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, 1996
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.)
8361 Northwest 64th Street
Miami, Florida 33166
(Address of Principal Executive Offices)
(305) 591-2999
(Registrant's Telephone Number)
4010 Northwest 36th Avenue
Miami, Florida 33142
(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 $.10 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, 1996 despite a filing due date of July 28, 1996 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 Common
Stock held by non-affiliates of the Registrant as of April 15, 1998. The
Company emerged from voluntary Chapter 11 bankruptcy on September 17, 1993.
There has been no market for the Registrant's Common Stock since approximately
the Fourth Quarter of 1991. See Item 5. herein.
The number of shares of Common Stock, $.10 par value, of the Registration,
issued and outstanding as of April 15, 1998, was 2,329,858 shares. An
additional 1,961 shares are recorded as issued but the Registrant disputes
those items as issued in error.
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 then 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 an 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. 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".
On September 30, 1997, the Registrant effected a reverse split of its
Common Stock on a one (1) share for ten (10) shares basis with shareholder
approval. Accordingly, at April 15, 1998, there were 2,329,858 (post-reverse
split) shares issued.
Background
The Company was originally formed 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 December 4, 1991 and can
now only be traded, if traded, Over-The-Counter, Bulletin Board. To the
Company's knowledge and belief, at December 4, 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 an inventory of parts for various commercial
jet aircraft. Some 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. On October 1,
1997, the Company satisfied most of a $2,900,000 inventory payable to a
subsidiary of RADA Electronic Industries, Ltd. in the amount of $2,700,000
with the issuance of 1,141,630(post-reverse split) shares of Common Stock of
the Company representing forty-nine (49%) percent of its ownership interest,
in order to retain the inventory purchased from a subsidiary of RADA
Electronic Industries, Ltd. in December, 1996 despite a continuing inability
to pay the full purchase price in the amount of $2,900,000.
The $2,900,000 of aircraft partes inventory purchased in the process is
located in Canada and Holland and is being held for sale on consignment, by a
Canadien sales agent, Kaycom, with exclusive rights to sell the inventory in
Canada, as individual parts or in bulk, at prices as agreed upon between the
Company and the sales agent. The consignment agreement is for a term of two
years from December 10, 1996 and will be extended for one year automatically
unless a thirty day written notice for either party cancels the agreement.
The sales agent is responsible for all expenses incurred for shipping the
inventory from Holland (where it was originally located) to Canada (the
location of the warehouses of the sales agent) and all costs of insurance,
storage and subsequent management of the inventory. The sales agent initially
deposited with the Company the sum of $25,000 which, together with the
shipping costs from Holland to Canada, shall be repaid to the sales agent from
either sales proceeds or directly. Proceeds of sales to customers located in
Canada and worldwide sales by the sales agent, are to be divided fifty percent
(50%) to the sales agent and fifty percent (50%) to the Company; sales made by
others outside of Canada will be divided ten percent (10%) to the sales agent
with the balance to the Company. All packing and shipping costs are to be
paid by the Company.
RADA acquired an additional twenty-six (26%) percent ownership interest
in the Registrant through purchase from the Company's principal shareholder,
Bodstray Company Limited with RADA Common Stock.
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 Bcomm International, Inc. which provides a
comprehensive computerized listing of aircraft parts and material available
for sale in the marketplace. The Company also subscribes to the Inventory
Locator Services, Inc. ("ILS") a computerized aircraft parts availability
system.
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 the
Company's general inventory with the overall transaction being supported by an
exchange fee paid to the Company by the exchanging customer.
During September, 1997, the Company's Board of Directors adopted a
resolution confirming and approving management's decision to provide for a
$1,000,000 write-down of all inventory at that time owned by the Company based
upon a re-evaluation of all of the inventory.
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.
The Company believes 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 history of 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 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 notified a number of years
ago 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 (April 15, 1998) employs approximately five (5)
full-time employees and one (1) part time employee. The Company's single
officer devotes only approximately ten (10%) percent of his time to the
Company's affairs.
ITEM 2. PROPERTIES
Until approximately October 31, 1997, the Company's principal offices
were located at 4010 N.W. 36th Avenue, Miami, Florida 33142. The Company had
been leasing offices and facilities from its former subsidiary, Aircraft
Modular Products, Inc. ("AMP"). The Company now occupies its new leased
premises at 8361 N.W. 64th Street, Miami, Florida 33166 pursuant to a lease at
an annual aggregate rental for the first year of $98,763 plus sales tax. In
addition to monthly rental, the lessee is responsible for certain repairs, a
portion of taxes, insurance and utilities. In the Company's view, the terms
of its leasehold are competitive with comparable facilities in the local
area. The Company now leases approximately 18,812 square feet, consisting of
offices and warehousing. The new lease expires on October 31, 2002. See Item
8. "Financial Statements - Note 16. The Company intends to share its
leasehold premises with one or more subsidiaries of its parent, RADA
Electronic Industries, Ltd. RADA guaranteed the Company's new lease.
ITEM 3. LEGAL PROCEEDINGS
The Company was a party to the following material legal proceedings in
this reporting period (fiscal year ended April 30, 1996):
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 any determination of reinstatement
is made.
2. Department of Environmental Resources Management ("DERM")
The Company was notified long ago of alleged environmental violations by
its previous subsidiaries 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 premises.
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 former principal shareholder, later, Finstock
Investments, Ltd., the Company's former 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, presumably 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
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. The agreed obligation to Lufthansa was paid in full.
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 April 15, 1998).
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, however 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 (April 15, 1998).
(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
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
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
Third Quarter, 1997 No Market No Market
Fourth Quarter, 1997 No Market No Market
First Quarter, 1998 No Market No Market
(b) Holders. As of April 15, 1998, 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, 1992 through 1996.
Summary Income Statement:
As of As of As of As of As of
04/30/96 04/30/95 04/30/94 04/30/93 04/30/92
(2)
Net Sales $1,533,366 $1,125,279 $1,755,763 $ 798,008 $1,109,431
Net Income(Loss) ($ 225,456) ($ 701,034) $ 530,691 ($ 164,154) ($ 953,799)
Operating(Loss) ($ 282,994) ($ 812,652) ($ 192,703) ($ 583,550) ($1,167,573)
Profit(Loss) per
Common Share
from continuing
operations ($ 0.02) ($ 0.06) ($ 0.01) ($ 0.02) ($ 0.08)
Net Income(Loss)
per Common Sh. ($ 0.02) ($ 0.06) $ 0.05 ($ 0.03) ($ 0.15)
Summary Balance Sheet Information
As of As of As of As of As of
04/30/96 04/30/95 04/30/94 04/30/93 04/30/92
(2)
Total Assets $3,571,599 $3,749,342 $4,408,316 $7,326,009 $7,813,277
Inventories (Net) $3,033,136 $3,248,136 $3,656,051 $3,667,464 $3,802,540
Stockholders' loans
receivable
(payable)(1) $ -0- $ 3,000 $ -0- $ -0- $ -0-
Notes payable -
current $ 1,691 $ 15,828 $ 22,619 $ 318,504 $ 330,026
Long-Term Liab. $ 29,585 $ 65,825 $ 148,356 $ 232,113 $ 297,612
Minority Interest
in Subsidiary $ -0- $ -0- $ -0- $ 559,000 $ 559,000
Stockholders'
Equity $3,122,307 $3,347,763 $4,048,797 $3,316,907 $3,481,061
(1) 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
uncollectable. See Item 3., "Legal Proceedings" and Item 13., "Certain
Relationships and Related Transactions".
(2) 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 $1,533,366 for the fiscal year ended April 30, 1996 represented
an increase of $408,087 (36%) over the same period a year earlier. Sales of
$1,125,279 for the fiscal year ended April 30, 1995 represented a decrease of
$630,484 (36%) over the year ended April 30, 1994. Sales of $1,755,763 for
the 12 month period ended April 30, 1994 represented an increase of $957,755
(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. Parts sales were $1,533,366 in 1996 as compared to $1,125,279
in 1995, $1,755,763 in 1994, $798,008 in 1993 and $1,109,431 in 1992. Sales
in fiscal 1992 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.
Gross margins on sales of the Company were 37.6% in 1996 as compared to
19.4% in 1995, 36.3% in 1994, 46% in 1993 and 40.7% in 1992. The 1995 gross
margin was somewhat decreased due to a $181,383 reserve established during
that fiscal year for obsolete inventory.
Selling, general and administrative expenses for the Company were
$859,705 for the year ended April 30, 1996 as compared to $1,031,091 for the
year ended April 30, 1995, $830,070 for the year ended April 30, 1994,
$950,963 for the year ended April 30, 1993 and $1,619,039 for the year ended
April 30, 1992.
Net (losses) from continuing operations for the year ended April 30, 1996
were ($225,456) as compared to net (losses) of ($701,034)for the year ended
April 30, 1995 and as compared to net profit from continuing operations for
the year ended April 30, 1994 of $116,658, and net (losses) of ($67,922) and
($486,484), respectively for the two preceding years.
The Company's Earnings (Loss) per Share
1996 1995 1994 1993 1992
From Continuing Operations ($ 0.02) ($ .06) $ .05(a) ($ .01) ($ .07)
From Discontinued Operations $ .00 $ .00 $ .00 ($ .01) ($ .07)
From Minority Interest $ .00 $ .00 $ .00 ($ .01) ($ .01)
Net Income (Loss) per
Share ($ 0.02) ($ .06) $ .05 ($ .03) ($0.15)
(a) Includes an extraordinary item, a gain recognition on discharge of
debt, net of income tax ($.04 per share); See Note 1., "Notes to
Financial Statements".
(1) Liquidity
The Company's liquidity continues to be critically poor. Sales in fiscal
1996 increased and expenses decreased somewhat. There was no foreseeable
trend or event which would have improved 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 (pre-reverse split), 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".
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 was 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 the Company's officer and
former officer, respectively, completed transfer of a total of 6,400,000
shares (pre-reverse split) of the Company's restricted Common Stock,
approximately fifty-four (54%) percent of the Company's issued and outstanding
capital stock, to Bodstray Company Limited, a Hong Kong corporation. On
September 15, 1997, Bodstray sold 6,057,630 of its Jetborne shares (pre-reverse
split) to RADA Electronic Industries, Ltd., an Israel corporation. On August
18, 1997, RADA purchased forty-nine (49%) percent of the Company for
satisfaction of $2,700,000 of the Company's $2,900,000 payable to RADA's
subsidiary. With the acquisition of seventy-five (75%) percent control of the
Registrant in these transactions, RADA intends to assist with funding the
Company's operations as required, in its discretion, with debt financing. See
"Capital Resources" below.
The Company continues to seek additional parts consignment arrangements.
Consignment, in effect, provides the Company with additional inventory without
purchases adversely affecting its liquidity, although markups are generally
lower than those realized from sales from owned stock.
(2) Capital Resources
In December, 1996, the Company purchased an additional $2,900,000 in
parts inventory from a subsidiary of RADA Electronic Industries, Ltd., an
Israel 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 18, 1997, following a period of negotiation and discussion, the
Company and RADA agreed to satisfy the $2,700,000 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 exchange for $2,700,000 of the parts inventory receivable.
On August 12, 1997, the Company's Board of Directors determined to
reverse-split the Company's Common Stock on a one (1) share for ten (10)
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 enabled 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 then majority control shareholder, Bodstray Company,
Ltd. consented to the reverse-split at once. Bodstray's approval insured
implementation of the reverse-split, on September 30, 1997. Following its
completion, the Company issued 1,141,630 (post-reverse-split) shares to RADA
Electronic Industries, Ltd. to complete the August 18, 1997
stock-for-inventory Agreement 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, 1996, April 30, 1995, April 30,
1994 or April 30, 1993.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Pages F-1 through F-23, 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 April 15, 1998), 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, President 55
and Chief Executive Officer
Chaim Zimet Director 50
Raymond Harkus Director 47
Amos Alouf Former President/Treasurer/ 63
Director
(Appointed June 15, 1994;
Resigned March 10, 1997)
Until March 10, 1997, Mr. Alouf was the Company's only officer. Mr.
Alouf resigned on March 10, 1997 and was replaced by Mr. Dobronsky as the
Company's sole officer. 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 including this reporting period were
accomplished through Mr. Alouf's efforts, augmented by those of Mr.
Dobronsky. Mr. Alouf devoted 100% of his time to the Company's affairs until
March 10, 1997. Mr. Dobronsky devotes approximately only ten (10%) percent 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) was
somewhat alleviated 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 brought RADA's
ownership interest in the Company to seventy-five (75%) percent. RADA
Electronic Industries, Ltd. Is a publicly-held Israel 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. and a member of the Board of Directors
of RADA Electronic Industries, Ltd. 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.
Chaim Zimet has been a director of the Company since 1994 having been
appointed to a vacancy on the Board at the recommendation of the Company's
Chairman, Eles Dobronsky. Mr. Zimet is also the managing director of several
financial holding companies headquartered in Europe. Prior to 1991, Mr. Zimet
was the managing director of a private institute in the City of Amsterdam for
the treatment of children with learning and behavioral difficulties. Mr.
Zimet studied at the University of Amsterdam and worked as a specialist in the
behavioral field, including service as principal of an elementary school in
Amsterdam prior to embarking, in 1991, upon a career in financial management.
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.
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 management 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 informed the Company that he 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.
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. Mr. Alouf deceased during January, 1998.
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,
1996 was $198,568.
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation
Awards Payouts
Name and Other Restricted All
Principal Annual Stock Options/LTIP Other
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) -- -- -- --
1996 $ -- $48,000(4) -- -- -- --
Amos Alouf(1)(2) 1992 $ 88,563 -- -- -- -- -- --
President/ 1993 $ 93,871 -- -- -- -- -- --
Secretary 1994 $ 93,770 -- -- -- -- -- --
1995 $122,308 -- -- -- -- -- --
1996 $120,279 -- -- -- -- -- --
Stephen G. Martin 1992 $ 63,544 -- -- -- -- -- --
Treasurer (3) 1993 $ 66,351 -- -- -- -- -- --
1994 $ 66,567 -- -- -- -- -- --
1995 $ 73,923 -- -- -- -- -- --
1996 $ 30,289 -- -- -- -- -- --
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) -- -- -- --
1996 $198,568 -- $48,000(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, $11,426 in 1995 and $13,416 in 1996.
(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 terminated 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. All of the options, as
of April 15, 1998, were canceled or have expired.
On December 20, 1996, the Company issued options to purchase 285,036
shares of the Company's restricted (post-reverse split) Common Stock to Mr.
Eles Dobronsky, the Company's Chairman, exercisable at the rate of $.842 per
share. If exercised in full, the total aggregate exercise price will amount
to $240,000. At April 15, 1998, Mr. Dobronsky's options represented a
potential ownership of twelve (12%) percent of the Company. None of Mr.
Dobronsky's options have been exercised at April 15, 1998.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of April 15, 1998, the number of
shares of the Company's Common Stock (post-reverse split) 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 RADA Electronic Industries, Ltd. 1,747,393(5) 75.0%
80 Express Street
Plainview, NY 11803
(b) Security Ownership of Management
Title of Name and Addres Amount and Nature of Percent
Class of Beneficial Owner Beneficial Ownership of Class
(2)(3)
Common Stock Eles Dobronsky, 289,200 (1)(4) 12.4%
Trustee
8361 N.W. 64th Street
Miami, FL 33166
Common Stock Amos Alouf -0- (4) 0.0%
8361 N.W. 64th Street
Miami, FL 33166
Common Stock Stephen G. Martin -0- 0.0%
8361 N.W. 64th Street
Miami, FL 33166
(1) Eles Dobronsky, Trustee holds 130,265 (post-reverse split) shares, and
proxies for an additional 158,935 (post-reverse split) shares.
(2) Based upon 2,329,858 (post-reverse split) shares being issued and
outstanding.
(3) BankAtlantic had been deemed by the Company to be the beneficial owner
of 75,000 (post-reverse split) 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 75,000 (post-reverse split) 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 (pre-reverse split)
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. See Note (5) below.
(5) On August 18, 1997, RADA Electronic Industries, Ltd. acquired forty-nine
(49%) percent of the Company's ownership in a transaction completed
after the Company's reverse one-for-ten stock split was implemented on
September 30, 1997. The Company had purchased $2,900,000 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 $2,700,000 of 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 also 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 was effective September 30,
1997 as approved, among others, by the Company's then majority control
shareholder, Bodstray Company Limited. On September 15, 1997, RADA
entered into a certain capital stock purchase agreement with Bodstray
Company Limited pursuant to which RADA acquired 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. At April 15, 1998, RADA Electronic
Industries, Ltd. owns 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 lease with AMP commenced October 1, 1992 and expired on
September 30, 1997 at an aggregate annual rental of $72,000. The Company
recently acquired new leased space, leased from a non-affiliate, in the same
general vicinity. See Item 2. "Properties".
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K
(a)1. Financial Statements:
Independent Auditor's Report dated August 16, 1996, except as to
later matters reflected therein.
Balance Sheets - April 30, 1996 and 1995.
Statements of Income (Loss) - Years ended April 30, 1996, 1995 and
1994.
Statements of Changes in Stockholders' Equity - Years ended April
30, 1996, 1995 and 1994.
Consolidated Statements of Cash Flows - Years ended April 30, 1996,
1995 and 1994.
Notes to Financial Statements.
(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:
Not applicable.
(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, 1996, 1995 and
1994.
(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 1996 or through the subsequent period ended July 31, 1997. On
September 25, 1997, the Company filed a Current Report on Form 8-K
reporting the 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 24th day of April, 1998.
JETBORNE INTERNATIONAL, INC.
BY:/s/Eles Dobronsky
Eles Dobronsky, Chief Executive
Officer/President
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 Officer
President/
Eles Dobronsky Chairman 04/24/98
Eles Dobronsky
ii. Principal Financial and
Accounting Officer
Eles Dobronsky Treasurer/CFO 04/24/98
Eles Dobronsky
iii. A Majority of the Board of
Directors
Director __/__/98
Raymond Harkus
Eles Dobronsky Director 04/24/98
Eles Dobronsky
Director 04/ /98
Chaim Zimet