SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended April 30, 1995
0-16039
(Commission File Number)
JETBORNE INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
Delaware 59-2768257
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
4010 Northwest 36th Avenue
Miami, Florida 33142
(Address of Principal Executive Offices)
(305) 635-6060
(Registrant's Telephone Number)
None
(Former Name, Former Address and former Fiscal Year,
if changed since last report)
Securities registered pursuant to Section 12(b) of the Act
None None
(Title of Each Class) (Name of Each Exchange
on which Registered)
Securities registered pursuant to Section 12(g) of the Act
Common Stock, None
par value $.01 per share (Name of Each Exchange
(Title of Each Class) on which Registered)
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 NO X
Registrant has not been able to file its Annual Report for the year ended
April 30, 1995 despite a filing due date of July 28, 1995 and a prior expired
extension on Form 12(b)(25) until the date of this filing. All other periodic
reports due during the period of Annual Report delinquency have also not been
filed.
The Registrant is unable to determine any aggregate market value of the voting
stock held by non-affiliates of the Registrant as of September 1, 1997. The
Company emerged from Chapter 11 bankruptcy on September 17, 1993. There has
been no market for the Registrant's voting stock since approximately the
Fourth Quarter of 1991. See Item 5. herein.
The number of shares of Common Stock, $.01 par value, of the Registrant issued
as of September 1, 1997, was 11,822,280 shares.
PART I
ITEM 1. BUSINESS
Introduction
Jetborne International, Inc. (the "Company") was incorporated in the
State of Delaware on January 30, 1987. The Company was organized for the
purpose of capital formation through an initial public offering to develop and
expand the business of Jetborne, Inc., a Florida corporation incorporated on
or about April 24, 1980 and generally engaged in the sale of aircraft parts
and aircraft components. On February 2, 1987, shortly after the Company's
inception, the stockholders of Jetborne, Inc. transferred all of its issued
and outstanding common stock to the Registrant, Jetborne International, Inc.,
in exchange for 3,123,000 shares of the Company's Common Stock. In addition,
Jetborne, Inc. transferred all of its ownership interest in its subsidiary
companies to the Company. The Company owned no other assets at its inception
and intended to operate the business of Jetborne, Inc. and its subsidiaries
with net proceeds to be raised from an initial public offering of its own
securities.
On May 20, 1987, the Company sold 1,150,000 shares of its Common Stock
through a public offering for net proceeds to the Company of approximately
$3,328,000. Prior to the public offering, the Company issued 3,150,000 shares
of Common Stock to five stockholders, including the Company's management and
directors, in exchange for stock in its subsidiaries and nominal cash.
On December 10, 1991, the Company was placed in an involuntary, Chapter
11 Federal Bankruptcy proceeding, and on December 16, 1991, Jetborne, Inc.,
the Company's only significant remaining subsidiary at the time, filed a
voluntary petition in the same Bankruptcy Court. After the Company converted
the original proceeding from involuntary to a voluntary bankruptcy, the
bankruptcy cases were consolidated. The Company emerged from bankruptcy
protection on September 17, 1993 by entry of the Bankruptcy Court's order
confirming its third amended plan of reorganization.
The Company continues to be engaged in the sale of aircraft parts from
inventory and through brokerage and consignment arrangements. On occasion,
the Company also engages in purchase and sale transactions as an agent for the
purchaser or the seller. From late 1991 until September 17, 1993, the Company
operated as Debtor-In-Possession under Chapter 11 Bankruptcy protection, Case
No. 91-16169-BKC-AJC, U.S. Bankruptcy Court Southern District of Florida. See
Item 3., "Legal Proceedings" and Item 8., "Financial Statements".
Background
The Company was originally formed as a holding company for the purpose of
consolidating operating subsidiaries and undertaking and completing a public
offering of its securities to finance the subsequent commercial activities of
its subsidiaries. The Company was frequently unable to timely file its
periodic reports under the Securities and Exchange Act of 1934 and has never
complied with the Proxy and Annual Report requirements of Rule 14 promulgated
under The Securities Act of 1933. As a result, the Company's Common Stock was
delisted from the NASDAQ Market Automated Quotation System on October 4, 1991
and can now only be traded, if traded, Over-The-Counter, Bulletin Board. To
the Company's knowledge and belief, at September 1, 1997, there are no
securities dealers making a market in its Common Stock.
The Company continues to be engaged in purchasing aircraft parts for
resale and acts as an intermediary for parts not contained in its inventory.
In general the Company maintains a declining inventory of parts for various
commercial jet aircraft. Much of the Company's revenues are derived from the
Company's sale or "brokerage" of aircraft parts - transactions in which the
Company seeks and purchases parts for cash in response to specific orders from
credit customers. The Company deals in an array of airframe and accessory
parts, including hydraulic, pneumatic, electronic and electrical systems,
navigation and communication avionics, instrumentation and engines. It's
inventory includes parts purchased and then overhauled by contract repair
stations for resale. Most of the Company's inventory has been acquired in
bulk from large fleet operators.
Aircraft parts received are inspected, repaired or overhauled, as
necessary, and recertified to Federal Aviation Administration standards.
Throughout the receipt-to-resale process the parts and their current status
are recorded and catalogued in the Company's computerized inventory control
system. Resale prices are determined considering the original manufacturer's
list price, the parts' aftermarket value, the customer's required delivery
date, the level of availability of the particular part in the aftermarket and
the specific relationship that the purchasing customer has with the Company.
The Company participates in the Airline Inventory Redistribution System
("AIRS") which provides a comprehensive computerized listing of aircraft parts
and material available for sale in the marketplace. Numbered among AIRS
subscribers are most major commercial airlines and many parts vendors and
suppliers. The System is accessible through the Aeronautical Radio, Inc. or
Societé International De Telecommunications Aeronautique networks for
domestic and foreign transactions respectively. The Company also subscribes
to the Inventory Locator Services, Inc. ("ILS") a computerized aircraft parts
availability system. In the Company's view, AIRS is primarily used by
aircraft operators to purchase parts and ILS is primarily used by aircraft
part vendors and suppliers.
The Company also occasionally undertakes an exchange transaction in which
it acquires one or more items specifically for the purpose of exchanging
specific parts with an airline or other aircraft operator. In these
transactions, the Company supplies a replacement part for its customer's
unusable part which, in turn, is received and repaired at the customer's cost
by an appropriate repair station. The repaired part is then included in
general inventory with the overall transaction being supported by an exchange
fee paid to the Company by the exchanging customer.
Competition
The Company's aircraft parts business competes with other independent
companies, one or more unaffiliated companies operated by former officers and
directors of the Company, as well as directly with air fleet operators and
parts manufacturers. Customers for aircraft parts have complete access
through computer-generated inventory catalogues to a broad array of competing
suppliers, many of which have far greater financial resources; larger and more
varied inventories and far more elaborate source networks than the Company.
The Company's effectiveness in this highly competitive market depends upon its
ability to identify, locate and purchase parts and equipment at favorable
prices; to assure that the parts and equipment meet stringent industry quality
standards; to deliver promptly and to price competitively.
In spite of significant persistent difficulties, the Company continues to
believe that it can compete against larger companies offering similar services
by emphasizing and focusing on a capacity to rapidly deliver reliable parts
and services at favorable prices. See Item 7., Management's Discussion and
Analysis of Financial Condition and Results of Operations. Many of the
Company's competitors however have far greater financial and personnel
resources and have been operating over a longer period of time without the
Company's prior Bankruptcy protection and therefore have competitive advantage
over the Company.
Government Regulation
Most of the Company's aviation activities and materials are subject to
licensing, certification, and other requirements imposed by the FAA, the U.S.
Department of Commerce and regulatory agencies in foreign countries.
Inspection, maintenance and repair procedures for the various types of
equipment are prescribed by the FAA and can be performed only by certified
repair facilities ("station"), certified repairmen or, under certain
conditions, manufacturers. Normally this is accomplished in the context of
quarterly and annual inspections. The Company is not a FAA station but rather
uses various FAA stations as needed. The Company believes that it has all
otherwise required aviation related licenses and certifications necessary to
the conduct of its current business. The unanticipated loss of any such
license or certification would have had a material adverse effect on the
Company's business.
The operations of the Company are also subject to regulation, other than
aviation regulation, normally incident generally to business operations,
including occupational safety and health and environmental disposal
regulations. Previous subsidiaries of the Company were allegedly in violation
of the Metro Dade County Environmental Protection Ordinance and the Florida
Administrative Code with regard to these areas. The Company has certain
potential liabilities for these alleged violations. Any environmental
proceedings regarding the operation of those previous subsidiary companies may
have an adverse liability effect upon the Company, directly and through prior
agreements as previously reported. The Company was a number of years ago
notified by the Dade County Department of Environmental Resource Management
("DERM") of an alleged environmental violation. The Company long ago
submitted a correction plan and remains committed to cleanup at an estimated
remaining cost of approximately $40,000 if its plan is ultimately accepted by
DERM. The Company continues to await, now years later, acceptance of its
plan.
Employees
The Company currently (September 1, 1997) employs approximately five (5)
full-time employees. The Company's only officer devotes approximately ten
(10%) percent of his time to the Company's affairs.
ITEM 2. PROPERTIES
The Company's principal offices are located at 4010 N.W. 36th Avenue,
Miami, Florida 33142. The Company has been leasing offices and facilities
from its former subsidiary, Aircraft Modular Products, Inc. ("AMP"). The
Company occupies its premises pursuant to a triple net lease at an annual
aggregate rental of $72,000. In addition to monthly rental, the lessee is
responsible for its pro-rata share of taxes, insurance and utilities, all
services provided to the premises and repairs to the interior of the buildings
(including but not limited to all windows, doors, electrical, heating,
plumbing and air conditioning systems). In the Company's view, the terms of
its leasehold were very competitive with comparable facilities in the local
area. The Company's telephone number at that location is (305) 635-6060. The
Company leases approximately 18,000 square feet, consisting of 6,000 square
feet of offices and 12,000 square feet of warehousing. The lease expires on
September 30, 1997. The Company is currently seeking relocation space in the
same general area.
ITEM 3. LEGAL PROCEEDINGS
The Company was a party to the following material legal proceedings in
this reporting period (year ended April 30, 1995):
1. United States of America vs. Jetborne International, Inc., Case No.
91-199-CR-MARENO, United States District Court for the Southern
District of Florida.
This was a previously reported criminal action in which a judgment
reflecting a concluded settlement agreement was entered against Jetborne, Inc.
on December 3, 1992.
During the third week of March, 1994, however the Company was informed by
the Export Controls Division of the U.S. Department of State that it is
debarred (prohibited) from certain export activities by applicable federal
statute as a result of its entry into the settlement agreement. The Company
intends to seek reinstatement as an Export Control licensee at some
undetermined point in the future. Preparation and subsequent consideration of
any such petition and application once prepared and filed will require a
further significant period of time before determination of reinstatement is
made.
2. Department of Environmental Resources Management ("DERM")
The Company was notified of environmental violations on the Company's
premises by Dade County Department of Environmental Resources Management
("DERM"). The Company has certain potential liabilities for these alleged
violation areas. Any environmental proceedings regarding the operation of the
Company's previous subsidiaries will have an adverse liability effect upon the
Company directly and through prior agreement in the case.
The alleged violations stem from the discharge of waste waters containing
metals, hydrocarbons, oil and grease to the ground and groundwaters in the
vicinity of the Company's facilities by prior tenants, including AMP's
predecessor. The Dade County Department of Environmental Resources Management
("DERM") ordered a hook-up into the city sewer system, abandonment of an
underground storage tank and removal of allegedly contaminated soil and
sludge. Although the owner of the property (then, Allen Blattner, the
Company's former president and principal shareholder, later, Finstock
Investments, Ltd., the Company's principal stockholder, and now, following
mortgage foreclosure, and subsequent acquisition, AMP) is theoretically
responsible for the environmental cleanup of pre-existing conditions, the
Company nevertheless hired and partially paid for environmental firms to
assist it in remedying the alleged violations. Remedial plans were developed
and approved by DERM and the sewer hook-up was completed. A certificate of
completion of construction was submitted. A remedial plan for clean-up of
violations, estimated at a remaining cost of approximately $40,000, was also
submitted to DERM for approval which is, now years later, still pending. See
Item 13., "Certain Relationships and Related Transactions". See Item 1.,
"Business - Government Regulation".
3. Jetborne International, Inc. vs. Allen Blattner, et al
The Company holds a Final Judgment against its former officer and
director, Allen Blattner in the original principal amount of $4,512,600. The
Company also holds a Final Judgment against its former officer and director
Michael Levkovitz in the original principal amount of $514,212. As in the
case of Allen Blattner, the company considers Michael Levkovitz to be
uncollectable.
4. Jetborne International, Inc. vs. Deutsche Lufthansa Aktiengesellschaft,
Case No. 91-16169-BKC-AJC.
During April, 1992, Lufthansa canceled a consignment agreement due to the
Company's bankruptcy filing the previous December. The Company contested the
termination and in September, 1993, the consignment agreement was renewed by
an Addendum to the original agreement. As a condition of the Addendum,
Jetborne agreed to a payment plan regarding the pre-petition debt, paid
$20,000 to reduce that debt and placed $10,000 on deposit. In addition, in
September, 1993 the Company brought Lufthansa post-petition debt current
through May, 1993. The Company then became concerned about non-performance on
the part of Lufthansa and withheld further payment pending receipt of
additional consignment inventory as set out in the amended agreement.
Lufthansa once again notified the Company in November, 1993 that the agreement
was to be terminated, this time for non-payment. As a direct consequence of
that termination Jetborne filed suit against Lufthansa in the Bankruptcy Court
on three counts: (1) Breach of the Consignment Agreement; (2) Willful
violation of the automatic stay; and (3) Breach of the Addendum to the
Consignment Agreement. On January 9, 1996, the Company entered into an
agreement with Lufthansa in settlement of the on-going litigation. Under the
settlement agreement, the consignment agreement and its modifications were
terminated. The Company agreed to pay a total of $120,000 to Lufthansa by
January 20, 1997 pursuant to an agreed schedule in exchange for assignment by
Lufthansa to the Company of a bankruptcy court claim against Jetborne, Inc. in
the amount of $80,180.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None. The Company has never distributed an annual report to shareholders
or filed or distributed proxy statement materials in connection with an Annual
Meeting. Since completion of its initial public offering, the Company has
never held an Annual Meeting (through September 1, 1997).
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
(a)(1)(i) Market Information. The Company's Common Stock was first
offered to the public on May 20, 1987, at a price of $3.75 per share. Trading
in the Common Stock began on the National Market Quotation System (NASDAQ)
shortly thereafter.
On October 4, 1991, due to the Company's extended record of delinquency
with regard to periodic filings required under the Securities & Exchange Act
of 1934 and its continuing failure to comply with the proxy and shareholder
disclosure requirements of Rule 14 promulgated under the Securities Act of
1933, the Company's Common Stock was delisted from quotation on the NASDAQ
system. Since delisting, there has been (and now is) no established public
trading market for the Company's Common Stock. To the Registrant's knowledge
and belief, there are no broker/dealers making a market in its securities at
present (September 1, 1997).
(a)(1)(iii) The following table sets forth the range of bid and asked
prices for the Common Stock on the Over-The-Counter Market for the periods
indicated, as reported by the National Quotation Bureau, Inc. The figures
shown represent inter-dealer quotations without retail mark-up, mark-down or
commission and may not necessarily represent actual transactions.
COMMON STOCK
Period Bid Price Asked Price
High Low High Low
First Quarter, 1991 $0.75 $0.31 $0.88 $0.44
Second Quarter, 1991 $0.75 $0.38 $0.81 $0.38
Third Quarter, 1991 $0.44 $0.13 $0.56 $0.13
Fourth Quarter, 1991 $0.19 $0.19 $0.28 $0.28
First Quarter, 1992 No Market No Market
Second Quarter, 1992 No Market No Market
Third Quarter, 1992 No Market No Market
Fourth Quarter, 1992 No Market No Market
First Quarter, 1993 No Market No Market
Second Quarter, 1993 No Market No Market
Third Quarter, 1993 No Market No Market
Fourth Quarter, 1993 No Market No Market
First Quarter, 1994 No Market No Market
Second Quarter, 1994 No Market No Market
Third Quarter, 1994 No Market No market
Fourth Quarter, 1994 No Market No market
First Quarter, 1995 No Market No Market
Continued..
COMMON STOCK
Period Bid Price Asked Price
High Low High Low
Second Quarter, 1995 No Market No Market
Third Quarter, 1995 No Market No market
Fourth Quarter, 1995 No Market No market
First Quarter, 1996 No Market No market
Second Quarter, 1996 No Market No Market
Third Quarter, 1996 No Market No market
Fourth Quarter, 1996 No Market No market
First Quarter, 1997 No Market No market
Second Quarter, 1997 No Market No Market
July 1, 1997 through No Market No Market
September 1, 1997
(b) Holders. As of September 1, 1997, the approximate number of
record holders of Common Stock of the Registrant was 250. This number does
not include individual stockholders whose shares are held in brokerage name.
See Item 8., "Financial Statements".
(c) Dividends. Registrant has paid no dividends since inception and
does not now anticipate payment of dividends at any time in the future. See
Item 7., Management's Discussion and Analysis of Financial Condition and
Results of Operations.
ITEM 6. SELECTED FINANCIAL DATA
Set forth below is the historical selected financial data with respect to
the Company for the years ended April 30, 1991 through 1995, adjusted for the
Company's sale of its subsidiary Aircraft Modular Products, Inc. in December,
1990 and of the assets of its former subsidiary, Ablam, Inc., in November,
1990, the shutdown of its former subsidiary, Jetborne, U.K., Ltd. during
January, 1992 and the discontinued operations of its former subsidiary,
Advanced Aero Hydraulics, Inc. during July, 1992:
<CAPATION>
Summary Income Statement:
As of As of As of As of As of
04/30/95 04/30/94 04/30/93 04/30/92 04/30/91
(3)
Net Sales $1,125,279 $1,755,763 $ 798,008 $1,109,431 $1,682,481
Net Income(Loss) ($ 701,034) $ 530,691 ($ 164,154) ($ 953,799) $1,235,750
Operating(Loss) ($ 812,652) ($ 192,703) ($ 583,550) ($1,167,573) ($1,635,003) (1)
Profit(Loss) per
Common Share
from continuing
operations ($ 0.06) $ 0.01 ($ 0.02) ($ 0.08) ($ 0.85)
Net Income(Loss)
per Common Sh. ($ 0.06) $ 0.05 ($ 0.03) ($ 0.15) $ 0.22
Summary Balance Sheet Information
As of As of As of As of As of
04/30/95 04/30/94 04/30/93 04/30/92 04/30/91
(3)
Total Assets $3,749,342 $4,408,316 $7,326,009 $7,813,277 $8,628,296
Inventories (Net) $3,248,136 $3,656,051 $3,667,464 $3,802,540 $4,120,822
Stockholders' loans
receivable
(payable) $ 3,000 $ -0- $ -0- $ -0- $ -0-
(2)
Notes payable -
current $ 15,828 $ 22,619 $ 318,504 $ 330,026 $ 337,412
Long-Term Liab. $ 138,619 $ 148,356 $ 232,113 $ 297,612 $ 374,005
Minority Interest
in Subsidiary $ -0- $ -0- $ 559,000 $ 559,000 $ 559,000
Stockholders'
Equity $3,347,763 $4,048,797 $3,316,907 $3,481,061 $4,434,860
(1) The Registrant sustained losses from continuing operations for the year
ended April 30, 1991. Net Income realized results primarily from sale of the
Company's subsidiary, Aircraft Modular Products, Inc. ("AMP") in December,
1990.
(2) Effective April 30, 1991, in keeping with its auditor's recommendation,
the Company wrote-off as uncollectable a total of $3,511,470 of loans and
notes receivable from shareholders who were former officers including Allen
Blattner, David Blattner and Michael Levkovitz. Nevertheless, the Company, on
June 10, 1994, secured entry of a Final Default Judgment against Allen
Blattner for $4,512,600 in the U.S. Bankruptcy Court in Miami, Florida.
However, the Company considers the judgment debt to be uncollectible. See
Item 3., "Legal Proceedings" and Item 13., "Certain Relationships and Related
Transactions".
(3) The effects of the Registrant's Plan of Reorganization, which was
confirmed by the U.S. Bankruptcy Court at hearing on August 24, 1993, were
reflected in the fiscal year ended April 30, 1994.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Results of Operations
Sales of $1,125,279 for the fiscal year ended April 30, 1995 represented
a decrease of $630,484 (36%) over the same period a year earlier. Sales of
$1,755,763 for the 12 month period ended April 30, 1994 represented an
increase of $975,755 (220%) over the year ended April 30, 1993. For the year
ended April 30, 1993, sales were $798,008, a decrease of $311,423 (28%) over
the comparable period ended April 30, 1992. For the year ended April 30,
1992, sales were $1,109,431, a decrease of $573,050 (34%) over the comparable
period ended April 30, 1991. For the year ended April 30, 1991, sales were
$1,682,481, a decrease of $5,031,237 (75%) over the comparable period ended
April 30, 1990. Parts sales were $1,125,279 in 1995 as compared to $1,755,763
in 1994, $798,008 in 1993, $1,109,431 in 1992 and $1,682,481 in 1991. Sales
in fiscal 1992, 1991 and, to a lesser extent, in 1993, were adversely affected
by cash shortages and increased competition. The increase in sales in 1994
was due primarily to increased brokerage activity. Despite continuing
brokerage transactions in 1995, sales were down by some 36% due once again to
inventory depletion, cash shortages and more difficult competition.
Gross margins on sales of the Company were 19.4% in 1995 as compared to
36.3% in 1994, 46% in 1993, 40.7% in 1992 and 48.2% in 1991. Fiscal 1995
margins continued to be reduced due to increased brokerage activity which tend
to yield a lower markup than stock sales.
Selling, general and administrative expenses for the Company were
$1,031,091 for the year ended April 30, 1995 as compared to $830,070 for the
year ended April 30, 1994, $950,963 for the year ended April 30, 1993,
$1,619,039 for the year ended April 30, 1992 and $2,446,064 for the year ended
April 30, 1991.
Net (losses) from continuing operations for the year ended April 30, 1995
were ($701,034) as compared to net profit from continuing operations for the
year ended April 30, 1994 of $116,658, and net (losses) of ($67,922),
($486,484) and ($4,739,434), respectively for the three preceding years.
The Company's Earnings (Loss) per Share
1995 1994 1993 1992 1991
From Continuing Operations ($ .06) $ .05(a) ($ .01) ($ .07) ($ .84)
From Discontinued Operations $ .00 $ .00 ($ .01) ($ .07) $1.07
From Minority Interest $ .00 $ .00 ($ .01) ($ .01) ($ .01)
Net Income (Loss) per
Share $( .06) $ .05 ($ .03) $( .15) $ 0.22
(a) Includes an extraordinary item, a gain recognition on discharge of
debt, net of income tax ($.04 per share); See Note 1., "Notes to Financial
Statements".
(1) Liquidity
The Company's liquidity continues to be critically poor. Sales in fiscal
1995 have decreased and expenses have increased. There is no foreseeable
trend or event which will improve the situation at April, 1996. At April 30,
1994, the Company had emerged reorganized from its status as
Debtor-In-Possession in Chapter 11 Bankruptcy by order of the U.S. Bankruptcy
Court. For the year ended April 30, 1994, the Company realized a net profit
in the amount of $530,691, or $0.05 per share, due primarily however only to
the gain resulting from discharge of debts under the confirmed bankruptcy
reorganization plan.
After May 1, 1990, significant increases in the shareholder loan account
of the Company's former president, Allen Blattner, worsened and intensified
the Company's cash flow difficulties. The Company's auditors and management
and directorship came to consider these amounts due to the Company to be
uncollectable. The Company wrote off more than $3,926,716 at that time in
loans to shareholders, all of whom are former officers and directors.
Notwithstanding subsequent efforts, which resulted in the entry of a final
judgments in the aggregate principal amount of $5,026,812, it continues to be
unlikely, since the Company views them as uncollectible, that those debts will
ever have a positive effect on the Company's future cash flow. See Item 8.,
"Notes to Financial Statements"; Item 13., "Certain Relationships and Related
Transactions" and Item 3., "Legal Proceedings".
In October, 1992, the Company's former subsidiary, Jetborne, Inc.,
entered into a plea bargain agreement with the United States Customs Service
to settle charges stemming from violations of the Export Administration Act
and the Arms Export Control Act pursuant to an investigation which began in
March, 1990. Jetborne, Inc. pleaded guilty to two counts and paid a fine of
$25,260 in order to end the criminal matter and to avoid additional extensive
litigation costs and the possibility of substantially higher fines and
penalties. A judgment reflecting the settlement agreement was entered against
Jetborne, Inc. in December, 1992. During March, 1994, however, the Company
was initially informed by the Export Controls Division of the U.S. Department
of State that it is "debarred" (prohibited) from certain export activities by
applicable federal statute as a result of the settlement agreement. The
Company still plans to petition for relief from debarment and for
reinstatement as a permissible Export Controls licensee at some indeterminate
time in the future. Preparation and subsequent consideration of the Company's
petition and application when undertaken will require a number of months. The
Company has not been engaged in the export of controlled materials so the
debarment is believed as having no immediate adverse effect on its business.
The Plan was confirmed by the Bankruptcy Court at hearing in Miami on
August 24, 1993 and by the Court's order of confirmation entered September 17,
1993. On August 28, 1993, Messrs. Dobronsky, Trustee and Alouf entered into a
voting trust agreement governing their combined 53.8% ownership interest in
the Company. See Item 12., Security Ownership of Certain Beneficial Owners
and Management. The Company emerged from bankruptcy as a publicly-held entity
consolidated with its former subsidiary, Jetborne, Inc., and is now operating,
albeit with difficulty from poor cash flow and liquidity, free of prior
restraints.
The Company was unsuccessful seeking a line of credit in order to have
funds available primarily for brokerage transactions in addition to trade
credit which has been attained. The Company is also working with other
companies on a commission basis to increase brokerage sales so that costs
involved will be transaction driven. Financing is also being sought to be
able to purchase fresh inventory lots where the inventory will act as the
security for the financing. These efforts too were unsuccessful. There was
no present assurance whatsoever that any such credit or financing would be
available or obtained. At April 30, 1996 there was no assurance that the
Company's persistent liquidity problems would be otherwise improved. On
August 10, 1997 Messrs. Dobronsky and Alouf completed transfer of a total of
6,400,000 shares of the Company's restricted Common Stock, approximately 54%
of the Company's issued and outstanding capital stock to Bodstray Company
Limited, a Hong Kong corporation. With transfer of control in this
transaction, Bodstray intended to assist with funding the Company's operations
as required, in its discretion, with debt financing.
The Company continued to seek additional parts consignment arrangements.
Consignment, in effect, provides the Company with additional inventory without
purchases adversely affecting its liquidity, although markups are lower than
those generally realized from sales from owned stock.
(2) Capital Resources
In December, 1996, the Company acquired an additional $2,700,000 in parts
inventory from ADAR, a subsidiary of RADA Electronic Industries, Ltd., an
Israeli corporation ("RADA"). RADA extended credit to the Company for the
purchase but during the ensuing eight (8) months, the Company was unable to
pay for the newly acquired inventory.
On August 15, 1997, following a period of negotiation and discussion, the
Company and RADA agreed to satisfy the unpaid RADA receivable through the
issuance of restricted Common Stock to RADA, effectively transferring
forty-nine (49%) percent of the ownership interest in the Company to RADA in
full and final satisfaction of the $2,700,000 parts inventory receivable.
On August 10, 1997, the Company's Board of Directors determined to
reverse-split the Company's Common Stock on a one share for ten shares basis,
effective September 30, 1997. In addition to improving the Company's position
with respect to re-establishment of a trading market in its securities, the
one-for-ten reverse-split would enable the Company to issue sufficient new
shares from its authorized but previously unissued Common Stock to satisfy the
acquisition of forty-nine (49%) percent ownership by RADA, as agreed. The
Company's majority control shareholder, Bodstray Company, Ltd. consented to
the reverse-split at once and while the Company is in the process of seeking
the consent of its shareholders, Bodstray's approval insures implementation of
the reverse-split, effective September 30, 1997. Following its completion,
the Company will issue 1,141,630 (post-reverse-split) shares to RADA
Electronic Industries, Ltd. to complete the agreed stock for inventory
transaction.
Other Considerations
In February, 1992, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 109 "Accounting for Income
Taxes". Implementation of this statement is required for fiscal years
beginning after December 15, 1992. The Company accounts for income taxes in
accordance with this statement; there has been no corresponding effect on the
Company's financial statements at April 30, 1995, April 30, 1994 or April 30,
1993.
Inflation has had a minimal impact on the operations and finances of the
Company in this reporting period.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Pages F-1 through F-26, attached.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
During the Registrant's two most recent fiscal years and during the
subsequent interim period (through September 1, 1997), there have been no
disagreements on any matter of accounting principles or practices.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a)(b) Identification of Directors and Executive Officers
The directors, executive officers, former directors and former executive
officers of the Company are identified as follows:
Name Position with Company Age
Eles Dobronsky Chairman of the Board, 55
Chief Executive Officer
Amos Alouf Former President/Treasurer/ 63
Director
(Appointed June 15, 1994;
Resigned March 10, 1997)
Raymond Harkus Director 47
Until March 10, 1997, Mr. Alouf was the Company's only officer. Mr.
Alouf resigned on March 10, 1997. The Company's former Treasurer/Chief
Financial Officer, Stephen G. Martin resigned in June of 1995. Through March
10, 1997, management of the Company's affairs in this reporting period were
accomplished primarily through Mr. Alouf's efforts augmented by those of Mr.
Dobronsky. Mr. Alouf devoted 100% of his time to the Company's affairs. Mr.
Dobronsky devotes approximately 10% of his time to the Company's affairs. The
Company considers that its management resources are more than strained with
this single officer, minimal attention circumstance. The "thin" management
situation (at September, 1997) will be alleviated in the near future with the
arrival of RADA Electronic Industries, Ltd. as a principal stockholder. On
September 15, 1997, RADA entered into an agreement to acquire an additional
twenty-six (26%) percent of the Company's Common Stock from Bodstray Company
Limited for 700,000 shares of RADA's ordinary shares. When completed, the
RADA purchase from Bodstray will bring RADA's ownership interest in the
Company to seventy-five (75%) percent. RADA Electronic Industries, Ltd. Is a
publicly-held Israeli corporation listed on the NASDAQ Small Cap Market.
Directors of the Company are to be elected at the Company's annual
meeting of stockholders to serve three year terms or until their successors
are elected and qualified. Since completion of its initial public offering,
all of the Company's directors have however, been appointed to vacancies by
the then existing Board. The Company has not held an annual stockholders
meeting since completion of its initial public offering. The Company plans to
solicit proxies for, and hold an Annual Meeting as soon as practicable. In
theory, the Company has a staggered board of directors - when the term of each
director expires, successors are to be elected to respective three-year
terms. Officers are appointed by the Board of Directors and serve at its
discretion and pleasure.
(e) Business Experience. The following information is supplied with
regard to the Company's directors, executive officers, former directors and
former officers.
Eles Dobronsky was appointed Chairman of the Company's Board of Directors
on May 6, 1991 and President, Secretary/Treasurer of the Company on March 10,
1997. Mr. Dobronsky is an affiliate of the Company's previous controlling
shareholder, Finstock Investments, Inc. Mr. Dobronsky is, in addition, an
Israeli lawyer who has been a practicing attorney in the city of Tel Aviv in
his own firm for more than five years. Mr. Dobronsky holds the L.L.B. degree
from Hebrew University in Jerusalem.
Amos Alouf was employed by Jetborne International, Inc. from a point
prior to 1987 through February, 1991 in a non-officer, non-director position.
On May 10, 1991, Mr. Alouf was re-employed by Jetborne International, Inc. as
its Acting President. The position was later converted to President and
director and is the position that Mr. Alouf occupied until his resignation on
March 10, 1997. From March, 1991 through May 10, 1991, Mr. Alouf was employed
by Jets & Aerospace, Inc. a Miami corporation engaged in essentially the same
business as Jetborne International, Inc. On Mr. Alouf's information and
belief, 25% of Jets & Aerospace was owned by Allen Blattner, the former
President and director of Jetborne International, Inc. with the majority
control of Jets & Aerospace, Inc. being held, again on Mr. Alouf's information
and belief, by a non-affiliate of Jetborne International, Inc. Mr. Alouf made
loans to Jets & Aerospace, Inc. in the aggregate principal amount of
approximately $34,000 and relates that he was to be a 25% owner of that
corporation but that he never received any stock or other evidence of such
ownership and does not now consider himself as ever having been an owner of
stock in Jets & Aerospace, Inc. The aggregate loan to Jets & Aerospace, Inc.
is a demand loan which was outstanding and unpaid at March 10, 1997. Mr.
Alouf is not engaged, directly or indirectly, in the operations, if any, of
Jets & Aerospace, Inc. Mr. Alouf was employed by the Company pursuant to an
employment agreement as its sole officer. See Item 11., "Executive
Compensation", Note 2.
Mr. Alouf attended the Hebrew University in Tel Aviv where he took courses in
its economics and foreign affairs programs.
Raymond Harkus was appointed a director of the Company in May of 1991 in
connection with the assumption of management of the Company by its then
controlling shareholder, Finstock Investments, Ltd. Mr. Harkus is also a fund
raising and investment consultant who owns and operates his own fund raising
and investment consulting Company in the United Kingdom.
ITEM 11. EXECUTIVE COMPENSATION
Compensation
Until his resignation on March 10, 1997, Mr. Amos Alouf devoted 100% of
his time to the Company's affairs. The Company's Chairman, and sole officer
since Mr. Alouf's departure, Mr. Eles Dobronsky, devotes only approximately
10% of his time to the Company's affairs. As reflected in the following Cash
Compensation Table, the total compensation received by Executive Officers
during the year ended April 30, 1995 was $196,231.
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation
Awards Payouts
Other Restricted All
Name and Annual Stock Options/ LTIP Other
Principal Position Year Salary Bonus Compensation Awards SARS Payouts Compensation
Eles Dobronsky (4) 1992 $ -0- -- -- -- -- -- --
Chairman of the 1993 $ -0- -- -- -- -- -- --
Board 1994 $ -0- -- $22,400(4) -- -- -- --
1995 $ -0- -- $46,500(4) -- -- -- --
Amos Alouf(1)(2) 1992 $ 88,563 -- -- -- -- -- --
President/ 1993 $ 93,871 -- -- -- -- -- --
Secretary 1994 $ 93,770 -- -- -- -- -- --
1995 $122,308
Stephen G. Martin 1992 $ 63,544 -- -- -- -- -- --
Treasurer (3) 1993 $ 66,351 -- -- -- -- -- --
1994 $ 66,567 -- -- -- -- -- --
1995 $ 73,923
All Executive 1992 $152,107 -- -- -- -- -- --
Officers as a 1993 $160,222 -- -- -- -- -- --
Group (Two 1994 $160,337 -- $22,400(4) -- -- -- --
Persons) 1995 $196,231 -- $46,500(4) -- -- -- --
(1) Does not include the automobile allowance or other personal benefits
received. Mr. Alouf was reimbursed by the Company for costs incurred in his
personal lease of an automobile in the aggregate amount of $10,004 in 1994 and
$11,426 in 1995.
(2) Mr. Alouf was appointed President and Director by order of the
Bankruptcy Court on June 15, 1994. He was appointed acting President and
Secretary of the Company on May 10, 1991. He was previously employed by the
Company in a non-officer capacity and was terminated in February, 1991 prior
to the change of control of the Registrant which occurred in June of the same
year. Mr. Alouf has been closely associated with Allen Blattner, the
Company's former president, chairman and principal stockholder and against
whom the Company now holds a Final Judgment in excess of $5,000,000. See
Item 13. "Certain Relationships and Related Transactions" and Item 3., "Legal
Proceedings". From March, 1991 through May 10, 1991, Mr. Alouf was employed
by Jets & Aerospace, Inc. a Miami corporation engaged in essentially the same
business as Jetborne International, Inc. On Mr. Alouf's information and
belief, 25% of Jets & Aerospace was owned by Allen Blattner, the former
President and director of Jetborne International, Inc. with the majority
control of that corporation being held, again on Mr. Alouf's information and
belief, by a non-affiliate of Jetborne International, Inc. Mr. Alouf made
loans to Jets & Aerospace, Inc. in the aggregate principal amount of
approximately $34,000 and relates that he was to be a 25% owner of that
corporation; but that he never received any stock or other evidence of such
ownership and does not now consider himself as ever having been an owner of
stock in Jets & Aerospace, Inc. The aggregate Alouf loan to Jets & Aerospace,
Inc. is a demand loan which remained outstanding and unpaid at March 10, 1997,
the date of Mr. Alouf's resignation as President and director of the Company.
The employment contract between the Company and Mr. Alouf, ordered by
the Bankruptcy Court on June 15, 1994 for five years at $120,000 per annum
plus benefits, was voluntarily transmitted on March 10, 1997 by Mr. Alouf.
(3) Mr. Martin was appointed Treasurer of the Company in April, 1992. He
was previously employed by the Company as its Comptroller, a non-officer
capacity. Mr. Martin left the Company's employ in June, 1995 as the Company's
Chief Financial Officer. Mr. Martin's employment was governed by a contract
which provided for annual salary review and one months prior notice in the
event of termination of the contract by either party. Mr. Martin gave the
requisite notice prior to his departure.
(4) Mr. Eles Dobronsky, the Company's Chairman since May, 1991, was approved
by the Board of Directors on January 17, 1994 to be remunerated for services
at the rate of $3,000 per month, effective September 17, 1993. On June 15,
1994, his remuneration was increased to $48,000 per annum by order of the
Bankruptcy Court.
Stock Option Plans
Since inception, the Company had adopted several stock option plans for
the benefit of employees and directors of the Company. The Company believes,
that all of the options, as of September 1, 1997, were canceled or have
expired.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of August 10, 1997, the number of
shares of the Company's Common Stock beneficially owned by each director of
the Company; by each person known by the Company to own beneficially more than
five percent of the Common Stock of the Company outstanding as of such date
and; by the executive officers and directors of the Company as a group. See
Note (5).
(a) Security Ownership of Certain Beneficial Owners
Title of Name and Address Amount and Nature of Percent
Class of Beneficial Owner Beneficial Ownership of Class
(2)(3)
Common Stock Finstock Investments, Ltd.
4010 N.W. 36th Ave. 2,892,000(1) 24.3%
Miami, Florida 33412
(1)(2)(3)
Common Stock Bodstray Company Limited 6,400,000(4) 53.9%
c/o Secretaries Limited
5th Floor, Wing On Centre
111 Connaught Road Central
Hong Kong
Common Stock RADA Electronic Industries, Ltd. (5)
80 Express Street
Plainview, NY 11803
(b) Security Ownership of Management
Title of Name and Address Amount and Nature of Percent
Class of Beneficial Owner Beneficial Ownership of Class
(2)(3)
Common Stock Eles Dobronsky, 221,850 (4) 1.9%
Trustee
4010 N.W. 36th Avenue
Miami, FL 33412
Common Stock Amos Alouf -0- (4) 0.0%
4010 N.W. 36th Avenue
Miami, FL 33142
Common Stock Stephen G. Martin -0- 0.0%
4010 N.W. 36th Avenue
Miami, FL 33142
(1) Finstock Investments, Ltd. owns 1,302,650 shares, and holds proxies
for an additional 1,589,350 shares as reported in its filing of 1991 Form
13(d), Amendment No. 5. By virtue of its reported total voting power,
Finstock controlled the Registrant from May, 1991 through August, 1993.
(2) Based upon 11,882,280 (pre-reverse split) shares being issued and
outstanding.
(3) BankAtlantic had been deemed by the Company to be the beneficial owner
of 750,000 shares of the Company's Common Stock registered in Allen
Blattner's name since those shares were previously held by BankAtlantic
pursuant to the terms of a pledge agreement, with sole power to vote the
shares, and later held by BankAtlantic pursuant to a final judgement entered
against Allen Blattner. Under the terms of a subsequent bankruptcy settlement
agreement, BankAtlantic returned the 750,000 shares to the Company following
confirmation by the Bankruptcy Court of the Company's reorganization Plan and
the returned shares were subsequently canceled.
(4) As an aspect of the Company's Bankruptcy Plan of Reorganization which
was confirmed by a court order entered September 17, 1993, the Company's
Chairman, Eles Dobronsky, as trustee, and the Company's President, Amos Alouf,
each acquired 3.2 Million shares of the Company's authorized but unissued
Common Stock. The acquisition placed Messrs. Dobronsky, Trustee and Alouf in
control of approximately 54% of the Company's voting Common Stock. The stock
acquired was subject to and governed by a certain voting trust agreement
entered into by Messrs. Dobronsky, Trustee and Alouf. The stock in question
was transferred to Bodstray Company Limited in transactions completed during
August, 1997 and the voting trust was mutually terminated.
(5) On August 15, 1997, RADA Electronic Industries, Ltd. acquired forty-
nine (49%) percent of the Company's ownership in a transaction to be completed
after the Company's reverse one-for-ten stock split is implemented on
September 30, 1997. The Company had purchased $2,700,000 of parts inventory
from a subsidiary of RADA in December, 1996 and through June, 1997 was unable
to satisfy the RADA receivable due to poor liquidity. Following negotiation
and discussion, the Company and RADA agreed to satisfy the parts inventory
purchase obligation through issuance of new common stock to RADA representing
a forty-nine (49%) percent ownership interest in the Company. Completion of
the transaction required implementation of a one-for-ten reverse split of the
Company's Common Stock, an action deemed appropriate by the Board for purposes
of improving the prospects for re-establishment of a trading market for the
Company's securities in any event. The one-for-ten reverse split is to be
effective September 30, 1997 as approved, among others, by the Company's
majority control shareholder, Bodstray Company Limited. On September 12,
1997, RADA entered into a certain capital stock purchase agreement with
Bodstray Company Limited pursuant to which RADA acquires an additional
twenty-six (26%) percent ownership interest in the Company with Bodstray
retaining a minor amount of its shares in the Company's restricted Common
Stock. When all is completed, RADA Electronic Industries, Ltd. will own
seventy-five (75%) percent of the Company's issued and outstanding Common
Stock. RADA Electronic Industries, Ltd. is listed on the NASDAQ Small Cap
Market.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) Transactions with Management and Others
The Company's former subsidiary, Aircraft Modular Products, Inc. ("AMP")
leased its offices and manufacturing facilities from Finstock, the Company's
then controlling stockholder and subsequently acquired the property itself.
The Company's current lease with AMP commenced October 1, 1992 and expires in
September, 1997 at an aggregate annual rental of $72,000. The Company is
currently seeking new leased space in the same general vicinity.
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K
(a)1. Financial Statements:
Independent Auditor's Report dated June 1, 1995, except as to later
matters reflected therein.
Balance Sheets - April 30, 1995 and 1994.
Statements of Income (Loss) - Years ended April 30, 1995, 1994 and
1993.
Statements of Changes in Stockholders' Equity - Years ended April
30, 1995, 1994 and 1993.
Consolidated Statements of Cash Flows - Years ended April 30, 1995,
1994 and 1993.
Notes to Financial Statements.
2. Schedules:
Schedule II - Amounts Receivable from Related Parties, Underwriters,
Promoters and Employees Other Than Related Parties for Years Ended
April 30, 1995, 1994 and 1993.
Schedule VII - Guarantees of Securities of Other Issuers April 30,
1995.
Schedule IX - Short-term Borrowings for the Year Ended April 30,
1995.
Exhibit II - Schedule of Computations of Earnings (Loss) per Share
for the Years ended April 30, 1995, 1994 and 1993.
(a)(3) Exhibits:
(b)(3) Certificate of Incorporation and By-Laws:
Articles of Incorporation, as amended, and By-Laws, as amended,
incorporated by reference to the filing of the original registration
statement on Form S-18, Amendment No. 2.
(b)(4) Instruments defining the rights of security holders, including
indentures:
Stockholder's Agreement dated February 2, 1987 incorporated by
reference to the filing of the amended registration statement on
Form S-18 and to the Registrant's Form 10-K for the fiscal year
ended 4/30/87.
(b)(9) Voting Trust Agreement:
Voting trust letter agreement dated August 28, 1993 between Eles
Dobronsky, Trustee and Amos Alouf - Incorporated by reference to
Form 10-K for the fiscal year ended April 30, 1992.
(b)(10) Material Contracts:
1987 Incentive Stock Option Plan - Incorporated by reference to
Registration Statement on Form S-18.
1989 Stock Option Plan - Incorporated by reference to Form 10-K for
fiscal year ended April 30, 1990.
Directors' Stock Option Plan - Incorporated by reference to Form
10-K for fiscal year ended April 30, 1990.
Amendment to 1987 Incentive Stock Option Plan - Incorporated by
reference to Form 10-K for fiscal year ended April 30, 1990.
(b)(11) Statement Re: Computation of per share income (loss):
See Note 1., Notes to Consolidated Financial Statements and
Statements of Income (Loss) Years Ended April 30, 1995, 1994 and
1993.
(b)(12) Statements Re: Computation of Ratios:
Not applicable.
(b)(13) Annual Report to Security Holders, Form 10-Q or quarterly report to
security holders:
Not applicable. The Registrant has never submitted an Annual Report
to its Stockholders.
(b)(18) Letter re: Change in accounting principles:
Not applicable.
(b)(19) Previously unfiled documents:
Not applicable.
(b)(21) Other Documents or Statements to Security Holders:
Not applicable.
(b)(22) Subsidiaries of the Registrant: Not Applicable;
Former subsidiaries Jetborne, Inc. (eliminated in the Company's
confirmed plan of bankruptcy reorganization on September 17, 1993);
Jetborne UK Limited (ceased operations and wound up under U.K.
Insolvency Act in January, 1992); AAH (ceased operations July 31,
1992); Aircraft Modular Products, Inc. (Sold December, 1990);
Ablam Sound Productions, Inc. (ceased operations November 26, 1990).
(b)(23) Published report regarding matters submitted to vote of Security
Holders:
Note applicable. No matters have ever been submitted by the
Registrant for a shareholder vote.
(b)(24) Consents of experts and counsel:
Not applicable
(b)(25) Power of Attorney:
Not applicable
(b)(28) Additional Exhibits:
(b) The Registrant filed no reports on Form 8-K during the third quarter
of 1995 or through the subsequent period ended July 31, 1997. On
September 25, 1997, the Company filed a Current Report on Form 8-K
reporting a capital stock for inventory transaction with RADA
Electronic Industries, Ltd. and the September 30, 1997 one share for
ten shares reverse-split of its Common Stock.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Miami, State of
Florida, on the 19th day of September, 1997.
JETBORNE INTERNATIONAL, INC.
BY:/s/Eles Dobronsky
Eles Dobronsky, Chief Executive
Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
Signatures Title Date
i. Principal Executive Officers
President/
/s/Eles Dobronsky Chairman 09/19/97
Eles Dobronsky
ii. Principal Financial and
Accounting Officer
/s/Eles Dobronsky Treasurer/CFO 09/19/97
Eles Dobronsky
iii. A Majority of the Board of
Directors
Director __/__/97
Raymond Harkus
/s/Eles Dobronsky Director 09/19/97
Eles Dobronsky