Lucille Farms Inc – ‘10QSB/A’ for 9/30/98

As of:  Thursday, 11/12/98   ·   For:  9/30/98   ·   Accession #:  908179-98-16   ·   File #:  1-12506

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Amendment to Quarterly Report — Small Business   —   Form 10-QSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10QSB/A     Amendment to Quarterly Report -- Small Business       19±    52K 
 2: EX-27       Financial Data Schedule (Pre-XBRL)                     1      8K 

10QSB/A   —   Amendment to Quarterly Report — Small Business
Document Table of Contents

SECURITIES AND EXCHANGE COMMISSION                                              

WASHINGTON, D.C. 20549                                                          

FORM 10-Q                                                                       

        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934                 

For the Quarterly period Ended: September 30, 1998                              

Commission File Number 1-12506                                                  

LUCILLE FARMS, INC.                                                             

(Exact Name of Registrant as Specified in its Charter)                          

Delaware                                        13-2963923      

(State or other Jurisdiction          I.R.S. Employer               
Identification No.)                                                             

of Incorporation)                                             

150 River Road, P.O. Box 517            07045                   

Montville, New Jersey                   (Zip Code)              

(Address of Principal Offices)                                  

Registrant's Telephone Number, Including Area Code)             
(973)334-6030                                                                   

Former name, former address and former fiscal year, if changed  

since last report.  N/A                                         

Indicate by check mark whether the registrant (1) has filed all 

reports required to be filed by Section 13 or 15 (d) of the     

Securities Exchange Act of 1934 during the preceding 12 months  

(or for such shorter period that the registrant was required to 
file                                                                            

such reports), and (2) has been subject to such filing          
requirements                                                                    

for the past 90 days.   YES   X           NO                    

The number of shares of Registrant's common stock, par value    
$0.001                                                                          

per share, outstanding as of November 3, 1998 was: 3,002,500.   

                   -1-

Item 1. Financial Statements                                                    

LUCILLE FARMS, INC.                                                             

CONSOLIDATED BALANCE SHEET                                                      

ASSETS                                                                          

                                       SEPTEMBER 30, 1998   MARCH 31, 1998

                           (unaudited)

CURRENT ASSETS:                                                                 

Cash and cash equivalents               $  320,000              $ 737,000       

Accounts receivable, net of      4,423,000            2,833,000                 

allowances of $118,000 at                                                       

September 30, 1998 and                                                          

$78,000 at March 31, 1998                                                       

Inventories                              1,369,000            1,895,000         

Deferred income taxes                       45,000               45,000         

Prepaid expenses and other                  83,000                 69,000       

current assets                          ___________        _________            

Total Current Assets          6,240,000        5,579,000                  

PROPERTY, PLANT AND                    5,696,000        5,314,000               

EQUIPMENT, NET                                                                  

OTHER ASSETS:                                                                   

Due from officers                                  169,000          169,000     

Deferred income taxes                      443,000              471,000         

Other                                              157,000              123,000 

Total Other Assets                      769,000              763,000      

TOTAL ASSETS                      $12,705,000      $11,656,000            

              see notes to consolidated financial statements

-2-                                                                             

                   LUCILLE FARMS, INC.

CONSOLIDATED BALANCE SHEET                                                      

LIABILITIES AND STOCKHOLDER'S EQUITY                                            

                                               SEPTEMBER 30, 1998 MARCH 31, 1998

                             (unaudited)

CURRENT LIABILITIES:                                                            

Accounts payable                                        $4,490,000    $3,791,000

Revolving credit loan                    3,306,000                              

Current portion of long-term debt            298,000             282,000        

Accrued expenses                                   254,000             224,000  

Total Current Liabilities                      8,348,000       4,297,000    

LONG TERM LIABILITIES                                                           

Long-Term debt                                   1,777,000           1,885,000  

Revolving credit line                                   -            2,947,000  

Deferred income taxes                            488,000         516,000        

Total Long-term Liabilities              2,265,000       5,348,000              

TOTAL LIABILITIES                                       10,613,000     9,645,000

STOCKHOLDERS' EQUITY:                                                           

Common stock- $.001 par value,10,000,000       3,000                            
3,000         shares authorized, 3,052,500 shares issued                        

Additional paid-in capital                       4,512,000       4,512,000      

Retained (Deficit) earnings             (2,298,000)     (2,379,000)             

                           2,217,000       2,136,000

Less: 50,000 shares treasury stock at cost  (125,000)                           
(125,000)                                                                       

Total Stockholders' Equity                    2,092,000       2,011,000   

TOTAL LIABILITIES AND                      $12,705,000     $11,656,000      

STOCKHOLDERS' EQUITY                                                        

              see notes to consolidated financial statements

-3-                                                                             

                   LUCILLE FARMS, INC.

CONSOLIDATED STATEMENT OF OPERATIONS                                            

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1998 AND 1997                            

(UNAUDITED)                                                                     

                                    Six Months Ended September 30,

                                            1998                    1997

SALES                                     $21,536,000        $16,627,000        

COST OF SALES                      20,043,000           16,359,000              

GROSS PROFIT                        1,493,000              268,000              

OTHER EXPENSE (INCOME):                                                         

Selling                                    844,000              745,000   

General and administrative       326,000              317,000             

Gain on sale of equipment            -                (24,000)            

Interest income                  (18,000)             (23,000)            

Interest expense                   259,000              235,000           

TOTAL OTHER EXPENSE (INCOME)        1,411,000          1,250,000                

INCOME (LOSS) BEFORE INCOME TAXES    82,000             (982,000)               

(Provision) for income taxes         (1,000)              (2,000)               

NET INCOME (LOSS)                             $81,000            $(984,000)     

NET INCOME (LOSS) PER SHARE            $.03                                     
$(.33)                                                                          

WEIGHTED AVERAGE SHARES             3,002,500            3,002,500              

OUTSTANDING USED TO COMPUTE                                                     

NET INCOME PER SHARE                                                            

              see notes to consolidated financial statements

-4-                                                                             

LUCILLE FARMS, INC.                                                             

CONSOLIDATED STATEMENT OF OPERATIONS                                            

FOR THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997                              

(UNAUDITED)                                                                     

                                            1998                    1997

                                Three Months Ended September 30,

SALES                                   $11,988,000            $8,252,000       

COST OF SALES                    11,246,000                 8,018,000           

GROSS PROFIT                        742,000               234,000               

OTHER EXPENSE (INCOME)                                                          

Selling                        406,000               366,000              

General and administrative     181,000               198,000              

Gain on sale of equipment         -                   (5,000)             

Interest income                 (6,000)              (13,000)             

Interest expense               133,000               131,000              

TOTAL OTHER EXPENSE (INCOME)        714,000               677,000               

INCOME (LOSS) BEFORE INCOME TAXES  28,000              (443,000)                

(Provision) for income taxes      _____-____          ____-_____                

NET INCOME (LOSS)                 $28,000             $(443,000)                

NET INCOME (LOSS) PER SHARE              $.01                 $(.15)            

WEIGHTED AVERAGE SHARES         3,002,500             3,002,500                 

OUTSTANDING USED TO COMPUTE                                                     

NET INCOME PER SHARE                                                            

              see notes to consolidated financial statements

-5-                                                                             

                   LUCILLE FARMS, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS                                            

(UNAUDITED)                                                                     

                                                  Six Months Ended September 30,

                                                            1998            1997

CASH FLOWS FROM OPERATING ACTIVITIES:                                           

NET INCOME (LOSS)                                         $81,000     $(984,000)

Adjustments to reconcile net income                                             

(loss) to net cash provided by                                                  

(used by) operating activities:                                                 

   Depreciation and amortization                  180,000                150,000

 Provision for doubtful accounts                 40,000                    -

Deferred Income taxes                                                     

(Increase) decrease in assets:                                              

   Accounts receivable                       (1,630,000)               (221,000)

   Inventories                                    526,000                561,000

Prepaid expenses & other current assets  (14,000)                         
6,000                                                                           

   Other assets                                   (34,000)                 3,000

Increase (decrease) in liabilities:                                       

Accounts payable                               699,000           402,000  

   Accrued expenses                                30,000               (74,000)

Net Cash (Used by) Operating Activities (122,000)                         
(157,000)                                                                       

CASH FLOW FROM INVESTING ACTIVITIES:                                            

Purchase of property, plant equipment   (562,000)                         
(217,000)                                                                       

Net Cash (used by) Investing Activities (562,000)                         
(217,000)                                                                       

CASH FLOW FROM FINANCING ACTIVITIES:                                            

(Payments of) proceeds from revolving   359,000                             
(340,000)                                                                       

credit loan-net                                                           

(Payments of) proceeds from long-term     (92,000)             (121,000)    

   debt and notes                                        _________    __________

Net Cash (Used by) Provided by                                            

   Financing Activities                           267,000              (461,000)

NET (DECREASE) IN CASH AND CASH EQUIVALENTS(417,000)             (835,000)      

CASH AND CASH EQUIVALENTS-BEGINNING               737,000         1,422,000     

CASH AND CASH EQUIVALENTS-ENDING                 $320,000          $587,000     

see notes to consolidated financial statements  

                   -6-

LUCILLE FARMS, INC.                                                             

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      

1.      The Consolidated Balance Sheet as of September 30, 1998 

          the Consolidated Statement of Operations for the three and

       six month periods ended September 30, 1998 and 1997 and

      the Consolidated Statement of Cash Flows for the six month

            periods ended September 30, 1998 and 1997 have been prepared
by                                                                              

             the Company without audit.  In the opinion of management, the

          accompanying consolidated financial statements contain all

             adjustments (consisting only of normal recurring adjustments)
                   necessary to present fairly the financial position of Lucille
                        Farms, Inc. as of September 30, 1998, the results of its

              operations for the three months and six months ended September

           30, 1998 and 1997 and the changes in its cash flows for the

six months ended September 30, 1998 and 1997.   

              Certain information and footnote disclosures normally included

             in financial statements prepared in accordance with generally

             accepted accounting principles have been condensed or omitted

           pursuant to the rules and regulations of the Securities and

          Exchange Commission ("SEC"), although the Company believes

         that the disclosures are adequate to make the information

               presented not misleading.  It is suggested that these financial

             statements be read in conjunction with the year-end financial

            statements and notes thereto for the fiscal year ended March
31,                                                                             

             1998 included in the Company's  Annual Report on Form 10-K as

filed with the SEC.                             

       The accounting policies followed by the Company are set

          forth in the notes to the Company's consolidated financial

    statements as set forth in its Annual Report on Form

10-K as filed with the SEC.                     

    2.      The results of operations for the three and six months ended

        September 30, 1998 are not necessarily indicative of the

  results to be expected for the entire fiscal year.

3.      Inventories are summarized as follows:                  

                                        September 30, 1998        March 31, 1998

                Finished goods          $727,000                      $1,236,000

                Raw materials            263,000                         312,000

                Supplies and Packaging     379,000                       347,000

                              $1,369,000                  $1,895,000

-7-                                                                             

4.      Income (loss) per share of common stock was computed    

     by dividing net income (loss) by the weighted average

      number of common shares outstanding during the period.

    Basic and diluted per share amounts are the same for all

   periods, since the effect of stock options would be

       antidulutive or immaterial and therefore not taken into
consideration.  

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL       

   CONDITION AND RESULTS OF OPERATIONS

General                                                         

         The Company's conventional cheese products, which account

for substantially all of the Company's sales, are commodity     
items.                                                                          

The Company prices its conventional cheese products             
competitively                                                                   

with others in the industry, which pricing, since May 1998, is  

referenced to the Chicago Mercantile Exchange (and was formerly 

referenced to the Wisconsin Block Cheddar Market.) The price the

company pays for fluid milk is not determined until the month   
after                                                                           

its cheese has been sold.  While the Company generally can      
anticipate                                                                      

a change in the price of milk, it cannot anticipate the extent  

thereof.  By virtue of the pricing structure for its cheese and 
the                                                                             

competitive nature of the marketplace, the Company cannot       
always                                                                          

pass along to the customer the changes in the cost of milk in   
the                                                                             

price of its conventional cheese.  As a consequence thereof,    
the                                                                             

Company's gross profit margin for such cheese is subject to     

fluctuation, which fluctuation, however slight, can have a      

significant effect on the Company's profitability. The Company  
is                                                                              

unable to predict any future increase or decrease in the prices 
on                                                                              

the Chicago Mercantile Exchange as such markets are subject to  

fluctuation based on factors and commodity markets outside of   
the                                                                             

control of the Company.  Although the cost of fluid milk does   
tend                                                                            

to move correspondingly with the prices on the Chicago          
Mercantile                                                                      

Exchange, the extent of such movement and the timing thereof is 

also not predictable as it is subject to government control and 

support.  As a result of these factors, the Company is unable   
to                                                                              

predict pricing trends.                                         

Three months ended September 30, 1998 compared to three months  

ended September 30, 1997                                        

   Sales for the three months ended September 30, 1998

increased to $11,988,000 from $8,252,000 for the comparable     

period in 1997, an increase of $3,736,000 (or 45.3%).           

Approximately $2,006,000 (or 53.7%) of such increase was due    

to a increase in the number of pounds of cheese sold and        

approximately $1,730,000 (or 46.3%) of such increase was due    

to an increase in the average selling price for cheese.         

                   -8-

The volume increase was due to increased demand in the          

commodity markets. The increase in average selling price was    
the                                                                             

result of an increase in block cheddar market prices resulting  
in                                                                              

a higher selling price per pound of cheese.                     

          Cost of sales and gross profit margin for the three months

ended September 30, 1998 were $11,246,000 (or 93.8% of sales)   
and                                                                             

and $742,000 (or 6.2% of sales), respectively, compared to a    
cost                                                                            

of sales and gross profit margin of $8,018,000 (or 97.2% of     
sales)                                                                          

and $234,000 (or 2.8% of sales), respectively, for the          

comparable period in 1997.  The decrease in cost of sales and   

corresponding increase in gross profit margin (as a percentage  
of                                                                              

sales), in 1998 as compared to 1997 was primarily due to an     
increase                                                                        

in the Company's average selling price, a decrease in the       
Company's                                                                       

cost of raw materials (as a percentage of selling price) and    
the                   application of fixed overhead to higher unit sales volume.

          Selling, general and administrative expenses for the three

months ended September 30, 1998 amounted to $587,000 (or 4.9%   
of sales)                                                                       

compared to $564,000 (or 6.8% of sales) for the comparable      
period                                                                          

in 1997.  The decrease in selling, general, and administrative  

expenses as a percentage of sales was primarily due to the      
expanded                sales in the period without a corresponding increase    
in general                                                                      

and administrative expenses.                                    

         Interest expense for the three months ended September 30,

1998 amounted to $133,000 compared to $131,000 for the three    
months                                                                          

ended September 30, 1997.                                       

       Charges for federal income taxes in 1998 were offset by

decreases in the valuation allowance for the three months ended 

September 30, 1998.  Credits for income taxes were offset by    

increases in the valuation allowances for the three months ended

September 30, 1997.  Because of these offsets no provision for  

income taxes was required in these periods.  Such amounts are   

re-evaluated each quarter based on the results of operations.   

        The Company's net income of $28,000 for the three months

ended September 30, 1998 represents an improvement of $471,000  

from the net loss of $443,000 for the comparable period in      

1997.  The primary factors contributing to these changes are    

discussed above.                                                

Six months ended September 30, 1998 compared to six months      

September 30, 1997                                              

 Sales for the six months ended September 30, 1998

increased to $21,536,000 from $16,627,000 for the comparable    

period in 1997, an increase of $4,909,000 (or 29.5%).           

Approximately $2,369,000 (48.3%) of such increase was due to    

an increase in the number of pounds of cheese sold and          

approximately $2,540,000 (or 51.7%) of such an increase was due 

                   -9-

to an increase in the average selling price for cheese.  The    

volume increase was due to increased demand in the commodity    

markets.  The increase in average selling price was the result  

of an increase block cheddar market prices resulting in a       
higher                                                                          

selling price per pound of cheese.                              

        Cost of sales and gross profit margin for the six months

ended September 30, 1998 were $20,043,000 (or 93.1% of sales)   

and $1,493,000 (or 6.9% of sales), respectively, compared to a  
cost                                                                            

of sales and gross profit margin of $16,359,000 (or 98.4% of    
sales)                                                                          

and $268,000 (or 1.6% of sales), respectively, for the          

comparable period in 1997.  The increase in the gross profit    
margin                                                                          

for 1998 (as a percentage of sales) was primarily due to an     
increase                                                                        

in the Company's average selling price, a decrease in the       
Company's                                                                       

cost of raw materials (as a percentage of selling price) and    
the                   application of fixed overhead to higher unit sales volume.

        Selling, general and administrative expenses for the six

months ended September 30, 1998 amounted to $ 1,170,000 (or     
5.4%                                                                            

of sales) compared  to $1,062,000 (or 6.4% of sales) for        

the comparable period in 1997.  The decrease of selling,        

general and administrative expenses as a percentage of sales    
was                                                                             

primarily due to the expanding sales in the period without a    

corresponding increase in general and administrative expenses.  

       Interest expense for the six months ended September 30,

1998 amounted to $259,000 compared to $235,000 for the six      

months ended September 30, 1997.  This increase is the result   

of increased borrowings due to the addition of new plant        

production equipment and higher revolving credit line usage.    

       The 1998 and 1997 provisions for income taxes of $1,000

and $2,000 respectively, results primarily from provision for   

state tax at statutory rates.  Charges for federal income taxes 

in 1998 were offset by decreases in the valuation allowance for 

the six months ended September 30, 1998.  Credits for income    

taxes were offset by increases in the valuation allowances for  

the six months ended September 30, 1997.  Such amounts are      

re-evaluated each quarter based on the results of operations.   

            The Company's net income of $81,000 for the six months ended

September 30, 1998 represents an improvement of $1,065,000      

from the net loss of $984,000 for the comparable period in      

1997.  The primary factors contributing to these changes are    

discussed above.                                                

                    -10-

Liquidity and Capital Resources                                 

     At September 30, 1998 the Company had working capital

of ($2,108,000) as compared to working capital of $1,282,000    

at March 31, 1998.  This decrease is due to the scheduled       

maturity of the Company's revolving credit line which is        

currently May 1999 and its consequent reclassification as a     

current liability.  The Company's revolving bank line of credit 

is available for the Company's working capital requirements.    

       At September 30, 1998, $3,306,000 was outstanding under

such revolving line of credit and $874,000 was available for    

additional borrowing at that time (based on the inventory and   

receivable formula).  Advances under this facility are limited  

to 50% of inventory and 80% of receivables.  The rate of        
interest                                                                        

on amounts borrowed against the revolving credit facility is    

prime plus 1%.  A .25% annual unused line fee is also charged on

this facility.  The agreement contains various restrictive      

convenants the most significant of which relates to limitations 

on capital expenditures ($1,000,000 annually outside of those   

financed with the lender under its term loan facility).  This   

loan is cross collateralized with other loans from the lender   
and                                                                             

secured by substantially all of the Company's assets, including 

accounts receivable, inventory and equipment.  The Company      
intends                                                                         

to continue to utilize this line of credit as needed for        
operations.                                                                     

           On June 17, 1994 the Company entered into an agreement with

Chittenden Bank for a $2,000,000 five year term loan which      

requires monthly principal and interest payments based upon     

a ten year amortization, except that interest payments only     

were required to be made through December 1994.  Interest was   

at the prime lending rate plus 1.25%.  A major portion of the   

proceeds of the loan was used to complete the renovation of     

the Company's waste treatment facility in Vermont.  The balance 

was used to refinance certain of its existing loans. The        
interest rate         on this facility was reduced to prime plus                
1% in June, 1996.                                                               

       In June, 1996 Chittenden Bank entered into an agreement

with the Company to provide an additional term loan of up to    

$1,000,000 for the financing of equipment and capital           

improvements.  Interest is at the prime lending rate plus 1%.   

At September 30, 1998, $174,000 was outstanding.                

                    -11-

           As of July 8, 1998, the revolving credit loan and the other

loans with the bank were modified due to the Company's 1998     
losses.                                                                         

The modifications among other things includes the reduction of  

the capital expenditure line to $924,000, the reduction of          
the                                                                             

revolving credit line to $4,250,000, interest rates on all      
loans with              the bank has increased to prime plus 1.5% effective     
September 1, 1998               and increased .25% the first of every month     
thereafter, until the           interest rate reaches prime plus 2.50%.         
The Company does not believe            that this will have a material          
effect on the operations of the                                                 

Company.  The Company believes that it will be able to          
negotiate a             better rate and extend the maturity of its              
revolving credit line with                                                      

its current lender, however there can be no assurances as to    

whether such negotiations will be successful.                   

        During the year ended March 31, 1996 the Company entered

into an agreement pursuant to which a supplier agreed to provide

an equipment loan to be converted to a term note in the amount  

of $500,000 upon completion of additional borrowings.  The      

$500,000 loan, secured by equipment, was fully funded and       

beginning November 1, 1996, 84 monthly payments including       

interest at 6% commenced.                                       

      The Company's major source of external working capital

financing has been and is currently the revolving line of       

credit.  For the foreseeable future the Company believes that   

its current assets and its existing lines of credit             

will continue to represent the Company's major source of        

working capital financing besides income generated from         

operations.                                                     

     For the six months ended September 30, 1998 cash used

by operating activities was $122,000.  In addition to income    

from operations a decrease in inventories of $526,000, an       

increase in accounts payable of $699,000 and an increase in     

accrued expenses of $30,000 provided cash.  An increase in      

accounts receivable of $1,630,000 and an increase in prepaid    

expenses and other assets of $48,000 used cash in the period.   

      Net cash provided by financing activities proceeds was
$267,000                for the six months ended September 30, 1998.  Net       
proceeds from the                                                               

revolving credit loan in the amount of $359,000 provided cash.  

Repayment of long-term debt obligations in the amount of $92,000

utilized cash in the period.                                    

          Net cash used by investing activities was $562,000 for the

six months ended September 30, 1998.  This was the result of    
the                                                                             

purchase of manufacturing equipment in the period.              

                    -12-

        The Company estimates that based upon its current plans,

its resources, including revenues from operations and           
utilization                                                                     

of its existing credit lines, will be sufficient to meet its    

anticipated needs for at least 12 months.                       

Year 2000 Issue                                                 

             The Company has assessed the potential issues associated with

the    year 2000 and believes that its costs to address such  
issues                                                                          

would not be material.  The Company anticipates that all of its 
                   operating systems are or will shortly be Year 2000 compliant.
The            Company also believes that costs or consequences of an         
incomplete or           untimely resolution would not result in the             
occurrence of a material                event or uncertainty reasonably         
likely to have a material adverse               effect on the Company.          
However, the Company has not determined                                         

whether its principal suppliers and customers are year 2000     
compliant.              In the event any of the Company's principal             
suppliers and customers                                                         

are not year 2000 compliant it may have a material adverse      
effect on                                                                       

the Company.                                                    

Safe Harbor Statement                                           

    "Safe Harbor" statement under the Private Securities
Litigation              Reform Act of 1995.  The statements which are not       
historical facts                                                                

contained in this 10 Q Report are forward-looking statements    
                        that involve risks and uncertainties, including, but not
limited to                                                                      

the Company's relative success in improving its margins and the 
                       uncertainties inherent in the pricing  of cheese on the
Chicago                                                                         

Mercanitle Exchange upon which the Company's prices are based.  

Additional risks and uncertainties include variances in the     
demand                                                                          

for the Company's products due to customer developments and     
industry                                                                        

developments, as well as variances in milk costs to produce such

products including normal volatility with costs.  As a result,  
in                                                                              

the Company's actual financial results could differ materially  
from                                                                            

the results estimated by, forcasted by, or implied by the       
Company in              such forward-looking statements.                        

PART II- OTHER INFORMATION                                                      

Item 6. Exhibits and Reports on Form 8-K                        

  (b)             There were no reports on Form 8-K filed during the

  three months ended September 30, 1998.

                    -13-

SIGNATURES                                                                      

       Pursuant to the requirements of the Securities Exchange

Act of 1934, the registrant has duly caused this report to      

be signed on its behalf by the undersigned thereunto duly       

authorized.                                                     

November 9, 1998                                                

   Lucille Farms, Inc.

(Registrant)

                    By:/s/ Alfonso Falivene_______
Alfonso Falivene,                                                               

                                           President (Duly Authorized Officer)

                                   By:/s/Stephen M. Katz________      Stephen M.
Katz,                                                                           

                              Vice President-Finance

                          and Administration

                                     (Principal Financial Officer)

                    -14-

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10QSB/A’ Filing		Date		Other Filings
Filed on:		11/12/98
		11/9/98		10-Q
		11/3/98
For Period End:		9/30/98		10-Q,  10-Q/A
		9/1/98
		7/8/98
		3/31/98		10-K,  NT 10-K
		9/30/97		10-Q,  10-Q/A
		11/1/96
		3/31/96
		6/17/94
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