<PAGE> 1
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 quarter period ended March 31, 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 0-14360
NOONEY INCOME FUND LTD. II, L.P.
- -------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Missouri 43-1357693
- ------------------------------------------- ----------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7701 Forsyth Boulevard, St. Louis, Missouri 63105
- ------------------------------------------- ----------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (314) 863-7700
Former name, former address and former fiscal year, if changed since last
report.
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 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 [ ].
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12,13, or 15 (d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS: 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> 2
PART I
ITEM 1 - FINANCIAL STATEMENTS:
- ------------------------------
<TABLE>
NOONEY INCOME FUND LTD. II, L.P.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
<CAPTION>
March 31, December 31,
1996 1995
(Unaudited)
------------ ------------
<S> <C> <C>
ASSETS:
Cash and cash equivalents $ 1,184,225 $ 1,092,159
Accounts receivable 199,358 320,515
Investment property, at cost:
Land 2,618,857 2,618,857
Buildings and improvements 13,232,147 13,341,502
------------ ------------
15,851,004 15,960,359
Less accumulated depreciation 3,358,145 3,225,159
------------ ------------
12,492,859 12,735,200
Investment property-held for sale 2,421,785 2,431,537
------------ ------------
14,914,644 15,166,737
Deferred expenses - At amortized cost 136,318 224,155
------------ ------------
$16,434,545 $16,803,566
============ ============
LIABILITIES AND PARTNERS' EQUITY:
Liabilities:
Accounts payable and accrued expenses $ 98,508 $ 251,779
Accrued Real Estate Taxes 479,570 606,111
Refundable tenant deposits 117,899 112,034
Mortgage note payable 7,190,000 7,190,000
------------ ------------
7,885,977 8,159,924
Partners' Equity 8,548,568 8,643,642
------------ ------------
$16,434,545 $16,803,566
============ ============
<FN>
SEE NOTES TO FINANCIAL STATEMENTS
</TABLE>
<PAGE> 3
<TABLE>
NOONEY INCOME FUND LTD. II, L.P.
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS AND PARTNERS' EQUITY
(UNAUDITED)
<CAPTION>
Three Months Ended
--------------------------
March 31, March 31,
1996 1995
------------ ------------
<S> <C> <C>
REVENUES:
Rental and other income $ 759,483 $ 450,131
Interest 5,043 9,498
------------ ------------
764,526 459,629
EXPENSES:
Interest Expense 158,110
Depreciation and amortization 164,172 112,788
Real estate taxes 169,887 89,248
Property management fees paid to Nooney Krombach Company 46,353 27,589
Reimbursement to Nooney Krombach Company for partnership management
services and indirect expenses 6,250 6,250
Other operating expenses 314,828 178,922
------------ ------------
859,600 414,797
------------ ------------
NET INCOME (LOSS) $ (95,074) $ 44,832
============ ============
NET INCOME(LOSS) PER LIMITED PARTNERSHIP UNIT $ (4.90) $ 2.31
============ ============
PARTNERS' EQUITY:
Beginning of Period $ 8,643,642 $ 8,689,086
Net Income (Loss) (95,074) 44,832
------------ ------------
End of Period $ 8,548,568 $ 8,733,918
============ ============
<FN>
SEE NOTES TO FINANCIAL STATEMENTS
</TABLE>
<PAGE> 4
<TABLE>
NOONEY INCOME FUND LTD. II, L.P.
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<CAPTION>
Three Months Ended
--------------------------
March, 31 March 31,
1996 1995
------------ ------------
<S> <C> <C>
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:
Net Income (Loss) $ (95,074) 44,832
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization 164,172 112,788
Real estate tax deposits received 337,685
Changes in assets and liabilities:
Decrease in accounts receivable 121,158 18,976
Increase in deferred assets at amortized cost (125,264) (88,220)
Decrease in accounts payable, accrued expenses and real estate taxes (279,812) (56,378)
(Decrease) Increase in refundable tenant deposits 5,865 (294)
------------ ------------
Total Adjustments 223,804 (13,128)
------------ ------------
Net cash provided by operating activities 128,730 31,704
------------ ------------
CASH FLOWS USED IN INVESTING ACTIVITIES:
Additions to investment property (36,664) (6,984)
------------ ------------
Net cash used in investing activities (36,664) (6,984)
CASH FLOWS USED IN FINANCING ACTIVITIES:
Cash distributions to partners 0 0
------------ ------------
Net cash used in financing activities 0 0
------------ ------------
NET INCREASE IN CASH 92,066 24,720
CASH AND CASH EQUIVALENTS, beginning of period 1,092,159 1,118,033
------------ ------------
CASH AND CASH EQUIVALENTS, end of period $ 1,184,225 $ 1,142,753
============ ============
CASH PAID FOR INTEREST $ 158,110 $ -0-
<FN>
SEE NOTES TO FINANCIAL STATEMENTS
</TABLE>
<PAGE> 5
NOONEY INCOME FUND LTD.II, L.P.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 1996 AND 1995
NOTE A:
Refer to the Registrant's financial statements for the year ended December 31,
1995, which are contained in the Registrant's Annual Report on Form 10-K, for a
description of the accounting policies which have been continued without
change. Also, refer to the footnotes to those statements for additional details
of the Registrant's financial condition. The details in those notes have not
changed except as a result of normal transactions in the interim periods.
NOTE B:
The financial statements include only those assets, liabilities, and results of
operations of the partners which relate to the business of Nooney Income Fund
Ltd. II, L.P. The statements do not include assets, liabilities, revenues or
expenses attributable to the partners' individual activities. No provision has
been made for federal and state income taxes since these taxes are the
responsibility of the individual partners. In the opinion of the general
partners, all adjustments (which include only normal recurring adjustments)
necessary to present fairly the financial position, results of operations and
changes in financial position at March 31, 1996 and for all periods presented
have been made.
NOTE C:
The Registrant's properties are managed by Nooney Krombach Company, a wholly-
owned subsidiary of Nooney Company. Certain general partners of the Registrant
are officers and directors of Nooney Company. Nooney Income Investments Two,
Inc., a general partner, is a 75% owned subsidiary of Nooney Company.
NOTE D:
The earnings per limited partnership unit for the three months ended March 31,
1996 and 1995 was computed based on 19,221 units, the number of units
outstanding during the periods.
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------
Liquidity and Capital Resources
- -------------------------------
Cash and cash equivalents on hand as of March 31, 1996 is $1,184,225 an
increase of $92,066 when compared to year end December 31, 1995. The increase
in cash and cash equivalents can be attributed to the Registrant receiving the
balances in certain cash reserve accounts at the time of the purchase of the
undivided interest in NorthCreek Office Park, Countryside Executive Center and
Northeast Commerce Center. Based on the current cash balances and the
properties ability to provide operating cash flow, the Registrant expects the
properties to fund anticipated capital expenditures for the remainder of 1996.
<PAGE> 6
The anticipated capital expenditures by property are as follows:
Other Leasing
Capital Capital Total
------------ ------------ ------------
NorthCreek Office Park $ 42,500 $ 38,500 $ 81,800
Tower Industrial Building 0 0 0
Northeast Commerce Center 24,500 165,700 190,200
Countryside Executive Center 80,800 214,400 295,200
Leawood Fountain Plaza (24%) 14,400 34,200 48,600
------------ ------------ ------------
$162,200 $452,800 $615,000
============ ============ ============
During the remainder of 1996, approximately $615,000 of capital expenditures
are expected. Leasing capital at the five properties includes funds for tenant
alterations and lease commissions for new and renewal leases. Other capital
expenditures at NorthCreek Office Park includes roof repairs along with some
ADA compliance work. At Northeast Commerce Center other capital has been set
aside for signage and the construction of a new demising wall. The Registrant
has forecasted for Countryside Executive Center parking lot repairs and
maintenance along with minor masonry work. Other capital expenditures at
Leawood Fountain Plaza include expenditures to the property to meet ADA
requirements, repair of minor structural problems, painting the building
exteriors, wood and stucco and repair of some of the properties sidewalks and
curbing.
In conjunction with the December 31, 1995 purchase of an undivided interest in
NorthCreek Office Park, Countryside Executive Center and Northeast Commerce
Center not previously owned by the Registrant, a loan in the amount of
$7,190,000 was obtained to fund the purchase price. The loan is secured by the
properties purchased in the transaction. The first mortgage loan has a floating
interest rate of 3/4% above the prime rate of the lender and a maturity date of
December 31, 2002. Payments have been structured whereby only interest is paid
during 1996 with principal payments commencing January 1, 1997.
As previously disclosed, the General Partners feel that the market conditions
exist whereby Countryside Executive Center should be sold. During the first
quarter of 1996 the Registrant has begun to market the property. The Registrant
feels to achieve a maximum return from the sale of the property additional
leasing should occur prior to a sale.
The future liquidity of the Registrant is dependent on its ability to fund
future capital expenditures from operations and cash reserves and maintain
occupancy. Until such time as the real estate market recovers and profitable
sale of the properties is feasible, the Registrant will continue to manage the
properties to achieve its investment objectives.
Results of Operations by Property
- ---------------------------------
The results of operations for the Registrant's properties for the quarters
ended March 31, 1996 and 1995 are detailed in the schedule below. The operating
results for NorthCreek Office Park, Northeast Commerce Center and Countryside
<PAGE> 7
Executive Center are reflective of 100% ownership for the quarter ended
March 31, 1996 while the operating results for the quarter ended March 31, 1995
reflect the following ownership: NorthCreek Office Park (45%), Northeast
Commerce Center (45%), Countryside Executive Center (50%). The ownership
percentages for Tower Industrial Building and Leawood Fountain Plaza were 100%
for both periods. Revenues and expense of the Registrant are excluded.
Tower Northeast Countryside Leawood
NorthCreek Industrial Commerce Executive Fountain
Office Park Building Center Center Plaza (24%)
------------ ------------ ------------ ------------ ------------
1996
- ----
Revenues $ 328,963 $ 47,043 $109,192 $223,021 $ 65,305
Expenses 295,396 25,161 168,700 249,770 62,791
------------ ------------ ------------ ------------ ------------
Net Income $ 33,567 $ 21,882 $(59,508) $(26,749) $ 2,514
============ ============ ============ ============ ============
1995
- ----
Revenues $ 154,975 $ 45,300 $ 47,107 $ 147,237 $ 65,497
Expenses 102,207 21,178 56,765 158,334 58,105
------------ ------------ ------------ ------------ ------------
Net Income $ 52,768 $ 24,122 $ (9,658) $(11,097) $ 7,392
============ ============ ============ ============ ============
Operating results for NorthCreek Office Park, Northeast Commerce Center and
Countryside Executive Center vary significantly when comparing the quarter
ended results from March 31, 1996 and 1995. To analyze these properties, the
Registrant will reflect operating results as if the properties were 100% owned
by the Registrant at March 31, 1996 and 1995.
NorthCreek Office Park revenues for the quarters ended March 31, 1996 and 1995
are $328,963 and $344,390, respectively. The decrease in revenues relates to
expense pass-throughs. As tenants renew their leases, they receive a new base
year for operating expense pass-throughs. Their new base year causes a
reduction in the amount of expenses than can be passed-through to the tenant.
Operating expenses for the quarter ended March 31, 1996 and 1995 are $295,396
and $227,125, respectively. The increase in expense relates to an increase in
interest expense offset by a decrease in depreciation expense. Interest
expense increased $86,999 due to the first mortgage debt the Registrant assumed
through the purchase of the undivided interest in NorthCreek Office Park (55%).
The decrease in depreciation expense also relates to the purchase. Prior to
the sale, the assets purchased were depreciated over a term of 30 years. Upon
the purchase, the assets were revalued based on the purchase price and are
depreciated over a life of 39-1/2 years.
At Tower Industrial Building the operating results for the quarter ended
March 31, 1996 and 1995 remained relatively stable.
For the quarters ended March 31, 1996 and 1995, revenues at Northeast Commerce
Center were $109,192 and $104,682, respectively. The increase in revenues is
due to an increase in occupancy during the first quarter of 1996. The
properties' expenses for the quarter ended March 31, 1996 and 1995 are $168,700
and $126,145. The increase in expenses relate to an increase in interest
<PAGE> 8
expense offset by a decrease in depreciation expense. Interest expense
increased $44,018 due to the first mortgage debt the Registrant assumed through
the purchase of the undivided interest in Northeast Commerce Center (55%). The
decrease in depreciation expense also relates to the purchase. Prior to the
sale, the assets purchased were depreciated over a term of 30 years. Upon the
purchase, the assets were revalued based on the purchase price and are
depreciated over a life of 39-1/2 years.
At Countryside Executive Center revenues for the quarter ended March 31, 1996
and 1995 are $223,021 and $294,474, respectively, The decrease in revenues of
$71,453 relates to occupancy. The average occupancy for the quarter ended
March 31, 1995 was 83% while for the quarter ended March 31, 1996 average
occupancy is 71%. Operating expenses for the quarter ended March 31, 1996 and
1995 are $249,770 and $316,668, respectively. The decrease in operating
expenses is caused by a decrease in depreciation expense offset by an increase
in interest expense. The decrease in depreciation expense of $76,737 can be
attributed to the reclassification of the property to property held for sale.
With the reclassification of the property effective December 31, 1995, under
generally accepted accounting principles, the asset can no longer be
depreciated. Interest expense increased $27,093 due to the first mortgage debt
the Registrant assumed through the purchase of the undivided interest in
Countryside Executive Center (50%).
At Leawood Fountain Plaza net income decreased $4,878 due primarily to an
increase in operating expenses. Revenues for the quarters ended March 31, 1996
and 1995 remained relatively stable. The operating expense increase can be
attributed to increases in bad debt expense ($973), insurance ($735), repairs
and maintenance ($1,322), snow removal ($1,074) and real estate taxes ($683).
The changes in occupancy levels at the Registrant properties were mixed during
the first quarter of 1996. An analysis of each properties' particular change in
occupancy will be further analyzed later in this document. The occupancy levels
at March 31 are as follows:
Occupancy Levels at March 31,
-------------------------------
PROPERTY 1996 1995 1994
--------- --------- ---------
NorthCreek Office Park 96% 97% 89%
Tower Industrial Building 100% 100% 100%
Northeast Commerce Center 61% 56% 80%
Countryside Executive Center 70% 83% 82%
Leawood Fountain Plaza (24%) 91% 92% 92%
Leasing activity during the first quarter of 1996 at NorthCreek Office Park
resulted in the renewal of one tenant totaling 1,330 square feet and the
vacating of one tenant who occupied 2,300 square feet. The Registrant signed
two new leases totaling 2,199 square feet. The tenant who vacated 2,300 square
feet downsized into 1,179 square feet within the office park. The office park
has one major tenant, with two leases that comprise 36% of the available space.
These two leases expire in December 1998 and December 2003.
Tower Industrial Building is leased to a single tenant whose lease expires on
April 30, 2000.
<PAGE> 9
At Northeast Commerce Center, the major tenant signed a lease extension
effective January 1, 1997 for a period of two years. In addition to the lease
extension, the Registrant renewed a 6,000 square foot user who also expanded
into an additional 5,000. Both the renewal and the expansion space lease become
effective March 1, 1996. As previously stated in the year end annual report
form 10-K, the Registrant is currently negotiating two new leases for
approximately 18,900 square feet for terms of five years. The property has one
major tenant that occupies 50% of the available space. Their lease expires
December 1998.
At Countryside Executive Center, the Registrant renewed one lease totaling 712
square feet and one tenant vacated 2,511 square feet. The property has no major
tenants who occupy more that 10% of the available space.
During the first quarter of 1996 leasing activity at Leawood Fountain Plaza
netted a decrease in occupancy of 1%. The Registrant executed two new leases
totaling 1,764 square feet and renewed two leases totaling 1,903 square feet.
Two tenants vacated their suites totaling 3,109 square feet. The property has
one major tenant that leases approximately 10% of the available space and their
lease expires in July 1999.
Results of Consolidated Operations 1996
- ---------------------------------------
For the quarter ended March 31, 1996 consolidated revenues are $764,526
compared to $459,629 for the quarter ended March 31, 1995. The significant
increase in consolidated revenues is a direct result of the purchase of the
undivided interest in NorthCreek Office Park (55%), Countryside Executive
Center (50%) and Northeast Commerce Center (55%). When comparing operating
results for the quarter ended March 31, 1996 to 1995 as if the purchase of the
additional undivided interest in the properties occurred December 31, 1994,
consolidated revenues are $764,526 and $868,161, respectively. The decrease in
revenues when comparing similar ownership percentages can be attributed to
Countryside Executive Center and NorthCreek Office Park. The decrease in
revenues of approximately $71,500 at Countryside Executive Center relates to
occupancy. The average occupancy for the quarter ended March 31, 1995 was 83%
while for the quarter ended March 31, 1996 average occupancy is 71%. Revenues
decreased approximately $15,500 at NorthCreek Office Park primarily due to
decreases in expense pass-through income. As tenants renew their leases they
receive a new base year for operating expense pass-throughs. Their new base
year causes a reduction in the amount of expenses that can be passed-through to
the tenant.
As of March 31, 1996 and 1995 consolidated expenses for the quarter ended are
$868,242 and $414,797. The significant increase in consolidated expenses is a
direct result of the purchase of the undivided interest in NorthCreek Office
Park (55%), Countryside Executive Center (50%) and Northeast Commerce Center
(55%). When comparing operating results for the quarter ended March 31, 1996
to 1995 as if the purchase of the additional undivided interest in the
properties occurred December 31, 1994, consolidated expenses are $868,242 and
$773,018, respectively. The increase in expenses when comparing similar
ownership percentages can be attributed to an increase in interest expense and
other operating expenses offset by a decrease in depreciation expense.
Interest expense increased $158,110 due to the first mortgage debt the
Registrant assumed through the purchase of the undivided interest in NorthCreek
Office Park (55%), Countryside Executive Center (50%) and Northeast Commerce
Center (55%). The increase in other operating expenses of $32,712 is
<PAGE> 10
attributable to professional services ($22,393), snow removal ($10,045) and
insurance ($7,743) offset by a decrease in vacancy expense ($8,739). The
decrease in depreciation expense of $79,527 can be attributed to Countryside
Executive Center and the reclassification of the property to property held for
sale. With the reclassification of the property effective December 31, 1995,
under generally accepted accounting principles, the asset can no longer be
depreciated.
Results of Consolidated Operations 1995
- ---------------------------------------
For the quarter ended March 31, 1995 and 1994 consolidated revenues were
$459,629 and 433,890, respectively. The $25,739 increase in consolidated
revenues is due to the receipt of a termination fee from a tenant at
Countryside Executive Center along with an increase in rental revenues at
NorthCreek Office Park. The rental income increase at NorthCreek Office Park is
attributable to an increase in occupancy. The increases at Countryside
Executive Center and NorthCreek Office Park were offset by a decrease in
revenues at Northeast Commerce Center. The decrease in revenues at Northeast
Commerce Center can also be attributed to occupancy, however, at Northeast
Commerce Center occupancy decreased.
Consolidated expenses for the quarters ended March 31, 1995 and 1994 were
$414,797 and 399,080, respectively. The increase in consolidated expenses
relates to increases in depreciation and amortization, other operating expenses
offset by a decrease in real estate taxes. The increase in depreciation and
amortization is a result of additional capital expenditures at Countryside
Executive Center and additional leasing capital expenditures (tenant
alterations and lease commissions) at Leawood Fountain Plaza, Countryside
Executive Center and NorthCreek Office Park. The increase in other operating
expenses is primarily due to increases in repairs and maintenance and vacancy
expenses at Northeast Commerce Center and Countryside Executive Center. Real
estate taxes decreased due to a lower assessment at Northeast Commerce Center
and small real estate tax refunds received by the Registrant relating to
Countryside Executive Center during the first quarter of 1995.
<PAGE> 11
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
- ----------------------------------------
(a) Exhibits
See Exhibit Index on Page 12.
(b) Reports on Form 8-K
On March 8, 1996, the Registrant filed a report on Form 8-K/A, which
reported an Item 2, Acquisition of Assets.
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.
NOONEY INCOME FUND LTD. II, L.P.
Date: 5/16/96 By: /s/ Gregory J. Nooney, Jr.
---------------------------------
Gregory J. Nooney, Jr.
General Partner
Nooney Income Investments Two, Inc.
By: /s/ Gregory J. Nooney, Jr.
---------------------------------
Gregory J. Nooney, Jr.
Chairman of the Board and
Chief Executive Officer
By: /s/ Patricia A. Nooney
---------------------------------
Patricia A. Nooney - Director
Senior Vice President
and Secretary
BEING A MAJORITY OF THE DIRECTORS
<PAGE> 13
EXHIBIT INDEX
Exhibit Number Description
- -------------- --------------------------------------------------------------
3 Amended and Restated Agreement and Certificate of Limited
Partnership dated February 3, 1986, is incorporated by
reference to the Registrant's Annual Report on Form 10-K for
the fiscal year ended October 31, 1986, as filed pursuant to
Rule 13a-1 of the Securities Exchange Act of 1934 (File
No. 0-14360).
27 Financial Data Schedule (provided for the information of the
U.S. Securities and Exchange Commission only)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS FOR NOONEY INCOME FUND LTD. II, L.P. AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000757764
<NAME> NOONEY INCOME FUND LTD. II, L.P.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 1,184,225
<SECURITIES> 0
<RECEIVABLES> 199,358
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,383,583
<PP&E> 15,851,004
<DEPRECIATION> 3,358,145
<TOTAL-ASSETS> 16,434,545
<CURRENT-LIABILITIES> 578,078
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 8,548,568
<TOTAL-LIABILITY-AND-EQUITY> 16,434,545
<SALES> 759,483
<TOTAL-REVENUES> 764,526
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 701,490
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 158,110
<INCOME-PRETAX> (95,074)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (95,074)
<EPS-PRIMARY> (4.90)
<EPS-DILUTED> 0
</TABLE>
