-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FgbQnaDNZ+ajB6g16CwcSNzwqM68DynIPYaY+If/SbA2JUSwjxe0hAXWGl1zmTn+ h5skqFKlxWpwhyyyo6LIOA== 0000711422-96-000004.txt : 19961001 0000711422-96-000004.hdr.sgml : 19961001 ACCESSION NUMBER: 0000711422-96-000004 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960930 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MODERN TECHNOLOGY CORP CENTRAL INDEX KEY: 0000711422 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 112620387 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 002-80891 FILM NUMBER: 96636642 BUSINESS ADDRESS: STREET 1: 461 BEACH 124 STREET STREET 2: P O B BOX 94007 CITY: BELLE HARBOR STATE: NY ZIP: 11694 BUSINESS PHONE: 7184746568 MAIL ADDRESS: STREET 1: P O BOX 940007 CITY: BELLE HARBOR STATE: NY ZIP: 11694 10-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934(Fee Required) For The Fiscal Year Commission File #2-80891-NY Ended June 30, 1996 MODERN TECHNOLOGY CORP. (Exact Name of Registrant as Specified in its Charter) Nevada 11-2620387 (State or other jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 461 Beach 124 Street. P.O.B. 940007. Belle Harbor, New York 11694 (Address of Principal Executive Office) (Zip Code) (718)474-6568 (Registrant's Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None 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 and Exchange Act of 1934 during the preceding twelve months and (2) has been subject to such filing requirements for the past ninety days. Yes \X\ No \ \ 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 and Exchange Act of 1934 during the preceding twelve 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. \X\Yes \ \No As of September 18, 1996, there was no aggregate market value of the voting stock held by non-affiliates of the Registrant due to the fact that there was no trading market in the shares of the Registrant. The Number of Shares Outstanding of Common Stock $.0001 par value at June 30, 1996 was 20,150,000. Documents Incorporated by Reference: None. PART 1 1. Business The Registrant is engaged in aiding prospective clients in obtaining financing and in providing managerial services to client companies. During the year ended June 30, 1996, the Registrant was involved in providing managerial services to Davin Enterprises Inc. ("Davin") which it also had aided in obtaining financing. The Registrant received managerial fees of $9,600 from Davin during the year ended June 30, 1996. Presently, the Registrant is seeking out joint venture candidates and companies for which it can aid in providing financing and managerial services although no assurances can be given that the Registrant will be successful in gaining new clients in the near future. During the year ended June 30, 1996, the Registrant purchased 25,000 shares of Delta Three Inc. for $25,000-. Delta Three Inc. is a telecommunications provider, using Internet technology for voice transmission. During the fiscal year ended June 30, 1996, the Registrant had a net loss of $3,720. Its revenue for the year ended June 30, 1996 was derived from management income amounting to $9,600 and interest income of $30,849. Total revenues for the year ended June 30, 1996 amounted to $40,449. Item 2. Properties. As of June 30, 1996, the Registrant owned no property. The Registrant has its offices in the home of its officers, using approximately 200 square feet for which it pays no rent. Item 3. Legal Proceedings. None Item 4. Submission of Matters to a Vote of Security Holders. None PART II Item 5. Market for Registrant's Common Equity and Related Stockholders Matters. During the past three fiscal years there was no market for the shares of the Registrant. On September 12, 1996, there was no market for the shares of the Registrant. Number of Shareholders - 374 shareholders of record as of 9/12/96. Dividends - None paid. Item 6. Selected Financial Data for the Year ended June 30, 1996 1995 1994 1993 1992 Total Revenues $40,449 $40,708 $31,278 $36,803 $398,900 Operating Income (Loss) 6,777 (14,375) (10,694) (2,255) 338,091 Net Income (Loss) (3,720) (14,375) (10,694) (2,255) 224,095 Net Income (Loss) per share NIL NIL NIL NIL .0111 Total Assets 718,443 721,014 735,389 747,283 862,558 Long Term Debt -0- -0- -0- -0- -0- Dividends -0- -0- -0- -0- -0- Item 7. Management's Discussion and Analysis of Results of Operations. The Registrant had a net loss of $3,720 for the year ended June 30, 1996. The net loss for the year ended June 30, 1995 amounted to $14,375. Fiscal year 1996 revenues and income was mainly influenced by interest income and management income. During fiscal year 1996, the revenues amounted to $40,449 as compared with fiscal year 1995 revenues of $40,708. Operating expenses declined in fiscal year 1996 as compared with the comparative fiscal year 1995 figure. The net loss for fiscal year 1996 was principally due to a loss experienced by an affiliated company, Soft Sail Wind Power Inc. (accounted for by the Registrant under the equity method); the Registrant's share of the loss for fiscal year 1996 amounted to $9,486. The Registrant has been receiving a monthly management fee of $800 from Davin for the fiscal year ended June 30, 1996. The Registrant provides administrative, clerical, bookkeeping and other services to Davin. At June 30, 1996, the Registrant owned 501,000 restricted shares of Davin, at a cost of $7,950, representing 25.8% of the outstanding shares of Davin. On July 27, 1994, the Registrant signed an agreement to invest $40,000 for a 40% ownership interest in a company entitled Soft Sail Wind Power Inc. The purpose of Soft Sail Wind Power Inc. will be to exploit and commercialize wind power. During fiscal year 1996, the Registrant loaned Soft Sail Wind Power Inc. an additional $11,400 and received additional shares. The Registrant presently owns a 36% ownership interest in Soft Sail Wind Power Inc. During fiscal year 1995, the Registrant purchased an investment in TTR Inc., amounting to a 10% promissory note in the amount of $25,000 with warrants for 4,000 shares exercisable at $.01 per share at the time of a TTR initial public offering. TTR Inc. was incorporated for the purpose of designing, developing and marketing computer software products. Recently, TTR Inc. filed an inital public offering of 1,275,000 shares at $6 each. No assurance can be given that the public offering of shares will be successfully completed. During the year ended June 30, 1996 the Registrant purchased 25,000 shares of Delta Three Inc. for $25,000-. Delta Three Inc. is a telecommunications provider using Internet technology for voice transmission. At June 30, 1996 the Registrant's total assets amounted to $718,443 as compared with $721,014 for total assets at June 30, 1995. At June 30, 1996, stockholders' equity amounted to $716,094, as compared with $719,814 at June 30, 1995. Item 8. Financial Statements. Attached. Item 9. Changes In and Disagreement With Accountants on Accounting and Financial Disclosure. None. PART III Item 10. Directors and Executive Officers. The executive officers and directors of the Registrant are as follows: Name Age Title Term Expires Arthur Seidenfeld 45 President and Director Next Annual Meeting Anne Seidenfeld 83 Treasurer, Secretary Next Annual Meeting and Director Gerald Kaufman 55 Director Next Annual Meeting Each of the above named individuals has served the Registrant in the capacity indicated since its formation on July 27, 1982 with the exception of Anne Seidenfeld who became a director of the Registrant on March 31, 1989 and treasurer on December 17, 1989 and Gerald Kaufman who became a director in 1990. Arthur Seidenfeld, has been president and a director of the Registrant since its formation. Mr. Seidenfeld was awarded a B.S. Degree in Accounting from New York University in 1972 and a M.B.A. Degree in Finance in 1978 from Pace University. He is also president and director of Daine Industries, Inc., a publicly traded company which through its wholly owned subsidiary, Lite King Corp, is engaged in the manufacture of wiring devices. He is also president and director of Davin Enterprises, Inc., a publicly traded company that went public in Sept. 1987, which is seeking out appropriate business opportunities and which also has an equity position in Target Vision, Inc., a privately owned company in the computerized communication field. From July 1994, he is also treasurer-secretary of Soft Sail Wind Power Inc., a newly established company engaged in wind energy research and development activities. Anne Seidenfeld, Treasurer, Secretary and Director, received her diploma from Washington Irving High School, New York City, in 1931. Mrs. Seidenfeld is the Treasurer, Secretary and Director of Daine Industries, Inc. and Davin Enterprises, Inc. Gerald Kaufman, Director, has been a practicing attorney for over twenty five years. He has served as a director of the Registrant, along with being a director of Daine Industries Inc. and Davin Enterprises, Inc. since November 1990. He has also been a director of American Mayflower Life Insurance Co. since 1973. Arthur Seidenfeld is the son of Anne Seidenfeld. Item 11. Management-Remuneration and Transactions. During the fiscal year ended June 30, 1996, management salaries were as follows: Anne Seidenfeld - Treasurer-Secretary $7,200 The Company's president, Arthur Seidenfeld, did not receive a salaryfor the year ended June 30, 1996. Anne Seidenfeld, the Company's treasurer and secretary, pursuant to an oral agreement with the Company earned $7,200 as an annual salary effective through June 30, 1996. PART IV Item 12. Security Ownership of Certain Beneficial Owners and Management. a. The following are known to Registrant to be beneficial owners of 5% or more of the Registrant's common stock. Title of Class Common Stock Name of Beneficial Owner Amount & Nature of Percentage Beneficial Ownership of Class Arthur Seidenfeld 461 Beach 124 Street Belle Harbor, New York 9,654,820 47.9% Anne Seidenfeld 461 Beach 124 Street Belle Harbor, New York 2,426,500 12.0% All Officers and Directors as a Group (3) 12,081,320 59.9% b. The shares owned by management are as follows: Common Stock. Name of Beneficial Owner Amount & Nature of Percentage Beneficial Ownership of Class Arthur Seidenfeld 9,654,820 47.9% Anne Seidenfeld 2,426,500 12.0% Item 13. Certain Relationships and Related Transactions: For the year ended June 30, 1996, the Registrant received management fees from Davin Enterprises, Inc. amounting to $9,600. Arthur Seidenfeld, President and a director of the Registrant owns 29.4% of the outstanding shares of Davin Enterprises, Inc. Anne Seidenfeld, Treasurer-Secretary and a director of the Registrant owns 0.2% of the outstanding shares of Davin Enterprises, Inc. MODERN TECHNOLOGY CORP. INDEX TO FINANCIAL STATEMENTS AND SCHEDULES FILED WITH THE ANNUAL REPORT OF THE COMPANY ON FORM 10-K ITEM 14- EXHIBITS Financial Statements and Schedules and Reports on Form 8-K. ACCOUNTANT'S REPORT BALANCE SHEET AS OF JUNE 30, 1995 and JUNE 30, 1996 STATEMENT OF STOCKHOLDERS' EQUITY FOR THE PERIOD JULY 1, 1993 TO JUNE 30, 1996 STATEMENT OF OPERATINS FOR THE YEARS ENDED JUNE 30, 1994, 1995, and 1996 STATEMENT OF CASH FLOWS FOR THE YEARS ENDED JUNE 30, 1994, 1995 and 1996 NOTES TO FINANCIAL STATEMENTS SCHEDULES I SUPPLEMENTARY PROFIT AND LOSS INFORMATION MODERN TECHNNOLOGY CORP. FINANCIAL STATEMENTS JUNE 30, 1996 AND 1995 I N D E X Page REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS 1 BALANCE SHEETS 2 STATEMENT OF STOCKHOLDERS' EQUITY 3 STATEMENTS OF OPERATIONS 4 STATEMENTS OF CASH FLOWS 5 NOTES TO THE FINANCIAL STATEMENTS 6-8 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Board of Directors and Stockholders MODERN TECHNOLOGY CORP. Belle Harbor, New York 11694 We have audited the accompanying balance sheets of MODERN TECHNOLOGY CORP. as at June 30, 1996 and 1995 and the related statements of operations and stockholders' equity and cash flows for each of the three years in the period ended June 30, 1996. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based upon our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audits provides a reasonable basis for our opinion. In our opinion, the financial statements enumerated above present fairly, in all material respects, the financial position of MODERN TECHNOLOGY CORP. at June 30, 1996 and 1995, and the results of its operations and cash flows for the three years in the period ended June 30, 1996, in conformity with generally accepted accounting principles. GREENBERG & COMPANY LLC Springfield, New Jersey September 12, 1996 Page 1 of 8 MODERN TECHNOLOGY CORP. BALANCE SHEETS June 30, 1996 1995 A S S E T S CURRENT ASSETS Cash and Cash Equivalents $616,268 $645,753 EQUIPMENT - At Cost 9,939 9,939 Less: Accumulated Depreciation 9,939 9,939 -0- -0- INVESTMENTS Investments, At Cost (Note 2) 74,770 49,770 Investments, At Equity (Note 3) 16,005 25,491 Loan Receivable - Affiliate 11,400 -0- Total Investments 102,175 75,261 TOTAL ASSETS $718,443 $721,014 L I A B I L I T I E S A N D S T O C K H O L D E R S' E Q U I T Y CURRENT LIABILITIES Accrued Expenses and Taxes $ 2,349 $ 1,200 STOCKHOLDERS' EQUITY Common Stock Par Value $.0001 Authorized; 150,000,000 Shares Issued and Outstanding: 20,150,000 Shares 2,015 2,015 Paid-In Capital in Excess of Par 495,161 495,161 Retained Earnings 218,918 222,638 Total Stockholders' Equity 716,094 719,814 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $718,443 $721,014 The accompanying notes are an integral part of these financial statements. Page 2 of 8
MODERN TECHNOLOGY CORP. STATEMENT OF STOCKHOLDERS' EQUITY FOR THE PERIOD JULY 1, 1993 TO JUNE 30, 1996 Total Par Retained Stock- # of Value Paid-In Earnings holders' Shares $.0001 Capital (Deficit) Equity BALANCES AT JULY 1, 1993 20,150,000 $2,015 $495,161 $247,707 $744,883 (Loss) for the Year Ended June 30, 1994 (10,694) (10,694) BALANCES AT JUNE 30, 1994 20,150,000 2,015 495,161 237,013 734,189 (Loss) for the Year Ended June 30, 1995 (14,375) (14,375) BALANCES AT JUNE 30, 1995 20,150,000 2,015 495,161 222,638 719,814 (Loss) for the Year Ended June 30, 1996 (3,720) ( 3,720) BALANCES AT JUNE 30, 1996 20,150,000 2,015 495,161 218,918 716,094
The accompanying notes are an integral part of these financial statements. Page 3 of 8
MODERN TECHNOLOGY CORP. STATEMENTS OF OPERATIONS For The Years Ended June 30, 1996 1995 1994 REVENUES Interest Income $ 30,849 $ 31,108 $ 21,678 Management Income 9,600 9,600 9,600 40,449 40,708 31,278 EXPENSES Officers' Salaries 7,200 8,200 10,200 General and Administrative Expenses 26,472 31,925 31,772 33,672 40,125 41,972 INCOME (LOSS) BEFORE OTHER EXPENSES & TAXES 6,777 583 (10,694) OTHER EXPENSES & TAXES Equity in (Loss) of Affiliated Company (9,486) (14,958) -0- Income Tax Expense (Note 4) (1,011) -0- -0- NET INCOME (LOSS) $(3,720) $(14,375) $(10,694) INCOME(LOSS) PER SHARE NIL NIL NIL NUMBER OF WEIGHTED AVERAGE SHARES OUTSTANDING 20,150,000 20,150,000 20,150,000
The accompanying notes are an integral part of these financial statements. Page 4 of 8
MODERN TECHNOLOGY CORP. STATEMENTS OF CASH FLOWS For The Years Ended June 30, 1996 1995 1994 CASH FLOWS FROM OPERATING ACTIVITIES: Net Income (Loss) $ (3,720) $(14,375) $(10,694) Adjustments to Reconcile Net Income to Net Cash Provided By (Used In) Operating Activities: Changes in Assets and Liabilities: Decrease (Increase) Interest Receivable -0- -0- -0- Increase (Decrease) Accrued Expenses 1,149 -0- (1,200) Net Cash Provided By (Used In) Operating Activities (2,571) (14,375) (11,894) CASH FLOWS FROM INVESTING ACTIVITIES: Write Down of Investments 9,486 14,958 -0- Purchase of Securities (25,000) (65,449) -0- Loan - Affiliate (11,400) -0- -0- Net Cash (Used In) Provided By Investing Activities (26,914) (50,491) -0- Net Increase (Decrease) in Cash and Cash Equivalents (29,485) (64,866) (11,894) Cash and Cash Equivalents, Beginning of Year 645,753 710,619 722,513 CASH AND CASH EQUIVALENTS, END OF YEAR $616,268 $645,753 $710,619 Supplemental Disclosures Of Cash Flow Information Cash Paid During The Period For: Taxes $ -0- $ -0- $ -0- Interest -0- -0- -0-
The accompanying notes are an integral part of these financial statements. Page 5 of 8 MODERN TECHNOLOGY CORP. NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 1996, 1995, 1994 NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ACCOUNTING POLICIES Modern Technology Corp.'s accounting policies conform to generally accepted accounting principles. Significant policies followed are described below. PRINCIPLES OF CONSOLIDATION The Company has an investment in an affiliate, Soft Sail Wind Power Inc., which is accounted for on the equity method. The equity method of accounting is used when the company has a 20% to 50% interest in other companies. Under the equity method, original investments are recorded at cost and adjusted by the company's share of undistributed earnings or losses of these companies. CASH AND CASH EQUIVALENTS Cash equivalents consist of highly liquid, short-term investments with maturities of 90 days or less. NOTE 2: INVESTMENT IN EQUITY SECURITIES (AT COST) Investments in Equity Securities consist of the following: June 30, 1996 1995 Investment in 25,000 shares of Delta Three, Inc. $25,000 $ -0- Investment in TTR Inc. 10% promissory note 25,000 25,000 Investment in 72 million restricted shares in Daine Industries, Inc. 15,900 15,900 Investment in 501,000 restricted shares in Davin Enterprises, Inc. 7,950 7,950 Investments in other restricted securities 920 920 $74,770 $49,770 Page 6 of 8 MODERN TECHNOLOGY CORP. NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 1996, 1995, 1994(Continued) The Company purchased 72 million shares of Daine Industries, Inc. stock at a cost of $15,900. This represents 29% of the total outstanding shares of common stock. The Company purchased 501,000 shares of Davin Enterprises, Inc. at a cost of $7,950. This represents 25.8% of the total outstanding shares of common stock. The Company purchased an investment in TTR Inc., a 10% promissory note in the amount of $25,000 with warrants for 4,000 shares exercisable at $.01 at the time of a TTR initial public offering. TTR Inc. incorporated for the purpose of designing, developing, and marketing computer software products. The Company purchased 25,000 shares of Delta Three, Inc. for $25,000. Delta Three, Inc. is a telecommunications provider using Internet technology for voice transmission. NOTE 3: INVESTMENT IN AFFILIATE Investment in Soft Sail Wind Power, Inc. (representing approximately 36% of the outstanding common stock) The summarized unaudited financial information below represents the Company's nonsubsidiary affiliate: Balance Sheet Data at June 30, 1996 Total Assets $ 12,656 Total Liabilities 11,400 Net Assets 1,256 Company's Equity in Net Assets 452 Earnings Data Net Earnings (Loss) (26,350) Company's Equity in Net Earnings (Loss) (9,486) NOTE 4: INCOME TAXES The Company has accrued taxes on an income tax basis in prior periods in accordance with APB opinion No. 11. Effective 1993 the company has adopted FAS 109 for reporting income taxes. This did not result in any material changes from prior periods. Page 7 of 8 MODERN TECHNOLOGY CORP. NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 1996, 1995, 1994 (Continued) There were no differences between book and tax income. Income taxes are accrued at statutory income tax rates. 6/30/96 6/30/95 6/30/94 Current tax expense: Federal income tax $ 427 $ -0- $ -0- State & city income tax 584 -0- -0- Income Tax Expense $ 1,011 $ -0- $ -0- NOTE 5: POSTRETIREMENT BENEFITS The company does not maintain any employee benefits currently. The company does not maintain a plan for any postretirement employee benefits, therefore, no provision was made under FAS's 106 and 112. NOTE 6: RELATED PARTY TRANSACTIONS Davin Enterprises, Inc. (Davin) entered into an oral agreement with Modern Technology Corp. providing for the partial use of office space for Davin on a month to month basis. The company does not pay rent but pays a fee to Modern Technology Corp. for services. There were no outstanding balances between any companies. Arthur Seidenfeld, President and a director of the Company, owns 14.5% of the outstanding shares of Daine Industries, Inc. and 29.4% of the outstanding shares of Davin Enterprises, Inc. Anne Seidenfeld, Treasurer, Secretary and a director of the Company, owns 12% of the outstanding shares of Modern Technology Corp. Anne Seidenfeld is Arthur Seidenfeld's mother. Page 8 of 8 Our examination was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The information contained in the following Schedules is presented for purposes of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Securities and Exchange Commission. Such information has been subjected to the auditing procedures applied in the examination of the basic financial statements and, in our opinion, is fairly stated in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole. GREENBERG & COMPANY LLC Springfield, New Jersey September 12, 1996 SCHEDULE I MODERN TECHNOLOGY CORP. SUPPLEMENTAL PROFIT AND LOSS INFORMATION For the Year Ended June 30, 1996 Column A Column B Item Charged to costs and expenses for the period Legal expenses $8,400 Advertising and publicity -0- Sales promotion -0- Payments directly and indirectly to trade associations and service organizations, and contributions to other organizations -0- Total $8,400 Other schedules not submitted are omitted, because the informatin is included elsewhere in the financial statements or the notes thereto, or the conditions requiring the filing of these shcedules are not applicable. Supplemental information to be furnished with reports filed pursuant to Section 15(d) of the Securities Act of 1934 by Registrant which have not registered securities pursuant to Section 12 of the Securities Act of 1934. a) No annual report or proxy material has been sent to security holders. When such report or proxy materials are furnished to securities holders subsequent to the filing of this report, copies shall be furnished to the Commission when sent to securities holders. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MODERN TECHNOLOGY CORP. By Arthur J. Seidenfeld President, Principal Executive Officer and Principal Financial Officer Dated: September 18, 1996 Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated. Name Title Date Arthur Seidenfeld President and Director September 18, 1996 Anne Seidenfeld Treasurer, Secretary September 18, 1996 and Director Gerald Kaufman Director September 18, 1996 -----END PRIVACY-ENHANCED MESSAGE-----