<PAGE>

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-K

(Mark One)
[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
      ACT OF 1934 (NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996).

For the fiscal year ended April 30, 1997
                                      OR
[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES 
      EXCHANGE ACT OF 1934 (NO FEE REQUIRED).

For the transition period from __________ to __________

                        Commission file number 1-12856

SYNERGISTIC HOLDINGS CORP.
------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)

Delaware                                               42-1358036
-------------------------------            -----------------------------------
(State or Other Jurisdiction of            (I.R.S. Employer Identification No.)
Incorporation or Organization)

50 Laser Court, Hauppauge, New York            11788
----------------------------------------     ----------
(Address of principal executive offices)     (Zip Code)

Registrant's telephone number, including area code (516) 436-5000
                                                   ---------------


Securities registered under Section 12 (b) of the Exchange Act:

   Title of Each Class              Name of Each Exchange on Which Registered
   -------------------              -----------------------------------------
Common Stock, par value $.01                      OTC Bulletin Board


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


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

                               (Title of Class)

-------------------------------------------------------------------------------
                               (Title of Class)


-------------------------------------------------------------------------------
                               (Title of Class)


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                               (Title of Class)


      Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filling requirements for the past 90 days. Yes        No   X
                                                    -----     -----

      Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any 
amendment to this Form 10-K.  [  ]



<PAGE>




      The aggregate market value of the Common Stock held by non-affiliates as
of November 19, 1997, (based upon the average of the closing bid and asked
prices of the Common Stock as quoted on the OTC Bulletin Board) was
approximately $568,534. For purposes of this computation the shares of Common
Stock held by directors, executive shareholders owning more than 5% of the
Company's outstanding Common Stock were deemed to be stock held by affiliates.
As of November 19, 1997, there were 3,032,180 shares of Common Stock
outstanding held by non-affiliates.

      As of November 19, 1997, 9,187,260 shares of the Registrants Common
Stock were outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

                                     NONE





<PAGE>



                                    PART I

Item 1.  Business

      All statements contained herein that are not historical facts including,
but not limited to, statements regarding the future development plans of
Synergistic Holdings Corp. (the "Company") and the Company's ability to
generate cash from its operations, are based upon current expectations. These
statements are forward looking in nature and involve a number of risks and
uncertainties. Actual results may differ materially. Among the factors that
could cause actual results to differ materially from the anticipated results
or other expectations expressed in the Company's forward looking statements
are the following: competition in the automobile asset management business,
the inability of the Company to obtain additional financing and general
business and economic conditions.

      Recent Development of Business

      Synergistic Holdings Corp. was incorporated under the laws of the State
of Delaware on February 2, 1994. Prior to the Company's acquisition with Salex
Holding Corporation ("Salex"), the Company was primarily engaged in securities
trading, securities brokerage, investment banking, and related financial
activities. Salex, a Delaware corporation, founded in 1974, provides
automobile asset management services and manages on a nationwide basis, the
maintenance and repair of fleets of automobiles and trucks owned, leased and
operated by corporate customers. In August of 1995, the Company purchased from
Salex 1,580,000 shares of Salex common stock (the "Salex Common Stock") (which
represented a 20% common equity interest) for a purchase price of $1,500,000.
In January of 1996, the Company purchased an additional 363,400 shares of
Salex Common Stock (representing a 4.6% common equity) directly from one of
the principal shareholders of Salex, Salvatore Crimi, for a purchase price of
$500,000. Subsequently, on September 18, 1996 (the "Closing"), the Company's
wholly-owned subsidiary, Salex Industries, Inc., a Delaware corporation
("Subsidiary"), consummated a merger contemplated by a Merger Agreement, dated
June 27, 1996, as amended and restated on September 18, 1996 (the "Merger
Agreement"), by and among the Company, Subsidiary, Salex, Salex Fleet
Specialist Corp., a New York corporation, Salex Fleet Management Corp., a New
York corporation, Salex National Account Corp., a New York corporation, Salex
Salvage Disposal Corp., a New York corporation, Salex Financial Services
Corp., a New York corporation (collectively, the "Salex Subsidiaries"), the
Salvatore Crimi Family Limited Partnership, Pershing Sun, Michael Sun,
Jennifer Sun, Susan Tauss-Giovinco, Francis Fitzpatrick and Harrison
Fitzpatrick (collectively, the "Salex Shareholders") and T. Marshall Swartwood
and Thomas M. Swartwood. Pursuant to the Merger Agreement, the Subsidiary was
merged with and into Salex and (i) all shares of Salex Common Stock held by
the Company were cancelled and extinguished and (ii) all 4,503,000 issued and
outstanding shares of Salex Common Stock owned by the Salex Shareholders were
converted into (a) 4,003,165 shares of Common Stock, par value $.001, of the
Company (the "Common Stock") and (b) 1,000 shares of Series B Preferred Stock.
Upon the filing by the Company of a Certificate of Amendment to its
Certificate of Incorporation increasing the authorized capital stock of the
Company, each share of Series B Preferred Stock shall be converted into
2,059.106 shares of Common Stock. At the time of the Closing, the shares of
Common Stock delivered, together with the shares of Common Stock into which
the shares of Series B Preferred Stock are convertible, represented, in the
aggregate, 51% of the fully-diluted, issued and outstanding shares of the
Common Stock. This merger enabled the Salex Shareholders to acquire control of
the Company from T. Marshall Swartwood and Thomas M. Swartwood.

      Immediately after the Closing, the Company divested itself of
substantially all its assets other than its investment in Salex. As a result,
the Company's primary business now is automobile asset management. The current
management of the Company and its board of directors have elected to
concentrate on expansion in the automobile asset management industry. Salex
had achieved significant goodwill in this sector and it is managements wish to
leverage the core competency of Salex and adopt it as the primary mission of
this company. It is the Company's intention, subject to Shareholders approval,
to change the name of "Synergistic Holdings Corp." to "Salex Holding
Corporation."

      During May 1997, the Company authorized the issuance and sale of 25,000
shares of its convertible 



<PAGE>



Preferred Stock, Series C to Meadow Management, LLP at a purchase price of 
$25,000. Because the Company does not have sufficient authorized Common Stock to
issue upon conversion of the Preferred Stock, Series C the Company, 
subject to shareholder approval intends to amend its Certificate of 
Incorporation to increase its authorized Common Stock at the annual 
shareholders meeting scheduled to occur on December 29, 1997. In the event the 
shareholders do not approve to amendment to the Certificate of Incorporation by 
December 31, 1997, the Company has agreed to pay the holders of the Preferred 
Stock, Series C $1,000,000.

      Description of the Company

      Corporate Fleet Program

      The Company is in the business of automobile asset management and
through such business manages, on a nationwide basis, the maintenance and
repair of fleets of automobiles and small trucks which are owned and operated
by corporate customers (the "Corporate Fleet Program"). If a vehicle of one of
the Company's corporate customers needs repair, the Company directs the
customers to the most conveniently located service center that is part of its
nationwide servicing network (the "Service Network"). All of the service
centers that are part of the Service Network are independently owned or
affiliated with a national chain of repair centers, have been pre-screened and
pre-approved by the Company and are reviewed by the Company from time to time.
Before any work is commenced by the service center on a vehicle referred to it
by the Company, the service center must contact the Company's certified
mechanics and other auto specialists, who are located at its Hauppauge
offices, to discuss all the proposed necessary repairs and the proposed cost
thereof. The Company's specialists negotiate with the service centers to
ensure that the customer is not overcharged or subjected to unnecessary
repairs. The Company monitors the repairs, if needed, to assure on time
completion of the work, expedites the delivery of needed parts when necessary
and, in certain locations, provides the customer with access to a discount
rental car until the repairs are completed. Participation in the Corporate
Fleet Program provides the corporate customers with quality and price control
over all work performed and provides the service centers with reliable levels
of volume. In exchange for its services, the Company receives a monthly
management fee, per-occurrence or monthly management fee based on the number
of vehicles in the fleet, from the corporate customer based on the number of
vehicles registered in the program and a fee from the Service Network ranging
from 7 1/2 % to 15% of the cost of repair and maintenance (including both
parts and labor) depending upon the type of service rendered.

      The Service Network

      The Company services all of its customers through its nationwide network
of pre-screened, pre-approved maintenance and repair centers. Over 30,000
independently owned service centers are affiliated with the Service Network.
The service centers are located in all 50 states, Canada and Puerto Rico. The
Service Network includes service centers associated with national chains of
auto repair centers, such as The Goodyear Tire and Rubber Company and Jiffy
Lube, as well as smaller local centers. The Company retains complete control
over which repair centers are affiliated with the Service Network. Generally,
the Company's written affiliation agreements with the service centers are
terminable at will with short notice requirements, and thus any service center
that fails to perform to the Company's standards will be terminated. The
Company has developed and maintains proprietary software and
telecommunications at its corporate headquarters in Hauppauge, New York. The
database allows the Company to (i) keep track of the labor rates, areas of
specialty and hours of operation of each service center which helps the
Company direct customers to appropriate service centers and (ii) communicate
with the service centers, enabling the Company to oversee and monitor the
maintenance and repair work performed by the centers. For the period ended
April 30, 1997, net revenues from the Company's operation of its Corporate
Fleet Program were $22,193,113.

      Guaranties

      Most of the repair and maintenance services provided to the corporate
fleets are guaranteed against defects in parts and workmanship for certain
periods of time and/or for a certain number of miles. As part of their
affiliation

                                      -2-


<PAGE>



agreements with the Company, the individual service centers are required to
make such a guaranty to the Company. The Company, in turn, grants an identical
guaranty to its corporate customers. If a vehicle has been improperly
repaired, the customer contacts the Company and the Company arranges to have
the appropriate repairs done at no additional cost to the customer either
through the service center that originally performed the work, or through a
service center responsible for the costs of rectifying any improper or faulty
repairs. The Company coordinates the reimbursement of costs between service
centers. In rare cases, an improper repair is not covered by the Service
Network's guaranty and the Company must pay for the repairs to the vehicle
from its own funds. Historically, claims which are not covered by a Service
Network member have been insignificant. If the vehicle is under a
manufacturer's warranty, the Company arranges for the repairs to be done by an
authorized dealer. The Company receives no fee and incurs no costs for work
performed by the Service Network that is covered by a manufacturer's warranty.

      Other Services Provided by the Company

      In addition to the services provided under the Corporate Fleet Program,
the Company also provides its customers with other services relating to
automobile repair, repossession and disposal.

      Computerized Auction System and the Collateral Disposal Services

      The Company maintains a proprietary computer network of buyers
nationwide who submit bids on vehicles which according to the Company's
vehicle condition reports, are considered demolished or clients do not wish to
repair. The Company receives a fee from the corporate fleet or financial
institution customer who wishes to dispose of the demolished vehicle, in
addition to a fee from the buyer upon its purchase of the demolished vehicle.
The Company believes that these fees are generally lower than traditional
auction and disposal service fees. The Company has focused on selling its
customers' salvaged and demolished vehicles. In addition, the Company has
begun to use its disposal services to sell non-salvage vehicles to auto
wholesalers and retailers.

      The Collateral Disposal Service is a vehicle disposal service that the
Company provides to loan servicing companies and lenders that assists these
entities in the repossession, storage and auctioning off of repossessed
automobiles. The Company provides the proper control, documentation and
conversion of vehicle collateral into cash. Under the program, loan servicing
companies and lenders receive significant discounts on storage, access to the
Computerized Auction System and access to the Company's nationwide vehicle
transport system. These services enable loan servicing companies and lenders
to convert repossessed vehicles more quickly into cash and receive a higher
price for each vehicle than they are presently able to receive in the
marketplace from traditional services and auction companies.

      Insurance Subrogation

      If one of the Company's customers has a vehicle that has been in an
accident, the Company offers to the customer its expertise and experience in
the area of insurance subrogation (i.e. making a determination of fault and
the payment of damages and claims based upon that determination). Insurance
subrogation is a process that has numerous regulations and reporting
requirements that vary from state to state. Corporate fleet operators and
financial institutions rarely have the expertise or desire to perform this
function. The Company has the ability to perform these services and it earns a
percentage of the amount collected from third parties or their insurance
companies. The Company generally retains a percentage of amounts collected,
plus expenses, as a fee for its subrogation services.

      Retail Customer Autocare Plan

      Through its retail customer autocare plan the Company extends its
current services to individual automobile owners. The services provided to the
customer and the economic benefits to the Company are essentially the same as
those that are provided to its corporate customers under the Corporate Fleet
Program. In addition to the fees

                                      -3-


<PAGE>



that the Company receives from the service centers, the Company also charges
its retail customers an annual membership fee to enter the network, depending
upon the service option level that the customer chooses.

      Unlike roadside service clubs which only arrange for towing service in
the event of a breakdown or collision, the Company actually monitors and
negotiates all repairs with the repair centers in the Service Network. The
Company believes that its retail customers are able to receive collision,
maintenance and repair services anywhere in the country for less than they
would pay if they were not members of the Company's Program.

      Extended Service Contracts

      In April 1996, the Company entered into an agreement with Virginia
Surety, an insurance company specializing in the issuance of extended
mechanical service contract agreements for automobiles and light trucks
nationwide. Under the Agreement, the Company offers to corporate customers,
financial institutions and retail customers service contracts covering
mechanical repairs for the covered vehicle for twelve to twenty-four months.
In addition to the up-front fees earned on the sale of the contracts, the
Company generates revenues from the management of related repairs coordinated
through the Service Network.

      Mechanic's Lien Collection Services

      The Company has recently begun to analyze the potential for providing
collection services for the 30,000 members of its Service Network. Under such
a program, the Company would be reimbursed for all fees and expenses and would
receive a percentage of proceeds collected from vehicle owners or lenders
relating to nonpayment of repair bills by non-member customers. The program
would assist repair shops, who oftentimes are not equipped to efficiently
collect such sums in collecting their bad debts. The Company believes that
these services may be provided in conjunction with strategic financial or
operational partners and is currently involved in negotiations with potential
partners.

      Corporate Customer Base

      The Company's customers include corporations that have automobile
fleets, insurance companies, financial institutions and individuals that want
to take advantage of fleet pricing for automotive repair and vehicle disposal.
The typical customer for our product is a company, which provides automobiles
and or trucks to employees in the ordinary course of business. For the fiscal
year ended April 30, 1997, no single customer accounted for more than 10% of
the Company's revenues.

      Competition

      The Company believes the principal competitive factors in its corporate
fleet business are prices and service. Key factors that have resulted in the
present competitive position in this industry are use of technology and
bundling of services. This is especially present for those companies that use
the funding of leases and whose primary function is to sell money to finance a
corporate fleet. Collision and mechanical maintenance is more a sideline for
these lenders and not the primary product. Companies such as PH&H Corp. and GE
Capital bundle the cost of these services into the lending rate.

      Management Information Systems

      The Salex Response System is software developed by the Company which
offers a full range of on-line interactive functions for the analysis of
trends; comparison to industry of fleet standards; and identification of
opportunities for future improvement. It presents various modifiable systems,
which can be tailored to meet the exact current and future requirements of the
individual fleet. Salex Response is available and operational on Windows 3.X,
95 and NT.


                                      -4-


<PAGE>



      Main Fleet Management Menu - The Main Fleet Management menu allows the
fleet administrator to design and print standard and customized reports and to
display interactive graphics.

      Vehicle Operations Menu - The Vehicle Operations Menu tracks, in detail,
the vehicle from order status through delivery for new acquisition and
provides a comprehensive fleet cycling and disposal capability. In addition,
it monitors all of the operational aspects of fleet management, including
analysis of operating, fixed and maintenance costs.

      Driver Administration Menu - The Driver Administration Menu provides the
Company control over vehicle assignment and usage by individual drivers. It
tracks historical assignment of drivers to vehicles by date and mileage, and
vehicle assignment by driver. Personal mileage and Fair Market Value can be
detailed for personal tax liabilities.

      Safety Administration Menu - The Safety Administration Menu audits any
accidents that the vehicle or driver may have been involved in, and the
resulting salvage or subrogation that may be realized. It also monitors any
formal training programs that the driver is enrolled in or has completed; and
a history of parking violations and DMV reporting.

      Accident Menu - The Accident Menu details every accident that involves a
company vehicle. It describes not only which vehicle was involved in the
accident, but also who was driving at the time. It details the third party
vehicle(s), who was at fault, what citations were issued, any injuries that
were sustained and their extent, and all witnesses. Finally, it monitors the
process of subrogation or salvage and the cost of recovery process. Through
exception reporting and live interactive graphics, the system will allow our
customers to bench mark and project trends, and to provide senior management
with unlimited specialized analysis.

      Marketing and Advertising

      Sales of the Company's vehicle management services are made by the
Company's sales staff, which consists of six full-time salespeople and
Salvatore Crimi, the Company's Chief Executive Officer and founder. Marketing
is presently conducted through direct solicitation, which enables the Company
to deal directly with, and be readily accessible to its major customers. New
marketing and advertising strategies and the addition of new personnel will be
necessary to accommodate the Company's anticipated expansion plans. The
Company also markets its services through labor organizations, credit card
companies, insurance companies, universities, credit unions and other
associations.

      Federal Regulation

      The Federal Trade Commission, under the Magnuson-Moss Warranty Act, and
various state and local laws regulate the requirements and mechanics of
consumer product warranties. Since the Company provides products and services
to consumers and guarantees work performed by the service centers, it is
subject to these regulations in addition to other laws regarding consumer
products. The Company believes that it is in compliance with all such laws and
regulations.

      The promulgation of any additional laws or regulations regarding
warranties or consumer products could have an adverse effect on the Company's
business. There can be no assurance that the Company will have the ability to
comply with any such laws or regulations. The failure to comply with such
statutes and regulations could have a material adverse effect upon the
Company.

      Employees

      As of November 15, 1997, the Company employed 61 full and part-time
employees. Of the 61 employees,

                                      -5-


<PAGE>



6 are classified as executives, 12 as sales and administrative personnel, 34
as customer service personnel and 9 as clerical personnel. None of the
Company's employees are represented by collective bargaining agreements. The
Company believes that its relations with its employees are good and has not
experienced any interruption of its operations due to labor disagreements.

Item 2.  Properties

      The Company's executive office comprised of approximately 12,000 square
feet is located at 50 Laser Court, Hauppauge, New York 11788 and is owned by
the Company.

Item 3.  Legal Proceedings

      There are no material legal proceedings now pending or threatened
against the Company.

Item 4.  Submission of Matters to a Vote of Security Holders

      There were no matters submitted to the shareholders of the Company
during the fourth quarter of the fiscal year ended April 30, 1997.

                                    PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

      There does not exist any established trading market for the Company's
common stock. The Company's Common Stock is presently being quoted on the OTC
Bulletin Board. On April 16, 1997, the Company's Common Stock, which was
trading on the NASDAQ Small-Cap Market, under the trading symbol "SYNH" was
delisted. On January 17, 1997, the Company's Common Stock, which was trading
on the Boston Stock Exchange under the trading symbol "SNH" was delisted. No
dividends were paid during fiscal year ended April 30, 1997.


                                      -6-


<PAGE>



The following table sets forth the high and low closing sale price for the
Common Stock (based on transaction data as reported by the NASDAQ Small Cap
Market) for the fiscal year ended April 30, 1997:

                                                      Stock Price(s)
                                                      --------------
                                                    High             Low
                                                    ----             ---
YEAR ENDED April 30, 1997:
--------------------------

07/31/96          First Quarter:
                  Common Stock                    3.625               2.50
10/31/96          Second Quarter:
                  Common Stock                    4.125               2.75
01/31/97          Third Quarter:
                  Common Stock                    1.875               1.00
04/30/97          Fourth Quarter:(1)
                  Common Stock                    0.625               0.375

YEAR ENDED April 30, 1996:
--------------------------

07/31/95          First Quarter:
                  Common Stock                    2.375                .50
10/31/95          Second Quarter:
                  Common Stock                    2.50                1.875
01/31/96          Third Quarter:
                  Common Stock                    2.375               1.875
04/30/96          Fourth Quarter:
                  Common Stock                    3.375               2.75

--------
(1) On April 16, 1997, the Company's Common Stock was delisted by the NASDAQ
Small Cap Market. From April 16, 1997, through April 30, 1997, the Company's
Common Stock was quoted on the OTC Bulletin Board. During such period the
average closing bid and ask prices were .241 and .463 respectively.

      On June 2, 1997, the Company sold 25,000 shares of Preferred Stock,
Series C (the "Preferred Stock") to Meadows Management, LLC at a purchase
price of $25,000. Each share of the Preferred Stock is convertible at any time
into 100 shares of Common Stock at a conversion price of $0.10 per share. The
sale and issuance of the Preferred Stock was exempt from registration by
virtue of Section 4(2) of the Securities Act of 1933.

                                       -7-


<PAGE>



Item 6.  Selected Financial Data
      (In thousands, except per share amounts)
<TABLE>
<CAPTION>

                                                                                  YEAR ENDED APRIL 30,
                                                                1997         1996         1995         1994        1993
STATEMENT OF OPERATIONS DATA:

<S>                                                           <C>          <C>          <C>          <C>         <C>   
Net Sales                                                     22,959       25,482       33,884       29,235      24,189
Cost of sales                                                 18,643       21,174       28,392       24,298      19,973
                                                       -----------------------------------------------------------------
Gross profit                                                   4,316        4,308        5,492        4,937       4,216
                                                       -----------------------------------------------------------------

Selling, general & administrative expenses                     5,022        6,188        5,123        4,454       3,718

Operating income (loss)                                         (706)      (1,880)         369          483         498

Interest expense - net                                           380          460          432          282         216

Net income (loss)                                             (1,087)      (2,399)         (94)         120         155

Accretion of preferred stock                                  (1,062)           -            -            -           -
                                                       -----------------------------------------------------------------

Net loss attributable to Common Stockholders                  (2,149)      (2,399)         (94)         120         155
                                                       =================================================================

Net income (loss) per common share                             (0.19)       (0.21)       (0.01)       (0.01)      (0.01)
                                                       =================================================================


                                                                                        April 30,
                                                                1997         1996         1995         1994        1993

BALANCE SHEET DATA:

Accounts receivable                                            3,452        3,219        3,288        4,881       3,343

Total assets                                                   6,847        7,821        8,208        9,601       4,796

Long-term debt                                                   781        1,054        1,278        1,329       4,972

Stockholders' equity (deficit)                                (1,528)         821        1,201        1,359        (176)

</TABLE>


                                      -8-


<PAGE>



Item 7.  Management's Discussion and Analysis or Plan of Operation

      All statements contained herein (other than historical facts) including,
but not limited to, statements regarding the Company's future development
plans, the Company's ability to generate cash from its operations and any
losses related thereto, are based upon current expectations. These statements
are forward looking in nature and involve a number of risks and uncertainties.
Actual results may differ materially from the anticipated results or other
expectations expressed in the Company's forward looking statements. Generally,
the words "anticipate," "believe," "estimate," "expects," and similar
expressions as they relate to the Company and/or its management, are intended
to identify forward looking statements. Among the factors that could cause
actual results to differ materially are the following: the inability of the
Company to obtain additional financing to meet its capital needs; competition
in the automotive maintenance industry; and general business and economic
conditions.

      Pursuant to the merger agreement dated September 19, 1996, the Company
was merged with and into Salex whereby all of the shares of common stock of
Salex held by the Company were cancelled and all of the 4,503,000 shares of
common stock owned by the Salex Stockholders were converted into (a) 4,003,165
shares of common stock, par value $.01 per share and (b) 1,000 shares of
Series B Convertible Preferred Stock.

      Immediately after the closing, the Company pursuant to a Stock and Asset
Purchase Agreement with Dickinson Holding Corporation ("Dickinson"), a
Delaware corporation, sold (the "Divestiture") all of the outstanding shares
of its subsidiary, Dickinson & Co., Inc, ("DCI"), a registered broker/dealer
and its investment in Electronic Designs, Inc. ("EDI"). As consideration for
the stock and assets that were transferred in connection with the divestiture,
Dickinson transferred to the Company 750,000 shares of its Common Stock and a
$500,000 promissory note secured by 250,000 shares of its Common Stock
pursuant to a Pledge Agreement between Dickinson and the Company.

      Because the Company's only asset after the Divestiture was its
investment in Salex, the company was considered to be an in substance "shell"
at the Closing of the Merger. The SEC believes that shells are not businesses
and therefore, cannot initiate business combinations. For accounting purposes
the SEC views the transaction as an equity transaction by the private
operating company ("Salex") rather than as an acquisition of Salex by the
Company. The SEC requires that the net assets of the public shell be recorded
at carryover basis in which no goodwill arises on the transaction.
Accordingly, the merger transaction has been accounted for as recapitalization
of Salex (stock split, distribution of preferred stock, and treasury stock
purchase) followed by an issuance of common stock by Salex in exchange for
treasury stock and Synergistic's note receivable from Dickinson. The note
receivable, which is collateralized by Common Stock, has been recorded as a
reduction of additional paid-in capital.

      All financial information, as presented, reflects that of Salex and does
not reflect that of Synergistic prior to the merger.

      Results of Operations -- Year Ended April 30, 1997 vs. Year Ended April
30, 1996

      Net sales decreased by 2.52 million or 9.81% to 22.96 million for the
fiscal year ended April 30, 1997, as compared to $25.48 million for fiscal
year ended April 30, 1996. This decrease resulted from the loss of several
major corporate accounts.

      The Company's gross margin of 18.8% was 1.9 percentage points higher
than the previous year level of 16.9%. The increase resulted from the loss of
one of its corporate fleet customers that yielded a significantly lower gross
margin than standard.

      General and administrative expenses for the fiscal year ended April 30,
1997, of $5.022 million was $1.16 million less than the previous year. This
18.7% decrease was attributable to significant expenditures incurred for
implementing the Company's plan for the development of service and products to
be provided to insurance

                                      -9-


<PAGE>



companies, financial institutions and retail consumers. In the future, the
Company intends to restructure its operations and management in order to
minimize its expenditures and increase productivity.

      Interest expense of $379,656 for year ended April 30, 1997, was $80,444 
lower than the previous year. This 17.4% decrease was partially attributable to
a decrease in the interest rate charged on the Company's revolving credit with a
finance company, in addition to the interest charged on the Company's loan to an
officer.

      Net Loss, Liquidity and Capital Resources

      Net cash flows used in operating activities were $57,194 for the year
ended April 30, 1997, as compared to $117,674 provided by operations for the
comparable prior period. This change of $174,868 resulted primarily from
changes in accounts receivable, refund on taxes, accrued expense and
compensation expense in the prior year relating to the sale of Common Stock.

      Net cash flows used in investing activities were $105,347 for the Year
Ended April 30, 1997, as compared to $290,086 that was used in investing
activities for the comparable prior period. This difference of $184,739 was
attributable to the reduction in loans receivable due from an officer.

      Net cash flows provided by financing activities were $213,955 as
compared to $21,630 that were provided by financing activities for the
comparable prior year. This was primarily the result of the acquisition and
constructive retirement of common stock and was partially offset by the
issuance of preferred stock.

      The Company has suffered a loss for the fiscal year ended April 30,
1997, and has negative working capital. The Company has limited availability
under its existing credit facility and the Company will need additional
capital to have sufficient liquidity and to meet its working capital needs for
the foreseeable future. It is the Company's intention to refinance its mortgage
liability on a short term basis. The Company expects to enter into a sale and
leaseback arrangement with respect to the property in the near future.

      Results of Operations -- Year Ended April 30, 1996 vs. Year Ended April
30, 1995

      Net sales for 1996 of $25.48 million decreased by $8.4 million in the
comparable prior year. This decrease of 24.8% is the result of losing three of
its major corporate fleet customers.

      The Company's gross margin of 16.9% was relatively the same as it was in
the prior year where it was 16.2%.

      Selling, general and administrative expense of $6.19 million for Year
Ended 1996, was $1.06 million higher than the comparable prior period. This is
attributable to the Company's plan for the development of service and products
to be provided to insurance companies, financial institutions and retail
consumers.

      Interest expense of $460,100 for the Year Ended 1996 was $28,256 higher
than the prior year. This 6% increase was attributable to interest paid for
the mortgage on the Company's building, more interest incurred on officers
loan, which was partially offset by reduced interest charged on our revolving
line of credit.

      Liquidity and Capital Resources

      Net cash flows provided by operations was $117,674 for the year ended
April 30, 1996, as compared to $720,999 provided by operations for the
comparable prior year. This decrease was attributable primarily to changes in
accounts receivable and accounts payable.

      Net cash flows used in investing activities was $290,086 for year ended
April 30, 1996, as compared to $141,332 for the comparable prior year. This was
primarily the result of an increase due to a loan to an officer.

      Net cash flows provided by financing activities was $21,630 for year
ended April 30,1996, as compared to

                                                      -10-


<PAGE>



$396,880 that was used in financing activities for the comparable prior year.
This was primarily attributable to the issuance of Common Stock offset by
decreases in the bank overdraft.

      Impact of Inflation and Changing Prices

      Although the Company cannot accurately predict the precise effect of
inflation on its operation, it does not believe inflation has had a material
effect on sales or results of operations.

Item 7A.  Quantitative and Qualitative Disclosures about Market Research

      Not Applicable.

Item 8.  Financial Statements and Supplementary Data

      Financial statements are included herein beginning with page F-1.

Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

      Not Applicable.

                                     -11-


<PAGE>



                                   PART III

Item 10.  Directors and Executive Officers of the Company

      The following table sets forth certain information concerning each
nominee for the office of Director, each Director and each executive officers
of the Company:
<TABLE>
<CAPTION>
<S>                         <C>        <C>                  
Name                        Age        Position
----                        ---        --------                                   
Salvatore Crimi             72         Chief Executive Officer and Chairman of the Board of
                                        Directors

Angelo Crimi                45         Vice Chairman, Secretary, Vice President Sales and Vice
                                        Chairman of the Board of Directors

Pershing Sun                54         Senior Vice President, Chief Information Officer and
                                        Director

Franklin Pinter             47         Director

Francis Fitzpatrick         56         Director

Syd Mandelbaum              47         Nominee for Director

Andrew Lunetta              47         Nominee for Director
</TABLE>

      Salvatore Crimi has served as the Chairman of the Board of Directors and
Chief Executive Officer of the Company since September 18, 1996. From 1974 to
1996 Mr. Crimi served as Chairman of the Board and Chief Executive Officer of
Salex Holding Corporation. He is the father of Angelo Crimi, the Vice Chairman
of the Board of Directors, Vice President of Sales and Secretary of the
Company.

      Angelo Crimi has served as the Vice Chairman of the Board of Directors,
Vice President of Sales, and Secretary of the Company since September 18,
1996. From 1995 to 1996 Mr. Crimi served as President of Salex Holding
Corporation. He is the son of Salvatore Crimi, the Chief Executive Officer,
Chairman of the Board of Directors and President of the Company.

      Pershing Sun has served as a Director of the Company and Senior Vice
President and Chief Information Officer of the Company since September 18,
1996. From 1991 to 1996 Mr. Sun served as Chief Information Officer of Salex
Holding Corporation.

      Franklin T. Pinter has served as a Director since January 7, 1997. From
1984 to the present Mr. Pinter has served as an investment and estate planner
with the firm of Arnone, Lowth, Fanning.

      Francis Fitzpatrick has served as a Director since September 18, 1996.
Mr. Fitzpatrick has served as a Vice President of Fitzpatrick Brothers
Corporation, an auto collision repair facility since 1982.

      Syd Mandelbaum has served as an account executive for Toshiba American
Medical Systems since 1997. From 1993 to 1997 Mr. Mandelbaum served as a laser
flow cytometry specialist with the Coulter Corporation. From 1990 to 1993 Mr.
Mandelbaum was a Vice President of Cell Measurement Systems for Imager
Insrumentation.

                                     -12-


<PAGE>



      Andrew Lunetta was retained as a Consultant to the Company in July 1997.
From 1995 to 1997, Mr. Lunetta served as Chief Financial Officer of Tostel
Corp., a publicly traded construction company. From 1982 to 1995 Mr.
Lunetta was the Vice President-Controller of Coyne Electrical Contractors, Inc.

      Guardian Angel Management, LTD, Meadows Management, LLC, Dr. Robert
Cohen, Dr. Alan Cohen and Jonathan Pratt were required to file Form 3 by June
12, 1997. Such forms were filed on June 26, 1997.



                                     -13-


<PAGE>



Item 11.  Executive Compensation

      The following table sets forth the cash and non-cash compensation
awarded to or earned by the Chief Executive Officer who served in that
position during fiscal year ended April 30, 1997, and the most highly
compensated executive officer of the Company earning at least $100,000 per
year.

                          SUMMARY COMPENSATION TABLE

                             Annual Compensation        Long-Term Compensation
                             -------------------        ----------------------


                                             Other                Awards
                                             Annual             Securities
                                            Compen-             Underlying
Name and Principal Position     Salary       sation            Options/SARs
---------------------------     ------       ------            ------------
                                 ($)          ($)                  (#)

Salvatore Crimi,               $ 95,866    $12,214(2)              79,610
Chairman of the Board and

Chief Executive Officer(1)


Jeffrey Dickson,               $103,365     $4,800(4)             300,000

President and Chief

Operating Officer(3)


-----------------------------
(1) Includes the compensation earned by Mr. Crimi prior to the merger of the
Company with Salex on September 18, 1996. 
(2) Includes $5,173 representing car and commuting allowance and $7,041 
representing the value of certain health insurance benefits provided by the 
Company. 
(3) Mr. Dickson is no longer an employee of the Company.

                                     -14-


<PAGE>



OPTION/SAR GRANTS IN LAST FISCAL YEAR

Set forth below is information on grants of stock options for the named
executive officers for the period May 1, 1996 to April 30, 1997.
<TABLE>
<CAPTION>

                     Number of    Percent Total
                    Securities     Options/SARs
                    Underlying      Granted To
                   Options/SARs    Employees In  Exercise or Base Price
Name                Granted (#)    Fiscal Year          ($/Sh)        Expiration Date    5%(s)        10%(S)
----                -----------    -----------          ------        ---------------    -----        ------
       (a)              (b)            (c)               (d)                (e)           (f)           (g)
<S>                   <C>              <C>              <C>              <C>   <C>       <C>           <C>  
Salvatore Crimi        79,610          7.0%             $2.125           11/21/02        $2.85         $3.76
                      500,000         44.0%             $1.50             4/30/97          --           --
Jeffrey Dickson       300,000         27.0%             $1.00             8/31/00        $1.22         $1.46

</TABLE>



Aggregated Options Exercised in Last Fiscal Year
and Fiscal Year-End Option Values*
<TABLE>
<CAPTION>

                                           Number of Securities           Value of Unexercised
                                          Underlying Unexercised             In-the-Money
                                         Options at Fiscal Year-End    Options at Fiscal Year-End
                                                    (#)                         ($)(1)
       Name                              Exercisable/Unexercisable      Exercisable/Unexercisable
       ----                              -------------------------      -------------------------
<S>                                      <C>             <C>            <C>             <C>                         
Salvatore Crimi                              31,844      47,766             -              -
 
Jeffrey Dickson                             300,000         -               -              -
</TABLE>

-----------------------------
(1) Calculated based on the average closing bid and ask prices as quoted the
OTC Bulletin Board for the last business day of the fiscal year ($0.34 per
share) less the exercise price payable for such shares.

Directors' Compensation

         Directors of the Company receive compensation for serving on the
Board of Directors or any of its committees. Upon adoption of the Stock Option
Plan each non-employee director will receive options, as a formula grant, to
purchase 5,000 shares of Common Stock at an exercise price equal to their
market value on the first trading day of each May.

      Employment Contracts and Termination of Employment and Change-In-Control
Arrangements

         In August 1995, the Salex Holding Corporation ("Salex") entered into
an employment agreement with Mr. Salvatore Crimi which provides for his
appointment as Chief Executive Officer for a term ending on August 4, 1998.
Mr. Crimi's agreement was assumed by the Company upon completion of the
acquisition of Salex. The term is automatically extended for additional
one-year periods unless either party gives written notice to the other of its
desire not to renew such term which notice must be given no later than ninety
(90) days prior to the end of each term on any such renewal. The agreement
provides that during each fiscal year of the Company until the expiration or
termination of the agreement, Mr. Crimi's annual base salary shall be greater
of (i) his base salary for the immediate prior year plus the product
obtainable by multiplying Mr. Crimi's base salary for the immediate prior year
by a percentage, if any, by which, the Consumer Price Index for all Urban
Consumers - New York - Northeast New Jersey Region (the "CPI") for the month of
December of the immediate prior year exceeds the CPI for the month of December
of the year prior to the immediate prior year, or (ii) an amount at the annual
rate as determined by the Board of Directors of the Company. To demonstrate
his commitment to the Company during

                                     -15-


<PAGE>



the fiscal year ended April 30, 1997, Mr. Crimi reduced his base salary
approximately 31.52% from $140,000 to $95,866. For the fiscal year ending
April 30, 1998, Mr. Crimi's base salary is $140,000.

         In the event that the Company terminates Mr. Crimi's employment,
other than for cause, or Mr. Crimi terminates his employment as a result of a
breach by the Company of the agreement, Mr. Crimi will be paid severance
compensation equal to his annual base salary (at the rate payable at the time
of such termination) and accrued benefits plus an amount equal to the lesser
of one year's full base salary (as in effect at the time of such termination)
and any other amounts owed to him under the agreement or the full base (as in
effect at the time of such termination) and any other amounts that would have
been payable to Mr. Crimi from the date of termination through the original
stated expiration date of the employment agreement. In the event that the
Company terminates Mr. Crimi's employment for cause or Mr. Crimi shall
terminate his employment for reasons other than a breach of the agreement by
the Company, the Company shall pay Mr. Crimi his full base salary and accrued
benefits through the date of termination at the rate in effect at the time
notice of termination is given. For a period of two years following
termination of Mr. Crimi's employment for any reason (other than a termination
by the Company without cause) Mr. Crimi cannot perform services for or have an
equity interest in (except for an interest of 2% of less in an entity which is
engaged in a competitive business and which is publicly traded) any
competitive business. In addition, the Agreement provides that for the two
year period following termination of Mr. Crimi's employment for any reason,
with or without cause, Mr. Crimi cannot, directly or indirectly (including
without limitation, as owner employee, agent consultant or independent
contractor) provide or solicit services of the type provided by the Company to
any of its existing customers or potential customers with which or with whom
the Company has negotiated within the twelve months preceding the date of
termination of Mr. Crimi's employment.

Item 12.  Security Ownership of Management and Certain Beneficial Owners(1)

         The following table sets forth certain information, as of August 26,
1997, regarding the beneficial ownership of the Company's Common Stock by: (i)
each shareholder known by the Company to be the beneficial owner of more than
five percent of the outstanding shares of the Company's Common Stock; (ii)
each Director of the Company and nominees for director; (iii) each Named
Executive Officer (as hereinafter defined) of the Company; and (iv) all
Directors, nominees and executive officers of the Company as a group.


                                     -16-


<PAGE>



<TABLE>
<CAPTION>

                                                             Amount and Nature of
Name and Address of Beneficial Owner                        Beneficial Owner(2)(3)          Percent of Class(2)(3)
------------------------------------                        ----------------------          ----------------------

<S>                                                             <C>                                  <C>  
Salvatore Crimi Family Limited Partnership............          1,631,696(4)                         16.75

Meadows Management, LLC...............................          1,250,000(5)(6)                      11.97
1500 Hempstead Turnpike
East Meadow, New York 11554

Dr. Robert Cohen......................................          1,250,000(5)(6)(7)                   11.97
1500 Hempstead Turnpike
East Meadow, New York 11554

Dr. Alan Cohen........................................          1,250,000(5)(6)(8)                   11.97
1500 Hempstead Turnpike
East Meadow, New York 11554

Guardian Angel Management, Ltd........................          1,250,000(5)(6)(9)                   11.97
147 Redpoll Circle
North Hills, New York 11577

Jonathan Pratt........................................          1,250,000(5)(6)(10)                  11.97
147 Redpoll Circle
North Hills, New York 11577

Pershing Sun..........................................          1,299,449(11)                        13.48

Salvatore Crimi.......................................          1,091,483(12)                        11.39

Franklin Pinter.......................................             75,000(13)                          *

Francis Fitzpatrick...................................             54,516(14)                          *

Angelo Crimi..........................................                 --                             --

Andrew Lunetta .......................................                 --                             --

Syd Mandelbaum........................................                 --                             --

All directors and executive officers as a group (5
persons)..............................................          2,520,448                            25.06
</TABLE>

----------------------------- 
*    Less than one percent (1%) 

(1)  These tables are based upon information supplied by Schedules 13D and 13G,
     if any, filed with the Securities and Exchange Commission (the "SEC").
     Unless otherwise indicated in the footnotes to the table and subject to the
     community property laws where applicable, each of the shareholders named in
     this table has sole voting and investment power with respect to the shares
     shown as beneficially owned by him. Applicable percentage of ownership is
     based on 9,187,250 shares of Common Stock, which were outstanding on
     November 19, 1997.

(2)  Beneficial ownership is determined in accordance with the rules of the SEC.
     In computing the number of shares beneficially owned by a person and the
     percentage of ownership of that person, shares of Common Stock subject to
     options or preferred stock held by that person that are currently
     exercisable or convertible within 60 days of November 19, 1997 are deemed
     outstanding. To the Company's knowledge, except as set forth in the
     footnotes to this table and subject to applicable community property laws,
     each person named in the table has sole voting and investment power with
     respect to the shares set forth opposite such person's name.

                                     -17-


<PAGE>



      

(3)     In calculating the percent of the outstanding shares of Common Stock,
        all shares issuable on exercise of stock options or conversion of
        preferred stock held by the particular beneficial owner that are
        included in the column to the left of this column are deemed to be
        outstanding.

(4)     Includes 553,900 shares which may be acquired upon the conversion of
        269 shares of Series B Preferred Stock.

(5)     Represents shares of Common Stock to be acquired upon the conversion
        of 12,500 shares of Series C Preferred Stock.

(6)     At the annual meeting of shareholders, Meadows Management, LLC 
        ("Meadows"), of which Dr. Robert Cohen and Dr. Alan Cohen are managing 
        members, and Guardian Angel Management, LTD ("Guardian Angel"), of which
        Jonathan Pratt is the sole shareholder, intend to vote together on all 
        matters presented as such meeting. In the aggregate this group 
        beneficially owns 2,500,000 shares.

(7)     This amount includes all of the shares beneficially owned by Meadows.
        Dr. Robert Cohen, a managing member of Meadows, has shared voting
        power and shared investment power. Dr. Robert Cohen disclaims
        beneficial ownership of such shares.

(8)     This amount includes all of the shares beneficially owned by Meadows.
        Dr. Alan Cohen, a managing member of Meadows, has shared voting power
        and shared investment power. Dr. Alan Cohen disclaims beneficial
        ownership of such shares.

(9)     The Company intends to challenge the validity of the transfer of 12,500
        shares of Series C Preferred Stock from Meadows to Guardian Angel of
        which Jonathan Pratt is the sole shareholder.

(10)    This amount includes all of the shares beneficially owned Guardian
        Angel. Jonathan Pratt disclaims beneficial ownership of such shares.

(11)    Includes 436,530 shares which may be acquired upon the conversion of
        212 shares of Series B Preferred Stock and 15,190 shares which may be
        acquired upon the exercise options which will be exercisable within 60
        days. Does not include 22,186 shares underlying options with are not
        exercisable within 60 days.

(12)    Includes 360,314 shares which may be acquired upon the conversion of
        175 shares of Series B Preferred Stock and 31,844 shares which may be
        acquired upon exercise of options which will be exercisable within 60
        days. Does not include 47,766 shares underlying option with are not
        exercisable within 60 days.

(13)    Includes warrants to purchase 25,000 shares of Common Stock.

(14)    Includes 956 shares which may be acquired upon the exercise of options
        which will be exercisable within 60 days. Does not include 1,435
        shares underlying options which are not exercisable within 60 days.

Item 13.  Certain Relationships and Related Transactions

      On September 19, 1996, the Company constructively retired 1,453,600
shares of Common Stock purchased by the Company from Mr. Crimi for a purchase
price of $2,000,000. As payment for this obligation, the Company and Mr. Crimi
agreed to offset the amount owed Mr. Crimi against certain loans made by the
Company to Mr. Crimi totaling $1,004,212. In addition, the Company assumed a
note payable by Mr. Crimi to a former shareholder of the Company in the amount
of $995,788.

      Andrew Lunetta, a nominee for election as a director, is currently
serving as a consultant to the Company.

                                     -18-


<PAGE>



Mr.Lunetta is paid $8,650 per month and his employment may be terminated by 
either party at any time.

Item 14.  Exhibits and Reports on Form 8-K

Exhibits

Exhibit  3.1     Registrant's Certificate of Incorporation, as amended to date
                 - incorporated by reference to Exhibit 3 (a) to the
                 Registrant's Registration Statement on Form SB-2, File No.
                 33-75162.

Exhibit  3.2     Certificate and Agreement and Plan of Merger -
                 incorporated by reference to Exhibit 3 (b) to Registrant's
                 Registration Statement on Form SB-2, File No. 33-75162.

Exhibit  3.3*    Registrant's Bylaws - 

Exhibit  4.1*    Specimen of Common Stock Certificate.
 

Exhibit  4.2*    Certificate of Designation of the Registrant's Series A
                 Preferred Stock.

Exhibit  4.3*    Certificate of Designation of the Registrant's Series B
                 Preferred Stock.

Exhibit  4.4     Certificate of Designation of the Registrant's Series C
                 Preferred Stock - incorporated by reference to Exhibit 4 to
                 the Registrant's 8-K filed on June 17, 1997.

Exhibit 10.1     Amended and Restated Merger Agreement, dated as of
                 September 19, 1996, by and among the Company, the Subsidiary,
                 Salex, the Salex Subsidiaries, the Salex Stockholders, Thomas
                 M. Swartwood and T. Marshall Swartwood. Incorporated by
                 reference to Exhibit 10.1 to the Registrant's report on Form
                 8-K filed on September 19, 1996.

Exhibit 10.2     List of Omitted Schedules/Exhibits to Merger Agreement.
                 Incorporated by reference to Exhibit 10.2 to the Registrant's
                 report on Form 8-K filed on September 19, 1996.

Exhibit 10.3     Promissory Note issued by the Company to Crimi for
                 $1,055,562.19 dated September 18, 1996. Incorporated by
                 reference to Exhibit 10.3 to the Registrant's report on Form
                 8-K filed on September 19, 1996.

Exhibit 10.4     Promissory Note issued by the Company to Crimi for
                 $944,437.81 dated September 18, 1996. Incorporated by
                 reference to Exhibit 10.4 to the Registrant's report on Form
                 8-K filed on September 19, 1996.

Exhibit 10.5     Amendment to Promissory Notes dated September 18, 1996.
                 Incorporated by reference to Exhibit 10.5 to the Registrant's
                 report on Form 8-K filed on September 19, 1996.

Exhibit 10.6     Stock and Asset Purchase Agreement between the Company and
                 Dickinson dated September 18, 1996. Incorporated by reference
                 to Exhibit 10.6 to the Registrant's report on Form 8-K filed
                 on September 19, 1996.

Exhibit 10.7     Indemnification Agreement between the Company and Dickinson
                 dated September 18, 1996. Incorporated by reference to
                 Exhibit 10.7 to the Registrant's report on Form 8-K filed on
                 September 19, 1996.
                                      -19-


<PAGE>





Exhibit 10.8     Tax Indemnity Agreement among the Company, Dickinson,
                 and Dickinson & Co., Inc. dated September 18, 1996.
                 Incorporated by reference to Exhibit 10.8 to the Registrant's
                 report on Form 8-K filed on September 19, 1996.

Exhibit 10.9     The Divestiture Promissory Note issued by Dickinson to
                 the Company dated September 18, 1996. Incorporated by
                 reference to Exhibit 10.9 to the Registrant's report on Form
                 8-K filed on September 19, 1996.

Exhibit 10.10    Stock Pledge and Security Agreement between the Company
                 and Dickinson dated September 18, 1996. Incorporated by
                 reference to Exhibit 10.10 to the Registrant's report on Form
                 8-K filed on September 19, 1996.

Exhibit 10.11    Stock Option Agreement between Crimi and the Company
                 dated September 18, 1996. Incorporated by reference to
                 Exhibit 10.11 to the Registrant's report on Form 8-K filed on
                 September 19, 1996.

Exhibit 10.12    Stock Option Agreement among Salex Stockholders and the
                 Company dated September 18, 1996. Incorporated by reference
                 to Exhibit 10.12 to the Registrant's report on Form 8-K filed
                 on September 19, 1996.

Exhibit 10.13    Form of Registration Rights Agreements among each of
                 the Salex Stockholders and the Company dated September 18,
                 1996. Incorporated by reference to Exhibit 10.13 to the
                 Registrant's report on Form 8-K filed on September 19, 1996.

Exhibit 10.14    Assumption by the Company of Salex's Mortgage dated
                 September 18, 1996. Incorporated by reference to Exhibit
                 10.14 to the Registrant's report on Form 8-K filed on
                 September 19, 1996.

Exhibit 10.15    Assumption of the Company of Salex's Employment
                 Agreement with Crimi. Incorporated by reference to Exhibit
                 10.15 to the Registrant's report on Form 8-K filed on
                 September 19, 1996.

Exhibit 10.16    Assumption of the Company of Salex's Employment
                 Agreement with Pershing Sun. Incorporated by reference to
                 Exhibit 10.16 to the Registrant's report on Form 8-K filed on
                 September 19, 1996.

Exhibit 10.17*   Form of Subscription Agreement dated as of June 2, 1997,
                 between Registrant and Meadows Management LLC.

Exhibit 10.18*   Form of Registration Rights Agreement between
                 Registrant and Meadows Management LLC dated as of June 2,
                 1997.

Exhibit 11       Statement re computation of per share earnings.

Exhibit 21       Subsidiary of the Registrant.

Exhibit 27       Financial data schedule.
-----------------------------
* Filed herewith.


(b) REPORTS ON FORM 8-K No reports on Form 8-K were filed during the fourth
    quarter of fiscal year ended April 30, 1997.

                                     -20-



<PAGE>

                          SYNERGISTIC HOLDINGS CORP.
                               AND SUBSIDIARIES
                                 AND AFFILIATE



                       CONSOLIDATED FINANCIAL STATEMENTS
                   Years Ended April 30, 1995, 1996 and 1997


<PAGE>



                            SYNERGISTIC HOLDINGS CORP.
                        AND SUBSIDIARIES AND AFFILIATE

                         INDEX TO FINANCIAL STATEMENTS




                                                                    Page #

       Independent auditor's report                                F -  1

       Consolidated balance sheets
                 April 30, 1997 and 1996                           F -  2

       Consolidated financial statements for the three years
            ended April 30, 1997
                 Statements of operations                          F -  3

                 Statements of stockholders' equity and            F -  4

                    capital deficit
                 Statement of cash flows                           F -  5

       Notes to consolidated financial statements                  F -  6-18







<PAGE>

                         INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of Synergistic Holdings Corp.

We have audited the accompanying combined consolidated balance sheets of
Synergistic Holdings Corp. as of April 30, 1996 and 1997, and the related
combined consolidated statements of operations, stockholders' deficit and cash
flows for each of the three years in the period ended April 30, 1997. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the combined consolidated 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 combined consolidated financial statements referred to
above present fairly, in all material respects, the financial position of
Synergistic Holdings Corp. as of April 30, 1996 and 1997, and the results of
their operations and their cash flows for each of the three years in the
period ended April 30, 1997, in conformity with generally accepted accounting
principles.





                                                  /S/ Feldman Loudin & Co., P.C.
                                                  ------------------------------
New York, New York                                Certified Public Accountants
June 19, 1997


<PAGE>
                          SYNERGISTIC HOLDINGS CORP.
                        AND SUBSIDIARIES AND AFFILIATE
                          CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
                                    ASSETS
                                                                                      April 30,
                                                                             --------------------------
                                                                                1997            1996
                                                                             -----------    -----------
<S>                                                                          <C>           <C>
CURRENT ASSETS:
     Cash                                                                    $   125,769    $    74,354
     Accounts receivable, net of allowance for
         doubtful accounts of $188,000 in 1997 and 1996                        3,451,589      3,218,909
     Prepaid expenses and other current assets                                    77,263         91,261
     Refundable income taxes                                                        --           58,239
     Deferred income taxes                                                          --             --

                                                                             -----------    -----------
         Total Current Assets                                                  3,654,621      3,442,763
                                                                             -----------    -----------

PROPERTY AND EQUIPMENT, net                                                    1,746,120      1,867,655
                                                                             -----------    -----------

OTHER NONCURRENT ASSETS:
     Loan Receivable from officer, net of current portion                           --        1,004,212
     Goodwill, net                                                             1,210,625      1,308,125
     Noncompetition and consulting agreement, net                                186,667        150,000
     Other assets                                                                 48,635         48,635

                                                                             -----------    -----------
                                                                               1,445,927      2,510,972
                                                                             -----------    -----------
                                                                             $ 6,846,668    $ 7,821,390
                                                                             ===========    ===========
            LIABILITIES AND STOCKHOLDERS' DEFICIT (CAPITAL DEFICIT)

CURRENT LIABILITIES:
     Bank overdraft                                                          $   471,236    $   445,440
     Note payable - finance company                                            1,283,699      1,456,443
     Accounts payable                                                          4,161,585      3,323,566
     Accrued expenses and other                                                  487,260        487,111
     Current portion of long-term debt                                         1,179,906        223,339

                                                                             -----------    -----------
         Total Current Liabilities                                             7,583,686      5,935,899
                                                                             -----------    -----------

LONG-TERM DEBT:
     Long-term debt                                                               71,000         47,730
     Mortgage payable                                                               --          912,203
     Capital leases obligations                                                   33,155         94,518
     Note payable                                                                676,948           --
                                                                             -----------    -----------
                                                                                 781,103      1,054,451
                                                                             -----------    -----------

DEFERRED INCOME TAXES                                                             10,000         10,000
                                                                             -----------    -----------
STOCKHOLDERS' (DEFICIT) EQUITY:
     Preferred stock-series A, $.01 par value - shares authorized 20,000,
         issued and outstanding 10,625
         (liquidation preference $100 per share)                                 737,387           --
     Preferred stock-series B, $.01 par value -
         shares authorized, issued and outstanding 1,000                              10           --
     Common stock, $.01 par value - shares authorized 10,000,000                  91,873         79,000
     Additional paid-in capital                                                3,501,163      3,951,546
     Accumulated deficit and proprietor's capital deficiency                  (5,358,554)    (3,209,506)
     Distribution to stockholders                                                   --             --
     Less: Note receivable                                                      (500,000)          --
                                                                             -----------    -----------
         Total stockholders' (deficit) equity                                 (1,528,121)       821,040
                                                                             -----------    -----------
                                                                             $ 6,846,668    $ 7,821,390
                                                                             ===========    ===========
</TABLE>
                      See notes to financial statements.

                                      F-2

<PAGE>
                          SYNERGISTIC HOLDINGS CORP.
                        AND SUBSIDIARIES AND AFFILIATE
                     CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                                                  Year ended April 30,
                                                      --------------------------------------------
                                                          1997           1996             1995
                                                      ------------    ------------    ------------
<S>                                                   <C>             <C>             <C>         
Net sales                                             $ 22,958,814    $ 25,481,629    $ 33,883,908
Cost of sales                                           18,642,887      21,174,290      28,392,318
                                                      ------------    ------------    ------------
Gross profit                                             4,315,927       4,307,339       5,491,590
Selling, General & Administrative expenses               4,669,128       5,892,493       4,865,937
Depreciation and amortization                              352,629         294,973         256,638
                                                      ------------    ------------    ------------
Loss from operations                                      (705,830)     (1,880,127)        369,015
Interest expense, net                                      379,656         460,100         431,844
Loss on disposal of property and equipment                    --              --            34,908
                                                      ------------    ------------    ------------
Loss before taxes                                       (1,085,486)     (2,340,227)        (97,737)
Taxes                                                        1,062          58,686          (4,000)
                                                      ------------    ------------    ------------
Net Loss                                                (1,086,548)     (2,398,913)        (93,737)
Accretion of preferred stock dividends attributable
     to increase to conversion value                    (1,062,500)           --              --
                                                      ------------    ------------    ------------
Net loss                                              $ (2,149,048)   $ (2,398,913)   $    (93,737)
                                                      ============    ============    ============
Net loss per share of common stock                           (0.19)          (0.21)          (0.01)
                                                      ============    ============    ============
Weighted average common shares outstanding              11,246,366      11,246,366      11,246,366
                                                      ============    ============    ============

</TABLE>














                      See notes to financial statements.

                                      F-3

<PAGE>
                          SYNERGISTIC HOLDINGS CORP.
                        AND SUBSIDIARIES AND AFFILIATE
             STATEMENT OF STOCKHOLDERS' DEFICIT (CAPITAL DEFICIT)

<TABLE>
<CAPTION>
                                                                                                                                   
       
                                                          Preferred Stock           Preferred Stock               Common Stock      
                                                            Series A               Series B ($.01 par)            ($.01 par)        
                                                    -------------------------   ------------------------    ------------------------
                                                                                                                                    
<S>                                                    <C>            <C>         <C>            <C>        <C>           <C>     
Balance, April 30, 1994                                   --            --            --            --       5,356,200   $   53,562

     Capital contribution

     Net loss

     Distribution to stockholders

                                                        ------    ----------         -----    ----------     ---------   ----------
Balance, April 30, 1995                                   --            --            --            --       5,356,200       53,562

     Sale of common stock                                                                                    2,543,800       25,438

     Compensation related to sale of shares

     Net loss
                                                        ------    ----------         -----    ----------     ---------   ----------
Balance, April 30, 1996                                   --            --            --            --       7,900,000       79,000

     Acquisition and constructive retirement of
         treasury stock purchased from principal
         shareholder                                                                                        (1,453,600)     (14,536)

     Reverse stock split and issuance of series B
         preferred stock                                                             1,000    $       10      (715,550)      (7,155)

     Acquisition of Synergistic Holding
         Corporation and constructive
         retirement of treasury stock                                                                        3,456,410       34,564

     Private placement of preferred stock and
        warrants net of related expenses                10,625    $  737,387

     Accretion of preferred stock to
       conversion value

     Net loss

                                                        ------    ----------         -----    ----------     ---------   ----------
Balance, April 30, 1997                                 10,625    $  737,387         1,000    $       10     9,187,260   $   91,873
                                                        ======    ==========         =====    ==========     =========   ==========



</TABLE>





<PAGE>                                                                       
                                                                             
                                                                             
                                                                             
<TABLE>                                                                      
<CAPTION>                                                                    
                                                                   Additional          Deficit              Less           
                                                                    Paid-In           (Capital              Note          
                                                                    Capital            deficit)          Receivable          Total 
                                                                 ------------------------------------------------------------------
                                                                                                                                    
<S>                                                                <C>               <C>               <C>             <C>         
Balance, April 30, 1994                                               $1,933,438        ($627,675)          -           $1,359,325  
                                                                                                                                    
     Capital contribution                                                 25,000                                            25,000  
                                                                                                                                    
     Net loss                                                                             (93,737)                         (93,737) 
                                                                                                                                    
     Distribution to stockholders                                                         (89,181)                         (89,181) 
                                                                                                                                    
                                                                 ------------------------------------------------------------------ 
Balance, April 30, 1995                                                1,958,438         (810,593)           -           1,201,407  
                                                                                                                                    
     Sale of common stock                                              1,206,562                                         1,232,000  
                                                                                                                                    
     Compensation related to sale of shares                              786,546                                           786,546  
                                                                                                                                    
     Net loss                                                                          (2,398,913)                      (2,398,913) 
                                                                 ------------------------------------------------------------------ 
Balance, April 30, 1996                                                3,951,546       (3,209,506)           -             821,040  
                                                                                                                                    
     Acquisition and constructive retirement of                                                                                     
         treasury stock purchased from principal shareholder          (1,985,464)                                       (2,000,000) 
                                                                                                                                    
     Reserve stock split and issuance of series B preferred stock          7,145                                                 -  
                                                                                                                                    
     Acquisition of Synergistic Holding Corporation                                                                                 
         and constructive retirement of treasury stock                   465,436                      (500,000)                  -  
                                                                                                                                    
     Private placement of preferred stock and warrants                                                                              
         net of related expenses                                                                                           737,387  
                                                                                                                                    
     Accretion of preferred stock to conversion value                  1,062,500       (1,062,500)                               -  
                                                                                                                                    
     Net loss                                                                          (1,086,548)                      (1,086,548) 
                                                                                                                                    
                                                                 ------------------------------------------------------------------ 
Balance, April 30, 1997                                               $3,501,163      ($5,358,554)   ($500,000)        ($1,528,121) 
                                                                 ================================================================== 
                                                                                                                                    
                                                                                                                                    
                                                                 
</TABLE>                                                         
                                                                 


                      See notes to financial statements.

                                     F-4


                                   
<PAGE>
                          SYNERGISTIC HOLDINGS CORP.
                        AND SUBSIDIARIES AND AFFILIATE
                     CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                          Year ended April 30,
                                                              ------------------------------------------
                                                                  1997           1996           1995
                                                              -----------    -----------    -----------
<S>                                                           <C>            <C>            <C>         
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss)                                        $(1,086,548)   $(2,398,913)   $   (93,737)
     Adjustments to reconcile net income (loss) to net cash
         provided by (used in) operating activities:
            Depreciation and amortization                         352,629        294,973        256,638
            Provision for doubtful accounts                          --           31,000         74,000
            Loss on disposal of property and equipment               --             --           34,908
            Deferred income taxes                                    --           (1,000)       (12,000)
            Compensation related to sale of shares                   --          786,546           --
     Increase (decrease) in cash flows from changes in
         operating assets and liabilities:
            Accounts receivable                                  (232,680)        57,360      1,514,328
            Prepaid expenses and other current assets              12,998         58,554           (704)
            Refundable taxes                                       58,239        239,022       (297,261)
            Accounts payable                                      838,019        921,908       (869,369)
            Accrued expenses and other current liabilities            149        128,225        114,195
                                                              -----------    -----------    -----------
Net cash provided by (used in) operating activities               (57,194)       117,675        720,998
                                                              -----------    -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Capital expenditures, net                                    (50,260)       (63,626)      (146,867)
     Increase in noncompetition and consulting agreements            --             --             --
     Increase in other assets                                        --             (600)        (1,814)
     Loan to officer, net of repayments                           (55,086)      (225,860)         7,349
                                                              -----------    -----------    -----------
Net cash used in investing activities                            (105,346)      (290,086)      (141,332)
                                                              -----------    -----------    -----------
                                                                 (162,540)      (172,411)       579,666
CASH FLOWS FROM FINANCING ACTIVITIES:
     Change in bank overdraft                                      25,796       (757,514)       (88,426)
     Net proceeds from (repayments of) note payable-
         finance company                                         (172,744)      (232,062)      (221,820)
     Principal payments on long-term debt                        (210,687)       (54,753)       (36,669)
     Payments on capital leases obligations                       (61,363)       (58,906)       (11,081)
     Payments on mortgage obligation                              (72,000)       (72,000)       (72,000)
     Distribution to stockholders                                    --           89,181        110,819
     Proceeds from promissory note - Bank                         (32,433)       (35,135)        97,297
     Net proceeds from issuance of preferred stock                737,386           --             --
     Net proceeds from issuance of common stock                      --        1,142,818       (174,999)
                                                              -----------    -----------    -----------
Net cash provided by (used in) financing activities               213,955         21,629       (396,879)
                                                              -----------    -----------    -----------
Net increase (decrease) in cash                                    51,415       (150,782)       182,787
Cash, at beginning of period                                       74,354        225,136         42,349
                                                              ===========    ===========    ===========
Cash, at end of period                                        $   125,769    $    74,354    $   225,136
                                                              ===========    ===========    ===========

SUPLEMENTARY CASHFLOW DISCLOSURE

         Interest paid                                        $   379,656    $   460,000    $   419,000
                                                              ===========    ===========    ===========
         Taxes paid                                                  --      $    33,000    $   164,000
                                                              ===========    ===========    ===========
</TABLE>

                      See notes to financial statements.

                                      F-5


<PAGE>



                                            SYNERGISTIC HOLDINGS CORP.

                                      NOTES TO COMBINED FINANCIAL STATEMENTS


1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         a.       Description of Business

                  Synergistic Holdings Corp. (the "Company") operates in the
                  automobile asset management industry. Through the Company's
                  "Corporate Fleet Program" it manages, on a nationwide basis,
                  the maintenance and repair of fleets of automobiles which
                  are owned and operated by corporate customers. The Company
                  maintains a nationwide "Service Network" of over 30,000
                  independently owned pre-screened and pre-approved
                  maintenance and repair centers. The Company receives a
                  monthly management fee from its corporate customers as well
                  as fees from its service network. Other services of the
                  Company include the Collision Management Program, the
                  Computerized Auction System and Collateral Service Shield
                  and the Insurance Subrogation Program.

          b.      Basis of Presentation and Principles of Combination and
                  Consolidation

                  Pursuant to the merger agreement dated September 19, 1996
                  Salex Industries, Inc. ("SII") a wholly - owned subsidiary
                  of Synergistic Holdings Corp. was merged with and into Salex
                  Holding Corporation (Salex) whereby all of the shares of
                  common stock of Salex held by the Company were canceled and
                  all of the 4,503,000 shares of common stock owned by the
                  Salex Stockholders were converted into (a) 4,003,165 shares
                  of common stock, par value $.01 per share and (b) 1,000
                  shares of Series B Convertible Preferred Stock.

                  Immediately after the closing, the Company pursuant to a
                  Stock and Asset Purchase Agreement with Dickinson Holding
                  Corporation ("Dickinson"), a Delaware corporation, sold (
                  the "Divestiture") all of the outstanding shares of its
                  subsidiary, Dickinson & Co., Inc. ("DCI"), a registered
                  broker/dealer and its investment in Electronic Designs, Inc.
                  ("EDI"). As consideration for the stock and assets that were
                  transferred in connection with the divestiture, Dickinson
                  transferred to the Company 750,000 shares of its Synergistic
                  Common Stock and a $500,000 promissory note secured by
                  250,000 shares of its Synergistic Common Stock pursuant to a
                  Pledge Agreement between Dickinson and the Company.

                  Because the Company's only asset after the Divestiture was
                  its investment in Salex and its collateralized promissory
                  note from Dickinson., the Company was deemed to be in
                  substance a "shell" at the Closing of the merger. The SEC
                  believes that shells

                                      F-6

<PAGE>


                          SYNERGISTIC HOLDINGS CORP.

             NOTES TO COMBINED FINANCIAL STATEMENTS - (Continued)

                  are not businesses and therefore, cannot initiate business
                  combinations. For accounting purposes the SEC views the
                  transaction as an equity transaction by the private
                  operating company ("Salex") rather than as an acquisition of
                  Salex by the Company. The SEC requires that the net assets
                  of the public shell be recorded at carryover basis in which
                  no goodwill arises on the transaction. Accordingly the
                  merger transaction has been accounted for as a
                  recapitalization of Salex (stock split, distribution of
                  preferred stock, and treasury stock purchase) followed by an
                  issuance of common stock by Salex in exchange for treasury
                  stock and Synergistic's note receivable from Dickinson. The
                  note receivable, which is collateralized by Synergistic
                  stock, has been recorded as a reduction of additional paid-
                  in capital.

                  The Company has sustained operating losses which have
                  continued into fiscal 1997. Such losses have related
                  primarily to the loss of several major customers and
                  increases in operating expenses. The losses have been funded
                  by the proceeds from the sale of convertible preferred stock
                  under a private placement, bank overdrafts, additional
                  borrowings under the revolving credit agreement, and
                  increased trade payables. Management's plans to return the
                  Company to profitability include a cost cutting program
                  which was commenced in November 1996 and an aggressive sales
                  program to replace lost customers which has resulted in
                  increased sales.

         c.       Property, Equipment and Depreciation

                  Property and equipment are stated at cost. Depreciation and
                  amortization are provided on either the straight-line basis
                  or accelerated methods over the estimated useful lives of
                  the assets.

                  In March 1995, the Financial Accounting Standards Board
                  issued Statement No. 121, "Accounting for the Impairment of
                  Long-Lived Assets and for Long-Lived Assets to be Disposed
                  Of," which is effective for fiscal years beginning after
                  December 31, 1995, with earlier application encouraged. The
                  Company has adopted Statement No. 121 for the year ended
                  April 30, 1996. The adoption of Statement No. 121 did not
                  have a material effect on the combined consolidated
                  financial statements.

         d.       Taxes on Income

                  Income taxes are accounted for under the asset and liability
                  method. Deferred tax assets and liabilities are recognized
                  for the future tax consequences attributable to differences
                  between the financial statement carrying amounts of existing
                  assets and liabilities and their respective tax bases
                  (temporary differences) and operating loss and tax credit
                  carry forwards. These temporary differences arise primarily
                  from the allowance for doubtful accounts provision and
                  differences in depreciation methods

                                      F-7

<PAGE>


                          SYNERGISTIC HOLDINGS CORP.

             NOTES TO COMBINED FINANCIAL STATEMENTS - (Continued)

                  between the financial statements and the depreciation
                  utilized on the Company tax returns. Deferred tax assets and
                  liabilities are measured using enacted tax rates expected to
                  apply to taxable income in the years in which those
                  temporary differences are expected to be recovered or
                  settled. The effect on deferred tax assets and liabilities
                  of a change in tax rates is recognized in income in the
                  period that includes the enactment date. A valuation
                  allowance has been provided to reduce the deferred tax
                  assets to a level that will be realized.

         e.       Use of Estimates

                  In preparing financial statements in conformity with
                  generally accepted accounting principles, management is
                  required to make estimates and assumptions that affect the
                  reported amounts of assets and liabilities and the
                  disclosure of contingent assets and liabilities at the date
                  of the financial statements and revenues and expenses during
                  the reporting period. Actual results could differ from those
                  estimates.

         f.       Revenue Recognition

                  The Company's principal revenues are derived from billings
                  for repairs and maintenance for vehicles covered in its
                  fleet management program. Revenues are recorded when the
                  services have been rendered.

         g.       Goodwill

                  The excess of cost over fair value of net assets acquired is
                  being amortized on the straight-line method over a twenty
                  year period. Amortization of goodwill for each of the years
                  ended April 30, 1997, 1996 and 1995 amounted to $97,500.

                  The Company's operational policy for the assessment and
                  measurement of any impairment in the value of excess of cost
                  over fair value of net assets acquired which is other than
                  temporary is to evaluate the recoverability and remaining
                  life of its goodwill and determine whether the goodwill
                  should be completely or partially written-off or the
                  amortization period accelerated. The Company will recognize
                  an impairment of goodwill if undiscounted estimated future
                  operating cash flow of the Company is determined to be less
                  than the carrying amount of goodwill. If the Company
                  determines that goodwill has been impaired, the measurement
                  of the impairment will be equal to the excess of the
                  carrying amount of the goodwill over the amount of the
                  discounted estimated operating cash flow using the Company's
                  average cost of funds. If an impairment of goodwill were to
                  occur, the Company would reflect the impairment through a
                  reduction in the carrying value of goodwill. The assessment
                  of the recoverability of goodwill will be impacted if
                  estimated future operating cash flows are not achieved.

                                      F-8

<PAGE>


                          SYNERGISTIC HOLDINGS CORP.

             NOTES TO COMBINED FINANCIAL STATEMENTS - (Continued)

         h.       Noncompetition and Consulting Agreements

                  Amortization is provided over the three to five year
                  contractual lives of the agreements. Amortization of the
                  agreements was $83,333, $60,000 and $60,000 for the three
                  years ended April 30, 1997, 1996 and 1995.

         I.       Fair Value of Financial Instruments

                  The carrying amounts of certain financial instruments,
                  including cash, accounts receivable and payable, and
                  short-term debt, approximated fair value as of April 30,
                  1996 and 1997. The carrying value of long-term debt,
                  including the current portion, approximated fair value as of
                  April 30, 1996 and 1997, based on the borrowing rates
                  currently available to the Company for bank loans with
                  similar terms and maturities.

         j.       New Accounting Pronouncement

                  In October 1995, the Financial Accounting Standards Board
                  issued Statement No.123, "Accounting for Stock-Based
                  Compensation," which is effective for transactions entered
                  into after December 31, 1995. Statement No.123 establishes a
                  fair value method of accounting for stock-based
                  compensation, through either recognition or disclosure. The
                  Company intends to adopt the employee stock-based
                  compensation disclosure - only provisions of Statement No.
                  123 in fiscal 1997 by disclosing the pro forma net income
                  amounts assuming the fair value method was adopted May 1,
                  1996. The adoption of Statement No. 123 will not impact the
                  Company's results of operations, financial position or cash
                  flows.

         k.       Earnings Per Share

                  Earnings per share are based on the weighted average number
                  of common and common equivalent shares outstanding. The
                  calculation when applicable takes into account the shares
                  that may be issued upon exercise of stock options and
                  warrants, reduced by the shares repurchased with the funds
                  received from their exercise.

         l.       Concentration of Credit Risk

                  Financial instruments, which potentially subject the Company
                  to concentrations of credit risk consist principally of
                  trade accounts receivable. The Company's largest customer
                  accounts for approximately 7 % of accounts receivable at
                  April 30, 1997. The Company establishes an allowance for
                  doubtful accounts based upon factors surrounding the credit
                  risk of specific customers, historical trends and other
                  information.


                                      F-9

<PAGE>


                          SYNERGISTIC HOLDINGS CORP.

             NOTES TO COMBINED FINANCIAL STATEMENTS - (Continued)

2.      PROPERTY AND EQUIPMENT

                  Property and equipment consists of the following:

                                                          April 30,
                                                      1997         1996
                                                   ----------   ----------
Land                                               $  490,000   $  490,000
Building                                            1,227,261    1,227,261
Furniture & Fixture                                 1,417,052    1,383,754
Vehicles                                               77,760       60,799
Leasehold improvements                                 21,920       21,920
                                                   ----------   ----------
                                                    3,233,993    3,183,734
Less accumulated depreciation and
amortization                                        1,487,873    1,316,078
                                                   ----------   ----------
                                                   $1,746,120   $1,867,656
                                                   ==========   ==========

3.       NOTE PAYABLE - FINANCE COMPANY

         The Company has a $2,250,000 revolving credit agreement with a
         finance company, which expires January 1, 1998. Interest on
         borrowings are at prime plus 4.5% or 12.75% at April 30, 1997 and
         1996, respectively. The interest rate was reduced to prime plus 2% in
         November 1996. Borrowings are collateralized by substantially all of
         the Company's assets not otherwise encumbered and are personally
         guaranteed by the Company's principal stockholder.

4.        SUBSEQUENT EVENT

         During May 1997 the Board of Directors of the Company adopted a
         resolution providing for the authorization and issuance of 25,000
         shares of its $.01 par value Series C Preferred Stock. The Preferred
         Stock has an issue price of $1.00 per share and each share issued is
         convertible into 100 shares of Common Stock. The Series C Preferred
         Stock shall rank prior to all of the Company's $.01par value common
         stock






                                     F-10

<PAGE>


                          SYNERGISTIC HOLDINGS CORP.

             NOTES TO COMBINED FINANCIAL STATEMENTS - (Continued)

5.       LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS

         Long-term debt and capital lease obligations consist of the following:

<TABLE>
<CAPTION>

                                                                                          1997                   1996
                                                                                     --------------          -----------
<S>                                                                                  <C>                     <C> 
           Mortgage payable to bank, payable in monthly
           installments of $6,000 through December 1997,
           plus interest at 2% above the bank's "peg rate"
           (10.75% at April 30, 1996). The balance of
           $792,203 is due January 20, 1998. The mortgage
           is collateralized by land and building with a
           book value of $1,454,499 at April 30, 1997.                                  $840,203               $912,203

           Consulting and Noncompetition agreement payable
           in monthly installments of $5,000 through June
           1998.                                                                          90,000                150,000

           Capital lease obligations with varying monthly
           payments and interest rates ranging from 15% to 17%
           per annum maturing 1998 through 2000;
           secured by interests in computer equipment.                                    94,518                153,425

           Promissory note payable to bank in monthly
           installments of $2,703, plus interest, through April
           1998; interest at prime plus 2% (10.25% at April
           30, 1996); secured by an interest in computer
           equipment.                                                                     29,729                 62,162
           
           Buy out agreement payable in monthly installments
           of $4,000 through September. 1998 and then
           $1,750 through September 1999.                                                 89,000                      -

           Note payable in quarterly installments of $55,086
           including interest at 11%.                                                    817,559                      -
                                                                                  --------------            -----------
                                                                                       1,961,009              1,277,790
           Less: Current maturities of long-term debt and
           capital lease obligations                                                   1,179,906                223,339
                                                                                  --------------            -----------
                                                                                  $      781,103            $ 1,054,451
                                                                                  ==============            ===========

</TABLE>


                                      -11-

<PAGE>


                           SYNERGISTIC HOLDINGS CORP.

              NOTES TO COMBINED FINANCIAL STATEMENTS - (Continued)


         The following is a schedule by years of future minimum lease payments
         under capital leases, together with the present value of the net
         minimum lease payments as of April 30, 1997:

                  Year ending April 30,

                                              1998                 $   70,813
                                              1999                     31,201
                                              2000                      5,200
                                                                   ----------
                    Total minimum lease payments                      107,214
                    Less: amount representing interest                 12,696
                                                                   ----------
                    Present value of net minimum lease payment     $   94,518
                                                                   ==========


         The following is a schedule of long-term debt maturities (including
         capital lease obligations) as of April 30, 1997:

                  Year ending April 30,

                                            1998                   $  977,933
                                            1999                       62,250
                                            2000                        8,750
                                                                   ----------
                                                                   $1,048,933
                                                                   ==========

5.       MAJOR CUSTOMERS

         For the year ended April 30, 1997, no single customer exceeded 10% of
         net sales. For the year ended April 30, 1996 sales to one customer
         accounted for approximately 13% of net sales and for the year ended
         April 30, 1995 the Company had two customers each of whom had sales
         of approximately 12% of net sales. No receivables from any one
         customer represented more than 10% of the April 30, 1997, 1996 and
         1995 accounts receivable balance. No single customer or group of
         customers affiliated through common control accounted for more than
         10% of the Company's sales or accounts receivable in fiscal 1997,
         1996 or 1995.





                                      F-12

<PAGE>


                           SYNERGISTIC HOLDINGS CORP.

              NOTES TO COMBINED FINANCIAL STATEMENTS - (Continued)


6.       EMPLOYMENT AGREEMENTS

         The Company has employment agreements with seven officers covering a
         three-year period ending in August 1998. These agreements originally
         provided for minimum aggregate annual salaries of $678,000 for fiscal
         1997 and 1998, and $170,000 for fiscal 1999. Certain of these
         commitments have recently been reduced in connection with the
         Company's cost cutting plans described in Note 1.

7.       RETIREMENT PLANS

         The Company has a 401(K) plan for eligible salaried employees. The
         contribution for any participant may not exceed statutory limits.
         During fiscal years ended April 30, 1996 and 1995 the Company matched
         each employee participant's contributions up to the first 6% of
         compensation. No matching contributions were recorded for the year
         ended April 30, 1997. The total matching contributions charged
         against operations approximated $60,000 and $70,000 for the years
         ended April 30, 1996 and 1995.

8.       TAXES ON INCOME

         The provisions for (recoveries of) taxes on income in the
         consolidated statements of operations consist of the following:

<TABLE>
<CAPTION>


                                                                              Year Ended April 30,
                                                                ------------------------------------------------
                                                                    1997             1996              1995
                                                                -----------      ------------      -------------
           <S>                                                  <C>              <C>               <C>  
            Current:
               Federal                                          $      -         $     50,733      $    (21,250)
               State                                                  1,062             8,953            (3,750)
                                                                -----------      ------------      -------------
                  Total current                                       1,062            59,686           (25,000)
            Deferred:                                                                              
               Federal                                                    -             (850)             17,850
               State                                                      -             (150)              3,150
                                                                -----------      ------------      -------------
                  Total deferred                                          -           (1,000)             21,000
                                                                -----------      ------------      -------------
                  Total taxes on income (recoveries)            $     1,062      $    58,686       $     (4,000)
                                                                ===========      ============      =============
                                                                                              


</TABLE>

                                      F-13

<PAGE>


                           SYNERGISTIC HOLDINGS CORP.

              NOTES TO COMBINED FINANCIAL STATEMENTS - (Continued)


Significant components of the Company's deferred tax assets and liabilities
are as follows:
<TABLE>
<CAPTION>


                                                                                  April 30,
                                                           -------------------------------------------------------
                                                                  1997               1996              1995
                                                              ---------           ---------          ---------
<S>                                                           <C>                 <C>                <C>      
Deferred tax. Assets:
   Receivable reserve                                         $  75,000           $  75,000          $  16,000
   Net operating loss carryforwards                             886,000             515,000                  0
                                                              ---------           ---------          ---------
      Total deferred tax asset                                  961,000             590,000             16,000
   Valuation allowance for deferred tax assets                 (961,000)           (590,000)                 0
                                                              ---------           ---------          ---------
      Net deferred tax asset                                  $    --             $    --            $  16,000
                                                              =========           =========          =========
Deferred tax liability:
   Depreciation                                               $  10,000           $  10,000          $  27,000
                                                              ---------           ---------          ---------
      Noncurrent deferred income tax liability                $  10,000           $  10,000          $  27,000
                                                              =========           =========          =========
</TABLE>

The provision for taxes on income (loss) before taxes differs from the amounts
computed applying Federal statutory rates due to the following:
<TABLE>
<CAPTION>

                                                                         Year Ended April 30,
                                                             ---------------------------------------------
                                                                1997              1996             1995
                                                             ----------         ----------        --------
<S>                                                                <C>                <C>             <C>  
Provision for Federal income taxes at the
 statutory rate                                                    (34%)              (34%)           (34%)
Loss (income) earned by S Corporation                                                          
 taxable to individual stockholders                                  0                  0               4
Adjustment for under (over) accrual from                                                       
 prior year                                                          0                  3            (16)
State taxes, net of Federal tax benefit                             (6)                (6)             (6)
Non-deductible expenses                                              9                 16              48
Valuation allowance for deferred tax assets                         31                 24               0
                                                            ----------         ----------        --------
Provision for taxes on income                                        0                 3%            (4%)
                                                            ==========         ==========        ========
                                                                                           
</TABLE>

                                      F-14

<PAGE>

                           SYNERGISTIC HOLDINGS CORP.

              NOTES TO COMBINED FINANCIAL STATEMENTS - (Continued)



         As of April 30, 1997, the Company has net operating loss
         carryforwards for federal income tax purposes of approximately
         $2,100,000, expiring in the year 2012.

         The Company has established valuation allowances equal to its
         deferred tax assets because of the uncertainty as to their future
         utilization.


9.       CONVERTIBLE PREFERRED STOCK

         The Company in an effort to raise additional capital issued its
         series A convertible Preferred Stock pursuant to a private placement
         offering dated July 9, 1996. The shares are redeemable solely at the
         option of the Company based on a redemption value of $100 plus any
         accrued but unpaid dividends. The Series A Preferred Stock sold in
         250 share "units" which includes 25,000 Warrants per unit each
         exercisable for 1 share of Common Stock at an exercise price of $4.75
         per Warrant.

         Each share of the series A Preferred Stock is convertible based on
         the average price of the common stock for the (10) day trading period
         immediately preceding the conversion but in no event less than $0.50
         per share. Preferred shareholders are able to convert the series A
         preferred stock at twice its liquidation preference. The substance of
         this adjustment to the series A preferred stock is that of a 100%
         stock dividend. Accordingly the Company has recorded accretion to
         increase paid in capital and charge retained earnings for the amount
         of the adjustment. As discussed more fully in (Note12) the Company
         does not have sufficient authorized Common Stock available for
         issuance should all of the series A Preferred Stockholders exercise
         their option to convert.

         As part of the merger agreement all of the issued and outstanding
         shares of Salex Holding Corp. were converted into shares of
         Synergistic Common Stock and as part of a reverse stock split, 1,000
         shares of series B Convertible Preferred Stock. Each share of the
         series B Preferred Stock automatically converts into 2,059.106 shares
         of Synergistic Common Stock as soon as the Company amends its
         certificate of incorporation increasing the authorized Common Stock
         of the Company. Because the series B Preferred Stock automatically
         converts into common stock it is treated as common stock for purposes
         of computing loss per share data.



 .




                                      F-15
<PAGE>


                           SYNERGISTIC HOLDINGS CORP.
                           --------------------------

              NOTES TO COMBINED FINANCIAL STATEMENTS - (Continued)
              ----------------------------------------------------


10.      STOCK BASED COMPENSATION
         ------------------------

         The following table summarizes the changes in options and warrants
         outstanding and the related price range for shares of the Company's
         common stock.

                           Stock Options and Warrants
                           --------------------------
<TABLE>
<CAPTION>
                                            Options          Warrants               Price
<S>                                            <C>             <C>                   <C>
Outstanding at April 30, 1994               247,000           173,500
Granted                                           -                 -
Exercised                                         -                 -
Expired                                     (67,000)          (57,832)
Retired                                           -                 -
                                      -------------       -----------
Outstanding at April 30, 1995               180,000           115,668
Granted                                      58,300                                $ 2.00
Granted                                                       625,000              $ 2.00
Exercised                                         -                 -
Expired                                     (66,000)          115,668
Retired                                      -                      -
                                      -------------       -----------
Outstanding at April 30, 1996:              172,300           625,000

Granted                                   1,129,333                                $ 1.00 - 2.12
Granted                                                     1,062,500              $ 4.75
Exercised                                         -                 -
Expired                                    (500,000)                -
Retired                                           -                 -
                                       ------------       -----------
Outstanding at April 30, 1997               801,633         1,687,500
                                       ============       ===========
</TABLE>
                                      


                                      F-16
<PAGE>

                           SYNERGISTIC HOLDINGS CORP.
                           --------------------------

              NOTES TO COMBINED FINANCIAL STATEMENTS - (Continued)
              ----------------------------------------------------


The Company accounts for its stock option plans in accordance with the
provisions of Accounting Principles Board (APB) Opinion No. 25, "Accounting
for Stock Issued to Employees", and related interpretations. As such,
compensation would be recorded on the date of grant only if the current market
price of the underlying stock exceeded the exercise price. For the year ended
April 30, 1997 the Company has adopted the disclosure only provisions of SFAS
123 "Accounting for Stock Based Compensation". Accordingly, no compensation
cost has been recognized for the plan. Had compensation cost for the Company's
option plans been determined based on fair value at the grant date for the
awards in 1997 consistent with the provisions of SAS 123, the Company's net
loss and net loss per share would have been increased by $515,547 and $.05 for
the year ended April 30, 1997.

The fair value of each option grant is estimated based on the date of grant
using the Black-Scholes option pricing model with the following assumptions
used for grants: No dividend yield; expected volatility of .87%; risk free
interest rate of 6%; and expected lives of 3 years.

11.      MORTGAGE PAYABLE
         ---------------- 

         It is the Company's intention to refinance its mortgage liability on
         a short term basis. The Company expects to enter into a sale and
         leaseback arrangement with respect to the property in the near
         future. Because the Company has not entered into a formal refinancing
         agreement with respect to the mortgage the entire amount has been
         included in current liabilities.

12.      CONTINGENCIES
         -------------

         As of April 30, 1997 the Company does not have sufficient authorized
         Common Stock available to permit the conversion in its entirety, of
         both its Series A and Series B Preferred Stock. The Series B
         Preferred Stock is automatically convertible into common stock as
         soon as the Company amends its certificate of incorporation
         increasing the authorized Common Stock of the Company.

         During the quarter ended April 30, 1997 certain Series A Preferred
         Shareholder's gave notice to the Company and exercised their right of
         conversion by tendering their Preferred Stock as required under the
         private placement agreement. Because the Company does not have enough
         authorized Common Stock available the shareholders who have converted
         their shares will not receive Common Stock until an increase in
         authorized shares has been approved by the Company. In the event the
         Company is unable to obtain the requisite stockholder approval, the
         investors in the Private Placement will hold for an indefinite period
         of time, shares of Preferred Stock and Warrants that are not
         registered securities and are not publicly traded. Moreover with
         regard to those shareholders that converted their Series A


                                      F-17
<PAGE>


                           SYNERGISTIC HOLDINGS CORP.
                           --------------------------

              NOTES TO COMBINED FINANCIAL STATEMENTS - (Continued)
              ----------------------------------------------------

Preferred stock the Company has not yet issued any common shares in connection
with such conversion. As of April 30, 1997, 812,740 shares were available to
converting shareholders meanwhile approximately 1,350,000 shares are necessary
for issuance to accommodate all of the converting shareholders.

As discussed in Note 8 the Series A Preferred are entitled to dividends of 8.5
% per year. As of April 30, 1997 no payment or accrual of these dividends has
been recorded because under Delaware Law the Company can not legally pay
dividends unless there is sufficient retained earnings or current profits from
which the dividends can be distributed. Said dividends although unpaid are
cumulative and will become payable to the preferred stockholders at such time
in which the Company has restored its capital deficiency. The amount of unpaid
dividends otherwise applicable to the period ended April 30,1997 was
approximately $45,000.

As discussed in Note 4 the Company during May of 1997 authorized the issuance
of 25,000 shares of its $.01 par value Series C Preferred Stock. Pursuant to a
subscription agreement dated June 2, 1997 the Company accepted payment for all
of the 25,000 Series C shares. Because the Company does not have sufficient
authorized Common Stock to issue upon conversion the Company as discussed
above intends to ammend its Certificate of Incorporation to increase its
authorized $.01 par value common stock at the next meeting of the Board of
Directors and Shareholders which is scheduled for December 29, 1997.

In the event the Board of Directors and Shareholders do not approve the
amendment to the Certificate of Incorporation by December 31, 1997 the Company
has agreed to pay the Series C preferred stockholders $1,000,000.




                                      F-18
<PAGE>

                                  SIGNATURES
                                  ----------


      Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf of the undersigned thereunto duly authorized.

SYNERGISTIC HOLDINGS CORP.


/s/ Salvatore Crimi
---------------------------------------------------
Salvatore Crimi, Chairman of the Board of Directors
and Chief Executive Officer


      Pursuant to the requirements of the Securities and Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities on the date indicated.
<TABLE>
<CAPTION>


<S>                                  <C>                                 <C>  
Signatures                           Title                               Date
----------                           -----                               ----

/s/ Angelo Crimi 
----------------------------         Vice Chairman, Secretary,       November 26, 1997
Angelo Crimi                         Vice President Sales and
                                     Director

/s/ Pershing Sun  
----------------------------         Senior Vice President,          November 26, 1997
Pershing Sun                         Chief Information Officer
                                     and Director

/s/ Franklin Pinter 
----------------------------         Director                        November 26, 1997
Franklin Pinter


/s/ Francis Fitzpatrick
----------------------------         Director                        November 26, 1997
Francis Fitzpatrick
</TABLE>

<PAGE>

                                 EXHIBIT INDEX

<PAGE>

                           EXHIBIT INDEX (Continued)