<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
[X] QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997
[ ] TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ______________ TO ________________
COMMISSION FILE NUMBER: 1-11883
EMB CORPORATION
---------------
(EXACT NAME OF SMALL BUSINESS ISSUER AS
SPECIFIED IN ITS CHARTER)
HAWAII 95-3811580
- ------------------------------- ------------------------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
3200 BRISTOL STREET, EIGHTH FLOOR, COSTA MESA, CALIFORNIA 92626
----------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(714) 437-0738
--------------------------
(ISSUER'S TELEPHONE NUMBER)
NOT APPLICABLE
----------------------------------------------------
(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 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 ___ NO ___
APPLICABLE ONLY TO CORPORATE ISSUERS
STATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF
COMMON EQUITY, AS OF THE LAST PRACTICABLE DATE: 7,086,176
TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE): YES NO X
--- ---
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
EMB Corporation and Subsidiary -- Consolidated Balance Sheets
<TABLE>
<CAPTION>
ASSETS As of As of
June 30, 1997 September 30,
CURRENT ASETS (Unaudited) 1996
------------- -------------
<S> <C> <C>
Cash $ 39,497 $ 395
Accounts receivable (no allowance deemed necessary) 292,099 14,582
Inventory, net 31,880 35,324
Notes receivable 656,218 14,000
Mortgage loans receivable 5,848,050 -
Employee advances 198,500
----------- ----------
TOTAL CURRENT ASSETS 7,066,244 64,301
PROPERTY AND EQUIPMENT, net 353,242 149,363
RELATED PARTY RECEIVABLE - 129,687
NOTE RECEIVABLE, LESS CURRENT PORTION 3,161,134 -
LAND HELD FOR SALE 43,000 843,000
OTHER ASSETS 9,129 4,128
----------- ----------
$10,632,749 $1,190,479
=========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 484,893 $ 195,374
Bank overdrafts - 27,177
Accrued expenses 9,865 48,886
Line of credit 5,848,050 -
Notes payable - current portion 246,293 293,793
Capital lease obligations - current portion 14,161 28,553
----------- ----------
TOTAL CURRENT LIABILITIES 6,603,262 593,783
NOTES PAYABLE, net of current portion 251,370 65,000
CAPITAL LEASE OBLIGATIONS, net of current portion 19,015 30,096
DEFERRED GAIN 2,560,000 -
----------- ----------
TOTAL LIABILITIES $ 9,433,647 688,879
----------- ----------
SHAREHOLDERS' EQUITY
Preferred stock, no par value, 5,000,000 shares
authorized, no shares issued or outstanding $ - $ -
Common stock, no par value, 30,000,000 shares
authorized; 5,806,692 and 5,311,817 shares issued
and outstanding, respectively 4,798,579 3,910,391
Common stock subscribed (187,875) (200,000)
Retained deficit (3,411,602) (3,208,791)
----------- ----------
TOTAL SHAREHOLDERS' EQUITY 1,199,102 501,600
----------- ----------
$10,632,749 $1,190,479
=========== ==========
</TABLE>
2
<PAGE>
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the nine months For the three months
ended June 30, ended June 30,
--------------------------- ------------------------
1997 1996 1997 1996
---------- ---------- ----------- ----------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
REVENUES
Mortgage loan revenues $2,536,337 $ 195,186 $ 1,217,596 $ 73,279
Product sales 11,473 - 2,263 -
---------- ---------- ----------- ----------
TOTAL REVENUES 2,547,810 195,186 1,219,859 73,279
OPERATING EXPENSES
General and administrative 3,316,239 1,123,795 1,116,099 318,565
Cost of Sales 9,752 - 1,880 -
Depreciation 27,393 13,300 15,540 1,037
---------- ---------- ----------- ----------
TOTAL OPERATING EXPENSES 3,353,384 1,137,095 1,133,519 319,602
---------- ---------- ----------- ----------
INCOME (LOSS) FROM OPERATIONS (805,574) (941,909) 86,340 (246,323)
OTHER INCOME (EXPENSES)
Interest expense (35,637) (39,014) (17,536) (20,959)
Gain on land sale 640,000 - - -
---------- ---------- ----------- ----------
TOTAL OTHER INCOME (EXPENSE) 604,363 (39,014) (17,536) (14,959)
---------- ---------- ----------- ----------
INCOME (LOSS) BEFORE INCOME TAXES (201,211) (980,923) 68,804 (261,282)
Income taxes 1,600 800 - -
---------- ---------- ----------- ----------
NET INCOME (LOSS) $ (202,811) $ (981,723) $ 68.804 $ (261,282)
========== ========== =========== ==========
NET INCOME (LOSS) PER COMMON SHARE $ (.03) $ (.21) $ - $ (.06)
========== ========== =========== ==========
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 5,805,527 4,735,233 5,831,692 4,446,942
========== ========== =========== ==========
</TABLE>
3
<PAGE>
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>
Total
Share-
Common Stock Preferred Stock Stock holders'
------------------------ -------------------------- Subscription Retained Equity
Shares Amounts Shares Amount Receivable Deficit (Deficit)
--------- ---------- ------------ ------------ -------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, SEPTEMBER 30, 1995 1,644,350 $ 345,250 - $ - $ - $ (565,593) $ (220,343)
Proceeds from sale of
shares 412,707 1,017,914 - - - - 1,017,914
Shares issued for services 836,389 1,279,460 - - - - 1,279,460
Shares issued to founders
for services 893,712 35,749 - - - - 35,749
Shares issued for Monterey
land 200,000 800,000 - - - - 800,000
Shares issued for note
receivable 50,000 200,000 - - (200,000) - -
Shares issued for debt 116,009 232,018 - - - - 232,018
Shares issued for net
assets of Pacific
Internationa, Inc. 1,158,650 - - - - - -
Net loss - - - - - (2,643,198) (2,643,198)
--------- ---------- ------------ ------------ -------------- ------------ -----------
BALANCE, SEPTEMBER 30, 1996 5,311,817 $3,910,391 - $ - $(200,000) $(3,208,791) $ 501,600
Proceeds from sale of
shares 50,000 137,500 - - - - 137,500
Proceeds from exercise of
warrants 108,750 140,938 - - - - 140,938
Shares issued for services 350,000 537,500 - - - - 537,500
Warrants exercised for
note receivable 36,125 72,250 - - (112,875) - (40,625)
Payments on note receivable - - - - 125,000 - 125,000
Net loss - - - - - (202,811) (202,811)
--------- ---------- ------------ ------------ -------------- ------------ -----------
BALANCE, JUNE 30, 1997 5,856,692 $4,798,579 - $ - $ (187,875) $(3,411,602) $ 1,199,102
========= ========== ============ ============ ============== ============ ===========
</TABLE>
4
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Nine months Nine months
ended ended
June 30, June 30,
1997 1996
------------ ------------
(unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (202,811) $(981,723)
Adjustments to reconcile net loss to net cash
used in operating activities:
Common stock issued for services 537,500 116,307
Gain on sale of land (640,000) -
Depreciation 27,393 13,300
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable (277,517) (21,613)
Inventory 3,444 (67,798)
Note receivable (345,102) -
Employee advances (198,500) -
Prepaid expenses and other assets 5,001 (181,607)
Increase (decrease) in:
Accounts payable 262,342 120,651
Accrued expenses (39,021) 102,419
Other liabilities - -
----------- ---------
NET CASH USED IN OPERATING ACTIVITIES (877,273) (900,064)
----------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment (231,272) (54,509)
Loans made on notes receivable 800,000 -
Proceeds from sale of rights (258,250) -
Payments received on related party receivable 129,687 49,889
----------- ---------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 441,165 (4,620)
----------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of notes payable 287,000 874,798
Line of credit 5,848,050 -
Mortgage loans receivable (5,848,050) -
Payments under capital lease obligations (25,473) (11,000)
Proceeds from exercise of warrants 140,938 -
Payments on borrowings (188,755) (68,779)
Payments on common stock subscribed 125,000 -
Sale of common stock 137,500 100,000
----------- ---------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 476,210 (895,019)
----------- ---------
NET INCREASE (DECREASE) IN CASH 39,102 (9,665)
CASH, BEGINNING OF PERIOD 395 26,071
----------- ---------
CASH, END OF PERIOD $ 39,497 $ 16,406
=========== =========
</TABLE>
5
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. BASIS OF PRESENTATION:
In the opinion of management, the accompanying consolidated financial
statements contain all adjustments (which include only normal recurring
adjustments) necessary to present fairly the consolidated balance sheet of
EMB Corporation and subsidiary as of June 30, 1997, and the results of
their operations and their cash flows for the nine months ended June 30,
1997 and 1996, respectively. The financial statements are consolidated to
include the accounts of EMB Corporation and its wholly owned subsidiary
company (together "the Company").
Certain 1996 amounts have been reclassified to conform to current period
presentation. These reclassifications have no effect on previously
reported net income.
The accounting policies followed by the Company are set forth in Note 1 to
the Company's financial statements as stated in its report on Form 10-KSB
for the fiscal year ended September 30, 1996.
NOTE 2. INCOME (LOSS) PER COMMON SHARE:
Income (loss) per common share is based on the weighted average number of
common shares outstanding during the period. No material dilution of
earnings per share would result for the periods if it were assumed that
all outstanding warrants were exercised.
The income (loss) per common share computations, and the weighted average
common shares outstanding, for the three month period ended June 30, 1996,
were adjusted to reflect the effects of the 1:4 reverse stock split
subsequently effected during fiscal 1996.
NOTE 3. MATERIAL EVENT:
On December 30, 1996, the Company sold its undeveloped Monterey,
California land (which had been held for sale) to an unrelated third-party
for $4,000,000. The Company received $800,000 cash and a note receivable
for $3,200,000. The note receivable is secured by the property, bears
interest at 12% per annum, and calls for nine annual installments of
principal and interest of $422,867 commencing December 30, 1997, with the
remaining balance due on December 30, 2006. This transaction was
accounted for consistent with Statement of Financial Accounting Standards
No. 66, and applied the installment method for recognition of gain on the
sale.
NOTE 4. SIGNIFICANT AGREEMENT:
The Company entered into an agreement with a national lender whereby the
lender has extended a warehouse line of credit to the Company solely for
the purpose of funding residential mortgage loans. In January, 1997 the
lender executed a master commitment to purchase $50,000,000 of jumbo and
conforming residential mortgages from the Company, with an option for an
additional $50,000,000 commitment. As of June 30, 1997, the
6
<PAGE>
Company had funded in excess of $50,000,000 against its master commitment
and exercised its option for an additional $50,000,000 commitment.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
GENERAL
The Company, formerly called "Pacific International, Inc.", a Hawaii
corporation, was incorporated in 1960, and was originally organized to acquire
and manage developed and undeveloped real estate. However, the Company had not
conducted significant operations for a number of years until it agreed to
acquire substantially all of the assets and assume certain liabilities of
Sterling Alliance Group, Ltd. in December, 1995. Subsequently, the Company
changed its name to EMB Corporation to reflect the change in the purpose and
nature of its business. For accounting purposes, this was treated as a
recapitalization of the Selling Stockholder, with the historical financial
information prior to merger being that of the Selling Stockholder.
The principal business of the Company is the origination and processing of
residential mortgage loans using a service which the Company calls Video
InteractiveMortgage Process ("VIP"). Mortgages originated and/or purchased by
the Company have been resold primarily to ICI Funding Corporation, a division of
Imperial Credit Industries, Inc.; although mortgages in the future may be held
for investment, sold to third parties, or securitized and issued as mortgage
backed securities. See "Capital Resources" and "Liquidity", below.
LOAN ORIGINATIONS AND PURCHASES
The Company increased its mortgage loan volume from $7,712,570 during the
three month period ended June 30, 1996, to $87,984,121 for the three month
period ended June 30, 1997, representing an increase of 1040%. Mortgage volume
increased 654.5% to $144,593,864 during the nine month period ended June 30,
1997, from $18,149,130 during the nine month period ended June 30, 1996. This
increase in mortgage loan volume appears to be continuing primarily due to the
expansion of the Company's marketing activities.
RESULTS OF OPERATIONS
The following table sets forth certain operating information regarding the
Company:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
JUNE 30, JUNE 30,
----------------------- -------------------------
1997 1996 1997 1996
---------- --------- ---------- -----------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Revenues.......................... $1,219,859 $ 73,279 $2,547,810 $ 195,186
Operating expenses................ $1,133,519 $ 319,602 $3,353,384 $ 1,137,095
Income (loss) from
operations....................... $ 86,340 $(246,323) $ (805,574) $ (941,909)
Other Income (expense)............ $ (17,536) $ (14,959) $ 604,363 $ (39,014)
Income (loss) before
income taxes..................... $ 68,804 $(261,282) $ (201,211) $ (980,923)
Income taxes...................... $ -- $ -- $ 1,600 $ 800
Net income (loss)................. $ 68,804 $(261,282) $ (202,811) $ (981,723)
Net income (loss) per share....... $ -- $ (.06) $ (.03) $ (.21)
</TABLE>
7
<PAGE>
Three months ended June 30, 1997 compared with three months ended June 30, 1996
- -------------------------------------------------------------------------------
REVENUES. Mortgage loan revenues increased 1,663% to $1,217,596 in the
three month period ended June 30, 1997, from $73,279 in 1996. Revenues were
generated primarily from loan processing and resale of mortgage loans. No real
estate was sold during either fiscal quarter. The increase in revenues was
attributable to the expansion of the Company's marketing activities, and an
increase in mortgage lending in California.
OPERATING EXPENSES. General and administrative expenses increased 323% to
$1,116,099 in the three month period ended June 30, 1997 from $318,565 in 1996.
This increase is principally attributable to increased activity in its mortgage
loan processing business, an increase in employees, and the costs of
establishing additional mortgage loan offices. Depreciation increased 1,499% to
$15,540 in the three month period ended June 30, 1997, from $1,037 in the three
months ended June 30, 1996.
OTHER INCOME (EXPENSE). Other income increased due mainly due to the sale
of land.
RESULTS OF OPERATIONS. Net income was $68,804 during the three month
period ended June 30, 1997, as compared with a loss of $(261,282) during the
same period of 1996, due primarily to the increase in mortgage loan revenues.
Nine months ended June 30, 1997 compared with nine months ended June 30, 1996
- -----------------------------------------------------------------------------
REVENUES. Revenues increased 1,200% in the nine month period ended June
30, 1997, to $2,547,810 from $195,186 during the same period of 1996. This
increase is attributable to the expansion and growth of the mortgage lending
business of the Company.
OPERATING EXPENSES. General and administrative expenses increased 1957% to
$3,316,239 during the nine month period ended June 30, 1997, from $1,123,795 in
the same period of 1996, due to increases in the number of employees of the
Company, compensation to consultants paid in Common Stock of the Company, and
the opening of additional mortgage loan offices of the Company. Depreciation
increased 106% to $27,393 in the nine month period ended June 30, 1997, from
$13,300 in the nine month period ended June 30, 1996.
NET LOSS FROM OPERATIONS. The net loss from operations decreased 15% to
$805,574 in the nine month period ended June 30, 1997, from $941,909 in the
nine month period ended June 30, 1996. This increase was due primarily to the
costs of expanding the marketing activities of the Company, including the
establishment of additional mortgage loan offices in Florida, Nevada and Texas.
CAPITAL EXPENDITURES, CAPITAL RESOURCES AND LIQUIDITY
The following summary table (unaudited) presents comparative cash flows of
the Company for the periods indicated.
8
<PAGE>
<TABLE>
<CAPTION>
NINE MONTHS ENDED
JUNE 30,
-----------------------
1997 1996
---------- ----------
<S> <C> <C>
Net cash used in operating
activities........................ $ (877,273) $(900,064)
Net cash provided by (sed in)
investing activities.............. $ 441,165 $ (4,620)
Net cash provided by financing
activities........................ $ 476,210 $ 895,019
</TABLE>
CAPITAL EXPENDITURES. The Company has incurred capital expenditures for
equipment and office furniture used in its mortgage loan business. Capital
expenditures during the nine month periods ended June 30, 1997 and 1996, capital
expenditures totaled $231,272 and $54,509, respectively.
LIQUIDITY AND CAPITAL RESOURCES. The Company's capital resources have
historically been provided by cash from operations, by the sale of its Common
Stock and exercise of warrants and by short term loans.
The Company intends to raise additional capital through offerings of its
Common Stock, Preferred Stock and warrants to fund mortgage loans and to provide
additional working capital to fund future operations, although no specific plans
or commitments presently exist to pursue an offering of its securities.
At June 30, 1997, the Company had current assets of $7,066,244 and current
liabilities of $6,603,262, resulting in a working capital of $462,982, as
compared to a working capital deficit of $679,536 at June 30, 1996. Working
capital increased by $679,646.
Net cash used in operating activities decreased to $(877,273) for the
nine months ended June 30, 1997, from $(900,064) for the nine months ended June
30, 1996, or a difference of $22,791. The decrease in net cash used in
operating activities was primarily attributable to the increase of other assets.
The Company has recently completed the opening of four (4) retail offices,
located in Las Vegas, Nevada; Houston, Texas; Daytona Beach, Florida and Ft.
Lauderdale, Florida.
The warehouse line of credit is available for the funding of loans which
will be sold not only to ICI Funding Corporation, but also to other investors,
including Resource Bancshares Mortgage Group. During the time period following
funding of a loan, but prior to resale of the loan, the Company realizes either
interest income or expense depending upon the note rate for the underlying
mortgage vis a vis the interest rate on the warehouse line of credit, i.e.,
presently, prime + 1/2%.
The Company has increased the amount of its outstanding indebtedness to
$9,433,647 from $688,879 during the nine month period ended June 30, 1997, an
increase of $8,744,768. This outstanding indebtedness is due primarily to the
warehouse line of credit of $5,848,050 and deferred gain on sale of land of
$2,560,000. An undeveloped property continues to be subject to a deed of trust
in the amount of $65,000.
9
<PAGE>
As of June 30, 1997, the Company has notes payable to unrelated parties in
the total amount of approximately $497,663, including a $65,000 deed of trust
amount on its undeveloped land. The Company believes that this remaining
indebtedness will be paid primarily from its cash flow from operations and
proceeds from the sale of its equity securities.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no known pending or threatened material legal proceedings to
which the Registrant is, or likely to be, a party or of which any of its assets
are likely to be subject.
The Registrant is engaged in various legal proceedings which arise in the
ordinary course of its business. In the opinion of management, the amount of
ultimate liability with respect to those proceedings will not be material to the
Registrant's financial position or results of operations. A reserve of $52,000
has been recorded during fiscal 1997, which represents the anticipated costs of
final settlement of certain pending litigation.
ITEM 2. CHANGES IN SECURITIES
Not Applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
The Registrant has only one class of its securities that is issued and
outstanding which is its Common Stock, no par value.
The Registrant has an authorized class of preferred stock, however, no
shares of preferred stock are currently issued or outstanding.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION.
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
--------
Exhibit 27 - Financial Data Schedule as of June 30, 1997
(b) Reports on Form 8-K.
-------------------
Not applicable.
10
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities and Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
EMB CORPORATION
Date: August 27, 1997 By:/s/ William V. Perry
----------------------------------------
William V. Perry, Vice President
Date: August 27, 1997 By:/s/ B. Joe Wimer
----------------------------------------
B. Joe Wimer, Secretary, Treasurer and
Principal Accounting Officer
11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> APR-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 39,497
<SECURITIES> 0
<RECEIVABLES> 6,614,049
<ALLOWANCES> 0
<INVENTORY> 31,880
<CURRENT-ASSETS> 7,066,244
<PP&E> 353,242
<DEPRECIATION> 0
<TOTAL-ASSETS> 10,632,749
<CURRENT-LIABILITIES> 6,603,262
<BONDS> 0
0
0
<COMMON> 4,798,579
<OTHER-SE> (3,411,602)
<TOTAL-LIABILITY-AND-EQUITY> 10,632,749
<SALES> 1,219,859
<TOTAL-REVENUES> 1,219,859
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,133,519
<LOSS-PROVISION> 86,340
<INTEREST-EXPENSE> 17,536
<INCOME-PRETAX> 68,804
<INCOME-TAX> 0
<INCOME-CONTINUING> 68,804
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 68,804
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
