UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
NevStar Gaming & Entertainment Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
64156G102
(CUSIP Number)
Kenneth D. Polin, Esq.
Zevnik Horton Guibord McGovern Palmer & Fognani, L.L.P.
101 West Broadway, 17th Floor
San Diego, California 92101
(619) 515-9600
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 1, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d- 1(e)(f) or (g), check the following
box [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b)for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 64156G102
1 NAMES OF REPORTING PERSONS
Richard Tam
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
N/A
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
901,874
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 901,874
PERSON WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
901,874
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.6%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
CUSIP No. 64156G102
1 NAMES OF REPORTING PERSONS
Valley Star, LLC
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
86-0887312
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
7 SOLE VOTING POWER
50,057
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 50,057
PERSON WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
901,874
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.6%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
SCHEDULE 13D
CUSIP No. 64156G102
1 NAMES OF REPORTING PERSONS
Interworld Group, LLC
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
86-0870600
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
7 SOLE VOTING POWER
220,338
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 220,338
PERSON WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
901,874
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.6%
14 TYPE OF REPORTING PERSON
OO
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, $.01 par value per share (the
"Common Stock") of NevStar Gaming & Entertainment Corporation whose principal
executive offices are located at 313 Pilot Road, Suite B, Las Vegas, Nevada
89119.
ITEM 2. IDENTITY AND BACKGROUND.
(a), (b) and (c) The Reporting Persons are:
(i) Dr. Richard Tam ("Dr. Tam"), 2140 West Charleston Boulevard, Las Vegas,
Nevada 89102. Present principal occupation: Private investor and real estate
investor and developer. Dr. Tam is a director of the Issuer.
(ii) Valley Star, LLC ("Valley Star"), a Nevada limited liability company,
with its principal office at 2140 West Charleston Boulevard, Las Vegas, Nevada
89102. The controlling Managing Member with full and complete authority over
Valley Star is Dr. Tam. The other Managing Member of Valley Star is James
Shadlaus, 2140 West Charleston Boulevard, Las Vegas, Nevada 89102. Mr.
Shadlaus' principal occupation is private investor and real estate investor
and developer. Dr. Tam and Mr. Shadlaus (as sole beneficiary of the Scripps
Resources Retirement Trust) own 39.2% and 11.0% interests in Valley Star,
respectively.
(iii) Interworld Group, LLC ("Interworld"), a Nevada limited liability
company, with its principal office at 2140 West Charleston Boulevard, Las
Vegas, Nevada 89102. The controlling Managing Member with full and complete
authority over Interworld is Dr. Tam. The other Managing Member of Interworld
is James Shadlaus. Dr. Tam and Mr. Shadlaus (as sole beneficiary of the
Scripps Resources Retirement Trust) own 49.2% and 9.1% interests in
Interworld, respectively.
By virtue of the fact that Dr. Richard R. Kelley ("Dr. Kelley") is a
participant in the Kelley Debt (as described below), and pursuant to such
indebtedness, Drs. Kelley and Tam received warrants to purchase Common Stock
and received Common Stock in the payment of interest, Dr. Kelley might be
considered a member of a group pursuant to Rule 13d-5 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") with Dr. Tam. Pursuant
to Rule 13d-4 under the Exchange Act, Dr. Tam expressly declares that the
filing of this statement and the information herein shall not be construed as
an admission by Dr. Tam that for purposes of Section 13(d) or 13(g) of the
Exchange Act, Dr. Tam is a member of a group with Dr. Kelley or is the
beneficial owner of any securities which may be owned by Dr. Kelley. Dr. Tam
has included information in this report concerning the holdings of Dr.
Kelley, which are known to him. The address of Dr. Kelley is c/o Outrigger
Enterprises, 4800 South Lafayette Street, Englewood, Colorado 80110-7011 and
reference is made to Amendment No. 1 to Schedule 13D filed by Dr. Kelley with
respect to the holdings of securities of the Issuer for further information.
(d) During the last five years, none of the persons referred to in (i)
through (iii) above have been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the last five years, none of the persons referred to in (i)through
(iii) above were a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction resulting in him being subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities laws or finding
any violation with respect to such laws.
(f) Dr. Tam and Mr. Shadlaus are citizens of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
In May 1997, Dr. Tam purchased a total of 220,338 shares of Common Stock from
PMJ Enterprises, Inc. ("PMJ") for $370,168 (the "Tam First Shares") and at the
same time, Dr. Kelley purchased 60,060 shares of Common Stock from PMJ for
$100,901. The source of Dr. Tam's funds was a loan from Dain Bosworth.
In July 1997, Dr. Tam transferred all of the Tam First Shares to Interworld in
exchange for a 49.2% interest in Interworld.
In connection with the Kelley Debt (discussed below), in August 1997 the
Issuer issued a warrant exercisable until August 13, 2002 to purchase 200,000
shares of Common Stock to Dr. Tam at a per share exercise price of $2.75 and
issued an identical warrant to Dr. Kelley.
In connection with various services provided by Dr. Tam to the Issuer, the
Issuer issued a warrant exercisable until September 23, 2002 to purchase
79,839 shares of Common Stock to Dr. Tam at a per share exercise price of
$0.25. In connection with assistance provided by Dr. Tam to the Issuer in
arranging the grant to the Issuer by Desert Mesa Land Partners Ltd. ("Desert
Mesa")of an option to purchase from Desert Mesa an indirect 20% ownership
interest in an approximately 25 acre parcel of unimproved real property
located in the City of North Las Vegas, Nevada, the Issuer issued a warrant
exercisable until September 23, 2002 to purchase 20,000 shares of Common Stock
to Dr. Tam at a per share exercise price of $2.00. Dr. Tam is an officer and
35% stockholder in Desert's Mesa's general partner.
On or about September 24, 1997, Dr. Tam purchased an additional 146,751 shares
of Issuer's Common Stock from unrelated third parties for an aggregate
purchase price of $274,367.50 (the "Tam Second Shares"). The source of Dr.
Tam's funds was a loan from Wells Fargo Bank. Concurrently, Dr. Tam
transferred 50,057 of the Tam Second Shares to Valley Star in exchange for a
39.2% interest in Valley Star.
On December 11, 1997, the Issuer granted Dr. Tam an option exercisable until
December 11,2007 to purchase 12,500 shares of Common Stock at a per share
exercise price of $2.03. This option is exercisable after December 11, 1998
provided that (i) Dr. Tam has continued to serve as a director of the Issuer
or at least agreed to serve and (ii) the Issuer's shareholders have approved
an increase in the number of shares of Common Stock issuable under the
Issuer's 1997 Stock Incentive Plan by at least the amount of shares subject to
this option.
On March 31, 1998, the Issuer issued to Dr. Tam a five year warrant to
purchase 37,500 shares of Common Stock for $2.00 per share in consideration of
issuing a commitment to loan additional funds to the Issuer, as described
below. Dr. Kelley was also issued an identical warrant.
As of March 31, 1998, Issuer issued 70,648 shares of Common Stock to each of
Dr. Tam and Dr. Kelley as payment of interest due on the Kelley Debt (as
described below).
On June 4, 1998, the Issuer issued to Dr. Tam a five year warrant to purchase
62,500 shares of Common Stock for $2.50 per share in consideration of issuing
a commitment to loan additional funds to the Issuer as described below. Dr.
Kelley was also issued an identical warrant.
As of October 1, 1998, the Issuer issued 18,174 shares of Common Stock to each
of Dr. Kelley and Dr. Tam as payment of interest due on the Kelley Debt (as
described below).
On October 1, 1998, the Issuer issued to Dr. Tam a five year warrant to
purchase 16,125 shares of Common Stock at $2.50 per share and a five year
warrant to purchase 30,000 shares of Common Stock at $2.00 per share as
consideration for an additional loan commitment and an initial advance
thereunder as described below. Dr. Kelley was issued identical warrants.
THE KELLEY DEBT
The Issuer and Dr. Kelley entered into a Convertible Loan Agreement, dated as
of August 14, 1995 (the "Loan Agreement") pursuant to which Dr. Kelley agreed
to loan (the "First Kelley Loan") to the Issuer up to a maximum of $1,460,000
plus $43,800 as a commitment fee thereunder (for a total of $1,503,800) to
finance certain working capital requirements of the Issuer.
On or about September 15, 1995, Dr. Kelley and Dr. Tam, each as to an
undivided 50% tenant in common interest purchased notes issued by the Issuer
from unrelated third parties (the "Notes") for the amount of principal and
interest due thereon in the amount of $2,412,631.
Pursuant to an Amended and Restated Convertible Loan Agreement, dated April
18, 1996 between the Issuer and Dr. Kelley (the "New Kelley Loan Agreement"),
the Issuer, Dr. Kelley and, pursuant to the Participation and Intercreditor
Agreement (as discussed below), Dr. Tam agreed (i) to increase the credit
available under the First Kelley Loan Agreement, and (ii) to consolidate the
obligations under the Notes and the First Kelley Loan into one loan (the "New
Kelley Loan") evidenced by a convertible promissory note (the "New Kelley
Note"). Under the New Kelley Loan Agreement, the terms of which superseded in
its entirety the First Kelley Loan Agreement, the New Kelley Note was in the
principal amount of $5,750,800.
Pursuant to the Participation and Intercreditor Agreement dated April 18,
1996, between Dr. Kelley and Dr. Tam ("Participation and Intercreditor
Agreement"), Dr. Tam agreed to become a participant under the New Kelley Loan
Agreement. Under the Participation and Intercreditor Agreement, Dr. Kelley and
Dr. Tam agreed to each loan 50% of all loan proceeds, on the terms set forth
in the New Kelley Loan Agreement and receive 50% of the repayments and
benefits thereof, including any warrants issued in connection therewith or
shares received upon conversion of the New Kelley Note. Subsequent to April
1996, Dr. Kelley and Dr. Tam advanced in equal amounts an additional $500,000
to the Issuer as additional loans secured by deeds of trust. In August 1997,
the New Kelley Loan and the subsequent advances (collectively, the "Kelley
Debt") were restructured. The Kelley Debt was extended and is now payable
over an approximate two-year period ending August 15, 1999 and the
convertibility of the New Kelley Note was eliminated. The New Kelley Loan is
secured by a first deed of trust and the Issuer's assets and the later
advances by several subordinate deeds of trust on the Issuer's property in
Mesquite, Nevada. All of the Kelley deeds of trust have been subordinated to
the construction deed of trust in favor of First Credit Bank. The extended
Kelley Debt bears interest at the greater of the prime rate of interest plus
three percent or 11%, and is payable on a monthly basis, interest only, until
August 15, 1999, at which time all principal and accrued interest is due and
payable. The Issuer had the option (which it has exercised) to make interest
payments on the Kelley Debt (in equal amounts to Drs. Kelley and Tam) in the
form of shares of Common Stock (to be valued at the average closing price of
the Common Stock on the NASDAQ SmallCap Market for the five (5) business days
preceding the interest payment date) or cash subject to the following
restrictions: (a) only up to a cumulative $525,000 in interest could be paid
through the issuance of shares of Common Stock; and (b) the Issuer was
required to pay interest in cash and not in Common Stock to the extent the
Issuer determines that it has sufficient positive cash flow from operations in
excess of its working capital needs. Interest from September 24, 1997 through
March 15, 1998 in the amount of $405,750.46 was paid in the form of 70,648
shares of Common Stock issued to each of Drs. Tam and Kelley on March 31,
1998. Interest from March 16, 1998 to May 15, 1998, in the amount of
$119,249.54 was paid in the form of 18,174 shares of Common Stock issued to
each of Drs. Kelley and Tam as of October 1, 1998.
The Kelley Debt which is owed equally to Drs. Kelley and Tam can be summarized
as follows: (i) $5,750,800 in principal amount secured by a deed of trust on
the Issuer's real property and its other assets; (ii) $300,000 in principal
amount secured by a deed of trust on the Issuer's real property; (iii)
$250,000 in principal amount secured by a deed of trust on the Issuer's real
property; and (iv) $25,000 in principal amount secured by a deed of trust on
the Issuer's real property. All accrued and unpaid interest on the Kelley
Debt as of the closing of Issuer's September 1997 initial public offering in
the amount of $959,812 was added to principal and bears interest at the stated
rate. As of September 30, 1998, the approximate amount owed under the Kelley
Debt was $7,300,000.
On March 31, 1998, Drs. Kelley and Tam executed a financing commitment to lend
to the Issuer up to $1,000,000 on the terms set forth therein. The
obligations of Drs. Kelley and Tam under the commitment were conditioned upon
the execution of legal documentation satisfactory to the parties and their
counsel. The loan is to bear interest at the greater of Bank of Hawaii prime
rate of interest plus 3% per annum or 12% per annum with a $10,000 commitment
fee. The loan is to be secured by a deed of trust encumbering the Issuer's
property in Mesquite, Nevada and governed by the terms of the New Kelley Loan
Agreement. Advances can be obtained for current working capital purposes upon
20 days advance notice no sooner than June 1, 1998 and no later than March 26,
1999. A condition to any advance is that the Issuer shall possess all gaming
licenses required to fully operate the Mesquite Star Hotel and Casino. The
loan would be due and payable one year from the initial draw date. There were
no amounts outstanding under this commitment at September 30, 1998. As
consideration for the loan commitment, Drs. Kelley and Tam were issued
warrants in the amount of 37,500 shares each to purchase shares of Common
Stock at an exercise price of $2.00 per share. In addition, for each $100,000
principal amount advanced under the loan, Drs. Kelley and Tam are to receive
an additional 7,500 warrants each to purchase shares of Common Stock at a
purchase price of $2.00 per share. All warrants are immediately exercisable
for a term of five years and include a cashless exercise feature. The
warrants are subject to certain registration rights.
On June 2, 1998, Drs. Kelley and Tam executed a second financing commitment
to lend the Issuer up to $1,000,000. As consideration, the Issuer granted
warrants to purchase 62,500 shares of Common Stock at an exercise price of
$2.50 per share to each of Drs. Kelley and Tam. The loan is to bear interest
at the greater of either the Bank of Hawaii prime rate of interest plus 3% per
annum, or 12% per annum. The loan is to be secured by a deed of trust
encumbering the Mesquite Hotel and Casino. The agreement calls for a
reduction of the commitment by the net sum received by the Issuer from the
sale of shares of Common Stock pursuant to its June 1998 private placement.
There was no amount outstanding under this commitment at September 30, 1998.
On September 30, 1998 a letter of commitment ('New Loan") was entered into
with Drs. Kelley and Tam replacing the March 31, 1998 and June 12, 1998
commitments. The New Loan is for $1,000,000 with interest at 12% and defers
payment of accrued interest of $215,000 on the Kelley Debt until the New Loan
is due in April, 1999. The deferred interest will accrue interest at 12% per
annum. As consideration for the commitment and the initial advance on October
1, 1998, the Issuer granted 16, 125 warrants to purchase Common Stock at a
purchase price of $2.50 per share and 30,000 warrants to purchase Common Stock
at a purchase price of $2.00 per share to each of Drs. Kelley and Tam. For
each additional $100,000 advance, the lenders will be entitled to receive
15,000 warrants to purchase Common Stock at $2.00 per share. An initial
advance of $400,000 was made on October 1, 1998 and was net of a commitment
fee of $10,000 and legal fees of $7,500.
ITEM 4. PURPOSE OF TRANSACTION.
Dr. Tam purchased all the shares of Common Stock solely for investment
purposes. Dr. Tam currently has no present plans or proposals with respect to
the matters set forth in subsections (a) through (j) of Item 4, provided that,
Dr. Tam may from time to time seek to acquire or dispose of shares of Common
Stock in market transactions or transactions negotiated with other persons, at
prices and/or other terms acceptable to him. In addition, Drs. Tam and Kelley
may be issued additional warrants for advances under the New Loan as discussed
in Item 3 above.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
(a) and (b) Based on the number of shares of Common Stock outstanding on
September 30, 1998 as set forth in Issuer's Report on Form 10-KSB for the
Transition Period ended June 30, 1998 which is 3,899,672 the following are the
interests of the Reporting Persons in securities of the Issuer:
(1) Dr. Tam beneficially owns 901,874 shares of Common Stock, equal to 20.6%
(the "Tam Beneficially-Owned Shares"), including 185,515 shares of Common
Stock owned directly, 50,057 shares of Common Stock owned of record by Valley
Star, 220,338 shares of Common Stock owned of record by Interworld and
warrants to purchase 200,000, 79,838, 37,500, 20,000, 62,500, 16,125 and
30,000 shares of Common Stock at per share exercise prices of $2.75, $0.25,
$2.00, $2.00, $2.50, $2.50, and $2.00, respectively. This does not include an
option to purchase 12,500 shares of Common Stock at an exercise price of $2.03
which may become exercisable on December 11, 1998. Dr. Tam has the sole power
to vote or direct the vote and to dispose or to direct the disposition, of all
these shares.
(2) Valley Star beneficially owns the Tam Beneficially-Owned Shares. Valley
Star has the sole power to vote or direct the vote and to dispose or to direct
the disposition, of 50,057 of these shares.
(3) Interworld beneficially owns the Tam Beneficially-Owned Shares.
Interworld has the sole power to vote or direct the vote and to dispose or to
direct the disposition, of 220,338 of these shares.
Dr. Tam has been advised that Dr. Kelley beneficially owns 552,007 shares of
Common Stock, equal to 12.8%, including 169,882 shares of Common Stock owned
directly, warrants to purchase 200,000, 36,000, 37,500, 20,000, 62,500, 16,125
and 30,000 shares of Common Stock at per share exercise prices of $2.75,
$5.50, $2.00, $2.50, $2.50 and $2.00, respectively. Although the interests
of Dr. Kelley are noted for completeness, pursuant to Rule 13d-4, Dr. Tam
expressly declares that the filing of this statement shall not be construed as
an admission that Dr. Tam is, for the purposes of Section 13(d) or 13(g) of
the Act, a member of a group with Dr. Kelley or his affiliates or the
beneficial owner of any securities held by them.
(c) See Item 3 for a description of transactions in the Common Stock effected
during the past 60 days by the Reporting Persons.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
None.<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Convertible Loan Agreement, dated as of August 14, 1995, between the
Issuer and Richard R. Kelley (filed as Exhibit 10.51 to Amendment No. 2 to
Registration Statement No. 333-518-LA and incorporated herein by reference).
(b) Amended and Restated Convertible Loan Agreement, dated April 18, 1996,
between the Issuer and Dr. Kelley and all amendments thereto (filed as Exhibit
10.78 to Amendment No. 2 to Registration Statement No. 333-518-LA and
incorporated herein by reference).
(c) Participation and Intercreditor Agreement dated April 18, 1996 between
Drs. Kelley and Tam (filed as Exhibit 10.53 to Amendment No. 2 to Registration
Statement No. 333-518-LA and incorporated herein by reference).
(d) Financing commitment issued by Drs. Kelley and Tam to the Issuer on March
31, 1998 (filed as Exhibit (d) to Schedule 13D filed by Richard Tam,
Valley Star, LLC and Interworld Group, LLC on April 10, 1998 and incorporated
herein by reference).
(e) Loan Agreement dated September 30, 1998 between the Issuer and Drs. Kelley
and Tam (filed as Exhibit 10.32 to the Issuer's Report on Form 10-KSB for the
transition period ended June 30, 1998, filed October 14, 1998 and incorporated
herein by reference.)
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
November 3 1998 /s/ Richard Tam
Richard Tam
Valley Star, LLC, a Nevada limited
liability company
November 3, 1998 By: /s/ Richard Tam
Richard Tam, Managing Member
Interworld Group, LLC, a Nevada
limited liability company
November 3, 1998 By: /s/ Richard Tam
Richard Tam, Managing Member
