EXHIBIT 99
================================================================================

                                 THERMAIRE, INC.
                                DBA THERMAL CORP
                               FINANCIAL STATEMENT
                        AND INDEPENDENT AUDITOR'S REPORT
                          YEAR ENDED DECEMBER 31, 1996

================================================================================

                                       39
<PAGE>
                                      INDEX


                                                                            PAGE
INDEPENDENT AUDITOR'S REPORT ...............................................  41

BALANCE SHEET - December 31, 1996 ..........................................  42

STATEMENT OF INCOME & RETAINED EARNINGS (DEFICIT) -
         Year Ended December 31, 1996 ......................................  43

STATEMENT OF CASH FLOWS - Year Ended December 31, 1996 .....................  44

NOTES TO FINANCIAL STATEMENTS ..............................................  45

                                       40
<PAGE>
                          Independent Auditor's Report


Board of Directors and Stockholders
Thermaire, Inc.

We have audited the accompanying balance sheet of Thermaire, Inc., dba Thermal
Corp, as of December 31, 1996 and the related statements of income and retained
earnings, and cash flows for the year then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above, present fairly, in
all material respects, the financial position of Thermaire, Inc. as of December
31, 1996, and the results of their operations and cash flows for the year then
ended, in conformity with generally accepted accounting principles.


Lindsey, Keys & Shannon, P.C.
Spring, Texas
March 1, 1997

                                       41
<PAGE>
                                 THERMAIRE, INC.
                                DBA THERMAL CORP
                                  BALANCE SHEET
                             AS OF DECEMBER 31, 1996
<TABLE>
<CAPTION>
                                           ASSETS
CURRENT ASSETS:
<S>                                                                       <C>      
    Cash ...............................................................  $   3,301
    Accounts Receivable ................................................    271,906
    Inventory ..........................................................    239,367
    Prepaid Expenses ...................................................      4,680
                                                                          ---------
                                                                            519,254
                                                                          ---------

PROPERTY AND EQUIPMENT, At Cost ........................................    297,480
    Less Accumulated Depreciation ......................................   (161,741)
                                                                          ---------
                                                                            135,739
                                                                          ---------

OTHER ASSETS, Net of Amortization ......................................        425
                                                                          ---------
            TOTAL ASSETS ...............................................  $ 655,418
                                                                          =========


                             LIABILITIES & SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
    Notes Payable Short Term:
        Affiliate ......................................................  $ 109,086
        Insurance Financing ............................................      3,014
    Accounts Payable - Trade ...........................................    168,659
    Accounts Payable - Shareholders ....................................     96,131
    Other Accrued Expenses .............................................      1,850
                                                                          ---------
                                                                            378,740
                                                                          ---------
SHAREHOLDERS' EQUITY:
    Common Stock,
        Voting, no par value, 1,000,000 shares authorized, 10,000 shares
            issued and outstanding .....................................     25,000
        Non-voting, $1.00 par value, 500,000 shares authorized, 451,292
        shares issued and outstanding ..................................    451,292
        Retained Earnings (Deficit) ....................................   (199,614)
                                                                          ---------
                                                                            276,678
                                                                          ---------
            TOTAL LIABILITIES & SHAREHOLDERS' EQUITY ...................  $ 655,418
                                                                          =========
</TABLE>
              SEE ACCOMPANYING NOTES TO THESE FINANCIAL STATEMENTS.

                                       42
<PAGE>
                                 THERMAIRE, INC.
                                DBA THERMAL CORP
            COMBINED STATEMENT OF INCOME (LOSS) AND RETAINED EARNINGS
                      FOR THE YEAR ENDING DECEMBER 31, 1996

NET SALES ...................................................       $ 2,404,375
COST OF GOODS SOLD ..........................................         2,150,642
                                                                    -----------
    GROSS MARGIN ............................................           253,733
                                                                    -----------
OTHER OPERATING EXPENSES:
    Sales & Marketing .......................................            32,416
    General & Administrative ................................           309,118
                                                                    -----------
                                                                        341,534
                                                                    -----------
LOSS FROM OPERATIONS ........................................           (87,801)

OTHER INCOME (EXPENSE):
    Net Gain on Sale of Property & Equipment ................            11,865
    Interest Expenses .......................................           (10,959)
                                                                    -----------
NET INCOME (LOSS) ...........................................           (86,895)
RETAINED EARNINGS (DEFICIT)
    Beginning of Year .......................................          (112,718)
                                                                    -----------
    End of Year .............................................       $  (199,614)
                                                                    ===========

              SEE ACCOMPANYING NOTES TO THESE FINANCIAL STATEMENTS.

                                       43
<PAGE>
                                 THERMAIRE, INC.
                                DBA THERMAL CORP
                             STATEMENT OF CASH FLOW
                      FOR THE YEAR ENDED DECEMBER 31, 1996

NET CASH FLOW FROM (USED BY) OPERATING ACTIVITIES:
    Net Income (loss) ............................................      (86,896)
    Adjustments to Reconcile Net Income to Net Cash
    Provided by Operating Activities:
        Depreciation and Amortization ............................       41,869
        (Increase) Decrease in Current Assets:
            Accounts Receivable ..................................     (104,746)
            Inventory ............................................      (89,298)
            Prepaid Expenses .....................................         (620)
        Increase (Decrease) in Current Liabilities:
            Accounts Payable - Trade .............................       98,270
            Amounts Payable - Shareholders .......................       41,005
            Other Accrued Expenses ...............................         (661)
                                                                      ---------
    Net Cash Flow Provided by (Used by) Operating Activities .....     (101,077)
                                                                      ---------

CASH FLOW FROM (USED BY) INVESTING ACTIVITIES:
    Acquisition of Property and Equipment ........................      (14,783)
    Disposition of Property and Equipment - Net ..................       13,059
                                                                      ---------
    Net Cash Flow from (Used by) Investing Activities ............       (1,724)
                                                                      ---------
CASH FLOW FROM FINANCING ACTIVITIES:
    Increase in Notes Payable:
        Loans and Advances from Affiliate, Net ...................      109,086
        Insurance Financing, Net .................................        3,014
                                                                      ---------
    Net Cash Provided by Financing Activities ....................      112,100
                                                                      ---------
NET INCREASE IN CASH .............................................        9,299
CASH (OVERDRAFT) AT BEGINNING OF YEAR ............................       (5,998)
                                                                      ---------
CASH AT END OF YEAR ..............................................    $   3,301
                                                                      =========
SUPPLEMENTAL DISCLOSURES:
    Interest Paid ................................................    $  10,959
    Income Taxes Paid ............................................      $ - 0 -

              SEE ACCOMPANYING NOTES TO THESE FINANCIAL STATEMENTS.

                                       44
<PAGE>
                                 THERMAIRE, INC.
                                DBA THERMAL CORP
                          NOTES TO FINANCIAL STATEMENTS

1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

         BUSINESS ACTIVITY - Thermaire, Inc., dba Thermal Corp (the Company), is
a custom manufacturer of air conditioning and related equipment primarily for
sale to independent sales representatives located throughout the United States.
The Company's business is tied closely to the commercial and industrial
construction industry; consequently, the Company's ability to sell products and
collect amounts due from customers is affected by economic fluctuations in these
industries.

          Starting in January, 1996 and continuing for approximately seven
months, the Company manufactured and sold stainless steel electrical enclosures
to a special group of acquired customers. This business generated gross margins
of approximately $39,000 on sales of $218,000. The business was discontinued in
August resulting in a loss of approximately $8,000 which was netted against the
gain on sale of fixed assets. These operations have not been reported as
discontinued operations in the accompanying Statement of Income (Loss) due to
materiality considerations.

         CASH AND CASH EQUIVALENTS - For purposes of the statements of cash
flows, the Company considers only immediately available demand deposits to be
cash equivalents.

         INVENTORY - Inventory consists primarily of raw materials used in
manufacturing and is carried at the lower of cost or market value, with cost
determined on the first-in, first out method of accounting. Costs related to
current jobs in process are valued at actual cost of material and labor expended
on the job to date and include a factor for overhead.

         PROPERTY AND EQUIPMENT - Property and equipment is stated at cost,
adjusted for accumulated depreciation. Depreciation is calculated using a
straight line method with lives of seven years for used equipment and ten years
for new equipment. Salvage value is not considered.

         INCOME TAXES - The Company's taxable income (loss) is included in a
consolidated tax return filed by an affiliated company (see Note 7). Taxable
income for 1996 exceeded book income by approximately $17,000 which represents
the difference between book and tax methods of depreciation. A provision has not
made on the Company's books to reflect the benefits accruing to the consolidated
entity from the reduction of taxable income from operating losses of the
Company.

         USE OF ESTIMATES - The preparation of the Company's financial
statements in conformity with generally accepted accounting principles requires
the Company's management to make estimates and assumptions that affect the
amounts reported in these financial statements and accompanying results. Actual
results could differ from these estimates. The Company performs ongoing credit
evaluations of its customers and regularly sells on open account with out
payment in advance. The Company assesses its credit risk and provides an
allowance for doubtful accounts for accounts, if any, which is deemed doubtful
for collection.

                                       45
<PAGE>
                                 THERMAIRE, INC.
                                DBA THERMAL CORP
                          NOTES TO FINANCIAL STATEMENTS

2.   PROPERTY AND EQUIPMENT:

Property and equipment consists of the following:
                 Machinery and equipment ........................     $ 276,197
                 Fixtures and office equipment ..................        11,451
                 Leasehold improvements .........................         9,332
                 Other ..........................................           500
                                                                      ---------
                                                                        297,480
                        Less accumulated depreciation ...........      (161,741)
                                                                      $ 135,739

3.   NOTE PAYABLE SHORT TERM - AFFILIATE:

         The Company is provided working capital by an affiliated company
through financing of sales invoices. Under the terms of the agreement, the
Company receives 98% of the face amount of selected invoices, of which 85% of
the face value of the invoice is received upon acceptance and the remaining 13%
upon ultimate collection of the invoice. The advances are collateralized by all
accounts receivable, inventory and property and equipment of the Company. As of
December 31, 1996, $79,086 is owing under this arrangement.

         The Company has received additional advances from the same affiliate.
These advances, totaling $30,000 at December 31, 1996, are unsecured, bear no
interest rate and contain no terms of repayment.

4.   SERVICES PROVIDED BY AFFILIATE:

         During 1996, the Company received management services, at no cost, from
a affiliated company with an estimated value of $93,000.

5.   ACCOUNTS PAYABLE SHAREHOLDERS:

         Included in payable to shareholders is $59,500 of rent accrued between
August 1, 1995 and December 31, 1996. Subsequent to year end, this amount due
was forgiven by the shareholders in connection with the acquisition of the land
and buildings by the Company (see note 7).

                                       46
<PAGE>
                                 THERMAIRE, INC.
                                DBA THERMAL CORP
                          NOTES TO FINANCIAL STATEMENTS

6.   MAJOR CUSTOMER:

         During 1996, approximately 30% of the Company's sales were made to
another corporation located in the Houston market. The stock of this corporation
is owned by individuals who are relatives of the shareholders of the Company.
These sales were made at gross margins approximating those to other large
customers. As of December 31, 1996, approximately $153,000 of open invoices are
due from this corporation and all are considered current and collectible by
management.

7.   SUBSEQUENT EVENT:

         On August 15, 1995, the Company became a party to a Stock Acquisition
Agreement for the contingent sale of all of its issued and outstanding stock.
Shares of stock of the acquiring corporation were placed in escrow and the
acquiring corporation became responsible for management of the business. In
February 1997, the transaction was completed and the Company is now owned 100%
by the acquiring corporation. In connection therewith, the Company entered into
a loan agreement to purchase the facilities from the prior owners. The purchase
price of the property was $500,000, payable $50,000 at closing and 59 monthly
installments of four thousand five hundred thirty two and 13/100 dollars
($4,532.13) including interest at 8.88% per annum with a 60th payment due for
any remaining balances. The acquiring corporation advanced funds for the down
payment and closing costs. The loan is secured by the assets acquired, along
with0 the guarantee of the acquiring corporation.

                                       47