SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NUOASIS GAMING, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
95-4176781
(IRS Employer Identification No.)
2 Park Plaza, Suite 470, Irvine California 92714
(Address of Principal Executive Offices, including ZIP Code)
Consulting or Employment Agreements with NuVen Advisors, Inc., Steven Dong, Fred
G. Luke, OTC Communications, Structure America, Inc., Archer & Weed, John D.
Desbrow, Paula Amanda, Norma McLean; and; Skjerven, Morril, MacPherson, Franklin
& Friel, L.L.P. (Full title of the plan)
Joseph Monterosso, 2 Park Plaza, Suite 470, Irvine California 92614
(Name and address of agent for service)
(714) 833-5382
(Telephone number, including area code, of agent for service)
[NUOGAM\FS8:MAY97.FS8]-3
1
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed
Proposed Maximum Amount of
Title of Securities Amount of Maximum Offering Aggregate Registration
to be Registered Shares Price Per Share(1) Offering Price(1) Fee
to be Registered
- ------------------------ -------------------- ---------------------- ---------------------- -----------------
<S> <C> <C> <C> <C>
$.01 par value
Common Stock 787,180 $0.23 $184,987 $63.79
$.01 par value
Common Stock 237,500 $0.23 $55,813 $19.25
$.01 par value
Common Stock 198,715 $0.23 $46,698 $16.10
$.01 par value
Common Stock 365,605 $0.23 $85,917 $29.63
$.01 par value
Common Stock 1,100,000 $0.23 $258,500 $89.14
$.01 par value
Common Stock 131,470 $0.23 $30,895 $10.65
$.01 par value
Common stock 102,030 $0.23 $23,977 $8.27
$.01 par value
Common Stock 19,404 $0.23 $4,560 $1.57
$.01 par value
Common Stock 63,860 $0.23 $15,007 $5.17
$.01 par value
Common Stock 703,540 $0.23 $165,332 $57.01
$.01 par value
Common stock
underlying options 275,000 $0.12 $33,000 $11.37
$.01 par value
Common stock
underlying options 275,000 $0.12 $33,000 $11.37
$.01 par value
Common stock
underlying options 2,000,000 $0.12 $240,000 $82.72
$.01 par value
Common Stock
underlying options 2,131,176 $0.12 $255,741 $88.14
$.01 par value
Common Stock
underlying options 1,000,000 $0.12 $120,000 $41.36
TOTALS 9,390,480 -- $1,553,428 $535.66
</TABLE>
(1) This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(h) under the
Securities Act and is calculated on the basis of either (a) the average
of the high and low prices per share of the Common Stock as of a date
within five business days prior to the filing of this Registration
Statement or (b) the price at which the options described herein may be
exercised.
[NUOGAM\FS8:MAY97.FS8]-3
2
<PAGE>
PROSPECTUS
NUOASIS GAMING, INC. (formerly E.N. PHILLIPS COMPANY)
2 Park Plaza, Suite 470, Irvine California 92614
(714) 833-5382
(9,390,480 SHARES OF COMMON STOCK)
This Prospectus relates to the offer and sale by NuOasis Gaming, Inc.,
a Delaware corporation (the "Company"), of shares of its $.01 par value per
share common stock (the "Common Stock") to certain consultants (the
"Consultants") pursuant to agreements entered into between the Company and the
Consultants. The Company is registering hereunder and then issuing, upon receipt
of adequate consideration therefor, to the Consultants 3,709,304 shares of the
Common Stock in consideration for services rendered (the "Fee Shares") and to be
performed under the agreements and 5,681,176 shares underlying options to
purchase Common Stock (the "Option Shares").
The Common Stock is not subject to any restriction on transferability.
Recipients of shares other than persons who are "affiliates" of the Company
within the meaning of the Securities Act of 1933 (the "Act") may sell all or
part of the shares in any way permitted by law, including sales in the
over-the-counter market at prices prevailing at the time of such sale. Of the
shares registered hereunder, 2,874,294 Fee Shares and 5,681,176 Option Shares of
Common Stock are being sold to "affiliates" of the Company. An affiliate is
summarily, any director, executive officer or controlling shareholder of the
Company. The "affiliates" of the Company may become subject to Section 16(b) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which
would limit their discretion in transferring the shares acquired in the Company.
If the Consultant who is not now an "affiliate" becomes an "affiliate" of the
Company in the future, he would then be subject to Section 16(b) of the Exchange
Act. (See "General Information - Restrictions on Resales").
The Common Stock is listed on the OTC bulletin board under the symbol "NUOG".
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
----------------
The date of this Prospectus is May 12, 1997
[NUOGAM\FS8:MAY97.FS8]-3
1
<PAGE>
This Prospectus is part of a Registration Statement which was filed and
became effective under the Securities Act of 1933, as amended (the "Securities
Act"), and does not contain all of the information set forth in the Registration
Statement, certain portions of which have been omitted pursuant to the rules and
regulations promulgated by the U.S. Securities and Exchange Commission (the
"Commission") under the Securities Act. The statements in this Prospectus as to
the contents of any contracts or other documents filed as an exhibit to either
the Registration Statement or other filings by the Company with the Commission
are qualified in their entirety by the reference thereto.
A copy of any document or part thereof incorporated by reference in
this Prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: NuOasis Gaming, Inc. 2
Park Plaza, Suite 470, Irvine California 92614 Telephone (714) 833-5382.
The Company is subject to the reporting requirements of the Exchange
Act and in accordance therewith files reports and other information with the
Commission. These reports, as well as the proxy statements, information
statements and other information filed by the Company under the Exchange Act may
be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W. Washington D.C. 20549. Copies may be
obtained at the prescribed rates.
No person has been authorized to give any information or to make any
representation, other than those contained in this Prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company. This Prospectus does not constitute an offer or
a solicitation by anyone in any state in which such is not authorized or in
which the person making such is not qualified or to any person to whom it is
unlawful to make an offer or solicitation.
Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has not been a
change in the affairs of the Company since the date hereof.
[NUOGAM\FS8:MAY97.FS8]-3
2
<PAGE>
TABLE OF CONTENTS
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS ......................6
ITEM 1. PLAN INFORMATION ..................................................6
GENERAL INFORMATION ....................................................6
The Company ............................................................6
Purposes ...............................................................6
Common Stock ...........................................................6
The Consultants ........................................................6
No Restrictions on Transfer ............................................6
Tax Treatment to the Consultant ........................................6
Tax Treatment to the Company ...........................................7
Restrictions on Resales ................................................7
DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION ............7
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION .......7
Legal Opinion and Experts ..............................................8
Indemnification of Officers and Directors ..............................8
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ........................8
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE ...........................8
ITEM 4. DESCRIPTION OF SECURITIES .........................................8
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL ............................9
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS ........................9
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED ...............................10
ITEM 8. EXHIBITS ..........................................................10
ITEM 9. UNDERTAKINGS ......................................................12
SIGNATURES ................................................................14
EXHIBIT INDEX .............................................................15
[NUOGAM\FS8:MAY97.FS8]-3
3
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
GENERAL INFORMATION
The Company
The Company has its principal executive offices at: 2 Park Plaza, Suite
470, Irvine California 92614 Telephone (714) 833-5382.
Purposes
The Common Stock will be issued by the Company pursuant to agreements
entered into between the Consultants and the Company and approved by the Board
of Directors of the Company (the "Board of Directors"). The agreements are
intended to provide a method whereby the Company may be stimulated by the
personal involvement of the Consultants in the Company's future prosperity,
thereby advancing the interests of the Company, and all of its shareholders.
Copies of the agreements have been filed as exhibits to this Registration
Statement.
Common Stock
The Board has authorized the issuance of up to 9,390,480 shares of the
Common Stock to the Consultants upon effectiveness of this Registration
Statement.
The Consultants
The Consultants have agreed to provide their expertise and advice to
the Company on a non-exclusive basis for the purpose of promoting the interests
of the Company.
No Restrictions on Transfer
The Consultants will become the record and beneficial owners of the
shares of Common Stock upon issuance and delivery and are entitled to all of the
rights of ownership, including the right to vote any shares awarded and to
receive ordinary cash dividends on the Common Stock.
Tax Treatment to the Consultant
The Common Stock is not qualified under Section 401(a) of the Internal
Revenue Code. The Consultant, therefore, will be deemed for federal income tax
purposes to recognize ordinary income during the taxable year in which the first
of the following events occurs: (a) the shares become freely transferable, or
(b) the shares cease to be subject to a substantial risk of forfeiture.
Accordingly, the Consultant will receive compensation taxable at ordinary rates
equal to the fair market value of the shares on the date of receipt since there
will be no substantial risk of forfeiture or other restrictions on transfer. If,
however, the Consultant receives shares of common stock pursuant to the exercise
of an option or options at an exercise price below the fair market value of the
shares on the date of exercise, the difference between the exercise price and
the fair market value of the stock on the date of exercise will be deemed
ordinary income for federal income tax purposes. The Consultant is urged to
consult his tax advisor on this matter. Further, if any recipient is an
"affiliate", Section 16(b) of the Exchange Act is applicable and will affect the
issue of taxation.
[NUOGAM\FS8:MAY97.FS8]-3
4
<PAGE>
Tax Treatment to the Company
The amount of income recognized by any recipient hereunder in
accordance with the foregoing discussion will be an expense deductible by the
Company for federal income tax purposes in the taxable year of the Company
during which the recipient recognizes income.
Restrictions on Resales
In the event that an affiliate of the Company acquires shares of Common
Stock hereunder, the affiliate will be subject to Section 16(b) of the Exchange
Act. Further, in the event that any affiliate acquiring shares hereunder has
sold or sells any shares of Common Stock in the six months preceding or
following the receipt of shares hereunder, any so called "profit", as computed
under Section 16(b) of the Exchange Act, would be required to be disgorged from
the recipient to the Company. Services rendered have been recognized as valid
consideration for the "purchase" of shares in connection with the "profit"
computation under Section 16(b) of the Exchange Act. The Company has agreed that
for the purpose of any "profit" computation under 16(b) the price paid for the
common stock issued to affiliates is equal to the value of services rendered.
Shares of Common Stock acquired hereunder by persons other than affiliates are
not subject to Section 16(b) of the Exchange Act.
DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION
The Company hereby incorporates by reference (i) its annual report on
Form 10-KSB for the year ended June 30, 1996, filed pursuant to Section 13 of
the Exchange Act, (ii) any and all Forms 10-Q (or 10- QSB) filed under the
Securities or Exchange Act subsequent to any filed Form 10K (or 10-KSB), as well
as all other reports filed under Section 13 of the Exchange Act, and the
Company's Form 8-K filing, and (iii) its annual report, if any, to shareholders
delivered pursuant to Rule 14a-3 of the Exchange Act. In addition, all further
documents filed by the Company pursuant to Section 13, 14, or 15(d) of the
Exchange Act prior to the termination of this offering are deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
date of filing. All documents which when together, constitute this Prospectus,
will be sent or given to participants by the Registrant as specified by Rule
428(b)(1) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information
A copy of any document or part thereof incorporated by reference in
this Registration Statement but not delivered with this Prospectus or any
document required to be delivered pursuant to Rule 428(b) under the Securities
Act will be furnished without charge upon written or oral request. Requests
should be addressed to: NuOasis Gaming, Inc. 2 Park Plaza, Suite 470, Irvine
California 92614 Telephone (714) 833-5382.
Legal Opinion and Experts
Archer &. Weed has rendered an opinion on the validity of the
securities being registered. Archer & Weed is not an "affiliate" of the Company.
Archer & Weed will receive 164,337 shares registered herein.
The financial statements of NuOasis Gaming, Inc. incorporated by
reference in the Company's Annual Report (Form 10-KSB) for the year ended June
30, 1996 have been audited by Raimondo, Pettit & Glassman, independent auditors,
as set forth in their report incorporated herein by reference and are
incorporated herein in reliance upon such report given upon the authority of the
firm as experts in auditing and accounting.
[NUOGAM\FS8:MAY97.FS8]-3
5
<PAGE>
Indemnification of Officers and Directors
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling the Company,
the Company has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Registrant hereby states that (i) all documents set forth in (a)
through (c), below, are incorporated by reference in this registration
statement, and (ii) all documents subsequently filed by registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
(a) Registrant's latest Annual Report, whether filed pursuant to
Section 13(a) or 15(d) of the Exchange Act;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by annual
report referred to in (a), above; and
(c) The latest prospectus filed pursuant to Rule 424(b) under the
Securities Act.
Item 4. Description of Securities
No description of the class of securities (i.e. the $.01 par value
Common Stock) is required under this item because the Common Stock is registered
under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law permits the
indemnification of directors, officers, employees, or agents of the Company
against expenses, including attorney's fees, actually and reasonably incurred by
such persons in connection with the defense of any action, suit or proceeding in
which such person is a party by reason of his being or having been a director,
officer, employee, or agent of the Company, or of any corporation, partnership,
joint venture, trust or other enterprise in which he served as such at the
request of the Registrant, provided that he acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
[NUOGAM\FS8:MAY97.FS8]-3
6
<PAGE>
corporation, and with respect to any criminalaction or proceeding, had no
reasonable cause to believe his conduct was unlawful, and provided further (if
corporation) that he shall not have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation (unless the court
determines that indemnity would nevertheless be proper under the circumstances).
These provisions may be sufficiently broad to indemnify such persons for
liabilities arising under the Securities Act of 1933. In addition, Section
102(b)(7) of the Delaware General Corporation Law and the Company's Certificate
of Incorporation provide that a director of this corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders;
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (iii) for paying a dividend or
approving a stock repurchase in violation of Section 174 of the Delaware General
Corporation Law; or (iv) for any transaction from which the director derived an
improper personal benefit.
The Company' Certificate of Incorporation and By-Laws contain
provisions that no director of the Company shall be liable to the Company for
monetary damages for breach of fiduciary duty as a director involving any act or
omission of such director other than (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders; (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law; (iii) in respect of certain unlawful dividend payments or stock
redemptions or repurchases, or (iv) for any transaction from which the director
derived an improper personal benefit.
The effect of these provisions will be to eliminate the rights of the
Company and its stockholders (through shareholders' derivative suits on behalf
of the Company) to recover monetary damages against a director for breach of
fiduciary duty as a director (including breaches resulting from negligent or
grossly negligent behavior) except in the situations described in clauses (i) -
(iv) of the proceeding sentence.
These provisions will not affect the validity of injunctive relief
against directors of the Company (although such relief may not always be
available as a practical matter) nor will it limit directors liability for
violations of federal securities laws.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
(a) The following exhibits are filed as part of this registration
statement pursuant to Item 601 of Regulation S-K and are specifically
incorporated herein by this reference:
Exhibit No. Title
1. Not required.
2. Not required.
3. Not required.
4. Not applicable.
5. Opinion of Archer & Weed regarding the legality of the
securities registered.
6. Not required.
[NUOGAM\FS8:MAY97.FS8]-3
7
<PAGE>
7. Not required.
8. Not required.
9. Not required.
10. A. Consulting Agreement with NuVen Advisors,
Inc.(1)
B. Consulting Agreement with Steven H. Dong
(2)
C. Employment Agreement with Fred G. Luke (1)
D. Consulting Agreement with OTC Communications
(3)
E. Consulting Agreement with Structure America,
Inc.(2)
F. Fee Agreement with Archer & Weed (4)
G. Consulting Agreement with John D. Desbrow
(2)
H. Fee Agreement with Skjerven, Morrill,
MacPherson, Franklin & Freil, L.L.P.
I. Consulting Agreement with Paula Amanda
J. Consulting Agreement with Norma McLean
11. Not required.
12. Not required.
13. Not required.
14. Not required.
15. Not required.
16. Not required.
17. Not required.
18. Not required.
19. Not required.
20. Not required.
21. Not required.
22. Not required.
23. Not required.
24.1 Consent of Archer & Weed, special counsel to
registrant, to the use of his opinion with respect to
the legality of the securities being registered hereby
and to the references to him in the Prospectus filed
as a part hereof.
24.2 Consent of Raimondo, Pettit & Glassman
25. Not applicable.
26. Not applicable.
27. Not applicable.
28. Not applicable.
29. Not applicable.
------------------------------------------
(1) Previously filed by the Registrant on January 18, 1996 in its Annual Report
on Form 10KSB for the fiscal year ended September 30, 1995.
(2) Previously filed by the Registrant on November 22, 1996 in its Annual
Report on Form 10KSB for the fiscal year ended June 30, 1996.
(3) Previously filed by the Registrant in a Registration Statement on Form S-8
filed December 7, 1994, File No. 33-87102.
[NUOGAM\FS8:MAY97.FS8]-3
8
<PAGE>
(4) Previously filed by the Registrant in a Registration Statement on Form S-8
filed May 3, 1995, File No. 33-91862.
Item 9. Undertakings
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
registrant pursuant to the foregoing provisions, or otherwise, registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by registrant of expenses
incurred or paid by a director, officer or controlling person of registrant in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification is against public policy
as expressed in the Act and will be governed by the final adjudication of such
issue.
Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement to:
(i) include any prospectus required by Section 10 (a) (3)
of the Securities Act;
(ii) reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represents a
fundamental change in the information set forth in the
registration statement; and
(iii)include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
provided, however, paragraphs (i) and (ii) shall not apply if
the information required to be included in a post-effective
amendment by those paragraph is incorporated by reference from
period reports filed by the registrant small business issuer
under the Exchange Act.
(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment to the
registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) To deliver or cause to be delivered with the prospectus, to
each person to whom the prospectus is sent or given, the
latest annual report to security holders that is incorporated
by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14e-3 under the
Securities Exchange Act of 1934; and, where interim financial
information require to be presented by Article 3 of Regulation
S-X is not set forth in the prospectus, to deliver, or cause
[NUOGAM\FS8:MAY97.FS8]-3
9
<PAGE>
to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to
provide such interim financial information.
Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of registrant's annual
report pursuant to Section 13(a) of the Securities Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
[NUOGAM\FS8:MAY97.FS8]-3
10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized in the City of Irvine, State of California on the 12th day of May ,
1997.
NUOASIS GAMING, INC.
(Registrant)
By: /s/ Joe Monterosso
----------------------------------
Joe Monterosso,
President and Director
By: /s/ Fred G. Luke
----------------------------------
Fred G. Luke, Director
By: /s/ Paula Amanda
----------------------------------
Paula Amanda, Director
Pursuant to the requirements of the 1933 Act, this registration
statement or amendment has been signed by the following persons in the
capacities and on the dates indicated:
Signatures Title Date
------------------- ------------------------ ------------
/s/ Joe Monterosso President and Director May 12, 1997
--------------
Joe Monterosso
/s/ Steven H. Dong Chief Financial Officer May 12, 1997
-------------- and Principal Accounting
Steven H. Dong Officer
[NUOGAM\FS8:MAY97.FS8]-3
12
<PAGE>
FORM S-8 REGISTRATION STATEMENT
EXHIBIT INDEX
The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-K and are specifically incorporated herein
by this reference:
Exhibit
Number in
Registration
Statement Description
------------ -----------------------------------------------------------
5. Opinion of Counsel
10. A. Consulting Agreement with NuVen Advisors, Inc.(1)
B. Consulting Agreement with Steven H. Dong (2)
C. Employee Agreement with Fred G. Luke (1)
D. Consulting Agreement with OTC Communications (3)
E. Consulting Agreement with Structure America, Inc.(2)
F. Fee Agreement with Archer & Weed (4)
G. Consulting Agreement with John D. Desbrow (2)
H. Fee Agreement with Skjerven, Morrill, MacPherson,
Franklin & Freil, L.L.P
I. Consulting Agreement with Paula Amanda
J. Consulting Agreement with Norma McLean
24.1 Consent of Richard O. Weed to Use of Opinion
24.2 Consent of Raimondo Pettit & Glassman
- -------------------------------------------------------------------------------
(1) Previously filed by the Registrant on January 18, 1996 in its Annual Report
on Form 10KSB for the fiscal year ended September 30, 1995.
(2) Previously filed by the Registrant on November 22, 1996 in its Annual
Report on Form 10KSB for the fiscal year ended June 30, 1996.
(3) Previously filed by the Registrant in a Registration Statement on Form S-8
filed December 7, 1994, File No. 33-87102.
(4) Previously filed by the Registrant in a Registration Statement on Form S-8
filed May 3, 1995, File No. 33-91862.
[NUOGAM\FS8:MAY97.FS8]-3
13
EXHIBIT 5.
OPINION OF COUNSEL
[NM\FS8\80594.FS8]
14
<PAGE>
ARCHER & WEED
Special Project Counsel
5140 BIRCH STREET, SUITE 100, NEWPORT BEACH, CALIFORNIA 92660-2164
TELEPHONE (714) 760-7424 FACSIMILE (714) 475-9087
WRITER'S DIRECT NUMBER
(714) 475-9086
May 15, 1997
Board of Directors
NuOasis Gaming, Inc.
2 Park Plaza, Suite 470
Irvine, CA 92614
Re: Form S-8 Registration Statement Opinion of Counsel
Gentlemen:
I have acted as a special counsel for NuOasis Gaming, Inc. a Delaware
corporation (the "Company") in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended, (the "Act") of a registration statement on Form S-8
(the "Registration Statement"), relating to the offer and sale of 9,390,480
shares of Common Stock, $.01 par value (the "Common Stock") to consultants or
emplyees of the Company, in consideration for services performed and to be
performed on behalf of the Company under the terms and conditions of certain
consulting agreements (the "Consulting Agreements").
As special counsel for the Company, I have examined the Company's
articles of incorporation, bylaws, minute book, and certain other corporate
records. For the purpose of the opinions expressed below, I have also examined
the Registration Statement on Form S-8 to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, covering the
Common Stock in this offering.
In arriving at the opinions set forth below, I have examined and relied
upon originals or copies, certified or otherwise identified to my satisfaction,
of corporate records (including the Registration Statement with its exhibits)
provided by the officers of the Company. I have made such investigations of law
as I have considered necessary or appropriate as a basis for my opinions.
My opinions are qualified in all respects by the scope of the document
examination and I make no representation as to the sufficiency of my
investigation for your purpose. I have not made any document examination or
rendered any other advice other than as described herein and I at all times have
assumed and relied upon the truth and completeness of the information,
statements and representations which have been given by the Company to me. I do
not express any opinion with respect to the completeness, adequacy, accuracy or
any other aspect of the financial statements incorporated by reference in the
Registration Statement.
[NM\FS8\80594.FS8]
15
<PAGE>
In rendering this opinion, I have assumed, without independently
verifying such assumptions, and this opinion is based and conditioned upon the
following: (i) the genuineness of the signatures on and the enforceability of
all instruments, documents and agreements examined by me and the authenticity of
all documents furnished for my examination as originals and the conformity to
the original documents of all documents furnished to me as copies; (ii) where an
executed document has been presented to me for my review, that such document has
been duly executed on or as of the date stated and that execution and delivery
was duly authorized on the part of the parties thereto; (iii) each of the
foregoing certificates, instruments and documents being duly authorized,
executed and delivered by or on behalf of all the respective parties thereto,
and such instruments and documents being legal, valid binding obligations of
such parties; (iv) the truth and accuracy of representations and statements made
in the documents received from the State of Delaware; and (vi) NuOasis Gaming,
Inc. will be operated in accordance with the terms of its charter documents and
the laws of the State of Delaware and the terms of the instruments or documents
referred to above.
Based upon the foregoing, I am of the opinion that:
1. The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware, the
jurisdiction of its incorporation.
2. The terms and provisions of the Common Stock conform to the
description thereof contained in the Registration Statement, and the form of the
stock certificates used to evidence the Common Stock are in good and proper form
and no stockholder is entitled to preemptive rights to subscribe for or purchase
any of the Common Stock.
3. Based upon the foregoing, I am of the opinion that the issuance and
the sale of the shares of Common Stock in this offering has been duly and
validly authorized, and subject to compliance with the provisions of the written
agreements, the Common Stock issuable under the Consulting Agreements will duly
authorized and validly issued as fully paid and non-assessable shares of Common
Stock.
4. Based upon the opinion of defense counsel for the Company, there are
no suits, proceedings or actions known to me which are threatened or pending
against the Company in any court or before or by any governmental body which
might materially and adversely affect the business of the Company, its condition
(financial or otherwise), business operations, income, properties or business
prospects, except as set forth in or contemplated by the Prospectus, or by the
Company's Annual Report on Form 10-KSB for the fiscal year ended June 30, 1996
as filed with the Securities and Exchange Commission.
5. No consent, approval, order or authorization of any regulatory board, agency,
or instrumentality having jurisdiction over the Company or its properties (other
than registration under the Act or qualification under state securities or Blue
Sky laws or clearance from the NASD) is required for the valid authorization,
issuance and delivery of the Common Stock or, if required, it has been obtained
and is in full force and effect.
I am admitted to practice in the State of California and the State of
Texas. I am not admitted to practice in Delaware, the state of incorporation of
the Company, or in any other jurisdictions other than California and Texas, in
which the Company may own property or transact business. My opinions herein are
with respect to federal law only and, to the extent my opinions are derived from
the laws of other jurisdictions, are based upon an examination of all relevant
authorities and the documents referenced herein and are believed to be correct.
However, except for pending litigation or claims matters, I have not directly
obtained legal opinions as to such matters from attorneys licensed in such other
jurisdictions. No opinion is expressed upon any conflict of law issues. My
opinions are qualified to the extent that enforcement of rights and remedies are
[NM\FS8\80594.FS8]
16
<PAGE>
subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, and other
laws of general application or equitable principles affecting the rights and
remedies of creditors and security holders and to the extent that the
availability of the remedy of specific performance or of injunctive relief is
subject to the discretion of the court before which any proceeding may be
brought.
This opinion is limited to matters existing as of this date, and no
responsibility is assumed to advise you of changes (factual or legal) which may
hereafter occur, whether deemed material or not.
This opinion is furnished by me to you as special counsel for the
Company and it is solely for your benefit. This opinion is not to be used,
circulated, quoted or otherwise referred to in whole or in part for any purpose,
other than as set forth in my written consent.
Very truly yours,
/s/ Richard O. Weed
----------------------------------
Richard O. Weed
[NM\FS8\80594.FS8]
17
EXHIBIT 10H
FEE AGREEMENT WITH SKJERVEN, MORRILL,
MacPHERSON & FREIL, L.L.P.
[NM\FS8\80594.FS8]
18
<PAGE>
AGREEMENT FOR LEGAL SERVICES
This Agreement for Legal Services ("Agreement") is entered into
effective as of September 8, 1993. National Pools Corporation (the "Client")
retains Skjerven, Morrill, MacPherson, Franklin & Friel (the "Firm") to provide
legal services for the following matter(s):
Documentation needed to complete conversion of business from limited
partnership to corporation and associated recapitalization, as well as
adoption of Incentive Stock Option Plan, and such other general legal
tasks as Client may ask Firm to perform.
1. Fees charged the Client will be based on the time and labor required
and on the importance and difficulty of the problems encountered. The minimum
fee will be computed on the basis of the usual hourly rate of the person
rendering services. The Firm's present hourly rates for attorneys range from
$80.00 to $350.00. The Firm's hourly rates for staff persons are lower. Rates
and staffing are subject to periodic change at the Firm's discretion without
notice. A charge of $2.00 per hour is added to all fees in lieu of billing for
telephone calls and postage costing less than $10.00 per call or posting.
2. Costs and expenses may be advanced by the Firm. If the Firm does
advance such costs and expenses, and no other arrangements are made, such
advances along with a ten percent service fee will be included on the Firm's
itemized statements, and the Client will reimburse the Firm for these advances
in the same manner as Client pays for legal fees. Costs and expenses which may
be incurred by the Firm on the Client's behalf include, but are not limited to,
copying charges (at $ .20 per page), extraordinary telecommunication charges,
transportation expenses, extraordinary postage and delivery charges, expert
fees, witness fees, court costs, transcript and/or deposition costs, and other
usual and customary costs charged by San Francisco Bay Area law firms.
3. Client agrees to pay the Firm a retainer of $1,000 on or before
September 16, 1993. The Firm is authorized to apply this retainer to amounts to
be paid to the Firm from time to time by the Client under this Agreement; in
such event, Client agrees to replenish the retainer upon demand. Any amount of
the retainer not so applied before the termination or conclusion of the matter
referred to above will be promptly returned to Client, without interest.
4. Upon receipt of an itemized statement from the Firm that does not
reflect a credit to Client's account, the Client agrees to pay to the Firm any
and all sums owing within thirty (30) days of the date of that statement.
Payment of fees is not conditioned on obtaining any particular result during the
course of or upon termination of the matter described above.
5. Client agrees to pay the Firm interest computed at the rate of ten
percent (10%) per annum of any fees (including costs and expenses) owing to the
Firm more than thirty (30) days after the date of the statement on which that
sum is first stated to be owing.
6. It is agreed that the Firm has made no guarantees regarding the
results or termination of or the cost of its services in connection with the
matter described above, and all expressions relative to such matters are only
statements of the Firm's opinion.
7. The Firm shall have the right to withdraw if the Client does not
make any payment required by this Agreement, misrepresents or fails to disclose
material facts to the Firm, or fails to follow the Firm's advice. In any of
these events, the Client shall execute a substitution of attorney document at
the Firm's request.
[NM\FS8\80594.FS8]
19
<PAGE>
8. The Client shall keep the Firm advised of the Client's address and
telephone number at all times, and shall comply on a timely basis with all
reasonable requests of the Firm for information and assistance in connection
with all matters which the Firm is requested to handle.
9. Any documents, materials, or other things which Client provides to
the Firm shall become property of the Firm unless it received written notice
otherwise; the Firm shall use reasonable efforts to preserve such documents. The
Firm shall have no obligation to retain any documents or files pertaining to
Client or Client matters more than one year following the completion of the
Firm's work on that matter. The Firm shall have no obligation to turn over any
of its files to Client, except for copies made at Client's request and expense
and original Client documents which Client has requested in writing prior to the
expiration of the one-year period.
10. There is to be no change or waiver of any of the provisions of this
Agreement (including payment terms) unless the change is in writing and signed
by all parties. If any provision of this Agreement is for any reason invalid or
unenforceable, the remaining provisions shall nevertheless continue in full
force.
11. If any arbitration or legal action or similar proceeding is
instituted by either party concerning the payment of the fee charged or costs
advanced hereunder, the prevailing party shall be entitled to collect its
reasonable attorneys' fees in addition to any other relief that party may
obtain.
12. Any controversy or claim arising out of or relating to this
Agreement, or the breach thereof, including any claims by the Client of
professional negligence or breach of duty, shall be settled by arbitration in
San Jose or San Francisco, California, in accordance with the Commercial
Arbitration Rules of the American Arbitration Association, and judgment upon the
award entered by the Arbitrator(s) may be entered in any court having
jurisdiction thereof.
13. This Agreement constitutes the entire agreement between the Client
and the Firm and there are no other representations, warranties, agreements or
understandings.
DATED: September 19, 1993 SKJERVEN, MORRILL, MacPHERSON
FRANKLIN & FRIEL
By /s/ Marc David Freed
-----------------------------
Marc David Freed
NATIONAL POOLS CORPORATION
DATED: September 10, 1993 By: /s/ Joseph Monterosso
-----------------------------
Joseph MOnterosso
[NM\FS8\80594.FS8]
20
<PAGE>
Law Offices of
SKJERVEN, MORRILL, MacPHERSON, FRANKLIN & FRIEL, L.L.P.
25 Metro Drive, Suite 700
San Jose, California 95110
(408) 453-9200; Facsimile (408)453-7979
Other Offices:
Austin, Texas
San Francisco, California
May 9, 1997
VIA TELECOPIER
Mr. Joseph Monterosso
National Pools Corporation
550 15th Street
San Francisco, CA 94103
Re: Agreement for Legal Services
Our File No. 5993-001 et seq.
Dear Joe:
Reference is made to the Agreement for Legal Services previously
entered into between this firm and National Pools Corporation, now a wholly
owned subsidiary of NuOasis Gaming, Inc. as amended to date.
This firm hereby authorizes payment for the amounts otherwise due under
that Agreement for Legal Services to be made from the proceeds of sale of "free
trading" Common Stock of NuOasis Gaming, Inc. in the name of the firm or
otherwise by a nationally registered broker-dealer, such stock to be registered
pursuant to SEC Form S-8 at the expense of NuOasis Gaming, Inc.
You have already been provided with a statement of the amount due this
firm for services and costs through April 30, 1997. We authorize you to send a
copy of such letter and this letter to a nationally registered broker-dealer and
instruct the broker-dealer to sell sufficient stock, exclusive of commission, to
liquidate this amount.
Please contact me if you have any questions or need any additional
information.
Very truly yours,
/s/ Marc David Freed
----------------------------------
Marc David Freed
MDF:kv
Enclosure
[NM\FS8\80594.FS8]
21
EXHIBIT 10I
CONSULTING AGREEMENT WITH PAULA AMANDA
[NM\FS8\80594.FS8]
22
<PAGE>
CONSULTING AGREEMENT
THIS AGREEMENT, made this 1st day of April 1997, by and between National Pools
Corporation, herein called "Company," with its principal offices at 550-15th
Street, San Francisco, CA 94103 and Paula Amanda, herein called "Consultant," an
individual with offices at 1001 Bridgeway #460, Sausalito, CA 94965.
WHEREAS, Company desires to employ Consultant to provide consulting
services on various projects concerning miscellaneous business matters for
Company. Duties to include various administrative and executive tasks as
directed by the President of NPC or facilitate the close of the NPC/NONA/NUOG
escrow and other general business matters.
NOW, THEREFORE, It is agreed as follows:
That for and in consideration of mutual covenants and promises between
parties hereto, it is hereby agreed that Consultant will furnish services and
Company will make payment for same upon presentation of Consultant's approved
invoices. Total amount payable by Company under this Agreement shall be based on
the SCHEDULE OF FEES presented in ATTACHMENT A to this Agreement Payment is
subject to the following terms and conditions.
Consultant shall be compensated based upon the attached schedule of
fees payable in shares of Company's common stock. Company agrees to include
sufficient number of shares of its common stock in a Form S-8 Registration
Statement. The net proceeds from the sale of these shares shall be applied
towards Consultant's hourly rate. Upon expiration of this Agreement Consultant
shall account to the Company for all sums received from the sale of shares.
(1) Company of Consultant may cancel the Agreement by giving thirty
(30) business days written notice to the other party. In the event of such
cancellation, Consultant shall be entitled to compensation for all services
rendered, plus incurred expenses, to the date of cancellation based o the
SCHEDULE OF FEES presented in ATTACHMENT A.
(2) Consultant shall invoice Company twice monthly; upon receipt of
invoice, Company shall make payment to Consultant within five (5) business days.
(3) Consultant expressly agrees to discharge at once all liens with may
be filed in connection with services performed and hold Company harmless
therefrom.
(4) Consultant shall not assign or delegate to any other person or
entity any rights or duties hereunder without express written consent of
Company.
(5) Consultant shall release, indemnify, defend and hold harmless
Company from and against any and all claims, costs and liability for injury to
or death of persons, and loss or damage to property hereto, caused by or in any
way connected with performance of this Agreement by Consultant, his agents or
employees, except when due to the negligence of Company and/or its agents.
(6) Both parties to the Agreement understand there are certain Company
duties and obligations under Federal and State regulations (and other
regulations, as applicable) that cannot be delegated to Consultant. The scope of
consulting services provided to Company through this Agreement shall not include
such duties or obligations.
[NM\FS8\80594.FS8]
23
<PAGE>
(7) Consultant's relationship to Company is and shall in all respects
be that of an independent consultant. Consultant shall be solely responsible for
its own labor relations, policies and the enforcement thereof Consultant shall
be solely responsible for any Federal, State, County or City taxes upon such
payment made by the Company.
(8) Both Company and Consultant agree to review all terms and
conditions of this Agreement during the month of January and the month of June
of each year, and modify such terms upon mutual consent.
(9) All materials prepared or developed by Consultant during hours
billed to Company (including but not limited to documents, calculations, maps,
sketches, notes and reports) shall become the properly of Company when prepared
whether delivered to Company or not, and if requested, shall be delivered to
Company upon termination of this Agreement.
(10) This Agreement shall take effect when both parties have signed the
Agreement and shall remain in effect until completion of services contracted
hereunder or until terminated by either party, whichever is sooner.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be
executed in duplicate as of the day and year first above written.
National Pools Corporation Paula Amanda
By: /s/ Joe Monterosso /s/ Paula Amanda
----------------------------- ----------------------------------
Joe Monterosso Paula Amanda
Date: 4/1/97 Date: 4/1/97
[NM\FS8\80594.FS8]
24
<PAGE>
ATTACHMENT A
to the
CONSULTING AGREEMENT
between
National Pools Corporation
and
Paula Amanda
SCHEDULE OF FEES
Hourly Rate: $95.00
Expenses: At Cost
Use of Personal Vehicle: $0.30 per mile
National Pools Corporation Paula Amanda
By: /s/ Joe Monterosso /s/ Paula Amanda
------------------------ ----------------------------------
Joe Monterosso Paula Amanda
Date: 4/1/97 Date: 4/1/97
[NM\FS8\80594.FS8]
25
EXHIBIT 10J
CONSULTING AGREEMENT WITH NORMA McLEAN
[NM\FS8\80594.FS8]
26
<PAGE>
CONSULTING AGREEMENT
THIS AGREEMENT, made this 1st day of January, 1997, by and between National
Pools Corporation, herein called "Company", with its principal offices at 550 -
15th Street, San Francisco, CA 94103 and Norma McLean, herein called
"Consultant", an individual with offices at 605 Highland Ave. #7, San Mateo, CA
94401.
WHEREAS, Company desires to employ Consultant to provide consulting
services on various projects concerning financial matters for Company. Duties to
include full charge bookkeeping through financials.
NOW, THEREFORE, It is agreed as follows:
That for and in consideration of mutual covenants and promises between
parties hereto, it is hereby agreed that Consultant will furnish services and
Company will make payment for same upon presentation of Consultant's approved
invoices. Total amount payable by Company under this Agreement shall be based on
the SCHEDULE OF FEES presented in ATTACHMENT A to this Agreement Payment is
subject to the following terms and conditions.
Consultant shall be compensated based upon the attached schedule of
fees payable in shares of Company's common stock. Company agrees to include
sufficient number of shares of its common stock in a Form S-8 Registration
Statement. The net proceeds from the sale of these shares shall be applied
towards Consultant's hourly rate. Upon expiration of this Agreement Consultant
shall account to the Company for all sums received from the sale of shares.
(1) Company or Consultant may cancel the Agreement by giving thirty
(30) business days written notice to the other party. In the event of such
cancellation, Consultant shall be entitled to compensation for all services
rendered, plus incurred expenses, to the date of cancellation based on the
SCHEDULE OF FEES presented in ATTACHMENT A.
(2) Consultant shall invoice Company twice monthly; upon receipt of
invoice, Company shall make payment to Consultant within five (5) business days.
(3) Consultant expressly agrees to discharge at once all liens with may
be filed in connection with services performed and hold Company harmless
therefrom.
(4) Consultant shall not assign or delegate to any other person or
entity any rights or duties hereunder without express written consent of
Company.
(5) Consultant shall release, indemnify, defend and hold harmless
Company from and against any and all claims, costs and liability for injury to
or death of persons, and loss or damage to property hereto, caused by or in any
way connected with performance of this Agreement by Consultant, his agents or
employees, except when due to the negligence of Company and/or its agents.
(6) Both parties to the Agreement understand there are certain Company
duties and obligations under Federal and State regulations (and other
regulations, as applicable) that cannot be delegated to Consultant. The scope of
consulting services provided to Company through this Agreement shall not include
such duties or obligations.
[NM\FS8\80594.FS8]
27
<PAGE>
(7) Consultant's relationship to Company is and shall in all respects
be that of an independent consultant. Consultant shall be solely responsible for
its own labor relations policies and the enforcement thereof Consultant shall be
solely responsible for any Federal, State, County or City taxes upon such
payment made by Company.
(8) Both Company and Consultant agree to review all terms and
conditions of this Agreement during the month of January and the month of June
of each year, and modify such terms upon mutual consent.
(9) All materials prepared or developed by Consultant during hours
billed to Company (including but not limited to documents, calculations, maps,
sketches, notes and reports) shall become the properly of Company when prepared
whether delivered to Company or not, and if requested, shall be delivered to
Company upon termination of this Agreement.
(10) This Agreement shall take effect when both parties have signed the
Agreement and shall remain in effect until completion of all services contracted
hereunder or until terminated by either party, whichever is sooner.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be
executed in duplicate as of the day and year first above written.
National Pools Corporation Norma McLean
By: /s/ Joe Monterosso /s/ Norma McLean
----------------------------- ----------------------------------
Joe Monterosso Norma McLean
Date: 1/1/96 Date: 1/1/96
[NM\FS8\80594.FS8]
28
<PAGE>
ATTACHMENT A
to the
CONSULTING AGREEMENT
between
National Pools Corporation
and
Norma McLean
SCHEDULE OF FEES
Hourly Rate: $45.00
Expenses: At Cost
Use of Personal Vehicle: $0.30 per mile
National Pools Corporation Norma McLean
By: /s/ Joe Monterosso /s/ Norma McLean
------------------------ ----------------------------------
Joe Monterosso Norma McLean
Date: 1/1/96 Date: 1/1/96
[NM\FS8\80594.FS8]
29
EXHIBIT 24.1
CONSENT OF RICHARD O. WEED TO USE OF OPINION
30
<PAGE>
ARCHER & WEED
Special Project Counsel
5140 BIRCH STREET, SUITE 100, NEWPORT BEACH, CALIFORNIA 92660-2164
TELEPHONE (714) 760-7424 FACSIMILE (714) 475-9087
WRITER'S DIRECT NUMBER
(714) 475-9086
May 15, 1997
Board of Directors
NuOasis Gaming, Inc.
2 Park Plaza, Suite 470
Irvine, CA 92614
Re: Form S-8
Gentlemen:
I hereby consent to the filing of my opinion dated even date herewith
as an Exhibit to the May 12, 1997 Form S-8 Registration Statement to be filed by
NuOasis Gaming, Inc.
I further consent to the reference to me and my opinion under the
caption "Legal Opinion and Experts" in the Prospectus.
Very truly yours,
/s/ Richard O. Weed
----------------------------------
Richard O. Weed
31
EXHIBIT 24.2
CONSENT OF RAIMONDO, PETTIT & GLASSMAN
32
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
NuOasis Gaming, Inc. on Form S-8 (File No. 0-18224) of our report dated October
31, 1996, on our audit of the consolidated financial statements of NuOasis
Gaming, Inc. as of June 30, 1996, which report included an explanatory paragraph
with respect to substantial doubt existing about the Company's ability to
continue as a going concern and is included in the Annual Report on Form 10- KSB
filed with the Securities and Exchange Commission on or about November 22, 1996.
We also consent to the reference to our firm under the caption "Experts".
/s/ Raimondo, Pettit & Glassman
----------------------------------
RAIMONDO, PETTIT & GLASSMAN
Torrance, California
May 15, 1997
33
