SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549





                                   FORM 10-QSB

                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934




                          Quarter Ended August 31, 1997

                       Commission File Number 33-24483-NY





                                HEALTH-PAK, INC.
             (Exact name of Registrant as specified in its Charter)



      Delaware                              11-2914841
(State or other jurisdiction of            (I.R.S. Employer
incorporation or organization)             Identification Number)

1208 Broad Street, Utica, NY               13501
(Address of principal executive offices)   (Zip Code)

Same
(Former Address)                           (Zip Code)

                                          (315) 724-8370
                          (Registrant's telephone number, including area code)



Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No


Indicate the number os Shares  outstanding  of each of the  Issuer's  classes of
common stock, as of the latest practicable date.

           Class                             Outstanding at August 31, 1997

Common stock, $0.002 par value                            15,490,009



<PAGE>
























                                      INDEX



Part  I.       Financial information


               Item 1.      Condensed consolidated financial statements:

                            Balance sheet as of August 31, 1997 and
                            May 31, 1997                                   F-2

                            Statement of income for three months ended
                            August 31, 1997 and 1996                       F-3

                            Statement of cash flows for three months
                            ended August 31, 1997 and 1996                 F-4

                            Notes to condensed consolidated financial
                            statements                                  F-5-13



               Item 2.      Management's discussion and analysis of
                            financial condition



Part II.       Other information



Signatures



<PAGE>


                               HEALTH-PAK, INC. AND SUBSIDIARY

        CONDENSED CONSOLIDATED BALANCE SHEET - AUGUST 31, 1997 AND MAY 31, 1997


<TABLE>
<CAPTION>
<S>                              <C>              <C>                                                  <C>              <C>   


                                       ASSETS                                                             LIABILITIES

                                    August 31,        May 31,                                             August 31,        May 31,
                                      1997             1997                                                  1997            1997
Current assets:                                                      Current liabilities:
  Cash$                              263,048    $   233,330          Current portion of long-term debt    $ 16,232        $ 16,896
  Receivables, trade, net of                                         Notes payable, bank                   613,962         552,952
   allowance of $2,000               468,410         455,376         Accounts payable                    1,113,516       1,038,686
  Inventory                        1,517,811       1,456,990         Payroll and sales tax payable and
  Note receivable                     89,039          89,039          accrued expenses                      56,021          84,503
  Prepaid expenses                    98,409         100,649
  Prepaid consulting fees              3,889           5,556

    Total current assets           2,440,606       2,340,940            Total current liabilities        1,799,731       1,693,037

Property and equipment:
 Machinery and equipment             310,797        310,797       Long-term debt, net of current
 Leasehold improvements              116,555        107,460         portion                                 21,203          24,885
 Office equipment                     99,860         99,860
 Automotive equipment                 21,021         21,021
                                     548,233        539,138
 Less accumulated depreciation       221,929        209,476       Commitments

                                     326,304        329,662
                                                                 Minority interest in consolidated subsidiary 67,660        62,030

Other assets:
  Investments in affiliated Company  135,027        130,637       Shareholders' equity:
  Deposit on building                 32,647         28,400         Common stock, .001 par value 2,000,000
  Security deposits                    2,372          5,241          shares authorized
  Deferred loan acquisition fees                                    Common stock, .002 par value 20,000,000
   and costs                          14,647         18,224          shares authorized                        30,980        30,980
  Deferred offering expenses          99,530         99,530         Common stock purchase warrants:
  Deferred income taxes               83,115         83,115          Class A
  Cash surrender value, officers'                                    Class B
   life insurance                     26,760         26,760          Class C
  Officer's loan                       1,200          1,200         Additional paid in capital             2,304,334     2,304,334
                                                                    Deficit                              ( 1,061,700)  ( 1,051,557)
                                     395,298        393,107                                                1,273,614     1,283,757


                                  $3,162,208     $3,063,709                                               $3,162,208    $3,063,709
                                  ==========     ==========                                               ==========    ==========


</TABLE>



     See notes to condensed consolidated financial statements.
                                                                            F-2


<PAGE>



                         HEALTH-PAK, INC. AND SUBSIDIARY

                   CONDENSED CONSOLIDATED STATEMENT OF INCOME

                   THREE MONTHS ENDED AUGUST 31, 1997 AND 1996








                                                      1997              1996
                                                      ----              ----

Net sales                                        $1,013,506         $  398,078

Cost of sales                                       737,312            290,112
                                                 ----------         ----------

Gross profit                                        276,194            107,966

Selling, general and administrative
 expenses                                           250,363            106,650
                                                 ----------         ----------

Income from operations                               25,831              1,316
                                                 ----------         ----------

Other charges:
  Gain on investments                           (     4,390)             5,763
  Interest expense                                   33,067              6,950
  Amortization                                        1,667              1,667
                                                 ----------         ----------
                                                     30,344             14,380
                                                 ----------         ----------

Loss before income taxes and minority interest  (     4,513)       (    13,064)
                                                 ----------          ----------

Income taxes:
  Current                                       (     3,266)
                                                 ----------

Minority interest in loss of consolidated
 subsidiary                                     (     5,630)
                                                 ----------

Net loss                                        ($   10,143)       ($    9,798)
                                                 ==========          ==========

Earnings per common and dilutive common equivalent share:

  Primary                                          $   0.00            $  0.00
                                                  ==========         ==========

  Fully diluted                                    $   0.00             $ 0.00
                                                  ==========         ==========

Weighted average number of common shares and dilutive outstanding:

  Primary                                         14,016,238         17,090,159
                                                  ==========         ==========

  Fully diluted                                   14,016,238         17,090,159
                                                  ==========         ==========











     See notes to condensed consolidated financial statements.
                                                                           F-3


<PAGE>



                         HEALTH-PAK, INC. AND SUBSIDIARY

                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

                   THREE MONTHS ENDED AUGUST 31, 1997 AND 1996










<TABLE>
<CAPTION>
<S>                                                                                     <C>                <C>
                                                                                        1997               1996
                                                                                        ----               ----
Operating activities:
  Net loss                                                                          ($ 10,143)         ($  9,798)
  Adjustments to reconcile net loss to cash provided by
   operating activities:
    Depreciation                                                                        12,453              9,440
    Amortization                                                                         1,667             10,246
    Gain on investment in consolidated subsidiary                                   (   4,390)              5,763
    Changes in operating assets and liabilities:
      Accounts receivable                                                           (  13,034)             16,061
      Inventory                                                                     (  55,191)         (  24,502)
      Deposits and loan fees                                                             2,197
      Prepaid expenses and other receivables                                             2,240         (   2,366)
      Accounts payable                                                                  74,830              9,525
      Accrued expenses                                                              (  28,480)              7,027
      Deferred income taxes                                                                            (   6,322)
                                                                                      --------          --------

      Net cash provided from (used in) operating activities                         (  17,851)             15,074
                                                                                     --------            --------

Investing activities:
  Purchase of property and equipment                                                (   9,095)         (  24,420)
  Increase in other assets                                                                             (     291)
                                                                                      --------          --------

      Net cash used in investing activities                                         (   9,095)         (  24,711)
                                                                                     --------           --------

Financing activities:
  Proceeds from issuance of common stock                                                                   35,000
  Proceeds from notes payable, bank                                                     65,051
  Proceeds from loan                                                                                       17,236
  Payment of notes payable, bank                                                    (   4,041)         (   2,695)
  Payment of long-term debt                                                         (   4,346)         (   5,662)
  Payment of deferred offering expenses                                                                (  35,000)
                                                                                      --------          --------

      Net cash provided from financing activities                                       56,664              8,879
                                                                                      --------           --------

Net increase (decrease) in cash                                                         29,718         (     758)

Cash, beginning of period                                                              233,330              1,376
                                                                                      --------           --------

Cash, end of period                                                                   $263,048           $    618
                                                                                      ========           ========

Supplemental  disclosures and cash flow  information:  Cash paid during the year
  for:
    Interest                                                                          $ 32,422           $  6,950
                                                                                      ========           ========
    Income taxes                                                                      $      0           $      0
                                                                                      ========           ========

Supplemental schedule of non-cash investing and financing activities:
   Issuance of common stock for equity interest
    in Silver Lake Holding, Ltd.                                                      $      0           $136,400
                                                                                      ========           ========



</TABLE>






     See notes to condensed consolidated financial statements.
                                                                           F-4


<PAGE>



                         HEALTH-PAK, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS






1.  Organization of the company:

     The Company  originally "Morgan Windsor Ltd," was incorporated in the State
of Delaware on December 28, 1987 as a "blind pool".  The only  operations of the
Company at that time were to  structure  a public  offering  of its  securities.
Thereafter the company began to search for a viable business opportunity.


     On May 15,  1989,  the  Registration  Statement  containing  the  Company's
original   prospectus  was  declared   effective  by  the  Securities   Exchange
Commission.  Pursuant to the original  prospectus the Company was offering up to
4,000,000 units, at $.10 per unit, each consisting of one share of common stock,
one Class A warrant and one Class B warrant. No securities were sold pursuant to
original prospectus.


     The  Company  subsequently  amended  its  public  offering  to consist of a
minimum  of 15,000  units to a maximum  50,000  units to be offered at $6.00 per
unit.  Each unit  consists  of six shares of common  stock  (.002 par value) and
eighteen  Class A  redeemable  common  stock  purchase  warrants  and  twelve  B
redeemable  common stock  purchase  warrants.  On September 7, 1990, the Company
sold  16,358  units  receiving  gross  proceeds of 98,148.  Between  October and
November of 1989 the Company  repurchased  an aggregate of 178,583 shares of the
Company from nineteen stockholders for an aggregate price paid for these shares.
As a  result  of the  above  transactions  as of  April  30,  1991,  the date of
acquisition of Health-Pak, Inc, the Company had outstanding shares of 387,648 to
the public.



     On April 30, 1991, the Company  acquired 100% of the issued and outstanding
capital  stock of  Health-Pak,  Inc, a New York  corporation,  in  exchange  for
4,996,352  shares of which  4,756,077  shares were  exchanged  for 97.54% of the
outstanding  shares of  Health-Pak,  Inc.  and 240,275  shares were  retained to
acquire the remaining outstanding shares of Health-Pak, Inc



     Thereafter,  the  Company,  "Morgan  Windsor,  Inc."  changed  its  name to
"Health-Pak,  Inc" and increased  its  authorized  capitalization  to 20,000,000
shares.



2. Nature of business:

     Health-Pak,  Inc. is a manufacturer  and  distributor  of disposable  paper
products  for use in  serviced-related  industries,  primarily  the  medical and
hospital industry. The industry is highly competitive and is serviced by several
large national and multi-national  companies with greater financial resources in
comparison  to the  financial  resources  available to the Company.  There is no
guarantee that this market will continue to develop since the  incorporation  of
government intervention, economic conditions and other unforeseen situations may
occur.



     The Company maintains manufacturing  facilities in upstate New York, Mexico
and to a lesser  extent  Haiti.  In addition to paper  goods,  the Company  also
manufactures a sporting goods  accessory  item,  sales of which were minimal for
the three  months  ended  August  31,  1997.  The  Company's  sales  are  spread
throughout the United States.



                                                                         F-5


<PAGE>



                         HEALTH-PAK, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS








3. Summary of significant accounting policies:

    Principles of organization:

     The  acquisition  of the  Company's  subsidiary  on April 22, 1991 has been
accounted for as a reverse purchase of the assets and liabilities of the Company
by Morgan  Windsor  Ltd.  Accordingly,  the  consolidated  financial  statements
represent assets, liabilities and operations of Health-Pak,  Inc. prior to April
30, 1991 and the combined  assets,  liabilities,  and operations for the ensuing
period.  The  financial  statements  reflect the purchase of the stock of Morgan
Windsor Ltd. by Health-Pak,  Inc.,  the value being the  historical  cost of the
assets  acquired.   All  significant   intercompany   profits  and  losses  from
transactions  have been  eliminated.  Pursuant  to the  purchase  the  Company's
387,648 shares were issued to the public for $60,000.


    Revenue recognition:

     The  Company  maintains  its  books and  records  on the  accrual  basis of
accounting,  recognizing  revenue when goods are shipped and expenses  when they
are incurred.



    Inventories:

     Inventories  are stated at the lower of cost or market.  Cost is determined
by the first-in, first-out method (FIFO).


    Property and equipment:

        Property and equipment are stated at cost.  Depreciation of property and
        equipment is provided  using the straight line method over the following
        useful lives:
                                                Years
        Machinery and equipment                  10
        Leasehold improvements              19, 31-1/2 and 39
        Automotive equipment                      5
        Office equipment                         10

    Expenditures for major renewals and betterments that extend the useful
        lives of the property and equipment are capitalized.  Expenditures for
         maintenance and repairs are charged to expense as incurred.

    Per share amounts:

     Net  earnings  per share are  computed  by  dividing  net  earnings  by the
weighted average number of shares of common stock outstanding during the period.
Fully diluted and primary earnings per common share are the same amounts for the
period presented.


    Cash and cash equivalents:

     For purposes of the statement of cash flows, cash equivalents  include time
deposits,  certificates of deposit,  and all highly liquid debt instruments with
original maturities of three months or less.







                                                                         F-6


<PAGE>



                         HEALTH-PAK, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





3. Summary of significant accounting policies (continued):

      Principles of consolidation:

     The  accompanying   consolidated  financial  statements  also  include  the
accounts  of the  Company  and its 65%  owned  subsidiary,  Protective  Disposal
Apparel,  LLC.  Inter-company  transactions and balances have been eliminated in
consolidation (see Note 5).


      Use of estimates:


     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  effect 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 differ from these estimates.


      Effect of recently issued accounting standards:


     The  Financial  Accounting  Standards  Board issued  Statement of Financial
Accounting   Standards  ("SFAS")  No.  121,  "Accounting  for  the  Impaired  of
Long-Lived  Assets and for  Long-Lived  Assets to Be Disposed Of. "SFAS" No. 121
requires that Long-Lived Assets and certain identifiable  intangibles to be held
and used by the Company be reviewed for  impairment  whenever  events  indicated
that the carrying amount of an asset may not be recoverable.  The Company has no
impaired assets at August 31, 1997.



     The Accounting  Standards  Board issued  Statement of Financial  Accounting
Standards  ("SFAS")  No. 123,  "Accounting  for Stock Based  Compensation".  The
effective date of SFAS No. 123 is for fiscal years  beginning after December 15,
1995, and established a method of accounting for stock  compensation plans based
on fair  value.  The  Company  does not  believe  that SFAS No. 123 will have an
impact on its financial statements.  The Company has not adopted SFAS No. 123 at
August  31,  1997  and  continues  to  use  APB  25  which  accounts  for  stock
compensation at the intrinsic value.



    Investments:


     Investments  in certain less than 20% owned  companies  are carried at cost
and are accounted for on the equity method.  The investment  account is adjusted
for the Company's proportionate share of their undistributed earnings or losses.
Because  the  Company  exercises   significant  influence  over  the  investees'
operating and financial activities,  management has considered the equity method
of accounting as proper.



4.  Inventories:

    Inventories consist of:
                                                  August 31            May 31
                                                     1997               1997

        Raw materials                           $  941,043          $  432,771
        Finished goods                             576,768           1,024,219
                                                 ----------          ----------

                                                $1,517,811          $1,456,990
                                                ==========          ==========






                                                                           F-7


<PAGE>



                         HEALTH-PAK, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS








5.  Investment:

        A)    The  Company  purchased  a 10%  equity  interest  in  Silver  Lake
              Corporation  in exchange  for its own common stock valued at $.682
              per  share.  This  investment  is  accounted  for under the equity
              method of accounting with a fair value of the stock contributed of
              $136,400. Health Pak, Inc., being a significant influence over the
              operations  and  finance  of the joint  ventures  activities  with
              Silver Lake  Corporation,  has elected to use the equity method of
              accounting for the investment.

        B)    In October  1996,  the Company  formed and  purchased a 65% equity
              interest in  Protective  Disposable  Apparel  Co.,  LLC, a company
              operating in the disposable apparel business.  Protective Disposal
              Apparel Co., LLC in turn purchased a continuing business,  Scherer
              Healthcare,  Ltd, d/b/a Protective Disposal Apparel. As of October
              28, 1996 the balance sheet of the entity to be acquired just prior
              to the purchase was as follows:



                                     ASSETS

              Current assets:
                 Accounts receivable                      $263,371
                 Inventory                                 308,469
                    Total current assets                   571,840

              Security deposits                              1,500

                    Total assets                          $573,340




                         LIABILITIES AND MEMBERS' EQUITY

              Current liabilities:
                 Accounts payable                         $318,943
                    Total current liabilities              318,943

              Members' capital                             254,397

              Total liabilities and members' equity       $573,340














                                                                          F-8


<PAGE>



                         HEALTH-PAK, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS







6. Note receivable:

     The  Company  is due  $89,039  from  the  minority  interest  owner  of its
subsidiary,  Protective  Disposable Apparel Co., LLC. This amount represents the
subsidiary  portion of the purchase cost of the business  which the Company paid
on behalf of the  minority  shareholder.  The note  receivable  is  non-interest
bearing, unsecured and indefinite in maturity.


7. Line of credit:

     The Company has at its  disposal a line of credit at Marine  Midland  Bank.
The note is due on demand and carries  interest at prime + 1.5%.  Inventory  and
accounts  receivable  are pledged as  security.  The note is also secured by the
personal  guarantees of Anthony  Liberatore  and Alfred Zennamo to the extent of
$50,000 in total.  As of August 31,  1997 the  balance due on the line of credit
was $61,967.



     The Company  opened a line of credit with Foothill  Capital  Corporation in
September  1996.  The loan ceiling  amount is based on a  percentage  formula of
eligible accounts  receivable and inventory.  The balance due at August 31, 1997
was $551,995.



8. Long-term debt:
                                                Rate    Amount     Maturity

   Note payable, Key Credit              (a)     12%   $ 1,051        May, 1998
   Note payable, Manifest Group          (b)     10%    17,220       July, 1999
   Note payable, Waste Mgmt. of N.Y.     (c)     10%     4,615   November, 1998
   Note payable, Business Services, Co.  (d)     10%       626    January, 1998
   Note payable, Resource Capital Corp.  (e)     10%     4,650      March, 2000
   Note payable, Resource Capital Corp.  (f)     10%     3,416       July, 1999
   Note payable, Resource Capital Corp.  (g)     10%     5,857      April, 1998
                                                       -------
                                                        37,435
      Less current portion                              16,232
                                                        ------

                                                       $21,203
                                                       =======



      (a)      Note  payable  is  collateralized  by  equipment  with a cost  of
               $5,690.  The note is payable in  installments  of $241 per month,
               including interest.

      (b)      Note  payable  is  collateralized  by  equipment  with a cost  of
               $20,064.  The note is payable in  installments  of $492 per month
               including interest.








                                                                            F-9


<PAGE>



                         HEALTH-PAK, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS







8.  Long-term debt (continued):

      (c)      Note  payable  is  collateralized  by  equipment  with a cost  of
               $11,923.  The note is payable in  installments  of $240 per month
               including interest.

      (d)      Note  payable  is  collateralized  by  equipment  with a cost  of
               $7,688.  The note is  payable in  installments  of $199 per month
               including interest.

      (e)      Note  payable  is  collateralized  by  equipment  with a cost  of
               $6,796.  The note is  payable in  installments  of $170 per month
               including interest.

      (f)      Note  payable  is  collateralized  by  equipment  with a cost  of
               $5,296.  The note is  payable in  installments  of $155 per month
               including interest.

      (g)      Note  payable  is  collateralized  by  equipment  with a cost  of
               $9,053.  The note is  payable in  installments  of $251 per month
               including interest.

      Maturities of long-term debt as of August 31, 1997 are as follows:

                                 Year                                  Amount

                             May 31, 1998                             $16,232
                             May 31, 1999                              14,302
                             May 31, 2000                               6,901
                                                                      -------
                                                                      $37,435


9.    Commitments:

      Commencing August 1, 1993, the Company entered into a lease agreement with
       the Utica Industrial Development Corporation for manufacturing and office
       space of approximately  43,500 square feet. The initial term of the lease
       was from August 1, 1993 to April 30, 1994 at a monthly rental of $7,500.

      The Company had an option to purchase  the  facility  for  $600,000  which
      expired on April 30, 1994.  The  purchase  was not  completed by April 30,
      1994,  and the lease was  automatically  extended for an additional  three
      year period at the same terms and rental. Rent expense was $22,500 for the
      three  months ended August 31, 1997 and $28,500 for the three months ended
      August 31, 1996.

      The Company is  currently  renegotiating  to purchase the facility for the
      original asking price of $600,000.  Rental of the building is currently on
      a month  to month  basis  at the rate of  $7,500  per  month.  Should  the
      purchase of the building be consummated, approximately $50,000 of the past
      rent will go toward the purchase  price if the down payment on the revised
      purchase agreement is paid within a specified time frame.






                                                                         F-10


<PAGE>



                         HEALTH-PAK, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS







9.    Commitments (continued):

      Consultant contracts:
       The  Company  entered  into a three year  investment  banking  consulting
       agreement on December 31, 1994.  The Company issued  1,000,000  shares of
       $.002 par common shares and used a discount valuation of $.002 per share.
       The consultant is to act as a placement agent for Health-Pak, Inc. on all
       private placements or secondary offerings. Services commenced as of April
       1, 1995. The agreement is being amortized over thirty six months.

     In addition,  the Company also issued  4,500,000  stock  options at various
     exercised prices. As of May 31, 1997, 2,748,047 options have been exercised
     as follows:


                         Number of options                    Exercise price

                              600,000                                  .10
                              233,333                                  .15
                            1,914,714                                  .26


      The Company entered into a public relations  consulting agreement on March
      10, 1995. The agreement has a thirty month term and services  commenced on
      June 11, 1995. The Company issued 1,750,000 shares of $.002 par per common
      shares plus an additional 17,242 shares of the original  agreement that in
      addition to the  1,750,000  shares,  250,000  shares are to be issued at a
      rate of 8,621  shares  per  month  over the next  twenty  nine  months.  A
      valuation  of $.02 per share  was  used.  The  Company  withdrew  from the
      consulting  agreement  in  August  and no other  shares  were  issued.  In
      addition,  advances  made  to the  Company  and on the  books  as a  notes
      payable,  other,  were  reclassified  as payment for common stock  already
      issued.



10. Income taxes:

      Effective  June 1,  1993,  the  Company  has  adopted  the  Statements  of
      Financial  Accounting  Standards No. 109 ("SFAS No. 109"),  Accounting for
      Income  Taxes,"  which  applies a balance  sheet  approach  to income  tax
      accounting.  The new  standard  required  the  Company  to  reflect on its
      balance  sheet the  anticipated  tax  impact of future  taxable  income or
      deductions  implicit  in the  balance  sheet  in  the  form  of  temporary
      differences.  The Company has reflected certain future tax benefits on its
      balance sheet from the  realization  of the carryover of the current years
      net operating loss to anticipated  future earnings.  The cumulative effect
      as of June 1,  1993,  the  date of the  adoption  of  SFAS  No.  109,  was
      immaterial.   As  permitted  by  SFAS  No.  109,  prior  year's  financial
      statements have not been restated.







                                                                          F-11


<PAGE>



                         HEALTH-PAK, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS










10.     Income taxes (continued):

        The components of deferred tax assets and liabilities are as follows:

           Deferred tax assets:
              Bad debt allowances                                    $    500
              Net operating loss carryfoward                          114,115
                                                                      114,615

           Deferred tax liability:
              Depreciation                                                900

           Deferred tax asset                                         113,715

           Valuation allowance                                         30,600

           Net deferred tax asset                                    $ 83,115
                                                                     ========


        As of August 31,  1997,  the Company has  available,  for tax  reporting
        purposes,  net operating loss carryovers of approximately $647,600 which
        expire through 2011.



11. Employment contracts:

       The Company has no employment  contracts.  Further, it has no retirement,
       pension or profit sharing plan covering its officers or directors.



12. Deferred offering expense:

       The value  stated is the  amount  that has been paid by the  Company  for
       expenses  incurred  for the public  offering of  warrants.  The  deferred
       offering  expenses on the issued or expired  warrants  have been deducted
       from the proceeds of the  offering.  The offering of the Class C warrants
       is expected to be completed in 1997.  In the event the offering  does not
       take effect,  the deferred offering expenses will be charged to operating
       expenses.

       All deferred  offering  expense pertain to the Class C warrants which had
       not been issued as of the statement date.











                                                                           F-12


<PAGE>



                         HEALTH-PAK, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS






13. Related party transactions:

     Officers  loans are  unsecured  and  non-interest  bearing.  Officers  have
     indicated  that they will not be repaid in the current  year.  In addition,
     the Company has advanced funds to its minority interest partner, Protective
     Disposal Apparel, in the amount of $89,039.


14. Common stock purchase options:

      As of August 31, 1997 the unexercised options held by Silver Lake, Inc.
      are as follows:

      Amount of options         Exercise price           Expiration

          500,000                      .75             October 31, 1998
          600,150                     1.25             October 31, 1998
          500,000                     2.00             October 31, 1998


       The  Company has  elected to  continue  use of the methods of  accounting
       described by APB-25  "Accounting for Stock Issued to Employees"  which is
       based on the intrinsic  value of equity  instruments  and has not adopted
       the  principles  of SFAS-123  "Accounting  for Stock Based  Compensation"
       effective for fiscal years  beginning  after December 15, 1995,  which is
       based  on  fair  value.  There  is  no  significant   difference  between
       compensation  cost  recognized  by APB-25  and the fair  value  method of
       SFAS-123. The Company has not recognized  compensation on the granting of
       the options and  warrants to  employees  and  consultants  since the fair
       value of the warrants or options is the same as or less than the exercise
       price.


15. Earnings per share:

                                           August 31, 1997      August 31, 1996
                                           ---------------      ---------------

                                               Primary              Primary

  Number of shares:
   Weighted average shares outstanding       15,490,009            13,649,571
   Incremental shares for outstanding
   stock options                              1,600,150               366,667
                                             ----------            ----------

                                             17,090,159            14,016,238
                                             ==========            ==========



      Primary  earnings  per share  amounts are  computed  based on the weighted
      average  number of  shares  actually  outstanding.  Shares  that  would be
      outstanding assuming exercise of dilutive stock options , all of which are
      considered  to be common stock  equivalents.  Fully  diluted  earnings per
      share are the same as primary  earnings  per share for August 31, 1997 and
      August 31, 1996.





                                                                          F-13


<PAGE>






                          PART I FINANCIAL INFORMATION



ITEM 1. Financial Statements.

         The following  condensed  consolidated  financial  statements have been
prepared  by  Health-Pak,  Inc.  (the  "Company")  pursuant  to  the  rules  and
regulations  of the  Securities and Exchange  Commission  promulgated  under the
Securities  Exchange Act of 1934 as amended.  Certain  information  and footnote
disclosures  normally  included in financial  statements  prepared in accordance
with generally  accepted  accounting  principles  have been condensed or omitted
pursuant  to  such  rules  and  regulations.  In the  opinion  of the  Company's
management,   the  condensed   consolidated  financial  statements  include  all
adjustments  (consisting  only of  adjustments  of a normal,  recurring  nature)
necessary  to  present  fairly  the  financial  information  set forth  therein.
Operating  results  for the three  month  period  ended  August 31, 1997 are not
necessarily  indicative  of the results that may be expected for the year ending
May 31, 1998.

         These condensed  consolidated  financial  statements  should be read in
conjunction  with the financial  statements and  accompanying  notes included in
Form 10-KSB for the year ended May 31, 1997.

Condensed Consolidated Financial Statements:

Balance Sheets as of August 31, 1997 .........................F-2

Statement of Income For
Three Months Ended August 31, 1997 and 1996...................F-3

Statement of Cash Flows
For three Months Ended August 31, 1997 and 1996,,,,...........F-4

Notes to Condensed Consolidated Financial Statements..F-5 to F-11



                                                         3

<PAGE>



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.

I. Financial Condition and Liquidity.

Introduction.

         As previously  stated in the  Company's  filed  reports,  the financial
statements and the discussion which follows includes,  on a consolidated  basis,
the assets,  liabilities and operating results for Protective Disposable Apparel
Company, LLC ("PDA") which was acquired by the Company in October, 1996 as a 65%
owned subsidiary. Since adjustments were not made for prior periods, comparisons
may not completely reflect the actual results.  Inter company balances have also
been eliminated in the consolidation.

(a) Financial Condition.

Assets:

         Total assets  increased  by $98,499 at August 31, 1997,  the end of the
first quarter of fiscal 1998,  when compared to the year end at May 31, 1997, an
increase of  approximately  3.2%,  which  reflects a much slower  growth rate in
terms of total assets than has been  reported for previous  periods.  This is an
indication  of the fact that the  Company's  recent  expansion  period  with the
addition of the PDA  acquisition  has now settled.  For instance,  the Company's
growth in terms of total  assets at May 31, 1997  compared to the year ended May
31, 1996 was 190%.

         There is also very little change in the composition of assets since May
31, 1997 with cash being $29,718 higher at the end of the first quarter compared
to the year  end,  receivables  are only  $13,094  higher  than the year end and
inventory  being  only  $60,821  higher  than the  year  end.  These  increases,
expressed in terms of percentages are 12.7%,  2.9% and 4.2%,  respectively,  and
are not regarded as significant by management.  The increase in cash is slightly
higher  this period than the other  items  because of the  Company's  recent and
temporary  policy of conserving  cash for the proposed  acquisition of its plant
facility  as  described  in  "Management's  Discussion  and  Analysis or Plan of
Operations in the Company's 10-KSB report for the year ended May 31, 1997."

         Each of the other  individual  asset  accounts  when  compared with the
corresponding  account  for the  fiscal  year  ended  May  31,  1997  are  quite
comparable  and  reflect  little  change in the  composition  of assets  for the
quarterly period ended August 31, 1997.

Liabilities:

         There were also no significant  changes in  liabilities  for the period
except for increases in notes payable, bank and accounts payable.

                                                         4

<PAGE>




         The  increase in bank notes  payable (an  increase of $61,010)  for the
period reflects the Company's  increase in the use of its credit facility during
the period and the  increase  of  $74,830 in  accounts  payable is caused by the
Company's  continued policy of temporarily  conserving cash for a proposed plant
acquisition and some inventory purchases.

         None of these changes are regarded as  significant  by  management  and
except for the entries  mentioned  above, the liabilities are very comparable to
the year ended May 31, 1997.  This indicates that the Company  devoted the first
quarter  of  fiscal  1998  to  consolidation  of  its  acquisition  of  PDA  and
positioning  itself  to make  the  building  and  plant  acquisition  previously
mentioned.

         Liability for payroll  taxes  decreased in this period as this item was
reduced by payment during the period and was not significantly increased because
of the addition of new employees, as was the case at the fiscal year end.

         The additions to liabilities  in the first quarter of 1998  represented
by the increases in notes payable and accounts  payable are  responsible for the
6.3% increase in Total Current  Liabilities at August 31, 1997 of  approximately
$106,694  compared to the year ended May 31, 1997 ($1,799,731 at August 31, 1997
compared to $1,693,037 at the year ended May 31, 1997).  Current  Liabilities at
the end of the first  quarter  were,  nevertheless,  more than offset by Current
Assets of $2,440,606.

         The Company's  retained  earnings deficit of $1,061,700 for the quarter
ended  August 31, 1997 shows an  increase in the total  deficit of $ 10,143 over
the year  ended May 31,  1997 due to a  further  net loss in the  quarter  ended
August 31, 1997 of a comparable  amount.  This loss  compares with a net loss of
$89,622  at the  year end in 1997  and a net  loss of  $9,798  at the end of the
comparable quarter at August 31, 1996. See "Results of Operations."

         Management believes that,  overall,  there was no significant change in
the  financial  condition  of the  Company  in the  first  quarter  of 1998 when
compared to the year end.

         See "Results of Operations" for additional information. For information
regarding  liquidity,  see  Subparagraph  (b) "Liquidity"  below. For additional
information  relating  to the  financial  condition  of the  Company,  also  see
"Inflation" and "Trends Affecting Liquidity, Capital Resources and Operations."

(b) Liquidity.

                  Although there was a slight decrease in working capital at the
end of the first quarter of 1998 compared to the year ended

                                                         5

<PAGE>



May 31, 1997, the Company had sufficient  liquid assets to meet its  obligations
at the end of this  period.  Working  capital  at August 31,  1997 was  $640,875
compared to $647,903 at May 31,  1997,  the fiscal year end.  This  represents a
decrease of only $7,028 or 1.1% when  comparing  the first  quarter of 1998 with
the fiscal year end. This is not a significant change,  particularly when taking
into account the expenses that the Company has had in assimilating  the business
of PDA,  providing  inventory for PDA accounts and the  establishment of a clean
room facility for the Company, largely to accommodate PDA products.

         Principal short-term  liabilities at August 31, 1997 were $1,113,516 in
payables,  short term note obligations of $613,962,  the current portion of long
term debt in the  amount of  $16,232  and  taxes due of  $56,021  for a total of
$1,799,731.  Against  this  total,  at August 31,  1997,  the Company had liquid
current assets of $263,048 in cash,  inventory of $1,517,811 and  receivables of
$468,410  for a total  of  $2,249,269  in short  term  assets.  In  management's
opinion,  these assets were sufficient to cover the Company's operating expenses
and debt for the foreseeable future.


         Management  also had at its  disposal  a credit  line of  $650,000  (an
increase  from the  previous  credit line of  $600,000)  of which  approximately
$50,000 was available at August 31, 1997.

         In  combination,   management  believes  that  the  Company  will  have
sufficient   liquidity  and  adequate  working  capital  and  sufficient  credit
alternatives  to fund the Company's  operations  during the current fiscal year,
including support for its planned expansion of sales.

         The principal source of funds for the Company's  operations  during the
first quarter of 1998 continued to be from operating  revenues and proceeds from
its credit line, as reflected in the Company's financial statements.

II. Results of Operations.

         In the first  quarter of 1998 the Company  had net sales of  $1,013,506
compared to net sales of $398,078 for the same period in fiscal 1997. This is an
increase  of  $615,428  compared  to the  first  quarter  of  fiscal  1997  or a
percentage increase of approximately 155%.

         As  previously  reported,  the  substantial  increase in revenues  when
compared to the prior period results primarily from the acquisition of PDA which
added its revenues to those of the  Company.  Revenues  were also very  slightly
influenced by a price increase of 3.5% on all of the Company's  products applied
on March 1, 1997. A price increase of 14.7% on all of PDA's products in


                                                         6

<PAGE>



July,  1997 was also in effect for part of the quarter ended August 31, 1997 and
increased revenues for that period.

         The price  increases on PDA products  were made as the result of a cost
study conducted by the Company to insure that PDA's pervious costing was in line
with pricing.  Management  discovered from the study that many of PDA's products
were not correctly  priced,  which  resulted in the price increase as of July 1,
1997.  This study took longer than  anticipated or the price  adjustments  would
have been implemented sooner.

         Having now  "costed"  all of PDA's  products  and having  adjusted  the
prices accordingly,  management believes that improvement will occur in the Cost
of Goods account for the second quarter of the current fiscal year.

         During the fiscal year ended May 31, 1997,  the Company  introduced new
products which are expected by management to make more significant contributions
to revenues in the current fiscal year than in 1997.  These new products include
sterile garments used in "clean room" operations in industry,  where a germ free
objective is maintained.  These products  include sterile lab coats,  coveralls,
hoods and boots and are a product of the Company's new "clean room" facilities.

         The Company also introduced  "sonic sealed" garments which are garments
produced  by a sonic  sealing or welding  process,  manufactured  by  ultrasonic
equipment  which  essentially  changes the  molecular  structure of the material
being made to form a complete and impenetrable seal at the point of closure.  No
heat is used or  necessary  for this  process.  These  garments  are  fluid  and
chemical resistant and are used primarily in chemical and nuclear work.

         The Company  opened  important new  customers  for its products  during
fiscal 1997,  including Boeing,  Grumman Aircraft,  Bristol Meyers,  Johnson and
Johnson and  Mitsubishi.  It is  anticipated  that serving these  customers will
influence revenues in a positive way
during the current year.

         The  shift,   beginning  in  1996,  to  private  label  work  has  been
essentially  discontinued as the Company assumed  additional  responsibility for
the manufacture of PDA's products and required additional manufacturing capacity
for its own products.

         Under new agreements for manufacturing private label goods with two new
principal  customers,  the Company will sustain  sufficient profits to warrant a
continuation of this work at a reduced rate.

         The Company's production of operating gowns did not achieve the results
expected   and  were   essentially   discontinued;   however,   the  Company  is
manufacturing such gowns presently to the

                                                         7

<PAGE>



specifications  of a new customer and will continue to offer this product mainly
through the orders received from its customer.

         There were no  significant  contributions  to revenues from the sale of
the "Rigg" (a sling  designed to hold  basketballs,  soccer balls and baseballs,
among  other  things,  allowing  free use of the hands  and arms) a  non-medical
product  offered for  consumer use  beginning in 1995,  and the Company is still
awaiting  marketing  efforts  of  others  to see  important  revenues  from this
product.

         However,  based on the potential of the new products  mentioned  above,
the new  markets  opened by the  Company  and the  addition  of PDA's  sales and
customers,  management  believes the Company will grow significantly in terms of
net revenues for 1998.

         Cost of sales for the  quarter  ended  August 31, 1997  increased  when
compared to the  quarter  ended  August 31,  1996 as would be expected  from the
significant  increase in revenues for the current period.  Cost of sales for the
quarter ended August 31, 1997  expressed as a percentage  of net sales  declined
slightly to 72.7%  compared to 72.8% for the quarter  ended  August 31,  1996, a
difference of only 0.1%. This slight  difference  shows that the Company is more
in  balance  in terms of its cost of sales now that  price  increases  have been
implemented and shows improvement over the year ended May 31, 1997, when cost of
sales expressed as a percentage of net sales was 73.4%.

         As was previously stated,  cost of sales during prior periods increased
as a percentage of net sales because PDA's  products were  assimilated  into the
Company's line of products and these products were generally carried by PDA at a
higher cost basis.  The Company  corrected  this problem by (i) assuming some of
the manufacturing  responsibility  for PDA's products,  and thereby  controlling
costs on a better basis;  and (ii)  increasing  the prices for PDA's products to
more accurately reflect costs.

         Management now believes that the cost  differential  has been corrected
by the increase in prices made by the Company in July,  1997,  as stated  above,
and by manufacturing  some of PDA's products in house. Now  approximately 50% of
PDA's products are made by the Company.

         Gross  profits  for the first  quarter of 1998 were  higher by $168,228
than gross  profits for the  comparable  period in 1997 (i.e.  $276,194  for the
first  quarter  ended August 31, 1997  compared to $107,966 for the period ended
August 31, 1996) on increased net sales of $1,013,506  for the quarter  compared
to net sales of $398,078 for the same period in 1997.  Expressed as a percentage
of net sales,  gross profits for the quarter ended August 31, 1997 were 27.2% of
net sales and 27.1% of net sales for the quarter  ended August 31,  1996.  Gross
profits at the year ended May 31, 1997 were 26.1%.  The  comparison  between the
quarter ended August 31, 1997

                                                         8

<PAGE>



and the year  ended  May 31,  1997  shows a slight  improvement  in  performance
resulting  from the price  increases  earlier in the quarter and  assumption  of
manufacturing  operations for almost 50% of PDA's products.  The price increases
were  not in  effect  for the  entire  period  of the  first  quarter  of  1998.
Nevertheless, the obvious increase in net sales for the quarter ended August 31,
1997 compared to the same period ended August 31, 1996 resulted in a significant
increase in gross profits for the most recent quarter.

         Selling,  general and  administrative  expenses were 24.7% of net sales
for the first quarter of 1998 compared to 27.1% of net sales for the same period
in fiscal 1997.  When examining  this  comparison it should be noted that in the
quarter ended August 31, 1996, the cost of the Company's  factoring  charges was
still  attributable  to this account while in the quarter ended August 31, 1997,
the Company  changed its method of financing  operations  and the interest costs
for this purpose is shown in the interest expense  account.  Since this cost has
been shifted out of selling,  general and administrative expenses this year, the
effect has been to lower  this cost in the first  quarter  of 1998  compared  to
August 31, 1996.

         Other charges are up for the same reason, i.e. because interest charges
for the  Company's  credit line are included in the interest  account,  which is
part of "other charges."

         While the Company  eliminated  its high cost of  factoring  receivables
during the last fiscal year,  financing  costs in terms of interest  charges for
its present  financial  accommodation for the quarter were $33,067 compared with
only $6,950 for the quarter ended August 31, 1996.

         Net income  (loss) for the quarter  ended August 31, 1997 was ($10,143)
compared to ($9,798) for the same period ended August 31, 1996 and was ($89,622)
for the year ended May 31, 1997. While the loss for the two quarterly periods is
comparable,  it should be noted  that  gross  profits  from  operations  for the
quarter ended August 31, 1997 were  considerably  higher than gross profits from
operations  for the same period at August 31, 1996.  Cost factors which affected
profitability  in both quarterly  periods,  however,  were the interest costs at
August 31,  1997 and  factoring  charges  (accounted  for in higher  General and
Administrative costs) in the comparable period ended August 31, 1996.

         For information with respect to the possible effect of future trends on
operations,  see the discussion under the caption "Trends  Affecting  Liquidity,
Capital Resources and Operations."

III.  Capital Resources.

         There was no  significant  increase in Property  and  equipment  in the
quarter  ended  August  31,  1997 and there are at present  no  commitments  for
capital purchases except for the Company's proposed

                                                         9

<PAGE>



purchase of the  building  which it presently  occupies.  The  determination  to
purchase  this  building was made for a number of reasons  including a favorable
purchase  price and because it will be saving  money on the  difference  between
rental  payments and mortgage  amortization.  For this purpose,  the Company has
been accumulating cash as was stated above for the down payment.

         The  Company  does not  anticipate  that  this  purchase  will  involve
significant cash demands in excess of the funds already conserved.

         The  Company  also does not  presently  anticipate  the  allocation  of
significant   resources  for  machinery  and  equipment   purchases.   Any  such
commitments  will be dependent on demand for the delivery of products  under new
or increased orders and will primarily be purchased in cooperation with New York
State financing programs,  leasing programs or bank financing without committing
substantial cash assets. Future conditions,  such as successful equity financing
efforts, may change this position.

         The Company constructed a "clean room" to provide the basis
for the sale of sterilized products which is now complete.  This
was not a significant cost to the Company.

         Current conditions indicate,  however, that some funds will be required
for additional  capital  expenditures in the foreseeable  future which coincides
with  management's  sales  expansion  program;   however,  as  explained  above,
financing for  purchasing  these  resources  will be obtained from sources which
will not require a  substantial  outlay of cash and will be in proportion to the
Company's resources.

IV. Inflation.

         Management  anticipates  that inflation will not have a material effect
on the  Company's  operations  in the  future.  This is  principally  due to two
factors.  First, if orders  increase due to inflation the Company  presently has
adequate  manufacturing  equipment  and capacity to support not only its present
level of operations  but, with the addition of a second and, if needed,  a third
operating shift, to support a substantial  increase in production of its present
product lines.  Second,  although product pricing would be affected by inflation
due to higher costs,  management believes that public health and safety concerns
would  outweigh any negative  impact of price  increases and would not adversely
affect the Company's projected sales. Additionally, the hospital and health care
markets have  historically  been best able to pass on increased  costs which are
typically paid by insurance coverage.





                                                        10

<PAGE>



V.  Trends Affecting Liquidity, Capital Resources and Operations.

         A  number  of  factors  are  expected  to  impact  upon  the  Company's
liquidity, capital resources and future operations. Included among these are (i)
environmental  concerns;  (ii) economic factors  generally  affecting the health
care industry;  (iii) governmental regulation of the Company's products and (iv)
the  growing  concern  in  many  industries  about  controlling  the  spread  of
infectious disease.

         Some  disposable   products  offered  by  the  Company  are  made  from
plastic-based  materials  which have raised concern among  environmental  groups
over their proper disposal. Although management believes that such concerns are,
in many cases,  valid,  it is also believed that these concerns must be balanced
with safety provided by these products against infectious diseases such as AIDS,
hepatitis  and others.  This belief has  recently  been  reinforced  by the new,
comprehensive  safety regulations  issued by the Occupational  Safety and Health
Administration  (OSHA) which require extensive new measures to combat the spread
of infection and disease in many  industries  which had not previously  required
such measures. Most importantly,  from the point of view of the Company, are the
requirements  for protective  apparel such as that  manufactured by the Company.
Management believes that the regulations,  which are now fully implemented, will
increase  demand  for  the  Company's  products  and  significantly  expand  the
Company's markets. Based upon recent increased orders,  management believes that
most  significant  among these new markets for its products will be the hospital
looking to comply with the new OSHA regulations,  emergency service  industries,
including police,  fire and ambulance  services,  which routinely are exposed to
unusually high risk of infectious diseases and physicians.

         Nevertheless,   the   requirements   relating  to  proper  disposal  of
plastic-based  garments is still in question and the Company  cannot predict the
outcome of any future  regulations  relating  to these  matters.  Any changes in
manufacturing  or disposal  requirements  could  result in higher  manufacturing
costs and less profitability for the Company or, possibly, complete elimination,
which  could have a  substantially  negative  impact on  liquidity  and  capital
resources in the future.

         Management  also  believes  that perhaps the most  significant  adverse
impact upon its liquidity,  capital  resources and future  operations may result
from  economic  pressures to keep health care costs low.  Spearheaded  by health
care insurers and now the federal government, the entire health care industry in
the United  States has come under  increasing  pressure  and  scrutiny to reduce
unnecessary  and wasteful  costs. To meet the criticism in recent years over the
higher cost of disposable products, the Company has introduced a line of limited
reusable  products.  These  products  are  designed to be washed and reused from
between 25 and 100 times before being  replaced.  Management  believes that such
products will

                                                        11

<PAGE>



not only address the  economic  concerns  but also the  environmental  issues by
reducing the amount of products which are being discarded.  However,  as already
mentioned,  in  situations  where there is a high risk of  spreading  infection,
management  believes that the  disposable  products will continue to have strong
appeal and demand in the marketplace.

         As new Company manufactured products, such as the "Rigg,"  car
covers and sterilized products are introduced, management believes
that sales revenues will increase and, over the long term, will
result in more stable sales and higher profit margins for the Com-
pany.  In addition, the existence of the Occupational Safety and
Health Administration (OSHA) regulations are expected to continue
to have a positive influence on the demand for the Company's prod-
ucts.

         In short, the above factors may each have a significant impact upon the
Company's  future  operations.  At  present,  management  believes  that  safety
concerns over the spread of infectious diseases such as AIDS and hepatitis will,
at  least  for the  foreseeable  future,  outweigh  economic  and  environmental
concerns.  Consequently,  management does not anticipate any adverse impact upon
its future  operations  for the  foreseeable  future.  Apart from these factors,
management  knows of no  trends or  demands  that  would  adversely  affect  the
financial condition of the Company.




























                                                        12

<PAGE>






                            PART II OTHER INFORMATION


ITEM 6.   Exhibits and Reports on Form 8-K

          (a) Exhibits.

               11   - Calculation of primary and fully-diluted income (loss) per
                    share.  Reference  is  made  to  Note  15 of  the  financial
                    statements,
                     incorporated herein by reference.

          (b) Reports on Form 8-KSB

               None.



                                                        13

<PAGE>





                                   SIGNATURES



         Pursuant to the  requirements  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.





                                             HEALTH-PAK, INC.



                                    /s/ Anthony J. Liberatore
                                        Anthony J. Liberatore
                                             President
                                        Chief Operating Officer
Dated:  December 12, 1997



                                    /s/ Michael A. Liberatore
                                        Michael A. Liberatore
                                           Vice President
                                       Chief Financial Officer
Dated:  December 12, 1997







                                                        14

<PAGE>





                                   SIGNATURES



         Pursuant to the  requirements  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.





                                                         HEALTH-PAK, INC.




                                        Anthony J. Liberatore
                                             President
                                        Chief Operating Officer
Dated:  December 12, 1997




                                         Michael A. Liberatore
                                           Vice President
                                       Chief Financial Officer
Dated:  December 12, 1997