ITEM 5. MARKET FOR THE COMPANY COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS

Sales of Unregistered Securities

     The following sets forth information respecting the dates, purchasers,  and
consideration  involved  in sales of its  Common  Stock by the  Company  without
registration under the Securities Act of 1933, as amended (the "Securities Act")
during the fiscal year ended June 30,  1997,  and not  previously  reported in a
quarterly report on Form 10-Q.(1)

Sales to Executive Officers in Respect of Services Rendered

     As  discussed   extensively,   below,  in  the  footnotes  to  the  Summary
Compensation  Table,  which  appears  in  Item  10 of  this  Report,  "Executive
Compensation  - Current  Remuneration"  and in Item 12 of this Report,  "Certain
Relationships  and Related  Transactions - Issuance of Stock in Lieu of Salaries
and  Consulting  Fees",  during the fiscal year ended June 30, 1997, the Company
had available financial resources to meet only part of its salary obligations to
its  executive  officers  and  its  corporate  and  securities  counsel,  and to
reimburse  such  persons for  out-of-pocket  disbursements  made by them for the
account,  or on behalf,  of the  Company.  As a result,  such  persons  accepted
unregistered  shares of the  Company's  Common Stock,  valued,  for this purpose
only,  at fifty percent of the average of the bid and ask prices for of stock as
traded in the  over-the-counter  market and reported in the electronic  bulletin
board of the NASD, as follows:

     On April 28, 1997, in consideration of unpaid executive  services  rendered
during the fiscal  quarter  ended March 31,  1997,  the Company  authorized  the
issuance of an aggregate of 453,532  shares to three of its  executive  officers
and its in-house  corporate counsel at a per share price of $.214,  representing
50%  of  the  average  of the  bid  and  ask  price  for  the  Common  Stock  of
approximately $.428 per share during the said fiscal quarter. On that same date,
the Company authorized the issuance of an aggregate of 132,299 shares to another
executive officer in consideration of unpaid executive  services rendered during
the seven  month-month  period  ended March 31,  1997,  at fifty  percent of the
average of the bid and ask prices for of stock as traded in the over-the-counter
market and reported in the  electronic  bulletin  board of the NASD,  during the
three fiscal quarters when such unpaid services were rendered, as follows:

--------
     (1) For information  respecting sales of unregistered  shares of its Common
Stock  made by the  Company  during the first  three  quarters  of fiscal  1997,
reference  is made to the  disclosure  thereof  contained  in Part  II,  Item 2.
"Changes in Securities"  contained in the Company's  quarterly  reports on Forms
10-QSB for the quarters ended  September 30, 1996,  December 31, 1996, and March
31, 1997.


                                        
<PAGE>

           Period for
          Which Shares               Price Per                 No. Of
           are Issued                  Share                   Shares
           ----------                  -----                   ------
         Sept 1, 1996
            through
         Sept 30, 1996               US $0.169                 32,396

         Quarter ended
         Dec 31, 1996                US $0.1433                68,520

         Quarter ended
         March 31, 1997              US $0.214                 31,383

Issuance of Stock Pursuant to Consulting Agreements

     1. On April 28, 1997, in consideration of business and financial consulting
services  rendered  by a  nonaffiliated  financial  consultant  (the  "Financial
Consultant"), the Company authorized the issuance of 79,462 shares of its Common
Stock to the said  nonaffiliated  consultant for an aggregate  purchase price of
$20,000 (Canadian) (approximately,  US $14,780 at exchange rates in effect as at
such date). In accordance with the terms of the Consulting  Agreement applicable
thereto, this represented a per share price equal to the average of the high and
low  prices of the  Company's  common  stock as  traded in the  over-the-counter
market and quoted in the NASD  Electronic  Bulletin  Board,  during the ten (10)
days of trading immediately  preceding April 3, 1996, when the average per share
high-ask  price and the average per share  low-bid  price of the common stock of
the Company were approximately US $0.204 and US $0.168,  respectively,  yielding
an average of such prices during such period of approximately US $0.186.

     2. On April 28,  1997,  in  consideration  of  financial  public  relations
consulting services rendered by a nonaffiliated public relations consultant (the
"Public Relations  Consultant"),  the Company  authorized the issuance of 99,502
shares of its Common Stock to the said nonaffiliated Public Relations Consultant
for an aggregate purchase price of $20,000.  In accordance with the terms of the
Public Relations Consulting Agreement applicable thereto, this represented a per
share  price  equal to 50% of the  average  of the high  and low  prices  of the
Company's  common stock as traded in the  over-the-counter  market and quoted in
the  NASD  Electronic  Bulletin  Board,  during  the ten  (10)  days of  trading
immediately  preceding March 11, 1997, when the average per share high-ask price
and the average per share  low-bid price of the common stock of the Company were
approximately US $0.435 and US $0.369, respectively, yielding an average of


                                       2
<PAGE>

such  prices  during such period of  approximately  US $0.402,  50% of which was
$0.201.

     These sales are claimed to have been  exempt  from  registration  under the
Securities Act pursuant to Section 4(2) thereof, as more fully described below.

Basis for Exemption Claimed

     With respect to all sales and other  issuances of securities as hereinabove
described:

     (a)  The  Company  did  not  engage  in  general   advertising  or  general
          solicitation and paid no commission or similar remuneration,  directly
          or indirectly, with respect to such transactions.

     (b)  The  persons  who  acquired  these  securities  are  current or former
          executive  officers and directors of the Company,  consultants  to the
          Company, and providers of professional or other significant  services;
          Such persons had continuing direct access to all relevant  information
          concerning  the Company  and/or have such  knowledge and experience in
          financial and business  mattes that they are capable of evaluating the
          merits and risks of such  investment and are able to bear the economic
          risk thereof.

     (c)  The persons who acquired these securities advised the Company that the
          Shares  were  purchased  for  investment  and  without a view to their
          resale or distribution unless subsequently registered and acknowledged
          that  they were  aware of the  restrictions  on  resale of the  Shares
          absent subsequent registration and that an appropriate legend would be
          placed on the certificates  evidencing the Shares reciting the absence
          of their  registration  under the  Securities Act and referring to the
          restrictions on their transferability and resale.

     Accordingly,  the Company claims the transactions hereinabove described, to
have  been  exempt  from  the  registration  requirements  of  Section  5 of the
Securities Act by reason of Section 4(2) thereof in that such  transactions  did
not form part of a single  financing plan and did not involve a public  offering
of securities.


                                       3