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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): September 30, 1997
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THE QUARTZ GROUP, INC.
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(Exact name of registrant as specified in its charter)
Colorado 33-31068 84-1067075
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation File No.) Identification No.)
or organization)
3029 S. HARBOR BLVD., SANTA ANA, CALIFORNIA 92704
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(714) 429-5984
(NOT APPLICABLE)
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(Former name or former address, if changed since last report)
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THE QUARTZ GROUP, INC.
(formerly named Brown Disc Products Company, Inc.)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
PRIVATE PLACEMENT OF SECURITIES IN SEPTEMBER 1997
During the period from September 19, 1997 through September 30, 1997,
The Quartz Group, Inc. (the "Company") issued and sold in three related
private placement offerings for a total consideration of $900,000 in cash, the
following securities: (i) a limited recourse, non-interest bearing promissory
note of $750,000 (the "Limited Recourse Note"), (ii) 9,000,000 shares of the
Company's common stock and (iii) common stock purchase warrants exercisable at
$0.25 per share expiring on September 30, 2002 to purchase an additional
6,500,000 shares of the Company's common stock.
The securities sold during the period from September 19, 1997 through
September 30, 1997 were sold in three related offerings, as follows:
(A) For the cash purchase price of $50,000 paid by two investors, Donna Kull
and a corporate entity named Yes Corp., on September 19, 1997 the
Company sold a total of 1,000,000 shares of common stock.
(B) For the cash purchase price of $750,000 paid by one investor, John Kull,
on September 23, 1997 the Company sold (i) the $750,000 principal amount
Limited Recourse Note, (ii) 7,000,000 shares of common stock and (iii)
Class E common stock purchase warrants to purchase an additional
6,000,000 shares of common stock exercisable at $0.25 per share expiring
on September 30, 2002 (the "Class E Warrants").
(C) For the cash purchase price of $100,000 paid by Christina G. Etchison
and Donald P. Etchison, on September 30, 1997 the Company sold (i)
1,000,000 shares of common stock and (ii) Class F common stock purchase
warrants to purchase an additional 500,000 shares of common stock
exercisable at $0.25 per share expiring on September 30, 2002 (the
"Class F Warrants").
The Limited Recourse Note is payable by the Company only from the first
$750,000 in proceeds received from the exercise of Class E and Class F common
stock purchase warrants included in these offerings or any other common stock
purchase warrants of the Company that were outstanding at September 30, 1997.
The Company has the following common stock purchase warrants issued and
outstanding at September 30, 1997 (including the Class E and Class F Warrants
sold in September 1997) and its obligations under the Limited Recourse Note is
limited to proceeds, if any, received from the exercise of such warrants:
Common Stock Exercise Price
Designation of Class Subject to Warrants Per Share Expiration Date
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Class C warrants 112,350 shares $0.01 per share 12/15/2000
Class D warrants 410,000 shares $0.25 per share 12/31/2001
Class E Warrants 6,000,000 shares $0.25 per share 9/30/2002
Class F Warrants 500,000 shares $0.25 per share 9/30/2002
Each of the Class E Warrants and Class F Warrants sold by the Company in
September 1997 contain provisions for adjustment of the warrant exercise
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price and number of shares subject to the warrants to prevent dilution in the
event of stock splits, stock dividends or other events affecting outstanding
shares of common stock as a class. Class E and Class R Warrants include
certain "piggy-back" registration rights under the Securities Act of 1933 (the
"Securities Act"). Should the Company file a registration statement for an
offering of its securities during the life of the Warrants on Form SB-1, SB-2,
S-1, S-2 or S-3, or any form substituted therefor, the Company is obligated to
include in such registration (unless otherwise directed by the respective
Warrant holders) all of the Class E and Class F Warrants and shares of common
stock issued or issuable upon the exercise of such Warrants. In the event
such a registration statement covers a proposed underwritten public offering
of securities for the account of the Company, and the underwriter of the
offering determines that registration of the Warrants and underlying common
shares would interfere with the offering, the Warrant holders are obligated as
a condition of registration to agree to a "lock-up" commitment that they will
not sell their securities for a period of up to six months after registration
without the prior consent of the underwriter.
All of the instruments evidencing the securities issued by the Company
in its September 1997 private placement offering bear restrictive legends
under the Securities Act, and were issued in reliance upon an exemption from
the registration requirements of the Securities Act for transactions not
involving a public offering provided by Section 4(2) of the Securities Act.
No underwriting fees or commissions were paid by the Company in connection
with these transactions.
CHANGE IN CONTROL
Due to the transactions described above, there has been a change in
control of the Company. As of September 30, 1997, and after taking into
account all securities issued by the Company subsequent to March 31, 1997 (see
Item 5 of this Report), the Company had 16,079,800 shares of its common stock
issued and outstanding. Accordingly, the 7,000,000 shares of common stock
included in the securities purchased by John Kull on September 23, 1997
represent approximately 43.5% of the currently outstanding common stock; the
500,000 shares of common stock purchased by Donna Kull represent approximately
3.1% of the outstanding common stock; the 500,000 shares of common stock
purchased by Yes Corp. represent approximately 3.1% of the outstanding common
stock; and the 1,000,000 shares of common stock included in the securities
purchased by Christina G. Etchison and Donald P. Etchison represent
approximately 6.2% of the outstanding common stock.
The Company has been advised that Donna Kull is the spouse of John Kull
and that the President of Yes Corp., Andrew Kull, is the son of John Kull.
The business address of John Kull and Donna Kull is 15 Weatherstone Way,
Smithtown, New York 11787. The business address of Yes Corp. is 175-M
Commerce Drive, Hauppauge, New York 11788. The business address of Christina
G. Etchison and Donald P. Etchison is 552 Masalo Place, Lake Mary, Florida
32746.
If John Kull were to elect to exercise all of his 6,000,000 Class F
Warrants at a total cost of $1,500,000 (i.e., $0.25 per warrant), the total
pro forma shares of common stock outstanding, assuming no other shares of
common stock were issued, would increase to 22,079,800 shares. In such event
the ownership of outstanding common stock by John Kull would increase on a pro
forma basis as of September 30, 1997 to 13,000,000 shares, or approximately
58.9% of the shares outstanding on a pro forma basis, and the aggregate
ownership of outstanding common stock by John Kull, Donna Kull and Yes Corp.
would increase on a pro forma basis as of September 30, 1997 to 14,000,000
shares, or approximately 63.4% of the shares outstanding on a pro forma basis.
Due to the terms of the Limited Recourse Note described above, the Company
would be obligated to pay the first $750,000 in proceeds realized
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from the exercise of Class F Warrants by John Kull to repayment of the Limited
Recourse Note obligation (except to the extent the Limited Recourse Note had
been paid from proceeds of other warrants exercised, if any).
If Christina G. Etchison and Donald P. Etchison were to elect to
exercise all of their 500,000 Class E Warrants at a total cost of $125,000
(i.e., $0.25 per warrant), the pro forma total shares of common stock
outstanding, assuming no other shares of common stock were issued, would
increase to 16,579,800 shares and their ownership of the outstanding common
stock would increase on a pro forma basis as of September 30, 1997 to
1,500,000 shares, or approximately 9.0% of the shares outstanding on a pro
forma basis.
There are no arrangements or understandings among John Kull, Donna Kull,
Yes Corp. or Christina G. Etchison and Donald P. Etchison, on the one hand,
and either the Company or members of the Company's management, on the other
hand, with respect to the election of the Company's directors or other
matters. In view of the number of shares owned by John Kull and represented
by Class F Warrants owned by John Kull, Mr. Kull has the power to control the
election of directors and other matters that may be presented to shareholders
for a vote by outstanding shares of common stock.
ITEM 5. OTHER EVENTS.
SUMMARY OF SECURITIES ISSUED FROM APRIL 1, 1997 THROUGH SEPTEMBER 30, 1997
The following table summarizes equity securities of the Company that
were issued and outstanding at March 31, 1997 and September 30, 1997,
respectively:
Number of Shares or Warrants Outstanding
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Changes
Outstanding During Outstanding
at the Period at
Class or Series March 31, 1997 (NOTE 1) Sept 30, 1997
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Series A Redeemable Preferred
stock, no par value,
liquidation preference
$11.00 per share (NOTE 2) .... 12,613 -0- 12,613
10% Series B Convertible
Preferred stock, no par
value, liquidation
preference $5.00 per
share (NOTE 3) ............... 6,000 (4,000) 2,000
Common stock, no par value ...... 5,729,837 10,349,963 16,079,800
Common Stock Purchase Warrants:
Class A warrants (NOTE 4) .... 2,000,000 (2,000,000) -0-
Class B warrants (NOTE 5) .... 1,000,000 (1,000,000) -0-
Class C warrants (NOTE 6) .... 112,350 -0- 112,350
Class D warrants (NOTE 7) .... 410,000 -0- 410,000
Class E warrants (NOTE 8) .... -0- 6,000,000 6,000,000
Class F warrants (NOTE 9) .... -0- 500,000 500,000
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(1) In addition to the changes shown in the table, during the period the
Company issued common stock purchase warrants to purchase up to 252,500
shares of its common stock exercisable at $0.01 per share expiring on
December 31, 2001. All of such warrants were exercised during the
period covered by the table.
(2) Holders of Series A redeemable preferred stock are entitled to be paid
the full liquidation preference of their shares prior to payment of any
dividends to holders of common stock. Additionally, holders of Series A
redeemable preferred stock have the option of converting such shares
into common stock at the rate of five shares of common stock for each
share of Series A redeemable preferred stock at any time after June 4,
1998. Under mandatory redemption provisions, the Company is required to
redeem the Series A redeemable preferred stock, based on earnings,
during the period June 30, 1994 through June 30, 1998. The number of
shares required to be redeemed in any one year is equal to 50% of the
Company's net income after taxes, less all debt service payments to
certain senior classes of debt holders, divided by a redemption price of
$11 per share. To date, the Company has not incurred any obligation to
redeem Series A redeemable preferred stock since it has incurred net
losses in each year since the Series A redeemable preferred stock was
issued.
(3) Holders of 10% Series B convertible preferred stock are entitled to be
paid cumulative dividends at the rate of $0.50 per share per annum prior
to payment of any dividends to holders of common stock. Holders of
Series B convertible preferred stock have the option, at any time prior
to redemption, of converting such shares into common stock at the rate
of ten shares of common stock for each share of Series B convertible
preferred stock. The Company has no mandatory redemption obligations as
to Series B preferred shares and may call the same for redemption, at
the Company's option, at $5.00 per share plus any accrued and unpaid
dividends. To date, the Company has not declared any dividends on
Series B preferred stock.
(4) Class A Warrants were exercisable at a price of $0.25 per share of
common stock until expiration on September 7, 2000. As noted below, all
Class A warrants have been surrendered for cancellation by the Company.
(5) Class B Warrants were exercisable at a price of $0.10 per share of
common stock until expiration on September 7, 2000. As noted below, all
Class B warrants have been surrendered for cancellation by the Company.
(6) Class C Warrants are exercisable at a price of $0.01 per share of common
stock until expiration on December 15, 2000.
(7) Class D Warrants are exercisable at a price of $0.25 per share of common
stock until expiration on December 31, 2001.
(8) Class E Warrants are exercisable at a price of $0.25 per share of common
stock until expiration on September 30, 2002.
(9) Class F Warrants are exercisable at a price of $0.25 per share of common
stock until expiration on September 30, 2002.
The transactions that occurred during the period from April 1, 1997
through September 30, 1997 that resulted in the changes summarized in the
above table are as follows:
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ISSUANCE OF 838,200 SHARES OF COMMON STOCK
PURSUANT TO STOCK AWARD PLANS
In April 1997, the Company's Board of Directors adopted the Company's
1997 Stock Award Plan ("Award Plan I") covering up to 500,000 shares of the
Company's common stock. Under Award Plan I, the Board of Directors is
authorized to grant shares of the Company's common stock to selected officers,
directors, employees and consultants who satisfy the definition of "employee"
for purposes of an "employee benefit plan" as those terms are defined in Rule
405 under the Securities Act of 1933. The shares subject to Award Plan I were
registered under the Securities Act of 1933 pursuant to a Registration
Statement on Form S-8, Commission File number 333-25985, filed by the Company
on April 25, 1997. The effective date of Award Plan I was April 1, 1997.
Award Plan I will remain in effect until December 31, 2000 or until all
500,000 shares subject to that Plan have been awarded, whichever first occurs.
In August 1997, the Company's Board of Directors adopted the Company's
1997-II Stock Award Plan ("Award Plan II") covering up to 500,000 shares of
the Company's common stock. Under Award Plan II, the Board of Directors is
authorized to grant shares of the Company's common stock to selected officers,
directors, employees and consultants who satisfy the definition of "employee"
for purposes of an "employee benefit plan" as those terms are defined in Rule
405 under the Securities Act of 1933. The shares subject to Award Plan II
were registered under the Securities Act of 1933 pursuant to a Registration
Statement on Form S-8, Commission File number 333-33959, filed by the Company
on August 19, 1997. The effective date of Award Plan II was August 18, 1997.
Award Plan II will remain in effect until December 31, 2000 or until all
500,000 shares subject to that Plan have been awarded, whichever first occurs.
During the period from April 1, 1997 through September 30, 1997, the
Company issued 490,000 shares of common stock to officers, directors,
employees and consultants under Award Plan I and 348,200 shares of common
stock to officers, directors, employees and consultants under Award Plan II,
as follows:
Dollar
Date of Number of Valuation
Stock Issuance Common Shares Type of Services Compensated of Award
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AWARD PLAN I:
April 29, 1997 40,000 Management consulting services $ 8,000
April 29, 1997 20,000 Legal services 10,000
April 29, 1997 10,000 Legal services 5,710
April 29, 1997 10,000 Employee quality control manager 2,000
April 29, 1997 20,000 Legal services 10,000
April 29, 1997 300,000 Management consulting services 150,000
June 24, 1997 20,000 Legal services 10,000
June 10, 1997 10,000 Services of officer (NOTE A) 5,000
June 10, 1997 50,000 Services of former officer (NOTE B) 25,000
July 7, 1997 10,000 Sales representation services 2,000
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Totals 490,000 $ 227,710
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AWARD PLAN II:
August 15, 1997 80,000 Management consulting services $ 50,000
August 18, 1997 4,000 Insurance agent services 2,000
August 28, 1997 25,000 Public relations services 12,000
Sept 5, 1997 12,600 Product pricing services 6,300
Sept 22, 1997 5,000 Employee bonus compensation 2,500
Sept 22, 1997 200,000 Public relations services 50,000
Sept 25, 1997 21,600 Management consulting services 10,000
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Totals 348,200 $ 132,800
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(A) Such shares were issued to Daryl Silversparre, an officer and director
of the Company, in consideration of his services as an officer of the
Company for the period from January 1, 1997 through June 30, 1997.
(B) Such shares were issued to Ronald H. Cole, a former officer and director
of the Company. In connection with this transaction, Mr. Cole
surrendered 1,000,000 Class A common stock purchase warrants of the
Company for cancellation. See "Cancellation of 2,000,000 Class A
Warrants, 1,000,000 Class B Warrants and Issuance of 252,500 Restricted
Shares of Common Stock" below.
ISSUANCE OF 40,000 SHARES OF COMMON STOCK UPON EXERCISE OF CONVERSION
RIGHTS AS TO 4,000 SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK
The Company has outstanding shares of its 10% Series B convertible
preferred stock (see NOTE 3 to the above table summarizing changes in
outstanding shares during the period from April 1, 1997 through September 30,
1997). Holders of Series B convertible preferred stock have the option, at
any time prior to redemption, of converting such shares into common stock at
the rate of ten shares of common stock for each share of Series B convertible
preferred stock.
During May and June, 1997, the Company issued 40,000 shares of common
stock upon the exercise of conversion rights by two holders of an aggregate
4,000 shares of Series B Convertible Preferred stock. The 40,000 shares of
common stock issued by the Company were released of resale restrictions under
the Securities Act in reliance upon Rule 144 promulgated under the Securities
Act.
CANCELLATION OF 2,000,000 CLASS A WARRANTS, 1,000,000 CLASS B WARRANTS
AND ISSUANCE OF 252,500 RESTRICTED SHARES OF COMMON STOCK
As noted in the Company's prior filings with the Securities and Exchange
Commission, the Company had outstanding an issue of Class A common stock
purchase warrants exercisable at a price of $0.25 per share expiring on
September 7, 2000 and an issue of Class B common stock purchase warrants
("Class B Warrants") exercisable at a price of $0.10 per share expiring on
September 7, 2000.
The Company previously reported in its Report on Form 10-QSB for the
quarter ended March 31, 1997 that the President of the Company, David J.
Lopes, agreed on March 17, 1997 to surrender for cancellation 500,000 Class A
Warrants as a contribution to the capital of the Company.
The Company's Report on Form 10-QSB for the quarter ended March 31, 1997
further noted that (i) Ronald H. Cole, a former officer and director of the
Company, agreed on March 19, 1997 to surrender for cancellation 1,000,000
Class A Warrants in exchange for the issuance by the Company of 50,000 shares
of the Company's common stock and the transfer to Mr. Cole of all of the
Company's rights to the trademark "Channel Soft", the Internet World Wide Web
URL address "channelsoft.com" and any software previously developed by the
Company for use with the Channel Soft tradename; and (ii) Daryl Silversparre,
an officer and director of the Company, agreed on March 19, 1997 to surrender
for cancellation 500,000 Class A Warrants and 1,000,000 Class B Warrants in
exchange for the issuance by the Company of 250,000 shares of the Company's
common stock.
The previously reported agreement with Ronald H. Cole was amended,
effective as of June 10, 1997, to provide that the Company would issue 50,000
shares of common stock to Mr. Cole under the Company's Award Plan I (described
above) as compensation for his services as a former officer and director. In
consideration of that stock issuance and the transfer to Mr. Cole of all of
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the Company's rights to the trademark "Channel Soft", the Internet World Wide
Web URL address "channelsoft.com" and any software previously developed by the
Company for use with the Channel Soft tradename, Mr. Cole surrendered for
cancellation 1,000,000 Class A Warrants.
The previously reported agreement with Daryl Silversparre was amended,
effective July 15, 1997, to provide that Mr. Silversparre would surrender for
cancellation 500,000 Class A Warrants and 1,000,000 Class B Warrants in
exchange for the issuance by the Company to Mr. Silversparre of common stock
purchase warrants covering 252,500 shares of the Company's common stock
exercisable at $0.01 per share and expiring on December 31, 2001. In
consideration of that amended agreement, Mr. Silversparre surrendered for
cancellation 500,000 Class A Warrants and 1,000,000 Class B Warrants. On July
15, 1997, Mr. Silversparre elected to exercise all of the $0.01 common stock
purchase warrants and paid the Company the applicable cash exercise price of
$2,525. The Company then issued 252,500 shares of its common stock to Mr.
Silversparre pursuant to the exercise of such warrants issued under the terms
of the amended agreement. The certificates evidencing the 252,500 shares of
common stock issued by the Company bear a restrictive legend under the
Securities Act, and were issued in reliance upon an exemption from the
registration requirements of the Securities Act for transactions not involving
a public offering provided by Section 4(2) of the Securities Act.
No underwriting fees or commissions were paid by the Company in
connection with the transactions involving Messrs. Lopes, Cole and
Silversparre.
ISSUANCE OF 219,263 RESTRICTED SHARES OF COMMON STOCK IN VARIOUS
PRIVATE PLACEMENT TRANSACTIONS
During the period from June through September 1997, the Company issued
and sold a total of 219,263 shares of its common stock in the following
private placement transactions:
A) A total of 40,000 shares were issued at a valuation of $10,000 ($0.25
per share) on June 9, 1997 to Gerald J. Werre, Dolores R. Werre, Diana
R. Clegg and Jack Werre, as tenants in common, in consideration of a
$60,000 short-term loan due on June 24, 1997 extended to the Company by
Gerald J. Werre and in payment of interest on the loan. The principal
amount of the loan was paid in full by a cash payment in October 1997.
B) 50,000 shares were issued at a valuation of $20,000 ($0.40 per share) on
June 9, 1997 for sales representation services over a period of one year
to be rendered by a consultant to the Company.
C) 100,000 shares were issued at a valuation of $10,000 ($0.40 per share)
on June 24, 1997 in satisfaction of financial consulting services to be
provided to the Company by Trinity Funding.
D) 4,263 shares were issued at a valuation of $2,002 ($0.47 per share) on
July 11, 1997 in payment of an accrued liability in that amount due to a
temporary staffing agency.
E) 25,000 shares were issued on September 3, 1997 upon the conversion into
common stock of a total of $10,000 in secured loans extended to the
Company by two individuals on September 1, 1997. Each of these loans
was for $5,000 maturing on September 1, 1998, was to bear interest at
the rate of 1.5% per month, and was secured by the accounts receivable
of the Company. The Company's obligations under these loans was fully
discharged by the conversion of the loans into common stock.
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All of the certificates representing 219,263 shares of common stock
described above bear restrictive legends under the Securities Act, and were
issued in reliance upon an exemption from the registration requirements of the
Securities Act for transactions not involving a public offering provided by
Section 4(2) of the Securities Act. No underwriting fees or commissions were
paid by the Company in connection with these transactions.
ISSUANCE OF 9,000,000 RESTRICTED SHARES OF COMMON STOCK, $750,000
LIMITED RECOURSE NOTE, 6,000,000 CLASS E WARRANTS AND 500,000 CLASS F
WARRANTS IN SEPTEMBER 1997 PRIVATE PLACEMENT TRANSACTION
Reference is made to the discussion in Item 1 of this Report under the
caption "Private Placement of Securities in September 1997".
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS:
The following exhibits are filed with this Report:
** Designates exhibits incorporated by reference to prior filings with the
Securities and Exchange Commission.
Exhibit
Number Description
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10.25.1 Subscription Agreement for the sale by Registrant of 1,000,000
shares of Common Stock and 500,000 Class F Common Stock
Purchase Warrants for $100,000 to Christina G. Etchison and
Donald P. Etchison.
10.25.2 Form of Registrant's Class F Common Stock Purchase Warrants
covering 500,000 shares of common stock exercisable at $0.25
per share expiring on September 30, 2002.
10.26.1 Subscription Agreement for sale by Registrant of $750,000
Limited Recourse Promissory Note, 7,000,000 shares of Common
Stock and 6,000,000 Class E Common Stock Purchase Warrants for
$750,000 to John Kull.
10.26.2 Form of Registrant's Limited Recourse Promissory Note in the
principal amount of $750,000.
10.26.3 Form of Registrant's Class E Common Stock Purchase Warrants
covering 6,000,000 shares of common stock exercisable at $0.25
per share expiring on September 30, 2002.
10.27.1 Subscription Agreement for the sale by Registrant of 500,000
shares of Common Stock for $25,000 to Donna Kull.
10.27.2 Subscription Agreement for the sale by Registrant of 500,000
shares of Common Stock for $25,000 to Yes Corp.
** 10.28 Registrant's 1997 Stock Award Plan (incorporated by reference
to Exhibit 4.1 filed on April 25, 1997 with the Registrant's
Registration Statement on Form S-8, Commission File number
333-25985).
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** 10.29 Registrant's 1997-II Stock Award Plan (incorporated by
reference to Exhibit 4.1 filed on August 19, 1997 with the
Registrant's Registration Statement on Form S-8, Commission
File number 333-33959).
10.30.1 Agreement dated July 15, 1997 to Tender 1,000,000 Class B
Common Stock Purchase Warrants and 500,000 Class A Warrants In
Exchange for 252,500 Common Stock Purchase Warrants at $0.01
Per Share between the Registrant and Daryl Silversparre.
10.30.2 Form of $0.01 Common Stock Purchase Warrants issued by the
Registrant to Daryl Silversparre and exercised on July 15,
1997.
10.31 Promissory Note dated April 1, 1997 issued in the principal
amount of $60,000 by Registrant to Jerry Werre.
10.32 Promissory Note dated September 1, 1997 issued in the
principal amount of $5,000 by Registrant to Roger Rengler and
converted into 12,500 shares of Registrant's common stock.
10.33 Promissory Note dated September 1, 1997 issued in the
principal amount of $5,000 by Registrant to Sharon Ellis and
converted into 12,500 shares of Registrant's common stock.
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.
Date: October 17, 1997
THE QUARTZ GROUP, INC.
(Registrant)
By: /s/ David J. Lopes
-----------------------------
David J. Lopes, President
Chief Executive Officer,
Chief Financial Officer
and Chief Accounting Officer
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