THIS DOCUMENT IS A COPY OF THE SCHEDULE 13G FILED ON FEBRUARY 14, 1997 PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________ SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. _____)* Nu Skin Asia Pacific, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 67018T-10-5 (CUSIP Number) Check the following box if a fee is being paid with this statement [__]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1 NAME OF REPORTING PERSON(S) Craig F. McCullough 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) __ (b) X 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 2,415,000**SEE ITEM 4 OWNED BY 6 SHARED VOTING POWER EACH REPORTING -0- PERSON WITH 7 SOLE DISPOSITIVE POWER 2,415,000**SEE ITEM 4 8 SHARED DISPOSITIVE POWER -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,415,000**SEE ITEM 4 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [__] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 15.2%**SEE ITEM 4 12 TYPE OF REPORTING PERSON(S) IN SCHEDULE 13G CUSIP No. 67018T-10-5 Item 1(a). Name of Issuer: The name of the issuer is Nu Skin Asia Pacific, Inc. (the "Issuer"). Item 1(b). Address of Issuer's Principal Executive Offices: The address of the Issuer's principal executive office is 75 West Center Street, Provo, Utah 84601. Item 2(a). Name of Person Filing: This report is being filed by Craig F. McCullough (the "Reporting Person"). Item 2(b). Address of Principal Business Office or, if none, Residence: The address of the Reporting Person is 10 East South Temple Street, Suite 900, Salt Lake City, Utah 84133. Item 2(c). Citizenship: The Reporting Person is a citizen of the United States of America. Item 2(d). Title of Class of Securities: This report covers the Issuer's Class A Common Stock, par value $.001 per share (the "Class A Common Stock"). Item 2(e). CUSIP Number: The CUSIP number of the Class A Common Stock is 67018T-10-5. Item 3. Not applicable. Item 4. Ownership. (a) The Reporting Person beneficially owns or is deemed to beneficially own 2,415,000 shares of Common Stock as follows: -0- shares of the Class A Common Stock, and 2,415,000 shares of the Issuer's Class B Common Stock, par value $.001 per share (the "Class B Common Stock"). The Reporting Person disclaims beneficial ownership of the following: 500,000 shares held indirectly as manager of The B & N Rhino Company, L.C.; 1,500,000 shares held indirectly as manager of The NR Rhino Company, L.C.; 150,000 shares held indirectly as manager of The S & K Rhino Company, L.C.; 250,000 shares held indirectly as manager of The K & M Rhino Company, L.C.; and 15,000 shares held indirectly as manager of The K & A Rhino Company, L.C. (b) Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and each share of Class B Common Stock is automatically converted into one share of Class A Common Stock upon the transfer of such share of Class B Common Stock to any person who is not a Permitted Transferee as defined in the Stockholders Agreement effective as of November 20, 1996 entered into by and among the Existing Stockholders (as defined therein) and the Issuer. Assuming conversion of all shares of Class B Common Stock beneficially owned or deemed to be beneficially owned by him, the Reporting Person would beneficially own or be deemed to beneficially own 2,415,000 shares of Class A Common Stock, which would constitute 15.2% of the number of shares of then outstanding Class A Common Stock. Each share of Class A Common Stock entitles the holder to one vote on each matter submitted to a vote of the Issuer's Stockholders and each share of Class B Common Stock entitles the holder to ten votes on each such matter, including the election of directors. Assuming conversion of 2,415,000 shares of Class B Common Stock beneficially owned or deemed to be beneficially owned by the Reporting Person, he would beneficially own or be deemed to beneficially own 2,415,000 shares of Class A Common Stock which would constitute 0.3% of the aggregate voting power of the Issuer. Assuming no conversion of the shares of Class B Common Stock beneficially owned or deemed to be owned by the Reporting Person, he would beneficially own or be deemed to beneficially own 2,415,000 shares of Class B Common Stock which would constitute 3.3% of the aggregate voting power of the Issuer. (c) (i) Assuming conversion of the shares of Class B Common Stock beneficially owned or deemed to be beneficially owned by the Reporting Person, with respect to which the Reporting Person has sole voting power, the Reporting Person would have sole voting power over 2,415,000 shares of Class A Common Stock as follows: 500,000 shares held indirectly as manager of The B & N Rhino Company, L.C.; 1,500,000 shares held indirectly as manager of The NR Rhino Company, L.C.; 150,000 shares held indirectly as manager of The S & K Rhino Company, L.C.; 250,000 shares held indirectly as manager of The K & M Rhino Company, L.C.; 15,000 shares held indirectly as manager of The K & A Rhino Company, L.C. (ii) Not applicable. (iii) Assuming conversion of the 2,415,000 shares of Class B Common Stock beneficially owned or deemed to be beneficially owned by the Reporting Person, with respect to which the Reporting Person has sole dispositive power, the Reporting Person would have sole dispositive power over 2,415,000 shares of Class A Common Stock as follows: 500,000 shares held indirectly as manager of The B & N Rhino Company, L.C.; 1,500,000 shares held indirectly as manager of The NR Rhino Company, L.C.; 150,000 shares held indirectly as manager of The S & K Rhino Company, L.C.; 250,000 shares held indirectly as manager of The K & M Rhino Company, L.C.; 15,000 shares held indirectly as manager of The K & A Rhino Company, L.C. (iv) Not applicable. Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. The Reporting Person is party to a Stockholders Agreement (the "Stockholders Agreement"), effective as of November 20, 1996, among the parties listed on Exhibit A attached hereto. The Stockholders who are parties to the Stockholders Agreement have agreed to certain limitations on the transfer of Class B Common Stock. Additionally, each stockholder who is a party to the Stockholders Agreement has agreed to grant to the other parties a right of first offer to purchase shares of Class B Common Stock in the event the stockholder intends to sell to a person (or group of persons) who are not a party to the Stockholders Agreement, except in certain circumstances such as Transfers (as defined therein) permitted under the Stockholders Agreement, Transfers with the U.S. Securities and Exchange Commission or similar regulatory agency of a foreign jurisdiction or Transfers in accordance with Rule 144 of the 1934 Securities Exchange Act or Transfers by sale in a widely distributed underwritten public offering pursuant to a registration statement filed with the Securities and Exchange Commission. The Reporting Person disclaims beneficial ownership of all shares of Class B Common Stock held by other parties to the Stockholders Agreement, except as otherwise reported in Item 4 of this Schedule 13G. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. Not applicable. SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. /s/ Craig F. McCullough By: Craig F. McCullough Dated: February 12, 1997 EXHIBIT A List of Parties to the Stockholders Agreement Nu Skin Asia Pacific, Inc. Blake M. Roney, (a) individually, (b) as General Partner for BNASIA, Ltd., (c) as Trustee for The Blake M. and Nancy L. Roney Foundation, (d) as Trustee for The S and K Lund Trust, and (e) as Trustee for The B and D Roney Trust. Nancy L. Roney, (a) as General Partner for BNASIA, Ltd. and (b) as Trustee for The Blake M. and Nancy L. Roney Foundation. BNASIA, Ltd. The ALL R's Trust The B & N Roney Trust The WFA Trust The Blake M. and Nancy L. Roney Foundation B & N Rhino Company, L.C. Nedra D. Roney, (a) individually and (b) as Trustee for The Nedra Roney Foundation. The MAR Trust The NR Trust The Nedra Roney Foundation The Nedra Roney Fixed Charitable Trust NR Rhino Company, L.C. Rick Roney, (a) individually, and (b) as Trustee for The K and M Roney Trust. Burke Roney Park Roney Sandra N. Tillotson, (a) individually, (b) as Trustee for The Sandra N. Tillotson Fixed Charitable Trust, (c) as Manager of CST Rhino Company, L.C., and (d) as Trustee of The CST Trust. The SNT Trust The DVNM Trust The CWN Trust The DPN Trust The GNT Trust The LMB Trust The Sandra N. Tillotson Fixed Charitable Trust SNT Rhino Company, L.C. Steven J. Lund, (a) individually, (b) as General Partner for SKASIA, Ltd., (c) as Trustee for The Steven J. and Kalleen Lund Foundation and (d) as Trustee for The Steven and Kalleen Lund Fixed Charitable Trust, (e) as Trustee for The ALL R's Trust, (f) as Trustee for the B & N Roney Trust, (g) as Trustee for The WFA Trust, (h) as Trustee for The C and K Trust, and (i) as President of Nu Skin Asia Pacific, Inc. Kalleen Lund, (a) as General Partner of SKASIA, Ltd., (b) as Trustee for The Steven J. and Kalleen Lund Foundation, and (c) as Trustee for The Steven and Kalleen Lund Fixed Charitable Trust. SKASIA, Ltd. The S and K Lund Trust The Steven J. and Kalleen Lund Foundation The Steven and Kalleen Lund Fixed Charitable Trust S & K Rhino Company, L.C. Brooke B. Roney, (a) individually, (b) as General Partner of BDASIA, Ltd., and (c) as Trustee for The Brooke Brennan and Denise Renee Roney Foundation. Denise R. Roney, (a) as General Partner of BDASIA, Ltd., and (b) as Trustee for The Brooke Brennan and Denise Renee Roney Foundation. BDASIA, Ltd. The B and D Roney Trust The Brook Brennan and Denise Renee Roney Foundation Kirk V. Roney, (a) individually, (b) as General Partner of KMASIA, Ltd., and (c) as Trustee for The Kirk and Melanie Roney Fixed Charitable Trust. Melanie K. Roney, (a) as General Partner of KMASIA, Ltd., and (b) as Trustee for The Kirk and Melanie Roney Fixed Charitable Trust. KMASIA, Ltd. The K and M. Roney Trust The Kirk and Melanie Roney Fixed Charitable Trust K & M Rhino Company, L.C. Keith R. Halls, (a) individually, (b) as Trustee for The MAR Trust, (c) as Trustee for The NR Trust, (d) as Trustee for The Nedra Roney Fixed Charitable Trust, (e) as General Partner for KAASIA, Ltd., (f) as Trustee for The Keith and Anna Lisa Halls Fixed Charitable Trust, (g) as Trustee for The Keith Ray and Anna Lisa Massaro Halls Foundation, and (h) as Manager of CKB Rhino Company, L.C. Anna Lisa Massaro Halls, (a) as General Partner for KAASIA, Ltd., (b) as Trustee for The Keith and Anna Lisa Halls Fixed Charitable Trust, and (c) as Trustee for The Keith Ray and Anna Lisa Massaro Halls Foundation. KAASIA, Ltd. The K and A Halls Trust The Halls Family Trust The Keith and Anna Lisa Halls Fixed Charitable Trust The Keith Ray and Anna Lisa Massaro Halls Foundation K & A Rhino Company, L.C. Craig S. Tillotson, (a) individually, (b) as Trustee for The Craig S. Tillotson Fixed Charitable Trust, (c) as Manager of SNT Rhino Company, L.C., (d) as Trustee for The DPN Trust, and (e) as Trustee for The GNT Trust. The CST Trust The JS Trust The JT Trust The CB Trust The CM Trust The BCT Trust The ST Trust The NJR Trust The RLS Trust The RBZ Trust The LB Trust The Craig S. Tillotson Fixed Charitable Trust CST Rhino Company, L.C. R. Craig Bryson, (a) individually, (b) as General Partner for RCKASIA, Ltd., (c) as Trustee for The Bryson Foundation and (d) as Trustee for The Bryson Fixed Charitable Trust. Kathleen D. Bryson, (a) as General Partner for RCKASIA, Ltd., (b) as Trustee for The Bryson Foundation and (c) as Trustee for The Bryson Fixed Charitable Trust. RCKASIA, Ltd. The C and K Trust The Bryson Foundation The Bryson Fixed Charitable Trust CKB Rhino Company, L.C. Michael L. Halls, (a) as Trustee for The K and A Halls Trust, and (b) as Trustee for The Halls Family Trust. Craig F. McCullough, (a) as Manager of B & N Rhino Company, L.C., (b) as Manager of NR Rhino Company, L.C., (c) as Manger of S & K Rhino Company, L.C., (d) as Manager of K & M Rhino Company, L.C., and (e) as Manager of K & A Rhino Company, L.C. Robert L. Stayner as Independent Trustee of The Bryson Fixed Charitable Trust. Evan A. Schmutz, (a) as Trustee for The Nedra Roney Foundation, and (b) as Independent Trustee for The Nedra Roney Fixed Charitable Trust. Lee Brower, (a) as Trustee for The SNT Trust, (b) as Trustee for The DVNM Trust, (c) as Trustee for The CWN Trust, (d) as Trustee for The DPN Trust, (e) as Trustee for The GNT Trust, (f) as Trustee for The JS Trust, (g) as Trustee for The JT Trust, (h) as Trustee for The CB Trust, (i) as Trustee for the CM Trust, (j) as Trustee for The BCT Trust, (k) as Trustee for The ST Trust, (l) as Trustee for The NJR Trust, (m) as Trustee for The RLS Trust, (o) as Trustee for The RBZ Trust, and (p) as Trustee for The Craig. S. Tillotson Fixed Charitable Trust. Gregory N. Barrick, (a) as Trustee for The LMB Trust, and (b) as Trustee for The LB Trust. L.S. McCullough, (a) as Independent Trustee of The Sandra N. Tillotson Fixed Charitable Trust, (b) as Independent Trustee for The Steven and Kalleen Lund Fixed Charitable Trust, (c) as Independent Trustee for The Kirk and Melanie Roney Fixed Charitable trust, and (d) as Independent Trustee of The Keith and Anna Lisa Halls Fixed Charitable Trust.