Westower Corp · 10KSB/A · For 2/28/98

Filed On 10/15/98   ·   SEC File 1-13491   ·   Accession Number 1036050-98-1703

Amendment to Annual Report -- Small Business   ·   Form 10-KSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB/A     Amendment No. 2 to Form 10-Ksb/A for Westower          8     56K 

Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549 

FORM 10-KSB/A-2 

(AMENDMENT NO. 2) 

FOR THE ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE 
SECURITIES EXCHANGE ACT OF 1934 
(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 

[_] 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 1-132963 

WESTOWER CORPORATION  
(Name of small business issuer in its charter)  

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            WASHINGTON                                  91-1825860            
  (State or other jurisdiction of         (I.R.S. Employer Identification No.)
   incorporation or organization)                                             

         7001 NE 40TH AVE.,                                98661              
       VANCOUVER, WASHINGTON                             (Zip Code)           
(Address of principal executive offices)                                      

Issuer's telephone number:  (360) 750-9355  

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE EXCHANGE ACT:            

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Title of each class:                               Name of each exchange on
-------------------                                    which registered:   
                                                   ------------------------
                                                                           
Units (consisting of one share and one warrant)    American Stock Exchange 
Common Stock, $.01 par value                       American Stock Exchange 
Redeemable Common Stock Purchase Warrants          American Stock Exchange 

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE EXCHANGE ACT:  NONE      

Check whether the issuer (1) filed all reports required to be filed by Section  
13 or 15(d) of the Exchange Act 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 
/ /                                                                             

Check if there is no disclosure of delinquent filers in response to Item 405 of 
Regulation S-B contained in this Form 10-KSB, and no disclosure will be         
contained, to the best of registrant's knowledge, in definitive proxy or        
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.  / /                                      

The issuer's revenues for its most recent fiscal year were $23,183,000.         

The approximate aggregate market value of voting stock held by non-affiliates,  
computed by reference to the price at which the stock was sold, or the average  
bid and ask prices of such stock, as of October 1, 1998 was $21.50. The number  
of shares of common stock outstanding as of October 1, 1998, was 6,901,359.     

Purpose of Amendment:  to include Items 9, 10, 11 and 12.                       

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PART I

ITEMS 1 THROUGH 4 - Responses to these Items have been previously provided and  
therefore have been omitted herein.                                             

PART II 

ITEMS 5 THROUGH 8 - Responses to these Items have been previously provided and  
therefore have been omitted herein.                                             

PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;          
----------------------------------------------------------------------          
Compliance with Section 16(a) of the Exchange Act                               
-------------------------------------------------                               

MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS                                                

The following table sets forth the names, positions and ages of the Company's   
directors and executive officers as of October 1, 1998:                         

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         NAME           AGE                   POSITION                 
----------------------  ---  ------------------------------------------
                                                                       
Calvin J. Payne          46  Chairman of the Board and                 
                             Chief Executive Officer                   

S. Roy Jeffrey           51  Chief Operating Officer and Director      

Michael J. Anderson      47  Senior Vice President and Director        

Peter Lucas              44  Chief Financial Officer and Director      

Ronald P. Erickson       53  Director                                  

Robert A. Shuey, III     44  Director                                  

Donald A. Harris         45  Director                                  

Seth Buechley            27  Vice President and Director               


CALVIN J. PAYNE is a co-founder of the Company. Since its inception in
1990, Mr. Payne has managed the Company's growth in his capacity as a director, 
officer and chief engineer. Mr. Payne has 22 years of experience in all aspects 
of the construction of steel communication towers. He was a construction worker 
and rigger in 1975, a field engineer in 1978, a design engineer in 1979,        
engineering manager in charge of a tower company's Australian operations in     
1983, and chief engineer of the same company's domestic operations in 1988. Mr. 
Payne has engineered over 600 towers, including a 1470 foot tower in Florida    
designed to withstand hurricane winds. Mr. Payne won a design award for a steel 
tower erected on a mountain-top site near the Alaskan-Canadian border that was  
completely enclosed in fiberglass to shield the tower and antenna from wind and 
ice. Mr. Payne has assisted in the writing of design standards for communication
towers in the United States, Canada, and Australia. He received a degree in     
civil engineering from the University of British Columbia in 1978 and an MBA    
from the University of Western Australia in 1985. Mr. Payne has been a member of
the Company's Board of Directors (the "Board") since its inception.             

     S. ROY JEFFREY is a co-founder of the Company. Since its inception in 1990,
Mr. Jeffrey has managed the Company's growth in his capacity as a director,     
officer, and Chief Operating Officer. Mr. Jeffrey has 25 years experience in all
aspects of the supply and installation of communication towers and equipment.   
Mr. Jeffrey was employed by a privately held communications company from 1972 to
1990, when he left to co-found the Company. He started as a high steel rigger,  
was promoted to field supervisor and then promoted to branch manager where he   
was responsible for as many as 36 office and field employees. Mr. Jeffrey       
supervised or managed the supply and installation of towers in the United       
States, Canada, the Caribbean, Australia, and the Middle East. Mr. Jeffrey has  
managed all aspects of communication site construction including permit         
applications, surveys, road-building, foundations, and the supply and           
installation of buildings, towers,                                              

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antennas and transmission lines. Mr. Jeffrey has extensive experience in rigging
tall towers. Mr. Jeffrey has been a member of the Board since its inception.    

    PETER LUCAS became Chief Financial Officer in April 1997 and was appointed
to the Board in June 1997. From August 1995 to April 1997, Mr. Lucas served as  
Chief Financial Officer of Cotton Valley Resources Corporation, a Dallas-based  
public oil and gas company. From May 1992 to July 1995, he served as Chief      
Financial Officer of Canmax Inc., a Dallas-based public company that develops   
software for gas stations and convenience stores. Mr. Lucas is a member of the  
Canadian Institute of Chartered Accountants. He received his professional       
training at Coopers & Lybrand, which he left in 1984 to form his own tax        
practice. Six years later, Mr. Lucas's practice merged with Coopers & Lybrand,  
with whom he was a partner until 1992. Mr. Lucas passed the AICPA reciprocity   
examination in 1993 and is experienced in domestic taxation, accounting and     
securities matters. He received a bachelor of commerce degree from the          
University of Alberta in 1978.                                                  

    RONALD P. ERICKSON was appointed a director by the Board in November 1997.
Mr. Erickson is a principal of GlobalVision, LLC, an international strategic    
consulting and corporate finance company, with which he has been associated     
since 1994. From 1984 to 1994, he was a director of Egghead Software, Inc., in  
which he was an original investor. From 1990 to July 1995, Mr. Erickson was a   
principal of Rutkowski, Erickson and Scott, a consulting firm which assisted    
small emerging growth companies. From 1990 to July 1996, Mr. Erickson was       
Chairman of the Board of Directors of Digital Data Networks, Inc. Mr. Erickson  
received his B.A. in history from Central Washington University, his M.A. in    
American Studies from the University of Wyoming and his J.D. from the University
of Denver.                                                                      

    ROBERT A. SHUEY III was also appointed a director by the Board in November
1997.  Mr. Shuey is Chief Executive Officer of Tejas Securities Group, Inc.     
("Tejas"), the lead underwriter in the Company's initial public offering, which 
took place on October 14, 1998 (the "Initial Public Offering"). Mr. Shuey has   
been associated with Tejas since July 1997.  He has been in the investment      
banking business for more than five years: with National Securities Corporation 
from September 1996 until August 1997; with LaJolla Securities Corporation from 
April 1995 until August 1996; with Dillon Gage Securities Corporation from      
January 1994 until April 1995; and with Dickinson & Co. from March 1993 to      
December 1993.  Mr. Shuey is a member of the Board of Directors of EuroMed,     
Inc., AutoBond Corporation and Transnational Financial Corporation.  Mr. Shuey  
is a graduate of Babson College with a degree in Economics and Finance.         

     MICHAEL J. ANDERSON was appointed a director by the Board in May 1998, upon
consummation of the acquisition by the Company of MJA Communications Corp.      
("MJA"), a company founded by Mr. Anderson.  In 1979, Mr. Anderson founded M.J. 
Anderson Construction Corporation, a multi-state general contractor that designs
and builds hotels, medical facilities and general commercial structures.  Mr.   
Anderson received a bachelor's degree in construction management from the       
University of Florida in 1974.                                                  

 DONALD A. HARRIS was appointed a director by the Board in January 1998.
Mr. Harris is currently the Chief Executive Officer of Ubiquitel LLC, which will
operate a wireless communications system in conjunction with a major wireless   
carrier.  Mr. Harris was President of Comcast Cellular Communications, Inc.,    
which operates in Pennsylvania, New Jersey and Delaware.  Previously, Mr. Harris
was Vice President and General Manager of Pactel Cellular.  Mr. Harris began his
career in the cellular communications industry as a consultant with McKinsey &  
Company.  He is a graduate of the United States Military Academy at West Point  
and holds an MBA from Columbia University.                                      

     SETH A. BUECHLEY was appointed a director by the Board in August 1998, upon
consummation of the acquisition by the Company of Cord Communications, Inc.     
("Cord"), a company co-founded by Mr. Buechley.  Mr. Buechley has worked at Cord
since its inception in 1988 and was instrumental in developing the technical    
services, Cordcomm electrical and professional services divisions.              

Directors of the Company are elected at each annual shareholders meeting.  The  
officers of the Company are elected annually by the Board.  Officers and        
directors hold office until their respective successors are elected and         
qualified or until the earlier of their resignation or removal.                 

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 

Section 16 of the Securities Exchange Act of 1934, as amended, and the rules    
promulgated thereunder (the "Exchange Act"), requires the Company's officers,   
directors, and holders of 10% or more of its outstanding common stock to file   
certain reports with the Securities and Exchange Commission. With reference to  
transactions during the last fiscal year, to the Company's knowledge, based     
solely on review of the copies of such reports furnished to the Company, the    
Company believes that the following person failed to file on a timely basis the 
following reports required by Section 16(a) of the Exchange Act. In connection  
with their election to the Board in November 1997, Messrs. Erickson and Shuey   
each received                                                                   

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options to purchase 10,000 shares of the Company's Common Stock, $.01 par value 
(the "Common Stock"). Neither gentleman filed the Form 3 to report such matters 
within 10 days of his election. In addition, neither gentleman has reported such
matters on the Form 5 for the last fiscal year. In connection with his election 
to the Board in January 1998, Mr. Harris received options to purchase 10,000    
shares of Common Stock. Mr. Harris did not file the Form 3 to report such       
matters within 10 days of his election. In addition, Mr. Harris did not report  
such matters on the Form 5 for the last fiscal year.                            

Item 10.  Executive Compensation                                                
--------------------------------                                                

The following table sets forth the compensation paid to the Company's President,
Calvin J. Payne, and to Peter Lucas, Chief Financial Officer (the "Named        
Executive Officers") for services rendered to the Company in all capacities for 
the fiscal years ended February 28, 1998, 1997, and 1996.                       

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                       SUMMARY COMPENSATION TABLE                                   

                                       ANNUAL COMPENSATION                          
NAME AND                             ------------------------            ALL OTHER  
PRINCIPAL POSITION            FISCAL YEAR     SALARY             BONUS  COMPENSATION
------------------            -----------     ------             -----  ------------
                                                                                    
Peter Lucas                February 28, 1998     $105,000          -0-       -      
Chief Financial Officer                                                             

Calvin J. Payne            February 28, 1998     $ 75,000          -0-       -      
Chief Executive Officer                                                             

                           February 29, 1997     $ 75,000     $437,780       -      
                           February 28, 1996     $ 70,000     $ 92,530       -      


Item 11. Security Ownership of Certain Beneficial Owners and Management.        
------------------------------------------------------------------------        

EMPLOYMENT AGREEMENTS                                                           

In connection with the acquisition of MJA on May 31, 1998, the Company entered  
into an employment agreement with Michael J. Anderson for a three year term     
ending in May 2001.  Pursuant to the terms of that employment agreement, Mr.    
Anderson has been elected Senior Vice President of the Company and Chairman and 
Chief Executive Officer of MJA.  Mr. Anderson is paid a base salary of $150,000 
per year and participates in the Company's bonus pool and incentive stock option
plan.                                                                           

In connection with the acquisition of Cord on August 31, 1998, the Company      
entered into an employment agreement with Seth A. Buechley for a two year term  
ending in August 2000.  Pursuant to the terms of that employment agreement, Mr. 
Buechley has been elected Vice President of the Company and Senior Vice         
President of Cord.  Mr. Buechley is paid a base salary of $120,000 per year and 
participates in the Company's bonus pool and incentive stock option plan.       

STOCK OPTION PLAN                                                               

The 1997 Stock Option Plan, as amended (the "1997 Stock Option Plan"), provides 
for the grant to employees, officers, directors, and consultants to the Company 
or any parent, subsidiary or affiliate of the Company, of up to 400,000 shares  
of Common Stock, subject to adjustment in the event of any subdivision,         
combination, or reclassification of shares. The 1997 Stock Option Plan will     
terminate in 2004. The 1997 Stock Option Plan is administered by the            
Compensation Committee of the Board (the "Committee"), which is composed        
entirely of directors who are "disinterested persons" as defined in Rule 16b-3  
of the Exchange Act. The 1997 Stock Option Plan provides for the grant of       
incentive stock options ("ISO's") within the meaning of Section 422 of the      
Internal Revenue Code of 1986, as amended, and non-qualified options at the     
discretion of the Board or the Committee. The exercise price of any option will 
not be less than the fair market value of the shares at the time the option is  
granted. The options granted are exercisable within the times or upon the events
determined by the Board or the Committee, as set forth at the time of grant, but
no option is exercisable beyond ten years from the date of grant. The Committee 
will determine whether each option is to be an ISO or non-qualified stock       
option, the number of shares, the exercise price, the period during which the   
option may be exercised, and any other terms and conditions of the option. The  

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holder of an option may pay the option price in (1) cash, (2) check, (3) other  
shares of the Company, (4) authorization for the Company to retain from the     
total number of shares to be issued that number of shares having a fair market  
value on the date of exercise equal to the exercise price for the total number  
of shares, (5) irrevocable instructions to a broker to deliver to the Company   
the amount of sale or loan proceeds required to pay the exercise price, (6)     
delivery of a subscription agreement for the shares which irrevocably obligates 
the option holder to take and pay for shares not more than 12 months after the  
date of the delivery of the subscription agreement, (7) any combination of the  
foregoing methods of payment, or (8) other consideration or method of payment   
for the issuance of shares as may be permitted under applicable law. The options
are nontransferable except by will or by the laws of descent and distribution.  
Upon dissolution, liquidation, merger, sale of stock or sale of substantially   
all assets, outstanding options, notwithstanding the terms of the grant, will   
become exercisable in full at least 10 days prior to the transaction. The 1997  
Stock Option Plan is subject to amendment or termination at any time and from   
time to time, subject to certain limitations.                                   

The following table sets forth information regarding exercised options and the  
value of unexercised options held by the Named Executive Officers and S. Roy    
Jeffrey as of the end of the last fiscal year.  No options were granted prior to
March 1, 1997.  In June 1997, the Company granted 132,000 options at an exercise
price of $8.25 and 24,000 options at an exercise price of $7.50 to certain key  
executives.                                                                     

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                           AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR                   
                                  AND FISCAL YEAR-END OPTION VALUES                          

                                                        Number of Securities                 
                                                       Underlying Unexercised                
                                                    Options at February 28, 1998     Value of
                 Shares Acquired                             Exercisable/         Exercisable
Name               on Exercise      Value Realized          Unexercisable             Options
----               -----------      --------------          -------------             -------
                                                                                             
Calvin J. Payne         -                 -                 39,000/68,000            $487,500
S. Roy Jeffrey          -                 -                 39,000/68,000             487,500
Peter Lucas             -                 -                 15,000/30,000             228,750


The Board has adopted, subject to shareholder approval, a new stock option plan,
the 1998 Stock Incentive Compensation Plan (the "1998 Plan"), which will allow  
for the grant of options to employees, officers and directors of, and           
consultants to, the Company of a number of shares equal in the aggregate to 10% 
of the Company's outstanding shares, subject to an overriding maximum of        
1,000,000 shares.  Other terms of the 1998 Plan are in all material respects    
identical to the 1997 Stock Option Plan.                                        

PRINCIPAL SHAREHOLDERS

The following table sets forth certain information as of October 1, 1998        
regarding the beneficial ownership of the Common Stock by (a) each person known 
by the Company to be a beneficial owner of more than 5% of the outstanding      
Common Stock, (b) each director of the Company, (c) each Named Executive        
Officer, and (d) all directors and executive officers of the Company as a group.
Unless otherwise indicated, each beneficial owner named below has sole          
investment and voting power with respect to the Common Stock shown below as     
beneficially owned by him.                                                      

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NAME AND ADDRESS OF BENEFICIAL OWNER                          SHARES OWNED                  
------------------------------------                          ------------                  
                                      NUMBER OF SHARES OWNED                PERCENTAGE OWNED
                                      ----------------------                ----------------

                                                                                            
Calvin J. Payne (1)                         1,096,500                            15.80      
Blaine, WA  98230                                                                           

S. Roy Jeffrey (2)                          1,096,500                            15.80      
18375 - 67 Avenue Surrey, British                                                           
Columbia  V3S 8E7                                                                           


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Walter Friesen (3)                        373,500   5.40
11208 N.E. 32 Avenue                                    
Vancouver, WA  98686                                    

Peter Jeffrey (4)                         856,000  12.37
Thorsby, Alberta, Canada  TOC 2PO                       

Michael J. Anderson (5)                   337,470   4.89
Palm Beach Gardens, Florida  33410                      

Peter Lucas (6)                            15,000     - 
670 South Pekin Road                                    
Woodland, Washington  98674                             

Robert A. Shuey, III (7)                  120,700   1.72
8214 Westchester, Suite 500                             
Dallas, Texas  75225                                    

Ronald P. Erickson (8)                     10,000     - 
1520 Eastlake Avenue # 210                              
Seattle, Washington  98102                              

Donald A. Harris (8)                       10,000     - 
130 Abrahams Lane                                       
St. Davids, Pennsylvania  19087                         

Bruce E. Toll (9)                         814,281  10.80
3101 Philmont Avenue                                    
Huntington Valley, Pennsylvania  19006                  

Tom T. Cunningham                         543,950   7.88
1818 Kersten Drive                                      
Houston, Texas 77043                                    

Seth A. Buechley                           70,651   1.02
17620 SW Chippewa Trail                                 
Tualatin, Oregon 97062                                  

Valdis V. Rundans (10)                    364,500   5.27
#14 - 26112 Township Road 511                           
Spruce Grove, Alberta  T7Y 1B6                          

All Executive Officers and Directors    2,756,821  38.64
        as a group (8 persons)                          


___________                                                                     
(1) Includes the following shares, beneficial ownership of which is disclaimed: 
  66,250 shares held by Mr. Payne's spouse and 925,000 held by the Calvin J.
 Payne Family Trust.  Also includes 39,000 shares subject to options which
may be exercised within 60 days of the date hereof.                     

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(2) Includes the following shares, beneficial ownership of which is disclaimed: 
 66,250 shares held by Mr. Jeffrey's spouse and 925,000 held by the S. Roy
   Jeffrey Family Trust.  Also includes 39,000 shares subject to options which
may be exercised within 60 days of the date hereof.                     

(3) Includes 21,000 shares subject to options which may be exercised within 60  
days from the date hereof.                                              

(4) Includes the following shares, beneficial ownership of which is disclaimed: 
   755,000 shares held by the Peter Jeffrey Family Trust. Also includes 21,000
shares subject to options which may be exercised within 60 days from the
date hereof.                                                            

(5) Includes 168,735 shares beneficially owned by Mr. Anderson's spouse.        

(6) Comprised entirely of shares subject to options which may be exercised      
within 60 days from the date hereof.                                    

(7) Comprised entirely of shares subject to options or warrants which may be    
exercised within 60 days from the date hereof.                          

(8) Comprised entirely of shares subject to options which may be exercised      
within 60 days from the date hereof.                                    

(9) Includes the following shares: 639,281 shares underlying the Senior         
  Subordinated Convertible Notes and warrants issued to BET Associates, L.P.
on June 1, 1998 and 10,000 shares held by the Bruce E. and Robbi S. Toll
Foundation.                                                             

(10)Includes the following shares, beneficial ownership of which is disclaimed: 
   68,750 shares held by Mr. Rundans' spouse and 215,000 held by the Valdis V.
  Rundans Family Trust. Also includes 12,000 shares subject to options which
may be exercised within 60 days from the date hereof.                   

Item 12.  Certain Relationships and Related Transactions.                       
---------------------------------------------------------                       

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS  

Approximately $555,437 of the proceeds of the Initial Public Offering were used 
to repay amounts due to Calvin J. Payne and his spouse, Walter Friesen, and a   
corporation controlled by S. Roy Jeffrey.  The amount due to Calvin Payne and   
his spouse arose when amounts were distributed to them by the Company for tax   
planning purposes and then loaned back to the Company in 1993. The amount due to
the corporation controlled by S. Roy Jeffrey was loaned to the Company to assist
the Company in purchasing land in 1993.  The amount payable to Walter Friesen   
arose in February 1997, when bonuses were distributed and a portion of the      
bonuses loaned back to the Company.                                             

In the past, the Company paid Westower Consulting, an enterprise under control  
of the Company, for services provided by the Company's employees in an effort to
defer income tax.  Charges for these services were approximately $126,000 in    
fiscal year 1998 and $94,000 in fiscal year 1997.  Amounts due to Westower      
Consulting were $39,000 at February 28, 1998.  No charges were incurred for such
services following the Initial Public Offering.                                 

During January 1998, the Company advanced $119,000 to a corporation owned by    
Messrs. Calvin J. Payne, S. Roy Jeffrey, Peter Jeffrey and Peter Lucas, officers
and directors of the Company.  Proceeds were used by the borrowing corporation  
to purchase facilities leased by one of the Company's newly acquired            
subsidiaries.  The advances were unsecured, bore no interest and were repaid in 
full in May 1998.                                                               

The Board appointed Michael J. Anderson to the Board in May 1998.  Mr. Anderson 
was formerly a shareholder of MJA, which was acquired by the Company pursuant to
a Share Exchange Agreement dated May 29, 1998.  Under the terms of that         
agreement, Mr. Anderson received 337,470 shares of Common Stock in exchange for 
his shares of common stock in MJA.                                              

The Board appointed Seth A. Buechley to the Board in August 1998.  Mr. Buechley 
was formerly a shareholder of Cord, which was acquired by the Company pursuant  
to an Agreement and Plan of Merger dated August 31, 1998.  Under the terms of   
that agreement, Mr. Buechley received 70,651 shares of Common Stock and         
$1,569,433 in cash in exchange for his shares of common stock in Cord.          

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.                           

      WESTOWER CORPORATION
      --------------------
  (Registrant)

 By:     /s/ Peter Lucas
                          ----------------------------------------
           Peter Lucas, Vice President
                                Chief Financial Officer, Secretary and Treasurer

Date:  October 15, 1998                                                         

7 

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 10KSB/A Filing		Date		First		Last			Other Filings
		2/28/96		4
		2/28/97		4
		3/1/97		4
		3/1/97		5
For The Period Ended		2/28/98		4		7			10KSB/A, 10KSB40, NT 10-K
		5/29/98		7					8-K, 8-K/A
		5/31/98		4					10QSB, 10-Q/A
		6/1/98		7					10KSB40, NT 10-K
		8/31/98		4		7			10QSB, 8-K/A, 10QSB/A, 8-K
		10/1/98		1		5			10-Q/A
		10/14/98		3
Filed On / Filed As Of		10/15/98		8					10QSB
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