SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A-1
(Mark One)
[XX] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999 or
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to ____________________
Commission File Number: 0-29182
FIDELITY HOLDINGS, INC.
-----------------------
(Exact name of small business issuer as specified in its charter)
Nevada 11-3292094
---------------------------- -------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
80-02 Kew Gardens Road, Suite 5000
Kew Gardens, New York 11415
---------------------------
(Address of principal executive offices)
(718) 520-6500
--------------
Issuer's telephone number
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 for such shorter period that the
registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No[_]
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 court. Yes [X] No [_]
<PAGE>
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: The number of shares of the
registrant's common stock outstanding as of November 12, 1999 was 15,738,936.
<PAGE>
Part 1. FINANCIAL INFORMATION
Item 1. Financial Statements
FIDELITY HOLDINGS, INC AND SUBSIDIARIES CONSOLIDATED FINANCIAL
STATEMENTS, September 30, 1999 (UNAUDITED)
<PAGE>
FIDELITY HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
REVISED REVISED
SEPTEMBER 30, DECEMBER 31,
1999 1998
ASSETS: Unaudited Audited
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<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 5,852,544 $ 977,134
Net investment in direct financing leases, current 2,065,391 2,168,952
Accounts receivable 12,235,155 7,118,717
Inventories 22,817,831 19,061,666
Other current assets 2,911,034 1,510,545
------------ ------------
Total current assets 45,881,955 30,837,014
Net investment in direct financing leases,
net of current portion 620,955 785,023
Property and equipment, net 5,440,443 5,352,406
Excess of costs over net assets acquired 13,389,327 10,614,963
Notes receivable - officer 639,400 799,819
Other assets 2,654,674 2,159,198
------------ ------------
Total assets $ 68,626,754 $ 50,548,423
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:
Notes payable - floor plan $ 21,758,507 $ 17,791,253
Notes payable - bank -- 450,000
Convertible debentures payable -- 600,000
Accounts payable 7,308,346 2,584,189
Accrued expenses 2,807,768 2,809,714
Current maturities of long-term debt 765,225 869,813
Customer deposits 1,133,598 732,014
------------ ------------
Total current liabilities 33,773,444 25,836,983
Long-term debt, less current maturities 7,604,522 7,953,278
Due to employees -- 249,851
Due to officer 1,018,581 54,795
------------ ------------
Total liabilities 42,396,547 34,094,907
------------ ------------
Commitments
Stockholders' equity
Preferred stock, $.01 par value;
2,000,000 shares authorized, 900,000 and
1,150,000 shares issued and outstanding 9,000 11,500
in 1999 and 1998
Common stock, $.01 par value
50,000,000 shares authorized, 14,533,936
and 12,054,771 shares issued and
outstanding in 1999 and 1998 145,339 120,548
Additional paid in capital 24,523,912 14,759,617
Cumulative translation adjustment (4,324) (4,977)
Retained earnings 1,753,067 1,566,828
Treasury stock, at cost; 70,281 shares
and 0 shares in 1999 and 1998, respectively (196,787) --
------------ ------------
Total stockholders' equity 26,230,207 16,453,516
------------ ------------
Total liabilities and stockholders' equity $ 68,626,754 $ 50,548,423
============ ============
</TABLE>
<PAGE>
FIDELITY HOLDINGS, INC. AND SUBSIDIARIES
REVISED CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPT 30, THREE MONTHS ENDED SEPT 30,
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues:
Automotive division $151,287,991 $ 63,427,183 $ 51,014,918 $ 36,939,944
Computer products and telecommunications
equipment 1,035,766 887,031 224,414 313,798
------------ ------------ ------------ ------------
Total revenues 152,323,757 64,314,214 51,239,332 37,253,742
------------ ------------ ------------ ------------
Operating expenses:
Cost of sales - automotive division 127,860,092 54,323,663 42,693,826 31,296,696
Cost of sales - computer products and
telecommunications equipment 861,514 469,727.00 196,515 165,547.00
Selling general and administrative
expense 21,624,321 7,529,007 7,771,150 4,788,146
Interest expense 1,284,591 653,444 406,703 317,292
------------ ------------ ------------ ------------
Operating income before income
tax expense 693,239 1,338,373 171,138 686,061
Income tax expense 507,000 428,000 145,000 238,000
------------ ------------ ------------ ------------
Net income $ 186,239 $ 910,373 $ 26,138 $ 448,061
============ ============ ============ ============
Per common share:
Basic $ 0.01 $ 0.09 $ -- $ 0.04
Diluted 0.01 0.06 -- 0.03
============ ============ ============ ============
Average number of shares used in computation:
Basic 13,441,487 10,722,123 14,439,375 11,030,417
Diluted 16,889,638 14,173,623 17,887,526 14,480,417
</TABLE>
<PAGE>
FIDELITY HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
<TABLE>
<CAPTION>
REVISED
NINE MONTHS ENDED SEPT 30,
----------------------------
1999 1998
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 186,239 $ 910,373
Adjustments to reconcile net income
to net cash (used in) provided by
operating activities:
Amortization of intangible assets 460,858 484,914
Depreciation 449,370 376,120
Deferred income taxes -- 428,000
Noncash item-stock-based compensation 475,534 126,007
(Increase) decrease in assets:
Net investment in direct financing leases 267,629 (548,763)
Notes receivable 160,419 (2,100)
Accounts receivable (5,116,438) 1,535,270
Inventories (3,756,165) 5,815,999
Other assets (1,798,932) (690,155)
Increase (decrease) in liabilities:
Accounts payable 4,724,157 (2,001,303)
Accrued expenses 216,933 43
Floor plan notes payable 3,967,254 (6,750,202)
Deferred revenue -- (48,174)
Customer deposits 401,584 (530,318)
----------- -----------
Net cash provided by (used in)
operating activities 638,442 (894,289)
----------- -----------
Cash flows used in investing activities:
Additions to property and equipment, (537,407) 228,102
Acquisition of Major Auto Group net of cash
acquired -- (6,838,901)
----------- -----------
Net cash used in investing activities (537,407) (6,610,799)
----------- -----------
Cash flows from financing activities:
Repurchase of common stock (196,787) --
Line of credit (450,000) --
Net proceeds from stock issuance 5,765,999 --
Payments of long-term debt (757,990) --
Proceeds from convertible debentures 2,750,000 --
Proceeds from long term debt -- 8,374,716
Payment of convertible debentures (2,337,500) --
Net cash provided by (used in)
----------- -----------
financing activities 4,773,722 8,374,716
----------- -----------
Effect of exchange rates on cash 653 --
----------- -----------
Net increase (decrease) in cash and cash equivalents 4,875,410 869,628
Cash and cash equivalents, beginning of period 977,134 217,191
----------- -----------
Cash and cash equivalents, end of period $ 5,852,544 $ 1,086,819
=========== ===========
Supplemental Disclosures Of Cash Flow Information:
Cash paid during the period for:
Interest $ 1,284,591 $ 653,444
Income taxes $ 851,037 $ -
</TABLE>
<PAGE>
FIDELITY HOLDINGS INC, AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unaudited
SEPTEMBER 30, 1999
1. Basis of Presentation
In the opinion of the Company, the accompanying consolidated financial
statements contain all adjustments (consisting only of normal recurring
adjustments) necessary to fairly present the Company's financial position and
its results of operations and cash flows as of the dates and for the periods
indicated.
Certain information and footnote disclosures normally contained in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted. These condensed consolidated financial statements should be
read in conjunction with the audited December 31, 1998 consolidated financial
statements and related notes included in the Company's 10-KSB. The results of
operations for the nine months and three months are not necessarily indicative
of the operating results for the full year.
Amounts for the nine months and three months ended September 30, 1998 have been
reclassified to conform with the September 30, 1999 presentation.
2. Common Stock Dividend
On June 1, 1999, the Company paid a 3-for-2 common stock dividend. Common shares
and earnings per share computations for prior periods have been restated to
reflect the stock dividend.
<PAGE>
Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following management's discussion and analysis of financial condition
and results of operations has been amended to reflect management's decision to
continue the development of the Company's non-automotive operations which had
previously been classified in its financial statements as discontinued
operations for financial reporting purposes. See Item 5.
The following discussion of the operations, financial condition, liquidity
and capital resources of Fidelity Holdings, Inc. and its subsidiaries (the
"Company") should be read in conjunction with the Company's unaudited
Consolidated Financial Statements and related notes thereto included elsewhere
herein.
This discussion contains, in addition to historical information,
forward-looking statements that involve risks and uncertainties. The Company's
actual results could differ significantly from the results discussed in the
forward-looking statements.
The Company
On May 14, 1998, the Company, a holding company involved in the
acquisition and development of synergistic technological and telecommunications
businesses and the regional consolidation of the retail automotive industry,
acquired, from a related party, the Major Automotive Group of dealerships
("Major Auto") and related real estate. The Company operates in two divisions:
Automotive and Computer Products and Telecommunications. The Automotive Division
consists of retail automotive dealerships, the Company's subsidiary Major Fleet
and Leasing, Inc. ("Major Fleet") and any related entities. The Computer
Products and Telecommunications Division is comprised of all non-automotive
operations, including the Company's subsidiaries, Computer Business Sciences,
Inc. and IG2, Inc.
In conformity with generally accepted accounting principles, the
consolidated results of operations of the Company include the results from Major
Auto only since the date of acquisition on May 14, 1998. Accordingly, while the
results of operations for the three and nine-month periods ended September 30,
1999 include the results for Major Auto, only the results for the 1999 and 1998
three-month periods are directly comparable.
Results of Operations -- Nine-Month Periods Ended September 30, 1999 and
September 30, 1998
Revenues. Revenues for the nine-month period ended September 30, 1999
increased to $152.3 million, or approximately $88.9 million, over the prior
comparable period's revenues of $64.3 million. Such increase was almost solely
attributable to the revenues of Major Auto, which were $150.7 million for the
1999 period as compared with Major Auto's revenues of $62.7 million in the
period May 14, 1998 to September 30, 1998. A comparison of the average monthly
revenue for Major Auto for the seven and one-half month period it was owned by
the Company in 1998 with the average monthly revenue generated by Major Auto
during the first nine months of 1999 shows an approximate 29% increase in 1999.
Management believes that this increase in average monthly sales is primarily
attributable to Major Auto's successful efforts in selling used vehicles at its
<PAGE>
expansive facility in Long Island City, New York. Average monthly used car sales
revenues increased more than 45% in the 1999 period as Major Auto continues to
set new volume records for itself almost every month. Major Auto's initiatives
included extensive Internet promotions, local advertising in all media,
intensive focus on customer service and the branding of its used car operation
as "Major World." The results of this period are not necessarily indicative of
the results for any future period or the full year of 1999.
Cost of Sales. Of the total cost of sales of $128.7 million for the nine
months ended September 30, 1999, $127.9 million is attributable to Major Auto's
operations. In the 1998 period, Major Auto's cost of sales aggregated $54.3
million from its acquisition on May 14, 1998 to September 30, 1998.
Gross profit. Of the total gross profit of $23.6 million for the nine
months ended September 30, 1999, Major Auto generated approximately $22.8
million. Gross profit as a percentage of sales for Major Auto during the 1999
period was 15.1%. Although there was no comparable amount for the first nine
months of 1998, the gross profit percentage for Major Auto was 13.8% in the
period May 14, 1998 to September 30, 1998 and, also, 13.8% for the seven and
one-half month period May 14, 1998 to December 31, 1998. For the retail
automotive dealership industry, as a whole in 1999 to date, the average gross
profit percentage is approximately 13%. Management believes that the increase in
gross profit percentage for Major Auto and its favorable comparison to the
industry is primarily attributable to the increased volume of used vehicle sales
as a percentage of total sales during the first nine months of 1999, as compared
with the 1998 period and the industry as a whole.
Selling, general and administrative ("S G & A") expense. In the nine
months ended September 30, 1999,S G &A expenses increased approximately $14.1
million to $21.6 million from $7.5 million in the 1998 period. This increase is
primarily attributable to Major Auto. S G & A expenses of Major Auto increased
approximately $11.9 million to an aggregate of $17.5 million in the first three
quarters of 1999 from $5.6 million for the period May 14, 1998 to September 30,
1998. S G & A expenses of the Computer Products and Telecommunications division
increased $1.6 million, or 260%, to $2.2 million in the 1999 period compared
with approximately $600,000 in the comparable prior period. Such increase was
substantially attributable to the development activities of IG2, Inc.
Interest expense. Interest expense had a net increase of $632,000 to almost $1.3
million in the first nine months of 1999 from interest expense of $653,000
incurred in the 1998 period. This is primarily related to the floor plan
interest of $520,000 and interest incurred in financing the acquisition of Major
Auto amounting to $583,000 and, to a lesser extent, $118,000 of net interest
primarily accrued on redeemed and converted debentures in the 1999 period.
Results of Operations -- Three-Month Periods Ended September 30, 1999 and
September 30, 1998
Revenues. Revenues for the three-month period ended September 30, 1999
increased approximately $14.0 million over the prior comparable period to $51.2
million. Such increase was almost solely attributable to the revenues of Major
Auto, which were $50.9 million for the 1999 quarter as compared with the Major
Auto's revenues of $36.6 million in the 1998 third quarter, an
<PAGE>
increase of 39.2%. This increase is primarily attributable to Major Auto's sales
initiatives, which resulted in a change in product mix from new and used car
sales to 40.7% and 54.5%, respectively, of total sales in the third quarter of
1999 from new and used car sales of 43.1% and 46.8%, respectively, of total
sales in the 1998 comparable quarter. This shift in mix, helped produce a 28.5%
increase in new car sales and a 58.5% increase in used cars sales in the 1999
period compared with the 1998 third quarter.
Cost of Sales. The cost of sales of $42.9 million was almost solely
attributable to Major Auto's costs of $42.7 for the three months ended September
30, 1999. In the comparable prior period, Major Auto's cost of sales aggregated
$31.3 million.
Gross profit. Major Auto generated approximately $7.9 million of the total
gross profit of $8.3 million for the three months ended September 30, 1999.
Gross profit as a percentage of sales for Major Auto during the 1999 period was
15.5%. In the third quarter of 1998, the gross profit percentage for Major Auto
was 14.4%. Management believes that the increase in gross profit percentage is
attributable to (1) the increased volume of used vehicle sales as a percentage
of total sales during the 1999 period as compared with the 1998 period, and (2)
an increase of 2.72% in gross profit percentage on used car sales from 15.13% in
the 1998 third quarter to 17.85% in the 1999 period.
Selling, general and administrative ("S G & A") expense. In the three
months ended September 30, 1999, S G & A expenses increased approximately $3.0
million to $7.8 million, from $4.8 million. S G & A expenses attributable to
Major Auto aggregated almost $7.0 million in the third quarter of 1999 as
compared with $3.8 million for the comparable prior period.
Interest expense. Interest expense had a net increase of $90,000 to
$407,000 in the third quarter of 1999 from interest expense of $317,000 incurred
in the comparable prior period. This is primarily related to the $57,000
increase incurred by Major Auto in its floor planning and acquisition financing.
Assets, Liquidity and Capital Resources - September 30, 1999
At September 30, 1999, total assets of the Company were $68.6 million, an
increase of approximately $18.0 million from December 31, 1998. This increase is
primarily related to the increase in Major Auto's accounts receivable of
approximately $4.6 million, the increase in Major Auto's inventories of almost
$3.7 million, increases in other assets and goodwill aggregating approximately
$4.4 million and a net increase in the Company's cash of approximately $4.9
million. The increase in accounts receivable and inventories is directly related
to Major Auto's increased sales levels during the first three quarters of 1999.
The increase in cash is primarily attributable to the net proceeds from the sale
of the Company's common stock and warrants in June 1999. The net proceeds, after
cash expenditures for fees, expenses and redemption of debentures, amounted to
approximately $3.5 million.
The net increase in the Company's cash of $4,875,410 for the nine months
ended September 30, 1999 was primarily attributable to $4,773,722 generated
through its financing activities. This was the net effect of the net proceeds of
$5,765,999 from a private placement of the Company's common
<PAGE>
stock and warrants in June 1999 and proceeds from the sale of $2,750,000 in 12%
convertible debentures as offset by repayment of $2,337,500 of the debentures,
payments of an aggregate of $1,207,990 of long-term and short-term debt and the
purchase of treasury stock for $196,787.
The Company believes that the cash generated from existing operations,
together with existing cash, available credit from its current lenders,
including banks and floor planning, will be sufficient to finance its current
operations, planned expansion and internal growth for at least the next
twenty-four months.
Year 2000 Issue
The Year 2000 issue arises because many computerized systems use two
digits rather than four to identify a year. Date sensitive systems may recognize
the year 2000 as 1900 or some other date, resulting in errors when information
using year 2000 dates are processed. In addition, similar problems may arise in
some systems that use certain dates in 1999 to represent something other than a
date. The effects of the Year 2000 issue may be experienced before, on or after
January 1, 2000, and, if not addressed, the impact on operations and financial
reporting may range from minor errors to significant systems failures, which
could affect an entity's ability to conduct normal business operations.
The Company recognizes the need to ensure its operations will not be
adversely impacted by the inability of the Company's systems to process data
having dates that could be affected by the Year 2000 issue. The Company is
currently addressing the risk with respect to the availability and integrity of
its financial systems and operating systems. While the Company believes its
planning efforts are adequate to address the Year 2000 concerns, there can be no
assurance that the systems of other companies, including suppliers, customers
and others on which the Company's operations rely are, or will be made,
compliant on a timely basis and will not have a material effect on the Company.
However, all such significant systems are being evaluated for compliance. The
cost of the Company's Year 2000 compliance effort is not expected to be material
to the Company's results of operations or financial position.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not engaged in any litigation other than as previously
reported.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
<PAGE>
Item 4. Submission of Matters to a Vote of Security Holders
On August 20, 1999, at the Company's Annual Meeting of Shareholders, the
Company's shareholders approved the following proposals. Proxies were solicited
by the Company pursuant to Regulation 14A under the Securities and Exchange Act
of 1934, as amended. As of July 23, 1999, the record date for the Annual
Meeting, there were approximately 13,661,174 shares of common stock outstanding
and entitled to vote, of which 13,251,478 shares of common stock were present in
person or by proxy and voted at the meeting and 900,000 shares of 1997 Major
Series of Convertible Preferred Stock outstanding and entitled to three votes
per share, all of which were present in person or by proxy and voted at the
meeting.
1. Proposal to elect five directors of the Company, each to survive until
the next Annual Meeting of Shareholders and until his successor is duly elected
and qualified or until his earlier resignation or removal.
For Abstain Not Voted
---------- ----- -------
Bruce Bendell 15,949,885 1,593 409,696
Doron Cohen 15,949,885 1,593 409,696
David Edelstein 15,949,885 1,593 409,696
James Wallick 15,949,885 1,593 409,696
Jeffrey Weiner 15,949,885 1,593 409,696
2. Proposal to ratify the selection of BDO Seidman, LLP as independent auditors
for the Company for the fiscal year ending December 31, 1999.
For ................... 15,948,387
Against ............... 1,254
Abstain ............... 1,270
Not Voted ............. 410,263
3. Proposal to approve the Director's Proposal to Authorize the Fidelity
Holdings, Inc. 1999 Employees Option Plan.
For ................... 14,203,292
Against ............... 49,619
Abstain ............... 3,075
Not Voted ............. 2,105,188
Item 5. Other Information
<PAGE>
Reclassification of Financial Statements
On February 7, 2000, the Company announced that its Board of Directors had
determined to continue the development of the Company's non-automotive
operations which had previously been classified in its financial statements as
discontinued operations for financial reporting purposes. Pursuant to Emerging
Issues Task Force ("EITF") 90-16: Accounting for Discontinued Operations
Subsequently Retained, the Company is filing this amendment to its Form 10-QSB
for the fiscal quarter ended September 30, 1999 to reflect the reclassification
of its financial statements in connection with its decision to continue the
Company's non-automotive operations.
Item 6. Exhibits and Reports on Form 8-K
Exhibit 27. Financial Data Schedule
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
FIDELITY HOLDINGS, INC.
Date: February 25, 2000 /s/ Doron Cohen
------------------
Doron Cohen, President/CEO
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF OPERATIONS AND
RELATED FOOTNOTES OF FIDELITY HOLDINGS, INC. AND SUBSIDIARIES AS OF AND FOR THE
NINE MONTHS AND THREE MONTHS ENDED SEPTEMBER 30, 1999 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS AND FOOTNOTES.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 9-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1999
<PERIOD-END> SEP-30-1999 SEP-30-1999
<CASH> 5,852,544 5,852,544
<SECURITIES> 0 0
<RECEIVABLES> 12,235,155 12,235,155
<ALLOWANCES> 0 0
<INVENTORY> 22,817,831 22,817,831
<CURRENT-ASSETS> 45,881,955 45,881,955
<PP&E> 5,984,443 5,984,443
<DEPRECIATION> (554,000) (554,000)
<TOTAL-ASSETS> 68,626,754 68,626,754
<CURRENT-LIABILITIES> 33,773,444 33,773,444
<BONDS> 0 0
0 0
9,000 9,000
<COMMON> 145,339 145,339
<OTHER-SE> 26,075,868 26,075,868
<TOTAL-LIABILITY-AND-EQUITY> 68,626,754 68,626,754
<SALES> 152,323,757 51,239,332
<TOTAL-REVENUES> 152,323,757 51,239,332
<CGS> 128,721,606 42,890,341
<TOTAL-COSTS> 21,624,321 7,771,150
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 1,284,591 406,703
<INCOME-PRETAX> 693,239 171,138
<INCOME-TAX> 507,000 145,000
<INCOME-CONTINUING> 186,239 26,138
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 186,239 26,138
<EPS-BASIC> .01 .00
<EPS-DILUTED> .01 .00
</TABLE>
