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

                                         FORM 10-KSB

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

        For the fiscal year ended December 31, 1997

[ ]     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, 1997 - $ - 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, 1998

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

     For  a  discussin  of  the  activities  of  Seafoods  Plus,  LTD.,  a  Utah
corporation (the "Company"), prior to the period covered by this Report, see the
Company's Registratin Statement on Form 10-SB-A1,  filed with the Securities and
Exchange Commission on March 31, 1997, and its Annual Report on Form 10-KSB, for
the calendar year ended December 31, 1996.

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>


     Principal Products or Services and Markets
     ------------------------------------------

     The Company currently offers no principal  products or services and has not
been engaged in any material  operations in the period ending  December 31, 1997
or since on or before November 1988.

     Distribution methods of the products or services;
     -------------------------------------------------

     None; not applicable.

     Status of any publicly announced new product or service
     -------------------------------------------------------

     None; not applicable.

     Competitive business conditions and the small business issuer's competitive
     position in the industry and methods of competition
     ---------------------------------------------------

     None; not applicable.

     Sources and availability of raw materials and the names of principal 
     suppliers
     ---------

     None; not applicable.

     Dependence on one or a few major customers
     ------------------------------------------
     
     None; not applicable.

     Patents, trademarks, licenses, franchises,  concessions, royalty agreements
     or labor contracts, including duration
     --------------------------------------

     None; not applicable.

     Need for any government approval of principal produts or services
     -----------------------------------------------------------------

     None; not applicable.

     Effect of existing or probable governmental regulations on the business
     -----------------------------------------------------------------------

     None; not applicable.

     Time spend during the last two fiscal years on research and development 
     activities
     ----------
     
     None; not applicable;

     Costs and effects of compliance with environmental laws
     -------------------------------------------------------

     None; not applicable.

     Number of total employees and number of full time employees
     -----------------------------------------------------------

     None; not applicable.

<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. From
December 22, 1993 to the present, Mrs Morrison has been Secretary, Treasurer and
Director of Micro-Hydro Power, Inc., a Delaware corporation ("Micro-Hydro").  At
this time, Micro-Hydro 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.

     "Going  Concern"  Opinion  of  Independent   Auditor.  In  its  Independent
Auditors' Report, dated February 27, 1997, on the Company's financial statements
for the years  ended  December  31,  1997 and 1996,  the  Company's  independent
auditor  has  expressed  uncertainty  as to  the  likelihood  of  the  Company
continuing  as  a  going  concern.  This  opinion  is  based  on  the  Company's
substantial  accumulated losses from operations,  its lack of assets and its net
working capital deficiency. See Part I, Item 7, of this Report.

     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.

     Jenson Services,  Inc., a Utah corporation ("Jenson Services"),  which is a
consultant  and  stockholder  of the  Company,  has been,  and  continues to be,
involved  in the  promotion  of other  entities  that may be deemed to be "Blank
Check" companies. In addition,  Jenson Services provides financial consulting to
these companies.

    Future Sales of Common Stock. Jenson Services,  currently beneficially owns
1,739,277 shares of the common stock of the Company or approximately 87
percent of its outstanding voting securities. As of the date of this Report, all
of Jenson  Services'  Stock will have been officially  owned for one year,  and
subject  to  compliance  with  the  applicable  provisions  of  Rule  144 of the
Securities and Exchange Commission, Jenson Services may then commence to sell up
to one percent of the  outstanding  securities of the Company in any three month
period.  Such sales could have a substantial adverse effect on any public market
that may then exist in the Company's common stock.  Sales of any of these shares
by Jenson  Services could  severely  affect the ability of the Company to secure
the  necessary  debt or  equity  funding  for the  Company's  proposed  business
operations.  For additional information concerning the present market for shares
of  common  stock of the  Company,  see Part  III,  Item 9 of this  Report.

     Dilution.  The issuance of an aggregate of 1,739,277   shares of the
Company's  common stock to Jenson  Services in 1995 effected a "dilution" of the
holdings of the Company's  other  stockholders.  Additionally,  depending on the
nature and extent of  services  rendered,  the  Company  may  compensate  Jenson
Services  for any  financial  consulting  services  that it may  perform for the
Company in the future.  Because the Company  currently has no resources,  and is
unlikely to have any resources  until it has completed a merger or  acquisition,
management expects that any such compensation would take the form of an issuance
of the  Company's  stock to Jenson  Services;  this  would  further  dilute  the
holdings of the Company's other stockholders.

     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"),  under the symbol "SEUS"; 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 Part II, Item 5, 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"), under the symbol "SEUS".
<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 Part I, Item 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 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-A1, as filed on March 31, 1997. 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") under the symbol "SEUS".
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, 1997, 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.


Recent Sales of Unregistered Securities
---------------------------------------

     On September 18, 1995, the Company's Board of Directors  unanimously  voted
to issue 1,650,000 "unregistered" and "restricted" shares common to stock Jenson
Services,  in  consideration  of  $10,000.00  in  consulting  fees and  expenses
incurred  by the  Company  and  settled  by Jenson  Services.  These  shares are
fully-paid and were issued to Jenson Services, on the basis of par value (.001),
on or about September 18, 1995.

          Management believes that Jenson Services,  is an "accredited investor"
     as that term is defined under applicable federal and state securities laws,
     rules and regulations.  Further,  Jenson  Services,  is a consultant to the
     Company and had access to all material  information  regarding  the Company
     prior to the offer or sale of these securities. The offer and sale of these
     securities  are  believed  to  have  been  exempt  from  the   registration
     requirements of Section 5 of the Securities Act of 1933 pursuant to Section
     4(2)  thereof,   and  from  similar  states'  securities  laws,  rules  and
     regulations  requiring the offer and sale of securities by available  state
     exemptions from such registration.
    

<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, 1997, 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, 1997 and 1996

        Statements  of  Stockholders'  Equity for the Period  from  Reactivation
         [December 31, 1994] through December 31, 1997

        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, 1997

        Statements  of Cash  Flows for the Years  Ended  December  31,  1997 and
         December 31, 1996, and for the Period from  Reactivation  [December 31,
         1994] through December 31, 1997

        Notes to Financial Statements


<PAGE>












                               SEAFOODS PLUS, LTD.
                          [A Development Stage Company]

                          Independent Auditors' Report
                                       and
                              Financial Statements

                           December 31, 1997 and 1996



<PAGE>
<TABLE>
<CAPTION>



                               SEAFOODS PLUS, LTD.
                          [A Development Stage Company]

                                Table of Contents

                                                                                                                                Page

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


Balance Sheets - December 31, 1997 and 1996. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        2


Statements of Stockholders' Equity for the Period from
 Reactivation [December 31, 1994] through December 31, 1997 . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . .        3

Statements of Operations  for the Years Ended December 31, 1997 and December 31,
 1996, and for the Period from Reactivation [December 31, 1994]
 through December 31, 1997 . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . .       4

Statements of Cash Flows for the Years Ended  December 31, 1997 and December 31,
 1996, and for the Period from Reactivation [December 31, 1994]
 through December 31, 1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . .       5


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


</TABLE>

<PAGE>
MANTYLA, McREYNOLDS                                   
AND ASSOCIATES, C.P.A.'S                              
A Professional Corporation            
                                                       


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, 1997 and December 31,
1996, and the related statements of stockholders' equity/(deficit),  operations,
and cash flows for the years then  ended and for the  period  from  reactivation
[December 31, 1994] through December 31, 1997.  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, 1997,  and December 31, 1996, and the results of its operations and
its cash flows for the years then ended 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
$47,022 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 27, 1997
Salt Lake City, Utah


<PAGE>
<TABLE>
<CAPTION>





                               SEAFOODS PLUS, LTD.
                          [A Development Stage Company]
                                 Balance Sheets
                           December 31, 1997 and 1996

                                                                     1997                 1996
<S>     <C>    <C>                                               <C>                <C>    
ASSETS

        Current Assets
               Cash - note B                                     $       583            $    653
                                                                  ----------             -------
        Total Current Assets                                             583                 653
                                                                  ----------             -------
        TOTAL ASSETS                                             $       583           $     653
                                                                  ==========            ========

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES

        Current Liabilities
               Accounts payable                                  $        401            $    401
               Shareholder Loan - Note F                                7,777               4,236 
               Income taxes payable - Notes A & C                         100                 100
                                                                   ----------            --------
        Total Current Liabilities                                       8,278               4,737
                                                                   ----------             -------

TOTAL LIABILITIES                                                       8,278               4,737
                                                                   ----------            --------

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                (43,022)             (43,411)
                                                                   --------             --------

TOTAL STOCKHOLDERS' EQUITY                                           (7,695)                 653
                                                                   --------             --------

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/(Deficit)
        For the Period from Reactivation [December 31, 1994] through December 31, 1997

                                                                                  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)
                              
Net loss for the year ended
December 31, 1997                                                                     (3,611)              (3,611)
                              -------------- ---------------  -------------- ----------------  -------------------
Balance, December 31, 1997         2,000,012  $        2,000   $      37,327 $       (47,022)  $           (7,695)
                              =============== ==============  ============== ================  ===================

</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, 1997 and 1996, and for
      the Period from Reactivation [December 31, 1994] through December 31, 1997


                                                                       For the Period
                             For the Year Ended  For the Year Ended    from Reactivation to 
                             December 31, 1997   December 31, 1996     December 31, 1996

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


Expenses                                3,511              4,704                 16,692
                             ---------------------   --------------       -------------


Loss Before Income Tax                 (3,511)            (4,704)               (16,692)


Income taxes- notes A & C                 100                100                    300
                             ---------------------  ---------------      ---------------


Net Loss                     $         (3,611)   $        (4,804)      $        (16,992)
                              ====================  ===============      ===============


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

Weighted Average
  Shares Outstanding                  2,000,012         2,000,012             1,505,765
                              ===================   ===============      ===============



</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, 1997 and 1996, and for
      the Period from Reactivation [December 31, 1994] through December 31, 1997

                                                                               For the Period
                                    For the Year Ended   For the Year Ended    from Reactivation to
                                    December 31, 1997    December 31, 1996     December 31, 1996

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

Net Loss                            $        (3,611)      $        (4,804)     $        (16,992)

Adjustments to reconcile net income to net
  cash provided by operating activities:
        Increase/(decrease) in:
               Accounts payable                 -0-                   -0-                   401
               Income taxes payable             -0-                   -0-                  (603)
               Shareholder loan               3,541                 4,236                 7,777
                                      -----------------     ---------------     -----------------

Net Cash Used For Operating Activities          (70)                 (568)               (9,417)
                                       -----------------     ---------------     -----------------

Cash Flows From Financing Activities
------------------------------------

Issuance of common stock                        -0-                    -0-                     10,000
                                        ----------------      --------------     ----------------
Net Cash Provided By Financing Activities       -0-                    -0-               10,000
                                        -----------------     --------------     ----------------

Net Increase (Decrease)  in Cash                (70)                  (568)                 583

Beginning Cash Balance                          653                   1,221                 -0-
                                        -----------------     --------------     ----------------

Ending Cash Balance                 $           583            $        653      $          583
                                       ==================     ==============     ================

Supplemental Disclosure of Cash Flow Information:

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


</TABLE>
                 See accompanying notes to financial statements
                                       5

<PAGE>
                               SEAFOODS PLUS, LTD.
                          Notes to Financial Statements
                                December 31, 1997

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 nine 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.

          Net Loss Per Common Share

          Net loss per common share is based on the weighted  average  number of
          shares outstanding.

          Use of Estimates in Preparation of Financial Statements 

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

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, 1997 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>

                              SEAFOODS PLUS, LTD.
                         Notes to Financial Statements
                               December 31, 1997

NOTE D    Liquidity

          The Company has accumulated  losses from inception  totaling  $47,022,
          nominal  assets and no operations at December 31, 1997.  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.

NOTE F    Stockholder Loan

          A stockholder has paid expenses on behalf of the Company in the amount
          of $3,541  during the year ended  December 31, 1997 and $4,236  during
          the year ended December 31, 1996. The Company has recorded a liability
          for these  expenses to the  stockholder.  The unsecured  loan bears no
          interest and is due on demand.

<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,  1995, 1996 and 1997, 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 41 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 26 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 45 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, Initial  Statements
of Benficial Ownership of Securities,  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>

     No  director,  executive  officer or 10%  shareholder  of the  Company  has
effected any  transactions in the Company's  securities since the date of filing
of the above-referenced reports.
<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-
             1997,                            sation($)                                     tion ($)
             1996 &
             1995

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, 1997, 1996 or 1995, 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
--------------------------          ---                      ---

All ddirectors and executive
officers as a group (3)              0                        0
                                    ---                      ---
</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
---------------------------------------

     On September 18, 1995, the Company's Board of Directors  unanimously  voted
to issue 1,650,000  "unregistered"  and  "restricted"  shares of common stock to
Jenson Services,  in consideration of $10,000.00 in consulting fees and expenses
incurred  by the  Company  and  settled  by Jenson  Services.  These  shares are
fully-paid and were issued to Jenson Services, on the basis of par value (.001),
on or about September 18, 1995. Except as indicated above and in Part I, Item I,
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 Part I, Item 1, "Business Development," and Item 12,
Part 1, under the heading,  "Transactions  with Management and Others",  of this
caption, 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 Part I, Item I, "Business Development," and Item 12,
Part I, under the heading, "Transactions with Management and Others", 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 Part I, Item 1, "Business Development", and Item 12,
Part I, under the heading, "Transactions with Management and Others", 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>

     (i)                                          Where Incorporated 
                                                    in this Report
                                                  ------------------

Registration Statement on Form 10-SB-A1,
as filed on March 31, 1997**                           Part I

Annual Report on Form 10-KSB/A, for the
year ending December 31, 1996, as filed on
June 30, 1997**                                        Part I


Exhibit Number                                      Description
--------------                                      -----------

(27)                                              Financial Data Schedule
</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.

<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:By/S/3-31-98                            By /S/Terry Hardman


Date:By/S/3-30-98                            By /S/Jason R. Osborne


Date:By/S/3-31-98                            By /S/Kathleen L. Morrison


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:By/S/3-31-97                            By /S/Terry Hardman


Date:By/S/3-30-97                            By /S/Jason R. Osborne


Date:By/S/3-31-97                            By /S/Kathleen L. Morrison