CANTON INDUSTRIAL CORP
10KSB/A, 1996-05-07
MISCELLANEOUS FABRICATED METAL PRODUCTS
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 FORM 10-KSB/A-2
                                (Amendment No. 2)

     This Form  10-KSB/A-2  is being filed to amend the  previous  amended  Form
10-KSB/A, soley to add the  signature  page  which  was  inadvertantly  ommitted
from the EDGAR version thereof.

(Mark One)

     [X] Annual report under Section 13 or 15(d) of the Securities  Exchange Act
of 1934 (Fee required) for the fiscal year ended December 31, 1995

     [ ] 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 number:  I-9418

                        The Canton Industrial Corporation
                 (Name of Small Business Issuer in Its Charter)

          Nevada                                                     87-0509512
(State or Other Jurisdiction of                                (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

            268 West 400 South, Suite 300, Salt Lake City, Utah 84101
               (Address of Principal Executive Offices) (Zip Code)

                                 (801) 575-8073
                (Issuer's Telephone Number, Including Area Code)

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

Title of Each Class                                        Name of each Exchange
Common Stock ($0.0001 Par Value)                           Boston Stock Exchange

     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 there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B 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]

     The issuer's  total  consolidated  revenues for the year ended December 31,
1995, were $2,049,968.

     The aggregate  market value of the  registrant's  Common Stock,  $0.001 par
value (the only class of voting stock), held by non-affiliates was approximately
$8,705,148  based on the last sale price  thereof  reported on the  consolidated
tape for March 31, 1996.

     At March 31, 1996,  the number of shares  outstanding  of the  registrant's
Common Stock, $0.001 par value (the only class of voting stock), was 6,148,648.

                      DOCUMENTS INCORPORATED BY REFERENCE.
                                      NONE

                                     PAGE 1
<PAGE>
                                   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, this 6th day of May, 1996.

                                       The Canton Industrial Corporation


                                        /s/ Susan S. Waldrop
                                       Susan S. Waldrop, Chief Financial Officer
                                       Secretary Treasurer



     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

/s/ Richard Surber        Chief Executive Officer & Director     May 6, 1996
Richard D. Surber

/s/ Susan S. Waldrop      Chief Financial Officer &              May 6, 1996
Susan S. Waldrop          Secretary-Treasurer

/s/ Philip Lamb           Director                               May 6, 1996
Philip Lamb

/s/ Lorin Pace            Director                               May 6, 1996
Lorin Pace


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