U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-KSB/A
-------------
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [Fee Required] -
AMENDMENT NO. 1
---------------
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]
Commission file number: 33-26036
--------
PROPERTY SECURED INVESTMENTS, INC.
----------------------------------
(Name of small business issuer in its charter)
CALIFORNIA 95-4075422
------------------------ ----------------------
(State of Incorporation) (I.R.S. Employer ID #)
445 S. Figueroa St., Ste. 2600, Los Angeles, CA 90071-1630
----------------------------------------------------------
(Address of principal executive offices)
Issuer's telephone no.: (213) 612-7714
Securities Registered Under Section 12(b) of the Exchange
Act:
Title of Class: COMMON STOCK
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
--- ---
Check if there is no disclosure of delinquent
filers in response to Item 405 of Regulation S-B, not
contained in this form, and no disclosure will be contained,
to the best of registrant's knowledge, in definitive proxy or
Page 1 of 20 <PAGE>
information statements incorporated by reference in Part III
of this Form 10-KSB/A. [ X ]
State issuer's revenues for its most recent fiscal
year: $20,323
-------
______________
State the aggregate market value of the voting
stock held by non-affiliates computed by reference to the
price at which the stock was sold, or the average bid and
asked prices of such stock, as of a specified date within the
past 60 days.
AT MARCH 31, 1996 -- NONE -- STOCK NOT TRADED
State the number of shares outstanding of each of
the issuer's classes of common equity, as of the latest
practicable date.
AT MARCH 31, 1996 - 176,980 SHARES OF COMMON STOCK,
NO PAR VALUE
DOCUMENTS INCORPORATED BY REFERENCE:
-----------------------------------
None.
Transitional Small Business Disclosure Format
(check one):
Yes No X
--- ---
EXHIBIT INDEX AT PAGE 19
Page 2 of 20 <PAGE>
The undersigned registrant hereby amends the
following items of its Annual Report for 1995 on Form 10-KSB
as set forth in the pages attached hereto:
PART I
------
Item 1. Description of Business
Item 2. Description of Property
PART II
-------
Item 6. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Item 7. Financial Statements
PART III
--------
Item 13. Exhibits and Reports on Form 8-K
SIGNATURES
----------
In accordance with section 13 or 15(d) of the
Exchange Act, the registrant caused this Amendment to be
signed on its behalf by the undersigned thereunto duly
authorized.
PROPERTY SECURED INVESTMENTS, INC.
----------------------------------
By /s/ Andrew K. Proctor Dated: August 13, 1996
-----------------------------
Andrew K. Proctor, President,
Treasurer and Director
Page 3 of 20 <PAGE>
PART I
------
ITEM 1. DESCRIPTION OF BUSINESS
------ -----------------------
(a) History.
-------
Property Secured Investments, Inc. (the "Company")
is a California corporation. The Company was organized in
1986, began operations in 1987, and elected in its 1987
Federal Income Tax Return to be taxed as a Real Estate
Investment Trust, a REIT. The Company was formed to invest
in fixed and variable rate promissory notes ("Notes") secured
by first and second deeds of trust on real property located
in Southern California. The Company has also invested in
notes which were secured by other promissory notes. Such
other promissory notes were in all cases secured by deeds of
trust and all-inclusive trust deeds. On September 12, 1994,
the Company's shareholders approved a modification of the
Company's Bylaws which had the effect of permitting the
Company to make equity investments in real property as well
as investing in Notes secured by real property. The
Company's Board of Directors has not as yet made any
investments for the Company under this policy.
The Company ceased acquiring Notes in 1991 and
shortly thereafter began to distribute the proceeds of the
Company's Note portfolio to its shareholders as payments were
received. At the Company's annual shareholders meeting for
1994, the shareholders approved a proposal to sell substan-
tially all of the Company's real estate assets. Most of the
Notes in the Company's portfolio were either sold or paid off
in the fourth quarter of 1994 or first quarter of 1995. In
the first quarter of 1995, the Company terminated the
Purchase and Sale Agreement pursuant to which the Company had
disposed of the majority of its assets, leaving it with three
assets in its portfolio, one Note and two pieces of real
estate. By terminating the Purchase and Sale Agreement, Jess
Kent & Company's right to purchase the remaining assets of
the Company was terminated.
Pursuant to a vote of shareholders at the annual
meeting held in September, 1994, the Company effected a one-
for-four reverse stock split on July 7, 1995.
In September, 1995, the Company sold one of its two
pieces of real property for net proceeds of $69,369 which
were paid in cash. The Company realized a loss of $25,899 on
the sale of such property which was acquired by foreclosure.
The property is located in Acton, California.
Page 4 of 20 <PAGE>
On December 30, 1995, the Company accepted $102,000
from the borrower under its remaining Note in full settlement
of the borrower's obligations under the Note. At the time of
such payment, $240,000 in principal and accrued interest was
due under such Note. Given the history of defaults under
such Note and the Company's junior position to a senior
secured lender, the Company accepted the borrower's payment
offer which was made in connection with a refinancing of the
property securing the Note.
The Company's sole remaining piece of real property
as of December 31, 1995 was declared tax defaulted by Los
Angeles County due to the failure of the original borrower to
pay Los Angeles County real property taxes for the 1989-1990
tax year. The property consists of a two-story office
building located at 11011 Crenshaw Boulevard in Inglewood,
California, an economically disadvantaged, inner-city area,
and was recently repaired from fire damage. The Company
obtained title to such property by foreclosure in 1993.
Although apparently notified of such tax defaults prior to
and at the time of such foreclosure, the Company's prior
advisor, Property Mortgage Co., Inc. ("PMC"), now in
bankruptcy, and its loan servicing agents, did not take
action to pay the past due taxes, penalties and interest.
Prior to the bankruptcy, PMC was responsible for the
Company's management. The Company's former President, Irving
Kellog, caused the Company to pay the real property taxes for
the 1993-1994 tax year. Mr. Kellog, who was responsible for
the day-to-day operations of the Company after PMC's
bankruptcy, died in early 1994 and left no record of the tax
status of the property. Under new management, which took
office in September 1994, the Company attempted to sell the
property but received no qualified offers.
As of December 31, 1995, taxes, interest and
penalties were due on such property in an aggregate amount of
approximately $57,100. The Property was sold in a tax sale
in February, 1996 for $159,000. Title was transferred to the
new owner on April 4, 1996. The Company has filed a claim
with the County for the $101,900 in excess proceeds from the
sale, less certain administrative fees. The Company believes
that, although there can be no assurances, there are no other
potential claimants to the proceeds from such sale. Under
California law, any lien holder on the property at the time
of the tax sale has priority over the Company as the owner of
the property due to the prior foreclosure. Under California
law, such proceeds will not be dispersed until at least one
year after transfer of title and will be reduced by certain
administrative costs incurred by the County.
Page 5 of 20 <PAGE>
(b) Environmental Protection.
------------------------
Federal, state and local provisions relating to
environmental protection and the discharge of material into
the environment have not had any effect on the Company. The
Company does not anticipate making any capital expenditures
for environmental control.
(c) Employees.
---------
The Company has no employees.
ITEM 2. DESCRIPTION OF PROPERTY
------ -----------------------
(a) Investment Policies.
-------------------
On September 12, 1994, the Company's shareholders
approved a modification of the Company's Bylaws which had the
effect of permitting the Company to make equity investments
in real property as well as invest in Notes secured by real
property. The Company has from its inception had the ability
to invest in other REITs or partnerships primarily engaged in
real estate investment activities. The Company may not
invest more than ten percent (10%) of its total assets in
unimproved property or Notes secured by deeds of trust on
unimproved property. This restriction may not be changed
without shareholder approval. There are no other
restrictions on the type of real estate in which the Company
may invest or which may secure the Notes the Company
acquires. The Company may invest either primarily for
capital gain or for income. The Company's Board of Directors
has not as yet made any new investments for the Company.
(b) Real Estate Owned.
-----------------
The Company's December 31, 1995 restated balance
sheet lists real estate held for sale in the amount of
$100,400. That line item represents the Inglewood,
California property that the Company obtained through
foreclosure on a trust deed in its Note portfolio. The
property is recorded at its estimated fair value less (i)
estimated selling costs and (ii) taxes, penalties and
interest due on such property. Costs of maintaining such
foreclosure property are expensed as incurred. The property
was sold in a Los Angeles County tax sale in 1996. See the
discussion of such sale in Item 1(a) above.
Page 6 of 20 <PAGE>
PART II
-------
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
------ -------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS
-----------------------------------
(a) Liquidity.
---------
The liquidity of the Company is a function of:
(i) its collections of the principal and interest from its
Note portfolio, (ii) proceeds from the sale of assets,
(iii) its operating expenses and (iv) dividends declared.
During the fourth quarter of 1995, the Company sold one of
its two remaining pieces of real property and received an
early payoff on its sole remaining Note. See Item 1(a) for a
discussion of the sale of the Company's last piece of real
property in 1996. The Company's Board of Directors is
currently exploring opportunities for recapitalizing the
Company through, among other things, a public or private
offering of the Company's common stock. If the Company is
not successful in raising new capital to fund its operations
in 1996, the Company will be dependent upon its reserves.
At December 31, 1995, the Company had cash of
$262,055. The cash held by the Company at year end was in
excess of the amount required under Company policy to be held
in cash reserves. Company policy requires it to maintain
cash reserves of at least 3% of its net asset value. At
December 31, 1995, the net asset value (Stockholders' Equity)
was $337,268.
(b) Capital Resources.
-----------------
The Company has no plans or commitments for any
future capital expenditures.
(c) Results of Operations.
---------------------
The Company's income in 1995 decreased to $20,323
from $215,946 in 1994, a decrease of $195,621, primarily as
the result of the reduction in interest earned on the
Company's Note portfolio of $151,821 which resulted from the
liquidation of that portfolio. Expenses in 1995 decreased to
$347,281 from $457,627 in 1994, a decrease of $110,346,
primarily as a result of a $201,730 decrease in operating
expenses resulting primarily from a decrease in non-recurring
legal fees and costs relating to the sale of the Company's
assets. Such decrease in operating expenses was partially
offset by the $64,597 provision for losses on real estate
Page 7 of 20 <PAGE>
attributable to the Crenshaw property and by increases in the
provisions for losses on notes receivable and real estate of
$26,787 and $64,597, respectively, over 1994. In 1995, the
Company realized a net loss of $132,008 upon the sale of
Notes receivable. The Company also realized a net loss of
$25,899 on the sale of real property located in Acton,
California. Such factors resulted in a net loss for 1995 of
$352,857 compared to a net loss of $691,055 in 1994. The
Company's total operating expenses exceeded both two percent
(2%) of the Company's average invested assets and twenty-
five percent (25%) of its net income for 1995. The Company's
independent directors have determined that the Company's
operating expenses for 1995 were justified in light of the
continued liquidation of its assets.
The Company's Board of Directors is exploring the
Company's prospects for raising new capital and the
opportunities currently available for investment in real
estate structured either as equity or secured debt. If the
Board determines that it is in the best interests of the
Company and its shareholders to raise new capital for further
investment, it is not currently possible to project the
overall effect of such activities on the Company's net income
for 1996. If the Board does not decide to raise new capital
and resume investment activities, it will distribute all of
the Company's reserves, after the payment of expenses, to the
Company's shareholders.
The Company does not expect inflation to be a
material factor in its operations in 1996.
ITEM 7. FINANCIAL STATEMENTS
------ --------------------
The following restated financial statements are
furnished as part of this report:
(a) Independent Auditor's Report;
(b) Balance Sheet as of December 31, 1995
(Restated);
(c) Statements of Operations for the years ended
December 31, 1995 (Restated) and 1994;
(d) Statements of Stockholders' Equity for the
years ended December 31, 1995 and 1994
(Restated);
(e) Statements of Cash Flows for the years ended
December 31, 1995 (Restated) and 1994; and
(f) Notes to Financial Statements.
Page 8 of 20 <PAGE>
Independent Auditors' Report
To the Board of Directors and Shareholders of Property
Secured Investments, Inc.:
We have audited the accompanying balance sheet of
Property Secured Investments, Inc. (the "Company") as of
December 31, 1995 and the related statements of operations,
stockholders' equity and cash flows for each of the two years
in the period ended December 31, 1995. These financial
statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on
the 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 our audits 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, such financial statements present
fairly, in all material respects, the financial position of
the Company as of December 31, 1995, and the results of its
operations and its cash flows for each of the two years in
the period ended December 31, 1995, in conformity with
generally accepted accounting principles.
As discussed in Note 3, the accompanying financial
statements have been restated to account for the accrual of
delinquent property taxes and adjustment of the Company's
real estate held for sale to its net realizable value.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Los Angeles, California
March 18, 1996 (except for Note 3 as to which the date is
July 31, 1996)
Page 9 of 20 <PAGE>
Property Secured Investments, Inc.
BALANCE SHEET
December 31, 1995
(Restated)
ASSETS
Cash $ 262,055
Real Estate held for sale 100,400
-----------
$ 362,455
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accrued expenses and other liabilities $ 25,187
-----------
Stockholders' Equity
Common stock 20,000,000 shares
authorized, 176,980 shares
issued and outstanding 6,298,479
Additional paid-in capital 2,970
Distributions in excess of earnings (5,964,181)
----------
Total Stockholders' Equity 337,268
----------
$ 362,455
==========
The accompanying notes are an integral part
of these financial statements
Page 10 of 20 <PAGE>
Property Secured Investments, Inc.
STATEMENTS OF OPERATIONS
For the years ended December 31, 1995 and 1994
1995
(Restated) 1994
-------- --------
Income
Interest $ 11,440 $ 163,261
Loan origination fees 8,163 50,103
Other 720 2,582
--------- ---------
Total income 20,323 215,946
Expenses
Operating 150,676 352,406
Provision for losses on notes
receivable 132,008 105,221
Provision for losses on
real estate 64,597 --
--------- ---------
Total expenses 347,281 457,627
--------- ---------
Net loss before loss on sale of
notes receivable and real estate (326,958) (241,681)
Loss on sale of notes receivable -
related party (note 2) (446,678)
Loss on sale of real estate (25,899) (2,696)
--------- ---------
Net loss $(352,857) $(691,055)
========= =========
Per common share information:
Net loss $ (1.99) $ (3.90)
========= =========
Return of capital dividends $ 0.00 $ 6.00
========= =========
Weighted average number of shares
outstanding 176,980 176,980
========= =========
The accompanying notes are an integral part
of these financial statements
Page 11 of 20 <PAGE>
<TABLE>
Property Secured Investments, Inc.
STATEMENTS OF STOCKHOLDERS' EQUITY
For the years ended December 31, 1995 and 1994
<CAPTION>
Additional Distributions
Common Stock Paid-In In Excess
Shares Amount Capital of Earnings Total
------- ---------- ---------- ------------- ----------
<S> <C> <C> <C> <C> <C>
Balance As Previously
Reported January 1,
1994 176,980 $6,298,479 $ 2,970 $(3,801,292) $2,500,157
Restatement (Note 3) (57,100) (57,100)
------- ---------- -------- ------------ ----------
Balance As Restated
January 1, 1994 176,980 $6,298,479 $ 2,970 $(3,858,392) $2,443,057
Net loss (691,055) (691,055)
Dividends (1,061,877) (1,061,877)
------- ---------- -------- ------------ ----------
Balance As Restated
December 31, 1994 176,980 6,298,479 2,970 (5,611,324) 690,125
Net loss (As Restated)
(Note 3) (352,857) (352,857)
------- ---------- -------- ------------ ----------
Balance As Restated
December 31, 1995 176,980 $6,298,479 $ 2,970 $(5,964,181) $ 337,268
======= ========== ======== =========== ==========
The accompanying notes are an integral part of these financial statements
</TABLE>
Page 12 of 20 <PAGE>
<TABLE>
Property Secured Investments, Inc.
STATEMENTS OF CASH FLOWS
December 31, 1995 and 1994
<CAPTION>
1995
(Restated) 1994
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Interest received $ 13,936 $ 193,042
Operating expenses paid (160,528) (363,667)
Other income received 720 2,582
--------- ----------
Net cash used in operating activities (145,872) (168,043)
Cash flows from investing activities:
Principal payments received on notes receivable 168,235 442,049
Proceeds from sale of notes receivable 728,309
Proceeds from sale of real estate 69,369 303,797
--------- ----------
Net cash provided in investing activities 237,604 1,474,155
Cash flows from financing activities:
Cash distributions to stockholders (1,486,628)
Payments on trust deed note payable (137,530)
----------
Net cash used in financing activities (1,624,158)
Net increase (decrease) in cash 91,732 (318,046)
Cash, beginning of year 170,323 488,369
--------- ----------
Cash, end of year $ 262,055 $ 170,323
========= ==========
Page 13 of 20 <PAGE>
Cash flows from operating activities:
Net loss $(352,857) $ (691,055)
Adjustments to reconcile net loss to net cash
used in operating activities:
Loss on sale of notes receivable 446,678
Loss on sale of real estate 25,899 2,696
Amortization of loan fees (8,163) (50,103)
Provision for losses on notes receivable
and real estate 196,605 105,221
Decrease in accrued interest receivable 2,496 29,781
Decrease in accrued expenses and other liabilities (9,852) (11,261)
--------- ----------
Net cash used in operating activities $(145,872) $ (168,043)
========= ==========
The accompanying notes are an integral part of these financial statements
</TABLE>
Page 14 of 20 <PAGE>
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
------------
Property Secured Investments, Inc. (the "Company" or
"PSI") was incorporated in 1986 and began operations in
1987. The Company has elected to be taxed as a Real
Estate Investment Trust ("REIT"). The Company had
investments in promissory notes collateralized
principally by deeds of trust on California real
property. In 1994, the Company obtained stockholder
approval to convert to a perpetual life REIT.
ESTIMATES
---------
In preparing financial statements in conformity with
generally accepted accounting principles, management
makes estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the
financial statements, as well as the reported amounts of
revenues and expenses during the reporting period.
Actual results could differ from those estimates.
REAL ESTATE
-----------
Real Estate represents one property that the Company
obtained through foreclosure on a trust deed in its
portfolio and is held for sale. The property is
recorded at its estimated fair value less estimated
selling cost, taxes, interest and penalties which is
lower than cost. Costs of maintaining the foreclosed
property are expenses as incurred. The property is
located in Inglewood, California (see note 3).
FEDERAL INCOME TAXES
--------------------
The Company qualifies as a REIT under the Internal
Revenue Code and, accordingly, is not subject to Federal
income taxes on amounts distributed to stockholders,
providing it distributes at least 95% of its taxable
income and meets certain other conditions. The Company
believes that it has met the requirements for continued
qualification as a REIT for the years ended December 31,
1995 and 1994.
Page 15 of 20 <PAGE>
Cash dividends paid or accrued to stockholders for
Federal income tax purposes amounted to $1,061,877 for
the year ended December 31, 1994. These dividends were
a return of capital to the stockholders.
NET LOSS PER SHARE
------------------
Net loss per share is based on the weighted average
number of common shares outstanding.
STOCK SPLIT
-----------
In July 1995, the Company effected a one-for-four
reverse stock split of its common stock. Pursuant to
the terms of such stock split, in lieu of the issuance
of any fractional shares that would otherwise result
from the reverse stock split, the Company shall issue
one additional share of common stock. Note that the
176,980 outstanding share balance is subject to
adjustments based on the actual 1 for 4 reverse split
calculation of each individual account, with the
fractional share interest rounded up to the next full
share. The common stock outstanding and weighted
average shares outstanding for all periods presented
have been adjusted to reflect this stock split.
NOTE 2 - RELATED PARTY TRANSACTIONS
In 1995, certain expenses in the amount of $54,514 were
incurred on behalf of the Company by an officer and were
reimbursed by the Company.
On September 12, 1994, the Company entered into an
agreement to sell substantially all of its notes
receivable and real estate portfolio. The sale price
was $728,309, which resulted in a $446,678 loss. The
notes and real estate portfolio were sold to a company
owned by the current president and member of the board
of directors of the Company, which was pursuant to an
agreement approved by the board of directors and
stockholders of the Company prior to this individual
becoming an officer and a member of the board of
directors of the Company. The agreement was terminated
by agreement of the parties effective as of March 17,
1995. By terminating the agreement, Jess Kent &
Company's right to purchase the remaining assets of the
Company was terminated.
Page 16 of 20 <PAGE>
NOTE 3 - RESTATEMENT
Subsequent to the issuance of the 1995 financial
statements, management discovered that the Company's
real estate held for sale had been auctioned by local
tax authorities due to delinquent property taxes related
to a period prior to ownership. As such, the recorded
value of its real estate held for sale was overstated at
December 31, 1994 and 1995 for unaccrued delinquent
property taxes and was overstated at December 31, 1995
for the writedown to net realizable value. Accordingly,
the accompanying financial statements have been
restated.
The effect of this restatement as of and for the years
ended December 31, 1994 and 1995 is summarized as
follows:
As Previously
Reported As Restated
------------- -----------
1994
----
Real Estate held
for Sale $ 317,365 $ 260,265
Distributions in
excess of earnings (5,554,224) (5,611,324)
1995
----
Real Estate held
for Sale 200,000 100,400
Distributions in
excess of earnings (5,864,581) (5,964,181)
Net Loss (310,357) (352,857)
Page 17 of 20 <PAGE>
PART III
--------
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
------- --------------------------------
(a) Exhibits.
--------
No. Description
-- -----------
3.1 Articles of Incorporation of Property Secured
Investments, Inc., as amended <F*> (3.1)
3.2 Restated Bylaws of Property Secured Investments,
Inc. <F*> (3.2)
27 Financial Data Schedule
[FN]
<F*> Incorporated by reference to the Company's Annual
Report on Form 10-KSB for 1995, filed with the
Commission on March 29, 1996. (References in () are
to original exhibit numbers.)
(b) No Form 8-K was filed during the fourth quarter of
the fiscal year ended December 31, 1995.
Page 18 of 20 <PAGE>
EXHIBIT INDEX
-------------
No. Description Page
-- ----------- ----
3.1 Articles of Incorporation of Property
Secured Investments, Inc., as amended
<F*> (3.1)
3.2 Restated Bylaws of Property Secured
Investments, Inc. <F*> (3.2)
27 Financial Data Schedule 20
[FN]
<F*> Incorporated by reference to the Company's Annual
Report on Form 10-KSB for 1995, filed with the
Commission on March 29, 1996. (References in () are
to original exhibit numbers.)
Page 19 of 20 <PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 262,055
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 262,055
<PP&E> 100,400
<DEPRECIATION> 0
<TOTAL-ASSETS> 362,455
<CURRENT-LIABILITIES> 25,187
<BONDS> 0
0
0
<COMMON> 6,298,479
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 337,268
<SALES> 0
<TOTAL-REVENUES> 20,323
<CGS> 0
<TOTAL-COSTS> 150,676
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 196,605
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (352,857)
<INCOME-TAX> 0
<INCOME-CONTINUING> (352,857)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (352,857)
<EPS-PRIMARY> (1.99)
<EPS-DILUTED> (1.99)
</TABLE>
