<PAGE>


                                    UNITED STATES

                       U.S. SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C. 20549


                                      FORM 10-K


                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                           SECURITIES EXCHANGE ACT OF 1934
                     FOR THE FISCAL YEAR ENDED DECEMBER 31, 1991

                           COMMISSION FILE NO. 33-17966-LA

                              XANTHIC ENTERPRISES, INC.


                A Colorado Corporation                 EIN: 94-3030021

                             9028 Sunset Blvd., Penthouse
                         Los Angeles, CA 90069 (310-289-4947)


             Securities to be registered under Section 12(g) of the Act:

                       Common Shares and Series A and Series B
                            Common Stock Purchase Warrants

The registrant has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding period.

Aggregate market value. There is no market value as the Company's stock is not
trading currently.

As of December 31, 1991 there were 5,481,826 shares of Common Stock outstanding.

<PAGE>

                                        PART I

ITEM 1. DESCRIPTION OF BUSINESS.

    (1)  The Company. Xanthic Enterprises, Inc. was incorporated in Colorado on
October 27, 1986 and has not yet commenced operations. The primary activity of
the Company will involve seeking merger or acquisition candidates.

    (2)  Plan of Operations. The Company plans to seek merger or acquisition
candidates.

    (3)  Employees.  At the present time the Company has no employees other
than its officers. The officers devote as much time as they deem appropriate to
the Company's business. The officers are not paid salary or expenses.

    (4)  Administrative Offices. The Company maintains its executive offices 
at 9028 Sunset Blvd., Penthouse Suite, Los Angeles, CA 90069 pursuant to an 
oral lease agreement with David G. Lilly, a director of the Company on a 
month to month basis. No rent is paid for this office at this time.

ITEM 2.   PROPERTIES.

    The Company owns no properties, plans or other real estate, and has no
Letters of Intent to purchase or acquire any property.

ITEM 3.  LEGAL PROCEEDINGS.

    On November 2, 1991 the State of Oregon issued a cease and desist order
ordering the Company to cease and desist issuing unregistered securities in the
State of Oregon. The proceeding was based on the distribution of  shares and
warrants to Oregon shareholders (registered by way of a S-18 registration
statement) pursuant to the agreement for such distribution between the Company
and Automated Services, Inc.

    The number of shares affected by the ruling is estimated to be 188,000
shares owned by approximately 650 residents of Oregon. The 188,000 shares
represent approximately 3.4% of the issued and outstanding shares of Xanthic.
The Company has requested a hearing with respect to the allegations of the cease
and desist order.


                                       1
<PAGE>

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

    No matters were submitted to the shareholders during the year 1991.

                                       PART II

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

    There is no established public trading market for the common shares of the
Company.


ITEM 6.  SELECTED FINANCIAL DATA.

    This information is omitted as allowed by General Instruction 1 of Form
10-K as the information is adequately reflected in the certified financial
statements as set forth in Item 8.

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

    (1)  LIQUIDITY. The Company has no cash assets and no liquidity.

    (2)  CAPITAL RESOURCES. The Company has no capital resources.

    (3)  RESULTS OF OPERATIONS. The Company has not operated during the past
fiscal year and there are no results of operations.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

    Attached are audited financial statements for the Company as of
December 31, 1991.


                                       2
<PAGE>

                              XANTHIC ENTERPRISES, INC.

                            (A DEVELOPMENT STAGE COMPANY)

                                 FINANCIAL STATEMENTS

                              DECEMBER 31, 1991 AND 1990


                                       3

<PAGE>

                                       CONTENTS



                                                                            PAGE
                                                                            ----

AUDITOR'S REVIEW REPORT....................................................  5

FINANCIAL STATEMENTS:

  BALANCE SHEET............................................................  6

  STATEMENTS OF OPERATION..................................................  7

  STATEMENT OF STOCKHOLDERS' EQUITY........................................  8

  STATEMENTS OF CASH FLOWS.................................................  9

  NOTES TO FINANCIAL STATEMENTS............................................10-11


                                       4

<PAGE>

TO THE BOARD OF DIRECTORS AND
STOCKHOLDERS OF XANTHIC ENTERPRISES, INC.:

We have audited the accompanying balance sheets of Xanthic Enterprises, Inc.  (a
development stage company) as of December 31, 1991 and 1990, and the related
statements of operations, stockholders' equity (deficit), and cash flows for the
years then ended and for the period from October 27, 1986 (inception), to
December 31, 1991.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit 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 financial statements referred to above present fairly, in
all material respects, the financial position of Xanthic Enterprises, Inc. as of
December 31, 1991, and 1990, and the results of its operations and cash flows
for the years then ended and from October 27, 1986 (inception), to December 31,
1991 in conformity with generally accepted accounting principles.




Harlan & Boettger, CPA's
San Diego, California
February 17, 1997


                                       5
<PAGE>

                              XANTHIC ENTERPRISES, INC.
                            (A DEVELOPMENT STAGE COMPANY)
                                    BALANCE SHEETS

<TABLE>
<CAPTION>
 

                                                                 December 31,
                                                        ----------------------------
                                                          1991                1990
                                                        --------            --------
<S>                                                     <C>                 <C>
ASSETS

CURRENT ASSETS:
  Cash                                                 $       -           $       -
                                                       ---------           ---------
                                                       ---------           ---------

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
  Accounts payable                                     $   5,437            $  2,999
                                                       ---------           ---------

STOCKHOLDERS' EQUITY (DEFICIT):
  Common stock, $.0001 par value, 50,000,000
   shares authorized, 5,481,826 shares issued
   and outstanding                                           548                 548

   Additional paid in capital                             11,651              11,651

  Deficit accumulated during the development stage       (17,636)            (15,198)
                                                       ---------           ---------

       TOTAL STOCKHOLDERS' EQUITY (DEFICIT)               (5,437)             (2,999)
                                                       ---------           ---------

                                                       $       -           $       -
                                                       ---------           ---------
                                                       ---------           ---------

</TABLE>


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


                                       6

<PAGE>

                              XANTHIC ENTERPRISES, INC.
                            (A DEVELOPMENT STAGE COMPANY)
                               STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
 

                                                                                      October 27, 1986
                                                      For the year ended               (Inception) to
                                                          December 31,                December 31, 1991
                                                  ------------------------------       -----------------
                                                    1991                1990
                                                  ----------          ----------
<S>                                               <C>                 <C>              <C>

REVENUES                                          $       -           $       -           $       -
                                                  ---------           ---------           ---------

OPERATING EXPENSES
  General and administrative                          1,288               1,162              13,134
                                                  ---------           ---------           ---------

LOSS FROM OPERATIONS                                  1,288               1,162             (13,134)

OTHER INCOME (EXPENSES)
   Interest expense                                  (1,150)             (1,837)             (4,487)
   Aborted offering costs                                 -                   -             (17,066)
   Debt relief                                            -                   -              17,051
                                                  ---------           ---------           ---------

  TOTAL OTHER INCOME (EXPENSES)                      (1,150)             (1,837)             (4,502)
                                                  ---------           ---------           ---------

NET (LOSS)                                        $  (2,438)          $  (2,999)          $ (17,636)
                                                  ---------           ---------           ---------
                                                  ---------           ---------           ---------

NET (LOSS) PER COMMON SHARE                       $  (.0004)          $  (.0005)          $   (.003)
                                                  ---------           ---------           ---------
                                                  ---------           ---------           ---------

WEIGHTED AVERAGE NUMBER OF SHARES
   OUTSTANDING                                    5,481,826           5,481,826           5,481,826
                                                  ---------           ---------           ---------
                                                  ---------           ---------           ---------

</TABLE>


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


                                       7

<PAGE>

                              XANTHIC ENTERPRISES, INC.
                            (A DEVELOPMENT STAGE COMPANY)
                     STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>

 


                                          Common Stock                         Accumulated
                                   -------------------------        Paid in   deficit during
                                    Shares          Amount         Capital  development stage    Total
                                     ------          ------         -------  -----------------  ---------
<S>                                <C>             <C>              <C>      <C>                <C>
BALANCE, DECEMBER 31, 1989         5,481,426        $   548        $11,651       $(12,199)     $       -

Net loss for the year                      -              -              -         (2,999)        (2,999)
                                   ---------        -------        -------       --------       --------

BALANCE, DECEMBER 31, 1990         5,481,826        $   548        $11,651       $(15,198)      $ (2,999)
                                   ---------        -------        -------       --------       --------

Net loss for year                          -              -              -         (2,438)        (2,438)

BALANCE, DECEMBER 31, 1991         5,481,826        $   548        $11,651       $(17,636)      $ (5,437)
                                   ---------        -------        -------       --------       --------
                                   ---------        -------        -------       --------       --------

</TABLE>


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


                                       8

<PAGE>

                              XANTHIC ENTERPRISES, INC.
                            (A DEVELOPMENT STAGE COMPANY)
                               STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
 

                                                                                                            October 27, 1986
                                                                            For the year ended               (Inception) to
                                                                                December 31,                December 31, 1991
                                                                        ------------------------------       -----------------
                                                                          1991                1990
                                                                        ----------          ----------
<S>                                                                     <C>                 <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net income (loss)                                                   $ (2,438)           $ (2,999)          $ (17,636)
   Adjustments to reconcile net income to net cash
     provided by (used in) operating activities:
       Debt relief                                                            -                   -                   -
       Common stock issued for services                                       -                   -                  31
       Changes in operating assets and liabilities:
         Accounts payable                                                 2,438               2,999               5,437
                                                                       --------            --------           ---------

NET CASH USED IN (ABSORBED BY) OPERATING
   ACTIVITIES                                                                 -                   -             (12,168)
                                                                       --------            --------           ---------

CASH FLOWS FROM FINANCING ACTIVITIES
   Sale of common stock                                                       -                   -              12,168
                                                                       --------            --------           ---------

NET CASH PROVIDED BY FINANCING ACTIVITIES                                     -                   -                   -
                                                                       --------            --------           ---------

NET INCREASE (DECREASE) IN CASH                                               -                   -                   -

CASH, BEGINNING OF PERIOD                                                     -                   -                   -
                                                                       --------            --------           ---------

CASH, END OF PERIOD                                                    $      -            $      -           $       -
                                                                       --------            --------           ---------
                                                                       --------            --------           ---------

</TABLE>
 

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


                                       9

<PAGE>

                              XANTHIC ENTERPRISES, INC.
                            (A DEVELOPMENT STAGE COMPANY)
                            NOTES TO FINANCIAL STATEMENTS
                                  DECEMBER 31, 1991


A.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

    ORGANIZATION

    Xanthic Enterprises, Inc., a Colorado corporation, was incorporated October
    27, 1986, and since its inception, the Company has been in the development
    stage.  The Company's primary intended activity is to engage in all aspects
    of review and evaluation of private companies, partnerships, or sole
    proprietorships for the purpose of completing mergers or acquisitions with
    the Company, and to engage in mergers acquisitions with any or all
    varieties of private entities.

    The Company has had no operations since its inception except for expenses
    related to maintaining the corporate status.

    BASIS OF ACCOUNTING

    The Company's policy is to use the accrual method of accounting and to
    prepare and present financial statements which conform to generally
    accepted accounting principles.  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 reported amounts of
    revenues and expenses during the reporting periods.  Actual results could
    differ from those estimates.

B.  ACCOUNTS PAYABLE:

    Accounts payable at December 31, 1991 represents amounts due the Company's
    stock transfer agency, AST.

C.  CAPITAL STOCK

    The Company is authorized to issue 50,000,000 shares of common stock, with
    a par value of $.0001 per share.

    In May, 1989 the Company became obligated to distribute shares and warrants
    to the shareholders of ASI pursuant to the S-18 registration statement.
    The Company distributed 313,826 shares of stock and 627,652 warrants
    pursuant to the agreement with ASI.  The shares and warrants were delivered
    at various dates between May of 1989 and February of 1990.  This
    distribution included 313,826 shares of common stock and one (1) Class A
    Warrant and one (1) Class B Warrant with each share of stock distributed.
    Each warrant allowed the holder to acquire an additional share of common
    stock as follows: The Class A Warrant had an exercise price of $0.75 per
    share and an expiration date of April 30, 1990.  The Class B Warrant had an
    exercise price of $1.50 per share and an expiration date of April 30, 1992.



                                       10

<PAGE>

                              XANTHIC ENTERPRISES, INC.
                            (A DEVELOPMENT STAGE COMPANY)
                            NOTES TO FINANCIAL STATEMENTS
                                  DECEMBER 31, 1991
                                     (CONTINUED)

D.  STOCK OPTIONS:

    The Company has granted common stock options to various individuals.

    Changes during the twelve months ended December 31, 1991, of common stock
    options was as follows:

                                                  Shares         Price Range
                                                  ------         -----------

         Outstanding at December 31, 1990        313,826         $      1.50

         Granted                                       -                   -

         Exercised                                     -                   -

         Expired                                       -                   -
                                                 -------

         Outstanding at December 31, 1991        313,826               $1.50
                                                 -------
                                                 -------

E.  LITIGATION:

    On November 2, 1991 the State of Oregon issued a cease and desist order
    ordering the Company to cease and desist issuing unregistered securities in
    the State of Oregon.  The proceedings was based on the distribution of
    shares and warrants to Oregon shareholders (registered by way of a S-18
    registration statement) pursuant to the agreements for such distribution
    between the Company and Automated Services, Inc.


                                       11

<PAGE>

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

    There is no disagreement with any prior accountant.

                                       PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.


    Mark A. Lilly, President and a Director. Mr. Lilly, age 29, has been 
President of Xanthic since inception. During 1988 he was President of NinHao 
Enterprises, Inc., a Colorado corporation. Nin Ho Enterprises is no longer 
active. Mr. Lilly was an Assistant Health Planner for the Alameda Health 
Consortium from February 1987 to May, 1988. Since May, 1988 Mr. Lilly has 
been self employed as a free lance computer programer.

    Glenn DeCicco, Vice-President, Secretary and a Director. Mr. DeCicco, age
32, was a Senior Vice President of Nin Hao Enterprises during 1988 and was
Presient of Land and Water Real Estate Company, an inactive development stage
real estate consultation company formed in 1987. Land and Water Real Estate
Company has no assets, income or employees.

    David G. Lilly, Director. Mr. Lilly, age 54, is a member of the California
Bar Association During 1988 he was a director of Trident Foods, Inc. and
Showcase Publishing Corporation. Trident Foods, Inc. had 30 employees and a
minimal net worth. Showcase has a minimal net worth and two employees.

    John D. Lilly, Vice President. Mr. Lilly, age 25, is a free lance software
and technical consultant.

    John Lilly and Mark Lilly are brothers. David Lilly is their father.

ITEM 11. EXECUTIVE COMPENSATION.

    During the past year the Company did not compensate any officer or
director. The Company has no plans to compensate any officer or director at the
present time.


                                       12

<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

<TABLE>
<CAPTION>
 

Title of Class     Name and Address              Amount and Nature        Percent of Class
                   of Beneficial                 of Beneficial Owner
                   Owner
<S>                 <C>                           <C>                      <C>
Common Shares      Mark Lilly*                   1,165,000                21.2
                   1182 Market St.
                   Suite 540
                   San Francisco, CA 94102

                   Glenn DeCicco*                1,106,500                20.1
                   2210 A Academy Pl.
                   Suite 142
                   Colorado Springs, CO 80909

                   Brett Hudelson                1,106,500                20.1
                   147 Central
                   Ashland, OR 97520

                   John D. Lilly*                  120,000                 2.1
                   4931 Gentry Ave.
                   N. Hollywood, CA 91407

                   David G. Lilly*               1,145,000                20.9
                   9028 Sunset Blvd.
                   Penthouse
                   Los Angeles, CA 90069
</TABLE>

    *The total number of shares owned by officers and directors is 3,536,500.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

    Not Applicable.

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES.

    The Company incorporates by reference the exhibits filed with its
registration statement and the amendments thereto. There have been no 8-K
filings during the past year. Attached under Item 8 are audited financial
statements for the Company for the year ended December 31, 1991.


                                       13

<PAGE>

                                      SIGNATURE



In accordance with Section 12 of the Securities Exchange Act of 1934, this
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.


XANTHIC ENTERPRISES, INC.



Dated:   4/2/97
      ---------------------------------------------------------------



By:    /s/ Mark A. Lilly
     ----------------------------------------------------------------
       Mark A. Lilly, President, Director and Chief Financial Officer



Dated:   4/2/97
      ---------------------------------------------------------------



By:    /s/ Glenn DeCicco
     ----------------------------------------------------------------
       Glenn DeCicco, Vice-President and Director


                                          14