EXTECH CORP
10KSB/A, 1997-05-06
HOTELS & MOTELS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-KSB/A
                                 AMENDMENT NO. 1
(Mark One)
        (x)  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
        For the fiscal year ended              December 31, 1995

        ( )  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
        For the transition period from                 to

            Commission file number          0-1665

                               EXTECH CORPORATION
                 (Name of small business issuer in its charter)

      Delaware                                           36-2476480
 (State or other jurisdiction of                        (I.R.S Employer
 incorporation or organization)                         Identification No.)

  90 Merrick Avenue, East Meadow, New York                11554
 (Address of principal executive offices)               (Zip Code)

Issuer's telephone number    (516) 794-6300

Securities registered under Section 12(b) of the Exchange Act:

     Title of each class              Name of each exchange on which registered
            none

Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, $.01 par value
                                (Title of class)

        Check  whether the issuer (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 disclosure of delinquent filers in response to Item 405 of
Regulation  S-B is not  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.(X)

        State issuer's revenues for its most recent fiscal year: $1,024,057

        State  the   aggregate   market  value  of  the  voting  stock  held  by
non-affiliates  computed by  reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date within
the past 60 days: $729,030 as of March 27, 1996

     (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

        Check whether the issuer has filed all documents and reports to be filed
by  Section  12,  13 or 15(d) of the  Exchange  Act after  the  distribution  of
securities under a plan confirmed by a court. Yes No .

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)
        State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 2,391,367 shares
outstanding as of March 22, 1996

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

<PAGE>

ITEM 13.       EXHIBITS, LIST AND REPORTS ON FORM 8-K

(a)     Exhibits
- ---     --------


Exhibit
Number                Description of Exhibit
- -------               -----------------------               

 3(a)   Certificate of Incorporation, as amended(1)

  (b)   By-laws, as amended(2)

10(a)   Letter of intent, dated February 26, 1996, between Phone America,
        Transcends and the Company.*

10(b)   Agreement, dated July 22, 1988, between the Ports Authority and IAH(1)

10(c)   Resolution of Board of Directors of Ports Authority, dated August 10,
        1994, regarding rental obligation of the Hotel(3)

10(d)   Amended and Restated 1990 Stock Option Plan(1)

10(e)   License and Royalty Agreement, dated July 1991, among the Company, IFTI
        Capital Appreciation Management Corporation, and NPS Products, Inc.(4)

21      Subsidiaries of the Registrant(4)

27      Financial Data Schedule


- --------------
 *      Denotes document previously filed as an exhibit to the Company's Annual
        Report on Form 10-KSB for the year ended December 31, 1995.

(1)     Denotes document filed as an exhibit to the Company's Annual Report on
        Form 10-KSB for the year ended December 31, 1993 and incorporated herein
        by reference.

(2)     Denotes document filed as an exhibit to the Company's Annual Report on
        Form 10-KSB for the year ended December 31, 1989 and incorporated herein
        by reference.

(3)     Denotes document filed as an exhibit to the Company's Annual Report on
        Form 10-KSB for the year ended December 31, 1994 and incorporated herein
        by reference.

(4)     Denotes document filed as an exhibit to the Company's Annual Report on
        Form 10-K for the year ended December 31, 1991 and incorporated herein
        by reference.


(b)     Reports on Form 8-K
- ---     -------------------

        No report on Form 8-K was filed by the Company during the last quarter
        of the fiscal year ended December 31, 1995.

<PAGE>




                                 SIGNATURES
                                 ----------

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


                                         EXTECH CORPORATION


May 6, 1997                              By: /s/ Morton L. Certilman
                                             -----------------------
                                             Morton L. Certilman,
                                             President

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>


<ARTICLE>                     5
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                              Dec-31-1995
<PERIOD-START>                                 Jan-01-1995
<PERIOD-END>                                   Dec-31-1995
<EXCHANGE-RATE>                                1
<CASH>                                         644,956
<SECURITIES>                                   0
<RECEIVABLES>                                  161,201
<ALLOWANCES>                                   69,600
<INVENTORY>                                    7,190
<CURRENT-ASSETS>                               750,634
<PP&E>                                         491,983
<DEPRECIATION>                                 290,293
<TOTAL-ASSETS>                                 965,127
<CURRENT-LIABILITIES>                          297,257
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       23,914
<OTHER-SE>                                     643,396
<TOTAL-LIABILITY-AND-EQUITY>                   965,127
<SALES>                                        0
<TOTAL-REVENUES>                               1,024,057
<CGS>                                          0
<TOTAL-COSTS>                                  798,822
<OTHER-EXPENSES>                               111,234
<LOSS-PROVISION>                               5,195
<INTEREST-EXPENSE>                             0
<INCOME-PRETAX>                                56,905
<INCOME-TAX>                                   5,676
<INCOME-CONTINUING>                            51,229
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   51,229
<EPS-PRIMARY>                                  .02
<EPS-DILUTED>                                  0
        

</TABLE>


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