(Exact Name of Registrant as Specified in Charter)

Registrant's Telephone Number: (972) 934-8797

(Title of Class)

Indicate by check mark whether Registrant has (i) filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months, and (ii) been subject to such filings requirements for the past ninety (90) days.  Yes   X  No.       

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not 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-K or any amendment to this Form 10-K. (   )

At October 28, 2002, the aggregate market value of the shares of Common Stock held by non-affiliates of the registrant was approximately $1,950,000. At such date there were 6,348,934 shares of the registrant's Common stock outstanding.

     Electric & Gas Technology, Inc.("the Company" or "ELGT") was organized under the laws of the State of Texas on March 18, 1985, to serve as a holding company for operating subsidiary corporations. In April, 1985, the Company (i) acquired from Commercial Technology, Inc. ("COMTEC"), an affiliated company, all of the stock of Reynolds Equipment Company ("Reynolds") for stock of the Company and (ii) acquired from a subsidiary of COMTEC all of the stock of Retech, Inc. ("Retech") [formerly Test Switch Technology, Inc.("Test Switch"), formerly Superior Technology, Inc. ("Superior")] for stock of the Company. In 1988, the Company acquired 85% (and subsequently 100%) of the stock of Data Automation Company, Inc. ("DAC") from Video Science Technology, Inc., formerly an affiliate of COMTEC and of the Company; DAC owned 100% of Domac Plastics, Inc. ("Domac") and Logic Design Metals, Inc. ("L ogic"). Domac and Logic were subsequently sold. During 1992 Logic merged into DAC, its parent, and DAC changed its name to Logic Design Metals, Inc. and is referred to herein as "Logic". Fridcorp Plastics, Inc. ("Fridcorp") was acquired by the Company in January, 1992, in exchange for 162,000 shares of Company Common Stock. Fridcorp was subsequently sold December 1997. Hydel Enterprises, Inc. ("Hydel") [formerly Stelpro Limited ("Stelpro")] was acquired by the Company in April, 1992, in exchange for 166,474 shares of Company Common Stock and $1,100,000 (Cdn. funds)(April 30, 1992, exchange rate: .8370). On August 1, 1992, Hydel acquired all of the outstanding capital stock of Hydel Engineering Limited ("Hydel Engineering") for cash and notes payable of approximately $719,000 ($850,000 Cdn.). Hydel Engineering was merged into Hydel effective August 1, 1995. The number of shares of Company Common Stock issued in th e acquisitions of Fridcorp and Hydel was, in each case, determined through arms-length negotiations. Superior Magnetics, Inc. ("SMI") was formed by the Company to acquire the operating assets of the business operations of Denison Magnetics of Texas Instruments Incorporated on November 30, 1992 for cash and deferred payments of approximately $2,900,000. The Company incorporated Atmospheric Water Technology, Inc. (Formerly Atmospheric and Magnetics Technology, Inc.) ("AWT") on June 10, 1996 under the laws of the State of Texas. AWT, which remained dormant during most of Fiscal 1997, was formed to undertake the Company's venture into the water industry.

     The Company presently is the owner of 100% of Reynolds and Hydel and owns 91.5% of AWT and, through such subsidiaries, operates in three distinct business segments: (1) production of atmospheric water, filtration and enhanced water products (AWT); (2) the manufacture and sale of natural gas measurement, metering and odorization equipment (Reynolds); and (3) the manufacture and sale of electric meter enclosures and pole-line hardware for the electric utility industry and the general public (Hydel). Effective October 1, 1997, the Company made a decision to sell its defense electronics business segment and the business has been treated as a discontinued operation. Effective July 31, 1997, the Company sold and discontinued the operations of its metal fabrication segment which previously was engaged in the manufacture and sale of precision metal enclosures for telecommunication and computer equipment (Logic). The Company sold its Canadian heating division and its U.S. meter socket and Test Switch divisions during fiscal 1996 and 1995. These operations were part of the electric segment. The Company's Headquarters is located at 13636 Neutron Road, Dallas, Texas 75244-4410. Its telephone number is (972) 934-8797 and its facsimile number is (972) 991-3265.

Financial Information by Segment

     The following table depicts revenues, operating income (loss) from continuing operations and identifiable assets of the Company by segment, for the fiscal years ended July 31,:

     Financial data by geographic area for the fiscal year ended July 31, 2002 are as follows:

      History

     Atmospheric Water Technology, Inc. (Formerly Atmospheric & Magnetics Technology, Inc.) (AWT) was incorporated June 10, 1997 under the laws of the State of Texas. AWT was created by the Company to exploit the opportunities in the Water Industry.

     Products

     AWT owns patented technology that extracts water from the atmosphere, turning it into clean drinking water, known as the "Watermaker," "Wet Air" and "Infinite Fountain of Water."

     Industry, Customers and Competition

     Industry. AWT operates in an industry that supplies potable drinking water equipment to all segments of government, military, commercial, industrial and consumer markets. This equipment is used to extract water from the atmosphere, filter water, purify water, store water and both chill or heat water. AWT estimates that the industry develops sales of several billion dollars. This industry estimate is expected to grow significantly every year as potable drinking water continues to become more scarce worldwide.

     Customers. AWT's potential customers will include government (embassies, emergency operations, municipalities, etc.), military sales (command posts, field support, naval vessels, etc.), commercial sales (Hotels, Professionals, Schools, Clinics, etc.), industrial sales (Mining, Offshore Oil Drilling, Manufacturing, etc.) and consumer's sales (Health Food Stores, Health Clubs, General Food Channels, etc.) domestically and internationally.

     Competition. AWT's atmospheric technology competes with similar products and the indirect filtration and bottled water alternative potable drinking water sources are well developed worldwide.

     Marketing

     The current emphasis is on identification of channels of distribution for the "Watermaker" product. This includes identifying representatives, distributors and distributed manufacturing to support a worldwide marketing strategy. AWT is also addressing funding sources for the purchase of "Watermaker" products for humanitarian purposes.

     Employees

     As of July 31, 2002 this segment had no employees and has been conducting its preliminary work through the use of consultants. Administrative services have been provided by the Company.

     History

     Reynolds Equipment Company ("Reynolds") was incorporated March 31, 1967 under laws of the State of Texas. In 1982, all of the stock of Reynolds was acquired by COMTEC, an affiliate of the Company. Subsequently, the stock of Reynolds was sold to Retech in exchange for common stock of the Company and later transferred direct ownership to the Company. Reynolds maintains its principal offices at 410 Kirby Street, Garland, Texas 75042.

     Products

     Reynolds manufactures equipment used in the natural gas industry. Its principal products known as "RECOR" are electronic pressure, temperature and volumetric instrumentation and accessories peripheral to gas measurement. Reynolds continues to produce its traditional line of mechanical instrumentation including pressure, temperature and volumetric recording and indicating devices. In addition, Reynolds provides engineering and equipment used to accomplish the odorization of natural gas.

     Industry, Customers and Competition

     Industry. Reynolds operates in the industry which supplies equipment to the natural gas industry. This equipment is used to measure, control and monitor the flow of natural gas in pipelines. Reynolds estimates that its industry develops annual sales of approximately $100,000,000. Odorization of natural gas is important and Reynolds is a recognized provider to the industry with its expertise and service.

     Customers. Reynolds sells to natural gas utilities, pipeline and production companies domestically and worldwide. Products are marketed through commissioned manufacturers representatives, in-house sales, resale distributors and contract engineering firms.

     Competition. Reynolds operates in a competitive industry that is not dominated by one or a few large companies. It is a major factor in the sale of chart drives. Its principal competitors are Mercury Instruments, Inc., Equimeter Incorporated, YZ Industries and others.

     Employees

     Reynolds employs approximately 21 persons, including 1 company officer and 2 administrative clerical personnel. None of the employees is represented by a labor union or other labor association, and relations with its employees are considered excellent. Reynolds has never experienced nor anticipates a strike or other work stoppage.

     History

     Hydel. Hydel (formerly Stelpro) was incorporated in 1977 under the laws of the Province of Ontario, Canada, and has operated as a manufacturer of electrical equipment for use in the electric utility industry since its inception. In 1982, Hydel purchased a baseboard heater manufacturing business from Westinghouse. Stelpro changed its name to Hydel in January 1995 upon the sale of its heating manufacturing business. Hydel Engineering, which was merged into Hydel effective August 1, 1995, was incorporated in November 1969 under the Laws of the Province of Ontario, Canada, and as in the case of Hydel operated as a manufacturer of electric equipment for use in the electric utility industry since its inception. Hydel operates primarily within Canadian markets. Hydel maintains its executive office at 49 Howden Road, Scarborough, Ontario M1R 3C9 and a manufacturing facility at 566 Ridge R oad, Welland, Ontario L3B 5R4.

     Products

     Hydel. Hydel operates two industrial facilities, one located within metropolitan Toronto, Ontario and the other in Welland, Ontario. The Welland facility primarily manufactures the pole line hardware and subcontracts manufacturing and assembly for a local company. The Scarborough plant manufactures a full line of proprietary metal cabinets and other metal enclosures, electric meter sockets and industrial safety switches. Hydel's products are approved by the Canadian Standards Association which is the Canadian equivalent of U. L.

     Industry, Customers and Competition

     Industry-Hydel. Hydel operates within the electric equipment supply industry and manufacturing equipment for use in the electric utility industry. Hydel competes primarily within Canadian markets.

     Customers-Hydel. Hydel sells its electric utility supply products to utilities and others in Canada.

     Competition-Hydel. Hydel faces competition for sales of its electric utility supply products primarily from two electric utility supply manufacturers, Thomas & Betes and Commander. Pole line hardware's main competitors are Slater/Tridem, Joslyn and A.B. Chance.

     Marketing

     Hydel. Hydel employs a general sales manager who is responsible for coordinating company-wide sales, as well as directing sales in the Province of Ontario. Hydel utilizes independent manufacturers representatives to promote sales in the remainder of Canada.

     Raw Materials

     Hydel. Hydel uses sheet aluminum and sheet steel of various gauges in its manufacturing processes and two vendors to galvanize their pole line hardware products. Bar materials are purchased directly from mills. Hydel purchases products directly from the mills or distributors. There are adequate sources of such materials, though price fluctuations have occurred in the past.

     Employees

     Hydel. Hydel currently employs 57 persons, including 15 in administrative and sales positions. None of the employees is represented by a labor union or other labor organization. Hydel enjoys good relations with its employees and has never experienced a strike or work stoppage. The jobs encompassed in Hydel's manufacturing operations do not require highly skilled workers, except in a few positions.

     The Company maintains executive offices at 13636 Neutron Road, Dallas, Texas 75244-4410 in a 7,800 sq. ft. one story building and is fully adequate to serve its needs.

     Hydel leases one industrial building in metropolitan Toronto, Ontario. The Scarborough facility is leased until March 2007 and contains approximately 67,000 square feet, including approximately 7,000 square feet of office space. In addition, Hydel owns a 22,000 square foot manufacturing and office space on approximately 7 acres of land located in Welland, Ontario. Such facility provides 20,000 square feet of manufacturing and 2,000 square feet of office space.

     Reynolds carries on its manufacturing and sales activities in a building owned by it situated on 40,000 square feet of land in Garland, Texas. The plant is a one story, concrete building containing approximately 15,500 square feet of floor space, which includes approximately 2,000 feet of office space.

     Unites States of America, Plaintiff Vs Commercial Technology, Inc., et.al., Defendant in the United States District Court, Northern District of Texas. Case number 3-99-CV-2668-X. Plaintiff brought an action to collect on a defective judgment to force the sale of an office building, which was acquired from the defendant by ELGT in 1987. The court has ruled that the transaction the Government relied upon to enforce the judgment was not a debt and was therefore not entitled to relief under the Act; and that they are not entitled to a judicial sale of the property. The Government's only further action was under the Texas Fraudulent Conveyance. A jury trial was held between March 26 and April 6, 2001. The court granted a motion as to the Company and dismissed all claims. However, a unanimous verdict was returned in favor of the Plaintiff on April 6, 2001 finding that Commercial Technology, Inc. ("Comtec") transferred a piece of real property to the Company in violation of the Texas Uniform Fraudulent Transfer Act ("Act"). Commercial Technology, Inc. and the Company filed on April 27, 2001 a renewed motion for judgment as a matter of law, or, alternatively, for a new trial. Such motion will show that the real property is not an asset under the Act, the Company's Hypothecation Agreement operates as a deed and therefore the Company acquired equitable title and/or is entitled to subrogation. The Company's appeal was pending Comtec's filing of a Chapter 11 bankruptcy proceeding on July 3, 2001. Such proceeding has been dismissed. The Company's appeal to the United States Court of Appeals for the Fifth Circuit is presently in progress. In order to go forward with the appeal, the court required the Company to obtain a performance bond in the amount of approximately $500,000. CIT Group Credit Finance, Inc. ("CIT") held what bankruptcy counsel believes is a secured lien on the building as a result of their lo ans to the Company. An affiliate of the Company acquired CIT's secured lien on the building. The Company will vigorously defend its position. The Company believes the ultimate outcome of the above matter will not have a material effect on the Company's financial position.

     Electric & Gas Technology, Inc., Retech, Inc. and Hydel Enterprises, Inc. (Plaintiff) Vs Nathan Mazurek, American Circuit Breaker Corp. and Provident Group, Inc. (Defendants)- Civil Action N. 3:01-CV-2756-G. Plaintiff filed suit in the 160^th District Court in Dallas, County. The Case has been removed to United States District Court for the Northern District of Texas, Dallas Division. Plaintiff alleges the non-payment of a note to Retech, Inc. of approximately $1,150,000, unpaid accounts receivable to Hydel Enterprises, Inc. of approximately $975,000 (Canadian Dollars), plus added sums in penalties, damages and attorneys fees. The court dismissed Nathan Mazurek on jurisdictional grounds and granted Plaintiff's motion to stay pending litigation in Delaware involving the related parties over the same issues.

     (a) Annual meeting of stockholders, January 18, 2002.

     (b) Not applicable.

     (c) Not applicable.

     The Common Stock of the Registrant is traded in the Over-the-Counter Bulletin Board Market and quoted on the National Association of Securities Dealers Automated Quotation System (NASDAQ) under the symbol ELGT.

     The following table sets forth the range of "Bid" and "Ask" prices, by quarters, since October 31, 1999 (Retroactively restated for a 3 for 4 reverse stock split effective June 13, 2001), as compiled by NASDAQ and representing prices between dealers which does not include retail markups or commissions, thus, such prices may not represent actual transactions.

     The Company has paid no dividend on the Common Stock and payment of dividends in the foreseeable future is not anticipated.

     As of July 31, 2002 there were 434 holders of record of the Common Stock of the Company, exclusive of beneficial ownership through brokerage firm nominee name.

* Retroactively restated for a 3 for 4 reverse stock split effective June 13, 2001.

     The Company, through its subsidiaries, operates within three separate industries. These are (i) production of atmospheric water, filtration and enhanced water products; (ii) the manufacture of natural gas measurement equipment and gas odorization products; and (iii) the manufacture and sale of metal enclosures and other electrical equipment for use in the electric utility industry.

Results of Operations

     The discussion below relates to the Company's operations during the fiscal years ended July 31, 2002, 2001 and 2000.

     Summary. The Company reported net (loss) earnings of $(2,498,699), $(2,124,676) and $166,262 for fiscal years 2002, 2001 and 2000, respectively. During fiscal 2002 and 2001, the net losses were primarily the result of losses in evaluating the decline in value of investments of $(1,370,700) and $(1,191,425), respectively; and research and development costs in the Water segment of approximately, $(213,000) during fiscal 2002.

     The following table represents the changes [increase/(decrease)] in operating revenues, operating income and earnings from continuing operations before income taxes by the respective industry segments when compared to the previous period:

     Water revenues amounted to $18,865, $152,441 and $4,241 in 2002, 2001 and 2000, respectively which were essentially sales of a few demonstrators of this segment's "Watermaker" product. Expenses were $232,140, $222,741 and $77,369 in 2002, 2001 and 2000, respectively, included development of a business plan, testing and development of a new watermaker model and marketing expenses. AWT has recently signed an exclusive sales, marketing and manufacturing agreement with a major Government and Defense contractor for the government sector market. The effect of such agreement is expected to positively impact the second half of fiscal 2003.

     Gas revenues increased (decreased) by $(740,439), $938,842 and $(407,041) or (21.47)%, 37.40% and (13.95%) in fiscal 2002, 2001 and 2000, respectively. Operating income (loss) was $70,609, $121,214 and $(112,366) for fiscal 2002, 2001 and 2000, respectively. Sales and operating profits declined during fiscal 2002 after increasing substantially in fiscal 2001. Fiscal 2002 was affected by the decline in the U. S. economy and the effects of September 11. Declining sales from competitive pricing during fiscal 2000 resulted in lower margins to cover administrative and engineering costs.

     Electric revenues (decreased) increased by $(693,804), $(1,102,071) and $364,670 for the fiscal years 2002, 2001 and 2000, respectively. Revenues increased slightly by $364,670 during 2000. These declines are attributed to prior years demand for Y2K contingency purchases and a large winter storm that affected Canada in 1999 unusually increasing prior years sales as a benchmark reversing these increases and more currently the general decline in the Canadian economy. However, in spite of the changes in sales, operating income only (decreased) increased by $(27,588), $41,011 and $(10,794) for fiscal 2002, 2001 and 2000, respectively. The continued improvement in operating income was provided by improved operating margins and reduced cost associated with the U.S. former employees of Retech's pension plan costs that amounted to approximately $130,000 during fiscal 2000.

     Gross profit margins were 21.52%, 20.00% and 17.50% for fiscal 2002, 2001 and 2000, with selling, general and administrative expenses as a percentage of sales for the same period of 18.09%, 16.52% and 14.93%, respectively. Improved margins during fiscal 2001 were partially offset by higher selling, general and administrative cost as a percentage of lower sales dollars from which the percentage is calculated.

     Expense relationships to the various changes in revenues effecting cost of sales and selling, general and administrative expenses are as follows. Cost of sales as a percentage of revenues amounted to 74.79%, 74.85% and 78.20% for the years ended July 31, 2002, 2001 and 2000, respectively. Selling, general and administrative expenses as a percentage of revenues were 24.22%, 22.34% and 21.44% for the years ended July 31, 2002, 2001 and 2000, respectively. Selling, general and administrative expenses increased as a percentage of sales due to reduced sales in the electric segment and increases in corporate overhead.

     Liquidity. Cash flow used by operating activities amounted to $(297,888), $(138,793) and $(931,676) for fiscal years 2002, 2001 and 2000, respectively. Operating cash flow has been supplemented by cash made available from the proceeds on the sale of the various segments and operating divisions.

     Current assets of the Company totaled $3,875,100 at July 31, 2002, down from current assets of $4,707,005 at July 31, 2001. Current liabilities decreased from fiscal 2001 to fiscal 2002 by $(47,842), resulting in a decrease in working capital (current assets less current liabilities) to $1,426,009 at July 31, 2002, from $2,210,072, a decrease of (35.5%). This decrease was the result of utilization of cash and short-term investments in operations. The Company believes it has sufficient cash to meet its working capital requirements and debt obligations.

     Capital Resources. Hydel has a working capital line-of-credit with a Canadian bank in the amount of $1,400,000. The Canadian credit facility is secured by receivables and inventories of Hydel.

     The Company purchased equipment consisting of normal asset acquisitions and replacements totaling $184,970, $576,807 and $120,185 during fiscal 2002, 2001 and 2000, respectively. A Finn-Power turret press for its electrical segment for approximately $450,000 was purchased in fiscal 2001. The Company does not anticipate any other significant capital expenditures, other than in the ordinary course of replacing worn-out or obsolete machinery and equipment utilized by its subsidiaries. The Company may, from time to time, purchase such machinery and equipment provided such assets serve as additional collateral for outstanding loans to the Company (and its subsidiaries).

     No cash dividends have been declared on common stock by the Company's Board of Directors since the Company's inception. The Company does not contemplate paying cash dividends on its common stock in the foreseeable future since it intends to utilize its cash flow to service debt, for working capital and capital additions, and to finance expansion of its operations.

     Accounting for Post-Retirement Benefits. The Company provides no post-retirement benefits; therefore, FASB No. 106 will have no impact on the Company's financial position or result of operations.

     Inflation. The Company does not expect the current effects of inflation to have any effect on its operations in the foreseeable future. The largest single impact effecting the Company's overall operations is the general state of the economy and principally the home construction sector.

     Information regarding and factors affecting forward looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performances and underlying assumption and other statements which are other than statements of historical facts. Certain statements contained herein are forward-looking statements and, accordingly, involve risks and uncertainties which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. The Company's expectations, beliefs and projections are expressed in good faith and are believed by the Company to have a reasonable basis, including without limitations, management's examination of historical operating trends, data contained in the Company's records and other data available from third parties, but there can be no assurance that management's expectations, beliefs or projections will result, or be achieved, or accomplished.

     Information required by this item appears in the Consolidated Financial Statements and Report of Independent Certified Public Accountants of Electric & Gas Technology, Inc. and Subsidiaries for July 31, 2002, 2001, and 2000 as listed under Item 14.

     There have been no disagreements on accounting and financial disclosure.

     (a) During fiscal year ended July 31, 2002, the following persons served as directors of Registrant:

S. Mort Zimmerman and Daniel A. Zimmerman are father and son.

     (b) Executive Officers:

          The Executive Officers of Registrant are:

          See (a) above.

          Marie W. Pazol, Secretary

     S. Mort Zimmerman: Mr. Zimmerman is Chairman of the Board, President and Chief Executive Officer of the Company since its formation in March 1985. After attending Georgia Institute of Technology and Oglethorpe, Mr. Zimmerman graduated in 1958 with a Bachelor of Science in Electrical Engineering from Pacific International University. He established the first electronics subsidiary for the predecessor corporation of LTV Corporation which was formed to market a low cost television camera invented by Zimmerman and for which he was awarded a United States Patent in 1958. Prior to 1963 he participated in the engineering and installation of 18 television stations.

     In 1965 Mr. Zimmerman formed the first "one-bank holding company" of its kind in the United States and which later served as a model from which many bank holding companies were formed. He served as Chairman of the Board of four individual banking institutions, three of which were located in Florida (Springs National of Tampa, Metropolitan of Miami and Mercantile National of Miami Beach) and New York City (Underwriters Trust). After obtaining a public underwriting these banks were sold to others. In 1967 Intercontinental Industries, Inc. was organized and Mr. Zimmerman served as its Chairman and Chief Executive Officer. This diversified holding company was primarily engaged in the operations of Intercontinental Manufacturing Company, a weapons manufacturer that was later sold. Through his research and development in the field of video X-ray and imaging, Mr. Zimmerman caused the organization of Video Science Technology, Inc. in 1981 to exploit the invention s for which he was awarded two U. S. Patents. Patents awarded include: Television Camera-Video Amplifier and Blanking Circuits-1958, Electronic Thermometer-1963, Video-X-Ray Imaging System and Method-1977, Video System and Method for Presentation and Reproduction of X-Ray Film Images-1977, Electromagnetic Radio Frequency Excited Explosion Proof Lighting Method and System-1986, and Laser Display of an Electronically Generated Image Signal-1987. Recently, Mr. Zimmerman participated as a co-inventor on new Electronic Refrigeration technology to which patents are pending.

     Daniel A. Zimmerman: Mr. Zimmerman was elected Senior Vice President in 1991 and was re-elected as a Director of the Company in 1990 (Mr. Zimmerman served as a director from March, 1985 to January, 1988). Mr. Zimmerman is presently serving as President and Director of Reynolds. He received his Liberal Arts Degree from Austin College in Sherman, Texas in May, 1982.

     Fred M. Updegraff: Mr. Updegraff has served as Vice President and Treasurer of the Company since 1985. He was elected Treasurer and a member of the Board of Directors in May 1987. Mr. Updegraff is also Vice President, Controller and Director of DOL Resources which files reports under Section 13 of the Securities Act of 1934. From 1976 to 1981, he was Vice President of a manufacturing company engaged in the manufacture of brass valves for the plumbing industry. Mr. Updegraff graduated from Emporia State University with Bachelor Degrees in Business Administration and Education.

     James J. Ling: Mr. Ling is co-founder, chairman and chief executive officer of Empiric Energy, Inc. since November 1992. Mr. Ling founded Ling Electronics in 1955 and through a series of mergers and acquisitions which includes, Temco Aircraft Corporation, Chance-Vought, The Wilson Company, Braniff Airlines, Jones & Laughlin and National Car Rental, guided the conglomerate Ling-Temco-Vought (LTV) to a position among the largest companies in the Nation with annual sales of $3.2 billion. Mr. Ling resigned in 1971. Since 1985, Mr. Ling has been President of Hill Investors, Inc., a company organized to hold oil and gas investments and which also offers business consulting services.

     Dallas Talley: Mr. Talley is Chairman and President, of Capacitive Deionization Technology Systems, Inc. and has over twenty-five years of high tech senior executive experience. He has been CEO of New York Stock Exchange and NASDAQ companies including Qantel Business Computers, Televideo Systems and Zentec Corp. He has also been founder director of several emerging companies. Mr. Talley was Managing Partner of an international technology development group specializing in technology transfers in Asia Pacific, Europe and selected developing nations. He served on the Board of Directors of the American Electronics Association (AEA) from 1984 to 1989 and served as Chairman of AEA's Silicon Valley Chapter.

     Edmund W. Bailey, CPA: Mr. Bailey served as Vice President and Chief Financial Officer of the Company from March 1992 to April 30, 2002. He was elected a member of the Board of Directors May 1994. From January 1989 to March 1992, Mr. Bailey was a shareholder in the public accounting firm of Jackson & Rhodes P.C., Dallas, Texas. From August 1987 to December 1988, Mr. Bailey served as Vice President and Chief Financial Officer of Southern Foods Group, Inc., an independent milk producer. From May 1986 to July 1987, he was with the public accounting firm of Pannell Kerr Foster, Dallas, Texas. Prior experience included 16 years in public accounting with Fox & Company and Arthur Young & Company (now Ernst & Young). Mr. Bailey earned B.S. degrees in Business from Monmouth College, West Long Branch, New Jersey, and an M.B.A. degree from Southern Methodist University, Dallas, Texas. He resigned from the Company and the Board effective Ap ril 30, 2002 to pursue other interests.

Summary Compensation Table

S. Mort Zimmerman-President and Chairman of the Board.

Daniel A. Zimmerman-Senior Vice President.

Edmund W. Bailey-Vice President and Chief Financial Officer.

(a) A portion of the payments were made to an affiliate of S. Mort Zimmerman and includes accrued and unpaid

compensation of $75,000 for fiscal year 2002, 2001 and 2000, respectively.

(b) Expense allowances.

(c) Company match of 401 (K) employee contributions and expense allowances.

(d) Company match of 401 (K) employee contributions.

     (a)   The following tables sets forth the number of shares of Common Stock of holders of the Company known to the Company to be the beneficial owner of more than five (5%) per cent of its Common Stock at July 31, 2002.

     (b) The following table sets forth the number of shares of Common Stock of Registrant owned by all directors and officers as a group as of July 31, 2002:

1. Includes (i) 71,351 shares of the 713,507 shares owned beneficially and of record by Trans-Exchange Corporation, in which Mr. S. Mort Zimmerman has a 10% beneficial interest; and (ii) 23,572 shares owned by Glauber Management Company, a firm 42% owned by Mr. S. Mort Zimmerman and in which he effectively controls the voting of the company's stock owned by such firm. Mr. S. Mort Zimmerman disclaims any beneficial interest in the shares owned by his wife's estate and their adult children.
2. S. Mort Zimmerman and Daniel A. Zimmerman are father and son.