SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB

                   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31,1997

                        Commission file number:2-85175W

                         ELECTRO-KINETIC SYSTEMS, INC.
                 (Name of small business issuer in its charter)

      PENNSYLVANIA                              22-1954716
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
 incorporation or organization)

c/o Herson: 270 Rocky Run Rd. Glen Gardner NJ           08826
(Address of principal executive offices)              (Zip Code)

Issuer's telephone number                         908-537-4378

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

                              Class A Common Stock
                                (Title of class)

Check whether  issuer (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 ___ No ___.

Check if disclosure  of delinquent  filers in response to Item 405 of Regulation
S-B is not  contained in this form,  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. [ X ]

         Issuer's revenues for its most recent fiscal year......($50,000)

The  aggregate  market value of the voting stock held by  non-affiliates  of the
registrant as of 12/31/97 was approximately $400,000.

         Number of shares of Class A Common Stock, no par value,  outstanding as
of December 31, 1997: 30,166,069 (Common Stock outstanding  20,431,069 and to be
issued 9,735,000)

         Transitional Small Business Disclosure Format
                           Yes ___  No _X_.

<PAGE>
                               Table of Contents


ITEM 1:  Description of Business

ITEM 2:  Description of Property

ITEM 3:  Legal Proceedings

ITEM 4:  Submission of Matters to a Vote of Security Holders

ITEM 5:  Market of the Registrants Common Stock and Related
         Stockholders Matters

ITEM 6:  Management Discussion and Analysis of Results of Operations and 
         Financial Condition

ITEM 7:  Financial Statements

ITEM 8:  Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure

ITEM 9:  Directors, Executive Officers, Promoters and Control
         Persons; Compliance with Section 16 (a) of the Exchange Act

ITEM 10: Executive Compensation

ITEM 11: Security Ownership of Certain Beneficial Owners and Management

ITEM 12: Certain Relationships and Related Transactions

ITEM 13: Exhibits & Reports on Form 8-K



                                       1
<PAGE>



ITEM 1. Description of Business

History

         In February,  1990, Electro Kinetic Systems,  Inc. (EKS or the Company)
successfully  concluded a rights  offering which provided it with  approximately
$700,000,  net of issue  expenses.  The proceeds were used primarily to fund new
operations,  to repay notes, to implement  marketing  programs,  and for working
capital.  Also,  in 1990,  EKS  acquired  72% of the assets of Douglas  Martin &
Associates,  an  independent  radiation  testing and  consulting  facility.  EKS
subsequently  changed  the  name of its  subsidiary,  EKS-Radtech,  Inc.  to DMA
RadTech.,  Inc. In 1992,  EKS acquired the  remaining  minority  interest in DMA
Radtech for 140,000 shares of its common stock.

         In December,  1992, a significant  change in management of EKS occurred
as a result of  investment  by private  investors,  principally  Charles  Cascio
,members of his family and other associates.

         In March of 1995, the Company suspended its principal operations, radon
testing and analysis, following the bankruptcy of its distributor.  Accordingly,
all operations  relative to radon testing have been classified as  discontinued.
The Company sold its building in June of 1995.\

         The  Company  acquired  Israel  Imaging  Technology,  Inc.  and its two
affiliates on September 18, 1995 and agreed to issue 4,100,000  shares of common
stock in exchange for their  shares.  The  acquisition  was  accounted  for as a
purchase.  The difference between the fair market value of the stock issued over
the book value of assets  acquired has been  allocated to  investments  in a 50%
owned affiliated  company in the amount of $84,503 and the balance to excess, in
the amount of $18,656.  Operations were accounted for beginning October 1, 1995,
as equity in earnings of unconsolidated affiliate.

         The 1995  acquisition  of Israel  Imaging  Technologies,  Inc. gave the
Company a 50%  interest in Printone  Media  (PM).  PM is a computer  imaging and
preprint company  offering  scanning,  colour  separation and other graphic arts
services in a state of the art plant in Jerusalem,  Israel. The Company has made
unsuccessful efforts to enter into the publishing field and related endeavors.

         During the year 1995,  the Company also reduced other  indebtedness  in
the amount of $91,041 by the issuance of 1,972,139  shares of its common  stock;
issued  additional shares of the Company's common stock to fund its' operations;
acquired  companies in the field of publishing and rescinded  such  transaction;
and continued to negotiate for the  acquisition  of assets and joint ventures in
the field of publishing.  During 1996, the Company  abandoned its efforts in the
publishing field.

                                       2
<PAGE>



         On July 12,  1996,  Charles D.  Cascio  resigned  as  President,  Chief
Executive  Officer  and  Chairman  of the Board and as a  director.  Mr.  Albert
Gardner also resigned from the Board of Directors.  On July 12, 1996, Dr. Julius
Cherny was  selected  to replace  Mr.  Cascio.  Also  selected  for the Board of
Directors were Mr. Daniel Herzka and Mr. Richard J.L. Herson.  Carryover members
include Gary Dornhoefer and Ralph Lanciano III. The resignations were not caused
by or related to any  disagreements  "on any matter relating to the registrant's
operating policies or practices".

Business

         In the fall of 1996,  the Company  commenced  the  development  of four
systems to market directly and/or to exploit with strategic partners:

     (1)  Information action models, or decision models,  particularly for stock
          traders -- referred herein as Short Term Security Trading or "(ST)
     (2)  Visual communication technology (Vizcom)
     (3)  Security basket index ("SBI")
     (4)  Integrated translations, prepress, desk top publishing and printing.

         (1) Information and Action Decision Models
         The Company is developing and integrating various discrete systems that
involve the  manipulation of symbols and images.  The  applications  are systems
that are on the cutting edge of modern technology,  involving  different aspects
of electronic communications.  The systems are logically related and outputs can
include dynamic  representations in pictures,  phonetics as well as image shapes
and colors that  change  with  changing  conditions.  The systems are  logically
related "top-down";  the products are "bottom-up" applications to stock trading,
et. al.

         (2) "Vizcom"
         The visual  communications  technology  concerns  application of visual
graphics to new applications.  (It is thus directly related to stock traders and
also  has   potential   applications   to   business,   medicine   and   general
communications).   The  systems  include  words,  images,  pictures,  phonetics,
ideographs  -- from  the  print  word to the  sound  tape.  After  capture,  the
manipulation of images requires standard symbolic language that is computerized.

         (3) Stock Basket Index
         There are 18,000 public companies of which approximately  10,000 report
to the SEC.  Some stock prices are quoted on the various stock  exchanges,  some
prices are generated over the counter, quoted by brokers. Relative to the latter
group, for many companies there are insufficient  shares for trading that limits
liquidity of the market. With this limitation the potential  advantages of small
companies  going public  evaporate:  incentives  for  management  and employees,
liquidity for major shareholders, etc.


                                       3
<PAGE>


         Proposed  Solution:  Increase the number of tradable shares without the
issuance  of  additional  shares by the  company.  This can be  accomplished  by
combining various small companies into a "basket" of larger units. The basket or
index is thus more readily  tradable.  Companies can be combined by geographical
area,  industry,  markets,  approximate  size  (volume,  capital),  etc. -- or a
combination of these characteristics.

         The Company has been examining this approach on a geographic  area, one
that can readily be followed by local  companies,  local stock brokers and local
investors: 

     (1)  We have been  reviewing this approach with Dr. Joshua Ronen of the NYU
          Tisch School of Accounting to:
          (a)  design with Dr.  Cherny an  appropriate  index  *(see  discussion
               below)
          (b)  review companies for inclusion
          (c)  test going on-line for continual updating of their operations
          (d)  test  a  dynamic  computer  model  of  combining,  weighting  and
               reporting to market such baskets of companies.
     (2)  Discussing  possible  joint  ventures  with  potential  market  makers
          including the marketing of the underlying shares
     (3)  Investigating whether the software can be given patent protection.

*Index:
         The task of  establishing  an index for trading  requires a  continuous
computer  updating of the weighted average of the individual share prices of the
component  companies -- no different from the Standard and Poor Index.  However,
the "straw index" will also incorporate  other adjustments based on mathematical
modeling to reflect volatility,  trends and variables within trends such as risk
factors relative to liquidity, competition and industry conditions.

         (4) Integrated Translations, Desk Top Publishing and Prepress Printing
         The  Company  already has its own  prepress  facilities  in  Jerusalem,
Israel (through its 50% ownership of Printone Media,  Inc. (PM)) The Company has
access to a half dozen of Israel's largest  printers,  for whom PM has performed
services.  There are some two dozen companies in Israel  translating  English to
Hebrew(H),   Arabic(A),   Russian(R)  and  other   languages.   The  Company  is
investigating operating combinations of translating,  prepress and printing into
finished products, particularly in HAR.

                                       4
<PAGE>


Post Balance Sheet Event

         The  Company  is in the  processof  negotiating  the sale of 90% of the
common stock of it's  subsidiary,  DMA-Radtech,  Inc.  (DMA) with an anticipated
gain  of  approximately  $45,000.  As  part of this  transaction  the  Board  of
Directors has voted a dividend to the  shareholders  of the Company,  payable in
the  remaining  10% of the  shares  of DMA.  There  is no  assurance  that  this
transaction  will be completed  or on these  terms.  It should be noted that the
carryforward loss of DMA is approximately $475,000 and accordingly,  the current
combined carryforward loss will be reduced from approximately 3.3 million to 2.8
million.

Competition

         In the  event  the  Company  is  successful  in  exploiting  the  above
applications  by marketing  the various  developments,  the Company will compete
with a large number of other  companies that have greater  financial  resources,
more extensive  experience  and better  established  development,  marketing and
service capabilities than the Company.

Supplies and Materials

         The computers, materials and supplies that would be used to produce the
Company's products are obtainable from a wide variety of suppliers. There is not
currently,  nor has there been in the recent  past,  a shortage of any of these.
The Company believes that there are adequate sources to meet its future needs.

Employees

         The Company has two part-time officers.

Research & Development

         The Company's  research and  developments  have been the results of the
efforts  of its  officers  and  directors.  The  Company  anticipates  investing
increased  amounts on research  and  development  in the  foreseeable  future if
funding becomes available.

Tax Carryforward Loss

         The  parent  company  and it's  four  subsidiaries  have  combined  tax
carryforward  losses  of  approximately  $3,300,000.  Under  Section  382 of the
Internal  Revenue  Code of 1986,  as  amended,  the  utilization  of  prior  net
operating loss carryforwards may be limited as a result of ownership changes.

ITEM 2.  Description Of Property

         In  November  1984,  the Company  purchased  a building  located at 701
Chestnut Street, Trainer, Pennsylvania,  which housed its corporate headquarters
occupying 2,500 square feet,  laboratory  facilities occupying 5,000 square feet
and production facilities occupying 7,000 square feet.

         The Company sold its building in June of 1995 and  reflected net income
from this  transaction,  in the amount of $315,919,  net cash  proceeds were all
applied to principal debt.


                                       5
<PAGE>

ITEM 3.  Legal Proceedings

         The Company is defendant in suits for unpaid  services,  the  estimated
liabilities for which are included in the financial statements.

ITEM 4.  Submission of Matters to Vote of Security Holders
         None

ITEM 5.  Market of the Registrants Common Stock and Related Stockholders' 
         Matters

         The  price of  common  shares of the  Company  is quoted on the  NASDAQ
over-the-counter-  market. A small number of broker-dealers  make a market.  The
average price during the year was $.01 bid and $.01 3/8 asked.

ITEM 6.  Management's Discussion and  Analysis of Results of Operation and
         Financial  Conditions

         The  following  should  be  read  in  conjunction  with  the  financial
statements appearing elsewhere in this report.

Results of Operations

         Following the  bankruptcy of its principal  distributor  in March 1995,
the Company suspended all operations related to testing of radon and analysis of
environmental hazards.  During 1996, the Company abandoned its effors to develop
popular consumer magazines and provided for losses in the amount of $44,000.

         The Company's  only  recurring  source of income has been its equity in
its 50% owned subsidiary,  Printone Media, a loss of $50,000 in 1997 and $33,165
in 1996. Include in discontinued operations were additional losses in connection
with radon  testing in the  amount of $8,000  and  provisions  for losses on its
publishing efforts in the amount of $44,000.

         The net loss for the year 1997 of$68,523 compares to a loss for 1996 of
$124,916 and a loss for 1995 of $21,901.The latter included income from the gain
on sale of the  Company's  building  of $315,919  and an income tax  recovery of
$30,000,  net of a write down of assets of the  testing  business  of  $125,802,
(included in Discontinued Operations).

                                       6
<PAGE>

         The  following is a summary  comparison  of Income  Statements  for the
years ended December 31, 1997, 1996 and 1995:

                                             1997           1996          1995
                                             ----           ----          ----
Equity (loss)in Earnings of
    Unconsolidated Subsidiary            $ (50,000)    $ (33,165)    $  (4,500)

Selling, General and
    Administrative                          11,705        60,740       150,392
                                         ---------     ---------     ---------
Loss before Other Income                   (61,705)      (93,905)     (154,892)
                                         ---------     ---------     ---------
Other (Income)/Expense
    Gain on Sale of Building
        & Forgiveness of Debt               (2,900)            0      (315,919)
    Writedown of Assets                          0             0       125,802*
    Interest Expense                         9,700         5,939        23,006
    Other                                        0       (17,119)       (7,559)
                                         ---------     ---------     ---------
Total Other (Income)/Expenses                6,800       (11,180)     (174,670)

(Income)/Loss Before
    Discontinued Operations                (68,505)      (82,725)       19,778

Discontinued Operations                         (0)      (42,191)      (41,679)
                                         ---------     ---------     ---------
Loss Before Income Taxes                 $ (68,505)    $(124,916)    $ (21,901)
                                         =========     =========     ========= 
 
* Transferred to Discontinued Operations on the Statement of Operations.


Liquidity and Capital Resources

         Working  capital  declined  from  ($47,297)  as of December 31, 1995 to
($113,768) as of December 31, 1996 to ($186,727) as of December 31, 1997 in part
due  the  reclassification  of  Due To  Officers  from  long  term  to  current.
Shareholders'  equity  declined  from  $113,309 to $9,193 to ($59,312) as of the
same dates.

         The  Company  previously   acquired  certain  preliminary  designs  for
potential developments of computer decision models for trading securities and in
the fields of medical  compliance and book publishing.  It is currently  seeking
financing  to  continue  the  developments  as well as to enter  into  strategic
partnerships  with other  companies  in these and  related  fields as  described
above. There is no assurance of success in these endeavors.

         The Company's  operating  losses during the past years have been funded
by the sale of its common stock and by loans from shareholders.  For the Company
to become a viable  entity,  it must  operate  profitably  and raise  sufficient
capital to fund its operations. The Company is making continuing efforts in this
regard but there is no assurance of success in these endeavors.

                                        7

<PAGE>

ITEM 7.   Financial Statements                                     Pages

          Consolidated Balance Sheets as of December 31, 1997    F 1-2
            and 1996

          Consolidated Statements of Operation for the Years     F 3
            Ended December 31, 1997 and 1996

          Consolidated Statement of Cash Flows for the           F 4
            Years Ended December 31, 1997 and 1996

          Consolidated Statement of Changes in Stockholders'     F 5
            Deficiency (Equity) For The Years Ended
            December 31, 1997 and 1996

          Notes to Consolidated Financial Statements             F 6-7

                                       8

<PAGE>

                 ELECTRO-KINETIC SYSTEMS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 1997 AND 1996


                                     ASSETS

                                               1997       1996
                                             --------   --------
Current Assets:
  Cash                                       $  1,505   $      0
  Equipment Held for Sale                       9,000      9,000
                                             --------   --------
    Total Current Assets                     $ 10,505   $  9,000

Other Assets
  Excess of Cost over Net Assets Acquired,
   Less Accumulated Amortization               16,176     18,036
  Investment and Advances to 50% Owned
   Affiliate                                  110,939    160,939
  Organization Costs                              300        300
                                             --------   --------
    Total Other Assets                       $127,415   $179,275
                                             --------   --------
Total Assets                                 $137,920   $188,275
                                             ========   ========


                                      F-1

<PAGE>

                 ELECTRO-KINETIC SYSTEMS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 1997 AND 1996


                      LIABILITIES AND STOCKHOLDERS' EQUITY


                                                  1997           1996
                                              -----------    -----------
Current Liabilities
  Accounts Payable                            $    63,583    $    59,968
  Accrued Exp and other Current                    21,254         17,920
  Notes Payable                                    46,614         44,881
  Due To Officers                                  65,781              0
                                              -----------    -----------
   Total Current Liabilties                   $   197,232    $   122,769

Long-Term Liabilities
   Due to Officers                            $         0    $    56,314
                                              -----------    -----------


Total Liabilities                             $   197,232    $   179,083

Stockholders' Equity
  Class "A" Common Shares, No Par Value;      $ 3,441,308    $ 3,446,308
   Authorized - 90,000,000 shares; Issued
   and to be issued - 30,166,069 in 1996,
   28,086,069 in 1995
  Additional Paid-In-Capital                       52,293         52,293
  Accumulated Deficit                          (3,552,913)    (3,489,408)
                                              -----------    -----------
   Total Stockholders' Equity                 ($   59,312)   $     9,193

   Total Liabilities & Stockholders' Equity   $   137,920    $   188,276
                                              ===========    ===========


                                      F-2

<PAGE>


                   ELECTRO-KINETIC SYSTEMS INC. & SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 1997 AND 1996
 

                                  1997         1996
                               ---------    ---------
Equity in Earnings of
  Unconsolidated Affiliate     ($ 50,000)   ($ 33,165)
                               ---------    ---------
                               ($ 50,000)   ($ 33,165)
Selling, General & Admin 
  Expenses                     $   9,845    $  60,120
Depreciation/Amortization          1,860          620
                               ---------    ---------
                               $  11,705    $  60,740
                               ---------    ---------
Net Loss From
  Continuing Operations        ($ 61,705)   ($ 93,905)
                               ---------    ---------
Other (Income)/Expense
  Interest Expense                 9,700        5,939
  Reduction of Liabilities       (15,000)
  Forgiveness of Debt             (2,900)      (2,119)
                               ---------    ---------
                               $   6,800    ($ 11,180)
                               ---------    ---------
Operating Loss/Profit Before
  Discontinued Operations      ($ 68,505)   ($ 82,725)


Discontinued Operations                       (42,191)
                               ---------    ---------
Net Loss                       ($ 68,505)   ($124,916)

Loss Per Class A Common
  Share                           -0.002       -0.004
                              ==========   ==========
Weighted Average Number
 of Common Shares
 Outstanding                  30,166,069   29,126,069
                              ==========   ==========



                                       F-3


<PAGE>

                 ELECTRO-KINETIC SYSTEMS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                          FOR THE YEARS ENDED
                                                              DECEMBER 31,
                                                           1997         1996
                                                        ---------     ---------

Cash Flows From Operating Activities
  Net Income                                            ($ 68,505)    ($124,916)
  Adjustments to Reconcile Net Loss
   to Net Cash Used in Operating Activities
     Equity in Earnings of Unconsolidated
      Subsidiary                                           50,000        33,165
     Depreciation and Amortization                          1,860           620
     Provision for Uncollectible Advances                                40,000
     Write-Off of Assets                                                  8,000
  (Increase) Decrease in Assets
     Other Receivables                                                    3,906
  Increase (Decrease) in Liabilities
     Accounts Payable - Trade                               3,615         8,439
     Accrued Expenses and Other Current
      Liabilities                                           3,334        (7,195)
     Notes Payable                                          1,733           174
                                                        ---------     ---------
  Total Adjustments                                     $  60,542     $  87,109
                                                        ---------     ---------

  Net Cash Used in Operating Activities                 ($  7,963)    ($ 37,807)

Cash Flows From Financing Activities
     Loans - Officers                                   $   1,500     $   3,860
     Accrued Interest Due Officers                          7,968
     Common Stock Issued For Fees                                        20,800
                                                        ---------     ---------
     Net Cash Provided by Financing Activities          $   9,468     $  24,660
                                                        ---------     ---------
  Net Increase (Decrease) in Cash                       $   1,505     ($ 13,147)
  Cash - Beginning of Year                              $       0     $  13,147
                                                        ---------     ---------
  Cash - End of Year                                    $   1,505     $       0
                                                        =========     =========


                                       F-4

<PAGE>

                 ELECTRO-KINETIC SYSTEMS, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY (EQUITY)
                   YEARS ENDED DECEMBER 31, 1997 AND 1996



                    Common       Common      Additional
                    Shares       Shares      Paid In
                    Class A      Class A     Capital     Deficit        Total
                   ----------   ----------   -------   -----------    ---------

Balance at
 Jan. 1, 1996      28,086,069   $3,420,508   $52,293   ($3,359,492)   $ 113,309

Common Stock
 To Be Issued       2,080,000       20,800                               20,800

Net Loss                                                  (124,916)    (124,916)
                   ----------   ----------   -------   -----------    ---------
Balance at
 Dec. 31,1996      30,166,069   $3,441,308   $52,293   ($3,484,408)   $   9,193

Net Loss for Year                                      ($   68,505)   ($ 68,505)
                   ----------   ----------   -------   -----------    ---------
Balance at
 Dec 31,1997       30,166,069   $3,441,308   $52,293   ($3,552,913)   ($ 59,312)




                                       F-5

<PAGE>

                 ELECTRO-KINETIC SYSTEMS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 1997 AND 1996



NOTE A:  The Company

         Electro-Kinetic  Systems, Inc. (EKS) was formed on April 24, 1972 under
the laws of the State of  Pennsylvania.  It's corporate office is now located in
Glen Garner, New Jerey.

NOTE B:  Accounting Policies

         The  Company  suspended   operations  in  radon  testing  and  analysis
following  the  bankruptcy  of its  principal  distributor  in March of 1995 and
abandoned  it's  efforts  in the  publishing  field  in 1996.  Accordingly,  all
operations have been classified as discontinued.

         The  Company  acquired  Israel  Imaging  Technology,  Inc.  and its two
affiliates  on September  18, 1995 and agreed to issue  4,100,000  shares of its
common stock in exchange for their shares.  The acquisition was accounted for as
a purchase.  The  difference  between the fair market  value of the stock issued
over the book value of assets  acquired has been  allocated to  investments in a
50% owned affiliated company in the amount of $18,656. Operations were accounted
for  beginning  October  1,  1995,  as  equity  in  earnings  of  unconsolidated
affiliate.

         The  Company  and it's  subsidiaries  have tax  carryforward  losses of
approximately  $3,300,000.  Under  Section 382 of the  Internal  Revenue Code of
1986, as amended;  the utilization of prior net operating loss carryforwards may
be limited as a result of ownership changes.

NOTE C:  Stock Option Plan

         The Company  adopted a Stock Option Plan (the "Option  Plan") on May 3,
1993.  Under the Option Plan,  shares of the Company's  Common Stock (subject to
certain  adjustments)  are reserved  for issuance  upon the exercise of options.
Options granted under the Option Plan are intended to constitute incentive stock
options under Section 422A of the Internal Revenue Code of 1986, as amended,  or
any corresponding provisions of succeeding law ( the "Code"). Stock appreciation
rights may be granted in association  with options.  Incentive stock options may
be granted under the Option Plan to employees  (including officers and directors
who are  employees  of the  Company) or  subsidiary  corporation  on the date of
grant.

                                      F-6

<PAGE>

         By its terms, the Option Plan is to be administered by a committee (the
"Committee")  appointed by the Board of Directors  which shall consist of either
the entire Board of Directors,  all of whom must be disinterested persons, or by
a committee of two or more  directors.  Subject to the  provisions of the Option
Plan,  the  Committee has the authority to determine the persons to whom options
will be  granted,  the  exercise  price,  the term during  which  options may be
exercised and such other terms and conditions as it deems appropriate. As of the
date  hereof,  options to purchase  1,000,000  shares of Common  Stock have been
granted under the Option Plan at $0.01 per share.

         The  aggregate  fair  market  value  of  shares  issuable  pursuant  to
incentive  stock options  granted in any calendar year to an employee or officer
may not exceed  $100,000  subject to certain  carryovers  from  previous  years.
Incentive  stock options  granted under the Option Plan may not have an exercise
price less than the fair  market  value of the  Common  Stock on the date of the
grant (or 110% of the fair  market  value in the case of  employees  holding ten
percent or more of the voting stock of the Company.).  Options granted under the
Option  Plan will  expire  not more  than ten  years  from the date of the grant
subject to earlier  termination  under the Option Plan. The term of an incentive
stock option granted to a 10% holder shall be no more than 5 years from the date
of the grant.

         Under the Option Plan,  participants may be granted stock  appreciation
rights in connection with, or separately from, options.  Each stock appreciation
right consists of a right to receive,  upon  exercise,  either cash or shares of
Common Stock,  as determined in the  discretion of the  Committee,  equal to the
amount by which the  shares of Common  Stock on the date the stock  appreciation
right are  exercised.  Only the  number of shares  actually  delivered  upon the
exercise of such stock  appreciation  rights will be charged against the maximum
number of shares which may be issued under the Option Plan.

NOTE D:  Going Concern

         The  Company's  financial  position  continues to reflect a significant
shortage of working capital and a negative book value. The Company believes that
current funds may be insufficient to continue to meet its obligations. While the
Company continues to pursue alternate means of raising capital,  there can be no
assurance that it will be successful in raising  sufficient  capital to meet its
needs.  The Company has a history of  continuing  net losses,  and a significant
working capital deficit.  There is doubt about the Company's ability to continue
as a going concern.

NOTE E:  Post Balance Sheet Events

         The  Company is in the  process of  negotiating  the sale of 90% of the
common stock of it's  subsidiary,  DMA-Radtech,  Inc.  (DMA) with an anticipated
gain  of  approximately  $45,000.  As part of this  transaction,  the  Board  of
Directors has voted a dividend to the  shareholders  of the Company,  payable in
the  remaining  10% of the  shares  of DMA.  There  is no  assurance  that  this
transaction  will be completed  or on these  terms.  It should be noted that the
carryforward  loss of DMA is approximatley  $475,000 and accordingly the current
combined  carryforward loss will be reduced from  approximately  $3.3 million to
$2.8 million.

                                      F-7

<PAGE>



ITEM 8:  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

         There are no audited  reports for the years 1994,  1995, 1996 and 1997.
In their report from 1993, the Company's independent public accountants included
an explanatory  paragraph stating there is substantial doubt about EKS's ability
to  continue  as a going  concern.  The  accountants  formally  resigned in 1995
because of unpaid fees. (reference is made to Forms 8-K filed)

ITEM 9:  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16 (a) of the  Exchange Act.

         Set forth below is certain information regarding the executive officers
and directors of the Company:

     Name              Age         Position                   Since
Julius Cherny          61    Director,President and Chief      1996
                             Executive Officer
Richard J.L. Herson    79    Director, Treasure, Secretary     1996
                             Chief Accounting Officer
Daniel Herzka          47    Director                          1996
Ralph Lanciano III     33    Director                          1993
Gary Dornhoefer        52    Director                          1993

         Julius  Cherny,  Ph. D. has been a  Director  since May 10,  1996.  Dr.
Cherny is a founder and partner of Mottola, Cherny and Associates,  a consulting
firm specializing in providing financial,  organizational and systems consulting
services.  Dr. Cherny holds a Ph.D.  in accounting  and is currently on staff at
the NYU  Graduate  School of  Business  and  previously  at the Hagen  School of
Business at Iona College. Dr. Cherny has held positions as Director, Senior Vice
President,  and Chief Financial  Officer with firms in the securities  industry.
Dr. Cherny has published numerous papers and authored several books dealing with
Finance, Accounting and Advanced Mathematical Theory. In October 1997, Dr.Cherny
became president of Bureau of Translation Services, Inc. (BTS), and since 1996 a
member of the Board of Directors of the Translation  Group, Ltd. (TTGL),  parent
of BTS. Mr. Charles  Cascio,  a former director and CEO of the Company and owner
of  approximately  9% of it's common shares,  is currently CEO and a director of
TTGL.

         Richard  J.L.  Herson was  Secretary,  Treasure  and a Director  of The
Translation Group, Ltd. since inception until February 1, 1996, when he resigned
as Secretary  and  Treasurer and was appointed  Chief  Accounting  Officer,  the
position  he resigned  in October  1997.  Mr.  Herson was  previously  a General
Partner in the firm of Hertz,  Herson  and  Company,  CPA's with  offices in New
York, Boston and Charlotte.  He is currently Secretary of the Bruner Foundation,
where he is responsible for its investments and accounting operations.  He holds
a Bachelor  Degree from the City  College of New York and an M.S. in  Accounting
from Columbia  University.  He has also authored numerous articles and a book on
accounting.  Mr.  Herson  is also a  consultant  to,and  member  of the Board of
Directors of TTGL.

                                        9

<PAGE>

         Daniel Herzka became a director in July 1996. He is the Vice  President
Marketing and Product Management of Linotype-Hell  Company.  In this position he
is  responsible  for the  introduction  of new  products  and  solutions  to the
graphic-arts  market.  Daniel Herzka has more than 20 years experience  applying
innovative  computerized  imaging  solutions  in a  broad  range  of  industries
including  printing and publishing,  textile,  CAD/CAM,  PCB,  mapping,  medical
imaging and  scientific  visualization.  Mr. Herzka came to  Linotype-Hell  from
Ultimate  Technolographics  Inc.,  the inventors of Impostrip  the  professional
electronic  imposition  software where he served as Senior Vice President  Sales
and  Marketing.  Previously  he  held a  senior  worldwide  business  management
position with DuPont De Nemours.  Prior to DuPont,  he was an employee of Scitex
for thirteen  years in a variety of management  positions in sales and marketing
involving  business  activities in the United  States,  Europe,  Japan and South
America.  Daniel studied for an MBA at Hebrew  University in Jerusalem and for a
BSC in Electrical and Industrial Engineering from the Technion in Haifa.

         Gary  Dornhoefer  became a Director in October 1993. A National  Hockey
League  "Hall of Famer',  he played  professional  hockey  for the  Philadelphia
Flyers for eleven years,  during which time the team won two Stanley  Cups.  Mr.
Dornhoefer is currently with Prism Cable Network as a Color  Analyst/Commentator
for the Philadelphia  Flyers,  and has various other business  interests.  He is
Co-Administrator of the EKS 1993 Stock Option Plan.

         Ralph C.  Lanciano,  III became a Director in October  1993. A licensed
optician, Mr. Lanciano has owned and operated CEE Optical Center since 1989, and
has participated in various real estate development and other business ventures.
He is Co-Administrator of the EKS 1993 Stock Option Plan.

Board of Directors

         Each   director   holds  office  until  the  next  annual   meeting  of
stockholders,  or until his successor is elected and qualified.  At present, the
Company's bylaws require no fewer than one director.  Currently,  there are five
directors of the Company.  The bylaws  permit the Board of Directors to fill any
vacancy  and the new  director  may  serve  until  the next  annual  meeting  of
stockholders  or until his  successor  is elected and  qualified.  Officers  are
elected by the Board of Directors  and their terms of office are,  except to the
extent governed by employment  contracts,  at the discretion of the Board. Other
than as indicated  above,  there are no family  relations  among any officers or
directors  of the Company.  The officers of the Company  devote part time to the
business of the Company. See "Certain Transactions." The Company has established
separate Audit and Compensation Committees.  The Audit Committee consists of Mr.
Herson and Dr.  Cherny.  The Audit  Committee will make  recommendations  to the
Board of Directors regarding the selection of independent  auditors,  review the
results and scope of the audit and of the  services  provided  by the  Company's
independent  auditors,  and review and evaluate the Company's  internal  control
functions.  The Compensation  Committee consists of Dr. Lanciano and Mr. Herzka.
The Compensation  Committee will make  recommendations to the Board of Directors
concerning  compensation for executive  officers and consultants of the Company.
The  Option  Committee  will  continue  to  consist  of  Dr.  Lanciano  and  Mr.
Dornhoefer.

                                       10

<PAGE>

ITEM 10:  Executive Compensation

         The Company has part time executive officers. There was no compansation
paid to officers in 1997.  The  following  is the  compensation  paid to them in
1996:

Julius Cherny             President            $10,400
Richard J.L. Herson       Secretary and         10,400
                          Treasurer          ------------
                                    Total      $20,800
                                             ============
         The directors of the Company are not  compensated for their services in
that capacity.

ITEM 11:  Security Ownership of Certain Beneficial Owners and Management

         The following  table sets forth the shares of Common Stock owned by (i)
each person who is known by the Company to own beneficially  more than 5% of the
shares of any class of Common Stock,  (ii) each director of the Company who owns
shares,  and (iii) the  executive  officers  and  directors  of the Company as a
group. Unless otherwise  indicated,  all shares of Common Stock are owned by the
individual  named as sole record and beneficial  owner with  exclusive  power to
vote and dispose of such shares.

                                           Common 
     Name                    Position  Shares Owned and  Percentage
                                        To Be Issued
     ----                    --------  ----------------  ----------

Julius Cherny               President      2,505,000           8.2
Richard J.L. Herson(1) Secretary/Treasurer 2,880,655           9.5
Gary Dornhoefer             Director         240,000            .8
Ralph Lanciano              Director         800,000           2.6
Daniel Herzka               Director         480,000           1.6
All Executive Officers        ----         6,905,655          22.7
and Directors as a Group
Charles D. Cascio             ----         2,735,000           9.0
 (1) Disclaims control of 2,041,955 common shares owned by corporation in
     which adult son is shareholder and 140,000 shares owned by daughter.

         The capitalization of EKS, as of December 31, 1996 was as follows:

                        Amount          Currently
Title of Class        Authorized        Outstanding
--------------        ----------        ---------

Common Stock          90,000,000        30,166.069 *
$.001 Par Value       Shares            Shares
Per Share

Preferred Stock       10,000,000           None
$.001 Par Value       Shares
Per Share

* Shares Issued 20,431,069; to be issued 9,735,000

                                       11

<PAGE>

Stock Option Plan

         The Company  adopted a Stock Option Plan (the "Option  Plan") on May 3,
1993.  Under the Option Plan,  shares of the Company's  Common Stock (subject to
certain  adjustments)  are reserved  for issuance  upon the exercise of options.
Options granted under the Option Plan are intended to constitute incentive stock
options under Section 422A of the Internal Revenue Code of 1986, as amended,  or
any corresponding provisions of succeeding law ( the "Code"). Stock appreciation
rights may be granted in association  with options.  Incentive stock options may
be granted under the Option Plan to employees  (including officers and directors
who are  employees  of the Company or a  subsidiary  corporation  on the date of
grant.)

         By its terms,  the Option  Plan is  administered  by a  committee  (the
"Committee")  appointed by the Board of Directors which consists of persons,  or
by a  committee  of two or more  directors,  all of whom  must be  disinterested
persons and who serve at the  discretion of the Board of  Directors.  Subject to
the  provisions of the Option Plan, the Committee has the authority to determine
the persons to whom options will be granted, the exercise price, the term during
which options may be exercised  and such other terms and  conditions as it deems
appropriate.

         The  aggregate  fair  market  value  of  shares  issuable  pursuant  to
incentive  stock options  granted in any calendar year to an employee or officer
may not exceed  $100,000  subject to certain  carryovers  from  previous  years.
Incentive  stock options  granted under the Option Plan may not have an exercise
price less than the fair  market  value of the  Common  Stock on the date of the
grant (or 110% of the fair  market  value in the case of  employees  holding ten
percent or more of the voting stock of the Company.).  Options granted under the
Option  Plan will  expire  not more  than ten  years  from the date of the grant
subject to earlier  termination  under the Option Plan. The term of an incentive
stock option granted to a 10% holder shall be no more than 5 years from the date
of the grant.

         Under the Option Plan,  participants may be granted stock  appreciation
rights in connection with, or separately from, options.  Each stock appreciation
right consists of a right to receive,  upon  exercise,  either cash or shares of
Common Stock,  as determined in the  discretion of the  Committee,  equal to the
amount by which the  shares of Common  Stock on the date the stock  appreciation
right are  exercised,  only the  number of shares  actually  delivered  upon the
exercise of such stock  appreciation  rights will be charged against the maximum
number of shares which may be issued under the Option Plan.

         As of the date hereof,  options to purchase  1,000,000 shares of Common
Stock have been granted under the Option Plan.

                                       12

<PAGE>

Dividends

         It is currently  anticipated by management  that,  for the  foreseeable
future,  the  Company  will not be in a position  to pay cash  dividends  on the
Common Stock and that all earnings,  if any, of the Company will be retained for
investment in the Company's business.

Transfer Agent

         The American  Stock Transfer & Trust Company acts as Transfer Agent for
its Common Stock.

Limitation Upon Director's Liability

         The Certificate of  Incorporation  of the Company provides that members
of its Board of  Directors  shall not be subject to  personal  liability  to the
Company  or any of its  stockholders  for any  monetary  damages  for  breach of
fiduciary  duty,  except  liability for (i) any breach of the director's duty of
loyalty to the Company or its  stockholders;  (ii) acts or omissions not in good
faith or which involve  intentional  misconduct  or a knowing  violation of law;
(iii) paying a dividend or approving a stock  repurchasor  redemption  which was
illegal under  Pennsylvania  General  Corporation Law; (iv) any transaction from
which the  director  derived an  improper  personal  benefit,  or (v) any act or
omission  occurring  prior to the  adoption  by the  Company  of the  provisions
eliminating director's personal liability.

ITEM 12:  Certain Relationships and  Related Transactions

         The grant of options  include  shares  granted  to  Michael  Cascio and
Christine Cascio,  both attorneys for continuous  services to the Company.  They
are the children of Charles D. Cascio, former President and CEO of the Company.

ITEM 13:  Exhibits and Reports on Form 8-K

         References made to reports filed on 01/03/96 and 01/11/96 on Form 8-K.

                                       13

<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 report to
be signed on its behalf by the undersigned thereunto duly authorized:




                                ELECTRO-KINETIC SYSTEMS, INC.


Dated :  5/4/98              By: /s/
                                Julius Cherny, PhD., President





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


         SIGNATURE                      CAPACITY             DATED



           /s/                          Chairman of the      5/4/98
         Julius Cherny, PhD.            Board, Director      (DATE)