<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                  FORM 10-KSB

                Annual Report Pursuant to Section 13 or 15(d)
                    of the Securities Exchange Act of 1934

    For the fiscal year ended April 30, 1997. Commission File Number
    0-17623.

                        DATABASE TECHNOLOGIES, INC.
    ----------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

                Delaware                           02-0429620
    ----------------------------------------------------------------------
        (State or other jurisdiction of                  (I.R.S. Employer
        incorporation or organization)             Identification No.)

          172 Route 101, Suite No.D-5, Bedford, New Hampshire, 03110
    ----------------------------------------------------------------------
                (Address of principal executive offices)      (Zip Code)

    Registrant's telephone number, including area code: (603) 472-8222

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

                                                Name of each Exchange on
            Title of each Class                     which registered
            -------------------                 ------------------------
                  NONE                                    NONE

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

                        Common Stock, $.001 par value
    ----------------------------------------------------------------------
                             (Title of Class)

    Indicate  by  check  mark  whether  the  registrant (1)  has  filed all
    reports required to be filed by  Section 13 or 15(d) of the  Securities
    Exchange  Act  of 1934  during  the  preceding  12  months (or for such
    shorter period that the registrant was required to file  such reports),
    and (2) has  been  subject  to such filing requirements for the past 90
    days.
                       Yes _X___.       No ____.

      The number of shares of the Common Stock of the Registrant outstanding
    on June 30, 1997 was 2,466,082.  The  aggregate   market value of voting
    stock of the Registrant held by non-affiliates of  the  Registrant as of
    June 30, 1997  was approximately $250,000.

                        DOCUMENTS INCORPORATED BY REFERENCE
                        -----------------------------------
    See Exhibit Description Index on Page  30.

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<PAGE>
                                PART I


    ITEM 1.   Business

    General

    The Registrant was incorporated under the laws of the State of Delaware
    on November 4, 1988, under the name of  Database Technologies, Inc.  to
    engage  in,  among  other lawful activities, the business of owning and
    operating the database which was transferred  to  it by Pathfinder Data
    Group Inc. ("Pathfinder"), a  Colorado  corporation  which  is a public
    company and has been a  reporting  company  pursuant  to the Securities
    Exchange  Act  of  1934.

    On December 8, 1988, Pathfinder transferred to Registrant the  database
    described as follows:

       Data stored in a  hard  disk  with tape back-ups  classified as
       PATHFIND - DMS.  The  database  provides  information assisting
       insurance property  adjusters  in replacing insured's losses by
       identifying discontinued products and the current like kind and
       quality replacement models and replacement values. The database
       includes products such as  stereo  equipment, television, video
       equipment,   photographic   products,   and   automotive  sound
       equipment.  Included  therein  is historical reference material
       concerning products up  to  ten  years  old  consisting of over
       20,000 models and types.  There are  over 70,000  features that
       describe  the  various  models  referenced  in  the  data.  The
       database  is  updated  monthly  with  new  models  as  they are
       introduced as well as price changes as they occur.

    By  its  action  Pathfinder,  in  transferring  to  the  Registrant the
    database,  intended  to  split  and  divide  its  current   activities.
    Pathfinder will remain in the insurance replacement business, and   the
    Registrant will license its database to insurance companies.

    The Pathfinder Board of Directors authorized management to proceed with
    a  plan  to  spin  off  Registrant by means of a distribution to common
    shareholders  of  Pathfinder  of  all  of  the outstanding stock of the
    Registrant.  At  the  effective  time  of  the distribution, all of the
    outstanding  capital  stock  of  the Registrant will be  distributed to
    holders of  Pathfinder  common stock on a one for one basis without any
    consideration being paid by such holders.


    On December 8, 1988,  Pathfinder  requested the Division of Corporation
    Finance of the Securities and Exchange Commission to issue a Non-Action
    Letter as to the following:

        (i) either (a) concur in our view that the Distribution would not
        constitute a "sale" of the DTI Common Stock  to be distributed to
        holders  of  Pathfinder  common  stock  under Section 2(3) of the
        Securities Act of 1933, as amended (the "Securities Act"), or (b)
        confirm  that  it  will  recommend  that no enforcement action be
        taken   by   the   Securities   and    Exchange   Commission (the
        "Commission")   if   the   Distribution   is   effected   without
        registration of the DTI Common Stock under the Securities Act;

                                       2
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        (ii) concur in our view that the shares of DTI Common Stock to be
        received by shareholders of  Pathfinder in the Distribution would
        not be deemed to be "restricted securities" within the meaning of
        Rule  144(a)(3)  promulgated  under the Securities Act, and that,
        for purposes of Rule 144(c)(1)  promulgated  under the Securities
        Act,  Pathfinder  would  be  deemed to be a predecessor of DTI so
        that sales of DTI Common Stock by affiliates of DTI could be made
        pursuant to Rule 144 immediately upon the registration of the DTI
        Common Stock under  Section 12 of the  Securities Exchange Act of
        1934, as amended (the "Exchange Act");

        (iii) either(a) concur in our view that the sale of shares of DTI
        Common  Stock  by an independent agent to provide cash in lieu of
        fractional  shares  would not require registration of such shares
        under  the  Securities  Act or (b) confirm that it will recommend
        that  no  enforcement  action  be taken by the Commission if such
        shares are sold without registration under the Securities Act.

    By letter dated January 25, 1989, the  Division of  Corporation Finance
    issued its No-Action Letter which provided among other things that:

        "Based  on  the  facts  presented  and  noting that recipients of
        Database Technologies, Inc. will receive an information statement
        containing substantially the  information as would be required by
        Regulation 14C under the Securities Exhange Act of 1934, and that
        a registration statement on Form 10 relating to  the common stock
        of Database will be filed before the distribution, this  Division
        will not recommend enforcement action  to  the  Commission if the
        Database   common   stock   is   distributed   to  the  Company's
        stockholders in the  manner  described without registration under
        the Securities Act of 1933.
        
        "The  Database  common  stock distributed will not be 'restricted
        securities' within  the  meaning  of the rule 144(a)(3) under the
        1933 Act. Sales by the Company's  affiliates  would be subject to
        rule 144,  except  for  the  holding  period  requirement, absent
        registration or another exemption. Because the Company's periodic
        reports  have  not  contained  information  specific to Database,
        the Division does not agree that the Company should be deemed the
        predecessor of Database.As a result,sales in reliance on rule 144
        may  not begin before satisfaction of the 90-day period specified
        in rule 144(c)(1).

        "While not necessarily agreeing with your analysis,  this Division
        will not recommend  enforcement  action  to the  Commission  if an
        independent agent   sells   shares   of   common   stock   without
        registration to provide  cash  for the  elimination  of fractional
        share interests.

        "Because these positions are based on the representations made to
        the   Division  in your letter, it should be noted that different
        facts or conditions  might  require  different results. Moreover,
        the responses  regarding  registration  under  the  1933 Act only
        represent the Division's  position  on  enforcement action and do
        not express any legal conclusions on the questions presented."

                                       3
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    Pursuant to the No-Action Letter, Form 10 was filed with the Securities
    and Exchange Commission on April 17, 1989.  After comments were made by
    the SEC, Registrant filed its Amendments (Form 8) on  May 22, 1989.  On
    May 26, 1989, Registrant was advised by the  SEC  that the Registration
    Statement  was  deemed  completed  as  of  May  26,  1989.  Thereafter,
    Registrant's shares were distributed by  Pathfinder  Data Group Inc. to
    its shareholders of record as of June 9, 1989.  Stock certificates were
    mailed to shareholders on July 7, 1989.

    The  Registrant  is  engaged  in  the  business  of  providing  data to
    insurance  companies  for  claims  handling.  Pathfinder  provides  the
    replacement of products  as a result of insurance losses.  Prior to the
    transfer  of  the  database  to  Registrant,  Pathfinder performed both
    functions.  The  product replacement service allows insurance companies
    to replace merchandise lost through either fire,  natural disaster,  or
    theft with new products.  Through  agreements with major manufacturers,
    Pathfinder has products shipped directly  to  the insured in settlement
    of claims made.

    The data provided by the  Registrant allows the claim representative to
    evaluate a property loss claimed by an insured by using a computer  and
    comparing the product the insured has  lost  with a current replacement
    model.  It  illustrates the year, list price  and compares the features
    of  the  products  and shows the adjuster the discount from list or the
    actual replacement cost of that product to the insurance company.  This
    saves  the  claim  representative time in handling the file and reduces
    the severity of loss to the insurance company.

    Data  is  assembled  by the Registrant from manufacturers' price sheets
    and  catalogs  and  is indexed by a proprietary system developed by the
    Registrant.

    The  insurance  industry  has  never  had  a  single  source of product
    information to use in processing a claim.  Historically  they have made
    telephone  calls  to  local retailers, used catalogs, etc., but because
    the nature of the products and frequent model changes by manufacturers,
    the  information  has  been  unreliable.  Registrant has researched and
    developed a database of product information that extends  back eighteen
    (18)  years  and   presently  has  over  100,000 products  and  125,000
    descriptions of those products. By setting parameters of comparison and
    standards  of  evaluation  the  Registrant  has  been able to present a
    database  that  is  accurate  and  cost  effective  for their insurance
    customers. Within seconds, using a computer, the claim adjuster can now
    obtain reliable information with which to settle the loss.

    The  Registrant  has several methods of marketing its database product.
    If the customer has a mainframe computer, the Registrant will provide a
    tape  quarterly  reflecting  model  and  price   changes  for  products
    contained therein.  An annual fee is charged  for  this service. At the
    present time,there are no clients using the mainframe service.

    Another method is for the  Registrant  to provide the data on diskettes
    to an individual claim office for use in their PC.  These diskettes are
    sent  monthly,  and the  monthly fee is  based on the number of PC's in
    which  the  database  resides.

                                       4
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    A third method,  which is now under development uses the Internet where
    the Registrant developed a web page with the domain name, CLAIMLINK.com
    and is accessed by typing  the following command into  the command line
    when connected to the world wide web.   This allows insurance carriers,
    insurance claim adjusters and others needing access to the database and
    programs a way to  communicate with  the Company using their modem  and
    internet connection.  The Company also has E-mail capability to send or
    receive messages through a modem via the internet. It is the opinion of
    Management this form of communication and access will prove  a valuable
    tool in the future.   A method for developing  a revenue stream for the
    Registrant using the internet is under development.  This will allow an
    insurance  claim representative  to inquire into the  main database for
    the  product  information necessary to settle the claim.  The  customer
    pays an  access fee for the information but the long distance telephone
    costs are not involved because of the path through the internet. At the
    present time the system is not  being used because  the development has
    not been completed to allow implementaion and access to the system.

    A final method used by the Registrant is to allow a  claim  adjuster to
    call   the   Registrant   over  the  Registrants  WATS  lines  and  the
    Registrant's  telephone  counselors  provide  the  information verbally
    followed up with a print-out and an invoice based on a per quote fee of
    $4.00.  There  are  certain  customers  using this method, but they are
    insignificant  in  number  and revenue but a trend to increase usage is
    developing for this market. Some of the clients who use this method  as
    their usage increased have converted to the PC based system because  of
    economic savings associated with the PC system.

    The Registrant during the past  year  started  to  license  replacement
    companies to use the database to improve the efficiency  of  their  own
    staff. These replacement companies provide a telephone service to  both
    their local claim offices and in many instances on a national basis. At
    this point the service has been well received  by  these  companies and
    the Registrant is receiving inquiries from other  companies  interested
    in subscribing.
   
    The  Registrant  has  instituted  a  new fee structure linked to volume
    site discounts for its insurance  clients.  Initial reaction to the new
    fee  structure  has  been  favorable,  because  it allows the insurance
    carrier to reduce costs and increase  the number  of stations available
    for  use  by  adjusters.  This could  adversely  impact   revenues  and
    profits for the Registrant in the short term but longer term it  should
    increase both revenues and profits by reaching a larger base of clients
    an developing greater penetration within existing accounts.

    To  acquire  the  data  the Registrant attends industry trade shows and
    maintains relationships  with manufacturers and vendors who provide the
    raw data.

                                    5

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<PAGE>
                                  

    In order to manage the data the  Registrant uses product specialists to
    compare  the  data  and  make  the changes as necessary. The Registrant
    maintains a large PC microcomputer as the host for the data.Using it to
    produce  diskettes for  assembly and  distribution to users to download
    to PC's.An information systems manager manages all the data storage and
    supervises  a  data entry clerk.  The systems manager also develops new
    software and systems to increase the efficiency and speed of the system.
    Under  development  is a program of artificial intelligence to automate
    the comparison of data records allowing the product specialists to deal
    only with exceptions or unusual changes.

    Management  maintains  data  integrity programs for its database. As an
    example of data integrity, if a particular  product from a manufacturer
    is discontinued and for various reasons cannot be replaced with a "like
    kind  and  quality"   replacement,   then   it  is  deemed  "No  Direct
    Replacement",  and  in  the  opinion  of  the  Registrant a fit with an
    existing model probably would be unsatisfactory to  the  insured.  As a
    consequence thereof,  the insurance company should pay cash rather than
    try to replace the item.

    The company has, over the past year,  developed a new vendor network to
    facilitate  local  delivery  of replacement products to insureds.   The
    vendor network  has  expanded  over the past year  to include a greater
    variety of products and sources.  Management feels  further development
    of the replacement vendor network will enhance the value  of the  data-
    base system to its insurance clients.After many years of being involved
    with the product replacement business, Management is of the opinion the
    best method of delivery is to allow the insured the  ability to pick-up
    merchandise locally as opposed to  having  the product  shipped to them
    from a distant source.  This procedure not  only  reduces  the time the
    insured is without the product but it also  removes  shipping  from the
    replacement process thereby reducing additional costs and  the  risk of
    loss or damage to the merchandise by the common carrier.  If  the local
    source of the product is unavailable, then the alternative of  shipping
    the merchandise from the manufacturer or distributor is still possible.

    The Company backs up the representations made by the system through the
    ability  to  replace  the actual items quoted at the replacement prices
    through local replacement sources directly  to the  insureds,  or as an
    alternative through the development of a system using manufacturers and
    distributors,the product is shipped directly to the insured,the Company
    is invoiced by the  vendor  and  in turn invoices the insurance company
    for the replacement.

    Customers

    At the present time there are many small insurance company's using the
    system.  No single  user represents  more than 21% of the Registrant's
    current revenues.

    Allstate  Insurance Company, formerly represented 50% of  Registrant's
    revenues, canceled its contract effective October, 1989.

                                  6
</PAGE>
<PAGE>
  
    Farmers Insurance Group, represented  30% of the  Registrant's revenues
    in the year ended April 30, 1993 did not renew its contract in the year
    ended April 30, 1994 year.

    The  Registrant  provides  service  in  the  PC configuration to GEICO,
    American  Family Insurance Co., Arbella Mutual Insurance and many other
    insurance carriers. In addition to the  property and casualty insurance
    carriers, the Registrant  provides data  services  to several major van
    lines to assist them in the settlement of cargo losses.

    On December 13, 1993, the Registrant signed a Marketing Agreement  with
    David A Johnson & Associates to  market  the  Registrant's  proprietary
    merchandise replacement database on a non- exclusive  basis  along with
    David A. Johnson & Associates , Contents Reporting System.

    On February 28, 1994,  the  Registrant signed a License Agreement  with
    ADP  Property  Claims  Services, Inc.  a  wholly  owned  subsidiary  of
    Automatic  Data  Processing, Inc.,  a New York  Stock  Exchange  listed
    company  for  the  Registrant's Qwik-Claim and Qwik-Quote programs   on
    an exclusive basis and the proprietary merchandise replacement computer
    database on a non-exclusive basis.  This  agreement with ADP terminated
    on January 30, 1996. During the period of the agreement the  Registrant
    was of the opinion that ADP did  not put forth the  necessary marketing
    efforts to make the agreement succeed. The small contracts that ADP did
    sign will provide a small although insignificant revenue source for the
    next two years.

    The Registrant also provides data services to replacement companies and
    retail electronic chains who have insurance replacement divisions.  The
    use of the Registrant's systems and data allows them  to save  time and
    increases the efficiency of personel handling the inquiries from  their
    insurance clients. A further benefit is in the accuracy of the database
    which reduces mistakes while producing a uniform product for  presenta-
    tion to the carrier.  The  database has become an industry standard for
    those firms  engaged in the replacement of consumer electonic products,
    appliances and tools.

    Among the firms using the database for replacement data and pricing are
    Ultimate Electronics,   Magnolia Hi-Fi,  and  Comprehensive Replacement
    Centers.

    Proposals have been made and discussions are continuing with some large
    national  consumer electronic retailers for expansion of the program on
    a national level.

    In addition  to the  consumer electronics  database,  the Registrant is
    considering expansion into  other consumer product lines  such as  home
    furnishings, clothing  and  housewares. Requests from the Registrant' s
    insurance clients have prompted investigation into the viability of new
    database  products. An initial analysis of the  market and focus  group
    meetings with clients  have indicated the new products offerings  would
    gain wide acceptance.  The  Registrant  is now  field testing  some new
    databases with clients to determine market reaction because the  search
    techniques  employed are  different from the search  techniques  of the
    present consumer electronic database products.

                                  7

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    Marketing

    At the present time the Registrant markets it's software  and database
    directly to insurance carriers.  It is anticipated with the end of the
    agreement with ADP the Registrant will increase its  own marketing and
    as well as its efforts with David A. Johnson & Associates.  Additional
    resources will be  needed to expand the marketing and sale efforts for
    its programs.

    One very effective marketing method in the past had been the insurance
    industry trade show held each Spring. For the past three years at this
    seminar the Registrant has  invited the  replacement vendors using its
    systems and software vendors having  complimentary  and  non-competing
    types of products to participate in the  exhibition as a type of joint
    venture through the placement  of their  displays directly adjacent to
    the Registrant's.  This proved to a very  effective method to increase
    the visibility of the participants but also projected an image of size
    and credibility a small display  would not accomplish.   In the future
    it is anticipated this  program  will  be expanded as more vendors and
    replacement companies use the systems.

    The Registrant is presently evaluating several new programs and methods
    for delivery of both the claims handling programs and assorted database
    products under development. CD rom, imaging technolgy, windows and  OS2
    are under evaluation as possible new options. Insofar as any  of  these
    options would require new capital investment  by our clients to upgrade
    or replace their present systems,  the Registrant  does not  intend  to
    invest in or actively promote these various options  until such time as
    the client indicates  the need and the committment.


    Competition

    At the present time,  to the  Registrant's knowledge,  there  are  three
    companies providing this type of service to the insurance industry which
    allows  an insurance claims adjuster to reference a historical database,
    which  in  turn  references  a current like kind and quality replacement
    model  with  a replacement cost figure  indicated.  Another company  CUC
    International has a system  that  may be  accessed  over the  Compuserve
    network,  but  it  lacks  the  historical  database  the  Registrant has
    developed, recently discontinued its services to the insurance industry.
    CCC Corp. was the major competitor  of the Company,  being  larger  with
    greater financial resources  than the Registrant, also discontinued  the
    contents services to the insurance industry. A new  system introduced by
    a company called ReClaim of  Dallas,Texas is in the process of marketing
    a similar product to the insurance industry.  Several  new entrants into
    the contents claim systems segment of  the insurance  industry  appeared
    during the past year. ACV in Seattle, Washington , Vedder Software  from
    Schenctady, NY and Boeckh from Milwaukee,WI,  all of whom  have contents
    claim systems but lack the historical  database for  product referencing
    required by insurance carriers. The VIA Group of  Denver, CO is the heir
    to the former system used by CCC and with a similar historical database.
    The contents area of claim solutions appears  appears to be attracting a
    great deal of interest at this time.

                                      8
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<PAGE>
      

    Government Regulation

    Compliance  with  federal,  state, and local provisions which have been
    enacted  or  adopted  to  regulate  the discharge of materials into the
    environment or otherwise relating to the protection of the environment,
    has not had in the past, and the Registrant believes,  will not have in
    the future,  a material effect upon the capital expenditures,  earnings
    or competitive position of the Registrant.

    Backlog

    The Registrant does not have a backlog, but clients have agreements for
    services  for  varying  time  periods.  Some short term agreements have
    been renewed by the insurance carriers.The Registrant feels the results
    achieved  in  using  the  system  have  been  favorable. In the  future
    it is probable, these agreements will  be  extended  by  the  insurance
    carriers. By using the  system, they  have  experienced  a reduction in
    severities  and  a savings of indemnification dollars. As of this time,
    Registrant has monthly revenues of approximately $ 11,000.  principally
    from contracts with different termination dates.


    Employees

    The Registrant has two full-time employees.   There are two programmers
    under contract for database development and the  support of its systems
    in the field.The Registrant's President, Allan S. Wolfe, also serves as
    President of  Pathfinder Data Group Inc.


    ITEM 2.   Properties

    The  Registrant  occupies one (1) suite ,as a tenant of space  which is
    located at 172 Route 101,Suite No.D-5,Bedford,New  Hampshire, occupying
    approximately 1150 square feet of office space  which it  leases from a
    trust  for $350. per month.The Registrant's President is trustee of the
    trust but he has no beneficial interest in the trust.

    ITEM 3.   Legal Proceedings

    The Registrant is not involved in any material legal proceeding.

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

    Inapplicable.

                                   9
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                                  PART II


     ITEM 5.   Market for the Registrant's Common Stock and Related
               Securities Holder Matters

    (a) The Registrant's Common Stock is traded on  the OTC Bulletin Board.
    The  Common Stock  began trading  at the  beginning  of June, 1989. The
    prices below  represents  dealer quotations, do  not  represent  actual
    transactions,  and  do  not  include  retail  mark-ups or mark-downs or
    commissions.  The prices were determined from information obtained from
    the National Quotation Bureau Incorporated.

    Month                       Low Bid                       High Bid
    -----                       --------                        -------
    June, 1989                     $.25                          $.25
    July 31, 1989                   .18                           .25
    October 31, 1989                .06                           .18
    January 31, 1990                .02                           .12
    April 30, 1990                  .02                           .12
    July 31,1990                    .02                           .12
    October 31, 1990                .025                          .09
    January 31, 1991                .025                          .09
    April 30,1991                   .025                          .09
    July 31, 1991                   .025                          .09
    October 31, 1991                .03                           .075
    January 31, 1992                .03                           .075
    April 30, 1992                  .03                           .075
    July 31, 1992                   .04                           .075
    October 31, 1992                .10                           .18
    January 31, 1993                .12                           .18
    April 30, 1993                  .12                           .18
    July 31, 1993                   .15                           .25
    October 31, 1993                1/4                           3/8
    January 31, 1994                1/2                           3/4
    April 30, 1994                  5/8                           7/8
    July 31, 1994                   5/32                          1/2
    October 31, 1994                1/8                           5/16
    January 31, 1995                1/8                           3/8
    April 30, 1995                  1/8                           3/8
    July 31, 1995                   1/8                           3/8
    October 31, 1995                3/32                          3/16
    January 31, 1996                1/16                          3/16
    April 30, 1996                  3/16                          3/8
    July 31, 1996                   1/8                           1/4
    October 31, 1996                1/32                          1/8
    January 31, 1997                1/16                          1/4
    April 30, 1997                  1/16                          1/4
    June 30, 1997                   1/16                          1/4

    The  approximate number of holders of record of the  Common Stock of
    the Registrant as of June 30, 1997 was 800.

    No cash dividends have ever been declared by the Registrant.  While the
    payment  of  cash dividends rests within the discretion of the Board of
    Directors,  the Registrant proposes to retain earnings,  if any, in the
    foreseeable future for use in the  development of  its  business. It is
    not anticipated  that cash dividends will be paid  in  the  foreseeable
    future.  The  payment  of dividends is contingent upon future earnings,
    if any,  the Registrant's financial condition and capital requirements,
    general business conditions and other factors.

                                 10
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<PAGE>


    ITEM 7.   Management's Discussion and Final Analysis of Financial
              Condition and Result of Operations

    REVENUES

    The  Registrant's  revenues  for  the fiscal year ended  April 30, 1997
    were  $ 98,312   when compared to the  prior year ended  April 30, 1996
    of $188,620  shows a decrease of $90,308  from that prior period.
    
    During the 1997 fiscal year,the loss of a major client  two years prior
    was still having an impact on the  Registrant's revenues.  The loss  of
    revenue  has not been  offset  by the  addition  of any substantial new
    client. There also  was a loss of some smaller clients during the year.
    The Registrant is trying to increase the marketing and sales efforts in
    an  attempt to revitalize sales however with the limited resources that
    are available to the Registrant it is a difficult task.

    The operating loss for the year ended April 30, 1997 was $50,243  which
    was $10,080  dollars higher than the operating loss for the same period
    ended April 30, 1996.   This  operating loss  was the largest loss from
    operations in four years. Unless revenues can be  returned  to a higher
    level the operating losses are likely to continue.  The  Registrant has
    been unable during the last year to sign another major client to offset
    this  loss of  revenue.  The client base  of the Registrant  has eroded
    over the past year.
    
    The Registrant  signed a  licensing  and  marketing agreement  with ADP
    Property  Claim  Services,Inc.  during the last quarter of fiscal 1994.
    This  agreement, it was anticipated,  would have given the Registrant's
    systems greater exposure in the market  than the Registrant  could have
    achieved by its own marketing efforts. This agreement was terminated on
    January 30,1996.During the period it was in effect it failed to produce
    the substantial revenues that were expected at the time of signing.




    OPERATIONAL EXPENSES

    The Registrant's  expenses of $115,166  for the fiscal year ended April
    30, 1997 were  about $17,300 lower than  the  expenses of  $132,464 for
    the prior fiscal year ended April 30, 1996.  This reduction can be seen
    in the  Selling expense, lower by  $2,025 and  General & Administrative
    expense which was lower by $15,273. The Registrant anticipates  selling
    expenses will increase as it begins  a new marketing  and sales program
    in an effort to increase revenues.  G & A expenses should remain at the
    current level or may decrease slightly. 

    When expenses are viewed as a  percentage of  gross revenues in  fiscal
    year  April 30, 1997, because of the decrease in revenues the operating
    expenses were 1.17 times  the gross revenues  generated and resulted in
    an operating loss for the period.For the prior year ended April 30,1996
    the operating  expenses  were  70% of the gross revenues therefore  the 
    higher gross revenues reduced the amount of the loss from operations.

                                     11
</PAGE>
<PAGE>


    Management does not anticipate any great changes in expenses during the
    current  fiscal year and expects the total expenses to remain closer to
    the last prior fiscal period's expenses rather than the expenses of the
    fiscal period ended April 30, 1996.

    Interest expense increased  by almost  $4,000  in the fiscal year ended
    April 30, 1997 due to an  increase in loans  made to the  Registrant by
    it's principal shareholder/officer during the year. However the rate of
    interest on all the outstanding loans has been  renegotiated  to a much
    lower level  which  should  result  in a lower interest  expense to the
    loan outstanding ratio in the next fiscal period.

    INCOME TAXES

    The Registrant anticipates it will not pay income taxes the next fiscal
    year because of a tax loss carryforward. If during the next fiscal year
    the Registrant finds profits are being generated to reduce the tax loss
    carryforward it will begin making appropriate tax payments for any  tax
    liabilities it may incur.


    LIQUIDITY and CAPITAL RESOURCES

    The  Registrant  anticipates that it will generate  sufficient  working
    capital from a combination of current operations cash flow  and debt in
    the  form of  Notes Payable  from the  principal stockholder/officer to
    manage the daily operations of the business. This has been the way cash
    flow has been managed over the past two years by the Registrant and the
    principal stockholder/officer.

    Registrant will not have the ability to  pay down some of the debt load
    over the next year because the Registrant  anticipates  cash  flow from
    the operations will be insufficient to finance operations  without  the
    loans from the principal  stockholder/officer.  In the past when  funds
    were required for the  operations  they  were advanced by the principal
    stockholder/officer of the Registrant and it is anticipated,if the need
    arises again  over the next  fiscal  year  funds may be advanced by the
    principal stockholder /officer  to the  company. The Registrant's  past
    financial condition  have  prevented Management from  using  banks as a
    source of funds to finance operations.

    This is the fourth successive year of negative cash flow the Registrant
    has experienced with the  fiscal year ended April 30, 1997.  Therefore,
    the  Registrant  will defer any debt  reduction until  cash flow proves
    it is sufficient to permit  debt  retirement  without having an adverse
    effect on daily operations.



                                    12
</PAGE>
<PAGE>



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

         The Registrant made a change in  accountants  for the  audit
     period ended April 30, 1997 in  an effort to  control costs.  On
     February 28, 1997 the Registrant engaged the accounting firm  of
     Berry, Dunn, McNeil & Parker of  900 Elm Street,  Manchester, NH
     03103,  as its independent auditor,  filing  an 8-K with the SEC
     with the appropriate letter from its former  accounting firm  of
     Skolnick & Skolnick.  The  added costs of  having an out of town
     accounting firm conduct its audit added an unnecessary financial
     burden on the Registrant.

         There  were  no  disagreements  with any of the Registrant's
     accountants on any matter of accounting principals or practices,
     financial  statement disclosure, or auditing scope of procedure,
     in connection  with the  audits  of said fiscal year or any such
     engagement,   which   disagreements  if  not  resolved  to  then
     satisfaction  of  such   accountants   would  have  caused  such
     accountants to  make  reference in  connection with their report
     to the subject matter of the disagreement.




                                      13
</PAGE>
<PAGE>


                          INDEPENDENT AUDITORS' REPORT



The Board of Directors
Database Technologies, Inc.

We have audited the accompanying balance sheet of Database Technologies, Inc.
as of April 30, 1997, and  the related  statements of  operations, changes in
stockholders' deficit,and cash flows for the year then ended. These financial
statements are the  responsibility  of the Company.  Our responsibility is to
express an  opinion on  these  financial  statements based on our audit.  The
financial statements of Database Technologies, Inc.  for the year ended April
30, 1996  were audited  by other  auditors whose report, dated July 30, 1996,
expressed a qualified opinion on those statements.

We  conducted  our audit  in  accordance  with  generally  accepted  auditing
standards.  Those  standards  require  that we  plan and perform the audit to
obtain reasonable assurance about whether the  financial statements  are free
of  material  misstatement.  An  audit  includes  examining, on a test basis,
evidence supporting  the amounts and disclosures in the financial statements.
An  audit  also  includes  assessing  the  accounting  principles   used  and
significant estimates made by  management, as well as  evaluating the overall
financial statements.  We believe that our  audit provides 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 Database Technologies, Inc.
as of April 30, 1997,  and the results  of its operations, and its cash flows
for  the year  then  ended, in  conformity with generally accepted accounting
principles.

The  accompanying  financial statements  have been prepared assuming that the
Company will continue as a going concern.  The Company has suffered recurring
losses from  operations  and its total liabilities  exceed  its total assets.
These  factors, as discussed  in Note 1  to the  financial  statements, raise
substantial doubt about the Company's ability to continue as a going concern.
Management's  plans  in regard to these matters are also described in Note 1.
The  financial  statements  do not include any adjustments  that might result
from the outcome of this uncertainty.

/s/ Berry, Dunn, McNeil & Parker

Manchester, New Hampshire
July 15, 1997

                                       14

</PAGE>
<PAGE>

                Report Of Independent Public Accountants

To the Board Of Directors and
Shareholders of Database Technologies,Inc.:

We have audited the accompanying balance sheet of Database Technologies,
Inc. as of April 30, 1996, 1995 and 1994 along with the related statements
of income, retained deficit 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 audit.

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

As discussed in Note 3 to the financial statements, the Company has
reflected the issuance 2,281,192 shares of common stock on July 7, 1989 as
having occurred as of April 30, 1989. In our opinion, the retroactive
treatment of the common issuance is not in accordance with generally
accepted accounting principles.

In our opinion, except for the effects of the common stock issuance
ddiscussed in the above paragraph, the financial statements referred to
above present fairly, in all material respects, the financial position of
Database Technologies,Inc. as of April 30, 1996, 1995 and 1994 along with
the results of its operations and their cash flows for the years then
ended in conformity with generally accepted accounting principles.

/s/ Skolnick & Skolnick

Manchester, New Hampshire
July 30, 1996

</PAGE>

                                   15

<PAGE>
<TABLE>
<CAPTION>
                            DATABASE TECHNOLOGIES,INC.
                                 Balance Sheets
                             April 30, 1997 and 1996


                                    ASSETS


                                                         1997         1996
                                                         -----        -----
  <S>                                                <C>          <C>                                       
  Current assets
     Cash                                            $   3,805    $   8,099
     Receivables                                         9,161        3,749
     Other current assets                                -              422
                                                        ________   ________
          Total current assets                          12,966       12,270
                                                        ________   ________
  Equipment,furniture, and fixtures                     14,027       14,027
     Less accumulated depreciation                      14,027       13,938
                                                        ________    _______
         Net equipment,furniture, and fixtures           -               89
                                                        ________    _______
  Other assets
     Security deposits                                   -              150
     Loans and exchanges                                 -              150
                                                        ________    _______
         Total other assets                              -              300
                                                        ________    _______
                                                      $ 12,966     $ 12,659
                                                       ==========  =========
                                                       
</TABLE>
The accompanying notes are an integral part of these financial statements.


                                        16


</PAGE>
<PAGE>
<TABLE>
<CAPTION>
                          DATABASE TECHNOLOGIES,INC.
                              Balance Sheets
                           April 30, 1997 and 1996

   
                      LIABILITIES AND STOCKHOLDER'S DEFICIT

                                                        1997          1996
                                                        -----         -----
   <S>                                            <C>           <C>                         
   Current liabilities
     Notes payable-stockholder                    $  184,322    $  127,530
     Deferred licensing fee income                     8,388         8,388
     Accounts payable-trade                            7,635         4,243
     Customer deposits                                 -             1,663
     Line of credit                                    6,080         -
     Accrued payroll                                     840           688
                                                   __________    __________
        Total current liabilities                    207,265       142,512
                                                   __________    __________

  Stockholder's deficit
      Common stock-$.001 par value,
      authorized  2,500,000 shares,
      2,466,082 shares outstanding
      in 1997 and 1996 (after deducting 25,000         2,466        2,466
      shares in treasury in 1997 and 1996)
      Additional paid-in-capital                      12,179       12,179
      Accumulated deficit                           (208,944)    (144,498)
                                                    _________    _________

        Total stockholders' deficit                 (194,299)    (129,853)
                                                    _________    _________
                                                  $   12,966   $   12,659
                                                  ============  ===========
                                                  
</TABLE>
The accompanying notes are an integral part of these financial statements.



                                          17
</PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                DATABASE TECHNOLOGIES,INC.

                                 Statement of Operations                                                   Statement of Operations

                             Years Ended April 30, 1997 and 1996

                                                        1997         1996
                                                        ----         ----
<S>                                                  <C>         <C>
Revenue
   Licensing fee income                              $ 60,155    $ 188,620
   Merchandise sales                                   38,157       -
                                                      ________    _________
                                                       98,312      188,620
Cost of merchandise sales                              33,389       96,319
                                                      _________   _________
        Gross revenue                                  64,923       92,301
                                                      _________   _________
Operating expenses
   Selling expenses                                     9,475       11,500
   General and administrative                         105,691      120,964
                                                      _______      _______  
                                                      115,166      132,464
                                                      ________     ________
       Loss from operations                           (50,243)     (40,163)
                                                     
Nonoperating expense
  Interest expense                                    (14,203)     (10,829)
                                                      _________    ________
Net loss                                            $ (64,446)   $ (50,992)
                                                      _________    ________
Loss per common share                               $   (0.03)   $   (0.02)
                                                     =========== ===========                                                     
</TABLE>                                                     
 The accompanying notes are an integral part of these financial statements.


                                      18
</PAGE>
<PAGE>
<TABLE>
<CAPTION>

                          DATABASE TECHNOLOGIES,INC.

                  Statement of Changes in Stockholders' Deficit

                        Years Ended April 30, 1997 and 1996

                                            Additional
                                Common       Paid-in    Accumulated
                                 Stock       Capital     Deficit     Total
                                  -------    ----------  -----------  -------
<S>                             <C>       <C>          <C>        <C>
Balance, April 30,1995          $2,381    $ 12,154     $ (77,691) $ (63,156)


  Increase in retained earnings      -           -        (7,317)    (7,317)

  Net loss                           -           -       (50,992)   (50,992)
                                _______    ________     _________  ________
Balance,April 30,1996 as
   previously reported           2,381      12,154      (136,000)  (121,465)
                                 
     Common stock issued
     in a prior year               110           -          (110)        -

  Prior period adjustment          (25)         25        (8,388)    (8,388)
                                  ______     _______     __________  ________
Balance, April 30,1996, 
 as restated                     2,466      12,179      (144,498)  (129,853)

     Net loss                        -           -       (64,446)   (64,446)
                                 ______     ______     __________  _________
Balance,April 30,1997          $ 2,466    $ 12,179    $ (208,944) $(194,299)
                                 =======   ========    ==========  =========

</TABLE>

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


                                     19

</PAGE>
<PAGE>
<TABLE>
<CAPTION>

                       DATABASE TECHNOLOGIES,INC.

                        Statement of Cash Flows

                  Years Ended April 30, 1997 and 1996

                                                   1997          1996
                                                   ----          ----
<S>                                           <C>           <C>
Cash flows from operating activities
   Net loss                                   $ (64,446)    $  (50,992)
   Adjustments to reconcile net loss to
   net cash used by operating activities
     Depreciation and amortization                   89          2,374
     (Increase)decrease in
       Receivables                               (5,412)         7,747
       Other current assets                         725           (414)
     Increase(decrease) in
       Accounts payable-trade                     3,392         (8,392)
       Customer deposits                         (1,663)         1,663
       Accrued expenses                             150            224
                                               __________      _________
        Net cash used by operating activities   (67,165)       (47,790)
                                               __________      _________
Cash flows from investing activities
   Equipment,furniture,and fixtures                   -         (1,924)
                                               __________      __________
Cash flows from financing activities
   Increase in retained earnings                      -         (7,317)
   Notes payable-stockholder                      56,792        59,784
   Line of credit advance                          6,079             -
                                               ___________     ___________
      Net cash provided by financing activites    62,871        52,467
                                               ___________     ___________
      Net increase(decrease)in cash and
      cash equivalents                            (4,294)        2,753

Cash,beginning of year                             8,099         5,346
                                               ___________     ___________
Cash,end of year                               $   3,805    $    8,099
                                               ===========    ============


Supplemental Disclosures of Cash Flow Information
 Cash paid for interest                        $       -    $   10,829
                                                ==========   =============

</TABLE>
The accompanying notes are an integral part of these financial statements.



                                       20


</PAGE>
<PAGE>
                        DATABASE TECHNOLOGIES,INC.

                      NOTES TO FINANCIAL STATEMENTS

                        April 30, 1997 and 1996



BACKGROUND
__________
Database Technologies, Inc. (the Company) was incorporated  under the laws of
the State of Delaware on November 4,1988.The company operates  a computerized
database containing  current prices of  certain  electronic  merchandise from
various vendors.  The Company  provides this information to  assist insurance
company adjusters in processing claims. The Company's sources  of revenue are
licensing fees obtained from various insurance companies  for  the use of its
database and  sale of  merchandise  to its  customers  for the   purposes  of
settling claims with their policyholders.

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
   ___________________________________________

REVENUE AND EXPENSE RECOGNITION
__________________________________

The financial  statements  are prepared  on the accrual basis of  accounting;
revenue is recognized when earned and expenses are recognized when  goods and
services are received.  Licensing fee income for the use of its  database may
be on an annual, monthly,or per use basis.Revenue is recognized  when earned.
Customer payments received but not earned are reflected as deferred licensing
fee income, a current liability.

USE OF ESTIMATES
________________

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make  estimates and  assumptions
that affect  the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported  amounts  of revenues  and expenses during the reporting period.
Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS
__________________________

For purposes of reporting the statements of cash flows, the Company considers
all  cash  accounts,  which  are  not  subject  to withdrawal restrictions or
penalties, and all highly liquid investments with  a maturity of three months
or less to be cash equivalents.

EQUIPMENT
_________

Property and equipment  purchased is depreciated  by the straight-line method
over the  estimated useful lives of the respective assets. Equipment acquired
under capital leases  is  amortized  by  the  straight-line  method  over the
estimated useful lives of the respective assets.

                                 21
</PAGE>
<PAGE.


                         DATABASE TECHNOLOGIES,INC.

                       Notes to Financial Statements

                         April 30, 1997 and 1996


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Concluded)
    ______________________________________________________

INCOME TAXES
____________

Deferred income taxes are provided for the expected tax effects of differences
between the financial statement and tax basis of assets and liabilities.

The Company has a deferred  tax asset  which is attributable  primarily to net
operating loss  carryforwards.  Since  it is more  probable than  not that the
deferred tax asset will not be realized, a valuation allowance for the  entire
amount has been recorded as of April 30, 1997 and 1996.

No provision for  income taxes was required due to the current year loss.  The
following are net operating losses available and their expiration dates.

                                         Year Carryforward
                     Amount                    Expires
                     _______                   _________
                    $13,161                    2008
                     36,149                    2009
                     48,293                    2010
                     62,010                    2011

PENSION AND PROFIT SHARING PLANS
________________________________

The Company established a profit sharing plan  which covers  all  employees of
the Company.  No contributions were made in fiscal years ended 1997 or 1996.

COMPANY'S FUTURE PLANS
_____________________ 

The Company's future operations are effected by its current financial position.
Specifically, its low  level of cash,  total assets  and its  negative capital.
The Company anticipates  operating cash flow  will be  insufficient  to finance
operations. It anticipates cash to be provided from its  principal stockholder/
officer,in the form of loans to enable the Company to meet operating cash  flow
requirements.  The Company  intends  to  explore possible asset  sales and/or a
merger transaction.

                                    22
</PAGE>
<PAGE>
      
                        DATABASE TECHNOLOGIES,INC.

                       Note to Financial Statements
 
                         April 30, 1997 and 1996



2. Notes Payable - Stockholder
____________________________

Notes payable - stockholder totaled $184,322 and $127,530 as of April 30, 1997
and 1996, respectively.  These  notes  bear  interest at 5.85% and 12% for the
years  ended  April 30, 1997  and  1996, respectively.  All  notes  payable to
stockholder are due April 30, 1998.

3.OPERATING LEASES
  __________________

Facilities
__________

The  Company  leases  its  facilities from a trust controlled by the  majority
stockholder.  The lease agreement  requires monthly payments of  approximately
$350 plus insurance, maintenance,and operating expenses.   The initial term of
the lease expires December 1997.  Rent  expense  for the year  ended April 30,
1997 amounted to $5,400.

Vehicles and Equipment
______________________

The Company  currently  leases  a vehicle  and  a computer  from the majority
stockholder.  The  monthly  lease  payments are  $450 and $175, respectively.
Vehicle and  equipment  lease expenses for the year  ended April 30, 1997 are
$5,400  and  $1750, respectively,  and  expire  in May  1999 and  June  1998,
respectively.

Future minimum lease payments under a noncancelable operating leases as of
April 30, 1997 are:

                 1998                             $5,350
                 1999                                350

4. MAJOR CUSTOMER
   ________________

The Company had one major cutomer who accounted for 21% of the total revenue
during the year ended April 30, 1997.  No major customer  accounted for more
than 10% of the total revenue during the year ended April 30, 1996.

5.  LICENSING AND MARKETING AGREEMENTS
   ____________________________________

On February 28, 1994,the Company entered into a licensing agreement with ADP
Property Claims Services, Inc. (ADP).  This  agreement  was  to  continue in
effect until December 31, 1998.  However on October 30, 1995, ADP terminated
the contract with the Company.  Under this agreement,  ADP was to market the
Company's database products combined with its own products.The companies are
attempting to reach a new agreement.

On December 13, 1993,  the  Company entered  into a marketing agreement with
David A. Johnson & Associates.  This agreement will continue in effect until
December 12, 1998  and may be  extended for an additional five years.  Under
this agreement,  David A. Johnson & Associates  will  market  the  Company's
database products combined with its own products.

                                       23
</PAGE>
<PAGE>   

                              DATABASE TECHNOLOGIES,INC.

                             Note to Financial Statements

                                April 30, 1997 and 1996


6.  INCOME (LOSS) PER SHARE
    _______________________
    
The  loss per common share for the years  ended April 30, 1997 and 1996 has
been computed based on the weighted average number of shares outstanding of
2,466,082.

7.  PRIOR PERIOD ADJUSTMENTS
    _________________________

The statement of changes in stockholders' deficit contains a 110,000 share
adjustment  to  common  stock.  This  transaction  arose  as  a  result of
litigation settlement in a prior year. The common stock adjustment was not
recorded in that  prior  year  and is reflected  in the  reconciliation of
stockholders' deficit for  the year ended April 30, 1996 and subsequent.

The April 30, 1996 accumulated deficit was restated for a correction of an
error in the prior year's revenue recognition, which caused the Company to
recognize  deferred licensing fee income as income instead of a liability.
Additionally, 25,000 shares of treasury stock was acquired in a prior year
at no cost to the Company.  Accordingly,  common stock, additional paid-in
capital, and accumulated deficit are restated as follows:

                                                      Additional
                                         Common        Paid-In     Accumulated
                                          Stock        Capital       Deficit
                                        ---------     ---------    -----------
                                                                             
  April 30, 1996,as previously reported  $ 2,381       $12,154   $  (136,000)
    Correction of error                      110            -         (8,498)
    Treasury stock                           (25)           25             -
                                          --------     --------   -----------

  April 30, 1996, as restated            $2,466        $12,179    $ (144,498)
                                         =======       ========    ==========

8. LINE OF CREDIT
   _______________

The Company has a revolving line of credit in the form of a corporate credit
card with an interest rate of 15.4%.  The line of credit  was established to
cover the  operating  expenses  of the business.  The Company remits minimum
principal and  interest  payments  directly  to the credit card company on a
monthly basis. Amounts above the minimum are remitted as cash flow allows.

9. DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
    _______________________________________________________

The  Company's  financial  instruments  consist  of  cash,  short-term trade
receivables and  payables,  and short term debt.   The carrying value of all
instruments approximates their fair market value.

                                     24
</PAGE>
<PAGE>    

                                   PART III

   ITEM 10.   Directors and Executive Officers

        Name                            Age      Position
        ----                            ---      --------

   Allan S. Wolfe (1)                    65      Chairman of the Board,
                                                 President and Treasurer

   Betty Wolfe                           60      Secretary and a Director

   Robert A. Boyd                        62      Director

   Directors  are  elected to serve one-year terms and until successors are
   duly  elected  and  qualified.  Officers  serve at the discretion of the
   Board of Directors. A description of the directors follows:

   (1)   Mr. Wolfe is the only director and officer who will be actively
         engaged on a daily basis in the Registrant's business.

   ALLAN S. WOLFE, 65,  is the President,  Treasurer, Chairman of the Board
   of  Directors,  and  majority  shareholder  of  the  Registrant  and  of
   Pathfinder  Data  Group  Inc.  He was elected a Director of Camelot Corp.
   in May 1993 a public corporation headquartered in Dallas, Texas. He  has
   been Chief Executive Officer of Pathfinder from October, 1984 to present
   and President, Treasurer, and Chairman  of  the  Board of the Registrant
   since May, 1986; from 1980 to 1984 he was Vice President of Audio of New
   England,Inc.,a corporation engaged in the  same  business as Pathfinder,
   as well as the retailing of hi-fi equipment to the public.

   BETTY WOLFE, 60,  was formerly employed by Pathfinder Database, Inc. and
   Pathfinder Data Group Inc. She is the wife of Allan S. Wolfe,  President
   of the Registrant.   Her  capacity  with  Pathfinder Database, Inc.  and
   Pathfinder Data Group Inc.  was  that  of  secretary and bookkeeper. Her
   functions were administrative.

   ROBERT A. BOYD,  62, is Product Manager of Interealty Corporation. Prior
   this position he was Vice  President  of  Product  Planning for Realtron
   Corporation. Prior to this position he was President of the Reeves Group
   Inc.,  a wholly  owned  subsidiary  of  Realtron  Corporation  which was
   engaged  in new business development. Prior to that  position  Executive
   Vice President of Realtron Corporation,  computer  online and publishing
   services  vendor  to the real estate industry.  Immediately prior to his
   employment with Realtron Corporation,  he  was a partner of  The Roberts
   Company, computer  systems  consultants  to Real Estate Boards, Multiple
   Listings  Services  and Multiple Listings Services vendor.

   To  the  fullest  extent permitted by Delaware law, the directors of the
   Registrant  will not be liable to the Registrant or its stockholders for
   monetary damages for breaches of their fiduciary duties as directors.
                                      
                                       25

</PAGE>
<PAGE>

   ITEM 11.   Executive Compensation

   The  following table sets forth information concerning remuneration that
   will  be  paid by the Registrant during the fiscal year ending April 30,
   1997.  No  executive officer of the Registrant will receive in excess of
   $60,000 annually.

   Name of Individual           Capacities in           Cash
   or number in group           which served            compensation
   ------------------           -------------           ------------

   Allan S. Wolfe           President and Treasurer     Not to exceed
                                                        $60,000 annually.

   ITEM 12.   Security Ownership of Certain Beneficial
              Owners and Management

   Security Ownership of Certain Beneficial Owners
   -----------------------------------------------

   The  following  table  sets  forth information, after distribution, with
   respect  to  each  person  known to the management of the Registrant who
   will  be  the  beneficial  owner of more than five percent of the Common
   Stock of the Registrant.  To  the knowledge of the Registrant, each such
   stockholder  will  have sole voting power and sole investment power over
   the securities.

   Name and Address              Amount and Nature                Percent
   of Beneficial Owner           of Beneficial Ownership          Of Class
   -------------------           -----------------------          --------

   Allan S. Wolfe                   1,313,658   (1)                57.15%
   38 Mulberry Lane
   Bedford, NH  03110

  
  
   ---------------------------
   (1)  Includes  1,000  shares in the name of Betty Wolfe,  a director of
        Registrant and wife of Allan S. Wolfe.





                                    26

</PAGE>
<PAGE>


    Security Ownership of Management
    --------------------------------

    The  following  table  sets  forth,  after distribution,  the number of
    shares of Common Stock,  $.001 par value per share,  of  the Registrant
    beneficially  owned  by each director and all directors and officers of
    the  Registrant  as  a  group.  Except  as  otherwise  noted, the named
    individual  will  have sole voting power and sole investment power over
    the securities.

    Name of                     Amount and Nature               Percent
    Beneficial Owner            Beneficial Ownership            of Class
    ----------------            --------------------            --------

    Allan S. Wolfe                   1,312,658                  57.15% (2)

    Betty Wolfe                          1,000  (1)                  

    Robert A. Boyd                      19,030                   0.83%

    All directors and officers       1,332,688                  57.98%
    as a group (3 persons)

    ----------------------------
    (1)  Betty Wolfe,  wife of Allan S. Wolfe,  owns in her name 1,000
         shares  of  Registrant  which  formerly  was  included in the
         amount held by Allan S. Wolfe.

    (2)  The combined percentage interest of  Allan S. Wolfe and Betty
         Wolfe.


    ITEM 13.   Certain Relationships and Related Transactions

    As previously noted, Registrant obtained from Pathfinder, its principal
    asset,  the Database.  Prior  to the proposed distribution,  Pathfinder
    sold from its treasury 165,000 shares to:(a) Robert and Joanne Olender,
    100,000 shares;  (b) Sheldon Maschler, 50,000 shares; and (c) Samuel J.
    Landau,  15,000  shares.  As a result of said sales Pathfinder received
    $30,500.  All  of  the  individual  recipients  of  shares  will   have
    distributed  to  them  shares  of  the  Registrant  at such time as the
    distribution becomes effective.

    Robert Olender  and  the  Registrant were, at the time of the transfer,
    coordinating  their  efforts  to develop a more effective way to handle
    insurance replacement.  Samuel J. Landau  is counsel to both Pathfinder
    and the Registrant.

    Robert Olender and Joanne Olender received an additional 100,000 shares
    as compensation for marketing efforts on behalf of the Company.

                                      27

</PAGE>
<PAGE>

    PART IV

    Item 14.

    Exhibits.  Financial Statements Schedules and Reports
               on Form 10-KSB.

         (a)   The financial statements and schedules filed with this
               report are as follows:

    Database Technologies, Inc.

    1.         Financial Statements                             Page
               --------------------                             ----

               Report of Independent Certified
               Public Accountant                                14-15

               Balance Sheet of April 30, 1997                  16-17

               Statement of Income                              18

               Statement of Stockholder's Equity                19

               Statement of Cash Flows                          20

               Notes to Financial Statements                    21-24



    All  other schedules have been omitted because they are inapplicable or
    the  required  information  is  included  elsewhere  in  the  Financial
    Statements or the notes thereto.

         (b)   Reports on Form 8-K
               --------------------

     Form 8-K filed by the Registrant on February 28,1997 reporting Item 9.
     Form 8-K/A filed by the Registrant on March 25,1997 reporting Item 9.
    

         (c)   Exhibits
               --------

    Reference is made to the Exhibit Index which begins on page 30  of this
    report.

                                     28

</PAGE>
<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.


                                              DATABASE TECHNOLOGIES INC.


                                              By: s/Allan S. Wolfe
                                                  _____________________
                                                  Allan S. Wolfe, President
                                                  and Treasurer

                                              Date: December 8, 1997

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

        (i)  Principal Executive Officer and Principal Financial Officer:
             -----------------------------------------------------------


              s/Allan S. Wolfe                        December 8, 1997
             ----------------------------             -----------------
             Allan S. Wolfe - Chairman of the Board,       (Date)
                              President, Chief Executive
                              Officer and Chief Financial Officer

        (ii) A Majority of the Directors
             ---------------------------

             s/Allan S. Wolfe                         December 8, 1997
             ----------------------------             -----------------
             Allan S. Wolfe                                (Date)


              s/Betty L. Wolfe                        December 8, 1997
             ----------------------------             -----------------
             Betty Wolfe                                   (Date)



             ----------------------------             -----------------
             Robert A. Boyd                                (Date)



                                       29
</PAGE>
<PAGE>

                               INDEX TO EXHIBITS TO
                           ANNUAL REPORT ON FORM 10-KSB OF
                             DATABASE TECHNOLOGIES INC.
                     for the Fiscal Year Ended April 30, 1997

        EXHIBIT                                                 PAGE
        NUMBER          EXHIBIT DESCRIPTION                     NUMBER
        -------         -------------------                     ------

          1             Certificate if Incorporation              *
                        of the Registrant

          2             Amended Certificate of Incorporation      *
                        of the Registrant

          3             By-Laws of the Registrant                 *

          4             Agreement and Assignment between          *
                        Registrant and Pathfinder Data
                        Group Inc.

          5             No-Action Letter from SEC                 *

          6             Agreement between Pathfinder              * *
                        Database inc. and Allstate Insurance
                        Company dated August 5, 1985

          7             Letter from Allstate Insurance            * *
                        Company to Pathfinder Database, Inc.
                        dated April 24, 1989, canceling
                        Agreement dated August 5, 1985

          8             Memoranda of Understanding between        * *
                        Database Technologies Inc. and
                        Farmers Insurance Group dated
                        April 3, 1989, March 29, 1989,
                        March 29, 1989, February 8, 1989
                        and July 29, 1988

          9             Agreement between Pathfinder              * *
                        Database, Inc. and Aetna Casualty &
                        Life dated November 29, 1988

         10             Agreement between Pathfinder              * *
                        Database, Inc. and Western Mutual
                        Insurance Company dated October 17,
                        1988

         11             Licensing Agreement between Database
                        Technologies, Inc. and ADP Property      * * *
                        Claims Services,Inc. dated February 28,
                        1994.

         12             Change in independent auditor dated
                        February 28, 1997                        * * *
        ------------------------------------------------------------------


        *   Filed with the Registrant's Registration Statement Form 10
            on April 17, 1989, File No. 0-17623, and incorporated
            herewith by reference.

      * *   Filed with the Registrant's  Registration Statement Form 8
            Amendment  No.  1  to  Form  10  on May 19, 1989, File No.
            0-17623, and incorporated herewith by reference.

    * * *   Filed with the Registrant's  Form 8-K , File No. 0-17623 and
            incorporated herewith by reference.

                                      30
</PAGE>