SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)

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

                   For the Fiscal Year Ended December 31, 1996

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

        For the transition period from        to         .
                                      --------  ---------

                         Commission File No. 33-18834-LA

                               MED-TEX CORPORATION
                 ----------------------------------------------
                 (Name of small business issuer in its charter)

             Nevada                                     87-0306463
-------------------------------          ---------------------------------------
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
 incorporation or organization)


              2440 South Progress Drive, Salt Lake City, Utah 84119
              -----------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, Include Area Code:  (801) 972-2201

Securities Registered Pursuant to Section 12(b) of the Act:

 Title of Each Class                  Name of Each Exchange on Which Registered
 -------------------                  -----------------------------------------
       None                                             None

Securities Registered Pursuant to Section 12(g) of the Act:

                                      None
                                ----------------
                                (Title of Class)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past twelve (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 ninety (90)
days. Yes  X  No
         -----  -----

     Check  if  disclosure  of  delinquent  filers  in  response  to Item 405 of
Regulation S-B is not contained in this form, and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [X]

     The issuer's revenues for its most recent fiscal year were $78,000.

     As of March 10, 1997,  9,391,964  shares of common stock of the  Registrant
were  outstanding.  As of such date,  the  aggregate  market value of the common
stock  held by  non-affiliates,  based  on the  closing  bid  price  on the NASD
Bulletin Board, was approximately $3,069,716.

                       DOCUMENTS INCORPORATED BY REFERENCE

     No annual reports to security holders, proxy or information statements,  or
prospectuses  filed  pursuant  to Rule 424(b) or (c) have been  incorporated  by
reference in this report.

     Transitional Small Business Disclosure Format: Yes     No  X
                                                       -----  -----
<PAGE>
                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----

PART I

     ITEM 1.  DESCRIPTION OF BUSINESS.............................           1
     ITEM 2.  DESCRIPTION OF PROPERTIES...........................           1
     ITEM 3.  LEGAL PROCEEDINGS...................................           1
     ITEM 4.  SUBMISSION OF MATTERS TO A VOTE
              OF SECURITY HOLDERS.................................           1

PART II

     ITEM 5.  MARKET FOR COMMON EQUITY AND
              RELATED STOCKHOLDER MATTERS.........................           2
     ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS................           3
     ITEM 7.  FINANCIAL STATEMENTS................................           4
     ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
              ON ACCOUNTING AND FINANCIAL DISCLOSURE..............           4

PART III

     ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
              AND CONTROL PERSONS; COMPLIANCE WITH
              SECTION 16(a) OF THE EXCHANGE ACT...................           4
     ITEM 10. EXECUTIVE COMPENSATION..............................           4
     ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
              OWNERS AND MANAGEMENT...............................           5
     ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS......           5
     ITEM 13. EXHIBITS AND REPORTS OF FORM 8-K....................           6

              SIGNATURES..........................................           7

              FINANCIAL STATEMENTS................................          F-1

<PAGE>
                                     PART I

     This Form 10-KSB contains forward-looking  statements within the meaning of
Section 27A of the  Securities  Act of 1933 and  Section  21E of the  Securities
Exchange Act of 1934. The Company's actual results could differ  materially from
those set forth in the  forward-looking  statements.  Certain factors that might
cause such a difference are discussed in the section  entitled  "Certain Factors
Affecting Future Operating Results" beginning on page 3 of this Form 10-KSB.

ITEM 1. DESCRIPTION OF BUSINESS

     Med-Tex  Corporation  (the  "Company") was organized  under the laws of the
State of Nevada on September 9, 1987,  under the name "Sportsland  Sales,  Inc."
The Company was formed for the purpose of "investing in investments of all forms
and nature and to engage in any and all other business."

     The  Company  publicly  offered,  through a  blank-check  self-underwritten
offering,  10,000,000 shares of its common stock at a price of $.02 per share on
a best efforts  all-or-none basis. The offering closed on March 4, 1988 with the
receipt of gross offering proceeds of $200,000.

     On June 30, 1994, pursuant to an Acquisition  Agreement between the Company
and Enpak Medical Corp. ("Enpak"),  the Company acquired 100% of the outstanding
stock of Enpak in exchange for 5,065,294  shares of the  Company's  Common Stock
and the Company changed its name to "Med-Tex Corporation."

     From  June of 1994  until  October  of 1996,  the  Company  carried  on the
operations of Enpak which  consisted of the import and  distribution of bulk and
proprietary medical products. Due to competitive market conditions,  the Company
terminated various phases of the operations of Enpak beginning in 1994 and began
liquidating  its  inventories.  In October of 1996,  the Company sold all of the
stock of Enpak to Regent Development Holdings Limited, a controlling shareholder
of the Company, for $1.

     Since 1994,  other than efforts to  liquidate  inventories,  the  Company's
operations have consisted of the search for an operating  business to merge with
or acquire.

ITEM 2. DESCRIPTION OF PROPERTIES

     With the sale of Enpak, the Company has no leasehold or ownership interests
in any properties.  The Company's executive offices are located in an industrial
park at 2440 South  Progress  Drive,  Salt Lake City,  Utah,  which  offices are
provided free of charge by the Company's principal shareholder.

     The  Company  believes  that its  properties  are  adequate  to support its
current operations.

ITEM 3. LEGAL PROCEEDINGS

     The Company is not  presently a party to, and  management  is not aware of,
any pending or threatened legal proceedings.

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

     No matters were submitted to a vote of the Company's  stockholders  through
the  solicitation  of proxies,  or otherwise,  during the fourth  quarter of the
Company's fiscal year ended December 31, 1996.


                                        1
<PAGE>
                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

     The Company's  common stock is currently  traded in the over counter market
and is quoted on the NASD  electronic  bulletin board under the symbol MTEX. The
trading market in the Company's common stock is extremely  limited and sporadic.
The  following  table  sets  forth  the high and low bid price per share for the
Company's common stock for each quarterly period.

                            1996                           1995
                     ------------------             -----------------
                     High          Low               High        Low

First Quarter        2.00          .50               2.50        1.00
Second Quarter       2.00          .50               2.50         .75
Third Quarter        2.00          .50               2.50         .75
Fourth Quarter       2.00          .50               2.50         .75

     The quotation reflects inter-dealer prices without retail markup,  markdown
or commissions and may not represent actual transactions.

     At March 31, 1997, the bid price of the Common Stock was $.50.

Record Holders

     As of March 31, 1997,  there were  approximately  481 record  owners of the
Common Stock of the Company.

Dividends

     The  Company  has never  declared  or paid any cash  dividend on its Common
Stock and does not expect to declare or pay any such dividend in the foreseeable
future.


                                        2
<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS

     This Form 10-KSB contains forward-looking  statements within the meaning of
Section 27A of the  Securities  Act of 1933 and  Section  21E of the  Securities
Exchange Act of 1934. The Company's actual results could differ  materially from
those set forth in the  forward-looking  statements.  Certain factors that might
cause such a difference are discussed in the section  entitled  "Certain Factors
Affecting Future Operating Results" beginning on page of this Form 10-KSB.

Results of Operations - Fiscal Year 1996

     During  1996,  the  Company's   operations  were  limited  to  the  ongoing
liquidation  of  inventory  and  efforts to seek out and  acquire  an  operating
business. On October 31, 1996, the Company sold its operating subsidiary,  Enpak
for $1. Enpak incurred  operating  losses since its  acquisition in 1994 and had
liabilities  in excess of  assets.  As a result of the  disposal  of Enpak,  the
operations  of Enpak  for 1995 and for 1996  through  the date of sale have been
reclassified as discontinued  operations.  Losses from  discontinued  operations
from Enpak totaled $234,509 in 1996 as compared to $357,044 in 1995.

     In connection with the sale of Enpak, the Company reported an extraordinary
gain in 1996 of $1.2 million reflecting the excess of liabilities over assets of
Enpak.  However,  in connection with the sale of Enpak,  the Company recorded an
extraordinary  loss of $1.4 million  relatig to the  write-off of  inter-company
loans from the Company to Enpak and its subsidiary.

     As a result of the  discontinuance  of  operations  and sale of Enpak,  the
Company  reported a net loss of  $439,105  in 1996 as  compared to a net loss of
$357,044 in 1995.

Liquidity and Capital Resources

     As a  result  of the  sale of  Enpak,  the  Company  had no  assets  and no
liabilities at December 31, 1996.

     During 1995 and up until the sale of Enpak in October of 1996,  the Company
funded its operating losses and capital  requirements through loans from related
parties and other  issuances  of debt.  In August of 1996,  the  Company  issued
3,503,665  shares of common stock in satisfaction of all outstanding  loans from
shareholders  and  related  entities,   including   accrued  interest,   in  the
approximate amount of $1,053,000.

     While the Company had no existing  liabilities or capital  requirements  at
December  31,  1996,  the  Company  has  no  sources  of  available  capital  or
commitments to provide capital.  Management believes that certain affilites will
continue to advance funds to the Company in order to provide  sufficient capital
resources to fund its efforts to seek and acquire an operating  business for the
foreseeable  future.  However,  there are binding  commitments or obligations to
provide  such  funding.  Without  such  funding,  the Company  will be unable to
sustain its operations over the next twelve months.

Certain Factors Affecting Future Operating Results

     This Form 10-KSB contains forward-looking  statements within the meaning of
Section 27A of the  Securities  Act of 1933 and  Section  21E of the  Securities
Exchange Act of 1934. The Company's actual results could differ  materially from
those set forth in the  forward-looking  statements.  Certain factors that might
cause such a difference  include the  following:  the limited  availability  and
competition  for  attractive  business  acquisition  candidates;  the absence of
resources to fund the cost and capital  requirements  associated  with acquiring
and funding  businesses;  the lack of firm commitments to provide funding to the
Company to sustain its operations and to consummate an acquisition;  and changes
in the regulatory and economic  climate which may make it more difficult for the
Company to consummate an acquisition, among other factors.


                                       3
<PAGE>
ITEM 7. FINANCIAL STATEMENTS

     The  consolidated  financial  statements of the Company,  together with the
independent  auditors' report thereon of H.J. Swart & Company,  P.A., appears on
pages F-2 through F-12 of this report. See Index to Financial Statements on page
F-1 of this report.

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

     Not applicable.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(a) OF THE EXCHANGE ACT

Information Regarding Present Directors and Executive Officers

     The following table sets forth the names and ages of the present  executive
officers and directors of the Company and the positions held by each.

       Name       Age                       Title
----------------- ---  ---------------------------------------------------------
K. Scott Crawford  40  President, Chief Executive Officer and Director
Karen Polino       42  Secretary/Treasurer, Chief Financial Officer and Director
Angela Morin       34  Director

     K. Scott  Crawford.  Mr.  Crawford has been employed by the Company and its
predecessor  since 1992 having served as Secretary,  Treasurer,  Chief Financial
Officer  and a Director  until 1996 when he was  promoted  to  President,  Chief
Executive Officer and Director.  From 1985 until joining the Company, he was the
executive vice president of Arrow Associated Stores, Inc. in Salt Lake City.

     Karen  Polino.  Ms.  Polino  has  served  as  Secretary,  Treasurer,  Chief
Financial Officer and a Director of the Company since July of 1996. For the past
two years,  Ms.  Polino has been  employed as an  administrative  assistant  for
Waterford & Sterling, Inc., a financial public relations firm, and for the prior
three years served as an administrative  assistant with Enpak Surgical,  Inc., a
medical products distributor.

     Angela Morin.  Ms. Morin has served as a Director of the Company since July
1996. For the past three years, Ms. Morin has been employed as an administrative
assistant for Martin Consultants, Inc., a mergers and acquisitions firm, and for
the prior five years served as an administrative  assistant with LEA Management,
Inc., a consulting firm.

ITEM 10. EXECUTIVE COMPENSATION

     The Company paid no salary or other  compensation  in excess of $100,000 to
any of its officers during 1996. The Company's chief executive officer, K. Scott
Crawford,  received  no  compensation  of any nature from the Company for any of
fiscal years 1993 through 1996.


                                       4
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth as of March 31, 1997 the number of shares of
the  Company's  Common  Stock  known to be held by the  executive  officers  and
directors individually and as a group and by beneficial owners of more than five
percent of the Company's Common Stock.

Name and Address of              Amount and Nature of
Beneficial Onwer (1)             Beneficial Ownership      Percent of Class
--------------------             --------------------      ----------------

Metro Link Holdings (2)...........    1,750,000                   18.6%
Jeff Martin (3)(4)................    1,277,531                   13.6%
G. Robert W. Klomp (3)............      500,000                    5.3%
K. Scott Crawford.................      175,000                    1.9%
Angela Morin......................       50,000                       *
Karen Polino......................          -0-                       -
Executive officers and directors
 as a group (3 persons)...........      225,000                    2.4%

------------------------
*      Less than 1%.

(1)  The persons named in the table have sole voting and  investment  power with
     respect to all shares of Common Stock shown as beneficially  owned by them,
     subject to community  property laws, where applicable,  and the information
     contained in the footnotes to the table.
(2)  Address is 4703, 47/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong.
(3)  Address is 2440 South Progress Drive, Salt Lake City, Utah 84119.
(4)  Includes  1,029,385  shares held by Martin  Consultants,  Inc.  and 248,146
     shares  held of  record by  Jeffrey  Martin.  Mr.  Martin  controls  Martin
     Consultants,  Inc.  and may be  deemed  to be the  beneficial  owner of the
     shares held of record by Martin Consultants, Inc.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     During 1995 and 1996, various  shareholders of the Company,  and affiliates
of those  shareholders,  loaned  funds to the Company to support  the  Company's
operations.  Martin  Consultants,  Inc., a  stockholder  of the  Company,  and a
company owned by Martin  Consultants,  Inc.  loaned funds to the Company  during
1995 and 1996  pursuant to demand  loans,  a portion of which were  non-interest
bearing with the balance  bearing  interest at 10%. The maximum  amount of loans
from Martin  Consultants  during 1996 was $1,053,874.  In August of 1996, all of
those loans were converted into 1,053,874 shares of common stock.

     In October of 1996,  the  Company  sold its  subsidiary,  Enpak,  to Regent
Development  Holdings,  Inc. for $1 and  foregiveness of all amounts advanced by
the  Company  to  Enpak  and its  subsidiary.  At the time of  sale,  Enpak  had
liabilities in excess of assets, all of which represented loans from the Company
or its shareholders to Enpak and its subsidiary.  Regent Development Holdings is
a  British  Virgin  Islands  company  which  is  controlled  by  Andy  Lai,  the
controlling   shareholder  of  Metro  Link  Holdings,   the  Company's   largest
shareholder.

     During 1995, the Company transferred all of its furniture and equipmennt to
Martin  Consultants,  Inc., which is controlled by Jeffrey Martin, a controlling
stockholder of the Company,  for  foregiveness  of indebtedness in the amount of
$78,548.  The net book value of the  furniture  and  equipment  transferred  was
$80,399, while its fair market value was approximately $46,000.


                                       5
<PAGE>
                                     PART IV

ITEM 13. EXHIBITS AND REPORTS OF FORM 8-K

(a)  Exhibits

     2.1  Agreement  dated October 31, 1996 between Med-Tex  Corporation,  Enpak
          Medical Corporation and Regent Development Holdings Limited (1)

     3.1  Articles of Incorporation, as amended to date (2)

     3.2  Bylaws, as amended to date (2)

     27.1* Financial Data Schedule

------------------------
*      Filed herewith
(1)    Incorporated by reference from Form 8-K dated November 8, 1996.
(2)    Incorporated by reference from Form 8-K dated January 25, 1995.

(b)  Reports on Form 8-K

     Form 8-K dated November 8, 1996,  1996 reporting  under Item 2, the sale of
the Company's only operating subsidiary, Enpak Medical Corporation.


                                       6
<PAGE>
                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                         MED-TEX CORPORATION


                                         By:  /s/ K. Scott Crawford
                                            ------------------------------------
                                              K. Scott Crawford
                                              President


Dated:  April  11, 1997


     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the dates indicated.


    Signature                     Title                             Date



/s/ K. Scott Crawford     President & Director                   April 11, 1997
---------------------     (Principal Executive Officer)
K. Scott Crawford


/s/ Karen Polino          Secretary/Treasurer & Director         April 11, 1997
---------------------     (Principal Accounting and Financial
Karen Polino              Officer)


/s/ Angela Morin          Director                               April 11, 1997
---------------------
Angela Morin


                                        7
<PAGE>
                               MED-TEX CORPORATION

                   Index to Consolidated Financial Statements


                                                                           Page

Independent Auditors Report                                                F-2

Consolidated Balance Sheet as of December 31, 1996 and 1995                F-3

Consolidated Statements of Operations for the Years Ended
  December 31, 1996 and 1995                                               F-5

Consolidated Statements of Stockholders' Equity (Deficit)
 for the Years Ended December 31, 1996 and 1995                            F-6

Consolidated Statements of Cash Flows for the Years Ended
  December 31, 1996 and 1995                                               F-7

Notes to Consolidated Financial Statements                                 F-8


                                       F-1
<PAGE>
                          Independent Auditors Report


To the Board of Directors and Stockholders
Med-Tex Corporation

We  have  audited  the  accompanying   consolidated  balance  sheet  of  Med-Tex
Corporation  and  subsidiaries  as of December 31, 1996 and 1995 and the related
consolidated statements of operations,  stockholders' equity (deficit), and cash
flows for the years then ended. These consolidated  financial statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the financial position of Med-Tex Corporation
and  subsidiaries  as of  December  31,  1996 and 1995 and the  results of their
operations  and their cash flows for the years  then  ended in  conformity  with
generally accepted accounting principles.


                                             /s/ H. J. Swart & Company, P.A.
                                             -----------------------------------
                                             H. J. Swart & Company, P. A.


January 31, 1997

                                      F-2
<PAGE>
                               Med-Tex Corporation
                           Consolidated Balance Sheet
                           December 31, 1996 and 1995

<TABLE>
<CAPTION>
                                     Assets
                                     ------

                                          1996          1995
                                         ------        ------
<S>                                       <C>          <C>
Current assets
  Cash                                    $  -0-         18,130
  Accounts receivable                        -0-         15,506
  Inventory                                  -0-        124,933
                                          ------       --------

          Total current assets               -0-        158,569

Property and equipment
  Leasehold improvements                     -0-        172,572
  Less accumulated depreciation              -0-          9,427
                                          ------       --------

          Net property and equipment         -0-        163,145

Other assets
  Licenses and permits, net of
   amortization of $44,430 in 1995           -0-        155,570
  Goodwill, net of amortization of
   $72,479 in 1995                           -0-        386,617
  Deposits and other                         -0-         11,177
                                          ------       --------

          Total other assets                 -0-        553,364
                                          ------       --------

                                          $  -0-       $875,078
                                          ======       ========
</TABLE>


    The accompanying notes are an integral part of these financial statements


                                       F-3
<PAGE>
                               Med-Tex Corporation
                           Consolidated Balance Sheet
                           December 31, 1996 and 1995

<TABLE>
<CAPTION>

                 Liabilities and Stockholders' Equity (Deficit)
                 ----------------------------------------------

                                                 1996             1995
                                             ------------      -----------
<S>                                          <C>               <C>

Current liabilities
  Accounts payable                           $        -0-      $   304,048
  Accrued interest payable                            -0-           79,796
  Current portion long term debt                      -0-           37,183
  Other accrued liabilities                           -0-            8,329
                                             ------------      -----------

         Total current liabilities                    -0-          429,356

Long term debt                                        -0-        1,106,833
                                             ------------      -----------

         Total liabilities                            -0-        1,536,189

Stockholders' equity (deficit)
  Common stock, $.001 par value,
   50,000,000 shares authorized,
   9,391,964 shares issued and
   outstanding; 5,836,724 shares in 1995           9,391             5,837
  Additional paid in capital                   2,490,024         1,393,362

  Accumulated deficit                         (2,499,415)       (2,060,310)
                                             ------------      -----------

         Stockholders' equity (deficit)               -0-         (661,111)
                                             ------------      -----------

                                             $        -0-      $   875,078
                                             ============      ===========
</TABLE>


    The accompanying notes are an integral part of these financial statements


                                       F-4
<PAGE>
                               Med-Tex Corporation
                      Consolidated Statement of Operations
                     Years ended December 31, 1996 and 1995

<TABLE>
<CAPTION>

                                                   1996            1995
                                               ------------     ----------
<S>                                            <C>              <C>
Income from continuing operations              $        -0-     $      -0-

Loss from discontinued operations                 (234,509)      (357,044)
                                               ------------     ----------

Net loss before extraordinary items               (234,509)      (357,044)

Extraordinary items
  Gain on disposal of discontinued operations    1,206,502             -0-
  Write-off of notes receivable                 (1,411,098)            -0-
                                               ------------     ----------

Net loss                                       $  (439,105)     $(357,044)
                                               ============     ==========

Net loss per common share
  Loss before extraordinary items              $     (.034)     $   (.064)
  Extraordinary items                                (.030)            -0-
                                               ------------     -----------

Net loss per share                             $     (.064)     $   (.064)
                                               ============     ==========
</TABLE>


    The accompanying notes are an integral part of these financial statements


                                       F-5
<PAGE>
                               Med-Tex Corporation
            Consolidated Statement of Stockholders' Equity (Deficit)
                     Years ended December 31, 1996 and 1995

<TABLE>
<CAPTION>

                                                                             Total
                                           Additional                    Stockholders'
                                  Common     Paid in       Accumulated      Equity
                                  Stock      Capital         Deficit       (Deficit)
                                  ------   -----------     -----------    ------------
<S>                               <C>       <C>            <C>            <C>
Balances December 31, 1994        $5,368    $1,082,949     $(1,703,266)   $ (614,949)

Stock issued in exchange
  for shares of Enpak
  Surgical Products,Inc.             158          (158)             -0-           -0-

Stock issued in satisfaction
  of certain debt of Enpak
  Surgical Products, Inc.            311       310,571              -0-      310,882

Net loss for year ended
  December 31, 1995                   -0-           -0-       (357,044)     (357,044)
                                  -------   -----------    ------------    ----------

Balances December 31, 1995         5,837     1,393,362      (2,060,310)     (661,111)

Stock issued in satisfaction
  of certain debt of Enpak
  Surgical Products, Inc.             51        46,291              -0-       46,342

Stock issued in satisfaction
  of certain debt of Enpak
  Medical Corporation              3,503     1,050,371              -0-    1,053,874

Net loss for year ended
  December 31, 1996                   -0-           -0-       (439,105)     (439,105)
                                  -------   -----------    ------------   -----------

Balances December 31, 1996        $9,391    $2,490,024     $(2,499,415)   $       -0-
                                  =======   ===========    ============   ===========
</TABLE>


    The accompanying notes are an integral part of these financial statements


                                       F-6
<PAGE>
                               Med-Tex Corporation
                      Consolidated Statement of Cash Flows
                     Years ended December 31, 1996 and 1995

<TABLE>
<CAPTION>

                                                 1996           1995
                                              -----------    -----------
<S>                                           <C>            <C>
Cash flows from operating activities
   Net loss                                   $ (439,105)    $ (357,044)
   Adjustments to reconcile net loss to net
     cash used in operating activities
      Loss from discontinued operations          234,509        357,044
      Extraordinary gain on disposal of
        discontinued operations               (1,206,502)            -0-
      Extraordinary write-off of notes
        receivable                             1,411,098             -0-
      Changes in discontinued operations        (111,248)      (176,858)
                                              -----------    -----------

Net cash used by discontinued operations        (111,248)      (176,858)

Cash flows from investing activities
   Proceeds from sale of discontinued
   operations, net of discontinued
   operations cash                                  (470)            -0-
                                              -----------    -----------

Net cash used by investing activities               (470)            -0-

Cash flows from financing activities
   Loans to discontinued operations
     from related parties                        122,684        249,035
   Repayment of loans to discontinued
     operations from related parties                  -0-       (41,329)
   Repayment of debt of discontinued
     operations                                  (29,096)       (23,664)
                                              -----------    -----------

Net cash provided by financing activities         93,588        184,042
                                              -----------    -----------

Increase (decrease) in cash                      (18,130)         7,184

Cash at beginning of year                         18,130         10,946
                                              -----------    -----------

Cash at end of year                           $       -0-    $   18,130
                                              ===========    ===========
</TABLE>


    The accompanying notes are an integral part of these financial statements


                                       F-7
<PAGE>
                              Med-Tex Corporation
                   Notes to Consolidated Financial Statements
                           December 31, 1996 and 1995


1.   Summary of Significant Accounting Policies

     Organization and consolidation

     The financial  statements  presented are those of Med-Tex  Corporation (the
     Company), a Nevada corporation,  Enpak Medical Corporation  (Medical),  its
     wholly owned subsidiary,  and Enpak Surgical Products,  Inc. (Surgical),  a
     majority  owned  subsidiary of Medical.  Surgical is the only entity in the
     consolidated  group  to have  operations  in 1995 and  1996.  It was in the
     business of assembling and marketing custom and standard surgical kits used
     in  intervention,  diagnostic,  and surgical  procedures,  but discontinued
     those  operations in late 1994. No new  operations  have been initiated and
     the  Company  was in the  process of  liquidating  its  inventory  prior to
     disposition of its subsidiaries.

     The  Company has been in  existence  since  1987.  It  acquired  Medical on
     December  8, 1994 in a  pooling  of  interests.  All  financial  statements
     presented have been reported as though the  combination  had taken place on
     October 19, 1993, the date of Medical's inception.

     November 10, 1993,  Medical  acquired (via  contribution) a 59% controlling
     interest in  Surgical.  During  1994,  Surgical  issued  shares for officer
     compensation,  diluting Medical's  interest to 52%. However,  subsequent to
     the  acquisition of Medical,  the Company  acquired 5% of Surgical  through
     exchanges  of  stock  with  individual  stockholders,  giving  the  Company
     effective  ownership of 57% of Surgical at December  31, 1994.  During 1995
     the Company  acquired an  additional  7% of Surgical  through  exchanges of
     stock with individual stockholders,  giving the Company effective ownership
     of 64% prior to dispositon.

     All significant intercompany accounts and transactions have been eliminated
     in  consolidation.  The  minority  interest  holders  of  Surgical  have no
     financial  responsibility to fund Surgical's losses,  therefore Medical has
     funded and  consolidated  100% of the losses of Surgical  since the date of
     acquisition.

     Inventory 

     Inventory  is valued  at the  lower of first in first  out cost or  market.
     Inventory was written down to net realizable value at December 31, 1995.


                                       F-8
<PAGE>
                              Med-Tex Corporation
                   Notes to Consolidated Financial Statements
                           December 31, 1996 and 1995


1.   Summary of Significant Accounting Policies (continued)

     Property and equipment

     Property and  equipment are stated at cost.  Depreciation  is provided on a
     straight line basis over the estimated  useful lives of the various  assets
     for  financial  reporting  purposes.  For  tax  purposes,  depreciation  is
     calculated using appropriate accelerated methods.

     Intangible assets

     Surgical  owns  certain FDA  licenses,  permits,  and  protocols  which are
     carried at cost and are being amortized over a 15 year period.

     Goodwill consists primarily of the excess paid by Medical over the net book
     value of assets  acquired  from Surgical and is being  amortized  over a 15
     year period.

     Income taxes

     The Company has unused net operating loss  carryforwards  of  approximately
     $2,500,000 at December 31, 1996,  which are  generally  available to offset
     future  taxable  income.  These  losses  will  begin to expire in 2005.  No
     related deferred tax asset has been recognized in the financial  statements
     since the valuation allowance is equal to any such tax benefit.

     Loss per share

     The  computation of loss per share is based on the weighted  average number
     of shares outstanding during each year.

     Statement of cash flows

     The Company considers all short-term  investments with an original maturity
     of three months or less to be cash equivalents.

2.   Acquisition And Discontinued Operations

     On December  8, 1994 the Company  acquired  all of the  outstanding  common
     stock of Enpak Medical  Corporation in exchange for 5,065,294 shares of the
     Company's common stock. The acquisition has been accounted for as a pooling
     of interests.

     On October  31,  1996,  the  Company  sold all the stock of Medical and its
     directly owned shares of Surgical to Regent  Development  Holdings  Limited
     for  one  dollar.  The  Company  recorded  a  gain  of  $1,206,502  on  the
     transaction  since the  liabilities of Medical and Surgical  exceeded their
     assets.  Medical and Surgical  recorded  revenue of  approximately  $78,000
     through the sale date in 1996 and $330,000 in 1995.


                                       F-9
<PAGE>
                              Med-Tex Corporation
                   Notes to Consolidated Financial Statements
                           December 31, 1996 and 1995


3.   Extraordinary Items

     The gain on disposal of discontinued operations,  also discussed in Note 2,
     is reported as  extraordinary  since the sale  occurred less than two years
     after the date Medical was combined with the Company.

     On October  31,  1996,  the  Company  released  Medical of  $1,053,874  and
     Surgical of $357,224 of debt owed to the Company.

4.   Long Term Debt

     Long term debt consists of the following:

                                                       1996          1995
                                                       ----          ----

     Loan  payable to bank at prime plus 2%,
     guaranteed  by the Small  Business
     Administration  and collateralized by a
     general lien on the assets of Enpak
     Surgical Products,  Inc., with payments
     of principal and interest of $4,539
     per month, due March 2003                        $ -0-       $ 299,180

     Note payable to landlord for building
     renovations, payable $1,042 per month
     with no interest, due January, 1998                -0-         26,048

     Non-interest bearing loan from stock-
     holder, payable upon demand                        -0-         81,856

     Loans from stockholder and stock-
     holder-owned entities bearing interest
     at 10%, payable upon demand                        -0-        736,932
                                                      -----     ----------

     Total long term debt                               -0-      1,144,016

     Less current portion                               -0-         37,183
                                                      -----     ----------

                                                      $ -0-     $1,106,833
                                                      =====     ==========


     In August 1996, the loans from stockholder and  stockholder-owned  entities
     were  exchanged  for stock in the Company at the rate of one share for each
     thirty cents of debt.

     The remaining long term debt was eliminated in conjunction with the sale of
     Medical, as discussed in Note 2.


                                       F-10
<PAGE>
                              Med-Tex Corporation
                   Notes to Consolidated Financial Statements
                           December 31, 1996 and 1995

4.   Long Term Debt (continued)

     A $251,513  note  payable  to the former  majority  owner of  Surgical  was
     exchanged during 1995 for stock in the Company at the rate of one share for
     each dollar of debt.

     The demand notes held by stockholder  and  stockholder-owned  entities have
     been  included  in long term  debt  since the  financial  condition  of the
     Company at  December  31,  1995 would  indicate  that  repayment  could not
     reasonably be expected at any particular future date.

5.   Long Term Lease

     Enpak  Surgical  Products,  Inc. is  obligated  under a long term lease for
     26,000 square feet of office and warehouse  space in Salt Lake City,  Utah.
     The  facility  is  significantly  underutilized  since the  termination  of
     operations.  The lease expires  January 31, 2002. Upon the sale of Medical,
     as discussed in Note 2, this obligation was eliminated.

     In 1995,  the Company  sub-leased the majority of the office space for five
     years at  $72,000  per  year.  The  tenant  spent  significant  amounts  on
     renovations. The lease expires December 31, 1999.

     In September  1996, the Company  sub-leased  another  portion of the office
     space for $43,200 per year.

     Rental  expense  through  October  31, 1996 was $70,000 and was $84,000 for
     1995.

6.   Related Party Transactions

     The  Company  and its  subsidiaries  were  indebted  to a  stockholder  and
     stockholder-owned  entities at December 31, 1995 in the amount of $818,788.
     The loans are all demand notes;  $736,932 bears interest at 10% and $81,856
     is non-interest  bearing.  Accrued interest payable at December 31, 1995 is
     $77,061.

     On August 16, 1996, the Company issued  3,503,665 shares of common stock as
     payment of all related party loans and accrued interest outstanding.

     During 1995 the Company  transferred  all of its furniture and equipment to
     one of the stockholder-owned  entities for a $78,548 reduction in loans and
     accrued interest. The Company realized a loss of $1,851 on the transaction.


                                       F-11
<PAGE>
                              Med-Tex Corporation
                   Notes to Consolidated Financial Statements
                           December 31, 1996 and 1995


7.   Supplemental Disclosures Of Cash Flow Information

                                                 1996           1995
                                             -----------     -----------
     Cash paid during the year for
     Interest                                $   17,343      $   89,164
     Income taxes                            $       -0-     $       -0-

     Non cash investing and financial activities

     During 1996,  the Company  issued common stock in  satisfaction  of certain
     debt of Surgical in the amount of $46,342.

     During 1996,  the Company  issued common stock in  satisfaction  of certain
     debt of Medical in the amount of $1,053,874.

     During 1995,  the Company  issued common stock in  satisfaction  of certain
     debt of Surgical in the amount of $310,882.

     During 1995,  Surgical sold its equipment to a related party;  the proceeds
     of $78,548 were applied against loans from Medical.


                                      F-12