Amount and
                                           Nature of
                             Title of      Beneficial            Percent of
Name and Address              Class        Ownership               Class
- ----------------             --------      ----------            ----------
                                                       

Iouri Bukhovski
Van Putlei 41                Common         8,883,750               9.45%
2018 Antwerp, Belgium                       Direct

Riccardo Fanchini
Van Putlei 41                Common         8,883,750               9.45%
2018 Antwerp, Belgium                       Direct

Guerman Liberman
Van Putlei 41                Common         8,883,750               9.45%
2018 Antwerp, Belgium                       Direct

Yacov Tilipman
Van Putlei 41                Common         8,883,750               9.45%
2018 Antwerp, Belgium                       Direct

     The following table lists, as of the date hereof, the number and percentage
of  each  class  of  equity  shares  of  Registrant  or any of its  subsidiaries
beneficially owned, directly or indirectly, by each officer and director, and by
all directors and officers of Registrant, as a group:

                  Name of                Amount and Nature            Percent
Title             Beneficial                   of                      of
of Class           Owner                 Beneficial Ownership           Class
- --------          ----------             --------------------         --------
                                                        

Common            Ian W. Rice(1)         2,200,000 Indirect              2%

Common            Valentin Kassatkine    4,283,750 Direct                4.55%

Common            All officers and       6,483,750                        6.55
                  directors as a
                  group

     Registrant does not know of any  arrangements,  the operation of which may,
at a subsequent date, result in a change in control of registrant.

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

(1)  These  shares  are  held  in the name of  Marlow  Properties,  Inc./Tortola
     Services, Ltd., a  company of  which Mr. Rice is the sole officer, director
     and principal shareholder.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On March 16, 1996, Marlow Properties, Inc., a company of which Mr. Ian Rice
is the sole officer, director, and principal shareholder,  and Melissa Rice, Mr.
Rice's daughter, agreed to cancel, respectively, 3,040,000 and 152,000 shares of
the  Registrant's  common  stock  which had been issued in
connection  with the acquisition by  the Registrant  of  a  video  library  that
has  not  proved commercially exploitable.