U.S. 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

                    For the fiscal year ended April 30, 1997

    [ ]       TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]

             For the transition period from __________ to __________

                         Commission file number 333-9583

                    American International Consolidated Inc.
                    ----------------------------------------
                (Name of registrant as specified in its Charter)

                Delaware                                   76-0145668
      ------------------------------                    ----------------
     (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                     Identification No.)


     14603 Chrisman, Houston, Texas                           77039
--------------------------------------------------------------------------------
  (Address of principal executive offices)                  (Zip Code)


Registrant's telephone number, including area code  (281) 449-9000
                                                    ----------------------------


Securities registered under Section 12(b) of the Exchange Act:  None

Securities registered under Section 12(g) of the Exchange Act:  None

     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
filing requirements for the past 90 days. Yes  X  No
                                              ---    ---

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K (ss.229.405 of this chapter) is not contained herein,  nor
will be contained, to be 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 [X]

     An aggregate market value of the registrant's  Common Stock is not provided
because there currently is not any public market for the Common Stock.

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)


The number of shares outstanding of the registrant's  Common Stock as of October
31, 1997 was 2,900,100



<PAGE>




                                     PART I

ITEM 1.  BUSINESS

Overview

     American  International  Consolidated  Inc.  (the  "Company")  is a general
contractor  and  a  manufacturer  that  focuses  primarily  on  three  types  of
construction  products:  the  construction of  mini-warehouses  and self-storage
facilities;  the manufacture of metal  buildings and structural  steel projects;
and the  construction  of cold  storage,  including  refrigerated  and  freezer,
buildings.  The Company's services range from the start, or design, phase to the
finish, or erection, phase of a project, including design, manufacture,  general
construction,  construction  management,  building,  and turnkey  services.  The
Company selects,  coordinates and manages  subcontractors  for substantially all
phases of the work,  except for design and erection,  and manufacture of certain
metal building  components.  The Company also provides oversight and supervision
of the entire construction process for each project.

     The Company's principal executive and administrative offices are located at
14603 Chrisman, Houston, Texas 77039, telephone number (281) 449-9000.

Disclosure Regarding Forward-Looking Statements And Cautionary Statements

Forward-Looking Statements
--------------------------

     This  Annual  Report on Form  10-K  includes  "forward-looking"  statements
within the meaning of Section 21E of the  Securities  Exchange  Act of 1934,  as
amended (the "Exchange Act"). All statements other than statements of historical
facts included in this Annual Report,  including without  limitation  statements
under  "ITEM 1.  BUSINESS",  "ITEM 2.  PROPERTIES",  and  "ITEM 7.  MANAGEMENT'S
DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND  RESULTS OF  OPERATION",
regarding the Company's  financial  position,  business strategy,  and plans and
objectives  of  management  of the  Company  for future  operations  and capital
expenditures, are forward-looking statements. Although the Company believes that
the expectations reflected in the forward-looking statements and the assumptions
upon which the forward-looking  statements are based are reasonable, it can give
no assurance  that such  expectations  and  assumptions  will prove to have been
correct.  Additional  statements  concerning  important factors that could cause
actual results to differ materially from the Company's expectations ("Cautionary
Statements")  are disclosed below in the  "-Cautionary  Statements"  section and
elsewhere in this Annual Report. All written and oral forward-looking statements
attributable  to the Company or persons  acting on its behalf  subsequent to the
date of this Annual  Report are  expressly  qualified  in their  entirety by the
Cautionary Statements.

Cautionary Statements
---------------------

     In addition to the other information  contained in this Annual Report,  the
following  Cautionary  Statements  should  be  considered  when  evaluating  the
forward-looking statements contained in this Annual Report:



                                        2


<PAGE>


     Risk Factors Relating To The Business Of The Company
     ----------------------------------------------------

     1.  Substantial  Doubt About The  Company's  Ability To Continue As A Going
Concern Without Completion Of Public Offering.  The Company's  operating results
for each of the fiscal  years  ended  April 30,  1996 and 1995 and for the three
months ended July 31, 1997, resulted in a profit;  however, the Company incurred
operating  losses for each of the fiscal years ended April 30, 1997,  1994,  and
1993,  and there is no  assurance  that the  operations  of the Company  will be
profitable in the future.  As a result of the  Company's  losses during its last
completed  fiscal year  (approximately  $4.2 million,  including a non-recurring
charge of $1.7 million),  the Company's  working capital position and ability to
generate sufficient cash flows from operations to meet its operating and capital
requirements has further  deteriorated and these matters raise substantial doubt
about the Company's ability to continue as a going concern without completion of
the Company's  proposed  initial public offering of the Company's  common stock,
$.01 par value (the "Common  Stock"),  and Common Stock  purchase  warrants (the
"Offering") or an alternate  substantial infusion of equity capital. The Company
believes  that it will be  successful  in  removing  the threat  concerning  its
ability to  continue  as a going  concern  by  adhering  to closer and  stricter
scrutiny of its  contract  bids and  utilizing  the  estimated  net  proceeds of
approximately  $2.3 million from the Offering to achieve  profitability  through
lower interest and bonding costs and expanded volume.  Management  believes that
approximately  $1.0 to $1.2  million  of the  proceeds  from  the  Offering  are
necessary to remove the threat concerning the Company's ability to continue as a
going concern and that if the Offering is completed,  the estimated net proceeds
from the  Offering  will  enable  the  Company  to  continue  operating  for the
foreseeable future at its current level of operations.  The length of the period
that the offering proceeds would enable the Company to continue operating at its
current  level of operations  is dependent  upon a number of factors,  including
primarily  the  Company's  profitability.  Assuming the Company  incurs,  during
fiscal 1998 and 1999,  additional net losses (excluding non-cash,  non-recurring
charges) at the same rate for fiscal 1997 ($2.5 million), the net proceeds would
allow  the  Company  to  operate  at  its  current  level  of   operations   for
approximately  six months.  However,  the Company has  reported a profit for the
first quarter of its 1998 fiscal year, and management  does not believe that the
Company  will incur a net loss for fiscal 1998 and 1999,  combined.  There is no
assurance  that  management's  belief is accurate  and that the Company will not
incur future cumulative net losses.  To the extent that  management's  belief is
accurate,  then the net proceeds  from the  Offering  would allow the Company to
continue  operations as long as the Company had not sustained future  cumulative
net losses of  approximately  $1.1 million.  There is no assurance these results
will occur even if the Company's proposed Offering is consummated.  If this does
not occur,  the Company will pursue other sources of financing,  but there is no
assurance any other source of financing will be available.

     The  Company  is  current  in its  obligations  to all  lenders  and  major
suppliers except for the Supplier  described in paragraph No. 3 below and except
for the holders (the "Noteholders") of $300,000 principal amount unsecured notes
as  described in paragraph  No. 3. The  Supplier  has  indicated  that it has no
intent of  accelerating  payment  on any  obligations  as long as the  Company's
proposed  Offering is completed.  The Supplier has not indicated what it will do
if  the  Company's  proposed  Offering  is  abandoned  or  otherwise  terminated
unsuccessfully.  The Company is requesting to the  Noteholders  that they extend
their notes or otherwise wait for completion of the Company's  proposed Offering
before requiring payment. There is no assurance that the Noteholders will comply
with this request.

     As a result of the losses incurred in the fiscal year ended April 30, 1997,
the audit report of the Company's  independent  auditors for that year indicates
that there is substantial  doubt concerning the Company's ability to continue as
a going concern without a substantial  infusion of equity capital,  such as that
contemplated  from the Offering.  The  implication  of this to investors is that
successful  completion  of the  Offering  (or an equity  infusion  from  another
source) is  necessary  for the  Company  to  continue  operations.  See "ITEM 1.
BUSINESS--Business  Plan And  Strategy",  "ITEM 7.  MANAGEMENT'S  DISCUSSION AND
ANALYSIS OF FINANCIAL  CONDITION AND RESULTS OF  OPERATIONS",  and Note 2 to the
Financial Statements.

                                       3

<PAGE>


     2.  Limited  Financial  Resources,  Negative  Net  Worth,  And  Outstanding
Obligations.  The Company has limited financial resources  available,  which has
had an adverse impact on the Company's liquidity.  Its activities and operations
to date have  resulted in a negative net worth.  There is no assurance  that the
proceeds of the Offering will be sufficient to  successfully  develop,  produce,
and  market  the  Company's  services.  The  Company  may be forced to limit its
activities  because of the lack of  availability of adequate  financing.  In the
past, the Company's limited liquidity has limited the amount of credit available
from the Company's suppliers. If the Company were not to have adequate financing
available in the future, it is likely that this credit limitation would continue
and that the Company's  domestic and  international  marketing would be directly
affected,  which would  impair the  Company's  ability to increase  its business
volume.

     The Company's  negative net worth and  financial  condition in general have
prevented the Company from being able to obtain  performance  and payment bonds,
which has limited  the  Company's  ability to obtain  certain  projects.  If the
Offering is successfully completed, the Company believes that it will be able to
increase  its bonding line and thereby  increase  the jobs  available to it. See
"ITEM 1. BUSINESS-Business Plan and Strategy-Strengthen  Financial Condition and
Increase Bonding Capacity".

     3.  Outstanding  Indebtedness.  As of July 31,  1997,  the Company owed its
major supplier of raw materials (the "Supplier") $2,665,000 for accounts payable
and an additional  $1,914,000 that is evidenced by a note (the "Note") and other
related  loan  documents.  The Company is  required  to make weekly  payments of
$11,537 for outstanding  principal and accrued  interest on the Note until April
30,  2001.  If the  Offering  is  successfully  completed,  of which there is no
assurance,  the Company intends to use approximately  $1,000,000 of the proceeds
to reduce the  accounts  payable to the  Supplier.  Pursuant to the terms of the
Note,  it is an event of default if the  Company's  net income  before  interest
expense is less than 1.5  percent of the  Company's  total  sales for any fiscal
year  beginning  with the fiscal year ended April 30,  1997.  The  Supplier  has
waived  this  requirement  for the fiscal  year ended April 30, 1997 and for the
period from May 1, 1997 through  December 31, 1997,  but the Company is required
to satisfy it for subsequent periods.  Management believes that if the Company's
proposed  Offering is completed,  it will be able to satisfy the requirement for
the  last  four  months  of  fiscal  1998  and  thereafter  while  the  Note  is
outstanding,  or that it will be close enough to satisfying it that the Supplier
will waive it. Nevertheless, there is no assurance that the Company will satisfy
this  requirement.  As of July 31, 1997 the  Company  also was in  violation  of
certain  other  covenants  for which the  Supplier  has granted a waiver and for
which  there is no  assurance  that the  Company  will be able to satisfy in the
future.  If all these  requirements are not satisfied as required in the future,
the Company  will be required to obtain  alternate  financing,  receive a waiver
from the Supplier, or default on the Note. See "ITEM 1. BUSINESS-Indebtedness To
Major Supplier".

     As of July 31, 1997,  the Company  also owed an aggregate of  approximately
$322,000 to FCLT, L.P., a Texas limited  partnership  ("FCLT"),  pursuant to two
loans that are payable in June 1998,  are  collateralized  by the Company's land
and buildings,  and are guaranteed by the three  principal  stockholders  of the
Company.  Aggregate monthly payments on these two loans are $6,082. See "ITEM 1.
BUSINESS-Outstanding Bank Loans".

                                       4

<PAGE>


     The Company had other obligations of an aggregate of approximately $101,000
at July 31,  1997 that  require  aggregate  monthly  payments  of  approximately
$12,850.  The Company also is the obligor on an aggregate of $300,000  principal
amount of unsecured notes,  together with interest of more than $30,700 thereon,
that  currently  are in default  that will be repaid  from the  proceeds  of the
Offering.

     4. Fluctuations In Industry Construction Activity.  Although most recently,
new construction projects for storage facilities,  warehouses and pre-engineered
metal buildings and freezer/refrigerated  facilities, as well as renovations and
remodeling  projects,  have occurred at a historically active rate, new projects
were not as numerous in prior years.  These  fluctuations  in industry  activity
result from numerous factors,  including general economic  conditions,  interest
rates and the general real estate market.  There can be no assurance that future
demand for the  Company's  services  will be adequate for the Company to operate
profitably.

     5. Uncertain  Markets And Market  Acceptance.  No assurance can be given of
market acceptance or profitability  from sales of the Company's current services
or that sales of future services will be profitable.  The Company's  industry is
extremely competitive and subject to numerous changes. See "ITEM 1. BUSINESS".

     6. Competition.  The Company competes, in a highly competitive environment,
with many  companies in the  construction  and  erection of storage  facilities,
warehouses, manufacture of pre-engineered metal buildings,  freezer/refrigerated
facilities,  and other  construction  services.  Many of the  Company's  primary
competitors  not only have greater  resources  than the Company,  they also have
larger  administrative  staffs and more available service personnel.  The larger
competitors also may use their greater financial resources to develop and market
their  services.  The  presence  of  these  competitors  may  be  a  significant
impediment  to any  attempts  by the  Company to  develop  its  business.  Major
competitive factors include product knowledge,  experience,  past relationships,
quality  of  performance,   financial  condition,  reputation,  timeliness,  and
pricing.  The Company  believes  that it ranks  highly and  therefore  will have
certain competitive advantages in attempting to develop and market its services,
including  the  Company's  excellent  relationships  with its  past and  current
customers,  which has led to "repeat" business, the Company's product knowledge,
experience, past relationships,  quality of performance, reputation and pricing,
and the Company's ability to respond to customer requests more quickly than some
larger competitors. For the year ended April 30, 1997, approximately 43 percent,
and for the three months ended July 31, 1997,  approximately 47 percent,  of the
Company's  business  was derived  from  repeat  customers;  however  there is no
assurance  that this will  occur in the  future.  None of the  Company's  repeat
business is derived from long-term  contracts,  and all repeat business  results
from  separately  negotiated  contracts.  With  respect  to lower  rankings  for
competitive  factors,  the  Company's  capitalization  prior  to  the  Company's
Offering has placed it at a competitive disadvantage in the past but the Company
believes  that as a result of the  Offering  it will  increase  its  ability  to
compete on the basis of financial condition. However, there is no assurance that
this  will  prove  correct.  See  "ITEM  1.  BUSINESS-Marketing"  and  "ITEM  1.
BUSINESS-Industry Environment".

     7. Exposure To Construction Related Litigation.  The construction  industry
has a high incidence of litigation,  and as a participant in this industry,  the
Company is constantly exposed to the risk of litigation. Even though the Company
maintains insurance for these matters in amounts customary in the industry,  and
even if the  Company  prevails  in any such  litigation,  of  which  there is no
assurance,  the management time and out-of-pocket expense expended in commercial
litigation could have an adverse impact on the Company.

                                       5

<PAGE>


     8. Past Dependence On Major  Customers.  During the three months ended July
31, 1997 and the fiscal year ended April 30, 1997,  U-Haul,  Inc.  accounted for
approximately $2.0 million and $7.3 million,  respectively, or 19 percent and 22
percent,  respectively, of the Company's total revenues. During the fiscal years
ended April 30, 1996 and 1995,  U-Haul,  Inc.  accounted for approximately  $8.1
million,  and  $4.9  million,  respectively,  or  26  percent  and  20  percent,
respectively,  of the Company's  total  revenues.  The Company  negotiates  each
project with U-Haul  separately as there is no contract with U-Haul covering the
construction of future projects.  The loss of U-Haul, Inc.'s business could have
a materially adverse effect on the Company.  See "ITEM 1.  BUSINESS-Reliance  On
Major Customers".

     9. Previous  Unprofitable  International  Operations.  The Company plans to
expand its business in  international  markets but a significant  portion of its
past experiences in international markets has been unprofitable. The past losses
from international  business occurred in situations in which the Company had set
up satellite  offices in other countries,  such as Guam and Puerto Rico, and the
cost of  operating  and  maintaining  these  offices  was too  great to  operate
profitably.  The Company has closed its offices in Puerto Rico and in Guam,  and
believes  that  it will be able  to  conduct  business  internationally  without
opening  satellite  offices.  The Company  currently  is doing a small amount of
business  internationally through a two-person international sales force located
in its Houston, Texas headquarters.

         10.  Availability Of Labor;  Possible Effect Of Subcontractors'  Use Of
Unionized Labor. In order to minimize overhead, the Company often contracts with
independent third parties to provide a substantial  portion of the labor for its
construction  projects.  Therefore,  the  Company's  ability  to  provide  these
services is  dependent  upon  outside  sources of workers and this may result in
delays in the completion of contracts due to the  unavailability  of such labor.
The Company is not currently experiencing,  and has not in the past experienced,
a shortage of labor.

     At the current time, the use of unionized labor by  subcontractors  engaged
by the  Company  does not  have a  significant  effect  on the  Company  because
subcontractors  tend to use unionized labor only in areas where there is a heavy
concentration of unionized  labor, and because in those areas other  contractors
in competition with the Company most often utilize unionized labor so that there
would be no competitive  advantages or disadvantages to the Company. There is no
assurance that this situation will remain constant in the future.

     11.  Effect  Of  Unfavorable  Weather.  Certain  aspects  of the  Company's
construction  activities cannot be performed in severely inclement weather, such
as continuous  rain and flooding.  Conditions of this nature can have a negative
impact on the Company's earnings, as was experienced in spring 1997.

     12.  Dependence  On Key  Personnel.  The  success of the Company is largely
dependent  upon the  efforts  of John  Wilson,  Chief  Executive  Officer  and a
director of the Company, Danny Clemons, President and a director of the Company,
R. L. Farrar, Vice President of Operations,  Treasurer, Secretary and a director
of the Company, and Jim Williams, Vice President of Finance, Assistant Secretary
and a director of the Company.  The loss of the services of any of these persons
or the loss of the services of Jimmy M. Rogers,  head of the  Company's  Thermal
System  Division,  could be  detrimental to the Company as there is no assurance
that  the  Company  could  replace  any  of  them  adequately  at an  affordable
compensation  level.  See "ITEM 10.  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF THE
REGISTRANT". The Company has entered into employment agreements with each of the
above officers.  See "ITEM 11. EXECUTIVE  COMPENSATION-Employment  Contracts And
Termination Of Employment And  Change-In-Control  Arrangements".  The Company is
the beneficiary for $500,000 of key-man term life insurance  coverage on each of
Messrs. Wilson, Clemons, Farrar, Rogers and Williams. There is no assurance that
these insurance policies will provide the Company with adequate  compensation in
the event of the death of any of the insured.

                                       6

<PAGE>


     13. Government Regulation And Workers Compensation  Insurance.  The Company
is subject to government regulation of its business operations. In addition, the
Company's  construction  activities  must  meet with the  requirements  of local
building codes,  and the Company is required to provide workers  compensation or
alternate insurance coverage for the Company's employees.  Because of the nature
of the Company's business in construction  services,  the cost of this insurance
for the Company's  on-site employees is higher relative to the cost of insurance
coverage for the Company's office personnel. When construction work is performed
on behalf of the  Company by  subcontractors,  the  subcontractors,  and not the
Company, pay the direct costs of insurance for the construction  workers.  There
is no assurance that subsequent  changes in laws or regulations  will not affect
the Company's operations adversely.

     14.  Possible  Need For Future  Financing.  The Company  believes  that the
proceeds of the Company's  proposed  Offering  will enable it to accomplish  the
purposes set forth above,  although  there can be no assurance that this will be
the case. If the proceeds of the Offering are not sufficient,  the Company would
be required to seek  additional  financing  to enable it to conduct its business
operations.  There can be no  assurance  that the Company will be able to obtain
such financing on acceptable  terms.  Any such  additional  financing may entail
substantial  dilution  of the equity of the  then-existing  stockholders  of the
Company.   The  availability  of  additional  financing  may  be  restricted  by
provisions in the underwriting  agreement with the Representative  that require,
for a period  of 12 months  after  the  Company's  proposed  Offering,  that the
Company obtain the Representative's  permission in order to issue securities for
financing purposes.

     15. Potential  Conflicts Of Interest.  Potential  conflicts of interest may
arise between the Company and its officers and  directors.  Although each of the
Company's officers and directors is committed to devote full working time to the
business of the Company,  they also may be engaged in other business activities.
If these  business  activities  are of the  same  type as  those  engaged  in or
contemplated  by the Company,  conflicts  of interest  will arise in the area of
corporate  opportunities  or in the area of conflicting  time  commitments  with
respect to the officers and directors of the Company. Conflicts of interest also
will develop with respect to any contractual  relationships  that may be entered
into between the Company and any of its officers  and  directors.  See "ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS--Conflicts Of Interest Policy".

     At the  present  time,  there are not any  material  conflicts  of interest
between the Company and any of its officers or  directors,  except to the extent
that their respective positions as large stockholders might present conflicts of
interest  and  except  to the  extent  that a  consulting  arrangement  with one
director might present conflicts of interest.  A previously existing conflict of
interest was resolved in May 1994 when AIC Management, Inc. merged with and into
the Company. At the time of the merger, AIC Management,  Inc. owned the land and
buildings that are utilized for the Company's  administrative offices as well as
its metal buildings  manufacturing  facility.  The shareholders and directors of
AIC Management,  Inc. at the time of the merger were Messrs. Clemons, Farrar and
Wilson,  who are the three largest  stockholders and three of the four directors
of the Company.

     The  Company  has  established  a policy  pursuant  to which  the  Board Of
Directors will consider transactions with officers,  directors, and shareholders
of the Company and their  respective  affiliates.  Pursuant to this policy,  the

                                       7

<PAGE>


Board Of Directors will not approve any  transaction  unless it determines  that
the terms of the  transaction  are no less  favorable  to the Company than those
available from unaffiliated parties. Because this policy is not contained in the
Company's  Certificate  Of  Incorporation  or  Bylaws,  the policy is subject to
change by the Board Of Directors, although it currently is not contemplated that
the policy will be changed. In addition,  in the event any conflicts of interest
arise with  respect to any  officer or  director  of the  Company,  the  Company
anticipates  that its  officers  and  directors  will  exercise  their  judgment
consistent with their fiduciary  duties arising under the applicable state laws.
There can be no assurance  that all  conflicts  of interest  will be resolved in
favor of the Company.

     16.  Lack Of  Outside  Directors.  At the  present  time,  only  one of the
Company's directors is not also an officer and employee of the Company. However,
this director also serves as a paid consultant to the Company, which may present
conflicts of interest.  See above,  paragraph  No. 15,  "Potential  Conflicts Of
Interest".

Description Of Business

     Within its construction and manufacturing operations,  the Company operates
three  specialty   divisions:   (i)   mini-warehouses   and  other  self-storage
facilities;  (ii)  the  manufacture  of metal  buildings  and  structural  steel
projects;  and (iii) cold storage buildings,  including refrigerated and freezer
facilities. The actual manufacturing,  construction and other operating services
related to these are generally provided  separately by the particular  specialty
division of the Company, and the administrative or non-construction services are
provided  by  the  same  marketing,  accounting,  billing,  collection,  capital
financing,  in-house  legal,  and other general  administrative  portions of the
Company.  Set  forth  below  is a  description  of each of the  three  specialty
operations of the Company.

                         Construction Of Mini-Warehouses
                         -------------------------------

     During each of the fiscal  year ended  April 30, 1997 and the three  months
ended July 31, 1997, the Company realized  revenue of approximately  $17 million
and $6.0 million,  respectively,  from its mini-warehouse construction.  For the
fiscal  years ended April 30, 1996 and 1995,  the  Company's  revenue  from this
division  was  $20.6  million  and  $11.5  million,   respectively.   Generally,
mini-warehouse  projects are undertaken in one of the following  three ways: (1)
the  Company is engaged to provide  all  aspects of the  project  from  breaking
ground to turnkey installation; (2) the Company is engaged as a subcontractor to
provide the building frame, the walls, roof and interior partitions; and (3) the
Company  is engaged to convert  existing  buildings,  such as office  buildings,
strip  centers,  warehouses and  manufacturing  buildings,  into  mini-warehouse
facilities.  In all three of the above situations,  the Company provides its own
trained  job  foreman  and  crew  to  erect  the  steel  portion  (walls,  roof,
partitions) and subcontracts the remaining work to regional contractors.

     Approximately 19 percent of the Company's mini-warehouse  construction work
currently  is being  undertaken  on behalf of U-Haul Inc.  For the fiscal  years
ended April 30, 1997 and April 30, 1996, U-Haul Inc.  represented  approximately
43  percent  and  39  percent,  respectively,  of the  Company's  mini-warehouse
construction business although the Company has also transacted construction work
for Public  Storage,  Inc.,  Shurguard  Corporation,  and other  companies.  The
Company believes that it is the contractor for approximately 25 to 35 percent of
U-Haul  Inc.'s  mini-warehouse  construction  business  and that the  Company 's
relationship with U-Haul Inc. continues to be favorable.

                                       8

<PAGE>


     The  Company  employs   approximately  90  people  for  its  mini-warehouse
construction  business  including  a chief  operating  officer,  a  construction
manager, one architectural  draftsperson,  three project managers, an operations
coordinator,  a  project  assistant,  an  executive  secretary,  two  purchasing
department employees, four estimators, four draftspersons, two salespeople, nine
field superintendents, and 50 to 60 erection crew members.

                         Manufacture Of Metal Buildings
                         ------------------------------

     The  Company  provides  different  variations  of  services  in  its  metal
buildings and metal roof activities.  Most often, the Company will be engaged to
pre-engineer,  prepare construction  drawings,  manufacture the building frames,
procure  all  non-structural  steel,  sheeting  and trim,  and then  ship  these
products to the customer,  with the customer being  responsible for erection and
installation as well as site preparation for the building.  The Company also may
be engaged, in some instances,  in the actual erection of the building. In other
situations,  the Company may be engaged only to provide the material  components
or to provide  the frame  itself in the form of cut and  welded  pieces of steel
that are based on drawings  provided by the customer.  In all cases, the Company
generally  will rely on the  owner's  being  responsible  for site  preparation,
including work on the slab or other foundation.

     The Company's metal buildings  division also provides both conventional and
pre-engineered  building face lifts and retrofits,  and performs the dismantling
and relocation of metal buildings. The experience and knowledge to provide these
services are a natural by-product of the other services provided by the Company.

     For the fiscal  year ended April 30,  1997 and for the three  months  ended
July 31, 1997, the Company realized  approximately $15 million and $3.4 million,
respectively,  in gross  revenues  from its metal  buildings  manufacturing  and
construction  services.  Approximately  $2.3  million,  or 7  percent,  of these
revenues  for the 1997  fiscal  year,  and  approximately  $.9  million of these
revenues, or 8.6 percent, for the three months ended July 31, 1997 resulted from
international  sales  despite  the  fact  that  the  Company  has  virtually  no
continuing  marketing effort for international sales. For the fiscal years ended
April 30, 1996 and 1995,  the  Company's  revenue  from this  division  was $9.2
million and $10.0 million, respectively.

     The Company has  determined  to  concentrate  its metal  building  division
activities  on  international  sales,  from which the  Company  believes it will
derive higher margins.  Accordingly,  the Company will not pursue domestic sales
of metal buildings except in isolated situations,  if any, that it believes will
have high margins.  The Company also has determined to close its metal buildings
manufacturing  facility and to utilize outside  contractors  for  manufacturing.
This will reduce the number of employees in the metal building  division from 25
to three.

     On October 27, 1997, the Company sold  substantially  all its equipment and
inventory that had previously been utilized in the metal buildings division, and
paid the net  proceeds to reduce  amounts  owed to the  Supplier  The  equipment
purchasers also agreed, among other things, to lease the manufacturing  facility
from the Company on a  month-to-month  basis and to process any metal  buildings
manufacturing orders from the Company at a pre-determined fixed price per ton of
steel.  The  Company  believes  that the  metal  buildings  division  will  have
significantly  lower sales revenue but generate  greater gross margins under the
new operating structure.

     The  Company  believes  that it  could  increase  its  international  metal
buildings  manufacturing  and  construction  services  significantly  through  a
marketing  program that would entail  attendance at trade shows and direct sales
visits to U.S. based companies with international operations.  These two methods


                                       9

<PAGE>


of  expansion   appear   preferable  to  attempting  to  establish   more  sales
representatives.  The Company believes that international expansion is desirable
at this time because (i) there does not appear to be local  competition  in most
countries,  (ii) international  projects tend to have higher margins,  and (iii)
with respect to Mexico in particular,  the North  American Free Trade  Agreement
("NAFTA")  significantly  reduces taxes and makes transportation of products and
materials both easier and less  expensive.  The Company  believes it may be at a
competitive advantage for international business because its metal buildings are
generally more simple to erect, the Company is better able to provide  continued
service  after the  completion of the  transaction,  and the Company tends to be
able to customize  its  proposals to deal with  international  needs that may be
different from those for domestic  projects.  Because the Company's metal frames
generally  include more of the component  pieces already welded on than those of
its competitors, they are simpler to erect.

     The metal buildings sold by the Company utilize steel frames and steel roof
materials,  however  the walls can be made of brick or any other  material.  The
Company believes it is at a competitive  advantage in bidding projects utilizing
non-steel  materials for the walls because most of its competitors prefer to use
metal walls that they manufacture and thereby increase their profit, whereas the
Company purchases all walls from other companies, regardless of whether they are
metal, and therefore,  there is no incentive for the Company's bids for projects
with non-steel walls to be structured to favor the steel wall alternative.

     There are approximately  three full-time and one part-time employee working
in the metal buildings division,  including one salesperson,  one estimator, and
one administrative person.

        Construction Of Cold Storage (Refrigerated And Freezer) Buildings
        -----------------------------------------------------------------

     The Company's  cold storage  construction  services are performed  with the
Company serving either as a specialty subcontractor that is responsible only for
constructing  the  refrigerated  or freezer  portions of the  building,  or as a
general contractor that is responsible for the entire building. When the Company
acts in the capacity of a general  contractor,  it subcontracts out most aspects
of the construction that do not deal directly with the cold storage function.

     For the fiscal year ended April 30,  1997 and the three  months  ended July
31,  1997,  revenue  from  cold  storage  construction  services  accounted  for
approximately $1.7 million and $.5 million,  respectively.  For the fiscal years
ended April 30, 1996 and 1995, the Company's revenue from this division was $1.4
million and $2.8 million, respectively.

     Much of the business and many of the  referrals in the cold storage line of
business are influenced heavily by a contractor's  financial condition,  bonding
capacity,  and rapidity of payment. The Company believes that as a result of the
Company's proposed Offering,  it will improve its financial condition,  increase
the frequency of payment of its accounts,  and obtain more  desirable  terms for
its bonding arrangements and material purchases.  These factors are particularly
important in obtaining cold storage  construction  business  because a very high
percentage of the referrals for cold storage  construction  come from suppliers,
and the  suppliers  tend to favor those  construction  companies  that pay their
bills on a timely basis. In addition, a high percentage of the work available in
cold  storage  construction  is for  companies  with  national or  international
operations.   Financial  strength  and  bonding  ability  are  considered  quite
important by companies of that nature.

     Competition in cold storage construction is highly specialized and limited.
The Company  believes  that if it is able to improve the timing of its  payments
and its credit standing,  it will lower its costs by obtaining better terms from
suppliers and increase its business by the improved  supplier  relationships and
image of the Company.  It also  believes  that its business  will improve to the
extent  that any of the  Offering  proceeds  are spent on  additional  marketing
activities.

                                       10

<PAGE>


     Personnel  involved in the  Company's  cold storage  construction  services
include a chief operating  officer, a vice president of operations of field work
and purchasing, a general superintendent,  a site supervisor,  an administrative
secretary and eight construction crew members.

Backlog

     As of July 31, 1997 the Company had an aggregate  backlog of  approximately
$16.6 million, including a backlog of $3.8 million related to its metal building
manufacturing division, $12.2 million related to its mini-warehouse construction
division, and approximately $.6 million related to its cold storage construction
division. The Company expects to complete all of this backlog by April 30, 1998.
By  comparison,  as of July 31, 1996,  the Company had an  aggregate  backlog of
approximately  $23.5 million in the  respective  amounts of $9.5 million,  $12.3
million,  and  $1.7  million  related  to  its  metal  building   manufacturing,
mini-warehouse   construction,   and  cold   storage   construction   divisions,
respectively.

Industry Environment

     Management believes that the current industry  environment  complements the
Company's  plan to  focus on its  three  types of  specialty  manufacturing  and
construction  services.  The demand for mini-warehouses and pre-engineered metal
buildings has increased dramatically in the past few years. The Company believes
that the demand for these  structures will continue to increase,  and that it is
well  positioned  to meet this  demand  because of its  expertise  and  business
reputation in these areas. Management also believes that the general increase in
the level of business  internationally,  coupled with the  Company's  ability to
service those areas and the relatively low level of competition  for the Company
in many of those areas,  also  positions the Company  extremely well for growth,
most particularly with respect to cold storage and metal buildings. See "ITEM 1.
BUSINESS-Disclosure   Regarding   Forward-Looking   Statements   And  Cautionary
Statements-Cautionary  Statements-No.  9.  Previous  Unprofitable  International
Operations".  Although  there is no assurance that the growth of the industry or
of the Company will continue, the Company believes its business will continue to
increase and that it will benefit from a future increase in new  construction in
these and other areas.

Business Plan And Strategy

     Management of the Company believes that the Company's  significant business
experience,  quality of services,  client relationships and efficient operations
are  attributes  that will  enable the  Company to  continue  to progress in the
current industry environment.

     Management's  business  plan and  strategy in  following  through  from the
Company's proposed Offering is summarized as follows:

                            Increase Business Volume
                            ------------------------

     Strengthen   Financial   Condition  And  Increase  Bonding   Capacity.   By
strengthening its financial condition,  the Company recently has increased,  and
anticipates it will be able to further increase, its bonding capacity.  Based on
its financial  results for the fiscal year ended April 30, 1996, the Company was
able to increase its bonding capacity for a single job from $250,000 to $500,000
and  its   aggregate  bonding  capacity  from  approximately  $1.5  million  to



                                       11

<PAGE>

$2.5 million. It is anticipated, based on discussions with the Company's bonding
agent, that as a result of the Company's proposed Offering the Company's bonding
capacity  would  increase to $5 million per job and that its  aggregate  bonding
capacity also would increase significantly;  however, there is no assurance that
this will occur.  Each increase in the Company's  bonding  capacity  expands the
number,  nature and size of  contracts  that are  available  for the  Company to
submit bids.

     Undertake  Planned  Domestic  And  International  Marketing  Programs.  The
Company  intends to utilize a portion of the proceeds of the Company's  proposed
Offering to undertake  planned  domestic and  international  marketing  programs
through   attendance  at  industry  trade  shows,   direct  sales  visits,   and
advertisements  in  publications.  In the past,  the Company has not budgeted or
expended a significant  or otherwise  meaningful  amount of funds for marketing.
Management of the Company  believes  that because of the  Company's  experience,
reputation and  expertise,  a planned  marketing  effort should be successful in
deriving new  business;  however,  there is no  assurance  that this will be the
case.   Management  of  the  Company   believes  that  despite  past  losses  in
international  markets,  it will be able to operate  profitably in international
markets in the future.  This is based on the Company's belief that because it is
accustomed to undertaking  projects in areas  geographically  separated from its
home office,  it will be better suited to serving  customers in foreign  markets
than  competitors  that  generally  operate in proximity to their home base. The
Company  also  believes  that it will be able to operate  profitably  in foreign
markets  because it believes the demand in those markets  currently  exceeds the
availability   of   qualified   companies   to  service   them.   See  "ITEM  1.
BUSINESS-Disclosure   Regarding   Forward-Looking   Statements   And  Cautionary
Statements-Cautionary  Statements-No.  9.  Previous  Unprofitable  International
Operations".

     Increase  Business  Referrals From  Suppliers And Other Business  Contacts.
Management of the Company believes that this Offering will enable the Company to
have  sufficient  working  capital  to be more  timely in  payment  of its trade
accounts and that this,  together with other  aspects of its improved  financial
condition,  will result in an increase  in  business  referrals  received by the
Company from its suppliers and other business contacts.  Nevertheless,  there is
no assurance that this will occur.

                       Increase Margins And Profitability
                       ----------------------------------

     Decrease  Bonding  Costs.  During each of its fiscal  years ended April 30,
1997 and 1996,  the Company paid  aggregate  premium  expenses of  approximately
$51,000  and  $38,000,  respectively,  or  approximately  two  percent  and four
percent,  respectively,  of the  respective  gross  contract  price,  to  obtain
performance bonds for its work.  Management believes,  based on discussions with
its bonding agent,  that the  improvement in the Company's  financial  condition
resulting from the Offering will enable the Company to obtain  performance bonds
for a  premium  cost of 1.5 to 2.0  percent  of the  respective  gross  contract
prices;  however there is no assurance that this will occur.  Although the total
amount  that would have been saved in bonding  costs  during each of fiscal 1997
and  fiscal  1996  is  limited,  future  savings  are  anticipated  to  be  more
significant because the Company believes that in the future it will be utilizing
greater amounts of performance  bonds because of the increased  bonding capacity
it believes  will be  available.  See  "-Increase  Business  Volume:  Strengthen
Financial Condition And Increase Bonding Capacity" above.

     Decrease Overall Cost Of Metal Building  Manufacturing.  As a result of the
successful  completion of the Company's  proposed  Offering and reduction of the
Note to the Supplier,  the Company  believes it will be able to obtain  purchase
discounts on metal building components, which will enable it to increase margins
and  profitability;  however there is no assurance that these purchase discounts
will be  available.  The Company also  believes it will  increase its margins by
contracting out its  manufacturing  and by concentrating on international  sales
for metal buildings.

                                       12

<PAGE>


                    Management's Plan To Remove The Threat To
              The Company's Ability To Continue As A Going Concern
              ----------------------------------------------------

     As a result of the Company's losses incurred in the fiscal year ended April
30, 1997 (approximately $4.2 million,  including a non-recurring  charge of $1.7
million),  the  Company's  working  capital  position  and  ability to  generate
sufficient  cash  flows  from  operations  to meet  its  operating  and  capital
requirements has further  deteriorated and these matters raise substantial doubt
about the Company's ability to continue as a going concern without completion of
the Company's proposed Offering or a substantial infusion of equity capital. The
Company  believes that it will be  successful in removing the threat  concerning
its ability to continue  as a going  concern by adhering to closer and  stricter
scrutiny of its  contract  bids and  utilizing  the  estimated  net  proceeds of
approximately  $2.38  million from the  Company's  proposed  Offering to achieve
profitability  through lower  interest and bonding costs and expanded  volume as
described  above under  "Increase  Business  Volume" and  "Increase  Margins And
Profitability".  Management  believes that approximately $1.0 to $1.2 million of
the proceeds  from the Company's  proposed  Offering are necessary to remove the
threat  concerning the Company's ability to continue as a going concern and that
if the Offering is  completed,  the proceeds  from the Offering  will enable the
Company to continue operating for the foreseeable future at its current level of
operations. There is no assurance these results will occur even if the Company's
proposed  Offering is  consummated.  If this does not occur,  the  Company  will
pursue other sources of financing, but there is no assurance any other source of
financing will be available.

     The  Company  is  current  in its  obligations  to all  lenders  and  major
suppliers except for the Supplier described in "Indebtedness To Major Supplier",
below,  and except for the holders  (the  "Noteholders")  of $300,000  principal
amount of, and  approximately  $45,000 accrued interest on, certain  outstanding
unsecured   notes.  The  Supplier  has  indicated  that  it  has  no  intent  of
accelerating  payment  on any  obligations  as  long as the  Company's  proposed
Offering is  completed.  The Supplier has not  indicated  what it will do if the
Offering is abandoned or otherwise  terminated  unsuccessfully.  The Company has
requested  that  the  Noteholders  extend  their  notes  or  otherwise  wait for
completion of the Offering before requiring payment.  There is no assurance that
the Noteholders will comply with this request.

     As a result of the losses incurred during fiscal year ended April 30, 1997,
the audit report of the Company's  independent  auditors indicates that there is
substantial  doubt  concerning  the  Company's  ability to  continue  as a going
concern  without  a  substantial  infusion  of  equity  capital,  such  as  that
contemplated from the Company's  proposed  Offering.  The implication of this to
investors is that  successful  completion of the Offering (or an equity infusion
from another  source) is necessary for the Company to continue  operations.  See
"ITEM  1.   BUSINESS-Disclosure   Regarding   Forward-  Looking  Statements  And
Cautionary  Statements-Cautionary  Statements-No. 1. Substantial Doubt About The
Company's  Ability To Continue As A Going Concern  Without  Completion Of Public
Offering",  "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS", and Note 2 to the Financial Statements.

Marketing

     The  Company  obtains  business  primarily  through  repeat  business  from
previous and existing customers and recommendations  from customers and vendors.
As indicated  elsewhere in this Annual Report on Form 10-K, the Company  intends
to utilize a portion of the  proceeds  of the  Company's  proposed  Offering  to
undertake a marketing  program that includes trade show  attendance,  sales call
visits,  and advertising.  Management  believes that a marketing program of this
nature will have a positive  impact on the  Company's  business.  See  foregoing
subsections under "Description Of Business".

                                       13

<PAGE>


Reliance On Major Customers

     During the three months ended July 31, 1997 and the fiscal year ended April
30,  1997,  one  of  the  Company's  customers,   U-Haul,  Inc.,  accounted  for
approximately $2.0 million and $7.3 million,  respectively,  or approximately 19
percent and 22 percent,  respectively,  of the Company's total revenues. For the
fiscal year ended April 30, 1996, U-Haul,  Inc.  represented $8.1 million, or 26
percent,  of the Company's total revenues.  Although the loss of U-Haul,  Inc.'s
business  could have a  material  adverse  effect on the  Company,  the  Company
believes  that  this is  unlikely  to  occur  in the  near  future  and that the
potential  effect  on the  Company  will  decrease  over  time as the  Company's
revenues from other customers increase.

Subsidiaries

     C.H.O.A.  Construction Company ("C.H.O.A.") was formed in September 1993 to
perform general  construction  services in the State of Louisiana.  C.H.O.A. was
formed as a Louisiana  corporation  and  originally  was owned 80 percent by the
Company  and  20  percent  by  a  general  contractor   licensed  in  Louisiana.
Subsequently,  the  Company  acquired  the 20  percent  minority  interest,  and
C.H.O.A. became a wholly-owned subsidiary of the Company. C.H.O.A. was dissolved
on September 13, 1996.

     L. Campbell  Construction,  Inc.  ("Campbell") was formed as a wholly-owned
subsidiary of the Company in order to handle the  Company's  turnkey and general
construction  operations.  Campbell was incorporated under the laws of the State
of Texas in January  1991.  Since its  inception  in January  1991,  much of the
general  construction  work has been  performed  by the Company  directly  under
agreement with U-Haul. Consequently, the Company has little or no future need to
perform general  construction  operations under Campbell and expects to dissolve
Campbell or merge Campbell with and into the Company.  Campbell currently has no
assets and no liabilities.

     In November 1994, two  wholly-owned  subsidiaries of the Company,  American
International  Thermal Systems,  Inc. ("AI Thermal") and American  International
Building  Systems,  Inc. ("AI Building"),  merged with and into the Company.  AI
Thermal   performed   cold  storage   construction   services  and  AI  Building
manufactured metal buildings and structural steel projects. The Company performs
these same services through two of its divisions.

     In May 1994, AIC Management,  Inc. ("AIC Management")  merged with and into
the Company.  Before the merger,  AIC  Management  was  wholly-owned  by Messrs.
Clemons,  Farrar and  Wilson,  each of whom is an  officer,  director  and 29.47
percent  stockholder of the Company.  AIC Management was formed in February 1987
to provide  management and  consulting  services to the  construction  industry,
however all such services were provided to the Company. Prior to the merger, AIC
Management owned the Company's office building and warehouse/assembly  plant and
leased them to the Company.

     In August 1994 and November 1994,  respectively,  the Company dissolved two
of its inactive,  wholly-owned  subsidiaries,  Belko Construction,  Inc. and AIC
Export Corporation.

                                       14

<PAGE>


Indebtedness To Major Supplier

     As  of  October  31,  1997,  the  Company  owed  its  major  supplier  (the
"Supplier")  of metal  building  components  $2,461,738 in accounts  payable and
$1,798,885 in principal  and interest  under a note (the "Note") dated April 24,
1996 executed by the Company.  The Note is payable in  installments  and accrues
interest  at one  percent  above the prime rate  designated  in The Wall  Street
Journal.  The Company is required to make consecutive weekly payments of $11,537
for outstanding  accrued  interest and principal,  until April 24, 2001 when the
Note will have been paid in full. The Company, which has the right to prepay the
Note in full or in part at any time without  penalty,  intends,  and is required
under the Loan  Agreement,  to pay $1,000,000 from the proceeds of the Company's
proposed  Offering to reduce the accounts payable to the Supplier.  See "ITEM 1.
BUSINESS-Disclosure   Regarding   Forward-Looking   Statements   And  Cautionary
Statement-Cautionary Statements-No. 3".

     Pursuant to the Loan Agreement  effective  April 24, 1996 between and among
the  Supplier,  the  Company,  and Danny and  Teresa  Clemons,  Ralph and Judith
Farrar,  Jim and  Shirley  Williams  and  John  Wilson  (collectively,  the five
individuals  are  referred  to as the  "Guarantors"),  the Note is  secured by a
blanket  security  interest  in  all  the  Company's  accounts,  equipment,  and
inventory,  whenever  acquired,  and all  proceeds  and  products of such assets
(collectively, the "Collateral"),  subject only to security interests previously
granted to FCLT, L.P., a Texas limited  partnership.  The Collateral secures the
Note and all other obligations of the Company to the Supplier.  The Company also
must  provide  the  Supplier  with  monthly  financial  statements  prepared  in
accordance with generally accepted accounting principles and with audited annual
financial  statements that are not subject to a  qualification  of the auditors'
opinion.  The Loan Agreement  prohibits the Company from assuming any additional
liabilities except for (a) accounts payable and unsecured liabilities to vendors
and  suppliers,  (b) up to $500,000  of private  placement  debt,  and (c) those
expenditures for goods and services  incurred in the ordinary course of business
on ordinary trade terms.  The Company also is prohibited  from: (i) compensating
any of the Guarantors who are employees of the Company in excess of $150,000 per
year during the term of the Loan  Agreement,  (ii) making any  advances to third
parties other than in the ordinary  course of business and advances to employees
for emergencies up to $25,000,  (iii) investing in any other third parties, (iv)
making  any  capital  expenditure  in excess of $25,000  or  cumulative  capital
expenditures in excess of $120,000 in the aggregate annually, except for capital
expenditures  made with proceeds of the Company's  proposed  Offering and except
for trade debt  incurred in the ordinary  course of business,  (v)  declaring or
paying   dividends,   (vi)  changing  its  corporate   organization  by  merger,
consolidation,  joint venture or any other method without the written consent of
the  Supplier,  (vii)  substantially  changing its  management  personnel or the
general  character of its business,  and (viii)  permitting the ratio of each of
its current  assets to current  liabilities  to decrease  below 60 percent,  but
notwithstanding  the  foregoing,  the Loan Agreement  expressly  states that the
Company is in no way inhibited or prohibited from  undertaking an initial public
offering of stock.  Pursuant to the Note and/or the Loan  Agreement,  if (a) any
terms,  covenants, or other obligations under the Loan Documents are breached or
any  representation or warranty is incorrect or materially  misleading,  (b) any
judgment  against any the Company remains  undischarged for a period of 90 days,
(c) any Guarantor  shall be adjudicated  bankrupt or dies and the life insurance
proceeds  are not first  applied  to repay the Note,  (d) the  Company  makes an
assignment  for the benefit of  creditors,  files a petition in  bankruptcy,  is
adjudicated bankrupt or becomes insolvent,  or (e) the Company fails to maintain
earnings before interest expense equal to at least 1.5% of gross revenues,  then
all the outstanding  amounts due under the Note shall become immediately due and
payable.  In  addition,  upon the  occurrence  of any of the above  events,  the
Supplier  may  exercise  its right of offset  against the  Collateral.  The Loan

                                       15

<PAGE>


Agreement  terminates upon the satisfaction of all obligations of the Guarantors
and the Company under the Loan Documents.  As of April 30, 1997, the Company was
in default of a number of covenants under the Loan  Agreement,  and the Supplier
agreed to waive these  defaults.  See "ITEM 1.  BUSINESS  -Disclosure  Regarding
Forward-Looking Statements And Cautionary  Statements-Cautionary  Statements-No.
3. Outstanding Indebtedness".

     Also  pursuant  to the terms of the Loan  Agreement,  the  Company  and the
Supplier  have agreed that,  prior to  commencement  of the  Company's  proposed
Offering,  the Supplier  may review a draft of the  Prospectus  or  Registration
Statement used in connection with the Company's  proposed  Offering and that the
Company and the Supplier will attempt to cooperate  with one another in agreeing
upon  language  in the  Prospectus  or  Registration  Statement  relating to the
Supplier.

     Pursuant to the Security  Agreement-Pledge  effective  April 24, 1996,  the
Company and  Guarantors  pledged to the Supplier all the issued and  outstanding
stock of the Company and its subsidiaries  that they  respectively own, and they
agreed not to transfer or otherwise encumber any of these shares during the term
of the Loan Agreement.  Further, the Company and Guarantors executed Irrevocable
Limited  Stock Powers  appointing  the  Supplier's  legal counsel as attorney to
transfer  the above stock to the  Supplier  in the event of a default  under the
Loan  Documents.  The shares  pledged as  collateral  are to be  returned to the
Guarantors and the Company upon the payment of all amounts due under the Note.

     The Guarantors  also executed  Continuing  Guarantees to the Supplier which
fully  guaranteed  all  outstanding  amounts  due under the Note in the event of
default under the Loan Documents.

FCLT Loans

     As of July  31,  1997,  the  Company  owed  FCLT,  L.P.,  a  Texas  limited
partnership ("FCLT"), an aggregate of approximately  $322,000 (the "Debt") under
two loan agreements. See "ITEM 1. BUSINESS -Disclosure Regarding Forward-Looking
Statements And Cautionary  Statements-Cautionary  Statements-No.  3. Outstanding
Indebtedness".

     One loan is evidenced by a promissory  note in the face amount of $414,000,
with an outstanding  principal balance of $247,000 at July 31, 1997. The Company
is required to make monthly payments on this note, including interest, of $4,907
to FCLT until June 1998,  at which time all  outstanding  principal and interest
become  payable.  The other loan is evidenced  by a promissory  note in the face
amount of $180,000, with an outstanding principal balance of $75,000 at July 31,
1997. The Company is required to make monthly  payments on this note,  including
interest,  of $1,175 to FCLT  until June  1998,  at which  time all  outstanding
principal and interest become payable. The Company's aggregate monthly payments,
including  interest,  currently  are  $6,082 to FCLT.  Interest  accrues  on the
outstanding  Debt at the rate of 10 percent per annum until  maturity and at the
rate of 18 percent per annum after  maturity.  The Company may prepay part of or
all the Debt at any time without penalty.

     The Debt is secured by two Deeds of Trust on the Company's real property on
which the Company's  offices and  warehouse/assembly  plant are located.  In the
event that the Company sells any of this property, FCLT has the right to declare
the entire outstanding Debt immediately due and payable.  The Debt is guaranteed
by each of Messrs. Wilson, Clemons and Farrar.

                                       16

<PAGE>


Government Regulation

     The Company's business is subject to a variety of governmental  regulations
and  licensing  requirements  relating  to  construction  activities.  Prior  to
commencing  work on a project in the United  States,  the Company is required to
obtain building permits and, in some jurisdictions, a general contractor license
is  required  by the state or local  licensing  authorities.  In  addition,  the
construction  projects  are  required  to meet  federal,  state and  local  code
requirements relating to construction, building, fire and safety codes. In order
to  complete a project and obtain a  certificate  of  occupancy,  the Company is
required to obtain the approval of local authorities  confirming compliance with
these requirements.

     The Company is subject to similar and  sometimes  more  onerous  government
regulations  and  licensing  requirements  of any foreign  countries in which it
operates.  Although the Company has not researched  the  applicable  laws of all
foreign  countries,  the Company is not aware of any significant  impediments to
doing business in most other countries.  If significant  impediments do arise in
certain countries, the Company does not intend to pursue business there.

Employees

     The Company has approximately  120 employees  including its Chief Executive
Officer,  the  Presidents  for each of its three  divisions,  an in-house  legal
counsel, one Vice President,  one construction  manager,  five project managers,
two operations coordinators, four estimators, five draftsmen, three salesmen, 20
superintendents,  50-60 construction  employees,  one purchasing manager and one
purchasing   coordinator,   five  accounting  personnel  and  four  secretarial,
administrative and clerical employees.

     There  are  no  family  relationships  among  the  Company's  officers  and
directors.

ITEM 2.  PROPERTIES

     The Company occupies approximately 16,000 square feet of space in an office
building  and also  owns  21,450  square  feet of space in a  warehouse/assembly
plant/office at 14603 Chrisman,  Houston,  Texas. Both buildings,  together with
the approximately 7.3 acres on which they are located, are owned by the Company.
The office  building  includes  offices for the  Company's  metal  buildings and
mini-warehouse  operations  as  well  as for the  Company's  administrative  and
financial operations.  The  warehouse/assembly  plant/office  currently is being
leased to another party on a month-to-month basis. Both buildings are encumbered
by the Debt  described  under  "ITEM 1.  BUSINESS - FCLT  Loans" and by the Note
described under "ITEM 1. BUSINESS - Indebtedness To Major Supplier". The Company
also  leases 824 square  feet of space in Conroe,  Texas,  for its cold  storage
construction services.

ITEM 3. LEGAL PROCEEDINGS

     No material  legal  proceedings,  other than  ordinary  routine  litigation
incidental  to the business of the Company are pending in which the Company is a
party, or to which the property of the Company is subject,  and no such material
proceeding is known by management of the Company to be contemplated.

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

     Not applicable.

                                       17

<PAGE>


                                     PART II

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

     Market Information.  There is not any established public trading market for
any of the registrants common equity.

     Holders. On October 31, 1997 the number of stockholders of record was 37.

     Dividends.  The  Company  has not  paid  any cash  dividends  to  date.  As
indicated under "ITEM 1. BUSINESS-Indebtedness To Major Supplier", the Company's
Note to the Supplier  prohibits the payment of any  dividends  until the Note is
paid in full. The Company  currently  intends to retain its future earnings,  if
any, to fund the development and growth of its business and, therefore, does not
anticipate paying cash dividends on its Common Stock in the future.

     Recent Sales Of Unregistered Securities.  In July 1996, the Company sold an
aggregate of 500,100  shares of Common Stock,  3,000,000  Common Stock  purchase
warrants,  and $300,000  aggregate  face amount of promissory  notes in reliance
upon exemptions pursuant to Section 4(2) and 4(6) of the Securities Act of 1933,
as  amended  (the  "Securities  Act").  These  securities  were  sold  solely to
accredited  investors  in 300  units at a price of $1,000  per  unit.  Each unit
consisted of 1,667 shares of Common Stock,  10,000 Warrants,  and one promissory
note in the face amount of $1,000.

     In January  1997,  pursuant to the  Company's  1994 Stock Option Plan,  the
Company  granted stock options to purchase an aggregate of 172,000 shares of the
Company's  Common Stock at a purchase price of $5.00 per share to 52 persons who
were  employed by the Company.  These grants were made  pursuant to an exemption
from registration  under Section 3(b) of the Securities Act pursuant to Rule 701
under the Securities Act. The Company's  obligation to issue options to purchase
127,000 shars terminated because of the termination of the employment of certain
recipients.

ITEM 6.  SELECTED FINANCIAL DATA

                      SELECTED CONSOLIDATED FINANCIAL DATA

     The selected  financial data of the Company presented below for each of the
years in the five-year  period ended April 30, 1997 are derived from the audited
consolidated  financial  statements  of the  Company  for  these  periods.  This
information  should  be read in  conjunction  with  the  Consolidated  Financial
Statements and Notes thereto and "ITEM 7.  MANAGEMENT'S  DISCUSSION AND ANALYSIS
OF FINANCIAL  CONDITION AND RESULTS OF  OPERATIONS " included  elsewhere in this
Annual Report.  The selected  consolidated  financial data provided below is not
necessarily  indicative  of  the  future  results  of  operations  or  financial
performance  of the  Company.

<TABLE>
<CAPTION>


                                             1993         1994        1995           1996       1997 
                                           --------     ----------------------------------------------

Statement of Operations Data:                     (In thousands except per share data)
-----------------------------

<S>                                         <C>         <C>           <C>          <C>         <C>    
Contract revenues                           $16,843     $25,845(1)    $24,317      $31,185     $33,350

Contract cost                                13,905         22,566     20,812       27,204      31,388

Gross profit                                  2,938          3,279      3,505        3,981       1,962

                                                           18

<PAGE>



Selling, general and administrative           3,091          3,303      3,021        3,359       3,839

Provision for doubtful accounts                  35            156         48           62         428

Bridge financing costs                          -0-            -0-        -0-          -0-     (1,305)

Interest and other financing costs             (192)          (219)      (188)        (184)       (308)

Write-off -IPO costs - capital                  -0-            -0-      (106)          -0-       (359)

Federal income tax expense                      -0-            -0-        -0-         (35)         -0-

Net income (loss) after pro forma
  income taxes                                 (361)          (420)        187          352     (4,197) (3)

Net income (loss) per share
 after pro forma income taxes(2)               (.12)          (.14)        .06          .12      (1.45)

Dividends paid per share                        .03            .01        -0-          -0-         -0-
-------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
 
                                             1993         1994          1995         1996        1997
                                           -------       ------        ------       ------      ------
Balance Sheet Data:                                         (In thousands)
------------------

Current Assets                              $3,058       $4,581        $4,163       $5,944      $7,297

Current Liabilities                          4,076        5,974         5,568        5,107      11,242

Working capital (deficiency)               (1,018)      (1,393)       (1,405)          837     (3,945)

Total assets                                 4,265        5,717         5,487        7,346       8,692

Long-term debt                                 519          495           454        2,422         327

Stockholders' equity (deficit)               (330)        (759)         (572)        (220)     (3,168)
-------------------------------------------------------------------------------------------------------
</TABLE>

(1)  See "ITEM 7.  MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION
     AND RESULTS OF OPERATIONS" for discussion of a  non-recurring  contract for
     $5.58 million that was performed during 1994.

(2)  Prior to its  acquisition  during  the  year  ended  April  30,  1994,  AIC
     Management,  Inc.  was a  nontaxable  entity.  Pro forma  income taxes were
     reflected  herein as if AIC Management,  Inc. had been a taxable entity for
     the periods preceding its acquisition.

(3)  Includes a pre-tax charge of $1,305,250 ($.45 per share) for the year ended
     april 30, 1997 and  $1,005,250  ($.35 per share) for the quarter ended July
     31, 1996 as the amortized  portion of the  non-recurring  pre-tax charge to
     earnings  for the 500,100  shares of the  Company's  Common Stock that were
     issued in connection with the issuance of $300,000 of unsecured  promissory
     notes in July 1996. This  non-recurring  charge was amortized over the term
     of the promissory notes.  Also includes a non-recurring  charge of $358,946
     at April 30, 1997 for the write-off of capitalized offering costs. See Note
     8 to "Notes To Consolidated Financial Statements" and "ITEM 7. MANAGEMENT'S
     DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS".

                                       19

<PAGE>




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

Results Of Operations

     The following  table sets forth for the periods  indicated the  percentages
that certain  items are of total  revenues and the  percentage of change of that
ratio from the corresponding year-earlier period:

<TABLE>
<CAPTION>

                                                                                     Percentage Change From 
                                      Percentage of Total Revenues                        Prior Period
                                 ----------------------------------------            ----------------------
                                                      Year Ended April 30
                                 --------------------------------------------------------------------------
                                   1995             1996             1997            1996              1997
                                   ----             ----             ----            ----              ----
Revenues:
<S>                               <C>              <C>              <C>              <C>                <C> 
  Contract revenues               100.0%           100.0%           100.0%           28.2%              7.8%
Costs and expenses:
  Contract costs                   85.6%            87.2%            94.1%           30.7%             15.4%
  Selling, general and
    administrative                 12.4%            10.8%            11.5%           11.2%             14.3%
  Provision for doubtful
    accounts                         .2%              .2%             1.3%           28.3%            596.5%
                                -------            -----            -----            ----             -----
  Private Placement
    financing costs                --               --                3.9%            --              100%
  Interest and other
   financing costs                   .8%              .6%              .9%           (1.9)%            67.1%
                                -------            -----            -----            ----             -----
Total costs and
  expenses:                        99.0%            98.8%           111.7%           28.0%             21.0%
                                -------            -----            -----            ----             -----
</TABLE>


     Year Ended April 30, 1997 Compared With Year Ended April 30, 1996

     For the year  ended  April 30,  1997,  the  Company  reported a net loss of
$(4,197,239)  or ($1.45) per share,  on revenues of $33,350,003 as compared with
net income of $351,570,  or $.12 per share,  on revenues of $31,184,828  for the
year ended April 30, 1996. The increase in net loss is primarily attributable to
the  following:  (a) the Company  recorded a  non-recurring  non-cash  charge of
$1,305,000  for  private  placement  costs and a  write-off  of  initial  public
offering  costs  of  $358,945;   (b)  the  Company's  gross  margins   decreased
approximately  $2,018,380  for the period ended April 30, 1997 as compared  with
the same  period of the prior  year;  (c) the  Company  incurred  an  expense of
$200,000 as a provision for doubtful  accounts  resulting  from its agreement to
settle a disputed  account  receivable by accepting  $200,000 less than the full
value of the account,  and (d) the Company deferred recognition of gross profits
of  $253,084  during  the  fiscal  year ended  April 30,  1997 for  self-storage
construction contracts.

     The total  margins  decreased  from 12.8% to 5.9% when  comparing  the year
ended April 30, 1996 with the year ended April 30, 1997.  This decreased  margin
is attributable  primarily to the metal building  division which earned revenues
of $15  million  with a  margin  of .4% for the year  ended  April  30,  1997 as
compared with earned  revenues of $9.2 million with a margin of 10% for the year
ended April 30, 1996.

     The mini-warehouse  division margins decreased to 9.9% on revenues of $16.7
million for the year ended April 30, 1997 as compared  with  margins of 13.8% on
revenues of $20.6 million for the year ended April 30, 1996. The Thermal Systems
division  earned  revenues of $1.7  million  with  margins of 15.7% for the year
ended April 30, 1997 as compared  with  revenues of $1.4 million with margins of
14.8% for the comparable period in 1996.

                                       20

<PAGE>


     Selling,  general and  administrative  expenses as a percentage of revenues
increased to 11.5% for the year ended April 30, 1997 as compared  with 10.8% for
the year ended April 30, 1996. This increase in percentage is primarily a result
of increasing  insurance  expenses.  The Company anticipates that, to the extent
that  revenues  continue  to  increase  in the  future,  of  which  there  is no
assurance, selling, general and administrative expenses will increase at a lower
rate.

     Interest expense increased  $123,569 from $184,277 for the year ended April
30, 1996 to $307,846  for the year ended April 30,  1997.  This  increase is the
result  of  the   conversion  of   non-interest-bearing   accounts   payable  to
interest-bearing Notes Payable to Supplier effective in April 1996.

     The  Company's  contract  backlog as of April 30, 1997 was $18.8 million as
compared  with $12.5  million as of April 30, 1996, an increase of $6.3 million,
which  is  attributable  to a  $5  million  increase  in  the  backlog  for  the
mini-warehouse  construction  division, a $1 million increase in the backlog for
the metal building  manufacturing  division,  and a $.3 million increase for the
thermal systems division.

     For  additional  discussions  concerning  recent  losses and the  Company's
ability  to  continue  as a going  concern,  see  "ITEM  1.  BUSINESS-Disclosure
Regarding  Forward-Looking   Statements  And  Cautionary   Statements-Cautionary
Statements-No. 1. Substantial Doubt About The Company's Ability To Continue As A
Going  Concern   Without   Completion  Of  A  Public   Offering"  and  "ITEM  1.
BUSINESS-Business   Plan  And  Strategy"   above  and  "-Liquidity  And  Capital
Resources" below.

     Fiscal Year Ended April 30, 1996  Compared With Fiscal Year Ended April 30,
1995

     For fiscal year ended April 30, 1996, the Company  reported a net profit of
$352,000  or $.12 per share,  on revenues of  $31,185,000  as compared  with net
profit of $187,000,  or $.06 per share, on revenues of $24,317,000 for the prior
year. The increased profit resulted primarily from increased revenues and from a
reduction in selling,  general and  administrative  expenses as a percentage  of
revenues,  which  decreased to 10.8% of gross revenues in fiscal 1996 from 12.4%
of gross revenues in fiscal 1995. See discussion  above of selling,  general and
administrative expenses for the six months ended October 31, 1996 for additional
information.

     The  increase  in  total  revenues  from  $24,317,000  in  fiscal  1995  to
$31,185,000  in fiscal 1996 is due primarily to a large increase in sales of the
mini-warehouses  and  other  general  construction   products.   Although  these
increased sales were realized at a lower overall gross profit margin, management
believes  that the increase in volume more than  justified  growth in this area.
The decrease in gross profit  margin was from 14.4% for fiscal 1995 to 12.7% for
fiscal 1996.

     The  Company's  contract  backlog  as of April 30,  1996  decreased  to $12
million from $13.3 million as of April 30, 1995, which is primarily attributable
to a lower volume of mini-warehouse  general construction  products.  From April
30, 1994 to April 30, 1995, the Company's  backlog  increased from $10.5 million
to $13.3 million,  which was primarily  attributable  to both the metal building
and min-warehouse general construction products.

                                       21

<PAGE>


     Interest expense  decreased by $4,000 even though gross revenues  increased
by almost $7 million  in fiscal  1996.  This was  primarily  due to a  favorable
financing agreement negotiated with its major supplier which allowed the Company
to  substantially   increase  its  existing  outstanding  accounts  payable  and
therefore reduce its borrowings to finance accounts receivables.

Liquidity And Capital Resources

     As of April 30,  1997 the  Company had  current  assets of  $7,297,000  and
current liabilities of $11,242,000,  which represents a negative working capital
of  $(3,945,000)  as compared with a positive  working capital of $837,000 as of
April 30,  1996.  The  $4,782,000  decrease  in  working  capital  is  primarily
attributable  to the loss incurred from operations for fiscal 1997 of $4,197,000
and the increase in current portion of long-term debt of $1,884,000.

     As of April 30, 1997,  the  Company's  cash balance  decreased  $106,000 as
compared  with the  balance  at April  30,  1996.  This  decrease  is  primarily
attributable  to the  Company's  operating  loss  during  fiscal  1997,  and the
Company's  utilizing  available  cash to reduce notes  payable and capital lease
obligations.

     The  Company's  net cash  flow is  materially  affected  by the  timing  of
payments of accounts  payable,  other amounts owed,  and  collection of accounts
receivable.  The  Company's  cash flow from  operations  decreased  $107,000 for
fiscal 1997 as compared with fiscal 1996 as a result of the Company's  loss from
operations,  which was  partially  offset by an increase in accounts  payable of
$51,600.

     For the fiscal year ending April 30, 1998,  the Company is planning to make
an aggregate of $50,000 of capital  expenditures,  which assumes the  successful
completion  of the  Company's  proposed  Offering.  The  current  maturities  of
long-term debt and capital lease obligations that are required to be paid during
fiscal 1998 are  approximately  $566,000  in the  aggregate.  Management  of the
Company believes that for fiscal 1998, the Company's  funding from the Company's
proposed Offering,  and its financing arrangement with its major supplier,  will
be  adequate  for the  Company to meet its  requirements  for  operations,  debt
service and necessary  capital  expenditures.  See "ITEM 1.  BUSINESS-Disclosure
Regarding  Forward-Looking   Statements  And  Cautionary   Statements-Cautionary
Statements-No.  3. Outstanding  Indebtedness".  However,  without the successful
completion of the Company's proposed  Offering,  the Company does not anticipate
being able to undertake the majority of the capital expenditures planned for the
fiscal year ending April 30, 1998.

     As indicated above and in the Company's financial  statements,  the Company
incurred  operating  losses for each of the fiscal  years ended April 30,  1997,
1994,  and 1993,  and there is no assurance  that the  operations of the Company
will be profitable in the future.  As a result of the Company's losses in fiscal
1997 (approximately $4.2 million, including a non-recurring charge and write-off
of initial public offering costs of an aggregate of $1.7 million), the Company's
working  capital  position  and ability to generate  sufficient  cash flows from
operations  to  meet  its  operating  and  capital   requirements   has  further
deteriorated.  These matters raise substantial doubt about the Company's ability


                                       22

<PAGE>



to continue as a going concern  without  completion  of the  Company's  proposed
Offering or a substantial  infusion of equity capital. The Company believes that
it will be successful in removing the threat  concerning its ability to continue
as a going  concern by adhering to closer and stricter  scrutiny of its contract
bids and utilizing the  estimated  net proceeds of  approximately  $2.38 million
from the Offering to achieve  profitability  through lower  interest and bonding
costs and expanded volume.  Management  believes that approximately $1.0 to $1.2
million of the proceeds  from the  Offering  are  necessary to remove the threat
concerning the Company's  ability to continue as a going concern and that if the
Offering is completed, the proceeds from the Offering will enable the Company to
continue   operating  for  the  foreseeable  future  at  its  current  level  of
operations. There is no assurance these results will occur even if the Company's
proposed  Offering is  consummated.  If this does not occur,  the  Company  will
pursue other sources of financing, but there is no assurance any other source of
financing will be available.

     The  Company  is  current  in its  obligations  to all  lenders  and  major
suppliers  except for the  Supplier  described  in "ITEM 1.  BUSINESS-Disclosure
Regarding  Forward-Looking   Statements  And  Cautionary   Statements-Cautionary
Statements-No.  3. Outstanding Indebtedness" and "BUSINESS-Indebtedness To Major
Supplier" and except for the holders (the  "Noteholders") of $300,000  principal
amount  unsecured notes as described in "ITEM 1.  BUSINESS-Disclosure  Regarding
Forward-Looking Statements And Cautionary  Statements-Cautionary  Statements-No.
3". The Supplier has indicated that it has no intent of accelerating  payment on
any  obligations as long as the Company's  proposed  Offering is completed.  The
Supplier has not indicated what it will do if the Company's proposed Offering is
abandoned or otherwise terminated unsuccessfully. The Company has requested that
the  Noteholders  extend their notes or  otherwise  wait for  completion  of the
Offering before  requiring  payment.  There is no assurance that the Noteholders
will comply with this request.

     As a result of the losses incurred in the fiscal year ended April 30, 1997,
the audit report of the Company's  independent  auditors indicates that there is
substantial  doubt  concerning  the  Company's  ability to  continue  as a going
concern  without  a  substantial  infusion  of  equity  capital,  such  as  that
contemplated from the Company's  proposed  Offering.  The implication of this to
investors is that successful  completion of the Company's  proposed Offering (or
an equity infusion from another source) is necessary for the Company to continue
operations.   See  "ITEM  1.   BUSINESS-Disclosure   Regarding   Forward-Looking
Statements And Cautionary  Statements-Cautionary  Statements-No.  1. Substantial
Doubt  About The  Company's  Ability  To  Continue  As A Going  Concern  Without
Completion Of Public Offering",  "ITEM 1.  BUSINESS-Business Plan And Strategy",
ITEM  8.  FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA",  and  Note  2 to the
Financial Statements.

     As of April 30, 1997,  the Company's  backlog was $18.8 million as compared
with $12.5  million  as of April 30,  1996.  The  Company  anticipates  that its
operating results for fiscal 1998 will not significantly  alter its liquidity or
capital resources.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The  Company  did not  engage in any  activities  related  to  market  risk
sensitive instruments during the fiscal year ended April 30, 1997.


                                       23

<PAGE>


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The Financial  Statements that constitute Item 8 are attached at the end of
this Annual Report on Form 10-K. An index to these  Financial  Statements is set
forth below:

                                                                         Page
                                                                         ----
Index To Financial Statements                                             F-1

Independent Auditor's Report                                              F-2

Financial Statements
   Consolidated Balance Sheets as of April 30, 1996 and 1997              F-3

   Consolidated Statements of Operations for each of the 
   three years ended April 30, 1995, 1996 and 1997                        F-4

   Consolidated Statements of Stockholder's Equity (Deficit)
   for each of the three years in the period ended April 30, 1997         F-5

   Consolidated Statements of Cash Flows for each of the
   three years ended April 30, 1995, 1996 and  1997                       F-6

   Notes to Consolidated Financial Statements                             F-8

   Independent Auditor's Report - Consolidated Financial
   Statement Schedule                                                     S-1

   Schedule II - Consolidated Valuation and Qualifying Accounts           S-2

All other schedules are omitted because they are inapplicable,  not required, or
the information is included in the financial statements or notes thereto.

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

     Not applicable.


                                       24



<PAGE>

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The Officers and Directors of the Company are as follows:


Name                      Age            Position
----                      ---            --------

John T. Wilson            43   Chief Executive Officer, Chairman Of The Board
                               and Director

Danny R. Clemons          47   President/Mini-Warehouse Division and Director

Ralph L. Farrar           50   President/Metal Buildings Division, Secretary
                               and Director

Jim W. Williams           43   Vice President/Finance, Chief Financial Officer,
                               Assistant Secretary and Director

                               Director
Louis S. Carmisciano      55


     John T. Wilson has served as Chief  Executive  Officer of the Company since
May 1992 after having served as Vice  President  from May 1985 to May 1992.  Mr.
Wilson also has served as a Director of the Company  since its  formation in May
1985 and as Chairman Of The Board since  November 1994. In addition to his other
responsibilities  as  Chief  Executive  Officer,   Mr.  Wilson  coordinates  the
Company's marketing,  administrative and financial activities. Mr. Wilson has in
excess of 22 years of experience working in the construction industry.

     Danny R. Clemons has served as President of the Mini-Warehouse  Division of
the Company since  November 1994 after having served as President of the Company
from December 1986 to November  1994.  Mr. Clemons also has served as a Director
of the  Company  since  May  1985.  Mr.  Clemons  has in  excess  of 25 years of
experience working in the construction industry.

     Ralph L. Farrar has served as President of the Metal Buildings  Division of
the Company  since  November  1994 and  Secretary  and a Director of the Company
since May 1985. Mr. Farrar also served as Treasurer of the Company from May 1985
to November 1994. Mr. Farrar has in excess of 27 years of experience  working in
the construction industry.

     Jim W. Williams has served as Vice President of Finance and Chief Financial
Officer of the Company since January  1990,  and as a Director  since June 1996.
From January 1989 to January  1990,  Mr.  Williams  served as Controller of Care
Shipping, Inc., which engaged in the business of marine terminal and stevedoring
operations.  From January 1981 to January 1989, Mr. Williams served as Treasurer
and Controller of Shippers  Stevedoring,  Inc., which engaged in the business of
marine terminal and stevedoring operations.  Mr. Williams received a B.A. Degree
in Business  Administration from Hardin-Simmons  University in Abilene, Texas in
1977.

     Louis S. Carmisciano  became a Director of the Company on January 14, 1997.
Since 1984, Mr. Carmisciano has served as the President of LSC Associates, Inc.,
a firm  providing  consulting  services  to the  construction  and  real  estate
industries. Mr. Carmisciano, as President of LSC Associates,  Inc., has provided
consulting  services  to the  Company  since  July  1996.  Prior  to  1984,  Mr.
Carmisciano  was the senior vice  president of Dimeo  Enterprises,  Inc., a real
estate developer and contractor,  and also served as an audit manager for Touche
Ross & Co. In addition, since 1978, Mr. Carmisciano has served as a professional

                                       25

<PAGE>


lecturer  at the  Hartford  Graduate  Center in  Hartford,  Connecticut  and has
lectured for the American Subcontractors  Association,  the Rhode Island Bankers
Association,  and the  Massachusetts  and Rhode  Island  Societies  Of Certified
Public  Accountants.  Mr.  Carmisciano is a member of the Association of General
Contractors, the American Subcontractors Association, the Construction Financial
Management Association,  the American Institute of Certified Public Accountants,
the Massachusetts Society of Certified Public Accountants,  and the Rhode Island
Society of Certified Public  Accountants.  Mr. Carmisciano is a certified public
accountant  licensed  in the  Commonwealth  of  Massachusetts  and the  State of
Illinois and received a B.S. Degree in Business Administration from Northeastern
University in Boston, Massachusetts in 1963.

     Another key employee of the Company is as follows:

     Jimmy M.  Rogers,  45,  has been in charge of the  Company's  cold  storage
services since September 1990 and has served as President of the Thermal Systems
Division of the Company since  November 1994.  From 1982 to September  1990, Mr.
Rogers  served as Vice  President of Cold Storage  Construction  Company,  which
engaged in freezer and refrigerated unit installation.  Mr. Rogers has in excess
of 12 years of experience  working in the freezer and refrigerated  installation
industry.  Mr.  Rogers  received  a B.S.  Degree in  Business  Agriculture  from
Hardin-Simmons University in Abilene, Texas in 1980.

     There  are no  family  relationships  between  any of the  above  officers,
directors and key employees of the Company.

ITEM 10. EXECUTIVE COMPENSATION

     The following  table sets forth in summary form the  compensation  received
during  each of the  Company's  last  three  completed  fiscal  years by certain
officers of the Company.  No other employee of the Company,  except as set forth
below, received total salary and bonus exceeding $100,000 during any of the last
three fiscal years.

Summary Of Annual Compensation Table

<TABLE>
<CAPTION>


                                   Fiscal Year                           
Name and Principal                 Ended                                    All Other
Position                           April 30,           Salary ($) (1)       Compensation ($) (2)
=================================================================================================

<S>                                <C>                 <C>                   <C>  
John T. Wilson                     1997                72,500                5,109
 Chief Executive Officer,          1996                72,000                6,811
  Chairman Of The                  1995                72,000                6,120
  Board and a director

Danny R. Clemons                   1997                72,500                3,600
  President/Mini-                  1996                72,000                8,329
  Warehouse Division               1995                72,000                6,661
  and a director

Ralph L. Farrar                    1997                72,500                4,180
  President/Metal                  1996                72,000                8,286
  Buildings Division               1995                72,000                7,533
  and a director
</TABLE>

                                       26

<PAGE>

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

(1)  The dollar value of base salary (cash and non-cash)  received.  Each of the
     named individuals  currently is receiving a salary of $85,000 per year. For
     a description  of employment  agreements  with the named  individuals,  see
     below,   "Employment   Contracts  And   Termination   Of   Employment   And
     Change-In-Control Agreements".

(2)  All other compensation  received that the Company could not properly report
     in any other column of the Summary Compensation Table, consisting of annual
     Company  contributions  or other  allocations to the Company's 401(k) plan,
     amounts  paid for group  medical  insurance  premiums,  and amounts paid on
     behalf of the named person for life insurance  premiums.  The amounts shown
     consist of the  following:  1997:  John T.  Wilson - $1,750 for 401(k) plan
     contributions,  $2,180 for group medical insurance  premiums,  and $130 for
     life  insurance  premiums;   Danny  R.  Clemons  -  $120  for  401(k)  plan
     contributions,  $2,140 for group medical insurance premiums, and $1,340 for
     life  insurance  premiums;  and Ralph L.  Farrar - $1,750 for  401(k)  plan
     contributions,  $2,300 for group medical insurance  premiums,  and $130 for
     life  insurance  premiums;  1996:  John  T.  Wilson  -  $1,184  for  401(k)
     contributions,  $4,292 for group medical insurance premiums, and $1,335 for
     life  insurance  premiums;  Danny R.  Clemons  -  $1,579  for  401(k)  plan
     contributions,  $4,292 for group medical insurance premiums, and $2,458 for
     life  insurance  premiums;  and Ralph L.  Farrar - $1,184 for  401(k)  plan
     contributions,  $4,490 for group medical insurance premiums, and $2,612 for
     life  insurance  premiums;  and  1995:  John T.  Wilson - $1,016  in 401(k)
     contributions,  $4,107 for group medical insurance  premiums,  and $997 for
     life  insurance  premiums;   Danny  R.  Clemons  -  $897  for  401(k)  plan
     contributions,  $4,107 for group medical insurance premiums, and $1,657 for
     life  insurance  premiums;  and Ralph L.  Farrar - $1,016 for  401(k)  plan
     contributions,  $4,681 for group medical insurance premiums, and $1,836 for
     life insurance premiums.

Compensation Of Directors
-------------------------

     Louis S.  Carmisciano,  a Director of the Company who is neither an officer
nor an employee of the Company, will be paid $150 per hour for his services as a
Director  of  the  Company.  Mr.  Carmisciano  also  is  the  President  of  LSC
Associates,  Inc. ("LSC"),  which provides  consulting  services to the Company.
This arrangement is described under "ITEM 13. CERTAIN  RELATIONSHIPS AND RELATED
TRANSACTIONS--Consulting  Agreement".  Jim W.  Williams,  the Vice  President Of
Finance, Chief Financial Officer and a Director of the Company, received options
to purchase up to 10,000 shares of the  Company's  Common Stock in January 1997.
For a description of the terms of these options,  see below  "--Option  Grants".
The Company has no other  arrangement  pursuant to which the other  directors of
the  Company  are  compensated  for any  services  provided as a director or for
committee participation or special assignments.

Employment Contracts And Termination Of Employment And Change-In-Control
Arrangements
------------------------------------------------------------------------

     The Company has entered into three-year employment agreements that began on
January 1, 1995 with each of the following executive  officers:  John T. Wilson,
Danny R. Clemons,  Ralph L. Farrar, and Jim W. Williams.  Each of the agreements
is terminable at will and  automatically  renews for consecutive  one-year terms
unless a party provides  written  notice of its desire not to renew.  The annual
salary during the term of the agreements are the following amounts, although the
Board  Of  Directors  of the  Company  may  increase  the  salary  in  its  sole
discretion:  John T.  Wilson,  Danny R.  Clemons,  Ralph L.  Farrar,  and Jim W.
Williams,  $85,000  each.  The  Company  also will pay all the  premiums  on two
$500,000  term life  insurance  policies  covering  each of the above  executive
officers,  of which one  policy  covering  each of them is a key-man  policy for
which the Company is the  beneficiary and the other policy is for the benefit of
a beneficiary designated by the respective executive officer.

                                       27

<PAGE>


     The Company  also has entered  into a ten-year  employment  agreement  with
Jimmy M.  Rogers  that  became  effective  on May 1,  1993.  This  agreement  is
terminable  at will and  automatically  renews for  consecutive  one-year  terms
unless  either party  provides  written  notice of its desire not to renew.  The
annual salary during the term of the agreement is presently $66,000 although the
Board  Of  Directors  of the  Company  may  increase  this  amount  in its  sole
discretion. The agreement also provides for Mr. Rogers to receive the following:
(i) an incentive bonus equal to 18 percent of the annual net operating profit of
the thermal systems  division of the Company;  (ii) bonus payments of $17,000 on
November  16,  1993 and of $13,600 on each  December 1 from and  including  1994
through  1998,  provided  that he  still is  employed  by the  Company  on those
respective  dates;  and (iii)  payment by the  Company of the  premiums  on a $1
million key-man life insurance  policy covering Mr. Rogers,  of which 50 percent
of the proceeds is  distributable to the Company and 50 percent to a beneficiary
designated by Mr. Rogers.

     The Company has no  compensatory  plan or arrangement  that results or will
result  from  the  resignation,  retirement,  or  any  other  termination  of an
executive officer's  employment with the Company or from a change-in-control  of
the  Company,  unless the Company  terminates  the  employment  of an  executive
officer without cause before the full term of the employment  agreement expires,
in which  case the  Company  is  required  to pay  three  months  salary to that
executive officer.

Compensation Committee Interlocks And Insider Participation.
------------------------------------------------------------

     The  Company's  Board Of  Directors  determines  the  compensation  for the
Company's executive officers. The Company has no compensation committee or other
committee of the Board Of Directors  that performs a similar  function.  Each of
the  Company's  current  directors  except for Louis S.  Carmisciano  also is an
executive officer of the Company. John T. Wilson, Danny R. Clemons, and Ralph F.
Farrar,  each of whom is an  executive  officer  and  employee  of the  Company,
participated in  deliberations  of the Company's  Board Of Directors  concerning
executive officer  compensation during the fiscal year ended April 30, 1996. Jim
W. Williams  became a director of the Company in June 1996. Mr. Williams also is
the Vice President/Finance and Chief Financial Officer of the Company.

Option Grants
-------------

     On January 14, 1997, the Company issued incentive stock options to purchase
an  aggregate  of 172,000  shares of Common  Stock to  employees of the Company,
including  options to purchase  10,000 shares issued to each of Jim W. Williams,
the Vice  President Of Finance,  Chief  Financial  Officer and a Director of the
Company,  and Jimmy M. Rogers,  President of the Thermal Systems Division of the
Company.  These options were granted pursuant to the Company's 1994 Stock Option
Plan and allow the  recipients  to  purchase  shares of the  Common  Stock at an
exercise  price of $5.00 per share.  With respect to each  recipient of options,
one-fourth of their options  become  exercisable  on each of the first,  second,
third and fourth  anniversaries  of the  completion  of the  Company's  proposed
initial public Offering.  The Company's  obligation to issue options to purchase
127,000  shares  terminated  because of the  termination  of the  employment  of
certain recipients.

                                       28

<PAGE>



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table summarizes  certain  information as of October 31, 1997
with respect to the  beneficial  ownership of the Company's  Common Stock (i) by
the Company's officers and directors,  (ii) by stockholders known by the Company
to own five  percent or more of the  Company's  Common  Stock,  and (iii) by all
officers and directors as a group.


                                    Amount And
                                    Nature Of
Name And Address                    Beneficial             Percentage Of Class
Of Beneficial Owner                 Ownership              Beneficially Owned
-------------------                 ---------              ------------------


Danny R. Clemons(1)                  707,319                     24.4%
14603 Chrisman
Houston, Texas  77039


Ralph L. Farrar(1)                   707,319                     24.4%
14603 Chrisman
Houston, Texas  77039


John T. Wilson(1)                    707,319                     24.4%
14603 Chrisman
Houston, Texas  77039


Jim W. Williams(1)                   135,444                      4.7%
14603 Chrisman
Houston, Texas  77039


Louis S. Carmisciano                    0                          0%
P.O. Box 1114
Chicago, Illinois 60690-1114


All Officers And Directors          2,257,401                    77.8%
As A Group (Five Persons)(1)

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

(1)  All the  shares  owned  by each of  Messrs.  Clemons,  Farrar,  Wilson  and
     Williams are pledged as collateral  for the Company's  indebtedness  to the
     Supplier  as  described  under  "ITEM  1.  BUSINESS--Indebtedness  To Major
     Supplier".  If there were a default in this  indebtedness  and the Supplier
     were to foreclose on the pledged shares, a change of control of the Company
     could result. See "ITEM 1. BUSINESS--Indebtedness To Major Supplier".

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Conflicts Of Interest Policy.
-----------------------------

     The Company has  established  a policy for  considering  transactions  with
directors,  officers,  and  stockholders  of the Company  and their  affiliates.
Pursuant to this policy,  the Board Of Directors of the Company will not approve
any such related party transactions unless the Board Of Directors has determined
that the terms of the  transaction  are no less  favorable  to the Company  than
those available from unaffiliated parties.  Because this policy is not contained
in the Company's  Certificate Of Incorporation or Bylaws, this policy is subject
to change at any time by the vote of the Board Of Directors. It currently is not
contemplated that this policy will be changed. The Board has determined that the
transactions described below were made on terms no less favorable to the Company
than would have been available from unaffiliated parties.

                                       29

<PAGE>


Grants Of Stock Options.
------------------------

     On January 14, 1997, the Company  granted  options to purchase an aggregate
of 172,000  shares of the  Company's  Common  Stock to  employees of the Company
pursuant to the  Company's  1994 Stock  Option  Plan.  Included in these  option
grants were options to purchase 10,000 shares granted to each of Jim W. Williams
and Jimmy M. Rogers.  The exercise  price of these options is $5 per share.  One
fourth of the options granted become  exercisable on each of the first,  second,
third and fourth  anniversaries  of the  completion  of the  Company's  proposed
initial  public  Offering,  and  all  of  these  options  expire  on  the  fifth
anniversary of the completion of the Offering. The Company's obligation to issue
options to purchase 127,000 shares terminated  because of the termination of the
employment of certain recipients.

Delaware Reincorporation And Capital Restructurings.
----------------------------------------------------

     In May 1994, AIC Management, Inc. merged with and into the Company. As part
of the merger, the shareholders of AIC Management, Inc. received an aggregate of
75,000  shares  of  the  Company's  common  stock,   which  after  its  issuance
constituted 50 percent of the Company's  outstanding shares. The shareholders of
AIC  Management,  Inc. at the time of the merger were John T.  Wilson,  Danny R.
Clemons and Ralph L. Farrar. In determining that the values of the two companies
were approximately  equal, the Company and AIC Management,  Inc.  considered the
net book value of the assets of each,  an appraisal of the value of the land and
a building owned by AIC Management,  Inc., and their respective estimates of the
fair market value of the land and building.

     In June 1994, the Company changed its state of incorporation and effected a
16-for-1 stock split by forming a wholly-owned  Delaware  subsidiary  into which
the Company was merged.  As a result of this  transaction,  the Company became a
Delaware  corporation  with 2,400,000  shares of Common Stock  outstanding.  All
references  in this Annual  Report on Form 10-K to numbers of shares give effect
to this stock split and the issuance of 75,000 shares to the shareholders of AIC
Management.

Employment Agreements.
----------------------

     The  Company  is a party to  employment  agreements  with  each of its four
officers.   These   agreements   are   described   under  "ITEM  10.   EXECUTIVE
COMPENSATION".

Consulting Agreement.
---------------------

     LSC  Associates,  Inc.  ("LSC"),  of  which  Louis  S.  Carmisciano  is the
President,  has  served as a  consultant  to the  Company  since  July 1,  1996.
Pursuant to the original  agreement,  which terminated on December 31, 1996, LSC
received $5,000 per month plus expenses for consulting  services provided to the
Company  during the six month period ended  December  31, 1996.  This  agreement
provided that the Company and LSC would evaluate the arrangement at December 31,
1996 and determine whether to enter into a new arrangement,  which might include
continuing  to retain LSC as a  consultant  and electing  Mr.  Carmisciano  as a
Director.  Effective January 1, 1997, the arrangement was modified to retain LSC
as a consultant  on an as needed  basis for $150 per hour,  with no minimum hour
requirement.  Mr.  Carmisciano  was elected a Director of the Company on January
14,  1997.  Mr.  Carmisciano  will be paid at the same hourly rate for  services
provided to the Company as a Director.

                                       30

<PAGE>


Interests In U.S. Storage, Inc. And U.S. Storage Management Services, Inc.
--------------------------------------------------------------------------

     As of October 16, 1996,  each of Danny Clemons,  Leroy Farrar,  and John T.
Wilson  transferred to the Company all of their interests in U.S. Storage,  Inc.
("U.S.  Storage")  and  U.S.  Storage  Management  Services,  Inc.  ("Management
Services").  U.S.  Storage was formed for the  purpose of owning  mini-warehouse
facilities,  and  Management  Services  was formed for the purpose of  providing
management  services  for  mini-warehouse  facilities.  In  exchange  for  these
transfers,  each of Messrs.  Clemons,  Farrar and Wilson  received  the right to
receive eight and one-third  percent of any cash  distributions  received by the
Company from U.S. Storage or its successors. Messrs. Clemons, Farrar, and Wilson
had acquired their respective interests in U.S. Storage consisting,  for each of
them,  of 25 percent of the common stock of U.S.  Storage,  in February 1996 for
$500 each.  Messrs.  Clemons,  Farrar,  and Wilson had acquired their respective
interests in Management Services, consisting, for each of them, of 25 percent of
the common stock of Management  Services,  in May 1996 for $250 each. On October
17, 1996,  the Company  exchanged  all its  interest in U.S.  Storage for a 37.5
percent interest in U.S. Storage/Westheimer G.P.L.C.  ("Westheimer") and it sold
all its  interest  in  Management  Services  to a former  employee  for  $15,000
including $7,500 cash and release of the Company from $7,500 in commissions owed
to the  individual.  Westheimer is involved in the ownership of mini-  warehouse
facilities.

     As of October 23, 1996, Messrs. Clemons, Farrar and Wilson each transferred
to Jim W. Williams, an officer and director of the Company, the right to receive
one and  two-thirds  percent of any cash  distributions  received by the Company
from U.S.  Storage or its successors.  As a result of these  transfers,  each of
Messrs.  Clemons,  Farrar and Wilson has the right to receive six and two-thirds
percent,  and Mr.  Williams has the right to receive five  percent,  of any cash
distributions received by the Company from U.S. Storage or its successors.

     None of Messrs.  Clemons,  Farrar or Wilson ever has  received any payment,
distribution,  or other economic  benefit from either U.S. Storage or Management
Services.  In May 1996,  prior to  assignment  of all the  interests  of Messrs.
Clemons,  Farrar and  Wilson in U.S.  Storage  and  Management  Services  to the
Company, the Company entered into a contract with U.S. Storage/Westheimer,  Ltd.
for the Company to construct a mini-warehouse  facility for approximately  $1.36
million.  U.S.  Storage/Westheimer,  Ltd.  is a  limited  partnership  in  which
Westheimer owns a 45 percent  interest,  which results in the Company's owning a
16.875 percent beneficial interest in U.S. Storage/Westheimer,  Ltd. The Company
believes  that the  terms of this  contract  were at least as  favorable  to the
Company  as  the  terms  and  conditions  of all  other  similar  contracts  for
construction  of  mini-warehouse  facilities  that the Company  enters into with
unrelated parties. As indicated above, none of Messrs. Clemons, Farrar or Wilson
has ever received any payment,  distribution or any other economic  benefit from
U.S.  Storage or Management  Services,  and each of these three  individuals has
transferred all of his respective  right,  title, and interest in and to each of
U.S. Storage and Management Services to the Company.


                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

                                       31

<PAGE>


(a)(1) and (a)(2) Financial  Statements And Financial Statement  Schedules.  See
"ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - Index".

(a)(3) Exhibits

                                  Exhibit Index

Exhibit No.                Description

    2.1        Plan Of Merger of American International  Construction,  Inc. and
               AIC Management, Inc.(1)

    2.2        Plan Of Merger of American International  Construction,  Inc. and
               American International Thermal Systems, Inc.(1)

    2.3        Plan Of Merger of American International  Construction,  Inc. and
               American International Building Systems, Inc.(1)

    3.1(a)     Certificate Of Incorporation filed with the Delaware Secretary Of
               State on June 7, 1994.(1)

    3.1(b)     Certificate  of Amendment  To The  Certificate  of  Incorporation
               filed with the Delaware Secretary of State on July 26, 1996.(5)

    3.2        Bylaws.(1)

    4          Specimen Common Stock Certificate.(1)

    10.1A      Loan  Agreement  effective  April 24, 1996  between and among the
               Company,  Metal Building  Components,  Inc.  ("MBCI"),  Danny Roy
               Clemons,  Ralph  Leroy  Farrar,  Judith Ann  Farrar,  Jimmy Wayne
               Williams, Shirley Beth Williams, and John Thomas Wilson.(5)

    10.1B      Letter  Agreement  dated October 8, 1996 modifying Loan Agreement
               dated April 24, 1996.(6)

    10.1C      Letter Agreement dated December 31, 1996 modifying Loan Agreement
               dated April 24, 1996.(7)

    10.1D      Letter   Agreement   dated  September  19,  1997  modifying  Loan
               Agreement dated April 24, 1996.

    10.1E 

               Letter  Agreement dated November 3, 1997 modifying Loan Agreement
               dated April 24, 1996.

    10.2       Renewal,  Extension And  Modification  Agreement  effective as of
               September 3, 1993 between  American  International  Construction,
               Inc. and Texas Commerce Bank National Association.(1)

    10.3       Renewal,  Extension And  Modification  Agreement  effective as of
               September 5, 1993 between  American  International  Construction,
               Inc. and Texas Commerce Bank National Association.(1)

    10.4A      Renewal,  Extension And  Modification  Agreement  effective as of
               March 5, 1995 between American International  Construction,  Inc.
               and Texas Commerce Bank National Association.(4)

                                       32

<PAGE>


    10.4B      Renewal,  Extension And  Modification  Agreement  effective as of
               March 5, 1995 between American International  Construction,  Inc.
               and Texas Commerce Bank National Association.(4)

    10.5       Employee Stock Option Plan.(1)

    10.8       Revised Form of Executive  Service  Agreement between the Company
               and each of John T. Wilson, Danny R. Clemons, Ralph L. Farrar and
               Jim W. Williams.(3)

    10.8A      Schedule Identifying Material Differences Among Executive Service
               Agreements between the Company and each of John T. Wilson,  Danny
               R. Clemons, Ralph L. Farrar and Jim W. Williams.(1)

    10.9       Executive  Service  Agreement  between  the  Company and Jimmy M.
               Rogers dated November 16, 1994.(1)

    10.10      Agreement  dated  May 23,  1996  between  the  Company  and  U.S.
               Storage\Westheimer, Ltd. concerning site preparation for the U.S.
               Storage mini-warehouse facilities in Houston, Texas.(7)

    10.11      Agreement  dated  May 23,  1996  between  the  Company  and  U.S.
               Storage\Westheimer,  Ltd. concerning the construction of the U.S.
               Storage mini-warehouse facilities in Houston, Texas.(7)

    10.12      Form of Conveyance,  Transfer And  Assignment Of Corporate  Stock
               Separate From A Certificate executed by each of Messrs.  Clemons,
               Farrar and Wilson transferring their respective  interests in the
               U.S. Storage, Inc. and U.S. Storage Management Services,  Inc. to
               the Company.(6)

    21         List of subsidiaries of Registrant. (1)

    27         Financial Data Schedule
---------------------

(1)  Incorporated by reference from the Company's Registration Statement on Form
     S-1 filed with the Securities And Exchange  Commission  ("SEC") on December
     12, 1994, File No. 33-87336.

(2)  Incorporated   by  reference   from  the  Company's   Amendment  No.  1  to
     Registration  Statement on Form S-1 filed with the SEC on January 24, 1995,
     File No. 33-87336.

(3)  Incorporated   by  reference   from  the  Company's   Amendment  No.  2  to
     Registration Statement on Form S-1 filed with the SEC on February 15, 1995,
     File No. 33-87336.

(4)  Incorporated   by  reference   from  the  Company's   Amendment  No.  3  to
     Registration  Statement  on Form S-1 filed with the SEC on March 16,  1995,
     File No. 33-87336.

(5)  Incorporated by reference from the Company's Registration Statement on Form
     S-1 filed with the SEC on August 5, 1996, File No. 333-9583.

(6)  Incorporated   by  reference   from  the  Company's   Amendment  No.  1  to
     Registration  Statement on Form S-1 filed with the SEC on November 1, 1996,
     File No. 333-9583.

(7)  Incorporated   by  reference   from  the  Company's   Amendment  No.  2  to
     Registration Statement on Form S-1 filed with the SEC on December 31, 1996,
     File No. 333-9583.

                                    33

<PAGE>


                          INDEX TO FINANCIAL STATEMENTS


                                                                            Page
                                                                            ----

Independent Auditor's Report.................................................F-2

Financial Statements:
   Consolidated Balance Sheets as of April 30, 1996 and 1997 ................F-3

   Consolidated  Statements of Operations for each of the three years
          ended April 30, 1995, 1996 and 1997 ...............................F-4

   Consolidated  Statements of  Stockholders'  Equity (Deficit) for each of
          the three years in the period ended April 30, 1997 ................F-5

   Consolidated  Statements of Cash Flows for each of the three years 
          ended April 30, 1995, 1996 and 1997 ...............................F-6

   Notes to Consolidated Financial Statements................................F-8

   Independent Auditor's Report - Consolidated Financial Statement Schedule..S-1

   Schedule II - Consolidated Valuation and Qualifying Accounts..............S-2


                                      F-1
<PAGE>



                          INDEPENDENT AUDITOR'S REPORT



To the Stockholders
American International Consolidated, Inc.
Houston, Texas

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

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

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
American International Consolidated,  Inc. and Subsidiaries 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.

The accompanying  financial statements have been prepared assuming that American
International  Consolidated,  Inc.  and  Subsidiaries  will  continue as a going
concern.  As  more  fully  discussed  in  Note 2 to the  consolidated  financial
statements, the Company has incurred a net loss of $4,197,000 for the year ended
April 30, 1997, which includes a non-recurring  charge of $1,305,000  related to
the Company's  private  placement of securities in July 1996 and a non-recurring
charge of $359,000 arising from the writeoff of capitalized offering costs. As a
result of this loss,  the  Company's  working  capital  position  and ability to
generate sufficient cash flows from operations to meet its operating and capital
requirements has  deteriorated.  These matters raise substantial doubt about the
Company's ability to continue as a going concern.  Management's  plans in regard
to these matters are also described in Note 18. The financial  statements do not
include any adjustments that might result from the outcome of this uncertainty.


/s/ Hein & Associates LLP
-----------------------------------
HEIN + ASSOCIATES LLP
Certified Public Accountants

Houston, Texas
July 23, 1997

                                      F-2

<PAGE>
<TABLE>
<CAPTION>

                                   AMERICAN INTERNATIONAL CONSOLIDATED, INC.
                                              AND SUBSIDIARIES

                                          Consolidated Balance Sheets


                                                                                             April 30, 
                                                                                   ------------------------------    
                                                                                       1996              1997        
                                                                                   ------------      ------------    
                                                                                                                     
                                                           ASSETS
                                                           ------
Current assets:
<S>                                                                                <C>               <C>             
    Cash                                                                           $    265,949      $    160,211    
    Accounts receivable:
       Contracts, less allowance for doubtful accounts                                4,874,421         5,637,320    
       Employee                                                                          26,543             8,274    
    Costs and estimated earnings in excess
       of billings on uncompleted contracts                                             645,420         1,303,101    
    Other current assets                                                                131,725           188,253    
                                                                                   ------------      ------------    
          Total current assets                                                        5,944,058         7,297,159    
                                                                                   ------------      ------------    

Property and equipment, net                                                           1,185,841         1,132,072    
Capitalized offering costs                                                              158,764           120,848    
Other assets                                                                             57,420           141,761    
                                                                                   ------------      ------------    

          Total assets                                                             $  7,346,083      $  8,691,840    
                                                                                   ============      ============    


                                             LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                                             ----------------------------------------------

Current liabilities:
    Note payable to stockholders, net of discount                                  $       --        $    300,000    
    Current portion of long-term debt and capital
         lease obligations                                                              552,264         2,136,244    
    Accounts payable                                                                  3,980,484         7,006,908    
    Accrued payroll and and related expenses                                            108,970            80,914    
    Billings in excess of costs and estimated earnings on
       uncompleted contracts                                                            261,319         1,556,787    
    Other current liabilities                                                           204,247           161,372    
                                                                                   ------------      ------------    
          Total current liabilities                                                   5,107,284        11,242,225    
                                                                                   ------------      ------------    

Long-term debt, net of current portion                                                2,400,005           294,945    
Capital lease obligations, net of current portion                                        22,287            32,268    
Deferred contract revenue                                                                  --             253,084    
Other liabilities                                                                        37,000            37,000    
                                                                                   ------------      ------------    

          Total liabilities                                                           7,566,576        11,859,522    

Contingencies (Note 10)

Stockholders' equity (deficit):
    Preferred stock, $1.00 par value; 1,000,000 shares authorized;
       none issued                                                                         --                --
    Common stock, $.001 par value; 20,000,000 shares authorized;
       2,400,000 shares issued and outstanding at April 30, 1996;
       2,900,100 issued and outstanding at April 30, 1997                                 2,400             2,900    
    Additional paid-in capital                                                          145,755         1,395,305    
    Accumulated deficit                                                                (368,648)       (4,565,887)   
                                                                                   ------------      ------------    
          Total stockholders' equity (deficit)                                         (220,493)       (3,167,682)  
                                                                                   ------------      ------------    
          Total liabilities and stockholders' equity (deficit)                     $  7,346,083      $  8,691,840    
                                                                                   ============      ============    

                  See accompanying notes to these consolidated financial statements.


                                                 F-3
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                       AMERICAN INTERNATIONAL CONSOLIDATED, INC.
                                   AND SUBSIDIARIES

                         Consolidated Statements of Operations


                                                      Year Ended April 30,                 
                                    --------------------------------------------------     
                                        1995               1996               1997         
                                    ------------       ------------       ------------     
                                                                                           

<S>                                 <C>                <C>                <C>              
Contact revenue                     $ 24,317,051       $ 31,184,828       $ 33,350,003     

Contract cost                         20,812,194         27,204,243         31,387,798     
                                    ------------       ------------       ------------     

    Gross profit                       3,504,857          3,980,585          1,962,205     

Selling, general and
    administrative                     3,020,997          3,359,653          3,838,880     

Provision for doubtful
    accounts                              47,919             61,504            428,384     

Other income (expense):
    Interest and other
       financial costs                  (187,908)          (184,277)          (307,846)    
    Writeoff of capitalized
       costs in connection
       with delayed offering            (105,743)              --             (358,946)    
    Bridge-financing costs                  --                 --           (1,305,250)    
    Interest income and
          other, net                      44,372             11,419             79,862     
                                    ------------       ------------       ------------     

Income (loss) before federal
    income taxes                         186,662            386,570         (4,197,239)    

Federal income tax expense                  --              (35,000)              --       
                                    ------------       ------------       ------------     

Net income (loss)                   $    186,662       $    351,570       $ (4,197,239)    
                                    ============       ============       ============     

Net income (loss)per share          $        .06       $        .12       $      (1.45)    
                                    ============       ============       ============     

Weighted average common
    shares outstanding                 2,900,100          2,900,100          2,900,100     
                                    ============       ============       ============     

          See accompanying notes to these consolidated financial statements.


                                          F-4
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                          AMERICAN INTERNATIONAL CONSOLIDATED, INC.
                                                      AND SUBSIDIARIES

                                  Consolidated Statements of Stockholders' Equity (Deficit)


                                                                           
                                                   Common Stock              Additional
                                          ----------------------------         Paid-In        Accumulated
                                            Shares            Amount           Capital          Deficit           Total
                                          -----------      -----------      -----------      ------------      -----------

<S>                                         <C>            <C>              <C>              <C>               <C>         
Balances, May 1, 1994                       2,400,000      $     2,400      $   145,755      $  (906,880)      $  (758,725)

    Net income                                   --               --               --            186,662           186,662
                                          -----------      -----------      -----------      -----------       -----------

Balances, April 30, 1995                    2,400,000            2,400          145,755         (720,218)         (572,063)

    Net income                                   --               --               --            351,570           351,570
                                          -----------      -----------      -----------      -----------       -----------

Balances, April 30, 1996                    2,400,000            2,400          145,755         (368,648)         (220,493)

    Common stock issued in
       connection with private
       placement offering                     500,100              500        1,249,550             --           1,250,050

    Net loss                                     --               --               --         (4,197,239)       (4,197,239)
                                          -----------      -----------      -----------      -----------       -----------

Balances, April 30, 1997                    2,900,100      $     2,900      $ 1,395,305      $(4,565,887)      $(3,167,682)
                                          ===========      ===========      ===========      ===========       ===========






                          See accompanying notes to these consolidated financial statements.


                                                            F-5
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                       AMERICAN INTERNATIONAL CONSOLIDATED, INC.
                                   AND SUBSIDIARIES

                         Consolidated Statements of Cash Flows


                                                        Year Ended April 30,                
                                            -------------------------------------------     
                                                1995            1996            1997         
                                            -----------     -----------     -----------     
                                                                                              
Cash flows from operating activities:
<S>                                         <C>             <C>             <C>           
    Net income                              $   186,662     $   351,570     $(4,197,239)  
    Adjustments to reconcile net income
       (loss) to net cash provided by
       (used in) operating activities:
       Fair value of common stock
          issued in connection with
          bridge financing                         --              --         1,250,050   
       Depreciation and amortization            141,176         170,123         165,284   
       (Increase) decrease in:
          Receivables, net                      (12,353)     (2,211,591)       (744,630)  
          Costs and estimated earnings
              in excess of billings on
              uncompleted contracts             673,380          64,215        (657,681)  
          Other current assets                  (96,016)          3,063         (56,528)  
       Increase (decrease) in:
          Accounts payable                     (415,777)      2,510,817       3,026,424   
          Billings in excess of costs and
              estimated earnings                 98,668        (226,495)      1,295,468   
          Other current liabilities             (74,152)        (19,064)        (70,931)  
          Deferred contract revenues               --              --           253,084   
       Other, net                               (55,788)          2,260         274,604   
                                            -----------     -----------     -----------   

          Net cash provided by (used
              in) operating activities          445,800         644,898         537,905   

Cash flows from investing activities:
    Capital expenditures                       (169,485)       (148,264)        (55,183)  
    Proceeds from sale of investments            19,050            --              --     
                                            -----------     -----------     -----------   

          Net cash used in investing
              activities                       (150,435)       (148,264)        (55,183)  

Cash flows from financing activities:
    Net borrowings (payments) under
       receivables factoring agreements         177,239        (408,889)           --     
    Proceeds from notes payable to
       stockholders                                --              --           300,000   
    Issuance of long-term debt                  173,585            --              --     
    Principal payments
       on long-term debt, capital leases
       and other notes payable                 (439,303)       (348,947)       (567,430)  
    Other                                       (60,325)       (101,828)       (321,030)  
                                            -----------     -----------     -----------   

          Net cash provided used in
              financing activities             (148,804)       (859,664)       (588,460)  
                                            -----------     -----------     -----------   


Net increase (decrease) in cash                 146,561        (363,030)       (105,738)  

Cash, beginning of period                       482,418         628,979         265,949   
                                            -----------     -----------     -----------   


Cash, end of period                         $   628,979     $   265,949     $   160,211   
                                            ===========     ===========     ===========   
      


          See accompanying notes to these consolidated financial statements.


                                          F-6
</TABLE>


<PAGE>


                    AMERICAN INTERNATIONAL CONSOLIDATED, INC.
                                AND SUBSIDIARIES

                Consolidated Statements of Cash Flows, Continued


                                                Year Ended April 30,
                                  ----------------------------------------------
                                     1995              1996              1997 
                                  ----------        ----------       -----------
                                                                                
Supplemental disclosures:
    Interest paid                 $  197,661        $  184,277        $  307,846
    Income taxes paid             $     --          $     --          $    5,000
    Trade payable converted to
       long-term debt             $     --          $2,400,000        $     --  
    Equipment acquired under
        capital leases            $   63,361        $     --          $   56,332
                                  ==========        ==========        ==========



       See accompanying notes to these consolidated financial statements.


                                       F-7





<PAGE>

                    AMERICAN INTERNATIONAL CONSOLIDATED, INC.
                                AND SUBSIDIARIES

                   Notes To Consolidated Financial Statements


NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
         ------------------------------------------------

Organization:  The accompanying  consolidated  financial  statements include the
accounts  of  American  International  Consolidated,   Inc.  (AIC),  a  Delaware
corporation,  and its wholly-owned subsidiaries:  C.H.O.A.  Construction Company
and L. Campbell  Construction,  Inc.,  (collectively  "the Company").  Effective
April  30,  1994,  the  Company  acquired  all  the  outstanding  shares  of AIC
Management, Inc., a corporation wholly owned by the stockholders of the Company,
for $1,015,000,  consisting of 75,000 shares of the Company's common stock, with
an assigned value of $44,000,  and liabilities  assumed totaling $971,000.  This
acquisition, which was accounted for in a manner which approximates the purchase
method  of  accounting,  gave no  rise  to  goodwill.  In  June  1994,  American
International  Construction  ,  Inc.,  a  Texas  corporation,  formed  AIC  as a
wholly-owned  subsidiary.  Subsequent to this, the Texas  corporation was merged
into the Delaware corporation in a reverse tax-free exchange. Effective July 26,
1996,  the Company  changed its name from American  International  Construction,
Inc. to American International  Consolidated,  Inc. All significant intercompany
balances and transactions have been eliminated in consolidation.

The Company has equity  investments in three limited  liability  companies.  The
Company's  ownership  in each of these  companies is less than 50 percent and an
unrelated  third  party is the  managing  member of each  company.  The  Company
accounts  for  its  investment  in  these  companies  on the  equity  method  of
accounting.

The Company is primarily  engaged in the design and erection of metal  buildings
for use as self-storage,  commercial and cold storage facilities and fabrication
of  metal  building   components.   The  Company  also   participates  in  major
construction projects as a general contractor.

Revenue and Cost Recognition: Profits and losses on construction and fabrication
contracts  are recorded on the  percentage-of-completion  method of  accounting,
measured by the percentage of contract costs incurred to date to estimated total
contract costs for each contract.  Contract costs include raw materials,  direct
labor,  amounts paid to subcontractors  and an allocation of overhead  expenses.
General and administrative costs are charged to expense as incurred. Anticipated
losses on uncompleted  construction  contracts are charged to operations as soon
as such losses can be estimated.  Changes in job  performance,  job  conditions,
estimated  profitability and final contract  settlements may result in revisions
to costs and income and are  recognized in the period in which the revisions are
determined.

The asset,  "costs and estimated  earnings in excess of billings on  uncompleted
contracts",  represents  revenues  recognized in excess of amounts  billed.  The
liability,  "billings in excess of costs and estimated  earnings on  uncompleted
contracts", represents billings in excess of revenues recognized.

Cash: Cash includes all highly liquid  investments  with original  maturities of
less than three months.

Property and Equipment:  Property and equipment is carried at cost. Property and
equipment  acquired through capital leases is stated at the present value of the
future  minimum lease  payments at the inception of the lease.  Depreciation  is
computed using the  straight-line  method over the estimated useful lives of the
assets.  Property and equipment  held under  capital  leases is amortized on the
straight-line method over the lesser of the asset's estimated useful life or the
term of the lease.  When assets are retired or  otherwise  disposed of, the cost
and related  accumulated  depreciation  are removed from the  accounts,  and any
resulting gain or loss is recognized in operations  for the period.  The cost of
maintenance  and  repairs  are  expensed  as  incurred;   however,   significant
refurbishments or improvements are capitalized.

                                      F-8
<PAGE>


                    AMERICAN INTERNATIONAL CONSOLIDATED, INC.
                                AND SUBSIDIARIES



                   Notes To Consolidated Financial Statements
            

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)
         ------------------------------------------------

Federal Income Taxes: AIC files a consolidated  federal income tax return, which
includes  the  results  of  its  operations   and  those  of  its   wholly-owned
subsidiaries.  The Company accounts for income taxes using the liability method,
under which deferred  income taxes are recognized  for the tax  consequences  of
temporary  differences  by applying  enacted  statutory tax rates  applicable to
future years to differences between the financial statement carrying amounts and
the tax basis of existing assets and liabilities.  Income tax expense or benefit
represents  the current tax payable or  refundable  for the period plus or minus
the tax effect of the net change in the deferred tax assets and liabilities.

Deferred Offering Costs:  Direct costs incurred in connection with the Company's
proposed  offering of common  stock have been  capitalized  in the  accompanying
balance sheets. Upon closing of the proposed offering, these costs, which amount
to  approximately  $121,000 at April 30, 1997, will be applied as a reduction of
the offering proceeds.

Deferred  Financing Costs:  Direct costs incurred in the origination of debt are
capitalized  and  amortized  over the related  term of the debt on the  interest
method.

Use of  Estimates:  The  preparation  of the  Company's  consolidated  financial
statements,   in  conformity  with  generally  accepted  accounting  principles,
requires the Company's  management to make estimates and assumptions that affect
the amounts  reported in these  financial  statements  and  accompanying  notes.
Actual results could differ from those estimates.

The  Company's  financial  statements  are  based  on a  number  of  significant
estimates  including  the  adequacy  of the  Company's  allowance  for  doubtful
accounts  receivable and the determination of profits and losses on construction
and fabrication  contracts  recorded on the  percentage-of-completion  method of
accounting.  The  Company's  estimates  of  profit or loss on  construction  and
fabrication  contracts are inherently  imprecise and may change as the contracts
move toward completion.

New Accounting Standards:  The Financial Accounting Standards Board ("the FASB")
issued SFAS No. 121 entitled, Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of, which is effective  for fiscal years  beginning  after
December 15, 1995. SFAS No. 121 specifies certain events and circumstances which
indicate the cost of an asset or assets may be impaired, the method by which the
evaluation  should be performed and the method by which  writedowns,  if any, of
the asset or assets are to be  determined  and  recognized.  SFAS No. 121 had no
material impact on the Company's  financial  condition or operating results upon
implementation.

The FASB issued SFAS No. 123 entitled,  Accounting for Stock Based Compensation,
effective for fiscal years  beginning  after  December 15, 1995.  This statement
allows companies to choose to adopt the statement's new rules for accounting for
employee stock-based compensation plans. For those companies which choose not to
adopt the new rules, the statement requires  disclosures as to what earnings and
earnings per share would have been if the new rules had been  adopted.  SFAS No.
123 had no material  impact on the  Company's  financial  condition or operating
results upon implementation.

In February  1997,  the FASB issued SFAS No. 128  entitled,  Earnings Per Share,
effective for interim and annual periods after December 15, 1997. This statement
replaces  primary earnings per share with a newly defined earnings per share and
modifies the computation of diluted  earnings per share. The Company's basic and
diluted  earnings per share computed using the  requirements of SFAS 128 are the
same  as  primary  earnings  per  share  disclosed  in the  accompanying  income
statements.

In  June  1997,  the  FASB  issued  two new  disclosure  standards.  Results  of
operations and financial  position will be unaffected by implementation of these
new standards.

                                      F-9
<PAGE>


                    AMERICAN INTERNATIONAL CONSOLIDATED, INC.
                                AND SUBSIDIARIES



                   Notes To Consolidated Financial Statements
            

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)
         ------------------------------------------------

SFAS  No.  130,  Reporting  Comprehensive  Income,   establishes  standards  for
reporting and display of  comprehensive  income,  its components and accumulated
balances.  Comprehensive  income is  defined to  include  all  changes in equity
except those resulting from  investments by owners and  distributions to owners.
Among other disclosures,  SFAS No. 130 requires that all items that are required
to  be  recognized   under  current   accounting   standards  as  components  of
comprehensive income be reported in a financial statement that is displayed with
the same prominence as other financial statements.

SFAS  No.  131,   Disclosures  about  Segments  of  an  Enterprise  and  Related
Information, which supersedes SFAS No. 14, Financial Reporting for Segments of a
Business Enterprise,  establishes  standards for the way that public enterprises
report information about operating  segments in annual financial  statements and
requires  reporting of selected  information about operating segments in interim
financial  statements  issued to the public.  It also establishes  standards for
disclosures  regarding  products  and  services,   geographic  areas  and  major
customers.  SFAS  No.  131  defines  operating  segments  as  components  of  an
enterprise  about which  separate  financial  information  is available  that is
evaluated  regularly by the chief  operating  decision  maker in deciding how to
allocate resources and in assessing performance.

Net Income (Loss) Per Share and Common Stock Split:  Net income (loss) per share
is based upon the weighted  average  common  shares  outstanding.  There were no
common stock equivalents during the periods presented.

For purposes of determining the weighted average shares outstanding, the 500,100
shares of common stock issued in connection  with notes payable to  stockholders
(see Note 8) were deemed to be outstanding beginning May 1, 1994.


NOTE 2 - GOING CONCERN
         -------------

The Company's loss for the year ended April 30, 1997,  which includes a non-cash
charge of $1,305,000 related to the Company's private placement of securities in
July 1996 (see Note 8) and a non-recurring  charge of $359,000  arising from the
writeoff of capitalized  offering  costs,  was  approximately  $4,197,000.  As a
result of these losses,  the Company's  working capital  position and ability to
generate sufficient cash flows from operations to meet its operating and capital
requirements has  deteriorated.  These matters raise substantial doubt about the
Company's ability to continue as a going concern without a substantial  infusion
of equity capital (see Note 18). The Company believes that it will be successful
in removing the threat  concerning its ability to continue as a going concern by
adhering to closer and stricter  scrutiny of its contract bids and utilizing the
estimated  minimum  cash net  proceeds of  approximately  $2.3  million from the
proposed  public  offering to achieve  profitability  through lower interest and
bonding  costs and expanded  volume.  There is no assurance  these  results will
occur even if the  proposed  public  offering is  consummated.  If this does not
occur,  the Company  will pursue  other  sources of  financing,  but there is no
assurance any other source of financing will be available.



                                      F-10

<PAGE>
                    AMERICAN INTERNATIONAL CONSOLIDATED, INC.
                                AND SUBSIDIARIES

                   Notes To Consolidated Financial Statements
             

NOTE 3 - CONCENTRATION OF CREDIT RISK
         ----------------------------

The Company provides  construction services to commercial companies primarily in
the continental  United States which are  principally  concentrated in Texas and
Florida.  The Company performs  ongoing credit  evaluations of its customers and
generally does not require collateral.  The Company assesses its credit risk and
provides an allowance for any accounts which it deems doubtful of collection.

The Company  maintains  deposits in banks which may exceed the amount of federal
deposit insurance  available.  Management believes that the risk of any possible
deposit loss is minimal.


NOTE 4 - PROPERTY AND EQUIPMENT
         ----------------------

Property and equipment consists of the following:



                                                           April 30,    
                                              --------------------------------
                                                 1996                 1997   
                                              -----------          -----------
Land                                          $   167,461          $   167,461
Buildings                                         834,944              834,944
Construction equipment                            213,575              232,898
Office equipment                                  583,877              553,631
Automobiles                                       296,471              286,471
                                              -----------          -----------
                                                2,096,328            2,075,405 
Less appreciation and amortization               (910,487)            (943,333)
                                              -----------          ----------- 

                                              $ 1,185,841          $ 1,132,072
                                              ===========          ===========


NOTE 5 - CONSTRUCTION ACCOUNTS
         ---------------------

Costs and billings on uncompleted contracts consists of the following:
<TABLE>
<CAPTION>

                                                                   April 30,                      
                                                     -----------------------------------     
                                                         1996                  1997          
                                                     -------------          ------------     
                                                                                             
<S>                                                  <C>                    <C>              
Cost incurred on uncompleted contracts               $   7,739,410          $ 21,169,011     
    Estimated earnings on uncompleted contracts          1,239,522             1,378,123     
                                                      ------------          ------------     
                                                         8,978,932            22,547,134     
    Less: Billings to date                              (8,594,831)          (22,800,820)    
                                                      ------------          ------------     

                                                      $    384,101          $   (253,686)    
                                                      ============          ============     
    Included in the accompanying
    consolidated balance sheets under
    the following captions:
       Costs and estimated earnings in excess of
          billings on uncompleted contracts           $    645,420          $  1,303,101     
       Billings in excess of costs and estimated
          earning on uncompleted contracts                (261,319)           (1,556,787)    
                                                      ------------          ------------     


                                                      $    384,101          $   (253,686)    
                                                      ============          ============     

                                          F-11
</TABLE>

<PAGE>


                    AMERICAN INTERNATIONAL CONSOLIDATED, INC.
                                AND SUBSIDIARIES



                   Notes To Consolidated Financial Statements
            

NOTE 6 - CONTRACTS RECEIVABLE
         ---------------------

Contracts receivable consisted of the following:

                                                          April 30,             
                                             ---------------------------------
                                                1996                   1997  
                                             -----------           -----------
                                                                               
Completed contracts                          $ 1,458,204           $   612,941
Uncompleted contracts                          3,158,551             3,888,280
Retainage                                        337,523             1,176,603
                                             -----------           -----------
                                               4,954,278             5,677,824
Less: Allowance for doubtful accounts            (79,857)              (40,504)
                                             -----------           ----------- 


                                             $ 4,874,421           $ 5,637,320 
                                             ===========           ===========


NOTE 7 - NOTES PAYABLE
         --------------

The Company had a credit line with a financing  company  under which  certain of
the  Company's  contract  receivables  were  purchased  at a discount of 9%. The
Company was  refunded a portion of the  discount  provided  the  receivable  was
collected promptly. The agreement was guaranteed by the Company's four principal
stockholders,  all of whom are officers,  and three of whom are directors of the
Company. This credit line was terminated effective April 24, 1996.


NOTE 8 - NOTES PAYABLE TO STOCKHOLDERS
         -----------------------------

In July 1996, the Company issued an aggregate of 500,100 shares of Common Stock,
and agreed to issue 3,000,000 Warrants upon the closing of the Company's initial
public  offering,  and $300,000  aggregate  face amount of unsecured  promissory
notes,  payable in a balloon  payment  plus  accrued  interest at 10 percent per
annum due on the  earlier of April 24, 1997 or the closing of any public debt or
equity  offering by the Company or the closing of any  transaction  in which the
Company's  securities  are exchanged  for  securities  of a public  entity.  The
warrants are exercisable at $5.00 per share for a period of five years beginning
with the effective date of the registration  statement filed by the Company with
the Securities and Exchange Commission. The warrants, when and if issued, may be
redeemed by the Company at at price of $.01 per share,  provided the closing bid
price of the  Company's  common  stock is in excess of 150  percent  of the then
exercise price for all 20 trading days  preceding the notice of redemption.  The
Company  incurred  a  charge  to  earnings  of  approximately  $1,005,000  which
represents  the amount by which the fair value of the 500,100  shares  issued to
the note holders exceeded the face amount of the promissory  notes.  This excess
was charged to expense as opposed to being capitalized as direct financing costs
because it was deemed  unrecoverable.  An  additional  $300,000  of expense  was
recognized  during  the  year  ended  April  30,  1997,  which  represented  the
amortization  of the  discount  on the  promissory  notes.  The  discount on the
promissory  notes is being amortized on the interest method over the term of the
notes.  The  effective  interest  rate on the notes,  plus the fair value of the
common stock issued to the note holders, amounted to 580%.


                                      F-12

<PAGE>

                    AMERICAN INTERNATIONAL CONSOLIDATED, INC.
                                AND SUBSIDIARIES



                   Notes To Consolidated Financial Statements
            

NOTE 9 - LONG-TERM DEBT
         --------------

Long-term debt consisted of the following:
                                                               April 30,     
                                                      -------------------------
                                                          1996          1997 
                                                      -----------    ----------
                                                                                
  
     Note  payable  to  supplier,  due  in  weekly
     installments of $11,537,  including  interest
     at prime  plus 1% (9.5%  at April  30,  1997)
     through   April   30,   2001.   The  note  is
     collateralized     by    certain     contract
     receivables,   inventory,   equipment,  land,
     buildings and substantially all shares of the
     Company's   common   stock.   The   note   is
     guaranteed  by  four   stockholders   of  the
     Company.                                          $2,400,000    $2,002,536 

     Note  payable  to  a  bank,  due  in  monthly
     install ments of $4,907,  including  interest
     at 10% through  June 1998 when the  remaining
     principal is due. The note is  collateralized
     by  the  Company's  land  and  buildings  and
     guaranteed by three principal stockholders of
     the Company.                                          289,153      254,932 

     Note  payable  to  a  bank,  due  in  monthly
     install ments of $1,175,  including  interest
     at 10% with a final  payment of principal and
     interest  due the  earlier  of 30 days  after
     consummation of a proposed public offering or
     June 5, 1998. The note is collateralized by a
     second  lien  on  the   Company's   land  and
     buildings and  guaranteed by three  principal
     stockholders of the Company.                           83,416       76,726

     Real  estate  note  payable,  due in  monthly
     installments of $1,018, including interest at
     8.7%,  through  October 1998. The note is col
     lateralized  by a first  lien on a portion of
     the Company's land.                                    26,556       15,335

     Demand notes  payable to the State of Florida
     for sales  and use tax,  payable  in  monthly
     installments of $7,930, including interest at
     12%.                                                  135,042       45,177

     Other equipment and automobile notes                    1,228         --  
                                                         ---------    --------- 
                                                         2,935,395    2,394,706 

     Less: Current portion                                (535,390)  (2,099,761)
                                                        ----------   ---------- 
          
                                                        $2,400,005   $  294,945
                                                        ==========   ==========

                                      F-13




<PAGE>


                    AMERICAN INTERNATIONAL CONSOLIDATED, INC.
                                AND SUBSIDIARIES



                   Notes To Consolidated Financial Statements
             

NOTE 9 - LONG-TERM DEBT (continued)
         --------------

The note payable to supplier includes various financial covenants which require,
among other things, the Company to limit its capital expenditures, without prior
approval of the supplier,  to $120,000  annually;  to submit  audited  financial
statements within 90 days of year-end;  to maintain certain balance requirements
on trade  payables to this  supplier;  to prohibit the payment of dividends;  to
maintain a ratio of current assets to current  liabilities of at least .60 to 1;
and to  maintain  earnings  before  interest  expense  of at least 1.5% of gross
revenues.  The Company is in violation of certain of these debt  covenants,  and
has received a waiver of such violations through December 31, 1997. Accordingly,
the outstanding balance of the note payable to supplier is classified as current
in the  accompanying  consolidated  balance  sheets  as of April 30,  1997.  The
Company also had trade  payables due this supplier of $1,065,825  and $1,683,688
at April 30, 1996 and 1997, respectively.

Scheduled maturities of long-term debt are as follows:

         Year Ending April 30,
         ---------------------
                           

                1998                     $     531,511
                1999                           772,472
                2000                           525,070
                2001                           565,653
                                         -------------

                                         $   2,394,706
                                         =============


NOTE 10 - CONTINGENCIES
          -------------

The owner of one of the Company's construction projects has disputed some of the
costs charged to a job which was completed in the fourth quarter of fiscal 1996.
The Company settled this dispute during November 1996 for $125,000, resulting in
a reduction in amounts due from this owner by $201,000 during the second quarter
of fiscal 1997.

The owner of another  construction  project has  notified the Company of a claim
arising from work performed by the Company,  and the Company has in turn filed a
claim with its  insurance  company.  The total amount of loss  expected to arise
from this claim ranges from zero to $200,000. The ultimate amount of the loss is
dependent on a variety of  circumstances,  including  what  amount,  if any, the
Company's  insurance  company  will pay on its claim.  The Company has accrued a
loss of $45,000 at April 30, 1997 in connection with this claim.

Additionally,  the Company is involved in various other claims and legal actions
arising in the ordinary  course of business.  In the opinion of management,  the
ultimate disposition of these matters will not have a material adverse effect on
the  Company's  consolidated  financial  condition,   liquidity  or  results  of
operations.


NOTE 11 - STOCKHOLDERS' EQUITY
          --------------------

The  Company  may  issue  one or more  series  of  preferred  stock,  with  such
designations,   preferences,  rights,  dividends  and  restrictions  as  may  be
determined by the Board of Directors.


                                      F-14
<PAGE>


                    AMERICAN INTERNATIONAL CONSOLIDATED, INC.
                                AND SUBSIDIARIES



                   Notes To Consolidated Financial Statements
             

NOTE 12 - FEDERAL INCOME TAXES
          --------------------

Deferred  tax assets  and  liabilities  as of April 30,  1996  consisted  of the
following:
<TABLE>
<CAPTION>

                                                     Current             Noncurrent               Total
                                                    ---------            ----------             --------
Deferred tax assets:
<S>                                                   <C>                 <C>                   <C>      
   Net operating loss carryforwards                 $ 157,000             $    --               $ 157,000
   Deferred compensation and other accruals            27,700                  --                  27,700
   Other, net                                          62,300                  --                  62,300
                                                    ---------             ---------             ---------
     Total deferred tax asset                         247,000                  --                 247,000

Less:  Valuation allowance                           (210,000)                 --                (210,000)
                                                    ---------             ---------             ---------

Deferred tax asset, net                                37,000                  --                  37,000
                                                    ---------             ---------             ---------

Deferred tax liability - accumulated
  depreciation                                           --                 (37,000)              (37,000)
                                                    ---------             ---------             ---------

                                                    $  37,000             $ (37,000)            $    --
                                                    =========             =========             =========
</TABLE>

Deferred  tax assets  and  liabilities  as of April 30,  1997  consisted  of the
following:
<TABLE>
<CAPTION>

                                            Current              Noncurrent             Total
                                            -------              ----------             -----
<S>                                         <C>                  <C>                    <C>     
Deferred tax assets:
   Net operating loss carryforwards            --                 748,000                748,000
   Other, net                                 38,000                 --                   38,000    
                                            --------             --------               --------
        Total deferred tax asset              38,000              748,000                786,000

Less:  Valuation allowance                    (1,000)            (748,000)              (749,000)
                                            --------             --------               --------

Deferred tax asset, net                       37,000                --                    37,000
                                            
Deferred tax liability - accumulated
   depreciation                                --                 (37,000)               (37,000)
                                            --------             --------               --------

                                            $ 37,000             $(37,000)               $   --
                                            ========             ========               ========
</TABLE>

The Company had net  operating  loss  carryforwards  (NOL's) for federal  income
purposes of approximately  $2,000,000 at April 30, 1997. If unused,  these NOL's
will expire in 2012.  The change in the valuation  allowance from April 30, 1996
to April 30, 1997  relates  primarily  to the increase in the NOL from April 30,
1996 to April 30, 1997. If the Company's  initial  public  offering is completed
during the fiscal year ending April 30,  1998,  the  combination  of warrants to
acquire  common  stock and common  stock issued may cause a change in control as
defined in Internal Revenue Code Section 382. If a change in control does occur,
then the utilization of the Company's NOLs may be limited.



                                      F-15

<PAGE>
                    AMERICAN INTERNATIONAL CONSOLIDATED, INC.
                                AND SUBSIDIARIES



                   Notes To Consolidated Financial Statements
             (Information Subsequent to April 30, 1997 is Unaudited)

NOTE 13 - EMPLOYEE BENEFIT PLANS
          ----------------------

The Company sponsors a 401(k) plan (the Plan) which covers  substantially all of
its employees  meeting minimum age and service  requirements.  The Plan provides
for  elective  contributions  by  employees  up to  the  lesser  of  15%  of the
employee's  compensation or the maximum limit allowed by tax regulations.  Under
the terms of the Plan, the Company makes matching  contributions equal to 25% of
the first 6% of each employee's elective contributions to the Plan. In addition,
the Company may make discretionary  contributions up to 15% of total participant
compensation.  During the years ended April 30, 1995, 1996 and 1997, the Company
made  contributions to the Plan of $25,692,  $24,626 and $37,142,  respectively.

NOTE 14 - INCENTIVE STOCK OPTION PLAN
          ---------------------------

The Company has a Stock  Option Plan (the Option  Plan) which allows the Company
to grant certain officers,  employees, and other individuals options to purchase
200,000 shares of the Company's  common stock. No stock options had been granted
pursuant to the Option Plan as of April 30,1997.

Options  granted  pursuant to the Option Plan may be "incentive  stock  options"
within the  meaning of Section  422 of the  Internal  Revenue  Code of 1986,  or
"non-qualified   stock  options,"  which  are  options  that  do  not  meet  the
requirements  of Section  422.  Incentive  options  may be  granted  only to key
employees  of the  Company,  as defined in the Option  Plan,  and  non-qualified
options may be granted to both key  employees and other  persons,  other than an
employee of the Company, who are committed to the interests of the Company.

The Option Plan  expires  November  21,  2004,  except as to options  previously
granted and outstanding under the Option Plan at that time.

On January 14, 1997,  the Company  approved  the  issuance,  effective  upon the
completion of its initial public  Offering,  of options to purchase an aggregate
of 172,000  shares of the  Company's  Common  Stock to  employees of the Company
pursuant to the Company's  1994 Stock Option Plan.  The exercise  price of these
options,  when and if issued,  is $5 per share,  which is the offering  price of
shares in this Offering. One fourth of the options granted become exercisable on
each of the first,  second,  third and fourth anniversaries of the completion of
the Offering,  and all of these options  expire on the fifth  anniversary of the
completion  of the  Offering.  


NOTE 15 - FAIR VALUE OF FINANCIAL INSTRUMENTS
          -----------------------------------

The Company's financial instruments consist of trade receivables, trade payables
and various notes  payable to banks,  stockholders  and a supplier.  The Company
believes the carrying value of these  financial  instruments  approximate  their
estimated fair value.


                                      F-16

<PAGE>


                    AMERICAN INTERNATIONAL CONSOLIDATED, INC.
                                AND SUBSIDIARIES



                   Notes To Consolidated Financial Statements
             

 
NOTE 16 - RELATED PARTY TRANSACTIONS
          --------------------------

The Company has a 37.5% ownership interest in U.S. Storage/Westheimer G.P., L.C.
("Westheimer  LLC"), a Texas limited liability  company;  and, a 24.5% ownership
interest in both U.S. Storage/Woodlands #1 G.P., L.C. ("Woodlands LLC") and U.S.
Storage/Atascocita G.P., L.C. ("Atascocita LLC"), each a Texas limited liability
company.  Westheimer  LLC,  Woodlands  LLC, and Atascocita LLC are 45% owners in
U.S.  Storage/Westheimer,  Ltd.;  U.S.  Storage/Woodlands  #1, Ltd.;  and,  U.S.
Storage Atascocita, Ltd., respectively.  These entities ("the Partnerships") are
Texas limited liability  partnerships which were formed to construct and operate
mini-storage facilities.

The  Company  was  engaged  by the  Partnerships  to  construct  three  separate
mini-storage  facilities and three major  stockholders of the Company guaranteed
bank debt of the Partnerships. Revenues derived from the Partnerships aggregated
$2,053,140  during  fiscal  1997.  The  gross  profit  from  these  construction
contracts,  aggregating  $253,084 at April 30, 1997, is being deferred until the
Partnerships  sell the  mini-storage  facilities or the Company  disposes of its
ownership   interests  in  the   Partnerships,   provided  the  Company's  major
stockholders  are released  from their  guarantees  of the bank debt owed by the
Partnerships. The Partnerships owed the Company $459,308 at April 30, 1997, as a
result of these construction contracts.


NOTE 17 - MAJOR CUSTOMERS
          ---------------

The following is a summary of customers accounting for ten percent (10%) or more
of the  Company's  revenues and trade  accounts  receivable  for the periods and
dates indicated:

                                       Revenues
                          ------------------------------------
                                   Year Ended April 30,
                          ------------------------------------
                           1995           1996          1997
                          ------         -----           -----

Customer A                 19.8%         26.0%           21.7%
Customer B                 --              --             --
Customer C                 10.2            --             --
Customer D                 --              --             --
Customer E                 --              --            14.6
Customer F                 --              --             --
Customer G                                 --             --
                           ----            ----           ----

                           30.0%         26.0%           36.3%
                           ====          ====            ====


                                       Receivables
                        --------------------------------------
                                        April 30,
                        --------------------------------------
                          1995            1996           1997
                        ------            -----          -----

Customer A                20.0%           11.0%           24.6%
Customer B                                 --             12.3
Customer C                 --              --              --
Customer D                13.0             --              --
Customer E                 --              --              --
Customer F                 --              --              --
Customer G                                 --              --
                        ------           -----            ----

                          33.0%           11.0%           36.9%
                        =======          =====           =====



                                      F-17

<PAGE>


                    AMERICAN INTERNATIONAL CONSOLIDATED, INC.
                                AND SUBSIDIARIES



                   Notes To Consolidated Financial Statements
            

NOTE 18 - INITIAL PUBLIC OFFERING
          -----------------------

The Company is preparing to register the sale of a minimum of 580,000  shares of
common stock and 580,000 warrants with the Securities and Exchange Commission as
part of an initial public offering.  Each warrant is exercisable to purchase one
share of common  stock at an  exercise  price of $5.00 per  share.  The  Company
intends to offer these  securities in a public offering through two underwriters
on a "firm commitment  basis". If the offering is consummated,  the Company will
sell to the underwriters and/or their designees,  for an aggregate price of $10,
underwriters'  warrants to  purchase up to a maximum of 58,000  shares of common
stock  and  58,000  warrants.   The  warrants  received  upon  exercise  of  the
underwriters'  warrants are  exercisable at $5.00 per share during the four year
period  commencing  one  year  after  the  effective  date  of the  registration
statement  concerning the offering.  The Company has granted registration rights
with  respect to the common  stock and  warrants  underlying  the  underwriters'
warrants.




                                      F-18

<PAGE>


                    AMERICAN INTERNATIONAL CONSOLIDATED, INC.
                                AND SUBSIDIARIES

                          INDEPENDENT AUDITOR'S REPORT
                  ON CONSOLIDATED FINANCIAL STATEMENT SCHEDULE



To the Stockholders
American International Consolidated, Inc.
Houston, Texas

We have audited in accordance with generally  accepted auditing  standards,  the
consolidated  financial statements of American  International  Consolidated Inc.
and  subsidiaries  included  in this  Annual  Report and have  issued our report
thereon  dated July 23,  1997.  Our audit was made for the purpose of forming an
opinion on the basic  consolidated  financial  statements  taken as a whole. The
accompanying  financial  statement schedule (Schedule II Consolidated  Valuation
and Qualify Accounts) is the  responsibility of the Company's  management and is
presented  for  purposes  of  complying   with  the   Securities   and  Exchange
Commission's  rules  and  is  not  part  of  the  basic  consolidated  financial
statements. This consolidated financial statement schedule has been subjected to
the auditing procedures applied in the audit of the basic consolidated financial
statements and, in our opinion,  is fairly stated in all material  respects with
the  financial  data  required to be set forth  thereon in relation to the basic
consolidated financial statements taken as a whole.



/s/  HEIN + ASSOCIATES 
HEIN + ASSOCIATES LLP
Certified Public Accountants

Houston, Texas
July 23, 1997

                                      S-1



<PAGE>
<TABLE>
<CAPTION>

                                          AMERICAN INTERNATIONAL CONSOLIDATED, INC.
                                                      AND SUBSIDIARIES
                                Schedule II - Consolidated Valuation and Qualifying Accounts



                                          Balance at         Charged to                             Balance
                                          Beginning          Costs and                               End of
          Description                      of Year            Expenses           Write-Offs           Year
-----------------------------------       ----------         -----------         ----------         --------
  
<S>                                       <C>                <C>                <C>                <C>     
Year Ended April 30, 1995 allowance        $106,594           $ 47,919           $ 57,460           $ 97,053
    for doubtful accounts

Year ended April 30, 1996 allowance        $ 97,053           $ 61,504           $ 78,700           $ 79,857
    for doubtful accounts

Year ended April 30, 1997 allowance        $ 79,859           $428,384           $467,737           $ 40,504
    for doubtful accounts


                              See accompanying notes to these consolidated financial statements.


                                                            S-2



</TABLE>

<PAGE>



                                   SIGNATURES

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

                                 AMERICAN INTERNATIONAL CONSOLIDATED INC.


Date: November 19, 1997                By:  /s/ John T. Wilson
     ------------------               ------------------------------------------
                                       John T. Wilson, Chief Executive Officer




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

<TABLE>
<CAPTION>

Signatures                                Title                                     Date
----------                                -----                                     ----

<S>                              <C>                                            <C>  

  /s/ John T. Wilson            Chief Executive Officer and                    November 19, 1997
------------------------        Director
John T. Wilson                  



  /s/ Danny R. Clemons          President/Mini-Warehouse Division              Novmeber 19, 1997    
------------------------        and Director
Danny R. Clemons                



  /s/ Ralph L. Farrar           President/Metal Buildings Division,            November 19, 1997      
------------------------        Secretary and Director
Ralph L. Farrar



  /s/ Jim W. Williams           Chief Financial Officer, Vice President/       November 19, 1997   
-------------------------       Finance, Principal Financial Officer,
Jim W. Williams                 Principal Accounting Officer, and
                                Assistant Secretary

 
  /s/ Louis S. Carmisciano      Director                                       November 19, 1997                            
--------------------------
Louis S. Carmisciano

</TABLE>