SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
Amendment No. 1
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the Fiscal Year Ended December 31, 1995
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ______________ to _______________.
Commission File No. 0-18565
RESOURCES OF THE PACIFIC CORPORATION
---------------------------------------------
(Name of small business issuer in its charter)
Nevada 93-0947570
- ------------------------------- ---------------------------------------
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer Identification Number)
5277 Cameron Street, Suite 130, Las Vegas, Nevada 89118
-------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Include Area Code: (702) 221-1209
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
- ------------------- -----------------------------------------
None None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, $.005 par value
-----------------------------
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past twelve (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 ninety (90)
days. Yes No X
----- -----
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ X ]
The issuer's revenues for its most recent fiscal year were $0.
As of June 30, 1996, 25,088,599 shares of common stock of the Registrant
were outstanding. As of such date, the aggregate market value of the common
stock held by non-affiliates, based on the average bid and asked price on the
NASD Electronic Bulletin Board, was approximately $508,798.
DOCUMENTS INCORPORATED BY REFERENCE
No annual reports to security holders, proxy or information statements, or
prospectuses filed pursuant to Rule 424(b) or (c) are incorporated by reference
in this report.
Transitional Small Business Disclosure Format: Yes No X
----- -----
<PAGE>
TABLE OF CONTENTS
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Page
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PART I
ITEM 1. DESCRIPTION OF BUSINESS..................................... 1
ITEM 2. DESCRIPTION OF PROPERTIES................................... 2
ITEM 3. LEGAL PROCEEDINGS........................................... 2
ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS......................................... 2
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS................................. 3
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS........................ 3
ITEM 7. FINANCIAL STATEMENTS........................................ 4
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE...................... 5
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16(a) OF THE EXCHANGE ACT........................... 5
ITEM 10. EXECUTIVE COMPENSATION...................................... 6
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT....................................... 6
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.............. 7
ITEM 13. EXHIBITS AND REPORTS OF FORM 8-K............................ 7
SIGNATURES................................................................ 8
</TABLE>
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
BUSINESS DEVELOPMENT
Resources of the Pacific Corporation (the "Company") was organized under
the laws of the State of Nevada in April of 1987, under the name "10 Minute Pit
Stop USA, Inc." The Company was formed for the purpose of acquiring and
operating automotive oil change service centers. On April 30, 1987, the Company
merged with Value Funding Corporation, a publicly-owned corporation that owned a
chain of oil change and lubrication centers. In 1990, the Company changed its
name to Pit Stop Auto Centers, Inc.
From inception through late 1991, the Company and its various subsidiaries
operated automotive oil change, lubrication and fluid maintenance service
centers in Phoenix, Oklahoma City and various locations in Texas. On December
31, 1991, the Company sold all of its properties, inventories and other assets
used in the operation of its service centers and ceased to operate in the
automotive service center business. Since the sale of its assets and
discontinuance of its automotive service center business in December of 1991,
the Company's operations have been limited to efforts to identify and acquire an
operating business.
Pursuant to its efforts to acquire an operating business, on September 7,
1995, the Company entered into an Acquisition Agreement (the "Acquisition") with
Resources of the Pacific, Inc. ("ROP") pursuant to which:
(1) The Company acquired all of the issued and outstanding shares of ROP
in exchange for the issuance of 22,219,000 shares of common stock of
the Company;
(2) The Articles of Incorporation of the Company were amended by effecting
a reverse split of the common stock on a ratio of one for twenty; and
(3) The Company changed its name to "Resources of the Pacific
Corporation."
Following the Acquisition, on October 7, 1995, the Company acquired from
Resources of the Pacific Ltd. ("ROP Ltd"), a subsidiary of ROP, all of its
rights, title and interest in certain joint venture timber concessions (the
"Timber Rights") for the development of timber located in Fiji (the "Timber
Acquisition") in exchange for 1,350,000 shares of the Company's common stock and
ROP divested its entire interest in ROP Ltd.
Following the completion of the Acquisition and the Timber Acquisition,
there were 23,738,599 post-split shares of the Company's $0.005 par value common
stock issued and outstanding, which were owned as follows, to-wit: 22,219,000,
or 93.6%, held by the former stockholders of ROP; 1,350,000, or 5.7%, held by
the former stockholders of ROP Ltd., and 169,599, or .7% by investors in the
Company prior to the Acquisition and Timber Acquisition.
The Timber Rights acquired pursuant to the Acquisition and the Timber
Acquisition consist of various concessions to log, mill and export mahogany,
teak and other wood in Fiji. The Timber Rights were originally acquired by ROP
Ltd and were controlled by ROP pursuant to its acquisition of ROP Ltd. No
logging, milling or other efforts to exploit the Timber Rights were undertaken
during 1995. The business of the Company during 1995 was limited to efforts to
carry out the Acquisition and the Timber Acquisition and to secure funding for
future timber operations.
As part of the Acquisition, the directors elected the following designees
of the stockholders of ROP to serve on the Company's Board of Directors: Ray
Besharaty, John H. Brebbia and Wayne Walters, and the former directors and
executive officers of the Company resigned. The Board then appointed the current
executive officers designated by the shareholders of ROP.
-1-
<PAGE>
On May 3, 1996, the Company acquired from Wood Products International, Inc.
a marketing contract to market wood and wood products produced by the joint
venture timber concession which the Company had acquired from ROP Ltd. in
exchange for 1,350,000 shares of the Company's common stock.
BUSINESS
Prior to the Acquisition of ROP, the Timber Rights, and the subsequent
acquisition of the marketing rights, the Company had not engaged in any material
business operations since 1991. The Company's only activities following the
Acquisition of ROP, the Timber Rights and the subsequent acquisition of the
marketing rights will be the operations of ROP, the exploitation of the Timber
Rights, and the marketing of the wood and wood products produced from such
timber rights.
To date, the Company has contracted for 15 years logging concessions on
40,000 acres of land in FIJI, initiated the planning for the construction of
three saw mills in FIJI, the construction of a wood molding facility and a
veneer plant, both to be located in FIJI.
ITEM 2. DESCRIPTION OF PROPERTY
The Company's only property and assets are Timber Rights from nine joint
ventures covering approximately 40,000 acres of timber land in Fiji and the
exclusive rights to market such products internationally.
ITEM 3. LEGAL PROCEEDINGS
On November 6, 1995 , the Company was named as a defendant in J. Austin
Scheibel and Kevin Donegan v. Resources of the Pacific Corporation, 95-18547, in
the Superior Court of Arizona in and for the County of Maracopa. The plaintiffs
in such cause of action have asserted that they provided certain bridge
financing to the Company in 1992 for which they were promised certain amounts of
common stock and are seeking $40,000 in cash plus accrued interest and attorneys
fees. The Company has denied their claim alleging that the funds were not
advanced to the Company, but only to an entity controlled by the plaintiffs
which was never acquired by the Company. It is managements position that the
Company will prevail in this litigation. Management believes that the Company
has a valid defense to such cause of action.
Other than the foregoing, the Company is not the subject of any pending
legal proceedings; and to the knowledge of management, no proceedings are
presently contemplated against the Company by any federal, state or local
governmental agency. Further, to the knowledge of management, no director or
executive officer is party to any action which any has an interest adverse to
the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the Company's stockholders through
the solicitation of proxies or otherwise, during the fourth quarter of the
Company's fiscal year ended December 31, 1995.
-2-
<PAGE>
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
The Company's common stock was previously listed on the Nasdaq Stock
Market. Since February of 1992, the Company common stock has been listed on the
OTC Bulletin Board. However, the market for these securities is extremely
limited and sporadic.
At June 14, 1996, the closing bid price of the Common Stock was $3.00.
HOLDERS
The number of record holders of the Company's common stock as of June 14,
1996 was 344. This number does not include an indeterminate number of
stockholders whose shares are held by brokers in street name.
DIVIDENDS
The Company has not paid any dividends with respect to its common stock,
and does not intend to pay dividends in the foreseeable future.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
PLAN OF OPERATION
Prior to the acquisition of ROP, the Timber Rights, and the marketing
rights, the Company had not engaged in any material operations since 1991.
Following the acquisition, the Company intends to commence timber operations in
Fiji.
RESULTS OF OPERATIONS
The Company received no revenue in either the calendar year ended December
31, 1995, or the calendar year ended December 31, 1994. The Company had a net
loss of $105,042 in calendar 1995 arising from general and administrative
expenses incurred in connection with the Acquisition and the Timber Acquisition.
The Company reported a net loss of $22,926 during 1994, after a gain on the
forgiveness of debt in the amount of $9,275.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1995, the Company had no material current assets and had
current liabilities of approximately $88,000.
Management estimates that the Company will require a minimum of $600,000 to
begin the proposed timber operations in Fiji after which time management
believes that timber operations will be self supporting. As of June 14, 1996,
the Company had borrowed an aggregate of $100,000 from a shareholder. This loan
is repayable on demand with interest at twelve percent per annum.
Beginning in May, 1996 the Company began offering shares of 12% Convertible
Preferred Shares pursuant to the exemption from registration provided by
Regulation D & Regulation S. As of June 14, 1996, the Company had subscriptions
for $290,000. Management believes that with the funds already raised and the
funds it anticipates raising, it will have sufficient funding to execute its
business operations over the next twelve months.
-3-
<PAGE>
ITEM 7. FINANCIAL STATEMENTS
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Page
Number
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Financial Statements for the years ended
----------------------------------------
December 31, 1995, and December 31, 1994
----------------------------------------
Independent Accountants' Report F- 1
Consolidated Balance Sheets - December 31, 1995 and 1994 F- 3
Consolidated Statements of Operations for the Years Ended
December 31, 1995 and 1994, and for the Period from
January 1, 1992 through December 31, 1995 F- 5
Consolidated Statements of Stockholders' Equity (Deficit)
- January 1, 1992 through December 31, 1995 F- 6
Consolidated Statement of Cash Flows for the Years Ended
December 31, 1995 and 1994, and for the Period from
January 1, 1992 through December 31, 1995 F- 7
Notes to Consolidated Financial Statements F-10
</TABLE>
-4-
<PAGE>
Independent Auditors Report
Board of Directors and Stockholders
Resources of the Pacific Corporation
We have audited the accompanying consolidated balance sheet of Resources of the
Pacific Corporation (formerly Pit Stop Auto Centers, Inc.) (a development stage
company) and its subsidiary as of December 31, 1995, and the related
consolidated statements of operations, stockholders' equity (deficit) and cash
flows for the year ended December 31, 1995 and for the cumulative period from
January 1, 1992 through December 31, 1995. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit. The financial statements of Resources of the
Pacific Corporation as of December 31, 1994 were audited by other auditors whose
report dated April 5, 1995 expressed an unqualified opinion including an
explanatory paragraph stating a concern about the Company continuing as a going
concern. The financial statements of Resources of the Pacific Corporation as of
December 31, 1993 and 1992 were audited by other auditors whose report dated
October 16, 1994 expressed an unqualified opinion including an explanatory
paragraph stating a concern about the Company continuing as a going concern.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
F-1
<PAGE>
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Resources of the
Pacific Corporation and its subsidiary as of December 31, 1995, and the results
of their operations and their cash flows for the year ended December 31, 1995
and for the cumulative period from January 1, 1992 through December 31, 1995 in
conformity with generally accepted accounting principles.
H. J. SWART & COMPANY, P. A.
May 6, 1996
F-2
<PAGE>
Resources of the Pacific Corporation
(Formerly Pit Stop Auto Centers, Inc.)
(A Development Stage Company)
Consolidated Balance Sheet
December 31, 1995 and 1994
<TABLE>
<CAPTION>
Assets
1995 1994
---- ----
<S> <C> <C>
Current assets
Cash $ 151 $ 27
Property and equipment, net 0 281
Other assets
Joint venture timber concessions 7,098,948 0
Goodwill, net 108,626 0
---------- ----------
Total other assets 7,207,574 0
---------- ----------
$7,207,725 $ 308
========== ==========
</TABLE>
The accompanying notes are an integral part
of these financial statements
F-3
<PAGE>
Resources of the Pacific Corporation
(Formerly Pit Stop Auto Centers, Inc.)
(A Development Stage Company)
Consolidated Balance Sheet
December 31, 1995 and 1994
Liabilities and Stockholders' Equity (Deficit)
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<CAPTION>
1995 1994
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Current liabilities
Accounts payable $ 10,000 $ 10,204
Accrued expenses 2,670 0
Advances from related parties 5,100 2,000
Notes payable due related parties 70,000 0
---------- ----------
Total current liabilities 87,770 12,204
Stockholders' equity (deficit)
Common stock, $.005 and $.05
par value, 25,000,000 and
10,000,000 shares authorized,
23,737,964 and 2,874,279 issued
and outstanding at December 31,
1995 and 1994 118,690 143,713
Additional paid in capital 10,022,643 2,760,727
Accumulated deficit (2,471,991) (2,471,991)
Deficit accumulated during the
development stage (549,387) (444,345)
---------- ----------
Stockholders' equity (deficit) 7,119,955 (11,896)
---------- ----------
$7,207,725 $ 308
========== ==========
</TABLE>
The accompanying notes are an integral part
of these financial statements
F-4
<PAGE>
Resources of the Pacific Corporation
(Formerly Pit Stop Auto Centers, Inc.)
(A Development Stage Company)
Consolidated Statement of Operations
Years ended December 31, 1995 and 1994 and
the period January 1, 1992 through December 31, 1995
<TABLE>
<CAPTION>
Cumulative from
Jan. 1, 1992
through
1995 1994 Dec. 31, 1995
---- ---- -------------
<S> <C> <C> <C>
Revenues
Sales $ 0 $ 0 $ 6,264
Expenses
General and administrative 99,626 31,738 549,264
Amortization 2,469 0 2,469
Depreciation 281 467 3,501
---------- ---------- ----------
Total expenses 102,376 32,205 555,234
---------- ---------- ----------
Loss from operations (102,376) (32,205) (548,970)
---------- ---------- ----------
Other income (expense)
Interest income 4 4 14,265
Interest expense (2,670) 0 (62,072)
Gain (loss) on sale of asset 0 0 (3,613)
Other income 0 0 41,728
---------- ---------- ----------
Total other income (expense) (2,666) 4 (9,692)
---------- ---------- ----------
Loss from operations before income
taxes and extraordinary items (105,042) (32,201) (558,662)
Current income tax 0 0 0
Deferred income tax 0 0 0
---------- ---------- ----------
Loss from operations before
extraordinary items (105,042) (32,201) (558,662)
Extraordinary items
Gain on discharge of debt
obligations (no tax effect) 0 9,275 9,275
---------- ---------- ----------
Net loss $ (105,042) $ (22,926) $ (549,387)
========== ========== ==========
Loss per share
Loss before extraordinary item $ (.02) $ (.27) $ (.31)
Extraordinary items 0 .08 .01
---------- ---------- ----------
Net loss $ (.02) $ (.19) $ (.30)
========== ========== ==========
</TABLE>
The accompanying notes are an integral part
of these financial statements
F-5
<PAGE>
Resources of the Pacific Corporation
(Formerly Pit Stop Auto Centers, Inc.)
(A Development Stage Company)
Consolidated Statement of Stockholders' Equity (Deficit)
January 1, 1992 through December 31, 1995
<TABLE>
<CAPTION>
Common Stock Paid-in Accumulated Treasury
Shares Amount Capital Deficit Stock
------ ------ ------- ------- -----
<S> <C> <C> <C> <C> <C>
Balance at January 1, 1992 1,094,279 $ 54,713 $ 2,810,977 $(2,471,991) $(100,000)
Stock issued to an officer and director for
cash, March, 1992, at $.0625 per share 300,000 15,000 3,750 0 0
Shares of treasury stock issued pursuant
to loan agreement 0 0 (100,000) 0 100,000
Stock issued in connection with proposed
acquisition, April, 1992 1,364,000 68,200 (68,200) 0 0
Cancellation of stock issued in connection
with unsuccessful proposed acquisition,
October, 1992 (1,364,000) (68,200) 68,200 0 0
Net loss for the year ended Dec. 31, 1992 0 0 0 (251,989) 0
---------- -------- ----------- ----------- --------
Balance at December 31, 1992 1,394,279 69,713 2,714,727 (2,723,980) 0
Stock issued to an officer and director
for services rendered, June 18, 1993,
at $.125 per share 600,000 30,000 45,000 0 0
Net loss for the year ended Dec. 31, 1993 0 0 0 (169,430) 0
---------- -------- ----------- ----------- --------
Balance at December 31, 1993 1,994,279 99,713 2,759,727 (2,893,410) 0
Stock issued to a corporation owned by the
Company's president for payment of amounts
payable, Feb. 7, 1994, at $.0533 per share 300,000 15,000 1,000 0 0
Stock issued to an officer and director for
payment of cash advances in the amount of
$19,000 and for services rendered in
the amount of $10,000, September 1, 1994,
at $.05 per share 580,000 29,000 0 0 0
Net loss for the year ended Dec. 31, 1994 0 0 0 (22,926) 0
---------- -------- ----------- ----------- -------
Balance at December 31, 1994 2,874,279 143,713 2,760,727 (2,916,336) 0
Stock issued to an officer for payment of
cash advances in the amount of $4,850
March 30, 1995, at $.075 per share 65,000 3,250 1,600 0 0
Stock issued to officer for payment of cash
advances in the amount of $22,000
June 30, 1995, at $.05 per share 440,000 22,000 0 0 0
One for twenty reverse stock split and
change in par value to $.005 (3,210,315) (168,118) 168,118 0 0
Stock issued to acquire a subsidiary on
September 7, 1995 at $.005 per share 22,219,000 111,095 0 0 0
Stock issued to acquire joint venture timber
concessions on October 10, 1995, at
$5.258 per share 1,350,000 6,750 7,092,198 0 0
Net loss for year ended Dec. 31, 1995 0 0 0 (105,042) 0
---------- -------- ----------- ----------- ----------
Balance at December 31, 1995 23,737,964 $118,690 $10,022,643 $(3,021,378) $ 0
========== ======== =========== =========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements
F-6
<PAGE>
Resources of the Pacific Corporation
(Formerly Pit Stop Auto Centers, Inc.)
(A Development Stage Company)
Consolidated Statement of Cash Flows
Years ended December 31, 1995 and 1994 and
the period January 1, 1992 through December 31, 1995
<TABLE>
<CAPTION>
Cumulative from
Jan. 1, 1992
through
1995 1994 Dec. 31, 1995
---- ---- -------------
<S> <C> <C> <C>
Cash flows from operating
activities
Net loss $(105,042) $ (22,926) $ (549,387)
Adjustments to reconcile
net loss to net cash used
by operating activities
Depreciation and amortization 2,750 467 5,970
Recognition of deferred
income 0 0 (100,000)
Assumption of assets and
liabilities by President
of Company 0 0 55,949
Issuance of stock in payment
of accrued liabilities and
cash advances 26,850 10,000 111,850
Decrease in accounts, other
and notes receivable 0 0 150,000
Decrease in other assets 0 0 237,500
Increase (decrease) in
accounts payable and
related party advances 2,896 11,544 (138,018)
Increase in accrued expenses 2,670 0 2,670
---------- ---------- ----------
Net cash used by operating
activities (69,876) (915) (223,466)
Cash flows from investing activities
Proceeds from sale of property
and equipment 0 0 1,052
Proceeds from sale of
marketable securities 0 0 626
Payments for marketable
securities 0 0 (391)
----------- ---------- ----------
Net cash provided by
investing activities 0 0 1,287
</TABLE>
(Continued)
The accompanying notes are an integral part
of these financial statements
F-7
<PAGE>
Resources of the Pacific Corporation
(Formerly Pit Stop Auto Centers, Inc.)
(A Development Stage Company)
Consolidated Statement of Cash Flows
Years ended December 31, 1995 and 1994 and
the period January 1, 1992 through December 31, 1995
(Continued)
<TABLE>
<CAPTION>
Cumulative from
Jan. 1, 1992
through
1995 1994 Dec. 31, 1995
---- ---- -------------
<S> <C> <C> <C>
Cash flows from financing activities
Proceeds from notes payable 70,000 0 75,000
Proceeds from common stock
issuance 0 0 18,750
Payments on notes payable, long-
term debt, and capital lease
obligations 0 0 (5,000)
------- ------ ---------
Net cash provided by financing
activities 70,000 0 88,750
------- ------ ---------
Increase (decrease) in cash 124 (915) (133,429)
Cash at beginning of year 27 942 133,580
------- ------ ---------
Cash at end of year $ 151 $ 27 $ 151
======= ====== =========
Supplemental disclosure of cash
flow information
Cash paid during the year for
Interest $ 0 $ 0 $ 24,013
Income taxes $ 0 $ 0 $ 0
</TABLE>
Supplemental schedule of noncash
investing and financing activities
For the year ended December 31, 1995
The Company issued 65,000 and 440,000 shares of common stock valued at
$.075 and $.05 per share respectively, prior to the reverse stock
split, in payment of $26,850 in cash advances from an officer. The
Company issued 22,219,000 shares of common stock valued at $.005 per
share to acquire 100% of the common stock of Resources of the Pacific,
Inc.
(Continued)
The accompanying notes are an integral part
of these financial statements
F-8
<PAGE>
Resources of the Pacific Corporation
(Formerly Pit Stop Auto Centers, Inc.)
(A Development Stage Company)
Consolidated Statement of Cash Flows
Years ended December 31, 1995 and 1994 and
the period January 1, 1992 through December 31, 1995
(Continued)
The Company issued 1,350,000 shares of common stock valued at $5.258
per share to acquire all the rights, title and interest in certain
joint venture timber concessions.
For the year ended December 31, 1994
The Company issued 300,000 shares of common stock valued at $.0533
per share to a corporation owned by the Company's president in payment
of $12,000 in a related party accounts payable, and $4,000 in advances
from a related party.
The Company issued 580,000 shares of common stock valued at $.05 per
share in payment of $19,000 in advances from an officer and director,
and $10,000 for services rendered by an officer and director.
The accompanying notes are an integral part
of these financial statements
F-9
<PAGE>
Resources of the Pacific Corporation
(Formerly Pit Stop Auto Centers, Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
December 31, 1995 and 1994
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION AND CONSOLIDATION
The financial statements presented are those of Resources of the Pacific
Corporation (the Company) and Resources of the Pacific, Inc. (Resources),
its wholly owned subsidiary.
The Company acquired Resources on September 7, 1995 in an exchange of common
stock. Prior to and in conjunction with the acquisition, the Company had a 1
for 20 reverse stock split. The financial statements reflect the effects of
this transaction.
The Company was organized under the laws of the State of Nevada as 10 Minute
Pit Stop USA, Inc. in April, 1987. On April 30, 1987, the Company merged
with Value Funding Corporation, a public corporation, and the Company was
designated as the surviving corporation. Value Funding Corporation also
owned a subsidiary, 6 Minute Pit Stop USA, Inc. The name of the Company was
changed in April 1990 to Pit Stop Auto Centers, Inc. The Company's
subsidiary, 6 Minute Pit Stop USA, Inc., filed for Chapter 7 bankruptcy in
1988. The Company acquired a controlling interest in Grease N' Go
International, Inc., during 1987. During 1991, the Company disposed of its
entire interest in Grease N' Go International, Inc. The Company is currently
considered a development stage company as defined in SFAS No. 7. The Company
reentered the development stage during 1992 after disposing of all its
operations during 1991 (see Note 9). The Company currently has no
operations, but plans to commence operations in 1996 (see Note 13).
PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost which is depreciated over the
estimated useful lives of the related assets. Depreciation is computed using
the straight-line method for financial reporting purposes, with accelerated
methods used for income tax purposes. The estimated useful lives of property
and equipment for purposes of financial reporting is 3 to 5 years.
INTANGIBLE ASSETS
Goodwill consists of the excess paid by the Company over the fair market
value of the net assets acquired from Resources and is being amortized over
a 15 year period.
F-10
<PAGE>
Resources of the Pacific Corporation
(Formerly Pit Stop Auto Centers, Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
December 31, 1995 and 1994
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 presented giving
retroactive effect to the 1 for 20 reverse stock split. Common stock
equivalents were not included in the earnings per share computation as their
effect was antidilutive.
STATEMENT OF CASH FLOWS
For purposes of the statement of cash flows, the Company considers all
highly liquid debt investments purchased with a maturity of three months or
less to be cash equivalents.
INCOME TAXES
The Company accounts for its income taxes in accordance with Statement of
Financial Accounting Standards No. 109 "Accounting for Income Taxes" which
requires the liability approach for the effect
of income taxes.
2. ACQUISITION
On September 7, 1995, the Company acquired all of the outstanding common
stock of Resources of the Pacific, Inc. in exchange for 22,219,000 shares of
the Company's common stock. The acquisition has been accounted for using the
purchase method and accordingly, the accompanying consolidated financial
statements reflect this transaction at the date of acquisition.
3. PROPERTY AND EQUIPMENT
At December 31, 1995 and 1994 property and equipment consisted entirely of
office equipment at a cost of $2,000. Accumulated depreciation at December
31, 1995 and 1994 was $2,000 and $1,719. Depreciation expense for the years
ended December 31, 1995 and 1994 was recorded in the amount of $281 and $467
respectively.
4. INCOME TAXES
Effective January 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 109 "Accounting for Income Taxes" which requires
the liability approach for the effect of income taxes.
F-11
<PAGE>
Resources of the Pacific Corporation
(Formerly Pit Stop Auto Centers, Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
December 31, 1995 and 1994
4. INCOME TAXES (CONTINUED)
The Company has available at December 31, 1995 unused net operating loss
carryforwards of approximately $2,800,000 which may be applied against
future taxable income and which expire in various years beginning in 2005
through 2010. If certain substantial changes in the Company's ownership
should occur, there could be an annual limitation on the amount of net
operating loss carryforward which can be utilized. The amount of and
ultimate realization of the benefits from the net operating loss
carryforwards for income tax purposes is dependent, in part, upon the tax
laws in effect, the future earnings of the Company, and other future events,
the effects of which cannot be determined. Because of the uncertainty
surrounding the realization of the loss carryforwards the Company has
established a valuation allowance equal to the tax benefit of the loss
carryforwards. The change in the valuation allowance is equal to the tax
benefit of the current period's net loss.
5. RELATED PARTY TRANSACTIONS
At December 31, 1995 and 1994 the Company had $5,100 and $2,000 in advances
from related parties.
The Company made various issuances of common stock to related parties during
1995 and 1994 (see Note 8).
The Company entered into a financing agreement with International Bell, Inc.
(Bell), a stockholder, on September 7, 1995. As of December 31, 1995, the
amount borrowed totaled $70,000. In March 1996, the Company borrowed an
additional $27,000.
On January 14, 1992, $200,000 was loaned to the Company from an investment
group comprised of an independent investment firm, the wife of the president
of the Company, and the Company's legal counsel. The loan was repaid on May
21, 1992 with $145,188, $67,471 and $10,354 being paid to the investment
firm, the wife of the president of the Company and the Company's legal
counsel, respectively. As part of the loan agreement, the Company issued its
treasury stock to the investment group with 16,250 shares being issued to
the investment firm, 7,500 shares issued to the wife of the president of the
Company, and 1,250 shares issued to the Company's legal counsel.
F-12
<PAGE>
Resources of the Pacific Corporation
(Formerly Pit Stop Auto Centers, Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
December 31, 1995 and 1994
5. RELATED PARTY TRANSACTIONS (CONTINUED)
In February of 1990 the Company entered into an employment agreement with
its President covering a five year period. On June 18, 1993, in a
transaction approved by the Board of Directors, the Company and its
President canceled the employment agreement and transferred title of the
real property and certificate of deposit owned by the Company to the
president of the Company. In addition to the real property and certificate
of deposit, the president assumed the existing mortgage on the real property
and all other liabilities attached to the real property. As of the date of
these financial statements, the Company has no continuing liability with
respect to the transferred assets and related liabilities or with respect to
the employment agreement.
6. GOING CONCERN
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles which contemplate continuation of
the Company as a going concern. However, the Company has incurred
significant losses of $105,042 and $22,926 for the years ended December 31,
1995 and 1994 and has not yet established profitable operations. This raises
substantial doubt about the ability of the Company to continue as a going
concern. However, management has been able to raise significant monies
through the sale of stock (see Note 15), has obtained a financing agreement
giving the Company the ability to borrow $250,000, and has created a
business plan to begin operations again during 1996, based on the timber
concessions acquired in 1995 (see Note 13), which alleviate the substantial
doubt about the Company's ability to continue as a going concern.
7. NOTES PAYABLE
<TABLE>
<CAPTION>
1995 1994
------- ------
<S> <C> <C>
Note payable to International Bell,
Inc., a stockholder, bearing interest
at twelve percent, payable on demand $70,000 $ 0
======= =====
</TABLE>
F-13
<PAGE>
Resources of the Pacific Corporation
(Formerly Pit Stop Auto Centers, Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
December 31, 1995 and 1994
8. CAPITAL STOCK
PUBLIC OFFERING
On July 31, 1990, the Company successfully completed a public offering of
400,000 units for $10 per unit. Each unit consisted of two shares of common
stock and one common stock purchase warrant, which when exercised, will
entitle the holder to purchase one share of the Company's common stock for
$7.50 per share. Commencing March 31, 1991, the exercise price of the
warrants was reduced to $3.50 per share. The warrants may be exercised at
any time from July 31, 1991 through July 31, 1995. No stock warrants were
exercised.
RELATED PARTY STOCK TRANSACTIONS
On March 30, 1995, the Company issued 65,000 shares of its common stock
valued at $.075 per share to the Company's President for payment of advances
in the amount of $4,850. On June 30, 1995, the Company issued 440,000 shares
of its common stock valued at $.05 per share, to the Company's President for
payment of advances in the amount of $22,000. These transactions occurred
prior to the 1 for 20 reverse stock split.
On February 7, 1994, the Company issued to a corporation owned by the
Company's President 300,000 shares of common stock valued at $.0533 per
share, for payment of advances in the amount of $4,000, and for consulting
services rendered valued at $12,000. On September 1, 1994, the Company
issued 580,000 shares of common stock valued at $.05 per share to an officer
and director for payment of advances in the amount of $19,000 and for
consulting services rendered valued at $10,000.
On June 18, 1993, the Company issued to an officer and director 600,000
shares of common stock valued at $.125 per share for services rendered
valued at $75,000.
In March, 1992, the Company issued to an officer and director 300,000 shares
of common stock valued at $.0625 per share for $18,750 cash.
9. DEVELOPMENT STAGE ACTIVITY
The Company was previously involved in the operation of car service centers.
In December of 1991 all remaining property, inventories and other assets
used in the operations of the service centers were sold. During 1992, the
Company reentered the development stage because it no longer had any planned
principal operations.
F-14
<PAGE>
Resources of the Pacific Corporation
(Formerly Pit Stop Auto Centers, Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
December 31, 1995 and 1994
10. COMMITMENTS AND CONTINGENCIES
During 1992, the Company's former advertising firm, Yaranoff Advertising,
filed a lawsuit against the Company for non-payment for their services. The
total amount requested in the suit approximates $12,000. The Company
countersued on the grounds that due to placement of advertisements by
Yaranoff, which were not in compliance with specifications of the Company's
major supplier, the Company was unable to collect approximately $27,000 in
reimbursements from the supplier. Both lawsuits were dismissed in February,
1994 due to inactivity.
During September, 1992, Kay & Kay Associates, an environmental consulting
firm retained by the Company for the clean-up of a center in Oklahoma City,
filed suit against the Company for nonpayment for their services. The total
amount of their suit approximates $18,000. In May 1995, this suit was
settled and payment of approximately $18,000 was made. This expense has been
included in the financial statements as an operating expense.
A claim against the Company was settled on March 8, 1993. The dispute
involved a claim by B & K Fleet Supply, Inc. for unpaid materials and
supplies delivered to the Company. The Company did not oppose their claim
and an arbitration award of approximately $10,000 with costs and attorney
fees included was granted. The $10,000 judgment has been accrued and is
included in accounts payable. As of December 31, 1995, the amount owed had
not been paid.
The Company is not currently aware of any material pending or threatened
litigation which is likely to have a material adverse effect upon the
Company. However, the possibility exists that creditors and others seeking
relief from the Company's former subsidiary and former operations may also
include the Company in claims and suits pursuant to the parent/subsidiary
relationship which previously existed. Management believes it would be
successful in defending against such claims and that no material negative
impact on the financial condition of the Company would occur. Management is
also not aware of any pending or threatened claims against the Company for
environmental clean-up or environmental related contingencies and believes
there are no material liabilities that are required to be accrued or
disclosed in connection with the clean-up of environmental hazards related
to the Company's prior operations.
F-15
<PAGE>
Resources of the Pacific Corporation
(Formerly Pit Stop Auto Centers, Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
December 31, 1995 and 1994
11. EXTRAORDINARY ITEM
During 1994, a lawsuit in which the Company was the plaintiff was settled,
and the payment received in settlement was made directly to the attorney for
the Company. Fees for services owed to the attorney in excess of the
settlement amount were forgiven, and the amount forgiven ($9,275) was
recorded as extraordinary income.
12. STOCK OPTION PLAN
The Company has a stock option plan. Under the plan, non-qualified stock
options may be granted to key employees, directors and executive officers
designated by the Board of Directors (or a committee appointed by the
Board), at exercise prices equal to at least 100% of the fair market value
of the common stock on the date of grant. In addition to selecting the
optionees, the Board (or such committee) determines the number of shares
subject to each option and otherwise administers the Plan. There is a total
of 105,000 shares reserved for this stock option plan. At December 31, 1995,
55,000 shares remained available to be granted.
Pursuant to the stock option plan, an Incentive Stock Option was granted on
January 30, 1991 to the President of the Company, to purchase 50,000 shares
of common stock. The exercise period is from January 30, 1992 to January 30,
1996, and the exercise price is $1.69 per share. At December 31, 1995 no
options had been exercised.
Not pursuant to the plan, the Company granted a stock option on January 30,
1991 to the President of the Company to purchase 50,000 shares of common
stock. The exercise period is from January 30, 1992 to January 30, 1996, and
the exercise price is $1.69 per share. At December 31, 1995, no options had
been exercised.
13. JOINT VENTURE TIMBER CONCESSIONS
On October 7, 1995, the Company acquired from Resources of the Pacific LTD.
all of its rights, title and interest in certain joint venture timber
concessions for the development of timber located in Fiji. The Company
issued 1,350,000 shares of its common stock valued at $5.258 per share. The
Company shall be entitled to sixty (60) percent of any profits from the
operations of these joint ventures.
F-16
<PAGE>
Resources of the Pacific Corporation
(Formerly Pit Stop Auto Centers, Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
December 31, 1995 and 1994
13. JOINT VENTURE TIMBER CONCESSIONS (CONTINUED)
The Company anticipates that these joint ventures will commence operations
during 1996, ultimately providing a source of earnings and cash flow to the
Company.
14. ACQUISITION/RESCISSION
In April, 1992, the Company entered into an acquisition agreement wherein
the Company issued 1,364,000 shares of common stock to acquire all of the
issued and outstanding shares of Mountain View Benefits, Inc., making it a
wholly owned subsidiary of the Company. In October, 1992, both companies
agreed to terminate and abandon the acquisition agreement because the terms
of the acquisition had not been completed.
15. SUBSEQUENT EVENTS
In May, 1996, the Company filed amended and restated Articles of
Incorporation with the State of Nevada increasing the authorized common
shares from 25,000,000 to 100,000,000, changing the common stock par value
from $.005 to $.001 per share and authorizing 100,000 shares of preferred
stock with a par value of $.001 per share.
In May, 1996, the Company also filed a Certificate of Designation for 15,000
shares of Series A, 12% preferred stock. The Company sold 200 shares at
$1,000 per share and received subscriptions for an additional 600 shares at
the same price.
In May, 1996, the Company acquired from Wood Products International, Inc.
all of its rights, title, and interest in a Marketing Contract associated
with the joint venture timber concessions acquired in 1995. The Company
issued 1,350,000 shares of its common stock valued at $.001 per share in
connection with this acquisition.
F-17
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Peterson, Siler & Stevenson, Certified Public Accountants, of Salt Lake
City, Utah, audited the financial statements of the Company for the calendar
years ended December 31, 1994. Following the Acquisition, in April, 1996,
Peterson, Siler & Stevenson was dismissed and H.J. Swart & Co., P.A., Certified
Public Accountants, were retained as the Company's principal auditors. There
were no disagreements between the Company and Peterson, Siler & Stevenson with
regard to accounting and financial disclosure.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the names, nature of all positions and
offices held by all directors and executive officers of the Company at December
31, 1995 and as of the date of this report, and the period or periods during
which each such director or executive officer has served in his or her
respective positions.
Name Position(s) Held
- ----------------------- -----------------------------------------------
Robert A. Dietrich............. President, Chief Executive Officer and Director
Ray Besharaty.................. Vice President and Director
John H. Brebbia................ Secretary and Director
Wayne M. Walters............... Director
TERM OF OFFICE
Each of the present officers was appointed, and the prior officers
resigned, upon consummation of the Acquisition between the Company and ROP on
September 7, 1995. The terms of office of the current officers and directors
shall continue until the next annual meeting of stockholders.
BUSINESS EXPERIENCE
Robert A. Dietrich, age 50 has served as the President and Chief Executive
Officer and Director of the Company since June, 1996. From February of 1995 to
May of 1996 he was the Vice President of Finance and Operations of SBC Ltd. of
Torrance, California; from February of 1994 to January of 1995 he was self
employed as a financial consultant and investment banker; and from January 1990
to February, 1994 he was the Managing Director and CFO of Ventana International
Ltd. of Irvine, California.
Ray Besharaty, age 66 has been associated with the Company since its
inception, and for the previous five years has been involved in negotiating the
transactions in Fiji. He was the President and Chief Executive Officer of the
Company until June of 1996 and has been a member of the Board of Directors since
September 7, 1995.
John H. Brebbia, age 65 has served as Secretary and a Director of the
Company since September 7, 1995. Mr. Brebbia is an attorney and has been in the
private practice of law in Las Vegas, Nevada since June, 1993. From January,
1992 to June, 1993 he was Of Counsel to Foley and Joneo, Las Vegas, Nevada and
from 1988-1992 he was Of Counsel to Edwards & Kolesar, Las Vegas, Nevada.
Wayne M. Walters, age 47, has served as a Director since September 7, 1995.
For the past ten years Mr. Walters has been employed by TRW.
-5-
<PAGE>
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Under the securities laws of the United States, the Company's directors,
its executive officers, and any persons holding more than ten percent of the
Company's Common Stock are required to report their initial ownership of the
Company's Common Stock and any subsequent changes in that ownership to the
Securities and Exchange Commission. Specific due dates for these reports have
been established and the Company is required to disclose in its report any
failure to file by these dates during 1995. All of the filing requirements were
satisfied on a timely basis in 1995. In making these disclosures, the Company
has relied solely on written statements of its directors, executive officers and
shareholders and copies of the reports that they filed with the Commission.
ITEM 10. EXECUTIVE COMPENSATION
No compensation of any nature was paid to any of the officers or directors
of the Company during 1994 or 1995.
The Company has no employment agreements with any of its officers or
directors. Additionally, there are no compensatory plans or arrangements,
including payments to be received from the Company, with respect to any officer
or director which would in any way result in payments to any such person because
of his or her resignation, retirement or other termination of such person's
employment with the Company or its subsidiaries, or any change in control of the
Company, or a change in the person's responsibilities following a change in
control of the Company.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table is furnished as of June 14, 1996, to indicate
beneficial ownership of shares of the Company's Common Stock by (1) each
shareholder of the Company who is known by the Company to be a beneficial owner
of more than 5% of the Company's Common Stock, (2) each director, nominee for
director and Named Officer of the Company, individually, and (3) all office in
the following table was provided by such persons.
<TABLE>
<CAPTION>
Name and Address Amount and Nature of
of Beneficial Owner Beneficial Ownership (1) Percent of Class
------------------- ------------------------ ----------------
<S> <C> <C>
Carol S. Lewis (2)................... 9,170,000 36.55%
International Bell, Inc. (3)......... 12,569,000 50.01%
Robert A. Dietrich................... * *
Ray Besharaty........................ 790,048 3.15%
John H. Brebbia...................... * *
Wayne M. Walters..................... * *
All executive officers and directors. * *
as a group (3 persons).............. 790,048 3.15%
</TABLE>
- ----------
* Less than 1%.
(1) The persons named in the table have sole voting and investment power with
respect to all shares of Common Stock shown as beneficially owned by
them, subject to community property laws, where applicable, and the
information contained in the footnotes to the table.
(2) Address is 239 South McCarty Drive, Beverly Hills, CA 90212.
(3) Address is P. O. Box 171, Mill Neck, NY 11765
CHANGES IN CONTROL
To the knowledge of management, there are no present arrangements or
pledges of securities of the Company which may result in a change in control of
the Company.
-6-
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
International Bell, Inc. the principal shareholder has loaned money to the
Company. The loan is repayable on demand with interest at 12% per annum. As of
June 14, 1996, the Company had borrowed $100,000.
During the two calendar years ended December 31, 1995, there were no
material transactions or any currently proposed transactions, or series of
similar transactions, to which the Company was or is to be a party, in which the
amount involved exceeds $60,000 and in which any director or executive officer,
or any security holder who is known to the Company to own of record or
beneficially more than 5% of any class of the Company's common stock, or any
member of the immediate family of any of the foregoing persons, had an interest.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description of Exhibit Page
------- ---------------------- ------------
<S> <C> <C>
2.1 Acquisition Agreement dated July 11, 1995 between Pit Stop
Auto Centers, Inc. and the shareholders of Resources of the
Pacific, Inc. - incorporated by reference to the exhibits
filed with the Company's Current Report on Form 8-K dated
July 28, 1995 *
2.2 Acquisition Agreement dated September 7, 1996 between
Resources of the Pacific Corporation and the shareholders
of Resources of the Pacific, Inc. (1)
3.1 Articles of Incorporation of Resources of the Pacific Corporation, as
amended - incorporated by reference to the exhibits filed with the
Company's Current Report on Form 8-K dated July 28, 1995 *
3.2 Bylaws of Resources of the Pacific Corporation, as amended
- incorporated by reference to the exhibits filed with the
Company's Form 8-A *
10.1 Exclusive Marketing Agreement dated June 14, 1995 between
Resources of the Pacific Ltd. and Wood Products
International Ltd. (1)
10.2 Termination Agreement dated March 3, 1996 between Resources
of the Pacific Ltd., Resources of the Pacific, Inc. and
Resources of the Pacific Corporation (1)
10.3 Termination Agreement dated April 3, 1996 between Wood
Products International, Inc., Resources of the Pacific, Inc.
and Resources of the Pacific Corporation (1)
10.4 Acquisition Agreement dated April 1, 1996 between Resources
of the Pacific Ltd. and Resources of the Pacific Corporation (1)
10.5 Agreement dated September 7, 1995 between Resources
of the Pacific Corporation and International Bell, Inc. (1)
10.6 Amendment to Agreement dated September 7, 1995 between
Resources of the Pacific Corporation and International Bell,
Inc. (1)
10.7 Agreement dated March 12, 1996 between Resources
of the Pacific Corporation and International Bell, Inc. (1)
10.8 Acquisition Agreement dated May 3, 1996 between Resources
of the Pacific Corporation and Wood Products International,
Inc. (1)
10.9 Amendment to Acquisition Agreement between Resources
of the Pacific Corporation and the Shareholders of Resources
of the Pacific, Inc. (1)
</TABLE>
- ----------
* Incorporated by reference pursuant to Exchange Act Rule 12b-23.
(1) Previously filed.
(B) REPORTS ON FORM 8-K
No reports on Form 8-K were filed by the Company during the quarter ended
December 31, 1995.
-7-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
RESOURCES OF THE PACIFIC, INC.
Date: January 10, 1997 By /s/ Robert A. Dietrich
-------------------------
Robert A. Dietrich
President and Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated:
/s/ Robert A. Dietrich
- ----------------------- President, Chief Executive Officer January 10, 1997
Robert A. Dietrich and Director (Principal Executive
Officer)
/s/ Ray Besharaty
- ----------------------- Vice President and Director January 10, 1997
Ray Besharaty (Principal Financial Officer)
/s/ John H. Brebbia
- ----------------------- Secretary and Director January 10, 1997
John H. Brebbia
/s/ Wayne M. Walters
- ----------------------- Director January 10, 1997
Wayne M. Walters
-8-
