EXHIBIT 25.

                              FINANCIAL STATEMENTS






                            SAF T LOK, INCORPORATED


                       F/K/A RGB COMPUTER & VIDEO, INC.

                                    REPORT

                            AS OF DECEMBER 31, 1996









































                    SAF T LOK INCORPORATED AND SUBSIDIARIES
                       F/K/A RGB COMPUTER & VIDEO, INC.

                                   CONTENTS




PAGE     1 -  2   INDEPENDENT AUDITORS' REPORT

PAGE     3 -  4   CONSOLIDATED BALANCE SHEETS AS OF DECEMBER
                  31, 1996 AND 1995

PAGE          5   CONSOLIDATED STATEMENTS OF CHANGES IN
                  SHAREHOLDERS' EQUITY FOR THE YEARS ENDED
                  DECEMBER 31, 1996 AND 1995

PAGE          6   CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE
                  YEARS ENDED DECEMBER 31, 1996 AND 1995

PAGE     7 -  8   CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE
                  YEARS ENDED DECEMBER 31, 1996 AND 1995

PAGE     9 - 23   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995

























                         INDEPENDENT AUDITORS' REPORT



To the Board of Directors of :
  Saf T Lok Incorporated

We  have  audited  the accompanying consolidated balance sheet  of  Saf  T  Lok
Incorporated and Subsidiaries, F/K/A RGB Computer & Video, Inc. as of  December
31,  1996  and  the related consolidated statements of operations,  changes  in
shareholders'  equity  and  cash flows for the year ended  December  31,  1996.
These consolidated financial statements are the responsibility of the Company's
management.   Our responsibility is to express an opinion on these consolidated
financial statements based on our audit.  The consolidated financial statements
of  Saf T Lok Incorporated and Subsidiaries as of December 31, 1995 and for the
year  ended  December  31, 1995, were audited by other auditors  whose  opinion
dated March 20, 1996 expressed an unqualified opinion on those statements.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Saf  T
Lok  Incorporated  and Subsidiaries, F/K/A RGB Computer &  Video,  Inc.  as  of
December 31, 1996 and the results of  its operations and its cash flows for the
year then ended, in conformity with generally accepted accounting principles.




Page Two



The  accompanying consolidated 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  suffered  recurring
losses from operations and currently has a shortage of working capital.   These
factors indicate that the Company may be unable to continue as a going concern.
The consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.








                              WEINBERG, PERSHES & COMPANY, P.A.


Boca Raton, Florida
April 10, 1997
























                    SAF T LOK INCORPORATED AND SUBSIDIARIES
                       F/K/A RGB COMPUTER & VIDEO, INC.
                          CONSOLIDATED BALANCE SHEETS
                       AS OF DECEMBER 31, 1996 AND 1995


                                    ASSETS
<TABLE>
<CAPTION>
                                        1996         1995
<S>                                     <C>          <C>
CURRENT ASSETS

 Cash and cash equivalents              $    88,956  $  1,981,217
 Securities                                       -       518,362
 Accounts receivable (net of allowance
  for doubtful accounts of $23,000 and
  -0-, respectively)                         10,419         7,331
 Inventories                                466,680       282,471
 Loans receivable                                 -         8,516
 Prepaid expenses                            21,111             -

Total Current Assets                        587,166     2,797,897

PROPERTY AND EQUIPMENT, NET OF
 ACCUMULATED DEPRECIATION                   932,028       408,827

OTHER ASSETS

 Patents, (net of accumulated
  amortization of $28,000)                  374,147             -
 Loans receivable                           199,842       213,976
 Loans receivable (officers)                      -        18,100
 Other assets                                   975         2,070

Total Other Assets                          574,964       234,146

TOTAL ASSETS                            $ 2,094,158  $  3,440,870
</TABLE>






                     See independent auditors' report and
                  notes to consolidated financial statements.
                                       3
<PAGE>

                    SAF T LOK INCORPORATED AND SUBSIDIARIES
                       F/K/A RGB COMPUTER & VIDEO, INC.
                          CONSOLIDATED BALANCE SHEETS
                       AS OF DECEMBER 31, 1996 AND 1995


                     LIABILITIES AND SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                       1996        1995
<S>                                    <C>         <C>
CURRENT LIABILITIES
 Notes payable - current portion       $   67,353  $        -
 Accounts payable and accrued
  expenses                                836,402     153,810
 Current maturities of capital
  lease obligations                             -      14,515

Total Current Liabilities                 903,755     168,325

LONG TERM LIABILITIES

 Notes payable, net of current portion     58,061           -

TOTAL LIABILITIES                         961,816     168,325

SHAREHOLDERS' EQUITY

 Common Stock, $.01 par
  value, 20,000,000 and
  10,000,000 shares authorized,
  5,651,089 and 3,263,100 shares
  issued and outstanding, in 1996
  and 1995 respectively, of which
  1,500 shares were held in
  treasury                                 56,511      32,631
 Capital in excess of par               9,167,898   8,056,639
 Deficit                               (8,092,067) (4,816,725)

TOTAL SHAREHOLDERS' EQUITY              1,132,342   3,272,545

TOTAL LIABILITIES AND SHAREHOLDERS'
 EQUITY                                $2,094,158  $3,440,870

</TABLE>


                     See independent auditors' report and
                  notes to consolidated financial statements.
                                       4
<PAGE>
                    SAF T LOK INCORPORATED AND SUBSIDIARIES
                       F/K/A RGB COMPUTER & VIDEO, INC.
          CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995

<TABLE>
<CAPTION>
                                    Capital
                 Common Stock       In Excess
               Shares    Amount     of Par      Deficit      Total

<S>            <C>       <C>        <C>         <C>          <C>
Balance -
 January 1,
 1995          3,268,032 $   32,680 $8,060,043  $(3,556,485) $4,536,238

Purchase of
 treasury
 stock            (4,932)       (49)    (3,404)           -      (3,453)

Net loss               -          -          -   (1,260,240) (1,260,240)

Balance-
 December 31,
 1995          3,263,100     32,631  8,056,639   (4,816,725)  3,272,545

Issuance of
 common stock
 for Saf T Lok
 merger        2,238,957     22,390    504,149            -     526,539

Issuance of
 stock for
 settlement of
 lawsuit          20,000        200      8,400            -       8,600

Capital
 Contribution          -          -    200,000            -     200,000

Issuance of
 common stock    129,032      1,290    398,710            -     400,000

Net loss               -          -          -   (3,275,342) (3,275,342)

BALANCE -
 DECEMBER 31,
 1996          5,651,089 $   56,511 $9,167,898  $(8,092,067) $1,132,342
</TABLE>

                     See independent auditors' report and
                  notes to consolidated financial statements.
                                       5
<PAGE>

                    SAF T LOK INCORPORATED AND SUBSIDIARIES
                       F/K/A RGB COMPUTER & VIDEO, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995

<TABLE>
<CAPTION>
                                       1996         1995
<S>                                    <C>          <C>

Revenue                                $    57,349  $         -

Cost of Sales                               51,615            -

Gross Profit                                 5,734            -

Selling, General and Administrative
 Expenses                                2,751,306            -

Depreciation                                96,144            -

Loss from continuing operations         (2,841,716)           -

Loss from discontinued operations         (433,626)  (1,260,240)

Net (loss)                             $(3,275,342) $(1,260,240)

Loss per common share

Loss from continuing operations              $(.54)       $   -

Loss from discontinued operations             (.08)        (.36)

Net (loss)                                   $(.62)       $(.36)

Weighted average number of
 common shares outstanding               5,243,936    3,508,799

</TABLE>


                     See independent auditors' report and
                  notes to consolidated financial statements.
                                       6
<PAGE>

                    SAF T LOK INCORPORATED AND SUBSIDIARIES
                       F/K/A RGB COMPUTER & VIDEO, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995

<TABLE>
<CAPTION>
                                      1996          1995
<S>                                   <C>           <C>
Cash flows from operating activities:
 Loss from continuing operations      $(2,841,716)  $      -
 Loss from discontinued operations       (433,626)   (1,260,240)
 Adjustments to reconcile net (loss)
  to net cash (used in) operating
  activities:
   Depreciation and amortization          232,938       150,481
   Amortization of research and
    development costs                           -        23,840
   Common stock issued in settlement
    of lawsuit                              8,600             -
   Bad debt expense                        23,000       235,000
   Loss on sale and disposal of
    fixed assets                          159,125        35,142
   Gain on sale of home                         -       (25,863)
   Impairment loss on fixed assets              -        25,666
   Impairment loss on research and
    development cost                            -        49,483
   Change in assets and liabilities:
    (Increase)decrease in:
     Accounts receivable                  (26,088)      134,844
     Inventories                         (173,029)      222,698
     Prepaid and other current assets     (16,235)       22,229
    Increase (decrease)in:
     Accounts payable and accrued
      expenses                            468,809       (10,319)

          NET CASH (USED IN)
           OPERATING ACTIVITIES        (2,598,222)     (397,039)

Cash flows from investing activities:
 Capitalization of patent costs           (20,814)            -
 Purchase of property and equipment      (524,150)      (28,914)
 Purchase of securities                         -      (518,362)
 Proceeds from sale of securities         518,362             -
 Proceeds from sale of fixed assets             -        52,890
 (Increase) in loans receivable            22,650      (213,976)
 Proceeds from sale of home                     -       225,473

</TABLE>
                     See independent auditors' report and
                  notes to consolidated financial statements.
                                       7
<PAGE>
                    SAF T LOK INCORPORATED AND SUBSIDIARIES
                       F/K/A RGB COMPUTER & VIDEO, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
<TABLE>
<CAPTION>

                                          1996          1995
<S>                                       <C>           <C>
(Increase) decrease in loans
  receivable-officers                      18,100         (7,100)
 (Increase) decrease in other assets        1,345           (200)

          NET CASH PROVIDED BY (USED IN)
           INVESTING ACTIVITIES            15,493       (490,189)

Cash flows from financing activities:
 Principal payments on borrowings,
  including capital lease obligations     (21,218)       (51,689)
 Repurchase of common stock                     -         (3,453)
 Capital contribution                     200,000              -
 Proceeds from sale of common stock       511,686              -

          NET CASH PROVIDED BY (USED IN)
           FINANCING ACTIVITIES           690,468        (55,142)

NET DECREASE IN CASH                   (1,892,261)      (942,370)

CASH AND CASH EQUIVALENTS, AT
 BEGINNING OF YEAR                      1,981,217      2,923,587

CASH AND CASH EQUIVALENTS, AT
 END OF YEAR                           $   88,956    $ 1,981,217


SUPPLEMENTAL DISCLOSURES OF CASH
 FLOW INFORMATION:

     Cash payments for:
       Interest                        $    6,982    $    22,911

</TABLE>

NON-CASH INVESTING AND FINANCING ACTIVITIES:
     In  February  1996,  the Company merged with Saf T  Lok,  Incorporated  by
     issuing  2,238,957 shares of the Company's common stock  in  exchange  for
     100%  of  the outstanding stock of Saf T Lok Corporation.  The transaction
     was recorded under the purchase method and the common stock was valued  at
     $527,000.
                      See independent auditors' report and
                  notes to consolidated financial statements.
                                       8
<PAGE>
                    SAF T LOK INCORPORATED AND SUBSIDIARIES
                       F/K/A RGB COMPUTER & VIDEO, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995

NOTE  1 - GOING CONCERN

     The accompanying consolidated financial statements have been prepared on a
     going-concern basis, which contemplates the realization of assets and  the
     satisfaction of liabilities in the normal course of business.  The Company
     has  discontinued its previous core business and acquired a  new  business
     and  has  minimal  cash to operate at December 31,  1996.   The  Company's
     continuation as a going-concern is dependent upon its ability to  generate
     sufficient cash flow to meet its obligations on a timely basis, to  obtain
     financing as may be required, and ultimately attain profitable operations.
     The  consolidated  financial  statements do not  include  any  adjustments
     relating  to  the recoverability and classification of asset amounts  that
     might  be  necessary should the Company be unable to continue as  a  going
     concern.

NOTE  2 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

     A.  Nature of business

     Saf  T  Lok  Incorporated F/K/A RGB Computer & Video, Inc. (the "Company")
     was  incorporated  in Florida in July 1989 under the name  RGB  Sales  and
     Marketing, Inc.  In 1993, the Company completed an initial public offering
     of  common stock.  The Company was principally engaged in the development,
     sale, marketing and assembling of computer based editing systems until the
     merger with  Saf T Lok Corporation in February 1996 (See Note 17).

     Saf  T  Lok Corporation was organized to design, develop, manufacture  and
     market  a patented and proprietary combination lock for firearms known  as
     the Saf T Lok (TM).  The initial production of the Saf T Lok (TM) products
     is  designed  to  prevent  the  unauthorized use  of  firearms,  including
     unintentional   discharge   by  children  or  intentional   discharge   by
     assailants.  The management of the Company intends to focus the  Company's
     resources on marketing and developing the Saf T Lok (TM) products  due  to
     management's   positive   expectation  of  the  performance   and   future
     profitability of these products.  Furthermore, as a direct result  of  the
     Company's   historical  operating  losses  and  lack  of  competitiveness,
     management has discontinued its old business.
                                       9
<PAGE>
                    SAF T LOK INCORPORATED AND SUBSIDIARIES
                       F/K/A RGB COMPUTER & VIDEO, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995


NOTE  2 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
          (CONTINUED)

     B.  Principles of consolidation

     The accompanying consolidated financial statements include the accounts of
     the  Company and its 100%  wholly owned subsidiaries, RGB Video, Inc.  and
     Saf  T  Lok,  Inc.  All material intercompany transactions,  accounts  and
     profits have been eliminated.

     C.  Revenue recognition

     The Company recognizes revenue when products are sold and shipped.

     D.  Statement of cash flows

     For   purposes  of  this  statement,  the  Company  considers  all  liquid
     investments purchased an original maturity of three months or less  to  be
     cash equivalents.

     E.  Securities, available for sale

     Securities  consisted  of long term corporate bonds which  management  had
     classified as available for sale in accordance with FASB Statement No. 115
     as  of  December 31, 1995.  These securities were stated at  market  value
     which approximated cost.

     F.  Inventories

     Inventories  are stated at the lower of cost, determined  on  a  first-in,
     first-out basis, or market, whichever is less.

     G.  Property and Equipment

     Property  and equipment are stated at cost.  Depreciation is  provided  on
     accelerated and straight-line methods over the estimated useful  lives  of
     the respective assets.  Maintenance and repairs are charged to expense  as
     incurred;


                                      10
<PAGE>
                    SAF T LOK INCORPORATED AND SUBSIDIARIES
                       F/K/A RGB COMPUTER & VIDEO, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995


NOTE  2 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
          (CONTINUED)

     major renewals and betterments are capitalized.  When items of property or
     equipment   are  sold  or  retired,  the  related  cost  and   accumulated
     depreciation  are  removed from the accounts  and  any  gain  or  loss  is
     included in the results of operations.
                                                 Years
          Furniture and fixtures                 7 - 10
          Automobile                               5
          Equipment                              3 - 10
          Leasehold improvements                 1 - 2
          Software                               3 - 5

     H.  Income Taxes

     Deferred  income taxes are provided on a liability method whereby deferred
     tax  assets  are  recognized  for  deductible  temporary  differences  and
     operating  loss and tax credit carryforwards and deferred tax  liabilities
     are  recognized for taxable temporary differences.  Temporary  differences
     are the differences between the reported amounts of assets and liabilities
     and  their  tax  bases.  Deferred tax assets are reduced  by  a  valuation
     allowance when, in the opinion of management, it is more likely  than  not
     that  some portion or all of the deferred tax assets will not be realized.
     Deferred  tax  assets  and liabilities are adjusted  for  the  effects  of
     changes in tax laws and rates on the date of enactment.

     I.  Loss Per Common Share

     Loss  per  common share is calculated by dividing net loss by the weighted
     average number of common shares outstanding.  Warrants, stock options, and
     underwriter's options are antidilutive.






                                      11
<PAGE>
                    SAF T LOK INCORPORATED AND SUBSIDIARIES
                       F/K/A RGB COMPUTER & VIDEO, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995

NOTE  2 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
          (CONTINUED)

     J.  Significant Concentration of Credit Risk

     The  Company  had  concentrated its credit risk for  cash  by  maintaining
     deposits in banks located within the same geographic region.  The  maximum
     loss that would have resulted from risk totalled $5,000 and $52,923 as  of
     December  31,  1996  and  1995 for the excess of the  deposit  liabilities
     reported  by  the banks over the amounts that would have been  covered  by
     federal insurance.

     K.  Discontinued Operations

     The  Company  experienced a substantial drop in sales in  1996  and  1995.
     This  is  largely the result of the discontinuation of production  of  the
     Amiga Computer by Commodore Electronics Ltd. after claiming insolvency  in
     May 1994 and the decision
     by the Company's management to discontinue these operations and acquire  a
     company  in another line of business that would provide better  long  term
     prospects.   In February 1996, the Company acquired Saf T Lok  Corporation
     as described in Note 17.  As of December 31, 1996, all remaining inventory
     from  the  discontinued  operations and related  fixed  assets  have  been
     written off and included in discontinued operations.

     L.  Reclassification of Financial Statement Presentation

     Certain  reclassifications have been made to the 1995 financial  statement
     presentation to conform to 1996.  Such reclassifications had no effect  on
     net loss as previously reported.

NOTE  3 - CASH AND CASH EQUIVALENTS

     Cash  and cash equivalents comprised the following as of December 31, 1996
     and 1995:
                              1996     1995
     Cash in Banks          $88,956  $  119,638
     Treasury Bills               -   1,844,907
     Money Market Funds           -      16,672
                            $88,956  $1,981,217

                                      12
<PAGE>
                    SAF T LOK INCORPORATED AND SUBSIDIARIES
                       F/K/A RGB COMPUTER & VIDEO, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995


NOTE  4 - SECURITIES AVAILABLE FOR SALE

     Securities  available  for  sale consisted of  long-term  corporate  bonds
     maturing in April 2022.  Since fair value approximated the amortized  cost
     of these debt securities, no unrealized gains or losses are reflected as a
     component  of shareholders' equity as required by the Financial Accounting
     Standards Board Statement No. 115.


NOTE  5 - INVENTORIES

     Inventories  are comprised of the following as of December  31,  1996  and
     1995:
                                   1996     1995
     Raw Materials and
      Furnished goods            $466,680 $282,471


NOTE  6 - PROPERTY AND EQUIPMENT

     Property  and  equipment is comprised of the following as of December  31,
     1996 and 1995:

                                    1996    1995


     Equipment                   $373,344 $640,522
     Furniture and fixtures        52,997  109,210
     Automobile                    34,000   28,914
     Tools and dies               762,560        -
     Software                      37,214   48,340
     Leasehold improvements        11,436        -
                                1,271,551  826,986

     Less accumulated
      depreciation                339,523  418,159

                                $ 932,028 $408,827




                                      13
<PAGE>
                    SAF T LOK INCORPORATED AND SUBSIDIARIES
                       F/K/A RGB COMPUTER & VIDEO, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995


NOTE  6 - PROPERTY AND EQUIPMENT  (CONTINUED)

     Due  to  the  scaling back of operations and the obsolescence  of  certain
     equipment,  an  impairment loss derived by measuring  the  excess  of  the
     carrying  amount of the assets over the fair value of the assets,  $25,666
     was  recognized  in  1995, as required by Financial  Accounting  Standards
     Board Statement No. 121.

     On  May 1, 1995, the Company sold the former president's home for $262,000
     whereby the Company realized a gain of $25,863.


NOTE  7 - SOFTWARE DEVELOPMENT COSTS

     During  1995,  $23,840 of software development costs were amortized.   The
     remaining  balance  of  $49,483 was expensed  as  an  impairment  loss  in
     accordance with FASB Statement No. 121.  These software development  costs
     were not expected to produce positive cash flows in the future.


NOTE  8 - LICENSE ARRANGEMENT

     During  1993 and 1992, the Company entered into agreements for the use  of
     certain  technology in assembling computer circuit boards for its systems.
     These agreements required one time fixed payments and royalties to be paid
     for  each  circuit  board assembled.  Royalty expense  relating  to  these
     agreements was $-0- and $103,607 in 1996 and 1995, respectively.


NOTE  9 - LOANS RECEIVABLE

     Loans receivable consisted of a promissory note due from Opal Technologies
     ("Opal").  The note had an original interest rate of eight percent and  an
     annual  interest  rate  of eighteen percent after the  note  becomes  due.
     However,  no  interest had been accrued due to the  fact  that  it  seemed
     doubtful that the interest would be received.

                                      14
<PAGE>

                    SAF T LOK INCORPORATED AND SUBSIDIARIES
                       F/K/A RGB COMPUTER & VIDEO, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995


NOTE  9 - LOANS RECEIVABLE (CONTINUED)

     Although the Company continued to aggressively try to collect on the  note
     receivable  from Opal, the ability to collect seemed doubtful.  Therefore,
     the note has been written off to bad debt expense as of December 31, 1995.
     In  1996, the Company located the principals of Opal and renegotiated  the
     note  receivable calling for total payments of $248,000 including interest
     over  a  five year period.  The Company will recognize income as  payments
     are received.

     Pursuant  to  a  settlement  agreement dated  September  27,  1995,  Pride
     Integrated  Services, Inc. agreed to pay the Company  $310,000,  including
     interest  over  a ten year period with the payments beginning  in  October
     1995.   The  settlement resulted from a suit filed by the Company  against
     Pride  Integrated  Services,  Inc. in October,  1993,  alleging  copyright
     infringement  and misappropriation of trade secrets.  The note  receivable
     was  discounted as required by Accounting Principle Bulletin No. 21  using
     an  8% imputed interest rate.  The discount on the note equaled $93,024 as
     of  December 31, 1995.  The balance of the note receivable net of discount
     is $199,842 and $213,976, as of December 31, 1996 and 1995, respectively.


NOTE 10 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

     Accounts payable and accrued expenses are comprised of the following as of
     December 31, 1996 and 1995:

                                        1996      1995

          Accounts payable            $714,215 $ 51,252
          Royalties payable                  -  101,547
          Accrued payroll and
           payroll taxes               122,187        -
          Other                              -    1,011
                                      $836,402 $153,810




                                      15
<PAGE>
                    SAF T LOK INCORPORATED AND SUBSIDIARIES
                       F/K/A RGB COMPUTER & VIDEO, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995



NOTE 11 - NOTES PAYABLE

                                         1996       1995

     Note Payable - Bank
      collateralized by
      an automobile, payable
      in monthly installments
      of $549 including interest
      at 8% due October 25, 1998     $   11,201  $          -

     Note Payable - shareholder,
      collateralized by patents,
      payable in monthly
      installments of $3,738
      including interest at 7%, due
      March 1999                        114,213             -

          Total Long-Term Debt          125,414             -
          Current Portion                67,353             -

          Total Long-Term Debt, net
           of Current Portion        $   58,061   $         -


The aggregate amount of long-term debt maturing in each of the next three years
subsequent to December 31, 1996 is as follows:

                        1996          $ 67,353
                        1997            47,752
                        1998            10,309

                                      $125,414


NOTE 12 - INCOME TAXES

     The  components of the provision (benefit) for income taxes for the  years
     ended December 31, 1996 and 1995 are comprised of the following:


                                      16
<PAGE>
                    SAF T LOK INCORPORATED AND SUBSIDIARIES
                       F/K/A RGB COMPUTER & VIDEO, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995


NOTE 12 - INCOME TAXES  (CONTINUED)



                                   1996       1995

          Current:
             Federal             $      -  $       -
             State                      -          -
                                        -          -
          Deferred:
             Federal                    -          -
             State                      -          -
                                        -          -
                                 $      -  $       -

          The components of the net deferred tax assets and liabilities and the
          related tax effects as of December 31, 1996 and 1995 are comprised of
          the following:

                                    1996       1995

          Deferred tax assets:
             Inventories         $       -  $   34,748
             Loss carryforwards  2,640,000   1,520,899
                                 2,640,000   1,555,647
          Less valuation
           allowance             2,640,000   1,530,647
                                         -      25,000

          Deferred tax
           liabilities:
             Property and
              equipment                  -      25,000


          Net deferred tax
           liability             $       -  $        -





                                      17
<PAGE>
                    SAF T LOK INCORPORATED AND SUBSIDIARIES
                       F/K/A RGB COMPUTER & VIDEO, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995



NOTE 12 - INCOME TAXES  (CONTINUED)

     The  following  table  summarizes the differences  between  the  Company's
     statutory  federal  income  tax provisions and  the  reported  income  tax
     provision for the years ended December 31, 1996 and 1995:

                                     1996       1995

          Provision (benefit) at
           statutory rate         $(1,100,000) $(405,624)
          Effect of income taxes
           at lower rate               12,000     11,589
          State income taxes, net
           of federal benefit               -          -
          Utilization of net
           operating loss carry-
           forwards                         -          -
          Valuation allowance       1,088,000    388,734
          Other                                    5,301

                                   $        -  $       -

     As  of  December  31,  1996 and 1995, the Company had net  operating  loss
     carryforwards  subject to Code Section 382 limitations  of  $4,345,426  to
     offset future taxable income.  These carryforwards expire in 2009.


NOTE 13 - SHAREHOLDERS' EQUITY

     Increase in Authorized Shares and Change in Par Value

     On July 18, 1996, the shareholders of the Company approved the increase of
     the  number of shares authorized from 10,000,000 to 20,000,000 and changed
     the  par  value  from  no  par value to $.01 per share.  The  Company  has
     retroactively adjusted the 1995 financial statements for the change in par
     value.



                                      18
<PAGE>
                    SAF T LOK INCORPORATED AND SUBSIDIARIES
                       F/K/A RGB COMPUTER & VIDEO, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995

NOTE 13 - SHAREHOLDERS' EQUITY  (CONTINUED)

     Stock Options, Issuances  and Contributions

     In  March 1993, the Company established a stock option plan for employees,
     consultants  and directors for 150,000 shares of common stock.   The  plan
     provides  for  an  automatic grant of options  for  5,000  shares  vesting
     semiannually for one year to each nonemployee director provided  that  the
     director is still serving as a director on the vesting date.

     The  exercise price of all options granted under the plan must be at least
     equal  to the fair market value of the shares of common stock on the  date
     of the grant.  The exercise price for any participant possessing more than
     10%  of  the  voting power of the Company's outstanding common stock  must
     equal  at  least 110% of the fair market value on the grant date.   As  of
     December 31, 1996, no shares have been issued under this plan.

     Prior  to  1996,  the Company issued warrants to Barington Capital  Group,
     L.P.,  the  Company's  underwriter  in its  initial  public  offering,  to
     purchase 120,000 shares of the Company's common stock at an exercise price
     of $2.00.  These warrants are outstanding as of December 31, 1996.

     In    October   1996,   the   Company   issued   warrants   to   a   major
     shareholder/officer at an exercise price of $7.50 per share.

     In  October  1996, one of the major shareholders/officer  of  the  Company
     contributed $200,000.

     In February 1997, the Company issued options to purchase 812,500 shares of
     the  Company's  common stock at an exercise price of $2.50  per  share  to
     various individuals and a law firm for consulting and other services.

     In  April  1997,  effective, December 31, 1996, the Company  sold  129,032
     shares  of the Company's common stock to the major shareholder/officer  of
     the Company for $400,000 or $3.10 per share.

     See Note 17 for additional stock options.

                                      19
<PAGE>
                    SAF T LOK INCORPORATED AND SUBSIDIARIES
                       F/K/A RGB COMPUTER & VIDEO, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995


NOTE 14 - LEASING ARRANGEMENTS

     Capital Leases

     The  Company  leases office and computer hardware equipment  under  leases
     accounted for as capital leases as follows:

                                         1996        1995

          Leased equipment            $ 77,501   $ 105,030
           Less accumulated
            amortization               (67,624)    (73,458)

                                      $  9,877   $  31,572

     Interest  expense on capital leases for the years ended December 31,  1996
     and 1995 was $1,306 and $10,583, respectively.

     Operating Leases

     In  February  1996, the Company entered into a three year  lease  for  its
     operating  facility.   The Company is required to pay  $144,000  over  the
     three  year period.  The Agreement also provided for a renewal option  for
     three years at a base rent totalling $166,830.  The following are the  net
     future minimum rental payments required under this operating lease  as  of
     December 31, 1996:

                    1997          $ 48,000
                    1998            50,400

                                  $ 98,400


     The  total rent expense charged to operations was $61,069 and $49,552  for
     the years ending December 31, 1996 and 1995, respectively.





                                      20
<PAGE>
                    SAF T LOK INCORPORATED AND SUBSIDIARIES
                       F/K/A RGB COMPUTER & VIDEO, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995



NOTE 15 - RELATED PARTY TRANSACTIONS

     Loans Receivable (officers) as of December 31, 1995 was  $18,100 which was
     due  from  the former Chairman and Chief Executive Officer of the  Company
     and his wife.  In 1996, these loans were repaid.

     The  Company  paid  $31,000 in consulting fees to  Mark  Golden  in  1995.
     During  1995, Mark Golden was an officer, director and shareholder of  the
     Company.

     A  relative of certain shareholders and officers is paid $200 a month  for
     janitorial  services and was also paid for various repair and  maintenance
     work that did not exceed $10,000 during 1996 and 1995.


NOTE 16 - LITIGATION

     On  April  3,  1996, the Company settled a lawsuit filed in  October  1995
     against  the  Company  and  two of its directors  and  largest  individual
     shareholders,  Robert  and  Cynthia Gilbert, by Barington  Capital  Group,
     L.P.("Barington")  by and through its general partner, LNA  Capital  Corp.
     Barington was the Company's underwriter in its initial public offering. In
     1996,  Barington  settled the lawsuit for 20,000 shares of  the  Company's
     restricted common stock.


     The  Company and the current Chief Executive Officer are being sued by the
     former  Chief  Executive Officer for liable and slander arising  from  the
     appointment  and termination of the former Chief Executive  Officer.   The
     Company is being represented by an Insurance Company.  The case is in  its
     initial  stages and the Company does not anticipate a material  effect  on
     the financial statements.

     The  Company  is being sued for alleged breach of contract for engineering
     service.   The  case  is in the initial stages and the  Company  does  not
     anticipate a material effect on the financial statements.

                                      21
<PAGE>
                    SAF T LOK INCORPORATED AND SUBSIDIARIES
                       F/K/A RGB COMPUTER & VIDEO, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995


NOTE 17 - BUSINESS COMBINATION

     As  of  February 13, 1996, a newly formed 100% wholly owned subsidiary  of
     the  Company,  Sphere  Enterprises,  Inc.,  was  merged  with  Saf  T  Lok
     Corporation,  a Florida corporation, with the subsidiary continuing  under
     the name of Saf T Lok
     Corporation.  The merger was achieved by converting all of the outstanding
     shares  of  Saf  T Lok Corporation into 2,238,957 shares of  the  Company,
     thereby allowing the original shareholders of RGB to own approximately 60%
     of  the  combined  entity after the merger with a total number  of  shares
     outstanding  after the merger of approximately 5.6 million shares.   Also,
     in  connection  with  the  merger, the Company  issued  performance  stock
     options for 1,000,000 shares to Frank Brooks and 600,000 shares to  Robert
     Gilbert  at an exercise price of $2 per share.  The options will  vest  if
     the  performance standards are reached at a rate of 1/3 annually beginning
     January 1, 1997 with the last third vesting January 1, 1999.  In order  to
     calculate  the  amount  of shares that will vest  each  year,  the  annual
     maximum  as  stated above is multiplied by a fraction,  the  numerator  of
     which  is  STL's  net  income as determined in accordance  with  generally
     accepted  accounting  principles  consistently  applied  before  interest,
     taxes, depreciation and amortization less the low earnings target for each
     year  and  the  denominator  of  which  is  the  difference  obtained   by
     subtracting  the low earnings target for any year from the  high  earnings
     target for such year as set forth in the schedule below:

              Year     Low Earnings Target   High Earnings Target
              1996       $ 2,500,000           $ 4,500,000
              1997         4,000,000             7,500,000
              1998         8,000,000            15,000,000









                                      22
<PAGE>
                    SAF T LOK INCORPORATED AND SUBSIDIARIES
                       F/K/A RGB COMPUTER & VIDEO, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995




NOTE 17 - BUSINESS COMBINATION  (CONTINUED)

     In  the  event  that options with respect to the full one  million  shares
     awarded  Frank Brooks and 600,000 shares awarded Robert Gilbert  have  not
     vested  by  January 1, 1999, the remaining options will vest  based  on  a
     fraction  derived from the amount by which Saf T Lok's aggregate  earnings
     from  1996 through 1998 exceed $14,500,000 which is the total of  the  low
     earnings target.



NOTE 18 - SUBSEQUENT EVENT


     On April 9, 1997, the Company issued to two former employees 30,000 shares
     of the Company's common stock for services rendered.



                                      23