<PAGE> 1
As filed with the Securities and Exchange Commission on August 27, 1997
Registration No. 33-55254-07
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------------
LONE STAR INTERNATIONAL ENERGY, INC.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C> <C>
Nevada 200 Palo Pinto 87-0434288
(State of Other Jurisdiction Suite 108 (I.R.S. Employer
of Incorporation or Organization) Weatherford, Texas 76086 Identification No.)
(Address of Principal Executive Offices)
----------------------------------
</TABLE>
CONSULTING AGREEMENT (KENNETH A. FREEMAN)
CONSULTING AGREEMENT (BRIAN T. MCKEE)
CONSULTING AGREEMENT (SCOTT MACCAUGHERN)
(Full Title of the Plan)
----------------------------------
C.E. JUSTICE
President
Lone Star International Energy, Inc.
200 Palo Pinto
Suite 108
Weatherford, Texas 76086
(Name and Address of Agent for Service)
Telephone Number, Including Area Code
of Agent for Service:
(817) 598-0542
APPROXIMATE DATE SALE TO PUBLIC WILL START: AS SOON AS PRACTICABLE AFTER
THE EFFECTIVE DATE OF THIS REGISTRATION.
CALCULATION OF REGISTRATION FEE
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<CAPTION>
==========================================================================================================================
Title of Amount Proposed Maximum Proposed Maximum Amount
Securities to to be Offering Price Per Aggregate Offering Registration
be Registered Registered Share (1) Price(1) Fee
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.001.... 1,250,000(2) $1.72 $2,150,000 $651.51
===========================================================================================================================
</TABLE>
(1) Estimated in accordance with Rule 457(a) solely for the
purpose of calculating the registration fee and based
upon the average of the closing bid and ask prices on
August 26, 1997.
(2) 250,000, and 500,000, and 500,000 shares of Class "A"
common stock of the Company, par value $.001 per share,
have been reserved for issuance pursuant to each of the
above-described three Agreements, respectively, for a
total of 1,250,000 shares.
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<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTS
NOTE: The document(s) containing the information required by Item
1 of Form S-8 and the document of availability of registrant information and
any other information required by Item 2 of Form S-8 will be sent or given to
employees as specified by Rule 428 under the Securities Act of 1933, as amended
(the "Securities Act"). In accordance with Rule 428 and the requirements of
Part I of Form S-8, such documents are not being filed with the Securities and
Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act. The registrant shall maintain a file of such
documents in accordance with the provision of Rule 428. Upon request, the
registrant shall furnish to the Commission or its staff a copy or copies of all
of the documents included in such file.
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<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
This Registration statement incorporates herein by reference the
following documents which have been filed (File No. 333-55254-07) with the
Commission by Lone Star International Energy, Inc. (the "Company") pursuant to
the Securities Exchange Act of 1934, as amended ("Exchange Act"):
1. The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1996; and
2. The Company's Quarterly Reports on Form 10-QSB for the quarters
ended March 31, 1997, and June 30, 1997.
Each document filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this registration statement
and 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 such
documents.
Any statement incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this registration statement to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this registration
statement.
ITEM 4. DESCRIPTION OF SECURITIES
250,000 shares of Class "A" common stock of the Company, par value
$.001 per share, have been reserved for issuance pursuant to Mr. Freeman's
Consulting Agreement, 500,000 shares of Class "A" common stock of the Company,
par value $.001 per share, have been reserved for issuance pursuant to Mr.
McKee's Consulting Agreement, and 500,000 shares of Class "A" common stock of
the Company, par value $.001 per share, have been reserved for issuance
pursuant to Mr. MacCaughern's Consulting Agreement, for a total of 1,250,000
shares. Shares issued are fully paid and nonassessable shares. The shares of
Class "A" common stock may not be divided into classes and may not be issued in
series. No shares carry a pre-emptive or other right to purchase, subscribe
for or take part of any securities of the Company issued by it. No shares have
a right to cumulate votes for directors. Each outstanding share is entitled to
one vote, in person or by proxy, on each matter submitted to a vote at a
meeting of the stockholders. No shares have any rights of priority with regard
to any dividends or other distributions which may be declared or become payable
to
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<PAGE> 4
shareholders. The Board of Directors may, in its sole discretion, declare
dividends to be paid out of legally available surplus.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Nevada Revised Statutes Section 78.751 and Article VII of the
Company's Bylaws provide the Company with powers and authority to indemnify its
directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
ITEM 9. UNDERTAKINGS
(a) The undersigned 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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To 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, represent a fundamental change in
the information set forth in the registration
statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration fee" table in the
effective registration statement;
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<PAGE> 5
(iii) To 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, that the undertakings set forth in
paragraph (i) and (ii) above do not apply if the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment 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.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in this 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.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers, and controlling persons of the registrant pursuant to
the provisions described under Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred
or paid by a director, officer, on controlling person of the
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, the
registrant will, unless in the opinion of its counsel that
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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<PAGE> 6
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 Weatherford, State of Texas, on August 27,
1997.
LONE STAR INTERNATIONAL
ENERGY, INC.
By: /s/ CECIL E. JUSTICE
---------------------------------
Cecil E. Justice
President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
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<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ CECIL E. JUSTICE President & Director August 27, 1997
- -----------------------------
Cecil E. Justice
/s/ MICHAEL D. HERRINGTON Director August 27, 1997
- -----------------------------
Michael D. Herrington
/s/ WILLIAM D. JOSSERAND, JR. Director August 27, 1997
- -----------------------------
William D. Josserand, Jr.
</TABLE>
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<PAGE> 7
INDEX TO EXHIBITS
EXHIBIT
NUMBER
- ------
*4.1- Articles of Incorporation of Lone Star International Energy, Inc. . . .
*4.2- Bylaws of Lone Star International Energy, Inc. . . . . . . . . . . . .
4.4- Consulting Agreement
by and between Kenneth A. Freeman and the Company . . . . . . . . . .
4.5- Consulting Agreement
by and between Brian T. McKee and the Company . . . . . . . . . . . .
4.6- Consulting Agreement
by and between Scott MacCaughern and the Company . . . . . . . . . . .
5 - Opinion of Michener Larimore Swindle Whitaker
Flowers Sawyer Reynolds & Chalk, L.L.P. . . . . . . . . . . . . . . . .
24.1- Consent of Davis, Kinard & Co., P.C. . . . . . . . . . . . . . . . . .
24.2- Consent of Michener Larimore Swindle Whitaker
Flowers Sawyer Reynolds & Chalk, L.L.P.
(incorporated in Exhibit 5)
* Previously filed as the same exhibit number with the Company's Registration
Statement on Form 10-KSB for the year ending December 31, 1995, and
incorporated herein by reference.
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<PAGE> 1
EXHIBIT 4.4
CONSULTING AGREEMENT
This agreement is entered into this seventh day of January, 1997, by
and between Cumberland Companies Inc., a Nevada Corporation, 200 Palo Pinto
Street, Suite 108, Weatherford, TX 76086 (hereinafter referred to as
"Cumberland") and Kenneth A. Freeman, Route 1, Route 23, Mineral Wells TX 76067
(hereinafter referred to as "Freeman" or "Consultant").
WITNESSETH
WHEREAS, Cumberland is engaged in the oil and gas exploration and
development industry, and in particular the acquisition of available oil and
gas producing and development properties; and,
WHEREAS, Freeman is a Petroleum Engineer who has in the past provided
services to Cumberland in its evaluation of certain oil and gas properties
being targeted for acquisition; and;
WHEREAS, Cumberland desires to continue to utilize the services of
Freeman, and Freeman desires to provide his services to Cumberland on a
consulting basis.
NOW THEREFORE, in consideration of the foregoing and mutual promises
herein set forth, the parties agrees as follows:
1. Freeman shall provide Petroleum Engineering Consulting services to
Cumberland as may be requested from time to time in its evaluation of oil and
gas properties. Cumberland shall provide reasonable notice of its need for the
services of Freeman, and Freeman shall devote such time as may be reasonably
required to provide the requested consulting services in a timely manner.
2. The term of the consulting agreement shall be (2) two years from the
date hereinabove first mentioned.
3. As the full and complete consideration for the Consulting Services
to be rendered by Freeman for the term hereof, Cumberland shall provide to
Freeman a total of Two Hundred and Fifty Thousand (250,000) shares of
Cumberland Companies Inc., S8 stock.
4. This agreement shall be governed under the laws of the State of
Texas.
5. Cumberland intends to, by March 31, 1997 and will use its best
efforts, file all form 10-k annual reports that need to be filed with the
Securities and Exchange Commission ("SEC"). Cumberland also intends to and will
use its best efforts to file an SEC form S-8 registration statement with the
SEC as soon as practicable to register for sale the 250,000 shares to be issued
to Freeman under this agreement.
IN WITNESS THEREOF, the parties have executed this agreement to be
effective and binding upon the parties as of the date first herein mentioned.
CUMBERLAND COMPANIES INC. CONSULTANT
BY: /s/ C.E. JUSTICE /s/ KENNETH A. FREEMAN
----------------------- -----------------------
C.E. JUSTICE KENNETH A. FREEMAN
<PAGE> 1
EXHIBIT 4.5
CONSULTING AGREEMENT
This Agreement is entered into the 12th day of August, 1997, by and
between Lone Star International Energy, Inc., a Nevada Corporation, 200 Palo
Pinto Street, Suite 108, Weatherford, TX 76086 (hereinafter referred to as
"Lone Star") and Brian T. McKee, 563 Grant Road, North Salem, New York 10560
(hereinafter referred to as "McKee" or "Consultant").
WITNESSETH
WHEREAS, Lone Star is engaged in the energy technology development and
manufacturing and in the oil and gas industry, and is seeking to secure a NASDAQ
listing; and,
WHEREAS, McKee's main business is in the area of corporate development
for publicly traded companies.
NOW THEREFORE, in consideration of the foregoing, the parties agree as
follows:
Section I
Corporate Development For
Lone Star International Energy, Inc.
McKee shall perform the following services:
1. Assist the Corporation in obtaining its NASDAQ listing,
including the search for a possible merger candidate with a current listing,
and the necessary due diligence of such a merger candidate.
2. Negotiate with the holders of the Corporation's convertible
debentures for a possible buy-out by the Corporation.
3. Assist the Corporation in creating awareness of the
Corporation's goods and services.
4. Assist the Corporation in securing a new Investment Banking
Firm representation.
Section II
Compensation
McKee's compensation shall be paid as follows:
1. For the services rendered under Section I hereof, McKee shall
be paid 500,000 shares of the Corporation's freely tradable common stock filed
under S-8 registration.
Page 1 of 3
<PAGE> 2
Section III
Term
The term of this Agreement shall be for thirty-six (36) months and may
be renewed or restructured with the written consent of both parties.
Section IV
Scope of Duties
McKee acknowledges that it may not make any representations about the
future performance of the Corporation, nor guarantee its results.
Section V
Relationship of Parties
This Agreement shall not constitute an employer-employee relationship.
It is the intention of each party that Consultant shall be an independent
contractor and not an employee of the Corporation. consultant shall bear sole
responsibility for its actions and any representations made on behalf of the
Corporation. All compensation paid to Consultant shall constitute earnings to
Consultant and be classified as income. The Corporation shall not withhold any
amounts therefrom as federal or state income tax withholding, or as employee
contribution to Social Security or any other employer withholding applicable
under state or federal law.
Section VI
Disclosure of Information
Consultant agrees not at any time (during or after the term of this
Agreement), to disclose or use, except in the pursuit of business of the
Corporation, any proprietary information of the Corporation. Proprietary
information may be defined as all information which is known only to
Consultant, other consultants, employees of the Corporation or its affiliates
or any other interested parties. It may relate to specific matters including
patent applications, trade secrets, secret processes, identities of suppliers
or customers of the Corporation or any of its affiliates. Consultant also
acknowledges that all such information represents the exclusive property of the
Corporation.
Section VII
Miscellaneous
Consultant agrees and acknowledges that the compensation referred to in
Section II shall be for consulting services ONLY, and is not due for capital
raising. Any capital that may be
Page 2 of 3
<PAGE> 3
raised by Consultant shall entitle Consultant to a success fee to be determined
at the time of the funding.
In the event of default or breach of this Agreement, the interpretation
of this Agreement shall be governed by the local law of the State of Texas, and
both parties hereby consent to the jurisdiction of Tarrant County, Texas.
IN WITNESS THEREOF, the parties have executed this Agreement to be
effective and binding upon the parties as of the date first herein mentioned.
Lone Star International Energy, Inc.
/s/ C.E. JUSTICE
-------------------------------------
C.E. Justice, President
Consultant
/s/ BRIAN T. MCKEE
-------------------------------------
Brian T. McKee
Page 3 of 3
<PAGE> 1
EXHIBIT 4.6
CONSULTING AGREEMENT
This Agreement is entered into this 12th day of August, 1997, by
and between Lone Star International Energy, Inc., a Nevada
Corporation, 200 Palo Pinto Street, Suite 108, Weatherford, TX 76086
(hereinafter referred to as "Lone Star") and Scott MacCaughern, 2029
Sidewinder Dr., Park City, UT 84060 (hereinafter referred to as
"MacCaughern" or "Consultant").
WITNESSETH
WHEREAS, Lone Star is engaged in the energy technology
development and manufacturing and in the oil and gas industry, and is
seeking to secure a NASDAQ listing; and,
WHEREAS, MacCaughern's main business is in the area of corporate
development for publicly traded companies.
NOW THEREFORE, in consideration of the foregoing, the parties
agree as follows:
Section I
Corporate Development for
Lone Star International Energy, Inc.
MacCaughern shall perform the following services:
1. Assist the Corporation in obtaining its NADAQ listing,
including the search for a possible merger candidate with a current
listing, and the necessary due diligence of such a merger candidate.
2. Negotiate with the holders of the Corporation's convertible
debentures for a possible buy-out by the Corporation.
3. Assist the Corporation in creating awareness of the
Corporation's goods and services.
4. Assist the Corporation in securing a new Investment Banking Firm
representation.
Section II
Compensation
MacCaughern's compensation shall be paid as follows:
1. For the services rendered under Section I hereof, MacCaughern shall
be paid 500,00 shares of the Corporation's freely tradable common stocks filed
under S-8 registration.
Page 1 of 3
<PAGE> 2
Section III
Term
The term of this Agreement shall be for thirty-six (36) months and may
be renewed or restructured with the written consent of both parties.
Section IV
Scope of Duties
MacCaughern acknowledges that it may not make any representations about
the future performance of the Corporation, nor guarantee its results.
Section V
Relationship of Parties
This Agreement shall not constitute an employer-employee relationship.
It is the intention of each party that Consultant shall be an independent
contractor and not an employee of the Corporation. Consultant shall bear sole
responsibility for its actions and any representations made on behalf of the
Corporation. All compensation paid to Consultant shall constitute earnings to
Consultant and be classified as income. The Corporation shall not withhold any
amounts therefrom as federal or state income tax withholding, or as employee
contribution to Social Security or any other employer withholding applicable
under state or federal law.
Section VI
Disclosure of Information
Consultant agrees not at any time (during or after the term of this
agreement), to disclose or use, except in the pursuit of business of the
Corporation, any proprietary information of the Corporation. Proprietary
information may be defined as all information which is known only to
Consultant, other consultants, employees of the Corporation or its affiliates
or any other interested parties. It may relate to specific matters including
patent applications, trade secrets, secret processes, identities of suppliers
or customers of the Corporation or any of its affiliates. Consultant also
acknowledges that all such information represent the exclusive property of the
Corporation.
Section VII
Miscellaneous
Consultant agrees and acknowledges that the compensation referred to in
Section II shall be for consulting services ONLY, and is not due for capital
raising. Any capital that may be
Page 2 of 3
<PAGE> 3
raised by Consultant shall entitle Consultant to a success fee to be determined
at the time of the funding.
In the event of default or breach of this Agreement, the interpretation
of this Agreement shall be governed by the local law of the State of Texas, and
both parties hereby consent to the jurisdiction of Tarrant County, Texas.
IN WITNESS THEREOF, the parties have executed this Agreement to be
effective and binding upon the parties as of the date first herein mentioned.
Lone Star International Energy, Inc.
/S/ C.E. JUSTICE
-------------------------------------
C.E. Justice, President
Consultant
/S/ SCOTT MACCAUGHERN
-------------------------------------
Scott MacCaughern
Page 3 of 3
<PAGE> 1
EXHIBIT 5
[MICHENER, LARIMORE, SWINDLE, WHITAKER, FLOWERS, SAWYER,
REYNOLDS & CHALK, L.L.P. LETTERHEAD]
August 20, 1997
Lone Star International Energy, Inc.
200 Palo Pinto
Suite 108
Weatherford, Texas 76086
Re: Consulting Agreement by and between Kenneth A.
Freeman and the Company;
Consulting Agreement by and between Brian T. McKee and the
Company;
Consulting Agreement by and between Scott MacCaughern and
the Company
Gentlemen:
As set forth in the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by Lone Star International Energy, Inc., a Nevada
corporation formerly known as Cumberland Companies (the "Company"), with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"), relating to 1,250,000 shares of common
stock, $.001 par value, of the Company (the "Common Stock"), to be issued
from time to time pursuant to the above-referenced Plans, certain legal matters
in connection with the Common Stock are being passed upon for you by us. At
your request, this opinion is being furnished to you for filing as Exhibit 5 to
the Registration Statement.
The Plans provide for the issuance to certain individual consultants named
therein of shares of common stock of the Company in exchange for professional
services rendered by them as described therein. As used herein, the term
"Shares" shall mean the Shares issuable to such individuals.
In our capacity as your counsel in connection referred to above, we have
examined the Plans, the Company's Articles of Incorporation, and its Bylaws,
each as amended to date, and have examined the originals, or copies certified
or otherwise identified, of corporate records of the Company, including minute
books
<PAGE> 2
Lone Star International Energy, Inc.
July 13, 1995
Page 2
of the Company as furnished to us by the Company, certificates of public
officials and of representatives of the Company, statutes and other instruments
or documents, a basis for the opinions hereinafter expressed.
We have assumed that all signatures on all documents examined by us are
genuine, that all documents submitted to us as originals are accurate and
complete, that all documents submitted to us as copies are true and correct
copies of the originals thereof and that all information submitted to us was
accurate and complete.
Based upon our examination as aforesaid and subject to assumptions,
limitations and qualifications set forth herein, we are of the opinion that:
3. The Company is a corporation duly organized and
validly existing in good standing under the laws of the State of
Nevada.
2. Upon the issuance and delivery of such Shares upon the
receipt of the consideration stated in the Plans, such Shares will be
validly issued, fully paid and nonassesable.
We do not express any opinion herein on any other respect of the Shares
the effect of any equitable principles or fiduciary considerations relating to
the adoption of the Plans or the issuance of the Shares, or the enforceability
of any particular provisions of the Plans.
The opinions set forth above are limited in all respects to matters of
Nevada law as in effect on the date hereof.
We consent to the inclusion in the Registration Statement (Form S-8)
pertaining to the Plans, of this opinion.
Very truly yours,
/s/ Wayne M. Whitaker, Partner
Wayne M. Whitaker, Partner
WMW/jj
<PAGE> 1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Consulting Agreement by and between Kenneth A.
Freeman and Lone Star International Energy, Inc., Consulting Agreement by and
between Brian T. McKee and Lone Star International Energy, Inc., and Consulting
Agreement by and between Scott MacCaughern and Lone Star International Energy,
Inc., of our report dated April 7, 1997, with respect to the consolidated
financial statements and schedules of Lone Star International Energy, Inc.
included in its Annual Report (Form 10-K) for the year ended December 31, 1996,
filed with the Securities and Exchange Commission.
/s/ DAVIS, KINARD & CO., P.C.
-----------------------------
Davis, Kinard & Co., P.C.
Abilene, Texas
August 26, 1997
