Ikonics Corp – ‘10SB12G’ on 4/7/99

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

Document/Exhibit                   Description                      Pages   Size 

 1: 10SB12G     Registration of Securities of a Small-Business        29    154K 
                          Issuer                                                 
 2: EX-3.1      Articles of Incorporation/Organization or By-Laws      8     30K 
 3: EX-3.2      Articles of Incorporation/Organization or By-Laws      7     28K 
 4: EX-10.1     Material Contract                                     15     61K 
 5: EX-10.2     Material Contract                                      6     23K 
 6: EX-10.3     Material Contract                                      6     20K 
 7: EX-10.4     Material Contract                                      4     14K 
 8: EX-10.5     Material Contract                                     12±    43K 
 9: EX-27       Financial Data Schedule (Pre-XBRL)                     2      7K 

10SB12G   —   Registration of Securities of a Small-Business Issuer
Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM 10-SB

 GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b) OR 12(g)
OF THE SECURITIES EXCHANGE ACT OF 1934

THE CHROMALINE CORPORATION
--------------------------------------------------------------------------------
(Exact name of Small Business Issuer as specified in its charter) 

   Minnesota                                    41-0730027
------------------------------------------       -------------------------------
(State of incorporation or organization)         (I.R.S. Employer Identification
                                                    No.)

4832 Grand Avenue                                     
Duluth, Minnesota                               55807 
------------------------------------------       -------------------------------
(Address of principal executive offices)                  (Zip Code)          

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

None

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

Common Stock, $.10 par value
----------------------------
(Title of Class)

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PART I

ITEM 1. DESCRIPTION OF BUSINESS                                                 

GENERAL                                                                         

The Chromaline Corporation ("Chromaline" or the "Company") was
incorporated in Minnesota as Chroma-Glo, Inc. in 1952 and changed its name to   
The Chromaline Corporation in 1982. The Company develops, manufactures and sells
light sensitive emulsions and films for commercial and industrial applications  
in the United States and abroad. The Company also markets ancillary chemicals   
and equipment to provide a full line of products and services to its customers. 
The Company's products serve the screen printing and decorative sand blasting   
markets. The screen printing products represent the Company's largest product   
line. These products are used by screen printers to create stencil images. These
images produce basic designs for fabric decoration and product identification,  
as well as complex designs for compact discs and electronic circuits. The sand  
blasting products are used by many consumers to create architectural glass, art 
pieces and awards. Some of the Company's customers use both the screen printing 
and the sand blasting products.                                                 

PRODUCTS                                                                        

     Chromaline's core technology is photochemical imaging systems. This
technology is similar to photographic film technology except that the Company   
uses organic polymers or natural protein rather than silver to make the product 
photo-reactive ("light sensitive"). The products Chromaline targets at the      
screen printing industry are light sensitive films and emulsions used by        
customers to create an image on a printing screen; the equivalent of a printing 
plate in other types of printing processes. In the sand blasting market, the    
Company's products are also films and emulsions. These products are used to     
create a stencil by decorators of glass and other hard surfaces including       
crystal, marble, metals, wood, stone and plastics. The stencil is applied       
directly to the article to be decorated by the sand blasting process through a  
self-adhesive feature or with a separate adhesive. The open areas of the stencil
permit the sand blast grit to erode the surface while the closed areas of the   
stencil repel the sand blast grit, protecting areas of the surface being        
decorated.                                                                      

All of Chromaline's light sensitive products are sensitive to 
ultraviolet radiation. The Company uses different chemicals to create           
sensitivity to light including a molecule which it developed internally and     
patented.                                                                       

DISTRIBUTION                                                                    

     Chromaline sells its products through non-exclusive distributors in
certain markets, exclusive distributors in other markets and through direct     
sales to certain end users. The Company currently has approximately 140 domestic
and international distributors. In addition, Chromaline markets and sells its   
products through magazine advertising, trade shows and the internet.            

      Chromaline is engaged in international sales through three channels.
The Company is a 19.5 percent owner of Chromaline Europe SA, a French           
corporation located in Saverne, France ("Chromaline Europe"). Chromaline Europe 
imports the Company's products and distributes them to dealers throughout       
Western and Eastern Europe and North Africa. The other owners of Chromaline     
Europe are Europeans involved in the screen printing industry, including several
Chromaline distributors and dealers. The Company is also currently developing   
its business in India through an exclusive distributor in that country. It is   
the Company's intent that an entity to be formed by the Company and the Indian  
distributor will eventually become a licensed manufacturer of certain low cost  
products which have been developed by Chromaline expressly for distant markets  
where shipping costs and low market prices would otherwise preclude the         
Company's participation. The Company markets products to foreign areas not      
served by the European or Indian facilities from its corporate headquarters in  
Duluth, Minnesota.                                                              

         Chromaline has a diverse customer base both domestically and abroad and
does not depend on one or a few customers for a material portion of its         
revenues.                                                                       

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QUALITY CONTROL IN MANUFACTURING                                                

       In March 1994, Chromaline became the first firm in northern Minnesota
to receive ISO 9001 certification. The Company was recertified in 1997 and 1999.
The recertification process will occur every three years hereafter. Chromaline's
quality function goal is to train all employees properly in both their work and 
in the importance of their work. Responsibility for efficient and correct work  
has meant that authority for proposing changes has been given to all employees. 
Internal records of quality related graphs and tables are reviewed regularly and
discussions are held among management and employees regarding how improvements  
might be realized. The Company has rigorous materials selection procedures and  
also uses environmental testing and screen print equipment tailored to fit      
customers' needs.                                                               

RESEARCH AND DEVELOPMENT/INTELLECTUAL PROPERTY                                  

       Chromaline spent 7.3% of sales ($680,000) on research and development
in 1998 and 6.8% ($604,000) in 1997. In its research program, Chromaline has    
developed unique light sensitive molecules which have received two U.S. patents.
These patents expire in 2011 and 2014, respectively. The Company also has four  
United States patent applications pending. There can be no assurance that any   
patent granted to the Company will provide adequate protection to the Company's 
intellectual property. Within Chromaline, steps are taken to protect the        
Company's trade secrets, including physical security, confidentiality and       
non-competition agreements with employees and confidentiality agreements with   
vendors. In its product development program, Chromaline is fully equipped to    
simulate customer uses of its products. The Company's facilities include a      
walk-in environmental chamber which simulates customer uses and storage         
conditions of Chromaline products for different climatic zones. Chromaline has  
introduced the highest number of new products of any participant in its markets 
over the past ten years.                                                        

In addition to its patents, the Company has various trademarks
including the "Chromaline" and "PhotoBrasive" trademarks.                       

RAW MATERIALS                                                                   

      The Chromaline Corporation purchases raw materials from a variety of
domestic and foreign sources with no one supplier being material to the Company.
The purchasing staff at the Company's headquarters leads in the identification  
of both domestic and foreign sources for raw materials and negotiates price and 
terms for all domestic and foreign markets. Chromaline's involvement in foreign 
markets has given it the opportunity to become a global buyer of raw materials  
at lower overall cost than it had previously enjoyed. The Company has a number  
of suppliers and no one supplier is essential to the Company's operations. To   
date there have been no significant shortages of raw materials and alternative  
sources for nearly all raw materials are available. The Company believes it has 
good supplier relations.                                                        

COMPETITION                                                                     

  The Company competes in its markets based on product development
capability, quality, reliability, availability, technical support and price. The
screen printing market is much larger than the decorative sand blasting market, 
however, the sand blasting market is currently experiencing faster growth.      
Chromaline has two primary competitors in its screen printing film business.    
Both are larger than Chromaline and possess greater resources than the Company  
in many areas. One is a privately owned U.S. firm and the other is owned by a   
large British conglomerate. The Company has numerous competitors in the market  
for screen print emulsions many of whom are larger than Chromaline and possess  
greater resources. The market for the Company's sand blasting products has      
relatively few competitors, however, those in this market compete aggressively  
on price and in other areas. Chromaline considers itself to be a significant    
factor in this market.                                                          

GOVERNMENT REGULATION                                                           

 The Company is subject to a variety of federal, state and local
industrial laws and regulations, including those relating to the discharge of   
material into the environment and protection of the environment. These laws and 
regulations have not had a material effect upon the capital expenditures or     
competitive position of the Company.                                            

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EMPLOYEES                                                                       

    As of March 19, 1999, the Company had 72 employees all of whom are
located at the Company's headquarters in Duluth, Minnesota with the exception of
several outside technical sales representatives in various locations around the 
United States. None of the Company's employees are subject to a collective      
bargaining agreement and the Company believes that its employee relations are   
good.                                                                           

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND        
RESULTS OF OPERATIONS                                                           

   The following management discussion and analysis focuses on those
factors that had a material effect on the Company's financial results of        
operations and financial condition during 1998 and 1997 and should be read in   
connection with the Company's audited financial statements and notes thereto for
the years ending December 31, 1998 and 1997.                                    

FACTORS THAT MAY AFFECT FUTURE RESULTS                                          

       Certain statements made in this Registration Statement on Form 10-SB,
which are summarized below, are forward-looking statements that involve risks   
and uncertainties, and actual results may be materially different. Factors that 
could cause actual results to differ include, but are not limited to, those     
identified as follows:                                                          

      -    THE BELIEF THAT THE COMPANY'S CURRENT FINANCIAL RESOURCES, CASH
         GENERATED FROM OPERATIONS AND THE COMPANY'S CAPACITY FOR DEBT
          AND/OR EQUITY FINANCING WILL BE SUFFICIENT TO FUND CURRENT AND
             ANTICIPATED BUSINESS OPERATIONS--Changes in anticipated operating
         results, credit availability and equity market conditions may
           further enhance or inhibit the Company's ability to maintain or
raise appropriate levels of cash.                   

         -    THE COMPANY'S PLANS TO EXPAND ITS RESEARCH AND DEVELOPMENT EFFORTS
           AND THE EXPECTED FOCUS AND RESULTS OF SUCH EFFORTS--These plans
          and expectations may be impacted by general market conditions,
     unanticipated changes in expenses or sales, delays in the
        development of new products, technological advances or other
changes in competitive conditions.                  

      -    THE COMPANY'S EFFORTS TO GROW ITS INTERNATIONAL BUSINESS--These
     efforts may be impacted by economic, political and social
             conditions in current and anticipated foreign markets, regulatory
            conditions in such markets, unanticipated changes in expenses or
         sales, changes in competitive conditions or other barriers to
entry or expansion.                                 

      -    THE COMPANY'S BELIEF THAT EVALUATIONS AND MODIFICATIONS OF YEAR
     2000 COMPLIANCE ISSUES, INCLUDING YEAR 2000 COMPLIANCE OF
             THIRD-PARTY SUPPLIERS, WILL NOT HAVE A MATERIAL ADVERSE EFFECT ON
              THE COMPANY'S OPERATIONS OR FINANCIAL POSITION--This belief may be
       impacted by presently unanticipated delays in assessment or
              remediation, unanticipated increases in costs or non-compliance by
third parties.                                      

   -    THE EXPECTATION THAT THE COMPANY WILL HAVE A MANUFACTURER OF
       CERTAIN LOW COST PRODUCTS IN INDIA--This expectation may be
    impacted by economic, political and social conditions or
          regulatory changes in India, unanticipated delays or expenses,
          acceptance of the Company's products or changes in competitive
conditions.                                         

RESULTS OF OPERATIONS                                                           

      SALES. The Company's sales increased by 4.4% to $9.3 million in 1998
from $8.9 million in 1997. This increase was primarily due to a 15.2% increase  
in international sales.                                                         

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       COST OF GOODS SOLD. The cost of goods sold was $4.2 million, or 45.1%
of sales, in 1998 and $4.2 million, or 46.9% of sales, in 1997, gross margins   
improved as overhead and labor costs increased slightly and the cost of raw     
materials remained relatively flat.                                             

    SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased to $3.1 million, or 33.1% of sales, in 1998   
from $2.7 million, or 30.0% of sales, in 1997. This increase was primarily due  
to approximately $240,000 of one-time costs associated with the retirement and  
replacement of two senior officers and increased sales and marketing expenses   
associated with the launch of new products.                                     

      RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses
increased to $680,000, or 7.3% of sales, in 1998 from $604,000, or 6.8% of      
sales, in 1997. This increase was primarily due to expenses incurred to complete
development of PHAT film, a film which utilizes new high density inks to create 
suede-like and 3-D images, and the MAX-R emulsion, an emulsion which has maximum
resistance to breakdown thus improving screen printers' production efficiency.  
PHAT film and the MAX-R emulsion were launched at the Screenprinting and        
Graphics Imaging Association trade show in October 1998.                        

PATENT LITIGATION EXPENSES. Recognized expenses related to the
Company's patent litigation decreased to zero in 1998 from $445,000 in 1997.    
This decrease was due to the fact that all patent litigation costs incurred in  
1998 were covered by the $250,000 accrual which was included in the $445,000    
patent litigation expense incurred in 1997.                                     

        INTEREST INCOME. Net interest income increased to $29,000 in 1998 from
$10,000 in 1997. This increase was primarily due to the Company's purchase of   
certain interest-bearing securities in 1998.                                    

         INCOME TAXES. While the Company's effective tax rate decreased to 35.8%
in 1998 from 38.6% in 1997, federal and state income tax expense increased to   
$492,000 in 1998 from $371,000 in 1997. This increase in expense was due to the 
increase in the Company's pretax income for 1998.                               

       NET INCOME. Net income increased to $881,000 in 1998 from $638,375 in
1997. Net income in 1997 was negatively impacted by a total of $445,000 in      
patent litigation costs during the year, while 1998 saw $240,000 of one-time    
costs related to the retirement and replacement of two senior officers. Without 
these one-time costs, net income in 1998 increased by 12.6% over 1997. This     
increase was due to a 4.4% increase in sales and continuing efforts to improve  
operating efficiencies and reduce costs.                                        

LIQUIDITY AND CAPITAL RESOURCES                                                 

         Chromaline has financed its operations principally with funds generated
from operations. These funds have been sufficient to cover the Company's normal 
operating expenditures and annual capital spending requirements, as well as     
research and development expenditures.                                          

A bank line of credit exists providing for borrowings of up to
$1,250,000. Outstanding debt under this line of credit is collateralized by     
accounts receivable and bears interest at 2.5 percentage points over the 30-day 
LIBOR rate. The Company has not utilized this line of credit to a material      
extent and there was no debt outstanding under this line as of December 31,     
1998. A possible second source of funding is Tax Increment Financing ("TIF").   
The Company resides in one of several TIF districts in Duluth, Minnesota. TIF   
uses the increase in tax revenues that results from development to fund the     
costs of such development. This funding may be used to help facilitate          
improvements or additions to the Company's property and buildings.              

       The Company believes that current financial resources, cash generated
from operations and the Company's capacity for debt and/or equity financing will
be sufficient to fund current and anticipated business operations. Future       
activities undertaken to expand the Company's business may include acquisitions,
building expansion and additions, equipment additions, new product development  
and marketing opportunities.                                                    

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CAPITAL EXPENDITURES                                                            

In 1998, the Company purchased over an acre of additional land
immediately adjacent to its manufacturing facility in Duluth at a cost of       
$64,000. In addition, the Company acquired the E-Z Mask patent at a cost of     
$109,000 to aid in the development of its decorative sand blasting business.    
Additional plant equipment, research and development instrumentation, and       
computers were purchased during the year to improve product quality and         
operating efficiency.                                                           

INTERNATIONAL ACTIVITY                                                          

         The Company markets its products to over 50 countries in North America,
Europe, Latin America, Asia and other parts of the world. Foreign sales were    
approximately 32% and 29% of total sales in 1998 and 1997. Recent weakening of  
certain foreign currencies has not significantly impacted the Company's         
operations, because the Company's foreign sales are not concentrated in any one 
region of the world. The Company believes its vulnerability to uncertainties due
to foreign currency fluctuations and general economic conditions in foreign     
countries is not significant.                                                   

         Substantially all of the Company's foreign transactions are negotiated,
invoiced and paid in U.S. dollars. Chromaline has not implemented a hedging     
strategy to reduce the risk of foreign currency translation exposures, which    
management does not believe to be significant based on the scope and geographic 
diversity of the Company's foreign operations as of December 31, 1998.          

      Effective January 1, 1999, eleven states of the European Union began
the conversion to a common currency, called the "euro." This action will most   
likely cause a portion of Chromaline's European transactions to be negotiated,  
invoiced and paid in "euros." The conversion will most likely add currency      
exchange costs and risks. Although such costs and risks are not quantifiable at 
this time, they are not expected to be significant.                             

YEAR 2000 ISSUE                                                                 

    The year 2000 issue is the result of certain computer systems that
recognize the year using only the last two digits. Any system utilizing         
time-sensitive programming may recognize the date using "00" as the year 1900   
rather than the year 2000. This could result in systems failures that may       
disrupt normal business operations. The Company has begun a comprehensive       
project to test and prepare its internal computer systems for the year 2000.    
This project will replace all non-compliant software and hardware with systems  
that are year 2000 compliant and is expected to be completed in the third       
quarter of 1999. If necessary conversions are not completed on a timely basis,  
the year 2000 could have a material adverse effect on Chromaline's operations.  
Overall, management believes the year 2000 will not have a significant impact on
operations.                                                                     

 At this time, the Company believes it is unnecessary to adopt a
contingency plan covering the possibility that the year 2000 project will not be
completed in a timely manner, but, as part of the overall project, the Company  
will continue to assess the need for a contingency plan based on its periodic   
evaluation of target dates for the completion of the year 2000 project.         

    Chromaline faces risk to the extent that suppliers of products and
services purchased by the Company and others with whom it transacts business on 
a world-wide basis do not have business products and services that comply with  
year 2000 requirements. The Company has solicited assurances from its major     
suppliers that their products and services are year 2000 compliant. In the event
that a significant number of these third parties cannot, in a timely manner,    
provide the Company with products and services because of the year 2000 issue,  
Chromaline's operating results could be materially adversely affected.          

         The costs associated with the year 2000 project are minimal and are not
incremental to the Company, but include temporary reallocation of existing      
resources. Although Chromaline believes that the remaining cost of year 2000    
modifications for internal-use systems are not material, there can be no        
assurances that various factors relating to year 2000 compliance issues will not
have a material adverse effect on the Company's business, operating results, or 
financial position.                                                             

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FUTURE OUTLOOK                                                                  

       Chromaline has invested over 6% of sales dollars for the past several
years on research and development. The Company plans to expand its efforts in   
this area and expedite internal product development as well as form             
technological alliances with outside experts to ensure the commercialization of 
new product opportunities. In addition to its film, emulsion and self-adhesive  
products, Chromaline's research and development efforts will also focus on      
improving the efficiency of its automated photo developers for the decorative   
sand blasting product line. The Company will also be looking at natural adjuncts
to its product line if extremely reliable sources of supply can be obtained and 
resale margins are acceptable.                                                  

  In addition to its traditional emphasis on domestic markets, the
Company will continue efforts to grow its business internationally by attempting
to develop new markets and expanding its market share where it has already      
established a presence.                                                         

In its search for new opportunities, Chromaline will actively 
investigate experimental technology sharing, joint ventures, and acquisitions to
complement its core strengths of innovative technology and recognized market    
presence.                                                                       

ITEM 3.  DESCRIPTION OF PROPERTY                                                

      The Company conducts its entire operations in Duluth, Minnesota. The
administrative, sales, research and development, quality and manufacturing      
activities are housed in a 60,000 square-foot four-story building, including a  
basement level. The building is approximately seventy years old and has been    
maintained in good condition. Shipping and distribution for the Company operates
from a three-year old 5,625 square-foot warehouse adjacent to the existing plant
building. These facilities are owned by the Company with no existing liens or   
leases.                                                                         

ITEM 4.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT         

     The following table sets forth, as of March 19, 1999, the number of
shares of Common Stock beneficially owned by each person who is a beneficial    
owner of more than 5% of the outstanding Common Stock of the Company, by each   
officer named in the Summary Compensation Table, by each director, and by all   
officers and directors as a group. All persons have sole voting and dispositive 
power over such shares unless otherwise indicated.                              

                                                        [Enlarge/Download Table]

              NAME AND ADDRESS                             NUMBER                      PERCENTAGE OF     
           OF BENEFICIAL OWNER:                          OF SHARES                   OUTSTANDING SHARES  
-----------------------------------------   -----------------------------------  ------------------------
                                                                                                         
Directors and executive officers:                                                                        
   William C. Ulland                                       130,500(1)                        11.0%       
   Philip J. Hourican                                        5,500                            *          
   Charles H. Andresen                                       6,870(2)                         *          
   Gerald W. Simonson                                       55,200                            4.7        
   David O. Harris                                          42,817                            3.6        
   Thomas L. Erickson (retired July 1998)                   69,775(3)                         5.9        
   All directors and executive officers as                 329,112(4)                        27.7        
   a group (9 persons, including those                                                                   
   named above)                                                                                          

------------------                                                              
*    Less than one percent.                                                     

(1)  Includes options to purchase 3,000 shares of Common Stock exercisable      
 within 60 days of March 19, 1999. The address of Mr. Ulland is 740 East
Superior Street, Duluth, Minnesota 55802.                             

(2) Includes options to purchase 250 shares of Common Stock exercisable within  
60 days of March 19, 1999.                                              

(3) Mr. Erickson held office as President and Chief Executive Officer, and as a 
Director, until his retirement, effective July 12, 1998. The address of 
Mr. Erickson is 20 South 26th Avenue East, Duluth, MN  55812.           

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(4) Includes options to purchase 9,750 shares of Common Stock exercisable       
within 60 days of March 19, 1999.                                       

ITEM 5.  DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES OF THE         
REGISTRANT                                                                      

    The Directors, Executive Officers and Significant Employees of the
Company are as follows:                                       

                                                        [Enlarge/Download Table]

Name                              Age  Position                                              
-------------------------------  ----  ------------------------------------------------------
                                                                                             
William C. Ulland                 58   Chairman of the Board of Directors                    

Philip J. Hourican                54   President, Chief Executive Officer and Director       

Jeffery A. Laabs                  44   Vice President of Finance, Controller, Treasurer and  
                                       Secretary                                             

Claude P. Piguet                  41   Vice President of Operations                          

Toshifumi Komatsu                 44   Vice President of Technology                          

Robert D.  Banks, Jr.             47   Vice President of International Sales                 

Charles H. Andresen               58   Director                                              

Gerald W. Simonson                68   Director                                              

David O. Harris                   64   Director                                              

        WILLIAM C. ULLAND has been a director and Chairman of the Board of the
Company since 1972. Since 1977, Mr. Ulland has been Managing Partner of American
Shield Company, a mineral exploration and development company located in Duluth,
Minnesota.                                                                      

      PHILIP J. HOURICAN has been President and Chief Executive Officer of
the Company since July 1998. He was elected to the Board of Directors shortly   
thereafter. Mr. Hourican came to the Company from Balchem Corporation of Slate  
Hill, New York. At Balchem, Mr. Hourican served as Vice President and General   
Manager from July 1996 to February 1998. Balchem is an international marketer of
repackaged chemicals. From October 1994 to July 1996, Mr. Hourican was the Vice 
President of Sales and Marketing on a nationwide basis for Techalloy, a         
manufacturer of stainless steel and nickel wire located in Mahwah, New Jersey.  
Mr. Hourican was a senior manager for Crosfield Chemicals, a manufacturer of    
silicas, silicates, zeolites and catalysts located in Joliet, Illinois, from May
1988 to October 1994. Mr. Hourican received a B.S. in Chemical Engineering from 
the University of Pittsburgh in 1967 and an M.B.A. from the University of Akron 
in 1972.                                                                        

         JEFFERY A. LAABS, CMA has been Vice President of Finance and Controller
of the Company since May 1998. He was named Treasurer and Secretary of the      
Company shortly thereafter. Mr. Laabs was a Senior Financial Analyst for Lake   
Superior Paper Industries ("LSPI") in Duluth, Minnesota from September 1986     
until he joined Chromaline in 1998. LSPI is a manufacturer of supercalendered   
paper for newspaper inserts and magazines. His prior experience includes various
financial positions with Kimberly Clark Corporation, a manufacturer of paper    
products, from September 1981 until September 1986. Mr. Laabs received a        
Bachelor of Science degree in Accounting from Lake Superior State University in 
1976. He earned the designation of Certified Management Accountant in 1996.     

      CLAUDE P. PIGUET has been the Company's Vice President of Operations
since May 1994. Previously, he was the Company's Director of Operations from    
January 1992 to May 1994. Mr. Piguet joined Chromaline in 1990 and holds a      
diploma of Engineer ETS/HTL from the Ecole D'Ingenieurs de l'Etat de Vaud in    
Switzerland.                                                                    

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       TOSHIFUMI KOMATSU has been the Company's Vice President of Technology
since September 1993. Previously, he served as Chromaline's Director of Research
and Development for two years. Mr. Komatsu has been with Chromaline's Research  
and Development Department for 15 years. His prior experience includes positions
in research and development at Alberta Gas Chemicals, a manufacturer of organic 
acids. He received a B.S. in Chemistry and Mathematics from the College of Saint
Scholastica in 1980.                                                            

ROBERT D. BANKS, JR. has been the Company's Vice President of 
International Sales since February 1997. Previously, he was the Company's       
Director of International Sales and Marketing from 1989 to 1997.                

       CHARLES H. ANDRESEN was elected as a director of the Company in 1979.
Mr. Andresen has been a shareholder in the law firm of Magie, Andresen, Haag,   
Paciotti, Butterworth & McCarthy, P.A., in Duluth, Minnesota for more than the  
past five years.                                                                

         GERALD W. SIMONSON was elected as a director of the Company in 1978. He
has been the President of Omnetics Connector Corporation, a manufacturer of     
microminiature connectors for the electronics industry located in Minneapolis,  
Minnesota, for more than the past five years. Mr. Simonson is also a director of
Medtronic, Inc., a manufacturer of medical devices, and Northwest               
Teleproductions, Inc., a film and video production company.                     

       DAVID O. HARRIS was elected a director of the Company in 1965. He has
been President of David O. Harris, Inc., a manufacturer's representative firm in
Minneapolis, Minnesota, for more than the past five years.                      

ITEM 6.  EXECUTIVE COMPENSATION                                                 

EXECUTIVE COMPENSATION                                                          

The following table sets forth certain information regarding  
compensation earned by the individuals who served as Chief Executive Officer of 
the Company during the fiscal years ended December 31, 1998, 1997 and 1996. No  
other executive officers of the Company received remuneration exceeding $100,000
for the fiscal year ended December 31, 1998.                                    

                                SUMMARY COMPENSATION TABLE

                                                        [Enlarge/Download Table]

                                                                               LONG-TERM                       
                                                                              COMPENSATION                     
                                                                                 AWARDS                        
                                                        ANNUAL              ----------------                   
                                                      COMPENSATION               SHARES                        
                                             -----------------------------     UNDERLYING        ALL OTHER     
NAME AND PRINCIPAL POSITION           YEAR      SALARY(1)        BONUS         OPTIONS(2)      COMPENSATION(3) 
----------------------------------  -------     --------       ---------       ----------     -----------------
                                                                                                               
Philip J. Hourican                    1998       $55,400         $2,990           20,526           $32,496     
   President and Chief Executive                                                                               
   Officer                                                                                                     

Thomas L. Erickson,                   1998        66,635         31,853            2,000           165,000     
   President and Chief Executive      1997       110,000         41,474            2,000                 -     
   Officer                            1996       102,500         41,786            2,000                 -     

---------------                                                                 
(1)  Mr. Hourican joined the Company as President and Chief Executive Officer on
   July 13, 1998. If he had been employed for all for 1998, his salary would
  have been $120,000. Mr. Erickson retired from the Company effective July
12, 1998.                                                             

(2) Represents options to purchase Common Stock granted under the Company's 1995
Stock Incentive Plan.                                                   

(3) Amounts reported for Mr. Hourican in 1998 represent payments made for       
   reimbursement of moving and temporary living expenses. Amounts reported for
Mr. Erickson in 1998 represent the following payments made in           

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connection with his retirement: a $65,000 severance payment, $80,000 in 
consulting fees and $20,000 paid pursuant to Mr. Erickson's agreement   
not to compete with the Company. The agreements governing the payments  
to Mr. Erickson are discussed below under "Employment Agreements and    
Termination of Employment and Change-in-Control Arrangements."          

 OPTION GRANTS IN LAST FISCAL YEAR

      The following table summarizes option grants made during 1998 to the
Chief Executive Officer of the Company.                                         

                                                        [Enlarge/Download Table]

                                        INDIVIDUAL GRANTS                                                  
                     ---------------------------------------------------------                             
                                     PERCENTAGE                                 POTENTIAL REALIZABLE VALUE 
                     NUMBER OF        OF TOTAL                                    AT ASSUMED ANNUAL RATES  
                      SHARES          OPTIONS                                    OF STOCK APPRECIATION FOR 
                    UNDERLYING       GRANTED TO       EXERCISE                        OPTION TERM(1)       
                      OPTIONS       EMPLOYEES IN      PRICE PER     EXPIRATION  ---------------------------
     NAME            GRANTED(2)     FISCAL YEAR         SHARE          DATE          5%             10%    
------------------   ----------      -----------      ---------     ----------    --------       --------  
                                                                                                           
Philip J. Hourican    20,526           87.2%             $9.50        7/13/05     $274,380       $379,991  

-------------                                                                   
(1)  The potential realizable value is based on a 7-year term of each option at 
the time of grant. Assumed stock price appreciation of 5% and 10% is  
mandated by rules of the Securities and Exchange Commission and is not
     intended to forecast actual future financial performance or possible future
     appreciation. The potential realizable value is calculated by assuming that
  the fair market value of the Company's Common Stock on the date of grant
 appreciates at the indicated rate for the entire term of the option and
     that the option is exercised at the exercise price and sold on the last day
of its term at the appreciated price.                                 

(2)  Options granted pursuant to the Company's 1995 Stock Incentive Plan are    
     exercisable at an exercise price equal to the fair market value on the date
of grant. The 20,526 share option granted to Mr. Hourican at $9.50 per
     share vests in three equal increments on the day prior to the first, second
 and third anniversaries of the date of grant. This option has a maximum
 term of seven years, subject to earlier termination in the event of Mr.
Hourican's cessation of service with the Company.                     

 AGGREGATED OPTION
EXERCISES IN FISCAL 1998
 AND FISCAL YEAR-END OPTION VALUES

   The purpose of the following table is to report exercise of stock
options by the Chief Executive Officers of the Company during 1998 and the value
of his unexercised stock options as of December 31, 1998.                       

                                                        [Enlarge/Download Table]

                                                     NUMBER OF SHARES           VALUE OF UNEXERCISED    
                                                  UNDERLYING UNEXERCISED        IN-THE-MONEY OPTIONS    
                         SHARES                 OPTIONS AT FISCAL YEAR-END     AT FISCAL YEAR-END(1)    
                        ACQUIRED     VALUE    -----------------------------  ---------------------------
    NAME              ON EXERCISE   REALIZED  EXERCISABLE     UNEXERCISABLE  EXERCISABLE   UNEXERCISABLE
--------------------  -----------  ---------  -----------     -------------  -----------   -------------
                                                                                                        

Philip J. Hourican         -            -          -              20,526            -              $0   

-----------                                                                     
(1)  Value is based on the per share closing price of the Company's Common Stock
on December 31, 1998, which was $7.50.                                

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EMPLOYMENT AGREEMENTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL       
ARRANGEMENTS                                                                    

     Thomas L. Erickson retired from his position as President and Chief
Executive Officer of the Company on July 12, 1998 and entered into a Separation 
Agreement with the Company effective July 13, 1998. The Separation Agreement    
provides for severance compensation of $65,000 which was paid during 1998. Mr.  
Erickson also entered into an Agreement regarding Non-Disclosure of Confidential
Information and Non-Competition with the Company dated July 22, 1998. Pursuant  
to this Agreement, Mr. Erickson has agreed not to compete with the Company prior
to December 31, 2002 in exchange for payments totaling $123,500 over the term of
the Agreement. Finally, Mr. Erickson agreed to act as a consultant to the       
Company until December 31, 1999 and entered into a Consulting Agreement with the
Company dated July 22, 1998 providing for compensation of $80,000, all of which 
was paid in 1998.                                                               

DIRECTOR COMPENSATION                                                           

         During 1998, each non-employee director of the Company who beneficially
owns not more than 5% of the Company's outstanding Common Stock received a      
one-time grant of an option to purchase 3,000 shares of the Company's Common    
Stock under the 1995 Stock Incentive Plan. These options have an exercise price 
equal to the fair market value on the date of grant and will expire seven years 
from the date of grant. In addition, each non-employee director of the Company  
who beneficially owns not more than 5% of the Company's outstanding Common Stock
receives a quarterly retainer of $1,000, plus per meeting fees of $700 for each 
meeting of the Board of Directors attended in person, $350 for each meeting of  
the Board of Directors attended by telephone, $300 for each committee meeting   
attended in person and $150 for each committee meeting attended by telephone.   

ITEM 7.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                         

Not applicable.                                               

ITEM 8.  DESCRIPTION OF SECURITIES                                              

GENERAL                                                                         

         The Company's Restated Articles of Incorporation, as amended, authorize
the issuance of up to 5,000,000 shares of capital stock. The shares are         
classified into two classes, consisting of 4,750,000 shares of Common Stock,    
$.10 par value, and 250,000 shares of Preferred Stock, $.10 par value.          

         The Board of Directors is authorized to establish one or more series of
Preferred Stock by resolution, set forth the designation of each such series and
fix the relative rights and preferences of each such series, provided that      
certain voting, dividend and liquidation terms specified in the Restated        
Articles of Incorporation may not be altered by the Board.                      

COMMON STOCK                                                                    

       At March 19, 1999, there were 1,178,811 shares of Common Stock issued
and outstanding and held by approximately 450 shareholders of record. Holders of
Common Stock are entitled to one vote per share for the election of directors   
and on all matters submitted to a vote of shareholders, and there are no        
cumulative voting rights for the election of directors. Holders of Common Stock 
are entitled to receive dividends as and when declared by the Board of Directors
out of funds legally available therefor. Holders of Common Stock are not        
entitled to preemptive rights. In the event of the liquidation, dissolution or  
winding up of the Company, the holder of each share of Common Stock is entitled 
to share equally in any balance of the Company's assets available for           
distribution to shareholders after the holders of any Preferred Stock have      
received the full distribution to which such holders are entitled. Outstanding  
shares of Common Stock are not subject to any further call or assessment.       

PREFERRED STOCK                                                                 

       The Company does not currently have any issued and outstanding shares
of Preferred Stock. Pursuant to the Company's Articles of Incorporation, the    
Board of Directors has the authority, without further action by the             

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shareholders, to issue up to 250,000 shares of Preferred Stock in one or more   
classes or series. The Board is authorized to determine the designation of and  
number of shares in each series and to fix the dividend, redemption,            
liquidation, retirement and conversion rights, if any, of such series, and any  
other rights and preferences thereof, subject to certain limitations in the     
Company's Restated Articles of Incorporation. These limitations state that      
holders of the Company's Preferred Stock shall not have any voting rights unless
required by Minnesota law, shall be paid all accumulated or accrued dividends   
prior to a dividend being declared or paid on the Company's Common Stock and    
shall be entitled to receive the liquidation price of their Common Stock and any
accrued dividends thereon prior to any distributions being made to the holders  
of Common Stock in the event of the liquidation, dissolution or winding up of   
the Company. Any shares of Preferred Stock which may be issued may have greater 
rights in many areas than the Common Stock, including preferences as to payment 
of dividends and upon liquidation, and may be convertible into shares of Common 
Stock. Preferred Stock could be issued quickly with terms calculated to delay or
prevent a change in control of the Company or make removal of management more   
difficult. Additionally, the issuance of Preferred Stock may have the effect of 
decreasing the market price of the Common Stock, and may adversely affect the   
rights of the holders of Common Stock. The Company has no present plans to issue
shares of Preferred Stock.                                                      

OPTIONS                                                                         

       At March 19, 1999, the Company had outstanding options to purchase up
to an aggregate of 51,027 shares of Common Stock to directors, officers and     
employees of the Company at exercise prices ranging from $4.04 to $10.13 per    
share.                                                                          

ANTI-TAKEOVER PROVISIONS OF THE MINNESOTA BUSINESS CORPORATION ACT; RESTATED    
ARTICLES OF INCORPORATION                                                       

         Certain provisions of Minnesota law and the Company's Restated Articles
of Incorporation described below could have an anti-takeover effect. These      
provisions are intended to provide management flexibility to enhance the        
likelihood of continuity and stability in the composition of the Company's Board
of Directors and in the policies formulated by the Board and to discourage an   
unsolicited takeover of the Company, if the Board determines that such a        
takeover is not in the best interests of the Company and its shareholders.      
However, these provisions could have the effect of discouraging certain attempts
to acquire the Company which could deprive the Company's shareholders of        
opportunities to sell their shares of Common Stock at prices higher than        
prevailing market prices.                                                       

  Section 302A.671 of the Minnesota Statutes applies, with certain
exceptions, to any acquisitions of voting stock of the Company (from a person   
other than the Company, and other than in connection with certain mergers and   
exchanges to which the Company is a party) resulting in the beneficial ownership
of 20% or more of the voting stock then outstanding. Section 302A.671 requires  
approval of the granting of voting rights for the shares received pursuant to   
any such acquisition by a majority vote of the shareholders of the Company. In  
general, shares acquired without such approval are denied voting rights and are 
redeemable at their then fair market value by the Company within 30 days after  
the acquiring person has failed to deliver a timely information statement to the
Company or the date the shareholders voted not to grant voting rights to the    
acquiring person's shares.                                                      

    Section 302A.673 of the Minnesota Statutes generally prohibits any
business combination by the Company, or any subsidiary of the Company, with any 
shareholder which purchases 10% or more of the Company's voting shares (an      
"interested shareholder") within four years following such interested           
shareholder's share acquisition date, unless the business combination is        
approved by a committee of all of the disinterested members of the Board of     
Directors of the Company before the interested shareholder's share acquisition  
date.                                                                           

   In addition, the existence of undesignated Preferred Stock in the
Restated Articles of Incorporation allows the Board of Directors of the Company,
without further shareholder action, to issue Preferred Stock with certain rights
and in amounts that could have the effect of making it more difficult for a     
third party to acquire, or of discouraging a third party from acquiring, control
of the Company.                                                                 

TRANSFER AGENT AND REGISTRAR                                                    

         Norwest Bank Minnesota, National Association, is the transfer agent and
registrar for the Company's Common Stock.                                       

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 PART II

ITEM 1.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS  

    The Company's Common Stock is traded on the local over-the-counter
market in the Minneapolis-St. Paul area under the symbol CMLH. The following    
table sets forth, for the fiscal quarters indicated, the high and low bid prices
for the Company's Common Stock as reported on the local over-the-counter market 
in the Minneapolis-St. Paul area. The quotations reflect inter-dealer prices    
without retail mark-up, mark-down or commission, and may not represent actual   
transactions.                                                                   

                                                        [Enlarge/Download Table]

                                                                                HIGH     LOW  
                                                                               ------  -------
                                                                                              
FISCAL YEAR ENDED DECEMBER 31, 1999:                                                          
     First Quarter............................................................  $7.75   $6.75 
     Second Quarter (through April 6, 1999)...................................   8.00    7.63 

FISCAL YEAR ENDED DECEMBER 31, 1998:                                                          
     First Quarter............................................................  $8.88   $7.00 
     Second Quarter...........................................................   9.00    7.38 
     Third Quarter............................................................  10.38    7.75 
     Fourth Quarter...........................................................   8.06    7.00 

FISCAL YEAR ENDED DECEMBER 31, 1997:                                                          
     First Quarter............................................................  $6.67   $5.00 
     Second Quarter...........................................................   9.00    6.00 
     Third Quarter............................................................  10.17    8.00 
     Fourth Quarter...........................................................  10.00    8.50 


      As of March 19, 1999, the Company had approximately 450 shareholders
of record. The Company has never declared or paid any dividends on its Common   
Stock. The Company currently intends to retain any earnings for use in its      
business and therefore does not anticipate paying any dividends in the near     
future.                                                                         

ITEM 2.  LEGAL PROCEEDINGS                                                      

On October 22, 1996, Aicello North America, Inc., a Canadian  
corporation ("ANA"), filed suit against the Company in the United States        
District Court for the Western District of Washington, alleging infringement    
by the Company of U.S. Patent No. 5,427,890 (the "890 patent"). Later, ANA      
added U.S. Patent No. 5,629,132 (the "132 patent") to the lawsuit. The 890      
patent and the 132 patent had been assigned to Aicello Chemical Co. Ltd. of     
Japan ("ACLJ") on October 22, 1996 and were licensed to ANA shortly before      
filing of the present infringement action. At Chromaline's request, ACLJ was    
joined to the suit.                                                             

    The subject of the patents and the allegedly infringing Chromaline
products are three-layer photosensitive films used to engrave patterns or       
designs into hard surfaces such as metal, glass, stone and wood. The Company    
believes that:                                                                  

1.  The 890 and 132 patents are invalid.                              
2.  The 890 and 132 patents are unenforceable.                        
3.  The 890 and 132 patents are not being infringed by Chromaline.    

     The Company and ANA attempted to settle the suit with two mediation
sessions that did not result in a settlement. Following these mediations,       
Chromaline requested in August 1998 that the U.S. Patent and Trademark Office   
("USPTO") reexamine the 890 patent and the 132 patent. This request was granted 
as to both patents in November 1998 and the lawsuit was stayed pending this     
review. The reexamination process will require approximately twelve to eighteen 
months to complete. A favorable ruling by the USPTO may result in the dismissal 

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of the case. In its initial action, the USPTO released documents showing that   
all claims for both patents "are rejected." These documents also state that ANA 
and ACLJ must respond within 60 days.                                           

        The Company has made provisions to cover certain legal proceedings and
related costs and expenses as described in note 2 to its audited financial      
statements included herein. However, the ultimate outcome and materiality of    
these matters cannot be determined. Accordingly, no provision for any liability 
that may result therefrom has been made in the audited financial statements.    

ITEM 3.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS                          

Not applicable.                                               

ITEM 4.  RECENT SALES OF UNREGISTERED SECURITIES                                

During the past three years the Company has sold the following
securities pursuant to exemptions from registration under the Securities Act of 
1933, as amended (the "Act"). The sales referred to below were all made in      
reliance upon the exemptions from registration provided by Rule 701 under the   
Act for securities sold pursuant to certain compensatory benefit plans and      
contracts relating to compensation, and related state securities laws. All      
shares were issued directly by the Company, no underwriters were involved, and  
no discount, commission or transaction-related remuneration was paid.           

         1.     On February 18, 1997, the Company granted options to purchase an
          aggregate of 3,750 shares of the Company's Common Stock at
     $5.6667 per share to four of the Company's employees.

       2.     On June 15, 1998, the Company granted an option to purchase an
          aggregate of 3,000 shares of the Company's Common Stock at
        $8.625 per share to an executive officer of the Company.

       3.     On July 13, 1998, the Company granted an option to purchase an
           aggregate of 20,526 shares of the Company's Common Stock at
       $9.50 per share to an executive officer of the Company.

       4.     On August 19, 1998, the Company granted options to purchase an
          aggregate of 9,000 shares of the Company's Common Stock at
      $10.125 per share to three of the Company's directors.

ITEM 5.  INDEMNIFICATION OF DIRECTORS AND OFFICERS                              

         Under Article V, Sections 1 and 2 of the Company's By-Laws, as amended,
and Article VIII, Section 8.5 of the Company's Restated Articles of             
Incorporation, as amended, the Company indemnifies its directors and officers   
and advances litigation expenses to the fullest extent required or permitted by 
Minnesota Statutes Section 302A.521. This indemnification is subject to the     
requirement in the case of legal judgments, that the individual seeking         
indemnification is not finally adjudged to have been guilty of willful          
misconduct detrimental to the best interests of the Company. Section 302A.521   
requires the Company to indemnify a person made or threatened to be made a party
to a proceeding, by reason of the former or present official capacity of the    
person with respect to the Company, against judgments, penalties, fines,        
including without limitation, excise taxes assessed against the person with     
respect to an employee benefit plan, settlements, and reasonable expenses,      
including attorneys' fees and disbursements, if, with respect to the acts or    
omissions of the person complained of in the proceeding, such person (1) has not
been indemnified by another organization or employee benefit plan for the same  
judgments, penalties, fines, including without limitation, excise taxes assessed
against the person with respect to an employee benefit plan, settlements, and   
reasonable expenses, including attorneys' fees and disbursements, incurred by   
the person in connection with the proceeding with respect to the same acts or   
omissions; (2) acted in good faith; (3) received no improper personal benefit,  
and statutory procedure has been followed in the case of any conflict of        
interest by a director; (4) in the case of a criminal proceeding, had no        
reasonable cause to believe the conduct was unlawful; and (5) in the case of    
acts or omissions occurring in the person's performance in the official capacity
of director or, for a person not a director, in the official capacity of        
officer, committee member, employee or agent, reasonably believed that the      
conduct was in the best interests of the Company, or in the case of performance 
by a director, officer, employee or agent of the Company as a director, officer,
partner, trustee, employee or agent of                                          

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another organization or employee benefit plan, reasonably believed that the     
conduct was not opposed to the best interests of the Company. In addition,      
Section 302A.521, subd. 3, requires payment by the Company upon written         
request, of reasonable expenses in advance of final disposition in certain      
instances.                                                                      

    The Restated Articles of Incorporation of the Company, as amended,
eliminate the personal liability of a director to the Company or its            
shareholders for monetary damages for breach of fiduciary duty as a director,   
except under certain circumstances involving any breach of the director's duty  
of loyalty to the Company or its shareholders, acts or omissions not in good    
faith or that involve intentional misconduct or a knowing violation of law, or  
for any unlawful acts under Sections 302A.559 or 80A.23 of Minnesota Statutes.  

PART F/S

INDEX TO AUDITED FINANCIAL STATEMENTS                                           

                                                                [Download Table]

                                                                       Page Number
                                                                       -----------
                                                                                  
Independent Auditors' Report                                               16     
Balance Sheets as of December 31, 1998 and 1997                            17     
Statements of Earnings for the Years Ended December 31, 1998 and 1997      18     
Statements of Stockholders' Equity for the Years Ended                            
    December 31, 1998 and 1997                                             19     
Statements of Cash Flows for the Years Ended                                      
    December 31, 1998 and 1997                                             20     
Notes to Financial Statements                                              21     

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INDEPENDENT AUDITORS' REPORT                                                    

Stockholders and Board of Directors                                             
The Chromaline Corporation                                                      

We have audited the accompanying balance sheets of The Chromaline Corporation   
(the Company) as of December 31, 1998 and 1997 and the related statements of    
earnings, 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 audits.                                                                     

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

In our opinion, the financial statements referred to above present fairly, in   
all material respects, the financial position of The Chromaline Corporation as  
of December 31, 1998 and 1997 and the results of its operations and its cash    
flows for the years then ended, in conformity with generally accepted accounting
principles.                                                                     

/s/ Deloitte & Touche LLP                                                       

January 15, 1999                                                                
Minneapolis, Minnesota                                                          

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BALANCE SHEETS                                                                  
DECEMBER 31, 1998 AND 1997                                                      
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                                                               1998        1997    
                                                                                                   
ASSETS                                                                                             

Current Assets:                                                                                    

   Cash and cash equivalents                                               $   274,757  $   732,381
   Trade receivables, less allowance for doubtful accounts of $14,400 and                          
     $14,700, respectively                                                   1,128,568    1,201,146
   Trade receivable from related party                                         271,443      235,116
   Inventories                                                               1,255,192      966,458
   Prepaid expenses and other assets                                            97,409       41,338
   Marketable securities                                                       508,445             
   Income tax refund receivable                                                 61,801             
   Deferred taxes (Note 3)                                                      54,000      128,000
                                                                           -----------  -----------
           Total current assets                                              3,651,615    3,304,439

PROPERTY, PLANT, AND EQUIPMENT, at cost:                                                           

   Land and building                                                         1,171,560    1,045,560
   Machinery and equipment                                                   1,991,566    1,856,700
   Office equipment                                                            516,935      463,350
   Vehicles                                                                    199,335      165,678
                                                                           -----------  -----------
                                                                             3,879,396    3,531,288
   Less accumulated depreciation                                             2,455,816    2,109,752
                                                                           -----------  -----------
                                                                             1,423,580    1,421,536

PATENTS, net of amortization of $5,752                                         103,715             

OTHER                                                                           38,733       38,733

DEFERRED TAXES (Note 3)                                                         43,000       17,000
                                                                           -----------  -----------

                                                                           $ 5,260,643  $ 4,781,708
                                                                           -----------  -----------
                                                                           -----------  -----------

LIABILITIES AND STOCKHOLDERS' EQUITY                                                               

CURRENT LIABILITIES:                                                                               

   Note payable, bank                                                                   $    21,897
   Accounts payable                                                        $   207,813      228,808
   Accrued expenses                                                            129,673      281,752
   Accrued legal costs (Note 2)                                                 63,324      250,000
   Income taxes payable                                                                     106,109
                                                                           -----------  -----------
           Total current liabilities                                           400,810      888,566

CONTINGENCIES (Note 2)                                                                             

STOCKHOLDERS' EQUITY:                                                                              

   Preferred stock, par value $.10 per share; authorized 250,000 shares;                           
     issued none                                                                                   
   Common stock, par value $.10 per share; authorized 4,750,000 shares;                            
     issued and outstanding 1,178,311 and 1,161,061 shares, respectively       117,831      116,107
   Additional paid-in capital                                                  408,225      323,789
   Retained earnings                                                         4,333,777    3,453,246
                                                                           -----------  -----------
         Total stockholders' equity                                          4,859,833    3,893,142
                                                                           -----------  -----------
                                                                           $ 5,260,643  $ 4,781,708
                                                                           -----------  -----------
                                                                           -----------  -----------

See notes to financial statements.                                              

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STATEMENTS OF EARNINGS                                                          
YEARS ENDED DECEMBER 31, 1998 AND 1997                                          
--------------------------------------------------------------------------------

                                                                [Download Table]

                                               1998            1997   
                                                                      

SALES                                    $   9,289,328  $    8,899,849

COSTS AND EXPENSES:                                                   
   Cost of goods sold                        4,193,050       4,178,797
   Selling, general, and administrative      3,072,636       2,672,986
   Research and development                    679,734         603,521
   Patent litigation costs (Note 2)                            445,000
                                         -------------  --------------
                                             7,945,420       7,900,304

INCOME FROM OPERATIONS                       1,343,908         999,545

INTEREST INCOME, NET                            28,623           9,830
                                         -------------  --------------

INCOME BEFORE INCOME TAXES                   1,372,531       1,009,375

FEDERAL AND STATE INCOME TAXES (Note 3)        492,000         371,000
                                         -------------  --------------

NET INCOME                               $     880,531  $    638,375  
                                         -------------  --------------
                                         -------------  --------------
BASIC EARNINGS PER COMMON SHARE          $        0.75  $        0.55 
                                         -------------  --------------
                                         -------------  --------------

DILUTED EARNINGS PER COMMON SHARE        $        0.75  $        0.54 
                                         -------------  --------------
                                         -------------  --------------

WEIGHTED AVERAGE NUMBER OF COMMON                                     
   SHARES OUTSTANDING                        1,169,689       1,160,297
                                         -------------  --------------
                                         -------------  --------------

WEIGHTED AVERAGE NUMBER OF COMMON AND                                 
   COMMON EQUIVALENT SHARES OUTSTANDING      1,178,613       1,178,730
                                         -------------  --------------
                                         -------------  --------------

See notes to financial statements.                                              

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STATEMENTS OF STOCKHOLDERS' EQUITY                                              

                                                        [Enlarge/Download Table]

                                                               ADDITIONAL                             
                                                     COMMON      PAID-IN      RETAINED       TOTAL    
                                                      STOCK      CAPITAL      EARNINGS      EQUITY    
                                                                                                      
BALANCE AT DECEMBER 31, 1996                       $  116,007  $   319,849  $  2,814,871  $  3,250,727
   Net income                                                                    638,375       638,375
   Issuance of 1,000 shares of common stock                                                           
     upon exercise of options                             100        3,940                       4,040
                                                   ----------  -----------  ------------  ------------

BALANCE AT DECEMBER 31, 1997                          116,107      323,789     3,453,246     3,893,142
   Net income                                                                    880,531       880,531
   Issuance of 12,000 shares of common stock                                                          
     upon exercise of options                           1,724       70,420                      72,144
   Tax benefit resulting from exercise of options                   14,016                      14,016
                                                   ----------  -----------  ------------  ------------

BALANCE AT DECEMBER 31, 1998                       $  117,831  $   408,225  $  4,333,777  $  4,859,833
                                                   ----------  -----------  ------------  ------------
                                                   ----------  -----------  ------------  ------------

See notes to financial statements.                                              

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STATEMENTS OF CASH FLOWS                                                        
YEARS ENDED DECEMBER 31, 1998 AND 1997                                          
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                                                      1998             1997    
                                                                                               
CASH FLOWS FROM OPERATING ACTIVITIES:                                                          
   Net income                                                   $     880,531   $      638,375 
   Adjustments to reconcile net income to net cash provided by                                 
       operating activities:                                                                   
     Depreciation and amortization                                    389,626          329,878 
     Loss on disposal of assets                                        11,452            5,079 
     Deferred income taxes                                             48,000         (100,000)
     Changes in working capital components:                                                    
       Decrease (increase) in:                                                                 
         Trade receivables                                             36,251          (83,638)
         Prepaid expenses and other assets                            (56,071)          54,347 
         Inventories                                                 (288,734)          75,860 
         Income taxes refund receivable                               (47,785)                 
       (Decrease) increase in:                                                                 
         Accounts payable                                             (20,995)        (147,438)
         Accrued expenses                                            (152,079)         250,000 
         Accrued legal costs                                         (186,676)          14,568 
         Income taxes payable                                        (106,109)          80,109 
                                                                --------------  -------------- 
           Net cash provided by operating activities                  507,411        1,117,140 

CASH FLOWS FROM INVESTING ACTIVITIES:                                                          
   Purchase of property and equipment                                (399,209)        (445,502)
   Proceeds on sale of property and equipment                           1,839           24,556 
   Purchases of marketable securities                                (909,429)                 
   Proceeds from sale of marketable securities                        400,984                  
   Purchase of patents                                               (109,467)                 
                                                                -------------   -------------- 
           Net cash used in investing activities                   (1,015,282)        (420,946)

CASH FLOWS FROM FINANCING ACTIVITIES:                                                          
   Payments on note payable                                           (21,897)         (37,818)
   Proceeds from exercise of stock options                             72,144            4,040 
                                                                -------------   -------------- 
           Net cash provided by (used in) financing activities         50,247          (33,778)
                                                                -------------   -------------- 

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                 (457,624)         662,416 

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                      732,381           69,965 
                                                                -------------   -------------- 

CASH AND CASH EQUIVALENTS AT END OF PERIOD                      $     274,757   $      732,381 
                                                                -------------   -------------- 
                                                                -------------   -------------- 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                                             

   Cash payments for interest                                   $          55   $        3,224 
                                                                -------------   -------------- 
                                                                -------------   -------------- 
   Cash payments for income taxes                               $     598,000   $      390,000 
                                                                -------------   -------------- 
                                                                -------------   -------------- 

See notes to financial statements.                                              

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NOTES TO FINANCIAL STATEMENTS                                                   
YEARS ENDED DECEMBER 31, 1998 AND 1997                                          
--------------------------------------------------------------------------------
1.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                              

  DESCRIPTION OF BUSINESS - The Chromaline Corporation (the Company)
        develops and manufactures high-quality photochemical imaging systems for
      sale primarily to a wide range of printers and decorators of surfaces.
  Customers' applications include textiles, billboards, electronics,
glassware, fine china, and many other industrial and commercial 
       applications. The Company's principal markets are throughout the United
        States. In addition, the Company sells to Western Europe, Latin America,
     Asia, and other parts of the world. The Company extends credit to its
      customers, all on an unsecured basis, on terms that it establishes for
individual customers.                                           

  Fifty-one percent and 44%, respectively, of the Company's accounts
        receivable at December 31, 1998 and 1997 are due from foreign customers.
The foreign receivables are composed primarily of open credit   
        arrangements with terms ranging from 45 to 90 days. No receivable from a
      single unrelated customer exceeded 10% of total accounts receivable at
       December 31, 1998 and 1997. No single customer represented greater than
10% of total revenue.                                           

   A summary of the Company's significant accounting policies follows:

        CASH AND CASH EQUIVALENTS - The Company considers all highly liquid debt
        instruments purchased with a maturity of three months or less to be cash
    equivalents. Cash equivalents consist of money market funds in which
      carrying value approximates market value because of the short maturity
of these instruments.                                           

   INVENTORIES - Inventories are stated at the lower of cost (last-in,
     first-out) or market. If the first-in, first-out cost method had been
     used, inventories would have been approximately $138,000 and $163,000
 higher than reported at December 31, 1998 and 1997, respectively.

       DEPRECIATION - Depreciation of property and equipment is computed using
   the straight-line method over the following estimated useful lives:

                                                                [Download Table]

                                           YEARS
                                                
Building                                    25  
Machinery and equipment                      5  
Office equipment                             5  
Vehicles                                     3  

     IMPAIRMENT OF LONG-LIVED ASSETS - Management periodically reviews the
        carrying value of long-term assets for potential impairment by comparing
       the carrying value of these assets to the estimated undiscounted future
      cash flows expected to result from the use of these assets. Should the
   sum of the related, expected future net cash flows be less than the
        carrying value, an impairment loss would be measured. An impairment loss
        would be measured by the amount by which the carrying value of the asset
    exceeds the fair value of the asset with fair value being determined
       using discounted cash flows. To date, management has determined that no
impairment of these assets exists.                              

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PATENTS - The Company purchased a patent in 1998 for $109,467.  
     Amortization of the patent is computed using the straight-line method
over its remaining estimated useful life of 13 years.           

     REVENUE RECOGNITION - The Company recognizes revenue on products when
title passes, which is usually upon shipment.                   

 INCOME TAXES - Deferred income taxes are provided on an asset and
      liability method. Deferred tax assets and liabilities are adjusted for
     the effects of changes in tax laws and rate on the date of enactment.

      EARNINGS PER COMMON SHARE (EPS) - Basic EPS is calculated using income
   available to common shareholders divided by the weighted average of
    common shares outstanding during the year. Diluted EPS is similar to
      Basic except that the weighted average of common shares outstanding is
      increased to include the number of additional common shares that would
      have been outstanding if the dilutive potential common shares, such as
options, had been issued.                                       

Shares used in the calculation of diluted earnings per share are
summarized below:                                               

                                                                [Download Table]

                                                            1998         1997   
                                                                                
Weighted Average Common Shares Outstanding               1,169,689     1,160,297
Dilutive Effect of Stock Options                             8,924        18,433
                                                      ------------  ------------
Weighted Average Common and Common Equivalent Shares                            
  Outstanding                                            1,178,613     1,178,730
                                                      ------------  ------------
                                                      ------------  ------------

 USE OF ESTIMATES - The preparation of the financial statements in
 conformity with generally accepted accounting principles requires
     management to make estimates and assumptions that affect the reported
     amounts of assets and liabilities and disclosure of contingent assets
        and liabilities at the date of the financial statements and the reported
    amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.                      

  MARKETABLE SECURITIES - Marketable securities consist primarily of
        investments in municipal revenue bonds with maturities of three years or
     less. Marketable securities are recorded at market which approximates
cost.                                                           

        STOCK OPTIONS - As described in Note 6, the Company has adopted only the
      disclosure requirements of Statement of Financial Accounting Standards
      (SFAS) No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION. Stock options
   granted to employees and board members continue to be accounted for
under Accounting Principles Board Opinion No. 25.               

        FOREIGN OPERATIONS - The Company markets in Europe, Latin America, Asia,
       and other parts of the world. Foreign sales approximated 32% and 29% of
total sales in 1998 and 1997, respectively.                     

      In December 1996, the Company purchased a 19.5% interest in Chromaline
        Europe, S.A., a French corporation. On January 2, 1997, the Company sold
        the assets of the French representative office to Chromaline Europe, S.A
      for an amount which approximated cost. In 1998 and 1997, less than 10%
of total sales were made through Chromaline Europe, S.A.        

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        NOTE PAYABLE, BANK - The Company has a bank line of credit that provides
       for working capital financing. This line of credit is subject to annual
      renewal, is collateralized by trade receivables, and bears interest at
   2.5 percentage points over 30-day LIBOR. The outstanding balance at
December 31, 1998 and 1997 was $0 and $21,897, respectively.    

  RECLASSIFICATION - Certain reclassifications were made to the 1997
financial statements to conform to the 1998 presentation. These 
        reclassifications had no impact on net income or stockholders' equity as
previously reported.                                            

ACCOUNTING PRONOUNCEMENT - In June 1997, the Financial Accounting 
  Standards Board issued SFAS No. 131, DISCLOSURE ABOUT SEGMENTS OF AN
ENTERPRISE AND RELATED INFORMATION, which changes the way public  
  companies report information about operating segments. SFAS No. 131,
which is based on the management approach to segment reporting,   
       establishes requirements to report selected segment information quarterly
     and to report entitywide disclosures about products and services, major
    customers, and material countries in which the entity holds assets and
  reports revenue. The Company adopted SFAS No. 131 as of December 31,
1998. The Company operates within a single operating segment.     

2.      CONTINGENCIES                                                           

The Company is a defendant in a claim filed in the United States
       District Court, Western District of Washington at Seattle, in which the
     claimant alleges that certain of the Company's products infringe on a
  U.S. patent owned by the claimant. The Company has filed an answer
     denying infringement and further believes the claimant's patent to be
      invalid, and to have been procured through inequitable conduct. During
   1997, the Company incurred $445,000 of legal costs for this matter,
       including a $250,000 accrual at December 31, 1997 to cover future legal
costs.                                                          

        During 1998, the lawsuit was stayed after Chromaline filed a Request for
     Reexamination with the United States Patent and Trademark Office with
        respect to the patents involved in the suit. The request was granted and
the reexamination is presently ongoing. The reexamination is not
      expected to be completed for 12 to 18 months. During 1998, the Company
        paid approximately $187,000 in legal and related costs in the defense of
       this matter. Such payments were applied against the accrual established
       at December 31, 1997. At December 31, 1998, the Company had a remaining
   accrual of $63,000 for expected future legal costs relating to this
matter.                                                         

3.      INCOME TAXES                                                            

 Income tax expense for the years ended December 31, 1998 and 1997
consists of the following:                                      

                                                                [Download Table]

               1998        1997     
                                    
Current:                            
  Federal  $   399,000  $   427,000 
  State         45,000       44,000 
           -----------  ----------- 
               444,000      471,000 
Deferred        48,000     (100,000)
           -----------  ----------- 
           $   492,000  $   371,000 
           -----------  ----------- 
           -----------  ----------- 

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      The expected provision for income taxes, computed by applying the U.S.
       federal income tax rate of 35% to income before taxes, is reconciled to
income tax expense as follows:                                  

                                                                [Download Table]

                                                                       
                                                 1998         1997     
Expected provision for federal income taxes  $   465,000   $   346,000 
State income taxes                                30,000        44,000 
Research tax credits                                           (21,000)
Foreign sales corporation                        (17,000)      (12,000)
Meals and entertainment                           10,000         8,000 
Other                                              4,000         6,000 
                                             -----------   ----------- 
                                             $   492,000   $   371,000 
                                             -----------   ----------- 
                                             -----------   ----------- 

      Deferred tax assets consist of the following as of December 31, 1998
and 1997:                                                                       

                                                                [Download Table]

                                       1998         1997   
                                                           
Property and equipment           $    43,000   $    25,000 
Accrued vacation                      13,000        14,000 
Inventory                             10,000         9,000 
Allowance for doubtful accounts        5,000         6,000 
Allowance for sales returns           10,000         6,000 
Accrued legal costs                   23,000        95,000 
Other                                 (7,000)      (10,000)
                                 -----------   ----------- 
                                 $    97,000   $   145,000 
                                 -----------   ----------- 
                                 -----------   ----------- 

4.     PENSION PLAN                                                             

The Company has a defined contribution pension plan which covers
     substantially all of its employees. The Company contributes an amount
       equal to 5% of a covered employee's compensation. Total pension expense
for the years ended December 31, 1998 and 1997 was approximately
$115,000 and $112,000, respectively.                            

5.      GEOGRAPHIC INFORMATION                                                  

        The Company manages its business on the basis of one reportable segment.
   See Note 1 for a brief description of the Company's business. As of
    December 31, 1998, the Company had operations established in various
     countries throughout the world. The Company is exposed to the risk of
 changes in social, political, and economic conditions inherent in
       foreign operations and the Company's results of operations are affected
        by fluctuations in foreign currency exchange rates. In no single country
       did operations account for more than 10% of the Company's net sales for
        1998 and 1997. Net sales by geographic area are presented by attributing
       revenues from external customers on the basis of where the products are
sold.                                                           

                                                                [Download Table]

                                    1998            1997    
                                                            
Net sales by geographic area:                               
   United States               $    6,316,743  $   6,318,893
   International                    2,972,585      2,580,956
                               --------------  -------------
                               $    9,289,328  $   8,899,849
                               --------------  -------------
                               --------------  -------------

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6.      STOCK OPTIONS                                                           

        During 1995, the Company adopted a stock incentive plan for the issuance
      of up to 35,000 shares of common stock. In 1997, the Company increased
    the number of shares reserved for issuance under this plan to 70,000
  shares. The plan provides for granting eligible participants stock
  options or other stock awards, as described by the plan, at option
      prices ranging from 85% to 110% of fair market value at date of grant.
    Options granted expire up to ten years after the date of grant. Such
options become exercisable over a three-year period.            

     The Company has adopted the disclosure provisions of SFAS No. 123 and
       has continued to apply APB Opinion No. 25 and related interpretation in
   accounting for its plan. Accordingly, no compensation cost has been
recognized for its plan. Had compensation cost for the Company's
      stock-based compensation plans been determined based on the fair value
     at the grant dates as calculated in accordance with SFAS No. 123, the
        Company's net income and earnings per share for the years ended December
  31, 1998 and 1997 would have been reduced to the pro forma amounts
indicated below:                                                

                                                                [Download Table]

                                    1998        1997    
                                                        
Net income:                                             
 As reported                     $  880,531  $   638,375
 Pro forma                          838,723      601,774

Net income per share (basic):                           
 As reported                           0.75         0.55
 Pro forma                             0.72         0.52

Net income per share (diluted):                         
 As reported                           0.75         0.54
 Pro forma                             0.71         0.51

     The fair value of each option grant is estimated on the date of grant
using the Black-Scholes option-pricing model with the following 
       weighted-average assumptions used for grants in 1998 and 1997: dividend
        yields of 0.0%, expected volatility of 52.2% and 55.0% in 1998 and 1997,
      respectively, an expected risk-free interest rate of 5.5%, and average
expected lives of 7 years. Based upon these assumptions, the    
        weighted-average fair value at grant date of options granted during 1998
and 1997 was $5.76 and $3.69, respectively.                     

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A summary of the status of the Company's stock option plan as of
       December 31, 1998 and 1997 and changes during the years ending on those
dates is presented below:                                       

                                                        [Enlarge/Download Table]

                                               1998                         1997          
                                  ----------------------------  --------------------------
                                                    Weighted                    Weighted  
                                                     Average                     Average  
                                                    Exercise                    Exercise  
                                     Shares           Price       Shares          Price   
                                                                                          
Outstanding at beginning of year      37,250          4.37          36,000        4.06    
Granted                               32,527          9.67           3,750        5.67    
Exercised                            (17,250)         4.04          (1,000)       4.04    
Expired                               (1,500)         4.04          (1,500)       4.04    
                                   ---------                    ----------                
Outstanding at end of year            51,027          7.70          37,250        4.22    
                                   ---------                    ----------                
                                   ---------                    ----------                

The following table summarizes information about stock options  
outstanding at December 31, 1998:                                               

                                                        [Enlarge/Download Table]

                     Options Outstanding                        Options Exercisable     
               ------------------------------             ------------------------------
                   Number           Average    Weighted-      Number           Weighted-
   Range of    Outstanding at      Remaining    Average   Exercisable at        Average 
   Exercise     December 31,      Contractual  Exercise    December 31,        Exercise 
     Price          1998             Life        Price         1998              Price  
                                                                                        
$4.04 - $4.45       14,750           6.32        4.06            13,000          4.06   
5.67                 3,750           8.13        5.67             1,250          5.67   
8.63 - 10.13        32,527           9.54        9.67                                   
                 ---------                                   ----------                 
                    51,027           8.50        7.70            14,250          4.20   
                 ---------                                   ----------                 
                 ---------                                   ----------                 

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PART III

ITEM 1.  INDEX TO EXHIBITS                                                      

                                                                [Download Table]


Exhibit No.                         Exhibit Description                         
----------          ------------------------------------------------------------
                                                                                
     3.1            Restated Articles of Incorporation of the Company, as       
                    amended.                                                    

     3.2            By-Laws of the Company, as amended.                         

    10.1            The Chromaline Corporation 1995 Stock Incentive Plan, as    
                    amended.                                                    

    10.2            Separation Agreement effective as of July 13,1998 between   
                    Thomas L. Erickson and the Company.                         

    10.3            Consulting Agreement dated July 22, 1998 between Thomas L.  
                    Erickson and the Company.                                   

    10.4            Agreement regarding Non-Disclosure of Confidential          
                    Information and Non-Competition dated July 22, 1998 between 
                    Thomas L. Erickson and the Company.                         

    10.5            Revolving Credit Agreement dated April 30, 1998 between the 
                    Company and M&I Bank.                                       

    27              Financial Data Schedule.                                    


ITEM 2.  DESCRIPTION OF EXHIBITS                                                

Not applicable.                                               

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SIGNATURES

                In accordance with 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.                    

                    THE CHROMALINE CORPORATION

Dated:  April 7, 1999                By  /s/ Philip J. Hourican                 
                                       -----------------------------------------
                Philip J. Hourican
                                   President and Chief Executive Officer

                  By  /s/ Jeffery A. Laabs
                                       -----------------------------------------
              Jeffery A. Laabs
                                    Vice President of Finance, Controller,
                     Treasurer and Secretary

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                               INDEX TO EXHIBITS

                                                        [Enlarge/Download Table]

                                                                                                 Method       
Exhibit                     Description                                                         of Filing     
------                      -----------                                                         ---------     
                                                                                                              
   3.1   Restated Articles of Incorporation of the Company, as amended....................Filed Electronically

   3.2   By-Laws of the Company, as amended...............................................Filed Electronically

  10.1   The Chromaline Corporation 1995 Stock Incentive Plan, as amended.................Filed Electronically

  10.2   Separation  Agreement effective as of July 13,1998  between Thomas L.  Erickson                      
         and the Company..................................................................Filed Electronically

  10.3   Consulting  Agreement dated July 22, 1998 between  Thomas L.  Erickson and the                       
         Company..........................................................................Filed Electronically

  10.4   Agreement regarding Non-Disclosure of Confidential Information                                       
         and Non-Competition dated July 22, 1998 between Thomas L. Erickson                                   
         and the Company..................................................................Filed Electronically

  10.5   Revolving Credit Agreement dated April 30, 1998 between the Company and M&I Bank.Filed Electronically

  27     Financial Data Schedule..........................................................Filed Electronically

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10SB12G’ Filing		Date		First		Last			Other Filings
		12/31/02		11					10KSB
		12/31/99		11		13			10KSB
Filed on:		4/7/99		28
		4/6/99		13
		3/19/99		4		13
		1/15/99		16
		1/1/99		6
		12/31/98		4		26
		8/19/98		14
		7/22/98		11		27
		7/13/98		9		14
		7/12/98		7		11
		6/15/98		14
		4/30/98		27		29
		12/31/97		4		26
		2/18/97		14
		1/2/97		22
		12/31/96		9		19
		10/22/96		13
									List all Filings

3 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/03/21  Terawulf Inc.                     10-K       12/31/20   58:4.1M                                   RDG Filings/FA
11/12/20  Terawulf Inc.                     10-Q        9/30/20   40:3.1M                                   RDG Filings/FA
 8/12/20  Terawulf Inc.                     10-Q        6/30/20   40:3M                                     RDG Filings/FA