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Universal Insurance Holdings, Inc. – ‘10QSB/A’ for 1/31/98

As of:  Friday, 8/14/98   ·   For:  1/31/98   ·   Accession #:  898432-98-597   ·   File #:  0-20848

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/14/98  Universal Ins Holdings, Inc.      10QSB/A     1/31/98    1:26K                                    K&L Gates LLP/DC/FA

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       14     53K 


Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
2Item 1. Financial Statements
10Item 6. Management's Discussion And Analysis or Plan of Operation
13Item 1. Legal Proceedings
"Item 2. Changes in Securities
"Item 3. Defaults Upon Senior Securities
"Item 4. Submission of Matters to A Vote of Security Holders
"Item 5. Other Information
"Item 6. Exhibits and Reports on Form 8-K
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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 - QSB (Amendment No. 3) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to ______________ Commission File Number 0-20848 UNIVERSAL HEIGHTS, INC. (Name of small business issuer in its charter) Delaware 65-0231984 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2875 N.E. 191 Street Suite 400A Miami, Florida 33180 (Address of principal executive offices) (Zip Code) Company's telephone number, including area code: (305)653-4274 Indicate by check mark whether the Company (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /X/ No / / Number of shares of the Common Stock of Universal Heights, Inc. issued and outstanding as of February 1, 1998: 14,677,604. Transitional Small Business Disclosure Format Yes / / No /X/
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UNIVERSAL HEIGHTS, INC. PART 1 - FINANCIAL INFORMATION Item 1. Financial Statements The following unaudited, condensed consolidated financial statements of the Company have been prepared in accordance with the instructions to Form 10-QSB and, therefore, omit or condense certain footnotes and other information normally included in financial statements prepared in accordance with generally accepted accounting principles. In the opinion of management, all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the financial information for the interim periods reported have been made. Results of operations for the nine months ended January 31, 1998 are not necessarily indicative of the results for the year ending April 30, 1998. UNIVERSAL HEIGHTS, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEET January 31, April 30, 1998 1997 (Unaudited) (Audited) ASSETS: Cash and cash equivalents $786,192 $35,269 Prepaid expense 275,000 2,502 Deposits 10,316 9,816 Assets from discontinued operations 29,814 592,367 Cash restricted for regulatory capitalization requirements 5,300,000 -- Other Assets 216,738 -- Total Current Assets $6,618,060 $639,954 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) CURRENT LIABILITIES: Accounts payable $948,079 $987,619 Accrued expenses 334,727 199,050 Due to related parties 399,444 305,678 Other 6,931 15,344 Total Current Liabilities $1,689,181 1,507,691 STOCKHOLDERS' EQUITY
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(DEFICIENCY): Cumulative preferred stock, $.01 per 1,387 1,387 value; 1,000,000 shares authorized; 138,640 shares issued and outstanding Common Stock, $.01 par value, 20,000,000 shares authorized 14,677,604 shares issued at January 31, 1997 and 3,229,442 at April 30, 1997 and outstanding 146,326 32,294 Additional paid-in capital 14,819,981 7,867,748 Accumulated deficit (10,037,915) (8,722,166) Subscriptions receivable -- (47,000) Total Stockholders' Equity (Deficiency) 4,929,779 (867,737) Total Liabilities and Stockholders' Equity (Deficiency) $ 6,618,960 $ 639,954 The accompanying notes to consolidated financial statements are an integral part of these statements.
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UNIVERSAL HEIGHTS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENT OF OPERATIONS FOR THE PERIOD ENDED JANUARY 31, 1998 [Enlarge/Download Table] Nine Months Ended Three Months Ended January 31, January 31, 1998 1997 1998 1997 OPERATING EXPENSES General and administrative $(727,290) $(608,462) $(81,184) $(197,996) LOSS FROM OPERATIONS (727,290) (608,462) (81,184) (197,996) OTHER INCOME & EXPENSES Interest income 54,667 925 54,667 -- Interest expense (5,122) (9,280) (2,133) (3,550) Total Other Income (Expense) 49,545 (8,355) 52,534 (3,550) LOSS FROM CONTINUING OPERATIONS (677,745) (616,817) (28,650) (201,546) DISCONTINUED OPERATIONS: Loss from operations and disposal of Sports Novelty and Souvenir (637,877) (73,660) (479,153) (41,002) NET LOSS $(1,315,622) $(690,477) $(507,803) $(242,548) LOSS PER COMMON SHARES: Basic Loss from continuing operations $(0.12) $(0.21) $0.01 $(0.07) Loss from discontinued operations (0.11) (0.02) (0.05) (0.01) NET LOSS $(0.23) $(0.23) $(0.06) $(0.08) WEIGHTED AVERAGE NUMBER OF COMMON SHARES 5,637,000 2,968,000 9,028,000 3,220,000 The accompanying notes to consolidated financial statements are an integral part of these statements.
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UNIVERSAL HEIGHTS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited) Nine Months Ended January 31, 1998 1997 CASH FLOWS FROM OPERATING ACTIVITIES: CONTINUING OPERATION: Net loss from continuing operations $(677,745) $(616,817) Adjustments to reconcile net loss from continuing operations to net cash used in continuing operations: Stock issued for services 184,201 -- Interest on convertible debt -- -- Change in assets and liabilities: Decrease in deposits -- -- Net cash used in continuing operations (493,544) (616,817) DISCONTINUED OPERATIONS: Loss from discontinued operations (637,877) (73,660) Adjustments to reconcile loss from discontinued operations to net cash used in discontinued operations: Stock issued for services 88,750 (20,034) Depreciation and amortization 35,752 -- Provision for doubtful accounts -- 86,207 Write down of inventories to net realizable value 138,324 -- Loss on disposal of property, equipment and patents 250,257 -- Change in assets and liabilities: (Increase) decrease in: Accounts receivable -- 70,282 Inventories 140,198 (11,390) Other current assets (427,741) (113,366) Increase in: Accounts payable and accrued expenses 235,528 1,660 Net cash provided by (used in) discontinued operations (176,809) (60,301) Net cash used in operating activities 670,353) (677,118) CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property and equipment -- (7,647) Acquisition of patents and trademarks -- 13,773
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Acquisition of businesses -- -- Deposit for regulatory capitalization requirements (5,300,000) -- Net cash used in investing activities (5,300,000) 6,086 The accompanying notes to consolidated financial statements are in integral part of these statements.
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UNIVERSAL HEIGHTS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENT OF CASH FLOW (Continued) (Unaudited) Nine Months Ended January 31, January 31, 1998 1997 CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of common stock 6,717,189 460,000 Net repayments under line of credit -- -- Advances from stockholders 12,500 191,796 Issuance of related party loans -- -- Repayment of loans payable -- -- Payment on capital lease obligations (8,413) (9,594) Net cash provided by financing activities 6,721,276 642,202 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 750,923 (28,830) CASH AND CASH EQUIVALENTS, Beginning of Period 35,269 30,337 CASH AND CASH EQUIVALENTS, End of Period $786,192 $1,507 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Interest paid $4,155 $8,831 SUPPLEMENTAL NONCASH FINANCING AND INVESTING ACTIVITIES Common stock issued in exchange for debt $58,125 $259,767 Common stock issued in exchange for services $206,951 $288,300 Common stock issued in exchange for acquisitions $-- $735,728 Write-off of fully depreciated fixed assets: $184,447 $510,524 The accompanying notes to consolidated financial statements are in integral part of these statements.
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UNIVERSAL HEIGHTS, INC. NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS January 31, 1998 (Unaudited) NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES The accompanying consolidated financial statements include the accounts of Universal Heights, Inc. ("Company") and its wholly-owned subsidiary, Universal Property & Casualty Insurance Company ("UPCIC"). All intercompany accounts and transactions have been eliminated in consolidation. UPCIC's application to become a Florida licensed property and casualty insurance company was filed in May 1997 with the Florida Department of Insurance and approved on October 29, 1997. In 1998, the subsidiary began operation through the acquisition of homeowner insurance policies issued by the Florida Residential Property and Casualty Joint Underwriting Association ("JUA"). The JUA was established in 1992 as a temporary measure to provide insurance coverage for individuals who could not obtain coverage from private carriers because of the impact on the private insurance market of Hurricane Andrew in 1992. Rather than serving as a temporary source of emergency insurance coverage as was originally intended, the JUA has become a major provider of original and renewal insurance coverage of Florida residents. In an attempt to reduce the number of policies in the JUA, and thus the exposure of the program to liability, the Florida legislature has approved a number of initiatives to depopulate the JUA, which to date has resulted in policies being acquired by private insurers and provides additional incentives to private insurance companies to acquire policies from the JUA. On December 4, 1997, the Company raised approximately $6,700,000 in a private offering with various institutional and/or otherwise accredited investors pursuant to which the Company issued, in the aggregate, 11,208,996 shares of its Common Stock at a price of $.60 per share. The proceeds of this transaction are being used partially for working capital purposes and to meet the minimum regulatory capitalization requirements ($5,300,000) required by the Florida Department of Insurance to engage in this type of homeowners insurance company business. The consolidated balance sheet of Universal Heights, Inc. and Subsidiary (the "Company"), as of January 31, 1998, and the related consolidated statements of operations and cash flows for the period ended January 31, 1998 and 1997 are unaudited. The consolidated balance sheet as of April 30, 1997 has been derived from audited financial statements. The consolidated financial statements should be read in conjunction with the audited financial statement and footnotes of the year ended April 30, 1997, included in the Company's report on Form 10-KSB.
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The interim financial statement reflects all adjustments (consisting of only normal and recurring accruals and adjustments) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. The Company's operating results for any particular interim period may not be indicative of results for the full year. Certain reclassifications have been made in the 1997 financial statements to conform them to and make them consistent with the presentation used in the 1998 financial statements. On March 10, 1998, the Company made a decision to change its accounting fiscal year end from April 30 to December 31. NOTE 2 - ISSUANCE OF STOCK On January 14, 1998, the Company agreed to issue 45,000 shares of Common Stock of the Company at a price of $1.00 per share to Sherman and Fischman, P.A. with whom the Company has had an ongoing professional relationship, in consideration for services previously rendered to the Company. These shares were not issued until March 1998. The Company also issued 600,000 warrants on January 16, 1998 to purchase common stock at $1.00 per share, the quoted market value. These warrants were issued for accrued legal services which were valued at $60,000. In addition, pursuant to an investment banking agreement dated December 24, 1997 between the Company and Hermitage Capital Corp. ("Hermitage"), the Company agreed to issue 200,000 warrants to purchase shares of Common Stock to Hermitage at an exercise price of $.75 per share and have been valued at $.35 per share using a Black-Scholes formula and is being amortized over twelve months. The issuance of shares of Common Stock and warrants to purchase Common Stock in each of the above transactions were issued pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended. NOTE 3 - DISCONTINUED OPERATIONS As of April 30, 1997, the Company ceased all marketing efforts of its core souvenir business and sports related products and at the time, estimated the loss on disposed of inventories and patents at approximately $1,388,000. Subsequently, management's efforts were spent on raising capital for its new insurance business and was unable to close out the inventory and patents for the expected realizable amounts. In February 1998, the Company determined that its efforts to commence and coordinate the insurance activity would be more beneficial to the Company and abandoned its efforts to pursue further recoveries of its former business. Management disposed of its sports-related products inventory at closeout prices resulting in losses of an additional $280,000. In addition, recovery of the remainder of the patents could result in litigation. Accordingly, all remaining costs attributable to this $200,000 have been currently written off and the Company has provided for additional costs of approximately $158,000 related to its discontinued operations.
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NOTE 4 - RECENTLY ADOPTED ACCOUNTING STANDARDS In June 1997, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 130, REPORTING COMPREHENSIVE INCOME, which establishes standards for reporting and displaying comprehensive income and its components (revenues, expenses, gains and losses) in financial statements. In addition, SFAS No. 130 requires the Company to classify items of other comprehensive income by their nature in a separate financial statement or as a component of the statement of operations or the statement of shareholders' equity and display the accumulated balance of other comprehensive income separately in the shareholders' equity section of the consolidated balance sheets. The Company adopted SFAS No. 130 on January 1, 1998 as required. In the future, if the Company accumulates an investment portfolio and has unrealized holding gains or losses, other comprehensive income will be reported pursuant to FAS 130. Also, in June 1997, the FASB issued SFAS No. 131, DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION. SFAS No. 131 establishes reporting standards for public companies concerning annual and interim financial statements of their operating segments and related information. Operating segments are components of a company about which separate financial information is available that is regularly evaluated by the chief operating decision maker(s) in deciding how to allocate resources and assess performance. The standard set criteria for reporting disclosures about a company's products and services, geographic areas and major customers. Item 6. Management's Discussion And Analysis or Plan of Operation The following discussion and analysis of the Company's consolidated financial condition and results of operations should be read in conjunction with the Company's Condensed Consolidated Financial Statements and Notes thereto. This document may contain forward-looking statements that involve risks and uncertainties. The Company's actual results may differ significantly from the results discussed in the forward-looking statements. OVERVIEW As previously disclosed in the Company's annual report on Form 10-KSB for the year ended April 30, 1997 ("Annual Report") filed with the Securities and Exchange Commission on August 13, 1997 and as amended on October 14, 1997, the Company has begun to implement its plan to become a financial services company and, through its wholly-owned insurance subsidiary, Universal Property & Casualty Company ("UPCIC"), has positioned itself to take advantage of what management believes to be profitable business and growth opportunities in the marketplace. On October 29, 1997, the Florida Department of Insurance ("DOI") approved the Company's application for a permit to organize UPCIC as a domestic insurance company in the State of Florida. On December 4, 1997, the Company raised approximately $6.72 million in a private offering with various institutional and/or otherwise accredited investors pursuant to which the Company issued, in the aggregate, 11,208,996 shares of its Common Stock at a price of $.60 per share ("Private Offering"). The proceeds of the Private Offering have been used to meet the minimum regulatory capitalization
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requirements ($5,300,000) required by the DOI to obtain an insurance company license and for general working capital purposes. UPCIC received a license to engage in underwriting homeowners insurance in the state of Florida on December 31, 1997. The Florida Department of Insurance requires applicants to have a minimum capitalization of $5.3 million to be eligible to operate as an insurance company in the state of Florida. Upon being issued an insurance license, companies must maintain capitalization of at least $4 million. If an insurance company's capitalization falls below $4 million, then the company will be deemed out of compliance with DOI requirements, which could result in revocation of the participant's license to operate as an insurance company in the state of Florida. The Company's insurance subsidiary will maintain a separate account to hold the minimum continued capitalization required. The Company intends to continue to devote its efforts to the business plan for UPCIC and has entered into agreement with the JUA whereby since February 1998 UPCIC has assumed and is currently servicing over 28,000 policies. These policies, if renewed, represent approximately $26,000,000 in estimated annual gross direct written premium revenues. In addition, UPCIC has received approximately $89 per policy in bonus incentive money paid to UPCIC by the JUA for assuming the policies. The bonus money must be maintained in an escrow account for 3 years. UPCIC must maintain the policies from the JUA for the 3 year period at which point UPCIC will receive the bonus money. SEASONALITY Sales of the Company's novelty and souvenir products were correlated with the visibility of the various proprietary marks and their owners. The Company has not determined the level of seasonality, if any, in the insurance business. The Company believes that its earnings have the most potential to be effected negatively during the hurricane windstorm season that begins June 1, 1998, and ends November 30, 1998. FINANCIAL CONDITION Cash, cash equivalents and cash restricted for regulatory requirements at January 31, 1998 were $6,086,192 as compared with $35,269 at April 30, 1997. The increase is primarily the result of $6,725,380 capital raised in the Private Offering. Due to related parties at January 31, 1998 was $399,444 as compared to $305,678 at April 30, 1997. The increase is due to Deferred Salary to the President. The Company expects that the proceeds from the Private Offering will be sufficient to finance its proposed plan of operations for the next twelve months. The primary use of the Private Offering was to provide restricted cash needed for the JUA. UPCIC believes in the short-term it will continue to be able to obtain additional policies from the JUA and continue to receive incentive bonuses.
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UPCIC currently has obtained approximately 28,000 policies from the JUA and the JUA has granted UPCIC approval to receive up to 30,000 policies. UPCIC expects to obtain most, if not all, of the 30,000 policies for which it has been granted approval to receive under the JUA program. UPCIC believes that this base of insurance business will provide opportunities for UPCIC to solicit renewals of premiums in future periods which, if obtained, would allow UPCIC to develop its insurance business beyond the next twelve months. Although there is no assurance that customers will renew their policies, UPCIC plans to negotiate with insurance agents that will write business in connection with the JUA policies in an effort to obtain policy renewals. UPCIC also expects to establish relationships with insurance agents outside of the JUA program to write new business. To continue to grow its insurance operations, UPCIC can also obtain policies in the open market and, upon achieving certain additional capitalization requirements, UPCIC may request permission from the JUA and the DOI to increase the number of policies that UPCIC can obtain under the JUA program. To date UPCIC has not sold policies in the open market; however, UPCIC expects to do so beginning in July 1998. In determining appropriate guidelines for such open market policy sales, UPCIC plans to employ standards similar to those used by UPCIC when selecting policies from the JUA. Results of Operations-- Nine Months Ended January 31, 1998 versus January 31, 1997 (including the three month period then ended) As of April 30, 1997, the Company ceased all marketing efforts of its souvenir business and sports related products and at the time, estimated the loss on disposed of inventories and patents at approximately $1,388,000. Subsequently, management's efforts were spent on raising capital for its new insurance business and was unable to close out the inventory and patents for the expected realized amounts. In February 1998, the Company determined that its efforts to commence and coordinate the insurance activity would be more beneficial to the Company and abandoned its efforts to pursue further recoveries of its former business. Management disposed of its remaining sports-related products inventory at closeout prices resulting in losses of an additional $280,000. In addition, recovery of the remainder of patents could result in litigation. Accordingly, all remaining costs attributable to this of $200,000 have been currently written off and the Company has provided for additional costs of approximately $158,000 related to its discontinued operations. The majority of these costs are reflected in the three months ended January 31, 1998. Other income increased as a result of interest income on the proceeds from the Company's private offering relating to the insurance business. During the three months ended January 31, 1998 the Company curtailed its administrative office costs.
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UNIVERSAL HEIGHTS, INC. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS On May 15, 1997, two former employees of the Company, Johnny Walker and Larry Martin filed a lawsuit against the Company in the Circuit Court for Pinellas County, Florida. The Plaintiffs asserted claims for an injunction and for damages for breach of an Asset Purchase Agreement. The Complaint also includes breach of employment agreements, breach of royalty agreements and other relief. In connection therewith, the Plaintiff's are demanding unpaid salaries amounting to approximately $130,000. The Company has negotiated a settlement with the Plaintiffs pursuant to which the Plaintiffs received exclusive use of certain patents and trademarks, the remaining inventory of weighted baseball gloves, and 10,000 shares of Common Stock, yet to be issued. ITEM 2. CHANGES IN SECURITIES Pursuant to an investment banking agreement dated December 24, 1997 between the Company and Hermitage Capital Corp. ("Hermitage"), the Company agreed to issue 200,000 warrants to purchase shares of Common Stock to Hermitage at an exercise price of $.75 per share. The warrants issued to Hermitage have been valued at $.35 per shares using a Black-Scholes formula and are being amortized over twelve months. Under the investment banking agreement, Hermitage agreed to provide the Company with certain investment banking and consulting activities with respect to institutional investors for a one year period in return for cash in the amount of $300,000 and the warrants. On January 14, 1998, the Company agreed to issue 45,000 shares of Common Stock of the Company at a price of $1.00 per share to Sherman and Fischman, P.A., with whom the Company has had an ongoing professional relationship, in consideration for services previously rendered to the Company. These shares were not issued until March 1998. The Company also issued 600,000 warrants to purchase common stock at $1.00 per share, the quoted market value, to an existing shareholder on January 16, 1998. The shares of Common Stock in each of the above issuance were issued pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K On March 13, 1998, the Company filed a current report on Form 8-K relating to the Company's change in fiscal year end from April 30 to December 31.
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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. UNIVERSAL HEIGHTS,INC. /s/ Bradley I. Meier ------------------------------------ BRADLEY I. MEIER, President DATE: August __, 1998

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘10QSB/A’ Filing    Date First  Last      Other Filings
11/30/9811
Filed on:8/14/9810QSB/A,  DEF 14C
6/1/9811
4/30/982
3/13/98138-K
3/10/98910KSB/A,  8-K
2/1/981
For Period End:1/31/9811210QSB,  10QSB/A,  NT 10-Q
1/16/98913
1/14/98913
1/1/981010KSB
12/31/971110KSB/A,  DEF 14C
12/24/97913
12/4/97810
10/29/97810
10/14/971010KSB/A,  10QSB/A
8/13/971010KSB
5/15/9713
4/30/9731210KSB,  10KSB/A,  NT 10-K
1/31/9731210QSB
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