<PAGE>   1
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                   FORM 10-KSB

                 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 I
<S>                                                                                                     <C>
ITEM 1 - BUSINESS......................................................................................  1
ITEM 2 - PROPERTIES....................................................................................  4
ITEM 3 - LEGAL PROCEEDINGS.............................................................................  4
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY
             HOLDERS...................................................................................  4



                                     PART II

ITEM 5 - MARKET FOR THE ISSUER'S COMMON EQUITY AND
             RELATED SHAREHOLDER MATTERS ..............................................................  5
ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS..........................................................  7
ITEM 7 - FINANCIAL STATEMENTS..........................................................................  8
ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
             ON ACCOUNTING AND FINANCIAL DISCLOSURE....................................................  8

                                    PART III

ITEM 9 -  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
              CONTROL PERSONS..........................................................................  9
ITEM 10 - EXECUTIVE COMPENSATION....................................................................... 12
ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
              OWNERS AND MANAGEMENT.................................................................... 15
ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED
                  TRANSACTIONS  ....................................................................... 17
ITEM 13 - EXHIBITS, LISTS AND REPORTS ON FORM 8-K...................................................... 18

</TABLE>

                                        i

<PAGE>   3


                                     PART I

ITEM 1 - BUSINESS

GENERAL

     Boca Raton Capital Corporation (the "Company"), a Florida corporation, was
organized in 1987. For the two years prior to December 22, 1995, the Company was
a closed-end management investment company that had elected status as a business
development company ("BDC") under the Investment Company Act of 1940, as amended
("1940 Act"). A BDC must be operated for the purpose of investing in the
securities of certain eligible portfolio companies ("Eligible Portfolio
Companies") and certain bankrupt or insolvent companies and making available
significant managerial assistance ("Making Available Significant Managerial
Assistance") to those investee companies ("Investee Companies") which are
qualifying assets ("Qualifying Assets") (as such capitalized terms are defined
in the 1940 Act).

     As a BDC, the Company although not subject to the provisions of the 1940
Act relating to registered investment companies was nonetheless subject to a
number of provisions under the 1940 Act relating to BDC's. The Board of
Directors of the Company unanimously determined at a meeting held on October 12,
1995, that it would be in the best interest of the Company and its shareholders
to seek shareholder approval to withdraw the Company's election as a BDC in
accordance with the 1940 Act.

     The Board determined that a withdrawal of election as a BDC was in the best
interest of the Company because of the Company's then current financial and
operational structure. Specifically, the Company held one portfolio security,
RailAmerica, Inc. ("RailAmerica") common stock, and the balance of its
investments were in cash or cash equivalents. RailAmerica is a diversified,
publicly-held transportation holding company that among other things owns and
develops short-line and regional freight railroads. Also, the Company's total
assets as of September 30, 1995 were approximately $4.1 million. Because of the
relative size of the Company's asset base to its ongoing expenses, the Board
believed the shareholders' return on assets was not sufficient to continue
operations as a BDC. The Board did not believe it was practical to attempt to
raise additional capital for the Company and determined that the Company would
best be suited for a merger with an operating company. Therefore, the Board
authorized the solicitation of shareholder approval to effectuate the withdrawal
at a Special Meeting of shareholders in lieu of the Annual Meeting ("1995
Special Meeting") held on December 15, 1995. At the 1995 Special Meeting, the
shareholders approved the withdrawal of the Company's election of status as a
BDC. The withdrawal became effective upon the Securities and Exchange
Commission's (the "Commission") receipt of the Company's notification of
withdrawal on December 22, 1995.

     On March 11, 1996, the Company paid a special cash distribution (the
"Special Distribution") of $2.25 per share on each share of the Company's common
stock ("Common Stock") outstanding of record on January 11, 1996. The Special
Distribution was declared, by the Board of Directors, subject to shareholder
approval, on January 11, 1996. The Company's


<PAGE>   4


shareholders approved the Special Distribution at a special meeting of
shareholders (the "1996 Special Meeting") held on February 29, 1996.

     On May 15, 1996, the Company sold 375,000 shares of RailAmerica common
stock which constituted all of the Company's remaining equity interest in
RailAmerica for approximately $3.42 per share (aggregate of approximately
$1,245,000 net proceeds). As of December 31, 1996, the Company's investments
were comprised of cash and cash equivalents and a note receivable of $350,000.

PROPOSED MERGER

     On December 12, 1996, the Company entered into an Agreement and Plan of
Merger and Reorganization (the "Merger Agreement") with CRP Acquisition Corp., a
New York corporation and a wholly-owned subsidiary of the Company ("Merger
Sub"), and Clean Room Products, Inc., a New York Corporation ("CRP"). The Merger
Agreement was subsequently amended by the parties thereto as of March 26, 1997.
Subject to the terms and conditions of the Merger Agreement, as amended, Merger
Sub shall be merged with and into CRP in accordance with New York law (the
"Proposed Merger"). If the Proposed Merger is consummated, the separate
existence of Merger Sub will cease and CRP, as the surviving corporation of the
Proposed Merger (the "Surviving Corporation") shall, by virtue of the Proposed
Merger, continue in existence under New York law as a wholly-owned subsidiary of
the Company. Under the terms of the Merger Agreement, as amended, existing
shareholders of the Company will retain an aggregate of 1,125,270 shares of the
Company's Common Stock which is equivalent to 20% of the issued and outstanding
shares of the Company's Common Stock after giving effect to the Proposed Merger
or 30% of the issued and outstanding shares of the Company's Common Stock if the
Escrowed Shares (as defined below) are cancelled as described below (assuming
none of the Company's shareholders exercises their rights to dissent from
approval of the Proposed Merger and excluding the 250,000 shares of the
Company's Common Stock to be issued to Josephthal (as defined below) upon
consummation or the Proposed Merger). The existing shareholders of CRP will
receive an aggregate of 4,501,080 shares of the Company's Common Stock which is
equivalent to 80% of the issued and outstanding shares of Common Stock of the
Company after giving effect to the Proposed Merger (assuming none of the
Company's shareholders exercises their rights to dissent from approval of the
Proposed Merger and excluding the 250,000 shares of the Company's Common Stock
to be issued to Josephthal upon consummation of the Proposed Merger); provided,
however, that 1,875,750 shares of the Company's Common Stock to be issued to the
existing CRP shareholders will be held in escrow (the "Escrowed Shares") until
the earlier of (i) six (6) months after the Proposed Merger is consummated and
(ii) the date of consummation of a long-term financing which results in at least
$1,500,000 in net proceeds to the Company or the Surviving Corporation. In the
event that neither the Company nor the Surviving Corporation consummates a long
term financing which results in at least $1,500,000 in net proceeds to such
corporation within six (6) months of the closing of the Proposed Merger, the
Escrowed Shares will be returned to the Company and cancelled. The Proposed
Merger is subject to the satisfaction or waiver (if permissible) of certain
conditions, including, but not limited to, the approval of the Company's
shareholders. The Company intends to submit the Proposed Merger to the vote of
the Company's shareholders at a Special Meeting of shareholders as soon as
practicable. CRP designs and constructs clean



                                        2

<PAGE>   5



rooms and associated products for the semiconductor, pharmaceutical,
biotechnology, medical device and other industries. In addition, CRP's film
division produces Ultraclean(TM) packaging materials for these industries.

     In connection with the Proposed Merger, on December 12, 1996, the Company
extended a loan (the "CRP Loan") to CRP. The CRP Loan was in the original
principal amount of $350,000 with an interest rate equal to the prime rate of
Citibank, N.A. plus one percent (1%) per annum. The principal, and the accrued
interest thereon, of the CRP Loan is due and payable on April 30, 1997. Each of
the three shareholders of CRP and their respective spouses have individually
guaranteed the repayment of the principal, and accrued interest thereon, of the
CRP Loan. Additionally, in connection with the Proposed Merger, CRP has retained
Josephthal Lyon & Ross Incorporated ("Josephthal") as a financial consultant
pursuant to a financial consulting agreement ("CRP Consulting Agreement"). In
the event that the Proposed Merger is consummated, Josephthal will be paid a
$50,000 fee and receive 250,000 shares of the Company's Common Stock. See "Item
11 - Security Ownership of Certain Beneficial Owners and Management" and "Item
12 - Certain Relationships and Related Transactions."

TERMINATED MERGER

     On June 30, 1994, the Company entered into an Agreement and Plan of Merger
with Weitzer Homebuilders Incorporated ("WHB"), WHB Merger Sub, Inc. ("Sub"),
Harry Weitzer and certain corporations controlled by Harry Weitzer
(collectively, the "Weitzer Entities"). In connection with the proposed merger
which was not consummated (the "Terminated Merger"), the Company in March 1994
paid Josephthal, the Company's financial consultant, a $150,000 fee pursuant to
a financial consulting agreement dated March 21, 1993. The Weitzer Entities
terminated the proposed merger on December 23, 1994, and Josephthal returned the
$150,000 fee to the Company. On June 30, 1994, consistent with the Company's
investment policies, the Company extended a one-year loan (the "Weitzer Loan")
to Weitzer Financial, Inc., an entity controlled by Harry Weitzer. The Weitzer
Loan was in the principal amount of $500,000 with an interest rate equal to the
prime rate plus 1%. The principal, and the accrued interest thereon, of the
Weitzer Loan was repaid in July 1995. See "Item 3--Legal Proceedings" and "Item
12 --Certain Relationships and Related Transactions."

EMPLOYEES

     As of December 31, 1996, the Company had no full time employees. The
Company's Chief Executive Officer and President and Chief Financial Officer,
Secretary and Treasurer provided their services to the Company on a consulting
basis. See "Item 12 -- Certain Relationships and Related Transactions."



                                        3

<PAGE>   6




ITEM 2 - PROPERTIES

     The Company's corporate offices are temporarily located at 6516 Via Rosa,
Boca Raton, Florida 33433. This office space is made available to the Company by
Franklyn B. Weichselbaum, its Chief Financial Officer, Secretary and Treasurer,
at no cost. The Company does not own, lease or occupy any other properties.


ITEM 3 - LEGAL PROCEEDINGS

     The Company is not a party to any pending legal proceedings. In January
1997, the Company was notified by WHB's legal counsel that WHB intended to seek
alleged damages in connection with unspecified claims relating to the Terminated
Merger. As of the date hereof, to the best of the Company's knowledge, WHB has
not commenced a legal proceeding. In the event that WHB commences a legal
action, the Company intends to vigorously defend its rights against any alleged
claims. See "Item 1-Business-Terminated Merger."


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

     No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended December 31, 1996.




                                        4

<PAGE>   7


                                     PART II

ITEM 5 - MARKET FOR THE ISSUER'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

     The Common Stock is quoted on the OTC Electronic Bulletin Board. The
quarterly high and low bid prices for the Company's Common Stock are set forth
below and are based upon such prices as reported on the OTC Electronic Bulletin
Board. The prices set forth below are not necessarily indicative of the
liquidity of the trading market nor for market trades for a large number of
shares. Such over-the-counter market quotations reflect inter-dealer prices,
without retail mark-ups, mark-downs or commissions, and may not represent actual
transactions. Moreover, on March 11, 1996, the Company paid the Special
Distribution of $2.25 on each share of Common Stock outstanding of record at the
close of business on January 11, 1996.

<TABLE>
<CAPTION>
Quarter Ending
1995                                        High Bid                 Low Bid
----                                        --------                 -------
<S>                                        <C>                      <C>
March 31 ........................          $        2               $    1 1/2

June 30 .........................          $    2 1/4               $    1 1/2

September 30 ....................          $        2               $    1 1/2

December 31 .....................          $    2 1/4               $    1 1/4

Quarter Ending
1996
----

March 31 ........................          $    2 1/2               $      1/2

June 30 .........................          $      3/4               $      1/2

September 30 ....................          $      3/4               $      1/4

December 31 .....................          $      3/4               $      3/8
</TABLE>


     On March 24, 1997 each of the high and low bid price for the Company's
Common Stock was $.625, respectively.

HOLDERS OF COMMON STOCK

     As of March 24, 1997, there were approximately 625 holders of record of the
Company's Common Stock and 1,125,270 shares of Common Stock outstanding.


                                        5

<PAGE>   8


DIVIDENDS

     On March 11, 1996, the Company paid a special cash distribution (the
"Special Distribution") of $2.25 per share on each share of Common Stock
outstanding of record on January 11, 1996. The Special Distribution was declared
by the Board of Directors, subject to shareholder approval, on January 11, 1996.
The Company's shareholders approved the Special Distribution at the 1996 Special
Meeting held on February 29, 1996. See "Item 1 -- Business" and "Item
6-Management's Discussion and Analysis." The payment by the Company of
dividends, if any, in the future rests within the discretion of its Board of
Directors and will depend upon, among other things, the Company's earnings, its
capital requirements and its financial condition, as well as other relevant
factors. Except for the Special Distribution, the Company has not paid any cash
dividends since its inception and does not intend to pay any cash dividends on
the Common Stock in the foreseeable future, but presently intends to retain all
earnings, if any, for use in its business operations.



                                        6

<PAGE>   9


ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS

Results of Operations

     During 1995, the Company elected to withdraw from its status as a BDC under
the 1940 Act. This election became effective upon the Commission's receipt of
the Company's notification of withdrawal on December 22, 1995. As a result of
this, the Company adopted 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 considered to be a trading security and
as such was carried at fair value as determined in good faith by the Board of
Directors. The adoption of SFAS No. 115 had no material impact on the results of
operations of the Company because under its status as a BDC in 1994 and for part
of 1995, the Company valued its investments in the same manner as required under
SFAS No. 115.

     The Company reported net income of $46,603 and $256,554 for the years ended
December 31, 1996 and 1995, respectively. Included in net income was a net
unrealized and realized gain of $155,624 and $712,031 for 1996 and 1995,
respectively. The gain on investments for 1996 was due to the sale of 375,000
shares of RailAmerica and the gain on investments for 1995 was due to the sale
of 325,000 shares of RailAmerica. The balance of income consisted of investment
income of $36,637 and $155,993 less operating expenses of $423,684 and $515,576
for the years ended December 31, 1996 and 1995, respectively. In addition, the
Company had an extraordinary gain of $278,026 resulting from the extinguishment
of debt in 1996.

     The investment income of $36,637 for the year ended December 31, 1996
consisted of interest income. This is compared to investment income of $155,993
for the year ended December 31, 1995 which consisted primarily of interest
income. The decrease in interest income was due to a decrease in the amount of
cash available for investment primarily as a result of a special $2.25 per share
cash distribution paid in March 1996 in the aggregate amount of approximately
$2,532,000.

     Operating expenses for the year ended December 31, 1996 primarily consisted
of general and administrative expenses of $222,299, professional fees of
$198,448, and interest expense of $2,937. Such expenses for the comparable
period of 1995 consisted of general and administrative expenses of $172,448,
professional fees of $142,599, and interest expense of $200,529. The increase of
$49,851 in general and administrative expenses is primarily due to an increase
in aggregate monthly fees to the Company's officers and the payment of annual
directors fees in the aggregate amount of $50,000 for services rendered in 1996.
Professional fees increased $55,849 primarily due to increased legal fees in
connection with shareholder meetings and the Proposed Merger. Interest expense
decreased $197,592 due to the settlement in full satisfaction of a past due
promissory note in May 1996. In connection with the settlement


                                        7

<PAGE>   10



of the promissory note, the Company recognized an extraordinary gain on the
extinguishment of debt of $278,026.

LIQUIDITY AND CAPITAL RESOURCES

     The Company had $518,645 in cash and total liabilities of $84,887 at
December 31, 1996. The Company had no long term liabilities. On March 11, 1996,
the Company paid a special cash distribution, out of capital surplus, in the
aggregate amount of approximately $2,532,000. As a result, cash and
stockholders' equity were reduced by the same amount.

     At December 31, 1996, the Company did not maintain lines of credit, and
none are anticipated. The Company has no sources of cash flow at present apart
from interest income.

     On May 15, 1996, the Company sold 375,000 shares of RailAmerica common
stock which constituted all of the Company's remaining equity interest in
RailAmerica for approximately $3.42 per share (aggregate of approximately
$1,245,000 net proceeds).

     On May 23, 1996, the Company paid $310,000 to Woodoven Corporation as
settlement in full satisfaction of all principal and interest due and payable
pursuant to a promissory note dated April 5, 1990. As a result the Company
recognized an extraordinary gain on extinguishment of debt of $278,026 in the
year ended December 31, 1996.

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 and immediately follow the signature page of this Form 10-KSB.


ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

     None.




                                        8

<PAGE>   11



                                    PART III

ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

THE BOARD OF DIRECTORS

     The following table sets forth information with respect to the directors of
the Company.

<TABLE>
<CAPTION>
                                                                                       DIRECTOR
       NAME                         AGE              POSITION                           SINCE
       ----                         ---              --------                           -----
<S>                                 <C>              <C>                                <C>
Alan L. Jacobs(1)                   55               Chief Executive Officer,           1995
                                                     President and Director

Robert H. Arnold(2)                 53               Director                           1995

Ronald L. Miller(3)                 53               Director                           1995

C. Lawrence Rutstein(1)(4)          52               Director                           1995

Alan H. Weingarten(3)(4)            56               Director                           1995
</TABLE>

--------------
(1)  Class III Director.
(2)  Class II Director.
(3)  Class I Director.
(4)  Member of Audit Committee.

     If the Proposed Merger is consummated, each existing director of the
Company shall resign effective upon the consummation of the Proposed Merger and
a new board of directors will be elected effective upon the consummation of the
Proposed Merger. See "Business- Proposed Merger."

     In accordance with Article VI, Section 1 of the Company's Amended and
Restated Articles of Incorporation, the Board of Directors of the Company is
divided into three classes, designated Class I, Class II and Class III. The
current term of Class I directors extends to the 1998 annual meeting of
shareholders, that of Class II extends to the 1996 annual meeting and that of
Class III to the 1997 annual meeting. Each class, upon election, serves for a
three-year term. The background of each member of the Board of Directors is set
forth below:

     Alan L. Jacobs was elected a director of the Company in February 1995. Mr.
Jacobs had previously served as a director of the Company from July 1993 to
September 9, 1994. He became the Chairman of the Board of the Company from
November 1993 to September 9, 1994. He became President and Chief Executive
Officer of the Company in November 1993. Since March 1997 to the present, Mr.
Jacobs has been Executive Vice President and a
Director of Capital Growth Holdings, Ltd., a public holding company.



                                        9

<PAGE>   12



Since January 1996 to the present, Mr. Jacobs also has been Executive Vice
President and Senior Managing Director of International Capital Growth, Ltd. and
its predecessor, Capital Growth International LLC, an investment banking firm.
From January 1992 to December 1995, Mr. Jacobs was an Associate Director of
Investment Banking of Josephthal Lyon & Ross Incorporated. From May 1985 to
December 1991, Mr. Jacobs was Managing Director, Investment Banking, with
Ladenburg Thalmann & Co., Inc., an investment banking firm.

     Robert H. Arnold was elected as a director of the Company in February 1995.
Mr. Arnold is the founder of R.H. Arnold & Co., an investment banking firm, and
has served as the President of R.H. Arnold & Co. since 1989. Mr. Arnold is a
director of R. H. Arnold & Co.,; a Managing Director of HC Capital Partners
China, an international investment company; an advisor to Mezzanine Management
Limited, an investment management firm; a director of Covenant Investment
Management, an investment company; a director of Eagle Finance Corp.; a director
of Covenant Holding; and a director of Phoenix Four, Inc., an investment fund.

     Ronald L. Miller was elected as a director of the Company in February 1995.
Mr. Miller is the founder of Miller Advisory Corp., an investment banking firm,
and has served as President of Miller Advisory Corp., since 1989. Mr. Miller is
Chairman of the Board of Provider Solutions Corp., a health care computer
software company; and a director of Pollo Tropical, Inc., a publicly traded
company which owns 35 franchises and 10 quick-serve restaurants featuring
grilled chicken.

     C. Lawrence Rutstein was elected as a director of the Company in February
1995. Mr. Rutstein has been the President and Chief Executive Officer of
CapQuest Partners, Inc., a private investment banking firm since January 1996.
Mr. Rutstein was the Chairman of The Rittenhouse Group, Inc., a private
consulting company from May 1994 to May 1995. From 1991 to 1993, Mr. Rutstein
was the General Partner and Vice President of Memphis Chicks Baseball Club, an
AA Affiliate of the Kansas City Royals. From 1989 to 1991, Mr. Rutstein served
as Chairman of the Board of Cedar Group, Inc., a publicly traded company which
imports and distributes industrial fasteners.

     Alan H. Weingarten was elected as a director of the Company in February
1995. Mr. Weingarten has served as Chief Executive Officer of Alan H. Weingarten
& Associates, Inc., a general management, marketing, product planning and
consulting organization since 1986. Mr. Weingarten is a director of Cybex
International, Inc. (formerly known as Lumex Inc.), a publicly traded company,
the Chairman of Cybex International Inc.'s audit committee and a member of Cybex
International, Inc.'s compensation and director affairs committees.




                                       10

<PAGE>   13



COMMITTEES

         The Company has an Audit Committee which oversees the procedures, scope
and results of the annual audit and reviews the services provided by the
Company's independent public accountants. The Audit Committee consisting of
Messrs. Rutstein and Weingarten met one time during the year ended December 31,
1996. The Company had no other committees.

EXECUTIVE OFFICERS

     The following table sets forth information with respect to the executive
officers of the Company.
<TABLE>
<CAPTION>

NAME                            AGE       POSITION HELD
----                            ---       -------------
<S>                             <C>       <C>
Alan L. Jacobs                  55        Chief Executive Officer and President

Franklyn B. Weichselbaum        51        Chief Financial Officer, Treasurer and
                                          Secretary
</TABLE>
     The principal occupation of Mr. Jacobs is discussed above under "The Board
of Directors."

     Franklyn B. Weichselbaum has been a consultant to the Company since May
1990 and was elected Treasurer and Chief Financial Officer of the Company in
November 1993 and Secretary of the Company in March 1995. Since September 1995,
Mr. Weichselbaum has served as consultant to Shulman & Associates, Inc. Mr.
Weichselbaum served as a consultant to Weitzer Homebuilders Incorporated, a
publicly traded company engaged in the design and construction of single family
residences, from October 1994 until August 1995. Mr. Weichselbaum also served as
a consultant to RailAmerica, Inc., a publicly held transportation holding
company, from May 1990 to March, 1994.

     If the Proposed Merger is consummated, Mr. Jacobs and Mr Weichselbaum will
resign from their respective positions with the Company effective upon
consummation of the Proposed Merger.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Exchange Act requires the Company's directors and
executive officers and persons who own more than ten percent of a registered
class of the Company's equity securities to file with the Commission initial
reports of ownership and reports of changes in ownership of Common Stock and
other equity securities of the Company. Directors, officers and greater than ten
percent stockholders are required by Commission regulation to furnish the
Company with copies of all Section 16(a) forms they file.



                                       11

<PAGE>   14


     Based on a review of such timely filed forms received by it and
representations by persons that would be required to file such forms, the
Company believes that all required filings by current executive officers and
directors have been timely filed.


ITEM 10 - EXECUTIVE COMPENSATION

     No executive officer of the Company received more than $100,000 in
compensation for the year ended December 31, 1996. The following table sets
forth the annual and long-term compensation for services in all capacities to
the Company for the years ended December 31, 1996, 1995, and 1994 of the Chief
Executive Officer of the Company.

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>

                                                      ANNUAL COMPENSATION                                  OTHER
NAME AND PRINCIPAL                 --------------------------------------------------                      ANNUAL
POSITION                           YEAR                 SALARY ($)          BONUS ($)                      COMPENSATION ($)
-----------------------            ----                 ----------          ---------                      ----------------

<S>                                <C>                   <C>                     <C>                               <C>
Alan L. Jacobs(1)                  1996                  $60,000                 --                                --
  President and Chief              1995                  $30,000                 --                                --
  Executive Officer                1994                       --                 --                                ---
  (from November 1993
   to present) and
  Chairman of the Board
  of Directors (from
  November 1993 until
  September 9, 1994)
</TABLE>

(1) Mr. Jacobs received no compensation from the Company for his services to the
Company prior to March 1995. Mr. Jacobs' then employer, Josephthal, received
$3,000 a month in consulting fees from the Company from March 1993 through
February 1995. See "Item 12 -- Certain Relationships and Related Transactions."
From March 1995 to December 1995, Mr. Jacobs was paid $3,000 per month.
Commencing January 1996, the Company compensated Mr. Jacobs at the rate of
$5,000 per month. Mr. Jacobs also received certain remuneration as a director of
the Company in the fiscal year ended December 31, 1996. See "Director
Remuneration."



                      OPTION/SAR GRANTS IN LAST FISCAL YEAR
                               (INDIVIDUAL GRANTS)

<TABLE>
<CAPTION>
                                                            PERCENT OF TOTAL
                                NUMBER OF                   OPTIONS/ SARS
                                SECURITIES                  GRANTED TO
                                UNDERLYING OPTIONS/         EMPLOYEES IN             EXERCISE OR BASE
NAME                            SARS GRANTED (#)            FISCAL YEAR              PRICE ($/SH)             EXPIRATION DATE
---------------------------     -------------------         -------------------      --------------------     ---------------
<S>                             <C>                         <C>                      <C>                      <C>
Alan L. Jacobs                  10,000                      (1)                      $.75 (2)                 April 14, 2000
  President and Chief
  Executive Officer
</TABLE>



                                       12

<PAGE>   15



(1) During the fiscal year ended December 31, 1996, the Company had no full time
employees. The Company's Chief Executive Officer and President and the Chief
Financial Officer, Secretary and Treasurer provided their services to the
Company on a consulting basis. During 1996, the Company granted an aggregate of
60,000 options consisting of 10,000 options to each officer and each non-officer
director of the Company.

(2) Mr. Jacobs' options had an initial exercise price of $3.00 per share which
exceeded the market price per share and the book value per share of Common Stock
on the date of grant. Mr. Jacobs' options are currently exercisable to purchase
one share of Common Stock at an adjusted exercise price of $.75 per share,
giving effect to an adjustment for the payment of the Special Distribution of
$2.25 per share. See "Item 1 - Business."


               AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                      AND FISCAL YEAR END OPTION/SAR VALUES

     The following table sets forth information with respect to unexercised
options to purchase Common Stock held by the Chief Executive Officer at December
31, 1996. No executive officer exercised any stock options during the fiscal
year ended December 31, 1996.

<TABLE>
<CAPTION>
                                     NUMBER OF SECURITIES                            VALUE OF UNEXERCISED IN-
                                     UNDERLYING UNEXERCISED                          THE-MONEY OPTIONS/SARS
                                     OPTIONS/SARS AT FY-END (#)                      AT FY-END ($)
                                     --------------------------                      -------------
NAME                             EXERCISABLE             UNEXERCISABLE            EXERCISABLE              UNEXERCISABLE
----------------------           -----------             -------------            -----------              -------------
<S>                              <C>                     <C>                      <C>                      <C>
Alan L. Jacobs                   10,000                          --               (1)                              --
  President and Chief
  Executive Officer
</TABLE>


(1) The closing bid price for Common Stock on December 31, 1996, as reported on
the OTC Electronic Bulletin Board, was $.625 per share. Consequently, Mr.
Jacobs' unexercised options were not in-the-money as of December 31, 1996.


DIRECTOR REMUNERATION

     Since February 1995, directors have been entitled to receive $1,500 per
meeting attended and reimbursement for certain out-of-pocket expenses for
serving as such. Additionally, members of the Audit Committee have been entitled
to receive $1,500 per meeting attended and reimbursement for certain
out-of-pocket expenses for serving as such.

     During the fiscal year ended December 31, 1996, BRCC's Board of Directors
met five times. All of the directors, other than Ronald L. Miller, attended at
least 75% of the meetings of the Board of Directors and of any committee on
which directors served. Mr. Miller attended three of the five meetings. The
Board of Directors also acts by unanimous written consent in lieu of a meeting
from time to time.


                                       13

<PAGE>   16


     On January 11, 1996, the Company approved the payment to each director of
the Company of directors fees of $10,000 for services to be rendered as a
director during 1996 and granted 10,000 options to each officer and each
non-officer director of the Company. Each option had an initial exercise price
of $3.00 per share which exceeded the market price per share and the book value
per share of the Common Stock on the date of grant. Each option is exercisable
for four years commencing April 15, 1996 to purchase one share of Common Stock
at an adjusted exercise price of $.75 per share, giving effect to an adjustment
for the payment of the Special Distribution. See "Item 1 - Business."

     The Company's By-laws include provisions, authorized by Florida law, which
require the Company to indemnify directors and officers of the Company against
certain liabilities and reasonable expenses incurred by reason of his/her being
or having been a director or an officer of the Company or for an act alleged to
have been committed by such director or officer in his/her capacity as a
director or officer of the Company. All rights to indemnification and advances
shall be deemed to be a contract between the Company and each indemnified person
who serves or served in such capacity at any time while such indemnification
provisions were in effect and, as such, are enforceable against the Company. The
Company has also obtained director and officer liability insurance.




                                       14

<PAGE>   17




ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth the number of shares and percentage owned of
the Common Stock beneficially owned as of February 28, 1997 by (i) each person
known by the Company to be the beneficial owner of more than five percent of the
Common Stock, (ii) each director of the Company, (iii) each executive officer
named in the summary compensation table set forth above, and (iv) all officers
and directors of the Company as a group.

<TABLE>
<CAPTION>

                                                    AMOUNT AND
                                                    NATURE OF
NAME AND ADDRESS OF                                 BENEFICIAL       PERCENT OF
BENEFICIAL OWNER(1)                                   OWNER            CLASS
-------------------                                   -----            -----
<S>                                                 <C>               <C>
William B. Tanner(2)                                 177,600           15.7%
2076 Union Avenue
P.O. Box 40769
Memphis, Tennessee 38174

Dan Purjes(3)                                        109,744            9.8%
c/o Josephthal Lyon & Ross Incorporated
200 Park Avenue, 24 Floor
New York, New York  10166

Alan L. Jacobs(4)                                     17,562            1.5%
International Capital Growth, Ltd.
777 South Flagler Drive
8th Floor West Tower
Palm Beach, Florida 33401

Robert H. Arnold(4)                                   10,000             *
c/o R.H. Arnold & Co.
Carnegie Hall Tower
152 West 57th Street
New York, New York  10019

Ronald L. Miller(4)                                   10,000             *
c/o Miller Advisory Corp.
2601 Heron Lane N.
Clearwater, Florida  34622

C. Lawrence Rutstein(4)                               10,000             *
340 Overlook Lane
Gulph Mills, Pennsylvania 19428

</TABLE>


                                       15

<PAGE>   18

<TABLE>
<CAPTION>

<S>                                                    <C>              <C>
Alan H. Weingarten(4)                                  17,500           1.5%
c/o Alan H. Weingarten & Associates, Inc.
21759 Club Villa Terrace
Boca Raton, Florida  33433

All officers and directors as a group (6               75,062            6.3%
persons)(5)
----------
* Less than 1%.
</TABLE>

(1) Unless otherwise indicated, each person listed above has sole voting power
and sole investment power with respect to the shares owned by such person.

(2) Includes (a) 23,000 shares held by WBT Holding Co., Inc., an entity
controlled by Mr. Tanner; (b) 11,500 shares held by Mr. Tanner as custodian for
Weatherly Blake, Mr. Tanner's son; (c) 4,600 shares held by Mr. Tanner as
custodian for William Taylor Tanner, Mr. Tanner's grandson; (d) 11,500 shares
held by Crystal Tanner, Mr. Tanner's daughter; (e) 11,500 shares held by William
B. Tanner, Jr., Mr. Tanner's son; and (f) 12,000 shares held by WBT Holding Co.,
an entity controlled by Mr. Tanner. Mr. Tanner disclaims beneficial ownership of
all of these shares.

(3) Includes (a) 2,500 shares owned by his minor children; (b) 3,000 shares held
in his profit sharing plan account; (c) 1,000 shares held in his individual
retirement account; and (d) 11,500 shares owned by the Josephthal Profit Sharing
Plan, of which Mr. Purjes has the authority to appoint and discharge its
trustees. Mr. Purjes disclaims beneficial ownership of the shares held by his
minor children and the Josephthal Profit Sharing Plan. Excludes (a) 250,000
shares of Common Stock to be issued to Josephthal if the Proposed Merger is
consummated and (b) shares to be issued to Mr. Purjes in exchange for his
ownership interest in CRP prior to the Proposed Merger. See "Item 12 - Certain
Relationships and Related Transactions."

(4) Includes 10,000 shares which are issuable upon the exercise of outstanding
options.

(5) Includes 60,000 shares which are issuable upon the exercise of outstanding
options.


                                       16

<PAGE>   19

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Alan L. Jacobs, President and Chief Executive Officer of the Company, was
employed by Josephthal from January 1992 to December 1995. In addition, Dan
Purjes, a managing director of Josephthal, is a shareholder of the Company and
an executive officer, director and principal shareholder of Josephthal Holdings,
Inc., the parent company of Josephthal. The Company and Josephthal were parties
to a financial consulting agreement dated March 2, 1993 pursuant to which the
Company paid Josephthal $3,000 a month in consulting fees from March 1993 until
February 1995. The Company paid such monthly fee for services provided by
Josephthal which included advice to, and consulting with, the Company concerning
financial planning, corporate organization and structure, financial matters in
connection with operation of the business of the Company, private and public
equity and debt financing, acquisitions, mergers and other similar business
combinations, and periodic analysis of the Company's financial statements.
Additionally, Alan Jacobs, the Company's President and Chief Executive Officer,
was not compensated directly by the Company for services rendered as an officer
of the Company prior to March 1995. However, Mr. Jacobs was compensated by
Josephthal. The $3,000 monthly fee was consistent with fees that Josephthal
received for providing similar financial consulting services to other small
public entities. In addition, the consulting agreement obligated the Company to
pay Josephthal a contingent transaction fee equal to two percent (2%) of the
amount of any financing or value of any transaction in connection with which
Josephthal, at the written request of the Company, renders advisory services to
the Company, but the source of the financing or transaction is not Josephthal.
The Company also was required to pay Josephthal contingent transaction fees for
financings or transactions introduced to the Company by Josephthal as agreed to
on a transaction-by-transaction basis. The consulting agreement was for a five
year term ending December 31, 1997, except that, after July 1, 1993, the
agreement was subject to termination by either party upon thirty days' prior
written notice. In March 1995, the consulting agreement was terminated by the
Company. In addition, as of March 1995, the Company agreed to pay Mr. Jacobs, as
Chief Executive Officer and President, $3,000 a month. As of January 1996, the
Company has agreed to pay Mr. Jacobs $5,000 per month as Chief Executive and
President of the Company.

     In connection with the Proposed Merger, CRP has retained Josephthal as a
financial consultant pursuant to a financial consulting agreement ("CRP
Consulting Agreement"). In the event the Merger is consummated, Josephthal will
be paid a $50,000 fee and receive 250,000 shares of Common Stock. In addition,
subject to the terms and conditions of the Merger Agreement, Dan Purjes may
individually acquire up to 450,108 shares of Common Stock (or 10% of the total
shares of Common Stock to be issued in the Proposed Merger to all existing CRP
shareholders) in exchange for his 10% ownership interest of CRP's outstanding
capital stock prior to the effective date of the Merger.

     The Company paid Mr. Franklyn Weichselbaum $2,200 per month in consulting
fees from July 1993 until February 1995. The $2,200 per month fee was negotiated
between the Company and Mr. Weichselbaum and was determined by estimating the
amount of time to be provided by Mr. Weichselbaum in connection with his
services as Treasurer and Chief Financial


                                       17

<PAGE>   20



Officer of the Company. In addition, the Company agreed to pay additional fees
to Mr. Weichselbaum for services provided by Mr. Weichselbaum which the Company
believed were not in the ordinary course of business, such as those rendered in
connection with performing due diligence and other consulting services in
connection with the terminated merger. The Company paid Mr. Weichselbaum an
aggregate of $70,000 in 1994 for the consulting services he rendered in
connection with the terminated merger. The amount of this fee was determined
based upon the complexity of work and the amount of time expended by Mr.
Weichselbaum. From March 1995 to December 1995, the Company paid Mr.
Weichselbaum, as Secretary, Treasurer and Chief Financial Officer of the
Company, $2,200 per month. As of January 1996, the Company has agreed to pay Mr.
Weichselbaum, $3,500 per month, as Secretary, Treasurer and Chief Financial
Officer of the Company.


ITEM 13 - EXHIBITS, LISTS AND REPORTS ON FORM 8-K

     (a) The following exhibits are filed herewith:

     2.1 Amended and Restated Agreement and Plan of Merger and Reorganization,
dated as of March 26, 1997, by and among the registrant, CRP Acquisition Corp.
and Clean Room Products, Inc.

     3.1 Amended and Restated Articles of Incorporation of the registrant;
incorporated by reference to Exhibit 28.0 of the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1989 (the "1989 10-K").

     3.2 Bylaws of the registrant; incorporated by reference to the Registration
Statement on Form S-18 (No. 33-12232-A) filed with the Securities and Exchange
Commission on February 23, 1987 under the name U.S. Tech, Inc. (the "S-18
Registration Statement").

     3.3 Amended Bylaws of the registrant; incorporated by reference to the
Registration Statement on Form 8-A filed with the Securities and Exchange
Commission on March 7, 1988 under the name Mariner Capital Corporation (the "8-A
Registration Statement").

     3.4 Amendment to Bylaws of the registrant; incorporated by reference to
Exhibit 2.2 of the Registration Statement on Form N-2 (No. 33-27005) filed with
the Securities and Exchange Commission on February 13, 1989 under the name
Mariner Capital Corporation (the "N-2 Registration Statement").

     3.5 Amendment to Bylaws of the registrant; incorporated by reference to
Exhibit 3.6 of the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1988, filed under the name of Mariner Capital Corporation
(the "1988 10-K").

     3.6 Amendment to Bylaws of the registrant dated June 3, 1993; incorporated
by reference to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1992 (the "1992 10-K").



                                       18

<PAGE>   21



     3.7 Warrant Agreement dated as of June 9, 1993 between the registrant and
Josephthal Lyon & Ross Incorporated; incorporated by reference to the Company's
Annual Report on Form 10-KSB for the fiscal year ended December 31, 1993 (the
"1993 10-KSB").

     3.8 Warrant Agreement dated as of March 10, 1994 between the registrant and
Josephthal Lyon & Ross Incorporated; incorporated by reference to the Company's
1993 10- KSB.

     3.9 Amended Bylaws of the registrant, as amended January 6, 1995;
incorporated by reference to Exhibit 3.9 of the Company's Annual Report on Form
10-KSB for the fiscal year ended December 31, 1994 (the "1994 10-KSB").

     4.0 Form of Common Stock Certificate; incorporated by reference to Exhibit
4 of the N-2 Registration Statement.

     4.1 Form of Convertible Note; incorporated by reference to Exhibit 4.1 of
the N-2 Registration Statement.

     4.2 Form of Trust Indenture; incorporated by reference to Exhibit 5 of N-2
Registration Statement.

     4.3 $200,000 Note Payable due November 25, 1995 to Bank of New England,
N.A.; incorporated by reference to Exhibit 4.3 of the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1990 (the "1990 10-K").

     10.0 Amended and Restated 1988 Stock Option Plan; incorporated by
reference to Exhibit 10.2 of the 1990 10-K.

     10.1 Employment Agreement (Gary O. Marino); incorporated by reference to
Exhibit 10.10 of the N-2 Registration Statement.*

     10.2 Huron Transportation Group, Inc. Shareholders' Agreement; incorporated
by reference to Exhibit 10.8 of the 1988 10-K.

     10.3 Huron Transportation Group, Inc. Executive Management Agreement;
incorporated by reference to Exhibit 10.9 of the 1988 10-K.

     10.4 Guaranty of the Company to First of America Bank - Frankenmuth dated
February 17, 1989 regarding HERC indebtedness; incorporated by reference to
Exhibit 10.8 of the 1989 10-K.

     10.5 Unconditional and Irrevocable Guaranty of the Company to the Bank of
New England, N.A. dated November 30, 1990 regarding Joint Venture indebtedness;
incorporated by reference to Exhibit 10.10 of the 1990 10-K.


                                       19

<PAGE>   22


     10.6 Amended and Restated Indemnity and Stock Exchange Agreement dated
December 18, 1990 between the Company and Gary O. Marino; incorporated by
reference to Exhibit 10.6 of the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1991 (the "1991 10-K").

     10.7 Employment Agreement, dated July 1, 1992, between the Company and Gary
O. Marino*; incorporated by reference to the Company's 1992 10-K.

     10.8 Employment Agreement, dated July 1, 1992, between the Company and
Donald D. Redfearn*; incorporated by reference to the Company's 1992 10-K.

     10.9 Employment Agreement, dated July 1, 1992, between the registrant and
Irwin J. Newman*; incorporated by reference to the Company's 1992 10-K.

     10.10 Financial Consulting Agreement, dated March 2, 1993, between the
Company and Josephthal Lyon and Ross Incorporated; incorporated by reference to
the Company's 1992 10-K.

     10.11 Financial Consulting Agreement, dated July 10, 1992, between the
Company and Stenton Leigh Capital Corp.; incorporated by reference to the
Company's 1992 10-K.

     10.12 Stock Purchase Agreement, dated July 30, 1992, between Business Forms
Investments, Inc. and the Company; incorporated by reference to Exhibit No. 2 to
the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1992.

     10.13 1992 Executive Officer Supplemental Compensation Plan; incorporated
by reference to the Company's 1992 10-K.*

     10.14 Termination Agreement, dated November 2, 1993, between the registrant
and Gary O. Marino; incorporated by reference to the Company's 1993 10-KSB.

     10.15 Termination Agreement, dated October 8, 1993, between the registrant
and Donald D. Redfearn; incorporated by reference to the Company's 1993 10-KSB.

     10.16 Termination Agreement, dated October 19, 1993, between the registrant
and Irwin J. Newman; incorporated by reference to the Company's 1993 10-KSB.

     10.17 Loan Agreement between the Company and Weitzer Financial Inc. dated
June 30, 1994; incorporated by reference to Exhibit 10.17 of the Company's 1994
10-KSB.

     10.18 Promissory Note of Weitzer Financial Inc. dated June 30, 1994 in the
original principal amount of $500,000; incorporated by reference to Exhibit
10.18 of the Company's 1994 10-KSB.

     10.19 Option Agreement, dated as of January 11, 1996, between the Company
and Alan L. Jacobs.


                                       20

<PAGE>   23



     10.20 Option Agreement, dated as of January 11, 1996, between the Company
and Robert H. Arnold.

     10.21 Option Agreement, dated as of January 11, 1996, between the Company
and Ronald L. Miller.

     10.22 Option Agreement, dated as of January 11, 1996, between the Company
and C. Lawrence Rutstein.

     10.23 Option Agreement, dated as of January 11, 1996, between the Company
and Alan H. Weingarten.

     10.24 Option Agreement, dated as of January 11, 1996, between the Company
and Franklyn B. Weichselbaum.

     10.25 Promissory Note of Clean Room Products, Inc., dated December 12,
1996, in the original principal amount of $350,000.

     21.1 Subsidiaries of the registrant.

     22.1 Proxy Statement for Special Meeting of shareholders on February 10,
1995; incorporated by reference to Exhibit 22.1 of the Company's 1994 10-KSB.

     22.2 Proxy Statement for Special Meeting of shareholders in lieu of the
Annual Meeting on December 15, 1995; incorporated by reference to Exhibit 22.2
of the Company's 1995 10-KSB.

     22.3 Proxy Statement for Special Meeting of shareholders on February 29,
1996; incorporated by reference to Exhibit 22.3 of the Company's 1995 10-KSB.

     24.1 Power of Attorney, located on page 24 of this Annual Report on Form
10-KSB for the fiscal year ended December 31, 1996.

     27.4 Financial Data Schedule for the fiscal year ended December 31, 1996.

     99 Consent Order for Preliminary Injunction and Other Ancillary Relief
dated September 6, 1994; incorporated by reference to Exhibit No. 99 to the
Company's report on Form 8-K filed with the Securities and Exchange Commission
on September 20, 1994.

     99.1 Order granting Receiver's Motion to Approve Status Report, Approve
Election of Board of Directors, Approve Payment of Certain Fees and Expenses and
Approve Dismissal and Discharge of Receiver dated March 14, 1995; incorporated
by reference to Exhibit 99.1 to the Company's report on Form 8-K filed with the
Securities and Exchange Commission on March 24, 1995.



                                       21

<PAGE>   24



     99.2 Status Report of Daniel H. Aronson, Receiver, dated February 27, 1995;
incorporated by reference to Exhibit 99.2 to the Company's report on Form 8-K
filed with the Securities and Exchange Commission on March 24, 1995.

     99.3 Notification of Withdrawal of Election to be subject to Sections 55
through 65 of the Investment Company Act of 1940 filed pursuant to Section 54(c)
of the Investment Company Act of 1940.


----------
* Executive Compensation Plan or Arrangement

     (b) No reports on Form 8-K were filed during the last quarter of 1996.



                                       22

<PAGE>   25



                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has caused this Report to be
signed on its behalf by the undersigned, thereunto duly authorized on March 26,
1997.

                                   BOCA RATON CAPITAL CORPORATION


                                       By: /s/Alan L. Jacobs
                                           -------------------------------------
                                           Alan L. Jacobs
                                           President and Chief Executive Officer


<PAGE>   26



     The undersigned directors and officers of Boca Raton Capital Corporation
hereby constitute and appoint Alan L. Jacobs and Franklyn B. Weichselbaum and
each of them, with full power to act without the other and with full power of
substitution and resubstitution, our true and lawful attorneys-in-fact with full
power to execute in our name and behalf in the capacities indicated below this
Annual Report on Form 10-KSB and any and all amendments thereto and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission and hereby ratify and confirm all
that such attorneys-in-fact, or any of them, or their substitutes shall lawfully
do or cause to be done by virtue hereof.

     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 March 26, 1997.

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

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


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


/s/Robert H. Arnold                     Director
----------------------------
Robert H. Arnold


/s/Ronald L. Miller                     Director
----------------------------
Ronald L. Miller


/s/C. Lawrence Rutstein                 Director
----------------------------
C. Lawrence Rutstein


/s/Alan H. Weingarten                   Director
----------------------------
Alan H. Weingarten



<PAGE>   27





                BOCA RATON CAPITAL CORPORATION AND SUBSIDIARIES

                    REPORT ON AUDITS OF FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
<PAGE>   28


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>   29

[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





                                      F-1
<PAGE>   30
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>   31
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>   32
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>   33
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>   34
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>   35
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>   36
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>   37
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>   38
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.

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>   39
BOCA RATON CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued


9.       LEGAL PROCEEDINGS:

         In January 1997, the Company was notified of potential alleged damages
         in connection with unspecified claims relating to previously
         terminated merger proceedings.  As of the date hereof, to the best of
         the Company's knowledge, legal proceedings have not commenced.  In the
         event of legal actions relating to such matters, the Company intends
         to vigorously defend its rights against any alleged claims.





                                      F-11
<PAGE>   40


                                  EXHIBIT INDEX

Exhibit
-------


2.1       Amended and Restated Agreement and Plan of Merger and Reorganization,
          dated as of March 26, 1997, by and among the registrant, CRP
          Acquisition Corp. and Clean Room Products, Inc.

10.25     Promissory Note of Clean Room Products, Inc., dated December 12, 1996,
          in the original principal amount of $350,000.

21.1      Subsidiaries of the registrant.

24.1      Power of Attorney, located on page 24 of this Annual Report on Form
          10-KSB for the fiscal year ended December 31, 1996.

27.4      Financial Data Schedules for the fiscal year ended December 31 1996.