SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A-1
[x] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended March 31, 1999
[ ] 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
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Commission file number 0-24374
LUCAS EDUCATIONAL SYSTEMS, INC.
-------------------------------
(Exact name of small business issuer in its charter)
DELAWARE 62-1690722
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
P. O. Box 789
Templeton, California 93465
---------------------------
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (805) 434-3982
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, par
value $.001
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
(1) YES X NO (2) YES X NO
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will 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-K
or any amendment to this Form 10-K. [ ]
State issuer's revenues for its most recent fiscal year: $0.00.
State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock
was sold, or the average bid and asked prices of such stock, as of a specified
date within the past 60 days.
July 1, 1999 - $1,022,154. There are approximately 4,088,619 shares
of common voting stock of the Registrant held by non-affiliates. During the
past two years, there has been no "established public market" for shares of
common voting stock of the Registrant. This valuation is based upon the
average bid price for shares of common stock of the Registrant on the OTC
Bulletin Board of the NASD on such date.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
N/A
(APPLICABLE ONLY TO CORPORATE ISSUERS)
The number of shares outstanding of the issuer's classes of common stock
as of July 1, 1999:
Common Stock, $0.001 Par Value - 12,908,619 shares
DOCUMENTS INCORPORATED BY REFERENCE
A description of "Documents Incorporated by Reference" is contained
in Part III, Item 13.
Transitional Small Business Issuer Format Yes X No
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<PAGE>
Item 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Consolidated Financial Statements for the years ended
March 31, 1999 and 1998
Report of Tanner and Company
Report of Jones, Jensen & Company
Consolidated Balance Sheets - March 31, 1999 and 1998
Consolidated Statements of Operations from inception
on December 5, 1996 to March 31, 1999
and the years ended March 31, 1999 and 1998
Consolidated Statements of Stockholders' Equity (Deficit)
from inception on December 5, 1996 through March 31, 1999
Consolidated Statements of Cash Flows from inception
on December 5, 1996 through March 31, 1999
and the years ended March 31, 1999 and 1998
Notes to Consolidated Financial Statements
<PAGE>
LUCAS EDUCATIONAL SYSTEMS, INC.
Consolidated Financial Statements
March 31, 1999 and 1998
<PAGE>
REPORT OF TANNER AND COMPANY
To the Board of Directors
and Stockholders of Lucas Educational Systems, Inc.
We have audited the accompanying consolidated balance sheet of Lucas
Educational Systems, Inc. and Subsidiary, (a development stage company) as of
March 31, 1999 and the related consolidated statements of operations,
stockholders' equity, and cash flows for the year then ended and the
cumulative amounts since December 5, 1996 (date of commencement of
development stage). 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.
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 financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the 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.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Lucas
Educational Systems, Inc. and Subsidiary, as of March 31, 1999, and the
results of its operations and cash flows for the year then ended and the
cumulative amounts since December 5, 1996 (date of commencement of development
stage), in conformity with generally accepted accounting principles.
The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As described in
Note 1, the Company is a development stage company with no significant
operating revenues to date and has a significant accumulated deficit. These
circumstances raise substantial doubt about its ability to continue as a going
concern. Management's plans in regard to this matter are also described in
note 1. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/Tanner & Co.
Salt Lake City, Utah
June 28, 1999
<PAGE>
REPORT OF JONES JENSEN & COMPANY
Jones, Jensen & Company [letterhead]
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
Lucas Educational Systems, Inc.
(Formerly Miradaor Equity Partners, Ltd.)
(A Development Stage Company)
Templeton, California
We have audited the accompanying consolidated statements of operations,
stockholders' equity and cash flows of Lucas Educational Systems, Inc.
(formerly Mirador Equity Partners, Ltd.)(a development stage company) for the
year ended March 31, 1998. 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 audits.
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 statements of
operations, stockholders' equity and cash flows are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the consolidated statements of
operations, stockholders' equity and cash flows. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consoldiated
statements of operations, stockholders' equity and cash flows provides a
reasonable basis for our opinion.
In our opinion, the consolidated statements of operations, stockholders'
equity and cash flows referred to above present fairly, in all material
respects, the consolidated results of the operations and the cash flows of
Lucas Educational Systems, Inc. (formerly Mirador Equity Partners, Ltd.)(a
development stage company) for the year ended March 31, 1998, in conformity
with generally accepted accounting principles.
The accompanying consolidated statements of operations, stockholders' equity
and cash flows have been prepared assuming the Company will continue as a
going concern. As discussed in Note 1j to the consolidated financial
statements, the Company is a development stage company with no significant
operating revenues to date which raises substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters
are also described in Note 1j. The consolidated financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
/S/Jones, Jensen & Company
Jones, Jensen & Company
Salt Lake City, Utah
August 4, 1998
<TABLE>
Lucas Educational Systems, Inc. and Subsidiary
Consolidated Balance Sheet
March 31,
Assets 1999 1998
<S> <C> <C>
Current assets:
Cash $89,546 $37,191
Related party receivables 3,400 -
Inventory 5,610 5,610
Total current assets 98,556 42,801
Property and equipment, net 60,144 75,219
Deposits - 3,000
$158,700 $121,020
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $11,438 $46,036
Accrued liabilities - 9,863
Related party notes payable 12,000 -
Total current liabilities 23,438 55,899
Commitments - -
Stockholders' equity:
Common stock authorized
20,000,000 shares at $0.001
par value; 12,453,619 shares
and 11,243,619 shares issued
and outstanding, respectively 12,454 11,244
Additional paid-in capital 1,476,436 405,146
Unearned compensation (106,875) -
Stock subscription receivable - (25)
Accumulated deficit (1,246,753) (351,244)
Total stockholders'
equity 135,262 65,121
Total liabilities and
stockholders' equity $158,700 $121,020
</TABLE>
<TABLE>
LUCAS EDUCATIONAL SYSTEMS, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statement of Operations
Years Ended March 31, 1999 and 1998 and Cumulative Amounts
Since December 5,1996 (Date of Commencement of Development Stage)
<CAPTION>
Cumulative
1999 1998 Amounts
<S> <C> <C> <C>
Revenue $ - $ - $ -
General and administrative expenses 893,394 351,181 1,244,638
Net loss from operations (893,394) (351,181) (1,244,638)
Other income (expense):
Interest expense (2,115) - (2,115)
Net loss before provision for
income taxes (895,509) (351,181) (1,246,753)
Provision for income taxes - - -
Netloss $ (895,509) $(351,181) $(1,246,753)
Net loss per common share -
basic and fully diluted $ (.08) $ (.04) $ (.10)
</TABLE>
See accompanying notes to consolidated financial statements.
<TABLE>
LUCAS EDUCATIONAL SYSTEMS, INC.
(Formerly Mirador Equity Partners, Ltd.)
(A Development Stage Company)
Statements of Stockholders Equity
From Inception on December 5, 1996 through March 31, 1999
<CAPTION>
Additional
Paid-In
Treasury stock Common Stock Capital
Shares Amount Shares Stock (Deficit)
<S> <C> <C> <C> <C> <C>
Inception at December 5, 1996 - - - $ - $ -
Issuance of common stock at
$0.00125 per share - - 8,700,000 8,700 (8,600)
Net loss from inception on
December 6, 1996 through
March 31, 1997 - - - - -
Balance, March 31, 1997 - - 8,700,000 8,700 (8,600)
Common stock issued in
recapitalization - - 1,849,869 1,850 (1,810)
Common stock issued for
cash and services of
$0.60 per share - - 192,000 192 114,808
Common stock issued for debt
at $0.60 per share - - 333,000 333 199,667
Common stock issued for
services at $0.60 per share - - 168,750 169 101,081
Net loss for the year
ended March 31, 1998 - - - - -
Balance, March 31, 1998 - - 11,243,619 $11,244$405,146
Proceeds from stock subscription - - - - -
receivable
Common stock issued for
cash - - 90,000 90 179,910
debt and other payables - - 400,000 400 299,600
Services - - 720,000 720 364,280
Contributed shares 455,500 - - - -
Treasury stock
issued for cash (455,500) - - - 227,500
Net Loss - - - - -
Balance, March 31, 1999 - - 12,453,619 12,454 1,476,436
</TABLE>
<TABLE>
LUCAS EDUCATIONAL SYSTEMS, INC.
(Formerly Mirador Equity Partners, Ltd.)
(A Development Stage Company)
Statements of Stockholders Equity
From Inception on December 5, 1996 through March 31, 1999
<CAPTION>
Unearned Stock Sub-
Compen- scription Accumulated
sation Receivable Deficit Total
<S> <C> <C> <C> <C>
Inception at December 5, 1996 $ - $ - $ - $ -
Issuance of common stock at
$0.00125 per share - - - 100
Net loss from inception on
December 6, 1996 through
March 31, 1997 - - (63) (63)
Balance, March 31, 1997 - - (63) 37
Common stock issued in
recapitalization - - - 40
Common stock issued for
cash and services of
$0.60 per share - (25) - 114,975
Common stock issued for debt
at $0.60 per share - - - 200,000
Common stock issued for
services at $0.60 per services - - - 101,250
Net loss for the year
ended March 31, 1998 - - (351,181) (351,181)
Balance, March 31, 1998 - $(25)(351,244) 65,121
Proceeds from stock subscription
receivable - 25 - 25
Common stock issued for
cash - - - 180,000
debt and other payables - - - 300,000
Services (106,875) - - 258,125
Contributed shares - - - -
Treasury stock
issued for cash - - - 227,500
Net Loss - - (895,509) (895,509)
Balance, March 31, 1999 (106,875) -(1,246,753) 135,262
</TABLE>
<TABLE>
LUCAS EDUCATIONAL SYSTEMS, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statement of Cash Flows
Years Ended March 31,1999 and 1998
and Cumulative Amounts Since December 5,1996,
(Date of Commencement of Development Stage)
<CAPTION>
Cumulative
1999 1998 Amounts
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $(895,509) $(351,181) $(1,246,753)
Adjustments to reconcile net loss
to net cash (used in) provided by
operating activities:
Depreciation and amortization 21,903 5,750 27,653
Common stock issued for
services and payables 506,997 116,225 374,350
Common stock issued for debt - 200,000 200,000
(increase) decrease in:
Inventory - (5,610) (5,610)
Related party receivables (3,400) - (3,400)
Deposits 3,000 (3,000) -
Increase (decrease) in:
Accounts payable 1,530 46,036 296,438
Accrued liabilities (9,863) 9,863 -
Net cash (used in) provided by
operating activities (375,342) 18,083 (357,322)
Cash flows from investing activities
purchase of property and equipment (6,828) (80,969) (87,797)
Cash flows from financing activities:
Proceeds from related party
notes payable 33,500 - 33,500
Payments on related party notes
payable (6,500) - (6,500)
Issuance of common stock 407,500 100,040 507,640
Proceeds from stock subscription
receivable 25 - 25
Net cash provided by
financing activities 434,525 100,040 534,665
Net increase in cash 52,355 37,154 89,546
Cash, beginning of period 37,191 37 -
Cash, end of period $ 89,546 $ 37,191 $ 89,546
</TABLE>
See accompanying notes to consolidated financial statements.
LUCAS EDUCATIONAL SYSTEMS, INC. AND SUBSIDIARY (A Development Stage Company)
Notes to Consolidated Financial Statements
March 31, 1999 and 1998
1 Summary OF Business and Significant Accounting Policies
(a) Organization
The Company was incorporated in the state of Delaware on June 11, 1992
under the name Mirador Equity Partners, Ltd. On November 30, 1997, Mirador
Equity Partners, Ltd. changed its name to Lucas Educational Systems, Inc. in
conjunction with the merger with Lucas Educational Systems, Inc. (LEDS). The
Company distributes memory aides for the Bible, English grammar and Spanish.
Prior to the acquisition of Lucas Educational Systems, Inc., the Company had
been seeking to merge with an existing, operating company.
On November 7, 1997, the Company and LEDS completed an Agreement and Plan
of Reorganization whereby the Company issued 8,700,000 shares of its common
stock in exchange for all of the outstanding common stock of LEDS. Immediately
prior to the Agreement and Plan of Reorganization, the Company had 1,849,869
post-split shares of common stock issued and outstanding.
The acquisition was accounted for as a recapitalization of LEDS because
the shareholders of LEDS controlled the Company after the acquisition.
Therefore, LEDS is treated as the acquiring entity. There was no adjustment to
the carrying value of the assets or liabilities of LEDS in the exchange. The
Company is the acquiring entity for legal purposes and LEDS is the surviving
entity for accounting purposes. On November 5, 1997, the shareholder of the
Company authorized a forward stock split of 1-for-4.357 shares of common
stock. All references to shares of common stock have been retroactively
restated to reflect the forward stock split.
(b) Principles of Consolidation
The consolidated financial statements include the financial statements
of the Company and its subsidiary. All significant intercompany balances and
transactions have been eliminated.
(c) Development Stage Company
Effective December 5,1996, the Company is considered a development stage
company as defined in SFAS No. 7. The Company has, at the present time, not
paid any dividends and any dividends that may be paid in the future will
depend upon the financial requirements of the Company and other relevant
factors.
(d) Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments with an original maturity of three months or
less to be cash equivalents.
(e) Inventory
Continued Inventory consists of books held for resale and are stated at
the lower of cost or market. Cost is determined by the first-in, first-out
(FIFO) method.
(f) Property and Equipment
Property and equipment is stated at cost. Depreciation and amortization
are computed using the straight-line method over estimated usefu1 lives which
range from 3 to 5 years.
(g) Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
(h) Income Taxes
Deferred income taxes are provided in amounts sufficient to give effect
to temporary differences between financial and tax reporting.
(i) Earnings Per Share
The computation of basic earnings per common share is based on the
weighted average number of shares outstanding during each year.
The computation of diluted earnings per common share is based on the
weighted average number of shares outstanding during the year plus
the common stock equivalents, which would arise from the exercise of
stock options and warrants outstanding using the treasury stock method
and the average market price per share during the year. Common stock
equivalents are not included in the diluted earnings per share
calculation when their effect is antidilutive.
(j) Going Concern
The Company's financial statements are prepared using generally
and accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in
the normal course of business. The Company has not established revenues
sufficient to cover its operating costs and allow it to continue as a going
concern. The Company is developing a marketing program for its educational
products. In the interim, management has committed to covering all operating
and other costs.
2. Property
Property and equipment consist of the following at March 31:
1999 1998
Furniture and fixtures $ 1,931 $ 1,931
Leasehold improvements 11,070 11,070
Vehicles 37,382 37,382
Master videos 13,577 13,577
Computer equipment 23,837 17,009
87,797 80,969
Accumulated depreciations and
amortization (27,653) (5,750)
$ 60,144 $ 75,219
3. Related Party Notes Payable
At March 31, 1999 and 1998, related party notes payable consists of an
unsecured, past due note payable to a shareholder with interest at 10% Payable
totaling $3,500 and $-0-, respectively, and an unsecured, non-interest
bearing, demand note payable to a shareholder totaling $7,500 and $-0-,
respectively.
4. Income Taxes
The benefit for income taxes is different than amounts which would be
provided by applying the statutory federal income tax rate to loss before
provision for income taxes for the following reasons:
Year Ended
March 31,
Cumulative
1999 1998 Amounts
Income tax benefit at
statutory rate $ 305,000 $ 119,000 $ 424,000
Change in valuation
allowance (305,000) (119,000) (424,000)
$ - $ - $ -
Deferred tax assets are comprised of the following:
March 31,
1999 1998
Operating loss carryforwards $ 424,000 $ 119,000
Valuation allowance (424,000) (119,000)
At March 31, 1999, the Company had net operating loss carryforwards of
approximately $1,247,000 available to offset future taxable income which begin
to expire in 2017. The amount of loss which may be used each year is limited
based on several factors which include changes in Company ownership, the fair
value of the Company and the federal discount rate.
No deferred tax assets have been provided for the tax benefits of loss
carryforwards due to uncertainty concerning their ultimate realization.
5. Other Related Party Transactions
Related party receivables consist of amounts due from employees
totaling $3,500 and $-0-, respectively at March 31, 1999 and 1998. As of March
31, 1999 and 1998 accounts payable included $-0- and $1,368, respectively, due
to a shareholder.
6. Supplemental Cash Flow Information
During the year ended March 31, 1999, the Company increased
additional paid-in capital and unearned compensation by $106,875 as part of an
employment contract.
During the year ended March 31, 1999, the Company reduced related party
note payable and accounts payable in the amount of $51,128 in exchange for
common stock.
Actual amounts paid for interest and income taxes are as follows:
Years Ended
March 31,
1999 1998
Interest $ 2,115 $ -
Income taxes $ - $ -
7. Commitments
(a) Operating Lease Obligation
The Company leases certain office and warehouse space from a shareholder,
under noncancellable operating lease agreements. Future minimum lease payments
required under operating leases are as follows:
Year Amount
2000 $ 36,000
2001 36,000
$ 72,000
Rental expense for the years ended March 31, 1999 and 1998 related to
these operating leases was approximately $36,500 and $33,000, respectively.
(b) Licensing and Royalty Agreement
On August 13, 1997, the Company entered into an agreement with Jerry and
Cheryl Lucas for rights to use the copyright, trademark, patents and name of
the Company. Revenues produced form these activities will be 8% of the gross
receipts. Jerry and Cheryl Lucas also have rights to purchase inventory of the
Company at cost plus 10%. The term of the agreement is 99 years.
(c) Employment Agreement
Effective November 1, 1998, the Company entered into an employment
agreement with an officer which expires November 1, 2000. The agreement
provides for a minimum monthly salary of $2,500. In addition, the Company
issued 120,000 shares of common stock vesting at 5,000 per month as well as
options to purchase 25,000 shares of common stock at an exercise price of
$1.50, after the officer has been employed for a period of two years.
8. Stock Options and Warrants
The Company has a stock option plan (the Option Plan), which allows
a maximum of options to be granted to purchase common stock at prices
generally not less than the fair market value of common stock at the date of
grant. Under the Option Plan, grants of options may be made to selected
officers and key employees without regard to any performance measures. The
options may be immediately exercisable or may vest over time as determined by
the Board of Directors. However, the maximum term of an option may not exceed
five years.
Information regarding the stock options is summarized below:
Weighted
Average
Number of Exercise
Options Price
Outstanding at April 1, 1997 - $ -
Granted 25,000 .001
Exercised (25,000) .001
Forfeited
Outstanding at March 31, 1998 - -
Granted 625,000 .43
Exercised 600,000 .38
Forfeited - -
Outstanding at March 31, 1999 25,000 $ 1.50
The Company has adopted the disclosure only provisions of Statement of
Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based
Compensation." Accordingly, no compensation expense has been recognized for
stock options granted to employees. Had compensation expense for the Company's
stock options been determined based on the fair value at the grant date for
awards in 1999 and 1998, consistent with the provisions of SFAS No. 123, the
Company's results of operations would have been reduced to the proforma
amounts indicated below:
Years Ended
March 31, Cumulative
1999 1998 Amounts
Net loss - as reported $(895,509) $(351,181) $(1,244,753)
Net loss - pro forma $(895,509) $(351,181) $(1,244,753)
Loss per share - as reported $ (.08) $ (.04) $ (.10)
Loss per share - proforma $ (.08) $ (.04) $ (.10)
The fair value of each option grant is estimated on the date of grant
using the Black-Scholes option pricing model with the following assumptions:
March 31,
1999
Expected dividend yield $ -
Expected stock price volatility 109%
Risk-free interest rate 5.0%
Expected life of options 2 years
The weighted average fair value of options granted during 1999 and 1998
are $.66 and $-0-, respectively.
The following table summarizes information about stock options and
warrants outstanding at March 31, 1999:
Outstanding Exercisable
Weighted
Average
Number Remaining Weighted Number Weighted
Outstanding Contractual Average Exercisable Average
Exercise at Life Exercise at Exercise
Price 3/31/99 (Years) Price 3/31/99 Price
$1.50 25,000 2.00 $ - $ -
9. Earnings Per Share
Financial accounting standards require companies to present basic
earnings per share (EPS) and diluted earnings per share along with additional
informational disclosures. Information related to earnings per share is as
follows:
Years Ended
March 31, Cumulative
1999 1998 Amounts
Basic and Diluted EPS:
Net loss available to common
stockholders $ (895,509) $ (351,181) $(1,246,753)
Weighted average common 11,975,000 9,972,000 11,482,000
Net loss per share $ (.08) $ (.04) $ (.10)
10. Fair Value of Financial Instruments
None of the Company's financial instruments are held for trading
purposes. The Company estimates that the fair value of all financial
instruments at March 31, 1999, does not differ materially from the aggregate
carrying values of its financial instruments recorded in the accompanying
balance sheet. The estimated fair value amounts have been determined by the
Company using available market information and appropriate valuation
methodologies. Considerable judgement is necessarily required in interpreting
market data to develop the estimates of fair value, and, accordingly, the
estimates are not necessarily indicative of the amount that the Company could
realize in a current market exchange.
<PAGE>
Item 13. Exhibits and Reports on Form 8-K.*
---------------------------------
Reports on Form 8-K**
Exhibits*
(i)
Where Incorporated
in this Report
--------------
8-K Current Report dated Part I, Item 1
November 11, 1998** Part III, Item 11
Part III, Item 12
Agreement and Plan of Reorganization
Exhibit A - Lucas Stockholders
Exhibit B - Mirador Equity Partners, Ltd. Financial
Statements for the periods ended
March 31, 1997 and 1996
Exhibit B-1 - Mirador Equity Partners, Ltd. Unaudited
Financial Statements for the
period ended September 30, 1997
Exhibit C - Exceptions to Mirador Equity Partners,
Ltd. Financial Statements
Exhibit D - Lucas Educational Systems, Inc. Financial
Statements for the period from
inception (December 5, 1996) to
June 30, 1997 and three months ended
September 30, 1997 (See Item 7 above)
Exhibit E - Exceptions to Lucas Educational Systems
Financial Statements
Exhibit F - Investment Letter
Exhibit G - Compliance Certificate of Mirador Equity
Partners, Ltd. Corporation
Exhibit H - Compliance Certificate of
Lucas Educational Systems, Inc.
Exhibit I - Consultant Shares
Certificate of Amendment to Certificate of
Incorporation reflecting name change to
"Lucas Educational Systems, Inc." and forward
split of shares
Licensing and Royalty Agreement
10-KSB Annual Report for the year
ended March 31, 1998** Part I, Item 1
Subsidiaries of the Company
Financial Data Schedule
8-K Current Report dated June 28, 1999 regarding change of
accountants
(ii)
* Summaries of all exhibits contained within this
Report are modified in their entirety by reference
to these Exhibits.
** These documents and related exhibits have been
previously filed with the Securities and Exchange
Commission and are incorporated herein by reference.
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.
LUCAS EDUCATIONAL SYSTEMS, INC.
Dated: 7/23/99 By:/s/Jerry R. Lucas
Jerry R. Lucas
President and Director
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities on the dates indicated:
Dated: 7/23/99 By:/s/Jerry R. Lucas
Jerry R. Lucas
President and Director
Dated: 7/27/99 By:/s/Cheryl W. Lucas
Cheryl W. Lucas
Treasurer and Director
Dated: 7/23/99 By:/s/William R. Murray
William R. Murray
Vice President
Dated: 7/22/99 By:/s/David E. Nelson
David E. Nelson
Secretary and CFO
