UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-KSB
X Annual report under Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1998(Financial Statements only)
___ Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from _______ to _________
Commission File Number 333-67435
CITIZENS FIRST CORPORATION
(Exact name of Small Business Issuer as specified in its charter)
Kentucky 61-0912615
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1805 Campbell Lane, Bowling Green, Kentucky 42101
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (502)393-0700
Check whether the issuer (1) 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 __ No X
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or
any amendment to this Form 10-KSB. X
State issuer's revenues for its most recent fiscal year: $18,509
The aggregate market value of the voting stock held by non-affiliates of the
registrant on June 1, 1999: $8,820,307.
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
Class Outstanding at June 3, 1999
Common Stock, no par value 643,053
DOCUMENTS INCORPORATED BY REFERENCE: None
Transitional Small Disclosure Format: Yes ___ No X
<PAGE>
PART II
Item 7. Financial Statements
Page
Independent Auditors' Report 4
Financial Statements:
Balance Sheets as of December 31, 1998 and 1997 5
Statements of Operations for the years ended December 31, 1998
and 1997 6
Statements of Comprehensive Income for the years ended December 31, 1998
and 1997 7
Statements of Changes in Stockholders' Equity for the years ended
December 31, 1998 and 1997 8
Statements of Cash Flows for the years ended December 31, 1998
and 1997 9
Notes to Financial Statements 10-14
<PAGE>
Independent Auditors' Report
The Board of Directors
Citizens First Corporation:
We have audited the accompanying balance sheets of Citizens First
Corporation (the Company) as of December 31, 1998 and 1997, and the related
statements of operations, comprehensive income, changes in stockholders'
equity, and cash flows for the years then ended. These financial statements
are the responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Citizens First
Corporation as of December 31, 1998 and 1997, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
/s/KPMG LLP
Louisville, Kentucky
April 8, 1999
<PAGE>
CITIZENS FIRST CORPORATION
Balance Sheets
December 31, 1998 and 1997 1998 1997
---------- ----------
Assets
Current Assets:
Cash and cash equivalents ............. $ 16,817 $ 108,484
Securities available for sale
(amortized cost of $230,585
and $192,308, respectively) .......... 1,490,332 1,098,977
---------- ----------
Total current assets ................. 1,507,149 1,207,461
Construction in process .............. 1,088,235 --
Other assets ......................... 94,022 --
---------- ----------
$2,689,406 $1,207,461
========== ==========
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable ...................... $ 490,819 $ --
Accrued expenses ...................... 50,231 11,608
Deferred tax liability ................ 428,314 308,267
Short-term borrowings ................. 995,000 --
---------- ----------
Total current liabilities ............. 1,964,364 319,875
---------- ----------
Stockholders'equity:
Preferred stock. Authorized 500 shares;
no shares issued and outstanding
Common stock, no par value ............ -- --
Authorized 1,000,000 shares;
issued and outstanding 106,386 shares . 20,542 20,542
Retained earnings(deficit) ............ (126,933) 268,642
Accumulated other comprehensive income 831,433 598,402
---------- ----------
Total stockholders'equity ............. 725,042 887,586
---------- ----------
Total current liabilities and
stockholders'equity ................... $2,689,406 $1,207,461
========== ==========
See accompanying notes to financial statements.
<PAGE>
Citizens First Corporation
Statements of Operations
December 31, 1998 and 1997
1998 1997
Revenues:
Dividend and interest income ................ $ 18,509 $13,861
Gain on sale of securities, net ............. -- 53,566
--------- -------
Total revenues .............................. 18,509 67,427
Expenses:
Salaries and employee benefits .............. 117,216 --
Professional fees ........................... 252,355 --
Interest on short-term borrowings ........... 13,545
Other ....................................... 30,968 1,358
--------- -------
Total expenses .............................. 414,084 1,358
--------- -------
Income(loss) before income taxes ............ (395,575) 66,069
Income tax expense .......................... -- 11,608
--------- -------
Net income .................................. $(395,575) $54,461
========= =======
Net income (loss) per share-basic and diluted $ (3.72) $ 0.51
========== ========
See accompanying notes to consolidated financial statements.
<PAGE>
CITIZENS FIRST CORPORATION
Statements of Comprehensive Income
December 31, 1998 and 1997
1998 1997
Net income(loss) ............................ $(395,575) $ 54,461
Other comprehensive income:
Unrealized holding gain on available for sale
securities arising during the period, net
of tax of $120,046 and $111,310, respectively 233,031 248,204
Reclassification adjustments for prior period
unrealized gain recognized during
1997, net of tax of $16,553 ................. -- (32,131)
Other comprehensive income .................. 233,031 216,073
--------- ---------
Comprehensive income(loss) .................. $(162,544) $ 270,534
========== =========
See accompanying notes to consolidated financial statements.
<PAGE>
CITIZENS FIRST CORPORATION
<TABLE>
Statements of Changes in
Stockholders' Equity
December 31, 1998 and 1997
<CAPTION>
Accumulated
Retained Other Total
Common Stock Earnings Comprehensive Stockholders'
Shares Amount (Deficit) Income Equity
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1996 ....... 106,386 $ 20,542 214,181 382,329 617,052
Net income ....................... -- -- 54,461 -- 54,461
Other comprehensive income ....... -- -- -- 216,073 216,073
------- ------ ------- ------- -------
Balance, December 31, 1997 ....... 106,386 20,542 268,642 598,402 887,586
Net loss ......................... -- -- (395,575) -- (395,575)
Other comprehensive income ....... -- -- -- 233,031 233,031
------- ------ ------- ------- -------
Balance, December 31, 1998 ....... 106,386 $ 20,542 (126,933) 831,433 725,042
======= ========== ========= ======= =======
See accompanying notes to financial statements.
</TABLE>
<PAGE>
CITIZENS FIRST CORPORATION
Statements of Cash Flows
Years Ended December 31, 1998 and 1997
1998 1997
Cash flows from operating activities:
Net income (loss) ............................... $ (395,575) $ 54,461
Adjustments to reconcile net income to cash
provided by operating activities:
Increase in other assets ........................ (94,022) --
Increase in accounts payable .................... 490,819 --
Increase in accrued expenses .................... 38,623 805
Gain on sales of securities ..................... -- (53,566)
Net cash provided by operating activities ....... 39,845 1,700
----------- ---------
Cash flows from investing activities:
Purchases of fixed assets ....................... (1,088,235) --
Proceeds from sales of securities
available for sale .............................. -- 113,049
Purchase of securities available for sale ....... (38,277) (16,383)
----------- ---------
Net cash provided by (used in)
investing activities ............................ (1,126,512) 96,666
----------- ---------
Cash flows from financing activities:
Proceeds from short-term borrowings ............. 995,000 --
----------- ---------
Net cash provided by financing activities ....... 995,000 --
----------- ---------
Net increase (decrease) in
cash and cash equivalents ....................... (91,667) 98,366
Cash and due from banks, beginning of year ...... 108,484 10,118
----------- ---------
Cash and due from banks, end of year ............ $ 16,817 $ 108,484
=========== =========
Supplemental disclosure of cash flow information:
Cash paid for income taxes ...................... $ 2,200 $ 10,803
=========== =========
See accompanying notes to consolidated financial statements.
<PAGE>
CITIZENS FIRST CORPORATION
Notes to Financial Statements
December 31, 1998
(1) Organization and Basis of Presentation
Citizens First Corporation ("the Company") was incorporated on December
24, 1975 for the purpose of conducting business as an investment club.
The Company is registered under the laws of the Commonwealth of Kentucky
and is headquartered in Bowling Green, Kentucky. In September 1998, the
Company filed an application with the Kentucky Department of Financial
Institutions ("KDFI") and the Federal Deposit Insurance Corporation
("FDIC") to organize and charter Citizens First Bank, Inc. (the "Bank")
as a new Kentucky bank and a wholly-owned subsidiary of the Company. In
December 1998, the Company filed an application with the Board of
Governors of the Federal Reserve System ("FRB") for approval to become a
bank holding company under the Holding Company Act of 1956, as amended.
On December 28, 1998, the Federal Reserve Board approved the Company's
application to become a bank holding company. On January 21, 1999, the
FDIC approved the Bank's application for federal deposit insurance
subject to certain conditions, including minimum capital requirements,
which have been subsequently met by the Bank. The Bank commenced
operations on February 18, 1999.
(2) Summary of Significant Accounting Policies
(a) Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts in
the financial statements and accompanying notes.
Actual results could differ from those estimates.
Certain amounts in the accompanying financial statements presented
for prior year have been reclassified to conform with the 1998
presentation. These reclassifications do not affect net income as
previously reported.
(b) Cash and Cash Equivalents
For purposes of reporting cash flows, cash and cash equivalents
include cash on hand and balances due from banks.
(c) Securities
The Company has classified all securities as available for sale.
Securities available for sale include securities which may be sold
in response to changes in interest rates, resultant prepayment
risk and other factors related to interest rate and prepayment
risk changes. Securities available for sale are carried at fair
value with unrealized gains or losses, net of tax effect, included
in stockholders' equity. Amortization of premiums and accretion of
discounts are recorded using the interest method. Gains or losses
on sales of securities are computed on a specific identification
cost basis.
(d) Other Assets
Other assets consist principally of issuance costs incurred in
relation to raising capital from the initial public
offering described in note 8. These costs were netted against the
proceeds received in 1999 from the issuance of capital stock.
<PAGE>
CITIZENS FIRST CORPORATION
Notes to Financial Statements
(e) Income Taxes
The Company utilizes the asset and liability approach to
accounting for income taxes. The objective of the asset and
liability method is to establish deferred tax assets and
liabilities for temporary differences between the financial
reporting and the tax bases of the Company's assets and
liabilities at enacted tax rates expected to be in effect when
such amounts are realized or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.
(f) Earnings Per Share
Basic earnings per share (EPS) is determined by dividing income by
the weighted average number of shares of common stock outstanding
during the period adjusted for the stock splits described in note
8. Diluted EPS takes into account the dilutive effect of potential
common stock. Diluted and basic EPS are the same as the Company
does not have any instruments that are considered potential common
stock. The weighted average number of shares used in the
calculation of EPS was 106,386 shares for 1998 and 1997.
(g) Financial Instruments
Fair value for cash and cash equivalents and short term borrowings
approximate their carrying value because of the short maturity of
those instruments. For securities, fair value equals quoted market
prices.
(h) Comprehensive Income
The Company applies Statement of Financial Accounting Standards
("SFAS") No. 130, "Reporting Comprehensive Income". SFAS No. 130
establishes standards for the reporting and display of
comprehensive income and its components. Comprehensive income is
defined as the change in equity (net assets) of a business
enterprise during a period from transactions and other events and
circumstances from nonowner sources. For the Company, this
includes net income and net unrealized gains and losses on
available for sale investment securities. This Statement requires
only additional disclosures in the financial statements; it does
not affect the Company's financial position or results of
operations.
(3) Securities
The amortized cost, gross unrealized gains and losses, and fair value
of securities available for sale at December 31, 1998
and 1997 are as follows:
Amortized Unrealized Fair
cost Gains Losses Value
----------- --------- ------- ---------
December 31, 1998
Equity securities $230,585 1,259,747 -- 1,490,332
======== ========= == =========
December 31, 1997
Equity securities $192,308 906,669 -- 1,098,977
======== ========= == =========
<PAGE>
CITIZENS FIRST CORPORATION
Notes to Financial Statements
There were no sales of securities during 1998. Gross gains of $53,566
were realized on sales of securities in 1997. There were no gross losses
realized on sales of securities in 1997.
(4) Short-Term Borrowings
Short-term borrowings consist of the following at December 31, 1998 and
1997:
1998 1997
------- -----
$1,120,000 note payable to bank; due October 8, 1999;
interest at one-half percent below the prime rate;
interest due quarterly ............................. $790,000 --
$250,000 operating line of credit; due October 8, 1999;
interest at the prime rate ......................... 205,000 --
-------- --
$995,000 --
======== ==
The short-term borrowings are secured by the construction in process of
the Bank's principal office and the Company's investment securities.
These borrowings were repaid from the proceeds from the initial
public offering received in 1999. See note 8.
(5) Income Taxes
Total income taxes for the years ended December 31, 1998 and 1997 were
allocated as follows:
1998 1997
-------- --------
Income from operations ..................... $ -- 11,608
Stockholders' equity, for unrealized
holding gain on securities available
for sale 120,046 111,310
-------- -------
$120,046 122,918
======== =======
Income tax expense attributable to income
from operations consists of:
1998 1997
--------- ------
Current .......... $ -- 11,608
--------- ------
Total $ -- 11,608
========= ======
<PAGE>
CITIZENS FIRST CORPORATION
Notes to Financial Statements
Income tax expense attributable to income from operations was $ 0 and
$11,608 for the years ended December 31, 1998 and 1997, respectively,
and differed from the amounts computed by applying the U.S. federal
income tax rate of 34 percent to pretax income from operations as a
result of the following:
1998 1997
--------- --------
Computed "expected" tax expense (benefit) $(134,496) 22,463
Surtax exemption ........................ -- (10,946)
Increase in the valuation allowance ..... 137,251 --
Other, net .............................. (2,755) 91
--------- -------
$ -- 11,608
========= =======
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at
December 31, 1998 and 1997 are presented below:
1998 1997
---------- ---------
Deferred tax assets:
Start-up costs, principally due to
salaries and professional fees
capitalized for tax purposes .......... $ 137,251 --
Less: Valuation allowance (137,251) --
--------- --------
Net deferred tax assets -- --
--------- --------
Deferred tax liabilities:
Investment Securities ...... (428,314) (308,267)
--------- --------
Net deferred tax liability $(428,314) (308,267)
========= ========
The valuation allowance for deferred tax assets was $0 at January 1,
1998 and 1997 . The increase in the valuation allowance for the year
ended December 31, 1998 was $137,251. In assessing the realizability of
deferred tax assets, management considers whether it is more likely than
not that some portion or all of the deferred tax assets will not be
realized. The ultimate realization of deferred tax assets is dependent
upon the generation of future taxable income during the period in which
those temporary differences become deductible. Management considers the
scheduled reversal of deferred tax liabilities, projected future taxable
income, and tax planning strategies in making this assessment.
Based upon the level of historical taxable income and projections for
future taxable income, management does not believe it is more likely
than not that the Company will realize the benefits of these deductible
differences. Accordingly, the valuation allowance was increased to
$137,251 at December 31, 1998, to offset the potential benefit related
to these deductible differences. Management will continue to review the
results of future operations and the resulting future taxable income to
determine when, if ever, a tax benefit related to these deductible
differences may be recognized.
<PAGE>
CITIZENS FIRST CORPORATION
Notes to Financial Statements
(6) Related-party Transaction
The Company occupied office space from a stockholder at no
charge during 1998.
(7) Concentration of Market Risk
Substantially all of the Company's assets consist of equity
securities. The single largest common stock held at December 31,
1998 and 1997 was approximately 22% and 48% of total assets,
respectively.
(8) Subsequent Event
On February 11, 1999, the Company offered 536,667 shares of
its Common Stock in an initial public offering at a price of
$15.00 per share. The proceeds received were approximately
$7,337,000, net of underwriter's commission and issuance costs of
approximately $713,000. The stock was offered in order to fund the
start-up of the Bank. The proceeds were used to repay short-term
borrowings, to repay costs incurred in the formation of the Bank,
and to capitalize the Bank.
(9) Stock Splits
On August 5, 1998, the Company's Board of Directors approved to
increase the number of authorized shares to 1,000,000. At the same
time, the Board of Directors approved a 100-for-1 stock split to
adjust the outstanding shares to the approximate market value of
current assets in light of the increase in authorized shares.
Subsequently, on February 5, 1999, the Board of Directors approved
a 1.043-for-1 stock split to adjust the outstanding shares to the
approximate market value of current assets on the close of
business on February 5, 1999. All share and per share information
included in the accompanying financial statements have been
adjusted to reflect the stock splits.
<PAGE>
Pursuant to the requirements of Section 13 or 15(d) 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.
Citizens First Corporation
(Registrant)
By: /s/Mary D. Cohron
Mary D. Cohron
President and Chief Executive Officer
Date: June 3,1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on June 3,1999, by the following persons on behalf
of the registrant and in the capacities indicated.
/s/ Jerry E.Baker /s/ James H. Lucas
Jerry E. Baker, Director James H. Lucas, Director
/s/ Billy J. Bell
Billy J. Bell, Director /s/ Joe B.Natcher
Joe B. Natcher, Director
/s/Mary D. Cohron
Mary D. Cohron /s/ John T. Perkins
President, Chief Executive Officer John T. Perkins, Director
and Director
(Principal Executive Officer)
/s/ Floyd H. Ellis, Chairman
Floyd H. Ellis, Director
/s/ Gregg A. Hall
Gregg A. Hall
Vice President
and Chief Financial Officer
(Principal Financial and Accounting Officer)
<PAGE>
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15(D) OF THE EXCHANGE ACT BY NON-REPORTING ISSUERS
No annual report or proxy material has been sent to the security holders of
the registrant.
<PAGE>
Exhibits
3.1 Articles of Restatement and Amendment to Articles of Incorporation of
Bowling Green Investors, Ltd. (now Citizens First Corporation)
(incorporated by reference to Exhibit 3.1 of the corporation's
Registration Statement on Form SB-2 [No. 333-67435]).
3.2 Amended and Restated Bylaws of Citizens First Corporation (incorporated
by reference to Exhibit 3.2 of the corporation's Registration Statement
on Form SB-2 [No. 333-67435]).
3.3 Articles of Amendment to Articles of Restatement and Amendment to
Articles of Incorporation of Citizens First Corporation (incorporated by
reference to Exhibit 3.3 of the corporation's Registration Statement on
Form SB-2 [No. 333-67435]).
4 Articles of Restatement and Amendment to Articles of Incorporation of
Bowling Green Investors, Ltd.(now Citizens First Corporation)
(incorporated by reference to Exhibit 4 of the corporation's
Registration Statement on Form SB-2 [No. 333-67435]).
10.1 Employment Agreement between Citizens First Corporation and Mary D.
Cohron (incorporated by reference to Exhibit 10.1 of the corporation's
Registration Statement on Form SB-2 [No. 333-67435]).
10.2 First Amendment to Employment Agreement between Citizens First
Corporation and Mary D.Cohron (incorporated by reference to Exhibit 10.2
of the corporation's Registration Statement on Form SB-2 [No.
333-67435]).
10.3 Employment Agreement between Citizens First Corporation and John T.
Perkins (incorporated by reference to Exhibit 10.3 of the corporation's
Registration Statement on Form SB-2 [No. 333-67435]).
10.4 Employment Agreement between Citizens First Corporation and Gregg A.
Hall (incorporated by reference to Exhibit 10.4 of the corporation's
Registration Statement on Form SB-2 [No. 333-67435]).
10.5 Bank Contract for Electronic Data Processing Services and Customerfile
System between Fiserv Bowling Green and Citizens First Bank
(incorporated by reference to Exhibit 10.5 of the corporation's
Registration Statement on Form SB-2 [No. 333-67435]).
10.6 Promissory Note secured by Real Estate Mortgage and Security Agreement
and Stock Pledge (issued by Citizens First Corporation for benefit of
First Security Bank of Lexington)(incorporated by reference to Exhibit
10.6 of the corporation's Registration Statement on Form SB-2 [No.
333-67435]).
10.7 Deed of Conveyance from David A. and Karla N. Dozer to Citizens First
Corporation (incorporated by reference to Exhibit 10.7 of the
corporation's Registration Statement on Form SB-2 [No. 333-67435]).
10.8 Security Agreement and Stock Pledge between Citizens First Corporation
and First Security Bank of Lexington (incorporated by reference to
Exhibit 10.8 of the corporation's Registration Statement on Form SB-2
[No. 333-67435]).
10.9 Mortgage from Citizens First Corporation to First Security Bank of
Lexington (incorporated by reference to Exhibit 10.9 of the
corporation's Registration Statement on Form SB-2 [No. 333-67435]).
10.10 Commercial Line of Credit Agreement and Note between Citizens First
Corporation and First Security Bank of Lexington (incorporated by
reference to Exhibit 10.10 of the corporation's Registration Statement
on Form SB-2 [No. 333-67435]).
10.11 Assignment of Securities Account by Citizens First Corporation
(incorporated by reference to Exhibit 10.11 of the corporation's
Registration Statement on Form SB-2 [No. 333-67435]).
10.12 Employment Agreement between Citizens First Corporation and Barry D.
Bray (incorporated by reference to Exhibit 10.12 of the corporation's
Registration Statement on Form SB-2 [No. 333-67435]).
10.13 Consulting Agreement between Citizens First Corporation and The
Carpenter Group (incorporated by reference to Exhibit 10.13 of the
corporation's Registration Statement on Form SB-2 [No. 333-67435]).
10.14 Lease Agreement between Citizens First Corporation and Midtown Plaza,
Inc. (incorporated by reference to Exhibit 10.14 of the
corporation's Registration Statement on Form SB-2 [No. 333-67435]).
27 Financial Data Schedule for the year ended December 31, 1998
(for SEC use only)
<TABLE> <S> <C>
<ARTICLE> 9
<CIK> 1073475
<NAME> CITIZENS FIRST CORPORATION
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> Dec-31-1998
<PERIOD-START> Jan-01-1998
<PERIOD-END> Dec-31-1998
<CASH> 16,817
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 1,490,332
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 0
<ALLOWANCE> 0
<TOTAL-ASSETS> 2,689,406
<DEPOSITS> 0
<SHORT-TERM> 995,000
<LIABILITIES-OTHER> 969,364
<LONG-TERM> 0
0
0
<COMMON> 20,542
<OTHER-SE> 704,500
<TOTAL-LIABILITIES-AND-EQUITY> 2,689,406
<INTEREST-LOAN> 0
<INTEREST-INVEST> 18,509
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 18,509
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 13,545
<INTEREST-INCOME-NET> 4,964
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 400,539
<INCOME-PRETAX> (395,575)
<INCOME-PRE-EXTRAORDINARY> (395,575)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (395,575)
<EPS-BASIC> (3.72)
<EPS-DILUTED> (3.72)
<YIELD-ACTUAL> .33
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 0
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 0
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
