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SEC Company Response from ELECTRIC & GAS TECHNOLOGY INC (CIK 0000785819) — Apr 6, 2005

ELECTRIC & GAS TECHNOLOGY INC (CIK 0000785819)
Date: April 6, 2005 · CIK: 0000785819 · Accession: 0001010549-05-000235

AI Filing Summary & Sentiment

Date
April 6, 2005
Author
Not clearly detected
Form
CORRESP
Company
ELECTRIC & GAS TECHNOLOGY INC (CIK 0000785819)

Letter

ELGT Electric & Gas Technology Inc April 6, 2005 Securities and Exchange Commission 450 Fifth Street, N.W. Mail Stop 0306 Washington, D.C. 20549 Attn: Gary R. Todd Reviewing Accountant

Re: Electric & Gas Technology, Inc. File No. 0-14754

Dear Mr. Todd:

I am responding to your letter of March 11, 2005 in which you provided comments regarding a review of our filings. Let me first state that we agree in all cases where you have indicated that we should revise our documents in response to your comments in future filings and we intend to do so. We incorporated as many of these as time would allow in our most recent Form 10-QSB filing on March 22, 2005.

This document was prepared by Electric and Gas Technology, Inc. (the Company) and was reviewed by the Company's independent public accounting firm Turner Stone and Company, LLP, its pension plan actuary of Pension Associates (a unit of Nationwide), its compliance attorney Legal and Compliance, LLP and its pension plan attorney Jackson Walker, LLP.

On March 24, 2005, the Company filed an amended Form 10-KSB/A to make corrections to the original 10-KSB filing made November 15, 2004. This amended filing was originally attempted on December 21, 2004, shortly after we filed our first quarter 10-QSB on December 20, 2004. Although the amended filing was submitted for EDGARization on December 21, 2004 our internal verification process failed, and the Company assumed in error that the amended filing was completed.

Recognition of the oversight was made in the course of responding to the Commission's inquiry, presented herein. The Company has addressed its protocol for verification of EDGAR filings and has made it a priority to have filings prepared more timely to allow for a more thorough review.

A red-line of the original to amended version of the filings is attached. The following table details the specifics of the amendment to the original filing with commentary as applicable:

<PAGE>

SEC Response April 6, 2005 Page 2 of 20

Page 3

In 10KSB pre Amendment

Research and Development is conducted in the Utility sector. In this area, the Company has spent an estimated $90,000 in each of the last two (2) years in the development of new products for new products and concepts.

Amended 10KSB

Research and Development is conducted in the Utility sector. In this area, the Company has spent approximately $197,000 in the last two (2) years in the development of new products for new products and concepts.

-------------------------------------------------------------------------------- The 2 year expense comment was an approximation. The actual expense was included in the operating statement. This has no impact on the financial statements. --------------------------------------------------------------------------------

Page 8

In 10KSB pre Amendment

The Company lost its appeal on the SBA lawsuit pertaining to a real estate transaction dating back to 1987, resulting in a judgment against the Company of $462,379.

Amended 10KSB

The Company lost its appeal on the SBA lawsuit pertaining to a real estate transaction dating back to 1987, resulting in a judgment against the Company of $459,936.

-------------------------------------------------------------------------------- $462,379 included financing expenses related to payment of the lawsuit. The amount of the lawsuit was $459,936. --------------------------------------------------------------------------------

Page 12

In 10KSB pre Amendment

Fiscal year 2004 Results of Operations

Background

Amended 10KSB

Background

-------------------------------------------------------------------------------- removed superfluous statement. --------------------------------------------------------------------------------

Page 13

In 10KSB pre Amendment

During fiscal 2004, the Company increased its operating loss by $1,760,417

Operating income (loss): Water: (306,364) (6.95%) Utilities (590,496) (7.13%) Contract Manufacturing 626,500 12.16% Total operating (loss) (270,360) (547.75%) General corporate (861,397)

<PAGE>

SEC Response April 6, 2005 Page 3 of 20

Amended 10KSB

During fiscal 2004, the Company increased its operating loss by $1,131,757

Operating income (loss): Water: (306,194) (933.54%) Utilities (547,541) (381.67%) Contract Manufacturing 638,540 227.41% Total operating (loss) (215,195) (205.87%) General corporate (916,562)

-------------------------------------------------------------------------------- corrected error of omission to update table. --------------------------------------------------------------------------------

Page 14

In 10KSB pre Amendment

Contract Manufacturing revenues increased by $2,325,969 in fiscal 2004 over those in 2003, due primarily to the resurgence of the telecom business and the deployment of the new GSM technology. Operating income increased by $626,500

Amended 10KSB

Contract Manufacturing revenues increased by $2,325,969 in fiscal 2004 over those in 2003, due primarily to the resurgence of the telecom business and the deployment of the new GSM technology. Operating income increased by $638,540

In 10KSB pre Amendment

Water Production revenues increased (decreased) by ($394,124) and $455,747 in fiscal 2004 and 2003, respectively, while operating income increased (decreased) by ($306,364)

Amended 10KSB

Water Production revenues increased (decreased) by ($394,124) and $455,747 in fiscal 2004 and 2003, respectively, while operating income increased (decreased) by ($306,194)

In 10KSB pre Amendment

Liquidity. Cash flow used by operating activities amounted to $(599,199)

Amended 10KSB

Liquidity. Cash flow used by operating activities amounted to $(599,119)

-------------------------------------------------------------------------------- Corrected errors --------------------------------------------------------------------------------

Page 22 (Item 12)

In 10KSB pre Amendment

Petroleum Dynamic (4,222)

Amended 10KSB

Petroleum Dynamic - (4,222)

-------------------------------------------------------------------------------- Corrected error --------------------------------------------------------------------------------

Page 23

In 10KSB pre Amendment

(iv) Consolidated Statements of Changes in Stockholders' Equity for the two years ended July 31, 2004 and 2003.

Amended 10KSB

(iv) Consolidated Statements of Changes in Stockholders' Deficit for the two years ended July 31, 2004 and 2003.

-------------------------------------------------------------------------------- replaced the word "equity" with "deficit" --------------------------------------------------------------------------------

<PAGE>

SEC Response April 6, 2005 Page 4 of 20

Report of independent Registered Public Accounting Firm

In 10KSB pre Amendment

Turner Stone & Co. Certified Public Accountants Dallas, Texas November 15, 2004

Amended 10KSB

Turner Stone & Company, L.L.P. Certified Public Accountants Dallas, Texas November 12, 2004

-------------------------------------------------------------------------------- Corrected signature date on Report of Independent Registered Public Accounting Firm --------------------------------------------------------------------------------

Consolidated Statements of Operations

In 10KSB pre Amendment

Loss of civil action (462,740) Other 3,323

Amended 10KSB

Loss of civil action (459,936) Other 519

-------------------------------------------------------------------------------- Loss of civil action: The $462,379 included financing expenses in securing the loan to pay the lawsuit. The amount of the lawsuit was $459,936. --------------------------------------------------------------------------------

Consolidated Statements of Operations

In 10KSB pre Amendment

Loss per share continued ops (0.37)

Net Loss per share (0.44)

Amended 10KSB

Loss per share continued ops (0.36)

Net Loss per share (0.43)

-------------------------------------------------------------------------------- Corrected errors --------------------------------------------------------------------------------

Consolidated statements of changes in stockholders' deficit

In 10KSB pre Amendment

Common Shares at July 31, 2002 7,452,034 Common Shares at July 31, 2003 7,947,034 Stock issued for services 115,000

Amended 10KSB

Common Shares at July 31, 2002 6,471,934 Common Shares at July 31, 2003 6,946,934 Stock issued for services 115,100

-------------------------------------------------------------------------------- Corrected errors --------------------------------------------------------------------------------

<PAGE>

SEC Response April 6, 2005 Page 5 of 20

Page F-13

In 10KSB pre Amendment

ELGT has recently entered into an asset based credit facility which provides for a working line of up to $1,750,000.

Amended 10KSB

ELGT has recently entered into an asset based credit facility which provides for a working line of up to $1,750,000, pending closing

-------------------------------------------------------------------------------- Added comment --------------------------------------------------------------------------------

Page F-15

In 10KSB pre Amendment

In accordance with Statements of Financial Accounting Standards ("SFAS") No. 86, Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed, all costs incurred to establish the technological feasibility are research and development costs. In accordance with this provision, the Company has expensed approximately $217,000 of research and development related expenses from inception through February 2003. The costs that were expensed related to the creation a working model

Amended 10KSB

In accordance with Statements of Financial Accounting Standards ("SFAS") No. 86, Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed, all costs incurred to establish the technological feasibility are research and development costs. In accordance with this provision, the Company has expensed approximately $217,000 of research and development related expenses from inception through February 2003. The costs that were expensed related to the creation of a working model

-------------------------------------------------------------------------------- typographical correction --------------------------------------------------------------------------------

Page F-16 Foreign Currency Translation

In 10KSB pre Amendment

component of shareholders' equity

Amended 10KSB

component of shareholders' deficit

-------------------------------------------------------------------------------- replaced the word "equity" with "deficit" --------------------------------------------------------------------------------

Page F-16 Comprehensive Income

In 10KSB pre Amendment

presented in the accompanying consolidated statement of changes in stockholders' equity

Amended 10KSB

presented in the accompanying consolidated statement of changes in stockholders' deficit

-------------------------------------------------------------------------------- replaced the word "equity" with "deficit" --------------------------------------------------------------------------------

<PAGE>

SEC Response April 6, 2005 Page 6 of 20

Page F-19 Long-term obligations

In 10KSB pre Amendment

Mortgage note payable due in monthly payments of principal and interest at 2.75%

Amended 10KSB

Mortgage note payable due in monthly payments of principal and interest of $3,617 at 2.75%

-------------------------------------------------------------------------------- Long term obligations - added dollar amount --------------------------------------------------------------------------------

F-20 7. Accrued liabilities

In 10KSB pre Amendment

Payroll $307,270 Vacation Pay 57,329 Taxes 51,417 Interest 17,800 Miscellaneous 227,081

Amended 10KSB

Accrued payroll and related taxes $307,270 Property tax 155,505 Vacation pay 57,329 Sales tax 51,417 Interest 17,800 Miscellaneous 71,576

-------------------------------------------------------------------------------- moved Property tax from Miscellaneous to separate category and embellished wording of payroll accrual. --------------------------------------------------------------------------------

Page F-21 Concentration of Credit Risk Paragraph 2

In 10KSB pre Amendment

As of July 31, 2004, approximately 49% and 17% of the accounts receivable balance is due from two customers.

Amended 10KSB

As of July 31, 2004, 49% and 17% of the accounts receivable balance is due from two customers.

-------------------------------------------------------------------------------- removed qualification "approximately" --------------------------------------------------------------------------------

F-23 10. Benefit Plans

In 10KSB pre Amendment

The Company has recognized a minimum pension liability for the under-funded plan. The minimum liability is equal to the excess of the projected benefit obligation over plan assets. A corresponding amount is recognized as either an intangible asset or reduction of stockholders' equity. The Company recorded liabilities of $1,410,689 and $1,177,342, intangible assets of $0 and $9,326 and a stockholders' equity reduction

Amended 10KSB

The Company has recognized a minimum pension liability for the under-funded plan. The minimum liability is equal to the excess of the projected benefit obligation over plan assets. A corresponding amount is recognized as either an intangible asset or reduction of stockholders' deficit. The Company recorded liabilities of $1,410,689 and $1,177,342, intangible assets of $0 and $9,326 and a stockholders' deficit reduction

-------------------------------------------------------------------------------- replaced the word "equity" with "deficit" --------------------------------------------------------------------------------

<PAGE>

SEC Response April 6, 2005 Page 7 of 20

F-28 Item 14. Acquisition

In 10KSB pre Amendment

The acquisition was recorded under the purchase method, whereby LMT's net assets were recorded at estimated fair value and its operations have been reflected in the statements of operations since that date. The allocation of purchase price is as follows:

Amended 10KSB

The acquisition was recorded under the purchase method, whereby LMT's net assets were recorded at estimated fair value and its operations have been reflected in the consolidated statements of operations since that date. The allocation of purchase price is as follows:

-------------------------------------------------------------------------------- inserted word consolidated in regard to statements of operations. ----------------------- --------------------------------------------------------

F-30 Item 17. Fourth Quarter Results and Adjustments

Amended 10KSB

During the fourth quarter of the fiscal year ended July 31,

Show Raw Text
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                                      ELGT
                          Electric & Gas Technology Inc

April 6, 2005

Securities and Exchange Commission
450 Fifth Street, N.W.
Mail Stop 0306
Washington, D.C. 20549
Attn:    Gary R. Todd
         Reviewing Accountant

Re:      Electric & Gas Technology, Inc.
         File No. 0-14754

Dear Mr. Todd:

I am responding to your letter of March 11, 2005 in which you provided  comments
regarding a review of our filings. Let me first state that we agree in all cases
where you have indicated that we should revise our documents in response to your
comments in future  filings and we intend to do so. We  incorporated  as many of
these as time would allow in our most  recent  Form  10-QSB  filing on March 22,
2005.

This  document was prepared by Electric and Gas  Technology,  Inc. (the Company)
and was reviewed by the  Company's  independent  public  accounting  firm Turner
Stone and Company,  LLP, its pension plan actuary of Pension  Associates (a unit
of  Nationwide),  its  compliance  attorney  Legal and  Compliance,  LLP and its
pension plan attorney Jackson Walker, LLP.

On  March  24,  2005,  the  Company  filed  an  amended  Form  10-KSB/A  to make
corrections to the original  10-KSB filing made November 15, 2004.  This amended
filing was originally attempted on December 21, 2004, shortly after we filed our
first  quarter  10-QSB on December  20, 2004.  Although  the amended  filing was
submitted  for  EDGARization  on  December  21, 2004 our  internal  verification
process  failed,  and the Company  assumed in error that the amended  filing was
completed.

Recognition  of the  oversight  was  made in the  course  of  responding  to the
Commission's  inquiry,  presented herein. The Company has addressed its protocol
for  verification  of EDGAR  filings and has made it a priority to have  filings
prepared more timely to allow for a more thorough review.

A red-line of the original to amended  version of the filings is  attached.  The
following  table details the  specifics of the amendment to the original  filing
with commentary as applicable:

<PAGE>

SEC Response
April 6, 2005
Page 2 of 20

Page 3

In 10KSB pre Amendment

Research and Development is conducted in the Utility  sector.  In this area, the
Company has spent an estimated  $90,000 in each of the last two (2) years in the
development of new products for new products and concepts.

Amended 10KSB

Research and Development is conducted in the Utility  sector.  In this area, the
Company  has  spent  approximately  $197,000  in the last  two (2)  years in the
development of new products for new products and concepts.

--------------------------------------------------------------------------------
The 2 year expense comment was an approximation. The actual expense was included
in the operating statement. This has no impact on the financial statements.
--------------------------------------------------------------------------------

Page 8

In 10KSB pre Amendment

The  Company  lost its appeal on the SBA  lawsuit  pertaining  to a real  estate
transaction dating back to 1987,  resulting in a judgment against the Company of
$462,379.

Amended 10KSB

The  Company  lost its appeal on the SBA  lawsuit  pertaining  to a real  estate
transaction dating back to 1987,  resulting in a judgment against the Company of
$459,936.

--------------------------------------------------------------------------------
$462,379  included  financing  expenses  related to payment of the lawsuit.  The
amount of the lawsuit was $459,936.
--------------------------------------------------------------------------------

Page 12

In 10KSB pre Amendment

Fiscal year 2004 Results of Operations

Background

Amended 10KSB

Background

--------------------------------------------------------------------------------
removed superfluous statement.
--------------------------------------------------------------------------------

Page 13

In 10KSB pre Amendment

During fiscal 2004, the Company increased its operating loss by $1,760,417

Operating income (loss):
Water:                          (306,364)       (6.95%)
Utilities                       (590,496)       (7.13%)
Contract Manufacturing           626,500        12.16%
Total operating (loss)          (270,360)     (547.75%)
General corporate               (861,397)

<PAGE>

SEC Response
April 6, 2005
Page 3 of 20

Amended 10KSB

During fiscal 2004, the Company increased its operating loss by $1,131,757

Operating income (loss):
Water:                          (306,194)       (933.54%)
Utilities                       (547,541)       (381.67%)
Contract Manufacturing           638,540         227.41%
Total operating (loss)          (215,195)       (205.87%)
General corporate                               (916,562)

--------------------------------------------------------------------------------
corrected error of omission to update table.
--------------------------------------------------------------------------------

Page 14

In 10KSB pre Amendment

Contract  Manufacturing  revenues  increased by  $2,325,969  in fiscal 2004 over
those in 2003, due primarily to the  resurgence of the telecom  business and the
deployment of the new GSM technology. Operating income increased by $626,500

Amended 10KSB

Contract  Manufacturing  revenues  increased by  $2,325,969  in fiscal 2004 over
those in 2003, due primarily to the  resurgence of the telecom  business and the
deployment of the new GSM technology. Operating income increased by $638,540

In 10KSB pre Amendment

Water Production  revenues  increased  (decreased) by ($394,124) and $455,747 in
fiscal 2004 and 2003, respectively, while operating income increased (decreased)
by ($306,364)

Amended 10KSB

Water Production  revenues  increased  (decreased) by ($394,124) and $455,747 in
fiscal 2004 and 2003, respectively, while operating income increased (decreased)
by ($306,194)

In 10KSB pre Amendment

Liquidity. Cash flow used by operating activities amounted to $(599,199)

Amended 10KSB

Liquidity. Cash flow used by operating activities amounted to $(599,119)

--------------------------------------------------------------------------------
Corrected errors
--------------------------------------------------------------------------------

Page 22 (Item 12)

In 10KSB pre Amendment

Petroleum Dynamic      (4,222)

Amended 10KSB

Petroleum Dynamic        -           (4,222)

--------------------------------------------------------------------------------
Corrected error
--------------------------------------------------------------------------------

Page 23

In 10KSB pre Amendment

(iv)  Consolidated  Statements  of Changes in  Stockholders'  Equity for the two
years ended July 31, 2004 and 2003.

Amended 10KSB

(iv)  Consolidated  Statements of Changes in  Stockholders'  Deficit for the two
years ended July 31, 2004 and 2003.

--------------------------------------------------------------------------------
replaced the word "equity" with "deficit"
--------------------------------------------------------------------------------

<PAGE>

SEC Response
April 6, 2005
Page 4 of 20

Report of independent Registered Public Accounting Firm

In 10KSB pre Amendment

Turner Stone & Co.
Certified Public Accountants
Dallas, Texas
November 15, 2004

Amended 10KSB

Turner Stone & Company, L.L.P.
Certified Public Accountants
Dallas, Texas
November 12, 2004

--------------------------------------------------------------------------------
Corrected  signature date on Report of Independent  Registered Public Accounting
Firm
--------------------------------------------------------------------------------

Consolidated Statements of Operations

In 10KSB pre Amendment

Loss of civil action            (462,740)
Other                              3,323

Amended 10KSB

Loss of civil action            (459,936)
Other                                519

--------------------------------------------------------------------------------
Loss of civil action:  The $462,379 included  financing expenses in securing the
loan to pay the lawsuit. The amount of the lawsuit was $459,936.
--------------------------------------------------------------------------------

Consolidated Statements of Operations

In 10KSB pre Amendment

Loss per share continued ops            (0.37)

Net Loss per share                      (0.44)

Amended 10KSB

Loss per share continued ops            (0.36)

Net Loss per share                      (0.43)

--------------------------------------------------------------------------------
Corrected errors
--------------------------------------------------------------------------------

Consolidated statements of changes in stockholders' deficit

In 10KSB pre Amendment

Common Shares at July 31, 2002          7,452,034
Common Shares at July 31, 2003          7,947,034
Stock issued for services                 115,000

Amended 10KSB

Common Shares at July 31, 2002          6,471,934
Common Shares at July 31, 2003          6,946,934
Stock issued for services                 115,100

--------------------------------------------------------------------------------
Corrected errors
--------------------------------------------------------------------------------

<PAGE>

SEC Response
April 6, 2005
Page 5 of 20

Page F-13

In 10KSB pre Amendment

ELGT has recently entered into an asset based credit facility which provides for
a working line of up to $1,750,000.

Amended 10KSB

ELGT has recently entered into an asset based credit facility which provides for
a working line of up to $1,750,000, pending closing

--------------------------------------------------------------------------------
Added comment
--------------------------------------------------------------------------------

Page F-15

In 10KSB pre Amendment

In accordance with Statements of Financial Accounting Standards ("SFAS") No. 86,
Accounting for the Costs of Computer  Software to Be Sold,  Leased, or Otherwise
Marketed,  all costs  incurred to establish the  technological  feasibility  are
research and development  costs. In accordance with this provision,  the Company
has expensed approximately $217,000 of research and development related expenses
from inception  through  February 2003. The costs that were expensed  related to
the creation a working model

Amended 10KSB

In accordance with Statements of Financial Accounting Standards ("SFAS") No. 86,
Accounting for the Costs of Computer  Software to Be Sold,  Leased, or Otherwise
Marketed,  all costs  incurred to establish the  technological  feasibility  are
research and development  costs. In accordance with this provision,  the Company
has expensed approximately $217,000 of research and development related expenses
from inception  through  February 2003. The costs that were expensed  related to
the creation of a working model

--------------------------------------------------------------------------------
typographical correction
--------------------------------------------------------------------------------

Page F-16 Foreign Currency Translation

In 10KSB pre Amendment

component of shareholders' equity

Amended 10KSB

component of shareholders' deficit

--------------------------------------------------------------------------------
replaced the word "equity" with "deficit"
--------------------------------------------------------------------------------

Page F-16 Comprehensive Income

In 10KSB pre Amendment

presented in the accompanying consolidated statement of changes in stockholders'
equity

Amended 10KSB

presented in the accompanying consolidated statement of changes in stockholders'
deficit

--------------------------------------------------------------------------------
replaced the word "equity" with "deficit"
--------------------------------------------------------------------------------

<PAGE>

SEC Response
April 6, 2005
Page 6 of 20

Page F-19 Long-term obligations

In 10KSB pre Amendment

Mortgage note payable due in monthly payments of principal and interest at 2.75%

Amended 10KSB

Mortgage  note  payable due in monthly  payments of  principal  and  interest of
$3,617 at 2.75%

--------------------------------------------------------------------------------
Long term obligations - added dollar amount
--------------------------------------------------------------------------------

F-20 7. Accrued liabilities

In 10KSB pre Amendment

Payroll                                 $307,270
Vacation Pay                              57,329
Taxes                                     51,417
Interest                                  17,800
Miscellaneous                            227,081

Amended 10KSB

Accrued payroll and related taxes       $307,270
Property tax                             155,505
Vacation pay                              57,329
Sales tax                                 51,417
Interest                                  17,800
Miscellaneous                             71,576

--------------------------------------------------------------------------------
moved  Property tax from  Miscellaneous  to separate  category  and  embellished
wording of payroll accrual.
--------------------------------------------------------------------------------

Page F-21 Concentration of Credit Risk Paragraph 2

In 10KSB pre Amendment

As of July  31,  2004,  approximately  49% and  17% of the  accounts  receivable
balance is due from two customers.

Amended 10KSB

As of July 31, 2004, 49% and 17% of the accounts  receivable balance is due from
two customers.

--------------------------------------------------------------------------------
removed qualification "approximately"
--------------------------------------------------------------------------------

F-23 10. Benefit Plans

In 10KSB pre Amendment

The Company has  recognized a minimum  pension  liability  for the  under-funded
plan.  The minimum  liability  is equal to the excess of the  projected  benefit
obligation over plan assets.  A corresponding  amount is recognized as either an
intangible  asset or reduction of  stockholders'  equity.  The Company  recorded
liabilities of $1,410,689 and $1,177,342, intangible assets of $0 and $9,326 and
a stockholders' equity reduction

Amended 10KSB

The Company has  recognized a minimum  pension  liability  for the  under-funded
plan.  The minimum  liability  is equal to the excess of the  projected  benefit
obligation over plan assets.  A corresponding  amount is recognized as either an
intangible  asset or reduction of  stockholders'  deficit.  The Company recorded
liabilities of $1,410,689 and $1,177,342, intangible assets of $0 and $9,326 and
a stockholders' deficit reduction

--------------------------------------------------------------------------------
replaced the word "equity" with "deficit"
--------------------------------------------------------------------------------

<PAGE>

SEC Response
April 6, 2005
Page 7 of 20

F-28 Item 14. Acquisition

In 10KSB pre Amendment

The acquisition was recorded under the purchase method, whereby LMT's net assets
were recorded at estimated fair value and its operations  have been reflected in
the  statements of operations  since that date. The allocation of purchase price
is as follows:

Amended 10KSB

The acquisition was recorded under the purchase method, whereby LMT's net assets
were recorded at estimated fair value and its operations  have been reflected in
the  consolidated  statements of operations  since that date.  The allocation of
purchase price is as follows:

--------------------------------------------------------------------------------
inserted word consolidated in regard to statements of operations.
----------------------- --------------------------------------------------------

F-30 Item 17. Fourth Quarter Results and Adjustments

Amended 10KSB

During the fourth  quarter of the fiscal year ended July 31,