<PAGE>

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


                                   FORM 10-K


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

For the fiscal year ended December 31, 1996      Commission File No. 33-26531-LA


COMMERCIAL LABOR MANAGEMENT, INC.
---------------------------------

    A Nevada                                              IRS Employer No.     
    Corporation                                              88-241079         


Edward L. Torres, President
208 Mira Mar Avenue, Suite One
Long Beach, California 90803
(562) 987-5443


SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: .............None

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:....Common Stock, Par
                                                            Value $.05 Per Share


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    YES   X    NO       
days.                                                           -----     ----- 

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

Aggregate market value of voting common stock held by 
non-affiliates of the registrant (based upon the average 
of the closing bid and ask prices $.01 and $.02, 
respectively, as reported by the NASD OTC Bulletin Board 
on January 15, 1997)                                                   $ 92,646

Number of shares of registrant's common stock outstanding 
as of December 31, 1996.                                              9,264,584

DOCUMENTS INCORPORATED BY REFERENCE:  None.  


                                     - 1 -
<PAGE>
                              TABLE OF CONTENTS
                                                                           Page
                                                                           ----
INTRODUCTORY NOTE                                                            3 

PART I

    ITEM 1 - BUSINESS                                                          
    Background                                                               3 
    Employees                                                                4 
    ITEM 2 - PROPERTIES                                                      4 
    ITEM 3 - LEGAL PROCEEDINGS                                               4 
    ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS             5 

PART II

    ITEM 5 - MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED 
             SHAREHOLDER MATTERS                                             5 
             Market Information                                              5 
             Dividends                                                       6 
    ITEM 6 - SELECTED FINANCIAL DATA                                         6 
    ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
             AND OF RESULTS OF OPERATIONS                                    6 
             Background                                                      6 
             Results of Operations                                           7 
             Liquidity and Capital Resources                                 7 

    ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                     8 
    ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON 
             ACCOUNTING AND FINANCIAL DISCLOSURE                             8 
    
PART III

    ITEM 10 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
              PERSONS OF THE REGISTRANT                                      8 
    ITEM 11 - EXECUTIVE COMPENSATION                                         8 
    ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS                  
              AND MANAGEMENT                                                 9 
    ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                10 


PART IV

    ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
              ON FORM 10-K                                                  10 
              Index to Financial Statements                                 10 
              Index to Exhibits                                             11 
              Signatures                                                    12 
              Report of Independent Auditors                                13 
              Consolidated Balance Sheet                                    15 
              Consolidated Statement of Operations                          17 
              Consolidated Statement of Cash Flows                          18 
              Consolidated Statement of Shareholders' Equity                19 
              Notes to Consolidated Financial Statements                    20 


                                     - 2 -
<PAGE>
                              INTRODUCTORY NOTE


This Annual Report on Form 10-K contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange act of 1934, [as amended].  The Company intends that
such forward-looking statements be subject to the safe harbors created by such
statutes.  The forward-looking statements included herein are based on current
expectations that involve a number of risks and uncertainties.  Accordingly, to
the extent that this Annual Report contains forward-looking statements regarding
the financial condition, operating results, business prospects or any other
aspect of the Company, please be advised that the Company's actual financial
condition, operating results and business performance may differ materially from
that projected or estimated by the Company in forward-looking statements.  The
differences may be caused by a variety of factors, including but not limited to
adverse economic conditions, intense competition, including intensification of
price competition and entry of new competitors and products, adverse federal,
state and local government regulation, inadequate capital, unexpected costs and
operating deficits, increases in general and administrative costs, lower sales
and revenues than forecast, loss of customers, customer returns of products sold
to them by the Company or its subsidiaries disadvantageous currency exchange
rates, termination of contracts, loss of supplies, technological obsolescence of
the Company's products, technical problems with the company's products, price
increases fore supplies and components, inability to raise prices, failure to
obtain new customers, litigation and administrative proceedings which could
involve the Company in the future, the possible acquisition of new businesses
that result in operating losses or that do not perform as anticipated, resulting
in unanticipated losses, the possible fluctuation and volatility of the
Company's operating results, financial condition and stock price, losses
incurred in litigating and settling cases, dilution in the Company's ownership
of its subsidiaries and businesses, adverse publicity and news coverage,
inability to carry out marketing and sales plans, loss or retirement of key
executives, changes in interest rates, inflationary factors and other specific
risks that may be alluded to in this Annual Report or in other reports issued by
the Company.  In addition, the business and operations of the Company are
subject to substantial risks which increase the uncertainty inherent in the
forward-looking statements.  In light of the significant uncertainties inherent
in the forward-looking information included herein, the inclusion of such
information should not be regarded as a representation by the Company or any
other person that the objectives or plans of the Company will be achieved.


                                    PART I


ITEM 1. BUSINESS

BACKGROUND:

Commercial Labor Management, Inc. is a Nevada corporation (the "Company")
organized on October 18, 1988 with the initial name Tokyo Raiders, Inc.  It
subsequently changed its name to Club USPN, Inc., then to XL Corp. and then to
Commercial Labor Management, Inc.  The 

                                     - 3 -
<PAGE>

Company was incorporated for the purpose of engaging in any lawful business, 
with its original purpose to evaluate and acquire one or more unspecified 
businesses or properties.  Until May 1990, the Company was a developmental 
stage enterprise raising capital, searching for an acquisition, and acquiring 
7.5 acres of undeveloped residential land in New Jersey, at which time it 
changed its name to Club USPN, Inc.  An acquisition of a pizza marketing 
network company in 1990 was mutually rescinded on September 30, 1990.

Principal operations of the Company were not reestablished until May 10, 1993,
when the Company agreed to acquire all of the shares of SONO International, a
Nevada corporation, effective on June 9, 1993, in exchange for 625,000 shares of
the Company's common stock.  SONO International ("SI") was organized in Nevada
on July 2, 1992, to provide contract manufacturing and maquiladora (shelter)
services in Tijuana, Baja California, Mexico, with four wholly-owned
subsidiaries:  WIRETECH and EXCEL Mexican Manufacturing (both Nevada
corporations), and WIRETECH de Mexico, S.A. de C.V., and Operadora de Shelters,
S.A. de C.V. (both Mexican corporations).

On September 30, 1994, the Company sold its SI operations unit to SI's former
stockholders, and received in return 619,200 shares of the Company's common
stock held by those former SI stockholders.  The Company's motivation for this
transaction was due to the substantial losses incurred by the SI unit, without
signs of immediate improvement.  The shares received back by the Company
provided the Company with a reduction in share capitalization which could be
used in acquiring or merging with a more promising operating company.

On March 21, 1995, the Company entered into an Agreement and Plan of
Reorganization with Commercial Labor Management, Inc. pursuant to which the
Company acquired 100% of the total issued and outstanding common and preferred
stock of Commercial Labor Management, Inc. in exchange for 1,928,330 shares of
the Company's common stock.  Effective July 1, 1995, the Company and Commercial
Labor Management, Inc. entered into a Rescission Agreement pursuant to which
they mutually agreed to rescind the acquisition because the Company did not
believe that it had received adequate consideration for its purchase.  As a
result, the Company received a return of its 1,928,330 shares of common stock
which have been cancelled, and the Company tendered back all of the shares of
Commercial Labor Management, Inc. which it owned.  The Company is now seeking to
make another business acquisition or enter into another business combination
with an operating entity.


EMPLOYEES:

The Company does not currently have any employees.  The executive officers of
the Company are not currently paid any salary or other compensation for their
services.


                                     - 4 -
<PAGE>

ITEM 2. PROPERTIES

The Company owns 7.5 acres of undeveloped residential land in the township of
Howell, County of Monmouth, in the State of New Jersey.  The land was originally
transferred to the Company in April 1990 and is encumbered by a first mortgage
in the principal amount of $81,776, bearing simple interest at the rate of 12%
per annum, payable upon demand.  The Company intends to sell this property if
satisfactory terms can be reached.  The Company does not presently lease any
office facilities.  The leasing of office facilities is pending the acquisition
of or merger with another business which has not yet been identified.


ITEM 3. LEGAL PROCEEDINGS

The Company is not aware of any pending or threatened legal proceedings to which
it is or may be subject.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders during the year
ended December 31, 1996.


                                    PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER
        MATTERS.

MARKET INFORMATION:

The Company's common stock trades on the NASD OTC Bulletin Board Market under
the symbol "CLMI."  The following table sets forth the range of bid prices for
the common stock during the periods indicated, and the last sale prices as
reported on the OTC Bulletin Board.

YEAR ENDED DECEMBER 31, 1996:

<TABLE>
<CAPTION>
    Quarter            High       Low       Last Sale
    -------            ----       ---       ---------
<S>                    <C>       <C>        <C>
       4               $ .02     $ .01        $ .01
       3               $ .02     $ .01        $ .01
       2               $ .02     $ .01        $ .01
       1               $ .07     $ .05        $ .05
</TABLE>


                                     - 5 -
<PAGE>

YEAR ENDED DECEMBER 31, 1995:

<TABLE>
<CAPTION>
    Quarter             High      Low       Last Sale
    -------             ----      ---       ---------
<S>                    <C>       <C>        <C>
       4               $ 3.25    $ .25        $ .25
       3               $ 3.25    $ .75        $3.00
       2               $ 1.25    $ .25        $ .75
       1               $ 8.00    $ .13        $ .63
</TABLE>

On January 15, 1997, the last sales price per share of the Company's common
stock, as reported by the NASD OTC Bulletin Board Market, was $.01.

On January 15, 1997, the Company's 8,970,076 shares of common stock outstanding
were held by approximately 284 shareholders of record.

DIVIDENDS:

The Company has not paid cash dividends on its common stock since inception. 
Payment of dividends is within the discretion of the Company's Board of
Directors and will depend, among other factors, on earnings, capital
requirements and the operating and financial condition of the Company.  The
Company does not anticipate declaring or paying dividends on its common stock in
the foreseeable future.

ITEM 6. SELECTED FINANCIAL DATA

A summary of selected financial data for the three years ended December 31,
1996, 1995, and  1994 is presented below, and should be read in conjunction with
the audited consolidated financial statements for the years ended December 31,
1996, 1995 and 1994.

<TABLE>
<CAPTION>
 FOR THE YEAR:                  1996             1995            1994
                                ----             ----            ----
<S>                          <C>               <C>            <C>
 Sales                       $        0        $      0       $       0
 Income (loss) before        
    income taxes,
    minority interest and 
    extraordinary items               0               0        (577,161)
 Income (loss) before        
    minority interest and 
    extraordinary items               0               0        (577,161)
 Net Income                           0               0        (468,697)  

 PER SHARE:

 Net income (loss) before  
    extraordinary items               0               0            (.37)  
 Net income (loss)                    0               0            (.30)  

 AT YEAR END:

 Total assets                $1,440,359        $692,326        $462,711   
 Long-term obligations                0               0          81,776   

</TABLE>


                                     - 6 -
<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

BACKGROUND:

During the fiscal year ending December 31, 1996 the Company continued to search
for and evaluate operating businesses for potential acquisition, although no
offers were made by the Company.  The search for a new business acquisition was
only conducted sporadically because management, which was not paid any
compensation by the Company during the fiscal year ending December 31, 1996, was
able to dedicate only a limited amount of time to the Company's affairs. 
Management plans to update the Company's reports to the Securities and Exchange
Commission in 1997 and intensify its focus on the Company's goal of acquiring or
entering into a business combination with a new operating business.

RESULTS OF OPERATIONS:

The Company did not incur operating expenses or earn revenue during the fiscal
year ending December 31, 1996.  At the end of the year, the Company wrote off a
$180,000 demand note receivable from Edward L. Torres, the Company's President
and Chairman of the Board of Directors, as an uncollectible debt.  See "CERTAIN
RELATED TRANSACTIONS."  Mr. Torres was paid no compensation by the Company
during the fiscal year ending December 31, 1996.  He has been providing services
to the Company in its endeavor to update its financial statements and public
reports to the Securities and Exchange Commission.

LIQUIDITY AND CAPITAL RESOURCES:

The Company has no working capital and had a working capital deficit (i.e.,
current liabilities in excess of current assets) of $114,164 as of December 31,
1996.  The current liabilities are comprised of accounts payable to the
Company's independent certified public accountants for professional services
rendered and a demand note in the amount of $88,289 (as of December 31, 1996)
secured by a first mortgage on the Company's land in New Jersey.  The Company
presently has no financial resources to pay its accounts payable.  The Company
may sell or convey the land in order to repay the first mortgage.  The Company
has no operations and would have to raise capital by issuing stock or incurring
borrowings in order to repay its accounts payable.  There is no assurance that
the Company will be able to raise capital or borrow funds in the future, or
acquire an operating business with revenues.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements and supplementary financial information
which are required to be filed under this item are presented under "Item 14. 
Exhibits, Financial Statement Schedules and Reports on Form 10-K" in this
document, and are incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

Not applicable.


                                     - 7 -
<PAGE>
                                   PART III


ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF THE
         REGISTRANT


The following persons are the officers and directors of the Company, who will
serve in such capacities until their successors are duly qualified and elected.

         Name                     Position
         ----                     --------
    Edward L. Torres         Chairman of the Board of Directors,
                             President and Chief Financial Officer

    Mark French              Director and Secretary


Edward L. Torres has been the President, Chief Financial Officer and Chairman of
the Board of Directors of the Company since July 30, 1995, and was the President
of the Company from March 21, 1995 until June 1, 1995.  Mr. Torres was also the
President and principal shareholder of Commercial Labor Management, Inc. from
its inception in 1992 until July 30, 1995, when it ceased to conduct business. 
Commercial Labor Management, Inc. was engaged in the business of leasing
employees to a variety of businesses, primarily in California.  Since the
cessation of business by Commercial Labor Management, Inc., Mr. Torres has been
an independent marketing consultant for other employee leasing companies.  Mr.
Torres has a Bachelors in Business Administration from South Bay University.

Mark French has been the Secretary and a director of the Company since July 30,
1995 and March 21, 1995, respectively, and was the President of the Company from
June 1, 1995 until July 30, 1995.  Mr. French began his career in investments
and securities in London, England, where he was an institutional options and
bond trader for Barclays De Zoete Wedd, investment banking firm.  From 1990 to
1994, Mr. French was a registered representative with the National Association
of Securities Dealers, Inc. holding Series 7, 24 and 63 licenses.  During that
period he held positions with Chatfield Dean & Associates and Financial West
Group.  Since 1994 Mr. French has been an independent financial consultant for
different companies seeking to raise capital.  

    
ITEM 11. EXECUTIVE COMPENSATION

During the year ended December 31, 1996, no officer or director of the Company
earned more than $60,000 in total compensation.


                                     - 8 -
<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 

The following table sets forth, as of December 31, 1996, the total number of
shares of capital stock known by the Company to be owned by (i) each officer of
the Company, (ii) each director of the Company, and (iii) each beneficial owner
of 5% or more of the capital stock of the Company.



                           
                           NAME AND ADDRESS OF              NUMBER OF SHARES
TITLE OF CLASS OF STOCK    EACH BENEFICIAL OWNER            BENEFICIALLY OWNED
-----------------------    ---------------------            ------------------
Common Stock               Edward L. Torres(1)                      0
                           208 Mira Mar Avenue 
                           Suite One
                           Long Beach, California 
                           90803     

Common Stock               Mark French(2)                           0
                           967 Scottland Drive
                           Mt. Pleasant, South Carolina
                           29464 

-------------------------------------------------------

(1) Mr. Torres is the President, Chief Financial Officer and Chairman of the
    Board of Directors of the Company.

(2) Mr. French is the Secretary and a director of the Company.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On March 21, 1995, the Company entered into an Agreement and Plan of
Reorganization with Commercial Labor Management, Inc. pursuant to which it
acquired 100% of the total issued and outstanding common and preferred stock of
Commercial Labor Management, Inc. from Edward L. Torres in exchange for
1,923,380 shares of newly issued common stock of the Company.  Upon the closing
of the reorganization,  Mr. Torres became the President of the Company as well
as remaining the President of its wholly owned subsidiary, Commercial Labor
Management, Inc.  As it became apparent that the reorganization would be
mutually rescinded, Mr. Torres temporarily resigned from his positions as
President of the Company while the Rescission Agreement was negotiated, executed
and implemented.  Mr. Torres tendered all shares of the Company which had been
issued to him back to the Company pursuant to the Rescission Agreement. 
Commercial Labor Management, Inc. ceased to conduct business on July 30, 1995
after the rescission, and Mr. Torres then became the President and Chairman of
the Board of Directors of the Company.  See "Item 1.  BUSINESS - Background."  


On July 1, 1995, the Company received a noninterest bearing demand note payable
to it by 

                                     - 9 -
<PAGE>

Edward L. Torres, the owner of Commercial Labor Management, Inc., in 
connection with the Rescission Agreement entered into by the Company and 
Commercial Labor Management, Inc. effective July 1, 1995.  Pursuant to the 
demand note, Mr. Torres agreed to treat the $180,000 expended by the Company 
in connection with its attempted acquisition of Commercial Labor Management, 
Inc. as an advance by the Company to Mr. Torres.  Mr. Torres agreed to repay 
$180,000 to the Company upon demand.  Commercial Labor Management, Inc. ceased 
conducting business in July 1995 and the Company is currently not paying Mr. 
Torres any compensation for his services as an officer or director of the 
Company. 

On December 31, 1996, the Company wrote off the $180,000 note payable to it by
Edward L. Torres, its President and Chairman of the Board of Directors, as an
uncollectible debt.  The Company believes that Mr. Torres does not have the
financial capability to repay the note.  Furthermore, since July 1995 Mr. Torres
has been providing valuable services for the Company for which he has received
no compensation to date.  The Company is contemplating issuing shares of its
common stock to Mr. Torres as compensation for his services to the Company.  The
Company is also contemplating issuing shares of its common stock to Mark French,
the corporate Secretary and a director, in consideration for services rendered
by him for the Company since March 21, 1995.  The number of shares of common
stock to be issued to Mr. Torres and Mr. French for services rendered has not
yet been determined.



                                   PART IV


ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 10-K

INDEX TO FINANCIAL STATEMENTS:                                              PAGE
------------------------------                                              ----

Report of Independent Auditors..........................................     13 

Consolidated balance sheet at December 31, 1996 and 1995.................    15 

Consolidated statement of operations for the years ended 
December 31, 1996 and 1995..............................................     17 

Consolidated statement of cash flows for the years ended 
December 31, 1996, 1995 and 1994........................................     18 

Consolidated statement of shareholders' equity for the years ended 
December 31, 1996, 1995 and 1994........................................     19 

Notes to consolidated financial statements..............................     20 

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


                                     - 10 -
<PAGE>

INDEX TO EXHIBITS:
------------------

Exhibits designated by the symbol ** are management contracts or compensatory
plans or arrangements that are required to be filed with this report pursuant to
this Item 14.

The Company undertakes to furnish to any shareholder so requesting a copy of any
of the following exhibits upon payment to the Company of the reasonable costs
incurred by the Company in furnishing any such exhibit.

EXHIBIT NO.                  DESCRIPTION
-----------                  -----------

   23                        Consent of independent auditors



REPORTS ON FORM 8-K FILED IN 1996
---------------------------------

    None.




                                     - 11 -
<PAGE>
                                   SIGNATURES

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


Dated:  January 15, 1997

                                       COMMERCIAL LABOR MANAGEMENT, INC.
                                       ----------------------------------------
                                                     (Registrant)


                                       By:/s/ EDWARD L. TORRES
                                          -------------------------------------
                                                   EDWARD L. TORRES
                                       President and Chief Executive Officer


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

       Signature                    Capacity                         Date
       ---------                    --------                         ----


/s/ EDWARD TORRES       President, Chief Financial Officer,    January 15, 1997
----------------------  and Chairman of the Board of       
    EDWARD TORRES       Directors                          
                       


/s/ MARK FRENCH  
----------------------  Director, Secretary                    January 15, 1997 
    MARK FRENCH        



                                     - 12 -
<PAGE>


                                 [LETTERHEAD]



                        INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and Stockholders
of Commercial Labor Management

We have audited the accompanying balance sheet of Commercial Labor Management,
Inc. (a Nevada corporation) as of December 31, 1996 and 1995 and the related
statements of income, stockholder's equity and retained earnings, and cash flows
for the years then ended.  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 the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  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 financial statements referred to above present fairly, in
all material respects, the financial position of Commercial Labor Management,
Inc. as of December 31, 1996 and 1995, and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.



/s/ Armando C. Ibarra
----------------------------------
ARMANDO C. IBARRA, C.P.A., apc


Chula Vista

May 16, 1997


<PAGE>


                       COMMERCIAL LABOR MANAGEMENT, INC.
                                 BALANCE SHEET

--------------------------------------------------------------------------------

                                     ASSETS

<TABLE>
<CAPTION>
                                                              DECEMBER 31
                                                         1996           1995
                                                      -------------------------
<S>                                                    <C>            <C>
    CURRENT ASSETS                                     
      Note receivable                                  $      0       $180,000
                                                      -------------------------

        TOTAL CURRENT ASSETS                                  0        180,000

                                                           
    FIXED ASSETS                  
      Tax benefit                                       202,326        132,326
      Land                                              380,000        380,000
                                                      -------------------------

        TOTAL FIXED ASSETS                              582,326        512,326
                                                      -------------------------

    TOTAL ASSETS                                       $582,326       $692,326
                                                      -------------------------
                                                      -------------------------
</TABLE>


        THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT

<PAGE>

                       COMMERCIAL LABOR MANAGEMENT, INC.
                                 BALANCE SHEET

--------------------------------------------------------------------------------

                     LIABILITIES AND STOCKHOLDERS' EQUITY



<TABLE>
<CAPTION>
                                                             DECEMBER 31
                                                         1996          1995
                                                      ------------------------
<S>                                                     <C>          <C>
    CURRENT LIABILITIES:
    Accounts payable                                    $25,875            $0
    Note payable for land                                88,289        88,289
                                                      ------------------------

    TOTAL CURRENT LIABILITIES                           114,164        88,289
                                                      ------------------------

    TOTAL LIABILITIES                                   114,164        88,289

    STOCKHOLDERS' EQUITY:
    Preferred convertible stock, $1,000 par value              
      1,000 share authorized, 180 issued & outstanding  180,000       180,000
    Common stock, $.05 par value, 15,000,000 shares            
      authorized, 9,264,584 issued and outstanding       51,813        51,813
    Paid-in Capital                                     864,217       864,217
    Accumulated deficit                                (627,868)     (491,993)
                                                      ------------------------

    TOTAL STOCKHOLDER'S EQUITY                          468,162       604,037
                                                      ------------------------

    TOTAL LIABILITIES AND 
      STOCKHOLDERS' EQUITY                             $582,326      $692,326
                                                      ------------------------
                                                      ------------------------
</TABLE>


        THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT

<PAGE>
                         COMMERCIAL LABOR MANAGEMENT, INC.
                                STATEMENT OF INCOME

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                             DECEMBER 31
                                                         1996          1995
                                                      ------------------------
<S>                                                   <C>             <C>
    EXPENSES:
      Bad debt expense                                 $180,000            $0
      Professional fees                                  25,875             0
                                                      ------------------------

        TOTAL EXPENSES                                ($205,875)            0
                                                      ------------------------

    Net Income/(Loss) Before Taxes                     (205,875)            0

    Income Tax Benefit                                  (70,000)            0
                                                      ------------------------

        NET INCOME (LOSS)                             ($135,875)           $0
                                                      ------------------------

    Weighted Average Number of
      Shares Outstanding                              9,264,585       578,524

    Income Per Share                                           
      of Common Stock                                         0             0
                                                      ------------------------
                                                      ------------------------
</TABLE>



        THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT

<PAGE>

                        COMMERCIAL LABOR MANAGEMENT, INC.
                             STATEMENT OF CASH FLOW

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                             DECEMBER 31
                                                         1996          1995
                                                      ------------------------
<S>                                                     <C>          <C>
    CASH FLOWS FROM OPERATING ACTIVITIES

    NET CASH FROM OPERATING ACTIVITIES                        0             0
                                                      ------------------------

    CASH FLOWS USED IN INVESTING ACTIVITIES

    NET CASH FROM INVESTING ACTIVITIES                        0             0
                                                      ------------------------

    CASH FLOWS FROM FINANCING ACTIVITIES

    NET CASH FROM FINANCING ACTIVITY                          0             0
                                                      ------------------------
                                                                              
    NET INCREASE (DECREASE) IN CASH                           0             0
                                                                              
    CASH AT BEGINNING OF YEAR                                 0             0
                                                      ------------------------

    CASH AT END OF YEAR                                      $0            $0
                                                      ------------------------
                                                      ------------------------
</TABLE>


        THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT

<PAGE>

                       COMMERCIAL LABOR MANAGEMENT, INC.
                CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                 FROM DECEMBER 31, 1993 TO DECEMBER 31, 1996

<TABLE>
<CAPTION>
                                        Common Stock          Preferred Stock 
                                    ----------------------------------------------   Additional   Treasury
                                      Number                  Number                  Paid-in       Stock    Accumulated
                                    of Shares    Amount     of Shares    Amount       Capital      & Adj's      Deficit     Total
                                   ------------------------------------------------------------------------------------------------
<S>                                <C>          <C>          <C>       <C>            <C>         <C>         <C>          <C>
  BALANCE-DEC. 31, 1993               800,000    40,000                                219,192    (171,685)     105,287     364,479

         1994 ACTIVITY 
Excercise of warrants                  50,000

Two-for-one split on 3/1/94           850,000             

Warrants exercised                    197,867    11,813                                473,340     171,685                  656,838

Adjust stock to reflect the 1993           
 SEMAC debt exchange                 (395,141)

Sale of operations                   (619,200)                                         171,685 

Loss for the year ended 12/31/94                                                                               (590,767)   (590,767)
                                   ------------------------------------------------------------------------------------------------
  BALANCE-DEC. 31, 1994               883,526   $51,813                               $864,217           0    ($485,480)   $430,550
                                   ------------------------------------------------------------------------------------------------
                                   ------------------------------------------------------------------------------------------------

         1995 ACTIVITY 
Three-for-one reverse split 3/20    (589,018)

1995 Net Transactions              8,970,076             

Issuance of Preferred Stock                                  180,000   $180,000                                             180,000

Loss for the year ended 12/31/95                                                                                 (6,513)     (6,513)
                                   ------------------------------------------------------------------------------------------------
  BALANCE - DEC. 31, 1995           9,264,584   $51,813      180,000   $180,000       $864,217           0    ($491,993)   $604,037
                                   ------------------------------------------------------------------------------------------------
                                   ------------------------------------------------------------------------------------------------
         1996 ACTIVITY
Loss for the year ended 12/31/96            0         0            0          0              0           0     (135,875)   (135,875)
                                   ------------------------------------------------------------------------------------------------
  BALANCE - DEC. 31, 1996           9,264,584   $51,813      180,000   $180,000       $864,217           0    ($627,868)   $468,162
                                   ------------------------------------------------------------------------------------------------
                                   ------------------------------------------------------------------------------------------------
</TABLE>


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS


<PAGE>


                             COMMERCIAL LABOR MANAGEMENT
                           NOTES TO THE FINANCIAL STATEMENT
                                  DECEMBER 31, 1996


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

   GENERAL:

   Commercial Labor Management, Inc. (formerly XL Corp.) is a Nevada 
   Corporation (the "Company") was organized October 19, 1988.

   The Company was originally incorporated in Nevada under the Tokyo Raiders 
   on October 19, 1988.  In 1990, the Company acquired certain rights to a 
   pizza franchise and changed its name to Club USPN, Inc.  In June of 1993, 
   the Company acquired Sono International, Inc., but those operations were 
   discontinued and the shares of Sono were sold to the original shareholders 
   of Sono.  In March of 1995 the Board approved the merger with Commercial 
   Labor Management which was handled as a reverse merger, and also approved 
   a name change to Commercial Labor Management.  However, that merger was 
   rescinded and never completed.  The Company is currently seeking other 
   potential mergers or acquisitions.

   INCOME TAX REPORTING:

   The Company files a corporate tax return in the U.S.

   EARNINGS PER SHARE:

   The calculations of earnings per share was determined by dividing the net 
   income or loss by the computed weighted average number of common shares 
   outstanding during the applicable period, adjusted for the 1 for 3 reverse 
   split effected in March 20, 1995. The weighted average calculation is as 
   follows: No change in 1996 so the weighted average equals the number of 
   shares outstanding of 9,264,585.

   INCOME TAXES:

   In December 1992 the Financial Accounting Standards Board issued Statement 
   of Accounting Standards Number 109, "Accounting for Income Taxes" (FASB 
   109). Adoption of FASB 109 is required for fiscal years beginning after 
   December 15, 1992.  The Company follows the requirements set forth in FASB 
   109.

2. PAID IN CAPITAL

   Paid in capital is made up in part by contributions of office furniture & 
   equipment, manufacturing equipment, trade receivable, and accounts payable 
   in exchange for common stock.  Common stock was issued to Shareholder's of 
   record in exchange for these net assets.  Also, in the fourth quarter of 
   1994 the Company issued some common stock to individuals to whom money was 
   owed for professional services rendered, prior to the sale-back of 9/30/94.

<PAGE>
                          COMMERCIAL LABOR MANAGEMENT
                       NOTES TO THE FINANCIAL STATEMENT
                               DECEMBER 31, 1996


3. CAPITAL STOCK:

   PREFERRED CONVERTIBLE STOCK

   Each share of Series A Convertible Preferred Stock is convertible, at 
   certain times or on the occurrence of certain events, into shares of 
   Company Common Stock valued at 70% of the Market Place.  The Company 
   authorized 1,000 shares and there were 180 shares issued and outstanding 
   as of December 31, 1996.  These shares have been converted to common stock 
   as of December 31, 1996.

   COMMON STOCK

   The authorized capital stock of the company consists of Common Stock.  
   Authorized shares of stock at September 30, 1995 were 15,000,000.  There 
   are 9,264,584 shares outstanding as of December 31, 1996.

   The issuance for the CLM acquisition and anti-dilutive clause were made on 
   9/30/95.

5. LAND:

   Land consist of 7 1/2 residential acres of undeveloped land, in the 
   township of Howell, County of Monmouth, in the state of New Jersey.  The 
   property was transferred to XL Corp. In April of 1990 at the historical 
   cost of $380,000 which was the same as appraised value, along with a 
   mortgage in the original amount of $50,000.

5. TAX BENEFIT:

   The Company has a loss carryforward in the amount of $615,784 available to 
   offset future taxable income.  These losses expire as they offset income 
   or can be carryforward for a maximum of 15 years.  The Company believes 
   it will use the credit before it expires.  However, no estimates of future 
   income are available so the benefit is reflected as a long-term asset.

6. NOTE RECEIVABLE:

   In anticipation of an acquisition or merger, the Company advances $180,000 
   to Commercial Labor Management (Sole-Proprietorship).  The management of 
   the Sole-Proprietorship had agreed to repay the note by September 10, 1996 
   with 10% interest.  The note was written off as a bad debt because 
   management considered it to be uncollectable.