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

                                    FORM 10-K

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

   For the fiscal year ended April 30, 1997      Commission file number  0-14361


                           TROPIC COMMUNICATIONS, INC.
               (Exact Name of Company as Specified in Its Charter)


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

3021 Bethel Road, Suite 208, Columbus, Ohio                   43220
(Address of principal executive offices)                   (Zip Code)

        Company's telephone number, including area code: (614) 538-0660

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

                               Title of Each Class

                          Common Stock, par value $0.15

            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 $2,450,800 as of August 29, 1997.

       The  Company  had  3,709,166  shares  of $0.15  par  value  common  stock
outstanding as of August 29, 1997.

                      Documents Incorporated by Reference:

                     1997 Notice of Annual Meeting, Part III



<PAGE>

<TABLE>
<CAPTION>

                           TROPIC COMMUNICATIONS, INC.
                          1997 Form 10-K Annual Report

                                TABLE OF CONTENTS
<S>               <C>                                                  <C>

                                                                       Page
    Part I

         Item 1.   Business                                              3

         Item 2.   Properties                                            4

         Item 3.   Legal Proceedings                                     4

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

    Part II

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

         Item 6.   Selected Financial Data                               6

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

         Item 8.   Financial Statements and Supplementary Data          12

         Item 9.   Changes in and Disagreements with Accountants on
                      Accounting and Financial Disclosure               37

    Part III

         Item 10.  Directors and Executive Officers of the Company      37

         Item 11.  Executive Compensation                               37

         Item 12.  Security Ownership of Certain Beneficial
                     Owners and Management                              37

         Item 13.  Certain Relationships and Related Transactions       37

    Part IV

         Item 14.  Exhibits, Financial Statements, Schedules and 
                     Reports on Form 8-K                                38

                   Signatures                                           46

                   Index to Exhibits                                    47
</TABLE>


<PAGE>


                                     PART I

Item 1.  Business

     Tropic  Communications,  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."  Historically,  the Company's  business
has been derived from two segments, equipment leasing and radio broadcasting.

     The Company was involved in the equipment leasing business since inception.
Within the past few years the Company's  equipment leasing  activities have been
limited to managing the payout of its leased equipment portfolio,  the net value
of which had been fully  realized  as of April 30,  1996 (see "Note 4 - Notes to
the Consolidated  Financial  Statements").  

     The  Company  operates  WLTT-FM,  which is a 25,000  watt FM radio  station
located in  Shallotte,  North  Carolina.  During the prior  fiscal  year,  the
programming  of WLTT was modified from  satellite  only  programming  to limited
satellite  programming with live drive time  programming  placing an emphasis on
station  involvement in local community  activities.  The station serves an area
including Myrtle Beach,  South Carolina north to Wilmington,  North Carolina and
the  intervening  coastal  communities.  The  Company  has no plans  to  acquire
additional radio stations.

     WLTT-FM,  licensed to Partech  Communications  Group,  Inc.,  is subject to
regulation and licensing by the FCC. Radio station licenses are issued for terms
of up to seven  years  and are  renewable  for  successive  terms of up to seven
years. While in the vast majority of cases, radio licenses are routinely renewed
by the FCC,  there  can be no  assurance  that  the  station's  license  will be
renewed. Failure to obtain the renewal of the station's broadcast licenses would
have a material adverse effect on the station's business and operations. WLTT-FM
was granted renewal of its broadcasting  license on November 30, 1995 for a term
expiring on December 1, 2002.

     Over the past two fiscal years the Company acted as a consultant to several
unaffiliated businesses from which it earned limited compensation.

         Acquisition of R.A. Logistics, Inc.

     On September 18, 1997,  the Company issued  26,400,000  shares of its $0.15
par  value  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 newly  formed  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  ("BAACI"  and "BAI",
respectively).  The  consolidated  net  assets of RALI as of the date of closing
were  approximately  $279,500,  unaudited.  BAACI is a newly formed  corporation
organized to operate as an air freight  consolidator by Messrs.  Angel Munoz and
Ronald Vimo. BAACI provides air cargo  consolidation  services  operating from a
shared warehouse  facility  located at the Miami  International  Airport.  BAACI
consolidates  air cargo for shipment via a Boeing  747-200 via  approximately  4
round trips weekly  between  Miami  International  Airport and Central and South
America.  The BAACI  aircraft is provided at a rate of $4,750 per operating hour
plus fuel.  Operating  since September 2, 1997,  BAACI had booked  approximately
$1,708,700 in gross revenue  through  September 30, 1997. BAI is a non-operating
company having an application pending with the U.S. Department of Transportation
and the Federal Aviation

<PAGE>


Authority  for operation as a Part 135 all cargo air carrier.  In addition,  BAI
has a $10,000 deposit for purchase of a DC-3 aircraft which BAI anticipates will
be operated within the Caribbean Basin.

     The Company  anticipates that it will devote its future efforts exclusively
to the  development and expansion of the air freight  consolidation  business of
RALI, that it will manage through to termination its remaining  leased equipment
assets and liabilities (approximating $198,700 as of April 30, 1997) and dispose
of its  administrative,  consulting  and radio station  businesses.  Further see
Footnote 1, Notes to the Consolidated Financial Statements.

     Employees

     The Company had a total of nine (9) employees as of August 31, 1997,  none 
of whom were  represented by a labor union.

Item 2.  Properties

     The Company owns no real  property and leases 2,100 square feet of suburban
office space located at 3021 Bethel Road, Suite 208, Columbus, Ohio, 43220 under
a one (1) year  lease  which  expires  on  January  31,  1998 and  leases an off
premises  storage area on a month to month basis.  The Company  leases its radio
broadcasting  equipment  from a trust of which an  officer  of the  Company is a
co-trustee.  The Company also leases  1,200 square feet of office and  broadcast
studio space located at 4710 Main Street, Shallotte, North Carolina.

Item 3.  Legal Proceedings

             The Company is a party to three  legal  proceedings  two of which
involve  substantive  claims  and  counter-claims.  The two  substantive  claims
involve:   (1)  certain  bridge  note  lenders  including   Generation   Capital
Associates,   TGR  Ventures,  Inc.,  RSH  Partners,  Howard  Commander,   Norman
Colavincenzo, Peter Prescott, Jules and Amos 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")  and (2)  Jennings  Communciations,  Inc. the
seller and subordinated  lender of WLTT-FM (the "Jennings  Litigation").  In the
opinion of management,  none of these  proceedings  if  unfavorably  decided
would have a materially adverse effect on the financial condition of the Company
(see "Note 16 - Notes to the Consolidated Financial Statements").

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

     There were no matters  submitted to a vote of security  holders  during the
fourth quarter of fiscal 1997.


<PAGE>


                                     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 traded on the The Nasdaq Small-Cap Market under
the symbol  TRPC until  October 2, 1995 when The Nasdaq  Listings  Qualification
Committee denied the Company's  request for an exception to the requirements for
continued  inclusion on The Nasdaq Small-Cap Market.  The Company's common stock
was also traded on The Boston Stock  Exchange under the symbol TRO until October
2, 1995.

     Effective  March 4, 1996, the Company's  common stock was quoted on the OTC
Bulletin Board under the symbol TRPC.

     The number of stockholders of record of common stock on August 31, 1997 was
approximately 2,200.
<TABLE>
<CAPTION>


                     Fiscal Year Ended  April 30, 1997

                    Fourth    Third     Second    First
                    Quarter   Quarter   Quarter   Quarter
<S>                 <C>       <C>       <C>       <C>

      High trade    $ 0.91    $ 0.66    $ 0.69    $ 1.38
      Low Trade     $ 0.81    $ 0.53    $ 0.59    $ 0.91
                                        
</TABLE>

<TABLE>
<CAPTION>
                     Fiscal Year Ended April 30, 1996

                    Fourth    Third     Second    First
                    Quarter   Quarter   Quarter   Quarter
<S>                 <C>       <C>       <C>       <C>

      High trade    $ 1.88    $ 1.13    $ 1.69    $ 1.94
      Low Trade     $ 0.88    $ 0.56    $ 0.75    $ 0.81
                                      
</TABLE>



     Reverse Stock Split and Change in Fiscal Year End.

     On September 19, 1997, through an action by a majority of the shareholder's
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);  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
shareholder's  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.




<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 April 30, 1997 and for all years presented hereunder
have been  audited  by  Hausser + Taylor,  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>

                                  For the Fiscal Years Ended April 30,
                        --------------------------------------------------------
                          1997       1996       1995        1994       1993
                          ----       ----       ----        ----       ----
<S>                   <C>        <C>        <C>         <C>         <C>

Operating Revenues    $1,195,769 $4,832,714 $13,616,622 $30,485,138 $49,660,478

Income (Loss) Before 
  Income Taxes, Extra
  ordinary Items and 
  Cumulative Effect 
  of Change in Account-
  ing Principal       (2,132,200)(1,311,594) (1,842,616) (2,639,593) (1,519,715)

Income Tax Expense
  (benefit)                    -          -     (75,000)          -     180,000

Income (Loss) Before
  Extraordinary Items 
  and Cumulative
  Effect of Changes 
  in Accounting 
  Principal           (2,132,200)(1,311,594) (1,767,616) (2,639,593) (1,699,715)

Cumulative Effect
  of Changein
  Accounting Prin-
  cipal (1)                    -          -            -          -     180,000

Net Income (Loss)     (2,132,200)(1,311,594) (1,767,616) (2,639,593) (1,519,715)

Primary Weighted 
  Average ofCommon 
  Shares Issued and
  Outstanding (1)(2)   3,627,241  2,633,712   1,876,602   1,695,563   2,316,971

Primary Net Income
  (Loss)Per Share 
  Before Extra-
  ordinary Items 
  and Cumulative
  Effect of Change 
  in Accounting 
  Principal (1)       $    (0.59)$    (0.50)$     (0.94)$     (1.56)$     (0.73)
                            
Primary Cumulative
  Effect of Change
  in Accounting
  Principal Per 
   Share              $       - $        - $         - $         - $      0.08
                                              
Primary Net Income 
  (Loss) Per
  Share (2)          $   (0.59)$     (0.50)$     (0.94)$     (1.56)$     (0.65)
                            
Total Assets         $ 769,743 $17,349,095 $49,299,089 $93,420,160 $145,167,762
                                    
Total Debt          $1,584,215 $16,434,037 $47,865,907 $90,443,733 $142,074,515

Shareholders' 
  Equity
  (Deficit)         $ (814,472)$   915,056 $ 1,433,182 $ 2,976,427 $  3,093,247
                                                     
Common Stock 
  Issued and
  Outstanding(2)(3)  3,709,166   3,252,166   2,047,045   1,859,902    1,020,808

Book Vaue Per
  Share (3)         $    (0.22)$      0.28 $      0.70 $      1.60  $      3.03
                                     
</TABLE>

<PAGE>


Item 6.  Selected Financial Data (Continued)

 (1) The Financial  Accounting  Standards Board released  Statement of Financial
Accounting  Standards  No. 109,  Accounting  for Income  Taxes  ("SFAS  109") in
February,  1992.  The  Company  adopted  SFAS 109,  effective  May 1, 1992,  and
accounted  for its  adoption  as a  cumulative  effect of  change in  accounting
principle.  Prior  periods  were not  restated.  The  cumulative  effect  of the
adoption  was  $180,000  net of a valuation  allowance  of  $180,000,  which was
reported in the fiscal 1993's statements of consolidated operations.

(2)  All earnings per share and stock  related  information  have been  restated
for the 1 to 3 reverse  stock split which were effected and July 22, 1994.

(3)  This includes 133,333 shares which are issuable at April 30, 1993, respect-
ively.

(4) This is computed based upon common stock issued and outstanding (see 2).

(5)  See "Consolidated Financial Statements" and "Notes to the Consolidated Fin-
ancial Statements."

(6) 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 Company receives revenues from its existing  equipment lease portfolio,
the operation of its radio station and, to a limited extent, from its consulting
activities.  Leased  equipment  income and interest income are a function of the
amount of equipment in the Company's  equipment  lease  portfolio which has been
declining from year to year based upon the volume of portfolio  acquisitions and
dispositions. (See "Description of Business").

     During the current fiscal year, the Company owned and operated  WLTT-FM,  a
25,000 watt FM radio  station  located in Shallotte,  North  Carolina and during
fiscal 1996 the Company also operated  WMOG-AM and FM, two small radio  stations
located in Brunswick and St. Simons Island,  Georgia. The Company terminated its
operation of WMOG-AM and FM in July, 1995, (see "Description of Business").

     The  Company  has  recorded  in  the   accompanying   income  statement  as
commissions,  fees and other  income  $334,496 of net  broadcasting  advertising
revenue (after agency  commissions),  which includes  recognition of $180,920 of
barter  transaction  revenue and has recognized  $166,903 of barter  transaction
expense included in marketing, administrative and other operating expenses. Cash
sales  from  radio  station   operations   for  the  current   fiscal  year  was
approximately $153,600.




<PAGE>


       The following  tables indicate the comparative  results of operations for
the fiscal  years ended  April 30,  1997,  1996 and 1995 as to each  immediately
preceding year.
<TABLE>
<CAPTION>

================================================================================
 Fiscal Year Ended April 30, 1997 Compared to Fiscal Year Ended April 30, 1996

                      Fiscal Year Ended April 30,          Amount of Change

                        1997          1996             Dollars       Percentage
<S>                   <C>            <C>               <C>             <C>    
Rental income         $          -   $ 1,323,622       $( 1,323,622)    (100.0%)                                               
Commissions, fees
 and other income     $    369,123   $   544,793       $(   175,670)     (32.2%)
Interest income       $    826,646   $ 2,964,299       $( 2,137,653)     (72.1%)
                                                                                                    
Marketing, admin-
  istrative and 
  other operating
  expenses            $    566,073   $ 1,346,995       $(   780,922)     (58.0%)
Advisory Services     $     79,575   $         -       $     79,575      100.0%
Interest expense      $    963,386   $ 3,148,798       $( 2,185,412)     (69.4%)
Loss on residual 
  values              $      1,967   $    74,621       $    (72,654)     (97.4%)
Depreciation and
  amortization of
  equipment           $     46,750   $ 1,343,383       $( 1,296,633)     (96.5%)                                     
Amortization of 
  cost in excess
  of net assets
  acquired, other 
  intangibles 
  assets              $     230,511  $   230,511       $(         -)     (00.0%)
                                                                                   
Impairment valu-
  ation write-
  downs:
  Cost in excess 
   of net assets 
   acquired           $   1,397,180  $          -      $  1,397,180     100.00%
  Investment in                                                                                               
   real estate 
   partnerships       $     42,527   $          -      $     42,527     100.00%
                                              
Loss before income
  taxes               $( 2,132,200)  $( 1,311,594)     $(   820,606)     (62.5%)
                                                                                                    
Net loss              $( 2,132,200)  $( 1,311,594)     $(   820,606)     (62.5%)
                                                                                                   

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

     As shown in these tables, the reductions in rental income,  interest income
and depreciation  and  amortization  are the result of a substantial  reduction,
through  normally  scheduled  payout,  in the number of leases in the  Company's
lease  portfolio  compared  with the number of leases  operative  in each of the
comparative  prior years. The Company has not undertaken any new equipment lease
portfolio  acquisitions  in fiscal  1997 and 1996 and,  therefore,  reported  no
leasing fee income for those years.

     The fluctuations in commissions,  fees and other income are attributable to
changes in the radio broadcast  segment in the years shown. The decrease in 1996
as compared to 1995 is the result of operating  two radio  stations in Brunswick
and St. Simon Island, Georgia under a Time Brokerage Agreement for the full term
of fiscal  1995.  Effective  July 31, 1995,  the Time  Brokerage  Agreement  was
terminated which accounts for the decline in fiscal 1997 as compared to 1996.

     Marketing,  administrative and other operating expenses in 1997 as compared
to 1996 were  lower by  $537,176  as a result of the  reduction  of the  accrued
liabilty under an employment  contract (see Note 12 - Notes to the  Consolidated
Financial  Statements) and $212,500 related to the terminated  Georgia broadcast
operations in the first fiscal quarter of 1996. These expenses were down in 1996
as compared to 1995 by $628,735  due to the  termination  of the Time  Brokerage
Agreement for operation of the Georgia radio stations, the write-off of $236,615
in  deposits  and  deferred  costs  related  to  termination  of  radio  station
acquisition   agreements  and  the  continued  effort  to  reduce  or  eliminate
administrative and operating costs.

<PAGE>


Officer  compensation in 1996 was reinstated after having been suspended in 1995
which resulted in a increase in marketing, administrative and operating expenses
in 1996 of $279,204 over that reported in 1995.

     The loss from  operations  includes  a loss  from  write  down of  residual
estimates of $74,621 in 1996 related principally to equipment subject to release
or sale which was comprised mostly of IBM and DEC equipment.  Realization of the
recorded  equipment  values has become  difficult  due to an over supply of used
computer equipment which has reduced such equipment's  current and future market
value.  Additionally,  the  decreased  demand  for new  computer  equipment  has
resulted in increased  competition in the used equipment  market.  The resulting
affect of the oversupply, decreased demand and increased competition has been to
reduce the amount of current and  predicted  monies to be realized from residual
proceeds (see "Note 3 - Notes to the Consolidated Financial Statements").
<TABLE>
<CAPTION>

================================================================================
 Fiscal Year Ended April 30, 1996 Compared to Fiscal Year Ended April 30, 1995

                      Fiscal Year Ended April 30,          Amount of Change

                        1996          1995             Dollars       Percentage
<S>                   <C>            <C>               <C>             <C>    
Rental income         $ 1,323,622    $ 7,253,573       $( 5,929,951)     (81.8%)                                              
Commissions, fees
 and other income     $    544,793   $ 1,072,690       $(   527,897)     (49.2%)
Interest income       $  2,964,299   $ 5,290,359       $( 2,326,060)     (44.0%)
                                                                                                    
Marketing, admin-
  istrative and 
  other operating
  expenses            $  1,346,995   $ 2,002,850       $(   655,855)     (32.7%)
Advisory Services     $          -   $   182,500       $(   182,500)    (100.0%)
Interest expense      $  3,148,798   $ 5,297,212       $( 2,148,415)     (40.6%)
Loss on residual 
  values              $     74,621   $         -       $(    74,621)    (100.0%)
Write-off costs
  related to 
  abandoned
  broadcast
  acquisitions        $          -   $   236,615       $(   236,615)    (100.0%)
Depreciation and
  amortization of
  equipment           $  1,343,383   $ 7,419,195       $( 6,075,812)     (81.9%)                                    
Amortization of 
  cost in excess
  of net assets
  acquired, other 
  intangibles 
  assets              $     230,511  $   320,866       $(    90,355)     (28.2%)
                                                                                                                                 
Loss before income
  taxes               $( 1,311,594)  $( 1,842,616)     $(   531,022)     (28.8%)
                                                                                                    
Net loss              $( 1,311,594)  $( 1,767,616)     $(   456,022)     (25.8%)
                                                                                                   

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

     Liquidity and Capital Resources

     During the current period,  the Company incurred a loss of $2,132,200 which
includes  $1,741,951 of current  period noncash  charges and expenses.  The cash
portion  of this loss of  $390,249  was funded  from  operations,  increases  in
accounts payable, short term borrowings and the sale of equity securities.

     During the current fiscal year, the Company received  $214,261 in cash from
commissions, fees and other receipts,  representing $211,228 from current period
activities and realized $3,033 from leased equipment residuals, all of which are
included in commissions, fees and other receipts. Marketing,  administrative and
other operating  payments were $668,882 for fiscal 1997 compared to $646,339 for
the previous year.



<PAGE>


     Current working  capital assets,  which are composed of cash and short-term
(one year or less)  receivables,  decreased  from  $102,623 at April 30, 1996 to
$74,066  at April 30,  1997.  Short-term  (one year or less)  debt and  accounts
payable  decreased from  $1,395,189 at April 30, 1996 to $1,378,569 at April 30,
1997 for a net  decrease  in working  capital of  $11,937.  As of April 30, 1997
there was a working capital deficit of $1,304,503.  The Company's trade payables
at April 30, 1997 were $200,587 compared to $232,005 at April 30, 1996.  Accrued
officer's compensation and interest payable decreased from $342,943 at April 30,
1996 to $147,240 at April 30, 1997.

      Events  occurring  subsequent to April 30, 1997 include the acquisition of
R.A.  Logistics,  Inc.,  (see  Note  1 -  Notes  to the  Consolidated  Financial
Statements)  and the completion of agreements for repayment or provision for the
liquidation of most of the Company's  current  obligations.  Future liquidity is
anticipated  to be funded  from the  operations  of the  Company's  air  freight
consolidation  business.  From  September  2,  through  September  30,  1997 the
operation  generated  approximately  $1,700,000 in gross  operating  revenue and
netted   approximately   $130,000  of  pre-tax  operating  income.  The  Company
anticipates  that it will require  additional  financing and additional  capital
resources to fund the growth and expansion of this business which will be pro-
vided from revenues,  bank and other forms of short term borrowings  which may 
include account  receivable  factoring or other forms of secured debt financing 
or the sale of equity and/or debt securities from time to time.

     RALI acquired B. Airways,  Inc. which it intends to qualify as an all cargo
air carrier  pursuant  to the  applicable  federal  laws and  regulations.  Upon
qualification,  this company will require  additional capital resources in order
to acquire operating aircraft, parts and equipment and to fund the pre-operating
costs of adding  operating  aircraft  including but not limited to the costs and
expenses  associated  with  air  crew  training  and  qualification,  insurance,
aircraft  inspections  and other  costs.  Theses costs are  substantial  and the
Company  anticipates that it will require additional capital resources which may
be provided from secured debt  financing and from the sale of equity and/or debt
securities  from time to time. The Company has no present  commitments  for such
financing and there is no assurance that  financing will become  available or if
available will be available to the Company on reasonably acceptable terms.

<PAGE>


Item 8.  Financial Statements and Supplemental Data

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. and  subsidiaries  as of April 30, 1997 and 1996,  and the
related statements of consolidated  operations,  shareholders'  equity, and cash
flows for the years  ended  April 30,  1997,  1996 and 1995,  and the  financial
statement  schedule of this Form 10-K. These financial  statements and schedules
are the  responsibility of the Company's  management.  Our  responsibility is to
express an opinion on these  financial  statements  and  schedules  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  schedules  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.  and  subsidiaries  as of April 30,  1997 and 1996 and the
results of their  consolidated  operations and their  consolidated cash flow for
the years ended April 30, 1997,  1996 and 1995,  in  conformity  with  generally
accepted accounting  principles.  In addition, the financial statement schedules
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

Columbus, Ohio
October 2, 1997








<PAGE>

<TABLE>
<CAPTION>

                  TROPIC COMMUNICATIONS, INC. AND SUBSIDIARIES

                         Consolidated Balance Sheets



                                                              April 30,
                                                        ------------------------
                                                           1997        1996
<S>                                                    <C>         <C>

Assets:
Cash                                                         2,068 $     14,021
Deposits and accounts receivable (net of
  allowancefor doubtful accounts of $2,500
  and $5,800, respectively)                                 25,396       46,300  
Residual notes receivable                                        -        5,000
Equipment notes and accrued interest receivable            198,700   14,937,756
Leased property under capital lease, at
  cost (net of accumulated amortization of
  $3,567,799 and $99,288,753, respectively)                270,915            -
Property and equipment, at cost (net of
  accumulated depreciation of $363,686 and 
  $513,934, respectively)                                   65,859      393,002
Cost in excess of net assets acquired (net of
  accumulated amortization of $50,552 and 
  $1,488,138, respectively)                                141,955    1,757,246
   respectively)
Investment in unconsolidated affiliates                        903          500
Investment in partnerships                                       -       42,527
Broadcast rights                                            46,449       93,471
Other assets                                                17,498       59,270
                                                      ------------ ------------
      Total Assets                                    $    769,743 $ 17,349,093
                                                      ============ ============

Liabilities:
Accounts payable and accrued expenses                 $    281,821 $    282,025
Note and accrued interest payable - 
  related party                                            315,440      263,845
Notes and accrued interest payable                         592,799      511,685
Broadcast rights                                            46,449       93,471
Capital lease obligations and accrued
   interest payable                                        198,700   14,938,702
Accrued officer compensation and
   interest payable                                        147,240      342,943
Unearned income                                              1,766        1,366
                                                      ------------ ------------
      Total Liabilities                                  1,584,215   16,434,037
                                                      ------------ ------------

Shareholders' Equity (Deficit):
Preferred stock, $0.01 par value, 
  1,000,000 shares authorized, none 
  issued and outstanding                                         -            -
Common stoc0k, $0.15 par value,
  50,000,000 shares authorized, 
  3,711,566 and 3,254,566 shares  
  issued, respectively)                                    556,735      488,185
Paid in capital                                          9,007,109    8,672,987
Retained deficit                                       (10,366,728)  (8,234,528)
                                                      ------------ ------------
                                                          (802,884)     926,644
      Treasury stock, at cost, 2,400 shares                (11,588)     (11,588)
                                                      ------------ ------------
      Total Shareholders' Equity (Deficit)                (814,472)     915,056
                                                      ------------ ------------
      Total Liabilities and Shareholders'     
        Equity (Deficit                               $    769,743 $ 17,349,093
                                                      ============ ============

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

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                 TROPIC COMMUNICATIONS, INC. AND SUBSIDIARIES

                    Statements of Consolidated Operations


                                               Fiscal Years Ended April 30,
                                            ------------------------------------
                                               1997        1996        1995
<S>                                        <C>          <C>         <C>

Revenues:

Rental income                               $         - $ 1,323,622 $ 7,253,753
Commissions, fees, advertising
   and other income                             369,123     544,793   1,072,690
Interest income                                 826,646   2,964,299   5,290,359
                                            ----------- ----------- -----------
      Total Revenues                          1,195,769   4,832,714  13,616,622
                                            ----------- ----------- -----------

Cost and Expenses:
Marketing, administration and other             566,073   1,346,995   2,002,850
operating expenses
Advisory services                                79,575           -     182,500
Interest expense - related party                 52,749      42,683      18,145
Interest expense                                910,637   3,106,115   5,279,067
Loss on residual values                           1,967      74,621           -
Write-off escrow deposits, investment
  and deferred expenses for abandoned
  broadcas acquisitions                               -           -     236,615  
Depreciation and amortization of equipment       46,750   1,343,383   7,419,195
Amortization of cost in excess of net
  assets acquired and other intangible
  assets                                        230,511     230,511     228,383
Impairment valuation write-downs of cost
  in excess of net assets acquired            1,397,180           -      92,483
Write-off investment in real estate              
  partnerships                                   42,527           -           -
                                            ----------- ----------- -----------
      Total Costs and Expenses                3,327,969   6,144,308  15,459,238
                                            ----------- ----------- -----------

Income (Loss) Before Income Taxes            (2,132,200) (1,311,594) (1,842,616)

      Income tax benefit                              -           -     (75,000)
                                            ----------- ----------- -----------
Net Loss                                    $(2,132,200)$(1,311,594)$(1,767,616)
                                            =========== =========== ===========
Primary Net Loss Per Share                  $   $(0.59) $     (0.50)$     (0.94)
                                            ==========  =========== ===========
Fully Diluted Net Loss Per Share            $    (0.59) $     (0.50)$     (0.94)
                                            ==========  =========== ===========
Average Number of  Common and
   Common Equivalent Shares:
      Primary                                3,627,241    2,633,712   1,876,602
      Fully diluted                          3,627,241    2,633,712   1,876,602


</TABLE>







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


<PAGE>

<TABLE>
<CAPTION>

                 TROPIC COMMUNICATIONS, INC. AND SUBSIDIARIES

          Statements of Consolidated Stockholders' Equity (Deficit)

                                          Retained    Treasury  Total
                    Common    Paid in     Earnings    Stock,    Shareholders'
                    Stock     Capital     (Deficit)   at Cost   Equity (Deficit)
                    --------- ---------   ---------   --------  ----------------
<S>                 <C>       <C>         <C>          <C>        <C>

Balances as of
  April 30, 1994    $ 279,345 $7,863,988  $(5,155,318) $( 11,588) $   2,976,427
                                                       
Stock options exer-
 cised by directors,
 officers and 
 employees              3,000      3,250                                  6,250

Stock options exer-
  cised by others      25,072    214,928                                240,000

Other capital items              (21,879)                               (21,879)

Net loss                                   (1,767,616)               (1,767,616)
                    --------- ----------  -----------  --------   -------------
Balances as of
  April 30, 1995      307,417  8,060,287   (6,922,934)  (11,588)      1,433,182

Stock issued to 
 replace collat-
 eral shares
 surrendered by
 by officer to 
 secured prom-
 issory noteholders    68,075    204,661                                272,736

Stock options exer-
 cised by directors,
 officers and
 employees             34,850     32,337                                 67,187

Stock options exer-
 cised by others       78,084    375,461                                453,545

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

Net 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 exer-
 cised by others       51,000    289,000                                340,000

Stock issued           14,550     45,122                                 59,672

Net loss                                   (2,132,200)               (2,132,200)
                    --------- ----------  -----------  --------  --------------
Balances as of
  April 30, 1997   $  556,735 $9,007,109 $(10,366,718) $(11,$88)  $    (814,472)
                   ========== ========== ============  ========   =============
</TABLE>



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



<PAGE>

<TABLE>
<CAPTION>

                      TROPIC COMMUNICATIONS, INC. AND SUBSIDIARIES

                          Statements of Consolidated Cash Flows

                    Increase (Decrease) in Cash and Cash Equivalents


                                                  Fiscal Year Ended April 30,
                                               ---------------------------------
                                                  1997       1996       1995
<S>                                          <C>        <C>        <C>

Cash Flows From Operating Activities:
   Rental receipts                           $        - $    9,207 $      3,100
   Commissions, fees and other receipts         214,261    241,322      531,242
   Marketing, administrative and other
     operating payments                        (598,835)  (646,339)  (1,193,164)
   Interest receipts                                709        525        2,225
   Interest payments                             (6,384)   (42,768)     (19,519)
                                             ---------- ---------- ------------
     Net Cash Used For Operating
        Activities                             (390,249)  (438,053)    (676,116)
                                             ---------- ---------- ------------

Cash Flows From Investing Activities:
   Purchase of property and equipment           (13,111)    (2,524)     (14,600)
   Proceeds from sale of land, property
     and equipment                                    -          -       51,000
   Proceeds from sale of net investment
     in operating leases                              -          -       56,941
   Capitalized organization costs, 
     including cash payments associated 
     with the acquisition of radio 
     stations                                         -          -      (49,523)
   Escrow deposits for radio station
     acquisitions                                     -          -      (76,000)
   Investment in unconsolidated subsidiaries       (403)      (500)           -
                                             ---------- ---------- ------------
     Net Cash Used For Investing Activities     (13,514)    (3,024)     (32,182)
                                             ---------- ---------- ------------
Cash Flows From Financing Activities:
   Deferred stock, debt issuance and other
     financing costs                                  -          -      (21,879)
   Proceeds from issuance of stock              340,000    426,720       88,750
   Proceeds from other borrowings                50,000    102,500      460,000
   Principal payments under other borrowings    (21,500)   (81,000)           -
   Principal payments on broadcast
     acquisition debt                                 -     (2,725)     (14,451)
   Proceeds from officer loans                        -     11,500       31,177
   Principal payments under officer loans       (11,500)         -            -
   Proceeds from related party loans
     (non officer loans)                         39,682          -      140,000
   Principal payments under capital lease
     obligations and other financings            (4,872)    (6,077)      (7,463)
                                             ---------- ---------- ------------
     Net Cash Provided By Financing
        Activities                              391,810    450,918      676,134
                                             ---------- ---------- ------------
</TABLE>





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


<PAGE>

<TABLE>
<CAPTION>

                      TROPIC COMMUNICATIONS, INC. AND SUBSIDIARIES

                          Statements of Consolidated Cash Flows

               Increase (Decrease) in Cash and Cash Equivalents, continued


                                                  Fiscal Year Ended April 30,
                                               ---------------------------------
                                                  1997       1996       1995

<S>                                          <C>        <C>        <C>
Net Increase (Decrease) in Cash and
   Cash Equivalents                             (11,953)     9,841      (32,164)


Cash and Cash Equivalents at
   Beginning of Period                           14,021      4,180       36,344
                                             ---------- ---------- ------------
Cash and Cash Equivalents at
   End of Period                             $    2,068 $   14,021 $      4,180
                                             ========== ========== ============

</TABLE>




































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


<PAGE>


                 TROPIC COMMUNICATIONS, INC. AND SUBSIDIARIES

                  Notes to Consolidated Financial Statements


1. GOING CONCERN BASIS OF PRESENTATION AND CERTAIN SUBSEQUENT EVENTS
   (UNAUDITED AS TO EVENTS SUBSEQUENT TO APRIL 30, 1997)

   Certain  information  and footnote  disclosure  contained in these  financial
statements that are not historical facts 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 (R.A. Logistics, Inc. see below) at a profitable level in
order to continue as a going concern.  If the Company is not successful in these
efforts,  there is a substantial likelihood that it could not proceed as a going
concern.  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 continue as a going concern.

   On  September  18,  1997  the  Company  closed  on the  acquisition  of  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, 7, 11 and 12).

   Acquisition of R.A. Logistics, Inc.

   On September 18, 1997, the Company issued 26,400,000 shares of its restricted
$.15 par value 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").  RALI is a newly formed 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  ("BAACI" and
"BAI",  respectively).  The  consolidated  net  assets of RALI as of the date of
closing  were  approximately  $279,500,  unaudited.  BAACI  is  a  newly  formed
corporation organized to operate as an air freight consolidator by Messrs. Angel
Munoz and Ronald Vimo. BAACI provides air cargo consolidation services operating
from a shared  warehouse  facility located at the Miami  International  Airport.
BAACI consolidates air cargo for shipment via a Boeing 747-200 via approximately
4 round trips weekly between Miami  International  Airport and Central and South
America.  The BAACI  aircraft is provided at a rate of $4,750 per operating hour
plus fuel.  Operating  since September 2, 1997,  BAACI had booked  approximately
$1,708,700 in gross revenue  through  September 30, 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 air-
craft which BAI anticipates will be operated within the Caribbean Basin.

   The Company  anticipates that it will account for the acquisition  based upon
the historic  costs of the assets and  liabilities of both the Company and RALI.
The following unaudited financial forecast summarizes a Forecasted  Consolidated
Condensed Balance Sheet,  Statement of Operations and Earnings Per Share for the
year ending  September  18, 1998 (one year from the stock  exchange  date).  The
forecast is management's estimate of results and do not purport to be indicative
of what will occur in the future,  and actual  results may differ  substantially
from  these  estimates.



<PAGE>
<TABLE>
<CAPTION>


                       Forecasted Condensed Balance Sheet
                                   (Unaudited)
                               September 18, 1998
<S>                                                              <C>

Assets                                                           $    3,375,000
                                                                 ==============

Liabilities                                                      $    2,000,000
Shareholders' Equity                                                  1,375,000
                                                                 --------------

Total Liabilities and Shareholders'
     Equity                                                      $    3,375,000
                                                                 ==============
</TABLE>
<TABLE>
<CAPTION>


                 Forecasted Condensed Statement of Operations
                                   (Unaudited)
                               September 18, 1998
<S>                                                              <C>
Net Sales                                                        $   20,400,000
                                                                 ==============
Net Income                                                       $      600,000
                                                                 ==============
Net Income per Common Share:
     Primary                                                     $         0.02
                                                                 ==============
     Fully Diluted                                               $         0.02
                                                                 ==============
</TABLE>

   The forecast  assumes that the Company's  debt is retired  through either the
issuance of shares of the Company's equity  securities or disposition of assets.
Therefore,  continuing operations will be that of RALI's air cargo consolidation
and cargo air carrier services  business.  The forecast is limited in scope to a
projection  based  upon the  results  of current  operations  which  encompasses
service  being  limited  to the  use of the one  Boeing  747-200  aircraft.  The
forecast  does not include an  estimate  of the revenue or expense  which may be
earned or  incurred  as  additional  aircraft  and routes are added nor does the
forecast  include an estimate  for the revenue or expense  which may be incurred
from the start of business of B.  Airways,  Inc. as an  operating  all cargo air
carrier.

   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;  and (ii) to comport to the
non-U.S.  citizen ownership and management  requirements of the Federal aviation
laws.  This  amendment  has not been effected as of October 2, 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
shareholder's from last Thursday of October to the last Thursday of June of each
calendar year.

   As a result of the change in the par value of the Company's  common stock the
3,711,566  shares $.15 par value common stock issued and outstanding as of April
30, 1997 and the 26,400,000  shares issued pursuant to the RALI Acquisition will
be changed into 618,594 shares and 4,400,000 shares,  respectively,  of $.90 par
value common stock (a 1-for-6 reverse split).  This amendment will not require a
mandatory  surrender and exchange of certificates,  and certificates  evidencing
the  post-amendment  shares will remain as validly issued and outstanding shares
of the common stock of the Company. The post-amendment shares will have the same
character and bear the same restrictions (if any) as the  pre-amendment  shares.
New ninety  cent  ($.90) par value  shares  will be  issuable as a result of the
amendment and when issued in exchange for fifteen cent

<PAGE>


($.15) par value shares will be rounded down to the nearest whole share, thus no
fractional common shares will be issuable as a result of the amendment.

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 are
engaged in the acquisition,  financing,  ownership,  management and brokerage of
leases  of data  processing  and other  equipment.  The  consolidated  financial
statements  also include  Partech  Communications  Group,  Inc., a  wholly-owned
subsidiary and its wholly-owned  subsidiaries  which are engaged in managing one
FM radio station in the current fiscal year and two FM radio stations and one AM
radio station in 1996 and 1995. The Company uses the equity method of accounting
for its investments in real estate limited  partnerships  and equipment  leasing
limited  partnerships.   All  material   intercompany   transactions  have  been
eliminated.  Certain reclassifications of previous year amounts presented herein
have been made in order to conform with current year presentations.

   Leasing  Activities.  The Company  generally  acquires leases of newly leased
equipment  solely  from  other  unaffiliated  leasing  companies  and  financial
institutions.  Generally,  the  Company  will  acquire  a  portfolio  of  leases
consisting  of  numerous  pieces  of  equipment  already  on  lease to a user (a
"Portfolio").  Financing for these  purchases is  accomplished by acquisition of
the property  subject to nonrecourse debt obtained by discounting the user lease
(the "Operating  Leases" and "Net Investment in Operating  Leases"  collectively
referred to  hereinafter  as "Operating  Leases")  with a financial  institution
("Discounted Lease Rentals and Accrued Interest Payable"), and cash. The Company
may invest its own cash ("Net  Investment  in Operating  Leases" and  "Residuals
Receivable"), but has principally financed such purchases through sale-leaseback
transactions  of the  equipment  with an investor  owner  ("Equipment  Notes and
Accrued Interest Receivable", "Leased Property Under Capital Lease" and "Capital
Lease Obligations and Accrued Interest Payable").

   The  Company  has  acted  as  both  lessor  and  Lessee  in  lease  equipment
transactions and accounts for its leases in accordance with Financial Accounting
Standards   Board   Statement   No.  13,  as  further   amended  by   subsequent
pronouncements,  which contains  guidelines for classifying  lease  transactions
where the Company is lessor as to (i) sales-type  leases,  (ii) direct financing
leases,  or (iii) operating  leases;  and, where the Company is lessee as to (i)
capital  leases  or  (ii)  operating  leases.  As  lessor,  the  Company  has no
sales-type  leases and has  accounted  for its direct  financing  and  operating
leases as  appropriate.  The Company's  accounting  methods and their  financial
reporting effects are described hereunder.

   Wrap  Leases - In a wrap  lease  transaction,  the  Company  either  acquires
equipment subject to an Operating Lease and recourse  financing,  and then sells
the  equipment  to a third  party and leases the  equipment  back from the third
party; or assumes an existing wrap lease from another leasing company,  together
with the third party note receivable,  Operating Lease and nonrecourse debt. For
financial  reporting  purposes,  the  Company  will  record,  at the time of the
transaction,  the note receivable from the third party, a capital lease equal to
the  present  value  of  the  wrap  lease  payments,  and  the  Operating  Lease
nonrecourse debt. The Company will recognize  interest income as the third party
note  receivable is paid,  amortization  and interest  expense as to the capital
lease,  rental income as to the  Operating  Lease and any  subsequent  Operating
Leases, and interest expense as to the nonrecourse debt.

   Barter  Transactions.  The Company  enters into barter  transactions  wherein
advertising  time is  exchanged  for goods  and/or  services  which are used for
promotional,  sales and other business  activities.  When the  advertising  time
exchanged  in the barter  transaction  is  transmitted  the  Company  recognizes
advertising revenue, when the goods or services are received or used the Company
recognizes expense,  unless the goods are to be resold, then the Company records
such  goods  as  inventory.  Advertising  revenue  for  barter  transactions  is
recognized  on the  basis of the fair  market  value  of the  goods or  services
received.  If  the  goods  or  services  are  received  or  used  prior  to  the
transmission  of the  advertising  the  Company  records a  liability  (unearned
broadcasting  revenue).  If the advertising is broadcast prior to the receipt of
the goods or services a receivable is recorded (barter transaction receivable).

   Broadcasting  Rights.  Broadcasting  rights  for music and other  programming
consist of  agreements  to broadcast a specific or  unlimited  amount of program
material  over a defined time period at a specific  fee. The Company  reports an
asset and a liability for the rights acquired and obligation incurred under such

<PAGE>


agreements when the broadcasting rights period begin, the total cost is known or
reasonably estimable,  the material to be broadcast is accepted and is available
for broadcasting.  Such assets and liability are recorded at the gross amount of
the  liability.  The asset is amortized over the time period of the agreement or
the expected number of broadcasts if this is a shorter period of time.

   Network Affiliation Agreements and Time Brokerage Agreements. The Company may
enter  into  agreements  whereby a third  party's  programming  and  advertising
material will be broadcast by the Company,  who is the FCC license  holder.  The
third party solicits  advertising  and receives fees for such  advertising,  the
Company receives fees for  broadcasting the material.  The Company records these
agreements  as an  intangible  asset  and  amortizes  them  over the life of the
agreement.   The  Company  also  enters  into  agreements  where  the  Company's
programming and  advertising  material will be broadcast by a third party who is
the license  holder.  In such cases the Company will record  revenue when earned
and expenses when incurred.

   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.  These assets include cost in excess of net assets acquired,
a broadcast  license and a noncompete  agreement.  These  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.

   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  external  costs  associated  with the
acquisition of a radio station or broadcasting  asset.  Upon finalization of the
acquisition  the Company will  capitalize  these amounts as the cost of an asset
purchased or as cost in excess of net assets  acquired.  If the  acquisition  is
terminated the Company will immediately expense the amounts.

   The  Company  also  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.

   Investment  in and  Advances to  Unconsolidated  Affiliates.  The Company may
enter into  acquisition  transactions  in which the Company was a proponent of a
plan of acquisition and financing  wherein the Company organized and capitalized
a  subsidiary  company  (an  "Unconsolidated  Affiliate")  for  the  purpose  of
purchasing an operating  company.  The Company reports the carrying value of its
interest in the common stock  retained in an  Unconsolidated  Affiliate at cost,
representing  its initial  capitalization  of the affiliate,  since its retained
interest  is  nominal  and is  further  diluted  by future  equity  transactions
contemplated at the time of acquisition.  The Company would recognize income for
its interest  upon payment of a dividend by the affiliate or a gain upon sale of
its interest in the affiliate. (see Note 20).

   Fees Received in Common  Stock.  The Company may enter into  transactions  in
which the Company provides consulting and administrative services. The Company's
compensation  for  these  services  may be paid in cash and in  shares  of the
common stock of the client company.  The Company reports income from the receipt
of such  shares at their  estimated fair  market value and reports the carrying
value of the shares at the lower of cost or market.



<PAGE>


   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 21).

   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. For long-term,  non-current notes payable ,
the Company believes the carrying value will  approximate  their fair value. The
fair  value of long  term,  non-current  notes  payable  are  based  on  current
borrowing rates available for similar financings.

   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
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.


3. RESIDUAL VALUES RECEIVABLE

   As of April 30, 1997,  the Company has fully  liquidated  and/or written down
its  equipment  residual  values.  Changes in the present value of the Company's
share of estimated residual values for the periods indicated are as follows:
<TABLE>
<CAPTION>


                                                   Year Ended April 30,
                                            ------------------------------------
                                               1997        1996        1995
<S>                                          <C>        <C>        <C>
Balance at beginning of year                 $    5,000 $   98,844 $    291,741
Net additions (reductions) to 
  residual values (1)                                 -      3,322       11,853
Collections                                      (3,033)   (22,545)    (204,750)
Provision for decline in net 
realizable value                                 (1,967)   (74,621)           -
                                             ---------- ---------- ------------

Balance at end of year                       $        - $    5,000 $     98,844
                                             ========== ========== ============
</TABLE>

(1) Net of amounts charged to unearned income.




<PAGE>


4. EQUIPMENT NOTES AND ACCRUED INTEREST RECEIVABLE

   Equipment  Notes  and  Accrued  Interest  Receivable  are due over  terms not
exceeding  nine years and bear  interest  at fixed  rates  ranging  from 8.8% to
12.35% per annum.  The notes are  collateralized  by a security  interest in the
leased  equipment  and lease  receivables  due from  users.  The notes have been
acquired by the Company as part of its Portfolio  acquisitions  (see Notes 2 and
5) and represent  long-term  installment  receivables from the purchasers of the
equipment,  undertaken at the time the equipment  purchase from the manufacturer
was originally financed. Principal and interest payments due the Company for the
fiscal years subsequent to April 30, 1997, amount to $199,461,  including future
interest income of $761.


5. LEASE PROPERTY UNDER CAPITAL LEASE

   On May 1, 1996 the Company entered into a sale/leaseback with a grantor trust
(the  "Trust"),  in  which  an  officer  of the  Company  is a  co-trustee.  The
sale/leaseback  was entered into pursuant to a foreclosure  action instituted by
the Trust and a subsidiary of the Company against Tropic of North Carolina, Inc.
("TNCI" a  subsidiary  of the  Company)  which was the owner and operator of the
Company's  FM radio  station.  The  sale/leaseback  included all of the tangible
personal  property of TNCI.  The term of the lease is for a period of nine years
at an annual rental of $1.00 until May 1, 2001 and $4,053 monthly thereafter. At
April 30,  1997,  the cost of the leased  property  under  capital  lease totals
$304,383 with a net value of $270,915. The Company recognized no gain or loss on
the  sale/leaseback  transaction  and has  accounted  for the lease as a capital
lease.  The  accompanying   financial  statements  have  recognized  $33,262  in
amortization expense related to equipment under capital lease.

     On May 1,  1997  the  Company  acquired  100%  of the  capital  stock  of a
corporation owning a 10.47%  interest in a leased paper  processing  plant.  The
purchase price of the interest was  $13,500,220  which was financed  pursuant to
the terms of a secured promissory note due on March 1, 2001 with interest at the
rate of 17.723% per annum.  In the first fiscal quarter ending July 31, 1997 the
Company recognized $50,000 of income and $606,037 of interest expense related to
this transaction. The Company expects to dispose of this interest as part of the
cessation of its equipment  leasing  business  pursuant to the RALI  Acquisition
undertaking.


6. PROPERTY AND EQUIPMENT

   The Company's property and equipment and accumulated depreciation, along with
assigned  depreciable  lives,  as of April 30, 1997 and 1996,  are summarized as
follows:
<TABLE>
<CAPTION>

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>




<PAGE>

<TABLE>
<CAPTION>

1996

                                            Accumulated   Net         Assigned
Asset Classification                Cost    Depreciation  Book Value  Life
                                ------------------------------------------------
<S>                           <C>           <C>           <C>         <C>
Furniture and office 
  equipment                   $    405,100  $(354,769)    $ 50,331    5-10 years
Broadcasting equipment             400,156   (141,946)     258,210    3-20 years
Automobiles                         23,079    (10,063)      13,016       3 years
Building and improvements           46,806     (6,516)      40,290      20 years
Land improvements                    5,687       (640)       5,047      20 years
Inventory                           26,108        N/A       26,108           N/A
                              ------------  ---------     --------

     Total                    $    906,936  $(513,934)    $393,002
                              ============  =========     ========
</TABLE>


7. COST IN EXCESS OF NET ASSETS ACQUIRED

   Cost in excess of net assets  acquired and  accumulated  amortization,  as of
April 30, 1997, are summarized as follows:
<TABLE>
<CAPTION>

                                            Accumulated   Net           Assigned
Asset Classification               Cost     Amortization  Book Value    Life
                                ------------------------------------------------
<S>                           <C>           <C>           <C>           <C>
Cost in excess of net 
  assets acquired             $    192,507  $ (50,552)    $141,955      10 years
                              ------------  ---------     --------

     Total                    $    192,507  $ (50,552)    $141,955
                              ============  ==========    ========
</TABLE>

   During the year ended April 30, 1995, the Company's review of "cost in excess
of net assets acquired" resulted in the identification of an amount related to a
discontinued  business  license  application  in the amount of  $92,483  (net of
accumulated  amortization  of $31,517) which amount was charged to the Statement
of Operations in fiscal 1995.  There were no adjustments for impairment to costs
in excess of net assets  acquired as a result of the  impairment  review  during
fiscal year ended April 30, 1996.

   Pursuant  to the RALI  Acquisition  (see Note 1) 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 will wind down and/or dispose of its other business activities. Pursuant
to the Company's  accounting policy regarding 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.


8.  RENTAL INCOME

     Substantially all Operating Leases were receivable in installments and were
assigned to various  lending  institutions  at fixed rates on a recourse  basis.
Discounted Lease Rental and Accrued Interest Payable represent the present value
of the Operating  Lease  payment  discounted at the interest rate charged by the
lending institution,  generally ranging from 11.00% to 12.00%.  Interest expense
over the term of the lease term  represents the  difference  between the rentals
paid to by the user/lessee and the discounted proceeds.  Minimum Operating Lease
payments under  noncancellable  leases and Discounted  Lease Rentals and Accrued
Interest Payable were fully amortized in the fiscal year ended April 30, 1996.



<PAGE>


     The  Company's  Operating  Leases were for initial  lease terms of 18 to 72
months and were net leases  wherein the lessee pays taxes,  licenses,  insurance
and provides for general  maintenance.  The total rental  income from  Operating
Leases during the fiscal years ended April 30, 1997,  1996 and 1995 was $ - 0 -,
$1,323,622 and $7,253,753, respectively.


9. OFFICE LEASE

     The Company  leases 2,100 square feet of suburban  office space under a one
(1) year full service lease,  expiring January 31, 1998 as well as storage space
for $83 per month,  on a month to month basis,  in Columbus,  Ohio. In addition,
the Company  entered  into a  thirty-six  (36) month lease for 1,200 square feet
office/studio  facility  for  monthly  rental of $900 in the first  year with 3%
increase  compounded in each of next two years, and two parcels of land on which
its broadcast  towers are located from a grantor trust (the  "Trust"),  in which
the  Company's  CEO is a  co-trustee,  on a month to month  basis for $1,500 per
month in  Shallotte,  North  Carolina.  The rental  payments  for the  Shallotte
office/studio facility has been guaranteed by the Trust.

   Rental  expense  reported in the Statement of  Operations  amount to $53,709,
$59,220,  and $54,443 for fiscal  years  ended  April 30,  1997,  1996 and 1995,
respectively.

   The following  table reflects  minimum  future rental  payments under the non
cancelable terms of the above referenced facility leases:
<TABLE>
<CAPTION>

             Years Ending                           Minimum Future                                        
               April 30,                            Rental Payments
<S>              <C>                                <C>
                 1998                               $    29,414
                 1999                                    11,235
                 2000                                     7,638
                 2001                                         0
                 2002                                         0
              Thereafter                                      0
                                                    -----------
   Total Minimum Future Rental Payments             $    48,288
                                                    ===========
</TABLE>


10.  BARTER TRANSACTIONS

     The  Company  has  recognized  $180,920,  $312,268  and  $635,001of  barter
transaction revenue which is included in commissions,  fees and other income and
$166,903,  310,393  and  $631,656  of barter  transaction  expense  included  in
marketing,  administrative and other operating expenses for the year ended April
30, 1997,  1996 and 1995,  respectively.  The amount of goods and services which
were received or used prior to the transmission of advertising was insignificant
as of the balance sheet date.




<PAGE>


11. NOTES AND ACCRUED INTEREST PAYABLE

   The Company's notes and accrued  interest  payable at April 30, 1997 and 1996
with their respective interest rates are as follows:
<TABLE>
<CAPTION>


                                                     Fiscal Year Ended April 30,
                                                     ---------------------------
                                                          1997         1996
<S>                                                    <C>          <C>

Secured promissory notes to third
  parties at 6% to 9/6/95, 15% there-
  after collateralized by stock of
  a subsidiary and 233,435 shares of
  the Company's common stock owned by
  an officer                                           $  344,314    $  303,418

Secured promissory notes to an officer
  and/or entities in which the officer
  has an interest or is affiliated,
  at 6% to 9/30/95, 15% thereafter
  collateralized by stock of a subsidiary
  and 233,435 shares of the Company's 
  common stock owned by an officer                        254,910       224,733
  
Unsecured demand promissory notes and
  accrued interest payable to related
  parties, other than officers, with 
  interest at 12% - 15%                                    60,530        26,756

Unsecured demand promissory note and
  accrued interest payable to an officer,
   with interest at 10%                                         -        12,356

Unsecured demand promissory notes and
  accruedinterest payable to third 
  parties, with interest at 10%                            51,168        21,500

Installment note payable to vendors,
  collateralized with the equipment 
  purchased, with interest at 8.6%                          6,946        10,872

Installment notes and accrued interest
  payable related to radio station
  acquisitions, with interest at 7%, 
  for all years                                           190,371       175,895
                                                       ----------    ----------
Total notes and accrued interes payable                $  908,239    $  775,530
                                                       ==========    ==========
</TABLE>
<TABLE>
<CAPTION>


Notes and accrued  interest  payable for the fiscal years ending  subsequent  to
April 30, 1997, are as follows:


                                                        Type of Debt
                                           ----------------------------------
Years Ending April 30,                     Corporate  Broadcasting  Total
<S>                                        <C>         <C>          <C>

     Accrued Interest                      $  127,872  $   25,398   $   153,270
     1998                                     567,780     184,520       752,300
     1999                                       2,669           -         2,669
                                           ----------  ----------   -----------

Total notes and accrued interest payable   $  698,321  $  209,918   $   908,239
                                           ==========  ==========   ===========
</TABLE>



<PAGE>


   Repayment of Notes.

   Subsequent to the date of closing on the RALI Acquisition the Company entered
into  various   agreements  for  the  repayment  of  various  of  the  Company's
obligations.  On September 19, 1997 the Company  entered into an agreement  with
CCJ  Consultants,  Inc.  ("CCJ"),  a related party,  for the  liquidation of the
Company's obligations to CCJ under its promissory note and warrants to CCJ dated
August 4,  1994 by the  transfer  to CCJ of all of the  issued  and  outstanding
capital stock of a  wholly-owned  subsidiary of the Company.  Also, on September
19,  1997  the  Company  entered  into an  agreement  with  Mr.  John E.  Rayl a
shareholder,  director and the  Treasurer of the Company (and also an officer of
CCJ) for the issuance of 900,000 shares of the Company's  fifteen cent par value
common stock in liquidation  of the Company's  obligations to Mr. Rayl under its
promissory  note to him dated  September 15, 1994. The Company also entered into
an agreement  with Firestar  Holdings,  Ltd for the partial  liquidation  of the
Company's obligations to Firestar by issuance of 190,000 shares of the Company's
fifteen cent par value  common  stock which was valued at $19,000.  On September
23, 1997, the Company entered into an agreement with Firestar Holdings,  Ltd. to
complete  the  liquidation  of the  Company's  obligations  by the  issuance  of
2,040,000 shares of the Company's fifteen cent par value common stock.

   During the  current  fiscal year the Trust  provided  $39,682 in loans to the
Company as working capital support for the operation of WLTT-FM. As of April 30,
1997 the Company is indebted  to the Trust in the  aggregate  amount of $60,530.
The  accompanying  financial  statements  include  interest expense of $2,848 in
respect of this indebtedness.


12.  RELATED PARTY TRANSACTIONS

   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.

   In conjunction with the RALI  Acquisition,  Mr. John E. Rayl, Chief Executive
Officer of the Company,  has agreed to terminate his  Employment  Agreement and,
accordingly,  the Company's  accrued liability under the contract was reduced in
the fourth  quarter by $537,200 at April 30, 1997 and the related  reductions of
expense included under marketing, administrative and other operating expenses in
the accompanying statement of operations.

   Additional related party  transactions are discussed  throughout the Notes to
the Financial Statements.


13.  CAPITAL LEASE OBLIGATIONS AND ACCRUED INTEREST PAYABLE

The Company is  obligated  under  long-term  capital  leases (see Notes 2 and 4)
covering the leases of equipment for the fiscal years ending subsequent to April
30, 1997, total payments of $199,461, including future interest expense of $761.




<PAGE>


14.  EMPLOYEE STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN

   The  following  table sets forth:  (1) the number of shares of the  Company's
common stock issuable at April 30, 1997 pursuant to outstanding Options; (2) the
exercise price per share;  (3) the aggregate  exercise price; (4) the expiration
dates;  (5) the market values of such shares at April 30, 1997, based on $0.3125
per  share,  which is the  average of the high and low ask and bid prices on the
OTC Bulletin Board at April 30, 1997.
<TABLE>
<CAPTION>

                     Number
                     of
                     Shares                                           Market
                     Covered By  Exercise   Aggregate                 Value at
                     Outstandin  Price Per  Exercise    Expiration    April 30,
      Plan           Options     Share      Price       Dates         1997
------------------   ----------  ---------  ---------   ----------    ----------
<S>                 <C>          <C>        <C>         <C>           <C>

Incentive Stock
  Option Plan         30,000     $0.3125    $   9,375    7/15/03      $   9,375

Incentive Stock
  Option Plan         67,167     $0.3125    $  20,990    1/06/05      $  20,990
</TABLE>

   The Company has 210,499  options  available for grant under its 1989 and 1993
Incentive  Stock Option Plans.  During the current  fiscal year, no options were
exercised,  333 options were  terminated  and no new options were  granted.  All
Options are currently exerciseable.


15.  OTHER STOCK OPTIONS

   On May 16,  1996,  the  Company  granted  options  under an Option  Agreement
related to a services  agreement  with an attorney for options on 340,000 shares
at $1.00 per share.  The optionee  exercised  options for all 340,000  shares on
July 2, 1996 for a total of $340,000 in cash.

   There were no stock  options  outstanding  at April 30, 1997.  Subsequent  to
April 30,  1997,  various  agreements  provided  for shares of common  stock and
common stock options (see Note 16).

16.  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 as of April 30, 1995             2,049,445   $    307,417   $  8,060,287
                                                 
Stock options exercised by
   directors, officers and
   employees                              239,000         35,850         38,838

Stock options exercised by
   others                                 520,560         70,084        375,461


Stock issued to replace
   collateral shares surrendered
   by CEO to secured prom-
   issory note holders                    453,836         68,075        204,660

Retire stock tendered by officer
   in exercise of stock options            (6,666)        (1,000)        (6,500)



<PAGE>



Fractional shares dropped for
   1:3 reverse split effected
   July 22, 1994                           (1,609)          (241)           241
                                      -----------   ------------   ------------

Issued shares as of April 30, 1996      3,254,566        488,185      8,672,987

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

Stock issued                              117,000         14,550         45,122
                                      -----------   ------------   ------------

Issued shares as of April 30, 1997      3,711,566   $    556,735   $  9,007,109
                                      ===========   ============   ============
</TABLE>

   As of April 30,  1997 the  Company  has  46,288,434  shares  of common  stock
reserved  for  issuance and  unissued,  and 2,400  shares in its treasury  stock
account.  As of April 30, 1997 there were 210,499  shares  reserved and issuable
under various stock option plans (see Note 14 and 15).

   Under the terms of a marketing agreement with a radio marketing company,  the
Company  agreed to issue  258,000 free trading  shares of the  Company's  common
stock for broadcast  services covering the six month term of the agreement.  The
Company  suspended the agreement and on September 12, 1996,  the Company and the
marketer  mutually agreed to terminate the agreement.  The Company issued 87,000
shares of common  stock in full  settlement  for  services  rendered  and costs,
valued at $35,250, incurred by the marketer in connection with the agreement.

   During  January and March 1997,  30,000  shares of common stock was issued to
third party unsecured demand promissory note holders as additional interest.
The stock was valued at $27,422.

   On September  19, 1997,  two Board of Director  members who had resigned were
compensated  for their  years of  service  with a total of 96,000  shares of the
Company's $0.15 par value common stock.

   Subscriptions to Common Stock.

   In order to provide  for  sufficient  working  capital to  complete  the RALI
Acquisition,  in August,  1997 the Company  entered into  agreements  with three
investment  companies for their purchase of up to 4,800,000 restricted shares of
the Company's  $0.15 cent par value common stock at a price of ten cents ($0.10)
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 aggregate amount of approximately  $680,000 as of April 30, 1997. At
the time of the agreements the bid price of the Company's $0.15 par value common
stock,  as quoted on the OTC Bulletin  Board,  was thirty-one  ($0.31) cents per
share.




<PAGE>


17.  INCOME TAXES

   Deferred  income taxes result from  temporary  differences  in the  financial
bases and tax bases of assets and liabilities. The type of differences that give
rise to significant  portions of deferred income tax liabilities or (assets) and
the related tax effects are as follows:
<TABLE>
<CAPTION>

                                                Fiscal Year Ended April 30,
                                            ------------------------------------
                                               1997        1996        1995
<S>                                        <C>         <C>         <C>

Deferred Tax Liabilities:
   Cash versus accrual reporting           $        -  $     1,700 $     33,600
   Capital lease versus operating
     lease reporting                                -            -      341,100
   Excess amortization of lease-
     hold costs                                     -      176,500    1,591,100
   Temporary differences not
     currently utilizable                       2,100       31,300       30,000
                                           ----------  ----------- ------------
Total deferred tax liabilities                  2,100      209,500    1,995,800
                                           ----------  ----------- ------------

Deferred Tax Assets:
   Cash versus accrual reporting              (50,100)    (116,600)     (25,700)
   Net operating loss carryforwards        (2,491,100)  (2,446,400)  (3,968,000)
                                           ----------  ----------- ------------
Gross deferred tax assets                  (2,541,200)  (2,563,000)  (3,993,700)
Deferred tax asset valuation allowance      2,539,100    2,353,500    1,997,900
                                           ----------  ----------- ------------
Total deferred tax assets                      (2,100)    (209,500)  (1,995,800)
                                           ----------  ----------- ------------
Net deferred tax liabilities               $        -  $         - $          -
                                           ==========  =========== ============
</TABLE>

   As of April 30, 1997 the Company and its  subsidiaries  have  regular tax net
operating loss carryforwards, expiring in the years 2007 through 2012, available
to offset future taxable income of $6,862,000.  The Company's income tax expense
attributable to continuing  operations is comprised of the following significant
components:
<TABLE>
<CAPTION>


                                                Fiscal Year Ended April 30,
                                           -------------------------------------
                                               1997        1996        1995
<S>                                        <C>         <C>         <C>
Deferred tax expense (benefit)             $  (140,900)$(1,877,200)$ (3,312,500)
Utilization of (benefit derived
   from use of) operating loss
   carryforwards                              ( 44,700)  1,521,600    2,871,600
Change in the amount of
   valuation allowance                         185,600     355,600      365,900
                                           -----------  ----------  -----------
Provision (benefit) for income taxes       $         -  $        -  $         -
                                            =========== =========== ===========
</TABLE>



<PAGE>


   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  continuing  operations  as a result of the
following differences:
<TABLE>
<CAPTION>


                                                Fiscal Year Ended April 30,
                                           -------------------------------------
                                               1997        1996        1995
<S>                                        <C>         <C>         <C>
U.S. Federal statutory income tax rate     $ (725,000) $ (446,000) $   (626,500)
Key man life insurance premiums                 2,100         500         2,700
Amortization of cost in excess of
   net  assets acquired  and valuation 
   write-down                                 549,200      74,100       109,100
Losses not currently utilizable               (12,300)     15,000        71,500
Other                                             400         800         2,300
Valuation allowance                           185,600     355,600       365,900
                                           ----------  ----------  ------------
Income tax (benefit) expense at effective  $        -  $        -  $    (75,000)
                                           ==========  ==========  ============
</TABLE>

   The provision (benefit) for income taxes charged to continuing operations was
as follows:
<TABLE>
<CAPTION>
       

                                                Fiscal Year Ended April 30,
                                           -------------------------------------
                                               1997        1996        1995
<S>                                        <C>         <C>         <C>
Federal current                            $        -  $        -  $          -
Federal deferred                                    -           -       (75,000)
                                           ----------  ----------  ------------
Provision (benefit) for income taxes       $        -  $        -  $    (75,000)
                                           ==========  ==========  ============
</TABLE>


18.  INDUSTRY SEGMENT DATA REPORTING INFORMATION

   The  Company's  leasing  business  consists  of the  acquisition,  financing,
ownership,  management  and  brokerage  of leases of data  processing  and other
equipment.  The Company's  broadcasting  business  consists of the  acquisition,
ownership,  management,  development  and  brokerage of  communications  related
technology  including  broadcast   properties,   telecommunications   equipment,
communications software and other products.

   Financial information for the Company's industry segments is summarized below
for the fiscal years ended April 30, 1997, 1996 and 1995.
<TABLE>
<CAPTION>

             1997          Leasing      Broadcasting   Other      Consolidated
------------------------------------------- ------------------------------------
<S>                        <C>          <C>          <C>          <C>

Total revenues from
   unaffiliated customers  $   827,116  $  335,000   $    33,653  $   1,195,769
Net operating loss             (12,645)   (175,341)   (1,824,649)    (1,944,443)
Identifiable assets            221,759     531,487        16,496        769,742
Depreciation and
   amortization                  4,790      50,971      221500          277,261
Capital expenditures                 -      24,485       2,643           27,128

</TABLE>

<PAGE>

<TABLE>
<CAPTION>


             1996          Leasing      Broadcasting   Other      Consolidated
------------------------------------------- ------------------------------------
<S>                        <C>          <C>          <C>          <C>
Total revenues from
   unaffiliated customers  $ 4,279,458  $   506,505  $     46,751 $   4,832,714
Net loss                       (92,996)    (245,162)     (832,906)   (1,171,064)
Identifiable assets         14,966,395      665,040     1,717,658    17,349,093
Depreciation and
   amortization              1,277,765       89,751       206,378     1,573,894
Capital expenditures                 -        1,874         2,524         4,398
</TABLE>
<TABLE>
<CAPTION>
 


             1995          Leasing      Broadcasting   Other (1)  Consolidated
------------------------------------------- ------------------------------------
<S>                        <C>          <C>          <C>          <C>
Total revenues from
   unaffiliated customers  $12,551,294  $   994,236  $    71,092  $  13,616,622
Net loss                      (186,986)    (598,359)    (892,790)    (1,678,135)
Identifiable assets         45,590,760    1,932,409    1,775,920     49,299,089
Depreciation and
   amortization              7,350,100       75,922      314,039      7,740,061
Capital expenditures                 -       18,686        2,623         21,309
</TABLE>


1.) In 1995,  Other includes costs  associated with the unsuccessful and pending
broadcast property acquisitions.

   The following table reconciles consolidated operating loss reported hereof to
operating loss reported in the statement of consolidated operations:
<TABLE>
<CAPTION>


                                                Fiscal Year Ended April 30,
                                          --------------------------------------
                                               1997        1996        1995
                                          ------------ ------------ ------------
<S>                                       <C>          <C>          <C>
Consolidated net loss                     $(1,944,443) $(1,171,064) $(1,678,135)
Interest expense not
   included in non leasing
   operating loss                            (187,757)    (140,530)     (89,481)
                                          -----------  -----------  -----------
Net loss reported in the
   statement of consolidated
   operations                             $(2,132,200) $(1,311,594) $(1,767,616)
                                          ===========  ===========  ===========
</TABLE>


19.  NET INCOME (LOSS) PER SHARE

   For the fiscal year ended April 30, 1997 primary  earnings per share  amounts
are  based on the  weighted  average  number  of common  shares  outstanding  of
3,627,241shares.  No common stock  equivalents  are included herein due to their
antidilutive  nature.  During the current year the Company issued 340,000 shares
upon exercise of stock options  granted under  consulting  agreements  (see Note
16),  which 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 ($0.58).
Share and per share amounts have not been adjusted for the 26,400,000 shares nor
for the 1 for 6 reverse stock split  approved by the  shareholders  on September
19, 1997. (See Note 1).



<PAGE>


   For the fiscal year ended April 30, 1996 primary  earnings per share  amounts
are  based on the  weighted  average  number  of common  shares  outstanding  of
2,633,712  shares.  No common stock equivalents are included herein due to their
antidilutive  nature.  During the current year the Company issued 239,000 shares
pursuant to the exercise of employee stock options, 520,560 shares upon exercise
of stock options granted under  consulting  agreements and 453,836 shares issued
to replace 2 for 1 collateral shares delivered by the Chief Executive Officer to
satisfy principal and interest on secured  promissory notes,  which 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 ($0.40).

   For fiscal year ended April 30, 1995 primary  earnings per share  amounts are
computed based on the weighted  average  number of common shares  outstanding of
1,876,602  shares.  No common stock equivalents are included herein due to their
antidilutive  nature.  During the year the Company issued 20,000 shares pursuant
to the exercise of employee  stock  options and 167,143  shares upon exercise of
stock options  granted under  consulting  agreements,  which 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 ($0.86).


20.  INVESTMENT IN UNCONSOLIDATED AFFILIATES AND PARTNERSHIPS

   During the current  fiscal  year the  Company  was a party to two  consulting
agreements  from which a portion of its  compensation  was received in shares of
the common stock of the client company.  In the first fiscal quarter the Company
recognized   $335,000   and  $465,000  of  income  with  respect  to  these  two
transactions  based on the estimated  fair market value of the shares  received.
During the fourth fiscal quarter, one of the companies ceased operations and the
business prospects of the other have declined.  In addition, as part of the RALI
Acquisition  the  Company  agreed to  dispose of all of its  obligations  to and
investment  in these  companies.  Accordingly,  in the fourth  quarter of fiscal
1997, the Company wrote off all of the previously  recorded income in the fourth
quarter of the current fiscal year.

   During  the prior  fiscal  year the  Company  was a party to one  acquisition
transaction  with  TradeWinds  Holdings,  Inc.  ("THI")  in  which  the  company
organized and financed an  acquisition  subsidiary,  TAI, which acquired 100% of
the capital stock of Tradewinds Airlines, Inc. The Company retained warrants and
shares of the common stock of TAI (the "TAI  Securities").  The Company recorded
its  investment  in the TAI  Securities  as an  investment  in an  uncosolidated
affiliate of approximately $500, representing the initial capitalization costs. 
In the prior fiscal year the Company  recognized  income of $40,000 from cash
received from THI for administrative services.

   At April 30, 1997, the Company  determined that its investment in real estate
limited  partnerships,  totaling $42,527, had no future benefit and was expensed
in the fourth quarter.


<PAGE>


21.  SUPPLEMENTAL CASH FLOW INFORMATION

   Reconciliation  of net loss to net cash used for  operating  activities is as
follows:
<TABLE>
<CAPTION>


                                                Fiscal Year Ended April 30,
                                           -------------------------------------
                                               1997        1996        1995
<S>                                       <C>          <C>          <C>
Net loss                                  $(2,132,200) $(1,311,594) $(1,311,594)
                                           ------------ ------------------------
Adjustment to reconcile net loss to net
   cash used for operating activities:
Expenses and revenues not affecting
   operating cash flows:
   Loss on residual valuation                   1,967       74,621            -
   Depreciation and amortization of
     equipment and intangible assets          277,261    1,573,894    7,647,576
   Impairment loss on intangible assets:
      Cost  in   excess  of  net  asset   
       acquired                             1,397,180            -       92,483
      Investment in real estate     
      partnerships                             42,527            -            -
   Deferred costs expensed and
     amortized                                      -            -      137,237
   Loss on sale of land, office
     furniture and equipment                    9,971        1,600       20,799
   Gain on sale of investment in
     operating leases                               -            -      (11,853)
   Equipment acquired by barter
     transactions                             (14,017)      (1,874)      (3,423)
   Advisory services paid in stock                  -        5,000      157,500
   Interest paid in stock - third party             -       60,532            -
   Interest paid in stock - related party           -       24,848            -
   Employee stock options exercise
     applied to legal fees                          -        4,687            -
   Employee stock options exercise
     applied to accrued officer
     compensation                                   -       62,500            -
   Rental income                                    -   (1,314,914)  (7,250,783)
   Leasing interest income                   (825,937)  (2,961,212)  (5,285,128)
   Leasing interest expense                   825,937    3,008,267    5,207,731
Changes in assets and liabilities:
   Accrued interest income                     (3,562)      (2,562)      (3,006)
   Accrued interest expense                    96,240       12,383       63,712
   Note, accounts and commissions
     receivable                                27,499       22,504      317,124
   Other assets                                29,372        2,187       26,485
   Note and accounts payable, and
     accrued expenses                        (122,887)     300,024       49,736
   Income taxes                                     -            -      (75,000)
   Other                                          400        1,056          310
                                          -----------  ----------- ------------
        Total Adjustments                   1,741,951      873,541    1,091,500
                                          -----------  ----------- ------------
Net Cash Used for Operating Activities    $  (390,249) $  (438,053)$   (676,116)
                                          ===========  =========== ============

</TABLE>


<PAGE>


   Non Cash Investing and Financing  Activities.  The Company acquires leases of
equipment and lease receivables partially by assuming existing financing.  Also,
the Company may sell or dispose of such assets with a  commensurate  transfer of
any  related  financing  to the  transferee.  The net  increase  in  assets  and
liabilities  associated  with the  acquisition and disposition of such equipment
and  equipment  leases and the related  liabilities  for the fiscal  years ended
April 30, 1997, 1996 and 1995 are as follows:
<TABLE>
<CAPTION>


                                                Fiscal Year Ended April 30,
                                           -------------------------------------
                                               1997        1996        1995
<S>                                     <C>           <C>          <C>
Assets:
   Leased property under capital
     lease (net of accumulated
     amortization)                      $(95,770,216) $(1,952,718) $(17,375,522)
   Net investment in operating
     leases                                        -            -      (412,132)
   Net investment in direct
     financing leases                              -            -   (14,759,430)
                                        ------------  -----------  ------------
        Total Assets                    $          -  $(1,952,718) $(32,547,084)
                                        ============  ===========  ============

Liabilities:
   Notes and accrued interest
     payable                            $          -  $         -  $(14,759,430)
   Discounted lease rentals and
     accrued interest payable            (95,770,216)  (1,952,718)  (17,787,654)
   Capital lease obligation and
     accrued interest payable                      -            -             -
                                        ------------   ----------- ------------
          Total Liabilities             $          -   $(1,952,718)$(32,547,084)
                                        ============   =========== ============
</TABLE>

   During the fiscal year ended April 30, 1997 the Company  received (1) $14,017
of fixed  assets  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 fixed  assets  in  barter  transactions,  (2)  issued  453,836  shares  for a
reduction  of $272,736 in secured  promissory  notes and accrued  interest,  (3)
issued 239,000 shares under employee stock option plans for $62,500 reduction in
accrued  compensation,  legal fees of $4,687 and in exchange for 6,666 shares of
common stock which were retired, (4) issued 10,000 in other stock options offset
against trade  payables of $5,000,  and (5)  adjustment in the carrying value of
Lease Property  under Capital Lease by $1,952,718  and Discounted  Lease Rentals
and Accrued Interest Payable by an equivalent amount.

   During  the  fiscal  year  ended  April 30,  1995 the  Company  (1)  recorded
broadcasting rights of $1,367,604 and related  broadcasting rights payable of an
equivalent   amount  and  (2)   received   $3,423  of  fixed  assets  in  barter
transactions.  During  the  fiscal  year the  Company  disposed  of  assets  and
liabilities,  which  included  Net  Investment  in  Direct  Financing  Leases of
$14,759,430 and Notes and Accrued Interest  Payable of $14,759,430.  Also during
this same period the Company  disposed of Net Investment in Operating  Leases of
$412,132 (net of accumulated  depreciation of $5,106,651)  and Discounted  Lease
Rentals and Accrued Interest Payable of a commensurate amount.

   In fiscal years 1997, 1996 and 1995,  leasehold tenancy positions  terminated
which  reduced  the  gross  value  of  Lease  Property  under  Capital  Lease by
$95,770,216,   $1,952,718  and   $5,293,579,   respectively,   and   accumulated
amortization by an equivalent amount in each of those periods.



<PAGE>


22.  SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

   Summarized selected quarterly financial data for the fiscal years ended April
30, 1997 and 1996 is set forth below:
<TABLE>
<CAPTION>


                                          Fiscal Year Ended April 30, 1997
                                 -----------------------------------------------
                                   Fourth     Third       Second     First
                                   Quarter    Quarter     Quarter    Quarter
                                 ----------   ----------- ---------- -----------
<S>                               <C>          <C>         <C>       <C>

Revenues                          $  (608,926) $  228,370  $ 344,952 $1,231,373
Expenses                            1,401,940     484,225    665,722    776,082
                                  -----------  ----------  ---------- ----------

Income (Loss) Before Income Taxes  (2,010,866)   (255,855)  (320,770)   455,291

   Income Taxes Expense (Benefit)           -           -          -          -
                                  -----------  ----------  ---------- ----------

Net Income (Loss)                 $(2,010,866) $(255,855)  $(320,770) $ 455,291
                                  ===========  =========   =========  ==========

Primary Net Income (Loss) 
  Per Share                       $     (0.52) $   (0.07)  $   (0.09) $    0.13
                                  ===========  =========   =========  =========

Fully Diluted Net Income
  (Loss) Per Share                $     (0.52) $   (0.07)  $   (0.09) $    0.13
                                  ===========  =========   =========  =========



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

<TABLE>
<CAPTION>

                                         Fiscal Year Ended April 30, 1996
                                 -----------------------------------------------
                                   Fourth     Third       Second     First
                                   Quarter    Quarter     Quarter    Quarter
                                 ----------   ----------- ---------- -----------
<S>                               <C>        <C>         <C>        <C>
Revenues                          $  464,355 $  922,853  $1,447,203 $ 1,998,303
Expenses                           1,106,125  1,124,029   1,692,104   2,222,050
                                  ---------- ----------  ---------- -----------

Income (Loss) Before Income Taxes   (641,770)  (201,176)   (244,901)   (223,747)

   Income Taxes Expense (Benefit)          -          -           -           -
                                  ---------- ----------  ---------- -----------

Net Income (Loss)                 $(641,770) $(201,176)  $(244,901) $  (223,747)
                                  =========  =========   =========  ===========


Primary Net Income (Loss) 
   Per Share                      $   (0.20) $   (0.07)  $   (0.10) $     (0.10)
                                  =========  =========   =========  ===========  

Fully Diluted Net Income
  (Loss) Per Share                $   (0.20) $   (0.07)  $   (0.10) $     (0.10)
                                  =========  =========   =========  ===========  


================================================================================
</TABLE>
<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
                                                                   PageReference
<S>                                                                       <C>
  
(a)(1) Index to Consolidated Financial Statements:

         Report of Independent Certified Public Accountants                12

         Consolidated Balance Sheets as of April 30, 1997 and 1996         13

         Statements of Consolidated Operations for the years ended
            April 30, 1997, 1996 and 1995                                  14

         Statements of Consolidated Stockholders' Equity (Deficit) 
            for the years ended April 30, 1997, 1996 and 1995              15

         Statements of Consolidated Cash Flows for the years ended
            April 30, 1997, 1996 and 1995                                  16

         Notes to Consolidated FinancialStatements                         18-36

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

         SCHEDULE II              Valuation and qualifying accounts        39
</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  and business
  trusts.

  (a)(3) Exhibits:  See index filed as part of Form 10-K on page 47.

  (b) Reports on Form 8-K.

      The following reports on Form 8-K were filed during the fiscal quarter
  ended April 30, 1997:

      (1)   None




<PAGE>

<TABLE>
<CAPTION>


                  SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS
                For The Years Ended April 30, 1997, 1996 and 1995

              COLUMN A COLUMN B                COLUMN C  COLUMN D   COLUMN E

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

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

For the year ended:

April 30, 1997
  Accounts receivable $    5,800  $   12,226  $        - $( 15,526) $     2,500
  Equipment residuals       -          1,967           -     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  $        - $ (18,327) $     5,800
  Equipment residuals           -     74,621           -   (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
                       ========== ==========  ========== ========== ===========

April 30, 1995
  Accounts receivable  $    2,730 $   22,496  $        - $ (14,437) $    10,789
  Equipment residuals           -          -           -         -            -
  Valuation allowance 
  for deferred tax
  assets                1,632,000    365,900           -         -    1,997,900
                       ---------- ----------  ---------- ---------  -----------
                       $1,634,730 $  388,396  $        - $ (14,437) $ 2,008,689
                       ========== ==========  ========== =========  ===========

</TABLE>

  (A) All amounts were written off.





<PAGE>


Exhibit 11(A).  Primary Earnings Per Share

<TABLE>
<CAPTION>

   The computation of primary earnings per share is as follows:

                                               Fiscal Year Ended April 30,

                                          --------------------------------------  
                                                1997       1996        1995
                                                ----       ----        ----
<S>                                       <C>          <C>          <C>    

Weighted average number of common
  shares outstanding
                                             3,627,241   2,633,712   1,876,602

Shares assumed to be issued upon 
  exercising of stock purchase 
  rights in excessof 20% repurchase 
  limitation                                         -           -           -
                                             ---------   ---------  ----------

Average number of common and common
  equivalent shares                          3,627,241   2,633,712   1,876,602
                                             =========   =========   =========

Net loss                                  $(2,132,200) $(1,311,594) $(1,767,616)

Increase  in  interest  income 
  (net of tax)from assumed investment
  in certificates of deposit and 
  decrease in interest expense (net
  of tax) from assumed of short-term
  debt with assumed stock purchase
  rights proceeds  in  excess  of  
  20%  repurchase limitation                         -           -            -
                                          ------------ -----------  -----------
     Adjusted net loss                    $(2,132,200) $(1,311,594) $(1,767,616)
                                          ===========  ===========  ===========

     Net loss per common share            $     (0.59) $     (0.50) $     (0.94)
                                          ===========  ===========  ===========

</TABLE>




<PAGE>


Exhibit 11(B).  Fully Diluted Earnings Per Share


   The computation of fully diluted earnings per share is as follows:
<TABLE>
<CAPTION>
                                               Fiscal Year Ended April 30,

                                          --------------------------------------  
                                                1997       1996        1995
                                                ----       ----        ----
<S>                                       <C>          <C>          <C>    

Weighted average number of common
  shares outstanding
                                             3,627,241   2,633,712   1,876,602

Shares assumed to be issued upon 
  exercising of stock purchase 
  rights in excessof 20% repurchase 
  limitation                                         -           -           -
                                             ---------   ---------  ----------

Average number of common and common
  equivalent shares                          3,627,241   2,633,712   1,876,602
                                             =========   =========   =========

Net loss                                  $(2,132,200) $(1,311,594) $(1,767,616)

Increase  in  interest  income 
  (net of tax)from assumed investment
  in certificates of deposit and 
  decrease in interest expense (net
  of tax) from assumed of short-term
  debt with assumed stock purchase
  rights proceeds  in  excess  of  
  20%  repurchase limitation                         -           -            -
                                          ------------ -----------  -----------
     Adjusted net loss                    $(2,132,200) $(1,311,594) $(1,767,616)
                                          ===========  ===========  ===========

     Net loss per common share            $     (0.59) $     (0.50) $     (0.94)
                                          ===========  ===========  ===========
</TABLE>


<PAGE>



Notes regarding the calculation of primary and fully diluted earnings per share:

   For the fiscal  year ended  April 30, 1997 no common  stock  equivalents  are
included herein due to their antidilutive nature. During fiscal year ended April
30, 1997 primary  earnings per share  amounts are based on the weighted  average
number of  common  shares  outstanding  of  3,627,241  shares.  No common  stock
equivalents are included  herein due to their  antidilutive  nature.  During the
current year the Company  issued  340,000  shares upon exercise of stock options
granted under consulting agreements.  which 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 ($0.58).

   For the fiscal  year ended  April 30, 1996 no common  stock  equivalents  are
included herein due to their  antidilutive  nature.  During the current year the
Company issued 1,213,396  shares,  retired 6,666 shares tendered in the exercise
of  stock  options  by an  officer  and  reduced  by  1,609  shares  issued  and
outstanding  shares for fractional shares dropped in connection with the 1 for 3
reverse stock split of July 22, 1994,  all of which are included in the weighted
average number of common shares  outstanding.  The aforementioned  shares issued
include  239,000  shares from the exercise of employee stock options and 520,560
shares from exercise of options pursuant to consulting agreements.  In addition,
the Company issued 453,836 shares of its common stock,  pursuant to a collateral
agreement,  to replace  common stock on a 2 for 1 basis,  owned by its CEO which
had been  foreclosed  upon by secured  promissory  note  holders.  If this share
activity  had occurred at the  beginning of the current  fiscal year primary and
fully diluted earnings per share would have been ($0.40).

   For the fiscal  year ended  April 30, 1995 no common  stock  equivalents  are
included herein due to their antidilutive nature. During fiscal 1995 the Company
issued  187,143  shares  pursuant  to the  exercise of stock  options  which are
included  in the  weighted  average  number of common  shares  outstanding.  The
aforementioned  shares issued  include  20,000 shares related to the exercise of
employee stock options and 167,143  shares from exercise of options  pursuant to
consulting  agreements.  If these shares had been issued at the beginning of the
current fiscal year primary and fully diluted earnings per share would have been
($0.86).





<PAGE>


   Additional primary and fully diluted earnings per share computations pursuant
to  Regulation  S-K,  CFR  ss.229.601(b)(11):  The  following  computations  are
submitted for  informational  purposes only pursuant to Regulation S-K, although
they are contrary to APB 15.

Exhibit 11(C).  Primary Earnings Per Share (Additional)

<TABLE>
<CAPTION>

   The computation of primary earnings per share is as follows:

                                               Fiscal Year Ended April 30,

                                          --------------------------------------  
                                                1997       1996        1995
                                                ----       ----        ----
<S>                                       <C>          <C>          <C>    
Weighted average number of common
  shares outstanding
                                             3,627,241   2,633,712   1,876,602

Shares assumed to be issued upon 
  exercising of stock purchase 
  rights in excessof 20% repurchase 
  limitation                                   216,914     201,873      76,539
                                             ---------   ---------  ----------

Average number of common and common
  equivalent shares                          3,844,155   2,835,585   1,953,141
                                             =========   =========   =========

Net loss                                  $(2,132,200) $(1,311,594) $(1,767,616)

Increase  in  interest  income 
  (net of tax)from assumed investment
  in certificates of deposit and 
  decrease in interest expense (net
  of tax) from assumed of short-term
  debt with assumed stock purchase
  rights proceeds  in  excess  of  
  20%  repurchase limitation                         -           -            -
                                          ------------ -----------  -----------
     Adjusted net loss                    $(2,132,200) $(1,311,594) $(1,767,616)
                                          ===========  ===========  ===========

     Net loss per common share            $     (0.55) $     (0.46) $     (0.91)
                                          ===========  ===========  ===========
</TABLE>




<PAGE>


Exhibit 11(D).  Fully Diluted Earnings Per Share (Additional)

<TABLE>
<CAPTION>

   The computation of fully diluted earnings per share is as follows:

                                               Fiscal Year Ended April 30,

                                          --------------------------------------  
                                                1997       1996        1995
                                                ----       ----        ----
<S>                                       <C>          <C>          <C>    
Weighted average number of common
  shares outstanding
                                             3,627,241   2,633,712   1,876,602

Shares assumed to be issued upon 
  exercising of stock purchase 
  rights in excessof 20% repurchase 
  limitation                                   288,298     232,651      90,615
                                             ---------   ---------  ----------

Average number of common and common
  equivalent shares                          3,915,539   2,866,363   1,967,217
                                             =========   =========   =========

Net loss                                  $(2,132,200) $(1,311,594) $(1,767,616)

Increase  in  interest  income 
  (net of tax)from assumed investment
  in certificates of deposit and 
  decrease in interest expense (net
  of tax) from assumed of short-term
  debt with assumed stock purchase
  rights proceeds  in  excess  of  
  20%  repurchase limitation                         -           -            -
                                          ------------ -----------  -----------
     Adjusted net loss                    $(2,132,200) $(1,311,594) $(1,767,616)
                                          ===========  ===========  ===========

     Net loss per common share            $     (0.54) $     (0.46) $     (0.90)
                                          ===========  ===========  ===========

</TABLE>


<PAGE>


Notes regarding the additional calculation of primary and fully diluted earnings
per share pursuant to Regulation S-K, CFR ss.229.601(b)(11):

Primary  earnings  per share for each of the fiscal  years ended April 30, 1997,
1996 and 1995 includes the exercise of stock purchase rights which is assumed at
the  beginning  of the  period or at the date of grant,  if  granted  during the
period. Pursuant to the treasury stock method or modified treasury stock method,
as  appropriate,  shares assumed to be issued upon  exercising of stock purchase
rights  represents  the number shares  issued upon assumed  exercise less shares
repurchased  at the average  market  price.  For each of the fiscal  years ended
April 30, 1997,  1996 and 1995,  fully  diluted  earnings per share  amounts are
based on the increased  number of shares that would be issued assuming  exercise
of stock purchase rights. Fully diluted earnings per share is computed under the
aforementioned  method as primary  earnings per share,  except the repurchase of
shares  uses the higher of the  average  market  price  during the period or the
ending market price,  unless shares were actually  issued pursuant to exercises,
then the average market price on the day of exercise is used.

   During the current year the Company  issued  340,000  shares upon exercise of
stock options  granted under  consulting  agreements.  which 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 ($0.58).

     During the fiscal year ended April 30,  1996 the Company  issued  1,213,396
shares,  retired  6,666 shares  tendered in the exercise of stock  options by an
officer and reduced by 1,609 shares issued and outstanding shares for fractional
shares  dropped in  connection  with the 1 for 3 reverse stock split of July 22,
1994, all of which are included in the weighted  average number of common shares
outstanding.  The aforementioned shares issued include 239,000 shares related to
the  exercise of employee  stock  options  and 520,560  shares from  exercise of
options  pursuant to  consulting  agreements.  In addition,  the Company  issued
453,836  of its  common  shares  on a 2 for 1  basis  to  replace  common  stock
surrendered  by  its  CEO,  pursuant  to  a  collateral  agreement,  to  secured
promissory  note  holders in  satisfaction  of  principal  and accrued  interest
totalling  $272,736.  If these  shares had been issued at the  beginning  of the
current fiscal year primary and fully diluted earnings per share would have been
($0.40).

     During the fiscal  year ended April 30,  1995 the  Company  issued  187,143
shares  pursuant to the  exercise  of stock  options  which are  included in the
weighted average number of common shares outstanding.  The aforementioned shares
issued  include  20,000 shares related to the exercise of employee stock options
and 167,143 shares from exercise of options  pursuant to consulting  agreements.
If these  shares had been issued at the  beginning  of the  current  fiscal year
primary and fully diluted earnings per share would have been ($0.86).





<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 COMMUNICATIONS, INC.


                                             /s/ JOHN E. RAYL
DATE:  October 2, 1997               By:
                                        --------------------------------------
                                        John E. Rayl
                                        Treasurer
                                        (Pincipal 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          October 2, 1997
                                        Executive Officer,     
Angel Munoz                             President and Director




   /s/ RONALD VIMO
____________________________________    Vice President           October 2, 1997
                                        and Director           




   /s/ SCOTT VELLANUEVA
____________________________________    Secretary and Director   October 2, 1997
Scott Vellanueva




   /s/ JOHN E. RAYL
____________________________________    Treasurer and Director   October 2, 1997
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     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.

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     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.

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.

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.

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.

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.

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,  filed
            herewith as Exhibit 10.87.

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, filed herewith as Exhibit
            10.88.

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,  filed
            herewith as Exhibit 10.89.

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, filed herewith as
            Exhibit 10.90.

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     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.

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 onsulting  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



            Administrative Consultants, Inc. (a wholly-owned subsidiary of the
            Company)
            LCC Equipment Corporation (a wholly-owned subsidiary of the Company)
            LCC Leasing International, Inc. (a wholly-owned subsidiary of
            Leeward Capital Corporation)
            LCC Investments, Inc. (a wholly-owned subsidiary of Leeward Capital
            Corporation)
            LCC Asset Management Corporation (a wholly-owned subsidiary of the
            Company)
            Partech Communications Group, Inc. (a wholly-owned subsidiary of
            the Company)
            PCG of Florida, Inc.  (a wholly-owned subsidiary of Partech
            Communications Group, Inc.)
            PCG of the Florida Keys, Inc.  (a wholly-owned subsidiary of
            Partech Communications Group, Inc.)
            Tropic of North Carolina, Inc. (f.k.a. PCG of the Golden Strand,
            Inc., a wholly-owned subsidiary of Partech Communications Group,
            Inc.)
            GS Services, Inc.  (a wholly-owned subsidiary of Partech
            Communications Group, Inc.)
            PCG of Tallahassee, Inc.  (a wholly-owned subsidiary of Partech
            Communications Group, Inc.)
            Tropic Broadcasting, Inc.  (a wholly-owned subsidiary of Partech
            Communications Group, Inc.)
            Tropic Broadcasting of Brunswick, Inc.  (a wholly-owned subsidiary
            of Partech Communications Group, Inc.)
            Tropic of Key West, Inc.  (a wholly-owned subsidiary of Partech
            Communications Group, Inc.)
            Tropic Broadcasting of North Florida, Inc.  (a wholly-owned
            subsidiary of Partech Communications Group, Inc.)
            Tropic of St. Simons, Inc.  (a wholly-owned subsidiary of Partech
            Communications Group, Inc.)
            Phoenix Wrecking International, Inc. (a wholly-owned subsidiary of
            Partech Communications Group, Inc.)
            Tropic Broadcasting of Waycross, Inc.  (a wholly-owned subsidiary
            of Partech Communications Group, Inc.)
            Tropic of Tallahassee, Inc.  (a wholly-owned subsidiary of Partech
            Communications Group, Inc.)
            Par Comm Consultants, Inc.  (a wholly-owned subsidiary of Partech
            Communications Group, Inc.)
            ICCS Solutions, Inc. (a wholly-owned subsidiary of the Company)
            Thorndine, Ltd. (an inactive United Kingdom company and
            wholly-owned subsidiary of LCC Leasing International, Inc.)