies of the
Company's  initial Articles of Incorporation and Bylaws are attached as exhibits
and are incorporated in the post-effective  amendment to Registration  Statement
on Form 10-SB-A1, as filed on March 31, 1997. See the Exhibit Index, Part III.

     At the Company's inception,  the Board of Directors authorized the issuance
of  1,275,000  "unregistered"  and  "restricted"  shares of its common  stock to
directors,  executive  officers  and  persons  who may be  deemed  to have  been
promoters or founders of the Company for the total consideration of $3,000.

     Commencing  in November,  1983,  and  pursuant to an exemption  provided in
Section 3(a)(11) of the Securities Act of 1933, as amended (the "1933 Act"), and
Section 61-1-10 of the Utah Uniform Securities Act, the Company publicly offered
and sold an aggregate  total of  3,000,000  shares of its common stock to public
investors  who were  residents  of the  State  of  Utah,  at a price of one cent
($0.01) per share.  The offering was  subsequently  completed,  with the Company
receiving  aggregate  gross  proceeds  of  $30,000,  before  payment  of  legal,
accounting  and  printing  expenses.  A copy of the Offering  Circular  that the
Company used in  connection  with this offering is attached as an exhibit to the
Registration  Statement  on Form 10-SB as filed on December  10,  1996.  See the
Exhibit Index, Part III.

     On July 16,  1985,  the Company  filed with the  Secretary  of State of the
State of Utah Articles of Amendment to its Articles of Incorporation,  which (i)
changed the name of the Company to  "Seafoods  Plus,  Ltd.";  and (ii)  expanded
Article  III of  the  business  purpose  to  include  the  processing,  canning,
marketing and distribution of fresh seafood. A copy of the Articles of Amendment
effecting these changes is attached as an exhibit to the Registration  Statement
on Form 10-SB, as filed on December 10, 1996. See the Exhibit Index, Part III.

     From 1985 to 1988, the Company engaged in business of seafood distribution.
These  operations  were  unsuccessful  and  the  Company  has  had  no  business
operations since  approximately 1988. Due to the substantial lapse of time since
the occurrence of these events,  management  does not anticipate  that they will
have any  adverse  impact on any  future  operations  in which the  Company  may
engage.

     Pursuant  to the  provisions  of Section  16-10a-1006  of the Utah  Revised
Business  Corporation  Act, on  September  18,  1995,  the  corporation  adopted
Articles of Amendment to its Articles of Incorporation:  (i) to effect a 1 share
for 16.17 reverse split of the Company's  5,658,250  then-outstanding  shares of
common  stock,  effective  as of the close of  business  on  September  5, 1995,
retaining the authorized  capital at 50,000,000  shares and the par value at one
mill  ($0.001)  per  share,  with  appropriate  adjustments  being  made  in the
additional  paid in capital and stated capital  accounts of the Company and with
fractional  shares to be  rounded  to the  nearest  whole  share.  A copy of the
Articles  of  Amendment  effecting  these  changes is  attached as an exhibit to
Registration Statement on Form 10-SB. See Exhibit Index, Part III.
<PAGE>

     On September 18, 1995, the Board of Directors,  acting  pursuant to Section
16-10a-821 of the Utah Revised Business  Corporation Act,  unanimously  resolved
(i) to issue 1,650,000  post-split  "unregistered"  and  "restricted"  shares of
common  stock  to  Jenson  Services,  Inc.,  a  consultant  to the  Company,  in
consideration  of the sum of  $10,000,  which funds were to be used to pay costs
associated with legal fees and accounting costs.

     Immediately following the above-referenced reverse split, 350,012 shares of
the Company's common stock were issued and  outstanding.  Following the issuance
of 1,650,000  "unregistered" and "restricted"  shares to Jenson Services,  Inc.,
2,000,012 shares of common stock are currently issued and outstanding.

     On May 15, 1996, acting without a meeting pursuant to Section 16-10a-821 of
the Utah Revised Business Corporation Act, the Board of Directors of the Company
unanimously  resolved  to adopt new Bylaws.  The Board  members  approving  this
resolution were Kathleen  Morrison,  Jason Osborne and Terry Hardman.  A copy of
the adopted Bylaws of the Company are attached as an exhibit to the Registration
Statement on Form 10-SB,  as filed on December 10, 1997.  See the Exhibit Index,
Part III.

     On October 11,  1996,  acting  pursuant to Section  16-10a-821  of the Utah
Revised  Business  Corporation  Act,  the  Board  of  Directors  of the  Company
unanimously  resolved to amend the  Company's  Bylaws to exempt the Company from
the provisions of the Utah Control Shares  Acquisitions  Act (Section  61-6-2 et
seq., Utah Code Annotated) (the "Acquisitions Act"). The Board members approving
this resolution were Kathleen Morrison,  Jason Osborne and Terry Hardman. A copy
of the  amendment to the Bylaws of the Company are attached as an exhibit to the
Registration  Statement on Form 10-SB,  as filed on December  10, 1996.  See the
Exhibit Index, Part III.

     On  December  10,  1996  the  Company  filed  a Form  10SB12G  pursuant  to
Regulation  S-B for purpose of becoming a full  reporting  issuer under  Section
12(g) of  Securities  Act of 1933 and the  Securities  Exchange Act of 1934.  On
March 31, 1997,  the Company filed a  post-effective  amendment to  Registration
Statement on Form 10-SB-A1 in response to comments  received from the Securities
and Exchange Commission.


Business.
---------

     The Company has had no business operations since approximately 1988. To the
extent that the Company  intends to continue to seek the  acquisition of assets,
property or business  that may  benefit  the Company and its  stockholders,  the
Company is essentially a "blank check" company.

     The Company is not currently engaging in any substantive  business activity
and has no plans to engage in any such activity in the  foreseeable  future.  In
its present form,  the Company may be deemed to be a vehicle to acquire or merge
with a business or company.
<PAGE>

Involvement in Other "Blank Check" Companies.
---------------------------------------------

     Other than the Company,  neither  Jason  Osborne nor Terry Hardman has been
involved as a director,  executive  officer or five percent  stockholder  of any
"blank check" company in the last ten years.

     From November,  1993, until its reorganization in April, 1995,  Kathleen L.
Morrison, who is a director and the President of the Company, was a director and
the   Secretary/Treasurer   of  Westcott  Financial   Corporation,   a  Delaware
corporation,  now known as  "Entertainment  Technologies & Programs,  Inc." (OTC
trading symbol "ETPI").  ETPI is publicly-held  and may be deemed to have been a
"blank  check"  company  until its  reorganization.  Mrs.  Morrison was also the
Secretary/Treasurer of Onasco Companies,  Inc., a Utah corporation,  now know as
"Tengasco,  Inc." (OTC trading symbol  "TNGO"),  from January,  1995,  until its
reorganization  in July, 1995. TNGO is  publicly-held  and may be deemed to have
been a "blank check" company until its  reorganization.  From July,  1995, until
its reorganization in September,  1996, Kathleen L. Morrison, was a director and
the  Secretary/Treasurer  of Mason Oil Company,  Inc., a Utah corporation,  (OTC
trading symbol "MSNO"), which may be deemed to be a "blank check" company.

     No current  director or executive  officer has been involved in any initial
public  offering  involving the  securities  of a "blank  check"  company in the
ten-year period immediately preceding the date of this Registration Statement.


Risk Factors
-------------

     In any  business  venture,  there are  substantial  risks  specific  to the
particular  enterprise  and  which  cannot  be  ascertained  until  a  potential
acquisition, reorganization or merger candidate has been identified; however, at
a minimum, the Company's present and proposed business operations will be highly
speculative  and  subject  to the same  types of  risks  inherent  in any new or
unproven venture, and will include those types of risk factors outlined below.

     Limited Assets;  No Source of Revenue.  The Company has virtually no assets
and has had no revenues  since 1988.  Nor will the Company  receive any revenues
until it completes an acquisition,  reorganization  or merger,  at the earliest.
The Company can provide no assurance that any acquired business will produce any
material  revenues for the Company or its stockholders or that any such business
will operate on a profitable basis.

     Discretionary Use of Proceeds;  "Blank Check" Company.  Because the Company
is not currently  engaged in any  substantive  business  activities,  as well as
management's  broad  discretion  with  respect  to the  acquisition  of  assets,
property or business,  the Company may be deemed to be a "blank check"  company.
Although  management intends to apply  substantially all of the proceeds that it
may  receive  through the  issuance of stock or debt to a suitable  acquisition,
subject to the criteria  identified  above,  such proceeds will not otherwise be
designated for any more specific  purpose.  The Company can provide no assurance
that any  allocation  of such  proceeds  will allow it to achieve  its  business
objectives.


<PAGE>



     Absence of Substantive  Disclosure  Relating to  Prospective  Acquisitions.
Because the Company has not yet identified any assets, property or business that
it may  potentially  acquire,  potential  investors  in the  Company  will  have
virtually no substantive  information  upon which to base a decision  whether or
not to  invest  in  the  Company.  Potential  investors  would  have  access  to
significantly more information if the Company had already identified a potential
acquisition or if the acquisition  target had made an offering of its securities
directly to the public. The Company can provide no assurance that any investment
in the Company will not ultimately prove to be less favorable than such a direct
investment.

     Unspecified Industry and Acquired Business; Unascertainable Risks. To date,
the Company has not identified  any particular  industry or business in which to
concentrate  its  acquisition  efforts.   Accordingly,   prospective   investors
currently  have no basis  to  evaluate  the  comparative  risks  and  merits  of
investing  in the  industry or business in which the Company may invest.  To the
extent that the Company may acquire a business in a highly risky  industry,  the
Company will become subject to those risks. Similarly, if the Company acquires a
financially  unstable  business  or a  business  that is in the early  stages of
development, the Company will become subject to the numerous risks to which such
businesses  are  subject.  Although  management  intends to  consider  the risks
inherent in any industry and business in which it may become involved, there can
be no assurance that it will correctly assess such risks.

     Uncertain  Structure  of  Acquisition.  Management  has had no  preliminary
contact or discussions  regarding,  and there are no present plans, proposals or
arrangements to acquire any specific assets, property or business.  Accordingly,
it is unclear whether such an acquisition  would take the form of an exchange of
capital stock, a merger or an asset  acquisition.  However,  because the Company
has  virtually no resources  as of the date of this Report,  management  expects
that any such acquisition would take the form of an exchange of capital stock.

     State  Restrictions  on  "Blank  Check"  Companies.  A total  of 36  states
prohibit or  substantially  restrict the  registration and sale of "blank check"
companies  within  their  borders.  Additionally,  36 states use  "merit  review
powers"  to exclude  securities  offerings  from  their  borders in an effort to
screen out  offerings of highly  dubious  quality.  See  Paragraph  8221,  NASAA
Reports, CCH Topical Law Reports, 1990. The Company intends to comply fully with
all state  securities laws, and plans to take the steps necessary to ensure that
any future  offering of its  securities is limited to those states in which such
offerings are allowed.  However,  these legal  restrictions  may have a material
adverse  impact on the  Company's  ability to raise  capital  because  potential
purchasers of the Company's  securities  must be residents of states that permit
the purchase of such securities.  These  restrictions may also limit or prohibit
stockholders  from  reselling  shares of the  Company's  common stock within the
borders of regulating states.

     By regulation or policy statement, eight states (Idaho, Maryland, Missouri,
Nevada,   New  Mexico,   Pennsylvania,   Utah  and  Washington)   place  various
restrictions  on the sale or  resale of equity  securities  of "blank  check" or
"blind pool"  companies.  These  restrictions  include,  but are not limited to,
heightened disclosure requirements, exclusion from "manual listing" registration
exemptions for secondary trading  privileges and outright  prohibition of public
offerings of such companies.
<PAGE>

     Further,  all states  (with the  exception of Alabama,  Delaware,  Florida,
Hawaii,  Illinois,  Minnesota,  Nebraska and New York) have adopted some form of
the Small Corporate  Offering  Registration  Exemption  ("SCOR") program,  which
permits an issuer to notify the  Securities  and Exchange  Commission of certain
offerings registered in such states by filing a Form D under Regulation D of the
Securities and Exchange  Commission.  States  participating  in the SCOR program
also allow  applications  for  registration  of securities by  qualification  by
filing  a  Form  U-7  with  the   states'   securities   commissions.   In  most
jurisdictions,  "blank  check" and "blind pool"  companies  are not eligible for
participation in the SCOR program.

     Management  to Devote  Insignificant  Time to  Activities  of the  Company.
Members of the Company's  management  are not required to devote their full time
to the affairs of the Company. Because of their time commitments, as well as the
fact that the Company has no business, the members of management anticipate that
they  will  devote an  insignificant  amount  of time to the  activities  of the
Company,  at least  until such time as the  Company  has  identified  a suitable
acquisition target.

     No Market for Common  Stock;  No Market for Shares.  The  Company's  common
stock is currently listed in the "pink sheets" of the National Quotation Bureau,
Inc. (The "NQB") and on the OTC Bulletin  Board of the National  Association  of
Securities Dealers, Inc. (the "NASD");  there has been extremely limited trading
volume in the Company's securities in the past five years and there is currently
no  established  market for such shares;  there can be no assurance  that such a
market will ever develop or be maintained. Any market price for shares of common
stock of the Company is likely to be very volatile,  and numerous factors beyond
the control of the Company may have a significant effect. In addition, the stock
markets  generally have experienced,  and continue to experience,  extreme price
and volume  fluctuations  which  have  affected  the market  price of many small
capital  companies  and  which  have  often  been  unrelated  to  the  operating
performance  of these  companies.  These broad market  fluctuations,  as well as
general economic and political conditions, may adversely affect the market price
of the Company's  common stock in any market that may develop.  See Item 5, Part
II, of this Report.

     Risks of "Penny  Stock."  The  Company's  common  stock may be deemed to be
"penny  stock"  as  that  term is  defined  in Reg.  Section  240.3a51-1  of the
Securities and Exchange Commission.  Penny stocks are stocks (i) with a price of
less than five  dollars  per share;  (ii) that are not traded on a  "recognized"
national  exchange;  (iii) whose  prices are not quoted on the NASDAQ  automated
quotation system  (NASDAQ-listed  stocks must still meet requirement (i) above);
or (iv) is an issuer  with net  tangible  assets  less than  $2,000,000  (if the
issuer has been in continuous  operation for at least three years) or $5,000,000
(if in continuous operation for less than three years), or with average revenues
of less than $6,000,000 for the last three years.

     There has never been any  "established  public  market"  for the  Company's
common  stock.  At such time as the Company  completes  a merger or  acquisition
transaction,  if at all, it may attempt to qualify for listing on either  NASDAQ
or a national securities exchange.  However, at least initially,  any trading in
its common stock will most likely be conducted in the over-the-counter market in
the "pink sheets" or the "Electronic Bulletin Board" of the National Association
of Securities Dealers, Inc. (the "NASD").
<PAGE>

     There are presently no market makers for the Company's common stock. In the
event  that  it is  unsuccessful,  after  completing  a  merger  or  acquisition
transaction, in obtaining a listing on NASDAQ or a national securities exchange,
it will seek a securities firm to make a market in its  securities.  If there is
only one market maker in the Company's  securities,  there is a risk that market
maker will dominate the market and set prices that are not based on  competitive
forces.

     Section 15(g) of the Securities Exchange Act of 1934, as amended,  and Reg.
Section   240.15g-2  of  the   Securities   and  Exchange   Commission   require
broker-dealers  dealing in penny stocks to provide  potential  investors  with a
document  disclosing  the risks of penny stocks and to obtain a manually  signed
and dated written receipt of the document before  effecting any transaction in a
penny stock for the  investor's  account.  Potential  investors in the Company's
common  stock are urged to obtain  and read  such  disclosure  carefully  before
purchasing any shares that are deemed to be "penny stock."

     Moreover,  Reg. Section 240.15g-9 of the Securities and Exchange Commission
requires  broker-dealers  in penny stocks to approve the account of any investor
for transactions in such stocks before selling any penny stock to that investor.
This  procedure  requires  the  broker-dealer  to (i) obtain  from the  investor
information concerning his or her financial situation, investment experience and
investment  objectives;  (ii) reasonably  determine,  based on that information,
that  transactions  in penny  stocks are  suitable for the investor and that the
investor has sufficient  knowledge and experience as to be reasonably capable of
evaluating  the risks of penny stock  transactions;  (iii)  provide the investor
with a written statement setting forth the basis on which the broker-dealer made
the  determination  in (ii) above;  and (iv)  receive a signed and dated copy of
such statement  from the investor,  confirming  that it accurately  reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these  requirements  may make it more difficult for investors in
the  Company's  common  stock to  resell  their  shares to third  parties  or to
otherwise dispose of them.

Item 2.  Description of Property.

     The  Company  has no property or assets;  its  principal  executive  office
address and  telephone  number are the  business  office  address and  telephone
number of Jenson Services,  Inc., a Utah corporation,  and financial  consulting
firm ("Jenson Services"),  which are provided at no cost. See Item 1, Part I, of
this Report.

Item 3.  Legal Proceedings.

     The Company is not the subject of any pending legal proceedings; and to the
knowledge of management,  no proceedings are presently  contemplated against the
Company by any federal, state or local governmental agency.

     Further,  to the knowledge of management,  no director or executive officer
is party to any action in which any has an interest adverse to the Company.
<PAGE>

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

     No matter was submitted to a vote of the Company's  security holders during
the fourth  quarter of the period  covered by this report or during the previous
five  calendar  years,  with the  exception  of the Article of  Amendment to the
Articles of Incorporation  effecting the reverse split on September 5, 1995. The
Amendment is  incorporated in the Form 10-SB, as filed on December 10, 1996. See
Exhibit Index, Item III.

                                     PART II

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

Market Information
------------------

     There is no "public market" for shares of common stock of the Company.  The
Company's  common stock is currently listed in the "pink sheets" of the National
Quotation Bureau, Inc. (The "NQB") and on the OTC Bulletin Board of the National
Association  of Securities  Dealers,  Inc.  (the "NASD").  There is currently no
established  market for such shares;  and management  does not expect any public
market to develop  unless and until the  Company  completes  an  acquisition  or
merger.  In any  event,  no  assurance  can be  given  that any  market  for the
Company's  common stock will develop or be  maintained.  If a public market ever
develops in the future,  the sale of "unregistered"  and "restricted"  shares of
common stock pursuant to Rule 144 of the  Securities and Exchange  Commission by
past or present  members of management or others may have a substantial  adverse
impact on any such public market.

Holders
-------

     The number of record  holders of the Company's  common stock as of the year
ended December 31, 1996, was approximately  128; this number does not include an
indeterminate  number of stockholders whose shares are held by brokers in street
name. The number of stockholders has been substantially the same during the past
five years, and presently.

Dividends
---------

     There are no present  material  restrictions  that limit the ability of the
Company  to pay  dividends  on common  stock or that are  likely to do so in the
future. The Company has not paid any dividends with respect to its common stock,
and does not intend to pay dividends in the foreseeable future.
<PAGE>

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

Plan of Operation
-----------------

     The Company has not engaged in any material operations in the period ending
December 31, 1996, or since  approximately 1988. The Company intends to continue
to seek  out the  acquisition  of  assets,  property  or  business  that  may be
beneficial to the Company and its stockholders.

     The Company's only foreseeable cash requirements  during the next 12 months
will  relate  to  maintaining  the  Company  in good  standing  in the  State of
Delaware,  and keeping its reports  "current"  with the  Securities and Exchange
Commission.  Management  does not anticipate that the Company will have to raise
additional funds during the next 12 months.

Results of Operations
---------------------

          The Company has had no operations since 1988.


Liquidity
---------

          The Company presently has no assets, cash or otherwise.

Item 7.  Financial Statements.

        Independent Auditor's Report

        Balance Sheets - December 31, 1996 and 1995

        Statements  of  Stockholders'  Equity for the Period  from  Reactivation
         [December 31, 1994] through December 31, 1996

        Statements  of  Operations  for the Years  Ended  December  31, 1995 and
         December 31, 1996, and for the Period from  Reactivation  [December 31,
         1994] through December 31, 1996

        Statements  of Cash  Flows for the Years  Ended  December  31,  1995 and
         December 31, 1996, and for the Period from  Reactivation  [December 31,
         1994] through December 31, 1996

        Notes to Financial Statements


<PAGE>












                                      SEAFOODS PLUS, LTD.
                                 [A Development Stage Company]

                                 Independent Auditors' Report
                                              and
                                     Financial Statements

                                  December 31, 1996 and 1995





































<PAGE>
<TABLE>
<CAPTION>



                                     SEAFOODS PLUS, LTD.
                                 [A Development Stage Company]

                                      Table of Contents

                                                                                                                                Page

<S>                                                                                                                             <C>
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        1


Balance Sheets - December 31, 1996 and 1995. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        2


Statements of Stockholders' Equity for the Period from
 Reactivation [December 31, 1994] through December 31, 1996 . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . .        3

Statements of Operations  for the Years Ended December 31, 1995 and December 31,
 1996, and for the Period from Reactivation [December 31, 1994]
 through December 31, 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . .       4

Statements of Cash Flows for the Years Ended  December 31, 1995 and December 31,
 1996, and for the Period from Reactivation [December 31, 1994]
 through December 31, 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . .       5


Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     6 - 7


</TABLE>

<PAGE>
MANTYLA, McREYNOLDS                                    Donald G. Mantyla, C.P.A.
AND ASSOCIATES, C.P.A.'S                               Kim G. McReynolds, C.P.A.
A Professional Corporation                             James C. Oveson, C.P.A.
                                                       S. Andrew Trumbo, C.P.A.
                                                       Randall H. Gray, C.P.A.
                                                       Jon E. Lelegren, C.P.A.


Board of Directors and Stockholders
Seafoods Plus, LTD.
Salt Lake City, Utah

     We have audited the  accompanying  balance sheets of Seafoods Plus, LTD. [a
development  stage,  Utah  corporation] as of December 31, 1996 and December 31,
1995, and the related statements of stockholders' equity,  operations,  and cash
flows for the years then ended and for the period  from  reactivation  [December
31, 1994]  through  December  31,  1996.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

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

     In our opinion,  the financial statements referred to above present fairly,
in all material  respects,  the financial  position of Seafoods Plus, LTD. as of
December 31, 1996,  and December 31, 1995, and the results of its operations and
its cash flows for the years then  ended and for the  period  from  reactivation
[December 31, 1994] through  December 31, 1996,  in  conformity  with  generally
accepted accounting principles.

     The  accompanying  financial  statements  have been prepared  assuming that
Seafoods Plus, LTD. will continue as a going concern.  As discussed in note D to
the financial  statements,  the Company has  accumulated  losses from  inception
totaling  $43,411 and presently has no prospects  for  commencing  operations or
generating  revenue.  These issues raise  substantial doubt about its ability to
continue as a going concern.  Management's  plans in regard to these matters are
also described in note D. The financial statements do not include any adjustment
that might result from the outcome of this uncertainty.

                                            /S/ MANTYLA, McREYNOLDS & ASSOCIATES
                                             Mantyla, McReynolds & Associates
February 11, 1997
Salt Lake City, Utah


<PAGE>
<TABLE>
<CAPTION>





                                      SEAFOODS PLUS, LTD.
                                 [A Development Stage Company]
                                        Balance Sheets
                                  December 31, 1996 and 1995

                                                                     1996              1995
<S>     <C>    <C>                                               <C>                <C>    
ASSETS

        Current Assets
               Cash - note B                                     $       653            $  1,221
                                                                  ----------             -------
        Total Current Assets                                             653               1,221
                                                                  ----------             -------
        TOTAL ASSETS                                             $       653           $   1,221
                                                                  ==========            ========

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES

        Current Liabilities
               Accounts payable                                  $        401            $    401
               Shareholder Loan                                         4,236                 -0-
               Income taxes payable - notes A & C                         100                 100
                                                                   ----------            --------
        Total Current Liabilities                                       4,737            _    501
                                                                   ----------             -------

TOTAL LIABILITIES                                                       4,737                 501
                                                                   ----------            --------

STOCKHOLDERS' EQUITY

        Capital stock - 50,000,000 shares authorized at $0.001 par;
           2,000,012 post-split shares issued and outstanding         2,000                2,000
        Additional paid-in capital                                   37,327               37,327
        Deficit accumulated during development stage                (43,411)             (38,607)
                                                                   --------             --------

TOTAL STOCKHOLDERS' EQUITY                                           (4,084)                 720
                                                                   --------             --------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $        653           $    1,221
                                                                ===========            =========

</TABLE>



                 See accompanying notes to financial statements


                                        2


<PAGE>
<TABLE>
<CAPTION>





                                      SEAFOODS PLUS, LTD.
                                 [A Development Stage Company]
                              Statements of Stockholders' Equity
        For the Period from Reactivation [December 31, 1994] through December 31, 1996

                                                                                  Deficit
                                                                                Accumulated
                                                                Additional        During              Total
                                 Number of        Common          Paid-in       Development       Stockholders'
                                  Shares           Stock          Capital          Stage             Equity
                              --------------- --------------  -------------- ----------------  -------------------
<S>                           <C>             <C>             <C>            <C>               <C>                
Balance, December 31, 1994    $      350,012  $         350   $      28,977  $      (30,030)   $             (703)

Issued 1,650,000 shares for cash   1,650,000          1,650           8,350                                10,000

Net loss for the year ended
December 31, 1995                                                                    (8,577)               (8,577)
                              --------------- --------------  -------------- ----------------  -------------------
Balance, December 31, 1995         2,000,012           2,000          37,327         (38,607)                  720
                              --------------- --------------  -------------- ----------------  -------------------
Net loss for the year ended
December 31, 1996                                                                     (4,804)              (4,804)
                              --------------- --------------  -------------- ----------------  -------------------
Balance, December 31, 1996         2,000,012           2,000          37,327         (43,411)              (4,084)
                              =============== ==============  ============== ================  ===================

</TABLE>
                 See accompanying notes to financial statements


                                        3



<PAGE>
<TABLE>
<CAPTION>




                                         SEAFOODS PLUS, LTD.
                                    [A Development Stage Company]
                                      Statements of Operations
                         For the Years Ended December 31, 1996 and 1995, and for
           the Period from Reactivation [December 31, 1994] through December 31,
           1996


                                                                       For the Period
                             For the Year Ended  For the Year Ended    from Reactivation to 
                             December 31, 1995   December 31, 1996     December 31, 1996

<S>                          <C>                 <C>                   <C>
Revenues                     $           -0-     $          -0-        $           -0-


Expenses                                8,477              4,704                 13,181
                             ---------------------   --------------       -------------


Loss Before Income Tax                 (8,477)            (4,704)               (13,181)


Income taxes- notes A & C                 100                100                    200
                             ---------------------  ---------------      ---------------


Net Loss                     $         (8,577)   $        (4,804)      $        (13,381)
                              ====================  ===============      ===============


Net Loss Per Share           $           (.01)   $          (.01)      $           (.01)
                              ===================   ===============      ===============

Weighted Average
  Shares Outstanding                    517,212         2,000,012             1,259,656
                              ===================   ===============      ===============



</TABLE>

                           See accompanying notes to financial statements

                                                 4

<PAGE>
<TABLE>
<CAPTION>




                                        SEAFOODS PLUS, LTD.
                                   [A Development Stage Company]
                                     Statements of Cash Flows
                        For the Years Ended  December 31, 1996 and 1995, and for
          the Period from Reactivation  [December 31, 1994] through December 31,
          1996

                                                                               For the Period
                                    For the Year Ended   For the Year Ended    from Reactivation to
                                    December 31, 1995    December 31, 1996     December 31, 1996

<S>                                 <C>                  <C>                   <C> 
Cash Flows From Operating Activities

Net Loss                            $        (8,577)      $        (4,804)     $        (13,381)

Adjustments to reconcile net income to net
  cash provided by operating activities:
        Increase/(decrease) in:
               Accounts payable                 401                   -0-                   401
               Income taxes payable            (603)                  -0-                  (603)
                                       -----------------     ---------------     -----------------

Net Cash Used For Operating Activities       (8,779)               (4,804)              (13,583)
                                       -----------------     ---------------     -----------------

Cash Flows From Financing Activities

Issuance of common stock                     10,000                   -0-                10,000
Shareholder Loans                              -0-                   4,236                4,236

Net Cash Provided By Financing Activities    10,000                  4,236               14,236
                                        -----------------     --------------     ----------------

Net Increase (Decrease)  in Cash              1,221                   (568)                 653

Beginning Cash Balance                         -0-                    1,221                 -0-
                                        -----------------     --------------     ----------------

Ending Cash Balance                 $         1,221            $        653      $          653
                                       ==================     ==============     ================

Supplemental Disclosure of Cash Flow Information:

Cash paid for the period for interest $        -0-             $       -0-       $          -0-
Cash paid for the period for income taxes   $  790             $       100       $          890


</TABLE>
                 See accompanying notes to financial statements
                                       5

<PAGE>
                               SEAFOODS PLUS, LTD.
                          Notes to Financial Statements
                                December 31, 1996

NOTE A         Summary of Significant Accounting Policies

        Company Background

          The  Company  originally  incorporated  under the laws of the State of
     Utah on August 11,  1983 using the name  Communitra  Energy,  Inc.,  with a
     stated  principal  business  activity of  investing in oil, gas and mineral
     leases, and/or products. By agreement of the shareholders of the Company on
     July 16, 1985, the name of the Company officially changed to Seafoods Plus,
     LTD. and expanded the purpose of the Company to include the  processing and
     canning of seafoods.

          Seafoods Plus, LTD., a development stage company,  has yet to commence
     its planned  principal  operations and has been in an  essentially  dormant
     status for the last eight years.


        Income Taxes

          In February  1992,  the Financial  Accounting  Standards  Board (FASB)
     issued  Statement  of  Financial   Accounting   Standard  (SFAS)  No.  109,
     "Accounting  For  Income  Taxes,"  which  is  effective  for  fiscal  years
     beginning  after  December  15,  1992.  SFAS No. 109 requires the asset and
     liability  method of accounting  for income taxes.  The asset and liability
     method requires that the current or deferred tax consequences of all events
     recognized  in the  financial  statements  are  measured  by  applying  the
     provisions  of enacted tax laws to determine the amount of taxes payable or
     refundable  currently or in future years.  The Company adopted SFAS No. 109
     for financial reporting purposes in 1993. See note C below.


NOTE B         Cash

          Cash is  comprised  of cash on  deposit  in the trust  account  of the
     corporate attorney.


NOTE C         Change in Accounting Principle -- Accounting for Income Taxes

          During 1993,  the Company  adopted  Statement of Financial  Accounting
     Standards No. 109,  "Accounting for Income Taxes." The cumulative effect of
     this change in accounting for income taxes as of January 1, 1993 is $0, due
     to operating losses carried forward from prior years and unlikely nature of
     future earnings.  For the years ended December 31, 1994, 1995 and 1996, the
     Company had no  significant  income tax expenses  due to  operating  losses
     during those periods.  Any deferred tax benefit  arising from the operating
     losses carried  forward would be offset  entirely by a valuation  allowance
     since it is not likely that the Company will be sufficiently  profitable in
     the future to take advantage of the losses carried forward. The Company has
     no timing differences.

          The  amount  shown on the  balance  sheet  for  income  taxes  payable
     represents the annual minimum amount due to the State of Utah.

<PAGE>

NOTE D         Liquidity

          The Company has accumulated  losses from inception  totaling  $43,411,
     nominal  assets and no operations  at December 31, 1996.  Financing for the
     Company's  limited  activities  to date  has  been  primarily  provided  by
     borrowing from shareholders and the issuance of common stock. The Company's
     ability  to  achieve a level of  profitable  operations  and/or  additional
     financing  impacts the  Company's  ability to  continue as it is  presently
     organized.  Management  is  currently  seeking  a  well-capitalized  merger
     candidate in order to  re-commence  its  operations.  Should  management be
     unsuccessful  in its merger  activities,  it will have a  material  adverse
     effect on the Company.



NOTE E         Reverse Stock Split

     The Company filed Articles of Amendment to the Articles of Incorporation of
Seafoods Plus, LTD. with the State of Utah, Department of Commerce on October 5,
1995 which included  provisions for a reverse split of the outstanding shares of
common  stock at the ratio of one new share for every  16.17  shares  issued and
outstanding as of September 5, 1995,  [the date of adoption by the  stockholders
at a meeting held on that same date] reducing the outstanding shares to 350,000,
provided that no stockholder's  holdings shall be reduced to less than one share
as a result of the reverse split, with all fractional shares being rounded up to
the nearest  whole  share.  The  rounding  resulted  in 350,012  shares of stock
outstanding   after  the  reverse  split.   All  disclosures  in  the  financial
statements,  with respect to the number of shares outstanding,  are presented in
post-split denominations.

<PAGE>

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

     No changes or  disagreements  have  occurred,  relating to  accountants  or
accounting principles.

     During the Company's two most recent  calendar  years,  and since then, its
principal  independent  accountant has neither  resigned,  declined to stand for
re-election, nor been dismissed.




                                   PART III

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


Identification of Directors and Executive Officers
--------------------------------------------------

     The following table sets forth, in  alphabetical  order,  the names and the
nature of all positions and offices held by all directors and executive officers
of the Company for the years ending December 31, 1994, 1995 and 1996, and to the
date  hereof,  and the period or periods  during  which  each such  director  or
executive officer served in his or her respective positions.

<TABLE>
<CAPTION>
                                                Date of          Date of
                               Positions      Election or      Termination
Name                             Held         Designation     or Resignation
----                           ---------      -----------     --------------
<S>                            <C>            <C>             <C>
Kathleen L. Morrison           President        7/1/95                *
                               And Director

Jason Reed Osborne             Vice President   8/14/95               *
                               And Director

Terry Hardman                  Sec'y/Treasurer  8/14/95               *
                               And Director


</TABLE>

     *These persons presently serve in the capacities  indicated  opposite their
respective names.

Term of Office
--------------

     The term of office of the current directors shall continue until the annual
meeting of  stockholders,  which has been scheduled by the Board of Directors to
be held in May of each  year.  The  annual  meeting  of the  Board of  Directors
immediately  follows the annual meeting of  stockholders,  at which officers for
the coming year are elected.
<PAGE>

Business Experience
-------------------

     Kathleen L.  Morrison,  Director and President.  Mrs.  Morrison is 40 years
old. For the past four years,  she has been the office  manager for two persons,
one of which is  Jenson  Services,  which is a  consultant  to and the  majority
stockholder  of the  Company.  For  seven  years,  she was the  editor of "Super
Group," a vertical market computer magazine targeting HP3000 users. Ms. Morrison
received a B.A. degree from Colorado State University in 1978.

     Jason R. Osborne, Director and Vice President. Mr. Osborne is 25 years old.
For the  past two and a half  years,  he has been a media  assistant  for  Evans
Group.  He has also served as a media buyer and media  planner for Evans  Group.
Mr. Osborne received a B.S. from Utah State University in 1994.

     Terry Hardman,  Director and  Secretary/Treasurer.  Ms. Hardman is 44 years
old.  For the  past  five  years,  she has been the  Director  for IHC  Neonatal
LifeFlight.  Ms.  Hardman  received  a B.S.  from the  College of Nursing at the
University of Utah in 1976.


Family Relationships
--------------------

     There are no family relations between any of the Officers and Directors.
<PAGE>

Involvement in Certain Legal Proceedings
----------------------------------------

     Except as indicated  below and to the knowledge of  management,  during the
past five years,  no present or former  director,  person  nominated to become a
director, executive officer, promoter or control person of the Company:

     (1) Was a general  partner  or  executive  officer  of any  business  by or
against  which any  bankruptcy  petition was filed,  whether at the time of such
filing or two years prior thereto;

     (2) Was  convicted  in a  criminal  proceeding  or named the  subject  of a
pending  criminal  proceeding  (excluding  traffic  violations  and other  minor
offenses);

     (3) Was the  subject of any order,  judgment  or decree,  not  subsequently
reversed,  suspended  or  vacated,  of  any  court  of  competent  jurisdiction,
permanently  or  temporarily  enjoining  him  from or  otherwise  limiting,  the
following activities:

          (i)  Acting  as a futures  commission  merchant,  introducing  broker,
     commodity trading advisor,  commodity pool operator, floor broker, leverage
     transaction merchant,  associated person of any of the foregoing,  or as an
     investment adviser,  underwriter,  broker or dealer in securities, or as an
     affiliated person,  director or employee of any investment  company,  bank,
     savings  and loan  association  or  insurance  company,  or  engaging in or
     continuing any conduct or practice in connection with such activity;

          (ii) Engaging in any type of business practice; or

          (iii) Engaging in any activity in connection with the purchase or sale
     of any security or commodity or in connection with any violation of federal
     or state securities laws or federal commodities laws;

     (4) Was the  subject of any order,  judgment  or decree,  not  subsequently
reversed,  suspended  or  vacated,  of any federal or state  authority  barring,
suspending or otherwise  limiting for more than 60 days the right of such person
to engage in any activity  described  above under this Item, or to be associated
with persons engaged in any such activity;

     (5) Was found by a court of competent  jurisdiction in a civil action or by
the  Securities  and Exchange  Commission  to have violated any federal or state
securities  law,  and the  judgment  in such  civil  action  or  finding  by the
Securities  and  Exchange   Commission  has  not  been  subsequently   reversed,
suspended, or vacated; or

     (6) Was found by a court of competent  jurisdiction in a civil action or by
the  Commodity   Futures  Trading   Commission  to  have  violated  any  federal
commodities  law,  and the  judgment  in such  civil  action or  finding  by the
Commodity  Futures  Trading  Commission  has  not  been  subsequently  reversed,
suspended or vacated.

Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------
<TABLE>
<CAPTION>

     In conjunction  with Section 16(a) of the Exchange Act, the following table
identifies  the  "reporting  persons"  which  have  filed  Form  3's  due  their
relationships with the Company, in compliance with the aforementioned act.

"Reporting Person"                  Relationship to Company                     Date of Filing

<S>                                 <C>                                         <C>
Kathleen L. Morrison                President and Director                      on or about 4/1/97

Jason Reed Osborne                  Vice President and Director                 on or about 4/1/97

Terry Hardman                       Sec'y/Treasurer and Director                on or about 4/1/97

Jenson Services, Inc.               10% owner                                   on or about 4/1/97

Duane S. Jenson                     (Indirect)beneficial owner                  on or about 4/1/97
                                    of Jenson Services securities
</TABLE>
<PAGE>

Item 10. Executive Compensation.

Cash Compensation
-----------------

     The  following  table sets  forth the  aggregate  compensation  paid by the
Company for services rendered during the periods indicated:



<TABLE>
<CAPTION>
                                      SUMMARY COMPENSATION TABLE
<S>          <C>        <C>        <C>        <C>        <C>          <C>        <C>        <C>
                                                                  Long Term Compensation
                             Annual Compensation               Awards                Payouts
(a)          (b)        (c)        (d)        (e)        (f)          (g)        (h)        (i)
Name and     Years or                         Other      Restricted   Option/    LTIP       All
Principal    Periods    $          $          Annual     Stock        SAR's      Payouts    Other
Position     Ended      Salary     Bonus      Compen-    Awards ($)   (#)        ($)        Compensa-
             1996,                            sation($)                                     tion ($)
             1995 &
             1994

Kathleen L.    0         0          0            0          0            0         0          0
Morrison,      0         0          0            0          0            0         0          0
President      0         0          0            0          0            0         0          0
& Director

Jason R.       0         0          0            0          0            0         0          0
Osborne,       0         0          0            0          0            0         0          0
Vice           0         0          0            0          0            0         0          0
President
& Director

Terry          0         0          0            0          0            0         0          0
Hardman,       0         0          0            0          0            0         0          0
Sec'y/         0         0          0            0          0            0         0          0
Treasurer
& Director
</TABLE>



     No cash  compensation,  deferred  compensation or long-term  incentive plan
awards  were  issued or granted  to the  Company's  management  during the years
ending December 31, 1996, 1995 or 1994, or the period ending on the date of this
Report.  Further,  no member of the  Company's  management  has been granted any
option or stock  appreciation  right;  accordingly,  no tables  relating to such
items have been included within this Item. See the Summary Compensation Table of
this Item.

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

     There  are  no  standard  arrangements  pursuant  to  which  the  Company's
directors are compensated for any services  provided as director.  No additional
amounts are payable to the Company's  directors for committee  participation  or
special assignments.

     There are no arrangements  pursuant to which any of the Company's directors
was compensated  during the Company's last completed fiscal year or the previous
two  fiscal  years  for any  service  provided  as  director.  See  the  Summary
Compensation Table of this Item.

Termination of Employment and Change of Control Arrangement
-----------------------------------------------------------

     There are no compensatory  plans or arrangements,  including payments to be
received  from the  Company,  with  respect to any person  named in the  Summary
Compensation  Table set out above  which  would in any way result in payments to
any  such  person  because  of his  or  her  resignation,  retirement  or  other
termination of such person's employment with the Company or its subsidiaries, or
any  change  in  control  of  the   Company,   or  a  change  in  the   person's
responsibilities following a change in control of the Company.


<PAGE>




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

Security Ownership of Certain Beneficial Owners
-----------------------------------------------

     The following table sets forth the  shareholdings  of those persons who own
more than five percent of the Company's common stock as of the date hereof:

<TABLE>
<CAPTION>
                                             Number and Percentage*
                                         of Shares Beneficially Owned
                                         ----------------------------
Name and Address                      Number of Shares       Percent of Class
----------------                    --------------------     ----------------
<S>                                 <C>                      <C>
Jenson Services, Inc.                1,739,277                     87%
5525 S. 900 E., Suite 110
Salt Lake City, Utah 84117

</TABLE>

Security Ownership of Management
--------------------------------

     The following table sets forth the shareholdings of the Company's directors
and executive officers as of the date hereof:

<TABLE>
<CAPTION>
                                             Number and Percentage*
                                         of Shares Beneficially Owned
                                         ----------------------------
Name and Address                      Number of Shares      Percent of Class
----------------                    --------------------    ----------------
<S>                                 <C>                      <C>

Kathleen L. Morrison                 0                        0
5525 S. 900 E., Suite 110
Salt Lake City, Utah 84117

Jason Reed Osborne                   0                        0
269 E. Hill Ave #3
Salt Lake City, Utah 84107

Terry Hardman                        0                        0
2165 E. 7495 S.
Salt Lake City, Utah 84121

</TABLE>



<PAGE>



Changes in Control
------------------

     There are no present  arrangements  or pledges of the Company's  securities
which may result in a change in its control.

Item 12. Certain Relationships and Related Transactions.

Transactions with Management and Others
---------------------------------------

     Except as indicated in Item 1, Part I, "Business  Development,"  there were
no  material  transactions,  or  series  of  similar  transactions,  during  the
Company's last three fiscal years, or any currently  proposed  transactions,  or
series of similar transactions,  to which the Company or any of its subsidiaries
was or is to be a party,  in which the amount involved  exceeded  $60,000 and in
which any director, executive officer or any security holder who is known to the
Company to own of record or beneficially  more than five percent of any class of
the Company's  common stock, or any member of the immediate family of any of the
foregoing persons, had an interest.

Certain Business Relationships
------------------------------

     Except as indicated in Item 1, Part I, "Business  Development,"  there were
no  material  transactions,  or  series  of  similar  transactions,  during  the
Company's last three calendar years, or any currently proposed transactions,  or
series of similar transactions, to which it or any of its subsidiaries was or is
to be a party,  in which the amount involved  exceeded  $60,000 and in which any
director,  executive  officer or any security holder who is known to the Company
to own of record or  beneficially  more  than five  percent  of any class of its
common  stock,  or any member of the  immediate  family of any of the  foregoing
persons, had an interest.

Indebtedness of Management
--------------------------

     Except as indicated in Item 1, Part I, "Business  Development,"  there were
no  material  transactions,  or  series  of  similar  transactions,  during  the
Company's last three calendar years, or any currently proposed transactions,  or
series of similar transactions, to which it or any of its subsidiaries was or is
to be a party,  in which the amount involved  exceeded  $60,000 and in which any
director,  executive  officer or any security holder who is known to the Company
to own of record or  beneficially  more  than five  percent  of any class of its
common  stock,  or any member of the  immediate  family of any of the  foregoing
persons, had an interest.

Transactions with Promoters
---------------------------

     Except as indicated in Item 1, Part I, "Business  Development,"  there were
no  material  transactions,  or  series  of  similar  transactions,  during  the
Company's last three calendar years, or any currently proposed transactions,  or
series of similar transactions, to which it or any of its subsidiaries was or is
to be a party,  in which the amount involved  exceeded  $60,000 and in which any
promoter  or  founder  or any  member  of  the  immediate  family  of any of the
foregoing persons, had an interest.
<PAGE>

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

Reports on Form 8-K
-------------------

          None.

<TABLE>
<CAPTION>

Exhibits*
--------
<S>        <C>
3.1        Articles of Incorporation**

3.2(i)     Articles of Amendment to Articles of
            Incorporation, filed on July 16, 1985**

3.2(ii)    Articles of Amendment to Articles of
              Incorporation, filed on October 5, 1995**

3.3        Bylaws, dated May 15, 1996**

3.3(i)     Amendment to Bylaws, dated October 11, 1996**

99         Offering Circular**



</TABLE>


     *A summary of any Exhibit is modified in its  entirety by  reference to the
actual Exhibit.

     **These  documents and related exhibits have previously been filed with the
Securities and Exchange Commission and are incorporated herein by this reference
to the  Registration  Statement  on Form 10-SB and  post-effective  amendment to
Registration Statement on Form 10-SB-A1.

<PAGE>

                                SIGNATURES

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

                                             SEAFOODS PLUS, LTD.

Date: 6/24/97                                By /S/ KATHLEEN L. MORRISON


Date: 6/23/97                                By /S/ JASON R. OSBORNE


Date: 6/24/97                                By /S/ TERRY HARDMAN


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this  Report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities and on the dates indicated:


                                             SEAFOODS PLUS, LTD.

Date: 6/24/97                                By /S/ KATHLEEN L. MORRISON


Date: 6/23/97                                By /S/ JASON R. OSBORNE


Date: 6/24/97                                By /S/ TERRY HARDMAN





     SUPPLEMENTAL  INFORMATION  TO BE FURNISHED  WITH REPORTS FILED  PURSUANT TO
SECTION 15(d) OF THE EXCHANGE ACT BY NON-REPORTING ISSUERS - Enclosed.


     SUPPLEMENTAL  INFORMATION  TO BE FURNISHED  WITH REPORTS FILED  PURSUANT TO
SECTION 15(d) OF THE ACT BY  REGISTRANTS  WHICH HAVE NOT  REGISTERED  SECURITIES
PURSUANT TO SECTION 12 OF THE ACT

     No annual report or proxy material has been forwarded to securities holders
of the  Registrant  during the period covered by this report or for the previous
three calendar years ended December 31;  however,  if any annual report or proxy
material is furnished to security  holders in connection with the annual meeting
of  stockholders  to be held in 1996, a copy of any such annual  report or proxy
materials  shall be forwarded to the Commission when it is forwarded to security
holders.