<PAGE>   1


================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                   FORM 10-KSB/A

                 ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996

                         COMMISSION FILE NUMBER 0-16631
                         BOCA RATON CAPITAL CORPORATION
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

                 FLORIDA                                        59-2763089
(STATE OR OTHER JURISDICTION                                 (I.R.S. EMPLOYER
        OF INCORPORATION)                                    IDENTIFICATION NO.)

6516 VIA ROSA, BOCA RATON, FL                                     33433
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                       (ZIP CODE)

         ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE: (561) 750-2252

      SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE EXCHANGE ACT:

                                      NONE

      SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE EXCHANGE ACT:

                          COMMON STOCK, $.001 PAR VALUE

     CHECK WHETHER THE ISSUER (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY
SECTION 13 OR 15(D) OF THE EXCHANGE ACT DURING THE PAST 12 MONTHS (OR FOR SUCH
SHORTER PERIOD THAT THE ISSUER WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS
BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO

     CHECK IF THERE IS NO DISCLOSURE OF DELINQUENT FILERS IN RESPONSE TO ITEM
405 OF REGULATION S-B CONTAINED IN THIS FORM, AND NO DISCLOSURE WILL BE
CONTAINED, TO THE BEST OF THE ISSUER'S KNOWLEDGE, IN DEFINITIVE PROXY OR
INFORMATION STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-KSB
OR ANY AMENDMENT TO THIS FORM 10-KSB. [ X ]

     THE ISSUER'S REVENUES FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 WERE
APPROXIMATELY $192,200 WHICH CONSISTED OF APPROXIMATELY $36,600 IN TOTAL
INVESTMENT INCOME AND APPROXIMATELY $155,600 IN NET UNREALIZED AND REALIZED GAIN
ON INVESTMENTS.

     THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF
THE ISSUER AS OF MARCH 24, 1997 (COMPUTED BY REFERENCE TO THE AVERAGE BID AND
ASKED PRICES OF ISSUER'S COMMON STOCK REPORTED ON THE OTC ELECTRONIC BULLETIN
BOARD ON SUCH DATE) WAS $771,435. DIRECTORS AND OFFICERS AND TEN PERCENT OR
GREATER SHAREHOLDERS ARE CONSIDERED AFFILIATES FOR PURPOSES OF THIS CALCULATION
BUT SHOULD NOT NECESSARILY BE DEEMED AFFILIATES FOR ANY OTHER PURPOSE.

     THE NUMBER OF SHARES OUTSTANDING OF ISSUER'S COMMON STOCK AS OF MARCH 24,
1997 WAS 1,125,270.

       TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE): YES__  NO X

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


<PAGE>   2

                                      INDEX
<TABLE>
<CAPTION>
                                                                                                       Page

                                     PART II
<S>                                                                                                    <C> 
ITEM 7 - FINANCIAL STATEMENTS..........................................................................  1
</TABLE>


                                      i
<PAGE>   3
ITEM 7 - FINANCIAL STATEMENTS

     The financial statements required by this Item, the accompanying notes
thereto and the report of independent accountants are included as part of this
Form 10-KSB/A and immediately follow the signature page of this Form 10-KSB/A.





                                     1
<PAGE>   4
                                       SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
the Registrant and in the capacities indicated on August 27, 1997.

           Signatures                                  Title
           ----------                                  -----

/s/Alan L. Jacobs                       President, Chief Executive Officer
-----------------------------           and Director (Chief Executive Officer)
Alan L. Jacobs                          


/s/Alan L. Jacobs*                      Chief Financial Officer,
----------------------------            Secretary and Treasurer (Principal 
Franklyn B. Weichselbaum                Financial and Accounting Officer)
                                        

/s/Alan L. Jacobs*                      Director
----------------------------
Robert H. Arnold


/s/Alan L. Jacobs*                      Director
----------------------------
Ronald L. Miller


/s/Alan L. Jacobs*                      Director
----------------------------
C. Lawrence Rutstein


/s/Alan L. Jacobs*                      Director
----------------------------
Alan H. Weingarten

* Pursuant to a Power of Attorney incorporated herein by reference to Exhibit
  24.1 of the Registrant's Annual Report on Form 10-KSB for the fiscal year
  ended December 31, 1996.


                                       2        
<PAGE>   5





                BOCA RATON CAPITAL CORPORATION AND SUBSIDIARIES

                    REPORT ON AUDITS OF FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995














<PAGE>   6
INDEX TO FINANCIAL STATEMENTS



<TABLE>
<CAPTION>
                                                                     Pages
<S>                                                                   <C>
Report of Independent  Accountants                                   F-1  

Consolidated Balance Sheet as of December 31, 1996                   F-2  

Consolidated Statements of Income for the Years Ended
  December 31, 1996 and 1995                                         F-3  

Consolidated Statements of Shareholders' Equity
  for the Years Ended December 31, 1996 and 1995                     F-4  

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

Notes to Consolidated Financial Statements                    F-6 - F-11      
</TABLE>








<PAGE>   7
[COOPERS & LYBRAND LOGO]                        [LETTERHEAD]


REPORT OF INDEPENDENT ACCOUNTANTS



To the Shareholders and the

Board of Directors of Boca Raton Capital Corporation



We have audited the accompanying consolidated balance sheet of Boca Raton
Capital Corporation and Subsidiaries (the "Company") as of December 31, 1996
and the related consolidated statements of income, shareholders' equity, and
cash flows for each of the two years in the period then ended.  These financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Boca Raton
Capital Corporation and Subsidiaries as of December 31, 1996, and the results
of their operations and their cash flows for each of the two years in the
period then ended in conformity with generally accepted accounting principles.




        [SIG]
COOPERS & LYBRAND L.L.P.



Miami, Florida
January 31, 1997, except for Note 9 and the last paragraph of Note 7, as to
which the date is July 30, 1997


                                 
                               F-1    
<PAGE>   8
BOCA RATON CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
December 31, 1996


<TABLE>
<CAPTION>
                                                                    1996
<S>                                                             <C>
ASSETS

Cash                                                            $   518,645
Note receivable                                                     350,000
Prepaid expenses                                                      7,000
                                                                -----------
        Total assets                                            $   875,645
                                                                ===========

LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
  Accounts payable and accrued expenses                         $    84,887
                                                                -----------

        Total liabilities                                            84,887
                                                                -----------

Shareholders' equity:
  Common stock, $.001 par value; authorized 40,000,000
    shares; 1,125,270 shares issued and outstanding                   1,125
  Additional paid-in capital                                      4,002,936
  Accumulated deficit                                            (3,213,303)
                                                                -----------
        Total shareholders' equity                                  790,758
                                                                -----------
        Total liabilities and shareholders' equity              $   875,645
                                                                ===========
</TABLE>





The accompanying notes are an integral part of these consolidated financial
statements.





                                       F-2
<PAGE>   9
BOCA RATON CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
for the years ended December 31, 1996 and 1995



<TABLE>
<CAPTION>
                                                                   1996            1995
<S>                                                             <C>             <C>
Investment income:
  Interest                                                      $    36,637     $   126,781
  Other                                                                   0          29,212
                                                                -----------     -----------

          Total investment income                                    36,637         155,993
                                                                -----------     -----------
Operating expenses:
  General and administrative                                        222,299         172,448
  Professional fees                                                 198,448         142,599
  Interest                                                            2,937         200,529
                                                                -----------     -----------
          Total operating expenses                                  423,684         515,576
                                                                -----------     -----------
          Operating loss                                           (387,047)       (359,583)
                                                                -----------     -----------
Realized and unrealized gain (loss) on investments:
  Net realized gain on investments                                1,244,374       1,504,927
  Net decrease in unrealized appreciation of investments         (1,088,750)       (792,896)
                                                                -----------     -----------
          Net realized and unrealized gain on investments           155,624         712,031
                                                                -----------     -----------
Income (loss) before income taxes and extraordinary item           (231,423)        352,448
Income tax expense                                                        0          95,894
                                                                -----------     -----------
          Net income (loss) before extraordinary item              (231,423)        256,554
                                        
Extraordinary item - gain on extinguishment of debt                 278,026               0
                                                                -----------     -----------
Net income                                                      $    46,603     $   256,554
                                                                ===========     ===========
Income (loss) per share:
  Income (loss) before extraordinary gain                       $     (0.21)    $      0.23
  Extraordinary gain                                                   0.25               0
                                                                -----------     -----------
          Net income                                            $      0.04     $      0.23
                                                                ===========     ===========
Weighted average number of shares outstanding                     1,125,270       1,125,270
                                                                ===========     ===========
                                                                        
</TABLE>





The accompanying notes are an integral part of these consolidated financial
statements.





                                       F-3
<PAGE>   10
BOCA RATON CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
for the years ended December 31, 1996 and 1995





<TABLE>
<CAPTION>
                                   Shares        Par        Paid-In      Accumulated
                                 Outstanding    Value       Capital        Deficit           Total
                                 -----------   -------    -----------    ------------     -----------
<S>                               <C>          <C>        <C>            <C>              <C>
Balance, December 31, 1994        1,125,270    $ 1,125    $ 6,534,795    $ (3,516,460)    $ 3,019,460
Net  income                               0          0              0         256,554         256,554
                                  ---------    -------    -----------    ------------     -----------

Balance, December 31, 1995        1,125,270      1,125      6,534,795      (3,259,906)      3,276,014
Net income                                0          0              0          46,603          46,603
Distribution to shareholders              0          0     (2,531,859)              0      (2,531,859)
                                  ---------    -------    -----------    ------------     -----------
Balance, December 31, 1996        1,125,270    $ 1,125    $ 4,002,936    $ (3,213,303)    $   790,758
                                  =========    =======    ===========    ============     ===========
</TABLE>





The accompanying notes are an integral part of these
consolidated financial statements.





                                       F-4
<PAGE>   11
BOCA RATON CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the years ended December 31, 1996 and 1995



<TABLE>
<CAPTION>
                                                                   1996            1995
<S>                                                             <C>             <C>
Cash flows from operating activities:
  Net income                                                    $    46,603     $   256,554
    Adjustments to reconcile net income to net cash used in
      operating activities:
    Decrease in unrealized appreciation of investments            1,088,750         792,896
    Gain on sale of investment                                   (1,244,374)     (1,504,927)
    Extraordinary gain on extinguishment of debt                   (278,026)              0
    Interest accrued but not paid on defaulted note                       0         200,529
    Increase in other assets                                         (7,000)              0
    Decrease in accounts payable and accrued expenses               (40,337)              0
                                                                -----------     -----------
             Net cash used in operating activities                 (435,384)       (458,839)
                                                                -----------     -----------
Cash flows from investing activities:
  Proceeds from sale of investment                                1,245,000       1,505,469
  Proceeds from note receivable                                           0         522,514
  Issuance of notes receivable                                     (350,000)              0
                                                                -----------     -----------
             Net cash provided by investing activities              895,000       2,027,983
                                                                -----------     -----------
Cash flows from financing activities:
  Distribution to shareholders                                   (2,531,859)              0
  Payments of notes payable                                        (310,000)              0
                                                                -----------     -----------
             Net cash used in financing activities               (2,841,859)              0
                                                                -----------     -----------
Net increase (decrease) in cash                                  (2,382,243)      1,569,144
Cash, beginning of year                                           2,900,888       1,331,744
                                                                -----------     -----------
Cash, end of year                                               $   518,645     $ 2,900,888
                                                                ===========     ===========

Supplemental disclosures of cash flow information:
  Cash paid during the year for income taxes                    $    14,907     $    39,087
                                                                ===========     ===========
</TABLE>





The accompanying notes are an integral part of these
consolidated financial statements.





                                      F-5

<PAGE>   12
BOCA RATON CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

         Business

         Boca Raton Capital Corporation ("BRCC") was a non-diversified,
         closed-end investment company, which had elected and was granted the
         status as a Business Development Company ("BDC") under the Investment
         Company Act of 1940 (the "1940 Act").  During 1995, BRCC's Board of
         Directors were of the opinion that the shareholders return on assets
         was not sufficient to continue operations as a BDC.  As such, BRCC's
         election to withdraw from its status as a BDC was filed with the
         Securities and Exchange Commission and became effective as of December
         22, 1995.  No material impact to the financial statements resulted
         from BRCC's change in status.

         PRINCIPLES OF CONSOLIDATION

         The consolidated financial statements include the accounts of BRCC and
         its wholly-owned subsidiaries (collectively the "Company"). All
         material intercompany balances and transactions have been eliminated
         in consolidation.

         VALUATION OF PORTFOLIO INVESTMENTS

         The Company follows Statement of Financial Accounting Standards
         ("SFAS") No. 115, "Accounting for Certain Investments in Debt and
         Equity Securities".  Under SFAS No. 115, investments are classified as
         either held to maturity, trading or available for sale depending upon
         whether the investment is a debt or equity security and management's
         intent with regards to the investment.  The Company's investment in
         RailAmerica was classified as trading which called for the investment
         to be carried at fair value and changes in market value be credited or
         charged to income.   Investments for which market quotations are
         readily available are valued at market.   In the absence of market
         quotations, investments are valued at their fair value as determined
         in good faith by the Board of Directors.  Due to the inherent
         uncertainty of this valuation, these estimates may differ
         significantly from the values that would have been used had a ready
         market for the investments existed.

         NET INCOME PER COMMON SHARE

         Net income per common share is computed using the weighted average
         number of common shares outstanding during each year.

         Statement of Financial Accounting Standards ("SFAS") No. 128,
         "Earnings per Share", establishes standards for computing and
         presenting earnings per share and must be implemented by BRCC for both
         interim and annual periods ending after December 31, 1997.  This
         pronouncement is not expected to have a material impact on the
         financial statements of the Company.





                                      F-6

<PAGE>   13
BOCA RATON CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued


1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

         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 and disclosure of contingent 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, particularly with respect to the fair value
         determination of investments, and the differences could be material.

2.       PORTFOLIO INVESTMENTS:

         During 1996, the Company sold its 375,000 shares of RailAmerica, Inc.
         common stock, which represented its total investment as of December
         31, 1995, and received net proceeds of $1,245,000. The Company
         recorded a net realized gain of $155,624 during the year ended
         December 31, 1996 as a result of this sale.

3.       DEFAULTED NOTE PAYABLE AND ACCRUED INTEREST:

         The Company had a note payable to a financial institution which was
         taken over by regulatory authorities.   At the time of the takeover,
         the Company had suspended payments on this note in an effort to
         negotiate extensions, refinance the obligation or reach a settlement.
         The Company had adjusted the cumulative interest accrued on the note
         to reflect the default rate of 18% in 1995.  In 1996, a full
         settlement was reached in the matter which consisted of payment of
         principal of $310,000 and a release from all obligation.  The
         favorable settlement in this matter has been reflected as an
         extraordinary item resulting from extinguishment of debt in the amount
         of $278,026.

4.       INCOME TAXES:

         The Company accounts for income taxes pursuant to the provisions of
         SFAS No. 109, "Accounting for Income Taxes".  SFAS No. 109 requires
         recognition of deferred tax liabilities and assets for the expected
         future tax consequences of events that have been included in the
         financial statements or tax returns.  Under this method, deferred tax
         liabilities and assets are determined based on the difference between
         the financial statement and tax basis of assets and liabilities using
         enacted tax rates in effect for the year in which the differences are
         expected to reverse.





                                      F-7

<PAGE>   14
BOCA RATON CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued


4.       INCOME TAXES, CONTINUED:

         The provision for income taxes for 1996 and 1995 is summarized as
         follows:

<TABLE>
<CAPTION>
                                         1996          1995
                                        ------       --------
         <S>                            <C>          <C>
         Current:
           Federal                      $    0       $ 62,945
           State                             0         32,949
                                        ------       --------
                                             0         95,894
                                        ------       --------
         Deferred:
           Federal                           0              0
           State                             0              0
                                        ------       --------
                                             0              0
                                        ------       --------
                 Total provision        $    0       $ 95,894
                                        ======       ========
</TABLE>

         The significant components of the net deferred tax assets as of
December 31, 1996, are as follows:

<TABLE>
         <S>                                        <C>
         Deferred tax assets:
           Net operating loss carryforward          $ 885,127
           Other                                       98,132
           Valuation allowance                       (983,259)
                                                    ---------
         Net deferred tax assets                    $       0
                                                    =========
</TABLE>

         SFAS No. 109 requires a valuation allowance against deferred tax
         assets if, based on the weight of available evidence, it is more
         likely than not that some or all of the deferred tax assets will not
         be realized.  At December 31, 1996, the Company has established a 100%
         valuation allowance against net deferred tax assets.

         For income tax purposes, the Company had a change in ownership during
         1993 in connection with a private placement offering.  The change in
         ownership resulted in an annual limitation on the amount of pre-change
         ownership net operating loss carryforwards which can be utilized to
         offset the Company's future taxable income.  The annual limitation is
         approximately $128,000 and will be increased by the Company's
         pre-change built in gains when recognized.





                                      F-8
<PAGE>   15
BOCA RATON CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued


4.       INCOME TAXES, CONTINUED:

         As of December 31, 1996, the Company has available for federal income
         tax reporting purposes pre-change net operating losses of
         approximately $1,900,000 and post-change net operating losses of
         approximately $381,000.  These net operating loss carryforwards expire
         in the years 1998 through 2008.  Should the proposed merger discussed
         in Note 7 occur, utilization of those net operating loss carryforwards
         could be further limited.

         RATE RECONCILIATION

         A reconciliation of the difference between actual income tax expense
         and income taxes computed at the federal statutory tax rate is as
         follows:

<TABLE>
<CAPTION>
                                                                1996     1995
                                                               ------   ------
         <S>                                                   <C>      <C>
         Federal statutory rate                                 34.00 %  34.00 %
         State rate net of federal benefit                       3.63 %   3.63 %
         Benefit of NOL with prior period valuation allowance  (37.63)% (10.42)%
                                                               ------   ------
                                                                 0.00 %  27.21 %
                                                               ======   ======
</TABLE>

5.       CONCENTRATION OF CREDIT RISK:

         Financial instruments, which potentially subject the Company to
         concentration of credit risk, consist primarily of cash and note
         receivable.  The Company maintains a majority of its cash with
         financial institutions that management considers to have a high credit
         standing.  At times, such amounts may be in excess of the FDIC insured
         limits.  The Company has a note receivable in the amount of $350,000
         (See Note 7) with a single counterparty.  The Company did not require
         the counterparty to provide collateral for the note; however, the
         principal and accrued interest thereon has been individually
         guaranteed by each of the three counterparty shareholders and their
         respective spouses.  The Company, however, does not anticipate
         nonperformance by the counterparty.

6.       RELATED PARTY TRANSACTIONS:

         The Company and Josephthal were parties to a financial consulting
         agreement through March 1995 for which the Company paid Josephthal
         Lyon & Ross Incorporated ("Josephthal") $3,000 a month in consulting
         fees for services provided by Mr. Alan Jacobs, President and Chief
         Executive Officer of the Company.  Until January 1, 1996, Mr. Jacobs
         was an employee of Josephthal. In March 1995, the consulting agreement
         was terminated.  Beginning in April 1995 and through December 31,
         1995, the Company agreed to pay Mr. Jacobs $3,000 a month in
         consulting fees directly.  Starting in 1996, the monthly consulting
         fee was increased to $5,000 per month.





                                      F-9

<PAGE>   16
BOCA RATON CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued


6.       RELATED PARTY TRANSACTIONS, CONTINUED:

         Pursuant to a consulting agreement, the Company paid Mr. Franklyn
         Weichselbaum, as the Treasurer and Chief Financial Officer of the
         Company, $2,200 per month in consulting fees.  Starting in 1996, the
         monthly consulting fee was increased to $3,500 per month.

         On January 11, 1996, the Board of Directors approved the payment of a
         retainer to each director of the Company of $10,000 for services to be
         rendered as a director during 1996 and granted 10,000 options to each
         of the four independent directors and to its two officers.  This
         retainer is in addition to the normal recurring fees received of
         $1,500 per director per meeting attended.   Each option entitles the
         holder, for a period of four years commencing on April 15, 1996, to
         purchase shares of the Company's common stock at an initial exercise
         price of $3.00 per share.  The exercise price exceeded the market
         price per share and the book value per share of the Company's common
         stock on the date of grant.  The exercise price was subsequently
         adjusted to $0.75 per share to reflect the special cash distribution
         of $2.25 per share of common stock (See Note 8).

         General and administrative expenses for 1996 are substantially
         comprised of directors' fees and related expenses and consulting fees
         paid to the officers.

7.       PROPOSED MERGER:

         In 1996, the Company entered into an agreement to merge CRP
         Acquisition Corporation ("CRP"), its wholly-owned subsidiary, with and
         into Clean Room Products, Inc., a New York corporation.  The proposed
         merger is subject to, among other things, the satisfactory completion
         by the Company of a legal and business review of Clean Room Products,
         Inc., and approval by the shareholders of the Company.  CRP designs
         and constructs clean rooms and associated products for the
         semiconductor, pharmaceutical, biotechnology, medical device and other
         industries.  In addition, CRP's film division produces UltracleanTM
         packaging materials for these industries.  If the proposed merger is
         consummated, Clean Room Products, Inc. will become a wholly-owned
         subsidiary.

         In connection with the proposed merger, on December 12, 1996, the
         Company extended a loan to CRP.  The loan was in the original
         principal amount of $350,000 with an interest rate equal to the prime
         rate, plus one percent (1%) per annum.  The principal and the accrued
         interest, thereon, is due and payable on April 30, 1997.  Each of the
         three CRP shareholders and their respective spouses have guaranteed
         repayment of this note.

         As of July 30, 1997, CRP has not repaid the loan.

8.       SPECIAL CASH DISTRIBUTIONS:

         On January 11, 1996, the Board of Directors approved a special cash
         distribution of $2.25 per share to the shareholders of record on
         January 11, 1996.  The special cash distribution was approved by the
         Company's shareholders at a special meeting held on February 29, 1996
         and the special cash distribution was paid on March 11, 1996.





                                      F-10

<PAGE>   17
BOCA RATON CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

9.       SUBSEQUENT EVENT:

         In June 1997, Weitzer Homebuilders Incorporated and Harry Weitzer
         commenced an action against the Company for unspecified damages in
         connection with a failed merger alleging breach of an agreement and
         plan of merger, fraudulent inducement, and fraudulent and negligent
         misrepresentation.  The Company is vigorously defending its rights
         against any alleged wrongdoing.  The Company is unable to estimate the
         potential loss, if any, that may result from this matter.           
                                                             



                                      F-11