SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1999
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number: 000-21093
INTERFOODS OF AMERICA, INC. AND SUBSIDIARIES
(Exact name of registrant as specified in this charter)
NEVADA 59-3356011
(State of other jurisdiction (IRS Employer
of incorporation) Identification No.)
9400 SOUTH DADELAND BOULEVARD, SUITE 720, MIAMI, FL 33156
Address of principal executive offices
Registrant's telephone number, including area code (305) 670-0746
Check whether the issuer (1) has filed all reports required to be filed by _____
____________________ section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 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 [ ]
As of FEBRUARY 1, 2000 there were 5,717,484 shares of the Issuer's Common Stock
outstanding.
<PAGE>
INTERFOODS OF AMERICA, INC. AND SUBSIDIARIES
FORM 10-QSB
INDEX
Part I. Financial Information PAGE(S)
-------
Item 1. Financial Statements
Condensed Consolidated Balance Sheets at December 31, 1999
(unaudited) and September 30, 1999 1
Condensed Consolidated Statements of Operations for the three
months ended December 31, 1999 and 1998 (unaudited) 2
Condensed Consolidated Statements of Stockholders' Equity for
the three months ended December 31, 1999 (unaudited)
and for the year ended September 30, 1999 3
Condensed Consolidated Statements of Cash Flows for the three
months ended December 31, 1999 and 1998 (unaudited) 4-5
Notes to the Condensed Consolidated Financial Statements
(unaudited) 6
Item 2. Management's Discussion and Analysis 7-9
Part II. Other Information
Item 1. Legal Proceedings 10
Signatures 10
<PAGE>
INTERFOODS OF AMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
DECEMBER 31, AND SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1999 1999
(UNAUDITED)
------------ -------------
<S> <C> <C>
ASSETS:
Current assets:
Cash and cash equivalents $ 2,373,539 $ 367,910
Accounts receivable 302,444 17,198
Inventories 275,321 278,169
Prepaid expenses 183,304 70,193
------------ ------------
Total current assets 3,134,608 733,470
------------ ------------
Property and equipment, net 11,168,108 11,303,129
------------ ------------
Other assets:
Deposits 474,123 342,832
Goodwill, less accumulated amortization of
$331,614 and $285,682, respectively 6,952,679 6,998,611
Other intangible assets, less accumulated
amortization of $228,063 and $220,247, respectively 419,303 427,119
Investment in JRECK 94,431 217,191
Debt issuance costs 303,372 310,590
Other assets 51,562 55,000
------------ ------------
Total other assets 8,295,470 8,351,343
------------ ------------
Total assets $ 22,598,186 $ 20,387,942
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:
Accounts payable and accrued expenses $ 2,889,627 $ 3,149,618
Current portion of advanced vendor rebates 794,430 -
Current portion of long-term debt 1,209,136 794,923
Current portion of deferred income on
sale-leaseback transactions 45,248 45,248
------------ ------------
Total current liabilities 4,938,441 3,989,789
Long-term debt, net of current portion 11,898,556 12,043,867
Advanced vendor rebates, net of current portion 969,150 -
Deferred taxes 237,347 79,565
Deferred income on sale-leaseback transactions,
net of current portion 742,352 753,665
------------ ------------
Total liabilities 18,785,846 16,866,886
------------ ------------
Mandatorily redeemable preferred stock class B 270,000 285,000
------------ ------------
Stockholders' equity:
Common stock, 25,000,000 shares authorized
at $.001 par value; 8,270,817 shares issued
and 5,717,484 shares outstanding 8,271 8,271
Additional paid-in capital 4,349,093 4,349,093
Accumulated deficit (86,756) (393,040)
Treasury stock, at cost, 2,553,333 shares (728,268) (728,268)
------------ ------------
Total stockholders' equity 3,542,340 3,236,056
------------ ------------
Total liabilities and stockholders' equity $ 22,598,186 $ 20,387,942
============ ============
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated statements.
<PAGE>
INTERFOODS OF AMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED DECEMBER 31, 1999 AND 1998
(UNAUDITED)
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
Revenues:
Restaurant sales $ 12,494,684 $ 6,042,873
------------ ------------
Costs and operating expenses:
Cost of restaurant operations 10,068,761 5,242,588
General and administrative expenses 1,273,402 807,288
Depreciation and amortization 293,644 75,187
------------ ------------
Total costs and operating expenses 11,635,807 6,125,063
------------ ------------
Operating profit (loss) 858,877 (82,190)
------------ ------------
Other income (expense):
Write down of investment in JRECK stock (122,760) (63,922)
Interest expense (311,683) (78,286)
Other income (expense) 39,632 (18,603)
------------ ------------
Total other expense (394,811) (160,811)
------------ ------------
Income (loss) before income tax (provision) benefit 464,066 (243,001)
Income tax (provision) benefit (157,782) 82,620
------------ ------------
Net income (loss) $ 306,284 $ (160,381)
============ ============
Net income (loss) per share - basic and diluted,
less preferred stock dividends of $750 in 1998 $ .05 $ (0.03)
============ ============
Weighted average shares outstanding:
Basic and diluted 5,717,484 5,709,072
============ ============
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated statements.
2
<PAGE>
INTERFOODS OF AMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED DECEMBER 31,1999 (UNAUDITED)
AND FOR THE YEAR ENDED SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL
------------------------- PAID-IN ACCUMULATED TREASURY
SHARES AMOUNT CAPITAL DEFICIT STOCK TOTAL
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, SEPTEMBER 30, 1998 8,262,405 $ 8,262 $ 4,321,727 $ (245,966) $ (728,268) $ 3,355,755
Net loss - - - (146,324) - (146,324)
Preferred stock - Class A dividend - - - (750) - (750)
Common stock issued to employees 8,412 9 27,366 - - 27,375
----------- ----------- ----------- ----------- ----------- -----------
BALANCE, SEPTEMBER 30, 1999 8,270,817 8,271 4,349,093 (393,040) (728,268) 3,236,056
Net Income - - - 306,284 - 306,284
----------- ----------- ----------- ----------- ----------- -----------
BALANCE, DECEMBER 31, 1999 8,270,817 $ 8,271 $ 4,349,093 $ (86,756) $ (728,268) $ 3,542,340
=========== =========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated statements.
3
<PAGE>
INTERFOODS OF AMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED DECEMBER 31, 1999 AND 1998
(UNAUDITED)
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 306,284 $ (160,381)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities-
Depreciation and amortization 293,644 75,187
Deferred income tax expense (benefit) 157,782 (82,620)
Amortization of deferred income (11,313) (11,713)
Amortization of debt issuance costs 7,218 25,281
Write down of investment in JRECK stock 122,760 63,922
Changes in assets and liabilities:
Accounts receivable (285,246) (37,502)
Inventories 2,848 (5,726)
Prepaid expenses (113,111) (35,801
Deposits (131,291) (88,862)
Advanced vendor rebates 1,763,580 -
Accounts payable and accrued expenses (259,992) 420,407
----------- -----------
Net cash provided by operating activities 1,853,163 162,192
----------- -----------
Cash flows from investing activities:
Acquisition of businesses, net of cash acquired - (597,694)
Capital expenditures (101,436) (844,343)
Acquisition of other intangible assets - (15,000)
----------- -----------
Net cash used in investing activities (101,436) (1,457,037)
----------- -----------
Cash flows from financing activities:
Proceeds from long-term debt 400,000 600,000
Repayment of long-term debt (131,098) (9,354)
Redemption of Restricted Class A Preferred stock - (50,000)
Redemption of Restricted Class B Preferred stock (15,000) (15,000)
Preferred stock - Class A dividend - (750)
----------- -----------
Net cash provided by financing activities 253,902 524,896
----------- -----------
Net increase (decrease) in cash and cash equivalents 2,005,629 (769,949)
Cash and cash equivalents:
Beginning of period 367,910 1,523,915
----------- -----------
End of period $ 2,373,539 $ 753,966
=========== ===========
</TABLE>
(continued)
4
<PAGE>
INTERFOODS OF AMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED DECEMBER 31, 1999 AND 1998
(UNAUDITED)
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Supplemental disclosures of cash flow information:
Interest paid $ 304,465 $ 78,286
=========== ==========
Income taxes paid - $ 10,000
=========== ==========
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated statements.
5
<PAGE>
INTERFOODS OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Certain information and footnote disclosures, normally included in
financial statements prepared in accordance with generally accepted
accounting principles, have been condensed or omitted in this Form
10-QSB in compliance with the Rules and Regulations of the Securities
and Exchange Commission. However, in the opinion of Interfoods of
America, Inc. and Subsidiaries ("the Company"), the disclosures
contained in this Form 10-QSB are adequate to make the information
fairly presented. See Form 10-KSB for the year ended September 30, 1999
for additional information relevant to significant accounting policies
followed by the Company.
BASIS OF PRESENTATION
In the opinion of the Company, the accompanying unaudited condensed
consolidated financial statements reflect all adjustments (consisting
of normal recurring accruals) necessary to present fairly the financial
position as of December 31, 1999 and the results of operations for the
three month periods ended December 31, 1999 and 1998 and cash flows for
each of the three month periods ended December 31, 1999 and 1998. The
results of operations for the three month periods ended December 31,
1999 are not necessarily indicative of the results which may be
expected for the entire year.
The Company sold its subsidiaries, SBK Franchise Systems, Inc and
Sobik's Restaurant Corporation in December 1997 for consideration of
$1.1 million, comprised of a $500,000 promissory note due December 4,
1998, $500,000 worth of acquirer's ("JRECK") common stock and $100,000
cash. The $500,000 promissory note was not repaid. An extension was
negotiated with JRECK, which extended the maturity date until June 30,
1999. The Company received an additional 56,857 shares of JRECK stock
as an extension fee. Accordingly, in the fourth quarter of 1998, the
promissory note was fully reserved with a corresponding reduction of
the gain on sale. The resulting net gain of $536,237 was included as a
component of other income (expense) in the 1998 consolidated statement
of operations. On June 11,1999, a new agreement was reached with JRECK
relating to the promissory note and stock options. A new note for
$200,000 was signed. The existing investment in JRECK stock was written
down to market value and the Company also received an additional
700,187 shares of JRECK stock. Management has elected to fully reserve
the $ 200,000 note. The September 30, 1999 financial statements
included expenses of $ 182,809 reflecting the adjustment for the
impairment in the Company's investment in JRECK, as required by SFAS
115 " Accounting for Certain Investments in Debt and Equity
Securities." As of December 31,1999 an additional $122,760 adjustment
to other expense was made to reflect the current market value.
2. ADVANCED VENDOR REBATES
The Company has entered into a seven year contractual agreement with a
vendor to receive rebates for future use of its products. As amounts of
the rebates are earned, a reduction is recorded in the cost of
restaurant operation of the Consolidated Statement of Operations and a
similar amount is reduced of the Balance Sheet liability.
3. MANDATORILY REDEEMABLE CLASS B PREFERRED STOCK
DECEMBER 31, SEPTEMBER 30,
1999 1999
------------ -------------
Restricted Class B preferred stock,
nonvoting, 430,000 shares authorized,
270,000 and 285,000 shares issued
and outstanding $ 270,000 $ 285,000
========= =========
4. SUBSEQUENT EVENT
On January 11, 2000, the Company, through an asset purchase agreement,
acquired 37 Popeye's restaurants located in Mississippi and Louisiana
for cash consideration of approximately $34 million. Currently, the
Company operates ninety-one Popeye's restaurants and has one additional
restaurant in the early stages of development within the markets it
operates.
6
<PAGE>
PART I.
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SEE ATTACHED FINANCIAL STATEMENTS OF THE ISSUER
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
The following discussion and analysis should be read in conjunction with the
financial statements and notes thereto appearing elsewhere in this report and
together with the Company's Form 10-KSB for the year ended September 30, 1999.
RESULTS OF OPERATIONS
THREE MONTHS ENDED DECEMBER 31, 1999 COMPARED TO DECEMBER 31, 1998
For the three months ended December 31, 1999, the Company had total revenues of
$12,494,684 compared to total revenues of $6,042,873 for the three months ended
December 31, 1998. The increase in revenues was primarily attributable to the
sales generated by the Company's acquisitions of ten stores in Baton Rouge, LA,
on March 8, 1999, nine stores in St. Louis, Mo., on March 22,1999 and five
additional new store openings during the year ended September 30, 1999. The
remaining sales increase was due to an increase in comparable sales of 11.1% for
the quarter.
Cost of restaurant operations for the three months ended December 31, 1999 were
$10,068,761 compared to $5,242,588 for the three months ended December 31,1998.
The change is attributable to the increased number of stores and the additional
expenses that were incurred to integrate the Company's procedures and systems
into the acquired stores.
General and administrative expenses for the three months ended December 31,1999
were $1,273,402 compared to $807,288 for the three months ended December 31,
1998. The increase is primarily attributable to expenses related to the indirect
costs of 1999's acquisitions of stores and the costs of additional personnel
hired to support the current growth.
Depreciation and amortization expenses for the three months ended December 31,
1999 were $293,644 compared to $75,187 for the three months ended December 31,
1998. The increase was primarily attributable to the acquisition of additional
restaurants and the capital expenditures related to the existing restaurants'
remodeling program.
Operating profit of the Company was $858,877 for the three months ended December
31, 1999 as compared to an operating loss of $82,190 for the three months ended
December 31, 1998. The increase in operating profit is attributable to the
increase in number of stores and increases in existing store level profits
resulting from the favorable comparable sales.
The write down of the investment in JRECK stock was $122,760 for the three
months ended December 31,1999 as compared to $63,922 for the three months ended
December 31,1998. As a result of a decline in the market value in both periods,
the Company has written down the stock to market value.
Interest expense increased to $311,683 for the three months ended December
31,1999 as compared to $78,286 for the three months ended December 31,1998. The
increase was due to higher average debt outstanding in the first quarter of
Fiscal 2000, as compared to the first quarter of Fiscal 1999, and this was
attributable to additional borrowings made to fund the Company's acquisition and
remodeling programs.
7
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operations for the three months ended December 31, 1999 was
$1,853,163 as compared to $162,192 for the three months ended December 31, 1998.
The increase in operating cash flow for the period was primarily attributable to
the net income from operations of $306,284 for the three months ended December
31, 1999 as opposed to a loss of $160,381 for the three months ended December
31,1998. An increase in cash due to advanced vendor rebates of $1,763,580, was
offset by a decrease in accounts payable and accrued expenses of $259,992.
Depreciation and amortization increased by $218,457 which is attributable to the
goodwill and fixed assets recorded to the acquisition of additional restaurants.
This was offset by higher cash outlays for receivables, prepaid expenses and
deposits.
At December 31, 1999, the Company had total current assets of $3,134,608 and
total assets of $22,598,186 as compared to total current assets of $733,470 and
total assets of $20,387,942 at September 30, 1999. The increase was primarily
attributable to approximately $1.8 million of advanced rebates received from a
vendor for future use of its products in the Company's restaurants.
Net cash used in investing activities was $101,436 for the three months ended
December 31, 1999 as compared to $1,457,037 for the three months ended December
31, 1998. The decrease in cash used was primarily for capital improvements in
the amount of $101,436 in the current quarter ended December 31, 1999 as opposed
to capital improvements of $844,343 and purchase of an existing restaurant for
$597,694 in the quarter ended December 31, 1998.
Net cash provided by financing activities was $253,902 for the three months
ended December 31,1999 as compared to $524,896 in the three months ended
December 31,1998. The decrease resulted primarily from a reduced need of debt
financing due to the Company's increased cash flows.
The Company intends to obtain the necessary capital to continue its future
expansion plans as potential acquisition targets are identified. The Company
believes it will be able to obtain, through equity or debt financing, the
necessary capital to fund its expansion program during Fiscal 2000. However,
there can be no assurance that the Company will be able to obtain capital under
terms acceptable to the Company. At the present time, there are no significant
expenditures anticipated for renovations during Fiscal 2000.
FUTURE GROWTH AND EXPANSION:
The Company intends to continue with its plan to acquire and build additional
Popeye's Chicken and Biscuits restaurants as favorable opportunities arise;
however, there can be no assurance the Company will acquire or build any new
stores under terms acceptable to the Company. See the September 30, 1999 annual
10-KSB for further discussion on the Company's future growth and expansion
plans.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1997, the Financial Accounting Standards Board ("FASB") issued SFAS No.
131, "Disclosures about Segments of an Enterprise and Related Information,"
effective for fiscal years beginning after December 15, 1997. This statement
requires that a public business enterprise report financial and descriptive
information about its reportable operating segments including, among other
things, a measure of segment profit or loss, certain specific revenue and
expense items, and segment assets. Currently, the Company has one reporting
segment and therefore the impact of adopting SFAS No. 130 was immaterial.
In June 1999, FASB issued SFAS No. 137, "Accounting for Derivative Instruments
and Hedging Activities-Deferral of Effective Date of FASB Statement No. 133."
SFAS No. 137 defers for one year the effective date of SFAS No. 133, "Accounting
for Derivative Instruments and Hedging Activities." SFAS No. 133 will now apply
to all fiscal quarters of all fiscal years beginning after June 15, 2000. SFAS
No. 133 will require the Company to recognize all derivatives on the balance
sheet at fair value. Derivatives that are not hedges must be adjusted to fair
value through income. Since the Company does not hold any derivative
instruments, SFAS 133 is not expected to impact the Company.
8
<PAGE>
INTANGIBLE ASSETS
Goodwill is recorded at cost and amortized on a straight-line basis over 40
years. Other intangible assets, which consist of franchise fees, are recorded at
cost and are amortized using the straight-line method over 20 years. The
franchise agreements have an initial terms of 20 years and may be extended for
additional ten-year terms upon the payment of one-half of the then-applicable
franchise fee and the execution of a renewal franchise agreement. The terms of
the franchise agreement require the Company to pay weekly royalties and
advertising fees of 5% and 3% of gross sales, respectively.
Statement of Financial Accounting Standard ("SFAS") No. 121, "Accounting for
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of"
requires that long-lived assets and certain identifiable intangibles to be held
and used or disposed of by an entity be reviewed for impairment whenever events
or changes in circumstances indicate that the carrying amount of an asset may
not be recoverable. Under such circumstances, SFAS 121 requires that long-lived
assets and certain identifiable intangibles to be held and used or disposed of
be reported at the lower of their carrying amount or fair value less cost to
sell. Accordingly, when events or circumstances indicate that long-lived assets
may be impaired, the Company estimates the asset's future cash flows expected to
result from the use of the asset and its eventual disposition. If the sum of the
expected future undiscounted cash flows is less than the carrying amount of the
asset, an impairment loss is recognized based on the excess of the carrying
amount over the fair value of the asset. The Company determined that no
impairment occurred at December 31, 1999.
DEBT ISSUANCE COSTS
The costs of obtaining financing are deferred and included as debt issuance
costs in the accompanying condensed consolidated balance sheets and are
amortized to interest expense over the term of the respective loan.
YEAR 2000
The Company had successfully completed all Year 2000 remediation, replacement,
and testing prior to January 1, 2000. Through February 1, 2000, the Company has
experienced no Year 2000 problems that affected business operations. At this
time, the Company does not expect any future problems related to Year 2000 to
materialize.
9
<PAGE>
INTERFOODS OF AMERICA, INC.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In November, 1997, James Byrd, the former Chairman of the Board and Director of
the Company, filed suit against the Company and Mr. Berg for an injunction and
damages resulting from an alleged breach of contract by the Company. Mr. Byrd
alleges that the Company breached an agreement to repurchase 150,000 shares of
common stock at a price of approximately $130,000. On November 26, 1997, Mr.
Byrd's Emergency Motion for Temporary Injunction in that action was denied. The
Company believes that the suit is without merit and the Company is vigorously
defending this action.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INTERFOODS OF AMERICA, INC.
Date: February 1, 2000 BY: /S/ ROBERT S. BERG
-------------------------------------
Robert S. Berg, Chairman of the Board
Chief Executive Officer
BY: /S/ STEVEN M. WEMPLE
-------------------------------------
Steven M. Wemple, President
Chief Operating Officer,
Secretary and Treasurer
10
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
27.0 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-2000
<PERIOD-START> OCT-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 2,373,539
<SECURITIES> 0
<RECEIVABLES> 302,444
<ALLOWANCES> 0
<INVENTORY> 275,321
<CURRENT-ASSETS> 3,134,608
<PP&E> 11,168,108
<DEPRECIATION> 0
<TOTAL-ASSETS> 22,598,186
<CURRENT-LIABILITIES> 5,907,591
<BONDS> 0
270,000
0
<COMMON> 4,357,364
<OTHER-SE> (815,024)
<TOTAL-LIABILITY-AND-EQUITY> 22,598,186
<SALES> 12,494,684
<TOTAL-REVENUES> 12,494,684
<CGS> 10,068,761
<TOTAL-COSTS> 11,635,807
<OTHER-EXPENSES> (83,128)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (311,683)
<INCOME-PRETAX> 464,066
<INCOME-TAX> (157,782)
<INCOME-CONTINUING> 306,284
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 306,284
<EPS-BASIC> 0.05
<EPS-DILUTED> 0.05
</TABLE>
