SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998
Commission File Number: 0-22520
AMTEC, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 52-1989122
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
599 Lexington Avenue, 44th Floor
New York, New York 10022
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(Address of principal executive offices)
(212) 319-9160
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(Registrant's telephone number)
Check 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
past 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 ____
Class Outstanding as of November 16, 1998
- -------------------------------------- ------------------------------------
Common Stock, par value $.001 per share 25,925,145
Transitional Small Business Format (Check one): Yes No x .
Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995.
Except for the historical information contained herein, the matters
discussed in this Quarterly Report are forward-looking statements which
involve risks and uncertainties, including but not limited to economic,
competitive, governmental, international and technological factors
affecting the Company's revenues, joint ventures, operations, markets and
prices, and other factors discussed in the Company's Annual Report on Form
10-K, filed with the Securities and Exchange Commission on June 30, 1998.
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
<CAPTION>
AMTEC, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
September 30, 1998 and March 31, 1998 Sept. 30, 1998 Mar. 31, 1998
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<S> <C> <C>
ASSETS:
Current assets
Cash $ 6,772,103 $ 10,442,334
Accounts Receivable 112,877 114,661
Prepaid expenses and other current assets 430,596 356,554
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Total current assets 7,315,576 10,913,549
Property and equipment, net 848,108 897,265
Investment in construction of GSM networks,
net of amortization 29,131,345 28,461,810
Other assets 63,300 113,180
Deferred expenses - 6,916
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TOTAL ASSETS $ 37,358,329 $ 40,392,720
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LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities
Accounts payable $ 272,985 $ 551,705
Accrued expenses 43,004 798,376
Loans payable - shareholders - 1,452,553
Other current payables 10,477,578 10,234,872
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Total current liabilities 10,793,567 13,037,506
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Loans payable 20,028,602 20,028,602
Other payables 1,487,727 1,487,727
Minority interest 298,920 941,974
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TOTAL LIABILITIES 32,608,816 35,495,809
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STOCKHOLDERS' EQUITY
Preferred Stock: authorized 10,000,000 shares
Series E Convertible Preferred Stock:
$.001 par value; 66.5 and 73 shares issued
and outstanding in Sept. 1998 and March 1998,
respectively. 1 1
Common stock: $.001 par value, authorized
100,000,000 shares; 26,180,880 and 26,532,502
issued and outstanding at Sept. 30,
1998 and March 31, 1998, respectively 26,181 26,533
Additional paid-in capital 35,997,628 33,148,529
Accumulated deficit (30,620,808) (27,394,590)
Cumulative foreign currency exchange loss (6,188) 613
Non employee deferred option cost, net (918,751) (1,378,125)
Warrants 271,450 493,950
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TOTAL STOCKHOLDERS' EQUITY 4,749,513 4,896,911
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TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 37,358,329 $ 40,392,720
============= ============
</TABLE>
<TABLE>
<CAPTION>
AMTEC INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS Six months ended Sept 30 Quarter ended Sept 30
1998 1997 1998 1997
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<S> <C> <C> <C> <C>
Revenues $ - $ - $ - $ -
----------------------------- -------------------------
Expenses:
Selling, general and administrative 3,188,666 2,922,779 1,492,481 553,147
----------------------------- -------------------------
Total expenses 3,188,666 2,922,779 1,492,481 553,147
----------------------------- -------------------------
Loss from operations (3,188,666) (2,922,779) (1,492,481) (553,147)
Other income (expense):
Amortization of stock options (459,376) - (229,688) -
Write off of investment - (87,441) - (87,441)
Other - net 248,819 (103,060) 128,907 (82,043)
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Total other income (expense) (210,557) (190,501) (100,781) (169,484)
------------------------------ -------------------------
Loss before minority interest (3,399,223) (3,113,280) (1,593,262) (722,631)
Minority interest in loss of subsidiaries (754,694) (321,701) (390,596) 476,721
------------------------------ -------------------------
Net loss (2,644,529) (2,791,579) (1,202,666) (1,199,352)
Preferred stock dividend 468,944 108,000 66,523 -
------------------------------ -------------------------
Loss applicable to common shares (3,113,473) (2,899,579) (1,269,189) (1,199,352)
============================== =========================
Basic loss per common share (0.12) (0.09) (0.05) (0.04)
============================== =========================
Weighted average common shares outstanding 26,702,367 31,701,320 26,598,534 32,119,009
============================== =========================
</TABLE>
<TABLE>
<CAPTION>
AMTEC INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS Six months ended
Sept 30, 1998 Sept 30, 1997
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<S> <C> <C>
Cash flows from (used in) operating activities:
Net loss $ (3,113,473) $ (2,899,579)
Adjustments to reconcile net loss to net cash
used in operating activities:
Amortization of deferred option cost 459,376 -
Depreciation and amortization of GSM investment 1,117,237 -
Depreciation 58,411 55,234
Preferred Stock dividend 468,944
Issuance of common and options stock for
compensation, directors' fees and services
rendered - 392,381
(Increase) decrease in:
Accounts receivable 1,784 (100,000)
Prepaid expenses and other current assets (74,042) (436,228)
Deferred Expense 6,916 -
Other assets 49,880 -
Increase (decrease) in:
Accounts payable and accrued expenses (127,606) (402,380)
Accrued interest - 60,666
Other current payables 242,706 -
Foreign currency loss (6,801) -
Minority Interest (643,054) (839,671)
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Net cash provided by (used in) operating activities (1,559,722) (4,169,577)
------------------------------
Cash flows from (used in) investing activities:
Purchase of property and equipment (9,254) (36,126)
GSM construction costs and additional investments (1,786,772) (4,743,261)
------------------------------
Net cash used in investing activities (1,796,026) (4,779,387)
------------------------------
Cash flows from financing activities:
Borrowings - 7,719,836
Change in Minority Interest Ownership (112,167) -
Proceeds from sale of Series C convertible
preferred stock - 2,500,000
Common stock buy back (202,316) -
------------------------------
Net cash provided by financing activities (314,483) 10,219,836
------------------------------
Net increase (decrease) in cash and cash equivalents (3,670,231) 1,270,872
Cash and cash equivalents, beginning of period 10,442,334 5,390,871
------------------------------
Cash and cash equivalents, end of period $ 6,772,103 $ 6,661,743
==============================
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AMTEC, INC. AND SUBSIDIARIES
Consolidated Statement of Cash Flows
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Supplemental Cash Information:
No interest or income taxes were paid during the first six months of fiscal
1999 or 1998.
Non Cash Financing Activities:
Shareholder loans payable of $1,452,553 and related accrued interest of
$906,488 were credited to Additional paid-in capital
6.7 shares of Series E Convertible Preferred Stock were converted into
667,843 shares of common stock (inclusive of conversions of preferred
dividends).
Warrants valued at $222,500 were cancelled and credited to Additional
paid-in capital.
The Company cancelled a Common Stock Investment Agreement, as permitted by
the Agreement, with Promethean Investment Group on August 12, 1998.
1,019,465 shares previously held in escrow designated for issuance under
terms of the agreement were cancelled.
Notes to Consolidated Financial Statements
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The consolidated financial statements as of September 30, 1998 and
for the six months then ended are unaudited and reflect all
adjustments which are, in the opinion of management, necessary for a
fair presentation of the financial position and operating results
for the interim period. All of the adjustments are of a normal
recurring nature. The condensed consolidated financial statements
should be read in conjunction with the consolidated financial
statements and notes thereto together with management's discussion
and analysis of financial condition and results of operations,
contained in the Annual Report on Form 10-K filed by the Company on
June 30, 1998 for the Company's fiscal year ended March 31, 1998.
The results of operations for the six months ended September 30,
1998 are not necessarily indicative of the results for the entire
year ending March 31, 1999.
Basis of Presentation
The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles.
Realization of a major portion of the assets in the accompanying
balance sheet is dependent upon the Company's existing projects
developing profitable operations.
Included in the financial statements are the financial statements of
the Company for the six months ended September 30, 1998 and 1997 and
the financial statements of its joint venture subsidiaries for the
six months ended June 30, 1998 and 1997.
Revenue Recognition
Revenue related the Company's cellular telephone networks is
recognized at the time when the Company can estimate or calculate
the portion of distributable cash flow from the network. Revenue
related to the Company's former operations of ITV was derived
primarily from product sales, and was recognized upon shipment of
the products.
NOTE 2 - PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the Company, its 70%
owned subsidiary Hebei United Telecommunications Equipment Co., Ltd.
("Hebei Equipment") (a 20 year life Sino-foreign joint venture) and
subsidiary, and the Company's wholly owned subsidiary, ITV
Communications, Inc. All significant intercompany accounts and
transactions are eliminated in consolidation. Hebei Equipment in
turn owns 51% of Hebei United Telecommunications Engineering
Company, Ltd. ("Hebei Engineering") (a 25 year life Sino-foreign
joint venture).
NOTE 3 - ASSETS
The consolidated balance sheet includes approximately $29.1 million
of assets, net of amortization, associated with the construction of
the Hebei GSM Networks. The Company, which has the right to the largest
share of the distributable cash flow from these networks over a
fifteen year period, amortizes its investment in these networks over
that period.
NOTE 4 - LIABILITIES
The consolidated balance sheet includes total liabilities of
approximately $32.6 million. Of this amount, approximately $32.3
million are liabilities of AmTec's subsidiaries, which are
guaranteed by co-investors in the Company's joint ventures with no
recourse to AmTec. AmTec's direct liabilities amount to
approximately $0.3 million. The decrease in consolidated liabilities
primarily relates to the elimination of shareholder loans and
related accrued expenses of ITV, Inc., a wholly-owned subsidiary.
NOTE 5 - CHANGES TO EQUITY
The decrease in Stockholders' Equity of approximately $150,000
primarily is due to the net loss for the six months ended September
30, 1998 of approximately $3.1 million offset by an increase in
Additional paid-in capital resulting primarily from the cancellation
of shareholders' loans and related accrued interest.
As permitted by the agreement, on August 12, 1998 the Company
cancelled a Common Stock Investment Agreement with Promethean
Investment Group. 1,019,465 shares of the Company's common stock
held in escrow under this agreement was cancelled as well.
During the six months ended September 30, 1998, the Company issued
667,843 shares of its Common Stock upon the conversion of 6.7 shares
of its Series E Convertible Preferred Stock. (See Note 7 regarding
the acquisition of certain E-Shares.)
On September 14, 1998 the Company announced its intention to
purchase up to $1 million of its common stock on the open market. As
of September 30, 1998, the Company had purchased 162,000 shares
under this program for a total cost of approximately $202,000. The
stock was duly cancelled and retired after it was repurchased in
accordance with Delaware General Corporation Law.
NOTE 6 - SIGNIFICANT TRANSACTIONS
On August 6, 1998 the Company signed an agreement with UIH
Asia/Pacific Communications, Inc ("UAP"), a wholly-owned subsidiary
of United International Holdings, Inc. ("UIH"), under which AmTec
will issue to UAP $12 million of preferred stock convertible into
9.6 million AmTec common shares, subject to certain anti-dilution
provisions, in exchange for 100% of the common stock of UIH Hunan,
Inc. ("UIHH"). UIHH holds a 49% interest in a Sino-foreign joint
venture with the Broadcasting Bureau of Hunan, the monopoly cable
television operator in Hunan Province, People's Republic of China.
The agreement, which is subject to satisfactory completion of due
diligence and approvals of appropriate regulatory authorities in
China among other conditions, provides UAP with an option to
increase its holdings in AmTec to 25% of AmTec's fully diluted
common shares for a price of $3 per share and with rights of
co-investment with AmTec in China. The consummation of this deal
will make UAP AmTec's largest shareholder.
On August 27, 1998 the Company signed an agreement with a subsidiary
of Global TeleSystems, Inc. (GTS), under which a subsidiary of GTS
will acquire approximately 5.9 million shares of the Company's
common stock and merge GTS' Shanghai-based joint venture into the
Company. The shares will be issued at a price of $1.35 per share and
will make GTS, through a wholly owned subsidiary, AmTec's second
largest shareholder following the close of the merger with UIHH
described above. The joint venture holds the rights to a majority
share of the cash flow generated by Shanghai VSAT Network Systems
(SVC), the premier satellite-based telecommunications network
operator in China. The merger is subject to final due diligence
among other conditions.
NOTE 7 - SUBSEQUENT EVENTS
On October 1, 1998 a sixth GSM network launched operations in the
city of Langfang, Hebei Province, which has a metropolitan area
population of 3.6 million people. As of November 16, 1998 the
subscriber base of the six networks reached approximately 31,000
subscribers, an increase of 11,000 subscribers from September 30,
1998.
On November 10, 1998, 38.5 of the Company's Series E Convertible
Preferred Shares were acquired from an investment fund by the
Company and investors known to the Company. As a result of this
transaction, the Company is retiring 3.85 Series E Convertible
Preferred Shares which would have been convertible into 542,192
common shares at the conversion rate effective on November 12, 1998.
NOTE 8 - COMPREHENSIVE INCOME
The Company has adopted SFAS No. 130 "Reporting Comprehensive
Income" effective April 1, 1998. Management has evaluated the effect
on its financial reporting of the adoption of this statement and
determined that the required disclosures of this provision were not
material since the only element of comprehensive income (foreign
exchange translation) aggregated $6,188.
NOTE 9 - NEW ACCOUNTING PRONOUNCEMENTS
Segments of an Enterprise and Related Information - In June 1997,
the FASB issued SFAS No. 131, "Disclosure about Segments of an
Enterprise and Related Information." This statement is effective for
fiscal years beginning after December 15, 1997. SFAS No. 131
requires the reporting of profit and loss, specific revenue and
expense items, and assets for reportable segments. It also requires
the reconciliation of total segment revenues, total segment profit
or loss, total segment assets, and other amounts disclosed for
segments, in each case to the corresponding amounts in the general
purpose financial statements. Management has evaluated the effect on
its financial reporting of the adoption of this statement and has
found the majority of required disclosures not to be applicable and
the remainder not to be significant.
Disclosures about Pensions and Other Postretirement Benefits--In
February 1998, the FASB issued SFAS No. 132, "Employers' Disclosures
about Pensions and Other Postretirement Benefits". This Statement is
effective for fiscal years beginning after December 15, 1997. This
Statement revises employers' disclosures about pension and other
postretirement benefit plans. It does not change the measurement or
recognition of those plans. It standardizes the disclosure
requirements for pensions and other postretirement benefits to the
extent practicable, and requires additional information on changes
in the benefit obligations and fair values of plan assets that will
facilitate financial analysis. Management is currently evaluating
the effect of adopting this statement on its financial reporting.
Item 2
Management's Discussion and Analysis of Financial Condition and Results of
Operation
AmTec, Inc. ("AmTec" or "the Company") is a telecommunications company with
operations in the People's Republic of China ( the "PRC" or "China"). The
Company has focused its operations on China because of its large and
rapidly growing need for telecommunications services, its requirement for
foreign capital and technology to meet that need, and AmTec's opportunity
to obtain cash flow sharing and technical services agreements with
operators who hold exclusive or semi-exclusive communications licenses. The
Company has established majority ownership in joint ventures with Chinese
and other partners to provide financing, network construction and
operational consulting services to licensed China network operators. The
Company's current operations primarily are focused on a series of cellular
telephone networks in the northeastern province of Hebei, which has 11
major cities and a population of approximately 64 million people. In
addition, the Company has interests in other projects and networks in
various stages of development.
Key components of AmTec's business strategy are developing existing network
interests and obtaining additional interests in communications networks in
China, including combining the efforts of major telecommunications
companies in China.
Joint Ventures in China
AmTec holds a 70% interest in Hebei United Telecommunications Equipment
Company Limited ("Hebei Equipment"), a Sino-foreign joint venture with a
wholly-owned subsidiary of the Electronics Industry Department of Hebei
Province. Hebei Equipment, in turn, holds a 51% interest in Hebei United
Telecommunications Engineering Company Limited ("Hebei Engineering"), a
joint venture with NTT International ("NTTI") and Itochu Corp. Both Hebei
Equipment and Hebei Engineering are organized as Sino-foreign equity joint
ventures under the laws of China and are headquartered in Shijiazhuang, the
capital of Hebei Province.
Cellular Telephone Networks
Currently, legal restrictions in China prohibit foreign participation in
the operation and ownership of communications networks. Therefore, the
Company has established majority ownership in joint ventures with Chinese
and other partners to provide financing, network construction and
operational consulting services to licensed Chinese network operators.
Substantially all of the Company's revenues are derived from contractual
arrangements for the sharing of cash flow generated from network operations
rather than from ownership or operation of the networks. Until regulations
in China change to permit direct foreign ownership and operations of
communications networks, all future revenues of the Company will continue
to be derived from these contractual arrangements.
Through Hebei Engineering, AmTec entered into an agreement (the "Unicom
Agreement") on February 9, 1996 with Unicom to (i) finance and assist
Unicom in the construction of cellular networks (the "GSM Networks" or "GSM
Project") in the ten largest cities in Hebei Province and (ii) provide
consulting and management support services to Unicom in its operation of
the GSM Networks in the 10 largest cities of Hebei Province. This GSM
Project will have a capacity of up to 70,000 subscribers. Hebei Engineering
is entitled to 78% of the distributable cash flow (defined as activation
charges plus depreciation plus net income) from the GSM Networks for a
15-year period commencing February 9, 1996.
The construction and operational plan for the GSM Networks consists of a
"roll-out" across Hebei Province on a city-by-city basis. As of November
16, 1998 six cities, were providing commercial service, to approximately
31,000 subscribers.
As of September 30, 1998, construction of the GSM Networks had been
financed by Hebei Engineering with $3 million of equity capital,
approximately $11 million of vendor financing guaranteed by NTTI, and a $20
million Term Loan facility from Bank of Tokyo Mitsubishi also guaranteed by
NTTI and Itochu. Of the $3 million of equity raised by Hebei Engineering,
$1.17 million was contributed by Hebei Equipment.
Achievement of the Company's business objectives is dependent upon Unicom's
operation of the GSM Networks, among other factors. The implementation of
the GSM Networks involves systems design, site procurement, construction,
electronics installation, initial systems optimization and receipt of
necessary permits and business licenses prior to commencing commercial
service. While no major difficulties have been encountered to date in
launching the six networks now operating, absence of difficulties in
launching additional networks can not be assured.
Results of Operations for the Six and Three Months Ended September 30, 1998
As Compared to the Six and Three Months Ended September 30, 1997.
Due to the early stage of the networks' rollout, the Company did not
recognize revenue from the GSM operations during the six months ended
September 30, 1998 and 1997. Instead revenues are recognized when cash is
received under the revenue sharing contract, which is expected to occur in
the third fiscal quarter. However, the Company expects to begin accruing
revenue within the next year as the networks continue to develop.
As of November 16, 1998 six cellular networks serving approximately 31,000
subscribers were operating in Hebei province.
Selling, general and administrative expenses increased from approximately
$2.9 million during the six months ended September 30, 1997 to
approximately $3.1 million during the six months ended September 30, 1998.
The increase primarily related to increases in the amortization of the
investment in GSM network of approximately $1.1 million and an increase in
salaries and fringe benefits of approximately $0.3 million related to the
hiring of a Chief Financial Officer and General Counsel in June 1997. These
increases were offset by an approximately $1.2 million reduction in the
start-up costs of the Company's joint venture.
Selling, general and administrative expenses increased from approximately
$0.5 million during the three months ended September 30, 1997 to
approximately $1.5 million during the three months ended September 30,
1998. The increase for the quarter was primarily attributed to the
amortization of the Company's investment in the GSM networks offset by a
reduction in the start-up costs of its joint venture.
The Company reported assets of approximately $37.3 million at September 30,
1998, a decrease of 7.5% or $3 million from March 31, 1998. This decrease
primarily related to amortization of the Company's investment in the GSM
networks of approximately $1.1 million and the funding of current
operations of approximately $1.6 million using cash.
The consolidated balance sheet of the Company includes total liabilities of
approximately $32.6 million. Of this amount, approximately $32.3 million
are liabilities of AmTec's Sino-foreign joint venture subsidiaries, with no
recourse to AmTec. AmTec's direct liabilities amount to approximately $0.3
million. The decrease in consolidated liabilities primarily relates to the
elimination of shareholder loans and related accrued expenses and a
decrease in minority interest.
The Company's loss before dividends decreased from $2.7 million during the
six months ended September 30, 1997 to $2.6 million during the six months
ended September 30, 1998. The decrease in net loss primarily relates to an
increase in the minority interest in loss of subsidiaries offset by an
increase in selling, general and administrative expenses.
The decrease in Stockholders' Equity of approximately $0.14 million for the
six months ended September 30, 1998 was the net result of an increase in
Additional paid-in capital of approximately $2.9 million, a loss for the
six months of approximately $3.1 million, amortization of deferred option
cost of $0.5 million and an increase in Accumulated deficit of
approximately $0.1 million related to AmTec's increase in the ownership of
its Sino-Foreign Joint Venture from 60.8% to 70%. The increase in
Additional paid-in capital was due to the elimination of approximately $2.4
million of shareholders' loans and related accrued interest, amortization
of the discount on the Series E Convertible Preferred Stock of
approximately $0.4 milion and the cancellation of 300,000 warrants valued
at $0.2 million.
Liquidity and Capital Resources
While the Company reported $216,348 of revenue during the year ended March
31, 1998, it did not report revenues for the six months ended September 30,
1998. As stated earlier, the Company has elected not to recognize revenue
earned under its contract with China UNICOM due to the early stage of the
networks' rollout. Instead revenues are recognized when cash is received
under the revenue sharing contract, which is expected to occur in the third
fiscal quarter. However, the Company expects to begin recognizing revenue
on a quarterly basis within the next year as the networks continue to
develop. As a result, the Company generated an operating loss of $3.18
million and a loss applicable to common shares of $3.11 million during this
period. While the Company expects to achieve profitable operations within
several years, there can be no assurances that the Company will achieve
this goal. As a result, the Company has financed its current activities
primarily through private equity placements.
During the six months ended September 30, 1998, the Company's cash
decreased by approximately $3.6 million, primarily due to additional
investment in the GSM network of approximately $1.8 million, cash used to
fund current operations of approximately $1.6 million and $0.2 million of
cash used to buy back common stock. The Company's direct cash position is
expected to be sufficient to support its operations through January 1,
2000.
Equity Issuances
The Company issued 667,843 shares of its Common Stock during its first six
months upon conversion of 6.7 shares of the Company's Series E Convertible
Preferred Shares (the "Series E Shares") by certain holders of the Series E
Shares. (See NOTE 7 regarding the acquisition of certain Series E Shares.)
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable.
Item 2. Changes in Securities
Not applicable.
Item 3. Default upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of stockholders during the
six months ended September 30, 1998.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
27. Financial Data Schedule
(b) Reports on Form 8-K.
The Company filed no reports on Form 8-K during the six months
ended September 30, 1998.
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.
Dated: November 16, 1998 AmTec, Inc.
By: /s/ Joseph R. Wright, Jr.
___________________________
Joseph R. Wright, Jr.
Chief Executive Officer
By: /s/ Albert G. Pastino
__________________________
Albert G. Pastino
Principal Financial and
Accounting Officer
