SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM 8-K

                                 CURRENT REPORT


       Pursuant to Section 13 or 15(d) of the Securities Exchange of 1934

                        Date of Report September 22, 1997

                                    DCX, Inc.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)



Colorado                             0-14273                     84-0868815
-------------                      -----------               -------------------
(State of                          (Commission                 (IRS Employer
incorporation)                     File Number)              Identification No.)



3002 North State Highway 83, Franktown, CO                       80116-0569
------------------------------------------                       ----------
(Address of principal executive offices)                         (Zip Code)



        Registrant's telephone number, including area code (303) 688-6070





                                 Not Applicable
          (Former name or former address, if changed since last report)





<PAGE>


Item 2. Acquisition or Disposition of Assets.
---------------------------------------------

On  September  22,  1997,  DCX,  Inc.  ("the  Corporation")   acquired  all  the
outstanding shares of PlanGraphics, Inc. ("PGI"), a Maryland corporation located
in  Frankfort,  Kentucky,  in exchange  for a total of  2,631,145  shares of the
Corporation's  no par value common stock at a price of $1.52 per share as set in
the acquisition agreement which is filed as Exhibit 2.1a with this Form 8-K. The
purchase price was based upon, among other things,  what the Company believes is
purchase  price  valuations  paid for other  companies in industries  similar to
PlanGraphics.  In addition,  the  Corporation  provided  working  capital to PGI
subsequent to the executing the acquisition agreement.

Effective upon completion of the closing, the Corporation has agreed to increase
the size of its Board of Directors  from four to seven  members and appoint John
C. Antenucci (President and Chairman of PlanGraphics) and two additional persons
nominated  by Mr.  Antenucci as three,  including  Mr.  Antenucci,  of the seven
directors of the Company. Furthermore, the Corporation has agreed to appoint one
additional  person jointly  nominated by Mr. Carreker,  President and CEO of the
Corporation,  and Mr.  Antenucci as the seventh of the seven  members,  with all
appointees serving until the next annual shareholders'  meeting. The Company has
also  agreed to  renominate  Mr.  Antenucci  and these  three  additional  newly
appointed directors of the Corporation to be elected for a full one-year term at
its next annual  shareholders'  meeting.  The additional  directors have not yet
been appointed.

The  Corporation  has  agreed  to  register  all of the  shares  to be issued in
connection  with the  acquisition.  The  Corporation  agreed to appoint  John C.
Antenucci President and Vice Chairman. Mr. Antenucci, 51, is founder,  President
and  CEO of  PlanGraphics,  Inc.,  a  company  specializing  in the  design  and
implementation of geographic information systems, since 1979. Mr. Antenucci is a
former  president of AF/FM  International,  a professional  association  for the
mapping  industry.  He is also a former  member of the  Academy of  Sciences  on
National Mapping,  an advisor to Ohio State University's  Center for Mapping and
editor of the leading textbook on GIS.

Item 5. Press Release
---------------------

A copy of the Corporation's press release, dated September 24, 1997, is provided
as an attachment to this Form 8-K.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
---------------------------------------------------------------------------

(a) Financial Statements of business acquired.


                               PLANGRAPHICS, INC.

                          AUDITED FINANCIAL STATEMENTS
                    NINE MONTHS ENDED SEPTEMBER 30, 1996 AND
                          YEAR ENDED DECEMBER 31, 1995

                                       2

<PAGE>

INDEPENDENT AUDITORS' REPORT
----------------------------

Board of Directors
PlanGraphics, Inc.
Frankfort, Kentucky


     We have audited the accompanying balance sheets of PlanGraphics, Inc. as of
September 30, 1996 and December 31, 1995, and the related  statements of income,
changes  in  stockholders'  equity,  and cash  flows for the nine  months  ended
September  30,  1996 and the year  ended  December  31,  1995.  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.

     We conducted  our audits in accordance  with  generally  accepted  auditing
standards. Those standards require that we plan and perform the audits 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  financial  position of  PlanGraphics,  Inc. at
September 30, 1996 and December 31, 1995,  and the results of its operations and
cash  flows for the nine  months  ended  September  30,  1996 and the year ended
December 31, 1995, in conformity with generally accepted accounting principles.


                                                       /S/ Eskew & Graham
                                                       -------------------------
                                                       Lexington, Kentucky

August 26, 1997

                                       3
<PAGE>
<TABLE>
<CAPTION>



                                         PLANGRAPHICS, INC.
                                           BALANCE SHEETS


                                                                September 30              December 31
                                                                    1996                     1995
                                                                ------------              ------------
     ASSETS
<S>                                                              <C>                      <C>        
Cash                                                             $    59,870              $   437,198
Accounts receivable - billed contract fees                         1,363,697                  976,294
Accounts receivable - unbilled contract fees                         766,321                  735,738
Accounts receivable - other                                           84,588                   66,913
Deferred tax asset                                                    36,000                  160,000
                                                                 -----------              -----------
   Total current assets                                          $ 2,310,476              $ 2,376,143

Premises and equipment (net of accumulated
   depreciation of $860,953 and $579,808, respectively)            2,650,728                  466,577
Other assets                                                         174,099                  138,648
Goodwill                                                             155,416                  165,271
                                                                 -----------              -----------

TOTAL ASSETS                                                     $ 5,290,719              $ 3,146,639

     LIABILITIES AND STOCKHOLDERS'
       EQUITY (DEFICIT)
Accounts payable                                                 $   560,230              $   259,645
Bank overdraft                                                             0                  385,429
Notes payable - current portion                                      337,507                  954,292
Obligation under capital leases - current portion                    115,308                   64,429
Accrued expenses                                                     631,482                  321,017
Deferred revenue                                                     428,291                  744,824
Other liabilities                                                     15,389                   11,682
                                                                 -----------              -----------
   Total current liabilities                                     $ 2,088,207              $ 2,741,318

Notes payable                                                      1,229,840                  691,126
Obligation under capital leases                                    2,041,154                   72,761
                                                                 -----------              -----------
   Total liabilities                                             $ 5,359,201              $ 3,505,205

Stockholders' Equity (Deficit):
   Common stock, no par value; voting; 100,000
     shares authorized; 97,175 shares issued and
     outstanding$ 153,928                                        $   153,928
   Common stock, no par value; non-voting; 110,000
     shares authorized; 110,396 and 111,980 issued
     and outstanding in 1996 and 1995, respectively                  328,035                  342,850
   Accumulated deficit                                              (550,445)                (855,344)
                                                                 -----------              -----------
     Total stockholders' equity (deficit)                        $   (68,482)             $  (358,566)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                       $ 5,290,719              $ 3,146,639

                                      See notes to financial statements.

                                                      4
</TABLE>

<PAGE>



                               PLANGRAPHICS, INC.
                              STATEMENTS OF INCOME
                    NINE MONTHS ENDED SEPTEMBER 30, 1996 AND
                          YEAR ENDED DECEMBER 31, 1995



                                                      1996              1995
                                                   -----------      -----------

Contract revenues                                  $ 7,985,750      $ 7,838,201

Costs and expenses:
   Salaries and employee benefits                  $ 4,208,219      $ 4,770,217
   Direct contract costs                             1,582,377        1,355,552
   Marketing and proposal expenses                     317,659          409,914
   Other operating expenses                          1,112,216          985,692
                                                   -----------      -----------
     Total cost and expenses                       $ 7,220,471      $ 7,521,375

Operating income                                   $   765,279      $   316,826

Other income and (expenses):
   Interest income$                                        416      $         0
   Interest expense                                   (297,064)        (225,220)
   Other income                                         12,737            8,493
                                                   -----------      -----------
     Total other income and (expenses)             $  (283,911)     $  (216,727)

Income before income taxes                         $   481,368      $   100,099

Income tax expense                                     176,469           50,450
                                                   -----------      -----------

NET INCOME                                         $   304,899      $    49,649









                       See notes to financial statements.

                                       5


<PAGE>
<TABLE>
<CAPTION>


                                                PLANGRAPHICS, INC.
                              STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                                     NINE MONTHS ENDED SEPTEMBER 30, 1996 AND
                                           YEAR ENDED DECEMBER 31, 1995



                                                                                                        Total
                                                                                                       Stockholders'
                                                   Common Stock                   Accumulated           Equity
                                              Voting          Non-Voting            Deficit            (Deficit)
                                              ------          ----------            -------            ---------

<S>                                         <C>                <C>                <C>                 <C>        
Balance January 1, 1995                     $ 153,928          $ 353,718          $ (904,993)         $ (397,347)

Issuance of 500 shares of common
 stock                                              0              4,000                   0               4,000

Retirement of 1,433 shares of
 common stock                                       0            (14,868)                  0             (14,868)

Net income                                          0                  0              49,649              49,649
                                            ---------          ---------           ---------           ---------

Balances, December 31, 1995                 $ 153,928          $ 342,850            (855,344)          $(358,566)

Issuance of 817 shares of common
 stock                                              0              5,765                   0               5,765

Retirement of 2,401 shares of
 on stock                                           0            (20,580)                  0             (20,580)

Net income                                          0                  0             304,899             304,899
                                            ---------          ---------           ---------           ---------

BALANCES, SEPTEMBER 30, 1996                $ 153,928          $ 328,035           $(550,445)          $ (68,482)

</TABLE>











                                        See notes to financial statements.

                                                         6

<PAGE>
<TABLE>
<CAPTION>


                                            PLANGRAPHICS, INC.
                                         STATEMENTS OF CASH FLOWS
                                  NINE MONTHS ENDED SEPTEMBER 30, 1996 AND
                                       YEAR ENDED DECEMBER 31, 1995



                                                                         1996                     1995
CASH FLOWS FROM OPERATING ACTIVITIES:                                -----------              -----------
<S>                                                                  <C>                      <C>        
   Net income                                                        $   304,899              $    49,649
   Adjustments to reconcile net income to net
     cash provided by operating activities:
       Depreciation and amortization                                     290,999                  157,761
       Deferred taxes                                                    124,000                   38,000
       Change in assets and liabilities:
         Accounts receivable                                            (435,661)                (279,816)
         Other assets                                                    (35,450)                  31,790
         Accounts payable                                                300,585                  (71,300)
         Accrued expenses                                                310,466                   85,711
         Deferred revenue                                               (316,533)                 604,403
         Other current liabilities                                         3,707                    9,799
                                                                     -----------              -----------
           Net cash provided by operating activities                 $   547,012              $   625,997

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of equipment                                             $  (365,296)             $  (268,398)
                                                                     -----------              -----------
     Net cash used in investing activities                           $  (365,296)             $  (268,398)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Decrease (increase) in bank overdraft                             $  (385,429)             $   245,999
   Repayment of notes payable                                            (78,072)                 (95,022)
   Payments on obligations under capital lease                           (80,728)                 (65,052)
   Issuance of common stock                                                5,765                    4,000
   Retirement of common stock                                            (20,580)                 (14,868)
                                                                     -----------              -----------
     Net cash (used in) provided by financing activities             $  (559,044)             $    75,057

Net (decrease) increase in cash                                      $  (377,328)             $   432,656

Cash at beginning of period                                              437,198                    4,542
                                                                     -----------              -----------

CASH AT END OF PERIOD                                                $    59,870              $   437,198

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
   INFORMATION:
     Cash paid during the period for:
       Interest expense                                              $   292,863              $   233,457
       Income taxes                                                  $     6,455              $     5,600

NON-CASH TRANSACTIONS:
   Acquisition of building under capitalized lease
     obligation                                                      $ 2,100,000              $         0

                                      See notes to financial statements.

                                                     7
</TABLE>

<PAGE>
                                       
                                                         .
                               PLANGRAPHICS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                    NINE MONTHS ENDED SEPTEMBER 30, 1996 AND
                          YEAR ENDED DECEMBER 31, 1995


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     A. Nature of  Operations - The Company is an  independent  consulting  firm
specializing in the design and implementation of Geographic  Information Systems
(GIS) as well as advisory services in the United States and foreign markets. The
customer base consists primarily of utilities, government agencies, and land and
resource management organizations.

     B.  Estimates in the Financial  Statements - The  preparation  of financial
statements in conformity with generally accepted accounting  principles requires
management to make estimates and assumptions that affect the reported amounts of
assets and  liabilities  and disclosure of contingent  assets and liabilities at
the date of the financial  statements  and the reported  amounts of revenues and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.

     C. Cash - For purposes of reporting cash flows,  cash includes cash on hand
and deposits in banks.

     D. Revenue and Cost Recognition - Revenues from contracts are recognized on
the  percentage-of-completion  method,  measured  by  the  percentage  of  costs
incurred to date to estimated total costs for each contract.

     Contract  costs  include  all  direct  material  and labor  costs and those
indirect costs related to contract performance, such as supplies, tools, repairs
and depreciation costs.  General and administrative costs are charged to expense
as incurred.  Provisions for estimated losses on uncompleted  contracts are made
in the period in which such losses are determined.  Changes in job  performance,
job conditions, and estimated profitability may result in revisions to costs and
income and are recognized in the period in which the revisions are determined.

     E.  Premises  and  Equipment  - Premises  and  equipment  are  recorded  at
acquisition  cost.  Provisions  for  depreciation  are  based  on  annual  rates
calculated  to amortize  the cost of  depreciable  assets  over their  estimated
economic  lives.   Depreciation  is  computed  by  both  the  straight-line  and
double-declining-balance methods.

         F. Investment in Partnership - The Company holds a minority interest in
a limited  partnership.  The  investment  is recorded at cost,  adjusted for the
Company's pro rata share of income,  loss and cash distributions and is included
in other assets on the balance sheet.

     G.  Goodwill  -  Goodwill  represents  the excess of the cost over the fair
value  of its net  assets  acquired  at the  date of  acquisition  and is  being
amortized on the straight-line method over fifteen years.

     H. Deferred  Revenue - Deferred revenue  represents  amounts received under
certain contracts in excess of revenue recognized.

     I.  Marketing  Expense - The  Company  charges  all  marketing  expenses to
operations  when  incurred.  No  amounts  have been  established  for any future
benefits related to these expenditures.

                                       8
<PAGE>

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     J.  Income  Taxes - The Company  uses the  liability  method for  computing
deferred income taxes.  Under the liability method,  deferred taxes are based on
the change in the deferred tax liability or asset  established  for the expected
future tax consequences of differences in the financial  reporting and tax bases
of assets  and  liabilities.  The  differences  relate  principally  to  accrued
vacation and net operating loss carryforwards.

     K. Change in Fiscal Year - During 1996, the Company changed its fiscal year
end from December 31 to September 30.

2. CASH DEPOSITS

     The  Company  maintains  amounts  of cash in  related  and  unrelated  bank
deposits which, at times, may exceed federally  insured limits.  The Company has
not  experienced  any losses in such  accounts.  The Company  believes it is not
exposed to any significant credit risk on cash and cash equivalents.

3. CONTRACT RECEIVABLES

     Contract receivables at September 30, 1996 and December 31, 1995 consist of
the following:


                                                1996                1995
         Contract receivables:
           Billed                         $      1,363,697    $       976,294
           Unbilled                                703,318            678,066
           Retained                                 63,003             57,672
                                          ----------------    ---------------
                                          $      2,130,018    $     1,712,032
4. PREMISES AND EQUIPMENT

     The Company's premises and equipment at September 30, 1996 and December 31,
1995 are summarized as follows:


                                                   1996             1995

    Land and building under capital lease      $   2,100,000    $          0
    Equipment under capital lease                    310,253         310,253
    Furniture, fixtures and equipment              1,101,428         736,132
                                               -------------    ------------
                                               $   3,511,681    $  1,046,385
    Accumulated depreciation                        (860,953)       (579,808)
                                               -------------    ------------
                                               $   2,650,728    $    466,577

                                       9
<PAGE>




4. PREMISES AND EQUIPMENT (CONTINUED)

     Depreciation  expense was  $281,144  and $144,621 for the nine months ended
September 30, 1996 and year ended December 31, 1995, respectively.

5. NOTES PAYABLE

     Notes  payable at September  30, 1996 and December 31, 1995,  represent the
outstanding  balances of notes  payable to a  commercial  bank and to a minority
shareholder.

     The notes payable to the  commercial  bank consist of two fully drawn lines
of credit which aggregate $850,000.  The first line originated December 5, 1990,
and was last renewed June 10, 1996 in the amount of $650,000.  It bears a demand
feature  with  interest  at the prime rate plus 1% and  matured  June 10,  1997.
Interest payments are made monthly.  Collateral consists of a security agreement
dated December 5, 1990, on all equipment and accounts receivable of the Company,
a stock pledge  agreement on 40,000 shares of capital stock held by the majority
shareholder,  and an assignment of a $500,000 life insurance  policy on the life
of the majority  shareholder.  The second line originated  December 5, 1990, and
was last renewed June 10, 1996 in the amount of $200,000.  Interest on this line
is fixed at 9.5% and is due on demand.  This line is secured by the  December 5,
1990  security  agreement  and a Guaranty  Agreement  dated April 2, 1992 from a
minority shareholder.  Total amounts outstanding under these notes were $850,000
at September 30, 1996 and December 31, 1995. The loan  agreement  dated June 10,
1996 includes certain restrictions on liquidation or disposal of assets, capital
expenditures,   additional   indebtedness,   payments  to  guarantors,   capital
transactions,  dividend  payments and other such  agreements,  all of which have
been complied with at September 30, 1996.

     The  $650,000  line was  subsequently  renegotiated  on April 25,  1997 and
includes  quarterly  interest  and  principal  reduction of $5,000 per month for
eleven  months with  remaining  principal due at maturity,  April 24, 1998.  The
$200,000  line was  renegotiated  June 6,  1997 for 60 days with  principal  and
interest due at  maturity.  All terms and  conditions  of the June 10, 1996 loan
agreement remain in effect.

     The notes payable to a minority  shareholder consist of an installment note
which  originated  July 26,  1991 in the  amount of  $330,000,  and was  renewed
December  21,  1994 in the amount of $284,732  and five demand  notes of various
dates and amounts  aggregating  $550,000 which along with  outstanding  interest
were combined into one promissory  note dated December 21, 1994. The installment
note  bears a fixed  interest  rate of 10% and is  secured  by a proxy on 32,400
shares of Company stock owned by the majority  shareholder.  The promissory note
bears  interest at the prime rate.  Both notes mature  December 21, 1998 and are
subject to covenants prohibiting further issuance of voting stock and other such
agreements.  Total  amounts  outstanding  under these  related  party notes were
$717,347 and $795,418 at September 30, 1996 and December 31, 1995, respectively.

                                       10
<PAGE>




5. NOTES PAYABLE (CONTINUED)

     Principal  payments on all notes  payable due  subsequent  to September 30,
1996 are as follows:

         Due September 30, 1997                    $     337,507
                           1998                          747,817
                           1999                          482,023
                                                   -------------
                                                   $   1,567,347

6. OBLIGATION UNDER CAPITAL LEASES

     The Company leases its main office  facility from a related party,  Capitol
View  Development,  LLC, under a triple net commercial  lease beginning  January
1996. The majority  shareholder of  PlanGraphics,  Inc. owns  approximately  ten
percent of Capitol  View  Development.  The lease  includes  an annual base rent
increasing  over the term of the lease plus an adjustment  based on Capitol View
Development's  rate of  interest on its loan.  The  initial  lease term is for a
period of fifteen  years with five renewal  options for a term of one year each.
Annual rental payments approximate $320,000 per year.

     The Company  also leases  certain  equipment  under  capital  leases from a
related party. Original lease terms are for five years.

     The following is a schedule,  by years, of future minimum payments required
under these leases, together with their present value as of September 30, 1996.
<TABLE>
<CAPTION>

                                                            Land and
                                                            Building        Equipment        Total

<S>                                                      <C>             <C>              <C>         
            September 30, 1997                            $    314,255    $      67,090    $    381,345
                          1998                                 327,261           26,576         353,837
                          1999                                 330,218            2,656         332,874
                          2000                                 335,635                0         335,635
                          2001                                 337,089                0         337,089
                          Thereafter                         2,837,559                0       2,837,559
                                                          ------------    -------------    ------------
                                                          $  4,482,017    $      96,322    $  4,578,339

         Less: amount representing interest                 (2,414,556)          (7,321)     (2,421,877)
                                                          ------------    -------------    ------------
         Present value of minimum lease
           payments                                       $  2,067,461    $      89,001    $  2,156,462

                                                   11
</TABLE>

<PAGE>


7. OPERATING LEASE COMMITMENTS

     The Company  leases certain  office  facilities  and certain  furniture and
equipment  under various  operating  leases.  Lease terms range from one to five
years.

     Minimum annual lease commitments at September 30, 1996 are as follows:

         September 30, 1997                        $     125,058
                       1998                              105,387
                       1999                               83,578
                       2000                                5,295
                       2001                                1,094
                                                   -------------
                                                   $     320,412

     Rental  expense for nine months  ending  September  30, 1996 and year ended
December 31, 1995 totaled $136,078 and $196,907, respectively.

8. MAJOR CUSTOMER

     A  significant  portion  of the  Company's  contract  revenue  was  derived
directly or indirectly from contracts with a major customer,  a gas and electric
utility company located in the northeastern  United States.  Accounts receivable
from this  customer  aggregated  $315,598 and $96,505 at September  30, 1996 and
December 31, 1995, respectively. Gross and deferred revenue from these contracts
were as follows:


                                             1996                1995

         Gross revenue                   $   2,777,922       $  2,720,816
         Deferred revenue                      303,650            554,635

9. BACKLOG

     The  following  schedule  shows a  reconciliation  of  approximate  backlog
representing signed contracts in existence at September 30, 1996:

         Balance, December 31, 1995                     $   8,840,877
         Contract adjustments                               1,417,932
         New contracts, 1996                                4,932,291
                                                        -------------
                                                        $  15,191,100
         Less: contract revenue earned, 1996               (7,985,750)
                                                        -------------
         Balance, September 30, 1996                    $   7,205,350

     The Company's backlog at July 31, 1997 is approximately $4,522,000.

                                       12

<PAGE>

10. PROFIT SHARING PLAN

     The Company  has a qualified  profit  sharing  plan with a 401(k)  deferred
compensation  provision  covering  substantially all employees.  The plan allows
employees  to defer up to twenty  percent of their  annual  salary with a tiered
matching contribution by the Company up to 1.75%.  Additional  contributions are
at the Company's discretion.  The expense charged to operations for the plan was
$41,113 and $35,219 for the nine months  ended  September  30, 1996 and the year
ended December 31, 1995, respectively.

11. INCOME TAXES

     The provision for income taxes for the nine months ended September 30, 1996
and the year ended December 31, 1995 consists of the following:

                                              1996           1995

         Current                         $     52,469    $     12,450
         Deferred                             124,000          38,000
                                         ------------    ------------
                                         $    176,469    $     50,450

     The provision for income taxes differs from the amount computed by applying
statutory  rates  principally  due  to  nondeductible  meals  and  entertainment
expenses.

     The Company's deferred tax assets and liabilities at September 30, 1996 and
December 31, 1995 are shown below. No valuation allowance for the realization of
deferred tax assets is considered necessary.

                                                     1996          1995

         Total deferred tax assets               $    36,000    $   160,000
         Total deferred tax liabilities                    0              0
                                                 -----------    -----------
           Net deferred tax asset                $    36,000    $   160,000

12. GOING CONCERN CONTINGENCY

     As  shown in the  accompanying  financial  statements,  the  Company  had a
stockholders'  deficit of $68,482 and  $358,566  and an  accumulated  deficit of
$550,445  and  $855,344  as  of  September  30,  1996  and  December  31,  1995,
respectively.  Although the Company has been  profitable  during the nine months
ended  September 30, 1996 and the year ended  December 31, 1995,  its ability to
continue as a going  concern is dependent on either their ability to continue to
successfully  control  their  costs or their  ability  to obtain  the  necessary
funding to continue its operations.

     Management has developed a plan identifying  excess costs and has developed
strategies  to reduce  costs  where  feasible.  Additionally,  the  Company  has
successfully  identified  an investor  with access to capital  markets  with the
ability and intent to provide the capital  necessary for the Company to continue
as a going concern (see Note 16).


                                       13

<PAGE>

13. STOCKHOLDERS' EQUITY

     The Company's  articles of incorporation  authorize the issuance of 110,000
non-voting  common  stock  shares.  As shown on the balance  sheet,  the Company
inadvertently  issued more shares than were authorized at September 30, 1996 and
December 31, 1995.  At August 26, 1997,  the Company has  corrected the error by
repurchasing certain non-voting shares.

14. COMMON STOCK REPURCHASE COMMITMENTS

     In  October  1996,  the  Company  and a  shareholder  entered  into a stock
repurchase  agreement whereby the Company agreed to repurchase the shareholder's
18,271  non-voting  common  shares  over a three  year  period  at  prices  that
approximate  the appraised value of the shares as of December 31, 1995, the most
recent valuation date. The Company's total repurchase  obligation over the three
years subsequent to September 30, 1996 is as follows:

         Year ended September 30, 1997               $  44,364
                                  1998                  40,417
                                  1999                  43,638
                                                     ---------
                                                     $ 128,419

     In March 1997, a former  shareholder  of a company  acquired by the Company
under a Stock Exchange Agreement (the Agreement)  exercised his option under the
Agreement to sell 25% of his 10,154  non-voting common shares received under the
Agreement to the Company at a price of $14.43 per share,  the appraised value of
the Company's shares as of September 30, 1996. Under the terms of the Agreement,
the  Company  has  elected to pay the  purchase  price in twelve  equal  monthly
installments beginning April 1, 1997.  Additionally,  the former shareholder has
the  option  of  selling  a  maximum  of 25% of the  shares  received  under the
Agreement annually to the Company at the appraised value of the common shares as
of the end of the previous fiscal year.

     Additionally,  all Company common shares issued and outstanding are subject
to a right of first refusal held by the Company to repurchase  the shares in the
event the shareholder desires to transfer ownership of the shares.

15. SUBSEQUENT EVENTS

     On May 7, 1997, the Board of Directors approved a 5-for-1 stock split to be
effected in the form of a dividend to shareholders of record on May 7, 1997. The
stock split will  become  effective  upon  approval  by the  shareholders  of an
increase  in  the  number  of  common  shares  authorized.   References  in  the
accompanying financial statements to the number of shares issued and outstanding
have not been restated to reflect the pending stock split.


                                       14

<PAGE>


15. SUBSEQUENT EVENTS (CONTINUED)

     On May 7,  1997,  the Board of  Directors  approved a  non-qualified  stock
option  plan for outside  directors  and  employees  of the  Company.  The Board
reserved 21,500 pre-split shares (107,500  post-split shares) for issuance under
the plan.  On June 26,  1997,  the Board  granted the option to  purchase  3,100
pre-split  (15,500  post-split) of non-voting common shares to certain employees
at an exercise price of $7.10 per pre-split share ($1.42 per post-split  share).
Such price represents  approximately 50% of the most recent appraised value of a
common stock share at the date of grant.  Additionally,  on June 26,  1997,  the
Board granted the option to purchase 8,400 pre-split  shares (42,000  post-split
shares) of non-voting common shares to certain employees at an exercise price of
$12.27 per pre-split share ($2.45 per post-split  share).  Such price represents
approximately  85% of the most recent appraised value of a common stock share at
the date of grant.  Approximately  4,025  pre-split  shares  (20,125  post-split
shares)  become  exercisable  one year from the date of grant and the  remainder
become  exercisable two years from the date of grant. The options terminate five
years from the date of grant.  The  reservation  of shares for  issuance and the
granting of options under the plan are subject to the shareholders'  approval of
an increase in the number of common shares authorized.

16. PENDING MERGER

     On August 12, 1997, the Company entered into an Acquisition  Agreement with
DCX,  Inc., a publicly  held defense  contracting  company,  whereby the Company
agreed to exchange 100% of the Company's issued and outstanding common stock for
2,631,145 shares of DCX, Inc. common stock. It is anticipated that the agreement
will be consummated on or about September 10, 1997.

     Additionally,  as of August 26,  1997,  DCX,  Inc. has advanced the Company
$250,000  under three  promissory  notes in accordance  with the terms of a loan
agreement  dated July 30, 1997.  The amounts  advanced  bear interest at 13% per
annum, payable monthly. The principal amount is due at maturity,  June 30, 1998.
Collateral for the notes consists of a second lien on  substantially  all assets
of the Company and a security interest in, and pledge of 15,000 pre-split shares
(75,000  post-split  shares) of the  Company's  voting  common stock held by the
majority shareholder.


                                       15
<PAGE>


(b) Pro Forma Financial Information.

DCX, INC. and Subsidiary
Pro Forma Consolidated Financial Statements (Unaudited)



The  accompanying  unaudited pro forma  consolidated  financial  statements give
effect to the  acquisition  by DCX, Inc. (the "Company" or "DCX") of 100% of the
outstanding common stock of PlanGraphics,  Inc. ("PlanGraphics") pursuant to the
agreement  between the  parties;  to reflect the  issuance of  2,631,145  of the
Company's  common stock and are based on the estimates and assumptions set forth
herein  under  the  purchase  method  of  accounting.  The  unaudited  pro forma
information has been prepared utilizing the historical  financial statements and
notes thereto,  which are  incorporated by reference  herein.  The unaudited pro
forma  financial  data does not purport to be  indicative  of t he results which
actually  would have been  obtained had the purchase  been  effected on the date
indicated or of the results  which may be obtained in the future.  The unaudited
pro forma financial  statements should be read in conjunction with the financial
statements.

The pro forma consolidated balance sheet assumes the acquisition was consummated
at June 30, 1997. The  accompanying  unaudited pro forma statement of income has
been  derived  from the  statement  of income of the  Company for the nine month
period ended June 30,1 997 and PlanGraphics for the nine month period ended June
30,  1997,  and  such  information  adjusted  to  give  effect  to the  proposed
acquisition as if the proposed  acquisition  had occurred as of the beginning of
the period presented.




                                       16
<PAGE>
<TABLE>
<CAPTION>


                                            DCX, INC AND SUBSIDIARY
                                UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
                                                JUNE 30, 1997


                                                    DCX, Inc.       PlanGraphics          Pro Forma    Consolidated
                                                     Actual             Actual           Adjustments     Pro Forma

         ASSETS
<S>                                               <C>               <C>                <C>                         
Cash and cash equivalents                         $    183,447      $     10,016       $               $    193,463
Accounts receivable                                  1,703,845         2,018,353                          3,722,198
Inventories                                          1,213,121                 0                          1,213,121
Prepaid and other                                      272,828           125,945                            398,773
                                                  ------------      ------------       ------------    ------------
  Total current assets                            $  3,373,241      $  2,154,314       $               $  5,527,555

Property and equipment                               1,206,419         2,802,617                          4,009,036
Other assets                                            46,310           197,715                            244,025
Goodwill                                                     0           145,561          4,496,842b,c    4,642,403
                                                  ------------      ------------       ------------    ------------

TOTAL ASSETS                                      $  4,625,970      $  5,300,207       $  4,496,842    $ 14,423,019

     LIABILITIES AND
     STOCKHOLDERS' EQUITY

Notes payable                                     $    907,708      $  1,109,645       $               $  2,017,353
Accounts payable                                       888,445           713,500                          1,601,945
Accrued expenses and other liabilities                 161,961           869,067           400,000b       1,431,028
Accrued litigation settlement                          521,000                 0                            521,000
Deferred revenues                                            0           156,044                            156,044
                                                  ------------      ------------       -----------     ------------
  Total current liabilities                       $  2,479,114      $  2,848,256       $   400,000     $  5,727,370

Notes payable                                                0           514,400                            514,400
Obligations under capital leases                             0         2,068,176                          2,068,176
                                                   -----------      ------------       -----------     ------------
  Total liabilities                              $   2,479,114      $  5,430,832       $   400,000     $  8,309,946


Stockholders' Equity:
  Preferred stock                                $           0      $          0       $         0     $          0
  Common stock                                       5,545,806           434,454         3,564,886a,d     9,545,146
  Additional paid in capital                           329,384                 0                            329,384
  Subscriptions receivable                            (179,000)                0                          (179,000)
  Accumulated deficit                               (3,549,334)         (565,079)          531,956d,e     3,582,457
                                                 ------------      -------------       -----------     ------------
     Total stockholders' equity                  $  2,146,856      $    (130,625)      $ 4,096,842     $  6,113,073

TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY                           $  4,625,970      $   5,300,207       $ 4,496,842     $ 14,423,019


                     See the accompanying Headnote and Notes to Pro Forma Consolidated Financial Statements

                                                              17

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                            DCX, INC. AND SUBSIDIARY
                                UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME


                                                              PlanGraphics,
                                                DCX, Inc.        Inc.
                                               Nine Months     Nine Months
                                              June 30, 1997   June 30, 1997    Proforma      Consolidated
                                                 Actual          Actual       Adjustments      Pro Forma


<S>                                           <C>             <C>             <C>             <C>         
Revenue                                       $  3,964,929    $  6,764,206    $          0    $ 10,729,135
Cost of revenue                                  3,530,824       2,175,170               0       5,705,994
                                              ------------    ------------    ------------    ------------
Gross profit                                  $    434,105    $  4,589,036    $          0    $  5,023,141
General and administrative                         702,705       4,280,089         224,842       5,207,636
                                              ------------    ------------    ------------    ------------
Income (loss)from operations                  $   (268,600)   $    308,947    $   (224,842)   $   (184,495)

Other income (expense):
Interest expense                              $   (101,622)   $   (314,029)   $          0    $   (415,651)
Miscellaneous                                      415,562               0               0         415,562
                                              ------------    ------------    ------------    ------------
  Total other                                 $    313,940    $   (314,029)   $          0    $        (89)

Net income before income taxes
  and extraordinary item                      $     45,430    $     (5,082)   $   (224,842)   $   (184,584)
Income taxes                                             0          10,130               0          10,130
                                              ------------    ------------    ------------    ------------
Net income before extraordinary
  item                                        $     45,340    $    (15,212)   $   (224,842)   $   (194,714)

Extraordinary item: gain on
  extinguishment of debt                           267,050               0               0         267,050
                                              ------------    ------------    ------------    ------------

NET INCOME                                    $    312,390    $    (15,212)   $   (224,842)   $     72,336


                     See the accompanying Headnote and Notes to Pro forma consolidated Financial Statements
                                                      
                                             

</TABLE>

DCX, Inc. and Subsidiary
Notes to Pro Forma Consolidated Financial Statements

a.   To record the issuance of 2,631,145  shares of DCX, Inc. common stock (NPV)
     at the agreed upon rate of $1.52 per share.

b.   To record the liability for transaction costs.

c.   To record the purchase of PlanGraphics and the related goodwill.

d.   To eliminate the capital accounts of PlanGraphics upon  consolidation  with
     DCX, Inc.

e.   To record the amortization of goodwill over a 15 year period.

                                       18


<PAGE>


(c) Exhibits

2. Plan of acquisition, reorganization, arrangement, liquidation or succession:

2.1a  Acquisition  Agreement  (without  schedules) dated August 12, 1997 between
DCX, Inc. (purchaser) and PlanGraphics, Inc. (seller).




                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                        DCX, Inc.
                                      (Registrant)

                                   
October 7, 1997, 1997               /S/ Fred Beisser
                                    --------------------------------------------
                                        (Signature)
                                    Frederick G. Beisser
                                    Secretary, Treasurer & Vice President - 
                                    Finance & Accounting

                                       19

<PAGE>





                                  PRESS RELEASE

   DCX, INC. BECOMES GEOGRAPHIC INFORMATION SYSTEMS (GIS) INDUSTRY COMPETITOR
                          WITH FIRST MAJOR ACQUISITION.

              DCX, Inc. Completes Purchase of PlanGraphics, Inc.,
                         Nation's Leading GIS Provider

FRANKTOWN,  Colorado,  September  24, 1997 --DCX,  Inc., - (NASDAQ:  DCXI) today
announced  that it has  completed  its  acquisition  of  PlanGraphics,  Inc.  of
Frankfort,  Ky. The transaction involved the exchange of DCX common stock valued
at slightly  more than $4 million  plus the  injection of nearly  $1,000,000  in
working capital in exchange for all the outstanding stock of PlanGraphics,  Inc.
Privately  held  PlanGraphics,  is the  nation's  leading  independent  advisory
services  GIS firm in the $8.2 billion  worldwide  GIS  industry.  DCX will have
approximately  9.4  million  shares  outstanding  following  the  closing of the
PlanGraphics transaction. Mr. John Antenucci, President of PlanGraphics, will be
appointed  President  and a director.  As previously  reported,  the size of the
board will be increased; additional members have not yet been identified.

This  acquisition  completes  the first step by DCX  President  and CEO  Stephen
Carreker  to  transform  DCX  into a  fully  integrated  GIS  service  provider,
lessening its historic  reliance on defense business.  GIS combines  interactive
computer map displays with database  management  software to display  geographic
information  -  "PlanGraphics   has  successfully   expanded  into  GIS  systems
integration  and is expected to continue  achieving high growth rates," said Mr.
Carreker.   "The  company  brings   immediate  value  to  DCX  in  the  form  of
international  reputation  and  contacts.  No other U.S.  company  possesses the
objectivity,  comprehensive experience, and expertise in GIS technologies,  user
needs and solutions."

Approximately  30% of  PlanGraphics'  revenues  are derived from state and local
government  customers;  45% from  utilities,  and the balance  from  private and
industrial  sectors.  Commercial  clients  include  IBM,  Space  Imaging  Corp.,
Analytical Surveys,  Inc., Unisys Corp., Lockheed Martin Corp., Hughes Corp. and
Harris  Corp.,  in  addition  to a number of  international  public and  private
customers.  Formed in 1979, PlanGraphics is headquartered in Frankfort,  Ky. and
maintains offices in Denver,  Silver Spring, Md., Brisbane,  Australia,  Muscat,
Oman and  Buenos  Aires,  Argentina.  The firm has 100  employees.  For the nine
months  ended June 30,  1997,  PlanGraphics  recorded  $6.7 million in while DCX
reported  $4.0 million and net income of  $312,390.  DCX  currently  designs and
manufactures electronic cables for various aerospace/defense  applications.  DCX
was founded and is currently headquartered in Douglas County, south of Denver.

Some of the  statements  in this Press  Release  contain  predictions  and other
forward-looking  statements  that  involve a number of risks and  uncertainties.
While this outlook  represents our current judgment on a future direction of the
business,  actual results may differ materially from any future action suggested
in this report.  The accuracy of these  statements  cannot be guaranteed as they
are subject to a variety of risks including, but not limited to, future economic
conditions, new developments and other factors.
                                     - End -

POC:  Bruce Haun at B. Edward Haun & Co., Financial Communications, 303 595-4667

           For Release at 6:30 a.m. Mountain Time, September 24, 1997

                                       20
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 55832}]
{"company-data": {"conformed-name": "DCX INC", "cik": "0000783284", "assigned-sic": "3679", "irs-number": "840868815", "state-of-incorporation": "CO", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-14273", "film-number": "97691726"}, "business-address": {"street1": "3002 N STATE HWY 83", "city": "FRANKTOWN", "state": "CO", "zip": "80116-0569", "phone": "3036886070"}, "mail-address": {"street1": "PO BOX 569", "street2": "PO BOX 569", "city": "FRANKTOWN", "state": "CO", "zip": "80116"}, "former-company": {"former-conformed-name": "DOUGLAS COUNTY INDUSTRIES INC", "date-changed": "19860109"}}
SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

       Pursuant to Section 13 or 15(d) of the Securities Exchange of 1934

                        Date of Report September 22, 1997

                                    DCX, Inc.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

Colorado                             0-14273                     84-0868815
-------------                      -----------               -------------------
(State of                          (Commission                 (IRS Employer
incorporation)                     File Number)              Identification No.)

3002 North State Highway 83, Franktown, CO                       80116-0569
------------------------------------------                       ----------
(Address of principal executive offices)                         (Zip Code)

        Registrant's telephone number, including area code (303) 688-6070

                                 Not Applicable
          (Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
---------------------------------------------

On  September  22,  1997,  DCX,  Inc.  ("the  Corporation")   acquired  all  the
outstanding shares of PlanGraphics, Inc. ("PGI"), a Maryland corporation located
in  Frankfort,  Kentucky,  in exchange  for a total of  2,631,145  shares of the
Corporation's  no par value common stock at a price of $1.52 per share as set in
the acquisition agreement which is filed as Exhibit 2.1a with this Form 8-K. The
purchase price was based upon, among other things,  what the Company believes is
purchase  price  valuations  paid for other  companies in industries  similar to
PlanGraphics.  In addition,  the  Corporation  provided  working  capital to PGI
subsequent to the executing the acquisition agreement.

Effective upon completion of the closing, the Corporation has agreed to increase
the size of its Board of Directors  from four to seven  members and appoint John
C. Antenucci (President and Chairman of PlanGraphics) and two additional persons
nominated  by Mr.  Antenucci as three,  including  Mr.  Antenucci,  of the seven
directors of the Company. Furthermore, the Corporation has agreed to appoint one
additional  person jointly  nominated by Mr. Carreker,  President and CEO of the
Corporation,  and Mr.  Antenucci as the seventh of the seven  members,  with all
appointees serving until the next annual shareholders'  meeting. The Company has
also  agreed to  renominate  Mr.  Antenucci  and these  three  additional  newly
appointed directors of the Corporation to be elected for a full one-year term at
its next annual  shareholders'  meeting.  The additional  directors have not yet
been appointed.

The  Corporation  has  agreed  to  register  all of the  shares  to be issued in
connection  with the  acquisition.  The  Corporation  agreed to appoint  John C.
Antenucci President and Vice Chairman. Mr. Antenucci, 51, is founder,  President
and  CEO of  PlanGraphics,  Inc.,  a  company  specializing  in the  design  and
implementation of geographic information systems, since 1979. Mr. Antenucci is a
former  president of AF/FM  International,  a professional  association  for the
mapping  industry.  He is also a former  member of the  Academy of  Sciences  on
National Mapping,  an advisor to Ohio State University's  Center for Mapping and
editor of the leading textbook on GIS.

Item 5. Press Release
---------------------

A copy of the Corporation's press release, dated September 24, 1997, is provided
as an attachment to this Form 8-K.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
---------------------------------------------------------------------------

(a) Financial Statements of business acquired.

                               PLANGRAPHICS, INC.

                          AUDITED FINANCIAL STATEMENTS
                    NINE MONTHS ENDED SEPTEMBER 30, 1996 AND
                          YEAR ENDED DECEMBER 31, 1995

                                       2
INDEPENDENT AUDITORS' REPORT
----------------------------

Board of Directors
PlanGraphics, Inc.
Frankfort, Kentucky

     We have audited the accompanying balance sheets of PlanGraphics, Inc. as of
September 30, 1996 and December 31, 1995, and the related  statements of income,
changes  in  stockholders'  equity,  and cash  flows for the nine  months  ended
September  30,  1996 and the year  ended  December  31,  1995.  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.

     We conducted  our audits in accordance  with  generally  accepted  auditing
standards. Those standards require that we plan and perform the audits 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  financial  position of  PlanGraphics,  Inc. at
September 30, 1996 and December 31, 1995,  and the results of its operations and
cash  flows for the nine  months  ended  September  30,  1996 and the year ended
December 31, 1995, in conformity with generally accepted accounting principles.

                                                       /S/ Eskew & Graham
                                                       -------------------------
                                                       Lexington, Kentucky

August 26, 1997

                                       3
PLANGRAPHICS, INC.
                                           BALANCE SHEETS

                                                                September 30              December 31
                                                                    1996                     1995
                                                                ------------              ------------
     ASSETS
Cash                                                             $    59,870              $   437,198
Accounts receivable - billed contract fees                         1,363,697                  976,294
Accounts receivable - unbilled contract fees                         766,321                  735,738
Accounts receivable - other                                           84,588                   66,913
Deferred tax asset                                                    36,000                  160,000
                                                                 -----------              -----------
   Total current assets                                          $ 2,310,476              $ 2,376,143

Premises and equipment (net of accumulated
   depreciation of $860,953 and $579,808, respectively)            2,650,728                  466,577
Other assets                                                         174,099                  138,648
Goodwill                                                             155,416                  165,271
                                                                 -----------              -----------

TOTAL ASSETS                                                     $ 5,290,719              $ 3,146,639

     LIABILITIES AND STOCKHOLDERS'
       EQUITY (DEFICIT)
Accounts payable                                                 $   560,230              $   259,645
Bank overdraft                                                             0                  385,429
Notes payable - current portion                                      337,507                  954,292
Obligation under capital leases - current portion                    115,308                   64,429
Accrued expenses                                                     631,482                  321,017
Deferred revenue                                                     428,291                  744,824
Other liabilities                                                     15,389                   11,682
                                                                 -----------              -----------
   Total current liabilities                                     $ 2,088,207              $ 2,741,318

Notes payable                                                      1,229,840                  691,126
Obligation under capital leases                                    2,041,154                   72,761
                                                                 -----------              -----------
   Total liabilities                                             $ 5,359,201              $ 3,505,205

Stockholders' Equity (Deficit):
   Common stock, no par value; voting; 100,000
     shares authorized; 97,175 shares issued and
     outstanding$ 153,928                                        $   153,928
   Common stock, no par value; non-voting; 110,000
     shares authorized; 110,396 and 111,980 issued
     and outstanding in 1996 and 1995, respectively                  328,035                  342,850
   Accumulated deficit                                              (550,445)                (855,344)
                                                                 -----------              -----------
     Total stockholders' equity (deficit)                        $   (68,482)             $  (358,566)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                       $ 5,290,719              $ 3,146,639

                                      See notes to financial statements.

                                                      4
PLANGRAPHICS, INC.
                              STATEMENTS OF INCOME
                    NINE MONTHS ENDED SEPTEMBER 30, 1996 AND
                          YEAR ENDED DECEMBER 31, 1995

                                                      1996              1995
                                                   -----------      -----------

Contract revenues                                  $ 7,985,750      $ 7,838,201

Costs and expenses:
   Salaries and employee benefits                  $ 4,208,219      $ 4,770,217
   Direct contract costs                             1,582,377        1,355,552
   Marketing and proposal expenses                     317,659          409,914
   Other operating expenses                          1,112,216          985,692
                                                   -----------      -----------
     Total cost and expenses                       $ 7,220,471      $ 7,521,375

Operating income                                   $   765,279      $   316,826

Other income and (expenses):
   Interest income$                                        416      $         0
   Interest expense                                   (297,064)        (225,220)
   Other income                                         12,737            8,493
                                                   -----------      -----------
     Total other income and (expenses)             $  (283,911)     $  (216,727)

Income before income taxes                         $   481,368      $   100,099

Income tax expense                                     176,469           50,450
                                                   -----------      -----------

NET INCOME                                         $   304,899      $    49,649

                       See notes to financial statements.

                                       5
PLANGRAPHICS, INC.
                              STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                                     NINE MONTHS ENDED SEPTEMBER 30, 1996 AND
                                           YEAR ENDED DECEMBER 31, 1995

                                                                                                        Total
                                                                                                       Stockholders'
                                                   Common Stock                   Accumulated           Equity
                                              Voting          Non-Voting            Deficit            (Deficit)
                                              ------          ----------            -------            ---------
Balance January 1, 1995                     $ 153,928          $ 353,718          $ (904,993)         $ (397,347)

Issuance of 500 shares of common
 stock                                              0              4,000                   0               4,000

Retirement of 1,433 shares of
 common stock                                       0            (14,868)                  0             (14,868)

Net income                                          0                  0              49,649              49,649
                                            ---------          ---------           ---------           ---------

Balances, December 31, 1995                 $ 153,928          $ 342,850            (855,344)          $(358,566)

Issuance of 817 shares of common
 stock                                              0              5,765                   0               5,765

Retirement of 2,401 shares of
 on stock                                           0            (20,580)                  0             (20,580)

Net income                                          0                  0             304,899             304,899
                                            ---------          ---------           ---------           ---------

BALANCES, SEPTEMBER 30, 1996                $ 153,928          $ 328,035           $(550,445)          $ (68,482)
See notes to financial statements.

                                                         6
PLANGRAPHICS, INC.
                                         STATEMENTS OF CASH FLOWS
                                  NINE MONTHS ENDED SEPTEMBER 30, 1996 AND
                                       YEAR ENDED DECEMBER 31, 1995

                                                                         1996                     1995
CASH FLOWS FROM OPERATING ACTIVITIES:                                -----------              -----------
Net income                                                        $   304,899              $    49,649
   Adjustments to reconcile net income to net
     cash provided by operating activities:
       Depreciation and amortization                                     290,999                  157,761
       Deferred taxes                                                    124,000                   38,000
       Change in assets and liabilities:
         Accounts receivable                                            (435,661)                (279,816)
         Other assets                                                    (35,450)                  31,790
         Accounts payable                                                300,585                  (71,300)
         Accrued expenses                                                310,466                   85,711
         Deferred revenue                                               (316,533)                 604,403
         Other current liabilities                                         3,707                    9,799
                                                                     -----------              -----------
           Net cash provided by operating activities                 $   547,012              $   625,997

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of equipment                                             $  (365,296)             $  (268,398)
                                                                     -----------              -----------
     Net cash used in investing activities                           $  (365,296)             $  (268,398)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Decrease (increase) in bank overdraft                             $  (385,429)             $   245,999
   Repayment of notes payable                                            (78,072)                 (95,022)
   Payments on obligations under capital lease                           (80,728)                 (65,052)
   Issuance of common stock                                                5,765                    4,000
   Retirement of common stock                                            (20,580)                 (14,868)
                                                                     -----------              -----------
     Net cash (used in) provided by financing activities             $  (559,044)             $    75,057

Net (decrease) increase in cash                                      $  (377,328)             $   432,656

Cash at beginning of period                                              437,198                    4,542
                                                                     -----------              -----------

CASH AT END OF PERIOD                                                $    59,870              $   437,198

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
   INFORMATION:
     Cash paid during the period for:
       Interest expense                                              $   292,863              $   233,457
       Income taxes                                                  $     6,455              $     5,600

NON-CASH TRANSACTIONS:
   Acquisition of building under capitalized lease
     obligation                                                      $ 2,100,000              $         0

                                      See notes to financial statements.

                                                     7
.
                               PLANGRAPHICS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                    NINE MONTHS ENDED SEPTEMBER 30, 1996 AND
                          YEAR ENDED DECEMBER 31, 1995

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     A. Nature of  Operations - The Company is an  independent  consulting  firm
specializing in the design and implementation of Geographic  Information Systems
(GIS) as well as advisory services in the United States and foreign markets. The
customer base consists primarily of utilities, government agencies, and land and
resource management organizations.

     B.  Estimates in the Financial  Statements - The  preparation  of financial
statements in conformity with generally accepted accounting  principles requires
management to make estimates and assumptions that affect the reported amounts of
assets and  liabilities  and disclosure of contingent  assets and liabilities at
the date of the financial  statements  and the reported  amounts of revenues and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.

     C. Cash - For purposes of reporting cash flows,  cash includes cash on hand
and deposits in banks.

     D. Revenue and Cost Recognition - Revenues from contracts are recognized on
the  percentage-of-completion  method,  measured  by  the  percentage  of  costs
incurred to date to estimated total costs for each contract.

     Contract  costs  include  all  direct  material  and labor  costs and those
indirect costs related to contract performance, such as supplies, tools, repairs
and depreciation costs.  General and administrative costs are charged to expense
as incurred.  Provisions for estimated losses on uncompleted  contracts are made
in the period in which such losses are determined.  Changes in job  performance,
job conditions, and estimated profitability may result in revisions to costs and
income and are recognized in the period in which the revisions are determined.

     E.  Premises  and  Equipment  - Premises  and  equipment  are  recorded  at
acquisition  cost.  Provisions  for  depreciation  are  based  on  annual  rates
calculated  to amortize  the cost of  depreciable  assets  over their  estimated
economic  lives.   Depreciation  is  computed  by  both  the  straight-line  and
double-declining-balance methods.

         F. Investment in Partnership - The Company holds a minority interest in
a limited  partnership.  The  investment  is recorded at cost,  adjusted for the
Company's pro rata share of income,  loss and cash distributions and is included
in other assets on the balance sheet.

     G.  Goodwill  -  Goodwill  represents  the excess of the cost over the fair
value  of its net  assets  acquired  at the  date of  acquisition  and is  being
amortized on the straight-line method over fifteen years.

     H. Deferred  Revenue - Deferred revenue  represents  amounts received under
certain contracts in excess of revenue recognized.

     I.  Marketing  Expense - The  Company  charges  all  marketing  expenses to
operations  when  incurred.  No  amounts  have been  established  for any future
benefits related to these expenditures.

                                       8
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     J.  Income  Taxes - The Company  uses the  liability  method for  computing
deferred income taxes.  Under the liability method,  deferred taxes are based on
the change in the deferred tax liability or asset  established  for the expected
future tax consequences of differences in the financial  reporting and tax bases
of assets  and  liabilities.  The  differences  relate  principally  to  accrued
vacation and net operating loss carryforwards.

     K. Change in Fiscal Year - During 1996, the Company changed its fiscal year
end from December 31 to September 30.

2. CASH DEPOSITS

     The  Company  maintains  amounts  of cash in  related  and  unrelated  bank
deposits which, at times, may exceed federally  insured limits.  The Company has
not  experienced  any losses in such  accounts.  The Company  believes it is not
exposed to any significant credit risk on cash and cash equivalents.

3. CONTRACT RECEIVABLES

     Contract receivables at September 30, 1996 and December 31, 1995 consist of
the following:

                                                1996                1995
         Contract receivables:
           Billed                         $      1,363,697    $       976,294
           Unbilled                                703,318            678,066
           Retained                                 63,003             57,672
                                          ----------------    ---------------
                                          $      2,130,018    $     1,712,032
4. PREMISES AND EQUIPMENT

     The Company's premises and equipment at September 30, 1996 and December 31,
1995 are summarized as follows:

                                                   1996             1995

    Land and building under capital lease      $   2,100,000    $          0
    Equipment under capital lease                    310,253         310,253
    Furniture, fixtures and equipment              1,101,428         736,132
                                               -------------    ------------
                                               $   3,511,681    $  1,046,385
    Accumulated depreciation                        (860,953)       (579,808)
                                               -------------    ------------
                                               $   2,650,728    $    466,577

                                       9
4. PREMISES AND EQUIPMENT (CONTINUED)

     Depreciation  expense was  $281,144  and $144,621 for the nine months ended
September 30, 1996 and year ended December 31, 1995, respectively.

5. NOTES PAYABLE

     Notes  payable at September  30, 1996 and December 31, 1995,  represent the
outstanding  balances of notes  payable to a  commercial  bank and to a minority
shareholder.

     The notes payable to the  commercial  bank consist of two fully drawn lines
of credit which aggregate $850,000.  The first line originated December 5, 1990,
and was last renewed June 10, 1996 in the amount of $650,000.  It bears a demand
feature  with  interest  at the prime rate plus 1% and  matured  June 10,  1997.
Interest payments are made monthly.  Collateral consists of a security agreement
dated December 5, 1990, on all equipment and accounts receivable of the Company,
a stock pledge  agreement on 40,000 shares of capital stock held by the majority
shareholder,  and an assignment of a $500,000 life insurance  policy on the life
of the majority  shareholder.  The second line originated  December 5, 1990, and
was last renewed June 10, 1996 in the amount of $200,000.  Interest on this line
is fixed at 9.5% and is due on demand.  This line is secured by the  December 5,
1990  security  agreement  and a Guaranty  Agreement  dated April 2, 1992 from a
minority shareholder.  Total amounts outstanding under these notes were $850,000
at September 30, 1996 and December 31, 1995. The loan  agreement  dated June 10,
1996 includes certain restrictions on liquidation or disposal of assets, capital
expenditures,   additional   indebtedness,   payments  to  guarantors,   capital
transactions,  dividend  payments and other such  agreements,  all of which have
been complied with at September 30, 1996.

     The  $650,000  line was  subsequently  renegotiated  on April 25,  1997 and
includes  quarterly  interest  and  principal  reduction of $5,000 per month for
eleven  months with  remaining  principal due at maturity,  April 24, 1998.  The
$200,000  line was  renegotiated  June 6,  1997 for 60 days with  principal  and
interest due at  maturity.  All terms and  conditions  of the June 10, 1996 loan
agreement remain in effect.

     The notes payable to a minority  shareholder consist of an installment note
which  originated  July 26,  1991 in the  amount of  $330,000,  and was  renewed
December  21,  1994 in the amount of $284,732  and five demand  notes of various
dates and amounts  aggregating  $550,000 which along with  outstanding  interest
were combined into one promissory  note dated December 21, 1994. The installment
note  bears a fixed  interest  rate of 10% and is  secured  by a proxy on 32,400
shares of Company stock owned by the majority  shareholder.  The promissory note
bears  interest at the prime rate.  Both notes mature  December 21, 1998 and are
subject to covenants prohibiting further issuance of voting stock and other such
agreements.  Total  amounts  outstanding  under these  related  party notes were
$717,347 and $795,418 at September 30, 1996 and December 31, 1995, respectively.

                                       10
5. NOTES PAYABLE (CONTINUED)

     Principal  payments on all notes  payable due  subsequent  to September 30,
1996 are as follows:

         Due September 30, 1997                    $     337,507
                           1998                          747,817
                           1999                          482,023
                                                   -------------
                                                   $   1,567,347

6. OBLIGATION UNDER CAPITAL LEASES

     The Company leases its main office  facility from a related party,  Capitol
View  Development,  LLC, under a triple net commercial  lease beginning  January
1996. The majority  shareholder of  PlanGraphics,  Inc. owns  approximately  ten
percent of Capitol  View  Development.  The lease  includes  an annual base rent
increasing  over the term of the lease plus an adjustment  based on Capitol View
Development's  rate of  interest on its loan.  The  initial  lease term is for a
period of fifteen  years with five renewal  options for a term of one year each.
Annual rental payments approximate $320,000 per year.

     The Company  also leases  certain  equipment  under  capital  leases from a
related party. Original lease terms are for five years.

     The following is a schedule,  by years, of future minimum payments required
under these leases, together with their present value as of September 30, 1996.
Land and
                                                            Building        Equipment        Total
September 30, 1997                            $    314,255    $      67,090    $    381,345
                          1998                                 327,261           26,576         353,837
                          1999                                 330,218            2,656         332,874
                          2000                                 335,635                0         335,635
                          2001                                 337,089                0         337,089
                          Thereafter                         2,837,559                0       2,837,559
                                                          ------------    -------------    ------------
                                                          $  4,482,017    $      96,322    $  4,578,339

         Less: amount representing interest                 (2,414,556)          (7,321)     (2,421,877)
                                                          ------------    -------------    ------------
         Present value of minimum lease
           payments                                       $  2,067,461    $      89,001    $  2,156,462

                                                   11
7. OPERATING LEASE COMMITMENTS

     The Company  leases certain  office  facilities  and certain  furniture and
equipment  under various  operating  leases.  Lease terms range from one to five
years.

     Minimum annual lease commitments at September 30, 1996 are as follows:

         September 30, 1997                        $     125,058
                       1998                              105,387
                       1999                               83,578
                       2000                                5,295
                       2001                                1,094
                                                   -------------
                                                   $     320,412

     Rental  expense for nine months  ending  September  30, 1996 and year ended
December 31, 1995 totaled $136,078 and $196,907, respectively.

8. MAJOR CUSTOMER

     A  significant  portion  of the  Company's  contract  revenue  was  derived
directly or indirectly from contracts with a major customer,  a gas and electric
utility company located in the northeastern  United States.  Accounts receivable
from this  customer  aggregated  $315,598 and $96,505 at September  30, 1996 and
December 31, 1995, respectively. Gross and deferred revenue from these contracts
were as follows:

                                             1996                1995

         Gross revenue                   $   2,777,922       $  2,720,816
         Deferred revenue                      303,650            554,635

9. BACKLOG

     The  following  schedule  shows a  reconciliation  of  approximate  backlog
representing signed contracts in existence at September 30, 1996:

         Balance, December 31, 1995                     $   8,840,877
         Contract adjustments                               1,417,932
         New contracts, 1996                                4,932,291
                                                        -------------
                                                        $  15,191,100
         Less: contract revenue earned, 1996               (7,985,750)
                                                        -------------
         Balance, September 30, 1996                    $   7,205,350

     The Company's backlog at July 31, 1997 is approximately $4,522,000.

                                       12
10. PROFIT SHARING PLAN

     The Company  has a qualified  profit  sharing  plan with a 401(k)  deferred
compensation  provision  covering  substantially all employees.  The plan allows
employees  to defer up to twenty  percent of their  annual  salary with a tiered
matching contribution by the Company up to 1.75%.  Additional  contributions are
at the Company's discretion.  The expense charged to operations for the plan was
$41,113 and $35,219 for the nine months  ended  September  30, 1996 and the year
ended December 31, 1995, respectively.

11. INCOME TAXES

     The provision for income taxes for the nine months ended September 30, 1996
and the year ended December 31, 1995 consists of the following:

                                              1996           1995

         Current                         $     52,469    $     12,450
         Deferred                             124,000          38,000
                                         ------------    ------------
                                         $    176,469    $     50,450

     The provision for income taxes differs from the amount computed by applying
statutory  rates  principally  due  to  nondeductible  meals  and  entertainment
expenses.

     The Company's deferred tax assets and liabilities at September 30, 1996 and
December 31, 1995 are shown below. No valuation allowance for the realization of
deferred tax assets is considered necessary.

                                                     1996          1995

         Total deferred tax assets               $    36,000    $   160,000
         Total deferred tax liabilities                    0              0
                                                 -----------    -----------
           Net deferred tax asset                $    36,000    $   160,000

12. GOING CONCERN CONTINGENCY

     As  shown in the  accompanying  financial  statements,  the  Company  had a
stockholders'  deficit of $68,482 and  $358,566  and an  accumulated  deficit of
$550,445  and  $855,344  as  of  September  30,  1996  and  December  31,  1995,
respectively.  Although the Company has been  profitable  during the nine months
ended  September 30, 1996 and the year ended  December 31, 1995,  its ability to
continue as a going  concern is dependent on either their ability to continue to
successfully  control  their  costs or their  ability  to obtain  the  necessary
funding to continue its operations.

     Management has developed a plan identifying  excess costs and has developed
strategies  to reduce  costs  where  feasible.  Additionally,  the  Company  has
successfully  identified  an investor  with access to capital  markets  with the
ability and intent to provide the capital  necessary for the Company to continue
as a going concern (see Note 16).

                                       13
13. STOCKHOLDERS' EQUITY

     The Company's  articles of incorporation  authorize the issuance of 110,000
non-voting  common  stock  shares.  As shown on the balance  sheet,  the Company
inadvertently  issued more shares than were authorized at September 30, 1996 and
December 31, 1995.  At August 26, 1997,  the Company has  corrected the error by
repurchasing certain non-voting shares.

14. COMMON STOCK REPURCHASE COMMITMENTS

     In  October  1996,  the  Company  and a  shareholder  entered  into a stock
repurchase  agreement whereby the Company agreed to repurchase the shareholder's
18,271  non-voting  common  shares  over a three  year  period  at  prices  that
approximate  the appraised value of the shares as of December 31, 1995, the most
recent valuation date. The Company's total repurchase  obligation over the three
years subsequent to September 30, 1996 is as follows:

         Year ended September 30, 1997               $  44,364
                                  1998                  40,417
                                  1999                  43,638
                                                     ---------
                                                     $ 128,419

     In March 1997, a former  shareholder  of a company  acquired by the Company
under a Stock Exchange Agreement (the Agreement)  exercised his option under the
Agreement to sell 25% of his 10,154  non-voting common shares received under the
Agreement to the Company at a price of $14.43 per share,  the appraised value of
the Company's shares as of September 30, 1996. Under the terms of the Agreement,
the  Company  has  elected to pay the  purchase  price in twelve  equal  monthly
installments beginning April 1, 1997.  Additionally,  the former shareholder has
the  option  of  selling  a  maximum  of 25% of the  shares  received  under the
Agreement annually to the Company at the appraised value of the common shares as
of the end of the previous fiscal year.

     Additionally,  all Company common shares issued and outstanding are subject
to a right of first refusal held by the Company to repurchase  the shares in the
event the shareholder desires to transfer ownership of the shares.

15. SUBSEQUENT EVENTS

     On May 7, 1997, the Board of Directors approved a 5-for-1 stock split to be
effected in the form of a dividend to shareholders of record on May 7, 1997. The
stock split will  become  effective  upon  approval  by the  shareholders  of an
increase  in  the  number  of  common  shares  authorized.   References  in  the
accompanying financial statements to the number of shares issued and outstanding
have not been restated to reflect the pending stock split.

                                       14
15. SUBSEQUENT EVENTS (CONTINUED)

     On May 7,  1997,  the Board of  Directors  approved a  non-qualified  stock
option  plan for outside  directors  and  employees  of the  Company.  The Board
reserved 21,500 pre-split shares (107,500  post-split shares) for issuance under
the plan.  On June 26,  1997,  the Board  granted the option to  purchase  3,100
pre-split  (15,500  post-split) of non-voting common shares to certain employees
at an exercise price of $7.10 per pre-split share ($1.42 per post-split  share).
Such price represents  approximately 50% of the most recent appraised value of a
common stock share at the date of grant.  Additionally,  on June 26,  1997,  the
Board granted the option to purchase 8,400 pre-split  shares (42,000  post-split
shares) of non-voting common shares to certain employees at an exercise price of
$12.27 per pre-split share ($2.45 per post-split  share).  Such price represents
approximately  85% of the most recent appraised value of a common stock share at
the date of grant.  Approximately  4,025  pre-split  shares  (20,125  post-split
shares)  become  exercisable  one year from the date of grant and the  remainder
become  exercisable two years from the date of grant. The options terminate five
years from the date of grant.  The  reservation  of shares for  issuance and the
granting of options under the plan are subject to the shareholders'  approval of
an increase in the number of common shares authorized.

16. PENDING MERGER

     On August 12, 1997, the Company entered into an Acquisition  Agreement with
DCX,  Inc., a publicly  held defense  contracting  company,  whereby the Company
agreed to exchange 100% of the Company's issued and outstanding common stock for
2,631,145 shares of DCX, Inc. common stock. It is anticipated that the agreement
will be consummated on or about September 10, 1997.

     Additionally,  as of August 26,  1997,  DCX,  Inc. has advanced the Company
$250,000  under three  promissory  notes in accordance  with the terms of a loan
agreement  dated July 30, 1997.  The amounts  advanced  bear interest at 13% per
annum, payable monthly. The principal amount is due at maturity,  June 30, 1998.
Collateral for the notes consists of a second lien on  substantially  all assets
of the Company and a security interest in, and pledge of 15,000 pre-split shares
(75,000  post-split  shares) of the  Company's  voting  common stock held by the
majority shareholder.

                                       15
(b) Pro Forma Financial Information.

DCX, INC. and Subsidiary
Pro Forma Consolidated Financial Statements (Unaudited)

The  accompanying  unaudited pro forma  consolidated  financial  statements give
effect to the  acquisition  by DCX, Inc. (the "Company" or "DCX") of 100% of the
outstanding common stock of PlanGraphics,  Inc. ("PlanGraphics") pursuant to the
agreement  between the  parties;  to reflect the  issuance of  2,631,145  of the
Company's  common stock and are based on the estimates and assumptions set forth
herein  under  the  purchase  method  of  accounting.  The  unaudited  pro forma
information has been prepared utilizing the historical  financial statements and
notes thereto,  which are  incorporated by reference  herein.  The unaudited pro
forma  financial  data does not purport to be  indicative  of t he results which
actually  would have been  obtained had the purchase  been  effected on the date
indicated or of the results  which may be obtained in the future.  The unaudited
pro forma financial  statements should be read in conjunction with the financial
statements.

The pro forma consolidated balance sheet assumes the acquisition was consummated
at June 30, 1997. The  accompanying  unaudited pro forma statement of income has
been  derived  from the  statement  of income of the  Company for the nine month
period ended June 30,1 997 and PlanGraphics for the nine month period ended June
30,  1997,  and  such  information  adjusted  to  give  effect  to the  proposed
acquisition as if the proposed  acquisition  had occurred as of the beginning of
the period presented.

                                       16
DCX, INC AND SUBSIDIARY
                                UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
                                                JUNE 30, 1997

                                                    DCX, Inc.       PlanGraphics          Pro Forma    Consolidated
                                                     Actual             Actual           Adjustments     Pro Forma

         ASSETS
Cash and cash equivalents                         $    183,447      $     10,016       $               $    193,463
Accounts receivable                                  1,703,845         2,018,353                          3,722,198
Inventories                                          1,213,121                 0                          1,213,121
Prepaid and other                                      272,828           125,945                            398,773
                                                  ------------      ------------       ------------    ------------
  Total current assets                            $  3,373,241      $  2,154,314       $               $  5,527,555

Property and equipment                               1,206,419         2,802,617                          4,009,036
Other assets                                            46,310           197,715                            244,025
Goodwill                                                     0           145,561          4,496,842b,c    4,642,403
                                                  ------------      ------------       ------------    ------------

TOTAL ASSETS                                      $  4,625,970      $  5,300,207       $  4,496,842    $ 14,423,019

     LIABILITIES AND
     STOCKHOLDERS' EQUITY

Notes payable                                     $    907,708      $  1,109,645       $               $  2,017,353
Accounts payable                                       888,445           713,500                          1,601,945
Accrued expenses and other liabilities                 161,961           869,067           400,000b       1,431,028
Accrued litigation settlement                          521,000                 0                            521,000
Deferred revenues                                            0           156,044                            156,044
                                                  ------------      ------------       -----------     ------------
  Total current liabilities                       $  2,479,114      $  2,848,256       $   400,000     $  5,727,370

Notes payable                                                0           514,400                            514,400
Obligations under capital leases                             0         2,068,176                          2,068,176
                                                   -----------      ------------       -----------     ------------
  Total liabilities                              $   2,479,114      $  5,430,832       $   400,000     $  8,309,946

Stockholders' Equity:
  Preferred stock                                $           0      $          0       $         0     $          0
  Common stock                                       5,545,806           434,454         3,564,886a,d     9,545,146
  Additional paid in capital                           329,384                 0                            329,384
  Subscriptions receivable                            (179,000)                0                          (179,000)
  Accumulated deficit                               (3,549,334)         (565,079)          531,956d,e     3,582,457
                                                 ------------      -------------       -----------     ------------
     Total stockholders' equity                  $  2,146,856      $    (130,625)      $ 4,096,842     $  6,113,073

TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY                           $  4,625,970      $   5,300,207       $ 4,496,842     $ 14,423,019

                     See the accompanying Headnote and Notes to Pro Forma Consolidated Financial Statements

                                                              17
DCX, INC. AND SUBSIDIARY
                                UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME

                                                              PlanGraphics,
                                                DCX, Inc.        Inc.
                                               Nine Months     Nine Months
                                              June 30, 1997   June 30, 1997    Proforma      Consolidated
                                                 Actual          Actual       Adjustments      Pro Forma
Revenue                                       $  3,964,929    $  6,764,206    $          0    $ 10,729,135
Cost of revenue                                  3,530,824       2,175,170               0       5,705,994
                                              ------------    ------------    ------------    ------------
Gross profit                                  $    434,105    $  4,589,036    $          0    $  5,023,141
General and administrative                         702,705       4,280,089         224,842       5,207,636
                                              ------------    ------------    ------------    ------------
Income (loss)from operations                  $   (268,600)   $    308,947    $   (224,842)   $   (184,495)

Other income (expense):
Interest expense                              $   (101,622)   $   (314,029)   $          0    $   (415,651)
Miscellaneous                                      415,562               0               0         415,562
                                              ------------    ------------    ------------    ------------
  Total other                                 $    313,940    $   (314,029)   $          0    $        (89)

Net income before income taxes
  and extraordinary item                      $     45,430    $     (5,082)   $   (224,842)   $   (184,584)
Income taxes                                             0          10,130               0          10,130
                                              ------------    ------------    ------------    ------------
Net income before extraordinary
  item                                        $     45,340    $    (15,212)   $   (224,842)   $   (194,714)

Extraordinary item: gain on
  extinguishment of debt                           267,050               0               0         267,050
                                              ------------    ------------    ------------    ------------

NET INCOME                                    $    312,390    $    (15,212)   $   (224,842)   $     72,336

                     See the accompanying Headnote and Notes to Pro forma consolidated Financial Statements
DCX, Inc. and Subsidiary
Notes to Pro Forma Consolidated Financial Statements

a.   To record the issuance of 2,631,145  shares of DCX, Inc. common stock (NPV)
     at the agreed upon rate of $1.52 per share.

b.   To record the liability for transaction costs.

c.   To record the purchase of PlanGraphics and the related goodwill.

d.   To eliminate the capital accounts of PlanGraphics upon  consolidation  with
     DCX, Inc.

e.   To record the amortization of goodwill over a 15 year period.

                                       18
(c) Exhibits

2. Plan of acquisition, reorganization, arrangement, liquidation or succession:

2.1a  Acquisition  Agreement  (without  schedules) dated August 12, 1997 between
DCX, Inc. (purchaser) and PlanGraphics, Inc. (seller).

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                        DCX, Inc.
                                      (Registrant)

                                   
October 7, 1997, 1997               /S/ Fred Beisser
                                    --------------------------------------------
                                        (Signature)
                                    Frederick G. Beisser
                                    Secretary, Treasurer & Vice President - 
                                    Finance & Accounting

                                       19
PRESS RELEASE

   DCX, INC. BECOMES GEOGRAPHIC INFORMATION SYSTEMS (GIS) INDUSTRY COMPETITOR
                          WITH FIRST MAJOR ACQUISITION.

              DCX, Inc. Completes Purchase of PlanGraphics, Inc.,
                         Nation's Leading GIS Provider

FRANKTOWN,  Colorado,  September  24, 1997 --DCX,  Inc., - (NASDAQ:  DCXI) today
announced  that it has  completed  its  acquisition  of  PlanGraphics,  Inc.  of
Frankfort,  Ky. The transaction involved the exchange of DCX common stock valued
at slightly  more than $4 million  plus the  injection of nearly  $1,000,000  in
working capital in exchange for all the outstanding stock of PlanGraphics,  Inc.
Privately  held  PlanGraphics,  is the  nation's  leading  independent  advisory
services  GIS firm in the $8.2 billion  worldwide  GIS  industry.  DCX will have
approximately  9.4  million  shares  outstanding  following  the  closing of the
PlanGraphics transaction. Mr. John Antenucci, President of PlanGraphics, will be
appointed  President  and a director.  As previously  reported,  the size of the
board will be increased; additional members have not yet been identified.

This  acquisition  completes  the first step by DCX  President  and CEO  Stephen
Carreker  to  transform  DCX  into a  fully  integrated  GIS  service  provider,
lessening its historic  reliance on defense business.  GIS combines  interactive
computer map displays with database  management  software to display  geographic
information  -  "PlanGraphics   has  successfully   expanded  into  GIS  systems
integration  and is expected to continue  achieving high growth rates," said Mr.
Carreker.   "The  company  brings   immediate  value  to  DCX  in  the  form  of
international  reputation  and  contacts.  No other U.S.  company  possesses the
objectivity,  comprehensive experience, and expertise in GIS technologies,  user
needs and solutions."

Approximately  30% of  PlanGraphics'  revenues  are derived from state and local
government  customers;  45% from  utilities,  and the balance  from  private and
industrial  sectors.  Commercial  clients  include  IBM,  Space  Imaging  Corp.,
Analytical Surveys,  Inc., Unisys Corp., Lockheed Martin Corp., Hughes Corp. and
Harris  Corp.,  in  addition  to a number of  international  public and  private
customers.  Formed in 1979, PlanGraphics is headquartered in Frankfort,  Ky. and
maintains offices in Denver,  Silver Spring, Md., Brisbane,  Australia,  Muscat,
Oman and  Buenos  Aires,  Argentina.  The firm has 100  employees.  For the nine
months  ended June 30,  1997,  PlanGraphics  recorded  $6.7 million in while DCX
reported  $4.0 million and net income of  $312,390.  DCX  currently  designs and
manufactures electronic cables for various aerospace/defense  applications.  DCX
was founded and is currently headquartered in Douglas County, south of Denver.

Some of the  statements  in this Press  Release  contain  predictions  and other
forward-looking  statements  that  involve a number of risks and  uncertainties.
While this outlook  represents our current judgment on a future direction of the
business,  actual results may differ materially from any future action suggested
in this report.  The accuracy of these  statements  cannot be guaranteed as they
are subject to a variety of risks including, but not limited to, future economic
conditions, new developments and other factors.
                                     - End -

POC:  Bruce Haun at B. Edward Haun & Co., Financial Communications, 303 595-4667

           For Release at 6:30 a.m. Mountain Time, September 24, 1997

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