FORM 10-K

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

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

For the fiscal year ended December 31, 1994

Commission file number 0-13597

                               ASDAR GROUP 
          (Exact name of registrant as specified in its charter)

          Nevada                                  88-0195105
(State or other jurisdiction of                             (I.R.S. Employer  
incorporation or organization)                              Identification No.)

     2124 Glasgow Avenue
     Cardiff, California                              92007 
(Address of principal executive offices)          (Zip Code)

Registrant's telephone number, including area code: (619) 792-7300

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

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

                       Common Stock, $.001 par value
                             (Title of Class)

     Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months, and (2) has been
subject to such filing requirements for the past 90 days.

     Yes          No   X  
          ------    ------
     As of March 30, 1995  (the required filing date of this report),
although the ("Bulletin Board"),  Registrant's Common Stock was quoted on
the NASDAQ, the Common Stock was not the subject of any meaningful trading
in the over-the-counter market.  Accordingly, the Registrant does not
believe there is a determinable market value for its outstanding shares of
Common Stock as of such date.  The number of shares outstanding of the
Registrant's $.001 par value Common Stock as of March 30, 1995 was
49,949,915.

     Documents Incorporated by Reference:  None

     Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.  

<PAGE>
                                  PART I

THIS REPORT ON FORM 10-K IS FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994,
HOWEVER THE REPORT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION IN JUNE 1997.  TO THE EXTENT PRACTICABLE, THE DISCLOSURE
CONTAINED HEREIN HAS BEEN PREPARED TO SPEAK AS OF MARCH 30, 1994, THE
REQUIRED FILING DATE OF THE REPORT.

ITEM 1.   BUSINESS

     (a)  GENERAL DEVELOPMENT OF BUSINESS

     ASDAR Group (the "Company") was formed under the laws of the State of
Nevada on November 29, 1983 under the name Venture Group, Inc.  In April
1985, the Company conducted an initial public offering of its securities
pursuant to a Registration Statement on Form S-18.

     In 1987, the Company announced its Registration Distribution Program
("RDP").  The RDP was designed to assist privately-owned companies in
becoming publicly-held.  In exchange for financial consulting and other
services, the Company's RDP clients issued to the Company shares of common
stock and common stock purchase warrants, some or all of which were to be
subsequently registered by the client with the Securities and Exchange
Commission ("SEC") in order to facilitate the public distribution of those
securities by the Company to its shareholders.  Subsequently, the client
would attempt to raise equity capital from the exercise of the common stock
purchase warrants.

     In 1988, the SEC and the National Association of Securities Dealers,
Inc. ("NASD") reviewed the RDP and insisted on certain changes to the
program which reduced the overall benefits and incentives to the Company. 
As a result of the SEC and NASD review, the Company determined it was
impracticable to continue the RDP and discontinued all efforts in this
business venture in 1990.

     From 1990 to the filing of this report in March 1997, the Company has
conducted no business operations other than the pursuit of a reverse
acquisition or merger with an active business operation interested in
restructuring itself as a publicly-held company and the defense of certain
federal litigation.

     (b)  FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

     Inapplicable.

     (c)  NARRATIVE DESCRIPTION OF BUSINESS

     See Item 1(a) above.  Since 1990, the Company has had no employees
other than the members of management identified in Part III, Item 10 of
this report.

     (d)  FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND
EXPORT SALES

     Inapplicable.

Item 2.   PROPERTIES

     The Company's offices are presently located in the residence of its
Secretary.  The Company's Secretary does not charge the Company any rent or
overhead for its use of his residence or utilities.

Item 3.   LEGAL PROCEEDINGS

     As of the date of this report, the Company is a defendant in a Class
Action Lawsuit alleging Securities fraud by Phillip Sindler, it former
President and the Company.

     In 1992, the Plaintiffs in that Action obtained a judgement against
the Company in the amount of $2,500,000.  In June 1996, the Company's
Secretary negotiated a Settlement whereby the Plaintiffs released the
Company in consideration of the payment of $150,000 to the class and the
issuance of 50,000 (post 1 for 100 reverse stock split) shares to the
Plaintiff.  In August 1996, this transaction was approved by  San Diego
Superior Court Judge Terry O'Rourke and was finalized in March 1997.  As a
result of this settlement the Company no longer has a judgement against it. 

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

     Inapplicable.

                                  PART II

Item 5.   MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

     (a)  MARKET INFORMATION

          Management of the Company believes that its Common Stock has not
been traded in any meaningful amount from, at least, 1990 to the date of
this report.

     (b)  HOLDERS

          The approximate number of holders of the outstanding shares of
the Company's Common Stock as of December 31, 1996 is 1,500.

     (c)  DIVIDENDS

          The Company has never declared or paid any dividends on its
common stock.  The Company does not intend to declare or pay any dividends
in the foreseeable future.

Item 6.   SELECTED FINANCIAL DATA

     Inapplicable.  See Item 8 - Financial Statements and Supplementary
Data.

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

     The Company was formed under the laws of the State of Nevada on
November 29, 1983 under the name Venture Group, Inc.  In April 1985, the
Company conducted an initial public offering of its securities pursuant to
a Registration Statement on Form S-18.

     In 1987, the Company announced its Registration Distribution Program
("RDP").  The RDP was designed to assist privately-owned companies in
becoming publicly-held.  In exchange for financial consulting and other
services, the Company's RDP clients issued to the Company shares of common
stock and common stock purchase warrants, some or all of which were to be
subsequently registered by the client with the Securities and Exchange
Commission ("SEC") in order to facilitate the public distribution of those
securities by the Company to its shareholders.  Subsequently, the client
would attempt to raise equity capital from the exercise of the common stock
purchase warrants.

     In 1988, the SEC and the National Association of Securities Dealers,
Inc. ("NASD") reviewed the RDP and insisted on certain changes to the
program which reduced the overall benefits and incentives to the Company. 
As a result of the SEC and NASD review, the Company determined it was
impracticable to continue the RDP and discontinued all efforts in his
business venture in 1990.

     From 1990 to the filing of this report in October 1996, the Company
has conducted no business operations other than the pursuit of a reverse
acquisition or merger with an active business operation interested in
restructuring itself as a publicly-held company.  In 1992, the Company
attempted to acquire the assets and operations of Royal Hill Resources
Corporation ("Royal Hill").  This acquisition failed when management of the
Registrant learned that Royal Hill had improperly accounted for its assets. 
In the last half of 1992, the Company attempted to acquire certain theme
restaurants in Las Vegas, Nevada.  These acquisitions never reached
fruitition and were abandoned in January 1995.

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                       INDEX TO FINANCIAL STATEMENTS
                                                                       Page

Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . . . F-1
Balance Sheets as of December 31, 1994 and 1993. . . . . . . . . . . . . . F-2
Statements of Operations for the years ended December 31, 1994, 1993 
     and 1992. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-3
Statements of Changes in Stockholders' Equity for the years ended 
  December 31, 1994, 1993 and 1992 . . . . . . . . . . . . . . . . . . . . F-4
Statements of Cash Flows for the years ended December 31, 1995, 1993 
     and 1992. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-6
Notes to Financial Statements. . . . . . . . . . . . . . . . . . . . . . . F-7

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

     Inapplicable.

                                 PART III


Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

          (a)(b)            IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS

     The officers and directors of the Company are as follows:
<TABLE>
<CAPTION>

          Name                     Age       Position
          --------------------     --------  ----------------------
          <S>                      <C>       <C>

          Nicholas F. Coscia       42        Secretary, Director

          J. Gregory Unruh         46        President, Director
</TABLE>  
     All directors of the Company hold office until the next annual meeting
or until their successors have been elected and qualified.  All officers
serve at the discretion of the board of directors.

          (c)  IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES

               Inapplicable

          (d)  FAMILY RELATIONSHIPS

               Inapplicable.

          (e)  BUSINESS EXPERIENCE

          Mr. Coscia has served as Secretary since 1989.  Mr. Coscia is a
licensed attorney practicing in the San Diego, California area.

          Mr. Unruh has served as President since 1989 and served as Chief
Financial Officer of the Company from 1989 to November 1995.

          (f)  INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

               Inapplicable.

          (g)  PROMOTERS AND CONTROL PERSONS

               Inapplicable.

          (h)  COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

               During the fiscal year ended December 31, 1995, there were
no Forms 3, 4 and 5 filed with the Securities and Exchange Commission
pursuant to Section 16 of the Securities Exchange Act of 1934 by management
or any beneficial owner of more than ten percent (10%) of the Company's
Common Stock.

Item 11.  EXECUTIVE COMPENSATION

          (a)-(f) and (h)-(l) GENERAL

               In 1994, Mr. Coscia accrued a salary of $5,000 per month. 

          (g)  COMPENSATION OF DIRECTORS

               Directors of the Company receive no compensation for their
services as directors.

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

          (a)-(b)   SECURITY OWNERSHIP

               The following table sets forth information as of December
31, 1995, with respect to the ownership of the Company's Common Stock by
each person known by the Company to be the beneficial owner of more than
five percent (5%) of the Company's Common Stock, by each director and by
all officers and directors as a group.
<TABLE>
<CAPTION>
Name And Address of              Amount of Shares     Percentage of Outstanding
Beneficial Holder                Beneficially Owned   Common Stock     
-------------------------------  -------------------   ------------------
<S>                              <C>                   <C>
Nicholas F. Coscia                     7,614,800 (1)               13.5%
2124 Glasgow Avenue 
Cardiff, CA. 92007

Knightsridge Publishing Company        3,000,000                    6.0%
10513 West Pico Boulevard
Las Angeles, CA. 90064                                                

All directors and officers             7,614,800                   13.5%
  as a group (2 persons)
</TABLE>
     (1)  Includes 840,000 shares over which Mr. Coscia has voting power
for which he disclaims beneficial ownership. 

     (c)  CHANGES IN CONTROL

          Inapplicable.

Item 13.  CERTAIN RESTRICTIONS AND RELATED TRANSACTIONS


          Inapplicable.

                                  PART IV

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

     (a)(1)    LIST OF FINANCIAL STATEMENTS FILED AS PART OF THIS REPORT

     Independent Auditors' Reports
     Balance Sheets as of December 31, 1994 and 1993
     Statements of Operations for the years ended 
       December 31, 1994, 1993 and 1992
     Statements of Changes in Stockholders' Equity for
       the years ended December 31, 1994, 1993 and 1992
     Statements of Cash Flows for the years ended 
       December 31, 1994, 1993 and 1992
     Notes to Financial Statements


     (a)(2)    LIST OF FINANCIAL STATEMENT SCHEDULES FILED AS A PART OF
THIS REPORT

          Inapplicable.

     (a)(3)    EXHIBITS

3.1  Second Amended and Restated Articles of Incorporation,                **
     incorporated by reference to Exhibit 3 (a) to the Company's 
     Annual Report on Form 10-K for the fiscal year ended 
     December 31, 1984 ("1984 Form 10-K"), 
     Commission File No. 0-13577.

3.2  Certificate of Amendment to Articles of Incorporation,                **
     incorporated by reference to Exhibit 3 (a) (1) of the Company's 
     annual report on Form 10-K for the fiscal year ended December 31, 
     1985, Commission File No. 0-13577.

3.3  Certificate of Amendment to the Articles of Incorporation,            **
     dated December 10, 1987.

3.4  Bylaws, incorporated by reference to Exhibit 3 (b) to the             **
     Company's 1984 Form 10-K.

3.5  Amendment to Bylaws, incorporated by Reference to Exhibit 3.4         **
     to the Company's annual report on Form 10-K for the fiscal year 
     ended December 31, 1986.

3.6  Amendment to Bylaws and Certificate of Secretary, dated               **
     November 9, 1987.

9.1  Agreement dated December 31, 1987, by and among ASDAR                 **
     Corporation, Multnomah Capital Corporation and James L. 
     Williams, incorporated by reference to the Exhibit to Form 
     BD filed by Hamilton, Williams, dated March 7, 1988.

10.1 Venture Group, Inc., Employee Incentive Stock Option Plan             **
     (1984), incorporated by reference to Exhibit 10a) to the 
     Company's 1984 Form 10-K.

10.2 Venture Group, Inc. Directors' Warrants Plan, incorporated            **
     by reference to Exhibit 10(b) to the Company's 1984 Form 10-K.

10.3 Indemnification Agreement dated January 1, 988 between ASDAR          **
     Group and Phillip S. Sindler.

10.4 Letter agreement dated January 19, 1987 incorporated by               **
     reference to the Exhibit to the Schedule 13D filed by Mr. 
     Williams on February 11, 1987.

10.5 Agreement of Sale dated November 30, 1987, between Multnomah          **
     Capital, Corporation and Consolidated Securities Corporation, 
     incorporated by reference to Item 2 to the Company's current 
     report on Form 8-K filed on November 30, 1987.

10.6 Plan and Agreement of Merger dated November 12, 1987, between         **
     National Telephone Information Network, Inc., and Marlin 
     Enterprises, Inc., incorporated by reference to Item 5 to the 
     Company's current report on Form 8-K filed on November 30, 1987.  
     Subsidiaries of the registrant. 

22   (a)  National Telephone Information                                   **

     *    The Exhibit Number used refers to the appropriate subsection in
paragraph (b) of Item 601 of Regulation s-K.


                                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.

Dated: June 19, 1997                        ASDAR GROUP


                                        By: /s/ Nicholas F. Coscia
                                            ----------------------
                                            Nicholas F. Coscia


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

Signature                                    Date              

/s/ Nicholas F. Coscia                       June 19, 1997
NICHOLAS F. COSCIA            
Directors, Secretary          <PAGE>
                                ASDAR GROUP

                           FINANCIAL STATEMENTS

                         DECEMBER 31, 1994 & 1993<PAGE>
/Letterhead/
                          SCHVANEVELDT & COMPANY
                          Darrell T. Schvaneveldt
                        Certified Public Accountant
                     275 East South Temple, Suite 300
                        Salt Lake City, Utah 84111
                               801-521-2392


                        Independent Auditors Report
                        ---------------------------
Board of Directors
ASDAR GROUP

     I have audited the accompanying balance sheets of  Asdar Group, as of
December 31,  1994 and 1993,  and the related statements of operations,
stockholders' equity, and cash flows for the years ended December 31, 1994,
1993 and 1992.  These financial statements are the responsibility of the
Company's management.  My responsibility is to express an opinion on these
financial statements based on my audit. 

     I conducted my audit in accordance with generally accepted auditing
standards.  Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the  financial statements are
free of material misstatements.  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 the significant estimates made by management, as well as
evaluating the overall financial statements presentation.  I believe that
my audit provides a reasonable basis for my opinion. 

     The accompanying financial statements have been prepared assuming the
Company will continue as a going concern.  As discussed in Note #4 to the
financial statements, the Company has an accumulated deficit and a negative
net worth at December 31, 1994.  These factors raise substantial doubt
about the Company's ability to continue as a going concern.  Management's
plans in regard to these matters are also discussed in Note #4.  The
financial statements do not include any adjustments that might result from
the outcome of this uncertainty. 

     In my opinion, the aforementioned financial statements present fairly,
in all material respects, the financial position of Asdar Group, as of
December 31, 1994 and 1993, and the results of its operations and its cash
flows for the years ended December 31, 1994, 1993 and 1992, in conformity
with generally accepted accounting principles.



/s/ Schvaneveldt & Company
Salt Lake City, Utah 
September 8, 1996
<PAGE>
                                ASDAR GROUP
                              Balance Sheets
                         December 31, 1994 & 1993
<TABLE>
<CAPTION>
                                                   December       December 
                                                   31, 1994       31, 1993 
                                               -------------  -------------
<S>                                            <C>            <C>          
                                  ASSETS

CURRENT ASSETS                                 $        -0-   $        -0- 
                                               -------------  -------------
        Total Assets                           $        -0-   $        -0- 

                    LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

   Accounts Payable                            $     60,300   $        200 

STOCKHOLDERS' EQUITY

   Common Stock 50,000,000 
    Shares Authorized, at 
     $0.001 Par Value,
      49,949,915 Shares Issued 
      &  Outstanding                                 49,949         49,949 
   Paid In Capital                                4,311,951      4,311,951 
   Treasury Stock                                  (199,167)      (199,167)
   Accumulated Deficit                           (4,223,033)    (4,162,933)
                                               -------------  -------------
        Total Stockholders' Equity                  (60,300)          (200)
                                               -------------  -------------
        Total Liabilities & 
        Stockholders' Equity                   $        -0-   $        -0- 
                                               =============  =============

</TABLE>
 The accompanying notes are an integral part of these financial statements<PAGE>
                                ASDAR GROUP
                         Statements of Operations
                      December 31, 1994, 1993 & 1992
<TABLE>
<CAPTION>
                                    December       December       December 
                                    31, 1994       31, 1993       31, 1992 
                                -------------  -------------  -------------
<S>                            <C>            <C>            <C>           

REVENUES                        $        -0-   $        -0-   $        -0- 

EXPENSES

  Consulting Fees                     60,000            -0-            -0- 
  Loss on Disposal of 
   Assets                                -0-            -0-        237,974 
  Professional Fees                      -0-            -0-         18,933 
  Depreciation                           -0-            -0-          9,130 
  Other Administrative 
   Fees                                  100            125          3,294 
                                -------------  -------------  -------------
     Total Expenses                   60,100            125        269,331 
                                -------------  -------------  -------------
     Loss from 
     Operations                 $    (60,100)  $       (125)  $   (269,331)
                                =============  =============  =============
     Loss Per Share                     (.00)          (.00)          (.01)

     Weighted Average 
     Shares Outstanding           49,949,915     49,949,915     49,949,915 

</TABLE>

 The accompanying notes are an integral part of these financial statements<PAGE>
                                ASDAR GROUP
                    Statements of Stockholders' Equity
                    At the Year Ended December 31, 1994
<TABLE>
<CAPTION>
                                                                     (Deficit)
                            Common Stock                 Treasury    Retained 
                          Shares   Amount      Capital      Stock    Earnings 
                 -------------------------------------------------------------
<S>              <C>             <C>      <C>          <C>       <C> 
Balance, 
December 
31, 1991              49,494,915 $ 49,949  $ 4,248,711  $(199,167)$(3,893,477)

Capital 
Contributed 
By Officer                                      63,240 

Net Loss for 
Year Ended 
December 
31, 1992                                                             (269,331)
                 -------------------------------------------------------------
Balance, 
December 
31, 1992              49,949,915   49,949   4,311,951    (199,167) (4,162,808)

Net Loss 
for Year 
Ended
December 
31, 1993                                                                 (125)

Balance, 
December 
31, 1993              49,949,915   49,949    4,311,951   (199,167) (4,162,933)

Net Loss 
for Year 
Ended
December 
31, 1994                                                              (60,100)

Balance, 
December 
31, 1994              49,949,915 $ 49,949    $4,311,951 $(199,167)$(4,223,033)
                 =============================================================
</TABLE>

 The accompanying notes are an integral part of these financial statements<PAGE>
                                ASDAR GROUP
                         Statements of Cash Flows
            For the Years Ended December 31, 1994, 1993 & 1992

<TABLE>
<CAPTION>
                                    December       December       December 
                                    31, 1994       31, 1993       31, 1992 
                                -------------   ------------  -------------
<S>                            <C>             <C>           <C>           
CASH FLOWS FROM 
OPERATING ACTIVITIES

 Net Loss                       $    (60,100)   $      (125)  $   (269,331)
 Adjustments to Reconcile 
  Net Loss To Net Cash 
  Used by Operating
  Activities:
   Non Cash Expense                      -0-            -0-        237,974 
   Depreciation                          -0-            -0-          9,130 
   Bad Debt                              -0-            -0-          1,000 
 Changes in Operating 
 Assets & Liabilities:
  Increase (Decrease) 
   in Accounts Payable                60,100            100        (10,592)
                                -------------   ------------  -------------
   Net Cash Used by 
   Operating Activities                  -0-            (25)       (31,819)

CASH FLOWS FROM 
INVESTING ACTIVITIES

 Security Deposit                        -0-            -0-            225 
                                -------------   ------------  -------------
   Net Cash Provided 
   by Investing 
   Activities                            -0-            -0-            225 

CASH FLOWS FROM 
FINANCING ACTIVITIES

 Capital Contributed                     -0-            -0-         31,400 
                                -------------   ------------  -------------
   Net Cash Provided 
   by Financing 
   Activities                            -0-            -0-         31,400 

   Increase (Decrease) 
   in Cash                               -0-            (25)          (194)

   Cash at Beginning 
   of Year                               -0-             25            219 
                                 ------------   ------------  -------------
   Cash at End of Year           $       -0-    $       -0-   $         25 

DISCLOSURES FROM 
OPERATING ACTIVITIES

 Interest                        $       -0-    $       -0-   $        -0- 
 Taxes                                   -0-            -0-            -0- 
</TABLE>
 The accompanying notes are an integral part of these financial statements<PAGE>
                                ASDAR GROUP
                       Notes to Financial Statements

NOTE #1 - CORPORATE DATA

ASDAR Group, (the Company), formerly known as the ASDAR Corporation, was
incorporated under the laws of the State of Nevada on November 29, 1983. 
Its initial public offering was completed in April, 1985.  
     
In 1987, the Company announced its Registration Distribution Program (RDP). 
This Program was designed to assist privately owned companies to become
publicly-held.  In exchange for financial consulting and other services,
the Company's shareholders received shares and warrants for the right to
purchase additional shares, which are registered and issued by the client
Company.  The Company also may receive a certain percentage of the shares
and warrants offered by the client Company.  Subsequently, the client
Company may raise equity capital via proceeds from the exercise of its
common stock purchase warrants. 

During 1988, the Securities & Exchange Commission (SEC) and the National
Association of Securities Dealers, Inc., (NASD) reviewed and recommended
changes to the RDP structure, reducing certain benefits and incentives to
the Company and its principals, and improving the benefits to the public
shareholders of the Company.

In 1990, the Company discontinued its efforts in this business venture. 

NOTE #2 - SIGNIFICANT ACCOUNTING POLICIES

(A)  The Company uses the accrual method of accounting. 
(B)  Revenues and directly related expenses are recognized in the period
when the goods are shipped to the customer. 
(C)  The Company considers all short term, highly liquid investments that
are readily convertible, within three months, to known amounts as cash
equivalents.  The Company currently has no cash equivalents. 
(D)  Primary Earnings Per Share amounts are based on the weighted average
number of shares outstanding at the dates of the financial statements. 
Fully Diluted Earnings Per Shares shall be shown on stock options and other
convertible issues that may be exercised within ten years of the financial
statement dates.
(E)  The cost of furniture and equipment was depreciated over an estimated
useful life of five years using the straight-line method.  It is the
general practice of the Company to charge maintenance and repairs to
expense; major expenditures for renewals and betterments are capitalized
and are subjected to depreciation over their useful lives.  Upon disposal
or retirement, the cost of assets and related accumulated depreciation are
eliminated and any gain or loss is included in operations. 
(F)  Estimates:   The preparation of the financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes.  Actual results could defer from those
estimates.

NOTE #3 - ACQUISITION AND DISPOSAL OF LAND

On April 22, 1991, the Company acquired three parcels of real estate in
Southern California from Barton K. Maybie or affiliates.  The first parcel
consisted of approximately 1/2 acre of land located in San Juan Capistrano,
California.  The second parcel consisted of a 2,500 square foot home on
approximately 1.2 acre of land in Moreno Valley, California.  The third
parcel consisted of approximately 20 acres of land located in Yucca City,
California, north of Palm Springs, California.  
The Company paid $600,000 for these properties as follows: $100,000 cash,
$150,000 assumption of a note secured by a fist deed of trust against the
Moreno Valley property, the issuance of new notes secured by an all
inclusive trust deed against the three properties in the amount of $150,000
and issuance of 3,200,000 shares of the Company's common stock to CBC
Financial Corporation, an affiliate of Barton K. Maybie.

During 1991, as part of the ongoing negotiation with Mr. Maybie, the
Company agreed that he would receive the rent from the home. 

In 1992, the Company issued corporation Grant Deeds transferring the
property back to Barton K. Maybie, and to Stephen J. Rybar, a related
party.  This resulted in a net loss of $237,974 to the Company. 

The Company currently is investingating these property transfers to
determine under what circumstances they occured and if it can recover its
investment.  The outcome of said search is uncertain and no provision has
been made for any recovery. 

NOTE #4 - GOING CONCERN

As of December 31, 1994, the Company had no assets, or no operations from
which it could receive working capital.  Since December 31, 1994, the
Company has been dormant and dependent upon its officers for its de minimis
operating costs.  The Company seeks through merger or acquisition to
acquire a company with operations to provide assets and operating capital. 

NOTE #5 - EMPLOYEE INCENTIVE STOCK OPTION PLAN & DIRECTORS WARRANT PLAN

The Company adopted an Employee Incentive Stock Option Plan in March 1984,
pursuant to which 1,000,000 shares of common stock may be issued by the
Company to its officers and other key employees.  The Company also adopted
a warrant plan, pursuant to which 1,000,000 shares of common stock may be
issued to the directors of the Company.  As of December 31, 1994, no
options or warrants have been granted under either of these plans.

NOTE #6 - INCOME TAXES & NET OPERATING LOSS CARRYFORWARDS

The Company has adopted SFAS 109 to account for income taxes current and
deferred, and any tax benefit (assets) or cost (liabilities) that may arise
from the application of SFAS 109. 

     Scheduled below are the losses that the Company can carryforward for
future tax benefit.
<TABLE>
<CAPTION>                                                                     
               Year  of  Loss              Amount        Year  Of  Expiration 
            ------------------------------------------------------------------
              <S>                     <C>                <C>                  
               1987 and Prior          $1,594,000                        2002 
                         1988             199,167                        2003 
                         1989                 -0-                        2004 
                         1990             122,731                        2005 
                         1991             288,042                        2006 
                         1992             228,826                        2007 
                         1993               4,163                        2008 
                         1994                 100                        2009 
</TABLE>
Utilization of these losses depend upon the Company's compliance with
provisions of the IRS code.  Changes in majority shareholders and changes
in business activities, will result in the loss of availability of the
losses to offset taxable income. 

Because of uncertainties as to its future and future majority shareholders
the Company has created an evaluation allowance at 100% of any future tax
asset that may occur from application of the net operating loss
carryforward provisions.                                       
<TABLE>
<CAPTION>
                                                            1994         1993 
                                                     ------------ ------------
<S>                                                 <C>          <C>          
Maximum Tax Benefit at Current 
Prevailing Rates                                      $  827,861   $  827,761 
Evaluation Allowance Net Tax 
Benefit (Asset)                                         (827,861)    (827,761)
                                                      -----------  -----------
     Net Tax Benefit (Asset)                          $      -0-   $      -0- 
                                                      ===========  ===========
     Current Tax Liability                            $      -0-   $      -0- 
     Deferred Tax Liability                                  -0-          -0- 
</TABLE>

NOTE #7 - ACCOUNTS PAYABLE

     During 1994, the Company has accrued consulting fees of $60,000
payable to an officer.  These funds are due the Officer for services in
attempting to acquire a business opportunity and bring the Company current
with various government agencies. 

NOTE #8 - SUBSEQUENT EVENT

On February 14, 1995, a Judgement and Findings of Facts after Court Tried
on Issue of Damages was issued by the United State District Court, Southern
District of California.  The Company as defendant in the case was ordered
to pay to the Plaintiff $2,519,882 for damages resulting from Violation of
Section 10b of the Securities & Exchange Act of 1934 and Rule 10b-5
promulgated thereunder. 

The Company has a purposed partial settlement of  the litigation hearing in
the Superior Court of California, County of San Diego, in August 1996.  The
Company purposes to pay within five days of the final approval of the
Agreement $150,000 cash and issue five million shares of its common stock
as currently issued to settle the suit.  Class counsel has requested and
been granted thirty percent of the net recovery after costs are reduced. 
In the class settlement account there is currently $27,500 of recovery from
which costs nor fees have been requested; therefore class counsel will
request fees and costs from $177,500 should this proposed settlement be
approved.