Transnet Corp · 10-K · For 6/30/95

Filed On 10/13/95   ·   SEC File 0-08693   ·   Accession Number 913906-95-5

This Filing was Corrected by the SEC on 10/23/95.

Annual Report   ·   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         28±   125K 
 2: EX-27       Financial Data Schedule                                1      7K 

10-K   ·   Annual Report
Document Table of Contents

Sponsored Ads...

SECURITIES AND EXCHANGE COMMISSION                                              
Washington, D. C.  20549                                                        

FORM 10-K                                                                       

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

For the fiscal year ended     June 30, 1995                                     
[   ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE             
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)                               

For the Transition period from               to                                 

Commission File Number   0-8693                                                 

TransNet Corporation                                        
(Exact name of registrant as specified in its charter)                          

Delaware                                      22-1892295              
(State of other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                         Number)                  

45 Columbia Road, Branchburg, New Jersey          08876-3576                    
(Address of principal executive offices)               (Zip Code)               

Registrant's telephone number, including area code 908-253-0500                 

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

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

Common Stock, $.01 par value                                                    

Indicated by check mark whether the registrant [1] has filed all reports        
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of   
1934 during the preceding 12 months (or for such shorter period that the        
registrant was required to file such reports), and [2] has been subject to such 
filing requirements for the past ninety days.                                   
  YES  X    NO

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405  
of Regulation S-K is not contained herein, and will not be contained, to the    
best of registrant's knowledge, in definitive proxy or information statements   
incorporated by reference in Part III of this From 10-K or in any amendment to  
this Form 10-K.                                                                 
[    ]              

The aggregate market value of the registrant's common stock held by             
non-affiliates of the registrant was approximately $23,835,498 on               
September 29, 1995 based upon the closing sales price on the NASDAQ System as of
said date.                                                                      
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)                                      

The number of shares of the registrant's common stock outstanding on            
September 29, 1995 was 5,216,804 shares (exclusive of Treasury shares).         

PART I                                                                          

ITEM 1.  BUSINESS                                                               

    TransNet Corporation ("TransNet" or the "Corporation") was incorporated in
the State of Delaware in 1969.  TransNet, a computer dealer, is engaged in the  
sale and technical support and service of local area networks and personal      
computer systems and peripheral equipment, software, and supplies.  The sale of 
products and the promotion of technical services, the primary focus of the      
Corporation,  are conducted through its own sales and service departments. In   
addition to its principal business activities, the Corporation operates one     
retail computer store. As used herein, the term "Corporation" shall refer to    
TransNet and where the context requires, shall include TransNet and its         
subsidiary.                                                                     

Description of Business                                                         

     Products, Sources, and Markets:  The sale of computer and related equipment
for local area networks ("LAN's") and personal computers ("PC's") accounted for 
the significant portion of the Corporation's revenues.  The principal markets   
for the Corporation's products are commercial, governmental, educational, and   
individual customers.  These markets are reached by direct sales conducted      
through the corporate sales department based in Branchburg, New Jersey.  The    
retail market, which is primarily comprised of small businesses, individual     
customers, and educational users, is reached through the TransNet Computer Store
located in Lebanon, New Jersey.                                                 

   The Corporation is selective in choosing the products that it markets and
its product mix is geared primarily to the requirements of its business         
customers.  The products sold by the Corporation include business and personal  
desktop computer systems manufactured by International Business Machines        
("IBM"), Apple Computer, Inc. ("Apple"), Compaq Computer Corporation ("Compaq"),
NEC Technologies, Inc. ("NEC"), AST Research ("AST"), Hewlett Packard Company   
("Hewlett Packard"), Sun Microsystems, Inc. ("Sun") and Toshiba American        
Information Systems, Inc. ("Toshiba"); related peripheral products such as      
network products of Compaq, Novell, Inc. ("Novell"), and Banyan Systems, Inc.   
("Banyan"); selected software products;  wireless communication products; and   
supplies produced by other manufacturers.  The Corporation does not manufacture 
or produce any of the items it markets.                                         

   The Corporation is currently an authorized dealer for Apple, AST, Compaq,
Hewlett Packard, IBM, NEC, Sun Microsystems, and Toshiba, Lotus Development     
Corporation ("Lotus"), Microsoft Corporation ("Microsoft"), Banyan Systems, Inc.
("Banyan"), Novell,  and 3COM.  The Corporation recently received dealer        
authorization as an Airdata solutions provider for AT&T wireless services.  In  
addition, the Corporation offers a variety of products manufactured by other    
companies including Okidata, and Hayes Microcomputer Products, Inc.             
Occasionally, the Corporation will order specific products to satisfy a         
particular customer requirement.  The Corporation evaluates its product line and
new products internally and through discussions with its vendors and customers. 

 Software sold by the Corporation includes software designed for general
business applications as well as specialized applications such as research,     
pharmaceuticals, and education; software for desktop publishing; integrated     
packages; and entertainment software, such as video games.                      

The Corporation maintains an inventory of its product line to provide 
shipments to customers.  Back orders are insignificant.  Shipments are made from
the Corporation's warehouse in Branchburg, New Jersey primarily through common  
carriers.                                                                       

Customers of the retail store take delivery upon purchase.            

  The marketing of computers is generally not seasonal in nature, although
retail sales may increase in the Christmas holiday season.                      

    Technical Support and Service:  The Corporation provides a wide variety of
network services, personal computer support, repair and standard equipment      
maintenance.  These services include LAN and PC hardware support, systems       
integration services, help desk services, asset management, relocation services,
and installation or installation coordination.  The Corporation's staff of      
specially trained system engineers and service technicians provide on-site or   
on-call support for file servers, personal computers, laptop computers, printer 
and other peripheral equipment.  The Corporation employs experienced technicians
to whom it provides authorized manufacturer training on an on-going basis.      
TransNet is an authorized service dealer for the following manufacturers: Apple,
AST, Banyan, Compaq, Dell, Epson, Hewlett Packard, IBM, NEC, Novell, and Sun.   

  In addition to the above-referenced services, the Corporation's in-house
technical staff performs system configurations to customize computers to the    
customers' specifications.  The Corporation also provides authorized warranty   
service on the equipment it sells.                                              

The Corporation's technical services are available to business and    
individual customers located within 100 miles of the Corporation's Branchburg,  
New Jersey office.  Through a variety of alternatives, the Corporation offers   
repair or maintenance service at the customer site or on the Corporation's      
premises.  Maintenance and service contracts are offered to maintain and/or     
repair computer hardware.  Technical support and service contracts are offered  
on an annual basis and are available for a variety of services related to       
products marketed by the Corporation.  In connection with its "TechNet" program,
pursuant to which the Corporation assigns service personnel to the customer's   
location on a full-time basis, the Corporation has entered into individual      
agreements with several large corporate customers to provide support and repair 
and maintenance services.  These agreements usually are for terms of one or two 
years and contain provisions allowing for termination prior to the expiration of
the agreements.  Although the agreements contain renewal terms, there is no     
assurance that the agreements will be renewed.                                  

Repair and maintenance services are also available on a "time and     
materials" basis.  The repair services usually consist of diagnosing and        
identifying malfunctions in computer hardware systems and replacing any         
defective circuit boards or modules.  The defective items are generally         
repaired by in-house bench technicians or returned to the manufacturer for      
repair or replacement.                                                          

   The Corporation also operates a "walk-in/while-you-wait" repair center at
its Lebanon, New Jersey computer store.                                         

 In addition to servicing its own customers within its service area, the
Corporation has been selected as a member of the Intelligent Systems Group      
("ISG"), a group of dealers selected from Intelligent Electronics dealers.  ISG 
members provide service to customers of other ISG members in instances in which 
a customer has locations outside the dealer's respective service areas, but     
within an ISG member's geographic area.  Through this arrangement, TransNet     
can also assure its customers quality technical service at customer locations   
nationwide.                                                                     

 Service operations are not a material source of revenues, although they
contribute to profits, as discussed in "Management's Discussion and Analysis."  

Training:  The Corporation established a Training Center at its       
headquarters, which provides training at the Center or at the customer site.    
The Corporation offers comprehensive training on hardware and software,         
including a wide variety of DOS, Windows, Macintosh and UNIX systems and network
applications, operation, and maintenance.  The Center has its own dedicated     
network and each instructor is certified to teach the classes.  The             
Corporation's Training Center is an Apple Computer authorized training center   
and is also authorized for training on all Microsoft, Lotus, Quark, FrameMaker  
and Macromind products.  The training activities of the Corporation are  not a  
significant source of revenues.                                                 

 Suppliers:  In July 1990, in order to reduce its costs for computer and
related equipment, the Corporation entered into a buying agreement with         
Connecting Point of America, Inc., a subsidiary of Intelligent Electronics, one 
of the largest computer aggregators in the United States. Intelligent           
Electronics recently reorganized its structure and the Corporation's current    
agreement is with the Intelligent Systems Group.  Under the agreement, the      
Corporation is able to purchase equipment of various manufacturers at discounts 
currently unavailable to it through other avenues.  The agreement provides that 
the Corporation may terminate the arrangement upon sixty days notice.  During   
fiscal 1995, the majority of the revenues generated by the Corporation from     
product sales were attributable to products purchased by the Corporation from   
Intelligent Electronics pursuant to the Agreement.  The balance of the          
Corporation's product sales were attributable to products purchased from a      
variety of sources on an as needed order basis. Management fully anticipates    
that Intelligent Electronics will be a major supplier during fiscal 1996.       

Customers:  The majority of the Corporation's corporate customers are 
commercial users located in the New Jersey - New York City metropolitan area.   

   During fiscal 1995 and 1994, one customer accounted for approximately 34%
and 17%, respectively of the Corporation's revenues.  Such customer accounted   
for 11% of the Corporation's revenues in fiscal 1993.  No other customer        
accounted for more than 10% of the Corporation's revenues in fiscal 1995.       

   Competition:  The sale and service of personal computer systems is highly
competitive and may be affected by rapid changes in technology and spending     
habits in both the business and institutional sectors.  The Corporation is in   
direct competition with any business which is engaged in the sale and technical 
support and service of networks, personal computers and related peripherals.    
Management believes that the increasing complexity of personal computer systems,
the use of personal computers in the workplace and the widespread utilization of
personal computer networks have created an environment in which commercial      
customers require significant levels of sophisticated support services such as  
those provided by the Corporation. Management believes that TransNet's ability  
to combine competitive pricing with sophisticated support services allows it to 
compete effectively against a wide variety of alternative microcomputer sales   
and distribution channels, including independent dealers, direct mail and       
telemarketing, superstores and direct sales by manufacturers (including some of 
its own suppliers),  and with respect to the retail sector, the Corporation     
competes with department stores and retail chains.  The Corporation competes    
with numerous larger and longer established companies possessing substantially  
greater financial resources and substantially larger administrative, technical, 
marketing and servicing staffs, facilities and equipment.                       

Technological advances occur rapidly in computer technology and new   
products are often announced prior to availability, sometimes creating demand   
exceeding manufacturers' expectations and thereby resulting in product          
shortages.  When this occurs, resulting product constraints intensify           
competition, depress revenues because customers demand the new product, and     
increase order backlogs.  In the Corporation's experience, these backlogs have  
been immaterial.                                                                

     In the past several years, there have been frequent reductions in the price
of computers. As a result, competition has increased and the Corporation lowered
its prices to remain competitive.  In addition, businesses able to purchase in  
larger volume than the Corporation have received higher discounts from          
manufacturers than the Corporation.  These factors have resulted in a lower     
profit margin on the Corporation's equipment sales.  As a result of its buying  
agreement with Intelligent Electronics, the Corporation is able to purchase     
equipment at discounts otherwise unavailable to it, enabling the Corporation to 
be more price competitive.  In a cost-effective marketing approach, the         
Corporation now targets larger customers with more diversified product needs for
its marketing efforts in order to sell a greater number and variety of products 
and services at one or a limited number of locations, thereby improving its     
gross profit margins.                                                           

    The Corporation does not believe that it is a significant factor in any of
its fields of activity.                                                         

Trademarks:  Other than the trademark of its name, TransNet holds no  
patents or trademarks.                                                          

Employees:  As of September 26, 1995, the Corporation employed 131    
full-time and one part-time employee.  None of its employees are subject to     
collective bargaining agreements.                                               

ITEM 2.  PROPERTIES                                                             

   The Corporation's executive, administrative, corporate sales offices, and
service center are located in Branchburg, New Jersey, where the Corporation     
leases a building of approximately 21,000 square feet.  This "net-net" lease,   
which currently provides for an approximately $13,700 monthly rental, expires in
February 1996, but provides the Corporation with three five-year renewal        
options.  The building is leased from W Realty, a partnership consisting of     
John J. Wilk, Chairman of the Board and Raymond J. Rekuc, a Director, at terms  
which management believes are as favorable as available from unaffiliated third 
parties.                                                                        

    The Corporation's Lebanon, New Jersey Computer Store, is located on leased
premises of approximately 5,000 square feet.  The "net-net" lease providing for 
a monthly rental of approximately $4,800 expired in February 1994.  The lease is
currently in effect on a month-to-month basis at a monthly rental of            
approximately $4,800.  The premises are leased from Annette and Mark Stanoch,   
officers of the Corporation on terms which management believes are as favorable 
as those available from unaffiliated third parties.                             

   See Note 6 of the Notes to Consolidated Financial Statements with respect
to the Corporation's commitments for leased facilities.                         

     The Corporation owns a 6.7 acre plot in Mountainside, New Jersey, which was
purchased in 1979 to construct a proposed twin building office complex.  To     
date, no construction activities have taken place and none are currently        
planned.  There can be no assurance that any construction will commence or that 
the Corporation will not attempt to sell this site without commencing           
construction.  Even if construction is undertaken, the Corporation may elect not
to move any of its operations onto the premises but may elect to rent or sell   
the developed property.  At the present time, there are no plans to commence    
construction.                                                                   

ITEM 3.  LEGAL PROCEEDINGS                                                      

   The Corporation is not currently a party to any legal proceeding which it
regards as material.                                                            

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS                      

     There were no matters submitted by the Corporation during the quarter ended
June 30, 1995 to a vote of securityholders.                                     

PART II                                                                         

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

    TransNet's common stock is quoted and traded in the NASDAQ National Market
System under the  symbol "TRNT."  The following table indicates the high and low
closing sales prices for TransNet's common stock for the periods indicated based
upon information supplied by the National Quotation Bureau Incorporated.        

Calendar Year                  Closing Sales Prices                             

High         Low

1993                                                                            
First Quarter             1 5/16        5/8                           
Second Quarter           1 13/32      1 1/8                           
Third Quarter             1 7/16          1                           
Fourth Quarter            1  1/4        7/8                           

1994                                                                            
First Quarter            2 11/16        7/8                           
Second Quarter            2 7/16    1 15/16                           
Third Quarter             2 9/16    1 11/16                           
Fourth Quarter             2 1/2      1 3/4                           

1995                                                                            
First Quarter            1 15/16     1 9/16                           
Second Quarter            3 1/16      1 3/4                           

 As of September 29, 1995, the number of holders on record of TransNet's
common stock was 3,997.  Such number of record owners was determined from the   
Company's shareholder records and does not include beneficial owners whose      
shares are held in nominee accounts with brokers, dealers, banks and clearing   
agencies.                                                                       

TransNet has not paid any dividends on its common stock since its     
inception.                                                                      

ITEM 6.                                                                         

                                                        · Enlarge/Download Table

TRANSNET CORPORATION AND SUBSIDIARY                                                    
SELECTED FINANCIAL DATA                                                                

                                           Years   ended   June 30,                    
                           1995         1994         1993        1992          1991    
                                                                                       
Revenue               $ 56,216,605 $ 40,342,165 $ 28,903,305 $ 28,791,420 $ 26,801,761 

Net Income [Loss]     $    882,466 $    393,870 $    264,644 $     80,785 $ (1,921,430)

Earnings [Loss]                                                                        
Per Share             $        .17 $        .08 $        .05 $        .02 $       (.38)

Weighted Average                                                                       
 Number of Shares        5,155,526    5,041,804    5,041,804    5,041,804    5,057,503 

Total Assets          $ 19,286,712 $ 13,289,915 $ 10,513,428 $  9,989,642 $ 11,053,685 

Long-Term                                                                              
 Obligations          $     --     $     --     $     --     $     --     $    --      

Working Capital       $  7,554,094 $  7,225,788 $  6,845,754 $  6,518,088 $  6,435,034 


ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL                     
CONDITION AND RESULTS OF OPERATIONS                         

Results of Operations                                                           

Revenues for the fiscal year ended June 30, 1995 were $56,216,605 as  
compared with $40,342,165 for the fiscal year ended June 30, 1994, and          
$28,903,305 for the fiscal year ended June 30, 1993.  Revenues for both fiscal  
1995 and 1994 increased as compared to the respective prior year, as the result 
of increased hardware sales and an increase in revenues from technical services 
(technical repair and maintenance, support, network integration, and            
outsourcing) and training services.  Service related revenues, though not a     
material source of the Corporation's revenues,  typically generate higher       
gross profit margins.  Revenues generated by service and support operations     
increased by approximately 26% in fiscal 1995 as compared to fiscal 1994, and by
approximately 40% in fiscal 1994 as compared to fiscal 1993 due to              
management's focus on the promotion of technical service and support operations 
and a number of agreements with large organizations for service and support (as 
discussed below).                                                               

For fiscal 1995, the Corporation reported net income of $882,466, as  
compared with net income of $393,870 for fiscal 1994, and $264,644 for fiscal   
1993.  In addition to reflecting increased sales volume, increased net income   
for the years ended June 30, 1995, 1994 and 1993 are attributable to increased  
service and support related revenues;  management's concentration on sales of   
network and system integration products which yield higher profit margins;  the 
Corporation's technical service and support programs;  and continued adherence  
to cost control measures.  Service related revenues are significant in their    
contributions to net income because these operations yield a higher profit      
margin than equipment sales.  Management anticipates that the technical support 
and service segments of operations will continue to expand in the future. For   
the fiscal years ended June 30, 1995 and 1994, the respective increases in      
revenues from the provision of service, support, outsourcing and network        
integration is largely the result of the Corporation entering into service      
contracts with a number of large corporate customers to provide service and     
support for their personal computers, peripherals and networks.  Most of these  
contracts are short-term, usually twelve months or less, and contain provisions 
which permit early termination.  Although the contracts generally contain       
renewal terms, there is no assurance that such renewals will occur.             

    During the fiscal years discussed, the computer industry has experienced a
trend of decreasing prices of computers and related equipment.  Management      
believes that this trend will continue.  Industrywide, the result of price      
erosion has been lower profit margins on sales, which require businesses to sell
a greater volume of equipment to maintain past earning levels.                  

   To counter these factors and to maximize the Corporation's profit margin,
management has modified its marketing strategy during these years and has       
enforced expense controls. Management's current marketing strategy is designed  
to increase sales of lower revenue/higher profit margin products related to     
service and support operations.  Management's efforts include targeting         
commercial customers who provide marketplaces for a wide range of products and  
services at one time, a cost-effective approach to sales.  Management believes  
it maximizes profits through concentration on sales of value-added applications;
promotion of the Corporation's service and support operations; and strict       
adherence to cost-cutting controls.  During fiscal 1993, management shifted its 
emphasis to the promotion of its technical service, support, outsourcing and    
network integration capabilities, and continued the aggressive pursuit of an    
increased volume of equipment sales and promotion of its training services.  In 
addition, the Corporation's buying agreement with Intelligent Systems Group, a  
subsidiary of Intelligent Electronics,  enhances the Corporation's competitive  
edge through discounts unavailable through other sources.                       

   Selling, general and administrative expenses decreased as a percentage of
revenues to slightly below 10% of revenues in fiscal 1995 from 12% in fiscal    
1994.  This decrease was reflective of the increased volume of sales and cost   
control measures.  Similarly, selling, general and administrative expenses      
during fiscal 1994 decreased as a percentage of revenues to 12% from 15% in     
fiscal 1993 due to the increase in revenues and cost control measures.          

    Interest income in fiscal 1995 increased as compared to fiscal 1994 due to
the rise in interest rates.  Interest income in fiscal 1994 decreased as        
compared to fiscal 1993 due to the decline in interest rates and lower amount of
funds invested.  Interest expense increased in 1995 over 1994 as a result of    
financing costs associated with increased inventory, which in turn is due to    
increased equipment sales.                                                      

Liquidity and Capital Resources                                                 

   There are no material commitments of the Corporation's capital resources.

The Corporation currently finances the purchases of portions of its   
inventory through floor planning arrangements under which such inventory secures
the amount outstanding.  Inventory increased in 1995 as compared to 1994 to     
accommodate the increased sales volume.  Inventory increased in 1994 as compared
to 1993.                                                                        

 Accounts receivable and payable increased for the period ended June 30,
1995 as a direct result of an increase in revenues, and in 1994 due to an       
increase in revenues during the fourth quarter.                                 

    For the fiscal year ended June 30, 1995, as in the fiscal years ended June
30, 1994 and 1993, the internal sources of the Corporation were sufficient to   
enable the Corporation to meet its obligations.                                 

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                            

INDEPENDENT AUDITOR'S REPORT              

To the Stockholders and Board of Directors of                                   
TransNet Corporation                                                  
Somerville, New Jersey                                                

 We have audited the accompanying consolidated balance sheets of
TransNet Corporation and Subsidiary as of June 30, 1995 and 1994, and the       
related consolidated statements of operations, stockholders' equity, and cash   
flows for each of the three fiscal years in the period ended June 30, 1995.     
These consolidated financial statements are the responsibility of the           
Company's management.  Our responsibility is to express an opinion on these     
consolidated 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 consolidated financial statements are    
free of material misstatement. An audit includes examining, on a test basis,    
evidence supporting the amounts and disclosures in the consolidated financial   
statements.  An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall     
consolidated financial statement presentation.  We believe that our audits      
provide a reasonable basis for our opinion.                                     

         In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
TransNet Corporation and Subsidiary as of June 30, 1995 and 1994, and the       
consolidated results of their operations and their cash flows for each of the   
three fiscal years in the period ended June 30, 1995, in conformity with        
generally accepted accounting principles.                                       

                           MORTENSON AND ASSOCIATES, P. C.
                           Certified Public Accountants.

Cranford, New Jersey                                                            
August 8, 1995                                                                  

TRANSNET CORPORATION AND SUBSIDIARY                                             
CONSOLIDATED BALANCE SHEETS                                                     

                                    June 30,
                                  1995            1994
Assets:                                                                         
Current Assets:                                                                 
Cash and Cash Equivalents             $   1,549,206    $   2,015,355        
Accounts Receivable - Net                10,201,044        6,251,090        
Inventories                               5,011,791        3,409,653        
Other Current Assets                        413,053          231,359        

Total Current Assets                     17,175,094       11,907,457        

Property and Equipment - Net                  529,096          629,512          

Other Assets                                1,582,522          752,946          

Total Assets                          $  19,286,712    $  13,289,915        

Liabilities and Stockholders' Equity:                                           
Current Liabilities:                                                            
Accounts Payable                      $   8,331,318    $   3,392,755        
Accrued Expenses                            647,843          576,587        
Deferred Income                             328,100          528,157        
Other Current Liabilities                   313,739          184,170        

Total Current Liabilities                 9,621,000        4,681,669        

Stockholders' Equity:                                                           
Capital Stock - Common, $.01 Par Value,                                     
Authorized 15,000,000 Shares;                                               
Issued 7,469,524 Shares in 1995 and                                         
7,294,524 Shares in 1994 [of which                                          
2,252,720 are in Treasury]                   74,695           72,945        

Paid-in Capital                          10,686,745       10,513,495        

Retained Earnings                         5,121,915        4,239,449        

Totals                                   15,883,355       14,825,889        
Less:  Treasury Stock - At Cost          (6,217,643)      (6,217,643)       

Total Stockholders' Equity                9,665,712        8,608,246        

Total Liabilities and                                                       
Stockholders' Equity                  $  19,286,712    $  13,289,915        

See Notes to Consolidated Financial Statements.                                 

TRANSNET CORPORATION AND SUBSIDIARY                                             
CONSOLIDATED STATEMENTS OF OPERATIONS                                           

                                       Years   ended
                                        June 30,
                                      1995          1994        1993

Revenue                                  $56,216,605  $40,342,165  $28,903,305  

Cost of Revenue                           49,762,601   34,946,537   24,227,559  

Gross Profit                             6,454,004    5,395,628    4,675,746

Selling, General and                                                            
Administrative Expenses                    5,642,915    4,969,490    4,411,670  

Provision for Doubtful Accounts               55,000       50,000       58,000  

Total                                    5,697,915    5,019,490    4,469,670

Operating Income                           756,089      376,138      206,076

Other Income [Expense]:                                                         
Interest Income                             53,775       46,975       61,980
 Interest Expense                          (117,587)     (29,243)      (3,412)

Total Other [Expense] Income - Net         (63,812)      17,732       58,568

Income Before Income Tax [Benefit]         692,277      393,870      264,644

Income Tax [Benefit]                        (190,189)       --            --    

Net Income                             $   882,466  $   393,870  $   264,644

Income Per Common Share                $       .17  $       .08  $       .05

See Notes to Consolidated Financial Statements.                                 

                                                        · Enlarge/Download Table

TRANSNET CORPORATION AND SUBSIDIARY                                                                               
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY                                                                   

                                                                                                     Total        
                         Common Stock     Paid-in   Retained     Treasury Stock         Installment  Stockholders'
                        Shares   Amount   Capital   Earnings    Shares      Amount      Receivable   Equity       
                                                                                                                  
Balance-June 30,1992  7,294,524 $72,945 $10,513,495 $3,580,935 (2,252,720) $(6,217,643) $(2,500)     $7,947,232   

  Net Income             --        --        --        264,644      --           --        --           264,644   

Balance-June 30,1993  7,294,524  72,945  10,513,495  3,845,579 (2,252,720)  (6,217,643)  (2,500)      8,211,876   

  Net Income             --        --        --        393,870      --           --        --           393,870   

  Reduction in Notes                                                                                              
  Receivable - Stock     --        --        --          --         --           --       2,500           2,500   

Balance-June 30,1994  7,294,524  72,945  10,513,495  4,239,449 (2,252,720)  (6,217,643)    --         8,608,246   

 Exercise of Options    175,000   1,750     173,250      --         --           --        --           175,000   

 Net Income              --        --        --        882,466      --           --        --           882,466   

Balance-June 30,1995  7,469,524 $74,695 $10,686,745 $5,121,915 (2,252,720) $(6,217,643) $  --        $9,665,712   


See Notes to Consolidated Financial Statements.                                 

TRANSNET CORPORATION AND SUBSIDIARY                                             
CONSOLIDATED STATEMENTS OF CASH FLOWS                                           

                             Years   ended
                            June   30,
                               1995        1994         1993

Operating Activities:                                                           
Net Income                       $   882,466  $   393,870  $   264,644      
Adjustments to Reconcile Net                                                
Income to Net Cash [Used for]                                               
Provided by Operating Activities:                                           
Depreciation and Amortization       172,612      184,272      163,303     
Loss [Gain] on Sale of Equipment      1,054        --          (1,740)    
Deferred Taxes                     (196,000)       --            --       
Provision for Doubtful Accounts      55,000        --            --       

Changes in Assets and Liabilities:                                          
[Increase] Decrease in:                                                   
Accounts Receivable            (4,004,954)  (2,187,092)    (776,978)  
Inventories                    (1,602,138)  (1,162,350)     453,395   
Other Current Assets             (181,694)      97,562      243,504   
Other Assets                     (675,448)     (53,207)     (10,093)  

Increase [Decrease] in:                                                   
Accounts Payable                                                      
and Accrued Expenses            5,009,818    1,948,071      228,971   
Other Current Liabilities         129,570       45,352       (7,023)  
Other Liabilities                (200,057)     386,694       37,194   

Total Adjustments                (1,492,237)    (740,698)     330,533     

Net Cash - Operating Activities     (609,771)    (346,828)     595,177      

Investing Activities:                                                           
Capital Expenditures                 (31,378)    (147,401)     (91,448)     
Proceeds from Sale of Equipment        --           --           3,000      

Net Cash - Investing Activities      (31,378)    (147,401)     (88,448)     

Financing Activities:                                                           
Receipt of Installment                                                      
Receivable from Officer                --           2,500        --         
Issuance of Common Stock             175,000        --           --         

Net Cash - Financing Activities      175,000        2,500        --         

Net [Decrease] Increase in Cash                                             
and Cash Equivalents               (466,149)    (491,729)     506,729     

Cash and Cash Equivalents -                                                     
 Beginning of Years          2,015,355    2,507,084    2,000,355

Cash and Cash Equivalents -                                                 
 End of Years              $ 1,549,206  $ 2,015,355  $ 2,507,084

Supplemental Disclosures of Cash Flow Information:                              
Cash paid during the years for:                                             
Interest                        $   105,000  $    47,000  $     3,400     
Income Taxes                    $     6,400  $     --     $      --       

See Notes to Consolidated Financial Statements.                                 

TRANSNET CORPORATION AND SUBSIDIARY                                             
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      

[1] General                                                                     

TransNet Corporation was incorporated in the State of Delaware in 1969.         
TransNet, a computer dealer, is engaged in the sale and service of personal     
computer systems and peripheral equipment, software, and supplies.  The sale of 
products and the promotion of technical services, the primary focus of the      
Corporation, are conducted through its own sales and service departments.  In   
addition to its principal business activities, the Corporation operates one     
retail computer store.                                                          

[2] Summary of Significant Accounting Policies                                  

Consolidation - The consolidated financial statements include the accounts of   
the Company and its wholly-owned subsidiary, Century American Corporation.      
Intercompany transactions and accounts have been eliminated in consolidation.   

Cash and Cash Equivalents - Cash equivalents are comprised of certain highly    
liquid investments with a maturity of three months or less when purchased.      

Accounts Receivable - Accounts receivable have been reduced by an allowance for 
doubtful accounts of $176,153 and $141,199 as of June 30, 1995 and 1994,        
respectively.                                                                   

Inventory - The Company's inventory is valued at the lower of cost [determined  
on the average-cost basis] or market.                                           

Property and Equipment, Depreciation and Amortization - Property and equipment  
are stated at cost.  Depreciation and amortization are computed by use of the   
straight-line method over the estimated useful lives of the various assets      
ranging from five to ten years.  Leasehold improvements are amortized over the  
shorter of the life of the lease or their estimated useful life.                

Intangible Assets - Goodwill of $259,421 resulting from a business combination  
in 1990 is being amortized over 20 years on the straight-line basis.            
Accumulated amortization amounted to $41,358 and $31,975 at June 30, 1995 and   
1994, respectively.  Other intangibles are being amortized over five to twenty  
years on a straight-line basis.  Amortization expense amounted to $41,871,      
$33,997 and $27,437 for the years ended June 30, 1995, 1994 and 1993,           
respectively.                                                                   

Earnings Per Share - Earnings per common share are based on 5,155,526 weighted  
outstanding average shares for fiscal 1995 and 5,041,804 for 1994 and 1993.     
Common stock equivalents are included if dilutive.                              

Concentrations of Credit Risk - The Company currently maintains a cash account  
of $706,640 in a financial institution which is subject to credit risk beyond   
FDIC insured limits.                                                            

The Company routinely assesses the financial strength of its customers and based
upon factors surrounding the credit risk of its customers establishes an        
allowance for uncollectible accounts and, as a consequence, believes that its   
accounts receivable credit risk exposure beyond such allowances is not          
significant.                                                                    

Revenue Recognition - Income is recognized at time of shipment on equipment sold
directly to customers.  Maintenance service contracts are billed periodically   
and revenue is recognized ratably over the terms of the contracts.              

Reclassification - Certain items from prior year's financial statements have    
been reclassified to conform to current year's presentation.                    

TRANSNET CORPORATION AND SUBSIDIARY                                             
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Sheet #2                            

[3] Repurchase Agreements                                                       

Repurchase agreements included in cash equivalents as of June 30, 1995 and 1994 
consisted of:                                                                   

  Cost    Fair Value
June 30, 1995:                                                                  
Repo 5.45%, 7/3/95      $   677,929   $   677,929                           

This security is backed by $737,040 of Federal Home Loan Mortgage Corporation   
Bonds maturing in November 2023 with an interest rate of 5.20%.                 

  Cost    Fair Value
June 30, 1994:                                                                  
Repo 3.3%, 7/1/94       $ 1,286,647   $ 1,286,647                           

This security was backed by $1,379,653 of Federal Home Loan Mortgage Corporation
Bonds maturing in September 2006 with an interest rate of 5.25%.                

Effective July 1, 1994, the Company adopted the provisions of Statement of      
Financial Accounting Standards No. 115, Accounting for Certain Investments in   
Debt and Equity Securities, which requires certain securities to be recorded at 
fair value or amortized cost.  In accordance with this Statement, the Company   
has classified its investments, classified as cash equivalents, as              
available-for-sale securities.  Available-for-sale securities are carried at    
fair value with unrealized gains and losses recorded, net of tax, in            
stockholders' equity. Held-to-maturity securities are carried at amortized cost.
Prior to July 1, 1994, these securities were carried at the lower of cost or    
market.  Adoption of this Statement did not materially impact the Company's     
financial position and had no impact on operating results.  At July 1, 1994,    
there were no unrealized gains or losses associated with available-for-sale     
securities.                                                                     

[4] Inventories                                                                 

Inventories consist of:                                                         
                        June 30,
                        1 9 9 5              1 9 9 4

Finished Goods                     $ 4,418,118          $  2,783,342            
Spare Parts                            593,673               626,311            

Totals                            $ 5,011,791          $  3,409,653           

[5] Property, Equipment, Depreciation and Amortization                          

Property and equipment and accumulated depreciation as of June 30, 1995 and 1994
are as follows:                                                                 

                        June 30,
                        1 9 9 5              1 9 9 4

Machinery and Equipment            $   515,339          $    554,011            
Furniture and Fixtures                 418,082               434,777            
Leasehold Improvements                 330,608               328,820            

Totals                               1,264,029             1,317,608            
Less:  Accumulated Depreciation                                                 
and Amortization              734,933               688,096   

Property and Equipment - Net      $   529,096          $    629,512           

Total depreciation expense amounted to $130,741, $150,275 and $135,866 for the  
years ended June 30, 1995, 1994 and 1993, respectively.                         

TRANSNET CORPORATION AND SUBSIDIARY                                             
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Sheet #3                            

[6] Description of Leasing Arrangements and Related Parties                     

The Company leases office and warehouse space, a retail store and an automobile 
under various operating leases, which expire through 1996.  During fiscal 1991, 
the Company entered into a five year lease with three five year renewal options 
with W. Realty, an affiliate of the Chairman of the Board and a director, for   
its primary office and warehouse facility.  In addition, the Company leases     
space for its retail store from certain officers of the Company on a            
month-to-month basis.                                                           

Total rent expense was $244,511, $228,605 and $247,609 for the years ended      
June 30, 1995, 1994 and 1993, respectively.                                     

The following is a summary of rental commitments:                               

1996                         $    126,020                                       
Thereafter                          --                                          

Total                     $    126,020                                    

[7] Income Taxes                                                                

The provision for income taxes is summarized as follows:                        

                               Y e a r s   e n d e d
                                J u n e   3 0,
                               1 9 9 5       1 9 9 4           1 9 9 3

Federal:                                                                        
Current                       $  208,050     $   155,859     $    104,259   
Deferred                        (151,900)        (21,943)         (14,280)  

Totals                            56,150         133,916           89,979   
Less:  Net Operating Loss                                                       
 Carryforward Benefit          208,050        (133,916)         (89,979)

Net Federal Provision           $ (151,900)    $     --        $       --       

State:                                                                          
Current                       $   61,311     $    45,841     $     30,664   
Deferred                         (44,100)         (6,454)          (4,200)  

Totals                            17,211          39,387           26,464   
Less:  Net Operating Loss                                                   
     Carryforward Benefit      (55,500)        (39,387)         (26,464)

Net State Provision             $  (38,289)    $      --       $       --       

Total Provision                 $ (190,189)    $      --       $       --       

Effective July 1, 1993, the Corporation adopted Financial Accounting Standards  
Statement No. 109, "Accounting for Income Taxes" ["SFAS 109"].  Under SFAS 109, 
deferred tax assets and liabilities are determined based on differences between 
financial reporting and tax bases of assets and liabilities, and are measured   
using the enacted tax rates and laws that will be in effect when the differences
are expected to reverse.  The Company's temporary differences include           
depreciation, and net operating loss carryforwards.  Adoption of SFAS 109 had no
material effect on the financial statements.  Prior to the adoption of SFAS 109,
income tax expense was reported pursuant to Statement of Financial Accounting   
Standards No. 96.                                                               

TRANSNET CORPORATION AND SUBSIDIARY                                             
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Sheet #4                            

[7] Income Taxes [Continued]                                                    

The Corporation has a deferred tax asset of $1,436,000 based on net operating   
loss carryforwards of approximately $2,900,000.  Realization of the tax asset is
dependent upon future events effecting utilization of the net operating loss    
carryforwards.  A valuation allowance has been provided against this deferred   
asset.                                                                          

The net deferred tax asset in the accompanying consolidated balance sheets      
include the following components:                                               

                                June 30,
                                1 9 9 5          1 9 9 4

Deferred Tax Asset - Net Operating Loss  $ 1,436,000      $ 1,520,000           
Valuation Allowance                       (1,172,450)      (1,520,000)          

Deferred Tax Asset                          263,550           --              

Deferred Tax Liabilities - Depreciation      (67,550)          --               

Net Deferred Tax Asset                   $   196,000      $    --               

Unused net operating loss carryforwards at June 30, 1995 are as follows:        

Year of                    Unused Operating                                   
Expiration                 Loss Carryforwards                                   

2005                       $   1,100,000                                        
2006                           1,800,000                                        

Total                     $   2,900,000                                       

The following is a reconciliation of income taxes [benefit] at the U.S.         
statutory tax rate to the taxes actually provided:                              

                               Y e a r s   e n d e d
                                J u n e   3 0,
                               1 9 9 5      1 9 9 4        1 9 9 3

U.S. Statutory Rate                                                             
Applied to Pretax Income          $   235,375   $   133,915   $    89,980       
State Taxes                             5,800        45,841        30,664       
Amortization of Goodwill               14,236        11,560         9,330       
Net Operating Loss Carryforward       (98,050)     (191,316)     (129,974)      
Decrease in Valuation Allowance      (347,550)        --             --         

Totals                            $  (190,189)  $     --      $      --         

[8] Pension Plans                                                               

The Company maintains a defined contribution pension plan which covers          
substantially all of the Company's employees.  The contribution amount is       
determined at the discretion of management. There was no expense for the plan   
for the years ended June 30, 1995, 1994 and 1993.                               

Effective January 1, 1995, the Company adopted a defined contribution [401(k)]  
plan covering all eligible employees.  Under the terms of the Plan,             
participating employees deposit a percentage of their salaries in the Plan.  The
Company matches up to a certain percentage of the employees' contribution.      
Expense for the year ended June 30, 1995 was $5,285.                            

TRANSNET CORPORATION AND SUBSIDIARY                                             
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Sheet #5                            

[9] Commitments                                                                 

The Company is currently financing its inventory through floor planning         
arrangements with Deutsche Financial Services, whereby the suppliers'           
inventories and TransNet's accounts receivable have been pledged as collateral  
against the outstanding balances due them.  The outstanding balances for the    
inventory and accounts receivable credit lines at June 30, 1995 were            
$5,516,409 and $1,800,000, respectively.  The unused portion of the credit lines
at June 30, 1995 was $1,983,591 and $1,200,000, respectively.  Interest is      
applied to the average daily outstanding balance under the lines of credit at a 
rate of the greater of 6% or the daily prime rate per annum. The prime rate was 
7.5% at June 30, 1995.                                                          

[10] Stockholders' Rights Plan                                                  

On February 6, 1990, the Board of Directors adopted a Stockholder Rights Plan,  
which entitles the Right holder, upon the occurrence of specified triggering    
events, i.e., the acquisition by a person or group of beneficial ownership of   
20% or more of outstanding shares; the commencement of a tender offer for 20% or
more of outstanding shares [unless an offer is made for all outstanding shares  
at a price deemed by the Continuing Board to be fair and in the best interest of
stockholders] and the determination by the Board that a person is an "Adverse   
Person," as defined in the Rights Agreement [except an Acquiring Person or      
Adverse Person] to purchase one share of common stock at an exercise price of   
$7.50 per share, or in certain "take over" situations, common stock equal in    
value to two times the exercise price.  Subsequent to a triggering event, if the
Company is acquired in a merger or other business transaction in which the      
Company is not the surviving corporation [unless Board approved], or 50% or more
of the Company's assets or earning power is sold or transferred, each holder of 
a Right shall have the right to receive upon exercise, common stock of the      
acquiring company having a value equal to two times the exercise price of the   
Right.  The Rights may be redeemed by the Company for $.01 per Right at any time
prior to the determination of the Board that a person is an Adverse Person      
or ten days following a public announcement of the acquisition of, or           
commencement of a tender offer for, 20% of the outstanding common stock.  The   
Rights expire on February 6, 2000, unless earlier redeemed.                     

[11] Stock Options                                                              

In connection with the Company's acquisition of Round Valley Computer Center,   
the Company granted the three selling stockholders [two of whom are currently   
officers] five year options expiring in 1995 to purchase an aggregate 175,000   
shares of the Company's stock at $1.00 per share.  All such options were        
exercised during the year ended June 30, 1995.                                  

[12] Segments of Business                                                       

The Company is engaged in one line of business - the sale and service of        
computers, related equipment and software.                                      

[13] Significant Customer                                                       

During the years ended June 30, 1995, 1994 and 1993, the Company derived 34%,   
17% and 11%, respectively of its revenue for each year from one major customer. 

TRANSNET CORPORATION AND SUBSIDIARY                                             
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Sheet #6                            

[14] New Authoritative Pronouncements                                           

The Company adopted Statement of Financial Accounting Standards ["SFAS"] No.    
109, "Accounting for Income Taxes," issued by the Financial Accounting Standards
Board ["FASB"] in July 1993.  Since that implementation, the FASB has issued    
thirteen new authoritative accounting pronouncements [SFASs] including SFAS     
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived 
Assets to be Disposed of."  SFAS No. 121 requires that long-lived assets and    
certain identifiable intangibles to be held and used by an entity, including    
goodwill, be reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable.  Most of  
these new pronouncements either do not apply to the Company, or will be         
implemented when the Company engages in applicable transactions. None of these  
potentially applicable FASB accounting pronouncements is anticipated to have a  
material impact on the Company's financial statements. In addition, the American
Institute of Certified Public Accountants has issued Statement of Position      
["SOP"] 94-6, "Disclosure of Certain Significant Risks and Uncertainties."  The 
Company does not anticipate any substantial expansion of its note disclosures   
as a result of this SOP.                                                        

INDEPENDENT AUDITOR'S REPORT ON SUPPLEMENTARY SCHEDULES               

To the Stockholders and Board of Directors of                                   
TransNet Corporation                                                  
Somerville, New Jersey                                                

 Our report on the consolidated financial statements of TransNet
Corporation and Subsidiary is included on page F-1 of this Form 10-K.  In       
connection with our audits of such financial statements, we have also audited   
the related financial statement schedule, Valuation and Qualifying Accounts.    

     In our opinion, the financial statement schedule referred to above,
when considered in relation to the basic financial statements taken as a whole, 
presents fairly, in all material respects, the information required to be       
included therein.                                                               

                   MORTENSON AND ASSOCIATES, P. C.
                     Certified Public Accountants.

Cranford, New Jersey                                                            
August 8, 1995                                                                  

                                                        · Enlarge/Download Table

TRANSNET CORPORATION AND SUBSIDIARY                                                      

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS                                          

                                  Balance at   Charged  Charged   Deductions   Balance at
                                  Beginning    Against  to Other     from        Close   
                                    of Year    Income   Accounts   Reserves      of Year 
                                                                                         
For the year ended June 30, 1993:                                                        
  Deducted from Related Assets                                                           
  Allowance for Doubtful                                                                 
  Accounts                        $ 124,490    $58,000   $ --     $ 35,851   [A]$146,639 

For the year ended June 30, 1994:                                                        
  Deducted from Related Assets                                                           
  Allowance for Doubtful                                                                 
  Accounts                        $ 146,639    $50,000   $ --     $ 55,440   [A]$141,199 

For the year ended June 30, 1995:                                                        
  Deducted from Related Assets                                                           
  Allowance for Doubtful                                                                 
  Accounts                        $ 141,199    $55,000   $ --     $ 20,046   [A]$176,153 

[A] Uncollectible accounts written off.                                                  

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON                       
ACCOUNTING AND FINANCIAL DISCLOSURE                           

    There were no disagreements on accounting and financial disclosure between
the Corporation and its independent public accountants nor any change in the    
Corporation's accountants during the last fiscal year.                          

PART III                                                                        

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                    

 The executive officers and directors of the Corporation are as follows:

Name                     Age                 Position                 
 John J. Wilk (a)         67         Chairman of the Board and Treasurer
Steven J. Wilk (a)       38         President and Director            
     Jay A. Smolyn            39         Vice President, Operations and Director
Mark Stanoch (b)         43         Vice President, Sales             
Annette Stanoch (b)      42         Vice President, Planning          
Vincent Cusumano (c)(e)  60         Secretary and Director            
Earle Kunzig (c)(f)      56         Director                          
Raymond J. Rekuc (d)(e)  50         Director                          
Susan Wilk (a)                      Director                          

     (a) Steven J. Wilk and Susan Wilk are respectively, the son and daughter of
John J. Wilk.                                                 
(b) Mark Stanoch and Annette Stanoch are husband and wife.            
(c) Member of the Audit Committee.                                    
(d) Chairman of the Audit Committee.                                  
(e) Member of the Compensation Committee.                             
(f) Chairman of the Compensation Committee.                           

   The Audit Committee reviews, evaluates and advises the Board of Directors
in matters relating to the Corporation's financial reporting practices, its     
application of accounting principles and its internal controls.  In addition,   
the Audit Committee reviews transactions regarding management remuneration or   
benefits."                                                                      

The Compensation Committee reviews, evaluates and advises the Board of
Directors in matters relating to the Corporation's compensation of and other    
employment benefits for executive officers.  The Board established its          
Compensation Committee in December 1994.  Prior to that time compensation       
decisions were subject to oversight by the entire Board of Directors. The items 
reviewed by the Compensation Committee are disclosed in Item 11, "Executive     
Compensation."                                                                  

   The Corporation does not have an Executive Committee.  The term of office
of each director expires at the next annual meeting of stockholders.  The term  
of office of each executive officer expires at the next organizational meeting  
of the Board of Directors following the next annual meeting of stockholders.    

The following is a brief account of the business experience of each   
TransNet director during the past five years.                                   

John J. Wilk was president, a director and chief executive officer of 
TransNet since its inception in 1969 until May 1986, when he was elected        
Chairman of the Board.                                                          

     Steven J. Wilk was elected a vice president of TransNet in October 1981 and
in May, 1986 was elected President and Chief Executive Officer.  He was elected 
a director of TransNet in April 1989.                                           

  Jay A. Smolyn has been employed at TransNet since 1976 and in April 1985
became Vice President, Operations.  He was elected a director of TransNet in    
January 1990.                                                                   

  Vincent Cusumano, who was elected a TransNet director in April 1977, is,
and for the past five years has been, president and chief executive officer of  
Cusumano Perma-Rail Corporation of Roselle Park, New Jersey, distributors and   
installers of exterior iron railings.  Mr. Cusumano is not actively engaged in  
the business of the Corporation.                                                

     Earle Kunzig, who was elected a TransNet director in November 1976, is Vice
President of Sales and a principal of Hardware Products Sales, Inc., Wayne, New 
Jersey, a broker of used computer equipment and provider of computer maintenance
services.  Prior to that he was director of hardware operations for Computer    
Maintenance Corporation, a business computer servicing organization in Secaucus,
New Jersey, from 1978 through July 1985.  Mr. Kunzig is not actively engaged in 
the business of the Corporation.                                                

  Raymond J. Rekuc, who was elected a TransNet director in August 1983, is
currently the principal in Raymond J. Rekuc, Certified Public Accountant, an    
accounting firm located in Rivervale, New Jersey.  He was a partner with Hess,  
Keeley & Company, Accountants and Auditors, Millburn, New Jersey from October   
1980 until September 1986, when he became treasurer of Royalox International,   
Inc. of Asbury, New Jersey, an importer of luggage and luggage hardware.  Mr.   
Rekuc provided financial consulting services to TransNet in 1990 through        
1993.  Mr. Rekuc is a member of the American Institute of Certified Public      
Accountants and the New Jersey Society of Certified Public Accountants, and is  
not actively engaged in the business of the Corporation.                        

     Susan Wilk joined TransNet in November 1987.  Prior to that time, she was a
Senior Attorney with the U. S. Securities and Exchange Commission, Washington,  
D.C.,  and then the Office of General Counsel of The Federal Home Loan Bank     
Board.  She was elected a director of TransNet in January 1990.                 

   The two executive officers of the Corporation who are not directors, Mark
Stanoch and Annette Stanoch, were the founders of Round Valley Computer Center, 
Inc. ("RVCC") in 1984. RVCC was engaged in marketing personal computers of      
several manufacturers including IBM, Apple and Hewlett Packard, and providing   
support and service from its two facilities at Branchburg and Lebanon, New      
Jersey, at the time of its acquisition by TransNet on March 6, 1990.  At the    
time of the acquisition, Mark Stanoch and Annette Stanoch were respectively     
elected Vice President, Sales and Vice President, Planning of TransNet.         

    None of the Corporation's directors are directors of any other Corporation
with a class of securities registered pursuant to Section 12 of the Securities  
Exchange Act of 1934 or subject to the requirements of Section 15(d) of that    
Act.                                                                            

Compliance with Section 16(a) of the Exchange Act                               

Based solely on a review of Forms 3 and 4 and any amendments thereto  
furnished to the Corporation pursuant to Rule 16a-3(e) under the Securities     
Exchange Act of 1934, or representations that no Forms 5 were required, the     
Corporation believes that with respect to fiscal 1995, its officers, directors  
and beneficial owners of more than 10% of its equity timely complied with all   
applicable Section 16(a) filing requirements, with the exception of Mark Stanoch
who did not timely file his Form 4 for June 1995.                               

ITEM 11.  EXECUTIVE COMPENSATION                                                

     The following table sets forth information concerning the compensation paid
or accrued by the Company during the three years ended on June 30, 1995, to its 
Chief Executive Officer and each of its other executive officers whose total    
annual salary and bonus for the fiscal year ended June 30, 1995, exceeded       
$100,000.  All of the Company's group life, health, hospitalization or medical  
reimbursement plans, if any, do not discriminate in scope, terms or operation,  
in favor of the executive officers or directors of the Company and are generally
available to all full-time salaried employees.                                  

                                                        · Enlarge/Download Table

SUMMARY COMPENSATION TABLE                                                                                               

                                    Annual Compensation                             Long-Term Compensation               
Name and                Year Ended                          Other Annual  Options   Restricted     LTIP      All Other   
Principal Position      June 30,       Salary       Bonus   Compensation    SARs   Stock Awards   Payouts(a) Compensation
                                                                                                                         
Steven J. Wilk           1995         $195,000     $25,400       $0           0          0           $0           0      
  President and Chief    1994         $190,000     $23,033       $0           0          0           $0           0      
  Executive Officer      1993         $175,000      $8,434       $0           0          0           $0           0      

Mark Stanoch             1995         $110,000      $2,533       $0           0          0         $31,200        0      
  Vice President         1994         $107,500     $18,688       $0           0          0         $18,977        0      
    Sales                1993         $100,000        $937       $0           0          0         $11,246        0      

Annette Stanoch          1995         $110,000      $2,533       $0           0          0         $31,200        0      
  Vice President         1994         $107,500     $18,688       $0           0          0         $18,977        0      
    Planning             1993         $100,000        $937       $0           0          0         $11,246        0      

Jay Smolyn (b)           1995         $110,000     $15,200       $0           0          0           $0           0      
  Vice President         1994         $105,000     $18,688       $0           0          0           $0           0      
    Operations                                                                                                           


(a) On March 6, 1990, in connection with its acquisition of all of the
issued and outstanding capital stock of Round Valley Computer Center, Inc.      
("RVCC") from RVCC's sole stockholders, Mark Stanoch, Annette Stanoch and a     
third individual, the Corporation agreed pursuant to the Acquisition Agreement  
to pay the three RVCC stockholders a percentage of TransNet's consolidated      
pre-tax profits (including RVCC's) varying from 10% to 12% in the aggregate with
respect to each fiscal year from 1990 through 1995.                             
(b) For the fiscal year 1993, Mr. Smolyn's compensation was less than 
$100,000.                                                                       

Employment Agreements with Executive Officers                                   

    TransNet had employment contracts in effect with Steven J. Wilk and Jay A.
Smolyn which expired on June 30, 1995.  Pursuant to the employment contracts,   
Steven J. Wilk's annual salary was "at least" $100,000 and Jay A. Smolyn's      
salary was "at least" $70,000 or, in each case, such greater amount as may be   
approved from time to time by the Board of Directors.  The contracts also       
provided for additional incentive bonuses to be paid with respect to each of the
Corporation's fiscal years based upon varying percentages of the Corporation's  
consolidated pre-tax income exclusive of extraordinary items (3% of the first   
$500,000, 4% of the next $500,000, 5% of the next $4,000,000 and 6% of amounts  
in excess of $5,000,000 for Steven J. Wilk and 2% for Jay A. Smolyn).  Both     
employment contracts provided for a continuation of salary payments in the event
of illness or injury (full amount for 6 months and 50% of the full amount for   
the remainder of the term for Steven J. Wilk; and 50% of the full amount for 6  
months for Jay A. Smolyn).  In addition, the two employment contracts contained 
provisions providing in the event of a hostile change of control of the         
Corporation and a resultant termination of the employee's employment prior to   
expiration of the employment agreement, the employee would receive a lump sum   
payment equal to 80% of the greater of his then current annual salary or his    
previous calendar year's gross wages including the additional incentive         
compensation multiplied by the lesser of five or the number of years remaining  
in the agreement, in the case of Steven J. Wilk and by two or the number of     
years remaining in the agreement, whichever is less in the case of Jay A.       
Smolyn.  Steven J. Wilk's employment agreement also provided for a similar lump 
sum payment in the event the Corporation terminated his employment for any cause
(other than the commission of criminal acts) except that in such event, the 80% 
amount would be multiplied by the lesser of three or the number of years through
the termination date of the employment agreement.                               

    At the March 6, 1990, closing of its acquisition of RVCC, TransNet entered
into employment contracts effective through June 30, 1995, employing Mark       
Stanoch and Annette Stanoch as Vice President, Sales and Vice President,        
Planning, respectively, at annual salaries of "at least" $100,000 each, together
with a percentage share of up to 1/3 of 2% of consolidated profits for each     
individual.  A third former RVCC stockholder was entitled to a similar          
percentage share of consolidated profits.  Each of these contracts provided for 
a lump sum payment to the employee if his or her employment was terminated due  
to a hostile takeover.                                                          

Management anticipates renewing the agreements between the above-named          
officers and the Corporation in the near future.                                

Director's Compensation                                                         

   During fiscal 1994, the Company paid $5,000 in directors' fees to each of
its three outside directors.                                                    

Stock Options                                                                   

No options to acquire TransNet Corporation stock were held by the     
Corporation's executive officers at June 30, 1995.                              

                                                        · Enlarge/Download Table

                     1995 Fiscal Year-End Options Values                                       

                             Option Exercises                                                  
                         during 1995 Fiscal Year                                               

                  Shares Acquired                   Number of Unexercised  Value of Unexercised
                 Upon Exercise In      Value          Options Held at      In-the Money Options
Officer            Fiscal 1995       Realized(1)       June 30, 1995       at June 30, 1995    
                                                                                               
Mark Stanoch          70,000          $43,750               - 0 -             - 0 -            
Annette Stanoch       70,000          $43,750               - 0 -             - 0 -            


     (1) Based upon the difference between the closing sale price for the Common
Stock on NASDAQ on February 24, 1995, the date of exercise and the option       
exercise prices.                                                                

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND                   
MANAGEMENT                                                  

  The following table sets forth, as of September 29, 1995 , the number of
shares of TransNet's common stock owned beneficially to the knowledge of the    
Corporation, by each beneficial owner of more than 5% of such common stock, by  
each director owning shares and by all officers and directors of the Corporation
as a group.                                                                     

Name of Beneficial            Amount of Shares              Percent of          
Owner                         Beneficially Owned            Class               

Directors                                                                       

Steven J. Wilk (a)               393,500 shs                   8%               
John J. Wilk (a)                 241,550 shs                   5%               
Jay A. Smolyn (a)                 85,000 shs                   2%               
Susan Wilk (a)                    85,500 shs                   2%               
Vincent Cusumano (a)              15,000 shs                  ----              
Earle Kunzig (a)                   5,000 shs                  ----              
Raymond J. Rekuc (a)                   0 shs                  ----              

All officers and directors     1,071,500 shs (b)              21%               
as a group (nine persons)                                                       

(a) The address of all directors is 45 Columbia Road, Branchburg, New 
Jersey  08876.                                                                  

 John J. Wilk and Steven J. Wilk, chairman of the board of directors and
president of the Corporation as well as beneficial owners of 5% and 8%          
respectively, of TransNet's common stock may be deemed to be a "parent" of the  
Corporation within the meaning of the Securities Act of 1933.                   

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                        

 See Item 2 herein as to the leasing by the Corporation of its principal
facility in Branchburg, New Jersey from a partnership consisting of its Chairman
of the Board and an outside Director and its leasing of the premises utilized by
its Lebanon, New Jersey computer store from two of its officers.                

PART IV                                                                         

ITEM 14.  EXHIBITS, FINANCIAL SCHEDULES AND REPORTS ON FORM 8-K                 

(a)  1.  Financial Statements                                         

Independent Auditor's Report.                       

              Consolidated Balance Sheets as of June 30, 1994 and June 30, 1993.

              Consolidated Statements of Operations for the Years Ended June 30,
1994, 1993 and 1992.                                

         Consolidated Statements of Stockholders' Equity for the Years
Ended June 30, 1994, 1993 and 1992.                 

              Consolidated Statements of Cash Flows for the Years Ended June 30,
1994, 1993 and 1992.                                

Notes to Consolidated Financial Statements          
2.  Supplementary Schedules                     

(b)  Reports on Form 8-K                                              
        The Corporation did not file any reports on Form 8-K with respect to
or during the quarter ended June 30, 1992.                  

(c)  Exhibits                           Incorporated by Reference to  

3.1(a ) Certificate of Incorporation,    Exhibit 3(A) to Registration 
     as amended                               Statement on Form S-1 (File No. 2-
                  42279)

3.1(b) October 3, 1977 Amendment         Exhibit 3(A) to Registration 
     to Certificate of Incorporation          Statement on Form S-1 (File No. 2-
                  42279)
3.1 (c) March 17, 1993 Amendment                                      
to Certificate of Incorporation                                       

     3.2(a) Amended By-Laws                   Exhibit 3 to Annual Report on Form
                                             10-K for year ended June 30, 1987

3.2(b) Article VII, Section 7 of the     Exhibit to Current Report on 
By-Laws, as amended                      Form 8-K for January 25, 1990

Exhibits                                Incorporated by Reference to  

4.1 Specimen Common Stock               Exhibit 4(A) to Registration  
                                           Statement Certificate on Form S-1
                            (File No. 2-42279)

  10.1  March 1, 1991 lease agreement     Exhibit 10.1 to Annual Report on
         between W. Realty and the         Form 10-K for year ended June 30,
Corporation for premises at       1991                    
45 Columbia Road, Somerville                              
(Branchburg), New Jersey                                  

   10.2  Employment Agreements effective   Exhibits 10.1 to Annual Report on
         February 24, 1987 with Steven J.  Form 10-K for year ended June 30,
Wilk and Jay Smolyn (extended     1987                    
to June 30, 1995)                                         

  10.3  Cancellation and Consulting       Exhibit 10.1 to Annual Report on
         Agreement effective June 30,      Form 10-K for year ended June 30,
1989 with John J. Wilk            1989                    
(extended to June 30, 1995)                               

   10.4  Form of Rights Agreement dated    Exhibit to Current Report on Form
as of February 6, 1990 between    8-K for January 25, 1990
TransNet and The Trust Company                            
of New Jersey, as Rights Agent                            

   10.5  Acquisition Agreement dated       Exhibit to Current Report on Form
March 6, 1990 between             8-K for March 6, 1990   
TransNet and Selling                                      
Stockholders of Round Valley                              
Computer Center, Inc.                                     

  10.6  Stock Subscription Agreements     Exhibit 10.2 to Annual Report on
         as of April 29, 1987 with         Form 10-K for year ended June 30,
Steven J. Wilk and Jay A. Smolyn  1987                    

  10.7  December 18, 1990 amendment to    Exhibit 10.7 to Annual Report on
         Stock Subscription Agreements     Form 10-K for year ended June 30,
of Steven J. Wilk and Jay A.      1991                    
Smolyn                                                    

 (22) Subsidiaries - The following table indicates the sole wholly-owned
active subsidiary of TransNet Corporation and its state of incorporation.       

Name                                       State of Incorporation     

Century American Corporation               Delaware                   

SIGNATURES                                                                      

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

Registrant:                            TransNet Corporation                     

Date: 10/12/95                         By /s/ Steven J. Wilk                    
            Steven J. Wilk
                     Chief Executive Officer

Date: 10/12/95                         By /s/ John J. Wilk                      
          John J. Wilk
                                    Chief Financial and Accounting Officer

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

By /s/ Steven J. Wilk               Date: 10/12/95                              
Steven J. Wilk, Director                                                  

By /s/ John J. Wilk                 Date: 10/12/95                              
John J. Wilk, Director                                                    

By /s/ Jay A. Smolyn                Date: 10/12/95                              
Jay A. Smolyn, Director                                                   

By /s/ Raymond J. Rekuc             Date: 10/12/95                              
Raymond J. Rekuc, Director                                                

By /s/ Susan M. Wilk                Date: 10/12/95                              
Susan M. Wilk, Director                                                   

Dates Referenced Herein   and   Documents Incorporated By Reference

This 10-K Filing		Date		Other Filings
		6/30/92
		3/17/93
		6/30/93
		7/1/93
		6/30/94
		7/1/94
		1/1/95
		2/24/95
For The Period Ended		6/30/95
		8/8/95
		9/26/95
		9/29/95
Filed On / Filed As Of		10/13/95
Corrected On		10/23/95
		2/6/0
Top				List All Filings