UNITED STATES
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 September 30, 1999
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15D OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to __________
Commission File Number: 0-3825
MPEL HOLDINGS CORP.
(Exact name of registrant as specified in its current charter)
NEW YORK 22-1842747
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
25 Melville Park Road, Melville, NY 11747
(Address of registrant's principal executive offices including Zip Code)
(516) 364-2700
(Registrant's telephone number, including area code)
No Change
(Former name, former address and former fiscal year if changed since last
report)
Indicated 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) has been subject to such
filing requirements for the past 90 days.
Yes [ x ]. No [ ].
As of September 30, 1999, the registrant had 11,201,142 shares outstanding
of common stock, $.01 par value.
<PAGE>
MPEL HOLDINGS CORP. AND SUBSIDIARY
Form 10 - QSB
Index
<TABLE>
<CAPTION>
Part I: Financial information
<S> <C>
Item 1. Financial statements Page No.
Condensed Consolidated Balance Sheet at September 30, 1999
(Unaudited) 3
Condensed Consolidated Statements of Operations for the
Three and Nine Months Ended September 30, 1999 and 1998 (Unaudited) 4
Condensed Consolidated Statements of Cash Flows for the
Three and Nine Months Ended September 30, 1999 and 1998 (Unaudited) 5
Notes to Condensed Consolidated Financial Statements
(Unaudited) 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6
Part II: Other Information
Item 1. Legal Proceedings 10
Item 2. Changes in Securities 10
Item 3. Defaults upon Senior Securities 10
Item 4. Submission of Matter to a Vote of Security Holders 10
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 10
Signatures 11
</TABLE>
<PAGE>
Part 1. Financial Information
Item 1. Financial Statements
MPEL HOLDINGS CORP. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
September 30,
1999
------------
Assets
Cash and cash equivalents ................... $ 443,480
Mortgage loans held for sale ................ 5,290,387
Due from mortgage loan investors ............ 4,262,167
Other receivables and other assets .......... 1,583,966
Deferred financing costs .................... 368,738
Due from related parties .................... 276,625
Property and equipment-net .................. 558,337
------------
$ 12,783,700
============
Liabilities and Stockholders' Equity
Liabilities:
Warehouse lines of credit ................... $ 3,922,914
Loans closed to be disbursed ................ 2,535,000
Notes payable ............................... 1,188,029
Subordinated debt ........................... 320,500
Obligation under capital lease .............. 44,514
Accounts payable and accrued liabilities .... 504,120
------------
Total liabilities .................. $ 8,515,077
------------
Stockholders' Equity:
Common stock-$.01 par value; authorized
15,000,000 shares; issued 11,894,142 shares;
outstanding 11,894,142 ..................... 118,941
Additional paid-in capital .................. 6,329,964
Accumulated deficit ......................... (2,040,282)
Treasury stock, at cost (693,000 shares) .... (140,000)
------------
Total stockholders' equity ......... 4,268,623
------------
$ 12,783,700
============
See accompanying notes to condensed consolidated financial statements
<PAGE>
MPEL HOLDINGS CORP. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
------------ ------------ ------------ ------------
Revenue
<S> <C> <C> <C> <C>
Mortgage origination, net .... $ 1,970,635 $ 2,199,956 $ 5,991,545 $ 6,644,409
Interest earned .............. 304,080 281,906 817,330 853,026
------------ ------------ ------------ ------------
Total Revenue ....... 2,274,715 2,481,862 6,808,875 7,497,435
------------ ------------ ------------ ------------
Expenses
Commission, wages and benefits 867,904 1,925,126 2,984,285 5,428,087
Selling and administrative ... 707,576 734,064 2,025,953 2,628,010
Interest expense ............. 1,056,060 433,803 1,990,822 1,291,896
------------ ------------ ------------ ------------
Total Expenses ...... 2,631,540 3,092,993 7,001,060 9,347,993
------------ ------------ ------------ ------------
Net income ................... $ (356,825) $ (611,131) $ (192,185) $ (1,850,558)
============ ============ ============ ============
Per share data:
Net loss per common
share - basic and diluted .. $ (0.03) $ (0.07) $ (0.02) $ (0.22)
============ ============ ============ ============
Weighted-average number
of shares outstanding ...... 11,201,142 9,214,969 11,201,142 8,591,486
============ ============ ============ ============
See accompanying notes to condensed consolidated financial statements
</TABLE>
<PAGE>
MPEL HOLDINGS CORP. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
1999 1998
---------- ----------
Cash flow from operating activities:
<S> <C> <C>
Net income (loss) ............................................................ $(192,185) $(1,850,558)
Adjustment to reconcile net income (loss)
to net cash used in operating activities:
Compensation charges relating to shares
acquired by the principal stockholders ................................... 341,232
Depreciation ............................................................... 103,331 91,283
Amortization of notes payable discount ..................................... 1,158,356 271,132
Net changes in:
Mortgage loans held for sale ............................................. (1,871,626) (1,322,123)
Due from mortgage loan investors ......................................... 7,061,766 1,215,713
Other receivables and other assets ....................................... 278,828 526,809
Accounts payable and accrued liabilities .............................. (721,230) 103,488
----------- -----------
Net cash (used in) provided by operating activities ................... 5,817,240 (623,024)
----------- -----------
Cash flow from investing activities:
Purchase of fixed assets ..................................................... (11,863) (253,340)
----------- -----------
Net cash used in investing activities ................................. (11,863) (253,340)
----------- -----------
Cash flow from financing activities:
Net change in warehouse line of credit ....................................... (4,464,271) 454,163
Net change in loans closed to be disbursed ................................... (3,019,800) (459,714)
Bank overdraft included in accounts payable .................................. 285,878
Advances from related parties ................................................ 103,479 (20,000)
Proceeds from notes payable .................................................. 2,250,000
Repayment of notes payable ................................................... (362,513) (620,885)
Repayment of obligation under capital lease .................................. (57,383) (68,532)
Deferred financing costs ..................................................... (280,003) 122,283
Net proceeds from sale of stock .............................................. 2,018,607
Stock subscription receivable ................................................ 440,000
Change in subordinated debt .................................................. (57,500) (500,000)
----------- -----------
Net cash (used in) provided by financing activities (5,447,991) 1,211,800
----------- -----------
Net increase in cash and cash equivalents ...................................... 357,386 335,436
Cash and cash equivalents at beginning of period ............................... 86,094 377,709
----------- -----------
Cash and cash equivalents at the end of period ................................. $ 443,480 $ 713,145
=========== ===========
Supplemental disclosure of cash flow information: Cash paid during the year for:
Interest .............................................................. $ 832,466 $ 914,366
=========== ===========
See accompanying notes to condensed consolidated financial statements
</TABLE>
<PAGE>
MPEL HOLDINGS CORP. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1999
(Unaudited)
1. Basis of Presentation
The accompanying condensed consolidated financial statements include the
accounts of MPEL Holdings Corp. and its wholly-owned subsidiary, Mortgage Plus
Equity and Loan Corp. (collectively, the "Company"). The Company is a full
service retail mortgage banking company providing a broad range of residential
mortgage products, since 1987, (including first mortgages, second mortgages and
home equity loans) to (i) prime, or "A" credit, borrowers who qualify for
conventional mortgages (including loans which conform to the standards of
certain institutional investors, such as Federal National Mortgage Association
("FNMA") and Federal Home Loan Mortgage Corporation ("FHLMC")); (ii) borrowers
who are classified as sub-prime, or B/C credit borrowers; and (iii) borrowers
who qualify for mortgage insured by the Federal Housing Administration ("FHA")
or guaranteed by the Veterans Administration ("VA"). The Company is an approved
nonsupervised mortgagee for the U.S. Department of Housing and Urban Development
and originates substantially all of its mortgage loans in New York, New Jersey,
Missouri, Connecticut, Ohio and Puerto Rico.
2. Interim Financial Statements
The results of operations for the three and the nine ended September 30,
1999 are not necessarily indicative of results to be expected for the remainder
of the fiscal year. The figures contained in this interim report are unaudited
and may be subject to year-end adjustments. Certain information and note
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to rules and regulations of the Securities and Exchange Commission. In
the opinion of management, all adjustments necessary for a fair presentation of
financial position and results of operations have been included, such as normal
accruals and elimination of significant intercompany balances and transactions,
in consolidation.
It is suggested that these financial statements be read in conjunction with
financial statements and notes thereto included in the Company's Annual Report
on Form 10-KSB for the fiscal year ended December 31, 1998.
3. Revenue Recognition
The Company sells whole mortgage loans and pools of mortgage loans,
servicing released, on a non-recourse basis. Mortgage origination fees, net of
direct loan origination costs, are deferred and included in mortgage loans held
for sale, until the loans are sold. Revenue recognition from the sale of
mortgage loans on a non-recourse basis occurs when the loans are shipped to
investors pursuant to sale commitments. Mortgage origination revenue is the
differential between the sale proceeds including premium, if any, and the
carrying amount of the mortgage.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The following discussion and analysis of the financial condition and
results of operations of the Company should be read in conjunction with the
Company's Condensed Consolidated Financial Statements included in Item 1 of this
Form 10-QSB.
Forward-looking Statements
Certain statements contained herein constitute forward-looking statements
within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act. Such statements include, without limitation, statement regarding
business and financing plans, business trends and future operating revenues and
expenses. Although the Company believes that the expectations reflected in such
statements are reasonable, it can give no assurance that such expectations will
prove to be correct. Forward-looking statements are typically identified by the
words: believe, expect, anticipate, intend, estimate and similar expressions, or
which by their nature refer to future events.
The company cautions investors that any forward-looking statements made by
the Company are not guarantees of future performance, and that the actual
results may differ materially from those in the forward-looking statements as a
result of various factors, including but not limited to: (i) increased
competition; (ii) increase in unemployment or other changes in domestic economic
conditions which adversely effect the sale of new and used homes; (iii) changes
in interest rates; (iv) changes in government regulations effecting consumer
credit; and (v) other risk factors identified in the Company's filings with the
Securities and Exchange Commission, including under the caption "Risk Factors"
in its most recent Registration Statement on Form SB-2. Subsequent, written and
oral forward-looking statements attributable to the Company or persons acting on
its behalf are expressly qualified by the precautionary statements in this
paragraph and elsewhere in this Form 10-QSB.
Results of Operations
Three Months Ended September 30, 1999 Compared to the Three Months Ended
September 30, 1998
Mortgage origination. Mortgage loan origination volume increased $16.5
million or 36.7% to $61.5 million during the three month period ended September
30, 1999 from $45.0 million during the corresponding period of 1998. The
increase in mortgage loan origination volume was primarily due to increased
origination volume at existing branches which resulted from an expanded
marketing campaign, including increased telemarketing, radio exposure, internet
presence and loan officers, and was partially offset by a reduction of volume
resulting from the closing of six branches.
Revenue. Mortgage origination revenue, net, decreased $229,321 or 10.4% to
$2.0 million. The decrease was due to decreased margins on B/C loans partially
offset by an increase in overall volume. Interest income increased $22,174, or
7.9% to $304,080. The increase was due to higher interest rates on the loans
during the period.
Expenses. Commissions, wages and benefits decreased $1.1 million, or 54.9%
to $867,904. The decrease in commissions, wages and benefits was primarily due
to a reduction of staff resulting from the closing of six branches. As of
September 30, 1999, the Company had 81 employees as compared to 153 employees as
of September 30, 1998. Selling and administrative expenses, which consist of
marketing, occupancy, supplies, selling and other expenses decreased $26,488, or
3.6% to $707,576. This decrease was due primarily to the closing of six
branches. Interest expense increased $622,257, or 143.4%, to $1.1 million. This
increase was due to amortization of the convertible debentures discount of
$849,902, partially offset by a reduction in interest on the warehouse line of
credit due to lower borrowings.
Net loss. During the three month period ended September 30, 1999, net loss
decreased $254,306 compared to the three month period ended September 30, 1998.
This decrease is primarily the result of the decrease in commissions, wages and
benefits related to the closing of six branch locations, and is partially offset
by a $849,902 noncash charge related to the issuance of convertible debentures.
Nine Months Ended September 30, 1999 Compared to the Nine Months Ended September
30, 1998
Mortgage origination. Mortgage loan origination volume increased $11.0
million or 7.7% to $154.8 million during the nine month period ended September
30, 1999 from $143.8 million during the corresponding period of 1998. This
increase in mortgage loan origination volume was primarily due to increased
origination volume at existing branches which resulted from an expanded
marketing campaign, including increased telemarketing, radio exposure, internet
presence and loan officers, and was partially offset by a reduction of volume
resulting from the closing of six branches.
Revenue. Mortgage origination, net, decreased $652,864 or 9.8% to $6.0
million. The decrease was due to decreased margins on B/C loans, partially
offset by an increase in overall volume. Interest income decreased $35,696, or
4.2% to $817,330. The decrease resulted from lower balances of loans held for
sale and due from loan investors, as compared to the corresponding period of the
prior year.
Expenses. Commissions, wages and benefits decreased $2.4 million or 45.0%
to $3.0 million. The decrease in commissions, wages and benefits was primarily
due to a reduction of staff resulting from the closing of six branches. As of
September 30, 1999, the Company had 81 employees as compared to 153 employees as
of September 30, 1998. Selling and administrative expenses, which consist of
marketing, occupancy, supplies, selling and other expenses decreased $602,057,
or 22.9% to $2.0 million. This decrease was due primarily to the closing of six
branches. Interest expense increased $698,926, or 54.1% to $2.0 million. This
increase was due to amortization of the convertible debentures discount of $1.2
million which was partially offset by a reduction of interest on the warehouse
line of credit due to lower borrowings.
Net loss. During the nine month period ended September 30, 1999 net loss
decreased $1.7 million compared to the nine month period ended September 30,
1998. This decrease is the result of the decrease in expenses relating to the
closing of six branch locations. In addition, although interest expense
increased, the increase was the result of a $1.2 million noncash charge related
to the issuance of convertible debentures, substantially offset by the reduction
in overall borrowing levels. Excluding the noncash charge in connection with the
issuance of convertible debentures, the Company earned $966,171 for the nine
month period.
Liquidity and Capital Resources
The Company's primary operating cash requirements include the funding or
payment of: (i) mortgage loan originations pending their sale; (ii) interest
expense incurred on warehouse and other financing; (iii) capital expenditures;
(iv) personnel and commission costs; and (v) other ongoing operating and
administrative expenses. The Company generates cash flow from fees received from
its borrowers for mortgage originations, the sale of mortgage loans into the
secondary market and interest income on loans held for sale. The Company must be
able to sell loans and obtain adequate credit facilities and other sources of
funding in order to continue to originate loans.
Management expects to increase its production of mortgage loan
originations, through, among other things, increased advertising and promotion,
expanded telemarketing capabilities and continued expansion into new markets.
This expected increase in mortgage loan originations is expected to be funded by
cash flow from operations and increased borrowings under warehouse facilities.
To the extent that additional borrowings under the warehouse facilities or other
arrangements are not available on satisfactory terms, the Company will explore
alternative means of financing, including raising capital through additional
offerings of securities.
In September, 1998, the Company entered into a $7 million warehouse line of
credit with Bouclier Vert Limite, L.L.C. d/b/a Green Shield Limited, L.L.C.,
expiring September 1, 1999, and renewable annually, which was subsequently
increased by amendment to $10 million. On June 14, 1999, Green Shield notified
the Company that the Company was past due on and in default of the Green Shield
line of credit, which required the repayment by the Company of monies advanced
to the Company by Green Shield upon earlier of the sale of underlying loans by
the Company or 45 days from the date on which the Company funds a mortgage loan
with monies advanced by Green Shield. On August 13, 1999, Green Shield filed a
compliant against the Company in New York State Supreme Court, County of
Suffolk, alleging, that the Company has breached its agreement. Green Shield is
seeking repayment of monies advanced to the Company, together with interest
thereon, as well as punitive damages, and possession of certain documents which
induce mortgage loans funded by monies advanced by Green Shield.
The Company has filed an answer and counterclaim in which it denies each of
the foregoing allegations and alleges Green Shield made fraudulent
misrepresentations to the Company in order to induce the Company to enter into
the line of credit, and further alleges Green Shield is in breach of contract on
the line of credit.
The Company is vigorously defending itself against the action by Green
Shield, and believes the Company is likely to prevail on the merits, although
there can be no assurance of such outcome. However, a verdict or other
resolution against the Company with respect to the Green Shield suit could have
a material adverse effect on the business and financial condition of the
Company.
In February, 1999, The Company entered into a $10 million warehouse line of
credit with a lender. This warehouse line of credit may be canceled by the
lender upon 30 days notice. The warehouse line of credit is personally
guaranteed by the Company's principal shareholders and contains certain
covenants requiring, among other things, minimum adjusted net worth, and is
collaterized by specific mortgage loans held for sale and amounts due from
investors. Interest is variable, based on the prime rate and type of collateral.
This revolving credit facility, permits the Company to borrow to originate
mortgage loans, repay and borrow again to originate additional mortgage loans.
Interest is charged on the outstanding principal balance. The Company expects to
be able to renew or replace the existing warehouse line when the current term
expires.
The Company is required to comply with various operating and financial
covenants as provided in the agreement described above which are customary for
agreement of its type. The Company does not believe that its existing financial
covenants will restrict its operations or growth. The continued availability of
funds provided to the Company under this agreement is subject to the Company's
continued compliance with these covenants. Management believes it is in
compliance with all such covenants under these agreements as of September 30,
1999.
On June 14, 1999, the Company sold convertible debentures in the aggregate
principal amount of $2,250,000 convertible on or prior to June 14, 2003 and
convertible into common stock at the lesser of $0.60 per share or 70% of the
closing market value on the conversion date, as defined. Unless the Company is
in default, at maturity the outstanding debentures convert to the Company's
common stock. Interest at 10% per annum is payable in cash or in shares of
common stock of the Company, at the holders' option. In connection with the
debentures the Company issued warrants to purchase 2,437,500 shares at an
exercise price of $0.60 and 225,000 shares at an exercise price of $0.85.
Year 2000 Compliance
The Company recognizes the need to ensure that its operations and systems
(including information technology ("IT") and non-information technology
("non-IT") systems will not be adversely affected by Year 2000 ("Y2000")
hardware and software issues. The Y2000 problem is the result of the computer
programs being written using two digits (rather than four) to define the
applicable years. Any of the Company's programs that have time- sensitive
software may recognize the date using "00" as the year 1900 rather than the
2000, which could result in miscalculations or system failures. The Y2000
problem affects the Company's installed computer systems, software applications
and other business systems that have time sensitive programs.
The Company has conducted a review of its IT and non-IT systems to identify
those systems that could be affected by the Y2000 problem. Modifications to the
Company's system as a result of the findings have been completed. Testing of
these modifications will be completed by September 1999. If the Company's major
suppliers, or others, with whom the Company does business, experience problems
related to the Y2000 issues, the Company's business, financial condition or
results of operations could be materially adversely affected. Based on its
current estimates and information currently available, the Company does not
anticipate that the costs associated with Y2000 compliance issues will be
material to the Company's financial position or results of operation.
The Company believes that its Y2000 project will allow it to be Y2000
compliant in a timely manner. There can be no assurance, however, that the
Company's information system or those of a third party on the which the Company
relies will be Y2000 compliant by year 2000. An interruption of the Company's
ability to conduct its business due to a Y2000 readiness problem could have a
material adverse affect on the Company's business, operations or financial
condition. There can be no guarantee that the Company's Y2000 goals or expense
estimates will be achieved, and actual results could differ.
<PAGE>
Part II. Other Information
Item 1. Legal Proceedings.
On June 14, 1999, Green Shield notified the Company that the Company was
past due on and in default of the Green Shield line of credit, which requires
the repayment by the Company of monies advanced to the Company by Green Shield
upon the earlier of the sale of underlying loans by the Company or 45 days from
the date on which the Company funds a mortgage loan with monies advanced by
Green Shield. On August 13, 1999, Green Shield filed a complaint against the
Company in New York State Supreme Court, County of Suffolk, alleging, that the
Company has breached its agreement. Green Shield is seeking repayment of monies
advanced to the Company, together with interest thereon, as well as punitive
damages, and possession of certain documents which induce mortgage loans funded
by monies advanced by Green Shield.
The Company has filed an answer and counterclaim in which it denies each of
the foregoing allegations and alleges Green Shield made fraudulent
misrepresentations to the Company in order to induce the Company to enter into
the line of credit, and further alleges Green Shield is in breach of contract on
the line of credit.
The Company is vigorously defending itself against the action by Green
Shield, and believes the Company is likely to prevail on the merits, although
there can be no assurances of such outcome. However, a verdict or other
resolution against the Company with respect to the Green Shield suit could have
a material adverse effect on the business and financial condition of the
Company.
In addition, the Company is involved as a party to certain legal
proceedings incidental to its business, the outcomes of which, the Company
believes, will not have a material effect upon its business or financial
condition.
Item 2. Change in Securities. None
Item 3. Defaults Upon Senior Securities. None
Item 4. Submission to a Vote of Security Holders. None
Item 5. Other Information. None
Item 6. Exhibits and reports on Form 8-K.
a) Exhibits: 27.1 Financial Data Schedule
b) Reports on Form 8-K: None.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MPEL HOLDINGS CORP.
(Registrant)
Dated: November 15, 1999 By:/s/ STEVEN M. LATESSA
------------------------
STEVEN M. LATESSA
President and Chief Executive Officer
(Principal Executive Officer)
Dated: November 15, 1999 By:/s/ CARY WOLEN
-----------------
CARY WOLEN
Chief Operating Officer and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001048644
<NAME> MPEL HOLDINGS CORP.
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 443,480
<SECURITIES> 0
<RECEIVABLES> 11,781,883
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 12,225,363
<PP&E> 558,337
<DEPRECIATION> 0
<TOTAL-ASSETS> 12,783,700
<CURRENT-LIABILITIES> 8,515,078
<BONDS> 0
0
0
<COMMON> 118,941
<OTHER-SE> 4,149,681
<TOTAL-LIABILITY-AND-EQUITY> 12,783,700
<SALES> 6,808,875
<TOTAL-REVENUES> 6,808,875
<CGS> 0
<TOTAL-COSTS> 5,010,238
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,990,822
<INCOME-PRETAX> (192,185)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (192,185)
<EPS-BASIC> (0.02)
<EPS-DILUTED> (0.02)
</TABLE>
