SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: 06/30/96
--------
[ ] 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: 0-17232
CAPITAL RESERVE CORPORATION
(Exact name of small business issuer as specified in its charter)
COLORADO 84-0888594
(State or other jurisdiction of incorporation or (IRS Employer
organization) Identification No.)
7860 EAST BERRY PLACE, SUITE 215, ENGLEWOOD, COLORADO 80111
(Address of principal executive offices)
(303) 220-5030
(Issuer's telephone number)
NOT APPLICABLE
(Former name, former address, and former fiscal year,
if changed since last report)
Check whether the issuer (1) has 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 No X
--- ---
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.
546,045 SHARES OF CLASS A COMMON STOCK, NO PAR VALUE, AS OF
JUNE 30, 1996
Exhibit index on page 9 Page 1 of 17 pages
<PAGE>
[John M. Hanson & Company, P.C. Letterhead]
Board of Directors
Capital Reserve Corporation
Independent Accountants' Report
The accompanying consolidated balance sheet of Capital Reserve
Corporation as of June 30, 1996, and the related consolidated statements of
operations for the three months and six months ended June 30, 1996 and 1995 and
cash flows for the six months ended June 30, 1996 and 1995, were not audited by
us, and, accordingly, we do not express an opinion on them.
Consistent with the requirements of Item 310(b) of Regulation S-B
management has elected to omit substantially all of the disclosures required by
generally accepted accounting principles. If the omitted disclosures were
included in the financial statements, they might influence the user's
conclusions about the Company's financial position, results of operations, and
its cash flows. Accordingly, these financial statements are not designed for
those who are not informed about such matters.
/s/John M. Hanson + Company PC
Denver, Colorado
July 29, 1996
2
<PAGE>
<TABLE>
CAPITAL RESERVE CORPORATION
CONSOLIDATED BALANCE SHEET
JUNE 30, 1996
(Unaudited)
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
ASSETS
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 81,554
Accounts receivable 15,314
Marketable securities 144,460
Other current assets 9,902
- -------------------------------------------------------------------------------------------------------------------
Total current assets 251,230
RENTAL PROPERTY AND EQUIPMENT - AT COST
Rental real estate $454,082
Other property 81,119
- -------------------------------------------------------------------------------------------------------------------
Total rental property and equipment 535,201
Less accumulated depreciation (105,650) 429,551
- -------------------------------------------------------------------------------------------------------------------
OTHER ASSETS 26,804
- -------------------------------------------------------------------------------------------------------------------
Total assets $707,585
===================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
CURRENT LIABILITIES
Note payable (Note B) $123,000
Accounts payable and accrued liabilities 25,584
- -------------------------------------------------------------------------------------------------------------------
Total current liabilities 148,584
STOCKHOLDERS' EQUITY
Class A common stock $3,138,102
Class B preferred stock 50,000
Accumulated deficit (2,629,101) 559,001
- -------------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $707,585
===================================================================================================================
</TABLE>
See accountants' report and notes to financial statements
3
<PAGE>
<TABLE>
CAPITAL RESERVE CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Three months ended Six months ended
June 30, June 30,
- -------------------------------------------------------------------------------------------------------------------
1996 1995 1996 1995
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenue
Insurance residuals $ 4,370 $ 3,813 $ 9,116 $ 8,747
Interest and dividends 1,977 12,775 5,063 24,949
Investment gains 42,132 7,570 49,616 7,570
Other 126 1,750 705 4,684
- -------------------------------------------------------------------------------------------------------------------
Total revenues 48,605 25,908 64,500 45,950
Expenses
General and administrative 90,664 96,827 186,824 175,324
Interest 1,294 - 1,294 -
Other 12,462 - 12,462 -
- -------------------------------------------------------------------------------------------------------------------
Total expenses 104,420 96,827 200,580 175,324
- -------------------------------------------------------------------------------------------------------------------
Net (loss) before extraordinary
items (55,815) (70,919) (136,080) (129,374)
Income from discontinued
rental operations (Note C) (1,571) 4,208 (1,871) (372)
Extraordinary item - gain on
extinguishment of debt (net
of applicable income taxes) - 68,538 - 68,538
- -------------------------------------------------------------------------------------------------------------------
Net income (loss) $(57,386) $ 1,827 $(137,951) $ (61,208)
===================================================================================================================
</TABLE>
See accountants' report and notes to financial statements
4
<PAGE>
<TABLE>
CAPITAL RESERVE CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Three months ended Six months ended
June 30, June 30,
- -------------------------------------------------------------------------------------------------------------------
1996 1995 1996 1995
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net (loss) per common share
Loss from continuing
operations $ (.10) $ (.11) $ (.24) $ (.20)
Income from discontinued
operations - .01 - -
- -------------------------------------------------------------------------------------------------------------------
Net (loss) before
extraordinary item (.10) (.10) (.24) (.20)
Extraordinary item - .10 - .10
- -------------------------------------------------------------------------------------------------------------------
Net income (loss) $ (.10) $ - $ (.24) $ (.10)
===================================================================================================================
</TABLE>
See accountants' report and notes to financial statements
5
<PAGE>
<TABLE>
CAPITAL RESERVE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Six Months Ended June 30, 1996 1995
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Operating activities:
Net loss $(137,951) $ (61,208)
Reconciling adjustments:
Depreciation and amortization 12,916 15,142
Investment gains (49,616) (7,570)
Gain on sale of assets - (4,674)
Loss (gain) on extinguishment of debt 12,462 (68,538)
Changes in assets and liabilities:
Other current assets 15,815 8,895
Accounts payable and accrued liabilities (22,277) 5,887
- -------------------------------------------------------------------------------------------------------------------
Total adjustments (30,700) (50,858)
- -------------------------------------------------------------------------------------------------------------------
Net cash used for operating activities (168,651) (112,066)
Investing activities:
Investments in common stock (103,004) (27,385)
Sales of investments in common stock 97,241 -
Proceeds from sale of assets - 136,601
Proceeds from other investments 8,637 -
Purchase of property (23,973) (66,613)
- -------------------------------------------------------------------------------------------------------------------
Net cash provided by investing activities (21,099) 42,603
Financing activities:
Payment on note payable - related party (73,000) (115,000)
Purchase of treasury stock (2,000) (2,000)
- -------------------------------------------------------------------------------------------------------------------
Net cash used for financing activities (75,000) (117,000)
- -------------------------------------------------------------------------------------------------------------------
Net change in cash and cash equivalents (264,750) (186,463)
Cash and cash equivalents at beginning of period 346,304 844,717
- -------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 81,554 $ 658,254
===================================================================================================================
</TABLE>
See accountants' report and notes to financial statements
6
<PAGE>
CAPITAL RESERVE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30,1996
(Unaudited)
- --------------------------------------------------------------------------------
NOTE A - MANAGEMENT'S STATEMENTS
In the opinion of management, the accompanying unaudited consolidated financial
statements contain all adjustments (all of which are normal and recurring in
nature) necessary to present fairly the financial position of Capital Reserve
Corporation as of June 30, 1996, and the results of operations for the three
months and six months ended June 30, 1996 and 1995, and cash flows for the six
months ended June 30, 1996 and 1995. The Notes to the Consolidated Financial
Statements which are contained in the Form 10-K should be read in conjunction
with these consolidated financial statements.
- --------------------------------------------------------------------------------
NOTE B - NOTE PAYABLE
In May, 1996 the Company settled a disputed note payable to a stockholder. The
Company paid the stockholder $73,000 cash and issued a new $123,000 note payable
in settlement of the $183,538 recorded payable balance. A settlement expense of
$12,462 was recorded. The new $123,000 note was paid upon the sale of the
building.
- --------------------------------------------------------------------------------
NOTE C - BUILDING SALE
On July 3, 1996 the Company sold the building which was the source of its rental
revenue. The Company has estimated they will have a gain on sale of $120,000 in
the third quarter. Net rental revenues and expenses have been classified as
discontinued operations in these financial statements.
The Company has leased space from the new owners for twelve months commencing
July 1, 1996 for $750 per month.
- --------------------------------------------------------------------------------
NOTE D - FUTURE PLANS
The Company has no source of operating revenues after the sale of the building.
Management is exploring various possible future business opportunities.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
LIQUIDITY AND CAPITAL RESOURCES
Working capital at June 30, 1996 was $102,646, as compared to $245,017 at
December 31, 1995. The decrease in working capital is attributed to cash used in
operations. If the Company should generate an operating loss for the current
fiscal year comparable to the loss incurred for 1995, a substantial portion of
the Company's remaining cash and working capital will be depleted. The Company
has no external sources of cash.
As indicated in Note C of the Notes to Consolidated Financial Statements, the
Company sold its rental real estate on July 3, 1996 for an estimated gain on
sale of $120,000. As a result, the Company's cash and working capital will be
increased in the third quarter.
Current liabilities at June 30, 1996 included a note payable of $123,000, which
was issued in settlement of a disputed note payable of $183,538, together with
$75,000 cash. A settlement expense of $12,462 was recorded, as well as $2,000
for the purchase of stock. The new $123,000 note was paid upon the sale of the
building. As part of the settlement terms, the holder of the note returned his
33,333 shares of Class A common stock back to the Company.
RESULTS OF OPERATIONS
Due to the sale of the Company's rental real estate, the Company has no present
source of operating revenues. Rental operations are reflected as discontinued
operations in the statement of operations.
General and administrative expenses for the three and six months ended June 30,
1996 include legal fees of $18,011 and $38,093, respectively, incurred in
connection with the dispute over the note payable described above and a lawsuit
with regard to a former subsidiary of the Company which was initiated in October
1995. While the dispute over the note payable is finally resolved, management of
the Company expects to incur a significant amount of legal fees during the
current fiscal year while the lawsuit is pending.
General and administrative expenses for the three and six months ended June 30,
1996 also include salaries of $40,500 and $81,000, employee benefits expense of
$7,710 and $14,632, and related payroll tax expenses of $3,266 and $6,655,
respectively.
As compared to the six months ended June 30, 1995, operating expenses for the
current period were 14.4% higher. However, the net loss for the six months ended
June 30, 1996 increased by 125.4% over that of the same period in 1995 due to
the extraordinary gain on extinguishment of debt recorded in 1995.
The Company's present business operations do not generate sufficient revenues to
cover its operating expenses. The Company will have to obtain other business
operations or severely reduce its operating expenses to remain viable.
8
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
In May 1996, the Company reached a settlement with Joseph T.
Flynn in the amount of $198,000, and Mr. Flynn returning his
33,333 shares of Class A common stock back to the Company.
ITEM 2. CHANGES IN SECURITIES.
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
ITEM 5. OTHER INFORMATION.
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS.
REGULATION
S-K NUMBER EXHIBIT
10.1 Settlement Agreement and Mutual General Release
27 Financial Data Schedule
(b) REPORTS ON FORM 8-K. None.
9
<PAGE>
SIGNATURE
In accordance with the requirements of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
CAPITAL RESERVE CORPORATION
(Registrant)
Date: August 14, 1996 By:/S/ RALPH W. NEWTON, JR.
---------------------------
Ralph W. Newton, Jr.
Principal Financial and
Accounting Officer and President
14:06-30-96.10q
10
<PAGE>
SETTLEMENT AGREEMENT
AND
MUTUAL GENERAL RELEASE
This Settlement Agreement and Mutual General Release ("Agreement") is
entered into by and between Joseph T. Flynn ("Flynn") and Jacqueline M. Flynn
(collectively "Flynns"); Capital Reserve Corporation, a Colorado Corporation and
its subsidiaries (the "Corporation"); and Ralph W. Newton, Jr. ("Newton")
collectively the "Parties."
WHEREAS, Flynns have entered into certain transactions involving the
Corporation, its subsidiaries and Newton, including but not limited to a Stock
Exchange Agreement, amendments, supplements, addenda and loans; and
WHEREAS, Flynn served at various times as a director of the Corporation
and its subsidiaries; and
WHEREAS, Flynn has commenced a civil action against the Corporation and
Newton concerning certain disputes and claims pending in District Court, City
and County of Denver, Colorado, Case No. 95 CV 1105, and the Corporation has
asserted counterclaims therein against Flynn; and
WHEREAS, the Parties have, through settlement negotiations, determined
that it is not in the Parties' best interest to adjudicate the matters which
gave rise to the differences between them, and to avoid the risks, uncertainties
and considerable expense of trial, they wish to enter into a full and final
settlement of all matters asserted in Case No. 95 CV 1105, or which could have
been asserted or adjudicated between them, without further cost or expense and
without any findings of fact or conclusions of law.
NOW THEREFORE, in consideration of the promises, mutual general
release, relinquishment of certain legal rights, payment of the sums set forth
in herein, return of all Flynns' corporate stock and other good and valuable
consideration which is hereby acknowledged, the Parties agree as follows:
1. It is stipulated and agreed by the Parties that this matter shall be
fully and finally settled upon the following terms:
A. Flynns shall be paid a total of $198,000 in full and complete
settlement of all of Flynn's claims, as follows:
i. Flynns shall be paid $75,000 by a check drawn on the
trust account of Alexander Law Firm, P.C. at the time
of the execution of this Agreement.
G:\2864.02\settle2.agr
<PAGE>
ii. Capital Reserve will execute and deliver a promissory
note payable to Flynns in the amount of $123,000 to
be paid at the time of closing on the sale of certain
property owned by Capital Reserve located at 7860
East Berry Place, Englewood, Colorado, which closing
is presently scheduled to occur at the end of July,
1996. Said note shall bear no interest unless not
paid by September 1, 1996, and shall then bear
interest from September 1, 1996 at 8% per annum until
paid. Said note shall be secured by a first deed of
trust on that property owned by Capital Reserve
located at 7860 East Berry Place, Englewood,
Colorado. If the building is not sold as set forth
above prior to September 1, 1996, the full amount of
$123,000 is due and payable on or before December 31,
1996.
B. The Parties shall file a stipulated motion to dismiss Case No.
95 CV 1105 with prejudice with each party to pay its own costs and
attorney's fees.
C. Further, Capital Reserve Corporation shall furnish to Flynn
the December 31, 1995 financial statement of the Corporation on or
before December 31, 1996.
D. Flynns agree to return to the treasury of the Corporation
stock certificate no. R482 representing 333,333 shares of stock of
Capital Reserve Corporation at the time of the payment of the $75,000
and delivery of the promissory note, and hereby warrant that they do
not own any other shares of stock in the Corporation.
E. The Parties agree that this Agreement is for the purpose
of effecting an amicable end to all disputes between the Parties and
that this Agreement may not be construed in any manner as an admission
of liability or wrongdoing on the part of any Parties to this
Agreement, which wrongdoing all Parties specifically deny.
F. The Parties agree that all tax consequences arising from this
Agreement shall be the sole responsibility of the party paying and the
party receiving any benefit or proceeds by any act of this Agreement
which may be deemed by the Internal Revenue Service to be a taxable
event and no party has made any representation to the other regarding
the taxation consequences of this Agreement.
2. In consideration of the release contained herein and the total sum of
$198,000.00, the receipt and sufficiency of which is hereby acknowledged,
Flynns, for themselves and their successors and assigns, hereby fully and
forever release and discharge the Corporation and Newton, their successors,
assigns, heirs, personal representatives, employees, officers, directors, agents
and their counsel ("Releasees") from any and all claims, demands, obligations,
actions, liabilities and damages of every kind and nature whatsoever, in law or
in equity, whether known or unknown to them, which they may have against
Releasees, by reason of any act or omission by them in any capacity, from
January 1, 1988 through the date of execution of this Agreement, including,
without limitation, those arising from or based upon any transaction arising
from a
G:\2864.02\settle2.agr 2
<PAGE>
Stock Exchange Agreement dated April 28, 1988, its amendments, supplements, and
addenda thereto, any loan agreements or trust agreements, or other contractual
or fiduciary relationships between the parties hereto, for any claims for
damages asserted in Case No. 95 CV 1105 or which could have been asserted by
Flynns against Releasees as well as any acts which any Releasees may have
performed or failed to perform in their capacity as counsel to the Corporation
and its subsidiaries or as members of the Board of Directors of the Corporation
and its subsidiaries, and arising from or based upon any activities in
connection with the Corporation and its subsidiaries.
[33,333 reverse split once upon a time]
3. In consideration of the release contained herein, and the return to the
corporate treasury of the stock certificate representing 333,333 shares of
Corporation stock, the sufficiency of which is hereby acknowledged, the
Corporation and Newton for themselves, their employees, officers, directors,
agents, counsel, heirs, personal representatives, successors and assigns, hereby
fully and forever release and discharge Flynns and their heirs and personal
representatives, successors and assigns from any and all claims, demands,
obligations, actions, liabilities, and damages of any kind and nature whatsoever
in law or equity whether known or unknown to them and which were asserted
against Flynn in Case No. 95 CV 1105 or which they may have against Flynns by
any act or omission by Flynns in any capacity from January 1, 1988 through the
date of execution of this Agreement, including without limitation those arising
from or based upon the Stock Exchange Agreement dated April 28, 1988, its
amendments, supplements or addenda thereto, or based upon Flynn's acting as a
director of the Corporation or its subsidiaries, or as their consulting actuary.
4. The Parties warrant that no assignment or transfer of any claim
released herein has occurred and agree to indemnify and hold harmless the other
from any released claim brought by any third party whether by way of assignment,
transfer or otherwise.
5. The Parties agree that the terms and conditions of this Agreement are
contractual in nature and shall be enforceable in an action at law. Any
proceedings necessary to enforce the terms of this Agreement shall be resolved
by way of binding arbitration. The final resolution of the arbitrator(s) shall
be binding on all Parties to this Agreement. In the event that any Party is
required to enforce any of the terms or provisions of this Agreement, the
prevailing Party shall be entitled to recover all costs and reasonable
attorney's fees related to such action.
6. If any judicial body determines that any provision, paragraph, sentence
or sub-part of this Agreement is invalid, that provision, paragraph, sentence or
sub-part shall be severable from the remainder of this Agreement and shall not
affect the validity of the remaining portions of this Agreement.
7. This Agreement constitutes the entire agreement between the Parties and
may not be amended unless in writing and signed by all parties hereto.
8. All Parties confirm that they have fully read and understand this
Agreement and enter into same voluntarily and have consulted with legal counsel
of their own choosing as they deem necessary.
G:\2864.02\settle2.agr 3
<PAGE>
9. This Agreement may be signed in counterparts which shall collectively
represent the agreement of all the Parties.
IN WITNESS WHEREOF, this instrument was executed this 16TH day of MAY,
1996. ---- ----
- ------------------------------ /S/RALPH W. NEWTON, JR.
Joseph T. Flynn Ralph W. Newton, Jr.
- ------------------------------ CAPITAL RESERVE CORPORATION
Jacqueline M. Flynn
By:/S/RALPH W. NEWTON, JR.
Its:PRESIDENT
G:\2864.02\settle2.agr 4
<PAGE>
9. This Agreement may be signed in counterparts which shall collectively
represent the agreement of all the Parties.
IN WITNESS WHEREOF, this instrument was executed this 17 day of MAY,
1996. ---- ----
/S/JOSEPH FLYNN --------------------------------
Joseph T. Flynn Ralph W. Newton, Jr.
/S/JACQUELINE M. FLYNN CAPITAL RESERVE CORPORATION
Jacqueline M. Flynn
By:
------------------------------
Its:
-----------------------------
G:\2864.02\settle2.agr 5
<PAGE>
STATE OF CALIFORNIA )
) ss:
COUNTY OF ALAMEDA )
The foregoing Settlement Agreement and Mutual General Release was
subscribed and sworn to before me this 17TH day of May, 1996, by Joseph T.
Flynn. --------
WITNESS my hand and official seal.
My commission expires: /S/JEANNIE B. COLLINS
DEC. 7, 1998 Notary Public
- ---------------------
[Notary Seal]
STATE OF CALIFORNIA )
) ss:
COUNTY OF ALAMEDA )
The foregoing Settlement Agreement and Mutual General Release was
subscribed and sworn to before me this 17TH day of May, 1996, by Jacqueline
M. Flynn. -------
WITNESS my hand and official seal.
My commission expires: /S/JEANNIE B. COLLINS
DEC. 7, 1998 Notary Public
- ---------------------
[Notary Seal]
G:\2864.02\settle2.agr 6
<PAGE>
STATE OF COLORADO )
) ss:
COUNTY OF ARAPAHOE )
------------
The foregoing Settlement Agreement and Mutual General Release was
subscribed and sworn to before me this 16TH day of May, 1996, by Ralph W.
Newton, Jr.
WITNESS my hand and official seal.
My commission expires: /S/MARY LYNNE PETERS
JULY 9, 1998 Notary Public
- ---------------------
STATE OF COLORADO )
) ss:
COUNTY OF ARAPAHOE )
------------
The foregoing Settlement Agreement and Mutual General Release was
subscribed and sworn to before me this 16TH day of May, 1996, by RALPH W.
NEWTON, JR., as PRESIDENT of Capital Reserve Corporation, a Colorado
corporation.
WITNESS my hand and official seal.
My commission expires: /S/MARY LYNNE PETERS
JULY 9, 1998 Notary Public
- ---------------------
G:\2864.02\settle2.agr 7
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET, CONSOLIDATED STATEMENTS OF OPERATIONS, CONSOLIDATED
STATEMENTS OF CASH FLOWS AND THE NOTES THERETO, FOUND ON PAGES 3 THROUGH 7 OF
THE COMPANY'S FORM 10-QSB FOR THE PERIOD OF DECEMBER 31, 1996 TO JUNE 30, 1996
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 81,554
<SECURITIES> 144,460
<RECEIVABLES> 15,314
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 251,230
<PP&E> 535,201
<DEPRECIATION> 105,650
<TOTAL-ASSETS> 707,585
<CURRENT-LIABILITIES> 148,584
<BONDS> 0
0
50,000
<COMMON> 3,138,102
<OTHER-SE> (2,629,101)
<TOTAL-LIABILITY-AND-EQUITY> 707,585
<SALES> 0
<TOTAL-REVENUES> 64,500
<CGS> 0
<TOTAL-COSTS> 186,824
<OTHER-EXPENSES> 12,462
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,294
<INCOME-PRETAX> (136,080)
<INCOME-TAX> 0
<INCOME-CONTINUING> (136,080)
<DISCONTINUED> (1,871)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (137,951)
<EPS-PRIMARY> (.24)
<EPS-DILUTED> (.24)
</TABLE>
