United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 For the quarterly period ended March 31, 2006
Commission file number: 0-11104
NOBLE ROMAN'S, INC.
(Exact name of registrant as specified in its charter)
Indiana 35-1281154
(State or other jurisdiction (I.R.S. Employer Identification No.)
of organization)
One Virginia Avenue, Suite 800
Indianapolis, Indiana 46204
(Address of principal executive offices) (Zip Code)
(317) 634-3377
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
One):
Large Accelerated Filer Accelerated Filer Non-Accelerated Filer X
--- --- ---
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes No X
--- ---
As of May 3, 2006, there were 16,322,136 shares of Common Stock, no par value,
outstanding.
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
The following unaudited condensed consolidated financial statements are
included herein:
Condensed consolidated balance sheets as of December 31, 2005
and March 31, 2006 (unaudited) Page 3
Condensed consolidated statements of operations for the
three months ended March 31, 2005 and 2006 (unaudited) Page 4
Condensed consolidated statements of cash flows for the
three months ended March 31, 2005 and 2006 (unaudited) Page 5
Notes to condensed consolidated financial statements (unaudited) Page 6
2
Noble Roman's, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
Assets December March 31,
2005 2006
------------ ------------
Current assets:
Cash - non-restricted $ 740,940 $ 671,863
Accounts and notes receivable (net of allowances of $122,262 as of
December 31, 2005 and March 31, 2006) 1,299,942 1,164,821
Inventories 221,712 234,078
Assets held for resale 461,709 573,983
Prepaid expenses 301,661 352,184
Current portion of long-term notes receivable 173,498 176,991
Deferred tax asset - current portion 1,478,175 1,478,175
------------ ------------
Total current assets 4,677,637 4,652,095
------------ ------------
Property and equipment:
Equipment 1,150,718 1,157,425
Leasehold improvements 105,503 105,503
------------ ------------
1,256,221 1,262,928
Less accumulated depreciation and amortization 565,102 586,745
------------ ------------
Net property and equipment 691,119 676,183
------------ ------------
Deferred tax asset (net of current portion) 7,782,360 7,845,144
Other assets including long-term portion of notes receivable 2,371,774 2,347,681
------------ ------------
Total assets $ 15,522,890 $ 15,521,103
============ ============
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses $ 384,928 $ 394,711
Current portion of long-term notes payable 1,500,000 1,500,000
------------ ------------
Total current liabilities 1,884,928 1,894,711
------------ ------------
Long-term obligations:
Note payable to bank (net of current portion) 7,125,000 6,750,000
------------ ------------
Total long-term liabilities 7,125,000 6,750,000
------------ ------------
Stockholders' equity:
Common stock (25,000,000 shares authorized, 16,322,136 outstanding as
of December 31, 2005 and March 31, 2006) 21,021,632 21,021,632
Preferred stock (5,000,000 shares authorized) 1,978,800 1,978,800
Accumulated deficit (16,487,470) (16,124,040)
------------ ------------
Total stockholders' equity 6,512,962 6,876,392
------------ ------------
Total liabilities and stockholders' equity $ 15,522,890 $ 15,521,103
============ ============
See accompanying notes to condensed consolidated financial statements.
3
Noble Roman's, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
Three Months Ended March 31,
----------------------------
2005 2006
----------- -----------
Royalties and fees $ 1,781,864 $ 1,867,437
Administrative fees and other 20,633 15,186
Restaurant revenue 248,441 412,933
----------- -----------
Total revenue 2,050,937 2,295,556
Operating expenses:
Salaries and wages 278,815 274,544
Trade show expense 108,006 106,730
Travel expense 63,412 95,605
Other operating expenses 189,600 196,910
Restaurant expenses 239,101 396,000
Depreciation and amortization 18,548 20,758
General and administrative 377,919 394,805
----------- -----------
Operating income 775,536 810,204
Interest and other expense 202,246 197,226
----------- -----------
Income before income taxes 573,289 612,978
Income tax expense 194,918 208,413
----------- -----------
Net income $ 378,371 $ 404,565
Cumulative preferred dividends -- 41,135
----------- -----------
Net income available to common stockholders $ 378,371 $ 363,430
=========== ===========
Earnings per share - basic:
Net income $ .02 $ .02
Net income available to common stockholders .02 .02
Weighted average number of common shares
outstanding 17,136,884 16,322,136
Diluted earnings per share:
Net income $ .02 $ .02
Net income available to common stockholders .02 .02
Weighted average number of common shares
outstanding 17,699,086 17,295,536
See accompanying notes to condensed consolidated financial statements.
4
Noble Roman's, Inc. and Subsidiaries
Consolidated Statement of Cash Flows
(Unaudited)
Three Months Ended March 31,
----------------------------
2005 2006
--------- ---------
OPERATING ACTIVITIES
Net income $ 378,371 $ 404,565
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 26,529 37,538
Deferred income taxes 194,918 208,413
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts and notes receivable (77,249) 120,685
Inventories 11,647 (12,367)
Assets held for resale (209,460) (102,096)
Prepaid expenses (24,821) (50,523)
Other assets 801 596
Increase (decrease) in:
Accounts payable 57,485 (174,610)
--------- ---------
NET CASH PROVIDED BY OPERATING
ACTIVITIES 358,221 432,201
--------- ---------
INVESTING ACTIVITIES
Purchase of property and equipment (43,287) (6,708)
--------- ---------
NET CASH USED BY INVESTING ACTIVITIES (43,287) (6,708)
--------- ---------
FINANCING ACTIVITIES
Payment of obligations from discontinued operations (314,226) (120,521)
Payment of cumulative preferred dividends -- (41,135)
Payment of principal on outstanding debt -- (375,000)
Payment received on long-term notes receivable 44,529 42,086
--------- ---------
NET CASH USED BY FINANCING ACTIVITIES (269,698) (494,570)
--------- ---------
Increase (decrease) in cash 45,237 (69,077)
Cash at beginning of period 260,025 740,940
--------- ---------
Cash at end of period $ 305,262 $ 671,863
========= =========
Supplemental schedule of non-cash investing and financing activities
None.
Cash paid for interest $ 82,975 $ 181,838
See accompanying notes to condensed consolidated financial statements.
5
Notes to Condensed Consolidated Financial Statements (Unaudited)
- ----------------------------------------------------------------
Note 1 - The interim condensed consolidated financial statements, included
herein, are unaudited, but reflect all adjustments which are, in the opinion of
management, necessary for a fair statement of the results of operations for the
interim periods presented and the financial condition as of the dates indicated,
which adjustments are of a normal recurring nature. The results for the
three-month period ended March 31, 2006 are not necessarily indicative of the
results to be expected for the full year ending December 31, 2006.
Note 2 -Approximately $348,000 is included in the three-month period ended March
31, 2006, and approximately $189,000 for the three-month period ended March 31,
2005, for initial franchise fees. Because one of the Company's principal
strategies is to grow its business by franchising in non-traditional locations
and the number of such locations that are available for targeted growth, the
Company believes that the initial franchise fee revenue for non-traditional
locations will continue. Additionally, the Company has recently targeted
additional growth by developing traditional dual-branded locations through the
use of Area Developers. Because of this addition, the Company believes that
franchise fee revenue will be greater in the future. Most of the cost for the
services required to be performed by the Company are incurred prior to the
franchise fee income being recorded. For the most part, the Company's ongoing
royalty income is paid electronically by the Company initiating a draft on the
franchisee's account by electronic withdrawal. As such, the Company has no
material amount of past due royalties.
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Noble Roman's, Inc. and Subsidiaries
Results of Operations - Three-month period ended March 31, 2005 and 2006
Introduction
- ------------
The Company sells and services franchises for non-traditional, co-branded and
stand-alone foodservice operations under the trade names "Noble Roman's Pizza"
and "Tuscano's Italian Style Subs." Both concepts' hallmarks include high
quality products, simple operating systems, labor minimizing operations,
attractive food costs and overall affordability.
Noble Roman's Pizza
- -------------------
Superior quality that our customers can taste - that is the hallmark of Noble
Roman's Pizza. Every ingredient and process has been designed with a view to
produce superior results. Here are a few of the differences that we believe make
our product unique:
o Crust made with only specially milled flour with above average protein and
yeast.
o Fresh packed, uncondensed sauce made with secret spices, parmesan cheese
and vine-ripened tomatoes.
o 100% real cheese blended from mozzarella and muenster, with no soy
additives or extenders.
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o 100% real meat toppings, again with no additives or extenders - a real
departure from many pizza concepts.
o Vegetable and mushroom toppings that are sliced and delivered fresh, never
canned.
o An extended product line that includes breadsticks with dip, pasta, baked
sandwiches, salads, wings and a line of breakfast products.
o A recently introduced fully-prepared pizza crust that captures the
made-from-scratch pizzeria flavor which gets delivered to the franchise
location shelf-stable so that dough handling is no longer an impediment to
a consistent product.
The Company carefully developed all of its menu items to be delivered in a
ready-to-use form requiring only on-site assembly and baking. These menu items
are manufactured by third party vendors and distributed by unrelated
distributors who deliver throughout all 48 contiguous states. This process
results in products that are great tasting, quality consistent, easy to
assemble, relatively low in food cost and require very low amounts of labor.
Tuscano's Italian Style Subs
- ----------------------------
During 2004, the Company improved its cold sub sandwich menu items and expanded
the offerings into a separate concept called Tuscano's Italian Style Subs.
Tuscano's was designed to be comfortably familiar from a customer's perspective
but with many distinctive features that include an Italian themed menu. The
franchise fee and ongoing royalty for a Tuscano's is identical to that charged
for a Noble Roman's Pizza franchise. For the most part, the Company expects to
award Tuscano's franchises for the same facilities as Noble Roman's Pizza
franchises, although Tuscano's franchises are also available for locations that
do not have a Noble Roman's Pizza franchise.
With its Italian theme, Tuscano's offers a distinctive yet recognizable format.
Like most other brand name sub concepts, customers select menu items at the
start of the counter line then choose toppings and sauces according to their
preference until they reach the check out point. Yet Tuscano's has many unique
competitive features, including its Tuscan theme, the extra rich yeast content
of its fresh baked bread, the thematic menu selections and serving options, high
quality meats, and generous yet cost-effective quality sauces and spreads.
Tuscano's was designed to be premium quality, simple to operate and
cost-effective.
Franchise Development
- ---------------------
Noble Roman's has sold franchises in 44 states from coast-to-coast within the
United States. In addition, it has sold franchises for military bases in Puerto
Rico, Guam and Italy, and for entertainment facilities and convenience stores in
Canada.
The Company plans to continue its focus on awarding franchise agreements for
both Noble Roman's Pizza and Tuscano's Italian Style Subs in non-traditional
venues such as hospitals, military bases, universities, convenience stores,
attractions, entertainment facilities, casinos, airports, travel plazas, office
complexes and hotels which it has been doing the past several years. In
addition, the Company recently began offering the dual-branded concept of Noble
Roman's/Tuscano's for stand-alone traditional locations.
In order to seek more rapid growth, the Company has initiated a strategy to sell
development territories to Area Developers for the growth of its traditional
dual-branded concept. Area Developers will have the exclusive right to develop
the dual-branded traditional concept in their
7
area. The Area Development Agents will generally pay a development fee of $.05
per capita in their development area and will receive 30% of the initial
franchise fee and 2/7ths of the royalty from the locations developed pursuant to
those agreements. The Company retains all training and supervision
responsibilities and must approve all franchisees and all locations. In order to
maintain the rights to develop the territory, each Development Agent has to meet
the minimum development schedule stipulated in the Area Development Agreement.
Currently, the Company is in discussions with several potential Area Developers.
Financial Summary
- -----------------
The preparation of the consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the consolidated financial
statements and accompanying notes. Actual results may differ from those
estimates. The Company evaluates the carrying values of its assets, including
property, equipment and related costs, accounts receivable and deferred tax
asset, periodically to assess whether any impairment indications are present due
to (among other factors) recurring operating losses, significant adverse legal
developments, competition, changes in demands for the Company's products or
changes in the business climate that affect the recovery of recorded value. If
any impairment of an individual asset is evident, a charge will be provided to
reduce the carrying value to its estimated fair value.
The following table sets forth the percentage relationship to total revenue of
the listed items included in Noble Roman's consolidated statements of operations
for the three-month periods ended March 31, 2005 and 2006, respectively.
Three Months Ended March 31,
-----------------------------
2005 2006
---- ----
Royalties and fees 86.9% 81.4%
Administrative fees and other 1.0 .6
Restaurant revenue 12.1 18.0
----- -----
Total revenue 100.0 100.0
Operating expenses:
Salaries and wages 13.6 12.0
Trade show expense 5.3 4.6
Travel expense 3.1 4.1
Other operating expense 9.2 8.6
Restaurant expenses 11.7 17.3
Depreciation .9 .9
General and administrative 18.4 17.2
----- -----
Operating income 37.8 35.3
Interest expense 9.9 8.6
Income before income taxes 27.9 26.7
Income taxes 9.5 9.1
----- -----
Net income 18.4% 17.6%
===== =====
Results of Operations
- ---------------------
Total revenue increased from $2,050,937 to $2,295,556 for the three-month period
ended March 31, 2006 compared to the corresponding period in 2005. This increase
was the result of an increase in royalties and fees from the addition of new
franchises and the increase in restaurant revenue as a result of operating more
restaurants on a temporary basis. Royalties and fees increased from
approximately $1,781,864 to $1,867,437 for the three-month period ended March
31, 2006
8
compared to the corresponding period in 2005. Included in royalties and fees
were approximately $348,000 and $189,000 for initial franchise fees for the
three-month periods ended March 31, 2006 and 2005, respectively. Because one of
the Company's strategic directions is to grow its business by franchising
non-traditional locations, and because the number of such locations that are
available for targeted growth is large, the Company believes that the initial
franchise fee revenue for non-traditional locations will continue. Additionally,
the Company has recently targeted additional growth by developing traditional
dual-branded locations through the use of Area Developers. Because of this
addition, the Company believes that franchise fee revenue has the potential to
be greater in the future.
Restaurant revenues increased from $248,441 to $412,933 for the three-month
period ended March 31, 2006 compared to the corresponding period in 2005. The
Company was operating more restaurants on a temporary basis in the three-month
period ended March 31, 2006 than in the first quarter of 2005. The Company only
intends to operate one restaurant to be used for testing and demonstration
purposes but from time to time temporarily operates others until a suitable
franchisee is located. Since March 31, 2006, the Company has franchised two of
the six restaurants it was operating on March 31, 2006.
Salaries and wages decreased from 13.6% of revenue to 12.0% of revenue for the
three-month period ended March 31, 2006 compared to the corresponding period in
2005. This decrease was primarily the result of actual salaries and wages
remaining constant while the revenue increased.
Trade show expenses decreased from 5.3% of revenue to 4.6% of revenue for the
three-month period ended March 31, 2006 compared to the corresponding period in
2005. This decrease was primarily the result of actual trade show expense
remaining constant while the revenue increased. The Company anticipates the
actual dollar trade show expense to remain approximately the same for the
balance of 2006 compared to the corresponding period in 2005.
Travel expenses increased from 3.1% of revenue to 4.1% of revenue for the
three-month period ended March 31, 2006 compared to the corresponding period in
2005. This increase was primarily the result of opening more locations farther
away from the home office.
Other operating expenses decreased from 9.2% of revenue to 8.6% of revenue for
the three-month period ended March 31, 2006 compared to the corresponding period
in 2005. This decrease was primarily the result of maintaining operating
expenses at approximately the same dollar amount while the revenue increased.
The Company anticipates that other operating expenses, as a percentage of
revenue, will continue to decline as a result of anticipated additional growth
in 2006 while maintaining operating expenses at approximately the same dollar
amount.
Restaurant expenses increased from 11.7% of revenue to 17.3% of revenue for the
three month period ended March 31, 2006 compared to the corresponding period in
2005. This increase resulted primarily from the Company operating more
restaurants on a temporary basis in 2006. The Company only intends to operate
one restaurant to be used for testing and demonstration purposes but from time
to time temporarily operates others until a suitable franchisee is located.
Since March 31, 2006, the Company has franchised two of the six restaurants it
was operating on March 31, 2006.
General and administrative expenses decreased from 18.4% of revenue to 17.2% of
revenue for the three month period ended March 31, 2006 compared to the
corresponding period in 2005. This was
9
primarily the result of only a small growth in administrative expense which was
more than offset by the growth in revenue.
Operating income increased from $775,536 to $810,204 for the three-month period
ended March 31, 2006 compared to the corresponding period in 2005. This was
primarily the result of additional revenue.
Interest expense decreased from 9.9% of revenue to 8.6% of revenue for the
three-month period ended March 31, 2006 compared to the corresponding period in
2005. This was a result of a decrease in interest cost because of the reduction
in the amount of debt outstanding and an increase in revenue partially offset by
an increase in interest rate.
Net income increased from $378,371 to $404,565 for the three-month period ended
March 31, 2006 compared to the corresponding period in 2005. This increase was
primarily the result of the growth in royalty and fee income, partially offset
by the growth in travel expense.
Liquidity and Capital Resources
- -------------------------------
The Company's strategy is to grow its business by continuing to franchise in
non-traditional locations and by franchising in traditional locations primarily
through the use of Area Development Agents. This strategy does not require
significant additional capital.
As a result of the Company's strategy, cash flow generated from operations, the
Company's current rate of entering into new franchises and the anticipated
growth, the Company believes it will have sufficient cash flow to meet its
obligations and to carry out its current business plan.
On August 25, 2005, the Company obtained a new six- year term loan in the
original principal amount of $9,000,000 and with a principal balance on March
31, 2006 of $8,250,000. The note calls for monthly principal payments of
$125,000 plus interest at the rate of LIBOR plus 4% per annum adjusted on a
monthly basis. The Company's obligations under the loan are secured by the grant
of a security interest in its personal property. The Company elected to purchase
a swap contract fixing the rate on 50% of the principal balance for the first
two years and then $3 million of the principal amount for the following two
years at an annual interest rate of 8.83% per annum.
The Company does not anticipate that any of the recently issued Statement of
Financial Accounting Standards will have a material impact on the Company's
Statement of Operations or its Balance Sheet.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
The Company's current borrowings are at a monthly variable rate tied to LIBOR.
However, the Company elected to purchase a swap contract fixing the rate on 50%
of the principal balance for the first two years and then $3 million of the
principal amount for the following two years at an annual interest rate of 8.83%
per annum.
The Company has concluded that there is no material market risk exposure and,
therefore, no quantitative tabular disclosures are required.
10
ITEM 4. Controls and Procedures
Based on his evaluation as of the end of the period covered by this report, Paul
W. Mobley, the Company's Chief Executive Officer and Chief Financial Officer,
has concluded that the Company's disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended) are effective. There have been no changes in internal controls over
financial reporting during the period covered by this report that have
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings.
The Company, from time to time, is involved in various litigation relating to
claims arising out of its normal business operations.
The Company is not involved in any litigation currently, nor is any litigation
currently threatened, which would have a material effect upon the Company.
ITEM 6. Exhibits.
(a) Exhibits: See Exhibit Index appearing on page 13.
11
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.
NOBLE ROMAN'S, INC.
Date: May 8, 2006 By: /s/ Paul W. Mobley
-------------------------------------------
Paul W. Mobley, Chairman of the Board and
Chief Financial Officer
(Authorized Officer and Principal Financial
Officer)
12
Index to Exhibits
Exhibit
- -------
3.1 Amended Articles of Incorporation of the Registrant, filed as an
exhibit to the Registrant's Amendment No. 1 to the Post Effective
Amendment No. 2 to Registration Statement on Form S-1 filed July
1, 1985 (SEC File No.2-84150), is incorporated herein by
reference.
3.2 Amended and Restated By-Laws of the Registrant, as currently in
effect, filed as an exhibit to the Registrant's Registration
Statement on Form S-18 filed October 22, 1982 and ordered
effective on December 14, 1982 (SEC File No. 2-79963C), is
incorporated herein by reference.
3.3 Articles of Amendment of the Articles of Incorporation of the
Registrant effective February 18, 1992 filed as an exhibit to the
Registrant's Registration Statement on Form SB-2 (SEC File No.
33-66850), ordered effective on October 26, 1993, is incorporated
herein by reference.
3.4 Articles of Amendment of the Articles of Incorporation of the
Registrant effective May 11, 2000, filed as Annex A and Annex B
to the Registrant's Proxy Statement on Schedule 14A filed March
28, 2000, is incorporated herein by reference.
3.5 Articles of Amendment of the Articles of Incorporation of the
Registrant effective April 16, 2001 filed as Exhibit 3.4 to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 2005, is incorporated herein by reference.
3.6 Articles of Amendment of the Articles of Incorporation of the
Registrant effective August 23, 2005, filed as Exhibit 3.1 to the
Registrant's current report on Form 8-K filed August 29, 2005, is
incorporated herein by reference.
4.1 Specimen Common Stock Certificates filed as an exhibit to the
Registrant's Registration Statement on Form S-18 filed October
22, 1982 and ordered effective on December 14, 1982 (SEC File No.
2-79963C), is incorporated herein by reference.
4.2 Form of Warrant Agreement filed as Exhibit 4.1 to the
Registrant's current report on Form 8-K filed August 29, 2005, is
incorporated herein by reference.
10.1 Employment Agreement with Paul W. Mobley dated November 15, 1994
filed as Exhibit 10.1 to Registrant's Annual Report on Form 10-K
for the year ended December 31, 2005, is incorporated herein by
reference.
10.2 Employment Agreement with A. Scott Mobley dated November 15, 1994
filed as Exhibit 10.2 to Registrant's Annual Report on Form 10-K
for the year ended December 31, 2005, is incorporated herein by
reference.
10.3 1984 Stock Option Plan filed with the Registrant's Form S-8 filed
November 29, 1994 (SEC File No. 33-86804), is incorporated herein
by reference.
13
10.4 Noble Roman's, Inc. Form of Stock Option Agreement filed with the
Registrant's Form S-8 filed November 29, 1994 (SEC File No.
33-86804), is incorporated herein by reference.
10.5 Settlement Agreement with SummitBridge dated August 1, 2005,
filed as Exhibit 99.2 to the Registrant's current report on Form
8-K filed August 5, 2005, is incorporated herein by reference.
10.6 Loan Agreement with Wells Fargo Bank, N.A. dated August 25, 2005
filed as Exhibit 10.1 to the Registrant's current report on Form
8-K filed August 29, 2005, is incorporated herein by reference.
10.7 Registration Rights Agreement dated August 1, 2005 between the
Company and SummitBridge National Investments filed as Exhibit
10.7 to the Registrant's Registration Statement on Form S-1 (SEC
file No. 333-133382) filed April 19, 2006, is incorporated herein
by reference.
21 Subsidiaries of the Registrant filed in the Registrant's
Registration Statement on Form SB-2 (SEC File No. 33-66850)
ordered effective on October 26, 1993, is incorporated herein by
reference.
31.1 Certification of Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
14