SECURITIES AND EXCHANGE COMMISSION

                                              Washington, D.C. 20549


                                                     FORM 8-K

                                                  CURRENT REPORT

                                        Pursuant to Section 13 or 15(d) of
                                        the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)  October 20, 1997

                                             IMATEL HOLDINGS, INC.
(             Exact name of registrant as specified in its charter)

                                             DEVELOPMENT BANCORP, LTD.
                                                  (FORMER NAME)
                         
                                                    WASHINGTON

                                  (State or other jurisdiction of incorporation)


         0-22934                                                     91-1268870
(Commission File Number)                      (IRS Employer Identification No.)


45110 Club Drive, Suite B, Indian Wells, California                      92210
--------------------------------------------------------------------------------
(Address of principal executive offices)
(Zip Code)



<PAGE>



Registrant's telephone number, including area code:  (760) 360-5793









Item 2.        Acquisition or Disposition of Assets.


         On October  20,  1997,  pursuant  to a Stock  Purchase  Agreement  (the
"Agreement")  the Company  agreed to purchase  3,266 shares (equal to 51% of the
capital  stock) of  International  Marketing  and  Advertising,  Inc.  a Florida
corporation engaged in the telecommunications  business,  ("IMATEL") for cash of
$500,000.  Initially,  the Company  acquired 2,881 shares or 45% of IMATEL,  for
$350,000.  The purchase of the  remaining  385 shares (or 6%) for $150,000 is to
take place within 5 days of receipt by IMATEL of the  requisite  approval of the
Federal Communications Commission for the change in control.

         In addition,  the Company  agreed to issue 19,818  shares of its common
stock to certain  shareholders of IMATEL in  cancellation  of shareholder  loans
extended to IMATEL by such individuals, as follows:

                       Name of
                     Shareholder               Loan Amount               Shares

                    Roberto Galoppi                20,459                  6,819
                    Fabio Galoppi                  19,000                  6,333
                    Andea Ciba                     20,000                  6,666

               The holders of the  pre-acquisition  shares of IMATEL  shall have
the right to exchange such shares for shares of Company  Common Stock as soon as
IMATEL  achieves  net  profit  before  taxes  of no less  than  $100,000  in two
consecutive fiscal quarters.  IMATEL has granted to the Company a right of first
refusal  to  purchase  additional  shares of IMATEL  and to  provide  additional
financing.

               Pursuant to the Agreement,  the Company is obligated to establish
a stock option plan under which IMATEL  management  shall be granted  options to
purchse  600,000  shares of  Company  Common  Stock,  to vest  according  to the
following  schedule:  100,000  options  exercisable  at  $4.00  upon  the  first
$1,000,000  in IMATEL  earnings,  200,000  options  at $5.00 per share  upon the
second  $1,000,000 in earnings,  and 300,000 options at $6.00 per share upon the
thrid  $3,000,000  in earnings.  The  earnings  targets are  cumulative  and all
options expire three years from closing.


               Pursuant to the Agreement, Robert Galoppi was elected as
chairman and chief executive officer, of the Company to serve with
Messrs. Riccardo Mortara, and Dempsey K. Mork, and IMATEL elected
Messrs. Dempsey K. Mork, Riccardo Mortara, Mark Neuman and Randall
A. Baker to the IMATEL Board, to serve with Messrs. Roberto
Galoppi, Fabio Galoppi and Andrea Ciba.


                                                         2

<PAGE>



               The  Company has  changed  its name to Imatel  Holdings,  Inc. as
required by the  Agreement  and IMATEL has agreed to changes its name to Imatel,
Inc.

               Imatel has engaged the  Company's  Independent  Certified  Public
Accountants,  Pritchett,  Siler & Hardy,  to audit its  financial  statements as
required by the Exchange Act.

Item 5.        Other Events

               The following information is presented with respect to IMATEL.

Overview of IMATEL

               IMATEL  was   incorporated  in  1987  as  I.M.A..   As  the  name
International  Marketing  and  Advertising  implies,  IMATEL  began  as a  small
consulting  firm  assisting  companies in the US to expand their market share in
Latin America as well as companies in Latin America to expand their market share
in the US.

               IMATEL was introduced to the telecommunication industry through a
marketing promotion that it performed for AT&T in 1994. Upon being introduced to
the  opportunities  of  telecommunications,  IMATEL  shifted  its  focus to this
industry and renamed itself IMATEL.

               IMATEL's  initial  marketing  efforts  in the  telecommunications
industry was  successful.  By the end of 1995 IMATEL had  distributed  well over
1,000,000 calling cards to Latin American air travelers bound for the US. At the
same time IMATEL started  entering the call back market upon a specific  request
of these same  passengers  who wished to use IMATEL for their  telecommunication
needs from their Home Country.

               However  IMATEL  soon  found  out  that  a  successful  marketing
strategy  was not enough to  succeed in this  industry.  Without  the  technical
expertise,  as well to keep the  customers  satisfied,  insure  proper  billing,
control  costs,  and assess  profitability  on a product by product,  country by
country basis, the company could not survive.

               For  over a  year  IMATEL  management  researched  the  technical
industry and raised $ 1.5 million  dollars in capital to fund the development of
IMATEL's  technology.  IMATEL engineered its own proprietary  software and built
its own switches.  This  technology  not only gave IMATEL  control over customer
satisfaction  billing and cost  control but also allowed  IMATEL to  immediately
respond to  opportunities  that became  available in the market.  The technology
developed by IMATEL created an added  opportunity for future profits through the
franchising of such new technology to similar telephone

                                                         3

<PAGE>



companies in the future.


               With the addition of technology infrastructure developments,  and
IMATEL's  marketing  experience,  IMATEL has grown from a debit  card/call  back
company to a true carrier  with PTT (Post  Telegraph  Telephone)  relationships.
IMATEL is capable of providing international telephone service in many countries
and re-filing services, comparable to any major player in the market (AT&T, MCI,
Sprint, etc.).

Re-filing:  The Hub and Spoke Concept

               Re-filing in telecommunications is the same principle implemented
by the airline  industry  referred to as the 'hub and spoke'.  In most countries
around the world, each country has their own national telephone company,  called
the PTT (Post,  Telegraph & Telephone) of that country.  Many of these PTT's are
either  partially or fully owned by the  government of that country.  Almost all
PTT's  have a  monopoly  on  telephone  traffic  coming  out of that  country to
anywhere in the world.

               Until the last few decades AT&T and the Bell  companies  were for
all practical purposes,  the PTT of the United States. After the break-up of the
Bells and AT&T,  several other carriers emerged to carry traffic from the United
States to  anywhere in the world,  MCI,  Sprint,  LDDS/WorldCom  as well as many
smaller  carriers  and  re-sellers  of  carriers.   This,  of  course,   created
competition and drove US based telecommunications prices down substantially.

               Each  of  these  new   carriers,   in  order  to  carry   traffic
internationally, had two choices. The first was to run their traffic over AT&T's
lines,  and  therefore  pay to AT&T,  both AT&T's cost as well as AT&T's  profit
margin.  The second was to develop  relationships  and negotiate rates with each
individual country and therefore only pay the cost for traffic to that country.

               Each PTT, of each  country,  negotiated a different  price for US
traffic into their country based on many factors.  This results in international
rates that are far from  uniform and usually  have nothing to do with the number
of  miles a call is  going to  travel.  For  example,  a call  from the U.S.  to
Venezuela  might cost $.45 per minute  while a call to Columbia  might cost $.70
per minute,  a difference of $.25,  although the distance from the U.S. is about
the same.

               Also,  rates that Venezuela  might extend to the U.S. may be very
different from the rate that Venezuela  might extend to Canada or to Mexico.  In
addition,   countries  very  often  give  their  neighboring  countries  extreme
discounts in exchange for favorable

                                                         4

<PAGE>



rates from that neighboring country. The theory is that countries that are close
in geographical  location will naturally do higher levels of  telecommunications
traffic between the countries due to their proximity alone.

               For example,  Venezuela  might offer a very  inexpensive  rate to
Columbia,  hypothetically $.10 per minute. Given this hypothetical situation, it
may indeed be cheaper for a U.S.  based carrier to send all of its traffic bound
for Columbia through Venezuela.  The cost to send the call to Venezuela is $.45.
In addition,  the cost to send the call from  Venezuela to Columbia is $.10. The
total cost of $.55 is less than the cost to send the call from the U.S.
directly to Columbia, $.70.




               This savings of $.15 per minute for the carrier  sending the U.S.
traffic, allows for a greater profit margin for that carrier as well as for that
carrier to pass some of the savings  onto his  customers.  This  results in that
carrier  being  able to capture a much  larger  market  share of calls  going to
Columbia.

               However,  in order for the  carrier to send  traffic  directly to
Venezuela,  and then out of Venezuela to Columbia, the carrier must first have a
"settlement agreement" with the PTT of Venezuela.

               Each PTT, or each  individual  carrier,  has  agreements to carry
traffic  to every  other  country.  Some  PTTs  might  have a direct  settlement
agreement with other PTTs. With other countries,  the PTT or carrier, might ride
on another carrier or through yet another PTT (Re-filing).

               The more PTT relationships that a carrier is able to develop, the
greater number of choices the carrier has when terminating traffic. Each new PTT
relationship offers a new, and hopefully less expensive, way to route traffic to
every country in the world. With each PTT relationship  that is negotiated,  the
choices to route traffic grows exponentially. Thus, the hub and spoke concept.

The Market

               The global  telecommunications  market totals $602  billion.  Two
thirds of this market is focused in 6 countries, the U.S., Japan, Germany, U.K.,
France and Italy. These countries account for $383 billion of the global market,
with Italy accounting for $20 billion of this figure.

               IMATEL provides services to large businesses, governments, medium
and small business, other carriers (long distance,

                                                         5

<PAGE>



rebillers, resellers, and local exchanges).

               Our international  strategy is to provide integrated full service
communications with facilities based, end-to-end managed services. Currently 38%
of the global market is now open to competition  and 22% of the market will open
up 1/1/98, with the remaining 44% of the global  telecommunications  market open
for  competition  in the next 3-5  years.  With  local  access  networks  in key
centers,  long  distance  facilities  where  demand is strong and a cross border
infrastructure, IMATEL is uniquely positioned with the right assets in the right
place at the right  time  with a forward  international  marketing  and  service
strategy.

The IMATEL Technology

               IMATEL has created a PC based  switching  system that  represents
the following advantages over other types of switches.

Price

               The  P.C.  based  switch  costs  10 to 15%  to  build,  once  the
necessary software is developed, of the cost of a mainframe switch.

Flexibility

               All the code is  written  in a PC based  language  that is easily
adjusted by in house engineers.  In contrast,  Mainframe  switching  systems are
written in proprietary code that can only be accessed by the manufacturer.

Billing and Reporting.

               Currently  the PC is the most  popular  computer  platform on the
market today. There are numerous quality software packages being written for the
PC by dozens of companies.  This PC software is very inexpensive compared to the
price of proprietary  mainframe  software.  Mainframe  switch  billing  programs
usually  run on AS 400  platforms  and pricing  starts at $250,000  for the base
module without  enhancements.  The IMATEL PC based switch can interface with any
of these inexpensive,  off-the-shelf software packages,  including any currently
popular accounting packages.  This is due to the fact that IMATEL's switch is PC
based and therefore shares a common operating  system,  platform and format with
other PC based products . IMATEL  currently uses the Windows NT operating system
as well as Microsoft 's SQL server and Microsoft Office. This has allowed IMATEL
to  build a  flexible  billing  program.  IMATEL  can bill in any  currency,  in
increments of seconds,  minutes,  by pulse, or any other desired  feature.  This
allows  management to link all databases and determine on a real time basis, not
only every call that is made, but by how much it

                                                         6

<PAGE>



bills, how much it costs and therefore determines profitability
by country, product, and by time.

               Profitability is subject to change in accordance with the connect
ratio or based on the choice of available underline carriers.  By providing such
information  on a real  time  basis,  management  can  adjust  to those  changes
immediately, and capitalize on the opportunity to increase the company's overall
profitability.  In the  telecommunications  business  where  profits  depend  on
seconds  and  pennies,   the  obsession  with  minimum  details  and  "on  time"
performance are the key for an appropriate return on investment.

PC and Mainframe: The Ultimate Advantage.

               IMATEL believes that the best solution for high volume of traffic
is to have both the  mainframe and the PC working  together,  each doing what it
does best.  For higher  volumes of  traffic,  (IMATEL)  is now  gearing to these
volumes,  the PC based switch would sit in front of the mainframe switch and act
as what is known as the IVR (integrated Voice Response unit) The call would come
into  the PC  based  switch.  The PC  switch  would  take  down  all  the  vital
information,  such is where the call is coming from where it is going,  date and
time it started etc. etc. This would take a fraction of a second.  The PC switch
then passes the  information  to the PC data network so that the system could do
its data capture and calculation.  The PC switch would then pass the call to the
mainframe  switch for  processing  the actual call.  When the call is completed,
information  is sent to the PC  switch  that  records  the end of the  call  and
prepares billing and cost analysis.  With this specialized  system,  IMATEL does
not incur loss of immediate  and proper real time  reporting,  even when a major
volume is handled.  The PC collects the data,  and the mainframe does the actual
switching.  IMATEL  has a  fully  functional  debit  card  platform,  Call  Back
application,  and proprietary ICON system. IMATEL has created over 1000 lines of
code controlling the connecting of calls,  timing, and Least Cost Routing,  (the
selection of the right  carrier based upon the right price and right quality for
each individual country), and very sophisticated call progress analysis than can
insure quality control.

               IMATEL has invested heavily in its technology,  especially in its
billing  system  and  cost   reconciliation.   Management   believes  that  most
telecommunications companies fail, not due to a wrong marketing strategy, or the
biggest  and most  expensive  switch in the  market,  but because the billing to
their clients is faulty and/or the cost control is nonexistent.


THE IMATEL MARKETING STRATEGY


                                                         7

<PAGE>



               While the technology was being developed,  IMATEL created its own
marketing  strategy,  with an eye to events occurring around the world that will
modify the  telecommunications  industry  around the world within the next three
years.  The  deregulation  that is taking  shape  around the world  will  create
enormous  opportunities for our industry.  Rates will fall, corporate users that
now  represent 30% of the total users will control over 70% of the total traffic
and  international  traffic will grow in excess of 10% per annum. The areas that
will show the major growth will be Europe, Latin America and part of the orient.
To this end IMATEL  created  connecting  points in Venezuela for Latin  America,
Italy for Europe and soon a new location in the Orient will open.

               In  Venezuela  IMATEL  opened an  office in the fall of 1996,  in
accordance  with  the  local   regulations  the  country  is  open  for  partial
competition  now and total  competition  in the next 3 years.  We are  already a
small but credible  competitor  now and will expand even further in the next few
months,  not only in Venezuela  but in the rest of Latin  America.  In Italy the
company  opened  in  November  1996,  and  by  January  1  1998,  when  complete
competition  will be allowed  we are going to be one of the major  international
carriers in the country.


Production

Italy.

               In  Italy  we are  present  with an  international  calling  card
system,  international  refiling and ICON services to over 120 local  companies.
Italy at the moment  represents  29.8% of the volume  produced  and 22.4% of the
revenue.

Venezuela

               In  Venezuela  the ICON  system is being  used by 85 of the major
companies and is showing strong growth patterns.  Venezuela  represents 14.2% of
the minutes and 8 % of the revenue.  Debit Cards Domestic  credit cards 30.7% of
the  minutes and 46.9 % of the revenue  Call Back.  This is an activity  that is
slowly being  converted to ICON technology but still  represents  25.4% of total
minute and 22.7% of the revenue.




                                                         8

<PAGE>





                                                    "Unaudited"
                                             DEVELOPMENT BANCORP, LTD
                                                        AND
                                   INTERNATIONAL MARKETING AND ADVERTISING, INC.

                     Content Page Consolidated Pro Forma Financial Statements

                                              For the Periods Ending

                                             Six Months, June 30, 1997

Consolidated Pro Forma Balance Sheet, as of June 30, 1997.

Consolidated Pro Forma Income Statement for the six (6) month period ending June
30, 1997.

Consolidated  Pro Forma Statement of Adjustments to  Shareholders'  Equity as of
June 30, 1997.

Summary of International Marketing and Advertising, Inc. "Significant Accounting
 Policies and Notes
to Pro Forma Financial Statements" for the period ending June 30, 1997.

Summary of Development Bancorp, Ltd. "Significant  Accounting Policies and Notes
to Audited  Financial  Statements" for the fiscal year ending December 31, 1996,
as contained in the December 31, 1996 10KSB Report,  the  "Unaudited" 10Q Report
for the 6 months ended June 30, 1997 and this Current Report on Form 8-K.























                                                   

                                                         9

<PAGE>

<TABLE>
<CAPTION>


                                                    "Unaudited"
                                             DEVELOPMENT BANCORP, LTD.
                                       CONSOLIDATED PRO FORMA BALANCE SHEET
                                                   JUNE 30, 1997
                                            (11)          (1) International       DB/(CR)
                ASSETS                Development      Marketing and        Pro Forma     Consolidated
 Current Assets                      Bancorp, Ltd.     Advertising, Inc.   Adjustments      Pro Forma


<S>                                    <C>                <C>           <C>                  <C>                
Cash                                   $     2,521        $   21,579                          $     24,100
Receivables                                 17,694            25,597                                43,291
Receivable (Related Party)                 104,115                                                 104,115
Marketable Securities                      643,939                                                 643,939
Other Current Assets & Prepaids             17,808           189,548                               207,356
                                      -------------      ------------       -----------        -----------
      Total Current Assets                 786,077           236,724                  0          1,022,801
                                      ------------       ------------       ------------       -----------
Other Assets
Investments                              5,172,381                             (500,000)(7)      4,672,381
Note Receivable                            250,000                                                 250,000
Investment in Affiliate                                                         500,000 (7)        500,000
Property & Equipment-Net                    35,229            888,971(3)                           924,200
Other Assets/Systems Development                            1,086,574(2)                         1,086,574
                                       -----------         ----------            ----------        ----------
      Total Other Assets                 5,457,610          1,975,545                 0          7,433,155
                                        ----------        ----------              -------         ----------
          TOTAL ASSETS            $     6,243 687         $ 2,212,269             $   0      $   8,455,956
LIiABILITIES & EQUITY                   ========        =======              =======          =======
 Current Liabilities
 Checks drawn excess bank funds    $     218,878                                                   218,878
 Accounts Payable                         60,651           262,820(5a)                             323,471
 Accounts Payable  Affiliate                             ( 500,000)(7)           500,000
 Accrued Payroll                         234,223                                                   234,223
 Other Accrued Liabilities                 1,774              65,872                                67,646
                                    ------------         -----------               --------------          -----------
       Total Current Liabilities          515,526            328,692            ( 500,000)       1,344,218
                                     ------------         ----------              ---------     ----------
Long Term Liabilities
Equipment Leases Capitalized                                 316,531(15b)                          316,531
Notes Payable-Stockholders                                   409,268                               409,268
                              
       Total Long Term Liabilities         _________         725,799                   ________    725,799
                                                              ---------                                 -----------
      TOTAL LIABILITIES                   515,526           1,054,491            ( 500,000)      2,070,017
                                        
SHAREHOLDERS' EQUITY
CAPITAL STOCK:
  -Development Bancorp, Ltd.
   Common stock, no par value,
    50,000,000 shares authorized;
    3,394,668 issued/outstanding        12,134,685                                              12,134,685
  -International Mktg & Advert.
   Common stock, no par value,
     3,137 shares issued /outstanding                              21             (7)                   21                     0
PAID IN CAPITAL:                                            1,650,000       (7) (9)    992,222     657,778
RETAIN EARNING(DEFICIT)               (  6,471,085)(9)    (   492,243)            (9)( 492,243) (6,471,085)
TRANSLATION ADJUSTMENT                      64,561                                                  64,561
                                    -------------    ---------------          --------------       -------------
   TOTAL SHAREHOLDERS'
       EQUITY (DEFICIT)                   5,728,161         1,157,778                  500,000   6,385,939
                                        -----------         ---------              ---------       -----------
 TOTAL LIABILITIES AND
   SHAREHOLDERS' EQUITY       $           6,243,687       $ 2,212,269                $       0$  8,455,956
</TABLE>
                               ========   =======       =======        ========

                                     
 The accompanying notes are an integral
                                         part of the financial statements
                                                       

                                                        10

<PAGE>

<TABLE>
<CAPTION>


                                                    "Unaudited"
                                            DEVELOPMENT BANCORP, LTD.
                                  CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS
                                    FOR SIX MONTHS PERIOD ENDING JUNE 30, 1997

                                                                                          PRO FORMA COMPILATION
                                                      6/30/97                  6/30/97           6/30/97
                                                      DVBC(10-Q)              IMA (F/S)          Combined
                                               --------------           ----------------- --------------
 Revenues:
<S>                                            <C>                             <C>                    <C>
    Commissions, Consulting Fees, Dividends    $           543                 0                      343
    Sales                                                    0           325,130                  325,130
                                                                        -----------              ------------           -----------
      Total Revenues                                       543           325,130                  325,673

G & A Expenses                                         483,803           359,415                  843,218
--------------
                                                    ----------        ---------           -----------
   Income (Loss) from Operations                      (483,260)          (34,285)                (517,545)

Other Income (Expense):
  Unrealized Gain (Loss) on
  Marketable Securities                                 (2,116)                0                   (2,116)

  Interest Income                                       24,084                 0                   24,084

 (Writedown/Loss) Pemp Investments                  (2,884,818)                0                (2,884,818)

  (Writeoff/Expense) of  Systems
  Development Capitalized Costs
     1996 Expenditures                           0                   *  (169,652)                (507,699)
     1997 Expenditures                           0                   *  (338,047)                (338,047)

  Foreign Currency Transactions
  Gain or (Loss)                                          (619)                0                     (619)
                                                     ----------     ------------               ----------
      Total other Income (Expense)                  (2,863,469)         (338,047)              (3,201,516)

  Income (Loss) from Continuing
              Operations                            (3,346,729)         (372,332)              (3,719,061)

  Discontinued Operations Income/(Loss)                (14,098)                0                  (14,098)
                                                      --------       -----------              -----------
  Net  Income (Loss)                              $(3,360,827)    $    (372,332)              $(3,733,159)
                                                                        =======
                     Per share (Loss)                $(0.9900)         $(0.1097)              $(1.0997)

                                                     3,394,668        3,394,668                 3,394,668
                                                     =========       ==========                ==========
</TABLE>

                                      The accompanying notes are an integral
                                         part of the financial statements
                                                   

                                                        11

<PAGE>

<TABLE>
<CAPTION>


                                                    "Unaudited"
                                            DEVELOPMENT BANCORP, LTD.
                                   PRO FORMA ADJUSTMENTS TO SHAREHOLDERS' EQUITY
                                                   JUNE 30, 1997

                                                     .                   Debit/(Credit)
 .
                                        Total                                       Retained                   Total
                                       Number         Capital          Capital      (Earnings)     Cash       (Equity)
                                     Of Shares          Stock          Surplus          Loss     Purchase     Deficit
                                     ---------------  ---------   ------------ ------------   -----------  -------------
Before Acquisition of
International Marketing
and Advertising
 Development Bancorp, Ltd.
<S>                                <C>             <C>                <C>                                 <C>         
    Common Stock & Equity          3,394,668(8)    $(12,134,685)      $            6,471,085              $(5,663,600)
    Translation Adjustment                                                                               (     64,561)
                                                                                                        -----------
    Total Equity-DVBC                                                                                      (5,728,561)

Acquisition of International
Marketing and Advertising, Inc.
 Payment of $500,000 (US $) in*
  exchange for all Common
  Stock shares of  International
  Marketing and Advertising, Inc.      3,137(7)  (           21)(7)    (1,650,000)    492,243             (1,157,778)

Transfer International Marketing
  Retained Earnings (Deficit)
  Prior to Acqusition Transfer to                                         492,243   (492,243)(9)                 -0-
  Capital Surplus Accoun

Investment Cash Purchase/exchange
  International Marketing Stock         (3,137)(7)                21(7)   499,979*               (500,000)*      -0-
                                    -------------       ------------- -------------  ------------ ======    -------------
Development Bancorp, Ltd.
SHAREHOLDERS' EQUITY
JUNE 30, 1997 after acquisition
of International Marketing and
Advertising, Inc.                     3,394,668(8)         $(12,134,685)( 657,778)   6,471,085            ( 6,385,939)
                                        =======               =========     =======    =======                =======
</TABLE>

 *Balancing  entry  for  recording   $500,000  Cash  Purchase   transaction  for
acquisition of IMA Capital Stock.





                                      The accompanying notes are an integral
                                         part of the financial statements
                                                      

                                                        12

<PAGE>



                                                    "Unaudited"
                                            DEVELOPMENT BANCORP, LTD.
                        NOTES TO FINANCIAL STATEMENTS FOR PRO FORMA ADJUSTMENTS
                    APPLICABLE TO INTERNATIONAL MARKETING and ADVERTISING, INC.

                                        For The Period Ending June 30, 1997

Note 1:    Organization and Significant Accounting Policies

Nature of Organization:

International  Marketing and Advertising,  Inc. ("IMA") is a service corporation
organized  in the State of Florida  for the  purpose of  providing  a  telephone
marketing system readily  accessible to any person in the United States and also
on a  world-wide  basis.  IMA is a  privately-owned  Corporation  which is being
acquired by Development Bancorp, Ltd. in a cash purchase transaction and will be
operated as a wholly-owned entity of Development Bancorp, Ltd.

Basis of Presentation:

All  references  in  these  Notes  refer  solely  to the  "Unaudited"  Financial
Statements  for  IMA  which  were  prepared  by  IMA's  in-house  Accountant  in
accordance  with  Generally  Accepted  Accounting  Principles.  All  significant
intercompany accounts and transactions have been eliminated.

Other Assets:

Other Assets  consists of the  Intellectual  Properties  and  Computer  Database
Systems  which have been  developed  by IMA and have been valued at their actual
acquisition costs for financial statement presentation.

Property and Equipment:

Property  and  Equipment  is  stated at cost.  Depreciation  is  computed  using
straight line and MACRS Tax Basis methods over the estimated useful lives of the
assets, 5, 7, and 15 years.

Expenditures  for  additions  and  improvements  are  capitalized.  Repairs  and
maintenance are expensed as incurred.

Industry and Geographical Segment Reporting ;

Not applicable for this reporting period.

Use of Estimates:

The preparation of financial  statements in conformity  with Generally  Accepted
Accounting   Principles  requires  management  to  make  certain  estimates  and
assumptions  about the future outcome of current  transactions  which may affect
reporting and  disclosure of these  transactions.  Accordingly,  actual  results
could differ from those estimates used in preparing these financial statements.

Newly-Issued Accounting Standards:

In March 1995, Statement of Financial Accounting Standards No. 121, "Accounting
for the Impairment of Long-Lived Assets and for the
Long-Lived Assets to be disposed of" (SFAS No. 121) was issued.  IMA will adopt
 SFAS No. 121 for the issuance of its Financial
Statements.

                                                    

                                                        13

<PAGE>




                                                    "Unaudited"
                                            DEVELOPMENT BANCORP, LTD.
                        NOTES TO FINANCIAL STATEMENTS FOR PRO FORMA ADJUSTMENTS
                     APPLICABLE TO INTERNATIONAL MARKETING AND ADVERTISING, INC.

                                        For The Period Ending June 30, 1997

Note 1:   Organization and Significant Accounting Policies (Continued)

Newly-Issued Accounting Standards (Continued):

This  standard  requires  that  long-lived  assets and  certain  intangibles  be
reviewed for impairment  whenever  events or changes in  circumstances  indicate
that the carrying  value of an asset may not be  recoverable.  In adopting  this
standard,  IMA will be required to estimate the future cash flows  expected from
the use of the asset and its eventual disposition. If the sum of the future cash
flows  (undiscounted  and without  interest  charges) is less than the  carrying
amount of the asset,  an "Impairment  Loss" would be recognized and reflected in
IMA's  Financial  Statements for the fiscal period  involved.  IMA's  Management
believes that the impact of SFAS No. 121 on IMA's financial position and results
of operations is not expected to be material.

Note 2:   Other Assets

Other Assets represents the actual costs incurred by IMA in the development of a
Telephone  Marketing and Advertising  Computer  Database System.  In conjunction
with this activity, IMA purchased/leased Hardware and Software. Summarized below
are the major components of these assets:

<TABLE>
<CAPTION>

         Description                                           Original Costs
<S>                                                           <C>        
           Hardware and software                              $   295,888
           Telephone Systems                                      500,649
           Miscellaneous Equipment                                 27,780
                  Sub Total                                   $   824,317
           Systems Development Capitalized Costs                  262.257
                                                                  ----------
                  Total Other Assets                            $1,086,574
                                                                   =======
</TABLE>

Note 3:   Property and Equipment - Fixed Assets

These assets consisted of the following catagories at June 30, 1997:
                Office Furniture and Equipment                    $    29,200
                Communications Equipment                              366,837
           Computer Equipement                                        557,980
                                                                    --------
                    Total Actual Costs Capitalized                 $  954,017
                Less Accumulated Depreciation                      (   65,046)
                    Net Property and Equipment                      $  888,971
                                                                        ======
Depreciation  expense totalled  $26,250 for the period 1/1/97 to 6/30/97.  Prior
years' Depreciation expense was $22,554 in 1996 and $16,242 in 1995.

Note 4:   Accrued Liabilities - Current

As of June 30, 1997, IMA had Accrued  Liabilities of $65,872 which  consisted of
Corporate  Income Tax  Liability  of $12,975  and  Payroll  Tax  Liabilities  of
$52,897.

                                                       



                                                    "Unaudited"
                                             DEVELOPMENT BANCORP, LTD.
                      NOTES TO FINANCIAL STATEMENTS FOR PRO FORMA ADJUSTMENTS
                  APPLICABLE TO INTERNATIONAL MARKETING AND ADVERTISING, INC.

                                        For The Period Ending June 30, 1997

Note 5:   Accounts Payable/Commitments and Contingencies

                                                        14

<PAGE>




a)  Accounts Payable ($262,820):
As of June 30, 1997,  IMA reflects a total of $164,137 due to trade  vendors and
$98,683 for the fiscal current year's lease obligations (to 12/31/97).

b)  Commitments/Operating Leases:
IMA currently has ten (10)  operating  leases  amounting to $316,531 (net of the
$98,683  included in  Accounts  Payables).  Following  is a summary of the lease
obligations by fiscal year (ending 12/31/97):

                           Fiscal Year 1998          $220,371
                           Fiscal Year 1999            89,055
                           Fiscal Year 2000             7,105
                                                       ---------
                                       Total         $316,531
                                                       ======
c) Contingencies:
There  are no  known  contingencies  to  provide  for as of the  date  of  these
financial statements.

Note 6:   Income Taxes

IMA has an accrual of $12,975 for Corporate Income Taxes.

Note 7:   Consideration given by Development Bancorp, Ltd. for the acquisition 
of International Marketing and Advertising, Inc.

In  accordance  with terms and  conditions  stated in the  AGREEMENT AND PLAN OF
REORGANIZATION  (the "Agreement")  dated December x, 1997,  between  Development
Bancorp, Ltd. (the "Company") and International Marketing and Advertising,  Inc.
(IMA), the "Company" will acquire all of the outstanding  Capital (Common) Stock
Shares of IMA (3,137  SHARES) for a total cash purchase  price of $500,000 (U.S.
Dollars).

Note 8:   Development Bancorp, Ltd. Capital Stock as of June 30, 1997

The Capital Stock structure of Development Bancorp, Ltd. consists of  the
 following Capital Stock Issues:

         a) Common Stock, no par value
             50,000,000   shares   authorized;   3,394,668   shares  issued  and
             outstanding  as of June 30, 1997 with a current  total  capitalized
             value of $12,134,685.





                                                



                                                    "Unaudited"
                                             DEVELOPMENT BANCORP, LTD.
                    NOTES TO TO FINANCIAL STATEMENTS FOR PRO FORMA ADJUSTMENTS
                    APPLICABLE TO INTERNATIONAL MARKETING AND ADVERTISING, INC.

                                        For The Period Ending June 30, 1997

Note  9:    Development Bancorp, Ltd. Shareholders' Equity

The Accumulated Retained Earnings (Deficit) of Development Bancorp, Ltd. as of 
June 30, 1997 was a
$(6,471,085 Deficit).

Note 10:   Consolidated Pro Forma Income Statement Reporting Period

The Income Statement period covers the 6 Month (interim) period ending June 30,
 1997 for Development Bancorp, Ltd. and International
Marketing and Advertising, Inc.

Note 11:  Organization, Significant Accounting Policies, and Footnotes to 
Financial Statements


                                                        15

<PAGE>



Refer to the Development Bancorp, Ltd. 10KSB for the 12 months ended December
 31, 1996 and the 10QSB for the 6 months ended June
30, 1997.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(a)(b)The required financial statements of IMATEL are unavailable as of the date
hereof and will be filed by the Registrant  pursuant to the  requirements of the
Securities  Exchange Act and the rules and  regulations  promulgated  thereunder
within 60 days of the date of the event  reported  herein.  Unaudited  financial
information is presented in Item 5.

(c)Exhibits

2.Plan of acquisition, reorganization, arrangement, liquidation or succession.

                           2.1.  Share Purchase Agreement between IMATEL and the
 Company.


                                                        16

<PAGE>



                                                    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.

Dated:     December 11, 1997                      IMATEL HOLDINGS, INC.



                                                  By:    /s/ Dempsey K. Mork
                                                         Dempsey K. Mork
                                                         Secretary

                                                        17


<PAGE>
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K REPORTING ACQUISITION OF IMATEL", "secsgml_size_bytes": 44724}]
{"company-data": {"conformed-name": "DEVELOPMENT BANCORP LTD", "cik": "0000915337", "assigned-sic": "6211", "irs-number": "911268870", "state-of-incorporation": "WA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-22934", "film-number": "97737026"}, "business-address": {"street1": "74900 HGWY 111", "street2": "STE 121", "city": "INDIAN WELLS", "state": "CA", "zip": "92210", "phone": "7148362400"}, "mail-address": {"street1": "74900 HGWY 111", "street2": "STE 121", "city": "INDIAN WELLS", "state": "CA", "zip": "92210"}}
SECURITIES AND EXCHANGE COMMISSION

                                              Washington, D.C. 20549

                                                     FORM 8-K

                                                  CURRENT REPORT

                                        Pursuant to Section 13 or 15(d) of
                                        the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)  October 20, 1997

                                             IMATEL HOLDINGS, INC.
(             Exact name of registrant as specified in its charter)

                                             DEVELOPMENT BANCORP, LTD.
                                                  (FORMER NAME)
                         
                                                    WASHINGTON

                                  (State or other jurisdiction of incorporation)

         0-22934                                                     91-1268870
(Commission File Number)                      (IRS Employer Identification No.)

45110 Club Drive, Suite B, Indian Wells, California                      92210
--------------------------------------------------------------------------------
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code:  (760) 360-5793

Item 2.        Acquisition or Disposition of Assets.

         On October  20,  1997,  pursuant  to a Stock  Purchase  Agreement  (the
"Agreement")  the Company  agreed to purchase  3,266 shares (equal to 51% of the
capital  stock) of  International  Marketing  and  Advertising,  Inc.  a Florida
corporation engaged in the telecommunications  business,  ("IMATEL") for cash of
$500,000.  Initially,  the Company  acquired 2,881 shares or 45% of IMATEL,  for
$350,000.  The purchase of the  remaining  385 shares (or 6%) for $150,000 is to
take place within 5 days of receipt by IMATEL of the  requisite  approval of the
Federal Communications Commission for the change in control.

         In addition,  the Company  agreed to issue 19,818  shares of its common
stock to certain  shareholders of IMATEL in  cancellation  of shareholder  loans
extended to IMATEL by such individuals, as follows:

                       Name of
                     Shareholder               Loan Amount               Shares

                    Roberto Galoppi                20,459                  6,819
                    Fabio Galoppi                  19,000                  6,333
                    Andea Ciba                     20,000                  6,666

               The holders of the  pre-acquisition  shares of IMATEL  shall have
the right to exchange such shares for shares of Company  Common Stock as soon as
IMATEL  achieves  net  profit  before  taxes  of no less  than  $100,000  in two
consecutive fiscal quarters.  IMATEL has granted to the Company a right of first
refusal  to  purchase  additional  shares of IMATEL  and to  provide  additional
financing.

               Pursuant to the Agreement,  the Company is obligated to establish
a stock option plan under which IMATEL  management  shall be granted  options to
purchse  600,000  shares of  Company  Common  Stock,  to vest  according  to the
following  schedule:  100,000  options  exercisable  at  $4.00  upon  the  first
$1,000,000  in IMATEL  earnings,  200,000  options  at $5.00 per share  upon the
second  $1,000,000 in earnings,  and 300,000 options at $6.00 per share upon the
thrid  $3,000,000  in earnings.  The  earnings  targets are  cumulative  and all
options expire three years from closing.

               Pursuant to the Agreement, Robert Galoppi was elected as
chairman and chief executive officer, of the Company to serve with
Messrs. Riccardo Mortara, and Dempsey K. Mork, and IMATEL elected
Messrs. Dempsey K. Mork, Riccardo Mortara, Mark Neuman and Randall
A. Baker to the IMATEL Board, to serve with Messrs. Roberto
Galoppi, Fabio Galoppi and Andrea Ciba.

                                                         2
The  Company has  changed  its name to Imatel  Holdings,  Inc. as
required by the  Agreement  and IMATEL has agreed to changes its name to Imatel,
Inc.

               Imatel has engaged the  Company's  Independent  Certified  Public
Accountants,  Pritchett,  Siler & Hardy,  to audit its  financial  statements as
required by the Exchange Act.

Item 5.        Other Events

               The following information is presented with respect to IMATEL.

Overview of IMATEL

               IMATEL  was   incorporated  in  1987  as  I.M.A..   As  the  name
International  Marketing  and  Advertising  implies,  IMATEL  began  as a  small
consulting  firm  assisting  companies in the US to expand their market share in
Latin America as well as companies in Latin America to expand their market share
in the US.

               IMATEL was introduced to the telecommunication industry through a
marketing promotion that it performed for AT&T in 1994. Upon being introduced to
the  opportunities  of  telecommunications,  IMATEL  shifted  its  focus to this
industry and renamed itself IMATEL.

               IMATEL's  initial  marketing  efforts  in the  telecommunications
industry was  successful.  By the end of 1995 IMATEL had  distributed  well over
1,000,000 calling cards to Latin American air travelers bound for the US. At the
same time IMATEL started  entering the call back market upon a specific  request
of these same  passengers  who wished to use IMATEL for their  telecommunication
needs from their Home Country.

               However  IMATEL  soon  found  out  that  a  successful  marketing
strategy  was not enough to  succeed in this  industry.  Without  the  technical
expertise,  as well to keep the  customers  satisfied,  insure  proper  billing,
control  costs,  and assess  profitability  on a product by product,  country by
country basis, the company could not survive.

               For  over a  year  IMATEL  management  researched  the  technical
industry and raised $ 1.5 million  dollars in capital to fund the development of
IMATEL's  technology.  IMATEL engineered its own proprietary  software and built
its own switches.  This  technology  not only gave IMATEL  control over customer
satisfaction  billing and cost  control but also allowed  IMATEL to  immediately
respond to  opportunities  that became  available in the market.  The technology
developed by IMATEL created an added  opportunity for future profits through the
franchising of such new technology to similar telephone

                                                         3
companies in the future.

               With the addition of technology infrastructure developments,  and
IMATEL's  marketing  experience,  IMATEL has grown from a debit  card/call  back
company to a true carrier  with PTT (Post  Telegraph  Telephone)  relationships.
IMATEL is capable of providing international telephone service in many countries
and re-filing services, comparable to any major player in the market (AT&T, MCI,
Sprint, etc.).

Re-filing:  The Hub and Spoke Concept

               Re-filing in telecommunications is the same principle implemented
by the airline  industry  referred to as the 'hub and spoke'.  In most countries
around the world, each country has their own national telephone company,  called
the PTT (Post,  Telegraph & Telephone) of that country.  Many of these PTT's are
either  partially or fully owned by the  government of that country.  Almost all
PTT's  have a  monopoly  on  telephone  traffic  coming  out of that  country to
anywhere in the world.

               Until the last few decades AT&T and the Bell  companies  were for
all practical purposes,  the PTT of the United States. After the break-up of the
Bells and AT&T,  several other carriers emerged to carry traffic from the United
States to  anywhere in the world,  MCI,  Sprint,  LDDS/WorldCom  as well as many
smaller  carriers  and  re-sellers  of  carriers.   This,  of  course,   created
competition and drove US based telecommunications prices down substantially.

               Each  of  these  new   carriers,   in  order  to  carry   traffic
internationally, had two choices. The first was to run their traffic over AT&T's
lines,  and  therefore  pay to AT&T,  both AT&T's cost as well as AT&T's  profit
margin.  The second was to develop  relationships  and negotiate rates with each
individual country and therefore only pay the cost for traffic to that country.

               Each PTT, of each  country,  negotiated a different  price for US
traffic into their country based on many factors.  This results in international
rates that are far from  uniform and usually  have nothing to do with the number
of  miles a call is  going to  travel.  For  example,  a call  from the U.S.  to
Venezuela  might cost $.45 per minute  while a call to Columbia  might cost $.70
per minute,  a difference of $.25,  although the distance from the U.S. is about
the same.

               Also,  rates that Venezuela  might extend to the U.S. may be very
different from the rate that Venezuela  might extend to Canada or to Mexico.  In
addition,   countries  very  often  give  their  neighboring  countries  extreme
discounts in exchange for favorable

                                                         4
rates from that neighboring country. The theory is that countries that are close
in geographical  location will naturally do higher levels of  telecommunications
traffic between the countries due to their proximity alone.

               For example,  Venezuela  might offer a very  inexpensive  rate to
Columbia,  hypothetically $.10 per minute. Given this hypothetical situation, it
may indeed be cheaper for a U.S.  based carrier to send all of its traffic bound
for Columbia through Venezuela.  The cost to send the call to Venezuela is $.45.
In addition,  the cost to send the call from  Venezuela to Columbia is $.10. The
total cost of $.55 is less than the cost to send the call from the U.S.
directly to Columbia, $.70.

               This savings of $.15 per minute for the carrier  sending the U.S.
traffic, allows for a greater profit margin for that carrier as well as for that
carrier to pass some of the savings  onto his  customers.  This  results in that
carrier  being  able to capture a much  larger  market  share of calls  going to
Columbia.

               However,  in order for the  carrier to send  traffic  directly to
Venezuela,  and then out of Venezuela to Columbia, the carrier must first have a
"settlement agreement" with the PTT of Venezuela.

               Each PTT, or each  individual  carrier,  has  agreements to carry
traffic  to every  other  country.  Some  PTTs  might  have a direct  settlement
agreement with other PTTs. With other countries,  the PTT or carrier, might ride
on another carrier or through yet another PTT (Re-filing).

               The more PTT relationships that a carrier is able to develop, the
greater number of choices the carrier has when terminating traffic. Each new PTT
relationship offers a new, and hopefully less expensive, way to route traffic to
every country in the world. With each PTT relationship  that is negotiated,  the
choices to route traffic grows exponentially. Thus, the hub and spoke concept.

The Market

               The global  telecommunications  market totals $602  billion.  Two
thirds of this market is focused in 6 countries, the U.S., Japan, Germany, U.K.,
France and Italy. These countries account for $383 billion of the global market,
with Italy accounting for $20 billion of this figure.

               IMATEL provides services to large businesses, governments, medium
and small business, other carriers (long distance,

                                                         5
rebillers, resellers, and local exchanges).

               Our international  strategy is to provide integrated full service
communications with facilities based, end-to-end managed services. Currently 38%
of the global market is now open to competition  and 22% of the market will open
up 1/1/98, with the remaining 44% of the global  telecommunications  market open
for  competition  in the next 3-5  years.  With  local  access  networks  in key
centers,  long  distance  facilities  where  demand is strong and a cross border
infrastructure, IMATEL is uniquely positioned with the right assets in the right
place at the right  time  with a forward  international  marketing  and  service
strategy.

The IMATEL Technology

               IMATEL has created a PC based  switching  system that  represents
the following advantages over other types of switches.

Price

               The  P.C.  based  switch  costs  10 to 15%  to  build,  once  the
necessary software is developed, of the cost of a mainframe switch.

Flexibility

               All the code is  written  in a PC based  language  that is easily
adjusted by in house engineers.  In contrast,  Mainframe  switching  systems are
written in proprietary code that can only be accessed by the manufacturer.

Billing and Reporting.

               Currently  the PC is the most  popular  computer  platform on the
market today. There are numerous quality software packages being written for the
PC by dozens of companies.  This PC software is very inexpensive compared to the
price of proprietary  mainframe  software.  Mainframe  switch  billing  programs
usually  run on AS 400  platforms  and pricing  starts at $250,000  for the base
module without  enhancements.  The IMATEL PC based switch can interface with any
of these inexpensive,  off-the-shelf software packages,  including any currently
popular accounting packages.  This is due to the fact that IMATEL's switch is PC
based and therefore shares a common operating  system,  platform and format with
other PC based products . IMATEL  currently uses the Windows NT operating system
as well as Microsoft 's SQL server and Microsoft Office. This has allowed IMATEL
to  build a  flexible  billing  program.  IMATEL  can bill in any  currency,  in
increments of seconds,  minutes,  by pulse, or any other desired  feature.  This
allows  management to link all databases and determine on a real time basis, not
only every call that is made, but by how much it

                                                         6
bills, how much it costs and therefore determines profitability
by country, product, and by time.

               Profitability is subject to change in accordance with the connect
ratio or based on the choice of available underline carriers.  By providing such
information  on a real  time  basis,  management  can  adjust  to those  changes
immediately, and capitalize on the opportunity to increase the company's overall
profitability.  In the  telecommunications  business  where  profits  depend  on
seconds  and  pennies,   the  obsession  with  minimum  details  and  "on  time"
performance are the key for an appropriate return on investment.

PC and Mainframe: The Ultimate Advantage.

               IMATEL believes that the best solution for high volume of traffic
is to have both the  mainframe and the PC working  together,  each doing what it
does best.  For higher  volumes of  traffic,  (IMATEL)  is now  gearing to these
volumes,  the PC based switch would sit in front of the mainframe switch and act
as what is known as the IVR (integrated Voice Response unit) The call would come
into  the PC  based  switch.  The PC  switch  would  take  down  all  the  vital
information,  such is where the call is coming from where it is going,  date and
time it started etc. etc. This would take a fraction of a second.  The PC switch
then passes the  information  to the PC data network so that the system could do
its data capture and calculation.  The PC switch would then pass the call to the
mainframe  switch for  processing  the actual call.  When the call is completed,
information  is sent to the PC  switch  that  records  the end of the  call  and
prepares billing and cost analysis.  With this specialized  system,  IMATEL does
not incur loss of immediate  and proper real time  reporting,  even when a major
volume is handled.  The PC collects the data,  and the mainframe does the actual
switching.  IMATEL  has a  fully  functional  debit  card  platform,  Call  Back
application,  and proprietary ICON system. IMATEL has created over 1000 lines of
code controlling the connecting of calls,  timing, and Least Cost Routing,  (the
selection of the right  carrier based upon the right price and right quality for
each individual country), and very sophisticated call progress analysis than can
insure quality control.

               IMATEL has invested heavily in its technology,  especially in its
billing  system  and  cost   reconciliation.   Management   believes  that  most
telecommunications companies fail, not due to a wrong marketing strategy, or the
biggest  and most  expensive  switch in the  market,  but because the billing to
their clients is faulty and/or the cost control is nonexistent.

THE IMATEL MARKETING STRATEGY

                                                         7
While the technology was being developed,  IMATEL created its own
marketing  strategy,  with an eye to events occurring around the world that will
modify the  telecommunications  industry  around the world within the next three
years.  The  deregulation  that is taking  shape  around the world  will  create
enormous  opportunities for our industry.  Rates will fall, corporate users that
now  represent 30% of the total users will control over 70% of the total traffic
and  international  traffic will grow in excess of 10% per annum. The areas that
will show the major growth will be Europe, Latin America and part of the orient.
To this end IMATEL  created  connecting  points in Venezuela for Latin  America,
Italy for Europe and soon a new location in the Orient will open.

               In  Venezuela  IMATEL  opened an  office in the fall of 1996,  in
accordance  with  the  local   regulations  the  country  is  open  for  partial
competition  now and total  competition  in the next 3 years.  We are  already a
small but credible  competitor  now and will expand even further in the next few
months,  not only in Venezuela  but in the rest of Latin  America.  In Italy the
company  opened  in  November  1996,  and  by  January  1  1998,  when  complete
competition  will be allowed  we are going to be one of the major  international
carriers in the country.

Production

Italy.

               In  Italy  we are  present  with an  international  calling  card
system,  international  refiling and ICON services to over 120 local  companies.
Italy at the moment  represents  29.8% of the volume  produced  and 22.4% of the
revenue.

Venezuela

               In  Venezuela  the ICON  system is being  used by 85 of the major
companies and is showing strong growth patterns.  Venezuela  represents 14.2% of
the minutes and 8 % of the revenue.  Debit Cards Domestic  credit cards 30.7% of
the  minutes and 46.9 % of the revenue  Call Back.  This is an activity  that is
slowly being  converted to ICON technology but still  represents  25.4% of total
minute and 22.7% of the revenue.

                                                         8
"Unaudited"
                                             DEVELOPMENT BANCORP, LTD
                                                        AND
                                   INTERNATIONAL MARKETING AND ADVERTISING, INC.

                     Content Page Consolidated Pro Forma Financial Statements

                                              For the Periods Ending

                                             Six Months, June 30, 1997

Consolidated Pro Forma Balance Sheet, as of June 30, 1997.

Consolidated Pro Forma Income Statement for the six (6) month period ending June
30, 1997.

Consolidated  Pro Forma Statement of Adjustments to  Shareholders'  Equity as of
June 30, 1997.

Summary of International Marketing and Advertising, Inc. "Significant Accounting
 Policies and Notes
to Pro Forma Financial Statements" for the period ending June 30, 1997.

Summary of Development Bancorp, Ltd. "Significant  Accounting Policies and Notes
to Audited  Financial  Statements" for the fiscal year ending December 31, 1996,
as contained in the December 31, 1996 10KSB Report,  the  "Unaudited" 10Q Report
for the 6 months ended June 30, 1997 and this Current Report on Form 8-K.

                                                   

                                                         9
"Unaudited"
                                             DEVELOPMENT BANCORP, LTD.
                                       CONSOLIDATED PRO FORMA BALANCE SHEET
                                                   JUNE 30, 1997
                                            (11)          (1) International       DB/(CR)
                ASSETS                Development      Marketing and        Pro Forma     Consolidated
 Current Assets                      Bancorp, Ltd.     Advertising, Inc.   Adjustments      Pro Forma
Cash                                   $     2,521        $   21,579                          $     24,100
Receivables                                 17,694            25,597                                43,291
Receivable (Related Party)                 104,115                                                 104,115
Marketable Securities                      643,939                                                 643,939
Other Current Assets & Prepaids             17,808           189,548                               207,356
                                      -------------      ------------       -----------        -----------
      Total Current Assets                 786,077           236,724                  0          1,022,801
                                      ------------       ------------       ------------       -----------
Other Assets
Investments                              5,172,381                             (500,000)(7)      4,672,381
Note Receivable                            250,000                                                 250,000
Investment in Affiliate                                                         500,000 (7)        500,000
Property & Equipment-Net                    35,229            888,971(3)                           924,200
Other Assets/Systems Development                            1,086,574(2)                         1,086,574
                                       -----------         ----------            ----------        ----------
      Total Other Assets                 5,457,610          1,975,545                 0          7,433,155
                                        ----------        ----------              -------         ----------
          TOTAL ASSETS            $     6,243 687         $ 2,212,269             $   0      $   8,455,956
LIiABILITIES & EQUITY                   ========        =======              =======          =======
 Current Liabilities
 Checks drawn excess bank funds    $     218,878                                                   218,878
 Accounts Payable                         60,651           262,820(5a)                             323,471
 Accounts Payable  Affiliate                             ( 500,000)(7)           500,000
 Accrued Payroll                         234,223                                                   234,223
 Other Accrued Liabilities                 1,774              65,872                                67,646
                                    ------------         -----------               --------------          -----------
       Total Current Liabilities          515,526            328,692            ( 500,000)       1,344,218
                                     ------------         ----------              ---------     ----------
Long Term Liabilities
Equipment Leases Capitalized                                 316,531(15b)                          316,531
Notes Payable-Stockholders                                   409,268                               409,268
                              
       Total Long Term Liabilities         _________         725,799                   ________    725,799
                                                              ---------                                 -----------
      TOTAL LIABILITIES                   515,526           1,054,491            ( 500,000)      2,070,017
                                        
SHAREHOLDERS' EQUITY
CAPITAL STOCK:
  -Development Bancorp, Ltd.
   Common stock, no par value,
    50,000,000 shares authorized;
    3,394,668 issued/outstanding        12,134,685                                              12,134,685
  -International Mktg & Advert.
   Common stock, no par value,
     3,137 shares issued /outstanding                              21             (7)                   21                     0
PAID IN CAPITAL:                                            1,650,000       (7) (9)    992,222     657,778
RETAIN EARNING(DEFICIT)               (  6,471,085)(9)    (   492,243)            (9)( 492,243) (6,471,085)
TRANSLATION ADJUSTMENT                      64,561                                                  64,561
                                    -------------    ---------------          --------------       -------------
   TOTAL SHAREHOLDERS'
       EQUITY (DEFICIT)                   5,728,161         1,157,778                  500,000   6,385,939
                                        -----------         ---------              ---------       -----------
 TOTAL LIABILITIES AND
   SHAREHOLDERS' EQUITY       $           6,243,687       $ 2,212,269                $       0$  8,455,956
========   =======       =======        ========

                                     
 The accompanying notes are an integral
                                         part of the financial statements
                                                       

                                                        10
"Unaudited"
                                            DEVELOPMENT BANCORP, LTD.
                                  CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS
                                    FOR SIX MONTHS PERIOD ENDING JUNE 30, 1997

                                                                                          PRO FORMA COMPILATION
                                                      6/30/97                  6/30/97           6/30/97
                                                      DVBC(10-Q)              IMA (F/S)          Combined
                                               --------------           ----------------- --------------
 Revenues:
Commissions, Consulting Fees, Dividends    $           543                 0                      343
    Sales                                                    0           325,130                  325,130
                                                                        -----------              ------------           -----------
      Total Revenues                                       543           325,130                  325,673

G & A Expenses                                         483,803           359,415                  843,218
--------------
                                                    ----------        ---------           -----------
   Income (Loss) from Operations                      (483,260)          (34,285)                (517,545)

Other Income (Expense):
  Unrealized Gain (Loss) on
  Marketable Securities                                 (2,116)                0                   (2,116)

  Interest Income                                       24,084                 0                   24,084

 (Writedown/Loss) Pemp Investments                  (2,884,818)                0                (2,884,818)

  (Writeoff/Expense) of  Systems
  Development Capitalized Costs
     1996 Expenditures                           0                   *  (169,652)                (507,699)
     1997 Expenditures                           0                   *  (338,047)                (338,047)

  Foreign Currency Transactions
  Gain or (Loss)                                          (619)                0                     (619)
                                                     ----------     ------------               ----------
      Total other Income (Expense)                  (2,863,469)         (338,047)              (3,201,516)

  Income (Loss) from Continuing
              Operations                            (3,346,729)         (372,332)              (3,719,061)

  Discontinued Operations Income/(Loss)                (14,098)                0                  (14,098)
                                                      --------       -----------              -----------
  Net  Income (Loss)                              $(3,360,827)    $    (372,332)              $(3,733,159)
                                                                        =======
                     Per share (Loss)                $(0.9900)         $(0.1097)              $(1.0997)

                                                     3,394,668        3,394,668                 3,394,668
                                                     =========       ==========                ==========
The accompanying notes are an integral
                                         part of the financial statements
                                                   

                                                        11
"Unaudited"
                                            DEVELOPMENT BANCORP, LTD.
                                   PRO FORMA ADJUSTMENTS TO SHAREHOLDERS' EQUITY
                                                   JUNE 30, 1997

                                                     .                   Debit/(Credit)
 .
                                        Total                                       Retained                   Total
                                       Number         Capital          Capital      (Earnings)     Cash       (Equity)
                                     Of Shares          Stock          Surplus          Loss     Purchase     Deficit
                                     ---------------  ---------   ------------ ------------   -----------  -------------
Before Acquisition of
International Marketing
and Advertising
 Development Bancorp, Ltd.
Common Stock & Equity          3,394,668(8)    $(12,134,685)      $            6,471,085              $(5,663,600)
    Translation Adjustment                                                                               (     64,561)
                                                                                                        -----------
    Total Equity-DVBC                                                                                      (5,728,561)

Acquisition of International
Marketing and Advertising, Inc.
 Payment of $500,000 (US $) in*
  exchange for all Common
  Stock shares of  International
  Marketing and Advertising, Inc.      3,137(7)  (           21)(7)    (1,650,000)    492,243             (1,157,778)

Transfer International Marketing
  Retained Earnings (Deficit)
  Prior to Acqusition Transfer to                                         492,243   (492,243)(9)                 -0-
  Capital Surplus Accoun

Investment Cash Purchase/exchange
  International Marketing Stock         (3,137)(7)                21(7)   499,979*               (500,000)*      -0-
                                    -------------       ------------- -------------  ------------ ======    -------------
Development Bancorp, Ltd.
SHAREHOLDERS' EQUITY
JUNE 30, 1997 after acquisition
of International Marketing and
Advertising, Inc.                     3,394,668(8)         $(12,134,685)( 657,778)   6,471,085            ( 6,385,939)
                                        =======               =========     =======    =======                =======
*Balancing  entry  for  recording   $500,000  Cash  Purchase   transaction  for
acquisition of IMA Capital Stock.

                                      The accompanying notes are an integral
                                         part of the financial statements
                                                      

                                                        12
"Unaudited"
                                            DEVELOPMENT BANCORP, LTD.
                        NOTES TO FINANCIAL STATEMENTS FOR PRO FORMA ADJUSTMENTS
                    APPLICABLE TO INTERNATIONAL MARKETING and ADVERTISING, INC.

                                        For The Period Ending June 30, 1997

Note 1:    Organization and Significant Accounting Policies

Nature of Organization:

International  Marketing and Advertising,  Inc. ("IMA") is a service corporation
organized  in the State of Florida  for the  purpose of  providing  a  telephone
marketing system readily  accessible to any person in the United States and also
on a  world-wide  basis.  IMA is a  privately-owned  Corporation  which is being
acquired by Development Bancorp, Ltd. in a cash purchase transaction and will be
operated as a wholly-owned entity of Development Bancorp, Ltd.

Basis of Presentation:

All  references  in  these  Notes  refer  solely  to the  "Unaudited"  Financial
Statements  for  IMA  which  were  prepared  by  IMA's  in-house  Accountant  in
accordance  with  Generally  Accepted  Accounting  Principles.  All  significant
intercompany accounts and transactions have been eliminated.

Other Assets:

Other Assets  consists of the  Intellectual  Properties  and  Computer  Database
Systems  which have been  developed  by IMA and have been valued at their actual
acquisition costs for financial statement presentation.

Property and Equipment:

Property  and  Equipment  is  stated at cost.  Depreciation  is  computed  using
straight line and MACRS Tax Basis methods over the estimated useful lives of the
assets, 5, 7, and 15 years.

Expenditures  for  additions  and  improvements  are  capitalized.  Repairs  and
maintenance are expensed as incurred.

Industry and Geographical Segment Reporting ;

Not applicable for this reporting period.

Use of Estimates:

The preparation of financial  statements in conformity  with Generally  Accepted
Accounting   Principles  requires  management  to  make  certain  estimates  and
assumptions  about the future outcome of current  transactions  which may affect
reporting and  disclosure of these  transactions.  Accordingly,  actual  results
could differ from those estimates used in preparing these financial statements.

Newly-Issued Accounting Standards:

In March 1995, Statement of Financial Accounting Standards No. 121, "Accounting
for the Impairment of Long-Lived Assets and for the
Long-Lived Assets to be disposed of" (SFAS No. 121) was issued.  IMA will adopt
 SFAS No. 121 for the issuance of its Financial
Statements.

                                                    

                                                        13
"Unaudited"
                                            DEVELOPMENT BANCORP, LTD.
                        NOTES TO FINANCIAL STATEMENTS FOR PRO FORMA ADJUSTMENTS
                     APPLICABLE TO INTERNATIONAL MARKETING AND ADVERTISING, INC.

                                        For The Period Ending June 30, 1997

Note 1:   Organization and Significant Accounting Policies (Continued)

Newly-Issued Accounting Standards (Continued):

This  standard  requires  that  long-lived  assets and  certain  intangibles  be
reviewed for impairment  whenever  events or changes in  circumstances  indicate
that the carrying  value of an asset may not be  recoverable.  In adopting  this
standard,  IMA will be required to estimate the future cash flows  expected from
the use of the asset and its eventual disposition. If the sum of the future cash
flows  (undiscounted  and without  interest  charges) is less than the  carrying
amount of the asset,  an "Impairment  Loss" would be recognized and reflected in
IMA's  Financial  Statements for the fiscal period  involved.  IMA's  Management
believes that the impact of SFAS No. 121 on IMA's financial position and results
of operations is not expected to be material.

Note 2:   Other Assets

Other Assets represents the actual costs incurred by IMA in the development of a
Telephone  Marketing and Advertising  Computer  Database System.  In conjunction
with this activity, IMA purchased/leased Hardware and Software. Summarized below
are the major components of these assets:
Description                                           Original Costs
Hardware and software                              $   295,888
           Telephone Systems                                      500,649
           Miscellaneous Equipment                                 27,780
                  Sub Total                                   $   824,317
           Systems Development Capitalized Costs                  262.257
                                                                  ----------
                  Total Other Assets                            $1,086,574
                                                                   =======
Note 3:   Property and Equipment - Fixed Assets

These assets consisted of the following catagories at June 30, 1997:
                Office Furniture and Equipment                    $    29,200
                Communications Equipment                              366,837
           Computer Equipement                                        557,980
                                                                    --------
                    Total Actual Costs Capitalized                 $  954,017
                Less Accumulated Depreciation                      (   65,046)
                    Net Property and Equipment                      $  888,971
                                                                        ======
Depreciation  expense totalled  $26,250 for the period 1/1/97 to 6/30/97.  Prior
years' Depreciation expense was $22,554 in 1996 and $16,242 in 1995.

Note 4:   Accrued Liabilities - Current

As of June 30, 1997, IMA had Accrued  Liabilities of $65,872 which  consisted of
Corporate  Income Tax  Liability  of $12,975  and  Payroll  Tax  Liabilities  of
$52,897.

                                                       

                                                    "Unaudited"
                                             DEVELOPMENT BANCORP, LTD.
                      NOTES TO FINANCIAL STATEMENTS FOR PRO FORMA ADJUSTMENTS
                  APPLICABLE TO INTERNATIONAL MARKETING AND ADVERTISING, INC.

                                        For The Period Ending June 30, 1997

Note 5:   Accounts Payable/Commitments and Contingencies

                                                        14
a)  Accounts Payable ($262,820):
As of June 30, 1997,  IMA reflects a total of $164,137 due to trade  vendors and
$98,683 for the fiscal current year's lease obligations (to 12/31/97).

b)  Commitments/Operating Leases:
IMA currently has ten (10)  operating  leases  amounting to $316,531 (net of the
$98,683  included in  Accounts  Payables).  Following  is a summary of the lease
obligations by fiscal year (ending 12/31/97):

                           Fiscal Year 1998          $220,371
                           Fiscal Year 1999            89,055
                           Fiscal Year 2000             7,105
                                                       ---------
                                       Total         $316,531
                                                       ======
c) Contingencies:
There  are no  known  contingencies  to  provide  for as of the  date  of  these
financial statements.

Note 6:   Income Taxes

IMA has an accrual of $12,975 for Corporate Income Taxes.

Note 7:   Consideration given by Development Bancorp, Ltd. for the acquisition 
of International Marketing and Advertising, Inc.

In  accordance  with terms and  conditions  stated in the  AGREEMENT AND PLAN OF
REORGANIZATION  (the "Agreement")  dated December x, 1997,  between  Development
Bancorp, Ltd. (the "Company") and International Marketing and Advertising,  Inc.
(IMA), the "Company" will acquire all of the outstanding  Capital (Common) Stock
Shares of IMA (3,137  SHARES) for a total cash purchase  price of $500,000 (U.S.
Dollars).

Note 8:   Development Bancorp, Ltd. Capital Stock as of June 30, 1997

The Capital Stock structure of Development Bancorp, Ltd. consists of  the
 following Capital Stock Issues:

         a) Common Stock, no par value
             50,000,000   shares   authorized;   3,394,668   shares  issued  and
             outstanding  as of June 30, 1997 with a current  total  capitalized
             value of $12,134,685.

                                                

                                                    "Unaudited"
                                             DEVELOPMENT BANCORP, LTD.
                    NOTES TO TO FINANCIAL STATEMENTS FOR PRO FORMA ADJUSTMENTS
                    APPLICABLE TO INTERNATIONAL MARKETING AND ADVERTISING, INC.

                                        For The Period Ending June 30, 1997

Note  9:    Development Bancorp, Ltd. Shareholders' Equity

The Accumulated Retained Earnings (Deficit) of Development Bancorp, Ltd. as of 
June 30, 1997 was a
$(6,471,085 Deficit).

Note 10:   Consolidated Pro Forma Income Statement Reporting Period

The Income Statement period covers the 6 Month (interim) period ending June 30,
 1997 for Development Bancorp, Ltd. and International
Marketing and Advertising, Inc.

Note 11:  Organization, Significant Accounting Policies, and Footnotes to 
Financial Statements

                                                        15
Refer to the Development Bancorp, Ltd. 10KSB for the 12 months ended December
 31, 1996 and the 10QSB for the 6 months ended June
30, 1997.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(a)(b)The required financial statements of IMATEL are unavailable as of the date
hereof and will be filed by the Registrant  pursuant to the  requirements of the
Securities  Exchange Act and the rules and  regulations  promulgated  thereunder
within 60 days of the date of the event  reported  herein.  Unaudited  financial
information is presented in Item 5.

(c)Exhibits

2.Plan of acquisition, reorganization, arrangement, liquidation or succession.

                           2.1.  Share Purchase Agreement between IMATEL and the
 Company.

                                                        16
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.

Dated:     December 11, 1997                      IMATEL HOLDINGS, INC.

                                                  By:    /s/ Dempsey K. Mork
                                                         Dempsey K. Mork
                                                         Secretary

                                                        17