SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended March 31, 2000.
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from ------------ to -------------.
Commission file number: I-9418
------
CYBERAMERICA CORPORATION
------------------------
(Exact name of small business issuer as specified in its charter)
Nevada 87-0509512
-------- -----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
268 West 400 South, Salt Lake City, Utah 84101
---------------------------------------------------------
(Address of principal executive office) (Zip Code)
(801) 575-8073
----------------------
(Issuer's telephone number)
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 XX No
The number of outstanding shares of the issuer's common stock, $0.001
par value (the only class of voting stock), as of May 19, 2000 was 3,237,238
1
TABLE OF CONTENTS
PART I
ITEM 1. FINANCIAL STATEMENTS..................................................3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS..................................4
PART II
ITEM 1. LEGAL PROCEEDINGS.....................................................7
ITEM 5. OTHER INFORMATION.....................................................7
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K......................................8
SIGNATURES.....................................................................9
INDEX TO EXHIBITS.............................................................10
[THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]
2
ITEM 1. FINANCIAL STATEMENTS
As used herein, the term "Company" refers to CyberAmerica Corporation,
a Nevada corporation, and its subsidiaries and predecessors unless otherwise
indicated. Consolidated, unaudited, condensed interim financial statements
including a balance sheet for the Company as of the quarter ended March 31, 2000
and statements of operations, and statements of cash flows for the interim
period up to the date of such balance sheet and the comparable period of the
preceding year are attached hereto as Pages F-1 through F-6 and are incorporated
herein by this reference.
[THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY.]
3
ITEM 1. FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS
PAGE
Consolidated Unaudited Condensed Balance Sheet March 31, 2000
and Consolidated Audited Condensed Balance Sheet December 31, 1999..........F-2
Consolidated Unaudited Condensed Statements of Operations
March 31, 2000 and 1999 ...................................................F-4
Consolidated Unaudited Condensed Statements of Cash Flows
March 31, 2000 and 1999 ...................................................F-5
Notes to Consolidated Unaudited Condensed Financial Statements
March 31, 2000 ............................................................F-6
F-1
CYBERAMERICA CORPORATION AND SUBSIDIARIES
CONSOLIDATED UNAUDITED CONDENSED BALANCE SHEETS
March 31, 2000
ASSETS March 31, 2000 December 31, 1999
- ------ -------------- -----------------
(Unaudited) (Audited)
CURRENT ASSETS
Cash $ 1,768,321 $ 18,314
Accounts receivable - Trade 270,444 346,500
Accounts receivable - Related Parties 353,436 377,682
Note receivable - Current Portion 255,000 1,301,752
Prepaid expenses 18,704 4,814
Securities available for sale 4,800,526 3,970,445
-------------- -------------
TOTAL CURRENT ASSETS 7,466,431 6,019,507
PROPERTY AND EQUIPMENT 10,889,770 11,188,196
OTHER ASSETS
Investment securities at cost 78,833 78,833
Notes receivable - net of current portion 492,000 255,000
Investments - other 184,725 184,725
------------- -------------
TOTAL OTHER ASSETS 755,558 518,558
TOTAL ASSETS $ 19,111,759 $ 17,726,261
============= ==============
See notes to consolidated unaudited condensed financial
statements.
F-2
CYBERAMERICA CORPORATION AND SUBSIDIARIES
CONSOLIDATED UNAUDITED CONDENSED BALANCE SHEETS (Continued)
March 31, 2000
LIABILITIES AND
SHAREHOLDERS' EQUITY March 31, 2000 December 31, 1999
- -------------------- ---------------- -----------------
(Unaudited) (Audited)
CURRENT LIABILITIES
Accounts payable - trade $ 50,279 $ 224,732
Accounts payable - Related Parties 144,600 287,463
Accrued liabilities
Interest 63,668 63,668
Real estate taxes and assessments 32,985 102,727
Payroll and related taxes payable 58,839 85,678
Refundable deposits 13,418 42,985
Refund to investors - 27,348
Other 39,393 82,836
Debenture Payable - 237,708
Current portion of long term debt 967,223 976,993
Current portion of IEPA liabilities 65,417 56,179
-------------- -------------
TOTAL CURRENT LIABILITIES 1,435,822 2,188,317
-------------- -------------
LONG-TERM LIABILITIES
Long-term debt, net of current portion 7,758,315 7,153,723
Long-term IEPA liability, net of current portion 239,980 219,719
-------------- --------------
TOTAL LONG-TERM LIABILITIES 7,998,295 7,373,442
MINORITY INTEREST 868,521 690,741
SHAREHOLDERS' EQUITY
Preferred stock par value $.001; 20,000,000 - -
shares authorized; No shares issued
Common stock par value $.001; 200,000,000
shares authorized; 3,227,238 shares issued 3,228 3,228
Additional paid-in capital 15,355,080 15,355,080
Accumulated deficit (6,549,187) (8,314,681)
Unrealized gain from securities available for sale - 430,134
-------------- -------------
TOTAL SHAREHOLDERS' EQUITY 8,809,121 7,473,761
-------------- -------------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 19,111,759 $ 17,726,261
============== =============
See notes to consolidated unaudited condensed financial
statements.
F-3
CYBERAMERICA CORPORATION AND SUBSIDIARIES
CONSOLIDATED UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2000 and 1999
Three Months Ended March 31,
2000 1999
------------ ---------
REVENUE
Sale of property $ - $ 600,000
Revenue Deferred - -
Additional gain recognition 16,793 10,392
Consulting revenue 809,474 296,875
Rental revenue 246,399 152,241
----------- ---------
TOTAL REVENUE 1,072,666 1,059,508
COSTS OF REVENUE
Cost of sale of property - 219,498
Costs associated with consulting revenue 510,175 201,742
Costs associated with rental revenue 174,108 108,741
Interest expenses associated with
rental revenue 14,528 56,885
----------- --------
TOTAL COSTS OF REVENUE 698,811 586,866
GROSS PROFIT 373,855 472,642
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 303,637 216,710
----------- -------
OPERATING PROFIT (LOSS) 70,218 255,932
OTHER INCOME (EXPENSE):
Interest income 81,784 101,267
Interest expense (128,634) (99,862)
Gain (loss) from sale of
investment securities 1,908,554 46,278
Other income (expense) 48,514 2,865
----------- ----------
TOTAL OTHER INCOME (EXPENSES) 1,910,218 50,548
----------- ----------
INCOME (LOSS) BEFORE
MINORITY INTEREST 1,980,436 306,480
MINORITY INTEREST IN (GAIN) LOSS (177,780) 16,847
----------- ----------
NET PROFIT (LOSS) $ 1,802,656 323,327
INCOME (LOSS) PER COMMON SHARE
Income (loss) before minority interest $ 0.61 $ 0.11
Minority interest in loss (gain) 0.05 0.01
------------ -----------
Net income (loss) per weighted average
common share outstanding $ 0.56 $ 0.11
============ ===========
Weighted average number of common
shares outstanding 3,227,238 2,866,571
============ ===========
See notes to consolidated unaudited condensed financial
statements.
F-4
CYBERAMERICA CORPORATION SUBSIDIARIES
CONSOLIDATED UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 2000 and 1999
Three Months Ended
March 31,
Unaudited
-----------------------------
1999 1998
-------------------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 1,802,656 $ 323,327
Adjustments to reconcile net income (loss)
to net cash provided:
(Gain) loss from sale of investments (1,908,554) (46,278)
Minority interest in gain (loss) 177,780 (33,092)
Depreciation and Amortization 79,571 86,233
Services paid with common stock - -
Decrease (increase) in assets:
Accounts and notes receivable 910,054 (204,307)
Prepaid Expenses (13,890) 1,967
Securities (830,081) -
Increase (decrease) in liabilities:
Accounts and notes payable 45,620 2,044
Accrued liabilities (114,103) (22,148)
------------ ------------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES $ 149,053 $ 107,746
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures - 8,761
Elimination of Unrealized gain (430,314) -
Purchase of investments (85,407) -
Proceeds from sale of investments 2,179,595 208,493
------------ ------------
NET CASH FLOWS (USED) IN INVESTING ACTIVITIES $ 1,663,874 $ 217,254
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in long term debt - -
Reduction of long-term debt (62,920) (43,859)
------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES $ (62,920) $ (43,859)
INCREASE (DECREASE) IN CASH 1,750,007 281,141
CASH AT BEGINNING OF PERIOD 18,314 146,744
------------ ------------
CASH AT END OF PERIOD $ 1,768,321 $ 427,885
============ ============
See notes to consolidated unaudited condensed financial
statements.
F-5
CYBERAMERICA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED UNAUDITED CONDENSED FINANCIAL STATEMENTS
March 31, 2000
1. Basis of Presentation
The accompanying consolidated unaudited condensed financial statements have been
prepared by management in accordance with the instructions in Form 10-QSB and,
therefore, do not include all information and footnotes required by generally
accepted accounting principles and should, therefore, be read in conjunction
with the Company's Annual Report to Shareholders on Form 10-KSB for the fiscal
year ended December 31, 1999. These statements do include all normal recurring
adjustments which the Company believes necessary for a fair presentation of the
statements. The interim operations results are not necessarily indicative of the
results for the full year ended December 31, 2000.
2. Year 2000 Compliance
The Year 2000 problem is a result of computer programs being written using two
digits to define the applicable year. If not corrected, any program or equipment
that have time sensitive components could fail or create erroneous results. The
Company has completed a review of its existing systems and has upgraded
approximately 25% of its existing system with hardware and software that
purports to be Year 2000 compliant.
The majority of the Company's other software and hardware is not believed to be
Year 2000 compliant. However, the Company has already ordered the necessary
software and hardware to fully upgrade its computer systems to be Year 2000
compliant. The Company is expected to be fully compliant by June 30, 1999. The
cost associated with completion of updating the Company's computer systems is
not expected to have a material impact on the financial condition of the
Company. Nonetheless, there can be no assurance that this will be the case. The
Company currently has limited information concerning the Year 2000 compliance
status of its clients and associates. However, even if the Company's clients are
not Year 2000 compliant, the Company does not anticipate that such noncompliance
will have a material adverse effect on the Company's business, financial
condition, results of operations or cash flow.
3. Additional footnotes included by reference
Except as indicated in Notes above, there have been no other material changes in
the information disclosed in the notes to the financial statements included in
the Company's Annual Report on Form 10-KSB for the year ended December 31, 1999.
Therefore, those footnotes are included herein by reference.
F-6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
General
The Company's operations consist primarily of two different areas of focus. The
Company's primary operations involve the acquisition, lease and sale of real
estate holdings. The Company also provides financial consulting services.
Real Estate Operations
The Company's objective with respect to its real estate operations is to
acquire, through its subsidiaries, properties throughout the country which the
Company's management believes to be undervalued and which the Company is able to
acquire through the expenditure of limited amounts of cash. The Company attempts
to acquire such properties by assuming existing favorable financing and paying
the balance of the price with nominal cash payments or through the issuance of
shares of the Company's Common Stock. Once such properties are acquired, the
Company leases them to primarily commercial tenants. The Company also makes
limited investments in improvements to the properties with the objective of
increasing occupancy and improving cash flows. The Company believes that with
minor improvements and effective management, properties can be liquidated at a
profit within a relatively short period of time.
The Company recorded rental revenues of $246,399 the quarter ended March 31,
2000 as compared to $152,241the quarter ended March 31, 1999. This increase was
largely attributable to increased occupancy.
Currently, the Company has positive cash flows from real estate operations of
$57,736 for the quarter ended March 31, 2000 compared to a negative cash flow of
$13,385 for the quarter ended March 31, 1999. This is attributable to both
vacancies in the Company's real estate holdings and substantial investments the
Company has made in raw land.
The Company continues its real estate operations for two reasons. First, the
Company is attempting to eliminate the losses by increasing occupancy and rental
income from those properties of the Company which have a high current vacancy
rate. Second, the Company purchases real estate primarily for appreciation
purposes. Thus, while the Company seeks to minimize and reverse its real estate
cash flow deficit, its goal is that cash sufficient to offset such deficit will
be generated upon property disposition.
Consulting Operations
The Company, through its wholly owned subsidiaries Canton Financial Services
Corporation and Hudson Consulting Group, Inc., provides a variety of financial
consulting services to a wide range of clients. The primary service performed by
the Company involves assisting clients in structuring mergers and acquisitions.
This includes locating entities suitable to be merged with or acquired by the
Company's clients, as well as providing general advice related to the
structuring of mergers or acquisitions. The Company also assists clients in
restructuring their capital formation, advises with respect to general corporate
problem solving and provides shareholder relations services designed to expose
its clients to the broker dealer community.
The Company's consulting subsidiaries generate revenues through consulting fees
payable in the client's equity, cash, other assets or some combination of the
three. The primary form of compensation received is the equity securities of
clients. When payment is made in the form of equity, the number of shares to be
paid is usually dependent upon the price of the client's common stock (if such
price is available) and the extent of consulting services to be provided. The
typical value used to determine the number of shares to be paid is one-half or
less of the stock's bid price, which accounts for the fact that most of the
equity received as payment by the Company is
4
restricted as to resale. The Company accepts equity with the expectation that
its services will assist in the stock's appreciation, thus allowing the Company
to be compensated and to make a return on the payments for its services.
The Company generates cash flow, in part, by liquidating non-cash assets (equity
securities) received as fees for consulting services. As most fees are paid in
the form of equity, the revenues and cash flows realized by the Company are
somewhat tied to the price of its clients' securities and the Company's ability
to sell such securities. A decline in the market price of a client's stock can
affect the total asset value of the Company's balance sheet and can result in
the Company incurring substantial losses on its income statement. The Company
generally books securities that it accepts as payment at a 25% to 75% discount
of the current market value at the time the Company accepts the securities due
to illiquidity of the securities because of restrictions on resale.
The Company's portfolio consists primarily of restricted and unrestricted shares
of common stock in micro to small cap publicly traded companies. This portfolio
currently consists of shares of common in over 70 different companies whose
operations range from that of high-tech Internet operations to oil and gas
companies. The Company believes that the diversity of its current holdings is
such that the overall volatility of its portfolio is significantly less than in
prior years of operations.
Revenues from the Company's financial consulting operations increased for the
quarter ended March 31, 2000. The Company recorded $809,474 in revenues the
quarter ended March 31, 2000, from its financial consulting operations as
compared to $296,875 for the same period of 1999. This increase was primarily
due to an increase in revenues from the sale of securities previously received
as payment for services rendered.
During the quarter ended March 31, 2000 the Company sold investment securities
owned by the Company and its subsidiaries. The bulk of the securities sold were
securities that the Company and its majority owned subsidiaries acquired in past
years for services rendered to clients by the Company's consulting subsidiaries.
During the quarter ended March 31, 2000, the Company and its subsidiaries sold
$2,179,595 in investment securities. The Company's basis in the securities was
approximately $392,750.
Company Operations as a Whole
Revenues
Gross revenues for the quarters ended March 31, 2000 and 1999 were $1,072,666
and $1,059,508 respectively. Gross revenues for the quarter ended March 31, 2000
increased 1% over March 31, 1999 This is due to a $512,599 increase in financial
consulting, a $94,158 increase in rental revenues, a $600,000 decrease in sale
of property, and a $6,301 increase in gain recognition in the quarter ended
March 31, 2000 as compared to the quarter ended March 31, 1999.
Profits
The Company recorded an operating profit of $70,218 for the quarter ended March
31, 2000 as compared to an operating profit of $255,932 for the quarter ended
March 31, 1999. The net profit as a percentage increased by 458% for the quarter
ended March 31, 2000 over the quarter ended March 31, 1999. The Company recorded
a net profit of $1,802,656 for the quarter ended March 31, 2000 compared to a
net profit of $323,327 for the quarter ended March 31, 1999. The Company's
improvement in profitability is largely attributable to the increase in
consulting. Additionally, the Company realized a gain from the sale of
investment securities of $1,908,554 in the quarter ended March 31, 2000 as
compared to gain from the sale of investment securities of $46,278 in the
quarter ended March 31, 1999.
The Company expects to continue to operate at a profit through fiscal 2000.
However, there can be no assurance that the Company will continue to maintain
profitability or that its revenue growth can be sustained in the future.
5
Expenses
General and administrative expenses for the quarters ended March 31, 2000 and
1999 were $303,637 and $216,710, respectively. The reason for the $86,927
increase is primarily attributable to an increase in the number of employees.
Depreciation and amortization expenses for the quarters ended March 31, 2000 and
March 31, 1999 were $79,751 and $86,233, respectively. The decrease was due to
disposition of assets during late 1999.
The Company expects increases in expenses through the balance of the fiscal year
2000 as the Company steps up its effort to acquire additional properties and
continues to grow its consulting businesses.
Capital Resources and Liquidity
At the quarter ended March 31, 2000, the Company had current assets of
$7,466,431 and total assets of $19,111,759 as compared to $6,019,507 and
$17,726,261, respectively at the year ended December 31, 1999. The Company had
net working capital of $6,030,609 at the quarter ended March 31, 2000 compared
to net working capital of $3,831,190 at the year ended December 31, 1999.
Net stockholders' equity in the Company was $8,809,121 as of March 31, 2000,
compared to $7,473,761 as of December 31, 1999.
Cash flow provided by operations was $149,053 the quarter ended March 31, 2000,
compared to cash flow provided by operations of $107,746 the quarter ended March
31, 1999. Cash flows provided from operating activities the quarter ended March
31, 2000 are primarily attributable to an increase in consulting and rental
revenues.
Cash flow provided from investing activities was $1,663,874 in the quarter ended
March 31, 2000, compared to $217,254 for the same period in 1999. The increase
is largely due to the increase in proceeds from the sale of investments,
Cash flow used in financing activities was $62,920 for the quarter ended March
31, 2000, compared to net cash used of $43,859 for the quarter ended March 31,
1999.
Due to the Company's debt service on real estate holdings, willingness to
acquire properties with negative cash flow shortages and acceptance of non-cash
assets for consulting services, the Company experiences occasional cash flow
shortages. To satisfy its cash requirements, including the debt service on its
real estate holdings, the Company must periodically raise funds from external
sources. This often involves the Company conducting exempt offerings of its
equity securities.
Impact of Inflation
The Company believes that inflation has had a negligible effect on operations
over the past three years. The Company believes that it can offset inflationary
increases in the cost of materials and labor by increasing sales and improving
operating efficiencies.
Known Trends, Events, or Uncertainties
General Real Estate Investment Risks
The Company's investments are subject to varying degrees of risk generally
incident to the ownership of real property. Real estate values and income from
the Company's current properties may be adversely affected by changes in
national or local economic conditions and neighborhood characteristics, changes
in interest rates and in the availability, cost and terms of mortgage funds, the
impact of present or future environmental legislation and compliance with
environmental laws, the ongoing need for capital improvements, changes in
governmental rules
6
and fiscal policies, civil unrest, acts of God, including earthquakes and other
natural disasters which may result in uninsured losses, acts of war, adverse
changes in zoning laws and other factors which are beyond the control of the
Company.
Value and Illiquidity of Real Estate
Real estate investments are relatively illiquid. The ability of the Company to
vary its ownership of real estate property in response to changes in economic
and other conditions is limited. If the Company must sell an investment, there
can be no assurance that the Company will be able to dispose of it in the time
period it desires or that the sales price of any investment will recoup the
amount of the Company's investment.
Property Taxes
The Company's real property is subject to real property taxes. The real property
taxes on this property may increase or decrease as property tax rates change and
as the property is assessed or reassessed by taxing authorities. If property
taxes increase, the Company's operations could be adversely affected.
Year 2000 Compliance
As of May 19, 2000, the Company has not experienced any Y2K problems.
Forward Looking Statements
The forward looking statements contained in this Item 2 and elsewhere in this
Form 10-QSB are made pursuant to the Safe Harbor provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements
involve a number of risks and uncertainties, including the timely development,
and market acceptance of products and technologies, competitive market
conditions, successful integration of acquisitions and the ability to secure
additional sources of financing. The actual results that CYAA may achieve may
differ materially from any forward-looking statements due to such risks and
uncertainties.
PART II
ITEM 1. LEGAL PROCEEDINGS
During the first quarter of 2000, the following material developments occurred
regarding the Company's legal proceedings. For more information please see the
Company's Form 10KSB for the year ended December 31, 1999.
State of Illinois vs. The Canton Industrial Corporation - This action was filed
in the Ninth Judicial Circuit, State of Illinois, County of Fulton, Case Number
93MR45, in September, 1993. The action sought environmental cleanup of the
Canton Plant site located in Canton, Illinois. Prior to August 1997, the
facility consisted of brick, steel and glass constructed buildings with over
1,290,366 feet of interior space, portions of which were in disrepair. On August
6, 1997, a fire engulfed the facility and destroyed over 800,000 square feet of
the buildings located at the Canton Plant. Following the fire, preliminary
testing indicated that asbestos containing materials were included in the debris
of the fire. In February, 2000, the State of Illinois filed a Motion for
Voluntary Dismissal. The motion was granted and an order of dismissal has been
entered.
ITEM 5. OTHER INFORMATION
Subsequent Events
On May 19, 2000, the Company appointed two new directors to its Board of
Directors bringing the number of Board members to five. The two new board
members are John Fry and Nathan Henin. Both gentlemen have accepted their
appointments. Both Mr. Henin and Mr. Fry are independent members of the board
without employment ties to the Company.
7
Mr. Fry is 66 years old, he worked for Firestone Tire Company for over 35 years,
retiring from a position as a vice- president with Firestone. He currently works
as a business consultant and as a director for various other corporations.
Mr. Henin is 76 years old. He recently stepped down as president of Harris
Hardware having worked with this company since 1947. Mr. Henin is a veteran of
World War II, having served in the Army Air Corps and retired with the rank of
Major from the USAFR. He has been involved in importing from the Pacific rim and
continues to be an active consultant in several areas.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits Exhibits required to be attached by Item 601 of Regulation S-B are
listed in the Index to Exhibits on page 10 of this Form 10-QSB, and are
incorporated herein by this reference.
(b) Reports on Form 8-K. No reports were filed on Form 8-K during the quarter.
[THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY.]
8
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, this th day of May 2000.
CYBERAMERICA CORPORATION
/S/ Richard Surber
- ----------------------------
Richard Surber May 19, 2000
President, Chief Executive Officer and Director
/S/ Wayne Newton
- ----------------------------
Wayne Newton May 19, 2000
Controller
9
INDEX TO EXHIBITS
EXHIBIT PAGE DESCRIPTION
NO. NO.
3(i) * Articles of Incorporation of the Company (note that
these were amended by the Articles of Merger
constituting Exhibit 2 to this Form 10-KSB)
(incorporated herein by reference from Exhibit No.
3(i) to the Company's Form 10-KSB for the year ended
December 31, 1993).
3(ii) * Bylaws of the Company, as amended (incorporated
herein by reference from Exhibit 3(ii) of the
Company's Form 10 KSB for the year ended December 31,
1995).
* Previously filed as indicated and incorporated herein by reference from
the referenced filings previously made by the Company.
10