Trim A Lawn Corp – ‘10-12G’ on 9/2/98

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Registration of Securities (General Form)   —   Form 10
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-12G      Registration of Securities (General Form)             82    284K 

Document Table of Contents

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U.S. SECURITIES AND EXCHANGE COMMISSION         
Washington, DC 20549          

FORM 10           

General Form For Registration of Securities         
Pursuant to Section 12(b) or 12(g) of the         
Securities Exchange Act of 1934         

TRIM A LAWN CORPORATION           
------------------------------------------------------------------------        
(Exact Name of Registrant as Specified in Its Charter)            

   NEW YORK                               16-1352712
----------------------------------------          -------------------           
(State or Other Jurisdiction of                  (I.R.S. Employer       
Incorporation or Organization)                 Identification No.)    

807 BROAD STREET, UTICA, NEW YORK                                13502          
--------------------------------------------------          ----------          
(Address of Principal Executive Offices)                      (ZIP Code)        

(315) 733-3366
------------------------------------------------------------------------        
(Issuer's Telephone Number, Including Area Code)

Securities to be Registered under Section 12(b) of the Act:                     

Title of Each Class                        Name of Each Exchange on Which       
to be so Registered                      Each Class is to be Registered   
-------------------                        ------------------------------       

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

-------------------                        ------------------------------       
Securities to be Registered under Section 12(g) of the Act:                     

Common Stock                                                              
------------------------------------------------------------------------        

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

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ITEM 1 - BUSINESS                                                               

Trim-A-Lawn Corporation ("Company"), a Delaware corporation, is the surviving   
corporation in a plan of reorganization between ANova Capital Corporation, a    
Texas corporation ("ANova"), and the UnBlade Company, Inc., a New York          
Corporation ("UnBlade") in a change of state incorporation of ANova into the    
Company.  In January 1989, ANova acquired all of the assets (subject to         
liabilities) of UnBlade in exchange for common stock and then merged into the   
Company to effect a change in its state of incorporation to Delaware. Prior     
to the reorganization described above, UnBlade had permitted certain other      
parties, not presently known to the registrant, to use the name "Trim-A-        
Lawn".  Although the Company has since trademarked its name, other parties      
may be currently using the Company's name, without the Company's knowledge,     
in reliance on prior arrangements.  The executive offices of the Company are    
located at 807 Broad Street, Utica, New York 13501.                             

The Company is engaged in the design, manufacture and sale of lawn              
maintenance equipment.  The Company has received several patents (described     
more fully below) and has applied for, and anticipates receiving, certain       
other patents relating to design features of certain of its lawn maintenance    
equipment models.  The Company has commenced commercial production of three     
of its product models known as the Trim-A-Lawn Line Trimmers.                   

PRODUCTS                                                                        
The Company markets the products described below.                               

Four Wheel Walk Behind Trimmer                                                  
The Company's primary product is a patented four wheel walk behind lawn         
trimmer.  The Company sells two models powered by a Tecumseh two-cycle gas      
engine as well as a battery powered unit, which can operate for one and one-    
half hours on a single battery charge.  The battery unit is sold with a         
charger.  The trimmers may also be utilized as lawn mowers since the four       
wheel platform allows for a level and even cut. This attribute particularly     
favors owners of homes with small lawns in that the Trim-A-Lawn trimmer         
serves two purposes thereby eliminating the need for a trimmer and a mower.     

The gas-powered trimming units are lightweight, affordable, and have a          
fifteen-inch cut using either the Company's patented cutting line or patented   
replacement blades.  The walk behind trimmer is principally distinguished       
from conventional hand held trimmers because most noise and vibration is        
placed at ground level as opposed to the shoulder level height of hand-held     
trimmers.  In addition, the walk behind trimmer greatly reduces the potential   
for back strain normally associated with the hand-held trimmer.                 

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Quick Change Head for Trimmers                                                  
A patented quick change head is sold as both an optional component for both     
the gas and battery powered units as well as an aftermarket product for         
owners of Trim-A-Lawn trimmers. The quick change head was introduced for the    
1997 model year.  The significant attribute of the quick change head is that    
it utilizes a revolutionary latching system which allows an operator to         
change from a cutting blade to a cutting line in under thirty seconds.  This    
feature allows for a complete range of trimming activities and is not found     
with conventional hand held trimmers.                                           

Replacement Lines and Blades                                                    
Trim-A-Lawn has patented a highly durable triangular cutting line, which is     
used on all trimmer models.  The triangular design allows an even cut to be     
attained instead of a tearing cut occurring with the use standard round line    
frequently used on hand held trimmers.                                          

In 1996, the company developed and patented a plastic encapsulated steel        
blade.  This blade, in the view of management, has proven to be more durable    
than, and to outlast, all competitive blade products currently sold.  In        
testing it has proven to be as safe as competitive plastic blades sold on the   
market today. Further, the blade allows for trimming activities to be           
expanded to areas of heavier growth not previously able to be trimmed using a   
plastic blade.  Also, the blade has been designed to be reversible thereby      
allowing for a fresh cutting edge to be used.                                   

OPERATIONS                                                                      
All sales, manufacturing operations, and administrative functions are           
conducted principally within the United States.  Foreign sales, primarily       
to distributors in the Canadian provinces do not constitute a significant       
component of sales.                                                             

PRODUCT ASSEMBLY                                                                
The Company outsources the manufacture of major components of its products.     
The company's facility at 807 Broad Street Utica, New York is the central       
assembly and distribution point for all of its products.  The Company has       
both the operating capacity and facility size necessary to support its          
planned sales program in future periods.                                        
The company is primarily an assembler of its products, and most of the          
components are commercially available from a number of sources.  While the      
company is generally not dependent on any one supplier, the largest             
component, the engines, are obtained solely from Tecumseh. The Company          
believes that in adverse circumstances alternate engine supply arrangements     
could be made, although no assurances can be given as to availability, the      
impact on product cost, delivery, or any other terms.                           

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PATENTS                                                                         

                                                                [Download Table]
The Company has been awarded various design and utility patents for its four
wheel walk behind trimmer as well as its cutting head systems, lines and    
blades.  Significant U.S. patents, trademarks & applications include:       

                                                 Patent        Patent       
Trimmer On Wheels Patents                        Date          Number       
                                                                            
Utility patent for a power line trimmer on        1/23/90      4,894,980    
wheels in which the line extends beyond the       3/20/90      4,909,024    
deck                                             10/16/90      4,962,635    

Design patent for a power line trimmer on wheels  7/17/90        309,311    

Utility patent for power line trimmer on wheels   7/09/91      1,285,774    
                                                               (Canadian)   
Battery powered trimmers/mower with battery      12/17/96      5,584,723    
pack drop load capability.                                                  

Cutting Head Patents                                                        

Triangular shaped cutting line                     3/6/90      4,905,465    
Cutting head used on the line trimmer on wheels   9/17/91      5,048,278    
Cutting head using line and plastic blades        2/20/96      5,491,962    

Blades                                                                      

Plastic blades with metal edge                    2/20/96      5,491,962    

Trademarks                                                                  

Trademark - "Trim-A-Lawn"                        11/15/88      1,512,348    
Trademark - "Aeroline"                            7/14/98      2,172,725    
Trademark - "ElecTrim"                            6/15/93      1,777,022    

Patent Applications                                                         

Injection molded cutting line                     4/28/97      #6631        
The quick-change cutting head                     5/23/97      #6635        

Trademark Applications                                                      

Weed Blaster - (Name for blades)                  6/03/96      R-3223       
Weed Master - (Head & Blade)                      9/10/96      R-3224       
Easy Trim                                         3/24/98      R-3841       

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SEASONALITY                                                                     
Historically, the domestic outdoor power equipment segment of the lawn and      
garden industry has a retail sales season which starts April 1 and ends         
between July 31 and August 15.  Accordingly, orders are usually received in     
the fourth quarter of a calendar year with delivery times for initial orders    
ranging from the fourth quarter to the first quarter of the succeeding          
period.                                                                         

The Company is actively seeking to enter international markets, which would     
provide contra-seasonal sales in order to balance the domestic sales cycle.     
The company's products have a very low labor content. Also, the American made   
Tecumseh two cycle gas engine used on the company's trimmer products is less    
expensive than foreign two cycle gas engines of similar capability, making      
the Company's trimmer products competitive in most foreign markets.             

MARKETING AND DISTRIBUTION                                                      
The Company presently sells through various channels (see below) to the         
retail consumer market.  In 1997, the Company sold 2,500 trimmers in what has   
been estimated to be a total market of 4.5 million hand held trimmers in the    
United States.                                                                  

The primary end-user market for the Company's products is a middle-age          
homeowner who performs his (her) own lawn maintenance and is experiencing       
frustration with existing products due to broken blades, tangled cutting line   
and misfeeding from the automatic line feeding heads.  The targeted market      
segment is also believed to be sensitive to the benefit of pushing a trimming   
device instead of carrying one.                                                 

Trim-A-Lawn sells its products through the following channels.                  

Mass Merchandisers                                                              
The Company currently sells to TruServ Corporation, Ace Hardware, WalMart,      
Hechinger's/Builders' Square and other regional mass merchandisers throughout   
the country.                                                                    

Specialty Distributors                                                          
Distributors sell to independent outdoor power equipment dealers. The Company   
has a distributor base, which provides sales coverage to this group of          
retailers.                                                                      

Dealer Direct                                                                   
As a component of the marketing to independent outdoor power equipment          
dealers, dealer direct programs are also utilized.                              

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Consumer Direct                                                                 
Consumer direct programs using television and print media have been             
implemented.                                                                    

Original Equipment Manufacturers                                                
The introduction of the new patented blade products has provided                
opportunities for sales to manufacturers of outdoor power equipment who were    
previously restricted to the use of cutting line products.                      

Private Labeling                                                                
The Company markets certain of its models of walk-behind trimmers under         
private labels.                                                                 

All sales and marketing efforts are being augmented by a national television    
advertising campaign conducted on major cable networks in the first and         
second quarters of calendar 1998.                                               

COMPETITION                                                                     
The Company competes in an industry, which is marked by intense competition.    
Many of the Company's direct competitors are financially stronger than the      
Company.  Competition for the Company's trimmer products are the existing       
manufacturers of hand held trimmers as well as manufacturers of "two-           
wheel" walk behind trimmers.  These walk behind trimmers are marketed           
principally by Country Home Products Inc., Troybilt and other smaller           
manufacturers.  Each of these competitors price their products substantially    
higher than the Company's trimmers.  The Country Home Products Inc. trimmer     
is only sold consumer direct, while the Troybilt unit can be found in mass      
merchandisers and other retail outlets.                                         

It is expected that the walk behind trimmer market will expand with a           
corresponding decrease in the market of hand held trimmers.  This change is     
believed likely because of a combination of factors including physical strain   
in an aging population, a trend toward smaller lawns, improved (level)          
cutting ability, and a shift from two-cycle to four-cycle engine design;        
however, there is no assurance that such will be the case.                      

RESEARCH AND DEVELOPMENT                                                        
The company continues to improve its trimmer, blade and line products.          

In the spring 1999, the Company plans to introduce a patented drop load         
trimmer / mower.  The lawn mower replacement cutting head will utilize          
patented flail blade technology to introduce a safer alternative to existing    
steel lawn mower blades.                                                        

In calendar 1999, the Company also plans to introduce a leaf blower             
attachment for the gas trimmer, which allows for the dual use of the trimmer    
chassis.                                                                        

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The drop load technology described above allows for the quick charge of a       
replacement battery thereby affording an operator the ability for continuous    
use of the trimmer without delay for recharge.  This feature is expected to     
be attractive to commercial landscape professionals who routinely use these     
devices for extended periods as opposed to a homeowner who may trim for         
periods of short duration.                                                      

ITEM 2 - FINANCIAL INFORMATION                                                  

FORWARD LOOKING INFORMATION                                                     

Forward looking statements and assertions involve risks and uncertainties.      
These uncertainties include factors that affect all businesses as well as       
those specific to the company in the markets it serves. Particular risks and    
uncertainties facing the company at present include changes in the purchasing   
practices of mass merchandisers, distributors and consumers. In addition        
there are always risks relating to the inability of vendors to supply           
critical parts on a timely basis.                                               

The company is also subject to risks and uncertainties facing its industry in   
general, including changes in business and the economy in domestic markets,     
weather conditions affecting demand, lack of growth in the company's markets,   
actions of competitors and the ability to sell both new an existing products    
profitably.                                                                     

The company wishes to caution readers not to place undue reliance on any        
forward looking statement and to recognize that such statements are not         
predictions of actual future results.  Actual results could differ materially   
from those anticipated in the forward looking statements and from historical    
results, as a result of the risks and uncertainties described, as well as       
others not now anticipated.                                                     

The company undertakes no obligation to update any forward looking statement    
to reflect events or circumstances after the date on which such statement is    
made, or to reflect the occurrence of unanticipated events.                     

Statements that are not historical are forward looking.  When used on behalf    
of the company, the words expect, anticipate, estimate, believe, intend and     
similar expressions generally identify forward looking statements.              

LIQUIDITY                                                                       

The Company has experienced significant liquidity constraints for the past      
several years, which have had the effect of inhibiting product development,     
operations, and marketing.                                                      

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The company began calendar 1997 with a liquidity deficiency, which if left      
unremedied would have cast doubt as to whether the company would be able to     
continue in business.  Cash flows from operations were not sufficient to meet   
operating needs in light of the depressed sales together with a strategic       
commitment to launch an aggressive marketing plan.  The liquidity problems      
were addressed by the Company and significantly reduced in the fourth quarter   
of 1997 through a sale of common stock, an increase in debt financing and the   
conversion of certain debt to equity.  Continued funding from equity sources    
as well as increased debt funding is expected to be necessary in 1998 until     
such time as internally generated cash is sufficient to sustain continued       
operations.                                                                     

RESULTS OF OPERATIONS                                                           

For the quarters ended March 31, 1997 and June 30, 1997, the consolidated       
results of operations were net losses of $144,296 and $346,237 on sales of      
$305,094 and $665,912, respectively                                             

In contrast, for the quarters ended March 31, 1998 and June 30, 1998, the       
consolidated results of operations yielded net income of $10,611 and            
$105,064 on sales of $1,035,866 and $1,014,251, respectively.                   

Despite the generally improved results for 1998 described above, the Company    
continued to experience degradation of its consolidated net income as a result  
of continued unprofitable operations of its majority-owned subsidiary, EKI.     
EKI's cost structure relative to its sales was the key factor in these overall  
results.  In the first quarter of 1998, the Company would have reported net     
income of $105,609 absent the $94,998 loss from EKI included in the consol-     
idated results.  For the first six months, the Company would have reported net  
income of $210,673 absent the first quarter EKI loss.  Accordingly, the Company 
sought to sell its ownership interest in EKI and, in the second quarter 1998,   
accomplished this sale (as more fully described in Note 14 to the 1997 fin-     
ancial statements).  Prospectively, the Company anticipates the sale of the     
interest in EKI will have a substantial positive effect on earnings, cash       
flow,  and overall operating results.                                           

The significant growth in net income and sales from 1997 to 1998 is the         
result of the Company's expansion of sales to mass merchandisers supported      
by a national television advertising program utilizing all major cable          
networks.                                                                       

All expenses other than the marketing and advertising were relatively           
consistent for the 1997 and 1998 periods.                                       

In 1997 sales levels were not sufficient to meet the fixed costs of             
operations and administration, and negatively impacted the Company's cash       
flow and liquidity.  Overall consolidated sales for 1997 were $1,141,564-       
compared to $1,267,366 for 1996.                                                

The net loss for 1997 amounting to $1,716,680 included one time charges         
aggregating $1.1 million for non-recurring expenses related to writeoff of      
organization costs, goodwill and subisidiary software development costs.        

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Exclusive of the one-time charges, all other areas of expense remained          
consistent with calendar year 1996.                                             

These expense increases were necessary to prepare the company for the planned   
growth in 1998.                                                                 

In 1995, the company recorded a net loss of $271,401 on sales of $699,913.      
The Company's core operations (i.e. trimmer equipment) were consistent          
between 1996 and 1995 in sales, expenses and substantially all operating        
respects.  The variation in the financial statements between years primarily    
reflects the consolidation of Electronic Kourseware Interactive ("EKI"), a      
subsidiary acquired in 1996.  (EKI was sold in 1998.)                           

The Company has been successful, principally through a large-scale              
advertising campaign, in gaining commitments from national retail chains to     
purchase the Company's products.  This advertising was purchased through the    
issuance of common stock, as more fully described in Note 2 of the 1997         
financial statements (following).  This has resulted in a marked increase in    
sales in the first quarter of 1998.                                             

Accordingly, with an increase in equity capital (see Liquidity, above) and      
the Company's marketing campaign, the Company has positioned itself to          
support a multi-million dollar sales program calendar 1998.  If successful in   
its marketing efforts, the Company can significantly reduce its debt by the     
end of 1998.                                                                    

Inflation was not a factor influencing operations in 1997.                      

USE OF CAPITAL                                                                  

In 1998 and in 1997, commitments for capital expenditures were not              
significant with the primary costs related to tooling for new products as       
well as engineering fees for product design.                                    

During 1997, the company committed to certain tooling expenses for the          
production of its trimmer and quick change head. It is not expected that any    
significant tooling or product development costs will be required in 1998.      

New product development will result in the introduction in 1999 and 2000 of     
an entire family of battery powered lawn care devices including trimmers and    
edgers and related products.                                                    

Additionally, the company was required to provide cash to support the           
operations of its majority owned subsidiary.  With the sale of the subsidiary   
in 1998 the potential for an ongoing responsibility of this nature has been     
eliminated.                                                                     

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YEAR 2000 ISSUES                                                                
Management believes that there will be no impact to its business relating to    
information processing issues surrounding the advent of the year                
2000.However, if the necessary modifications and conversion are not completed   
on a timely basis by the Company's suppliers, it is possible that year 2000     
compliance may have a material impact on the operations of the company.         

Quantitative and Qualitative Disclosures About Market Risk.                     
None                                                                            

SUMMARY                                                                         

In 1998, the Company expects its unconsolidated core business to generate in    
excess of $3.0 million in sales (which is a substantial increase over 1997)     
with earnings in the range of $300 thousand.  The Company is also pursuing      
additional debt and equity financing in an aggregate amount up to $2 million.   
Together, these are expected to have a favorable impact on the Company's        
balance sheet and long-term liquidity.                                          

ITEM 3 - PROPERTIES                                                             

The executive offices and assembly facilities are in 30,000 square feet of      
leased premises located at 807 Broad Street, Utica, New York 13501, and         
management believes that its current facilities are sufficient for current      
and foreseeable production needs.                                               

ITEM 4 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT         

(a) Security ownership of certain beneficial owners.                            

Name and          Amount and                
     Address of        Nature of               Percent
Title of class    Beneficial Owner  Beneficial Ownership    of Class            

Common Stock    Kentfield Group, LTD.   2,650,000 Shares     19.89%             
541 Capitola Rd.                                
Suite 200                                       
Santa Cruz, CA  95062                           

Common Stock    Boyd Schenk             1,102,357 Shares      8.27%             
444 North Michigan Ave.                         
Suite 2900                                      
Chicago, IL  60611                              

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(b) Security ownership of management.                                           

Name and          Amount and                
     Address of        Nature of               Percent
Title of class    Beneficial Owner  Beneficial Ownership    of Class            

Common Stock   Dallas W. Jones          1,323,069 Shares      9.93%             
3 White Pine Road                                 
New Hartford, NY  13413                           

Common Stock   Robert J. Salluzzo         752,167 Shares      5.65%             
204 South William St.                             
Johnstown, NY  12095                              

(c) Changes in control.                                                         
No such arrangements are known to the registrant.                       

ITEM 5 - DIRECTORS AND EXECUTIVE OFFICERS                                       

The list below identifies those persons deemed to be executive officers of      
the company, discloses their age and position with the company as of June 30,   
1998 and positions held by them during the last five years.  Officers are       
elected or appointed annually.                                                  

Name, Age and Position with   Business Experience During the Last               
the Company                   Five Years                                
---------------------------   --------------------------------------            
Dallas Jones, 56, President     President, Trim A Lawn Corporation              
   1992 to present

Robert J. Salluzzo, C.P.A.,     Trim A Lawn Corporation, 1994 to                
51, Director of Finance         present                                     
            Independent Certified Public
         Accountant, 1992-1994

Richard P. Nadeau, 48,          President, Nadeau Designs, 1992 to              
Secretary                       present                                     

Stephen B. Frost, 62,           Trim A Lawn Corporation, 1995 to                
Director of Marketing           present                                     
              Frost Company, Inc., 1992-1995

Al Pacunas, 55, Director        Trim A Lawn Corporation, 1995 to                
of Sales                        present                                     
              Tecumseh Products, 1992 - 1995

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Antone Clark, 44,               Trim A Lawn Corporation, 1995 to                
Administration Manager          present                                     
                 National Federation of Ind. Bus.,
1992-1995   

Robert G. Buck, 36, Director    Trim A Lawn Corporation, 1997 to                
of Production Operations        present                                     
Incom, 1997     
   Met Life, 1996-1997
                     RG Buck Heating & Electric, 1992-1996

Directors of the Corporation are as follows.                                    

Individual                       Office                                         
------------------------        ------------------------                        
Dallas W. Jones                  President/Director                             

Richard P. Nadeau                Secretary/Director                             

Robert J. Salluzzo               Treasurer/Director                             

ITEM 6 - EXECUTIVE COMPENSATION                                                 

No officer or director of company received more than $100,000 in any year       
since the Company's inception.  The four highest compensated officers           
(including the Chief Executive Officer) comprising senior management received   
less than $225 thousand in the aggregate for the year ended December 31,        
1997.                                                                           

No officer or director has been granted an employment contract or been          
provided a future benefit to be received upon separation from service with      
the Company.                                                                    

Members of the Board of Directors do not receive compensation for their         
services.                                                                       

ITEM 7 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                         

The Continental Marketing Group LLC (CMG) is a shareholder in the Company.      
The Company had previously contracted with CMG for marketing services,          
however, all contractual relationships for these services were terminated as    
of December 31, 1995. However the Company remains a contingent guarantor for    
certain of CMG's debt and has assumed $30,000 of debt on behalf of CMG.  This   
is amount is reflected as a receivable at December 31, 1997.                    

There are no other relationships or transactions with related parties.          

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ITEM 8 - LEGAL PROCEEDINGS                                                      

In 1996, the Company eliminated one of its engine manufacturers because of      
engine related performance problems.  As a consequence, in 1997 the Company     
was sued in the Supreme Court of Onondaga County, New York for $140,000 by      
the former vendor who had provided engines to the Company for use in its        
products.  The action alleges that the Company failed to make payments to the   
former vendor for engines pursuant to an agreement between the parties.         

The Company believes it has meritorious defenses and disputes the claim. The    
litigation is at an early stage and, while it is not possible to predict the    
outcome, the Company is vigorously defending itself in this action.  Also, in   
response, the Company has counter-sued the former vendor for a substantially    
greater amount citing the former vendor's negligence and faulty product         
manufacture related to the subject engines, which resulted in significant       
losses to the Company.                                                          

ITEM 9 - MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND    
RELATED STOCKHOLDER MATTERS                                                     

At June 30, 1998 the Company's common stock was approved for listing on the     
OTC Electronic bulletin board.  Prior to that date the stock was traded on an   
unsolicited basis at varying prices. The most recent bid information for 1997   
(1996 data is not readily available) is reflected below (such over-the-         
counter market quotations reflect inter-dealer prices, without retail markup,   
markdown or commission and may not necessarily represent actual                 
transactions).                                                                  

1997                   High      Low                                            
First Quarter          $5.00     $1.00                                          
Second Quarter         $6.00     $ .25                                          
Third Quarter          $6.50     $1.00                                          
Fourth Quarter         $1.13     $ .25                                          

1998                   High      Low                                            
First Quarter          $ .50     $ .11                                          
Second Quarter         $ .75     $ .11                                          

The company has not paid any dividends to date.  The Company's current policy   
is to utilize any earnings and cash flow to facilitate the growth and           
expansion of its operations.  In making future dividend decisions, the          
Company's Board of Directors will evaluate, along with standard business        
considerations, the financial condition of the Company, the degree of           
competitive pressure on prices for the Company's products, the level of         
available cash flow and other strategic considerations.                         

At June 30, 1998, there were 232 holders of the Company's Common Stock.         

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ITEM 10 - RECENT SALES OF UNREGISTERED SECURITIES                               

In 1996, the Company accomplished a one-for-three reverse stock split.          
The number of common shares in all transactions prior to the reverse            
stock split described in this Item 10 have been reclassified for clarity        
and comparative purposes.                                                       

Recent sales of the Company's Stock comprise the following:                     

JANUARY 1, 1998 - JUNE 30, 1998:                                                

During 1998, the Company sold an aggregate 586,800 shares of common stock for   
cash to private and corporate investors.  The Company received approximately    
$300 thousand, which has been used principally to fund the new product          
development and patent applications.  The Company sold the shares of common     
stock in reliance on an exemption from registration contained in Rule 504 of    
Regulation D of the Securities Act of 1933, as amended ("Rule 504").            

During 1998, the Company also sold 1,700,000 shares of its common stock to a    
single corporate investor.  The Company received approximately $835 thousand,   
which has been used principally to fund the working capital needs of the        
Company.  The Company sold the shares of common stock in a non-public           
transaction in reliance on section 4(2) of the Securities Act of 1933, as       
amended.                                                                        

In April 1998, the Company issued a total of 150,000 shares of common           
stock in the course of converting preexisting debt amounting to $75 thousand    
to equity.  No proceeds were received in this transaction, and the Company      
issued the shares in a non-public transaction in reliance on section 4(2)       
of the Securities Act of 1933, as amended.                                      

During 1998, the also Company issued 136,000 shares of its restricted common    
stock to vendors in consideration for goods and services rendered. No proceeds  
were received in this transaction, and the Company issued these shares in non-  
public transactions in reliance on section 4(2) of the Securities Act of 1933,  
as amended.                                                                     

In February 1998, the Company issued 810,000 shares of its common stock         
to employees. The Company issued these shares in non-public transactions        
in reliance on rule 701 under the Securities Act of 1933, as amended.           

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CALENDAR YEAR 1997:                                                             

During the period from June to December 1997, the Company sold an               
aggregate of 870,000 shares of common stock to individual and corporate         
private investors.  The Company received approximately $435 thousand in         
aggregate cash proceeds, which has been used principally to fund the            
Company's product development, growth and operations.  The Company sold         
the shares in reliance on an exemption from registration contained in           
Rule 504.                                                                       

During the period from August to December 1997 the Company sold an              
aggregate of 800,000 shares of Common Stock to a single corporate investor.     
The Company received approximately $400,000 in cash proceeds, which were        
used to fund the Company's marketing and advertising development.  The          
Company issued these shares in non-public transactions in reliance on           
Section 4(2) of the Securities Act of 1933, as amended.                         

During calendar 1997, the Company issued an aggregate 609,824 shares of         
its common stock in the course of converting certain of its long-term           
debt to equity.  There were no additional proceeds to the Company; the          
aggregate amount of debt that was eliminated totaled $169,912.  The             
Company issued these shares in non-public transactions in reliance on           
Section 4(2) of the 1933 Securities Act, as amended.                            

During Calendar 1997, the Company issued an aggregate 1,626,176 shares to       
certain of Company's vendors for services. No proceeds were received in this    
transaction, and the The Company issued these shares in non-public transactions 
in reliance on Section 4(2) of the 1933 Securities Act, as amended.             

CALENDAR YEAR 1996:                                                             

During 1996 the Company issued 300,000 shares of Common Stock and 100,000       
shares of Preferred Stock in exchange for the intellectual and operating        
assets of a software development corporation.  This transaction was             
completed in a tax-free exchange utilizing the issuer's subsidiary.             
(Refer to the notes to the attached financial statements for the year           
ended December 31, 1996.)  The subsidiary was sold in 1998.  The issuance       
was made in reliance on section 4(2) of the Securities Act of 1933, as          
amended.                                                                        

During the calendar 1996 the Company issued an aggregate 135,825 shares of      
its Common Stock in the course of converting certain of its long-term debt      
to equity.  There were no cash proceeds to the Company.  The total              
debt eliminated amounted to $135,825.  The Company issued these shares in       
reliance on Section 4(2) of the Securities Act of 1933, as amended.             

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During calendar 1996, the Company issued 119,000 shares of Common Stock in      
consideration for services rendered to the Company.  The Company issued these   
shares in non-public transactions in reliance on Section 4(2) of the Securities 
Act of 1933, as amended.                                                        

During the period November through December 1996 the Company sold in the        
aggregate 84,000 shares of Common Stock to a corporate investor.  The           
Company received $42,000, which was used to fund Company operations.  The       
Company sold the shares of Common Stock in reliance on an exemption from        
registration contained in Rule 504 of Regulation D of the Securities Act        
of 1933, as amended.                                                            

CALENDAR YEAR 1995:                                                             

During calendar 1995, the Company issued an aggregate 473,840 shares of         
its common stock in the course of converting certain of its long-term           
debt to equity.  There were no additional proceeds to the Company; the          
aggregate amount of debt that was eliminated totaled $655 thousand.  The        
Company issued these shares in non-public transactions in reliance on           
Section 4(2) of the 1933 Securities Act, as amended.                            

During Calendar 1995, the Company issued an aggregate 1,938,138 shares to       
Company employees in return for personal guarantees by these employees of       
certain of the Company's debt. There were no additional proceeds to the         
Company, and the Company issued these shares in non-public transactions         
in reliance on Section 4(2) of the 1933 Securities Act, as amended.             

ITEM 11 - DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED               

The Company has two classes of capital stock: common and convertible            
preferred.                                                                      

The common stock is voting stock (one vote per share), and there are no         
cumulative or other rights with respect to this stock.                          

The convertible preferred stock has rights and attributes as follows:           

Voting rights - The convertible preferred stock has voting rights equal to      
one vote per share.                                                             

Liquidation Preference - The holders of the convertible preferred stock are     
entitled to receive a distribution from the Company's assets equal to $10 for   
each share upon liquidation together with any declared and unpaid dividends.    

Dividends - Convertible Preferred shareholders are entitled to dividends only   
if declared by the Board of Directors of the Company.  The right to receive     
dividends is not cumulative.  The annual amount of the dividend is equal to     
7%, if declared.                                                                

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Conversion Rights - At any time before liquidation, termination or winding up   
the Corporation, the holders of Convertible Preferred Stock have the right to   
convert all or any portion of their shares into common shares of the            
corporation at the rate of three common shares for each preferred share.        

The Company anticipates that in 1998 a second class of preferred stock will     
be added as a result of a planned conversion of $250,000 of debt into equity.   
(See Note 10 of the Notes to the Financial Statements.)                         

ITEM 12 - INDEMNIFICATION OF DIRECTORS AND OFFICERS                             

Section 145 of the General Corporation Law of Delaware provides that a          
corporation may indemnify any person who was or is a party or is threatened     
to be made a party to any action, suit or proceeding, by reason of the fact     
that he is or was a director, officer, employee or agent of the corporation,    
or is or was serving at the request of the corporation as a director,           
officer, employee or agent of another corporation, partnership, joint           
venture, trust or other enterprise, against expenses (including attorneys'      
fees), judgements, fines and amounts paid in settlement, actually and           
reasonably incurred by him in connection with such action, suit or proceeding   
if he acted in good faith and in a manner he reasonably believed to be in or    
not opposed to the best interest of the corporation and, with respect to any    
criminal action or proceeding, had no reasonable cause to believe his conduct   
was unlawful.  No indemnification shall be made in respect of any claim,        
issue or matter as to which such person shall have been adjudged to be liable   
to the corporation unless and only to the extent that the Court of Chancery     
or the court in which such action or suit was brought shall determine upon      
application that, despite the adjudication of liability but in view of all      
the circumstances of the case, such person is fairly and reasonably entitled    
to indemnity for such expenses which the Court of Chancery or  such other       
court shall deem proper.                                                        

The Company's bylaws provide that the Company will indemnify the officers and   
directors of the Company to the fullest extent permitted under the laws of      
the State of Delaware.  In that regard, the Company is obligated to indemnify   
officers and directors of the Company from and against any and all              
judgements, fines, amounts paid in settlement, and reasonable expenses,         
including attorneys' fees, actually and necessarily incurred by an officer or   
director as a result of any action or proceeding, or any appeal therein, to     
the extent such amounts may be indemnified under the laws of Delaware; and to   
pay any officer or director of the Company in advance of the final              
disposition of any civil or criminal proceeding, the expenses incurred by       
such officer or director in defending such action or proceeding.   The          
Company's obligation to indemnify its officers and directors continues to       
individuals who have ceased to be officers or directors of the Company, and     
to the heirs and personal representatives of former officers and directors      
the Company.                                                                    

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ITEM 13 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                           

                                                        [Enlarge/Download Table]
TRIM A LAWN CORPORATION                                                                            
BALANCE SHEET                                                                                      
UNAUDITED                                                                                          

                                              March 31,     March 31,      June 30       June 30   
                                                    1998          1997          1998          1997 
                                                                                                   
ASSETS                                                                                             

Current Assets                                                                                     
  Cash                                             --            --          $18,597         --    
  Accounts Receivable                           $641,979      $233,995       583,934      $105,150 
  Inventory                                      724,939       372,201       516,608       392,140 
  Prepaid Expenses                             3,161,442        18,399     3,171,561     4,151,584 
  Other Receivables                                --            --          310,652       102,343 
  Other Receivables - Related Party               48,924        76,006        52,997               
                                            ------------- ------------- ------------- -------------
                                               4,577,284       700,601     4,654,349     4,751,217 
                                            ------------- ------------- ------------- -------------

Property and Equipment, Net                      400,386       204,881       198,502       215,292 
                                            ------------- ------------- ------------- -------------
Other Assets                                                                                       
  Organization and Development Costs             367,323     1,207,639       510,916       354,242 
  Developed and Purchased Intellectual Pro         --        1,429,778         --          666,449 
   Patents, Trademarks and                                                                         
    Other Intangibles                            188,803       187,837       186,918       494,640 
  Software Source Codes                          642,135                                   642,135 
  Other Long Term Receivable                                               1,012,154               
  Less:  Accumulated Amortization               (164,399)     (374,713)     (235,383)     (395,713)
                                            ------------- ------------- ------------- -------------
                                               1,033,862     2,450,541     1,474,605     1,761,753 
                                            ------------- ------------- ------------- -------------
Total Assets                                  $6,011,532    $3,356,023    $6,327,456    $6,728,262 
                                            ============= ============= ============= =============

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TRIM A LAWN CORPORATION                                                                          
BALANCE SHEET                                                                                    
UNAUDITED                                                                                        

                                            March 31,     March 31,      June 30       June 30   
                                                  1998          1997          1998          1997 
                                                                                                 
LIABILITIES AND STOCKHOLDERS' EQUITY                                                             

Current Liabilities                                                                              
  Bank Overdrafts                              $15,289       $44,517                     $17,983 
  Accounts Payable                             703,160       522,693       622,822       685,054 
  Bank Line of Credit                          274,881       369,827       181,794       344,245 
  Other Accrued Liabilities                     --           170,457                      12,348 
  Other Short Term Debt                         --            --            20,000        --     
  Current Portion of Long Term Debt             --            --            --           507,567 
                                          ------------- ------------- ------------- -------------
                                               993,330     1,107,494       824,616     1,567,197 
                                          ------------- ------------- ------------- -------------

Loans and Notes Payable                        237,014       482,050       747,635        63,275 
Loans and Notes Payable - Related Parties      362,014       229,430                     268,500 
Accrued Interest Payable                        54,620        62,104                      74,899 
                                          ------------- ------------- ------------- -------------
                                               653,648       773,584       747,635       406,674 
                                          ------------- ------------- ------------- -------------
  Total Liabilities                          1,646,978     1,881,078       747,635     1,973,871 

Stockholders' Equity                                                                             
  7% Non-Cumulative Preferred Stock                                                              
    $10 Par Value; Authorized - 500,000                                                          
      shares;                                                                                    
   Issued and Outstanding - 100,000 share    1,000,000     1,000,000     1,000,000     5,000,000 
      at June 30, 1998                                                                           
  Common Stock - $.0001 Par Value                                                                
    $.0001 Par Value; Authorized -                                                               
     50,000,000 shares;                                                                          
    Issued and Outstanding -11,361,509                                                           
     shares                                                                                      
      at June 30, 1998                           2,248         1,805         2,248         1,805 
  Paid In Surplus                            8,080,836     3,579,605     7,774,228     2,869,635 
  Retained Deficit                          (4,668,240)   (3,106,465)   (3,918,481)   (3,307,406)
  Less - Treasury Stock                        (50,290)       --          (102,790)      (22,790)
  Minority Interest                             --            --            --           213,147 
                                          ------------- ------------- ------------- -------------
      Total Stockholders' Equity             4,364,554     1,474,945     4,755,205     4,754,391 
                                          ------------- ------------- ------------- -------------
Total Liabilities and Stock-                                                                     
   holders' Equity                          $6,011,532    $3,356,023    $6,327,456    $6,728,262 
                                          ============= ============= ============= =============

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TRIM A LAWN CORPORATION                                                                                                      
STATEMENT OF INCOME,                                                                                                         
  EXPENSE, AND CHANGE                                                                                                        
  IN RETAINED DEFICIT                                                                                                        
UNAUDITED                                                                                                                    

                                        Three Months    Three Months  Three Months  Three Months   Six Months    Six Months  
                                        Ended March 31 Ended March 31 Ended June 30 Ended June 30 Ended June 30 Ended June 30
                                                1998           1997           1998          1997          1998          1997 
                                                                                                                             
Net Sales                                 $1,035,866       $305,094     $1,014,251      $665,912    $2,050,117      $971,006 
Cost of Goods Sold                           627,645        160,782        765,591       356,081     1,393,236       516,863 

          Gross Profit                  -------------  -------------  ------------- ------------- ------------- -------------
                                             408,221        144,312        248,660       309,831       656,881       454,143 
                                        -------------  -------------  ------------- ------------- ------------- -------------
Marketing and Sales Expense                  143,322         71,867         47,546       162,569       190,868       234,436 
General and Administrative                                                                                                   
  Expenses                                   221,845        156,313         84,195       328,748       306,040       485,061 
Depreciation and Amortization                  5,093         14,900          3,396        64,400         8,489        79,300 
Interest and Finance Costs                    25,925         43,514         19,923        96,663        45,848       140,177 
Interest Income                               --             --            (12,164)       --           (12,164)       --     
Provision for Income Taxes                     1,425          2,014            700         3,688         2,125         5,702 
                                        -------------  -------------  ------------- ------------- ------------- -------------
Net Income / (Loss)                          $10,611      ($144,296)      $105,064     ($346,237)      115,675      (490,533)
                                        =============  =============  ============= ============= ============= =============

Retained Deficit - Beginning of Period     4,678,849      2,962,162      4,668,238     3,106,465     9,347,087     6,068,627 
                                        -------------  -------------  ------------- ------------- ------------- -------------
Retained Deficit - End of Period          $4,668,238     $3,106,458     $4,563,174    $3,452,702     9,231,412     6,559,160 
                                        =============  =============  ============= ============= ============= =============

Weighted Shares of Common Stock           10,276,684      5,730,037     11,021,009     6,153,183    10,648,847     5,941,610 

Net Income - Per Share                        $0.001        ($0.025)        $0.010       ($0.056)       $0.011       ($0.081)

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TRIM A LAWN CORPORATION                                                                                     
STATEMENT OF CASH FLOWS                                                                                     
UNAUDITED                                                                                                   

                                                   Three Months   Three Months   Six Months    Six Months   
                                                   Ended March 31 Ended March 31 Ended June 30 Ended June 30
                                                           1998           1997           1998          1997 
                                                                                                            
Cash Flows From Operating Activities:                                                                       

Net Income (Loss), including subsidiary ad              $10,609      ($144,296)      $115,675     ($345,237)

Adjustments to Reconcile Net Loss to Net                                                                    
 Cash Used By Operating Activities                                                                          

Depreciation and Amortization Net of Dispositions                                                           
    and Writedowns                                     (221,576)       303,167        (10,186)       64,400 

Decrease (Increase) in Operating Assets                                                                     
Accounts Receivable                                    (557,032)       (98,137)      (498,987)       30,708 
Inventory                                              (234,712)       (53,808)       (26,381)      (73,747)
Other Receivables                                                      (20,352)      (108,804)     (102,343)
Prepaid Expenses                                        (98,685)        87,462                   (4,045,723)
Loans Receivable- Related Parties                       (11,396)       (39,070)       (15,469)       55,654 

Increase (Decrease) in Operating Liabilities                                                                
Accrued Interest Payable                                 (5,032)        7,599        (59,652)       88,490  
Accounts Payable and Accrued Expense                    148,438         96,586        68,100        22,355  
                                                   -------------  -------------  ------------- -------------
Net Cash Used By Operations                            (969,386)       139,151       (535,704)   (4,305,443)
                                                   -------------  -------------  ------------- -------------

Cash Flows From Investing Activities                                                                        
Investment in EKI                                                                  (1,322,806)              
Equipment, Furniture and Fixtures                       (42,429)           801        178,302        (9,409)
Purchase of Tooling                                     (30,498)       (40,609)       (37,329)      (57,100)
Trademarks and Patents                                   (5,235)       147,205         (3,350)              
Purchase of Leasehold Improvements                       (8,475)        72,722        (16,175)              
Capitalized Software Source Codes                                   (1,262,643)       642,135       (98,871)
Capitalized Value of Customer Lists                     (71,053)                                            
Organization and Development Costs                                                   (214,646)              
                                                   -------------  -------------  ------------- -------------
Net Cash Used by Investing Activities                  (157,690)    (1,082,524)      (773,869)     (165,380)
                                                   -------------  -------------  ------------- -------------

Cash Flows From Financing Activities                                                                        
Bank Line of Credit                                     (72,821)           582       (165,908)       17,980 
Bank Overdrafts                                          (6,760)        44,517        (22,049)      (25,000)
Long Term Loans and Notes Payable                      (236,259)       341,601        294,362       130,393 
Notes Payable- Related Parties                          192,514                      (169,500)              
Short Term Debt                                       1,277,507        (88,977)                     (78,590)
Additional Paid in Capital                                             642,116      1,470,870       145,293 
Purchase of Treasury Stock                              (27,500)                      (80,000)      (22,790)
Issuance of Preferred Stock                                                                       4,000,000 
Common Stock Issuance                                       395            291            395           291 
                                                   -------------  -------------  ------------- -------------
Net Cash Provided by Financing Activities             1,127,076        940,130      1,328,170     4,167,577 
                                                   -------------  -------------  ------------- -------------

Net Increase/(Decrease) in Cash                               0         (3,243)       18,597      (483,103) 
Cash Beginning of Period                                      0          3,243             0         3,243  
                                                   -------------  -------------  ------------- -------------
Cash, End of Period                                          $0             $0       $18,597            $0  
                                                   =============  =============  ============= =============

Supplemental Disclosures of Cash Flow Information                                                           

Cash Paid During the Year For:                                                                              
Interest                                                 30,405         30,707        51,561        62,712  
                                                   -------------  -------------  ------------- -------------
Income Taxes                                                  0              0             0           325  
                                                   -------------  -------------  ------------- -------------

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Notes to Interim Period Financial Statements                                    

1.  The unaudited interim period financial statements have been prepared on     
the same basis as the audited financial statements prepared at year end.  In    
the opinion of management, such unaudited interim period financial statements   
include all adjustments necessary to present fairly the results for the         
interim periods noted.  Operating results for interim periods are not           
necessarily indicative of the operating results for a full fiscal year.         

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

3. In April 1998, Trim-A-Lawn Corporation received and accepted an offer to     
sell its majority interest in Electronic Kourseware Interactive Inc.  See       
note 14 to the 1997 financial statements for a complete description of the      
transaction.                                                                    

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INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS' REPORT                                
Board of Directors                                                              
Trim-A-Lawn Corporation                                                         

We have audited the accompanying consolidated balance sheet of Trim-A-          
Lawn Corporation and Subsidiary as of December 31, 1997, and the related        
consolidated statements of operations, changes in shareholders' equity          
and cash flows for the year then ended. These consolidated financial            
statements are the representation of the management. Our responsibility         
is to express an opinion on these consolidated financial statements based       
on our audit.                                                                   

The audit was conducted in accordance with generally accepted auditing          
standards. Those standards require that we plan and perform the audit to        
obtain reasonable assurance about whether the consolidated financial            
statements are free of material misstatement. An audit includes                 
examining, on a test basis, evidence supporting the amounts and                 
disclosures in the consolidated 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 audit provides a reasonable         
basis for our opinion.                                                          

In our opinion, the consolidated financial statements referred to above         
present fairly, in all material respects, the consolidated financial            
position of Trim-A-Lawn Corporation and Subsidiary as of December 31,           
1997, and the consolidated results of their operations and their cash           
flows for the year then ended in conformity with generally accepted             
accounting principles.                                                          

  Van Buren & Hauke, LLC

New York, New York                                                              
April 28, 1998                                                                  

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TRIM-A-LAWN CORPORATION and Subsidiary              
Consolidated Balance Sheet                          
December 31, 1997                                   

                                                    
ASSETS                                              

Current Assets                                      
  Accounts Receivable, net                   $84,947
  Inventory                                  490,227
  Prepaid Advertising Expense              3,050,000
  Prepaid Expenses - Other                    12,757
  Other Receivables-Related Party             37,528
                                           ---------
          Total Current Assets             3,675,459
                                           ---------
Property and Equipment                              
  Leasehold Improvements, net of                    
    accumulated depreciation ($2,231)          1,752
  Equipment, net of accumulated                     
    depreciation ($145,582)                   92,617
  Tooling, net of accumulated                       
    depreciation ($201,857)                  109,458
                                           ---------
          Total Property and Equipment       203,827
                                           ---------
Other Assets                                        
  Organization and Development Costs          60,104
  Software Source Codes                      642,135
  Developed and Purchased Intellectual              
    Property, net of accumulated                    
    amortization ($175,660)                   60,506
  Trademarks and Patents, net of                    
    accumulated amortization ($33,838)        32,877
  Goodwill, net of accumulated                      
    amortization ($61,320)                    55,533
                                           ---------
          Total Other Assets                 851,155
                                           ---------
Total Assets                              $4,730,441
                                          ==========

The Accompanying Notes are an Integral Part of the Financial Statements.        

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TRIM-A-LAWN CORPORATION and Subsidiary                        
Consolidated Balance Sheet                                    
December 31, 1997                                             

                                                              
LIABILITIES  AND SHAREHOLDERS'  EQUITY                        

Current Liabilities                                           

  Bank Overdrafts                                     $22,049 
  Accounts Payable                                    487,832 
  Accrued Expenses Payable                             66,890 
  Loans and Notes Payable - Current Portion            82,680 
  Bank Line of Credit                                 347,702 
  Accrued Interest Payable - Current Portion            6,743 
                                                    --------- 
          Total Current Liabilities                 1,013,896 

Long-term Liabilities                                         
  Loans and Notes Payable                             390,593 
  Loans and Notes Payable- Related Parties            169,500 
  Accrued Interest Payable                             52,909 
           Total Long-term Liabilities                613,002 
                                                    --------- 
Total Liabilities                                   1,626,898 
                                                    --------- 
Commitments and Contingencies                                 

Shareholders' Equity                                          
  7% Non-Cumulative Convertible Preferred Stock               
     $10 par value                                            
      Authorized- 500,000 shares;                             
      Issued and outstanding 100,000 shares         1,000,000 
  Common Stock                                                
      $.0001 par value                                        
      Authorized - 50,000,000 shares;                         
      Issued and Outstanding   9,678,709 shares         1,853 
  Paid-in Capital                                   6,726,696 
  Accumulated Deficit                              (4,678,849)
  Treasury Stock                                      (22,790)
  Minority Interest                                    76,633 
                                                    --------- 
Total Shareholders' Equity                          3,103,543 
                                                    --------- 
Total Liabilities and Shareholders' Equity         $4,730,441 
                                                    ========= 

The Accompanying Notes are an Integral Part of the Financial Statements.        

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TRIM-A-LAWN CORPORATION and Subsidiary                    
Consolidated Statement of Operations                      
For the Year Ended December 31, 1997                      

                                                          
Sales, Net of  Returns                                    
  Trim-A-Lawn Corporation                        $450,191 
  Electronic Kourseware Interactive               691,373 
                                                --------- 
                                                1,141,564 
                                                --------- 
Cost of Sales                                             
  Trim-A-Lawn Corporation                         362,337 
  Electronic Kourseware Interactive               188,757 
                                                --------- 
                                                  551,094 
                                                --------- 
Gross Profit                                      590,470 
                                                --------- 
Expense                                                   
  Sales                                           258,005 
  Marketing                                       195,178 
  Salaries and related costs                      385,879 
  Insurance                                        79,116 
  Rent                                             60,944 
  Utilities                                         8,291 
  Other General and Administrative                749,326 
                                                --------- 
Total Sales, General and Administrative                   
  Expense                                       1,736,739 
                                                --------- 
Depreciation and Amortization                     365,123 
                                                --------- 
(Loss) From Operations                         (1,511,392)
                                                --------- 
Other Expense                                             
  Funding Charges                                  15,861 
  Interest Expense and Finance Costs              119,922 
  Non Trade Bad Debt Expense                       52,977 
  Corporation and Franchise Taxes                  16,528 
                                                --------- 
Total Other Expense                               205,288 
                                                --------- 
Net (Loss) For the Period                     ($1,716,680)
                                              =========== 
Net (Loss) Per Common Share Outstanding            ($0.22)
                                              =========== 
Weighted Average Number of                                
  Common Shares Outstanding                     7,557,228 

The Accompanying Notes are an Integral Part of the Financial Statements.        

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TRIM-A-LAWN CORPORATION and Subsidiary                                                                          
Consolidated Statement of Changes in Shareholders' Equity (Deficit)                                             
For the Year Ended December 31, 1997                                                                            


                              Preferred  Common      Treasury   Preferred   Common     Paid In      Accumulated 
                              Shares     Shares      Stock      Par Value   Par Value  Capital      Deficit     
Totals                                                                                                          
                                                                                                                
                                                                                                                
Balances  December 31, 1996   100,000    5,472,709      0       $1,000,000  $1,514     $2,637,487   ($2,962,169)
$676,832                                                                                                        

Convertible Preferred                                                                                           
Shares Issued                                                                                                   
For Purchase of National                                                                                        
   Advertising                400,000                                                                           
Shares Converted             (400,000)   1,200,000      0           0          120      3,999,880         0     
$4,000,000                                                                                                      

Common                                                                                                          
Shares Issued                                                                                                   
Private Placement               0        1,670,000      0           0          167        836,229         0     
$836,396                                                                                                        
For Services                    0          693,176      0           0           69        346,519         0     
$346,588                                                                                                        
Debt Conversion                 0          609,824      0           0           20        169,892         0     
$169,912                                                                                                        
For Purchase of National                                                                                        
 Advertising                    0          933,000      0           0           93      2,999,907         0     
$3,000,000                                                                                                      
Shares Cancelled                                                                                                
Cancellation of Advertising                                                                                     
 Agreement                      0       (1,200,000)     0           0         (120)    (3,970,084)        0     
($3,970,204)                                                                                                    
Shares Returned                 0         (100,000)     0           0          (10)         0             0     
($10)                                                                                                           
Offering Costs                  0            0          0           0            0       (216,500)        0     
($216,500)                                                                                                      
Purchase of Treasury Stock      0            0      ($22,790)       0            0          0             0     
($22,790)                                                                                                       
Net Loss For the Period         0            0          0           0            0          0        (1,716,680)
($1,716,680)                                                                                                    
Balances December 31, 1997    100,000    9,278,709  ($22,790)   $1,000,000  $1,853     $6,803,330   ($4,678,849)
$3,103,544                                                                                                      

The Accompanying Notes are an Integral Part of the Financial Statements.        

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TRIM-A-LAWN CORPORATION and Subsidiary                           
Consolidated Statement of Cash Flows                             
For the Year Ended December 31, 1997                             

                                                                 
Cash Flows From Operating Activities:                            
  Net Loss, including subsidiary adjustment          ($1,716,680)
  Adjustments to Reconcile Net Loss to Net                       
    Cash Used By Operating Activities                            
      Depreciation and Amortization Net of                       
        Dispositions and Writedowns                      255,271 
      Decrease (Increase) in Operating Assets                    
        Accounts Receivable                               50,911 
        Inventory                                       (171,834)
        Other Receivables                                 18,126 
        Prepaid Expenses                              (2,956,896)
        Loans Receivable- Related Parties                (99,000)
      Increase (Decrease) in Operating Liabilities               
        Accrued Interest Payable                           5,147 
        Accounts Payable and Accrued Expense             (41,842)
        Net Cash Used By Operations                   (4,656,797)
    Cash Flows From Investing Activities                         
      Equipment                                            3,775 
      Purchase of Tooling                                (97,410)
      Trademarks and Patents                             151,474 
      Purchase of Leasehold Improvements                  (1,118)
      Capitalized Software Source Codes                  207,865 
      Capitalized Value of Customer Lists                325,000 
      Organization and Development Costs                    (453)
      Research and Development                            24,043 
      Charge off of Goodwill                             381,700 
    Net Cash Provided by Investing Activities            994,876 
    Cash Flows From Financing Activities                         
      Payments on Bank Line of Credit                    (21,543)
      Proceeds of Bank Overdrafts                         22,049 
      Proceeds of Long Term Loans and Notes Payable      243,847 
      Proceeds From Additional Paid in Capital         3,436,776 
      Purchase of Treasury Stock                         (22,790)
      Common Stock Issuance                                  339 
    Net Cash Provided by Financing Activities          3,658,678 
  Net Decrease in Cash                                   ($3,243)
  Cash Beginning of Period                                 3,243 
  Cash, End of Period                                         $0 
Supplemental Disclosures of Cash Flow Information                
   Cash Paid During the Year For:                                
     Interest                                            114,775 
     Income Taxes                                              0 

The Accompanying Notes are an Integral Part of the Financial Statements.      

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TRIM-A-LAWN CORPORATION and Subsidiary                                          
Notes to Consolidated Financial Statements                                      
For the Year Ended December 31, 1997                                            

1)     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                               

General                                                                         
The accounting and reporting policies of Trim-A-lawn Corporation (TAL), the     
"Company" and its majority owned subsidiary, Electronic Kourseware              
Interactive, conform with generally accepted accounting principles and          
practices within their respective industries.  The policies that materially     
affect the financial position and results of operations are summarized below.   

Nature of Operations                                                            
The Company is a Delaware corporation located in Utica, New York which          
operates in principally one business segment, that being the outdoor power      
equipment market.  Its products are sold to mass merchandisers as well as       
through distributors to dealers specializing in lawn and garden equipment       
sales and support.  The Company also engages in the consumer direct marketing   
of its products using both print and television media.                          

Electronic Kourseware International, Inc. (EKI) a majority owned subsidiary     
d/b/a Electronic Kourseware Interactive, is a Delaware corporation that         
develops, produces, and markets a line of educational software products and     
electronic kits for the secondary education school market, including            
vocational educational training.  The company is located in Orem, Utah.         

Principles of Consolidation                                                     
The consolidated financial statements include the accounts of the Company and   
its majority-owned subsidiary.  All material intercompany accounts and          
transactions have been eliminated in consolidation. The minority interest       
noted relates to the common stock not owned by the Trim-A-Lawn Corporation.     

Method of Accounting                                                            
The company employs the accrual method of accounting in accordance with         
generally accepted accounting principles which require that income be           
recorded when earned and expenses recognized as they are incurred.              

Capital Structure                                                               
The company has two classes of stock authorized, common and convertible         
preferred.                                                                      

Common Stock                                                                    
The Common stock authorized is voting common with one vote per share.  There    
are no cumulative or special rights which inure to this issue.                  

Convertible Preferred                                                           
The attributes of the preferred stock authorized are as follows.                

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Voting Rights                                                                   
The convertible preferred stock has voting rights equal to one vote per         
share.                                                                          

Liquidation Preference                                                          
The holders of the preferred stock are entitled to receive a distribution       
from the corporation's assets equal to $10 for each share upon liquidation      
together with any declared and unpaid dividends.                                

Dividends                                                                       
Preferred shareholders are entitled to dividends only if declared by the        
Board of Directors of the company.  The right to receive dividends is not       
cumulative.  The annual amount of the dividend would be 7% if declared.         

Conversion Rights                                                               
At any time before liquidation, termination or winding up the corporation,      
the holders of preferred stock have the right to convert all or any portion     
of their shares into common shares of the corporation at the rate of three      
common shares for each preferred share.                                         

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

Fair Value of Financial Instruments                                             
In management's opinion, as of December 31, 1997, the carrying amounts of       
accounts receivable, inventory, prepaids, other receivables, accounts           
payable, accrued expenses, notes and loans payable and other short and long     
term debt approximate fair value.                                               

Accounts Receivable                                                             
Accounts receivable are recorded net of any reserve for doubtful accounts.      
For the period ended December 31, 1997 there were no doubtful accounts.         

Inventory                                                                       
Inventory for the Company and its majority owned subisidary consists            
substantially of raw materials and component parts which are valued at the      
lower of cost or market on a first-in-first-out basis.  The company and its     
subsidiary are engaged in the assembly of products from components              
manufactured by other entities.  As such, inventory amounts include only the    
cost of the products acquired for assembly.  At statement date, work-in-        
progress and finished goods were insignificant.                                 

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Property and Equipment                                                          
Property and  equipment are stated at cost.  Depreciation is recorded on a      
straight line basis over estimated useful lives from five to ten years. Upon    
disposition of any equipment, both cost and accumulated depreciation are        
removed with any resulting gain or loss recorded in the period of sale or       
disposition.                                                                    

Source Codes                                                                    
Software source codes have been internally developed and are recorded at the    
cost of development and relate to educational software which will be marketed   
in 1998.  Annual amortization will be taken on a percentage basis of annual     
sales compared to an overall estimated sales amount over the expected sales     
life of the software.  The estimated future sales will be reviewed annually     
with adjustments to be made as required.                                        

Developed and Purchased Intellectual Property                                   
Developed and purchased software is recorded at cost and purchased cost.        
These amounts are being amortized in a manner similar to that described above   
relating to source codes.                                                       

Trademarks and Patents                                                          
Trademarks and patents are recorded at cost and amortized on a straight line    
basis over seventeen years.                                                     

Goodwill                                                                        
Goodwill has been recognized as the result of the excess of fair market value   
of shares exchanged for assets in transactions completed in 1989.               
Amortization charges are being made over a fifteen year period.                 

Net Loss Per Common Share Outstanding                                           
Net loss per common share outstanding is calculated by dividing the net loss    
for the period by the weighted average number of common shares outstanding      
during the period.                                                              

2)     PREPAID ADVERTISING                                                      

In November and December of 1997 Trim-A-Lawn purchased 200,000 advertising      
spots on major television networks for $2,000,000. In a similar fashion 2,500   
radio advertising spots were purchased on a nationally recognized radio         
network. This purchase amounted to $1,000,000.                                  

The television time was purchased for cash, a percentage of sales resulting     
from the advertising and common stock.  The cash and percentage of sales        
component of the purchase is limited to $300,000. TAL also exchanged 600,000    
shares of its common stock for the balance of the purchase.                     

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The valuation of the television advertising time for financial statement        
purposes, has been made at the confirmed cash cost of the time.  This seller    
buys unutilized advertising time for cash from major networks and remarkets     
this time to end users under varying purchase methods including those noted     
above. The cost to the seller is substantially below rate card values, these    
being the normal measure of valuation in a transaction                          
of this type.                                                                   

The radio advertising time was procured directly from the network in exchange   
for 333,000 restricted shares of TAL common stock. The valuation for            
financial statement purposes was made at an average rate card value of $400.    
The network charges from $200 to $700 a spot depending on the time of the       
broadcast day that advertising is aired. TAL has purchased a "run of the        
station" mix of advertising time in which to air the 2,500 spots purchased.     
Accordingly, an average cost per spot of $400 has been utilized to value the    
time purchased.                                                                 

Both the radio and television advertising time will be aired over a two year    
period beginning in 1998.                                                       

Prior to these transactions, TAL had purchased $4,000,000 of television         
advertising time on secondary television networks.  In April 1998, TAL          
exercised its rights to cancel this contract.  To enhance financial statement   
meaningfulness, the effect of the cancellation has been recorded as of          
December 31, 1997.  The $4,000,000 previously recorded as prepaid advertising   
has been written off as of December 31, 1997.                                   

3)     RELATED PARTY TRANSACTIONS                                               

The financial statements include the following related party transactions.      

There were no significant amounts accrued or unpaid at statement date for       
personal services performed by any officer, director or shareholder of the      
corporation.                                                                    

The Continental Marketing Group LLC (CMG) is a shareholder in TAL.  TAL had     
previously contracted with CMG for marketing services.  All contractual         
relationships for these services were terminated as of December 31, 1995.       
TAL, however, remains as contingent guarantor for CMG's debt as reflected in    
Note 11.  The Company as a guarantor  has assumed $30,000 of debt on behalf     
of CMG.  This amount is reflected as a receivable at December 31, 1997.         

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4)     BANK LINE OF CREDIT                                                      

The Company's line of credit with BSB Bank and Trust of Binghamton, New York    
expired on June 30, 1997.  The note was renewed in August 1997 for a one year   
term during which payments of principal of $5,000 per month inclusive of        
interest will be made.  It is expected that the note will be renewed for an     
additional twelve month period at the end of the initial note term.  At         
December 31, 1997, $217,617 was owed on this note.                              

Electronic Kourseware International , d/b/a Electronic Kourseware Interactive   
has an operating line of credit arrangement with a financial institution,       
under which it may borrow the lesser of $125,000 or 75% of eligible accounts    
receivable. The loan has exceeded the borrowing base by $78,977 as of           
December 31, 1997. Amounts drawn under this line of credit bear interest at     
prime plus 2% and are payable on demand.  The line is secured by inventory      
and accounts receivable.                                                        

EKI has at the bank's request entered into a repayment program to reduce the    
outstanding amount.  Payments of $35,000 have been made subsequent to year      
end to reduce the outstanding liability.                                        

5)     SUMMARY OF INVESTMENT IN SUBSIDIARY                                      

TRIM-A-LAWN CORPORATION agreed in June 1996 to acquire substantially all of     
the assets and operations of EKI for common and preferred stock valued at       
$2,090,000.  This value was subsequently written down to $1,025,435             
reflecting reduction in carrying value to fair market as well as an             
elimination of goodwill in the amount of $300,000.  The assets acquired are     
now valued as noted below.                                                      

Category                           Amount                                       
Inventory                     $   220,000                                       
Equipment                         155,000                                       
Furniture and Fixtures              8,300                                       
Software Sources Codes            642,135                                       

Total                          $1,025,435                                       

The transaction is considered non-taxable pursuant to Section 368 of the        
Internal Revenue Code. EKI has been a software development and distribution     
company selling products primarily within the educational field.                

Certain EKI shareholders were also shareholders in Trim-A-Lawn Corporation at   
the date of acquisition.                                                        

On June 30, 1997, Exclaim Productions Inc. was merged into Jackson Technology   
Inc. The Company retained an 82% interest in the merged entity with an 18%      
interest being retained by previous ownership and management. The name of the   
merged entity has been changed to Electronic Kourseware International, Inc.     

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The consolidated financial statements present the financial position, results   
of operations and cash flows of Trim-A-Lawn Corporation and Electronic          
Kourseware Interactive, Inc. as if they were a single entity. All               
intercompany transactions have been eliminated.  The values used in the         
acquisition of assets noted above approximate the historical cost of the        
assets immediately prior to the acquisition.                                    

In April 1998 the management of EKI purchased TAL's interest for $1,000,000.    
See note 15 for additional reference.                                           

6)     LOANS AND NOTES PAYABLE                                                  
At statement date the Company was indebted on a long term basis as follows.     

Lender                                                  Amount                  

City of Utica Revolving Loan Fund, maturing                                     
in October, 1998 with interest at 9%.  Secured                                  
by a second security position in all corporate                                  
assets and the personal guarantee of company                                    
officers.  Principal and interest payments                                      
of $1,129 are due monthly.                             $69,875                  

Rome Industrial Development Corporation maturing                                
October 1998 with interest at 6.75%.  Principal                                 
and interest payments of $975 are due monthly                                   
through the maturity date.  This loan is unsecured                              
and is guaranteed by a corporate officer.               27,312                  

Smead Family Trust, note payable with interest                                  
at 15% per year payable quarterly on the unpaid                                 
balance.  The note is a demand note secured by an                               
interest in certain patents and trademarks.              5,000                  

Richard A. Reed, note payable with interest at                                  
15% per year payable quarterly on the unpaid                                    
balance.  The note is a demand note secured by                                  
certain patents and trademarks.                          1,500                  

Lynda M. Eyrich, note payable with interest                                     
at 15% per year payable quarterly on the unpaid                                 
balance.  The note is a demand note secured by                                  
an interest in certain patents and trademarks.          22,000                  

John W. and Helen R. Boone Trust, note payable                                  
with interest at 15% per year payable quarterly                                 
on the unpaid balance.  The note is a demand                                    
note secured by an interest in certain patents                                  
and trademarks.                                          4,000                  

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Montgomery County Economic Development                                          
Corporation with an interest rate of 7% payable                                 
at the time of loan repayment.                          40,000                  

Charles and Julian Fetter Trust, note payable                                   
with interest at 15% per year payable quarterly                                 
on the unpaid balance.  The note is a demand                                    
note secured by an interest in certain patents                                  
and trademarks.                                          4,000                  

Kentfield Group LTD., note payable with interest                                
at 6% per annum. The note is a thirty six month                                 
note with a provision that allows Kentfield to                                  
convert the note into $1 per share preferred stock.    250,000                  

Plymouth Partners L.P. ninety day note maturing                                 
in October 1997 with interest at 6% per annum                                   
payable at the end of the term.  Note is                                        
convertible into common stock at $1.25 per share                                
at lenders option.                                      49,586                  
Total Loans and Notes Payable                         $473,273                  
Less Current Portion                                   (82,680)                 
Long Term Portion                                     $290,593                  

Debt payments will be due in future periods as follows.                         
December 31, 1998                              $82,680          
December 31, 1999                             $290,593          

7)     NOTES RELATED PARTIES                                                    

Note payable related party is as follows.  Each of the individuals noted is a   
shareholder.                                                                    

Lender                                                  Amount                  

Boyd Schenk, note payable with interest                                         
at 10% per annum                                      $119,500                  

Jim R. Clare note payable with interest                                         
at 10% per annum                                        25,000                  

Don Valverde note payable with interest                                         
at 10% per annum                                        25,000                  

Total                                                 $169,500                  

Interest is accrued at statement date.                                          

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8)     ACCRUED INTEREST PAYABLE                                                 

Interest has been accrued on all loans outstanding with $50,509 of the total    
of $59,652 being owed to related parties.  The Company expects to exchange      
its stock for the underlying debt which will in effect eliminate this           
liability.                                                                      

9)     NON-MONETARY TRANSACTIONS                                                

All non-monetary transactions consisted of the issuance of either company       
preferred or common stock in exchange for liabilities or services.              

10)     CAPITAL TRANSACTIONS                                                    

During the year ended December 31, 1997 the following capital                   
transactions occurred.                                                          

Common Stock                                                                    
Shares of common stock have been issued through statement date in the           
following manner.                                                               

Purpose                                   Number of Shares                      
Purchase of Advertising Time                       933,000                      
Pursuant to Rule 504 private placement           1,670,000                      
For Services                                       693,176                      
Debt conversion                                    609,824                      
Total issued                                     3,906,000                      

Shares issued for the private placement as well as for services have been       
valued at $.50 per share.                                                       

Rule 504 Private Placement                                                      
Through issue date the Company has completed the raising of equity capital      
amounting to $1,000,000 pursuant to the Rule 504 Private Placement.  The        
costs of the placement totaling $216,500, have been deducted from paid-in-      
capital.  The placement costs have been accumulated over a two year period.     
They have been deducted against paid-in-capital in 1997, which is deemed to     
be the period in which all placements were deemed to be substantially           
completed.                                                                      

Convertible Preferred Stock                                                     
Four hundred thousand shares of convertible preferred stock were issued as      
noted previously for the acquisition of national television advertising.        
These were converted to 1,200,000 shares of common stock in August, 1997.       

Treasury Stock                                                                  
On April 4, 1997, the company purchased on the open market 13,000 shares of     
its stock at $1.75 per share.                                                   

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New Issue $1-Preferred Stock                                                    
The Company expects to issue to the Kentfield Group LTD. Preferred stock in     
exchange for the $250,000 in debt reflected in Note 6.                          

The significant attributes of this issuance are as follows:                     

Each preferred share will be entitled to one vote on any matters which          
holders of common stock may vote.                                               

Each share will be able to be converted into two shares of common stock.        

The issue will have a redemption provision which will require any original      
investment of Kentfield to be repaid after thirty three months in the event     
that certain valuation levels are not met.                                      

Issue is to be secured by patents of the company.                               

(11)     COMMITMENT AND CONTINGENCIES                                           

The Company leases 30,000 square feet of assembly and office space on a         
month-to-month basis.  In February, 1998 an eighteen month lease was signed.    
This lease requires monthly payments of $2,500. TAL has the right to renew      
for an additional eighteen month period.                                        

TAL is a contingent guarantor on a loan in the amount of $120,000 owed to the   
Montgomery County New York Revolving Loan Fund by the Continental Marketing     
Group LLC.  Previously, the loan fund has been a guarantor to BSB Bank and      
Trust of Binghamton, New York the original lender. The Company was also a       
guarantor to BSB Bank and Trust on a loan in the amount of $30,000.  This       
loan has been assumed by Trim-A-Lawn Corporation and is reflected at December   
31, 1997 as a receivable due from a related party.                              

Continental Marketing Group has entered into a five year repayment program      
commencing September, 1997, to repay the amounts owed the Revolving Loan        
Fund.  TAL remains as a guarantor.                                              

12)     LEGAL PROCEEDINGS                                                       

Trim-A-Lawn has been sued for $140,000 by a former vendor who had provided      
engines to the Company.  Trim-A-Lawn has counter sued for an amount in excess   
of $1,000,000 citing negligence and other claims citing faulty product          
manufacture.  No actions have occurred beyond the filing of initial             
notifications.                                                                  

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13)     INCOME TAXES                                                            

No provision has been made for federal income taxes as the Company has          
incurred net operating losses on which no tax liability needs to be             
reflected.  These losses are available to offset future periods' income tax     
liabilities.  These losses will expire between 2005 and 2010 if not utilized    
sooner.                                                                         

A provision of $12,000 has been made for Delaware and New York State            
franchise taxes.                                                                

14)     SUBSEQUENT EVENTS                                                       

In April 1998, Trim-A-Lawn Corporation received and accepted an offer to sell   
its majority interest in Electronic Kourseware Interactive Inc. The buying      
group includes the president of EKI. This group had no ownership in EKI or      
Trim-A-Lawn Corporation prior to this transaction.                              

The purchase price agreed upon is $1,000,000 payable in installments over a     
ten year period with interest only at 10% for a period of up to forty eight     
months. The purchasers are required to begin principal payments in the forty    
ninth month and have the balance of principal completely paid at the end of     
one hundred and twenty months.                                                  

The principal amortization will be accelerated upon the attainment in any       
twelve month period of $2,000,000 in sales. In addition, management             
compensation has been restricted until this sales level has been reached.       

TAL has agreed to accept EKI common stock at $1 per share in satisfaction of    
an intercompany debt of approximately $300,000.                                 

TAL has as of December 31, 1997 written down to $1,000,000, the carrying        
value of its holdings in EKI.                                                   

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INDEPENDENT AUDITOR'S REPORT                                                    

To the Board of Directors and Shareholders of Trim-A-Lawn Corporation:          

I have audited the accompanying consolidated balance sheet of Trim-A-Lawn       
Corporation a Delaware corporation and Exclaim Production, Inc., its            
subsidiary as of December 31, 1996, and the related consolidated                
statements of operations, shareholders' equity, and cash flows for the          
years ended December 31, 1996 and 1995.  These consolidated financial           
statements are the responsibility of the Company's management.  My              
responsibility is to express an opinion on these consolidated financial         
statements based on my audit.                                                   

I conducted my audit in accordance with generally accepted auditing             
standards.  Those standards require that I plan and perform the audit to        
obtain reasonable assurance about whether the consolidated financial            
statements are free of material misstatement.  An audit includes                
examining, on a test basis, evidence supporting the amounts and                 
disclosures in the consolidated 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.  I believe that my audit provides a reasonable          
basis for my opinion.                                                           

In my opinion, the consolidated financial statements referred to above          
present fairly, in all material respects the financial position of Trim-        
A-Lawn Corporation and subsidiary as of December 31, 1996, and the              
results of their operations and their cash flows for the years ended            
December 31, 1996 and 1995 in conformity with generally accepted                
accounting principles.                                                          

Kerry Ann Molloy, CPA                                                           
Bronxville, New York                                                            
May 7, 1997                                                                     

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TRIM-A-LAWN CORPORATION and Subsidiary                         
Consolidated Balance Sheet                                     
December 31, 1996                                              

                                                               
ASSETS                                                         

Current Assets                                                 
Cash                                                    $3,243 
Accounts Receivable and Factored Reserve               135,858 
Inventory                                              318,393 
Prepaid Expense                                        105,861 
Loans Receivable Related Party                          55,654 
                                                       ------- 
Total Current Assets                                   619,009 
                                                       ------- 
Property and Equipment                                         
Leasehold Improvements                                   2,865 
Equipment                                              251,383 
Tooling                                                213,905 
Less  Accumulated Depreciation                        (291,580)
                                                       ------- 
Net Property and Equipment                             176,573 
                                                       ------- 
Other Assets                                                   
Software Source Codes                                  850,000 
Customer Lists                                         325,000 
Developed and Purchased Intellectual Property          260,209 
Organization and Development Costs                     395,152 
Trademarks and Patents                                 218,189 
Goodwill                                               498,553 
Less  Accumulated Amortization                         (83,046)
                                                     --------- 
Total Other Assets                                   2,464,057 
                                                     --------- 
Total Assets                                        $3,259,639 
                                                     ========= 

See Independent Accountant's Audit Report                                       
The Accompanying Notes are an Integral Part of the Financial Statements         

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TRIM-A-LAWN CORPORATION and Subsidiary                         
Consolidated Balance Sheet                                     
December 31, 1996                                              

                                                               
LIABILITIES AND SHAREHOLDERS' EQUITY                           

Current Liabilities                                            
Accounts Payable                                      $596,564 
Bank Line of Credit                                    369,245 
Other Short Term Debt                                   48,977 
Short Term Note                                         40,000 
Loans and Notes Payable - Current Portion               17,237 
                                                     --------- 
Total Current Liabilities                            1,072,023 
                                                     --------- 
Long Term Liabilities                                          
Loans and Notes Payable - Long Term Portion            123,212 
Loans and Notes Payable - Related Parties              268,500 
Accrued Interest Payable                                54,505 
                                                       ------- 
Total Long Term Liabilities                            446,217 
                                                       ------- 
Total Liabilities                                    1,518,240 
                                                    ---------- 
Shareholders' Equity                                           
Common Stock                                             1,514 
$.0001 Par Value                                               
Authorized - 50,000,000 Shares;                                
Issued and Outstanding 5,472,709 Shares                        

Preferred Stock                                      1,000,000 
$10 Par Value                                                  
Authorized - 5,000,000 Shares;                                 
Issued and Outstanding 100,000 Shares                          

Paid In Capital                                      3,702,054 
Accumulated Deficit                                 (2,962,169)
                                                    ---------- 
Total Shareholders' Equity                           1,741,399 
                                                    ---------- 
Total Liabilities and Shareholders' Equity          $3,259,639 
                                                    ========== 

See Independent Accountant's Audit Report                                       
The Accompanying Notes are an Integral Part of the Financial Statements         

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TRIM-A-LAWN CORPORATION and Subsidiary                                      
Consolidated Statement of Operations                                        
For the Years Ending December 31, 1996 and 1995                             

                                                      1996         1995     
                                                                            
Sales, Net of Returns                               $1,267,366     $699,913 

Cost of Sales                                          896,420      529,897 
                                                     ---------    --------- 
Gross Profit                                           370,946      170,016 
                                                     ---------    --------- 
Other Sales, General and Administrative Expenses       671,120      347,324 
Depreciation and Amortization                          108,507       25,278 
                                                     ---------    --------- 
Total Sales, General and Administrative Expenses       779,627      372,602 
                                                      --------    --------- 
Other Income or (Expense)                                                   
Research and Development                               (12,884)        0    
Funding Charges                                        (17,504)        0    
Interest Expense and Finance Costs                     (85,323)     (68,815)
                                                      --------    --------- 
Total Other Income or (Expense)                       (115,711)     (68,815)
                                                      --------    --------- 
Net Loss for the Period                              ($524,392)   ($271,401)
                                                      ========    ========= 

Net Loss Per Common Share Outstanding                   ($0.10)      ($0.02)

See Independent Accountant's Audit Report                                       
The Accompanying Notes are an Integral Part of the Financial Statements         

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TRIM-A-LAWN CORPORATION and Subsidiary                                      
Statement of Cash Flows                                                     
For the Years Ended December 31, 1996 and 1995                              

                                                      1996         1995     
                                                                            
CASH FLOWS FROM OPERATING ACTIVITIES:                                       

Net Loss                                             ($524,392)   ($271,401)
Prior Period Adjustment                                (44,715)        0    

Adjustments to Reconcile Net Loss to Net                                    
  Cash Used By Operating Activities                                         
  Depreciation and Amortization                        108,506       25,278 

  Decrease (Increase) in Operating Assets                                   
  Accounts Receivable                                 (117,984)      11,439 
  Inventory                                           (118,199)    (144,573)
  Due from Equity Transactions - Net                   300,000         0    
  Accounts Receivable - Due from Investment                                 
    Banker                                                0        (300,000)
  Loans Receivable - Related Parties                   (18,515)     (32,739)
  Prepaid Expenses                                     (13,861)     (92,000)

  Increase (Decrease) in Operating Liabilities                              
  Accrued Interest Payable                              16,487      (41,278)
  Accounts Payable and Accrued Expenses                381,505      165,007 
  Other Liabilities                                    (99,366)    (146,958)
                                                      --------    --------- 
Net Cash Used by Operations                           (130,534)    (827,225)
                                                      --------    --------- 

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Cash Flows From Investing Activities                                        
  Purchase of Equipment                               (230,572)     (16,493)
  Purchase of Tooling                                  (33,600)        0    
  Software Source Codes                               (850,000)        0    
  Customer List                                       (325,000)        0    
  Goodwill                                            (381,700)        0    
  Purchase of Trademarks and Patents                  (157,661)     (16,162)
  Organization Costs                                  (164,167)        0    
  Capitalized Prototype Research                       (13,204)        0    
  Capitalized Product Development and                                       
    Marketing                                             0         (61,332)
  Capitalized Costs of Development of                  (81,478)        0    
    Financing Plan                                                          
  Capitalization of Startup Costs                      (36,432)        0    
  Engineering Costs                                    (18,671)        0    
  Video Productions                                    (19,868)        0    
  Purchase of Intellectual Property                   (260,209)        0    
  Leasehold Improvements                                  (841)        0    
                                                     ---------     -------- 
Net Cash Used by Investing Activities               (2,573,403)     (93,987)
                                                     ---------     -------- 
Cash Flows from Financing Activities                                        
  Proceeds from Bank Loans                             169,245         0    
  Proceeds of Long Term Loans and Notes                 14,445       58,736 
    Payable                                                                 
  Proceeds of Loans and Notes Related                  218,500         0    
    Parties                                                                 
  Proceeds from Other Short Term Loans Notes            68,477      200,000 
    Payable                                                                 
  Proceeds from Additional Paid In Capital           1,235,766         0    
  Principal Payment on Loans and Notes Payable            0        (289,994)
  Proceeds from Additional Paid In Capital                0         954,172 
  Preferred Stock Issuance                           1,000,000         0    
  Common Stock Issuance                                     64          537 
                                                     ---------     -------- 
Net Cash Provided by Financing Activities            2,706,497      923,451 
                                                     ---------     -------- 
Net Decrease in Cash                                     2,560        2,239 
Cash Beginning of Period                                   683       (1,556)
                                                     ---------     -------- 
Cash End of Period                                      $3,243    $     683 
                                                     =========     ======== 
Supplemental Disclosures of Cash Flow                                       
  Information                                                               
  Cash Paid During The Year For:                                            
    Interest                                          $ 85,323    $  29,422 
    Income Taxes                                      $    325    $   1,014 

See Independent Accountant's Audit Report                                       
The Accompanying Notes are an Integral Part of the Financial Statements         

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TRIM-A-LAWN CORPORATION and Subsidiary                                                                           
Statement of Shareholders' Equity (Deficit)                                                                      
For the Year Ended December 31, 1996                                                                             

                                        Common                                                                   
                                     Preferred Common      Preferred  Par    Paid In     Accumulated             
                                        Shares Shares      Par Value  Value  Capital     Deficit        Totals   
                                                                                                                 
Balances December 31, 1995                0    14,501,651      0      $1,450 $2,466,288  ($2,393,062)    $74,676 

Effect of Three for One Reverse           0     4,833,884      0         0        0           0              0   
Stock Split                                                                                                      
Shares Issued For Purchase of          100,000    300,000 $1,000,000      30  1,089,970       0       $2,090,000 
Subsidiary                                                                                                       
Conversion of Debt to Equity              0       135,825      0          14    135,816       0         $135,830 
New Shares Issued                         0       203,000      0          20     26,980       0          $27,000 
Prior Period Adjustment                   0          0         0         0      (17,000)     (44,715)   ($61,715)
Net Loss for the Period                   0          0         0         0        0         (524,392)  ($524,392)

Balances December 31, 1996             100,000  5,472,709 $1,000,000  $1,514 $3,702,054  ($2,962,169) $1,741,399 

See Independent Accountant's Audit Report                                       
The Accompanying Notes are an Integral Part of the Financial Statements.        

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TRIM-A-LAWN CORPORATION And Subsidiary                                          
Notes to Financial Statements                                                   
December 31, 1996                                                               

1)     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                               

General                                                                         
The accounting and reporting policies of Trim-A-Lawn Corporation (TAL) (The     
"Company") and its subsidiary conform with generally accepted accounting        
principles and practices within their respective industries.  The policies      
that materially affect the financial position and results of operations are     
summarized below.                                                               

Nature of Operations                                                            
The Company is a manufacturing company located in Utica, New York and           
operates in principally one business segment, that being the outdoor power      
equipment market.  Its products are sold predominantly through distributors     
to dealers specializing in lawn and garden equipment sales and support as       
well as mass merchandisers.  The Company also engages in the consumer direct    
marketing of its products using both print and television media.                

Exclaim Productions, Inc. a wholly owned subsidiary d/b/a, Electronic           
Kourseware Interactive, is a Nevada corporation which was organized for the     
purpose of developing, producing, and marketing a line of educational           
software products and electronic and courses kits for the secondary education   
school market, including vocational educational training.  The company is       
located in Orem, Utah.                                                          

Principles of Consolidation                                                     
The consolidated financial statements include the accounts of the Company and   
its wholly-owned subsidiary.  All material intercompany accounts and            
transactions have been eliminated in consolidation.                             

Method of Accounting                                                            
The Company employs the accrual method of accounting in accordance with         
generally accepted accounting principles which requires that income be          
recorded when earned and expenses recognized as they are incurred.              

Accounts Receivable                                                             
Accounts receivable are recorded net of any reserve for bad debts.  For the     
period ended December 31, 1996 and 1995 there were no bad debts.                

Inventory                                                                       
Inventory consists of completed products and related component parts which      
are valued at the lower of cost or market on a first in first out basis.        

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Equipment                                                                       
Property and equipment are stated at cost.  Depreciation is recorded on a       
straight line basis over estimated useful lives from five to ten years.         
Upon sales or other disposition of any equipment, both cost and accumulated     
depreciation are removed with any resulting gain or loss recorded in the        
period of sale or disposition.                                                  

Trademarks and Patents                                                          
Trademarks and patents are recorded at cost and amortized on a straight line    
basis over seventeen years.                                                     

Goodwill                                                                        
Goodwill has been recognized as the result of the combination of 1989 of the    
UnBlade Corporation with the ANova Corporation whose name was later changed     
to TRIM-A-LAWN CORPORATION.  The combination was treated as a purchase for      
financial statement purposes resulting in an excess of fair market values of    
the shares exchanged over the underlying market value of the assets of the      
UnBlade being treated as goodwill which is amortized over fifteen years.        

Other Intangibles                                                               
The Company has incurred engineering costs for the development of new           
products to be introduced in 1997 and 1998.  These new products include         
improvement to the environmentally sensitive battery powered units as well as   
new cutting head technology.  In addition, a plastic cutting blade with a       
steel edge and molded cutting line have been developed which will be usable     
on both company products as well as hand held trimmers sold by other            
manufacturers.                                                                  

In prior periods costs were incurred for the development of videos to be used   
in television advertising as well as other direct marketing efforts. These      
costs have been capitalized and are being amortized over a three year period.   

Account Payable                                                                 
Accounts payable consist of amounts owed trade vendors for goods or services    
used in the ordinary course of business.                                        

2)     ACCOUNTS RECEIVABLE AND FACTORED RESERVE                                 
In June 1996, the company entered into a factoring agreement with PCF           
Funding, Inc. of Rochester, New York a financing organization PCF purchases     
accounts receivable from TRIM-A-LAWN.  For any receivable so purchased, TRIM-   
A-LAWN receives an immediate seventy percent of the value of the receivable     
less finance charges.  This amount is paid directly to BSB Bank and Trust to    
reduce the outstanding line of credit.  The balance of any receivable, once     
collected is then remitted to the company.  BSB relends against the company's   
line of credit upon the presentation of purchase orders acceptable to the       
bank.  An intercreditors agreement is in place between the bank and PCF with    
respect to any accounts receivable purchased.  At statement date the amount     
of receivables purchased by PCF was $38,665.                                    

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3)     INVESTMENT IN SUBSIDIARY                                                 

TRIM-A-LAWN CORPORATION agreed in June 1996 to acquire substantially all of     
the assets and operations of Lectio Corporation, (EKI) for common and           
preferred stock valued at $2,090,000.  The assets acquired were valued as       
noted below.                                                                    

Category                              Amount                                    
Inventory                        $   220,000                                    
Equipment                            155,000                                    
Furniture and Fixtures                 8,300                                    
Customer List                        325,000                                    
Goodwill                             381,700                                    
Software Source Codes                850,000                                    
Trademarks and Copyrights            150,000                                    

Total                             $2,090,000                                    

The purchase was effected through a newly created subsidiary Exclaim            
Productions, Inc.  The transaction is considered non-taxable pursuant to        
Section 368 of the Internal Revenue Code.  Lectio has been a software           
development and distribution company selling its products primarily within      
the educational field.                                                          

Certain Lectio shareholders were also shareholders in TRIM-A-LAWN               
CORPORATION.                                                                    

The consolidated financial statements present the financial position, results   
of operations and cash flows of Trim-A-Lawn Corporation and Exclaim as if       
they were a single entity.  All the intercompany transactions have been         
eliminated.  As a result of the consolidation, all assets acquired from         
Lectio are reflected at the historical cost of the acquisition.                 

4)     RELATED PARTY TRANSACTIONS                                               

The financial statements include the following related party transactions.      

There were no amounts accrued or unpaid at statement date for personal          
services performed by any officer, director or shareholder in the               
corporation.                                                                    

The Continental Marketing Group LLC (CMG) is a shareholder in TAL.  TAL had     
previously contracted with CMG for marketing services.  All contractual         
relationships for these services were terminated as of December 31, 1995.       
TAL however remains as contingent guarantor for CMG on a line of credit it      
has with a lending institution as reflected in Note 10.                         

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Loans receivable related party represents amounts owed by a former officer      
and employee for advances made between 1994 and 1995.                           

5)     BANK LINE OF CREDIT                                                      

The Company has $200,000 line of credit with BSB Bank and Trust of              
Binghamton, New York.  Interest on the line is calculated at 2% over prime      
which at statement date amounted to 11.25%.  The line is secured by a first     
security position in all company assets in addition to being personally         
guaranteed by corporate officers.  The principal balance owed by December 31,   
1996 was $200,000.  The facility was renewed in April 1997.                     

Exclaim Productions Inc. d/b/a Electronic Kourseware Interactive has an         
operating line of credit arrangement with a financial institution, under        
which it may borrow the lesser of $125,000 or 75% of eligible accounts          
receivable. The loan has exceeded the borrowing base by $44,245 as of           
December 31, 1996.  Amounts drawn under this line of credit bear interest at    
prime plus 2% and are payable on demand.  The line is secured by inventory      
and accounts receivable.                                                        

Exclaim has at the bank's request entered into a repayment program which will   
reduce the outstanding amount to $75,000 by the fall of 1998.  Payments have    
begun to effect this program.                                                   

6)     LOANS AND NOTES PAYABLE                                                  
At statement date the Company was indebted on a long term basis as follows.     

Lender                                                   Amount                 

City of Utica Revolving Loan Fund, maturing                                     
in October 1998 with interest at 9%.  Secured                                   
by a second security position in all corporate                                  
assets and the personal guarantee of company                                    
officers.  Principal and interest payments of                                   
$1,129 are due monthly.  Loan Proceeds were used                                
to meet working capital needs.                         $ 75,000                 

Rome Industrial Development Corporation maturing                                
October 1998 with interest at 6.75%.  Principal                                 
and interest payments of $975 are due monthly through                           
the maturity date.  This loan is unsecured and is                               
guaranteed by a corporate officer.   Loan proceeds                              
were used to meet working capital needs.                 28,949                 

Smead Family Trust, note payable with interest at                               
15% per year on the unpaid balance.  The note is                                
secured by an interest in certain patents and                                   
trademarks.                                               5,000                 

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Richard A. Reed, note payable with interest at 15%                              
per year on the unpaid balance.  The note is secured                            
by an interest in certain patents and trademarks.         1,500                 

Lynda M. Eyrich, note payable with interest at 15%                              
per year on the unpaid balance.  The note is secured                            
by an interest in certain patents and trademarks.        22,000                 

John W. and Helen R. Boone Trust with interest at 15%                           
per year on the unpaid balance.  The note is secured                            
by an interest in certain patents and trademarks.         4,000                 

Charles and Julian Fetter Trust, note payable with                              
interest at 15% per year on the unpaid balance.  The                            
note is secured by an interest in certain patents                               
and trademarks.                                           4,000                 

Total Loans and Notes Payable                          $140,449                 
Less Current Portion                                    (17,237)                
Long Term Portion                                      $123,212                 

At statement date the company was indebted on a short term basis to the         
Montgomery County Economic Development Corporation in the amount of $40,000     
with an interest rate of 7%.                                                    

7)     NOTE RELATED PARTIES                                                     

Note payable related party is as follows.  Each of the individuals noted is a   
shareholder.                                                                    

Lender                                               Amount                     

Clark Kerr, note payable with interest at 12%                                   
per year on the unpaid balance.  The note is                                    
secured by an interest in certain patents and                                   
trademarks.                                        $117,000                     

Tom Kerr, note payable with interest at 12%                                     
per year on the unpaid balance.  The note is                                    
secured by an interest in certain patents and                                   
trademarks.                                           4,000                     

Boyd Schenk, note payable, with interest at 10.5%                               
per year on the unpaid balance.                      97,500                     

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Jim R. Clare note payable with interest at 10%       25,000                     

Don Valverde note payable with interest at 10%       25,000                     

Total                                              $268,500                     

Interest is accrued at statement date.                                          

8)     ACCRUED INTEREST PAYABLE                                                 

Interest has been accrued on all loans outstanding with $30,416 of the total    
of $54,505 being owed to related parties.  The Company expects to exchange      
its stock for the underlying debt which will in effect eliminate this           
liability.                                                                      

9)     NON-MONETARY TRANSACTIONS                                                

All non-monetary transactions consisted of the issuance of either company       
preferred or common stock in exchange for debt or assets.                       

10)     COMMITMENT AND CONTINGENCIES                                            

The Company leases 5,000 square feet of manufacturing and office space under    
a three year lease commitment which expires, June 30, 1997.  The minimum non-   
cancelable lease commitments are as follows.                                    

1997                    $3,000                                                  

The Company utilizes an additional 5,000 square feet of manufacturing and       
storage space under a month to month lease arrangement.  There are no non-      
cancelable lease commitments on this space.                                     

TAL is a contingent guarantor of a $150,000 line of credit of the Continental   
Marketing Group LLC.  This line is owed to the BSB Bank and Trust of            
Binghamton, New York.  A primary guarantor of the note is the Montgomery        
County, New York Revolving Loan Fund which has provided an 80% guarantee to     
the bank.  Guarantors of the remaining 20% include corporate officers of TAL    
and the president of the Continental Marketing Group LLC.                       

The line expired in September, 1996.  BSB has exercised its option under its    
loan agreement to request that Montgomery County provide payment for its 80%    
share of the loan.  CMG has asked Montgomery County for a structured            
repayment program to amortize any amounts paid on behalf of CMG under the       
guarantee.  TAL will continue its guarantee under any new loan program and      
may be required to participate in any program which may be structured.          
Should this occur, TAL will take back a commensurate number of shares of TAL    
stock held by CMG.                                                              

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11)     SUBSEQUENT EVENTS                                                       

Subsequent to statement date, the events outlined below have occurred.          

TRIM-A-LAWN and its subsidiary at December 31, 1996 had negative working        
capital.  Through issuance date new working capital of $468,000 has been        
secured through a combination of debt and stock sales.  The company is in the   
process of raising additional equity funds through the sale of its stock        
pursuant to Rule 504 of Regulation D of the Securities Regulations.             

Exclaim Productions Inc. has been merged into Jackson Technology Inc., a        
publically traded company.  The merged entities will operate using the name     
Electronic Kourseware Interactive (EKI).  TAL received an 82% interest in       
Jackson with the previous ownership of Jackson and the management of TAL        
retaining the difference.                                                       

At merger date, eight million shares representing the total outstanding stock   
of the merged entity were issued.  Jackson trades using the symbol JAKT.        
Management will use the public standing of the newly merged companies to meet   
the working capital needs of Exclaim.                                           

In April 1997, both TAL and Exclaim purchased, using their stock, significant   
amounts of national television advertising time.  This advertising time will    
be used to promote nationally, the product lines of each company.               

The significant attributes of the purchase agreement are that the seller has    
agreed to vote its shares with management, both companies retain the right to   
exchange any unused advertising for a proportionate amount of stock used to     
acquire the asset and that the advertising time acquired may be freely sold     
or transferred.                                                                 

TRIM-A-LAWN, acquired in two separate transactions of four and five million     
dollars of advertising time in exchange for 400,000 shares of preferred and     
1,500,000 common stock respectively.                                            

In a similar fashion, Exclaim acquired ten million dollars of advertising       
time in exchange for 3,120,000 of common stock.  After this transaction,        
Exclaim had 11,120,000 shares outstanding of which TAL owns 6,443,000 shares.   

For reporting purposes, TAL and Exclaim have recorded the asset, prepaid        
advertising, at a discount of forty percent to reflect an estimated net         
realizable value based upon a disposition in a manner other than utilization    
in the implementation of a national advertising campaign.                       

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12)     INCOME TAXES                                                            

No provision has been made for federal or state income taxes as the Company     
has incurred operating losses on which no tax liability needs to be             
reflected.  These losses are available to offset future periods' income tax     
liabilities.  These losses will expire, if not used, over a period beginning    
with the year 2005 and ending in the year 2010.                                 

ITEM 14 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND       
FINANCIAL DISCLOSURE                                                            

None.                                                                           

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ITEM 15 - FINANCIAL STATEMENTS AND EXHIBITS                                     

(a)1.  Attached are the following exhibits and financial statements.            

Reference                                                    Page               
------------------------------------------------------       ----               
1998 FIRST AND SECOND QUARTER FINANCIAL STATEMENTS-                             
Balance Sheet - Unaudited                                    18-19              
Statement on Income, Expense and Retained                      20               
Deficit - Unaudited                                                       
Statement of Cash Flows                                        21               
Notes to Financial Statements                                  22               

1997 FINANCIAL STATEMENTS-                                                      
Independent Certified Public Accountants' Report               23               
Consolidated Balance Sheet                                   24-25              
Consolidated Statement of Operations                           26               
Consolidated Statement of Changes in Shareholders'                              
Equity (Deficit)                                             27             
Consolidated Statement of Cash Flows                           28               
Notes to Consolidated Financial Statements                   29-38              

1996 AND 1995 FINANCIAL STATEMENTS-                                             
Independent Auditor's Report                                   39               
Consolidated Balance Sheet                                   40-41              
Consolidated Statements of Operations                          42               
Statement of Cash Flows                                      43-44              
Statement of Shareholders' Equity (Deficit)                    45               
Notes to Financial Statements                                46-53              

(a)3.    Exhibits                                                               

(3)(i)   Certificate of Incorporation                     56-68           
(3)(ii)  By-Laws                                          69-81           
(21)      Subsidiaries of the Registrant                     82             
(27)      Financial Information                              83             

(b).     Reports of Form 8-K.                                                   
None                                                  --      

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SIGNATURES              

Pursuant to the requirements of Section 12 of the Securities Exchange Act of    
1934, the Registrant has duly caused this registration statement to be signed   
on its behalf by the undersigned, thereunto duly authorized.                    

TRIM A LAWN CORPORATION                                       
--------------------------------                                      
(Registrant)                                      
                     Dated: September___, 1998

/s/ Dallas Jones                                                    
-----------------------                                               
Dallas Jones                                                
President                                                   

/s/ Robert J. Salluzzo                                              
-----------------------                                               
Robert J. Salluzzo                                          
Director of Finance                                         

SIGNATURES                                                                      

Pursuant to the requirements of Section 12 of the Securities Exchange Act of    
1934, the Registrant has duly caused this registration statement to be signed   
on its behalf by the undersigned, thereunto duly authorized.                    

---------------------------------------------------------------------           
Signature                      Title                         Date               
---------------------------------------------------------------------           
/s/Dallas W. Jones           Director                  September  , 1998      
--------------------                                                            
Dallas W. Jones                                                         

/s/Richard P. Nadeau         Director                  September  , 1998      
--------------------                                                            
Richard P. Nadeau                                                       

/s/ Robert J. Salluzzo       Director                  September  , 1998      
--------------------                                                            
Robert J. Salluzzo                                                      

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Exhibit 3(i)                                                                    
CERTIFICATE OF INCORPORATION OF TRIM-A-LAWN CORPORATION                         

1.    The name of the Corporation is:                                           

TRIM-A-LAWN CORPORATION                                                         

2.    The address of its registered office in the State of                      
Delaware is 1013 Centre Road, in the City of Wilmington, County                 
of New Castle.  The name of its registered agent at such address                
is CORPORATION SERVICE COMPANY.                                                 

3.    The nature of the business or purposes to be conducted or                 
promoted is:                                                                    
To engage in any lawful act or activity for which corporations                  
may be organized under the General Corporation Law of Delaware.                 

4.    The total number of shares of stock which the corporation                 
shall have authority to issue is Fifty Million (50,000,000)                     
shares, having a par value of $.0001 per share, an aggregate                    
capital of $5,000.                                                              

5.    The name and mailing address of the incorporator is as                    
follows:                                                                        

NAME                               MAILING ADDRESS                              

Eric Newlan                        4835 Lyndon B. Johnson Freeway               
Suite 825 
         Dallas, Texas 75244

6.    The Corporation is to have perpetual existence.                           

7.    In furtherance of and not in limitation of the powers                     
conferred by statute, the Board of Directors is expressly                       
authorized:                                                                     

To make, alter or repeal the Bylaws of the Corporation.                         

8.    Elections of directors need not be by written ballot unless               
the Bylaws of the Corporation shall so provide.                                 
Meetings of stockholders may be held within or without the State                
of Delaware, as the Bylaws may provide.  The books of the                       
Corporation may be kept (subject to any provision contained in                  
the statutes) outside the state of Delaware at such place or                    
places as may be designated from time to time by the Board of                   
Directors or in the Bylaws of the Corporation.                                  

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9.    The Corporation reserves the right to amend, alter, change                
or repeal any provision contained in this Certificate of                        
Incorporation, in the manner now or hereafter prescribed by                     
statute, and all rights conferred upon stockholders herein are                  
granted subject to this reservation.                                            

10.   Directors of the Corporation shall not be liable to the                   
Corporation or its stockholders for damages for breach of                       
fiduciary duty, unless such breach involves a breach of duty of                 
loyalty, acts or omissions not in good faith or which involve                   
intentional misconduct or a knowing violation of law or involve                 
unlawful payment of dividends or unlawful stock purchases or                    
redemptions, or involve a transaction from which the director                   
derived an improper personal benefit.                                           

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for              
the purpose of forming a corporation pursuant to the General                    
Corporation Law of the State of Delaware, do make this                          
certificate, hereby declaring and certifying that this is my act                
and deed and the facts herein stated are true, and accordingly                  
have hereunto set my hand this 26th day of January, 1989.                       

Eric Newlan                                                                     

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STATE OF DELAWARE                                                               

CERTIFICATE OF AMENDMENT OF                                                     

CERTIFICATE OF INCORPORATION                                                    

FIRST:  That at a meeting of the Board of Directors of Trim-A-                  
Lawn Corporation resolutions were duly adopted setting forth a                  
proposed amendment of the Certificate of Incorporation of said                  
corporation, declaring said amendment to be advisable and calling               
a meeting of the stockholders of said corporation for                           
consideration thereof.  The resolution setting forth the proposed               
amendment is as follows:                                                        
RESOLVED, that the Certificate of Incorporation of this                         
corporation be amended by changing the Article thereof number "4"               
so that, as Amended, said Articles shall be and read as follows:                
"4.  The Corporation is authorized is issue two (2) classes of                  
shares as follows:                                                              
(a)     Common stock having a total number of Fifty Million                     
(50,000,000) shares and a par value of $.0001 per share.                        
(b)     Preferred Stock having a total number of 500,000 shares                 
and a par value of $10.00 per share.                                            
(c)     The preference and privileges granted to and restrictions               
imposed upon each class of shares, or the holders of these shares               
are as follows:                                                                 
(1)     Voting Rights                                                           
"The Common Stock and the Preferred Stock shall have full voting                
rights on all matters to come before the Corporation.  Each of                  
the aforesaid classes of shares shall have one vote per share.                  
(2)     Priority of the Preferred Stock in the Event of                         
Dissolution (i.e., "Liquidation Preference").                                   
The Preferred Stock shall be preferred over the Common Stock of                 
the Corporation and any class or series of stock ranking junior                 
to the Preferred Stock as to distribution of assets in the event                
of any liquidation, dissolution or winding up of the Corporation                
and, in that event, subject to the provisions of applicable law,                
the holder thereof shall be entitled to receive, out of the                     
assets of the Corporation available for distribution to its                     
shareholders, Ten Dollars ($10.00) per share of Preferred Stock,                
together with the amount of any dividends accrued or unpaid as of               
the date of liquidation (the "Liquidation Preference").  Upon any               
liquidation, dissolution or winding up of the Corporation, after                
payment shall have been made in full on any other securities                    
which are senior as to distribution of assets to Preferred Stock,               
and after payment shall have been made in full on the Preferred                 
Stock as provided in this paragraph (2) but not prior thereto,                  
the holders of all the remaining capital stock including the                    
Common Stock or any other series or class of stock ranking junior               

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to the Preferred Stock as to distribution of assets shall,                      
subject to the respective terms and provisions of the Certificate               
of Incorporation of the Corporation, if any, applying thereto, be               
entitled to receive any and all assets remaining to be paid or                  
distributed, and the holders of the Preferred Stock shall not be                
entitled to share therein.  The merger or consolidation of the                  
Corporation with another corporation and/or the sale, lease,                    
pledge or mortgage of all or substantially all of the assets of                 
the Corporation shall not be deemed to be a liquidation,                        
dissolution or winding up of the Corporation for the purpose of                 
this paragraph (2).                                                             

(3)     Right of Conversion into Shares of Common Stock of the                  
Corporation.                                                                    
(a)     General.  Any share or shares of Preferred Stock may be                 
converted, provided that such shares have not been redeemed, at                 
any time, at the option of the holder, in the manner hereinafter                
provided, into fully paid and nonassessable shares of Common                    
Stock of the Corporation;  provided, however, that upon any                     
liquidation, dissolution or winding up of the Corporation, the                  
right of conversion shall terminate at the close of business on                 
the date prior to the date fixed for the initial payment of                     
distributable amounts on the Preferred Stock.                                   

(b)     Conversion Rate.  Each share of Preferred Stock may be                  
converted, subject to the terms and provisions of this paragraph                
(3) three (3) shares of the Corporation's Common Stock.  Each                   
share of Preferred Stock shall be convertible into Common Stock                 
by surrender to the Corporation of the certificate representing                 
such shares of Preferred Stock to be converted by the Holder and                
by giving written notice to the Corporation of the Holder's                     
election to convert.                                                            

The Corporation shall, as soon as practicable after receipt of                  
such written notice and the proper surrender to the Corporation                 
of the certificate or certificates representing shares of                       
Preferred Stock to be converted in accordance with the above                    
provisions, issue and deliver for the benefit of the holder at                  
the office of the Corporation's duly appointed transfer agent                   
(the "Transfer Agent") to the holder for whose account such                     
shares of Preferred Stock were so surrendered or to such Holder's               
nominee or nominees, certificates for the number of shares of                   
Common Stock to which the holder shall be entitled.  The                        
certificates of Common Stock of the Corporation issued upon                     
conversion shall bear such legends as may be required by state or               
federal laws.  Such conversion shall be deemed to have been                     
effective immediately prior to the close of business on the date                
on which the Corporation shall have received both such written                  
notice and the properly surrendered certificates for shares of                  

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Preferred Stock to be converted (the "Conversion Date") and at                  
such time the rights of the holder shall cease and the person or                
persons entitled to receive the shares of Common Stock issuable                 
upon the conversion of such shares of Preferred Stock shall be                  
deemed to be, and shall be treated for all purposes as, the                     
record holder or holders of such Common Stock on the Conversion                 
Date.  The Corporation shall not be required to convert, and no                 
surrender of shares of Preferred Stock or written notice of                     
conversion with respect thereto shall be effected for that                      
purpose, while the stock transfer books of the Corporation are                  
closed for any reasonable business purpose for any reasonable                   
period of time, but the proper surrender of shares of Preferred                 
Stock for conversion while such books are so closed shall become                
effective for conversion immediately upon the reopening of such                 
books.  During the period in which the stock transfer books of                  
the Corporation are closed, the Corporation may neither declare a               
dividend, declare a record date for payment of dividends nor make               
any payment of dividends.                                                       
(c)     Cancellation.  Preferred Stock converted into Common                    
Stock pursuant to the provisions of this paragraph (3) shall be                 
retired and canceled by the Corporation and given the status of                 
authorized and unissued preferred stock.                                        
(d)     Reissuance if Conversion is Partial.  In the case of any                
certificate representing shares of Preferred Stock which is                     
surrendered for conversion only in part, the Corporation shall                  
issue and deliver to the holder a new certificate or certificates               
for Preferred Stock of such denominations as requested by the                   
holder in the amount of Preferred Stock equal to the unconverted                
shares of the Preferred Stock represented by the certificate so                 
surrendered.                                                                    
(e)     Transfer Taxes.  The issuance of certificates for share                 
of Common Stock upon the conversion of share of Preferred Stock                 
shall be made without charge to the converting shareholder for                  
any tax in respect of the issuance of such certificates;                        
provided, however, that the Corporation shall not be required to                
pay any tax which may be payable in respect of any transfer                     
involved in the issuance and delivery of any certificate                        
representing shares of Common Stock in a name other than that of                
the holder, and the Corporation shall not be required to issue or               
deliver such certificates unless or until the person or persons                 
requesting the issuance thereof shall have paid to the                          
Corporation the amount of such tax or shall have established to                 
the satisfaction of the Corporation that such tax has been paid.                
(f)     Reservations of Shares. The Corporation shall, at all                   
times during which shares of Preferred Stock may be converted                   
into Common Stock as provided in this paragraph (3) reserve and                 
keep available out of any Common Stock held as treasury stock or                
out of its authorized and unissued Common Stock, or both, solely                
for the purpose of delivery upon conversion of the shares of                    

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Preferred Stock as herein provided, such number of shares of                    
Common Stock as shall then be sufficient to affect the conversion               
of all shares of Preferred Stock from time to time outstanding,                 
and shall take such action as may from time to time be necessary                
to ensure that such shares of Common Stock will, when issued upon               
conversion of Preferred Stock, be fully paid and nonassessable.                 
(g)     Adjustment of Conversion Rate.  The Conversion Rate                     
provided in subdivision (b) of this paragraph (3), in respect of                
Preferred Stock, shall be subject to adjustment from time to time               
as follows:                                                                     
i)      While any shares of Preferred Stock shall be outstanding,               
in case the Corporation shall subdivide the outstanding shares of               
Common Stock into a greater number of shares of Common Stock or                 
combine the outstanding shares of Common Stock into a smaller                   
number of shares of Common Stock, or issue, by reclassification                 
of its shares of Common Stock, any shares of the Corporation, the               
Conversion Rate in effect immediately prior thereto shall be                    
adjusted so that the holder shall be entitled to receive the                    
number of shares which it would have owned or been entitled to                  
receive after the happening of any of the events described above,               
had such share of Preferred Stock been converted immediately                    
prior to the happening of such event, such adjustment to become                 
effective immediately after the opening of business on the day                  
following the day upon which such subdivision or combination or                 
reclassification, as the case may be, becomes effective.                        
ii)     In case the Corporation shall be consolidated with, or                  
merge into, any other corporation, and the Corporation does not                 
survive, proper provisions shall be made as a part of the terms                 
of such consolidation or merger, whereby the holder shall                       
thereafter be entitled, upon exercise of such Holder's conversion               
rights, to receive the kind and amount of shares of stock or                    
other securities of the Corporation resulting from such                         
consolidation or merger, or such other property, as the holder                  
would have received if such conversion rights were exercised                    
immediately prior to the effectiveness of such merger or                        
consolidation.                                                                  
iii)    In the event the Corporation at any time, or from time to               
time makes or issues, or fixes a record date for the                            
determination of holders of Common Stock entitled to receive, a                 
dividend or other distribution payable in additional shares of                  
Common Stock or Common Stock Equivalents (as defined herein)                    
without a corresponding dividend or other distribution to the                   
holder, based upon the number of shares of Common Stock into                    
which the Preferred Stock is convertible, then and in each such                 
event the Conversion Rate then in effect will be increased as of                
the time of such issuance or, in the event such a record date                   
shall have been fixed, as of the close of business on such record               
date, by multiplying such Conversion Rate by a fraction:                        
(A)     the numerator of which will be the total number of shares               

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of Common Stock issued and outstanding immediately prior to the                 
time of such issuance or the close of business on such record                   
date plus the number of shares of Common Stock issuable in                      
payment of such dividend or distribution (which, in the case of                 
Common Stock Equivalent, shall mean the maximum number of shares                
of Common Stock issuable with respect thereto, as set forth in                  
the instrument relative thereto without regard to any provisions                
for subsequent adjustment); and                                                 
(B)     the denominator of which will be the total number of                    
shares of Common Stock issued and outstanding immediately prior                 
to the time of such issuance or the close of business on such                   
record date;                                                                    
iv)     Provided, however, that if such record date is fixed and                
such dividend is not fully paid or if such distribution is not                  
fully made on the date fixed therefor, the Conversion Rate will                 
be recomputed accordingly as of the close of business on such                   
record date, and thereafter such Conversion Rate will be adjusted               
pursuant to this subparagraph (iii) as of the time of actual                    
payment of such dividends or distributions.                                     
v)      In the event the Corporation at any time or from time to                
time makes or issues, or fixes a record date for the                            
determination of holders of Common Stock entitled to receive a                  
dividend or other distribution payable to all holders of Common                 
Stock in securities of the Corporation which are Common Stock                   
Equivalents, then, upon making such dividend or distribution,                   
provisions will be made so that the holder will receive the                     
amount of securities of the Corporation which it would have                     
received had its Preferred Stock been converted into Common Stock               
on the date of such event.                                                      
vi)     In the event the Corporation sells or issues any Common                 
Stock, or sells or issues Common Stock Equivalents which can be                 
converted into Common Stock, at a per share consideration (as                   
defined below in this subparagraph (vi) of paragraph (c)(7)) less               
than the then fair market value as determined under paragraph                   
(viii), then the Holder shall be entitled to purchase from the                  
Corporation in cash (for the same per share consideration at                    
which such Common Stock was issued or the per share price at                    
which a share of Common Stock is acquirable upon exercise or                    
conversion of Common Stock Equivalents) that additional number of               
shares of Common Stock which when added to the number of shares                 
of Common Stock acquirable by the Holder upon conversion of any                 
shares of Preferred Stock outstanding and held by such holder                   
immediately before such issue or sale ("the Acquirable Shares"),                
will equal a percentage of the number of shares of Common Stock                 
Deemed Outstanding (as defined herein) immediately after such                   
sale or issuance that is the same as the percentage of the number               
of shares of Common Stock Deemed Outstanding immediately before                 
such issuance or sale represented by the Acquirable Shares.  This               
right shall exist for a forty-five-day period following the sale                

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or issuance of shares of Common Stock or Common Stock                           
equivalents, and thereafter shall cease to exist.                               

For the above purposes, the per share consideration with respect                
to the sale or issuance of Common Stock will be the price per                   
share received by the Corporation, prior to the payment of any                  
expenses, commissions, discounts and other applicable costs.                    
With respect to the sale or issuance of Common Stock Equivalents                
which are convertible into or exchangeable for Common Stock                     
without further consideration, the per share consideration will                 
be determined by dividing the maximum number of shares of Common                
Stock issuable with respect to such Common Stock Equivalents (as                
set forth in the instrument relating thereto without regard to                  
any provisions contained therein for subsequent adjustment of                   
such number) into the aggregate consideration receivable by the                 
Corporation upon the sale or issuance of such Common Stock                      
Equivalents.  With respect to the issuance of other Common Stock                
Equivalents, the per share consideration will be determined by                  
dividing the maximum number of shares of Common Stock issuable                  
with respect to such Common Stock Equivalents into the total                    
aggregate consideration received by the Corporation upon the sale               
or issuance of such Common Stock Equivalents plus the minimum                   
aggregate amount of additional consideration received by the                    
Corporation upon the conversion or exercise of such Common Stock                
Equivalents.  In connection with the sale or issuance of Common                 
Stock and/or Common Stock Equivalents for non-cash consideration,               
the amount of consideration will be the fair market value of such               
consideration as determined in good faith by the Board of                       
Directors of the Corporation.                                                   
vii)    As used herein, the term "Common Stock Equivalent:  means               
any securities (whether debt or equity securities) or rights                    
issued by the Corporation convertible into or entitling the                     
holder thereof to receive shares of, or securities convertible                  
into, Common Stock.  The number of shares of "Common Stock Deemed               
Outstanding" at any date shall equal the sum of the number of                   
shares of Common Stock then outstanding plus the number of shares               
of Common Stock then obtainable pursuant to Common Stock                        
Equivalents.                                                                    
viii)   In the event the Corporation declares any dividend or                   
distribution payable to holders of this Common Stock (other than                
dividends payable out of the Corporation's retained earnings or                 
earned surplus and dividends payable in shares of Common Stock or               
in securities convertible into or exchangeable for shares of                    
Common Stock or rights or warrants to purchase Common Stock or                  
securities convertible into or exchangeable for shares of Common                
Stock or any other securities issued by the Corporation), the                   
Conversion Rate in effect immediately prior to the record date                  
for such dividend or distribution shall be proportionately                      
adjusted so that the holder shall be entitled to receive the                    

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number of shares of Common Stock into which such shares of                      
Preferred Stock was convertible immediately prior to such record                
date multiplied by a fraction, the numerator of which is the fair               
market value of a share of Common Stock on such record date and                 
the denominator of which is such per share fair market value of a               
share of Common Stock on such record date less the fair market                  
value on such record date of the securities or other property                   
which are distributed as a dividend or other distribution.  The                 
term "fair market value" of a share of Common Stock or of any                   
other security or other type of property on any date means (A) in               
the case of Common Stock or any other security (I) if the                       
principal trading market for such Common Stock or other security                
is an exchange or the NASDAQ national market on such date,                      
provided, if trading of such Common Stock or other security is                  
listed on any consolidated tape, the fair market value shall be                 
the closing price set forth on such consolidated tape on such                   
date, or (II) if the principal market for such Common Stock or                  
other security is the over-the-counter market (other than the                   
NASDAQ national market) the mean between the closing bid and                    
asked prices on such date as set forth by NASDAQ or (B) in the                  
case of Common Stock or any other security for which the fair                   
market value cannot be determined pursuant to clause (A) above or               
of any other security or type of property, the fair market value                
thereof on such date as determined in good faith by the Board of                
Directors.                                                                      
ix)     The Corporation will not, by amendment of its Certificate               
of Incorporation or through any reorganization, transfer of                     
assets, merger, dissolution, issuance or sale of securities or                  
any other voluntary action, avoid or seek to avoid the observance               
or performance of any of the terms to be observed or performed                  
hereunder by the Corporation, but at all times in good faith will               
assist in the carrying out of all the provisions of this                        
paragraph and in the taking of all such action as may be                        
necessary or appropriate in order to protect the conversion                     
rights of the holder against impairment.                                        
x)      No adjustment in the Conversion Rate shall be required,                 
unless such adjustment would require an increase or decrease of                 
at least one-tenth (0.10) share of Common Stock in the Conversion               
Rate of one share of Preferred Stock, provided that all                         
adjustments which do not meet this minimum requirement shall be                 
cumulated and the adjustment will be made when the cumulated                    
total is sufficient to require an adjustment.  All calculations                 
made pursuant to this subparagraph (xi) of paragraph (3)(g) shall               
be made to the nearest one-tenth (1/10th) of a share of Common                  
Stock.                                                                          
(h)     Fractional Shares.  No fractional shares of Common Stock                
or scrip representing fractional shares of Common Stock may be                  
issued at the option of the Corporation upon any conversion of                  
shares of Preferred Stock but, in lieu thereof, there shall be                  

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paid an amount in cash equal to the same fraction of the current                
market price of a whole share of Common Stock on the day                        
preceding the day of conversion.                                                
(i)     Statement to Transfer Agent.  Whenever the Conversion                   
Rate for shares of Preferred Stock shall be adjusted pursuant to                
the provisions of paragraph (3)(g) hereof, the Corporation shall                
forthwith maintain at its office and, if applicable, file with                  
the Transfer Agent for shares of Preferred Stock and for shares                 
of Common Stock, a statement signed by the President or a Vice                  
President of the Corporation and its Treasurer or an Assistant                  
Treasurer, stating the adjusted Conversion Rate and setting forth               
in reasonable detail the method of calculation and the facts                    
requiring such adjustment, such calculations to be confirmed by                 
the Corporation's independent auditors, and stating the facts on                
which the calculation is based.  Each adjustment shall remain in                
effect until a subsequent adjustment hereunder is required.                     

(4)     Dividends                                                               
The holders of the Preferred shares shall be entitled, for a                    
period of thirty-six (36) months beginning on the date of issue,                
in any fiscal year to receive dividends, when and as declared by                
the Board of Directors, out of any funds legally available for                  
the payment of dividends, paid in cash at the rate of $.70 per                  
Preferred share, before any dividend is paid on Common shares.                  
This dividend may be payable quarterly or otherwise as the Board                
of Directors may from time to time determine.  Dividends may be                 
declared and paid on Common shares in any fiscal year of the                    
Corporation only if dividends shall have been paid to or declared               
and set apart on all Preferred shares at that annual rate for                   
each quarter of the fiscal year of the Corporation, including the               
quarter in which dividends on Common shares are declared.  The                  
right to dividends on Preferred shares shall not be cumulative,                 
and no right shall accrue to the holders of Preferred shares by                 
reason of the fact that dividends on those shares are not                       
declared in any prior year, nor shall any undeclared or unpaid                  
dividend bear or accrue interest.                                               

(5)     Redemption of Preferred Shares                                          
(a)     Subject to the provisions of statute and to any other                   
applicable restrictions on the right of a Corporation to redeem                 
its own shares, the Corporation, at the option of the Board of                  
Directors, may, beginning on the thirty-seventh (37th) month                    
after issue and continuing indefinitely thereafter, at any time                 
or from time to time redeem the whole or any part of the                        
outstanding Preferred shares.                                                   
(b)     On redemption, the Corporation shall pay each share                     
redeemed, cash in the amount of $10.00 per share plus an amount                 
equal to all dividends on Preferred shares declared but unpaid on               
the date fixed for redemption (referred to as the "redemption                   

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price").  In case of the redemption at the option of the                        
Corporation of a part only of the outstanding Preferred shares,                 
the Corporation may designate pro rata or by lot the shares to be               
redeemed.  Less than all of the Preferred shares at any time                    
outstanding may not be redeemed until full dividends for the then               
current dividend period on all Preferred shares then outstanding,               
other that the shares to be redeemed, shall have been paid or                   
declared and the full amount set apart for payment.                             
(c)     At least sixty (60) days prior to the date fixed for                    
redemption, the Corporation shall mail notice of the redemption                 
to the holders of record of the Preferred shares to be redeemed                 
as of the date of mailing or as of a record date lawfully fixed                 
by the Corporation.  The notice shall be mailed by first-class                  
mail, postage prepaid to each of those shareholders at the                      
address of that holder appearing on the books of the Corporation                
or given by that holder to the Corporation for the purpose of                   
notice, of it no such address appears or is so given, at the                    
place where the principal office of the Corporation is located.                 
The notice shall state the date fixed for redemption, the                       
redemption price, the then current conversion price (as defined                 
with respect to those convertible shares) and the date of                       
termination or the right to convert and shall require the holder                
to surrender to the Corporation on the date fixed and at the                    
place designated in the notice, the holder's certificate or                     
certificates representing the shares to be redeemed if those                    
shares are certificated.  On or after the date fixed for                        
redemption, each holder or Preferred shares called for redemption               
shall, if those shares are certificated, (unless the holder has                 
previously exercised its option to convert preferred shares as                  
provided in paragraph three (3) hereof, surrender the certificate               
evidencing the shares to the Corporation at the place designated                
in the redemption notice and shall at that time be entitled to                  
receive payment of the redemption price.  If less than all the                  
shares represented by any surrendered certificate are redeemed, a               
new certificate for the unredeemed shares shall be issued.  If                  
the redemption notice is duly given and if sufficient funds are                 
available on the date fixed for redemption to pay the redemption                
price, then, whether or not the certificates evidencing the                     
Preferred shares to be redeemed are surrendered, the dividends                  
with respect to the shares so called for redemption shall cease                 
to accrue after the date fixed for redemption and all rights with               
respect to those shares so called for redemption shall cease and                
terminate as of the date fixed for redemption, except the right                 
of the holders to receive the redemption price, without interest,               
on surrender of their certificates, if those Preferred shares are               
certificated.                                                                   
(d)     If, on or prior to any date fixed for redemption of                     
Preferred shares, the Corporation deposits with any bank or trust               
company, as a trust fund: (a) a sum sufficient to redeem, on the                

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date fixed for redemption, the shares called for redemption; (b)                
in the case of the redemption of any uncertificated securities,                 
an officer's certificate (defined below) setting forth the                      
holders of the shares called for redemption, registered on the                  
books of the Corporation and the number of shares held by each;                 
and (c) irrevocable instructions and authority to the bank or                   
trust company to give the notice of redemption (or to complete                  
the giving of notice if commenced) and to pay, on and after the                 
date fixed for redemption or prior to that time, the redemption                 
price of the shares to their respective holders on surrender of                 
their share certificates (for certificated securities), then from               
and after the date of deposit, even though the date may be prior                
to the date fixed for redemption, the shares so called shall be                 
redeemed and dividends on those shares shall cease to accrue                    
after the date fixed for redemption.  "Officer's certificate", as               
used in the preceding sentence, means a certificate signed and                  
verified by the Board Chairman or the President or any Vice                     
President, and by the Secretary, the Chief Financial Officer, the               
Treasurer, or any assistant secretary or assistant treasurer of                 
the Corporation. The deposit shall constitute full payment for                  
the shares to their holders, and from and after the date of the                 
deposit, the shares shall no longer be outstanding, and the                     
holders of those shares shall cease to be shareholders with                     
respect to those shares and shall have no rights with respect to                
them, except the right to receive from the bank or trust company                
payment of the redemption price of the shares, without interest,                
on surrender of their certificates if the shares redeemed are                   
certificated and without surrender if the shares redeemed are                   
uncertificated, and the right to convert those shares as provided               
in paragraph three (3) at any time up to but not after the close                
of business on the sixtieth (60th) day prior to the date fixed                  
for redemption of those shares.  Any moneys so deposited on                     
account of the redemption price of Preferred shares converted                   
after the making of the deposit shall be repaid to the                          
Corporation immediately on the conversion of the Preferred                      
shares.  Any interest accrued on any funds so deposited shall be                
the property of, and paid to, the Corporation.  If the holders of               
Preferred shares so called for redemption shall not, at the end                 
of six years from the date fixed for redemption, have claimed any               
funds to deposited, the bank or trust company shall pay over to                 
the Corporation the unclaimed funds, and the bank or trust                      
company shall thereafter be relieved of all responsibility to                   
those holders and those holders shall look only to the                          
Corporation for payment of the redemption price."                               

SECOND:  That thereafter, pursuant to resolution of its Board of                
Directors, a special meeting of the stockholders of said                        
corporation was duly called and held, upon notice in accordance                 
with Section 222 of the General Corporation Law of the State of                 

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Delaware at which meeting the necessary number of shares as                     
required by statute were voted in favor of the amendment.                       

THIRD:  That said amendment was duly adopted in accordance with                 
the provisions of Section 242 of the General Corporation Law of                 
the State of Delaware.                                                          

FOURTH:  That the capital of said corporation shall not be                      
reduced under or by reason of said amendment.                                   

IN WITNESS WHEREOF, said Trim-A-Lawn Corporation has caused this                
certificate to be signed by Dallas W. Jones, an Authorized                      
Officer, this 10 day of May, 1996.                                              

By:  Dallas W. Jones                                                            
Authorized Officer                                                              
17646AAC                                                                        

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Exhibit 3 (ii)                                                                  

TRIM-A-LAWN CORPORATION BY-LAWS                                                 

ARTICLE I - STOCKHOLDERS                                                        

Section 1.     Annual Meeting                                                   

An annual meeting of the stockholders, for the election of                      
directors to succeed those whose terms expire and for the                       
transaction of such other business as may properly come before                  
the meeting, shall he held at such place on such date, and at                   
such time as the Board of Directors shall each year fix, which                  
date shall be within thirteen months subsequent to the later of                 
the date of incorporation or the last annual meeting of                         
stockholders.                                                                   

Section 2.     Special Meetings                                                 

Special meetings of the stockholders, for any purpose or purposes               
prescribed in the notice of the meeting, may be called by the                   
Board of Directors or the chief executive officer and shall be                  
held at such place, on such date, and at such time as they or he                
shall fix.                                                                      

Section 3.     Notice of Meetings                                               

Written notice of the place, date, and time of all meetings of                  
the stockholders shall be given, not less than ten nor more than                
sixty days before the date on which the meeting is to be held, to               
each stockholder entitled to vote at such meeting, except as                    
otherwise provided herein or required by law (meaning, here and                 
hereinafter, as required from time to time by the General                       
Corporation Law of the State of Delaware or the Certificate of                  
Incorporation).                                                                 

When a meeting is adjourned to another place, date or time,                     
written notice need not be given of the adjourned meeting if the                
place, date, and time thereof are announced at the meeting at                   
which the adjournment is taken; provided, however, that if the                  
date of any adjourned meeting is more than thirty days after the                
date for which the meeting was originally noticed, or if a new                  
record date is fixed for the adjourned meeting, written notice of               
the place, date, and time of the adjourned meeting shall be given               
in conformity herewith.  At any adjourned meeting, any business                 
may be transacted which might have been transacted at the                       
original meeting.                                                               

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Section 4.     Quorum                                                           

At any meeting of the stockholders, the holders of a majority of                
all of the shares of the stock entitled to vote at the meeting,                 
present in person or by proxy, shall constitute a quorum for all                
purposes, unless or except to the extent that the presence of a                 
larger number may be required by law.                                           

If a quorum shall fail to attend any meeting, the chairman of the               
meeting or the holders of a majority of the shares of the stock                 
entitled to vote who are present, in person or by proxy, may                    
adjourn the meeting to another place, date, or time.                            

If a notice of any adjourned special meeting of stockholders is                 
sent to all stockholders entitled to vote thereat, stating that                 
it will be held with those present constituting a quorum, then                  
except as otherwise required by law, those present at such                      
adjourned meeting shall constitute a quorum, and all matters                    
shall be determined by a majority of the votes cast at such                     
meeting.                                                                        

Section 5.     Organization                                                     

Such person as the Board of Directors may have designated or, in                
the absence of such a person, the highest ranking officer of the                
corporation who is present shall call to order any meeting of the               
stockholders and act as chairman of the meeting.  In the absence                
of the Secretary of the corporation, the secretary of the meeting               
shall be such person as the chairman appoints.                                  

Section 6.     Conduct of Business                                              

The chairman of any meeting of stockholders shall determine the                 
order of business and the procedure at the meeting, including                   
such regulation of the manner of voting and the conduct of                      
discussion as seem to him in order.                                             

Section 7.     Proxies and Voting                                               

At any meeting of the stockholders, every stockholder entitled to               
vote may vote in person or by proxy authorized by an instrument                 
in writing filed in accordance with the procedure established for               
the meeting.                                                                    

Each stockholder shall have one vote for every share of stock                   
entitled to vote which is registered in his name on the record                  
date for the meeting, except as otherwise provided herein or                    
required by law.                                                                

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All voting, except on the election of directors and where                       
otherwise required by law, may be by a voice vote; provided,                    
however, that upon demand therefor by a stockholder entitled to                 
vote or his proxy, a stock vote shall be taken.  Every stock vote               
shall be taken by ballots, each of which shall state the name of                
the stockholder or proxy voting and such other information as may               
be required under the procedure established for the meeting.                    
Every vote taken by ballots shall be counted by an inspector or                 
inspectors appointed by the chairman of the meeting.                            
All elections shall be determined by a plurality of the votes                   
cast, and except as otherwise required by law, all other matters                
shall be determined by a majority of the votes cast.                            

Section 8.     Stock List                                                       

A complete list of stockholders entitled to vote at any meeting                 
of stockholders, arranged in alphabetical order for each class of               
stock and showing the address of each such stockholder and the                  
number of shares registered in his name, shall be open to the                   
examination of any such stockholder, for any purpose germane to                 
the meeting, during ordinary business hours for a period of at                  
least ten (10) days prior to the meeting, either at a place                     
within the city where the meeting is to be held, which place                    
shall be specified in the notice of the meeting, or if not so                   
specified, at the place where the meeting is to be held.                        

The stock list shall also be kept at the place of the meeting                   
during the whole time thereof and shall be open to the                          
examination of any such stockholder who is present.  This list                  
shall presumptively determine the identity of the stockholders                  
entitled to vote at the meeting and the number of shares held by                
each of them.                                                                   

ARTICLE II - BOARD OF DIRECTORS                                                 

Section 1.     Number and Term of Office                                        

The number of directors who shall constitute the whole board                    
shall be such number not less than two nor more than twenty as                  
the Board of Directors shall at the time have designated.  Each                 
director shall be elected for a term of one year and until his                  
successor is elected and qualified, except as otherwise provided                
herein or required by law.                                                      

Whenever the authorized number of directors is increased between                
annual meetings of the stockholders, a majority of the directors                
then in office shall have the power to elect such new directors                 
for the balance of a term and until their successors are elected                

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and qualified.  Any decrease in the authorized number of                        
directors shall not become effective until the expiration of the                
term of the directors then in office unless, at the time of such                
decrease, there shall be vacancies on the board which are being                 
eliminated by the decrease.                                                     

Section 2.     Vacancies                                                        

If the office of any director becomes vacant by reason of death,                
resignation, disqualification, removal or other cause, a majority               
of the directors remaining in office, although less than a                      
quorum, may elect a successor for the unexpired term and until                  
his successor is elected and qualified.                                         

Section 3.     Regular Meetings                                                 

Regular meetings of the Board of Directors shall be held at such                
place or places, on such date or dates, and at such time of times               
as shall have been established by the Board of Directors and                    
publicized among all directors.  A notice of each regular meeting               
shall not be required.                                                          

Section 4.     Special Meetings                                                 

Special meetings of the Board of Directors may be called by one-                
third of the directors then in office or by the chief executive                 
officer and shall be held at such place, on such date, and at                   
such time as they or he shall fix.  Notice of the place, date and               
time of each such special meeting shall be given each director by               
whom it is not waived by mailing written notice not less than                   
three days before the meeting or by telegraphing the same not                   
less than eighteen hours before the meeting.  Unless otherwise                  
indicated in the notice thereof, any and all business may be                    
transacted at a special meeting.                                                

Section 5.     Quorum                                                           

At any meeting of the Board of Directors, one-third of the total                
number of the whole board, but not less than two, shall                         
constitute a quorum for all purposes.  If a quorum shall fail to                
attend any meeting, a majority of those present may adjourn the                 
meeting to another place, date, or time, without further notice                 
or waiver thereof.                                                              

Section 6.     Participation in Meeting by Conference Telephone                 

Members of the Board of Directors, or of any committee thereof,                 
may participate in a meeting of such board or committee by means                
of conference telephone or similar communications equipment that                

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enables all persons participating in the meeting to hear each                   
other.  Such participation shall constitute presence in person at               
such meeting.                                                                   

Section 7.     Conduct of Business                                              

At any meeting of the Board of Directors, business shall be                     
transacted in such order and manner as the board may from time to               
time determine, and all matters shall be determined by the vote                 
of a majority of the directors present, except as otherwise                     
provided herein or required by law.  Action may be taken by the                 
Board of Directors without a meeting if all members thereof                     
consent thereto in writing, and the writing or writings are filed               
with the minutes of proceedings of the Board of Directors.                      

Section 8.     Powers                                                           

The Board of Directors may, except as otherwise required by law,                
exercise all such powers and do all such acts and things as may                 
be exercised or done by the corporation, including, without                     
limiting the generality of the foregoing, the unqualified power:                

(1)  To declare dividends from time to time in accordance with                  
law;                                                                            

(2)  To purchase or otherwise acquire any property, rights or                   
privileges on such terms as it shall determine;                                 

(3)  To authorize the creation, making and issuance, in such form               
as it may determine, of written obligations of every kind,                      
negotiable or non-negotiable, secured or unsecured, and to do all               
things necessary in connection therewith;                                       

(4)  To remove any officer of the corporation with or without                   
cause, and from time to time to devolve the powers and duties of                
any officer upon any other person for the time being;                           

(5)  To confer upon any officer of the corporation the power to                 
appoint, remove and suspend subordinate officers and agents;                    

(6)  To adopt from time to time such stock, option, stock                       
purchase, bonus or other compensation plans for directors,                      
officers and agents of the corporation and its subsidiaries as it               
may determine;                                                                  

(7)  To adopt from time to time such insurance, retirement, and                 
other benefit plans for directors, officers and agents of the                   
corporation and its subsidiaries as it may determine; and,                      

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(8)  To adopt from time to time regulations, not inconsistent                   
with these by-laws, for the management of the corporation's                     
business and affairs.                                                           

ARTICLE III - COMMITTEES                                                        

Section 1.     Committees of the Board of Directors                             

The Board of Directors, by a vote of a majority of the whole                    
board, may from time to time designate committees of the board,                 
with such lawfully delegable powers and duties as it thereby                    
confers, to serve at the pleasure of the board and shall, for                   
those committees and any others provided for herein, elect a                    
director or directors to serve as the member or members,                        
designating, if it desires, other directors as alternative                      
members who may replace any absent or disqualified member at any                
meeting of the committee.  Any committee so designated may                      
exercise the power and authority of the Board of Directors to                   
declare a dividend or to authorize the issuance of stock if the                 
resolution which designates the committee or a supplemental                     
resolution of the Board of Directors shall so provide.  In the                  
absence or disqualification of any member of any committee and                  
any alternate member in his place, the member or members of the                 
committee present at the meeting and not disqualified from                      
voting, whether or not he or they constitute a quorum, may by                   
unanimous vote appoint another member of the Board of Directors                 
to act at the meeting in the place of the absent or disqualified                
member.                                                                         

Section 2.     Conduct of Business                                              

Each committee may determine the procedural rules for meeting and               
conducting its business and shall act in accordance therewith,                  
except as otherwise provided herein or required by law.  Adequate               
provision shall be made for notice to members of all meetings;                  
one-third of the members shall constitute a quorum unless the                   
committee shall consist of one or two members, in which event one               
member shall constitute a quorum; and all matters shall be                      
determined by a majority vote of the members present.  Action may               
be taken by any committee without a meeting if all members                      
thereof consent thereto in writing, and the writing or writings                 
are filed with the minutes of the proceedings of such committee.                

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ARTICLE IV - OFFICERS                                                           

Section 1.     Generally                                                        

The officers of the corporation shall consist of a president, one               
or more vice-presidents, a secretary, a treasurer and such other                
subordinate officers as may from time to time be appointed by the               
Board of Directors.  Officers shall be elected by the Board of                  
Directors, which shall consider that subject at its first meeting               
after every annual meeting of stockholders.  Each officer shall                 
hold his office until his successor is elected and qualified or                 
until his earlier resignation or removal.  The President shall be               
a member of the Board of Directors.  Any number of offices may be               
held by the same person.                                                        

Section 2.     President                                                        

The President shall be the chief executive officer of the                       
corporation.  Subject to the provisions of these by-laws and to                 
the direction of the Board of Directors, he shall have the                      
responsibility for the general management and control of the                    
affairs and business of the corporation and shall perform all                   
duties and have all powers which are commonly incident to the                   
office of chief executive or which are delegated to him by the                  
Board of Directors.  He shall have power to sign all stock                      
certificates, contracts and other instruments of the corporation                
which are authorized.  He shall have general supervision and                    
direction of all of the other officers and agents of the                        
corporation.                                                                    

Section 3.     Vice-Presidents                                                  
Each vice-president shall perform such duties as the Board of                   
Directors shall prescribe.  In the absence or disability of the                 
President, the Vice-President who has served in such capacity for               
the longest time shall perform the duties and exercise the powers               
of the President.                                                               

Section 4.     Treasurer                                                        

The Treasurer shall have the custody of all monies and securities               
of the corporation and shall keep regular books of account.  He                 
shall make such disbursements of the funds of the corporation as                
are proper and shall render from time to time an account of all                 
such transactions and of the financial condition of the                         
corporation.                                                                    

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Section 5.     Secretary                                                        

The Secretary shall issue all authorized notices for, and shall                 
keep minutes of, all meetings of the stockholders and the Board                 
of Directors.  He shall have charge of the corporate books.                     

Section 6.     Delegation of Authority                                          

The Board of Directors may from time to time delegate the powers                
or duties of any officer to any other officers or agents,                       
notwithstanding any provision hereof.                                           

Section 7.     Removal                                                          

Any officer of the corporation may be removed at any time, with                 
or without cause, by the Board of Directors.                                    

Section 8.     Action with Respect to Securities of Other Corporations          

Unless otherwise directed by the Board of Directors, the                        
President shall have power to vote and otherwise act on behalf of               
the corporation, in person or by proxy, at any meeting of                       
stockholders of or with respect to any action of stockholders of                
any other corporation in which this corporation may hold                        
securities and otherwise to exercise any and all rights and                     
powers which this corporation may possess by reason of its                      
ownership of securities in such other corporation.                              

ARTICLE V - RIGHT OF INDEMNIFICATION OF DIRECTORS, OFFICERS AND                 
OTHERS                                                                          

Section 1.     Right to Indemnification                                         

Each person who was or is made a party or is threatened to be                   
made a party to or is involved in any action, suit or proceeding,               
whether civil, criminal, administrative or investigative                        
("proceeding"), by reason of the fact that he or she or a person                
for whom he or she is the legal representative is or was a                      
director or officer, employee or agent of the corporation or is                 
or was serving at the request of the corporation as a director or               
officer, employee or agent of another corporation, or of a                      
partnership, joint venture, trust or other enterprise, including                
service with respect to employee benefit plans, whether the basis               
of such proceeding is alleged action in an official capacity as a               
director, officer, employee or agent or in any other capacity                   
while serving as a director, officer, employee or agent, shall be               
indemnified and held harmless by the corporation to the fullest                 
extent authorized by the Delaware General Corporation Law, as the               
same exists or may hereafter be amended (but, in the case of any                

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such amendment, only to the extent such amendment permits the                   
corporation to provide broader indemnification right than said                  
law permitted the corporation to provide prior to such amendment)               
against all expenses, liability and loss (including attorneys'                  
fees, judgments, fines, ERISA excise taxes or penalties and                     
amounts paid or to be paid in settlement) reasonably incurred or                
suffered by such person in connection therewith.  Such right                    
shall be a contract right and shall include the right to be paid                
by the corporation expenses incurred in defending any such                      
proceeding in advance of its final disposition; provided,                       
however, that the payment of such expenses incurred by a director               
or officer of the corporation in his or her capacity as a                       
director or officer (and not in any other capacity in which                     
service was or is rendered by such person while a director or                   
officer, including, without limitation, service to an employee                  
benefit plan) in advance of the final disposition of such                       
proceeding, shall be made only upon delivery to the corporation                 
of an undertaking, by or on behalf of such director or officer,                 
to repay all amounts so advanced if it should be determined                     
ultimately that such director or officer is not entitled to be                  
indemnified under this section or otherwise.                                    

Section 2.     Right of Claimant to Bring Suit                                  

If a claim under Section 1 is not paid in full by the corporation               
within 90 days after a written claim has been received by the                   
corporation, the claimant may at any time thereafter bring suit                 
against the corporation to recover the unpaid amount of the                     
claim, and if successful in whole or in part, the claimant shall                
be entitled to be paid also the expense of prosecuting such                     
claim.  It shall be a defense to any such action (other than an                 
action brought to enforce a claim for expenses incurred in                      
defending any proceeding in advance of its final disposition                    
where the required undertaking has been tendered to the                         
corporation) that the claimant has not met the standards of                     
conduct which make it permissible under the Delaware General                    
Corporation Law for the corporation to indemnify the claimant for               
the amount claimed, but the burden of proving such defense shall                
be on the corporation.  Neither the failure of the corporation                  
(including its Board of Directors, independent legal counsel, or                
its stockholders) to have made a determination prior to the                     
commencement of such action that indemnification of the claimant                
is proper in the circumstances because he or she has met the                    
applicable standard of conduct set forth in the Delaware General                
Corporation Law, nor an actual determination by the corporation                 
(including its Board of Directors, independent legal counsel, or                
its stockholders) that the claimant had not met such applicable                 
standard of conduct, shall be a defense to the action or create a               
presumption that claimant had not met the applicable standard of                

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conduct.                                                                        

Section 3.     Non-Exclusivity of Rights                                        

The rights conferred by Sections 1 and 2 shall not be exclusive                 
of any other right which such person may have or hereafter                      
acquire under any statute, provision of the Certificate of                      
Incorporation, by-law, agreement, vote of stockholders or                       
disinterested directors or otherwise.                                           

Section 4.     Insurance                                                        

The corporation may maintain insurance, at its expense, to                      
protect itself and any such director, officer, employee or agent                
of the corporation or another corporation, partnership, joint                   
venture, trust or other enterprise against any such expense,                    
liability or loss, whether or not the corporation would have the                
power to indemnify such person against such expense, liability or               
loss under the Delaware General Corporation Law.                                

ARTICLE VI - STOCK                                                              

Section 1.     Certificates of Stock                                            

Each stockholder shall be entitled to a certificate signed by, or               
in the name of the corporation by, the President or a vice-                     
president, and by the secretary or an assistant secretary, or the               
treasurer or an assistant treasurer, certifying the number of                   
shares owned by him.  Any of or all the signatures on the                       
certificate may be facsimile.                                                   

Section 2.     Transfers of Stock                                               

Transfers of stock shall be made only upon the transfer books of                
the corporation kept at an office of the corporation or by                      
transfer agents designated to transfer shares of the stock of the               
corporation.  Except where a certificate is issued in accordance                
with Section 4 of Article VI of these by-laws, an outstanding                   
certificate for the number of shares involved shall be                          
surrendered for cancellation before a new certificate is issued                 
therefor.                                                                       

Section 3.     Record Date                                                      

The Board of Directors may fix a record date, which shall not be                
more than 60 nor less than 10 days before the date of any meeting               
of stockholders, nor more than 60 days prior to the time for the                

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other action hereinafter described, as of which there shall be                  
determined the stockholders who are entitled: to notice of or to                
vote at any meeting of stockholders or any adjournment thereof;                 
to express consent to corporate action in writing without a                     
meeting; to receive payment of any dividend or other distribution               
or allotment of any rights; or to exercise any rights with                      
respect to any change, conversion or exchange of stock or with                  
respect to any other lawful action.                                             

Section 4.     Lost, Stolen or Destroyed Certificates                           

In the event of the loss, theft or destruction of any certificate               
of stock, another may be issued in its place pursuant to such                   
regulations as the Board of Directors may establish concerning                  
proof of such loss, theft or destruction and concerning the                     
giving of a satisfactory bond or bonds of indemnity.                            

Section 5.     Regulations                                                      

The issue, transfer, conversion and registration of certificates                
of stock shall be governed by such other regulations as the Board               
of Directors may establish.                                                     

ARTICLE VII - NOTICES                                                           

Section 1.     Notices                                                          

Whenever notice is required to be given to any stockholder,                     
director, officer, or agent, such requirement shall not be                      
construed to mean personal notice.  Such notice may in every                    
instance be effectively given by depositing a writing in a post                 
office or letter box, in a postpaid, sealed wrapper, or by                      
dispatching a prepaid telegram, addressed to such stockholder,                  
director, officer, or agent at his or her address as the same                   
appears on the books of the corporation.  This time when such                   
notice is dispatched shall be the time of the giving of the                     
notice.                                                                         

Section 2.     Waivers                                                          

A written waiver of any notice, signed by a stockholder,                        
director, officer, or agent, whether before or after the time of                
the event for which notice is to be given, shall be deemed                      
equivalent to the notice required to be given to such                           
stockholder, director, officer, or agent.  Neither the business                 
nor the purpose of any meeting need be specified in such a                      
waiver.                                                                         

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ARTICLE VIII - MISCELLANEOUS                                                    

Section 1.     Facsimile Signature                                              

In addition to the provisions for the use of facsimile signatures               
elsewhere specifically authorized in these by-laws, facsimile                   
signatures of any officer or officers of the corporation may be                 
used whenever and as authorized by the Board of Directors or a                  
committee thereof.                                                              

Section 2.     Corporate Seal                                                   

The Board of Directors may provide a suitable seal, containing                  
the name of the corporation, which seal shall be in charge of the               
secretary.  If and when so directed by the Board of Directors or                
a committee thereof, duplicates of the seal may be kept and used                
by the treasurer or by the assistant secretary or assistant                     
treasurer.                                                                      

Section 3.     Reliance Upon Books, Reports, and Records                        

Each director, each member of any committee designated by the                   
Board of Directors, and each officer of the corporation shall, in               
the performance of his duties, be fully protected in relying in                 
good faith upon the books of account or other records of the                    
corporation, including reports made to the corporation by any of                
its officers, by an independent certified public accountant, or                 
by an appraiser selected with reasonable care.                                  

Section 4.     Fiscal Year                                                      

The fiscal year of the corporation shall be as fixed by the Board               
of Directors.                                                                   

Section 5.     Time Periods                                                     

In applying any provision of these Bylaws which requires that an                
act be done or not done a specified number of days prior to an                  
event or that an act be done during a period of a specified                     
number of days prior to an event, calendar days shall be used,                  
the day of the doing of the act shall be excluded, and the day of               
the event shall be included.                                                    

ARTICLE IX - AMENDMENTS                                                         

These Bylaws may be amended or repealed by the Board of Directors               
at any meeting or by the stockholders at any meeting.                           

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10-12G
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CERTIFICATE                                                                     
The undersigned, being the duly elected and acting Secretary of                 
TRIM-A-LAWN Corporation, a Delaware corporation, hereby certifies               
that the foregoing Bylaws constitute the Bylaws of such                         
corporation duly adopted by its Board of Directors.                             

       Richard P. Nadeau
Secretary 

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Exhibit 21                                                                      

Subsidiaries of the Registrant                                                  

Electronic Kourseware International, Inc. (EKI) was a majority owned            
subsidiary during calendar year 1997 d/b/a/ Electronic Kourseware               
Interactive, and is a Delaware corporation that develops, produces, and         
markets a line of educational software products and electronic kits for the     
secondary education school market, including vocational educational training.   
The company is located in Orem, Utah.                                           

82                                                                              

Dates Referenced Herein

				Referenced-On Page
This ‘10-12G’ Filing		Date		First		Last			Other Filings
		12/31/99		35					None on these Dates
		12/31/98		35
Filed on:		9/2/98
		6/30/98		8		19
		4/28/98		23
		3/31/98		8
		1/1/98		14
		12/31/97		12		38
		6/30/97		8		51
		5/7/97		39
		4/4/97		36
		3/31/97		8
		12/31/96		15		52
		12/31/95		12		48
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