U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
XX QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- - --- ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- - --- ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO ______.
COMMISSION FILE NUMBER 0-26777
-------
APTA HOLDINGS, INC.
------------------
(Exact name of business issuer as specified in its charter)
Delaware 22-3662292
-------- ----------
(State or other jurisdiction (IRS Employer Identification
of incorporation) number)
215 West Main Street, Maple Shade, New Jersey 08052
---------------------------------------------- -------
(Address of principal executive offices) (Zip code)
(856) 667-0600
--------------
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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 XX No
---- ----
The Company had 1,518,000 shares of common stock, par value $.001 per share,
outstanding as of May 4, 2000.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [XX]
-1-
APTA HOLDINGS, INC. AND SUBSIDIARIES
INDEX
PAGE
PART 1. FINANCIAL INFORMATION ----
ITEM 1. FINANCIAL STATEMENTS
APTA HOLDINGS, INC. AND SUBSIDIARIES
-------------------------
CONSOLIDATED BALANCE SHEETS AS OF
MARCH 31, 2000 AND 1999................................3
CONSOLIDATED STATEMENT OF OPERATIONS FOR
THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999.........4
CONSOLIDATED STATEMENT OF CASH FLOWS FOR
THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999.........5
CONSOLIDATED STATEMENT OF CHANGES IN
STOCKHOLDERS' EQUITY FOR THE THREE MONTHS
ENDED MARCH 31, 2000 AND 1999..........................6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.............8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS...................15
PART II. OTHER INFORMATION............................................19
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K..............20
SIGNATURES.......................................................21
-2-
APTA HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
MARCH 31, 2000 AND 1999
(UNAUDITED) (Accounting
ASSETS Predecessor)
2000 1999
---- ----
Rental property, net $3,250,716 $3,299,233
Cash 143,673 55,349
Cash held in escrow 47,328 68,707
Accounts receivable 5,540 745
Notes receivable 231,424 122,518
Prepaid expenses 60,699 35,282
Deferred financing costs, net 64,731 73,371
---------- ----------
TOTAL ASSETS $3,804,111 $3,655.205
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Mortgage notes payable $3,346,354 $3,381,973
Notes payable 319,163 215,000
Accrued interest 41,635 41,876
Accounts payable 14,849 23,280
Accrued expenses 24,835 24,757
Security deposits payable 70,434 56,147
Dealer holdbacks 16,880 0
Other liabilities 5,851 0
---------- ----------
TOTAL LIABILITIES 3,840,001 3,743,033
Minority Interest 26,471 24,874
Commitments and contingencies
Stockholders' Deficit
Investment by predecessor -0- (112,702)
Common stock, $.001 par value
2,000,000 shares authorized,
1,518,000 shares issued
and outstanding 1,518 -0-
Additional paid in capital 282,482 -0-
Accumulated deficit (346,361) -0-
--------- ---------
Total stockholders' deficit ( 62,361) (112,702)
--------- ---------
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT $3,804,111 $3,655,205
========== ==========
-3-
APTA HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
(Accounting
Predecessor)
2000 1999
---- ----
Revenues
Rental real estate $198,722 $191,542
Financial Services 23,158 12,747
-------- -------
TOTAL REVENUES 221,880 204,289
Operating expenses
Administrative expenses 59,160 38,987
Utilities expense 30,546 32,243
Operating and maintenance 26,435 28,200
Taxes and insurance 31,874 30,872
Depreciation and amortization 29,959 27,192
-------- --------
TOTAL OPERATING EXPENSES 177,974 157,494
-------- --------
Operating income 43,906 46,795
Other income (expense)
Interest income 724 528
Interest expense ( 80,243) ( 76,219)
--------- --------
Total other income (expense) ( 79,519) ( 75,691)
--------- --------
Loss before minority interest (35,613) (28,896)
Minority interest 563 ( 145)
-------- --------
Net loss ($36,176) ($28,751)
========= =========
Basic net loss per share
Loss before minority interest ($.03) ($.03)
Minority interest -0- -0-
--------- --------
Net loss ($.03) ($.03)
========= =========
Average number of common
shares outstanding - basic 1,107,956 983,750
========= =========
-4-
APTA HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
(Accounting
Predecessor)
2000 1999
---- ----
Cash flows from operating activities
Net loss ($36,176) ($28,751)
Adjustments to reconcile net loss
to net cash provided by
operating activities:
Minority interest in net income
(loss) of subsidiary 563 (145)
Depreciation and amortization expense 29,959 27,192
(Increase) decrease in:
Accounts receivable 8,296 9,784
Prepaid expenses ( 3,566) 18,146
Cash held in escrow 4,253 (15,908)
Increase (decrease) in:
Accounts payable (2,421) 1,435
Accrued interest -0- -0-
Accrued expenses 2,562 ( 898)
Other liabilities 1,582 (3,571)
Security deposits payable 1,150 ( 260)
-------- ---------
Net cash provided by
operating activities 6,202 7,024
-------- ---------
Cash flows from investing activities:
Purchases of property and equipment ( 9,056) ( 912)
Collection of installment notes receivable 59,225 3,510
Loans made ( 43,183) (52,675)
------- -------
Net cash provided by (used in)
investing activities 6,986 (50,077)
Cash flows from financing activities
Repayment of mortgage notes payable ( 9,181) ( 8,456)
Repayment of short term notes (26,116) -0-
Proceeds from notes payable -0- 11,100
Issuance of common stock 74,500 -0-
Minority interest -0- 15,000
------- -------
Net cash provided by (used in)
financing activities 39,203 17,644
------- -------
-5-
APTA HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
(Accounting
Predecessor)
2000 1999
---- ----
Increase (decrease) in cash 52,391 (25,409)
Cash, beginning 91,282 80,758
------- -------
Cash, ending $143,673 $55,349
======== =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
2000 1999
---- ----
Cash paid for interest $230,903 $212,081
======== ========
Cash paid for income taxes $ 400 $ 200
======== ========
Non-cash investing and financing activities:
Issuance of common stock
Issuance of common stock, net of
stock issuance costs of $30,000 $187,000
Satisfaction of note payable to stockholder
in exchange for common stock (17,500)
Satisfaction of accrued expenses (95,000)
-------
Net proceeds from issuance of common stock $ 74,500
=======
-6-
<PAGE>
APTA HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Investment Additional Total
By Common Stock Paid-in Accumulated Stockholder's
Predecessor Shares Amount Capital Deficit Deficit
----------- ----------------- -------- ------------ -------------
Balance,
01/01/99 $( 83,951) 0 $ 0 $ 0 $ 0 $ ( 83,951)
Net loss (28,751) 0 0 0 0 (28,751)
------------ --------- ----- -------- ----------- -------
Balance
03/31/99 $(112,702) 0 $ 0 $ 0 $ 0 $(112,702)
============ ========= ===== ======== =========== =======
Balance
01/01/00 $ 0 1,084,000 $1,084 $95,916 $(310,185) $(213,185)
Issuance
of common
stock, net
of stock
issuance
costs 0 434,000 434 186,566 0 187,000
Net loss 0 0 0 0 (36,176) ( 36,176)
------------ --------- ----- -------- ----------- -------
Balance
03/31/00 0 1,518,000 $1,518 $282,482 ($346,361) $( 62,361)
============ ========= ===== ======== =========== =======
</TABLE>
-7-
<PAGE>
APTA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000 AND 1999
(UNAUDITED)
Note 1 - Organization
APTA Holdings, Inc. ("APTA"), a Delaware corporation, ("the Company") was
formed on June 4, 1999, as a subsidiary of ARCA Corp. ("ARCA"), a New Jersey
corporation, in connection with a transaction in which ARCA was merged into
Agate Technologies, Inc. ("Agate") on June 28, 1999. Immediately prior to the
closing of the merger, ARCA transferred all of its assets and liabilities to
APTA. On June 28, 1999, the common stock of APTA was spun off to the common
shareholders of ARCA. Eligible ARCA shareholders of record on June 28, 1999
("Dividend Record Date") received one share of APTA's common stock for each
share of ARCA's common stock held on the Dividend Record Date. On June 28,
1999, 1,000,000 shares of $.001 par value APTA common stock was issued to
eligible ARCA shareholders.
Note 2 - Summary of Significant Accounting Policies
The summary of significant accounting policies is included in the notes to the
consolidated financial statements for the years ended December 31, 1999 and
1998 which were audited and appear in the Form 10-KSB previously filed by the
Company.
Note 3 - Unaudited Financial Statements
The consolidated balance sheet as of March 31, 2000 and 1999 and the
related consolidated statements of operations, cash flows and stockholders'
deficit for the three months ended March 31 2000 and 1999, and the related
information contained in these notes have been prepared by management without
audit. In the opinion of management, all accruals (consisting of normal
recurring accruals) which are necessary for a fair presentation of financial
position and results of operations for such periods have been made. Results
for an interim period should not be considered as indicative of results for a
full year.
Note 4 - Basis of Presentation
The consolidated financial statements for periods prior to the spin off
include only those assets and liabilities contributed by ARCA as described
above. These financial statements have been prepared using ARCA's historical
basis of the assets and liabilities and the historical results of operations
and have been prepared in accordance with the rules and regulations of the
Securities and Exchange Commission applicable for subsidiaries which have been
spun off. These rules stipulated that statements shall be prepared as if the
entity had existed prior to the existence of the new company. Such statements
are not those of a real entity, but describe a hypothetical "accounting
predecessor" to APTA Holdings, Inc. The financial statements presented
include all the operations of the Company as well as the operations of the
Company's predecessor prior to the spin-off, and have been accounted for in a
manner similar to that in a pooling of interests.
-8-
APTA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000 AND 1999
(UNAUDITED)
Note 4 - Basis of Presentation (continued)
In management's opinion, the accompanying consolidated financial
statements include all common and corporate level expenses which would have
been incurred on behalf of the accounting predecessor by ARCA. Management has
allocated such expenses based on its best estimate of the actual time and
effort expended for the benefit of APTA, and believes such allocation to be
reasonable.
Net loss per Share
Net loss per share has been computed giving effect to the distribution ratio
of 1 common share of APTA for each common share of ARCA. Accordingly, weighted
average common shares outstanding, have been computed based on the shares
outstanding of ARCA for the respective period. Calculated earnings per share
may not be representative of earnings per share subsequent to the transfer of
the assets and liabilities from ARCA since the level of other expenses
incurred by APTA may be higher than was incurred on a historical basis.
Note 5 - Related Party Transactions
During the three months ended March 31, 2000, 87,500 shares of common stock
were issued to the spouse of Stephen M. Robinson, Vice President, Secretary and
a director of the Company, at $.50 per share for cash of $25,000 and the
satisfaction of a $17,500 note payable plus accrued interest.
During the three months ended March 31, 2000, 75,000 shares of common stock
were issued to Harry J. Santoro, President, Treasurer and a director of the
Company, at $.50 per share for cash of $37,500.
A summary of related party transactions for the year ended December 31, 1999
appears in the Form 10-KSB previously filed by the Company and is hereby
incorporated by reference.
-9-
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion and analysis should be read in conjunction with the
Consolidated Financial Statements and Notes thereto appearing elsewhere in
this Form 10-QSB and in the previously filed Form 10-KSB for the period ending
December 31, 1999.
General
- - -------
Apta Holdings, Inc. ("Apta" or the "Company") was incorporated on June 4, 1999
in the State of Delaware as a wholly owned subsidiary of ARCA Corp. On June 28,
1999, the Company acquired 100% of the assets and liabilities of the parent,
ARCA, as part of a merger by ARCA with Agate Technologies, Inc.
Included in the assets acquired by Apta were ARCA's wholly owned real estate
subsidiary, Spring Village Holdings, Inc. and ARCA's 80% owned finance company
subsidiary, Beran Corp. The following discussion of the business of the Company
includes the businesses of the two subsidiaries and incorporates the prior
activities of ARCA Corp.
The Company is currently engaged in two lines of business; owning and operating
income producing real estate, and the originating and
servicing of loans to businesses, generally secured by real estate or other
business assets ("business lending"), and to individuals, generally secured by
vehicles or other personal property ("consumer lending").
On December 31, 1995, the Company acquired through a subsidiary, for $50,000, an
80% controlling interest in a 124 unit apartment complex located in Sharon Hill,
Pennsylvania. The Company secured bridge financing to make certain improvements
needed to refinance the property. Upon completion of the improvements, rents,
occupancy and net cash flow increased and the property was successfully
refinanced on September 19, 1997. Subsequent to the refinancing, the Company has
used its positive operating cash flow to reduce debt.
On March 31, 1998, Beran Corp. was incorporated in the State of Delaware, and on
May 28, 1998, entered into business lending through the acquisition of the
business lending operations of a real estate development company.
On November 24, 1998, Beran became a licensed lender in the State of New
Jersey. Beran started making secured consumer loans in the first quarter of
1999. Beran reported $23,158 in financial services revenues for the three
month period ending March 31, 2000, and contributed $2,794 in net income to
consolidated results. As of March 31, 2000, Beran had $231,424 in loans
outstanding.
The Company intends to utilize its contacts and business expertise to locate
and acquire additional properties, primarily apartments, preferably those that
are undervalued or which can be acquired at less than fair value due to the
financial difficulties of their owners. There is no assurance that such
properties can be obtained under terms and conditions that are favorable to
-10-
the Company. The Company also intends to expand its finance company. Currently
the Company has $231,424 in loans outstanding. The Company intends to increase
the loans outstanding to $300,000 by December 31, 2000. In order to meet its
stated goal, the Company has been and anticipates that it will originate
approximately $15,000 per month in new consumer loans.
Results of Operations
- - ----------------------
The following discussion is for the three months ending March 31, 2000 and 1999,
respectively.
Revenues increased by $17,591 or 8%, from $204,289 in 1999 to $221,880 in 2000.
Occupancy was approximately 96% as of March 31, 2000, and was 95% in 1999. A
small increase in the average unit rental rate, combined with a slight increase
in occupancy, resulted in a $7,180 increase in rental revenue. Financial
services revenue increased by $10,411 to $23,158 due to more loans outstanding.
Administrative expenses increased to $59,160 in 2000 from $38,987 in 1999,
primarily due to costs related to an increase in staff at the apartment complex
and the start-up of our finance company. Utilities decreased by $1,697.
Operating and maintenance expense decreased from $28,200 in 1999 to $26,435 in
2000. Taxes and insurance increased by $1,002, primarily due to expanded
insurance coverage. Depreciation increased by $2,767 to $29,959 in 2000,
reflecting recent capital improvements being depreciated. Total operating
expense increased by $20,480, from $157,494 in 1999 to $177,974 in 2000.
Operating income declined from $46,795 in 1999 to $43,906 in 2000, primarily due
to the increases in expenses discussed above, which were only partially offset
by the increase in revenues.
Interest expense, net of interest income, increased by $3,828 from $75,691 in
1999 to $79,519 in 2000.
Net loss increased from ($28,751) in 1999 to ($36,176) in 2000. Basic net loss
per share was ($.03) in 1999, and ($.03) in 2000.
The Company is taxed as a C-corporation for federal and state income tax
purposes. As such, the Company will pay taxes on its net income as defined by
the Internal Revenue Code. No tax attributes of the Company flow through to the
shareholders except for the regular taxation of dividends paid, if any.
Liquidity and Capital Resources
- - --------------------------------
At March 31, 2000, the Company had working capital of $145,017, including cash
held in escrow for anticipated future expenses. The Company needs additional
financing to expand its business and carry out its business plan and reduce
debt.
-11-
On January 1, 2000, the Company had $91,282 in cash, exclusive of $51,581 in
cash held in escrow accounts.
During the three months ending March 31, 2000, the Company received $74,500 from
the sale of stock. The Company collected $59,225 from installment notes
receivable during the period. Operations provided $6,202. The Company used
$9,056 to purchase property and equipment, made $43,183 in loans, repaid $26,116
in short term debt, and reduced mortgage debt by $9,181. The net increase in
cash for the period was $52,391. The Company had $143,673 in cash on March 31,
2000, exclusive of $47,328 in cash held in escrow accounts.
As a result of the refinancing which occurred on September 19, 1997, the Company
anticipates breakeven net cash flow after all scheduled debt service in 2000,
including principal payments totaling $37,886 on long term debt. There can be
no assurance that the Company will be successful in its efforts to generate
sufficient cash flow to meet its scheduled debt service or other cash
requirements.
The Company's balance sheet is highly leveraged. The Company plans to reduce
this leverage through future equity offerings as well as by funds generated from
operations. The Company believes it can support operations and planned capital
expenditures for at least twelve months. Thereafter, the Company's continued
success will be dependant upon its ability to maintain occupancy at 93% or above
and to keep operating costs under control.
In the event that the Company's plans change or its assumptions change or prove
to be inaccurate, the Company may be required to seek additional financing
sooner than currently anticipated. The Company has not identified any
potential sources of debt or equity financing and there can be no assurance
that the Company will be able to obtain additional financing if and when
needed or that, if available, financing will be on terms acceptable to
the Company.
Forward Looking Statements
- - ---------------------------
The Company is making this statement in order to satisfy the "safe harbor"
provisions contained in the Private Securities Litigation Reform Act of 1995.
The foregoing discussion includes forward-looking statements relating to the
business of the Company. Forward-looking statements contained herein or in
other statements made by the Company are made based on management's
expectations and beliefs concerning future events impacting the Company and
are subject to uncertainties and factors relating to the Company's operations
and business environment, all of which are difficult to predict and many of
which are beyond the control of the Company, that could cause actual results
of the Company to differ materially from those matters expressed in or implied
by forward-looking statements. The Company believes that the following
factors, among others, could affect its future performance and cause actual
results of the Company to differ materially from those expressed in or implied
by forward-looking statements made by or on behalf of the Company: (a) the
effect of changes in interest rates; (b) the rental rate and demand for
apartment rental units; (c) fluctuations in the costs to operate the
properties owned by the Company; (d) uninsurable risks; (e) unexpected loan
losses, and (f) general economic conditions.
-12-
PART II
OTHER INFORMATION
- - ------------------
ITEM 1 LEGAL PROCEEDINGS
NONE
ITEM 2 CHANGES IN SECURITIES
Recent Sales of Unregistered Securities
- - ---------------------------------------
The following information sets forth certain information for all
securities of the Company sold during the quarter ending March 31, 2000 without
registration under the Securities Act of 1933 (the "Securities Act"). The
following pertains to each of the transactions:
. There were no underwriters involved in any of the transactions.
. All of the securities issued were restricted common stock of the
Company, and each of the certificates issued was stamped with the following
restrictive legend:
"The shares represented by this certificate have not been registered under the
Securities Act of 1933. The shares have been acquired for investment and may not
be sold, transferred or assigned in the absence of an effective registration
statement for these shares under the Securities Act of 1933 or an opinion of the
Company's counsel that registration is not required under such Act."
. No form of advertising or general solicitation was utilized in
connection with any of the offers or sales of such securities.
. Redistribution of the common stock was subject to the provisions of
Rule 144 of the Securities Act.
. Each of the offerees were furnished with the Registrant's latest Form
10-KSB, Form 10-QSB's for the fiscal periods subsequent to the end of the fiscal
period, and all forms 8-K filed by the Registrant since the end of the fiscal
period.
. Each of the purchasers represented that the purchaser was acquiring the
securities for the purchaser's own account, for investment only, and not with a
view toward the resale, fractionalization, division or distribution thereof, and
further, the investors each represented that they had no present plans to enter
into any contract, undertaking, agreement, or arrangement for any such resale,
distribution, division or fractionalization thereof.
-13-
<PAGE>
During March 2000, 81,500 shares of the Company's common stock were issued
to nine investors for consideration of $40,750 cash, in reliance upon Rule 506
of Regulation D of the Securities Act.
During March, 2000, the Company issued to Theodora T. Robinson, spouse of
Stephen M. Robinson, Vice President, Secretary and a director of the Company,
87,500 shares of the Company's common stock for the consideration of $43,750,
consisting of payment of $25,000 in cash and the cancellation of a note payable
in the amount of $17,500 plus accrued interest. The transaction was effected in
reliance upon Rule 4(2) of the Securities Act.
During March, 2000, the Company issued to Harry J. Santoro, President,
Treasurer and a director of the Company, 75,000 shares of the Company's common
stock for consideration of $37,500 in cash. The transaction was effected in
reliance upon Rule 4(2) of the Securities Act.
On March 23, 2000, 190,000 shares of the Company's common stock were issued
to a trustee, to settle a liability of $95,000 which had been accrued during
December 1999, in connection with replacement of shares previously held by
certain Apta shareholders which were transferred without such shareholder's
prior knowledge when the shareholder sold shares of Agate Technologies,
Inc., the Company's predecessor. The 190,000 shares issuance was made pursuant
to Rule 506 of Regulation D of the Securities Act.
ITEM 3 DEFAULTS ON SENIOR SECURITIES
NONE
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE
ITEM 5 OTHER INFORMATION
NONE
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 27FDS - Financial Data Schedule
(b) Reports on Form 8-K
None
-14-
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
APTA HOLDINGS, INC.
Dated: May 8, 2000 /s/ Harry J. Santoro
----------------------------------------
Harry J. Santoro
President, Chief Executive Officer and
Chief Financial Officer
-15-
[ARTICLE] 5
[CIK] 0001091325
[NAME] APTA HOLDINGS, INC.
<TABLE>
<S> <C>
[PERIOD-TYPE] 3-MOS
[FISCAL-YEAR-END] DEC-31-2000
[PERIOD-END] MAR-31-2000
[CASH] 143,673
[SECURITIES] 0
[RECEIVABLES] 5,540
[ALLOWANCES] 0
[INVENTORY] 0
[CURRENT-ASSETS] 488,664
[PP&E] 3,669,937
[DEPRECIATION] 419,221
[TOTAL-ASSETS] 3,804,111
[CURRENT-LIABILITIES] 343,647
[BONDS] 3,346,354
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[COMMON] 1,518
[OTHER-SE] (63,879)
[TOTAL-LIABILITY-AND-EQUITY] 3,804,111
[SALES] 0
[TOTAL-REVENUES] 221,880
[CGS] 0
[TOTAL-COSTS] 177,974
[OTHER-EXPENSES] 563
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 79,519
[INCOME-PRETAX] (36,176)
[INCOME-TAX] 0
[INCOME-CONTINUING] (36,176)
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] (36,176)
[EPS-BASIC] (.03)
[EPS-DILUTED] (.03)
</TABLE>
