U.S. SECURITIES AND EXCHANGE COMMISSION


                              Washington, DC 20549

                                  FORM 10-KSB/A
                                 AMENDMENT NO. 1

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

For the fiscal year ended           October 31, 1996
                          -----------------------------------

                [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________________  to _______________________

Commission File Number                                  0-15362
--------------------------------------------------------------------------------
                                 COMPUFLIGHT, INC.
--------------------------------------------------------------------------------
                  (Name of small business issuer in its charter)

           Delaware                                         11-2883366
-------------------------------               ----------------------------------
(State or other jurisdiction of               (I.R.S. Employer Identification
incorporation or organization)                 Number)


     99 Seaview Boulevard, Port Washington, NY           11050
---------------------------------------------------------------------    
     (Address of Principal Executive Offices)          (Zip Code)

Issuer's telephone number,               516-625-0202
                           ------------------------------------------
Securities registered pursuant to Section 12(b) of the Act:

                                            
         Title of each class                     Name of each exchange on
                None                                  which registered
-------------------------------------    ---------------------------------------

Securities registered pursuant to Section 12(g) of the Act:

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

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing  requirements for the past 90 days. Yes X No
                                                                       --- ---
     Check  if  disclosure  of  delinquent  filers  in  response  to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

     State issuer's revenues for its most recent fiscal year (1996):$ 3,574,589
                                                                    ----------- 
     The aggregate market value of the voting stock held by non-affiliates based
upon the average bid and asked  prices of such stock as of December 31, 1996 was
$ 332,712.
---------

     ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS
     Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities  under  a plan  confirmed  by a  court.  Yes    No
                                                       ---   ---
                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

     The number of shares  outstanding  of common  stock as of December 31, 1996
was 1,701,980 shares.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None.

<PAGE>

                                    PART III

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

     The following  table sets forth the positions  and offices  presently  held
with the Company and Support by each present Director and executive officer,  as
well as by each significant  employee of the Company and Support, and his or her
age as of December 31, 1996:

  Executive Officers and Directors
==================================== ------- ===================================
                                               Positions and Offices Presently 
          Name                         Age     Held With the Company and Support
------------------------------------ ------- -----------------------------------
Russell K. Thal                         62     Chairman of the Board, Executive 
                                               Vice President and Director
------------------------------------ ------- -----------------------------------
Duncan Macdonald                        37     Chief Executive Officer and Chief
                                               Financial Officer
------------------------------------ ------- -----------------------------------
William Bowra                           36     Chief Operating Officer and Vice 
                                               President of Business Development
------------------------------------ ------- -----------------------------------
Dorothy A. English                      54     Executive Vice President and 
                                               Director of the Company and 
                                               Managing Director of Support
------------------------------------ ------- -----------------------------------
Denis L. Metherell                      64     Secretary and Director
------------------------------------ ------- -----------------------------------
Kenneth M. Snyder                       50     Director
==================================== ------- ===================================

  Significant Employees
==================================== ------- ===================================
                                              Positions and offices Presently 
          Name                         Age    Held with the Company and Support
==================================== ------- ===================================
Kahal de Haan                           33    Director of Functional 
                                              Architecture for Support
------------------------------------ ------- ===================================
Robert Dowding                          29    Director of Systems Development 
                                              for Support
------------------------------------ ------- ===================================
Eric Johnson                            54    Vice President Technical 
                                              of Support
------------------------------------ ------- ===================================
Robert Sosnowski                        31    Director of Technical Architecture
                                              for Support
------------------------------------ ------- ===================================
Michael Taylor                          55    Director of Flight Operations 
                                              for Support
------------------------------------ ------- ===================================
Rainer Vietze                           30    Director of Finance
==================================== ======= ===================================


<PAGE>


     Russell K. Thal,  a founder of the  Company,  has served as Chairman of the
Board of the Company since October 1994, Executive Vice President of the Company
since March 1996 and a Director of the Company since its formation in 1981.  Mr.
Thal also  served as the  Company's  President  from  1981 to July  1995,  Chief
Executive  Officer  from  July  1995 to March  1996 and  Treasurer  from 1981 to
December  1993. In addition to managing the Company's  operations,  Mr. Thal has
been responsible for its marketing efforts.  Prior to founding the Company,  Mr.
Thal served as Director - Stations for New York Air from  December  1980 to June
1981.  From 1978 to December  1980, he was Director of  Operations  for Seaboard
World Airlines,  and Senior  Director-Military and Charter Operations for Flying
Tigers,  where he was responsible for day-to-day control of operations,  charter
and military operations, and fuel purchasing.

     Duncan Macdonald has served as Chief Executive Officer of the Company since
March 1996 and Chief Financial  Officer of the Company since July 1995 (see Item
12  hereof).  From July 1994 to July 1995,  Mr.  Macdonald  provided  management
consulting services to the Company and Support in a non-officer capacity.  Since
January  1992,  Mr.  Macdonald  has also served as managing  partner of Decision
Strategies Inc., a management consulting firm based in Ottawa, Ontario.

     William  Bowra has served as Vice  President  of Business  Development  for
Support  since  March  1996.  Furthermore,  he has served as Vice  President  of
Business  Development and Chief  Operating  Officer of the Company since October
1996. From 1993 to 1996, Mr. Bowra served as the Regional Sales Manager for AT&T
Canada, a Canadian  telecommunications  service provider. From 1988 to 1993, Mr.
Bowra served as a Corporate Account Manager for AT&T/NCR.

     Dorothy A.  English has served as Executive  Vice  President of the Company
since July 1995 and a Director of the Company since February 1994. Mrs.  English
also served as the Company's Chief Operating  Officer from December 1993 to July
1994 and Chief Executive Officer from July 1994 to July 1995. She co-founded the
Company's wholly-owned subsidiary, Navtech Systems Support Inc. ("Support"), and
has served as its  Managing  Director  since March  1996,  its  Treasurer  since
February  1992 and a Director  since  1987.  Mrs.  English  also  served as Vice
President and Secretary of Support from 1987 to February  1992,  President  from
February  1992 to October 1993 as well as from  October 1995 to March 1996,  and
Chief Operating Officer from February 1992 to October 1993.

     Denis L.  Metherell  has served as Secretary of the Company  since  October
1994 and a Director of the Company since July 1994. Mr. Metherell also served as
Treasurer of the Company from  November  1994 to March 1996 and Chief  Financial
Officer from November 1994 to July 1995. He served as Vice  President of Support
from June 1993 to July 1995 and also serves as Vice  President and a Director of
AVCON  Associates  Inc., which leases computers to Support (see Item 12 hereof).
From 1976 to 1992, Mr. Metherell  served as a technical  consultant to Northwest
Airlines.

     Kenneth M. Snyder has served as a Director of the  Company  since  February
1994.  Since  October  1995,  he has also served as a management  consultant  to
entities in the aviation  industry and,  since such date,  has provided  certain
consulting,  advisory and corporate finance services to the Company (see Item 12
hereof).  Mr. Snyder served as Vice  President and Treasurer of the Company from
October 1993 to November 1994 and Chief Operating  Officer from November 1994 to
July 1995.  From October 1993 to October  1995, he served as President and Chief
Operating Officer of Support.  Prior thereto and from 1984, Mr. Snyder served as
Vice  President  of  American  AirLease  Corporation,  a company  engaged in the
leasing and financing of aircraft.

     Kahal de Haan has served as the  Director of  Functional  Architecture  for
Support since September 1995. Prior thereto and from 1990, Mr. de Haan served as
a software engineer for Support.

     Robert  Dowding  has  served as the  Director  of Systems  Development  for
Support since September 1995. Prior thereto and from 1992, Mr. Dowding served as
a software  engineer for Support.  From 1990 to 1992, Mr. Dowding was a software
engineer with Navtel, Inc., a Canadian telecommunications firm.

     Eric Johnson has held the position of Vice  President  Technical of Support
since 1987.  From 1982 to 1987,  Mr.  Johnson owned Hangar  Books,  a publishing
company that  specialized  in the aviation  field.  Mr. Johnson also has fifteen
years experience as a navigator in the Royal Canadian Air Force.

     Robert  Sosnowski has served as the Director of Technical  Architecture for
Support since September 1995.  Prior thereto and from 1989, Mr. Sosnowski served
as a software engineer for Support.

     Michael Taylor has served as the Director of Flight  Operations for Support
since  1991.  Prior to  joining  Support,  Mr.  Taylor  spent  seven  years with
Worldways Canada where he served as training captain and check pilot. Mr. Taylor
was also a pilot for the Royal Canadian Air Force for 28 years.

     Rainer Vietze, C.A., joined the Company in November 1995 as the Director of
Finance.  Prior to joining the Company, Mr. Vietze worked as a manager for Doane
Raymond  Chartered  Accountants  (the  Canadian  member  firm of Grant  Thornton
International) for the period from 1990 to 1995.

     Each  Director   will  hold  office  until  the  next  Annual   Meeting  of
Stockholders  or until his or her  successor  is  elected  and  qualified.  Each
executive  officer will hold office until the next regular  meeting of the Board
of Directors  following the next Annual Meeting of  Stockholders or until his or
her successor is elected or appointed and qualified.

     To the Company's knowledge,  based solely on a review of copies of Forms 3,
4 and 5  furnished  to the Company  and  written  representations  that no other
reports  were  required,  during the fiscal  year ended  October 31,  1996,  all
Section  16(a)  filing  requirements   applicable  to  the  Company's  officers,
Directors and 10% stockholders were complied with.

<PAGE>


ITEM 10.      EXECUTIVE COMPENSATION

    (a)  Summary Compensation Table

     The  following  table  sets  forth  certain   information   concerning  the
compensation of all executive officers of the Company as of October 31, 1996 who
had a total  salary and bonus for such year in excess of $100,000 as well as all
persons who served as Chief  Executive  Officer of the Company during the fiscal
year ended October 31, 1996.

<TABLE>
<CAPTION>


 =========================================================================================================

                   Annual Compensation                               Long-Term Compensation
----------------------------------------------------------------------------------------------------------
                                                                   Awards           Payouts
 
<S>             <C>  <C>       <C>          <C>            <C>         <C>          <C>        <C>
                                                                        Common
Name and                                                   Restricted    Stock
Principal                                    Other Annual    Stock     Underlying    LTIP     All Other
Position     Year    Salary     Bonus        Compensation   Award(s)    Options     Payouts  Compensation
-----------  ----    ------     -----        ------------  ----------  ----------   -------  ------------
Duncan
Macdonald,   1996     -0-        -0-         $106,359(1)       -0-         -0-      -0-         -0-
Chief        1995     -0-        -0-         $ 95,316(1)       -0-       200,000    -0-         -0-
Executive    1994     -0-        -0-         $ 16,864(1)       -0-         -0-      -0-         -0-
Officer

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

Russell K    1996   $135,863     -0-         $ 14,800(2)(3)    -0-         -0-     -0-          -0-
Thal,        1995   $128,808     -0-         $ 14,800(2)(3)    -0-         -0-     -0-          -0-
Chairman     1994   $125,000     -0-         $ 14,800(2)(3)    -0-        65,000   -0-          -0-

==========================================================================================================
</TABLE>

(1) Represents amounts paid as an independent  advisor to the Company.  See Item
    12 hereof.  
(2) Includes $12,000 paid by the Company as an automobile allowance.  
(3) Includes  $2,800  paid  by the Company as an  allowance  for the purchase of
    disability insurance.

<PAGE>


    (b)      Option Grants Table

     The  following  table sets forth  certain  information  with  regard to the
grants of stock  options  during the fiscal  year ended  October 31, 1996 to the
persons named in Item 10(a) hereof:


================================================================================
                    Shares of       Percent of
                   Common Stock   Total Options
                    Underlying      Granted to     Exercise
                     Options       Employees in     Price/      Expiration
     Name            Granted        Fiscal Year     Share         Date
--------------------------------------------------------------------------------
Duncan Macdonald       -0-             -0-           N/A           N/A
--------------------------------------------------------------------------------
Russell K. Thal        -0-             -0-           N/A           N/A
================================================================================

         (c)  Fiscal Year-End Option Value Table

     The following table sets forth certain information  concerning the value as
of October 31, 1996 of  unexercised  options  held by the persons  named in Item
10(a) hereof:

================================================================================
                       Number of Unexercised             Value of Unexercised
                            Options at                   In-the-Money Options
                         October 31, 1996                 at October 31, 1996
--------------------------------------------------------------------------------
     Name            Exercisable/Unexercisable        Exercisable/Unexercisable
--------------------------------------------------------------------------------
Duncan Macdonald            200,000/-0-                       -0-/-0-
--------------------------------------------------------------------------------
Russell K. Thal              75,938/-0-                       -0-/-0-
================================================================================

No options  were  exercised by any of the named  persons  during the fiscal year
ended October 31, 1996.

    (d)  Compensation of Directors

     The By-Laws of the Company  provide that Directors  shall be reimbursed for
travel expenses  incurred in attending any meeting of the Board or any committee
thereof and each Director,  except  salaried  officers of the Company,  shall be
paid a fee for attending  each meeting of the Board or any such committee as may
be fixed by the Board from time to time.  No  Directors'  fees have been paid to
date. The By-Laws of the Company also provide,  to the extent  permitted by law,
for certain indemnification of its Directors.


    (e)  Employment Contracts, Termination of Employment and Change-in-Control 
         Arrangements

     See Item 12 hereof for a  discussion  of a certain  Key  Advisor  Agreement
between Support and Mr. Macdonald.

     Mr. Thal is employed by the Company pursuant to an employment agreement, as
amended,  (the  "Employment  Agreement")  which  expires on March 31,  1999 (the
"Expiration  Date")  and  provides  for a  minimum  annual  salary  of  $125,000
effective  December 1, 1993, with annual cost of living  increases.  Pursuant to
the  Employment  Agreement,  as  amended,  subject  to the terms and  conditions
thereof,  the Company  has agreed to acquire an annuity  and/or  universal  life
insurance  policy which will provide for the  following:  (i) Mr. Thal being the
beneficiary thereof;  (ii) provided that Mr. Thal does not voluntarily terminate
his  employment  with the Company prior to the  Expiration  Date,  following the
cessation of Mr. Thal's  employment  with the Company,  the payment to him of an
aggregate of $600,000,  payable in 60 equal monthly installments of $10,000 each
and  (iii)  a  death  benefit  covering  Mr.  Thal's  death  through  the  fifth
anniversary  of the  Expiration  Date,  which face amount shall  decrease to the
extent of any  monthly  benefits  paid  pursuant  to (ii)  above.  In  addition,
pursuant to the  Employment  Agreement,  in the event of Mr. Thal's death during
the employment period, his estate would be entitled to receive payments equal to
three months  salary.  Further,  under  certain  circumstances,  Mr. Thal may be
entitled to receive two years  severance  payments upon the  termination  of his
employment.


<PAGE>


ITEM 11.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The total number of shares of Common Shares  outstanding as of December 31,
1996  was  1,701,980.  The  Common  Shares  are the  only  class  of  securities
outstanding.  Each share is entitled to one vote. The following table sets forth
certain   information   regarding  the  Company's   outstanding   Common  Shares
beneficially  owned as of  December  31, 1996 by (i) each person who is known by
the Company to own  beneficially or exercise voting or dispositive  control over
more than 5% of the Company's Common Stock,  (ii) each present  Director,  (iii)
each person named in the Summary  Compensation  Table above, and (iv) all of the
Company's present executive officers and Directors as a group:

================================================================================
                                                               Approximate
  Name  and Address of           Number of Shares             Percentage of
    Beneficial Owner            Beneficially Owned          Outstanding Shares
=========================== ---------------------------- =======================
Dorothy A. English               1,007,766(1)(2)                  59.2%
175 Columbia Street West
Waterloo, Ontario,
Canada
=========================== ---------------------------- =======================
Raymond F. English                 918,766(1)(2)                  51.0%
22 West McKay Crescent                    (3)(4)
Cochrane, Alberta,
Canada
=========================== ---------------------------- =======================
Ray English and                    802,766(2)(3)                  47.2%
 Associates Inc.
17 Cardinal Street
Elmira, Ontario,
Canada
=========================== ---------------------------- =======================
Kenneth M. Snyder                  350,000(5)                     17.1%
207 Pittman Place
Carson City, Nevada
=========================== ---------------------------- =======================
Duncan Macdonald                   200,000(5)                     10.5%
50 O'Connor
Ottawa, Ontario,
Canada
=========================== ---------------------------- =======================
Innovation Ontario                 125,000                         7.3%
 Corporation
56 Wellesley Street West
Toronto, Ontario, Canada
=========================== ---------------------------- =======================
Russell K. Thal                     93,813(6)                      5.3%
99 Seaview Boulevard
Port Washington, NY
=========================== ---------------------------- =======================
Denis L. Metherell                   3,000                          *
175 Columbia Street West
Waterloo, Ontario,
Canada
=========================== ---------------------------- =======================
All executive officers and       1,654,579(1)(5)                  71.1%
Directors as a group                      (6)
(6 persons)              
================================================================================

*    Less than 1% 

(1)  Represents  802,766  shares  beneficially  owned  by  Raymond  English  and
     Associates,  Inc.  ("RE&A") and 205,000  shares  beneficially  owned by Ms.
     English. All such shares are held by Ms. English as voting trustee pursuant
     to a Voting Trust  Agreement which expires on the date Note (as defined and
     described under "Certain  Relationships and Related  Transactions") payable
     by RE&A to Support is  satisfied  in full and  canceled.  Does not  include
     16,000  shares  beneficially  owned by Raymond F.  English,  Ms.  English's
     husband. Ms. English disclaims beneficial interest in such shares.
(2)  Such persons may be deemed parents of the Company.
(3)  Includes 802,766 shares  beneficially  owned by RE&A, of which, the Company
     has been advised, Mr. English is the Chairman,  Chief Executive Officer and
     sole stockholder. Such shares are held pursuant to a Voting Trust Agreement
     as discussed in footnote (1) hereof.
(4)  Includes  100,000  shares  issuable upon exercise of currently  exercisable
     options.
(5)  Represents  shares  issuable  upon  exercise of options that are  currently
     exercisable.
(6)  Includes 75,938 shares issuable pursuant to currently  exercisable  options
     and 312  shares  owned by Mr.  Thal's  wife.  This  shall  not be deemed an
     admission that Mr. Thal is the beneficial  owner of the shares owned by his
     wife.

<PAGE>


ITEM 12.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

1.   AVCON Associates Inc. ("AVCON")

     AVCON, an entity of which Denis L.  Metherell,  Secretary and a Director of
the  Company,  is a Vice  President  and a  Director,  leased  certain  computer
equipment to Support. Effective January 31, 1996, the leases were terminated. On
October 31, 1996, the Company  executed and delivered to AVCON a promissory note
in the  principal  amount of $53,000  Canadian  (the  "AVCON  Note") to evidence
amounts due under the terminated  lease  agreements  and  outstanding as of such
date.  The AVCON  Note is payable  on June 1, 1999 or sooner  and  provides  for
payments as follow:

     (i)  interest of $795 Canadian only from December 1996 to August 1998; and,

     (ii) interest and principal of $5,747  Canadian from  September  1998 until
          June 1999.

     Subsequent  to the fiscal year end, the Company  entered into two new lease
agreements for certain computer  equipment which call for varying payments until
August 1998. The Company  believes that the lease payments,  which will commence
December 1996 at $3,265 Canadian per month,  are no higher than would be payable
to a nonaffiliated third party.


2.   Ray English and Associates Inc. ("RE&A")

     In 1993, prior to the acquisition  discussed in Item 1 hereof, RE&A engaged
Support to provide certain  management and marketing services in connection with
the  management  of the military  and air traffic  control  ("ATC")  versions of
Support's  FOMS  software.  During  such year and prior  thereto,  Support  also
advanced funds to RE&A in order to assist RE&A in meeting its obligations.  RE&A
is wholly owned by Raymond F.  English,  a former  Chairman of the Company,  who
resigned from such position on October 31, 1994 (see Item 11 hereof).

     Effective  July  15,  1995,  RE&A  executed  and  delivered  to  Support  a
promissory note in the principal  amount of $750,000  Canadian (the "RE&A Note")
to  evidence a portion of its  obligation  to Support as of such date.  The RE&A
Note is payable on July 15, 2005 (or sooner as provided  below) and provides for
interest at the rate of 5% per annum payable annually.

     Prior to the  acquisition  described in Item 1 hereof,  RE&A was engaged in
the business of managing and marketing the military and ATC versions of the FOMS
software,  especially as it related to large-scale  Canadian  Government traffic
management projects. As part of the acquisition transaction, the software rights
for the  military  and ATC versions of FOMS were  transferred  to the  Company's
subsidiary, EAS.

     Effective  January  1,  1995,  Support  and RE&A  entered  into a five year
Consulting and Marketing  Agreement  (the  "Consulting  Agreement")  pursuant to
which RE&A provides  consulting and marketing  services with regard to Support's
FOMS software.  The Consulting  Agreement  provides for the payment to RE&A of a
base monthly fee of $11,000  Canadian as well as an additional  aggregate fee of
$12,000 for certain  additional  services  provided.  The  Consulting  Agreement
provides  further for commissions and finder's fees to RE&A for the licensing of
the FOMS software and introduction of Support to potential clients.  Pursuant to
the Consulting Agreement, Support shall have the right to offset $3,500 Canadian
per month against compensation otherwise payable to RE&A thereunder as a payment
of amounts  due under the RE&A  Note.  In  addition,  the  Consulting  Agreement
provides for the additional payment of the RE&A Note on the following basis:

     (i)  15% of the first  $10,000  Canadian of  commissions  or finder's  fees
          earned during a contract year;

     (ii) 20% of the next $10,000  Canadian of  commissions  and  finder's  fees
          earned during a contract year; and

     (iii)25% of any earned  commissions  or  finder's  fees  exceeding  $20,000
          Canadian in a contract year.

     The   Consulting   Agreement  is   terminable   by  Support  under  certain
circumstances.


3.   Kenneth Snyder

     Effective  as of October 1, 1995,  the Company  entered into a one year Key
Advisor  Agreement  (the "Snyder Key Advisor  Agreement")  with  Kenneth  Snyder
pursuant to which Mr.  Snyder has been retained to provide  certain  consulting,
advisory and corporate finance services.  Subsequent to the year end, Mr. Snyder
exercised  his right  under the  Snyder  Key  Advisor  Agreement  to extend  the
expiration date for a period of six months.  The Company shall have the right to
extend the term of the Snyder Key Advisor  Agreement further for a period of six
months. Pursuant to the Snyder Key Advisor Agreement,  Mr. Snyder is entitled to
receive a base monthly fee of $11,000 as well as, under  certain  circumstances,
certain  finders fees with respect to equity and/or debt  financings  (such fee,
with  respect to any  particular  transaction,  to equal the lesser of 5% of the
financing  proceeds or $75,000  Canadian).  During the fiscal year,  Mr.  Snyder
requested,  and was granted,  a six month unpaid sabbatical from his duties, and
accordingly, all notification and expiration dates were adjusted by six months.

4.   Duncan Macdonald

     Effective as of June 1, 1996,  Support  entered into a two year Key Advisor
Agreement (the "Macdonald Key Advisor Agreement") with Duncan Macdonald pursuant
to which Mr. Macdonald has been retained to serve as Chief Executive  Officer of
the Company.  Pursuant to the Macdonald Key Advisor Agreement,  Mr. Macdonald is
entitled to receive a base weekly fee of $2,500 Canadian.  In addition,  a bonus
of  $5,000  Canadian  per  fiscal  quarter  is  payable  during  the term of the
agreement.  Mr.  Macdonald has agreed to expend at least 75% of his working time
in the fulfillment of his duties under the Macdonald Key Advisor Agreement.  Mr.
Macdonald  shall have the right to extend the term of the  Macdonald Key Advisor
Agreement for a period of six months.


<PAGE>


                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the  Securities  Exchange Act of
1934,  the  registrant  caused  this  report to be  signed on its  behalf by the
undersigned, thereunto duly authorized.

Dated:  February 28, 1997                   COMPUFLIGHT, INC.

                                            By: /s/ Duncan Macdonald
                                                -------------------- 
                                                Duncan Macdonald, 
                                                Chief Executive Officer