U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For Fiscal Year Ended: September 30, 1996
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 33-1599
D-Vine, Ltd.
(Name of small business issuer in its charter)
Delaware 22-2732163
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
1330 Avenue of the Americas, 36th Fl., New York, NY 10019
(Address of principal executive offices) (zip code)
Issuer's telephone number (212) 582-3400
Securities registered under Section 12(b) of the Act: NONE
Securities registered under Section 12(g) of the Act:
Common Stock Par Value $0.01
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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
Total pages: 22
Exhibit Index Page: 11
Form 10-KSB
Check if there is no disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this form 10-KSB. [ ]
State issuer's revenues for its most recent fiscal year. $ -0-
As of January 10, 1997, there were 22,607,731 shares of the Registrant's
common stock, par value $0.01, issued and outstanding. The aggregate market
value of the Registrant's voting stock held by non-affiliates of the
Registrant was approximately $-0- computed at the average bid and asked price
as of January 10, 1997.
DOCUMENTS INCORPORATED BY REFERENCE
If the following documents are incorporated by reference, briefly
describe them and identify the part of the Form 10-KSB (e.g., Part I, Part II,
etc.) into which the document is incorporated: (1) any annual report to
security holders; (2) any proxy or information statement; and (3) any
prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933
("Securities Act"): NONE
Transitional Small Business Disclosure Format (check one):
Yes ; NO X
TABLE OF CONTENTS
Item Number and Caption Page
PART I
1. Description of Business 4
2. Description of Property 5
3. Legal Proceedings 5
PART II
4. Submission of Matters to a Vote of Security Holders 5
5. Market for Common Equity and Related Stockholder Matters 5
6. Management's Discussion and Analysis or Plan of
Operations 6
7. Financial Statements 7
8. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure 7
PART III
9. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange Act 7
10. Executive Compensation 9
11. Security Ownership of Certain Beneficial Owners and
Management 9
12. Certain Relationships and Related Transactions 9
13. Exhibits and Reports on Form 8-K 11
PART I DESCRIPTION OF BUSINESS
General
The Company is seeking to effect a merger, exchange of capital stock,
asset acquisition or other similar business combination with an operating
business. The business objective of the Company is to effect a business
combination with a business which the Company believes has significant growth
potential. The Company intends to utilize equity in affecting a business
combination.
History
The company was incorporated as Trans West, Inc. on July 22, 1985 in
Delaware.
During the period from October 31, 1986 to March 31, 1987, the company
remained in the development stage while attempting to enter certain
businesses. The Company was unsuccessful in these start up efforts and all
activity ceased during 1987 as a result of foreclosure on various loans in
default and/or abandonment of all assets. From March 31, 1987 to September
27, 1995 the Company was an inactive corporation. On September 27, 1995 the
Company revived its corporate charter in Delaware and was reactivated.
Since September 28, 1995, the Company has not engaged in any business
activities and the business purpose of the Company is to seek out and obtain
an acquisition or merger transaction whereby its stockholders would benefit by
owning an interest in a viable enterprise. Since the Company has no
operations or significant assets, its principal potential for profits comes
solely from operations it would receive in any acquisition or merger
transaction. A merger or acquisition transaction with the Company would allow
a privately held company to become a publicly held corporation with a broad
shareholder base without experiencing the substantial time and filing
requirements and financial expenditures imposed by federal and state
securities laws.
ITEM 2. DESCRIPTION OF PROPERTY
The Company at this time has no properties.
Since 1995 all activities of the Company have been conducted by corporate
officers from either their home or business offices. Currently, there are no
outstanding debts owed by the Company for the use of these facilities and
there are no commitments for future use of the facilities.
ITEM 3. LEGAL PROCEEDINGS
NONE
PART II
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
No market exists for the Company's securities and there is no assurance
that a regular trading market will develop, or if developed, that it will be
sustained. A shareholder in all likelihood, therefore, will be unable to
resell the securities referred to herein should he or she desire to do so.
Furthermore, it is unlikely that a lending institution will accept the
Company's securities as pledged collateral for loans unless a regular trading
market develops. To the best knowledge of management, there was no trading of
shares during the past two years except as reported on Form 8-K September 25,
1996.
The number of shareholders of record of the Company's common stock as of
January 10, 1997 was 301.
The Company has not paid any cash dividends to date and does not
anticipate paying dividends in the foreseeable future. It is the present
intention of management to utilize all available funds for the development of
the Company's business.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
Results of Operations - From March 31, 1987 to September 27, 1995 the Company
was an inactive corporation. The Company is considered to be in the
development stage as defined in Statement of Financial Accounting Standards
No. 7. On September 27, 1995 the Company was reactivated and since that date
the Company continued to be a development stage company and has not begun
principal operations.
Liquidity and Capital Resources - The Company intends to seek an acquisition
of a larger and potentially more profitable business. The Company intends to
focus on opportunities to acquire new products or technologies in development
as well as those currently
being operated, including a complete operating business that has demonstrated
long-term growth potential, strong marketing presence, and the basis for
continuing profitability. The Company has not identified any specific target
or possible acquisition. As the Company pursues its acquisition program, it
will incur costs for ongoing general and administrative expenses as well as
for identifying, investigating, and negotiating a possible acquisition.
In order to complete any acquisition or expansion, the Company may be
required to supplement its available cash and other liquid assets with
proceeds from borrowing, the sale of additional securities or other sources.
There can be no assurance that any such required additional funding will be
available or, if available, that it can be obtained on terms favorable to the
Company.
ITEM 7. FINANCIAL STATEMENTS
The financial statements of the Company and supplementary data are
included beginning immediately following the signature page to this report.
See Item 14 for a list of the financial statements and financial statement
schedules included.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There are not and have not been any disagreements between the Company and
its accountants on any matter of accounting principles, practices or financial
statements disclosure.
PART III
ITEM 9. DIRECTORS EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Executive Officers and Directors
The following table sets forth the name, age, and position of each
executive officer and director of the Company:
Director's
Name Age Office Term Expires
Edward Tobin 39 Chief Executive officer, Next
Chairman of the Board of Annual
Directors/President Meeting
Thomas Tuttle 30 Director Next
Annual
Meeting
Christopher F. Brown 34 Director Next
Annual
Meeting
Steven A. Saide 50 Secretary Next
Annual
Meeting
Edward Tobin has served as chairman and chief executive officer of the
Company since September 11, 1996. Mr. Tobin is also Managing Director of GEM
Ventures, Ltd. Prior to joining GEM, Mr. Tobin was Managing Director of
Lincklaen Partners, a private venture capital group. Mr. Tobin received his
M.B.A. from the Wharton School, and a Master of Science in Engineering and a
Bachelor of Science in Economics from the University of Pennsylvania.
Thomas Tuttle has served as a director of the Company since September
12, 1996. Mr. Tuttle is also a Managing Director of Global Emerging Markets
North America, Inc. Prior to this he was the Indonesian county manager for
Morgan Stanley where he was responsible for capital raising and advisory
services in that market.
Christopher F. Brown has served as a director of the Company since
September 12, 1996. Mr. Brown is also the President of GEM North America
Inc. Previously he was with Drexel Burnham Lambert as an associate, Smith
Barney as an Investment Advisor from 1986 to 1988, and Shearson Lehman
Brothers from 1988 to 1993. He subsequently founded and managed the Mergers
and Acquisitions department at Drake Capital Securities, Inc.
Steven A. Saide has served as Secretary of the Company from September 12,
1996. Mr. Saide is also a partner in the New York office of the Firm of Bryan
Cave LLP attorneys.
The Company's Certificate of Incorporation provides that the board of
directors shall consist of from one to four members as elected by the
shareholders. Each director shall hold office until the next annual meeting
of stockholders and until his successor shall have been elected and qualified.
Board Meetings and Committees
The Directors and Officers will not receive remuneration from the Company
until a subsequent offering has been successfully completed, or cash flow from
operating permits, all in the discretion of the Board of Directors. Directors
may be paid their expenses, if any, of attendance at such meeting of the Board
of Directors, and may be paid a fixed sum for attendance at each meeting of
the Board of Directors or a stated salary as Director. No such payment shall
preclude any Director from serving the Corporation in any other capacity and
receiving compensation therefrom. No compensation has been paid to the
Directors. The Board of Directors may designate from among its members an
executive committee and one or more other committees. No such committees have
been appointed.
Compliance with Section 16(a) of the Exchange Act
Based solely upon a review of forms 3, 4, and 5 and amendments thereto,
furnished to the Company during or respecting its last fiscal year, no
director, officer, beneficial owner of more than 10% of any class of equity
securities of the Company or any other person known to be subject to Section
16 of the Exchange Act of 1934, as amended, failed to file on a timely basis
reports required by Section 16(a) of the Exchange Act for the last fiscal
year.
ITEM 10. EXECUTIVE COMPENSATION
NONE.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Principal Shareholders
The table below sets forth information as to each person owning of record
or who was known by the Company to own beneficially more than 5% of the
22,607,731 shares of issued and outstanding Common Stock of the Company as of
January 10, 1997 and information as to the ownership of the Company's Stock by
each of its directors and executive officers and by the directors and
executive officers as a group. Except as otherwise indicated, all shares are
owned directly, and the persons named in the table have sole voting and
investment power with respect to shares shown as beneficially owned by them.
# of
Name and Address Nature of Shares
of Beneficial Owners Ownership Owned Percent
Principal Shareholders
Erma S. Warburg Common Stock 3,000,000 13.27%
Directors
Edward Tobin Common Stock 8,500,000 37.6%
Christopher F. Brown Common Stock 8,500,000 37.6%
Thomas Tuttle Common Stock None -0-
All Executive Officers Common Stock 17,000,000 75.2%
and Directors as a Group
(4 persons)
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
NONE.
ITEM 13. EXHIBITS, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report.
1. Financial Statements PAGE
Report of Robison, Hill & Co., Independent Certified
Public Accountants F-1
Balance Sheets as of September 30, 1996, and 1995 F-3
Statements of Operations for the years ended
September 30, 1996, and 1995 F-4
Statement of Stockholders' Equity for the years ended
September 30, 1996, and 1995 F-6
Statements of Cash Flows for the years ended
September 30, 1996 and 1995 F-9
Notes to Financial Statements F-11
2. Financial Statement Schedules
The following financial statement schedules required by Regulation S-X
are included herein.
All schedules are omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.
3. Exhibits
The following exhibits are included as part of this report:
SEC
Exhibit Reference
Number Number Title of Document Location
Item 3. Articles of Incorporation and Bylaws
3.01 3 Articles of Incorporation of Trans West Inc,. Incorporated
a Delaware Corporation now known as by Reference
D-Vine, LTD.
3.02 3 Bylaws Incorporated
by Reference
Item 24. Consents of Experts and Counsel
24.01 24 Consent of Robison, Hill & Co. Incorporated
by Reference
(b) On September 25, 1996 a report on Form 8-K was filed. Item 1 reported
that D-Vine Investment Partners purchased 17,000,000 common shares from Erma
S. Warburg for $160,000. The purchase represented approximately 84.5% of the
Company's issued and outstanding common stock.
(c) The exhibits listed in Item 14(a)(3) are incorporated by reference.
(d) No financial statement schedules required by this paragraph are
required to be filed as a part of this form.
SIGNATURES
Pursuant to the requirements of section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report
to be signed on it behalf by the undersigned, thereunto duly authorized.
D-VINE, LTD.
Dated: January 14, 1997 By /S/
Edward Tobin, President
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf
of the Registrant and in the capacities indicated on this 14th day of January,
1997.
D-VINE, LTD.
By /S/
Edward Tobin, Director and
Principal Executive, Financial
And Accounting Officer
By /S/
Thomas Tuttle, Director
By /S/
Christopher F. Brown, Director
INDEPENDENT AUDITOR'S REPORT
D-Vine, Ltd.
(A Development Stage Company)
We have audited the accompanying balance sheets of D-Vine, Ltd. (a
development stage company) as of September 30, 1996 and 1995, and the related
statements of operations, retained earnings, and cash flows for the years then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of D-Vine, Ltd. (a
development stage company) as of September 30, 1996 and 1995, and the results
of its operations and its cash flows for the years then ended in conformity
with generally accepted accounting principles.
Respectfully submitted
/s/ Robison, Hill & Co.
Certified Public Accountants
Salt Lake City, Utah
January 10, 1997
D-VINE, LTD.
(A Development Stage Company)
BALANCE SHEETS
September 30,
1996 1995
Assets: $ - $ 4,000
Liabilities: $ - $ -
Stockholders' Equity:
Convertible Preferred Stock,
Par value $0.01,
Authorized 10,000,000,
Issued 10 shares at
September 30, 1995 - 1
Common Stock Authorized
50,000,000, Issued
16,666,657 of $0.01 Par
Value 201,077 1,077
Paid-In Capital 637,744 834,766
Retained Deficit (831,843) (831,843)
Earnings (Deficit)
Accumulated During the
Development Stage (6,978) -
Total Stockholders'
Equity - 4,000
Total Liabilities and
Stockholders' Equity $ - $ 4,000
The accompanying notes are an integral part of these financial statements.
D-VINE, LTD.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Cumulative
Since
Inception
For the year ended of
September 30, Development
1996 1995 Stage
Revenues: $ - $ - $ -
Expenses: 6,978 - 6,978
Net Income (Loss) $ (6,978) $ - $ (6,978)
Primary loss per share $ - $ -
The accompanying notes are an integral part of these financial statements.
D-VINE, LTD.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED September 30, 1996 AND 1995
Deficit
Accumulated
During
Preferred Stock Common Stock Paid-In Retained Development
Shares Par Value Shares Par Value Capital Deficit Stage
Balance at
September 30,
1994 before
reverse split - $ - 16,666,657 $ 166,667 $ 665,176 $(831,843) $ -
150 to 1
reverse split - -(16,558,926) (165,590) 165,591 - -
Restated balance at
September 30,
1994 - - 107,731 1,077 830,767 (831,843) -
Issuance of
preferred
stock for cash 10 1 - - 3,999 - -
Net Income - - - - - - -
Balance at
September 30,
1995 10 1 107,731 1,077 834,766 (831,843) -
Additional Paid-In
Capital for Payment
of Expenses - - - - 2,977 - -
Conversion of
preferred stock (10) (1) 20,000,000 200,000 (199,999) - -
Net Loss - - - - - - (6,978)
Balance at
September 30,
1996 - $ - 20,107,731 $ 201,077 $ 637,744 $(831,843)$(6,978)
The accompanying notes are an integral part of these financial statements.
D-VINE, LTD.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Cumulative
Since
Inception
For the years ended of
September 30, Development
1996 1995 Stage
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss $ (6,978) $ - $ (6,978)
Net Cash Used in operating
activities (6,978) - (6,978)
CASH FLOWS FROM INVESTING
ACTIVITIES:
Net cash provided by
investing activities - - -
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds From Contributed
Capital 2,978 - 2,978
Proceeds From Capital Stock
Issued - 4,000 4,000
Net Cash Provided by
Financing Activities 2,978 4,000 6,978
Net (Decrease) Increase in
Cash and Cash Equivalents (4,000) 4,000 -
Cash and Cash Equivalents
at Beginning of Period 4,000 - -
Cash and Cash Equivalents
at End of Period $ - $ 4,000 $ -
D-VINE, LTD.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Continued)
Cumulative
Since
Inception
For the years ended of
September 30, Development
1996 1995 Stage
SUPPLEMENTAL DISCLOSURE
OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ - $ - $ -
Franchise and income taxes 1,633 - 1,633
SUPPLEMENTAL DISCLOSURE OF NON-
CASH INVESTING AND FINANCING
ACTIVITIES:
None
The accompanying notes are an integral part of these financial statements.
D-VINE, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED September 31, 1996 AND 1995
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of accounting policies for D-Vine, Ltd. is presented to
assist in understanding the Company's financial statements. The accounting
policies conform to generally accepted accounting principles and have been
consistently applied in the preparation of the financial statements.
Organization and Basis of Presentation
The Company was incorporated under the laws of the State of Delaware on
July 22, 1985. The Company ceased all operating activities during the period
from March 31, 1987 to September 27, 1995 and was considered dormant. On
September 28, 1995, the company issued 10 shares of Preferred Stock
(Convertible to 20,000,000 shares Common). On October 19, 1995, the Company
obtained a Certificate of renewal from the State of Delaware. Since September
28, 1995, the Company is in the development stage, and has not commenced
planned principal operations.
Nature of Business
The Company intends to acquire interests in various business
opportunities, which in the opinion of management will provide a profit to the
Company.
Reverse Stock Split
Effective February 20, 1996 the Stockholders approved a 150 to 1 reverse
split of the common stock. The financial statements have been retroactively
restated to reflect the reverse stock split as if it had been effective prior
to the earliest date presented.
D-VINE, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED September 31, 1996 AND 1995
(Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months or
less to be cash equivalents to the extent the funds are not being held for
investment purposes.
Earnings per Share
Earnings per share are based upon the weighted average number of common
and common equivalent shares outstanding during each year. Preferred Stock is
considered converted to 20,000,000 share of Common Stock for purposes of
computing fully diluted earnings per share. Fully diluted earnings per share
amounts are not presented because they are anti-dilative.
NOTE 2 - CONVERTIBLE PREFERRED STOCK
The convertible preferred stock is convertible into common stock at the
option of the shareholder at any time after issuance of the convertible
preferred shares. The conversion ratio is one share of convertible preferred
stock for 2,000,000 shares of common stock.
The holders of convertible preferred stock shall be entitled to vote on
all matters at the ratio of one vote per share of common stock that it is
convertible into as if the shares had been converted.
In the event of any voluntary or involuntary liquidations (whether
complete or partial), dissolution, or winding up of the corporation, the
holders of the convertible preferred stock shall be entitled to be paid an
amount in cash equal to the net book
D-VINE, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED September 31, 1996 AND 1995
(Continued)
NOTE 2 - CONVERTIBLE PREFERRED STOCK (Continued)
value of the corporation on the date of liquidation, plus all unpaid
dividends, whether or not previously declared, accrued thereon to the date of
final distribution.
NOTE 3 - INCOME TAXES
As of September 30, 1996, the Company had a net operating loss
carryforward for income tax reporting purposes of approximately $800,000.
Current tax laws limit the amount of loss available to be offset against
future taxable income when a substantial change in ownership occurs.
Therefore, the amount available to offset future taxable income may be
limited.
NOTE 4 - UNCERTAINTY REGARDING COMPANY'S ABILITY TO CONTINUE AS A GOING
CONCERN
The Company has not begun principal operations and as is common with a
development stage company, the Company has had recurring losses during its
development stage.
NOTE 5 - COMMITMENTS
As of September 30, 1996 all activities of the Company have been
conducted by corporate officers from either their homes or business offices.
Currently, there are no outstanding debts owed by the company for the use of
these facilities and there are no commitments for future use of the
facilities.
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THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET OF D-VINE LTD. AS OF SEPTEMBER 30, 1996 AND THE RELATED STATEMENTS OF
OPERATIONS AND CASH FLOWS FOR THE YEAR THEN ENDED AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
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