The Following Items were the subject of a 
                                    Form 12b-25 and are included herein: 6 and 7



                                 FORM 10-KSB/A

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                  For the fiscal year ended November 30, 1995

                        Commission file number 0-24256

                        ENHANCED SERVICES COMPANY, INC.
                        -------------------------------
                      (Name of Registrant in its charter)

               Colorado                                    84-1075908 
--------------------------------------           -------------------------------
(State or other jurisdiction                     (I.R.S. Employer Identification
of incorporation or organization)                   Number)


16000 Barkers Point Lane, Houston, TX          77079          (713) 556-5051
----------------------------------------    -----------    ---------------------
(Address of principal executive offices)    (Zip Code)      (Registrant's 
                                                               telephone number)



Securities registered pursuant to Section 12(b) of the Act:    None

Securities registered pursuant to Section 12(g) of the Act:  Common Stock, 
$.001 par value

        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 reports), and (2) has been subject to 
such filing requirements for the past 90 days.  Yes     X       No          
                                                    ----------     ---------

        The Registrant's revenues for the fiscal year ended November 30, 1995 
were $6,210,996

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

        As of February 12, 1996, the aggregate market value of the Common 
Stock of the Registrant held by non-affiliates of the Registrant was $975,579.
As of February 12, 1996, 5,218,928 shares of $.001 par value Common Stock of 
the Registrant were outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

None.



<PAGE>



Item 6. Management's Discussion and Analysis of Financial Condition and
        Results of Operation

Overview
--------

     Enhanced Services Company, Inc. (the "Company" or "ESC") provides
upgrade, repair and maintenance and asset management services for portable
computers (hardware services) as well as multimedia presentation
development, processing and deployment for sales, marketing, training,
industrial and promotional applications (customized software).  See Part I,
Item 1, "Description of Business," for more information regarding the
Company's  operations.

Consolidated Results of Operations
----------------------------------

     During 1995, the Company, on a consolidated basis, incurred a net loss
of $460,634 as compared to a net income of $504,756 for 1994, a negative
change in profitability of $965,390.  (References to 1994 and 1995 herein
are to the fiscal years ended November 30 of the year.)  Overall,
consolidated sales increased from $3,445,526 to $6,210,996, an increase of
$2,765,470, or 80%.  Cost of sales, exclusive of depreciation and salaries,
increased from $1,546,085 to $2,790,515, an increase of $1,244,430, or 80%. 
Gross profit margins were nearly identical in both years and approximated
55%.

     Operating expenses increased from $1,170,221 in 1994 to $3,860,285 in
1995, an increase of $2,690,064, or 230%.  Salaries increased from $621,241
in 1994 to $1,706,275, an increase of $1,085,034, or 175%.  Bad debts
increased from virtually none in 1994 to $123,327 in 1995.  Depreciation
increased from $35,420 in 1994 to $180,405 in 1995, an increase of $144,985, or
409%.  Advertising expenses increased from $139,799 in 1994 to $182,412 in
1995, an increase of $42,613, or 30%.  Rent increased from $55,170 in 1994
to $117,035 in 1995, an increase of $61,865, or 112%.  Amortization of
goodwill during 1995 was $78,926 related to the acquisition of NB
Engineering, Inc. which was effective as of May 31, 1995.  Since this
acquisition was consummated in 1995, as discussed below, there was no
amortization of goodwill in 1994.  All other operating expenses increased
from $318,591 in 1994 to $1,471,905 in 1995, an increase of $1,153,314, or
362%.  As can be seen by the significant changes in operating expenses from
1994 to 1995, operations of the Company were not very comparable in the two
years.  Several factors as described below, contributed to the significant
changes from 1994 to 1995.

     a.   Operations of LSI

     The following is a summary of LSI's results of operations for 1995 and
1994:

                                     1995             1994       Change (%)
                                     ----             ----       ----------

Sales                              $4,509,332      $3,445,526        31%

Cost of sales (exclusive of 
depreciation and salaries)          2,058,632       1,546,085        33%
                                   ----------       ---------

Gross Profit                        2,466,374       1,899,441        30%

Operating expenses                  2,149,186       1,170,221        84%
                                   ----------

Net Income, before income taxes    $  317,188      $  753,893       (57%)
                                   ==========      ==========



                                      -2-



<PAGE>



     Salaries in 1994 amounted to $621,241 as compared to $982,482 in
fiscal 1995, an increase of $361,241, or %51.  Salary increases are partly
due to increased volume of business, but also due to more repair services -
which are more labor intensive than upgrade services - being performed in
fiscal 1995 than in 1994 and to hirings in anticipation of increased volume
which developed more slowly and less than anticipated.  Other expenses
contributing to increased operating costs included increases in information
management service costs, legal and accounting fees, payroll taxes,
insurance costs, travel, telephone and other general and administrative
expenses.  

     In comparing the results of operations for 1995 to 1994, as well as
comparing the results of operations for the various quarters during 1995, it is
important to note the change in sources of LSI's revenue.  During 1995, LSI
encountered significantly more competition in providing enhancement and
upgrade services to several computer manufacturers than in 1994, when it was a
more significant supplier of such services to such customers. While the number
of units processed by the Company in its upgrade and enhancement services
remained relatively stable in 1995 compared with 1994, profit decreased as the
average revenue per unit serviced declined. LSI provided more warranty services
for various manufacturers with lower profitability due to the more labor
intensive requirements. In 1995, there were significantly more transactions
requiring significantly more management and administrative staff to support
upgrade, enhancement and warranty services than in 1994. Further, during 1995,
due to lack of controls over the return of certain warranty parts to
manufacturers, LSI incurred a loss of approximately $100,000 when used or
damaged parts were not returned as required. Management is in the process of
implementing new control procedures to eliminate this problem. There can be no
assurance that its efforts will be successful.

     While management believes that LSI can continue to remain profitable,
it is likely that to achieve profits similar to prior years will require
greater volume than was required in the past, and there can be
no assurance that LSI will be able to achieve such volume.  LSI has
recently received a contract from an international computer manufacturer to
provide integration services, storage, receiving, shipment and asset
management for certain portable computers, as directed by the manufacturer,
for a fixed monthly fee.  

     b.    Formation and Operations of Laptop Solutions, Inc. of California

     During 1995, the Company formed Laptop Solutions, Inc. ("LCA"), a
wholly-owned subsidiary, to perform upgrade and repair services for
portable computers on the west coast.  This entity was formed to provide
similar services as LSI, also a wholly-owned subsidiary.  LSI's
headquarters are in Houston, and it also has a branch located in New
Jersey.  

     LCA's results of operations for 1995 are summarized as follows:

     Sales                                           $ 164,286

     Cost of sales (exclusive of
     depreciation and salaries)                         55,115
                                                   -----------

     Gross Profit                                      109,171

     Operating expenses                                267,548
                                                   -----------

     Net Loss                                       $ (158,377)
                                                   ===========

     The factors relating to LSI's business in 1995 discussed above
generally also apply to LCA.  Management continues to believe that a
presence in the west coast market is a prudent investment in the future of
the Company.  The Company is currently in the process of replacing
management at LCA and believes that new management, better controls and
better marketing efforts should lead to future profitability of LCA,
although there can be no assurance that it will be attained.



                                    -3-



<PAGE>



     c.    Acquisition and Operations of NB Engineering, Inc.

     The Company entered into the custom digital video compression and
engineering services businesses through the acquisition of NB Engineering,
Inc. The Company's consolidated results of operations for 1995
include the results of operations of the acquired operations ("NBE") from 
May 31, 1995, the date of acquisition, through November 30, 1995.  NBE's 
results of operations for the six month period then ended are summarized 
as follows:

     Sales                                         $1,471,298

     Cost of sales (exclusive of
     depreciation and salaries)                       676,768
                                                   ----------

     Gross Profit                                     794,530

     Operating expenses                             1,261,303
                                                   ----------

     Net Loss                                      $ (466,773)
                                                   ==========

     Of the $1,085,034 increase in salaries in the consolidated financial
statements described above, $581,553 were attributable to the NBE
acquisition.  The consolidated bad debt provision of $123,327 was
principally attributable to NBE.  NBE's bad debt provisions relate
principally to two contract engagements that resulted in disagreements with
results of NBE's performance and/or ownership rights of the product being
developed.  The net loss of $466,773 of NBE plus the amortization of the
NBE goodwill of $78,926 total $545,699.  Inasmuch as the total consolidated
net loss of the Company in 1995 was $460,634, the net income before tax
considerations of LSI and LSICA in 1995 totalled $85,065.  See the
discussion of LSI and LCA elsewhere in this Management Discussion.  

     While management believes that certain steps now being taken with the
operations and direction of NBE should result in a turn around in NBE's
profitability, there can be no assurance that results will improve. 
Management estimates that NBE had continuing losses of approximately
$195,000 during the three month period ended February 29, 1996.  It
believes that there is a reasonable possibility that NBE may have break-
even operating results during the quarter ending May 31, 1996 due to
existing sales orders and commitments and potential additional sales which
are now pending or in a proposal stage.  However, there can be no assurance
that NBE will become profitable.  Management believes that, if NBE's
performance becomes profitable soon enough, the digital video compression
business and other business services provided by NBE are the basis for
potential increased revenue and operating profits in the future, but
there can be no assurances that new revenues or any profitability will be
achieved.

     d.    Acquisition of Office Building in Houston, Texas

     During 1995, the Company acquired an office building in Houston,
Texas.  ESC and LSI use a portion of the building for their offices and as
warehouse facilities.  Certain additional office space is leased to other
tenants.  There is currently an approximately 35% vacancy rate in the
building.  Management believes that the Company was able to acquire this
property and its improvements at less than its market value, and it
believes that it will prove to be a good long-term investment.  The
approximate annual cost to own and operate the building, after rental
income received at current occupancy rates, is estimated to be between
$40,000 and $60,000, including depreciation of approximately $15,000 per
year.  Had the Company not acquired this building and continued renting
facilities in Texas, it is estimated that the rental costs would not be
materially different than the net operating costs of the building, and that
if the occupancy can be increased it will result in a savings to the
Company as well as the opportunity for possible appreciation in the value
of the property.  While management believes that this is likely over a
period of time, there can be no assurance that it will.



                                  -4-



<PAGE>



Liquidity and Capital Resources
-------------------------------

     The Company's working capital decreased from $1,463,095 as of November
30, 1994 to $679,252 as of November 30, 1995, a decrease of $783,843, or
54%.  It issued common stock for cash totalling $293,750, which added to
its working capital.  Principal causes of the decrease in working capital
included the Company's loss from operations in 1995 of $460,634, which was
primarily related to the operations of NBE, and also included working
capital of approximately $150,000 invested in the office building in
Houston.  Management believes that its current working capital, together
with a $500,000 line of credit, secured by the Company's inventory and
accounts receivable, which it obtained subsequent to November 30, 1995
(against which $250,000 has been borrowed), should be sufficient to finance
its operations during its fiscal year ending November 30, 1996.  The
Company is required to make monthly payments of interest only, at the
annual rate equal to 2% in excess of the prime rate published by the Wall
Street Journal, until January 19, 1997, at which time the full principal
amount plus any accrued and unpaid interest thereon is due.  The loan may
be prepaid in full, without penalty, on or before the maturity date.  The
Company is also considering the sale of certain equipment owned by NBE to
generate additional working capital for NBE.  

Item 7. Financial Statements

        Financial statements and supplementary data required pursuant to
this item are presented on pages F-1 through F-13.

     All schedules are omitted since the required information is not
present or is not in amounts sufficient to require submission of the
schedule, or because the information required is included in the financial
statements and notes thereto.



                                    -5-



<PAGE>



                                   SIGNATURES


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

                                                ENHANCED SERVICES COMPANY, INC.
                                                  (Registrant)


     Date: March 13, 1996                       By/s/ Kenneth M. Duckman
                                                  ------------------------------
                                                  Kenneth M. Duckman, President
                                                    and Chief Executive Officer



     Date: March 13, 1996                       By/s/ Robert Smith
                                                  ------------------------------
                                                  Robert Smith, Chief 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 
registrant and in the capacities and on the dates indicated.


     Date:  March 13, 1996                      /s/ Kenneth M. Duckman
                                                --------------------------------
                                                Kenneth M. Duckman, Director 



     Date:  March -, 1996                     
                                                --------------------------------
                                                Michael Bernard, Director



     Date:  March -, 1996                     
                                                --------------------------------
                                                John Meaney, Director



     Date:  March 13, 1996                      /s/ Bertram Pariser
                                                --------------------------------
                                                Dr. Bertram Pariser, Director 



     Date:  March 13, 1996                      /s/ Ralph LaBarge  
                                                --------------------------------
                                                Ralph LaBarge, Director 



                                    -6-


<PAGE>



















                      ENHANCED SERVICES COMPANY, INC.
                      -------------------------------
                       AND CONSOLIDATED SUBSIDIARIES
                       -----------------------------



                     CONSOLIDATED FINANCIAL STATEMENTS

                                    and

             REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

                         November 30, 1995 and 1994

































                                    F-1



<PAGE>



       ENHANCED SERVICES COMPANY, INC. AND CONSOLIDATED SUBSIDIARIES
       -------------------------------------------------------------

                         November 30, 1995 and 1994

                             Table of Contents

                                                                 Page
                                                                 ----
    
     Report of Independent Certified Public Accountants          F-3
        
     Consolidated Financial Statements:
    
          Consolidated Balance Sheet                             F-4
    
          Consolidated Statements of Operations                  F-5
    
          Consolidated Statement of Changes in Stockholders'
            Equity                                               F-6 

          Consolidated Statements of Cash Flows                  F-7
    
          Notes to Consolidated Financial Statements             F-8



                                    F-2



<PAGE>



             REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
             --------------------------------------------------



The Board of Directors
Enhanced Services Company, Inc.


We have audited the consolidated balance sheet of Enhanced Services
Company, Inc. and Consolidated Subsidiaries as of November 30, 1995 and
related consolidated statements of operations, changes in stockholders'
equity and cash flows for the two years ended November 30, 1995 and 1994. 
These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform an audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our 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
Enhanced Services Company, Inc. and Consolidated Subsidiaries as of
November 30, 1995 and the results of its operations, its changes in
stockholders' equity and its cash flows for the two years ended November
30, 1995 and 1994 in conformity with generally accepted accounting
principles.
 


                                       /s/ Schumacher & Associates, Inc.
                                       --------------------------------- 
 
                                       Schumacher & Associates, Inc.
                                       Certified Public Accountants
                                       12835 E. Arapahoe Road
                                       Tower II, Suite 110
                                       Englewood, CO 80112



March 3, 1996



                                    F-3



<PAGE>



       ENHANCED SERVICES COMPANY, INC. AND CONSOLIDATED SUBSIDIARIES
       -------------------------------------------------------------
                               BALANCE SHEET
                             November 30, 1995

Current Assets
     Cash in bank                                      $   355,138 
     Inventory                                             622,165 
     Income tax refund receivable                          128,200 
     Accounts receivable, net of allowance
       for doubtful accounts of $156,176                   685,824 
     Other current assets                                   53,491 
                                                       -----------
       Total Current Assets                              1,844,818 

Property and equipment, net of accumulated
  depreciation of $252,986 (Notes 2 and 7)               1,430,230 
Goodwill net of accumulated amortization
  of $78,926 (Note 3)                                    1,026,001 
Other assets                                                83,213 
                                                       -----------

Total Assets                                           $ 4,384,262 
                                                       ===========

                    LIABILITIES AND STOCKHOLDERS' EQUITY
                    ------------------------------------

Current Liabilities
     Accounts payable and accrued expenses             $ 1,088,444 
     Notes payable, current portion (Note 7)                47,520 
     Mortgage payable, current portion (Note 7)              8,490 
     Other current liabilities                              21,112 
                                                       -----------
                                                                
       Total Current Liabilities                         1,165,566 

Notes payable, net of current portion (Note 7)              67,488 
Mortgage payable, net of current portion (Note 7)          611,807 
Other liabilities                                           14,693 
                                                       -----------
                                                                
     Total Liabilities                                   1,859,554 
                                                       -----------
 

Commitments (Notes 3,4,5,6,7 and 9)                              - 

Stockholders' Equity:
     Preferred stock - $.001 par value
       5,000,000 shares authorized, none
       issued and outstanding                                    - 
     Common stock - $.001 par value,
       15,000,000 shares authorized; 
       5,068,928 shares issued and
       outstanding                                           5,069 
     Additional paid-in capital                          2,124,884 
     Retained earnings                                     394,755 
                                                       -----------
                                                                
     Total Stockholders' Equity                          2,524,708 
                                                       -----------
                                                                

Total Liabilities and Stockholders' Equity             $ 4,384,262 
                                                       ===========
 

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



                                    F-4



<PAGE>



       ENHANCED SERVICES COMPANY, INC. AND CONSOLIDATED SUBSIDIARIES
       -------------------------------------------------------------

                   CONSOLIDATED STATEMENTS OF OPERATIONS
                      For the Years Ended November 30


                                          1995            1994     
                                      ----------     -----------
Revenue:
   Sales                              $6,210,996     $ 3,445,526 
   Cost of sales (exclusive
     of depreciation and salaries
     shown separately below)           2,790,515       1,546,085 
                                      ----------     -----------
      Gross Profit                     3,420,481       1,899,441 
                                      ----------     -----------

Operating Expenses
   Salaries                            1,706,275         621,241 
   Bad debts                             123,327               - 
   Advertising                           182,412         139,799 
   Rent                                  117,035          55,170 
   Amortization of goodwill               78,926               - 
   Depreciation                          180,405          35,420 
   Other operating expenses            1,471,905         318,591 
                                      ----------     -----------
     Total Operating Expenses          3,860,285       1,170,221 
                                      ----------     -----------
Net Operating Income (Loss)             (439,804)        729,220 
                                      ----------     -----------

Other Income (Expenses) 
   Investment income                      20,888          25,081 
   Interest expense                      (41,718)           (408)
                                      ----------     -----------
     Total Other                         (20,830)         24,673 
                                      ----------     -----------

Net Income (Loss), Before Provision 
  for Income Taxes                      (460,634)        753,893 

Provision for Income Taxes                     -         249,137 
                                      ----------     -----------

Net Income (Loss)                     $ (460,634)    $   504,756 
                                      ==========     ===========

Net Income (Loss) per Share           $     (.10)    $       .13 
                                      ==========     ===========

Weighted Average Shares Outstanding   
                                       4,502,462       3,936,000 
                                      ==========     ===========



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



                                    F-5



<PAGE>
<TABLE><CAPTION>



                    ENHANCED SERVICES COMPANY, INC. AND CONSOLIDATED SUBSIDIARIES
                    -------------------------------------------------------------

                      CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                          From November 30, 1993 through November 30, 1995

                                                           Additional 
                                      Common Stock           Paid-in       Retained 
                                      ------------
                                   Shares       Amount       Capital       Earnings       Total    
                                 ----------   ----------    ---------     ---------    -----------
<S>                               <C>        <C>           <C>             <C>         <C>

 Balance at November 30, 1993     3,936,000  $    3,936    $   655,822     $ 350,633   $ 1,010,391
 Net income for the year ended
   November 30, 1994                      -           -              -       504,756       504,756
                                 ----------  ----------    -----------     ---------   -----------

 Balance at November 30, 1994     3,936,000       3,936        655,822       855,389     1,515,147
 Common stock issued for cash       277,332         277        293,473             -       293,750

 Common stock issued for
   acquisition of NB
   Engineering, Inc.                855,596         856      1,175,589             -     1,176,445

 Net (loss) for the year ended
   November 30, 1995                      -           -              -      (460,634)     (460,634)
                                 ----------  ----------    -----------     ---------   -----------
 Balance at November 30, 1995     5,068,928  $    5,069    $ 2,124,884     $ 394,755   $ 2,524,708
                                 ==========  ==========    ===========     =========   ===========
</TABLE>



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



                                        F-6



<PAGE>



       ENHANCED SERVICES COMPANY, INC. AND CONSOLIDATED SUBSIDIARIES
       -------------------------------------------------------------
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                      For the Years Ended November 30

                                              1995            1994   
                                         ------------    ------------

Cash Flows from Operating Activities:
   Net income (loss)                     $   (460,634)   $    504,756 
   Adjustments to reconcile net
    income to net cash used
    in operating activities
       Depreciation and amortization          259,331          35,420 
       Increase (decrease) in accounts
        payable and accrued expenses         (309,327)        236,117 
       (Increase) decrease in accounts
        receivable                            377,167        (417,162)
       (Increase) in inventory               (146,215)       (215,851)
       (Increase) in income tax refund
        receivable                           (128,200)              - 
       Increase (decrease) in
        income taxes payable                 (174,269)        149,722 
       Other, net                            (151,999)         65,826 
                                         ------------    ------------
                                                         

   Net Cash Provided by (used in)
    Operating Activities                     (734,146)        358,828 
                                         ------------    ------------
                                                         

Cash Flows from Investing Activities:
   Purchase (disposition) of
    investments                               722,717        (722,717)
   Purchases of property and
    equipment                                (288,197)        (38,343)
                                         ------------    ------------
                                                         

   Net Cash Provided by (Used
    in) Investing Activities                  434,520        (761,060)
                                         ------------    ------------
                                                         

Cash Flows from Financing Activities:
   Principal payments on notes
    and mortgages payable                     (11,695)              - 
   Common stock issued                        293,750               - 
                                         ------------    ------------
                                                         

   Net Cash Provided by Financing
    Activities                                282,055               - 
                                         ------------    ------------
                                                         

(Decrease) in Cash                            (17,571)       (402,232)

Cash, Beginning of Period                     372,709         774,941 
                                         ------------    ------------
                                                         
Cash, End of Year                        $    355,138    $    372,709 
                                         ============    ============
                                                     
Interest Paid                            $     41,718    $        408 
                                         ============    ============
                                                     
Income Taxes Paid                        $    302,469    $     99,415 
                                         ============    ============
                                                     

 
Note: In addition the Company issued 855,596 shares of its restricted
common stock for the acquisition described in note 1 plus 150,000 shares
which are to be released from escrow if certain goals are met, and it
assumed liabilities totalling approximately $1,212,000 as part of the
acquisition of NB Engineering, Inc.  Based on the results of operations of
NBE, it is apparent that NBE will not reach the required goals and that the
shares held in escrow will likely be cancelled.  

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



                                    F-7



<PAGE>



       ENHANCED SERVICES COMPANY, INC. AND CONSOLIDATED SUBSIDIARIES
       -------------------------------------------------------------

                       NOTES TO FINANCIAL STATEMENTS
                         November 30, 1995 and 1994

(1)  General
     -------

(A)  Nature of Operations
     --------------------

     Enhanced Services Company, Inc. (ESC) a Colorado Corporation, was
     incorporated in 1987.

     Laptop Solutions, Inc. (LSI), a wholly-owned subsidiary of ESC
     incorporated in Texas, installs internal hard drive, processor and
     RAM upgrades for, and repairs and customizes, laptop and notebook
     computers.

     Laptop Solutions, Inc. (LCA), a wholly-owned subsidiary of ESC
     incorporated in California, provides laptop/notebook repair and
     maintenance services, including FPD (flat panel display) subsystems
     and motherboards.

     Effective May 31, 1995, NB Engineering, Inc. (NBE), a wholly-owned
     subsidiary of ESC incorporated in Delaware,  acquired substantially
     all of the assets and ESC assumed certain liabilities of NB
     Engineering, Inc., (NB) a privately held Maryland corporation.  NBE
     provides applications development and digital video compression
     services and sells related video and networking products.  (See Note
     3).
 
     The consolidated financial statements include the accounts of ESC,
     LSI, LCA and NBE since May 31, 1995, the date of the acquisition of
     NB.  All intercompany accounts and transactions have been eliminated. 
     All references to the Company, refer to consolidated operations of
     ESC, LSI, LCA and NB.

(B)  Significant Accounting Policies
     -------------------------------

     (a)  Revenue Recognition
          -------------------

     The Company recognizes sales revenue when the service is complete and
     the customer's equipment is returned. The Company recognizes revenue
     from contract services based on the percent of completion method. 
     The Company has no long-term production or service contracts.

     (b)  Accounts Receivable
          -------------------

     Accounts receivable represents amounts due from customers for
     services performed and equipment sold.  An allowance for
     uncollectible accounts has been provided based upon past collection
     experience.



                                    F-8



<PAGE>



       ENHANCED SERVICES COMPANY, INC. AND CONSOLIDATED SUBSIDIARIES
       -------------------------------------------------------------

                  NOTES TO FINANCIAL STATEMENTS, CONTINUED
                         November 30, 1995 and 1994

(B)  Significant Accounting Policies - Continued
     -------------------------------------------

     (c)  Property and Equipment
          ----------------------

          Property and equipment are carried at cost less accumulated
          depreciation.  The Company expenses maintenance costs and
          capitalizes significant betterments.  Depreciation is provided
          over the estimated useful lives of the assets ranging from three
          to thirty-nine years using principally accelerated methods.

     (d)  Per Share Information
          ---------------------

          The per share information is presented based upon the weighted
          average number of shares outstanding.

     (e)  Inventory
          ---------

          The Company's inventory consists principally of computer parts
          and is carried at the lower of cost or market.  Cost is
          determined based on the average cost method.  No general or
          administrative costs are allocated to inventory.

     (f)  Preferred Stock
          ---------------

          The Articles of Incorporation of the Company authorize issuance
          of a maximum of 5,000,000 preferred shares and vests the Board
          of Directors with authority to divide the class of preferred
          shares into series and fix and determine the relative rights and
          preferences of the shares of any such series at a future date. 
          As of November 30, 1995 no preferred shares have been issued.

     (g)  Concentration of Credit Risk
          ----------------------------

          Financial instruments which potentially subject the Company to
          concentrations of credit risk consist primarily of accounts
          receivable and cash in a bank account of $153,155 in excess of
          the $100,000 amount insured by the Federal Deposit Insurance
          Corporation.  The Company grants credit to various business and
          entities, principally in the U.S.A.



                                    F-9



<PAGE>



       ENHANCED SERVICES COMPANY, INC. AND CONSOLIDATED SUBSIDIARIES
       -------------------------------------------------------------

                  NOTES TO FINANCIAL STATEMENTS, CONTINUED
                         November 30, 1995 and 1994

(B)  Significant Accounting Policies - Continued
     -------------------------------------------

     (h)  Cash and Cash Equivalents
          -------------------------

          Cash and cash equivalents include cash accounts in banks and
          short-term securities held with a brokerage company.

     (i)  Use of Estimates and Assumptions in the Preparation of Financial
          ----------------------------------------------------------------
          Statements
          ----------

          The preparation of financial statements in conformity with
          generally accepted accounting principles requires management to
          make estimates and assumptions that affect the reported amounts
          of assets and liabilities and disclosure of contingent assets
          and liabilities at the date of the financial statements and the
          reported amounts of revenue and expenses during the reporting
          period.  Actual results could differ from those estimates.  The
          Company, as described in note 3, is amortizing its goodwill
          related to the NB acquisition over a seven year period.  The
          assumption that the Company will recover these goodwill costs
          over a seven year period is inherent in the preparation of the
          financial statements.  The extent to which this goodwill is
          recovered in the seven years, or is recovered at all, is a
          significant contingency, the ultimate results of which cannot
          presently be determined.

(2)  Property and Equipment
     ----------------------

     As of November 30, 1995 the Company's property and equipment is
     summarized as follows:

          Office building and land            $  765,316 
          Furniture and equipment                917,900 
                                              ----------
                                               1,683,216 

          Accumulated depreciation              (252,986)
                                              ----------
                                              $1,430,230 
                                              ==========

     Depreciation is provided over the estimated useful lives of the assets
     ranging from three to seven years on furniture and equipment using
     principally accelerated methods and over 39 years on the straight-line
     method for the office building.



                                    F-10



<PAGE>



       ENHANCED SERVICES COMPANY, INC. AND CONSOLIDATED SUBSIDIARIES
       -------------------------------------------------------------

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                         November 30, 1995 and 1994

(3)  Business Combination
     --------------------

     See Note 1 of the financial statements for additional information
     related to the business combination.  The transaction was accounted
     for as a purchase by the Company.  The results of operations of NB are
     included in the income statement of the Company commencing May 31,
     1995.  The cost of this acquisition was approximately $2,440,000,
     including assumption of liabilities and issuance of the common stock.

     The following table shows the approximate allocation of the purchase
     price assets:

          Inventory                          $  152,000
          Accounts receivable                   470,000
          Property and equipment                655,000
          Goodwill                            1,105,000
          Other assets                           58,000
                                             ----------
                                             $2,440,000
                                             ==========

          Liabilities assumed                 1,212,000
          Common stock issued                 1,176,000
          Acquisition expenses incurred          52,000
                                             ----------
                                             $2,440,000
                                             ==========

     Assets and liabilities acquired or assumed were recorded at estimated
     fair value at May 31, 1995, the date of acquisition.

     The amount assigned to the common stock was $1,176,445 ($1.375 per
     share) approximately one half the market trading price of the
     Company's common stock as of May 31, 1995.  This value was used due to
     the large number of shares and their restrictive nature.

     Management believes that recording the shares issued for the NB
     acquisition at 50% of the public trading value is reasonable,
     appropriate and normal for this large of a block of restricted
     securities.  Goodwill is being amortized on a straight-line basis over
     a seven year period.  The Company believes that a 7 year estimated
     life over which goodwill is being amortized is reasonable.

     It is the Company's policy that management on a periodic basis, at
     least quarterly, will evaluate the carrying value of goodwill and
     other intangibles to determine if there is an impairment of value or
     the remaining estimated life is less that the remaining unamortized
     period.  If the evaluation indicates write-downs or adjustments to the
     amortization are necessary, such write-downs or adjustments will be
     made immediately.



                                    F-11



<PAGE>



        ENHANCED SERVICES COMPANY, INC. AND CONSOLIDATED SUBSIDIARY
        -----------------------------------------------------------

                  NOTES TO FINANCIAL STATEMENTS, CONTINUED
                         November 30, 1995 and 1994

(4)  Options and Warrants Outstanding
     --------------------------------

     The Company has granted certain stock options to employees,
     consultants and directors of the Company.  As of November 30, 1995,
     options to acquire an aggregate of 494,000 shares of common stock were
     outstanding, of which options to acquire 313,167 shares were currently
     exercisable.  The exercise prices for these options ranges from $.50
     to $2.53.  Certain options are subject to vesting provisions.  During
     the year ended November 30, 1995, 146,500 options were granted at an
     exercise price of $1.83 per share and 40,000 options were granted at
     an exercise price of $2.53 per share..  The options have not been
     taken into consideration when determining earnings per share, since
     exercise of these options would be anti-dilutive.  Approximately
     34,130 options were exercised during the year ended November 30, 1995
     at an exercise price of approximately $.50 per share.  Outstanding
     options expire at various dates through the year 2000.

(5)  Operating Leases
     ----------------

     The Company leases or rents various facilities.  Future commitments
     under these operating leases, with leases terms exceeding twelve
     months total approximately:

          Year ending November 30:
               1996                     $ 36,250
               1997                       39,000
               1998                       35,750

(6)  Consulting Agreement
     --------------------

     Effective March 13, 1995, the Company entered into a consulting and
     warrant compensation agreement with Creative Business Strategies, Inc.
     (CBS) a Colorado corporation.  CBS agreed to perform certain
     consulting services for the Company for a one year period.  As
     consideration for these services, the Company issued 343,000 common
     stock purchase warrants to CBS.  These warrants are exercisable for a
     one year period which commenced March 13, 1995 as follows:

          100,000   exercisable at $1.00 per share
          143,000   exercisable at $1.25 per share
          100,000   exercisable at $1.50 per share

     The warrants were registered pursuant to an S-8 filing with the
     Securities and Exchange Commission during March, 1995.  No
     compensation expense was recorded in the financial statements related
     to these warrants since the exercise prices were equal to or greater
     than market value at the time of grant and the exercise period was for
     only one year.  During the year ended November 30, 1995, 100,000
     warrants were exercised at $1.00 per share, 143,000 were exercised at
     $1.25 per share, and 



                                    F-12



<PAGE>



        ENHANCED SERVICES COMPANY, INC. AND CONSOLIDATED SUBSIDIARY
        -----------------------------------------------------------

                  NOTES TO FINANCIAL STATEMENTS, CONTINUED
                         November 30, 1995 and 1994

100,000 warrants at $1.50 per share were unexercised.  The president of CBS
is a cousin of the president of the Company.

     (7)  Notes and Mortgages Payable
          ---------------------------

     As of November 30, 1995 the Company has a mortgage note payable
     totalling $620,297, collateralized by the office building and land. 
     Monthly payments including principal and interest at 12% per annum
     amount to $6,849.  The Company also has notes payable to a bank
     totalling $115,008.  The Notes payable are collateralized by certain
     equipment.  Principal payments due on the mortgages and notes payable
     are summarized as follows:

          Year ending November 30,
                    1996                     $  56,010
                    1997                        77,237
                    1998                        10,503
                    1999                        11,836
                    2000                       579,719
                                             ---------

                    Total                    $ 735,305
                                             =========

(8)  Income Taxes
     ------------

     The Company has net operating loss carryovers of approximately
     $400,000 expiring in the year 2011.  As of November 30, 1995 the
     Company has total deferred tax assets of approximately $80,000 due to
     the operating loss carryovers.  However, because of the uncertainty of
     potential realization of these tax assets, the Company has provided a
     valuation allowance for the entire $80,000 therefore, no tax assets
     have been recorded in the financial statements as of November 30,
     1995.  The income tax refund receivable of $128,200 as of November 30,
     1995 represents amounts refundable related to estimated income taxes
     paid for the year ended November 30, 1995.

(9)  Litigation
     ----------

     On December 20, 1995, NBE filed a complaint, together with a motion
     for summary judgment, against a customer for failure to pay NBE for
     $100,739 for services under a development contract.  On February 21,
     1996, the customer filed a counterclaim against NBE claiming that NBE
     failed to perform, and seeking judgment of approximately $793,000. 
     Management believes that the counterclaim is without merit and it
     intends to vigorously defend against it, while actively prosecuting
     its complaint.  The amount, if any, of potential loss related to this
     matter cannot presently be determined.



                                    F-13