<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, 1996
                                           
                       COMMISSION FILE NO. 33-17966-LA
                                           
                          XANTHIC ENTERPRISES, INC.
                                           
                                           
            A Colorado Corporation                 EIN: 94-3030021
                                           
                             8833 Sunset Blvd. Suite 200
                       West Hollywood, 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, 1996 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
8833 Sunset Blvd., West Hollywood, CA 90069 pursuant to an oral lease agreement
with David G. Lilly, a shareholder 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. 

    On April 2, 1992 the State of Oregon issued a final order to cease and
desist violating any provision of Oregon Securities Law. Xanthic was denied the
use of any statutory exemption provided in ORS 59.022 and ORS 59.035. Xanthic,
Mark Lilly and Glenn DeCicco were assessed civil penalties of $ 750.00 each for
violating ORS 59.055 and ORS 59.132(2). Directors Mark Lilly and Glenn DeCicco
were ordered to cease and desist violating any provision of ORS Chapter 59.
Neither the Company nor the Directors appealed.

                                     -2-

<PAGE>

    The Company has been advised that the effect of the Oregon ruling was to
invalidate the issuance and distribution of the registered shares and warrants
to residents of Oregon until such time as said securities are registered
pursuant to the provisions of the Oregon Securities Law. 

    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 the
Company.      


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

    No matters were submitted to the shareholders during the year 1996.

                                           
                                   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,
1996.

                                       3
<PAGE>

















                          XANTHIC ENTERPRISES, INC.

                        (A DEVELOPMENT STAGE COMPANY)

                             FINANCIAL STATEMENTS

                          DECEMBER 31, 1996 AND 1995







                                     4

<PAGE>





                                   CONTENTS





                                                                           PAGE
                                                                           ----

AUDITOR'S REVIEW REPORT. . . . . . . . . . . . . . . . . . . . . . . . . . .  6

FINANCIAL STATEMENTS:

  BALANCE SHEET. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7

  STATEMENTS OF OPERATION. . . . . . . . . . . . . . . . . . . . . . . . . .  8

  STATEMENT OF STOCKHOLDERS' EQUITY. . . . . . . . . . . . . . . . . . . . .  9

  STATEMENTS OF CASH FLOWS . . . . . . . . . . . . . . . . . . . . . . . . . 10

  NOTES TO FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . .  11-12



                                       5
<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, 1996 and 1995, 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, 1996.  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, 1996, and 1995, and the results of its operations and cash flows
for the years then ended and from October 27, 1986 (inception), to December 31,
1996 in conformity with generally accepted accounting principles.





Harlan & Boettger, CPA's 
San Diego, California
February 24, 1997


                                       6
<PAGE>

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


                                                           December 31,         
                                                  ------------------------------
                                                     1996                1995   
                                                  ----------          ----------
ASSETS

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

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) 

CURRENT LIABILITIES:
  Accounts payable                                $   13,859         $   13,154
                                                  ----------         ----------

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                                             (26,058)           (22,320)
                                                  ----------         ----------

      TOTAL STOCKHOLDERS' EQUITY (DEFICIT)           (13,850)           (13,154)
                                                  ----------         ----------

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


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


                                       7
<PAGE>

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

                                                              October 27, 1986
                                     For the year ended        (Inception) to
                                        December 31,          December 31, 1996
                                 --------------------------   -----------------
                                    1996            1995   
                                 ----------      ----------

REVENUES                         $        -      $        -          $        -

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

OPERATING EXPENSES
  General and administrative            693           1,197              18,654
                                 ----------      ----------          ----------

LOSS FROM OPERATIONS                   (693)         (1,197)            (18,654)
    
OTHER INCOME (EXPENSES)    
  Interest expense                      (12)           (207)             (6,639)
  Aborted offering costs                  -               -             (17,066)
  Debt relief                             -               -              17,051
  Penalty                                 -               -                (750)
                                 ----------      ----------          ----------

   TOTAL OTHER INCOME (EXPENSES)        (12)           (207)             (7,404)
                                 ----------      ----------          ----------

NET LOSS                         $     (705)     $   (1,404)         $  (26,058)
                                 ----------      ----------          ----------
                                 ----------      ----------          ----------

NET LOSS PER COMMON SHARE        $   (.0001)     $   (.0003)         $    (.005)
                                 ----------      ----------          ----------
                                 ----------      ----------          ----------

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




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


                                       8
<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, 1994         5,481,826     $   548    $11,651        $ (23,949)     $(11,750)
                                   ---------     -------    -------        ---------      --------

Net loss for year                          -           -          -           (1,404)       (1,404)
                                   ---------     -------    -------        ---------      --------

BALANCE, DECEMBER 31, 1995         5,481,826     $   548    $11,651        $ (25,353)     $(13,154)
                                   ---------     -------    -------        ---------      --------

Net loss for year                          -           -          -             (705)         (705)
                                   ---------     -------    -------        ---------      --------

BALANCE, DECEMBER 31, 1996         5,481,826     $   548    $11,651        $(26,058)     $ (13,859)
                                   ---------     -------    -------        ---------      --------
                                   ---------     -------    -------        ---------      --------
</TABLE>




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


                                       9
<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, 1996
                                                            -------------------    -----------------
                                                              1996       1995                        
                                                            --------   --------
<S>                                                         <C>        <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES 
    Net loss                                                $   (705)  $ (1,404)       $ (26,058)    
    Adjustments to reconcile net income to net cash 
     provided by (used in) operating activities:
         Common stock issued for services                          -          -               31 
         Changes in operating assets and liabilities:
             Accounts payable                                    705      1,404           13,859
                                                            --------   --------        ---------

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

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

NET CASH PROVIDED BY FINANCING ACTIVITIES                          -          -           12,168
                                                            --------   --------        ---------

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.


                                       10
<PAGE>

                          XANTHIC ENTERPRISES, INC.
                        (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO FINANCIAL STATEMENTS
                              DECEMBER 31, 1996




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, 1996 represents amounts due the Company's 
    stock transfer agency, AST and $750 payable to the state of Oregon (See 
    Note D).

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. 
    No warrants were exercised.


                                       11
<PAGE>

                          XANTHIC ENTERPRISES, INC.
                        (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO FINANCIAL STATEMENTS
                              DECEMBER 31, 1996
                                 (CONTINUED)


D.  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 an S-18 
    registration statement) pursuant to the agreements for such distribution 
    between the Company and Automated Services, Inc.     

    On April 2, 1992 the State or Oregon issued a final order to cease and 
    desist violating any provision of Oregon Securities Law.  Xanthic was denied
    the use of any statutory exemption provided in ORS 59.022 and ORS 59.035.  
    Xanthic was assessed a civil penalty of $750.00 for violating ORS 59.055 and
    ORS 59.132(2).  Directors Mark Lilly and Glenn DeCicco were ordered to cease
    and desist violating any provision of ORS Chapter 59.  Neither the Company 
    nor the Directors appealed.

    The Company has been advised that the effect of the Oregon ruling was to 
    invalidate the issuance and distribution of the registered shares and 
    warrants to residents of Oregon until such time as said securities are 
    registered pursuant to the provisions of the Oregon Securities Law.  The 
    number of shares affected by the ruling is estimated to be 188,000 shares 
    owned by approximately 650 residents at Oregon.  The 188,000 shares 
    represent approximately 3.4% of the issued and outstanding shares of 
    Xanthic.





                                       12
<PAGE>

1996.
    

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 33, has been
President of Xanthic since inception. During 1988 he was President of Nin Hao
Enterprises, Inc., a Colorado corporation. NinHo 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 36, was a Senior Vice President of Nin Hao Enterprises during 1988 and was
President 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.

    John D. Lilly, Vice-President and a Director. Mr. Lilly, age 30, has been 
a freelance software consultant and technical writer since 1994.  

    John Lilly and Mark Lilly are brothers. 

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. 


                                       13
<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
<C>              <S>                         <C>                    <C>
Common Shares    Mark Lilly*                 1,165,000                    21.2
                 8833 Sunset Blvd.
                 Suite 200
                 West Hollywood, CA 90069

                 Glenn DeCicco*              1,106,500                    20.1
                 100 Long Brook Way
                 Suite 21
                 Pleasant Hill, CA 94523

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

                 John D. Lilly*                263,000                     4.7
                 8833 Sunset Blvd.
 .                Suite 200
                 W. Hollywood, CA 90069

                 David G. Lilly             1,000,000                     18.2
                 8833 Sunset Blvd.
                 Suite 200
                 West Hollywood, CA 90069
</TABLE>
    *The total number of shares owned by officers and directors is 2,534,500.

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


                                       14
<PAGE>

statement and the amendments thereto. There have been no 8-K filings during the 
past year. Under Item 8 are attached audited financial statements for the 
Company as of December 31, 1996.

    
                                  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


                                       15