<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
for the quarterly period ended March 31, 1997
Commission File Number 0-29204
HomeCom Communications, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 58-2153309
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
Building 14, Suite 100, 3535 Piedmont Road, Atlanta, Georgia 30305
(Address of principal executive offices and zip code)
(404)237-4646
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (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) and has been subject to
such filing requirements for the past 90 days.
Yes No X
------- -------
As of June 19, 1997, there were 2,956,396 outstanding shares of the
Registrant's Common Stock, par value $.0001 per share.
<PAGE> 2
HOMECOM COMMUNICATIONS, INC.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS:
1) Balance Sheets as of March 31, 1997 and 3
December 31, 1996
2) Statements of Operations for the three months 4
ended March 31, 1997 and 1996
3) Statements of Cash Flows for the three months 5
ended March 31, 1997 and 1996
4) Notes to Financial Statements 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 8
CONDITION AND RESULTS OF OPERATIONS
PART II. OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security 13
Holders
ITEM 6. Exhibits and Reports on Form 8-K 13
Signatures 14
Exhibit Index 15
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
HOMECOM COMMUNICATIONS, INC.
BALANCE SHEETS
AS OF MARCH 31, 1997 AND DECEMBER 31, 1996
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1997 1996
------------ ----------
(UNAUDITED) (AUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 9,435 $ 332,377
Accounts receivable, net of allowance for uncollectible accounts of $96,345 804,294 488,254
and $106,845 as of March 31, 1997 and December 31, 1996, respectively
Other current assets 2,366 621
----------- ----------
Total current assets 816,095 821,252
FURNITURE, FIXTURES AND EQUIPMENT, NET 366,947 359,260
SOFTWARE DEVELOPMENT COSTS, NET 136,472 81,520
DEPOSITS 58,391 57,527
DEFERRED OFFERING COSTS 426,963 406,963
----------- ----------
Total assets $ 1,804,868 $1,726,522
=========== ==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 650,181 $ 649,794
Accrued salaries and payroll taxes payable 411,584 309,377
Accrued vacation 14,935 14,935
Current portion of notes payable to stockholders 1,219,904 989,904
Current portion of note payable to bank 12,126 13,614
Unearned revenue 271,386 133,170
Current portion of obligations under capital leases 14,145 15,140
----------- ----------
Total current liabilities 2,594,261 2,125,934
NOTE PAYABLE TO STOCKHOLDERS AND AFFILIATES 54,189 55,677
NOTE PAYABLE TO BANK 46,035 47,032
OTHER LIABILITIES 67,922 73,424
OBLIGATIONS UNDER CAPITAL LEASES 37,780 45,124
----------- ----------
Total liabilities 2,800,187 2,347,191
----------- ----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT:
Common stock, $.0001 par value, 15,000,000 shares authorized, 192 192
1,923,063 shares issued and outstanding
Additional paid-in capital 472,726 472,726
Subscriptions receivable (468,004) (468,004)
Accumulated deficit (1,000,233) (625,583)
----------- ----------
Total stockholders' deficit (995,319) (620,669)
----------- ----------
Total liabilities and stockholders' deficit $ 1,804,868 $1,726,522
=========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 4
HOMECOM COMMUNICATIONS, INC.
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-------------------------
1997 1996
---------- ----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
NET SALES:
Service sales $ 893,145 $ 271,617
Equipment sales 16,032 --
---------- ----------
Total net sales 909,177 271,617
---------- ----------
COST OF SALES:
Cost of services 332,106 46,392
Cost of equipment sold 8,787 --
---------- ----------
Total cost of sales 340,893 46,392
---------- ----------
GROSS PROFIT 568,284 225,225
---------- ----------
OPERATING EXPENSES:
Sales and marketing 297,249 71,443
Product development 47,639 17,000
General and administrative 543,031 114,803
Depreciation and amortization 35,364 10,104
---------- ----------
Total operating expenses 923,283 213,350
---------- ----------
OPERATING INCOME (LOSS) (354,999) 11,875
OTHER EXPENSES (INCOME)
Interest expense 20,524 1,567
Other expense (income), net (873) (82)
---------- ----------
INCOME (LOSS) BEFORE INCOME TAXES (374,650) 10,390
INCOME TAXES -- --
---------- ----------
NET INCOME (LOSS) $ (374,650) $ 10,390
========== ==========
NET INCOME(LOSS) PER SHARE $ (0.19) $ 0.01
========== ==========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 1,928,438 1,850,446
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 5
HOMECOM COMMUNICATIONS, INC.
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------------
1997 1996
---------- ----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $(374,650) $ 10,390
Adjustments to reconcile net income (loss) to
cash provided by (used in) operating activities:
Depreciation 28,158 10,104
Amortization 9,868 --
Provision for bad debts (10,500) --
Deferred rent expense (5,502) --
Change in operating assets and liabilities:
Accounts receivable (305,540) (32,661)
Other current assets (1,745) (4,907)
Deposits (864) (50,000)
Accounts payable and accrued expenses 387 27,990
Accrued salaries and payroll taxes payable 102,207 47,973
Unearned revenue 138,216 5,369
--------- ---------
Net cash provided by (used in) operating activities (419,965) 14,258
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of furniture, fixtures and equipment (21,251) (169,364)
Software development costs (57,614) --
--------- ---------
Net cash used in investing activities (78,865) (169,364)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of deferred offering costs (20,000) --
Proceeds from note payable -- 68,154
Repayment of note payable (2,485) --
Proceeds from notes payable to stockholders 270,000 300,000
Repayment of notes payable to stockholders (41,488) (1,316)
Repayment of capital lease obligations (30,139) --
--------- ---------
Net cash provided by financing activities 175,888 366,838
--------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (322,942) 211,732
CASH AND CASH EQUIVALENTS at beginning of period 332,377 129,095
--------- ---------
CASH AND CASH EQUIVALENTS at end of period $ 9,435 $ 340,827
========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION AND NON CASH INVESTING AND
FINANCING ACTIVITIES:
Cash paid during the period for interest $ 723 $ 1,701
========= =========
During the three month period ended March 31, 1997, capital lease obligations of
$21,800 were incurred when the Company entered into leases on computer equipment.
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 6
NOTES TO FINANCIAL STATEMENTS
1. Basis of Presentation
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to Article 10 of Regulation
S-X of the Securities and Exchange Commission. The accompanying unaudited
financial statements reflect, in the opinion of management, all adjustments
necessary to achieve a fair statement of the Company's financial position and
results of operations for the interim periods presented. All such adjustments
are of a normal and recurring nature. These financial statements should be
read in conjunction with the financial statements and notes thereto included in
the Company's Registration Statement on Form S-1 (File No. 333-12219), which was
declared effective by the Securities and Exchange Commission on May 6, 1997.
2. Stock Offering
In May 1997, the Company completed an initial public offering of its
common stock. The Company issued 1,000,000 shares at an initial public
offering price of $6.00 per share. The total proceeds of the offering, net of
underwriting discounts, commissions and offering expenses, were approximately
$4,722,500. The Company used a portion of the proceeds from the initial
public offering to repay outstanding principal amounts of approximately
$1,300,000 loaned to the Company by stockholders and affiliates plus accrued
interest of approximately $65,000. The Company issued 33,333 shares of common
stock as payment in full of the outstanding principal balance of a $200,000
loan from an investor.
3. Net Income (Loss) Per Share
Net income (loss) per common share is based on the Company's common stock
and is computed using the weighted average number of common and dilutive common
equivalent shares outstanding during the period. Dilutive common equivalent
shares consist of stock options and warrants (calculated using the treasury
stock method at the initial public offering rice of $6.00 per share). Pursuant
to Securities and Exchange Commission Staff Accounting Bulletin No. 83, common
stock issued for consideration below the assumed initial public offering price
per share and stock options issued with exercise prices below such price during
the twelve-month period preceding the date of the initial filing of the
registration statement have been included in the calculation of common shares,
using the treasury stock method, as if they were outstanding for all periods
presented. All per share data has been retroactively adjusted to reflect the
93.07-for-one stock split approved by the Board of Directors on September 11,
1996 and effective September 11, 1996.
6
<PAGE> 7
4. Income Taxes
There was no provision for or cash payment of income taxes for the three
months ended March 31, 1997 and 1996, respectively, as the Company anticipates
a net taxable loss for the year ended December 31, 1997, and, prior to February
9, 1996, the Company qualified as an S Corporation for federal and state income
tax purposes.
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Except for historical information contained herein, some matters discussed
in this report constitute forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The Company notes that a variety
of risk factors could cause the Company's actual results and experience to
differ materially from the anticipated results or other expectations expressed
in the Company's forward-looking statements. Reference is made in particular to
the discussion set forth below in this report and set forth in the Company's
Registration Statement on Form S-1 (File No. 333-12219) which was declared
effective by the Securities and Exchange Commission on May 6, 1997.
GENERAL
The Company generates revenues through Internet and Intranet customized
software application development, web site development, web site hosting
services, computer hardware resales, consulting services and fees charged for
the maintenance of web sites. Most customized software application projects are
generally completed within six to eight weeks, although certain past, current
and future projects have taken and are expected to take longer to complete.
Revenues on customized application and web site development projects are
recognized using the percentage of completion method. Web site maintenance and
hosting revenues represent recurring revenues and are deferred and recognized
ratably over the period.
During the three month period ended March 31, 1997, expenses exceeded net
sales as the Company continued to develop its products and services, institute
its marketing and sales programs and implement the operational and
administrative support structure necessary to support its business. HomeCom
expects to continue to experience increased operating expenses and capital
investments during 1997 as it continues to expand its infrastructure to support
its growth.
The Company's revenues and operating results have varied substantially
from period to period, and should not be relied upon as an indication of future
results. The Company historically has operated with no significant backlog
because its services are provided as requested by customers. As a result,
revenues in any quarter are substantially affected by the amount of services
requested by its customers. Moreover, unanticipated variations in the number and
timing of the Company's projects or in employee utilization rates may cause
significant variations in revenues in any particular quarter. An unanticipated
termination of a major project, a client's decision not to pursue a new project
or proceed to succeeding stages of a current project, or the completion during
a quarter of several major client projects, could require the Company to pay
underutilized employees and therefore have a material adverse effect on the
Company's results of operations and financial condition. Because the Company
will continue to develop and market new products and services, the results of
operations for the quarters ended March 31, 1996 and 1997 are not necessarily
indicative of future operating results.
8
<PAGE> 9
RESULTS OF OPERATIONS
Net Sales. Net sales increased 234.7% from $271,617 in the first three
months of 1996 to $909,177 in the first three months of 1997. Revenues from
service sales increased 228.8% from $271,617 in the first three months of 1996
to $893,145 in the first three months of 1997. This increase of $621,528 is
primarily attributable to increases in hosting revenues of $165,784 and Web
site development and customized applications revenues of $386,680. Revenues
from equipment sales were $16,032 during the first three months of 1997.
Cost of Sales. Cost of sales for services includes salaries for
programmers, technical staff and customer support. Cost of sales for services
increased from $46,392, or 17.1% of service revenues in the first three months
of 1996 to $332,106, or 37.2% of service revenues in the first three months of
1997. This increase reflects the Company's significant increase in payroll
costs associated with the hiring of additional technical personnel. Increases
in the Company's personnel costs as a percentage of sales also reflects higher
costs incurred to attract and retain Internet software development
professionals, and a change in the mix of products and services sold.
Gross Profit. Gross profit increased by $343,059 from $225,225 in the
first three months of 1996 to $568,284 in the first three months of 1997. Gross
profit margins decreased from 82.9% during the first three months of 1996 to
62.5% during the first three months of 1997. This decrease as a percentage of
revenues primarily reflects increased costs incurred by the Company for
technical personnel and a change in the mix of products and services sold.
Sales and Marketing. Sales and marketing expenses include salaries,
variable commissions and bonuses for the sales force, advertisement and
promotional marketing materials, travel and telephone charges. Sales and
marketing expenses increased 316.1% from $71,443 in the first three months of
1996 to $297,249 in the first three months of 1997. This increase was primarily
attributable to an increase in the size of the Company's sales force. As a
percentage of revenues, these expenses increased from 26.3% of revenues in the
first three months of 1996 to 32.7% of revenues in the first three months of
1997. The Company intends to increase marketing expenditures in 1997, but
generally anticipates that sales and marketing expenses, as a percentage of
revenues, will not increase materially above current levels.
9
<PAGE> 10
Product Development. Product development expenses consist of personnel
costs required to conduct the Company's product development effort. Management
believes that significant continuing investments in product development are
required to compete effectively in the Company's industry. As a consequence,
the Company has increased expenditures on product development primarily through
the employment of additional development personnel. Total expenditures for
product development were $105,253, or 11.6% of net sales in the first three
months of 1997, of which $57,614 were capitalized. This compares to total
product development expenditures of $17,000, or 6.3% of sales, in the first
three months of 1996, none of which were capitalized.
General and Administrative. General and administrative expenses include
salaries for administrative personnel, rents, telephone charges, insurance and
other administrative expenses. General and administrative expenses increased
from $114,803 in the first three months of 1996 to $543,031 in the first three
months of 1997. As a percentage of net sales, these expenses increased from
42.3% in the first three months of 1996 to 59.7% in the first three months of
1997. This increase as a percentage of net sales reflects primarily increases
for operational and administrative support personnel incurred to support
anticipated growth. The Company expects to experience continuing increases in
general and administrative expenses during 1997 as it continues to develop the
infrastructure required to support anticipated future growth.
Depreciation and Amortization. Depreciation and amortization includes
depreciation and amortization of computers, network equipment, office equipment
and equipment under capital leases. Depreciation and amortization increased
from $10,104, or 3.7% of revenues in the first three months of 1996 to $35,364,
or 3.9% in the first three months of 1997, reflecting increased expenditures on
capital equipment. The Company expects additional capital investments during
1997 as it continues to develop the infrastructure needed to support higher
levels of operations.
Interest Expense. Interest expense increased from $1,567 in the first
three months of 1996 to $20,524 during the first three months of 1997,
principally reflecting increased debt levels associated with notes payable to
investors entered into in 1996.
Income Taxes. The Company has not paid income taxes to date because it
has not had taxable income. Net operating loss carryforwards are recorded as a
deferred tax asset with a full valuation allowance.
10
<PAGE> 11
LIQUIDITY AND CAPITAL RESOURCES
The Company's current primary focus is on increasing revenues and
expanding operations. The Company continues to hire additional personnel and
increase expenses related to administration, production, technical resources,
marketing, customer support and infrastructure to enhance and expand its
operations.
Net cash used in operating activities was $419,965 for the three month
period ended March 31, 1997. As of March 31, 1997, the Company had a working
capital deficit of $1,778,166. The Company has primarily financed its
operations to date through public and private sales of equity securities and
loans from its principal stockholders and affiliates. Net cash provided by
financing activities was $175,888 and $366,838 during the three month periods
ended March 31, 1997 and 1996, respectively. During May 1997, the Company
completed an initial public offering of its common stock, issuing 1,000,000
shares at a price of $6.00 per share. The proceeds from the initial public
offering were approximately $4,722,500, net of underwriting discounts,
commissions and expenses of the offering. The Company has repaid all
outstanding principal amounts loaned to the Company by stockholders and
affiliates.
The Company spent $21,251 and $169,364 during the three month periods
ended March 31, 1997 and 1996, respectively, for the purchase of capital
equipment. These amounts were expended primarily for computer equipment,
communications equipment and software necessary for HomeCom to increase its
presence in the Internet and Intranet applications marketplace.
The Company's commitments as of March 31, 1997 consisted primarily of a
five year lease on its headquarters facility, a promissory note commitment to
Harvey Sax, the Company's Chief Executive Officer, in the principal amount of
approximately $54,189, a loan commitment to a financial institution in the
amount of approximately $58,161, and promissory note commitments to outside
investors in the aggregate principal amount of approximately $1,219,904. The
promissory note commitments to Harvey Sax and to outside investors have been
repaid with the proceeds from the initial public offering. At March 31, 1997,
there were no material commitments for capital expenditures.
In August 1996, HomeCom acquired all of the outstanding capital stock of
HomeCom Internet Security Services, Inc. ("HISS"), a Delaware corporation formed
in July 1996 to provide Internet and Intranet security system consulting
services. In the transaction, the former holders of HISS's capital stock
received the right to receive their pro rata share of four annual earnout
payments to be paid not later than March 31 of 1998, 1999, 2000 and 2001 (each,
an "Annual Earnout"). Each Annual Earnout will be one-fourth of an amount equal
to 30% of HISS's gross revenues for the 12 month period ending December 31,
1997; provided, however, that (i) the amount of each Annual Earnout will be
limited to the amount of HISS's net profits for the 12-month period ended
December 31 immediately preceding the payment date (the "Profit Cap"), (ii)
amounts not paid in a year as a result of the Profit Cap will be carried forward
to the subsequent year, and (iii) amounts not paid in the fourth year as a
result of the Profit Cap will be forfeited. Each Annual Earnout can be paid in
whole or in part in cash or, at HomeCom's option, in shares of Common Stock
based upon the average trading price of the Common Stock for the ten trading
days immediately preceding payment of the Annual Earnout. An Annual Earnout will
not be paid if the recipient is then in violation of the non-solicitation and
non-competition provisions contained in the Stock Purchase Agreement to which
the former holders of HISS's capital stock are subject. Roger Nebel, Vice
President and a director of the Company, owned 48% of HISS's outstanding capital
stock and will be entitled to receive 48% of the Annual Earnouts. HISS was
merged with and into the Company on September 11, 1996.
11
<PAGE> 12
The Company believes that its current cash balances, credit line, cash
flow from operations and the net proceeds of its initial public offering will
be sufficient to meet its working capital and capital expenditure needs for at
least the next 12 months. The Company may from time to time issue debt or
equity securities and otherwise raise long-term capital to finance the
expansion of its business.
Accounts receivable, net of allowance for doubtful accounts, totaled
$804,294 as of March 31, 1997. Trade receivables are monitored by the Company
through ongoing credit evaluations of its customers' financial conditions. The
allowance for doubtful accounts is considered by management to be an adequate
reserve for known and estimated bad debts of the Company. A revision in this
reserve due to actual results differing from this estimate could have a
material impact on the results of operations, financial position and liquidity
of the Company.
12
<PAGE> 13
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Effective March 7, 1997, the stockholders of HomeCom
Communications, Inc. approved the adoption of the HomeCom Communications, Inc.
Employee Stock Purchase Plan by unanimous written consent in lieu of a
special meeting. Holders of 1,923,063 shares of common stock, representing all
of the issued and outstanding common stock at that time, executed the written
consent.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27 Financial Data Schedule (For SEC use only)
(b) Reports on Form 8-K
None
13
<PAGE> 14
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.
HomeCom Communications, Inc.
Date: June 20, 1997 /s/ Harvey W. Sax
-------------------- ----------------------------
President and
Chief Executive Officer
Date: June 20, 1997 /s/ Norman H. Smith
-------------------- ----------------------------
Vice President Finance and
Administration
(Principal Financial Officer)
Date: June 20, 1997 /s/ Vinod Keni
-------------------- ----------------------------
Corporate Controller
(Principal Accounting Officer)
14
<PAGE> 15
HOMECOM COMMUNICATIONS, INC.
EXHIBIT INDEX
Exhibit
Number Description Page
- ------- ----------- ----
27 Financial Data Schedule (For SEC Use only)
15
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF HOMECOM COMMUNICATIONS, INC. FOR THE THREE-MONTH PERIOD
ENDED MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 9,435
<SECURITIES> 0
<RECEIVABLES> 900,639
<ALLOWANCES> 96,345
<INVENTORY> 0
<CURRENT-ASSETS> 816,095
<PP&E> 493,763
<DEPRECIATION> 126,816
<TOTAL-ASSETS> 1,804,868
<CURRENT-LIABILITIES> 2,594,261
<BONDS> 100,224
0
0
<COMMON> 192
<OTHER-SE> (995,511)
<TOTAL-LIABILITY-AND-EQUITY> 1,804,868
<SALES> 16,032
<TOTAL-REVENUES> 909,177
<CGS> 8,787
<TOTAL-COSTS> 340,893
<OTHER-EXPENSES> 933,783
<LOSS-PROVISION> (10,500)
<INTEREST-EXPENSE> 20,524
<INCOME-PRETAX> (374,650)
<INCOME-TAX> 0
<INCOME-CONTINUING> (374,650)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (374,650)
<EPS-PRIMARY> (0.19)
<EPS-DILUTED> (0.19)
</TABLE>
