SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
AMENDMENT NO. 1
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission file number: 0-17232
CAPITAL RESERVE CORPORATION
(Name of small business issuer in its charter)
COLORADO 84-0888594
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7860 E. BERRY PLACE, SUITE 215, ENGLEWOOD, COLORADO 80111
(Address of principal executive offices including zip code)
Issuer's telephone number, including area code: (303) 220-5030
Securities registered under Section 12(b) of the Exchange Act: NONE
Securities registered under Section 12(g) of the Exchange Act:
Title of class: CLASS A COMMON STOCK, NO PAR VALUE
COMMON STOCK PURCHASE WARRANTS
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to the filing requirements for the past 90 days. Yes _X_ No ___
Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.[ ]
Issuer's revenues for its most recent fiscal year. $8,268
Aggregate market value of the voting stock held by
non-affiliates of the registrant as of March 26, 1997: $ 136,784 (See Item 5)
Number of shares outstanding of registrant's Class A Common Stock,
no par value, as of March 24, 1997: 546,045
Documents incorporated by reference: NONE
Transitional Small Business Disclosure Format (check one): Yes ___ No _X_
Exhibit index on consecutive page 3 Page 1 of 21 Pages
1
<PAGE>
NOTE
Capital Reserve Corporation (the "Company") is filing this amendment to its Form
10-KSB for the fiscal year ended December 31, 1996, to include the Settlement
Agreement which was previously omitted pursuant to Reg. ss. 240.24b-2. The
Company withdrew its request for confidential treatment relating to Settlement
Agreement on April 28, 1997.
2
<PAGE>
<TABLE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
<CAPTION>
(a) Exhibits:
REGULATION CONSECUTIVE
S-B NUMBER EXHIBIT PAGE NUMBER
<S> <C> <C>
2.1 Stock Purchase Agreement dated July 29, 1994 (1)<F1> N/A
3.1 Articles of Incorporation, as amended (2)<F2> N/A
3.2 Amended Bylaws (9)<F9> N/A
4.1 Form of Warrant Agreement (3)<F3> N/A
10.1 Stock Exchange Agreement dated April 29, 1988, between the Company N/A
and the selling shareholders of First West Financial Services, Inc. and First
West Life Insurance Company (4)<F4>
10.2 Supplemental Agreement dated June 17, 1988, between the Company and N/A
the selling shareholders of First West Financial Services, Inc. (4)<F4>
10.3 Order of John Kezer, Insurance Commissioner of the State of Colorado N/A
dated June 29, 1988 (4)<F4>
10.4 Supplemental Agreement (A) dated June 21, 1988, between the Company N/A
and the selling shareholders of First West Financial (4)<F4>
10.5 Promissory Note payable to Joseph T. Flynn, Dennis G. Haley, and Donald N/A
Yee (5)<F5>
10.6 Promissory Note payable to the Company from Joseph T. Flynn and N/A
Jacqueline M. Flynn (5)<F5>
10.7 Real estate conveyance documents for purchase of 7860 E. Berry Place (6)<F6> N/A
10.8 Stock Purchase Agreement with Philip A. Bates dated December 1, 1993 N/A
(7)<F7>
10.9 Settlement Agreement and Mutual General Release by and between Joseph N/A
T. Flynn, Jacqueline M. Flynn, Capital Reserve Corporation, and Ralph
Newton (8)<F8>
10.10 Contract to Buy and Sell Real Estate for sale of 7860 East Berry Place. (10)<F10> N/A
10.11 Office Lease (10)<F10> N/A
10.12 Settlement Agreement 7
27 Financial Data Schedule 21
- ----------------------------
<FN>
<F1>
(1) Incorporated by reference to the Exhibits filed with the Company's Form 8-K dated October 14, 1994.
<F2>
(2) Incorporated by reference to the Exhibits previously filed with the
Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1990.
<F3>
(3) Incorporated by reference to the Exhibits filed with the Company's Registration Statement on Form S-18,
Registration No. 33-21118-D.
3
<PAGE>
<F4>
(4) Incorporated by reference to the Exhibits filed with the Company's Form 8-K dated June 30, 1988.
<F5>
(5) Incorporated by reference to the Exhibits previously filed with the
Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1988, as amended by Form 8 Amendment No. 1, dated May 15, 1989.
<F6>
(6) Incorporated by reference to the Exhibits previously filed with the
Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1991.
<F7>
(7) Incorporated by reference to the Exhibits previously filed with the
Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1993.
<F8>
(8) Incorporated by reference to the Exhibits previously filed with the
Company's Quarterly Report on Form 10- QSB for the quarter ended June
30, 1996.
<F9>
(9) Incorporated by reference to the Exhibits previously filed with the
Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1994.
<F10>
(10) Incorporated by reference to the Exhibits previously filed with the
Company's Quarterly Report on Form 10- QSB for the quarter ended
September 30, 1996.
</FN>
<CAPTION>
(b) The following reports on Form 8-K were filed during the last quarter of the period covered by this
report: None
</TABLE>
4
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CAPITAL RESERVE CORPORATION
Dated: May 1, 1997 By:/s/Ralph W. Newton, Jr.
Ralph W. Newton, Jr., President
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
/s/ Ralph W. Newton, Jr. May 1, 1997
Ralph W. Newton, Jr., Chairman of the Board of
Directors and President (Principal Executive,
Financial and Accounting Officer)
/s/Linda M. Opfer May 1, 1997
Linda M. Opfer, Director
<PAGE>
EXHIBIT 10.12
SETTLEMENT AGREEMENT
<PAGE>
SETTLEMENT AGREEMENT AND RELEASE
THIS SETTLEMENT AGREEMENT AND RELEASE (the "Agreement") is entered into
as of this ___ day of February, 1997 by and among the parties to a lawsuit filed
in the United States District Court for the District of Nebraska known as CURTIS
A. AND VICKI P. BROMM, ET AL. V. PREMIER CAPITAL INVESTMENT CORPORATION, ET AL.,
Case No. 4:95CV3327 (the "Lawsuit"). The parties to the Lawsuit and the parties
to this Agreement consist of the Plaintiffs as identified in Recital A below and
the Defendants as identified in Recital B below.
R E C I T A L S
A. Each of the Plaintiffs in the Lawsuit desire to compromise and
settle their claims against the Defendants and are entering into this Agreement
for such purpose. The Plaintiffs, who are all parties to this Agreement, are:
Curtis A. and Vicki P. Bromm, Individually and as custodians for Jolin,
Jina, Jenefer and Jaron Bromm, UGMA;
James P. and Linda Kay Bryant, Individually;
Harold and Merriam Cooperman, Individually;
Roger W. Evans, Individually and as a beneficiary;
Richard W. Everett, Individually;
Albert J. and Bessie B. Fritzler, Individually;
Beverly A. Fritzler, Individually;
Douglas E. Fritzler, Individually;
Douglas E. and Karen E. Fritzler, Individually;
Leon E. Fritzler, Individually;
William E. Fritzler, c/o Albert J. Fritzler, Individually;
Dale C. Hanson, Individually and as a beneficiary;
Greg A. and Karen M. Latham, Individually;
Merton B. and Sally Oden, Individually and as a beneficiary;
Lexie T. and Beverly J. Ramsey, Individually;
1 of 12
<PAGE>
Lyle L. Shaw, Individually and as a beneficiary;
Thomas H. and Aleta M. Stephens, Individually;
William G. Vaske, Individually and as a beneficiary;
Jerald H. Volin, Individually and as a beneficiary;
Jerald H. and Laura R. Volin, Individually;
Jerald H. and Ronald A. Volin, Individually;
Jerald H. and Steven J. Volin, Individually;
Jerald H. and Marilyn R. Volin, Individually;
F. Pace Woods III, Individually; and
James L. and Beverly J. Ziegenbein, Individually.
B. Each of the Defendants to the Lawsuit desire to compromise and
settle the claims of the Plaintiffs and enter into this Agreement for such
purpose. The entry by the Defendants into this Agreement is without any
admission of liability. The Defendants who are all parties to this Agreement
are:
Premier Capital Investment Corporation, a Colorado corporation;
Capital Reserve Corporation, a Colorado corporation;
Ralph W. Newton, Jr.;
Linda M. Opfer;
Henry W. Hall; and
Philip A. Bates.
NOW, THEREFORE, in consideration of the agreements contained herein,
the adequacy and sufficiency of which are hereby acknowledged, the parties to
this Agreement agree as follows:
CAPITAL RESERVE CORPORATION, RALPH W. NEWTON, JR. AND LINDA M. OPFER
1. Defendants Capital Reserve Corporation ("CRC"), Ralph W. Newton, Jr.
2 of 12
<PAGE>
("Newton") and Linda M. Opfer ("Opfer") shall pay and deliver to Harding Shultz
& Downs, on behalf of the Plaintiffs, as a group, a certified check in the
amount of One Hundred Thousand Dollars ($100,000). The $100,000 payment referred
to in this P. 1 may be paid by any one or all of CRC, Newton and Opfer and this
Agreement shall not fail for lack of consideration in the event of any one of
CRC, Newton and Opfer makes the entire $100,000 payment. The payment referred to
in this P. 1 shall be paid by CRC, Newton and/or Opfer within ten (10) days of
their receipt of a fully executed copy of this Agreement.
2. CRC shall pay to Harding Shultz & Downs on behalf of the
Plaintiffs, as a group, the sum of Eighty Thousand Dollars ($80,000) which shall
be payable at the rate of Five Thousand Dollars ($5,000) per month, the first
payment to be due the first day of the month which is ten (10) days after CRC's
receipt of a fully executed copy of this Agreement (the "Installment Payments").
Each $5,000 Installment Payment shall be due and payable on the first day of the
month and shall be paid to Plaintiffs' counsel, Harding Shultz & Downs at their
offices located at 800 Lincoln Square, 121 South 13th Street, Lincoln, Nebraska
68501. No interest shall accrue or be payable on the obligations contained in
this P. 2.
3. CRC shall execute and deliver to Harding Shultz & Downs on behalf
of the Plaintiffs a Consent to Entry of Judgment (attached hereto as Exhibit A,
which is hereby incorporated into this Agreement) in favor of the Plaintiffs
permitting entry of a Consent Judgment against CRC upon the terms and conditions
set forth herein. Such Consent to Entry of Judgment shall serve as a security
for the payments described in P. 2 above. The Consent to Entry of Judgment shall
be held by Harding Shultz & Downs, counsel for the Plaintiffs and shall be
entered only in the event CRC fails to make, on a timely basis, any Installment
Payment provided for in P. 2 of this Agreement. An Installment Payment shall be
3 of 12
<PAGE>
considered untimely in the event it is not received by Harding Shultz & Downs by
the tenth day of the month in which such Installment Payment is due. In such
event, and prior to any filing of the Consent to Entry of Judgment, the
Plaintiffs shall give ten (10) days written notice ("Notice") to CRC. The Notice
shall specify the Installment Payment which is untimely and the amount which is
due. CRC shall have ten (10) days from the date of the Notice in which to cure
the failure to make a timely payment, and in the event CRC does timely cure,
Plaintiffs shall not file the Consent to Entry of Judgment. The amount of the
Consent to Entry of Judgment at any given time shall be the full amount of the
remaining unpaid Installment Payments of P. 2. In the event of the failure of
CRC to timely make an Installment Payment and the failure of CRC to thereafter
cure an untimely payment, Plaintiffs may file the Consent to Entry of Judgment
in the United States District Court for the District of Nebraska, which shall
have jurisdiction to enter a Consent Judgment according to the terms and
conditions of the Consent to Entry of Judgment against CRC. CRC hereby waives
any objection to entry of a Consent Judgment provided, however, that prior to
entry of a the Consent Judgment, fifteen (15) days written notice of the filing
of the Consent to Entry of Judgment be provided to CRC. Upon payment of the
$80,000 in Installment Payments, Harding Shultz & Downs shall return the Consent
to Entry of Judgment to counsel for CRC, Dill Dill Carr Stonbraker & Hutchings,
P.C. CRC shall have the right to accelerate any Installment Payment.
HENRY HALL
4. Within ten (10) days after receipt of a fully executed copy of this
Agreement, Henry Hall ("Hall") shall pay and deliver to Harding Shultz & Downs,
on behalf of the Plaintiffs, as a group, the sum of $10,150 as follows:
a. A certified check in the amount of $10,000; and
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<PAGE>
b. A certificate(s) representing 55,425 shares of Class B
Common Stock (the "Class B Stock") of CRC together with a
Stock Power, duly endorsed in blank sufficient so as to permit
the transfer of such shares of Class B Stock to the
Plaintiffs.
5. Hall makes no representations and warranties regarding the value of
the Class B Stock, the ability of the Class B Stock to be converted to Class A
Common Stock (the "Class A Stock") of CRC or any other matter concerning CRC or
the Class B Stock. Hall makes the following disclosures (which are not intended
to be nor are they complete) regarding the Class B Stock:
a. The terms, conditions, rights, preferences and obligations
of the Class B Stock are governed by the Articles of
Incorporation, as amended, of CRC. Such Articles of
Incorporation, as amended, restrict the conversion of the
Class B Stock into Class A Stock; b. Hall has granted an
irrevocable proxy coupled with an interest to Ralph W. Newton,
Jr. over 29,175 shares of the Class B Stock to vote any and
all such shares of such Class B Stock standing in his name at
any and all meetings of the Shareholders or any adjournments
thereof. Such irrevocable proxy may follow the stock
certificate(s) upon transfer.
PHILIP BATES
6. Philip Bates ("Bates") shall pay and deliver to Harding Shultz &
Downs, on behalf of the Plaintiffs as a group, the sum of $10,050 as follows: a.
Bates shall execute and deliver a Promissory Note in the amount of Ten Thousand
Dollars ($10,000) with 0% interest payable over sixteen (16) months at the rate
of Six Hundred Twenty Five Dollars ($625) per month, the
5 of 12
<PAGE>
first payment to be due and payable on the first day of the
month which occurs ten (10) days after Bates receives a fully
executed copy of this Agreement. The Promissory Note shall be
secured by a Deed of Trust upon Bates' principal residence
located at 3254 Pepperwood Lane, Fort Collins, Colorado 80525.
Bates discloses to the Plaintiffs that such Deed of Trust is
not a first Deed of Trust on the property. b. Within ten (10)
days after receipt of a fully executed copy of this Agreement,
Bates shall deliver to Harding, Shultz & Downs, on behalf of
the Plaintiffs, 18,700 shares of Class B Stock of CRC,
together with a Stock Power, duly endorsed in blank sufficient
so as to permit the transfer of such shares of Class B Stock
to the Plaintiffs. Bates makes no representations and
warranties regarding the value of the Class B Stock, the
ability of such Class B Stock to be converted to Class A Stock
or any other matter concerning CRC or the Class B Stock. Bates
makes the following disclosures (which are not intended to be
nor are they complete) regarding the Class B Stock:
(i) The terms, conditions, rights, preferences and
obligations of the Class B Stock are governed by the
Articles of Incorporation, as amended, of CRC. Such
Articles of Incorporation, as amended, restrict the
conversion of the Class B Stock into Class A Stock;
(ii) Bates has granted an irrevocable proxy coupled
with an interest to Ralph W. Newton, Jr. over 18,700
shares of the Class B Stock to vote all such shares
at any and all meetings of Shareholders or any
adjournments thereof. Such irrevocable proxy may
follow the stock certificate(s) upon transfer.
6 of 12
<PAGE>
THE PLAINTIFFS
7. The payments and Class B Stock being delivered to Harding, Shultz &
Downs on behalf of the Plaintiffs, are being paid and delivered for the benefit
of the Plaintiffs as a group. The Plaintiffs shall determine among themselves
how such payments and Class B Stock are to be divided among them. Plaintiffs
shall have no claim on any of the Defendants for any asserted improper division
among the Plaintiffs of the payments and Class B Stock being paid and delivered
pursuant to P. 1 through P. 6 above.
8. Plaintiffs represent and warrant that they are represented by legal
counsel, Harding Shultz & Downs. Plaintiffs represent and warrant that in
entering into this Agreement, they have not relied upon any information, either
written or oral, except what is expressly set forth in this Agreement.
Plaintiffs represent and warrant that they have had the opportunity to seek
legal advice regarding entry into this Agreement from Harding, Shultz & Downs
and have, in fact, consulted with Harding, Shultz & Downs regarding entry into
this Agreement and are, in fact, entering into this Agreement after consultation
with Harding, Shultz & Downs and of their own free will.
9. Each Plaintiff identified in Recital A above, hereby releases and
forever discharges each of the Defendants identified in Recital B above, from
any all claims, causes of actions and demands which each such Plaintiff has or
may hereafter have relating to or arising out of any of the facts or matters
alleged in the Second Amended Complaint filed in this Lawsuit, except claims,
causes of actions and demands related to the Consent to Entry of Judgment
referred to in P. 3 and rights which the Plaintiffs receive pursuant to the
Promissory Note and the Deed of Trust referred to in P. 6 granted in favor of
the Plaintiffs by Bates.
7 of 12
<PAGE>
STIPULATION FOR DISMISSAL
10. Each of the parties to this Agreement (except Defendant Bates, who
shall execute the Stipulation For Dismissal With Prejudice on his own behalf)
hereby authorizes their respective legal counsel to execute a Stipulation For
Dismissal With Prejudice in the form attached to this Agreement as Exhibit B
(which Exhibit B is hereby incorporated into this Agreement) and to cause the
filing thereof with the United States District Court for the District of
Nebraska. Upon execution by all counsel, the Stipulation For Dismissal For
Prejudice shall be delivered to Dill Dill Carr Stonbraker & Hutchings, P.C. who,
upon delivery to Harding Shultz & Downs of the payments referred to in P. P. 1,
4 and 6a, the delivery to Harding Shultz & Downs of the Consent to Entry of
Judgment referred to P. 3, the delivery to Harding Shultz & Downs of the Class B
Stock referred to in P. P. 4b and 6b and the delivery to Harding Shultz & Downs
of the Promissory Note and the Deed of Trust referred to in P. 6a, may file the
Stipulation For Dismissal With Prejudice with the United States District Court
for the District of Nebraska.
MISCELLANEOUS
11. Except as required to comply with Court process or is otherwise
required by law, no party shall disclose any information about this Agreement or
any of the terms or provisions hereof, or any of the statements, negotiations or
proceedings connected herewith except (i) to their attorneys, accountants,
auditors and regulatory agencies; and (ii) to a Court of competent jurisdiction
for purposes of enforcing the terms of this Agreement.
12. All notices and other communications to be given under this
Agreement to any party shall be in writing and sent by letter or fax
transmission and shall be deemed to be duly given or made when delivered (in the
case of personal delivery), when dispatched, in the case of fax transmission,
provided that the sender has received a receipt indicating
8 of 12
<PAGE>
proper transmission and provided that a hard copy of such notice or
communication is forthwith sent by prepaid, registered, return receipt requested
mail, or ten (10) days after being deposited in the United States mail, postage
prepaid, return receipt requested, to such party at its address or fax number
specified below or such other address or fax number as such a party may
hereinafter specify for such purpose to the others by notice in writing as
follows:
In the case of notice to any or all of the Plaintiffs:
Harding, Shultz & Downs
800 Lincoln Square
121 South 13th Street
P.O. Box 82028
Lincoln, Nebraska 68501
Attention: Tim Engler, Esq.
Fax No. (402) 434-3030
In the case of notice to Capital Reserve Corporation, Ralph W. Newton,
Jr. and/or Linda M. Opfer:
Capital Reserve Corporation
7860 East Berry Place, Ste. 215
Englewood, Colorado 80111
Fax No. (303) 220-5635
With a copy to:
Dill Dill Carr Stonbraker & Hutchings, P.C.
455 Sherman Street, Ste. 300
Denver, Colorado 80203
Attention: John A. Hutchings, Esq.
Fax No. (303) 777-3823
In the case of notice to Henry W. Hall:
Henry W. Hall
1265 South Park Drive
Monument, Colorado 80132
Fax No. (719) 574-5888
9 of 12
<PAGE>
With a copy to:
C. Garald Sims, Esq.
Sims & Boster
1775 Sherman St., Ste. 2015
Denver, CO 80203
Fax No. (303) 830-0926
In the case of Notice to Philip Bates:
Philip Bates
3254 Pepperwood Lane
Fort Collins, CO 80525
Fax No. (970) 206-9880
13. This Agreement may be executed in several counterparts, each of
which shall be an original, but all of which together constitute one and the
same Agreement.
14. This Agreement represents the entire agreement among the parties
and may only be varied or amended by written document signed by each of the
parties hereto.
THIS AGREEMENT is entered into as of the day and year written above.
10 of 12
<PAGE>
PLAINTIFF'S SIGNATURE PAGE
CERTIFICATION
The undersigned hereby certifies that he/she has received, read and
understood the Settlement Agreement and Release, has had the opportunity to and
has, in fact, discussed the Settlement Agreement and Release with his/her
counsel, Harding Shultz & Downs, that the representations and warranties
contained in P. 9 of the Settlement Agreement and Release are true, correct and
accurate, that the undersigned is aware that the Settlement Agreement and
Release contains a release in favor of the Defendants from the undersigned and
that the undersigned is entering into this Settlement Agreement and Release of
his/her own free will after consultation with legal counsel.
/s/Curtis A. Bromm
Curtis A. Bromm, Individually
and as Custodian for Jolin,
Jina, Jenefer and Jaron Bromm, UGMA
/s/Vicki P. Bromm
Vicki P. Bromm, Individually
and as Custodian for Jolin,
Jina, Jenefer and Jaron Bromm, UGMA
11 of 12
<PAGE>
DEFENDANT'S SIGNATURE PAGE
CERTIFICATION
The undersigned hereby certifies that he/she is entering into this
Agreement upon his/her own free will intending to be bound by the provisions of
the Settlement Agreement and Release.
CAPITAL RESERVE CORPORATION
By:/s/Ralph W. Newton
Its:President
12 of 12
<PAGE>
Schedule of Plaintiffs and Defendants
Who Have Signed the Settlement Agreement
PLAINTIFFS
Curtis A. Bromm, Individually and as Custodian for Jolin, Jina, Jenefer and
Jaron Bromm, UGMA
Vicki P. Bromm, Individually and as Custodian for Jolin, Jina, Jenefer and Jaron
Bromm, UGMA
James F. Bryant, Individually
Linda Kay Bryant, Individually
Harold Cooperman, Individually
Merriam Cooperman, Individually
Roger W. Evans, Individually and as a beneficiary
Richard W. Everett, Individually
Albert J. Fritzler, Individually
Bessie B. Fritzler, Individually
Douglas E. Fritzler, Individually
Karen E. Fritzler, Individually
Leon E. Fritzler, Individually
William E. Fritzler, Individually
Dale C. Hanson, Individually and as a beneficiary
Greg A. Latham, Individually
Karen M. Latham, Individually
Merton B. Oden, Individually and as a beneficiary
Sally Oden, Individually and as a beneficiary
Lexie T. Ramsey, Individually
Beverly J. Ramsey, Individually
Lyle L. Shaw, Individually and as a beneficiary
Thomas H. Stephens, Individually
Aleta M. Stephens, Individually
William G. Vaske, Individually and as a beneficiary
Jerold H. Volin, Individually and as a beneficiary
Laura R. Volin, Individually
Ronald A. Volin, Individually
Steven J. Volin, Individually
Marilyn R. Volin, Individually
F. Pace Woods II, Individually
James E. Ziegenbein, Individually
Beverly J. Ziegenbien, Individually
DEFENDANTS
Premier Capital Investment Corporation
Philip A. Bates
Ralph W. Newton, Jr.
Linda M. Opfer
Capital Reserve Corporation
Henry W. Hall
19
<PAGE>
EXHIBIT 27
FINANCIAL DATA SCHEDULE
20
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET, CONSOLIDATED STATEMENTS OF OPERATIONS, CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY, CONSOLIDATED STATEMENTS OF CASH FLOWS, AND
THE NOTES THERETO, WHICH MAY BE FOUND ON PAGES F-1 THROUGH F-14 OF THE COMPANY'S
FORM 10-KSB FOR THE PERIOD ENDED DECEMBER 31, 1996, AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<EXCHANGE-RATE> 1
<CASH> 229,375
<SECURITIES> 106,491
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 345,144
<PP&E> 87,034
<DEPRECIATION> 34,678
<TOTAL-ASSETS> 421,607
<CURRENT-LIABILITIES> 245,890
<BONDS> 0
0
50,000
<COMMON> 3,138,102
<OTHER-SE> (3,012,385)
<TOTAL-LIABILITY-AND-EQUITY> 421,607
<SALES> 0
<TOTAL-REVENUES> 8,268
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 641,727
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (633,459)
<INCOME-TAX> 0
<INCOME-CONTINUING> (633,459)
<DISCONTINUED> 112,224
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (521,235)
<EPS-PRIMARY> (.93)
<EPS-DILUTED> (.93)
</TABLE>
