<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
2nd Amendment
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)
OR 12(g) OF THE SECURITIES ACT OF 1934
SACIO, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
DELAWARE 88-0414076
-------- ----------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
8320 O'CONNELL ROAD
EL CAJON, CA 92021
- ------------ -----
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(619)699-1721
- -------------
(ISSUER'S TELEPHONE NUMBER)
SECURITIES TO BE REGISTERED UNDER SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
- ------------------------------- -------------------------------
- ------------------------------- -------------------------------
SECURITIES TO BE REGISTERED UNDER SECTION 12(g) OF THE ACT:
Common Stock - .001 Par Value
(TITLE OF CLASS)
1
<PAGE> 2
PART I
ITEM 1
DESCRIPTION OF THE BUSINESS
General
Sacio, Inc. is filing this Form 10-SB on a voluntary basis in order to make
Sacio, Inc.'s financial information equally available to any interested parties
or investors and meet certain listing requirements for publicly traded
securities.
Business Development
Sacio, Inc. was incorporated in Delaware on May 31, 1994. The Company was formed
in order to develop a chain of English Pub theme-based restaurants and bars
tentatively called "The Old Coach Inn", starting with an initial Pub in the
downtown redevelopment area of San Diego, California. Management used the
intervening years to study existing British restaurant and bar operations in
Southern California as the downtown redevelopment of the "Gas Lamp" area of San
Diego grew to the point where sufficient restaurant traffic existed to support a
proposed English Pub restaurant. During 1996 the Company raised funds necessary
to pay the Company's state fees and taxes by the sale of stock to investors. In
January of 1999 the board of directors voted to seek capital and began
development of the Company's business plan.
There have been no bankruptcy, receivership or similar proceedings.
There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.
Business of the Issuer
Beginning in 1998, Management determined the Company should complete the
development of it's neighborhood English Pub restaurant and bar. Management's
decision was based primarily on the following factors; 1) the success of
downtown redevelopment including a new ballpark district, 2) the popularity of
theme-based restaurants and patron-involved music (such as Karaoke), and 3) the
resurgence of the San Diego economy.
The Company will utilize existing locations that fit general restaurant layout
requirements or acquire the leasehold interest and equipment of existing
restaurants and bars. The overall design of each Pub is intended to create an
ambiance which will be an authentic representation of an old English Inn.
Management intends to take advantage of the availability of existing older
buildings and historical sites in downtown redevelopment areas, including areas
that are designated as Empowerment Zones. Use of the existing wooden floors,
bricks, and architecture will help to create the ambiance as well as retain the
historical significance of these older buildings. Management intends to offer a
simple, international menu with five or six daily main course selections with
variations between lunch and dinner. Location selection will involve proximity
to downtown office
2
<PAGE> 3
businesses for maximum lunch and after work customer traffic. Management intends
to market its restaurants through direct marketing, print, and local visitor's
bureaus. The Pubs will offer V.I.P. cards for frequent customers and direct
marketing at local area sporting events for pre and post game discounts. Once
the Company is sufficiently funded, management will secure firm bids to build
out its first Pub site in San Diego and begin its marketing and advertising
plan. While no construction contract or lease has been completed, management's
current estimate for total construction build-out for 5,000 square feet of Pub
space is approximately $500,000. In addition, food and beverage inventory is
estimated by management at approximately $25,000, and a full liquor license is
estimated to cost approximately $50,000 in the San Diego area. Management
anticipates initial implementation of its business plan to begin in the 4th
quarter of 1999. The business plan timetable for opening the first pub is
sequentially: (a) six months to raise capital of $800,000 to $900,000, (b) two
months to secure leased site with plans and permits at a cost of $100,000, (c)
three months to build-out site including all furniture, equipment, and
furnishings at a cost of $350,000, hire and train staff at a cost of $25,000,
secure full liquor license at a cost of $50,000, stock food and beverage
inventory of $25,000, and $25,000 for advertising and promotion of opening.
Following the opening of the first Pub, management will have definite data in
order to refine its projected costs of Pub construction and operating costs.
Subject to commercial acceptance by the public and availability of working
capital, management will investigate expansion into additional cities in
California and other Western states.
The Company has no new product or service planned or announced to the public.
The restaurant and bar industry is highly competitive with respect to price,
service, quality and location, and as a result, has a high failure rate. There
are numerous well-established competitors, including national, regional and
local chains, possessing substantially greater financial, marketing, personnel
and other resources than the Company. There can be no assurance that the Company
will be able to respond to various competitive factors affecting the restaurant
industry. However, Management believes that the Company can effectively compete
with those other companies utilizing its unique "pub" concept. Management also
considers it significant that the target market will be downtown redevelopment
areas. The restaurant and bar industry is also generally effected by changes in
consumer preferences, national, regional and local economic conditions and
demographic trends. The performance of restaurant and bar facilities may also be
effected by factors such as traffic patterns, demographic considerations and the
type, number and location of competing facilities. Other factors over which the
Company has no control, which may adversely effect the industry, are inflation,
increased labor and employee benefit costs, increase in minimum hourly wage,
unemployment tax rates and similar matters. Management is not aware of any
significant barriers to the Company's entry into the restaurant and bar
industry, however, the Company at this time cannot ascertain its exact share of
this market.
While the Company has initiated preliminary discussions with restaurant design
and construction companies and restaurant suppliers, it currently has no firm
commitments or contracts for services and supplies and will not initiate firm
negotiations until such a time as the Company has sufficient funding. Until the
Company has firm commitments and contracts for design, construction of
facilities, and wholesalers of restaurant supplies, there is no assurance that
goods and services can be acquired at desired costs on a timely basis.
The Company intends to begin its initial operations in San Diego. California is
the nation's largest restaurant market with sales 60% higher than either of the
next two largest states (Texas and
3
<PAGE> 4
Florida). The Company's primary market will be the businessperson for lunch and
the casual diner for dinner. By combining the complimentary mix of entertainment
and dining, a large and diverse segment of the population will be attracted.
Thus, the Company will not be dependant on any one or a few major customers.
When the Company has sufficient funding it will begin marketing to these
potential consumers.
When the Company has sufficient funding, management will seek legal council to
determine if copyright or trademark protection is required.
The Company does not need any governmental approval of its principal product or
service.
The Company's business is subject to various federal, state, or local government
regulations, including those related to sanitation, safety, fire and the sale of
food and alcoholic beverages. The failure to maintain food and liquor licenses
would have a material adverse effect on the Company's operating results. The
Company may also be subject to statutes in certain states regarding the recovery
of damages for persons injured by an intoxicated patron of an establishment. As
appropriate, the Company shall seek to obtain liability insurance against such
potential liability. Management will procure all necessary licenses, permits,
and insurance when sufficient funds are raised for working capital.
The Federal Americans With Disabilities Act prohibits discrimination on basis of
disability in public accommodations. The Company could be required to expend
substantial funds to modify the existing historical buildings in order to
provide service or make reasonable accommodations for disabled persons.
The Company currently has no employees.
Year 2000 Disclosure
Computer programs that have time-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000. This could result in a system
failure or miscalculations causing disruption of normal business activities.
Based on a recent and ongoing assessment, the Company has determined that any
purchased software will be off-the-shelf software that will be certified Year
2000 compatible for all of its computing requirements. The Company presently
believes that with modifications to existing off- the-shelf software or
conversions to new software, the Year 2000 issue will not pose significant
operational problems and will not materially affect future financial results.
The Company currently anticipates purchasing new off-the-shelf Year 2000
compatible software by October 31, 1999, which is prior to any anticipated
impact on operating systems. The total cost of this new software is not
anticipated to be a material expense to the Company at this time. If, in spite
of management's best efforts, these new off-the-shelf software products are not
adequately modified, resulting date-induced systems failures could have a
material adverse effect on the Company's results of operations.
4
<PAGE> 5
ITEM 2
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
Plan of Operation
The Company's current cash is sufficient in management's opinion to sustain
corporate operations until such time as Management can raise capital to advance
its business plan.
During the next twelve months, the Company's plan of operations includes the
following events: during the first six months raise capital of $800,000 to
$900,000 through the sale of equity securities, during the succeeding two months
secure the leased site and complete plans and permits at a cost of $100,000, and
during the last three months build-out the site, purchase furniture, equipment,
and furnishings at a cost of $350,000, hire and train staff at a cost of
$25,000, secure the full liquor license at a cost of $50,000, purchase food and
beverage inventory of $25,000, and allocate $25,000 for advertising and
promotion of the opening of the first pub. The Company will face considerable
risk in each of its business plan steps, such as difficulty of renting a
desirable pub site within its budget, difficulty of completing its build-out
within its timetable and budget, difficulty of hiring competent personnel within
its budget, and a lack of funding due to the Company's inability to raise
capital in the equity securities market. If no funding is received during the
next twelve months, the Company will be forced to rely on its existing cash in
the bank and funds loaned by the directors and officers. In such a restricted
cash flow scenario, the Company would be unable to complete its business plan
steps, and would, instead, delay all cash intensive activities. Without
necessary cash flow, the Company would be dormant during the next twelve months,
or until such time as necessary funds could be raised in the equity securities
market.
There are no current plans for research and development.
There are no current plans to purchase or sell any significant amount of fixed
assets.
The Company intends to hire an additional twenty three employees near the end of
the next twelve months.
Results of Operations
There were no revenues from sales for the period ended January 31, 1999. The
Company sustained no net loss for the period ended January 31, 1999.
Liquidity and Capital Resources
As of January 31, 1999, the Company had $4300 cash on hand and in the bank.
Currently, the Company maintains a sufficient positive cash balance for working
capital.
5
<PAGE> 6
ITEM 3
DESCRIPTION OF PROPERTY
The location of the Company's principal executive office is 8320 O'Connell Road,
El Cajon, CA 92021. The Company's principal executive office and telephone
number are provided by Nancy Davis, a Director of the Company, at no cost.
Management considers the Company's current principal office space arrangement
adequate for current and short-term estimated growth. There is no current rental
or lease agreement for the Company's executive offices.
ITEM 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth information on the ownership of the Company's
voting securities by Officers, Directors and major shareholders as well as those
who own beneficially more than five percent of the Company's common stock
through the most current date - February 28,1999:
<TABLE>
<CAPTION>
Title Of Name & Amount & Percent
Class Address Nature of owner Owned
- ----- ------- --------------- -----
<S> <C> <C> <C>
Common Nancy J. Davis 4,500,000 (a) 41.2%
8320 O'Connell Road
El Cajon, CA 92021
Common Stephen P. Huntley 4,500,000 (b) 41.2%
8320 O'Connell Road
El Cajon, Ca 92021
Total Beneficial Ownership by Officers &
Directors as a Group 9,000,000 82.4%
</TABLE>
(a) Ms. Davis received 50,000 shares of the Company's common stock in 1994
for services, another 50,000 shares were issued to her for services in
August 1998. 4,400,000 shares of the Company's common stock were issued
to her per a stock split on August 2, 1998.
(b) Mr. Huntley received 50,000 shares of the Company's common stock in 1994
for services, another 50,000 shares were issued to him for services in
August 1998. 4,400,000 shares of the Company's common stock were issued
to him per a stock split on August 2, 1998.
ITEM 5
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS,
AND CONTROL PERSONS
The Directors and Officers of the Company, all of those whose terms will expire
at the June 2000 shareholder meeting, or at such a time as their successors
shall be elected and qualified, are as follows:
6
<PAGE> 7
<TABLE>
<CAPTION>
Name & Address Age Position Date Elected & Served
- -------------- --- -------- ---------------------
<S> <C> <C> <C>
Nancy J. Davis 38 President, 6/14/94 - Current
8320 O'Connell Road Secretary,
El Cajon, CA 92021 Director
Stephen P. Huntley 45 Director 6/14/94 - Current
8320 O'Connell Road Treasurer
El Cajon, CA 92021
</TABLE>
Each of the foregoing persons may be deemed a "promoter" of the Company, as that
term is defined in the rules and regulations promulgated under the Securities
and Exchange Act of 1933.
Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and qualified. Officers appointed to
serve until the meeting of the Board of Directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.
Neither Ms. Davis nor Mr. Huntley hold directorships in any other reporting
company.
No Executive Officer or Director of the Corporation has been the subject of any
Order, Judgement, or Decree of any Court of competent jurisdiction, of any
regulatory agency enjoining him from acting as an investment advisor,
underwriter, broker or dealer in the securities industry, or as an affiliated
person, director or employee of an investment company, bank, savings and loan
association, or insurance company or from engaging in or continuing any conduct
or practice in connection with any such activity or in connection with the
purchase or sale of any securities nor has any such person been the subject of
any Order of a State authority barring or suspending for more than sixty (60)
days, the right of such a person to be engaged in such activities or to be
associated with such activities.
No Executive Officer or Director of the Corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.
No Executive Officer or Director of the Corporation is the subject of any
pending legal proceedings.
Resumes
Nancy J. Davis, President, Secretary & Director 1994-Current
1997-current Kawalec & Associates
Independent contractor providing information systems and public
accounting services.
1996 - 1997 Gulbransen, Inc., Inventory & Quality Control Specialist
Piano manufacturer/dealer. Responsible for implementing
inventory and quality control systems for manufacturing plant
and three retail stores.
7
<PAGE> 8
1992 - 1995 Fast Time Bar & Grill, Owner/Operator.
A "racing" theme restaurant and bar. Responsible for all aspects
of restaurant management including front of the house
operations, personnel supervision, purchasing and bar
management.
1981 - 1992 Greco Systems, Inc., IS Mgr ('81-'87), Manufacturing Mgr
('87-'92) Manufacturer NC/CNC products for the machine tool
industry. Responsible for all aspects of Information Systems and
Production departments including Inventory, Quality Control, and
Purchasing.
1978 - 1981 A.J. Frick & Associates, Draftsman Architectural and Civil
Engineering firm. Drafting and design layout.
Stephen P. Huntley, Treasurer & Director 1994 - Current
1998-Current Accent Presentations, Mounting & Laminations Specialist
Specialist in production of mass-market advertising graphics and
multi-media display presentation campaigns, primarily for
scientific, technical manufacturing, and biological companies.
Services include production of graphic materials for public
advertising, and presentation materials for initial public
offerings, national exhibits, scientific conventions and
large-scale corporate seminars.
1994 - 1997 Bank Of America, Courier
Commercial courier for bank and business account document
transfers.
1984 - 1994 Independent Contractor
Framing, roofing, and remodeling - commercial and residential
construction
ITEM 6
EXECUTIVE COMPENSATION
The company's current officers receive no compensation.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Name & Year Salary Bonus Other Restricted Options LTIP All other
principle ($) ($) annual stock SARs Payouts compen-
position compen- awards ($) sation ($)
sation ($) ($)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
N Davis 1997 -0- -0- -0- -0- -0- -0- -0-
President 1998 -0- -0- -0- -0- -0- -0- -0-
1999 -0- -0- -0- $1 -0- -0- -0-
</TABLE>
8
<PAGE> 9
<TABLE>
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
S Huntley 1997 -0- -0- -0- -0- -0- -0- -0-
Treasurer 1998 -0- -0- -0- -0- -0- -0- -0-
1999 -0- -0- -0- $1 -0- -0- -0-
</TABLE>
The number and value of the aggregate restricted stock holdings as of March 31,
1999 is 4,500,000 shares at $0.001 par value ($4,500.00). These shares consist
of the 100,000 shares of $0.00001 par value common stock issued to Ms. Davis &
Mr. Huntley (Directors) in August 1998 and 4,400,000 shares of the Company's
common stock issued to them per a forward stock split on August 2, 1998. The par
value of the shares was increased to $0.001 in October 1998. The Company has no
plans to pay dividends on the restricted stock. The restricted stock was issued
as a lump sum with no vesting schedule.
There are no current employment agreements between the Company and its executive
officers.
The Directors and Principal Officers have worked with no remuneration until such
time as the Company receives sufficient revenues necessary to provide proper
salaries to all Officers and compensation for Directors' participation. The
Officers and the Board of Directors have the responsibility to determine the
timing of remuneration based upon a positive cash flow to include sales,
estimated cash expenditures, accounts receivable, accounts payable, notes
payable, and a cash balance of not less than $10,000 at each month end. At this
time, management cannot accurately estimate when sufficient revenues will occur
to implement this compensation.
There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees of the Corporation in the event of retirement
at normal retirement date pursuant to any presently existing plan provided or
contributed to by the Corporation or any of its subsidiaries, if any.
ITEM 7
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Ms. Davis (Director, President & Secretary) received 50,000 shares of the
Company's common stock in 1994 for services, another 50,000 shares were issued
to her for services in August 1998. 4,400,000 shares of the Company's common
stock were issued to her per a forward stock split on August 2, 1998.
Mr. Huntley (Director & Treasurer) received 50,000 shares of the Company's
common stock in 1994 for services, another 50,000 shares were issued to him for
services in August 1998. 4,400,000 shares of the Company's common stock were
issued to him per a forward stock split on August 2, 1998.
ITEM 8
DESCRIPTION OF SECURITIES
The Company's Certificate of Incorporation authorizes the issuance of 20,000,000
Shares of Common Stock, .001 par value per share. There is no preferred stock
authorized. Holders of shares of Common Stock are entitled to one vote for each
share on all matters to be voted on by
9
<PAGE> 10
the stockholders. Holders of Common Stock have cumulative voting rights. Holders
of shares of Common Stock are entitled to share ratable in dividends, if any, as
may be declared, from time to time by the Board of Directors in its discretion,
from funds legally available therefor. In the event of a liquidation,
dissolution, or winding up of the Company, the holders of shares of Common Stock
are entitled to share pro rata all assets remaining after payment in full of all
liabilities. Holders of Common Stock have no preemptive or other subscription
rights, and there are no conversion rights or redemption or sinking fund
provisions with respect to such shares. All of the outstanding Common Stock is
fully paid and non-assessable.
PART II
ITEM 1
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER SHAREHOLDER MATTERS
The Company, upon approval of the SEC, will file for trading on the OTC
Electronic Bulletin Board which is sponsored by the National Association of
Securities Dealers (NASD). The OTC Electronic Bulletin Board is a network of
security dealers who buy and sell stock. The dealers are connected by a computer
network which provides information on current "bids" and "asks" as well as
volume information.
As of the date of this filing, there is no public market for the Company's
securities. As of February 28, 1999, the Company had 43 shareholders of record.
Currently 6,435,000 shares of the Company's common stock could be sold pursuant
to Rule 144 of the Securities Act. The remaining 4,500,000 shares of outstanding
common stock will remain restricted until August 2, 1999. The Company has paid
no cash dividends. The Company has no outstanding options. The Company has no
plans to register any of its securities under the Securities Act for sale by
security holders. There is no current public offering of equity. The Board will
be seeking methods of raising additional working capital during the next twelve
months. Methods under consideration by the Board include a loan from a financial
institution or a private equity or debt offering.
ITEM 2
LEGAL PROCEEDINGS
The Company is not currently involved in any legal proceedings and is not aware
of any pending or potential legal actions.
ITEM 3
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
CONTROL AND FINANCIAL DISCLOSURE
None.
10
<PAGE> 11
ITEM 4
RECENT SALES OF UNREGISTERED SECURITIES
On June 14, 1994, at a special meeting of the board of directors, the
shareholders authorized the issuance of 50,000 shares of common stock to each of
the officers and directors of the Company for a total of 100,000 Rule 144
shares. The Company relied upon Section 4(2) of Securities Act of 1993, as
amended (the "Act"). The Company issued the shares in satisfaction of management
services rendered to officers and directors, which does not constitute a public
offering.
From the period of approximately April 1, 1996 until April 30, 1996, the Company
offered and sold 43,000 shares of common stock for $0.10 per share to
non-affiliated private investors. The Company relied upon Section 4(2) of the
Securities Act of 1993, as amended. Each prospective investor was given a
private placement memorandum designed to disclose all material aspects of an
investment in the Company, including the business, management, offering details,
risk factors and financial statements. Each investor completed a private
placement subscription agreement and certified that they were purchasing the
shares for their own accounts, with investment intent. Each investor was either
accredited or sophisticated, having prior investment experience or education,
and having adequate and reasonable opportunity and access to corporate
information, and are therefore not in need of the protections afforded by the
Securities Act of 1933. This offering was not accompanied by general
advertisement or general solicitation and the shares were issued with a Rule 144
restrictive legend.
On August 2, 1998, the Board of Directors authorized the issuance of 50,000
shares of common stock to each of the officers and directors of the Company for
a total of 100,000 Rule 144 shares. The Company relied upon Section 4(2) of
Securities Act of 1993, as amended (the "Act"). The Company issued the shares in
satisfaction of management services rendered to officers and directors, which
does not constitute a public offering.
On August 2, 1998, a forward stock split of 44 to 1 was authorized, resulting in
a total of 10,935,000 shares of common stock issued and outstanding.
ITEM 5
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's By-Laws allow for the indemnification of Company Officers and
Directors in regard to their carrying out the duties of their offices. The
By-Laws also allow for reimbursement of certain legal defenses.
As to indemnification for liabilities arising under the Securities Act of 1933
for directors, officers or persons controlling the Company, the Company has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy and unenforceable.
11
<PAGE> 12
PART F/S
The audited financial statements of the Company and related notes which were
included in this offering have been examined by Barry L. Friedman, PC, and have
been so included in reliance upon the opinion of such accountants given upon
their authority as an expert in auditing and accounting.
PART III
EXHIBITS
<TABLE>
<S> <C> <C>
Exhibit A Financial Statements Included in Original Filing
Exhibit 2 Plan of acquisition, reorganization or liquidation None
Exhibit 3.(I) Articles of Incorporation Included in Original Filing
Exhibit 3.(ii) Bylaws Included in Original Filing
Exhibit 4 Instruments defining the rights of holders None
Exhibit 7 Opinion re: liquidation preference None
Exhibit 9 Voting Trust Agreement None
Exhibit 10 Material contracts None
Exhibit 11 Statement re: computation of per share earnings Included in Original Filing
Exhibit 14 Material foreign patents None
Exhibit 16 Letter on change of certifying accountant None
Exhibit 21 Subsidiaries of the registrant None
Exhibit 23.1 Consent of Barry L. Friedman Included in Original Filing
Exhibit 24 Power of Attorney None
Exhibit 27 Financial Data Schedule Included in Original Filing
Exhibit 28 Reports furnished to State insurance agencies None
</TABLE>
SIGNATURES
In accordance with Section 12 of the Securities and Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Sacio, Inc.
Date July 2, 1999 By /s/ NANCY J. DAVIS
------------------------ ---------------------------------
Nancy J. Davis, President & Director
Date July 2, 1999 By /s/ STEPHEN P. HUNTLEY
------------------------ ---------------------------------
Stephen P. Huntley, Director
12
