<PAGE>
FORM 10-QSB/A-2
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 28, 1996
AMENDED AND RESTATED
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from to
-------- --------
Commission file number 33-42701
PREMIER CONCEPTS, INC.
----------------------
(Exact Name of Small Business Issuer as Specified in its Charter)
Colorado 84-1186026
- ----------------------- ----------------------------
(State or other jurisdiction (IRS Employer Identification
of incorporation or organization) Number)
3033 South Parker Road, Suite 120, Aurora, Colorado
-----------------------------------------------------
(Address of principal executive offices) (Zip Code)
(303) 338-1800
--------------
(Issuer's telephone number, including area code)
-------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the last 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
------- --------
As of June 10, 1996, the Registrant had 3,744,695 shares of its $.0004 par
value Common Stock outstanding.
Transitional Small Business Disclosure Format (check one): Yes No X
----- -----
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INDEX
Page
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements 3
Balance Sheet as of April 28, 1996 and
January 28, 1996 4
Statement of Profit and Loss for the Three Months
Ended April 28, 1996 and Three Months Ended
April 30, 1995 5
Statement of Changes in Stockholders' Equity for
the Three Months Ended April 28, 1996 6
Statement of Cash Flows for the Three Months Ended
April 28, 1996 and Three Months Ended April 30, 1995 7
Notes to Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial
Conditions and Results of Operations 9
Liquidity and Capital Resources 9
Results of Operations 12
PART II. OTHER INFORMATION 13
Item 1. Legal Proceedings 20
Item 2. Changes in Securities 21
Item 3. Defaults Upon Senior Securities 21
Item 4. Submission of Matters to a Vote of Security Holders 21
Item 5. Other Information 21
Item 6. Exhibits and Reports on Form 8-K 21
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PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
The Company's method of financial reporting is a fifty-two - fifty-three
(52-53) week fiscal year ending on the last Sunday in January of each year. The
accompanying Balance Sheet at April 28, 1996, Statement of Operations for the
Three Months Ended April 28, 1996 and Three Months Ended April 30, 1995,
Statement of Changes in Stockholders' Equity at April 28, 1996, and Statement of
Cash Flows for the Three Months Ended April 28, 1996 and Three Months Ended
April 30, 1995 are unaudited but reflect all adjustments which are, in the
opinion of management, necessary to a fair statement of the financial position
and results of operations for the interim period presented. The Balance Sheet
as of January 28, 1996 is derived from the audited financial statements, but
does not include all disclosures required by generally accepted accounting
principles. As a result, these financial statements should be read in
conjunction with the Company's Form 10-KSB/A for the year ended January 28,
1996.
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<TABLE>
<CAPTION>
PREMIER CONCEPTS, INC.
BALANCE SHEET
AS OF APRIL 28, 1996 AND JANUARY 28, 1996
April 28, 1996 January 28, 1996
------------- ----------------
<S> <C> <C>
ASSETS
------
Current Assets:
Cash & Cash Equivalents $ 204,041 $ 327,198
Investments, at market 88,420 45,113
Merchandise Inventories 1,265,742 1,393,925
Prepaid Expenses & Other Current Assets 175,225 95,503
----------- ------------
Total Current Assets 1,733,428 1,861,739
Property and Equipment, net 994,493 977,727
Trademarks, net 99,800 104,900
Other Assets 93,422 92,428
----------- ------------
Total Assets $2,921,143 $3,036,794
=========== ============
LIABILITIES & STOCKHOLDERS' EQUITY
- ----------------------------------
Current Liabilities:
Notes Payable and Current Portion of Long Term Debt:
Related Parties $ 98,879 $ 98,879
Other 356,578 378,902
Accounts Payable 468,875 291,905
Other Accrued Liabilities 267,014 408,881
----------- ------------
Total Current Liabilities $1,191,346 $1,178,567
Long-Term Debt, Less Current Portion 723,622 759,864
Other Liabilities 91,311 56,159
----------- ------------
Total Liabilities 2,006,279 1,994,590
----------- ------------
Shareholders' Equity:
Preferred Stock, $.10 par value,
20,000,000 shares authorized;
none issued and outstanding and
416,672 pro forma -- --
Common Stock, $.002 par value; 850,000,000
shares authorized; 748,939 shares
issued and outstanding 1,498 1,498
Additional Paid-in Capital 2,756,737 2,756,737
Accumulated Deficit (1,843,371) (1,716,031)
----------- ------------
Total Stockholders' Equity 914,864 1,042,204
----------- ------------
Total Liabilities & Equity $ 2,921,143 $ 3,036,794
=========== ===========
</TABLE>
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<TABLE>
PREMIER CONCEPTS, INC.
STATEMENT OF PROFIT AND LOSS
FOR THE PERIOD ENDED APRIL 28, 1996 AND APRIL 30, 1995
<CAPTION>
3 Months Ended 3 Months Ended
April 28, 1996 April 30, 1995
------------------ -------------------
<S> <C> <C>
Revenues:
Retail Sales $1,870,009 $1,997,637
Wholesale Sales 3,544 24,431
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Total Revenues 1,873,553 2,022,068
Cost of Goods Sold 570,510 691,670
------------ ------------
Gross Margin 1,303,043 1,330,398
Operating Expenses:
Selling, General &
Administrative 1,412,107 1,503,612
Depreciation & Amortization 65,283 94,574
------------ ------------
Total Operating Expenses 1,477,390 1,598,186
------------ ------------
Operating Profit (Loss) (174,347) (267,788)
Other Income (Expenses):
Interest, net (29,161) (31,799)
Increase (Decrease) in
Fair Value
-- Tradeable Securities 43,307 (2,717)
Other 18,284 64,560
------------ ------------
Other, net 32,430 30,044
Loss Before Income Tax Benefit
and Discontinued Operation (141,917) (237,744)
Income Tax Benefit 5,000 43,000
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Income (Loss) Before
Discontinued Operation (136,917) (194,744)
Income from Discontinued
Operation 9,577 102,390
------------ -----------
Net Profit (Loss) $ (127,340) $ (92,354)
============ ===========
Net Profit (Loss) Per Share
Before Discontinued Operation $ (0.03) $ (0.09)
Discontinued Operation -- 0.05
------------ -----------
Net Profit (Loss)
Per Share $ (0.03) $ (0.04)
============ ===========
Weighted Average Shares
Outstanding 3,744,695 2,170,737
============ ===========
</TABLE>
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<TABLE>
PREMIER CONCEPTS, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE PERIOD FROM JANUARY 28, 1996 THROUGH APRIL 28, 1996
<CAPTION>
Common Stock Additional
-------------------
Paid-In Accumulated
Shares Amount Capital (Deficit) Total
------ ------ ------ --------- -----------
<S> <C> <C> <C> <C> <C>
Balances,
January 28, 1996 3,744,695 $1,498 $2,756,737 $(1,716,031) $1,042,204
Net Loss
Through April 28,
1996 (127,340) (127,340)
--------- ------ ---------- ------------ -----------
Balances, April 28,
1996 3,744,695 $1,498 $2,756,737 $(1,883,371) $ 914,864
========= ====== ========== ============ ===========
</TABLE>
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<TABLE>
PREMIER CONCEPTS, INC.
STATEMENT OF CASH FLOWS
FOR THE PERIODS ENDED APRIL 28, 1996 AND APRIL 30, 1995
<CAPTION>
3 Months 3 Months
Ended Ended
April 28, 1996 April 30, 1995
------------- -------------
<S> <C> <C>
Cash Flows From Operating Activities:
Net income (loss) $(127,340) $ (92,354)
Adjustments to reconcile net income (loss) to
net cash from operating activities:
Income from discontinued operations (14,577) (145,390)
Depreciation and amortization 65,283 94,574
(Gain) loss on marketable securities (43,307) 2,717
Changes in operating assets and liabilities:
(Increase) decrease in:
Merchandise inventories 128,183 8,004
Other assets (80,716) (13,065)
Increase (decrease) in:
Accounts payable and accrued liabilities 49,680 253,566
Other liabilities 35,152 7,576
------------ ------------
Net cash provided by operating activities 12,358 115,628
Cash Flows From Investing Activities:
Proceeds from sale of investments -- 74,511
Capital expenditures for property & equipment (76,949) (30,427)
------------- ------------
Net cash provided by (used in)
investing activities (76,949) 44,084
Cash Flows From Financing Activities:
Payments on notes payable (58,566) (117,385)
------------ ------------
Net cash used by financing activities (58,566) (117,385)
Increase (Decrease) in Cash (123,157) 42,327
Cash & Cash Equivalents, beginning of period 327,198 171,164
------------ ------------
Cash & Cash Equivalents, end of period $ 204,041 $ 213,491
============ ============
Supplemental Schedule of Cash Flow Information:
Cash paid for interest $ 30,951 $ 31,799
============ ============
</TABLE>
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PREMIER CONCEPTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 28, 1996
COMMITMENTS AND CONTINGENCIES
-----------------------------
LITIGATION.
The Company is subject to legal proceedings, claims and liabilities, which
arise in the ordinary course of its business. In the opinion of management, the
disposition of these actions will not have a material adverse effect upon the
Company's financial position or results of operations. (See PART II. OTHER
INFORMATION--Item 1. Legal Proceedings.)
SEASONALITY AND QUARTERLY FLUCTUATIONS
--------------------------------------
The Company's faux jewelry chain, Impostors, historically has realized
lower sales during the first three quarters which has resulted in the Company
incurring losses during those quarters. To this end, the Company generated a
loss during the three months ended April 28, 1996 of $(127,340).
The Company historically realizes approximately twenty percent (20%) of its
revenues during December as a result of the Christmas season. If the Company's
sales are substantially below seasonal expectations during December, the
Company's annual results will be adversely affected.
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<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS OF PREMIER CONCEPTS, INC.
The following discussion and analysis should be read in conjunction with
the Financial Statements and Notes thereto appearing elsewhere in this report.
RETAIL FISCAL YEAR
- ------------------
The method of financial reporting is a fifty-two - fifty-three (52-53) week
fiscal year ending on the last Sunday in January of each year. Likewise,
reporting quarters end on the Sunday closest to the calendar end of April, July,
and October. Each reporting quarter contains thirteen (13) weeks of operations.
LIQUIDITY AND CAPITAL RESOURCES - APRIL 28, 1996 COMPARED TO JANUARY 28, 1996
- -----------------------------------------------------------------------------
The Company's balance sheet at April 28, 1996 remained relatively unchanged
when compared with the Company's balance sheet at January 28, 1996.
Approximately 20% of the Company's business is generated during the
Christmas holiday season (December). The Company's cash position will therefore
be the highest at the end of December as compared to any other month in the
year, and tends to decrease during the first quarter. As such, the Company's
cash position decreased $123,157 from $327,198 at January 28, 1996, to $204,041
at April 28, 1996, a decrease of nearly 38%.
At April 28, 1996, marketable securities consisted of the Company's
holdings in Global Casinos, Inc. Marketable securities increased from $45,113
at January 28, 1996 to $88,420 at April 28, 1996, reflecting favorable market
conditions for the Company's remaining holdings of Global Casinos, Inc. common
stock. Management intends to liquidate its remaining securities holdings as
market conditions and working capital requirements dictate.
During the quarter ended April 28, 1996, merchandise inventories decreased
approximately 9% from $1,393,925 at January 28, 1996 to $1,265,742 at April 28,
1996. This decrease reflects normal seasonal fluctuations and management's
efforts to control merchandise inventory levels.
As a result of the foregoing, current assets decreased by $128,311 or
nearly 7%, from $1,861,739 at January 28, 1996, to $1,733,428 at April 28, 1996.
Property and equipment increased $16,766, from $977,727 at January 28,
1996, to $994,493 at April 28, 1996. The net increase consisted of leasehold
improvements in connection with the relocation of the Company's store in the St.
Louis Galleria in St. Louis, Missouri. In addition, the Company invested
approximately $15,000 in various furniture, fixtures and equipment for its
corporate offices in Colorado. At January 28, 1996, the Company recorded
$164,900 in trademark assets, representing the good will of the Impostors
trademark and other intellectual property acquired as part of the Company's
acquisition of Impostors. This asset, whose amortized book value was $159,800
at April 28, 1996, is being amortized over a 10-year period.
As of April 28, 1996, the Company had total outstanding liabilities of
$2,006,279 compared to $1,994,590 at January 28, 1996, an increase of $11,689.
<PAGE>
<PAGE>
Current liabilities increased $12,779, from $1,178,567 at January 28, 1996 to
$1,191,346 at April 28, 1996, an increase of approximately 1.1%. Working
capital therefore decreased by $141,090, from $683,172 at January 28, 1996, to
$542,082 at April 28, 1996.
The amount borrowed from related parties equaled $98,879 at April 28, 1996,
and remained unchanged from January 28, 1996. Current notes payable decreased
from $378,902 at January 28, 1996, to $356,578 at April 28, 1996, a decrease of
$22,324 or nearly 6%.
The Company's long-term debt, net of current portion, at April 28, 1996 was
$723,622 compared to $759,864 at January 28, 1996. The largest portion of the
Company's long-term debt is comprised of a $635,000 promissory note, which note
carries interest at the rate of ten percent (10%) per annum and is payable in
monthly interest only in payments of $5,300. The note is due February 22, 1998.
The remainder of long-term debt represents notes that were part of the Impostors
retail chain acquisition in February, 1994.
Accounts payable increased $176,970 or approximately 61%, from $291,905 at
January 28, 1996 to $468,875 at April 28, 1996. This change reflects
management's efforts to gain more favorable terms with its vendors by purchasing
in larger quantities.
Other accrued liabilities decreased from $408,881 at January 28, 1996 to
$267,014 at April 28, 1996, a decrease of $141,867 or nearly 35%. Other accrued
liabilities primarily represent expenses accrued in the ordinary course of
business in connection with the operation of the Company's Impostors retail
chain.
As a result of the Company's net loss for the quarter of $127,340, the
accumulated deficit increased from $1,656,031 at January 28, 1996 to a deficit
of $1,783,371 at April 28, 1996. As a result, total stockholders' equity
decreased from $1,102,204 at January 28, 1996, to $974,864 at April 28, 1996.
Net cash provided by operating activities for the period ended April 28,
1996 was $12,358, compared with cash provided by operating activities of
$115,628 for the three months ended April 30, 1995. Offset against cash
provided by operating activities was cash used in investing activities of
$76,949. This compares with net cash provided by investing activities of
$44,084 during the three months ended April 30, 1995, and represents a decrease
of $121,033. The foregoing resulted in a decrease in the Company's cash
position of $9,450, from $213,419 at April 30, 1995, to $204,041 at April 28,
1996.
The Company has entered into a lease to open a new store in the Park
Meadows shopping mall in the Denver metropolitan area. The store is scheduled
to open in September, 1996. Other potential real estate sites are currently
being evaluated, although to date no decisions regarding additional new
locations have been made. Depending on location and size, the opening of a new
retail location represents an aggregate capital requirement of approximately
$75,000-$150,000, including the lease expenses, fixtures, equipment and
inventory.
Management is actively pursuing equity financing to remodel existing stores
and open additional retail locations. The Company has signed a Letter of Intent
for a secondary public offering. As currently proposed, the offering will
consist of common stock and warrants, which, if successful, will result in gross
proceeds of approximately $3,500,000. The Letter of Intent is non-binding and
subject to change and numerous conditions precedent. As a result, there can be
no assurance that the secondary offering will be completed in accordance with
the terms currently contemplated.
<PAGE>
<PAGE>
Further, the Company is attempting to arrange for a bridge financing in the
approximate amount of $250,000 consisting of shares of convertible preferred
stock and warrants. The securities proposed to be offered in the bridge
financing will not be registered under the Securities Act of 1933, as amended,
and accordingly those securities will be subject to restrictions on transfer
imposed by and on account of federal and state securities laws. There can be no
assurance that the bridge financing will be completed or, if completed, the
amount, if any, in net proceeds that the Company may realize therefrom.
RESULTS OF OPERATIONS - THREE MONTHS ENDED APRIL 28, 1996 COMPARED TO THREE
MONTHS ENDED APRIL 30, 1995
- ---------------------------------------------------------------------------
The Company's total revenues for the three months ended April 30, 1996 were
$1,873,553 as compared to $2,022,068 for the comparable period ended April 30,
1995. The overall decrease of approximately $148,000 is due to approximately
$285,000 of revenues included in the three months ended April 30, 1995, for
stores that were subsequently closed during the fiscal year ended January 28,
1996. Comparable same store sales were approximately $1,758,000 for the three
months ended April 28, 1996 as compared to approximately $1,711,000 for the
comparable period ended April 30, 1995, an increase of approximately 3%. The
increase in comparable same stores sales represents an aggregate volume increase
which management attributes to its efforts to raise the quality of the
merchandise and appearance of its stores. Sales from wholesale operations of
$3,544 and $24,431 are included in total revenues for the three months ended
April 28, 1996 and April 30, 1995, respectively.
For the three months ended April 30, 1996, costs of goods sold was $570,510
and the gross margin was $1,303,043, or approximately 70%. For the three months
ended April 28, 1995, costs of goods sold was $691,670 and the gross margin was
$1,330,398, or approximately 66%. The Company attributes its improvement in
gross margin percentage to less promotional activity and buying opportunities
offering lower merchandise costs.
Selling, general and administrative expenses were $1,412,107 for the three
months ended April 28, 1996, compared to $1,503,612 for the period ended April
30, 1995. The majority of these expenses were comprised of personnel expenses,
which amounted to $663,920, and $725,601 for the three months ended April 28,
1996, and April 30, 1995, respectively, and occupancy costs of $474,961, and
$499,168 respectively. Depreciation and amortization expense was $65,283 for
the three months ended April 28, 1996, and $94,574 for the three months ended
April 30, 1995. The Company attributes the decrease in operating expense of
$120,796 to operating three (3) fewer stores for the three months ended April
28, 1996 as compared to the period ended April 30, 1995, the move of its
corporate offices from California to Colorado in January, 1996 in which certain
personnel and occupancy savings were realized, and a more fully depreciated
property and equipment asset base.
As a result of the foregoing, the Company's loss from operations for the
three months ended April 28, 1996 was $174,347. This compares with a loss from
operations for the three months ended April 30, 1995 of $267,788. Interest
expense was $29,161 and $31,799 for the three months ended April 28, 1996, and
April 30, 1995, respectively.
The Company's unrealized gain on investments of $43,308 for the period
ended April 28, 1996, relates to the Company's holdings of common stock in
Global Casinos, Inc. The valuation of the Company's investments at April 28,
1996, reflects a market value which was greater than the Company's average
investment cost. For the period ended April 30, 1995, the Company reported an
unrealized loss of $2,717 on its securities holdings.
<PAGE>
<PAGE>
Reduction of accounts payable of $14,577 for the period ended April 28,
1996 relates to the Company's previous gaming operations and negotiations with
other vendors.
For the period ended April 28, 1996, the Company reported other income of
$18,284, which consists of a settlement with a former franchisee for
approximately $10,000 in cash and inventory, and approximately $7,000 in
recognized license fees associated with extension agreements that will allow
licensees to use the Impostors trademark for an additional year. These
agreements will expire in the first quarter of fiscal 1998. For the period
ended April 30, 1995, the Company reported other income of $64,560. Of this net
amount, $72,000 represented a settlement which had been reached with a former
franchise previously written off by the Company, offset by a realized loss on
the sale of marketable securities of $9,962.
Extraordinary gain of $102,390 net of income tax benefits of $43,000 for
the period ended April 28, 1995 represents negotiated settlements with several
of the Company's creditors that had resulted from the Company's business prior
to the acquisition of Impostors.
Based on the foregoing, the Company reported a net loss for the three
months ended April 28, 1996 of $127,340, which translates to a net loss per
share, after extraordinary item, of $(0.03) based on 3,744,695 weighted average
shares outstanding. This compares with a reported net loss for the three months
ended April 30, 1995 of $92,354, or $(0.04) per share, based on 2,170,737
weighted average shares outstanding as of that date.
Other than the foregoing, management knows of no trends, or other demands,
commitments, events or uncertainties that will result in, or that are reasonably
likely to result in, a material impact on the income and expenses of the
Company.
<PAGE>
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is currently involved in the following legal proceedings:
Premier Concepts, Inc. v. William T. and Martha A. Jackling,
------------------------------------------------------------
Civil Action No. 7599-94 pending in the State Court of New York, County
of Monroe. This action has also been brought by the Company to collect
approximately $80,000 due and owing on open account from former franchisees of
AFJ. In the case, the Company has also asserted against the Defendants' claims
of trademark infringement, unfair competition and breach of contract in
connection with the Defendants' continued use of the Company's registered
trademark "Impostors" without legal authorization.
Ciner Manufacturing Company, Inc. v. Premier Concepts, Inc.
-----------------------------------------------------------
Civil Action No. C 95-3264, United states District Court for the
Northern District of California. This matter was brought by the plaintiff
alleging copyright infringement and unfair competition by the Company's
unauthorized advertising, manufacturing and sale of jewelry using plaintiff's
copyrighted designs. The Company denied the allegations in the Complaint, and
the matter was scheduled for binding arbitration pursuant to the stipulation in
which it is agreed that the minimum award was to be $2,000 and the maximum award
was to be $10,000. On May 22, 1996, the matter was settled by the arbitrator in
the amount of $3,500.
Premier Concepts, Inc. v. R & L Imports Corporation.
----------------------------------------------------
The Company has filed a Complaint in the Puerto Rico District Court for
San Juan against R & L Imports Corporation for amounts due for inventory
purchased by R & L Imports Corporation from the Company, and on amounts due on
the notes payable executed as part of the Customer and Settlement Agreements
entered into by the defendant and American Fashion Jewels, Inc. on January 20,
1994. The Company seeks damages in excess of $27,000. Both claims are supported
by written contracts and written admissions by the defendant. The Company is
represented in Puerto Rico by the law firm of Cancio, Nadal, Rivera & Diaz.
Premier Concepts, Inc. v. St. Moritz, Inc.
------------------------------------------
The Company has filed a complaint in the County Court for Dallas County,
Texas against St. Moritz, Inc. for amounts due on inventory purchased by St.
Moritz from the Company between October, 1995 and January, 1996. The Company is
seeking full payment for the merchandise delivered in the amount of $28,644.
SEC Investigation.
------------------
During 1995, the Company received requests for information from the U.S.
Securities and Exchange Commission ("SEC") related to an investigation begun by
the SEC during 1994 into various matters, including certain transactions in
securities by a former officer and director of the Company. The Company has
fully complied with all requests; however, as of June 12, 1996, neither
management of the Company nor the Company's legal counsel have been informed of
the results, if any, of the SEC's investigation or of any timetable for the SEC
to complete its investigation.
<PAGE>
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULT UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the
quarter ended April 28, 1996.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits:
---------
Exhibit 27 - Financial Data Schedule
Reports on Form 8-K:
--------------------
None
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SIGNATURE
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 hereunto duly authorized.
PREMIER CONCEPTS, INC.
Dated: September 3, 1996 By: /s/ Sissel Greenberg
------------------ ------------------------------------
Sissel Greenberg, President
Dated: September 3, 1996 By: /s/ Todd Huss
------------------- ------------------------------------
Todd Huss, Chief Financial Advisor,
Principal Accounting Officer
