UNITED STATES
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 June 30, 1998
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 1-9043
B.H.I.T. INC.
(Formerly BANYAN HOTEL INVESTMENT FUND)
(Exact name of Registrant as specified in its charter)
Delaware 36-3361229
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Penn Plaza, Suite 1531, New York, N.Y. 10119
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (212) 736-7880
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 |_|
Shares of common stock outstanding as of August 3, 1998 12,403,565
Transitional Small Business Disclosure Format. Yes |_| No |X|
<PAGE>
PART 1 FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
B.H.I.T. INC.
BALANCE SHEETS
June 30, 1998 and December 31, 1997
(Unaudited)
1998 1997
ASSETS ---- ----
Cash and Cash Equivalents $ 313,575 $ 238,077
Investment in Joint Venture 1,005,000 --
Interest Receivable on Cash
and Cash Equivalents, Mortgages
and Sundry 6,805 14,188
Mortgages Receivable -- Related Party 106,189 106,189
-- Other 613,879 1,430,300
Prepaid Insurance 6,084 7,080
Other Assets 4,437 4,437
------------ ------------
Total Assets $ 2,055,969 $ 1,800,271
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Accounts Payable and Accrued
Expenses $ 17,015 $ 54,358
Note Payable -- Metro Franchising
Bakery, LLC 350,000 --
Commitments and Contingencies -- --
------------ ------------
Total Liabilities $ 367,015 $ 54,358
------------ ------------
Stockholders' Equity
Shares of Common Stock $0.01
Par Value, 20,000,000 shares
Authorized, 12,403,565 shares
Issued 87,477,847 87,477,847
Accumulated Deficit (85,780,704) (85,723,745)
Treasury Stock, at Cost, for 32,757
shares of Common Stock (8,189) (8,189)
------------ ------------
Total Stockholders' Equity $ 1,688,954 $ 1,745,913
------------ ------------
Total Liabilities & Stockholders'
Equity $ 2,055,969 $ 1,800,271
============ ============
Book Value per Share of Common Stock
(12,403,565 shares outstanding) $ 0.14 $ 0.14
------------ ------------
The accompanying notes are an integral part of the financial statements
2
<PAGE>
B.H.I.T. INC.
STATEMENTS OF INCOME AND EXPENSES
FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997
(UNAUDITED)
1998 1997
---- ----
INCOME
Interest Income on Cash and Cash
Equivalents $ 5,830 $ 8,064
Interest Income on Mortgages Receivable 77,045 32,119
Interest Income on Investment Securities -- 32,792
--------- ---------
Total Income $ 82,875 $ 72,975
========= =========
EXPENSES
Stockholder Expenses $ 4,080 $ 4,214
Other Professional Fees 32,733 22,622
General and Administrative 103,021 87,208
--------- ---------
Total Expenses $ 139,834 $ 114,044
--------- ---------
Net Income (Loss) $ (56,959) $ (41,069)
========= =========
Net Income (Loss) Per Share of
Common Stock Based on Shares
Outstanding of 12,403,565 $ (0.00) $ (0.00)
========= =========
The accompanying notes are an integral part of the financial Statements
3
<PAGE>
B.H.I.T. INC
STATEMENTS OF INCOME AND EXPENSES
FOR THE THREE MONTHS ENDED JUNE 30, 1998 AND 1997
(UNAUDITED)
1998 1997
---- ----
INCOME
Interest Income on Cash and
Cash Equivalents $ 3,792 $ 3,830
Interest Income on Mortgages Receivable 32,069 15,913
Interest Income on Investment
Securities -- 16,396
-------- --------
Total Income $ 35,861 $ 36,139
-------- --------
EXPENSES
Stockholders' Expenses $ 2,042 $ 2,145
Other Professional Fees 1,907 21,443
General and Administrative 49,414 42,017
-------- --------
Total Expenses $ 53,363 $ 65,605
-------- --------
Net Income (Loss) $(17,502) $(29,466)
======== ========
Net Income (Loss) Per Share
of Common Stock Based on
12,403,565 Shares Outstanding $ 0.00 $ 0.00
======== ========
The accompanying notes are an integral part of the financial statements
4
<PAGE>
B.H.I.T. INC.
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
Common Stock Accumulated Treasury
Shares Amount Deficit Stock Total
-------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Stockholders' Equity
(Deficit) Dec. 31, 1997 12,403,565 $87,477,847 $(85,723,745) $(8,189) $ 1,745,913
Net Loss -- -- $ (56,959) -- $ (56,959)
-------------------------------------------------------------------------------------
Balance June 30, 1998 12,403,565 $87,477,847 $(85,780,704) $(8,189) $ 1,688,954
=====================================================================================
</TABLE>
The accompanying notes are an integral part of the financial statements
5
<PAGE>
B.H.I.T. INC.
STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997
(UNAUDITED)
1998 1997
---- ----
CASH FLOWS FROM OPERATING
ACTIVITIES:
NET INCOME (LOSS) $ (56,959) $ (41,069)
Adjustments to Reconcile Net Income
(Loss) to Net Cash Provided by
(used in) Operating Activities:
Amortization of Premium or Discount
on Investment Securities -- (167)
Net Change in:
Interest Receivable on Cash
and Cash Equivalents, Investment
Securities and Mortgages 7,383 (375)
Prepaid Insurance and Expenses 996 (993)
Accounts Payable and
Accrued Expenses (37,343) (54,239)
--------- ---------
Net Cash Used in Operating Activities $ (85,923) $ (96,843)
--------- ---------
CASH FLOW FROM INVESTING
ACTIVITIES:
Investment in Joint Venture (655,000) --
Investment in Mortgages -- Net of
Amortization Received 816,421 24,425
--------- ---------
Net (Decrease) Increase in Cash
and Cash Equivalents $ 75,498 $ (72,418)
Cash and Cash Equivalents at
Beginning of Period 238,077 414,935
--------- ---------
Cash and Cash Equivalents at End
Of Period $ 313,575 $ 342,517
========= =========
The accompanying notes are an integral part of the financial statements
6
<PAGE>
B.H.I.T. INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1998
(UNAUDITED)
Readers of this quarterly report should refer to the Banyan Hotel
Investment Fund's (the "Fund's") audited financial statements for the year ended
December 31, 1997, as certain footnote disclosures which would substantially
duplicate those contained in such audited statements have been omitted from this
report.
1. FINANCIAL STATEMENT PRESENTATION
The accompanying financial statements include the accounts of the Company
and its wholly owned subsidiaries. All intercompany balances and transactions
have been eliminated in consolidation. In the opinion of management, all
adjustments necessary for a fair presentation have been made to the accompanying
financial statements as of June 30, 1998 and for the three months, ended June
30, 1998 and 1997. These adjustments made to the financial statements, as
presented, are all of a normal recurring nature to the Company unless otherwise
indicated.
2. TRANSACTIONS WITH AFFILIATES
During 1997, the Company reimbursed an affiliated company $21,534 for
Health insurance premiums paid on behalf of the Company. During the first half
of 1998, this reimbursement amounted to $10,421.
3. MORTGAGE LOANS RECEIVABLE
In May, 1993, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 114, Accounting by Creditors for Impairment
of a Loan ("FAS 114") . Effective January 1, 1995, in accordance with FAS 114,
the Company has reclassified mortgage Loans in Substantive Foreclosure to
Mortgage Loans Receivable with an appropriate allowance for loan losses
determined based on consideration of the fair value of the collateral of
discounted future cash flows to be received.
On October 10, 1995, the Company made a first mortgage loan in the amount
of $375,000 which is secured by a commercial property in New York City, as well
as by a personal guaranty of one of the principals of the borrower. The loan
calls for interest of 12% per annum with monthly payments based on a ten (10)
year amortization schedule and a balloon payment of the total balance in five
(5) years.
On February 13, 1996, the Company made a first mortgage loan in the amount
of $150,000 which is secured by a commercial property in New York City. The loan
represents less than 17% of the appraised value of the property, bears interest
at the rate of 10% per annum and calls for monthly payments on a five year
self-liquidating basis. The unpaid principal balance of $96,568 was paid in May
of 1998.
7
<PAGE>
B.H.I.T. INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1998
(UNAUDITED)
3. MORTGAGE LOANS RECEIVABLE (CONTINUED)
On February 20, 1996, the Company made a first mortgage loan in the
approximate amount of $106,000, which is secured by an industrial property in
Lake Worth, Florida. The property securing the mortgage is controlled by Harvey
Polly who has personally guaranteed the mortgage. The loan calls for 10%
interest per annum, payable monthly, with a balloon payment of principal after
five years.
On August 20, 1997, the Company made a first mortgage loan in the amount
of $1,000,000, which is secured by one commercial and one residential property
located in the Dallas, Texas area. The loan bears interest at the rate of 12%,
and calls for monthly payments of interest only. The loan was due on April 1,
1998. The principal of the corporate owners of both properties have personally
guaranteed the loan. On April 3, 1998, the due date of the loan was extended to
July 1, 1998. On April 30, 1998, the Company received a $700,000. principal
payment on this loan. On June 30, 1998 the due date for the remaining $300,000
of this loan was further extended to October 1,1998. Exhibit A, attached hereto,
are the financial statements of the borrower As of October 31, 1997, its last
fiscal year.
The carrying amount of the above mortgage loans approximates their fair
values.
4. INVESTMENT IN PARTNERSHIP
In 1991, in connection with a release from liability related to a loan
made by the Company, the Company acquired a 50% limited partnership interest in
the partnership which owns the Santa Barbara Biltmore Resort. The Company did
not record losses related to its interest in the Santa Barbara Biltmore during
1998 and 1997, since the carrying value of the partnership interest was reduced
to zero as of December, 1992 and the Company has no obligation to make
additional capital contributions to, or to pay the liabilities of, the
partnership.
8
<PAGE>
B.H.I.T. INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1998
(UNAUDITED)
5. INVESTMENT IN JOINT VENTURE
On May 28, 1998, the Company made an investment of $1,005,000 in Metro
Franchising Commissary, LLC. The Company has a 50% interest in the venture for
which it paid $655,000 upon closing, and issued its non-interest bearing note in
the amount of $350,000. The note is due on the date that is earlier of (i)
September 30, 1998 and (ii) the date which is 10 days after the date on which
demand is made by the holder.
The business of the Venture is to open Dunkin Donuts Quick Service
Restaurant locations in Exxon service stations in the New York, New Jersey and
Connecticut areas. The Venture has leased property in Long Island City, New
York, where product will be baked for delivery to the various locations. It is
expected that this facility will have the capacity to service 20 to 25
locations.
The individual locations are selected by the Venture with Dunkin Donut and
Exxon's approval. Each site is renovated, equipped and franchised by the
Venture and operated by the Station operator. All baking products are purchased
from the Venture and the operator also pays the Venture a royalty fee based on
gross sales.
At present the Venture has 18 approved sites and is renovating and
equipping the commissary. It is expected that operations will commence in
September of 1998.
The operating agreement for the Venture provides that as cash flow
develops it will first be distributed to the Company until $1,000,000 of its
investment has been returned.
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
GENERAL
B.H.I.T..Inc. (the "Company"), was formed to make mortgage loans to
affiliates of VMS Realty Partners, ("VMS"), secured by Hotel and Resort
properties. The Company has been adversely affected as a result of non-payment
of amounts due from these borrowers on mortgage loans and notes receivable. As a
result of these defaults, the Company suspended distributions to shareholders.
In early 1990, the Company implemented a business plan focused on
preservation of its assets and managing its properties acquired through
foreclosure until they could be disposed of in an orderly manner (the "Principal
Recovery Plan").
On January 28, 1992, the Board of Directors of the Company authorized the
preparation of a formal plan of liquidation which was subsequently adopted on
April 7, 1992 (the "Plan"). The Plan contemplated the Company liquidating its
assets and distributing the proceeds to its stockholders. The Company estimated
that its liquidation value was between $.15 and $.20 per share. After the
adoption of the Plan, Management of the Company completed the workout of
liquidation of certain assets and considered alternatives to the announced plan
of liquidation which could provide greater stockholder value, including a number
of unsolicited proposals from various third parties. Based upon Management's
review of these various proposals, the Board of Directors resolved that one
proposal was in the best interest of the Company and its stockholders because it
allowed every stockholder an opportunity to sell their shares at an amount in
excess of the projected liquidation value. The Board of Directors, by unanimous
written consent dated June 15, 1994, authorized the Company to execute and
deliver a non-binding letter of intent with Mr. Harvey Polly.
On August 3, 1994, the Company entered into a Purchase Agreement (the
"Purchase Agreement") with Mr. Polly providing, among other things, for an all
cash tender offer, under which Mr. Polly agreed to offer to purchase 100% of the
shares of common stock of the Company for $0.35 per share. The Purchase
Agreement was subsequently amended on November 4, 1994, December 19, 1994 and
February 15, 1995. The Purchase Agreement provided, among other things, for the
following events to occur at or before closing: (i) the resignation of the
current officers and directors; (ii) the purchase by the Company of "run-off"
directors' and officers' liability insurance coverage for the current officers
and directors; (iii) the termination of the employment contract of Leonard G.
Levine and payment of the severance compensation associated therewith; (iv) the
termination of the Administrative Services Agreement with Banyan Management
Corp. and payment of the termination fee associated therewith; and (v) the
assignment by the company of its ownership interest in Banyan Management Corp.
On February 15, 1995, a change in control of the Company occurred pursuant
to the closing of the sale of shares of common stock in the Company to Mr. Polly
per the terms of the Purchase Agreement. Mr. Polly's tender offer, which
commenced on December 28, 1994, concluded on
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)
January 26, 1995, and resulted in the tender to Mr. Polly of 1,288,217 shares of
common stock, or 12.5% of the Company's then outstanding shares of common stock,
for a cash price of $0.35 per share. Subsequent to the closing of the tender
offer, the terms of the Purchase Agreement also required Mr. Polly to purchase
from the Company a number of shares sufficient to allow Mr. Polly to own, by
virtue of the combination of the shares acquired pursuant to the tender offer
and the shares purchased directly from the Company, not less than 3,335,000
shares and not more than 40% of the shares of common stock of the Company after
giving effect to the shares issued in connection with the Purchase. On February
15, 1995, per the Purchase Agreement, Mr. Polly purchased 2,047,766 newly issued
shares of common stock of the Company for a cash price of $0.22 per share. Upon
the acquisition of the aforesaid shares from the Company, when combined with the
shares of common stock previously owned and acquired pursuant to the tender
offer, Mr. Polly was the beneficial owner of 3,335,983 shares, or approximately
27% of the Company's outstanding voting shares of common stock.
Upon the closing of the sale of shares of common stock of the Company on
February 15, 1995, the Purchase Agreement provided for the resignation of the
Company's then current directors and officers. Accordingly, all of the then
current directors and officers resigned and were replaced with Mr. Polly's
designees. Subsequent to the resignation of the directors and officers of the
Company, no further arrangements or understandings existed among the Company and
its officers and directors. On February 15, 1995, Messrs. Leo Yarfitz, Morton I.
Kalb, Willis Ryckman and Harvey Polly were appointed as new directors of the
Company. In addition, the new directors appointed Mr. Harvey Polly as President
and Chief Executive Officer. Mr. Morton I. Kalb as Vice President and Chief
Financial Officer, Ms. Celia Zisfein as Secretary and Mr. William L. Weiss as
Assistant Secretary. Effective February 15, 1995, the address of the Company's
principal executive office is One Penn Plaza, Suite 1531, New York, New York
10119.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash balance at June 30, 1998 and December 31, 1997 was
$313,575 and $238,077 respectively. This increase in cash is due primarily to a
reduction of mortgages receivable, less the investment in the joint venture.
At this time, there are no material commitments for capital expenditures.
The Company's cash is sufficient to meet its needs for anticipated operating
expenses. The Company deems its liquidity to be adequate.
11
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
The Company's ultimate return of cash to its stockholders is dependent
upon, among other things: (i) the activities undertaken by the Company; (ii)
income from interest and from the joint venture; (iii) the Company's ability to
control its operating expenses; and (iv) possible recoveries from the Santa
Barbara Biltmore Hotel, and the liquidating trust, if any.
RESULTS OF OPERATIONS
Total income for the six months ended June 30,1998 and 1997 was $82,875
and $72,975 respectively.
Operating expenses for the six months ended June 30,1998 increased by
approximately $25,000 when compared to the same period in 1997. It should be
noted that the increase in operating expenses was due primarily to increases in
legal and advertising costs associated with the Company seeking an acquisition.
The above changes for the six months ended June 30,1998, when compared to
the same period in 1997, resulted in an increase in the net loss to $56,959
($0.00 per share) from $41,069 ($0.00 per share).
On June 30, 1997, the Company issued a press release stating that
negotiations to acquire a privately held domestic and international manufacturer
distributor of toys, hobby and leisure products had been terminated. The Company
also announced that it would continue to pursue other acquisitions.
On March 13, 1998, the Company changed its name to B.H.I.T. Inc. This
change in the Company's name was required under terms of the 1995 change in
management.
12
<PAGE>
PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit A:
Financial Statements of RGS, Inc., the mortgagor on the Company's $300,000
mortgage receivable.
(b) On January 17, 1995, a current report on Form 8-K was filed under Item 5.
Other Information Reporting the Terms of a Tender Offer of the
Registrant's shares of common stock by Mr. Harvey Polly.
On February 22,1995, a current report on Form 8-K was filed under Item 6.
Registration of the Registrant's Directors reporting the Resignation of
the Registrant's Directors on February 15, 1995 pursuant to a change in
control of the Registrant.
On February 28, 1995, a current report on Form 8-K was filed under Item 1.
Change in Control of the Registrant reporting a change in control of the
Registrant on February 15, 1995 pursuant to the closing of the sale of
shares of stock in the Registrant to Mr. Harvey Polly.
13
<PAGE>
SIGNATURES
PURSUANT to the requirements of Section 13 or 15(d) 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.
B.H.I.T. INC.
By: /s/ Harvey Polly Date: August 3, 1998
Harvey Polly, Director, President
and Chief Executive Officer
/s/ Morton I. Kalb Date: August 3, 1998
Morton I. Kalb, Director, Vice Pres.
and Chief Financial Officer
14
EXHIBIT 99.A
[LETTERHEAD OF MAYRATH, SEALE & COMPANY]
June 18, 1998
To the Board of Directors
RGS, INC.
Dallas, Texas
We have compiled the accompanying statement of assets, liabilities and
stockholder's equity - income tax basis of RGS, INC. of October 31, 1997, and
the related statement of revenues, expenses and retained earnings - income tax
basis for the year then ended, in accordance with Statements on Standards for
Accounting and Review Services issued by the American Institute of Certified
Public Accountants.
The company's policy is to prepare its financial statements on the
accounting basis used for income tax purposes. Certain capitalized leases and
their related liabilities have been valued using the accounting basis used for
income tax purposes. Accordingly, the accompanying financial statements are not
intended to present the financial position and results of operations in
conformity with generally accepted accounting principles.
A compilation is limited to presenting in the form of financial statements
information that is the representation of management. We have not audited or
reviewed the accompanying financial statements and, accordingly, do not express
an opinion or any other form of assurance on them.
Management has elected to omit substantially all of the disclosures
ordinarily included in financial statements. If the omitted disclosures were
included in the financial statements, they might influence the user's
conclusions about the Company's assets, liabilities, stockholder's equity,
revenues, and expenses. Accordingly, these financial statements are not designed
for those who are not informed about such matters.
We are not independent with respect to RGS, Inc.
/s/ MAYRATH, SEALE & COMPANY
MAYRATH, SEALE & COMPANY, LLP
<PAGE>
EXHIBIT A
RGS, INC.
STATEMENT OF ASSETS, LIABILITIES AND STOCKHOLDER'S EQUITY -- INCOME TAX BASIS
OCTOBER 31, 1997
ASSETS
ASSETS
Cash $ 10,245
Receivable - Affiliates 773,332
Property and Equipment 3,035,863
Land 1,333,588
Loan Acquisition Costs 407,175
Accumulated Depreciation and Amortization (786,051)
----------
3,990,575
----------
$4,774,152
==========
LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES
Accounts Payable $ 1,146
Deferred Income 4,131
Accrued Interest 26,171
Notes Payable 1,090,386
----------
1,121,834
STOCKHOLDER'S EQUITY
Common Stock 1,000
Retained Earnings 3,651,318
----------
3,652,318
----------
$4,774,152
==========
See accountants' compilation report.
<PAGE>
EXHIBIT A
RGS, INC.
STATEMENT OF REVENUES, EXPENSES AND RETAINED EARNINGS - INCOME TAX BASIS
FOR THE YEAR ENDED OCTOBER 31, 1997
REVENUES $ 180,689
OPERATING EXPENSES
Depreciation and Amortization 56,490
Interest 40,104
Other Deductions 73,872
Rent 129,616
Repairs and Maintenance 6,063
Taxes 32,395
----------
338,540
----------
LOSS FROM OPERATIONS (157,851)
OTHER EXPENSES
Loss on Sale of Assets (91,293)
----------
EXCESS OF EXPENSES OVER REVENUES (249,144)
Beginning Retained Earnings 3,900,462
----------
ENDING RETAINED EARNINGS $3,651,318
==========
See accountants' compilation report.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 313,575
<SECURITIES> 0
<RECEIVABLES> 6,805
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 326,464
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,055,969
<CURRENT-LIABILITIES> 367,015
<BONDS> 0
0
0
<COMMON> 87,477,847
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 2,055,969
<SALES> 0
<TOTAL-REVENUES> 82,875
<CGS> 0
<TOTAL-COSTS> 137,834
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (56,959)
<INCOME-TAX> 0
<INCOME-CONTINUING> (56,959)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (56,959)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
