<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
/xx/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 1993
-------------------------------------------------
or
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
-------------------- -------------------------
Commission File Number: 33-25647-D
--------------------------------------------------------
Advanced Biological Systems, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 87-0462198
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2936 Sierra Point Place, Salt Lake City, Utah 84198
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(801) 521-8000
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
/ / Yes /x/ No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's class of
common stock, as of the latest practicable date.
The number of shares outstanding of each of the registrant's classes of common
stock, as of July 8, 1996 is 27,781,234 shares, all of one class of $.001 par
value common stock.
1
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TABLE OF CONTENTS
Page No.
--------
PART I
Item 1. Financial Statements F1-F12
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations and Plan of Operations 3-5
PART II
Item 1. Legal Proceedings 6
Item 2. Changes in Securities 6
Item 3. Defaults Upon Senior Securities 6
Item 4. Submission of Matters to a
Vote of Security Holders 6
Item 5. Other Information 6
Item 6. Exhibits and Reports on Form 8-K 6
Signatures 7
2
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[LETTERHEAD OF JONES, JENSEN & COMPANY]
The Board of Directors
Advanced Biological Systems, Inc.
Salt Lake City, Utah
The accompanying balance sheet of Advanced Biological Systems, Inc. (A
Development Stage Company) as of March 31, 1993 and the related statements of
operations, stockholders' equity (deficit), and cash flows for the three months
ended March 31, 1993 and 1992 and from inception on October 3, 1988 through
March 31, 1993 were not audited by us and, accordingly, we do not express an
opinion on them. The accompanying balance sheet as of December 31, 1992 was
audited by us and we expressed an unqualified opinion on it in our report dated
April 4, 1996.
/s/Jones, Jensen & Company
- --------------------------
Jones, Jensen & Company
April 8, 1996
F1
<PAGE> 4
ADVANCED BIOLOGICAL SYSTEMS, INC.
(A Development Stage Company)
BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS
March 31, December 31,
1993 1992
----------- -----------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash $ 10,497 $ --
----------- -----------
Total Current Assets 10,497 --
----------- -----------
FIXED ASSETS - Net (Note 1) -- 9,411
----------- -----------
TOTAL ASSETS $ 10,497 $ 9,411
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Cash overdraft $ -- $ 64
Accounts payable - trade 196,216 196,216
----------- -----------
Total Current Liabilities 196,216 196,280
----------- -----------
COMMITMENTS AND CONTINGENCIES -- --
----------- -----------
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $0.001 par value,
50,000,000 shares authorized,
no shares issued and outstanding
Common stock, $0.001 par value, 50,000,000 shares authorized, 8,560,359 and
8,423,693 shares issued and outstanding,
respectively 8,560 8,423
Capital in excess of par value 7,769,182 7,749,069
Deficit accumulated during
the development stage (7,963,461) (7,944,361)
----------- -----------
Total Stockholders' Equity (Deficit) (185,719) (186,869)
----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ 10,497 $ 9,411
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F2
<PAGE> 5
ADVANCED BIOLOGICAL SYSTEMS, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
From Inception
For the Three on October 3,
Months Ended March 31, 1988 Through
----------------------------- March 31,
1993 1992 1993
----------- ----------- --------------
<S> <C> <C> <C>
REVENUE $ -- $ -- $ --
----------- ----------- -----------
OPERATING EXPENSES -- -- --
----------- ----------- -----------
OPERATING LOSS -- -- --
----------- ----------- -----------
OTHER INCOME AND (EXPENSES)
Loss on discontinued operations (19,100) (785,121) (7,963,461)
----------- ----------- -----------
NET LOSS $ (19,100) $ (785,121) $(7,963,461)
=========== =========== ===========
Loss Per Share $ (0.00) $ (0.14) $ (1.47)
=========== =========== ===========
Weighted Average Number
of Shares Outstanding 8,551,248 5,690,588 5,418,581
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F3
<PAGE> 6
ADVANCED BIOLOGICAL SYSTEMS, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(Unaudited)
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Capital in During the
---------------------------- Excess of Development
Shares Amount Par Value Stage
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Balance, October 3, 1988 -- $ -- $ -- $ --
Shares issued to incorporators
for $0.0012 per share 3,306,668 3,307 693 --
Net loss for the year ended
December 31, 1988 -- -- -- (164)
----------- ----------- ----------- -----------
Balance, December 31, 1988 3,306,668 3,307 693 (164)
Shares issued to the public for
$0.0375 per share on
August 22, 1989 1,733,332 1,733 63,267 --
Costs of public offering -- -- (29,265) --
Net loss for the year ended
December 31, 1989 -- -- -- (28,341)
----------- ----------- ----------- -----------
Balance, December 31, 1989 5,040,000 5,040 34,695 (28,505)
Shares of restricted common
stock issued for $6.00 per share 416,667 417 2,499,583 --
Net loss for the year ended
December 31, 1990 -- -- -- (129,598)
----------- ----------- ----------- -----------
Balance, December 31, 1990 5,456,667 $ 5,457 $ 2,534,278 $ (158,103)
----------- ----------- ----------- -----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F4
<PAGE> 7
ADVANCED BIOLOGICAL SYSTEMS, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Continued)
(Unaudited)
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Capital in During the
---------------------------- Excess of Development
Shares Amount Par Value Stage
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Balance, December 31, 1990 5,456,667 $ 5,457 $ 2,534,278 $ (158,103)
Shares issued in private
transactions at an average price
of approximately $4.59 per share 113,917 114 523,636 --
Shares issued in private
placement at $3.00 per share 668,333 668 2,004,332 --
Shares issued in exchange for
product and marketing rights
at $3.00 per share 400,000 400 1,199,600 --
Costs of private placement -- -- (218,523) --
Contribution of assets by an
officer and director -- -- 1,350 --
Net loss for the year ended
December 31, 1991 -- -- -- (2,245,287)
----------- ----------- ----------- -----------
Balance, December 31, 1991 6,638,917 6,639 6,044,673 (2,403,390)
Shares issued on March 31, 1992
in private placement at
$3.75 per share 66,667 67 249,933 --
Shares issued on March 31, 1992
in settlement of debt at
approximately $1.00 per share 150,000 150 150,200 --
Shares issued on April 15, 1992 in
private placement at an average price
of approximately $4.49 per share 38,333 38 172,012 --
----------- ----------- ----------- -----------
Balance forward 6,893,917 $ 6,894 $ 6,616,818 $(2,403,390)
----------- ----------- ----------- -----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F5
<PAGE> 8
ADVANCED BIOLOGICAL SYSTEMS, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Continued)
(Unaudited)
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Capital in During the
--------------------------- Excess of Development
Shares Amount Par Value Stage
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Balance forward 6,893,917 $ 6,894 $ 6,616,818 $(2,403,390)
Shares issued on July 23, 1992
upon exercise of options at
$0.003 per share 83,333 83 167 --
Adjustment for fractional shares
due to stock split
on August 25, 1992 (12) -- -- --
Shares issued on
October 23, 1992 in settlement
of debt at $1.00 per share 100,000 100 99,900 --
Shares issued on
October 23, 1992 in settlement
of debt at $0.30 per share 350,000 350 104,650 --
Shares issued on
November 24, 1992 in private
placement at $2.00 per share 25,000 25 49,975 --
Shares issued on November
25, 1992 in private placement
at approximately $0.38 per share 134,360 134 50,551 --
Shares issued during
December 1992 in settlement
of debt at $1.00 per share 837,095 837 836,258 --
Costs of private placements -- -- (9,250) --
Net loss for the year ended
December 31, 1992 -- -- -- (5,540,971)
----------- ----------- ----------- -----------
Balance, December 31, 1992 8,423,693 $ 8,423 $ 7,749,069 $(7,944,361)
----------- ----------- ----------- -----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F6
<PAGE> 9
ADVANCED BIOLOGICAL SYSTEMS, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Continued)
(Unaudited)
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Capital in During the
-------------------------- Excess of Development
Shares Amount Par Value Stage
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Balance, December 31, 1992 8,423,693 $ 8,423 $ 7,749,069 $(7,944,361)
Shares issued on
January 6, 1993 in private
placement at $0.375 per share 53,333 53 19,947 --
Shares issued on
January 6, 1993 upon exercise
of options at $0.003 per share 83,333 84 166 --
Net loss for the three months
ended March 31, 1993 -- -- -- (19,100)
----------- ----------- ----------- -----------
Balance, March 31, 1993 8,560,359 $ 8,560 $ 7,769,182 $(7,963,461)
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F7
<PAGE> 10
ADVANCED BIOLOGICAL SYSTEMS, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
From Inception
For the Three on October 3,
Months Ended March 31, 1988 Through
----------------------------- March 31,
1993 1992 1993
----------- ----------- --------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss from discontinued operations $ (19,100) $ (785,121) $(7,963,461)
Adjustments to reconcile net income
to net cash provided by operating
activities
Depreciation and amortization -- 2,012 3,043
Stock issued in settlement of debt -- -- 1,192,445
Loss on disposition of assets 9,411 -- 3,206,791
(Increase) decrease in inventory -- (71,207) --
(Increase) decrease in prepaid expenses -- (65,500) --
Increase (decrease) in cash overdraft (64) -- --
Increase (decrease) in accounts payable -- (80,055) 196,216
----------- ----------- -----------
Net Cash (Used) by
Operating Activities (9,753) (999,871)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets -- (25,638) (10,784)
Purchase of product marketing rights -- -- (1,250)
Purchase of promotional video -- -- (50,000)
----------- ----------- -----------
Net Cash Provided (Used) by
Investing Activities -- (25,638) (62,034)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loans -- -- 252,742
Repayment of loans -- (453,971) --
Proceeds from sale of common stock 20,250 -- 3,184,755
----------- ----------- -----------
Net Cash Provided (Used) by
Financing Activities $ 20,250 $ (453,971) $ 3,437,497
----------- ----------- -----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F8
<PAGE> 11
ADVANCED BIOLOGICAL SYSTEMS, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS (Continued)
(Unaudited)
<TABLE>
<CAPTION>
From Inception
For the Three on October 3,
Months Ended March 31, 1988 Through
---------------------------- March 31,
1994 1993 1994
----------- ----------- --------------
<S> <C> <C> <C>
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 10,497 $(1,479,480) $ 10,497
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD -- 1,608,313 --
----------- ----------- -----------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 10,497 $ 128,833 $ 10,497
=========== =========== ===========
SUPPLEMENTAL CASH FLOW
DISCLOSURES
Interest paid $ -- $ -- $ --
Income taxes paid $ -- $ -- $ --
NON-CASH FINANCING ACTIVITIES
Stock issued for note $ -- $ -- $ 2,498,750
Stock issued in settlement of debt $ -- $ 267,366 $ 1,192,445
Purchase of Bioreactor through
assignment of note $ -- $ -- $ 2,150,000
Acquisition of product marketing
rights through issuance of
notes and stock $ -- $ -- $ 2,200,000
</TABLE>
The accompanying notes are an integral part of these financial statements.
F9
<PAGE> 12
ADVANCED BIOLOGICAL SYSTEMS, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
March 31, 1993 and December 31, 1992
(Unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
The financial statements presented are those of Advanced Biological
Systems, Inc. (A Development Stage Company) (the Company). The Company
was incorporated in the State of Delaware on October 3, 1988. The
Company was organized to develop and operate centers for the treatment
of diseases of the immune system. The Company discontinued operations
in 1992 and is now seeking new business opportunities.
b. Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting. The Company has elected a calendar year end.
c. Loss Per Share
The computation of loss per share of common stock is based on the
weighted average number of shares outstanding during the period.
d. Deferred Offering Costs
In connection with the public offering of the Company's common stock,
all costs were accumulated as deferred charges. The deferred charges
were offset against capital in excess of par value upon successful
completion of the offering.
e. Cash Equivalents
The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.
f. Income Taxes
No provision for income taxes has been accrued because the Company has
net operating losses from inception. The net operating loss
carryforwards totalling approximately $7,940,000 at December 31, 1992,
expire in 2007. No tax benefit has been reported in the financial
statements because the Company is uncertain if the carryforwards will
expire unused. Accordingly, the potential tax benefits are offset by a
valuation account of the same amount.
F10
<PAGE> 13
ADVANCED BIOLOGICAL SYSTEMS, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS (Continued)
March 31, 1993 and December 31, 1992
(Unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
g. Fixed assets
Fixed assets are being depreciated utilizing a straight-line method
over sixty months assuming no residual value. Depreciation expense for
the years ended December 31, 1992, 1991 and 1990 was $1,733, $990 and
$0 respectively.
All fixed assets were disposed of during the three months ended March
31, 1993.
h. Stock Split
On November 15, 1989, the Company effected a forward split of its
common shares outstanding on a 4-for-1 basis in the form of a stock
dividend. On June 29, 1992, the Company effected a reverse stock split
of its common shares outstanding on a 1-for-3 basis. The financial
statements have been restated retroactively to reflect the effects to
these stock splits.
NOTE 2 - STOCK ISSUANCES
During the three months ended March 31, 1993, the Company issued
136,666 shares of its common stock in two private placements at an
average price of $0.15 per share. Total proceeds were $20,250.
NOTE 3 - LEASE AGREEMENT
Effective August 1, 1991, the Company entered into a three year lease
agreement with an unrelated third party for approximately 2,300 square
feet of office space in Salt Lake City, Utah for a rental of $1,905 per
month. The lease payments include all common area maintenance fees and
utilities except telephone service.
NOTE 4 - DISCONTINUED OPERATIONS
In 1992, the Company discontinued all operations due to a lack of
working capital. The Company is currently inactive and is seeking other
business opportunities.
F11
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ADVANCED BIOLOGICAL SYSTEMS, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS (Continued)
March 31, 1993 and December 31, 1992
(Unaudited)
NOTE 5 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern. However,
the Company has experienced operating losses and no longer has a source
of revenues. The Company is seeking new business opportunities through
merger or purchase of existing, operating companies. Until that time,
the Company's operating expenses may be financed by advances from a
major shareholder. Due to the limited assets of the Company, no
assurance can be given that the Company will continue as a going
concern.
NOTE 6 - COMMITMENTS AND CONTINGENCIES
For the year ended, December 31, 1992, the Company wrote off certain
accounts payable which were either disputed or never paid. The statute
of limitations has run for most of the undisputed payables, but has not
run for the disputed payables. As of the date of issuance of these
financial statements, no attempt has been made to collect these amounts
from the Company. The disputed amounts totalled $179,999 at December
31, 1992. The Company's management believes that the risk that the
Company will be required to pay any of the disputed amounts is remote.
F12
<PAGE> 15
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS AND PLAN OF OPERATIONS
The Company is subject to the reporting requirements under the
Securities Exchange Act of 1934. Notwithstanding such requirements, the last
report filed by the Company (exclusive of a Form 8-K with date of report of
December 18, 1994, filed December 28, 1994) was a Form 10-Q for its quarter year
ended September 30, 1992. The Company, during the first six months of 1996
embarked upon an effort to bring itself "current" with respect to its reporting
requirements and in that regard has prepared and filed (or is in the process of
filing) the following reports as indicated:
Form 10-KSB for calendar year ended December 31, 1992
Forms 10-QSB for quarters ended March 31, 1993, June 30, 1993 and September 30,
1993
Form 10-KSB for calendar year ended December 31, 1993
Forms 10-QSB for quarters ended March 31, 1994, June 30, 1994 and September 30,
1994
Form 10-KSB for calendar year ended December 31, 1994
Forms 10-QSB for quarters ended March 31, 1995, June 30, 1995 and September 30,
1995
Form 10-KSB for calendar year ended December 31, 1995 and
Form 10-QSB for quarter ended March 31, 1996
Each of the above referenced reports were basically prepared at or
around the same time and forwarded for filing purposes on or about the same
date.
Each of the above referenced reports clearly indicate that the Company
has not had any revenues from operations since its inception in 1988. Such
reports further indicate that in 1992 the Company discontinued all operations
due to lack of working capital and that the Company has been inactive and
remained inactive through March 31, 1996.
Such reports further indicate that from time to time, and as management
felt the need arose, the Company utilized sale of its securities for purposes of
obtaining operating capital and/or in order to settle certain outstanding
indebtedness. For a complete summarization of all shares of Company common stock
issued from inception through December 31, 1995, reference is herewith made to
the audited statement of stockholders' equity as same appears in the Company's
Form 10-KSB for calendar year ended December 31, 1995.
Such statement of stockholders' equity (taken in conjunction with those
prior audited statements of stockholders' equity for calendar years ended
December 31, 1992, 1993 and 1994) indicates, in part, as follows:
3
<PAGE> 16
Calendar year ended December 31,
A) 1992 - the Company issued 1,437,095 shares of its common stock in
settlement of debt in the amount of $1,192,445. During such time period
the Company also issued 347,693 shares of its common stock in private
placements for net proceeds of $513,735.
B) 1993 - the Company issued 220,875 shares of its common stock in
settlement of debt in the amount of $220,875. During such time period
the Company also issued 666,666 shares of its common stock in private
placements for net proceeds of $103,250.
C) 1994 - no new shares of common stock were issued.
D) 1995 - the Company issued 14,000,000 shares of its common stock in
settlement of debt in the amount of $140,398. During such time period
the Company also issued 3,400,000 shares of its common stock in private
placements for net proceeds of $100,000.
No shares of common stock were issued during the first quarter of 1996.
As can be seen from the above, from January 1, 1992 through March 31,
1996 an aggregate of 15,657,970 shares of Company common stock were issued for
purposes of retiring debt in the amount of $1,553,718. Accordingly, as a direct
result of the above (and taking into consideration debt retirement in exchange
for securities) Company liabilities (which consists of accounts payable - trade)
were reduced to $55,327 as of March 31, 1996.
Subsequent to March 31, 1996 and during the first two weeks of April,
1996, the Company issued an additional 1,000,000 shares of its common stock for
cash consideration in the amount of $35,000. The Company further authorized
issuance of an additional 70,000 shares of its common stock in settlement, on
May 8, 1996, of a claim by a former officer for use of his name on stock
certificates subsequent to his resignation. Accordingly, as of July 8, 1996 the
total number of shares of common stock issued and outstanding amounted to
27,781,234.
Once each of the above referenced Forms 10-QSB and 10-KSB have been
filed the Company will be current with respect to its reporting requirements and
will be in a position so as to pursue its current business objectives, i.e., to
seek potential business opportunities which in the opinion of management may
provide a profit to the Company. Such involvement may be either in the form of
an acquisition of existing business(s) and/or the acquisition of assets in order
to establish subsidiary business(es) for the Company. These plans remain in
their formative stages and are, accordingly, subject to change if and when
alternative business
4
<PAGE> 17
opportunities arise. At the present time management considers the Company's
principal asset to be the fact that the Company is a "public" company trading on
the electronic over-the-counter bulletin board, thereby creating a "value" for
the Company which might not otherwise exist if it were not a public company. An
example of such "value" relates directly to the Company's ability to, as
aforesaid, retire a substantial amount of outstanding indebtedness in exchange
for issuance of its securities, thereby creating a relatively broad base of
interested stockholders, many of whom were former creditors of the Company.
5
<PAGE> 18
PART II
Item 1. Legal Proceedings - None
Item 2. Changes in Securities - None
Item 3. Defaults Upon Senior Securities - None
Item 4. Submission of Matters to a
Vote of Security Holders - None
Item 5. Other Information - None
Item 6. (a) Exhibits - None
(b) Reports on Form 8-K None
6
<PAGE> 19
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 by the
undersigned thereunto duly authorized.
ADVANCED BIOLOGICAL SYSTEMS, INC.
By /s/Emanuel A. Floor
---------------------------
Emanuel A. Floor, President
Dated: June 30, 1996
7
