Securities and Exchange Commission
Washington, D.C. 20549
FORM S-8
Registration Statement
Under
The Securities Act of 1933
Media Entertainment, Inc.
(Exact name of Registrant as
specified in its charter)
NEVADA 72-1346591
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
8748 Quarters Lake Road
Baton Rouge, Louisiana 70809
(Address of principal executive
offices, including zip code)
CONSULTING AND LEGAL SERVICES AGREEMENT
(Full title of the plan)
David M. Loflin
President
Media Entertainment, Inc.
8748 Quarters Lake Road
Baton Rouge, Louisiana 70809
(Name and address of agent for service)
Copy to:
Eric Newlan, Esquire
NEWLAN & NEWLAN
2512 Program Drive, Suite 101
Dallas, Texas 75220
(214) 654-9520
<PAGE>
-------------------------------
CALCULATION OF REGISTRATION FEE
-------------------------------
Proposed Proposed
Title of maximum maximum
Securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share(1) price (1) fee
- ---------- ---------- --------- --------- ------------
Common
Stock,
$.0001
par
value 150,000 $.50(1) $75,000 $22.73
shares
- ----------
(1) The maximum offering price was calculated pursuant to
Rule 457(c).
<PAGE>
MEDIA ENTERTAINMENT, INC.
Cross Reference Sheet Required By
Item 501(b) of Regulation S-K
Form S-8 Item Number Caption in Prospectus
and Caption
- --------------------------- -----------------------------
1. Forepart of Registration Facing page of registration
Statement and Outside statement and cover page of
Front Cover Page of Prospectus
Prospectus
2. Inside Front and Outside Inside cover page of prospec-
Back Cover Pages of tus and Outside Cover Page of
Prospectus Prospectus
3. Summary Information, Not applicable
Risk Factors and Ratio
Of Earnings to Fixed
Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Not Applicable
Price
6. Dilution Not Applicable
7. Selling Security Sales by Selling Shareholder
Holders
8. Plan of Distribution Cover Page of Prospectus and
Sales by Selling Shareholder
9. Description of Consulting and Legal Services
Securities to Agreement and Issuance of
be Registered Common Stock; Sales by Selling
Shareholder
10.Interest of Named Consulting and Legal Services
Experts and Counsel Agreement and Issuance of
Common Stock; Sales by Selling
Shareholder; Legal Matters
11.Material Changes Not Applicable
12.Incorporation of Incorporation of Certain
Certain Information Information by Reference
by Reference
13.Disclosure of Commission Indemnification
Position on Indemnifi-
cation or Securities
Act Liabilities
PROSPECTUS
Media Entertainment, Inc.
150,000 Shares of Common Stock
($.0001 par value per share)
Issued Pursuant to a Consulting
and Legal Services Agreement
This Prospectus is part of a Registration Statement which
registers 150,000 shares of Common Stock, $.0001 par value
per share (the "Common Stock"), of Media Entertainment,
Inc., a Nevada corporation (the "Company"), which have been
issued, as described herein, to Newlan & Newlan, Attorneys
at Law, a Texas general partnership ("Newlan"), consultants
and legal counsel to the Company, pursuant to a Consulting
and Legal Services Agreement under which the Company has
issued 150,000 shares of Common Stock to Newlan (such
securities being referred to herein as the "Newlan
Securities"). Newlan is a selling shareholder under this
Prospectus and is referred to herein as the "Selling
Shareholder". All of the Newlan Securities were issued to
the Selling Shareholder pursuant to a written compensation
contract which provided for the issuance of the Newlan
Securities. The Company has been advised by the Selling
Shareholder that it may sell all or a portion of its shares
of Common Stock from time to time in the over-the-counter
market in negotiated transactions, directly or through
brokers, or otherwise, and that such shares will be sold at
market prices prevailing at the time of such sales or at
negotiated prices.
No person has been authorized by the Company to give any
information or to make any representation other than as
contained in this Prospectus, and, if given or made, such
information or representation must not be relied upon as
having been authorized by the Company. Neither the delivery
of this Prospectus nor the issuance of any of the Newlan
Securities under the terms of the aforementioned Consulting
and Legal Services Agreement shall, under any circumstances,
create any implication that there has been no change in the
affairs of the Company since the date hereof.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED ON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENT-ATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
This Prospectus does not constitute an offer to sell
securities in any state to any person to whom it is unlawful
to make such offer in such state.
The date of the Prospectus is September 11, 1997
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and, in accordance therewith, files reports
and other information with the Securities and Exchange
Commission (the "Commission"). Reports and other
information filed with the Commission can be inspected and
copied at the Public Reference Section of the Commission at
its principal offices located at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Company's Common Stock is
expected to be traded in the over-the-counter market in the
near future. As of the date of this Prospectus, there is no
trading market for the Company's Common Stock.
The Company has filed with the Commission a Registration
Statement on Form S-8 (the "Registration Statement") under
the Securities Act of 1933, as amended (the "Act"), with
respect to 150,000 shares of the Company's Common Stock,
issued to a consultant of the Company pursuant to a written
Consulting and Legal Services Agreement. This Prospectus,
which constitutes Part I of the Registration Statement,
omits certain information with respect to the Company and
the shares of Common Stock offered by the Prospectus.
Reference is made to the Registration Statement, including
the exhibits thereto. Statements in this Prospectus as to
any document are not necessarily complete, and where any
such document is an exhibit to the Registration Statement or
is incorporated by reference herein, each such statement is
qualified in all respects by the provisions of such exhibit
or other document, to which reference is hereby made, for a
full statement of the provisions thereof. A copy of the
Registration Statement, with exhibits, may be obtained from
the Commission's office located in Washington, D.C. (at the
above address) upon payment of the fees prescribed by the
Rules and Regulations of the Commission, or examined free of
charge. Also, the Registration Statement, with exhibits,
may be examined on and/or downloaded from the Internet at:
http://www.sec.gov/cgi-bin/srch-edgar.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the
Commission are incorporated herein by reference and made a
part hereof:
1. The Company's Quarterly Report on Form 10-QSB for the
period ended June 30, 1997;
2. The Company's Registration Statement on Form S-1
(Commission File No. 333-26385) declared effective August
12, 1997.
All reports and documents filed by the Company pursuant to
Section 13, 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which de-registers
all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the
respective date of filing of each such document. Any statement
incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by
reference herein, modifies or supersedes such statement. Any
statement modified or superseded shall not be deemed, except as so
modified or superseded, to constitute part of this Prospectus.
The Company hereby undertakes to provide, without charge, to
each person, including any beneficial owner, to whom a copy
of this Prospectus has been delivered, on the written
request of any such person, a copy of any or all of the
documents referred to above which have been or may be
incorporated by reference in this Prospectus, other than
exhibits to such documents. Written requests for such
copies should be directed to:Corporate Secretary, Media
Entertainment, Inc., 8748 Quarters Lake Road, Baton Rouge,
Louisiana 70809; telephone (504) 922-7744.
THE COMPANY
The Company was incorporated in the State of Nevada on
November 1, 1996, to operate as a holding company in the
wireless cable television and community (low power)
television industries, as well as other segments of the
communications industry. Effective December 20, 1996, the
Company acquired from certain of its officers and directors
and others licenses and leases of licenses to wireless cable
television channels and community (low power) television
channels. As of December 31, 1996, the Company acquired all
of the outstanding capital stock of (1) Winter
Entertainment, Inc., a Delaware corporation incorporated on
December 28, 1995 ("WEI"), and (2) Missouri Cable TV Corp.,
a Louisiana corporation incorporated on October 9, 1996
("MCTV"). WEI operates a community television station in
Baton Rouge, Louisiana; MCTV owns wireless cable television
channels in Poplar Bluff, Missouri, which system has been
constructed and is ready for operation, and Lebanon,
Missouri, which market's system has yet to be constructed.
In January 1997, the Company entered into a joint venture
(known as "Web One Wireless I.S.P. - Baton Rouge, J.V.")
which is to operate as a Wireless Internet Service Provider
(ISP) in Baton Rouge, Louisiana, and acquired the right to
utilize, on an exclusive basis, a licensed Wireless Internet
Access System in operating as a Wireless ISP in several U.S.
cities. The Company carries on its business through its
subsidiaries.
CONSULTING AND LEGAL SERVICES AGREEMENT
AND ISSUANCE OF COMMON STOCK
General
On February 1, 1997, the Company entered into a Consulting
and Legal Services Agreement with Newlan & Newlan, Attorneys
at Law, a Texas general partnership (the Selling
Shareholder). The Company has issued 150,000 shares of
Company Common Stock pursuant to such Consulting and Legal
Services Agreement. This Prospectus relates to the 150,000
shares issued to Newlan. Under the terms of the Consulting
and Legal Services Agreement, the Selling Shareholder has
agreed to provide consulting services with respect to
financing opportunities and the acquisition of business
opportunities and operating assets related to the wireless
cable industry, community television industry and Internet
business opportunities and related industries. None of the
securities to which this Prospectus relates is issued
pursuant to any program or plan and are not being
administered by either the Board of Directors of the Company
or any committee of the Board of Directors organized for
that purpose.
Federal Income Tax Effects
Under the Consulting and Legal Services Agreement pursuant
to which the Newlan Securities were issued, the Newlan
Securities were valued at $.40 per share, or $60,000 in the
aggregate. However, for financial reporting purposes, the
Newlan Securities have been valued at $2.50 per share, or
$375,000, in the aggregate, to approximate the fair value of
the Newlan Securitis on the date issued. The issuance of
the Newlan Securities will result in the recognition of
taxable income to the Selling Shareholder. Correspondingly,
the Company will be entitled to a deduction equal to the
amount of ordinary income charged to the Selling
Shareholder.
Restrictions Under Securities Laws
The sale of any shares of Common Stock issued under the
Consulting and Legal Services Agreement must be made in
compliance with federal and state securities laws.
Officers, directors and 10% or greater shareholders of the
Company, as well as certain other persons or parties who may
be deemed to be "affiliates" of the Company under Federal
securities laws, should be aware that resales by affiliates
can only be made pursuant to an effective Registration
Statement, Rule 144 or any other applicable exemption.
SALES BY SELLING SHAREHOLDER
The following table sets forth the name of the Selling
Shareholder, the amount of shares of Common Stock held,
directly or indirectly, the amount of Common Stock to be
owned by the Selling Shareholder following sale of such
shares of Common Stock and the percentage of shares of
Common Stock to be owned by the Selling Shareholder
following completion of such offering (based on 6,170,000
shares of Common Stock of the Company outstanding as of the
date of this Prospectus).
Per-
cent-
Shares age
Name of Number To be To be
Selling Of Shares Owned Owned
Share- Shares To be After After
holder Owned Offered Offering Offering
- ----------- ------ ------- -------- --------
Newlan &
Newlan 150,000 150,000 -0- -0-
DESCRIPTION OF SECURITIES
Common Stock
Each share of Common Stock is entitled to one (1) vote at
all meetings of shareholders. All shares of Common Stock
are equal to each other with respect to liquidation rights
and dividend rights. There are no preemptive rights to
purchase any additional shares of Common Stock. The
Articles of Incorporation of the Company prohibit cumulative
voting in the election of directors. The absence of
cumulative voting means that holders of more than 50% of the
shares voting for the election of directors can elect all
directors if they choose to do so. In such event, the
holders of the remaining shares of Common Stock will not be
entitled to elect any director. A majority of the shares
entitled to vote, represented in person or by proxy,
constitutes a quorum at a meeting of shareholders. In the
event of liquidation, dissolution or winding up of the
Company, holders of shares of Common Stock will be entitled
to receive, on a pro rata basis, all assets of the Company
remaining after satisfaction of all liabilities.
Transfer Agent
The transfer agent for the shares of Common Stock of the
Company is Securities Transfer Corporation, 16910 Dallas
Parkway, Suite 100, Dallas, Texas 75248.
INDEMNIFICATION
The Company currently is seeking officer and director
liability insurance, though none has been obtained as of the
date of this Prospectus.
Article X of the Articles of Incorporation of the Company
provides that no director or officer of the Company shall be
personally liable to the Company or its shareholders for
damages for breach of fiduciary duty as a director officer;
provided, however, that such provision shall not eliminate
or limit the liability of a director or officer for (1) acts
or omissions which involve intentional misconduct, fraud or
a knowing violation of law or (2) the payment of dividends
in violation of law. Any repeal or modification of Article
X shall be prospective only and shall not adversely affect
any right or protection of a director or officer of the
Company existing at the time of such repeal or modification
for any breach covered by Article X which occurred prior to
any such repeal or modification. The effect of Article X of
the Company's Articles of Incorporation is that Company
directors and officers will experience no monetary loss for
damages arising out of actions taken (or not taken) in such
capacities, except for damages arising out of intentional
misconduct, fraud or a knowing violation of law, or the
payment of dividends in violation of law.
As permitted by Nevada law, the Company's Bylaws provide
that the Company will indemnify its directors and officers
against expense and liabilities they incur to defend, settle
or satisfy any civil, including any action alleging
negligence, or criminal action brought against them on
account of their being or having been Company directors or
officers unless, in any such action, they are judged to have
acted with gross negligence or willful misconduct. Insofar
as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to
directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been
informed that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable.
LEGAL MATTERS
Legal matters in connection with the securities being
offered hereby will be passed upon for the Company by Newlan
& Newlan, Attorneys at Law, Dallas, Texas.
EXPERTS
The consolidated financial statements of the Company
included in the Company's Registration Statement on Form S-1
(Commission File No. 333-26385), declared effective August
12, 1997, incorporated by reference in this Prospectus, have
been incorporated herein in reliance on the report of Weaver
and Tidwell, L.L.P., Certified Public Accountants,
independent certified public accountants, given on the
authority of that firm as experts in auditing and
accounting.<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed in (a) and (c) below are incorporated
by reference in this Registration Statement. All documents
subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 and 14(d) of the Securities Exchange Act of 1934
(the Exchange Act), prior to the filing of a post-effective
amendment which indicates that all securities offered have
been sold or which de-registers all securities then
remaining unsold, shall be deemed to be incorporated by
reference in the Registration Statement and to be part
thereof from the date of filing of such documents.
(a) The Company's Quarterly Report on Form 10-QSB for the
period ended June 30, 1997;
(b) The Company's Registration Statement on Form S-1
(Commission File No. 333-26385) declared effective August
12, 1997.
(c) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year
covered by the Company's Annual Report referred to above.
Item 4. Description of Securities.
The Company is authorized to issue up to 100,000,000 shares
of Common Stock, $.0001 par value per share. The holders of
Company Common Stock will be entitled to one vote per share
on each matter submitted to a vote at any meeting of
shareholders. Shares of Common Stock do not carry
cumulative voting rights and, therefore, a majority of the
shares of outstanding Common Stock will be able to elect the
entire Board of Directors of the Company and, if they do so,
minority shareholders would not be able to elect any persons
to the Board of Directors. The Company's bylaws provide
that a majority in number of the issued and outstanding
shares of the Company shall constitute a quorum for
shareholders' meetings, except with respect to certain
matters for which a greater percentage quorum is required by
statute or the bylaws.
Shareholders of the Company will have no preemptive rights
to acquire additional shares of Common Stock or other
securities. The Common Stock will not be subject to
redemption and will carry no subscription or conversion
rights. In the event of liquidation of the Company, the
shares of Common Stock will be entitled to share equally in
corporate assets after satisfaction of all liabilities. The
shares of Common Stock, when issued, will be fully paid and
nonassessable.
Holders of Common Stock are entitled to receive such
dividends as the Board of Directors may from time to time
declare out of funds legally available for the payment of
dividends. The Company intends to expand its business
through reinvestment of profits, if any, and does not
anticipate that it will pay dividends in the foreseeable
future.
The Board of Directors has the authority to issue the
authorized but unissued shares without action by the
shareholders.
Item 5. Interests of Named Experts and Counsel.
The Selling Shareholder is legal counsel to the Company.
Item 6. Indemnification of Directors and Officers.
Nevada Revised Statutes 78.037 is incorporated herein by
this reference.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, the Securities Exchange
Act of 1934 or the Rules and Regulations of the Securities
and Exchange Commission thereunder may be permitted under
said indemnification provisions of the law, or otherwise,
the Company has been advised that, in the opinion of the
Securities and Exchange Commission, any such indemnification
is against public policy and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed.
Inasmuch as the consultant who received shares of Common
Stock of the Company is knowledgeable, sophisticated and had
access to comprehensive information relevant to the Company,
such transaction was undertaken in reliance on the exemption
from registration provided by Section 4(2) of the Act. As a
condition precedent to such grant, the consultant was
required to express an investment intent and consent to the
imprinting of a restrictive legend on each stock certificate
to be received from the Company in the absence of sale
pursuant to an effective Registration Statement.
Item 8. Exhibits.
Exhibit Description
------- -----------
5.1 Opinion of Newlan & Newlan,
Attorneys at Law, re: Legality
* 10.1 Consulting and Legal Services
Agreement, dated as of February
1, 1997, between Registrant and
Newlan & Newlan, Attorneys at
Law, a Texas general partnership
23.1 Consent of Weaver and Tidwell,
L.L.P., Certified Public
Accountants
23.2 Consent of Newlan & Newlan,
Attorneys at Law
------------
* Incorporated by reference from Registrant's
Registration Statement on Form S-1 (Commission File
No. 333-26385) declared effective August 12, 1997.
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offerings or
sales are being made, a post-effective amendment to this
Registration Statement 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;
(b) That, for the purposes of determining any
liability under the Act, each such post-effective amendment
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; and
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(2) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Act, each
filing of the Registrant's annual report pursuant to Section
13(a) or 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.
(3) Insofar as indemnification for liabilities arising
under the Act may be permitted to Directors, officers and
controlling persons of Registrant pursuant to the foregoing
provisions, or otherwise, Registrant has been advised that
in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities
(other than the payment by Registrant of expenses incurred
or paid by a Director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such Director, officer or
controlling person in connection with the securities being
registered, 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 Act and will be governed
by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant certifies that is 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, on the dates shown below.
MEDIA ENTERTAINMENT, INC.
By: /s/ David M. Loflin
David M. Loflin
President
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement on Form S-8 has been
signed by the following persons in the capacities and on the
dates indicated:
Signatures Title Date
/s/ David M. Loflin President (Principal September 9, 1997
David M. Loflin Executive Officer
and Principal
Accounting Officer)
and Director
/s/ Waddell D. Lolfin Vice President, September 9, 1997
Waddell D. Loflin Secretary and
Director
/s/ Richard N. Gill Director September 9, 1997
Richard N. Gill
/s/ Ross S. Bravata Director September 9, 1997
Ross S. Bravata
/s/ Michael Cohn Director September 9, 1997
Michael Cohn
<PAGE>
INDEX TO EXHIBITS
MEDIA ENTERTAINMENT, INC.
Exhibit No. Description
- ----------- -----------
5.1 Opinion of Newlan & Newlan, Attorneys at
Law, re: Legality
23.1 Consent of Weaver and Tidwell, L.L.P.,
Certified Public Accountants
23.2 Consent of Newlan & Newlan, Attorneys at
Law
<PAGE>
EXHIBIT 5.1
-----------
September 9, 1997
Media Entertainment, Inc.
8748 Quarters Lake Road
Baton Rouge, Louisiana 70809
Re: Registration Statement on Form S-8 of Media Entertain-
ment, Inc. Common Stock Issued Pursuant to a Consult-
ing and Legal Services Agreement with Newlan & Newlan
Gentlemen:
This opinion is submitted pursuant to the applicable rules
of the Securities and Exchange Commission (the "Commission")
with respect to the registration by Media Entertainment,
Inc., a Nevada corporation (the "Company"), of 150,000
shares of Company common stock, $.0001 par value per share
(the "Common Stock"), issued to Newlan & Newlan, Attorneys
at Law, a Texas general partnership, pursuant to a
Consulting and Legal Services Agreement (the "Agreement")
approved by resolution of the Company's Board of Directors
on February 1, 1997.
In our capacity as counsel to the Company, we have examined
the original, certified, conformed, photostatic or other
copies of the Agreement, the Company's Articles of
Incorporation, Bylaws and corporate minutes provided to us
by the Company. In all such examinations, we have assumed
the genuineness of all signatures on original documents, and
the conformity to originals or certified copies of all
copies submitted to us as conformed, photostatic or other
copies. In passing upon certain corporate records and the
documents of the Company, we have necessarily assumed the
correctness and completeness of the statements made or
included therein by the Company, and express no opinion
thereon.
Based upon and in reliance upon the foregoing, it is our
opinion that the Common Stock issued pursuant to the
Agreement is validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion in the
Registration Statement on Form S-8 to be filed with the
Commission.
Very truly yours,
/s/
NEWLAN & NEWLAN
<PAGE>
EXHIBIT 23.1
------------
CONSENT OF INDEPENDENT AUDITOR
As independent auditors, we hereby consent to the
incorporation by reference in this Form S-8 Registration
Statement of our report dated April 3, 1997, relating to the
consolidated financial statements of Media Entertainment,
Inc. and subsidiaries as of December 31, 1996 and 1995, and
the related consolidated statement of operations, changes in
stockholders' equity and cash flows for the period from
inception (December 28, 1995) to December 31, 1996, included
in the Form S-1 Registration Statement (File No. 333-26385)
declared effective on August 12, 1997.We also consent to the
reference to this firm under the heading "Experts" in this
Registration Statement.
/s/
WEAVER AND TIDWELL, L.L.P.
Certified Public Accountants
Fort Worth, Texas
September 9, 1997
<PAGE>
EXHIBIT 23.2
------------
Consent of Newlan & Newlan, Attorneys at Law, is included in
the Opinion filed as Exhibit 5.1 hereto.
