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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT
For the Fiscal Year Ended December 31, 1996
Commission File Number 33-10281
Immune America, Inc.
(Name of Small Business Issuer in its Charter)
NEVADA 211 West Wall, Midland, Texas 79701-4501 75-2641513
(State or Other (Address of principal Executive Office (I.R.S. Employer
Jurisdiction of including Zip Code) Identification No.)
incorporation or
organization)
(915) 682-1761
(Registrant's telephone number, including area code)
Securities Registered under Section 12(b) of the Exchange Act:
Title of Each Class Name of Each Exchange on which Registered
- ------------------- -----------------------------------------
None None
Securities Registered Under Section 12(g) of the Exchange Act: None
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X -No
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of management's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ X ]
State issuer's revenues for its most recent fiscal year: $-0-.
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days: $52,241
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 275,316
Transitional Small Business Disclosure Format: Yes - No X
--
Item 1. Description of Business.
- --------------------------------
General
Immune America, Inc., a Nevada corporation (the "Company"), was
incorporated on July 30, 1985, to engage in any lawful business and to attempt
to acquire an interest in other business ventures. The Company completed its
initial public offering in March 1987, at which time 5,000,000 units, one common
share and two warrants for periods of one and two years, were subscribed for and
$ 100,000 gross proceeds were raised. On June 2, 1987, the Company acquired one
hundred percent of the outstanding stock of Immune America, Inc. in exchange for
7,000,000 shares of the Company's stock. Immune America, Inc. ("Immune"), a
development stage company, was a research and marketing company specializing in
the research development and marketing of high quality nutritional products
using products already on the marketplace designed to assist in the treatment of
immune disfunction. Immune had received limited revenues and has no patents on
its products.
Management expected that additional funds could be raised through either
exercise of outstanding warrants or a secondary offering of common or preferred
shares as funds from the public offering were not sufficient to fund the
Company's operations. As the price of the Company's stock was not high enough to
induce the exercise of outstanding warrants and management was unable to obtain
additional funds either through debt financing or a secondary offering of common
stock, the Company became illiquid. Remaining assets were disposed of in the
second quarter of 1988 and the Company became inactive.
The corporate charter was revoked on January 1, 1990, by the State of
Nevada for failure to file required documents and pay associated fees. While
there were outstanding debts to various individuals and companies, there have
been no collection efforts. There have been no communications or demands from
any governmental agency for taxes of fees due.
On November 17, 1995, the charter was reinstated by the State of Nevada.
It is the intention of the new management to attract a private business
that might be interested in becoming a publicly-held company, without the
expense and time delay involved in distributing its securities to the public.
On October 18, 1996 the company entered into a stock exchange agreement
with a foreign entity. The foreign entity was not able to meet the terms of the
agreement as to accounting standards and the agreement expired. Neither party
has any further obligations under the terms of the agreement.
A registration statement on Form S-8 filed with the Securities and Exchange
Commission on December 12, 1996, File No. 333-17819, seeking the registration of
shares of the Company's common stock issuable to a consultant retained by the
Company to assist in the completion of the stock exchange agreement, has been
deregistered. The Company has no further obligation to the consultant under the
terms of the consulting agreement between them.
Proposed Business
The Company intends to locate and combine with an existing, privately-held
company which is profitable or, in management's view, has growth potential,
irrespective of the industry in which it is engaged. However, the Company does
not intend to combine with a private company which may be deemed to be an
investment company subject to the Investment Company Act of 1940. A combination
may be structured as a merger, consolidation, exchange of the Company's common
stock for stock or assets or any other form which will result in the combined
enterprise's becoming a publicly-held corporation.
Pending negotiation and consummation of a combination, the Company
anticipates that it will have, aside from carrying on its search for a
combination partner, no business activities, and, thus, will have no source of
revenue. Should the Company incur any significant liabilities prior to a
combination with a private company, it may not be able to satisfy such
liabilities as are incurred.
If the Company's management pursues one or more combination opportunities
beyond the preliminary negotiations stage and those negotiations are
subsequently terminated, it is foreseeable that such efforts will exhaust the
Company's ability to continue to seek such combination opportunities before any
successful combination can be consummated. In that event, the Company's common
stock will become worthless and holders of the Company's common stock will
receive a nominal distribution, if any, upon the Company's liquidation and
dissolution.
Combination Suitability Standards
In its pursuit for a combination partner, the Company's management intends
to consider only combination candidates which are profitable or, in management's
view, have growth potential. The Company's management does not intend to pursue
any combination proposal beyond the preliminary negotiation stage with any
combination candidate which does not furnish the Company with audited financial
statements for at least its most recent fiscal year and unaudited financial
statements for interim periods subsequent to the date of such audited financial
statements, or is in a position to provide such financial statements in a timely
manner. The Company will, if necessary funds are available, engage attorneys
and/or accountants in its efforts to investigate a combination candidate and to
consummate a business combination. The Company may require payment of fees by
such combination candidate to find the investigation of such candidate. In the
event such a combination candidate is engaged in a high technology business, the
Company may also obtain reports from independent organizations of recognized
standing covering the technology being developed and/or used by the candidate.
The Company's limited financial resources may make the acquisition of such
reports difficult or even impossible to obtain and, thus, there can be no
assurance that the Company will have sufficient funds to obtain such reports
when considering combination proposals or candidates. To the extent the Company
is unable to obtain the advice or reports from experts, the risks of any
combined enterprise's being unsuccessful will be enhanced. Furthermore, to the
knowledge of the Company's officers and directors, neither the candidate nor any
of its directors, executive officers, principal shareholders or general
partners:
(1) will not have been convicted of securities fraud, mail fraud, tax fraud,
embezzlement, bribery, or a similar criminal offense involving
misappropriation or theft of funds, or be the subject of a pending
investigation or indictment involving any of those offenses;
(2) will not have been subject to a temporary or permanent injunction or
restraining order arising from unlawful transactions in securities, whether
as issuer, underwriter, broker, dealer, or investment advisor, may be the
subject of any pending investigation or a defendant in a pending lawsuit
arising from or based upon allegations of unlawful transactions in
securities; or
(3) will not have been a defendant in a civil action which resulted in a final
judgement against it or him awarding damages or rescission based upon
unlawful practices or sales of securities.
The Company's officers and directors will make these determinations by
asking pertinent questions of the management of prospective combination
candidates. Such persons will also ask pertinent questions of others who may be
involved in the combination proceedings. However, the officers and directors of
the Company will not generally take other steps to verify independently
information obtained in this manner which is favorable. Unless something comes
to their attention which puts them on notice of a possible disqualification
which is being concealed from them, such persons will rely on information
received from the management of the prospective combination candidate and from
others who may be involved in the combination proceedings.
Item 2. Description of Property.
- -------------------------------
The Company has no properties.
Item 3. Legal Proceedings.
- --------------------------
The Company is not a party to any material pending or threatened legal
proceeding.
Item 4. Submission of Matters to a Vote of Security Holders.
- ------------------------------------------------------------
No matters were submitted to securities holders during the year ended
December 31, 1996.
PART 11
Item 5. Market for Common Equity and Related Stockholder Matters.
- -----------------------------------------------------------------
Market Information
The company's stock trades on the "Bulletin Board" under the symbol IMMX.
The only trades during the year have been executed at $.50 per share. A 120:1
reverse stock split was completed in the 4th Quarter of 1996. All financial
statements and tables have been adjusted to reflect this action.
As of December 31, 1996, there were 287 holders on record of the Company's
common stock.
Dividend Policy
The Company has never paid any dividends on its common stock and does not
have any current plan to pay any dividends in the foreseeable future.
Item 6. Management's Discussion and Analysis of Financial Condition and Plan of
- --------------------------------------------------------------------------------
Operation.
- ----------
Discussion of Financial Condition
The Company currently has no revenues, no operations and owns no assets.
The Company will remain illiquid until such time as a business combination
transaction occurs, if ever. No prediction of the future financial condition of
the Company can be made.
Plan of Business
General. The Company intends to locate and combine with an existing,
-------
privately-held company which is profitable or, in management's view, has growth
potential, irrespective of the industry in which it is engaged. However, the
Company does not intend to combine with a private company which may be deemed to
be an investment company subject to the Investment Company Act of 1940. A
combination may be structured as a merger, consolidation, exchange of the
Company's common stock for stock or assets or any other form which will result
in the combined enterprise's becoming a publicly-held corporation.
Pending negotiation and consummation of a combination, the Company
anticipates that it will have, aside from carrying on its search for a
combination partner, no business activities, and, thus, will have no source of
revenue. Should the Company incur any significant liabilities prior to a
combination with a private company, it may not be able to satisfy such
liabilities as are incurred.
If the Company's management pursues one or more combination opportunities
beyond the preliminary negotiations stage and those negotiations are
subsequently terminated, it is foreseeable that such efforts will exhaust the
Company's ability to continue to seek such combination opportunities before any
successful combination can be consummated. In that event, the Company's common
stock will become worthless and holders of the Company's common stock will
receive a nominal distribution, if any, upon the Company's liquidation and
dissolution.
Combination Suitability Standards. In its pursuit for a combination
-----------------------------------
partner, the Company's management intends to consider only combination
candidates which are profitable or, in management's view, have growth potential.
The Company's management does not intend to pursue any combination proposal
beyond the preliminary negotiation stage with any combination candidate which
does not furnish the Company with audited financial statements for at least its
most recent fiscal year and unaudited financial statements for interim periods
subsequent to the date of such audited financial statements, or is in a position
to provide such financial statements in a timely manner. The Company will, if
necessary funds are available, engage attorneys and/or accountants in its
efforts to investigate a combination candidate and to consummate a business
combination. The Company may require payment of fees by such combination
candidate to fund the investigation of such candidate. In the event such a
combination candidate is engaged in a high technology business, the Company may
also obtain reports from independent organizations of recognized standing
covering the technology being developed and/or used by the candidate. The
Company's limited financial resources may make the acquisition of such reports
difficult or even impossible to obtain and, thus, there can be no assurance that
the Company will have sufficient funds to obtain such reports when considering
combination proposals or candidates. To the extent the Company is unable to
obtain the advice or reports from experts, the risks of any combined
enterprise's being unsuccessful will be enhanced. Furthermore, to the knowledge
of the Company's officers and directors, neither the candidate nor any of its
directors, executive officers, principal shareholders or general partners:
(1) will not have been convicted of securities fraud, mail fraud, tax fraud,
embezzlement, bribery, or a similar criminal offense involving
misappropriation or theft of funds, or be the subject of a pending
investigation or indictment involving any of those offenses;
(2) will not have been subject to a temporary or permanent injunction or
restraining order arising from unlawful transactions in securities, whether
as issuer, underwriter, broker, dealer, or investment advisor, may be the
subject of any pending investigation or a defendant in a pending lawsuit
arising from or based upon allegations of unlawful transactions in
securities; or
(3) will not have been a defendant in a civil action which resulted in a final
judgement against it or him awarding damages or rescission based upon
unlawful practices or sales of securities.
The Company's officers and directors will make these determinations by
asking pertinent questions of the management of prospective combination
candidates. Such persons will also ask pertinent questions of others who may be
involved in the combination proceedings. However, the officers and directors of
the Company will not generally take other steps to verify independently
information obtained in this manner which is favorable. Unless something comes
to their attention which puts them on notice of a possible disqualification
which is being concealed from them, such persons will rely on information
received from the management of the prospective combination candidate and from
others who may be involved in the combination proceedings.
Item 7. Financial Statements. Page
- ----------------------------
Independent Auditor's Report 1
Balance Sheets as at December 31, 1996 and 1995 2
Statements of Operations for the Years Ended
December 31, 1996, 1995 and 1994 3
Statements of Changes in Shareholders' Equity for the
Years Ended December 31, 1996, 1995 and 1994 4
Statements of Cash Flows for the Years Ended
December 31, 1996, 1995 and 1994 5
Notes to Financial Statements 6
INDEPENDENT AUDITOR'S REPORT
- ----------------------------
Board of Directors
Immune America, Inc.
(A Development Stage Company)
We have audited the accompanying balance sheet of Immune America, Inc. (A
Development Stage Company) as of December 31, 1996 and the related statements of
operations, and cash flows for each of the three years ended December 31, 1996,
1995 and for the period July 1, 1993 (date of debt expiration) through December
31, 1996 and the statement of changes in stockholder's equity for the years
ending December 31, 1996 and 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 audit provides 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 Immune America, Inc. (A
Development Stage Company) at December 31, 1996 and 1995 and the results of
their operations and their cash flows for each of the three years ended December
31, 1996, 1995 and 1994 in conformity with generally accepted accounting
principles.
CHESHIER & FULLER, L.L.P.
Dallas, Texas
March 17, 1997
Immune America, Inc.
(A Development Stage Company)
-----------------------------
Balance Sheets
--------------
December 31, 1996
-----------------
ASSETS
------
December 31,
1996
--------------
Current Assets-Cash $ 2,371
TOTAL ASSETS $ 2,371
=======
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current Liabilities
Accounts payable $ 743
-------
Total Liabilities $ 743
=======
Shareholders' Equity
Common stock, $.001 par value, authorized
100,000,000 shares, 275,316 issued and
241,982 outstanding at December 31, 1996
and 1995 275
Treasury stock, 33,334 shares at cost (6,000)
Paid in capital 151,186
Deficit accumulated during the
developmental stage (143,833)
Total Shareholders' Equity 1,628
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 2,371
========
Immune America, Inc.
(A Development Stage Company)
-----------------------------
Statements of Operations
------------------------
Years Ended December 31, 1996, 1995
-----------------------------------
For the Period
July 1, 1993
(date of debt
expiration) through
December 31, December 31, December 31,
1996 1995 1996
------------ ------------ -------------------
Revenue $ -0- $ -0- $ -0-
------------ ------------ -------------
Expenses
Advertising 730 -0- 730
Miscellaneous 60 -0- 60
Office supplies 2,266 -0- 2,266
Professional services 6,733 -0- 6,733
Regulatory expenses 100 -0- 100
------------ ------------ -------------
Total expenses 9,889 -0- 9,889
-------------- ------------ ------------ -------------
Net income (loss) before taxes (9,889) -0- (9,889)
Provision for income taxes -0- -0- -0-
Net (loss) $ (9,889) -0- $ (9,889)
Primary Earnings Per Common Share
Net (loss) per common share $ ( .06) $ -0- $ (.08)
Weighted average common shares
outstanding for the period 158,548 116,832 128,751
=========== ============ =============
Fully Diluted Earnings Per Common Share
Net (loss) per common share $ ( .06) $ -0- $ (.08)
Weighted average common shares
outstanding for the period 158,548 116,832 128,751
============ =========== =============
Immune America, Inc.
--------------------
(A Development Stage Company)
-----------------------------
Statements of Changes in Shareholders' Equity
---------------------------------------------
Years Ended December 31, 1996, 1995 and 1994
--------------------------------------------
Retained
Common Stock Treasury Stock Paid In Earnings
Shares Amount Shares Amount Capital (Deficit) Total
---------- ---------- ---------- -------------- ------- --------- --------
Balances at
December 31, 1994 150,166 $18,020 33,334 $(6,000) 118,441 (133,944) (3,483)
Net income for
the year ended
December 31, 1995
Balances at
December 31, 1995 150,166 18,020 33,334 (6,000) 118,441 (133,944) (3,483)
Net (loss) for
the year ended
December 31, 1996 (9889) (9889)
Sale of Common Stock 125,000 15,000 15,000
Adjust for reverse split (32,745) 32,745
Stock in leu during reverse split 150
------- ------- ------- -------- ------- -------- -------
Balances at
December 31, 1996 275,316 $ 275 33,334 $ (6,000) $151,186 $(143,833) $ 1,628
======= ======= ======= ======== ======= ======== =======
Immune America, Inc.
--------------------
(A Development Stage Company)
-----------------------------
Statements of Cash Flows
------------------------
December 31, 1996, 1995 and 1994
--------------------------------
For the Period
July 1, 1993
(date of debt
expiration) through
December 31, December 31, December 31,
1996 1995 1996
------------- ------------- -------------------
Cash flows from operating activities:
Net (loss) $ (9,889) $ -0- $ (9,889)
Decrease of liabilities (2,740) -0- (2,740)
----------- ------------ -------------
Net cash used from operating activities (12,629) -0- (12,629)
----------- ------------ --------------
Cash flows from investing activities -0- -0- -0-
Cash flows from financing activities
Sale of common stock 15,000 -0- -0-
----------- ------------ --------------
Net cash used from financing activities 15,000 -0-
Net increase in cash 2,371 -0- 2,371
Cash at beginning of year -0- -0- -0-
Cash at end of year $ 2,371 $ -0- $ 2,371
============ ============ =============
Supplemental Disclosures of Cash Flow Information
Cash paid during the year for:
Income taxes $ -0- $ -0- $ -0-
============= ============ =============
Interest $ -0- $ -0- $ -0-
============= ============ =============
Immune America, Inc.
--------------------
(A Development Stage Company)
-----------------------------
Notes to Financial Statements
-----------------------------
December 31, 1996 and 1995
--------------------------
Note 1 - Summary of Significant Accounting Policies
------------------------------------------
History
Immune America, Inc. ("Company"), was incorporated July 30,
1985 in Nevada as a company directed toward the research and
development of nutritional products to treat malfunctions of
the body caused by immune deficiencies. The Company began
having financial difficulties in early 1988, and subsequently
ceased operations and liquidated its assets in the second
quarter of that year.
Development Stage Operations
The Company currently has no operational activities.
Note 2 - Income Taxes
------------
There are no temporary timing differences between
recognition of revenue and expenses for financial reporting
purposes and for income tax purposes.
Note 3 - Subsidiary
----------
The Company had a wholly owned subsidiary named Immune
America, Inc., however, the charter of the subsidiary was
revoked and the subsidiary had no assets or liabilities.
Note 4 - Expiration of Debt
------------------
Effective June 30, 1993 the Company elected to no longer
carry on its books indebtedness that is no longer legally
enforceable. The Company determined that after five years
all liabilities incurred before the cessation of activities
would be unenforceable. Only liabilities to be subsequently
paid were carried forward.
Note 5 - Stock Split
-----------
The Company effected a 120 to one reverse stock split
effective October 24, 1996. The reverse split has been given
retroactive effect in the financial statements.
Note 6 - Accounting Estimations
----------------------
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amount of assets and liabilities at the date of the
financial statements and disclosure of contingent assets and
liabilities at the date of the financial statements the
reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those
estimates.
Page 1 Item 8. Changes in and Disagreements with Accountants on Accounting and
- --------------------------------------------------------------------------------
Financial Disclosures.
- ----------------------
The former independent auditor of the Company, Mr. Fred V. Shiemann, had no
disagreement with the Company with respect to accounting and financial
disclosure matters. A Current Report on Form 8-K relating to the change in
independent auditor by the Company is to be filed in the near future.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
- --------------------------------------------------------------------------------
With Section 16(a) of the Exchange Act.
- ---------------------------------------
The following table sets forth the officers and directors of the Company.
Name Age Positions
- ---- --- ---------
Dr. Elizabeth Huntley 56 Director
Glenn A. Little 43 Director and President
Matthew Blair 40 Director and Secretary
Kevin B. Halter Jr. 30 Director
Set forth below is a description of the backgrounds of each of the officers
and directors of the Company
Dr. Elizabeth Huntley has been a director of the Company since merger with
----------------------
W.M.S. Development in 1987. From 1987 to 1996 she served as President of the
Company. Dr. Huntley received a Ph.D. in Biological and Medical Science in 1968
and a Master of Science in Biology from Brown University in 1964. In 1961, she
received her B.A. degree in Physics from Swarthmore College. After positions
with numerous academic facilities that research the relationships between
nutrition and health, she is currently in private practice as a nutritional
consultant with the Huntley Research Institute.
Glenn A. Little is a graduate of The University of Florida, Gainesville
---------------
(Bachelor of Science in Business Administration) and the American Graduate
School of International Management (Master International Management) and has
been the principal of Little and Company Investment Securities (LITCO), a
Securities Broker/Dealer with offices in Midland, Texas since 1979.
He also was the co-founder and Chief Financial Officer of Temporary
Resources Incorporated, a temporary employment service headquartered in Midland,
Texas. Before founding LITCO Mr. Little was a stockbroker with Howard, Weil,
Labouisse Friedrich in New Orleans and Midland and worked for the First National
Bank of Commerce in New Orleans, Louisiana.
Matthew Blair is a solo practitioner of law in Midland, Texas. Before
--------------
opening his practice he served in the Legal Department of the Federal Deposit
Insurance Corporation (FDIC), Midland, Texas where he gained exposure to
corporate structures and debt workouts. His employment before the FDIC
appointment was with Texas American Energy and Exxon Corporation. Mr. Blair
received a Bachelor of Arts in Government from The University of Texas at Austin
(1975) and Juris Doctor from Texas Tech University School of Law (1979). He is
licensed in every state court in Texas, United States District Court (Texas) and
in The United States Supreme Court.
Kevin Halter is the President of Securities Transfer Corporation, a SEC
------------
registered stock transfer company , a position held since 1987. He currently
serves as Vice-President/Secretary for both Millennia, Inc and Halter Capital
Corporation, a privately held venture capital company. He acts as a Director of
Digital Communications Corporation.
Item 10. Executive Compensation.
- -------- -----------------------
The Company's management is not currently compensated for services provided
to the Company, and no compensation has been accrued and none is expected to be
accrued in the future.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
- ------------------------------------------------------------------------
The following table set forth the names and addresses of each of the
persons known by the Company to own beneficially 10% or more of the common stock
of the Company, as well as the common stock ownership of each of the officers
and directors of the Company.
Name and Address Number of Ownership as
- ---------------- Shares Owned a percentage
------------ ------------
Dr. Elizabeth Huntley 33,334 12.1
12342 Roscoe Boulevard
Sun Valley, CA 91352
Glenn A. Little (1) 137,500 49.9
211 West Wall
Midland, Texas 79701 (1)
Matthew Blair 0 0
P.O. Box 10133
Midland, Texas 79710
Kevin Halter 0 0
16910 Dallas Parkway, Suite 100
Dallas, Texas 75248
Total owned by Officers and Directors 170,834 62%
1. Beneficially Owned by Little and Company Investment Securities
Item 12. Certain Relationships and Related Transactions.
- --------------------------------------------------------
None.
Item 13. Exhibits and Reports on Form 8-K.
- -------------------------------------------
Exhibits
None.
Reports on Form 8-K
No Current Report on Form 8-K was filed during the year ended December 31, 1996.
The Company intends to file a Current Report on Form 8-K with respect to a
change in the Company's independent auditor in the future.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: March 27, 1997
IMMUNE AMERICA, INC.
By: /s/ Glenn A. Little
-------------------------
Glenn A. Little
President
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.
/s/ Glenn A. Little
- --------------------------
Glenn A. Little
President (Chief Executive Officer),
Principal Accounting Officer and Chairman
of the Board
/s/ Matthew Blair
- ---------------------------
Matthew Blair
Secretary and Director
March 27, 1997
Supplemental Information to be Furnished With Reports Filed Pursuant to Section
15(d) of the Exchange Act by Non-reporting Issuers.
As of the date of this Annual Report on Form 10-KSB, no annual report or proxy
material has been sent to security holders of the Company. It is anticipated
that an annual report and proxy material will be furnished to security holders
subsequent to the filing of this Annual Report on Form 10-KSB.