alea-institute/kl3m-data-sample-004-shuffled huggingface dataset:
<PAGE>   1
                                  Exhibit 22


                            Regent Technologies, Inc.
                              List of Subsidiaries
                              --------------------

                        1.  Regent TEL1 Communications, Inc.
                            2929 Elm Street
                            Dallas, Texas 75226

                        2.  ConnecTen L. L. C.
                            2929 Elm Street
                            Dallas, Texas 75226

                        3.  Channel Services, L. C.
                            2929 Elm Street
                            Dallas, Texas 75226

                        4.  Regent Digital Imaging, Inc.
                            16405 Addison Road, Suite 150
                            Dallas, Texas 75248
9746.

#### Central of Georgia Railway Co. *v.*Dean.

Decided January 29, 1920.

Certiorari; from Eultou superior court—Judge Bell. March 26, 1918.

*Moise & Riddell,*for plaintiff in error.

*John W. Crenshaw, R. W. Crenshaw,*contra.

Luke, J.

1. "Where a passenger purchases a through ticket over a line of railroads, having a coupon attached for each road, and checks his baggage through to his destination, if upon his arrival it is found to be lost, he may hold the last road of the line responsible therefor, whether the last road actually received the baggage or not. *Savannah, Florida & Western Ry.*v. *McIntosh,*73 *Ga.*532.”

2. In response to a question certified by this court, the Supreme Court, in rendering the decision set out above (149 *Ga.*650, 101 S. E. 769), reviewed and reaffirmed the ruling announced in *Savannah, Florida*& *Western Ry.*v. *McIntosh,*supra; and that decision being controlling in this case, the judge of the superior court did not err in overruling the certiorari.

*Judgment affirmed.*

*Broyles,*O. *J., and Bloodworth, J., concur.*
<PAGE>   1
                                                                     EXHIBIT 5.1


                                                   June 24, 1998


AMRESCO, INC.
700 North Pearl Street
Suite 2400, LB 342
Dallas, Texas 75201-7424


         Re:    Registration on Form S-3 of 1,180,221 shares of Common Stock,
                par value $0.05 per share, of AMRESCO, INC.


Gentlemen:

         I am general counsel of AMRESCO, INC., a Delaware corporation (the
"Company"), in connection with the registration and sale of up to 1,180,221
shares of Common Stock, par value $0.05 per share, of the Company (the "Shares")
to be sold by the Selling Shareholders described in the Prospectus constituting
a part of the Registration Statement on Form S-3 to which this opinion is an
exhibit (the "Selling Shareholders") following conversion of the Company's
Convertible Promissory Note to be issued by the Company to Independence Funding
Company, LLC and the Company's Convertible Promissory Note to be issued by the
Company to Telecapital, L.P.
(collectively, the "Notes").

         I have examined such documents, records and matters of law as I have
deemed necessary for purposes of this opinion. Based on the foregoing, I am of
the opinion that the Selling Shareholders' Shares are duly authorized and, when
issued in accordance with the terms of the Notes and sold by the Selling
Shareholders as described in the Prospectus contained in the Company's
Registration Statement on Form S-3 to which this opinion is an exhibit, will be
validly issued, fully paid and nonassessable.

         In rendering the foregoing opinion, I have relied as to certain factual
matters upon certificates of officers of the Company, the Selling Shareholders
and public officials, and I have not independently checked or verified the
accuracy of the statements contained therein.

         I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Company's Registration Statement on Form S-3 relating to the Shares and any
amendments thereto filed by the Company to effect registration of the Shares
under the Securities Act of 1933, as amended, and to the reference to me under
the caption "Legal Matters" in the Prospectus constituting a part of such
Registration Statement.

                                                     Very truly yours,

                                                     /s/ L. Keith Blackwell

                                                     L. Keith Blackwell
                                                     General Counsel
Exhibit 31.2



I, Anthony E. Applebaum, certify that:



1.  I have reviewed this quarterly report on Form 10-QSB of Mera Pharmaceuticals, Inc.;



2.  Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;



3.  Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;



4.  The Company's other certifying officers and I, are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:



a)

designed such disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;



b)

evaluated the effectiveness of the Company's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and



c)

presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;



5.  The Company's other certifying officers and I have disclosed, based on our most recent evaluation, to the Company's auditors and the audit committee of Company's board of directors (or persons performing the equivalent functions):



a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the Companys ability to record, process, summarize and report financial data and have identified for the Company's auditors any material weaknesses in internal controls; and



b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls; and



6.  The Company's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



|                                           |  | 
|------------------------------------------ |  | 
|Date:   June 11, 2009                      |  | 
|                                           |  | 
|/s/ANTHONY E. APPLEBAUM                    |  | 
|Anthony E. Applebaum                       |  | 
|Principal Financial and Accounting Officer |  |
<TABLE> <S> <C>

<ARTICLE> 9
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                      16,909,922
<INT-BEARING-DEPOSITS>                               0
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                159,373,111
<INVESTMENTS-CARRYING>                               0
<INVESTMENTS-MARKET>                                 0
<LOANS>                                    422,343,719
<ALLOWANCE>                                  6,422,377
<TOTAL-ASSETS>                             608,621,127
<DEPOSITS>                                 534,266,950
<SHORT-TERM>                                23,557,257
<LIABILITIES-OTHER>                          6,539,990
<LONG-TERM>                                          0
<COMMON>                                       949,435
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<OTHER-SE>                                  43,307,495
<TOTAL-LIABILITIES-AND-EQUITY>             608,621,127
<INTEREST-LOAN>                             17,612,241
<INTEREST-INVEST>                            5,348,739
<INTEREST-OTHER>                                     0
<INTEREST-TOTAL>                            22,960,980
<INTEREST-DEPOSIT>                          12,417,906
<INTEREST-EXPENSE>                          13,026,961
<INTEREST-INCOME-NET>                        9,934,019
<LOAN-LOSSES>                                  480,000
<SECURITIES-GAINS>                               7,806
<EXPENSE-OTHER>                              5,162,568
<INCOME-PRETAX>                              4,858,990
<INCOME-PRE-EXTRAORDINARY>                   4,858,990
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 3,298,990
<EPS-PRIMARY>                                     1.74
<EPS-DILUTED>                                     1.68
<YIELD-ACTUAL>                                    3.56
<LOANS-NON>                                    408,000
<LOANS-PAST>                                     9,000
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                             5,942,377
<CHARGE-OFFS>                                        0
<RECOVERIES>                                         0
<ALLOWANCE-CLOSE>                            6,422,377
<ALLOWANCE-DOMESTIC>                         5,396,600
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                      1,025,777
        

</TABLE>
9324.

#### JORDAN MERCANTILE CO. *v.*BROOKS *et al.*

“1. Where one sells personal property, taking a purchase-money note reserving title in th? property until the note is paid, the holder of such note may recover the property in an action of trover, upon failure of the maker of the note to pay the same.

“2. The fact that the transfer or assignment of such a note is made ‘without recourse’ on the payee will not operate to divest the note of its character as a debt for purchase-money with retention of the title to the property. Civil Code (1910), § 3345.

“3. Since this right pertains to the ‘holder’, it follows the note through any number of transfers or assignments; and this is true whether the transfer makes reference to the property to which title is reserved or not. Civil Code (1910), § 3346.

“4. It follows that where there are several transfers, some of which contain the words ‘without recourse’ and others do not, the last holder may sue in trover for the property to which title is reserved.”

Decided June 9, 1919.

Trover; from city court of Zebulon—Charles J. Lester, judge pro hac vice. September 25, 1917.

*H. A. Rider,*for plaintiff. *J. B. McDonald,*for defendants.

Bloodworth, J.

In this case this court certified to the Supreme Court certain questions, and the foregoing headnotes are taken from the answer. The full opinion of that court is in 149 *Ga.*157 (99 S. E. 289). Under these rulings and the facts, the trial' court erred in directing a verdict for the defendant.

*Judgment reversed.*

*Broyles, P. J., and Stephens, J., concur.*
EXHIBIT 32.1

 

 

CERTIFICATION PURSUANT TO 

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

 

Each of the undersigned hereby certifies, for the purposes of 18 U.S.C. Section 1350, in his capacity as an officer of Omega Flex, Inc. (the “Company”), that, to his knowledge: 

 

(a)           the Annual Report on Form 10-K of the Company for the year ended December 31, 2005, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and 

 

(b)           the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: April 3, 2006

 

/S/ John E. Reed____________________________________

 

John E. Reed

Chief Executive Officer 

 

/S/ Stephen M. Shea_____________________________________

 

Stephen M. Shea

Chief Financial Officer 

 

This certification is not deemed to be “filed” for purposes of section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. This certification is not deemed to be incorporated by reference into any filing under the Securities Act of 1933 or Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates it by reference.

 

 

 
|   | Page 1 |
|--------|--------|
I 

108TH CONGRESS 

2D SESSION H. R. 4208 

To discourage the abuse of stock options by executives of public companies 

by preventing unjust enrichment through the recapture of profits when 

shareholders suffer losses. 

IN THE HOUSE OF REPRESENTATIVES 

APRIL 22, 2004 

Mr. FRANK of Massachusetts introduced the following bill; which was referred 

to the Committee on Financial Services 

A BILL 

To discourage the abuse of stock options by executives of 

public companies by preventing unjust enrichment 

through the recapture of profits when shareholders suffer 

losses. 

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled, 

3 SECTION 1. SHORT TITLE. 

4 This Act may be cited as the ‘‘Executive Stock Op5 tion Profit Recapture Act’’. 

6 SEC. 2. PURPOSES. 

7 The purposes of this Act are— 
2 

•HR 4208 IH 

1 (1) to reduce the perverse incentive created by 

2 executive stock options for executives to take actions 

3 to inflate the value of their shares prior to exercising 

4 options; and 

5 (2) to prevent the resulting losses to share6 holders by limiting the ability of executive officers 

7 and directors to profit from the exercise of stock op8 tions when shareholders have suffered substantial 

9 losses. 

10 SEC. 3. RETURN OF STOCK OPTION PROFITS. 

11 Section 304 of the Sarbanes-Oxley Act of 2002 (15 

12 U.S.C. 7243) is amended 

13 (1) by redesignating subsection (b) as sub14 section (c); 

15 (2) by inserting after subsection (a) the fol16 lowing new subsection: 

17 ‘‘(b) STOCK OPTION EXERCISE PRIOR TO STOCK

18 PRICE DECLINES.—The Commission shall prescribe rules 

19 requiring that, if, at the end of a period ending one year 

20 after one or more of the five most highly compensated ex21 ecutive officers or the directors of an issuer have exercised 

22 options on securities of an issuer granted to the executive 

23 officer or director as compensation, the stock of the issuer 

24 has declined by a material amount, as determined by the 

25 Commission by rule, then such executive officer or director 
3 

•HR 4208 IH 

1 shall be required to reimburse the issuer for all gains real2 ized on the sale of securities obtained as a result of the 

3 option exercise that are in excess of any gains that would 

4 have been realized had the securities been sold at the stock 

5 price at the end of such one-year period. Such rules shall 

6 be effective one year after the date of enactment of the 

7 Executive Compensation and Corporate Governance Act of 

8 2004.’’; and 

9 (3) in subsection (c) (as redesignated by para10 graph (1) of this section), by striking ‘‘subsection 

11 (a)’’ and inserting ‘‘subsections (a) and (b)’’. 

12 SEC. 4. DEADLINE FOR RULEMAKING. 

13 The Securities and Exchange Commission shall pre14 scribe the rules and regulations required by the amend15 ments made by this Act within 270 days after the date 

16 of enactment of this Act. 

Æ
<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM WORLDCOM,
INC. AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<CASH>                                         484,609
<SECURITIES>                                   942,564
<RECEIVABLES>                                1,150,907
<ALLOWANCES>                                   136,436
<INVENTORY>                                          0
<CURRENT-ASSETS>                             2,688,051
<PP&E>                                       4,589,030
<DEPRECIATION>                                 401,565
<TOTAL-ASSETS>                              20,842,778
<CURRENT-LIABILITIES>                        1,976,426
<BONDS>                                      5,356,391
<PREFERRED-MANDATORY>                              128
<PREFERRED>                                          0
<COMMON>                                         9,426
<OTHER-SE>                                  13,242,256
<TOTAL-LIABILITY-AND-EQUITY>                20,842,778
<SALES>                                      4,527,000
<TOTAL-REVENUES>                             4,527,000
<CGS>                                        2,474,866
<TOTAL-COSTS>                                6,401,880
<OTHER-EXPENSES>                              (24,608)
<LOSS-PROVISION>                                57,967
<INTEREST-EXPENSE>                             252,987
<INCOME-PRETAX>                            (2,103,259)
<INCOME-TAX>                                   129,528
<INCOME-CONTINUING>                        (2,232,787)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                               (24,434)
<CHANGES>                                            0
<NET-INCOME>                               (2,258,081)
<EPS-PRIMARY>                                   (5.07)
<EPS-DILUTED>                                   (5.07)
        

</TABLE>
Document headings vary by document type but may contain
                    the following: the agency or agencies that issued and signed a document
the number of the CFR title and the number of each part
                      the document amends, proposes to amend, or is directly
                      related to
the agency docket number / agency internal file number
the RIN which identifies each regulatory action listed in
                      the Unified Agenda of Federal Regulatory and Deregulatory
                      Actions See the
                    Document Drafting Handbook
                    for more details.
 Small Business Administration [Disaster Declaration # 14188 and # 14189]
 AGENCY: U.S. Small Business Administration.
 ACTION: Notice.
 SUMMARY: This is a notice of an Administrative declaration of a disaster for the State of UTAH dated 11/18/2014. *Incident:*
                         Severe storms & flooding. *Incident Period:*
                         09/27/2014. *Effective Date:*
                         11/18/2014. *Physical Loan Application Deadline Date:*
                         01/20/2015. *Economic Injury (EIDL) Loan Application Deadline Date:*
                         08/18/2015.
 ADDRESSES: Submit completed loan applications to: U.S. Small Business Administration, Processing And Disbursement Center, 14925 Kingsport Road, Fort Worth, TX 76155.
 FOR FURTHER INFORMATION CONTACT: A. Escobar, Office of Disaster Assistance, U.S. Small Business Administration, 409 3rd Street SW., Suite 6050, Washington, DC 20416.


SUPPLEMENTARY INFORMATION: Notice is hereby given that as a result of the Administrator's disaster declaration, applications for disaster loans may be filed at the address listed above or other locally announced locations. The following areas have been determined to be adversely affected by the disaster: Primary Counties: Carbon. Contiguous Counties: Utah, Duchesne, Emery, Sanpete, Uintah, Utah. The Interest Rates are: *For Physical Damage:*Homeowners With Credit Available Elsewhere
4.125Homeowners Without Credit Available Elsewhere
2.063Businesses With Credit Available Elsewhere
6.000Businesses Without Credit Available Elsewhere
4.000Non-Profit Organizations With Credit Available Elsewhere
2.625Non-Profit Organizations Without Credit Available Elsewhere
2.625*For Economic Injury:*Businesses & Small Agricultural Cooperatives Without Credit Available Elsewhere
4.000Non-Profit Organizations Without Credit Available Elsewhere
2.625
 The number assigned to this disaster for physical damage is 14188 B and for economic injury is 14189 0. The States which received an EIDL Declaration # are Utah (Catalog of Federal Domestic Assistance Numbers 59002 and 59008) Dated: November 18, 2014. Maria Contreras-Sweet, Administrator.


[FR Doc. 2014-28334 Filed 12-1-14; 8:45 am] BILLING CODE 8025-01-P
#### RECREECH, INC. v. SWARINGEN

No. 199P97

Case below: 125 N.C.App. 743

Petition by defendant for discretionary review pursuant to G.S. 7A-31 denied 5 June 1997.