<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000
COMMISSION FILE NUMBER 000-28283
DEMARCO ENERGY SYSTEMS OF AMERICA, INC.
(Exact name of registrant as specified in charter)
UTAH 87-0392000
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12885 HWY 183, STE 108-A, AUSTIN, TEXAS 78750
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (512) 335-1494
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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 [X] No [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of September 30, 2000, the Company
had outstanding 24,622,747 shares of its common stock, par value $0.001.
<PAGE> 2
ITEM 1. FINANCIAL STATEMENTS
DEMARCO ENERGY SYSTEMS, INC.
COMPARATIVE BALANCE SHEETS
AS OF SEPTEMBER 30, 2000 AND JUNE 30, 2000
<TABLE>
<CAPTION>
AS OF AS OF
SEPTEMBER 30, JUNE 30,
2000 2000
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<S> <C> <C>
ASSETS
Cash and cash equivalents $ 188,508 $ 23,213
Accounts Receivable 240
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Total Current Assets 188,748 23,213
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Capital Assets:
Fixtures, Equipment and Other 161,049 171,049
Accumulated Depreciation and Amortization (124,569) (125,661)
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Total Fixed Assets 36,480 45,388
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Other Assets: 1,000 4,241
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TOTAL ASSETS $ 226,228 $ 72,842
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LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Current Liabilities:
Accounts payable $ 193,166 $ 37,656
Promissory Note 34,833
Current Portion of Long-term Debt 205,000 29,954
Convertible Debentures 88,180 197,000
Other Current Liabilities 1,775
Note Payable to Shareholders (2,000) 107,451
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Total Current Liabilities 484,346 408,669
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Long-Term Notes Payable 15,552 22,586
Long-Term Notes Payable to Shareholders 20,000
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TOTAL LIABILITIES 499,898 451,255
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SHAREHOLDERS' EQUITY
Common Stock, $0.001 par value,
100,000,000 shares authorized and
24,622,747 shares issued at 9/30/2000
and 22,839,414 shares issued at 6/30/2000 24,622 43,274
Additional paid-in capital 2,419,743 2,223,892
Retained (deficit) (2,507,506) (2,435,049)
Subscriptions Receivable (210,530) (210,530)
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TOTAL SHAREHOLDERS' EQUITY (273,671) (378,413)
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 226,228 $ 72,842
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</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<PAGE> 3
DEMARCO ENERGY SYSTEMS, INC.
COMPARATIVE STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND
SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
SEPTEMBER 30, SEPTEMBER 30,
2000 1999
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<S> <C> <C>
Revenues
Net Sales $ 0 $ 0
Other Income
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Total Revenues 0 0
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Costs and expenses
Cost of Merchandise Sold 6,000 3,000
Selling and Administrative 61,983 46,925
Depreciation and Amortization
Interest 4,474 5,325
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Total Costs and Expenses 72,457 55,250
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Other Income and Expense 3,400
Net Loss (72,457) (51,850)
Retained deficit at beginning of year (2,435,049) (2,164,379)
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Retained deficit at the end of year $(2,507,506) $(2,216,229)
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Loss per Common Share $ (0.003) $ (0.002)
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</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE> 4
DEMARCO ENERGY SYSTEMS, INC.
COMPARATIVE STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
<TABLE>
<CAPTION>
SEPTEMBER 30, 2000
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<S> <C> <C>
Cash Flows from Operating Activities:
Net Loss ($ 72,457)
Adjustments to reconcile net loss to net cash
Provided (used) by operating activities:
Depreciation and Amortization 0
Changes in operating assets and liabilities:
Prepaid Expenses 0
Due From Shareholders 0
Accounts Receivable (240)
Inventories 0
Other Assets 3,241
Accounts Payable 155,510
Promissory Note 0
Current Portion of Long Term Debt 0
Other Current Liabilities (1,775)
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Net Cash Used by Operating Activities 84,279
Cash flows used in investing Activities
Long term Assets 8,908
Net cash provided (used) by financing activities
Convertible Debentures
Long Term Notes Payable 24,359
Notes to Shareholders (129,451)
Common Stock 177,199
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Net Cash provided by financing Activities 72,107
Net increase in Cash and Cash Equivalents 165,295
Cash and Cash Equivalents at Beginning of Year 23,213
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Cash and Cash Equivalents at End of Year $ 188,508
=========
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<PAGE> 5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000
(Unaudited)
1. GENERAL
The accompanying unaudited consolidated financial statements have been prepared
in conformity with the accounting principles stated in the audited financial
statements for the year ended June 30, 2000 and reflect all adjustments which
are, in the opinion of management, necessary for a fair statement of the
financial position as of September 30, 2000 and the results of operations for
the periods presented. These statements have not been audited or reviewed by the
Company's independent certified public accountants. The operating results for
the interim periods are not necessarily indicative of results for the full
fiscal year.
The notes to consolidated financial statements appearing in the Company's Annual
Report for the year ended June 30, 2000 should be read in conjunction with this
Quarterly Report on Form 10-QSB. There have been no significant changes in the
information in those notes other than from normal business activities of the
Company.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
GENERAL
The financial information set forth in the following discussion should be read
in conjunction with, and qualified in its entirety by, the financial statements
of the Company included elsewhere herein.
DeMarco Energy Systems of America, Inc. was organized under the laws of the
State of Utah in 1983. The Company is primarily engaged in the process of
investigating business opportunities which appear to have profit potential for
the Company. Primary emphasis is currently being placed on marketing and selling
the DeMarco Energy Miser's geothermal ground source heating/cooling systems.
During 1989, the Company exchanged 10,396,790 shares of its stock for exclusive
rights to a United States patent. The patent was granted for a unique
water-source heat pump system that both heats and cools buildings and provides
domestic hot water at an extremely low cost to install and operate. The heat
pump is specifically designed to utilize municipal water systems as a heat
transfer source.
The Company recently applied for approval for a second patent covering a heat
pump system using reuse water sources, reclaimed water sources and other
non-potable water sources.
The Company currently competes in the heating and cooling market, and primarily
in the geothermal heat pump segment. Within this business segment we market,
sell and (1) install the heating and cooling systems during construction of new
facilities, and (2) install the heating and cooling system in existing
facilities replacing less efficient, antiquated, or inoperable systems.
Through September of 2000, the Company operated primarily as a research and
development entity. Its primary research activities focused towards exploring
and investigating energy products and services, specifically within the heating
and cooling markets. The development of the Energy Miser system has produced
alternate mediums for operation, forging new patent opportunities. Previous
sales conducted prior to September 30, 2000, were to determine product
viability, service requirements, liabilities, and costs associated with
installation and operation of the Energy Miser system. The Company expects to
formally release for commercial sale the Energy Miser heating and cooling system
in the third quarter of the fiscal year 2001. In August of 2000, the Company
received the final version of the Engineering Manual for the Energy Miser
heating/cooling system. The Engineering Manual was the last step before
introducing the Energy Miser to the world's commercial heating and cooling
markets. FHP manufactures DeMarco's
<PAGE> 6
Energy Miser system. FHP and the Company have developed a marketing and
promotion program that introduces the manual to FHP's sales representatives and
nationwide distributor network.
The Company has prepared a marketing presentation of the Energy Miser system,
which initially targets Energy Service Companies (ESCOs). ESCOs offer
performance contracting for projects generally greater than $10 million, most of
which require retrofitting heating and cooling systems. ESCOs implement systems
that provide the greatest percentage of energy reduction to maximize savings
benefits and focus on the shortest return on investment cycle. We cannot assure
you that the marketing program will produce the desired results of substantially
increasing revenues or profitability.
PRODUCTS
The DeMarco Energy Miser Heating and Cooling System
The Energy Miser is a patented earth-coupled heat pump utilizing the municipal
water main or any other underground piping loop to heat, cool and provide
domestic hot water for buildings. Earth-coupled heat pumps are from 50% to 70%
more efficient than other methods for heating and air conditioning. Monthly
operating costs are significantly lower than other methods.
In the cooling mode, heat pumps operate by removing heat from the inside of a
building to an exterior heat "sink." In the heating mode, the process is
reversed. Heat is moved from an exterior source to the inside of a building.
Earth-coupled heat pumps normally use the heat absorbing, or heat supplying,
capacity of large bodies of water such as lakes, ponds, water wells or specially
constructed networks of pipe called ground loops. The requirements for a "large
body of water" as the external source/sink or the costly excavating required for
the heat pump, imposes three constraints on anyone wanting to take advantage of
the system. The first is the need to be located near such a body of water if a
natural source/sink is going to be used. The second is the added expense of
drilling a water well. The third is the need for enough property to accommodate
the underground installation of several hundred feet of plastic pipe.
The Energy Miser removes those three constraints by utilizing the thermal
properties of public water supplies. Because the thermal properties of the water
in the underground piping infrastructure are used as a medium (and not for
consumption or re-distribution), the need for large external bodies of water and
expensive wells or land acquisitions for ground loops are eliminated. There is
no cross flow between the water supply and the heat pump. The integrity of the
water is retained with any application of the Energy Miser system.
We have filed a second patent application with the United States Patent office.
The second Patent is for an invention that relates to heat pumps that are
automatically thermodynamically balanced to operate at optimum conditions using
water, and in this case reuse water systems. This patent was designed to utilize
reuse water from private, public or other types of managed secondary water lines
with the DeMarco Energy Miser heating and cooling system. Reuse water is defined
as treated sewer water that falls below the standards of drinking water. For
many years, reuse water has been used in secondary water systems for watering
lawns and charging fire hydrants, as well as other non-potable water
applications. It has only been in recent years that the secondary water systems
have been given greater consideration due to water shortages.
The DeMarco Energy Miser excels in any managed water system, saving consumers as
much as seventy percent from heating and cooling costs. This system is available
for both residential and commercial applications. The Energy Miser system
thrives in potable water and reuse water, as well as other similar managed water
systems. Incorporating the FDA approved Alfa Laval heat exchanger within the
DeMarco Energy Miser system, the potential for cross-contamination is eliminated
in all potable water systems.
The Energy Miser system has to date (pending the outcome of the second patent
application for the utilization of reuse water sources) only utilized potable
water systems as demonstrated within several military bases, as well as other
commercial and institutional applications nationwide. The Company has organized
marketing efforts to launch its sales program in cities using or proposing to
implement reuse
<PAGE> 7
water systems. Although the Company anticipates a significant increase in
revenue if the reuse water patent is approved there can be no assurances that
such marketing efforts will have their intended effect of increasing such
revenues or profitability.
Energy Efficient Lighting Systems
The Company has signed a Strategic Partnership agreement with Lighting
Management Consultants (LMC) in Houston, Texas. The agreement provides for
forthcoming lighting projects awarded to DeMarco to be performed by LMC within
their geographic business environment. Additionally, the Company has entered
into a Strategic Partnership with SLi, Inc. (NYSE:SLI), which provides for SLi
to perform lighting retrofit and energy management services for DeMarco awarded
contracts outside the parameters, scope and geography of the LMC partnership. As
of November 12, 2000, there have been no sales generated from these agreements.
In commercial facilities, lighting typically represents 30 to 40 percent of a
commercial facility's energy consumption. By reducing the kilowatts used for
lighting, utility costs can be reduced. Efficient lighting systems can reduce
consumption by as much as 50 percent, without reducing lumens.
The lighting retrofit services may be offered as a combined package with the
DeMarco Energy Miser system, creating a marketing/sales program based upon
return on investment time parameters. Sub-contractors generally located within
the geographic region of the project perform lighting retrofit installations.
These sub-contractors are identified, recruited and managed by DeMarco's
partners. As of November 13, 2000, the Company has not initiated sales efforts
for lighting products.
RECENT DEVELOPMENTS
The Counsel of Governments in Washington, D.C. has awarded a contract estimated
to be worth over $1 billion over the life of the program to PG&E Energy Services
(an Energy Services Company, or ESCO (NYSE:PCG)), whose bid included the DeMarco
Energy Miser as the first choice for heating and cooling systems for upgrades
and retrofits. PG&E Energy Services division was recently acquired by Chevron
Energy Solutions division (NYSE:CHV). Confirmation from Chevron that the
Company's contract was conveyed in the acquisition occurred November 9, 2000.
(The billion dollar estimate was calculated from retrofitting 154 public
schools, 4000 HUD homes, plus government owned facilities throughout the
jurisdiction of the Counsel of Governments).
The heating and cooling portion represents a major portion of the program's
total expected revenues. Work on the contract could begin as early as the winter
of 2000.
The Counsel of Governments includes municipalities and local governments
surrounding Washington, D.C., which may include the public school systems in
several counties and municipalities as well as public housing authorities. Other
agencies that may become users of this program, greatly expanding the scope and
business potential, include agencies of the Federal Government and other
municipalities outside of the immediate Washington, D.C. metropolitan area. We
have also been invited to bid lighting portions of the project from the ESCO.
During the eight-month period from January through August 2000, we issued a
series of convertible debentures bearing 8% interest. A total of $229,000 was
raised from this issuance. The debentures mature in 24 months from the time of
issue. Interest payments are calculated quarterly and totaled upon conversion
and included in the stock distribution. The debentures carry various conversion
rights ranging from $0.10 to $0.45 a share. The holders have the right to
convert any or all of the principal into common stock of the Company at any time
after the first 12 months from issuance. If all debenture holders elect to
convert, the Company will issue approximately 1.2 million shares of its common
stock to the holders and be relieved of the debt. The Company utilized the
proceeds of these convertible debentures to reduce accounts payable and for
operating expenses.
The Company is currently finalizing a convertible debt offering of $1,500,000
(see "MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS") that will
be directed toward
<PAGE> 8
acquisitions, marketing, internal corporate infrastructure development, and/or
general administrative expenses
On October 10, 2000, the Company retained the services of Marschall Design, a
fifteen-year-old corporate image consulting company. Marschall will assist the
Company in its marketing efforts. Marschall anticipates that the new media
materials will be available for release as early as December of 2000. Marschall
will assist with brochures, tradeshow display, stationery, web design plus any
other areas requiring image design and enhancements.
PWG Media of Austin, Texas has been retained by the Company to build an
effective corporate visual program. An eight-minute video describing the Energy
Miser system is expected to be available in late December of 2000. Marschall and
PWG have worked together in the past to assist each other and their clients with
image design and image conveyance measures
FINANCIAL CONDITION AND CHANGES IN FINANCIAL CONDITION
The following analysis of historical financial condition and results of
operations is not necessarily reflective of the on-going operations of the
Company.
OVERALL OPERATING RESULTS:
Three months ended September 30, 2000 compared to three months September 30,
1999:
The Company had no sales for the current quarter or the comparable prior year
quarter ended September 30, 2000 and 1999, respectively. We anticipate that
increased marketing efforts in the future will generate the required revenues to
sustain the anticipated growth of the Company. We can give no assurances that
such sales will occur. Operating expenses and interest expenses increased
$17,000 or 31% to $72,457 as compared to the prior year quarter expenses of
$55,250. The primary areas where expenses increased were in professional fees as
they relate to legal fees incurred with the recent placement of $1,500,000 of
the Company's Secured Convertible Debentures (See "Liquidity and Capital
Resources") and travel expenses incurred in connection with attending trade
shows in order to expand marketing efforts.
LIQUIDITY AND CAPITAL RESOURCES:
The Company has been financed through a cumulative convertible debenture that
began in the first quarter of calendar year of 2000, a private equity offering
which ended during the third quarter of 1999, and was supported in the interim
by loans from the President, Victor DeMarco.
We completed a convertible debenture debt offering of $229,000 that began in
January 2000 and concluded in August 2000. The proceeds were utilized for
repayment of accounts payable and operating expenses.
On September 26, 2000, we entered into an agreement with AJW Partners, LLC. and
New Millennium Capital Partners II, LLC. (the "Debenture Holders") for the
private placement of $1,500,000 of the Company's Secured Convertible Debentures.
These debentures are convertible into shares of the Common Stock of the Company
based on the formulas listed below. The funding of the debentures will occur in
two phases. The first $500,000 (less legal expenses) was received by the Company
on September 27, 2000. The remaining $1,000,000 will be funded within 30 days
following the effective registration with the Securities and Exchange Commission
of the underlying shares of common stock of the Company. The Company will
utilize the funds for acquisitions, marketing and sales promotion, internal
corporate infrastructure development and general operating expenses.
The primary terms of the Convertible Debentures are as follows:
- Entire principal amount will mature on September 26, 2001.
- Debentures bear 10% interest per annum with interest payments due quarterly.
Interest to be paid in cash or shares of Common Stock at the option of the
Debenture Holders.
<PAGE> 9
- The Debenture Holders have the option to convert any unpaid principal and
accrued interest into shares of the Company's Common Stock at any time after
the original issue date (subject to certain limitations).
- The conversion price per share in effect on any conversion date shall be
the lesser of (1) $0.34 per share and (2) 60% of the average of the lowest
three inter-day trading prices during the ten trading days immediately
preceding the applicable conversion date.
- The debentures bear a mandatory prepayment penalty of 130% of the principal
and all accrued interest being prepaid.
- The debentures are secured by all unpledged assets of the Company,
including the Company's current and pending patents.
- The Company will file a SB-2 Registration Statement with the Securities and
Exchange registering 200% of the Common Stock underlying the debentures.
The Secured Convertible Debenture Purchase Agreement, the DeMarco Energy Systems
of America, Inc, 10% Secured Convertible Debenture, the Security Agreement, the
Intellectual Property Security Agreement, the Registration Rights Agreement, and
the Escrow Agreement were all filed electronically as Exhibits to the Securities
and Exchange Commission Form 8-K filed with the Commission on October 11, 2000.
The Company had a cash balance of $189,000 at September 30, 2000 as compared to
a cash balance of $23,000 at June 30, 2000. This increase was caused by the
partial funding of the aforementioned convertible debentures. We anticipate that
with the complete funding of the debentures we will be able to substantially
increase our marketing presence for the foreseeable future. We cannot assure you
that these efforts will have the desired effect of increasing sales.
The Company had negative working capital of 296,000 at the end of the current
quarter as compared to negative working capital of $385,000 at the end of the
prior fiscal year end, June 30, 2000. This decrease in negative working capital
is primarily the result of the partial funding of Secured Convertible Debentures
in September 2000.
NEW ACCOUNTING PRONOUNCEMENTS
The Company has adopted FASB Statement 128. It is not expected that the Company
will be impacted by other recently issued standards. FASB Statement 128 presents
new standards for computing and presenting earnings per share (EPS). The
Statement is effective for financial statements for both interim and annual
periods ending after December 15, 1997.
FASB Statement 131 presents news standards for disclosures about segment
reporting. The Company does not believe that this accounting standard applies to
the Company as all operations of the Company are integrated for financial
reporting and decision-making purposes.
YEAR 2000 PREPAREDNESS
The Company has not been materially affected with Y2K problems to date.
INFLATION
The Company's results of operations have not been affected by inflation and
management does not expect inflation to have a significant effect on its
operations in the future.
FORWARD-LOOKING INFORMATION
From time to time, the Company or its representatives have made or may make
forward-looking statements, orally or in writing. Such forward-looking
statements may be included in, but not limited to, press releases, oral
statements made with the approval of an authorized executive officer or in
various filings made by the Company with the Securities and Exchange Commission.
Words or phrases "will likely result", "are
<PAGE> 10
expected to", "will continue", "is anticipated", "estimate", "project or
projected", or similar expressions are intended to identify "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 (the "Reform Act"). The Company wishes to ensure that such statements
are accompanied by meaningful cautionary statements, so as to maximize to the
fullest extent possible the protections of the safe harbor established in the
Reform Act. Accordingly, such statements are qualified in their entirety by
reference to and are accompanied by the following discussion of certain
important factors that could cause actual results to differ materially from such
forward-looking statements.
Management is currently unaware of any trends or conditions other than those
previously mentioned in this management's discussion and analysis that could
have a material adverse effect on the Company's consolidated financial position,
future results of operations, or liquidity. However, investors should also be
aware of factors that could have a negative impact on the Company's prospects
and the consistency of progress in the areas of revenue generation, liquidity,
and generation of capital resources. These include: (i) variations in revenue,
(ii) possible inability to attract investors for its equity securities or
otherwise raise adequate funds from any source should the Company seek to do so,
(iii) increased governmental regulation, (iv) increased competition, (v)
unfavorable outcomes to litigation involving the Company or to which the Company
may become a party in the future and, (vi) a very competitive and rapidly
changing operating environment.
The risks identified here are not all inclusive. New risk factors emerge from
time to time and it is not possible for management to predict all of such risk
factors, nor can it assess the impact of all such risk factors on the Company's
business or the extent to which any factor or combination of factors may cause
actual results to differ materially from those contained in any forward-looking
statements. Accordingly, forward-looking statements should not be relied upon as
a prediction of actual results.
<PAGE> 11
PART II OTHER INFORMATION
ITEM 5. OTHER INFORMATION
On November 13, 2000, we filed a Form SB-2 to register 22,826,086 of our Common
Shares in conjunction with our agreements associated with the $1,500,000 of
Secured Convertible Debentures issued on September 26, 2000 (See "Liquidity and
Capital Resources").
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
b. The Company filed a Form 8-K on October 11, 2000, reporting the details of
the agreements reached on September 26, 2000 as they relate to the placement of
$1,500,000 of the Company's Secured Convertible Debentures (See "Liquidity and
Capital Resources"). The following documents were filed as a part of that Form
8-K and are incorporated by reference.
Exhibit Number Name of Exhibit
4.01 Secured Convertible Debenture Purchase Agreement
(Incorporated by reference from Form 8-K filed
electronically on October 11, 2000)
4.02 DeMarco Energy Systems of America, Inc. 10%
Secured Convertible Debenture (Incorporated by
reference from Form 8-K filed electronically on
October 11, 2000)
4.03 Security Agreement (Incorporated by reference from
Form 8-K filed electronically on October 11, 2000)
4.04 Intellectual Property Security Agreement
(Incorporated by reference from Form 8-K filed
electronically on October 11, 2000)
4.05 Registration Rights Agreement (Incorporated by
reference from Form 8-K filed electronically on
October 11, 2000)
4.06 Escrow Agreement (Incorporated by reference from
Form 8-K filed electronically on October 11, 2000)
<PAGE> 12
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
(Registrant)
DEMARCO ENERGY SYSTEMS OF AMERICA, INC.
By /s/ Victor M. DeMarco
------------------------------------
Victor M. DeMarco, President/
Chief Operating Officer
Date November 14, 2000
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By /s/ Victor M. DeMarco
------------------------------------
Victor M. DeMarco, President/
Chief Operating Officer
Date November 14, 2000
<PAGE> 13
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
27.1 Financial Data Schedule
</TABLE>
