SEC Info - Dalrada Financial Corp - ‘10KSB40’ for 6/30/96

SEC Info℠

Home

Help

Please Sign In

Dalrada Financial Corp – ‘10KSB40’ for 6/30/96

As of: Wednesday, 8/21/96 · For: 6/30/96 · Accession #: 912057-96-18475 · File #: 0-12641

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

 8/21/96  Dalrada Financial Corp            10KSB40     6/30/96    6:283K                                   Merrill Corp/FA

Annual Report — Small Business — [x] Reg. S-B Item 405 — Form 10-KSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB40     10Sb40                                                33    190K 
 2: EX-10.(C)   Exhibit 10(C) Standard Industrial Lease               26    138K 
 3: EX-10.(O)   Exhibit 10(O) Form of Standard Warrant                22     95K 
 4: EX-21       Subsidiaries of the Registrant                         1      4K 
 5: EX-23       Consent of Experts or Counsel                          1      5K 
 6: EX-27       Exhibit 27 Financial Data Schedule                     2      6K

10KSB40 — 10Sb40
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Form 10-KSB Pcpi PCPI Technology 10(a.1) 1984 Stock Option Plan for the Company. (Incorporated by reference to Form S-8 Filed October 26, 1984, File No. 2-93993.) 10(a.2) Forms of standard Non-Qualified and Incentive Stock Option Agreement for 1984 Stock Option Plan. (Incorporated by reference to Form S-8 filed October 26, 1984, File No. 2-93993.) 10(b.1) 1988 Stock Option Plan for the Company. (Incorporated by reference to Exhibit 10(g) in 1989 Form 10-K.) 10(b.2) Amendment and Restatement of 1988 Stock Option Plan. (Incorporated by reference to Exhibit 10(d) to 1991 Form 10-K.) 10(b.3) Forms of standard Non-Qualified and Incentive Stock Option Agreement for 1988 Stock Option Plan. (Incorporated by reference to Exhibit 10(e) to 1991 Form 10-K) 10(c) Standard Industrial Lease Multi-Tenant - Modified Net dated January 24, 1996 between the Company and Bernardo View, Ltd.; addendum I to lease; addendum II to lease; Addendum III to Lease 10(e.2) Compensation Agreement between the Company and Edward W. Savarese, dated November 16, 1992. (Incorporated by reference to Exhibit 10(af) to 1993 Form 10-KSB.) 10(f) Compensation Agreement between the Company and Harry J. Saal, dated November 16, 1992. (Incorporated by reference to Exhibit 10(ad) to 1993 Form 10-KSB.) 10(g.2) Consulting Agreement, dated April 1, 1994, between the Company and Irwin Roth. (Incorporated by reference to Exhibit 10(az) to 1994 Form 10-KSB.) 10(h) Acquisition Agreement for acquisition of Prima International subsidiary on October 1, 1993. (Incorporated by reference to Exhibit 2.1 to Amendment No. 1 to Form 8K/A dated October 14, 1993.) 10(o) Form of standard Warrant Agreement dated January 3, 1996 issued to Harry J. Saal as described in Note 6 to the 1996 financial statements 21 List of Subsidiaries of the Company 23 Consent of Independent Accountants 3(a) Certificate of Incorporation of the Company, as amended, and currently in effect. See also Item 4(a). (Incorporated by reference to Exhibit 3(a) to 1988 Form 10-K.) 3(c) By-Laws of the Company, as amended, and currently in effect. (Incorporated by reference to Exhibit 3(b) to 1987 Form 10-K) 4(a) Amended Certificate of Designation of Personal Computer Products, Inc. with respect to the 5% Convertible Preferred Stock. (Incorporated by reference to Exhibit 4(d) to 1987 Form 10-K.)
1	1st Page - Filing Submission
"	Form 10-KSB
2	Pcpi
4	PCPI Technology
27	3(a) Certificate of Incorporation of the Company, as amended, and currently in effect. See also Item 4(a). (Incorporated by reference to Exhibit 3(a) to 1988 Form 10-K.)
"	3(c) By-Laws of the Company, as amended, and currently in effect. (Incorporated by reference to Exhibit 3(b) to 1987 Form 10-K)
"	4(a) Amended Certificate of Designation of Personal Computer Products, Inc. with respect to the 5% Convertible Preferred Stock. (Incorporated by reference to Exhibit 4(d) to 1987 Form 10-K.)
"	10(a.1) 1984 Stock Option Plan for the Company. (Incorporated by reference to Form S-8 Filed October 26, 1984, File No. 2-93993.)
"	10(a.2) Forms of standard Non-Qualified and Incentive Stock Option Agreement for 1984 Stock Option Plan. (Incorporated by reference to Form S-8 filed October 26, 1984, File No. 2-93993.)
"	10(b.1) 1988 Stock Option Plan for the Company. (Incorporated by reference to Exhibit 10(g) in 1989 Form 10-K.)
"	10(b.2) Amendment and Restatement of 1988 Stock Option Plan. (Incorporated by reference to Exhibit 10(d) to 1991 Form 10-K.)
"	10(b.3) Forms of standard Non-Qualified and Incentive Stock Option Agreement for 1988 Stock Option Plan. (Incorporated by reference to Exhibit 10(e) to 1991 Form 10-K)
"	10(c) Standard Industrial Lease Multi-Tenant - Modified Net dated January 24, 1996 between the Company and Bernardo View, Ltd.; addendum I to lease; addendum II to lease; Addendum III to Lease
28	10(e.2) Compensation Agreement between the Company and Edward W. Savarese, dated November 16, 1992. (Incorporated by reference to Exhibit 10(af) to 1993 Form 10-KSB.)
"	10(f) Compensation Agreement between the Company and Harry J. Saal, dated November 16, 1992. (Incorporated by reference to Exhibit 10(ad) to 1993 Form 10-KSB.)
"	10(g.2) Consulting Agreement, dated April 1, 1994, between the Company and Irwin Roth. (Incorporated by reference to Exhibit 10(az) to 1994 Form 10-KSB.)
"	10(h) Acquisition Agreement for acquisition of Prima International subsidiary on October 1, 1993. (Incorporated by reference to Exhibit 2.1 to Amendment No. 1 to Form 8K/A dated October 14, 1993.)
29	10(o) Form of standard Warrant Agreement dated January 3, 1996 issued to Harry J. Saal as described in Note 6 to the 1996 financial statements
"	21 List of Subsidiaries of the Company
"	23 Consent of Independent Accountants

10KSB40 1st Page of 33 TOC ↑Top Previous Next ↓Bottom Just 1st
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-KSB

/x/ ANNUAL REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
[FEE REQUIRED]

FOR THE FISCAL YEAR ENDED JUNE 30, 1996
OR
/ / TRANSITION REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
[NO FEE REQUIRED] for the transition period from ________ to _________

COMMISSION FILE NO. 0-12641

[LOGO]

PERSONAL COMPUTER PRODUCTS, INC.
(Name of small business issuer in its charter)

DELAWARE 33-0021693
(State or other jurisdiction of (IRS Employer ID No.)
incorporation or organization)

11031 Via Frontera
San Diego, California 92127
(619) 485-8411
(Address of principal executive offices and issuer's telephone number)

Securities registered under Section 12(b) of the Exchange Act: NONE
Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK, $0.005 PAR VALUE
(Title of Class)

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

Yes /x/ No
----- -----

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. / /

Registrant's total consolidated revenues for the fiscal year ended June 30, 1996
were $11,621,000.

At August 7, 1996, the aggregate market value of the voting stock held by non-
affiliates of the registrant was approximately $48,282,317, based on the last
trade price as reported by the NASD electronic bulletin board.

At August 7, 1996, there were 33,839,955 shares of common stock, $0.005 par
value, of the registrant issued and outstanding.

Information required by Part III of this Form 10-KSB is incorporated therein by
reference from the Company's definitive Proxy Statement with respect to its 1996
annual meeting of stockholders to be filed pursuant to Regulation 14A within 120
days after June 30, 1996.

Transitional Small Business Disclosure Format

Yes No /x/
----- -----

10KSB40 2nd Page of 33 TOC 1st Previous Next ↓Bottom Just 2nd
PART I
--------------------------------------------------------------------------------

ITEM 1.
DESCRIPTION OF BUSINESS

Personal Computer Products, Inc. was incorporated in March, 1982 under the laws
of the State of California, and reincorporated in May, 1983 under the laws of
the State of Delaware. Prima Inc., a California corporation doing business as
Prima International ("Prima"), is a wholly-owned subsidiary of Personal Computer
Products, Inc. (collectively "PCPI" or the "Company").

PCPI (1) develops and licenses laser printer technology; (2) manufactures,
markets, and distributes laser printer controllers and accessories; and (3)
markets and distributes internationally a variety of personal computer accessory
products. The following diagram illustrates the organization of the Company.

PCPI
|
------------------------
--------------------------------- --------------------
PCPI Technology Distribution
--------------- ------------
Controller Printer
Development PC and Mac
Technology Transfer Imaging
R&D
Engineering Direct Sales
Tiered Distribution
Adobe-Registered Trademark-
PostScript-Registered Trademark-
Imaging International
--------------------------------- --------------------

Through its technology division ("PCPI Technology"), the Company designs,
develops, and markets firmware (embedded software), circuit boards,
application-specific integrated circuits ("ASICs") and software for use in laser
and other types of imaging printers. The Company's technology and products are
used primarily in laser printers and multifunction devices (combined printer,
scanner, copier, and facsimile). The Company sells these controllers separately
to sellers of laser printers, and licenses its controller board technology to
other producers of laser printer engines and/or controllers. Recent PCPI
Technology customers have included: Xerox Corporation, Matsushita Electric
Company, Ltd. (Panasonic), Hypertec, Inc., Integrated Device Technology, Inc.,
Minolta Company Ltd., NEC Electronics, Inc. and Canon USA.

Through its distribution division (the "Distribution Division"), which is
composed of the Company's Prima subsidiary, the Company provides enhancement and
accessory products to the personal computer markets both in the U.S. and
overseas. The Distribution Division markets and distributes value-added personal
computer accessory products, including memory products such as floppy and hard
disk drives, tape drives, and CD-ROM drives; and PCMCIA products that include
miniaturized accessories such as memory devices and fax/modems for laptop and
notebook computers.

INDUSTRY OVERVIEW

Page printers, especially laser printers, have become an established means of
printing data generated by computers. The market for laser printers has grown
significantly over the past several years. Industry figures revealed that there
was a worldwide installed base of approximately 14 million units in 1993 with
page printer (laser, LED, inkjet, etc.) sales accounting for 58 percent of total
printer sales. The worldwide installed base of such devices was expected to grow
to over 21 million units by 1997. It is also important to note that laser
technology is the only printer technology primarily sourced from Japan. At this
time, over 75% of printer engines are sourced from Japan. The worldwide printer
market is dominated by the U.S., which is expected to continue through 1997. The
U.S. is expected, however, to account for less market share over time due to
market maturation.

Inkjet printers were introduced in the late 1970's. In the last few years,
inkjet has become the fastest growing technology, setting new growth records due
to its relatively low cost and good quality reproduction in both monochrome and
color. Speed is the greatest concern at this time. Most inkjet

10KSB40 3rd Page of 33 TOC 1st Previous Next ↓Bottom Just 3rd
printers produce output at 3 pages per minute. If speed is to be increased, ink
drying times will have to improve. Higher end inkjet models, particularly color
models, typically incorporate Adobe PostScript software functionality.

Laser printers continue to be the dominant technology in use for page printing
and high-end imaging. PostScript printers make up a significant portion of that
market. The PostScript language is a general-purpose computer language developed
by Adobe Systems Incorporated, that describes the appearance of a page,
including elements such as text, graphics and scanned images, to a printer or
other output device. Since its introduction in 1985, the PostScript language has
become the printing and imaging technology of choice for multinational
corporations, the vast majority of professional publishers and government
agencies throughout the world. Because a PostScript file is independent of the
device that created it and the device that prints it, users can print documents
regardless of printing device, computer platform or operating system. Currently,
there are more than 60 manufacturers producing more than 300 output devices
including Adobe PostScript software at unit prices ranging from less than $700
to $100,000 and higher.

Features that tend to differentiate printers, particularly in the high volume,
high growth page printer technologies such as inkjet and laser, include the
presence of Adobe's proprietary PostScript software, high resolution capability,
network-ready connectivity, and output at rated engine speed.

Color laser printers entered the market in early 1994 and since that time there
has been increasing demand for color as prices decrease. The color market is
maturing and prices are declining significantly. While the overall printer
market is relatively flat, unit volume is increasing and the color segment is
expanding. Color printer unit sales are expected to grow 128% between 1994 to
1999 (International Data Corp.). The general office environment is starting to
demand color printing for reports, presentations and proposals. By 1999, color
printers should be the norm in general office environments and the technology
will drive growth in the market as color laser printers become less expensive,
faster, more compact and easier to use.

Multiple features will also become part of the market for color laser printers
and vendors will eventually add document-finishing features such as sorting and
stapling. Communications features are also expected to be added. The key element
for vendors is to produce high-quality, high-performance machines that can be
used by computer networks in the office. PCPI offers the technology and industry
relationships to help vendors reach this goal.

Color capability is an important issue in desktop printing. For color capability
on other technologies such as laser, dye sublimation, and thermal transfer,
PostScript Level 2 (the latest iteration of the PostScript page description
language) capability is important for graphics compatibility and high quality
reproduction.

Color copiers have been on the market for about 20 years. They have evolved from
stand-alone, walk-up machines in central reproduction departments to
ultra-sophisticated, multiple-function products. U.S. sales of color copiers
have concentrated on pay-for-print centers, copy outlets and professional users
of color machines. Installations of color copiers, including analog and digital
machines, in the United States were 65,000 units in 1995 and 81,000 units in
1996 with projected installations of 100,000 and 125,000 in 1997 and 1998,
respectively. Canon commands approximately 55% of the installed base with Xerox
following with slightly more than 11%. The U.S. color copier market reached a
volume of $185 million in 1993 and is projected to be over $1.2 billion by 1998.

More recently, printer manufacturers are attempting to add value to monochrome
printers by adding new functions such as printing, copying, scanning and faxing.
This new multi-functionality of desktop printing devices provides the end user
with printer, copier, facsimile and scanning all in the same device.

In order to be successful in the future, copier and printer vendors will have to
adopt new product strategies to differentiate their product offerings. The key
element of this strategy is multi-functionality so that high-quality,
high-performance machines can be used by computer networks in the office.

BUSINESS STRATEGY

PCPI's technology strategy is focused on the continued development and
implementation of laser printer and copier technology. The Company's development
resources are directed toward the development of controllers containing Adobe
PostScript software and, potentially, Adobe's Configurable PostScript
Interpreter ("CPSI"), host-based implementations of PostScript software. This
technology will be directed toward the development of controllers that support
multifunction devices (combining printer,
3

10KSB40 4th Page of 33 TOC 1st Previous Next ↓Bottom Just 4th
facsimile/modem, copier, scanner) on the low-end (LaserImage-TM-); and
development of controllers that support high-functionality color digital
copier/printers on the high-end (ColorImage-TM-). PCPI intends to target four
market segments which include (1) the monochrome and color printing device
market, (2) the multi-function printing market (monochrome and color), (3) the
large format plotter market (monochrome and color), and (4) the color digital
copier market.

The Company's mission has been the development of intelligent embedded software
on board-level devices that would add value to personal computers and peripheral
devices.

Since 1983, the Company has been an active licenser and/or OEM provider of its
LaserImage printer controller technology to a number of companies throughout the
world. These include or have included: AEG Olympia (Germany), Elebra (Brazil),
Fujitsu (Japan), Goldstar (Korea), Hypertec (Korea), Matsushita Electric Company
- Panasonic (Japan), Mita (Japan), Ricoh (Japan), Tandy Corporation (United
States), Tokyo Electric Company (Japan), Xerox (United States), and others. In
order to accommodate the manufacturing requirements of its licensees, the
Company also has established relationships for manufacturing both in the U.S.
and overseas that allow PCPI to provide manufacturing capabilities so that PCPI
will not need to invest and build an extensive manufacturing infrastructure.

The Company has extensive technical relationships that enable it to offer the
latest technology to its customers. These include arrangements for joint
development of ASIC semiconductor components for laser printer controllers with
Motorola and DP-Tek; authorized developer relationships with Adobe Systems
Incorporated, Hewlett Packard, Microsoft and Apple; and font licensing
agreements with Agfa Compugraphic and The Company (URW).

In November 1993, PCPI consummated its arrangement with Adobe Systems
Incorporated as an authorized co-developer for the implementation of the
PostScript software on printers. Adobe, in order to accommodate the needs of
printer companies who wish to incorporate Adobe PostScript software into their
hardware products, has appointed a few third-parties to provide some of the
custom engineering resources required to integrate PostScript software on
printer controllers. The PostScript software integration process on printer
controllers is complex, requiring considerable expertise in hardware design and
firmware development and implementation. PCPI serves a critical function in
providing the latest hardware and software technology and rapid time-to-market
to those companies who wish to remain competitive in the printer market by
offering features that meet the ever evolving standards of the computer
industry.

PCPI TECHNOLOGY
The principal business of PCPI Technology has been the development, licensing,
and marketing of imaging technology and products.

PCPI's technology strategy has been to attempt to adjust to the evolving
personal computer market by developing and/or implementing technology that will
enable it and its licensees to compete with, or supplement, the products of the
industry's dominant printer and copier manufacturers.

PCPI sells and licenses, usually on a non-exclusive basis, its printer
controller technology and its proprietary software called ImageBase-TM-. Its
typical customers are manufacturers of laser printers and controllers. In the
majority of cases, PCPI transfers existing technology, or modifies that
technology to meet the specifications of the customer. Typically, the licensing
fees and/or royalties derived from these activities are based on the number of
units sold by the licensee that incorporate the licensed technology. In
addition, PCPI receives, in most cases, initial engineering fees for adapting
its technology to the requirements of the particular purchaser or licensee.

The widespread availability of laser printers spawned a new class of
applications software for desktop publishing. Using this software, a user can
create, on a personal computer, a finished, high-quality, printed document that
incorporates a variety of type sizes, styles, and fonts previously available
only through a commercial printer.

As printers become more capable and sophisticated, it has become more difficult
for users to know exactly what combination of features is best or more
appropriate. At the most basic level, however, users want a printer that creates
professional looking documents; and they want one that works with their computer
system, regardless of the software on that system. Only one kind of printer
meets all the criteria of the end-user - a printer that comes with genuine Adobe
PostScript software. Unlike printers using other software (including PostScript
clones), printers that use genuine Adobe PostScript software place no limits on
usability; nor what kind of document can be created or printed. This means that
4

10KSB40 5th Page of 33 TOC 1st Previous Next ↓Bottom Just 5th
whether users are employing DOS, Windows, OS/2-TM-, UNIX-Registered Trademark-,
Macintosh, a mini or mainframe computer system, or any combination of these
platforms, they can output work on any printer equipped with Adobe PostScript
software. The PostScript language is the most dependable way to print for
business users and PostScript files can also be sent over networks.

The Company's Adobe PostScript Interpreter ("APSI") project, which includes its
COLORIMAGE SERIES of color controllers, includes the implementation of Adobe
PostScript software for OEM customers. These controllers are based on NEC's
powerful 64-bit Vr 4300-TM- MIPS RISC (reduced instruction set circuit)
processor or IDT's R3081 and R4000 MIPS RISC processors. Associated ASIC chips
are to be implemented as dictated by functionality. Some of the important
features and functions of an APSI based controller are defined as follows:

- Adobe platform
- Adobe PostScript Level 2
- PCL5 (LaserJet4) emulation
- Parallel and Appletalk-TM- (Macintosh) communications

The ColorImage Series may also include a robust color management system that has
been designed to provide complete control over the color calibration of any
input or output device including scanners, monitors, digital cameras, photo CD,
printers, film recorders, proofing devices, etc. ColorImage software is, in
effect, a color engine that makes every input device see a target profile that
matches the objectives of the user. The quality and consistency of documents
created using the ColorImage system is assured through a comprehensive,
user-controlled calibration process.

Target customers are OEMs who wish to market Adobe PostScript printers to
resellers and end-users. The OEM must also be an Adobe OEM licensee in order to
distribute APSI technology.

To enhance its ability to market its technology, PCPI has entered into a sales
representative agreement with Nippo, Ltd. of Japan for the promotion of
licensing the Company's Adobe PostScript controllers. Nippo had also made an
equity investment in PCPI in the amount of approximately $1.7 million. Japanese
laser printer developers represent the dominant customer base for the Company's
technology. Nippo is currently a supplier of copier and laser printer engine
mechanical parts to the Japanese copier and laser printer industry.

PCPI recently announced its strategic relationship with NEC Electronics, Inc.
PCPI has designed another advanced ColorImage Series printer controller around
NEC's 64-bit Vr 4300 MIPS RISC microprocessor. PCPI is using the MIPS RISC
microprocessor to create a whole new generation of high-performance printer
controllers. The new controller, which maximizes the performance of the printing
engine and speeds the processing of Adobe PostScript Level 2 software, has
already been selected by Canon USA for their 24-page-per-minute printer. The new
technology is important because it allows PCPI to offer a rich set of networking
capabilities and the highest performance controller solution, at an extremely
competitive price. NEC Electronics was ranked fourth in the U.S and second in
the world in semiconductor sales in 1995 and is an affiliate of NEC Corporation
(NIPNY), a $43 billion international manufacturer of computer, communications
and semiconductor products.

PCPI's LaserImage Series of monochrome controllers are available in a variety of
different configurations. They typically provide, either as part of the
controller, or through add-on boards or plug-in cartridges, industry-standard
printer emulations, such as PCL from Hewlett Packard. The controller boards have
been designed to minimize the use of microchip and memory components, thereby
enabling production of each controller at a cost lower than would otherwise be
the case. Its past relationship with Motorola, Inc., yielded for example,
resulted in the development of a family of specialty circuits (ASICs) that are
designed specifically for laser printer controllers. As part of this technology,
the Company also provides Microsoft Windows-TM- compatibility to laser printers.

PCPI can foresee considerable growth in technology sales, largely on the
strength of its relationships with technology companies such as Adobe, NEC and
IDT.

DISTRIBUTION

In October 1993, PCPI acquired Prima International, a world-wide distributor of
high technology products. Prima provides manufacturers with international
distribution and marketing capabilities, as well as

10KSB40 6th Page of 33 TOC 1st Previous Next ↓Bottom Just 6th
offering U.S. purchasing facilities for international buyers. Prima functions in
three basic areas: product distribution, product representation and buying
office/commodity sales.

Prima has been active in the international market for over 13 years, and
understands the multi-cultural, multilingual requirements of this business. It
has developed a network of highly qualified resellers located in every country
of significance. In addition, its headquarters, located in the heart of Silicon
Valley, California, provides access to the premier suppliers of disk and tape
drives, controllers, scanners, terminals, network boards, modems, fax cards, and
graphics products, as well as relationships with manufacturers developing new
technologies.

Prima offers international market penetration for U.S. high-technology
manufacturers through use of Prima's extensive sales channels including
sub-distributors and resellers; and also by representing products to the OEM and
end-user communities. Prima tailors international sales and distribution
programs suited to specific product needs. For many international buyers,
locating a trustworthy, reliable source to purchase U.S. products on an "as
needed" basis is essential to their ability to build systems and maintain a
complete product offering to their customers. Prima offers these customers
in-depth knowledge of the high technology market, proximity to the major
producers of high technology products, and industry associations which date back
to the 1960's. Through close relationships with many manufacturers,
distributors, and representatives, Prima provides immediate access to hardware,
software, firmware, media, accessories, and components for its international
clients. Prima offers its international clients a vast network of Prima
associates which may result in increased marketing opportunities and options and
decreased "time-to-market."

Prima's domestic (U.S.) business focuses on direct sales to end-users via its
PERIPHERALS DIRECT operating unit, formed in early 1994. The purpose of this
operating unit is to add incremental sales of the Company's products at margins
higher than would be possible through multi-tier distribution. Prima serves as a
corporate-wide focal point for sales of products to resellers (dealers and
distributors) worldwide as well as a conduit for products to end-users at
competitive price points on high-demand computer peripheral products such as
disk drives.

Prima exports and imports a variety of high technology products with an emphasis
on peripherals and accessories compatible with IBM, Apple Macintosh, the leading
brands of small business computers, and UNIX and Novell. The focus on these
markets has afforded Prima the ability to develop the technical expertise needed
to fully support suppliers and customers.

Principal product lines include: (1) PDQ memory products for PCs and Macintosh
computers and (2) PCMCIA products, which represent new technology in storage
products and value-added computer accessories for notebook and palmtop devices.

PRODUCTION AND SOURCES OF SUPPLY

PCPI presently contracts for the manufacture of its products with a number of
suppliers located in the San Diego and San Jose, California areas. The suppliers
assemble products, utilizing components purchased by the Company from other
sources. The terms of supply contracts are negotiated separately in each
instance. The Company is satisfied that its present assembly contractors have
sufficient capacity to meet projected market demand for the Company's products,
or that alternate sources are available without undue disruption. PCPI has not
experienced any significant difficulty over the past several years in engaging
contractors, or in purchasing components.

PCPI contract suppliers generally perform a multi-step quality control test
prior to shipping their products to the Company. PCPI, in turn, performs
additional tests on the products, adds appropriate software, and then packages
and ships the products to customers. In addition to buying such items as printed
circuit boards and other components from outside suppliers, the Company
purchases software programs, in the form of floppy disks, from vendors who have
licenses to sell such software to the Company from the originators of such
software, and has, from time to time, directly licensed system software used in
certain PCPI products.

MARKETING

Marketing and sales activities are conducted by approximately 12 Company
employees. Each of the divisions and subsidiaries utilizes dedicated sales
personnel.

10KSB40 7th Page of 33 TOC 1st Previous Next ↓Bottom Just 7th
RESEARCH AND DEVELOPMENT

Despite the fact that there can be no assurance that PCPI can successfully
produce new products, nor that such products will be profitable, the Company
will be required to spend resources on research and development in the
foreseeable future in order to enhance existing products, and to develop new
products. New technology developed, or products introduced, by other entities,
including major computer companies, could adversely affect the marketability of
the Company's products. Consequently, the Company is compelled to continue
development of new technologies, and the implementation of new technologies, in
order to remain competitive.

COMPETITION

The markets for computer hardware and software have been characterized by rapid
and continuing technological change, and by intense competition. The Company
provides differentiation in the laser printer controller/accessories marketplace
through the capability of its controllers, the quality and extent of
accompanying printer emulation software, and the ability of these controllers to
provide added-value through differentiating features, such as speed, cost and
networking. Printer and computer accessories are often commodities that do not
provide significant differentiation. The Company strives to differentiate itself
by providing superior customer service, timely delivery of products to its
customers, and competitive pricing.

PROPRIETARY PROTECTION

PCPI's software is copyrighted; however, such protection as the copyright laws
provide does not prevent other companies from emulating the effects achieved by
such software. PCPI owns no patents, but has obtained registration of several of
its trade-names or trademarks, including: PCPI, LaserImage, ColorImage,
ImageScript and ImageFont.

Adobe and PostScript are trademarks of Adobe Systems Incorporated.

EMPLOYEES

The Company, including its Prima subsidiary, employed a total of 56 persons
(which includes 3 part-time employees) at June 30, 1996, of whom 7 were in
corporate administration and finance, 35 in engineering and research and
development, 2 in production, and 12 in sales and marketing.

OTHER

The costs and effects of compliance with Federal, state, and local environmental
laws and other existing or probable governmental regulations are not, and are
not expected to be, material. In certain cases, government (Federal
Communications Commission) approval is required with respect to PCPI's
controller products.

ITEM 2.
DESCRIPTION OF PROPERTY

The Company leases approximately 14,000 square feet of space in a facility
located 11031 Via Frontera, San Diego, California 92127, at a monthly rental
rate of approximately $10,000. The lease expires on January 31, 1999. The
Company owns no real property.

Prima International leases approximately 5,000 square feet of space in a
facility located at 3350 Scott Boulevard, Building No. 7, Santa Clara,
California 95054, on a month-to-month basis at a monthly rental rate of $3,750.

ITEM 3.
LEGAL PROCEEDINGS

10KSB40 8th Page of 33 TOC 1st Previous Next ↓Bottom Just 8th
results of operations of the Company and, further, does not consider that any
such proceedings fall outside ordinary, routine litigation incidental to the
business of the Company.

ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

PART II
--------------------------------------------------------------------------------

ITEM 5.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's common stock is traded in the over-the-counter market, and quoted
on the NASD electronic bulletin board (symbol: PCPI).

The following table sets forth the high and low bid quotations of the Company's
common stock for the periods indicated as reported by the NASD electronic
bulletin board. Prices shown in the table represent inter-dealer quotations,
without adjustment for retail markup, markdown, or commission, and do not
necessarily represent actual transactions.

High Low
-------------------------------------------------------
YEAR ENDED JUNE 30, 1995

FIRST QUARTER $ .88 $ .50

SECOND QUARTER .78 .41

THIRD QUARTER .59 .25

FOURTH QUARTER .56 .19

YEAR ENDED JUNE 30, 1996

FIRST QUARTER $ .50 $ .25

SECOND QUARTER .53 .18

THIRD QUARTER .94 .38

FOURTH QUARTER 2.56 .75
-------------------------------------------------------

The number of stockholders of record of common stock, $.005 par value, of the
Company was 3,100 at June 30, 1996.

PCPI has never declared, or paid, any cash dividends on PCPI's Common Stock.
PCPI currently intends to retain earnings, if any, after any payment of
dividends on its 5% Convertible Preferred Stock and 5% Series B Convertible
Preferred Stock, for use in its business and therefore, does not anticipate
paying any cash dividends on PCPI's Common Stock.

Holders of the 5% Convertible Preferred Stock are entitled to receive, when and
as declared by the Board of Directors, but only out of amounts legally available
for the payment thereof, cumulative cash dividends at the annual rate of $50.00
per share, payable semi-annually, and commencing on October 15, 1986. PCPI has
never declared, or paid, any cash dividends on PCPI's 5% Convertible Preferred
Stock. Dividends in arrears at June 30, 1996 were $1,789,000.

Holders of the 5% Series B Convertible Preferred Stock are entitled to receive,
when and as declared by the Board of Directors, but only out of amounts legally
available for the payment thereof, cumulative cash dividends at the annual rate
of $500 per share, payable annually. PCPI has never declared, or paid, any cash
dividends on PCPI's 5% Series B Convertible Preferred Stock. Dividends in
arrears at June 30, 1996 were $58,000.

10KSB40 9th Page of 33 TOC 1st Previous Next ↓Bottom Just 9th
ITEM 6.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

RESULTS OF OPERATIONS
The Company has been in a transitional period, from older technology and
products, to becoming a leading technology-based supplier of state-of-the-art
printer controllers to OEM customers. The implementation of the strategy of the
development of the new Adobe PostScript Interpreter (APSI) project, which
includes its ColorImage Series controller implementation of Adobe PostScript
software for OEM customers, and its LaserImage Series controllers including
HP-based (PCL) multi-function technology is beginning to show promising results.
During fiscal 1996, Matsushita Electric Company, Ltd. (Panasonic) accepted the
multi-function printer product that the Company had been designing during the
previous eighteen months.

For the quarter ended June 30, 1996, PCPI reflected net income of $144,000
compared to a loss of $597,000 for the quarter ended June 30, 1995. Gross
revenues for the quarter ended June 30, 1996 were $3,577,000, which included
engineering fees of $935,000 and license and royalty income of $439,000 from
past products. Gross revenues for the quarter ended June 30, 1995 were
$3,736,000, which included engineering fees of $381,000 and license and royalty
income of $67,000.

The Company has been successful in attracting several major customers, with
substantial resources and marketing capabilities, that desire to utilize the
current technologies of the Company. Current contracts to adapt the Company's
software products to controllers that will be integrated with the hardware
products of various OEM customers, include Integrated Device Technology, Inc.
(IDT), Matsushita Electric Company, Ltd. (Panasonic), Minolta Company, Ltd., NEC
Electronics, Inc. and Canon USA.

The Company recognized non-recurring engineering fees ("NRE") to adapt the
Company's software products to controllers designed for its OEM customers of
approximately $2,379,000 for the year ended June 30, 1996 compared to $1,097,000
for the year ended June 30, 1995, an increase of 117%. PCPI's strategy has
required the Company to alter its focus away from some of its traditional
revenue sources and to make expenditures in support of these efforts. As a
result, the Company's business continues to be in a significant transitional
phase and year-to-year financial comparisons may be of limited usefulness due to
these important changes in the Company's business.

The Company had a net loss from continuing operations of $3,729,000 for the year
ended June 30, 1996 (which included a one-time, non-cash restructuring charge of
$2,058,000) compared to $2,510,000 for the year ended June 30, 1995. Total
revenues were $11,621,000 for the year ended June 30, 1996 versus $14,394,000
for the year ended June 30, 1995.

REVENUES
Sales of products from continuing operations were $8,639,000 for the year ended
June 30, 1996 versus $13,043,000 for the year ended June 30, 1995.

The Company's sales of products from continuing operations were derived
primarily from Prima International. Prima's business consists of product
distribution and integration, including sales of its PDQ-TM- line of memory
storage devices featuring removable cartridge and magneto optical technologies.
The reduction in sales is attributed to reduced product availability by
SyQuest-TM-, a product transition by Prima that places less reliance on
SyQuest's products and technologies and a shortage of working capital during the
year, all of which imposed limitations on Prima's operations. These reductions
were partially offset by an increase in Prima's sales of PCMCIA-based memory and
communications products.

The Company has been transitioning from older technology and products, to new
technology-based printer controller products over the past few years. It is
anticipated that certain of these new technology-based products can be
distributed to Prima's customer base. Non-Prima sales of printer products and
accessories for the years ended June 30, 1996 and 1995, which represents sales
of these older technology based products, were $58,000 and $556,000. Product
sales for the year ended June 30, 1995 included sales, to a single customer, of
$231,000 of laser printer engines.

During fiscal 1996, the Company performed work on engineering projects that were
funded by OEM customers under non-recurring engineering contracts. NRE revenue
for the years ended June 30, 1996 and 1995 was $2,379,000 and $1,097,000,
respectively, which was recognized during the course of development based on the
percentage of completion method.

10KSB40 10th Page of 33 TOC 1st Previous Next ↓Bottom Just 10th
License fees and royalty revenue for the year ended June 30, 1996 were $603,000
compared to $254,000 for the year ended June 30, 1995. In the past, License fees
and royalty revenue have shown significant year-to-year fluctuations. With the
exception of $160,000 recognized during fiscal 1996, the License fees and
royalty revenue recognized during fiscal 1996 and 1995 were derived from
"older-technology" based products. PCPI has submitted several proposals to
prospective customers in order to develop Adobe PostScript-based controllers and
other controllers based upon its ImageBase-TM- technology. While the Company has
entered into some contracts with OEM customers for controller development, there
can be no assurance that additional contracts will be obtained for the
development of such controllers, or that the existing contracts will be
completed, or that products will be shipped by the customer which may result in
the generation of future royalty and license revenues or that these products,
once generating royalties, will continue to do so.

COST OF PRODUCTS SOLD
Cost of products sold from continuing operations for the year ended June 30,
1996 and 1995 was $7,652,000 and $11,883,000, respectively, representing a gross
margin of 11.4% and 8.9%. The increase in the gross margin is attributed to a
change in the product mix between the periods. During fiscal 1996, sales of
higher margin PCMCIA-based memory products and replacement lines for SyQuest
products have been increasing as a percentage of Prima's sales which has
improved the margins during fiscal 1996. These increased margins have been
partially offset by a continued decline in the margins and sales levels of
old-technology based products and in Prima's SyQuest product lines.

SELLING, GENERAL AND ADMINISTRATIVE
Selling, general and administrative expenses from continuing operations for
fiscal 1996 were $3,206,000 versus $3,149,000 for fiscal 1995. The increase is
primarily the result of increased sales commissions to Nippo, Ltd. on NRE
contracts due to an increase in the amount and timing of NRE payments received
against active contracts and an increase in selling expenses in an attempt to
stimulate technology and product sales. In addition, the Company has reduced its
administrative costs as a result of reductions in force due to attrition in
personnel and reductions in operating expenses related to the strategic
direction of the Company.

NON-CASH RESTRUCTURING CHARGE
In fiscal 1996, based on a shift in business direction and a desire to focus its
resources, the Company reassessed the future benefit of certain
"older-technology" product lines. As a result, the Company took a one-time,
non-cash write-down of $2,058,000 against capitalized software ($937,000),
prepaid licenses and royalties ($583,000), inventories ($204,000) and certain
pre-paid assets ($334,000) to reduce these assets to their net realizable value.

COST OF ENGINEERING FEES AND RESEARCH AND DEVELOPMENT
Cost of engineering fees and research and development expenditures from
continuing operations for fiscal 1996 were $2,135,000 versus $1,283,000 for
fiscal 1995, an increase of 66.4%. These expenditures consist of engineering
expenses associated with the development of controller technologies and designs
for PCPI technology customers.

OTHER INCOME AND LOSS
Net interest expense from continuing operations was $62,000 for the year ended
June 30, 1996 versus $109,000 for the year ended June 30, 1995. The reduction in
net interest expense is attributed to the reductions in the outstanding debt of
PCPI and an increase in interest income associated with the increased cash being
invested.

During fiscal 1996 and 1995, the Company converted an aggregate of $3,394,000 of
outstanding accounts and notes payable and accrued interest into unregistered
shares of the Company's common and preferred stock. The Company recognized
extraordinary gains on certain issuances of common stock of approximately
$116,000 and $209,000, respectively, representing the difference in the
aggregate conversion price and the market value of the shares on the conversion
date.

During fiscal 1995, the conversion rate under the then outstanding 5%
Convertible Notes was reduced from $1.50 to $0.625. As a result of this
reduction, the Company recognized a non-cash accounting loss in the amount of
$204,000 pursuant to FAS 84 (Statement of Financial Accounting Standards No. 84
- "Induced Conversions of Convertible Debt"). The Notes were converted in
January 1995.

10KSB40 11th Page of 33 TOC 1st Previous Next ↓Bottom Just 11th
DISCONTINUED OPERATIONS
Effective March 24, 1995, the Company sold 81% of its ImageSoft subsidiary.

The Company's discontinued ImageSoft subsidiary (software distribution and
publishing) for the year ended June 30, 1995 had sales of approximately $93,000
and operating expenses of approximately $164,000.

LIQUIDITY AND CAPITAL RESOURCES
During fiscal 1996, PCPI's liquidity improved as the result of the equity
placement of its common stock of approximately $2.5 million and the exercise of
options and warrants of approximately $3.3 million. In addition, the conversion
of over $3.5 million of outstanding debt and other liabilities into equity
during fiscal 1996, 1995 and 1994 had also improved the Company's liquidity. At
June 30, 1996, the Company had working capital of $3,976,000 compared to a
negative working capital of $649,000 as of June 30, 1995. During fiscal 1995 and
the first three quarters of fiscal 1996, the Company had experienced operating
difficulties due to its lack of working capital. The shift in focus toward Adobe
co-development projects presents continuing liquidity problems because, in the
short-term, these activities are net users of working capital. Although the
Company has improved its cash and liquidity, adequate working capital is
necessary to continue the Company's operations, develop its technology licensing
business and to deliver the resulting products to contract customers in an
efficient and timely manner. In addition, as noted above, while the Company has
entered into several contracts with OEM customers for controller development,
there can be no assurance that additional contracts will be obtained for the
development of such controllers, or that the existing contracts will be
completed, or that products will be shipped by the customer that will generate
future royalty and license revenues or that once these products are being
shipped by the Company's customers that they will continue to generate
royalties.

As of June 30, 1996, the unused portion of Prima's restricted line of credit was
$365,000.

PCPI has no material commitments for capital expenditures.

10KSB40 12th Page of 33 TOC 1st Previous Next ↓Bottom Just 12th
ITEM 7.
FINANCIAL STATEMENTS

PAGE

Report of independent accountants. . . . . . . . . . . . . . . . . . . . . 13

Consolidated balance sheet as of June 30, 1996 . . . . . . . . . . . . . . 14

Consolidated statement of operations for the year ended
June 30, 1996 and 1995 . . . . . . . . . . . . . . . . . . . . . 15

Consolidated statement of cash flows for the year ended
June 30, 1996 and 1995 . . . . . . . . . . . . . . . . . . . . . 16

Consolidated statement of shareholders' equity for the year ended
June 30, 1996 and 1995 . . . . . . . . . . . . . . . . . . . . . 17

Notes to consolidated financial statements . . . . . . . . . . . . . . . . 18

10KSB40 13th Page of 33 TOC 1st Previous Next ↓Bottom Just 13th
REPORT OF INDEPENDENT ACCOUNTANTS

TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF PERSONAL COMPUTER PRODUCTS, INC.

We have audited the consolidated balance sheet of Personal Computer Products,
Inc. and its subsidiaries as of June 30, 1996 and the related consolidated
statements of operations, cash flows, and shareholders' equity for the two years
then ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Personal Computer Products, Inc. and its subsidiaries as of June 30, 1996, and
the results of their operations and their cash flows for the two years then
ended in conformity with generally accepted accounting principles.

BOROS & FARRINGTON APC
San Diego, California
August 8, 1996

10KSB40 14th Page of 33 TOC 1st Previous Next ↓Bottom Just 14th
PERSONAL COMPUTER PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
JUNE 30, 1996

--------------------------------------------------------------------------------
ASSETS
--------------------------------------------------------------------------------

Current assets:
Cash $ 4,390,000
Certificate of Deposit 50,000
Accounts receivable, net 1,679,000
Inventories 205,000
Other current assets 48,000
----------
Total current assets 6,372,000

Property and equipment, net 359,000
Prepaid licenses and royalties, net 56,000
Capitalized software, net 23,000
----------
$ 6,810,000
----------
----------
--------------------------------------------------------------------------------

LIABILITIES AND SHAREHOLDERS' EQUITY
--------------------------------------------------------------------------------

Current liabilities:
Accounts payable $ 1,380,000
Accrued expenses 346,000
Deferred revenues 388,000
Notes payable and capital leases 282,000
----------
Total current liabilities 2,396,000
----------

Commitments and contingencies- Note 10

Shareholders' equity:
5% convertible preferred stock
$1,000 PAR VALUE, 7,500 SHARES AUTHORIZED,
2,318 ISSUED AND OUTSTANDING 2,318,000

5% Series B convertible preferred stock
$1,000 PAR VALUE, 117 SHARES AUTHORIZED,
116.2 ISSUED AND OUTSTANDING 1,162,000

Preferred stock
$1,000 PAR VALUE, 2,383 AUTHORIZED,
NO SHARES ISSUED AND OUTSTANDING

Common stock
$.005 PAR VALUE, 50,000,000 SHARES AUTHORIZED,
33,824,955 SHARES ISSUED AND OUTSTANDING 169,000

Paid-in capital 24,756,000
Shareholder loans (8,000)
Accumulated deficit (23,983,000)
----------
Total shareholders' equity 4,414,000
----------
$ 6,810,000
----------
----------
--------------------------------------------------------------------------------

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

10KSB40 15th Page of 33 TOC 1st Previous Next ↓Bottom Just 15th
PERSONAL COMPUTER PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS

[Enlarge/Download Table]

-----------------------------------------------------------------------------------------------
FOR THE YEAR ENDED JUNE 30,
1996 1995
-----------------------------------------------------------------------------------------------

Revenues:
Sales of products $ 8,639,000 $ 13,043,000
Engineering fees 2,379,000 1,097,000
License fees and royalty 603,000 254,000
---------- ----------
11,621,000 14,394,000
---------- ----------

Costs and expenses:
Cost of products sold 7,652,000 11,883,000
Selling, general and administrative 3,206,000 3,149,000
Amortization of capitalized software development costs 233,000 499,000
Cost of engineering fees and research and development 2,135,000 1,283,000
Non-cash restructuring charge 2,058,000
---------- ----------
15,284,000 16,814,000
---------- ----------

Loss from operations (3,663,000) (2,420,000)
---------- ----------
Other income (expense):
Interest, net (62,000) (109,000)
Settlement of license agreements 234,000
Loss on conversion of convertible debt (204,000)
Other (3,000)
---------- ----------
(62,000) (82,000)
---------- ----------
Net loss from continuing operations before provision for
income taxes (3,725,000) (2,502,000)

Provision for taxes 4,000 8,000
---------- ----------
Net loss from continuing operations (3,729,000) (2,510,000)

Discontinued operations:
Loss from operations of discontinued subsidiary (71,000)
Gain on disposal of subsidiary 227,000
---------- ----------
Net loss before extraordinary item (3,729,000) (2,354,000)

Extraordinary gain on the conversion of notes payable into
common stock 116,000 209,000
---------- ----------
Net loss $ (3,613,000) $ (2,145,000)
---------- ----------
Primary loss per common share from continuing operations $ (0.19) $ (0.18)
---------- ----------
---------- ----------
Primary loss per common share before extraordinary item $ (0.19) $ (0.17)
---------- ----------
---------- ----------
Primary loss per common share $ (0.18) $ (0.15)
---------- ----------
Weighted average common shares outstanding 20,735,100 14,799,800

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

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

10KSB40 16th Page of 33 TOC 1st Previous Next ↓Bottom Just 16th
PERSONAL COMPUTER PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS

[Enlarge/Download Table]

---------------------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED JUNE 30,
1996 1995
---------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(3,613,000) $(2,145,000)
ADJUSTMENTS TO RECONCILE NET LOSS TO CASH USED BY OPERATING ACTIVITIES:
Depreciation and amortization of equipment 126,000 121,000
Amortization of capitalized software development costs 233,000 499,000
Amortization of prepaid licenses and royalties 56,000 219,000
Non-cash restructuring charge 2,058,000
Gain on disposal of subsidiary (227,000)
Loss on conversion of convertible debt 204,000
Extraordinary gain on conversion of notes payable into common stock (116,000) (209,000)
Changes in assets and liabilities:
Accounts receivable (429,000) 133,000
Inventories 112,000 691,000
Other current assets (156,000) (1,000)
Accounts payable and accrued expenses 96,000 211,000
Deferred revenues 361,000 (154,000)
---------- ----------
NET CASH USED BY OPERATING ACTIVITIES (1,272,000) (658,000)
---------- ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Prepaid licenses and royalties (169,000) (68,000)
Capital expenditures (311,000) (67,000)
Purchase of certificate of deposit (50,000)
---------- ----------
NET CASH USED BY INVESTING ACTIVITIES (530,000) (135,000)
---------- ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable 125,000 761,000
Repayment of notes payable (525,000) (407,000)
Proceeds from line of credit 255,000 329,000
Repayment of line of credit (406,000) (43,000)
Principal payments under capital lease obligations (19,000) (50,000)
Net proceeds from exercise of employee options and warrants 88,000 275,000
Net proceeds from exercise of warrants 3,272,000
Net proceeds from sale of common stock 2,567,000 88,000
Proceeds from shareholder loans 9,000
Net proceeds from sale of warrants 513,000
---------- ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 5,870,000 962,000
---------- ----------

Net increase in cash 4,068,000 169,000

Cash at the beginning of the year 322,000 153,000
---------- ----------
Cash at the end of the year $4,390,000 $ 322,000
---------- ----------
---------- ----------

NON-CASH FINANCING ACTIVITIES:
Conversion of notes payable to common stock $ 198,000 $1,186,000
---------- ----------
---------- ----------
Conversion of accounts payable and accrued expenses to common stock $ 319,000
----------
----------
Conversion of accrued interest to principal on notes payable $ 54,000 $ 54,000
---------- ----------
---------- ----------
Fixed assets acquired under capital leases $ 28,000 $ 7,000
---------- ----------
---------- ----------
Conversion of accrued interest to common stock $ 12,000 $ 38,000
---------- ----------
---------- ----------
Common stock exercised with loans $ 8,000
----------
----------
Conversion of accounts payable to preferred stock $1,162,000
----------
----------
Common stock options exercised with accounts payable $ 479,000
----------
----------
Conversion of preferred to common stock $ 93,000
----------
----------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest $ 62,000 $ 19,000
---------- ----------
---------- ----------
Cash paid during the period for income taxes $ 4,000 $ 11,000
---------- ----------
---------- ----------

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

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

10KSB40 17th Page of 33 TOC 1st Previous Next ↓Bottom Just 17th
PERSONAL COMPUTER PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

[Enlarge/Download Table]

COMMON STOCK 5% CONVERTIBLE 5% SERIES B CONVERTIBLE
------------ PAID-IN PREFERRED STOCK PREFFERED STOCK
--------------- ---------------
SHARES AMOUNT CAPITAL SHARES AMOUNT SHARES AMOUNT
------ ------ ------- ------ ------ ------ ------

BALANCE AT JUNE 30, 1994 13,451,253 $ 69,000 $15,881,000 2,411 $2,411,000

Exercise of employee stock
options 166,500 1,000 84,000

Exercise of employee
warrants 1,125,366 6,000 864,000

Conversion of preferred
stock 26,427 93,000 (93) (93,000)

Common stock issued on
conversion of notes
payable 1,959,388 8,000 1,192,000

Preferred stock issued on
conversion of accounts
payable 116.2 $ 1,162,000

Private sales of common
stock 700,000 3,000 105,000

Repayment of shareholder
loans

Net loss
---------- ---------- ----------- ----- ----------- ----- ----------
BALANCE AT JUNE 30, 1995 17,428,934 87,000 18,019,000 2,318 2,318,000 116.2 1,162,000

Exercise of employee stock
options 81,700 1,000 95,000

Exercise of warrants 6,133,333 30,000 3,242,000

Common stock issued on
conversion of accounts
payable 880,009 4,000 307,000

Common stock issued on
conversion of notes
payable 294,312 2,000 100,000

Private sales of common
stock 9,006,667 45,000 2,480,000

Sales of warrants 513,000

Net loss
---------- ---------- ----------- ----- ----------- ----- ----------
BALANCE AT JUNE 30, 1996 33,824,955 $ 169,000 $24,756,000 2,318 $ 2,318,000 116.2 $1,162,000
---------- ---------- ----------- ----- ----------- ----- ----------
---------- ---------- ----------- ----- ----------- ----- ----------

[Download Table]

SHAREHOLDER ACCUMULATED
LOANS DEFICIT TOTAL
----- ------- -----

BALANCE AT JUNE 30, 1994 $(9,000) $(18,225,000) $127,000

Exercise of employee stock
options 85,000

Exercise of employee
warrants 670,000

Conversion of preferred
stock

Common stock issued on
conversion of notes
payable 1,200,000

Preferred stock issued on
conversion of accounts
payable 1,162,000

Private sales of common
stock 108,000

Repayment of shareholder 9,000 9,000

Net loss (2,145,000) (2,145,000)
------- ---------- ----------

BALANCE AT JUNE 30, 1995 0 (20,370,000) 1,216,000

Exercise of employee stock
options (8,000) 88,000

Exercise of warrants 3,272,000

Common stock issued on
conversion of accounts
payable 311,000

Common stock issued on
conversion of notes
payable 102,000

Private sales of common
stock 2,525,000

Sales of warrants 513,000

Net loss (3,613,000) (3,613,000)
------- ---------- ----------

BALANCE AT JUNE 30, 1996 $ (8,000) $(23,983,000) $ 4,414,000
------- ---------- ----------
------- ---------- ----------

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

10KSB40 18th Page of 33 TOC 1st Previous Next ↓Bottom Just 18th
PERSONAL COMPUTER PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - THE COMPANY
Personal Computer Products, Inc., a Delaware corporation, and its subsidiaries
("PCPI" or the "Company"), (1) develop and license laser printer technology; (2)
manufacture, market, and distribute laser printer controllers and accessories;
and (3) market and distribute internationally a variety of personal computer
accessory products.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

-PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of PCPI and its only
active subsidiary, Prima International. All significant inter-company accounts
and transactions have been eliminated.

-INVENTORIES

Inventories are valued at the lower of cost or market; cost being determined by
the first-in, first-out method.

-PREPAID LICENSES AND ROYALTIES

Up-front payments for licenses of software and royalties are recorded as prepaid
licenses and royalties. Amortization of prepaid licenses is recorded on a
straight-line basis over estimated useful lives generally ranging from three to
five years, commencing from the date the underlying technology is available for
use by the Company. Amortization of prepaid royalties is recorded based on the
recognition of revenue from the underlying technology.

-PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost. Depreciation, including
amortization of assets recorded under capitalized leases, is generally computed
on a straight-line basis over the estimated useful lives of assets ranging from
three to five years. Amortization of leasehold improvements is provided over the
initial term of the lease, on a straight-line basis.

-REVENUES

Revenue from the sale of products is recognized as of the date shipments are
made to customers. Revenue from long-term software and technology license fees
is recognized once the collection is made, or is "probable" as prescribed in
AICPA Statement of Position 91-1 "Software Revenue Recognition," and there are
no further contractual obligations under the license agreement. Royalties are
recognized upon the sale of such products by the licensee.

The Company currently has development contracts with original equipment
manufacturers ("OEMs") to adapt the Company's software products to the OEMs'
hardware products. Revenues under these contracts are recognized based on the
percentage-of-completion method. Deferred revenue comprises payments received in
advance of revenue to be recognized on such contracts.

-RESEARCH AND DEVELOPMENT

Research and development costs are charged to expense as incurred. The cost of
engineering fee revenue is included as a component of research and development.

-EARNINGS (LOSS) PER COMMON SHARE

Earnings (loss) per common share is based on the weighted average number of
shares of common stock and dilutive common stock equivalents, if any,
outstanding during the period, and is computed after giving effect to the
dividend requirements of the 5% Convertible Preferred Stock ($116,000 and
$118,000 during fiscal 1996 and fiscal 1995, respectively) and the 5% Series B
Convertible Preferred Stock ($58,000 during fiscal 1996). The effect of the
conversion privileges of convertible preferred stock and convertible notes
payable is antidilutive for the periods presented. Accordingly, such effect is
not reflected in the calculation of primary loss per common share.

10KSB40 19th Page of 33 TOC 1st Previous Next ↓Bottom Just 19th
-FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards No. 107 "Disclosures about Fair
Value of Financial Instruments" requires the disclosure of fair value
information about financial instruments, whether or not recognized in the
balance sheet, for which it is practicable to estimate that value. The carrying
value of the financial instruments on the consolidated balance sheet are
considered reasonable estimates of the fair value.

-RECLASSIFICATIONS

Certain amounts in the 1995 consolidated financial statements have been
reclassified to conform to the presentation in the 1996 consolidated financial
statements.

NOTE 2 - CAPITAL RESOURCES AND OPERATING ACTIVITIES
During the past several years and through the first nine months of fiscal 1996,
the Company has been operating with limited resources. During this period, the
Company has suffered continued recurring losses from continuing operations and
had negative working capital of $649,000 as of June 30, 1995. The Company's
liquidity needs during this time have been managed through the conversion of
outstanding debt into equity, and the deferral of compensation and the financing
of certain transactions by the Company's executive management and outside
directors. In order to provide additional incentives to all of the Company's
optionees of the Company's common stock during this time, in October 1995, the
Board of Directors authorized a one-time reduction in the exercise price of
outstanding employee options and warrants to the market value of the Company's
common stock on that date.

During the last six months of fiscal 1996, the Company was successful in closing
equity placements of approximately $3,080,000. In addition, during the fourth
quarter of fiscal 1996, approximately $3,360,000 of options and warrants were
exercised.

NON-CASH RESTRUCTURING CHARGE
In fiscal 1996, based on a shift in business direction and a desire to focus its
resources, the Company reassessed the future benefit of certain "older-
technology" product lines. As a result, the Company took a one-time, non-cash
write-down of $2,058,000 against capitalized software ($937,000), prepaid
licenses and royalties ($583,000), inventories ($204,000) and certain pre-paid
assets ($334,000) to reduce these assets to their net realizable value.

EXTRAORDINARY GAINS
During fiscal 1996 and 1995, the Company converted an aggregate of $3,394,000 of
outstanding accounts and notes payable and accrued interest into unregistered
shares of the Company's common and preferred stock. The Company recognized
extraordinary gains on certain issuances of common stock of approximately
$116,000 and $209,000, respectively, representing the difference in the
aggregate conversion price and the market value of the shares on the conversion
date.

NON-CASH LOSS ON CONVERTIBLE DEBT
During fiscal 1995, the conversion rate under the then outstanding 5%
Convertible Notes was reduced from $1.50 to $0.625. As a result of this
reduction, the Company recognized a non-cash accounting loss in the amount of
$204,000 pursuant to FAS 84 (Statement of Financial Accounting Standards No. 84
- "Induced Conversions of Convertible Debt"). The Notes were converted in
January 1995.

DISCONTINUED OPERATIONS
Effective March 24, 1995, the Company sold 81% of the common stock of its then
wholly-owned subsidiary ImageSoft Incorporated ("ImageSoft"), to ImageSoft's
president in consideration of a $100,000 Promissory Note ("Note"). The Note is
secured by the assets and technologies of ImageSoft and matures on March 24,
2000. The Note bears interest at the annual rate of 7%, payable annually, and
calls for the principal to be paid at maturity. The Note has not been reflected
in the financial statements and a gain will be recognized as the cash payments
are received. As a result of the sale, the Company accounts for its investment
in ImageSoft under the cost method; accordingly, the results of ImageSoft's
operations have been excluded from the consolidated operations from the date of
sale. The Company's remaining 19% investment is recorded at zero.

10KSB40 20th Page of 33 TOC 1st Previous Next ↓Bottom Just 20th
NOTE 3 - COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS

JUNE 30, 1996
-------------
Accounts receivable:
Trade $ 857,000
Less allowance for doubtful accounts (197,000)
----------
660,000
Current license fees and royalties 1,019,000
----------
$1,679,000
----------
----------
Inventories:
Materials and supplies $ 104,000
Finished goods 101,000
----------
$ 205,000
----------
----------
Property and equipment, at cost:
Computers and other equipment $ 894,000
Office furniture and fixtures 198,000
Leasehold improvements 22,000
----------
1,114,000
Less accumulated depreciation and amortization (755,000)
----------
$ 359,000
----------
----------
Accrued liabilities:
Compensation and vacation $ 257,000
Accrued interest 11,000
Other 78,000
----------
$ 346,000
----------
----------

NOTE 4 - NOTES PAYABLE
The following is a summary of the outstanding debt as of June 30, 1996:

PCPI 7% Convertible Note with a director; payable $100,000
on demand; convertible at the market price of $0.31.

Prima International 8% Note with a private investor; 10,000
payable on demand.

Prima International $500,000 Line of Credit; prime 135,000
rate of interest plus 1.5% (9.75% as of June 30
1996); expiring on August 31, 1996; restricted to
finance the inventory purchases for sales to certain
pre-qualified foreign customers; guaranteed under an
agreement with the California Export Finance Office
("CEFO") and PCPI and is secured by substantially all
of the assets of Prima

PCPI capital leases 37,000
----------
Total notes payable and capital leases $ 282,000
----------
----------

As of June 30, 1996, Prima International was in default of the net worth and
profitability covenants under the line of credit.

NOTE 5. PREFERRED STOCK
5% CONVERTIBLE PREFERRED STOCK

Holders of the 5% convertible preferred stock are entitled to receive, when and
as declared by the Board of Directors, but only out of amounts legally available
for the payment thereof, cumulative cash dividends at the annual rate of $50.00
per share, payable semi-annually. Dividends in arrears at June 30, 1996 were
$1,789,000.

The 5% convertible preferred stock is convertible, at any time, into shares of
the Company's common stock, at a price of $3.50 per common share. This
conversion price is subject to certain antidilution adjustments, in

10KSB40 21st Page of 33 TOC 1st Previous Next ↓Bottom Just 21st
the event of certain future stock splits or dividends, mergers, consolidations
or other similar events. During fiscal 1995 a total of 93 shares were converted
into 26,427 shares of common stock.

The Company shall reserve, and keep reserved, out of its authorized but unissued
shares of common stock, sufficient shares to effect the conversion of all shares
of the 5% convertible preferred stock. At June 30, 1996, 662,286 shares of the
Company's unissued common stock had been reserved for conversion.

In the event of any involuntary or voluntary liquidation, dissolution, or
winding up of the affairs of the Company, the 5% convertible preferred
stockholders shall be entitled to receive $1,000 per share, together with
accrued dividends, to the date of distribution or payment, whether or not earned
or declared.

The 5% convertible preferred stock is callable, at the Company's option, at call
prices ranging from $1,050 to $1,100 per share. No call on the 5% convertible
preferred stock was made during fiscal 1996 or 1995.

5% SERIES B CONVERTIBLE PREFERRED STOCK

In January, 1995, the Company designated 117 shares of previously undesignated
Preferred Stock as 5% Series B Convertible Preferred Stock, par value $1,000 per
share with a face value of $10,000 per share ("Series B"). Each share may be
converted into 9,523 shares of the Company's common stock at the conversion rate
of $1.05. The holders of the Series B have a liquidation preference of $10,000
per Series B share over the common shareholders but are junior to the
liquidation preference of the existing 5% Convertible Preferred Stock
shareholders. Holders of the Series B are entitled to receive, when and as
declared by the Board of Directors, but only out of amounts legally available
for the payment thereof, cumulative cash dividends at the annual rate of $500
per share, payable annually.

In January 1995, the Company issued 116.2 shares of the 5% Series B Convertible
Preferred Stock as settlement of accounts payable totaling $1,162,000. Dividends
in arrears at June 30, 1996 were $58,000.

The Company shall reserve, and keep reserved, out of its authorized but unissued
shares of common stock, sufficient shares to effect the conversion of all shares
of the Series B. At June 30, 1996, 1,106,667 shares of the Company's unissued
common stock had been reserved for conversion.

NOTE 6. COMMON STOCK WARRANTS
The Company, from time-to-time, grants warrants to employees, directors, outside
consultants and other key persons, to purchase shares of the Company's common
stock, at an exercise price equal to no less than the fair market value of such
stock on the date of grant. The terms and vesting of these warrants are
determined by the Board of Directors on a case-by-case basis. The following is a
summary of the warrant activity:

SHARES OF
COMMON STOCK
WARRANT PRICES UNDERLYING
PER SHARE WARRANTS
-------------- ------------
June 30, 1994 $0.50 to $1.50 3,893,501

Warrants granted $0.70 to $0.75 250,000
Warrants exercised $0.50 to $0.75 (1,125,366)
-----------
June 30, 1995 $0.60 to $1.50 3,018,135

Warrants granted $0.20 to $1.00 17,212,187
Warrants exercised $0.30 to $0.62 (6,133,333)
Warrants canceled $0.60 to $0.75 (1,753,035)
-----------
June 30, 1996 $0.20 to $1.00 12,343,954
-----------
-----------
Warrants exercisable
June 30, 1996 $0.20 to $1.00 12,274,954

In July 1995, the Company issued to one of its then officers five-year warrants
to purchase an aggregate of 150,000 shares of common stock at $0.20 per share,
the fair market value of the Company's stock on the date the warrants were
granted.

10KSB40 22nd Page of 33 TOC 1st Previous Next ↓Bottom Just 22nd
As discussed in Note 2, in October 1995, the Board of Directors authorized the
exercise price for employee options and warrants to be reduced to the current
market value. Accordingly, an aggregate of 1,753,035 warrants were canceled and
reissued at an exercise price $0.20 per share. In addition, the Company issued
to three of its officers and its two outside directors warrants to purchase an
aggregate of 2,077,300 shares of the Company's common stock. Warrants to
purchase 2,820,335 shares were immediately exercisable; 950,000 were exercisable
on April 12, 1996; and 20,000 each are exercisable on September 22, 1996, 1997
and 1998.

As a result of the aforementioned reduction, one of its executive officers
incurred a liability to the Company under Section 16 of approximately $72,000.
This was subsequently paid, along with interest through the date of payment, to
the Company and has been included as a component of paid-in capital as of
June 30, 1996.

In September 1995, two-year warrants to purchase 200,000 shares of the Company's
unregistered common stock at $0.50 per share was issued to an investor group
that provided the Company loan financing in consideration for $6,000 and a six
month extension to their existing loan. Warrants to purchase 100,000 were
exercisable immediately and the remaining 100,000 warrants were exercisable
after six months.

In September 1995, the Company issued to each of two investors groups that
provided a loan financing, two-year warrants to purchase 30,926 shares (an
aggregate of 61,852 shares) of the Company's unregistered common stock at $0.50
per share. Warrants to purchase 15,463 were exercisable immediately and the
remaining 15,463 warrants were exercisable after six months for each investor
group. All of these warrants were issued in exchange for cash consideration of
approximately $2,000 which management believes approximates their fair market
value

In October 1995, the Company issued as part of a financing, five-year warrants
to purchase 250,000 unregistered shares of the Company's common stock at $0.25
per share.

Between January and April 1996, the Company issued to various consultants
warrants to purchase an aggregate of 2,720,000 shares of the Company's common
stock at prices ranging from $0.30 to $1.00 per share. As of June 30, 1996,
2,620,000 warrants were exercised generating gross proceeds of $1,272,000. The
remaining 100,000 warrants expire in January 2001 and are exercisable at the
price of $1.00 per share.

In January 1996, the Company sold to its Chairman for $500,000 five-year
warrants to purchase 10,000,000 unregistered shares of its common stock at the
rate of $1.00 per share. The warrant contained certain anti-dilution provisions
should the Company issue equity instruments at less than 50% of the exercise
price. In connection with a private placement with various private investors of
approximately $2.5 million, the exercise price of this warrant was subsequently
reduced to $0.60 per share in accordance with this provision. In June 1996,
warrants to purchase 3,333,333 shares were exercised.

NOTE 7. COMMON STOCK OPTIONS
In July 1984 ("1984 Plan"), and in November 1987 ("1988 Plan"), the Company
adopted stock option plans, under which incentive stock options and non-
qualified stock options may be granted to employees, directors, and other key
persons, to purchase shares of the Company's common stock, at an exercise price
equal to no less than the fair market value of such stock on the date of grant,
with such options exercisable in installments at dates typically ranging from
one to not more than ten years after the date of grant.

Under the terms of the 1988 Stock Option Plan, loans may be made to option
holders which permit the option holders to pay the option price, upon exercise,
in installments. A total of 1,060,000 shares of common stock are authorized for
issuance under the 1988 Stock Option Plan.

No shares are available for future issuance under the 1984 Stock Option Plan due
to the expiration of the plan during 1994. Options to acquire 200,844 shares
remained available for grant under the 1988 Plan.

In addition, the Board of Directors, outside the 1984 and 1988 Plans ("Outside
Plan"), grants to employees, directors and other key persons of PCPI or its
subsidiaries options to purchase shares of the Company's common stock, at an
exercise price equal to no less than the fair market value of such stock on the
date of grant. Options are exercisable in installments at dates typically
ranging from one to not more than ten years after the date of grant.

As discussed in Note 2, in October 1995, the Board of Directors authorized the
exercise price for employee options and warrants to be reduced to the current
market value. Accordingly, the exercise price on an

10KSB40 23rd Page of 33 TOC 1st Previous Next ↓Bottom Just 23rd
aggregate of 91,100 and 1,375,000 options under the 1988 and Outside Plans,
respectively, were canceled and reissued at an exercise price of $0.20 per
share.

The following is a summary of the stock option activity:

[Download Table]

SHARES OF COMMON STOCK
UNDERLYING OPTIONS
----------------------
OPTION PRICES 1984 AND 1988 OTHER OPTION PRICES
PER SHARE PLANS OPTIONS PER SHARE
------------- ------------- ------- -------------

June 30, 1994 $0.50 to $1.02 552,325 800,000 $0.72

Options granted $0.33 to $0.53 36,000 600,000 $0.33 to $0.52
Options exercised $0.50 to $0.82 (166,500)
Options canceled $0.50 to $1.02 (61,950) (75,000) $0.52
--------- -----------
June 30, 1995 $0.50 to $1.02 359,875 1,325,000 $0.33 to $0.72

Options granted $0.20 to $1.00 154,100 1,668,000 $0.20
Options exercised $0.20 (9,700) (40,000) $0.20
Options canceled $0.32 to $1.02 (343,008) (1,390,000) $0.20 to $0.72
--------- -----------
June 30, 1996 $0.20 to $1.02 171,267 1,563,000 $0.20
--------- -----------
--------- -----------
Option exercisable
June 30, 1996 $0.20 to $1.02 59,866 718,000 $0.20

In October 1995, outside of the 1984 and 1988 Plans, the Company issued to two
officers of its Prima subsidiary, options to purchase an aggregate of 100,000
shares of PCPI common stock at an exercise price of $0.20 per share, the fair
market value of the Company's common stock on the date of grant. These options
expire in December 1999, with 34,000 exercisable on October 12, 1996 and 1997
and the remaining 32,000 options exercisable on October 12, 1998.

In October 1995, outside of the 1984 and 1988 Plans, the Company issued to
certain employees (one of which was an officer) options to purchase an aggregate
of 193,000 shares of PCPI common stock at an exercise price of $0.20 per share,
the fair market value of the Company's common stock on the date of grant. These
options expire in October 2005, with 23,000 options exercisable immediately,
57,000 exercisable on October 12, 1996 and 1997 and the remaining 56,000 options
exercisable on October 12, 1998.

NOTE 8 - SIGNIFICANT CUSTOMERS, REVENUE DATA, AND CONCENTRATION OF CREDIT RISK
As of and during the year ended June 30, 1996, Narbon Technologies accounted for
27% of consolidated accounts receivable and 4% of total consolidated revenues;
Canon USA accounted for 11% of consolidated accounts receivable and 3% of total
consolidated revenues; Computer 2000 accounted for 8% of consolidated accounts
receivable and 17% of total consolidated revenues; and Modo SRL accounted for 2%
of consolidated accounts receivable and 3% of total consolidated revenues.

As of and during the year ended June 30, 1995, Computer 2000 accounted for 27%
of consolidated accounts receivable and 24% of total consolidated revenues; Modo
SRL accounted for 14% of consolidated accounts receivable and 7% of total
consolidated revenues; and Xerox Corporation accounted for 10% of consolidated
accounts receivable and less than 1% of total consolidated revenues.

The majority of the Company's sales in fiscal 1996 and 1995 were to European
distributors (denominated in U.S. dollars) in the computer peripherals and
accessories market through its wholly-owned subsidiary, Prima.

During the years ended June 30, 1996 and 1995, 84% and 77% of total consolidated
revenues, respectively, were from foreign customers, as reflected in the
following table:

YEAR ENDED JUNE 30,
--------------------------
1996 1995
------------ -----------
Europe $ 6,605,000 $ 8,622,000
Far East 2,784,000 1,742,000
Others 355,000 733,000
------------ -----------
$ 9,744,000 $11,097,000
------------ -----------
------------ -----------

10KSB40 24th Page of 33 TOC 1st Previous Next ↓Bottom Just 24th
The Company typically has not required collateral for its sales. However, it has
required letters of credit or prepayment from time-to-time as deemed necessary.

NOTE 9 - INCOME TAXES
The Company's provision for income taxes is accounted for in accordance with
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes" (FAS 109). FAS 109 requires recognition of deferred tax assets and
liabilities for the expected future tax consequences of events that have been
included in the financial statements or tax returns. Under the FAS 109 asset and
liability method, deferred tax assets and liabilities are determined based upon
the difference between the financial statement and tax bases of assets and
liabilities using the enacted tax rates in effect for the year in which the
differences are expected to reverse. A valuation allowance is then provided for
deferred tax assets which are more likely than not to not be realized.

The provision for income taxes for the years ended June 30, 1996 and 1995
comprises:

YEAR ENDED JUNE 30,
--------------------------
1996 1995
------------ -----------
Current:
State $ 4,000 $ 4,000
Federal
Foreign 4,000
------------ -----------
$ 4,000 $ 8,000
------------ -----------
------------ -----------

The components of deferred income taxes at June 30, 1996 are as follows:

Deferred tax assets:
Federal net operating loss carryforwards $ 5,841,000
State net operating loss carryforwards 644,000
Book reserves and accrued liabilities 1,171,000
Federal general business and other tax credits 517,000
State R&D and other credits 102,000
-----------
8,275,000
Valuation allowance (8,275,000)
-----------
Deferred taxes $ 0
-----------
-----------

The Company's Federal and state net operating loss carryforwards expire in 1997
through 2011. Additionally, the Company's Federal and state research and
development credits expire in 1998 through 2009. During 1991 the Company
sustained a change in ownership as defined in Section 382 of the Internal
Revenue Code; as a result, an annual limitation of approximately $350,000 was
imposed on the utilization of the net operating loss carryforwards generated
prior to the date of change. In addition, Section 383 places a limitation on the
usage of tax credits generated prior to such a change. Subsequent to the date of
the ownership change in 1991, there have been numerous additional equity
issuances; as a result, the Company may have experienced, or could experience in
the future, similar ownership changes, which could result in additional
limitations on the annual utilization of the Company's net operating loss
carryforwards and tax credits generated prior to the new change in ownership.

The provision for income taxes results in an effective rate which differs from
the Federal statutory rate. A reconciliation between the actual tax provision
and taxes computed at the statutory rate follows:

YEAR ENDED JUNE 30,
--------------------------
1996 1995
----------- ----------

Benefit at Federal statutory income tax rate $ (729,000) $(729,000)
Losses for which no current benefit is available 729,000 729,000
State income taxes 4,000 4,000
Foreign income taxes 4,000
--------- ---------
$ 8,000 $ 8,000
---------- ---------
---------- ---------

10KSB40 25th Page of 33 TOC 1st Previous Next ↓Bottom Just 25th
NOTE 10 - COMMITMENTS AND CONTINGENCIES
The Company leases certain equipment under non-cancelable capital leases, which
are included in property and equipment. As of June 30, 1996, the cost and
accumulated amortization of such equipment was $47,000 and $24,000,
respectively.

The Company entered into a non-cancelable agreement to lease its operating
facilities in San Diego, California, for 3 years, commencing February 1, 1996.
The Company has an option which expires on February 1, 1997, to extend the term
of the lease for an additional two years.

Future minimum rental commitments under non-cancelable leases are reflected in
the following table:

YEAR ENDED JUNE 30, CAPITAL LEASES OPERATING LEASES
------------------- -------------- ----------------
1997 $ 26,000 $ 125,000
1998 14,000 133,000
1999 5,000 71,000
-------- ---------
Total minimum lease payments 45,000 $ 153,000
---------
---------
Amount representing interest (8,000)
---------
Net present value of minimum lease pmts. $ 37,000
---------
---------

Total rental expense was approximately $217,000 in fiscal 1996 and $202,000 in
fiscal 1995.

The Company, because of the nature of its business, is from time to time
threatened or involved in legal actions. The Company, after discussion with
legal counsel, does not consider that any of these legal actions now pending
will result in a material adverse effect on the consolidated financial position
or results of operations of the Company and, further, does not consider that any
such proceedings fall outside ordinary, routine litigation incidental to the
business of the Company.

NOTE 11 - RELATED PARTY TRANSACTIONS
A director receives compensation as a consultant to the Company on corporate
matters and investment banking issues. These consulting fees amounted to
$108,000 during fiscal 1996 and 1995. On April 1, 1994, the Company and the
director entered into a five-year consulting agreement for the director to
continue to provide these services payable in monthly installments of $9,000.
During fiscal 1996, approximately $81,000 of accrued consulting fees and $27,000
for accrued directors fees owed to the Director were converted into unregistered
shares of the Company's common stock. During fiscal 1995, approximately $63,000
owed to the Director was converted into common stock through the exercise of
outstanding options.

As discussed in Note 4, one of the Company's directors loaned to the Company an
aggregate of $100,000 with interest at the rate of 7% per year. As of June 30,
1996, borrowing under this Note aggregated $100,000.

10KSB40 26th Page of 33 TOC 1st Previous Next ↓Bottom Just 26th
ITEM 8.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

None

10KSB40 27th Page of 33 TOC 1st Previous Next ↓Bottom Just 27th
PART III
--------------------------------------------------------------------------------

PURSUANT TO GENERAL INSTRUCTION E(3) TO FORM 10-KSB, THE INFORMATION REQUIRED BY
ITEMS 9, 10, 11, AND 12 OF PART III IS INCORPORATED BY REFERENCE FROM THE
COMPANY'S DEFINITIVE PROXY STATEMENT WITH RESPECT TO ITS 1995 ANNUAL MEETING OF
STOCKHOLDERS, TO BE FILED PURSUANT TO REGULATION 14A WITHIN 120 DAYS AFTER JUNE
30, 1995.

ITEM 13.

EXHIBITS, LIST, AND REPORTS ON FORM 8-K

(a) The following exhibit list states, in the case of certain exhibits, a prior
SEC filing which contains the exhibit and from which it is incorporated by
reference.

3(a) Certificate of Incorporation of the Company, as amended, and
currently in effect. See also Item 4(a). (Incorporated by reference to
Exhibit 3(a) to 1988 Form 10-K.)

3(b) Certificate of Amendment of Certificate of Incorporation of the
Company, filed February 8, 1995, as amended, and currently in effect.
(Incorporated by reference to Exhibit 3(b) to 1995 Form 10-K.)

3(c) By-Laws of the Company, as amended, and currently in effect.
(Incorporated by reference to Exhibit 3(b) to 1987 Form 10-K)

4(a) Amended Certificate of Designation of Personal Computer Products,
Inc. with respect to the 5% Convertible Preferred Stock. (Incorporated
by reference to Exhibit 4(d) to 1987 Form 10-K.)

4(b) Amended Certificate of Designation of Personal Computer Products,
Inc. with respect to the 5% Series B Convertible Preferred Stock.
(Incorporated by reference to Exhibit 4(b) to 1988 Form 10-K.)

10(a.1) 1984 Stock Option Plan for the Company. (Incorporated by
reference to Form S-8 Filed October 26, 1984, File No. 2-93993.)

10(a.2) Forms of standard Non-Qualified and Incentive Stock Option
Agreement for 1984 Stock Option Plan. (Incorporated by reference to
Form S-8 filed October 26, 1984, File No. 2-93993.)

10(b.1) 1988 Stock Option Plan for the Company. (Incorporated by
reference to Exhibit 10(g) in 1989 Form 10-K.)

10(b.2) Amendment and Restatement of 1988 Stock Option Plan.
(Incorporated by reference to Exhibit 10(d) to 1991 Form 10-K.)

10(b.3) Forms of standard Non-Qualified and Incentive Stock Option
Agreement for 1988 Stock Option Plan. (Incorporated by reference to
Exhibit 10(e) to 1991 Form 10-K)

10(c) Standard Industrial Lease Multi-Tenant - Modified Net dated
January 24, 1996 between the Company and Bernardo View, Ltd.; addendum
I to lease; addendum II to lease; Addendum III to Lease.

10(d) Reference is made to the various stock options and warrants
granted in 1996 to directors and executive officers as described in
Notes 6 and 7 to the 1996 financial statements. (Incorporated by
reference to Forms S-8 dated February 12, 1996, File Nos. 333-00871,
333-00873 and 333-00879).

10KSB40 28th Page of 33 TOC 1st Previous Next ↓Bottom Just 28th
10(e.1) Executive Employment Agreement, as amended, between the
Company and Edward W. Savarese, dated July 1, 1990 and amended as of
February 25, 1994. (Incorporated by reference to Exhibit 10(k) to 1994
Form 10-KSB).

10(e.2) Compensation Agreement between the Company and Edward W.
Savarese, dated November 16, 1992. (Incorporated by reference to
Exhibit 10(af) to 1993 Form 10-KSB.)

10(f) Compensation Agreement between the Company and Harry J. Saal,
dated November 16, 1992. (Incorporated by reference to Exhibit 10(ad)
to 1993 Form 10-KSB.)

10(g.1) Compensation Agreement between the Company and Irwin Roth,
dated November 16, 1992. (Incorporated by reference to Exhibit 10(ag)
to 1993 Form 10-KSB.)

10(g.2) Consulting Agreement, dated April 1, 1994, between the Company
and Irwin Roth. (Incorporated by reference to Exhibit 10(az) to 1994
Form 10-KSB.)

10(h) Acquisition Agreement for acquisition of Prima International
subsidiary on October 1, 1993. (Incorporated by reference to Exhibit
2.1 to Amendment No. 1 to Form 8K/A dated October 14, 1993.)

10(i.1) Third Party Development Partner License Agreement, effective
October 22, 1993, between the Company and Adobe Systems Incorporated.
(Incorporated by reference to Exhibit 10(ai) to 1994 Form 10-KSB)

10(i.2) Reference Port Appendix No. 1, dated October 22, 1993, to the
Postscript Support Source and Object Code Distribution License
Agreement between Adobe Systems Incorporated and the Company.
(Incorporated by reference to Exhibit 10(aj) to 1994 Form 10-KSB)

10(j) PCPI/APS License Agreement, dated March 28, 1994, between the
Company and Integrated Device Technology, Inc. (Incorporated by
reference to Exhibit 10(ak) to 1994 Form 10-KSB)

10(k) International Sales Representative Agreement, dated October 15,
1993, between the Company and Nippo Ltd. (Incorporated by reference to
Exhibit 10(ao) to 1994 Form 10-KSB).

10(l) Consulting Agreement dated September 17, 1993 between the
Company and Marius A. Robinson. (Incorporated by reference to Exhibit
10(aq) to 1994 Form 10-KSB)

10(m.1) Warrant Purchase Agreement, dated September 17, 1993, between
the Company and Robinson International, Ltd. (Incorporated by
reference to Exhibit 10(ar) to 1994 Form 10-KSB).

10(m.2) Warrant Certificate for 250,000 Warrants to Purchase Shares of
Common Stock of the Company at $1.50 per share, dated September 17,
1993, between the Company and Robinson International, Ltd.
(Incorporated by reference to Exhibit 10(as) to 1994 Form 10-KSB)

10(m.3) Warrant Certificate for 250,000 Warrants to Purchase Shares of
Common Stock of the Company at $1.00 per share, dated September 17,
1993, between the Company and Robinson International, Ltd.
(Incorporated by reference to Exhibit 10(at) to 1994 Form 10-KSB)

10KSB40 29th Page of 33 TOC 1st Previous Next ↓Bottom Just 29th
10(n) PCPI/MEI License Agreement, dated September 30, 1994 between
the Company and Matsushita Electric Industrial Co., Ltd. (Incorporated
by reference to Exhibit 10(aac) to 1994 Form 10-KSB)

10(o) Form of standard Warrant Agreement dated January 3, 1996 issued
to Harry J. Saal as described in Note 6 to the 1996 financial
statements.

10(p) Form of standard Warrant and Consulting Agreement issued to
consultants as described in Note 6 to the 1996 financial statements.
(Incorporated by reference to Form S-8 dated May 9, 1996, File Number
333-03375)

10(q) Compensation Agreement between the Company and Brian Bonar,
dated September 1, 1994.

10(r) Prima International Note and Security Agreement dated April 11,
1995.

21 List of Subsidiaries of the Company

23 Consent of Independent Accountants

Exhibits 10(a.1), (a.2), (b.1), (b.2), (b.3), (d), (e.1), (e.2), (f), (g.1),
(g.2), and (q) are management contracts or compensatory plans or arrangements.

The Company will furnish a copy of any exhibit to a requesting stockholder upon
payment of the Company's reasonable expenses in furnishing such exhibit.

(b) No reports on Form 8-K were filed during the last quarter of fiscal 1996

10KSB40 30th Page of 33 TOC 1st Previous Next ↓Bottom Just 30th
SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

PERSONAL COMPUTER PRODUCTS, INC.

By: EDWARD W. SAVARESE
------------------
Edward W. Savarese
Vice Chairman, President, and
Chief Executive Officer

August 21, 1996

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

HARRY J. SAAL Chairman of the Board of Directors August 21, 1996
-------------
Harry J. Saal

EDWARD W. SAVARESE Vice Chairman of the Board of August 21, 1996
------------------ Directors, President, and Chief
Edward W. Savarese Executive Officer

RALPH R. BARRY Secretary and Chief Financial Officer August 21, 1996
-------------- (PRINCIPAL FINANCIAL OFFICER AND
Ralph R. Barry PRINCIPAL ACCOUNTING OFFICER)

BRIAN BONAR Executive Vice President and Director August 21, 1996
-----------
Brian Bonar

IRWIN ROTH Director August 21, 1996
----------
Irwin Roth

10KSB40 31st Page of 33 TOC 1st Previous Next ↓Bottom Just 31st
INDEX TO EXHIBITS
--------------------------------------------------------------------------------

NUMBER DESCRIPTION OF EXHIBIT PAGE

3(a) Certificate of Incorporation of the Company, as amended, and
currently in effect. See also Item 4(a). (Incorporated by
reference to Exhibit 3(a) to 1988 Form 10-K.). . . . . . . . . . *

3(b) Certificate of Amendment of Certificate of Incorporation of the
Company, filed February 8, 1995. (Incorporated by reference to
Exhibit 3(b) to 1995 Form 10-K.) . . . . . . . . . . . . . . . . *

3(c) By-Laws of the Company, as amended, and currently in effect.
(Incorporated by reference to Exhibit 3(b) to 1987 Form 10-K). . *

4(a) Amended Certificate of Designation of Personal Computer Products,
Inc. with respect to the 5% Convertible Preferred Stock.
(Incorporated by reference to Exhibit 4(d) to 1987 Form 10-K.) . *

4(b) Amended Certificate of Designation of Personal Computer Products,
Inc. with respect to the 5% Series B Convertible Preferred Stock
(Incorporated by reference to Exhibit 4(b) to 1995 Form 10-K.) . *

10(a.1) 1984 Stock Option Plan for the Company. (Incorporated by
reference to Form S-8 Filed October 26, 1984, File No.
2-93993.). . . . . . . . . . . . . . . . . . . . . . . . . . . . *

10(a.2) Forms of standard Non-Qualified and Incentive Stock Option
Agreement for 1984 Stock Option Plan. (Incorporated by reference
to Form S-8 filed October 26, 1984, File No. 2-93993.). . . . . *

10(b.1) 1988 Stock Option Plan for the Company. (Incorporated by
reference to Exhibit 10(g) in 1989 Form 10-K.) . . . . . . . . . *

10(b.2) Amendment and Restatement of 1988 Stock Option Plan.
(Incorporated by reference to Exhibit 10(d) to 1991 Form
10-K.) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . *

10(b.3) Forms of standard Non-Qualified and Incentive Stock Option
Agreement for 1988 Stock Option Plan. (Incorporated by reference
to Exhibit 10(e) to 1991 Form 10-K). . . . . . . . . . . . . . . *

10(c) Standard Industrial Lease Multi-Tenant - Modified Net dated
January 24, 1996 between the Company and Bernardo View, Ltd.;
addendum I to lease; addendum II to lease; Addendum III to
Lease. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

10(d) Reference is made to the various stock options and warrants
granted in 1996 to directors and executive officers as
described in Notes 6 and 7 to the 1996 financial statements.
(Incorporated by reference to Forms S-8 dated February 12, 1996,
File Nos. 333-00871, 333-00873 and 333-00879). . . . . . . . . . *

10(e.1) Executive Employment Agreement, as amended, between the Company
and Edward W. Savarese, dated July 1, 1990 and amended as of
February 25, 1994. (Incorporated by reference to Exhibit 10(k)
to 1994 Form 10-KSB.). . . . . . . . . . . . . . . . . . . . . . *

10(e.2) Compensation Agreement between the Company and Edward W. Savarese,
dated November 16, 1992. (Incorporated by reference to Exhibit
10(af) to 1993 Form 10-KSB.) . . . . . . . . . . . . . . . . . . *

* EXHIBIT IS INCORPORATED BY REFERENCE ONLY AND A COPY IS NOT INCLUDED IN THIS
FILING.

10KSB40 32nd Page of 33 TOC 1st Previous Next ↓Bottom Just 32nd
NUMBER DESCRIPTION OF EXHIBIT PAGE

10(f) Compensation Agreement between the Company and Harry J. Saal,
dated November 16, 1992. (Incorporated by reference to Exhibit
10(ad) to 1993 Form 10-KSB.) . . . . . . . . . . . . . . . . . . *

10(g.1) Compensation Agreement between the Company and Irwin Roth, dated
November 16, 1992. (Incorporated by reference to Exhibit 10(ag)
to 1993 Form 10-KSB) . . . . . . . . . . . . . . . . . . . . . . *

10(g.2) Consulting Agreement, dated April 1, 1994, between the Company
and Irwin Roth. (Incorporated by reference to Exhibit 10(az) to
1994 Form 10-KSB.) . . . . . . . . . . . . . . . . . . . . . . . *

10(h) Acquisition Agreement for acquisition of Prima International
subsidiary on October 1, 1993. (Incorporated by reference to
Exhibit 2.1 to Amendment No. 1 to Form 8K/A dated October 14,
1993.) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . *

10(i.1) Third Party Development Partner License Agreement, effective
October 22, 1993, between the Company and Adobe Systems
Incorporated. (Incorporated by reference to Exhibit 10(ai) to
1994 Form 10-KSB.) . . . . . . . . . . . . . . . . . . . . . . . *

10(j) PCPI/APS License Agreement, dated March 28, 1994, between the
Company and Integrated Device Technology, Inc. (Incorporated by
reference to Exhibit 10(ak) to 1994 Form 10-KSB.). . . . . . . . *

10(k) International Sales Representative Agreement, dated October 15,
1993, between the Company and Nippo Ltd. (Incorporated by
reference to Exhibit 10(ao) to 1994 Form 10-KSB.). . . . . . . . *

10(l) Consulting Agreement dated September 17, 1993 between the Company
and Marius A. Robinson. (Incorporated by reference to Exhibit
10(aq) to 1994 Form 10-KSB.) . . . . . . . . . . . . . . . . . . *

10(m.1) Warrant Purchase Agreement, dated September 17, 1993, between
the Company and Robinson International, Ltd. (Incorporated by
reference to Exhibit 10(ar) to 1994 Form 10-KSB.). . . . . . . . *

10(m.2) Warrant Certificate for 250,000 Warrants to Purchase Shares of
Common Stock of the Company at $1.50 per share, dated September
17, 1993, between the Company and Robinson International, Ltd.
(Incorporated by reference to Exhibit 10(as) to 1994 Form
10-KSB.) . . . . . . . . . . . . . . . . . . . . . . . . . . . . *

* EXHIBIT IS INCORPORATED BY REFERENCE ONLY AND A COPY IS NOT INCLUDED IN THIS
FILING.

10KSB40 Last Page of 33 TOC 1st Previous Next ↓Bottom Just 33rd
NUMBER DESCRIPTION OF EXHIBIT PAGE

10(n) PCPI/MEI License Agreement, dated September 30, 1994 between
the Company and Matsushita Electric Industrial Co., Ltd.
(Incorporated by reference to Exhibit 10(aac) to 1994 Form
10-KSB.) . . . . . . . . . . . . . . . . . . . . . . . . . . . . *

10(o) Form of standard Warrant Agreement dated January 3, 1996 issued
to Harry J. Saal as described in Note 6 to the 1996 financial
statements.. . . . . . . . . . . . . . . . . . . . . . . . . . . 67

10(p) Form of standard Warrant and Consulting Agreement issued to
consultants as described in Note 6 to the 1996 financial
statements. (Incorporated by reference to Form S-8 dated May 9,
1996, File Number 333-03375) . . . . . . . . . . . . . . . . . . *

10(q) Compensation Agreement between the Company and Brian Bonar dated
September 1 , 1994. (Incorporated by reference to Exhibit 10(r)
to 1995 Form 10-KSB).. . . . . . . . . . . . . . . . . . . . . . *

10(r) Prima International Note and Security Agreement dated April 11,
1995. (Incorporated by reference to Exhibit 10(u) to 1995
Form 10-KSB).. . . . . . . . . . . . . . . . . . . . . . . . . . *

21 List of Subsidiaries of the Company. . . . . . . . . . . . . . . 82

23 Consent of Independent Accountants . . . . . . . . . . . . . . . 83

* EXHIBIT IS INCORPORATED BY REFERENCE ONLY AND A COPY IS NOT INCLUDED IN THIS
FILING.

10KSB40	1st Page of 33	TOC	↑Top	Previous	Next	↓Bottom	Just 1st

10KSB40	2nd Page of 33	TOC	1st	Previous	Next	↓Bottom	Just 2nd

10KSB40	3rd Page of 33	TOC	1st	Previous	Next	↓Bottom	Just 3rd

10KSB40	4th Page of 33	TOC	1st	Previous	Next	↓Bottom	Just 4th

10KSB40	5th Page of 33	TOC	1st	Previous	Next	↓Bottom	Just 5th

10KSB40	6th Page of 33	TOC	1st	Previous	Next	↓Bottom	Just 6th

10KSB40	7th Page of 33	TOC	1st	Previous	Next	↓Bottom	Just 7th

10KSB40	8th Page of 33	TOC	1st	Previous	Next	↓Bottom	Just 8th

10KSB40	9th Page of 33	TOC	1st	Previous	Next	↓Bottom	Just 9th

10KSB40	10th Page of 33	TOC	1st	Previous	Next	↓Bottom	Just 10th

10KSB40	11th Page of 33	TOC	1st	Previous	Next	↓Bottom	Just 11th

10KSB40	12th Page of 33	TOC	1st	Previous	Next	↓Bottom	Just 12th

10KSB40	13th Page of 33	TOC	1st	Previous	Next	↓Bottom	Just 13th

10KSB40	14th Page of 33	TOC	1st	Previous	Next	↓Bottom	Just 14th

10KSB40	15th Page of 33	TOC	1st	Previous	Next	↓Bottom	Just 15th

10KSB40	16th Page of 33	TOC	1st	Previous	Next	↓Bottom	Just 16th

10KSB40	17th Page of 33	TOC	1st	Previous	Next	↓Bottom	Just 17th

10KSB40	18th Page of 33	TOC	1st	Previous	Next	↓Bottom	Just 18th

10KSB40	19th Page of 33	TOC	1st	Previous	Next	↓Bottom	Just 19th

10KSB40	20th Page of 33	TOC	1st	Previous	Next	↓Bottom	Just 20th

10KSB40	21st Page of 33	TOC	1st	Previous	Next	↓Bottom	Just 21st

10KSB40	22nd Page of 33	TOC	1st	Previous	Next	↓Bottom	Just 22nd

10KSB40	23rd Page of 33	TOC	1st	Previous	Next	↓Bottom	Just 23rd

10KSB40	24th Page of 33	TOC	1st	Previous	Next	↓Bottom	Just 24th

10KSB40	25th Page of 33	TOC	1st	Previous	Next	↓Bottom	Just 25th

10KSB40	26th Page of 33	TOC	1st	Previous	Next	↓Bottom	Just 26th

10KSB40	27th Page of 33	TOC	1st	Previous	Next	↓Bottom	Just 27th

10KSB40	28th Page of 33	TOC	1st	Previous	Next	↓Bottom	Just 28th

10KSB40	29th Page of 33	TOC	1st	Previous	Next	↓Bottom	Just 29th

10KSB40	30th Page of 33	TOC	1st	Previous	Next	↓Bottom	Just 30th

10KSB40	31st Page of 33	TOC	1st	Previous	Next	↓Bottom	Just 31st

10KSB40	32nd Page of 33	TOC	1st	Previous	Next	↓Bottom	Just 32nd

10KSB40	Last Page of 33	TOC	1st	Previous	Next	↓Bottom	Just 33rd

Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10KSB40’ Filing	Date	First	Last	Other Filings

	3/24/00	19
	1/31/99	7
	10/12/98	23
	9/22/98	22
	10/12/97	23
	9/22/97	22
	2/1/97	25
	10/12/96	23
	9/22/96	22
	8/31/96	20
Filed on:	8/21/96	30		DEF 14A
	8/8/96	13
	8/7/96	1
For Period End:	6/30/96	1	25
	5/9/96	29	33	S-8
	4/12/96	22
	2/12/96	27	31	S-8
	2/1/96	25
	1/3/96	29
	6/30/95	8	27	10-K
	4/11/95	29	33
	3/24/95	11	19
	2/8/95	27	31
	9/30/94	29
	9/1/94	29
	6/30/94	17	23
	4/1/94	25	28
	2/25/94	28	31
	10/22/93	28	32
	10/14/93	28
	10/1/93	28
	9/17/93	28	32
	11/16/92	28
				List all Filings

↑Top

Filing Submission 0000912057-96-018475 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Dalrada Financial Corp – ‘10KSB40’ for 6/30/96

As of: Wednesday, 8/21/96 · For: 6/30/96 · Accession #: 912057-96-18475 · File #: 0-12641

Annual Report — Small Business — [x] Reg. S-B Item 405 — Form 10-KSBFiling Table of Contents

10KSB40 — 10Sb40Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Annual Report — Small Business — [x] Reg. S-B Item 405 — Form 10-KSB
Filing Table of Contents

10KSB40 — 10Sb40
Document Table of Contents