SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)

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

[X]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934 [No Fee Required]

        For the transition period from July 1, 1996 to December 31, 1996

                           Commission File No. 33-8964

                           AM-PAC INTERNATIONAL, INC.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)

         Nevada                                          16-1260971
--------------------------------            ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                      431 East Central Boulevard, Ste. 900
                                Orlando, FL 32801
               ---------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, Include Area Code:  (407) 841-1350

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

       Title of Each Class             Name of Each Exchange on Which Registered
       -------------------             -----------------------------------------
             None                                       None


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

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

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past twelve (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 ninety (90)
days. Yes  X  No
         -----  -----

     Check  if  disclosure  of  delinquent  filers  in  response  to Item 405 of
Regulation S-B is not contained in this form, and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [X]

     The issuer's revenues for its most recent fiscal year were $65,991.

     As of April 11, 1997,  7,940,522  shares of common stock of the  Registrant
were  outstanding.  As of such date,  the  aggregate  market value of the common
stock held by  non-affiliates,  based on the  average bid and asked price on the
NASD Bulletin Board, was approximately $1,029,360.80.

                       DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the Registrant's  definitive annual information statement to be
filed within 120 days of the  Registrant's  fiscal year ended  December 31, 1996
are incorporated by reference into Part III.

     Transitional Small Business Disclosure Format: Yes     No  X
                                                       -----  -----
<PAGE>
                                TABLE OF CONTENTS

                                                                         Page
                                                                         ----

PART I

     ITEM  1.  DESCRIPTION OF BUSINESS.............................        1
     ITEM  2.  DESCRIPTION OF PROPERTIES...........................        2
     ITEM  3.  LEGAL PROCEEDINGS...................................        2
     ITEM  4.  SUBMISSION OF MATTERS TO A VOTE
               OF SECURITY HOLDERS.................................        2

PART II

     ITEM  5.  MARKET FOR COMMON EQUITY AND
               RELATED STOCKHOLDER MATTERS.........................        3
     ITEM  6.  MANAGEMENT'S DISCUSSION AND ANALYSIS................        3
     ITEM  7.  FINANCIAL STATEMENTS................................        6
     ITEM  8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
               ON ACCOUNTING AND FINANCIAL DISCLOSURE..............        6

PART III

     ITEM  9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
               AND CONTROL PERSONS; COMPLIANCE WITH
               SECTION 16(a) OF THE EXCHANGE ACT...................        7
     ITEM 10.  EXECUTIVE COMPENSATION..............................        7
     ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
               OWNERS AND MANAGEMENT...............................        7
     ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS......        8
     ITEM 13.  EXHIBITS AND REPORTS OF FORM 8-K....................        9

SIGNATURES.........................................................       10
FINANCIAL STATEMENT................................................      F-1

<PAGE>
                                     PART I


     This Form 10-KSB contains forward looking  statements within the meaning of
Section 27A of the  Securities  Act of 1933 and  Section  21E of the  Securities
Exchange Act of 1934. The Company's  actual result could differ  materially from
those set forth in the forward  looking  statements.  Certain factors that might
cause such a difference  are  discussed in the Section  entitled  "Certain  Risk
Factors  Affecting  Future  Operating  Result"  beginning on page 5 of this Form
10-KSB.

ITEM 1. DESCRIPTION OF BUSINESS

     Am-Pac  International,  Inc. (the "Company"),  a Nevada  corporation is the
surviving  corporation of a merger with Captain  Tony's Pizza,  Inc., a New York
corporation  (CTP).  The  Company  was  incorporated  on October 4, 1996 for the
purpose of effecting the merger. Simultaneous with the merger, the shares of CTP
were reversed on a 1:20 basis.

     On December 31,  1996,  the Company  acquired  all of the capital  stock of
Pacific Foods,  Inc., a British Virgin Islands  corporation  (PFI) for 7,000,000
shares of the  Company's  common stock.  PFI is actively  pursuing the sourcing,
licensing  and promotion of the U.S. food  (particularly  fast food),  and other
products in the People's Republic of China.

     On December 5, 1996, the Company  incorporated  Captain Tony's Pizza,  Inc.
(NCTP)  under the laws of the State of Nevada.  On December  16, 1996 all of the
assets of the pizza franchising operations were contributed to NCTP.

     On December 30, 1996, the Company  incorporated  Am-Pac  Investments,  Inc.
under the laws of the State of  Florida  (APII).  On  December  30,  1996,  APII
acquired  two parcels of real estate in Orlando on which is located a restaurant
bar and parking lot.

     On December 31, 1996, the Company  executed a two-year lease with an option
to buy certain operating assets of T&P Investments,  Inc. a Florida corporation,
doing business as the Frat House. The Frat House is a restaurant/bar  located in
Orlando, Florida on the real estate acquired by APII on December 30, 1996.

     The  Company is  presently  engaged in two active  lines of  business:  the
franchising  of  Captain  Tony's  Pizza   operations  and  the  operation  of  a
restaurant/bar  in  Orlando,  Florida.  In  addition,  the  Company is  actively
exploring the development of U.S. fast food franchises in the People's  Republic
of China (PRC).

     The Company currently has eleven franchises  operating Captain Tony's Pizza
restaurants.  These restaurants are principally take out and delivery operations
and sell a variety of items including pasta, chicken wings, submarine sandwiches
and pizza.  Of the eleven  franchises,  one is located in the State of New York,
one  in  Pennsylvania,  one in  Arizona,  and  one in  Orlando.  There  are  two
franchises  in  California  and England.  There are three  franchises in Ohio. A
franchise  generally  pays a royalty for the use of the Captain  Tony's name and
recipes  ranging  from  $100-$400  per  week.   Franchisees  conduct  their  own
advertising  and  promotion  programs  and  therefore  do  not  pay  advertising
royalties. The restaurant located in Rochester, New York and owned by an officer
and director of the Company does not pay royalties.

     As of January 1, 1997,  the Company  took over the  operations  of the Frat
House,  a  restaurant/bar  located in Orlando,  Florida.  This  facility  caters
principally to college  students and features a full line of beer,  wine,  mixed
drinks and a short  order,  snack type menu.  The  restaurant  has various  game
tables, a dance floor and other  recreational  activities.  The Company plans to
re-do this  restaurant/bar  and make it the flag ship facility of a chain called
"Headlightz".


     The  Company  is  actively  exploring  the  development  of U.S.  fast food
franchise  outlets in the PRC.  Although the Company has had  numerous  meetings
with various  franchisors  in the United States and inspected  sites in the PRC,


                                        1
<PAGE>
there are no franchise agreements which have been executed.  However, by the end
of calendar year 1997,  the Company hopes to have its first  franchise  facility
opened in the PRC.

ITEM 2. PROPERTIES

     The  Company's  executive  officers are located at 431 East Central  Blvd.,
Ste. 900, Orlando,  Florida 32801.  These premises consist of 3,000 square feet.
This space is provided to the Company by a related  party,  free of charge.  The
related party's lease expires on December 31, 1998.

     The  Company  also owns  approximately  8 acres of real  estate in Orlando,
Florida.  Part of this property is occupied by the Frat House,  a restaurant and
bar,  the  operating  assets  of which  have  been  leased  for two years by the
Company.

ITEM 3. LEGAL PROCEEDINGS

     None

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

     At a special meeting of the  shareholders of CTI on September 18, 1996, the
shareholders  approved the  acquisition  of Pacific  Foods Limited for 7,000,000
post reverse common shares, the acquisition of Leisureshare International P.L.C.
for  2,500,000  post  reverse  common  shares  and  15,528  shares  of  Series A
Convertible  Preferred Stock, (a transaction  that was subsequently  rescinded),
changing  the state of  incorporation  from New York to Nevada,  a change in the
corporate name to Am-Pac International, Inc.; a one-for-twenty reverse split and
the election of new directors.


                                        2
<PAGE>
                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

     The  Company's  shares of common stock are traded on the NASDAQ  Electronic
Bulletin  Board under the symbol  AMPC.  On April 11, 1997 the bid price for the
Company's common stock was $1.250 per share.  However, the trading market in the
Company's  common stock is both limited and sporadic.  The following  table sets
forth the high and low bid price per  share of the  Company's  common  stock for
each  quarterly  period.  All prices  where  appropriate  have been  adjusted to
reflect the 1:20 reverse split following the Company's  redomicile to Nevada and
changing  its name on October 4, 1996.  These  quotations  reflect  inter dealer
prices  without retail  markup,  mark down or commissions  and may not represent
actual transactions.

                         1996                        1995
                   ------------------         ------------------
                    High        Low            High         Low
                   ------      ------         ------      ------
First Quarter      $ 1.60      $  .60         $ 3.60      $ 1.80
Second Quarter     $ 1.40      $  .60         $ 4.00      $ 1.20
Third Quarter      $ 5.00      $  .60         $ 2.60      $ 1.20
Fourth Quarter     $ 4.00      $ 1.25         $ 1.60      $  .80

Record Holders

     As of April 15, 1997, there were  approximately  7,940,522 record owners of
the common stock of the Company.

Dividends

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

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     This Form 10-KSB contains  forward  looking  statements with the meaning of
Section 27A of the  Securities  Act of 1933 and  Section  21E of the  Securities
Exchange Act of 1934. The Company's actual results could differ  materially from
those set forth in the forward  looking  statements.  Certain factors that might
cause such a difference  are  discussed in the section  entitled  "Certain  Risk
Factors  Affecting  Future Operating  Results"  beginning on page 5 of this Form
10-KSB.

     Am-Pac  International,  Inc. (the  "Company")  through its  subsidiaries is
engaged in the  franchising of pizza  restaurants and operations of a restaurant
and bar in Orlando, Florida.

     The Company is the successor to Captain Tony's Pizza, Inc. a franchisor and
operator of pizza  establishments.  As of December 31,  1996,  the Company had a
total of ten  franchisees,  eight  operating  Captain Tony's  restaurants in the
United  States and two in  England.  The Company  has no company  owned  stores.
Revenue is earned  from both an  initial  franchise  fee and an ongoing  royalty
based on a percentage of sales.

     The Company, as of December 31, 1996 leased certain operating assets of T&P
Investments,  Inc. a Florida  corporation  which  operates a  restaurant/bar  in
Orlando,  Florida  under  the name  "The  Frat  House".  The land on which  this
facility is located was acquired by the Company and  accounted  for as a pooling
of interest  and  therefore,  the rental  income  expense  for this  property is


                                        3
<PAGE>
included in income. However, the lease transaction was not a pooling of interest
and  because  it did not  occur  until  December  31,  1996,  the  result of its
operations are not included in the financial statements.

Results of Operations

     The following table sets forth for the periods indicated certain items from
the Consolidated Statements of Income expressed as a percentage of net revenue.

                                   Six Months Ended December 31,
                                   -----------------------------
                                     1996                1995
                                   -------             ---------

Franchise fees                       23.4%               41.0%
Equipment sales                         0%                4.9%
Rental property inc                  77.6%               46.0%
Commissions                             0%                8.1%
Net revenue                         100.0%              100.0%
                                    -----               -----

Cost of equipment                       0%                5.8%
Rental property expenses             57.4%               49.7%
General and administrative
 expenses                           353.3%               50.9%
                                    -----                ----

Net income                         (310.7)%              (6.4)%
                                   =======               =====

Six Months  Ended  December 31, 1996  Compared to Six Months Ended  December 31,
1995.

Revenues: Revenues for 1996 totalled $65,991 compared to revenues of $76,921 for
1995.  This decrease in revenue is  attributable  to a decline in franchise fees
because  of the  dispute  with the Ohio  franchise,  no  equipment  sales  and a
reduction  in  commission  and other income  which were  partially  offset by an
increase in rental property income.

Cost of food and equipment  sales: The cost of food and equipment sales for 1996
totalled $0 compared to costs of $4,441 for 1995. This decrease resulted because
there were no equipment sales in 1996.

Rental property  expenses:  Rental property  expenses for 1996 totalled  $37,850
compared to $38,196 for 1995. This slight decrease resulted from the elimination
of rent for the fourth  quarter  which was  partially  offset by higher  monthly
rentals for the first three quarters.

Operating,   general  and  administrative  expenses:   Operating,   general  and
administrative expenses for 1996 totalled $233,172 compared to $39,131 for 1995.
This  increase  resulted  from  administrative,  accounting  and legal  services
rendered in connection with the merger of CTP.

Net loss:  The net loss for 1996 was  $205,031  compared to a net loss of $4,847
for 1995. This increase in net loss is attributable to lower revenues and higher
operating, general and administrative expenses.


                                        4
<PAGE>
Year Ended June 30, 1996 Compared to Year Ended June 30, 1995.

Revenues:  Revenues for 1996 totalled  $162,963 compared to revenues of $220,142
for 1995.  This decrease in revenues is  attributable  to a decline in franchise
fees and  equipment  sales which were  partially  offset by  increases in rental
property income and commissions.

Cost of food and equipment  sales: The cost of food and equipment sales for 1996
totalled $4,441 compared to $76,885 for 1995. This decrease is the direct result
of decreased food and equipment sales.

Rental property  expenses:  Rental property  expenses for 1996 totalled  $76,792
compared to $76,885 for 1995, a decrease of $93, or virtually identical with the
prior period.

Operating,   general  and  administrative  expenses:   Operating,   general  and
administrative expenses for 1996 totalled $64,106 compared to $143,423 for 1995.
This decrease resulted  principally from a decline in payroll because of reduced
company sales and operations.

Net income (loss):  Net income for 1996 totalled  $17,634 compared to a net loss
of $49,104 for 1995. The improvement in the Company's net income is attributable
to a smaller loss on food and  equipment  sales and the  reduction of operating,
general and administrative expenses.

Liquidity and Capital Resource

     At December 31, 1996, the Company had a working  capital deficit of $95,626
and a cash  balance of $47,651 as compared  to working  capital of $19,203 and a
cash  balance  of  $47,839 at June 30,  1996.  The change in working  capital is
attributable  to an increase in accounts  payable  resulting  from the loss from
operations.

     At December 31, 1996,  the primary  obligation of the Company  consisted of
two  mortgage  notes  payable  totalling  $444,794  relating  to the real estate
acquisition and loans payable to a shareholder and stockholder  owned company of
$114,459. The one mortgage note for $389,331 which is collateralized by land and
a commercial  building  has an  adjustable  interest  rate  currently  stated at
9.625%, requires monthly interest and principal payments of $3,666 and is due in
June,  2017. The second  mortgage note for $55,463 carries a fixed interest rate
of 10%, is collateralized by land and a residential  building,  requires monthly
interest and principal payments of $657, and is due in June 2009.

     The  shareholder  and  shareholder  owned company loans are for $84,459 and
$30,000, respectively. Both notes are demand notes and carry an interest rate of
8% per annum.

     The Company is  actively  seeking  funds  through the sale of shares or the
placement  of debt to advance its business  objectives.  However,  to date,  the
Company has no commitments for any debt or equity  financing.  Although  without
additional  financing,  the  Company  will be unable  to  advance  its  business
objectives,  it has sufficient cash to meet its requirements for the next twelve
months.

Certain Risk Factors Affecting Future Operating Results

This Form  10-KSB  contains  forward  looking  statements  within the meaning of
Section 27A of the  Securities  Act of 1933 and  Section  21E of the  securities
Exchange Act of 1934. The Company's actual results could differ  materially from
those set forth in the forward  looking  statements.  Certain factors that might
cause such a difference  include the  following:  dependence  on key  personnel;
competition;  delays in  obtaining  additional  funding;  delays in  closing  or
payment on  contracts  occasioned  by  dealings  with  governmental  and foreign
entities; economic conditions affecting foreign currency exchange; international
political risks and foreign  governmental  control over the economy. In addition
to the foregoing, the following specific factors may affect the Company's future
operating results.

The Company is  currently  operating a  restaurant  and bar in Orlando,  Florida
which  has  a  large  college-student  clientele.  Along  with  leasing  certain
restaurant equipment,  the Company has entered into an agreement with the Lessor
which  provides  that the Lessor shall  maintain and provide the liquor and food
licensing  requirements.  The State of Florida  regulates  both  liquor and food


                                        5
<PAGE>
licensing and has historically  issued only a limited number of licenses.  There
is no  assurance  that the State will  maintain  its current  licensing  policy.
Additionally,  under its current  operations,  the Company is dependent upon the
Lessor's  participation in operations  relating to the maintenance of its liquor
and food licenses. While the Company anticipates continued operations,  there is
no assurance  that the liquor and food licenses will be  transferrable,  or that
any  application  for a new liquor  and/or food  license will be approved by the
State Regulatory Agency.

Although  the  Company is actively  exploring  the  development  of US fast food
franchises in the PRC certain risk factors attach to transactions in China.  The
Communist party has exercised and continues to exercise substantial control over
virtually ever sector of the Chinese economy through regulation, state ownership
and involvement of governmental party officials. The death of Deng Xiou Ping has
caused  political  uncertainty  and any  decision not to continue to support the
current economic reform program begun in 1978 would have a significant impact on
foreign investors and business opportunities.

ITEM 7. FINANCIAL STATEMENTS

     The  consolidated  financial  statements of the Company,  together with the
independent  auditors'  report thereon of H.J. Swart & Co. P.A. appears on pages
F-2 through F-17 of this report. See index to Financial  Statements on pages F-1
of this report.

ITEM 8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE

     For the transitional period ended December 31, 1996, and as a result of the
change in control,  the Company  changed its  independent  auditors from Mengel,
Metzger Barr & Co., L.L.P. to H.J. Swart & Company P.A.

     There were no disagreements with the prior accountants.


                                        6
<PAGE>
                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(a) OF THE EXCHANGE ACT

Information Regarding Present Directors and Executive Officers

     The  following  table  sets  forth  the  names,  and ages of the  executive
officers and directors of the Company and the current position held by each.

      Name            Age                          Title
--------------------  ---  -----------------------------------------------------

Thomas L. Tedrow       46  President, Chief Executive Officer and Director

Martella J. Martella   40  Secretary, Treasurer, Vice President, Chief Financial
                           Officer and Director

Sharron C. Martin      36  Director

     THOMAS  L.  TEDROW:  Mr.  Tedrow  has been  employed  as  president,  chief
executive officer and director since October, 1996. Mr. Tedrow is a best selling
author of over sixteen books,  the publisher of Financial  Discoveries  Magazine
and since  1987 has been a  communications  and  marketing  consultant  for both
public and private companies.

     MICHAEL J.  MARTELLA:  Mr.  Martella has been employed by the precedence of
the Company,  Captain Tony's Pizza, Inc. since 1986 and has been employed by the
Company and served as secretary and director  since  October,  1996 when Captain
Tony's Pizza, Inc. was acquired by the Company.

     SHARRON C.  MARTIN:  Ms.  Martin has been a director of the  Company  since
October,  1996.  For the past five  years Ms.  Martin  has been  employed  as an
officer and director of Martin Consulting,  Inc., a consulting firm specializing
in  Sino-foreign  joint  venture and merger and  acquisition  consulting  in the
United States.

ITEM 10. EXECUTIVE COMPENSATION

     The Company paid no salary or other  compensation  in excess of $100,000 to
any of its officers during 1996. The Company's  chief-executive officer received
no compensation of any nature from the Company since joining the Company.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following  table sets forth as of April 15, 1997,  the number of shares
of the  Company's  common stock held by executive  officers and  directors  both
individually and as a group, and by beneficial  owners of more than five percent
of the Company's common stock.

   Name & Address of           Amount & Nature              Percent
   Beneficial Owner        of Beneficial Ownership          of Class
   ----------------        -----------------------          --------

Thomas L. Tedrow(1)              3,500,000.00                 44.07%
431 East Central Blvd.
Suite 900
Orlando, FL  32801

Michael J. Martella                117,033.30                  1.47%
431 East Central Blvd.
Suite 900
Orlando, FL  32801


                                        7
<PAGE>
Sharron C. Martin                3,500,000.00                 44.07%
9025 South 700 West
Sandy, UT  84070

Executive Officers and
Directors as a group             7,117,033.30                 89.61%

------------------------
(1)  Thomas Tedrow holds 1,500,000  shares in his name following the acquisition
     of PFI.  Mr.  Tedrow  may  also be  deemed  to be the  beneficial  owner of
     2,000,000  shares held in the name of Shipright  Assets Limited.  Shipright
     Assets  Limited is a  corporation  organized  under the laws of the British
     Virgin Islands,  and is owned entirely by Lillian Wai, who holds the shares
     in trust for the benefit of Mr. Tedrow.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The Company has one franchise unit that is owned and operated by Michael J.
Martella, the Company's  secretary/treasurer and a director. This franchise unit
does not pay franchise fees on its sales.

     In July,  1996,  the Company  issued  10,000  shares of its common stock to
Robert Wood, a prior officer of CTP for services rendered.

     The Company has made loans to a stockholder with balances totaling $238,398
at December 31, 1996 and $277,365 at June 30, 1996.  The loans are due on demand
and are non-interest  bearing.  These loans were acquired as part of the pooling
of interests in 1996 with Am-Pac Investments, Inc.

     Rental  income   includes   rents  received  from  a  company  owned  by  a
stockholder. The amounts received were $45,000 for the six months ended December
31,  1996,  $75,000  for the year ended June 30,  1996 and  $60,000 for the year
ended June 30, 1995.

     In December,  1996 the Company  borrowed  $114,459 from  stockholder  owned
entities. These loans have a stated interest rate of 8% and are due upon demand.

     The  Company  entered  into an  operating  lease with a  stockholder  owned
company in 1997. Minimum lease payments are $10,000 per year.


                                        8
<PAGE>
                                     Part IV

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

          2.1  Acquisition  Agreement between the Shareholders of Pacific Foods,
               Ltd. and the Company, without exhibits*

          2.2  Acquisition  Agreement  between  Shareholders of T&P Investments,
               Inc. and the Company (1)

          2.3  Acquisition   Agreement   between  the   Shareholders  of  Am-Pac
               Investments, Inc. (1)

          3.1  Articles of Incorporation *

          3.2  Bylaws, as amended (1)

          4.1  Certificate  of  Designation  of Series A Cumulative  Convertible
               Preferred Stock (1)

          10.1 Lease Agreement with T&P Investments, Inc., without exhibits*

          16.1 Letter from Mengal, Metzger, Barr & Co. LLP relating to change of
               certifying accountant (2)

     (b)  Reports on Form 8-K

          Report dated January 15, 1997

------------------------
*    Filed herewith
(1)  Incorporated  by  reference  to the  respective  Exhibits  files  with  the
     Company's Report on Form 8-K - December 31, 1996
(2)  Incorporated  by  reference  to the  respective  Exhibits  filed  with  the
     Company's Report on Form 8-K - September 18, 1996


                                        9
<PAGE>
                                   SIGNATURES

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


                                    AM-PAC INTERNATIONAL, INC.



                                    By:  /s/ Thomas L. Tedrow
                                       -----------------------------------------
                                         Thomas L. Tedrow
                                         Chief Executive Officer

Dated May       , 1997

     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the dates indicated.


    Signature                        Title                             Date
    ---------                        -----                             ----

/s/ Thomas L. Tedrow     President, Chief Executive Officer and    May    , 1997
--------------------     Chairman of the Board of Directors
Thomas L. Tedrow         (Principal Executive Officer)

/s/ Michael J. Martella  Secretary/Treasurer, Vice President and   May    , 1997
-----------------------  Director (Principal Financial and
Michael J. Martella      Accounting Officer)

/s/ Sharron C. Martin    Director                                  May    , 1997
-----------------------
Sharron C. Martin


                                       10
<PAGE>
                           AM-PAC INTERNATIONAL, INC.

                   Index to Consolidated Financial Statements

                                                                         Page
                                                                         ----

Report of Independent Public Accountants                                 F-2

Consolidated Balance Sheets as of December 31, 1996
 and June 30, 1996                                                       F-4

Consolidated Statements of Operations for the Six Months
 Ended December 31, 1996 and Six Months Ended December 31, 1995
 (Unaudited) and the Years Ended June 30, 1996 and 1995                  F-6

Consolidated Statements of Cash Flows for the Six Months
 Ended December 31, 1996 and the Years Ended June 30, 1996 and 1995      F-7

Consolidated Statements of Shareholders' Equity (Deficit) for
 the Six Months Ended December 31, 1996 and Year Ended
 December 31, 1996                                                       F-8

Notes to Financial Statements                                            F-9


                                       F-1
<PAGE>
               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



To the Board of Directors and Stockholders
Am-Pac International, Inc.

We  have  audited  the  accompanying   consolidated   balance  sheet  of  Am-Pac
International, Inc. (formerly Captain Tony's Pizza, Inc.) and subsidiaries as of
December  31,  1996  and the  related  consolidated  statements  of  operations,
stockholders'  equity  (deficit),  and cash flows for the six months then ended.
These consolidated  financial statements are the responsibility of the Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial  statements based on our audit. The consolidated  financial statements
of Captain Tony's Pizza, Inc. as of June 30, 1996 and 1995 were audited by other
auditors whose report dated July 18, 1996  expressed an  unqualified  opinion on
those statements.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit 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 audit  provides a reasonable  basis for our opinion.


                                      F-2
<PAGE>
To the Board of Directors and Stockholders
Am-Pac International, Inc.
Page 2



In our opinion, the consolidated  financial statements referred to above present
fairly,   in  all  material   respects,   the   financial   position  of  Am-Pac
International, Inc. and subsidiaries as of December 31, 1996, and the results of
their  operations  and  their  cash  flows  for the six  months  then  ended  in
conformity with generally accepted accounting principles.

Our  audit was  conducted  for  purposes  of  forming  an  opinion  on the basic
financial  statements  taken as a whole.  The financial  information for the six
months  ended  December  31, 1995  included in the  Consolidated  Statements  of
Operations  is  presented  for  purposes  of  additional  analysis  and is not a
required  part of the  basic  financial  statements.  Such  information,  marked
"unaudited",  has not been subjected to the auditing  procedures  applied in the
audit of the basic financial statements, and, accordingly, we express no opinion
thereon.


                                          /s/ H. J. Swart & Company, P. A.
                                          --------------------------------------
                                              H. J. Swart & Company, P. A.


April 9, 1997


                                      F-3
<PAGE>
                           Am-Pac International, Inc.
                           Consolidated Balance Sheets
                       December 31, 1996 and June 30, 1996

                                     Assets

                                             December 31, June 30,
                                             ---------------------
                                               1996         1996
                                             --------     --------
Current assets
  Cash, including interest bearing
   accounts of $27,783 at June 30            $ 47,651     $ 47,839

Property and equipment
  Buildings and improvements                  171,614      162,749
  Land and improvements                       204,841      194,260
  Furniture and equipment                       2,000          -0-
                                             --------     --------

                                              378,455      357,009
  Less accumulated depreciation               103,313       99,369
                                             --------     --------

     Net property and equipment               275,142      257,640

Other assets
  Escrow deposits                               6,228       14,977
  Organizational costs - net                    1,837        2,047
  Loan receivable - stockholder               238,398      227,365
                                             --------     --------

     Total other assets                       246,463      244,389
                                             --------     --------

                                             $569,256     $549,868
                                             ========     ========


    The accompanying notes are an integral part of these financial statements


                                       F-4
<PAGE>
                           Am-Pac International, Inc.
                           Consolidated Balance Sheets
                       December 31, 1996 and June 30, 1996

                 Liabilities and Stockholders' Equity (Deficit)

                                      December 31,          June 30,
                                          1996                 1996
                                      ------------         ----------

Current liabilities
  Accounts payable                    $   111,287          $   5,865
  Other liabilities                        22,915             14,114
  Current portion of long term debt         9,075              8,657
                                      -----------          ---------
     Total current liabilities            143,277             28,636

Long term debt
  Mortgages payable                       435,719            440,400
  Loans payable                           114,459                -0-
                                       ----------          ---------

    Total long term debt                  550,178            440,400
                                       ----------          ---------
    Total liabilities                     693,455            469,036

Stockholders' equity (deficit)
  Common stock, $.001 par value,
   149,900,000 shares authorized,
   7,740,547 shares issued and
   outstanding                              7,740              7,740
  Additional paid in capital              973,058            973,058
  Accumulated deficit                  (1,104,997)          (899,966)
                                      -----------          ---------

    Total stockholders' equity
    (deficit)                            (124,199)            80,832
                                      -----------          ---------

                                      $   569,256          $ 549,868
                                      ===========          =========


    The accompanying notes are an integral part of these financial statements


                                       F-5
<PAGE>
                           Am-Pac International, Inc.
                     Consolidated Statements of Operations
                   For the six months ended December 31, 1996,
               the six months ended December 31, 1995 (Unaudited)
                   and the years ended June 30, 1996 and 1995
<TABLE>
<CAPTION>

                                            Six months ended            Year ended
                                               December 31,               June 30,
                                           1996         1995          1996         1995
                                        ----------     -------      --------     --------
                                                     (Unaudited)
<S>                                      <C>           <C>          <C>          <C>

Revenue
  Franchise fees                         $  15,468     $31,515      $ 59,225     $ 89,416
  Food and equipment sales                     -0-       3,793         3,793       56,329
  Rental property income                    50,400      35,400        85,800       70,800
  Commissions and other                        123       6,213        14,155        3,597
                                         ---------     -------      --------     --------

    Total revenue                           65,991      76,921       162,973      220,142

Costs and expenses
  Cost of food and equipment sales             -0-       4,441         4,441       48,938
  Rental property expenses                  37,850      38,196        76,792       76,885
  Operating, general and
   administrative expenses                 233,172      39,131        64,106      143,423
                                         ---------     -------      --------     --------

    Total costs and expenses               271,022      81,768       145,339      269,246
                                         ---------     -------      --------     --------

    Net income (loss)                    $(205,031)    $(4,847)     $ 17,634     $(49,104)
                                         =========     =======      ========     ========

    Net income (loss) per share          $    (.03)    $   (.01)    $    .01     $   (.07)
                                         =========     ========     ========     ========

</TABLE>


    The accompanying notes are an integral part of these financial statements


                                       F-6
<PAGE>
                           Am-Pac International, Inc.
                      Consolidated Statements of Cash Flows
                 For the six months ended December 31, 1996 and
                       years ended June 30, 1996 and 1995
<TABLE>
<CAPTION>

                                          Six months ended     Year ended June 30,
                                          December 31, 1996     1996         1995
                                          -----------------   -------     ----------
<S>                                           <C>             <C>         <C>

Cash flows from operating activities
  Net income (loss)                           $(205,031)      $17,634     $(49,104)
  Adjustments to reconcile net
   cash provided (used) by
   operating activities
     Depreciation and amortization                4,154         8,230        8,949
     Services paid for by issuance
      of common stock                               -0-           100          -0-
     Provision for doubtful accounts
      receivable, net                               -0-           732        1,685
     Decrease in accounts receivable                -0-         1,406        6,175
     Decrease in inventories                        -0-         2,772          964
     Decrease in other assets                     8,749           277        3,431
     Increase (decrease) in accounts
      payable                                   105,422        (1,757)          29
     Increase (decrease) in other current
      liabilities                                 8,801          (898)        (665)
                                               --------       -------      -------

Net cash provided (used) by operating
  activities                                    (77,905)       28,496      (28,536)

Cash flows from investing activities
  Purchase of property and equipment            (21,446)          -0-          -0-
  Collection of loan to stockholder                 -0-           -0-        7,340
  Loans made to stockholder                     (11,033)       (8,888)         -0-
                                               --------       -------      -------

Net cash provided (used) by investing
  activities                                    (32,479)       (8,888)       7,340

Cash flows from financing activities
  Payment of amounts due officer/
   stockholder                                      -0-           -0-      (33,931)
  Proceeds from borrowings                      114,459           -0-          -0-
  Repayment of debt                              (4,263)       (8,613)     (10,122)
  Issuance of common stock                          -0-           200          -0-
                                              ---------       -------     --------

Net cash provided (used) by
 financing activities                           110,196        (8,413)     (44,053)
                                              ---------       -------     --------

Net increase (decrease) in cash                    (188)       11,195      (65,249)

Cash at beginning of period                      47,839        36,644      101,893
                                              ---------       -------     --------

Cash at end of period                         $  47,651       $47,839     $ 36,644
                                              =========       =======     ========
Non-cash financing activities
  Issuance of 10,000 shares of common
   stock as payment for services              $     -0-       $   100     $    -0-
                                              =========       =======     ========

</TABLE>


    The accompanying notes are an integral part of these financial statements


                                       F-7
<PAGE>
                           Am-Pac International, Inc.
            Consolidated Statements of Stockholders' Equity (Deficit)
                   For the six months ended December 31, 1996
                           and year ended June 30,1996
<TABLE>
<CAPTION>

                                                              Additional                       Total
                                       Common Stock            Paid in     Accumulated      Stockholders'
                                   Shares         Amount       Capital       Deficit      Equity (Deficit)
                                 -----------   ----------     --------     -----------    ----------------
<S>                              <C>            <C>           <C>          <C>              <C>
Balance July 1, 1995
  As previously reported          8,121,661     $   8,121     $937,791     $  (911,515)     $  34,397
  Adjust for stock split         (7,715,553)       (7,716)       7,716             -0-            -0-
  Stock issued for
   pooling of interests             333,939           334       34,252          (6,085)        28,501
                                 ----------     ---------     --------     -----------      ---------

As restated                         740,047           739      979,759        (917,600)        62,898

Stock issued for pooling
  of interests                    7,000,000         7,000       (6,800)            -0-            200

Issuance of common stock
  for services                          500             1           99             -0-            100

Net income year ended
  June 30, 1996                         -0-           -0-          -0-          17,634         17,634
                                 ----------     ---------     --------     -----------      ---------

Balance June 30, 1996             7,740,547         7,740      973,058        (899,966)        80,832
Net loss six months
  ended December 31, 1996               -0-           -0-          -0-        (205,031)      (205,031)
                                 ----------     ---------     --------     -----------      ---------

Balance December 31, 1996         7,740,547     $   7,740     $973,058     $(1,104,997)     $(124,199)
                                 ==========     =========     ========     ===========      =========
</TABLE>


    The accompanying notes are an integral part of these financial statements


                                       F-8
<PAGE>
                           Am-Pac International, Inc.
                   Notes to Consolidated Financial Statements
                       December 31, 1996 and June 30, 1996

1.   Summary of Significant Accounting Policies

     Organization and consolidation
     Am-Pac  International,  Inc., a Nevada  corporation,  (the  Company) is the
     surviving  corporation of a merger with Captain  Tony's Pizza,  Inc., a New
     York  corporation  (CTP).  Am-Pac was formed on October 4, 1996 as a wholly
     owned  subsidiary  of CTP for the  purpose of  effecting  this  merger.  In
     conjunction  with the  merger,  the  Company  had a 1 for 20 reverse  stock
     split.  The financial  statements have been restated to reflect the effects
     of this transaction.

     The accompanying  consolidated financial statements include the accounts of
     the Company and its wholly-owned subsidiaries,  CTP Equipment, Inc. (CTPE),
     Pacific  Foods  Limited  (PFL) and  Am-Pac  Investments,  Inc.  (INV).  All
     intercompany   transactions   and   balances   have  been   eliminated   in
     consolidation.

     As discussed  elsewhere in these  notes,  PFL and INV were  acquired by the
     Company in the fourth quarter of 1996, subsequent to the merger and reverse
     stock  split,  in  separate  transactions   accounted  for  as  pooling  of
     interests.  All  financial  statements  presented  have been  restated  and
     reported as though the  combination  with INV had taken place prior to July
     1, 1995 and as though the  combination  with PFL had taken  place on May 1,
     1996, the date of PFL's inception.

     Estimates
     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements,  as well as the  reported  amounts of  revenues  and
     expenses  during the reporting  periods.  Actual  results could differ from
     those estimates.

     Concentration of credit risk
     The  Company  maintains  its  cash  balances  in  primarily  one  financial
     institution located in the State of Florida.  These balances are insured by
     the Federal Deposit Insurance Corporation up to $100,000.

     Cash
     For cash flow reporting  purposes,  the Company considers all highly liquid
     investments  with a maturity of three  months or less when  purchased to be
     cash equivalents.

     Property and equipment
     Property and equipment is stated at cost.  Depreciation  is provided on the
     straight line method over the estimated useful lives of the various assets.
     Depreciation expense for the six months ended December 31, 1996, year ended
     June 30, 1996, and year ended June 30, 1995 was $3,944,  $8,177, and $8,949
     respectively.


                                       F-9
<PAGE>
                           Am-Pac International, Inc.
                   Notes to Consolidated Financial Statements
                       December 31, 1996 and June 30, 1996

1.   Summary of Significant Accounting Policies (continued)

     Preferred stock
     The  Company  has the  authority  to issue  100,000  shares  of  non-voting
     preferred  stock with terms to be  established  by the Board of  Directors,
     subject to certain limitations. No shares of this preferred stock have been
     issued,  nor does the Company  have any present  plans for the  issuance or
     sale of any such shares.

     Franchise fee revenues
     The Company recognizes initial franchise fees when all material services or
     conditions  relating  to the  sale  are  substantially  performed.  This is
     normally  upon the  opening  of the  franchise  unit.  Services  consist of
     various  elective  services  including  facilities and equipment design and
     selection  and  training of the  franchisee's  management  and staff in the
     operations  and  management of a franchise.  The direct  incremental  costs
     associated with these services,  primarily  travel  expenses,  are deferred
     until the related revenue is recognized.  Franchise  royalty fees,  whether
     based on a percentage of sales  reported by  franchisees or a fixed amount,
     are recognized as revenue when cash payments are received.

     The Company may enter into master  franchise  agreements which grant master
     franchisees the exclusive right to develop and operate  specific numbers of
     Captain Tony's  locations  within  territories  for a fee. Fees from master
     franchises  are  recognized  based  on the  terms  and  conditions  of each
     agreement.  If initial  services  must be  performed by the Company and the
     master  franchise  fee  relates to the number of area  outlets,  the master
     franchise  fee is generally  deferred and  recognized  ratably as units are
     opened.  However, when there is no substantial  performance required of the
     Company and the fees are  non-refundable and do not relate to the number of
     area outlets, fees are generally recognized in income when the agreement is
     signed.

     In certain instances involving individual or master franchises, the Company
     may  receive  a  portion  of  franchise  fees in  notes.  If the  notes are
     personally  guaranteed  by  individuals  whose  net  worth  exceed  Company
     requirements,  or the facts and circumstances support collectibility of the
     note,  the portion of the fees  represented  by notes also is recognized in
     income. Otherwise, fees are recognized as income on an installment basis as
     cash is received.

     Generally,  master  franchise  agreements  further  provide  for an initial
     franchise  fee for each  franchise  unit opened under the master  franchise
     agreement,  part of  which  is  payable  to the  Company.  These  fees  are
     non-refundable and recognized in income when all material services required
     of the Company, if any, are substantially performed, which is normally upon
     opening of the franchise unit.


                                      F-10
<PAGE>
                           Am-Pac International, Inc.
                   Notes to Consolidated Financial Statements
                       December 31, 1996 and June 30, 1996

1.   Summary of Significant Accounting Policies (continued)

     Institutional food sales
     The Company  sells pizza,  on a wholesale  basis,  to  commercial/corporate
     customers primarily for resale in the customers' cafeterias,  and purchases
     the pizza from franchises. No such sales have occurred since April 1, 1995.

     Equipment sales
     The Company,  through CTPE, a  wholly-owned  subsidiary,  sells  restaurant
     equipment to Company franchisees. The Company franchisees are not obligated
     to purchase equipment from CTPE, but they often do. An equipment  inventory
     is not maintained by the Company.  All franchisee orders for equipment must
     be  accompanied  by receipt of cash payment  before the Company  orders the
     equipment from a third-party  vendor.  The Company  charges the franchisees
     with the direct cost of the equipment plus a reasonable profit margin.

     Commissions
     During 1996,  the Company  discontinued  purchasing  and reselling food and
     other items to franchisees.  Instead,  the Company receives  commissions on
     food purchases that franchisees make from a specific vendor.

     New business venture
     In 1997 the Company began  developing a sports bar and  restaurant  concept
     called HeadLightZ,  with the flagship unit located in Orlando, Florida. The
     Company owns all trademarks for franchising,  beer, magazines, and licensed
     products. Expansion is planned through acquisition of additional facilities
     and franchising.

     Advertising costs
     The  Company   expenses   advertising  and  promotion  costs  as  incurred.
     Advertising  and promotion costs for the six months ended December 31, 1996
     and  years  ended  June  30,  1996  and  1995  were  $600,  $2,181  and $16
     respectively.

     Income taxes
     Deferred income tax assets and liabilities arise from temporary differences
     associated with differences  between the financial  statement and tax bases
     of assets and  liabilities,  as measured by the enacted tax rates which are
     expected  to be in effect  when these  differences  reverse.  Deferred  tax
     assets and liabilities  are classified as current or noncurrent,  depending
     on the  classification  of the assets and liabilities to which they relate.
     Deferred  tax assets and  liabilities  not related to an asset or liability
     are classified as current or non current  depending on the periods in which
     the temporary  differences  are expected to reverse.  The principal type of
     temporary   difference   between  assets  and   liabilities  for  financial
     statements and tax return purposes is net operating loss carryforwards.


                                      F-11
<PAGE>
                           Am-Pac International, Inc.
                   Notes to Consolidated Financial Statements
                       December 31, 1996 and June 30, 1996

1.   Summary of Significant Accounting Policies (continued)

     Per share data
     Per share data is based on the  weighted  average  number of common  shares
     outstanding  during the periods,  giving retroactive effect to the 1 for 20
     reverse stock split.

     Fiscal-year change
     In October 1996, the Board of Directors  approved a change in the Company's
     fiscal year end from June 30 to December 31,  effective  the calendar  year
     beginning  January 1, 1997. A six-month fiscal  transition period from July
     1,  1996  through  December  31,  1996  will  precede  the start of the new
     calendar-year  cycle.  Fiscal  years  presented  and  referred  to in these
     consolidated financial statements and notes thereto are on a June 30 fiscal
     year basis unless otherwise indicated.

2.   Franchise Operations

     During fiscal year 1995, four franchised  units closed,  leaving a total of
     fourteen  remaining  at June  30,  1995.  One  unit  transferred  ownership
     resulting in transfer franchise fee revenue of $2,500.

     During fiscal year 1996,  four franchise  units closed,  leaving a total of
     ten remaining at June 30, 1996. Two units transferred  ownership  resulting
     in transfer franchise fee revenue of $5,000.

     There were no changes in the number of franchise  units or their  ownership
     during the six months ended December 31, 1996.

3.   Income Taxes

     The Company has net operating loss carryforwards of approximately  $850,000
     that are  available to offset future  taxable  income and expire at various
     dates through the year 2011.

     No  related  deferred  tax  asset  has  been  recognized  in the  financial
     statements since the valuation allowance is equal to any such tax benefit.

4.   Related Party Transactions

     As of December 31, 1996,  the Company has one franchise  unit that is owned
     and operated by a related  party.  The  franchise is owned by a stockholder
     and officer of the Company, and does not pay franchise fees on its sales.

     During the year ended June 30, 1996,  the Company  issued  10,000 shares of
     common stock to a director of the Company for services rendered.  The stock
     was valued at $.01 per share based upon an independent appraisal.


                                      F-12
<PAGE>
                           Am-Pac International, Inc.
                   Notes to Consolidated Financial Statements
                       December 31, 1996 and June 30, 1996

4.   Related Party Transactions (continued)

     During the year ended  June 30,  1995,  the  Company  purchased  pizza from
     franchises  owned by the related  party for resale to  commercial/corporate
     customers. In the year ended June 30, 1995 the entire cost of institutional
     food sales resulted from these purchases.  There have been no institutional
     food sales since April 1, 1995.

     The Company has made loans to a stockholder with balances totaling $238,398
     at December 31, 1996 and  $227,365 at June 30,  1996.  The loans are due on
     demand and are non-interest  bearing.  These loans were acquired as part of
     the pooling of interests in 1996 with Am-Pac Investments, Inc.

     Rental  income   includes   rents  received  from  a  company  owned  by  a
     stockholder.  The amounts  received  were  $45,000 for the six months ended
     December 31, 1996, $75,000 for the year ended June 30, 1996 and $60,000 for
     the year ended June 30, 1995.

     In December,  1996 the Company  borrowed  $114,459 from  stockholder  owned
     entities.  These loans have a stated  interest  rate of 8% and are due upon
     demand.

     As discussed in the  subsequent  events note,  the Company  entered into an
     operating  lease with a stockholder  owned  company in 1997.  Minimum lease
     payments are $10,000 per year.

5.   Commitments

     The Company had a lease  agreement for office space with an unrelated party
     which expired November 30, 1995. Further, the Company had a lease agreement
     for restaurant space with an unrelated party which expired in fiscal 1995.
     These agreements were classified as operating leases.

     Following is a summary of rental expenses under all operating leases:

                       Six months ended           Years ened June 30,
                       December 31, 1996         1996             1995
                       -----------------        ------          -------

     Rent expense        $    -0-               $1,875          $12,360
     Less sublease
      rentals                 -0-                  -0-            8,000
                         --------               ------          -------
                         $    -0-               $1,875          $ 4,360
                         ========               ======          =======


                                      F-13
<PAGE>
                           Am-Pac International, Inc.
                   Notes to Consolidated Financial Statements
                       December 31, 1996 and June 30, 1996

6.   Long Term Debt

     Long term debt consists of the following:


                                        December 31, 1996      June 30, 1996
                                        -----------------      -------------

     Mortgage payable to bank at
     an adjustable  interest rate,
     currently stated at 9.625%,  
     collateralized  by land and 
     commercial  building,  with 
     current principal and interest
     payments of $3,666 per month,
     due June 2017                         $389,331               $392,455

     Mortgage   payable  to  mortgage
     company  at  an  interest  rate
     of  10%, collateralized by land
     and residential building, with 
     payments of principal and interest
     of $657 per month, due June 2009        55,463                 56,602

     Loans payable to a stockholder
     owned company at an interest
     rate of 8%, due upon demand             84,459                    -0-

     Loans payable to a stockholder
     owned company at an interest
     rate of 8%, due upon demand             30,000                    -0-
                                           --------               --------

     Total long term debt                   559,253                449,057

     Less current portion                     9,075                  8,657
                                           --------               --------

                                           $550,178               $440,400
                                           ========               ========

     Current maturities of long term debt are as follows:

      1997                          $  9,075
      1998                             9,970
      1999                            10,954
      2000                            12,035
      2001                            13,223
      2002 and thereafter            503,996
                                    --------

                                    $559,253
                                    ========

7.   Supplemental Cash Flow Information

     There  were no cash  payments  for income  taxes for the six  months  ended
     December 31, 1996 and years ended June 30, 1996 and 1995. Interest paid for
     the six months  ended  December  31, 1996 and years ended June 30, 1996 and
     1995 was $20,927, $44,250 and $46,335, respectively.


                                      F-14
<PAGE>
                           Am-Pac International, Inc.
                   Notes to Consolidated Financial Statements
                       December 31, 1996 and June 30, 1996

8.   Segment and Major Customer Information

     The Company  operates in generally  four  industry  segments:  franchising,
     restaurant  equipment  sales,  institutional  food  sales  and real  estate
     rental.

     Financial information by industry segment is as follows:

                                         Six months             Years
                                          ended                 ended
                                        December 31,           June 30,
                                          1996            1996          1995
                                        --------        --------      --------
     Revenues:
      Franchising                       $ 15,468        $ 76,493      $109,023
      Institutional food sales               -0-             -0-        35,790
      Equipment sales                        -0-             392         1,063
      Real estate rental                  50,400          85,800        70,800
                                        --------        --------      --------

                                        $ 65,868        $162,685      $216,676
                                        ========        ========      ========

     Income (loss) from operations:
      Franchising                       $(41,498)       $  8,372      $(48,350)
      Institutional food sales               -0-             -0-         1,824
      Equipment sales                        -0-              19            41
      Real estate rental                  33,448          52,988        38,810
                                        --------        --------      --------

                                        $ (8,050)       $ 61,379      $ (7,675)
                                        --------        --------      --------

     Identifiable assets:
      Franchising                       $    -0-        $    -0-      $  6,299
      Real estate rental                 259,924         272,617       281,491
                                        --------        --------      --------

                                        $259,924        $272,617      $287,790
                                        ========        ========      ========

     Only cash cannot be identified with a particular segment.  All other assets
     are  identified  with  the  franchising  segment  and  real  estate  rental
     segments.

     During  fiscal 1995 the Company  had a customer  from whom it derived  more
     than 10% of its consolidated  revenues.  Sales to the customer  represented
     100% of the sales in the institutional food sales segment, or approximately
     17% of consolidated revenues for fiscal 1995.

     During the six months ended  December  31, 1996 and during  fiscal 1996 and
     1995,  the Company  had a lessee from whom it derived  more than 10% of its
     consolidated revenues. Rents received from this lessee represented 89%, 87%
     and 85% of rental income respectively, or approximately 68%, 46% and 28% of
     the consolidated revenues respectively.


                                      F-15
<PAGE>
                           Am-Pac International, Inc.
                   Notes to Consolidated Financial Statements
                       December 31, 1996 and June 30, 1996

9.   Other Matters

     In April 1995, the Board of Directors  approved for submission to a vote of
     the  shareholders  at the Annual  Meeting on June 5, 1995, the Purchase and
     Sale  Agreements  hereinafter  described.  On May  10,  1995,  the  Company
     executed a Stock Purchase and Sale Agreement which provided for the sale of
     5,000,000  shares of the Company's  authorized and unissued common stock to
     an unrelated party for cash consideration of $50,000. An Asset Purchase and
     Sale Agreement  provided for the sale of substantially all operating assets
     of the Company,  except cash and certain other assets and including,  among
     other assets, all franchise  contracts,  to an  officer/stockholder  of the
     Company for consideration of $10,500, consisting of 1,050,000 shares of the
     Company's   issued   and   outstanding    common   stock   owned   by   the
     officer/stockholder.  This  Agreement  also provided for the  assumption of
     certain  liabilities  related to the operating assets sold. The Company had
     received an independent  opinion of the fairness of the consideration to be
     paid for the operating assets.

     Prior to the vote,  the unrelated  party  exercised its right to cancel the
     Stock  Purchase  and Sale  Agreement  because of the  threat of  dissenting
     action by a single  stockholder  pursuant to certain  provisions of the New
     York Business  Corporation  Law. The Asset  Purchase and Sale Agreement was
     approved by stockholders  and extended for six months to enable the Company
     to find a substitute  party to agree to the same or similar terms contained
     in the canceled Stock Purchase and Sale Agreement. No such party was found,
     and as of June 30, 1996 the Asset Purchase and Sale Agreement has expired.

10.  Acquisitions

     On October 15,  1996 the Company  acquired  all of the  outstanding  common
     stock of Pacific Foods Limited, a British Virgin Islands  corporation (PFL)
     in exchange for 7,000,000 post reverse split shares of the Company's common
     stock.  The  acquisition  has been  accounted for as a pooling of interests
     and, accordingly,  the accompanying  consolidated  financial statements for
     periods  prior  to  the  date  of  acquisition  reflect  the  accounts  and
     operations of PFL.

     On December  31, 1996 the Company  acquired all of the  outstanding  common
     stock of Am-Pac Investments,  Inc., (INV) in exchange for 333,939 shares of
     the Company's  common stock.  The  acquisition  has been accounted for as a
     pooling  of  interests  and  accordingly,   the  accompanying  consolidated
     financial  statements for periods prior to the date of acquisition  reflect
     the accounts and operations of INV.


                                      F-16
<PAGE>
                           Am-Pac International, Inc.
                   Notes to Consolidated Financial Statements
                       December 31, 1996 and June 30, 1996

11.  Subsequent Events

     Effective  January 1, 1997 the Company entered into an operating lease with
     a  stockholder   owned  company  to  rent  certain  personal  property  and
     intangible  rights and licenses  utilized in the operation of a restaurant.
     The term of this  lease is for a period of two years  with a minimum  lease
     payment of $10,000 per year.  At any time during the lease term the Company
     has the right to purchase all of the Company's common stock.

     On January 2, 1997,  the  Company  granted an officer  and  director of the
     Company an option to purchase  250,000 shares of the Company's common stock
     for a period of five  years  beginning  January 2, 1997 at a price of $3.75
     per share.

     In March 1997, the Company acquired all of the outstanding  common stock of
     WSI Holdings,  Inc. (WSI) in exchange for 1,240,000 shares of the Company's
     common  stock.  The  acquisition  will be  accounted  for as a  pooling  of
     interests  and,  accordingly,  historical  financial data in future reports
     will be restated to include WSI.


                                      F-17