U. S. 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 February 28, 1998.
[ ] Transition report pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934.
For the transition period from to
Commission File Number: 001-12509
MEGA HOLDING CORP.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter
New York 13-2793653
- --------------------------------------------------------------------------------
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
278A New Dorp Lane, Staten Island, New York 10306
- --------------------------------------------------------------------------------
Address of principal executive offices)
718-667-9117
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(Registrant's telephone number, including area code)
(Not Applicable)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report
Indicate by check mark, whether the registrant:: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the 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
Indicate the number of shares outstanding of each of the issuer's classes
of stock as of the close of the period covered by this report.
Class Number of Shares Outstanding
Common Shares 3,615,000
Transitional Small Business Disclosure Format: Yes No x
<PAGE>
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
The condensed financial statements for the periods ended February 28, 1998
included herein have been prepared by Mega Holding Corp. (the "Company"),
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission (the "Commission"). In the opinion of management, the
statements include all adjustments necessary to present fairly the financial
position of the Company as of February 28, 1998, and the results of operations
and cash flows for the six month periods ended February 28, 1998 and 1997.
The Company's results of operations during the six months of the Company's
fiscal year are not necessarily indicative of the results to be expected for the
full fiscal year.
2
<PAGE>
MEGA HOLDING CORP.
BALANCE SHEET
ASSETS
February 28 August 31,
1998 1997
(Unaudited) (Audited)
----------- ---------
Current Assets:
Cash $ 12,673 $ 15,060
Accounts Receivable 36,840 51,671
Royalties Receivable (Note 2) 376 375
Notes Receivable (Note 3) 128,200 129,200
---------- ----------
Total Current Assets 178,089 196,306
---------- ----------
Property and Equipment
Office Equipment at Cost (Note 1) 67,224 66,664
Less: Accumulated Depreciation (44,613) (39,192)
---------- ----------
Total Property and Equipment 22,611 27,472
Investments and Other Assets:
Marketable Securities (Notes 1 & 4) 46,991 31,765
Restricted Securities - par value (Note 5 24,789 3,287
Royalties Receivable (Note 2) 154,117 154,493
---------- ----------
Total Investments & Other Assets 225,897 189,545
---------- ----------
Total Assets $ 426,597 $ 413,323
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Notes Payable $ 1,100 $ --
Officer's Loan -- 5,000
Payroll Taxes Payable -- 188
---------- ----------
Total Current Liabilities 1,100 5,188
---------- ----------
Long - Term Liabilities:
Deferred Taxes (Note 7) 2,233 2,233
---------- ----------
Total Long - Term Liabilities 2,233 2,233
---------- ----------
Commitments and Contingent Liabilities (Note 6)
Stockholder's Equity:
Common Stock - $.01 par value
Authorized 20,000,000 shares
Issued 3,615,000 shares 36,150 36,150
Paid In Capital 488,616 488,616
Retained Deficit (101,502) (118,864)
---------- ----------
Total Stockholder's Equity 423,264 405,902
---------- ----------
Total Liabilities and Stockholders' Equity $ 426,597 $ 413,323
========== ==========
See accompanying notes to the financial statements.
3
<PAGE>
MEGA HOLDING CORP.
STATEMENT OF EARNINGS
FOR THE PERIODS ENDED
February 28, February 28, August 31,
1998 1997 1997
(Unaudited) (Unaudited) (Audited)
----------- ----------- ---------
Net Sales $ 122,622 $ 96,040 $ 200,203
Cost Of Sales 32,445 50,053 96,794
--------- --------- ---------
Gross Profit 90,177 45,987 103,409
--------- --------- ---------
General and Administrative Expenses:
Advertising 2,483 27 27
Commissions 28,725 29,155 69,078
Credit Reports 447 445 671
Dues 1,304 -- 275
Education/Seminars 800 -- --
Executive Compensation -- -- 113,216
Insurance 747 -- 889
Miscellaneous 1,218 2,971 3,860
Office Expense 14,109 7,574 17,580
Payroll and Associated Costs 2,881 1,416 6,658
Postage 1,111 -- --
Professional 1,000 6,000 6,000
Rent 7,883 9,116 14,348
Taxes -- 11,223 11,835
Telephone and Utilities 3,032 3,508 9,728
Travel and Entertainment 6,929 7,627 21,883
Depreciation 5,421 1,196 7,832
--------- --------- ---------
Total Operating Expenses 78,090 80,258 283,880
--------- --------- ---------
Earnings Before Unrealized Holding Loss
on Marketable Securities, Other
Income, and Income Taxes 12,087 (34,271) (180,471)
Unrealized Holding Loss on
Marketable Securities (10,375) (91,810) (41,127)
--------- --------- ---------
Other Income:
Royalties Income 3,275 343 375
Interest Income - Royalties 12,375 12,407 12,375
Interest Income - Other -- -- 55
Total Other Income 15,650 12,750 12,805
--------- --------- ---------
Income Before Income Taxes 17,362 (113,331) (208,793)
--------- --------- ---------
Provision For Income Taxes -- -- (70,990)
--------- --------- ---------
Net Income/(Loss) $ 17,362 (113,331) (137,803)
========= ========= =========
Net Earnings/(Loss) Per Share:
Net Earnings/(Loss) $ 0.005 $ (0.031) $ (0.038)
Weighted Average Number
of Common Shares 3,615,000 3,615,000 3,615,000
========= ========== ==========
See accompanying notes to the financial statements.
4
<PAGE>
MEGA HOLDING CORP.
STATEMENT OF CASH FLOWS
FOR THE PERIODS ENDED
February 28, August 31,
1998 1997
(Unaudited) (Audited)
--------- ---------
Cash Flow from Operating Activities:
Net Income/(Loss) $ 17,362 $(137,803)
Adjustments To Reconcile Net
Income/(Loss) To Net Cash (Used)/
Provided in Operating Activities:
Depreciation 5,421 7,832
Unrealized Holding (Gain)/Loss on
Marketable Securities 10,375 41,127
(Increase)/Decrease in Accounts Receivable 14,831 (8,171)
(Increase)/Decrease in Royalties Receivable 375 343
Increase/(Decrease) in Accounts Payable -- (6,257)
Increase/(Decrease) in Deferred Taxes -- (55,000)
Increase/(Decrease) in Payroll Taxes Payable (188) 188
--------- ---------
Total Adjustments 30,814 (19,938)
--------- ---------
Net Cash (Used)/Provided by Operating Activities 48,176 (157,741)
Cash Flow From Investing Activities:
(Purchase)/Disposal of Property, Plant & Equipment (560) (15,249)
(Increase)/Decrease in Marketable Securities (25,601) 145,855
(Increase)/Decrease in Restricted Securities (21,502) 26,713
--------- ---------
Net Cash Provided by Investing Activities (47,663) 157,319
Cash Flow From Financing Activities:
(Increase)/Decrease in Notes Receivable 1,000 5,800
Increase/(Decrease) in Notes Payable 1,100 --
Increase/(Decrease) in Officer's Loans (5,000) 5,000
--------- ---------
Net Cash Provided by Financing Activities (2,900) 10,800
--------- ---------
Net Increase/(Decrease) in Cash (2,387) 10,378
Cash at the Beginning of the Period 15,060 4,682
--------- ---------
Cash at the End of the Period $ 12,673 $ 15,060
========= =========
See accompanying notes to the financial statements.
5
<PAGE>
MEGA HOLDING CORP.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Additional Total
September 1, 1996 Common Paid In Retained Stockholders'
To February 28, 1998 Stock Capital Deficit Equity
- -------------------- ---------- ---------- ---------- -----------
September 1, 1996 $ 36,150 $ 488,616 $ 18,939 $ 543,705
Net Loss - 1997 (137,803) (137,803)
---------- ---------- ---------- -----------
Total Stockholders' Equity
As of August 31, 1997 36,150 488,616 (118,864) 405,902
Net Income - February 1998 17,362 17,362
---------- ---------- ---------- -----------
Total Stockholders' Equity
As Of February 28, 1998 $ 36,150 $ 488,616 $(101,502) $ 423,264
========== ========== ========== ==========
See accompanying notes to the financial statements.
6
<PAGE>
MEGA HOLDING CORP.
FOOTNOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 1998
Note 1 - Basis of Presentation and Significant Accounting Policies:
Mega Holding Corp. (the Company) was formed as a New York corporation and
commenced business on March 31, 1970. The Company offers its services to
corporations that are seeking banking and investment banking relationships. The
Company charges a fee for these services and at times earns an equity interest
in these companies. Fees are also earned from clients that wish to go public
and/or raise capital. The Company is licensed and registered with the New York
State Banking Department as a mortgage broker wherein it earns fees. In
addition, the Company receives royalties from Powderhorn Incorporated (a
subsidiary of Peabody Coal Company) located in Palisade, Colorado.
A) Property and Equipment
Property and equipment are carried at cost less accumulated depreciation.
Depreciation is calculated by using the modified accelerated cost recovery
system as provided by the tax reform act of 1986 for property acquired after
December 31, 1986. The recovery classifications are five years for furniture and
fixtures and office equipment.
Expenditures for maintenance and repairs are charged to expense as incurred
whereas major improvements are capitalized.
B) Marketable Securities
In May 1993, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 115, "Accounting for Certain Investments in
Debt and Equity Securities," effective for fiscal years beginning after December
15, 1993. This statement considers debt securities that the Company has both the
positive intent and ability to hold to maturity are carried at amortized cost.
Debt securities that the Company does not have the positive intent and ability
to hold to maturity and all marketable equity securities are classified as
available-for-sale or trading securities and are carried at fair market value.
Unrealized holding gains and losses on securities classified as
available-for-sale are carried as a separate component of stockholders' equity.
Unrealized holding gains and losses on securities classified as trading are
reported in earnings. Management determines the appropriate classification of
marketable equity and debt securities at the time of purchase and reevaluates
such designation as of each balance sheet date.
C) Revenue Recognition
The Company recognizes revenues at the point in time when the stock in the
newly formed company is sold and with reference to the mortgage brokering aspect
of the Company when commissions are received.
7
<PAGE>
D) Cost of Sales
The cost of sales consist primarily of those expenditures accumulated as
the Company completes and maintains a spin-off of the original company.
E) Income Taxes
The Company adopted the provisions of Statement of Financial Accounting
Standards (SFAS) No. 109, "Accounting for Income Taxes", which requires a change
from the deferral method to the assets and liability method of accounting for
income taxes. Timing differences exist between book income and tax income which
relate primarily to the recognition of income.
F) Net Earnings/(Loss) Per Common Share
Net earnings/(loss) per common share are computed by dividing net
earnings/(loss) by the weighted average number of shares of common stock
outstanding during the period.
Note 2 - Royalties Receivable:
On September 29, 1994, the Company resolved a royalty dispute whereby
Powderhorn Incorporated pays the Company additional royalties with a future
value of $624,044. This amount is payable at $12,750 per annum for
non-production royalty and a royalty based on levels of production.
February 28, August 31,
1998 1997
(Unaudited) (Audited)
----------- ----------
Royalties Receivable From Court Settlement:
Non-interest bearing receivable,
receivable in annual installments
of $12,750; due 2043. $ 573,044 $ 585,794
Less unamortized discount based
on imputed interest rate of 8%. 418,551 430,926
Royalties receivable less unamortized
discount. 154,493 154,868
Less: Current Portion 376 375
Total Long-Term Royalties Receivable $ 154,117 $ 154,493
========= ==========
Due to the large nature of Powderhorn and its prior history in payment of
like kind transactions, management believes all royalties will be collected on a
timely basis.
8
<PAGE>
Note 3 - Notes Receivable:
In 1993, the Company entered into a loan agreement with AWEC for the sum of
$100,000. This loan is non-interest bearing and due in 1998. With this note, the
Company has two (2) options. Option one maintains the Company carry the note to
maturity and receive face value. Option two gives the Company the right to
convert the outstanding note receivable into AWEC common stock at fair market
value. This right may be exercised at the Company's option during 1998.
In 1996, the Company received notes from Bonsangue and Nocito companies in
the amounts of $30,000 and $5,000 respectively. Both notes are non-interest
bearing and are considered current. At February 28, 1998 and August 31, 1997,
Bonsangue has repaid $13,300 and $13,300, respectively.
Note 3 - Notes Receivable: (continued)
During 1997, the Company received a note from the Berkshire Group in the
amount of $20,000. This note is non-interest bearing and is due within the next
twelve months. At February 28, 1998 and August 31, 1997, the Berkshire Group has
repaid $13,500 and $12,500, respectively.
Note 4 - Marketable Securities:
As discussed in Note 1, the Company adopted the provisions of Statement of
Financial Accounting Standards (SFAS) No. 115, "Accounting for Certain
Investments in Debt and Equity Securities." At February 28, 1998 and August 31,
1997, all of the Company's marketable equity securities are classified as
trading securities; they were purchased with an intent to resell them within the
next year.
The current marketable securities represents an equity investment in
various corporations which the Company considers as trading securities. At
February 28, 1998, these securities had an original cost of $57,366 whereas at
August 31, 1997, the cost basis was $76,179; both of which were determined by
multiplying the number of shares being purchased by the fair market value of
those shares. At February 28, 1998 and August 31, 1997, the market value was
$46,991 and $35,052, respectively; determined by multiplying the number of
shares held by the fair market value of those shares at the balance sheet date.
The difference between the cost and fair market value represents an unrealized
holding loss and is included in current earnings.
Note 5 - Restricted Securities:
The Company owns various securities that are restricted by the Securities
and Exchange Commission from sale. These restricted securities are carried at
par value totaling approximately $24,789 and $3,287 at February 28, 1998 and
August 31, 1997, respectively. The fair market value of the restricted
securities held at the balance sheet date is determined by the cost basis of
those securities. If there were no cost basis, the number of shares multiplied
by the given par value would be used.
9
<PAGE>
Note 6 - Executive Compensation:
As president, Thomas Abate intermittently receives shares of stock as
compensation. At February 28, 1998, no non-cash compensation had been received
whereas approximately $23,000 had been received for the year ended August 31,
1997.
Note 7 - Commitments and Contingent Liabilities:
The Company is engaged in a three year lease for its office space in the
amount of $1,302.29 per month. This non-cancelable lease began January 1, 1996
and expires January 31, 1999.
Future minimum lease payments are summarized as follows:
February 28, Amount
------------ ---------
1999 $ 14,325
=======
Note 8 - Income Taxes:
As discussed in Note 1, the Company adopted the provisions of Statement of
Financial Standards (SFAS) No. 109 "Accounting for Income Taxes". Implementation
of SFAS 109 did not have a material cumulative effect on prior periods nor did
it result in a change to the current year's provision.
A) The effective tax rate for the Company is reconcilable to statutory tax
rates as follows:
February 28, August 31,
1998 1997
(Unaudited) (Audited)
------------ ----------
% %
U.S. Federal Statutory Tax Rate 34 34
Valuation allowance for deferred tax
assets allocated to income tax expense (34) (34)
------ ------
Effective Tax Rate - 0 - - 0 -
====== ======
Note 8 - Income Taxes: (continued)
B) Deferred income taxes are provided for differences between financial
statement and income tax reporting. The principal difference is the manner in
which income is recognized for financial and income tax reporting purposes. the
End of the Period $ 12,673 $ 15,060
10
<PAGE>
Item 2: Management's Discussion and Aalysis of Fnancial Condition and
Results of Operations
Results of Operations
Six Months Ended February 28,1998 Compared to Six Months Ended February 28, 1997
- --------------------------------------------------------------------------------
Revenues for the six months ended February 28, 1998 increased $26,582 or
27.7% when compared to the six months ended February 28, 1997. During the six
months ended February 28, 1998, the Company generated $62,302 (66.8%) of its
revenues from business and financial consulting services, $15,650 (11.32%) of
its revenues from its mining royalty interest, and $30,320 (21.9%) of its
revenues from mortgage brokering activities. During the six months ended
February 28, 1997, the Company generated $96,040 (88.0%) of its revenues from
business and consulting services, $12,750 (12.0%) of its revenues from its
mining royalty interest, and $ -0- (0.0%) of its revenues from mortgage
brokering activities.
Business and financial consulting services revenues decreased by $3,738
(3.9%) due to everyday operating activities. Revenues from the Company's mining
royalty interest increased by $2,900 (22.8%) due to the extraction of coal in
excess of the agreed upon 300,000 tons. The Company, therefore, received an
additional royalty of $.0425 per ton in excess of the 300,000 tons during the
interim period. Additionally, mortgage brokering activity revenues increased
$30,320 due to the Company assimilating to its new strategy.
Cost of sales for the six months ended February 28, 1998 decreased by
$17,608 (35.2%) when compared to the six months ended February 28, 1997. General
and administrative expenses however, decreased by $2,168 (2.7%) for the six
months ended February 28, 1998 when compared to the six months ended February
28, 1997 due to normal operating activities. Additionally, taxes decreased
$11,223 (100.0%) due to the full payment being remitted for prior period.
As a percentage of sales, cost of sales decreased from 46.0% for the six
months ended February 28, 1997 to 23.5% for the six months ended February 28,
1998 and general and administrative expenses decreased from 73.8% for the six
months ended February 28, 1997 to 56.5% for the six months ended February 28,
1998. These percentage decreases are attributable to the Company showing higher
revenues for the six months ended February 28, 1998 as compared to the six
months ended February 28, 1997.
While marketable securities decreased, restricted securities increased at
February 28, 1998 when compared to February 28, 1997 due to the disposal and
depreciation of various securities during the interim period. Accordingly, an
unrealized holding loss has been shown for the six month periods ended February
28, 1998 and 1997. This occurrence was due to the securities acquired prior to
February 28, 1997 depreciating in value by August 31, 1997 whereas those
acquired subsequent to August 31, 1997 appreciated in value for the six months
ended February 28, 1998. Additionally, a number of securities had been sold
during the interim period.
The Company gains interests in other companies by acquiring shares of such
companies' stocks. The Company acquires these securities with the intent to
resell them within the next twelve months. The Company's marketable securities
for the six months ended February 28, 1998 decreased $79,946 from the same
period in the prior fiscal year. This decrease is attributable to two factors:
(1) the Company acquired securities with a
11
<PAGE>
market value of $18,062 during the 1998 period; and (2) although these
securities appreciated in value, pre-existing holdings depreciated to a much
higher degree causing the Company to show an unrealized holding loss of $10,375
at the end of the six month 1998 period. Management classifies these marketable
securities as trading securities because the Company purchases these securities
principally for the purpose of reselling them in the near term. The securities
are, therefore, reported on the balance sheet at fair market value with any
unrealized holding gains and losses included in current earnings. As a result,
for the six months ended February 28, 1998, the Company's net gain increased
$130,693 (115.3%) when compared to the six months ended February 28, 1997.
Liquidity and Capital Resources
- -------------------------------
As of February 28, 1998, the Company's current assets exceeded its current
liabilities by $201,778; however, only $12,673 of current assets was composed of
cash with the remainder being comprised of various receivables.
Historically, the Company has financed its operations through cash flow
from operations. Due to the current operating cash flow, the Company has no need
to maintain any external funding sources.
As of February 28, 1998, the Company had no material commitments for
capital expenditures.
During the six months ended February 28, 1998, there were no fees received
by the Company in the form of stock. To date, the amounts received in stock are
minimal, thus having no material effect on the Company's liquidity and overall
financial position. In the future, the Company plans to continue distributing to
its shareholders most of the stock that it receives in other entities. If the
fees received are more so in the form of stock than cash, and continue to be
distributed to the Company's shareholders, the Company's liquidity may be
adversely affected. However, management anticipates, but cannot assure, that the
cash portion of fees received and the proceeds from the sale of stock not
distributed to the Company's shareholders will be sufficient to meet the
Company's anticipated cash flow needs. Where the Company receives shares with
restrictions on transfer, the Company will be required to hold such shares
indefinitely and will only be able to sell such shares if and when the shares
are registered on an exemption from registration is available, and if and when a
market for such securities develops. Accordingly, such shares are not be able to
be used to meet cash flow needs.
At February 28, 1998, royalties due from Powderhorn International
represented 36.1% of the Company's total assets. Based upon Powderhorn's prior
history in payment of like kind transaction, management believes that all
royalties will be collected on a timely basis.
Item 3. Description of Properties
The Company maintains its principal executive offices at 278A New Dorp
Lane, Staten Island, New York in an approximately 1,300 square foot office
facility pursuant to a lease originally entered into in January, 1984, and
thereafter renewed periodically. The current renewal term expires on January 31,
1999. The annual rental is $8,400 per annum ($700 per month) plus tenant's
proportionate share of real estate taxes and escalations premises in the amount
of $602.29 per month for a total annual rental of $15,627.48.
12
<PAGE>
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
There are no legal proceedings. The Company is not aware of any threatened
legal proceedings to which it may be a party or to which its property may be
subject.
Item 2. Changes in Securities
Not applicable.
Item 3. Defaults upon Senior Securities.
Not applicable.
None.
Item 4. Submission of Matters to a Vote of Security-Holders.
An annual meeting of shareholders was held on January 29, 1998. Thomas M.
Abate, James D. Paulsen and John M. Seroor were elected directors by a vote of
2,554,499 to 0. McManus & Co., P.C. were approved as auditors of the Company by
a vote of 2,552,999 to 0 with 1,500 absentions. The Company's 1998 Nonstatutory
Stock Option Plan to be administered by the board of directors under which
1,000,000 common shares have been reserved was approved by a vote of 2,553,349
to 0 with 1,150 abstentions.
Item 5. Other Information
Not applicable.
Item. 6, Exhibits and Reports on Form 8-K.
No report on Form 8-K was filed with the Securities and Exchange commission
for the period covered by this report.
13
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
MEGA HOLDING CORP.
(Registrant)
s/Thomas M. Abate
-----------------------
Thomas M. Abate,
President and Principal
Executive Officer
s/John M. Seroor
-----------------------
Treasurer and Principal
Financial Officer
Dated: April 14, 1998
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
financial statements for the six month period ended February 28, 1998 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1997
<PERIOD-END> FEB-28-1998
<CASH> 12,673
<SECURITIES> 71,780
<RECEIVABLES> 319,533
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 178,089
<PP&E> 67,224
<DEPRECIATION> 44,613
<TOTAL-ASSETS> 426,597
<CURRENT-LIABILITIES> 1,100
<BONDS> 0
0
0
<COMMON> 36,150
<OTHER-SE> 387,114
<TOTAL-LIABILITY-AND-EQUITY> 426,597
<SALES> 122,622
<TOTAL-REVENUES> 138,272
<CGS> 32,445
<TOTAL-COSTS> 110,535
<OTHER-EXPENSES> 10,375
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 17,362
<INCOME-TAX> 0
<INCOME-CONTINUING> 17,362
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 17,362
<EPS-PRIMARY> (0.005)
<EPS-DILUTED> (0.005)
</TABLE>