FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Quarter ended December 31, 1996 Commission File Number 33-8333-D

AMERISHOP CORP.
(Exact Name of registrant as specified in its charter)

DELAWARE 38-2684858
State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

Centennial Office Park
Suite 308
3033 Orchard Vista Drive SE
Grand Rapids, MI 49546-7080
(Address of principal executive offices) (Zip Code)

(616) 949-0775
(Registrant's telephone number including area code)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes x No
------- -------
As of February 10, 1997, 2,894,765 shares of common stock were outstanding.
2

AMERISHOP CORP.

FORM 10-Q

INDEX

Descriptions Page Number
- ------------ -----------

Cover Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Part I. Financial Information
1. Financial Statements (Unaudited)

Balance Sheets
December 31, 1996 and June 30, 1996 . . . . . . . . . . . . . . . . . . . . . . 3

Statements of Operations
Three Months Ended December 31, 1996 and 1995 . . . . . . . . . . . . . . . . . 4

Statements of Operations
Six Months Ended December 31, 1996 and 1995 . . . . . . . . . . . . . . . . . . 5

Statement of Cash Flows
Six Months Ended December 31, 1996 and 1995 . . . . . . . . . . . . . . . . . . 6

Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . 7-8

2. Management's Discussion and Analysis of Results
of Operations and Financial Conditions . . . . . . . . . . . . . . . . . . . . 9-11

Part II.

1. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2. Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

1. FINANCIAL INFORMATION

AMERISHOP CORP.
BALANCE SHEETS (UNAUDITED)

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

ASSETS
- ------
CURRENT ASSETS:
Cash $ 121,900 $ 72,429
Prepaid expenses 235,418 65,246
Accounts receivable 455,213 461,603
Prepayments to vendors 109,823 127,191
Inventory 75,491 80,109
----------- -----------
Total current assets 997,845 806,578

EQUIPMENT, net 24,880 29,520
----------- -----------

Total assets $ 1,022,725 $ 836,098
=========== ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 447,046 $ 516,512
Customer deposits 865,389 500,811
Deferred membership revenue 403,149 461,364
Notes payable (Note 3) 1,911,134 1,628,445
Accrued interest 1,033,757 847,714
Current maturities of long-term debt (Note 3) 2,000,000 2,000,000
Other current liabilities 98,189 114,146
----------- -----------
Total current liabilities 6,758,664 6,068,992

DEFERRED MEMBERSHIP REVENUE 29,166 58,333
LONG-TERM DEBT, less current maturities (Note 3) 19,367 11,573

SHAREHOLDERS' EQUITY: (Deficit)
Preferred stock, $.001 par value per share,
1,000,000 shares authorized and no shares issued.
Common stock, $.00001 par value per share, 20,000,000
shares authorized, 2,894,765 shares
outstanding at December 31, 1996 and June 30, 1996 30 30
Additional paid-in capital 697,820 697,820
Accumulated deficit (6,482,322) (6,000,650)
----------- -----------
Total shareholders' equity/(deficit) (5,784,472) (5,302,800)
----------- -----------

Total liabilities and shareholders' equity (deficit) $ 1,022,725 $ 836,098
=========== ===========

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

3
4

AMERISHOP CORP.
STATEMENTS OF OPERATIONS (UNAUDITED)

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

REVENUES:
Membership fees $ 189,365 $ 288,587
Merchandise sales 970,825 1,147,071
Travel revenue 0 0
Promotional revenue 13,966 66,473
---------- ----------
Total revenues 1,174,156 1,502,131
---------- ----------

EXPENSES:
Sales commissions 155,133 121,712
Cost of merchandise sales 699,971 865,366
Cost of travel revenue 0 0
Selling, general and administrative 454,909 389,361
Promotional expenses 5,450 62,789
---------- ----------
Total expenses 1,315,463 1,439,228
---------- ----------
Income/(Loss) from operations (141,307) 62,903

OTHER INCOME (EXPENSE):
Interest income 1,024 891
Other income 265 470
Loss on lease renegotiation 0 (17,624)
Interest expense (Note 3) (193,619) (130,191)
---------- ----------
Total other income (expense) (192,330) (146,454)
---------- ----------
Net loss $ (333,637) $ (83,551)
========== ==========

Net Loss Per Share (Note 4) (.12) $ (.03)
========== ==========

Weighted Average Shares Outstanding 2,894,765 2,894,765
========== ==========

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

4
5

AMERISHOP CORP.
STATEMENTS OF OPERATIONS (UNAUDITED)

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

REVENUES:
Membership fees $ 384,130 $ 577,323
Merchandise sales 1,588,667 1,874,500
Travel revenue 0 0
Promotional revenue 63,467 79,587
---------- ----------
Total revenues 2,036,264 2,531,410
---------- ----------
EXPENSES:
Sales commissions 244,952 206,781
Cost of merchandise sales 1,143,184 1,422,000
Cost of travel revenue 0 0
Selling, general and administrative 896,105 805,439
Promotional expenses 35,863 65,345
---------- ----------
Total expenses 2,320,104 2,499,565
---------- ----------
Income/(Loss) from operations (283,840) 31,845

OTHER INCOME (EXPENSE):
Interest income 1,187 1,831
Other income 831 1,245
Loss on lease renegotiation 0 (17,624)
Interest expense (Note 3) (199,850) (251,029)
---------- ----------
Total other income (expense) (197,832) (265,577)
---------- ----------
Net loss $ (481,672) $ (233,732)
========== ==========

Net Loss Per Share (Note 4) $ (.17) $ (.08)
========== ==========

Weighted Average Shares Outstanding 2,894,765 2,894,765
========== ==========

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

5
6

AMERISHOP CORP.
STATEMENTS OF CASH FLOWS (UNAUDITED)
For the six months ended December 31, 1996 and 1995

1996 1995
---------- ----------

CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss $ (481,672) $ (233,732)
Adjustments to reconcile net loss
to net cash from operating activities:
Loss on lease renegotiation 0 17,624
Depreciation and amortization 6,615 9,103
Changes in assets and liabilities:
Prepaid expenses (170,172) (205,350)
Accounts receivable 6,390 (87,694)
Prepayments to vendors 17,368 (72,269)
Inventory 4,618 (14,031)
Accounts payable (69,466) (61,799)
Customer deposits 364,578 399,446
Deferred membership revenue (87,382) 827
Deferred non-compete revenue 0 (25,002)
Accrued interest 186,046 249,274
Other current liabilities (15,954) (51,908)
---------- ----------
Net cash used in operating activities (239,031) (75,511)
---------- ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (1,976) 0
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments under long-term
debt and capital lease obligations 0 (7,535)
Principal payments under short-term debt obligations (19,799) 0
Net Proceeds from revolving line of credit 102,485 0
Proceeds from the issuance notes payable 200,000 200,000
Increase in deferred rent 7,792 0
---------- ----------
290,478 192,465

NET CHANGE IN CASH 49,471 116,954

CASH AT BEGINNING OF PERIOD 72,429 47,210
---------- ----------

CASH AT END OF PERIOD $ 121,900 $ 164,164
========== ==========

SUPPLEMENTAL SCHEDULE OF NON CASH
INVESTING AND FINANCING ACTIVITIES

For the six months ended December 31, 1995 the Company was released of $195,471
in accrued rent obligations when it entered into a new lease, for which it
issued $213,095 in stock.

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

6
7

AMERISHOP CORP.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
December 31, 1996

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
normally included in the annual financial statements prepared in accordance
with generally accepted accounting principles. In the opinion of management,
all material adjustments (of a normal recurring nature) considered necessary
for a fair presentation have been included. Operating results for the six
months ended December 31, 1996 are not necessarily indicative of the results
that may be expected for the year ended June 30, 1997. For further
information, refer to the financial statements and footnotes thereto included
in the Company's annual report on Form 10-K for the year ended June 30, 1996.

The balance sheet at June 30, 1996 has been derived from the audited financial
statements at that date.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization - AmeriShop Corp., formerly AmeriMark Corporation, was
incorporated under the laws of the State of Delaware on August 1, 1986.

Revenue Recognition: Membership fees and annual renewal fees allow members to
use services provided by the Company. Annual renewal fees are recorded as
deferred revenue when received and recognized as income on the straight-line
basis over the renewal period.

Merchandise sales are recorded when the customer is shipped the merchandise.

Travel revenue is recognized when the client has completed its trip.

Equipment and Depreciation - Equipment is stated at cost less accumulated
depreciation. Improvements and betterments are capitalized; maintenance and
repairs are charged to expense as incurred. Depreciation is provided by the
use of straight-line and accelerated methods for both financial reporting and
income tax purposes over the estimated useful lives of 3 to 7 years.

Industry Segment - The Company operates as a provider of consumer merchandise
and other services. It services customers through consumer benefit programs as
well as premium incentive programs.

NOTE 3 - NOTES PAYABLE AND LONG-TERM DEBT

The Company has $2,000,000 of convertible debentures payable to an investment
fund partnership payable in quarterly installments of interest only at 12.5%
per annum. Commencing on August 1, 1995, monthly principal installments of $10
per $1,000 borrowed were required. As of December 31, 1996, the $2,000,000
debenture is classified as a current liability due to violations of debt
covenants as described below.

In addition, the Company has demand notes payable to the same investment fund
partnership totaling $1,428,445 that were due no later than July 1, 1995,
demand notes payable totaling $200,000 that were due March 31, 1996 and demand
notes payable totaling $100,000 that is due October 5, 1997. Interest is
payable at 12.5% per annum on the demand notes due July 1, 1995 and March 31,
1996 and 10% per annum on the demand note due October 5, 1997. These notes are
collateralized by the Company's accounts receivable.

7
8

The Company is in default of its financial loan covenants on the debentures.
It is also in default of its interest installments since May 1, 1994 and
principal installments since August 1, 1995 on the debentures and the notes
payable. These covenants and default from nonpayment of interest have been
waived through March 31, 1997. Also effective July 1, 1996 the investment fund
partnership has waived for one year future interest to be paid or accrued on
the convertible debenture, short-term note payable and related accrued interest
totaling $4,476,162. Under FASB 15 a new effective interest rate of 8.17% was
determined for the remaining term of the note and an amount of $182,851 for the
six months ending December 31, 1996 was accrued for interest expense.

The investment fund partnership has the right at any time to convert any issued
debenture into the common stock of the Company at $0.56309 per share. The
debenture can be redeemed by the Company at any time after July 1995, at
varying premium rates above par.

There are no quoted market prices for this convertible debenture. Because the
Company is unable to estimate the timing and ultimate settlement of this
convertible debenture and related accrued interest, it is unable to estimate
the fair value at December 31, 1996.

As of December 31, 1996, the Company has a demand note payable to Network
Direct, Inc. totaling $80,200 which was due December 1, 1996. Network Direct,
Inc. has extended this note payable and will retain renewal membership fees
until the note payable is repaid. Interest is accrued at 12% and has a balance
of $817.39. Also the Company has a revolving line of credit secured by
accounts receivable with Publishers Credit Service, Inc. totaling $102,485.
Interest is payable at prime plus 3.75%. The maximum amount of the credit line
is $250,000.

NOTE 4 - LOSS PER SHARE

Loss per share is based on the weighted average number of common shares
outstanding during the periods presented. Common stock equivalents in the form
of convertible debentures were not included in the calculation of weighted
average shares outstanding since inclusion would be anti-dilutive.

8
9

AMERISHOP CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITIONS

LIQUIDITY AND CAPITAL RESOURCES

The Company has a working capital deficit of $5,760,819 at December 31, 1996.
A major portion of this deficit relates to the convertible debentures, short
term notes payable and accrued interest totaling $4,761,388 due to an
investment fund partnership. Management is currently working with the
investment group to extend this debt and/or convert it into equity. Effective
July 1, 1996 the investment group has waived for one year any additional future
interest to be paid or accrued on the convertible debentures, short term notes
payable and accrued interest. Under FASB 15, an interest amount of $182,851
for the six months ending December 31, 1996 was accrued yeilding an effective
rate of 8.17%for the remaining term of the note.

If the debt can be deferred beyond one year or converted, the Company is left
with a $999,431 deficit of which $403,149 represents deferred membership
revenue. The deferred revenue will be liquidated through amortization into
income over the next twelve months and therefore will not require the use of
cash resources. On July 12, 1996, the Company received a short term loan from
Network Direct, Inc. (NDI) for $100,000 at 12% interest. The note and accrued
interest was due December 1, 1996, at which time, NDI agreed to extend the note
payable while retaining any renewal membership fees due to AmeriShop. As of
December 31, 1996 the balance of the note payable and accrued interest was
$81,018. Management is seeking additional equity financing to offset the
remaining working capital deficit of $515,264. On October 5, 1996 the Company
received a one year loan from the investment fund partnership for $100,000 at
10% interest. The Company has also utilized its accounts receivable financing
by borrowing $466,000 over the last three months. As of December 31, 1996 the
outstanding loan balance was $102,485.

The Company had a deficiency in shareholders' equity of $6,482,322 as of
December 31, 1996 and its continuation is dependent upon meeting its
liabilities as they become due and attaining profitable operations. Management
believes that it can attain profitable operations in the future through its
merchandise premium incentive programs which it continues to actively market.

In order to generate substantial growth and become profitable, the Company must
have additional marketing capital or a strategic acquisition. In this regard,
Management is actively pursuing a private placement through a venture
capitalist. With an investment in the $2-$3 million range, Management believes
that the Company would be properly positioned to overcome any operations
shortfalls and provide a substantial investment into the marketing of its
programs. The private placement would also position the Company for an
offering of its shares, which would provide additional marketing capital and
allow it to follow its acquistion strategy.

RESULTS OF OPERATIONS FOR THE QUARTER ENDED DECEMBER 31, 1996 VS. 1995

The Company experienced a loss of $333,637 during the quarter ended December
31, 1996 compared to a loss of $83,551 for the same period of the prior year.
In the prior year, interest expense on convertible debentures, short-term notes
and accrued interest to an investment fund partnership was $130,076. Effective
July 1, 1996 the investment fund partnership has waived for one year any future
interest to be paid or accrued. Under FASB 15, an interest amount of $182,851
was accrued, constituting an increase of $52,775. Also in the prior period an
amount of $58,333 pertaining to the renegotiating of the Network Direct, Inc.
membership contract was amortized into revenue. This amount was subsequently
adjusted at June 30, 1996 of which the net effect was to reduce revenue by
$43,750. Adjusting for these two amounts, the comparable net income (loss) for
December 31, 1996 and 1995 would of been ($150,786) and $2,775 respectively
constituting an increased loss of $153,561.

9
10

Membership fees decreased $99,222 (34%) from $288,587 of the prior year to
$189,365. Adjusting for the above mentioned difference in amortization of
revenue, the actual decrease was only $55,472. Since revenue is recorded on an
amortized basis the difference would have to be analyzed over the length of the
membership periods which can vary from one to three years. On a cash basis,
membership fees decreased by $55,215 (21%) from $262,706 of the prior year to
$207,491 the current year. The Company's significant membership program,
Network Direct, Inc., recorded a decrease of $46,450 from the prior period,
$49,042 in new memberships and $2,592 increase in renewal memberships. The
remaining portion of the decrease is attributed to a mixture of other smaller
membership enhancement programs of which vary month to month.

Merchandise sales decreased by $176,246 (15%) from $1,147,071 the prior year to
$970,825 the current year. Merchandise sales are a combination of membership
merchandise sales and premium incentive merchandise sales. Membership
merchandise sales increased by $53,863 (17%) from the prior period. Gross
profit on these sales is approximately break-even because of the membership
fee. Premium incentive merchandise sales decreased $180,149 (23%) from the
prior period. Gross profit (excluding sales commissions) on these sales is
approximately 40%. A direct mail catalog that generated $49,960 in merchandise
sales in the prior period did not occur this year. Gross profit on this
program was approximately 20%.

Sales commissions increased by $33,421 (27%) from $121,712 the prior year to
$155,133 the current year. The increase resulted from greater sales derived
from independent sales agents. Commission rates to independent agents range
from 1% to 25% of sales. When sales commissions are added to the calculation
then gross profit on premium incentive merchandise sales is approximately 17%
for the current period versus 15% for the prior period. Overall, gross profit
from merchandise sales decreased $44,272 (28%) from the prior period.

Promotional revenue decreased significantly, but on a gross profit basis there
was an increase of $4,832 (131%) over the prior period. In the prior period,
sales of kits and materials were for programs that are no longer being
serviced. The variance in revenue is due to the timing of program start dates
and should be made up in the coming months.

Selling, general and administrative expenses increased by $65,548 (17%) from
$389,361 the prior period to $454,909 the current period. The major
fluctuations included the following: Wages increased by $34,300 (17%) over the
prior period. In the current period a new premium incentive sales
representative was added along with an internet designer for our current world
wide web project. Also, additional staff was added for the Christmas season.
Employee health insurance increased by $6,831 (38%) over the prior period. The
Company was on a partial self-funding plan, but effective August 1, 1996 the
Company changed to a fixed fee plan. The increase reflects the cost of actual
expenses and the start-up of the new plan. Professional Services increased by
$5,579 (44%) over the prior period of which $8,000 pertains to fees paid to a
consultant retained to search for acquisition candidates. Also, in the current
period the Company exhibited at the Naitonal Premium Incentive Show in Chicago,
which increased advertising expenses by approximatley $15,000. The remaining
fluxuations pertain to various other expenses of which are not material.

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED DECEMBER 31, 1996 VS. 1995

The Company experienced a loss of $481,672 during the six months ended December
31, 1996 compared to a loss of $233,732 for the same period of the prior year.
In the prior year, interest expense on convertible debentures, short-term notes
and accrued interest to an investment fund partnership was $249,873. Effective
July 1, 1996 the investment fund partnership has waived for one year any future
interest to be paid or accrued. Under FASB 15, an interest amount of $182,851
was accrued, constituting a decrease of $67,022. Also, in the prior period an
amount of $116,666 pertaining to the renegotiating of the Network Direct, Inc.
membership contract was amortized into revenue. This amount was subsequently
adjusted at June 30, 1996 of which the net effect was to reduce revenue by
$87,500. Adjusting for these two amounts the comparable net losses for December
31, 1996 and 1995 would of been $298,821 and $71,359 constituting an increased
loss of $227,462.

10
11

Membership fees decreased $193,193 (34%) from $577,323 of the prior year to
$384,130. Adjusting for the above mentioned difference in amortization of
revenue, the actual decrease was $105,693. Since revenue is recorded on an
amortized basis the difference would have to be analyzed over the length of the
membership periods which can vary from one to three years. On a cash basis,
membership fees decreased by $77,701 (21%) from $370,836 of the prior year to
$293,135 the current year. The Company's significant membership program,
Network Direct, Inc., recorded a decrease of $53,517 from the prior period,
$54,645 in new memberships and an increase of $1,128 in renewal memberships.
The remaining portion of the decrease is attributed to a mixture of other
smaller membership enhancement programs of which vary month to month.

Merchandise sales decreased by $285,833 (15%) from $1,874,500 the prior year to
$1,588,667 the current year. Merchandise sales are a combination of membership
merchandise sales and premium incentive merchandise sales. Membership
merchandise sales decreased by $74,147 (12%) from the prior period. Gross
profit on these sales is approximately break-even because of the membership
fee. Premium incentive merchandise sales decreased $161,726 (14%) from the
prior period. Gross profit (excluding sales commissions) on these sales is
approximately 40%. A direct mail catalog that generated $49,960 in merchandise
sales in the prior period did not occur this year. Gross profit on this
program was approximately 20%.

Sales commissions increased by $38,171 (18%) from $206,781 the prior year to
$244,952 the current year. The increase resulted from greater sales derived
from independent sales agents. Commission rates to independent agents range
from 1% to 25% of sales. When sales commissions are added to the calculation
then gross profit on premium incentive merchandise sales is approximately 17%
for the current period versus 15% for the prior period. Overall, gross profit
from merchandise sales decreased by $45,188 (18%) over the prior period.

Gross profit on promotional revenue increased $13,362 (93%) over the prior
period. This reflects an increase in mark-up on materials and the sale of
higher profit margin items than the prior year.

Selling, general and administrative expenses increased by $90,666 (11%) from
$805,439 the prior period to $896,105 the current period. The major
fluctuations included the following: Wages increased by $41,372 (11%) over the
prior period. In the current period a new premium incentive representative, an
internet web designer and seasonal staff were added. Employee health insurance
increased by $20,021 (55%) over the prior period. The Company was on a partial
self-funding plan, but effective August 1, 1996 the Company changed to a fixed
fee plan. The increase reflects the cost of actual expenses and the start-up
of the new plan. Professional Services increased by $21,486 (52%) over the
prior period of which $16,000 pertains to fees paid to a consultant retained to
search for acquisition candidates. Rent expense decreased by $22,128 (26%)
over the prior period which reflects the lease re-negotiation of October 1995.
Also, in the current period the Company exhibited at the National Premium
Incentive Show in Chicago, which increased advertising expenses by
approximately $15,000. The remaining fluxuations pertain to various other
expenses at which are not material.

11
12

PART II.

AMERISHOP CORP.
OTHER INFORMATION

ITEM 1 LEGAL PROCEEDINGS
None.

ITEM 2 CHANGES IN SECURITIES
None.

ITEM 3 DEFAULTS UPON SENIOR SECURITIES
The Company is in default of certain covenants and interest payments on its $2
million of convertible debentures. The covenants dictate that the Company
maintain a current ratio of 1 to 1 and maintain positive cash flow from
operations over a three month moving average. The Company has not met these
requirements.

Since May 1, 1994, the Company is also in default regarding the payment of
interest and fees relating to the debentures and to the $1,428,445 of
short-term demand notes due to the same debenture holder.

The covenants and rights to remedies for non-payment of interest and fees have
been waived through January 1, 1997.

Effective July 1, 1996, the investment fund partnership has waived for one year
future interest to be paid or accrued on the convertible debentures, short-term
note payable and related accrued interest. Under FASB 15 an interest amount of
$182,851 for the six months ended December 31, 1996 has been accrued.

ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.

ITEM 5 OTHER INFORMATION
None.

ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
None.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

AMERISHOP CORP.

/s/ Joseph B. Preston
--------------------------------
Joseph B. Preston, Chairman/CEO

/s/ Steven R. Salasky
--------------------------------
Steven R. Salasky, Controller

13
EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION
- ----------- -----------
27 Financial Data Schedule