<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

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

For the fiscal year ended January 31, 1997         Commission File Number 1-4338

                              EAC INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

            New York                                     21-0702336
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

22 Blackstone Avenue
Branford, CT                                              06405
(Address of principal executive offices)                (Zip Code)

        Registrant's telephone number, including area code: 203-315-8020

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

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.10
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    .
                                       ---    ---

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 registrants' knowledge, in definitive proxy or information statement
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Issuers revenues for the most recent fiscal year - $5,988,315.

The aggregate market value of voting stock held by non-affiliates of the
registrant as of April 15, 1997 was $1,444,804.

Indicate by check mark whether the registrant has filed all documents and
reports required by Sections 12, 13, or 15(d) of the Securities Exchange Act of
1934 subsequent to the distribution of securities under a plan confirmed by a
court. Yes  X   No
           ---     ---

As of April 15, 1997, the registrant had outstanding 2,311,687 shares of Common
Stock ($.10 par value).
<PAGE>   2
                                     PART I


ITEM 1. BUSINESS

The Registrant (also referred to as "EAC" or "the Company") was organized in
1958 as a New York corporation. The common stock of the Company is currently
traded on the over-the-counter market and the principal market makers are Bishop
Rosen & Company and Troster, Singer Corporation.

The Company has three operating subsidiaries, Goodren Products Corporation
("Goodren"), Athena Packaging, Inc. ("Athena") and Flexible Printed Products,
Inc. ("Flexible"). Goodren designs and provides point-of-purchase advertising
displays and wall decorations on semi-durable plastic. Goodren's major market is
consumer product manufacturers and one marketer of children's wall decorations.
Goodren's sales were backlogged at approximately $218,000 and $191,000 at
January 31, 1997 and 1996 respectively.

The business and all of the outstanding common shares of Athena were acquired on
September 27, 1996. Athena produces printed, laminated, embossed and hot stamped
labels, wraps, seals and decals for the cosmetics, pharmaceutical and health and
beauty aids industries. Athena's production equipment and administrative
operations were moved to Goodren's facility in Englewood, New Jersey in January
1997. Athena's sales were backlogged at approximately $65,000, at January 31,
1997. Athena believes that it can fulfil the 1997 backlog on a timely basis.

Goodren and Athena both face strong competition in their respective businesses,
based mainly on quality, service and price. Goodren and Athena combined, employ
30 persons of whom 12 are represented by unions.

The business and certain of the assets of Flexible were acquired on December 11,
1994. Flexible produces and prints on plastic, pre-cure in-mold heat transfer
labels for the identification and decoration of rubber and silicone hoses, belts
and tire patches. Flexible's sales were backlogged at approximately $80,000 at
January 31, 1997 and $75,000 at January 31, 1996. Flexible believes that it can
fulfill its 1997 backlog on a timely basis.

Flexible also faces strong competition in its business and its competition has
been mainly on the basis of quality, service and price. Flexible employs 14
persons, none of whom are represented by unions.

FINANCIAL CONDITION OF THE COMPANY

The following is a discussion concerning the Company, Goodren, Athena and
Flexible.

The Company's financial condition has declined from January 31, 1996. The
primary reasons for this decline were: (a) the operating loss of the Company for
the 1997 fiscal year, (b) the costs of acquiring, moving and integrating
Athena's operations and (c) the purchase of additional capital equipment for
Flexible. The combination of the above factors has resulted in the Company's
average secured debt obligations being higher in 1997 as compared to 1996. The
Company's secured debt obligations were $175,000 at January 31, 1997 as compared
to zero at January 31, 1996. The Company's current assets decreased to
$1,611,936 in 1997 from $2,029,001 in 1996, while its total current liabilities 


                                      - 2 -
<PAGE>   3
increased to $1,055,524 as of January 31, 1997 from $934,716 as of January 31,
1996. Working capital decreased to $556,412 as of January 31, 1997 from
$1,094,285 on January 31, 1996.

The Company's and Goodren's credit line and Note Agreement with Chemical Bank of
New Jersey, N.A., which was originally entered into on September 29, 1994,
expired on January 12, 1997. The Company is currently negotiating a new
borrowing facility.

POINT-OF-PURCHASE ADVERTISING

Goodren designs and produces point-of-purchase advertising and sales aids such
as signs, posters, decals and product identifiers. These products are used in
retail stores on shelves, price channels and display cases. Other products
include wall decorations. Goodren's products are produced on semi-durable
plastic through processes known as flexographic, lithographic and silk screen
printing.

Goodren's products are sold nationwide to manufacturers of consumer products by
both an in-house sales force as well as regional, independent manufacturers'
representatives. Goodren is a service business which competes on the basis of
its ability to produce high quality printing on very short notice. The following
table summarizes the percentage of sales attributable to major classes of
products:

<TABLE>
<CAPTION>
                                               For the Fiscal Years
                                                 ended January 31,
                                               --------------------
                                                 1997         1996
                                                 ----         ----
<S>                                            <C>           <C>
            Point-of-Purchase                     45%          41%
            Wall coverings                        55%          59%
                                                 ---          ---
                                                 100%         100%
                                                 ===          ===
</TABLE>

Management estimates that Goodren has a 5% share in its portion of the printed
on plastic point-of-purchase ("P.O.P.") advertising industry. Overall, the
P.O.P. industry is a $16 billion business with over 200 manufacturing companies
involved. Products for the entire industry range from a wide variety of counter
displays and large end-of-aisle displays to small printed products produced by
Goodren. The total printed-on-plastic portion of the industry in which Goodren
competes, represents approximately $40 million. The Company estimates that
approximately ten companies compete directly with Goodren.

PRESSURE SENSITIVE LABELS, WRAPS, SEALS AND DECALS

Athena produces and markets primarily pressure sensitive labels for the premium
cosmetics, pharmaceutical, health and beauty aids industries. Other products
include non-pressure sensitive labels, soap wraps, decals and seals. Athena's
products are sold primarily in the Northeast by manufacturer's representatives
as well as in-house sales personnel.


                                      - 3 -
<PAGE>   4
IN-MOLD HEAT TRANSFER LABELS

Flexible produces and markets in-mold, pre-cure heat transfer labels to the
rubber and silicone industry primarily for identification and decoration of
hoses and belts. Other products include post cure heat transfer labels for
rubber patches, tires and other rubber and silicone products.

Flexible's products are sold nationwide primarily to rubber and silicone hose
and belt manufacturers, principally by its in-house sales personnel. The
remainder is sold by a limited number of manufacturers' representatives.

Management believes that the total in-mold decal/label market for decorating
rubber hoses and belts is approximately $8 million with Flexible's share
estimated at approximately 18%. The Company estimates that approximately five
companies compete directly with Flexible, including the parent company of one of
its customers. Flexible is a service business which competes on the basis of its
ability to produce and deliver high quality printing on short notice.

ITEM 2. PROPERTIES

The following table shows the location of each plant or facility of the
Registrant and its subsidiaries and sets forth related information. The
properties listed below are believed adequate to serve the Company's needs for
the foreseeable future.

<TABLE>
<CAPTION>
                                     Approx.            Lease
                                     Area            Expiration        Annual
                                    (Sq. Ft.)           Date           Rental           Principal Use
                                    ---------        ----------        ------           -------------
<S>                                 <C>              <C>              <C>               <C>
101 W. Forest Avenue
Englewood, New Jersey                 20,000            6/2000        $57,000           Manufacturing and general offices
                                                                                        for Goodren and Athena
15237 Proctor Avenue
City of Industry, California          12,000          Month to        $60,000           Manufacturing and general
                                                      Month                             office for Flexible
2923 South Pullman
Santa Ana, California                    500          Month to        $ 6,000           Sales office for Flexible
                                                      Month
22 Blackstone Avenue
Branford, Connecticut                    500          Month to        $ 4,800           Office space and headquarters
                                                      Month                             for the Company
</TABLE>


                                      - 4 -
<PAGE>   5
ITEM 3. LEGAL PROCEEDINGS

Goodren is included in a threatened claim concerning environmental cleanup
costs. Goodren is included among a large number of companies involved, and is
not one of the major parties. Goodren previously settled the Federal claims
related to such cleanup costs and is in the process of settling the State of New
Jersey claims related thereto. The amount, if any, that Goodren may ultimately
have to pay, is subject to change and is uncertain at this time. It is
management's opinion that the Company is adequately reserved for this matter and
the ultimate resolution of this case should not have a material impact on the
financial condition of the Company.

For additional information regarding contingencies and/or litigation see Note
12c of notes to consolidated financial statements.

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

        Not Applicable



                                      - 5 -
<PAGE>   6
                                     PART II


ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's stock is traded on the over-the-counter market. Bishop Rosen &
Company (212-602-0681) and Troster, Singer Corporation are the principal market
makers. As of April 15, 1997, the Company believes there were
approximately 2,500 shareholders of record. The Company's line of credit
agreement (which is presently being re-negotiated) with Chemical Bank prohibits
it from paying dividends without the lender's consent. No dividends have been
declared or paid during the past two fiscal years. The following table sets
forth, by fiscal quarters, the closing bid prices of the Registrant's Common
Stock per share for 1996 and 1997:

<TABLE>
<CAPTION>
                             1996                                1997
                   --------------------------        -------------------------
<S>                                    <C>           <C>                 <C>
                   First Quarter       $ 3/8         First Quarter       $ 3/8
                   Second Quarter       7/16         Second Quarter        1/4
                   Third Quarter         5/8         Third Quarter        3/16
                   Fourth Quarter        3/8         Fourth Quarter       3/16
</TABLE>

The volume of trading is sporadic and infrequent and the prices quoted may not
be representative.


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS

In fiscal 1997, the Company had a net loss of $161,270 ($.07 per share as
compared to net income of $129,195 ($.06 per share) in fiscal 1996.

The loss for fiscal 1997 was due to lower operating income of Flexible and
Goodren, higher general and administrative costs of EAC, and the costs of
acquiring, moving and integrating Athena's operations.

On September 27, 1996, the Company acquired the business and all of the
outstanding shares of Athena Packaging, Inc., a manufacturer of labels, wraps,
seals, and decals for premium cosmetics, pharmaceutical and health and beauty
aids manufacturers. Athena's operations are included in the consolidated
operations of the Company from the date of acquisition.

NET SALES

1997 TO 1996

Goodren's sales for 1997 declined 31% from 1996, due to lower sales of both the
point of purchase and wall covering segments of its business. Flexible's sales
increased by 4% compared to last year.


                                      - 6 -
<PAGE>   7
EARNINGS FROM CONSOLIDATED CONTINUING OPERATIONS

1997 TO 1996

The Company's decrease in operating income from $131,443 in 1996 to an operating
loss of $459,296 in 1997, was primarily attributable to a decline in gross
profit margins for both Goodren and Flexible, the costs of acquiring and
integrating Athena, and higher general and administrative costs of EAC.

Goodren's gross profit margins decreased from 27% in 1996 to 25% in 1997.
Goodren's selling, general and administrative expenses decreased 32%,
representing 26% of sales in 1997 compared to 27% of sales in 1996.

Flexible's gross profit margins decreased from 37% in 1996 to 32% in 1997.
Flexible's selling, general and administrative expenses increased 12%,
representing 25% of sales in 1997 compared to 24% of sales in 1996.

INFLATION

The Company expects inflation to be moderate and to be offset by cost reduction
programs and price increases.

INTEREST AND OTHER

The Company's interest expense increased in 1997 over 1996 as a result of higher
average borrowings for the year. The Company's outstanding debt was $489,504 at
January 31, 1997 compared to $642,706 at January 31, 1996.

PROVISION (BENEFIT) FOR INCOME TAXES

The 1997 and 1996 federal income tax provisions are offset in their entirety by
net operating loss carryforwards from prior years. The Company has a loss
carryforward of approximately $7,000,000 at January 31, 1997 which is available
to offset future operating earnings. These carryforward losses will expire in
years after 2005.

FINANCIAL RESOURCES AND LIQUIDITY

The Company's financial condition declined somewhat in 1997 from 1996. The
Company had working capital of $556,412 as of January 31, 1997 compared to
$1,094,285 as of January 31, 1996. The Company and its subsidiaries, Goodren,
Athena and Flexible are current on all of their accounts payable and accrued
expenses.

In March 1996, the Company entered into an agreement to make quarterly payments
of $7,548 against a union pension withdrawal liability/shortfall (see Note 12d
of Notes to the Consolidated Financial Statements). Subsequently, on September
30, 1996, the Company and Goodren entered into a Settlement Agreement with the
Trustees of the union pension plan whereby Goodren's pension fund liability was
reduced from $560,000 to $360,000 payable in 80 equal quarterly payments of
$8,752 including annual interest at a rate of 8%. The Company has applied for a
hardship case pursuant to the Settlement Agreement, whereby the Company would
reduce its quarterly obligations to $3,000 until such time as the Company is out
of hardship.


                                      - 7 -
<PAGE>   8
The Company believes that its cash on hand as well as the availability of a new
borrowing facility will be sufficient to fund planned operations for at least
the next 12 month period. The Company is anticipating capital expenditures of
approximately $200,000, during the next year, in order to expand the operations
of Goodren, Athena and Flexible.
Management believes that these expenditures can be funded from existing
resources.

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

        INDEX TO CONSOLIDATED FINANCIAL STATEMENT

<TABLE>
<CAPTION>
                                                                           Page Number
                                                                           -----------
<S>                                                                        <C>
        Independent Auditors' Report                                         F - 1
        Consolidated Balance Sheets                                          F - 2
        Consolidated Statements of Operations                                F - 3
        Consolidated Statement of Changes in Shareholders' Equity            F - 4
        Consolidated Statements of Cash Flows                                F - 5
        Notes to the Consolidated Financial Statements                       F - 6
</TABLE>


ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE:

        None


                                      - 8 -
<PAGE>   9
                                    PART III

ITEMS 9, 10, 11 AND 12, DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT:
EXECUTIVE COMPENSATION; SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT; AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:

The response to these items will be included in a definitive proxy statement
filed within 120 days after the end of the Registrant's fiscal year, which proxy
statement is incorporated herein by reference.


                                     PART IV

ITEM 13. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K

         (a)  1.  FINANCIAL STATEMENTS

                  Consolidated Financial Statements of the Registrant (Included
                  in Part II, Item 7)

              2.  EXHIBITS

                  (11) Computation of Earnings per Common Share
                       See Exhibit 11

                  (22) Subsidiaries of the Registrant
                       Goodren Products Corporation
                       Flexible Printed Products, Inc.
                       Athena Packaging, Inc.

                  (27) Financial Data Schedule

         (b)  REPORTS ON FORM 8-K

              None

                                      - 9 -
<PAGE>   10
                                   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.

                                             EAC INDUSTRIES, INC.
                                             (REGISTRANT)


                                             By: /s/ Peter B. Fritzsche
                                                 -------------------------------
                                                 Peter B. Fritzsche
                                                 President, Chief Executive
                                                 Officer and Principal Financial
                                                 and Accounting Officer



Date:  May 14, 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 dates indicated.



/s/ Peter B. Fritzsche                                           May 14, 1997
---------------------------------
Peter B. Fritzsche, Director


/s/ P. Bartley Fritzsche                                         May 14, 1997
---------------------------------
P. Bartley Fritzsche, Director

/s/ John B. Millet, Jr                                           May 14, 1997
---------------------------------
John B. Millet, Jr., Director

/s/ E. Donald McKenzie, Jr.                                      May 14, 1997
---------------------------------
E. Donald McKenzie, Jr., Director

                                     - 10 -
<PAGE>   11
                          INDEPENDENT AUDITORS' REPORT



To the Board of Directors
EAC Industries, Inc.
Branford, Connecticut


We have audited the accompanying consolidated balance sheets of EAC Industries,
Inc. and subsidiaries as of January 31, 1997 and 1996 and the related
consolidated statements of operations, changes in shareholders' equity and cash
flows for the two year period ended January 31, 1997. 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 audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of EAC Industries, Inc.
and subsidiaries as of January 31, 1997 and 1996 and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.





                                              /s/ LAZAR, LEVINE & COMPANY LLP
                                              --------------------------------
                                              LAZAR, LEVINE & COMPANY LLP


New York, New York
April 4, 1997



                                      F - 1
<PAGE>   12
                      EAC INDUSTRIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                         AS OF JANUARY 31, 1997 AND 1996

                               - ASSETS (NOTE 6) -

<TABLE>
<CAPTION>
                                                                                     1997               1996
                                                                                 ------------       -----------
<S>                                                                              <C>                <C>
CURRENT ASSETS:
   Cash (Notes 2d and 2h)                                                        $   594,412        $   628,380
   Accounts receivable - net of allowance for doubtful accounts of $45,566
     and $45,980 for 1997 and 1996, respectively (Note 2d)                           666,379            996,132
   Inventories (Notes 2e and 4)                                                      300,238            302,840
   Prepaid taxes and expenses                                                         50,907            101,649
                                                                                 -----------        -----------

TOTAL CURRENT ASSETS                                                               1,611,936          2,029,001
                                                                                 -----------        -----------

PROPERTY, PLANT AND EQUIPMENT, NET (NOTES 2f, 5 AND 8)                               710,166            563,619
                                                                                 -----------        -----------

OTHER ASSETS:
   Costs in excess of net assets acquired (Notes 2g and 3)                           453,601            367,967
   Deferred taxes (Notes 2i and 9)                                                   510,000            510,000
   Other assets (Note 2h)                                                             29,182             52,500
                                                                                 -----------        -----------
                                                                                     992,783            930,467
                                                                                 -----------        -----------

                                                                                 $ 3,314,885        $ 3,523,087
                                                                                 ===========        ===========

                    - LIABILITIES AND SHAREHOLDERS' EQUITY -
CURRENT LIABILITIES:
   Accounts payable                                                              $   247,152        $   246,897
   Accrued expenses (Note 7)                                                         579,441            571,960
   Capital lease obligations - current portion (Note 8b)                              34,589                 --
   Long-term liabilities - current portion (Note 8a)                                  14,181             34,232
   Deferred income                                                                        --             75,268
   Acquisition note payable (Note 3)                                                 175,000                 --
   Income taxes payable (Notes 2i and 9)                                               5,161              6,359
                                                                                 -----------        -----------

TOTAL CURRENT LIABILITIES                                                          1,055,524            934,716
                                                                                 -----------        -----------

LONG-TERM DEBT - NET OF CURRENT PORTION (NOTE 8):
   Capital lease obligations                                                          81,377                 --
   Other liabilities                                                                 359,357            608,474
                                                                                 -----------        -----------

                                                                                     440,734            608,474
                                                                                 -----------        -----------

COMMITMENTS AND CONTINGENCIES  (NOTES 10, 11 AND 12)

SHAREHOLDERS' EQUITY:
   Common stock, $.10 par value; 20,000,000 shares authorized;
     2,319,285 shares issued                                                         231,929            231,929
   Capital in excess of par value                                                 10,504,380         10,504,380
   Accumulated deficit                                                            (8,867,082)        (8,705,812)
                                                                                 -----------        -----------
                                                                                   1,869,227          2,030,497
   Less: Common stock in treasury, 7,598 shares at cost                              (50,600)           (50,600)
                                                                                 -----------        -----------

                                                                                   1,818,627          1,979,897
                                                                                 -----------        -----------

                                                                                 $ 3,314,885        $ 3,523,087
                                                                                 ===========        ===========
</TABLE>


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


                                      F - 2
<PAGE>   13
                      EAC INDUSTRIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS



<TABLE>
<CAPTION>
                                                                                 Year Ended January 31,
                                                                              ----------------------------
                                                                                 1997             1996
                                                                              ----------        ----------
<S>                                                                           <C>               <C>
NET SALES  (NOTE 11)                                                          $5,988,315        $7,659,689
                                                                              ----------        ----------

COSTS AND EXPENSES:
    Cost of products sold                                                      4,392,978         5,435,681
    Selling, general and administrative expenses                               2,054,633         2,092,565
                                                                              ----------        ----------
TOTAL COSTS AND EXPENSES                                                       6,447,611         7,528,246
                                                                              ----------        ----------

OPERATING (LOSS) INCOME                                                         (459,296)          131,443
                                                                              ----------        ----------

OTHER INCOME (EXPENSE):
    Interest expense                                                             (22,176)          (14,295)
    Gain on sale of fixed assets                                                 242,000                --
    Interest and other income                                                     99,072            22,809
                                                                              ----------        ----------
                                                                                 318,896             8,514
                                                                              ----------        ----------

(LOSS) INCOME BEFORE PROVISION FOR INCOME TAXES                                 (140,400)          139,957

    Income taxes, net of operating loss carryforwards  (Notes 2i and 9)           20,870            10,762
                                                                              ----------        ----------

NET (LOSS) INCOME                                                             $ (161,270)       $  129,195
                                                                              ==========        ==========

(LOSS) INCOME PER SHARE  (NOTE 2j)                                            $     (.07)       $      .06
                                                                              ==========        ==========
</TABLE>


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


                                      F - 3
<PAGE>   14
                      EAC INDUSTRIES, INC. AND SUBSIDIARIES
            CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY



<TABLE>
<CAPTION>
                                                              Capital in                      Common          Total
                                     Number of     Common       Excess      Accumulated      Stock in     Shareholders'
                                      Shares       Stock        of Par        Deficit        Treasury        Equity
                                     ---------    --------    -----------   -----------      --------     ------------
<S>                                 <C>          <C>         <C>            <C>             <C>           <C>
Balance at January 31, 1995          2,319,285    $231,929    $10,504,380   $(8,835,007)     $(50,600)     $1,850,702

Net income for the year                     --          --             --       129,195            --         129,195
                                     ---------    --------    -----------   -----------      --------      ----------

Balance at January 31, 1996          2,319,285     231,929     10,504,380    (8,705,812)      (50,600)      1,979,897

Net loss for the year                       --          --             --      (161,270)           --        (161,270)
                                     ---------    --------    -----------   -----------      --------      ----------

BALANCE AT
  JANUARY 31, 1997                   2,319,285    $231,929    $10,504,380   $(8,867,082)     $(50,600)     $1,818,627
                                     =========    ========    ===========   ===========      ========      ==========
</TABLE>


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


                                      F - 4
<PAGE>   15
                      EAC INDUSTRIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                                          Year Ended January 31,
                                                                                                      -----------------------------
                                                                                                         1997              1996
                                                                                                      ---------           ---------
<S>                                                                                                   <C>                <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (loss) income                                                                                   $(161,270)          $ 129,195
  Adjustments to reconcile net (loss) income to cash (utilized) by operating activities:
    Depreciation and amortization                                                                       141,035             105,201
    Allowance for doubtful accounts                                                                      75,000              30,000
    Amortization of deferred rental income                                                              (75,268)           (103,938)
    Gain on sale of fixed assets                                                                       (242,000)                 --
  Changes in assets and liabilities:
    Decrease (increase) in accounts and notes receivable                                                461,728            (209,509)
    Decrease in inventories                                                                             105,166             215,480
    Decrease (increase) in prepaid expenses                                                             116,880             (35,622)
    (Decrease) in accounts payable, accrued expenses and accrued income taxes                          (442,961)           (167,130)
    (Decrease) in other, net                                                                                 --             (25,000)
                                                                                                      ---------           ---------
       NET CASH (UTILIZED) BY OPERATING ACTIVITIES                                                      (21,690)            (61,323)
                                                                                                      ---------           ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of fixed assets                                                                    242,000                  --
  Capital expenditures                                                                                  (48,598)           (144,102)
  Investment in new subsidiary                                                                         (175,000)                 --
                                                                                                      ---------           ---------
       NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES                                                  18,402            (144,102)
                                                                                                      ---------           ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  (Decrease) in short-term debt                                                                              --            (150,000)
  Payments of capital lease obligations                                                                 (25,870)                 --
  Payments of long-term debt                                                                             (4,810)             (4,702)
                                                                                                      ---------           ---------
       NET CASH (USED BY) FINANCING ACTIVITIES                                                          (30,680)           (154,702)
                                                                                                      ---------           ---------

(DECREASE) IN CASH AND CASH EQUIVALENTS                                                                 (33,968)           (360,127)

  Cash and cash equivalents, at beginning of year                                                       628,380             988,507
                                                                                                      ---------           ---------

CASH AND CASH EQUIVALENTS, AT END OF YEAR                                                             $ 594,412           $ 628,380
                                                                                                      =========           =========
SUPPLEMENTAL CASH FLOW INFORMATION:
  Interest paid                                                                                       $  17,906           $  14,295
  Income taxes paid                                                                                       6,260              50,070
</TABLE>



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


                                      F - 5
<PAGE>   16
                      EAC INDUSTRIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      YEARS ENDED JANUARY 31, 1997 AND 1996



NOTE  1   -      DESCRIPTION OF THE COMPANY:

                 EAC Industries, Inc., the Company, was organized in 1958 as a
                 New York corporation. The Company is a holding company with
                 three wholly-owned operating subsidiaries, Goodren Products
                 Corporation ("Goodren"), Flexible Printed Products, Inc.
                 ("Flexible") and Athena Packaging, Inc. ("Athena"), see Note 3.
                 Goodren designs and produces point-of-purchase advertising
                 displays and wall decorations on semi-durable plastic.
                 Goodren's major market is consumer product manufacturers and
                 one marketer of children's wall decorations. Flexible produces
                 and prints on plastic, pre-cure in-mold heat transfer labels
                 for the identification and decoration of rubber and silicone
                 hoses, belts and tire patches. Athena produces printed
                 laminated, embossed and hot stamped labels, wraps, seals and
                 decals for the cosmetics, pharmaceutical and health and beauty
                 aids industries. Each of these subsidiaries sells their
                 products to customers throughout the United States.


NOTE  2   -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

                 The Company's accounting policies are in accordance with
                 generally accepted accounting principles. Outlined below are
                 those policies considered particularly significant.

        (a)      USE OF ESTIMATES:

                 In preparing financial statements in accordance with generally
                 accepted accounting principles, management makes certain
                 estimates and assumptions, where applicable, that effect the
                 reported amounts of assets and liabilities and disclosures of
                 contingent assets and liabilities at the date of the financial
                 statements, as well as the reported amounts of revenues and
                 expenses during the reporting period. While actual results
                 could differ from those estimates, management does not expect
                 such variances, if any, to have a material effect on the
                 financial statements.

        (b)      BASIS OF CONSOLIDATION:

                 The consolidated financial statements include the accounts of
                 the Company and its operating subsidiaries. All material
                 intercompany balances and transactions have been eliminated in
                 consolidation.

        (c)      STATEMENTS OF CASH FLOWS:

                 For purposes of the statements of cash flows, the Company
                 considers all investments purchased with a remaining maturity
                 of three months or less to be a cash equivalent.

        (d)      CONCENTRATION OF CREDIT RISK:

                 Financial instruments that potentially subject the Company to
                 concentrations of credit risk consist principally of cash
                 investments and accounts receivable.



                                      F - 6
<PAGE>   17
                      EAC INDUSTRIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      YEARS ENDED JANUARY 31, 1997 AND 1996



NOTE  2  -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED):

         (d)    CONCENTRATION OF CREDIT RISK  (CONTINUED):

                The Company and its subsidiaries maintain, at times, deposits,
                in federally insured financial institutions, in excess of
                federally insured limits. Management attempts to monitor the
                soundness of these financial institutions and feels the
                Company's risk is negligible.

                Concentrations of credit risk with respect to accounts
                receivable are limited due to the large customer base maintained
                by the operating subsidiaries.

         (e)    INVENTORIES:

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

         (f)    PROPERTY, PLANT AND EQUIPMENT:

                Fixed assets are reflected at cost. The Company principally uses
                the straight-line method to compute depreciation of fixed
                assets. Depreciation lives generally range from three to ten
                years for furniture and fixtures, machinery and equipment and
                transportation equipment. Buildings are being amortized over 20
                years and leasehold improvements are amortized over the useful
                life of the asset or the term of the lease, whichever is
                shorter. Major renewals and betterments of fixed assets are
                capitalized while maintenance and repairs are expensed as
                incurred. Upon retirement of fixed assets, the related cost and
                accumulated depreciation are written off and any gain or loss is
                reflected in income.

         (g)    GOODWILL:

                Costs in excess of net assets acquired are considered goodwill
                and are being amortized over periods ranging from 15 to 40 years
                on a straight line basis. Amortization costs were $24,208 and
                $24,833 for the years ended January 31, 1997 and 1996,
                respectively. Accumulated amortization as of January 31, 1997
                and 1996 aggregated $257,250 and $243,042, respectively.

                The Company periodically reviews the valuation and amortization
                of goodwill to determine possible impairment by comparing the
                carrying value to the undiscounted future cash flows of the
                related assets in accordance with Statement of Financial
                Accounting Standard No. 121 - Accounting for the Impairment of
                Long-lived Assets and for Long-lived Assets to be Disposed of.

         (h)    RESTRICTED CASH:

                Cash balances required to be maintained in a severance fund
                ($25,000) as per Goodren's contract with a labor union, is
                considered as restricted cash, and is included in non-current
                assets.


                                      F - 7
<PAGE>   18
                      EAC INDUSTRIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      YEARS ENDED JANUARY 31, 1997 AND 1996



NOTE  2  -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED):

        (i)     INCOME TAXES  (SEE ALSO NOTE 9):

                The Company adopted Statement of Financial Accounting Standards
                No. 109, "Accounting for Income Taxes" ("SFAS No. 109")
                effective February 1, 1993. The standards of SFAS No. 109
                require that the Company utilize an asset and liability approach
                for financial accounting and reporting for income taxes. The
                primary objectives of accounting for income taxes under SFAS No.
                109 are to (a) recognize the amount of tax payable for the
                current year and (b) recognize the amount of deferred tax
                liability or asset based on management's assessment of the tax
                consequences of events that have been reflected in the Company's
                financial statements or tax returns.

        (j)     INCOME PER SHARE:

                Net (loss) income per share has been computed based upon the
                weighted average number of common and common equivalent shares
                outstanding during each period presented.


NOTE  3  -      ACQUISITION:

                On September 27, 1996, the Company purchased all of the
                outstanding capital stock of Athena Packaging, Inc. ("Athena"),
                for $350,000. The acquisition agreement required that 50% of the
                purchase price be paid at closing and the balance paid on March
                1, 1997. The acquisition was accounted for as a purchase,
                accordingly, the acquired assets and liabilities assumed through
                this purchase have been recorded at their estimated fair market
                values at the date of acquisition. The cost of the acquisition
                exceeded the fair market value of the assets acquired by
                $124,050, which amount was assigned to goodwill and is being
                amortized on a straight-line basis over 15 years (see Note 2g).

                The Company's consolidated statements of operations include the
                revenues and expenses of Athena beginning September 27, 1996,
                the date of acquisition. The following pro forma results were
                developed assuming the acquisition had occurred at the beginning
                of the earliest period presented (February 1, 1995).

<TABLE>
<CAPTION>
                                                      Year Ended January 31,
                                                   ----------------------------
                                                      1997              1996
                                                   ----------        ----------
                                                   (UNAUDITED)       (Unaudited)
<S>                                               <C>               <C>
                   Net sales                       $6,541,000        $8,512,000
                   Net (loss) earnings             $ (135,000)       $  127,000
                   (Loss) earnings per share       $     (.06)       $      .05
</TABLE>


                                      F - 8
<PAGE>   19
                      EAC INDUSTRIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      YEARS ENDED JANUARY 31, 1997 AND 1996



NOTE  4  -      INVENTORIES:

                Inventories at January 31, 1997 and 1996 consisted of the
following:

<TABLE>
<CAPTION>
                                                    1997              1996
                                                  --------          --------
<S>                                               <C>              <C>
                        Raw materials             $234,768          $250,005
                        Work in process             60,470            48,435
                        Finished goods               5,000             4,400
                                                  --------          --------
                                                  $300,238          $302,840
                                                  ========          ========
</TABLE>

NOTE  5  -      PROPERTY, PLANT AND EQUIPMENT:

                Fixed assets and accumulated depreciation at January 31, 1997
                and 1996 consisted of the following:


<TABLE>
<CAPTION>
                                                                   1997                1996
                                                                ----------          ----------
<S>                                                            <C>                  <C>
       Building and improvements                                $  343,874          $  388,973
       Machinery and equipment                                   1,093,170           1,100,347
       Label artwork                                               150,000             150,000
       Transportation equipment                                     22,275              47,812
       Furniture and fixtures                                       65,977              45,528
                                                                ----------          ----------
                                                                 1,675,296           1,732,660
       Less: accumulated depreciation and amortization           1,002,630           1,206,541
                                                                ----------          ----------
                                                                   672,666             526,119
       Add:  Land                                                   37,500              37,500
                                                                ----------          ----------
                                                                $  710,166          $  563,619
                                                                ==========          ==========
</TABLE>

                For the years ended January 31, 1997 and 1996, depreciation
                expense aggregated $116,827 and $80,368, respectively.


NOTE  6  -      SHORT-TERM DEBT:

                The Company established a new loan facility, effective in
                January 1996 which offered a maximum line of credit of $750,000,
                provided for advances of up to 80% of eligible accounts
                receivable and 50% of finished goods inventory (for a maximum of
                $350,000) and was collateralized by all of the assets of the
                Company and its subsidiaries. This line of credit expired in
                January 1997. Interest accrued at the annual rate of prime plus
                2%. As of January 31, 1997 and 1996 there were no outstanding
                borrowings under this agreement. The Company is in the process
                of negotiating a new credit facility with its bank.




                                      F - 9
<PAGE>   20
                      EAC INDUSTRIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      YEARS ENDED JANUARY 31, 1997 AND 1996



NOTE  7  -    ACCRUED EXPENSES:

              At January 31, 1997 and 1996 accrued expenses consisted of the
following:

<TABLE>
<CAPTION>
                                                 1997              1996
                                               --------          --------
<S>                                            <C>               <C>
             Salaries and wages                $ 47,649          $ 37,063
             Employee benefits                  282,558           375,041
             Accrued interest payable                --            52,000
             Other                              249,234           107,856
                                               --------          --------
                                               $579,441          $571,960
                                               ========          ========
</TABLE>


NOTE  8  -    LONG-TERM DEBT:

        (a)   OTHER LIABILITIES:

              At January 31, 1997 and 1996 long-term liabilities included the
following:

<TABLE>
<CAPTION>
                                                                                 1997              1996
                                                                               --------          --------
<S>                                                                            <C>               <C>
              9% equipment note payable in monthly installments of
              $427, inclusive of interest, maturing in April 1998              $  5,283          $ 10,092

              Union pension withdrawal liability/shortfall, presently
              payable in quarterly installments of $8,752 (including
              interest at 8% per annum (see Note 12d)                           368,255           632,614
                                                                               --------          --------
                                                                                373,538           642,706
              Less: current portion                                              14,181            34,232
                                                                               --------          --------
                                                                               $359,357          $608,474
                                                                               ========          ========
</TABLE>

              Aggregate maturities of long-term liabilities for the next five
              and in the aggregate are $14,181, $9,525, $10,194 $10,911, $11,678
              and $317,049 thereafter.

        (b)   CAPITAL LEASE OBLIGATIONS:

              The Company and its subsidiaries are the lessees of machinery and
              equipment under leases expiring at various dates through July
              2001. The assets and liabilities are recorded at the lower of the
              present value of the minimum lease payments or the fair market
              value of the assets. The assets are depreciated over their
              estimated useful lives. Depreciation of assets under capital
              leases included in depreciation expense for the year ended January
              31, 1997, aggregated $4,440.


                                     F - 10
<PAGE>   21
                      EAC INDUSTRIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      YEARS ENDED JANUARY 31, 1997 AND 1996



NOTE  8  -    LONG-TERM DEBT (CONTINUED):

        (b)   CAPITAL LEASE OBLIGATIONS (CONTINUED):

              Minimum future lease payments under capital leases as of January
              31, 1997 and for each of the next five years are as follows:

<TABLE>
<S>                                                                <C>
                       1998                                        $  48,593
                       1999                                           40,978
                       2000                                           33,228
                       2001                                           17,448
                       2002                                            8,724
                                                                    --------
                Total minimum lease payments                         148,971
                Less: amount representing interest                   (33,005)
                                                                    --------
                                                                    $115,966
                                                                    ========
</TABLE>


NOTE  9  -    INCOME TAXES:

              The provision for income taxes consisted of the following for the
              years ended January 31, 1997 and 1996:

<TABLE>
<CAPTION>
                                                          1997             1996
                                                         -------          -------
<S>                                                     <C>               <C>
         Current:
           Federal (net of benefit of operating
              loss carryforward)                         $    --          $    --
           State and local                                20,870           10,762
                                                         -------          -------
                                                          20,870           10,762
                                                         -------          -------
         Deferred:
           Federal                                            --               --
           State and local                                    --               --
                                                         -------          -------
                                                              --               --
                                                         -------          -------

         PROVISION FOR INCOME TAXES                      $20,870          $10,762
                                                         =======          =======
</TABLE>

              The components of the net deferred income tax asset, pursuant to
              SFAS 109, as of January 31, 1997 and 1996 are as follows:


<TABLE>
<CAPTION>
                                                  1997                1996
                                               ----------          ----------
<S>                                            <C>                 <C>
        Deferred tax assets:
          Accounts receivable                  $    5,400          $    5,400
          Inventory                                 1,800               1,800
          Operating loss carryforward           2,040,000           2,040,000
                                               ----------          ----------

        Total deferred tax asset                2,047,200           2,047,200

          Valuation allowance                   1,537,200           1,537,200
                                               ----------          ----------
        NET DEFERRED INCOME TAX ASSET          $  510,000          $  510,000
                                               ==========          ==========
</TABLE>


                                     F - 11
<PAGE>   22
                      EAC INDUSTRIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      YEARS ENDED JANUARY 31, 1997 AND 1996



NOTE  9  -    INCOME TAXES (CONTINUED):

              The Company has available operating loss carryforwards for federal
              tax purposes of approximately $7,000,000. These losses expire in
              various years beginning in 2005 and may result in deferred tax
              assets. The Company has recognized this asset but has provided a
              valuation allowance based on the portion of the asset considered
              realizable over the next three years. This allowance will be
              evaluated at the end of each year, considering both positive and
              negative evidence concerning the realizability of the asset, and
              will be increased or reduced accordingly.

              Reconciliation of the statutory Federal income tax rate to the
              Company's negative effective tax rate for the years ended January
              31, 1997 and 1996 is not provided due to the utilization of net
              operating losses and the recognition of the deferred tax asset
              above.


NOTE 10  -    RETIREMENT PLANS:

              Goodren has a defined contribution profit sharing plan covering a
              substantial portion of its employees. Contributions are based on a
              percentage of each participant's compensation or a fixed annual
              contribution for union employees based on a collective bargaining
              agreement. The cost of the plan amounted to $35,000 and $44,000 in
              1997 and 1996. See also Note 12d.


NOTE 11  -    ECONOMIC DEPENDENCY:

              One of the Company's customers accounted for 39% of net sales for
              each of the years ended January 31, 1997 and 1996.


NOTE 12  -    COMMITMENTS AND CONTINGENCIES:

        (a)   OPERATING LEASES:

              The Company and its subsidiaries lease certain administrative and
              manufacturing facilities and equipment under operating leases
              expiring at various times through 2000. Other locations are rented
              on a month to month basis. Rental and lease expense aggregated
              approximately $146,512 and $147,000 for the years ended January
              31, 1997 and 1996, respectively.

              Future minimum rental commitments for existing operating leases
              and in the aggregate are as follows:


<TABLE>
<S>                                                           <C>
              Fiscal year ending January 31,        1998 -    $ 70,699
                                                    1999 -      66,032
                                                    2000 -      66,032
                                                    2001 -      27,513
                                                              --------
                                                              $230,276
                                                              ========
</TABLE>

                                     F - 12
<PAGE>   23
                      EAC INDUSTRIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      YEARS ENDED JANUARY 31, 1997 AND 1996



NOTE 12 -     COMMITMENTS AND CONTINGENCIES  (CONTINUED):

      (b)     EMPLOYMENT CONTRACTS:

              The Company has an employment contract (the "Contract") with the
              President of Goodren which expired on January 31, 1994 and which
              is subject to automatic renewals for successive one year terms.
              The contract specifies base compensation of $155,000 for the
              initial term and is subject to annual increases based on changes
              in the consumer price index. The contract also provides for
              additional compensation equal to 5% of the operating income of
              Goodren provided such operating income exceeds $650,000 for the
              fiscal year. In December 1994, Goodren entered into a further
              agreement with this executive whereby the proceeds of a newly
              purchased term life insurance policy in the amount of $250,000
              will be paid to the spouse upon the death of this executive.

              Flexible has entered into an employment contract with its
              President for a three year period ending December 15, 1997, which
              is subject to renewals for successive one year terms. The base
              compensation under this contract is $75,000 with adjustments to be
              made annually based on changes in the consumer price index. The
              contract also provides for additional compensation based on annual
              sales revenue and/or gross profit performance of Flexible. The
              contract also encompasses non-compete provisions, availability of
              medical benefits and the use of an automobile.

      (c)     LITIGATION:

              Goodren is included in a threatened claim concerning environmental
              cleanup costs. Goodren is included among a large number of
              companies involved, and is not one of the major parties. The
              amount, if any, that Goodren may ultimately have to pay, is not
              considered material, is subject to change and is uncertain at this
              time. It is management's opinion that the Company is adequately
              reserved for this matter and the ultimate resolution of this case
              should not have a material impact on the financial condition of
              the Company.

      (d)     OTHER:

              Goodren has withdrawn from participating in the District 65 Union
              Pension Plan (the "Plan"), see Note 10. The withdrawal has
              resulted in the assessment of a withdrawal liability owed to the
              Plan by Goodren. During the year ended January 31, 1995, the
              Company accrued a reserve for an estimated liability of $560,000
              which counsel to the Company believed would be payable over a
              period of approximately 22 years beginning approximately one year
              from the withdrawal date. In March of 1996, subsequent to the
              balance sheet, the Company signed an agreement with the Plan
              whereby they will make quarterly payments of $7,548. A September
              30, 1996, the Company and Goodren entered into a Settlement
              Agreement with the Trustees of the union pension plan whereby
              Goodren's pension fund liability was reduced to $360,000 payable
              in 80 equal quarterly payments of $8,752 including annual interest
              at a rate of 8%. The Company has applied for a hardship case
              pursuant to the Settlement Agreement, whereby the Company would
              reduce its quarterly obligations to $3,000 until such time as the
              Company is out of hardship. Goodren is also potentially liable to
              the Internal Revenue Service ("IRS") for excise taxes of
              approximately $5,000 under paragraph 4971 of the Internal Revenue
              Code.


                                     F - 13
<PAGE>   24
                               EXHIBIT INDEX

Item No.                        Description
--------                        -----------


(11)                   Computation of Earnings per Common Share
                       See Exhibit 11


(27)                   Financial Data Schedule