MANAGEMENT TECHNOLOGIES INC
10KSB, 1995-08-15
PREPACKAGED SOFTWARE
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                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                                    FORM 10-KSB


          (Mark One)
                 [X] ANNUAL REPORT UNDER SECTION 13 or 15(d) OF THE
                        SECURITIES ACT OF 1934 (Fee required)
                      FOR THE FISCAL YEAR ENDED APRIL 30, 1995
                                         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                        13-3029797
               ------------
                                                   (I.R.S. Employer
          ------------
            Commission file number                Identification No.)
                    0-17206
          MANAGEMENT TECHNOLOGIES, INC.
          -----------------------------

             (Name of small business
             issuer in its charter)
                    New York
          (State or other jurisdiction
               of incorporation or
                  organization)
                                  630 Third Avenue
                                 New York, New York
                                 ------------------

                      (Address of principal executive offices)
                                         1






                                     10017-6705
                                     ----------

                                     (Zip Code)

            Issuer's telephone number, including area code (212) 983 5620
                                                           --------------


          Securities registered pursuant to Section 12(b) of the Exchange
          Act:
            Title of each class                Name of each exchange on
                                  which registered

          Securities registered pursuant to Section 12(g) of the Exchange
          Act:
                       Common Stock, par value $.01 per share
                      ---------------------------------------

                                  (Title of Class)








                                         2





          Indicate by check mark whether the issuer (1) has filed all
          reports required to be filed by Section 13 or 15(d) of the
          Securities Exchange Act of 1934 during the preceding 12 months
          (or for such shorter period that the registrant was required to
          file such reports), and (2) has been subject to such filing
          requirements for the past 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. [   ]
          State  issuer's  revenues  for  its  most  recent  fiscal  year:
          $18,687,000
          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:  July 31,
          1995: $13,493,225.
          State the number of shares outstanding  of each of the  issuer's
          classes of common equity, as of the latest practicable  date: as
          of July 31, 1995:  15,685,669
          Transitional Small Business Disclosure Format (check one):   Yes
                 No X
          -----     -


                                         3





                                       PART I
          Item 1. Description of Business
               Business Development
          The Registrant (the  ``Company'') was incorporated  in the State
          of New York in 1980.
          Effective November 15, 1993, the  Company acquired a 75%  equity
          interest  in  New  Paradigm   Software  Corporation  (``NPSC'').
          Subsequently, the Company's equity  interest was reduced to  61%
          and its voting rights  to 17.5% at April 30, 1995 due  to other
          equity issuances by NPSC. NPSC  develops and markets a  software
          product that allows different applications running  on different
          hardware and software platforms to share data.
          On July  13,  1994, the  Company  acquired four  companies  from
          Winter Partners  Holding  A.G., Switzerland:    Winter  Partners
          Limited, a  United  Kingdom  company  with  offices  in  London,
          England, Winter  Partners, Inc.,  a United  States company  with
          offices in New York, New York, Winter Partners (Pte)  Limited, a
          Singapore company with offices in Singapore and  Winter Partners
          (HK) Limited,  a Hong  Kong company  with offices  in Hong  Kong
          (collectively, the  ``Winter Partners  subsidiaries '').  Winter
          Partners,  Inc.,  Winter  Partners  (PTE)  Limited,  and  Winter
          Partners (HK) Limited,  were subsequently  renamed MTi  Abraxsys
          Systems, Inc.,  MTi  Abraxsys  (Pte) Limited  and  MTi  Abraxsys
          Systems (HK)  Limited,  respectively.      The  Winter  Partners
          subsidiaries, as  renamed,  are referred  to  as the  ``Abraxsys
          division''

                                         4





          In  addition,  all  shares  issued  and  outstanding  of  Winter
          Partners Information Technology (UK)  Limited, a dormant  wholly
          owned subsidiary of Winter  Partners Limited at the  acquisition
          of the  Winter  Partners  subsidiaries,  were  transferred  from
          Winter  Partners  Limited  to  the  Company.    Winter  Partners
          Information Technology (UK) Limited was subsequently renamed MTi
          Holdings (UK) Limited (``MTi Holdings'').
          Effective January 1, 1995, the Company and MTi Holdings acquired
          all the  issued  and  outstanding shares  in  Digital  Equipment
          Service Industries Solutions  Company (``DESISCo'' subsequently
          renamed MTi  Trading  Systems  Limited  (``MTi Trading ''), from
          Digital  Equipment  International  Limited,  Digital   Equipment
          International bv, Digital Equipment  (Holdings) bv, and  Digital
          Equipment  Co.  Ltd.    MTi  Trading  is  referred  to   as  the
          ``OpenTrade division''.
          The Company's  other wholly  owned  subsidiaries in  the  United
          Kingdom, New  York,  Massachusetts,  Canada  and  Australia  are
          currently inactive.
          The Company's  principal executive  offices are  located at  630
          Third Avenue, New York, New York 10017.  The telephone number is
          (212)  983  5620.   Unless  the   context  otherwise   requires,
          references to the  Company include its  subsidiaries.  The NPSC
          affiliate is accounted for by  the equity method of  accounting.
          The Company develops, markets, licenses, installs, maintains and
          supports  software   products   catering   to   the   needs   of
          international banks and financial institutions.

                                         5





          The Company's principal products   are Abraxsys, IBS-90 and  the
          OpenTrade family  of products.   Abraxsys  and  IBS-90 are  back
          office international banking  software products  running on  mid
          range computer systems.   Abraxsys and  IBS-90 are installed  at
          approximately 75 locations in over 30 countries.   The OpenTrade
          family  of   products  comprises   OpenTrade  and   TradeWizard.
          OpenTrade is  used  by  50 customers  supporting  6,000  trading
          positions. The  Company  also markets  and  licenses a  line  of
          integrated software packages for financial institutions known as
          ManTec  through  an  agent,  Global  Financial  Systems  Limited
          (``GFS'').  The Company  no longer directly  supports its ManTec
          product line.   GFS provides  support to certain  clients.   The
          ManTec product  line runs  on IBM  and IBM-compatible  mainframe
          computers.
               Business of the Registrant
          Product and Services:
          ---------------------

            IBS-90

          IBS-90 is a comprehensive suite of computer programs designed to
          support the  back  office  activities of  banks.    The  product
          provides transaction  processing support  for a  bank's  foreign
          exchange and  money  market  business,  including  various  off-
          balance sheet  instruments  such  as  Forward  Rate  Agreements,
          Interest Rate Swaps, and Repurchase Agreements;  various lending
          activities including  Commercial,  Syndications,  Participations
          and Mortgages; trade finance business, retail or  Demand Deposit
                                         6





          Accounting  business;  funds  transfer  activities  and  general
          ledger and other accounting support.
          IBS-90 was  a fully  developed product  of  the Winter  Partners
          subsidiaries at the  time of their  acquisition by the  Company.
          It was  accounted for  as acquired  software  technology and  is
          being amortized over the estimated 10 year life of the product.
          The  product  offers  multi-lingual  support,  multi-branch  and
          multi-currency processing, right down to profit center level.
          In addition, the  product offers  some front  office support  to
          various functional areas in a bank, the most important  of which
          is teller/cashier support.
          IBS-90 reflects some 20 years of an evolutionary development and
          previous versions  have  been marketed  under  the name  of  IBS
          (International Banking System), and ABS (Arbat Banking System).
          The  product  is  written  in  the  AIMS  computer  language,  a
          derivative of the widely accepted  BASIC language.  The  product
          will run on  any model  of Digital  Equipment Corporation's  VAX
          computer processors,  running  under the  control  of  Digital's
          proprietary operating system VMS.
          IBS-90 was first  marketed late in  1989, and to  date has  been
          licensed to approximately 50 banks.
          From the date  of the Winter  Partners acquisition through  30th
          April,  1995,  the  Company  has   entered  in  7  new   license
          agreements.
            Abraxsys


                                         7





          Abraxsys is  a  complete  redevelopment of  IBS-90  and  is  now
          marketed as MTI's prime offering to banks to  computerize bank's
          back offices.  Abraxsys was a software product in development by
          the  Winter  Partners   subsidiaries  at  the   time  of   their
          acquisition  by  the   Company.     It  had   not  reached   the
          technological feasibility stage at  the time of acquisition  and
          was, therefore, treated  as acquired  research and  development,
          and the associated  costs were  expensed during  the year  ended
          April 30, 1995.
          Abraxsys comprises essentially the same functions as  IBS-90 but
          with many enhancements, particularly  in the processing  support
          offered to a banks trade finance department.
          However, the  most  significant difference  between  IBS-90  and
          Abraxsys is that  Abraxsys is written  in the industry  standard
          'C' language and  runs on  a variety of  hardware platforms  and
          operating systems, the most significant of which is UNIX.   This
          means that Abraxsys  can meet  the market  demand for  so-called
          open systems, which is not true of IBS-90.
          Development of Abraxsys commenced in 1990  and to date over  100
          man years of effort have been involved in the development.
          A  treasury  subset  of  the  product  was  first  announced  in
          September 1993, and the full product availability  was announced
          in October 1994.  To date approximately 9 Abraxsys  systems have
          been licensed,  of which  seven were  signed in  the year  ended
          April 30, 1995.
            OpenTrade

                                         8





          The OpenTrade Platform provides for the management, distribution
          and integration  of information  to a  wide  range of  users  in
          financial institutions.   Predominantly used  as an  integration
          platform  for   applications  requiring   access  to   real-time
          financial information  from  a  variety  of  sources,  OpenTrade
          offers an  open, application  programming interface  (API)  that
          conforms to relevant industry standards.  In addition, OpenTrade
          also  supports  Microsoft's  Windows  Open  System  Architecture
          Extensions for Real Time  (WOSA/XRT) which is steadily  becoming
          an  industry   standard  for   the  integration   of   real-time
          information into  Microsoft  Windows based  applications.    The
          component based architecture of OpenTrade supports a  wide range
          of application  communication  services   including:  real-time,
          transactional, messaging or query  oriented, thus ensuring  that
          information  and  applications  of   all  types  throughout   an
          organization can be integrated in an effective manner.
          OpenTrade was a fully developed product  of DESISCo at the  time
          of its  acquisition by  the Company.  It  was accounted  for  as
          acquired software technology and is, therefore,  being amortized
          over the estimated 10 year life of the product.
          Equally at home  in a Local  or Wide Area  Network (LAN or  WAN)
          OpenTrade  offers  users  a  high  performance,  fault  tolerant
          platform for information  and application  integration.   System
          Management features provide  controls on  access to  and use  of
          information resources  and extensive  real-time and  paper-based


                                         9





          reporting facilities enable managers  to audit system, and  data
          usage.
          Continuously developed since 1979, OpenTrade is currently in use
          at over 50 sites worldwide supporting some 6000 traders.
            TradeWizard
          Developed as a native 32-bit application on  Microsoft's Windows
          NT and using  object oriented technologies,  Object Linking  and
          Embedding (OLE), TradeWizard is an advanced application  for the
          integration  of  information  and  applications  at  the  user's
          desktop.  Whether the information is real-time, supplied  by the
          traditional  information  providers,  is  multimedia  based  and
          sourced  from  other   external  organizations,  or  is   in  a
          documentary format from  within the  organization itself,  users
          can easily display and manipulate the information in  support of
          effective business solution making.
          Designed to assist users  in managing the information  overload,
          TradeWizard is user configurable.   Individual users can  tailor
          the  display  to  their  specific  job  function   and  personal
          preferences.  Able to display and manipulate information  from a
          wide  variety  of   sources,  TradeWizard   is  an   information
          integration  workstation  offering  users  access  to  real-time
          digital and video based data, TV and audio news  services, video
          conferencing, fax and mail services.
          TradeWizzard was a software product in development by DESISCo at
          the time of its acquisition by the Company.  It had  not reached
          the technological feasibility stage  at the time of  acquisition

                                         10





          and  was,   therefore,   treated  as   acquired   research   and
          development, and the associated  costs were expensed during  the
          year ended April 30, 1995.
          First  introduced  early  in   1995  TradeWizard  is   achieving
          widespread acceptance in the OpenTrade user community  with some
          500+ positions already installed.
          TradeWizard is  written in  C++ and  is  available on  Microsoft
          Windows 95,  Windows  NT and  all  major UNIX  operating  system
          platforms.
            ManTec
          ManTec is a suite of computer  programs designed to support  the
          back office functions of banks.  It addresses  substantially the
          same  areas  of  functions  as  IBS-90  Abraxsys.     The  major
          difference with ManTec is that it is designed to run exclusively
          on  IBM  and  IBM-compatible  mainframes.    The  popularity  of
          mainframes in the Company's target markets has  declined rapidly
          over the last few years.
          The Company decided  in July 1994  following the acquisition  of
          the  IBS-90  and  Abraxsys  products,  to  discontinue  directly
          selling and servicing  the ManTec product  line.  This  decision
          was based on the view that the market for 'open' systems such as
          Abraxsys was much  larger and expanding  versus the  contracting
          market for mainframe systems.
          However, in  recognition  that a  small  market exists  for  the
          ManTec  product  it  was  decided  to  allow  an  agent,  Global
          Financial  Systems  Ltd.  (GFS)  based  in  London,  England  to

                                         11





          continue to sell the ManTec product line.  The Company shares in
          any license fees GFS may generate through the ManTec line.
          In the fiscal year ended April 30, 1995, no new  ManTec licenses
          were sold.
          The Company's revenues from transactions in which GFS acted as a
          distributor for the Company were $977,000 and $0 for fiscal 1994
          and 1995, respectively.
          Markets
          -------

          The Company markets  its products to  the international  banking
          area of domestic and  foreign banks. In  the United States,  the
          Company believes there  are approximately 850  banks engaged  in
          international banking activities of sufficient size  to require,
          at least some of the components  of the Company's products.   In
          Europe, the Middle East and the  Far East, the Company  believes
          there are  in excess  of 3,000  banking offices  which form  the
          primary market for the Company's software products.
          Data   processing   has   become   increasingly   important   to
          international banking activities.  Management believes  that the
          market potential  for more  sophisticated software  systems  has
          increased as a result of declining computer hardware prices, the
          high  cost  of  staff  and   the  increasing  need  to   process
          transactions promptly so as to be able to adequately  assess and
          control different types of risks.  At the same  time, management
          believes that  it has  become  increasingly more  difficult  for
          users to  internally develop  the software  necessary for  their
          data processing requirements because of the  substantial expense
                                         12





          and commitment  of personnel  and other  resources necessary  to
          design and maintain such software programs.
          Distribution Methods of the Products and Services
          -------------------------------------------------

          The Company has narrowed its focus to specific  geographic areas
          in which  relatively  greater  interest has  been  expressed  in
          particular products  (although there  can be  no assurance  that
          such focus will translate into sales).  The areas the Company is
          focusing upon include  Western Europe, Eastern  Europe, the  Far
          East and North America.
          The Company primarily relies upon its own direct sales  force to
          achieve sales.  In certain niche markets, the Company  has sales
          agents and/or support agents.  Included among these are  GFS for
          the  ManTec  product,  COMAS  in  Korea  for   Abraxsys,  Systex
          Corporation in Taiwan for Abraxsys and  Idom for the support  of
          IBS-90 in Hungary, the Czech Republic and the Slovak Republic.
          The  Company  expects   to  appoint  a   number  of   additional
          distributors  for  its  OpenTrade  and  TradeWizzard   products,
          primarily to increase sales penetration in certain  countries in
          Western Europe.
          Sources of Revenue
          ------------------

            Software Licensing
          The  Company  generally  licenses   software  products  to   its
          customers for  use under  non-exclusive, 5  to  25 year  license
          agreements.  Pursuant to the Company's standard form  of license
          agreement, the customer  pays a fixed  license fee which  varies

                                         13





          depending  on  the  number  of  users  licensed  to  access  the
          software, and  acquires the  non-transferable and  non-exclusive
          right to use the software at a designated site.  If the customer
          desires to  use the  software at  multiple locations  or to  add
          further users additional  license fees are  required.  The  one-
          time  license  fees  for  the  Company's   application  software
          packages currently range from $100,000 to $2,000,000 per site.
          The Company is dependent for license revenues upon sales of the
          IBS-90, Abraxsys,  Open Trade,  TradeWizard and  ManTec  product
          lines.
            Maintenance

          As part  of the  fixed license  fee for  the Company's  software
          products, customers receive, a  warranty period of typically  90
          days  after  installation,  during  which  period   the  Company
          provides free  maintenance services.    After that  period,  the
          Company offers maintenance services to its customers  based upon
          an annual fee  reflecting the service  provided by the  Company.
          Maintenance fee revenues are recognized on an incremental basis
          over the period of the contract.  The Company warrants  that its
          software will conform with documented specifications.   To date,
          warranty expense has been minimal.
          The Company's maintenance agreements  generally provide for  the
          maintenance by MTI of MTI licensed software at a  specified site
          for a  period of  one to  three years.    Under the  maintenance
          agreements, MTI is required to  correct or replace its  licensed

                                         14





          software and/or provide services necessary to remedy significant
          programming errors attributable to it.   Fees for a single  site
          maintenance agreements may range  from approximately $30,000  to
          $400,000 annually, depending upon the number of licensed users.
          The Abraxsys division  has 60 maintenance  agreements in  force.
          MTi Trading Systems has 75 Maintenance Agreements in force.
            Customer Services
          The company  provides support  services relating  to the  custom
          design and production of  modifications to software products  to
          meet the specific needs of a customer.  In addition, the Company
          offers a  full range  of  customer support  services,  including
          project planning and  management, system installation,  software
          implementation, user training/education,  technical support  and
          documentation and  on-site  engineering.   The  Company  charges
          customers   for   these   services   with   the   exception   of
          documentation.  Customer services fees are recognized as revenue
          as work is performed and invoiced by the Company.
            Third Party Products
          The Company also derives revenues from selling  other companies'
          products.  Such arrangements include sales of both  hardware and
          software.
          a)   Hardware
               --------

          The Company acts as an  Agent for Digital Equipment  Corporation
          and on  some  IBS-90, Abraxsys  and  OpenTrade deals  will  sell
          computer equipment as  an Agent to  the end user.   In the  year

                                         15





          ended  April  30,  1995,  the  company  recognized  $167,000  of
          revenues for sales of hardware, associated with sales of IBS-90.
          The Company is also a Sun Authorized Reseller, representing Sun
          Microsystems.  In  addition the  Company is  also an  Authorized
          Reseller for  IBM.   In the  period  under review,  the  Company
          recognized no revenue in respect of its Agreements with  Sun and
          IBM.
          b)   Software Products:
               -----------------

               i)   Monarque: the Company  represents Treasury  Management
          Systems, Inc. (``TMS'') in the sales  of TMS' Monarque  product.
          Monarque is  complementary to  IBS-90 and  Abraxsys,  supporting
          front-end dealing functions within a bank's  treasury operation.
          In the year ended April 30, 1995, the Company recognized $20,000
          net revenue from its arrangement with TMS.
               ii)  Synergy: MTi Trading Systems is an Authorized Reseller
          for Synergy's range of technical analysis and charting products.
          These   products   complement   the   TradeWizard    information
          integration workstation by  providing specialist  tools for  the
          analysis and  manipulation  of  real-time  information.    Since
          inception (1992)  some  1600  licenses have  been  sold  by  MTi
          Trading Systems.
               iii) Applix:  MTi Trading Systems is an authorized Reseller
          for the  Applix spreadsheet.   The  Applix  spreadsheet is  fast
          becoming the  de  facto  standard for  arithmetic  modeling and
          "what-if" analysis in UNIX based trading rooms and the financial

                                         16





          sector as a whole.  Since  inception, January 1995, 65  licenses
          have been sold.
          Competition
          -----------

          The  financial   institutions   software  industry   is   highly
          competitive.  The  Company believes that  the principal  factors
          affecting  the  marketing  of  software  packages   are  product
          availability, advanced technology, comprehensiveness of  product
          applications, flexibility, ease-of-use  to meet customer  needs,
          software enhancements, maintenance, customer support,  training,
          documentation, efficient use of  computer hardware and  customer
          references.   Price  is  a primary  consideration  to  penetrate
          certain  market  segments,  particularly  smaller  banks   where
          automation may be postponed if its cost is deemed prohibitive.
          The  Company  encounters  its  primary  competition  from  other
          software vendors.
          The Company  competes with  many  companies which  have  greater
          financial resources, more technical personnel and more extensive
          service capabilities than  the Company.   The  market is  highly
          fragmented; however, the Company  views MISYS, Internet  Systems
          Corp.  ("Internet")  IBIS,  Reuters   and  Micrognosis  as   its
          principal industry competitors.  The Company is also  subject to
          substantial competition from  potential customers with  existing
          comprehensive applications software  packages for  international
          banking insofar as such companies  might elect to modify  rather
          than replace existing systems.  The Company's ability to compete
          successfully requires that it continues to develop  and maintain
                                         17





          the necessary  technical proficiency  for easy  assimilation  of
          future  technological  advances,  that  it  continue   to  offer
          marketable and  reliable  applications software  programs  which
          satisfy the information management and competitive  requirements
          of  banks  and  financial  institutions,  and  that  it  provide
          sufficient customer support and related  services, as to any  of
          which there can be no assurance.
          Dependence on few major Customers
          ---------------------------------

          Digital Equipment  Corporation owns  several subsidiaries  which
          act as prime contractors to many of the Company's end customers.
          The Company has no  customers which in  fiscal year ended  April
          30, 1995 contributed 10% or more of the Company's revenues.  The
          Company does  not  consider that  it  is dependent  on  any  one
          customer for its future business success.
          During fiscal 1994, O.K.H.B., Depravna Bank, Banca Nazionale Del
          Lavoro, Algemene Bank Nederland  accounted for 32%, 11%, 15% and
          11%, of the  Company's revenues,  respectively, representing  an
          aggregate of 69% of such revenues.
          Foreign Operations
          ------------------

          In the year ended April 30, 1995, the Company acquired operating
          subsidiaries in the  United Kingdom,  in Singapore  and in  Hong
          Kong.  The Company had no material foreign operations in  fiscal
          1994.
          Subsidiaries outside the  United States account  for 86% of  the
          Company's revenues in the year ended April 30, 1995.

                                         18





          Included in North America revenues for the years ended April 30,
          1995 and 1994  were export  revenues of  $140,000 and  $206,000,
          respectively.
          Research and Development
          ------------------------

          The  Company  continues  to  be  engaged  in  computer  software
          development and improvements of its existing  software products.
          The development of applications software packages for  banks and
          financial institutions is a  continuous process.   Technological
          advances  in  computer  hardware,  systems  software,   industry
          deregulation and  other  regulatory  changes  affecting  banking
          institutions require software modifications  and result in  more
          complex and comprehensive  processing needs.   In the event  the
          Company fails  to  continue  to update  its  product  line,  the
          Company's products may  become obsolete.   The Company  believes
          that its principal  products remain competitive.   However,  the
          Company is  continuing to  engage  in research  and  development
          activities,   principally,   in   the   "open   systems"   area.
          Accordingly,  the  Company   is  committed   to  retaining   and
          developing competitive product lines.
          The Company does  not have  any material  contracts relating  to
          third-party research and development.
          Approximately 45% of the Company's staff, or some 90 people, are
          engaged in developing products.  Of these, nearly 50 are engaged
          in developing OpenTrade  and TradeWizard,  which is  essentially
          funded by the Company.  Some 25 people are engaged in developing
          Abraxsys, again funded by  the Company.  Some  15 people at  any
                                         19





          one time are engaged in developing enhancements to  Abraxsys and
          IBS-90, which are specifically ordered and funded  by particular
          customers.    In the  year ended  April 30,  1995, research  and
          development  expenses  amounted  to  approximately   $5,847,000.
          There was no such cost in the year ended April 30, 1994.
          Employees
          ---------

          As of April 30, 1995 the Company had 195 salaried  employees, as
          compared with 27 employees  as of April 30,  1994.  The  Company
          increased its staff during  the year ended April  30, 1995 as  a
          result of the acquisitions  of the Winter Partners  subsidiaries
          and of the DESISCo subsidiary.  The Company's employees are not
          represented by any  union or other  collective bargaining  unit.
          The Company  believes that  it has  a satisfactory  relationship
          with its employees.
          Trademarks, Copyrights and Licenses
          -----------------------------------

          The Company does not own  any patents, registered trademarks  or
          service marks or  registered copyrights.   The Company  believes
          that rapid  technological  advances  in  the  computer  software
          industry make it  impractical for the  Company to obtain  patent
          protection and  that it  must rely  principally upon  innovative
          software engineering  skills and  contractual safeguards.    The
          Company seeks  to  protect  its  proprietary  software  products
          through restrictions in  its license  agreements which  prohibit
          resale, transfer, disclosure  or reproduction  of the  software,
          except for archival purposes or  to provide back-up copies,  and

                                         20





          which restrict  the customer's  use to  designated  sites.   The
          Company's software cannot be  modified without the source  code,
          which the  Company  keeps secure.    The Company  also  requires
          employees to  enter  into  non-disclosure  agreements  prior  to
          joining the Company.  To date, the Company has not been required
          to enforce the contractual safeguards relating to the use of its
          software.  The Company  also retains exclusive ownership  rights
          to all software  it develops.   Pursuant to the  indemnification
          provisions of  its license  agreements,  the Company  agrees  to
          indemnify customers from losses  resulting from any  third-party
          claims that the  Company's software  infringes upon  proprietary
          rights of such third-party.  The amount of  such indemnification
          is generally limited to  the amount of the  license fee paid  by
          such customer.  To date, there have been no such claims.
          General
          -------

          The Company exited the year ended April 30, 1995 with  a backlog
          of  orders  in  excess  of  $5,000,000,  together   with  signed
          maintenance contracts worth  nearly $6,000,000  in revenues  for
          fiscal 1996.   Its  business   is  not  seasonal, nor  does  the
          Company do any  business with  the United States  nor any  other
          Government.





                                         21





          Item 2.   Description of Properties
          The Company's principal executive offices are located at its 630
          Third Avenue  site  in  New  York  City.    The  Company  leases
          approximately 6,200  square feet  of office  space  from a  non-
          affiliate company.  The annual base rent is $191,075.  The lease
          expires on May 31, 2001.
          In addition,  the Company  sublets approximately  15,300  square
          feet of  office  space  from a  non-affiliated  company  at  335
          Madison Avenue, New  York, New  York.  The  minimum annual  base
          rental is $290,700 under a sublease expiring December  31, 1996.
          The Company's rent was abated during the first six months of the
          sublease, i.e.,  through  August  1993,  and  the  Company  also
          received a $229,700 rebate from the  sub lessor. In November  of
          1993, the Company  entered into a  lease modification  agreement
          for an  additional 15,300  square feet  to office  space for  an
          additional $95,000  per  annum.    The  Company,  in  turn,  has
          subleased this  space to  NPSC, an  affiliated  company.   These
          agreements are  subject  to approval  from  superior  landlords,
          which has not been  granted.  In November  of 1994, the  Company
          subleased its original 15,300 square feet space at  335 Madison
          Avenue to NPSC and  Financial Performance Corp.  (``PC'').  The
          Company does not occupy any of  the space at Madison Avenue  and
          is finalizing the  settlement agreement with  MCI.  The  Company
          and MCI have agreed,  subject to the  execution of a  settlement
          agreement,  that  the  Company's  obligations  to  MCI  will  be
          satisfied in full  by the  payment of  the sum  of $300,000,  of

                                         22





          which approximately $100,000 is posted security, and the balance
          of $200,000 is to be payable over a six month period.
          Pursuant to  a certain  agreement with  Midland Associates,  the
          Company provides two offices free of charge to FPC, currently at
          its Madison Avenue  site.  FPC  has agreed that  if it does  not
          accept two rent free offices at the Company's Third Avenue site,
          that the Company  will no  longer be obligated  to provide  said
          offices rent free.
          In July 1992 the Company entered into a ten-year lease for space
          to be used as  its London sales office.   Annual rent under  the
          lease  is  25,400  British  pounds  or   approximately  $38,000.
          Possession of this space returned to the landlord in the Fall of
          1994.
          By lease dated September 9, 1987, Winter Partners Limited leased
          office space from a non-affiliated company at the  Hop Exchange,
          24a Southwark Street, London, England.   Annual rent is  216,450
          British pounds  or  approximately $347,000.  The  lease  expires
          December 1997.
          By lease dated August 30, 1994,  Winter Partners Pte Ltd  leased
          office space from a non-affiliate  company for a minimum  annual
          consideration of  240,900  Singapore  dollars  or  approximately
          $169,000.  The lease expires August 31, 1997.
          By License Agreement (the ``License'') dated December 22,  1994,
          MTi Holdings leased office  space at Harefield Place,  Uxbridge,
          West London,  England for  an  annual consideration  of  449,040


                                         23





          British pounds, or approximately $719,000.  The lease expires on
          December 31, 1996.

























                                         24





          Item 3.   Legal Proceedings
          1.   Matter involving Barrington Fludgate v. MTI
          Barrington  J.  Fludgate  ("Fludgate"),  a  former  Officer  and
          Director of  the  Company,  commenced  an  action  in  the  U.S.
          District Court for the Southern District of New York against the
          Company, claiming the  Company violated certain  ERISA laws,  in
          addition to  damages claimed  by Mr.  Fludgate  as a  result  of
          breach of his Employment Contract with  MTI.  The Company  moved
          to  dismiss  the  action  on  jurisdictional  grounds   and  was
          successful in its motion to dismiss.   Fludgate had claimed  the
          sum of $1,900,000  in damages, in  addition to other  unspecific
          damages and legal fees.
          As a  result of  the dismissal  by  the Court,  Fludgate  cannot
          proceed in  the District  Court.   On  July 26,  1995,  Fludgate
          commenced an action  in the  New York State  Supreme Court,  New
          York County, claiming breach of contact in violation of New York
          State Labor  Law.   The  action claims  damages  in the  sum  of
          $3,500,000 and additional unspecified damages.  The  Company has
          not as yet interposed an answer to the complaint, as the time to
          answer is August  15, 1995.   The Company believes  it has  both
          technical and substantive meritorious defenses to the claim.
          2.   Claim of  Registration  Rights  for  Unit  Holders  of  the
          Company
          The Company completed a Private Placement of units consisting of
          one (1) share of Common Stock  and three (3) Class "C"  Warrants
          to purchase three (3) shares of Common Stock at $1.19 per share,

                                         25





          on a pre-split basis, in 1993  and 1994.  The Private  Placement
          terms involved  registration rights  to the  Unit Holders  which
          further provided  for the  Company to  use its  best efforts  to
          register the  shares and  the additional  shares underlying  the
          Class "C" Warrants for Unit Holders.   The Company filed a  Form
          S-3 Registration  Statement for  the underlying  shares and  was
          compelled to withdraw the  Registration Statement in April  1995
          with the understanding that it  would refile a new  registration
          for Unit Holders  within a reasonable  time.  A  number of  Unit
          Holders have made claims against the Company, alleging  that the
          Company agreed to afford Unit Holders options to purchase shares
          of  Common  Stock  at  a  below  market  price  as  a   form  of
          compensation to Unit Holders for losses occurring as a result of
          the Company's  not proceeding  with  the Registration  of  their
          shares.
          The Company informed Unit Holders that it would  commence action
          to prepare and file a new form of registration of  their shares;
          however, to-date, the Company has not filed or prepared  to file
          a Registration  Statement, and  a number  of  Unit Holders  have
          claimed damages.  The Company is in the process of preparing and
          proposing a plan to Unit Holders so as to avoid legal  action by
          Unit Holders against the Company.
          3.   Claim of Sharon F. Merrill (`Merrill'')
          Merrill, a stockholder in the Company, received 250,000 shares
          of restricted stock as a result of the acquisition of the shares
          of MTi Merken, Inc. in 1992.  In that regard, the Company agreed

                                         26





          to use its best efforts to register Ms. Merrill's shares within
          180 days from the acquisition date.  A claim has been made that
          the Company  has not used its best efforts and that Ms. Merrill
          has sustained losses as a result of a decline in the price of
          the stock of the Company and, resultantly, Ms. Merrill has
          claimed a loss of $450,000.  The Company's position is that it
          has used its best efforts with respect to the registration of
          the shares owned by Ms. Merrill and that it is not liable for
          any losses claimed by Ms. Merrill.

          The Company is not a party to any other material litigation.
















                                         27





          Item 4.   Submission of Matters to a Vote of Security Holders
                    None.

























                                         28





          Item 5.   Market For  Registrant's  Common  Equity  and  Related
          Stockholder Matters
          The Company's Common  Stock are traded  in the  over-the-counter
          market under  the  National Association  of  Securities  Dealers
          Automated  Quotation  System  (``NASDAQ'')  symbols  MTCI.  The
          Company's Class ``A'' Warrants and Class  ``C'' Warrants expired
          on January 31,  1994.  The  Class ``A''Warrants were  traded in
          the over the counter  market under the  NASDAQ symbol MTCW.  The
          Company's Class  ``C'' Warrants  and   other  warrants  are  not
          publicly traded.   Class ``C'' Warrants and  other warrants  are
          described in Item 7, Note 15.
          On April  28,  1995,  the  Company's  shareholders  resolved  to
          reverse split the Company's issued and outstanding  common stock
          on a one for seven basis.  The reverse split took effect  on May
          15, 1995.
          The following sets forth the high and low closing bid prices for
          Common Stock and Class ``A'' Warrants for the periods  indicated
          as reported by NASDAQ,  adjusted to give effect  to the May  15,
          1995 reverse  split.    Such  prices  represent  prices  between
          dealers without adjustment  for retail  mark-ups, mark-downs  or
          commissions   and   may   not   necessarily   represent   actual
          transactions.


                          Class        Class
                        A Warrants   A Warrants  Common       Common

                                         29





                                                 stock        stock

                           High         Low          High         Low
                           ($)          ($)          ($)          ($)

          May   1-Jul    3 15/16       1 3/4        12 1/4         7
          31, 1993
          Aug   1-Oct     6 9/16       1 5/16       16 5/8       5 1/4
          31, 1993
          Nov   1-Jan      7/16         7/32       11 13/16      6 1/8
          31, 1994
          Feb   1-Apr      n/a          n/a         8 5/16      3 15/16
          30, 1994
          May   1-Jul      n/a          n/a        3 15/16       5 1/4
          31, 1994
          Aug   1-Oct      n/a          n/a         4 3/8        3 9/32
          31, 1994
          Nov   1-Jan      n/a          n/a         4 3/8       1 31/32
          31, 1995
          Feb   1-Apr      n/a          n/a        2 13/32      1 31/32
          30, 1995
          On July 31, 1995 the closing bid prices of the Common  Stock was
          $7/8.
          The approximate number  of stockholders  of record  on July  27,
          1995, was 403, and  a substantial number of  shares are held  in
          ``street-name'' by approximately 3,000 individuals or entities.

                                         30





          The Company  has never  paid any  cash dividends  on its  Common
          Stock.  The Company does not anticipate paying any  dividends in
          the foreseeable future.
























                                         31





          Item 6.   Management's Discussion and Analysis of and Results of
          Operations               Financial Condition
          Results of Operations
            General
          The  Company's  revenue  consists  of  license  fees   from  the
          Company's software products,  which include agency  commissions,
          maintenance fees and customer service fees.
          The Company recognizes revenue for  licensing of its IBS-90  and
          Abraxsys products according to the standards set in Statement of
          Position 91-1   (`SOP-91-1''), and it  is therefore recognizing
          license  fees  as  revenues  upon  delivery,  provided  that  no
          significant vendor  obligations  remain and  collection  of  the
          resulting  receivable  is  deemed   probable.    The   Company's
          contracts with its customers provide for  payment to be made  on
          specified schedules that  may differ  from the  timing by  which
          revenue is recognized.  Billings made in advance of delivery are
          recorded as  deferred income.  The  amount by  which  recognized
          revenue exceeds  billings  to  customer  is  shown  as  unbilled
          accounts receivable.    Revenues from  licensing the  OpenTrade
          product are recognized on the percentage of completion method of
          accounting as costs are incurred  in conformity to the  standard
          set out in Statement of Position 81-1 (`SOP 81-1'')
          The Company's  IBS-90  licenses  with  its  customers  typically
          provide for payments to be made pursuant to specified schedules,
          certain of  which  payments  are  generally  received  prior  to
          delivery to the customer.  Such  payments prior to delivery  are

                                         32





          not recognized by the Company as  revenue, but are reflected  as
          deferred income on the Company's Consolidated Balance Sheet.
          Maintenance fee revenues are recognized proportionately over the
          period of the contract;  the unrecognizable portion is  recorded
          as deferred income.  There was deferred income of  $3,548,000 as
          of April 30, 1995 and  $309,000 as of April 30, 1994.  There was
          no non-current deferred income as of April 30, 1995.
          Customer service  fees  are recognized  as  revenue as  work  is
          performed under the service arrangement.
          The Company's revenues and results of operations are  subject to
          significant fluctuations, depending primarily  on the number  of
          software components delivered in any period.  License fees range
          from $100,000 to $2,000,000 on a  per-site basis. As is  typical
          in the software  industry, maintenance  fees are  a more  stable
          source of revenue.
          Effective April 30, 1994, and in anticipation of the acquisition
          of the  Winter Partners  subsidiaries,  the Company  decided  to
          write down all remaining capitalized software  development costs
          of approximately $2,893,000 related  to then existing  products.
          The write down was taken to  reflect the declining market  place
          for mainframe based systems.
          Starting with the year ended April  30, 1995, costs of  software
          products consist of the cost of third party products resold with
          the Company's products and the amortization of acquired software
          technology.    Other  costs of  software products,  such as  the
          costs of duplicating products from product masters  and physical

                                         33





          packaging of the Company's software, are immaterial.   In fiscal
          1994, costs  of  software  products  consisted  of  the  planned
          amortization of capitalized  software.  The  costs of  providing
          maintenance  and   customer   service  are   allocated   between
          maintenance and  customer service  fees in  proportion to  their
          respective revenues.  Management believes that  such allocations
          are reasonable.
          The   Company    has   additionally    undertaken    substantial
          restructuring in  connection  with    the  Winter  Partners  and
          DESISCo acquisitions,  including a  reduction in  personnel  and
          associated  costs.    A  provision  for  severance  payments  of
          $760,000 has been provided for in the year ended April 30, 1995.
          Effective November 15, 1993, the Company acquired 75% of NPSC in
          transactions  resulting  in   an  investment  of   approximately
          $1,000,000 in cash and other consideration for  1,650,000 shares
          of common stock and  200,000 warrants to  purchase one share  of
          common stock at $6.00 until September 28, 1998.
          NPSC is  engaged in  the development,  marketing, licensing  and
          support of  Copernicus  (TM),  a software  product  that  allows
          different applications that run on different  hardware platforms
          to share data.   As of April 30,  1995 the company maintained  a
          61% ownership  of,  and  a  17.6%  voting  right  in,  NPSC  and
          accounted   for   this   ownership   under   equity   accounting
          conventions.  The  Company has  written down  its investment  in
          NPSC to  zero,  effective  July  31, 1994  and  has  no  further
          financial obligations to NPSC.

                                         34





          The Company incurred a net loss of $12,687,000 in the year ended
          April 30, 1995.   At April  30, 1995 the  Company had a  working
          capital deficiency  of $9,006,000.   The  Company believes  that
          there  is  continued  interest  in  the  existing  products  and
          products in  process  acquired  with  the  Winter  Partners  and
          DESISCo  acquisitions  in   the  marketplace   and  that   these
          acquisitions will ultimately  enhance its  software license  and
          associated  maintenance  and   service  revenues,  although   no
          assurance can be given that this  will be the case.   Historical
          revenues of the Winter Partners subsidiaries  were approximately
          $10,775,000 and $7,855,000 for the twelve months ended April 30,
          1994 and 1993,  respectively.    Historical revenues of  DESISCo
          were 13,228,000 pounds sterling and 14,412,000  pounds sterling,
          or approximately $20,807,644 and $21,769,326 for the years ended
          June 30, 1994 and 1993, respectively.
          The Company continues to seek other consulting relationships and
          business collaborations with third  parties in order to  enhance
          revenues.   In particular,  the  Company is  focusing  marketing
          arrangements  with  hardware  vendors  and/or  joint   marketing
          arrangements with  software vendors,  whose products  complement
          those of the Company.  If revenues from operations do  not prove
          to be sufficient to fund operations of the Company or  to permit
          its continuance as  a going  concern, the Company  will seek  to
          obtain funds  in  the  manner described  under  ``Liquidity and
          Capital Resources''below.
            Comparison of Fiscal Years

                                         35





          During the  fiscal  years ended  April  30, 1995  and  1994  the
          company's  total  revenues  were  $18,687,000  and   $2,320,000,
          respectively.  This increase in revenue is due to  revenues from
          sales of software  products, which increased  to $11,901,000  in
          the year  ended April  30, 1995  from $912,000  in fiscal  1994,
          increased maintenance and customer service fees, which increased
          to $4,556,000 and $2,230,000  in the year  ended April 30,  1995
          from $1,141,000 and $267,000 in the  year ended April 30,  1994,
          respectively.  The increases in revenues from software products,
          maintenance fees and  customer service fees  are largely due  to
          the  revenues  from  newly   acquired  Abraxsys  and   OpenTrade
          subsidiaries.  During the year ended April 30, 1995, the Company
          decided to  discontinue direct  support  of its  ManTec  product
          line. Revenues by category for the Abraxsys subsidiaries and the
          OpenTrade subsidiaries for the periods of July 13, 1994 (date of
          acquisition) to April  30, 1995  and from January  1st (date  of
          acquisition) to April 30, 1995, respectively, are as follows:
                               Software  Maintenan  Customer
                               Products  ce         Service
                    Abraxsys   $8,163,0  $2,140,00  $2,166,00
                               00        0                  0
                    OpenTrade  $3,513,0  $1,794,00    $94,000
                               00        0
          The  Company's  license  revenues  are  subject  to  significant
          fluctuations due to the relatively high cost of license fees, as
          a  result   of  which   one   additional  product   site   could

                                         36





          significantly  affect   revenues.     In   addition,   differing
          installation schedules for different components and systems, may
          result in revenues being recognized at different rates.
          Costs of software  products, consisting of  the amortization  of
          previously capitalized software  development expenses in  fiscal
          1994 and consisting of cost of third party products  resold with
          the Company's  products and  amortization of  acquired  software
          technology in fiscal 1995, were $1,063,000 and $1,076,000 during
          the year ended  April 30,  1995 and  1994, respectively.   As  a
          result of the different  method of allocating  costs to cost  of
          software products, these  costs are not  comparable between  the
          years ended April 30, 1994 and April 30, 1995.
          Costs of  maintenance were  $2,893,000 and  $635,000 for  fiscal
          years 1995  and 1994,  respectively.   The increase  in cost  of
          maintenance is a result of the addition of the Abraxsys, IBS-90,
          and OpenTrade products to the Company's offerings.  The  cost of
          maintenance of the OpenTrade product  from January 1st to  April
          30,  1995  was  approximately  $1,142,000,  while  the  cost  of
          maintenance of the  IBS-90 and Abraxsys  products from July  13,
          1994 to April 30, 1995 was approximately $1,295,000.
          Costs of customer  service fees were  $968,000 and $153,000  for
          the fiscal years 1995 and 1994,  respectively.  The increase  in
          cost of customer  service is  a result  of the  addition of  the
          Abraxsys,  IBS-90,  and  OpenTrade  products  to  the  Company's
          offerings.   The  cost  of  customer  services  related  to  the
          OpenTrade product  from  January  1st  to  April  30,  1995  was

                                         37





          approximately  $60,000,  while  the  cost  of  customer  service
          related to the IBS-90 and Abraxsys  products from July 13,  1994
          to April 30, 1995 was approximately $902,000.
          The Company's selling, general and administrative  expenses were
          $14,035,000 and $4,055,000 for fiscal years ended 1995 and 1994,
          respectively, or 75%  and 175%  of revenue,  respectively.   The
          increase is  mainly  due to  the  acquisition of  new  operating
          companies in  the US,  in the  UK and  in  Singapore during  the
          fiscal year.
          The Company recognized net losses of $12,687,000  and $8,050,000
          in the years ended April 30, 1995 and 1994, respectively, or 68%
          and 350% of gross revenue.   The increase in net loss in  dollar
          terms is primarily due  to an increase in  share of loss in  the
          NPSC affiliate to  $1,112,000 from $403,000  in the years  ended
          April 30,   1995 and  April 30,  1994, respectively  and by  the
          write off of acquired research  and development during the  year
          ended April 30, 1995, in the amount of $8,740,000.
          The Company currently conducts substantially all of its business
          in United States dollars.   As a result  of the Winter  Partners
          and DESISCo acquisitions,  the Company  conducts a  part of  its
          business in  currencies other  than  the United  States  dollar,
          although a  large  part  of the  Company's  business  abroad  is
          conducted in United States  dollars.  Revenue from  subsidiaries
          outside the United States amount to 86% of the Company's revenue
          in the year ended April 30, 1995.


                                         38





          The Company  is not  aware of  any  current or  expected  future
          impact as  a result  of new  tax laws  or the  issuance of  FASB
          statements.
            Liquidity and Capital Resources
          As of    April 30,  1995,  the  Company had  a  working  capital
          deficiency of $9,006,000.
          As of April  30, 1995,  the Company owed  D.H. Blair  Investment
          Banking Corp.(``Blair Banking'') $323,117  plus interest  on an
          8% convertible subordinated notes.  Subsequent to year end, this
          obligation was satisfied by conversion to equity.
          The increase in current assets to  $8,909,000 at April 30,  1995
          from $ 821,000 at  April 30, 1994 reflect  the inclusion of  the
          Abraxsys  and   OpenTrade  businesses   as  a   result  of   the
          acquisitions consummated during the fiscal year.   The Company's
          financial statements include an allowance for  doubtful accounts
          of $961,000 to  reflect the  Company's uncertainty  that it  can
          collect certain accounts receivable.  Although the Company  does
          not anticipate that it will experience significant bad  debts in
          the future, there  can be  no assurance  that this  will be  the
          case.  To the Company's knowledge, only one of its  customers is
          experiencing financial difficulties.
          At April 30,  1995, the Company  had net  operating loss carry-
          forwards for federal income tax purposes in the United States of
          $32,600,000, subject to Internal  Revenue Service review,  which
          are available to offset future  federal taxable income, if  any,
          through 2010 and are subject to annual limitations in use.

                                         39





          In the  year  ended  April  30,  1995,  the  Company  issued  an
          aggregate of  10,569,028 shares  of Common  Stock and  4,010,000
          Warrants to private investors for on aggregate  consideration of
          $20,472,000.
          The Company believes that until such time as it may experience a
          substantially expanded  cash flow  from operations,  it will  be
          required to  seek  alternative  sources  of  funds  for  working
          capital and  to fund  the continuation  of  its development  and
          marketing efforts.  The Company intends, to the  extent required
          to provide working capital and to satisfy all  outstanding debt,
          to continue  to sell  its securities  directly  to investors  in
          private placements  and  it may,  in  the future,    attempt  to
          arrange  an  offering  through  a  private  placement  agent  or
          underwriter.
          The Company's long-term liquidity and its ability to continue as
          a going  concern  will  ultimately  depend  upon  the  Company's
          ability to realize sufficient revenues from operations.










                                         40





            Item 7. Financial Statements

                           MANAGEMENT TECHNOLOGIES, INC.
                                 AND SUBSIDIARIES


                         Consolidated Financial Statements

                              April 30, 1995 and 1994



                    With Independent Auditors' Reports Thereon









                           MANAGEMENT TECHNOLOGIES, INC.
                                 AND SUBSIDIARIES



                                         41





                                 Table of Contents




          Independent Auditors' Reports

          Consolidated Balance Sheet

          Consolidated Statements of Stockholders' Equity

          Consolidated Statements of Operations

          Consolidated Statements of Cash Flows

          Notes to Consolidated Financial Statements











                                         42





          KPMG  Peat Marwick LLP

          345 Park Avenue       
          New York, NY 10154    


               Independent Auditors' Report
               ----------------------------





          The Board of Directors and Stockholders
          Management Technologies, Inc.:


          We have audited the accompanying  consolidated balance sheet of
          Management Technologies, Inc. and subsidiaries as of  April 30,
          1995 and  the  related  consolidated  statement  of operations,
          stockholders' equity, and cash  flows for the  year then ended.
          These consolidated financial statements  are the responsibility
          of the Company's management.  Our  responsibility is to express
          an opinion on these consolidated  financial statements based on
          our audit.



                                         43





          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
          financial  position  of   Management  Technologies,  Inc.   and
          subsidiaries  at  April  30,  1995,  and  the  results  of  its
          operations and  its cash  flows  for  the year  then  ended  in
          conformity with generally accepted accounting principles.


          The  accompanying  financial  statements   have  been  prepared
          assuming that the Company will continue as a going concern.  As
          discussed in Note  3 to  the financial statements,  the Company
          has suffered recurring losses from operations  and at April 30,
          1995, has a working capital  deficiency that raises substantial
          doubt about  its  ability  to  continue  as  a  going  concern.

                                         44





          Management's  plans  in  regard  to   these  matters  are  also
          described in Note 3.   The financial statements  do not include
          any adjustments  that might  result  from the  outcome  of this
          uncertainty.


          August 15, 1995     (Signed)    KPMG PEAT MARWICK LLP

          KPMG   Member firm of Klynveld Peat Marwick Goerdler


















                                         45





                                GOLDSTEIN AND MORRIS
                         CERTIFIED PUBLIC ACCOUNTANTS, P.C
                                  501 FIFTH AVENUE
                               NEW YORK,  N.Y. 10017

          ALBERT M. GOLDSTEIN
          EDWARD B. MORRIS                                  TELEPHONE
          (212) 682-3378
          ALAN J. GOLDBERGER                                FAX (212) 599-
          6438

                 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

          To the Board of Directors and Shareholders
          Management Technologies, Inc.
          New York,  New York


          We have audited the accompanying consolidated balance sheet of
          Management Technologies, Inc. and subsidiaries as at April 30,
          1994 and 1993 and the consolidated statements of changes in
          shareholders' equity, operations and cash flows for the years
          ended April 30, 1994 and 1993.  These financial statements are
          the responsibility of the Company's management.  Our
          responsibility is to express an opinion on these financial
          statements based on our audits.

                                         46






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

          In our opinion the financial statements referred to above
          present fairly, in all material respects, the consolidated
          financial position of Management Technologies, Inc. and
          subsidiaries at April 30, 1994 and 1993 and the results of its
          operations and its cash flows for the years ended April 30, 1994
          and 1993 in conformity with generally accepted accounting
          principles.

          The accompanying financial statements have been prepared
          assuming that the Company will continue as a going concern.  As
          discussed in Note A to the financial statements, the Company has
          incurred substantial losses from operations and as at April 30,
          1994 has a working capital deficiency and a capital deficiency
          that raise substantial doubt about its ability to continue as a

                                         47





          going concern.  Management's plans in regard to these matters
          are also described in Note A.  The financial statements do not
          include any adjustments that might result from the outcome of
          this uncertainty.


          New York,  New York       /s/ Goldstein & Morris
          July 26, 1994



















                                         48






                            MANAGEMENT TECHNOLOGIES, INC.
                                  AND SUBSIDIARIES

                             Consolidated Balance Sheet

                                   April 30, 1995
                                     (in $'000)




          ASSETS
          Current assets:
               Cash                                                     833
               Accounts receivable; billed; net of allowance for      4,655
          doubtful accounts of $473
                                               unbilled; net of       1,618
          allowance for doubtful accounts of $488
               Prepaid expenses and other current assets              1,803

               TOTAL CURRENT ASSETS                                   8,909

          Investment in affiliate                                         -
          Property and equipment, net of accumulated depreciation     1,810
          Intangible assets, less accumulated amortization           14,663
          Other assets                                                1,839

                                         49





          TOTAL ASSETS                                               27,221



          LIABILITIES AND SHAREHOLDERS' EQUITY
          Current liabilities
               Accounts payable                                       2,898
               Accrued expenses                                       4,545
               Taxes payable                                          2,053
               Note payable on acquisition                            3,607
               Deferred income                                        3,632
               Other current liabilities                              1,180

                    TOTAL CURRENT LIABILITIES                        17,915

          Non current note payable on acquisition                     1,766
          Other long term liabilities                                 1,521

                    TOTAL LIABILITIES                                21,202


          Stockholders' equity
              Common stock $.01 par value.  Authorized shares,          140
          200,000,000 issued shares 14,540,169
              Additional paid in capital                             42,472
              Accumulated deficit                                  (36,063)
                                                                          

                                         50





              Foreign currency translation adjustment                 (530)

              Total stockholders' equity                              6,019


               TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY            27,221



                                    The accompanying notes are an
          integral part of these financial statements

















                                         51






                            MANAGEMENT TECHNOLOGIES, INC.
                                  AND SUBSIDIARIES

                   Consolidated Statement of Stockholders' Equity

                             (in $000 except share data)




                                              Additi
                                               onal
                                Common  Stock  paid   Retai  Transl   Total
                                                in     ned    ation
                                stock   amoun capita  Earni  Adjust
                                          t      l     ngs     ment



          Balances at April  2,083,388     21  14,604 (15,326)         (701)
          30, 1993                                  

          Issuance of common    20,911      0     218                   218
          stock for
          compensation and
          services

                                         52






          Sale of common     1,108,316     11    4,554                 4,565
          shares                   

          Issuance of common    46,286      1     304                   305
          stock for
          cancellation of
          indebtedness

          Issuance of common   493,669      7   2,034                 2,041
          stock for                  
          cancellation of
          subordinated notes

          Issuance of common    35,714      0     625                   625
          stock for business
          acquisition

          Shares paid for and  182,857                                    0
          yet to be issued           

          Net loss for the                            (8,050)         (8,050)
          year                                                        


          Balances at April   3,971,141     40  22,339 (23,376)     0  (997)
          30, 1994                                    
                                         53






          Issuance of common
          stock for
          compensation and      84,236      1     285                   286
          services

          Issuance of common
          stock for
          cancellation of       549,05      5     739                   744
          subordinated notes         6

          Issuance of Common 9,935,736     94  19,109                19,203
          Stock                                                        

          Net loss for the                            (12,687)     (12,687)
          year                                           

          Translation                                          (530)  (530)
          adjustment


          Balances at April 14,540,169  140  42,472 (36,063)    (530)  6,019
          30, 1995                



           The accompanying notes are an integral part of these financial

                                         54





                                     statements


























                                         55































                                         56






                            MANAGEMENT TECHNOLOGIES, INC.
                                  AND SUBSIDIARIES

                        Consolidated Statement of Operations

                         Years ended April 30, 1995 and 1994
                                     (in $'000)



                                                              1995     1994

          Revenues
               Software products                            11,901      912
               Maintenance Fees                              4,556    1,141
               Customer service fees                         2,230      267


               Total Revenues                               18,687    2,320


          Cost and expenses
               Cost of software products                     1,063    1,076
               Cost of maintenance                           2,893      635
               Costs of customer service                       968      153
               Selling, general and administrative          14,036    4,055
               Amortization of Goodwill                        409
                                         57





               Write down of program development costs                2,893
               Depreciation                                    571      333
                Restructuring charges                                   655
               Severance costs                                 760
               Acquired research and development             8,740


               Total costs and expenses                     29,440    9,800



          Loss from operations                            (10,753)  (7,480)
                                                                 

          Share of loss in affiliate                       (1,112)    (403)
          Interest expense                                   (822)    (167)

          Net loss                                        (12,687)   (8,050)
                                                                 



          Net loss per share outstanding                    (1.70)   (2.79)

          Weighted average number of common shares      7,445,421  2,886,777
          outstanding                                          


                                         58





           The accompanying notes are an integral part of these financial
                                     statements

























                                         59






                            MANAGEMENT TECHNOLOGIES, INC.
                                  AND SUBSIDIARIES
                        Consolidated Statement of Cash Flows
                     Twelve months ended April 30, 1995 and 1994
                                      (in $000)

                                                              1995     1994
          Cash flow from operating activities             (12,687   (8,050)
              Net income (loss)
                  Adjustments to reconcile net income
                  provided by (used in) operating
                      Write off of purchased research and    8,740
                      Write off investment in affiliate        647
                      Depreciation and amortization          1,183    1,409
                      Amortization of financing costs                   196
                      Write off of property, plan &            102
                      Provision for doubtful accounts          491
                      Accrued interest maturing with long               163
                      Write down of program development               2,893
                      Issuance of stock for compensation                243
                      Changes in assets and liabilities
                          (Increase) Decrease in accounts  (1,633)       99
                          (Increase) Decrease in unbilled  (1,614)
                          (Increase) Decrease in other       (729)      367
                          (Increase) Decrease in other          75        5
                          Increase (Decrease) in accounts    1,521    (199)
                          Increase (Decrease) in accrued     1,599
                          Increase (Decrease) in payroll     1,036    (103)
                          Increase (Decrease) in deferred  (2,902)    (694)
                          Increase (Decrease) in other       (495)
          Net cash provided by (used in) operating         (4,666)  (3,671)
          CashPflowstfrom investingractivities:f cash     (10,944
              Payment for DESISCo net of cash acquired     (5,931)
              Proceeds from sale (acquisition) of fixed        531     (49)
              Investment in affiliate                                 (647)
          Net cash provided (used in) from investing      (16,344     (696)
          CashProceedsofromnnotesgpayableties                3,033
              Repayment of notes payable                     (764)     (60)
              Reduction in bank overdraft                        0     (50)
              Proceeds from issuance of common stock        19,423    4,565
          Net cash provided in financing activities         21,692    4,455
          Effect of exchange rate on cash                     (39)
          INCREASE IN CASH AND CASH EQUIVALENTS                643       88
                                         60





          CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD      190      102
          CASH AND CASH EQUIVALENTS -  END OF PERIOD           833      190


          Supplemental disclosure of cash flow
              Cash paid during the year for interest            53        4
          Non-cash financing activities
              Issuance of common stock for business              0      625
              Issuance of common stock in conversion of          0    2,041
              Issuance of common stock in conversion of        730
              Issuance of common stock for cancellation         66
              Capital lease obligations                        517
           The accompanying notes are an integral part of these financial


















                                         61





           (1)   Summary of Significant Accounting Policies
                 ------------------------------------------


                 Description of Business


                 The primary business  of  Management Technologies , Inc.
                 is   the    development,    installation,    marketing,
                 maintenance  and  support  of  an  integrated  line  of
                 standardized,   international,    banking   application
                 software packages.

                 Following, and as  a result  of the  acquisitions noted
                 below, the  Company  decided  to  discontinue  directly
                 selling and  supporting  its  former  product  known as
                 ManTec.  The  Company is  organized into  two operating
                 divisions  (Abraxsys   Systems  and   Trading  Systems)
                 reflecting the Company's principal product lines.


                 Principles of Consolidation

                 The  consolidated  financial   statements  include  the
                 accounts  of   Management  Technologies,  Inc.  and  its
                 wholly-owned    subsidiaries .        All    significant
                 intercompany  balances   and  transactions   have  been
                 eliminated  in  consolidation.     The  results  of  the

                                         62





                 Company include the operations of its subsidiaries that
                 were  acquired  during  the  course   of  the  year  as
                 follows:-

                       Winter Partners   from July 14, 1994.
                       companies
                       DESISCo           from January 1, 1995.

                 As used  hereafter,   ``Company'' refers  to  Management
                 Technologies Inc.,  and  its  consolidated subsidiaries
                 unless otherwise stated.

                 Revenue Recognition

                 The Company  accounts  for revenue  in  conformity with
                 Statements of Position (SOP) 91-1 and 81-1.

                 In accordance with  SOP 91-1,  revenue from  IBS-90 and
                 Abraxsys license fees are recognized on delivery to the
                 customer,   provided   that   no   significant   vendor
                 obligations remain  and  collection  of  the  resulting
                 receivable is deemed probable.  The Company's contracts
                 with its customers  provide for  payment to be  made on
                 specified schedules that may differ  from the timing by
                 which revenue is recognized.   Billings made in advance
                 of delivery  are  recorded  as  deferred  income.   The

                                         63





                 amount by which recognized  revenue exceeds billings to
                 customers is shown as unbilled accounts receivable.

                 Customer  service  fees   represent  fees   charged  to
                 customers for  modifications  of  standard  software to
                 customer specifications or work charged on the basis of
                 the time spent  on the  task as required  by customers.
                 Such fees  are  billed  to  customers  and  revenue  is
                 recognized as the work is performed.

                 Revenues and  profits  on  delivery  of  the  OpenTrade
                 product are recognized  on the percentage-of-completion
                 method of  accounting as  costs are  incurred  (cost to
                 cost basis)  in conformity  with SOP  81-1.   A prudent
                 estimate is  made of  the profit  attributable  to work
                 completed and  is recognized  once the  outcome  of the
                 contract can be assessed with reasonable certainty.  If
                 the estimate  indicates  a  loss,  the  entire  loss is
                 accrued immediately.   The  amount by  which recognized
                 revenue exceeds  billings  to customers    is  shown as
                 unbilled accounts receivable.

                 Maintenance fees  are  recognized  proportionately over
                 the term  of  the maintenance  agreement.   Maintenance
                 fees that  have  yet  to be  recognized  as  income are
                 recorded as deferred income.

                                         64






                 Foreign currency translation

                 Foreign curr ency transactions and  financial statements
                 of foreign subsidiaries are  translated into US dollars
                 at prevailing or current  rates respectively except for
                 revenues, costs  and  expenses that  are  translated at
                 average current  rates  during  each  reporting period.
                 Gains  and  losses  resulting   from  foreign  currency
                 transactions are included  in income  currently.  Gains
                 and losses resulting from  the translation of financial
                 statements are  excluded from  the statement  of income
                 and are  credited  or charged  directly  to  a separate
                 component of shareholders' equity.

                 Product research and development

                 Costs associated with product research, development and
                 enhancement are recorded as follows:

                      Speculative technical research, usually incurred as
                      input to  discussions related  to product  planning
                      are expensed until the  point at which  the product
                      reaches  technological  feasibility.     Subsequent
                      costs incurred to  the point  where the product  is


                                         65





                      available for general  release to the  customer are
                      capitalized.

                      The costs  of  development specific  to  individual
                      customers and  not  generally applicable  to  other
                      customers are expensed.

                      Development  costs  applicable  to  core  products,
                      which are  predominantly of  a maintenance  nature,
                      are expensed  as  incurred.   Such  development  is
                      generally designed to insure that products are kept
                      up to date with regulatory requirements, accounting
                      policies and banking practices and do not result in
                      new sellable products.

                 Research and  development  expense for  the  year ended
                 April 30, 1995, amounted to $5,847 which is included in
                 selling,  general   and  administrative   expenses.  In
                 addition, the Company had  a one time  charge of $8,740
                 of in-process research  and development as  a result of
                 the acquisitions  and as  discussed in  note 2.   There
                 were no such costs  for the year ended  April 30, 1994.
                 No research  and  development  costs  were  capitalized
                 during the year ended April 30, 1995.



                                         66





                 Property, plant and equipment

                 Property, plant,  and  equipment  are  stated  at cost.
                 Plant and equipment under capital  leases are stated at
                 the present value of minimum lease payments.

                 Plant  and   equipment   under   capital   leases    are
                 depreciated straight line  over the shorter of the lease
                 term or estimated useful life of the assets.

                 Depreciation on  plant and  equipment is  calculated on
                 the straight-line  method  over  the  estimated  useful
                 lives of the assets as follows:


                  Computer Equipment           two to five years
                       Furniture,   fixtures   four to five years
                  and fittings
                       Leasehold               over the minimum period of
                  improvements                 the lease
                       Motor vehicles          four years

                 Income Taxes

                 The Company  conforms to the provisions of Statement  of
                 Financial Accounting Standards No.  109,  Accounting for

                                         67





                 Income Taxes .  Under the asset and liability  method of
                 Statement 109, deferred tax  assets and liabilities are
                 recognized for the future tax consequences attributable
                 to differences between the financial statement carrying
                 amounts of  existing assets  and liabilities  and their
                 respective tax bases and operating  loss and tax credit
                 carry-forwards.   Deferred tax  assets  and liabilities
                 are measured using enacted tax  rates expected to apply
                 to taxable income in the years in which those temporary
                 differences are  expected to  be recovered  or settled.
                 Under Statement 109, the effect  on deferred tax assets
                 and liabilities of a change in  tax rates is recogn ized
                 in income  in the  period that  includes  the enactment
                 date.

                 Income (loss) per common share

                 Income (loss) per common share  is calculated using the
                 weighted average  number of  common  shares outstanding
                 for each period adjusted for incremental shares assumed
                 issued for common stock  equivalents using the treasury
                 stock method,  provided that  the effect  is  not anti-
                 dilutive.

                 Intangibles


                                         68





                 The  Company  recorded  the   fair  value  of  software
                 technology acquired  as  a result  of  the  purchase of
                 Winter Partners  and DESISCo.   Software  technology is
                 amortized straight line over  its estimated useful life
                 of ten years. Amortization expense of acquired software
                 technology is  included  as  a  component  of  cost  of
                 software product.

                 The Company  has  recorded  as  goodwill,  the  cost  in
                 excess of  the fair  value of  net assets  of companies
                 acquired  in  purchase   transactions.     Goodwill  is
                 amortized straight line over fifteen years.

                 The Company annually evaluates  whether the goodwill is
                 fully recoverable based  on undiscounted  projected net
                 cash flows  of the  related businesses.   In  the event
                 that the Company  determines that  unamortized balances
                 of goodwill are not  likely to be  fully recovered, the
                 Company will recognize the consequent impairment of the
                 value of goodwill in its operating results.

          (2)    Acquisitions
                 ------------


                 The Winter Partners companies
                 -----------------------------


                                         69





                 On July 14, 1994, the  Company acquired Winter Partners
                 Limited, Winter  Partners,  Inc,  (subsequently renamed
                 MTi Abraxsys Systems, Inc), Winter Partners Pte Limited
                 (subsequently  renamed   MTi   Abraxsys   Systems   Pte
                 Limited),   and    Winter    Partners    (HK)   Limited
                 (subsequently  renamed   MTi   Abraxsys   Systems  (HK)
                 Limited)  from  Winter   Partners  Holding   AG.    The
                 companies, hereafter referred  to as  the WP companies,
                 formed the international  banking software  division of
                 Winter Partners, a Zurich, Switzerland based company.

                 The Company  paid  a  total  of  $  12,800  for  the WP
                 companies. The Company financed the acquisition through
                 a combination  of cash  from its  own  resources, short
                 term borrowings and proceeds from new share issuances.

                 The transaction was accounted for as  a purchase and on
                 this basis resulted in a one-time  charge of $7,000 for
                 purchased research and development  that was in process
                 at the  date of  acquisition.   The  Company recognized
                 $1,300  in   acquired  software   technology   in  this
                 transaction and  recorded  goodwill  of  $5,270  as the
                 excess of the purchase price over the fair value of the
                 net assets acquired.



                                         70





                 In the  twelve  months  ended April  30,  1994,  the WP
                 companies generated  net  revenues  after  the  cost of
                 products sold of  $ 9,760  and income  before interest,
                 taxes and write-off  of research and  development, of $
                 450.  The Company included in  its results for the year
                 ended  April  30,  1995,  the  results  of  the  Winter
                 Partners companies for  the period  July 14, 1994,(date
                 of acquisition) to  April 30, 1995,  inclusive.  During
                 that period  the  Winter  Partners  companies  recorded
                 revenues of  approximately $  12,500 and  income before
                 interest,  taxes  and   the  write-off   of  in-process
                 research and development of approximately $1,460.

                 The Company has  not yet registered  the acquisition of
                 Winter Partners Limited  with, or  paid the appropriate
                 ad valorem duties to, the regulatory authorities in the
                 United Kingdom.   Accordingly, the  official records in
                 the  UK  continue  to  show  the  ownership  of  Winter
                 Partners Limited  as  Winter Partners  Holding  AG, its
                 former  parent  company.     However,  Winter  Partners
                 Holding has no  further claim against  the Company, nor
                 can it reclaim ownership of Winter Partners Limited.

                 Digital Equipment Service  Industries Solutions Company
                 -------------------------------------------------------

                 Limited
                 -------

                                         71






                 Effective January 1, 1995, the Company acquired  all the
                 issued  and  outstanding  shares  of  Digital  Equipment
                 Service    Industries    Solutions    Company    Limited
                 (``DESISCo'') (subsequently renamed  MTi Trading  Systems
                 Limited)  from   Digital  Equipment   Co.  Limited   and
                 associated companies.

                 The purchase price for DESISCo, hereafter referred to as
                 MTi Trading Systems, was $10,169.  The  Company financed
                 the acquisition  through  a  combination of  short  term
                 borrowings, its own resources,  new share issuances  and
                 deferred payment arrangements.   The Company expects  to
                 meet payments due under the deferred payment arrangement
                 through a  combination of  its  own cash  resources  and
                 proceeds from new share issuances.

                 The transac tion was accounted for as  a purchase and on
                 this basis resulted in a one-time  charge of $1,740 for
                 purchased research and development  that was in process
                 at the  date of  acquisition.   The  Company recognized
                 $3,000  in   acquired  software   technology   in  this
                 transaction and  recorded  goodwill  of  $5,700  as the
                 excess of the purchase price over the fair value of net
                 assets acquired.


                                         72





                 In the  twelve  months  ended  June  30,  1994, DESISCo
                 reported net revenues after  cost of product  sold of $
                 14,000 and losses before interest, taxes and charge for
                 research  and  development,  of   $8,800.  The  Company
                 included in its  results for  the year ended  April 30,
                 1995, the results of MTi Trading Systems for the period
                 January 1,  1995,(date  of  acquisition)  to  April 30,
                 1995,  inclusive.    During  that  period  MTi  Trading
                 Systems recorded revenues  of approximately  $5,400 and
                 income before interest,  taxes and  the charge  for in-
                 process research and development of approximately $185.

                 See also notes 7, 8 and 11.

          (3)    Liquidity
                 ---------


                 The  Company   has   suffered  recurring   losses   from
                 operations and at April 30, 1995, has a  working capital
                 deficiency of $ 9,006.

                 The Company  believes that  until such  time  as it  may
                 experience  a  substantially  expanded  cash  flow  from
                 operations, it  will  be  required to  seek  alternative
                 sources of funds  for working  capital and  to fund  the
                 continuation of its  development and marketing  efforts.
                 The Company intends, to  the extent required to  provide
                                         73





                 working capital and to satisfy all outstanding  debt, to
                 continue to sell its securities directly to investors in
                 private placements.  It  may, in the future,  attempt to
                 arrange an offering through a private placement agent or
                 underwriter.

                 The Company believes  that it  will be  able to  arrange
                 sufficient  debt   and/or  equity   financing  that   it
                 anticipates will,  together  with funds  generated  from
                 operations, be sufficient for the Company's requirements
                 for the coming  year.  There  is, however, no  certainty
                 that it will be successful in making such arrangements.

          (4)    Prepaid expenses and other current assets
                 -----------------------------------------


                 Prepaid  expenses  and  o ther  current  assets  consist
                 principally of prepaid expenses and other items.









                                         74





          (5)    Investment in Affiliated Company
                 --------------------------------


                 The Company owns approximately sixty-one per cent (1994
                 - 68%)  of  New  Paradigm  Software  Corporation,  Inc.
                 (``NPSC''), which  is a  non-public  company engaged  in
                 software development.  The  Company  does  not  have  a
                 controlling voting power  commensurate with  its equity
                 ownership.  The Company accounts  for its investment in
                 accordance with  the equity  accounting  convention and
                 accordingly has fully written off its investment in and
                 advances to NPSC in the year ended April 30, 1995.  The
                 Company  does   not  have   any   additional  financial
                 obligation to  NPSC  and  therefore  has  not  recorded
                 losses in excess of its total investment in NPSC.

                 Summarized financial information  of NPSC  at March 31,
                 1995,(NPSC's fiscal year end)  is shown below  on a 100
                 per cent basis.


                                                       $
                            Current assets           424
                            Non current              628
                            assets
                            Current                (433)
                            liabilities
                                         75





                            Long-term debt       (1,820)
                            Stockholders'        (1,200)
                            equity

                            Revenues                  70
                            Expenses               2,644

                                                      --
                            Net loss             (2,574)
                                                 -------



                 MTI's aggregated investment in and  advances to NPSC at
                 April 30, 1995, and 1994 were $0 and $894 respectively.













                                         76





          (6)    Property, plant and equipment
                 -----------------------------


                 Balances of major classes of  assets and allowances for
                 depreciation and amortization are as follows:

                                                               1995
                                                               ----


                       Computer Equipment                     1,738
                       Leasehold improvement                     90
                       Office Furniture and Equipment            77
                       Automobiles                              450

                                                                  -

                                                              2,355
                       less accumulated  depreciation and       545
                       amortization

                                                                  -
                                                              1,810

                                                                  -




                                         77





          (7)    Intangible Assets
                 -----------------


                 Intangible assets as of  April 30, 1995 are  made up of
                 software products acquired with the Winter Partners and
                 DESISCo businesses and goodwill.

                                                      $
                       Goodwill                  10,566
                       less        accumulated
                       depreciation
                       (1955 of $404)

                       Acquired       software    4,097
                       technology
                       less        accumulated
                       amortization
                       (1995 of $203)

                                                     --
                                                 14,663
                                                 ------



                    See also notes 2, 8 and 11.



                                         78





          (8)    Other assets
                 ------------


                 Other  assets  relate  to  a  receivable  from  Digital
                 Equipment   Co.   Ltd   ( ``igital'')   and   affiliated
                 companies.  Under the  purchase agreement, Digital will
                 repay $ 1,839 (1,143 pounds sterling), the cash held in
                 MTi Trading Systems  immediately prior  to the  date of
                 acquisition,  once  the  Company   has  paid  the  full
                 purchase price for  MTi Trading  Systems.   The Company
                 anticipates making the final payment by 30 June 1996 in
                 accordance with  the terms  of the  purchase agreement,
                 unless a different schedule is agreed with Digital.

                 See also notes 2, 7 and 11.












                                         79





          (9)    Accrued expenses
                 ----------------


                 Accrued expense s include  payroll, severance  and other
                 staff related  liabilities.   The  major  components of
                 accrued expenses are as follows:-
                                                                 $
                           Staff related costs               1,514
                      Accrued  Legal,   professional   and     731
                      other fees
                      Restructuring/severance                1,113
                      Accrue interest                          140
                      Accrued cost of product sold             345
                      Other accrued expenses                   702
                                                               ---

                                                             4,545
                                                             -----



          (10)   Taxes Payable
                 -------------


                 Taxes  payable   comprise   payroll   deductions   plus
                 estimated penalties and interest for late payment.





                                         80





          (11)   Notes payable on acquisition
                 ----------------------------


                 As discussed in  Note 2,  the  Company  has agreed  to a
                 deferred payment  schedule  with  Digital  Equipment in
                 respect of its acquisition of DESISCo.  Interest is due
                 at the rate  of 10% per  annum until the  debt is fully
                 repaid.    Payments  under   this  arrangement  are  as
                 follows:

                                                                         $

                      Due June 30, 1995                              1,998
                      Due December 31, 1995                          1,609
                                                                     -----

                      Total due in less than one year                3,607
                      Due June 30, 1996                              1,766
                                                                     -----

                      Total deferred purchase liability              5,373
                                                                     -----


                 Digital  Equipment  has  agreed,  in  principle,  to  a
                 proposal from the Company  with respect to rescheduling
                 the payment due June  30, 1995.  The  proposal from the
                 Company includes  assignment  of  some  specific  trade
                 receivables, the  proceeds  of which  would  be applied
                 against the outstanding payment.   However, no specific
                 details of the rescheduling have been agreed.

                                         81






                 See also notes 2, 7, and 8.


          (12)   Deferred income
                 ---------------


                 Deferred income consists of the following:-
                                                         $
                      Deferred      maintenance      3,548
                      income
                      Deferred rent benefit             84
                                                        --

                                                     3,632
                                                     -----



                 The  Company  expects  to   recognize  as  revenue  all
                 deferred income within the next fiscal year.

          (13)   Other current liabilities
                 -------------------------


                 Other current liabilities consist of the following:-

                                                        $
                      Notes payable                   634
                      Subordinated  convertible       357

                                         82





                      debt
                      Lease liabilities               189
                                                      ---

                                                    1,180
                                                    -----


                 Subsequent to April 30, 1995, the Company made payments
                 of $  275  on  the  notes  payable.    The  Company  is
                 currently negotiating with the holders of approximately
                 $ 360 of the notes to extend their terms.

                 Subsequent  to   April  30,   1995,   the  subordinated
                 convertible note together with accumulated interest was
                 converted into shares of the Company's common stock.

          (14)   Other long term liabilities
                 ---------------------------


                 Other long term liabilities consist of the following
                                                           $
                      14.75% note due July 11, 1996       923
                      8%  convertible   note  payable     270
                      July 31, 1996
                      Lease liabilities                   328
                                                          ---


                                                         1,521
                                                         -----

                                         83








                 Under the terms of the  original agreement, interest on
                 the 14.75% note was payable on October 1, 1994, January
                 1, 1995, and April 1, 1995.   Repayment of the note was
                 due July 11, 1995.  Further to the Company's failure to
                 pay interest  installments  due  October  1,  1994, and
                 January 1, 1995, by  a new agreement  dated January 23,
                 1995, the term  of the  note was  extended to  July 11,
                 1996, and  the principal  sum increased  to incorporate
                 the  unpaid  interest  installments.    Under  the  new
                 agreement, interest is due on July  1, 1995, October 1,
                 1995, January 1, 1996, April 1,  1996 and July 1, 1996.
                 The new agreement also calls  for payments of principal
                 calculated as  10%  of the  Company's  reported income,
                 before taxes,  for each  fiscal quarter;  such payments
                 are to be  made 90  days after the  end of  each fiscal
                 quarter.   Accordingly,  the  Company  paid  $  102  in
                 principal repayment in respect  of the Company's fiscal
                 quarter ended January  31, 1995.   At August  11, 1995,
                 the Company has not made payment of the interest due on
                 July 1, 1995.

                 Interest on  the 8%  note is  payable  semi-annually on
                 January 31 and  July 31 through  the term  of the note.

                                         84





                 The note is  convertible into  shares of  the Company's
                 common stock at  the holder's  option on or  before the
                 due date of the note; the conversion price being 70% of
                 the market price over the  20 business days immediately
                 preceding  the   date   of   conversion.      The  note
                 automatically converts, on  the same terms,  on the due
                 date.  Of  the initial  sum of  $1,000 borrowed  by the
                 Company, the  holder  elected  to  convert  $  730 plus
                 accrued interest, effective April 30, 1995.

          (15)   Shareholders' Equity
                 --------------------


                 Effective May 15,  1995, the Company  reverse split its
                 common stock on a 1 for 7  basis.  All share data given
                 in these statements  is calculated on  the post reverse
                 split basis.  Any  data given for prior  years has been
                 restated accordingly.

                 (1)          Warrants

                 At April 30, 1995, the Company  has outstanding Class C
                 warrants as follows:

                        Number    of  Exercise    Expiration
                        shares        price       date

                                         85



                          2,696,333     $8.33      February 28,
                                                       1997


                 Each Class C  warrant entitles  the holder  to purchase
                 one share  of common  stock.   The  expiration  date is
                 February 28, 1997.  The warrants  are redeemable at the
                 option of  the  Company  at $  0.35  per  warrant under
                 certain circumstances.

                 The Company has other warrants as follows:

                      Number of shares Exercise      Expiration date
                                       price

                      3,085,714        $1.75         November 4, 1997
                      571,429          $2.10         July 10, 2000
                      95,238           $4.55         none
                      95,238           $4.90         none
                      162,381          $5.25         none







                                         86






                 (2)          Options

                 At April 30, 1995, the  Company had outstanding options
                 as follows:-

                                         Number   Exercise   Not
                                         of       price      e
                                         shares

                   Qualified      Stock
                   Options    Plan    -
                   Employees
                   Shares under  option  26,657   $1.75-     (a)
                   at April 30, 1994              $7.84
                   Granted               0
                   Lapsed                (19,372
                                         )
                   Exercised             (428)
                                         -----

                   Shares under  option  6,857
                   at April 30, 1995

                   Options  exercisable  6,857
                   at April 30, 1995


                                         87





                   Non qualified  Stock                      (b)
                   Options   Plan   for
                   Directors,  Officers
                   and Consultants
                   Shares under  option  245,357  $1.75-
                   at April 30, 1994              $8.75
                   Granted               307,428
                   Lapsed                (120,357)
                                         
                   Reclassified          (64,228)
                                         
                   Exercised             (128,857)
                                         -------


                   Shares under  option  239,343
                   at April 30, 1995

                   Options  exercisable  235,771
                   at April 30, 1995


                   Non qualified  Stock
                   Options Plan for Key
                   Employees
                   Shares under  option  76,585   $1.75-
                   at April 30, 1994              $15.75

                                         88





                   Granted               57,142
                   Lapsed                (42,857)
                                         
                   Reclassified          64,228
                   Exercised             (14,285)
                                         -------


                   Shares under  option  140,813
                   at April 30, 1995

                   Options  exercisable  65,236
                   at April 30, 1995

                   Other Options                             (d)
                   Warrants under      600,000
                   option at April  30,
                   1994
                   Granted               -
                   Lapsed                -
                   Exercised             -
                   Warrants under      600,000
                   option at April  30,
                   1995

                 (a)          The  Company  adopted   a  qualified  stock
                 option plan  under  which the  granting  of  options to

                                         89





                 purchase up  to 8,000,000  shares has  been authorized.
                 The exercise price of the options  is determined by the
                 Option's Committee appointed by the Board of Directors,
                 but can be no less than 85% of the fair market value of
                 the Company's stock on the date  the option is granted.
                 The maximum  period  during which  each  option  may be
                 exercised cannot  exceed five  years from  the  date of
                 grant.

                 (b)          The Company adopted  a non  qualified stock
                 option plans  for directors,  officers  and consultants
                 under which the granting  of options to  purchase up to
                 15,000,000 shares  has been  authorized.   The exercise
                 price of  the  options is  determined  by  the Option's
                 Committee appointed  by the  Board of  Directors.   The
                 maximum  period  during   which  each   option  may  be
                 exercised cannot  exceed five  years from  the  date of
                 grant.

                 (c)          The Company adopted  a non  qualified stock
                 option plans for key employees under which the granting
                 of options to purchase up to 10,000,000 shares has been
                 authorized.   The  exercise  price  of  the  options is
                 determined by the  Option's Committee  appointed by the
                 Board of Directors.   The  maximum period  during which


                                         90





                 each option may  be exercised cannot  exceed five years
                 from the date of grant.

                 (d)          The  Company  has  issued  options  to  two
                 former officers of the Company in connection with their
                 employment and severance arrangements.  The Company has
                 issued an option to purchase the Company's common stock
                 and Class ``C'' warrants to an investor. The Company has
                 600,000 outstanding options  for C  warrants.   Of this
                 total, 428,572 options  entitle the  holder to purchase
                 142,857 units made up of 1  share of common stock and 3
                 Class C warrants  at $7.00  per unit.   The  balance of
                 171,428 options  entitle  the holders  to  purchase one
                 Class C warrant at $3.01 per warrant.

                 (3)          Conversion shares

                 The Company has 307,186 shares issuable upon conversion
                 of certain debt.

          (16)   Leases
                 ------


                 The  Company  has   various   non  cancelable  operating
                 leases, primarily for   leasehold premises,  that expire
                 over the  next  three   to five   years.   These  leases
                 generally contain renewal  options for  periods ranging
                                         91





                 from three to five years and require the Company to pay
                 all costs such as maintenance and insurance.

                 Future minimum  lease  payments  under  non  cancelable
                 operating leases (with initial or remaining lease terms
                 in excess of one year) and future minimum capital lease
                 payments as of April 30, 1995, are:

                                          Operating  Capital
                                           leases    lease
                                              $       $
                   Year ended April 30
                                     1996     1,259    194
                                     1997     1,029    152
                                     1998       449    118
                                     1999       207     62
                                     2000       207      3

                   Later  years  through          0
                   2001

                   Total minimum lease        3,151    529
                   payments


                                         92








                 Rental expense under  operating leases was  $ 1,337 net
                 of sublease income of  $66 in the year  ended April 30,
                 1995, and $ 270 in the year ended April 30, 1994.

          (17)   Income Taxes
                 ------------


                 At  April 30, 1995, the Company  had net operating  loss
                 carry-forwards for federal  income tax  purposes  in the
                 United States   of  $ 32,600  which, subject  to  I.R.S.
                 review, will  be   available to  offset  future  federal
                 taxable income, if any, through 20 10 and are subject to
                 annual limitations in use.

                 The Company has provided a valuation allowance equal to
                 the estimated future benefit to be derived from the net
                 operating loss carry forward as it  is more likely than
                 not that the losses will not be utilized.






                                         93





          (18)   Pension Benefits
                 ----------------


                    Effective May 1, 1992 the Company commenced a non-
                 employer contributory 401(k) plan.

                 MTi Abraxsys Systems, Inc., a wholly owned subsidiary of
                 the Company, has a 401(k) savings plan for its
                 employees.  MTi Abraxsys Systems, Inc. contributes 25%
                 of the employee's contribution up to 6% of the
                 employee's salary.

                 The employees of the Company's subsidiaries in the UK
                 are entitled to receive additional compensation
                 equivalent to 7% of their annual base salaries in lieu
                 of any other pension provision by the Company.

                 The Company's Singapore subsidiary contributes to the
                 Government of Singapore Central Provident Fund in
                 respect of all employees.  The rates paid during the
                 year ended April 30, 1995, varied between 18.5% and 20%
                 of the employees' gross compensation subject to monthly
                 maximum payments.

                 The aggregated  payments  for  pension  and  equivalent
                 benefits during the year  ended April 30,  1995, were $

                                         94





                 431.  There were no such costs for the year ended April
                 30, 1994.


          (19)   Business and Credit Concentrations
                 ----------------------------------


                 Most of the  Company's customers are  located in  Europe
                 and the  countries  of  the former  Soviet  Union .   No
                 customers accounted for  more than   ten percent  of the
                 Company's  revenues in 1995.  Three customers  accounted
                 for 69% of  total revenue in  the year  ended April 30,
                 1994.














                                         95






          (20)   Industry Segment and Geographic Information
                 -------------------------------------------


                 The Company operates in one principal industry segment;
                 the  design,  production,  sales   and  maintenance  of
                 computer  systems  and   software  together   with  the
                 provision  of  associated   services  to  international
                 banking and financial institutions.

                 The Company derives 86% of its  gross revenues from its
                 international subsidiaries, primarily in the UK.  Those
                 companies produced 87% of  net income before allocation
                 of corporate  overhead,  the  write-off  of  in-process
                 research and  development, interest  and taxes.   These
                 companies represent 93% of the Company's assets.

          (21)   Commitments and Contingencies
                 -----------------------------


                 The Company  is involved  in various  claims  and legal
                 actions arising in the ordinary course of business.  In
                 the opinion of management,  the ultimate disposition of
                 these matters will  not have a  material adverse effect
                 on  the  Company's   consolidated  financial  position,
                 results of operations or liquidity.


                                         96





          Item 8.   Changes  in  and  Disagreements  with  Accountants  on
          Accounting and Financial Disclosure
          On May 9, 1995, the Company engaged KMPG Peat Marwick LLP as its
          principal  independent   accountant  to   audit  the   Company's
          financial statements starting with  its fiscal year ended  April
          30, 1995.    The decision  to  change principal  accountant  was
          recommended by the  audit committee of  the Board of  Directors.
          Accordingly, the engagement of Goldstein & Morris, the Company's
          prior independent accountant, was not renewed.
          In connection with the  audits of the  fiscal years ended  April
          30, 1993  and April  30, 1994,  there was  no disagreement  with
          Goldstein & Morris  on any  matter of  accounting principles  or
          practices, financial statement disclosure, or auditing  scope or
          procedures,  which  disagreement,   if  not   solved  to   their
          satisfaction  would  have  caused  them  to  make  reference  in
          connection with  their  opinion to  the  subject matter  of  the
          disagreement.
          The audit  reports of  Goldstein &  Morris  on the  consolidated
          financial statements of the Company  and its subsidiaries as  of
          and for the years ended April  30, 1993 and April 30, 1994,  did
          not contain any adverse opinion or disclaimer opinion,  nor were
          they qualified or  modified as to  uncertainty, audit scope,  or
          accounting principles.   However, each  of the  reports for  the
          years ended April  30, 1993  and April  30, 1994,  respectively,
          contained an  explanatory  paragraph regarding  the  uncertainty
          about the Company's ability to continue as a going concern.

                                         97





                                       PART III

          Item 9.   Directors,  Executive  Officers,  Promoters,   Control
          Persons; Compliance with Section 16(a) of the Exchange Act.
          The information required by Item 9 with respect to the Company's
          directors and executive officers is as follows:
                               Position(s) Held
                               ----------------

          Name            Age  with Company          Period
          ----            ---  ------------          ------


          Clifford D.     43   Director              November 1994 to
          Brune                                      April 1995

          Anthony J.      44   President             December 1991 to
          Cataldo                                    June 1994
                               Chairman of the       June 1994 to July
                               Board & Chief         1995
                               Executive Officer

                               Director              November 1991 to
                                                     July 1995

          Nigel J. Cole   42   Chief Financial       November 1994 to
                               Officer               present

          Barrington J.   48   President             May 1980 to August

                                         98





          Fludgate                                   1987
           April 1988 to
          November 1991
                               Chairman of the       June 1986 to June
                               Board                 1994
                               Chief Executive       May 1980 to June
                               Officer               1994
                               Director              May 1980 to
                                                     September 1994

          Gerald Franz    52   Director              July 1993 to April
                                                     1995

          Claudio M.      33   Director              February 1994 to
          Guazzoni                                   present

          William L.      35   Director              April 1995 to
          Meaney                                     present

          Robert          45   Director              March 1992 to
          Oxenberg                                   December 1994

          Benjamin        76   Chief Financial       January to November,
          Podgor               Officer               1994

          Aharon          49   Senior Vice           June 1990 to July

                                         99





          Schwarzbard          President             1994

          Daniel Sladden  26   Director              April 1995 to
                                                     present

          Edward S.       32   Director              April 1995 to
          Stone                                      present

          Peter           33   Director              October 1994 to
          Svennilson                                 present
                               Chairman of the       July 1995 to present
                               Board

          S. Keith        44   President & Chief     July 1994 to present
          Williams             Operating Officer
                               Director              November 1994 to
                                                     present

          Clifford D.  Brune served as  a Director  of  the Company  from
          November 1994 to April of 1995.  Mr. Brune is a certified public
          accountant and  has served  as Chief  Financial  Officer of  the
          Company from December 1992  to 1993.  Prior  to that, Mr.  Brune
          served as  Vice President  of Business  Development with  Policy
          Management  Systems  Corp.    Mr.  Brune  has  also   served  as
          consultant to the Company.


                                        100





          Anthony J. Cataldo, joined the  Company as its  President and a
          Director in November 1991.  He  served as Chairman of the  Board
          and Chief  Executive Officer  from June  2nd, 1994  to July  13,
          1995.   From  March  1986  to November  1991,  Mr.  Cataldo  was
          President of Internet Systems Japan, a producer of  software for
          financial institutions, where  he was  responsible for  Japanese
          sales and marketing. He still serves as a Director.
          Nigel J.  Cole was  appointed  Chief Financial  Officer  of the
          Company on November 4, 1994.  Mr. Cole is an Associate Member of
          the Chartered Institute of Management Accountants in  the United
          Kingdom.   Mr. Cole  served as  Chief Financial  Officer of  the
          Winter Partners  Companies  for  the five  years  preceding  his
          appointment.
          Barrington J. Fludgate was the founder of the Company and served
          as its President from May 1980 to November 1991 (except  for the
          period from  August 1987  to April  1988).   Mr.  Fludgate  also
          served as Chief Executive Officer of  the Company from May  1980
          to June 2nd, 1994  (except for the period  from January 1990  to
          August 1990). Mr. Fludgate served on the Board of Directors from
          May 1980 to September  15, 1994.  He  served as Chairman of  the
          Board from June 1986 to June 1994
          Gerald Franz was appointed  a director  of the Company  in July
          1993 and served through April 28,  1995.  Since 1977, Mr.  Franz
          has served as President  of McKeown & Franz,  Inc., of which  he
          was a co-founder.  McKeown & Franz, Inc.  provides environmental
          services for  public  agencies  and  private  sector  companies,

                                        101





          including services in  connection with  major proposed  projects
          such as Trump City and the Seaport Marketplace in Manhattan.
          Claudio M. Guazzoni has served on the Board of Directors of  the
          Company since February 1994.  Mr. Guazzoni is the  President and
          Chief Executive Officer of Zanett Capital, Inc. Mr.  Guazzoni is
          engaged in  the business  of providing  financial and  strategic
          consulting services to companies.  Prior thereto, he served as a
          Money Manager with Delphi Capital Management, Inc. for one year;
          and served as an associate with Salomon Brothers, Inc. from 1985
          to 1991.
          William L. Meaney has served as a Director  of the Company from
          April 28, 1995. Mr. Meaney has  served as a Managing Partner  of
          Genrho  S.A.,   a  Geneva,   Switzerland,  based   international
          Management consulting firm since 1992.   From 1986 to 1992,  Mr.
          Meaney was  with Strategic  Planning Associates  (since  renamed
          Mercer  Management   Consulting)   which   provides   management
          consulting  services   involving   organization   strategy   for
          international companies.
          Robert Oxenberg served on the Board of Directors of the  Company
          from March 1992 to December 13, 1994.  Mr. Oxenberg has  been an
          independent financial consultant since July 1991.  From  1983 to
          1991 he was manager of corporate investments for Anschutz Corp.
          Benjamin Podgor joined the Company in October of 1993 and served
          as its  Chief  Financial Officer from   January  to November  of
          1994.  Mr. Podgor is a CPA and an attorney.


                                        102





          Aharon Schwarzbard joined the Company in  1980.  In April  1984,
          he  was  appointed  a  Vice  President  of  the  Company.    Mr.
          Schwarzbard served as a Senior Vice President from June  1990 to
          July 1994 and was as a Director of the Company from July 1991 to
          March 1992.
          Daniel Sladden has  served as  a Director  of the  Company from
          April 28, 1995. Mr. Sladden is currently a principal of Keynote,
          an international consulting firm based  in London, England.   In
          1991, he  graduated from  King's College,  Cambridge  University
          with honors (first class) in Computer Science.  Thereafter until
          1992,  he  was  Technical  Manager  at  Solidisk  Technology,  a
          computer hardware manufacturer in Cambridge, England.  From 1992
          to  1994,  Mr.  Sladden  served  as  a  Senior  Consultant  with
          Evaluation Services, an international management consulting firm
          based in  London, England.   In  1994, he  briefly  served as  a
          Corporate Finance  Executive  with Morgan  Grenfell  in  London,
          England before  leaving  to  establish  Keynote.    Mr.  Sladden
          received a Master of Arts degree from King's College, Cambridge,
          England in 1995.
          Edward S. Stone has served  as a Director  of the  Company from
          April 28, 1995.  Mr. Stone  is an attorney at law and  president
          of  Stone  International  LLC,  a  consulting  firm  engaged  in
          financing and strategic venture formation.  He is also President
          of Settler's  Funding LLC,  a  company that  purchases  deferred
          obligations of  the Joint  Underwriting Association  and  Market
          Transition Facility of the State of New Jersey.  From  June 1987

                                        103





          to March 1991, Mr.  Stone was an  Associate Attorney with  Kevin
          MacCarthy Associates, P.C.
          Peter Svennilson has served  as Director  of the  Company since
          October 21, 1994 and as Chairman of the Board since  July, 1995.
          From 1983  to 1993,  Mr. Svennilson  was  an Associate  Managing
          Director for Nomura International plc. in London, England.  From
          1993 to  the  present,  Mr.  Svennilson  served  as  a  Managing
          Director of Stoneporch Limited, in London, England.   Stoneporch
          Limited, under the  trade name of  Irongate, provides  strategic
          advice to several US and European corporations.   Mr. Svennilson
          is also  a  non-executive Director  of  Skandigen AB,  a  public
          Swedish biotechnology company.
          S. Keith Williams  was appointed President  and Chief  Operating
          Officer in July  of 1994, and  a Director in  November of  1994.
          Mr. Williams  was employed  as  General Manager  of  the Winter
          Partners  subsidiaries  for   the  five   years  preceding   his
          employment with the Company.
          Each of the directors of the Company has been elected for  up to
          a one year  term, expiring  at the  next annual  meeting of  the
          shareholders of the Company.
            Compliance with Section 16(a) of the Exchange Act
          The Company has received  a copy of reports  on Form 5 filed  by
          Mssrs. Cole, Svennilson and Williams, and has not  received copy
          of any Forms 5 with respect  to the fiscal year ended April  30,
          1995 or any  representations from any  officer, director or  10%
          shareholder of  the  Company,  that  any such  Form  5  was  not

                                        104





          required to  be filed.    Accordingly, Messrs.  Brune,  Cataldo,
          Fludgate,   Oxenberg,   Guazzoni,   Franz,   Oxenberg,   Podgor,
          Schwarzbard, as well as any other person who, at any time during
          such fiscal year, was a director, officer or beneficial owner of
          more than ten percent of the Company's Common Stock may not have
          filed, on  a timely  basis, reports  required  by Section  16(a)
          during the most recent fiscal year.
          The following table shows, for the  years ended April 30,  1995,
          1994 and 1993, the total cash  compensation paid by the  Company
          to its chief executive officers and two most  highly compensated
          executive officers.
            SUMMARY COMPENSATION TABLE















                                        105




















          (1)  Effective April  30, 1992,  Mr.  Fludgate entered  into  an
          employment agreement with the  Company which terminates on  July
          31, 1995, pursuant to which he received $200,000 per year  and a
          bonus equal  to 10.5%  of the  Company's  pre-tax profit.    Mr.
          Fludgate was also  entitled to receive  an expense allowance  of
          $4,000 per month.   Pursuant  to the  employment agreement,  the
          Company issued to Mr. Fludgate options to purchase 500,000 Class
          C Warrants; the agreement provides that 250,000 of  such options
          are to become exercisable as of May 1 of each of 1992  and 1993.
          Mr. Fludgate was the insured under two  participating whole-life
          life insurance policies in the amount of $200,000  and $800,000,

                                        106





          of which he named the  beneficiaries (currently, members of  Mr.
          Fludgate's immediate family).  The Company  was responsible  for
          all premiums on such policies at a cost of approximately $20,000
          per annum. Effective  June 1,  1994, Mr.  Fludgate resigned  his
          position as Chairman and Chief Executive Officer.   Mr. Fludgate
          resigned as a Director in September of 1994.  See Item  3, Legal
          Proceedings.
          (2)  Effective December 31,  1991, Mr. Cataldo  entered into  an
          employment agreement with the Company to serve as its President.
          The term of  the agreement  expired on  July 31,  1995, and  was
          extended  to  July  31,  1997  by  an  Amendment  and  Extension
          Agreement dated August  1, 1994  (the ``Amendment and Extension
          Agreement').    Under  the  terms  of  Mr.  Cataldo's  original
          employment contract, he received  an annual salary of  $150,000,
          plus a bonus  equal to 2%  of the Company's  annual revenues  as
          reported in the Company's annual report.   Mr. Cataldo was  also
          entitled to receive  an expense allowance  of $2,000 per  month.
          Pursuant to his employment agreement, Mr. Cataldo  also received
          options, to purchase 700,000 shares of Common Stock at $0.25 per
          share and options to purchase 700,000 Class C Warrants  at $0.43
          per warrant.  The employment agreement provided that  options to
          purchase 150,000, 200,000, 200,000  and 150,000 options of  each
          type are to be exercisable as  of December 31, 1991, 1992,  1993
          and 1994,  respectively.    Mr.  Cataldo  received  $12,500  for
          consulting services rendered in  November and December of  1991.
          On September  22,  1993  and September  15,  1994,  Mr.  Cataldo

                                        107





          exercised options  to  purchase  75,000 and  100,000  shares  of
          Common Stock, respectively,  at an  exercise price  of $.25  per
          share.    Under  the  terms  of  the  Amendment   and  Extension
          Agreement, Mr.  Cataldo's contract  was  extended to  August  1,
          1997.  He was entitled to a annual compensation of  $250,000 and
          to an expense  allowance of  $25,000 per  annum.   He no  longer
          received a  bonus.   In addition,  the  Amendment and  Extension
          Agreement provided  for  the grant,  each  year, of  options  to
          purchase 400,000 common  shares of the  Company at $0.625  each.
          Effective July 13,  1995, Mr. Cataldo  resigned as Chairman  and
          Chief Executive Officer.   By Separation  Agreement and  Release
          dated July  6 and  7, 1995  (the ``Separation Agreement''), the
          Company agreed to pay Mr. Cataldo $300,000 in consulting fees in
          twelve $25,000 monthly installments, to be applied  against fees
          for financial consulting services Mr. Cataldo may render  to the
          Company;  in addition, the Company agreed to grant Mr. Cataldo a
          non-recourse, interest  free $280,000  loan to  purchase  common
          shares of  the Company;   the  loan is  secured  by said  common
          shares.     The  Separation Agreement  also  provides  that  Mr.
          Cataldo relinquishes all stock  options and warrants granted  to
          him under his employment agreements.
          (3)  On July 12, 1994, Mr.  Williams entered into an employment
          agreement with  the  Company  which  terminates  May  31,  1997,
          providing for a  minimum base salary  of 155,000 British  pounds
          per annum, or approximately $248,000.  In addition, Mr. Williams
          is entitled to a $100,000 sign  on bonus.  Mr. Williams is  also

                                        108





          entitled to a  bonus based on  the Winter Partners  subsidiaries
          gross contribution to profit.  In addition, Mr. Williams will be
          granted options to  purchase a  total of 142,857  shares of  the
          Company at  $5.25 per  share, in  three  equal installments  due
          after one, two and three full years of employment, respectively.
          Mr. Williams also receives the use of a Company car, or  a 1,200
          British pounds per month allowance, or approximately $1922.00.
          Option Grants in Last Fiscal Year
          The following table  sets forth  certain information  concerning
          options granted to officers during  the fiscal year ended  April
          30, 1995.
















                                        109






           Individual Grants
           Name          Options    Percent of  Exercise or  Expiration
           ----
                         Granted    Total       Base         Date
                         -------                             ----
                                    Options     Price
                                                -----
                         (#)
                         ---
                                    Granted to
                                                ($/Sh)
                                                ------
                                    Employees
                                    in  Fiscal
                                      --------
           (a)
                         (b)        Year
                                    ----

                                    (c)
                                                             (e)


                                                (d)
           Anthony J.    57,142     100         $4.375       August   1,
           Cataldo                                           1997

          Aggregated Options/SAR Exercises in Last Fiscal Year and  FY End
          Options/SAR Value
                                                   Number Of     Value of
                                                  Unexercised   Unexercised
                                                   Securities     In-The-
                                                   Underlying      Money
                          Shares                  Options/SAR  Options/SAR
                        Acquired On     Value     s at FY End     s At FY
              Name       Exercise      Realized       (#)         End($)

                                        110





               (a)          (#)          ($)      Exercisable  Exercisable
                            (b)          (c)      /Unexercisa  /Unexercisa
                                                    ble (d)       ble(e)
          CEO Anthony   100,000      31,250       925,000/400  0
          J. Cataldo                              ,000

          The Company does not have long-term incentive plans.
          Other than health,  life and 401(k)  plan benefits available  to
          all employees, and the stock option plans described  below which
          the Company may determine to  pay to officers and/or  employees,
          the Company  does  not currently  have  in effect  any  pension,
          profit sharing or other employee benefit plan.
          The Company  has a  standard  Directors and  Officers  liability
          insurance policy with  an aggregate coverage  of $1,000,000  for
          its officers and directors.
            Compensation of Directors
          The Company pays $5,000 per  year to non-employee directors  and
          reimburses them  for travel  and  lodging expenses  incurred  in
          connection with their services in that capacity.   Additionally,
          non-employee directors were granted of stock options pursuant to
          the Non-Qualified Stock Option Plans as follows.
          Name            Option Date     Award            Price
          ----            -----------     -----            -----


          Robert          Feb. 28, 1992   7,143            $7.00
          Oxenberg
                          Feb. 28, 1993   7,143            $7.00
                                        111





                          Feb. 28, 1994   7,143            $5.6875

          Gerald Franz    July 14, 1993   7,143            $10.50
                          July 14, 1994   7,143            $4.8125

          Claudio         Feb. 7, 1994    7,143            $6.34375
          Guazzoni

          Barrington      June 2, 1994    7,143            $4.8125
          Fludgate
            Qualified Incentive Stock Option Plan
          On April 20,  1990 the  shareholders of the  Company approved  a
          qualified incentive  stock  option plan  (the  ``ISOP'').   The
          QISOP provides  for the  granting of  options, at  the Board  of
          Directors'  discretion,  to  purchase  up  to  an  aggregate  of
          1,000,000 shares of  Common Stock  to eligible  employees at  an
          exercise price determinable  at the discretion  of the  Option's
          Committee (the `Committee'')as appointed by the Company's Board
          of Directors but  no less than  85% of the  market value of  the
          common stock on the date the option is granted.   Options may be
          granted to  all  salaried  employees  of  the  Company  and  its
          subsidiaries.  Options granted  under the QISOP are  exercisable
          according to  a  vesting schedule  which  is determined  by  the
          Option Committee.  Subject to the provisions of the Options Plan
          with respect to death and  termination, the maximum period  each
          option may be exercised shall be  fixed by the committee at  the

                                        112





          time the option is granted, but shall not exceed five years.  On
          April 28,  1995, the  shareholders of  the  Company approved  an
          increase in the  number of  stock options under  the QISOP  from
          1,000,000 to 8,000,000, at $0.01 par value.
          As of April 30, 1995, there were outstanding options to purchase
          a total  of  6,857  shares,  at an  average  exercise  price  of
          $5.7925, under the QISOP.
            Key Executive Stock Bonus Grant
          Concurrently with the approval of the QISOP, the shareholders of
          the Company approved a Key Executive Stock Bonus Grant Plan (the
          ``onus Plan'') for key executives.  The Bonus Plan provides for
          the issuance of up to an  aggregate of 100,000 shares of  Common
          Stock to officers or key employees of the Company for  little or
          no consideration.  The grants require the approval of  the Board
          of Directors.  Qualification  criteria are  established  by  the
          Board  of  Directors  and  are  based  on  the  Key  Executive's
          potential and dedication to the Company.  The grants are subject
          to a two year  vesting period and  terminate if the  executive's
          employment  with  the  Company  terminates  during  the  vesting
          period.
          As of  the fiscal  year  ended April  30,  1995, there  were  no
          outstanding grants under the Bonus Plan.
            Non qualified Stock Option Plan for Key Employees
          The shareholders of the Company  approved a non qualified  stock
          option plan  for  key employees(the  ``NSOPKEY'' on  April  20,
          1990.   The NSOPKEY  provides for  the  granting of  options  to

                                        113





          purchase up to an aggregate of 1,000,000 shares of  Common Stock
          to  key  employees  of  the  Company,  with  an  exercise  price
          determined by an option committee at the time of grant.  No part
          of any option granted under the NSOPKEY will be exercisable more
          than five years after the date of grant.  On April 28, 1995, the
          shareholders of the Company approved  an increase in the  number
          of stock options under the NSOPKEY from 1,000,000 to 10,000,000,
          at $0.01 par value.
          As  of  the  fiscal  year  ended  April  30,  1995,  there  were
          outstanding options to purchase a total of 140,714 shares, at an
          average exercise price of $3.57, under the NSOPKEY.
            Non qualified Stock  Option Plan for  Directors, Officers and
            Consultants
          The shareholders of the Company  approved a non qualified  stock
          option  plan  for  Directors,  Officers  and   Consultants  (the
          ``SOPDOC'') on April  20, 1990.   The NSOPDOC provides  for the
          granting of options to purchase up to an aggregate  of 2,000,000
          shares of Common Stock to consultants and non-employee directors
          of the Company.  No part of any option granted under the NSOPDOC
          will be  exercisable more  than five  years  after the  date  of
          grant. On  April  28,  1995, the  shareholders  of  the  Company
          approved an increase in  the number of  stock options under  the
          NSOPDOC from 2,000,000 to 15,000,000, at $0.01 par value.
          As  of  the  fiscal  year  ended  April  30,  1995,  there  were
          outstanding options to purchase a total of 239,342 shares, at an
          average exercise price of $6.30, under the NSOPDOC.

                                        114





            Other Options
          The Company  has  issued 171,428  options  to purchase  Class  C
          Warrants at a price of $3.01 per warrant to two  former officers
          of the Company in connection with their employment arrangements.
          The Company  also  issued  an investor  an  option  to  purchase
          428,572 units consisting of one share of common stock  and three
          Class ``'' Warrants to purchase one share of common stock each.
            401(k) Plan and other pension plans
          In September  1988,  the  Company adopted  a  401(k)  Plan  (the
          `Plan''). Pursuant to  the Plan,  the Company  matched employee
          contributions, in an amount equal to  up to one percent (1%)  of
          each employee's base  salary.   Contributions to  the Plan  were
          suspended  effective  April  30,  1991  due  to  poor  financial
          performance.  Effective May 1, 1992 the Company restructured the
          Plan as  a non-employer  contributory 401(k)  plan and  employee
          contributions resumed in August 1992.
          MTi Abraxsys Systems,  Inc., a  wholly owned  subsidiary of  the
          Company, has  a 401(k)  savings plan  for  its employees.    MTi
          Abraxsys  Systems,  Inc.  contributes  25%  of   the  employee's
          contribution up to 6% of the employee's salary.
          The employees  of  the  Company's subsidiaries  in  the  UK  are
          entitled to receive additional compensation equivalent to  7% of
          their  annual  base  salaries  in  lieu  of  any  other  pension
          provision by the Company.
          The Company's Singapore subsidiary contributes to the Government
          of Singapore Central Provident Fund in respect to  all employees

                                        115





          matching  employee   contributions,  currently   8.75%  of   the
          employees' gross compensation.
          All officers have executed non-compete agreements  which provide
          that the individual  will not  compete with  the Company  during
          employment or for a period of one year following termination.






















                                        116





          ITEM 11.  Security Ownership  of Certain  Beneficial Owners  and
          Management
          The following table  sets forth,  as of July  31, 1995,  certain
          information regarding beneficial ownership  of Common Stock  (i)
          by each person who is known to the Company to be  the beneficial
          owner of more than 5% of  the Common Stock, (ii) by each  of the
          directors and executive officers of the Company and (iii) by all
          directors and  executive officers  of the  Company  as a  group.
          Ownership is expressed in post May 15, 1995 split shares:

          Name and Address of  Amount and Nature of  Percent of
                               --------------------  ----------
          Beneficial Holder or
                               Beneficial Ownership  Class
                               --------------------  -----
          Identity of Group
                               Common stock          Common Stock(1)
                               ------------          ---------------


          Wellbourne Trust     9,068,175(2)          41.06
          c/o Citadel
          Administration, 24-
          28 rue Goethe, L-
          1637 Luxemburg

          Credit Suisse        1,651,678             7.48
          23/F Three  Exchange
          Place,
          Central
          G.P.O. Box 18
                                        117





          Hong Kong

          D.H. Blair           889,574(3)            4.03
          Investment Banking
          Corp., 44 Wall
          Street, New York, NY
          10005

          S. Keith Williams    0                     0
          18 Broomfield Road
          Oxshott, Surrey
          England

          Nigel C. Cole        0                     0
          115 Mount Grace Road
          Potters Bar, Herts
          England

          Anthony J. Cataldo   257,697               1.17
          63    North     East
          Village Rd
          Concord, NH 03301


          Barrington        J. 194,838(4)            0.88
          Fludgate

                                        118





          12 Hilltop Drive
          North   Salem,    NY
          10560

          Gerald Franz         37,500(5)             0.17
                   th
          236 E. 47   Street ]
          New York, NY  10017


          Aharon Schwarzbard   28,929                0.13
          21 Guild Court
          Plainview, NY 11803


          Robert Oxenberg      14,136 (6)            0.06
          P.O. Box 12381
          Aspen, CO 81612

          Claudio Guazzoni     7,143 (7)             0.03
          1339 Cooper Station
          New York 10276

          Daniel J. Sladden    0                     0
          12 Old Bond Street
          London, England


                                        119





          William L Meaney     0                     0
          12  rue   du   Vieux
          College
          Geneva, Switzerland

          Edward S. Stone      0                     0
          425 Park Avenue
          New York, New York

          Peter Svennilson     0                     0
          12 Old Bond Street
          London, England

          All   Officers   and 264,840               1.20
          Directors as a Group
          (8 persons)

          (1)  Based on an aggregate of post May 15, 1995 split  shares of
          Common Stock  (``hares'') outstanding  as of  July 28,  1995 of
          15,685,669.
          (2)  Includes 2,550,000  Shares underlying  certain warrants  to
          purchase 2,550,000 Shares.
          (3)  Includes (i) 426,605 Shares underlying Class ``C'' Warrants
          to purchase  426,605  Shares  and (ii)  3,142  Shares  owned  by
          Rivkalex Corporation.


                                        120





          (4)  Includes 28,929 Shares  underlying Class ``C'' warrants to
          purchase 28,929 Shares.
          (5)  Includes 4,321  Shares underlying  Class ``C'' Warrants  to
          purchase 4,321 Shares.
          (6)  Includes  7,143  Shares   underlying  certain  options   to
          purchase 7,143  Shares granted  in consideration  for Mr.  Franz
          serving as Director of the Company.
          (7)  Includes  7,143  Shares   underlying  certain  options   to
          purchase 7,143 Shares granted in consideration for  Mr. Guazzoni
          serving as Director of the Company.

















                                        121





          Item 12.  Certain Relationships and Related Transactions
            D.H. Blair & Co., Inc., D.H.  Blair Investment Banking Corp.,
            D. H. Blair Holdings, Inc.
          In conjunction with the  Company's April 1992 private  offering,
          D.H. Blair & Co.,  Inc. (``D.H. Blair'') and the Company  agreed
          to modify the  terms of  a secured  8% subordinated  convertible
          promissory note  issued by  the Company  to  D.H. Blair  in  the
          principal amount of  $1,350,000 (the  `Blair Note '', so as  to
          make the  note, plus  accrued interest  as of  the  date of  the
          offering of  $309,000,  due  on May  1,  1994,  with  subsequent
          interest payable quarterly and convertible into Common  Stock of
          the Company on the same terms as the notes issued by the Company
          in the offering.   Effective November 4  and December 31,  1992,
          the due date  of $63,000 and  $27,000, respectively, of  accrued
          interest on such note was extended to May 1, 1993.
          The Company also  borrowed funds  pursuant to  (i) an  unsecured
          promissory note dated February 7,  1992 in the principal  amount
          of  $135,000  made  to   D.H.  Blair  Holdings,   Inc.  (``Blair
          Holdings'); and   (ii) an unsecured  promissory note  dated May
          26, 1992  in the  principal amount  of  $500,000 made  to  Blair
          Banking.  The $500,000 note bore interest at the rate of 10% per
          annum, and the $135,000 note bore  interest at a rate per  annum
          equal to  prime rate  as announced  in the  Wall Street  Journal
          rounded to the nearest / of 1%.  Such notes were  originally due
          in August, 1992, but  the payment of  principal and interest  on
          each such note was extended to August 1, 1993.

                                        122





          On February 22, 1993, the Company and Blair Holdings consummated
          a refinancing  transaction  (the  ``Refinancing  Transaction''),
          pursuant to which the Company issued to Blair Holdings 1,423,333
          units, each  consisting of  one share  of Common  Stock and  one
          Class C  Warrant,  in exchange  for  the cancellation  by  Blair
          Holdings of $2,135,000 of indebtedness consisting of $439,000 of
          interest and $1,696,000  of principal,  owed by  the Company  to
          Blair Holdings.  The amount of the outstanding  indebtedness was
          reduced to $289,000.  The Refinancing Transaction was in lieu of
          the proposed issuance  to Blair Holdings  of preferred stock  of
          the Company in  exchange for the  cancellation of $1,935,000  of
          indebtedness.
          On July 28, 1993,  Blair Banking agreed  to the cancellation  of
          such $289,000 principal amount of indebtedness  in consideration
          for the issuance of additional equity securities of the Company.
          Effective June 16, 1995, Blair Banking and the Company converted
          $323,117  in  principal   and  $56,939.41   of  a   Subordinated
          Convertible debt held by Blair Banking.
          In July  of 1994,  the Company  borrowed  $250,000 from  Edelson
          Technology  Partners  III   and  placed   equity  with   Edelson
          Technology Partners  III for  a $500,000  consideration.   Blair
          Banking raised a $37,500 claim for finder's fee  in relationship
          to the Edelson Technology Partners III transactions.
          At April 30, 1995, the Company  owed a balance of  approximately
          $377,000,  including   accrued  interest,   on  an   outstanding
          Subordinated Convertible Note held by Blair Banking.

                                        123





            Mark Blundell, Mark Blundell & Associates, Inc., New Paradigm
            Software Corporation
          In January  1993, the  Company entered  into  an agreement  (the
          ``BA Agreement'') with Mark Blundell Associates, Inc. (``MBA''),
          a corporation in which Mark  Blundell, the Company's then  Chief
          Operating  Officer  and  Chief  Financial  Officer,  had  a  25%
          interest, pursuant  to  which  the Company  licensed  a  certain
          software product from MBA.   To date,  $5,000 of royalties  have
          been paid under the MBA Agreement.
          Effective November 15, 1993, the  Company entered into a  series
          of agreements  through which  it acquired  approximately 75%  of
          NPSC and terminated the MBA Agreement.
          In  November  of  1993,  the   Company  entered  into  a   lease
          modification agreement with MCI for 15,300 square feet to office
          space for $95,000 per  annum.  The  Company, in turn,  subleased
          this space to NPSC.   These agreements  are subject to  approval
          from superior  landlords,  which has  not   been  granted.    In
          November of 1994, the Company agreed  to sublease to NPSC  space
          its leases from MCI for the sum of $8,000 per month.
          On September 6,  1994, the Company  amended its agreements  with
          NPSC, and agreed  to incorporate  sums due the  Company by  NPSC
          into a convertible subordinated loan due September 30, 2001.  By
          agreements dated  May 26  and 31,  1995,  NPSC and  the  Company
          agreed to the cancellation of the convertible  subordinated loan
          in exchange for (i) 180,000 warrants to purchase common stock of
          NPSC at $3.75 a share and  (ii) a restructuring of the  sublease

                                        124





          agreement under which NPSC occupies  office space leased by  the
          Company from  MCI, raising  the  consideration from  $8,000  per
          month to $16,857.56 per  month.    Rent in arrears  are due and
          payable on September 30, 1995 or on closing of a certain initial
          public offering by NPSC.
          On December 7, 1993, the Company appointed Mark Blundell  to the
          Board of Directors of the Company.
          On December  31,  1993,  Mr. Mark  Blundell  resigned  as  Chief
          Financial Officer and Chief Operating Officer.
          On March 7, 1994,  Mr. Mark Blundell resigned  as a Director  of
          the Company.
            Robert S. Trump, Gerald Franz, Midland & Associates
          Pursuant to  a letter  agreement dated  April  26, 1993,  Gerald
          Franz, prior to  becoming a director  of the Company,  purchased
          7,142 units, each consisting  of one share  of common stock  and
          three Class C  Warrants (each a  ``nit''), at a  price of $7.00
          per Unit,  and purchased  a $50,000  convertible  note from  the
          Company.  The  convertible note  did not bear  interest and  was
          convertible  into  50,000  Units  at  Mr.  Franz'  option  at  a
          conversion price of $1.00 per share.  The Company also agreed to
          place the sum of $100,000 in an escrow account with  its counsel
          for the specific purpose of repayment  of the $50,000 loan  made
          by Mr.  Franz and  for  payment by  the  Company under  a  joint
          marketing agreement with Financial Performance Corp., a software
          company of which  both Messrs. Franz  and Trump are  affiliates.
          The  funds  in  the  escrow  account  have  been   disbursed  as

                                        125





          determined by Mr.  Franz, in  his sole  discretion, including  a
          $40,222.15 payment made to Mr. Franz.
          In addition, Mr. Franz received an option to purchase  a minimum
          of 7,142 Units and a maximum of 23,809 Units at $7.00  per Unit,
          exercisable until  February 28,  1997 and  conditioned upon  the
          Company's achieving  $2,000,000 in  gross sales  of its  Genesis
          product line.  The grant of the options was in consideration for
          the purchase by Mr. Franz of  the $50,000 convertible note  from
          the Company and for services previously rendered by Mr. Franz to
          the Company, as well as services to be performed by Mr. Franz in
          connection  with  the  promotion   of  the  Company's   software
          products.  Mr. Franz also received, as a success  and consulting
          fee $20,000  in cash  and 1,428  units, each  consisting of  one
          share of Common Stock and one Class C Warrant.
          In conjunction with  the April 26,  1993 transactions  involving
          Mr. Franz, pursuant to a letter agreement dated April  26, 1993,
          Robert S. Trump purchased  42,857 Units at $7.00  per Unit.   In
          addition, Mr. Trump received an option to purchase a  minimum of
          42,857 and a maximum  of 142,857 additional  Units at $7.00  per
          Unit, exercisable until February  28, 1997 and conditioned  upon
          the Company's achieving $2,000,000 in gross sales of its Genesis
          product line.  Mr.  Trump also agreed to  assist the Company  in
          promoting its software products.  The  grant of the options  was
          in consideration  for  his  purchase of  42,857  Units  and  for
          services previously rendered  by Mr.  Trump to  the Company,  as


                                        126





          well services to be  performed by Mr.  Trump in connection  with
          the promotion of the Company's software products.
          On July 14,  1993, Mr.  Franz was  appointed a  Director of  the
          Company.  Mr. Franz received an option to purchase  7,142 shares
          of common  stock at  $10.50 as  part  of the  consideration  for
          serving as a  Director of the  Company.  Mr.  Franz was not  re-
          elected a Director of the  Company at the shareholders'  meeting
          held on April 28, 1995.
          As a consequence  of a  transaction with  Midland Associates,  a
          general partnership in which Mr. Trump is a partner, in  July of
          1994, the Company entered into a financial  consulting agreement
          with Mr. Gerald Franz to perform financial  consulting services,
          and agreed to pay Mr. Franz or his designee a fee in  the sum of
          $60,000, as  well  as affording  Mr.  Franz 28,571  warrants  to
          purchase 28,571 shares of common stock at $5.25 per share, for a
          period of three years, expiring on July 14, 1997.
               Claudio Guazzoni, Finmanagement S.A., Zanett Capital, Inc.
          On February 7, 1994, the Company appointed Mr.  Claudio Guazzoni
          to the Board of Directors of the Company.
          On July 13,  1994, the  Company borrowed the  sum of  $1,000,000
          from Finmanagement S.A. pursuant to a Loan  Conversion Agreement
          and a Promissory  Note.   This transaction was  arranged by  Mr.
          Claudio Guazzoni, a Director of  the Company, and the  President
          of Zanett Capital, Inc.   Mr. Guazzoni  and /or Zanett  Capital,
          Inc. were not compensated for arranging this transaction.


                                        127





          On October  11, 1994,  the Company  placed  equity with  Roberto
          Jimenez Collie, Bruno Guazzoni, and TOTEAM Ltd, Inc. for a total
          consideration of $565,889.71, pursuant to Regulation ``S'' under
          the Securities Act  of 1933,  as amended.   The transaction  was
          arranged by Mr. Claudio Guazzoni.  Mr. Bruno Guazzoni is related
          to Mr. Claudio  Guazzoni. Mr. Guazzoni  and /or Zanett  capital,
          Inc. were not compensated for arranging this transaction.
          On November  4, 1994,  the Company  placed  equity with  Roberto
          Jimenez Collie, Bruno Guazzoni, and TOTEAM Ltd, Inc. for a total
          consideration of $235,855.93, pursuant to Regulation ``S'' under
          the Securities Act  of 1933,  as amended.   The transaction  was
          arranged by Mr. Claudio Guazzoni.  Mr. Bruno Guazzoni is related
          to Mr. Claudio  Guazzoni. Mr. Guazzoni  and /or Zanett  capital,
          Inc. were not compensated for arranging this transaction
          In April of 1994, the Company placed equity with Caisse Centrale
          des Banques Populaires, Bruno Guazzoni, and Coutts and  Co. S.A.
          for a total  consideration of $499,200,  pursuant to  Regulation
          ``'' under  the  Securities  Act  of  1933, as  amended.    The
          transaction was arranged  by Mr.  Claudio Guazzoni.   Mr.  Bruno
          Guazzoni is related  to Mr. Claudio  Guazzoni. Mr. Guazzoni  and
          /or Zanett capital, Inc. were not compensated for arranging this
          transaction.
          In January of 1995, the Company borrowed $200,000 from Mr. Bruno
          Guazzoni.  The Company agreed to issue Mr. Bruno Guazzoni 10,000
          shares of its common stock for every day between the due date of
          the loan and the full settlement.   The loan was due on  January

                                        128





          19, 1995 and was repaid in  full on May 11, 1995.   Mr. Guazzoni
          and the Company have reached  a tentative agreement with  regard
          to the issuance of the 10,000 per day.
            Peter Svennilson, Daniel Sladden, the Wellbourne Trust
          Mr. Peter Svennilson was appointed a Director of the  Company in
          October of 1994,  and the  Chairman of  the Company  in July  of
          1995.  Mr.  Svennilson is  the Managing  Director of  Stoneporch
          Limited and  an advisor  to the  Wellbourne  Trust.   Stoneporch
          Limited conducts business  under the trading  name of  Irongate.
          Mr. Daniel  Sladden was  elected a  Director of  the Company  on
          April 28, 1995.   Mr. Sladden  is an advisor  to the  Wellbourne
          Trust.
          In July of 1994, the Company sold equity to the Wellbourne Trust
          for an aggregate consideration of $6,150,000;  the subscription,
          by agreement between the Wellbourne  Trust and the Company,  was
          subsequently  reduced  to  $5,550,000.    The  Wellbourne  Trust
          received 2,550,000  warrants expiring  in  November of  1997  to
          purchase 2,550,000 shares  of common stock  at $1.75 per  share.
          Mr. Svennilson  assisted in  arranging  this transaction.    Mr.
          Svennilson, Mr.  Sladden and  /or  Stoneporch Limited  were  not
          compensated for their efforts in arranging this transaction.
          In November of 1994, the Company  sold equity to the  Wellbourne
          Trust  for  an  aggregate  consideration  of  $1,726,562.    Mr.
          Svennilson arranged  this  transaction.    Mr.  Svennilson,  Mr.
          Sladden and  /or Stoneporch  Limited  were not  compensated  for
          their efforts in arranging this transaction.

                                        129





          In February of 1995, the Company  sold equity to the  Wellbourne
          Trust  for  an  aggregate  consideration  of  $4,500,000.    Mr.
          Svennilson arranged  this  transaction.    Mr.  Svennilson,  Mr.
          Sladden and  /or Stoneporch  Limited  were not  compensated  for
          their efforts in arranging this transaction.
          In March  of 1995,  the Company  sold equity  to the  Wellbourne
          Trust  for  an  aggregate  consideration  of  $1,531,000.    Mr.
          Svennilson arranged  this  transaction.    Mr.  Svennilson,  Mr.
          Sladden and  /or Stoneporch  Limited  were not  compensated  for
          their efforts in arranging this transaction.
          The Wellbourne Trust was paid $100,000  in fees and expenses  in
          relationship to the financing of the Winter Partners and DESISCo
          acquisitions.
            Genhro S.A., William L. Meaney
          The Company has retained the services of Genhro S.A.  to provide
          consulting services for a period of four to six  months starting
          July 1995.  Genhro S.A. is providing the services of  Mr. Stefan
          Weber as  acting Chief  Executive Officer  at a  cost of  34,000
          Swiss Francs per month, or approximately $28,000, plus  all out-
          of-pocket expenses during the term of the consulting assignment.
          Genhro S.A.  is  entitled  to 200,000  Warrants  exercisable  at
          $1.00, expiring in September of 1997.
          Mr. William  L.  Meaney is  a  Director  of the  Company  and  a
          Director of Genhro S.A.



                                        130





          Item 13.  Exhibits and Reports on Form 8-K.
            (a)     The following  documents are  filed  as part  of  this
               report:
               1.   Financial Statements Page No.

          Independent Auditors' Report
          Independent Auditors' Report
          Consolidated Balance Sheet
          Consolidated Statements of
          Stockholders' Equity
          Consolidated Statements of
          Operations
          Consolidated Statements of Cash
          Flows
          Notes to Consolidated Financial
          Statements


               2.   Exhibits

               Exhibit Number
               --------------


            3.1  Restated Articles of Incorporation of the Registrant
                 (incorporated by reference to Exhibit 3.1 to Amendment
                 No. 4 on Form 8 to Registrant's Annual Report on Form
                 10-K for the fiscal year ended April 30, 1992, filed
                                        131





                 with the Commission on February 24, 1993 (``Amendment
                 No. 4'')).
            3.2  Form of Amendment to Certificate of Incorporation
                 (incorporated by reference to Exhibit 3.2 to the
                 Registrant's Registration Statement on Form S-1 (File
                 No. 33-25528) filed with the Commission on November 15,
                 1988).
            3.3  Certificate of Amendment to Certificate of
                 Incorporation, dated May, 1995.
            3.4  By-Laws of the Registrant (incorporated by reference to
                 Exhibit 3.5 to the Registrant's Registration Statement
                 on Form S-18 (File No. 33-10342-NY) dated May 13, 1987
                 (the ``Form S-18'')).
            10.1 Form of Warrant Agreement dated May 21, 1987 between the
                 Company, D.H. Blair & Co., Inc. and American Stock
                 Transfer & Trust Company (incorporated by reference to
                 Exhibit 10.4 to the Form S-18).
            10.2 Class C Warrant Agreement dated as of February 28, 1992
                 among the Company, D.H. Blair & Co., Inc. and American
                 Stock Transfer & Trust Company (the ``Class C Warrant
                 Agreement'') (incorporated by reference to Exhibit C to
                 the Company's Current Report on Form 8-K dated March 11,
                 1992 (the ``March 11 8-K'')).
            10.3 Amendment dated as of July 20, 1992 to the Class C
                 Warrant Agreement (incorporated by reference to Exhibit


                                        132





                 C to the Registrant's Current Report on Form 8-K dated
                 July 24, 1992 (the ``July 24 8-K'')).
            10.4 Amendment dated as of August 24, 1992 to the Class C
                 Warrant Agreement (incorporated by reference to Exhibit
                 10.4 to Amendment No. 4).
            10.5 Amendment dated as of December 11, 1992 to the Class C
                 Warrant Agreement (incorporated by reference to Exhibit
                 10.5 to Amendment No. 4).

               10.5.1    Amendment dated as of February 22, 1993 to the
                    Class Warrant Agreement (incorporated by reference to
                    Exhibit 10.5.1 to the Registrant's Current Report on
                    Form 8-K dated February 22, 1993).
               10.5.2    Form of Underwriting Agreement dated May 14, 1987
                    between the Company and D.H. Blair & Co., Inc.
                    (incorporated by reference to Exhibit 1.1 to
                    the Form S-18).
               10.5.3    Form of Agency Agreement dated February 6, 1993
                    between the Company and D.H. Blair & Co., Inc.
                    (incorporated by reference to Exhibit A to the March
                    11 8-K).
               10.6 Form of Subordinated Convertible Note (incorporated by
                    reference to Exhibit B to the March 11 8-K).
               10.6.1    Unit Purchase Option dated January 28, 1992 made
                    by the Company to D.H. Blair & Co., Inc. (incorporated
                    by reference to Exhibit 10.6.1 to Amendment No. 5 on

                                        133





                    Form 8 to the Registrant's Annual Report on Form 10-K
                    for the fiscal year ended April 30, 1992, filed with
                    the Commission on April 5, 1993 (``mendment No.
                    5')).
               10.7 8% Subordinated Mortgage Note dated April 28, 1989
                    made by the Company to D.H. Blair Holdings, Inc.
                    (incorporated by reference to Exhibit B to the
                    Registrant's Current Report on Form 8-K dated May 2,
                    1989 (the `May 2 8-K'')).
               10.8 Amendment No. 1 to the 8% Subordinated Mortgage Note
                    held by D.H. Blair Holdings, Inc. (incorporated by
                    reference to Exhibit E to the March 11 8-K).
               10.9 Security Agreement and Chattel Mortgage between the
                    Company and D.H. Blair & Co., Inc. (incorporated by
                    reference to Exhibit A to the May 2 8-K).
               10.10     Assignment of Software Codes as Security for
                    Subordinated Mortgage Note made by the Company to D.H.
                    Blair & Co., Inc. (incorporated by reference to
                    Exhibit C to the May 2 8-K).
               10.11     Pledge Agreement made by Barrington J. Fludgate
                    to D.H. Blair & Co., Inc. (incorporated by reference
                    to Exhibit D to the May 2 8-K).
               10.12     Promissory Note dated February 7, 1992 made by
                    the Company to D.H. Blair Holdings, Inc., as amended
                    (incorporated by reference to Exhibit 10.12 to
                    Amendment No. 4).

                                        134





               10.13     Loan Agreement dated May 26, 1992 between the
                    Company and D.H. Blair Investment Banking Corp.
                    (incorporated by reference to Exhibit A to the
                    Company's Current Report on Form 8-K dated May 26,
                    1992 (the ``ay 26 8-K'')).
               10.14     Promissory Note dated May 26, 1992 made by the
                    Company to D.H. Blair Investment Banking Corp., as
                    amended (incorporated by reference to Exhibit 10.14 to
                    Amendment No. 4).
               10.15     Letter Agreement dated December 31, 1992 between
                    D.H. Blair Investment Banking Corp. and the Company
                    (incorporated by reference to Exhibit 10.15 to
                    Amendment No. 4).
               10.16     Letter Agreement dated December 3, 1991 between
                    the Company and ABN/AMRO Bank N.V. (``BN'')
                    (incorporated by reference to Exhibit 10.16 to
                    Amendment No. 4).
               10.17     Promissory Note dated December 13, 1991 made by
                    the Company to ABN (incorporated by reference to
                    Exhibit 10.17 to Amendment No. 4).
               10.18     General Liability Agreement dated November 27,
                    1991 between the Company and ABN, with attached
                    Guaranty dated November 27, 1991 given by Barrington
                    J. Fludgate to ABN (incorporated by reference to
                    Exhibit 10.18 to Amendment No. 4).


                                        135





               10.19     Security Agreement dated November 27, 1991
                    between the Company and ABN (incorporated by reference
                    to Exhibit 10.19 to Amendment No. 4).
               10.20     Corporate Guarantee dated November 26, 1991 from
                    Management Technologies Financial Consultants Pty. to
                    ABN (incorporated by reference to Exhibit 10.20 to
                    Amendment No. 4).
               10.21     Corporate Guarantee dated November 26, 1991 from
                    Management Technologies Trade Services, Inc. to ABN
                    (incorporated by reference to Exhibit 10.21 to
                    Amendment No. 4).
               10.22     Purchase Agreement dated as of July 17, 1992
                    between the Company and Michael Bollag, as amended
                    (incorporated by reference to Exhibit A to the July 24
                    8-K and Exhibit D to the September 17 8-K).
               10.23     Registration Rights Agreement dated as of July
                    23, 1992 between the Company and Michael Bollag
                    (incorporated by reference to Exhibit B to the July 24
                    8-K).
               10.24     Purchase Agreement dated as of September 15, 1992
                    among the Company, Michael Bollag, Naomi Bollag and
                    William Karon (incorporated by reference to Exhibit B
                    to the September 17 8-K).
               10.25     Registration Rights Agreement dated as of
                    September 5, 1992 among the Company, Michael Bollag,


                                        136





                    Naomi Bollag and William Karon (incorporated by
                    reference to Exhibit B to the September 17 8-K).
               10.26     Purchase Agreement dated as of October 6, 1992
                    between the Company and S. Sungyull Koo (incorporated
                    by reference to Exhibit 4.18 to the Company's
                    Registration Statement on Form S-3, Registration Nos.
                    33-25528 and 33-52074).
               10.27     Subscription Agreement dated as of December 14,
                    1992 between the Company and Robert Trump
                    (incorporated by reference to Exhibit 10.27 to
                    Amendment No. 4).
               10.28     Purchase Agreement dated as of December 18, 1992
                    between the Company and Clarion Capital (incorporated
                    by reference to Exhibit 10.28 to Amendment No. 4).
               10.29     Software Distribution License Agreement dated May
                    28, 1991 between the Company and Global Financial
                    Systems Inc. (the ``istribution  Agreement''), as
                    amended (incorporated by reference to Exhibit 10.29 to
                    Amendment No. 4).
               10.30     Software Development and Marketing Agreement
                    dated December 23, 1992 between the Company and
                    Hewlett Packard Company (incorporated by reference to
                    Exhibit 10.30 to Amendment No. 5).
               10.31     Employment Agreement dated December 31, 1991
                    between the Company and Anthony Cataldo (incorporated
                    by reference to Exhibit F to the Company's Current

                                        137





                    Report on Form 8-K dated March 11, 1992 (the `March
                    11 8-K'').
               10.32     Employment Agreement dated December 31, 1991
                    between the Company and Clifford Brune (incorporated
                    by reference to Exhibit G to the March 11 8-K).
               10.33     Employment Agreement dated April 30, 1992 between
                    the Company and Barrington Fludgate (incorporated by
                    reference to Exhibit A to the Company's Current Report
                    on Form 8-K dated May 13, 1992).
               10.34     Employment Agreement dated October 31, 1992
                    between the Company and Mark Blundell (incorporated by
                    reference to Exhibit 10.34 to Amendment No. 4).
               10.35     Severance Agreement dated June 15, 1992 between
                    the Company and Peter LoRe (incorporated by reference
                    to Exhibit B to the May 26 8-K).
               10.36     Agreement dated January 1993 between the Company
                    and Blundell & Associates, Inc., as supplemented
                    (incorporated by reference to Exhibit 10.36 to
                    Amendment No. 4).
               10.37     Incentive Stock Option Plans (incorporated by
                    reference to Exhibit 10.37 to Amendment No. 4).
               10.38     Lease for the Company's premises at One Penn
                    Plaza, New York, New York (incorporated by reference
                    to Exhibit 10.4 to the Form S-18).
               10.39     Lease Termination Agreement dated February 3,
                    1993 by and between the Company and Delta Airlines

                                        138





                    (incorporated by reference to Exhibit 3 to the
                    Company's Current Report on Form 8-K dated February
                    26, 1993 (the ``ebruary 26 8-K'')).
               10.40     Agreement of Sublease dated February 26, 1993
                    between BT North America, Inc. and the Company
                    (incorporated by reference to Exhibit 2 to the
                    February 26 8-K).
               10.41     Subscription Agreement dated as of February 22,
                    1993 between the Company and D.H. Blair Holdings, Inc.
                    (incorporated by reference to Exhibit 3 to the
                    Company's Current Report on Form 8-K dated February
                    22, 1993).
               10.42     Irrevocable Voting Proxy dated February 23, 1993
                    from D.H. Blair Investment Banking Corp. in favor of
                    Anthony J. Cataldo (incorporated by reference to
                    Exhibit 1 to the February 26 8-K).
               10.43     Mutual Release and Hold Harmless Agreement dated
                    January 19, 1993 between MCN-CSI Computer Services,
                    Inc. and the Company (incorporated by reference to
                    10.43 to Amendment No. 5).
               10.44     Subscription Agreement dated April 26, 993,
                    between Robert S. Trump and the Company (incorporated
                    by reference to Exhibit A to the Company's Current
                    Report on Form 8-K dated April 30, 1993 (the ``pril
                    30 8-K'').


                                        139





               10.45     Letter Agreement dated April 36, 1993, between
                    Robert S. Trump and the Company dated April 26, 1993
                    (incorporated by reference to Exhibit B to the April
                    30 8-K).
               10.46     Letter Agreement dated April 26, 1993 between
                    Gerald Franz and the Company (incorporated by
                    reference to Exhibit C to the April 30 8-K).
               10.47     Escrow Agreement dated April 26, 1993 among
                    Gerald Franz, Baratta & Goldstein, as escrow agent,
                    and the Company (incorporated be reference to Exhibit
                    D to the April 30 8-K).
               10.48     Letter Agreement dated April 26, 1993 between
                    Gerald Franz and the Company (incorporated by
                    reference to Exhibit E to the April 30 8-K).
               10.49     Letter Agreement dated April 26, 1993 between
                    Gerald Franz and the Company (incorporated by
                    reference to Exhibit F to the Company's April 30 8-K).
               10.50     $50,000 Convertible Note executed by the Company
                    in favor of Gerald Franz dated April 26, 1993
                    (incorporated by reference to Exhibit G to the
                    Company's April 30 8-K).
               10.51     Letter Agreement dated August 13, 1993 between
                    Sharon S. Merrill and the Company (incorporated be
                    reference to Exhibit A to the July 29, 1993 8-K).
               10.52     Subscription Agreement dated July 30, 1993
                    between D.H. Blair Holdings, Inc. and the Company

                                        140





                    (incorporated by reference to Exhibit A to the August
                    6, 1993 8-K).
               10.53     Subscription Agreement dated August 6, 1993
                    between Bruno Guazzoni and the Company (incorporated
                    by reference to Exhibit B to the Company's August 25,
                    1993 8-K).
               10.54     Subscription Agreement dated August 9, 1993
                    between Duncan Robertson and the Company (incorporated
                    by reference to Exhibit B to the Company's August 25,
                    1993 8-K).
               10.55     Subscription Agreement dated August 9, 1993
                    between Caisse Centrale des Banques Populaires and the
                    Company (incorporated by reference to Exhibit B to the
                    Company's August 25, 1993 8-K).
               10.56     Stock Purchase Agreement dated July 29, 1993
                    among the MTI Merken Corporation, Sharon F. Merrill
                    and the Company (incorporated by reference to Exhibit
                    A to the Company's September 16, 1993 8-K).
               10.57     Agreement dated August 30, 1993 between Mark
                    Blundell Associates, Inc. and New Paradigm Software
                    Corp. (incorporated by reference to Exhibit 1 to the
                    Company's November 30, 1993 8-K).
               10.58     Agreement dated August 25, 1993 between New
                    Paradigm Software Corp. and the Company (incorporated
                    by reference to Exhibit 2 to the Company's November
                    30, 1993 8-K).

                                        141





               10.59     Agreement dated August 25, 1993 between New
                    Paradigm Software Corp. and the Company (incorporated
                    by reference to Exhibit 3 to the Company's November
                    30, 1993 8-K).
               10.60     Proxy dated November 19, 1993 by the Company
                    (incorporated by reference to Exhibit 4 to the
                    Company's November 30, 1993 8-K).
               10.61     Letter Agreement dated November 19, 1993 between
                    New Paradigm Software Corp. and the Company
                    (incorporated by reference to Exhibit 5 to the
                    Company's November 30, 1993 8-K).
               10.62     Heads of Agreement dated February 10, 1994
                    between Winter Partners Holding A.G. and the Company
                    (incorporated by reference to Exhibit 2 to the
                    Company's February 7, 1994 8-K).
               10.63     Subscription Agreement dated July 8, 1994 between
                    Edelson Partners III and the Company (incorporated by
                    reference to Exhibit A to the Company's July 12, 1994
                    8-K).
               10.64     Employment Agreement dated July 12, 1994 between
                    Keith Williams and the Company (incorporated by
                    reference to Exhibit 2 to the Company's July 13, 1994
                    8-K).
               10.65     Purchase and Sale Agreement dated July 13, 1994
                    between Winter Partners Holding A.G. and the Company


                                        142





                    (incorporated by reference to Exhibit 1 to the
                    Company's July 13, 1994 8-K).
               10.66     Purchase of Stock Agreement dated July 11, 1994
                    between Robert Trump and the Company (incorporated by
                    reference to Exhibit A to the Company's July 13, 1994
                    8-K).
               10.67     Amendment to Option Agreement dated July 11, 1994
                    between Robert Trump and the Company (incorporated by
                    reference to Exhibit B to the Company's July 13, 1994
                    8-K).
               10.68     Secured Promissory Note in favor of Midland
                    Associates dated July 11, 1994 (incorporated by
                    reference to Exhibit C to the Company's July 13, 1994
                    8-K).
               10.69     Pledge Agreement and Corporate Guarantees dated
                    July 11, 1994 between Midland Associates and the
                    Company (incorporated by reference to Exhibit D to the
                    Company's July 13, 1994 8-K).
               10.70     Common Stock Purchase Warrant dated July 11, 1994
                    (incorporated by reference to Exhibit E to the
                    Company's July 13, 1994 8-K).
               10.71     Promissory Note by the Company in favor if
                    FINMANAGEMENT dated July 7, 1994 (incorporated by
                    reference to Exhibit A to the Company's July 13, 1994
                    8-K).


                                        143





               10.72     Common Stock Purchase Warrant (incorporated by
                    reference to Exhibit B to the Company's July 13, 1994
                    8-K).
               10.73     Agreement pursuant to Regulation `S'' dated July
                    8, 1994 between Wellbourne Trust and the Company
                    (incorporated by reference to Exhibit A to the
                    Company's July 13, 1994 8-K).
               10.74     Common Stock Purchase Warrant (incorporated by
                    reference to Exhibit B to the Company's July 13, 1994
                    8-K).
               10.75     Promissory Note by the Company in favor if
                    Edelson Technology Partners III dated July 25, 1994
                    (incorporated by reference to Exhibit 1 to the
                    Company's July 27, 1994 8-K).
               10.76     Offshore Subscription Agreement between Bruno
                                                          rd
                    Guazzoni and the Company dated March 3  , 1994
                    (incorporated by reference to Exhibit 2 to the
                    Company's July 25, 1994 8-K).
               10.77     Offshore Subscription Agreement between COUTTS &
                    Co and the Company dated March 10, 1994 (incorporated
                    by reference to Exhibit 3 to the Company's July 25,
                    1994 8-K).
               10.78     Offshore Subscription Agreement between Caisse
                    Centrale des Banques Populaires and the Company dated
                    March 10, 1994 (incorporated by reference to Exhibit 4
                    to the Company's July 25, 1994 8-K).

                                        144





               10.79     Letter Subscription Agreement between Edelson
                    Technology Partners III and the Company dated August
                    23, 1994 (incorporated by reference to Exhibit 1 to
                    the Company's August 23, 1994 8-K).
               10.80     Offshore Subscription Agreement between Credit
                    Suisse (Hong Kong) and the Company dated September 9,
                    1994 (incorporated by reference to Exhibit 1 to the
                    Company's September 13, 1994 8-K).
               10.81     Letter Agreement between Metrend Limited and the
                    Company dated September 16, 1994 (incorporated by
                    reference to Exhibit 2 to the Company's September 13,
                    1994 8-K).
               10.82     Agreement between NPSC and the Company dated
                    September 6, 1994 (incorporated by reference to
                    Exhibit 1 to the Company's September 6, 1994 8-K).
               10.83     Form of Subordinated Promissory Note by NPSC
                    (incorporated by reference to Exhibit 2 to the
                    Company's September 6, 1994 8-K).
               10.84     Offshore Subscription Agreement between Credit
                    Suisse (Hong Kong) and the Company dated October 5,
                    1994 (incorporated by reference to Exhibit 1 to the
                    Company's October 5, 1994 8-K).
               10.85     Offshore Subscription Agreement between Roberto
                    Jimenez Collie and the Company dated October 11, 1994
                    (incorporated by reference to Exhibit 1 to the
                    Company's October 11, 1994 8-K).

                                        145





               10.86     Offshore Subscription Agreement between Toteam
                    Ltd Inc. and the Company dated October 11, 1994
                    (incorporated by reference to Exhibit 2 to the
                    Company's October 11, 1994 8-K).
               10.87     Offshore Subscription Agreement between Bruno
                    Guazzoni and the Company dated October 11, 1994
                    (incorporated by reference to Exhibit 3 to the
                    Company's October 11, 1994 8-K).
               10.88     Offshore Subscription Agreement between
                    Wellbourne Trust and the Company dated November 1,
                    1994 (incorporated by reference to Exhibit A to the
                    Company's November 3, 1994 8-K).
               10.89     Offshore Subscription Agreement between Toteam
                    Ltd., Inc. and the Company dated July 15, 1993
                    (incorporated by reference to Exhibit 1 to the
                    Company's November 4, 1994 8-K).
               10.90     Offshore Subscription Agreement between Toteam
                                                           rd
                    Ltd., Inc. and the Company dated June 3  , 1993
                    (incorporated by reference to Exhibit 1 to the
                    Company's November 4, 1994 8-K).
               10.91     Offshore Subscription Agreement between Roberto
                    Jimenez Collie and the Company dated June 7, 1993
                    (incorporated by reference to Exhibit 2 to the
                    Company's November 4, 1994 8-K).
               10.92     Offshore Subscription Agreement between Bruno
                    Guazzoni and the Company dated November 1, 1994

                                        146





                    (incorporated by reference to Exhibit 3 to the
                    Company's November 4, 1994 8-K).
               10.93     Offshore Subscription Agreement between Bruno
                    Guazzoni and the Company dated June 10, 1993
                    (incorporated by reference to Exhibit 3 to the
                    Company's November 4, 1994 8-K).
               10.94     Agreement between M.H. Meyerson & Co. and the
                    Company dated December 7, 1994 (incorporated by
                    reference to Exhibit 1 to the Company's December 7,
                    1994 8-K).
               10.95     Heads of Agreement between Digital Equipment
                    International Limited, Digital Equipment International
                    bv, Digital Equipment (Holdings) bv, and Digital
                    Equipment Co. Ltd. and the Company dated December 12,
                    1994 (incorporated by reference to Exhibit 3 to the
                    Company's December 12, 1994 8-K).
               10.96     Stock Purchase and Sale Agreement between Digital
                    Equipment International Limited, Digital Equipment
                    International bv, Digital Equipment (Holdings) bv, and
                    Digital Equipment Co. Ltd., MTi Holding and the
                    Company dated December 22, 1994 (incorporated by
                    reference to Exhibit 1 to the Company's December 22,
                    1994 8-K).
               10.97     Assignment of Secured Loan between Digital
                    Equipment Co. Ltd., MTi Holding and the Company dated


                                        147





                    December 22, 1994 (incorporated by reference to
                    Exhibit 2 to the Company's December 22, 1994 8-K).
               10.98     Letter Agreement between Midland Associates and
                    the Company dated January 23, 1995 (incorporated by
                    reference to Exhibit 1 to the Company's February 16,
                    1995 8-K).
               10.99     Letter Agreement between Digital Equipment Co.
                                                                  nd
                    Ltd, MTi Holding and the Company dated March 2  , 1995
                    (incorporated by reference to Exhibit 3 to the
                    Company's March 10, 1995 8-K/A).
               10.100    Offshore Subscription Agreement between
                    Wellbourne Trust and the Company dated February 23,
                    1995 (incorporated by reference to Exhibit 1 to the
                    Company's February 28, 1995 8-K).
               10.101    Promissory Note in favor of Howard Schraub dated
                    February 17, 1995 (incorporated by reference to
                    Exhibit 1 to the Company's March 10, 1995 8-K).
               10.102    Letter Agreement between Howard Schraub and the
                    Company dated February 17, 1995 (incorporated by
                    reference to Exhibit 2 to the Company's March 10, 1995
                    8-K).
               10.103    Non-qualified Stock Option Agreement between
                    Howard Schraub and the Company (incorporated by
                    reference to Exhibit 3 to the Company's March 10, 1995
                    8-K).


                                        148





               10.104    Non-qualified Stock Option Agreement between
                    Howard Schraub and the Company (incorporated by
                    reference to Exhibit 4 to the Company's March 10, 1995
                    8-K).
               10.105    Promissory Note in favor of Bruno Guazzoni dated
                    January 5, 1995 (incorporated by reference to Exhibit
                    5 to the Company's March 10, 1995 8-K).
               10.106    Offshore Subscription Agreement between
                    Wellbourne Trust and the Company dated February 23,
                    1995 (incorporated by reference to Exhibit 1 to the
                    Company's March 28, 1995 8-K).
               10.107    Offshore Subscription Agreement between Parkland
                                                         th
                    Limited and the Company dated April 4  , 1995
                    (incorporated by reference to Exhibit 1 to the
                                   rd
                    Company's May 3  , 1995 8-K).
               10.108    Offshore Subscription Agreement between Hillside
                    Industries, Inc. and the Company dated May 25, 1995
                    (incorporated by reference to Exhibit 1 to the
                    Company's May 23, 1995 8-K).
               10.108    Offshore Subscription Agreement between Hillside
                    Industries, Inc. and the Company dated May 25, 1995
                    (incorporated by reference to Exhibit 2 to the
                    Company's May 23, 1995 8-K).
               10.109    Separation Agreement and Release between Anthony
                    J. Cataldo and the Company dated July 6 and 7, 1995


                                        149





                    (incorporated by reference to exhibit (a) to the
                    Company's August 9, 1995 8-K)
               10.110 Pledge-Escrow Agreement between Anthony J.
                    Cataldo and the Company (incorporated by reference to
                    exhibit (c) to the Company's August 9, 1995 8-K)
               10.111 Non-recourse Promissory Note by Anthony J.
                    Cataldo date July 17, 1995 (incorporated by reference
                    to exhibit (b) to the Company's August 9, 1995 8-K)
               16.01 Letter on change of certifying accountant from
                    Goldstein & Morris dated May 10, 1995, (incorporated
                    by reference to exhibit 1 to the Company's May 9, 1995
                    8-K).
               17.01  Resignation letter from Barrington J. Fludgate,
                    dated September 15, 1995 (incorporated by reference to
                    exhibit (a) of the Company's September 15, 1995 8-K)
               17.02 Resignation letter from Robert Oxenberg, dated
                    December 13, 1995 (incorporated by reference to
                    exhibit (1) of the Company's December 13, 1995 8-K)
               22.01 List of the Company's Subsidiaries
               23.01 Consent by KPMG Peat Marwick LLP dated August 15,
                    1995

               (b)  Current reports on Form 8-K filed during the quarter
               ended April 30, 1995:

                                                           Financial

                                        150





                                                           Statement
          Form            Report Date     Item Reported    Filed

          8               March 7, 1995   7, Financial     Audited
                                          Statements of    Financial
                                          business         Statements for
                                          acquired         DESISCo years
                                                           ended June 30
                                                           1992, 1993 &
                                                           1994 Pro forma
                                                           financials
                                                           year ended
                                                           April 30,
                                                           1994, quarters
                                                           ended July 31
                                                           and October
                                                           31, 1994
          8-K             March 10, 1995  2, DESISCo       None
                                          acquisition
          8-K             February 17,    5, Internet      None
                          1995            Systems, Inc.
                                          litigation
                                          settlement
          8-K             February 28,    5, equity        None
                          1995            financing
          8-K             March 10, 1995  5, debt          None

                                        151





                                          financing
          8-K             March 28, 1995  5, equity        None
                                          financing
























                                        152





                                      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.

                                             MANAGEMENT TECHNOLOGIES, INC.

                                              By: /s/ S. Keith Williams
                                                  ------------------------

                                              S. Keith Williams, President
                                               and Chief Operating Officer

                                                 Date:     August 15, 1995













                                        153





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


                                  President, Chief     August 15,1995
            /s/ S. Keith          Operating Officer
            ------------
                                  and Director
            Williams
            --------
                                  (Principal Executive
            S. Keith Williams     Officer)

            /s/  Nigel J. Cole    Chief Financial      August 15, 1995
             -----------------
                                  Officer and
            Nigel J. Cole
                                  Principal Accounting
                                  Officer


            /s/ Peter Svennilson  Chairman of the      August 15, 1995
               -----------------
                                  Board and Director
            Peter Svennilson


            /s/ Daniel Sladden    Director             August 15, 1995
                --------------

            Daniel Sladden

                                        154






            Claudio Guazzoni      Director             August    , 1995


            /s/ Edward S. Stone                        August 15, 1995
               ----------------
                                  Director
            Edward S. Stone

             /s/ William L.
             --------------
                                  Director              August 15, 1995
             Meaney
             ------

             William L. Meaney



                                  Director            
             ---
             Anthony J. Cataldo








                                        155































                                        156

































<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
the consolidated financial statements of Management Technologies, Inc.
and subsidiaries for the year ended April 30, 1995, and is qualified in
its entirety by reference to such financial statements
</LEGEND>
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   YEAR                   YEAR
<FISCAL-YEAR-END>                          APR-30-1995             APR-30-1994
<PERIOD-END>                               APR-30-1995             APR-30-1994
<CASH>                                         833,000                 190,000
<SECURITIES>                                         0                       0
<RECEIVABLES>                                7,234,000                 822,000
<ALLOWANCES>                                   961,000                 325,000
<INVENTORY>                                          0                       0
<CURRENT-ASSETS>                             1,803,000                 134,000
<PP&E>                                       2,355,000                 914,000
<DEPRECIATION>                                 545,000                 701,000
<TOTAL-ASSETS>                              27,221,000               1,756,000
<CURRENT-LIABILITIES>                       17,915,000               2,444,000
<BONDS>                                      8,074,000               1,019,000
<COMMON>                                       140,000                 278,000
                                0                       0
                                          0                       0
<OTHER-SE>                                   5,879,000             (1,275,000)
<TOTAL-LIABILITY-AND-EQUITY>                27,221,000               1,756,000
<SALES>                                     18,687,000               2,320,000
<TOTAL-REVENUES>                            18,687,000               2,320,000
<CGS>                                        4,924,000               1,864,000
<TOTAL-COSTS>                               29,440,000               9,800,000
<OTHER-EXPENSES>                             1,934,000                 570,000
<LOSS-PROVISION>                               636,000                 325,000
<INTEREST-EXPENSE>                             822,000                 167,000
<INCOME-PRETAX>                           (12,687,000)             (8,050,000)
<INCOME-TAX>                                         0                       0
<INCOME-CONTINUING>                       (12,687,000)             (8,050,000)
<DISCONTINUED>                                       0                       0
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                              (12,687,000)             (8,050,000)
<EPS-PRIMARY>                                   (1.70)                  (2.79)
<EPS-DILUTED>                                   (1.70)                  (2.79)
        

</TABLE>





                                             Exhibit 23

          The Board of Directors
          Management Technologies, Inc.:

          We consent to incorporation by reference in the registration
          statements (No. 33-25528 and No. 33-52074) on Form S-1 and Form
          S-3 respectively of management Technologies Inc. of our report
          dated August 15, 1995, relating to the consolidated balance sheet
          of Management Technologies, Inc. and subsidiaries as of April 30,
          1995, and the related consolidated statements of operations,
          stockholders equity, and cashflows for the year ended April 30,
          1995, which report appears in the April 30, 1995, annual report
          on Form 10-KSB of Management Technologies, Inc. and subsidiaries.

          Our report dated August 15, 1995, contains an explanatory
          paragraph that states that the Company has suffered recurring
          losses from operations and at April 30, 1995, has a working
          capital deficiency that raises substantial doubt about its
          ability to continue as a going concern.  The consolidated
          financial statements do not include any adjustments that might
          result from the outcome of that uncertainty.

          New York,  New York
          August 15, 1995         /s/ KPMG Peat Marwick LLP















                              CERTIFICATE OF AMENDMENT

                                       OF THE

                            CERTIFICATE OF INCORPORATION

                                         OF

                            MANAGEMENT TECHNOLOGIES, INC.

                  Under Section 805 of the Business Corporation Law







          FILER:

          Baratta & Goldstein
          597 Fifth Avenue
          New York,  NY  10017


                              CERTIFICATE OF AMENDMENT

                                       OF THE

                            CERTIFICATE OF INCORPORATION

                                         OF

                            MANAGEMENT TECHNOLOGIES, INC.

                  Under Section 805 of the Business Corporation Law


          The undersigned, being the Chairman of the Board and Assistant
          Secretary of MANAGEMENT TECHNOLOGIES, INC. do hereby certify and
          set forth as follows:

               FIRST:  The name of the corporation is:
                              MANAGEMENT TECHNOLOGIES, INC.

               SECOND:  The Certificate of Incorporation was filed by the
          Department of State on May 9, 1980.

               THIRD:  The Certificate of Incorporation is hereby amended
          as follows:
               The Certificate of Incorporation is amended to increase the
          authorized number of shares of Common Stock from One Hundred
          Million (100,000,000) having a par value of One Cent ($.01) each
          to Two Hundred (200,000,000) having a par value of One Cent
          ($.01) each, and to change the address to which the Secretary of


          State shall mail a copy of any process against the corporation
          served upon him.


               To accomplish the foregoing amendments, paragraphs FOURTH
          and FIFTH, which respectively refer to the authorized stock and
          the address for service of process, are hereby amended to read as
          follows:

               `FOURTH:  The Corporation is authorized to issue one class
          of stock to be designated `Common Stock''.  The aggregate number
          of shares shall be Two Hundred Million (200,000,000) shares of
          Common Stock with a par value of One Cent ($.01) each.''

               `FIFTH:  The Secretary of State is designated as agent of
          the corporation upon whom process against it may be served.  The
          post office address to which the Secretary of State shall mail a
          copy of any process against the corporation served upon him is:
                               c/o Baratta & Goldstein
                                  597 Fifth Avenue
                             New York,  New York   10017

               FOURTH:  The above amendments to the Certificate of
          Incorporation were authorized by written consent of the Board of
          Directors, followed by a majority vote of the holders of all
          outstanding shares entitled to vote thereon.

               IN WITNESS WHEREOF, this Certificate of Amendment has been
          subscribed this day of May, 1995, by the undersigned who affirm
          that the statements made herein are true under the penalties of
          perjury.


          /s/ Anthony J. Cataldo                       /s/ Keith Williams
          Anthony J. Cataldo                           Keith Williams
          Chairman of the Board                        Chief Operating
                                                       Officer and Assistant
                                                       Secretary 



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