UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
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 August 31, 1995
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 [No Fee Required]
For the transition period from ______________________ to ______________________
Commission file number 0-25702
AMWEST ENVIRONMENTAL GROUP, INC.
(Name of Small Business Issuer in its charter)
NEVADA 88-0289700
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
10701 LOS ALAMITOS BLVD.
LOS ALAMITOS, CA 90720
(Address of principal executive offices) (Zip Code)
Issuer's Telephone Number: (310) 799-1888
Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which registered
None
Securities registered under Section 12(g) of the Exchange Act:
None
(Title of class)
None
(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 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
<PAGE>
Check if there is 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 the 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]
State issuer's revenues for the most recent fiscal year: $1,500,375.
As of August 31, 1995, the aggregate market value of the voting stock held by
non-affiliates of the registrant was $21,404,431 based on shares at an average
bid and ask price of $1,875. This calculation was made on the assumption that
affiliates are officers, directors and persons holding more than ten percent
(10%) of the registrant's outstanding voting stock.
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 18,907,698.
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PART I
Item 1. Description of Business
(a) Business Development
General Statement
Amwest Environmental Group, Inc. (the "Registrant"), a Nevada Corporation,
incorporated on June 17, 1994. Earth Products Advancement, Inc., a Utah
Corporation and Amwest Environmental Group, a Nevada Corporation, were merged
with the Registrant. Articles of Merger were filed with the Nevada Secretary of
State on June 28, 1994, and with the Utah Division of Corporations and
Commercial Code on June 29, 1994, at which time the merger became effective.
Earth Products Advancement, Inc.
Earth Products Advancement was incorporated in the State of Utah on April
20, 1972, as Patent World, Inc. Since its inception, Earth Products Advancement
has had the following name changes on the dates indicated: Kitchen Gardens,
Inc., July 3, 1975; Earthworm 2001, September 2, 1983; Aqua Kleen International,
April 17, 1984; Earth Products Advancement, Inc., September 28, 1992. Earth
Products Advancement, Inc., was not actively engaged in any business for several
years prior to its merger with the Registrant.
Amwest Environmental Group
Amwest Environmental Group, the predecessor of Amwest Environmental Group,
Inc., was incorporated in the State of Nevada on September 23, 1992, for the
purpose of engaging in the business of environmental testing, engineering,
consulting and construction. After its merger with Earth Products Advancement,
Inc., the business of Amwest Environmental Group has been carried on by Amwest
Environmental Group, Inc., the Registrant.
Amwest Bluestar Corporation
Amwest Bluestar Corporation (Bluestar), incorporated in the State of
California on September 21, 1993, is a wholly owned subsidiary of the Registrant
and began operation on May, 1995. Bluestar is engaged in sales of chemical
products for household and industrial clean-up use. The household products
include toilet bowl cleaners and utensil cleaners. Industrial products include
metal oil stain cleaner, benzine-free paint remover, and
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<PAGE>
corrosion inhibitors. Further, Bluestar is engaged in industrial clean-up
projects and presently is engaged in the cleaning of a fuel pipeline at castle
AFB in California. Bluestar has an ongoing clean-up contract with the California
Department of Transportation, CalTrans, for clean-up of tanks and pipelines in
various locations throughout Southern California.
Amwest Environmental Engineering Corporation
Amwest Environmental Engineering Corporation (Engineering), incorporated in
the State of California on March 24, 1993, is a wholly owned subsidiary of the
Registrant. Engineering, which began operating in 1994, was formed for the
purpose of conducting environmental consulting and construction. The consulting
department of Engineering is equipped to handle Phase I and Phase II
environmental projects. Presently, the subsidiary has four (4) ongoing Phase I
projects and five (5) Phase II projects as well as five (5) remediation
projects. The construction department has currently fourteen (14) projects in
California, which include the removal, installation and remediation of
underground storage tanks and water lines.
(b) Business of Registrant
Principal products or services and their markets
The Registrant has formed Seven (7) subsidiaries to carry on the various
aspects of its business. All of these subsidiaries, with the exception of Amwest
Environmental Engineering Corporation, and Amwest Bluestar Corporation, are
presently inactive. Amwest Environmental Engineering Corporation and Amwest
Bluestar Corporation are the operating entities of the Registrant.
The Registrant is engaged in the business of environmental testing,
engineering, consulting, construction, and industrial cleanup. The Registrant's
services are divided into three Phases. These Phases are standard throughout the
industry and are derived from "Super Fund" legislation. These Phases are:
Phase I - Environmental studies. Environmental studies include
environmental impact studies, environmental audits, potential contamination
surveys and potential environmental liability evaluations. This phase is
necessary prior to any planning, design and construction of environmental
treatment, storage or disposal facilities.
Phase II - Remediation (Cleanup) Studies. Remediation Studies involve
surveys for potential contamination. If a site is found to be contaminated,
further investigation is done to develop options for site remediation. These
investigations
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<PAGE>
include geophysical studies; geohydrological studies; air, soil and water
studies; nearby surface water studies; and biological studies.
Phase III - Environmental Engineering. Environmental Engineering includes
surveys of site, studies, planning, design and construction management for an
environmental facility. Those facilities include water treatment plants, air
pollution control units, noise control facilities, solid waste incinerators or
facilities, recycling plants, hazardous waste treatment plants, and disposal
facilities (such as landfills). Environmental engineering is the planning and
management of the construction of treatment, storage or disposal (TSD)
facilities.
Site remediation is a recently developed environmental engineering
technique which includes actual site cleanup activities. Those activities may
include design and construction of a remediation facility for soil, groundwater,
and/or hazardous waste or, if no facility is involved, excavation, hauling, and
off-site disposal of the hazardous material may be used.
Presently the Registrant is mainly involved with underground storage tanks.
The Registrant also has limited experience with construction of remediation
plants, i.e., vapor extraction systems, bioremediation facilities, asphalt
recycling facilities and extraction/removal of solid wastes.
The Registrant's main marketing activities are conducted in the United
States with limited activities in Taiwan, Korea, Mexico, and Mainland China. The
corporation's midterm plan is to gradually expand its business activities into
other Pacific rim countries. Amwest provides environmental audits,
investigations, feasibility studies, engineering designs, construction,
equipment and chemical trading/manufacturing, and education.
Status of publicly announced services
On June 1, 1994, the Registrant entered into a contract with the City of
Beijing, China, to develop a solid waste recycling project. This joint venture
provides that Amwest will provide the technology for waste recycling as well as
managerial expertise. Amwest will also purchase the necessary equipment and
vehicles. The City of Beijing will provide land and utilities along with certain
technology. Amwest and potential financial partners will own seventy percent
(70%) of the joint venture. This joint venture allows Amwest to seek $80 million
dollars for the project in phases. Presently the project is in the planning
stages. Although there is no statement in the contract with the City of Beijing
concerning the date on which funding has to be provided for the project, the
parties have a verbal understanding that the project must be fully funded by
June 1, 1999. Pursuant to the terms of the contract, the Registrant has the
right to
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<PAGE>
seek at least $30 million for the first phase of the project. Again, there is no
specific date on which these funds must be available. The Registrant has
contacted several sources of funds and all negotiations are in the preliminary
phase.
Competitive business conditions and Registrant's position in the industry
and methods of competition
The Registrant is in a highly competitive field as it competes with other
similar businesses on local, national and international levels. The Registrant
will face substantial competition when bidding for contracts in the public
sector. The key to increasing this public clientele is to have adequate bonding
capabilities. Presently the Registrant has an aggregate bonding capability of
ten million dollars ($10,000,000). It is felt that this capability is adequate
for any contract which the registrant will bid on in the near future.
Sources and availability of raw material and professional employees
The Registrant is dependent on an adequate supply of chemicals for cleanup
programs. The supply of these chemicals is readily available both in the United
States and internationally. The Registrant also depends on the availability of
professional employees, i.e. chemists, biologists and engineers. The Registrant
has found that the supply of these professionals is adequate. Of the thirty-five
persons presently employed by the Registrant, twenty-eight are professionals.
Government Regulation
The Registrant is regulated by both the Federal and State governments. The
principal Federal laws governing the Registrant are the Resource Conservation
and Recovery Act of 1976 (RCRA, 1976) and the Comprehensive Environmental
Response, Compensation and Liability Act of 1980 (CERC LA, 1980). The RCRA,
1976, impacts the Registrant by regulating the treatment, storage,
transportation and disposal of hazardous wastes which have adverse effects on
health and the environment. Further, the Act provides for the promulgation of
guidelines for solid waste collection, transport, separation, recovery and
disposal practices and systems. The CERC LA, 1980, defines, designates and
regulates hazardous substances. This law also provides for the storage, handling
and disposal of such hazardous substances.
Other local regulations/requirements which the Registrant is required to
follow include state contractor laws such as Contractor A and Hazardous Material
Disposal licenses and local pollution prevention permits such as Southern
California Air Quality Management District (AQMD) 1166 permits. The Registrant
has all the above mentioned licenses and permits for the project
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performance. In addition, all Registrant's employees involved in hazardous
wastes field work have forty-hour health and safety training certificates as
required by OSHA and RCRA.
Potential Liability and Insurance
Most of the Registrant's contracts require it to maintain insurance which
includes general liability insurance for bodily injury, death or loss or damage
to property. Further, these contracts may require the Registrant to indemnify
its clients for claims or losses for personal injury or property damage
resulting from the Registrant's negligent performance of its duties. Currently
the Registrant is able to provide adequate insurance coverage to meet the
requirements of its contracts.
Presently the Registrant maintains a general liability policy in the amount
of $1,000,000. Should any particular contract require additional coverage, the
Registrant has the ability to increase its coverage. In the past, this coverage
has been increased to $5,000,000.
Item 2. Description of Property
The Registrant leases a central office at 28 Centerpointe Drive, #100, La
Palma, California, 96023. This office contains approximately 6,110 square feet.
The lease for this office space extends through February 1996. The Registrant is
liable for a total of rental of $48,600 through February, 1996.
The Registrant holds title to 1.76 acres of land with an approximately
6,000 square foot building in Huntington Beach, California. This property was
purchased by the Registrant for consideration of 2,150,000 shares of common
stock. The building on the property contains approximately 6,000 square feet and
is in good condition. It is estimated that the building could be converted to
offices for approximately $20,000. The building is presently used for storage.
This property was purchased from Leader Partnership, a California limited
partnership with ten limited partners and three general partners. One of the
partners, James C. Lu, is President of the Registrant. After distribution of the
shares received from the sale of the property, no partner, except James C. Lu,
owned more than five percent (5%) of the Registrant.
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<PAGE>
Item 3. Legal Proceedings
The Registrant is not a party to any litigation, which is not routine and
incidental to its business, and is not aware of any pending or threatened
litigation.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of the security holders of the
Registrant during the fourth quarter of the fiscal year covered by this report.
PART II
Item 5. Market for Registrant's Common Equity
and Related Stockholder Matters.
Price Range of Common Stock
The Registrant's common stock has had limited trades over the counter
(O.T.C.) on the bulletin board effective under the symbol AEGI. The following
table sets forth the high and low bid prices of the common stock for the periods
indicated. The bid prices represent prices between dealers, which do not include
retail mark-ups, markdowns or commission, and may not represent actual
transactions.
The public trading in the common stock has been sporadic.
High Low
---- ---
Third Quarter 1994 $2.50 $1.75
Fourth Quarter 1994 $2.50 $1.75
First Quarter 1995 $2.00 $1.75
Second Quarter 1995 $2.00 $1.75
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The source of the above quotations was Helix Securities, a market maker of
the Company.
Number of Shareholders
As of August 31, 1995, there were 855 holders of record of the Registrant's
common stock.
Dividends
The Registrant has never paid any dividends on its common stock.
Item 6. Management's Discussion and Analysis
or Plan of Operation.
Analysis of Financial Condition and Results of Operation
The following table sets out the financial condition of the Registrant for each
of the last two fiscal years:
12 Months Ending In
--------------------------------
August 31, 1995 August 31, 1994
--------------- ---------------
Statement of Earnings:
Revenue .......................... $ 1,500,375 $ 699,466
Net Income (Loss) ............................ ($ 1,171,365) ($ 1,092,997)
Per Share Net Income (Loss) .................. ($ 0.07) ($ 0.16)
Number of Common Shares Outstanding .......... 16,599,038 15,329,285
Balance Sheet Data:
Total Assets ..................... $ 545,515 $ 2,871,996
Total Current Liabilities .................... $ 631,217 $ 63,026
Cash Dividends Declared per Common Share ..... $ 0 $ 0
Stockholders' Equity ......................... $ 3,285,832 $ 2,835,222
Net loss for the fiscal year ending August 31, 1995 was $1,171,365,
up from the net loss of $1,092,997 recorded in the fiscal year ended August 31,
1994. The primary reasons for the loss during the fiscal year ended August 31,
1995 were heavy one-
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time startup costs of the Registrant's subsidiaries. The factors contributing to
this loss are isolated events but may possibly occur again in the next fiscal
year.
The Registrant has experienced growth in terms of projects finished,
marketing activities, and future contracts. Continuing the activities from 1994,
the major areas of activities are in engineering, consultation, and
construction. The former includes property Phase I assessments, site Phase II
investigations, site Phase III remediations, solid wastes and wastewater
treatments. The latter includes underground storage tank (UST) removal and
installation, and construction of remediation facilities. The clients of Amwest
have been primarily in private industries. However, in this period, several
projects have been contracted with the public sector. This trend is anticipated
to continue, reaching a balance between the private and public sectors.
As of the second quarter of 1994 the Registrant had an accumulated volume
of contract completed or in progress of $2,909,081. During the most recent
fiscal year, ending the second calendar quarter of 1995, the Registrant
estimates that it procured an additional $1,643,094 in contracts bringing its
estimated volume on contracts, from inception, to $4,552,175.
Registrant has performed most of its engineering, consultation and
construction in Southern California. All projects of the Registrant have been
finished in a timely manner. The volume of work available to the Registrant and
other environmental companies in Southern California and the United States is
increasing. Management of the Registrant can not foresee change in this
condition in the near future. As a result of the aforesaid increase in available
work the Registrant should sustain its present growth for the short term (one
year) and possibly on a long term basis (more than one year).
The Registrant has entered into a joint venture with the city of Beijing,
China. The future of this contract is questionable as the Registrant has, as of
this date, been unable to locate sufficient financing. The existence of this
contract should not impact the regular operation of the Registrant.
During the last fiscal year the Registrant began operation of two of its
subsidiaries, Amwest Bluestar Corporation and Amwest Environmental Engineering
Corporation. The starting costs for these subsidiaries accounted for a
substantial part of the loss incurred by the Registrant. The Registrant
anticipates these subsidiaries, individually, will produce positive cash flow
during the next fiscal year. In addition to Bluestar and Engineering, the
Registrant incurred starting costs for three additional subsidiaries: Amwest
International Corporation, Amwest Manufacturing Corporation, and Amwest
Environmental Sciences Corporation. These subsidiaries are not presently
operating
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entities. Management presently cannot foresee whether these entities may become
profitable. The following chart lists the estimated startup costs for each of
the above named subsidiaries expended in the past fiscal year.
Name Estimated Startup Cost
Amwest Engineering Corporation $150,000.00
Amwest Bluestar Corporation $350,000.00
Amwest International Corporation $150,000.00
Amwest Environmental Sciences Corporation $100,000.00
Amwest Manufacturing Corporation $150,000.00
Plan of Operation
Management believes that the Registrant cannot satisfy its cash
requirements for the next twelve (12) months from its cash flow. In order to
satisfy the need for additional funds the Registrant intends to use its real
property as collateral for a line of credit. It is anticipated that this line of
credit along with funds generated from new and present contracts will be
sufficient to satisfy the financial needs of the Registrant during the next
fiscal year.
Presently the Registrant has several projects in the research and
development stage. These projects include a treatment for "oily sludge", a
process for the manufacturing of products from recycled rubber, and a cryogenic
process for the production of ultra-fine crumb rubber. Ultra-fine crumb rubber
can be used as the basis for most rubber products. As these projects are in
their initial stages, management cannot state with any certainty whether any
project will be completed or result in the generation of income.
Item 7. Financial Statements.
See Item 13.
Item 8. Changes In and Disagreements With Accountants
on Accounting and Financial Disclosure.
There are no, nor have there been any, disagreements between the Registrant
and its accountants on any matter of accounting practices or financial statement
disclosure.
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<PAGE>
PART III
Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance With Section 16(a) of the Exchange Act.
Directors and Executive Officers
Period of Service
Name and Age Position(s) with Registrant as Director
- ------------ --------------------------- -----------
William D.Q. Fang, 54 Director/Secretary Since June 1994
James C. Lu, 51 Director/President Since June 1994
Michael E. Morgan, 35 Director Since June 1994
Jerry Y. Huang, 55 Director Since June 1994
Jian Xin Ren, 37 Director Since June 1994
Juan J. Garcia, 29 Director Since June 1994
Xian Qui Liu, 54 Director Since June 1994
Joanna Tu, 46 Director Since June 1994
John Kao, 50 Director Since June 1994
Ching Lei Chou, 58 Director Since June 1994
James C. Lu obtained his Ph.D. in environmental engineering from the
University of Southern California in 1976. Dr. Lu has two M.S. degrees, one in
Civil and Environmental Engineering from the University of Cincinnati in 1972
and one in Sanitary Engineering from National Taiwan University in 1968. Dr. Lu
has graduated from the National Taiwan University with a B.S. in Civil
Engineering. Dr. Lu has, over the past twenty-one (21) years, been project
manager, chief environmental engineer and environmental engineering head of many
environmental engineering firms. Dr. Lu
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<PAGE>
has been employed by Amwest Environmental Group since 1992 and was the executive
officer of Calscience Research, Inc. from 1978 to 1982; Calscience Engineering,
Inc. from 1986 to 1991; and Unitech Engineering from 1991 to 1992. Dr. Lu was
employed by the Los Angeles Sanitation Districts from 1982 to 1984 and Jacobs
Engineering Group from 1984 to 1986, as Chief Environmental Engineer.
William D.Q. Fang received his B.S. in Physics from the North West
University, Xian, China in 1963. Mr. Fang has been employed by Amwest
Environmental since 1993 as an executive officer and scientist. From 1990 to
1993 Mr. Fang was employed by General Hightech Company as an executive officer
and a scientist. General Hightech Corp. was organized to develop high technology
medical electronic devices. Mr. Fang has served as the director of the
Environmental Protection Industry Association. Mr. Fang has over thirty (30)
years as a professor, scientist, chief engineer, environmental engineer and
executive officer of many environmental firms in the United States and Asia.
Michael E. Morgan has over ten years of environmental marketing experience.
He has been operations manager, sales manager, and vice-president for several
environmental firms. He is specialized in environmental market development,
proposal preparation, cost estimating and bidding of environmental related
projects.
Jerry Y. Huang, Ph.D., P.E. has over 20 years experience in the
environmental field. His responsibilities range from design engineer, senior
engineer, project manager, corporation vice-president to president for
environmental engineering firms. He was a full professor at the University of
Wisconsin for 11 years. His specialties are wastewater treatment, hazardous
waste remediation and minimization, enzyme treatment technology, and
environmental facility construction management.
Jian Xin Ren is the founder of China Bluestar Corporation and has lead the
company to become one of the biggest industrial cleanup companies in China
within eight years, from initially seven employees to approximately twenty
thousand employees. Mr. Ren has also developed manufacturing plants for
production of water purification, reverse osmosis membrane, and seawater
desalination equipment. Because of his outstanding contributions and success, he
was elected in China to be the most outstanding entrepreneur in 1988 and ten
most well known newsmakers in 1985. Mr. Ren has expanded the industrial cleanup
services and equipment/chemical sales internationally into countries such as
Japan, Russia, and Australia.
Juan J. Garcia has over six years experience in the field of industrial
cleanup, industrial hygiene and hazardous waste site remediation. He is also
very familiar and well connected to the Mexico markets regarding industrial
cleanup and environmental pollution control. He has hands on experience on site
operation as well as strong technical and managerial capability to carry out
large programs.
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<PAGE>
Xian Qui Liu, Ph.D. has over twenty years experience in industrial cleanup
and pollution control. He is the vice-president for Bluestar Company since 1990.
He has been involved in numerous projects relating to petrochemical and energy
production related industries. He was a faculty member with the Beijing Chemical
Engineering College in 1984 to 1990. He published several dozens of articles
relating to industrial cleanup and pollution control.
Joanna Tu has been an entrepreneur and executive officer for many hi-tech
products manufacturing firms. She has over fifteen years experience for the
development of new products and markets and managed several computer software
and hardware companies. She is a successful investor involving in
construction/engineering projects and hi-tech companies.
John Kao received a MBA degree from Columbia University in 1971. He has
extensive experience in marketing, new product development, strategic planning,
marketing research, sales forecasting in the medical and other equipment and
chemical industries. Mr. Kao was the past president of U.S. Medical Surgical
Marketing Research Group which has over 1,000 members from the U.S. medical
industry. Mr. Kao has played a strong role with the start up of several high
technology equipment companies in the U.S. He also has strong experience with
international trading, venture capital and commercial real estate investments.
Mr. Kao completed a major report for Federal Reserve Bank of Taiwan during 1987.
He has extensive experience conducting business internationally.
Ching Lei Chou has very strong experience in starting up and managing
successful factories in China such as the textile factory, plastic factory,
consumer product factory, and industrial thermometer factory. In U.S., Mr. Chou
is the chairman of "UOTT" company which produces sophisticated noninvasive
cardiac diagnostic equipment. Mr. Chou is also the chairman of Pacific
Navigation Signal, Inc. which manufactures low cost, high intensity lights used
by airports and commercial buildings. Mr. Chou has extensive experience with
international trading as well as with development of new products.
Item 10. Executive Compensation.
The table below represents the compensation awarded to James C. Lu, the
President and a member of the Board of Directors of the Registrant for the year
ended December 31, 1994. No other executive officers of the Registrant had a
total salary and bonus for such year in excess of $100,000.
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<PAGE>
Name and Principal Other Awarded
Position Year Salary Bonus Compensation
- -------- ---- ------ ----- ------------
James C. Lu 1994 $100,000 None None
President
Item 11. Security Ownership of Certain Beneficial Owners
and Management.
Item 12. Certain Relationships and Related Transactions.
There have been no transactions during the last two years or proposed
transactions to which the Registrant was or is to be a party with any of those
persons described in Reg. ss.228.404.
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<PAGE>
Item 13. Exhibits and Reports on Form 8-K.
(a) The following financial statements, financial statement schedules, and
supplementary data are included:
Financial Statement of August 31, 1995 ..................... F-1 through F-12.
(This space intentionally left blank.)
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<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
AMWEST ENVIRONMENTAL GROUP, INC.
By: ____________________________
name and title
Date: __________________________
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By: ____________________________ By: ___________________________
(Signature) (SIGNATURE)
Name/Title: ____________________ Name/Title: ___________________
Date: __________________________ Date: _________________________
By: ____________________________
(Signature)
Name/Title: ____________________
Date: __________________________
By: ____________________________
(Signature)
Name/Title: ____________________
Date: __________________________
By: ____________________________
(Signature)
Name/Title: ____________________
Date: __________________________
By: ____________________________
(Signature)
Name/Title: ____________________
Date: __________________________
-17-
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