UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended December 31, 1996
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from to
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Commission file number
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INTERUNION FINANCIAL CORPORATION
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(Exact name of small business issuer as specified in its charter)
Delaware 87-0520294
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
249 Royal Palm Way, Suite 301 H, Palm Beach, Fl 33480
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(Address of principal executive offices) (Zip Code)
(561) 820-0084
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(Issuer's telephone number)
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(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer (1) filed all reports required to be filed by section
13 or 15(d) of the Exchange Act during the past 12 months (or 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
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15 (d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes No
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APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of share outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: $0.001 Par Value Common Shares -
969,714 as of December 31,1996.
Transitional Small Business Disclosure Format (Check One) Yes No X
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Page 1 of 9
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
INTERUNION FINANCIAL CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT
FOR THE SIX MONTHS ENDED DECEMBER 31, 1996
(Expressed in U.S. Dollars)
9 mos ended 9 mos ended 12 mos ended 12 mos ended
Dec-96 Dec-95 Mar-96 Mar-95
REVENUES
Commissions, trading & investment income 3,443,639 2,919,984 4,500,899 3,971,161
Sales 1,966,380
Fee Revenue 465,950 1,153,465 1,356,297 56,907
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5,875,969 4,073,449 5,865,196 4,028,068
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EXPENSES
Cost of Goods Sold 1,966,380
Selling, Marketing & Research 2,633,920 3,113,672 4,207,289 2,868,886
Salaries & Benefits 854,074 511,131 759,361 291,687
General & Administration 525,580 471,474 702,938 796,674
Other Expenses (1,990) (320) 13,132
Foreign Exchange Loss (Gain) 10,689 (19,892) (20,902) (247)
Interest & Bank Charges Expense (Income) (17,956) (30,620) (37,337) 5,830
Amortization & Depreciation 246,844 163,301 218,084 24,272
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6,217,539 4,208,746 5,850,565 3,987,102
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PROFIT (LOSS) FROM CONTINUING OPERATIONS (341,570) (135,297) 14,631 40,966
Loss from Discontinued Operation (94,252) (94,252) (184,845)
Gain on Disposal of Discontinued Assets 409,418 409,418
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PROFIT (LOSS) FOR THE PERIOD - BEFORE INCOME TAXES (341,570) 179,869 329,797 (143,879)
PROVISION FOR INCOME TAXES (RECOVERABLE) 5,111 8,236 28,231 9,441
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NET PROFIT (LOSS) FOR THE PERIOD (346,681) 171,633 301,566 (134,438)
RETAINED EARNINGS (DEFICIT) - BEGINNING OF PERIOD 167,128 (134,438) (134,438) 0
-------------- -------------- -------------- -------------
RETAINED EARNINGS (DEFICIT) - END OF PERIOD (179,553) 37,195 167,128 (134,438)
============== ============== ============== =============
FINANCIAL OVERVIEW
Common Shares Outstanding 969,714 566,572 692,572 369,058
Weighted Average Shares Outstanding 807,984 490,866 501,335 157,531
EPS - From Continuing Operations (0.43) (0.26) 0.03 0.24
EPS - After Discontinued Operations (0.43) 0.35 0.60 (0.85)
Page 2 of 9
See Accompanying Notes
INTERUNION FINANCIAL CORPORATION
CONSOLIDATED BALANCE SHEET
AS AT DECEMBER 31, 1996
(Expressed in U.S. Dollars)
9 mos ended 9 mos ended 12 mos ended 12 mos ended
Dec-96 Dec-95 Mar-96 Mar-95
CURRENT ASSETS
Cash 587,912 821,471 722,795 490,681
Due from brokers and dealers 374,455 284,791 1,168,190 172,944
Client deposits 932,037 1,508,579 2,093,966 21,147,890
Marketable securities 627,911 152,776 2,625,585 15,682,071
Accounts receivable 588,819 390,150 208,727 55,262
Income tax receivable 26,294 21,207 1,597 15,866
Sundry assets and prepaid expenses 114,071 41,377 75,906 31,615
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3,251,499 3,220,351 6,896,766 37,596,329
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CAPITAL ASSETS 852,621 966,254 948,892 933,380
START-UP COSTS 372,983 365,536 438,803
LONG TERM INVESTMENTS 1,038,844 912,939 913,834 900,361
DEFERRED CHARGES 165,342 195,789 184,944 234,574
GOODWILL AND NON-CURRENT ASSETS 1,043,574 1,100,756 1,086,461 1,143,982
DISCONTINUED ASSETS 240,693
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3,473,364 3,541,274 3,572,934 3,452,990
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============== ============== ============== =============
6,724,683 6,761,625 10,469,700 41,049,319
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CURRENT LIABILITIES
Due to brokers and dealers 133,735 2,499,665 30,168,593
Due to clients 831,710 1,564,155 3,035,310 6,368,681
Accounts payable and accrued liabilities 1,396,812 1,103,036 675,623 283,459
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2,228,522 2,800,926 6,210,598 36,820,733
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DUE TO RELATED PARTIES 119,462 100,873
DISCONTINUED LIABILITIES 499,377
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0 0 119,462 600,250
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SHAREHOLDERS EQUITY
Capital Stock and additional paid-in capital 4,675,894 3,744,767 3,972,512 3,762,774
Retained Earnings (Deficit) (179,553) 37,195 167,128 (134,438)
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4,496,341 3,781,962 4,139,640 3,628,336
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6,724,863 6,761,625 10,469,700 41,049,319
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Page 3 of 9
See Accompanying Notes
INTERUNION FINANCIAL CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN FINANCIAL POSITION
FOR THE NINE MONTHS ENDED DECEMBER 31, 1996
(Expressed in U.S. Dollars)
9 mos 9 mos 12 mos 12 mos
ended ended ended ended
Dec-96 Dec-95 Mar-96 Mar-95
OPERATING ACTIVITIES
Net Income (Loss) (346,681) 171,633 301,566 (134,438)
Amortization 246,844 163,301 218,084 24,272
Gain on disposition of discontinued operations (409,418) (409,418)
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(99,837) (74,484) 110,232 (110,166)
Increase (decrease) in due to brokers and (1,705,930) (30,146,705) (28,664,174) 29,995,649
dealers, net
Increase (decrease) in due to clients (1,041,671) 14,834,785 15,720,553 (14,779,209)
Increase (decrease) in marketable securities 1,997,674 15,529,295 13,056,486 (15,682,071)
Increase (decrease) in accounts receivable & (442,954) (349,991) (183,487) (102,741)
sundry assets
Decrease (increase) in accounts payable and 721,189 819,577 392,164 283,460
accrued liabilities
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CASH PROVIDED (USED) BY OPERATING ACTIVITIES (571,529) 587,707 431,774 (395,078)
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FINANCING ACTIVITIES
Capital stock and additional paid-in capital 703,382 395,000 555,000 3,762,774
issued
Increase (decrease) in due to related parties (119,462) 77,864 18,589 100,872
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CASH PROVIDED (USED) BY FINANCING ACTIVITIES 583,920 472,864 573,589 3,863,646
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INVESTING ACTIVITIES
Capital assets (5,288) (131,768) (132,533) (957,653)
Start-up costs (365,536) (438,803)
Long term investments (12,578) (13,472) (900,361)
Deferred & Reorganization Costs (16,976) 14,015 (61,632) (234,574)
Goodwill (1,143,982)
Investment in subsidiaries (125,010) (507,456)
Acquisition Costs
Discontinued operations (258,684) (126,809) 258,684
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CASH PROVIDED (USED) IN INVESTING ACTIVITIES (147,274) (754,551) (773,249) (3,485,343)
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INCREASE (DECREASE) IN CASH (134,883) 330,790 232,114 (16,775)
CASH - BEGINNING OF YEAR 722,795 490,681 490,681
CASH ACQUIRED ON ACQUISITION OF SUBSIDIARIES 507,456
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CASH - END OF YEAR 587,912 821,471 722,795 490,681
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Page 4 of 9
See Accompanying Notes
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
1. Interim information is unaudited; however, in the opinion of the Company's
management, all adjustments necessary for a fair statement of interim results
have been included in accordance with Generally Accepted Accounting Principles
in Canada. All adjustments are of a normal recurring nature unless specified in
a separate note included in these Notes to Consolidated Financial Statements.
The results for interim periods are not necessarily indicative of results to be
expected for the entire year. These financial statements and notes should be
read in conjunction with the Company's annual consolidated financial statements
and the notes thereto for the fiscal year ended March 31, 1996, included in its
on Form 10-SB/A for the year ended March 31,1996 (the "1996 Form 10-SB/A"). As
of March 31,1997, the Company will report solely under US GAAP.
2. In the second quarter of 1997, the Company issued 277,142 common shares for
gross proceeds to the Company of US$759,710. The Company incurred approximately
US$56,328 in costs associated with the issuance of these common shares: these
costs are accounted for as a deduction from the gross proceeds.
3. Earnings per share is computed using the weighted average number of common
shares outstanding during the period. Loss per share is computed using the
weighted average number of common shares outstanding during the period.
Page 5 of 9
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS
During the third quarter of fiscal 1997, InterUnion reported consolidated
revenue of US$2.5 million. Revenue, net of cost of goods sold by Reeve, Mackay,
the auction subsidiary, has increased 26.3% to 1,291,925. The increase is due to
the high season in the auction business, otherwise revenue would have been
unchanged, as Reeve, Mackay is the Company's only subsidiary that has seasonal
swings in revenues.
InterUnion's revenue growth and financial overview (figures in 000's except
per share data):
3 mo ended 3 mo ended 9 mo ended 9 mo ended
Dec-96 Dec-95 Dec-96 Dec-95
Commission Income 1,144 763 3,444 2,920
Sales 1,256 1,966
Fee Revenue 149 697 466 1,153
Total Revenues 2,549 1,460 5,876 4,073
Cost of Goods Sold 1,256 1,966
Net Revenues (i) 1,293 1,460 3,910 4,073
Net Profit (Loss) (278) (100) (347) 172
EPS - Operations (0.34) (0.21) 0.43 (0.26)
EPS (0.34) (0.21) 0.43 0.35
Common Share, # 969,714 566,572 969,714 566,572
Working Capital 1,023 419 1,023 419
Cash Flow (194) (72) (100) (74)
Shareholders' Equity 4,496 3,782 4,140 3,782
Book Value Per Share 4.64 6.68 4.64 6.68
(i) This amount is equal to Total Revenues under U.S. GAAP. In fiscal
year 1996, Total Revenues, under U.S. GAAP would have been
US$6,169,578.
The additional revenues from Reeve, Mackay & Associates Ltd. operations were
offset by higher than anticipated expenditures related to the fall auctions as
salaries increased 74% quarter over quarter. For the nine months ending December
31,1996, Reeve, Mackay lost in excess of US$300,000 before any tax loss benefits
are recorded. The Company's other subsidiaries have performed within the
anticipated budget during the first nine months of the current fiscal year and
provided a combined net income of US$40,400. Management does not expect any
major variance during the fourth quarter.
The positive variance regarding the Selling, Marketing and Research of $479,752
or 15.4% is primarily due to the revenues that are being produced by new
financing rather than agency trading as the payouts carry different weights.
Acquisition costs and deferred charges, some of which were previously
capitalized, have been charged to operating income in the third quarter. The
charges are in excess of US$200,000. These expenditures have all taken place in
the second and third quarter of the current fiscal year under the Company's
Acquisition program. Exclusive of these costs and Reeve, Mackay's loss, the
Company would have had a nine-month pre-tax operating profit of US$160,000.
Net loss for the nine months ending December 31,1996 was US$346,680 (US$276,602
for the quarter) versus a profit of $171,633 a year earlier (third quarter of
fiscal 96 had a loss US$100,197).
Liquidity
In order to meet its growth plans, the Company issued a Confidential Private
Offering Memorandum under Regulation "S" dated September 1, 1996. This Offering
Memorandum offered for sale a maximum of 250,000 units of the Company at a price
of $5.00 per unit. Each unit consists of one share common voting stock and one
warrant to purchase one share of common voting stock at $6.00 per share, with an
expiration date on the warrant of September 15, 1997. The total offering seeks
to raise $2,000,000, with anticipated net proceeds after commissions and
offering costs to be $1,775,000.
InterUnion has raised $759,710 of the $2,000,000 during the second quarter and
has a commitment for the balance of the offering. Net proceeds to the Company
todate is $703,382. The Company has not raised any additional funds in the third
quarter and does not plan to raise any in the fourth quarter unless required to
do so in order to complete an acquisition.
Page 6 of 9
Credifinance Securities Limited
During the first fiscal quarter of 1997, a number of institutional salespeople
left the Company to join a firm newly created by Credifinance's previous
President. Throught the second quarter and part of the third the Company
continued the restructuring of Credifinance Securities Limited's institutional
sales desk and has taken advantage of market conditions to focus more actively
on underwriting activities in sectors in which Credifinance has expertise:
Biotechnology, Communication, High Technology, Mining and Oil and Gas; and
additionally as agents for insitutional investors.
The broker/dealer has taken advantage of its capacity to complete financings in
its niche business but has been affected by the general lack of daily
institutional trading activity. This lack of trading activity is a phenomenon
affecting all small and medium broker/dealers which restrict themselves to
agency business as opposed to taking principal trading risks. In fact, the
departure of a number of institutional salespeople has benefited Credifinance
Securities Limited since it has enabled Management to restrategize within the
context of the market and ensure that a larger percentage of the revenue is
retained by the firm. Management has been positioning the broker/dealer in a
mode which would enable the firm to operate at least at breakeven in the case of
slower market conditions.
Guardian Timing Services Inc. and Bearhill Limited
The Company's money management operations continue to perform as anticipated.
The Company would like to add that the carrying value of the ITM software need
not be adjusted as per FASB 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be disposed of". This is due to the fact
that the carrying value is substantiated by the management fees which Guardian
Timing Services receive, these fees would not be earned if it did not have the
use of the ITM software.
Reeve, Mackay & Associates Ltd.
Reeve, Mackay has been in operation for approximately 18 months and InterUnion
did not expect its operation to be profitable prior to its third year. Since
inception, Reeve, Mackay has posted a loss of approximately US$750,000, of which
US$438,000 was during the first year of operation. For the nine months ending
December 31,1996, Reeve, Mackay lost over US$300,000 versus an anticipated loss
of approximately US$145,000. During that period, Reeve, Mackay has broken even
in three separate months.
Sales of goods have been according to schedule, however, the costs' components
have not. Reeve, Mackay was adversely affected due to negotiated commissions on
two major collections. The cost of reducing the commission charged to the
consignors was required in order to be awarded the mandate. The success of the
auctions that presented these collections to the public was instrumental to
Reeve, Mackay's objective to gain industry approval as a viable alternative to
the competition. Additional cost over-runs were due to the larger than expected
number of items in each of the fall auctions which drastically increased the
cost of cataloguing and processing. In addition, marketing and advertising
expenditures ran over budget.
The contining operating problem has caused the subsidiary to have a working
capital deficit of over US$325,000. Reeve, Mackay has managed to date to finance
this deficit by leveraging its reputation and deferring the payment on the goods
sold on behalf of its consignors and delaying suppliers. To date certain
consignors have requested to have their goods returned, however, Reeve, Mackay
has been able to replace these consigned goods as the number of active
consignors continues to grow. This is demonstrated by the fact that Reeve,
Mackay has more collectors' auctions than any other competing auctioneer in
Toronto.
At this point suppliers have not refused to provided services. However, should
suppliers and particularly consignors as a group start to withdraw their goods,
the Company's auction subsidiary's ability to operate would be in jeopardy
unless the Company agrees to inject the additional cash required. Reeve,
Mackay's liabilities have not been guaranteed by any other subsidiary within the
group nor by InterUnion.
The auction house management team is currently investigating various strategies
to reverse the current trend on the bottom line and the working capital deficit.
Should no formal plan be adopted during the fourth quarter, the Company will
write down the full amount that it is carrying as start-up costs in the amount
of US$372,980 under Canadian GAAP. Under U.S. GAAP this amount has already been
eliminated from the balance sheet, however, a taxable benefit of US$200,000 has
been recorded and therefore would have to be written off.
Page 7 of 9
The Company would also like to add that despite Reeve, Mackay current situation,
its overall financial condition remains stable and it currently plans to support
continuing operations for future growth.
Acquisition Program and New Researches Corporation
During the third quarter, the Company acquired an option to purchase 100% of the
outstanding shares of New Researches Corporation. New Researches is a high
technology/biotechnology venture capital firm.
InterUnion's management continues to explore opportunities for the acquisition
of operating companies that will provide additional liquidity and cash flow.
Such acquisitions would be financed by the issuance of common stock from
treasury or, if required, by means of private placement. Although Management has
investigated a number of opportunities, only the acquisition of the option on
New Researches met the Company's objectives. The Company is also considering
special situation acquisitions linked to bridge financing activities.
The Company is exploring various means of sharing the client base of the three
main subsidiaries in order to generate revenue and increase the synergy between
the operations.
Concluding Remarks
There are no other known trends, events or uncertainties that may have or are
reasonably likely to have a material impact on the Company's short-term or
long-term liquidity which it has not been discussed above.
In addition, there are no signficant income or losses that have arisen from the
Company's continuing operations that has not been analyzed or discussed above,
nor has there been any material change in any line item that is presented on the
financial statements which has also not been discussed above.
Certain Risk Factors Which May Impact Future Operations
The Company and its subsidiaries operate in a rapidly changing environment that
involves a number of factors, some of which are beyond management's control,
such as a financial market trends and investors appetite for new financings.
Forward-looking statements included in Management's Analysis and Discussion
reflect management's best judgment based on known factors and involve risks and
uncertainties. Actual results could differ materially from those anticipated in
these forward-looking statements. Forward-looking information is provided by
InterUnion pursuant to the safe harbor established by recent securities
legislation and should be evaluated in the context of these factors.
In the opinion of management the financial statements for the periods ending
December 31,1996 accurately reflect the operations of the Company and its
subsidiaries. The Company has taken every reasonable step to ensure that its
quarterly financial statements do not represent a distorted picture to anyone
having a business reason to review such statements and who has also reviewed its
previous audited annual financial statements dated January 28, 1997.
Page 8 of 9
ITEM 1 - LEGAL PROCEEDINGS.
The Company is not a party to any pending legal proceeding, nor is its property
the subject of a pending legal proceeding for which the claims, exclusive of
interest and costs, exceed 10% of the current assets of the Company on a
consolidated basis.
As reported in our Form 10-SB, a Statement of Claim was filed in Ontario Court
(General Division) on May 31,1996 against Credifinance Securities Limited,
InterUnion Financial Corporation, Georges Benarroch and Ann Glover by Mr. John
Illidge, a former President and Chief Operating Officer of Credifinance
Securities Limited and Director of the Company. The plaintiff is seeking in
excess of $1.8 million. In the opinion of management and its legal advisors, the
likelihood that this law suit will adversely affect the Company is negligible
There has not been any change in the status of this claim.
ITEM 2 - CHANGES IN SECURITIES
None.
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
There have been no defaults in the payment of principal or interest with respect
to any senior indebtedness of InterUnion Financial Corporation.
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
Exhibit 27......... Financial Data Schedule (for S.E.C. use only).
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
InterUnion Financial Corporation
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(Registrant)
Date February 10, 1997 /s/ Georges Benarroch, Director
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(Signature)*
Date February 10, 1997 /s/ Ann Glover, Director
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(Signature)*
* Print the name and title of each signing officer under his signature.
Page 9 of 9