UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 1997
Commission File Number: 0-18201
EQUIVEST FINANCE, INC.
(Exact name of Registrant as specified in its charter)
Florida 59-2346270
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
2 CLINTON SQUARE, SYRACUSE, NEW YORK 13202
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (315) 422-9088
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the Company (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 Company
was required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes No
As of August 31, 1997, 9,484,847 shares of common stock of Equivest Finance,
Inc. were outstanding.
EQUIVEST FINANCE, INC. AND SUBSIDIARIES
FORM 10-QSB
QUARTER ENDED MARCH 31, 1997
INDEX
PART I FINANCIAL STATEMENTS PAGE
Item 1. Financial Statements 3
Consolidated Financial Information:
Consolidated Balance Sheets - March 31, 1997 3
(unaudited) and December 31, 1996
Unaudited Consolidated Income Statements - Three 4
Months Ended March 31, 1997 and 1996
Unaudited Consolidated Statement of Equity 5
Accounts
Unaudited Consolidated Statements of Cash Flows - 6
Three Months Ended March 31, 1997 and 1996
Notes to Interim Consolidated Financial 7
Information
Item 2. Management's Discussion and Analysis of Financial 9
Condition and Results of Operations
PART II OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
PART I - FINANCIAL STATEMENTS
Item 1. Financial Statements
EQUIVEST FINANCE, INC. and SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Unaudited) December 31,
ASSETS March 31, 1997 1996
Cash $ 9,159,591 $ 4,037,201
Receivables:
Accounts receivable 5,566,382 6,234,491
Notes and advance receivable 84,133,092 90,307,500
Less allowance for doubtful receivables (1,979,182) (1,979,182)
87,720,292 94,562,809
Accounts receivable - related parties 1,197,317 671,411
Notes receivable - related party 7,368,691 7,537,968
Total Receivables 96,286,300 102,772,188
Deferred financing costs, net 4,120,997 3,859,554
Cash - restricted 1,124,051 1,128,773
Accrued interest receivable 295,996 425,471
Deferred taxes 824,536 824,536
Other Assets 211,511 156,084
$112,022,982 $113,203,807
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
Accounts Payable and Other Liabilities:
Accounts payable $ 341,991 $ 715,698
Accounts payable - related parties 600,393 680,842
Accrued expenses and other liabilities 1,181,849 994,788
Total Accounts Payable and Other Liabilities 2,124,233 2,391,328
Notes payable 80,822,315 82,942,196
Notes payable - related parties 24,284,421 23,803,257
107,230,969 109,136,781
12.5% REDEEMABLE CONVERTIBLE PREFERRED STOCK
$3 par value; 1,000,000 shares authorized, 9,915 shares issued 29,745 29,745
and outstanding
PREFERRED AND COMMON STOCK AND OTHER CAPITAL
Cumulative Redeemable Preferred Stock--Series 2 Class A,
$3 par value; 15,000 shares authorized, 10,000 shares 30,000 30,000
issued and outstanding
Cumulative Convertible Preferred Stock--Series 2, $3 par value; 9,000 9.000
value; 3,000 shares authorized, issued and outstanding
Common Stock, $.05 par value; 10,000,000 shares authorized, 474,243 474,243
9,484,847 shares issued and outstanding
Additional paid-in capital 6,330,956 6,330,956
Retained earnings (deficit) (2,081,931) (2,806,918)
4,762,268 4,037,281
$ 112,022,982 $ 113,203,807
EQUIVEST FINANCE, INC. AND SUBSIDIARIES
(UNAUDITED)
CONSOLIDATED STATEMENT OF INCOME
3 Months Ended March 31,
1997 1996
Revenues:
Interest $ 3,677,103 $ 2,941,866
Gain on Sales of Contracts 29,689 187,396
Other Income 10,236 515,195
3,717,028 3,644,457
Costs and Expenses:
Provision for doubtful receivables - 15,822
Interest 2,164,099 1,974,301
Debt related costs including amortization of financing costs 252,198 253,973
Selling, general and administrative 491,744 1,123,947
2,908,041 3,368,043
Income Before Provision for Taxes 808,987 276,414
Provision for Income Taxes
Current 84,000 17,000
Deferred -0- 20,000
Total Provision for Taxes 84,000 37,000
Net Income $ 724,987 $ 239,414
Earnings Per Common Share
Weighted average shares outstanding 9,512,708 9,512,708
Fully diluted average shares outstanding 17,012,708 17,012,708
Net income $ 724,987 $ 178,414
Preferred stock dividend requirement ( 172,430) ( 74,263)
Net income after preferred stock dividends $ 552,557 $ 104,151
Primary earnings per share $ 0.06 $ 0.01
Fully diluted earnings per share $ 0.03 $ 0.01
EQUIVEST FINANCE, INC. AND SUBSIDIARIES
(UNAUDITED)
CONSOLIDATED STATEMENT OF EQUITY ACCOUNTS
Redeemable
Preferred Convertible
Additional Stock- Preferred Retained
Common Stock Paid in Series 2 Stock-- Earnings
Total Shares Amount Capital Class A Series 2 (Deficit)
Balances at December $4,037,281 9,484,847 $ 474,243 6,330,956 $ 30,000 $ 9,000 $ (2,806,918)
31, 1996
Issue Preferred
Stock--Series 2
Net Income 724,987 724,987
Balances at March $ 4,762,268 9,484,847 $ 474,243 $ 6,330,956 $ 30,000 $ 9,000 $ (2,081,931)
31, 1997
EQUIVEST FINANCE, INC. AND SUBSIDIARIES
(UNAUDITED)
CONSOLIDATED STATEMENTS OF CASH FLOW
3 Months Ended March 31,
1997 1996
CASH FLOWS USED IN OPERATING ACTIVITIES
Net Income $ 724,987 $ 239,414
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation and amortization 238,687 84,833
Provision for doubtful receivables -0- 15,822
Provision for deferred taxes -0- 20,000
Gains on sales of contracts (29,689) (187,396)
Changes in assets and liabilities:
(Increase) decrease in other assets (311,667) 102,898
Increase in accounts receivable - related parties (527,555) (684,359)
(Increase) decrease in restricted cash 4,722 (1,070,229)
Decrease in accounts payable, cash overdraft and accrued
expenses (227,410) (2,286,408)
Decrease in accounts payable--related parties (80,449) 261,618
NET CASH USED IN OPERATING ACTIVITIES (208,374) (3,503,807)
CASH FLOWS USED IN INVESTING ACTIVITIES
(Increase) decrease in receivables, net 6,800,205 (3,919,227)
NET CASH PROVIDED BY (USED IN) INVESTING 6,800,205 (3,919,227)
ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on loans payable--related party
-0- (4,766,814)
Payments on notes receivable - related party 169,277 (2,167,175)
Proceeds on loans payable - related party 481,164 -0-
Proceeds from recourse notes payable
3,290,097 18,522,735
Payments on recourse notes payable (5,372,640) (7,337,027)
Proceeds from non-recourse notes payable
5,691,156 3,025,913
Payments on non-recourse notes payable
(5,728,495) (390,284)
NET CASH PROVIDED BY FINANCING ACTIVITIES (1,469,441) 6,887,348
INCREASE (DECREASE) IN CASH
5,122,390 (535,686)
Cash at beginning of period 4,037,201 1,302,934
CASH AT END OF PERIOD $ 9,159,591 $ 767,248
EQUIVEST FINANCE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A. Basis of Presentation
The accompanying consolidated interim financial statements as of March
31, 1997 and for the three-month period ended March 31, 1997 have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Rule 10-01
of Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal accruals) considered necessary for a fair presentation
have been included. Operating results for the three-month period ended March
31, 1997, are not necessarily indicative of the results expected for the year
ended December 31, 1997. For further information, please refer to the
consolidated financial statements and footnotes thereto included in Equivest
Finance, Inc.'s (the "Company") Form 10-KSB for the period ended December 31,
1996.
The accompanying consolidated financial statements include the
accounts of the Company and its subsidiaries, Equivest Capital Funding, Inc.,
and Resort Funding, Inc. ("Resort Funding") and its subsidiary, BFICP
Corporation. All significant intercompany balances and transactions have been
eliminated in consolidation.
The preparation of these 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
disclosures of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and costs and expenses during
the reporting period. Actual results could differ from the Company's
estimates.
The Company recognizes interest income on consumer financing contracts
using the interest method over the term of the contract. It recognizes
interest income on outstanding resort acquisition and development loans when
earned, based on the terms of the loan agreements. The accrual of interest on
an impaired loan is discontinued when accrued and unpaid interest, together
with the loan principal outstanding, exceeds the loan's projected cash flow or
the loan's net collateral value.
Gains on sales of contracts result from periodic non-recourse sales of
consumer receivables. A gain is recorded to the extent the net proceeds exceed
the net investment in the consumer receivables sold.
Other income primarily represents fees, which are recognized as income
when Resort Funding performs the related service. These services include
billing services for developers, servicing of accounts receivable sold under
its financing facility (discontinued after April 1996), and loan commitment,
chargeback and collection fees to resort developers.
Receivables have been reduced by an allowance for doubtful
receivables. The allowance is an amount which management believes will be
adequate to absorb possible losses on existing receivables. The evaluation
incorporates past loss experience, known and inherent risks in the portfolio,
adverse conditions that may affect the borrower's ability to repay, the
estimated value of underlying collateral, and current economic conditions.
Receivables are charged against the allowance when management believes that
collectibility is unlikely. Because of uncertainties in the estimation process,
it is at least reasonably possible that management's estimate of loan losses
inherent in the loan portfolio and the related allowance will change in the
near term.
The Company follows Statement of Financial Accounting Standards No.
114 (SFAS 114) "Accounting by Creditors for Impairment of a Loan". Under SFAS
114, the allowance for doubtful receivables for loans identified as impaired is
specifically determined using the loan's projected discounted cash flow or its
net collateral value.
In July 1997, a Las Vegas, Nevada developer and customer of Resort
Funding filed for bankruptcy court protection. As of July 31, 1997, the
developer had outstanding indebtedness on its acquisition and development loans
of approximately $6 million, which loans are secured by first and third
mortgages on the property. This amount owed includes principal, accrued
interest, and certain other fees relating to such loans. Although the appraised
value of this property is substantially in excess of the debt owed to Resort
Funding, there can be no assurance that the bankruptcy will not affect the
amount owed to Resort Funding. A loss by Resort Funding on this loan could have
a material impact on Resort Funding's financial statements, and the Company.
As of July 31, 1997, a resort property located in Hilton Head, South
Carolina was approximately three months delinquent in payment of its
obligations to Resort Funding under an acquisition and development loan
agreement. As of July 31, 1997, Resort Funding was owed approximately
$140,000.00 by the developer in overdue payments. There can be no assurance
that the resort will bring its obligation current in the future. The balance
owed to Resort Funding under such acquisition and development loan as of July
31, 1997 was approximately $3.6 million. There can be no assurance Resort
Funding will receive principal payments relating to this obligation in the
short term, or that it will not incur a loss on this loan. Pursuant to certain
of its lending arrangements, Resort Funding previously assigned its rights
under the referenced acquisition and development loan as collateral to
several banks; approximately $950,000 of the loans from these banks relating to
this collateral are non-recourse to Resort Funding.
Deferred financing costs represent unamortized expenses associated
with issuing certain debt and fees payable pursuant to certain bank settlement
transactions described below. Amortization of these costs is computed on a
straight-line basis over the term of the associated debt and does not differ
materially from that computed using the effective interest method.
The Company accounts for income taxes under Statement of Financial
Accounting Standards No. 109 (SFAS 109). SFAS 109 is an asset and liability
approach to accounting for deferred income taxes. This method requires the
recognition of deferred tax assets and liabilities for the expected future tax
consequences of events that have been recognized in the Company's financial
statements or tax returns. In estimating future tax consequences, the Company
generally considers all expected future events other than enactments of changes
in tax laws or rates. A valuation allowance reduces deferred tax assets when
it is more likely than not that some portion or all of the deferred tax assets
will not be realized.
Primary earnings per common share is computed by dividing net income,
less the preferred stock dividend requirements, by the weighted average number
of common shares and, as appropriate, common stock equivalents outstanding for
the period. Fully diluted earnings per common share assumes conversion of
convertible preferred stock, elimination of the related preferred stock
dividend requirements and the issuance of common stock for all other
potentially dilutive equivalents outstanding.
The Financial Accounting Standards Board issued several new
pronouncements which became effective during 1997. "Accounting for Transfers
and Servicing of Financial Assets and Extinguishment of Liabilities" (SFAS 125)
applies to transfers of assets after December 31, 1996. SFAS 125 provides
accounting and reporting standards for transfers and servicing of financial
assets and extinguishments of liabilities. Those standards are based on
consistent application of a financial components approach that focuses on
control. Under that approach, after a transfer of financial assets, an entity
recognizes the financial and servicing assets it controls and the liabilities
it has incurred, derecognizes financial assets when control has been
surrendered, and derecognizes liabilities when extinguished. SFAS 125 provides
consistent standards for distinguishing transfers of financial assets that are
sales from transfers that are secured borrowings.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The Company discontinued its operations as an insurance premium financing
company during 1995. Therefore, the following presentation and discussion
relates to Resort Funding and its operations.
Results of Operations
Revenues increased 2.0% to $3,717,000 for the three months ended March 31,
1997, from $3,644,500 for the same period in 1996. The increase was due
primarily to an increase in interest income as a result of portfolio growth.
This increase was partially offset by a one-time special origination fee
received in the first quarter of 1996, half of which was discounted in the
first quarter of 1997 when the asset was sold. Decreases in origination fees,
service income and gains on the sale of consumer contracts also had an impact
on the overall increase in revenues. Income before income taxes increased
192.6% to $809,000 for the three months ended March 31, 1997, from $276,400 for
the same period in 1996. The increase was due primarily to an increase in
interest income as a result of growth in portfolios being held for investment
and decreased expenses resulting from the discontinuance of fees paid to an
affiliate of the Company and discontinued operations from the Company. Higher
levels of borrowings and an increase in the interest rate on Resort Funding's
primary lending facility also negatively impacted the first quarter 1997
earnings. Resort Funding's income before income taxes increased 73.0% to
$857,300 for the three months ended March 31, 1997 compared to $495,400 for the
same period in 1996.
Interest Income
Interest on loans increased 25.0% to $3,677,100 for the three months ended
March 31, 1997, from $2,941,900 for the same period in 1996, primarily due to
the growth in portfolio held for investment, as well as higher cash balances.
Interest on consumer notes increased 31.8% to $2,391,400 for the three months
ended March 31, 1997 from $1,814,200 for the same period in 1996, as a result
of growth in the portfolio held for investment. The growth in interest income
on consumer notes was augmented by $190,000 in interest income on notes
receivable from a related party, which notes did not exist in the same period a
year earlier. This increase in interest income more than offset a decrease of
11.8% or $132,000 in interest received on acquisition and development loans to
developers, due to lower than average balances outstanding compared to the same
period in 1996.
Gain on Sale of Contracts
Interest revenue was partially offset by a decrease of 84.2% on gains on the
sale of consumer contracts, to $29,700 for the three months ended March 31,
1997 from $187,400 for the same period in 1996. This decrease was caused by a
prohibition by Resort Funding's primary lender, ING (U.S.) Capital Markets,
Inc. ("ING"), on sales of loans using ING's commercial paper facility after
March 31, 1996.
Other Income
Other income decreased by 98% to $10,200 for the three months ended March 31,
1997, from $515,200 for the same period in 1996. This decrease was primarily
due to a one-time special origination fee received in the first quarter of
1996, half of which was discounted in the first quarter of 1997 when the asset
was sold. The decrease also resulted in part from a decrease in origination
fees and service fee income.
Provision for Doubtful Accounts
The provision for doubtful receivables decreased to $0 for the three months
ended March 31, 1997, from $15,800 for the same period in 1996, as a result of
slightly decreased levels of outstanding receivables.
Interest Expense
Interest expense increased 9.6% to $2,164,100 for the three months ended March
31, 1997, from $1,974,300 for the same period in 1996, primarily due to higher
levels of borrowing (caused by ING's prohibition on the sales of the loans by
Resort Funding) and an increase in the interest rate charged on the ING
facility. The interest expense on the ING facility increased 99.8% to $883,100
for the first quarter of 1997 from $442,000 for the first quarter of 1996.
Interest expense on other bank notes decreased 17.5% to $729,900 for the three
months ended March 31, 1997, from $885,200 for the same period in 1996, due to
a decrease in interest rates. The average interest rates on other bank notes
decreased to 7.0% for the first quarter of 1997, from 10.3% for the same period
in 1996. The decrease in interest rates is entirely due to the addition of
certain loans relating to the settlement of the claims made by several lenders
(the "Banks") in the bankruptcy case of Bennett Funding Group, Inc. ("BFG") and
its affiliate, Aloha Capital Corporation (collectively, the "Debtors"), arising
out of lease-financing agreements pursuant to which the Banks made loans to the
Debtors. The settlements, which were approved by the United States Bankruptcy
Court for the Northern District of New York (the "Bankruptcy Court"), required
the Banks to make new term loans to Resort Funding at favorable 1/2 to 4%
interest rates (the "Settlement Loans"), ranging in term from 30 to 120 months,
with an average duration of 70 months. Additional such settlements have been
entered into from time to time with a total amount through August 31, 1997,
of approximately $22,500,000. The weighted average interest rate on the
Settlement Loans is 2% compared with a rate as of June 30, 1997 of 10.5% on the
ING facility. The beneficial effect of the extremely low interest rates of the
Settlement Loans is partially offset by a 3% per annum arrangement fee paid by
Resort Funding to BFG, which fee is accounted for as a cost of debt issuance.
Selling, General and Administrative
Selling, General and Administrative costs decreased 51.0% to $443,400 for the
three months ended March 31, 1997, from $905,000 for the same period in 1996.
The decrease was primarily a result of the discontinued operations the Company
and the elimination of application, recording and processing fees paid to an
affiliate of the Company. The results from the Company's administrative
expenses decreased by 77.9% to $48,300 for the three months ended March 31,
1997, from $219,000 for the same period in 1996.
Debt Issue Costs and Amortization
Debt issue costs and amortization decreased 0.7% to $252,200 for the three
months ended March 31, 1997, from $254,000 for the same period in 1996, as
result of a 91.9% decrease in fees associated with the ING facility. The
decrease was offset by a 181.1% increase in amortization of debt issue costs,
which was mainly attributable to a 3% per annum arrangement fee charged by the
bankrupt estate of BFG and other affiliated companies (the "Estate") relating
to the Settlement Loans. Resort Funding is obligated to pay the arrangement fee
to the Estate based on the unpaid principal balance of the new term loans.
Provision for Income Taxes
The provision for income taxes for the three months ended March 31, 1997 was a
provision of $84,000, compared to a provision of $37,000 for the same period in
1996, representing an increase of 127.0%. The current period tax benefit
results from the availability of net operating loss carryforwards which shelter
the Company's book income from federal taxes, and the adjustment of the
deferred tax asset to reflect the state component on the provision for doubtful
accounts. The current portion of the provision relates to currently payable
state income taxes. The provision for income taxes for the three months ended
March 31, 1996 also reflects utilization of the net operating loss
carryforwards (but only for the period after February 16, 1996) and the
deferred tax provision relating to the provision for doubtful accounts
depreciation.
PART I - OTHER INFORMATION
Item 1. Legal Proceedings
Bankruptcy of Affiliated Companies; Relationship to Bankruptcy
Effective February 16, 1996, the Company entered into the Agreement
and Plan of Exchange, dated as of February 16, 1996 (the "Exchange Agreement"),
among the Company, BFG and Resort Funding, pursuant to which the Company
acquired all of the common stock of Resort Funding from BFG in exchange for the
issuance to BFG of 10,000 shares of the Company's Series 2 Preferred Stock and
3,000 shares of the Company's Convertible Preferred Stock. As a result of the
Exchange Agreement and certain prior investments, BFG and an affiliate acquired
beneficial ownership of approximately 86% of the Company's voting shares.
Because of the relationships among the parties, the Company accounted for the
transaction as if it were a pooling of interest.
On March 29, 1996, subsequent to the closing of the transactions
contemplated by the Exchange Agreement, BFG, along with its affiliate Bennett
Management & Development Corp. ("BMDC"), also a principal stockholder of the
Company, filed voluntary petitions (the "Petitions") for reorganization (Case
Nos. 96-61376 and 96-61379, respectively) under Chapter 11 of the United States
Bankruptcy Code (the "Bankruptcy Code") in the Bankruptcy Court.
On April 18, 1996, the U.S. Department of Justice appointed, and the
Bankruptcy Court approved, the Hon. Richard C. Breeden as trustee in bankruptcy
(the "Trustee") for BFG and BMDC, as well as for certain other related debtors.
The Petitions were filed after (i) the SEC filed a civil complaint
(the "Civil Complaint") in the United States District Court for the Southern
District of New York (the "Court") against BFG, BMDC, certain of their
affiliates and Patrick R. Bennett, the former Chief Financial Officer of BFG
(Case No. 96 Civ. 2237 (JES)) and (ii) the United States Attorney for the
Southern District of New York filed a criminal complaint (the "Criminal
Complaint") in the Court against Patrick Bennett alleging perjury and criminal
violations of the anti-fraud provisions of the federal securities laws. The
Civil Complaint alleges numerous violations of the anti-fraud provisions of the
federal securities laws, based in part on allegations of sales of fictitious
equipment leases, fraudulent misrepresentations to investors in private
placements of debt securities and misappropriation of corporate assets. In
June 1996, the Trustee filed an adversary proceeding seeking more than $1
billion in damages from, among others, prior controlling stockholders of BFG
and its affiliates and certain of their business associates, the previous
auditing firm and others.
On June 26, 1997, a federal grand jury issued a 43-count indictment
against Patrick Bennett, his brother Michael, and two associates on charges
ranging from conspiracy to obstruction of justice. The defendants were
arraigned on July 3, 1997, and were released after posting personal
recognizance bonds.
Notwithstanding the allegations of fraudulent financial dealings at
BFG and BMDC, the Trustee has advised the Company that he has concluded, based
on his investigations to date, that the operations of Resort Funding were not
involved in the fraudulent activities detailed in the complaints described
above and in the Trustee's adversary proceeding. Moreover, the Trustee has
advised the Company that he has determined not to challenge the transactions
effected pursuant to the Exchange Agreement.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. (a) Exhibits
The following exhibits are filed herewith: None.
(b) Reports on Form 8-K
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has caused this Report to be signed on its behalf
by the undersigned, there unto duly authorized.
EQUIVEST FINANCE, INC.
BY:/s/ Thomas J. Hamel
Thomas J. Hamel, Director
Dated:September 22, 1997