OPTICAL SECURITY GROUP INC
10KSB/A, 1997-06-27
PLASTICS PRODUCTS, NEC
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<PAGE>
 
                    [LOGO OF OPTICAL SECURITY APPEARS HERE]

Corporate Offices





June 27, 1997


Edgar Postmaster
Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC  20549

RE:  Optical Security Group
     File #0-17531
     Form Type 10KSBA
     CIK 843961

Gentlemen:

Due to a transmission coding error on the number of pages, we are filing 
herewith the attached 10KSBA to include the signature and Financial Index pages
of our Form 10KSB filed with the Securities Exchange Commission on June 27,
1997 at 11:55 a.m.


Sincerely,

/s/ Gerald A. Melfi
- -------------------
Gerald A. Melfi
Principle Financial Officer


GAM/cmg    
<PAGE>
 
 
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                                 FORM 10-KSB/A

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

For the fiscal year ended March 31, 1997.

Commission File No. 0-17531

                          OPTICAL SECURITY GROUP, INC.
                 (Name of small business issuer in its charter)

               COLORADO                                84-1094032
     (State or other jurisdiction                   (I.R.S. Employer
     of incorporation or organization)              Identification No.)

                          535 - 16th Street, Suite 920
                         Denver, Colorado        80202
                    (Address of principal executive offices)

Issuer's telephone number:  (303) 534-4500

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

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

                                  Common Stock
                                (Title of Class)

Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the 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 disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.  [  ]

The issuer's revenue for its most recent fiscal year was $13,085,764.

The aggregate market value of the common stock held by non-affiliates of the
issuer, 2,638,231 shares of common stock, as of May 30, 1997, was approximately
$17,808,059, based on the average of the closing bid and ask prices of the
Issuer's common stock as reported on the NASDAQ SmallCap Market System.  Shares
of voting stock held by each officer and director and each person who owns 5% or
more of the outstanding voting stock have been excluded from this calculation in
that such persons may be deemed to be affiliates.  The determination of
affiliate status is not necessarily conclusive.

As of June 6, 1997, the issuer had 4,973,952 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE - NONE

Transitional Small Business Disclosure Format (Check one):  YES [ ] NO [X]

Exhibit Index found at page 21.

<PAGE>
 
                                   SIGNATURES


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

 
                              OPTICAL SECURITY GROUP, INC.
 


Date:  June 27, 1997          By:    /s/ Richard H. Bard
                                 --------------------------------
                                 Richard H. Bard, Chief Executive
                                 Officer and Director



Date:  June 27, 1997          By:   /s/ Gerald A. Melfi
                                 --------------------------------
                                 Gerald A. Melfi, Principal
                                 Financial Officer


Date:  June 27, 1997          By:   /s/ Yoram Curiel
                                 --------------------------------
                                 Yoram Curiel, Director



Date:  June 27, 1997          By:   /s/ Martin T. Hart
                                 --------------------------------
                                 Martin T. Hart, Director



Date:  June 27, 1997          By:   /s/ J.R. Holland, Jr.
                                 --------------------------------
                                 J. R. Holland, Jr., Director



Date:  June 27, 1997          By:   /s/ Richard D. Lamm
                                 --------------------------------
                                 Richard D. Lamm, Director



Date:  June 27, 1997          By:   /s/ Bruce I. Raben
                                 --------------------------------
                                 Bruce I. Raben, Director

                                       22
<PAGE>
 
ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES


                               Table of Contents
                               -----------------
<TABLE>
<CAPTION>
 
                                          Page
                                          ----
<S>                                       <C>
Financial Statements:
 
     Report of Independent Auditors       F-1
 
     Balance Sheets                       F-2
 
     Statements of Operations             F-4
 
     Statement of Stockholders' Equity    F-5
 
     Statements of Cash Flow              F-6
 
     Notes to Financial Statements        F-8
</TABLE>

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