<PAGE> 1
SECURITY AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15 (d) of
The Securities Exchange Act of 1934
For the fiscal year ended : September 30, 1995
Commission File Number: 0-16472
AUTOMEDIX SCIENCES, INC.
Illinois 36-3021754
(State of Incorporation) (IRS Employer Identification No.)
2801 Barranca Parkway, Irvine, California 92714
(Address of Principal Offices) (Zip Code)
(714) 559-5300
Registrant's telephone number
Securities registered pursuant to Section 12(g) of the Act:
Common Stock $.01 Par Value
Title of Class
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 and 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes / / No / X /
As of September 30, 1995, the aggregate market value of the voting
stock held by non-affiliates of the Registrant was:
Common Stock $.01 par value $0.00
As of September 30, 1995, the Registrant had outstanding 12,500,000
shares of its $.01 par value Common Stock.
- 1 -
<PAGE> 2
PART I
ITEM 1. BUSINESS:
(a) General Nature and Development of Business
Automedix Sciences, Inc. (the Company) was incorporated pursuant to
the laws of Illinois on December 29, 1978 under the name Biomedics, Inc. Since
1986, the Company has been engaged in the development and manufacturing of two
indoyl hydroxylase (INDH) enzymes, which metabolize (decompose) indole
compounds, such as the amino acid L-tryptophan and the neurotransmitters
serotinin and melatonin in blood and tissues.
During the year ended September 30, 1992, the Company terminated
its operations, liquidated all assets and liabilities and only the Chairman and
some Board Directors remain to see if they can reenergize the Company by looking
for possible acquisitions or business combinations.
ITEM 2. PROPERTIES:
The Company moved to the Chairman's address of business located at
2801 Barranca Parkway, Irvine, California 92714.
ITEM 3. LEGAL PROCEEDINGS:
None.
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS:
None.
PART II
ITEM 5. MARKET FOR REGISTRANTS' SECURITIES AND RELATED SECURITY
HOLDER MATTERS:
There was no market for the Company's common stock at September 30,
1995.
ITEM 6. SELECTED FINANCIAL DATA:
<TABLE>
<CAPTION>
Years Ended September 30,
-------------------------
Period
From
Inception
1995 1994 1993 1992 1991 to 9/30/95
---- ---- ---- ---- ---- ----------
<S> <C> <C> <C> <C> <C> <C>
Statement of
Operations Data (1):
Interest income $ 0 $ 0 $ 0 $ 546 $ 10,352 $ 783,037
Net loss 0 0 58,610 137,280 323,549 5,924,059
Net loss per share .00 .00 .01 .02 .05 0.67
</TABLE>
- 2 -
<PAGE> 3
ITEM 6. SELECTED FINANCIAL DATA (CONT'D):
Balance Sheet Data: September 30,
<TABLE>
<CAPTION>
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Total assets $ 0 $ 0 $ 0 $ 0 $143,350
Capital lease
obligation 0 0 0 0 0
Stockholders' Equity 0 0 0 0 137,280
</TABLE>
(1) The selected financial data includes the financial information of
Automedix Sciences, Inc., from the date of its inception (October 18,
1984) to the date of its merger with the Company on March 25, 1987,
in a transaction accounted for as a pooling of interests.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS:
Since its inception, the Company has been primarily engaged in the
research and development of its proposed products and has not realized any
revenues from medical products sales.
The Company's primary source sponsored research and development
activities clinical trials with its Blood L - Tryptophan Depletion (BTD) device
and laboratory research studies with its enzymes - were suspended as of January
15, 1991 due to lack of available funds to support such activities. A government
sponsored research study with the Company's BTD devices was successfully
completed in June 1991.
Due to a lack of capital on March 31, 1992, the Company ceased all
further operations. Also effective on March 31, 1992, the Company's President,
Robert Murtfeldt, resigned his position with the Company. As of June 30, 1992,
the Company sold its property and equipment, liquidated all other assets and
paid all of its liabilities. The Board Chairman is still searching for
acquisitions or business combinations to reenergize the Company.
Liquidity and Capital Resources:
The Company liquidated all assets and settled all liabilities in the
fiscal year ended September 30, 1992, the Company has zero equity. There has
been no change in the Company's financial condition in the fiscal year ended
September 30, 1995, nor are there any events leading to acquisitions prospects
or business combinations.
Results of Operations, 1995 vs 1994:
The Company had no transactions during the fiscal years ended September
30, 1995 and 1994.
Results of Operations, 1994 vs 1993:
The Company had no activity during fiscal year ended September 30,
1994. However, the Chairman is still seeking business acquisitions or business
combinations.
Results of Operations, 1993 vs 1992:
The Company issued 5,861,000 shares of $.01 par value totaling $58,610
to several board members and a consultant for services rendered during the year
to seek acquisitions or business combinations. There were no transactions
pending from the above search activities.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA:
Financial statements are included on pages F-1 through F-8
- 3 -
<PAGE> 4
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE:
None.
PART III
ITEM 10. OFFICERS, DIRECTORS, KEY EMPLOYEES AND CONSULTANTS:
As of September 30, 1995, the only people that still remain with
the Company for the purpose of acquisitions or strategic partnering are:
Name Age Position with Company
---- --- ---------------------
Marvin P. Loeb 69 Chairman of the Board and Director
Richard Horowitz 55 Director
Bruce Barron 40 Director
Donald Baker 66 Director
All directors hold office until the next meeting of the shareholders of
the Company and until their successors have been elected and qualified. Officers
hold office at the discretion of the Board of Directors.
ITEM 11. MANAGEMENT RENUMERATION:
During the fiscal year ended September 30, 1995, there was no
compensation earned.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT:
Security Ownership of Certain Beneficial Owners. The following
table sets forth the name of the current directors and of beneficial owner of
more than 5% of the Company's voting stock known by the Company, the number
of shares beneficially owned as of December 31, 1995, and the percent of
the total shares outstanding so owned. The person named in the table has
sole investment and voting power in respect to the shares set forth opposite
his name, except as otherwise indicated.
- 4 -
<PAGE> 5
<TABLE>
<CAPTION>
Number of Shares Percent of
of Common Stock Outstanding Shares
Name Position Held Owned (1) Owned (1)
---- ------------- ---------------- ------------------
<S> <C> <C> <C> <C>
Marvin P. Loeb Chairman, 4,932,770 39.46%(2)
Bruce N. Barron Director 1,036,260 8.29%(3)
Don Baker Director 200,000 1.6%
Richard Horowitz Director 373,000 2.98%(4)
All Directors and 6,542,030 52.34%
Officers as a
Group (4 persons)
</TABLE>
(1) All shares are beneficially owned, and sole voting and investment power is
held, by the persons named except as otherwise noted.
(2) Includes 371,270 shares of Class B Common Stock and 108,500 shares of Common
Stock held by the Marvin P. Loeb Irrevocable Living Trust, of which Mr. Loeb is
the sole Trustee, and 190,000 shares of Class B Common Stock held by Mr Loeb as
Nominee, as to which he disclaims beneficial interest.
(3) Includes 14,000 shares of Class B Common Stock held by Mr. Barron's
immediate family. Does not include any shares held by the Marvin P. Loeb Trust,
of which members of Mr. Barron's immediate family, but not Mr. Barron, are
beneficiaries.
(4) Includes 173,000 shares beneficially owned by the law firm of Heller,
Horowitz & Feit, P.C., of which Mr. Horowitz is a principal.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS GENERAL:
The Board Director is still seeking to find equity capital or
acquisitions or strategic partnerships to reenergize the Company. In the future
these people may be compensated by the issuance of the Company's common stock
for past and future services. Please refer to transaction involving board
members receiving common stock for services rendered under management discussion
and analysis discussing results of operations for fiscal year ended September
30, 1993.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES & 8-K'S:
(a) Financial Statements:
(1) Reports of Independent Accountants.......................F-1
(2) Balance Sheet............................................F-2
(3) Statement of Operations..................................F-3
(4) Statement of Shareholders' Equity........................F-4
(5) Statement of Cash Flows..................................F-5
(6) Notes to Financial Statements.....................F-6 to F-8
- 5 -
<PAGE> 6
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES & 8-K'S (CONT'D):
(b) Reports on Form 8-K Filed During Last Quarter of Fiscal Year
None.
(c) Exhibits
Registrant hereby incorporates by references to the following documents
filed as a part of Form S-1 Registration Statement of Automedix Sciences, Inc.
declared effective on March 25, 1987 (2-93606).
3.1 Articles of Incorporation.
3.2 Amendment to Articles of Incorporation.
3.3 By-laws as amended.
3.4 June 19, 1986 Amendment to Articles of Incorporation.
4.2 Incentive Stock Option Plan.
10.1 Employment agreement between the Company and Robert P. Loeb.
10.3 Employment agreement between the Company and Robert L. Murtfeldt.
10.4 Consulting Agreements between the Company and Drs. Block, Schmer
and Babb.
10.6 December 29, 1978 Transfer Agreement between Babb, Scribner, Loeb
and Biomedics Partners.
10.8 Employment agreement between the Company and Robert P. Loeb.
10.10 Form of Exchange Offer to Shareholders of Automedix Sciences,
Inc.
10.11 July 1, 1981 Transfer Agreement between Trimedyne, Inc. and
Gottfried Schmer, M.D.
10.12 July 6, 1984 Addendum to July 1, 1981 Transfer Agreement.
10.13 Assignment of Patents from Trimedyne, Inc. to the Company.
10.14 December 19, 1984 Marketing Agreement between Haemonetics
Corporation and the Company.
10.15 R&D Contract Agreements of Drs. Block, Trentham and Scribner.
(d) Schedules
No schedules are included for the reasons that they are not required or
are not applicable or the required information is shown in the financial
statements and note thereto.
- 6 -
<PAGE> 7
ACCOUNTANTS' COMPILATION REPORT
Board of Directors
Automedix Sciences, Inc.
(a development stage company)
Irvine, California
We have compiled the accompanying balance sheet of Automedix Sciences,
Inc. (a development stage company) as of September 30, 1995 and related
statements of operations, changes in stockholders' equity and cash flows
for the twelve months then ended in accordance with Statements on
Standards for Accounting and Review Services issued by the American
Institute of Certified Public Accountants.
A compilation is limited to presenting in the form of financial statements
information that is the representation of management. We have not audited
or reviewed the accompanying financial statements and accordingly, do not
express an opinion or any form of assurance on them.
Culver City, California
August 13, 1996
F-1
<PAGE> 8
AUTOMEDIX SCIENCES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
SEPTEMBER 30, SEPTEMBER 30,
1995 1994
---- ----
<S> <C> <C>
Current assets:
Cash $ 0 $ 0
Certificates of deposit 0 0
Other current assets 0 0
----------- -----------
Total current assets 0 0
----------- -----------
Property, and equipment, net of accumulated
depreciation of $0 and $0 respectively 0 0
Other assets 0 0
----------- -----------
Total assets $ 0 $ 0
----------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 0 $ 0
----------- -----------
Total current liabilities 0 0
----------- -----------
Stockholders' equity:
Common stock $.01 par value, authorized, 20,000,000 shares
issued and outstanding 11,255,416 for each year 112,555 112,555
Class B Common stock, $.01 par value, authorized
2,250,000 shares issued and outstanding
1,244,584 shares for each year 12,445 12,445
Capital in excess of par value 5,799,059 5,799,059
Accumulated deficit during the development stage (5,924,059) (5,924,059)
----------- -----------
0 0
Total stockholders' equity 0 0
----------- -----------
Total liabilities & stockholders' equity $ 0 $ 0
----------- -----------
</TABLE>
See accompanying notes to financial statements
F-2
<PAGE> 9
AUTOMEDIX SCIENCES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Period From
Inception to
Years Ended September 30, September 30,
-------------------------
1994 1994 1993 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Income:
Interest $ 0 $ 0 $ 0 $ 783,037
Other 0 0 0 110,097
----------- ----------- ---------- ----------
0 0 0 893,134
----------- ----------- ---------- ----------
Cost and expenses:
Research and development $ 0 $ 0 $ 0 2,998,312
Salaries and wages 0 0 0 1,592,185
Legal and professional fees 0 0 0 505,659
Rent 0 0 0 161,902
Depreciation and amortization 0 0 0 227,287
Other general and administration
expenses 0 0 58,610 1,331,848
----------- ----------- ---------- ----------
0 0 58,610 6,817,193
----------- ----------- ---------- ----------
Net loss $ 0 $ 0 $ 58,610 $(5,924,059)
----------- ----------- ---------- ----------
Net loss per share $ .00 $ .00 $ (.01) $ (0.67)
----------- ----------- ---------- ----------
Weighted average common shares
outstanding 12,500,000 12,500,000 7,106,583 8,940,600
----------- ----------- ---------- ----------
</TABLE>
F-3
<PAGE> 10
AUTOMEDIX SCIENCES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
Deficit
<TABLE>
<CAPTION>
Class A Accumulated
Total Class B Redeemable Capital in During the Total Stock-
Common Stock Common Stock Common Stock Excess of Development Treasury Holders'
Shares Amount Shares Amount Warrants Par Value Stage Stock Equity
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
At September 30, 1992 5,394,416 53,945 1,244,584 12,445 0 5,799,173 (5,865,449) (114) 0
Common Stock issued for
compensation expense 5,861,000 58,610 0 0 0 0 0 0 58,610
Retired Treasury
Stock 0 0 0 0 0 (114) 114 0
Net Loss 0 0 0 0 0 0 (58,610) 0 (58,610)
---------- -------- --------- ------- ---- ---------- ----------- --- --------
At September 30, 1993 11,255,416 $112,555 1,244,584 $12,445 $ 0 $5,799,059 $(5,924,059) 0 $ 0
========== ======== ========= ======= ==== ========== =========== === ========
</TABLE>
Note:
At September 30, 1994 and 1995, same balances as September 30, 1993. There were
no transactions during the fiscal year ended September 30, 1994 and 1995.
F-4
<PAGE> 11
AUTOMEDIX SCIENCES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Period From
YEARS ENDED SEPTEMBER 30, Inception to
---------------------------- September 30,
1995 1994 1993 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ 0 $ 0 $(58,610) $(5,924,059)
Adjustments to reconcile net loss to
net cash used by operating activities
Depreciation and amortization 0 0 0 243,209
Loss on sale of property and
equipment 0 0 0 8,317
Compensation expense related to
issuance of stock 0 0 58,610 275,674
Other current assets 6,967
Other assets 45,560
Accounts payable 0 0 0 0
---- --- -------- -----------
Net cash used by operating
activities 0 0 0 (5,344,332)
---- --- -------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of certificates of deposits
and marketable securities 0 0 0 (3,599,636)
Redemption of certificates of deposits
and sale of marketable securities 0 0 0 3,599,636
Patents, licenses and organizational
costs 0 0 0 (32,827)
Disposals (purchase) of property and
equipment, net 0 0 0 (230,967)
---- --- -------- -----------
Net cash provided (used) investing
activities 0 0 0 (263,794)
---- --- -------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of ownership interests
prior to acquisition by Trimedyne 0 0 0 552,659
Proceeds from sale of common stock and
exercise of stock options 0 0 0 5,095,840
Capitalized lease obligations 0 0 0 79,263
Payments on capital lease obligations 0 0 0 (79,263)
Purchase of long-term deposit and other
assets 0 0 0 (40,259)
Repurchase of 113,880 shares of Class B
common stock 0 0 0 (114)
---- --- -------- -----------
Net cash (used) provided by financing
activities 0 0 0 5,608,126
---- --- -------- -----------
Net decrease in cash 0 0 0 0
Cash, beginning of period 0 0 0 0
---- --- -------- -----------
Cash, end of period $ 0 0 0 0
---- --- -------- -----------
</TABLE>
F-5
<PAGE> 12
AUTOMEDIX SCIENCES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 1995, 1994 AND 1993
NOTE 1 - THE COMPANY:
Automedix Sciences, Inc. (the Company) was incorporated in the State of
Illinois on December 29, 1978 under the name of Biomedics, Inc. The
Company changed its name to Trimedyne Biomedical, Inc. on August 17,
1984 after its acquisition by Trimedyne, Inc. (Trimedyne) in September
1980, and to Automedix Sciences on March 31, 1986. On March 25, 1987,
upon the completion of an initial public offer in of its stock (Note
5), the Company merged with Automedix, Inc. in a transaction accounted
for as a pooling of interests (Note 4). Also upon completion of the
public offering, Trimedyne distributed substantial all of its holdings
in the Company to Trimedyne's shareholders.
The Company and its predecessors' companies have been engaged only in
the organization and administration of research and development
activities conducted primarily through consulting arrangements and
under grants and contracts with university research institutions,
manufacturers and others. Under the terms of these arrangements grants
are paid directly by the Company to the beneficiary organizations. The
Company is entitled to the benefits of any technology developed, either
royalty-free or in return for royalties on future sales of products
developed and sold (Note 8).
In November 1990, the Company completed an in vivo study to further
determine CC CCCC the anticancer potential of its enzymes. In July
1991, the U.S. Government sponsored and completed an in vivo study to
determine the potential use of the CC CCCC Company's enzymes for
treating an immune disease. Continuance of the trial and further FDA
trial expansions are contingent upon raising additional capital.
In January 1991, all Company sponsored research programs, including the
Company's clinical trials, Company sponsored laboratory studies and
manufacturing of the Company's enzymes and BTD devices was suspended,
due to lack of available capital to support such activities.
Continuance of these activities is contingent upon raising additional
capital.
In the nine months ended June 30, 1992, the Company ceased operations,
liquidated all assets and liabilities, terminated all its employees and
vacated its offices. At September 30, 1992 only the Chairman and some
of the Board Directors remain to see if they can reenergize the Company
through acquisitions or strategic partnerships. There was no activity
during the fiscal year September 30, 1995.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Net Loss Per Share
Net loss per share is computed on the basis of weighted average shares
outstanding for each period presented, adjusted to give effect to stock
dividends. Common stock equivalents (options and warrants) have been
excluded from the calculation for all periods presented because they
were determined to be anti-dilutive.
Research and Development Costs
Research and development costs are expensed as incurred.
F-6
<PAGE> 13
AUTOMEDIX SCIENCES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 1995, 1994 AND 1993
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D):
Property and Equipment
Furniture, fixtures and equipment are recorded at cost and depreciated
on a straight-line basis over their estimated useful lives of five
years.
Statement of Cash Flows
Cash - for purposes of reporting cash flows, cash includes cash on
hand, amounts due from banks and short-term investments.
NOTE 3 - TRANSACTIONS WITH TRIMEDYNE, INC.:
For the period subsequent to its acquisition by Trimedyne, Inc.
(Trimedyne) on September 30, 1980 (Note 1) and prior to the completion
of its initial public offering on March 25, 1987 (Note 6),
substantially all of the Company's expenses were incurred by Trimedyne
on the Company's behalf or allocated to the Company by Trimedyne. As a
part of a negotiated settlement in fiscal year 1988, Trimedyne forgave
$102,871 due it for costs incurred by Trimedyne on behalf of the
Company at September 30, 1987.
NOTE 4 - COMMON STOCK:
At September 30, 1995, the Common Stock was worthless. There was no
market for the Company's common stock.
Shares of Common Stock and Class B Common Stock carry identical rights,
except that holders of Class B Common Stock are entitled to elect a
majority of the Company's Board of Directors; shares of Class B Common
Stock cannot be sold until after June 30, 1993; and the Class B Common
Stock is convertible on a share-for-share basis at any time into common
stock.
NOTE 5 - STOCK OPTIONS AND WARRANTS:
The Company currently has available for future grants no shares under
its Incentive Stock Option Plan. Non Incentive Qualified Options Price
Stock Stock Range Options Options
<TABLE>
<CAPTION>
Non
Incentive Qualified
Options Price Stock Stock
Range Options Options
------------- --------- ---------
<S> <C> <C> <C>
Outstanding at September
30, 1993, 1994 and 1995..... $0.05 NONE NONE
---- ----
</TABLE>
During the fiscal year ended September 30, 1992, both options had
expired as a result of all employees terminated during the second and
third quarter of 1992.
The Company issued a total of 3,450,000 Class A Warrants in connection
with its initial public offering. As of September 30, 1992, all Class A
Warrants had expired.
F-7
<PAGE> 14
AUTOMEDIX SCIENCES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 1995, 1994 AND 1993
NOTE 6 - INCOME TAXES:
As of September 30, 1995, the Company has net operating loss
carryforwards available of approximately $4,636,000 and $4,641,000 for
financial reporting and federal income tax purposes, respectively. The
difference in net operating losses for financial reporting and federal
income tax purposes is caused by timing differences in the recognition
of various expenses which, in certain instances, have been capitalized
for tax purposes. If not applied against future taxable income, the
loss carryforwards will expire from 2003 to 2009. The amount of loss
carryforwards that can be utilized against income in any given year is
subject to an annual limitation triggered by the change in the
Company's ownership during 1987. No tax benefit relating to the losses
has been recorded, as its realization cannot be assured.
NOTE 7 - COMMITMENTS:
Beginning July 1, 1992, the Company's facilities were relocated to the
Board Chairman's Business location. As of September 30, 1995, there
were no company commitments for rent, or any contingent liabilities.
F-8
<PAGE> 15
SIGNATURES
Pursuant to the requirements of Section 13 or Section 15 (d) of the
Securities Exchange Act of 1934, this report has been signed below by
the following persons on behalf by the Registrant and in the capacities
and on the dates indicated:
Signatures Title Date
---------- ----- ----
____________________________ Chairman and Director August 14, 1996
Marvin P. Loeb Chief Executive Officer
(Principal Financial
& Accounting Officer)
F-9
<PAGE> 16
SIGNATURES
Pursuant to the requirements of Section 13 or Section 15 (d) of the
Securities Exchange Act of 1934, this report has been signed below by
the following persons on behalf by the Registrant and in the capacities
and on the dates indicated:
Signatures Title Date
---------- ----- ----
/s/ Marvin P. Loeb
____________________________ Chairman and Director August 14, 1996
Marvin P. Loeb Chief Executive Officer
(Principal Financial
& Accounting Officer)
/s/ Richard F. Horowitz
____________________________ Director September 13, 1996
Richard F. Horowitz
/s/ Bruce Barron
____________________________ Director September 13, 1996
Bruce Barron
____________________________ Director
Don Baker
<PAGE> 17
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
27 FINANCIAL DATA SCHEDULE
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the balance
sheet at Sept. 30, 1995 and statements of operations for fiscal year ended Sept.
30, 1995 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> DOLLARS
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-START> OCT-01-1994
<PERIOD-END> SEP-30-1995
<EXCHANGE-RATE> 1
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 5,924,059
<OTHER-SE> (5,924,059)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> $.00
<EPS-DILUTED> $.00
</TABLE>
