SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________________ to ________________
Commission file number: 0-10909
CORNICHE GROUP INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 22-2343568
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) Identification No.)
Wayne Interchange Plaza I
145 Route 46 West, Wayne, NJ 07470
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 201-785-3330
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
_______ _________
2,412,278 shares, $.10 par value
(Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date)
Page 1 of 13 pages
<PAGE>
CORNICHE GROUP INCORPORATED
TABLE OF CONTENTS
Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statement (Unaudited)
Balance Sheet at June 30, 1996
and March 31, 1996 . . . . . . . . . . . . . . 3
Statement of Operations for the
three months ended June 30, 1996 and
June 30, 1995 . . . . . . . . . . . . . . . 4
Statement of Cash Flows for the three
months ended June 30, 1996 and June 30, 1995 . . . . . . . . . 5
Notes to Unaudited Financial Statements . . . . . . . . . . 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . . . . 11
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . 13
The financial statements are unaudited. However, the management of the
registrant believes that all necessary adjustments (which include only normal
recurring accruals) have been reflected to present fairly the financial
position of the registrant at March 31, 1996 and June 30, 1996, the results of
its operations for the three months ended June 30, 1996 and 1995 and the
results of its operations and changes in its cash flows for the three months
ended June 30, 1996 and 1995.
<PAGE>2
CORNICHE GROUP INCORPORATED
Balance Sheet
ASSETS
<TABLE>
<CAPTION>
June 30, March 31,
1996 1996
(unaudited) (audited)
<S> <C> <C>
Current assets:
Cash $449 $66
Notes Receivable (see Note 5) 90,000 125,000
Other Receivables 0 10,000
---------- ------------
Total current assets 90,449 135,066
Other assets:
Property and equipment, net 1,038 1,135
------------ ------------
Total assets $91,487 $136,201
======= ========
LIABILITIES AND STOCKHOLDERS' (DEFICIENCY) EQUITY
Current liabilities:
Notes Payable $ 5,000 $ 5,000
Note payable on debt compromise 77,630 77,630
Trade accounts payable 166,185 183,123
Dividends payable - preferred stock 100,661 84,749
Accrued liabilities 111,078 104,804
------------ -----------
Total current liabilities 460,554 455,306
------------ -----------
Stockholders' (deficiency) equity:
Stockholders's Equity (Deficiency)
Preferred Stock, $.01 par value,
authorized 5,000,000 shares
including 1,000,000 shares of 7%
cumulative convertible preferred
stock, issued and outstanding
909,267 shares 909,267 909,267
Common stock, $0.10 par value,
authorized - 30,000,000 shares,
issued 2,630,378 shares 263,037 263,037
Additional paid-in capital 830,086 830,086
(Accumulated deficit) retained earnings (2,166,747) (2,116,785)
---------- ------------
( 164,357) ( 114,395)
Treasury stock-at cost, 218,100
shares. ( 204,710) ( 204,710)
------------- -------------
Total stockholders' (deficiency) equity ( 369,067) ( 319,105)
------------- ---------------
Total liabilities and stockholders'
(deficiency) equity $ 91,487 $ 136,201
========== ==========
</TABLE>
See accompanying notes
<PAGE> 3
CORNICHE GROUP INCORPORATED
Statement of Operations
(UNAUDITED)
<TABLE>
<CAPTION>
------ 3 Months Ended -----
June 30, June 30,
1996 1995
<S> <C> <C>
Net Sales $0 $0
Cost of Sales 0 0
- -
Gross profit 0 0
- -
Selling, General and
Administrative Expenses (32,250) (87,698)
---------- -----------
Operating Loss (32,250) (87,698)
Interest (net) (1,800) 0
--------- ----------
Net loss before
Preferred Dividend (34,050) (87,698)
Preferred dividend (15,912) (15,283)
----------- -----------
Net Loss from Continuing
Operations (49,962) (102,981)
Loss from Discontinued
Operations 0 (1,285,234)
----------- -------------
Net Income (Loss) (49,962) (1,388,215)
======== ==========
Loss per share of
common stock
Loss from Continuing
Operations $(0.02) $(0.05)
Profit from Discontinued
Operations - (0.64)
--------- -----------
Net Profit (Loss) per share $(0.02) $(0.69)
====== ======
Weighted average
number of common
shares outstanding 2,412,278 2,006,013
</TABLE>
See Accompanying Notes
<PAGE>4
CORNICHE GROUP INCORPORATED
Statement of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
------ 3 Months Ended -----
June 30, June 30,
1996 1995
<S> <C> <C>
Cash Flows from Operations:
Net Loss from Continuing Operations $(49,962) $(102,981)
Adjustments to reconcile net loss
from continuing operations
to net cash used in operating
activities:
Depreciation 97 144
Changes in Assets and Liabilities:
(Inc)/Dec in Notes Receivable 35,000 0
(Inc)/Dec in Other Receivables 10,000 0
(Inc)/Dec in Prepaid Expenses 0 (43,876)
Inc/(Dec) in Accounts Payable (16,938) 93,283
Inc/(Dec) in Accrued Liabilities 6,274 (181,240)
Inc/(Dec) in Notes Payable 0 (2,307)
Increase in Dividends Payable 15,912 15,283
------ ---------
Net Cash Used in Continuing Operations 383 (221,694)
------ ----------
Net Cash Used in Discontinued Operations 0 (335,000)
- ----------
Net Cash Used in Operating Activities 383 (556,694)
--- ---------
Cash Flows from Investing Activities:
Payments to acquire fixed assets 0 (8,326)
- -----------
Net Cash Used in Investing Activities 0 (8,326)
- -----------
Cash Flows from Financing Activities:
Issuance of common stock for cash 0 525,500
Issuance of common stock for
settlement of liabilities 0 50,000
- -----------
Net Cash Provided by Financing Activities 0 575,500
- -----------
Net Increase in Cash 383 10,480
Cash at Beginning of Period 66 100
-------- ---------
Cash at End of Period $449 $10,580
======= ========
</TABLE>
See accompanying notes.
<PAGE>5
CORNICHE GROUP INCORPORATED
NOTES TO UNAUDITED FINANCIAL STATEMENTS
Note 1 The Company
Corniche Group Incorporated (hereinafter referred to as the "Company" or
"CGI") as a result of a reverse acquisition with Corniche Distribution Limited
and its Subsidiaries ("Corniche"), (see Basis of Presentation below) was
engaged in the retail sale and wholesale distribution of stationery products
and related office products, including office furniture, in the United
Kingdom. The operating subsidiaries of Corniche were Chessbourne
International Limited ("Chessbourne") and The Stationery Company Limited
("TSCL").
Corniche experienced large operating losses and net cash outflows from
operating activities in fiscal 1995 and 1996 resulting in a significant
reduction in working capital during that period. The Company was unsuccessful
in its efforts to raise interim financing to resolve its liquidity problems.
Additionally, the Company was not able to convert a significant portion of its
bank debt to equity. As a result receivers were appointed to Corniche's
subsidiaries, Chessbourne and TSCL on February 7, 1996 by their primary
bankers and secured lender, Bank of Scotland and Corniche Distribution Limited
was placed in receivership on February 28, 1996. (See Note 2). Since then the
Company has been inactive.
Note 2 Basis of Presentation
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions for Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, the statements contain
all adjustments (consisting only of normal recurring accruals) necessary to
present fairly the financial position as of June 30, 1996 and the results of
operations and cash flows for the three months ended June 30, 1996 and 1995.
The results of operations for the three months ended June 30, 1996 are not
necessarily indicative of the results to be expected for the full year.
The March 31, 1996 balance sheet has been derived from the audited
financial statements at that date included in the Company's annual report on
Form 10-K. These unaudited financial statements should be read in conjunction
with the financial statements and notes thereto included in the Company's
annual report on Form 10-K.
On March 2, 1995, the stockholders of Corniche exchanged all of their
common stock for 1,097,250 shares of CGI. Since the former stockholders' of
Corniche owned a majority of the outstanding stock of CGI after the
acquisition, such purchase transaction was accounted for as a reverse
acquisition. The acquired company (Corniche) was deemed to have acquired the
acquiring company (CGI). Accordingly, CGI changed its fiscal year to the last
Saturday in March of each year in order to conform to the fiscal year of its
operating subsidiary. Historical stockholders' equity
<PAGE>6
CORNICHE GROUP INCORPORATED
NOTES TO UNAUDITED FINANCIAL STATEMENTS
Note 2 Basis of Presentation (continued)
of Corniche has been retroactively restated to give effect to the
recapitalization. The historical financial statements prior to March 2, 1995
are those of Corniche.
A receivership proceeding involving the operating subsidiaries of the
Company was commenced on February 7, 1996 and the UK holding company, Corniche
Distribution Limited, was placed in receivership on February 28, 1996. The
receiverships resulted in the loss of all of the Company's operations and
operating assets and eliminated most liabilities. Accordingly the operating
activities of the UK subsidiaries have been classified as a discontinued
operation and the excess of the UK subsidiary's cumulative losses over the
Company's investment was included in the income statement for the year ended Mar
ch 31, 1996. In addition, the UK subsidiaries were removed from the balance
sheet for periods subsequent to December 30, 1995.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. The Company's ability to
continue as a going concern may depend on its ability to obtain outside
financing sufficient to support it pending identification and completion of a
suitable acquisition or acquisitions and its ability to obtain financing and
consummate such acquisition or acquisitions. There can be no assurance given
that the Company will obtain such short-term or long-term outside financing or
complete the acquisition of new business operations.
Effective October 1, 1995 the Company declared a one-for-ten reverse
stock split and all numbers of shares and share values stated herein reflect
such reverse split unless otherwise noted.
Note 3 Income Taxes
Effective October 1993, the Company adopted SFAS 109, "Accounting for
Income Taxes", which recognizes (a) the amount of taxes payable or refundable
for the current year and (b) deferred tax liabilities and assets for the
future tax consequences of events that have been recognized in an enterprise's
financial statements or tax returns.
Income tax expense/benefit was calculated on a separate company basis
between CGI and Corniche.
The Tax Reform Act of 1986 enacted a complex set of rules limiting the
utilization of net operating loss carryforwards to offset future taxable
income following a corporate ownership change. The Company's ability to
utilize its NOL carryforwards is limited following a change in ownership in
excess of fifty percentage points. The Company has fully reserved the balance
of tax benefits of its operating losses because the likelihood of realization
of the tax benefits cannot be determined.
<PAGE> 7
CORNICHE GROUP INCORPORATED
NOTES TO UNAUDITED FINANCIAL STATEMENTS
Note 3 Income Taxes (continued)
The Company is delinquent in the filing of Federal and State Income Tax
returns for the fiscal year ended September 30, 1994, short period ended March
25, 1995 and the fiscal year ended March 31, 1996.
Note 4 New Accounting Standards
Effective fiscal 1996 the Company adopted Statement of Financial
Accounting Standards No. 107, "Disclosure About Fair Value of Financial
Instruments", and Statement of Position 94-6, "Disclosure of Certain
Significant Risks and Uncertainties".
Note 5 Notes Receivable
Notes Receivable at March 31, 1996 comprised a 180-day promissory note in
the principal amount of $200,000 due from Chester Holdings, Ltd. ("Chester")
as part consideration for the Company's former medical imaging subsidiary sold
to Chester on March 25, 1995. The note was due on October 1, 1995 and
includes an option to apply any unpaid balance of such note to purchase voting
securities of Chester's operating subsidiary, or any new parent company of
such operating subsidiary, at the fair market value of such securities. As of
March 31, 1996 Chester was in default on the note and no principal or interest
had been received. Through June 30, 1996 the company received payments of
principal in the aggregate sum of $35,000. Additionally in July 1996 a
further payment of $90,000 was received. The Company does not anticipate
further cash recoveries against this note. The Company is in negotiation
regarding the exercising of its the option to apply the unpaid balance of the
Note to purchase voting shares of Medical Laser Technologies, Inc., the
corporate parent of the operating subsidiary. However no agreement has yet
been reached and accordingly a provision against recovery of the balance of
$75,000 was made at March 31, 1996. No interest has been accrued.
Note 6 Notes Payable
The Company was in default on a Note Payable dated January 12, 1995 in
the principle sum of $17,000. In March 1997 the Company entered into a
settlement agreement with the note holder pursuant to which the note holder
accepted $5,000 in full satisfaction of all remaining sums due including
accrued interest.
<PAGE>8
CORNICHE GROUP INCORPORATED
NOTES TO UNAUDITED FINANCIAL STATEMENTS
Note 7 Note Payable on Debt Compromise
Notes Payable on debt compromise comprise a 180-day promissory note in
the principal amount of 50,000 pounds sterling (approximately $77,630) in
favor of the Bank of Scotland, primary banker to Corniche. The note was
issued to settle certain claims involving Corniche and the Company following
the receivership proceeding involving the Company's UK subsidiary. The note
was paid in full, including accrued interest, on January 30, 1997 and
simultaneously the Company was released from any further obligation.
Note 8 Commitments and Contingencies
Legal Proceedings
During fiscal 1994, the Company disclosed irregularities in its revenue
recognition practices which led to the restatement of the Company's financial
statements for fiscal years ended September 30, 1989, 1990, and 1991, and the
first quarter of fiscal 1992. As a result, nine class action securities
complaints (the "lawsuits") were filed against the Company and certain other
persons which were settled in January 1994. Pursuant to the settlement, the
Company paid $2,560,000 in cash in 1995 and issued $1,000,000 in 7% cumulative
convertible preferred stock. The preferred stock is convertible into common
stock at a price of $5.20 per share, and will be callable for five years.
Stockholders who purchased CGI's shares between January 3, 1989 and May 7,
1992 have been included within the plaintiff class for purposes of the
settlement.
CGI and certain of its former officers and directors were involved in a
shareholders' derivative action filed in Delaware Chancery Court. The causes
of action asserted included breach of fiduciary duty, breach of duty of care
and trust of the Company's shareholders, gross negligence and mismanagement,
as well as common law conspiracy and aiding and abetting. The Court granted
the Company's motion to dismiss by Opinion and Order dated May 2, 1995. The
Company instituted its own action in State Court in New Jersey against its
former chief executive officer, Efriam Landa. The complaint was filed on May
4, 1995. Mr. Landa answered on October 16, 1995 and asserted counterclaims
seeking (a) reimbursement of defense costs in the derivative action and
related investigations by the Securities and Exchange Commission ("SEC") and
the United States Attorney for the District of New Jersey and (b) damages for
breach of his employment contract. This matter was settled by exchange of
mutual releases on December 5, 1996.
In the opinion of management there are no other lawsuits or claims
pending against the Company.
<PAGE>9
CORNICHE GROUP INCORPORATED
NOTES TO UNAUDITED FINANCIAL STATEMENTS
Note 9 Stockholders Equity
Effective October 1, 1995 the Company declared a one-for-ten reverse
stock split and all numbers of shares and share values stated herein reflect
such reverse split unless otherwise noted.
Note 10 Subsequent Events
Transfer of Pledged Securities
Effective January 30, 1997 the Company entered into a Stock Purchase
Agreement with the Bank of Scotland and twelve unrelated persons whereby
1,042,250 of the 1,097,250 shares of the Company's common stock pledged to the
Bank of Scotland by Brian J. Baylis and Susan A.M. Crisp to secure certain
debts of Corniche Distribution Limited and subsidiaries to the Bank of
Scotland were sold by the Bank of Scotland following a default in the
obligation secured by the pledge to such twelve persons for an aggregate
consideration of $125,070.
Mutual Release
On January 30, 1997 the Company paid the Bank of Scotland $89,374.49 in
full satisfaction of all principal and interest due under a Promissory Note
dated February 1996 to the Bank of Scotland in the principal amount of fifty
thousand pounds sterling (see Note 6). In consideration thereof, the parties
executed a Mutual Release dated as of January 30, 1997 whereby the Bank of
Scotland released the Company and James J. Fyfe, the Company's sole officer
and director, from all liabilities, accounts, courses of action, sums of
money, reckonings, contracts, controversies, agreements, damages, judgements.
executions, claims, demands, debts, obligations, promises, covenants, actions
and undertakings which against the Company or Fyfe the Bank of Scotland ever
had, had at the time of the release or could thereafter have by reason of any
matter up to and through the date of the release and the Company and Fyfe
released the Bank of Scotland in similar fashion.
Securities Offerings
During the period July 1996 through December 1996 the Company engaged in
a private offering of securities pursuant to Rule 506 of Regulation D of the
Securities Act of 1993, as amended. The offering of up to $300,000 was
conducted on a "best efforts" basis through Robert M. Cohen & Company, Inc.
("RMCC") a New York based broker-dealer and was offered and sold in the form
of $25,000 units. Each unit consisted of one $25,000 face amount 90-day, 8%
promissory note and one redeemable common stock purchase warrant to purchase
60,000 shares of the Company's common stock at a price of $0.50 per share
during a period of three years from issuance. The offering was terminated in
December 1996 upon the sale of 4 units resulting in $100,000 in gross
proceeds. In connection with such offering, RMCC was paid sales commissions
<PAGE>10
CORNICHE GROUP INCORPORATED
NOTES TO UNAUDITED FINANCIAL STATEMENTS
Note 10 Subsequent Events (continued)
equal to 10% of the aggregate purchase price of the units sold resulting in
aggregate sales commissions of $10,000.
During the period January 1997 through April 30, 1997 the Company engaged
in a private offering of securities pursuant to Rule 506 of Regulation D of
the Securities Act of 1933, as amended. The offering consisted of up to 19
units being sold at an offering price of $25,000 per unit. Each unit
consisted of one $25,000 face amount 90-day, 8% promissory note and one
redeemable common stock purchase warrant to purchase 60,000 shares of the
Company's common stock at a price of $0.50 per share during a period of three
years from issuance. The offering of up to $475,000 was conducted on a "best
efforts" basis through RMCC. In connection with such offering, RMCC was paid
sales commissions equal to 10% of the purchase price for each unit sold or
$2,500 per unit. RMCC sold 17 units.
ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The following discussion should be read in conjunction with the Unaudited
Financial Statements and notes thereto.
Results of Operations
The Company has been inactive since the receivership proceeding involving
its former UK subsidiaries Corniche, Chessbourne and TSCL in February 1996.
The receiverships resulted in the loss of all of the Company's operations
and operating assets and eliminated most liabilities. Accordingly the
operating activities of the UK subsidiaries have been classified as a
discontinued operation and the excess of the UK subsidiary's cumulative losses
over the Company's investment was included in the income statement for the
year ended March 31, 1996. In addition, the UK subsidiaries were removed from
the balance sheet for periods subsequent to December 30, 1995.
During the period March 1996 through the date hereof management has been
endeavoring to firstly raise interim financing to settle its outstanding
liabilities and thereafter identify and evaluate potential acquisitions.
The Company recorded a loss in the three months ended June 30, 1996 of
$32,250 before interest expense and preferred stock dividend accrual. Such
losses arose from general and administrative expenses, which principally
comprise professional fees, travel expenses and general
<PAGE>11
office costs. Compared to the corresponding period in 1995 such costs were
$55,448 lower. This reduction was primarily due to significant reductions in
insurance costs and professional fees.
Liquidity and Capital Resources
During the three months ended June 30, 1996 the Company relied on cash
received against a note receivable and other sundry receipts to meet its
urgent cash requirements. The Company was not able to meet its liabilities as
they fell due, however management was successful in negotiating payment
deferments with major creditors pending the conclusion of its efforts to
secure interim debt/equity financing.
Subsequent to June 30, 1996 the Company engaged in two private offerings
of securities.
(1) During the period July 1996 through December 1996 the Company
engaged in a private offering of securities pursuant to Rule 506 of Regulation
D of the Securities Act of 1993, as amended. The offering of up to $300,000
was conducted on a "best efforts" basis through Robert M. Cohen & Company,
Inc. ("RMCC") a New York based broker-dealer and was offered and sold in the
form of $25,000 units. Each unit consisted of one $25,000 face amount 90-day,
8% promissory note and one redeemable common stock purchase warrant to
purchase 60,000 shares of the Company's common stock at a price of $0.50 per
share during a period of three years from issuance. The offering was
terminated in December 1996 upon sale of 4 units resulting in $100,000 in
gross proceeds. In connection with such offering, RMCC was paid sales
commissions equal to 10% of the aggregate purchase price of the units sold
resulting in aggregate sales commissions of $10,000.
(2) During the period January 1997 through April 30, 1997 the Company
engaged in a private offering of securities pursuant to Rule 506 of Regulation
D of the Securities Act of 1933, as amended. The offering consisted of up to
19 units being sold at an offering price of $25,000 per unit. Each unit
consisted of one $25,000 face amount 90-day, 8% promissory note and one
redeemable common stock purchase warrant to purchase 60,000 shares of the
Company's common stock at a price of $0.50 per share during a period of three
years from issuance. The offering of up to $475,000 was conducted on a "best
efforts" basis through RMCC. In connection with such offering, RMCC was paid
sales commissions equal to 10% of the purchase price for each unit sold or
$2,500 per unit. RMCC sold 17 units.
The Company's ability to continue as a going concern may depend on its
ability to obtain outside financing sufficient to support it pending
identification and completion of a suitable acquisition or acquisitions and
its ability to obtain financing and consummate such acquisition or
acquisitions. There can be no assurance given that the Company will obtain
such short-term or long-term outside financing or complete the acquisition of
new business operations.
<PAGE>12
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits filed herewith:
None
(b) Forms 8-K filed during quarter:
None
SIGNATURES
Pursuant to the requirements 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.
CORNICHE GROUP INCORPORATED
(Registrant)
By /s/ James J. Fyfe
JAMES J. FYFE, Vice President and
Principal Financial Officer
Date: May 15, 1997
<PAGE>13
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> JUN-30-1996
<CASH> 449
<SECURITIES> 0
<RECEIVABLES> 165000
<ALLOWANCES> (75000)
<INVENTORY> 0
<CURRENT-ASSETS> 90449
<PP&E> 1426
<DEPRECIATION> (388)
<TOTAL-ASSETS> 91487
<CURRENT-LIABILITIES> 460554
<BONDS> 0
0
909267
<COMMON> 263037
<OTHER-SE> (1541371)
<TOTAL-LIABILITY-AND-EQUITY> 91487
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 32250
<OTHER-EXPENSES> 15912
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1800
<INCOME-PRETAX> (49962)
<INCOME-TAX> 0
<INCOME-CONTINUING> (49962)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (49962)
<EPS-PRIMARY> (0.02)
<EPS-DILUTED> (0.02)
</TABLE>
