<PAGE>
 
                   U. S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 10-KSB

                    ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                         OF THE SECURITIES ACT OF 1934

         For the fiscal year ended:            Commission file number:
               June 30, 1997                          0-14427

                              LA-MAN CORPORATION
                (Name of Small Business Issuer in Its Charter)

                  NEVADA                                 38-2286268
         (State or other Jurisdiction                 (I.R.S. Employer
       of Incorporation or Organization)           Identification Number)

           5029 EDGEWATER DRIVE, ORLANDO, FL 32810   (407) 521-7477
  (Address, including zip code, of principal executive offices and telephone
                    number, including area code of Issuer)

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

  Securities Registered under Section 12(g) of the Exchange Act: COMMON STOCK,
  $.001 PAR VALUE

  Check whether the Issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the last 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 past 90 days.  [X]Yes  [_]No

  Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [_]

  Issuer's revenues for its most recent fiscal year:  $15,945,627

  On September 16, 1997 the bid and ask prices of the Common Stock were $2.37
and $2.56, respectively, according to NASDAQ Small Cap Market quotations
furnished by the National Quotation Bureau, Inc.  The aggregate market value of
the voting stock of the Issuer held by non-affiliates based on the average of
the bid and ask prices on September 16, 1997 was $6,301,654.

  As of September 16, 1997, 3,405,007 shares of Common Stock were outstanding.

  Transitional Small Business Disclosure Format (check one):    [_]Yes  [X]No

                      DOCUMENTS INCORPORATED BY REFERENCE

  The information required by Item 9, Item 10, Item 11 and Item 12 of Part III
of this Report is incorporated by reference from the Issuer's definitive proxy
statement to be filed in accordance with Rule 14a-01, Schedule 14A, in
connection with the Issuer's October 30, 1997 meeting of shareholders which
involves the election of directors.
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                                    PART I
                                        
ITEM 1. BUSINESS.
-----------------

  La-Man Corporation, a Nevada corporation, was originally incorporated in
Michigan on November 2, 1979 and remained substantially inactive until the
autumn of 1980.  On February 4, 1983 , La-Man Corporation, a Nevada corporation
("the Company"), was formed and, pursuant to a Certificate of Merger filed on
May 16,1983, the Michigan corporation was merged into the Nevada corporation.
The Company's executive office is located at 5029 Edgewater Drive, Orlando,
Florida  32810.  Its telephone number is (407) 521-7477.  The Company operates
in two business segments: Signage and Filtration.

  The Company's direct wholly-owned subsidiaries include Nevada SEMCO, Inc., a
Nevada corporation ("SEMCO"), Don Bell Industries, Inc., a Florida corporation
("Don Bell"), Don Bell Industries of Nevada, Inc., a Nevada corporation ("Don
Bell Nevada"), Heritage Packaging Services, Inc., an Indiana corporation
("Heritage"), Vision Trust Marketing, Inc., a Florida corporation ("Vision") and
Certified Maintenance Service, Inc., a Florida Corporation ("Certified").  The
Company's indirect wholly-owned subsidiaries include J.M. Stewart Industries,
Inc., a Florida corporation ("Stewart Industries") and J.M. Stewart Corporation,
a Florida corporation ("Stewart Corporation"), each of which is directly owned
by SEMCO, and TracTel Communications, Inc., a Florida corporation ("TracTel"),
which is directly owned by Stewart Corporation.

  Since the commencement of its operations, the Company has been engaged in the
manufacture and sale of a line of products which, when installed in compressed
air lines, substantially reduce or totally eliminate water and condensate
problems and most foreign contaminants, such as moisture, oil, dust, rust, and
the like, in the air line.  The Company assembles and ships all of its products
from its owned facility in Port Orange, Florida.  However, in order to minimize
production costs, the actual components are manufactured by others using tooling
owned by the Company.
 
  Heritage was incorporated on September 27, 1984.  On January 5, 1991, the
Company acquired all of the issued and outstanding stock of Heritage in exchange
for shares of the Company's common stock. Heritage marketed and distributed
various packaging materials and supplies, such as cartons, tape, staples,
stretch and shrink film, foam shipping bags, Kraft paper, solid fiber board
grades and various other packing materials and supplies to industrial and
commercial establishments within an approximately 100-mile radius of Ft. Wayne,
Indiana.  This business was discontinued in August 1996.

  SEMCO was incorporated on August 12, 1993.  SEMCO is the holding company for
Stewart Corporation which designs and markets outdoor signs for institutional
businesses such as churches, schools, funeral homes and governmental/military
installations and Stewart Industries,  which produces graphic arts and screen
print products.  TracTel was incorporated March 21, 1994 and has been inactive
for its entire existence.

  On November 14, 1994, the Company acquired Vision and operated the corporation
in Orlando, Florida as a wholly-owned subsidiary offering long distance
telephone services as an authorized agent of MCI Telecommunications, Inc.
("MCI").  Th original contract between Vision and MCI for commercial long-
distance customers was originally executed in 1994 and was restated and extended

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for a new five year term in May 1996.  This contract revision had been proposed
by MCI in September 1995 and discussed with Vision over a period of eight
months.  In reliance on the new contract, Vision invested heavily in staff,
facilities and equipment in anticipation of significant commission revenue as a
result of the enhancements in the revised contract.  In November 1996, the
contracts between Vision and MCI were abruptly terminated by MCI.  A lawsuit was
filed by Vision on April 16, 1997 seeking the recovery of damages from MCI.
Because the cancellation of the contract by MCI resulted in Vision no longer
being contracted to market MCI long-distance services, its sole line of
business, the Company discontinued the operations of Vision in December 1996.

  On September 7, 1995, the Company acquired Don Bell,  located in Port Orange,
Florida and Don Bell Nevada, an inactive company.  Don Bell, which is a
commercial sign manufacturer,  was incorporated on January 1, 1982 as a
successor to a family-owned business.  Don Bell specializes in the design,
manufacture, installation and service of custom designed electronic signs.  All
manufacturing is done at its owned plant in Port Orange, Florida.  Don Bell
Nevada has remained inactive since the acquisition.

  Only July 1, 1997, the Company acquired Certified, which was incorporated on
September 27, 1991.  Certified is a service company specializing in the
servicing of electronic signs and indoor and outdoor commercial lighting.

  Unless the context otherwise requires , the term "Company" hereinafter refers
to La-Man Corporation, Heritage, Certified, SEMCO and its subsidiaries Stewart
Corporation and Stewart Industries, Don Bell, Don Bell Nevada, Vision , and
TracTel.  The Company's Consolidated Financial Statements include the accounts
of all subsidiaries.  See the footnotes to the Company's Consolidated Financial
Statements for information relating to the Company's industry segments.

LOAN AGREEMENT, LINE OF CREDIT, LETTER OF CREDIT AND NOTES PAYABLE

  On August 28, 1997 (subsequent to the June 30, 1997 year-end), the Company
obtained a $2,570,000 irrevocable letter of credit from SouthTrust Bank,
National Association ("SouthTrust") and issued an aggregate of $2,500,000 of its
Variable/Fixed Rate Credit Enhanced Notes ("Notes") secured by such letter of
credit.  The notes bear interest at a variable rate (which, including the effect
of amortization of finance costs, was an effective rate of 7.00% as of September
16, 1997).  Interest payments are due on the notes on a monthly  basis with
certain annual principal payments due each August.  The notes mature in stages
through August, 2012.  Approximately $2.1 million of the proceeds from the notes
was used to pay off all existing Company debt, including debt obtained in the
Certified acquisition, except for the Company's 8%, $750,000 convertible note
payable to Worrell Enterprises, Inc. ("Convertible Note").  The remaining
proceeds were, or will be, used to pay the closing costs of the notes and for
capital expansions of the Company's sign production facilities.

  The Company can elect under certain circumstances to cause the interest rate
on the Notes to be converted from a variable to a fixed rate, in which case
interest would be payable generally every six months after the effective date of
conversion.  Both the variable rate and the fixed rate are determined from time
to time by SouthTrust Securities, Inc., as Remarketing Agent, as being the
lowest interest rate that would, in the opinion of the Remarketing Agent, result
in the market value of the Notes being 100% of the principal amount thereof on
the date of such determination, taking into account relative market conditions
and credit rating factors as they exist on the interest 

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rate adjustment date, except that the variable rate may never exceed 18% per
annum. The Company has the right to redeem the Notes at par during any variable
rate period, and during any fixed rate period at a premium of 102% beginning on
the 4th anniversary date of conversion declining to 100% on the 6th anniversary.
$2,260,000 principal of the Notes are subject to mandatory redemption, by lot,
in stages from 1998 through 2011. Holders may tender the Notes to the
Remarketing Agent during any business day during a variable rate period and are
required to tender upon conversion of the Notes to a fixed rate, upon the
expiration of the letter of credit securing the Notes if the Company has not
previously obtained a substitute letter of credit meeting the requirements of
the Trust Indenture under which the Notes were issued, and upon certain other
events. The Remarketing Agent is required to use its best efforts to remarket
Notes tendered at the option of holders and, in certain cases, upon mandatory
tender of the Notes.

  Simultaneous with the issuance of the notes, the Company obtained a $1.3
million revolving line of credit from SouthTrust.  The line of credit bears
interest at one percent over the bank's prime rate and matures August 1999 with
renewal provisions.  As of September 16, 1997, no borrowings were outstanding
against the line of credit.

  The letter of credit, notes and line of credit are cross-collateralized by
substantially all assets of the Company and its subsidiaries, and joint and
several guarantees of each of the Company's operating subsidiaries.  The loan
documents contain various covenants, including the following financial
covenants:

  (a) The Company's ratio of Debt to Tangible Net Worth cannot exceed 3.1-to-1
      during fiscal 1998, 2.7-to-1 during fiscal 1999 and 2.4-to-1 during fiscal
      2000 and thereafter;

  (b) The Company is required to maintain working capital of $750,000 during
      fiscal 1998, $1,000,000 during fiscal 1999 and $1,250,000 during fiscal
      2000 and thereafter;

  (C) The Company is required to maintain a current ratio of 1.25-to-1 at all
      times.

  (d) The Company must maintain a fixed charge coverage of 1.3-to-1 at all
      times.

  (e) The Company is not permitted to incur any additional indebtedness in
      excess of $50,000, except for indebtedness created in the ordinary course
      of business or purchases of equipment that create a purchase money
      security interest, without the written approval of the lender.

ACQUISITION OF CERTIFIED MAINTENANCE SERVICES, INC.

  On July 1, 1997 (subsequent to the June 30, 1997 year end), the Company
acquired all of the outstanding shares of Certified in exchange for the
assumption of Certified's net liabilities.  Certified is a company that services
indoor and outdoor signage and lighting.  Through a network of subcontractors,
as well as its own service fleet and staff, Certified specializes in providing
service nationwide to multi-store retail outlets such as department stores,
grocery stores, gas stations, office complexes and clothing outlets.  Upon
acquisition, the operations of Certified were merged with the installation and
service operations of Don Bell to form a single operating division.

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ACQUISITION OF DON BELL INDUSTRIES, INC.

  On September 7, 1995, the Company acquired all of the outstanding shares of
Don Bell a Port Orange, Florida, manufacturer of commercial signs in exchange
for 275,000 newly issued shares of La-Man Common Stock, the $750,000 Convertible
Note and cash of $360,000.  The convertible note, which is convertible into La-
Man common stock at $4.76 per share, is payable in equal annual installments of
$250,000 in the last three years of the note.  Interest is payable semi-annually
and the Company has a call feature at 105% of principal in year one reducing
annually to 100% in year five.  As an adjustment to the purchase price,
additional notes payable totaling $626,477 were issued on January 31, 1997 to
the previous owners of Don Bell.  Such notes were paid in full and retired with
the proceeds of a refinancing of the Company's indebtedness on August 28, 1997.

ACQUISITION OF VISION TRUST MARKETING, INC.

  In November 1994, the Company purchased the outstanding shares of common stock
of Vision (whose operations were subsequently discontinued in December, 1996),
an authorized agent of MCI.  Under the terms of the acquisition agreement, La-
Man canceled certain contractual advances due from Vision in the amount of
$180,195 and assumed the net liabilities of Vision.  It also entered into a
consulting agreement with the prior owner of Vision and issued 70,000 newly
issued shares of common stock under its 1994 Amended and Restated Employee and
Consultant Stock Compensation Plan as consideration for consulting fees under
the agreement.

PRINCIPAL PRODUCTS

  Signage and Related Products.  The Company's signage segment accounted for 90%
and 88% of consolidated sales for 1997 and 1996, respectively and includes the
design, manufacture and sale of custom signage by Don Bell, the sale of stock
institutional signage by Stewart Corporation, the production of graphic arts and
screen printed products by Stewart Industries and the service, maintenance and
installation of lighting and signage by both Don Bell and Certified.

  Don Bell  is a producer of electronic message centers, custom designed
identification systems and custom graphic systems for commercial clients. Don
Bell specializes in developing and installing interior and exterior themed
signage programs for shopping malls, parks, speedways, restaurants, vacation
destinations and other facilities with a themed image.  Deposits of 20% to 50%
of a total sale are generally received before manufacture of a custom sign
project begins.  In addition, depending upon the value of the project,
installment payments are received with final payment due upon  installation and
receipt of all necessary governmental and zoning permits.  In addition to
outright sales, Don Bell offers leases to customers which are generally for five
year terms.

  Don Bell's product line is very diverse and includes single and multiple face
fluorescent backlit identification signs, changeable copy reader boards,
electronic time and temperature displays, large pylon electronic and non-
electronic identification signs, monochrome electronic message centers and
multi-color wedge-based electronic displays.  In addition, Don Bell often
produces smaller peripheral signs to complement larger signs and create a
signage theme for its customers.

  On September 16, 1997, Don Bell entered into a marketing agreement with
Electronic Sign Corporation d/b/a Ad Art, a California corporation that is a
leader in the industry in the production of wedge-based, colored-lens electronic
signs.  Under the marketing agreement, Don Bell has 

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exclusive rights to market the west coast manufacturer's wedge-based product in
seven southeastern states and will be permitted to market on a non-exclusive
basis world-wide. The signs sold under this agreement will be manufactured by
Don Bell with only the wedge-based components being supplied by the west coast
manufacturer. In coordination with this manufacturer, Don Bell will continue
development of the Emotion(R) Windows-based software to be used in conjunction
with the wedge-based hardware. There is presently no other Windows-based
computer software on the market for operation of these wedge-based signs. Access
to this top-of-the-line wedge-based technology positions Don Bell amongst the
elite electronic sign manufacturers in the world. Management believes that 
wedge-based products will be the preeminent sign product of the future with
their low operating cost and brilliant video displays.

  Sales of custom signage by Don Bell accounted for 36% and 32% of consolidated
sales and 40% and 37% of signage segment sale for 1997 and 1996, respectively.
Don Bell does not depend upon a single customer, or a few customers, the loss of
any one or more of which would have a material adverse effect upon Don Bell.
From time to time, however, Don Bell does enter into contracts of significant
value that may represent more than ten percent of Don Bell's sales in any one
particular year.  Since these large contracts vary in amount from year to year
and are not with the same customer or group of customers each year, Don Bell
does not have a significant economic dependence upon a single customer or group
of customers.

  Stewart Corporation markets custom designed and standard sign products
specifically designed for outdoor use by institutional organizations such as
churches, schools, funeral homes and governmental/military installations. The
Company continually seeks markets in other institutional organizations. The
signs and signage products sold by Stewart Corporation are constructed from
quality materials intended to provide years of service to the institutional
customer. A twenty-year comprehensive warranty is provided with each sign
product sold by Stewart Corporation, and warranty claims have historically been
less than one percent of sales. The sign cabinet is constructed of heavy gauge
aluminum extrusions which are welded at mitered corners. The exterior of the
sign cabinet is painted in various, selected customer colors utilizing high
quality automotive paints. The formed faces of the signs are constructed of a
polycarbonate product principally manufactured by General Electric under the
product name Lexan. The Lexan provides a sign face which is long lasting,
weather and hazard resistant and extremely shatterproof. The actual design of
the sign can be selected from various stock models which have been designed by
Stewart Corporation or a sign may be custom designed by the customer with
Stewart Corporation's assistance.

  The signs are internally illuminated by fluorescent lamps for night
visibility, and have facing which permits the user to customize the message or
announcement on the sign.  The signs are supported by an external structure
called a yoke, which utilizes rectangular steel or aluminum tubing from the
frame's base plate up to and around the sign.  The signs utilize a steel base
plate which can be bolt mounted on a concrete, stone or steel pylon base.  The
signs are designed for ease of installation by the customer.

  Sign and sign component manufacturing historically have been carried out under
Stewart Corporation's supervision by non-affiliated manufacturing and assembly
businesses.  The majority of the sign manufacture is now handled by one
unaffiliated company with a limited amount of manufacturing being completed by
Don Bell.  Drawings and specifications are submitted to the manufacturer, prices
are negotiated and Stewart Corporation places individual orders with the vendor
based on the agreed upon prices.  Products are shipped directly to the customer
from the third-party 

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manufacturer and, consequently, Stewart Corporation does not maintain an
inventory of stock signs at its facilities. Deposits of up to 50% of the sales
price are received from the customer at the time the order is placed with final
payment generally due 30 days after shipment. The manufacturing process utilizes
molds, the engineering and design of which are proprietary to Stewart
Corporation. The Company is currently in the process of expanding its sign
production facilities in Port Orange, Florida to provide capacity to produce
nearly all of the signs sold by Stewart Corporation and reduce or eliminate
Stewart Corporation's dependence upon its present third-party manufacturer.
Initially, the Company planned to construct the Stewart Corporation signs at the
Don Bell facilities. However, due to the significant difference in cost
structure in manufacturing mass-produced institutional signs versus
manufacturing the high-custom signs historically produced by Don Bell,
management determined that a separate production plant would result in more
efficient and profitable production of the Stewart Corporation signs.

  Sales of institutional signs by Stewart Corporation accounted for 46% and 47%
of total consolidated sales and 52% and 54% of the signage segment's sales
during 1997 and 1996, respectively.  Stewart Corporation does not depend upon a
single customer, or a few customers, the loss of any one or more of which would
have a material adverse effect upon Stewart Corporation. No single customer of
Stewart Corporation accounted for sales equal to ten percent  or  more of
Stewart Corporation revenues during 1997 or 1996.

  Sales to churches and schools accounted for 67% and 28% of Stewart
Corporation's sales during 1997 and 75% and 24% of Stewart Corporation's sales
during 1996, respectively with the remainder of sales coming from the
governmental/military, funeral home and other markets.  While churches and
schools will continue to be core markets, Stewart Corporation intends to
continue to pursue opportunities in additional markets.  Sales in the
governmental/military market are expected to significantly increase in future
years.

  Both Don Bell and Certified provide installation, service and maintenance on
interior and exterior lighting and signage.  Prior to the acquisition of
Certified on July 1, 1997, the majority of the service work performed by Don
Bell was performed under five year maintenance agreements on signs sold by Don
Bell.  The acquisition of Certified expanded this business to include service on
other manufacturers' signs as well as service of interior and exterior lighting.

  The service and installation department of Don Bell was merged with the
operations of Certified to form a single service division within the Company.
Through a network of subcontractors and its own fleet of 31 service trucks in
Port Orange, Orlando and Tampa, Florida, as well as Atlanta, Georgia and Las
Vegas, Nevada, the Company specializes in providing service nationwide to multi-
store retail outlets such as department stores, grocery stores, gas stations,
office complexes and clothing outlets while continuing to sell service contracts
on signs manufactured by Don Bell.

  Service sales accounted for approximately 6% and 7% of consolidated sales and
7% and 8% of signage segment sales for 1997 and 1996, respectively.  Management
expects service revenues to triple in future years as a result of the
acquisition of Certified on July 1, 1997.

  Stewart Industries produces graphic arts and screen printed products.  Stewart
Industries  also uses computers to design and produce die cut vinyl letters,
symbols, and logos for signs.  Stewart Corporation purchases changeable screen
printed copy letters and lettered signs for its church and school signs from
Stewart Industries.  Approximately 71% of Stewart Industries sales during both

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1997 and 1996 were to Stewart Corporation. These intercompany sales are
eliminated in the consolidated financial statements. Sales of graphic arts and
screen printed products to third-party purchasers accounted for less than one
percent of consolidated sales and less than two percent of signage segment sales
for both 1997 and 1996.

  Filtration and Related Products.  The filtration segment, which accounted for
10% and 12% of consolidated sales for 1997 and 1996, respectively, includes the
manufacture and sale of a line of products which, when installed in compressed
air lines, substantially reduce or totally eliminate water and condensate
problems and most foreign contaminants, such as moisture, oil, dust, rust, and
the like, in the air line.

  The Company is presently producing the Pneumatic/Dryer(R) in a base model
designated Model L-100 and accepts special orders on other sizes and variations.
The Pneumatic/Dryer(R) is designed to be installed in a compressed air line
within six feet of the end use.  These products remove moisture and impurities
from compressed air lines at rates ranging from 10 standard cubic feet per
minute (SCFM) to 150 SCFM.  The Pneumatic/Dryer(R) has a replaceable cartridge
which can be changed in most models without disconnecting the air line.

  The Extractor/Dryer (R) is designed to remove moisture and impurities from
compressed air lines at higher levels of volume than the Pneumatic/Dryer(R) (15
SCFM - 2000 SCFM).  The Extractor/Dryer (R) uses a two-step air filtration
process, rather than a single-stage process, to remove moisture and harmful
contaminants from compressed air lines. The Company currently manufactures ten
sizes of the Extractor/Dryer (R) which have been used in a variety of systems
and equipment, including industrial, automotive, atomic energy plants, hospital,
dental, bakery and sandblasting equipment and numerous other applications. It
can be used to supplement the Pneumatic/Dryer(R) for demanding applications,
such as spray painting.  The various Extractor/Dryers and Pneumatic/Dryers
accounted for approximately 7% of consolidated sales in 1997 and 8% of
consolidated sales in 1996.

  The Pneuguard (R) is an advanced air tool lubricator which supplies a precise
amount of lubricant to the inside of an air tool.  Its unique design, which
combines a ball check valve, a flow sensor and pressure diaphragm, prevents
sudden surges of lubricant at start-up or impulse operations. Moreover, unlike
gravity-fed devices, the Pneuguard(R) efficiently lubricates air tools in any
position in which it is set.  The LA-MAN Dryer/Pneuguard(R), as indicated by its
name, combines the moisture and contaminant- removing function of the
Pneumatic/Dryer(R) with the lubricating function of the Pneuguard(R).  The use
of this product facilitates the continuous operation of compressed  air
machinery.  Sales of the Pneuguard(R) and Dryer/Pneuguard(R) accounted for less
than one percent of consolidated sales in both 1997 and 1996.

  The Company also manufactures and markets replacement filters and filter
materials for each of its filtration devices.  Replacement filter sales
represented 3% of consolidated net sales during both 1997 and 1996.

PATENT AND TRADEMARK PROTECTION

  The Company is the owner of ten issued U.S. patents.  A U.S. patent gives the
patent owner the exclusive right to exclude others from making, using, and
selling the invention for seventeen years from the grant of the patent.  The
issued patents are: U.S. Reg. No. 4,464,186 relating to the 

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Pneumatic Liquid Evaporator/Extractor (expires in the year 2001); No. 4,483,417
relating to the Pneuguard(R) Lubricator (expires in 2001); No. 4,487,618
relating to the Extractor/Dryer (R) (expires in 2001); No. 4,810,272 relating to
the Air Inlet Valve Arrangement for Pneumatic Equipment (expires in 2006); No.
Re32,989 (Reissue of No. 4,600,416) relating to the Air Line Vapor Trap (expires
in 2003); No. 4,874,408 relating to a Liquid Drain Assembly (expires in 2006);
No. 4,925,466 relating to a Filter Cartridge Assembly (expires in 2007); No.
5,030,262 relating to the Air Vapor Trap and Drain (expires in 2008); No.
5,114,443 relating to the Air Line Vapor Trap (expires in 2009) and No.
5,261,946 relating to the Air Line Vapor Trap With Air Warming System (expires
in 2010).

  The Company also is the owner of nine foreign patents and patents
applications: Canadian Nos. 1,206,889 relating to the Pneumatic Dryer (expires
2003), 1,197,477 relating to the Extractor/Dryer(R) (expires 2002),1,207,674
relating to the Pneuguard(R) Lubricator (expires 2003), and 1,267,057 relating
to the Air Line Vapor trap(expires 2007), Canadian Patent Application No.
2,064,401 for the Air Line Vapor With Air Warming System; Japanese Patent Nos.
1,410,903 relating to the Airline Lubricator (expires 2002), and 1,899,252
relating to the Air Line Vapor Trap (expires 2001), Taiwanese Patent No. UM
55136 relating to the Air Inlet Valve Arrangement for Pneumatic Equipment
(expires 2000), and Swedish Patent No. 101,861 relating to the Airline
Lubricator (next renewal date July 13, 1997).

  The Company is the owner of U.S. Reg. No. 1,287,666 for the trademark LA-
MAN(R), Reg. No. 1,328,054 for PNEUGUARD(R), Reg. No. 1,596,100 for
EXTRACTOR/DRYER(R), and Reg. No. 1,790,935  for ENCAPULATOR(R), all on the
Principal Register of the U.S. Patent and Trademark Office,  Reg. No. 1,359,880
for the mark EXTRACTOR(R) on the Supplemental Register and Reg No. 1,844,119
for "We make Compressed Air Work".  A Trademark is exclusive to the owner and is
used to identify the Company's products and distinguish them from products sold
by others,  Federal trademark protection is perpetual, but the Company must
renew its trademarks every 10 years.

  The Company believes its filtration and lubrication products are proprietary
assets of the Company's filtration segment.  The Company intends to maintain all
patents and trademarks material to its business for their complete respective
terms.  Patents generally are granted for 17-year terms and are nonrenewable;
trademarks are renewable for 10-year terms.  The products and services of SEMCO,
Stewart Corporation, Stewart Industries and Don Bell are non-proprietary and, as
a result, trademarks and patents are not deemed material to the Company's
signage segment.

MARKETING AND DISTRIBUTION

  Don Bell markets all products through a staff of commissioned salespersons and
commissioned independent sales contractors and, primarily electronic message
centers, through dealers.  It also participates in conventions, advertising
programs and trade associations.  Its long-time reputation as a quality
manufacturer is a valued source of sales leads.

  SEMCO, through Stewart Corporation, markets its signs by direct marketing
efforts which include direct mail, telephone calls on prospective church, school
and institutional customers, and direct calls made upon the procurement
personnel of various national churches and church denominations, school board
officials and school procurement personnel. Stewart Corporation also
participates in church, school and governmental/military conventions,
denominational meetings and

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other events attended by representatives of potential church, school and
governmental/military customers. Stewart Corporation also advertises its
products and services through church denominational publications and bulletins,
and publications of schools, school boards and school administrative personnel.
Stewart Corporation's management estimates that approximately 68% of church sign
sales are the result of direct marketing activities, and approximately 96% of
school sign sales are the result of direct marketing activities.

  Stewart Corporation also markets products through joint venture and similar
arrangements with the denominational headquarters of various organized churches.
Under the joint venture marketing strategy, Stewart Corporation products are
presented in denominational publications which are disseminated to member
churches.  Stewart Corporation is presented as an appointed supplier of the
signs and related products and member churches are encouraged to purchase such
products from Stewart Corporation.  Under such joint marketing arrangements,
Stewart Corporation remits a commission to the denominational headquarters based
upon product sales.  Stewart Corporation management estimates that approximately
32 % of church sign sales are to joint ventures.

  Stewart Corporation has established a joint venture marketing arrangement with
the Sunday School Board of the Southern Baptist Convention, one of the largest
Protestant denominations in the United States.  The Sunday School Board endorsed
Stewart Corporation as its official representative to market church signs to
Southern Baptist churches, and Stewart Corporation remits a commission to the
Sunday School Board for sales produced under the agreement.  Stewart Corporation
and the Sunday School Board jointly plan and administer the advertising and
marketing under this agreement.   Approximately 24% and 23% of sales of church
signs for 1997 and 1996, were made through the joint venture arrangement with
the Southern Baptist Convention.

  Stewart Corporation has established a marketing arrangement with the Gospel
Publishing House (Assemblies of God denomination).  The Gospel Publishing House
endorses Stewart Corporation as its official representative to market church
signs to Assemblies of God churches and other churches regularly serviced by the
Gospel Publishing House.  Stewart Corporation pays a commission to the Gospel
Publishing House for sales produced under the agreement.  The Gospel Publishing
House plans and executes the church sign advertising and all customer responses
are forwarded to Stewart Corporation. Approximately 7% of sales of church signs
for both 1997 and 1996 were made through the marketing agreement with Gospel
Publishing House.

  Stewart Corporation has also established such joint venture and similar
arrangements with Messenger Publishing House (Pentecostal Church of God
denomination), the Church Growth Institute, and Randall House Publishing of the
Free Will Baptist Church.  Other than discussed above, no joint venture
arrangement comprised more than 5% of total sales during 1997 or 1996.

  The average size of a sale under the joint venture agreements is approximately
the same as the average size of a sale to other customers of Stewart
Corporation.  Stewart Corporation will also endeavor to establish similar joint
venture arrangements with other church denominational headquarters.  The total
number of churches presently  operating  in  the United States and Canada,
including denominational churches, is estimated by management at 375,000.

  Stewart Corporation also  intends to utilize joint venture arrangements in
sign marketing to schools, whereby Stewart Corporation will secure sign product
endorsements from school boards 

                                       10
<PAGE>
 
and other administrative and governing bodies. Management estimates that there
are approximately 170,000 schools, colleges and universities in the United
States.

  Don Bell and Certified market service agreements through direct sales calls as
well as the sale of five year service agreements on signs manufactured by Don
Bell.  Through a network of subcontractors, as well as its own fleet of service
trucks in Port Orange, Orlando and Tampa, Florida, as well as Atlanta, Georgia
and Las Vegas, Nevada, the Company specializes in providing service nationwide
to multi-store retail outlets such as department stores, grocery stores, gas
stations, office complexes and clothing outlets.  As a result, a significant
portion of marketing is dedicated to direct sales calls on the corporate or
regional headquarters of national retailers.  In addition to national and
regional sales, the company markets service to local retailers such as
automobile dealers and shopping malls.  The Company also cross markets its
signage and lighting services to provide a full range of services to its current
customers.

  The Company's filtration and lubrication business uses various techniques in
marketing its products, such as trade media advertising, direct mail, attendance
at trade shows and direct customer contact.  Presently, approximately five
percent of La-Man's products are sold by seven non-exclusive commissioned
representatives.  The balance is sold directly by the Company principally to end
users, warehouse distributors and jobbers.  The Company has expanded its
marketing strategy to target the original equipment manufacturer  ("OEM") market
directly, rather than through distributors.

BACKLOG

  Don Bell's customers place orders on an as-needed basis. Deposits of up to 50%
are obtained with the order from customers based on negotiations of the sales
contract. Delivery and installation are dependent on the size and customization
required of the order and are usually completed within two months, except for
long-term contracts.  Don Bell does not have "backlog orders" which it is not
able to fill in accordance with its usual practice.  However, it did have
contracts in process exceeding $2,400,000 in contract value as of June 30, 1997.

  Stewart Corporation's customers place orders on an as-needed basis.  Stewart
Corporation authorizes the manufacture of the sign when it obtains a deposit,
customarily 50% of the order, from the customer.  The completed sign is shipped
to the customer approximately 6-8 weeks after the deposit is received by Stewart
Corporation.  As of June 30, 1997, Stewart Corporation did not have any firm
orders for products which it had not been able to fill in accordance with its
usual practice.

  Most of the Company's filtration customers place orders on an as-needed
basis, which orders generally have been filled in accordance with the usual
practice of filling orders within one to five days after receipt of such orders
and in accordance with the delivery requirements of the Company's customers.
The Company did not have any firm orders for products which it had not been able
to fill in accordance with its usual practice.  The Company's larger customers
provide the Company with "blanket orders," i.e., scheduled orders at designated
prices over the course of six month or twelve month periods.  Such orders are
subject to modification by the customer from time to time.

                                       11
<PAGE>
 
EMPLOYEES

The Company presently has 159 full-time employees.  The following table shows
the breakdown of employees:

<TABLE>
     <S>                                      <C>                                  <C>  
     Signage Segment:                                                                 
          Commercial Signage                  Port Orange, Florida                  63
          Institutional Signage               Sarasota, Florida                     49
          Installation and Service            Various Locations                     26
          Graphic Arts and Screen Printing    Sarasota, Florida                      5
                                                                                   --- 
                                                                                   143
     Filtration Segment                       Orlando and Port Orange Florida       12
     Executive Offices                        Orlando, Florida                       4
                                                                                   159 
                                                                                   === 
</TABLE>
                                                            


The Company considers its relationships with its employees satisfactory and is
not a party to any collective bargaining agreement.

COMPETITION

  Don Bell and Certified are in a highly competitive market, primarily for
medium-to-large sign programs and electronic message systems, with both national
and local sign makers.  The strength of its sales force, quality of its products
and electronics, price and name recognition are the keys to its successful sales
record.  The sign and lighting service industry is dominated by small, single
location service companies.  Don Bell's and Certified's multiple location
dispatch centers in Port Orange, Orlando and Tampa, Florida as well as Atlanta,
Georgia and Las Vegas, Nevada, in combination with an extensive network of
subcontractors enable service to the entire country, which gives the Company a
competitive advantage in the signage and lighting service market.

  Stewart Corporation encounters substantial competition on signs and related
products from a myriad of local signage companies which operate throughout the
United States and Canada.  In the opinion of the management of Stewart
Corporation, the principal factors in such competition are product pricing,
service, quality, design, production and delivery time, and product warranties.
Stewart Corporation products contain materials of high quality.  A twenty- year
sign warranty is also provided.  Stewart Corporation management believes that
the comparative quality of the Stewart Corporation sign product, together with
related services provided and the extensive product warranty, permit Stewart
Corporation to effectively compete with other sign companies. Additionally,
Stewart Corporation believes that its joint venture marketing strategy provides
access to potential church and school customers which is generally not available
to such local concerns. Stewart Corporation is aware of only one other sign
company, Signs Plus, that markets its products in a manner similar to Stewart
Corporation. Stewart Corporation believes such competing entity does not have a
joint venture marketing relationship with any church denomination headquarters
or school board that has a joint venture marketing agreement with Stewart
Corporation.  Stewart Corporation also competes with a number of smaller
companies, particularly, in the sale of lower volume economy signs.

                                       12
<PAGE>
 
  The Company's filtration manufacturing segment is subject to substantial
competition from a number of  companies.  At present, screening devices such as
filters and cumbersome water traps are the principal methods of attempting to
remove moisture and other impurities from compressed air lines.  The Company  is
not aware of any product presently produced and marketed that offers the range
of uses, effectiveness and ease of installation provided by the Company's line
of products. The principal methods of competition include performance, service
and price.  Management believes the Company's product prices are within the
range of the prices of its competitors.

GOVERNMENT REGULATION

  The Company has no knowledge of any U. S. governmental regulations which
adversely affect its business operations.  In the manufacture of its products
for government agencies, the Company is required to meet certain governmental
specifications.  The Company has had no difficulty satisfying these
requirements.
 
ENVIRONMENTAL PROTECTION COMPLIANCE

  The Company has no knowledge of any federal, state or local environmental
compliance regulations which materially affect its current business activities.
The Company has  not expended any capital to comply  with environmental
protection statutes and does not anticipate that such expenditures will be
necessary in the future with respect to its products.

RESEARCH AND DEVELOPMENT COSTS

  Don Bell is expected to incur continuing research and development costs for
enhancement of its message centers and for reduction of manufacturing costs.
Stewart Corporation and Stewart Industries' operations do not require the
expenditure of any sums for research and development. The Company's expenditures
for its last two fiscal years on research and development of new filtration and
lubrication products were not significant

ITEM 2.  PROPERTIES
-------------------

  The Company maintains its executive offices in a 5,250 square foot leased
facility in an office and retail complex in Orlando, Florida under a five year
lease expiring in 2000.

  Don Bell operates in its owned manufacturing facilities; a 38,000 square foot
structure in Port Orange, Florida.  This building, situated on eight acres of
land owned by Don Bell, is a one and one half-story, steel frame structure with
a metal roof and slab floor.  Don Bell also owns an adjacent 1.0 acre parcel of
land.  This adjacent parcel is wooded and would require significant improvement
before any structures could be constructed upon it.  In addition to the owned
facilities, Don Bell and Certified operate services branches out of the
corporate headquarters in Orlando, Florida and in a 3,380 square foot facility
in Tampa, Florida leased under an agreement that expires in February, 1998.
Service trucks are stationed at customers' facilities in Atlanta, Georgia and
Las Vegas, Nevada.

                                       13
<PAGE>
 
   Stewart Corporation leases approximately 8,175 feet of office space in
Sarasota, Florida for a five-year term that ends on December 31, 2000.  Stewart
Industries leases, for its graphics and screen print operation, space in
Sarasota, Florida for a one-year term that ends on January 31, 1998. SEMCO does
not have separate offices and conducts its  business from the offices of Stewart
Corporation.

  The Filtration segment operates in its owned manufacturing facilities; an
8,750 square foot structure in Port Orange, Florida.  This building, situated on
approximately one acre of land adjacent to the Don Bell property, is a one-
story, steel frame structure with a metal roof, slab floor, heat and partial
central air conditioning.

  The Company is presently in the process of acquiring an additional facility in
which to manufacture signs for Stewart Corporation.  The new facility will be
approximately 14,000 square feet and is adjacent to both the Don Bell and
Filtration facilities.

  All properties currently owned by the Company, as well as the planned facility
for the manufacture of signs for Stewart Corporation, are pledged as collateral
against the letter of credit, notes and line of credit entered into with
SouthTrust on August 28, 1997.


ITEM 3.  LEGAL PROCEEDINGS.
---------------------------

  In November 1996, the agency contracts between Vision and MCI were abruptly
terminated by MCI. The contract for commercial long-distance customers was
originally executed in 1994 and was restated and extended for a new five-year
term in May 1996. This contract revision had been proposed by MCI in September
1995 and discussed with Vision over a period of eight months. In reliance on the
new contract, Vision invested heavily in staff, facilities and equipment in
anticipation of significant commission revenue as a result of the enhancements
in the revised contract. A lawsuit was filed by Vision on April 16, 1997 seeking
the recovery of damages from MCI.

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

  None.



                 (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)

                                       14
<PAGE>
 
                                    PART II


ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SECURITY HOLDER
---------------------------------------------------------------------------
MATTERS.
--------

  The Company's common stock is quoted on the NASDAQ Small Cap Market under the
trading symbol "LAMN" but is not traded on any exchange.  The following table
indicates the range of high and low bid prices for the common stock for each
full quarterly period within the two most recent fiscal periods ended June 30,
1997 and June 30, 1996 as such quotes were supplied by the NASDAQ Small Cap
Market to the National Quotation Bureau, Inc. and reported to the Company by the
National Quotation Bureau, Inc.  The market quotations reflect inter-dealer
prices, without retail mark-up, mark-down or commission and may not necessarily
represent actual transactions.

<TABLE> 
<CAPTION> 
  Fiscal Year                                    Common Stock Bid Prices
                                                 -----------------------
    Ending           Quarter Ending                 High          Low
 -------------     ------------------             --------     --------      
<S>                <C>                           <C>           <C>
June 30, 1996      September 30, 1995               $1.38        $0.63
                   December 31, 1995                 2.25         1.00
                   March 31, 1996                    1.44         0.97
                   June 30, 1996                     1.41         0.88
 
June 30, 1997      September 30, 1996                2.13         0.88
                   December 31, 1996                 2.00         1.00
                   March 31, 1997                    2.00         1.09
                   June 30, 1997                     2.69         1.25
</TABLE>

  As of September 16, 1997 there were approximately 900 holders of record of
the Common Stock.

  The Company has never paid and does not anticipate paying any cash dividends
on its Common Stock in the foreseeable future, but instead intends to retain all
working capital and earnings,  if any, for use in the Company's business
operations and in the expansion of its business.


ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
-------------------------------------------------------------------------
RESULTS OF OPERATIONS.
--------------------- 

RESULTS OF OPERATIONS

  The Company's consolidated financial statements include the accounts of the
Company and its subsidiaries Heritage, SEMCO, Stewart Corporation, Stewart
Industries, TracTel, Vision and Don Bell and Don Bell Nevada (since September 7,
1995).  The financial statements do not include the accounts of Certified, which
was acquired on July 1, 1997.

  Results of operations from continuing activities include the operations of the
Company and its wholly owned subsidiaries SEMCO, Stewart Corporation, Stewart
Industries, TracTel, Don Bell and 

                                       15
<PAGE>
 
Don Bell Nevada. Discontinued operations include the activities of Vision, which
was discontinued in December 1996 and Heritage, which was discontinued in
August, 1996.

  Except for the historical information contained herein, certain matters
addressed in this Annual Report on Form 10-KSB may constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1993, as
amended, and Section 21E of the Securities and Exchange Act of 1934, as amended.
Such forward looking statements are subject to a variety of risks and
uncertainties that could cause actual results to be different materially from
those anticipated by the Company's management.  The Private Securities
Litigation Reform Act of 1995 (the "1995 Act") provides certain "safe harbor"
provisions for forward-looking statements.  All forward-looking statements made
in this Annual Report on Form 10-KSB are made pursuant to the 1995 Act.

YEAR ENDED JUNE 30, 1997 COMPARED WITH YEAR ENDED JUNE 30, 1996

  Sales from continuing operations increased by 20% from $13,267,545 in 1996 to
$15,945,627 in 1997.  The increased sales resulted from increases in both the
signage and filtration segments.

  Signage sales, which accounted for 90% of consolidated sales in 1997 and 88%
of consolidated sales in 1996,  increased 22% from $11,679,565 in 1996 to
$14,299,463 in 1997.  The increase was partially the result of including a full
12 months of operations of Don Bell in 1997 compared to only 10 months in 1996
after the acquisition in September, 1995.  Overall sales of custom signs
produced by Don Bell, which accounted for 36% of consolidated sales in 1997 and
32% of consolidated sales in 1996, increased by approximately 35% from 1996 to
1997.  Approximately 20% of that increase can be attributed to the longer period
of inclusion with the remaining 15% of the increase attributable to increased
volume.  This increase is the result of more concentrated sales efforts by Don
Bell combined with the division's ability to accept larger projects as a result
of the cash flow support provided by the Company since the acquisition of Don
Bell.  Sales of institutional signs by Stewart Corporation, which accounted for
46% of consolidated sales in 1997 and 54% of consolidated sales in 1996,
increased by approximately 17% from 1996 to 1997.  The increase in sales of
institutional signs over the prior year is a direct result of the addition of
several sales positions early in fiscal 1997 as well as increased marketing
efforts in the funeral home, nursing home and governmental/military markets.
Service sales, which accounted for approximately 6% of consolidated sales in
1997 and 7% of consolidated sales in 1996, increased by approximately 6% over
the prior year.  This increase is consistent with the increase in Don Bell's
sales, as the majority of the service work prior to June 30, 1997 was performed
on signs manufactured and sold by Don Bell.  The financial statements do not
show the effect on service revenues of the acquisition of Certified since the
acquisition occurred after year end on July 1, 1997 and was accounted for under
the purchase method of accounting. Graphic art and screen printing sales were
minimal and consistent from 1996 to 1997.

  Filtration sales, which accounted for 10% of consolidated sales in 1997 and
12% of consolidated sales in 1996, increased approximately 4% over 1996 from
$1,587,980 to $1,646,164.  The increase was primarily a result of price
increases as opposed to volume increases.  The Company has recently restructured
the marketing department for the filtration division and developed new marketing
techniques that are expected to increase the volume of filter sales in future
periods without sacrificing historical profit margins.

                                       16
<PAGE>
 
  The overall gross profit margin on sales decreased slightly from 51% in 1996
to 49% in 1997. The increase in sales, combined with the decreased margins,
resulted in a 17% increase in gross profit from $6,712,907 in 1996 to $7,822,552
in 1997.  The decrease in profit margins was primarily the result of the
inclusion of Don Bell for the full period in 1997 compared to only 10 months in
1996 after the September, 1995 acquisition.  The profit margins on custom signs
manufactured by Don Bell are approximately 35%, compared with profit margins on
institutional signs of approximately 56% and filtration products of
approximately 59%.

  Income from operations increased 8% over the prior year from $953,973 in 1996
to $1,031,627 in 1997.  The increase in operating income was the result of the
$1,109,645 increase in gross profit being partially offset by a $1,031,991
increase in operating expenses.

  Operating income from the signage segment increased 16% from $1,246,040 in
1996 to $1,448,813 in 1997.  Essentially all of the increase in operating income
from the signage segment came from increased operating income on institutional
signs sold by Stewart Corporation.  Stewart Corporation's sales staff was
increased and the size of the facilities was increased early in 1997. While
these changes increased the operating costs of Stewart Corporation, sales and
profit margins were also increased resulting in a 25% increase in operating
income at the division.  Operating income for custom signs and service sales was
consistent from 1996 to 1997.  In addition, operating costs of the corporate
offices were consistent from 1996 to 1997.

  Non-operating income and expense increased from a net expense of $54,758 in
1996 to a net contribution to income of $157,775 in 1997, a net increase of
$212,533.  The primary cause of this increase was the sale of three billboards
previously owned by Don Bell at a gain of approximately $260,000 in November,
1996.  In addition, interest income increased by $28,427 as a result of
increased leasing activities at Don Bell.  Interest expense increased by $31,874
as a result of having debt outstanding for the full year in 1997 for the
acquisition of Don Bell compared to having the debt outstanding for only 10
months in 1996 subsequent to the acquisition of Don Bell in September, 1995.

  The income tax benefit contributed $229,000 to income from continuing
operations in 1997 compared to $125,000 in 1996.  The income tax benefit results
from the reversal of a valuation reserve necessary to adjust the net deferred
tax asset to the amount that management believes is more likely than not to be
realized.  As of June 30, 1997, the valuation allowance for deferred income tax
assets is $367,000 and the net deferred tax asset recorded is $375,000.

  Income from continuing operations increased by 38% from $1,024,215 in 1996 to
$1,418,402 in 1997.  Of the total $394,187 increase, 20% resulted from an
increase in operating income, 54% resulted from an increase in other income and
expenses and 26% resulted from an increase in the deferred income tax benefit.

  Earnings per common share and common equivalent share from continuing
operations increased by 12% from $0.34 per share in 1996 to $0.38 per share in
1997. The effect of common stock equivalents diluted earnings per common share
and common equivalent share from continuing operations by $0.02 per share in
1996 and $0.05 per share in 1997. Earnings per common share - assuming

                                       17
<PAGE>
 
full dilution from continuing operations increased by 6% from $0.34 per share in
1996 to $0.36 per share in 1997.

  The loss from discontinued operations includes the loss from operations and
wind-down costs of Heritage, the Company's package wholesaling subsidiary that
was discontinued in August, 1996 and Vision, the Company's telemarketing
subsidiary that was discontinued in December, 1996.  The wind-down of Heritage
was completed during 1997.  All costs expected to be incurred in the continued
wind-down of Vision have been accrued at June 30, 1997.

  Earnings per common share and common equivalent share after the effects of
discontinued operations increased by 33% from $0.18 per share in 1996 to $0.24
per share in 1997. Earnings per common share - assuming full dilution after the
effects of discontinued operations increased by 28% from $0.18 per share in 1996
to $0.23 per share in 1997.

LIQUIDITY AND CAPITAL RESOURCES

  Net cash provided by continuing operating activities for 1997 was $662,854.
Net income from continuing operations provided cash of $1,395,458 net of non-
cash charges for depreciation and amortization, net gains on disposals of fixed
assets, stock contributions to the Company's 401(k) plan, the realization of
deferred income and the recognition of the deferred tax benefit.  This cash
provided was offset by a net change of $732,604 in the Company's operating
assets and liabilities. A total of $509,768 in cash was used in the operation
and wind down of the discontinued segments.

  Net cash provided by investing activities for 1997 was $138,170.  The Company
received $382,635 in proceeds from sales of fixed assets and paid $257,266 for
capital expenditures.  A total of $5,966 was spent for the maintenance of the
Company's patents while other investing activities provided cash of $18,767.

  Net cash used for financing activities for 1997 was $172,670.  Payments
against notes payable and capital lease obligations during the year totaled
$191,420.  The company received $18,750 in proceeds from the sale of stock
during the year.

  The majority of the Company's long-term debt that existed at June 30, 1997
matured over the next four fiscal years resulting in future principal payments
of $306,984 in 1998, $521,781 in 1999, $484,359 in 2000, $1,048,748 in 2001 and
$86,732 thereafter.  To improve future cash flow and reduce principal payments
due over the next four years, on August 28, 1997, the Company obtained a
$2,570,000 irrevocable letter of credit from SouthTrust and issued an aggregate
of $2,500,000 of its Variable/Fixed Rate Credit Enhanced Notes ("Notes") secured
by such letter of credit.  The notes bear interest at a variable rate (which,
including the effect of amortization of finance costs, was an effective rate of
7.00% as of September 16, 1997).  Interest payments are due on the notes on a
monthly  basis with annual principal payments due each August.  The notes mature
in stages through August 2012.  Approximately $2.1 million of the proceeds was
used to pay off all existing Company debt, including debt obtained in the
Certified acquisition, except for the Company's 8%, $750,000 convertible note
payable.  The remaining proceeds from the issuance of the notes were, or will
be, 

                                       18
<PAGE>
 
used to pay the closing costs of the notes and for capital expansions of the
Company's sign production facilities.

  Simultaneously with the issuance of the notes, the Company obtained a $1.3
million revolving line of credit from SouthTrust.  The line of credit bears
interest at one percent over the bank's prime rate and matures August, 1999 with
renewal provisions.  As of September 16, 1997 no borrowings were outstanding
against the line of credit.

INFLATION

  Although inflation has slowed in recent years, it continues to be a factor in
the Company's operations.  In recent years, the Company has taken steps to
counteract the effects of inflation by price increases and by careful cost
control. There are no other significant factors which are expected to cause a
material  increase in the general and administrative expense as a percentage of
sales.

RECENT ACCOUNTING PRONOUNCEMENTS

  See the footnotes  to the Company's Consolidated Financial Statements for
information relating to recent accounting pronouncements.

ITEM 7 FINANCIAL STATEMENTS
---------------------------

  Financial statements are included at the end of this report starting at page
F-1.


                                   PART III

THE INFORMATION REQUIRED BY ITEM 9, ITEM 10, ITEM 11 AND ITEM 12 OF THIS PART
III IS INCORPORATED BY REFERENCE FROM THE COMPANY'S DEFINITIVE PROXY STATEMENT
TO BE FILED IN CONNECTION WITH THE OCTOBER 30, 1997 MEETING OF SHAREHOLDERS OF
THE COMPANY WHICH WILL INVOLVE THE ELECTION OF DIRECTORS.

                                       19
<PAGE>
 
ITEM  13.  EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES,  AND  REPORTS  ON
------------------------------------------------------------------------
FORM  8-K.
---------

(a)  The following documents are filed as part of this Report:

<TABLE>
<S>                                                                                          <C>
LA-MAN CORPORATION AND SUBSIDIARIES
Report of Independent Certified Public Accountants - BDO Seidman, LLP....................... F-2
Consolidated Balance Sheet as of June 30, 1997.............................................. F-3
Consolidated Statements of Income for the years ended June 30, 1997 and 1996................ F-4
Consolidated Statements of Stockholders' Equity for the years ended
  June 30, 1997 and 1996.................................................................... F-5
Consolidated Statement of Cash Flows for the years ended June 30, 1997 and 1996............. F-6
Notes to Consolidated Financial Statements.................................................. F-7
</TABLE>

Exhibit
Number  Title of Exhibit
------  ----------------
  3.1   Articles of Incorporation of Registrant/1/
                                                -
  3.2   Certificate of Merger/1/
                              -   
  3.3   Bylaws of Registrant as amended/27/
                                        --   
  3.4   Amendment to Articles of Incorporation/9/
                                               -   
  3.5   Articles of Incorporation of Heritage Packaging Service, Inc./14/
                                                                      --   
  3.6   By-Laws of Heritage Packaging Services, Inc. as amended/17/
                                                                --   
  3.7   Certificate of Incorporation as amended of International Stained Glass
        Overlay, Inc./17/
              --   
  3.8   By-Laws of International Stained Glass Overlay, Inc./17/
                                                             --   
  3.9   Articles of Incorporation of Nevada SEMCO, Inc., a Nevada
        corporation/20/
                    --
  3.10  By-Laws of Nevada SEMCO, Inc./20/
                                      --   
  3.11  Articles of Incorporation of TracTel Communications, Inc., a Florida
        corporation/23/
                    -- 
  3.12  Bylaws of TracTel Communications, Inc./23/
                                               --   
  3.13  Articles of Incorporation of Vision Trust Marketing, Inc., a Florida
        corporation/27/
                    --   
  3.14  Bylaws of Vision Trust Marketing, Inc./27/
                                               --   
  3.15  Articles of Incorporation of Don Bell Industries, Inc., a Florida
        corporation/27/
                    --
  3.16  Bylaws of Don Bell Industries, Inc./27/
                                            --   
  3.17  Articles of Incorporation of Don Bell Industries of Nevada, Inc./27/
                                                                         --   
  3.18  Bylaws of Don Bell Industries of Nevada, Inc./27/
                                                      --   
  3.19  Articles of Incorporation of Certified Maintenance Service, Inc.
  3.20  Bylaws of Incorporation of Certified Maintenance Service, Inc.
  4.1   Specimen of Common Stock Certificate/17/
                                             --   
  4.2   Specimen of Warrant Certificate (as revised)/17/
                                                     --   
  4.3   Form of Representative's Unit Purchase Option (as revised)/20/
                                                                   --   
  4.4   Form of 10% Subordinated Debenture/17/
                                           --   
  4.5   Form of Series SD Common Stock Purchase Warrant/17/
                                                        --   
  4.7   Form of Warrant Agreement among Registrant, Mathews, Holmquist &
        Associates, Inc., and Continental Stock Transfer & Trust Company
        (revised)/20/
                  --
  4.8   Specimen Certificate of Common Stock to be included in Units/17/
                                                                     --   

                                       20
<PAGE>
 
  4.9   Form of March, 1993 Amendment to the 10% Subordinated Debenture/17/
                                                                        --   
  4.10  Form of May, 1993 Amendment to the 10% Subordinated Debenture/18/
                                                                      --   
  4.11  Form of Series SD Common Stock Purchase Warrant Certificate (as
        amended)/28/
                 --
  4.12  Form of Series DFRV Common Stock Purchase Warrant Certificate (as
        amended)/28/
                 --
  4.13  Amendment No. 1 to Warrant Agreement, dated as of December 8, 1995,
        between La-Man Corporation and Continental Stock Transfer & Trust
        Company, as Warrant Agent/29/
                                  --
  4.14  Amendment No. 2 to Warrant Agreement, dated as of January 10,1997,
        between La-Man Corporation and Continental Stock & Transfer Company, as
        Warrant Agent
  10.1  Royalty Agreement Re: U.S. Patent No. 4,116,650/1/
                                                        -
  10.2  License Agreement Re: U.S. Patent No. 4,116,650/1/
                                                        -   
  10.3  Assignment of U.S. Patent No. 4,116,650/1/
                                                -   
  10.4  Agreement to Purchase Patents and Applications for Patents, Trademarks
        and Applications for Trademarks and International Marketing and Sales
        Rights between Registrant and J & M Company Ltd. dated November 9, 
        1987/16/
             --
  10.5  Assignment of Patents and Applications for Patents, Trademarks and
        Applications for Trademarks and International Marketing and Sales Rights
        to J & M Company, Ltd. dated November 9, 1987/16/
                                                      --
  10.6  Assignment of Trademark/12/
                                --   
  10.7  Assignment of Patents and Patent Applications/12/
                                                      --   
  10.8  Merger Agreement between Nevada SEMCO, Inc. and Stewart Eleemosynary
        Marketing Corporation, dated August 19, 1993/19/
                                                     --   
  10.9  Amendment to J & M Agreement dated May, 1992/16/
                                                     --   
  10.10 1988 Incentive Stock Option Plan/17/
                                         --   
  10.11 1992 Stock Option and Appreciation Rights Plan/17/
                                                       --
  10.12 Employment Agreement dated November 4, 1992 between Registrant and
        Philip Howe Hoard/17/
                          --
  10.13 Employment Agreement dated July 26, 1993 between Registrant and Philip
        Howe Hoard/20/
                   --   
  10.14 Employment Agreement dated August 19, 1993, between J.M. Stewart
        Corporation and J. Melvin Stewart/20/
                                          --   
  10.15 Employment Agreement dated as of April 28, 1994 between Registrant and
        J. William Brandner/21/
                            --   
  10.16 Stock Option Agreement dated as of September 6, 1994 between Registrant
        and J. William Brandner/23/
                                --
  10.17 Stock Option Agreement dated as of September 6, 1994 between Registrant
        and Richard W. Coffman/23/
                               --
  10.18 Stock Option Agreement dated as of September 6, 1994 between Registrant
        and Michael J. Derrick/23/
                               --   
  10.19 Stock Option Agreement dated as of September 6, 1994 between Registrant
        and Philip Howe Hoard/23/
                              --
  10.20 Stock Option Agreement dated as of September 6, 1994 between Registrant
        and Otto J. Nicols/23/
                           --   
  10.21 Stock Option Agreement dated as of September 6, 1994 between Registrant
        and J. Melvin Stewart/23/
                              --   
  10.22 Stock Option Agreement dated as of September 6, 1994 between Registrant
        and Max D. Tavernier/23/
                             --

                                       21
<PAGE>
 
  10.23   Telecommunications Agreement dated February 25, 1994 among Registrant,
          Vision Trust Marketing, Inc. and Tampa Bay Financial, Inc./21/
                                                                   --   
  10.24   Joint Marketing Agreement effective March 31, 1994 among Vision Trust
          Marketing, Inc., TracTel Communications, Inc. and J. M. Stewart
          Corporation/21/
                    --
  10.25   Stock Purchase and Sale Agreement dated as of November 14, 1994
          between and among La-Man Corporation, TracTel Communications, Inc.,
          Vision Trust Marketing, Inc., Pamela J. Wilkinson and Stuart M.
          Cohen/24/
                --   
  10.26   Consulting Agreement dated as of November 17, 1994 between and among
          La-Man Corporation, Vision Trust Marketing, Inc. and Pamela J.
          Wilkinson/24/
                    --
  10.27   Amendment No. 1, dated as of August 31, 1995 to Employment Agreement
          between Registrant and J. William Brandner/27/
                                                     --   
  10.28   Amendment No. 1, dated as of August 31, 1995 to Employment Agreement
          between Registrant and Philip Howe Hoard/27/
                                                   --
  10.29   Amendment No. 1, dated as of August 31, 1995 to Employment Agreement
          between Registrant and J. Melvin Stewart/27/
                                                   --   
  10.30   Stock Option Agreement dated as of September 1, 1995 between
          Registrant and J. William Brandner/27/
                                             --   
  10.31   Stock Option Agreement dated as of September 1, 1995 between
          Registrant and Philip Howe Hoard/27/
                                           --   
 10.32    Stock Option Agreement dated as of September 1, 1995 between
          Registrant and J. Melvin Stewart/27/
                                           --   
  10.33   Stock Purchase and Sale Agreement dated as of September 7, 1995 among
          Registrant, Don Bell Industries, Inc., Worrell Enterprises, Inc. and
          Gary D. Bell /26/
                        --   
  10.34   8% Convertible Note of Registrant, dated September 7, 1995, in
          principal amount of $750,000 to Worrell Enterprises, Inc./26/
                                                                    --   
  10.35   Employment Agreement dated as of September 7, 1995 among Registrant,
          Don Bell Industries, Inc. and Gary D. Bell/26/
                                                     --   
  10.36   Employee Stock Option Agreement dated as of September 7, 1995 between
          Registrant and Gary D. Bell/26/
                                      --
  10.37   La-Man Corporation 1994 Amended and Restated Employee and Consultant
          Stock Compensation Plan, as amended by Amendment No. 1 thereto dated
          as of August 31, 1995/26/
                                --   
  10.38   Agreement for Purchase of Assets dated as of August 27, 1996 between
          Heritage Packaging Services, Inc. and Midwest Packaging Products, 
          Inc./31/
               --   
  10.39   Stock Purchase and Sale Agreement dated as of July 1, 1997 among La-
          Man Corporation, Certified Maintenance Service, Inc. and Mark
          Manfredi.

  10.40   $2,570,000 Irrevocable Letter of Credit No. SB 1326 issued by
          SouthTrust Bank, National Association, on August 28, 1997 for the
          account of La-Man Corporation.

  10.41   Form of La-Man Corporation $2,500,000 Variable/Fixed Rate Credit
          Enhanced Notes.

  10.42   Trust Indenture dated August 1, 1997 between La-Man Corporation and
          SouthTrust Bank, National Association.

  10.43   Remarketing Agent Agreement dated as of August 1, 1997 among La-Man
          Corporation, SouthTrust Bank, National Association, as Trustee and
          SouthTrust Securities, Inc., as Remarketing Agent.

  10.44   Revolving-Line-of-Credit Promissory Note dated August 1, 1997 from La-
          Man Corporation to SouthTrust Bank, National Association.

                                       22
<PAGE>
 
  10.45   Credit and Security Agreement dated as of August 1, 1997 between La-
          Man Corporation and SouthTrust Bank, National Association.

  10.46   Real Estate Mortgage and Security Agreement dated as of August 1,
          1991, by La-Man Corporation, Don Bell Industries, Inc., Don Bell
          Industries of Nevada, Inc., Nevada SEMCO, Inc., JM Stuart Corporation,
          JM Stuart Industries, Inc., Certified Maintenance Services, Inc. and
          Vision Trust Marketing, Inc., to and for the benefit of SouthTrust
          Bank, National Association.

  10.47   Guaranty Agreement dated as of August 1, 1997, by Don Bell Industries,
          Inc., Don Bell Industries of Nevada, Inc., Nevada SEMCO, JM Stuart
          Corporation, JM Stuart Industries, Inc., Certified Maintenance
          Service, Inc. and Vision Trust Marketing, Inc. to and for the benefit
          of SouthTrust Bank, National Association.

  10.48   Exclusive Manufacturing and Sales Agreement dated as of September __,
          1997 between Don Bell Industries, Inc. and Electronic Sign Corporation
          d/b/a Ad Art.

  11      Computation of net income per share.

  16.01   Statement of Change in Independent Principal Accountants/22/
                                                                   --   
  22      Subsidiaries.

  28.3    U.S. Patent No. 4,483,417/1/
                                    -   
  28.4    Trademark Registration No. 1,287,666/1/
                                               -   
  28.5    U.S. Patent No. 4,487,618/2/
                                    -   
  28.6    Trademark Registration No. 1,328,054/2/
                                               -   
  28.7    Trademark Registration No. 1,359,880 (Supplemental Register)/4/
                                                                       -   
  28.8    Canadian Patent No. 1,197,477/16/
                                        --   
  28.9    U.S. Patent Number 4,600,416 for the Extractor Dryer/16/
                                                               --   
  28.10   Canadian Patent Number 1,206,889 for the Pneumatic Dryer/16/
                                                                   --   
  28.11   Trademark Registration Number 1,372,359/16/
                                                  --   
  28.12   Canadian Patent Number 1,207,674/16/
                                           --   
  28.13   Japanese Patent Number 1,410,903 f or the Airline Lubricator/9/
                                                                       -   
  28.14   U.S. Patent Number 4,865,815 for the In-Line Compressed Air Carbon
          Monoxide Filter/11/
                          --
  28.15   Taiwanese Patent Certificate Number UM 55136 for the Air Inlet Valve
          Arrangement  for Pneumatic Equipment/14/
                                               --
  28.16   U.S. Patent Number 5,030,262 for the Air Vapor Trap and Drain
          Therefore/14/
                    --
  28.17   U.S. Patent Number 5,114,443 for the Air Line Vapor Trap With Air
          Warming System/16/
                         --
  28.18   Japanese Patent Number 1,899,252 for the Air Line Vapor Trap/16/
                                                                       --   
_____________

/1/   Incorporated by reference from Registrant's Pre-Effective Amendment
 -     
      No. 1 to the  Registrant's Registration Statement on Form S-18
      (Registration No. 2-89341).

/2/   Incorporated by reference from Registrant's Pre-Effective Amendment
 -                                                                          
      No. 2 to the  Registrant's Registration Statement on Form S-18
      (Registration No. 2-8934 1).

/3/   Filed as an exhibit to Registrant's Form 10-Q for the period ended
 -                                                                         
      June 30, 1986 (File No. 0-14427), and incorporated by reference.

/4/   Incorporated by reference from Registrant's Post-Effective Amendment 
 -                                                                           
      No. 1 to Registrant's Registration Statement on Form S-18
      (Registration No. 2-89341).

                                       23
<PAGE>
 
/5/    Filed as an exhibit to Registrant's Form 10-Q for the period ended
 -                                                                         
       December 31, 1985 (File No. 0-14427), and incorporated by reference.

/6/    Filed as an exhibit to Registrant's Current Report on Form 8-K filed
 -                                                                           
       on December 23, 1987 (File No. 0-14427), and incorporated by reference.

/7/    Filed as an exhibit to Registrant's Form 10-K for the period ended
 -                                                                         
       September 30, 1986 (File No. 0-14427), and incorporated by reference.

/8/    Filed as an exhibit to Registrant's Form 10-K for the period ended 
 -                                                                         
       September 30, 1987 (File No. 0-14427), and incorporated by reference.

/9/    Filed as an exhibit to Registrant's Form 10-K for the period ended
 -
       September 30, 1988 (File No. 0-14427), and incorporated by reference.

/10/   Filed as an exhibit to Registrant's Current Report on Form 8-K filed
 --                                                                         
       on October 3, 1989 (File No. 0-14427), and incorporated by reference.

/11/   Filed as an exhibit to Registrant's Form 10-K for the period ending
 --                                                                         
       September 30, 1989 (File No. 0-14427), and incorporated by reference.

/12/   Filed as an exhibit to Registrant's Form 8-K dated March 29, 1990
 --
       (File No. 0-14427), and incorporated by reference.

/13/   Filed as an exhibit to Registrant's Form 8-K dated January 5, 1991
 --
       (File No. 0-14427), and incorporated by reference.

/14/   Filed as an exhibit to Registrant's Form 10-K for the period ending
 --                                                                         
       September 30, 1991 (File No. 0-14427), and incorporated by reference.

/15/   Filed as an exhibit to Registrant's Form 8-K filed on September 3,
 --                                                                        
       1992 (File No. 0-14427), and incorporated by reference.

/16/   Filed as an exhibit to Registrant's Form 10-K for the transition
 --
       period ending June 30, 1992 (File No. 0-14427), and incorporated by
       reference.

/17/   Previously filed as an exhibit to the Registration Statement
 --                                                                  
       (Registration No. 33-54230) and incorporated by reference.

/18/   Previously filed as an exhibit to Post Effective Amendment No. 1 to
 --                                                                         
       the Registration Statement (Registration No. 33-54230) and incorporated
       by reference.

/19/   Filed as an Exhibit to Registrant's Form 8-K dated August 19, 1993
 --                                                                        
       (File No. 0-14427) and incorporated by reference.

/20/   Previously filed as an exhibit to Post Effective Amendment No. 2 to
 --                                                                         
       the Registration Statement (Registration No. 33-54230) and incorporated
       by reference.

/21/   Filed as an exhibit to Registrant's Form 8-K dated June 23, 1994 filed
 --                                                                            
       on June 28,1994 (File No. 0-14427), and incorporated by reference.

                                       24
<PAGE>
 
/22/   Filed as an exhibit to Registrant's Form 8-K dated January 27, 1994
 --                                                                         
       and filed on February 3, 1994 (File No. 0-14427), and incorporated by
       reference.

/23/   Filed as an exhibit to  Registrant's Form 10-K for the period ending
 --                                                                          
       June 30, 1994 (File No. 0-14427), and incorporated by reference.
 
/24/   Filed as an exhibit to Registrant's Form 8-K dated November 14, 1994
 --                                                                          
       and filed on January 27, 1995 (File No. 0-14427), and incorporated by
       reference.

/25/   Filed as an exhibit to Registrant's Form 8-K dated February 13, 1995
 --                                                                          
       and filed on February 27, 1995 (File No. 0-14427), and incorporated by
       reference.

/26/   Filed as an exhibit to Registrant's Form 8-K dated September 7, 1995
 --                                                                          
       and filed effective September 22, 1995 (File No. 0-14427), and
       incorporated by reference.

/27/   Filed as an exhibit to Registrant's Form 10-KSB for the period ending
 --
       June 30, 1995 (File No. 0-14427), and incorporated by reference.

/28/   Filed as an exhibit to Registrant's Registration Statement on Form S-3
 --                                                                            
       (Registration No. 33-98964), and incorporated by reference.

/29/   Filed as an exhibit to Registrant's Post-Effective Amendment No. 7 to
 --                                                                           
       Registration Statement on Form S-3 (Registration No. 33-54230), and
       incorporated by reference.

/30/   Filed as an exhibit to Registrant's Form 8-K dated December 27, 1995
 --
       (File No. 0-14427), and incorporated by reference.

/31/   Filed as an exhibit to Registrant's Form 8-K dated August 28, 1996
 --
       (File No. 0-14427), and incorporated by reference.
  
(b)    No reports on Form 8-K were filed by the Registrant during the three-
       month period ended June 30, 1997, the last quarter of the period covered
       by this Annual Report on Form 10-KSB.

(c)    Exhibits:

       3.19    Articles of Incorporation of Certified Maintenance Service, Inc.
       3.20    Bylaws of Incorporation of Certified Maintenance Service, Inc.
       4.14    Amendment No. 2 to Warrant Agreement, dated as of January
               10,1997, between La-Man Corporation and Continental Stock &
               Transfer Company, as Warrant Agent
      10.39    Stock Purchase and Sale Agreement dated as of July 1, 1997 among
               La-Man Corporation, Certified Maintenance Service, Inc. and Mark
               Manfredi.
      10.40    $2,570,000 Irrevocable Letter of Credit No. SB 1326 issued by
               SouthTrust Bank, National Association, on August 28, 1997 for the
               account of La-Man Corporation.
     10.41     Form of La-Man Corporation $2,500,000 Variable/Fixed Rate Credit
               Enhanced Notes.
     10.42     Trust Indenture dated August 1, 1997 between La-Man Corporation
               and SouthTrust Bank, National Association.

                                       25
<PAGE>
 
     10.43     Remarketing Agent Agreement dated as of August 1, 1997 among La-
               Man Corporation, SouthTrust Bank, National Association, as
               Trustee and SouthTrust Securities, Inc., as Remarketing Agent.
     10.44     Revolving-Line-of-Credit Promissory Note dated August 1, 1997
               from La-Man Corporation to SouthTrust Bank, National Association.
     10.45     Credit and Security Agreement dated as of August 1, 1997 between
               La-Man Corporation and SouthTrust Bank, National Association.
     10.46     Real Estate Mortgage and Security Agreement dated as of August 1,
               1991, by La-Man Corporation, Don Bell Industries, Inc., Don Bell
               Industries of Nevada, Inc., Nevada SEMCO, Inc., JM Stuart
               Corporation, JM Stuart Industries, Inc., Certified Maintenance
               Services, Inc. and Vision Trust Marketing, Inc., to and for the
               benefit of SouthTrust Bank, National Association.
     10.47     Guaranty Agreement dated as of August 1, 1997, by Don Bell
               Industries, Inc., Don Bell Industries of Nevada, Inc., Nevada
               SEMCO, JM Stuart Corporation, JM Stuart Industries, Inc.,
               Certified Maintenance Service, Inc. and Vision Trust Marketing,
               Inc. to and for the benefit of SouthTrust Bank, National
               Association.
     10.48     Exclusive Manufacturing and Sales Agreement dated as of September
               16, 1997 between Don Bell Industries, Inc. and Electronic Sign
               Corporation d/b/a Ad Art.
     11        Computation of net income per share.
     22        Subsidiaries.

                                       26
<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 amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                        
                                     By: /s/ J. William Brandner
                                        ---------------------------------
                                         J. William Brandner, President
                                         (Chief Executive Officer) and Director
                                         September 25, 1997
 
  Pursuant to the requirements of the Securities Exchange Act of 1934, this
report had been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 
 
By: /s/ Philip Howe Hoard            By: /s/ Robert M. Smither, Jr.
   ---------------------------------    ---------------------------------
   Philip Howe Hoard, Vice President     Robert M. Smither, Jr., Director
   Secretary and Director                September 25, 1997
   September 25, 1997
 
By: /s/ J. Melvin Stewart            By: /s/ Edwin M. Freakley
   ---------------------------------    ---------------------------------
   J. Melvin Stewart, Chairman of        Edwin M. Freakley, Director
   the Board and Director                September 25, 1997
   September 25, 1997
 
By: /s/ Gary D. Bell                 By: /s/ Todd D. Thrasher
   --------------------------------     ---------------------------------
   Gary D. Bell, Director                Todd D. Thrasher
   September 25, 1997                    Vice President, Treasurer (Chief
                                         Financial Officer) and Assistant 
                                         Secretary
                                         September 25, 1997

                                       27
<PAGE>
 
LA-MAN CORPORATION AND SUBSIDIARIES


INDEX TO FINANCIAL STATEMENTS

<TABLE> 
<S>                                                                                                    <C> 
LA-MAN CORPORATION AND SUBSIDIARIES
Report of Independent Certified Public Accountants.................................................    F-2
Consolidated Balance Sheet as of June 30, 1997.....................................................    F-3
Consolidated Statements of Income for the years ended June 30, 1997 and 1996.......................    F-4
Consolidated Statements of Stockholders' Equity for the years ended                                    
  June 30, 1997 and 1996...........................................................................    F-5
Consolidated Statement of Cash Flows for the years ended June 30, 1997 and 1996....................    F-6
Notes to Consolidated Financial Statements.........................................................    F-7
</TABLE>

                                      F-1
<PAGE>
 
La-Man Corporation

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


To the Board of Directors and Stockholders
La-Man Corporation

We have audited the accompanying consolidated balance sheet of La-Man
Corporation and subsidiaries as of June 30, 1997, and the related consolidated
statements of income, stockholders' equity and cash flows for each of the two
years in the period ended June 30, 1997. These consolidated financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of La-Man Corporation
and subsidiaries as of June 30, 1997, and the results of their operations and
their cash flows for each of the two years in the period ended June 30, 1997 in
conformity with generally accepted accounting principles.



                                               BDO Seidman, LLP
Orlando, Florida
August 15, 1997
(Except for Note 21 as to which the
date is August 28, 1997)

                                      F-2
<PAGE>
 
La-Man Corporation

CONSOLIDATED BALANCE SHEET

<TABLE> 
<CAPTION> 
June 30                                                                                                                1997
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                             <C> 
ASSETS
CURRENT ASSETS
Cash                                                                                                            $    231,313
Accounts receivable:
    Trade, less allowance for doubtful accounts of $229,000                                                        2,107,021
    Other                                                                                                            129,755
Inventories                                                                                                        1,004,352
Costs and estimated earnings in excess of billings on uncompleted contracts in progress                               89,174
Prepaid expenses                                                                                                     377,328
Deferred tax assets                                                                                                  423,000
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                   4,361,943
------------------------------------------------------------------------------------------------------------------------------------

PROPERTY, PLANT AND EQUIPMENT, less accumulated depreciation                                                       2,553,743
------------------------------------------------------------------------------------------------------------------------------------

OTHER ASSETS
Intangibles, less accumulated amortization                                                                         2,186,591
Other                                                                                                                373,520
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                   2,560,111
------------------------------------------------------------------------------------------------------------------------------------


                                                                                                                $  9,475,797
====================================================================================================================================




LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable                                                                                                $    507,134
Customer deposits                                                                                                    629,543
Accrued expenses                                                                                                     930,304
Deferred income                                                                                                       39,246
Current maturities of long-term debt                                                                                 306,984
Current portion of obligations under capital leases                                                                   11,279
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                   2,424,490
------------------------------------------------------------------------------------------------------------------------------------

 
NON-CURRENT LIABILITIES
Long-term debt, less current maturities                                                                            2,141,620
Obligations under capital leases, less current portion                                                                37,684
Deferred tax liabilities                                                                                              48,000
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                   2,227,304
------------------------------------------------------------------------------------------------------------------------------------


STOCKHOLDERS' EQUITY
Common stock; $.001 par value; authorized 50,000,000 shares; issued and outstanding 3,310,869 shares                   3,311
Additional paid-in capital                                                                                         5,809,832
Accumulated deficit                                                                                                 (989,140)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                   4,824,003
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                                $  9,475,797
====================================================================================================================================

</TABLE> 

          See accompanying notes to consolidated financial statements

                                      F-3
<PAGE>
 
La-Man Corporation

CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>  
Year Ended June 30                                                                  1997                                1996
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>                                  <C> 
SALES                                                                     $    15,945,627                      $   13,267,545
COST OF SALES                                                                   8,123,075                           6,554,638
------------------------------------------------------------------------------------------------------------------------------------
Gross profit                                                                    7,822,552                           6,712,907
Operating expenses                                                              6,790,925                           5,758,934
------------------------------------------------------------------------------------------------------------------------------------
Income from operations                                                          1,031,627                             953,973
                                                                                                       
OTHER INCOME (EXPENSE)                                                                                 
Interest income                                                                   100,770                              72,343
Interest expense                                                                 (233,140)                           (201,266)
Gain on disposal of property and equipment                                        270,892                              69,644
Miscellaneous income                                                               19,253                               4,521
------------------------------------------------------------------------------------------------------------------------------------
                                                                                  157,775                             (54,758)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                       
Income from continuing operations before income tax benefit                     1,189,402                             899,215
Income tax benefit                                                                229,000                             125,000
------------------------------------------------------------------------------------------------------------------------------------
Income from continuing operations                                               1,418,402                           1,024,215
                                                                                       
DISCONTINUED OPERATIONS                                                                
Loss from operations of discontinued operations                                   281,371                             541,409
Loss on disposal of discontinued operations                                       371,572                             115,000
------------------------------------------------------------------------------------------------------------------------------------
                                                                                  652,943                             656,409
------------------------------------------------------------------------------------------------------------------------------------

Net income                                                                $       765,459                      $      367,806
====================================================================================================================================
 
EARNINGS PER COMMON SHARE AND COMMON EQUIVALENT SHARE
Continuing operations                                                     $          0.38                      $         0.34
Discontinued operations                                                             (0.14)                              (0.16)
------------------------------------------------------------------------------------------------------------------------------------
                                                                          $          0.24                      $         0.18
====================================================================================================================================
 
EARNINGS PER COMMON SHARE - ASSUMING FULL DILUTION
Continuing operations                                                     $          0.36                      $         0.34
Discontinued operations                                                             (0.13)                              (0.16)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                   $ 0.23                              $ 0.18
====================================================================================================================================
</TABLE>

          See accompanying notes to consolidated financial statements

                                      F-4
<PAGE>
 
La-Man Corporation

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                          Common Stock              Additional                               Total
                                                     ----------------------                                    
                                                        Number         Par             Paid-In      Accumulated      Stockholders'
                                                     Of Shares       Value             Capital          Deficit             Equity
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>          <C>             <C>              <C>              <C> 
BALANCE, JUNE 30, 1995                                2,357,399    $  2,357        $  4,721,512     $ (1,969,637)    $    2,754,232
Stock issued for accounts payable                        36,000          36              44,964                -             45,000
Stock issued for purchase of Don Bell Industries        275,000         275           1,099,725                -          1,100,000
Stock contributed to 401(k) plan                         49,516          50              58,155                -             58,205
Sale of common stock                                     10,000          10               9,990                -             10,000
Exercise of common stock warrants, net                  330,750         331             224,164                -            224,495
Net income                                                    -           -                   -          367,806            367,806
------------------------------------------------------------------------------------------------------------------------------------

BALANCE, JUNE 30, 1996                                3,058,665       3,059           6,158,510       (1,601,831)         4,559,738
Issuance of five percent stock dividend                 152,768         153             152,615         (152,768)                 -
Issuance of note payable as adjustment to                                                                         
 Don Bell Industries purchase price                           -           -            (626,476)               -           (626,476)
Stock contributed to 401(k) plan                         46,915          47              71,485                -             71,532
Issuance of stock options and warrants                        -           -              35,000                -             35,000
Exercise of common stock warrants, net                   52,521          52              18,698                -             18,750
Net income                                                    -           -                   -          765,459            765,459
------------------------------------------------------------------------------------------------------------------------------------

BALANCE, JUNE 30, 1997                                3,310,869    $  3,311        $  5,809,832     $   (989,140)    $    4,824,003
====================================================================================================================================
</TABLE> 

          See accompanying notes to consolidated financial statements

                                      F-5
<PAGE>
 
CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Year Ended June 30                                                                                    1997           1996
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES                                                                          
Net income                                                                                         $ 765,459    $   367,806
Adjustments to reconcile net income to net cash provided by continuing operating activities:                  
   Loss from discontinued operations                                                                 652,943        656,409
   Depreciation and amortization                                                                     479,227        450,694
   Gain on disposal of property, plant and equipment                                                (270,892)       (69,644)
   Contribution of common stock to 401(k) plan                                                        71,532         58,205
   Realization of deferred income                                                                    (52,810)       (97,978)
   Deferred tax benefit                                                                             (250,000)      (125,000)
   Changes in assets and liabilities, net of effects of acquisitions:                                         
      Accounts receivable                                                                           (467,322)      (513,372)
      Other receivables                                                                              155,060       (212,083)
      Inventories                                                                                   (305,868)       215,836
      Prepaid expenses                                                                              (101,003)       (41,139)
      Accounts payable                                                                              (420,299)       261,387
      Customer deposits                                                                               88,791       (186,570)
      Accrued expenses                                                                               318,036        247,828
-----------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY CONTINUING OPERATING ACTIVITIES                                                 662,854      1,012,379
NET CASH USED FOR DISCONTINUED OPERATING ACTIVITIES                                                 (509,768)      (478,094)
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                              
CASH FLOWS FROM INVESTING ACTIVITIES                                                                          
Purchase of property, plant and equipment                                                           (257,266)      (504,598)
Payment for purchase of Don Bell Industries, Inc., net of cash acquired of $59,819                         -       (409,750)
Patent acquisition costs                                                                              (5,966)        (9,180)
Proceeds from sale of property, plant and equipment                                                  382,635         49,459
Changes in other assets                                                                               18,767        (51,879)
-----------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES                                                 138,170       (925,948)
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                              
CASH FLOWS FROM FINANCING ACTIVITIES                                                                          
Proceeds from issuance of notes payable                                                                    -      1,090,000
Principal payments on notes payable                                                                 (159,167)    (1,147,256)
Proceeds from sales of stock, net                                                                     18,750        234,495
Payments on capital lease obligations                                                                (32,253)       (37,380)
-----------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES                                                (172,670)       139,859
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                              
NET INCREASE (DECREASE) IN CASH                                                                      118,586       (251,804)
CASH, beginning of year                                                                              112,727        364,531
-----------------------------------------------------------------------------------------------------------------------------
CASH, end of year                                                                                  $ 231,313    $   112,727
=============================================================================================================================
</TABLE>

          See accompanying notes to consolidated financial statements

                                      F-6
<PAGE>
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of La-Man Corporation
and its wholly-owned subsidiaries (the "Company"). All significant intercompany
accounts and transactions have been eliminated in consolidation.

INVENTORIES

Inventories are valued at the lower of first-in, first-out (FIFO) cost or
market.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are stated at cost. Depreciation is computed over
the estimated useful lives of the assets by the straight-line method.

INTANGIBLE ASSETS

Intangible assets are amortized using the straight-line method over their
estimated useful lives

REVENUE RECOGNITION

The Company recognizes revenue on long-term construction contracts under the
percentage-of-completion method, measured by the percentage of contract costs
incurred to estimated total costs for each contract. Contract costs include all
direct material and labor costs and those indirect costs related to contract
performance. Provisions for estimated losses on uncompleted contracts are made
in the period in which  such losses are determined. Changes in job performance,
job conditions, and estimated profitability may result in revisions to costs and
income and are recognized in the  period in which the revisions are determined.
Profit is included in revenues when its realization is reasonably assured.

EARNINGS PER SHARE

Earnings per common share and common equivalent share is determined using the
weighted average number of common shares and dilutive common equivalent shares
outstanding. Earnings per share - assuming full dilution is computed assuming
full conversion of all dilutive convertible securities into common stock at the
later of the beginning of the year or the date of issuance of the dilutive
convertible securities.

LEASING ACTIVITIES

The Company leases certain of its signs to customers under long-term
noncancellable leases which are accounted for as sales-type leases. The present
value of the minimum rentals to be received under such leases is recorded
currently as net sales revenue. The cost of the leased property is charged
against income at the time the sale is recorded.

INCOME TAXES

Income tax expense or benefit includes both current and deferred state and
federal income taxes.  Deferred income taxes are provided for temporary
differences in the recognition of income and expense for financial reporting and
income tax purposes. Deferred income tax assets and liabilities are computed for
differences between the financial statement and tax bases of assets, liabilities
and tax carry forwards that will result in taxable or deductible amounts in
future periods based upon enacted tax laws and rates applicable to the periods
in which the differences are expected to affect taxable income.  Deferred tax
liabilities are recognized when incurred; deferred tax assets, when necessary,
are reduced by a valuation allowance and recognized when it is more likely than
not that the asset will be realized.

STOCK BASED COMPENSATION

The Company adopted Statement of Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" (SFAS 123) during 1997.  However, as permitted by SFAS
123, the Company has elected to continue to follow Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25) and related
interpretations in accounting for stock based compensation to employees.

Stock options granted to non-employees are valued using a Black-Scholes option
pricing model with appropriate assumptions for risk free investment rates,
expected lives, dividend yields and volatility factors.  The value of options
granted to non-employees is charged to appropriate asset or expense accounts
when the options are granted.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value estimates discussed herein are based upon certain market assumptions
and pertinent information available to management as of June 30, 1997.  The
respective carrying value of certain on-balance-sheet financial instruments
approximated their fair values. These financial instruments include cash, trade
receivables, accounts payable and accrued expenses. Fair values were assumed to
approximate carrying values for these financial instruments because they are
short term in nature and their carrying amounts approximate fair values or they
are receivable or payable on demand. The fair value of the Company's long-term
debt is estimated based upon the quoted market prices for the same or similar
issues or on the current rates offered to the Company for debt of the same
remaining maturities.

IMPAIRMENT OF LONG-LIVED ASSETS

The Company adopted Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of" (SFAS 121) during 1997.  SFAS 121 requires impairment losses to
be recorded on long-lived assets used in operations and goodwill when indicators
of impairment are present and the undiscounted cash flows estimated to be
generated by those assets are less than the assets' carrying amount.  The
adoption of SFAS 121 did not impact the financial statements of the Company.

                                      F-7
<PAGE>
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.

RECLASSIFICATIONS

Certain reclassifications have been made to the prior year financial statements
to conform with the current year presentation.

NOTE 2.   ACQUISITIONS

On September 7, 1995, the Company acquired all of the outstanding common stock,
8% cumulative preferred stock and $935,091 of notes receivable from Don Bell
Industries, Inc. (DBI) for a total consideration of $2,210,000 comprised of
$360,000 cash, 275,000 shares of common stock and a $750,000 convertible note
payable. Additional cash, common stock or debt was contingently issuable if the
market price of the Company's common stock did not exceed $4.00 per share for
any consecutive 20-day period prior to December 31, 1996.  The stock price did
not attain the prescribed $4.00 target price and, on January 31, 1997, notes
payable totaling $626,476 were issued under this contingency provision and the
value of the previously issued shares of common stock was reduced.  The
acquisition has been recorded using the purchase method of accounting.
Accordingly, the purchase price was allocated to the net assets acquired based
upon their estimated fair market values. The excess of the purchase price over
the estimated fair value of net assets acquired amounted to approximately $1.1
million, which has been accounted for as goodwill and is being amortized over
its estimated life of 40 years. The operating results of DBI are included in the
Company's consolidated results of operations from the date of acquisition.

The following unaudited pro-forma summary presents the consolidated results of
continuing operations as if the acquisition of DBI had occurred at the beginning
of the period presented and does not purport to be indicative of what would have
occurred had the acquisition been made as of that date or of results which may
occur in the future.

<TABLE>
<CAPTION>
Year ended June 30                                       1996
--------------------------------------------------------------
<S>                                               <C>
Net sales                                         $14,472,000
Net income                                        $   230,000
Net income per share                              $       .08
============================================================== 
</TABLE>

NOTE 3.   INVENTORIES
Inventories at June 30, 1997 consist of the following:

<TABLE>
-------------------------------------------------------------- 
<S>                                                <C>  
Raw materials                                      $  805,774
Work in process                                        83,515
Finished goods                                        115,063
-------------------------------------------------------------- 
                                                   $1,004,352
==============================================================
</TABLE>

NOTE 4.   PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment at June 30, 1997 consist of the following:

<TABLE>
<CAPTION>
                                     Estimated
                                  Useful Lives
--------------------------------------------------------------
<S>                               <C>             <C>
Land                                              $  530,000
Buildings and improvements        15-30 years      1,008,475
Leasehold improvements               30 years         57,354
Machinery and equipment            5-10 years      1,085,624
Office equipment and furniture     5-10 years        789,999
Transportation equipment            3-5 years        175,344
Signs held for lease                 11 years        255,528
--------------------------------------------------------------
                                                   3,902,324
Less accumulated depreciation                      1,348,581
--------------------------------------------------------------
                                                  $2,553,743
==============================================================
</TABLE>

Depreciation expense from continuing operations for the years ended June 30,
1997 and 1996 was $399,369 and $359,258, respectively.

NOTE 5.   INTANGIBLE ASSETS
Intangible assets are summarized as follows:

<TABLE>
<CAPTION>
                                   Useful Lives
--------------------------------------------------------------
<S>                                <C>             <C>
Patents                               5 years      $  217,785
Goodwill                             40 years       2,315,578
--------------------------------------------------------------
                                                    2,533,363
Less accumulated amortization                         346,772
--------------------------------------------------------------
                                                   $2,186,591
==============================================================
</TABLE>

Amortization expense from continuing operations for the years ended June 30,
1997 and 1996 was $79,858 and $91,436, respectively.

                                      F-8
<PAGE>
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6.   NET INVESTMENT IN SALES-TYPE LEASES

The Company is the lessor of a variety of signs and advertising display units
under agreements expiring through 2003. The Company accounts for these leases as
sales-type leases.  At June 30, 1997, the net investment in sales-type leases,
included in other assets and other receivables, consists of the following:

<TABLE>
--------------------------------------------------------------
<S>                                                 <C>
Total minimum lease payments to be received         $544,957
Less unearned income                                 104,452
-------------------------------------------------------------- 
Net investment in sales-type leases                  440,505
Less current portion                                 126,022
--------------------------------------------------------------
Long-term net investment                            $314,483
============================================================== 
</TABLE>

The following is a schedule of minimum lease payments to be received as of June
30, 1997:

<TABLE>
--------------------------------------------------------------
<S>                                                  <C>
1998                                                 $172,291
1999                                                  150,495
2000                                                  130,798
2001                                                   58,337
2002                                                   19,239
Thereafter                                             13,797
--------------------------------------------------------------
                                                     $544,957
============================================================== 
</TABLE>

NOTE 7.   COSTS AND ESTIMATED EARNINGS IN EXCESS OF BILLINGS ON UNCOMPLETED
          CONTRACTS IN PROGRESS

Costs and estimated earnings on uncompleted contracts consists of the following
at June 30, 1997:

<TABLE>
--------------------------------------------------------------
<S>                                                <C>
Costs incurred on uncompleted contracts            $ 231,887
Estimated earnings                                   124,269
-------------------------------------------------------------- 
                                                     356,156
Billings to date                                    (266,982)
-------------------------------------------------------------- 
Costs and estimated earnings in excess          
    of billings on uncompleted contracts        
    in progress                                    $  89,174 
==============================================================
</TABLE>

NOTE 8.   DEFERRED INCOME

Deferred income consists of deferred revenues from leases sold with recourse.
The Company has sold the rights to future collection from certain operating
leases held by the Company to various financing institutions. Revenue was
recognized at the time of sale for leases sold without recourse. For leases sold
with recourse, revenue was deferred and recognized ratably over the term of the
lease. At June 30, 1997, $39,246 is outstanding under recourse provisions for
leases on which revenue recognition has been deferred.


NOTE 9.   LINE OF CREDIT

The Company has a $500,000 revolving bank line of credit which was unused at
June 30, 1997. Advances on the credit line carry an interest rate of 1% over
prime. Under the terms of this loan agreement, the line of credit matures
December 27, 1997 and is collateralized by property, accounts receivable and
inventory. The agreement has covenants which require the Company to maintain
certain financial and operating ratios, including tangible net worth and
interest coverage ratio requirements. At June 30, 1997, the Company was not in
violation of any loan covenants.


NOTE 10.  LONG-TERM DEBT

Long term debt at June 30, 1997 is summarized as follows:

<TABLE>
----------------------------------------------------------------------
<S>                                                        <C> 
8.5% unsecured note payable, due in monthly
   installments of $3,265 through
   November 1997                                           $   12,832

9.0% mortgage note payable, due in monthly
   installments of $1,420 through April 2008,
   secured by land of Don Bell Industries                     117,696
 
Prime plus 2% (10.5% at June 30, 1997) term
   loan, due in monthly principal installments
   of $4,167 plus interest; unpaid principal
   plus accrued interest due December 2000;
   secured by all inventory and accounts
   receivable of the Company and specific
   assets of Don Bell Industries with
   guarantees from all subsidiaries of La-Man
   Corporation                                                175,042
 
Prime plus 1.5% (10% at June 30, 1997) term
   loan, due in monthly installments of $8,106
   through December 2000; secured by all
   inventory and accounts receivable of the
   Company and specific assets of Don Bell
   Industries with guarantees from all
   subsidiaries of La-Man Corporation                         818,663

8% unsecured convertible note payable,
   annual principal payments of $250,000
   plus interest for three years beginning
   September 1998; conversion price of $4.76                  750,000
   per share.
 
8% unsecured promissory notes payable,
   quarterly payments of $52,206 plus interest
   through January 2000.                                      574,371
---------------------------------------------------------------------- 
                                                            2,448,604
Less current portion                                          306,984
---------------------------------------------------------------------- 
Total                                                      $2,141,620
====================================================================== 
</TABLE>

Aggregate maturities of long-term debt over future years are as follows: 1998 -
$306,984; 1999 - $521,781; 2000 - $484,359; 2001 - $1,048,748; 2002 - $6,724 and
thereafter - $80,008.

                                      F-9
<PAGE>
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11.  COMMITMENTS
LEASES

The Company conducts its operations partially from leased facilities. These
leases are classified as operating leases and expire on various dates through
2002.

The Company also leases equipment under capital leases which expire on various
dates through 2000. The total capitalized cost for this equipment is $116,267
with accumulated depreciation of $51,861 as of June 30, 1997.

As of June 30, 1997, future net minimum lease payments under capital leases and
future minimum rental payments required under operating leases that have initial
or remaining noncancelable lease terms in excess of one year are as follows:

<TABLE>
<CAPTION>
                                        Capital     Operating
Year ending June 30                     Leases         Leases
--------------------------------------------------------------
<S>                                     <C>         <C>
1998                                    $ 13,353    $ 274,308
1999                                      10,028      250,621
2000                                      34,635      235,194
2001                                           -      121,938
2002                                           -       14,033
--------------------------------------------------------------
                                          58,016    $ 896,094
                                                    ========= 
Less amount representing interest          9,053    
-------------------------------------------------------------- 
Present value of minimum                            
  lease payments                        $ 48,963    
============================================================== 
</TABLE>

Rental expense for the years ended June 30, 1997 and 1996 was approximately
$298,000 and $275,000, respectively.

EMPLOYMENT AGREEMENTS

The Company has entered into employment agreements expiring at various dates
through the year 2000.  As of June 30, 1997, the Company's total noncancellable
obligation under all employment contracts is approximately $671,000.

NOTE 12.  INCOME TAXES

The components of deferred tax assets and liabilities consist of the following
as of June 30, 1997:

<TABLE>
--------------------------------------------------------------
DEFERRED TAX ASSETS                              
<S>                                               <C>
Accruals                                          $   48,000
Accounts receivable                                   86,000
Net operating loss and other tax carry forwards    1,114,000
Deferred income                                       15,000
Customer deposits                                     17,000
Intangible assets                                      5,000
-------------------------------------------------------------- 
Gross deferred tax assets                          1,285,000
Valuation allowance                                 (367,000)
-------------------------------------------------------------- 
                                                 
Total deferred tax assets                            918,000 
                                                 
DEFERRED TAX LIABILITIES                         
Sales-type lease receivables                        (157,000)
Inventory                                            (35,000)
Plant and equipment                                 (351,000)
-------------------------------------------------------------- 
Net deferred tax assets                           $  375,000
============================================================== 
</TABLE>

The change in the valuation allowance for deferred tax assets was a decrease of
$369,000 during 1997.

Significant components of the income tax benefit are as follows:

<TABLE>
<CAPTION>
                                         1997          1996
--------------------------------------------------------------
<S>                                 <C>           <C>
CURRENT                                        
Federal                             $   6,000     $       -
State                                  15,000             -
                                               
                                       21,000             -
--------------------------------------------------------------
DEFERRED                                       
Federal                              (276,000)     (127,000)
State                                  26,000         2,000
--------------------------------------------------------------
                                     (250,000)     (125,000)
--------------------------------------------------------------
                                     $(229,000)    $(125,000)
==============================================================
</TABLE>                                         
                                                
At June 30, 1997, the Company had unused federal tax net operating losses
(NOLs) to carry forward against future years' taxable income of approximately
$3,072,000 expiring in various a mounts from 1999 to 2013. As a result of the
consummation of the Company's public offering and certain acquisitions, the use
of these NOLs will be limited each year under the provisions of Section 382 of
the Internal Revenue Code of 1986, as amended and the provisions of Treasury
Regulation 1.1502-21 regarding Separate Return Limitation years as follows:

<TABLE>                          
<CAPTION>                        
                                                 Maximum NOL            
Year ending June 30                                Available
--------------------------------------------------------------
<S>                                              <C>
1998                                              $  880,000
1999                                                 316,000
2000                                                 316,000
2001                                                 316,000
2002                                                 316,000
Thereafter                                           928,000
-------------------------------------------------------------- 
                                                  $3,072,000
============================================================== 
</TABLE>

The following summary reconciles differences from taxes on income from
continuing operations at the federal statutory rate with the effective rate:

<TABLE>
<CAPTION>
                                                1997    1996
--------------------------------------------------------------
<S>                                             <C>     <C>
Federal taxes on income at statutory rates       34%     34%
Reduction of deferred tax asset                 
  valuation allowance                           (48%)
-------------------------------------------------------------- 
Taxes on income (benefit) at effective rates    (19%)   (14%)
============================================================== 
</TABLE>

                                     F-10
<PAGE>
 
NOTE TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13. CAPITAL STOCK

On June 29, 1994, the Board of Directors adopted the amended and restated 1994
Employee and Consultant Stock Compensation Plan ("the 1994 plan"). The 1994 plan
provides for the issuance of up to 2,310,000 shares of the Company's common
stock to employees and consultants of the Company.  Options granted under the
plan are not permitted to have a term in excess of five years.

On November 4, 1992, the Board of Directors adopted the 1992 Stock Option and
Appreciation Rights Plan ("the 1992 plan"). The 1992 plan provides for the
issuance of up to 603,750 shares of the Company's common stock to employees,
officers, directors and consultants of the Company.  Options granted to
employees or directors under this plan must have an exercise price equal to or
greater than 85% of the fair value of the stock on the date of grant and cannot
have a term in excess of 10 years.

On April 25, 1988, the Company adopted the 1988 Incentive Stock Option Plan
("the 1988 plan").  The 1988 plan provides for the issuance of  up to 175,000
shares of the Company's common stock to employees of the Company. Options
granted under this plan must have an exercise price equal to or greater than the
fair value of the stock on the date of grant and are not exercisable until 18
months from the date of grant.

On March 18, 1997, the Company entered into an agreement with an investor
relations firm and, separate from each of the above established plans, issued an
option to purchase up to 50,000 shares of the Company's common stock at an
exercise price of $1.54 per share.  The options become exercisable on a defined
schedule from March 18, 1997 to March 18, 1998 and expire March 17, 2001.  As of
June 30, 1997, 15,000 of the options were exercisable.

On November 22, 1996 the Company entered into an agreement with an investment
banking firm and, separate from each of the above established plans, issued
warrants to purchase up to 200,000 shares of the Company's common stock at an
exercise price of $1.77 per share.  The warrants are not exercisable until
November 22, 1998 and expire November 22, 2001.

All stock options and warrants issued during 1996 and 1997 pursuant to the above
plans and agreements were issued with an exercise price that approximated the
fair market value of the stock on the date of grant.  A summary of the status of
the Company's stock options and warrants for the plans and agreements discussed
above as of June 30, 1997 and 1996 and changes during the years ended on those
dates (as restated for the August 7, 1996 five percent stock dividend) is
presented below:

<TABLE>
<CAPTION>
                                               Weighted
                                                Average
                                               Exercise
                                  Shares          Price
--------------------------------------------------------
<S>                            <C>             <C>         
Outstanding - June 30, 1995      984,638          $0.72
Granted                          575,400           0.65
Exercised                       (347,288)          0.71
Expired                           (3,150)          0.71
--------------------------------------------------------
Outstanding - June 30, 1996    1,209,600           0.69
Granted                          422,500           1.59
Exercised                        (52,500)          0.36
Forfeited                        (21,000)          0.53
--------------------------------------------------------
Outstanding - June 30, 1997    1,558,600          $0.94 
======================================================== 
</TABLE>

The following table summarizes stock options and warrants issued under the plans
and agreements discussed above outstanding at June 30, 1997:

<TABLE>
<CAPTION>
                                   Weighted            Weighted
          Range of                  Average             Average
          Exercise                 Exercise           Remaining
             Price  Outstanding       Price    Contractual Life
--------------------------------------------------------------- 
 <S>                <C>            <C>         <C>  
 $    0.48 - 0.84     1,119,300       $0.70           2.7 years
      1.01 - 1.77       424,050        1.55           4.4 years 
      2.14 - 2.39        15,250        2.30           7.0 years 
----------------------------------------------------------------
 $    0.48 - 2.39     1,558,600       $0.94           3.2 years  
================================================================ 
</TABLE>

As of June 30, 1996 1,034,600 options and warrants were exercisable under the
plans and agreements discussed above at a weighted average exercise price of
$0.69.  As of June 30, 1997 1,323,600 options and warrants were exercisable
under the plans and agreements discussed above at a weighted average exercise
price of $0.80 as follows:

<TABLE>
<CAPTION>
                                    Weighted           Weighted
          Range of                   Average            Average
          Exercise                  Exercise          Remaining
             Price    Exercisable      Price   Contractual Life
---------------------------------------------------------------- 
<S>                   <C>           <C>        <C>  
$     0.48 - 0.84       1,119,300      $0.70          2.7 years
      1.01 - 1.77         189,050       1.33          4.5 years
      2.14 - 2.39          15,250       2.30          7.0 years
---------------------------------------------------------------- 
$     0.48 - 2.39       1,323,600      $0.80          3.0 years
================================================================ 
</TABLE>

                                     F-11
<PAGE>
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company applies Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees", and related interpretations in accounting for its
stock based compensation to employees. Accordingly, no compensation expense has
been recognized for stock based compensation issued to employees. Had
compensation cost for the Company's stock based compensation issued to employees
been determined based upon the fair value at the grant date consistent with the
methodology prescribed under Statement of Financial Accounting Standards No.
123, "Accounting for Stock-Based Compensation", the Company's pro-forma net
income for 1997 and 1996 would have been $1,377,402 and $945,215 from continuing
operations and $724,459 and $288,806 after discontinued operations,
respectively. Pro-forma earnings per common share and common equivalent share
from continuing operations would have been $0.37 for 1997 and $0.32 for 1996 and
earnings per share -assuming full dilution from continuing operations would have
been $0.36 and $0.32 for 1997 and 1996, respectively. After discontinued
operations, pro-forma earnings per common share and common equivalent share
would have been $0.23 for 1997 and $0.18 for 1996 and earnings per share -
assuming full dilution would have been $0.22 and $0.17 for 1997 and 1996,
respectively.

The weighted average fair value of options and warrants granted during 1997 and
1996 was estimated at $0.18 and $0.14 per share, respectively, based upon using
the Black-Scholes option-price model with the following weighted average
assumptions: 5% dividend yield, expected volatility of 52%, risk-free interest
rate of 6.06% and expected life of 2.5 years.

On January 13, 1994 in conjunction with a public offering of the Company's
common stock, the Company issued 620,000 common stock purchase warrants with an
exercise price of $4.76 per share that expire, as amended, on June 30, 1998. As
of June 30, 1997 all of these warrants were exercisable.  In conjunction with
the same public offering, the Company issued an option to purchase 31,000
"units", each unit consisting of two shares of common stock and two
nonredeemable common stock purchase warrants, for a price of $7.80 per unit.
Each common stock purchase warrant obtainable under this option entitles the
holder to purchase one share of common stock at a price of $4.68. Both the
option to purchase the units, and the purchase warrants included in the units,
expire on January 6, 1999.  As of June 30, 1997 all these units as well as the
warrants issuable under the units are exercisable.

NOTE 14.  EMPLOYEE BENEFIT PLAN

The La-Man Corporation 401(k) profit sharing plan covers all employees with more
than six months of service and allows employees to defer up to 15% of their
income and contribute to the plan. The Company contributes to the plan at a
matching rate of 50% of the first six percent contributed by the employee.
Company contributions to the plan are in the form of the Company's common stock.
The Company issued to the 401(k) plan in fiscal year 1997, 46,915 shares of La-
Man Corporation's common stock at closing prices ranging from $1.00 to $1.88 per
share.


NOTE 15.  EARNINGS PER SHARE

Earnings per common share and common equivalent share ("primary earnings per
share") and earnings per share - assuming full dilution ("fully diluted earnings
per share") are computed using the modified treasury stock method as prescribed
by Accounting Principles Board Opinion No. 15, "Earnings per Share" (APB 15).
Under the modified treasury stock method, earnings per share is computed by
dividing an adjusted income amount by an adjusted weighted average shares
outstanding.  The adjustments to income and weighted average shares outstanding
are based upon common stock equivalents for the computation of primary earnings
per share and all potentially dilutive securities for the computation of fully
diluted earnings per share.  All outstanding common stock options and purchase
warrants are common stock equivalents. The convertible note payable is dilutive
for calculation of fully diluted earnings per share.  The weighted average
number of shares used in the calculation of primary earnings per share for 1997
and 1996 were 4,728,181 shares and 4,069,173 shares, respectively and the
weighted average number of shares used in the calculation of fully diluted
earnings per share for 1997 and 1996 were 4,885,681 shares and 4,219,173 shares,
respectively.

Beginning in fiscal 1998, the Company will be subject to the provisions of
Statement of Financial Accounting Standards No. 128, "Earnings per Share" (FAS
128) that was adopted by the Financial Accounting Standard Board in February,
1997.  FAS 128, which is effective for financial statements issued for periods
ending after December 15, 1997, simplifies the standards for computing earnings
per share and makes them comparable to international earnings per share
standards.  Had earnings per share for 1997 and 1996 been calculated under the
provisions of FAS 128, the presentation of earnings per share would be as
follows:

<TABLE>
<CAPTION>
Year Ended June 30                       1997            1996  
--------------------------------------------------------------- 
<S>                                <C>             <C>          
BASIC EARNINGS PER COMMON SHARE                                
Continuing operations              $     0.43      $     0.36  
Discontinued operations                 (0.20)          (0.23) 
--------------------------------------------------------------- 
Net income                         $     0.23      $     0.13  
=============================================================== 
Weighted average number of                                     
 shares outstanding                 3,274,838       2,861,739  
=============================================================== 
 
EARNINGS PER COMMON SHARE-                                    
ASSUMING DILUTION                                             
Continuing operations              $     0.37      $     0.32
Discontinued operations                 (0.16)          (0.19)
---------------------------------------------------------------
Net income                         $     0.21      $     0.13
===============================================================
Weighted average number of                                    
 shares outstanding                 4,002,220       3,338,211 
===============================================================
</TABLE>

                                     F-12
<PAGE>
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 16. INDUSTRY SEGMENTS

The Company's operations are classified into two business segments:  filtration
and signage.

Operations within the filtration segment include the manufacture and sale of a
line of products which, when installed in compressed air lines, substantially
reduce or totally eliminate water and condensate problems and most foreign
contaminants in the air line.

The signage segment markets and produces custom designed and stock sign products
which are specifically designed for external use by institutional, governmental
and commercial enterprises.

The following table shows sales and operating income from continuing operations
and other financial information by industry segment as of and for the years
ended June 30, 1997 and 1996:

<TABLE>
<CAPTION>
                                       1997              1996
--------------------------------------------------------------- 
<S>                             <C>               <C> 
SALES
 Filtration                     $ 1,646,164       $ 1,587,980
 Signage                         14,299,463        11,679,565
--------------------------------------------------------------- 
                                $15,945,627       $13,267,545
=============================================================== 
 
OPERATING INCOME
 Filtration                     $   439,125       $   540,640
 Signage                          1,448,813         1,246,040
 Corporate expenses                (856,311)         (832,707)
---------------------------------------------------------------
                                $ 1,031,627       $   953,973
===============================================================
 
DEPRECIATION AND AMORTIZATION
 Filtration                     $    68,493       $    82,362
 Signage                            373,249           323,046
 Corporate                           37,485            45,286
---------------------------------------------------------------
                                $   479,227       $   450,694
=============================================================== 
 
IDENTIFIABLE ASSETS
 Filtration                     $   995,683       $ 1,056,281
 Signage                          7,757,381         6,618,103
 Corporate                          722,733         1,357,607
 Discontinued segments                    -           351,984
---------------------------------------------------------------
                                $ 9,475,797       $ 9,383,975
===============================================================
 
CAPITAL EXPENDITURES
 Filtration                     $    18,072       $   270,879
 Signage                            203,192           193,990
 Corporate                           36,002             1,416
 Discontinued segments                    -            38,313
--------------------------------------------------------------- 
                                $   257,266       $   504,598
===============================================================
</TABLE>

NOTE 17.  SUPPLEMENTAL CASH FLOW INFORMATION

The Company paid $221,813 and $181,266 for interest for the years ended June 30,
1997 and 1996, respectively.

The following summarizes noncash investing and financing transactions:

<TABLE>
<CAPTION>
                                              1997             1996
-------------------------------------------------------------------- 
<S>                                     <C>             <C>   
Common stock contributed to 401(k)
 plan                                   $   71,532      $    58,205
 
Common stock and notes payable
 issued in purchase of Don Bell
 Industries                             $  626,476      $ 1,100,000 
 
Issuance of five percent stock
 dividend                               $  152,768                -
 
Issuance of stock options and
 warrants for prepaid investment
 services                               $   35,000                -    
 
Capital lease obligation incurred for
 fixed asset acquisition                $   30,305                -
 
Issuance of common stock for
 payment of accounts payable            $        -           45,000      
 
Issuance of note payable for
 payment of accounts payable            $        -           55,000    
 
Acceptance of note receivable for
 sale of property and equipment         $        -           87,492   
==================================================================== 
</TABLE>

NOTE 18.  ECONOMIC DEPENDENCE

For the years ended June 30, 1997 and 1996, the Company had one supplier which
accounted for a significant volume of consolidated purchases. For the year ended
June 30, 1997, purchases of signs from this supplier approximated $2,850,000, or
34% of consolidated purchases. For the year ended June 30, 1996, purchases of
signs from this supplier approximated $2,147,000, or 27% of consolidated
purchases.  The Company is currently in the process of constructing a production
sign manufacturing facility to produce most or all of these signs in-house.
Once construction of this facility is complete and internal manufacturing is
operational, the Company's dependence upon this supplier should be eliminated.

NOTE 19.  STOCK DIVIDEND

On July 12, 1996, the Company authorized a 5 percent stock dividend to be issued
August 7, 1996 to holders of record on July 26, 1996. The dividend resulted in
the issuance of an additional 152,768 shares of the Company's $.001 par value
common stock. Net income per share for the year ended June 30, 1996 has been
retroactively restated to reflect the effects of this stock dividend.

                                     F-13
<PAGE>
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 20.  LEGAL PROCEEDINGS AND DISCONTINUED OPERATIONS

In November, 1996, the contracts between Vision Trust Marketing Services, Inc.
("VTM"), the Company's long-distance telephone marketing subsidiary, and MCI
Telecommunications, Inc. ("MCI") were abruptly terminated by MCI.  The contract
for commercial long-distance customers was originally executed in 1994 and was
restated and extended for a new five year term in May, 1996.  This contract
revision had been proposed by MCI in September, 1995 and discussed with VTM over
a period of eight months.  In reliance on the new contract, VTM invested heavily
in staff, facilities and equipment in anticipation of significant commission
revenue as a result of enhancements in the revised contract.  A lawsuit was
filed by VTM on April 16, 1997 seeking the recovery of damages from MCI.

Because the cancellation of the contract by MCI resulted in VTM no longer being
contracted to market MCI long-distance services, its sole line of business, the
Company discontinued the operations of VTM in December, 1996.  All identifiable
assets of VTM were either transferred to other subsidiaries of the Company or
disposed of with minimal proceeds at a loss of $282,281.  As of June 30, 1997
VTM has no remaining assets or liabilities.  From July 1, 1996 to December,
1996, VTM operated at a loss of $281,371.  Additional costs charged to expense
during the year associated with the wind down of VTM subsequent to December,
1996 amounted to $129,276 including a remaining reserve for additional costs of
$35,336 at June 30, 1997.  Sales for VTM for 1997 and 1996 were $105,348 and
$429,062, respectively.

At June 30, 1996, the Company had reserved $115,000 for the discontinuance of
Heritage Packaging Services, Inc. ("Heritage"), its packaging wholesaling
subsidiary.  In August, 1996, the accounts receivable, inventory and fixed
assets of Heritage were sold for cash proceeds of $35,000 and the assumption of
certain liabilities at a loss to the Company of $40,914 which was recorded
against the reserve for discontinuance.  From July 1, 1996 to the sale date,
Heritage operated at a loss of $34,101 which was also recorded against the
reserve for discontinuance.  The remaining $39,985 reserve for the
discontinuance of Heritage was not needed for any continuing operations or
disposal of the segment and was taken into income in December, 1996.  Sales for
Heritage for 1997 and 1996 were $107,247 and $918,662, respectively.

The loss from discontinued operations for 1997 is summarized as follows:

<TABLE>
--------------------------------------------------------
<S>                                        <C>    
Loss from operations of VTM prior
 to discontinuance                         $   281,371
Loss on disposal of VTM assets                 282,281
VTM wind-down costs subsequent to
 discontinuance including remaining
 reserve of $35,336 at June 30, 1997           129,276
Reversal of unused provision for losses
 on discontinuance of Heritage                 (39,985)
-------------------------------------------------------- 
                                           $   652,943
======================================================== 
</TABLE>

NOTE 21.  SUBSEQUENT EVENTS

On July 1, 1997, the Company acquired all of the outstanding common stock of
Certified Maintenance Services, Inc. ("Certified") for the assumption of
Certified's net liabilities of approximately $450,000.  The acquisition was
recorded using the purchase method of accounting.  Accordingly, the purchase
price was allocated to the net assets acquired based upon their estimated fair
market values.  The excess of the purchase price over the estimated fair value
of net assets acquired amounted to approximately $450,000, which has been
accounted for as goodwill and is being amortized over its estimated life of 40
years.

On August 28, 1997, the Company obtained a letter of credit from a national bank
and issued notes payable supported by that letter of credit in the amount of
$2.5 million.  The notes bears interest at a variable rate (which, including the
effect of amortization of finance costs, was initially an effective rate of
7.00%).  Interest payments are due on the notes on a monthly basis with annual
principal payments due each August.  The notes mature August, 2012.
Approximately $2.1 million of the proceeds were used to pay off all existing
Company debt, including debt obtained in the Certified acquisition, except for
the Company's 8%, $750,000 convertible note payable.  The remaining proceeds
from the bond were or will be used to pay the closing costs of the bond and for
capital expansions of the Company's sign production facilities.

Simultaneous with the issuance of the notes, the Company obtained a $1.3 million
revolving line of credit with the same national bank.  The line of credit bears
interest at one percent over the bank's prime rate (initially 9.5%) and matures
August, 1999 with renewal provisions.  Initially, nothing was borrowed against
this line of credit.

The letter of credit, notes and line of credit are cross-collateralized by
substantially all assets of the Company with guarantees from each of the
Company's operating subsidiaries.  The agreements also contain covenants which
require the Company to maintain certain operating and financial ratios beginning
in 1998.


NOTE 22.  RECENT ACCOUNTING PRONOUNCEMENTS

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income" (FAS
130) and No. 131, "Disclosure about Segments of an Enterprise and Related
Information" (FAS 131).  FAS 130 establishes standards for reporting and
displaying comprehensive income, its components and accumulated balances.  FAS
131 establishes standards for the way that public companies 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.  Both FAS 130 and FAS 131 are effective for periods
beginning after December 15, 1997.  Because of the recent issuance of the
standards, management has been unable to fully evaluate the impact, if any, they
may have on future financial statement disclosures.

                                     F-14