<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
--------------
[ ] 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 : 0-17287
-------
GLOBAL OUTDOORS, INC.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Alaska 33-0074499
- ------------------------- ----------------------------
(State or other Juris- (IRS Employer Identification
diction of incorporation Number)
or organization)
43445 Business Park Drive, Suite 113
Temecula, California 92590
- --------------------------------------------------------------------------------
(Address and zip code of principal executive offices)
(909) 699-4749
- --------------------------------------------------------------------------------
(Issuer's telephone number, including area code)
- --------------------------------------------------------------------------------
(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 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 the filing requirements for at least
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:
Number of Shares Outstanding
Class at August 30, 1999
----- ------------------------------------
Common Stock, $.02 par value 5,266,073
-1-
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
FINANCIAL STATEMENTS
PART I - ITEM 1
-----------------------------------------
For the quarter ended March 31, 1999
-----------------------------------------
GLOBAL OUTDOORS, INC.
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<PAGE>
<TABLE>
GLOBAL OUTDOORS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<CAPTION>
ASSETS
March 31 December 31
------------- -------------
1999 1998
------------- -------------
(unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 940,052 $ 326,225
Accounts receivables, net of allowance for
doubtful accounts of $54,766 382,228 405,350
Inventories 39,302 45,454
Income tax refunds receivable - 1,549
Receivable from stockholders 11,063 8,850
Other current assets 15,815 1,422
------------- -------------
Total current assets 1,388,460 788,850
Property, plant and equipment, net:
Membership recreational mining properties 1,090,756 1,025,850
Alaska recreational mining properties 1,431,754 1,452,640
Outdoor channel equipment and improvements 265,574 263,769
Other equipment and leasehold improvements 205,545 168,189
------------- -------------
Property, plant and equipment, net 2,993,629 2,910,448
Trademark, net of accumulated amortization of
$20,430 and $18,606 89,168 90,992
Deposits and other assets 27,700 42,200
------------- -------------
Totals $ 4,498,957 $ 3,832,490
============= =============
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements
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<PAGE>
<TABLE>
GLOBAL OUTDOORS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' DEFICIT
<CAPTION>
March 31 December 31
------------- -------------
1999 1998
------------- -------------
(unaudited)
<S> <C> <C>
Current Liabilities
Accounts payable and accrued expenses $ 409,213 $ 547,229
Customer deposits 229,534 -
Current portion of notes and capital lease
obligations payable 1,003,287 999,038
Current portion of stockholder loans 1,770 1,770
------------- -------------
Total current liabilities 1,643,804 1,548,037
Stockholder loans, net of current portion 436,079 462,637
Other notes and capital lease obligations payable,
net of current portion 223,294 339,217
Deferred revenue 1,458,633 1,431,823
Deferred satellite rent obligations 574,865 474,920
Deferred compensation 265,000 260,000
------------- -------------
Total liabilities 4,601,675 4,516,634
------------- -------------
Minority interest in subsidiary 237,074 40,102
------------- -------------
Stockholders' deficit:
Convertible preferred stock, nonvoting, 10%
noncumulative, no liquidation preference.
$.001 par value; 10,000,000 shares
authorized; 60,675 shares issued and
outstanding 61 61
Common stock, $.02 par value; 50,000,000 shares
authorized; 5,253,937 shares issued and
outstanding 105,079 105,079
Common stock subscriptions receivable (221,250) (221,250)
Additional paid-in capital 3,313,777 3,313,777
Accumulated deficit (3,537,459) (3,921,913)
------------- -------------
Total stockholders' deficit (339,792) (724,246)
------------- -------------
Totals $ 4,498,957 $ 3,832,490
============= =============
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements
-4-
<PAGE>
<TABLE>
GLOBAL OUTDOORS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>
Three Months Ended March 31 December 31
---------------------------------- -------------
(unaudited)
Revenues: 1999 1998 1998
-------------- ------------- -------------
<S> <C> <C> <C>
Membership services $ 846,534 $ 695,695 $ 3,577,522
Advertising 761,676 414,355 2,213,660
Subscriber fees 142,567 10,756 124,434
Trips and outings - - 770,297
-------------- ------------- -------------
Total revenues 1,750,777 1,120,806 6,685,913
-------------- ------------- -------------
Expenses:
Satellite transmission fees 518,685 517,821 2,278,956
Advertising and programming 48,827 90,680 274,237
Trips and outings - - 516,283
Selling, general and administrative 1,170,079 777,375 3,577,444
-------------- ------------- -------------
Total expenses 1,737,591 1,385,876 6,646,920
-------------- ------------- -------------
Income (loss) from operations 13,186 (265,070) 38,993
Other income (expense):
Gain on sale of common stock of subsidiary 408,859 398,895 903,423
Interest, net (48,463) (31,517) (217,515)
-------------- ------------- -------------
Income before provision for income
taxes and minority interest 373,582 102,308 724,901
Provision for income taxes 800 - 800
-------------- ------------- -------------
Income before minority interest 372,782 102,308 724,101
Minority interest in net loss of consolidated
subsidiary 11,670 17,280 99,815
-------------- ------------- -------------
Net income $ 384,452 $ 119,588 $ 823,916
============== ============= =============
Earnings per common share:
Basic $ 0.07 $ 0.03 $ 0.18
============== ============= =============
Diluted $ 0.07 $ 0.03 $ 0.15
============== ============= =============
Weighted average number of common shares outstanding:
Basic 5,253,937 4,498,749 4,457,593
============== ============= =============
Diluted 5,253,937 4,498,749 5,541,768
============== ============= =============
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements
-5-
<PAGE>
<TABLE>
GLOBAL OUTDOORS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
Three Months Ended March 31
------------------------------------
1999 1998
------------------------------------
(unaudited)
<S> <C> <C>
Operating activities:
Net income $ 384,452 $ 119,588
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation and amortization 61,744 56,381
Rent expense paid through offsets against
stockholder note receivable - 12,750
Interest on stock subscription receivable (2,212) (2,212)
Gain on sale of common stock of subsidiary (408,859) (398,895)
Minority interest in net loss of consolidated
subsidiary (11,670) (17,280)
Cash provided by (used in) changes in operating assets
and liabilities:
Accounts receivable 23,122 54,372
Inventories 6,152 3,172
Income tax refunds receivable 1,549 10,463
Other current assets (14,393) (175,960)
Deposits and other assets 14,500 (21,095)
Accounts payable and accrued expenses (138,016) (315,023)
Deferred revenues 26,810 70,714
Deferred rent obligations 99,945 6,821
Deferred compensation 5,000 15,000
Customer deposits 229,534 286,251
------------- -------------
Net cash provided by (used in) operating activities 277,658 (294,953)
------------- -------------
Investing activities:
Purchase of property, plant and equipment (143,101) (44,630)
Expenditures for trademarks - (884)
------------- -------------
Net cash used in investing activities (143,101) (45,514)
------------- -------------
Financing activities:
Return of funds to investors - (1,600)
Principal payments on long-term debt and capital leases (111,674) (80,138)
Net proceeds (payments) on stockholder loans (26,558) 50,378
Sale of subsidiary stock to the public 617,502 435,000
------------- -------------
Net cash provided by financing activities 479,270 403,640
------------- -------------
Net increase in cash and cash equivalents 613,827 63,173
Cash and cash equivalents, beginning of period 326,225 373,368
------------- -------------
Cash and cash equivalents, end of period $ 940,052 $ 436,541
============= =============
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements
-6-
<PAGE>
GLOBAL OUTDOORS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. ORGANIZATION, MANAGEMENT STATEMENT AND REFERENCE TO FORM 10-KSB
Organization
- ------------
Global Outdoors, Inc. (the "Company") owns a majority interest in The Outdoor
Channel, Inc. ("The Outdoor Channel" or "Channel"), a national television
network devoted primarily to traditional outdoor activities, such as hunting,
fishing, shooting sports, rodeo and recreational gold prospecting. The Company
has a variety of other business activities. The Company receives revenues from
the sale of memberships in a gold prospecting club, Gold Prospectors'
Association of America, Inc. ("GPAA") and from the sale of memberships in Lost
Dutchman's (LDMA-AU, Inc.) which entitle members to engage in recreational
prospecting on its California, Oregon, Alaska, Nevada, Arizona, Colorado,
Georgia, North Carolina and South Carolina properties. The Company has signed a
mutual use agreement with another organization whose members are entitled to
engage in recreational mining on certain of each other's properties. The Company
receives revenues from its Trips and outings division which includes its "Alaska
trip," a recreational gold mining expedition to the Company's Cripple River
property located near Nome, Alaska, advertising revenue in a bi-monthly
magazine, advertising revenues through cable television programming on The
Outdoor Channel, Inc. and through merchandise sales. Effective July 23, 1996,
the Company changed its name from Global Resources, Inc. to Global Outdoors,
Inc.
Management Statement
- --------------------
The interim financial statements for the periods reported include all
adjustments which in the opinion of management are necessary in order to make
the financial statements not misleading.
Reference to Form 10-KSB
- ------------------------
Please refer to the Company's Form 10-KSB for the year ended December 31, 1998
for additional information and disclosures which may be of interest to the
reader hereof.
NOTE 2. GAIN FROM THE SALE OF SUBSIDIARY'S STOCK
During the quarter ended March 31, 1999, 182,084 shares of The Outdoor Channel's
Common Stock were sold by the Channel to investors for $308,751 and 182,084
shares of The Outdoor Channel's Common Stock were sold by the Company to
investors for $308,751, decreasing the Company's ownership interest in The
Outdoor Channel to 84%. Pursuant to SAB 51 and SAB 84, changes in a parent's
ownership percentage in a subsidiary caused by issuances of the subsidiary's
stock can be recognized in consolidation as gains or losses under certain
conditions. Such gains have been included in the Company's Statement of
Operations where the Company is reporting a consolidated gain.
NOTE 3. STOCKHOLDERS' EQUITY
On September 12, 1994, the Company effected a 2 for 1 forward split of its
common stock. On March 4, 1992, the Company effected a 1 for 20 reverse split of
its common stock. On May 1, 1989, the Company distributed a 10% common stock
dividend. Share amounts and prices herein have been adjusted to reflect the
foregoing splits.
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<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This report on Form 10-QSB contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. The Company intends that such forward-looking
statements be subject to the safe harbors created thereby. This report should be
read in conjunction with the Company's report on Form 10-KSB for the year ended
December 31, 1998.
Comparison of Quarters Ended March 31, 1999 and March 31, 1998
REVENUES. The Company's revenues include revenues from advertising fees,
GPAA and Lost Dutchman's membership sales, product sales and Trips and outings
sales. Advertising fees result from the sale of advertising time on The Outdoor
Channel and from advertising space in publications such as the Gold Prospector
magazine. Revenues for the quarter ended March 31, 1999 were $1,750,777, an
increase of $629,971, or 56%, compared to revenues of $1,120,806 for the quarter
ended March 31, 1998. This increase was the result of changes in several items
composing revenue. Advertising increased significantly to $761,676 for the
quarter ended March 31, 1999 from $414,355 for the quarter ended March 31, 1998,
primarily due to an increase in advertising revenue on The Outdoor Channel.
Subscriber fees increased dramatically to $142,567 for the quarter ended March
31, 1999 from $10,756 for the quarter ended March 31, 1998, primarily due to
carriage of The Outdoor Channel on the Dish Network. Membership services
increased significantly to $846,534 for the quarter ended March 31, 1999 from
$695,695 for the quarter ended March 31, 1998.
EXPENSES. The Company's expenses consist primarily of the cost of satellite
transponder and uplink facilities, programming, advertising and promotion, sales
and administrative salaries, office expenses and general overhead. Expenses for
the quarter ended March 31, 1999 were $1,737,591, an increase of $351,715, or
25%, compared to $1,385,876 the quarter ended March 31, 1998. This increase was
primarily the result of an increase in selling, general and administrative
expenses which increased significantly to $1,170,079 for the quarter ended March
31, 1999, compared to $777,375 for the quarter ended March 31, 1998. This
increase was due primarily to growth at The Outdoor Channel. Advertising and
programming decreased substantially to $48,827 for the quarter ended March 31,
1999, compared to $90,680 for the quarter ended March 31, 1998, due to less
emphasis in this area by management. Satellite transmission fees remained near
the same level at $518,685 for the quarter ended March 31, 1999 compared to
$517,821 quarter ended March 31, 1998, due to satellite transponder expenses
plateauing.
INCOME BEFORE PROVISION FOR INCOME TAXES AND MINORITY INTEREST. Income
before provision for income taxes and minority interest increased substantially
as a percentage of revenues to 21% for the quarter ended March 31, 1999 from 9%
for the quarter ended March 31, 1998. This was due primarily to the Company
having income from operations of $13,186 for the quarter end March 31, 1999,
compared to a loss from operations of $(265,070) for the quarter ended March 31,
1998. Gain on sale of common stock of subsidiary and Gain on sale of common
stock in subsidiary was a combined $408,859 for the quarter ended March 31, 1999
compared to $398,895 for the quarter ended March 31, 1998. During the quarter
ended March 31, 1999, 182,084 shares of The Outdoor Channel's Common Stock were
sold by The Outdoor Channel to investors for $308,751 and 182,084 shares of The
Outdoor Channel's Common Stock were sold by the Company to investors for
$308,751, decreasing the Company's ownership interest in The Outdoor Channel to
84%. The sale of subsidiary stock was the result of the Company's execution of
its plan to place The Outdoor Channel on a self supporting basis which was
effectuated, in part, by selling a part of The Outdoor Channel to outside
investors. These sales occurred for the first time in the fourth quarter of 1997
and ended effective March 5, 1999.
-8-
<PAGE>
General
Global Outdoors, Inc. (the "Company" or "Global") is the principal owner of
The Outdoor Channel, Inc. which owns and operates The Outdoor Channel ("The
Outdoor Channel" or "Channel"), the first national television network devoted
primarily to traditional outdoor activities, such as hunting, fishing, shooting
sports, rodeo and recreational gold prospecting. The Company also owns and
operates related businesses which serve the interests of viewers of The Outdoor
Channel and other outdoor enthusiasts. These related businesses include,
LDMA-AU, Inc. ("Lost Dutchman's"), Gold Prospectors' Association of America,
Inc. ("GPAA") and the Trips Division. Lost Dutchman's is a national recreational
gold prospecting campground club with over 5,000 members and properties in
California, Alaska, Oregon, Nevada, Arizona, Colorado, Georgia, South Carolina
and North Carolina. GPAA is the largest recreational gold prospecting club in
the world with approximately 35,000 active members. GPAA also sells products and
services related to recreational gold prospecting and is the publisher of the
Gold Prospector magazine. The Company's Trips and outings Division sponsors
unique recreational prospecting trips to the historic Mother Lode area of
California and to the Company's 2300 acre camp, located 11 miles west of Nome,
Alaska.
The Company has been selling its GPAA club memberships since its
incorporation in 1984. From 1968 to 1984, GPAA memberships were sold by the
proprietorship owned by the Company's founders. GPAA membership sales took a
marked upswing in 1992 in conjunction with the airing of the "Gold Prospector
Show," a show the Company has owned and produced since 1990. During 1992, the
"Gold Prospector Show" was broadcast on various television and cable channels,
for which the Company purchased air time. In 1993, GPAA launched The Outdoor
Channel and, since then, broadcasts of the "Gold Prospector Show" and related
sales of GPAA memberships have occurred almost exclusively on The Outdoor
Channel. The Company intends that The Outdoor Channel be used as a primary
vehicle to promote the Company's services and products and anticipates that it
will be a factor in the future growth of GPAA, Lost Dutchman's and the Trips
Division. In that regard, the Company entered into a long term contract with The
Outdoor Channel whereby the Company has the rights to ten hours of programming
time and thirty sixty second advertising spots per week.
Although The Outdoor Channel is not aligned with any sizable entertainment
or cable company, as are many emerging channels, it has, to date, achieved
substantial visibility in the cable industry. The Outdoor Channel is committed
to converting visibility for the Channel's programming into greater distribution
into cable households. Greater distribution will allow The Outdoor Channel to
charge higher advertising rates, command higher subscriber fees from cable
affiliates, attract more advertisers and receive greater revenues for the
Company's products.
In 1998, The Outdoor Channel signed an affiliation agreement with EchoStar
Satellite Corporation ("EchoStar"), one of the largest direct broadcast
satellite companies ("DBS") in the U.S. with approximately two and one half
million subscribers. The Outdoor Channel's launch on EchoStar's Dish Network
occurred in December 1998. Commencing February 1, 1999, The Outdoor Channel has
been available on the Dish Network on an al a carte basis (i.e stand alone) for
a fee of $1.99 per month. Through July 21, 1999, there were approximately
125,000 subscribers to The Outdoor Channel on the Dish Network. The Channel
receives a significant portion of the monthly subscriber fees.
A primary objective of the Company is for The Outdoor Channel to obtain
distribution. To accomplish this objective the Channel seeks to sign national
carriage agreements with MSOs and thereafter carriage agreements with the MSOs'
individual cable affiliates. Efforts to obtain distribution for The Outdoor
Channel to date have largely been focused on areas where there are the greatest
number of outdoor enthusiasts, mainly in rural areas of the United States. As of
August 1999 The Outdoor Channel was launched on approximately 1,600 cable
-9-
<PAGE>
systems with approximately 4.3 million subscribers. The Outdoor Channel is under
contract with or has signed national carriage agreements with over 75 of the top
100 multi-system cable operators representing over 40 million potential
households.
In December 1997, the Company instituted a plan to make The Outdoor Channel
self supporting. Since that time the Company has not advanced significant funds
to the Channel with The Outdoor Channel supporting itself primarily with its
revenues and outside investor funds. The Outdoor Channel raised $308,751 for the
quarter ended March 31, 1999. The Outdoor Channel raised $1,691,751 from private
investors from December 1, 1997 through March 5, 1999. During the quarter ended
March 31, 1999, which was the only time the Company sold Channel stock, the
Company received $308,751 from private investors by the sale of a portion of its
shares in The Outdoor Channel. As of March 5, 1999, when the offering was ended,
the Company owned approximately 84% of The Outdoor Channel. Sales of Common
Stock in the Channel are not presently contemplated in the near future.
Therefore, after March 31, 1999, it is not presently anticipated that the
Company's earnings will reflect gains resulting from such sales.
As of August 1999, the Company is generating sufficient cash flow from
operations to meet its short-term cash flow requirements. The Outdoor Channel is
also meeting its short-term cash flow requirements and is profitable. Management
believes that the Company's existing cash resources and anticipated cash flow
from operations will be sufficient to fund the Company's operations at current
and moderately expanded levels for the next twelve months. In the event that the
Company desires to grow at an accelerated rate, to the extent that its
anticipated cash flow is insufficient to finance the Company's working capital
requirements, the Company could be required to seek financing. There can be no
assurance that equity or debt financing will be available if needed, or, if
available, will be on terms favorable to the Company or its shareholders.
Significant dilution may be incurred by present shareholders as a result of any
such financing. At the current level of operations, the Company is retiring some
of its existing debt and is planning to finish significant improvements on its
Stanton Property and make further improvements to some of its other properties.
At the current level of operations, the Channel has increased its promotional
activities and has augmented its professional staff. The Company anticipates
that The Outdoor Channel will commence retiring some of its debt with the
Company in the second half of 1999. The Company presently intends to utilize
such funds to be in a position to retire a portion of its bank loan and make
Lost Dutchmans and GPAA acquisitions and improvements.
Since July 30, 1997, the Company's Common Stock has been traded on the
NASD's over the counter Bulletin Board under the symbol "GLRS." Price quotes on
the Company's Common Stock can be obtained from any stockbroker. Also, price
quotes can be obtained from a number of other sources including internet sites
on America On Line, Yahoo Finance and Paww's Financial Network.
Year 2000
Computer systems, computer software and equipment dependent on
microprocessors may cease to function or work incorrectly when the year 2000
arrives. The problem affects those systems and computer products which are
programmed to use a two digit code for the year, and may read the code "00" as
1900 rather than 2000. To prevent critical failures of important computers or
products, this problem, sometimes referred to as the"Year 2000" problem, must be
identified and corrected. Systems and equipment that will not experience this
problem are generally referred to as "Year 2000 compliant."
The Company has reviewed all its systems, and based on its review, believes
it will not have any material "in house" problems regarding the Year 2000 and is
Year 2000 compliant. The Company has not incurred any material expense regarding
this review.
-10-
<PAGE>
The Company believes that, with respect to technological operations which
are dependent on third parties, the worst case scenario for the Company would be
for critical vendors or service providers to have Year 2000 problems. These
critical vendors and suppliers include bank card processors, long distance
telephone service providers, the full time satellite provider and uplink
service. Although the significant vendors have advised us that they are in
compliance, contingency plans include alternative vendors and suppliers.
-11-
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
--------
Exhibit
Number
27 Financial Data Schedule (SEC filing only).
(b) Reports on Form 8-K
-------------------
A report on Form 8-K was filed with the Securities and Exchange
Commission on approximately January 11, 1999. Said report concerned the
change of Company auditors to J. H. Cohn LLP from Corbin & Wertz.
-12-
<PAGE>
SIGNATURES
In accordance with 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.
GLOBAL OUTDOORS, INC.
(Registrant)
Dated: September 17, 1999 By: /s/ PERRY T. MASSIE
----------------------------
PERRY T. MASSIE,
President and Chief
Executive Officer
Dated: September 17, 1999 By: /s/ RONALD D. WARD
-------------------------
RONALD D. WARD,
Controller
(Principal Financial and
Accounting Officer)
-13-
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 940,052
<SECURITIES> 0
<RECEIVABLES> 448,057
<ALLOWANCES> 54,766
<INVENTORY> 39,302
<CURRENT-ASSETS> 1,388,460
<PP&E> 4,839,275
<DEPRECIATION> 1,845,646
<TOTAL-ASSETS> 4,498,957
<CURRENT-LIABILITIES> 1,643,804
<BONDS> 0
0
61
<COMMON> 105,079
<OTHER-SE> (444,932)
<TOTAL-LIABILITY-AND-EQUITY> 4,498,957
<SALES> 1,750,777
<TOTAL-REVENUES> 1,750,777
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,737,591
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 48,463
<INCOME-PRETAX> 373,582
<INCOME-TAX> 800
<INCOME-CONTINUING> 372,782
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 384,452
<EPS-BASIC> 0.07
<EPS-DILUTED> 0.07
</TABLE>
