SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            FORM 10-KSB Annual Report
                        Under Section 13 or 15(d) of the
                         Securities Exchange Act of 1934
                  For the Fiscal Year Ended: November 30, 1996
                           Commission File No. 0-21099

                               H.A. Spinaker, Inc.
        (Exact Name of Small Business Issuer as specified in its charter)

           Colorado                                     84-112830
        (State or other                        (IRS Employer File Number)
        jurisdiction of
        incorporation)

                        5650 Greenwood Plaza Blvd
                         Suite 216, Englewood, CO         80111
               (Address of principal executive offices) (zip code)

                                 (303) 741-1118
              (Registrant's telephone number, including area code)

     Securities to be Registered Pursuant to Section 12(b) of the Act: None

        Securities to be Registered Pursuant to Section 12(g)of the Act:

                    Common Stock, $0.0001 per share par value

     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:

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B is  contained  in this  form and no  disclosure  will be
contained,  to the  best of  Registrant's  knowledge,  in  definitive  proxy  or
information  statements  incorporated  by  reference  in Part  III of this  Form
10-KSB. [X]

     State issuer's  revenues for its most recent fiscal year $-0- The aggregate
market value of the voting stock of the Registrant held by  non-affiliates as of
November 30, 1996 was not able to be determined since the Registrant's stock has
not ever traded.

     The number of shares  outstanding of the  Registrant's  common stock, as of
the latest practicable date, February 1, 1997, was 28,600,000
<PAGE>


                       DOCUMENTS INCORPORATED BY REFERENCE
            Documents incorporated by reference are found in Item 13.

                                     PART I

Item 1. Description of Business.

     (a) General Development of Business

     HA  Spinnaker,  Inc.  (the  "Company" or the  "Registrant"),  is a Colorado
corporation.  The principal  business  address is 5650  Greenwood  Plaza,  #216,
Englewood, Colorado 80111.

     The  Company  was  incorporated  under the laws of the State of Colorado on
September 28, 1988.  Since  inception,  the primary  activity of the Company has
been  directed  towards  organizational  efforts.  During this fiscal year,  the
Company  plans  to  implement  a  program  to  identify  potential   acquisition
candidates.  The  Company  filed a Form S-18  January,  1990.  This  filing  was
withdrawn in May, 1991, because of adverse market conditions.

     As of the date of this Registration Statement,  the Company has not engaged
in any preliminary efforts intended to identify possible business  opportunities
and has  neither  conducted  negotiations  nor  entered  into a letter of intent
concerning any business  opportunity.  The Company is a shell  corporation whose
principal  purpose is to locate and  consummate a merger or  acquisition  with a
private  entity.  The Company filed a Form 10SB on a voluntary basis to become a
public,  reporting  company under the Securities  Act of 1934, as amended.  (the
"Exchange Act").

     The Company has not been subject to any bankruptcy, receivership or similar
proceeding.

     (b) Narrative Description of the Business

     General

     From inception to the date of this Registration Statement,  the Company has
had no activities. During this period, the Company has carried no inventories or
accounts  receivable.  No independent market surveys have ever been conducted to
determine demand for the Company's products and services,  since the Company has
never had any products or services which it has provided to anyone.  During this
period, the Company has carried on no operations and generated no revenues.  The
Company's fiscal year end is November 30th.

     Organization

     The Company  presently  comprises one  corporation  with no subsidiaries or
parent entities and is in the developmental stage.

                                        2
<PAGE>


     (c) Operations

     General

     The Company  proposes to implement a business plan to  investigate  and, if
warranted,  merge  with or  acquire  the  assets  or  common  stock of an entity
actively  engaged in business which  generates  revenues.  The Company will seek
opportunities for long-term growth potential as opposed to short-term earnings.

     As of the date  hereof,  the Company has no  business  opportunities  under
investigation.   None  of  the  Company's  officers,  directors,   promoters  or
affiliates  have  engaged in any  preliminary  contact or  discussions  with any
representative  of any other company regarding the possibility of an acquisition
or merger  between  the  Company and such other  company.  Further,  there is no
present  potential  that the  Company  may  acquire or merge with a business  or
company in which the  Company's  promoters,  management  or their  affiliates or
associates directly or indirectly have an ownership interest.

     The  Company's  Board  of  Directors   intends  to  provide  the  Company's
shareholders  with  complete  disclosure  documentation  in the  form of a proxy
statement concerning any potential business opportunity and the structure of the
proposed business  combination prior to its consummation.  While such disclosure
may include audited  financial  statements of such a target entity,  there is no
assurance that such audited financial statements will be available. The Board of
Directors  does  intend  to obtain  certain  assurances  of value of the  target
entity's  assets  prior  to  consummating  such  a  transaction,   with  further
assurances  that an audited  statement would be provided within sixty days after
closing of such a transaction.  Closing documents  relative thereto will include
representations  that the  value  of the  assets  conveyed  to or  otherwise  so
transferred will not materially differ from the representations included in such
closing documents, or the transaction will be voidable.

     As a result of its filing of a Form 10SB, the Company has become subject to
the reporting obligations under the Exchange Act. These include an annual report
under  cover  of  Form  10KSB,  with  audited  financial  statements,  unaudited
quarterly  reports,  and the  requirement  proxy  statements in regard to annual
shareholder  meetings.  Any potential  acquisition or merger  candidates will be
required to meet these same  requirements,  including  the  necessity of audited
financial  statements.  Such requirements may have the effect of restricting the
potential  pool of  candidates  for  merger or  acquisition.  The  Company  will
voluntarily  file periodic reports in the event that its obligation to file such
reports is suspended under the Exchange Act.

     The Registrant has no full-time employees.  The Registrant's  President and
Secretary-Treasurer  have  agreed to  allocate  a portion  of their  time to the
activities of the Registrant,  without  compensation.  These officers anticipate
that the business plan of the Company can be implemented  by their  collectively
devoting  approximately  twenty hours per month to the  business  affairs of the
Company and,  consequently,  conflicts of interest may arise with respect to the
limited time commitment of such officers.

                                        3
<PAGE>


     Some of the Company's  officers and  directors  are presently  involved and
plan to be  involved  with  other  "blank  check"  companies  and,  as a result,
additional  potential  conflicts of interest may arise.  If such a conflict does
arise in the future and an officer or director of the Company is presented  with
business  opportunities  under  circumstances  where  there  may be  doubt as to
whether the  opportunity  should belong to the Company or another  "blank check"
company with which they are  affiliated,  they will disclose the  opportunity to
the Boards of Directors of all such  companies.  If a situation  arises in which
more than one company desires to merge with or acquire that target company,  and
the  principals  of the proposed  target  company have no preference as to which
company will merge with or acquire such target company,  the company which first
filed a Registration  Statement with the U.S. Securities and Exchange Commission
will be entitled to proceed with the proposed transaction.

     The  primary  attraction  of the  Registrant  as a merger  partner or as an
acquisition  vehicle  will be its  status  as a  public  company.  Any  business
combination  or  transaction  will likely  result in a  significant  issuance of
shares and substantial dilution to present shareholders of the Registrant.

     The Company has no present plans to hire a consultant to aid the Company in
any acquisition or merger.

     The Articles of  Incorporation of the Company provides that the Company may
indemnify  officers and/or directors of the Company for  liabilities,  which can
include liabilities arising under the securities laws. Therefore,  the assets of
the Company could be used or attached to satisfy any liabilities subject to such
indemnification.

     General Business Plan

     The Company's  purpose is to seek,  investigate and, if such  investigation
warrants, to acquire controlling interest in business opportunities presented to
it by persons or firms who or which desire to seek the  perceived  advantages of
an Exchange Act registered corporation. The Company will not restrict its search
to any specific business,  industry, or geographical  location.  The Company may
participate in a business venture of virtually any kind or nature.

     The Company  will  solicit  prospective  acquisitions  based upon  informal
contacts or  relationships  which  management  has a will develop in the future.
There  are no  plans  to  advertise  for  acquisitions  or to hire  third  party
consultants  to facilitate  acquisitions.  The Company has no way of knowing how
many  individuals  will be  contacted  before  a  potential  acquisition  may be
finalized. The Company has no plans to do any acquisition with any associates or
affiliates of management, or with management itself.

                                        4
<PAGE>


     The Company may seek a business opportunity in the form of firms which have
recently  commenced  operations,  are developing  companies in need of expansion
into new products or markets, are seeking to develop a new product or service or
are  established,  mature  businesses.  The Company may also offer a controlling
interest to such business opportunity, if the situation warrants.

     In seeking business  opportunities,  the management decision of the Company
will be based upon the objective of seeking long-term  appreciation in the value
of the Company. Current income will only be a minor factor in such decisions.

     It is not anticipated  that the Company will be able to participate in more
than one business opportunity.  However, Management may, in its sole discretion,
elect to enter into more than one acquisition if it believes these  transactions
can  be   effectuated  on  terms   favorable  to  the  Company.   This  lack  of
diversification  will not permit the Company to offset potential losses from one
business  opportunity  against  profits from another and should be  considered a
substantial risk to shareholders of the Company.

     The analysis of new business  opportunities  will be undertaken by or under
the   supervision  of  the  officers  and  directors.   The  Company  will  have
unrestricted  flexibility in seeking,  analyzing and  participating  in business
opportunities.  In its efforts,  the Company will consider the following,  among
other, factors:

     (a)  potential  for growth,  as  indicated by new  technology,  anticipated
          market expansion or new products;

     (b)  competitive  position  compared  to other  firms of  similar  size and
          experience within the industry segment, as well as within the industry
          as a whole;

     (c)  strength and diversity of management, either in place or scheduled for
          recruitment;

     (d)  capital requirements and anticipated availability of required funds to
          be provided by the target company from operations, through the sale of
          additional  securities,  the  formation  of joint  ventures or similar
          arrangements, or from other sources;

     (e)  the cost of  participation by the Company as compared to the perceived
          tangible and intangible values and potential;

     (f)  the extent to which the business opportunity can be advanced;

     (g)  the accessibility of required  management  expertise,  personnel,  raw
          materials, services, professional assistance and other required items;
          and

                                        5
<PAGE>


     (h)  such other relevant factors as may arise from time to time,  including
          investor and market maker, if any, interest.

     In  applying  the  foregoing  criteria,  no one of which is now known to be
controlling,  Management will attempt to analyze all relevant factors and make a
determination based upon reasonable  investigative  measures and available data.
Potentially  available  business  opportunities  may  occur  in  many  different
industries and at various stages of development, all of which will make the task
of  comparative  investigation  and  analysis  of  such  business  opportunities
extremely difficult and complex.  Because of the Company's lack of capital,  the
Company  may not  discover  or  adequately  evaluate  adverse  facts  about  the
opportunity to be acquired.

     The  Company is unable to  predict  when it may  participate  in a business
opportunity.  It expects,  however,  that the analysis of specific proposals and
the selection of a business  opportunity  may take a substantial  amount of time
after the effective date of this Registration Statement.

     Prior to making a decision to  participate in a business  opportunity,  the
Company  will  generally  request  that it be provided  with  written  materials
regarding  the  business  opportunity  and  containing  such  items  as:  (i)  a
description of product,  service and company history;  (ii) management  resumes;
(iii)  financial  information   (including  projections  and  audited  financial
statements,  if available);  (iv) available projections with related assumptions
upon  which they are based;  (v) an  explanation  of  proprietary  products  and
services;  (vi)  evidence of existing  patents,  trademarks  or service marks or
rights thereto;  (vii) present and proposed forms of compensation to management;
(viii) a  description  of  transactions  between  the target and its  affiliates
during relevant periods;  (ix) a description of present and required facilities;
(x) an analysis of risks and  competitive  conditions;  (xi) a financial plan of
operation and estimated capital requirements; and (xii) other information deemed
relevant under the circumstances, including investor and market makers, but only
after the release of public information on the target.

     As part of the Company's  investigation,  officers and directors  will meet
personally  with  management  and key  personnel,  visit  and  inspect  material
facilities,  obtain independent  analysis or verification of certain information
provided,  check  references  of  management  and key  personnel  and take other
reasonable  investigative  measures  to  the  extent  of the  Company's  limited
financial resources.

     The Company  anticipates  that the selection of a business  opportunity  in
which to  participate  will be complex and extremely  risky.  Because of general
economic conditions,  rapid technological advances being made in some industries
and shortages of available capital,  Management believes that there are numerous
firms seeking the perceived benefits of a publicly registered corporation.  Such
perceived  benefits may include  facilitating  or  improving  the terms on which
additional  equity  financing may be sought,  providing  liquidity for incentive
stock options or similar benefits to key employees, providing liquidity (subject
to restrictions of applicable statutes), for all shareholders and other factors.
Potentially  available  business  opportunities  may  occur  in  many  different
industries and at various stages of development, all of which will make the task
of  comparative  investigation  and  analysis  of  such  business  opportunities
extremely  difficult and complex.  The Company has no present plans to raise any
necessary  capital through private  placements or public  offerings prior to the
location of an acquisition or merger candidate.

                                        6
<PAGE>


     (d) Markets

     The Company's initial marketing plan will be focused  completely on finding
an acquisition  candidate as discussed  above.  No efforts toward this marketing
plan have been made as of the date of this Registration Statement.

     (e) Raw Materials

     The  use of raw  materials  is not now  material  factor  in the  Company's
operations at the present time.

     (f) Customers and Competition

     At the  present  time,  the  Company  is  expected  to be an  insignificant
participant  among  the  firms  which  engage  in the  acquisition  of  business
opportunities.  There are a number of  established  companies,  such as  venture
capital and financial concerns,  many of which are larger and better capitalized
than  the  Company  and/or  have  greater  personnel   resources  and  technical
expertise.  In  view  of the  Company's  combined  extremely  limited  financial
resources and limited management  availability,  the Company will continue to be
at a significant competitive disadvantage compared to the Company's competitors.

     (g) Backlog

     At November 30, 1996, the Company had no backlogs.

     (h) Employees

     At as of the date hereof,  the Company has no  employees.  The Company does
not plan to hire employees in the future.

     (i) Proprietary Information

     The Company has no proprietary information.

     (j) Government Regulation

     The  Company is not  subject to any  material  governmental  regulation  or
approvals.

                                        7
<PAGE>


     (k) Research and Development

     The  Company  has  never  spent  any  amount in  research  and  development
activities.

     (l) Environmental Compliance

     At the present time, the Company is not subject to any costs for compliance
with any environmental laws.

Item 2. Description of Properties.

     As of November 30, 1996, the Company's  business office was located at 5650
Greenwood Plaza Blvd.,  Suite 216,  Englewood,  Colorado 8011, the office of Mr.
Gregory W. Skufca, its President,  for which it pays no rent. The Company has no
other properties.

Item 3. Legal Proceedings.

     No legal  proceedings of a material  nature to which the Company is a party
were pending  during the  reporting  period,  and the Company  knows of no legal
proceedings  of a material  nature  pending or threatened  or judgments  entered
against any director or officer of the Company in his capacity as such.

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

     The Company did not submit any matter to a vote of security holders through
solicitation  of proxies or  otherwise  during the fourth  quarter of the fiscal
year covered by this report.

                                     PART II


Item 5. Market for Common Equity and Related Stockholder Matters.

     (a) Principal Market or Markets.

     The Company's  securities  have never been listed for trading on any market
and are not quoted at the present time.  At the present  time,  the Company does
not know where  secondary  trading will  eventually be  conducted.  The place of
trading,  to a large extent, will depend upon the size of the Company's eventual
acquisition.  To the extent,  however,  that  trading  will be  conducted in the
over-the-counter market in the so-called "pink sheets" or the NASD's "Electronic
Bulletin  Board," a  shareholder  may find it more  difficult  to  dispose of or
obtain accurate quotations as to price of the Company's securities. In addition,
The  Securities  Enforcement  and  Penny  Stock  Reform  Act  of  1990  requires
additional  disclosure and  documentation  related to the market for penny stock
and for trades in any stock defined as a penny stock.

                                        8
<PAGE>


     (b) Approximate Number of Holders of Common Stock

     As of the date hereof,  a total of  28,600,000  of shares of the  Company's
Common  Stock  were  outstanding  and the  number  of  holders  of record of the
Company's common stock at that date was four. All of the Company's  shareholders
acquired their  respective  shares in the Company  during the Company's  initial
capitalization in 1988 and 1989. All of the issued and outstanding shares of the
Company's  common  stock  were  issued in  accordance  with the  exemption  from
registration afforded by Section 4(2) of the Securities Act of 1933, as amended.

     All of the shareholders of the Company have signed lock up agreements which
will prevent all of the common shares from being sold or transferred,  either in
the open market or in a private transaction, until the Company has consummated a
merger or acquisition and is no longer  classified as a shell  corporation under
applicable  federal or state  law.  The share  certificates  will be held by the
Company's  counsel until such merger or acquisition  has been  consummated.  Any
liquidation of the current shareholders after the release of the shares from the
lock up may have a depressive  effect upon the trading  prices of the  Company's
securities in any future market which may develop.

     (c) Dividends

     Holders of common stock are  entitled to receive  such  dividends as may be
declared by the Company's  Board of Directors.  No dividends on the common stock
were paid by the Company during the periods reported herein nor does the Company
anticipate paying dividends in the foreseeable future.

     (d) The Securities Enforcement and Penny Stock Reform Act of 1990

     The  Securities  Enforcement  and Penny Stock  Reform Act of 1990  requires
additional  disclosure and  documentation  related to the market for penny stock
and for trades in any stock  defined as a penny  stock.  Unless the  Company can
acquire  substantial  assets and trade at over $5.00 per share on the bid, it is
more likely  than not that the  Company's  securities,  for some period of time,
would be defined under that Act as a "penny stock." As a result, those who trade
in the Company's  securities may be required to provide  additional  information
related  to their  fitness to trade the  Company's  shares.  These  requirements
present a substantial  burden on any person or brokerage firm who plans to trade
the  Company's  securities  and would  thereby make it unlikely  that any liquid
trading  market  would  ever  result  in  the  Company's  securities  while  the
provisions of this Act might be applicable to those securities.

     (e) Blue Sky Compliance

     The trading of blank check  companies may be  restricted by the  securities
laws ("Blue Sky" laws) of the several states.  Management is aware that a number
of states currently  prohibit the unrestricted  trading of blank check companies
absent  the  availability  of  exemptions,  which are in the  discretion  of the
states' securities administrators.  The effect of these states' laws would be to
limit the  trading  market,  if any,  for the shares of the  Company and to make
resale of shares acquired by investors more difficult.

                                        9
<PAGE>


     The impact of these  Blue Sky laws is  considered  to be minimal  since the
Company  does not intend to qualify the  Company's  outstanding  securities  for
secondary  trading in any state until such time as an  acquisition or merger has
been consummated.

     (f) Investment Company Act of 1940

     The Company does not intend to engage in any  activities  which would cause
it to be classified as an "investment  company" under the Investment Company Act
of 1940, as amended. However, to the extent that the Company would inadvertently
become an investment  company  because of its  activities,  the Company would be
subjected to additional, costly and restrictive regulation.

Item 6. Management's Discussion and Analysis or Plan of Operation.

     Results of Operations

     The Company has generated no revenues from its operations  since inception.
Since the Company has not generated  revenues and has never been in a profitable
position, it operates with minimal overhead. The Company's primary activity will
be to seek an acquisition candidate.  As of the end of the reporting period, the
Company  has  concluded  no  acquisitions  and  has  spoken  with  no  potential
candidates.  The attempt to seek an acquisition  candidate or candidates will be
the primary focus of the Company's activities in the coming fiscal year.

     Liquidity and Capital Resources

     As of the end of the  reporting  period,  the  Company  had no cash or cash
equivalents.  There was no  significant  change in working  capital  during this
fiscal year.

     Management feels that the Company has inadequate  working capital to pursue
any business  opportunities  other than seeking an  acquisition  candidate.  The
Company will have minimal capital  requirements prior to the consummation of any
acquisition but can pursue an acquisition candidate.  Until a suitable candidate
is identified,  Mr. Greg Skufca will personally  provide the necessary funds for
the operation of the Company, which are expected to be minimal. There is no plan
to reimburse  Mr.  Skufca for any  advances.  The Company does not intend to pay
dividends in the foreseeable future.

Item 7. Financial Statements.

     The complete financial statements are included at Item 13 herein.

                                       10

<PAGE>

Item 8. Disagreements With Accountants on Accounting and Financial Disclosure.

          The Company did not have any disagreements on accounting and financial
     disclosures with its present accounting firm during the reporting period.


                                    PART III

Item  9.  Directors,   Executive  Officers,   Promoters,  and  Control  Persons;
          Compliance with Section 16(a) of the Exchange Act.

     The  Directors  and  Executive  Officers  of the  Company,  their  ages and
positions held in the Company as of November 30, 1996 are as follows:

NAME                       AGE                POSITION HELD
-----------                ---                -------------
Gregory W. Skufca           38                President and Director

Barney E. Carlson           56                Vice President and Director

William L. Skufca           66                Secretary, Treasurer, and Director

     The Company's  Directors  will serve in such capacity until the next annual
meeting of the  Company's  shareholders  and until  their  successors  have been
elected and  qualified.  The officers  serve at the  discretion of the Company's
Directors.  William L.  Skufca is the father of  Gregory W.  Skufca.  Otherwise,
there are no family  relationships  among the Company's  officers and directors,
nor are there any arrangements or understandings between any of the directors or
officers  of the  Company or any other  person  pursuant to which any officer or
director was or is to be selected as an officer or director.

     Messrs.  Gregory W. Skufca,  Barney E. Carlson and William L. Skufca should
be considered "parents" or "promoters" of the Company (as such terms are defined
under the Securities Act), inasmuch as each has taken significant  initiative in
founding  and  organizing  the  business  of  the  Company  and  because  of the
shareholdings and control positions held by each in the Company.

Gregory W.  Skufca.  Mr.  Skufca has been the  president  and a director  of the
Company  since  its   inception,   and  has  been  the  president  of  Financial
Communications Corp. (Financial Communications) since January, 1989. Mr. Skufca,
through Financial Communications,  advises public and private investors, assists
in the  obtaining  and  structuring  of venture  capital  financing  and assists
companies in their public relations.  Previous to Financial Communications,  Mr.
Skufca  served as a loan  officer and  consultant  with  Skufca-Meyer  Financial
Corp., Lakewood,  Colorado,  May, 1987, until January, 1989.  Skufca-Meyer was a
small,  privately-held  Denver area lender specializing in residential mortgages

                                       11
<PAGE>


and corporate  financing,  but is no longer in business.  From May, 1985,  until
May, 1987, Mr. Skufca was employed as an independent sales  representative  with
Charles Milne and  Associates,  Denver,  Colorado,  a  privately-held  wholesale
office  furniture and supply company.  Previous to that he was employed as a new
home  salesman  with  Skufca and Shelton  Company,  Denver,  Colorado,,  between
October, 1984, and May, 1985. This entity is also no longer in business. None of
these  companies or any other company with which Mr.  Skufca is affiliated  will
provide  services for the Company.  There is no written policy of the Company to
this effect.  However,  Mr.  Skufca has  indicated his intention not to have any
company with which he is or has been associated,  including,  but not limited to
Financial  Communications  Corp.,  provide  services  while he is an officer and
director.  Mr. Skufca has also been  involved in several blank check  offerings.
See Previous Blank Check Offerings.

     Mr.  Skufca earned a bachelor's  degree from the  University of Colorado at
Boulder in 1980 and has attended numerous seminars in financial  planning,  real
estate, and marketing.  He was licensed with the NASD as a sales agent but is no
longer  licensed.  Mr. Skufca is currently  devoting  approximately 15 hours per
month to the affairs of the Company.

Barney E. Carlson.  Mr.  Carlson has been the vice president and director of the
Company since its inception and has been employed with Yuba College,  Yuba City,
California,  since 1971.  Since 1980,  Mr.  Carlson  has been an  instructor  in
business law, introduction to business,  supervision,  business math, and career
planning. He has also conducted seminars for Yuba College on business valuation,
communications  skills and supervision  techniques.  Since 1978, Mr. Carlson has
also been employed by Western Practice Sales, a privately-held  corporation,  in
Yuba City,  California,  as a broker,  appraiser  and  consultant  to veterinary
businesses. Mr. Carlson has also been involved in several blank check offerings.
See Previous Blank Check Offerings.

     Mr.  Carlson  served in the U.S.  Army between  1963 and 1965.  He earned a
Master  of  Arts  in  Business  from  the  University  of  Redlands,   Redlands,
California, in 1971 and a Bachelor of Science in Business from the University of
Colorado at Boulder in 1968.  Mr.  Carlson is involved with  numerous  community
groups, including the Boy Scouts, 20-30 Club International, Young Life and Right
to Life.  Mr.  Carlson  plans to devote  approximately  5 hours per month to the
affairs of the Company.

William L. Skufca.  Mr. Skufca has been the secretary,  treasurer and a director
of the Company since its inception and was president of  Skufca-Meyer  Financial
Corporation of Lakewood, Colorado, from 1986 until January, 1989. This entity is
no longer in business. Mr. Skufca is currently the president of Surety Mortgage,
a small real estate mortgage  company  specializing  in convention,  FHA and HUD
financing.  Mr. Skufca was also the president of Skufca and Company,  Littleton,
Colorado,  from 1985 until June of 1988, when the corporation  ceased  business.
This  corporation  was  a  small,   privately-held   Denver  area  real  estate,
construction  and  remodeling  firm.  Between  1957 and  1985,  Mr.  Skufca  was
secretary of Skufca and Shelton Company,  Inc., of Littleton,  Colorado.  Skufca
and Shelton was a small, privately-held Denver area custom home builder which is
no longer in business.  Mr. Skufca has also been involved in several blank check
offerings. See Previous Blank Check Offerings.

                                       12
<PAGE>


     Mr.  Skufca holds a BSBA from the  University of Denver and a Colorado real
estate broker's license.  He plans to devote as much time as may be necessary to
fulfill his responsibilities to the Company.

     Previous Blank Check Offerings

     Knight Natural Gas, Inc.

     From  August,  1994 to  August,  1996,  Mr.  Gregory  Skufca  served as the
President  and a Director.  This company  raised no funds but  acquired  certain
defined  assets on August 26,  1996,  of  Sedcore  Exploration  Company  Limited
("Sedcore")  in exchange for 5,000,000  common shares of the Company.  On August
27,  1996,  the  Company  entered  into an  additional  acquisition  of  certain
additional  defined assets of Sedcore in exchange for 8,500,000 common shares of
the  Company.  The  Company's  name was changed to "Kalan Gold  Corporation"  in
November, 1996. Mr. Skufca ceased to be an officer, director and an affiliate of
this company in August, 1996 but remains an non-affiliate shareholder.

     Marantha II, Inc.

     This company made a public offering in February,  1988 and raised $180,000.
Messrs.  Gregory  W. and  William  L.  Skufca  served  as  directors  and as the
president and  secretary,  respectively,  of Marantha from its inception in 1987
until its acquisition by Equity Financial Group,  Inc. in 1988. They have ceased
all direct  and  indirect  affiliations  with this  corporation,  other than the
non-affiliate shareholdings which they continue to hold.

     Parle' International, Inc.

     This company made a public  offering in August,  1988 and raised  $200,000.
Messrs.  Gregory W. Skufca,  Barney E. Carlson and William L. Skufca  previously
served  as  directors  and as  the  president,  vice  president  and  secretary,
respectively,  of Parle'.  They have ceased all direct or indirect  affiliations
with Parle'  after its  acquisition  of Vision in October,  1988.  None of these
individuals  continue  to hold  shares in  Parle'.  This  company  now trades as
Indenet (trading symbol INDE) on NASDAQ.

     Kiwi III, Ltd.

     This company made a public offering in November,  1988 and raised $150,000.
Mr.  Gregory W.  Skufca was  president  and a director  of Kiwi,  Mr.  Barney E.
Carlson was the vice-president and a director, and Mr. William L. Skufca was the
secretary/treasurer  and a director from Kiwi's  inception until its acquisition
by Beat the House in  October,  1989.  At that time,  they  ceased all direct or
indirect  affiliations  with the  corporation  and have no  shareholdings.  This
company now trades on NASDAQ as Petro Union (trading symbol PTRUQ).

                                       13
<PAGE>


     Focus V

     This company made a public offering in January,  1989 and raised  $225,000.
Mr.  Gregory W. Skufca was  president  and a director of Focus V. Mr.  Barney E.
Carlson was the vice-president and a director, and Mr. William L. Skufca was the
secretary/treasurer  and a director from Focus'  inception until its acquisition
by Work Recover  (trading  symbol WRCI) in December,  1989.  At that time,  they
ceased all direct or  indirect  affiliations  with the  corporation  and have no
shareholdings.  This company currently trades on the NASDAQ Electronic  Bulletin
Board.

     Plantation

     This company made a public offering in October,  1989 and raised  $150,000.
Mr. Gregory Skufca previously served Plantation  Capital Corp. as a director and
as president/treasurer, and has served in these capacities from the inception of
the  corporation  in August of 1988 to 1990.  This  company was acquired and Mr.
Skufca no longer has any  involvement  with the new  entity.  This  company  now
trades as Forestry  International (trading symbol FYNI) on the NASDAQ Electronic
Bulletin Board.

Item 10. Executive Compensation.

     None of the Company's  officers and/or  directors  receive any compensation
for their respective  services  rendered to the Company,  nor have they received
such compensation in the past. They all have agreed to act without  compensation
until authorized by the Board of Directors, which is not expected to occur until
the Registrant has generated revenues from operations.  Any compensation will be
dependent  upon a combination  of factors,  including  the  percentage of time a
person  devotes to the business of the  Registrant,  experience,  ability of the
Registrant to pay, and other items.

     The Company has no  retirement,  pension,  profit  sharing,  stock  option,
insurance or other similar programs.

Item 11. Security Ownership of Certain Beneficial Owners and Management.

     The following sets forth the number of shares of the  Registrant's  $0.0001
par value common stock beneficially owned by (i) each person who, as of November
30, 1996,  was known by the Company to own  beneficially  more than five percent
(5%) of its common stock;  (ii) the  individual  Directors of the Registrant and
(iii) the Officers and Directors of the Registrant as a group.

                                       14
<PAGE>


Name and Address                     Amount and Nature of             Percent of
of Beneficial Owner                  Beneficial Ownership (1)(2)      Class
-------------------                  ---------------------------      ----------

Gregory W. Skufca(3)                      20,000,000                     69.9%
2191 W. Dry Creek Rd.
Littleton, CO 80120

Barney E. Carlson                            100,000                      0.3%
433 Ridge Road
Yuba City, CA 95991

William L. Skufca(3)                       7,000,000                     24.5%
620 Front Range Road
Littleton, CO 80120

All Officers and Directors as a Group     27,100,000                     94.7%
(three persons)

(1)  All ownership is beneficial and on record, unless indicated otherwise.

(2)  Beneficial  owners listed above have sole voting and investment  power with
     respect to the shares shown, unless otherwise indicated.

(3)  Gregory W. Skufca is the son of William L. Skufca.

All of the  shareholders  of the Company,  which consist of four  persons,  have
signed lock up agreements which will prevent all of the common shares from being
sold or  transferred,  either in the open  market  or in a private  transaction,
until the  Company  has  consummated  a merger or  acquisition  and is no longer
classified as a shell  corporation  under  applicable  federal or state law. The
share  certificates  will be held by the Company's  counsel until such merger or
acquisition has been  consummated.  Any liquidation of the current  shareholders
after the  release of the shares from the lock up may have a  depressive  effect
upon the trading  prices of the Company's  securities in any future market which
may develop.

Item 12. Certain Relationships and Related Transactions.

     There have been no related party transactions, or any other transactions or
relationships required to be disclosed pursuant to Item 404 of Regulation S-B.

                                       15
<PAGE>


                                     PART IV

Item 13. Exhibits and Reports on Form 8-K.

     (a) The following financial information is filed as part of this report:

          (1)  Financial Statements

          (2)  Schedules

          (3)  Exhibits. The following exhibits required by Item 601 to be filed
               herewith  are  incorporated  by  reference  to  previously  filed
               documents:

                                                            Exhibit number to
Item 601                                                  Registration Statement
Exhibit No.                Description                         on Form 10-SB

    3A                     Articles and Bylaws                       +

    3B                     Articles of Amendment                     +

   10A                     Lock Up Agreement (G Skufca)              +

   10B                     Lock Up Agreement (R. Johnson)            +

   10C                     Lock Up Agreement (W. Skufca)             +

   10D                     Lock Up Agreement (B Carlson)             +

+ Previously filed.


          (b)  Reports  on Form 8-K.  The  Company  filed no reports on Form 8-K
     during the fourth quarter of the fiscal year ended November 30, 1996.

                                       16

<PAGE>

                              H A SPINNAKER, INC.
                         (A Development Stage Company)

                              Financial Statements

                               November 30, 1996
                                   (audited)
<PAGE>


                                    CONTENTS



                                                       Page

INDEPENDENT AUDITORS' REPORT                           F-1

BALANCE SHEET                                          F-2

STATEMENTS OF LOSS AND ACCUMULATED DEFICIT             F-3

STATEMENTS OF CASH FLOWS                               F-4

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)            F-5

NOTES TO FINANCIAL STATEMENTS                          F-6 to F-8
<PAGE>


                          INDEPENDENT AUDITORS' REPORT



The Board of Directors and Stockholders
of H A Spinnaker, Inc.


We have audited the accompanying balance sheet of H A Spinnaker,  (a development
stage company) as of November 30, 1996,  and the related  statements of loss and
accumulated deficit,  cash flows, and stockholders' equity (deficit) for each of
the two years then ended, and for the period from Inception (September 28, 1988)
to November 30, 1996. These financial  statements are the  responsibility of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audit.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of H A  Spinnaker,  Inc. as of
November 30, 1996, and the results of its operations and its cash flows for each
of the two years then ended,  and for the period from  inception  (September 28,
1988) to November 30, 1996, in conformity  with  generally  accepted  accounting
principles.

As discussed in Note 6, there is substantial  doubt about the Company's  ability
to continue as a going concern. The Company has no working capital with which to
fund its  activities and evaluate  merger  candidates.  Management's  plans with
respect  to  funding  future  operations  are also  discussed  in Note 6.  These
financial  statements do not include any  adjustments  which may be necessary if
the Company is unable to continue in existence.


Aurora, Colorado
February 24, 1997

                                        PROFESSIONAL CORPORATION

                                      F-1
<PAGE>

                              H A SPINNAKER, INC.
                         (A Development Stage Company)
                                 BALANCE SHEET
                               November 30, 1996
                                   (audited)

       ASSETS

CURRENT ASSETS ...................................................     $   --


OTHER ASSETS .....................................................         --
                                                                       --------
TOTAL ASSETS .....................................................     $   --
                                                                       ========

       LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


CURRENT LIABILITIES
        Accounts payable - related party .........................     $  4,141
        Accounts payable .........................................         --
                                                                       --------
Total current liabilities ........................................        4,141

STOCKHOLDERS' EQUITY (DEFICIT)
        Common stock, $0.0001 par value, 1,000,000,000
                shares authorized; 28,600,000 shares issued
                and outstanding ..................................        2,860
        Preferred stock, $0.001 par value, 100,000,000
                shares authorized; no shares issued and
                outstanding ......................................         --
        Additional paid-in capital ...............................       37,212
        Deficit accumulated during the development stage .........      (44,213)
                                                                       --------
Total stockholders' equity (deficit) .............................       (4,141)
                                                                       --------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) .............     $   --
                                                                       ========

    The accompanying notes are an integral part of the financial statements.

                                      F-2

<PAGE>

                              H A SPINNAKER, INC.
                         (A Development Stage Company)
                   STATEMENTS OF LOSS AND ACCUMULATED DEFICIT
<TABLE>
<CAPTION>
                                         Period
                                         September
                                         28, 1988         Year             Year
                                         (Inception)      ended            ended
                                         to November      November         November
                                         30, 1996         30, 1996         30, 1995
                                         ----------       ----------       ---------- 
<S>                                      <C>              <C>              <C>       
REVENUES
   Investment income                     $      393       $        -       $        -

EXPENSES
   Wages                                     25,000                -                -
   Rent                                       7,200                -                -
   Legal and accounting                      11,906              869            2,747
   Amortization                                 500                -                -
                                         ----------       ----------       ---------- 

      Total expenses                         44,213              869            2,747
                                         ----------       ----------       ---------- 

NET LOSS                                    (44,213)             869           (2,747)

Accumulated deficit
   Balance, beginning of period                   -           43,344          (40,597)
                                         ----------       ----------       ---------- 

   Balance, end of period                $  (44,213)      $  (44,213)      $  (43,344)
                                         ==========       ==========       ==========

NET LOSS PER SHARE                       $     (NIL)      $     (NIL)      $     (NIL)
                                         ==========       ==========       ==========

WEIGHTED AVERAGE NUMBER OF SHARES
     OUTSTANDING                         28,600,000       28,600,000       28,600,000
                                         ==========       ==========       ==========
</TABLE>
    The accompanying notes are an integral part of the financial statements.

                                      F-3
<PAGE>

                              H A SPINNAKER, INC.
                         (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                         Period
                                         September
                                         28, 1988         Year             Year
                                         (Inception)      ended            ended
                                         to November      November         November
                                         30, 1996         30, 1996         30, 1995_
                                         ---------       ----------        --------- 
<S>                                      <C>              <C>              <C>       
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                              $ (44,213)       $    (869)       $  (2,747)
   Noncash items included in net loss:
      Amortization                             500                -                -
      Rent                                   2,918                -                -
      Wages                                 23,054                -                -
      Stock issued for services              2,000                -                -
   Changes in:
      Current liabilities                    4,141              869            2,747
                                         ---------       ----------        --------- 

         Net cash used by operating
            activities                     (11,600)               -                -

CASH FLOWS FROM INVESTING ACTIVITIES
   Increase in organization costs             (500)               -                -
                                         ---------       ----------        --------- 

         Net cash used by investing
            activities                        (500)               -                -

CASH FLOWS FROM FINANCING ACTIVITIES
   Issuance of common stock to founding
      shareholders                          12,100                -                -

         Net cash provided by financing
            activities                      12,100                -                -
                                         ---------       ----------        --------- 

         Net change in cash                      -                -                -

Cash, beginning of period                        -                -                -
                                         ---------       ----------        --------- 

Cash, end of period                      $       -       $        -        $       -
                                         =========       ==========        =========
</TABLE>
    The accompanying notes are an integral part of the financial statements.

                                      F-4
<PAGE>

                              H A SPINNAKER, INC.
                         (A Development Stage Company)
                  STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
    For the period from inception (September 28, 1988) to November 30, 1996
<TABLE>
<CAPTION>
                                                                                                    Deficit          Total
                                       Common stock                                                 accumulated      stock-
                                       ---------------------       Additional     Stock             during the       holders'
                                       Number of                   paid-in        subscriptions     development      equity
                                       shares         Amount       capital        receivable        stage            (deficit)
                                       ------         ------       ----------     -------------     -----------      ---------
<S>                                    <C>            <C>          <C>            <C>               <C>              <C>      
Issuance of common stock
for services, September 28, 1988
 ($0.0001 per share)                   20,000,000     $ 2,000      $      -       $      -          $       -        $   2,000

Net loss for the period 
ended November 30, 1988                         -           -             -              -             (4,825)          (4,825)
                                       ----------     -------      -------        -------           --------         ---------
Balances, November 30, 1988            20,000,000       2,000             -              -             (4,825)          (2,825)

Issuance of common stock 
for cash, November 1, 1989
($0.001 per share)                      7,100,000         710         6,390           (100)                 -            7,000

Issuance of common stock
for cash, November 6, 1989
($0.003333 per share)                   1,500,000         150         4,850         (5,000)                 -                -

Net loss for the year 
ended November 30, 1989                         -           -             -              -            (16,900)         (16,900)
                                       ----------     -------      -------        -------           --------         ---------
Balances, November 30, 1989            28,600,000       2,860        11,240         (5,100)           (21,725)         (12,725)

Receipt of stock subscriptions                  -           -             -          5,100                  -            5,100

Related party services forgiven                 -           -        25,972              -                  -           25,972

Net loss for the year 
ended November 30, 1990                         -           -             -              -            (17,265)         (17,265)
                                       ----------     -------      -------        -------           --------         ---------
Balances, November 30, 1990            28,600,000       2,860        37,212              -            (38,990)           1,082

Net loss for the year ended
 November 30, 1991                              -           -             -              -               (907)            (907)
                                       ----------     -------      -------        -------           --------         ---------
Balances, November 30, 1991            28,600,000       2,860        37,212              -            (39,897)             175
</TABLE>
                                  (CONTINUED)
<PAGE>

                              H A SPINNAKER, INC.
                         (A Development Stage Company)
                  STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
    For the period from inception (September 28, 1988) to November 30, 1996
<TABLE>
<CAPTION>
                                                                                                    Deficit          Total
                                       Common stock                                                 accumulated      stock-
                                       ------------                Additional     Stock             during the       holders'
                                       Number of                   paid-in        subscriptions     development      equity
                                       shares         Amount       capital        receivable        stage            (deficit)
                                       ------         ------       -------        ----------        -----            ---------
<S>                                    <C>            <C>          <C>            <C>               <C>              <C>      
Balances, November 30, 1991            28,600,000     $ 2,860      $ 37,212       $        -        $ (39,897)       $     175

Net loss for the year 
ended November 30, 1992                         -           -             -                -             (100)            (100)
                                       ----------     -------      -------        -------           --------         ---------
Balances, November 30, 1992            28,600,000       2,860        37,212                -          (39,997)              75

Net loss for the year 
ended November 30, 1993                         -           -             -                -              (75)             (75)
                                       ----------     -------      -------        -------           --------         ---------
Balances, November 30, 1993            28,600,000       2,860        37,212                -          (40,072)               -

Net loss for the year 
ended November 30, 1994                         -           -             -                -             (525)            (525)
                                       ----------     -------      -------        -------           --------         ---------
Balances, November 30, 1994            28,600,000       2,860        37,212                -          (40,597)            (525)

Net loss for the year 
ended November 30, 1995                         -           -             -                -           (2,747)          (2,747)
                                       ----------     -------      -------        -------           --------         ---------
Balances, November 30, 1995            28,600,000       2,860        37,212                -          (43,344)          (3,272)

Net loss for the period 
ended November 30, 1996                         -           -             -                -             (869)            (869)
                                       ----------     -------      -------        -------           --------         ---------
Balance, November 30, 1996             28,600,000     $ 2,860      $ 37,212         $      -        $ (44,213)       $  (4,141)
                                       ==========     =======      ========         =======         =========        ========= 
</TABLE>
    The accompanying notes are an integral part of the financial statements.

                                      F-5
<PAGE>

                              H A SPINNAKER, INC.
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                               November 30, 1996

1.   Summary of Significant Accounting Policies

     Development stage activities
     The  Company  was  incorporated  under the laws of the State of Colorado on
     September  28,  1988  and  has  been in the  development  stage  since  its
     formation. It has been formed to seek potential business acquisitions.  Its
     activities to date have been limited to organizational  efforts and raising
     capital.  At the present time, the Company has not selected any business or
     property in which to invest.

     Accounting Method
     The Company records income and expenses on the accrual method.

     Fiscal Year
     The Company has selected a November 30 fiscal year end.

     Deferred Offering Costs
     Costs  associated  with an abandoned  public  offering have been charged to
     operations during fiscal year end 1991.

     Loss Per Share
     Loss per share was computed  assuming all shares  outstanding at the end of
     the period were outstanding during the entire period.

     Organization Costs
     The Company amortized organization costs over a sixty-month period.

     Financial Instruments
     Unless  otherwise  indicated,  the fair  value of all  reported  assets and
     liabilities which represent  financial  instruments (none of which are held
     for trading purposes) approximate the carrying values of such amount.

     Statement of Cash Flows
     For purposes of the statement of cash flows,  the Company  considers highly
     liquid debt instruments purchased with an original maturity of three months
     or less to be cash equivalents.

     Use of Estimates
     The  preparation of the Company's  financial  statements in conformity with
     generally accepted accounting  principles requires the Company's management
     to make estimates and assumptions  that effect the amount reported in these
     financial  statements and accompanying  notes.  Actual results could differ
     from those estimates.

                                      F-6
<PAGE>

                              H A SPINNAKER, INC.
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                               November 30, 1996

2.   Stockholders' Equity
     As of November 30, 1996,  28,600,000  shares of the  Company's  $0.0001 par
     value common stock were issued to the Company's initial shareholders, along
     with  286,000,000  Class A common  stock  purchase  warrants.  Each Class A
     warrant  entitles  the  holder to  purchase  one share of common  stock for
     $0.02.  The number of shares of common stock  issuable upon exercise of the
     Class A warrants are  adjustable  upon the  occurrence  of certain  events,
     including   shareholder   distributions,    stock   splits,   combinations,
     recapitalization,  mergers,  or  reorganizations.  The Company reserves the
     right to call any or all of the warrants  upon 30 days written  notice at a
     redemption price of $0.00001 per warrant. The warrants expire July 1, 1998.

     The Company is authorized to issue up to  100,000,000  shares of its $0.001
     par value,  preferred  stock.  The preferred stock may be issued in series,
     from  time  to  time  with  such  designation,   rights,   preferences  and
     limitations  as the Board of Directors may determine by  resolution.  As of
     November 30, 1996, no preferred stock has been issued.

3.   Related Party Transactions
     The  Company's   three   directors   are  also  the   Company's   principal
     shareholders. The directors own 27,100,000 shares (94.8% of the outstanding
     shares) and 271,000,000 Class A warrants. See Note 2.

     A salary of $23,000 was accrued for wages owed the Company's  President and
     director from inception to August 1990 for his services  associated with an
     abandoned  public  offering.  A total of $4,228 was paid during fiscal year
     ended  November 30, 1991.  The balance has been  designated  as  additional
     paid-in capital.

     The Vice-president of the Company is providing office space at no charge to
     the Company.  For  purposes of the  financial  statements,  the Company has
     accrued $400 per month as additional  paid-in  capital for this use through
     March 31, 1990. No accrual has been made since that time as the Company was
     inactive.

4.   Supplemental Disclosure of Non-cash Financing Activities
     As mentioned in Note 3, the Company has incurred  $7,200 since inception in
     rent  expense  and  $18,772  in  unpaid  wages,  both of  which  have  been
     designated as additional paid-in capital.

     The Company issued  20,000,000  shares of its common stock and  200,000,000
     Class A warrants to its president at inception for services  provided which
     have been valued at $2,000.

                                      F-7
<PAGE>

                              H A SPINNAKER, INC.
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                               November 30, 1996

5.   Income Taxes
     The Company has net operating loss  carryforwards of approximately  $44,000
     expiring  between  2003 and 2011.  The tax  benefit of these net  operating
     losses,  which  total  approximately  $6,600,  has  been  offset  by a full
     allowance  for  realization.  This  carryforward  may be  limited  upon the
     consummation of a business combination under IRC Section 381.

6.   Going Concern
     The  Company  has no assets  with  which to fund its  operations,  creating
     substantial  doubt  about the  Company's  ability  to  continue  as a going
     concern.  The  Company's  business plan calls for the  registration  of its
     common  stock and the  subsequent  search for and  evaluation  of potential
     merger  candidates.  Management intends to advance funds to the Company for
     the costs of registration and evaluation of candidates until such time as a
     merger candidate may be located.

                                      F-8
<PAGE>


                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the  Securities  Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.


                                            HA Spinnaker, Inc.



Dated:  2/26/97                             By: /s/ Gregory W. Skufca
                                            --------------------------
                                                Gregory W. Skufca
                                                President


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


                                            CHIEF FINANCIAL OFFICER



Dated: 2/26/97                              By: /s/ William L. Skufca
                                            --------------------------
                                               William L. Skufca
                                               Treasurer

                                            SECRETARY


Dated: 2/26/97                              By: /s/ William L. Skufca
                                            --------------------------
                                               William L. Skufca
                                               Secretary

                                       17
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-KSB

                                    EXHIBITS
                                       TO
                               HA Spinnaker, Inc.

                                       18
<PAGE>


                                INDEX TO EXHIBITS


  Exhibit                                                           Page or
  Number                     Description                         Cross Reference

    3A                     Articles and Bylaws                         +

    3B                     Articles of Amendment                       +

   10A                     Lock Up Agreement (G Skufca)                +

   10B                     Lock Up Agreement (R. Johnson)              +

   10C                     Lock Up Agreement (W. Skufca)               +

   10D                     Lock Up Agreement (B Carlson)               +

+ Previously filed.

                                       19