UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

             TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

For the transition period from May 1, 1997 
            to December 31, 1997                 Commission file number  0-14361


                             TROPIC AIR CARGO, INC.
                      (f.k.a. Tropic Communications, Inc.)
               (Exact Name of Company as Specified in Its Charter)

                 Delaware                                  31-1166419   
(State or Other jurisdiction of incorporation     (I.R.S. Employer I.D. Number)
              or organization)                    

  7500 NW 25th Street, Suite 210, Miami, Florida                  33122
     (Address of principal executive offices)                    (Zip Code)

        Company's telephone number, including area code: (305) 639-2720

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

                               Title of Each Class

                          Common Stock, par value $0.90

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
  Item 405 of Regulation S-K is not contained herein, and will not be contained,
  to the best of the Registrant's  knowledge, in definitive proxy or information
  statements  incorporated  by  reference  in Part III of this  Form 10-K or any
  amendment to this Form 10-K.

         Indicate by check mark whether the Registrant (1) has filed all reports
  required to be filed by Section 13 or 15(d) of the Securities  Exchange Act of
  1934  during the  preceding  12 months (or for such  shorter  period  that the
  Registrant  was required to file such  report(s),  and (2) has been subject to
  such filing requirements for the past 90 days.     Yes X      No ___

     The   approximate   aggregate   market   value  of  voting  stock  held  by
  nonaffiliates of the Company was $571,900 as of March 31, 1998.

     The  Company  had  5,579,361   shares  of  $0.90  par  value  common  stock
  outstanding as of March 31, 1998.

                      Documents Incorporated by Reference:

                     1998 Notice of Annual Meeting, Part III



<PAGE>

<TABLE>
<CAPTION>


                             TROPIC AIR CARGO, INC.
                      (f.k.a. Tropic Communications, Inc.)
              1997 Form 10-K  Transition  Report  For the  Transition
                    Period May 1, 1997 to December 31, 1997

                                TABLE OF CONTENTS

<S>   <C>       <C>                                                       <C>    
                                                                        Page
   Part I

      Item 1.   Business                                                  3

      Item 2.   Properties                                                5

      Item 3.   Legal Proceedings                                         5

      Item 4.   Submission of Matters to a Vote of Security Holders       6

   Part II

      Item 5.   Market for the Company's Common Equity and
                   Related Stockholder Matters                            6

      Item 6.   Selected Financial Data                                   7

      Item 7.   Management's Discussion and Analysis of Financial
                Condition and Results of Operations                       8

      Item 8.   Financial Statements and Supplemental Data                10

      Item 9.   Changes in and Disagreements with Accountants on
                Accounting and Financial Disclosures                      36

   Part III

      Item 10.  Directors and Executive Officers of the Company           36

      Item 11.  Executive Compensation                                    36

      Item 12.  Security Ownership of Certain Beneficial
                   Owners and Management                                  36

      Item 13.  Certain Relationships and Related Transactions            36

   Part IV

      Item 14.  Exhibits, Financial Statements, Schedules and 
                   Reports on Form 8-K                                    37

             Signatures                                                   39

             Index to Exhibits                                            40

</TABLE>

<PAGE>


                                     PART I

Item 1.  Business

   Tropic Air Cargo,  Inc.  ("Tropic")  was  incorporated  in Delaware on March
25,  1985,  and  acts as a  holding  company,  owning  100% of the  outstanding
capital   stock  of   several   wholly-owned   subsidiaries.   Tropic  and  its
subsidiaries  are  referred  to herein as the  "Company."  During the  calendar
year 1997 the Company  acquired,  in a transaction  commonly known as a reverse
merger, 100% of the outstanding  capital stock of R.A. Logistics,  Inc. and its
wholly-owned  subsidiaries,  B.  Airways,  Inc. and B. Airways Air Cargo,  Inc.
In addition,  the Company disposed of its other business  operations.  See Note
1, Notes to the Consolidated Financial Statements.

      Acquisition of R.A. Logistics, Inc.

   On September 18, 1997, the Company issued  4,400,000 shares of its restricted
common stock in exchange for 100% of the issued and outstanding capital stock of
R.A.   Logistics,   Inc.,   a  Delaware   corporation   ("RALI"  and  the  "RALI
Acquisition").  In addition,  three members of the Company's  Board of Directors
have resigned, effective upon the closing of the RALI Acquisition, and have been
replaced by the three shareholders of RALI. As part of the RALI Acquisition, the
Company also entered into Employment  Agreements,  effective  September 2, 1997,
with Angel Munoz,  Ronald Vimo and Scott  Villanueva (the three  shareholders of
RALI)  to  serve  as the  Company's  President,  Vice-President  and  Secretary,
respectively.

   RALI is a holding company owning 100% of the issued and  outstanding  capital
stock of two subsidiary corporations, B. Airways, Inc. and B. Airways Air Cargo,
Inc. both Florida  corporations  ("BAI" and "BAACI",  respectively).  BAACI is a
newly formed  corporation  organized  to operate as an air freight  consolidator
operating from a shared warehouse  facility  located at the Miami  International
Airport. BAACI consolidates air cargo for shipment via a widebody aircraft on up
to 4 round trips weekly between Miami  International  Airport and Latin America.
During 1997 the BAACI aircraft was a Boeing 747-200 provided at a rate of $4,750
per  operating  hour plus fuel.  Operating  since  September 2, 1997,  BAACI had
recorded  approximately  $8,631,800 in gross revenue through  December 31, 1997.
BAI is a  non-operating  company  having an  application  pending  with the U.S.
Department of Transportation and the Federal Aviation Authority for operation as
a Part 135 all cargo air carrier. In addition, BAI has a $10,000 deposit for the
purchase of a DC-3 aircraft which BAI  anticipates  will be operated  within the
Caribbean Basin.

      Air Cargo Operations

      The  primary  service  offered  by the  Company  to its  customers  is the
delivery of time sensitive cargo to  destinations in Latin America.  The Company
also markets  northbound cargo transport from Latin American  locations to Miami
International  Airport ("MIA").  The Company seeks to maintain scheduled service
as well as ad hoc charter services.

      The Company's  scheduled cargo services  provide  seamless  transportation
through its MIA hub linking North America through direct sales; Europe and Asia,
through marketing  agreements with third party companies;  and Latin America and
the Caribbean with freight forwarders,  integrated carriers, passenger and cargo
airlines and major  shippers.  The Company offers a range of services  including
scheduled  cargo  service,  ad hoc  charters,  and  logistics  services  such as
warehousing and ground transportation coordination.

      The Company is currently  utilizing one aircraft on two to three scheduled
flights per week. The standard routing is Miami - Virocopos,  Brazil - Asuncion,
Paraguay  -  Santiago,  Chile  -  Miami.  Scheduled  service  is  offered  on  a
pre-booked, priority or space-available basis, with minimal restrictions for the
size, shape or weight other than those required by the technical  specifications
of the particular aircraft being operated.
<PAGE>

      In addition to scheduled  service,  the Company  offers ad hoc charters in
which a  customer  pays a fixed cost for the use of the  entire  aircraft  for a
particular flight and routing. Common charter destinations,  at the present time
include, but are not limited to Caracas, Venezuela and Bogota, Columbia.

      The Company  maintains a routing  schedule  which can be modified based on
the  demands of the  market at any given  time.  Freight  rates are based on the
freight commodity, weight or volume, destination, and market conditions. Freight
is priced on a per kilogram  basis and is adjusted  for low weight,  high volume
freight according to industry  standards.  Shipments for transport are delivered
to  the  Company's  warehouse  facility  by  customers.   The  Company  provides
warehousing, palletization,  transportation to and from the aircraft and release
at the final destination,  and upon request, the Company can assist customers in
arranging further ground transportation.

      Aircraft Availability

      The  availability  of aircraft is a material  factor in the  operation and
profitability  of the  Company's  air freight  operations.  Generally  there are
sufficient  aircraft available to meet the Company's needs. The type of aircraft
used and the rate paid for such aircraft may fluctuate based on seasonal demands
of the  industry.  It is the Company's  plan to secure  capacity via the desired
aircraft type on an annual basis.  However there is no guarantee  that long term
capacity  can be  secured,  due to  capital  requirements  usually  demanded  by
aircraft providers before entering into long term contracts. Notwithstanding, it
is the Company's belief that there will be sufficient  aircraft  availability to
continue  operating  for the  foreseeable  future,  and that  should the current
aircraft no longer be available a substitute could be found without unreasonable
difficulty or interruption of operations.

      Customers and Marketing

      The  Company's  principal  customers  are large to mid-sized  domestic and
international freight forwarders, freight consolidators and all-cargo carriers.

      Domestic and  international  freight  forwarders make up the major part of
the  Company's  existing  customer  base.  Freight  forwarders  arrange  for the
transportation  of  cargo  for  their  customers,   shippers  and  manufactures,
utilizing  aircraft  capacity  obtained  by  the  Company.  Most  major  freight
forwarders  utilize  consolidators  or all cargo carriers rather than integrated
carriers (such as FedEx, UPS or DHL) since integrated  carriers compete directly
with freight  forwarders for the same customer base. The Company does not market
directly  to shippers or  manufacturers  in order not to compete  with its loyal
freight forwarder customer base.

      The other primary  source of business is from other  consolidators  or all
cargo carriers who do not have  sufficient  capacity for a particular  flight or
market. The Company receives transfer cargo from these sources,  accommodates it
on their scheduled  departures,  and also provides  capacity in the form of full
aircraft charters.  In addition,  through interline  agreements with other cargo
and passenger airlines, airline customers are able to enhance their market-share
by offering their customers destinations which may not be served directly.

      The  Company's  sales  network is comprised of  full-time  in-house  sales
personnel in its Miami  headquarters and General Sales Agents or exclusive sales
and marketing  agreements with local  participants  throughout the United States
and  Latin  America.  Presently,  the  Company  maintains  sales  agents  in the
following cities:

      Virocopos, Brazil
      Asuncion, Paraguay
      Santiago, Chile
      Toronto, Canada
      Los Angeles, CA
<PAGE>

      Houston, TX
      Chicago, IL
      Atlanta, GA

      Competition

      The air freight industry is highly  competitive.  The Company's  scheduled
cargo services compete for cargo volume  principally  with other  consolidators,
all-cargo   airlines,   scheduled  and  non-scheduled   passenger  airlines  and
integrated  carriers.  The Company believes that the most important  competitive
factors in the air freight  transportation  industry are quality and reliability
of  the  cargo  transportation  service,  flexibility  and  price.  Many  of the
Company's  competitors have substantially  greater financial and other resources
and more extensive facilities and equipment than the Company. Such resources are
a major competitive factor due to the capital intensive nature of the industry.

      Fuel

      Fuel is a major  factor and expense for all  companies  in the air freight
industry, and the cost and availability of aviation fuel are subject to ecomonic
and  political  factors and events  which the  Company  can neither  control nor
accurately  predict.  Higher fuel prices  resulting from fuel shortages or other
factors could  adversely  affect the Company's  profitability  if the Company is
unable  to pass on the full  amount of fuel  price  increases  to its  customers
through  surcharges or rate increases  originally  match such price changes.  In
addition,  a shortage of supply could have a material  adverse impact on the air
freight  industry  in  general  and  the  financial  condition  and  results  of
operations of the Company.

      Employees

      As of December 31, 1997, the Company and its  subsidiaries  had a total of
20  full-time  employees,  none of which is  currently  covered by a  collective
bargaining agreement.

      Regulation

      The  Company's  activities  are subject to regulation by the United States
Department of Transportation and Federal Aviation  Administration.  In addition,
the Company's activities are subject to regulation by the regulatory authorities
of the respective foreign jurisdictions in which the Company does business.  The
air freight industry is subject to regulatory and legislative  changes which can
affect the economics of the industry by requiring changes in operating practices
or influencing the demand for, and the costs of providing services to customers.

Item 2.  Properties

      The  Company's  primary  base of  operations  is located in Miami with its
office and warehouse  space located within Miami  International  Airport's cargo
facilities.  Approximately  80,000 square feet of warehouse is available for the
Company's use through a sub-contracted ground handling company. Office space for
accounting,  sales,  traffic  and  operations  personnel  is located  within the
confines of the warehouse  facility.  There is no fixed cost for the use of this
space since it is included in a per pound ground  handling fee. The Company also
maintains a small Corporate  office,  consisting of  approximately  1,500 square
feet,  located  less  than 1 mile  from  the  warehouse  facility.  The  Company
maintains no leasehold on any offices or warehouses at the destinations  served.
Warehousing and ground handling at the destination stations are handled on a per
pound basis.

Item 3.  Legal Proceedings

      The Company is a party to one legal  proceeding  with certain  bridge note
lenders  including  Generation  Capital  Associates,  TGR  Ventures,  Inc.,  RSH
Partners, Howard Commander, Norman Colavincenzo,  Peter Prescott, Jules and Amos

<PAGE>

Swimmer as joint tenants,  and Jules Swimmer  (collectively the "GCA Group") all
of whom filed suit on June 13,  1995 in Supreme  Court of the State of New York,
County of New York , Generation  Capital  Associates et al. vs. Partech Holdings
Corporation et al., Index No. 114837/95 (the "GCA  Litigation").  In the opinion
of management,  the claims asserted,  if unfavorably  decided,  would not have a
materially adverse effect on the financial condition of the Company.


Item 4.  Submission of Matters to a Vote of Security Holders

      On September 19, 1997, through an action by a majority of the shareholders
of the Company,  the shareholders  approved  amending the Company's  Articles of
Incorporation:  (i) to change the par value of the  Company's  common stock from
fifteen cents ($0.15) per share to ninety cents ($0.90) per share (effectively a
1-for-6  reverse stock split which was effected  October 27, 1997);  and (ii) to
comport to the non-U.S.  citizen  ownership and management  requirements  of the
Federal aviation laws. Also, the Board of Directors approved an amendment to the
Company's By-Laws: (i) to change the beginning of the Company's fiscal year from
May 1 to January 1 of each calendar  year;  and, (ii) to change the time for the
Company's  annual meeting of  shareholders  from the last Thursday of October to
the  last  Thursday  of June  of  each  calendar  year  or as  otherwise  may be
determined by the Board of Directors.


                                     PART II

Item 5.  Market for the  Company's  Common  Equity  and  Related  Stockholder
Matters

   The Company has  historically  reinvested  its  earnings in the  business and
therefore has paid no cash dividends on its common stock. The Board of Directors
has no present intention of paying cash dividends in the foreseeable future. The
payment of dividends in the future will be  determined by the Board of Directors
considering  existing  conditions  such as financial  and  business  conditions,
financial requirements and beneficial opportunities for reinvestment of earnings
and other conditions.

   The Company's  common stock is traded on the OTC  Electronic  Bulletin  Board
under the symbol TRPC.

   The number of stockholders of record of common stock on December 31, 1997 was
approximately 2,100.
<TABLE>
<CAPTION>

                      Eight Months Ended December 31, 1997

                            Fourth   Third      Second   First
                            Quarter  Quarter    Quarter  Quarter
                                     (2 Months)
<S>             <C>         <C>      <C>        <C>      <C>    

                High trade  $ N/A    $ 1.63     $ 5.06   $ 5.06
                
                Low Trade   $ N/A    $ 0.41     $ 1.56   $ 1.31
                            

                        Fiscal Year Ended April 30, 1997

                            Fourth   Third      Second    First
                            Quarter  Quarter    Quarter   Quarter

                High trade  $ 5.46   $ 3.96     $ 4.14   $ 8.28
                      
                Low Trade   $ 4.86   $ 3.18     $ 3.54   $ 5.46
 </TABLE>
                         


   All per share  information  has been  adjusted for the effect of the 1 for 6
reverse stock split.


<PAGE>


Item 6.  Selected Financial Data

   The following table sets forth selected consolidated financial data regarding
the Company for the periods  indicated.  The  Company's  consolidated  financial
statements as of December 31, 1997 and for all years  presented  hereunder  have
been  audited  by  Hausser + Taylor  LLP,  CPAs,  independent  certified  public
accountants. The selected financial data set forth in the following table should
be read in conjunction with  "Management's  Discussion and Analysis of Financial
Condition and Results of Operations"  and the Company's  Consolidated  Financial
Statements and Notes thereto appearing hereinafter.
<TABLE>
<CAPTION>

                                                                        


          July 23,   May 1,           For the Fiscal Years Ended April 30,
          1997       1997        -----------------------------------------------
          Through    Through
          December   Sepember
          31,        1,
          1997(b)    1997(a)      1997        1996        1995         1994
          --------   -------      ----        ----        ----         ----
                               
<S>       <C>        <C>       <C>         <C>         <C>         <C>

Operating   
 Revenues $8,631,848 $ 482,321 $ 1,195,769 $ 4,832,714 $13,616,622 $ 30,485,138                

Income (Loss)
 Before Income
 Taxes       134,736    69,431  (2,132,200) (1,311,594) (1,842,616)  (2,639,593)

Income Tax 
 Expense         
 (benefit)    36,800         -           -           -    (75,000)            -

Net Income 
 (Loss)   $   97,936 $  69,431 $(2,132,200)$(1,311,594)$(1,767,616)$(2,639,593)
                         
Basic Weighted
 Average of
 Common Shares
 Issued and
 Outstanding 
 (c)       3,813,242   618,194     604,540      438,952     312,767     282,593

Basic Net 
Income (Loss)
Per Share
 (c)      $     0.03 $    0.11 $    (3.53) $     (2.99)$     (5.65)$     (9.34)
                         
Total 
 Assets   $1,762,206 $     864 $   769,743 $ 17,349,095$49,299,089 $ 93,420,160
                    
Total 
 Debt     $2,095,192 $ 745,905 $ 1,584,215 $ 16,434,037$47,865,907 $ 90,443,733
        
Shareholders'       
 Equity 
 (Deficit)$(332,986) $(745,041)$ (814,472) $    915,056$ 1,433,182  $ 2,976,427
  
Common Stock 
 Issued and
 Outstanding 
 (c)       5,579,361   618,194     618,194      542,027    341,174      309,983

Book Value 
 Per Share 
 (c)      $   (0.06) $  (1.21) $    (1.32) $       1.69$      4.20  $      9.60

</TABLE>

(a)   Composed  of  the  income  and  expense  associated  with  the  Company's
consulting, leasing and broadcast subsidiariesup to the date of the merger with 
R. A.  Logistics,  Inc. on  September 2, 1997 and includes the activities  of
these subsidiaries through the date of disposal.

(b) The  financial  data  presented  for the period  September  2, 1997  through
December 31, 1997 (post- acquisition period), reflects the activities of the air
freight  consolidation  business  which  is  unrelated  to  its  pre-acquisition
operations, and as such, the data is not comparable to prior
periods.

(c) All earnings per share and stock related  information have been restated for
the 1 for 6 reverse stock split which was effected on October 27, 1997.

(d) This is computed based upon common stock issued and outstanding (see c).

(e)   See  "Consolidated  Financial  Statements" and "Notes to the Consolidated
Financial Statements."

(f) There  have been no cash  dividends  declared  or paid  during the last five
years (see  "Market for the  Company's  Common  Equity and  Related  Stockholder
Matters").

<PAGE>


Item 7.  Management's  Discussion  and  Analysis of  Financial  Condition  and
Results of Operations

      Results of Operations

      The following  disucssion  should be read in conjunction with the Selected
Financial  Data and the  Financial  Statements  and  Notes  contained  elsewhere
herein.  The Company's  results of operations have been and in certain cases are
expected to continue to be, affected by certain general factors.

      CAUTIONARY STATEMENT

      Statements  included  in this  Management's  Discussion  and  Analysis  of
Financial Condition and Results of Operations,  in other sections of this Annual
Report,  and in future  filings by the Company with the  Securities and Exchange
Commission,  in the Company's press release and in oral statements made with the
approval of an authorized  executive officer which are not historical or current
facts  are  "forward-looking  statements"  made  pursuant  to  the  safe  harbor
provisions  of the  Private  Securities  Litigation  Reform  Act of 1995 and are
subject to certain risks and  uncertainties  that could cause actual  results to
differ  materially  from historical  results and those presently  anticipated or
projected.  Readers  are  cautioned  not to  place  undue  reliance  on any such
forward-looking statements,  which speak only as of the date made. The following
important  factors,  among others, in some cases have affected and in the future
could affect the Company's  actual results and could cause the Company's  actual
financial   performance  to  differ   materially  from  that  expressed  in  any
forward-looking statement: (i) the competitive conditions that curently exist in
the  Company's  industry,  which could  adversely  impact  sales and erode gross
margins;  (ii) many of the Company's  competitors are  significantly  larger and
better  capitalized  than the  Company;  and  (iii) the  inability  to carry out
marketing  and  sales  plans  would  have a  materially  adverse  impact  on the
Company's  profitability.   The  foregoing  list  should  not  be  construed  as
exhaustive and the Company disclaims any obligations  subsequently to revise any
forward-looking  statements to reflect events of circumstances after the date of
such  statements or to reflect the occurrence of  anticipated  or  unanticipated
events.

      The Company  receives  revenues solely from the air cargo operations of B.
Airways Air Cargo,  Inc. which was acquired on September 2, 1997 and comparisons
to prior periods are not indicative of the Company's  existing  operations.  The
Company has  historically  reported results of operations on a fiscal year basis
ending April 30 of each  calendar  year.  As part of the RALI  Acquisition,  the
Company has  elected to change its fiscal  year end to December  31, in order to
better match the natural annual business cycle associated with the Company's air
freight business acitivities. (See "Description of Business" and Note 1 Notes to
the Consolidated Financial Statements).

      Prior to the RALI  Acquisition  the  Company  operated  one 25 kw FM radio
station located in Shallotte, North Carolina and performed limited financial and
business consulting services.  These business activities were disposed of during
1997 concurrant with the RALI Acquisition.

      Air Cargo Business Operations During the Period Ended December 31, 1997

      The   operating    results   for   November   and   December   1997   were
uncharacteristically low based on historical trends in the air freight industry.
The air freight industry is a seasonal business in which the final months of the
year are  traditionally  the strongest and most profitable,  while the beginning
months of the year are  traditionally  the slowest.  The Company  attributes the
poor performances in November and December 1997 to three factors.

      First,  the Company was contracting the use of one 747-200 aircraft during
its first months of operations. Due to the maintenance problems with the initial
aircraft, for the month of November, the Company was forced to accept the use of
one 747-100 which is a less profitable aircraft based on payload capacity, range
and fuel  consumption.  This  resulted  in an increase in cost and a decrease in
revenue.  The Company has remedied these problems by changing aircraft providers
and  utilizing a newer  aircraft.  In January of 1998 the Company  began using a

<PAGE>

combination of a DC-10 and a MD-11 aircraft. At present the Company is utilizing
one  DC-10-30.  During the low season this  aircraft is  attractive  since it is
smaller than a 747-200 and  therefore  requires  less to achieve full  capacity,
thus enabling the Company to increase  frequencies during periods of high demand
and increase the probability of full payloads even during the low season. In May
1998,  the Company is scheduled  to terminate  the use of the DC-10 and commence
use of one MD-11 aircraft which according to management  estimates,  will be the
optimal aircraft for the market presently being served.

      A second  factor was  certain  changes in the  regulatory  environment  in
Brazil,  one of  the  Company's  primary  destinations.  In  October  1997,  the
Brazilian government implemented a temporary regulation requiring that Brazilian
importers provide proof of pre-payment for all imports with an invoiced value of
greater than US  $10,000.00.  This made it extremely  difficult for importers to
receive merchandise on credit terms,  resulting in a drop in southbound traffic.
At  present  these  regulatory  changes  are no longer in effect  and should not
continue  to  negatively  impact  revenues  or   profitability.   And,  finally,
management  believes  that the  situation  in the Asian  markets  had a moderate
impact on the  November  and December  results.  During this  period,  Brazilian
interest  rates  increased  making the cost of capital  needed for imports  more
costly.  Furthermore,  it created a general uncertainty in the market negatively
impacting air cargo traffic.  It is the management's  belief that this situation
will not materially impact business.

      Liquidity and Capital Resources

      At the present  time,  the cash needs of the Company are  currently met by
funds generated from operations. The Company believes that its current financial
resources will be sufficient to finance its operations and  obligations  for the
short term. However, the Company's actual working capital needs for the long and
short terms will depend on numerous factors, none of which can be predicted with
certainty.  These include the Company's operating results, costs associated with
increased  sales  and  marketing  efforts,  costs of  obtaining  an air  carrier
operating  certificate,  changes in laws of foreign  jurisdictions  in which the
Company does business; and competition from other transportation  providers many
of whom  are  better  capitalized  than  the  Company.  Implementation  of these
additions  and  enhancements  may require  the  Company to increase  its working
capital and financial  resources.  To this extent  additional  financing will be
necessary.  Accordingly,  the Company may assume  additional  short or long term
debt and may issue additional debt or equity securities as circumstances permit.
There is no  assurance  that debt or equity  financing  will be available to the
Company, or if available,  will be available on economically  suitable terms and
conditions.


Item 7A.  Quantitative and Qualitative Disclosures About Market Risks

      None

<PAGE>


Item 8.  Financial Statements and Supplemental Data

Report of Independent Certified Public Accountants



To the Shareholders and Board of Directors of
Tropic Air Cargo, Inc.:


   We have audited the  accompanying  consolidated  balance  sheet of Tropic Air
Cargo, Inc. (f.k.a. Tropic Communications, Inc.) and subsidiaries as of December
31, 1997, and the related statements of consolidated  operations,  shareholders'
equity,  and cash flows for the period  July 23,  1997,  the date of  inception,
through December 31, 1997. These financial  statements are the responsibility of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

   We  conducted  our  audit in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

   In our  opinion,  the  consolidated  financial  statements  referred to above
present fairly, in all material  respects,  the financial position of Tropic Air
Cargo, Inc. (f.k.a. Tropic Communications, Inc.) and subsidiaries as of December
31, 1997 and the results of their consolidated operations and their consolidated
cash flow for the period July 23, 1997, the date of inception,  through December
31, 1997, in conformity with generally accepted accounting principles.

   The accompanying  financial  statements have been prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
consolidated financial statements,  the Company is a newly formed business which
is in need of additional  equity and credit  resources and has a working capital
deficit of $342,346 at December 31, 1997 which gives rise to  uncertainty  about
its  ability to  continue as a going  concern.  Management's  plans in regard to
these matters are  described in Note 1. The financial  statements do not include
any adjustment that might result from the outcome of this uncertainty.



                                                   /s/ HAUSSER + TAYLOR LLP

Columbus, Ohio
April 22, 1998








<PAGE>

<TABLE>
<CAPTION>

 TROPIC AIR CARGO, INC. (f.k.a. Tropic Communications, Inc.) AND SUBSIDIARIES

                           Consolidated Balance Sheet
                           As of December 31, 1997



                     ASSETS
<S>                                                                <C>

Current Assets:
Cash                                                               $     31,776
Accounts receivable                                                   1,705,335
Other current assets                                                     15,735
                                                                   -------------
            Total Current Assets                                      1,752,846
                                                                   -------------

Property and equipment, at cost (net of
accumulated
   depreciation of $281)                                                  9,210

Other assets                                                                150
                                                                   -------------
      Total Assets                                                 $  1,762,206
                                                                   =============


 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

Current Liabilities:
Accounts payable and accrued expenses                              $  1,630,296
Notes and accrued interest payable                                      460,909
Other current liabilities                                                 3,987
                                                                   -------------
      Total Current Liabilities                                       2,095,192
                                                                   -------------


Commitment and Contingencies


Shareholders' Equity (Deficit):
Preferred stock, $0.01 par value, 1,000,000
shares
   authorized, none issued and outstanding                                    -
Common stock, $0.90 par value, 50,000,000 shares
   authorized, 5,579,361 shares issued and                            5,021,425
outstanding
Common stock subscribed                                                 880,189
Paid in capital                                                      (5,452,347)
Retained earnings                                                        97,936
                                                                   -------------
                                                                        547,203
       Subscriptions receivable                                        (880,189)
                                                                   -------------
      Total Shareholders' Equity (Deficit)                             (332,986)
                                                                   -------------
      Total Liabilities and Shareholders'                          
      Equity (Deficit)                                             $  1,762,206
                                                                   =============

</TABLE>


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


<PAGE>

<TABLE>
<CAPTION>

 TROPIC AIR CARGO, INC. (f.k.a. Tropic Communications, Inc.) AND SUBSIDIARIES

        Statements of  Consolidated  Operations  For the Period July
          23, 1997 (date of inception) Through December 31, 1997

<S>                                                                <C>

Revenues:
   Freight revenues                                                $  8,631,848
                                                                   -------------

Cost of freight operations:
   Aircraft, crew, maintenance and                                    
     insurance charges                                                3,815,991
   Fuel                                                               2,118,083
   Aircraft handling                                                    602,362
   Cargo handling                                                       538,937
   Freight transfers                                                    453,026
   Commissions                                                          203,189
   Aircraft navigation                                                  128,241
   Trucking                                                              23,619
                                                                   -------------
        Total Cost of Freight Operations                              7,883,448
                                                                   -------------
Gross Profit from Freight Operations                                    748,400

Cost and Expenses:
   Marketing, administration and other                                  
     operating expenses                                                 599,612
   Interest expense - related party                                         629
   Interest expense                                                      13,142
   Depreciation of equipment                                                281
                                                                   -------------
      Total Costs and Expenses                                          613,664
                                                                   -------------

Income (Loss) Before Income Taxes                                       134,736

        Income tax expense                                               36,800
                                                                   -------------

Net Income (Loss)                                                  $     97,936
                                                                   =============

Basic and Diluted Net Income (Loss) Per                                
  Share                                                            $       0.03
                                                                   =============

Weighted Average Number of  Common and
  Potential Common Shares:
      Basic and Diluted                                               3,813,242
                                                                   =============


</TABLE>









  The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
 TROPIC AIR CARGO, INC. (f.k.a. Tropic Communications, Inc.) AND SUBSIDIARIES

    Statements  of  Consolidated  Stockholders'  Equity  (Deficit) For the
      Period July 23, 1997 (date of inception) Through December 31, 1997
                                            
                                                   Sub-                Total
                    Common                         scrip-              Share
                    Stock                Retained  tion      Treasury holders'
          Common    Sub-      Paid in    Earnings  Receiv-   Stock,   Equity
          Stock     scribed   Capital    (Deficit) able      at Cost  (Deficit)
          -------   --------  ---------- --------  -------   -------- ----------
<S>      <C>        <C>      <C>         <C>       <C>       <C>      <C>
Initial 
capital-
ization
of R. A.
Logistics,
Inc.     $       10 $      - $    11,037 $      -  $       - $      - $  11,047
                     
Stock 
issued 
to share-
holders
of R. A. 
Logistics, 
Inc. in
exchange 
for 100% 
of their 
voting 
shares    3,960,000        -  (3,971,047)       -          -        -   (11,047)

Adjust-
ment for 
acqui-
sition
re-cap-
itali-
zation      556,725  880,189  (1,279,131)       -  (880,189)  (11,588) (733,994)

Retire-
ment of 
400 shares
of common
stock 
held in 
treasury       (360)             (11,228)                      11,588         -

Stock 
issued in
payment of
secured 
note pay-
able to an 
officer      135,000             (46,274)                                88,726

Stock 
issued in 
payment of
secured
note 
payable     355,650             (143,704)                               211,946

Stock 
issued to 
outside
directors 
as compen-
sation for 
services     14,400              (12,000)                                 2,400

Net income                                  97,936                       97,936
          --------- -------- ----------- --------- --------- -------- ----------
Balances
as of
December 
31, 1997 $5,021,425 $880,189 $(5,452,347)$  97,936 $(880,189)$      - $(332,986)
         ========== ======== =========== ========= ========= ======== ==========


</TABLE>

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


<PAGE>

<TABLE>
<CAPTION>

 TROPIC AIR CARGO, INC. (f.k.a. Tropic Communications, Inc.) AND SUBSIDIARIES

                      Statement of Consolidated Cash Flows
         Increase  (Decrease) in Cash and Cash  Equivalents For the Period
           July 23, 1997 (date of inception) Through December 31, 1997

<S>                                                                <C>

Cash Flows From Operating Activities:
   Freight receipts                                                $  6,927,377
   Freight operations payments                                       (6,437,945)
   Marketing, administrative and other
     operating payments                                                (597,212)
                                                                   -------------
      Net Cash Used For Operating Activities                           (107,780)
                                                                   -------------
Cash Flows From Investing Activities:
   Purchase of property and equipment                                    (9,491)
   Deposit for aircraft                                                 (10,000)
                                                                   -------------
     Net Cash Used For Investing Activities                             (19,491)
                                                                   -------------
Cash Flows From Financing Activities:
   Proceeds from issuance of stock                                       11,047
   Proceeds from other borrowings                                       148,000
                                                                   -------------
     Net Cash Provided By Financing
        Activities                                                      159,047
                                                                   -------------
Net Increase (Decrease) in Cash and
   Cash Equivalents                                                      31,776

Cash and Cash Equivalents at
   Beginning of Period                                                        -
                                                                   -------------
Cash and Cash Equivalents at
   End of Period                                                   $     31,776
                                                                   =============



</TABLE>



















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


<PAGE>


 TROPIC AIR CARGO, INC. (f.k.a. Tropic Communications, Inc.) AND SUBSIDIARIES

                  Notes to Consolidated Financial Statements


1. GOING CONCERN BASIS OF PRESENTATION AND CERTAIN EVENTS

   Certain  information  and footnote  disclosures  contained in these financial
statements are not historical facts and are  forward-looking  statements as that
term is  defined  in the  Private  Securities  Litigation  Reform  Act of  1995.
Although  the  Company  believes  that  the   expectations   reflected  in  such
forward-looking  statements are reasonable,  the forward-looking  statements are
subject to risks and  uncertainties  that could cause  actual  results to differ
materially from those projected.

   The Company must generate  sufficient  additional working capital and operate
its air cargo  business  at a  profitable  level in order to continue as a going
concern.  Management's  plans are summarized in Note 2 below. In the event these
plans are not successfully  implemented,  the Company may not be able to realize
the  full  value  of  its  assets  in  the  ordinary  course  of  business.  The
consolidated financial statements do not include any adjustments relating to the
recoverability  and  classification of recorded asset amounts or the amounts and
classifications  of  liabilities  that might be necessary  should the Company be
unable to implement its plan.

 Acquisition of R.A. Logistics, Inc.

   On September 18, 1997, the Company issued  4,400,000 shares of its restricted
common stock  (representing a controlling  interest) in exchange for 100% of the
issued  and  outstanding  capital  stock of R.A.  Logistics,  Inc.,  a  Delaware
corporation ("RALI" and the "RALI Acquisition").  In addition,  three members of
the  Company's  Board of  Directors  resigned,  and were  replaced  by the three
shareholders of RALI. As part of the RALI Acquisition,  the Company also entered
into  Employment  Agreements,  effective  September  2, 1997,  with Angel Munoz,
Ronald Vimo and Scott  Villanueva  (the three  shareholders of RALI) to serve as
the Company's President, Vice-President and Secretary, respectively.

   RALI is a holding company owning 100% of the issued and  outstanding  capital
stock of two subsidiary corporations, B. Airways, Inc. and B. Airways Air Cargo,
Inc. both Florida  corporations  ("BAI" and "BAACI",  respectively).  BAACI is a
newly formed  corporation  organized  to operate as an air freight  consolidator
operating from a shared warehouse  facility  located at the Miami  International
Airport. During the current period BAACI consolidated air cargo for shipment via
a Boeing  747-200  flying  approximately  4 round  trips  weekly  between  Miami
International  Airport and Latin  America.  The BAACI aircraft was provided at a
rate of $4,750 per operating hour plus fuel.  Operating since September 2, 1997,
BAACI had booked approximately  $8,631,800 in gross revenue through December 31,
1997. BAI is a non-operating company having an application pending with the U.S.
Department of Transportation and the Federal Aviation Authority for operation as
a Part 135 all cargo air  carrier  incurring  approximately  $43,000 in expenses
during the  current  period.  In  addition,  BAI has a $10,000  deposit  for the
purchase of a DC-3 aircraft which BAI  anticipates  will be operated  within the
Caribbean Basin.

   The  business  combination  was closed  effective  September 2, 1997 with the
shareholders  of RALI  succeeding  to the  controlling  interest  in Tropic in a
transaction  commonly known as a "reverse merger".  This reverse acquisition was
recorded as a  re-capitalization,  with RALI  considered  the  acquirer.  Due to
re-capitalization,  historical stockholders' equity of the acquirer prior to the
merger is retroactively restated for the equivalent number of shares received in
the  merger  after  giving  effect  to any  difference  in the par  value of the
issuer's  stock  with an offset to paid in  capital.  Retained  earnings  of the
acquirer has been carried  forward after the  acquisition.  As the merger is not
considered a business  combination  as defined in  Accounting  Principles  Board
Opinion No. 16, "Business Combinations", pro forma information is not presented.
In  addition,  the  operations  of Tropic  prior to the merger are not  on-going
subsequent to the merger and have no relevance to the current  operations of the
Company.

   Amendment to Articles of Incorporation and By-Laws.

   On September 19, 1997, by an action by a majority of the  shareholders of the
Company,   the  shareholders   approved  amending  the  Company's   Articles  of
Incorporation:  (i) to change the par value of the  Company's  common stock from
fifteen  cents  per share to  ninety  cents  per share (a 1 for 6 reverse  stock
split);  and (ii) to comport to the non-U.S.  citizen  ownership and  management

<PAGE>

requirements  of the Federal  aviation  laws.  This  amendment  was  effected on
October 6, 1997.  Also,  the Board of  Directors  approved an  amendment  to the
Company's By-Laws: (i) to change the beginning of the Company's fiscal year from
May 1 to January 1 of each calendar  year;  and, (ii) to change the time for the
Company's  annual meeting of  shareholders  from the last Thursday of October to
the last Thursday of June of each calendar year.


2.   BUSINESS PLAN (UNAUDITED)

   The Company's plans for 1998 involve several goals.  The first of which is to
improve and enhance the quality of service  being offered to its  customers,  by
improving the efficiency of internal  administrative  functions and  solidifying
the basic operating  infrastructure  required to sustain current  operations and
facilitate  future  growth  plans.  The most  significant  step  toward  service
enhancement  involves the use of newer,  more  reliable  aircraft  which are not
subject to frequent maintenance requirements.  In addition, the Company plans to
refine internal  operating systems by streamlining and maximizing the efficiency
of administrative functions and upgrading its computer software usage, enhancing
communication methods and increasing employee training.

      The second goal of the Company is to complete  the  certification  process
for B. Airways, Inc. In addition to the certification of B. Airways, Inc., it is
estimated that the Company could reduce aircraft  expenses from 20% to 40% if it
were authorized to own and operate  aircraft.  These additions and  enhancements
will permit the Company to:

      Increase  lift  capacity  - Through  the  completion  of  additional  ACMI
contracts  the Company  plans to increase its capacity to meet rising demand for
service to its primary Latin  American  markets.  Since the Company is currently
operating  one aircraft,  the addition of a second  aircraft  could  immediately
double capacity and revenue potential.

      Expand markets - At the present time, the Company is serving several major
Latin American markets including Brazil, Chile,  Paraguay,  Columbia,  Venezuela
and Puerto  Rico.  It is the  Company's  plan to increase  frequencies  to these
existing markets and enter into the remaining regional markets as
capacity allows.

      Increase  sales  personnel  -  The  Company  is  aggressively  working  to
establish  marketing branches at each destination served by scheduled service in
order to increase  northbound  revenues.  It is estimated by the Company that an
additional  25%  revenue  potential  exists  in the  form of  unsold  northbound
capacity. This potential could be realized with only a minimal increase in cost.

      Strategic alliances - The Company, through the use of interline agreements
with  existing  carriers  can  increase its network  route  structure  and offer
service to and from major domestic and  international  cities without  incurring
significant setup expense.

      Concentration on profitable routes - Due to the fact that the Company does
not maintain a costly route  structure it is free to  concentrate  on profitable
routes and markets.  In  addition,  it maintains  the  flexibility  to adapt its
service to frequently changing market conditions.

      Implementation of these additions and enhancements may require the Company
to  increase  its working  capital and  financial  resources.  Accordingly,  the
Company may assume  additional  short or long term debt and may issue additional
debt or equity  securities as circumstances  permit.  There is no assurance that
debt or equity financing will be available to the Company, or if available, will
be available on economically suitable terms and conditions.


3. SIGNIFICIANT ACCOUNTING POLICIES

   Basis of Consolidation.  The consolidated  financial statements include the
accounts of Tropic Air Cargo, Inc. (f.k.a.  Tropic  Communications,  Inc.) and
RALI and its wholly-owned subsidiaries  (collectively,  the "Company"),  which

<PAGE>

operate an air  freight  consolidation  business  from the  effective  date of
acquisition  on  September  2,  1997  (see Note 1  discussion  of  acquisition
accounting). All material intercompany transactions have been eliminated.

   Property  and   Equipment.   Property  and  equipment  are  stated  at  cost.
Depreciation  is computed on a straight  line method at rates which are adequate
to  allocate  the  costs of such  assets  over  their  estimated  useful  lives.
Expenditures  for  maintenance  and repairs are charged to expense as  incurred.
Expenditures  for additions and  improvements  are added to the cost of property
and equipment.  Leasehold  improvements are amortized over the term of the lease
and upon termination of the lease any remaining value is expensed.

   Cash Flows.  For purposes of the Statement of Cash Flows all of the Company's
cash investments are liquid  instruments with maturities of three months or less
and are considered to be cash equivalents (see Note 13).

   Income Taxes.  The Company  follows the  provisions  of Financial  Accounting
Statement Number 109, Accounting for Income Taxes ("FAS 109") which requires the
reporting of income taxes using an asset and  liability  approach and  measuring
the  change in the tax asset or  liability.  A deferred  tax asset or  liability
generally arises from changes in differences between financial reporting and tax
bases of all assets  and  liabilities  (with  exception  related  to  goodwill).
Previously  recorded  deferred tax assets and  liabilities are adjusted upon any
changes in enacted tax rates.  Differences  between financial  reporting and tax
bases  usually  result  from   differences  in  timing  of  income  and  expense
recognition. A valuation allowance is applied to a tax asset for any amount that
does  not  meet  certain  realizability  criteria.  A change  in the  amount  of
valuation  allowance  that is applicable to the beginning of the year balance is
recognized  in income from  continuing  operations,  increases in the  valuation
allowance are  recognized as income tax expense and decreases are  recognized as
income tax benefit.

   Fair Value. FAS 107,  Disclosure  about Fair Value of Financial  Instruments,
requires disclosure of the fair market value of financial  instruments for which
it deems  practical  to  estimate  fair  value.  For  certain  of the  Company's
financial  instruments  including cash, accounts receivable,  accounts and notes
payable,  and other accrued  liabilities the carrying  amounts  approximate fair
value due to their short maturities.

   Use of Estimates.  The  preparation of consolidated  financial  statements in
conformity with generally accepted accounting  principles requires management to
make  estimates  and  assumptions  that  affect  the  amounts  reported  in  its
consolidated financial statements and accompanying notes. Actual results
could differ from those estimates.

   Accounting  Pronouncements for 1998. The FASB has issued three pronouncements
for fiscal years beginning after December 15, 1997: SFAS No. 130 - "Reporting of
Comprehensive  Income";  SFAS  No.  131  -  "Disclosures  about  Segments  of an
Enterprise and Related Information";  and SFAS No. 132 - "Employers' Disclosures
about Pensions and Other  Retirement  Benefits".  The Company  believes that the
effect of the adoption of the above  pronouncements  will not be material to its
financial position or the results of operations.


4. CONCENTRATION OF CREDIT RISK

   The revenue of the  Company's  air cargo  business is earned  pursuant to the
terms of a Sales and Marketing Agreements between Cargopar Airlines,  Inc. ("CAI
Agreement" and "CAI" respectively),  AIA-Latin America,  Inc. ("AIALA Agreement"
and AIALA respectively) and BAACI. BAACI is entitled to 100% of the revenue from
each flight  operation made under the CAI and AIALA  Agreements with all billing
and collection  being done by CAI and AIALA.  BAACI has  concentration of credit
risk to the extent that its  revenues are  collected by CAI and AIALA,  however,
there is a lower  concentration  of risk in that there are  $1,702,617  in trade
receivables  due from  approximately  120 customers.  One customer  accounts for
approximately  $354,000  or 21% of the  total  amount  receivable.  (See Note 8,
Related Party Transactions).



<PAGE>


5. PROPERTY AND EQUIPMENT

   The Company's property and equipment and accumulated depreciation, along with
assigned depreciable lives, as of December 31, 1997, are summarized as follows:
<TABLE>
<CAPTION>

                                          Accumulated   Net          Assigned
Asset Classification             Cost     Depreciation  Book Value   Life
                                --------- ------------- ----------   -----------
<S>                             <C>       <C>           <C>          <C>

Furniture and office 
  equipment                     $   9,491 $       (281) $    9,210   5-10 years
                                --------- ------------- ----------

     Total                      $   9,491 $       (281) $    9,210
                                 ==========  ==========  ==========
</TABLE>


6. OFFICE LEASE

   The Company is located in Miami with its office and  warehouse  space located
within the Miami International Airport's cargo facilities.  Approximately 80,000
square  feet  of  warehouse  is  available  for  the  Company's  use  through  a
sub-contracted  ground handling  company.  Office space for  accounting,  sales,
traffic and operations personnel is located within the confines of the warehouse
facility.  There is no fixed cost for the use of this space since it is included
in a per pound ground handling fee. The Company also maintains a small Corporate
office,  consisting of approximately 1,500 square feet, located less than 1 mile
from the warehouse  facility.  The Company maintains no leasehold on any offices
or warehouses at the  destinations  served and  warehousing  and ground handling
services are provided at the destination stations on a per pound basis.


7.  NOTES AND ACCRUED INTEREST PAYABLE

   The Company's  notes and accrued  interest  payable at December 31, 1997 with
their respective interest rates are as follows:

<TABLE>
<CAPTION>
<S>                                                                <C> 
                                                                         1997
Secured promissory notes at 6% to
   9/6/95, 15% thereafter                                          $    305,770
   
Unsecured demand promissory notes and
   accrued interest payable, with
   interest
   at 10%                                                                55,139

Guarantee of  installment  note                                         100,000
                                                                     ----------
Total notes and accrued interest                                     
   payable                                                           $  460,909
                                                                      =========
</TABLE>

   The  Company is a party to one legal  proceeding  with  certain  bridge  note
lenders  commencing  on June 13, 1995 in Supreme Court of the State of New York,
County of New York , Generation  Capital  Associates et al. vs. Partech Holdings
Corporation  et al.,  Index No.  114837/95.  In the opinion of  management,  the
claims asserted,  if unfavorably  decided,  would not have a materially  adverse
effect on the financial condition of the Company.


8.     RELATED PARTY TRANSACTIONS

   Sales and Marketing Agreement.

   BAACI markets a portion of its services  using the names  Cargopar  Airlines,
Inc.("CAI")  and  AIA-Latin  America,  Inc.  ("AIALA").  BAACI  acts as the sole

<PAGE>

general sales,  marketing and administrative  agent for CAI and AIALA through an
Exclusive Sales and Marketing  Agreements in which BAACI succeeded CAI and AIALA
when they  ceased  independent  operations  on  September  1,  1997.  BAACI acts
autonomously,  using  only the CAI and AIALA  names,  and  assumes  all costs of
operations and receives all revenues generated.

   CAI was formerly the United States presence of Cargopar Lineas Aereas,  S.A.,
("CLASA") a Paraguayan certificated all cargo air carrier. When CLASA decided to
close its fixed presence in the United States it entered into an Exclusive Sales
and Marketing Agreement with BAACI through it U.S. presence CAI. Angel Munoz and
Ronald Vimo were formerly officers of CAI.

   Employment Agreements.

   As part of the RALI  Acquisition,  the Company also  entered into  Employment
Agreements  effective  September 2, 1997 with Angel Munoz, Ronald Vimo and Scott
Villanueva to serve as the  Company's  President,  Vice-President  and Secretary
respectively.  In  addition,  these  individuals  have  replaced  three  of  the
Company's resigning members on its Board of Directors. The Employment Agreements
are similar in terms and  conditions,  providing for, among other things,  for a
term of five years,  an annual  base  compensation  of  $175,000,  $175,000  and
$85,000 respectively,  for annual incentive  compensation in an aggregate amount
(including base  compensation) of 1% of consolidated  gross revenues and for the
payment of other ordinary employee benefits  including  medical,  disability and
life insurance and business and auto expense reimbursement.


9.     EMPLOYEE STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN

   There were 16,195  stock  options,  representing  all the  outstanding  stock
options,  terminated following the acquisition of R. A. Logistics, Inc. No stock
options were granted  during the period  September 2, 1997 through  December 31,
1997. The Company has 51,278 options available for grant under its 1989 and 1993
Incentive Stock Option Plans.


10.    COMMON STOCK AND CAPITAL TRANSACTIONS

   The Company's  common stock trades on the OTC Bulletin Board under the symbol
TRPC. The Company's common stock issued and outstanding is as follows:
<TABLE>
<CAPTION>

                                     Total Number   Common         Paid in
                                     of Shares      Stock          Capital
                                     -------------  -------------  ------------
<S>                                  <C>            <C>            <C>

Initial capitalization of
   R. A. Logistics, Inc.                     1,047  $          10  $     11,037

Shares issued to shareholders
   of RALI in exchange for
   100% of their voting shares
   of RALI                               4,400,000      3,960,000    (3,971,047)

Adjustment for acquisition
   re-capitalization                       618,594        556,725    (1,279,131)

Retirement of 400 shares of
   common stock in treasury                   (400)          (360)      (11,228)


<PAGE>




Shares issued in payment of
   secured note payable to
   an officer                              150,000        135,000       (46,274)

Shares issued in payment of
   secured note payable                    395,167        355,650      (143,704)

Shares issued to outside
   directors as compensation
   for services                             16,000         14,400       (12,000)
                                     -------------  -------------  -------------
Issued shares as of December 31,        
   1997                                  5,579,361  $   5,021,425  $ (5,542,347)
                                     =============  =============  =============
</TABLE>

   Subscriptions to Common Stock.

   In August,  1997 the Company entered into  agreements  with three  investment
companies for their purchase of up to 800,000 restricted shares of the Company's
$0.90 par value common  stock at a price of sixty cents  ($0.60) per share for a
total aggregate  investment of $480,000 plus an agreement for payment of certain
of the Company's obligations and contingent obligations in the maximum amount of
approximately $880,000 as of the date of these financial statements. At the time
of the  agreements  the  equivalent  bid price of the Company's  $0.90 par value
common stock, as quoted on the OTC Bulletin Board, was one dollar and eighty-six
cents ($1.86) per share.


11.  INCOME TAXES

   Deferred  income taxes result from  temporary  differences  in the  financial
bases and tax bases of assets and liabilities. The difference giving rise to the
deferred income tax assets and the related tax effects are as follows:
<TABLE>
<CAPTION>
<S>                                                                <C>

Deferred Tax Assets:
   Vacation pay accrual                                            $      4,800
                                                                   -------------
                                                                   $      4,800
                                                                   =============
</TABLE>

   The  Company's  provision  for income taxes differs from the amount of income
tax determined by applying the applicable U.S. Federal statutory income tax rate
to  pretax  accounting  income  from  operations  as a result  of the  following
differences:
<TABLE>
<CAPTION>
<S>                                                                <C>
U.S. Federal statutory income tax rate                             $     35,800
Other                                                                     1,000
                                                                   -------------
Income tax expense at effective rate                               $     36,800
                                                                   =============
</TABLE>

   The provision for income taxes charged to operations was as follows:
<TABLE>
<CAPTION>
<S>                                                                <C>

Federal current                                                    $     41,600
Federal deferred                                                         (4,800)
                                                                   -------------
Provision for income tax expense                                   $     36,800
                                                                   =============
</TABLE>

<PAGE>


   As of December 31, 1997 the Company has  pre-acquisition  period  regular tax
net operating loss carryforwards, expiring in the years 2007 through 2013, which
may  be  available  to  offset  future  taxable  income  of  $6,943,000.   These
pre-acquisition period tax loss carryforwards are substantially limited in their
use and no value has been  provided for their future  benefit,  if any, in these
financial statements.


12.  NET INCOME (LOSS) PER SHARE

   For the period July 23, 1997 (date of  inception)  through  December 31, 1997
basic  earnings per share  amounts are based on the weighted  average  number of
common shares  outstanding of 3,813,242  shares.  No potential common shares are
included  herein as none  existed.  On September  18, 1997,  the Company  issued
4,400,000  common  stock in  exchange  for 100% of the  issued  and  outstanding
capital stock of R. A. Logistics,  Inc. (See Note 1). On September 19, 1997, the
shareholders of the Company  approved a 1 for 6 reverse stock split which became
effective  October 27, 1997.  Share and per share amounts have been adjusted for
the  effect  of  the 1 for 6  reverse  split  for  all  periods  presented.  The
outstanding  number of shares of the  public  company  have been  assumed  to be
outstanding from the date of inception.


13.  SUPPLEMENTAL CASH FLOW INFORMATION

   Reconciliation  of net loss to net cash used for operating  activities during
the period July 23, 1997 (date of  inception)  through  December  31, 1997 is as
follows:
<TABLE>
<CAPTION>
<S>                                                                <C>

Net income (loss)                                                  $     97,936
                                                                   -------------
Adjustments to reconcile net income
 (loss) to net cash used for 
 operating activities:
   Depreciation of equipment                                                281
   Directors' fees paid in stock                                          2,400
   Deferred taxes                                                        (4,800)

Changes in assets and liabilities:
   Accounts receivable                                               (1,704,471)
   Other assets                                                          (1,085)
   Notes and accounts payable, and
     accrued expenses                                                 1,456,372
   Income taxes                                                          41,600
   Other                                                                  3,987
                                                                   -------------
        Total Adjustments                                              (205,716)
                                                                   -------------
Net Cash Used for Operating Activities
       for Continuing Operations                                   $   (107,780)
                                                                   =============
</TABLE>


   Non Cash Investing and Financing Activities.

   During the period  September  2, 1997  through  December 31, 1997 the Company
issued common stock as follows:  (1) 4,400,000  shares on September 18, 1997 for
all the issued and  outstanding  capital  stock of RALI,  (2) 150,000  shares on
September 19, 1997 to an officer of the Company in liquidation of its promissory
note and warrant dated  September 15, 1994 in the unpaid amount of $88,726,  (3)
395,167 shares to Firestar Holdings,  Ltd. in liquidation of its promissory note
and warrant  dated August 8, 1994 in the unpaid  amount of $211,946,  (4) 16,000
shares to outside directors for compensation totaling $2,400.


<PAGE>



Report of Independent Certified Public Accountants



To the Shareholders and Board of Directors of
Tropic Communications, Inc.:


   We have  audited  the  accompanying  consolidated  balance  sheets  of Tropic
Communications,  Inc.  (n.k.a.  Tropic Air Cargo,  Inc.) and  subsidiaries as of
September 1, 1997 and April 30, 1997, and the related statements of consolidated
operations,  shareholders'  equity,  and cash  flows for the  period May 1, 1997
through  September  1, 1997 and for the years  ended April 30, 1997 and 1996 and
the financial  statement schedule of this Form 10-K. These financial  statements
and  schedule  are  the   responsibility  of  the  Company's   management.   Our
responsibility  is to  express  an opinion  on these  financial  statements  and
schedule based on our audits.

   We  conducted  our audits in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable   assurance  about  whether  the  financial  statements  and  related
financial  statement  schedule  are  free of  material  misstatement.  An  audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures  in the financial  statements  and the related  financial  statement
schedule.  An audit also includes  assessing the accounting  principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

   In our  opinion,  the  consolidated  financial  statements  referred to above
present  fairly,  in all material  respects,  the  financial  position of Tropic
Communications,  Inc.  (n.k.a.  Tropic Air Cargo,  Inc.) and  subsidiaries as of
September  1, 1997 and  April 30,  1997 and the  results  of their  consolidated
operations and their  consolidated  cash flow for the period May 1, 1997 through
September 1, 1997 and for the years ended April 30, 1997 and 1996, in conformity
with  generally  accepted  accounting  principles.  In addition,  the  financial
statement  schedule  referred to above, when considered in relation to the basic
financial  statements taken as a whole,  present fairly the information required
to be included therein.

   The accompanying  financial  statements have been prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
consolidated  financial statements,  the Company has incurred significant losses
from operations and experienced cash flow  difficulties  that raise  substantial
doubt about its ability to continue as a going  concern.  Management's  plans in
regard to these matters are described in Note 1. The financial statements do not
include any adjustment that might result from the outcome of this uncertainty.



                                                   /s/ HAUSSER + TAYLOR LLP

Columbus, Ohio
April 22, 1998








<PAGE>

<TABLE>
<CAPTION>

 TROPIC COMMUNICATIONS, INC. (n.k.a. Tropic Air Cargo, Inc.) AND SUBSIDIARIES

                         Consolidated Balance Sheets




                                                     September 1,    April 30,
                                                         1997          1997
<S>                                                 <C>            <C>

Assets:
Cash                                                $           -  $      2,068
Deposits and accounts receivable (net of
   allowance for doubtful accounts of 
   $ - 0 - and $2,500, respectively)                          864        25,396
Equipment notes and accrued interest receivable                 -       198,700
Broadcast rights                                                -        46,449
Other current assets                                            -             -
                                                    -------------  -------------
            Total Current Assets                              864       272,613
                                                    -------------  -------------

Leased property under capital lease, at
   cost (net of accumulated amortization of
   $ - 0 - and $3,567,799, respectively)                        -       270,915

Property and equipment, at cost (net of
   accumulated depreciation of $ - 0 -
   and $363,686, respectively)                                  -        65,859
Cost in excess of net assets acquired (net 
   of accumulated amortization of $ - 0 -
   and $50,552, respectively)                                   -       141,955

Other assets                                                    -        18,401
                                                        ---------  -------------
      Total Assets                                  $         864  $    769,743
                                                    =============  =============

</TABLE>





















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


<PAGE>

<TABLE>
<CAPTION>

 TROPIC COMMUNICATIONS, INC. (n.k.a. Tropic Air Cargo, Inc.) AND SUBSIDIARIES

                     Consolidated Balance Sheets, continued



                                                    September 1,    April 30,
                                                         1997          1997
<S>                                                 <C>            <C>

Liabilities:
Accounts payable and accrued expenses               $     146,095  $    281,821
Note and accrued interest payable - 
   related party                                           88,097       315,440
Notes and accrued interest payable                        511,713       592,799
Broadcast rights                                                -        46,449
Capital lease obligations and accrued
   interest payable                                             -       198,700
Accrued officer compensation and
   interest payable                                             -       147,240
Other current liabilities                                       -         1,766
                                                    -------------  -------------
      Total Current Liabilities                           745,905     1,584,215
                                                    -------------  -------------


Commitment and Contingencies


Shareholders' Equity (Deficit):
Preferred stock, $0.01 par value, 1,000,000
   shares authorized, none issued and outstanding               -             -
Common stock, $0.90 par value, 50,000,000 shares
   authorized, 618,594 shares issued                      556,735       556,735
Common stock subscribed                                   880,189             -
Paid in capital                                         9,007,109     9,007,109
Retained deficit                                      (10,297,297)  (10,366,728)
                                                    -------------  -------------
                                                          146,736      (802,884)
      Subscriptions receivable                           (880,189)            -
      Treasury stock, at cost, 400 shares                 (11,588)      (11,588)
                                                    -------------  -------------
      Total Shareholders' Equity (Deficit)               (745,041)     (814,472)
                                                    -------------  -------------
      Total Liabilities and Shareholders'                         
         Equity (Deficit)                           $         864  $    769,743
                                                    =============  =============

</TABLE>












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


<PAGE>

<TABLE>
<CAPTION>

 TROPIC COMMUNICATIONS, INC. (n.k.a. Tropic Air Cargo, Inc.) AND SUBSIDIARIES

                    Statements of Consolidated Operations


                                       May 1, 1997  Fiscal Years Ended April 30,
                                         Through    ----------------------------
                                       September 1,
                                           1997          1997           1996
                                           ----          ----           ----
<S>                                  <C>            <C>            <C>

Revenues:
Rental income                        $           -  $           -  $  1,323,622
Consulting fees and other income           479,475        369,123       544,793
Interest income                              2,846        826,646     2,964,299
                                     -------------  -------------  -------------
      Total Revenues                       482,321      1,195,769     4,832,714
                                     -------------  -------------  -------------

Cost and Expenses:
Marketing, administration and other             
   operating expenses                      360,084        566,073     1,346,995
Advisory services                                -         79,575             -
Interest expense - related parties          23,866         52,749        42,683
Interest expense                         1,237,742        910,637     3,106,115
Loss on residual values                          -          1,967        74,621
Depreciation and amortization of
   equipment                                24,387         46,750     1,343,383
Amortization of cost in excess of 
   net assets acquired and other 
   intangible assets                        15,455        230,511       230,511
Impairment valuation write-downs 
   of cost in excess of net 
   assets acquired                               -      1,397,180             -
Write-off investment in real estate            
   partnerships                                  -         42,527             -
(Gain) on disposal of subsidiaries      (1,248,644)             -             -
                                     -------------  -------------  -------------
      Total Costs and Expenses             412,890      3,327,969     6,144,308
                                     -------------  -------------  -------------

Income (Loss) Before Income Taxes           69,431     (2,132,200)   (1,311,594)

        Income tax expense                       -              -             -
                                     -------------  -------------  -------------

Net Income (Loss)                    $      69,431  $  (2,132,200) $ (1,311,594)
                                     =============  =============  =============

Basic and Diluted Net Income 
   (Loss) Per Share                  $        0.11  $       (3.53) $      (2.99)
                                     =============  =============  =============

Weighted Average Number of Common
   and Potential Common Shares:
      Basic and Diluted                    618,194        604,540       438,952
                                     =============  =============  =============

</TABLE>










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

<PAGE>
<TABLE>
<CAPTION>
 TROPIC COMMUNICATIONS, INC. (n.k.a. Tropic Air Cargo, Inc.) AND SUBSIDIARIES

          Statements of Consolidated Stockholders' Equity (Deficit)

                                                 Sub-               Total
                Common                           scrip-             Share
                Stock               Retained     tion      Treasury holders'
       Common   Sub-     Paid in    Earnings     Receiv-   Stock,   Equity
       Stock    scribed  Capital    (Deficit)    able      at Cost  (Deficit)
       -------- -------- ---------- ------------ --------- -------- ------------
<S>    <C>      <C>      <C>        <C>          <C>       <C>      <C>
Balances 
as of
April 30,
1995   $307,417 $      - $8,006,287 $ (6,922,934)$       - $(11,588)$ 1,433,182

Stock     
issued to                 
replace
collat-
eral 
shares
surrendered
by officer 
to secure 
promissory 
note
holders   68,075             204,661                                     272,736

Stock
options
exercised                
by officers,
directors
and
employ-
ees       34,850             32,337                                      67,187

Stock
options
exercised   
by 
others    78,084            375,461                                     453,545

Fractional 
shares
dropped for
1:3 reverse
stock split 
effected       
July 22, 
1994       (241)                241                                           -

Net income
(loss)                                (1,311,594)                    (1,311,594)                          
       -------- -------- ---------- ------------ --------- -------- ------------
Balances
as of
April 30,
1996    488,185        -  8,672,987   (8,234,528)        -  (11,588)    915,056

Stock 
options 
exercised
by 
others   51,000             289,000                                     340,000

Stock       
issued   17,550              45,122                                      62,672

Net income 
(loss)                                (2,132,200)                    (2,132,200)
       -------- -------- ---------- ------------ --------- -------- ------------
Balances
as of 
April 30,
1997    556,735      -    9,007,109  (10,366,728)        -  (11,588)   (814,472)    

Subscrip-
tions for
800,000
shares of
common
stock            880,189                          (880,189)

Net 
income                                    69,431                         69,431
       -------- -------- ---------- ------------ --------- -------- ------------
Balances
as of
September 
1, 1997$556,735 $880,189 $9,007,109 $(10,297,297)$(880,189)$(11,588)$  (745,041)
       ======== ======== ========== ============ ========= ======== ============



</TABLE>


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


<PAGE>

<TABLE>
<CAPTION>

 TROPIC COMMUNICATIONS, INC. (n.k.a. Tropic Air Cargo, Inc.) AND SUBSIDIARIES

                      Statement of Consolidated Cash Flows
               Increase (Decrease) in Cash and Cash Equivalents


                                       May 1, 1997  Fiscal Years Ended April 30,
                                         Through    ----------------------------
                                       September 1,
                                           1997          1997           1996
                                           ----          ----           ----
<S>                                  <C>            <C>            <C>
Cash Flows From Operating Activities:
   Rental receipts                   $           -  $           -  $      9,207
   Commissions, fees and other
      receipts                             129,925        214,261       241,322
   Marketing, administrative and 
      other operating payments            (129,789)      (598,835)     (646,339)
   Interest receipts                             7            709           525
   Interest payments                        (2,740)        (6,384)      (42,768)
                                     -------------  -------------  -------------
      Net Cash Used For Operating
         Activities                         (2,597)      (390,249)     (438,053)
                                     -------------  -------------  -------------
Cash Flows From Investing Activities:
   Purchase of property and 
      equipment                               (960)       (13,111)       (2,524)
   Investment in unconsolidated                 
      subsidiaries                               -           (403)         (500)
   Cash transferred with 
      subsidiaries                          (1,842)             -             -
                                     -------------  -------------  -------------
     Net Cash Used For Investing
        Activities                          (2,802)       (13,514)       (3,024)
                                     -------------  -------------  -------------
Cash Flows From Financing Activities:
   Proceeds from issuance of stock               -        340,000       426,720
   Proceeds from other borrowings                -         50,000       102,500
   Principal payment under other 
      borrowings                                 -        (21,500)      (81,000)
   Principal payments on broadcast
      acquisition debt                           -              -        (2,725)
   Proceeds from officer loans                   -              -        11,500
   Principal payments under officer 
      loans                                      -        (11,500)            -
   Proceeds from related party loans
      (non officer loans)                    5,076         39,682             -
   Principal payments under capital 
      lease obligations and other
      financings                            (1,745)        (4,872)       (6,077)
                                     -------------  -------------  -------------
     Net Cash Provided By Financing
        Activities                           3,331        391,810       450,918
                                     -------------  -------------  -------------
Net Increase (Decrease) in Cash and
   Cash Equivalents                         (2,068)       (11,953)        9,841

Cash and Cash Equivalents at
   Beginning of Period                       2,068         14,021         4,180
                                     -------------  ------------- --------------
Cash and Cash Equivalents at
   End of Period                     $           -  $       2,068 $      14,021
                                     =============  ============= ==============


</TABLE>






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


<PAGE>


 TROPIC COMMUNICATIONS, INC. (n.k.a. Tropic Air Cargo, Inc.) AND SUBSIDIARIES

                  Notes to Consolidated Financial Statements


1. GOING CONCERN BASIS OF PRESENTATION AND CERTAIN EVENTS

   Certain  information  and footnote  disclosures  contained in these financial
statements are not historical facts and are  forward-looking  statements as that
term is  defined  in the  Private  Securities  Litigation  Reform  Act of  1995.
Although  the  Company  believes  that  the   expectations   reflected  in  such
forward-looking  statements are reasonable,  the forward-looking  statements are
subject to risks and  uncertainties  that could cause  actual  results to differ
materially from those projected.

   The Company must generate  sufficient  additional working capital and operate
its newly acquired air cargo business (see below) at a profitable level in order
to  continue  as a going  concern.  Management's  plans are to expand  its newly
acquired  air cargo  business.  In the event  these  plans are not  successfully
implemented  the Company may not be able to realize the full value of its assets
in the ordinary course of business.  The financial statements do not include any
adjustments  relating to the recoverability and classification of recorded asset
amounts or the amounts and classification of liabilities that might be necessary
should the Company be unable to implement its plans.

   During the current period the Company was acquired by R.A. Logistics, Inc. As
part of this acquisition the Company has made provision for the repayment of its
obligations  and the  disposition  of certain of its  assets,  accordingly,  the
financial statements include adjustments to the carrying value of certain assets
as more fully described below. (see Notes 5 and 9).

   Reverse Acquisition - R.A. Logistics, Inc. ("RALI").

   The  business  combination  was closed  effective  September 2, 1997 with the
shareholders  of RALI  succeeding  to the  controlling  interest  in Tropic in a
transaction commonly known as a "reverse merger".  This reverse acquisition will
be recorded as a  re-capitalization,  with RALI  considered  the  acquirer.  The
accompanying financial statements reflect the accounts and results of operations
for Tropic and its wholly-owned  subsidiaries for the date immediately preceding
the date of the RALI acquisition without giving effect to any of the accounts of
RALI and its wholly-owned subsidiaries.

   Amendment to Articles of Incorporation and By-Laws.

   On September 19, 1997, by an action by a majority of the  shareholders of the
Company,   the  shareholders   approved  amending  the  Company's   Articles  of
Incorporation:  (i) to change the par value of the  Company's  common stock from
fifteen  cents  per share to  ninety  cents  per share (a 1 for 6 reverse  stock
split);  and (ii) to comport to the non-U.S.  citizen  ownership and  management
requirements  of the Federal  aviation  laws.  This  amendment  was  effected on
October 6, 1997.  Also,  the Board of  Directors  approved an  amendment  to the
Company's By-Laws: (i) to change the beginning of the Company's fiscal year from
May 1 to January 1 of each calendar  year;  and, (ii) to change the time for the
Company's  annual meeting of  shareholders  from the last Thursday of October to
the last Thursday of June of each calendar year.


2. SIGNIFICIANT ACCOUNTING POLICIES

   Basis of Consolidation.  The consolidated  financial  statements  include the
accounts of Tropic  Communications,  Inc., its  wholly-owned  subsidiaries,  and
their related business trusts (collectively,  the "Company"), most of which were
engaged  in the  equipment  leasing  and  radio  operating  business  activities
immediately preceding the date of the RALI acquisition. During the period May 1,
1997 through  September 1, 1997,  as discussed  more  thoroughly  in Note 9, the
Company  disposed  of  these  business  activities.  All  material  intercompany
transactions have been eliminated.  Certain  reclassifications  of previous year
amounts  presented herein have been made in order to conform with current period
presentations.


<PAGE>



   Long-lived  Assets.  The Company  implemented  the  provisions  of  Financial
Accounting  Standards  ("FAS")  Number 121,  Accounting  for the  Impairment  of
Long-Lived  Assets to Be Disposed Of, in fiscal year ended April 30, 1995. Since
the  Company's  prior  accounting  policy  regarding  review  of  impairment  of
long-lived assets approximated FAS 121, there was no financial impact related to
the  implementation.  Such  intangible  assets are  amortized  over  periods not
exceeding  ten years.  The Company  evaluates  the  existence of any  impairment
related to intangible  assets on the basis of whether the intangible  assets are
fully  recoverable  based upon projected  undiscounted cash flows and recognizes
such losses,  if any, during the period  impairment is incurred.  The periods of
amortization  and  recoverability  are evaluated  annually to determine  whether
circumstances  have changed which  necessitate  revision.  Based on management's
estimates,  impairments  are  recognized  during the period  impairment  incurs,
however, actual results could differ from these estimates.

   Pursuant to the RALI reverse acquisition, the business of the Company will be
devoted  solely to the operation  and expansion of the air freight  business and
the  development of an  operational  air carrier.  Accordingly,  the Company has
disposed of its other business activities.  Pursuant to the Company's accounting
policy  regarding the review of impairment  of  long-lived  assets,  the Company
determined  during  the  fourth  fiscal  quarter  of 1997  that it is  therefore
appropriate to expense  $1,397,180 of the Company's cost in excess of net assets
acquired  which is related to these other  business  activities.  The  remaining
balance  at April 30,  1997 of  $141,955,  net of  accumulated  amortization  of
$50,552,  is  related  to the cost in excess  of the value of the net  assets of
WLTT-FM at the date of  acquisition  and was  disposed of in the current  period
(See Note 9).

   Property  and   Equipment.   Property  and  equipment  are  stated  at  cost.
Depreciation  is computed on a straight  line method at rates which are adequate
to  allocate  the  costs of such  assets  over  their  estimated  useful  lives.
Expenditures  for  maintenance  and repairs are charged to expense as  incurred.
Expenditures  for additions and  improvements  are added to the cost of property
and equipment.  Leasehold improvements are amortized over the term of the lease.
Upon termination of the lease any remaining value is expensed.

   Deferred Costs. The Company defers costs that relate to stock, debt and other
financings.  The Company's  accounting  policy is to  capitalize  such costs and
amortize  them over the life of any debt they may relate to or to charge them to
Paid in  Capital  if they  relate  to  equity  financing.  If the  financing  is
terminated the costs are expensed.

   Cash Flows.  For purposes of the Statement of Cash Flows all of the Company's
cash investments are liquid  instruments with maturities of three months or less
and are considered to be cash equivalents (see Note 11).

   Income Taxes.  The Company  follows the  provisions  of Financial  Accounting
Statement Number 109, Accounting for Income Taxes ("FAS 109") which requires the
reporting of income taxes using an asset and  liability  approach and  measuring
the  change in the tax asset or  liability.  A deferred  tax asset or  liability
generally arises from changes in differences between financial reporting and tax
bases of all assets  and  liabilities  (with  exception  related  to  goodwill).
Previously  recorded  deferred tax assets and  liabilities are adjusted upon any
changes in enacted tax rates.  Differences  between financial  reporting and tax
bases  usually  result  from   differences  in  timing  of  income  and  expense
recognition. A valuation allowance is applied to a tax asset for any amount that
does  not  meet  certain  realizability  criteria.  A change  in the  amount  of
valuation  allowance  that is applicable to the beginning of the year balance is
recognized  in income from  continuing  operations,  increases in the  valuation
allowance are  recognized as income tax expense and decreases are  recognized as
income tax benefit.

   Fair Value. FAS 107,  Disclosure  about Fair Value of Financial  Instruments,
requires disclosure of the fair market value of financial  instruments for which
it deems  practical  to  estimate  fair  value.  For  certain  of the  Company's
financial  instruments  including cash, accounts receivable,  accounts and notes
payable,  and other accrued  liabilities the carrying  amounts  approximate fair
value due to their short maturities.

   Stock-Based  Compensation.  The Company has adopted the provisions of APB No.
25,  "Accounting  for Stock Issued to  Employees"  which  utilizes the intrinsic
value based method. The Financial  Accounting Standards Board ("FASB") Statement
No. 123, "Accounting for Stock-Based Compensation",  which utilizes a fair value
based method is effective for the Company's year beginning May 1, 1996. The FASB

<PAGE>

requires  disclosure  for  new  employee  stock  options  of the  impact  to the
financial  statements  of utilizing  the  intrinsic  value versus the fair value
based method.  The Company  utilizes the intrinsic value method under APB No. 25
to account for  employee  stock  options.  If the Company had  utilized the fair
value based method under FASB No. 123,  the impact would not be  significant  to
the financial  statements as there are no stock options  outstanding at December
31, 1997 and all stock  options  outstanding  at April 30, 1997 were  terminated
without being exercised.

   Use of Estimates.  The  preparation of consolidated  financial  statements in
conformity with generally accepted accounting  principles requires management to
make  estimates  and  assumptions  that  affect  the  amounts  reported  in  its
consolidated financial statements and accompanying notes. Actual results
could differ from those estimates.

   Accounting  Pronouncements for 1998. The FASB has issued three pronouncements
for fiscal years beginning after December 15, 1997: SFAS No. 130 - "Reporting of
Comprehensive  Income";  SFAS  No.  131  -  "Disclosures  about  Segments  of an
Enterprise and Related Information";  and SFAS No. 132 - "Employers' Disclosures
about Pensions and Other  Retirement  Benefits".  The Company  believes that the
effect of the adoption of the above  pronouncements  will not be material to its
financial position or the results of operations.


3. PROPERTY AND EQUIPMENT

   The Company's  property and equipment  were included  among the assets of the
subsidiaries disposed of during the period ended September 1, 1997. Property and
equipment and accumulated  depreciation,  along with assigned depreciable lives,
as of April 30, 1997, are summarized as follows:
<TABLE>
<CAPTION>

April 30, 1997


                                          Accumulated   Net          Assigned
Asset Classification             Cost     Depreciation  Book Value   Life
                                --------- ------------- ----------   -----------
<S>                             <C>       <C>           <C>          <C>

Furniture and office
   equipment                    $ 390,303 $   (352,390) $ 37,913     5-10 years
Broadcasting equipment                703         (135)      568     3-20 years
Automobiles                        19,079       (9,539)    9,540     3 years
Leasehold improvements             19,460       (1,622)   17,838     3 years
                                ------------------------------------

     Total                      $ 429,545 $   (363,686) $ 65,859
                                ========= ============  ========
</TABLE>

   Depreciation expense was $7,489, $46,750 and $1,343,383 for the period May 1,
1997  through  September  1, 1997 and for fiscal  years ended April 30, 1997 and
1996, respectively.


4. OFFICE LEASE

   Through  the date of these  financial  statements  the Company  leased  2,100
square feet of suburban  office space under a one (1) year full  service  lease,
expiring January 31, 1999 as well as storage space for $83 per month, on a month
to months  basis,  in Columbus,  Ohio. In addition,  the Company  leased a 1,200
square  feet  office/studio  facility  under a  thirty-six  (36) month lease for
monthly  rental of $927 per month with a 3% increase for the final year expiring
December 31, 1999,  and leased two parcels of land located in  Shallotte,  North
Carolina on which its  broadcast  towers are located  from a grantor  trust (the
"Trust"),  in which an officer of the  Company  is a  co-trustee,  on a month to
month  basis for $1,500  per month.  In  addition,  the lease for the  Shallotte
office/studio facility has been guaranteed by the Trust.

   Rental expense  reported in the Statement of Operations  amounted to $27,230,
$53,709 and $59,220 for the period May 1, 1997 through September 1, 1997 and the
fiscal years ended April 30, 1997 and 1996, respectively.



<PAGE>


5.  NOTES AND ACCRUED INTEREST PAYABLE

   The  Company's  notes and accrued  interest  payable at September 1, 1997 and
April 30, 1997 with their respective interest rates are as follows:

<TABLE>
<CAPTION>
                                                     September 1,    April 30,
                                                         1997          1997
<S>                                                 <C>            <C>                                                             

Secured promissory notes at 6% to
   9/6/95, 15% thereafter                           $     358,580  $    344,314

Secured promissory notes to related
   party affiliates at 6% to 9/30/95, 
   15% thereafter (See Note 11)                            88,097       254,910

Unsecured demand promissory notes and
   accrued interest payable to related
   parties, other than officers, with
   interest at 12% - 15% (See Note 11)                          -        60,530

Unsecured demand promissory notes and
   accrued interest payable, with
   interest at 10% (See Note 11)                           53,133        51,168

Installment note payable to vendors,
   collateralized with the equipment 
   purchased, with interest at 8.6%                             -         6,946

Installment note and accrued interest
   payable, with interest at 7% (See Note 11)                   -       190,371

Guarantee of  installment note                            100,000             -
                                                    -------------  -------------
Total notes and accrued interest                          
payable                                             $     599,810  $    908,239
                                                    =============  =============
</TABLE>

   The  Company is a party to one legal  proceeding  with  certain  bridge  note
lenders  commencing  on June 13, 1995 in Supreme Court of the State of New York,
County of New York , Generation  Capital  Associates et al. vs. Partech Holdings
Corporation  et al.,  Index No.  114837/95.  In the opinion of  management,  the
claims asserted,  if unfavorably  decided,  would not have a materially  adverse
effect on the financial condition of the Company.

<PAGE>

6. EMPLOYEE AND OTHER STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN

   There were 16,195 stock options,  representing  all the  outstanding  stock
options,  terminated concurrent with the acquisition of R. A. Logistics,  Inc.
During the current  period,  no options were exercised and no new options were
granted.  The Company has 51,278  options  available  for grant under its 1989
and 1993 Incentive Stock Option Plans.


   On May 16,  1996,  the  Company  granted  options  under an Option  Agreement
related to legal  services for options on 56,666 shares at $6.00 per share.  The
optionee  exercised options for all 56,666 shares on July 2, 1996 for a total of
$340,000.  There were no other stock options outstanding at September 1, 1997 or
April 30, 1997.

<PAGE>


7. COMMON STOCK AND CAPITAL TRANSACTIONS

   The Company's  common stock trades on the OTC Bulletin Board under the symbol
TRPC. The Company's common stock issued and outstanding is as follows:
<TABLE>
<CAPTION>

                                     Total Number   Common         Paid in
                                     of Shares      Stock          Capital
                                     -------------- -------------  -------------
<S>                                  <C>            <C>            <C>

Issued shares as of April 30, 1996         542,428  $     488,185  $  8,672,987
                                                          
Stock options exercised by
   others (See Note 8)                      56,666         51,000       289,000

Shares issued                               19,500         14,550        45,122
                                     -------------  -------------  -------------

Issued shares as of April 30, 1997         618,594        556,735     9,007,109
                            
                                     ------------- --------------  -------------
Issued shares as of September 1,            
   1997                                    618,594 $     556,735   $  9,007,109
                                     ============= =============   =============
</TABLE>

   Subscriptions to Common Stock.

   In August,  1997 the Company entered into  agreements  with three  investment
companies for their purchase of up to 800,000 restricted shares of the Company's
$0.90 par value common  stock at a price of sixty cents  ($0.60) per share for a
total aggregate  investment of $480,000 plus an agreement for payment of certain
of the Company's obligations and contingent obligations in the maximum amount of
approximately $880,000 as of the date of these financial statements. At the time
of the  agreements  the  equivalent  bid price of the Company's  $0.90 par value
common stock, as quoted on the OTC Bulletin Board, was one dollar and eighty-six
cents ($1.86) per share.


8. INCOME TAXES

   As of September 1, 1997 the Company has regular pre-RALI  acquisition tax net
operating loss carryforwards, expiring in the years 2007 through 2012, which may
be available  to offset  future  taxable  income of the Company in the amount of
$6,943,000.  These pre-RALI acquisition tax loss carryforwards are substantially
limited in their use and no value has been provided for their future benefit, if
any, in these financial statements.


9. DISPOSAL OF SUBSIDIARIES TO RELATED PARTIES

   Pursuant to its  acquisition  of RALI (See Note 1), the Company  entered into
agreements  for the  disposition  of its  consulting,  leasing and  broadcasting
businesses  in  exchange  for the full  repayment  of certain  of the  Company's
obligations  and the assumption by the transferees of certain of the liabilities
associated  with these  businesses.  The  dispositions  included  agreements for
liquidation  of the  Company's  obligations  being:  (i) a  promissory  note and
warrants  issued  August 4, 1994 in the unpaid amount of $63,903 in exchange for
all of the issued and  outstanding  capital stock of the Company's  wholly-owned
consulting  subsidiary;  and, (ii) a promissory  note and warrants issued to the
Trust on September 15, 1994 and other cash advances received through the date of
payment in the total unpaid amount of $194,522 in exchange for all of the issued
and  outstanding   capital  stock  of  the  Company's   wholly-owned   broadcast
subsidiary.


<PAGE>


   The components of net assets of the subsidiaries  disposed of included in the
consolidated  balance  sheet as of April 30,  1997 are  summarized  in the table
below:
<TABLE>
<CAPTION>

                                                       April 30,
                                                          1997
<S>                                                 <C>

Total current assets                                $     272,604       

Total long-term assets                                    496,480
                                                    -------------
Total Assets                                        $     769,084
                                                    =============
Total Current Liabilities                           $     706,446
                                                    =============

Net Assets                                          $      62,638
                                                    =============
</TABLE>

   The gain on  dispositions  of the  subsidiaries  is  summarized  in the table
below:
<TABLE>
<CAPTION>

                                Consulting    Leasing   Broadcasting   Total
<S>                   <C>            <C>            <C>            <C>

Company's obligations
   liquidated in
   transfer of 
   subsidiaries       $      63,903  $  14,709,335  $     194,522  $ 14,967,760
  
Net assets transferred      (43,570)    13,501,500        261,186    13,719,116
                      -------------  -------------  -------------  -------------

Gain ( loss) on 
   disposal                 107,473      1,207,835        (66,664)    1,248,644

Income taxes (credit)             -              -              -             -
                      -------------  -------------  -------------  -------------
Gain (loss) on 
   disposal of
   business segments  $     107,473  $   1,207,835  $     (66,664) $  1,248,644
                      =============  =============  =============  =============

</TABLE>

10.  NET INCOME (LOSS) PER SHARE

   For the period May 1, 1997 through September 1, 1997 basic earnings per share
amounts are based on the weighted average number of common shares outstanding of
618,194 shares.  No potential  common stock are included herein as none existed.
On September 18, 1997, the Company issued 4,400,000 common stock in exchange for
100% of the issued and outstanding  capital stock of R. A. Logistics,  Inc. (See
Note 1). On September 19, 1997, the shareholders of the Company approved a 1 for
6 reverse  stock split which become  effective  October 27, 1997.  Share and per
share amounts have been adjusted for the effect of the 1 for 6 reverse split for
all periods presented.

   For the fiscal year ended April 30, 1997 basic earnings per share amounts are
based on the weighted  average  number of common shares  outstanding  of 604,540
shares. No potential common stock are included herein due to their  antidilutive
nature.  During the year the Company issued 56,666 shares upon exercise of stock
options  granted  under  consulting  agreements,  and these are  included in the
weighted average number of common shares  outstanding.  If these shares had been
issued at the  beginning of the current  fiscal year,  primary and fully diluted
loss per share would have been ($3.48).

   For the fiscal year ended April 30, 1996 basic earnings per share amounts are
based on the weighted  average  number of common shares  outstanding  of 438,952
shares. No potential common stock are included herein due to their  antidilutive
nature.  During the fiscal year ending April 30, 1996, the Company issued 39,833
shares  pursuant to the exercise of employee stock  options,  86,760 shares upon
exercise of stock options granted under consulting  agreements and 75,639 shares
issued to an officer of the Company  pursuant to a collateral  pledge  agreement
between the Company and the  officer,  which shares are included in the weighted
average number of common shares outstanding.  If these shares had been issued at
the  beginning of the  beginning of the current  fiscal year,  primary and fully
diluted loss per share would have been ($2.40).

<PAGE>

11. SUPPLEMENTAL CASH FLOW INFORMATION

   Reconciliation  of net loss to net cash used for  operating  activities is as
follows:
<TABLE>
<CAPTION>
                                      May 1, 1997  Fiscal Years Ended April 30,
                                         Through    ----------------------------
                                       September 1,
                                           1997          1997           1996
                                           ----          ----           ----
<S>                                  <C>            <C>            <C>

Net income (loss)                    $      69,431  $  (2,132,200) $ (1,311,594)
                                     -------------  -------------  -------------
Adjustments to reconcile net income
   (loss)to net cash used for 
   operating activities:
   (Gain) loss from disposal of  
      subsidiaries                      (1,248,644)             -             -
   Loss on residual valuation                    -          1,967        74,621
   Depreciation and amortization of
      equipment and intangible assets       39,842        277,261     1,573,894
   Impairment loss on intangible 
      assets:
         Cost in excess of net asset           
            acquired                             -      1,397,180             -
         Investment in real estate           
            partnerships                         -         42,527             -
   Loss on sale of land, office 
      furniture and equipment                4,101          9,971         1,600
   Equipment acquired by barter
      transactions                               -        (14,017)       (1,874)
   Advisory services paid in stock               -              -         5,000              
   Interest paid in stock                        -                       60,532
   Interest paid in stock - related party        -              -        24,848
   Stock options exercised                       -              -         4,687
   Employee stock options exercised              -              -        62,500
   Rental income                                 -              -    (1,314,914)
   Leasing interest income                  (2,839)      (825,937)   (2,961,212)
   Leasing interest expense              1,211,954        825,937     3,008,267
Changes in assets and liabilities:
   Accrued interest income                       -         (3,562)       (2,562)
   Accrued interest expense                 46,915         96,240        12,383
   Note, accounts and commissions
     receivable                              3,553         27,499        22,504
   Other assets                               (942)        29,372         2,187
   Note and accounts payable, and
     accrued expenses                     (125,011)      (122,887)      300,024
   Other                                      (957)           400         1,056
                                     -------------  -------------  -------------
        Total Adjustments                  (72,028)    1,741,951       873,541
                                     -------------  -------------  -------------

Net Cash Used for Operating 
   Activities                        $      (2,597) $    (390,249) $   (438,053)
                                     =============  =============  =============

</TABLE>


   Non Cash Investing and Financing Activities.

   Although  the  following  activities  occurred on the dates  indicated  these
activities  have  been  reflected  in  the  accompanying   financial  statements
retroactive to September 1, 1997,  immediately prior to the acquisition of RALI.
The Company:  (1) transferred all of the issued and outstanding capital stock of
its wholly-owned  consulting  subsidiary in liquidation of loans, advances and a
promissory note and warrants,  dated August 4, 1994,  totaling $63,903,  and (2)
transferred all of the issued and outstanding  capital stock of its wholly-owned

<PAGE>

broadcasting subsidiary in liquidation of a promissory note and warrants,  dated
September 29, 1994, and other obligations, totaling $194,522.

   During the fiscal year ended April 30, 1997 the Company  received (1) $14,017
of property and equipment in barter  transactions  and (2) issued 117,000 shares
for services of $35,250 and interest charges of $27,422.

   During the fiscal year ended April 30, 1996 the Company  received  (1) $1,874
of property and equipment in barter  transactions,  (2) issued 453,836 shares of
common stock for a reduction of $272,736 in secured promissory notes and accrued
interest,  (3) issued 239,000 shares of common stock under employee stock option
plans for a $62,500 reduction in accrued compensation,  legal fees of $4,687 and
in exchange for 6,666 shares of common stock which were retired,  and (4) issued
10,000 shares in other stock options offset against trade payables of $5,000.

   In fiscal years 1997 and 1996, leasehold tenancy positions expired, were paid
off or  were  otherwise  terminated  in the  ordinary  course  of the  Company's
business  which reduced the gross value of Lease Property under Capital Lease by
$95,770,216,  and $1,952,718,  respectively,  and accumulated amortization by an
equivalent amount in each of those periods.

<PAGE>




Item 9. Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosures

   Not applicable.

                                   PART III

Item 10.    Directors and Executive Officers of the Company

   The  information  required by this Item is  incorporated  by reference to the
Company's definitive  Information  Statement pursuant to Regulation 14C or Proxy
Statement  pursuant to  Regulation  14A,  to be filed  within 120 days after the
Company's fiscal year end.

Item 11.    Executive Compensation

   The  information  required by this Item is  incorporated  by reference to the
Company's definitive  Information  Statement pursuant to Regulation 14C or Proxy
Statement  pursuant to  Regulation  14A,  to be filed  within 120 days after the
Company's fiscal year end.

Item 12.    Security Ownership of Certain Beneficial Owners and Management

   The  information  required by this Item is  incorporated  by reference to the
Company's definitive  Information  Statement pursuant to Regulation 14C or Proxy
Statement  pursuant to  Regulation  14A,  to be filed  within 120 days after the
Company's fiscal year end.

Item 13.    Certain Relationships and Related Transactions

   The  information  required by this Item is  incorporated  by reference to the
Company's definitive  Information  Statement pursuant to Regulation 14C or Proxy
Statement  pursuant to  Regulation  14A,  to be filed  within 120 days after the
Company's fiscal year end.


<PAGE>


                                     PART IV

Item 14. Exhibits, Financial Statements, Schedules, and
         Reports on Form 8-K
<TABLE>
<CAPTION>

                                                                     Form 10-K
                                                                     Page
<S>      <C>                                                               <C>

Reference
  (a)(1) Index to Consolidated Financial Statements:

         (i)Report of Independent Certified Public Accountants             10

            Consolidated Balance Sheet as of December 31, 1997             11

            Statement of Consolidated Operations for the period
              July 23, 1997 (date of inception) through December 
              31, 1997                                                     12

            Statement of Consolidated  Stockholders' Equity 
              (Deficit) the period July 23, 1997 (date of inception)
              through December 31, 1997                                    13

            Statement  of  Consolidated  Cash Flows for the period
              July 23, 1997 (date of inception) through December 31, 
              1997                                                         14

            Notes to Consolidated Financial Statements                     15-21

         (ii) Report of Independent Certified Public Accountants           22

            Consolidated Balance Sheets as of September 1, 1997            23

            Statements of Consolidated Operations for the period
              May 1, 1997 through September 1, 1997                        25

            Statements of Consolidated Stockholders' Equity (Deficit)
              the period May 1, 1997 through September 1, 1997             26

            Statements of Consolidated Cash Flows for the period
              May 1, 1997 through September 1, 1997                        27

            Notes to Consolidated FinancialStatements                      28-35

  (a)(2) Index to Financial Statement Schedules:

         SCHEDULE II  Valuation and qualifying accounts                    38
</TABLE>

      All other schedules have been omitted because the required  information is
  included in the consolidated  financial statements or notes thereto, or is not
  required to be filed.

      The Company hereby  undertakes to furnish to the Commission any instrument
  with  respect  to  long-term  debt of the  Company  which  does not exceed ten
  percent of the total assets of the Company and its subsidiaries.

  (a)(3) Exhibits:  See index filed as part of Form 10-K on page 40.

   (b) Reports on Form 8-K.

      The following  reports on Form 8-K were filed during the two months ended
  December 31, 1997:   None

<PAGE>

<TABLE>
<CAPTION>

                  SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS
    For The Period May 1, 1997 through September 1, 1997 and The Years Ended
                             April 30, 1997 and 1996

COLUMN A               COLUMN B         COLUMN C        COLUMN D    COLUMN E

--------------------------------------------------------------------------------
                                       Additions
                                  ------------------
                       Balance at                                 Balance at
Valuation and          Beginning  Costs and To Other              End of
Qualifying Accounts    of Period  Expenses  Accounts Deductions   Period

--------------------------------------------------------------------------------
<S>                   <C>         <C>       <C>     <C>            <C>

For the period:

May 1, 1997 through
   September 1, 1997
  Accounts receivable $    2,500  $      -  $     - $   (B)(2,500) $          -
   
  Equipment residuals          -         -        -             -             -
  Valuation allowance
  for deferred tax 
  assets               2,539,100   (19,100)       -  (C)2,520,000             -
                       ---------  --------  ------- -------------  -------------
                      $2,541,600  $(19,100) $     - $  (2,522,500) $          -
                      ==========  ========  ======= =============  =============

For the year ended:

April 30, 1997
  Accounts receivable $    5,800  $ 12,226  $     - $  (A)(15,526) $      2,500
  Equipment residuals          -     1,967        -    (A) (1,967)            -
  Valuation allowance 
  for deferred tax
  assets               2,353,500   185,600        -             -     2,539,100
                      ----------  --------  ------- -------------  -------------
                      $2,359,300  $199,793  $     - $     (17,493) $  2,541,600
                      ==========  ========  ======= =============  =============

April 30, 1996
  Accounts receivable $   10,789  $ 13,337  $     - $  (A)(18,327) $      5,800
  Equipment residuals          -    74,621        -    (A)(74,621)            -
  Valuation allowance
  for deferred tax 
  assets               1,997,900   355,600        -             -     2,353,500
                      ----------  --------  ------- -------------  -------------
                      $2,008,689  $443,558  $     - $     (92,948) $  2,359,300
                      ==========  ========  =====================  =============

</TABLE>

  (A) All amounts were written  off. 
  
  (B) Amount was  transferred  in exchange of debt.
  
  (C) As a  result  of  its  acquisition  of R.  A.  Logistics,  Inc.  and  the
  disposition of its consulting,  leasing and broadcast  subsidiaries,  ultimate
  future  realization  of  the  benefit  from  the   pre-acquisition   tax  loss
  carryforwards,  if available at all, are subject to  significant  limitations,
  and  therefore,  the related  deferred tax asset and valuation  allowance have
  been eliminated.



<PAGE>





   SIGNATURES

   Pursuant to the  requirements of Section 13 or 15(d) of the Securities Act of
1934,  the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                       TROPIC AIR CARGO, INC.


                                               /s/ JOHN E. RAYL
DATE:  April 23, 1998                  By:____________________________
                                          John E. Rayl
                                          Treasurer
                                          (Principal Financial Officer)

   Pursuant to the  requirements  of the Securities  Exchange Act of 1934,  this
report has been signed below by the  following  persons on behalf of the Company
and in the capacities and on the dates indicated.




   /s/ ANGEL MUNOZ
 _________________________  Chairman, Chief Executive Officer,   April 23, 1998
 Angel Munoz                President and Director




   /s/ RONALD VIMO
__________________________  Vice President and Director          April 23, 1998
Ronald Vimo




   /s/ SCOTT VILLANUEVA
__________________________  Secretary and Director               April 23, 1998
Scott Vellanueva




   /s/ JOHN E. RAYL
__________________________  Treasurer and Director               April 23, 1998
John E. Rayl                (Principal Financial Officer)


<PAGE>


                                INDEX TO EXHIBITS

Exhibit     2.1 Authorization of Plan of Distribution filed as Exhibit 1 to Form
            10,   Commission  File  No.  014361  filed  on  March  28,  1986  is
            incorporated herein by reference.

Exhibit     3.1  Certificate of  Incorporation  and Bylaws filed as Exhibit 2 to
            Form 10,  Commission  File No.  014361  filed on March  28,  1986 is
            incorporated herein by reference.

Exhibit     3.2 Certificate of Amendment of Partech Holdings  Corporation  dated
            March 10,  1992,  incorporated  herein by reference to Exhibit A, to
            Form 8-K, dated March 13, 1992, Commission File No. 014361.

Exhibit     3.3 Proposed Amendment to Partech Holdings  Corporation  Articles of
            Incorporation, Proxy Item Number 2, incorporated herein by reference
            to Exhibit 3.3, to Schedule 14A filed  November 9, 1993,  Commission
            file No. 014361.

Exhibit     3.4  Restated  Certificate  of  Incorporation  of  Partech  Holdings
            Corporation dated January 25, 1994, incorporated herein by reference
            to Exhibit 3.3, to Form 10-Q for the fiscal  quarter  ended  January
            31,  1994,  filed  March  17,  1994,  Commission  file  No.  014361,
            Commission file No. 014361.

Exhibit     3.5 Proposed Amendment to Partech Holdings  Corporation  Certificate
            of Incorporation,  incorporated  herein by reference to Exhibit 3.5,
            to Schedule 14A filed May 20, 1994, Commission file No. 014361.

Exhibit     3.6 Restated Certificate of Incorporation of  Tropic Communications,
            Inc. dated  July  10,  1995  incorporated  herein  by  reference  to
            Exhibit 3.6 to Form 10-K filed on November 3, 1995, Commission  file
            No. 014361.

Exhibit     3.7 Certificate of Amendment of Partech Holdings Corporation (n.k.a.
            Tropic Communications,  Inc. dated July 10, 1995 incorporated herein
            by reference  to Exhibit 3.7 to Form S-8,  filed  September 8, 1995,
            Commission file No. 014361.

Exhibit     3.8 Certificate of Amendment to Articles of Incorporation of the 
            Tropic Communications, Inc.dated October 6, 1997 incorporated herein
            by reference to Exhibit 3.8 to Form 8-K, filed on October 17,  1997,
            Commission file No. 014361.

Exhibit     3.9 Certificate of Incorporation for Tropic Air Cargo,  Inc.  dated
            October 6, 1997 incorporated  herein by  reference to Exhibit 3.9 to
            Form 8-K, filed on October 17, 1997, Commission file No. 014361.

Exhibit     3.10  Amended  and  Restated  By-Laws of the Tropic Air Cargo,  Inc.
            dated  October 6, 1997  incorporated  herein by reference to Exhibit
            3.10 to Form 8-K, filed on October 17, 1997, Commission file No.
            014361.

Exhibit     4.1  Instruments  Defining the Rights of Security  Holders  filed as
            Exhibit 3 to Form 10,  Commission File No. 014361 filed on March 28,
            1986 is incorporated herein by reference.

Exhibit     4.2  Form  of  Common   Share   Certificate   of  Partech   Holdings
            Corporation,  incorporated herein by reference to Exhibit B, to Form
            8-K, dated March 13, 1992, Commission File No. 014361.

Exhibit     4.3 Form of Notice of Redemption for Redeemable  Class A Warrants of
            Partech  Holdings  Corporation  incorporated  herein by reference to
            Exhibit A, to Form 8-K, dated April 14, 1992, Commission File No.
            014361.
<PAGE>

Exhibit     4.4  Prospectus  Supplement of Partech  Holdings  Corporation  dated
            March 13,  1992,  incorporated  herein by reference to Exhibit A, to
            Form 8-K, dated March 13, 1992, Commission File No. 014361.

Exhibit     4.5  Prospectus  Supplement of Partech  Holdings  Corporation  dated
            February 1, 1993,  incorporated  herein by reference to Exhibit 4.5,
            to Form 8-K, filed February 2, 1993, Commission File No. 014361.

Exhibit     4.6  Prospectus  Supplement of Partech  Holdings  Corporation  dated
            April 27, 1993,  incorporated herein by reference to Exhibit 4.6, to
            Form 8-K, filed April 28, 1993, Commission File No. 014361.

Exhibit     4.7  Prospectus  Supplement is  incorporated  herein by reference to
            Exhibit 4.7, to Form 8-K, filed June 4, 1993, Commission file No.
            014361.

Exhibit     4.8  Prospectus  Supplement,   filed  herewith  as  Exhibit  4.7  is
            incorporated  herein by reference to Exhibit 4.8, to Form 8-K, filed
            July 2, 1993, Commission file No. 014361.

Exhibit     4.9  Form  of  Subscription   Agreement   between  Partech  Holdings
            Corporation and the Investor is incorporated  herein by reference to
            Exhibit 4.9 to Form 10-K,  filed July 19, 1994,  Commission file No.
            014361.

Exhibit     4.10 Form of 6% Secured Note of Partech Holdings  Corporation issued
            to the Investor is incorporated  herein by reference to Exhibit 4.10
            to Form 10-K, filed July 19, 1994, Commission file No.
            014361.

Exhibit     4.11 Form of  Supplemental  Warrant and Additional  Warrant  between
            Partech Holdings  Corporation and the Investor,  incorporated herein
            by  reference  to Exhibit  4.11 to Form 10-K,  filed July 19,  1994,
            Commission file No. 014361.

Exhibit     4.12 Form of Unit Warrant between Partech  Holdings  Corporation and
            the Investor is incorporated  herein by reference to Exhibit 4.12 to
            Form 10-K, filed July 19, 1994, Commission file No. 014361.

Exhibit     4.13 Form of Common  Share  Certificate  of  Tropic  Communications,
            Inc. is incorporated  herein by refererence to Exhibit 4.13 to Form
            10-K filed November 3, 1995, Commission file No. 014361.

Exhibit     4.14 Subscription  Agreement  between  Tropic  Communications,  Inc.
            and  Winchester Investments,  Inc.  ("Subscriber")  dated August 18,
            1997 is incorporated  by  reference  to Exhibit  4.14 to Form  10-Q
            Amended, filed April __, 1998, Commission file No. 014361.

Exhibit     4.15 Subscription  Agreement  between  Tropic  Communications,  Inc.
            and Mark Foglia dba Pro Sport ("Subscriber")  dated  August 23, 1997
            is incorporated  by reference to Exhibit 4.15 to Form 10-Q  Amended,
            filed April __, 1998, Commission file No. 014361.

Exhibit     4.16 Subscription  Agreement  between  Tropic  Communications,  Inc.
            and  AMG Investments   ("Subscriber")   dated  August  10,  1997  is
            incorporated by  reference  to  Exhibit  4.16 to Form 10-Q  Amended,
            filed April __, 1998, Commission file No. 014361.


Exhibit     5.4 Opinion of Counsel  Regarding  the $600,000  exempt  Convertible
            Securities  offering is incorporated  herein by reference to Exhibit
            5.4, to Form 10-K, filed July 19, 1994, Commission file No. 014361.
<PAGE>

Exhibit     10.1 Employment  Agreement  with John E. Rayl  filed as Exhibit 5 to
            Form 10, Commission  File No.  014361  filed  on March  28,  1986 is
            incorporated herein by reference.

Exhibit     10.4  Form of  Agreement  of Trust of the  Company's  Ohio  business
            trusts.  Incorporated  herein by reference to Exhibit 10.4 to Annual
            Report on Form 10-K for the year ended  April 30,  1987,  Commission
            File No. 014361.

Exhibit     10.5 Form of Purchase  Assignment  and  Assumption  Agreement of the
            Company's Ohio business trusts.  Incorporated herein by reference to
            Exhibit 10.5 to Annual  Report on Form 10-K for the year ended April
            30, 1987, Commission File No. 014361.

Exhibit     10.6 Form of Description of the Property and the Property's  Rights,
            Obligations,  and Equipment of the Company's  Ohio business  trusts.
            Incorporated herein by reference to Exhibit 10.6 to Annual Report on
            Form 10-K for the year ended  April 30,  1987,  Commission  File No.
            014361.

Exhibit     10.7 Form of  Remarketing  and Servicing  Agreement of the Company's
            Ohio business  trusts.  Incorporated  herein by reference to Exhibit
            10.7 to  Annual  Report on Form  10-K for the year  ended  April 30,
            1987, Commission File No. 014361.

Exhibit     10.26 Partech Holdings Corporation 1989 Incentive Stock Options Plan
            and  1989  Stock   Option  and  Stock   Appreciation   Rights   Plan
            incorporated  herein by  reference  to an  Exhibit  filed  therewith
            Information Statement filed on Form 14C for the year ended April 30,
            1989, Commission File No. 014361.

Exhibit     10.35 Lease dated as of March 23, 1992 between LCC Asset  Management
            Corporation and Ohio State Life Insurance Company, filed herewith as
            Exhibit 10.35.  Incorporated herein by reference to Exhibit 10.35 to
            Annual Report on Form 10-K for the Fiscal Year Ended April 30, 1992,
            Commission File No. 014361.

Exhibit     10.37 Letter to Continental Stock Transfer and Trust Company,  dated
            February 1, 1993,  authorizing  issuance of Redeemable B Warrants at
            Temporary   Exercise  Price  during   Temporary   Exercise   Period,
            incorporated  herein by  reference  to Exhibit  10.40,  to Form 8-K,
            dated February 1, 1993, Commission File No. 014361.

Exhibit     10.38 Letter to Continental Stock Transfer and Trust Company,  dated
            April 27,  1993,  authorizing  issuance of  Redeemable B Warrants at
            Temporary   Exercise  Price  during   Temporary   Exercise   Period,
            incorporated  herein by  reference  to Exhibit  10.41,  to Form 8-K,
            filed April 28, 1993, Commission File No. 014361.

Exhibit     10.41 Loan Agreement between Partech Communications  Group, Inc. and
            Funder's Trust 1992-A, dated March 9, 1993,  incorporated  herein by
            reference to  Exhibit  10.41,  to Form 8-K,  file  March  17,  1993,
            Commission File No. 014361.

Exhibit     10.42 Purchase Agreement between Jennings Communications Corporation
            and PCG of the Golden  Strand,  Inc.,  for the  purchase of WDZD-FM,
            dated  September  17,  1992,  incorporated  herein by  reference  to
            Exhibit 10.42, to Form 8-K, file March 17, 1993, Commission File No.
            014361.

Exhibit     10.43 Bill of Sale between Jennings  Communications  Corporation and
            PCG of the Golden Strand,  Inc., for the purchase of WDZD-FM,  dated
            March 10, 1993,  incorporated  herein by reference to Exhibit 10.43,
            to Form 8-K, file March 17, 1993, Commission File No. 014361.

Exhibit     10.44 Letter to Continental Stock Transfer and Trust Company,  dated
            June 3, 1993,  authorizing  issuance  of  Redeemable  B Warrants  at
            Temporary   Exercise   Price  during   Temporary   Exercise   Period
            incorporated  herein by  reference  to Exhibit  10.44,  to Form 8-K,
            filed June 4, 1993, Commission file No. 014361.
<PAGE>

Exhibit     10.45 Purchase Agreement between Webster  Broadcasting, Inc. and PCG
            of Tallahassee,  Inc.,  for the  purchase  of WMFL-AM  and  WJPH-FM,
            dated May 12, 1993,  incorporated  herein by  reference  to  Exhibit
            10.45, to Form 8-K, filed June 4, 1993, Commission file No. 014361.

Exhibit     10.46  Guarantee  by  Partech   Holdings   Corporation  of  Purchase
            Agreement between Webster Broadcasting, Inc. and PCG of Tallahassee,
            Inc.,  for the purchase of WMFL-AM and WJPH-FM,  dated May 12, 1993,
            incorporated  herein by  reference  to Exhibit  10.46,  to Form 8-K,
            filed June 4, 1993, Commission file No. 014361.

Exhibit     10.47 Local  Programming  and Marketing  Agreement  between  Webster
            Broadcasting,  Inc. and PCG of Tallahassee,  Inc., to broadcast from
            WMFL-AM and  WJPH-FM,  dated May 12,  1993,  incorporated  herein by
            reference  to  Exhibit  10.47,  to Form  8-K,  filed  June 4,  1993,
            Commission file No. 014361.

Exhibit     10.48 1989 Stock Option and Stock Appreciation Rights Plan Agreement
            between Partech  Holdings  Corporation and John E. Rayl,  dated July
            15, 1993, incorporated herein by reference to Exhibit 10.48, to Form
            S-8, filed August 9, 1993, Commission file No.
            014361.

Exhibit     10.50 1989 Stock Option and Stock Appreciation Rights Plan Agreement
            between Partech Holdings  Corporation and Mark S. Manafo, dated July
            15, 1993, incorporated herein by reference to Exhibit 10.50, to Form
            S-8, filed August 9, 1993, Commission file No.
            014361.

Exhibit     10.51 1989  Incentive  Stock Option Plan Agreement  between  Partech
            Holdings  Corporation  and Mark S.  Manafo,  dated  July  15,  1993,
            incorporated  herein by  reference  to Exhibit  10.51,  to Form S-8,
            filed August 9, 1993, Commission file No. 014361.

Exhibit     10.52 1989  Incentive  Stock Option Plan Agreement  between  Partech
            Holdings  Corporation  and Thomas E. Reynolds,  dated July 15, 1993,
            incorporated  herein by  reference  to Exhibit  10.52,  to Form S-8,
            filed August 9, 1993, Commission file No. 014361.

Exhibit     10.53 1989  Incentive  Stock Option Plan Agreement  between  Partech
            Holdings  Corporation  and  Jerald K.  Rayl,  dated  July 15,  1993,
            incorporated  herein by  reference  to Exhibit  10.53,  to Form S-8,
            filed August 9, 1993, Commission file No. 014361.

Exhibit     10.54 1989  Incentive  Stock Option Plan Agreement  between  Partech
            Holdings  Corporation and Paul R.  Weinberger,  dated July 15, 1993,
            incorporated  herein by  reference  to Exhibit  10.54,  to Form S-8,
            filed August 9, 1993, Commission file No. 014361.

Exhibit     10.55 Consulting Agreement between Partech Holdings  Corporation and
            Birchwood Capital  Advisors  Group,  Inc.  dated  February  1, 1994,
            incorporated  herein by reference  to  Exhibit  10.51,  to Form S-8,
            filed March 21, 1994, Commission file No. 014361.

Exhibit     10.56 Agreement  to   Grant   Options   between   Partech   Holdings
            Corporation and M.S.  Farrell & Company,  Inc.  dated April 6, 1994,
            incorporated herein by  reference  to  Exhibit  10.52,  to Form S-8,
            filed April 8, 1994, Commission file No. 014361.

Exhibit     10.57 Consulting Agreement between Partech Holdings  Corporation and
            M.S. Farrell & Company,  Inc. dated November 13, 1992,  incorporated
            herein by reference to Exhibit  10.53,  to Form S-8,  filed April 8,
            1994, Commission file No. 014361.
<PAGE>

Exhibit     10.58 Letter to Continental Stock Transfer and Trust Company,  dated
            June 3, 1993,  authorizing  issuance  of  Redeemable  B Warrants  at
            Temporary   Exercise  Price  during   Temporary   Exercise   Period,
            incorporated  herein by  reference  to Exhibit  10.49,  to Form 8-K,
            filed July 2, 1993, Commission file No. 014361.

Exhibit     10.59  1993  Long-Term   Incentive   Plan,   Proxy  Item  Number  3,
            incorporated  herein by reference to Exhibit 10.50, to Schedule 14A,
            Preliminary Proxy Statement, filed November 9, 1993, Commission
            file No. 014361.

Exhibit     10.60 Amendment to Employment  Agreement  between  Partech  Holdings
            Corporations  and John E. Rayl,  dated July 15,  1993,  incorporated
            herein by reference to Exhibit 10.60,  to Schedule 14A filed May 20,
            1994, Commission file No. 014361.

Exhibit     10.61 Amendment  to  Employment Agreement  between  John E. Rayl and
            Partech Holdings Corporation,  Partech  Communications  Group,  Inc.
            and Leeward Capital Corporation,  dated May 1, 1994,  filed herewith
            as Exhibit 10.61.

Exhibit     10.62  Agreement  between  Dwyer  &  Associates,  Inc.  and  Partech
            Holdings  Corporation,  dated May 10,  1994,  with Exhibit A, Option
            Agreement and sub Exhibit A,  Certificate  for Common Stock Purchase
            Options  and  sub   Exhibit  B,  Form  of   Election  to   Purchase,
            incorporated  herein by  reference to Exhibit  10.62,  to Form 10-K,
            filed July 19, 1994, Commission file No. 014361.

Exhibit     10.63 1989  Incentive  Stock Option Plan Agreement  between  Partech
            Holdings  Corporation  and James B. Dwyer,  III, dated May 18, 1994,
            incorporated  herein by  reference  to  Exhibit  10.63 to Form 10-K,
            filed July 19, 1994, Commission file No. 014361.

Exhibit     10.64 Form of Time  Brokerage  Agreement  between Lee  Mitchell  and
            Tropic of St.  Simons,  Inc.,  incorporated  herein by  reference to
            Exhibit 10.64 to Form 10-K, filed July 19, 1994, Commission file No.
            014361.

Exhibit     10.65 Form of Stock  Purchase  Agreement  between PCG of the Florida
            Keys, Inc. and Richard  Silva,  incorporated  herein by reference to
            Exhibit 10.65 to Form 10-K,  filed July 19,  1994,  Commission  file
            No. 014361.

Exhibit     10.66 Form of Security  Pledge and  Hypothecation  Agreement between
            PCG of the  Florida  Keys,  Inc.  and  Richard  Silva,  incorporated
            herein by reference  to Exhibit  10.66 to Form 10-K,  filed July 19,
            1994, Commission file No. 014361.

Exhibit     10.67 Form of Put Option Agreement  between PCG of the Florida Keys,
            Inc. and  Richard  Silva,   incorporated   herein  by  reference  to
            Exhibit 10.67 to Form 10-K,  filed July 19,  1994,  Commission  file
            No. 014361.

Exhibit     10.68 Form of Purchase Option  Agreement  between  Richard Silva and
            PCG of the Florida  Keys, Inc.  incorporated  herein by reference to
            Exhibit 10.68 to Form 10-K,  filed July 19,  1994,  Commission  file
            No. 014361.

Exhibit     10.69 Form of Security Agreement  between PCG of the Golden  Strand,
            Inc. and Media  Group,  Inc.,  incorporated  herein by  reference to
            Exhibit 10.69 to Form 10-K,  filed July 19,  1994,  Commission  file
            No. 014361.

Exhibit     10.70 Form  of   Escrow   Agreement   among   Ed   Winton,   Partech
            Communications Group,  Inc. and Mark T. Jorgenson  d/b/a/  Jorgenson
            Broadcast Brokerage,  incorporated  herein by  reference  to Exhibit
            10.70 to Form 10-K, filed July 19, 1994, Commission file No. 014361.
<PAGE>

Exhibit     10.71 Form of Promissory  Note  by PCG of the  Golden  Strand,  Inc.
            payable to Media Group,  Inc.,  incorporated  herein by reference to
            Exhibit  10.71 to Form 10-K, filed July 19,  1994,  Commission  file
            No. 014361.

Exhibit     10.72  Form of  Purchase  Agreement  between Ed Winton and Tropic of
            Tallahassee,  Inc.,  incorporated  herein by  reference  to  Exhibit
            10.72, to Form 10-K, filed July 19, 1994, Commission file No.
            014361.

Exhibit     10.73 Form of Security Agreement between Tropic of Tallahassee, Inc.
            and Ed Winton,  incorporated herein by reference to Exhibit 10.73 to
            Form 10-K, filed July 19, 1994, Commission file No.014361.

Exhibit     10.74 Form  of  Promissory Note  by  Tropic  of  Tallahassee,   Inc.
            payable to Ed Winton, incorporated  herein by  reference  to Exhibit
            10.74 to Form 10-K, filed July 19, 1994, Commission file No. 014361.

Exhibit     10.75 Form of  Escrow  Agreement  among  WBA   Broadcasting,   Inc.,
            Partech Communications Group,  Inc.  and Mark T.  Jorgenson  d/b/a/
            Jorgenson Broadcast  Brokerage,  incorporated herein by reference to
            Exhibit 10.75 to Form 10-K,  filed July 19,  1994,  Commission  file
            No. 014361.

Exhibit     10.76 Form of  Purchase  Agreement  among  Lee  M.  Mitchell,   AT&T
            Commercial Finance  Corporation,  and  Tropic of St.  Simons,  Inc.,
            incorporated herein by  reference  to Exhibit  10.76,  to Form 10-K,
            filed July 19, 1994, Commission file No. 014361.

Exhibit     10.77 Purchase Agreement between White Broadcasting  Corporation and
            Tropic of Key West, Inc., dated June 17, 1994,  incorporated  herein
            by  reference  to Exhibit  10.77 to Form 10-K,  filed July 19, 1994,
            Commission file No. 014361.

Exhibit     10.78 Form of  Escrow  Agreement  among  White  Broadcasting,  Inc.,
            Partech Communications  Group,  Inc.  and Mark T.  Jorgenson  d/b/a/
            Jorgenson Broadcast  Brokerage,  incorporated herein by reference to
            Exhibit 10.78 to Form 10-K,  filed July 19,  1994,  Commission  file
            No. 014361.

Exhibit     10.79 Form of  Non-Compete  Agreement  between  White  Broadcasting,
            Inc. and Tropic of Key West, Inc., incorporated  herein by reference
            to Exhibit 10.79 to Form 10-K, filed July 19, 1994,  Commission file
            No. 014361.

Exhibit     10.80 Agreement between John E. Rayl,  Partech Holdings  Corporation
            and Partech  Communications  Group,  Inc., as to the  replacement of
            pledged shares that may be foreclosed  upon in accordance  with Unit
            Note pursuant to the $600,000 Convertible Securities Offering, dated
            May 31, 1994,  incorporated  herein by reference to Exhibit 10.80 to
            Form 10-K, filed July 19, 1994, Commission file No. 014361.

Exhibit     10.81 Partech Communications  Group,  Inc. Pledge Agreement  between
            Partech Communications  Group,  Inc. and the Investor and Kelly Drye
            &  Warren, the  Investor's  Representative,  dated  June  15,  1994,
            incorporated herein by  reference  to  Exhibit  10.81 to Form  10-K,
            filed July 19, 1994, Commission file No. 014361.

Exhibit     10.82  Pledge  Agreement  between  John E. Rayl and the Investor and
            Kelly Drye & Warren, the Investor's  Representative,  dated June 15,
            1994,  incorporated  herein by  reference  to Exhibit  10.82 to Form
            10-K, filed July 19, 1994, Commission file No. 014361.

Exhibit     10.83 Purchase and Sale Agreement  between PCG of the Golden Strand,
            Inc. and  Funder's   Trust   1992-A,   dated   December  29,  1994,
            incorporated herein by  reference  to  Exhibit  10.83 to Form  10-K,
            filed November 3, 1995, Commission file No. 014361.
<PAGE>

Exhibit     10.84 Stock Exchange Agreement  between Kenneth A. Welt,  Trustee of
            Florida West Airlines, Inc. and Tradewinds Acquisition  Corporation,
            dated  November  29,  1995,  incorporated  herein  by  reference  to
            Exhibit 10.84 to Form 10-Q,  filed  December  14,  1995,  Commission
            file No. 014361.

Exhibit     10.85  Administrative  Services  Agreement  between Partech Holdings
            Corporation and Tradewinds Acquisition Corporation,  dated March 22,
            1995,  incorporated  herein by  reference  to Exhibit  10.85 to Form
            10-Q, filed December 14, 1995, Commission file No. 014361.

Exhibit     10.86 Administrative Services  Agreement  Extension  between Partech
            Holdings Corporation (n.k.a.  Tropic   Communications,   Inc.)  and
            Tradewinds  Acquisition   Corporation,   dated   August   1,   1995,
            incorporated herein by  reference  to  Exhibit  10.86 to Form  10-Q,
            filed December 14, 1995, Commission file 014361.

Exhibit     10.87   Stock   Exchange   Agreement   between   The  Flood   Group,
            incorporated,  Shareholders  of The Flood  Group,  incorporated  and
            Technology   Acquisitions   Corporation,   dated   May   21,   1996,
            incorporated  herein by  reference  to  Exhibit  10.87 to Form 10-K,
            filed October 8, 1996, Commission file 014361.

Exhibit     10.88  Stock   Registration   Agreement  between  The  Flood  Group,
            incorporated,    Technology   Acquisitions   Corporation,    certain
            Shareholders  of  Technology  Acquisitions  Corporation  and  Tropic
            Communications,  Inc.,  dated May 21, 1996,  incorporated  herein by
            reference  to  Exhibit  10.88 to Form 10-K,  filed  October 8, 1996,
            Commission file 014361.

Exhibit     10.89 Stock Exchange  Agreement between ICCS, Inc., PCK Enterprises,
            Inc.,  Shareholders  of ICCS,  Inc.  and PCK  Enterprises,  Inc. and
            Technology   Acquisitions   Corporation,   dated   May   22,   1996,
            incorporated  herein by  reference  to  Exhibit  10.89 to Form 10-K,
            filed October 8, 1996, Commission file 014361.

Exhibit     10.90  Stock   Registration   Agreement  between  ICCS,  Inc.,  ICCS
            Solutions,  Inc., certain  Shareholders of ICCS Solutions,  Inc. and
            Tropic Communications, Inc., dated May 22, 1996, incorporated herein
            by reference to Exhibit  10.90 to Form 10-K,  filed October 8, 1996,
            Commission file 014361.

Exhibit     10.91 Stock Exchange Agreement between R.A.  Logistics,  Inc., Angel
            Munoz, Ronald Vimo and Scott  Villanueva and Tropic  Communications,
            Inc. dated  Spetember 2, 1997,  incorporated  herein by reference to
            Exhibit 10.91 to Form 8-K,  filed October 3, 1997,  Commission  file
            No. 014361.

Exhibit     10.92  Employment  Agreement  dated September 2, 1997 by and between
            Angel Munoz and Tropic Communications,  Inc., incorporated herein by
            reference  to  Exhibit  10.92 to Form 8-K,  filed  October  3, 1997,
            Commission file No. 014361.

Exhibit     10.93  Employment  Agreement  dated September 2, 1997 by and between
            Ronald Vimo and Tropic Communications,  Inc., incorporated herein by
            reference  to  Exhibit  10.93 to Form 8-K,  filed  October  3, 1997,
            Commission file No. 014361.

Exhibit     10.94  Employment  Agreement  dated September 2, 1997 by and between
            Scott  Villanueva  and  Tropic  Communications,  Inc.,  incorporated
            herein by reference to Exhibit  10.94 to Form 8-K,  filed October 3,
            1997, Commission file No. 014361.

Exhibit     10.95 Stock  Purchase  Agreement  between  Dana  Credit  Corporation
            ("Seller")  and  Duluth  Master  Trust  ("Buyer")  dated May 1, 1997
            incorporated  herein by  reference  to  Exhibit  10.95 to Form 10-K,
            filed October 3, 1997, Commission file No. 014361.
<PAGE>

Exhibit     10.96 Secured  Recourse Note  betweenDuluth  Master Trust and Duluth
            Lease,   Inc.   ("Co-Borrowers")   and  Aim  Financial   Corporation
            ("Lender")  dated May 1, 1997  incorporated  herein by  reference to
            Exhibit 10.96 to Form 10-Q,  filed October 3, 1997,  Commission file
            No. 014361.

Exhibit     10.97 Agreement  between   Firestar   Holdings,   Ltd.   and  Tropic
            Communications, Inc.  dated August 22, 1997 is  incorporated  herein
            by reference to Exhibit 10.97 to Form 10-Q  Amended, filed April __,
            1998, Commission file No. 014361.

Exhibit     10.98 Indemnificatioin Agreement  between Firestar  Holdings,  Ltd.,
            Birchwood Capital  Advisors  Group,  Inc., Lion  Investments,  Inc.,
            Winchester Investments,  Inc.  (collectively the  "Indemnitors") and
            Tropic Communications,  Inc. dated September 1, 1997 is incorporated
            herein by reference  to Exhibit  10.98 to Form 10-Q  Amended,  filed
            April __, 1998, Commission file No. 014361.

Exhibit     10.99 Stock Exchange Agreement between Firestar  Holdings,  Ltd. and
            Tropic Communications,  Inc. dated September 1, 1997 is incorporated
            herein by reference  to Exhibit  10.99 to Form 10-Q  Amended,  filed
            April __, 1998, Commission file No. 014361.

Exhibit     10.100 Stock Exchange Agreement  between  John E.  Rayl  and  Tropic
            Communications,  Inc.  dated  September  26,  1997  is  incorporated
            herein by reference to Exhibit  10.100 to Form 10-Q  Amended,  filed
            April __, 1998, Commission file No. 014361.

Exhibit     10.101 Stock ExchangeAgreement between  CCJ  Consultants,  Inc.  and
            Tropic Communications,  Inc. dated October 10, 1997 is  incorporated
            herein by reference to Exhibit  10.101 to Form 10-Q  Amended,  filed
            April __, 1998, Commission file No. 014361.

Exhibit     10.102 Stock  Exchange  Agreement  between  Funders Trust 1992-A and
            Tropic  Communications,  Inc. dated October 10, 1997 is incorporated
            herein by reference to Exhibit  10.102 to Form 10-Q  Amended,  filed
            April __, 1998, Commission file No. 014361.

Exhibit 11  Statement re:  computation of earnings per share.

Exhibit     20  Form  of  Proxy  for  1993  Annual   Meeting  of   Shareholders,
            incorporated  herein by  reference  to Exhibit 20 to  Schedule  14A,
            Preliminary Proxy Statement, filed November 9, 1993, Commission file
            No. 014361.

Exhibit     20.1 Letter between Partech  Holdings  Corporation and M.S.  Farrell
            &  Company, Inc.  dated  April  6,  1994,   incorporated  herein  by
            reference  to  Exhibit  20  to  Form  S-8,   filed  April  8,  1994,
            Commission file No. 014361.

Exhibit     20.2 Form of Proxy for  Special  Meeting  to be held July 21,  1994,
            incorporated  herein by  reference  to Exhibit  20.2 to Schedule 14A
            filed May 20, 1994, Commission file No. 014361.

Exhibit     21 Subsidiaries of the Company.

Exhibit     23.7 Consent of Hausser + Taylor incorporated herein by reference to
            Exhibit 23.7 to Form S-8, filed March 24, 1995,  Commission file No.
            014361.

Exhibit     23.8 Consent of Hausser + Taylor incorporated herein by reference to
            Exhibit 23.8 to Form S-8, filed June 12, 1995,  Commission  file No.
            014361.

Exhibit     23.9 Consent of Hausser + Taylor incorporated herein by reference to
            Exhibit 23.9 to Form S-8, filed  September 8, 1995,  Commission file
            No. 014361.
<PAGE>

Exhibit     23.10 Consent of Hausser + Taylor  incorporated  herein by reference
            to Exhibit  23.10 to Form S-8,  filed  January 26, 1996,  Commission
            file No. 014361.

Exhibit     23.11 Consent of Hausser + Taylor  incorporated  herein by reference
            to Exhibit 23.11 to Form S-8, filed March 20, 1996,  Commission file
            No. 014361.

Exhibit     23.12 Consent of Hausser + Taylor  incorporated  herein by reference
            to Exhibit 23.12 to Form S-8,  filed May 17, 1996,  Commission  file
            No. 014361.

Exhibit     99 Board of Directors  resolutions  for reverse  stock split,  dated
            April 21,  1994,  incorporated  herein by reference to Exhibit 99 to
            Schedule 14A filed May 20, 1994, Commission file No. 014361.

Exhibit     99.3 Consulting  Agreement  with Firestar  Holdings,  Ltd. dated May
            2, 1995 incorporated  herein by  reference  to Exhibit  99.3 to Form
            S-8, filed June 12, 1995, Commission file No. 014361.

Exhibit     99.4 Option  Agreement  with Firestar  Holdings,  Ltd.  dated May 2,
            1995 incorporated  herein by  reference to Exhibit 99.4 to Form S-8,
            filed June 12, 1995, Commission file No. 014361.

Exhibit     99.5 Consulting  Agreement  with  Toukan,  Haring & Co. dated May 2,
            1995 incorporated  herein by  reference to Exhibit 99.5 to Form S-8,
            filed June 12, 1995, Commission file No. 014361.

Exhibit     99.6 Option  Agreement  with Toukan,  Haring & Co. dated May 2, 1995
            incorporated herein by reference to Exhibit 99.6 to Form S-8,  filed
            June 12, 1995, Commission file No. 014361.

Exhibit     99.7 Consulting   Agreement  with  Firestar  Holdings,   Ltd.  dated
            September 6, 1995  incorporated  herein by reference to Exhibit 99.7
            to Form S-8, filed September 8, 1995, Commission file No. 014361.

Exhibit     99.8 Option Agreement with Firestar  Holdings,  Ltd. dated September
            6, 1995 incorporated  herein by  reference  to Exhibit  99.8 to Form
            S-8, filed September 8, 1995, Commission file No. 014361.

Exhibit     99.9  Consulting  Agreement  with  Wolfe  Axelrod  Associates  dated
            January 1, 1994, incorporated herein by reference to Exhibit 99.9 to
            Form S-8 filed January 26, 1996, Commission file No. 014361.

Exhibit     99.10  Consulting  Agreement  with James A. Haring dated January 24,
            1996,  incorporated herein by reference to Exhibit 99.10 to Form S-8
            filed January 24, 1996, Commission file No. 014361.

Exhibit     99.11 Option  Agreement with James A. Haring dated January 24, 1996,
            incorporated  herein by reference to Exhibit 99.11 to Form S-8 filed
            January 24, 1996, Commission file No. 014361.

Exhibit     99.12 Radio Marketing Agreement with Corporate  Network,  Inc. dated
            March 13, 1996, incorporated  herein by  reference to Exhibit  99.12
            to Form S-8 filed March 20, 1996, Commission file No. 014361.

Exhibit     99.13 Stock Subscription  Agreement  with  Corporate  Network,  Inc.
            dated March 18, 1996,  incorporated  herein by  reference to Exhibit
            99.13 to Form S-8 filed March 20, 1996, Commission file No. 014361.

Exhibit     99.14 Services  Agreement with Charles A. Koenig dated May 16, 1996,
            incorporated  herein by reference to Exhibit 99.14 to Form S-8 filed
            May 17, 1996, Commission file No. 014361.

Exhibit     99.15  Option  Agreement  with Charles A. Koenig dated May 16, 1996,
            incorporated  herein by reference to Exhibit 99.15 to Form S-8 filed
            May 17, 1996, Commission file No. 014361.

<PAGE>

Exhibit 21.   Subsidiaries of the Company



            R. A. Logistics, Inc. (a wholly-owned subsidiary of the Company)
            B. Airways Air Cargo, Inc. (a wholly-owned subsidiary of R. A.
            Logistics, Inc.)
            B. Airways, Inc. (a wholly-owned subsidiary of R. A. Logistics,
            Inc.)