<PAGE>
--------------------------------------------------------------------------------
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                  FORM 10-KSB

              [Mark One)

              [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                  OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)

                   FOR THE FISCAL YEAR ENDED OCTOBER 31, 1995

                                       OR

              [   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                  OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

          FOR THE TRANSITION PERIOD FROM              TO

                         COMMISSION FILE NUMBER 0-2401

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

                                  WILTEK, INC.
                 (Name of small business issuer in its charter)

<TABLE>
<S>                                               <C>
                  CONNECTICUT                                        06-0625999
        (State or other jurisdiction of                           (I.R.S. Employer
         incorporation or organization)                         Identification No.)

         542 WESTPORT AVE, NORWALK, CT                                 06851
    (Address of principal executive offices)                         (Zip code)
</TABLE>

       Registrant's telephone number, including area code: (203) 853-7400
          Securities registered pursuant to Section 12(b) of the Act:

<TABLE>
<S>                                               <C>
              TITLE OF EACH CLASS                    NAME OF EACH EXCHANGE ON WHICH REGISTERED
                      None                                              None
</TABLE>

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

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

                           Common Stock, no par value
                                (Title of class)
                           --------------------------

    Check  whether the  issuer (1)  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 Registrant 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  is not  contained in  this form,  and no  disclosure will be
contained, to  the  best  of  registrant's knowledge.  In  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. (  )

    The issuer's revenue for its most recent fiscal year was $4,931,100

    The  aggregate market value of the voting stock held by nonaffiliates of the
registrant as of December 19, 1995 was $1,177,400

THE ISSUER WAS NOT INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS

    As of January 16, 1996, there were 3,637,258 shares of Common Stock, No  Par
Value outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

    Information  with respect to Directors, Management Remuneration and Security
Ownership of  Certain Beneficial  Owners  and Management  are contained  in  the
Company's  Proxy  Statement  for the  1996  Annual Meeting  of  Stockholders and
incorporated by reference in Part III.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
                                  WILTEK, INC.

                                  FORM 10-KSB

                                     PART I

ITEM 1. BUSINESS
    GENERAL

    Wiltek,  Inc., (Wiltek or the "company"), is a Connecticut corporation which
was organized  in 1947.  The  company's principal  offices  are located  at  542
Westport  Avenue,  Norwalk,  CT  06851.  Wiltek  (UK)  Ltd.  is  a  wholly owned
subsidiary which was organized in England in 1983 to provide Wiltek services  to
international  users.  Wiltek (UK)  Ltd. is  located at  2 Apple  Walk, Swindon,
England.

    Wiltek provides  outsourcing connectivity  services to  companies  migrating
between  or  co-existing  with multiple  disparate  messaging  platforms. Wiltek
performs all  design  required  for  the implementation  and  operation  of  its
worldwide  message  and  data  communication  services.  These  services  enable
Wiltek's customers to  seamlessly communicate, with  electronic mail, among  all
intra-  and inter-company messaging systems both  private and public. All issues
of  incompatible  applications,  systems,  platforms,  networks,  protocols  and
formats  are  eliminated for  Wiltek's  customers and  their  respective trading
partners.

    Another feature provided to Wiltek's customers is directory synchronization.
Wiltek's directory synchronization services enable customers' multiple  internal
messaging  systems to have all user address information presented in a complete,
native format to  all participating  systems. This service  feature also  allows
external trading partner systems to participate in the directory synchronization
process.

    In  addition  to the  communication  and directory  synchronization services
described above, Wiltek has also  developed a consulting and system  integration
organization.  This unit  is chartered  to assist  customers in  the movement to
Microsoft's-Registered Trademark- LAN based  electronic messaging and  workgroup
systems.  Wiltek is focusing on accounts that require assistance in the planning
for, and  implementation  of, Microsoft  Mail-Registered  Trademark-,  Microsoft
Exchange-Registered  Trademark-  and  Windows  NT  Server-Registered Trademark-.
Wiltek is a Microsoft Solution Provider and is firmly committed to the Microsoft
BackOffice-Registered Trademark- product line.

    Wiltek has developed a range of services which allowed customers to:

    1. Connect dissimilar computer  based electronic  mail systems  such as  IBM
       PROFS-Registered Trademark-, Digital Equipment
       All-In-One-Registered Trademark-, Microsoft Mail, Lotus
       Notes-Registered Trademark- and cc:Mail-Registered Trademark-. Generally,
       these  systems operate within different divisions  of the same company or
       in the customers' trading partner facilities.

    2. Communicate with public E-Mail services (AT&T Mail-Registered Trademark-,
       MCI Mail-Registered Trademark-, Advantis-Registered Trademark-  (IBMMail,
       etc.),  the Internet and X.400 services  to allow users of host-based and
       client/server systems to  correspond with E-Mail  users outside of  their
       company.

    3. Access facsimile and telex devices located throughout the world.

    WILTEK'S MARKET

    The market for Wiltek's electronic mail connectivity services is a result of
the explosive growth in the installation of E-Mail systems throughout the world.
In  its broadest  sense, electronic  mail or  messaging includes  the electronic
communication  between  individuals  who  use  mainframe  computers,   mid-range
systems,  client/server platforms,  personal computers,  public electronic mail,
facsimile or telex  machines to  send and/or receive  information. Although  the
primary  information type  communicated via electronic  mail is  text created by
individuals, more  and more  frequently it  includes attached  files created  by
computer   based   applications   such  as   spreadsheets,   database  segments,

                                       2
<PAGE>
executable code, video clips or formatted documents such as purchase orders. The
worldwide installed base of computer based E-Mail users (mailboxes) is estimated
to be 34,950,000 in 1993 and is projected to grow to 96,000,000 users by the end
of 1997 (International Data Corporation, 1993).

    The other important component of Wiltek's market is the need to collect text
from E-Mail users or from computer based data files and deliver this information
to facsimile machines. This  market (sometimes referred  to as "text-to-fax"  or
"host computer-to-fax) has grown dramatically with the worldwide installation of
more than 20,000,000 facsimile machines in the last decade.

    The  growth  in  the  installation  base  of  E-Mail  systems  and facsimile
terminals represents  a  significant opportunity  for  providers of  gateway  or
connectivity  software and services.  Every time an  E-Mail document or attached
file needs to move from  one type of system to  a different system, computer  or
device it will require some or all of the following translations:

     - Protocol  conversion to change the transmission  method, e.g. from an IBM
       SNA protocol to an X.25 protocol.

     - Format conversion to accommodate the different structures of each  E-Mail
       system, e.g. IBM PROFS to Microsoft Mail.

     - Transmission  speed  conversion because  the  sending systems  operate at
       different transmission speeds than the receiving devices.

     - Code conversion to convert  from one encoding  standard to another,  e.g.
       ASCII to EBCDIC.

     - Address  translation to transform an individual  ID or name on one system
       to a  different ID  on another  system.  For example,  a user's  name  on
       Microsoft  Mail might be "Jay  W. Fitzpatrick" but on  a PROFS system the
       name is limited to 8 characters and therefore might be "JWFITZFP."

    Organizations who use electronic mail have the option of buying hardware and
software which they install and operate or to connect their different systems to
a service provider  like Wiltek  to perform  the functions  outlined above.  The
magnitude  of  the market  for these  connectivity capabilities  has grown  as a
result of the following factors:

    1. The increased size of the E-Mail and fax installed base.

    2. The number  of companies  using  E-Mail is  no  longer limited  to  large
       corporations.

    3. The growing number of different types of E-Mail systems.

    4. Corporations  are moving from  large, mainframe based  computers to PC's,
       LANs, and client/ server platforms.

    5. The need to synchronize directories of users among dissimilar systems has
       been more clearly recognized.

    6. The use of E-Mail has grown  from an intra-enterprise application to  one
       that  crosses company boundaries to  trading partners, i.e. suppliers and
       customers.

    MARKETING STRATEGY AND TARGET CUSTOMERS

    The company has traditionally  targeted large multi-national companies  that
are  likely  to have  dissimilar computer  systems  in multiple  locations. Such
companies have been plagued with inter-divisional communication problems because
their computer strategies in the previous decade often differed from division to
division, resulting  in computer  systems  that need  to communicate  with  each
other. Wiltek's customer list contains over 35 large corporations, a majority of
whom are Fortune 500 companies.

    As  a result of the development by  Wiltek of LAN connectivity and Directory
Synchronization services,  as well  as Microsoft  BackOffice related  consulting
services, the company's potential market

                                       3
<PAGE>
is  expanding. Large corporations who are  migrating from mainframe computers to
LAN based systems need significantly more connectivity between the older  legacy
systems  and  the new  LAN  E-Mail systems.  To  facilitate the  transmission of
messages between those disparate E-Mail  systems, users are requiring  directory
services  which incorporate the addresses of all of the users on other computers
into their  individual  local  directories. This  process,  known  as  Directory
Synchronization  is provided by Wiltek. In  addition, the lower cost of hardware
and software for LAN E-Mail has broadened  the base of E-Mail users from  large,
international  corporations  (typically the  top 1,000  companies), to  the much
larger market represented  by mid-size  and small companies.  The downsizing  of
staff  in  large  organizations  and  the  relatively  unsophisticated technical
capabilities of smaller companies also  enhances the attractiveness of using  an
outsourcing  service  like  Wiltek  rather  than  an  in-house hardware/software
solution.

    As an outgrowth of Wiltek's ability to connect to various computer  systems,
the company recognized the need to offer computer to facsimile services. For its
facsimile  services,  Wiltek has  targeted customers  who  have high  volume (in
excess of 10,000 pages per month)  fax delivery requirements. Examples of  users
of  these services are a food manufacturer who sends shipping acknowledgments to
its customers and a steel company who transmits price quotes to its customers.

    NEW SERVICES AND PRODUCTS

    Wiltek's research and development  activities are directed toward  enhancing
existing   services  and   creating  new   services  to   meet  customers'  data
communication needs. The company's  research and development primarily  involves
the  creation  of computer  software and  the  customization and  integration of
purchased software. The company's efforts are generally customer driven. As  new
requirements  arise, Wiltek develops new software or adapts existing software to
provide a solution.

    The company has recently installed new LAN and PC communications software to
provide increased service capability to  the rapidly growing LAN E-Mail  segment
of  the market. In addition,  the company has installed  UNIX based hardware and
software that enables it to provide X.500 Directory Services to its customers.

    Wiltek presently  has  Microsoft  Certified  Professionals  (MCP)  on  staff
certified  in  Windows NT  Server, Windows  NT  Workstation, Microsoft  Mail and
Windows  for   Workgroups-Registered  Trademark-.   Additional  personnel   have
significant  experience in Microsoft Exchange. Wiltek's MCPs are located in both
the U. S. and U. K. These individuals provide Wiltek's consulting customers with
Microsoft   BackOffice   assistance.   Wiltek   concentrates   efforts   towards
infrastructure  and application design  and development within  the Microsoft NT
Server, Exchange  and  Mail  environments. Application  work  includes  software
development  (utilizing Visual  languages) to address  application migration and
workflow automation within large organizations.

<TABLE>
<CAPTION>
                                                                     YEAR ENDED OCTOBER 31,
                                                                     ----------------------
                                                                        1995        1994
                                                                     ----------  ----------
<S>                                                                  <C>         <C>
                                                                        (IN THOUSANDS OF
                                                                            DOLLARS)
Communication Services.............................................  $  4,931.1  $  4,637.9
</TABLE>

    Communications Services revenue increased by  6.3% in the fiscal year  ended
October  31, 1995, an improved economic  environment and new consulting services
resulted in increased  revenue. Customers  are charged a  flat fee  and/or on  a
usage sensitive basis, depending on the customer's contract.

    MAJOR CUSTOMERS

    During  the fiscal year ended October  31, 1995, three customers, Ford Motor
Company, Sea-Land Service, Inc. and Advantis, each accounted for 10% or more  of
the  company's  total revenues.  These customers  represented  41% of  the total
revenues in 1995. The  company is dependent upon  these three customers and  the
loss  of any  one of the  customers could  adversely effect the  business of the
company. In fiscal  year 1994  three customers each  accounted for  over 10%  of
total revenues. These customers were Ford Motor Company, Sea-Land Service, Inc.,
and FX Concepts, Inc., representing 48% of the company's total revenues.

                                       4
<PAGE>
    FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALES

    The  company began foreign operations in 1983 in England to provide services
to its customers  outside of the  United States. Operations  outside the  United
States are subject to the usual risks and limitations attendant upon investments
in  foreign countries, such as fluctuations in currency values, exchange control
regulations, wage and price controls, employment regulations, effects of foreign
investment laws and other domestic  and foreign governmental policies  affecting
United  States companies doing business abroad. The company does not engage in a
formal risk  management  program  with respect  to  foreign  currency  exposure.
Typically  the company maintains  cash balances in  UK banks to  provide for the
working capital requirements  of Wiltek  (UK) Ltd. As  of October  31, 1995  and
October  31, 1994 these  deposits amount to  $112,000 and $113,400 respectively.
The company receives  a portion  of its  revenue from  foreign revenue  sources,
incurs  service costs in England,  denominated in UK pounds,  and has assets and
liabilities in  the UK.  These factors  give rise  to currency  risks which  are
dependent  upon the fluctuation in  exchange rates between the  US dollar and UK
pound. Wiltek  does not  use  derivative instruments  to  hedge this  risk.  All
currency figures are expressed in US dollars.

    Information about the company's operation in different geographical areas:

<TABLE>
<CAPTION>
                                                                           YEAR ENDED OCTOBER 31
                                                                     ----------------------------------
                                                                                   UNITED
                                                                      DOMESTIC    KINGDOM      TOTAL
                                                                     ----------  ----------  ----------
                                                                         (IN THOUSANDS OF DOLLARS)
<S>                                                                  <C>         <C>         <C>
1995
-------------------------------------------------------------------
Revenues...........................................................  $  3,805.4  $  1,125.7  $  4,931.1
Net Loss...........................................................  $   (796.6) $    (73.4) $   (870.0)
Identifiable Assets................................................  $  1,215.2  $    513.8  $  1,729.0

1994
-------------------------------------------------------------------
Revenues...........................................................  $  3,382.9  $  1,255.0  $  4,637.9
Net Loss...........................................................  $   (531.7) $    (15.2) $   (546.9)
Identifiable Assets................................................  $  1,839.3  $    519.7  $  2,359.0
</TABLE>

    Included in the above are U.S. management costs allocated to U.K. operations
and net interest expense charged to Wiltek (U.K.) Ltd. in the amount of $231,100
in 1995 and $291,100 in 1994.

    NET SALES BACKLOG

    The  company believes that  sales backlog is not  a meaningful indication of
future revenue because most of its revenue is derived from short-term  contracts
for  communications services and services are generally initiated within 90 days
of receipt of an order.

    EMPLOYEES

    The company  and its  subsidiary Wiltek  (U.K.) Ltd.  employed 32  full-time
employees as of October 31, 1995.

    COMPETITION

    The office automation and communications field in which the company operates
is  highly competitive and  characterized by rapid  changes due to technological
improvements and  developments. Both  low-cost  commodity and  high-cost  custom
providers  of  services exist  within the  company's marketplace.  Major service
competitors include  CDS-Registered Trademark-,  AT&T-Registered Trademark-  and
Sprint-Registered  Trademark-. Consulting competitors are ill-defined due to the
infancy of the  Microsoft BackOffice-Registered Trademark-  product line from  a
corporate acceptance and implementation standpoint. Despite the competition, the
company  believes that  its high  level of  capability in  software development,
network management and cost effectiveness make it competitive in the industry.

                                       5
<PAGE>
    RESEARCH AND DEVELOPMENT

    The company's  research  and  development  activities  are  directed  toward
enhancing  existing  services and  creating  new services,  including consulting
services  for  networking  and  workflow  automation  to  meet  customers'  data
communication needs. During fiscal years 1995 and 1994 Wiltek spent $467,400 and
$579,400, respectively, on research and software development.

ITEM 2. PROPERTIES

    The  company occupies  a portion of  a three-story building  at 542 Westport
Avenue, Norwalk, Connecticut, as  a tenant under a  lease expiring December  31,
1999. The space consists of approximately 15,000 square feet and is utilized for
offices   and  a   computer  center.   Additionally,  the   company  is  leasing
approximately 3,500  square  feet in  Swindon,  England for  the  Wiltek  (U.K.)
computer center under a lease which expires February 1, 1997.

ITEM 3. LEGAL PROCEEDINGS

    The company is not involved in any material pending legal proceedings.

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

    There  were no matters  submitted to a  vote of security  holders during the
fourth  quarter  of  the  fiscal  year  covered  by  this  report  through   the
solicitation of proxies or otherwise.

                                       6
<PAGE>
                                    PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS

    (a) The following table shows the range of closing bid prices for the Common
Stock,  in the  over-the-counter market  for the  fiscal quarters  indicated, as
reported by  NASDAQ. The  quotations represent  prices in  the  over-the-counter
market  between dealers in securities, do not include retail markup, markdown or
commission and do not necessarily represent actual transactions:
<TABLE>
<CAPTION>
                                                                                      BID PRICES
                                                                                 --------------------
1995                                                                               HIGH        LOW
-------------------------------------------------------------------------------  ---------  ---------
<S>                                                                              <C>        <C>
First Quarter..................................................................       5/16        1/4
Second Quarter.................................................................        1/4       3/16
Third Quarter..................................................................        1/8        1/8
Fourth Quarter.................................................................       7/16        3/8

<CAPTION>

1994                                                                               HIGH        LOW
-------------------------------------------------------------------------------  ---------  ---------
<S>                                                                              <C>        <C>
First Quarter..................................................................       7/16        1/3
Second Quarter.................................................................       7/16       3/16
Third Quarter..................................................................       7/16       3/16
Fourth Quarter.................................................................       7/16       3/16
</TABLE>

    (b) Approximate number of equity security holders:

<TABLE>
<CAPTION>
                                                                          APPROXIMATE NUMBER OF
                                                                          RECORD HOLDERS (AS OF
TITLE OF CLASS                                                              JANUARY 16, 1996)
----------------------------------------------------------------------  -------------------------
<S>                                                                     <C>
Common Stock, No Par Value............................................                772
</TABLE>

    (c) Dividends

    The company has not paid cash dividends on its Common Stock. The payment  of
dividends is at the discretion of Wiltek's Board of Directors. The company plans
to  reinvest its cash  flow in its  business and does  not anticipate payment of
cash dividends in the foreseeable future.

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

    The following table sets forth for the periods indicated (i) percentages  of
certain  items to net revenue  of the company and  (ii) the percentage increases
(decreases) of such items as compared to the prior period:

<TABLE>
<CAPTION>
                                                                           RELATIONSHIP TO
                                                                            TOTAL REVENUES      PERIOD TO PERIOD
                                                                          YEAR ENDED OCTOBER   INCREASE (DECREASE)
                                                                                 31,               YEARS ENDED
                                                                         --------------------  -------------------
                                                                           1995       1994           1994-95
                                                                         ---------  ---------  -------------------
<S>                                                                      <C>        <C>        <C>
Net Revenues:
  Communication Services...............................................      100.0%     100.0%            6.3%
Cost of Services.......................................................       57.3       61.4             (.6)
                                                                         ---------  ---------
Gross Margin...........................................................       42.7       38.6            17.4
Selling, General and Administrative Expenses...........................       36.8       38.2             2.5
Research and Development...............................................        9.5       12.5           (19.3)
Interest and Dividend Income, Net......................................        (.1)       (.4)          (79.6)
Other Expense (Income).................................................                    .1
Loss on Sale of Equipment..............................................       11.0
Restructuring Expenses.................................................        3.1
                                                                         ---------  ---------
  Net Loss.............................................................      (17.6)%     (11.8)%           59.1%
                                                                         ---------  ---------           -----
                                                                         ---------  ---------           -----
</TABLE>

                                       7
<PAGE>
    NET REVENUES

    Communication services increased by 6.3% versus 1.5% for the same period  in
1994.  This growth in revenue is due to the addition of new customers during the
year and new revenue from consulting services.

    COST OF SERVICES AND GROSS PROFIT MARGINS

    The gross profit margin for Communication Services increased by 17.4% in the
current fiscal year when compared to last year. The increase in profit margin is
primarily due  to  higher revenues  and  lower  salary and  benefits  costs  and
depreciation expense.

    SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

    The  company's sales, general and  administrative expenses amounted to 36.8%
of total revenues during 1995 as compared  to 38.2% during the same period  last
year.  These percentages are  higher than that  of other large  companies in the
industry. As revenue grows, the company's goal  will be to bring these costs  in
line with industry standards.

    RESEARCH AND DEVELOPMENT

    Expenditures  for research and development amounted to $467,400 and $579,400
for the  fiscal  years  ended  October 31,  1995  and  1994,  respectively.  The
reduction  in expense for the fiscal year ended  October 31, 1995, is due to the
elimination of one executive position resulting in a savings of 19.3%.

    INTEREST AND DIVIDEND INCOME

    Interest and dividend income was $3,800 in fiscal 1995 and $18,600 in fiscal
1994. Lower amounts invested for the  period resulted in a decrease in  interest
income of 79.6%.

    LOSS ON SALE OF EQUIPMENT

    A  loss  on the  sale  of equipment  in  a sale  and  lease-back transaction
resulted in a loss  of $552,300 which  was partially offset by  a gain from  the
sale of a vehicle of $800.

    RESTRUCTURING EXPENSE

    In  accordance with a restructuring plan implemented in April 1995, $227,800
was accrued  for  severance  pay  and related  employee  benefits,  $76,600  was
reversed  in the fourth  quarter due to  an officer accepting  a new position in
lieu of retiring. $73,100 in payments have been made from this amount during the
reporting period.

    LIQUIDITY AND CASH FLOW

    Cash and cash equivalents  as of October 31  are presented in the  following
table:

<TABLE>
<CAPTION>
                                                                         1995         1994
                                                                      -----------  -----------
<S>                                                                   <C>          <C>
Cash in banks.......................................................  $   134,400  $   332,000
Bank money market funds.............................................      309,800       80,300
                                                                      -----------  -----------
                                                                      $   444,200  $   412,300
                                                                      -----------  -----------
                                                                      -----------  -----------
</TABLE>

    Cash  and cash equivalents increased by $31,900 during fiscal 1995. The sale
of short-term investments of $141,100, sale of fixed assets of $167,500, capital
lease obligation of $158,200  and increased payables  of $86,700 were  partially
offset by new computer purchases of $454,700 and payments under lease obligation
of  $39,600. (See  Note 11 to  consolidated financial statements  for more about
liquidity matters).

    During fiscal 1994 cash  and cash equivalents decreased  by $503,400. A  net
loss  of  $546,900  was partially  offset  by $406,000  in  depreciation expense
included in  that loss.  Capital expenditures  of $182,900  and an  increase  in
accounts receivable of $219,800 were the main causes of the decrease in cash.

                                       8
<PAGE>
    The company currently has $3,460,600 in net operating loss carryforwards for
U.S.  tax  purposes which  will  begin to  expire  in 1997.  See  note 8  to the
Consolidated Financial Statements for additional details. Wiltek (U.K.) Ltd. has
a tax loss carryforward of $842,600.

    Capital expenditures in  fiscal 1995 were  primarily for computer  equipment
($454,700).  In fiscal year 1994 computer  equipment was purchased for $154,300.
Other equipment expenditures totalled $28,600.

    Anticipated capital expenditures in 1996 will be approximately $262,000.  We
expect that existing cash resources will meet these capital requirements.

    The  company has entered into a capital lease obligation arising from a sale
and lease-back transaction.  The company  received net proceeds  of $153,500  in
exchange  for fixed assets with  a net book value of  $705,800. The lease is for
two years, ending April, 1997.

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

    See the Consolidated Financial Statements annexed hereto and Item 6 above.

ITEM 8.  DISAGREEMENT ON ACCOUNTING AND FINANCIAL DISCLOSURE

    During the year  ended October  31, 1995,  or the  twenty-four month  period
prior   thereto,  there  were  no  disagreements  on  accounting  and  financial
disclosure practices.

                                       9
<PAGE>
                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

    (a)Identification of directors

    Information with  respect to  the directors  is contained  in the  company's
proxy  statement for the 1996 Annual Meeting of Shareholders and is incorporated
herein by reference pursuant to General Instruction G(3).

    (b)Identification of executive officers

    The names, ages and positions of  all executive officers of the company  are
listed  below along with  a brief description of  their business experience. All
officers are appointed by the Board annually to serve for the ensuing year.

<TABLE>
<CAPTION>
          NAME                 AGE           POSITIONS AND OFFICES
-------------------------      ---      --------------------------------
<S>                        <C>          <C>
Jay W. Fitzpatrick                 54   Chairman
David S. Teitelman                 39   President
Boris Frenkiel                     56   Vice President & Secretary
F. Spencer Pooley, Jr.             55   Vice President
</TABLE>

    Mr. Fitzpatrick came to the company  as Treasurer from Exxon Corporation  in
1969  and was elected  to the additional  offices of Secretary  in 1970 and Vice
President in 1971. He was elected President, Treasurer and Director in 1983  and
Chairman of the Board in 1994. Effective March 7, 1995, Mr. Fitzpatrick resigned
his  positions of President, CEO and  Treasurer for medical reasons and retained
his position as Chairman of the Board of Directors.

    Mr. Teitelman  came to  the  company in  1982 and  served  in a  variety  of
positions including software engineering, operations and systems engineering. He
became  Director of Marketing and Systems Engineering  in 1994. On April 1, 1995
he was selected to become President and CEO of the company.

    Mr. Frenkiel rejoined Wiltek as Vice President of Operations in 1983 after a
five year period during which  time he was a  Vice President of General  DataCom
and  National CSS  corporations. Prior  to that he  was Vice  President of Field
Services for Wiltek from 1973 until 1978 and Vice President of Engineering  from
1970 to 1973. He was appointed to Wiltek's Board of Directors in 1994.

    Mr.  Pooley has  been a  Vice President  of the  company since  1970. He was
employed by  AT&T Bell  Laboratories from  1964  to 1969.  He was  appointed  to
Wiltek's Board of Directors in 1994.

ITEM 10.  MANAGEMENT REMUNERATION AND TRANSACTIONS

    The  information required by  this item is contained  in the company's proxy
statement for the 1996 Annual Meeting of Shareholders and is incorporated herein
by reference pursuant to General Instruction G(3).

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    The information required by  this item is contained  in the company's  proxy
statement for the 1996 Annual Meeting of Shareholders and is incorporated herein
by reference pursuant to General Instruction G(3).

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    Not applicable.

                                       10
<PAGE>
                                    PART IV

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

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

       (1) Financial Statements

               The  consolidated  financial  statements filed  as  part  of this
               report are as listed in the Index to Financial Statements on page
               13 which immediately precedes such statements.

       (2) Exhibits

               A list of  the exhibits required  by Item 601  of Regulation  S-K
               filed  as  part of  this  report is  set  forth in  the  Index to
               Exhibits on page 25, which immediately precedes such exhibits and
               is incorporated herein by reference.

    (b)Reports on Form 8-K

    Form 8-K was filed  on March 8,  1995 reporting that  J. W. Fitzpatrick  has
left his position as President and Treasurer of the company for medical reasons.
He  will continue to serve  as Chairman of the Board  of Directors. On March 30,
1995, an  8K  was  filed reporting  that  David  S. Teitelman  has  assumed  the
positions of President and CEO at Wiltek.

                                       11
<PAGE>
                                   SIGNATURES

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

                                          WILTEK, INC.

                                          By ___________________________________
                                                     David S. Teitelman
                                                          PRESIDENT
Date: January 25, 1996

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

<TABLE>
<C>                                           <S>                     <C>

       -----------------------------
            Jay W. Fitzpatrick                Chairman                Date: January 25, 1996


       -----------------------------          President and Chief
             David S. Teitelman                Executive Officer      Date: January 25, 1996

                                              Vice President,
       -----------------------------           Director and           Date: January 25, 1996
               Boris Frenkiel                  Secretary

       -----------------------------        Vice President and
             F. Spencer Pooley                 Director               Date: January 25, 1996

       -----------------------------
             Graeme MacLetchie                Director                Date: January 25, 1996
</TABLE>

                                       12
<PAGE>
                                  WILTEK, INC.

                         INDEX TO FINANCIAL STATEMENTS

                  COVERED BY REPORT OF INDEPENDENT ACCOUNTANTS

<TABLE>
<CAPTION>
                                                                                                      PAGE REFERENCE
                                                                                                    -------------------
<S>                                                                                                 <C>
Report of Independent Accountants.................................................................              14
Consolidated Balance Sheet at October 31, 1995....................................................              15
Consolidated Statements of Operations and Deficit for the Years Ended October 31, 1995 and 1994...              16
Consolidated Statements of Cash Flows for the Years Ended October 31, 1995 and 1994...............              17
Notes to the Consolidated Financial Statements....................................................              18
Index to Exhibits.................................................................................              24
</TABLE>

                                       13

<PAGE>
               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors and Shareholders
  Wiltek, Inc.

    We have audited the accompanying consolidated balance sheet of Wiltek,  Inc.
and  Subsidiary  (the  "Company")  as  of  October  31,  1995,  and  the related
consolidated statements of operations and deficit and cash flows for each of the
two years 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 audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence  supporting
the  amounts and disclosures in the financial statements. An audit also includes
assessing the  accounting  principles used  and  significant estimates  made  by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

    In our opinion, the financial  statements referred to above present  fairly,
in  all material respects,  the consolidated financial  position of Wiltek, Inc.
and Subsidiary as  of October 31,  1995, and the  consolidated results of  their
operations  and their  consolidated cash  flows for each  of the  two years then
ended, in conformity with generally accepted accounting principles.

                                                              GRANT THORNTON LLP

New York, New York
December 26, 1995

                                       14


<PAGE>
                                  WILTEK, INC.
                           CONSOLIDATED BALANCE SHEET
                                     ASSETS

<TABLE>
<CAPTION>
                                                                                                     OCTOBER 31,
                                                                                                        1995
                                                                                                   ---------------
<S>                                                                                                <C>
Current assets
  Cash and cash equivalents......................................................................   $     444,200
  Accounts receivable, less allowance for doubtful accounts -- $35,000...........................         746,700
  Other current assets...........................................................................          98,400
                                                                                                   ---------------
    Total current assets.........................................................................         845,100
Equipment, net...................................................................................         430,700
                                                                                                   ---------------
    Total assets.................................................................................   $   1,720,000
                                                                                                   ---------------
                                                                                                   ---------------
                                       LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
  Obligation under capital lease, current portion................................................   $      79,100
  Accounts payable and accrued expenses..........................................................         742,300
  Deferred income................................................................................           7,200
                                                                                                   ---------------
    Total current liabilities....................................................................         828,600
                                                                                                   ---------------
Long term liabilities
  Obligation under capital lease, less current portion...........................................          39,500
Commitments and contingent liabilities
Shareholders' equity
  Preferred stock, 1,000,000 shares authorized and unissued
  Common stock, stated value $.33-1/3 per share,
   common shares authorized 9,000,000; shares issued 4,823,493...................................       1,607,800
  Paid-in capital................................................................................       5,686,400
  Deficit........................................................................................      (4,989,600)
  Less treasury stock, at cost 1,186,235 shares..................................................      (1,452,700)
                                                                                                   ---------------
    Total shareholders' equity...................................................................         851,900
                                                                                                   ---------------
    Total liabilities and shareholders' equity...................................................   $   1,720,000
                                                                                                   ---------------
                                                                                                   ---------------
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       15
<PAGE>
                                  WILTEK, INC.
               CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT

<TABLE>
<CAPTION>
                                                                                        YEAR ENDED OCTOBER 31,
                                                                                    ------------------------------
                                                                                         1995            1994
                                                                                    --------------  --------------
<S>                                                                                 <C>             <C>
Net Revenues
  Communication services..........................................................  $    4,931,100  $    4,637,900
Costs and Expenses
  Cost of communication services..................................................       2,829,000       2,847,800
  Selling, general and administrative expenses....................................       1,814,200       1,770,100
  Research and development........................................................         467,400         579,400
  Interest and dividend income, net...............................................          (3,800)        (18,600)
  Other expenses (income).........................................................          (8,400)          6,100
  Loss on sale of equipment.......................................................         551,500
  Restructuring expenses..........................................................         151,200
                                                                                    --------------  --------------
                                                                                         5,801,100       5,184,800
                                                                                    --------------  --------------
Net Loss..........................................................................        (870,000)       (546,900)
Deficit at Beginning of Year......................................................      (4,119,600)     (3,572,700)
                                                                                    --------------  --------------
Deficit at End of Year............................................................  $   (4,989,600) $   (4,119,600)
                                                                                    --------------  --------------
                                                                                    --------------  --------------
Weighted Average Shares Outstanding...............................................       3,577,696       3,577,258
                                                                                    --------------  --------------
Per Common Share:
  Net Loss........................................................................  $         (.24) $         (.15)
                                                                                    --------------  --------------
                                                                                    --------------  --------------
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       16
<PAGE>
                                  WILTEK, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                          YEAR ENDED OCTOBER 31,
                                                                                        --------------------------
                                                                                            1995          1994
                                                                                        ------------  ------------
<S>                                                                                     <C>           <C>
Cash flows from operating activities:
  Net loss............................................................................  $   (870,000) $   (546,900)
  Adjustments to reconcile net loss to net cash used in operating activities:
    Depreciation and amortization.....................................................       270,000       406,000
    Issuance of treasury stock as bonus...............................................        21,000
    Valuation adjustment of short-term investments....................................           300          (300)
    Gain on sale of short term investments............................................        (8,600)
    Loss on sale of fixed assets......................................................       551,500         6,400
    (Increase) Decrease in accounts receivable and other current assets...............         6,000      (219,800)
    Increase in accounts payable and accrued expenses.................................        86,700        20,900
                                                                                        ------------  ------------
Total adjustments.....................................................................       926,900       213,200
                                                                                        ------------  ------------
Net cash provided (used) from operating activities....................................        56,900      (333,700)
                                                                                        ------------  ------------
Cash flows from investing activities:
  Capital expenditures................................................................      (454,700)     (182,900)
  Proceeds from sale of investments...................................................       141,100
  Proceeds from sale of fixed assets..................................................       167,500        13,200
                                                                                        ------------  ------------
Net cash used in investing activities.................................................      (146,100)     (169,700)
                                                                                        ------------  ------------
Cash flow from financing activities:
  Proceeds from exercise of stock options.............................................         2,500
  Capital lease obligation............................................................       158,200
  Payments under capital lease obligation.............................................       (39,600)
                                                                                        ------------  ------------
Net cash provided from financing activities...........................................       121,100
                                                                                        ------------  ------------
  Net increase (decrease) in cash and cash equivalents................................        31,900      (503,400)
  Cash and cash equivalents at beginning of year......................................       412,300       915,700
                                                                                        ------------  ------------
Cash and cash equivalents at end of year..............................................  $    444,200  $    412,300
                                                                                        ------------  ------------
                                                                                        ------------  ------------
Supplemental disclosures of cash flow information:
  Cash paid during the year for income taxes..........................................  $      5,000  $      8,800
                                                                                        ------------  ------------
                                                                                        ------------  ------------
Non cash investing and financing
  Capital expenditures in accounts payable............................................  $      2,200  $    158,100
                                                                                        ------------  ------------
                                                                                        ------------  ------------
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       17
<PAGE>
                                  WILTEK, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 -- ACCOUNTING POLICIES AND PRACTICES

    GENERAL:  The Company operates exclusively in  one industry segment (line of
business):  The  design  and  management  of  data  communication  networks  and
services.

    During  the  fiscal  year  ended  October  31,  1995,  three  customers each
accounted for more  than 10% of  the Company's total  revenues. These  customers
were Ford Motor Company 15%, Advantis 10% and Sea-Land Services, Inc. 16%.

    In the fiscal year ended October 31, 1994, three customers accounted for 10%
or  more of the Company's total revenues.  The customers were Ford Motor Company
19.0%, Sea-Land Service, Inc. 16.6% and FX Concepts, Inc. 12.4%.

    The Company  began  foreign  operations  in 1983  when  it  established  its
computer   center  in  London,  England.  During  fiscal  year  1995,  the  U.K.
operation's total revenues were $1,125,700 with a net loss of $73,400.  Included
in  the above are $204,600 in U.S. management costs allocated to U.K. operations
and intercompany  net interest  expense charged  to Wiltek  (U.K.) Ltd.  in  the
amount  of $26,500.  Identifiable total  assets amounted  to $513,800.  The U.S.
dollar is the functional currency of the U.K. operation.

    CONSOLIDATION: The  accompanying consolidated  financial statements  include
the  accounts  of  the  Company  and  its  subsidiary,  Wiltek  (U.K.)  Ltd. All
significant intercompany transactions have been eliminated in consolidation.

    CASH EQUIVALENTS: For purposes of the  statement of cash flows, the  Company
considers  all  highly  liquid  instruments  including  money  market  funds and
certificates of deposit with original maturities  of three months or less to  be
cash  equivalents. The Company  currently has on  deposit approximately $180,000
which is subject to concentration of credit risk as it is not insured.

    INVESTMENTS: In May 1993, the FASB issued Statement of Financial  Accounting
Standards  No.  115,  "Accounting for  Certain  Investments in  Debt  and Equity
Securities" ("SFAS 115"). SFAS  115 addresses the  accounting and reporting  for
investments  in equity securities that have readily determinable fair values and
for all investments in debt securities.  SFAS 115 is effective for fiscal  years
beginning  after  December  15,  1993. The  impact  on  the  Company's financial
statements was not material.

    REVENUE RECOGNITION: Customers are  invoiced at the  beginning of the  month
for  fixed  rate  services and  at  the end  of  the month  for  usage sensitive
services. Revenue is recognized when services are performed.

    In accordance with the  terms of contracts with  some of its customers,  the
Company  pays the common carrier communication  costs incurred by the customers.
The Company is reimbursed by the customers for these costs. The reimbursement is
reflected as a reduction of expenses in the Company's consolidated statement  of
operations  and is not included  in revenues. Amounts billed  to the Company and
subsequently rebilled to the customers during the fiscal years ended October 31,
1995 and 1994 were $990,300 and $1,027,100, respectively.

    EQUIPMENT: Equipment is carried at cost. Major renewals and betterments  are
charged  to the equipment  accounts while replacements,  maintenance and repairs
which do not improve or  extend the life of  the respective assets are  expensed
currently.  The  Company follows  the policy  of  providing for  depreciation of
equipment over the estimated useful lives: computer equipment 5 years; furniture
and fixtures 8-10  years; automobile  4 years; leasehold  improvements over  the
remaining  life of the  lease. Depreciation on  fixed assets under  the sale and
lease-back transaction are depreciated over the term

                                       18
<PAGE>
of the lease, two years. When equipment is retired or otherwise disposed of, the
related cost and accumulated depreciation  and amortization are eliminated  from
the accounts and the resulting profit or loss is credited or charged to income.

    RESEARCH  AND DEVELOPMENT: The Company's research and development activities
are directed toward  enhancing existing  services and creating  new services  to
meet  customers' data  communication needs. During  fiscal years  1995 and 1994,
Wiltek spent  $467,400  and $579,400,  respectively,  on research  and  software
development.

    TAXES:  Effective November  1, 1993, the  Company adopted  the provisions of
Statement of  Financial Accounting  Standards No.  109, "Accounting  for  Income
Taxes"  (SFAS 109). The effect of the adoption of this standard on the Company's
financial statements was insignificant.

    LOSS PER SHARE: Loss per  share is based on  the weighted average number  of
common  shares.  Common  share  equivalents  are  omitted  since  the  effect is
antidilutive.

    NOTE 2 -- RESTRUCTURING PLAN

    The Company began working on  the proposed restructuring program during  the
fiscal  year 1995 second quarter. The restructuring charge consists of severance
and related costs in connection with the planned reduction of approximately  15%
of  the Company's  workforce or  6 salaried  jobs, to  execute the restructuring
program. A Vice  President originally  considered as part  of the  restructuring
plan,  in the fourth  quarter accepted a reduced  salary and responsibilities in
lieu of retiring. It is anticipated that these actions will be implemented  over
the  next twelve  months and  the Company  expects to  realize annualized pretax
savings of approximately $151,200 upon  full implementation. However, there  can
be no assurance that the Company will realize these savings.

    The status of the restructuring provision at year end was:

<TABLE>
<S>                                                                <C>
Initial provision................................................  $ 227,800
1995 activity....................................................    (73,100)
Reversal of Officer severance and related employee benefits......    (76,600)
                                                                   ---------
Balance at October 31, 1995, included in accrued severance pay...  $  78,100
                                                                   ---------
                                                                   ---------
</TABLE>

NOTE 3 -- EQUIPMENT

<TABLE>
<CAPTION>
                                                                                 OCTOBER 31,
                                                                                    1995
                                                                               ---------------
<S>                                                                            <C>
Sale and lease-back equipment................................................   $     158,200
Furniture and Fixtures.......................................................          11,500
Computer equipment...........................................................         494,000
Leasehold improvements.......................................................         354,600
                                                                               ---------------
                                                                                    1,018,300
Less: accumulated depreciation and amortization..............................         587,600
                                                                               ---------------
     Computer and other equipment, net.......................................   $     430,700
                                                                               ---------------
                                                                               ---------------
</TABLE>

NOTE 4 -- ACCOUNTS PAYABLE AND ACCRUED EXPENSES

<TABLE>
<CAPTION>
                                                                                 OCTOBER 31,
                                                                                    1995
                                                                               ---------------
<S>                                                                            <C>
Accrued taxes payable........................................................   $      13,200
Accounts payable.............................................................         461,000
Accrued payroll, vacations and employee benefits.............................         122,000
Accrued commissions..........................................................          12,700
Accrued professional fees....................................................          33,500
Other accrued expenses.......................................................          15,400
Accrued severance pay........................................................          84,500
                                                                               ---------------
Total accounts payable and accrued expenses..................................   $     742,300
                                                                               ---------------
                                                                               ---------------
</TABLE>

                                       19
<PAGE>
NOTE 5 -- OBLIGATION UNDER CAPITAL LEASE

    In  April 1995, the Company entered into a sale and lease-back agreement for
computers and other equipment in the amount of $158,200. This resulted in a  net
loss  of $552,300 for the  second quarter and the fiscal  year end. The terms of
the sale and lease-back agreement are for 24 months effective May 1, 1995,  with
a  monthly payment of $7,238 at  an interest rate of 9.1695%.  At the end of the
lease the company,  at its option,  may purchase the  leased equipment for  fair
market  value  or a  maximum of  $23,726.  Accumulated depreciation  amounted to
$39,600 for the fiscal year 1995.

    The related future  lease minimum payments  as of October  31, 1995, are  as
follows:

<TABLE>
<CAPTION>
                                                                                    CAPITAL
YEAR ENDING OCTOBER 31                                                              LEASES
-------------------------------------------------------------------------------  -------------
<S>                                                                              <C>
1996...........................................................................   $    86,700
1997...........................................................................        41,700
                                                                                 -------------
Net minimum lease payment......................................................       128,400
Amount representing interest...................................................         9,800
                                                                                 -------------
Obligation under capital lease.................................................   $   118,600
                                                                                 -------------
                                                                                 -------------
</TABLE>

NOTE 6 -- CHANGES IN SHAREHOLDERS' EQUITY AND OPTIONS

    Set  forth below is a summary of changes in shareholders' equity for the two
years ended October 31, 1995.

<TABLE>
<CAPTION>
                                     COMMON                                                         TREASURY STOCK
                                     SHARES        COMMON         PAID-IN                     ---------------------------
                                     ISSUED         STOCK         CAPITAL        DEFICIT           COST         SHARES
                                   -----------  -------------  -------------  --------------  --------------  -----------
<S>                                <C>          <C>            <C>            <C>             <C>             <C>
Balance 10/31/93.................    4,813,493  $   1,604,500  $   5,727,200  $   (3,572,700) $   (1,513,700)   1,236,235
Net Loss.........................                                                                   (546,900)
                                   -----------  -------------  -------------  --------------  --------------  -----------
Balance 10/31/94.................    4,813,493      1,604,500      5,727,200      (4,119,600)     (1,513,700)   1,236,235
                                   -----------  -------------  -------------  --------------  --------------  -----------
Issuance of Treasury Stock as
 bonus...........................                                    (40,000)                         61,000      (50,000)
Exercise of Stock Options........       10,000          3,300           (800)
Net Loss.........................                                                                   (870,000)
                                   -----------  -------------  -------------  --------------  --------------  -----------
Balance 10/31/95.................    4,823,493  $   1,607,800  $   5,686,400  $   (4,989,600) $   (1,452,700)   1,186,235
                                   -----------  -------------  -------------  --------------  --------------  -----------
                                   -----------  -------------  -------------  --------------  --------------  -----------
</TABLE>

NOTE 7 -- STOCK OPTIONS

    At the 1984 Annual Meeting of  shareholders, the 1983 Stock Option Plan  was
approved. An aggregate of 500,000 shares was authorized under the plan.

<TABLE>
<CAPTION>
                                                                      NUMBER
1983 STOCK OPTIONS                                                   OF SHARES    PRICE PER SHARE        TOTAL
-------------------------------------------------------------------  ---------  --------------------  -----------
<S>                                                                  <C>        <C>                   <C>
Outstanding at 10/31/93............................................    293,000     $1.00 to $1.75     $   314,024
Cancelled..........................................................      2,000        $1.3125               2,625
                                                                     ---------                        -----------
Outstanding at 10/31/94............................................    291,000     $1.00 to $1.75         311,399
                                                                     ---------                        -----------
Cancelled/Expired..................................................    239,000     $1.01 to $1.75         249,647
                                                                     ---------                        -----------
Outstanding at 10/31/95............................................     52,000    $1.03 to $1.3125    $    61,752
                                                                     ---------                        -----------
Exercisable at:
October 31, 1994...................................................    291,000     $1.00 to $1.75     $   311,399
October 31, 1995...................................................     52,000    $1.03 to $1.3125    $    61,752
</TABLE>

    No shares were available for future grants at October 31, 1995.

    None of the above option prices were less than fair market value at the date
of grant.

                                       20
<PAGE>
    At  the 1989 Annual Meeting of shareholders,  the 1988 Stock Option Plan was
approved. An aggregate of 400,000 shares was authorized under the plan.

<TABLE>
<CAPTION>
                                                                         NUMBER
1988 STOCK OPTIONS                                                      OF SHARES   PRICE PER SHARE      TOTAL
----------------------------------------------------------------------  ---------  -----------------  -----------
<S>                                                                     <C>        <C>                <C>
Outstanding at 10/31/93...............................................    187,500   $1.03 to $2.94    $   220,225
Cancelled.............................................................     10,500   $1.03 to $2.94         21,320
                                                                        ---------                     -----------
Outstanding at 10/31/94...............................................    177,000                         198,905
                                                                        ---------                     -----------
Cancelled.............................................................        500        $2.94              1,470
                                                                        ---------                     -----------
Outstanding at 10/31/95...............................................    176,500   $1.03 to $2.94    $   197,435
                                                                        ---------                     -----------
Exercisable at
October 31, 1994......................................................    177,000   $1.03 to $2.94    $   198,905
October 31, 1995......................................................    176,500   $1.03 to $2.94    $   197,435
</TABLE>

    No shares were available for future grants at October 31, 1995.

    None of the above option prices were less than fair market value at the date
of grant.

1994 STOCK OPTIONS

    At the 1995 Annual Meeting of Shareholders, the 1994 Stock Option Plans  for
employees  (750,000 shares) and non-employees (100,000 shares) were approved. An
aggregate of 850,000 shares were authorized under the plan.

<TABLE>
<CAPTION>
                                                                            NUMBER
EMPLOYEES                                                                  OF SHARES   PRICE PER SHARE      TOTAL
-------------------------------------------------------------------------  ---------  -----------------  -----------
<S>                                                                        <C>        <C>                <C>
Outstanding at 10/31/94..................................................    427,000      $     .25      $   106,750
Granted..................................................................    178,000      $     .25           44,500
Exercised/Cancelled......................................................     88,000      $     .25           22,000
                                                                           ---------                     -----------
Outstanding at 10/31/95..................................................    517,000      $     .25      $   129,250
                                                                           ---------                     -----------
Exercisable at 10/31/95..................................................    517,000      $     .25      $   129,250
</TABLE>

    Number of shares available for future grants at October 31, 1995    223,000.

<TABLE>
<CAPTION>
                                                                            NUMBER
NON-EMPLOYEES                                                              OF SHARES   PRICE PER SHARE      TOTAL
-------------------------------------------------------------------------  ---------  -----------------  -----------
<S>                                                                        <C>        <C>                <C>
Granted..................................................................     35,000      $     .25      $     8,750
Outstanding at 10/31/95..................................................     35,000      $     .25      $     8,750
</TABLE>

    Number of shares available for future grants at October 31, 1995    65,000.

    None of the above option prices were less than fair market value at the date
of grant.

NOTE 8 -- INCOME TAXES

    Deferred income  taxes  reflect the  tax  effects of  temporary  differences
between  the carrying amounts of assets  and liabilities for financial reporting
and the amounts used for income tax  purposes. In accordance with the SFAS  109,
deferred  tax assets and liabilities are recognized for the estimated future tax
consequences  attributable  to  temporary  differences  between  the   financial
statement  carrying  amounts  of  existing  assets  and  liabilities  and  their
respective tax bases. The Company anticipates utilizing its deferred tax  assets
only  to the extent of its deferred  tax liabilities. Therefore, the Company has
established a valuation allowance to reduce  its net deferred tax asset to  zero
at  October 31, 1995. The Company accounts  for the investment tax credit on the
flow-through method. In

                                       21
<PAGE>
fiscal year ended 1995  and 1994 included in  sales, general and  administrative
expenses,  is  tax  expense  of  $3,400  and  $6,050  respectively.  Significant
components of the Company's deferred  tax assets as of  October 31, 1995 are  as
follows:

    Deferred tax assets:

<TABLE>
<S>                                                              <C>
Net Operating loss carryforward................................  $ 1,718,547
Investment tax credit carryforward.............................      129,800
                                                                 -----------
Deferred tax asset.............................................    1,848,347
                                                                 -----------
  Less valuation allowance.....................................   (1,848,347)
Net deferred tax assets........................................  $         0
                                                                 -----------
                                                                 -----------
</TABLE>

    Net  loss before and after income taxes  for the two fiscal year periods was
as follows:

<TABLE>
<CAPTION>
                                                     DOMESTIC    UNITED KINGDOM      TOTAL
                                                   ------------  ---------------  ------------
<S>                                                <C>           <C>              <C>
1995.............................................  $   (796,600)   $   (73,400)   $   (870,000)
1994.............................................  $   (531,700)   $   (15,200)   $   (546,900)
</TABLE>

    At October 31,  1995, the  Company's U.S. operating  loss carryforwards  for
financial  accounting  and  Federal  tax  purposes  approximated  $3,460,600 and
$2,294,500  for  state   tax  purposes.  The   Company's  U.K.  operating   loss
carryforwards are approximately $842,600 for tax purposes.

    At  October 31, 1995,  investment tax credits  of approximately $129,800 are
available to reduce future taxes on taxable income after the future tax benefits
arising from existing operating loss carryforwards have been realized. According
to the provisions of the Tax Reform  Act of 1986, this carryforward was  reduced
by  35% effective July 1,  1987. The U.S. tax  loss carryforwards and investment
tax credit carryforwards expire as follows:

<TABLE>
<CAPTION>
                                                                            INVESTMENT TAX
                                                             TAX LOSS           CREDIT
EXPIRATION                                                 CARRYFORWARDS     CARRYFORWARDS
---------------------------------------------------------  -------------  -------------------
<S>                                                        <C>            <C>
1995.....................................................                     $     5,300
1996.....................................................                          36,900
1997.....................................................   $   210,300            28,500
1998.....................................................       612,800            22,400
1999.....................................................       354,900            18,400
2000.....................................................                          14,400
2001.....................................................                           3,900
2007.....................................................       404,400
2008.....................................................       628,100
2009.....................................................       474,800
2010.....................................................       775,000
                                                           -------------       ----------
                                                            $ 3,460,600       $   129,800
                                                           -------------       ----------
                                                           -------------       ----------
</TABLE>

    The Tax Reform Act of 1986 enacted a complex set of rules (Internal  Revenue
Code  Section 382) limiting the utilization  of net operating loss carryforwards
to offset  future  taxable  income following  a  corporate  "ownership  change."
Generally, this occurs when there is a greater than 50% change in ownership.

NOTE 9 -- COMMITMENTS AND CONTINGENT LIABILITIES

    There  are in effect annual employment agreements with three officers of the
Company which call for a base compensation to be mutually agreed upon at renewal
and upon failure to reach agreement will terminate, with the officer, in certain
circumstances, being  entitled to  a severance  payment in  an amount  equal  to
one-half  of his  then current annual  base compensation.  The minimum aggregate
payouts under such contracts approximate $210,200.

                                       22
<PAGE>
    Total rental expenses for office  space, equipment and automobiles  included
in  the results of operations for fiscal  years ended October 31, 1995 and 1994,
were $258,000  and  $240,500  respectively.  Minimum  rental  commitments  under
noncancelable leases covering space and equipment are as follows:

<TABLE>
<CAPTION>
FISCAL YEAR                                                                RENTAL COMMITMENTS
-------------------------------------------------------------------------  -------------------
<S>                                                                        <C>
1996.....................................................................          313,400
1997.....................................................................          203,400
1998.....................................................................          139,200
1999.....................................................................          135,100
2000.....................................................................           21,700
                                                                                ----------
                                                                               $   812,800
                                                                                ----------
                                                                                ----------
</TABLE>

NOTE 10 -- RELATED PARTY TRANSACTION

    The  Company paid consulting fees  of $29,160 to an  officer and director in
fiscal year 1994 and no amount was  paid for the fiscal year ending October  31,
1995.

    During  the  current fiscal  year,  50,000 shares  of  common stock  held as
treasury stock were granted by the Board of Directors to one of the officers.

NOTE 11 -- LIQUIDITY MATTERS

    During fiscal  1995  the  Company's liquidity  and  capital  resources  were
adversely  affected  by  operating losses.  The  Company has  reduced  costs and
increased monthly revenues over the last twelve months to mitigate the impact of
these losses  on  cash flow.  Although  there can  be  no assurance  that  these
measures  will be successful, the  Company believes that the  steps it has taken
will provide sufficient  liquidity to  fund current operations  and its  planned
growth.

                                       23
<PAGE>
                                  WILTEK, INC.
                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
                                                                                                         SEQUENTIAL PAGE
  EXHIBIT NO.                                         DESCRIPTION                                            NUMBER
---------------  -------------------------------------------------------------------------------------  -----------------
<C>              <S>                                                                                    <C>
          22     Subsidiary...........................................................................             31
         24/a    Consent of independent certified public accountants..................................             32
          27     Financial data schedule..............................................................
</TABLE>

                                       24