SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Commission File No. 33-_______________
Note Bankers of America, Inc.
(Exact name of registrant as specified in its charter)
Texas
(State of Incorporation)
___________
(Primary Standard Industrial Classification Code Number)
84-0882076
(I.R.S. Employer Identification Number)
770 S. Post Oak Lane, Suite 690
Houston, TX 77056
713/840-0230
Facsimile 713/892-5435
(Address and telephone number of registrant's
principal executive offices)
SERVICES AGREEMENT
(Full title of plan)
E. Donald DeYoung
770 S. Post Oak Lane, Suite 690
Houston, TX 77056
713/840-0230
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Maximum Proposed
Offering Maximum
Title of Each Class of Price aggregate Amount of
Securities To Be Amount Being Per Share Offering Registration
Registered Registered (2) Price (2) fee
<S> <C> <C> <C> <C> <C>
Common Stock, Par Value $0.001 Per Share (1) 1,025,000 $ .02 $ 20,500 $6.21
</TABLE>
CALCULATION OF REGISTRATION FEE - NOTES THERETO
(1) The Company is to issue 1,025,000 shares of its common stock as
compensation for services to M. Stephen Roberts, Attorney at Law, pursuant to
a letter agreement dated August 4, 1997. Approximate date of proposed sale
pursuant to the plan: As soon as practicable after the Registration Statement
becomes effective.
(2) Calculated in accordance with Rule 457(h)(1) under the Securities Act of
1933, as amended, solely for the purpose of calculating the registration fee.
This registration statement, including all exhibits and attachments, consists
of 13 pages.
The exhibit index is on page 12.
<PAGE> Page 1 of 13
PART II
Item 3. Incorporation of Certain Documents by Reference.
The following documents which are filed with the Securities and Exchange
Commission are incorporated herein by reference in the registration statement
hereof:
(a)The Company's latest annual report on Form 10-K, or, if the financial
statements therein are more current, the Company's latest prospectus, other
than the prospectus of which this document is a part, filed pursuant to Rule
424(b) or (c) of the Securities Exchange Commission under the Securities Act
of 1933.
(b)All other reports filed by the Company pursuant to sections 13(a) or
15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the annual report or the prospectus referred to in (a) above.
(c)The descriptions of the Company's $0.001 par value common stock which
is contained in the Company's registration statements filed under section 12
of the Securities Exchange Act of 1934, including any amendment(s) thereto or
reports filed for the purpose of updating such descriptions.
(d)All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to
the filing of a post-effective amendment to the registration statement which
indicates that all of the shares of common stock offered have been sold or
which deregisters all of such shares then remaining unsold, shall be deemed to
be incorporated by reference in the registration statement and to be a part
hereof from the date of filing of such documents. Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this registration statement.
Item 4. Description of Securities.
Pursuant to the Company's Articles of Incorporation the authorized
capital of the Company consists of 500,000,000 shares of common stock, par
value $.001 per share, and 150,000,000 shares of preferred stock, without par
value (the "Preferred Stock"). The following description of certain of the
Company's securities is a summary, does not purport to be complete or to give
effect to applicable statutory or common law and is subject in all respects to
the applicable provisions of the Company's Articles of Incorporation and
information herein is qualified in its entirety by this reference.
Common Stock
Holders of Common Stock are entitled, among other things, to one vote per
share on each matter submitted to a vote of shareholders and, in the event of
liquidation, to share ratably in the distribution of assets remaining after
payment of liabilities. Holders of Common Stock have no cumulative voting
rights, and, accordingly, the holders of a majority of the outstanding shares
have the ability to elect all of the directors. Holders of Common Stock have
no preemptive or other rights to subscribe for shares. Holders of Common
Stock are entitled to such dividends as may be declared by the Board of
Directors out of funds legally available therefor.
<PAGE> Page 2 of 13
Preferred Stock
None of the authorized shares of Preferred Stock have been issued or are
outstanding. The Board of Directors has the authority to cause the Company to
issue up to the authorized number of shares of Preferred Stock in one or more
series, to designate the number of shares constituting any series, and to fix
the rights, preferences, privileges and restrictions thereof, including
dividend rights, voting rights, redemption and conversion rights and
liquidation preferences of such series, without further action by the
shareholders. The issuance of Preferred Stock with voting and conversion
rights may adversely affect the voting power of the holders of the Common
Stock. The Company has no present plan to issue any shares of Preferred
Stock.
The Articles of Incorporation of Note Bankers of America, Inc. are filed
herewith as Exhibit 3.3.
Item 5. Interests of Named Experts and Counsel.
M. Stephen Roberts, Esq., an attorney for the Registrant and the counsel
who has rendered an opinion as to the legality of the shares of the
Registrant's common stock to be offered by this Registration Statement, owns
1,025,000 shares of such stock which are being registered pursuant to this
Registration Statement. As of the date of this Registration Statement, such
shares have a fair market value of approximately $20,500.
Item 6. Indemnification of Officers and Directors.
(a)Article 2.02 of the Texas Business Corporation Act (the "TBCA")
provides that a Texas corporation shall have the power to indemnify directors,
officers, employees and agents and to purchase and maintain liability
insurance for those persons. Article 2.02-1 of the TBCA empowers the Company
to indemnify any director or officer for expenses, including attorneys fees,
judgments, fines and amounts paid in settlement actually and reasonably
incurred in the defense of any action, suit or proceeding in which such
director or officer is a party by reason of his position. In no event
however, shall a director or officer be entitled to indemnification in any
action, suit, or proceeding in which such director shall have been found not
to have acted in good faith and in the reasonable belief that his conduct as
such director was in the Company's best interests; and, in the case of an
officer of the Company, that such officer did not act in good faith and in the
reasonable belief that his conduct was at least not opposed to the Company's
best interests; and in the case of any criminal proceeding, such director or
officer had no reasonable cause to believe his conduct was unlawful.
Moreover, no director shall be indemnified for any obligations arising from
any action, suit, or proceeding in which (i) such director is found liable on
the basis that personal profit was improperly received by him, whether or not
the action resulted from an action taken in his official capacity, or (ii)
such director is found liable to the Company.
(b)The Company's Articles of Incorporation contain provisions eliminating
or limiting the liability of a director for an act or omission in his capacity
as director, however, those provisions do not eliminate or limit the liability
of a director for: (i) a breach of a director's duty of loyalty to the Company
or its shareholders; (ii) an act or omission not in Good faith or that
involves intentional misconduct or a knowing violation of the law; (iii) a
transaction from which a director received an improper benefit, whether or not
the benefit resulted from an action taken within the scope of the director's
office; (iv) an act or omission from which the liability of a director is
expressly provided for by statute; or (v) an act related to an unlawful stock
repurchase or payment of a dividend.
<PAGE> Page 3 of 13
The Company's Articles of Incorporation also provide that the Company
shall indemnify every director or officer, their heirs, executors and
administrators, to the full extent as provided by, and in accordance with
Article 2.02-1 of the TBCA.
The Articles of Incorporation of Note Bankers of America, Inc. are filed
herewith as Exhibit 3.3.
(c)The Company's Bylaws provide that the Company shall indemnify each
director or former director and each officer or former officer of the Company
and each person who is or who may have served at its request as a director or
officer of another corporation in which it owned shares of stock or of which
it is a creditor, or as a partner, venturer, proprietor, trustee, employee,
agent or similar functionary of another partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise against
judgments, settlements, penalties and reasonable expenses (including court
costs and attorneys' fees) incurred by him in connection with any claim made
against him or any action, suit, or proceeding in which he is or is threatened
to be made a named defendant or respondent by reason of his being or having
been such director or officer.
The Company shall indemnify such director or officer to the greatest extent
permitted by law for reasonable expenses incurred in connection with any
action, suit, or proceeding in which such director or officer has been wholly
successful in the defense of the proceeding, on the merits or otherwise,
except that if such action, suit, or proceeding was brought by or on behalf of
the Company, indemnification shall be limited to reasonable expenses actually
incurred by such director or officer with respect to such proceeding;
provided, however, that such indemnity shall be conditioned on the prior
determination by a majority of the Board of Directors or a committee thereof
who are not named defendants or respondents in such action, suit, or
proceeding, or special legal counsel appointed thereby, or, solely in the
event the Board of Directors is not able to act and unable to select special
legal counsel, by vote of those shareholders who are not also directors named
as defendant or respondent in such, action, suit, or proceeding, that such
director or officer has acted in good faith and in the reasonable belief as to
the best interests of the Company.
If any pending, threatened, or completed proceeding is settled, amounts paid
as indemnification of the settlement shall not exceed costs, fees and expenses
that would have been reasonably incurred if the action, suit or proceeding had
been litigated to a conclusion. The determination by the Board of Directors,
or by independent counsel, and the payment of amounts by the Company on the
basis thereof, shall not prevent a shareholder from challenging such
indemnification by appropriate legal proceedings. Neither shall a
determination by the Board of Directors, a committee thereof, or special legal
counsel appointed thereby, that indemnification is not permissible, prevent a
director or officer f rom challenging such determination by appropriate legal
proceedings. Reasonable expenses of a director or officer who was, is, or is
threatened to be made a named defendant or respondent in any proceeding shall
be paid in advance before any final disposition following appropriate written
request to the Company.
<PAGE> Page 4 of 13
The Company may purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee, or agent of the Company as a director,
officer, partner, venturer, proprietor, trustee, employee, agent or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other
enterprise, against any liability asserted against him in such a capacity or
arising out of his status as such a person, whether or not the Company would
have the power to indemnify him against that liability.
The Bylaws of Note Bankers of America, Inc. are filed herewith as Exhibit 3.3.
The foregoing rights and indemnification shall be construed in accordance
with the laws of the State of Texas presently in force and as hereinafter
amended. In all events, the Company's Bylaws shall be deemed to grant the
Company's directors and officers the maximum protection consistent with law
and shall be deemed amended from time to time to reflect any changes in such
law. The foregoing shall not be exclusive of any private contractual right of
indemnification, nor shall it limit the same; provided, however, such
contractual agreement shall not be inconsistent with the TBCA presently in
force or hereafter enacted.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibit index is filed on page 12 of the registration statement.
Item 9. Undertakings.
The undersigned Company hereby undertakes:
(1)To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement; and (iii)
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.
(a)Provided, however, that paragraphs (l)(i) and (l)(ii) do not
apply if the information required to be included in a post effective amendment
by those paragraphs is contained in periodic reports filed by the Company
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2)That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
<PAGE> Page 5 of 13
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold when all
options that have been and may be granted under the plan shall have expired or
terminated, have been exercised or cancelled, or upon termination of the
offering.
(4)That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Company's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the Securities Exchange Act of 1934) 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.
(5)Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the provisions described heretofore, or
otherwise, the Company has been advised 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. In
the event that a claim for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling preceding, submit to a court of appropriate jurisdiction the
question whether such indemnification by them is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it 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 or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, the State of Texas, on this
14th day of August, 1997.
NOTE BANKERS OF AMERICA, INC.
BY: /S/ E. Donald DeYoung
E. DONALD DEYOUNG, President
<PAGE> Page 6 of 13
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/S/ Allen E. Myers Chairman, Chief Executive August 14, 1997
Allen E. Myers Officer, Director, and
Principal Financial Officer
/S/ E. Donald DeYoung President and Director August 14, 1997
E. Donald DeYoung
/S/ Louis J. Blenderman Director August 14, 1997
Louis J. Blenderman
</TABLE>
<PAGE> Page 7 of 13
NOTE BANKERS OF AMERICA, INC.
DOCUMENTS CONSTITUTING A SECTION 10(a) PROSPECTUS
PURSUANT TO A FORM S-8 REGISTRATION STATEMENT
FILED AUGUST 15, 1997
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
SECURITIES THAT HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933
In connection with the Registration Statement on Form S-8 (the
"Registration Statement") filed by NOTE BANKERS OF AMERICA, INC. (the
"Company") with the Securities and Exchange Commission on August 15, 1997, the
following shall constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act of 1933:
0. GENERAL PLAN INFORMATION.
(a) The following letter agreement (the "Letter Agreement") between
the Company and M. Stephen Roberts, Esq. (the "Participant") with respect to
the payment of fees and the shares of the Company's common stock, $.001 par
value per share (the "Securities"), and the price per share at which the
Securities are to be issued to the Participant in payment of his fees is more
fully described in Exhibit "A" attached hereto and incorporated herein by
reference for all purposes:
<TABLE>
<CAPTION>
Name Fees Price per Share Number of Shares
- ------------------ ------- ---------------- ----------------
<S> <C> <C> <C>
M. Stephen Roberts $20,500 $ 0.02 1,025,000
- ------------------ ------- ---------------- ----------------
</TABLE>
(b) The Agreement constitutes an employee benefit plan as described
in Rule 405 promulgated under the Securities Act of 1933 (the "Plan"). The
Securities will be offered pursuant to the Plan.
(c) The general nature and purpose of the Plan is allow for the
payment of fees due and owing by the Company to the Participant in the form of
the Company's registered Securities. The Plan will terminate as soon after
September 1, 1997 as the Securities called for in the Plan have been issued to
the Participant, which date will not exceed October 31, 1997. It is not
contemplated that the Plan will be subject to modification or extension.
(d) The Plan does not have any administrators. However, the
Participant may contact the Company at the address or telephone number
described in Paragraph 11 below to obtain additional information about the
Plan.
(e) The Plan is not subject to the Employee Retirement Income
Security Act of 1974. The Participant is a consultant who has provided
provide bona fide services to the Company, none of such services being in
connection with the offer or sale of Securities of the Company in a
capital-raising transaction.
2. SECURITIES TO BE OFFERED. The Securities to be offered pursuant
to the Plan are shares of the Company's common stock, without par value per
share. The common stock of the Company has been registered under Section 12
of the Securities Exchange Act of 1934.
3. EMPLOYEES WHO MAY PARTICIPATE IN THE PLAN. Only the Participant
described above may participate in the Plan.
4. PURCHASE OF SECURITIES PURSUANT TO THE PLAN AND PAYMENT FOR
SECURITIES OFFERED.
<PAGE> Page 8 of 13
(a) The Participant may participate in the Plan only for so long as
it takes to file the Registration Statement and issue the Securities to the
Participant as called for herein. Thereafter, the Participant shall have not
any further interest in the Plan. The only Securities to be purchased by the
Participant are described herein or in the Agreement between the Company and
the Participant. The purchase price per share of the Company's Securities for
the Participant is as set forth above.
(b) Payment for the Securities to be purchased by the Participant
pursuant to the Plan will be the extinguishment of any further liability by
the Company to any said Participant with respect to the obligations described
herein.
(c) There will be no reports delivered to the Participant as to the
amounts and status of its account.
(c) The Securities will be issued to the Participant, who may sell
the Securities in the open market. The Company will receive no fees or other
compensation for the Securities other than the extinguishment of the debt to
the Participant as described herein.
5. RESALE RESTRICTIONS. There will be no restrictions on the resale
of the Securities by the Participant.
6. TAX EFFECTS OF PLAN PARTICIPATION. The receipt of the Securities
by the Participant will be the receipt of ordinary income since the Securities
will have been received by the Participant in exchange for services.
Consequently, the Participant will be taxed currently for the value of the
Securities pursuant to Section 61 of the Internal Revenue Code of 1986, as
amended.
7. INVESTMENT OF FUNDS. There is no provision under the Plan whereby
the Participant may direct the investment of all or any part of the assets
under the Plan.
8. WITHDRAWAL FROM THE PLAN; ASSIGNMENT OF INTEREST. The Participant
is not able to withdraw from, terminate, or assign its interest in the Plan.
9. FORFEITURES AND PENALTIES. There is no event which could, under
the Plan, result in a forfeiture by, or a penalty to, the Participant.
10. CHARGES AND DEDUCTIONS, AND LIENS THEREFOR. There are no charges
and deductions that may be made against the Participant, the Securities, or
assets of the Plan, or the creation of any lien on any funds, securities, or
other property held under the Plan.
11. INFORMATION CONTAINED IN THE REGISTRATION STATEMENT. The Company
shall furnish to the Participant, without charge, upon written or oral
request, the documents incorporated by reference in Item 3 of Part II of the
Registration Statement, all of such documents being incorporated by reference
in this Section 10(a) Prospectus. The Company shall also furnish to the
Participant, without charge, upon written or oral request, any other documents
required to be delivered to employees of the Company pursuant to Rule 428(b)
promulgated under the Securities Act of 1933. Any such request should be
directed to the Company at 770 S. Post Oak Lane, Suite 690, Houston, Texas
77056, telephone (713) 892-5433, and telecopier (713) 892-5435.
12. INFORMATION CURRENTLY FURNISHED. The Participant has been
furnished with a copy of the Company's Form 10-K for the fiscal year ended
June 30, 1996.
13. INFORMATION TO BE FURNISHED IN THE FUTURE. The Company shall
deliver to the Participant copies of all reports, proxy statements and other
communications distributed to its security-holders generally, and such
material shall be sent or delivered no later than the time that it is sent to
security-holders of the Company.
<PAGE> Page 9 of 13
Attachments:
Exhibit "A" - The Agreement
<PAGE> Page 10 of 13
NOTE BANKERS OF AMERICA, INC.
FORM S-8 PROSPECTUS
EXHIBIT "A"
LETTER AGREEMENT
M. Stephen Roberts
Attorney at Law
770 S. Post Oak Lane, Suite 515
Houston, Texas 77056
713-961-2696
FAX: 713-961-1148
August 4, 1997
E. Donald DeYoung
Note Bankers of America, Inc
770 S. Post Oak Lane, Suite 690
Houston, Texas 77056
Re: Fee Agreement regarding certain matters re Note Bankers of
America, Inc. ("NBA")
Dear Don:
As we discussed and as approved by the NBA board of directors, I
agree to take shares of the common stock of Note Bankers of America, Inc. in
payment of my non-refundable retainer and fee for representing NBA with
respect to identifying, negotiating, documenting, and closing a reorganization
transaction on behalf of NBA, which fee shall total $20,500, and which will be
registered pursuant to a Form S-8 Registration Statement. My fee covers all
work to be performed by me in connection with the transaction, but does not
cover billings for services previously rendered or to be rendered under
separate invoices for matters not related to the transaction. My fee also
does not include any filing fees or other expenses in connection with such
transaction or activities of NBA after closing. It is understood that the
stock I will receive will be valued at $0.02 per share and, as a result, I
will receive 1,025,000 shares. It is further understood that the Form S-8
Registration Statement will be filed immediately and that the shares of the
stock will be issued immediately upon the effectiveness of the Registration
Statement, and all other applicable laws and regulations. It is further
understood that the shares represent a non-refundable retainer which I am
entitled to keep regardless of the outcome of my work, time required by me to
accomplish the transaction or NBA's decision to abort the work or transaction,
to compensate me for my agreement to provide services in pursuit of NBA's
interests and for any loss of opportunity to accept other matters.
Very truly yours,
/s/ M. Stephen Roberts
M. Stephen Roberts
<PAGE> Page 11 of 13
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Description
<C> <S>
3.1 Bylaws of Note Bankers of America, Inc. filed as Exhibit 3(ii) to
Amendment No. 1 to Form 8-K, Commission File No. 0 - 12240 filed on
November 8, 1996, is incorporated herein by reference.
3.3 Articles of Incorporation of Note Bankers of America, Inc. filed as
Exhibit 3(i) to Amendment No. 1 to Form 8-K,, Commission File No. 0 -
12240 filed on November 8, 1996, is incorporated herein by reference.
5 Opinion and Consent of M. Stephen Roberts, Esq.
</TABLE>
<PAGE> Page 12 of 13
EXHIBIT 5
Law Offices of
M. Stephen Roberts
770 S. Post Oak Lane, Suite 515
Houston, Texas 77056
(713) 961-2696
FAX (713) 961-1148
August 13, 1997
Note Bankers of America, Inc.
770 S. Post Oak Lane, Suite 515
Houston, Texas 77056
Gentlemen:
You have requested my opinion with respect to the securities included in
the Company's registration statement on Form S-8 (the "Registration
Statement"), which will be filed with the Securities and Exchange Commission
in August, 1997.
In my role as counsel to the Company, I have examined the original or
certified copies of such records of the Company and such agreements,
certificates of pubic officials, certificates of officers or representatives
of the Company and others, and such other documents as I deemed relevant and
necessary for the opinion expressed in this letter. In such examination, I
have assumed the genuineness of all signatures on original documents and the
conformity to original documents of all copies submitted to me as conformed or
photostatic copies. As to various questions of fact material to such opinion,
I have relied upon statements or certificates of officials and representatives
of the Company and others.
The legal opinion expressed herein relates solely to Texas corporate law.
Based upon and subject to the foregoing, I am of the opinion that:
When the Registration Statement becomes effective under the Securities
Act of 1933, as amended, and the securities are issued and distributed as
contemplated in the Registration Statement, the securities will constitute
legally issued, paid and non-assessable securities of the Company.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. I giving such consent, I do not hereby admit that I
am included within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations promulgated thereunder.
Very truly yours,
/s/ M. Stephen Roberts, Esq.
M. Stephen Roberts, Esq.
