As filed with the Securities and Exchange Commission on June ___, 1997
Registration No. 33-_________
SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
LEVEL BEST GOLF, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 59-3205644
(State or other (I.R.S. Employer of Identification
jurisdiction incorporation Number)
or organization)
14561 58th Street North, Clearwater, Florida 34620 (813) 535-7770
(Address, including zip code, and telephone number, including area
code, or registrant's principal executive offices)
NON-STATUTORY INCENTIVE STOCK OPTIONS ISSUED TO CONSULTANTS AND
ISSUABLE TO EMPLOYEES
(Full title of plan)
Fred L. Solomon, Chief Executive Officer, Level Best Golf, Inc.
14561 58th Street North, Clearwater, Florida 34620 813) 535-7770
Facsimile (813) 535-0077
(Name and address, including zip code, and telephone number, including
area code, of agent for service)
Copies to:
Jackson L. Morris, Esquire., 3116 West North A Street,
Tampa, Florida 33609
(813) 874-8854 Facsimile (813) 873-9628
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered (1) Amount to be
registered Proposed maximum offering price per unit (2) Proposed
maximum aggregate offering price Amount of the registration fee
(3) Common Stock, par value $0.001 per share 523,500 shares $2.00
$1,047,000 $317.27
(1) The shares registered pursuant to this Registration Statement are
available for issuance pursuant to certain outstanding stock option
agreements issued to consultants and stock option agreements which may
be issued to employees in the future, the form of each of which are
attached as exhibits to this Registration Statement.
(2) Estimated solely for the purpose of calculating the registration
fee, based upon the bid price for the common stock on the day of grant
of options to consultants, June 16, 1997.
(3) Pursuant to General Instruction E, the registration fee paid in
connection herewith is based on the maximum aggregate per share
exercise price of the shares of Common Stock covered by this
registration statement.
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1: Plan Information.
The information required by Part I is included in documents to be sent
or given to the participants.
<PAGE>
ITEM 2: Registration Information and Employee Plan Annual
Information.
Upon written or oral request, Level Best Golf, Inc., a Florida
corporation, (the "Registrant") will provide, without charge, a copy
of all documents incorporated by reference in Item 3 of Part II of
this Registration Statement, which are incorporated by reference in
the Section 10(a) Prospectus, and all other documents required to be
delivered to employees pursuant to Rule 428(b) promulgated under the
Securities Act of 1933, as amended, (the "Securities Act"). All
requests should be made to
Level Best Golf, Inc.
Attention: Fred L. Solomon, President
14561 58th Street North, Clearwater, Florida 34620
Telephone Number: (813) 535-7770
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3: Incorporation of Documents by Reference.
The following documents, which are on file with the Securities and
Exchange Commission (the "Commission"), are incorporated in this
Registration Statement by reference: (a) Annual Report on Form 10-KSB
for the year ended September 30, 1996, including any amendment or
report filed for the purpose of updating such description. All
documents filed by the Registrant pursuant to Section 13(a), 14 and
15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all shares offered hereby have been
sold or which deregisters all shares then remaining unsold, shall be
deemed to be incorporated in this Registration Statement by reference
and to be a part hereof from the date of filing of such documents.
ITEM 4. Description of Securities.
The Registrant's Articles of Incorporation authorize the Registrant to
issue up to fifty million shares of Common Stock. The holders of
Common Stock of the Registrant are entitled to cast one vote for each
share held at all shareholders meetings for all purposes. Upon
liquidation or dissolution, each outstanding share of Common Stock
will be entitled to share equally in the assets of the Registrant
legally available for distribution to shareholders after the payment
of all debts and other liabilities. Common Stock does not have any
cumulative or preemptive or other right to subscribe to or purchase
additional Common Stock in the event of a subsequent offering. All
outstanding Common Stock is, and the shares offered hereby will be,
legally issued, fully paid and non-assessable. The Board of Directors
of the Registrant may not declare dividends when payment would render
the Registrant insolvent or when the Registrant is already insolvent.
The Registrant has not paid dividends to date and it is not
anticipated that any dividends will be paid in the foreseeable future.
The Board of Directors initially may follow a policy of retaining
earnings, if any, to finance the future growth of the Registrant.
Accordingly, future dividends, if any, will depend upon, among other
considerations, the Registrant's need for working capital at the time.
ITEM 5. Interests of Named Experts and Counsel.
The Company will rely on an opinion given by Jackson L. Morris,
Esquire, Tampa, Florida, as to the legality of the Shares. Mr. Morris
is the holder of 5,000 shares of the Registrant's common stock.
<PAGE>
ITEM 6. Indemnification of Directors and Officers.
The Registrant's Articles of Incorporation generally provide for the
maximum indemnification of a corporation's directors and officers as
permitted by law in the State of Florida. Florida law empowers a
corporation to indemnify any person who was or is a party or who is
threatened to be made a party to any threatened, pending, or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, except in the case of an action by or in the right of
the corporation, by reason of the fact that he or she is or was a
director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation or other enterprise.
Depending on the character of the proceeding, a corporation may
indemnify against expenses (including attorney's fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred
in connection with such action, suit or proceeding if the person
indemnified acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceedings,
had no reasonable cause to believe his or her conduct was unlawful.
A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he or she is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation or other enterprise, against
expenses, including amounts paid in settlement and attorney's fees
actually and reasonably incurred by him or her in connection with the
defense or settlement of the action or suit if he or she acted in good
faith and in a manner which he or she reasonably believed to be in or
not opposed to the best interests of the corporation. Indemnification
may not be made for any claim, issue or matter as to which such a
person has been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to the corporation
or for amounts paid in settlement to the corporation unless and only
to the extent that the court in which the action or suit was brought
or other court of competent jurisdiction determines upon application
that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the
court deems proper. To the extent that a director, officer, employee
or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to
above, or in defense of any claim, issue or matter therein, he or she
must be indemnified by the corporation against expenses, including
attorney's fees, actually and reasonably incurred by him in connection
with the defense. Any indemnification under this section, unless
ordered by a court or advanced pursuant to this section, must be made
by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee
or agent is proper in the circumstances. The determination must be
made: (a) by the stockholders; (b) by the board of directors by
majority vote of a quorum consisting of directors who were not parties
to the action, suit or proceeding; (c) if a majority vote of a quorum
consisting of directors who were not parties to the action, suit or
proceeding so orders, by independent legal counsel in a written
opinion; or
<PAGE>
(d) if a quorum consisting of directors who were not
parties to the action, suit or proceeding cannot be obtained, by
independent legal counsel in a written opinion. The articles of
incorporation, the bylaws or an agreement made by the corporation may
provide that the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid
by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director or officer to repay the
amount if it is ultimately determined by a court of competent
jurisdiction that he or she is not entitled to be indemnified by the
corporation. The provisions of this section do not affect any rights
to advancement of expenses to which corporate personnel other than
directors or officers may be entitled under any contract or otherwise
by law. The indemnification and advancement of expenses authorized in
or ordered by a court pursuant to this section: (a) does not exclude
any other rights to which a person seeking indemnification or
advancement of expenses may be entitled under the articles of
incorporation or any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, for either an action in his or
her official capacity or an action in another capacity while holding
his or her office, except that indemnification, unless ordered by a
court pursuant to this section or for the advancement of any director
or officer if a final adjudication establishes that his or her acts or
omissions involved intentional misconduct, fraud or a knowing
violation of the law and was material to the cause of action; and (b)
continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors
and administrators of such a person. No indemnification is permitted
for criminal violations (unless the director, officer or agent had
reasonable cause to believe his conduct was unlawful), transactions in
which the director or officer derived an improper personal benefit,
declarations of unlawful dividends or, in derivative actions, willful
misconduct or conscious disregard for the best interests of the
corporation.
ITEM 8: Exhibits
4.1 Form of Non-Statutory Incentive Stock Option Agreement
5.1 Opinion of Jackson L. Morris, Esq.
24.1 Consent of Jackson L. Morris, Esq. (included in Exhibit 5.1)
24.2 Consent of Winter, Scheifley & Associates, P.C.
ITEM 9: Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a) (3) of the
Securities Act; (ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
which individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement. provided, however, that paragraphs (1)(i)
and (1)(ii) above do not apply if the Registration Statement is on
From S-3 or Form S-8, and the information required to be included
<PAGE>
in a post-effective amendment by those paragraphs is incorporated
by reference from periodic reports filed by the Registrant under
the Exchange Act.(2) That, for determining liability under the
Securities Act, to treat each such post-effective amendment as a
new registration statement of the securities offered, and the
offering of such securities at that time to be the initial bona
fide offering.(3) To remove from registration by means of a post-
effective amendment any of the securities being registered that
remain unsold at the end of the offering. The undersigned
Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof. Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the
foregoing provisions, the Registrant has been advised that in the
opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant
of expenses incurred or paid by a director, officer or controlling
person in the successful defense of any action, suit or proceeding)
is asserted by such director, officers or controlling person in
connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Clearwater,
Florida, on June 16, 1997.
LEVEL BEST GOLF, INC.
By: /s/ Fred L. Solomon
Fred L. Solomon, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Capacity in Which Signed: Date:
/s/ Fred L. Solomon Chief Executive Officer and June 16, 1997
Fred L. Solomon Director (Principal Executive Officer)
/s/ Fred L. Solomon Acting Chief Financial Officer June 16, 1997
Fred L. Solomon (Principal Financial Officer)
and Principal Accounting Officer)
<PAGE>
/s/ James G. Solomon Director June 16, 1997
James G. Solomon
/s/ Patricia A. Sanders Director June 16, 1997
Patricia A. Sanders
/s/ William E. Foley Director June 16, 1997
William E. Foley
/s/ Don F. Thompson Director June 16, 1997
Don F. Thompson
EXHIBIT INDEX
Document Description of Document-
4.1 Form of Non-Statutory Incentive Stock Option Agreement
5.1 Opinion of Jackson L. Morris, Esq.
24.1 Consent of Jackson L. Morris, Esq. (included in Exhibit 5.1)
24.2 Consent of Winter, Scheilfley & Associates, P.C.
EXHIBIT 5.1
June 16, 1997
Board of Directors
Level Best Golf, Inc.
14561 58th Street North
Clearwater, Florida
Re: Registration Statement on Form S-8
Gentlemen:
I am acting as counsel for Level Best Golf, Inc., a Florida
corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended (the "Act"), of the offering
and sale of up to 523,500 shares (the "Shares") of the Company's
common stock, par value $0.001 per share (the "Common Stock") which
may be issued by the Company upon the exercise of certain stock
options granted to consultants of the Company as an inducement and
incentive for consulting services previously rendered to the Company
pursuant to Incentive Stock Option Agreements between the Company and
the respective consultants (the "Contract")and Incentive Stock Options
which may be issued to certain employees in the future.
A Registration Statement on Form S-8 covering the Shares (the
"Registration Statement") is being filed under the Act with the
Securities and Exchange Commission.
In rendering the opinions expressed herein, I have reviewed such
matters of law as I have deemed necessary and have examined copies of
such agreements, instruments, documents and records as I have deemed
relevant. In rendering the opinions expressed herein, I have assumed
the genuineness and authenticity of all documents examined by us and
of all signatures thereon, the legal capacity of all natural persons
executing such documents, the conformity to original documents of all
documents submitted to us as certified or conformed copies or
photocopies and the completeness and accuracy of the certificates of
public officials examined by us. I have made no independent factual
investigation with regard to any such matters.
Based upon the foregoing and subject to the qualifications stated
herein, it is my opinion that the Shares, issued or to be issued upon
the exercise of any stock options duly granted pursuant to the Contract,
when issued, paid for and delivered upon the exercise of such stock
options, in accordance with the terms of the Contract, will be validly
issued, fully paid and non-assessable.
The opinions expressed herein are limited to matters involving the
federal laws of the United States and to the corporate laws of the State
of Florida, and I express no opinion as to the effect on the matters
covered by this opinion of the laws of any other jurisdiction.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement and the reference to me therein under the caption
"Interests of Named Experts and Counsel." The opinions expressed herein
are rendered solely for your benefit in connection with the transaction
described herein. Except as otherwise provided herein, this opinion may
not be used or relied upon by any person, nor may this letter or any
copies thereof be furnished to a third party, filed with a governmental
agency, quoted, cited or otherwise referred to without our prior written
consent.
Very truly yours
/s/ Jackson L. Morris
Jackson L. Morris
EXHIBIT 4.1
NON-STATUTORY INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of _________, 1997 by and between Level Best
Golf, Inc., a Florida corporation (the "Company"), and ____________
("Optionee").
R E C I T A L
The Board of Directors of the Company (the "Board of Directors") has
authorized the granting to Optionee, for services previously rendered
by Optionee as a consultant to or an employee of the Company, of a
non-qualified stock option to purchase the number of shares of Common
Stock of the Company specified in Paragraph 1 hereof, at the price
specified therein, such option to be for the term and upon the terms
and conditions hereinafter stated.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and of the
undertakings of the parties hereto contained herein, it is hereby
agreed:
1. Number of Shares; Option Price. Pursuant to said action of the
Board of Directors, the Company hereby grants to Optionee, in
consideration of consulting services performed for the benefit of the
Company, the option ("Option") to purchase up to _______ shares
("Option Shares") of Common Stock of the Company, at the exercise
price of $____ per share.
2. Term. This Option shall expire four years from the date first
written above.
3. Shares Subject to Exercise. The ______ Options shall vest and be
immediately exercisable, and shall thereafter remain subject to
exercise for the term specified in Paragraph 2 hereof.
4. Method and Time of Exercise. The Option may be exercised by
written notice delivered to the Company stating the number of shares
with respect to which the Option is being exercised, together with a
check made payable to the Company in the amount of the purchase price
of such shares plus the amount of applicable federal, state and local
withholding taxes, and the written statement provided for in Paragraph
10 hereof, if required by such Paragraph 10; provided, however, with
respect to the _________ Options set forth in paragraph 1 hereof,
Optionee shall be entitled to pay the exercise price against
cancellation in full of certain indebtedness owing by the Company to
Optionee for services previously rendered by Optionee as a consultant
to the Company. Not less than 100 shares may be purchased at any one
time unless the number purchased is the total number purchasable under
such Option at the time. Only whole shares may be purchased.
5. Tax Withholding. As a condition to exercise of this Option, the
Company may require the Optionee to pay over to the Company all
applicable federal, state and local taxes which the Company is
required to withhold with respect to the exercise of this Option. At
the discretion of the Company and upon the request of the Optionee,
the minimum statutory withholding tax requirements may be satisfied by
the withholding of shares of Common Stock otherwise issuable to the
Optionee upon the exercise of this Option.
6. Exercise on Termination of Employment. This Option shall not
terminate as a result of the termination of Optionee's services as a
consultant to the Company.
7. Non-transferability. This Option may not be assigned or
transferred except, if applicable, by will or by the laws of descent
and distribution, and may be exercised only by Optionee during
Optionee's lifetime and after Optionee's death, by Optionee's
representative or by the person entitled thereto under Optionee's will
or the laws of intestate succession.
8. Optionee Not a Shareholder. Optionee shall have no rights as a
shareholder with respect to the Common Stock of the Company covered by
the Option until the date of issuance of a stock certificate or stock
certificates to him upon exercise of the Option. No adjustment will
be made for dividends or other rights for which the record date is
prior to the date such stock certificate or certificates are issued.
9. No Right to Perform Services. Nothing in this Option shall confer
upon the Optionee any right to perform services for the Company, or
shall interfere with or restrict in any way the rights of the Company
to discharge or terminate Optionee as an independent contractor or
consultant at any time for any reason whatsoever, with or without good
cause.
10. Restrictions on Sale of Shares. Optionee represents and agrees
that, upon Optionee's exercise of the Option in whole or part, unless
there is in effect at that time under the Securities Act of 1933 a
registration statement relating to the shares issued to him, he will
acquire the shares issuable upon exercise of this Option for the
purpose of investment and not with a view to their resale or further
distribution, and that upon each exercise thereof Optionee will
furnish to the Company a written statement to such effect,
satisfactory to the Company in form and substance. Optionee agrees
that any certificates issued upon exercise of this Option may bear a
legend indicating that their transferability is restricted in
accordance with applicable state or federal securities law. Any
person or persons entitled to exercise this Option under the
provisions of Paragraphs 5 and 6 hereof shall, upon each exercise of
the Option under circumstances in which Optionee would be required to
furnish such a written statement, also furnish to the Company a
written statement to the same effect, satisfactory to the Company in
form and substance.
11. Registration. On or before thirty days after the date of this
Agreement, the Company shall, at the Company's expense, use its best
efforts to file with the Securities and Exchange Commission ("SEC"), a
registration statement ("Registration Statement") on Form S-8 or other
comparable form, in such form as to comply with applicable federal and
state laws for the purpose of registering or qualifying the Option
Shares for resale by Optionee, and prepare and file with the
appropriate state securities regulatory authorities the documents
reasonably necessary to register or qualify such securities, subject
to the ability of the Company to register or qualify such securities
under applicable state laws.
12. Notices. All notices to the Company shall be addressed to the
Company at the principal office of the Company at 14561 58th Street
North, Clearwater, Florida 34620, telephone number: (813) 535-7770
Facsimile (813) 535-0077, and all notices to Optionee shall be
addressed to Optionee at the address and telecopier number of Optionee
on file with the Company, or to such other address and telecopier
number as either may designate to the other in writing. A notice
shall be deemed to be duly given if and when enclosed in a properly
addressed sealed envelope deposited, postage prepaid, with the United
States Postal Service and followed by telecopier to the addressee. In
lieu of giving notice by mail as aforesaid, written notices under this
Agreement may be given by personal delivery to Optionee or to the
Company (as the case may be).
13. Adjustments. If there is any change in the capitalization of the
Company affecting in any manner the number or kind of outstanding
shares of Common Stock of the Company, whether by stock dividend,
stock split, reclassification or recapitalization of such stock, or
because the Company has merged or consolidated with one or more other
corporations (and provided the Option does not thereby terminate
pursuant to Section 2 hereof), then the number and kind of shares then
subject to the Option and the price to be paid therefor shall be
appropriately adjusted by the Board of Directors; provided, however,
that in no event shall any such adjustment result in the Company's
being required to sell or issue any fractional shares. Any such
adjustment shall be made without change in the aggregate purchase
price applicable to the unexercised portion of the Option, but with
an appropriate adjustment to the price of each Share or other unit of
security covered by this Option.
14. Cessation of Corporate Existence. Notwithstanding any other
provision of this Option, upon the dissolution or liquidation of the
Company, the reorganization, merger or consolidation of the Company
with one or more corporations as a result of which the Company is not
the surviving corporation, or the sale of substantially all the assets
of the Company or of more than fifty percent of the then outstanding
stock of the Company to another corporation or other entity, the
Option granted hereunder shall terminate; provided, however, that:
(i) each Option for which no option has been tendered by the surviving
corporation in accordance with all of the terms of provision (ii)
immediately below shall, within five days before the effective date of
such dissolution or liquidation, merger or consolidation or sale of
assets in which the Company is not the surviving corporation or sale
of stock, become fully exercisable; or (ii) in its sole and absolute
discretion, the surviving corporation may, but shall not be so
obligated to, tender to any Optionee, an option to purchase shares of
the surviving corporation, and such new option or options shall
contain such terms and provisions as shall be required substantially
to preserve the rights and benefits of this Option.
15. Invalid Provisions. In the event that any provision of this
Agreement is found to be invalid or otherwise unenforceable under any
applicable law, such invalidity or unenforceability shall not be
construed as rendering any other provisions contained herein invalid
or unenforceable, and all such other provisions shall be given full
force and effect to the same extent as though the invalid or
unenforceable provision were not contained herein.
16. Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida.
17. Counterparts. This Agreement may be executed in counterparts, all
of which shall be considered one and the same agreement, and shall
become effective when one or more counterparts have been signed by
each of the parties hereto and delivered to the other.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and year first above written.
Level Best Golf, Inc.
By: /s/ Fred L. Solomon
Fred L. Solomon, President
Optionee
/s/ _____________________
_________________________
Social Security Number or Employer Identification Number:
____________________
Facsimile number: ____________________
EXHIBIT 24.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 of Level Best Golf, Inc.
dated June 16, 1997 of our report dated December 4, 1996, relating
to the financial statements of Level Best Golf, Inc. as
of September 30, 1996.
/s/ Winter, Scheifley & Associates, P.C.
Winter, Scheifley & Associates, P.C.
Certified Public Accountants
June 16, 1997
Englewood, Colorado
