SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
April 19, 2000
Date of Report (Date of earliest event reported)
D-LANZ DEVELOPMENT GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-5367 11-1717709
(State or other jur- (Commission (IRS Employer
isdiction of incor- File Number) Identification No.)
poration)
400 GROVE STREET, GLEN ROCK, NJ 07452
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 457-1221
(Former name or former address, if changed since last report.) No change.
<PAGE>
Item 1. Change in Control of Registrant
(a) The Registrant has had a change in control. On April 19, 2000, the
Registrant acquired the assets of Eweb21, Inc., a Korean corporation, in
exchange for 14,880,000 shares of the Registrant's common stock, whereby control
of the Company has changed to the controlling shareholders of Eweb21, Inc.
(b) There are no arrangements by which a change in control will occur in the
future.
Item 2. Acquisition of Assets
On April 19, 2000, the Registrant acquired the assets of Eweb21, Inc.,
a Korean corporation, in exchange for 14,880,000 shares of the Registrant's
common stock, whereby control of the Company has changed to the controlling
shareholders of Eweb21, Inc. Eweb21, Inc.'s business provides services on the
internet under the names Eweb Mail, Eweb Commerce, Eweb Wizard and Eweb Find to
and for over 60,000 on line distributors through offices in London, U.K., Seoul,
Korea, Tokyo, Japan and Sydney, Australia.
The Agreement of Business Combination By Stock Exchange is
attached hereto as Exhibit 1.
For the next 12 months, the Company plans to devote the majority of its
efforts to (i) obtaining financing to expand Eweb21 Inc.'s distributor base, and
(ii) pursue the acquisition of necessary personnel and assets needed to continue
that expansion.
Item 3. Bankruptcy or Receivership
Not applicable.
Item 4. Changes in Registrant's Certifying Public Accountant.
Not applicable.
Item 5. Other events.
None reported.
Item 6. Resignations of Registrant's Officers and Directors.
On April 19, 2000, as a condition of, and as result of, the above
mentioned acquisition, Roger L. Fidler and Jay Hait resigned their respective
positions as officers and directors of the corporation after appointing their
replacements. The copies of the letters of resignation of Mr. Fidler and Mr.
Hait are attached heretoi as Exhibit 2a and 2b.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
The Balance Sheet for the acquired corporation, Eweb21, Inc., is
attached hereto as Exhibit 3.
Item 8. Change in Fiscal Year: Not applicable
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: May 19, 2000
D-LANZ DEVELOPMENT GROUP, INC.
BY:__s/Paul Lambert___________________
Paul Lambert
President
<PAGE>
EXHIBIT 1
AGREEMENT OF BUSINESS COMBINATION
BY STOCK EXCHANGE
AGREEMENT dated this 19th day of April, 2000, by and between EWEB21,
INC., a Korean corporation having its principal place of business at 21F
Techno-Mart, 546-4 Kui-dong, Kwangin-gu, Seoul, Korea 143-721 ("Seller" or the
"Company"), and D-LANZ DEVELOPMENT GROUP, INC., a Delaware corporation having
its principal address at 163 South Street, Hackensack, New Jersey 07601
("DLNZ").
W I T N E S S E T H
WHEREAS, Seller is desirous of exchanging all of its capital stock for
stock in DLNZ; and
WHEREAS, DLNZ is desirous of acquiring all of the issued and outstanding
capital stock of the Seller;
IT IS NOW THEREFORE AGREED that in consideration of the mutual covenants
and agreements hereinafter set forth, the parties hereto agree as follows:
1. Exchange of Stock.
1.1 Subject to the terms and conditions of this Agreement and the
performance by the parties hereto of their respective obligations hereunder,
Seller shall cause the Company to exchange, transfer, convey, assign and deliver
to DLNZ, and DLNZ shall receive, acquire and accept on the Closing Date (as such
term is hereinafter defined) all of the issued and outstanding capital stock of
Seller upon the terms and conditions set forth herein after.
1.2 The transfer of the Stock as herein provided shall be effected by
delivery of stock certificates representing all of the issued and outstanding
securities of the Seller, along with stock powers executed by all shareholders
of the Seller. Company covenants that (i) it will, at any time and from time to
time after the Closing Date, execute and deliver such other instruments of
transfer and conveyance and do all such further acts and things as may be
reasonably requested by DLNZ to transfer and deliver to DLNZ or to aid and
assist DLNZ in collecting and reducing to possession, any and all of the Assets;
(ii) DLNZ, after the Closing Date, shall have the right and authority to
collect, for the account of DLNZ, all checks, notes and other evidences of
indebtedness or obligations to make payment of money and other items which shall
be transferred to DLNZ as provided herein and to endorse with the name of
Company any such checks, notes or other instruments received after the Closing
Date; and (iii) Company will transfer and deliver to DLNZ any cash or other
property that Company may receive after the Closing Date in respect of or
arising out of the business conducted by Company. After the Closing Date, at
reasonable times and upon reasonable notice, Company shall have access to the
books and records conveyed to DLNZ hereunder, and DLNZ shall have access to any
minute books, stock books and similar corporate records retained by Company.
1.3 Company covenants that between the date hereof and the Closing Date
and, if reasonably requested by DLNZ, after the Closing Date, Seller shall use
its best efforts to obtain the consent of any parties to any contracts,
licenses, leases, commitments, sales orders, purchase orders or other agreements
being assigned by Company to DLNZ hereunder as shall be reasonable requested by
DLNZ. If any such required consent is not obtained, this agreement shall not
constitute an agreement to assign the instrument relating thereto, however
Seller shall cooperate with DLNZ in any reasonable arrangement to provide for
DLNZ the benefits under any such contract, license, lease, commitment, sales
order, purchase order or other agreement, including enforcement, at the cost and
for the benefit of DLNZ, of any and all rights of Company against the other
party thereto arising out of the breach or cancellation by such party.
2. Assumption of Liabilities. DLNZ assumes all liabilities of Company
set forth on the attached financial statement of the Seller attached hereto as
Exhibit A which the Seller represents and warrants to have not appreciably
changed from the date of issuance of said financial statement until the date of
Closing. If any material increase in total liabilities has occurred the Seller
will disclose the same in writing to DLNZ at or prior to closing.
3. Closing. The Closing hereunder (the "Closing") shall take place at
the offices of Roger L. Fidler, Esq., 163 South Street, Hackensack, NJ 07601 or
at such other place as may be agreed by DLNZ and Company on the Closing Date
chosen by the parties hereto not to be later than April 14, 2000 (the "Closing
Date").
4. Exchange Terms; Allocation.
4.1 In consideration of the exchange and transfer of the Assets herein
contemplated, on the Closing Date, DLNZ shall deliver to Seller's shareholders,
as set forth on Exhibit B, certificates for 14,880,000 shares of DLNZ's sole
class of common stock on the date of closing. Seller also acknowledges receipt
of $400,000 which Buyer acknowledges Seller has paid directly to Roger Fidler,
President of the Company in satisfaction of debt owed to Mr. Fidler by D-Lanz.
4.2 Upon the conclusion of this transaction, DLNZ represents that the
total number of issued and outstanding shares of DLNZ shall be no greater than
15,000,000 and that no other shares of any class or kind of DLNZ shall have been
issued.
5. Representations and Warranties of Seller. Seller hereby represents
and warrants as follows:
5.1 Company is a corporation duly organized, validly existing and in
good standing under the laws of Korea and has full power and authority to own
its properties and carry on its business as and in the places where such
properties are now owned or such business is now being conducted. On or before
closing, Seller shall establish to the satisfaction of DLNZ that it has title to
the Assets set forth on its financial statements. Complete and correct copies of
the Certificate of Incorporation of Company and all amendments thereto,
certified in each case by the appropriate agency of Korea, and of the By-Laws of
Company, and all amendments thereto, certified by the Secretary of Company, have
been or will be delivered to DLNZ on or prior to the Closing Date by Company.
Company is duly qualified to do business and is in good standing in all
jurisdictions in which such qualification is necessary because of the character
of the properties owned by it or the nature of its activities. Company has taken
no action and has not failed to take any action, which action or failure would
preclude or prevent DLNZ from conducting the business of Company in the manner
heretofore conducted.
5.2 Company has obtained written approval of all of its stockholders
and is thus empowered to enter into this transaction.
5.3 Seller has full power and authority, corporate and otherwise, to
enter into this agreement on behalf of the Company and to cause the Company to
assume and perform its, his or her obligations hereunder. The execution and
delivery of this agreement and the performance by Company of its obligations
hereunder have been duly authorized by the Board of Directors of Company and no
further action or approval, corporate or otherwise, is required in order to
constitute this agreement as a binding and enforceable obligation of Company.
The execution and delivery of this agreement and the performance by Company of
its obligations hereunder do not and will not violate any provision of the
Certificate of Incorporation or By-Laws of Company and do not and will not
conflict with or result in any breach of any condition or provision of, or
constitute a default under, or result in the creation or imposition of any lien,
charge or encumbrance upon any of the Assets by reason of the terms of any
contract, mortgage, lien, lease, agreement indenture, instrument, judgment or
decree to which Company is a party or which is or purports to be binding upon
Company or which affects or purports to affect any of the Assets.
5.4 No action, approval, consent or authorization, including but not
limited to any action, approval, consent or authorization by any governmental or
quasi-governmental agency, commission, board, bureau or instrumentality is
necessary as to Company in order to constitute this agreement as a binding and
enforceable obligation of Company in accordance with its terms.
6. Representations and Warranties of DLNZ. DLNZ hereby represents and
warrants that on the closing date all of the following will be true:
6.1 DLNZ is a corporation duly organized, validly existing and in good
standing under the laws of Delaware. DLNZ is not presently conducting any
business in any location. Complete and correct copies of the Certificate of
incorporation of DLNZ and all amendments thereto, certified in each case by the
Secretary of State of the State of New York, and of the By-Laws of DLNZ, and all
amendments thereto, certified by the Secretary of DLNZ, have been or will be
delivered to Company on or prior to the Closing Date by DLNZ. DLNZ will present
at closing a Certificate of good standing or its equivalent. DLNZ has taken no
action and has not failed to take any action, which action or failure would
preclude or prevent Company from conducting the business of Company in the
manner heretofore conducted.
6.2 DLNZ has no authorized or outstanding securities other than its
common stock, $.001 par value per share (the "Common Stock"), which consists of
15,000,000 authorized shares of which not more than 12,000,000 shares are
currently outstanding. Immediately prior to the transaction contemplated herein,
not more than 120,000 such will be issued and outstanding. All outstanding
Common stock is duly authorized, validly issued, fully-paid and non-assessable
(except for such statutory and constitutional obligations as may be imposed
notwithstanding full payment for and valid issuance of such shares), and there
are no presently issued or outstanding securities of DLNZ convertible into
common stock nor are there any outstanding options, warrants, agreements, rights
or commitments of any kind relating to the authorized but unissued Common Stock.
All transfer taxes, if any, with respect to transfers of securities of DLNZ made
prior to the date hereof have been paid. All of the common stock is owned, both
beneficially and of record, free of any security interests, liens, pledges,
claims, charges, escrows encumbrances, options, rights of first refusal,
mortgages, indentures, security agreements or other contracts (whether or not
relating in any way to credit or the borrowing of money) and the designated
owner thereof has the unrestricted right to vote such Common Stock.
6.3 DLNZ's Board of Director's will recommend to all shareholders, as
soon as practicable after receipt of Company's certified financial statements,
approval of the transaction contemplated herein and obtain written consent to
take such acts and actions as may be deemed necessary or advisable by counsel to
Company to fully empower DLNZ and its Board of Directors to enter into and
consummate this transaction.
6.4 DLNZ has full power and authority, corporate and otherwise, to
enter into this agreement and to assume and perform its, his or her obligations
hereunder. The execution and delivery of this agreement and the performance by
DLNZ of its obligations hereunder have been duly authorized by the Board of
Directors of DLNZ and no further action or approval is required in order to
constitute this agreement as a binding and enforceable obligation of DLNZ.
Written consent to this transaction from the majority shareholders of DLNZ will
be provided at Closing. Further, DLNZ will provide an opinion of counsel at
closing opining to the legality of the issuance of the shares, and the corporate
status of DLNZ. The execution and delivery of this agreement and the performance
by DLNZ of its obligations hereunder do not and will not violate any provision
of the Certificate of Incorporation or By-Laws of DLNZ and do not and will not
conflict with or result in any breach of any condition or provision of, or
constitute a default under, or result in the creation or imposition of any lien,
charge or encumbrance upon any of its assets by reason of the terms of any
contract, mortgage, lien, lease, agreement, instrument, judgment or decree to
which DLNZ is a party or which is or purports to be binding upon Company or
which affects or purports to affect any of its assets.
6.5 No action, approval, consent or authorization, including but not
limited to any action, approval, consent or authorization by any governmental or
quasi-governmental agency, commission, board, bureau or instrumentality is
necessary as to DLNZ in order to constitute this agreement as a binding and
enforceable obligation of DLNZ in accordance with its terms.
6.6 Since the date of the last financial statement attached hereto as
Exhibit A2, there have been no adverse changes in the financial condition,
assets, liabilities, properties or business of DLNZ and DLNZ has not:
6.7.1 authorized, issued, sold or converted any securities, or entered
into any agreement with respect thereto;
6.7.2 declared, set aside or made any dividend or other distribution or
purchased, redeemed or reclassified any of their capital stock or effected any
stock split, stock dividend, exchange or recapitalization or entered into any
agreement in respect of the foregoing, except that DLNZ has spun off all of its
assets to Global Agri-Med Industries, Inc. (the "Spin-off") which has also
assumed all liabilities except those which will be extinguished at closing,
namely debt owed to DLNZ President Roger Fidler;
6.7.3 incurred any damage, destruction or similar loss, whether or not
covered by insurance, materially affecting their businesses or properties;
6.7.4 sold, assigned or transferred. any of their tangible assets or
any patent, trademark, tradename, copyright, license, franchise, design or other
intangible assets or properties, except pursuant to the Spin-off;
6.7.5 mortgaged, pledged, granted or suffered to exist any lien or
other encumbrance or charge on any of their assets or properties, tangible or
intangible;
6.7.6 waived any rights of material value or canceled, discharged,
satisfied or paid any material debts or claims;
6.7.7 incurred any obligation or liability (absolute or contingent,
liquidated or unliquidated, choate or inchoate);
6.7.8 leased or effected any transfer of any of their assets or
properties, except pursuant to the Spin-off;
6.7.9 entered into, made any amendment of or terminated any lease,
material contract or license, except pursuant to the Spin-off;
6.7.10 amended their Certificate of Incorporation or By-Laws;
6.7.11 effected any change in their accounting practices,
procedures or methods;
6.7.12 became obligated to make any payment to any shareholder of DLNZ
in any capacity, or entered into any transaction of any nature with any
shareholder of DLNZ in any capacity;
6.7.13 increased the compensation payable to any of their directors,
officers or employees or became obligated to increase any such compensation;
6.7.14 entered into any transaction other than in the ordinary course
of business, or changed in any way any of their business policies or practices.
6.8 DLNZ is not a party to or has any contract or commitment of any
kind or nature whatsoever, written or oral, formal or informal, including,
without limitation, any lease, license, franchise, employment, maintenance,
consultant or commission agreement, pension, profit-sharing, bonus, stock
purchase, stock option, retirement, severance, hospitalization, accident,
insurance or other plan or arrangement involving employee benefits, contract
with any labor union or contract for services, materials, supplies, merchandise,
inventory or equipment, for the sale or purchase of any of its services,
products or assets, for the borrowing of money or for a line or letter of
credit, with any current or former director, officer or employee of DLNZ which
will be in effect on the Closing Date, with any government or agency thereof,
pursuant to which its right to compete with any entity or person in the conduct
of its business is restrained or restricted for any reason or in any way,
guaranteeing the performance, liabilities or obligations of any Entity or
person, for capital improvements or expenditures or with any contractor or
subcontractor for in excess of $100.00, for charitable contributions aggregating
in excess of $100.00, or involving in excess of $100.00 in cash over its term
(including any periods covered by any options to renew by any party).
6.9. DLNZ has no liabilities except as shown on its financial
statements, no contracts or other obligations whatsoever including any
contingent liabilities, except as changed pursuant to the Spin-off which, as at
the conclusion of the Closing will result in DLNZ being, more or less, a zero
asset, zero liability corporation.
7. Financial Statements.
Company shall deliver to DLNZ, as soon after the Closing Date as
practicable, but in no event more than 30 days after the Closing Date, certified
financial statements substantially confirming the representations made to date
regarding Company's financial condition, obligations and commitments. These
financial statements will be in a form acceptable to the United States
Securities and Exchange Commission for consolidation with DLNZ's financial
statements and will be in compliance with generally accepted accounting
principles and Regulation SX promulgated under the Securities Act of 1933, as
amended, and as it applies to corporations which have registered securities upon
Form 10 or Form 10SB under the 1934 Securities exchange Act. After closing, the
new management represents that it will timely file all forms required by the
United States Securities and Exchange Commission and shall promptly file for
listing on NASDAQ as soon as NASDAQ listing requirements are met.
8. Miscellaneous.
a) This Agreement shall constitute the entire agreement
of the parties hereto and may not be amended, except by written consent of the
parties hereto in writing executed by them.
b) This Agreement shall be construed according to the laws of the State
of New Jersey, except for the corporate law governing DLNZ as a Delaware
corporation, and shall be enforceable in the Chancery Division of the Superior
Court of New Jersey for Bergen County.
c) This Agreement shall inure to the benefit of the parties and their
successors in interest, if any, but shall not otherwise be assignable.
d) Where in this Agreement one gender or the other is used, of the
singular or the plural is used, and if to effect the intent of the parties
hereto the use of the other gender or number is needed then it is understood
that such gender or both or such number or both is implied.
e) This Agreement may be executed in counterparts and receipt of
facsimile transmission of signatures shall be sufficient to effect acceptance of
this Agreement, although the parties hereto agree to submit within a reasonable
time duplicate original signed copies of this Agreement to each other.
9. Indemnification.
Each party to this Agreement shall indemnify and hold harmless each other
party at all times after the date of closing against and in respect of any
liability, damage or deficiency, all actions, suits, proceedings, demands,
assessments, judgments, costs and expenses, including attorney's fees incident
to any of the foregoing, resulting from any misrepresentation, breach of
covenant or warranty for non-fulfillment of any agreement on the part of such
party under this Agreement, or from any misrepresentation in or omission from
any certificate furnished or to be furnished to a party hereunder. Subject to
the terms of this Agreement, the defaulting party shall reimburse the other
party or parties on demand for any reasonable payments made by said parties at
any time after the date of closing, in respect to any liability or claim to
which the foregoing indemnity relates, if such payment is made after reasonable
notice to the other party to defend or satisfy the same, and such party failed
to defend or satisfy the same.
10. Expenses. Seller shall pay all of its expenses of the transaction.
DLNZ shall pay for the Spin-off and the contemplated reverse split.
IN WITNESS WHEREOF THE PARTIES HERETO, HAVING BEEN DULY AUTHORIZED BY THEIR
RESPECTIVE BOARDS OF DIRECTORS, HAVE SET THEIR HANDS AND SEALS ON THE DATE FIRST
ABOVE WRITTEN.
D-LANZ DEVELOPMENT GROUP, INC. EWEB21, INC.
BY:__s/Roger L. Fidler_________ BY:__s/Paul Lambert_________
Roger L. Fidler Paul Lambert
PRESIDENT PRESIDENT
<PAGE>
EXHIBIT 1
<TABLE>
<CAPTION>
SHAREHOLDERS OF EWEB21, INC.
Shareholder-Name Shares Owned Shares to be
Address in EWEB21 exchanged in
DLNZ
Shareholders Number of shares
<S> <C>
Podilla Holdings Limited 3,541,134
Rudlm Oversea Limited 3,541,133
Ryptic Limited 3,541,133
Lambert Paul Robert 749,900
Oh Sea Hyoung 749,900
Spear Antony Wayne 749,900
Son Chang Yeon 450,000
Caribbean Golf Classics 286,900
Ilshin Investment Co Ltd. 172,500
Cho Hyo Sung 150,000
Priecella john 141,000
Priscella Jama L. 141,000
Miller Virgil 141,000
Samil Accounting Corp. 123,000
Lee Chang Yeoi 72,000
Oli Sea Kang 69,000
Lee Hen Yong 64,500
Kim Ki Sung 43,500
Rathcone Jersey Ltd. Pt. 728 30,000
Back Chang Hyun 16,500
Hen SanS1 Mi 15,000
Kirn II Seup 15,000
Choi Seung Keun 12,000
Priscella Sam 10,000
Priscella Emma 10,000
Priscella John I. Jr. l0,000
Priscella Jenifer 10,000
Kang IIse Won 9,000
Lee Koo Taek 7,500
Kirn Hae Won 7,500
Total 14,880,000
</TABLE>
<PAGE>
EXHIBIT 2(A)
April 19, 2000
Board of Directors
of D-Lanz Development Group, Inc.
400 Grove Street
Glen Rock, NJ 07452
RE: Resignation
Gentlemen:
Please be advised that effective at 5pm, EST, as of this date, I am
resigning as President and as a director of D-Lanz Development Group, Inc.
If I can be of any assistance in the transition to new management
please feel free to contact me at your convenience.
Yours truly,
S/Roger Fidler
Roger L. Fidler
<PAGE>
EXHIBIT 2(B)
April 19, 2000
Board of Directors
D-Lanz Development Group, Inc.
400 Grove Street
Glen Rock, NJ 07452
RE: Resignation
Gentlemen:
Please be advised that effective at 5pm, EST, as of this date, I am
resigning as Secretary of D-Lanz Development Group, Inc.
If I can be of any assistance in the transition to new management
please feel free to contact me at your convenience.
Yours truly,
S/Jay Hait
Jay Hait
<PAGE>
EXHIBIT 2C
April 19, 2000
Board of Directors
D-Lanz Development Group, Inc.
400 Grove Street
Glen Rock, NJ 07452
RE: Resignation
Gentlemen:
Please be advised that effective at 5pm, EST, as of this date, I am
resigning as Secretary of D-Lanz Development Group, Inc.
If I can be of any assistance in the transition to new management
please feel free to contact me at your convenience.
Yours truly,
S/Gerhard Krahn
Gerhard Krahn
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT 3
eWeb21 CORPORATION
Balance Sheet
April 30, 2000
Won(thousands) U.S. dollars(note1?)
(Unaudited)
Assets
Current assets:
<S> <C> <C> <C> <C>
Cash and cash equivalents (notes 2 and 9) W 619,278 $ 557,908
Short-term financial instrument (notes 3 and 5) 4,000,000 3,603,604
Accounts receivable (note 9) 1,012,727 912,367
Short-term loans (note 9) 2,509,670 2,260,964
Other current assets (note 4) 487,480 439,171
Total current assets 8,629,155 7,774,014
Investment (note 1?, 6):
Affiliated company 446,048 401,845
Total investment 446,048 401,845
Property and equipment (note 7):
Vehicles 103,771 93,487
Tools, furniture and fixtures 700,429 631,017
804,200 724,504
Less accumulated depreciation 111,472 100,425
Net property and equipment 692,728 624,079
Intangible fixed asset 33,456 30,141
Other assets (note 8) 1,436,293 1,293,958
W 11,237,680 $ 10,124,037
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
eWeb21 CORPORATION
Balance Sheet, Continued
Won(thousands) U.S. dollars(note1?)
(Unaudited)
Liabilities & Stockholders' equity
Current liabilities:
<S> <C> <C>
Accounts payable (note 9) W 78,879 $ 71,062
Short-term borrowings (notes 5 and 10) 5,140,000 4,630,631
Other payable 118,485 106,743
Other current liabilities 246,815 222,357
Total current liabilities 5,584,179 5,030,793
Long-term liabilities - -
Total liabilities 5,584,179 5,030,793
Stockholders' equity:
Common stock of W 5,000 par value
Authorized 568,677 shares at April 30, 2000 (note 11) 2,843,385 2,561,608
Capital surplus 3,938,374 3,548,085
Accumulated deficit 1,128,258 1,016,449
Total stockholders' equity 5,653,501 5,093,244
Commitment and contingencies (note 15) - -
W 11,237,680 $ 10,124,037
</TABLE>
<PAGE>
