U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended March 31, 2000
--------------
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from to
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Commission file number
AMERICANA PUBLISHING, INC.
(A DEVELOPMENT STAGE COMPANY)
---------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
COLORADO 84-1453702
------------------------------ ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
303 SAN MATEO NE, SUITE 104A, ALBUQUERQUE, NM 87108
---------------------------------------------------
(Address of principal executive offices)
505-265-5123
------------
(Issuer's telephone number)
- --------------------------------------------------------------------------------
(Former name, former address, and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the past 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 .
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes_____. No_____.
APPLICABLE ONLY TO CORPORATE ISSUERS
As of March 31, 2000, there were 5,063,000 shares of common stock outstanding.
Transitional Small Business Disclosure Format (Check one):
Yes_____. No_____.
<PAGE>
INDEX
PAGE
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets
March 31, 2000 (Unaudited) and
December 31, 1999 3
Condensed Statements of Operations
Three ended March 31,2000
and March 31, 1999 4
Condensed Statements of Cash Flows
Three months ended March 31, 2000 and
March 31, 1999(Unaudited) 5
Notes to Condensed Financial Statements 6 - 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 7 - 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 3. Defaults Upon Senior Securities 11
Item 4. Submission of Matters to a Vote of
Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
(a) Exhibits - Press Releases and other
Exhibits
(b) Reports on Form 8-K
SIGNATURES
2
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial statements
Americana Publishing, Inc.
(A Development Stage Company)
Balance Sheet
For Periods Ending
December 31, March 31,
1999 2000
Assets (Audited) (Unaudited)
Current Assets
Cash $ 308,376 $ 144,482
Marketable Securities 199,370 298,225
Accounts Receivable 892 52,771
Prepaid 197,231 268,098
----------- -----------
Total Current Assets $ 705,869 $ 763,576
Property & Equipment
Audio Equipment 2,558 2,558
Production Cost 120,000
Database & Circulation 23,881 26,521
Computer Equipment 48,360 65,095
Software 4,014 11,612
Furniture & Fixtures 20,207 28,598
Music 6,000
Website Development 36,713 39,214
Less: A/D (26,162) (33,068)
----------- -----------
Total Property & Equipment 109,571 266,530
Total Assets $ 815,440 $ 1,030,106
=========== ===========
Liabilities & Stockholders Equity
Current Liabilities
Accounts Payables 28,312
Deferred Federal Income Tax
Accrued Liabilities 3,894 --
----------- -----------
Total Current Liabilities 3,894 28,312
Stockholders Equity
Preferred Stock 20,000 Shares
No Par Value, Authorized, None Issued
Common stock 100,000,000 Shares Authorized
$.001 Par Value 4,283,000, 5,063,000
Issued and outstanding as of December 31, 4,283 4,908
Paid-In Capital 3,043,648 4,017,776
Deficient Accumulated During the
Development Stage (2,236,385) (3,020,891)
----------- -----------
811,546 1,001,793
Total Liabilities & Stockholders Equity 815,440 1,030,106
=========== ===========
See Accompanying Notes to Financial Statements.
3
<PAGE>
<TABLE>
<CAPTION>
Americana Publishing, Inc.
(A Development Stage Company)
Statement of Income (Loss)
For the Periods
Inception Three Months Three Months
April 17, 1997 to Ended Ended
March 31, 2000 March 31, 1999 March 31, 2000
-------------- -------------- --------------
<S> <C> <C> <C>
Revenues
Audio Book Sales 14,165 $ 0 $ 14,165
Shipping Revenue 698 698
Advertising Revenue 1,235 1,235
Publishing Fees 23,261 8,000
Subscription Revenue 40 40
Other Revenue 33 33 --
----------- ----------- -----------
Total Revenue 39,432 8,073 16,098
Cost of Goods 2,583 -- 2,583
----------- ----------- -----------
Gross Profit 36,849 8,073 13,515
Administrative Expenses
Compensation Expense 1,680,110 112,500 593,909
Outside Consulting Services 916,522 180,000 56,695
Depreciation 33,066 2,633 6,904
Other Operating Expenses 438,983 25,199 148,673
----------- ----------- -----------
Total Expenses 3,068,681 320,332 806,181
Net Operating Income (3,031,832) (312,259) (792,666)
Other Income/Expense
Income Tax Expense-Deferred (921)
Interest Income 10,941 -- 8,160
----------- ----------- -----------
Total Other Income/Expense 10,941 (921) 8,160
Net Income (Loss) $(3,020,891) $ (313,180) $ (784,506)
=========== =========== ===========
Weighted Average Number of Common
Shares Outstanding 2,077,566 2,782,985 4,428,527
Income (Loss)per share Basic & Diluted (1.45) (.11) (.18)
Dividends per Common Share -- -- --
See Accompanying Notes to Financial Statements.
4
<PAGE>
Americana Publishing, Inc.
(A Development Stage Company)
Statement of Cash Flows
Inception Three Months Three Months
April 17, 1997 to Ended Ended
March 31, March 31, 1999 March 31, 2000
--------- -------------- --------------
Cash Flows From Operating Activities:
Net Loss $(3,020,891) $ (313,180) $ (784,506)
Adjustments to Reconcile Net Income
(Loss)
To Net Cash Provided by Operating
Depreciation 33,066 2,633 6,905
Capital Transactions 2,571,889 284,196 560,995
Increase in Receivables (52,770) 51,878
Increase in Prepaid (73,097) (70,866)
Increase in Accounts Payable 28,312 28,312
Increase in Income Taxes Payable -- 920 (3,894)
----------- ----------- -----------
Total Adjustments 2,507,400 287,749 573,330
Net Cash Used by Operating Activities (513,491) (25,431) (211,176)
Cash Flows From Financing Activities:
Proceeds From Sale of Common Stock 1,255,796 237,500 310,000
----------- ----------- -----------
Net Cash Provided by Financing
Activities 1,255,796 237,500 310,000
Cash Flows From Investing Activities:
Purchase of Property and Equipment (299,598) (11,305) (163,863)
Purchase of Marketable Securities (298,225) -- (98,855)
----------- ----------- -----------
Net Cash Used in Investing Activities (597,823) (11,305) (262,718)
----------- ----------- -----------
Net Increase (Decrease) in Cash 144,482 200,764 ((163,894)
Cash and Cash Equivalents at Beginning of Period -- 667 308,376
----------- ----------- -----------
Cash and Cash Equivalents at End of Period $ 144,482 $ 201,431 $ 144,482
=========== =========== ===========
Supplemental Disclosures:
Interest Paid $ 0 $ 0 $ 0
Taxes Paid $ 0 $ 0 $ 0
Non-Cash Transaction
Contribution of Property and
equipment in Exchange for common stock $ 36,894 $ 0 $ 0
Forgiveness of accounts payable
in exchange for common $ 22,163 $ 22,163 $ 0
Contribution of advertising prepaids $ 195,000 $ 0 $ 0
See Accompanying Notes to Financial Statements
</TABLE>
5
<PAGE>
AMERICANA PUBLISHING, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1.
The unaudited internal condensed financial statements and related notes have
been prepared by Americana Publishing, Inc. (the "Company"), and not subject to
an audit pursuant to the rules and regulations of the Securities and Exchange
Commission. In the opinion of management, all adjustments (which include only
normal recurring adjustments) necessary to present fairly the financial
position, results of operations and cash flows at March 31, 2000, and for all
periods presented, have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted. It is suggested that these condensed financial statements be
read in conjunction with the Company's audited financial statements and notes
thereto for the fiscal year ended December 31, 1999. The results of operations
for the three months ended March 31, 2000 are not necessarily indicative of the
operating results for the full year.
NOTE 2. LIQUIDITY
The Company has historically financed its operations through the sake of common
stock. Since inception the Company has raised approximately $1.3 million for
these sales. The proceeds have been used for start up activities including
website development and the registration of its common stock. The Company at
December 31, 1999 had a working capital surplus of $0.7 million and does not
anticipate the need for any additional financing. However, should the Company
require additional capital the Company has identified the potential need for an
asset-based credit facility. Although the Company has not yet secured a
financing commitment from a commercial financing institution or a letter of
intent with an investment banker/underwriter, the Company remains confident that
the financing resources should be available to meet the Company's future
financing needs. There can be no assurance that favorable financing terms may be
available to Americana at the time financing is desired. Further, poor financial
performance may adversely effect Americana's ability to attract a commercial
lending source or investment banker to underwrite any future financings or stock
offering.
Should the Company require the rapid infusion of capital it would consider the
sale of a land asset it owns. This property was given to the Company by Mr.
Lovato in exchange for common stock for the purpose to either sell or to
leverage and secure future borrowings for the Company. The value of the land is
estimated at $25,000. Although the Company does not anticipate the need for such
a transaction, the land remains available as a potentially liquiditable asset.
The Company does not anticipate the need for any additional financing until
after December 31, 1999, the end of its fiscal year.
6
<PAGE>
The Company will require future financing in various forms. The Company proposes
to finance working capital timing differences with an asset-based line of
credit. Capital improvements should be financed by intermediate-term debt. The
Company is not in possession of any commercial bank commitment letters or a
letter of intent from a capable underwriter at this time.
Note 3. Stock Transactions
During March 2000 the Company sold 310,000 of common shares for $310,000 under
regulation 4(2). Regulation 4(2) provides for the sale of restricted shares of
common stock without the preparation of a prospectus. The share offered in March
cannot be sold for a period of one year.
Note 4. Related Party Transaction
During the first quarter of 2000 the Company paid $60,000 in prepaid rent to a
related party.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
GENERAL
All phases of the Company's operations are subject to influences outside of the
Company's control. Any one, or a combination, of these factors could materially
affect the results of the Company's operations. These factors include
competition pressures, inflation, trade restrictions, interest rate fluctuations
and other capital market conditions, weather, future and options trading or
paper commodities, and the availability of natural resources and services from
other sources. Forward-looking statements are made by or on behalf of the
Company's knowledge of its business and the environment in which it operates,
but because of the factors listed above, as well as other environmental factors
over which the Company has no control, actual results may differ from those in
the forward-looking statements. Consequently, all of the forward-looking
statements made are qualified in their entirety by these cautionary statements
and there can be no assurance that the actual results or developments
anticipated by the Company will be realized, or even if substantially realized,
that they will have the expected effect on the business and/or operations of the
Company.
The Company currently has limited internal and external sources of liquidity.
At this time, the Company has no material commitment for capital expenditures.
There are no known trends, events or uncertainties that are expected to have a
material impact on the net sales and income from continuing operations.
Americana Publishing is not subject to seasonal aspects, but by selling books it
is expected that the Christmas season will be the busiest part of its fiscal
year.
7
<PAGE>
The fiscal year ended December 31, 2000, was marked by a number of events, which
in the opinion of management will strengthen the Company and ensure a continuous
growth pattern.
During March 2000, the Board of Directors authorized 10,000,000 shares of common
stock to be used to established a stock option plan providing for the granting
of stock options to key employees and consultants. The terms in which the
options will be granted have not yet been established.
During March 2000, the Board of Directors granted 625,000 shares to employees,
directors and key consultants. These grants were recorded at the fair market
value. Grants for employees and directors are amortized over three years with
all other grants be recorded at the time of grant.
Site Development
The active operating pages for the americanasongs.com website are complete. The
site is now accepting uploads of music from independent record producers, labels
and artists. Americana is now in the process of installing a commercial database
operating system. This process is expected to be completed by August 2000 and
the site should be operational for consumer use by this same date. Americana has
purchased a library of rare music on a non-exclusive basis, of some 3,000 songs
ranging from music of the 30's and 40's all the way to music of the 70's.
Americana and John Wagner Studios are working on the conversion of this music to
a digital format so that it may be easily sold and downloaded from the
americanasongs.com website.
Ann Edenfield has been hired as director of development and marketing for the
americanatextbooks.com website. An employment and stock option agreement was
executed on March 15, 2000which included performance based stock options
totaling 95,000 shares over three years.
The americanatextbooks.com website design and operating pages have been
completed. Americana is now in the process of installing a commercial database
program. The site is expected to be fully operational by the fall of 2000.
The databases for both the americanasongs.com and americanatextbooks.com
websites are to be modified and accessed along with the americanabooks.com
database from a unified database server and platform.
This programming project is expected to be completed by August 2000. this
project includes the installation of book distributor database such as Baker &
Taylor which Americana has executed database purchase and distribution
agreements.
Audio Book Development
- ----------------------
Americana has purchased the audio production rights to over fifty (50) books. In
cooperation with John Wagner Studios. Americana is currently producing recording
and duplicating these books in preparation for sale to some 17,000 retail stores
and 3,000 libraries around the United States. It is expected by year-end that
Americana will have produced all fifty titles.
8
<PAGE>
Liquidity and Capital Resources
- -------------------------------
The Company has historically financed its operations through capital infusion by
Mr. George Lovato, Jr., the Chairman of the Board and Chief Executive Officer.
Mr. Lovato has also paid certain expenses on behalf of the Company from other
business, such as B. H. Capital Limited, of which he is sole owner. Mr. Lovato
has provided office space, complete use of his equipment, facilities, and
personnel free of charge up to March 1st, 1999. The Company as of that date
began to pay B. H. Capital Limited the Corporate Finance Consulting Agreement
dated January 1st, 1998. The Company will be obligated to pay B. H. Capital
Limited a monthly retainer/lease payment of $3,000 per month for continued use
of Mr. Lovato's equipment and facility, along with some personnel.
The Company completed the sale of $700,000 of securities under 4(2)as of
November 4th, 1999 and 310,000 as of March 2000. The use of these proceeds for
the 700,000 will be for working capital, including the completion of the
website(s), for an acquisition and advertising. The use of proceeds for the
310,000 was for lease hold improvements, furniture, fixtures, equipment and
pre-paid rent on Americana's new facility.
The Company does not anticipate the need for any additional financing in the
near term. However, should the Company require additional capital the Company
has identified the potential need for an asset-based credit facility. Although
the Company has not yet secured a financing commitment from a commercial
financing institution or a letter of intent with an investment
banker/underwriter, the Company remains confident that the financing resources
should be available to meet the Company's future financing needs. There can be
no assurance that favorable financing terms may be available to Americana at the
time financing is desired. Further, poor financial performance may adversely
effect Americana's ability to attract a commercial lending source or investment
banker to underwrite any future financings or stock offering.
Should the Company require the rapid infusion of capital it would consider the
sale of a land asset it owns. This property was given to the Company by Mr.
Lovato in exchange for common stock for the purpose to either sell or to
leverage and secure future borrowings for the Company. The value of the land is
estimated at $25,000. Although the Company does not anticipate the need for such
a transaction, the land remains available as a potentially liquiditable asset.
The Company does not anticipate the need for any additional financing until
after December 31, 1999, the end of its fiscal year. At which time the Company
may consider the sale of additional common stock in either a private placement
or a secondary public offering.
The Company may require future financing in various forms. The Company proposes
to finance working capital timing differences with an asset-based line of credit
or through the use of factoring any accounts receivables. Capital improvements
should be financed by intermediate-term debt. The Company is not in possession
of any commercial bank commitment letters or a letter of intent from a capable
underwriter at this time.
9
<PAGE>
The Company proposes to utilize the common stock to acquire other sponsored book
publishing companies and other business enterprises as previously described.
Therefore, active trading of the stock will be important to the principals of
the target companies. Americana is very dependent on the active trading of its
stock. Currently the Company's stock has not been actively trading. The Company
plans on using the stock to acquire publishing companies and other enterprises
that benefit growth. If the stock continues not to be actively traded, the
ability of Americana to acquire these companies would be seriously jeopardized.
Without financing, it would be difficult to cover working capital requirements
and future capital expenditures. No assurance can be given that the stock will
be actively traded or that Americana will be able to find financing.
The Company's assets equal $815,440 and 1,030,106 with equity of $811,546 and
$1,001,793 as of December 31, 1999 and March 31, 2000. The only liabilities
consisted of $3,509 of deferred tax liabilities as of December 31, 1999 and
total liabilities of $28,312 as of March 31, 2000. The asset to equity ratio
remains at 1:1 for both periods.
Capital Expenditure
- -------------------
The Company made capital expenditures of 163,863 during the first quarter of
2000. A majority of this amount, $120,000, related to the issuance of common
stock issued to a third party studio in exchange for studio time to produce
audio books and music. The balance of $43,863 of capital expenditure was for the
development of the website, furniture, music, and computer equipment.
Acquisition
- -----------
As part of the "Integrated Publishing Plan" the Company anticipates it will
acquire small sponsored book publishing companies and list their book titles on
its website as well as list book titles they do not own, that complement and
enhance the consumer appeal of the catalogue overall. These enterprises will
account for the majority of revenue of the Company in the future. The Company
has identified hundreds of potential targets. These acquisitions will be
transacted with the use of the Company's common stock. The Company entered into
a letter of intent on October 29, 1999 to acquire the assets of an audio book
production company. This transaction differs from the above proposed
transactions in that the company is purchasing the assets only for cash and does
not anticipate in using its common stock in an exchange. Americana executed a
direct mail campaign to over 4,000 book publishers nationwide to encourage
responses concerning interest in selling their companies to Americana. As of
April 15, 2000 Americana has received 12 communications from various quality
publishing enterprises that have expressed interest in a potential sale
transaction. Americana has been actively evaluating these businesses and has
issued two letters of interest. These letters of interest indicate to the
interested party that Americana is interested in pursuing negotiations and
issuing a letter of intent as a formal purchase and sale agreement. These
letters of interest will expire on May 31, 2000.
The Company intends to acquire a state of the art digital recording studio, heat
set web press company, and book binding company. These enterprises will
vertically integrate production and control of quality audio books as well as
10
<PAGE>
re-print books for its family of over 100 publishers now supplying books through
americanabooks.com. The Company currently has upgraded its existing recording
studio to accommodate digital equipment. This currently serves as the facility
to record audio books.
Americana executed a letter of intent to purchase Universal Printing and
Publishing, Inc. on February 10, 2000. After considerable due diligence and
evaluation of Universals operations , management of Americana and Universal
mutually agreed to terminate the letter of intent on April 13, 2000.
Americana was unable to complete the acquisition of Sunset Productions, Inc. due
in management's opinion to a breech of the Letter of Intent by a significant
Sunset Productions, Inc. shareholder. Americana is contemplating a lawsuit
against Mr. Mueller for the recovery of costs associated with this transaction.
Results of Operations
- ---------------------
Quarter ended March 31, 2000 compared to quarter ended March 31, 1999.
Revenues - Revenues increase 99% to $16,098 for the first quarter of 2000 as
compared to $8,073 for the same period in 1999. The increase was attributed to
audio book sales made under an agreement with Sunset Productions, Inc., which
began in the fourth quarter of 1999 and was cancelled in March 2000. The Company
began selling audio books directly.
Compensation expense - Compensation expense increased 428% to $593,909 during
the first quarter 2000 as compared to $112,500 for the same period of the
previous year. This expense includes $545,000 of non-cash compensation relating
to the issuance of common shares at their fair value as well as the forgiveness
of salary obligation by the Company's president.
Outside consulting services - Outside consulting services decreased 69% to
$56,695 for the first quarter of 2000 as compared to 180,000 for the same period
of 1999. The majority of outside consulting used in 1999 related to website
development, which was not necessary in 2000.
Other operating expenses - Other operating expenses increased 489% to $148,673
in the first quarter 2000 as compared to $25,199 for the same period of 1999.
This increase was primarily as a result of increased printing costs associated
with the improved quality and quantity of the Company's annual report, and
increased marketing expenses of the Company's websites.
Part II. Other Information
Item 1. Legal Proceedings - None
Item 2. Changes in Security - None
Item 3. Defaults upon Senior Securities
11
<PAGE>
Item 4. Submission of Matters to a Vote of Security Holders
The annual shareholders meeting of Americana Publishing, inc. was held on
Friday, March 24, 2000 at the Regal McCormick Ranch, 7401 North Scottsdale Rd.,
Scottsdale, AZ 85253.
1. The election of George Lovato, Jr., Don White, David Poling, Jay Simon and
Marjorie Lovato to the Board of Directors
For all Directors 4,133,877 Against 0 Absent 304,123
2. Blomstrom and Co. of Houston, TX was selected and approved as auditors
For 4,133,877 Against 0 Absent 304,123
3. The issuance of stock options to employees and management and the
ratification of common stock options to advisors, independent contractors
and employees was approved.
For 4,127,877 Against 6,000 Absent 304,123
4. Gordon H. Rowe was approved as General Counsel for the Corporation
For 4,083,877 Withhold 50,000 Absent 304,123
5. Raul N. Rodriguez was approved as Securities Counsel for the Corporation
For 4,083,877 Withheld 50,000 Absent 304,123
6. The authorization for the Board of Directors to issue common stock to
contractors and professionals in exchange for services was approved
For 4,132,877 Against 1,000 Absent 304,123
7. The authorization for the Board of Directors to issue common stock to
acquire business enterprises as approved
For 4,133,877 Against 0 Absent 304,123
8. The authorization for the Board of Directors to issue common stock and or
preferred stock to management for exemplary performance or in recognition
of additional services or contributing additional assets to the Company
beyond any contracted obligation was approved
For 4,128,877 Against 0 Absent 304,123
9. The authorization for the Board of Directors to assume debt in the
acquisition of other companies was approved
For 4,133,877 Against 0 Absent 304,123
A motion was made from the floor, by Lowell Fixler, to set up a pool of
10,000,000 shares of common stock to use to award stock options to key
personnel, advisors, officers and directors. It was seconded by Jerry Ruther and
passed by a shareholder vote.
For 4,133,877 Against 0 Absent 304,123
Item 5. Other Information - None
Item 6. Exhibits -
27.1 Financial Data Schedule
12
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 144,482
<SECURITIES> 298,225
<RECEIVABLES> 52,771
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 763,576
<PP&E> 299,598
<DEPRECIATION> 33,068
<TOTAL-ASSETS> 1,030,106
<CURRENT-LIABILITIES> 28,312
<BONDS> 0
0
0
<COMMON> 4,908
<OTHER-SE> 996,886
<TOTAL-LIABILITY-AND-EQUITY> 1,030,106
<SALES> 16,098
<TOTAL-REVENUES> 24,258
<CGS> 2,583
<TOTAL-COSTS> 2,583
<OTHER-EXPENSES> 806,181
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 784,506
<INCOME-TAX> 0
<INCOME-CONTINUING> 784,506
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 784,506
<EPS-BASIC> (.18)
<EPS-DILUTED> (.18)
</TABLE>
