<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM 10-QSB
QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997
CVF CORPORATION
(Exact name of small business issuer as specified in its charter)
NEVADA 0-29266 87-0429335
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation or organization) Number) Identification No.)
300 INTERNATIONAL DRIVE, SUITE 100
WILLIAMSVILLE, NEW YORK 14221
(716) 626-3044
(Address, including zip code, and telephone number,
including area code, of issuer's principal executive offices)
CVF CORP.
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) 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 [ ]
As of November 11, 1997, there were 5,729,449 shares of common stock,
$0.001 par value per share, of the issuer outstanding.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
Page 1 of 11 Pages
<PAGE> 2
PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
Item 1. Financial Statements.
Consolidated Balance Sheet, September 30, 1997 3
Consolidated Statement of Operations for the three months
ended September 30, 1997 and 1996 and the nine months
ended September 30, 1997 and 1996 4
Consolidated Statement of Cash Flows for the
nine months ended September 30, 1997 and 1996 5
Notes to Consolidated Financial Statements 6
</TABLE>
Page 2 of 11 Pages
<PAGE> 3
CVF CORPORATION AND SUBSIDIARIES
--------------------------------
(FORMERLY WESTERN GROWTH CORPORATION)
-------------------------------------
CONSOLIDATED BALANCE SHEET
--------------------------
(UNAUDITED)
-----------
September 30, 1997
------------------
<TABLE>
<CAPTION>
ASSETS
------
<S> <C>
CURRENT ASSETS:
Cash and cash equivalents........................................ $11,962,904
Accounts receivable.............................................. 580,043
Inventory........................................................ 510,461
Prepaid expenses and other....................................... 86,825
-----------
TOTAL CURRENT ASSETS........................................... 13,140,233
PROPERTY AND EQUIPMENT, net of accumulated depreciation............ 199,679
HOLDINGS........................................................... 2,485,561
SECURITIES AVAILABLE FOR SALE, at market........................... 2,011,449
GOODWILL, net of accumulated amortization.......................... 3,357,239
-----------
$21,194,161
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Accounts payable and accrued expenses............................ $ 1,396,297
Bank debt........................................................ 655,192
Due to related parties........................................... 100,212
Accrued income taxes............................................. 3,125,650
-----------
TOTAL CURRENT LIABILITIES...................................... 5,277,351
-----------
LONG TERM DEBT..................................................... 829,642
DEFERRED INCOME TAXES.............................................. 724,124
MINORITY INTEREST.................................................. 992,800
REDEEMABLE PREFERRED STOCK......................................... 456,250
STOCKHOLDERS' EQUITY:
Common stock, $0.001 par value, authorized 50,000,000 shares:
issued 5,992,349 shares, outstanding 5,895,449 shares and
232,900 shares in treasury..................................... 5,992
Additional paid in capital....................................... 13,657,952
Treasury stock................................................... (1,636,759)
Translation adjustment........................................... (277,066)
Unrealized gain on available for sale securities................. 1,213,438
Retained earnings................................................ (49,563)
-----------
TOTAL STOCKHOLDERS' EQUITY..................................... 12,913,994
-----------
$21,194,161
===========
</TABLE>
See notes to consolidated financial statements.
Page 3 of 11 Pages
<PAGE> 4
CVF CORPORATION AND SUBSIDIARIES
--------------------------------
(FORMERLY WESTERN GROWTH CORPORATION)
-------------------------------------
CONSOLIDATED STATEMENT OF OPERATIONS
------------------------------------
(UNAUDITED)
- ---------
<TABLE>
<CAPTION>
Three months ended September 30, Nine months ended September 30,
1997 1996 1997 1996
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
SALES $ 240,609 $ 177,835 $ 795,850 $ 1,182,341
COST OF SALES 115,616 145,407 253,566 810,177
------------ ------------ ------------ ------------
GROSS PROFIT 124,993 32,428 542,284 372,164
------------ ------------ ------------ ------------
EXPENSES:
Selling, general and administrative 1,417,695 281,744 2,973,365 1,762,400
Research and development 3,107 174,377 15,026 204,469
------------ ------------ ------------ ------------
TOTAL EXPENSES 1,420,802 456,121 2,988,391 1,966,869
------------ ------------ ------------ ------------
INCOME (LOSS) FROM OPERATIONS (1,295,809) (423,693) (2,446,107) (1,594,705)
------------ ------------ ------------ ------------
OTHER INCOME (EXPENSES):
Interest income (expense), net 260,400 (40,661) 432,163 (68,078)
Other income (expense), net 15,473 (116,684) 150,311 40,578
Income (loss) from equity affiliates (402,995) (361,548) (363,111) (712,149)
Gain (loss) on sale of investments - 3,197,339 18,332,223 3,197,339
Minority interest - - - -
------------ ------------ ------------ ------------
TOTAL OTHER INCOME (EXPENSES) (127,122) 2,678,446 18,551,586 2,457,690
------------ ------------ ------------ ------------
INCOME (LOSS) BEFORE PROVISION (BENEFIT)
FOR INCOME TAXES (1,422,931) 2,254,753 16,105,479 862,985
Provision (benefit) for income taxes (452,806) 948,832 7,142,236 950,000
------------ ------------ ------------ ------------
NET INCOME (LOSS) $ (1,875,737) $ 1,305,921 $ 8,963,243 $ (87,015)
============ ============ ============ ============
NET INCOME (LOSS) PER SHARE $ (0.31) $ 0.22 $ 1.50 $ (0.01)
============ ============ ============ ============
WEIGHTED SHARES USED IN COMPUTATION 5,960,349 5,992,349 5,981,682 5,992,349
============ ============ ============ ============
</TABLE>
See notes to consolidated financial statements.
Page 4 of 11 Pages
<PAGE> 5
CVF CORPORATION AND SUBSIDIARIES
--------------------------------
(FORMERLY WESTERN GROWTH CORPORATION)
-------------------------------------
CONSOLIDATED STATEMENT OF CASH FLOWS
------------------------------------
(UNAUDITED)
-----------
<TABLE>
<CAPTION>
Nine Months Ended September 30,
--------------------------------
1997 1996
------------ ------------
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net income (loss) $ 8,963,243 $ (87,015)
------------ ------------
Adjustment to reconcile net income (loss) to net
cash from operating activities:
Depreciation and amortization 154,937 155,821
(Income) loss from equity affiliates 363,111 712,149
Gain on sale of investments (18,332,223) (3,197,339)
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable 433,777 34,386
(Increase) decrease in inventory (86,156) 97,737
(Increase) decrease in prepaid expenses and other 10,213 (12,827)
(Increase) decrease in other assets - (41,086)
Increase (decrease) in accounts payable and accrued expenses 231,428 189,913
Increase (decrease) in income taxes payable 2,232,861 950,000
Increase (decrease) in other current liabilities - 150,372
------------ ------------
(14,992,052) (960,874)
------------ ------------
CASH PROVIDED (USED) IN OPERATING ACTIVITIES: (6,028,809) (1,047,889)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment - (69,338)
Acquisition of subisidiary (1,361,450) -
Investments in and advances to equity affiliates (823,915) (462,316)
Repayment of advances by equity affiliates 321,000 -
Proceeds from sale of investments 19,097,838 3,710,745
------------ ------------
CASH PROVIDED (USED) IN INVESTING ACTIVITIES 17,233,473 3,179,091
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings (payments) of debt 339,178 212,103
Borrowings (payments) of debt to related parties 105,534 9,031
Purchase of treasury stock (1,581,748) -
------------ ------------
CASH PROVIDED (USED) IN FINANCING ACTIVITIES (1,137,036) 221,134
------------ ------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
CASH EQUIVALENTS - -
------------ ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 10,067,628 2,352,336
CASH AND CASH EQUIVALENTS -beginning of period 1,895,276 445,515
------------ ------------
CASH AND CASH EQUIVALENTS - end of period $ 11,962,904 $ 2,797,851
============ ============
</TABLE>
See notes to consolidated financial statements
Page 5 of 11 Pages
<PAGE> 6
CVF CORPORATION AND SUBSIDIARIES
--------------------------------
(FORMERLY WESTERN GROWTH CORPORATION)
-------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
NINE MONTHS ENDED SEPTEMBER 30, 1997
------------------------------------
(UNAUDITED)
-----------
1. BASIS OF PRESENTATION
---------------------
The accompanying financial statements are unaudited, but
reflect all adjustments which, in the opinion of management, are
necessary for a fair presentation of financial position and the results
of operations for the interim periods presented. All such adjustments
are of normal and recurring nature. The results of operations for any
interim period are not necessarily indicative of the results attainable
for a full fiscal year.
2. INCOME (LOSS) PER SHARE
-----------------------
Per share information is computed based on the weighted
average number of shares outstanding during the period with net income
(loss) reduced by cumulative preferred stock dividends.
3. INVESTMENTS
-----------
The following table gives certain summarized financial
information related to the Company's equity basis holdings:
<TABLE>
<CAPTION>
Nine months ended
September 30, 1997
--------------------
--------------------
<S> <C>
Net sales $ 1,332,750
Gross profit on sales 371,333
Income (loss) from continuing
operations (2,508,488)
Net income (loss) $ (2,508,488)
</TABLE>
Page 6 of 11 Pages
<PAGE> 7
4. INTERIM FINANCIAL STATEMENT DISCLOSURES
---------------------------------------
Certain information and footnote disclosures normally included
in financial statements presented in accordance with generally accepted
accounting principles have been condensed or omitted from the
accompanying unaudited interim financial statements. Reference is to
the Company's audited financial statements for the year ended December
31, 1996 included in the Company's Registration Statement on Form
10-SB/A filed with the Securities and Exchange Commission on May 30,
1997.
On August 28, 1997 the Company acquired approximately 70% of
Dantec Electronics, Limited for $1,400,000 payable for $1,100,000 in
cash plus a note payable over two years.
Page 7 of 11 Pages
<PAGE> 8
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
RESULTS OF OPERATIONS
Nine months ended September 30, 1997 compared to September 30,
1996.
In the first nine months of 1997 the Company recorded a net
profit of $8,963,243 compared to a loss of $87,015 in the comparable period of
1996.
The nine month results were principally impacted by the sale
of all but 65,605 shares of its position in Certicom, one of its investments.
This sale created a pre-tax gain of $18,332,223. There were no similar sales of
securities in 1996. Additionally, the 1997 nine month results were affected by
an operating loss of $2,446,107 after a decline in revenues of $386,491 as
compared to the previous year and an increase of $1,210,965 in selling, general
and administrative expenses. The decline in revenues is principally attributable
to Biorem Technologies Inc., one of the Company's investments. Biorem's revenue
tends to come through large contracts (over $250,000) which can take as long as
two to three years until the contracts are committed to by their clients.
Therefore, Biorem's revenues can fluctuate from period to period.
The increase in selling, general and administrative expenses
is principally attributable to an increase in salaries and bonuses, much of
which was paid as a one time withholding tax to cover an exercise of management
stock options. The cost to the Company of paying this withholding tax is offset
by a tax deduction attributable to the exercise of the options which is not
recorded as an expense for financial reporting purposes.
CVF Corporation, on a non-consolidated basis, has no sales
from operations. Sales and gross profits from sales reflect the operations of
the Company's consolidated subsidiaries only. These subsidiaries include
Biorem, Gemprint, Solaria, Dantec Electronics Limited and Canadian Venture
Founders Leasing Corp. Entities that are not consolidated include Ecoval,
Dantec Systems, Petrozyme and Turbotak.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1997, the Company recorded stockholders'
equity of $12,913,994 as compared to $17,431,780 at December 31, 1996. This
decrease of $4,517,786 was primarily attributable to the Company utilizing
$1,581,748 for the repurchase of the Company's own stock that was then put into
treasury and from the loss from operations. The current ratio of the Company at
September 30, 1997 was 2.5 to 1 as compared to .88 to 1 at December 31, 1996.
The principal reason for this improvement was the cash proceeds from the sale of
the Certicom shares.
The Company experienced a net increase in cash and cash
equivalents of $10,067,628 for the nine month period ended September 30, 1997
compared to an increase in cash of $2,352,336 in the same period of 1996. Cash
provided by investing activities was $17.2 million consisting of $19.1 million
of proceeds from the sale of Certicom stock offset by cash used for the
acquisition of Dantec Electronics Limited and for advances to affiliates. Cash
used for operating activities was approximately $6 million, primarily due to
operating losses of $2.4 million and income tax payments of $4.2 million.
Page 8 of 11 Pages
<PAGE> 9
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
-----------------
None.
Item 2. Changes in Securities.
----------------------
None.
Item 3. Defaults Upon Senior Securities.
--------------------------------
None.
Item 4. Submission of Matters to a Vote of Security Holders.
----------------------------------------------------
On August 21, 1997, the Company held its Annual Meeting of
Stockholders. At the Annual Meeting, the following three directors were elected
to serve until the next Annual Meeting:
<TABLE>
<CAPTION>
Name Vote For Vote Withheld
---- -------- -------------
<S> <C> <C>
Jeffrey Dreben 4,299,806 -0-
Robert Nally 4,299,806 -0-
George Khouri 4,299,806 -0-
</TABLE>
In addition, a proposal to amend the Company's Articles of
Incorporation to change the Company's name from CVF Corp. to CVF Corporation was
approved.
<TABLE>
<S> <C>
For 4,299,806
---
Against -0-
-------
Abstain -0-
-------
</TABLE>
Item 5. Other Information.
------------------
None.
Page 9 of 11 Pages
<PAGE> 10
Item 6. Exhibits and Reports on Form 8-K.
---------------------------------
(a) Exhibits.
3(i) Articles of Incorporation, as amended (filed herewith).
(ii) Bylaws (incorporated by reference to Exhibit 2.2 to
Form 10-SB filed February 12, 1997).
(27) Financial Data Schedule (filed herewith).
(b) Reports on Form 8-K
(1) Filed October 31, 1997
Reporting a change in the Company's principal
accountant.
Page 10 of 11 Pages
<PAGE> 11
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
DATED: November 14, 1997
CVF CORP.
By: /s/Jeffrey Dreben
---------------------------------------
Name: Jeffrey Dreben
Title: Chairman of the Board, President
and Chief Executive Officer
By: /s/Robert Nally
---------------------------------------
Name: Robert Nally
Title: Secretary and Treasurer
Page 11 of 11 Pages
<PAGE> 1
Exhibit 3(i)
------------
ARTICLES OF INCORPORATION, AS AMENDED
OF
CVF CORPORATION
ARTICLE I
NAME
The name of the corporation (the "Corporation") shall be:
CVF Corporation
ARTICLE II
DURATION
The Corporation shall continue in existence perpetually unless sooner
dissolved according to law.
ARTICLE III
PURPOSES
The purposes for which the Corporation is organized are:
To seek, investigate, acquire interests in, and dispose of business
opportunities, ventures, and assets; to own and operate any lawful enterprise
whatsoever; to acquire, hold, and dispose of real or personal properties of any
kind or nature whether tangible or intangible; and generally to do or perform
any act necessary or desirable in connection with the foregoing;
To acquire by purchase or otherwise, own, hold, lease, rent, mortgage,
or otherwise trade with and deal in real estate, lands, and interests in lands
and all other property of every kind and nature;
To borrow money and to execute notes and obligations and security
contracts therefore, and to lend any of the monies or funds of the Corporation
and to take evidence of indebtedness therefore; to carry on a general mercantile
business and to purchase, sell, and deal in such goods and supplies, and
merchandise as are necessary or desirable in connection therewith;
To do all and everything necessary, suitable, convenient, or proper for
the accomplishment of any of the purposes or the attainment of any one or more
of the objects herein enumerated or incidental to the powers herein named or
which shall at any time appear conducive or expedient for the protection or
benefit of
<PAGE> 2
the Corporation, with all the powers hereafter conferred by the laws under which
this Corporation is organized; and
To engage in any and all other lawful purposes, activities, and
pursuits, whether similar or dissimilar to the foregoing, for which corporations
may be organized under the Nevada Revised Statutes and to exercise all powers
allowed or permitted thereunder.
ARTICLE IV
AUTHORIZED SHARES
The Corporation shall have authority to issue an aggregate of
50,500,000 shares, of which 500,000 shares shall be preferred stock, $0.001 par
value (the "Preferred Stock"), and 50,000,000 shares shall be common stock, par
value $0.001 (the "Common Stock"). The powers, preferences, and rights, and the
qualifications, limitations, or restrictions of the shares of stock of each
class and series which the Corporation shall be authorized to issue, are as
follows:
(a) Preferred Stock. Shares of Preferred Stock may be issued from time
to time in one or more series as may from time to time be determined by the
board of directors. Each series shall be distinctly designated. All shares of
any one series of the Preferred Stock shall be alike in every particular, except
that there may be different dates from which dividends thereon, if any, shall be
cumulative, if made cumulative. The powers, preferences, participating,
optional, and other rights of each such series and the qualifications,
limitations, or restrictions thereof, if any, may differ from those of any and
all other series at any time outstanding. Except as hereinafter provided, the
board of directors of this Corporation is hereby expressly granted authority to
fix by resolution or resolutions adopted prior to the issuance of any shares of
each particular series of Preferred Stock, the designation, powers, preferences,
and relative participating, optional, and other rights and the qualifications,
limitations, and restrictions thereof, if any, of such series, including,
without limiting the generality of the foregoing, the following:
(i) The distinctive designation of, and the number of shares
of Preferred Stock which shall constitute each series, which number may
be increased (except as otherwise fixed by the board of directors) or
decreased (but not below the number of shares thereof outstanding) from
time to time by action of the board of directors;
(ii) The rate and times at which, and the terms and conditions
on which, dividends, if any, on the shares of the series shall be paid;
the extent of preferences or relation, if any, of such dividends to the
dividends payable on any
2
<PAGE> 3
other class or classes of stock of this Corporation or on any series of
Preferred Stock and whether such dividends shall be cumulative or
noncumulative;
(iii) The right, if any, of the holders of the shares of the
same series to convert the same into, or exchange the same for, any
other class or classes of stock of this Corporation and the terms and
conditions of such conversion or exchange;
(iv) Whether shares of the series shall be subject to
redemption and the redemption price or prices, including, without
limitation, a redemption price or prices payable in shares of any other
class or classes of stock of the Corporation, cash, or other property
and the time or times at which, and the terms and conditions on which,
shares of the series may be redeemed;
(v) The rights, if any, of the holders of shares of the series
on voluntary or involuntary liquidation, merger, consolidation,
distribution, or sale of assets, dissolution, or winding up of this
Corporation;
(vi) The terms of the sinking fund or redemption or purchase
account, if any, to be provided for shares of the series; and
(vii) The voting powers, if any, of the holders of shares of
the series which may, without limiting the generality of the foregoing,
include (A) the right to more or less than one vote per share on any or
all matters voted on by the shareholders, and (B) the right to vote as
a series by itself or together with other series of Preferred Stock or
together with all series of Preferred Stock as a class, on such
matters, under such circumstances, and on such conditions as the board
of directors may fix, including, without limitation, the right, voting
as a series by itself or together with other series of Preferred Stock
or together with all series of Preferred Stock as a class, to elect one
or more directors of this Corporation in the event there shall have
been a default in the payment of dividends on any one or more series of
Preferred Stock or under such other circumstances and upon such
conditions as the board of directors may determine.
(b) Common Stock. The Common Stock shall have the following powers,
preferences, rights, qualifications, limitations, and restrictions:
(i) After the requirements with respect to preferential
dividends of Preferred Stock, if any, shall
3
<PAGE> 4
have been met and after this Corporation shall comply with all the
requirements, if any, with respect to the setting aside of funds as
sinking funds or redemption or purchase accounts and subject further to
any other conditions which may be required by the Nevada Revised
Statutes, then, but not otherwise, the holders of Common Stock shall be
entitled to receive such dividends, if any, as may be declared from
time to time by the board of directors without distinction as to
series;
(ii) After distribution in full of any preferential amount to
be distributed to the holders of Preferred Stock, if any, in the event
of a voluntary or involuntary liquidation, distribution or sale of
assets, dissolution, or winding up of this Corporation, the holders of
the Common Stock shall be entitled to receive all of the remaining
assets of the Corporation, tangible and intangible, of whatever kind
available for distribution to stockholders, ratably in proportion to
the number of shares of Common Stock held by each without distinction
as to series; and
(iii) Except as may otherwise be required by law or this
Certificate of Incorporation, in all matters as to which the vote or
consent of stockholders of the Corporation shall be required or be
taken, including any vote to amend this Certificate of Incorporation,
to increase or decrease the par value of any class of stock, effect a
stock split or combination of shares, or alter or change the powers,
preferences, or special rights of any class or series of stock, the
holders of the Common Stock shall have one vote per share of Common
Stock on all such matters and shall not have the right to cumulate
their votes for any purpose.
(c) Other Provisions.
(i) The board of directors of the Corporation shall have
authority to authorize the issuance, from time to time without any vote
or other action by the stockholders, of any or all shares of the
Corporation of any class at any time authorized, and any securities
convertible into or exchangeable for such shares, in each case to such
persons and for such consideration and on such terms as the board of
directors from time to time in its discretion lawfully may determine;
provided, however, that the consideration for the issuance of shares of
stock of the Corporation having par value shall not be less than such
par value. Shares so issued, for which the full consideration
determined by the board of directors has been paid to the Corporation,
shall be fully paid stock, and the holders of such stock shall not be
liable for any further call or assessments thereon.
4
<PAGE> 5
(ii) Unless otherwise provided in the resolution of the board
of directors providing for the issue of any series of Preferred Stock
no holder of shares of any class of the Corporation or of any security
or obligation convertible into, or of any warrant, option, or right to
purchase, subscribe for, or otherwise acquire, shares of any class of
the Corporation, whether now or hereafter authorized, shall, as such
holder, have any preemptive right whatsoever to purchase, subscribe
for, or otherwise acquire shares of any class of the Corporation,
whether now or hereafter authorized.
(iii) Anything herein contained to the contrary
notwithstanding, any and all right, title, interest, and claim in and
to any dividends declared or other distributions made by the
Corporation, whether in cash, stock, or otherwise, which are unclaimed
by the stockholder entitled thereto for a period of six years after the
close of business on the payment date, shall be and be deemed to be
extinguished and abandoned; and such unclaimed dividends or other
distributions in the possession of the Corporation, its transfer
agents, or other agents or depositories, shall at such time become the
absolute property of the Corporation, free and clear of any and all
claims of any person whatsoever.
ARTICLE V
LIMITATION ON LIABILITY
A director of the Corporation shall have no personal liability to the
Corporation or its stockholders for damages for breach of fiduciary duty as a
director or officer, except for (a) acts or omissions which involve intentional
misconduct, fraud or a knowing violation of law, or (b) the payment of
distributions in violation of section 78.300 of the Nevada Revised Statutes.
ARTICLE VI
ELECTION NOT TO BE GOVERNED BY NRS 78.378 TO 78.3793
The Corporation elects not to be governed by the provisions of sections
78.378 to 78.3793, inclusive, of the Nevada Revised Statutes regarding control
share acquisitions.
ARTICLE VII
ELECTION NOT TO BE GOVERNED BY NRS 78.411 TO 78.444
The Corporation elects not to be governed by the provisions of sections
78.411 to 78.444, inclusive, of the Nevada Revised Statutes regarding
combinations with interested shareholders.
5
<PAGE> 6
ARTICLE VIII
INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director or officer of the
Corporation, or who is or was serving at the request of the Corporation as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with the action, suit or proceeding, to the full extent permitted
by the Nevada Revised Statutes as such statutes may be amended from time to
time.
ARTICLE IX
REGISTERED OFFICE AND REGISTERED AGENT
The name and address of the Corporation's registered agent in the state
of Nevada is Nevada Agency and Trust, Suite 880, 50 West Liberty Street, Reno,
Nevada 89501. Either the registered office or the registered agent may be
changed in the manner provided by law.
ARTICLE X
AMENDMENT
The Corporation reserves the right to amend, alter, change, or repeal
all or any portion of the provisions contained in its Certificate of
Incorporation from time to time in accordance with the laws of the state of
Nevada, and all rights conferred on stockholders herein are granted subject to
this reservation.
ARTICLE XI
ADOPTION AND AMENDMENT OF BYLAWS
The initial bylaws of the Corporation shall be adopted by the board of
directors. The power to alter, amend, or repeal the bylaws or adopt new bylaws
shall be vested in the board of directors, but the stockholders of the
Corporation may also alter, amend, or repeal the bylaws or adopt new bylaws. The
bylaws may contain any provisions for the regulation or management of the
affairs of the Corporation not inconsistent with the laws of the state of Nevada
now or hereafter existing.
ARTICLE XII
DIRECTORS
The governing board of the Corporation shall be known as the board of
directors. The number of directors comprising the board
6
<PAGE> 7
of directors shall be not less than one (1) nor more than nine (9) as determined
from time to time in the manner provided in the bylaws of the Corporation. The
original board of directors shall consist of one person. The name and address of
the person who is to serve as a director until the first annual meeting of
stockholders and until his or her successor is elected and shall qualify is as
follows:
Name Address
---- -------
L. Dee Hall 2077 Elderberry Way
Sandy, Utah 84092
ARTICLE XIII
INCORPORATOR
The name and mailing address of the sole incorporator signing this
certificate of incorporation is as follows:
Name Address
---- -------
L. Dee Hall 2077 Elderberry Way
Sandy, Utah 84092
7
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