FORM 10-QSB/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarter Ended: September 30, 1996
Commission File Number: 1-8662
PROACTIVE TECHNOLOGIES, INC.
(formerly KEYSTONE MEDICAL CORPORATION)
(Exact name of registrant as specified in its charter)
Delaware 23-2265039
(State of Incorporation) (I.R.S. Employer ID No.)
7118 Beech Ridge Trail,
Tallahassee, Florida 32312
(Address of principal executive offices) (Zip Code)
(904) 668-8500
(Registrant's telephone number, including area code)
Indicate by check mark whether the 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 such shorter period that registrant was to require such
reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes __________ No ___X_____
Check whether the registrant filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange
Act after the distribution of securities under a plan confirmed
by a court. Yes ___X____No ________
The number of shares outstanding of registrant's common
stock, par value $.04 per share, as of February 1, 1997 was
13,229,342.
Transitional Small Business Disclosure Format (Check one):
Yes ________ No ___X____
PROACTIVE TECHNOLOGIES, INC.
Table of Contents
Page No.
PART I FINANCIAL INFORMATION
Item 1.(a) Introduction 3
Item 1.(b) Condensed Consolidated Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets 4
September 30, 1996 and June 30, 1996
Condensed Consolidated Statements of
Income for the Three Months
Ended September 30, 1996 and 1995 5
Condensed Consolidated Statements of
Cash Flows for the Three Months Ended
September 30, 1996 and 1995 6
Notes to Condensed Consolidated Financial
Statements 7-9
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations 10-12
PART II OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURE 13
Item 1.(a) Introduction
As reported on Form 10-QSB on October 15, 1996 and on Form 8-K filed on
February 12, 1996 (conforming copy filed on EDGAR on October 6, 1996), and
Form 8-K/A filed (electronically) on October 10, 1996, on February 12, 1996,
Proactive Technologies, Inc. ("PTE") acquired 100% of the issued and
outstanding common stock of Capital First Holdings, Inc. ("Capital First").
In connection with the preparation and audit of PTE's financial statements
for the fiscal year ending June 30, 1996, it was determined that such a
transaction was a reverse acquisition, and would be treated, for financial
reporting purposes, as the acquisition of PTE by Capital First. Under this
treatment as a reverse acquisition, the historical information is that of
Capital First. To be consistent with the reporting of the Form 10-KSB as a
reverse acquisition, this Form 10-QSB for the three months ending September
30, 1996 contains financial information for Capital First for the three months
ending September 30, 1995 as comparisons to the three months ending September
30, 1996 reported in Form 10-QSB filed May 17, 1996 (conforming copy filed on
EDGAR on October 12, 1996) are not applicable.
The amendment for this September 30, 1996 Form 10-QSB is due to the fact
that on November 16, 1996, the Company and the original owners of the 82% of
QuinStone Industries, Inc. mutually decided to rescind its original agreement
whereby the Company acquired 82% of QuinStone Industries, Inc. in exchange for
750,000 newly issued shares of restricted common stock, together with a
registration rights agreement which provided for 225,000 additional shares to
be issued if the restricted stock was not registered within one year.
Following the rescission, the Company returned and signed over all shares of
QuinStone Industries it had received, and received back its 750,000 shares.
Additionally, and contemporaneously, James H. Dahl rescinded his agreement
with the Company whereby in exchange for his 81,700 shares of Killearn
Properties, Inc. stock he received 326,800 shares of Company stock. After the
rescission, the Company returned the 81,700 shares of KPI stock and received
back its 326,800 shares of Company stock.
Because of the rescission, operations of QuinStone Industries, which were
reported in Form 10-QSB for the three months ended September 30, 1996 (filed
by EDGAR on November 14, 1996) from August 9, 1996 to September 30, 1996 have
been removed from this amended Form 10-QSB. Additionally, the Company's
interest in Killearn Properties, Inc. has been reduced by 81,700 in this
amendment, and the weighted number of outstanding shares has been reduced from
14,306,142 to 13,229, 342 to account for the return of the above shares from
the rescission of the QuinStone agreement and James H. Dahl KPI agreement.
<TABLE>
PROACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES (NOTE 1)
CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>
September 30, June 30,
1996 1996
(Unaudited)
(000's)
<S> <C> <C>
ASSETS:
Real estate inventories $36,072 $22,491
Cash and equivalents 501 271
Property and equipment, net 1,464 1,338
Deferred income taxes 294 284
Other assets 1,256 251
Investments 2,983 2,714
Notes Receivable 4,709 1,117
_________ ________
TOTAL ASSETS 47,279 28,466
========= ========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Notes payable $ 23,525 $17,709
Accounts payable and accrued expenses 891 1,108
Income taxes payable 1,486 1,099
Deferred revenue 1,467 824
Deferred compensation payable 439 559
Customer deposits 745 740
___________ ___________
Total Liabilities $ 28,553 22,039
Minority Interest $ 51 59
Stockholders' Equity:
Common stock - par value $.04
per share; authorized 60,000,000
shares; issued 14,803,018 $ 644 496
Paid-in capital 16,450 5,317
Retained earnings 1,581 555
________ _________
Total Stockholders' Equity 18,675 6,368
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 47,279 $ 28,466
========= =======
See Accompanying Notes to Condensed Consolidated Financial Statements
</TABLE>
<TABLE>
PROACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES (NOTE 1)
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<CAPTION>
Three Months Ended
September 30
1996 1995
(000's)
<S> <C> <C>
Net sales $ 6,000 $ 7,331
Cost of sales 3,769 6,087
Selling, general and administrative
expenses 515 999
____________ __________
Income from operations 1,716 245
Other Income (deductions)
Interest (expense) (365) (927)
Other income, net 107 (69)
Minority Interest ( 21) 0
____________ ____________
Income (loss) from continuing operations
before income taxes 1,437 (751)
_____________ ____________
Income tax expense (411) 0
_____________ ____________
Net income (loss) $ 1,026 $ (751)
============= ============
Net income per common and
common equivalent share -
primary and fully diluted $ .08 $ (.06)
============= ============
Adjusted shares outstanding
primary and fully diluted 13,229,342 10,739,405
Dividends paid NONE NONE
See Accompanying Notes to Condensed Consolidated Financial Statements
</TABLE>
<TABLE>
PROACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<CAPTION>
Three months ended
September 30
1996 1995
(000's)
<S> <C> <C>
Net Cash provided by operating activities (774) 1,362
______________ _________
Cash Flows from Investing Activities
Distribution from real estate ventures 21 0
Investment in real estate ventures (2) 0
Purchase of investments in equity securities (66) 0
Purchase of property and equipment 0 (1)
______________ __________
Net Cash used in investing activities (43) (1)
______________ __________
Cash Flows from Financing Activities:
Proceeds from exercise of stock warrants 890 0
Proceeds from issuance of notes payable 1,616 2,101
Repayments of amounts borrowed (1,644) (3,466)
______________ ___________
Net Cash used by financing activities 862 (1,365)
______________ ___________
Net Increase (Decrease) in Cash
and Cash Equivalents 45 (4)
______________ ___________
Cash and Cash Equivalents, Beginning of Period 154 179
______________ ___________
Cash and Cash Equivalents, End of Period $ 199 $ 175
============== ============
See Accompanying Notes to Condensed Consolidated Financial Statements
</TABLE>
Notes to Condensed Consolidated Financial Statements
(1) Basis of Financial Presentation
On February 12, 1996, Proactive Technologies, Inc. ("PTE" or the
"Company") acquired 100% of the outstanding common stock of Capital First
Holdings, Inc. ("Capital First") in a reverse acquisition in which Capital
First's sole shareholder acquired voting control of the Company. The
acquisition was accomplished through the issuance of approximately 8,559,000
shares of PTE stock which represented approximately 80% of the voting stock of
PTE immediately after the transaction. For accounting purposes, the
acquisition has been treated as a recapitalization of Capital First with
Capital First as the acquiror. The historical financial statements prior to
February 12, 1996 are those of Capital First. As a result of the acquisition,
Capital First effectively changed its accounting year end to June 30 from
December 31. Capital First is a developer of residential subdivisions with
its principal operations in Tallahassee, Florida. Pro forma financial
information is not provided since the continuing operations Capital First
acquired from PTE (i.e., Keystone Laboratories, Inc.) are insignificant.
The accompanying unaudited consolidated financial statements and related
notes have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission. Accordingly, certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been omitted
pursuant to such rules and regulations. The information furnished reflects,
in the opinion of management, all adjustments, consisting of normal recurring
accruals, necessary for a fair presentation of the results of the interim
period presented. The accompanying consolidated financial statements and
related notes should be read in conjunction with the audited financial
statements of Capital First Holdings, Inc., and notes thereto, as found in
Form 8-KA for the year ended December 31, 1995, and the Company's Form 10-KSB
for the six months ended June 30, 1996. A copy of such consolidated financial
statements and notes thereto may be obtained by writing to the Company.
(2) Acquisitions
Effective August 12, 1996, the Company acquired all of the voting common
stock of Flowers Properties, Inc., Highland Properties, Construction Company,
Inc., and Barrier Dunes development Corporation in exchange for approximately
2,565,000 shares of PTE common stock with a stated value of $3.50 per share.
Under the agreement, the number of shares may be adjusted in the event the
quoted market price of the shares at December 31, 1996 is less than $3.50 per
share and a final audited reconciliation of a current net value of at least
$8,977,500 exists. The Company is required to issue such additional shares as
necessary for the aggregate value of the total shares to approximate the
original purchase price. The purchased corporations operations principally
PROACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 1996
(continued)
consist of land development in Middle and South Georgia, and Cape San Blas,
Florida. The land owned by these corporations has been added to the land
inventory of the Company. This acquisition will be accounted for under the
purchase method of accounting.
Effective September 16, 1996, the Company acquired eighty two per cent
(82%) of the issued and outstanding shares of QuinStone Industries, Inc. In
exchange for 750,000 shares of PTE voting common stock. Additionally, the
Company had agreed to file a registration statement within the next year in
order to register the shares issued under the agreement and was contingently
obligated to issue an additional 225,000 shares of restricted stock if this
registration did not occur. QuinStone Industries is a manufacturer of
synthetic stone and marble fixtures with a plant located in Quincy, Florida.
On November 16, 1996, this transaction was rescinded by the mutual agreement
of the Company and the entities/persons which the QuinStone Industries stock
was originally acquired, thus canceling any and all remaining obligations to
register shares under the original arrangement and terminating any penalties
should registration not occur. Simultaneous with this rescission, the Company
also transferred back 81,700 shares of Killearn Properties, Inc. (AMEX:KPI)
stock to James H. Dahl in exchange for the return of 326,800 shares of Company
stock which shares had been acquired during May and August 1996 as explained
below.
During April, 1996, the Company acquired for investment purposes
approximately 8.1% of the issued and outstanding shares of Killearn
Properties, Inc.(AMEX "KPI"). KPI is in the business of real estate
development in the Stockbridge, Georgia area. The Company filed its Schedule
13D regarding this event on April 25, 1996. In May 1996, PTE proposed a
transaction with KPI whereby KPI would exchange certain assets (consisting of
the golf course and country club, a newly constructed inn and certain joint
venture interests) to KPI's then Chairman of the Board and Chief Executive
Officer, for his approximate 42% ownership interest in KPI, or 551,321 shares
of KPI voting common stock. In connection with this proposed transaction,
PTEK would be required to loan KPI $2 million dollars, which would be used to
facilitate the transfer of the assets. During August 1996, PTE acquired
approximately 85,950 additional shares of KPI stock, increasing its ownership
interest in KPI to approximately 22%. On July 29, 1996, PTE proposed to KPI's
Board of Directors that PTEK be retained to provide sales personnel and sales
training techniques in order to improve the sales of residential lots. In
addition, PTE proposed that KPI's board include two additional representatives
of PTE. On July 31, 1996, KPI's Board of Directors approved the transaction
and the PTE proposals, and an agreement was entered into on August 2, 1996
between KPI and KPI's Chairman. The split-off transaction was voted upon and
approved at KPI's shareholders' meeting held on September 30, 1996. At the
Board meeting following the shareholders' meeting, Mark A. Conner was named
Chairman of the Board of KPI. Additionally, Mark A. Conner, President of the
PROACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 30, 1996
(continued)
Company, was elected to the KPI Board of Directors, and Langdon S. Flowers,
Jr., and Robert Maloney, Jr. were named as Directors of KPI. The transaction
was completed on November 16, 1996, at which time, PTE's holdings in KPI will
be increased to approximately 25.6%.
(3) Debt
As a result of the Flowers acquisitions noted above, the Company assumed
notes payable in the aggregate approximate amount of $7,000,000, which are
secured by the land owned by the three Flowers entities.
Further, on August 20, 1996, the Company borrowed $875,000 from lenders
to finance the acquisition of some land in Tallahassee, which the Company
intends to develop.
(4) Earnings Per Share
Primary and fully diluted earnings per share are calculated based on the
following number of weighted average shares of stock outstanding including
stock options as common stock equivalent. The weighted number of shares
outstanding for the period presented was 13,229,342. This number was achieved
after the return of both 750,000 shares of PTE stock to the Company for the
rescission of the QuinStone Industries transaction, and 326,800 shares of PTE
stock to the Company for the rescission of the purchase of 81,700 shares of
KPI stock to James H. Dahl.
(5) Subsequent Events
On November 1, 1996, J.T. Williams, Jr., President resigned his position
and the Board of Killearn Properties, Inc (AMEX:KPI), and named Mark A. Conner
as President and Chief Executive Officer. The Company closed the transaction
with KPI and Williams on November 16, 1996.
PROACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
On February 12, 1996, Proactive Technologies, Inc. ("PTE")acquired 100%
of the outstanding common stock of Capital First Holdings, inc. ("Capital
First") in a reverse acquisition in which Capital First's sole shareholder
acquired voting control of the Company. For financial reporting purposes the
transaction is treated as the acquisition of PTEK by Capital First.
Accordingly, the historical results of operations and financial position are
those of Capital First and include the accounts of PTEK from February 12,
1996. As a result of the acquisition, Capital First effectively changed its
accounting year end to June 30 from December 31.
Worldwide, a manufacturer of decorative concrete, became an 80% owned
subsidiary of the Company on February 10, 1996. On September 30, 1996, the
Company purchased 15% of the remaining Worldwide stock for $7,500.00 from
Garat Oates, bringing its ownership percentage to 95%. Included in this
report is the September 30, 1996 Balance Sheet of Worldwide and the results
of operations from July 1, 1996 to September 30, 1996.
QuinStone Industries, Inc., ("QuinStone") a manufacturer of synthetic
building products, became an 82% owned subsidiary of the Company on September
9, 1996. This transaction was rescinded, however, on November 16, 1996.
Consequently, the September 30, 1996 balance sheet of QuinStone Industries and
results of operations from September 9, 1996 to September 30, 1996 are not
included in this report.
Results of Operations
Three months ended September 30, 1996 compared to three months ended September
30, 1995.
Net sales decreased $1,331,000, or 18.16% from the first three months of
1995 to the first three months of 1996. This decrease is due to several
factors. First, sales of approximately $550,000.00 from the Golden Eagle
Country Club for membership fees, restaurant sales, and other income were
included in the September 30, 1995 figures. The Country Club was sold in
October of 1995 and is no longer an asset of the Company. Further, September
30, 1995 figures contained condominium sales of $1,500,000.00. Currently, the
Company is in a development stage with regard to much of its land assets.
Specifically, it is in the process of permitting a new condominium, which it
hopes to have available for sale in 1997. Lot sales diminished only slightly,
primarily due to a lack of availability in inventory.
Cost of Sales decreased $2,318,000, or 38.1%, during the three month
period ended September 30, 1996, over the same period in 1995, which was due
primarily to a gross profit margin of approximately 61% with regard to the
sale of the commercial property in the Piney Z for $3,500,000.00. The Company
has a 67% ownership in Piney Z, which translates to $2,345,000 in sales and a
basis of $900,000. Lots sales profit margins remained fairly constant at 20%
to 21% between the three month periods ending September 30, 1996 and 1995.
Said profit margin between 19% and 21% is expected to be maintained assuming
no great fluctuations in the current interest rates.
Selling, general, and administrative ("SG&A") expenses decreased $484,000
during the three months ended September 30, 1996 as compared to the three
months ended September 30, 1995. Management attributes this cost decrease to
two primary factors: First, for the three months ended September 30, 1995,
Golden Eagle Country Club, no longer a part of the Company, had SG&A expenses
of approximately $740,000. Remaining SG&A expense was about 3.6% of sales.
SG&A for the three months ended September 30, 1996 were about 9.6%, fairly
constant with necessary additional professional and other administrative fees
associated with being a public corporation.
Interest expense decreased $562,000 or 60.6%, primarily due to the
reduction in overall debt, and the acquisition of new debt which is now
capitalized.
Other income was up $176,000 at September 30, 1996 from September 30,
1995. This increase includes $80,000 in utility rebates from the City of
Tallahassee. Also, During the three months ended September 30, 1995, the
Company recorded an approximate $63,000 loss from the sale of Northhampton
Office Park in August 1995.
Liquidity
Management believes that the Company, through the generation of cash
flow from operations and the utilization of unused borrowing capacity, has
sufficient financial resources available to maintain its current operations
and provide for its current capital expenditure requirements.
The Company intends to concentrate its future efforts on expanding
the volume of business of Capital First in Tallahassee and Vero Beach,
Florida. The Company's investment in Killearn Properties, Inc. will allow
the Company to expand into the Atlanta area. The Company is continuing to
explore other possible acquisitions in construction-related industries which
will complement its existing businesses, as well as to search out other areas
for residential and commercial development in other areas.
Financial Condition
Total assets increased a net total of $18,813,000 from June 30, 1996 to
September 30, 1996; Real estate inventories increased $13,694,000 primarily
due to the Flowers acquisitions which brought $ 15,000,000 into the land
inventories. Notes receivable increased $3,592,000 from $1,117,000 at June
30, 1996 to $4,709,000 at September 30, 1996. The bulk of this increase is
due primarily the following factors: a $2,500,000 one year note from the sale
of the Piney Z commercial property; approximately $1,300,000 in notes
receivable for the issuance of stock pursuant to warrants to raise capital;
and approximately $800,000 was acquired onto the books of the Company from the
Flowers transaction. Investments increased approximately $269,000 as a
result of the acquisition of additional shares of Killearn Properties, Inc.
(AMEX:KPI), bringing its total investment to 21.9% of the total issued and
outstanding shares of KPI.
Total liabilities increased $6,514,000 from June 30, 1996 to September
30, 1996, primarily due to the following factors: The Flowers acquisitions
brought an additional $7,000,000 in notes payable to the books of the Company,
and there was a net decrease of approximately $1,600,000 in other company
notes payable as a result of payment on overall debt; a net increase in income
taxes payable of $387,000 to $1,486,000 at September 30, 1996 from $1,099,000
at June 30, 1996; Deferred Compensation payable decreased $120,000 to $439,000
at September 30, 1996 from $559,000 at June 30, 1996 due to a distribution.
Total Shareholders' equity increased $12,307,000 to $18,675,000 at
September 30, 1996 from $6,368,000 at June 30, 1996. The increase was due
primarily to the increase in paid in capital as a result of the issuance of
common stock upon exercise of warrants as well as the Flowers acquisition.
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings
ITEM 4. Submission of Matters to a Vote of Security Holders
On February 12, 1996 in a Consent to Action in lieu of a special meeting
of shareholders of Proactive Technologies, Inc., the holders of a majority of
shares of voting stock agreed to elect the following directors of the
corporation: Mark A. Conner, Chairman of the Board, Joel C. Holt, and Robert
Maloney. The directors then elected Mark A. Conner President and Chief
Executive Officer of the Company.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits: None
(b) Reports on Form 8-K:
The following reports on Form 8-K or Form 8-K/A were prepared and filed
during the quarter ended September 30, 1996:
(1) September 26, 1996: 8-K: The Company engaged Coopers & Lybrand LLP, of
Atlanta, Georgia as its new certifying accountant. The engagement was due to
the change of the Company's management as a result of the acquisition of
Capital First Holdings, Inc. (See Form 8-K filed on February 12, 1996) and the
relocation of the Company from Tulsa, Oklahoma to Tallahassee, Florida. The
report of the former accountant, Guest & Co., P.C. of Tulsa, Oklahoma, who did
the report accompanying the Company's financial statements for the fiscal
years ended June 30, 1995 and June 30, 1994 did not contain any adverse
opinion or disclaimer of opinion. The Decision of the Company to engage new
certifying accountants was approved by the Company's Board of Directors. The
Company is not aware of any unresolved disagreements with Guest & Company,
P.C., with regard to any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure.
(2) September 30, 1996 - 8-K/A: The Company filed audited financial
statements for Capital First Holdings, Inc. for its fiscal year ended December
31, 1995 after the reverse acquisition of Capital First (See Form 8-K filed on
February 12, 1996)
SIGNATURE
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.
PROACTIVE TECHNOLOGIES, INC.
(Registrant)
Date: February 12, 1997 By: /s/ Mark A. Conner
Mark A. Conner, President,
and Chief Executive Officer
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.
PROACTIVE TECHNOLOGIES, INC
(Registrant)
Date: February 12, 1997 By: /s/ Mark A. Conner
Mark A. Conner, President,
and Chief Executive Officer
13
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-END> SEP-30-1996
<CASH> 501,262
<SECURITIES> 303,542
<RECEIVABLES> 4,709,375
<ALLOWANCES> 0
<INVENTORY> 36,071,611
<CURRENT-ASSETS> 41,282,248
<PP&E> 1,463,882
<DEPRECIATION> 0
<TOTAL-ASSETS> 47,279,000
<CURRENT-LIABILITIES> 2,843,646
<BONDS> 22,771,432
<COMMON> 267,935
0
0
<OTHER-SE> 18,084,004
<TOTAL-LIABILITY-AND-EQUITY> 47,279,000
<SALES> 6,000,137
<TOTAL-REVENUES> 6,000,137
<CGS> 3,768,690
<TOTAL-COSTS> 4,562,282
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,437,855
<INCOME-TAX> 411,985
<INCOME-CONTINUING> 1,025,870
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,025,870
<EPS-PRIMARY> .08
<EPS-DILUTED> .08
</TABLE>
