<PAGE> 1
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 January 31, 1996 Commission File No. 0-1423
KINGS ROAD ENTERTAINMENT, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 95-3587522
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
</TABLE>
1901 Avenue of the Stars, Suite 605
Los Angeles, California 90067
(Address of principal executive office)
Registrant's telephone number, including area code: (310) 552-0057
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 ____
On March 11, 1996 the Registrant had 5,120,047 shares of its common stock, $.01
par value, issued and outstanding.
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
KINGS ROAD ENTERTAINMENT, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET - (UNAUDITED)
<TABLE>
<CAPTION>
As of
Jan. 31, 1996
-------------
<S> <C>
ASSETS
Cash and Cash Equivalents $ 557,348
Marketable Securities, at cost - Note B 500,118
Accounts Receivable, net of allowance of $15,000 661,438
Film Costs, net of amortization of $165,729,300 - Note C 2,625,197
Prepaid Expenses 9,280
Fixed Assets, net of depreciation of $209,654 12,708
Other Assets 5,500
-----------
TOTAL ASSETS $ 4,371,589
===========
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Accounts Payable $ 408,070
Accrued Expenses 18,000
Income Taxes Payable 4,000
Deferred Revenue 393,712
-----------
TOTAL LIABILITIES 823,782
COMMITMENTS AND CONTINGENCIES
Note E
SHAREHOLDERS' EQUITY
Common stock, $.01 par value, 12,000,000
shares authorized; 5,120,047 shares issued
and outstanding - Note F 45,716
Additional Paid-in Capital 24,902,177
Deficit (21,400,086)
-----------
TOTAL SHAREHOLDERS' EQUITY 3,547,807
-----------
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $ 4,371,589
===========
</TABLE>
The accompanying notes are an integral part of this statement.
2
<PAGE> 3
KINGS ROAD ENTERTAINMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS - (UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE NINE MONTHS
ENDED JANUARY 31, ENDED JANUARY 31,
1996 1995 1996 1995
---------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
REVENUES:
Feature Films $ 850,588 $1,427,056 $2,907,856 $2,771,541
Interest Income 7,623 13 15,056 291
Other Income 7,635 0 10,952 1,510
--------- ---------- ---------- ----------
865,846 1,427,069 2,933,864 2,773,342
COSTS AND EXPENSES:
Costs Related to Revenue 826,328 1,220,662 2,453,541 2,053,226
Selling Expenses 92,977 83,423 402,598 326,166
General & Admin. Exp. 290,027 179,672 813,928 499,690
Interest - Note C 1,762 0 14,154 0
--------- ---------- ---------- ----------
1,211,094 1,483,757 3,684,221 2,879,082
INCOME/(LOSS) BEFORE
INCOME TAXES (345,248) (56,688) (750,357) (105,740)
Provision for Income
Taxes - Note G 8,047 1,422 53,591 51,772
--------- ---------- ---------- ----------
NET INCOME/(LOSS) ($353,295) ($58,110) ($803,948) ($157,512)
========= ========== ========== ==========
Net Earnings
Per Share - Note A ($0.07) ($0.01) ($0.16) ($0.03)
========= ========== ========== ==========
Weighted Average Number
of Common Shares 5,120,047 5,120,047 5,120,047 5,120,047
========= ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE> 4
KINGS ROAD ENTERTAINMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - (UNAUDITED)
<TABLE>
<CAPTION>
Common Common Additional Total
Stock Stock Paid-In Shareholders'
Shares Amount Capital Deficit Equity
--------- ------- ----------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Balance,
April 30, 1994 5,080,047 $45,316 $24,886,327 ($20,201,393) $4,730,250
Net Loss -- -- -- (394,745) (394,745)
Exercise of
Stock Options 40,000 400 15,850 ----- 16,250
--------- ------- ----------- ------------ ----------
-- -- -- -- -
Balance,
April 30, 1995 5,120,047 45,716 24,902,177 (20,596,138) $4,351,755
Net Loss -- -- -- (803,948) (803,948)
--------- ------- ----------- ------------ ----------
-- -- -- -- --
Balance,
Jan. 31, 1996 5,120,047 $45,716 $24,902,177 ($21,400,086) $3,547,807
========= ======= =========== ============ ==========
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE> 5
KINGS ROAD ENTERTAINMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - (UNAUDITED)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS
ENDED JANUARY 31,
1996 1995
---------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss ($803,948) ($157,512)
Adjustments to Reconcile Net Loss to
Net Cash Provided by Operating Activities:
Depreciation and Amortization 2,456,106 2,061,547
Changes in Assets and Liabilities:
Decrease in Accounts Receivable 351,971 48,155
Increase in Prepaid Expenses and Other Assets (727) (2)
Decrease in Restricted Cash 0 10,430
(Decrease)/Increase in Payables and Accrued Exp. (353,794) 142,830
Increase in Deferred Revenue 179,000 234,815
---------- -----------
NET CASH AND CASH EQUIVALENTS
PROVIDED BY OPERATING ACTIVITIES 1,828,608 2,340,263
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Marketable Securities (500,118) 0
Purchase of Fixed Assets (9,460) (1,839)
Gross Additions to Film Cost (472,470) (3,394,054)
---------- -----------
NET CASH AND CASH EQUIVALENTS
USED IN INVESTING ACTIVITIES (982,048) (3,395,893)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Debt 0 2,742,181
Repayment of Debt 0 (2,158,774)
Borrowing from Related Party 0 283,000
Repayments to Related Party (443,132) 0
Proceeds from Exercise of Stock Options 0 16,250
---------- -----------
NET CASH AND CASH EQUIVALENTS (USED
IN)/PROVIDED BY FINANCING ACTIVITIES (443,132) 882,657
---------- -----------
NET INCREASE/(DECREASE) IN CASH
AND CASH EQUIVALENTS 403,428 (172,973)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 153,920 177,364
---------- -----------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $557,348 $4,391
========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE> 6
KINGS ROAD ENTERTAINMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - BASIS OF PREPARATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial statements. Accordingly, they do not include all of the information
and disclosures required for annual financial statements. These financial
statements should be read in conjunction with the consolidated financial
statements and related footnotes for the year ended April 30, 1995, included in
the Kings Road Entertainment, Inc. ("Company" or "Registrant") annual report on
Form 10-KSB for that period.
In the opinion of the Company's management, all adjustments (consisting of
normal recurring accruals) necessary to present fairly the Company's financial
position as of January 31, 1996 and the results of operations and cash flows
for the three and nine month periods ended January 31, 1996 and 1995 have been
included.
The results of operations for the three and nine month periods ended January
31, 1996 are not necessarily indicative of the results to be expected for the
full fiscal year. For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's annual report on
Form 10-KSB for the year ended April 30, 1995.
Net Income or Loss per share amounts have been calculated using the weighted
average number of common shares outstanding. Stock options have been excluded
as common stock equivalents because of their antidilutive or non-material
effect.
NOTE B - MARKETABLE SECURITIES
On October 27, 1995, the Company purchased US Treasury Bills in the face amount
of $308,000 maturing on April 25, 1996 at a discount rate of 5.09%. On
November 7, 1995 the Company purchased Federal Home Loan Bank notes with a par
value of $200,000 maturing on November 7, 2000 but callable May 7, 1996 paying
interest at 6.75%. As of January 31, 1996, the market values of these
securities were approximately $304,172 and $201,250, respectively. The Company
intends to hold these securities until maturity.
NOTE C - FILM COSTS
<TABLE>
<CAPTION>
As of
Film Costs Consist of: Jan. 31, 1996
--------------
<S> <C>
Released Films, less amortization $2,437,225
Films in Production 0
Films in Development 187,972
----------
Total Film Costs $2,625,197
==========
</TABLE>
6
<PAGE> 7
KINGS ROAD ENTERTAINMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE C - FILM COSTS (CONTINUED)
In accordance with Financial Accounting Standards No. 34, interest costs are
capitalized to feature film productions until the date of completion. No
interest expense was capitalized to Film Costs during the three or nine month
periods ended January 31, 1996. Approximately $41,000 and $88,000 of interest
expense was capitalized to Film Costs for the three and nine month periods
ended January 31, 1995, respectively.
NOTE D - RELATED PARTY TRANSACTIONS
In December 1992, the Company borrowed $175,000 from Stephen Friedman, an
officer of the Company, at an interest rate of 6% per annum. During the
quarter ending January 31, 1996, the Company repaid this obligation in full.
Interest expense to Mr. Friedman during the nine month period ending January
31, 1996 was approximately $7,000.
NOTE E - LITIGATION AND CONTINGENCIES
In December 1994, the Company filed a lawsuit in Los Angeles Superior Court
against The Movie Group, Inc. ("TMG") alleging causes of action for breach of
contract, conversion and breach of fiduciary duty, among other things, and
seeking an accounting, declaratory relief and monetary damages, among other
things, arising from a sales agency agreement ("Agreement") with TMG in
connection with one of the Company's films. Under the Agreement, the Company
is entitled to receive certain monies derived from exploitation of the film
after the deduction of certain fees and expenses. The Company believes TMG has
substantially underpaid the monies which the Company is entitled to receive.
While management believes it may prevail on some or all of the causes of
action, the likelihood of any monetary recovery is uncertain and the Company
may be required to share any recovery with certain third parties. TMG has
filed a cross-complaint against the Company and a third party alleging, among
other things, inducing breach of contract, recision based on fraud and
intentional interference with existing business relationships. Management
believes it has substantial defenses to all of the allegations in the
cross-complaint.
On October 20, 1995, as amended on November 9, 1995, SK Films Ltd., Inc. (the
"Limited Partner") filed a lawsuit in Los Angeles Superior Court (the "Court")
against Mother Productions Limited Partnership, a limited partnership of which
the Company is general partner and the Limited Partner is the sole limited
partner. The lawsuit alleges breaches of the partnership agreement, fraud, and
misrepresentation, among other things, and seeks recision, appointment of a
receiver and declaratory relief, among other things, in addition to monetary
damages of not less than $2,254,157 plus interest. Although not named as a
defendant, the Company, as general partner, is responsible for conducting
business on behalf of the partnership and could liable for any damages, if any,
awarded to the Limited Partner. On January 19, 1996, the Court ordered the
dispute be submitted to arbitration and stayed any further proceedings until
the completion of arbitration. (SEE "ITEM 2 - FUTURE COMMITMENTS").
7
<PAGE> 8
KINGS ROAD ENTERTAINMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE E - LITIGATION AND CONTINGENCIES (CONTINUED)
In the ordinary course of business, the Company has or may become involved in
disputes or litigation. On the basis of information available to it,
management believes such contingencies will not have a materially adverse
impact on the Company's financial position or results of operations.
NOTE F - STOCK OPTIONS AND WARRANTS
The Company's 1987 Non-qualified Stock Option Plan ("1987 Plan") provides for
the grant of options to purchase up to 850,000 shares. At January 31, 1996,
options to purchase up to 302,375 shares were outstanding under the 1987 Plan
at exercise prices ranging from $.25 to $.56 per share. Of the outstanding
options under the 1987 Plan, 235,500 are held by the Chief Executive Officer,
16,875 by a director and officer, and 50,000 by another officer of the Company.
Options to purchase an additional 250,000 shares have also been granted to the
Chief Executive Officer outside the 1987 Plan at an exercise price of $.25 per
share. Of the outstanding options, 502,375 expire in August 1997 and 50,000
expire in November 1999.
NOTE G - INCOME TAXES
A reconciliation of the provision for income taxes to the expected income tax
expense at the statutory tax rate of 34% is as follows:
<TABLE>
<CAPTION>
Quarter Ending
Jan. 31, 1996
--------------
<S> <C>
Computed Expected Tax at Statutory Rate ($120,000)
State and Local Income Taxes 307
Foreign Taxes 7,740
Valuation Allowance 120,000
---------
$8,047
=========
</TABLE>
For federal income tax purposes, the Company has available investment tax
credits of approximately $2,166,000, after being reduced 35% by the Tax Reform
Act of 1986 (expiring between 2000 and 2002) and net operating loss
carryforwards of approximately $16,274,000 (expiring between 2001 and 2007) to
offset future income tax liabilities.
Deferred tax assets and liabilities result from temporary differences between
financial and tax accounting in the recognition of revenue and expenses.
Temporary differences and carryforwards which give rise to deferred tax assets
and liabilities are as follows:
8
<PAGE> 9
KINGS ROAD ENTERTAINMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE F - INCOME TAXES (CONTINUED)
<TABLE>
<CAPTION>
As of
Assets/(Liabilities) Jan. 31, 1996
------------------------ -------------
<S> <C>
Deferred Revenue $86,000
Film Cost Amortization (158,000)
Net Operating Loss Carryforwards 6,488,000
Investment Tax Credit Carryforwards 2,166,000
Foreign Tax Credit Carryforwards 400,000
-----------
8,982,000
Valuation Allowance (8,982,000)
-----------
$0
===========
</TABLE>
A valuation allowance of $8,982,000 has been recorded to offset the net
deferred tax assets due to the uncertainty of realizing the benefits of the tax
assets in the future.
9
<PAGE> 10
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
POSITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
For the three months ended January 31, 1996, the Company reported a
net loss of approximately $353,000 on revenues of approximately $866,000
compared to a net loss of approximately $58,000 on revenues of approximately
$1,427,000 for the same period last year. For the nine month periods ending
January 31, 1996 and 1995, the Company reported net losses of approximately
$804,000 and $158,000, respectively. The increased loss for the nine month
period ending January 31, 1996 versus the same period last year results
primarily from the write-down to net realizable value, in accordance with
generally accepted accounting principles, of the Company's investment in a film
produced during a prior fiscal year. The decrease in revenues during the
quarter ended January 31, 1996 of approximately 40% versus the same quarter
last year, is due primarily to generally lower prices for the Company's lower
budget action/martial arts genre films. Future revenues of the Company will be
dependent upon the success of its films and on the Company's ability to
continue to generate working capital for the development and production of new
motion picture projects. The Company is not currently in production on any new
film projects. (SEE "LIQUIDITY AND CAPITAL RESOURCES").
Costs relating to revenue were approximately $826,000 during the three
months ended January 31, 1996 versus approximately $1,221,000 during the three
months ended January 31, 1995. These costs relate to amortization of
production costs of films for which revenue was recognized during the period.
Selling expenses increased to approximately $93,000 during the quarter versus
approximately $83,000 for the same period last year. General and
administrative expenses increased to approximately $290,000 during the quarter
from approximately $180,000 during the same period last year. This increase
results primarily from legal expenses in connection with the various lawsuits
referred to in NOTE E TO THE CONSOLIDATED FINANCIAL STATEMENTS.
LIQUIDITY AND CAPITAL RESOURCES
The production of motion pictures requires substantial capital. In
producing a motion picture, the Company must expend substantial sums for both
production and distribution of a picture, all before any revenues are generated
by the film. In certain instances the Company obtains advances and guarantees
from its distributors, but these advances and guarantees defray only a small
portion of a film's cost.
The Company's principal source of working capital during the quarter
ending January 31, 1996 has been motion picture licensing income. During the
fiscal year ended April 30, 1995, significant working capital was also provided
under a revolving credit facility ("Credit Facility") with Credit Lyonnais Bank
Nederland N.V. ("CLBN"); borrowings were limited to a percentage of qualifying
contracts receivable of the Company and were secured by first position liens on
all amounts to be received under the Company's film license agreements and the
copyrights to all of the Company's films. The Credit Facility expired March 1,
1995.
10
<PAGE> 11
For the nine months ended January 31, 1996, the Company's net cash
flow provided by operating activities was approximately $1,829,000 compared to
approximately $2,340,000 during the same period last year. Net cash flows of
approximately $982,000 were used in investing activities primarily through the
purchase of marketable securities and gross additions to film costs. Net cash
flows of approximately $443,000 were used in financing activities reflecting
the repayment to Stephen Friedman, Chief Executive Officer, of certain loans
made in prior fiscal years. Cash and cash equivalents increased from
approximately $4,000 as of January 31, 1995 to approximately $557,000 as of
January 31, 1996.
The principal asset on the Company's balance sheet is unamortized film
costs. The Company's unamortized film costs at January 31, 1996 and 1995 were
approximately $2,625,000 and $5,800,000, respectively. Not reflected on the
balance sheet, in accordance with generally accepted accounting standards, is
the full value of the Company's film library. In October 1995, the Company
entered into a Purchase and Sale Agreement ("Agreement") with World Icon
Distribution Enterprises C.V. ("Icon") whereby the Company agreed to sell
substantially all right, title and interest in and to certain motion pictures
owned or distributed by the company, throughout the world excluding the United
States and Canada, for the sum of $6,500,000 subject to reduction pursuant to
the terms of the agreement. Subsequent to this transaction, the Company will
retain ownership of the domestic and Canadian rights to its films along with
the foreign rights to certain films not subject to the Agreement. The Company
substantially completed this transaction on February 5, 1996. (SEE THE
COMPANY'S FILING ON FORM 8-K DATED OCTOBER 26, 1995).
FUTURE COMMITMENTS
The Company's anticipated major financial commitments relate to the
development, production and release of its motion pictures. In recent years,
the Company has been concentrating on lower budget films and expects to
continue producing these types of films, but will pursue projects with higher
budgets if management feels sufficient resources are available and risk is
limited. The financial resources necessary for the production and release of
films are generally dependent on adequate borrowing availability. The Credit
Facility with CLBN expired March 1, 1995 and allowed the Company to borrow a
percentage of qualifying contracts receivable. There are a number of banks in
the entertainment industry that support this type of lending and the Company is
actively pursuing a new facility with these banks. Although management
believes it will be able to obtain financing for the production of new films,
the Company's financial position and results of operations will be constrained
by the availability of adequate financing.
The Company owns 50% of a limited partnership created for the sole
purpose of producing and distributing a film entitled "The Haunted Heart". The
Company, which acts as the general partner, guaranteed repayment of 50% of a
loan made to the partnership by the sole limited partner in the approximate
amount of $1,500,000. In management's opinion, this potential future
commitment will not have a materially adverse impact on the Company's financial
position or results of operations.
11
<PAGE> 12
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
On October 20, 1995, as amended on November 9, 1995, SK Films Ltd., Inc. (the
"Limited Partner") filed a lawsuit in Los Angeles Superior Court (the "Court")
against Mother Productions Limited Partnership, a limited partnership of which
the Company is general partner and the Limited Partner is the sole limited
partner. The lawsuit alleges breaches of the partnership agreement, fraud, and
misrepresentation, among other things, and seeks recision, appointment of a
receiver and declaratory relief, among other things, in addition to monetary
damages of not less than $2,254,157 plus interest. Although not named as a
defendant, the Company, as general partner, is responsible for conducting
business on behalf of the partnership and could liable for any damages, if any,
awarded to the Limited Partner. On January 19, 1996, the Court ordered the
dispute be submitted to arbitration and stayed any further proceedings until
the completion of arbitration.
In the ordinary course of business, the Company has or may become involved in
disputes or litigation. On the basis of information available to it,
management believes such contingencies will not have a materially adverse
impact on the Company's financial position or results of operations.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
None.
(B) FORMS 8-K
On March 1, 1996, the Company filed a Form 8-K reporting under
Item 4 thereof a change in the Company's independent auditors
for the fiscal year ending April 30, 1996.
12
<PAGE> 13
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.
KINGS ROAD ENTERTAINMENT, INC.
Dated: March 11, 1996 /s/ Stephen J. Friedman
-----------------------------------------
Stephen J. Friedman
Chairman of the Board of Directors
and Chief Executive Officer (Principal
Executive Officer)
Dated: March 11, 1996 /s/ Christopher M. Trunkey
----------------------------------------
Christopher M. Trunkey
Vice President, Chief Financial and
Administrative Officer and Secretary
(Principal Financial and Accounting
Officer)
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM FORM 10-QSB FOR THE
QUARTERLY PERIOD ENDING JANUARY 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> APR-30-1996
<PERIOD-END> JAN-31-1996
<CASH> 557,348
<SECURITIES> 500,118
<RECEIVABLES> 676,438
<ALLOWANCES> (15,000)
<INVENTORY> 2,625,197
<CURRENT-ASSETS> 4,344,101
<PP&E> 222,362
<DEPRECIATION> (209,654)
<TOTAL-ASSETS> 4,371,589
<CURRENT-LIABILITIES> 430,070
<BONDS> 0
<COMMON> 24,947,893
0
0
<OTHER-SE> (21,400,086)
<TOTAL-LIABILITY-AND-EQUITY> 4,371,589
<SALES> 850,588
<TOTAL-REVENUES> 865,846
<CGS> 826,328
<TOTAL-COSTS> 1,209,332
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,762
<INCOME-PRETAX> (345,248)
<INCOME-TAX> 8,047
<INCOME-CONTINUING> (353,295)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (353,295)
<EPS-PRIMARY> (0.07)
<EPS-DILUTED> (0.07)
</TABLE>
