UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the year Ended April 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) FOR THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the Transition Period From ____________________ to _________________.
Commission File Number: 0-13628
TRIDON ENTERPRISES INCORPORATED
(Exact name of registrant as specified in its charter)
Colorado 13-3183646
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
136 South Palm Drive, Suite 105, Beverly Hills, CA 90212
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:
(310) 858-7123
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Shares, par value $.001 per share
Indicate by a check mark whether the Registrant (1) has filed all reports
required to be filed by section 12 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes X No .
At April 30, 1997, there were 31,625,734 shares outstanding of the Registrant's
common stock, $.001 par value.
<PAGE>
TABLE OF CONTENTS
Item Page
Item 1. Business 3
Item 2. Properties 5
Item 3. Legal Proceedings 5
Item 4. Submission of Matters to a Vote of Security Holders 5
Item 5. Market for the Registrant's Common Stock and Related
Securities Matters 6
Item 6. Selected Financial Data 7
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 7
Item 8. Financial Statements (sub pages 1-16) 9
Item 9. Disagreements on Accounting and Financial Disclosure 24
Item 10. Directors and Officers of the Registrant 24
Item 11. Executive Compensation 24
Item 12. Security Ownership of Certain Beneficial Owners and Management 25
Item 13. Certain Relationships and Related Transactions 25
Item 14. Exhibits, Financial Statement, Schedules, and Reports on
Form 8K 26
<PAGE>
PART I
ITEM 1. BUSINESS
General Development of Business
On October 10, 1989, a special meeting of the shareholders of Hammer Computer
Systems, Inc. (HCSI), a Colorado Corporation incorporated in 1983, was held to
consider and vote to ratify an Agreement and Plan of Merger, signed on February
22, 1989, to merge HCSI with Tridon Development Corporation, a Missouri
Corporation, organized in 1988. Under the Agreement and Plan of Merger, Tridon
Development Corporation was merged into HCSI, HCSI being the surviving
Corporation. HCSI amended the Articles of Incorporation, changed the name of
HCSI to Tridon Corporation. These propositions were passed by the shareholders
on October 10, 1989.
Pursuant to the Plan of Merger, HCSI exchanged 600 shares of common stock in
HCSI for each of 30,000 shares of common stock of Tridon Development Corporation
outstanding. This increased the outstanding shares of common stock in Tridon
Corporation from 17,270,433 to 35,270,433. Authorized shares of common stock
remained at 100,000,000.
Hammer Computer Systems, Inc. a Colorado Corporation had been inoperative since
August, 1986, at which time it suspended all operations and ceased doing
business due to low sales levels and continuing losses, the Company was unable
to remain in business.
In 1991 Paul Ebeling, the Company's CEO, identified a market for a non-surgical
hair replacement prosthesis to be used by medical doctors to correct
unsuccessful scalp reduction surgery, unsuccessful hair transplant surgery and
the unsuccessful application of prescription drugs. The Company embarked on
developing a process for manufacturing the prosthesis. The management of the
Company estimates that it will require approximately $500,000 in working capital
to successfully start the manufacturing process.
Toward this end, the Board Of Directors on February 10, 1992, authorized the
issuance of convertible promissory notes. The proceeds of the notes were used
to develop suitable reliable marketable product and for operating capital to
fund development and various corporate expenses. The interest is 6% per annum
to be paid only if called by the Company or redeemed by the holder three years
subsequent to issue. Accrued interest on any portion of the loan converted to a
new issue of preferred stock shall be forfeited at the time of conversion.
The principle of the notes is convertible into preferred stock at the rate of
one share of preferred for each $1.00 note purchased. Notes totaling $48,000 in
principle have been issued as of April 30, 1994.
The Company announced on September 21, 1993, the appointment of Harold A.
Lancer, M.D. as Medical Director of its Vertex Hair System. Dr Lancer is a
Fellow of the American Academy of Dermatology. A native of Montreal, Quebec,
Canada, he was educated at Brandeis University, the University of California at
San Diego Medical School, Harvard University Medical School, Tel Hashomen
Hospital, Israel and St. Johns Hospital for Diseases of the Skin, London,
England. Dr. Lancer has international experience in the specialities of
dermatology and cosmetic surgery. Dr. Lancer authored and presented a paper on
the Vertex Hair System to the Pacific Dermatological Society in Monterey,
California on September 10, 1993. Dr. Lancer is a member of the the medical and
scientific team developing Vertex(R) products.
The Company formalized its relationship with California Cybernetics Corporation
for the implementation of its design, engineering, manufacturing and software
applications for its computer-aided flexible manufacturing processes. All
patentable aspects, including software and programming, of California
Cybernetics' work for the Company's Vertex(R) system are the sole property of
Tridon Enterprises Incorporated.
Management, Dr. Lancer and California Cybernetics Corporation are confident that
they can successfully develop Vertex(R).
On January 20, 1994 the stockholders of the Company in a special meeting
approved a $1,000,000 offering of 7% cumulative convertible preferred stock. On
June 7,1994, the Company issued a private placement memorandum for the offering.
Subsequent to July 31, 1995 the Company received $188,000 for the purchase of
the preferred stock. The Company plans to use the proceeds of this placement
for the development of the first flexible manufacturing devise for Vertex(R).
The Vertex does not have a base as used in normal hairpieces, but the hair
appears to be growing directly from the scalp and there is no feeling of an
object on one's head. Vertex(R) has 100% adhesion and can remain on for
approximately one month with no special maintenance, after which it is replaced.
Through Vertex's(R) unique locking system, human hair fibers are attached
directly to synthetic skin. The substrate is virtually invisible. The
synthetic skin is also moisture vapor permeable. It also may reduce the effect
of the sun's damaging ultraviolet rays. Using advancements in computer-aided
flexible manufacturing, Vertex(R) can be made consistently and less expensively
than competitive products. With programmed information about a person's skin,
natural hair, age and body chemistry, robotics manufacturing allows an
individual to obtain the Vertex(R) on short notice, from anywhere in the world.
Prototypes were completed in the summer of 1994. Initial clinical tests were
completed and the professional paper written by Dr. Lancer later in the year.
Development is continuing. In February 1997 the Company began an 18-month
testing project in preperation for a market roll out of Vertex Hair for Men. On
Februrary 25, 1997 the company incorporated Vertex Corporation, a Neveda
corporation, as a wholly-owned subidiary.
On June 6, 1993, Tridon issued 2,000,000 shares of its common stock in exchange
for 100% of the common shares (10,000,000) of Polaris Pictures Corporation
(Polaris), a California Corporation, pursuant to a Memorandum of Agreement dated
June 1, 1992. On April 29, 1995 Tridon irrevocably transferred to a trust 100%
of its shares of Polaris.
ITEM 2. PROPERTIES
On August 15, 1993, the registrant leased office space from Palm Plaza
Associates, for space located 136 South Palm Drive, Beverly Hills, California
for $1600 per month. The aforementioned lease expired on August 14, 1994 and
continued on a month to month basis at the rate of $1,550 per month through
April 30, 1996. The Company now rents office space from Paul Ebeling at the
same location for $600.00 per month on a month to month basis.
ITEM 3. LEGAL PROCEEDINGS
There are no legal proceedings pending or threatened against the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
As explained in ITEM 1, on October 10, 1989 the shareholders approved a merger
of Tridon Development Corporation into HCSI with HCSI changing its name to
Tridon Corporation.
On January 20, 1994 the shareholders approved an amendment to the Articles of
Incorporation to permit the Company to divide and issue 20,000,000 shares of
preferred shares in series.
On February 22, 1996 the stockholders of the Company approved an amendment to
its Articles of Incorporation: that officers and directors of the Company
liability be limited to the full extent as provided for in the Colorado
Corporations Code, Section 7, Article 9, as amended. The stockholders also
voted to amend the Articles of Incorporation to change the name of the
Corporation to Tridon Enterprises Incorporated and to split the shares of the
company one for ten. The stockholders also voted to authorize the Board of
Directors to place its Vertex(R) technology in a wholly-owned subsidiary
Corporation.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The Registrant's common stock is traded in the over-the counter market. The
symbol for this stock is TEIM. The stock had a high bid of $.74 and a low bid
of $.125 per share during the past fiscal year. Such over-the-counter market
quotations reflect inter-dealer prices without retail mark-up, mark-down, or
commission, and may not necessarily represent actual transactions.
The Registrant has not in the past, nor does it currently intend to pay cash
dividends on its common stock.
ITEM 6. SELECTED FINANCIAL DATA
Balance Sheet Data:
April 30, April 30, April 30, April 30, April 30,
1993 1994 1995 1996 1997
Total Assets 39,667 66,011 36,647 59,641 256,672
Working
Capital
(deficit) 4 (162,297) (121,963) 55,277 18,936
Long-term
obligations 3,053,019 3,598,805 3,874,927 0 0
Stockholder's
equity
(deficit) (13,352) (184,006) (4,090,090) (85,326) 174,961
Cash
dividends per
common share 00.00 00.00 00.00 00.00 00.00
Tangible Book
Value per share 00.001 00.001 00.001 00.001 00.001
Statement of Operations Data:
Year end Year end Year end Year ended Year end
April 30, April 30, April 30, April 30, April 30,
1993 1994 1995 1996 1997
Revenues 00.00 00.00 00.00 00.00 00.00
Income
(loss) (23,806) (276,654) (625,399) 3,666,424 (2,072,867)
Income (loss)/
share (0.09) (0.02) (0.01) 0.42 (0.08)
ITEM 7. MANAGEMENTS'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The Company discontinued its operations in August of 1986 because of significant
operation losses. The Company is developing its Vertex hair replacement
prostesis for introduction to the market. It identified the market and believes
its products are viable for that market. The Company management believes that
with the appointment of Dr. Harold Lancer as Medical Director and with the
establishment of a working relationship with California Cybernetics Corporation,
that the Vertex(R) development project will be successful.
Up until April 30, 1994, the Company issued $48,000 in principle of convertible
notes payable. The Company's management estimates that it will require
approximately $500,000 to develop Vertex(R).
A summary of selected operating expenses for the years ended April 30, are:
1997 1996
Office rent 0 18,600
Legal and professional 0 12,885
Interest 0 0
Liquidity and Capital Resources
As a result of the discontinued operations, the Company has no revenues and
expenses related only to administration and product development. In the opinion
of management the Company's continued existence is dependent upon the completion
of a successful merger with and/or acquisition by an operating company or be
successful in raising sufficient capital to develop and market Vertex(R).
President, CEO and director, Paul Ebeling, Chairman of the Board and CEO,
advanced the Company $16,627 in funds during fiscal 1996 to pay for operating
and administrative expenses while the Company seeks additional capital.
Capital Resources
On June 7, 1994, the Company offered $1,000,000 of 7% cumulative preferred stock
in a private placement memorandum. The Company has received $188,000 from the
offering. The offering is closed.
<PAGE>
ITEM 8. FINANCIAL STATEMENTS
TRIDON ENTERPRISES INCORPORATED
INDEX TO FINANCIAL STATEMENTS
Page
AUDITORS' REPORT 10 (sub pg 1)
OTHER AUDITOR' REPORT 11 (sub pg 2)
BALANCE SHEETS 12 (sub pg 3)
STATEMENT OF OPERATIONS 13-14 (sub pgs 4-5)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) 15-16 (sub pgs 6-7)
STATEMENTS OF CASH FLOWS 17 (sub pgs 8-9)
NOTES TO FINANCIAL STATEMENTS 18-23 (sub pgs 10-16)
<PAGE>
TRIDON ENTERPRISES, INCORPORATED
(A COMPANY IN THE DEVELOPMENT STAGE)
FINANCIAL STATEMENTS
APRIL 30, 1997
<PAGE>
Table of Contents
Page
Auditors' Report 1
Other Auditors' Report 2
Balance Sheets 3
Statements of Operations 4-5
Statements of Changes in Stockholders' Equity (Deficit) 6-7
Statements of Cash Flows 8-9
Notes to Financial Statements 10-16
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors
Tridon Enterprises Incorporated
We have audited the balance sheet of Tridon Enterprises Incorporated (a Company
in the development stage) as of April 30, 1997 and 1996, and the related
statements of operations, changes in stockholders' equity (deficit), and cash
flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit. We did not audit the
consolidated statements of loss, changes in stockholders' equity (deficit), and
cash flows for the period from the inception of the development stage to April
30, 1994. Those financial statements were audited by another auditor, whose
report has been furnished to us, and our opinion, insofar as it relates to the
amounts from the inception of the development stage to April 30, 1994, is based
solely on the report of the other auditor.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, based on our audit and the report of the other auditor, the
financial statements referred to above present fairly, in all material respects,
the financial position of Tridon Enterprises Incorporated (a Company in the
development stage) as of April 30, 1997 and 1996 and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 12 to the
financial statements, there is substantial doubt about the ability of the
Company to continue as a going concern. The financial statements do not include
any adjustments that might result from the outcome of that uncertainty.
CALDWELL, BECKER, DERVIN, PETRICK & CO., L.L.P.
June 30, 1998
<PAGE>
TRIDON ENTERPRISES INCORPORATED
(A COMPANY IN THE DEVELOPMENT STAGE)
BALANCE SHEETS
<TABLE>
<S> <C> <C>
April 30, 1997 April 30, 1996
Assets
Current Assets:
Cash $ 18,936 $ 55,277
Advances to Officers (Note 3) 121,555 0
Notes Receivable and
Interest Receivable (Note 5) 266,667 0
Less Allowance for Bad Debt (266,667) 0
------- -------
Total Current Assets 140,491 55,277
Furniture and Equipment - at Cost 7,576 7,576
Accumulated Depreciation (4,846) (3,212)
------- -------
Net Furniture and Equipment (Note 2) 2,730 4,364
------- -------
Investment in Common Stock -
Related Party (Note 3) 0 0
Marketable Equity Securities (Note 4) 107,451 0
Note Receivable - Related Party (Note 6) 6,000 0
------- -------
Total Assets $ 256,672 $ 59,641
------- -------
Liabilities And Stockholders' Equity
Current Liabilities:
Accounts Payable and Accrued Expenses $ 76,711 $ 126,614
Advances from Officer (Note 3) 0 13,353
Advances from Shareholder (Note 3) 5,000 5,000
------- -------
Total Current Liabilities 81,711 144,967
COMMITMENTS AND CONTINGENCIES (Note 13) - -
------- -------
Total Liabilities 81,711 144,967
Stockholders' Equity:
Common Stock, $.001 Par Value, 100,000,000
Shares Authorized, 31,625,734 and
10,000,034 Shares Issued And
Outstanding, Respectively 31,626 10,000
Preferred Stock, 7% Cumulative Convertible,
Par Value $.001, 20,000,000 Shares
Authorized, 83,300 Shares Issued
And Outstanding 83 83
Additional Paid-In Capital 7,318,316 5,006,788
Common Stock Subscribed (225,000) (225,000)
Deficit Accumulated During
Development Stage (6,950,064) (4,877,197)
--------- ---------
Total Stockholders' Equity 174,961 (85,326)
--------- ---------
Total Liabilities And
Stockholders' Equity $ 256,672 $ 59,641
--------- ---------
</TABLE>
See Accompanying Notes to the Financial Statements
See Accompanying Auditors' Reports
<PAGE>
<TABLE>
TRIDON ENTERPRISES INCORPORATED
(A Company In The Development Stage)
Statements Of Operations
<S> <C> <C> <C> <C>
Twelve Twelve Twelve
Inception Months Months Months
To Ended Ended Ended
April 30, April 30, April 30, April 30,
1997 1997 1996 1995
Revenue:
Net Sales $ 151,729 $ 0 $ 0 $ 0
Cost of Sales 182,581 0 0 49,960
---------- --------- --------- ---------
Gross Loss (30,852) 0 0
---------- --------- --------- ---------
Operating Expenses:
General and Administrative 3,271,901 375,065 269,902 95,214
Research and Development 132,697 3,117 0 129,580
Computer Software Development Costs 630,066 0 0 0
Interest 869,166 0 0 349,746
---------- --------- --------- ---------
Total Operating Expenses 4,903,830 378,182 269,902 574,540
---------- --------- --------- ---------
Net Loss from Operations (4,934,682) (378,182) (269,902) (624,500)
---------- --------- --------- ---------
Other Income (Expense):
Consulting Fees Related to
Common Stock Issued (Note 1) (810,000) (810,000) 0 0
Officer's Salary Related to
Common Stock Issued (Note 1) (409,023) (409,023) 0 0
Interest 85,766 16,695 0 0
Casualty Loss - Boat (3,000,000) 0 0 0
Gain on Settlement (Note 14) 411,495 0 93,750 0
Forgiveness of Interest 8,901 0 6,412 2,489
Forgiveness of Debt 123,994 0 0 0
Loss on Disposition of
Marketable Securities (52,332) (47,585) 0 0
Loss on Permanent Impairment
of Securities (Note 4) (92,550) (92,550) 0 0
Miscellaneous 3,420 0 0 (188)
Bad Debt Expense (Note 5) (351,422) (351,422) 0 0
---------- --------- --------- ---------
Total Other Income (Loss) (4,081,751) (1,693,885) 100,162 2,301
---------- --------- --------- ---------
(Loss) from Continuing Operations
Before Income Tax Benefit (Expense) (9,016,433) (2,072,067) (169,740) (622,199)
Income Tax Benefit (Expense) 83,405 (800) (800) (3,200)
---------- --------- --------- ---------
(Loss) from Continuing Operations (8,933,028) (2,072,867) (170,540) (625,399)
Gain on Disposal of Segment (Note 11) 3,836,964 0 3,836,964 0
(Loss) on Discontinued Operations (1,854,000) 0 0 0
---------- --------- --------- ---------
NET INCOME (LOSS) $ (6,950,064) $ (2,072,867) $ 3,666,424 (625,399)
---------- --------- --------- ---------
Primary (Loss) From Continuing Operations Per Share $ (.08) $ (.02) $ (.02)
Primary Gain From Disposal of Segment Per Share $ 0 0.46 0
--------- --------- ---------
PRIMARY EARNINGS (LOSS) PER SHARE $ (.08) $ .44 $ (.02)
--------- --------- ---------
Fully Diluted (Loss) From Continuing Operations
Per Share $ (.08) $ (.02) $ (.01)
Fully Diluted Gain on Disposal of Segment Per Share $ 0 .44 0
--------- --------- ---------
FULLY DILUTED EARNINGS (LOSS) PER SHARE $ (.08) $ .42 $ (.01)
--------- --------- ---------
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
DURING THE PERIOD
PRIMARY 25,941,648 8,356,671 40,903,766
--------- --------- ---------
FULLY DILUTED 25,941,648 8,689,871 43,523,766
--------- --------- ---------
</TABLE>
See Accompanying Notes to the Financial Statements
See Accompanying Auditors' Reports
<PAGE>
TRIDON ENTERPRISES INCORPORATED
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED APRIL 30, 1988 TO 1997
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Common Preferred
Paid Paid
Par In Par In
Shares Value Capital Shares Value Capital
Balance at inception
Common stock issued 0 $ 0 $ 0
Net losses from inception
to April 30, 1988 1,727,043 1,727 4,166,828
--------- ------- ---------
Balances at April 30, 1988 1,727,043 1,727 4,166,828
Net loss for the year
April 30, 1989 0 0 0
--------- ------- ---------
Balances at April 30, 1989 1,727,043 1,727 4,166,828
Merger on October 10, 1989
with Tridon Development
Corporation 1,800,000 1,800 (4,964)
Net income for the year
April 30, 1990 0 0 0
--------- ------- ---------
Balances at April 30, 1990 3,527,043 3,527 4,161,864
Net loss for the year
April 30, 1991 0 0 0
--------- ------- ---------
Balances at April 30, 1991 3,527,043 3,527 4,161,864
Net loss for the year
April 30, 1992 0 0 0
--------- ------- ---------
Balances at April 30, 1992 3,527,043 3,527 4,161,864
Net loss for the year
April 30, 1993 0 0 0
--------- ------- ---------
Balances at April 30, 1993 3,527,043 3,527 4,161,864
Acquisition of Polaris
Pictures Corporation
on June 6, 1993 200,000 200 39,800
Stock bonuses 330,000 330 65,670
Net loss for the year
April 30, 1994 0 0 0
--------- ------- ---------
Balances at April 30, 1994 -
consolidated 4,057,043 4,057 4,267,334
Common stock issued 160,000 160 242,840
Preferred stock issued 33,000 $ 33 $ 163,288
Common stock subscribed
Net loss for the year
April 30, 1995 0 0 0
--------- ------- --------- --------- ------- ---------
Balances at April 30, 1995 -
combined 4,217,043 4,217 4,510,174 33,000 33 163,288
Common stock issued 5,782,991 5,783 122,876
Preferred stock issued 50,300 50 210,450
Net income for the year
April 30, 1996 0 0 0
--------- ------- --------- --------- ------- ---------
Balances at
April 30, 1996 10,000,034 10,000 4,633,050 83,300 83 373,738
Common stock issued 4,641,333 4,641 438,809
Common stock issued in
exchange for Madera
International, Inc.
stock (Note 1) 2,000,000 2,000 375,200
Common stock issued in
exchange for services
rendered 1,436,667 1,437 156,597
Common stock issued in
exchange for services
rendered (Note 1) 9,000,000 9,000 891,000
Common stock issued for
increase in advances
to officers (Note 1) 4,547,700 4,548 449,922
Net loss for the year
April 30, 1997 0 0 0
--------- ------- --------- --------- ------- ---------
Balances at
April 30, 1997 31,625,734 $31,626 $6,944,578 83,300 $ 83 $ 73,738
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
(Deficit) Common Total
During the Stock Stockholders'
Development Stage Subscribed Equity (Deficit)
Balance at inception $ 0
Common stock issued
Net losses from inception
to April 30, 1988 (4,267,549)
---------------- --------- ---------------
Balances at April 30, 1988 (4,267,549) $ (98,994)
Net loss for the year
April 30, 1989 0 0
---------------- --------- ---------------
Balances at April 30, 1989 (4,267,549) (98,994)
Merger on October 10, 1989
with Tridon Development
Corporation 0 0
Net income for the year
April 30, 1990 127,339 127,339
---------------- --------- ---------------
Balances at April 30, 1990 (4,140,210) 25,181
Net loss for the year
April 30, 1991 (181) (181)
---------------- --------- ---------------
Balances at April 30, 1991 (4,140,391) 25,000
Net loss for the year
April 30, 1992 (14,546) (14,546)
---------------- --------- ---------------
Balances at April 30, 1992 (4,154,937) 10,454
Net loss for the year
April 30, 1993 (3,180,791) (3,180,791)
---------------- --------- ---------------
Balances at April 30, 1993 (7,335,728) (3,170,337)
Acquisition of Polaris
Pictures Corporation
on June 6, 1993 40,000
Stock bonuses 66,000
Net loss for the year
April 30, 1994 (582,494) (582,494)
---------------- --------- ---------------
Balances at April 30, 1994 -
consolidated (7,918,222) (3,646,831)
Common stock issued 243,000
Preferred stock issued 163,321
Common stock subscribed $(225,000) (225,000)
Net loss for the year
April 30, 1995 (625,399) (625,399)
---------------- --------- ---------------
Balances at April 30, 1995 -
combined (8,543,621) (225,000) (4,090,909)
Common stock issued 128,659
Preferred stock issued 210,500
Net income for the year
April 30, 1996 3,666,424 3,666,424
---------------- --------- ---------------
Balances at
April 30, 1996 (4,877,197) (225,000) (85,326)
Common stock issued 443,450
Common stock issued in
exchange for Madera
International, Inc.
stock (Note 1) 377,200
Common stock issued in
exchange for services
rendered 158,034
Common stock issued in
exchange for services
rendered (Note 1) 900,000
Common stock issued for
increase in advances
to officers (Note 1) 454,470
Net loss for the year
April 30, 1997 (2,072,867) (2,072,867)
---------------- --------- ---------------
Balances at
April 30, 1997 $(6,950,064) (225,000) $ 174,961
---------------- --------- ---------------
</TABLE>
See Accompanying Notes to the Financial Statements
See Accompanying Auditors' Reports
<PAGE>
TRIDON ENTERPRISES INCORPORATED
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENTS OF CASH FLOWS
<TABLE>
<S> <C> <C> <C> <C>
Combined
Twelve Twelve Twelve
Inception Months Months Months
to Ended Ended Ended
April 30, April 30, April 30, April 30,
1997 1997 1996 1995
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $(6,950,064) $(2,072,867) $3,666,424 $(625,399)
Adjustments to reconcile net
(loss) to net cash used by operations:
(Loss) on disposal of segment (3,836,964) 0 (3,836,964) 0
Loss on permanent impairment
of marketable securities 92,550 92,550 0 0
Loss on sale of marketable
securities 47,585 47,585 0 0
Write down of investment 25,000 0 25,000 0
Depreciation 5,011 1,634 1,520 1,107
Increase in allowance for
bad debts 362,305 351,422 7,883 0
Professional fees 12,885 0 12,885 0
Outside services paid by
issuance of common stock 266,035 248,034 0 18,000
Officer's salary related to
common stock issued (Note 1) 409,023 409,023 0 0
Loan fees related to common
stock issued (Note 1) 810,000 810,000 0 0
Write-down of screenplays 49,860 0 0 49,860
Loss on fixed asset disposal 1,253 0 0 1,253
Research and development 88,000 0 0 88,000
Interest expense 349,745 0 0 349,745
Forgiveness of interest (8,901) 0 (6,412) (2,489)
Maritime loss 3,462,825 0 0 0
Forgiveness of debt (123,994) 0 0 0
(Increase) decrease in:
Prepaid expenses 0 0 800 (800)
Notes receivable (3,000) 0 0 0
Interest receivable (16,667) (16,667) 0 0
Increase (decrease) in:
Accounts payable and
accrued expenses 154,517 (49,902) 121,679 (2,840)
Income tax payable 0 0 (1,600) 1,600
Preferred stock subscription 10,000 0 0 0
Accrued payroll 0 0 (93,750) 0
Estimated future cost of
discontinued operations 3,125 0 0 0
Accounts payable-Vintage
Group Inc. 45,574 0 0 0
------------ ---------- --------- ---------
Net Cash (Used) by
Operating Activities (4,744,297) (179,188) (102,535) (121,963)
------------ ---------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Loans made (340,757) (340,757) 0 0
Investment in marketable equity
securities (238,550) (200,000) 0 0
Proceeds from sale of securities 329,615 329,615 0 0
Sale of common stock 13,550 0 0 0
Investment in screenplays (40,000) 0 0 0
Purchase of furniture and equipment (8,994) 0 (1,998) (5,342)
Advances to related party (81,108) (76,108) 0 (5,000)
Investment in production (1,925) 0 0 (1,925)
------------ ---------- --------- ---------
Net Cash (Used) by
Investing Activities (368,169) (287,250) (1,998) (12,267)
------------ ---------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of
common stock 4,720,471 443,450 667 0
Proceeds from issuance of
convertible preferred stock 135,003 0 3 135,000
Increase in paid-in capital 99,866 0 104,830 0
Proceeds from issuance of
convertible notes payable 59,025 0 0 3,000
Advances from officer 158,735 0 63,223 15,559
Repayments of advances from officer (41,702) (13,353) (8,949) (19,400)
Net Cash Provided by
Financing Activities 5,131,398 430,097 159,774 134,159
------------ ---------- --------- ---------
NET INCREASE (DECREASE) IN CASH 18,932 (36,341) 55,241 (71)
CASH AT BEGINNING OF PERIOD 4 55,277 36 107
------------ ---------- --------- ---------
CASH AT END OF PERIOD $ 18,936 $ 18,936 $ 55,277 $ 36
------------ ---------- --------- ---------
NON CASH INVESTING AND FINANCING
TRANSACTIONS:
Common stock issued for advances
to officers (Note 1) $ 45,447 $ 45,447 $ 0 $ 0
------------ ---------- --------- ---------
Common stock issued in exchange
for Madera International, Inc.
stock (Note 1) $ 377,200 $ 377,200 $ 0 $ 0
------------ ---------- --------- ---------
CASH PAID FOR:
Income taxes $ 4,800 $ 800 $ 800 $ 3,200
------------ ---------- --------- ---------
Interest $ 0 $ 0 $ 0 $ 0
------------ ---------- --------- ---------
</TABLE>
See Accompanying Notes to the Financial Statements
See Accompanying Auditors' Reports
<PAGE>
TRIDON ENTERPRISES INCORPORATED
NOTES TO FINANCIAL STATEMENTS
Note 1 - Summary of Significant Accounting Policies
Organization
Tridon Enterprises Incorporated (the Company) was incorporated in the state of
Colorado on October 7, 1983 as Turco Computer Systems, Inc. The Company changed
its name to Hammer Computer Systems, Inc. on September 27, 1984.
In October 1989, Hammer Computer Systems, Inc. (HCSI) and Tridon Development
Corporation merged, with HCSI being the surviving corporation. The Company then
changed its name to Tridon Corporation.
In June 1993, the Company acquired 100% of the outstanding common stock of
Polaris Pictures Corporation in exchange for 2,000,000 shares of its common
stock.
On April 29, 1995, the Company irrevocably transferred in trust all shares of
the stock of Polaris Pictures Corporation to a trust (see Note 11).
On March 15, 1996, the Company changed its name from Tridon Corporation to
Tridon Enterprises Incorporated.
Basis of Consolidation and Combination
As of April 30, 1995, the combined balance sheet includes the accounts of Tridon
Corporation and the related trust which holds the ownership of its former
subsidiary, Polaris Pictures Corporation. Both entities were under common
control (Note 11). All balance sheets presented for periods prior to April 30,
1995, are consolidated. For the year ended April 30, 1994, and all prior
periods, the statements of loss, changes in shareholders' equity, and cash flows
of Tridon Corporation and Polaris Pictures Corporation are consolidated. All
significant intercompany transactions have been eliminated from the financial
statements. See Note 11 for disposition of wholly-owned subsidiary.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
Basis of Presentation
The Company has not generated significant revenues since inception.
Consequently, the financial statement presentation for development stage
enterprises is followed in accordance with Financial Accounting Board
Statement 7.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with a maturity of
three months or less to be cash equivalents.
Statements of Cash Flows
For the current year ended April 30, 1997, the Company entered into several non-
monetary transactions as described below:
Paul Ebeling, an officer of the Company, was issued 4,547,700 shares of
restricted common stock at $.01 per share, which was recorded as an increase to
advances to officers (see Note 1 - Revaluation of Common Stock).
Steve Antebi, a stockholder, converted a $90,000 payable for services to
9,000,000 restricted common shares at $.01 per share (see Note 1 - Revaluation
of Common Stock).
The Company issued 1,436,667 shares of common stock for outside services
performed for the Company for $158,034 at $.11 per share.
The Company exchanged 2 million shares of its common stock for 2 million common
shares of Madera International, Inc. At the time of the exchange, Madera
International, Inc. common stock was trading at $.1886 per share.
Revaluation of Common Stock
It was determined that all common stock issued during the current fiscal year
should be valued at an estimated fair market value. A fair market value was
determined based on what an independent outside party would be willing to pay
for a share of the Company's common stock. The stock issued in exchange for
consulting services and as an increase to advances to officers was valued based
on an estimated fair market value of $.10 per share. The 9,000,000 shares of
common stock issued in exchange for consulting services of $90,000 was revalued
to $900,000 by an increase of $810,000 to additional paid in capital and an
increase to loan fees. The 4,547,700 shares of common stock issued for advances
to officers in exchange for $45,447, was revalued to $454,470 by an increase of
$409,023 to additional paid in capital and an increase to officer's salary.
Property and Equipment
Property and equipment are carried at cost, less accumulated depreciation.
Depreciation is computed under the straight-line and double-declining balance
methods using a five year life. When assets are retired or otherwise disposed
of, the cost and accumulated depreciation are removed from the accounts and any
resulting gain or loss is reflected in income for the period. The cost of
maintenance and repairs is charged to expense as incurred, whereas significant
renewals or betterment are capitalized. For the years ended April 30, 1997,
1996 and 1995, included in the consolidated statements of operations are
provisions for depreciation of $1,634, $1,520 and $1,107, respectively.
Income Taxes
The Company computes deferred income taxes in accordance with Financial
Accounting Standards Board Statement No. 109 (SFAS No. 109), "Accounting for
Income Taxes". Deferred taxes are computed based on the tax liability or
benefit in future years of the reversal of temporary differences in the
recognition of income or deduction of expenses between financial and tax
reporting purposes. As of April 30, 1997, 1996 and 1995, all items of deferred
tax, after application of valuation allowances, were immaterial.
For tax purposes, Tridon Enterprises Incorporated has a tax year-end of April
30.
Marketable Equity Securities
For the year ended April 30, 1997, the Company has adopted the Financial
Accounting Standards Board Statement No. 115, Accounting for Certain Investments
in Debt and Equity Securities (FAS 115). Under the provisions of FAS 115,
marketable securities considered available for sale are recorded at fair market
value.
Earnings per Common Share
Primary earnings (loss) per share is computed using the weighted average number
of common shares outstanding during the period. Fully diluted earnings (loss)
per share reflects the dilutive effects of increased shares that would result
from the conversion of debt and equity securities which are not treated as
common stock equivalents. The common shares outstanding for all periods
presented reflect the 10 to 1 reverse stock split declared on March 15, 1996.
Research and Development
Research and development costs are expensed as incurred.
Note 2 - Property and Equipment
Property and equipment are recorded at cost and consist of the following:
April 30,
1997 1996
Computers $ 3,821 $ 3,821
Furniture and fixtures 1,706 1,706
Equipment 2,049 2,049
----- -----
7,576 7,576
Less: Accumulated Depreciation 4,846 3,212
----- -----
$ 2,730 $ 4,364
Note 3 - Related Party Transactions
The Company is invested in a noncontrolling interest in Vintage Group, Inc. in
the amount of $25,000. In addition, the Company advanced $5,000 to Vintage
Group, Inc. Vintage Group, Inc. is engaged in speculative investment activities
which are subject to significant volatility. This amount has been written off
as uncollectible for the year ended April 30, 1996.
During the year ended April 30, 1997, non-interest bearing funds were advanced
throughout the year to Paul Ebeling and Kevin Welch, officers of the Company.
Advances to Mr. Ebeling and Mr. Welch as of April 30, 1997 were $91,555 and
$30,000, respectively. As of April 30, 1996, advances from Mr. Ebeling were
$13,353. Advances from Steve Antebi as of April 30, 1997 and 1996 were $5,000.
There are no signed notes. For additional related party transactions, see Notes
1 and 6.
See also Note 11 - Disposition of Wholly-Owned Subsidiary.
Note 4 - Marketable Equity Securities
During the current year, the Company adopted the Financial Accounting Standards
Board Statement No. 115, Accounting for Certain Investments in Debt and Equity
Securities (FAS 115). Under the provisions of FAS 115, marketable securities
considered available for sale are recorded at fair market value if they have a
readily determinable fair value. The corresponding unrealized gain or loss in
the fair market value in relation to cost is accounted for as a separate item in
the shareholders' equity section of the balance sheet, unless there is a
permanent impairment to the marketable security, in which case it is recorded as
a loss in the income statement. Management is treating its investment in
marketable securities as an investment that is available for sale as of April
30, 1997.
During the year ended April 30, 1997, the Company purchased 1 million shares of
International Forest Industries, Inc. stock with an initial cost of $200,000.
At April 30, 1997, the stock was worth $531,250. Subsequent to the year end,
International Forest Industries changed its name to Fluor City International.
Subsequent to the balance sheet date, but prior to issuance of the report, the
stock had several reverse splits and eventually was sold in May 1998 for
$107,451. Due to this permanent impairment, the net unrealized holding loss in
the amount of $92,550 has been shown as a loss in the statement of operations
for the year ended April 30, 1997.
Note 5 - Note Receivable
Madera International, Inc., unsecured, receivable interest only,
quarterly,beginning December 31, 1996 at 10% per annum. All unpaid interest and
principal due September 3, 1997. At April 30, 1997 unpaid interest was $16,667.
As of the date of this report, this receivable and related interest is past
due,and therefore, at April 30, 1997 this receivable and accrued interest has
been reserved for and is also included in bad debt expense on the statement of
operations: $250,000
Note 6 - Note Receivable - Related Party
One Inch Punch, Inc., unsecured, non-interest bearing, is due on demand. No
demand is anticipated within one year. Loan is to a family member of Steve
Antebi: $ 6,000
Note 7 - Convertible Notes Payable
The Board of Directors, in February 1992, authorized the issuance of convertible
notes payable. Interest is 6% per annum to be paid only if called by the
Company or redeemed by the holder three years subsequent to the date of issue.
Accrued interest on any portion of the loan converted to preferred stock shall
be forfeited at the time of conversion. The principal of the notes is
convertible into cumulative convertible preferred stock at the rate of $1.00 per
share.
For the year ended April 30, 1996, convertible notes payable totaling $32,500 in
principal were converted to 32,500 cumulative convertible preferred shares at
$1.00 per share.
Note 8 - Income Taxes
The provision for income taxes consists of:
April 30,
1997 1996
Federal $ 0 $ 0
State 800 800
--- ---
800 800
Deferred Taxes 0 0
--- ---
Provision for Income Taxes $ 800 $ 800
Loss Carryforwards
On April 30, 1987, Hammer Computer Systems, Inc. (HCSI) and its subsidiary,
Certified Software, had net operating loss carryforwards. The amounts which the
Company may ultimately apply to future taxable income may be limited by
application of tax law. Tentative expiration dates are as follows:
Year of Expiration HCSI Certified Total
1998 119,000 0 119,000
1999 625,000 293,000 918,000
2000 118,000 357,000 475,000
2001 1,241,000 160,000 1,401,000
2002 608,000 393,000 1,001,000
Totals: $2,711,000 $1,203,000 $3,914,000
The full amount of the deferred tax asset resulting from the loss carryforwards
is offset by a valuation allowance due to the uncertainty of the Company to
continue as a going concern.
Subsequent to the merger of HCSI and Tridon Development Corporation, the Company
has accumulated a tax loss carryforward of approximately $1,169,124 for federal
tax purposes and a $580,632 tax loss carryforward for California franchise tax
purposes. Federal net operating losses (NOL's) are carried forward 15 years and
expire between 1999 and 2012. State NOL's are carried forward 5 years and
expire between 1998 and 2002. In addition, Polaris Pictures Corporation
(Polaris) has accumulated a tax loss carryforward of approximately $265,000 for
federal tax purposes and a $132,000 loss carryforward for California franchise
tax purposes, whose net operating loss carryforwards expire in 2009 and 1999,
respectively.
All loss carryforward amounts are subject to review and revision by tax
authorities.
Note 9 - Subsequent Events
Vertex Corporation
Subsequent to April 30, 1997, the Company invested $20,000 in exchange for 100%
of the stock of a newly formed company called Vertex Corporation. Vertex
Corporation was formed for the purpose of creating products and solutions for
individuals suffering some degree of hair loss. A product line is being
prepared for introduction.
National Paintball Supply Company, Inc.
National Paintball Supply Company, Inc. is the world's largest distributor of
paintball guns, paint gear and related accessories. On May 30, 1998, Tridon
Enterprises Incorporated reached a tentative agreement with National Paintball
Supply Company, Inc. as follows:
National Paintball Supply Company, Inc. agrees to be acquired in a tax free
exchange by Tridon Enterprises Incorporated. National Paintball Supply Company,
Inc. shall receive 82% of the post reorganization issued and outstanding shares
of Tridon Enterprises Incorporated. The present shareholders of Tridon
Enterprises Incorporated shall retain 8% of the issued and outstanding shares of
Tridon Enterprises Incorporated, with the remaining 10% to be offered in a
private placement.
Note 10 - Offering of Cumulative Convertible Preferred Stock
In June 1994, the Company offered $1,000,000 of 7% cumulative convertible
preferred stock at $10 per share in a private placement memorandum. The
preferred stock is convertible to 4,000,000 shares of common stock one year
after issuance and may be called by the Company two years after the issue date.
During the year ended April 30, 1996, $150,000 of advances from an officer were
converted to 15,000 cumulative convertible preferred shares. As of April 30,
1997, 83,300 cumulative convertible preferred shares are issued and outstanding.
Dividends in arrears on the cumulative preferred stock is $60,291 and $34,300
for the years ended April 30, 1997 and 1996, respectively.
For the years ended April 30, 1997 and 1996, no dividends were declared or paid.
Note 11 - Disposition of Wholly-Owned Subsidiary
On April 29, 1995, the Board of Directors of Tridon Enterprises Incorporated
irrevocably transferred in trust 100% of the stock of Polaris Pictures
Corporation to be held for the benefit of the creditors of Polaris.
On April 29, 1996, Paul Ebeling resigned as an officer/director of Polaris
Pictures Corporation. Consequently, Tridon and Polaris are not under common
control.
The financial statements reflect the disposition of Polaris as a discontinued
operation in accordance with generally accepted accounting principles. A gain
of $3,836,964 is recognized in the statement of operations from the disposal of
Polaris as of April 30, 1996 (see Note 1).
Note 12 - Uncertainty of Ability to Continue as a Going Concern
Tridon Enterprises Incorporated has suffered substantial losses since inception.
In order for the Company to continue as a going concern, Tridon Enterprises
Incorporated is dependent upon its ability to raise capital from various
sources, including loans from shareholders and others as well as the development
of an ongoing source of revenue.
Note 13 - Commitments and Contingencies
The Company had a one year operating lease for office space which expired in
August 1994. Currently, the Company is leasing its premises on a month-to-month
basis. Rent expense relative to this lease was charged to operations, and for
the years ended April 30, 1997, 1996 and 1995 was $0, $18,600, and $21,538,
respectively. Rent expense for the fiscal year ended April 30, 1997 of $7,200
was paid by the president of the Company. The Company plans to repay this
expense when funds are available. This expense has not been included in these
financial statements.
The Company leased a vehicle on a month-to month basis through December 31,
1995. Rent expense relative to this lease for the years ended April 30, 1997,
1996 and 1995 was $0, $6,593, and $8,403, respectively. Auto expense for the
fiscal year ended April 30, 1997 of approximately $2,700 was paid directly by
the president of the Company. The Company plans to repay this expense when
funds are available. This expense has not been included in these financial
statements.
Note 14 - Gain on Settlement
The Company had previously entered into an employment agreement with a key
employee, Gilbert Van Nieulande. Subsequent to April 30, 1995, the contract was
terminated.
During the year ended April 30, 1996, the Company settled certain claims with
Gilbert Van Nieulande. The Company forgave loans to Mr. Van Nieulande totaling
$14,575. The Company had reserved against this note at April 30, 1995. Mr. Van
Nieulande returned 550,000 shares of common stock to the Company. Mr. Van
Nieulande relinquished any claim to approximately $93,750, which had been
accrued as compensation on his behalf.
See Accompanying Auditors' Reports
<PAGE>
ITEM 9. Disagreements on Accounting and Financial Disclosures
During the 12 months ended April 30, 1997 the Company had no disagreement with
accountants on any matter of accounting principles or practices of financial
statement disclosure.
PART III
ITEM 10. Directors and Officers of the Registrant
Officers and Directors of the Company as of April 30, 1997 are as follows:
Name Age Position
Paul Ebeling 57 Chief Executive Officer and Director
Kevin Welch 35 Secretary/Treasurer and Director
Nicolas Weider, M.D. 39 Director
Each director holds office until the next annual meeting of shareholders and
until their successor has been elected and qualified. Each officer holds office
at the pleasure of the Board of Directors and until their successor has been
elected and qualified.
Paul Ebeling joined Tridon Enterprises Incorporated in December of 1988. From
1982 to the 1988, Mr. Ebeling was President and Chairman of UHB Corporation
which specialized in planned community development and finance. Mr. Ebeling
directs the activities of the company.
Kevin Welch joined Tridon Enterprises Incorporated on February 22, 1996 and
serves as Secretary/Treasurer and a director of the company.
Nicolas Weider joined Tridon Enterprises Incorporated on March 17, 1997 and
serves as a director of the company.
ITEM 11. Executive Compensation
The following is a summary of executive compensation for the year ended April
30, 1997:
Paul Ebeling (see Note 1)
Kevin Welch $ 0
Harold Lancer, MD $ 0
Nicolas Weider, MD $ 0
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth in the beneficial ownership of the Company's
common stock be each person known to he Company to be the beneficial owner of
more than five percent of the outstanding common stock of the Company and by
directors and executive officers of the Company, both individually and as a
group.
Beneficial Owner Shares Beneficially Owned Percentage of Class
Antebi Children's Insurance
Trust of 1995
345 North Maple Drive
Beverly Hills, CA 90210 11,988,444 38%
Paul Ebeling*
P.O. Box 16244
Beverly Hills, CA 90209 7,709,586 24%
*Mr. Ebeling holds conversion rights to 600,000 shares of common stock or 1.8%.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Vintage Group inc., as a condition set forth in the Agreement and Plan of
Merger, canceled and forgave all indebtedness and any other obligations owed to
Vintage by Hammer computer Systems, Inc. (HCSI). The Company advanced $5000 to
Vintage Group, Inc. during the quarter ending October 31, 1994.
President, CEO and director Paul Ebeling has made cash advances to the
Corporation for administrative expenses. The amount owed to Mr. Ebeling at
April 30, 1996 and 1997 is $13,353 and $00.00 respectively.
The son of Paul A. Ebeling, Nicholas Ebeling, purchased $2,500 of convertible
notes from the Company in March of 1992. In addition another family member
bought $3,000 of convertible notes. During the year ending April 30, 1996 the
notes were converted to 2,500 and 3,000 shares of cumulative convertible
preferred shares respectively.
During the year ended April 30, 1997, non-interesting bearing funds were
advanced throughout the year to Paul Ebeling and Kevin Welch, officers of the
company. Advances to Mr. Ebeling and Mr. Welch as April 30, 1997 were $91,555
and $30,000 respectively. As of April 30, 1996 advances from Mr. Ebeling were
$13,353. (See Note 3)
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
The following documents are filed as a part of this report:
1. Financial Statements: included in Item 8, Part II of this report.
2. Exhibits required to be filed by this report:
Exhibit
Number Description
(3) Articles of Incorporation and Bylaws
(a) Certificate of Amendment to Articles of Incorporation dated
October 7, 1983 and Articles of Incorporation dated
October 7, 1983.
(b) Certificate of Amendment to Articles of Incorporation dated
August 30, 1984 and Articles of Incorporation dated
September 27, 1984
(c) Bylaws
(d) Certificate of Amendment to Articles of Incorporation dated
January 20, 1994.
(e) Certificate of Amendment to Articles of Incorporation dated
April 24, 1996.
(24) Consents of Experts and Counsel.
Incorporated by reference from Form S-18 filed with the Securities and Exchange
Commission, Commission File No. 0-13628, filed for fiscal year ended April 30,
1985.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf and on the
dates indicated by the undersigned thereunto duly authorized.
Date: July 27 , 1998 By: /s/ Paul Ebeling
President/CEO
Date: July 27, 1998 By: /s/ Kevin Welch
Kevin Welch, Secretary/Treasurer
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