UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 2)*
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)
March 26, 1999
(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).
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
939,375
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 939,375
PERSON WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
939,375
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.2%
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
939,375
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.2%
14 TYPE OF REPORTING PERSON
OO
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
939,373
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.2%
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 was a director of the Issuer from October 1997
to February 1999.
(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(b) 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. 2 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.
<PAGE>
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. On March 26, 1999, the Company and Dr. Kelley
entered into an Amendment to Warrant pursuant to which the Warrant issued to Dr.
Kelley cannot be exercised unless and until Dr. Kelley has provided written
notice to the Company that he is terminating the Amendment to Warrant and sixty-
five calendar days have elapsed from the date upon which Dr. Kelley sends such
written notice to the Company. Because Dr. Kelley does not have a right to
exercise the warrant and acquire the underlying shares within 60 days as a
result of the Amendment to Warrant described above, he is not deemed to be the
beneficial owner of the 200,000 shares underlying such warrant pursuant to Rule
13d-3(d)(1) and, accordingly, such shares are not reported as being beneficially
owned by Dr. Kelley in Amendment No. 2 to Schedule 13D filed by 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. The option agreement relating to the grant was
amended, effective December 10, 1998, to provide that the option will be
exercisable after December 11, 1999 provided that 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
the 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.
<PAGE>
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.
On March 1, 1999, the Issuer issued to Dr. Tam five year warrants to purchase an
aggregate of 37,500 shares of Common Stock at $2.00 per share as consideration
for additional advances under the October 1, 1998 loan commitment 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 March 31, 1999,
the approximate amount owed under the Kelley Debt was $7,900,600.
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 loan was 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 was 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 could have
been 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 was 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. 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 was 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 was 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 which was approximately
$600,000.
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,
which were never drawn upon. The New Loan is for up to $1,000,000 with interest
at 12% and deferred payment of accrued interest of $215,000 on the Kelley Debt
until the New Loan is due in August, 1999. The deferred interest accrues
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. In consideration for
advances of $300,000 and $200,000 made on December 3, 1998 and January 15, 1999,
respectively, on March 1, 1999, the Issuer granted warrants to purchase 22,500
and 15,000 shares of Common Stock, respectively, at a purchase price of $2.00
per share, to each of Drs. Kelley and Tam. As of March 31, 1999, principal
outstanding under the New Loan was $900,000 and accrued interest was
approximately $35,000.
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
February 18, 1999 as set forth in Issuer's Report on Form 10-QSB for the
Quarterly Period ended December 31, 1998 which is 3,937,687 the following are
the interests of the Reporting Persons in securities of the Issuer:
(1) Dr. Tam beneficially owns 939,375 shares of Common Stock, equal to 21.2%
(the "Tam Beneficially-Owned Shares"), including 185,516 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, 79,839, 37,500, 20,000, 62,500, 16,125 and 67,500 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. Shares beneficially owned do 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, 1999 as described above. Dr. Tam
has the sole power to vote or direct the vote and to dispose or to direct the
disposition, of all the shares beneficially owned by him.
(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 389,527 shares of
Common Stock, equal to 9.4%, including 169,882 shares of Common Stock owned
directly, warrants to purchase 36,000, 37,500, 62,500, 16,125 and
67,500 shares of Common Stock at per share exercise prices of $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.
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
<PAGE>
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.
May 24, 1999
/S/ Richard Tam
Richard Tam
Valley Star, LLC, a Nevada limited
liability company
May 24, 1999 By: /S/ Richard Tam
Richard Tam, Managing Member
Interworld Group, LLC, a Nevada
limited liability company
May 24, 1999 By: /S/ Richard Tam
Richard Tam, Managing Member
