Hightec Inc – ‘10SB12G/A’ on 7/22/96

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Amendment to Registration of Securities of a Small-Business Issuer   —   Form 10-SB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10SB12G/A   Form 10-Sb 12(G) Amendment #2                         27     91K 
 2: EX-27       Financial Data Schedule                                1      7K 

10SB12G/A   —   Form 10-Sb 12(G) Amendment #2
Document Table of Contents

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

FORM 10-SB
AMENDMENT NUMBER 2

 General Form For Registration of Securities
 of Small Business Issuers Under Section 12(b)
or 12(g) of the Securities Act of 1934

 Hightec, Inc.
(Name of Small Business Issuer in Its Charter)

Delaware                                  52-0894692
(State or Other Jurisdiction of                  (I.R.S. Employer       
Incorporation or Organization)                   Identification No.)    

4190 Bonita Rd., Suite 105, Bonita, CA                    91902         
(Address of Principal Executive Offices)                (ZIP Code)          

(619) 297-2717    
(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                                            
----------------------------------------------------------------------------    

----------------------------------------------------------------------------    
10SB-1

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ITEM 1            DESCRIPTION OF BUSINESS                                       

GENERAL                                     

               1.       By an action of Shareholders effective on the 31st
                           day of March, 1995, the Company's name was changed to
Hightec, Inc.             

                2.       The Company was originally organized on October 22,
                          1968 to act as a registered investment company. This
 plan was abandoned in 1970.

                  3.       On May 1, 1995, the Company acquired its wholly-owned
                subsidiary, Navmatic Corporation, a Nevada
                      corporation in a tax-free exchange of stock. The
                  Company, which previously had 799,205 shares
                           outstanding, exchanged 7,192,845 shares of its common
                        stock for all of the outstanding stock of Navmatic
                Corporation (2000 shares of common stock).

               4.       Business Description: The Company manufactures and
                        sells the NAVIGATOR 360 (the "Navigator") Computer
                           Numerical Control ("CNC") system to be retrofitted to
                         hydraulically indexed machine tools. The unpatented
                          Navigator technology is wholly owned subject to a 5%
                           royalty to Exten Industries, Inc. and a 5% royalty to
                          E.T.C., Inc. The cost of a typical system is between
$40,000 and $60,000.      

                           The Navigator system is the only system in production
                         capable of accurately controlling three-dimensional
                         contours on hydraulic machines. Cost considerations
                     make it especially applicable to the very large
                       hydraulic mills manufactured from the turn of the
                         century through the 1950's. Customers have reported
                          recapture of the entire cost of a Navigator-equipped
           machine in as little as three months.

                           The NAVIGATOR 360 technology was developed in 1985 by
                        Electronic Technology Corporation (E.T.C.) to fill
                   the need within the machine tool industry for
                         simultaneous multiple-axis computer control of very
                          large hydraulically-driven machines. This successful
                         development followed a decade of attempts by others
                    to reduce the high cost and improve the output
                        quality of manual operation of these machines. The
                          first prototype was put in operation in 1985 and the
              first optimized system was sold in 1987.

                        Since acquiring the Navigator technology in May of
1992, the                 

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                 Company's wholly-owned subsidiary, Navmatic
                 Corporation, has reorganized manufacturing,
                           installation and services procedures to minimize cost
                    and maximize response to the customer's needs.
                           Navmatic currently handles sales and customer support
                   in-house while sub-contracting system design,
                           fabrication and installation. To stimulate sales, the
                           company has embarked on a program to lower the retail
                    system sales price by lowering the cost of the
                    hydraulic control components supplied with the
                           Navigator 360 package. A new servo valve and manifold
                       configuration, which will reduce the total system
                        cost by 15 - 20%, are currently under development.

                     No single supplier is critical to the Company's
operation.                

                           The Company primarily markets, designs, quotes, sells
                        and services Navigator 360 systems. The needs of a
                  potential customer are analyzed, a system is
                           designed, costs are compiled and quotes are generated
                        in-house. If the sale is made, purchase orders are
                    placed for off-the-shelf and custom-fabricated
                components, and a contract is awarded to a
                      sub-contractor for assembly and check-out of the
                           system which the Company oversees. On approval by the
                    Company, the assembler, packages and ships the
                    system. This contractor also supplies complete
                         as-built drawings for each system while the Company
                    generates and updates installation and service
                       manuals. If installation is to be provided by the
                         Company, a contract is awarded to an installer. The
                          recent upswing in commercial aircraft and automotive
                  sales, which has stimulated the machine tool
                         industry, is expected to also result in an increase
                         in Navigator sales. Exploration of overseas markets
have recently begun.      

                         Installations of the Navigator 360 system have been
                          successful on a wide variety of machines employed to
                   produce products from military and commercial
                  aircraft structural components to automotive
                    production, sheet metal dies to industrial air
                     conditioning compressors. Of the twenty systems
                        listed below, five were installed between 1992 and
            1995. Installations of record include:

Acro Tech PF Industries   
Kirkland, WA              
                   Openside planer conv. 48x148, 1-spindle, 20HP

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Acro Tech PF Industries   
Kirkland, WA              
             Planer profiler 53x168, 1-spindle, 20HP

Damar Machine Co.         
Monroe, WA                
Box planner, 14'          

Damar Machine Co.         
Monroe, WA                
                           Cincinnati planer profiler 60x168, 20HP closed column

Demmer Tool and Die Corp. 
Lansing, MI               
                 Cincinnati Hydrotel 48x168, 1-spindle, 50HP

Frakes Aviation           
Cleburne, TX              
Cincinnati Hydrotel 30x120

Freemont Plastic Mold     
Freemont, OH              
               Cincinnati Hydrotel 16x30, 1-spindle, 5HP

GEA Rainey                
Catoosa, OK               
 P&W profiler, multi-spindle

GEA Rainey                
Catoosa, OK               
               P&W Wilson bridge profiler, 6-spindle (3)

Kaamen Die Sinking        
North Vernon, IN          
                 Cincinnati Hydrotel 28x120, 1-spindle, 20HP

Le Gobel Co.              
Brea, CA                  
                     Arrow airframe profiler 52x148, 1-spindle, 15HP

MART                      
Montreal, QB              
           Cincinnati Hydrotel 28x120, 3-spindle

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Marvin Engineering        
Inglewood, CA             
                 Cincinnati 30x120 Hydrotel, 3-spindle, 20HP

Marvin Engineering        
Inglewood, CA             
                     Frost profiler 36x168 ram type, 2-spindle, 20HP

Marvin Engineering        
Inglewood, CA             
                  P&W Wilson profiler, 36x144, 4-spindle, 40HP

Matrix Tool & Die         
Bryan, OH                 
                        Rambaudi RAMCOP 1000 profiler, 40x16x20, 8 spindle

Mikol Missel Air          
Gardena, CA               
                   Gray planer profiler, 48x264, 1 spindle, 15HP

Paragon Precision Products
Valencia, CA              
    Cincinnati Hydrotel, 3-spindle

Park Engineering Co.      
Buena Park, CA            
                 Cincinnati 30x120 Hydrotel, 3-spindle, 20HP

Park Engineering Co.      
Buena Park, CA            
         Cincinnati Hydrotel 3-spindle, 20HP

                    The 20 installations listed above represent 14
                          customers, 7 of which are on the west coast. Most of
                       these are primarily involved in the production of
                           parts for the aviation industry which is concentrated
                      in the West. Those in the Mid-West are primarily
             producers of automotive dies and parts.

COMPETITION                                 

                 The Company's NAVIGATOR 360 control system is the only system
               known to be on the market with which a hydraulically-driven
                 machine can produce low-tolerance, three-dimensional computer
          controlled contours. The alternative is to convert the
hydraulic machine to electric               

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             motor and ball screw drive. However, a typical conversion
                 costs two to three times the cost of a Navigator installation
                  and requires a machine down time of several months compared to
                 the two to three weeks required for a Navigator installation.
                 In addition, removal of the hydraulic drives severely reduces
the output capacity of many machines.       

MANUFACTURING PRACTICES/SOURCE OF SUPPLY    

        Each Navigator system is custom-designed to meet the
                customer's requirements. All necessary system components are
                 then purchased from manufacturers, either as off-the-shelf or
                built-to-spec items. The system is then assembled and tested
           by a subcontractor who also supplies as-built drawings.
                Following acceptance of the test results by the Company, the
               subcontractor packages and ships the system directly to the
customer.                                   

                 The Company does no installation. Depending on the customer's
             situation, the Company may arrange for a complete turnkey
          installation by an experienced installer or supply the
               customer with the engineering and technical input necessary
                for the customer to successfully accomplish the installation
             on its own. In any event, the sales price always includes
               final checkout and adjustment of the system by the Company.
                  None of the individual parts are unique and are available from
numerous suppliers.                         

METHOD OF SALES AND DISTRIBUTION            

                  Sales are handled directly by the Company. Leads are generated
                through advertisements in National industry publications and
contacts with the retrofitting community.   

                No distribution network is involved, although some sales are
      made to installers who then resell the system with
installation as a package to the end user.  

RESEARCH AND DEVELOPMENT                    

          The Company currently spends no funds for research and
          development. To date, expenses for evaluation of a new
           hydraulic valve design have been borne by the potential
                vendor. The Company plans to incur no significant expense in
                the development of a lower-cost valve. It is expected that a
              vendor's stock valve can be modified to meet the Company's
                  requirements and that the cost of engineering and testing will
                  be borne by the vendor. The reduced cost will be the result of
using a                                     

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                  valve which is a modified production unit rather than a custom
                unit built totally to the Company's specifications as is now
the case.                                   

              The Company is not actively considering the acquisition of
other products at this time.                

EMPLOYEES                                   

                 The Company has no paid or commissioned sales staff. The cost
          of marketing is solely in the cost of advertising. Mr.
              Campbell's profit-based consulting fee is the only regular
compensation paid to officers.              

ITEM 2.           MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF                 
OPERATIONS                                  

INTRODUCTION                                

                  Hightec, Inc. ceased operations in 1973 and, according, had no
             revenues from operations until it's merger with Navmatic,
                 Corporation and has had limited working capital reserves. The
                  following discussion should be read while keeping in mind that
                 on May 1, 1995, Hightec, Inc. recommenced operations with the
                reverse acquisition of Navmatic Corporation, a company which
             produces and sells numerical control systems for use with
                hydraulic machinery. Since the Company has accounted for the
                 acquisition as a recapitalization, the consolidated financial
                  statements include the activity of Navmatic, which is a wholly
                 owned subsidiary of Hightec, Inc., for all periods. Also, one
                should keep in mind that there was a corresponding change in
control on May 1, 1995.                     

LIQUIDITY AND CAPITAL RESOURCES             

                Since inception, the Company has principally relied upon the
                  cash flow generated from its operations for working capital. A
          large portion of this capital has been provided by the
                  original investors and more currently from the shareholders of
      the wholly owned subsidiary, Navmatic Corporation.

                  Net income of $3,088 was generated by the Company for the year
           ended June 30, 1995, and $3,088 in cash was provided by
             operations. The Company can continue to finance operating
                activities at the present time in this manner. Down payments
               from orders are sufficient to provide the necessary working
capital to deliver the product.             

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RESULTS OF OPERATIONS                       

                  For the Year Ended June 30, 1995 as Compared to the Year Ended
June 30, 1994.                              

              Revenues decreased by $64,717 (67.2%) from $96,279 for the
              year ended June 30, 1994 (FY 1994) to $31,562 for the year
                  ended June 30, 1995 (FY 1995). This decrease was primarily due
         to the fact that the Company had substantially larger
contracts during FY 1994 versus FY 1995.    

                As discussed above under "DESCRIPTION OF BUSINESS", revenues
              may be expected to increase through ongoing operations and
                  increases as the machine tool industry continues to expand. In
              addition, the Company expects increases in its service and
                 maintenance contracts. The Company is expecting to capitalize
                 on its newer low cost system of machining for smaller machine
shops.                                      

                Cost of goods sold decreased by $65,722 (71.2%) from $92,227
           in FY 1994 to $26,505 in FY 1995 or, as a percentage of
                revenues, decreased from 95.8% to 83.9%. This decrease, as a
              percentage of revenues, was due to increased efficiency in
             performance of the contracts and the Company's efforts in
                  purchasing parts in multiple units versus piecemeal purchasing
.                                           

                 Operating expenses decreased from $3,184 in FY 1994 to $1,969
                  in FY 1995 or, as a percentage of revenues, from 3.3% to 6.2%.
           The decrease, was due to substantial reduction in sales
revenue of the Company.                     

                 For the Six Months Ended December 31, 1995 as Compared to the
Six Months Ended December 31, 1994.         

                  Revenues decreased by $20,206 (65.5%) from $30,850 for the six
                months ended December 31, 1994 (MOS 1994) to $10,644 for the
                six months ended December 31, 1995 (MOS 1995). This decrease
      was primarily due to the general downturn in heavy
          manufacturing and due to the fact that the Company had
               substantially larger contracts during the six months ending
                December 31, 1994 compared to the six months ending December
31, 1995.                                   

           As discussed above under "DESCRIPTION OF BUSINESS", the
        Company revenues are expected to increase during the
           subsequent quarters and year due to ongoing operations.

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                 Costs of goods sold decreased by $13,354 (59.0%) from $22,613
            in MOS 1994 to $9,259 in MOS 1995 or, as a percentage of
                 revenues, increased from 73.3% to 86.9%. This dollar decrease
         was due primarily to the reduced revenues, while on a
             percentage of revenues basis costs increased because of a
              decline in the ability to purchase parts in multiple units
versus piece-meal purchasing.               

                Operating costs decreased by $492 (23.2%) from $2,115 in MOS
                1994 to $11,623 in MOS 1995 or, as a percentage of revenues,
          increased from 6.8% to 15.2%. This dollar decrease was
                 primarily the result of fewer administrative costs due to the
                 volume of revenues, however as a percentage the increase is a
              result of the nature of certain fixed administrative costs
                  being applied to reduced revenues. Management anticipates that
                  these costs, as a percentage of revenues, will decrease as its
          operations expand under the current plan of expansion.

                  The Company's business is sensitive to the manufacturing cycle
                 in the United States, especially to the military and aircraft
                  segment. The Company is also affected by the general long-term
                  decrease in heavy manufacturing in the United States. However,
                  the Company believes that its increase in the sale of services
         is an indication that work in the shops for which the
      Navigator system is appropriate is on an up cycle.

         The Company expects an increase in sales when work is
           completed on a new valve which could be the basis for a
            lower-cost system more attractive to the smaller machine
shops.                                      

             The Company continues to generate sufficient cash for the
      current and foreseeable future needs from profits.

ITEM 3.           DESCRIPTION OF PROPERTY                                       

              The Company owns no real property. It maintains an address
               rent free from EFM Venture Group, Inc. at 4190 Bonita Road,
                #105, Bonita, California 91902. This office is primarily for
the delivery of mail.                       

               The Company's subsidiary, Navmatic Corporation rents office
                  space for its administrative operation for $50 per month, on a
           month to month basis, from Mr. Malcolm Campbell at 3756
Pioneer Place, San Diego, California 92103. 

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ITEM 4.           SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND           
MANAGEMENT                                  

                As of November 15, 1995, the following persons were known by
                 the Company to own, of record beneficially, 5% or more of the
Company's common stock:                     

                                                                [Download Table]

Name and Address      Title Or    Type of    Amount    Percentage
                      Class      Ownership   Owned        Owned  
--------------------  ---------  ---------  ---------    --------
                                                                 
EFM Venture Group(2)  Common      Record    3,596,423       45%  
505 Camino Elevado                                               
Bonita, CA 91902                                                 

Malcolm D.(1) and     Common      Record    3,996,422       50%  
Marion A. Campbell                                               
3756 Pioneer Place                                               
San Diego, CA 92103                                              

--------------------                        
                 (1) Malcolm D. Campbell serves as President and Director. Mr.
                and Mrs. Campbell may be deemed "parents" of the Company, as
            defined by the Securities and Exchange commission. 2 EFM
           Venture Group, Inc., a California Corporation, is owned
               one-third each by Edward F. Myers III, Shari Myers Sapp and
Dr. and Mrs. Edward F. Myers. Dr. Myers     
is a Director of Navmatic Corporation.      

ITEM 5.           DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL          
PERSONS                                     

               A.  The directors and Officers of the Company, all of those
                    whose terms will expire one year from there election, or
                   at such a time as their successors shall be elected and
qualified are as follows:           

                                                                [Download Table]

NAME AND ADDRESS                AGE                TITLE               
----------------                ---                -----               

                                                                       
Malcolm D. Campbell             59                                     
President/CFO/Director                                                 
3756 Pioneer Place                                                     
San Diego, CA 92103                                                    

Barry D. Russell                61               Director              
1234 W. 7th Ave., #3                                                   
Vancouver, BC V6H1B6                                                   

Arlen O. Barksdale, Ph.D.       50               Director and Secretary
1136 Lime Place                                                        
Vista, CA  92083                                                       

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               B.  Resumes of the Directors and Officers of the Company are:

 MALCOLM D. CAMPBELL
 PRESIDENT, DIRECTOR

              Mr. Campbell was elected President and Director of
                 Hightec, Inc. on May 30, 1995 and currently serves in
                   those capacities. He is also an Officer and Director of
           the Company's wholly-owned subsidiary, Navmatic
                      Corporation, having been President from September, 1982 to
                    May, 1992, Director from September, 1982 to present, and
                   Secretary and Vice President from May, 1992 to present.

                    He served as Director of Exten Industries from December,
                      1990 to May, 1994, as President and CEO from November 1992
                     to February 1994, as CFO from February, 1994 to May, 1994
                  and as Secretary from February, 1994 to October, 1994.
                    Exten Industries is a publicly-held holding corporation.
                    He also served as Director, Secretary and Vice President
                    of Technology of Exten's bio-tech subsidiary, Xenogenex,
                  from April, 1992 to October, 1994, from April, 1994 to
              October, 1994 and December, 1992 to October, 1994,
                      respectively. Xenogenex's business is the development of a
synthetic bio-liver.                

                  Mr. Campbell has held management positions in numerous
                start-up and turn-around small businesses including:
                    Operations Manager of XXSYS, a publicly-traded composite
                     material application developer; President and Director of
                      PDI International, which markets U.S. technology overseas;
                 President, CEO and Director of Composites Technology,
               Inc., an instrument manufacturer; CEO, Director and
                  Operations Manager of Syscor, Inc., a security systems
                     provider; and President and Director of Twentieth Century
                Investments, Inc., a blind pool/blank check company.

               From 1957 to 1981, Mr. Campbell was employed by the
             Convair-Astronautics Division of General Dynamics
                   Corporation as a Research Scientist and Group Engineer,
                     where he managed research laboratories employing up to 20
                     persons with an annual budget in excess of $2,500,000. He
                 is recognized throughout the aerospace industry as an
                   expert on materials testing and the design of cryogenic
                     instrumentation. He was first to successfully measure the
              thermal expansion coefficients of "zero expansion"
                 pseudo-isotropic graphite-epoxy laminates for optical
            structure applications in space and operated the
                      industry's first indoor liquid hydrogen research facility.

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                   Mr. Campbell received a Bachelor of Science degree from
                   Bethany College, Bethany, West Virginia, in physics and
mathematics in 1957.                

                     He is the author of approximately 300 technical articles,
books, and papers.                  

BARRY D. RUSSELL
DIRECTOR

                Mr. Russell was elected Director of Hightec, Inc. on
                     September 5, 1995, and currently serves in that capacity.

                   From 1988 to 1991, he was President and Chief Executive
                 Officer of Bowne of Vancouver, Inc. and a Director of
                 Bowne of Canada, Inc. Both companies are wholly-owned
                    subsidiaries of Bowne and Co., the leading international
                      financial printing company. Bowne and Co. is listed on the
American Stock Exchange.            

                  Mr. Russell was the owner and Manager of Pola Graphics
                      Ltd., a premier typesetting company from 1975 to 1988; the
                      controlling shareholder of Infocorp Financial and Security
                 Printing Corp. from 1984 to 1988, and the controlling
              shareholder of Wesmin Graphics, Inc., a commercial
                   printing company from 1983 to 1988. All three companies
            were acquired by Bowne of Canada, Inc., in 1988.

                 He acquired control of Vancouver's Business Report, a
                     monthly business magazine published in Vancouver. In 1978
            he became a member of the Washington, D.C. based
                  Typographers International Association and served as a
                     member of the Executive Board of the Western Chapter from
                 1980 to 1985. In 1981, Mr. Russell was elected to the
                     Board of Directors and appointed Chairman of the Board of
                   First Entertainment Corporation, a public company newly
                  listed for trading on the Vancouver Stock Exchange. In
              1991, Mr. Russell assumed the additional duties of
  President and Chief Executive Officer.

 ARLEN O. BARKSDALE, PH.D.
DIRECTOR

                  Dr. Barksdale was elected Director of Hightec, Inc. on
                     September 5, 1995, and currently serves in that capacity.

                 Since 1991, he has been President and Chief Executive
Officer of                          

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           Pyramid Graphics and Printing which targets the
                  institutional and healthcare sector through supply and
                  distribution channels. From 1990 to 1991, he was Chief
                   Operations Officer of AbuKhalaf & Sons, Amman Jordan, a
                Maquiledore manufacturer of high-volume OEM computer
                     assemblies in Mexico with a target export market of $15M.

            Dr. Barksdale was Professor and Dean of National
                   University's School of Computer Science and Engineering
                    from 1988 to 1990, serving at campuses in San Diego, Los
                     Angeles, Orange County, Las Vegas and Costa Rica. In this
                position, he developed advertising and marketing and
           curriculum for Telecommunications, Computer and
              Information Science, Manufacturing Engineering and
                  Software Engineering Programs. He also interfaced with
                healthcare providers on telecommunication, networks,
                   analysis and treatment equipment as well as specialized
scheduling software.                

                  From 1985 to 1988 he was President and Chief Executive
               Officer of Petrocast, Dallas, Texas, a developer of
              high-tech equipment, systems and processes for the
               healthcare industry. He was President and Technical
                  Operations Manager of Skytec Systems, Dallas, Texas, a
                      manufacturer of TVRO microwave systems, from 1980 to 1985;
            President and Chief Operating Officer, Sales and
               Marketing, of Cory Enterprises, Ft. Worth, Texas, a
                     manufacturer of mechanical and electrical assemblies from
             1977 to 1980; and Director of Operations of Texas
                    Instruments, Dallas, Houston, Lubbock and Sherman, Texas
            and Bedford England operations where he supplied
                 marketing, advertising and technical support for high
                     volume manufacturing of calculator and computer products.

              He was a Postdoctoral Fellow M.D., Anderson Cancer
              Research Institute, Materials Science Dep't., Rice
                 University; AEC Research Fellow, Physics Dep't., Rice
                University; Engineering Technician, Bell Helicopter;
      Production Planner, Ling Temco Vought; and
   Machinist/Draftsman, Chicago Pneumatic.

                   Dr. Barksdale received an A.A. in Biology and Math from
                    Weatherford College in 1967, a B.S. in Physics, Math and
                      Chemistry from the University of Texas in 1969, an M.A. in
                     Physics (Solid State) from Rice University in 1972; and a
                  Ph.D. in Physics (Solid State) from Rice University in
               1973. He has received numerous honors from academic
    institutions and national organizations.

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ITEM 6.  EXECUTIVE COMPENSATION                                                 

                 A.  Mr. Malcolm D. Campbell, President/Director, receives 20%
                     of gross profit from sales. His total remuneration in the
                fiscal year ending June 30, 1995 was $1118. No other
           Officer or Director of the Company receives any
remuneration from the Company.      

           B.  There is no annuity, pension or retirement benefits
                      proposed to be paid to officers, directors or employees of
            the Company in the event of retirement at normal
                   retirement date pursuant to any presently existing plan
                   provided or contributed to by the Company or any of its
subsidiaries, if any.               

                 C.  No remuneration other than that reported in paragraph (A)
                      of this item is proposed to be paid in the future directly
                   or indirectly by the Company to any Officer or Director
                  under any plan which is presently existing. No options
have been granted.                  

                                                        [Enlarge/Download Table]

================================================================================================================================
                                                  SUMMARY COMPENSATION TABLE                                                    
--------------------------------------------------------------------------------------------------------------------------------
                                      Annual Compensation                      Long-term Compensation                           
--------------------------------------------------------------------------------------------------------------------------------
     Name         Year        Salary         Bonus         Other       Restricted       Options/        LTIP        All other   
     and                       ($)            ($)         annual          Stock           SARs        payouts        compen-    
  Principal                                               compen-       Award(s)          (#)           ($)          sation     
   Position                                               sation           (#)                                         ($)      
                                                            ($)                                                                 
--------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                
   Malcolm        1995          0              0           1118.            0              0             0              0       
   Campbell                                                                                                                     
    (CEO)                                                                                                                       
--------------------------------------------------------------------------------------------------------------------------------
   Malcolm        1994          0              0           2556.            0              0             0              0       
   Campbell                                                                                                                     
    (CEO)                                                                                                                       
--------------------------------------------------------------------------------------------------------------------------------
   Malcolm        1993          0              0             0              0              0             0              0       
   Campbell                                                                                                                     
    (CEO)                                                                                                                       
================================================================================================================================

ITEM 7.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                         

                On March 31, 1995, the Company sold 400,000 shares of common
                stock to its president, Malcolm D. Campbell, for $5,500. The
                 sale was made as a non-public offering in reliance on Section
4(2) of the Securities Act                  

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of     1933 as amended.                     

             On May 1, 1995 the Company issued 7,192,845 shares of its
                 common stock to the two stockholders of Navmatic Corporation,
                EFM Venture Group, Inc. (3,596,423) and Mr. and Mrs. Malcolm
                Campbell (3,596,422), in exchange for all of the outstanding
            shares of Navmatic Corporation (2000 common shares). The
             exchange was made as a non public offering in reliance on
          Section 4(2) of the Securities Act of 1933 as amended.

ITEM 8.           LEGAL PROCEEDINGS                                             

None                                        

ITEM 9.           NUMBER OF EQUITIES, SECURITIES HOLDERS                        

    TITLE OF CLASS          NUMBER OF RECORD HOLDERS

Common                        23    

              All stockholders with the exception of two affiliates have
held their shares, fully paid, for 25 years.

               There is, as of the date of filing, no public market in any
class of stock of the Company.              

ITEM 10.          RECENT SALES OF UNREGISTERED SECURITIES                       

                On March 31, 1995, the Company sold 400,000 shares of common
               stock to its president, Malcolm D. Campbell, for $5500. The
                 sale was made as a non-public offering in reliance on Section
  4(2) of the Securities Act of 1933 as amended.

             On May 1, 1995 the Company issued 7,192,845 shares of its
                 common stock to the two shareholders of Navmatic Corporation,
              EFM Venture Group, Inc (3,596,423 shares) and Mr. and mrs.
               Malcolm Campbell (3,596,422 shares), in exchange for all of
               the outstanding shares of Navmatic Corporation (2000 common
          shares). The sale was made as a non public offering in
             reliance on Section 4(2) of the Securities Act of 1933 as
amended.                                    

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ITEM 11.          DESCRIPTION OF SECURITIES                                     

COMMON STOCK                                

             The Company's Certificate of Incorporation authorizes the
            issuance of 50,000,000 Shares of Common Stock, par value
                $0.001 per share, of which 7,992,050 shares were outstanding
           as June 30, 1995. Holders of shares of Common Stock are
                  entitled to one vote for each share on all matters to be voted
               on by the stockholders. Holders of Common Stock do not have
               cumulative voting rights. Holders of shares of Common Stock
                 are entitled to share ratably in dividends, if any, as may be
                declared, from time to time by the Board of Directors in its
             discretion, from funds legally available therefor. In the
             event of a liquidation, dissolution, or winding up of the
                  Company, the holders of shares of Common Stock are entitled to
                share pro rata all assets remaining after payment in full of
                  all liabilities. Holders of Common Stock have no preemptive or
                 other subscription rights, and there are no conversion rights
                 or redemption or sinking fund provisions with respect to such
                 shares. All of the outstanding Common Stock is fully paid and
non-assessable.                             

PREFERRED STOCK                             

There is no preferred stock authorized.     

ITEM 12.          INDEMNIFICATION OF DIRECTORS AND OFFICERS                     

                The Certificate of Incorporation of the Company provides for
               indemnification of Directors and Officers of the Company as
follows:                                    

ARTICLE IX

                   "The personal liability of the directors of the corporation
                   is hereby eliminated to the fullest extent permitted by the
                 provisions of paragraph (7) of subsection (b) of * 102 of
                    the General Corporation Law of the State of Delaware, as the
same may be amended and supplemented."  

 ARTICLE X

                  "The corporation shall, to the fullest extent permitted by
                 the provisions of * 145 of the General Corporation Law of
 the State of Delaware, as the same may be

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                    amended and supplemented, indemnify any and all persons whom
                    it shall have power to indemnify under said section from and
                  against any and all of the expenses, liabilities, or other
                  matters referred to in or covered by said section, and the
               indemnification provided for herein shall not be deemed
                    exclusive of any other rights to which those indemnified may
                    be entitled under any Bylaw, agreement, vote of stockholders
                  or disinterested directors or otherwise, both as to action
               in his official capacity while holding such office, and
            shall continue as to a person who has ceased to be a
                    director, officer, employee, or agent and shall inure to the
                   benefit of the heirs, executors, and administrators of such
a person."                              

ITEM 13.          FINANCIAL STATEMENTS                                          

                 a). Audited Financial Statements for the years ended June 30,
1995, 1994 and 1993.                

ITEM 14.          CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON              
ACCOUNTING AND FINANCIAL DISCLOSURES        

None.                                       

ITEM 15.          FINANCIAL STATEMENTS AND EXHIBITS                             

                 a)    Audited Financial Statements for the fiscal years ended
June 30, 1995, 1994 and 1993.   

                     The Company's 10QSB's for the quarters ended December
                      31, 1995 and March 31, 1996 are hereby incorporated by
reference.                      

                 b)    The following exhibits are hereby included by reference
                       to the Company's Form 10-SB, Amendment 1 filed with the
Commission on February 28, 1996:

(2).   Plan of Acquisition.     
  (3)(i). Articles of Incorporation.
(ii).   By-Laws.          
(23)   Consent of Auditor       

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 HIGHTEC, INC.
 CONSOLIDATED FINANCIAL STATEMENTS
 TABLE OF CONTENTS

                                                                [Download Table]
                                                                                
Independent Auditor's Report ............................................ F-2   

Consolidated balance sheets as of June 30, 1995                                 
   1994, and 1993 ....................................................... F-3   

Consolidated statements of operations for the years                             
   ended June 30, 1995, 1994 and 1993 ................................... F-4   

Consolidated statements of changes in stockholders                              
   equity for the years ended June 30, 1995, 1994                               
   and 1993 ............................................................. F-5   

Consolidated statements of cash flows for the years                             
   ended June 30, 1995, 1994, and 1993 .................................. F-6   

Notes to consolidated financial statements .............................. F-7-10

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INDEPENDENT AUDITOR'S REPORT

TO THE BOARD OF DIRECTORS AND STOCKHOLDERS                                      
OF HIGHTEC, INC.                                                                

We have audited the accompanying balance sheet of Hightec, Inc. as of June 30,  
1995, 1994, and 1993 and the related statements of operations, changes in       
stockholders' equity, and cash flows for the years then ended. These financial  
statements are the responsibility of the Company's management. Our              
responsibility is to express an opinion on these financial statements based on  
our audit.                                                                      

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

In our opinion, the financial statements referred to above present fairly, in   
all material respects, the financial position of Hightec, Inc. as of June 30,   
1995, 1994, and 1993, and the results of its operations and its cash flows for  
the years then ended in conformity with generally accepted accounting           
principles.                                                                     

/s/ Harlan & Boettger                                                           

San Diego, California                                                           
July 31, 1995                                                                   

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 HIGHTEC, INC.
 BALANCE SHEET

                                                        [Enlarge/Download Table]

                                                                     June 30,                     
                                                ------------------------------------------------- 
                                                    1995               1994               1993    
                                                                                                  
ASSETS                                                                                            
  CURRENT ASSETS                                                                                  
    Cash                                        $     3,542        $       454        $     2,876 
    Note Receivable                                                                           700 
                                                -----------        -----------        ----------- 

         Total Current Assets                   $     3,542        $       454        $     3,576 

  PROPERTY AND EQUIPMENT,                                                                         

    less $ 21,844, of accumulated depreciation         --                 --                 --   
                                                -----------        -----------        ----------- 

         Total Assets                           $     3,542        $       454        $     3,576 
                                                ===========        ===========        =========== 

LIABILITIES AND STOCKHOLDERS' EQUITY                                                              

  LIABILITIES                                             $                  $        $     4,104 
                                                -----------        -----------        ----------- 

  Stockholders' Equity                                                                            
    Common Stock-,$.001 par,                                                                      
    50,000,000 shares authorized,                                                                 
    7,992,050 shares issued and                                                                   
    outstanding at June 30, 1995 and                                                              
    7,192,845 issued and outstanding at                                                           
    June 30, 1994 and 1993                            7,992              7,193              7,193 

  Paid in Capital                                 1,540,051          1,535,350          1,535,350 
  Less Stock Subscription Receivable                 (5,500)              --                 --   

  Retained Deficit                               (1,539,001)        (1,542,089)        (1,543,071)
                                                -----------        -----------        ----------- 

         Total Stockholders' Equity (Deficit)         3,542                454               (528)
                                                -----------        -----------        ----------- 

         Total Liabilities and Stockholders'                                                      

           Equity                               $     3,542        $       454        $     3,576 
                                                ===========        ===========        =========== 

The notes to the financial statements are an integral part of this statement.   

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 HIGHTEC, INC.
 STATEMENT OF OPERATIONS

                                                                [Download Table]

                                                 For the Year Ended              
                                                      June 30,                   
                                    -------------------------------------------- 
                                       1995             1994             1993    
                                     -------          --------         --------  
                                                                                 
REVENUES                                                                         
  Sales                            $   31,562       $   96,279       $    36,892 

COST OF GOODS SOLD                     26,505           92,227            23,542 
                                   ----------       ----------       ----------- 

GROSS PROFIT                            5,057            4,052            13,350 

OPERATING EXPENSES                      1,169            3,084            17,923 
                                   ----------       ----------       ----------- 

INCOME (LOSS) FROM OPERATIONS           3,888              968            (4,573)

OTHER INCOME (EXPENSES)                                                          

  Miscellaneous Income                   --                814              --   
                                   ----------       ----------       ----------- 

INCOME (LOSS) BEFORE TAXES              3,888            1,782            (4,573)

Income Taxes                              800              800               800 
                                   ----------       ----------       ----------- 

NET INCOME (LOSS)                  $    3,088       $      982       $    (5,373)
                                   ==========       ==========       =========== 

NET INCOME (LOSS) PER SHARE        $    .0004       $    .0001       $    (.0007)
                                   ==========       ==========       =========== 

AVERAGE COMMON SHARES OUTSTANDING   7,326,046        7,192,845         7,192,845 
                                   ==========       ==========       =========== 

The notes to the financial statements are an integral part of this statement.   

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 HIGHTEC, INC.
 STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY

                                                        [Enlarge/Download Table]

                                 Common Stock                                           
                            ----------------------   Paid in       Retained             
                             Shares         Amount   Capital        Deficit      Total  
                            ---------      -------  ----------     ---------    ------- 
                                                                                        
Balance, June 30, 1992      7,592,050       $7,592  $ 1,535,350   $(1,537,698)  $ 4,845 

Net Loss                         --           --           --          (5,373)   (5,373)
                            ---------       ------  -----------   -----------   ------- 

Balance, June 30, 1993      7,592,050        7,592    1,535,350    (1,543,071)     (528)

Net Income                       --           --           --             982       982 
                            ---------       ------  -----------   -----------   ------- 

Balance, June 30, 1994      7,592,050        7,592    1,535,350    (1,542,089)      454 

Issued Shares of                                                                        
    Common Stock              400,000          400        5,100          --        --   

Issued Shares of                                                                        
    Common Stock for                                                                    
    net assets of Hightec     399,205          399         (399)         --        --   

Less stock subscription                                                                 
    receivable                   --           --           --            --      (5,500)

Net Income (Loss) for Year       --           --           --           3,088     3,088 
                            ---------       ------  -----------   -----------   ------- 

Balance, June 30, 1995      7,992,050       $7,992  $ 1,540,051    (1,539,001)  $ 3,542 
                            =========       ======  ===========   ===========   ======= 

The notes to the financial statements are an integral part of this statement.   

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 HIGHTEC, INC.
 STATEMENT OF CASH FLOWS

                                                        [Enlarge/Download Table]

                                                      For the Year Ended June 30,      
                                                  -------------------------------------
                                                   1995          1994           1993   
                                                   ----          ----           ----   
                                                                                       
CASH FLOWS FROM OPERATING ACTIVITIES                                                   

   Net Income (Loss)                              $3,088       $   982        $(5,373) 

   Adjustments to Reconcile net Income (Loss)                                          
       to Net Cash used in operating Activities:                                       

       Bad Debt                                     --             700           --    

   Increase (Decrease) in  Accounts Payable         --          (4,104)         3,263  
                                                  ------       -------        -------  

              NET CASH PROVIDED (ABSORBED)                                             
                BY OPERATING ACTIVITIES            3,088        (2,422)        (2,110) 

NET INCREASE (DECREASE) IN CASH                    3,088        (2,422)        (2,110) 

CASH, at Beginning of Period                         454         2,876          4,986  
                                                  ------       -------        -------  

CASH, at End of Period                            $3,542       $   454        $ 2,876  
                                                  ======       =======        =======  

The notes to the financial statements are an integral part of this statement.   

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 HIGHTEC, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1995, 1994 AND 1993

NOTE 1 -         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                     

Consolidation                                 

                The financial statements include the accounts of Hightec, Inc.
                 and its wholly owned subsidiary Navmatic Corporation (together,
         the "Company"). All intercompany transactions have been
          eliminated in consolidation. Certain previously reported
       amounts have been reclassified to conform to the 1995
presentation.                                 

Company                                       

                 Hightec Fund, Inc. was incorporated under the laws of the state
               of Delaware in October, 1968. During March, 1995 the Board of
                Directors changed the name from Hightec Fund, Inc. to Hightec,
Inc.                                          

                Hightec, Inc. was inactive until May 21, 1995 on which date it
         acquired Navmatic Corporation ("Navmatic") in a reverse
                 acquisition. The historical financial statements of the Company
          presented include the financial condition and results of
  operations of Navmatic for all reported periods.

Acquisition                                   

                 During May 1995, pursuant to an agreement between Hightec, Inc.
            and Navmatic, Hightec, Inc. acquired Navmatic in a reverse
              acquisition. Hightec, Inc. issued 7,192,845 shares of common
              stock for all of the outstanding shares of Navmatic. Because
           Hightec, Inc. was inactive prior to the acquisition, this
                 acquisition has been accounted for as a recapitalization of the
          Company's stockholders' equity rather than as a business
combination.                                  

Business Activity                             

            The Company, through its wholly owned subsidiary is in the
         business of manufacturing and selling the Navagator 360
        Computer Numerical Control system to be retrofitted to
hydraulically indexed machine tools.          

Revenue and Cost Recognition                  

              The Company recognizes sales revenues in full at the time of
shipment.                                     

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                Cost of sales and general and administrative costs are charged
to expense as incurred.                       

Property and Equipment                        

              Property and equipment are stated at cost. Major renewal and
                 improvements are capitalized, while maintenance and repairs are
           expensed when incurred. Depreciation is computed over the
        estimated useful lives of depreciable assets using the
                 straight-line method. The cost and accumulated depreciation for
          fixed assets sold, retired, or otherwise disposed of are
              relieved from the accounts and resulting gains or losses are
        reflected in income. Depreciation is computed over the
following estimated useful lives:             

           Furniture 5-7 Years
           Equipment 5-7 Years

Income Taxes                                  

               Income taxes are provided for the tax effects of transactions
            reported in the financial statements and consists of taxes
        currently due plus deferred taxes related primarily to
               differences between the basis of various assets for financial
       and income tax reporting. The deferred tax assets and
             liabilities represent the future tax return consequences of
               those differences, which will either be taxable or deductible
           when the assets and liabilities are recovered or settled.
              Deferred taxes also are recognized for operating losses that
               are available to offset future taxable income and tax credits
    that are available to offset federal income taxes.

NOTE 2 -         PROPERTY AND EQUIPMENT                                         

Property and Equipment consists of:           

                                                                [Download Table]

                                             June 30,              
                               ------------------------------------
                                  1995         1994          1993  
                               ---------     ---------     --------
                                                                   
Furniture                       $ 8,681       $ 8,681       $ 8,681

Equipment                        13,163        13,163        13,163
                                -------       -------       -------

         Total                   21,844        21,844        21,844

Less Accumulated                                                   

           Depreciation          21,844        21,844        21,844
                                -------       -------       -------

         Net Property and                                          

           Equipment            $   -0-       $   -0-       $   -0-
                                =======       =======       =======

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NOTE 3 -         SUBSCRIPTION RECEIVABLE                                        

             During March, 1995 the Company issued 400,000 shares of its
               common stock to Malcom Campbell, president of the Company, in
           exchange for a subscription receivable in the amount of $
             5,500. The subscription receivable bears interest at 8% and
                 both principal and interest are due and payable March 31, 1997.
       Accordingly, the subscribed stock is reflected in the
              accompanying financial statements as a separate component of
            stockholder's equity, net of any subscriptions receivable.

NOTE 4 -         INCOME TAXES                                                   

             The provision for income taxes for the years ended June 30,
          1995, 1994, and 1993 consists solely of the $800 minimum
California franchise tax.                     

       Provisions for income taxes is summarized as follows:

                                                                [Download Table]

                                        Year Ended           
                               ------------------------------
                               June 30,   June 30,   June 30,
                                 1995       1994       1993  
                                ------     ------     ------ 
                                                             
Current income taxes             $800       $800       $800  
Deferred income taxes             --         --         --   
                                 ----       ----       ----  

Provision for income taxes       $800       $800       $800  
                                 ====       ====       ====  

               The Company's total deferred tax asset as of June 30, 1995 as
follows:                                                                        

                                                                [Download Table]

                           1995   
                         ---------
                                  
Deferred tax assets       $   520 
Valuation allowance          (520)
                          ------- 
Net deferred tax asset    $    -  
                          ======= 

          The net change in valuation allowance was an increase of
               $138,400, and was related to the Company's net operating loss
for the year ended December 31, 1995.         

              The Company has a net operating loss carryforward as of June
                30, 1995 of approximately $ 1,303 which is available to offset
             future taxable income. The carryforwards expire as follows:

                                                                [Download Table]

   Amount           Expiration Date
   ------           ---------------
                                   
$     1,303               2007     

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NOTE 4 -         INCOME TAXES (continued)                                       

             In addition to the operating loss carryforward, the Company
                also has a capital loss carryforward of approximately $ 52,750
   which can be used to offset future capital gains.

NOTE 5 -         CAPITAL STOCK                                                  

                 In April 1995 the Company amended its Articles of Incorporation
          and increased its total number of shares of common stock
                 authorized to 50,000,000 and changed the par value per share to
$0.001.                                       

NOTE 6 -         LEASE COMMITMENTS                                              

                 The Company has no lease commitments for offices as of June 30,
            1995. The Company rents its offices under a month to month
rental agreement.                             

F-10

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10SB12G/A’ Filing		Date		First		Last			Other Filings
		3/31/97		26
Filed on:		7/22/96
		3/31/96		17					10QSB
		2/28/96		17
		12/31/95		8		26
		11/15/95		10
		9/5/95		12
		7/31/95		19
		6/30/95		7		27
		5/30/95		11
		5/21/95		24
		5/1/95		2		15
		3/31/95		14		15
		12/31/94		8
		6/30/94		8		26
		6/30/93		17		26
									List all Filings