<PAGE>

                               UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                               FORM 10-KSB/A
                            Amendment Number One

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                 For the Fiscal Year Ended:  August 31, 1996
                      Commission file number:  33-68570

                              LEGGOONS, INC.
           ----------------------------------------------------
          (Exact name of registrant as specified in its charter)

              MISSOURI                          43-1239043
      ----------------------       ---------------------------------
     (State of incorporation)     (IRS Employer Identification number)

              400 South Lindell, Vandalia, Missouri, 63382
          ---------------------------------------------------
         (Address of principal executive offices and Zip Code)

                              (573) 594-6418
            --------------------------------------------------
           (Registrant's telephone number, including area code)

    Securities registered pursuant to Section 12(b) of the Act:  None
    Securities registered pursuant to Section 12(g) of the Act:  

               Leggoons, Inc. Common Stock $.01 Par Value
                    Leggoons, Inc. Class A Warrants

     Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.     

                                     Yes    No X     
     
     Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be 
contained, to the best of registrant's knowledge, in definitive proxy 
or informational statements incorporated by reference in Part III of this 
form 10-KSB/A or any amendment to this form 10-KSB/A.           [ X ]

     Revenue's for the fiscal year ended August 31, 1996:     $0               

     The aggregate market value of the voting stock held by non-affiliates of 
the Registrant, based upon the closing average bid and asked price of the 
Common Stock on November 30, 1996, as reported on the OTC Bulletin Board, 
was $225,000.

     Number of shares of common stock outstanding as of November 30, 1996:     
2,787,000

Documents Incorporated by Reference: Exhibit's in Registrant's Annual Report 
on Form 10-K filed on December 14, 1995, are incorporated by reference to 
the exhibit index attached hereto.  Exhibits in Registrant's Annual Report on
Form 10-K filed on November 29, 1994, are incorporated by reference to 
the exhibit index attached hereto.  Exhibits in Registrant's Registration 
Statement on Form S-1 filed on October 28, 1993, are incorporated by 
reference to the exhibit index attached hereto.

<PAGE>

                            LEGGOONS, INC.

                        Index to Annual Report
                           on Form 10-KSB/A      

Part I                                                         Page
------                                                         ----
               Item 1- Description of Business                   3

               Item 2- Description of Property                   4
          
               Item 3- Legal Proceedings                         4     

               Item 4- Submission of Matters to a 
                       Vote of Security Holders                  4     

Part II
-------
               Item 5- Market for Common Equity 
                       and Related Stockholder Matters          4-5             

               Item 6- Plan of Operations                       5-6     

               Item 7- Financial Statements                      6
          
               Item 8- Changes in and Disagreements with 
                       Accountants on Accounting and 
                       Financial Disclosure                      6          

Part III
--------
               Item 9- Directors, Executive Officers 
                       and Compliance With Section 16(a) 
                       of the Exchange Act                       7

               Item 10- Executive Compensation                   8     

               Item 11- Security Ownership of Certain 
                        Beneficial Owners and Management         8-9     

               Item 12- Certain Relationships and Related 
                        Transactions                             9-10     

Part IV
-------
               Item 13- Exhibits, Financial Statement 
                        Schedules and Reports on Form 8-K         10     



                                   -2-
<PAGE>

                                  PART I
                                  ------
Item 1.     Description of Business
-----------------------------------
     (a) Business Development

     Leggoons, Inc. (the "Company") was organized under the laws of the State 
of Missouri on September 1, 1981, as HANDY-TOP, INC.  On April 20, 1983, the 
Articles of Incorporation were amended to change the name of the corporation 
to HTI Corporation.  On May 28, 1993, the Articles of Incorporation were 
amended to change the name of the corporation to Leggoons, Inc.  In addition 
to changing the Company's name, the May 28,1993, amendment to the Articles of 
Incorporation increased the number of authorized shares of common stock from 
40,000 to 10,000,000 and decreased the par value of the common stock from 
$1.00 per share to $.01 per share.  Also on May 28, 1993, the Company 
declared a 14-for-1 stock split.  Unless otherwise indicated, all share and 
per share data are reflected on a post split basis throughout this Form 
10-KSB/A.

      On June 12, 1996, the Company transferred all of its assets and 
liabilities to a third party assignee, under an "Assignment for the Benefit 
of Creditors" (the "Assignment").  An Assignment is a business liquidation 
device available as an alternative to bankruptcy.  The third party assignee, 
a Nebraska corporation, also named Leggoons, Inc.  (the "Assignee"), will be 
required to properly, timely, and orderly dispose of all remaining assets for
the benefit of creditors.  The Company will continue to maintain its' status 
as a shell corporation. 
                  
     (b) Business of Issuer

     The Company was engaged in the design, manufacture and distribution of 
apparel and related accessories which are sold to better specialty and 
department stores nationwide under the brands: Leggoons, CPO by Leggoons, 
John Lennon Artwork Apparel and Snooggel. On January 19, 1996, the Company 
entered into a Licensing Agreement with Robert Tamsky, a former director and 
employee of the Company.  Pursuant to the terms of the Licensing Agreement, 
the Company granted Mr. Tamsky effective January 1, 1996, the right to use the 
LEGGOONS trademark in connection with the design, production, marketing, sales 
and sublicensing of all clothing, wearing apparel and accessories bearing 
the "LEGGOONS" symbol.  This right will continue until December 31, 1998, 
and may be extended thereafter each year for an additional year.  In 
consideration for the license, Mr. Tamsky, according to the Licensing 
Agreement, shall pay to the Company a royalty of five percent of the net 
sales of "LEGGOONS" products.       
     Also on January 19, 1996, the Company adopted a formal plan to 
discontinue the designing, selling, manufacturing and distribution of its 
apparel products.  As part of such plan, the Company discontinued production 
on April 30, 1996, and intends to either sell or liquidate the operations 
within twelve months of that date.  On June 12, 1996, the Company transferred
all of its assets and liabilities to a third party assignee, under an 
"Assignment for the Benefit of Creditors."  Included in the Assignment were 
the rights and obligations of the Licensing Agreement.  
     After the Assignment the Company is continuing its status as a public 
shell corporation with the intention of marketing the shell for a merger or 
acquisition in the future.  The Company does not currently have any employees.

                                -3-
<PAGE>
Item 2.     Description of Property
-----------------------------------
     The Company is using office space provided by the Assignee at 400 South 
Lindell, Vandalia, Missouri, to maintain its shell operations.
     
Item 3.     Legal Proceedings
-----------------------------
     Not Applicable

Item 4.     Submission of Matters to a Vote of Security Holders
---------------------------------------------------------------
     Not Applicable


                                  PART II               
                                  -------

Item 5.     Market for Common Equity and Related Stockholder Matters
--------------------------------------------------------------------
          (a) Market Information

          The Common Stock is traded in the over-the-counter market and the 
range of closing bid prices shown below is as reported by the OTC Bulletin 
Board.  The quotations shown reflect inter-dealer prices, without retail 
mark-up, mark-down or commission and may not necessarily represent actual 
transactions.
<TABLE>
<CAPTION>          
                        Per Share Common Stock Bid Prices by Quarter     
                         For the Fiscal Year Ended August 31, 1996
                                                High             Low
                                                ----             ---
         <S>                                   <C>              <C>
          First Quarter                         1 7/8            3/4           
          Second Quarter                        1 9/16           7/8          
          Third Quarter                         1 9/16           5/16           
          Fourth Quarter                         15/16           3/8
<CAPTION>
                        Per Share Common Stock Bid Prices by Quarter     
                         For the Fiscal Year Ended August 31, 1995
                                                High          Low
                                                ----          ---
         <S>                                   <C>           <C>
          First Quarter                         1 1/4         7/8               
          Second Quarter                         15/16        3/8               
          Third Quarter                           5/8         3/8               
          Fourth Quarter                          5/8         3/8
     
                    
          
                    
</TABLE>          
     (b) Holders of Common Equity     

     As of August 31, 1996, the Company estimates there were 350 beneficial 
shareholders of the Company's Common Stock.
     
     (c) Dividends

     The Company has not declared or paid a cash dividend to stockholders 
since it became a "C" corporation on November 18, 1993.  The Board of 
Directors presently intends to retain any earnings to finance Company 
operations and does not expect to authorize cash dividends in the foreseeable
future.  Any payment of cash dividends in the future will depend upon the 
Company's earnings, capital requirements and other factors.     

                               -4-
<PAGE>

Item 6.     Plan of Operations
------------------------------
     The Company is currently satisfying its cash requirements by obtaining 
advances from its principal stockholder, James S. Clinton.  Mr. Clinton is 
also the President and a member of the Board of Directors of the Company.  
Mr. Clinton has advised the Company that he will continue to provide cash 
advances for operations for at least the next twelve months.  It is 
anticipated that the Company will employ one or two employees in the next 
twelve months to provide for the procedures required to market the public 
shell for merger or acquisition.

     On May 22, 1996, the Company entered into an Addendum to the Stock 
Purchase Agreement it initially entered into on September 5, 1995, with 
Infinitron Investments International, Inc. of Vancouver B.C. ("Infinitron"). 
Pursuant thereto 100% of the shares of common stock of Infinitron would be 
exchanged for approximately 4,797,500 shares of common stock of the Company 
which would represent approximately 95% of the post-split Company's 
outstanding common stock.  The Addendum provided, among other things, that 
Leggoons would use its best efforts to obtain SEC clearance of its proxy 
statement by July 22, 1996, and Infinitron will use its best efforts to 
fully cooperate with the Company in obtaining such clearance.

     On July 3, 1996, counsel for Infinitron informed the Company that 
Infinitron does not intend to proceed with the transactions contemplated by 
the Stock Acquisition Agreement.   Counsel for Infinitron stated that the 
basis for that action was that he noted "a number of irregularities in the 
relationships and dealings among the principals of Leggoons and Infinitron," 
however he did not provide any specifics relating to that allegation.  The 
Company believes these claims to be baseless and without merit.

     Settlement negotiations have been completed, including approval by all 
Infinitron and the Company of the settlement documents, which are currently 
being circulated for signatures.  Generally, under the terms of the 
settlement, the Company is to receive $510,000 in cash over a period of six 
months, along with 186,721 shares of Infinitron common stock, which 
represents approximately 3% of Infinitron's outstanding shares of common 
stock on August 5, 1996.  The 186,721 shares of common stock of Infinitron 
will be held for the benefit of the Company's stockholders as their "loss of 
the bargain" under the proposed merger.  The $510,000 of cash proceeds will 
be distributed in accordance with the Assignment. 

                              -5-
<PAGE>

     As of December 31, 1996, the settlement agreement has not been executed 
by all parties.  If, and when, this settlement agreement is executed the 
Company will be able to determine how the proceeds of the settlement 
agreement affect its plan of operations for the next twelve months. 


Item 7.     Financial Statements 
--------------------------------
     Financial statements for the two years ended August 31, 1996 and 1995 
are presented in a separate section of this report following Part IV.     


Item 8.     Changes in and Disagreements with Accountants on Accounting and 
            Financial Disclosure
---------------------------------------------------------------------------

     On November 3, 1995, the Company engaged the services of BDO Seidman in 
St. Louis, Missouri, to provide an audit of its financial statements for the 
fiscal year ended August 31, 1995.  The former accountant, KPMG Peat Marwick 
LLP in Omaha, Nebraska, declined to stand for re-election for the 1995 
engagement.  The independent auditors' reports for August 31, 1993 and 1994, 
were modified as to uncertainties about the entity's ability to continue as a
going concern.  The decision to change accountants was approved by the 
Company's board of directors with the selection of the successor accountants.
The Company and its' former accountants had no disagreements during the 
fiscal years ended August 31, 1993 and 1994, and through the date they 
declined to stand for re-election. 














                                 -6-
<PAGE>

                                  PART III               
                                  --------
Item 9.     Directors, Executive Officers and Compliance With Section 16(a) 
            of the Exchange Act
---------------------------------------------------------------------------    
     (a) Directors and Executive Officers
                                                                 
     James S. Clinton, 56, Chief Executive Officer, President and Director of 
the Company since 1983.  Director of Eselco, Inc., an investor owned electric 
utility.  
     
     Steven D. Walters, 29, Chief Financial Officer and Director of the 
Company since 1994.  Audit Supervisor/Senior in Certified Public Accounting 
firms from 1991 to 1994.

     Larry D. Langston, 56, Director of the Company since 1983.  Executive 
Vice President of the Company from 1983 to 1995.

     Richard F. Giannotti, 50, Director of the Company since 1995.  Vice 
President of Multi Financial Securities since 1995.  Securities and Corporate
Finance with Regional Brokerage firms from 1991 to 1995.

     (b) Compliance with Section 16(a) of the Exchange Act

     Section 16(a) of the Securities Exchange Act of 1934 requires the 
Company's directors, certain officers and persons holding 10% or more of the 
Company's common stock to file reports regarding their ownership and regarding 
their acquisitions and dispositions of the Company's common stock with the 
Securities and Exchange Commission.  The Company is unaware that any required 
reports were not timely filed. 














     


                               -7-
<PAGE>

Item 10.     Executive Compensation
     
     The following table sets forth information concerning compensation paid 
by Leggoons, Inc. for services rendered during fiscal year 1996, 1995, and 
1994 for the Chief Executive Officer and for each of the Company's other 
executive officers whose annual salary and bonus exceeds $100,000.
                         
                     Summary Compensation Table
<TABLE>
<CAPTION>                                                                 
                                                Long-Term Compensation         
                                              Awards           Payouts    
                                                                         All
                          Annual Compensation                           Other  
Name and                                    Restricted           LTIP  Compen-
Principal                Salary Bonus  Other  Stock  Options/  Payouts  sation
Position         Year     ($)    ($)    ($)     ($)  SARs(#)     ($)     ($)
---------        ----   ------  -----   ----  ------ -------    -----   -----
<S>             <C>    <C>      <C>    <C>     <C>     <C>      <C>     <C>
James S.         1996    -0-     -0-    -0-     -0-     -0-      -0-     -0-
 Clinton,        1995   17,631   -0-    -0-     -0-     -0-      -0-     -0-
 President and   1994   38,200   -0-    -0-     -0-     -0-      -0-     -0-
 Chief Execu-
 tive Officer

</TABLE>
     Perquisites and other personal benefits are omitted because they do not 
exceed either $50,000 or 10% of the total of annual salary and bonus for the 
named executive officer.

Item 11.     Security Ownership of Certain Beneficial Owners and Management
---------------------------------------------------------------------------     
     The following table sets forth, as of November 30, 1996, the beneficial 
ownership of the Company's Common Stock by each person who is known by the 
Company to own beneficially more than 5% of the issued and outstanding shares
of the Company's Common Stock.

                                   -8-
<PAGE>

<TABLE>
<CAPTION>
          Name and Address of          Amount and Nature of        Percent of
           Beneficial Owner            Beneficial Ownership           Class  
          -------------------          --------------------        ----------
         <S>                               <C>                        <C>
          James S. Clinton                  1,416,000(1)               50.8%
          30 Ginger Cove Road
          Valley, NE  68064

          Larry D. Langston                   266,000(1)                9.6%
          301 W. Saint John
          Vandalia, MO  63382
</TABLE>
 (1)    On January 24, 1996, Mr. Langston entered into an Option Agreement 
        with Steven Walters, an officer and director of the Company which 
        grants Mr. Walters an option to purchase 261,500 of Mr. Langston's      
        shares.  The option price is $100,000, the option may not be exercised 
        prior to November 23, 1996, and expires on July 24, 1997.  Mr. Walters,
        in turn, has assigned the right to purchase 130,750 of such shares to 
        the Claude E. Clinton Family Trust for which Mr. Clinton, an officer 
        and director of the Company, acts as Trustee (Mr. Clinton is not the 
        beneficiary of the trust but has the right to vote the shares) in 
        consideration of $50,000 cash and a loan to Mr. Walters in the amount
        of $50,000.  It is anticipated that the option will be exercised 
        immediately prior to July 24, 1997, as long as the then market price 
        is higher than the option price.    

     The following table shows, as of November 30, 1996, certain information 
with respect to Leggoons, Inc. Common Stock beneficially owned by directors 
and executive officers of the Company.  Unless otherwise noted, all shares 
are owned directly or indirectly with sole voting and investment power.
<TABLE>
<CAPTION>
              Name of               Amount and Nature of          Percent of
          Beneficial Owner          Beneficial Ownership1           Class  
          ----------------          ---------------------         ----------
         <S>                             <C>                         <C>
          James S. Clinton (2)            1,416,000                   50.8%
          Larry D. Langston (3)             266,000                    9.6%
          Steven D. Walters (2)               1,000                    -0-
          Richard Giannotti (3)               1,000                    -0-
          All Directors and
          Officers as a Group             1,684,000                   60.4%
</TABLE>
         (1)  Shares reported include shares owned by spouses of officers 
              and directors.  No options to acquire any Leggoons, Inc. common
              stock are owned by any officer or director.
         (2)  Officer and director of the Company.
         (3)  Director of the Company.


Item 12.     Certain Relationships and Related Transactions
-----------------------------------------------------------

     During fiscal 1995, the saliant details of certain transactions which 
occurred between the Company and its officers and directors are set forth 
below.  With respect to each such transaction, the Company believes that the 
terms of each transaction were approximately as favorable to the Company as 
could have been obtained from an unrelated third party.

                                 -9-
<PAGE>

     In January 1995, the Company authorized the issuance of 140,000 shares of 
restricted common stock to James Clinton.  At such time, Mr. Clinton was the 
President and a member of the Board of Directors of the Company.  Such 
issuance was in consideration of the forgiveness by Mr. Clinton of $140,000 
in debt owed by the Company to Mr. Clinton.  The Board of Directors of the 
Company, by unanimous written consent, deemed the issuance of such shares to 
be fair and equitable in view of the book value and market value of the 
Company's common stock.

     In July 1995, the Company sold the useable assets of its facility in 
Omaha to James S. Clinton, President of the Company, at the approximate 
market value of the assets.  No material gain or loss was incurred in the 
transaction.  The market value of the assets was determined by management 
analysis of the assets in the transaction.


                                  PART IV
                                  -------

Item 13.     Exhibits, Financial Statement Schedules, and Reports on Form 8-K
-----------------------------------------------------------------------------

     (a) Index to Financial Statements and Schedules

     See index to financial statements and supporting schedules on page 11 of 
this annual report on Form 10-KSB/A.

     (b) Reports on Form 8-K

     A Current Report on Form 8-K dated as of June 12, 1996, was filed with 
respect to the sale of assets and liabilities to the Assignee in conjunction 
with the Assignment for the Benefit of Creditors filed by the Company on June
12, 1996.

     (c) Index to Exhibits          

     Any exhibits filed with the Securities and Exchange Commission will be 
supplied upon written request of Steven D. Walters, Vice President of Finance, 
Leggoons, Inc., 400 S. Lindell, Vandalia,  MO  63382.  A charge will be made 
to cover copying costs.  See Exhibit Index below.          

          
     Number                        Exhibit Description
                                    
     
       3.1          Leggoons, Inc. Articles of Incorporation and Amendments, 
                    incorporated by reference to Exhibit 3.1 of Leggoons, 
                    Inc. Registration Statement on Form S-1 filed on October 
                    28, 1993.

       3.2          Leggoons, Inc. Bylaws Amended, incorporated by reference 
                    to Exhibit 3.2 of Leggoons, Inc. Registration Statement 
                    on Form S-1 filed on October 28, 1993.

       4.2          Class A Warrant Agreement, incorporated by reference to 
                    Exhibit 4.2 of Leggoons, Inc. Registration Statement on 
                    Form S-1 filed on October 28, 1993.

      10.1          Assignment for Benefit of Creditors, incorporated by 
                    reference to Exhibit 10.1 of Leggoons, Inc., Form 8-K 
                    filed on June 27, 1996.

                                -10-
<PAGE>
                              Leggoons, Inc.

                          Financial Statements

                 Years Ended August 31, 1996 and 1995



















<PAGE>
                              Leggoons, Inc.

                          Financial Statements

                 Years Ended August 31, 1996 and 1995





 Independent Auditors' Report                                     F-2

Financial Statements
         Balance sheet                                            F-3
         Statements of operations                                 F-4
      Statements of stockholders' equity (deficit)                F-5
         Statements of cash flows                              F-6 - F-7
         Summary of accounting policies                           F-8
      Notes to financial statements                            F-9 - F-12












<PAGE>
Independent Auditors' Report



The Board of Directors
Leggoons, Inc.
Vandalia, Missouri

We have audited the accompanying balance sheet of Leggoons, Inc. as of August
31, 1996, and the related statements of operations, stockholders' equity 
(deficit) and cash flows for the years ended August 31, 1996 and 1995.  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 
presentation of the financial statements.  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 financial position of Leggoons, Inc. as of August 
31, 1996 and 1995, and the results of its operations and its cash flows for 
the years then ended, in conformity with generally accepted accounting 
principles.  Also, our opinion presents fairly, in all material respects, the
information set forth therein.

The accompanying financial statements have been prepared assuming that the 
Company will continue as a going concern.  As discussed in Notes 2 and 3 to 
the financial statements, the Company discontinued its apparel operations and
disposed of all its assets and liabilities as of June 12, 1996.  These 
matters raise substantial doubt about the Company's ability to continue as a 
going concern.  Management's plans in regard to these matters are described 
in Note 7.  The financial statements do not include any adjustments that 
might result from the outcome of this uncertainty.



St. Louis, Missouri
December 17, 1996

<PAGE>

                              Leggoons, Inc.
                              Balance Sheet
<TABLE>
<CAPTION>
 August 31,1996
----------------------------------------------------------------------------
<S>                                                            <C>
Assets

 Total Assets                                                   $        -  
============================================================================


Liabilities and Stockholders' Deficit
Current
      Due to stockholder                                         $    8,188
      Accounts payable                                               12,339
----------------------------------------------------------------------------
 Total Liabilities                                                   20,527
----------------------------------------------------------------------------

Commitments and Contingencies (Notes 7 and 10)

Stockholders' Deficit (Notes 3, 5 and 6)
     Preferred stock, $.01 par value - shares authorized, 
   5,000,000; no shares issued and outstanding                            -  
     Common stock, $.01 par value - shares authorized, 
   10,000,000; issued and outstanding, 2,787,000                     27,870
      Additional paid-in capital                                  3,522,792
----------------------------------------------------------------------------
      Accumulated deficit                                        (3,571,189)
----------------------------------------------------------------------------
 Total Stockholders' Deficit                                        (20,527)
============================================================================

 Total Liabilities and Stockholders' Deficit                     $        -  
</TABLE>

See accompanying summary of accounting policies and notes to financial 
statements.
                                   F-3
<PAGE>
                              Leggoons, Inc.
                          Statements of Operations
<TABLE>
<CAPTION>
  Years Ended August 31,                                 1996        1995
----------------------------------------------------------------------------
<S>                                                <C>         <C>
 General and Administrative Expenses                $ 128,920   $    47,706
----------------------------------------------------------------------------
  Loss from Continuing Operations                     (128,920)     (47,706)


Discontinued Operations (Note 2)
       Loss from discontinued apparel operations      (259,302)  (1,359,277)
     Loss on disposal of apparel operations, 
     including provision for operating losses 
     during the phaseout period                       (469,174)           -  
----------------------------------------------------------------------------
  Loss from Discontinued Operations                   (728,476)  (1,359,277)
============================================================================

  Net Loss                                           $(857,396) $(1,406,983)
============================================================================


  Net Loss per Common Share                          $     (.31)$      (.51)
============================================================================


Weighted Average Number of Common Shares
       Outstanding                                     2,787,000   2,734,500



</TABLE>
See accompanying summary of accounting policies and notes to financial
statements.
                                   F-4
<PAGE>
                              Leggoons, Inc.
                Statements of Stockholders' Equity (Deficit)    
<TABLE>
<CAPTION>
     Common stock
     ------------                                             AdditionalTotal 
               Number    Par   Preferred   paid-in Accumulated  stockholders'
             of shares  value    stock     capital  deficit   equity (deficit)
             ---------  -----   -------    ------- ---------- ----------------
<S>      <C>       <C>       <C>      <C>         <C>             <C>
Balance 
at Sept.
1, 1994   2,647,000 $26,470   $   -    $2,251,470  $(1,306,810)     $ 971,130

Issuance 
of 
140,000 
shares of 
common 
stock on
January 
13, 1995 
at $1.00 
per share 
(Note 6)    140,000   1,400        -       138,600           -        140,000
-----------------------------------------------------------------------------
Net loss          -       -        -             -  (1,406,983)    (1,406,983)

Balance 
at Aug.
31, 1995  2,787,000  27,870        -      2,390,070 (2,713,793)      (295,853)

Capital 
contri-
bution 
as a 
result 
of 
Assign-
ment
for 
Benefit 
of 
Creditors 
(Note 3)          -       -        -      1,132,722          -      1,132,722
-----------------------------------------------------------------------------
Net loss          -       -        -              -   (857,396)      (857,396)
=============================================================================

Balance 
at Aug.
31, 1996 2,787,000  $27,870  $     -     $3,522,792 $(3,571,189)   $  (20,527)
</TABLE>

See accompanying summary of accounting policies and notes to financial
statements.
                                   F-5
<PAGE>
                               Leggoons, Inc.
                         Statement of Cash Flows
<TABLE>
<CAPTION>

  Years Ended August 31,                                 1996         1995
----------------------------------------------------------------------------
<S>                                                <C>         <C>
Operating Activities
     Continuing operations:
        Net loss                                    $(128,920)  $  (47,706)
     Changes in assets and liabilities:
----------------------------------------------------------------------------
       Accounts payable                                 6,377        4,962
----------------------------------------------------------------------------
       Cash used in continuing operations            (122,543)     (42,744)

     Discontinued operations:
        Net loss                                     (728,476)  (1,359,277)
     Adjustments to reconcile net loss to net cash 
     provided by(used in) discontinued operations:
       Depreciation and amortization                  101,620      139,615
      Loss on disposal of equipment                         -        5,117
       Allowance for doubtful accounts receivable     (10,000)     (20,000)
       Loss (gain) on investment in partnership       111,940       (4,985)
     Changes in assets and liabilities:
       Accounts receivable                             21,550      432,339
       Inventories                                    423,626      646,028
       Deferred charges                               145,218      190,275
       Prepaid expenses                                89,233      (24,160)
----------------------------------------------------------------------------
       Accounts payable                              (245,393)      18,124
----------------------------------------------------------------------------
       Accrued expenses                               131,017      (21,838)
----------------------------------------------------------------------------
       Cash provided by discontinued operations        40,335        1,238

  Cash Used in Operating Activities                   (82,208)     (41,506)
----------------------------------------------------------------------------
Investing Activities
     Discontinued operations:
       Decrease in other assets                             -          909
       Distributions from partnership                       -       38,567

  Cash Provided by Investing Activities                     -       39,476
</TABLE>
See accompanying summary of accounting policies and notes to financial
statements.
                                   F-6
<PAGE>
                              Leggoons, Inc.
                        Statements of Cash Flows
<TABLE>
<CAPTION>
<S>                                               <C>          <C>
Financing Activities
     Continuing operations:
     Proceeds from additional borrowings from 
      stockholder                                    41,354              -  

       Cash provided by continuing operations        41,354              -  
</TABLE>
























See accompanying summary of accounting policies and notes to financial 
statements.
                                  F-7
<PAGE>
                               Leggoons, Inc.
                          Statements of Cash Flows
<TABLE>
<CAPTION>
  Years Ended August 31,                                    1996       1995
----------------------------------------------------------------------------
<S>                                                   <C>           <C>
     Discontinued operations:
       Checks issued against future deposits                   -     (28,512)
       Net payments on note payable to bank             (160,439)    (26,447)
       Payments on long-term debt                        (40,903)    (92,173)
       Payments on note payable to stockholder                 -     (46,446)
     Proceeds from additional borrowings from 
      stockholder                                        259,969     205,489
     Cash transferred under Assignment for 
      Benefit of Creditors                               (27,654)          -  
----------------------------------------------------------------------------
       Cash provided by discontinued operations           30,973      11,911
----------------------------------------------------------------------------
  Cash Provided by Financing Activities                   72,327      11,911
----------------------------------------------------------------------------
  Net Increase (Decrease) in Cash                         (9,881)      9,881
============================================================================
  Cash at Beginning of Year                                9,881           -  

  Cash at End of Year                                    $     -    $  9,881












</TABLE>
See accompanying summary of accounting policies and notes to financial 
statements.
                                  F-8
<PAGE>
                             Leggoons, Inc.
                    Summary of Accounting Policies                      

Earnings (Loss) per Common Share
-------------------------------
Net earnings (loss) per common share is computed using the weighted average 
number of common and common equivalent shares outstanding during the period. 
Shares issuable pursuant to outstanding stock warrants have been excluded 
from the computation as the effect is antidilutive.  Fully diluted net loss 
per share for all periods presented is not materially different from primary 
net loss per share.

Income Taxes
------------
Deferred income taxes are recognized for temporary differences between the 
bases of assets and liabilities for financial statement and income tax 
purposes.  If it is more likely than not that some portion of a deferred tax 
asset will not be realized, a valuation allowance is recorded.

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 revenue and expenses during the reporting period.  
Actual results could differ from those estimates.












                                   F-9
<PAGE>
                               Leggoons, Inc.
                        Notes to Financial Statements

I. Nature of Operations
-----------------------
The Company has historically been a manufacturer of sports and leisure wear 
clothing primarily for boys.  Sales were to retailers nationwide with 
emphasis in the Eastern United States.  The Company has been operating as a 
shell corporation since the disposition of all its assets and liabilities.


2. Discontinued Operations
--------------------------
On January 19, 1996, the Company adopted a formal plan to discontinue the 
designing, selling, manufacturing and distribution of its apparel products.  
As part of such plan, the Company discontinued production on April 30, 1996 
and culminated with the Assignment for Benefit of Creditors on June 12, 1996 
(Note 3).

The loss from operations of this discontinued business was $259,302 and the 
loss on disposal including operating losses during the period January 19, 
1996 to June 12, 1996 were $469,174.  Sales for this discontinued business 
were $1,013,926 and $2,260,872 for the years ended August 31, 1996 and 1995, 
respectively.

The Company's 1995 financial statements have been reclassified to conform 
with the 1996 presentation.

3. Disposition of Assets and Liabilities
----------------------------------------
On June 12, 1996, the Company transferred all of its assets and liabilities 
to a third party assignee, under an "Assignment for Benefit of Creditors."  
An Assignment is a business liquidation device available as an alternative to
bankruptcy.  The third party assignee, a Nebraska corporation, also named 
Leggoons, Inc. (the Assignee), will be required to property, timely and 
orderly dispose of all remaining assets for the benefit of creditors.  The 
Company will continue to maintain its status as a shell corporation.  The 
approximate book values of all assets and liabilities transferred on June 12,
1996 are as follows:








                                  F-10
<PAGE>
                            Leggoons, Inc.
                     Notes to Financial Statements
<TABLE>
<CAPTION>
                                                                  Assets  
                                                               (liabilities)
----------------------------------------------------------------------------
<S>                                                             <C>
 Cash                                                            $    27,654
Accounts receivable, less allowance for doubtful
      accounts                                                       204,567
 Inventories                                                         130,670
Property, plant and equipment, less accumulated
      depreciation                                                    80,929
 Trademark, less accumulated amortization                            210,440
 Notes payable to banks                                             (518,836)
 Notes payable to stockholder                                       (755,510)
 Accounts payable                                                   (293,586)
 Accrued expenses                                                   (213,537)
 Bank overdraft                                                       (5,513)
-----------------------------------------------------------------------------
 Net liabilities transferred                                     $(1,132,722)
=============================================================================
</TABLE>

The net liabilities as of June 12, 1996 were removed from the Company's 
financial statements by a corresponding credit to additional paid-in capital 
of $1,132,722.

There was minimal financial activity of the Assignee for the period June 13, 
1996 to August 31, 1996.

4. Income Taxes
---------------
The Company has fully reserved the tax benefits arising from unused net 
operating carryforwards of approximately $2,770,000 at August 31, 1996.  The 
unused net operating losses expire in various amounts from 2009 to 2011.

The components of deferred tax assets consist of the following at August 31, 
1996:
----------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                                            <C>
Deferred tax assets:
      Net operating loss carryforwards                          $1,080,300
      Other                                                          4,900
----------------------------------------------------------------------------
 Total gross deferred tax assets                                 1,085,200
 Less valuation reserve                                          1,085,200
                                                                $        -  
</TABLE>



The change in the valuation allowance for deferred tax assets was an increase
of $68,515 for the year ended August 31, 1996.


                                   F-11
<PAGE>
                             Leggoons, Inc.
                      Notes to Financial Statements
5. Common Stock Warrants
------------------------
The Company has outstanding warrants to purchase approximately 900,000 shares
of common stock.  The warrants are exercisable at $3.75 per share and expire 
on November 18, 1997.  The warrants are callable in total by the Company 
after November 18, 1994 at a redemption price of $.05 per warrant upon 60 
days prior notice if the common stock has traded above $3.75 for at least 20 
out of the 30 trading days preceding the date of the notice of redemption.

6. Stockholders' Equity (Deficit)
---------------------------------
On January 13, 1995, the Company's principal stockholder forgave $140,000 of 
debt owed to him by the Company in exchange for 140,000 shares of common 
stock of the Company.

7. Plan of Operations
---------------------
The Company is currently satisfying its cash requirements by obtaining 
advances from its principal stockholder, James S. Clinton.  Mr. Clinton is 
also the President and a member of the Board of Directors of the Company.  
Mr. Clinton had advised the Company that he will continue to provide cash 
advances for operations for at least the next 12 months.

8. Fourth Quarter Adjustments
-----------------------------
In the fourth quarter of 1995, the Company recorded adjustments which 
increased its net loss by approximately $380,000.  These adjustments included
a $280,000 increase in reserve for inventory obsolescence and $100,000 
amortization of deferred production costs.

9. Supplemental Cash Flow Information
-------------------------------------
The Company paid $43,382 and $104,823 for interest for the years ended August
31, 1996 and 1995, respectively.


                                  F-12
<PAGE>
                              Leggoons, Inc.
                     Notes to Financial Statements

The following summarizes noncash investing and financing transactions:
<TABLE>
<CAPTION>
 Year Ended August 31,                                          1996
---------------------------------------------------------------------------
<S>                                                           <C>
Transfer of assets and liabilities under
  Assignment for Benefit of Creditors (Note 3)                 $1,132,722
==========================================================================
 Year Ended August 31,                                            1995
--------------------------------------------------------------------------
Issuance of 140,000 shares of common stock 
to the Company's principal stockholder in 
payment of $140,000 of debt owed him 
  (Note 6)                                                       $140,000
Transfer of fixed assets and inventory with 
a market value of $56,814 to the Company's 
principal stockholder in payment of $56,814 
  of debt owed him                                                $56,814
==========================================================================
</TABLE>

10. Subsequent Event
--------------------
The Company has concluded settlement negotiations of a dispute with 
Infinitron Investments International, Inc. (Infinitron), who, under a Stock 
Acquisition Agreement, had previously agreed to acquire the Company.  Final 
settlement documents are being circulated for signature.  Generally, under 
the terms of the settlement, the Company is to receive $510,000 in cash over 
a period of six months from Infinitron, along with 186,721 shares of common 
stock of Infinitron, which represents approximately 3% of Infinitron's 
outstanding shares of common stock on August 5, 1996.

The 186,721 shares of common stock of Infinitron will be held for the benefit
of the Company's stockholders as their "loss of the bargain" under the 
proposed merger.  The $510,000 of cash proceeds will be distributed in 
accordance with the Assignment for Benefits of Creditors.
 
 

                                   F-13
<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 on January 14, 
1997.

(Registrant)                   LEGGOONS, INC.
BY(Signature)                  /s/ James S. Clinton     
BY(Signature)                  /s/ Steven D. Walters                
(Date)                         January 14, 1997
(Name and Title)               James S. Clinton 
                               Chairman of the Board and President        
(Name and Title)               Steven D. Walters
                               Chief Financial Officer


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


BY(Signature)                      /s/ James S. Clinton  
(Date)                             January 14, 1997          
(Name and Title)                   James S. Clinton  
                                   Chairman of the Board,   
                                   President and Director               

BY(Signature)                      /s/ Larry Langston   
(Date)                             January 14, 1997          
(Name and Title)                   Larry Langston  
                                   Director   

BY(Signature)                      /s/ Steven D.Walters     
(Date)                             January 14, 1997               
(Name and Title)                   Steven D. Walters  
                                   Vice President and   
                                   Director