<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
SCHEDULE 13(D)
Under the Securities Exchange Act of 1934
International Environmental Management, Inc.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
45946H 1 0 5
----------
CUSIP Number
Daryl J. Hudson III
Tighe, Patton & Babbin, P.L.L.C
1042 31st Street, N.W.
Washington, DC 20007
Telephone: (202) 342-1700
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 1998/December 1999/January 2000
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ]
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, as amended (the "Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes)
<PAGE> 2
CUSIP NO. 45946H 1 0 5
--------------------------------------------------------------------------------
1) NAMES AND I.R.S. IDENTIFICATION NUMBERS OF REPORTING PERSONS
Global Capital Group, Inc.
--------------------------------------------------------------------------------
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 PROCEEDING [ ]
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION FLORIDA
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 225,000 shares of Common Stock
--------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH REPORTING - 0 -
--------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
PERSON WITH
225,000 shares of Common Stock
--------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
225,000 shares of Common Stock
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.5%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON CO
-2-
<PAGE> 3
\
CUSIP NO. 45946H 1 0 5
--------------------------------------------------------------------------------
1) NAMES AND I.R.S. IDENTIFICATION NUMBERS OF REPORTING PERSONS
Global Capital Management Group, Inc.
--------------------------------------------------------------------------------
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 PROCEEDING [ ]
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION FLORIDA
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 215,000 shares of Common Stock
--------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH REPORTING - 0 -
--------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
PERSON WITH
215,000 shares of Common Stock
--------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
215,000 shares of Common Stock
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.166%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON CO
-3-
<PAGE> 4
CUSIP NO. 45946H 1 0 5
--------------------------------------------------------------------------------
1) NAMES AND I.R.S. IDENTIFICATION NUMBERS OF REPORTING PERSONS
DVV Investments Inc.
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X] (b) [ ]
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS OO
--------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING [ ]
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION FLORIDA
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 180,000 shares of Common Stock
--------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH REPORTING - 0 -
--------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
PERSON WITH
180,000 shares of Common Stock
--------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
180,000 shares of Common Stock
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON CO
-4-
<PAGE> 5
CUSIP NO. 45946H 1 0 5
--------------------------------------------------------------------------------
1) NAMES AND I.R.S. IDENTIFICATION NUMBERS OF REPORTING PERSONS
Palmetto Art Associates, Inc.
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X] (b) [ ]
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS OO
--------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING [ ]
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION FLORIDA
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 130,000 shares of Common Stock
--------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH REPORTING - 0 -
--------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
PERSON WITH
130,000 shares of Common Stock
--------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
130,000 shares of Common Stock
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.33%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON CO
-5-
<PAGE> 6
CUSIP NO. 45946H 1 0 5
--------------------------------------------------------------------------------
1) NAMES AND I.R.S. IDENTIFICATION NUMBERS OF REPORTING PERSONS
Q Capital, Inc.
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X] (b) [ ]
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS OO
--------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING [ ]
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION FLORIDA
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 125,000 shares of Common Stock
--------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH REPORTING - 0 -
--------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
PERSON WITH
125,000 shares of Common Stock
--------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,000 shares of Common Stock
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.166%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON CO
-6-
<PAGE> 7
CUSIP NO. 45946H 1 0 5
--------------------------------------------------------------------------------
1) NAMES AND I.R.S. IDENTIFICATION NUMBERS OF REPORTING PERSONS
Opportunity International Group, Inc.
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X] (b) [ ]
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS OO
--------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING [ ]
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION FLORIDA
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 125,000 shares of Common Stock
--------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH REPORTING - 0 -
--------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
PERSON WITH
125,000 shares of Common Stock
--------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,000 shares of Common Stock
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.166%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON CO
-7-
<PAGE> 8
ITEM 1. SECURITY AND ISSUER
The class of securities to which this Statement on Schedule 13D relates to is
the common stock, no par value per share, of International Environmental
Management, Inc, ("IEMI") a Florida corporation, whose principal executive
offices are located at 5801 Wiley Street, Hollywood, Florida 33023.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is filed by Global Capital Group, Inc. ("Global"), a Florida
corporation, that has its principle business in consulting, financial services,
and venture capital formation. The address of Global Capital Group is 225 Mizner
Blvd, Boca Raton, Florida 33432. During the last five years, to the best of
Global's knowledge, neither Global nor any of its executive officers or
directors has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) nor has he been 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. All executive officers and directors are
citizens of the United States of America. Information as to each executive
officer and director of Global is set forth on Schedule A hereto and is
incorporated herein by reference.
This Schedule 13D is filed by Global Capital Management Group, Inc, ("Global
Capital") a Florida corporation, that is a holding company. The address of
Global Capital is 14999 W. Palmetto Park Road, Boca Raton, Florida 33486. During
the last five years, to the best of Global Capital's knowledge, neither Global
Capital nor any of its executive officers or directors has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) nor
has he been 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. All
executive officers and directors are citizens of the United States of America.
Information as to each executive officer and director of Global Capital is set
forth on Schedule A hereto and is incorporated herein by reference.
This Schedule 13D is filed by DVV Investments Inc. ("DVV"), a Florida
corporation, that has its principle business in private investments. The address
of DVV is 428 Wavecrest Ct, Boca Raton, Florida 33432. During the last five
years, to the best of DVV's knowledge, neither DVV nor any of its executive
officers or directors has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) nor has he been 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. All executive officers and directors
are citizens of the United States of America. Information as to each executive
officer and director of DVV is set forth on Schedule A hereto and is
incorporated herein by reference.
This Schedule 13D is filed by Palmetto Art Associates, ("Palmetto"), a Florida
corporation, that
-8-
<PAGE> 9
has its principal business as an art dealer and investment company. The address
of Palemetto is 3094 Westbury H, Deerfield Beach, Florida 33442. During the last
five years, to the best of Palemetto's knowledge, neither Palmetto nor any of
its executive officers or directors has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) nor has he been 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. All executive officers and
directors are citizens of the United States of America. Information as to each
executive officer and director of Palmetto is set forth on Schedule A hereto and
is incorporated herein by reference.
This Schedule 13D is filed by Q Capital, Inc. ("Q Capital"), a Florida
corporation, that is a private asset management company. The address of Q
Capital is 5551 Marbella Drive, Boca Raton, Florida 33433. During the last five
years, to the best of Q Capital's knowledge, neither Q Capital nor any of its
executive officers or directors has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) nor has he been 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. All executive officers and
directors are citizens of the United States of America. Information as to each
executive officer and director of Q Capital is set forth on Schedule A hereto
and is incorporated herein by reference.
This Schedule 13D is filed by Opportunity International Group, Inc ("Opportunity
Int"l"), a Florida corporation, that is a private asset management company. The
address of Opportunity Int'l is 9953 Ramblewood Drive, Coral Springs, Florida
33071. During the last five years, to the best of Opportunity Int'l's knowledge,
neither Opportunity Int'l nor any of its executive officers or directors has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) nor has he been 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. All executive officers and directors are citizens of the United
States of America. Information as to each executive officer and director of
Opportunity Int'l is set forth on Schedule A hereto and is incorporated herein
by reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source of funds for Global Capital Group, Inc., in its purchase of the stock
of IEMI is from working capital, and the amount of capital was $50,000.00
pursuant to Rule 144 of the Securities Act of 1933, and $10,000.00 pursuant to
Rule 504 of the Securities Act of 1933.
The source of funds for Global Capital Management Group, Inc., in its purchase
of the stock of IEMI is from working capital, and the amount of capital used was
$12,500.00 pursuant to Rule 144 of the Securities Act of 1933
-9-
<PAGE> 10
The source of funds for DVV Investments Inc., in its purchase of the stock of
IEMI is from working capital from Global Capital Group, Inc, and the amount of
capital was $10,000.00 pursuant to Rule 144 of the Securities Act of 1933.
The source of funds for Palmetto Art Associates, Inc., in its purchase of the
stock of IEMI is from working capital of Global Capital Group, Inc., and the
amount of capital was $7,500.00 pursuant to Rule 144 of the Securities Act of
1933.
The source of funds for Q Capital, Inc., in its purchase of the stock of IEMI is
from working capital of Global Capital Group, Inc, and the amount of capital was
$5,000.00 pursuant to Rule 144 of the Securities Act of 1933.
The source of funds for Opportunity International Group, Inc., in its purchase
of the stock of IEMI is from working capital of Global Capital Group, Inc., and
the amount of capital was $5,000.00 pursuant to Rule 144 of the Securities Act
of 1933.
ITEM 4. PURPOSE OF TRANSACTION.
All reporting persons identified in Item 2 acquired beneficial ownership of
their shares of Common Stock in IEMI for investment purposes, pursuant to Rule
504 of Regulation D of the Securities Act, as amended. The Reporting Persons
reserve the right, in view of overall market conditions, the continued
evaluation of the business and prospects of the Company, and other factors, in
open market of private transactions, to: (i) acquire direct or indirect
beneficial ownership of additional shares of Common Stock , (ii) to sell all or
some of their shares of Common Stock, or (iii) to otherwise trade in shares of
the Common Stock. Although none of the Reporting Persons have any plans or
proposals which relate to or would result in any transactions specified in
paragraphs (a) through (j) of this Item 4, the Reporting Persons may consider
plans or proposals relating to or resulting in one or more transactions in the
future depending upon factors then existing, such as the market for the Common
Stock, the Company's then prospects, and other factors deemed relevant from time
to time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Global Capital Group, Inc ("Global") owns 225,000 shares of Common Stock
representing approximately 7.5% of the issued and outstanding common stock,
based upon 3,500,000 issued and outstanding shares of common stock of the
Company. Global has the sole power to vote and direct the disposition of 225,000
shares of Common Stock in IEMI. There were no transactions in the class of
securities reported on that were effected during the past sixty days.
Global Capital Management Group, Inc ("Global capital") owns 215,000 shares of
Common Stock representing approximately 7.166% of the issued and outstanding
common stock, based
-10-
<PAGE> 11
upon 3,500,000 issued and outstanding shares of common stock of the Company.
Global Capital has the sole power to vote and direct the disposition of 215,000
shares of Common Stock in IEMI. There were no transactions in the class of
securities reported on that were effected during the past sixty days.
DVV Investments, Inc ("DVV") owns 180,000 shares of Common Stock representing
approximately 6% of the issued and outstanding common stock, based upon
3,500,000 issued and outstanding shares of common stock of the Company. DVV has
the sole power to vote and direct the disposition of 180,000 shares of Common
Stock in IEMI. There were no transactions in the class of securities reported on
that were effected during the past sixty days.
Palmetto Art Associates, Inc ("Palmetto") owns 130,000 shares of Common Stock
representing approximately 4.33% of the issued and outstanding common stock,
based upon 3,500,000 issued and outstanding shares of common stock of the
Company. Palmetto has the sole power to vote and direct the disposition of
130,000 shares of Common Stock in IEMI. There were no transactions in the class
of securities reported on that were effected during the past sixty days.
Q Capital, Inc ("Q Capital") owns 125,000 shares of Common Stock representing
approximately 4.166% of the issued and outstanding common stock, based upon
3,500,000 issued and outstanding shares of common stock of the Company. Q
Capital has the sole power to vote and direct the disposition of 125,000 shares
of Common Stock in IEMI. There were no transactions in the class of securities
reported on that were effected during the past sixty days.
Opportunity Int'l Group, Inc ("Opportunity Int'l") owns 125,000 shares of Common
Stock representing approximately 4.166% of the issued and outstanding common
stock, based upon 3,500,000 issued and outstanding shares of common stock of the
Company. Opportunity Int'l has the sole power to vote and direct the disposition
of 125,000 shares of Common Stock in IEMI. There were no transactions in the
class of securities reported on that were effected during the past sixty days.
The shareholders identified above comprise a group as that term is defined in
Section 13(d)(3) of the Exchange Act.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS TO SECURITIES OF THE ISSUER
On June 2, 1999, the Company entered into a Consulting Agreement with Global
Capital Management, Inc. ("Global"), whereby Global will offer strategic advice
regarding capitalization, capital structure, potential investors, corporate
transactions, in order to implement the Company's business plan. Pursuant to the
Consulting Agreement, Global received 200,000 shares of the Company's common
stock. In addition, Global received the right to purchase up to $950,000 of the
stock in the limited offering conducted by the Company in late 1999 and early
2000, pursuant to Rule 504 which stock was issued without restrictive legend.
The shares were
-11-
<PAGE> 12
issued effective January 29, 2000.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Letter of Agreement re: joint filing of Schedule 13D on behalf of all
undersigned parties.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
By: /s/ David Van Vort
-------------------------
David Van Vort
President, Global Capital
By: /s/ William Haynes
-------------------------
William Haynes
President, Global Capital Management Group, Inc
By: /s/ Jeff Monroe
-------------------------
Jeff Monroe
President, DVV Investments Inc.
By: /s/ Karina Vidal
-------------------------
Karina Vidal
President, Palmetto Art Associates, Inc.
By: /s/ Karina Vidal
-------------------------
Karina Vidal
President, Q Capital, Inc.
By: /s/ Rochelle Gross
-------------------------
Rochelle Gross
President, Opportunity International Group, Inc.
-12-
<PAGE> 13
SCHEDULE 1
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the name, business address and present
principal occupation or employment of each director and executive officer of the
Reporting Person.
<TABLE>
<CAPTION>
Name Present Occupation, including name of employer
---- -------------------------------------
<S> <C>
David Van Vort President, Global Capital Group, Inc, 225
Mizner Blvd, Boca Raton, Florida 33432.
William Haynes President, Global Capital Management, Inc.,
14999 W. Palmetto Park Road, Boca Raton,
Florida, 33486.
Jeff Monroe President, DVV Investments, Inc., 438
Wavecrest Ct., Boca Raton, Florida, 33432.
Karina Vidal President, Palmetto Art Associates, Inc.,
3094 Westbury H, Deerfield Beach, Florida, 33442.
Karina Vidal President, Q Capital, Inc., 5551 Marbella
Drive, Boca Raton, Florida, 33433.
</TABLE>
-13-
