FORM 10-KSB

                       SECURITIES AND EXCHANGE COMMISSION
                                              Washington, D.C. 20549

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[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(D) OF THE  SECURITIES  EXCHANGE
                           ACT OF 1934 (FEE REQUIRED)

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 or 15(d) OF THE  SECURITIES
                     EXCHANGE ACT OF 1934 (NO FEE REQUIRED)


                       Commission File Number: 33-12029-D

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                         Desert Springs Acquisition Corp
             (Exact name of Registrant as specified in its charter)
                                    formerly
                          Bartel Financial Group, Inc.

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            Colorado                                      84-1043258
(Jurisdiction of Incorporation)             (I.R.S. Employer Identification No.)

5160 South Valley View, Suite 106, Las Vegas NV                         89118
(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number, including area code:  (702) 739-6552

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

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

Yes[X] No[ ] (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.)

Not[X]  (Indicate  by check mark  whether if  disclosure  of  delinquent  filers
(ss.229.405)  is not and  will  not to the  best of  Registrant's  knowledge  be
contained  herein,  in definitive proxy or information  statements  incorporated
herein by reference or any amendment hereto.)

As of June 30, 1997, the aggregate number of shares held by  non-affiliates  was
approximately  308,000  shares.  Due to  the  limited  market  for  the  Company
securities,  no estimate is being supplied herewith of the market value for such
securities.

As of June 30, 1997, the number of shares outstanding of the Registrant's Common
Stock was 1,942,500.

                                               Exhibit Index is found on page 12

      Desert Springs Acquisition Corp. June 30, 1997 Form 10-KSB   Page 1

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                                     PART I


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      Desert Springs Acquisition Corp. June 30, 1997 Form 10-KSB   Page 2

<PAGE>

                                Item 1. Business.

(a)  Organization of the Issuer.

     Desert Springs Acquisition Corp (the "Issuer",  the "Company" and sometimes
the  "Registrant") is a Colorado  corporation  (formerly Bartel Financial Group,
Inc) ("BFG Colorado")  organized October 3, 1986, as WTS III Capital Corporation
("WTS").  WTS  conducted  a public  offering  of its  securities  pursuant  to a
Registration  Statement  filed with the Denver Regional Office of the Securities
and Exchange  Commission  ("SEC") which was effective on August 11, 1987,  under
the  Securities  Act of 1933.  The offering  closed after receipt of the maximum
proceeds of $300,000.  On October 7, 1987, WTS acquired 100% of Bartel Financial
Group,   Inc.  ("BFG  Utah"),  a  Utah   Corporation  in  transaction   commonly
characterized as a "reverse acquisition".

     On July 11, 1995,  pursuant to  authority  granted by  shareholders  at the
Special  Shareholders  Meeting  of  October  28,  1994,  the Board of  Directors
resolved as follows:  The Officers  were  empowered and directed to effectuate a
200  for 1  reverse  split  of the  Company's  Common  Stock;  provided  that no
shareholder  shall be  reduced  to less  than 10  shares  as a  result  thereof.
Following  the 200 to 1 reverse  split,  and as a result  thereof,  the existing
138,100,000  shares issued and outstanding  were reduced to 690,500 shares.  The
Officers  were  further  empowered  and  directed  to  change  the  name  of the
Corporation to Desert Springs Acquisition Corp.

     On  September  18,  September  28, and October 7, 1995,  respectively,  the
Issuer entered into certain Financial Service Agreements.  Attention is directed
to the Exhibits furnished with Quarterly Report on Form 10-Q dated September 30,
1995, December 31, 1995 and March 31, 1996, all of which are incorporated herein
by this reference as though fully set forth herein, and are attached as Exhibits
28.1, 28.2 and 28.3 thereto.  These agreements were the subjects,  respectively,
of three successive filings resulting in the Registration of 1,252,000 shares of
common stock on Form S-8,  pursuant to the  Securities Act of 1933. No change of
control of the issuer  resulted  from the  registration  or  disposition  of the
Securities registered on Form S-8.

     As a result of the  foregoing  transactions,  as of the date of this Annual
Report, the Issuer had a single class of securities, namely common equity voting
stock, 500,000,000 shares (of par value $0.0001) authorized;  of which 1,942,500
shares were issued and outstanding.


(b)  The Business of Registrant and its Subsidiary.

     On October 7, 1987, WTS (then the Issuer) acquired 100% of Bartel Financial
Group,  Inc.  ("BFG Utah"),  a Utah  Corporation in a reverse  acquisition.  The
Company and its wholly-owned  subsidiary had no employees and conducted business
solely  through  BFG  Publishers,   Inc.,  a  related  entity,   publishing  and
distributing   investment   advisory   newsletters   to   approximately   15,000
subscribers.  During  fiscal  1991,  BFG Utah  discontinued  operations  and the
subsidiary  companies were dissolved by the State of Utah. The Issuer  therefore
began the development stage on July 1, 1991. On July 11, 1995, the Issuer's name
was changed to Desert  Springs  Acquisition  Corp.  and is  currently  seeking a
business opportunity or combination candidate.


(c)  Employees and Facilities.

     The Company has no employees or  facilities,  and enjoys the  non-exclusive
office services of its President and Majority Shareholder.


      Desert Springs Acquisition Corp. June 30, 1997 Form 10-KSB   Page 3

<PAGE>

                               Item 2. Facilities.

     The Company has no employees or  facilities,  and enjoys the  non-exclusive
office services of its President and Majority Shareholder.


                           Item 3. Legal Proceedings.

     There are no legal or other proceedings  pending against the Company, as of
the preparation of this Report,  and no facts are known or suspected which would
give rise to any anticipation of any such proceedings in the foreseeable future.


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

     There have been no matters  submitted to a vote of shareholders  during the
annual period covered by this report.


      Desert Springs Acquisition Corp. June 30, 1997 Form 10-KSB   Page 4

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                                     PART II


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      Desert Springs Acquisition Corp. June 30, 1997 Form 10-KSB   Page 5

<PAGE>

            Item 5. Market for Common Equity and Stockholder Matters.

(a)  Market Information.

     The Registrant  Company has one class of  securities,  Common Voting Equity
Shares ("Common Stock"). As of the date of this Annual Report, the securities of
the Issuer are not traded  over the counter or on any  trading  exchange.  It is
foreseeable  that  the  common  stock  of  this  issuer  may  be  traded  in the
foreseeable  future over the counter.  If so  shareholders  and the public would
experience a young,  sporadic and potentially  volatile trading market for them.
Quotations  for, and  transactions  in the  Securities  so traded are capable of
rapid  fluctuations,  resulting  from the  influence  of  supply  and  demand on
relatively thin volume. There may be buyers at a time when there are no sellers,
and sellers when there are no buyers, resulting in significant variations of bid
and ask  quotations by  market-making  dealers,  attempting to adjust changes in
demand and supply.  A young  market is also  particularly  vulnerable  to "short
selling",  sell orders by persons  owning no shares of stock,  but  intending to
drive down the market  price so as to purchase  the shares to be  delivered at a
price  below the price at which the shares  were sold  "short".  Such future and
foreseeable  trading may not occur.  There is no assurance of any future trading
in or of the securities of this Issuer.

     Of the Company's issued and outstanding 1,942,500 shares of Common Stock as
of June 30, 1997, all shares,  subject to an exception for the 1,634,500  shares
owned by affiliates of the Issuer,  might be presently  sold in compliance  with
Rule 144, in brokerage transactions, at such time as there may be trading in the
common stock of this Issuer. Rule 144 provides among other things and subject to
certain limitations that a person holding  "Restricted  Securities" for a period
of two years, who is not an affiliate of the Issuer,  may sell those securities,
free of restriction in brokerage  transactions.  Further, shares issued pursuant
to 1933 Act Registration,  again subject to exceptions for affiliate  ownership,
are  not  "Restricted   Securities"  and  are  freely   tradeable  in  brokerage
transaction.  Affiliates  are  permitted  by Rule  144 to  sell  affiliate-owned
securities  (Restricted  Securities  held for more than one year and  Registered
Affiliate Control Securities however long held) in limited amounts.  Possible or
actual sales of the  Company's  Common  Stock under Rule 144 or otherwise  might
have a depressive  effect upon the price of the Company's  Common Stock, at such
time,  if and when  the  common  stock of this  Issuer  might  be  tradeable  in
brokerage transactions.


(b)  Holders.

     Management  calculates  that  the  approximate  number  of  holders  of the
Company's Common Stock, as of June 30, 1997 was 484.


(c)  Dividends.

     No cash  dividends have been paid by the Company on its Common Stock and no
such payment is anticipated in the foreseeable  future.  No other dividends have
been paid or declared by the Issuer and none are anticipated.


      Desert Springs Acquisition Corp. June 30, 1997 Form 10-KSB   Page 6

<PAGE>

                        Item 6. Selected Financial Data.

     The following information is provided as of the Date of this Report:

================================================================================
          June 30                   1997             1996              1995
================================================================================

Total Assets                           0                  0                 0
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Revenues                               0                  0                 0
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Operating Expenses                22,234             25,034             1,314
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Net Earnings or (Loss)           (22,234)           (25,034)           (1,314)
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Per Share Earnings
  or (Loss)                        (0.01)             (0.02)            (0.00)
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Average Common Shares
  Outstanding                  1,942,500          1,942,500           690,500
================================================================================


    Item 7. Management's Discussion and Analysis of Financial Condition and
            Results of Operations.

(a)  Results of Operations.

     The Issuer (and its wholly-owned  subsidiary) has no current business,  and
has had no operations in the last fiscal year.


(b)  Liquidity and Capital Resources.

     The Issuer (and its wholly-owned subsidiary) has no capital resource and no
liquidity.  (Reference  is made to Auditors  Report of June 30,  1997,  1996 and
1995, filed herewith.


              Item 8. Financial Statements and Supplementary Data.

     Reference is made to Auditors Report of June 30, 1997, 1996 and 1995, filed
herewith.  Those financial statements,  attached thereto are incorporated herein
by this reference as though fully set forth herein.


      Desert Springs Acquisition Corp. June 30, 1997 Form 10-KSB   Page 7

<PAGE>

                     Item 9. Change of Registrant's Auditor.

     Todd D. Chisholm,  CPA remains the Company's  Auditor,  having prepared the
previous  annual audit of June 30, 1995 and 1996.  The Company's  previous Audit
was conducted by Gandre & Armstrong P.C and dated September 25, 1989.  There has
been no  disagreement  or dispute of any kind or sort with any auditor as to any
matter.


      Desert Springs Acquisition Corp. June 30, 1997 Form 10-KSB   Page 8

<PAGE>


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                                    PART III


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      Desert Springs Acquisition Corp. June 30, 1997 Form 10-KSB   Page 9

<PAGE>

                   Item 10. Directors and Executive Officers.

     The Directors  and  Executive  Officers of the Company are set forth below.
All Officers and Directors shall serve until the next meeting of shareholders or
until their successors be elected or appointed.

          JAMES L. BARTEL               President/Director

          MITCHEL MILGATEN              Secretary/Director


     James  Bartel  also  serves as a Director  of  American  Premier  Financial
Corporation.  No Director has resigned or declined to stand for  re-election  at
any time during the last year because of any  disagreement  on any matter of any
sort involving any aspect of Registrant's operations, policies or practices.


                        Item 11. Executive Compensation.

     On September  18,  1995,  the Issuer  entered  certain  financial  services
agreements with Traders Exchange,  Inc.,  Polyandrous  Trading Group,  Inc., and
James Bartel,  whereby these consultants would receive and did receive stock for
various  services at a rate of $0.01 per share.  During 1996,  1,252,000  shares
were  issued,  valued in the  aggregate  at $12,520.  During  1996,  Mr.  Bartel
received  400,000 shares pursuant to these  agreements.  Except as so disclosed,
none of the Company's Officers or Directors  presently receive any compensation,
nor has any plan of compensation been adopted.


    Item 12. Security Ownership of Certain Beneficial Owners and Management.

                                  COMMON STOCK

     To the best of Registrant's  knowledge and belief the following  disclosure
presents,  as of the date of this report,  June 30, 1997,  the total  beneficial
security  ownership of all  Directors  and  Nominees,  naming  them,  and by all
Officers and Directors as a group, without naming them, of Registrant,  known to
or discoverable by Registrant,  and the total security ownership of all persons,
entities  and  groups,  known  to or  discoverable  by  Registrant,  to  be  the
beneficial  owner or owners of more than five  percent  of any  voting  class of
Registrant's stock. More than one person,  entity or group could be beneficially
interested  in the same  securities,  so that the total of all  percentages  may
accordingly exceed one hundred percent.  Registrant has only one class of stock,
namely Common Voting Equity Shares.

                       PLEASE SEE TABLE ON FOLLOWING PAGE

     Desert Springs Acquisition Corp. June 30, 1997 Form 10-KSB   Page 10

<PAGE>

           SECURITY OWNERSHIP OF OFFICERS AND DIRECTORS AND 5% OWNERS

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     Name and Address of Beneficial Owner        Amount and Nature     Percent
                                                    of Ownership       of Class
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  JAMES L. BARTEL President/Director (1)                782,500         40.28
  5160 South Valley View, Suite 106
  Las Vegas NV 89118

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All Officers and Directors as a Group                   782,500         40.28
================================================================================
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  Traders Exchange                                      395,000         20.33
  P.O. Box 65724 / 2225 S. 500 East St.
  Salt Lake City UT 84111
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  Polyandrous Trading Group                             452,000         23.27
  3131 Southwest Freeway #46
  Houston TX 77098
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  American Premier Financial Corp.(1)                    12,500          0.64
  5160 South Valley View, Suite 106
  Las Vegas NV 89118
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Total Shares Issued and Outstanding                   1,942,500        100.00
================================================================================

(1) These shares represent the separate  holdings as indicated.  James Bartel is
the  President  of  American,  but is not  American's  majority  or  controlling
shareholder. American is a publicly held corporation.


            Item 13. Certain Relationships and Related Transactions.

     Mr. Bartel has paid various expenses of the Issuer in the amount of $7,551.
A payable exists to Mr. Bartel in this amount. On September 18, 1995, the Issuer
entered  certain  financial  services  agreements with Traders  Exchange,  Inc.,
Polyandrous  Trading Group,  Inc., and James Bartel,  whereby these  consultants
would receive and did receive stock for various  services at a rate of $0.01 per
share.  During 1996,  1,252,000  shares were issued,  valued in the aggregate at
$12,520.

     Desert Springs Acquisition Corp. June 30, 1997 Form 10-KSB   Page 11

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                                     PART IV


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     Desert Springs Acquisition Corp. June 30, 1997 Form 10-KSB   Page 12

<PAGE>

   Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

(a)  Financial Statements.      Reference is made to Auditors Report of June 30,
                                1997, 1996 and 1995, filed with herewith.  Those
                                financial  statements,  attached  as Exhibit "F"
                                thereto   are   incorporated   herein   by  this
                                reference as though fully set forth herein.

(b)  Form 8-K Reports.          No  Reports  on Form 8-K were  filed  during the
                                last quarter covered by this Annual Report.

(c)  Exhibits.                  Please see Exhibit Index, following.


                                  Exhibit Index

                       Financial Statements and Documents
                    Furnished as a part of this Annual Report

Exhibit 1.                      Articles of Amendment - Bartel  Financial  Group
                                Incorporated.

Exhibit 2.                      Articles   of   Amendment   -   Desert   Springs
                                Acquisition Corporation.

Exhibit F.                      Audited  Financial  Statements  - June 30, 1997,
                                1996 and 1995.


     Desert Springs Acquisition Corp. June 30, 1997 Form 10-KSB   Page 13

<PAGE>

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

                 Supplementary Information to be Furnished With
              Reports Filed Pursuant to Section 15(d) of the Act by
                Registrants which Have Not Registered Securities
                       Pursuant to Section 12 of the Act.

        No annual report or proxy material has been sent to security holders.

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

        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 individual capacities and on the date indicated.

June 30, 1997.


                         Desert Springs Acquisition Corp
                             A COLORADO CORPORATION


                                       by



/s/                                                                          /s/
------------------------------                    ------------------------------
James L. Bartel                                                Mitchell Milgaten
PRESIDENT/DIRECTOR                                           SECRETARY/TREASURER


     Desert Springs Acquisition Corp. June 30, 1997 Form 10-KSB   Page 14