<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999
COMMISSION FILE NUMBER 33-4734-D
GRAND ADVENTURES TOUR & TRAVEL PUBLISHING CORPORATION
(FORMERLY RILEY INVESTMENTS, INC.)
-----------------------------------------------------
(Exact name of registrant as specified in charter)
OREGON 93-0950786
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
211 EAST 7TH STREET, 11TH FLOOR, AUSTIN, TEXAS 78701
- ---------------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (512) 391-2000
--------------
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
--- ---
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of May 5, 1999, the Company had
outstanding 3,024,883 shares of its common stock, par value $0.0001.
<PAGE> 2
ITEM 1. FINANCIAL STATEMENTS
GRAND ADVENTURES TOUR & TRAVEL PUBLISHING
CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
Unaudited Audited
March 31, December 31,
ASSETS 1999 1998
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 42,255 $ 236,452
Available for sale securities 1,882,581 1,868,469
Cash - restricted 175,500 175,500
Accounts receivable, net of allowance for
doubtful accounts of $43,163 in 1999 and 1998 181,433 191,226
Due from affiliate, net of allowance for
doubtful accounts of $128,046 in 1999 and 1998 84,691 80,065
Accrued investment income 29,455 17,850
Prepaid other 166,664 96,613
Rooms/Cabins held for sale 276,012 253,901
Prepaid hotel cost 506,283 135,252
Prepaid cruise and tour cost 164,802 78,944
----------- -----------
Total Current Assets 3,509,676 3,134,272
----------- -----------
PROPERTY AND EQUIPMENT, at cost, net of
accumulated depreciation 446,893 410,504
----------- -----------
OTHER ASSETS
Other assets 11,680 11,680
Intangible assets, net of accumulated
amortization 654,884 680,543
----------- -----------
$ 4,623,133 $ 4,236,999
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 120,121 $ 277,802
Other current liabilities 184,541 196,908
Short-term debt 616,500 616,500
Deferred hotel revenue 890,741 471,034
Deferred cruise and tour revenue 206,001 92,209
Deferred subscription revenue 46,153 48,706
----------- -----------
Total Current Liabilities 2,064,057 1,703,159
----------- -----------
OTHER LIABILITIES
Long-term debt -- --
----------- -----------
Total Other Liabilities -- --
----------- -----------
STOCKHOLDERS' (DEFICIT)
Preferred stock, no par value; authorized
10,000,000 shares; none issued and outstanding -- --
Common stock $.0001 par value; authorized
30,000,000 shares; issued and outstanding
3,024,883 in 1999 and 1998,
respectively 302 302
Additional paid-in capital 6,610,474 6,610,474
Accumulated deficit (4,051,700) (4,076,936)
----------- -----------
Total Stockholders' Equity 2,559,076 2,533,840
----------- -----------
$ 4,623,133 $ 4,236,999
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
2
<PAGE> 3
GRAND ADVENTURES TOUR & TRAVEL PUBLISHING
CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Unaudited
Three Months Ended
March 31, March 31,
1999 1998
<S> <C> <C>
REVENUES
Hotel revenue $2,759,580 $ 1,153,083
Cruise and tour revenue 2,824,413 1,481,918
Magazine subscription and advertising revenue 365,573 121,097
Interest income 32,303 20,059
Other revenue 8,202 4,304
---------- -----------
Total Revenues 5,990,071 2,780,461
---------- -----------
COST OF SALES
Hotel cost 2,159,104 906,888
Cruise and tour cost 2,443,819 1,295,890
Magazine publishing cost 252,091 190,580
---------- -----------
Total Cost of Sales 4,855,014 2,393,358
---------- -----------
Gross Profit 1,135,057 387,103
---------- -----------
OPERATING EXPENSES
Selling, general and administrative expenses 336,604 237,203
Wages 730,357 424,557
Depreciation and amortization 42,860 11,950
---------- -----------
Total Operating Expenses 1,109,821 673,710
---------- -----------
Net Income (Loss) Before Income Taxes 25,235 (286,607)
Income Tax Expense -- --
Net Income (Loss) $ 25,235 $ (286,607)
Net Income (Loss) Per Common Share $ 0.01 $ (0.09)
---------- -----------
Weighted Average Common Shares Outstanding 3,024,883 3,021,412
---------- -----------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE> 4
GRAND ADVENTURES TOUR & TRAVEL PUBLISHING CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 1999 and 1998
<TABLE>
<CAPTION>
Unaudited
March 31, March 31,
1999 1998
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 25,235 $ (286,607)
Adjustments to reconcile net loss to cash provided by
operating activities:
Depreciation and amortization 42,860 11,950
Changes in operating assets and liabilities:
Restricted Cash -- (35,440)
Accounts receivable 9,793 16,894
Rooms/Cabins held for sale (22,111) 42,374
Prepaid offering expenses -- 113,508
Prepaid other (70,051) --
Accrued investment income (11,605) --
Prepaid hotel cost (371,031) (145,319)
Prepaid cruise and tour cost (85,858) (198,091)
Other assets -- 2,018
Accounts payable (157,681) (99,117)
Accrued expenses (12,367) (146,404)
Receivable from affiliates and other (4,626) (117,909)
Deferred hotel revenue 419,707 221,214
Deferred cruise and tour revenue 113,792 191,668
Deferred subscription revenue (2,553) 6,019
--------- -----------
Net Cash Provided (Used) by Operating Activities (126,496) (423,242)
--------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of marketable short-term investments (14,112) --
Business acquisitions 4,254 --
Purchase of property and equipment (57,843) (59,195)
--------- -----------
Net Cash Provided (Used) by Investing Activities (67,701) (59,195)
--------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock -- 5,744,312
Repayments of notes payable -- (1,573,374)
--------- -----------
Net Cash Provided by Financing Activities -- 4,170,938
--------- -----------
Net Increase (Decrease) in Cash (194,197) 3,688,501
Cash at Beginning of Period (Overdraft) 236,452 (26,095)
--------- -----------
Cash at End of Period $ 42,255 $ 3,662,406
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the period for interest $ 12,317 $ 24,405
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
Supplemental schedule of noncash investing and financing activities:
For the three months ended March 31, 1998, the Company had a noncash
transaction whereby $863,388 of convertible notes payable were converted into
389,554 shares of the Company's common at the date of offering.
The Company had net noncash transactions for the three months ended March
31, 1999 in the amount of $22,111 which represents the net change between
utilization of room credits used during the quarter and new room credits
acquired under advertising agreements. For the three months ended March 31,
1998, the net change in the room credits was $42,374.
4
<PAGE> 5
GRAND ADVENTURES TOUR & TRAVEL PUBLISHING
CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
(Unaudited)
1. GENERAL
The accompanying unaudited consolidated financial statements have been prepared
in conformity with the accounting principles stated in the audited financial
statements for the year ended December 31, 1998 and reflect all adjustments
which are, in the opinion of management, necessary for a fair statement of the
financial position as of March 31, 1999 and the results of operations for the
periods presented. These statements have not been audited or reviewed by the
Company's independent certified public accountants. The operating results for
the interim periods are not necessarily indicative of results for the full
fiscal year.
The notes to consolidated financial statements appearing in the Company's Annual
Report on form 10-KSB for the year ended December 31, 1998 filed the Securities
Exchange Commission should be read in conjunction with this Quarterly Report on
Form 10-QSB. There have been no significant changes in the information in those
notes other than from normal business activities of the Company.
2. COMMON STOCK
On February 5, 1998, the Company issued stock pursuant to a public offering
(Offering) whereby, 1,200,000 common shares were issued for $5.00 per share.
Gross proceeds from the Offering totaled $6,000,000 with net proceeds (after
underwriting discount, commissions and expenses) to the Company of $5,230,000.
In conjunction with the Offering, $863,388 of debt was converted into 389,554
shares of common stock.
5
<PAGE> 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION
The financial information set forth in the following discussion should be read
in conjunction with, and qualified in its entirety by, the financial statements
of the Company included elsewhere herein.
GENERAL
Gross revenue for the quarter ended March 31, 1999 increased 115% over the
comparable quarter for 1998. The Company realized gross revenue of approximately
$6 million and positive net income of $25 thousand as compared to gross revenue
of $2.8 million and a loss of $287 thousand for the prior year quarter. Earned
revenues registered substantial increases in all product lines over the
comparable first quarter of 1998. Hotel and resort travel sales increased 139%,
cruise and tour travel sales increased 91% and advertising sales increased 202%.
The Company experienced significant increases in phone volume, web site
transactions and advertising contracts during the first quarter and as a result
added 20 new personnel primarily in the reservation center in order to
accommodate this increase in business. The Company had 92 full-time employees at
March 31, 1999.
New travel bookings with money (either paid in full or a deposit received) were
approximately $7.7 million for the quarter and new advertising contracts for the
Company's publications were in excess of $1 million. The Company does not
recognize travel revenue as earned until travel has occurred therefore the new
bookings mentioned above may have been earned during the quarter while others
will be earned in the future. The Company endeavors to require some form of
payment at the time of booking. Most of the advertising contracts cited are
twelve-month commitments and therefore are recognized into income over the
contract period. Expenses associated with generating these bookings and
advertising contracts were expensed as incurred.
The Company believes this increase in business was a direct result of increased
marketing efforts including increasing the number of field representatives
distributing the Company's marketing materials to professional airline personnel
around the world (from approximately 550 a year ago to over 1,550 as of March
1999) as well as increasing the number of publications distributed from
approximately 15,000 magazines in January 1998 to over 100,000 as of March 1999.
The Company has also focused on development of its product base resulting in an
increased number of properties and destinations available from approximately 500
properties at the beginning of 1998 to almost 1,300 as of March 1999. The
Company believes that the benefits of these efforts will not be limited to the
periods in which these efforts were made but provides a foundation for continued
future growth.
FINANCIAL CONDITION AND CHANGES IN FINANCIAL CONDITION
Total current assets increased $375 thousand during the quarter to $3.5 million
and current liabilities increased $360 thousand to $2.1 million. The primary
cause for both of these increases relate to the significant increase in bookings
that occurred during the quarter in that prepayments to vendors and deferred
revenues received from clients are not recognized as earned until travel has
occurred. These prepaid assets and deferred liabilities are short-term in nature
due to the short time frame between booking date and travel date.
Total cash and investment securities decreased $200 thousand during the quarter
as a result of the continued funding of liabilities associated with the
acquisitions that occurred in December 1998 and the prepayment of approximately
$120 thousand for paper that will be utilized in printing of the Company's
publications over the next few months. Substantially all of the liabilities
assumed in the acquisitions have been satisfied as of March 31, 1999. The
restricted cash balance of $175 thousand represents a portion of the Company's
certificates of deposit pledged as a reserve for charge backs against the
Company's Visa/MasterCard credit card processing and also pledged against
various letters of credit to hotel/cruise vendors. The letters of credit serve
as security for the vendors to allow the Company to make last minute bookings
with these vendors without having to pay in advance of travel. None of these
letters of credit have been drawn on to date.
Accounts receivable balances are comprised primarily of advertising revenue due
from vendors that advertised in the Magazine and Updates. Room/Cabins held for
sale arises out of advertising agreements where hotels allot rooms in exchange
for advertising in the Company's publications. There was also a balance due from
affiliates, which is secured by a short term promissory note bearing interest
and collateralized by shares in a publicly traded company. The agreement calls
for the shares to be sold on the open market over time with the proceeds being
used to pay off the balance due the Company.
RESULTS OF OPERATIONS
Overall Operating Results
The Company had net income for the quarter ended March 31, 1999 of $25 thousand,
as compared to a loss of $287 thousand for the comparable prior year quarter.
The current net income is primarily a result of increased traveled revenue and
advertising sales associated with the expansion of its marketing distributions.
The marketing expansion over the last year: (a) more than doubled the number of
properties and destinations offered to interliners (from approximately 500
properties at the beginning of 1998 to almost 1,300 as of March 1999), (b) more
than doubled the number of field representatives distributing marketing material
(from approximately 550 a year ago to over 1,550 as of March 1999), and (c)
increased the number of magazines being distributed more
6
<PAGE> 7
than six times over prior levels (from approximately 15,000 in January 1998 to
over 100,000 as of March 1999). In addition, the Company's Update was changed
from a bi-monthly publication to monthly (with approximately 300,000 copies now
being distributed on a monthly basis, effectively doubling the number of Updates
printed and distributed). The Company believes that the benefits of this
expansion were not fully realized in 1998, and will be realized in subsequent
periods as well. For example, travel and advertising revenues for the first
quarter of 1999, and bookings which lead to travel revenues, are substantially
in excess of comparable periods in the first quarter of 1998.
Revenue
Gross revenue for the quarter ended March 31, 1998 increased 115% over the
comparable 1998 quarter levels. Hotel and resort sales increased 139% while
cruises/tours sales increased 91% over the 1998 quarter. Advertising and
subscription revenues increased 202% over this same time frame. A substantial
number of these advertising contracts call for the Company to receive a number
of room night credits in lieu of cash payments. Management anticipates that both
travel and advertising sales should continue to grow with the aid of a stronger
distribution network for its publications and a consistent and increased
publishing schedule. Management believes that the revenues from the publishing
and travel portions of its business are integrally tied to one another -
improved hotel sales, for example, facilitate sales of advertising to hotels and
increased hotel advertising improves the likelihood of sales of rooms within the
advertising hotels.
The Company recognizes hotel and cruise revenues on a "booked, paid, traveled"
basis (i.e. revenue is not earned until the passenger has traveled). The Company
sells advertising over a given number of issues and advertising revenues are
recognized as the applicable publications are printed and distributed.
Cost of Goods Sold
The gross margin for hotel and resort sales for the quarter ended March 31, 1999
was 21.8% which represents a slight increase over the 1998 first quarter margin
of 21.3%. Cruise and tour gross margin was 13.4% for the current quarter as
compared to 12.5% for the prior year. Margins for both hotels and cruises can
fluctuate depending on a number of factors relative to the properties being sold
(competition, location, availability of supply and others). Publishing cost
which includes the pre-production, printing, paper and delivery of the Company's
magazine and Updates increased due to the increase in the number of publications
being distributed. Publishing margin for the current quarter was a positive 31%
as compared to a negative 57% for the prior year quarter. The primary reason for
this major turnaround in margin was the substantial increase in advertising
revenue. The Company anticipates that the number of Magazines and Updates issued
in the future will continue to increase as the Company increases its airline
employee database through its marketing efforts as well as possible future
acquisitions of interline related companies.
Operating Expenses
Operating expenses for the current quarter increased 65% over the prior year
quarter. The primary increases in expenses relate to increased staffing at both
the support and reservation personnel levels. Over the past twelve months the
Company added reservation, marketing, accounting, and management information
services personnel in order to service both the increase in telephone and Web
site inquiries. The Company has an interactive, searchable web site
(http://perx.com) containing information and rates for most of the properties it
sells. There were also increases in depreciation and goodwill amortization due
to the aforementioned furniture and equipment purchases and acquisitions.
Because of the increase in new bookings, the Company also experienced a
significant increase in credit card fees, telephone, postage and delivery
charges. The revenue associated with these expenditures will be recognized when
travel has occurred which may or may not be in the same quarter as the expense.
During the quarter ended March 31, 1999, the Company re-negotiated its long
distance rate with its current telephone services provider which should result
in a substantial monthly savings in that area. The Company is also currently
undergoing a postal rate audit on the distribution of the magazine which, if
successful, should result in substantial on-going savings in that area as well.
With the anticipated increase in sales, the Company believes that the following
types of operating expenses will vary with travel sales and generally increase
as travel sales increase: reservation personnel costs, credit card fees,
telephone, and postage and delivery expenses. The actual levels of these
expenses will be a function of numerous factors including but not limited to the
experience, closing capabilities and product knowledge of the reservation staff.
LIQUIDITY AND CAPITAL RESOURCES
The Company continues to hold a substantial cash reserve in order to implement
the future plans of the Company. The Company does not currently foresee any
liquidity problems in funding its future growth with these cash reserves and
funds generated from operations and sales generated from acquired entities.
7
<PAGE> 8
NEW ACCOUNTING PRONOUNCEMENTS
The Company has adopted FASB Statement 128. It is not expected that the Company
will be impacted by other recently issued standards. FASB Statement 128 presents
new standards for computing and presenting earnings per share (EPS). The
Statement is effective for financial statements for both interim and annual
periods ending after December 15, 1997.
FASB Statement 131 presents news standards for disclosures about segment
reporting. The Company does not believe that this accounting standard applies to
the Company as all operations of the Company are integrated for financial
reporting and decision making purposes.
YEAR 2000 PREPAREDNESS
The Company recognizes that computer systems and all forms of electronic
technology, information technologies and non-information technologies, could be
adversely affected by the year 2000 date. This is because many systems and
technology components use a two-digit field to represent the year in dates
(e.g., "98" rather than "1998"). With the advent of year 2000, systems and
programs may fail or produce incorrect data believing it is the year 1900,
causing not just information technology problems but also business and
operations problems.
The Company is currently in the process of evaluating its information technology
infrastructure for Year 2000 compliance. The Company's accounting and
reservation systems have been upgraded to accommodate the Year 2000 and beyond.
The Company currently does not expect that the cost of its Year 2000 compliance
program will be material to its financial condition or results of operations or
that its business will be adversely affected by the Year 2000 issue in any
material respect. Nevertheless, achieving Year 2000 compliance is dependent on
many factors, some of which are not completely within the Company's control.
Should either the Company's internal systems or the internal systems of one or
more significant vendors or suppliers fail to achieve Year 2000 compliance, the
Company's business and its results of operations could be adversely affected.
INFLATION
The Company's results of operations have not been affected by inflation and
management does not expect inflation to have a significant effect on its
operations in the future because of the short time frame between reservation
bookings and the dates of travel.
FOREIGN CURRENCY RISK
The Company has recently entered into contracts with certain hotels/resorts
located primarily in Europe which stipulate conversion of U.S. dollars into
different European currencies at time of travel. The Company is currently
evaluating its foreign currency risk in regard to these contracts. To date, the
amount of Company sales of these properties has been immaterial to the Company's
financial operations and the Company has not experienced any erosion of margins
on sales of these properties due to currency conversion rates. There can be no
assurance given that foreign currency risk will not have a material adverse
affect on future foreign travel sales.
FORWARD-LOOKING INFORMATION
From time to time, the Company or its representatives have made or may make
forward-looking statements, orally or in writing. Such forward-looking
statements may be included in, but not limited to, press releases, oral
statements made with the approval of an authorized executive officer or in
various filings made by the Company with the Securities and Exchange Commission.
Words or phases "will likely result", "are expected to", "will continue", "is
anticipated", "estimate", "project or projected", or similar expressions are
intended to identify "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995 (the "Reform Act"). The Company
wishes to ensure that such statements are accompanied by meaningful cautionary
statements, so as to maximize to the fullest extent possible the protections of
the safe harbor established in the Reform Act. Accordingly, such statements are
qualified in their entirety by reference to and are accompanied by the following
discussion of certain important factors that could cause actual results to
differ materially from such forward-looking statements.
Management is currently unaware of any trends or conditions other than those
previously mentioned in this management's discussion and analysis that could
have a material adverse effect on the Company's consolidated financial position,
future results of operations, or liquidity. However, investors should also be
aware of factors that could have a negative impact on the Company's prospects
and the consistency of progress in the areas of revenue generation, liquidity,
and generation of capital resources. These include: (i) variations in the mix of
hotel, cruise, and magazine revenues, (ii) possible inability to attract
investors for its equity securities or otherwise raise adequate funds from any
source should the Company seek to do so, (iii) increased governmental
regulation, (iv) increased competition, (v) unfavorable outcomes to litigation
involving the Company or to which the Company may become a party in the future
and, (vi) a very competitive and rapidly changing operating environment.
Furthermore, reference is also made to other sections of this report that
include factors that could adversely impact the Company's business and financial
performance.
The risks identified here are not all inclusive. New risk factors emerge from
time to time and it is not possible for Management to predict all of such risk
factors, nor can it assess the impact of all such risk factors on the Company's
business or the extent to which any factor or combination of factors may cause
actual results to differ materially from those contained in any forward-looking
statements. Accordingly, forward-looking statements should not be relied upon as
a prediction of actual results.
8
<PAGE> 9
PART II OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
b. Reports on Form 8-K
None
9
<PAGE> 10
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
(Registrant) Grand Adventures Tour & Travel
Publishing Corporation
By /s/ Joseph S. Juba
-------------------------------
Joseph S. Juba, President/
Chief Operating Officer
Date May 11, 1999
---------------
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By /s/ Darrell W. Barker
--------------------------------------
Darrell W. Barker,
Chief Financial Officer
Date May 11, 1999
---------------------------
By /s/ Matthew O'Hayer
--------------------------------------
Matthew O'Hayer, Chairman of the Board
and Chief Executive Officer
Date May 11, 1999
---------------------------
By /s/ Robert Sandner
--------------------------------------
Robert Sandner, Director
Date May 11, 1999
---------------------------
By /s/ Robert Rader
--------------------------------------
Robert Rader, Director
Date May 11, 1999
---------------------------
By /s/ Duane K. Boyd
--------------------------------------
Duane K. Boyd, Director
Date May 11, 1999
---------------------------
10
<PAGE> 11
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
27.1 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 42,255
<SECURITIES> 1,882,581
<RECEIVABLES> 437,333
<ALLOWANCES> (171,209)
<INVENTORY> 273,012
<CURRENT-ASSETS> 3,509,676
<PP&E> 578,672
<DEPRECIATION> (131,779)
<TOTAL-ASSETS> 4,623,133
<CURRENT-LIABILITIES> 2,064,057
<BONDS> 0
0
0
<COMMON> 302
<OTHER-SE> (4,051,700)
<TOTAL-LIABILITY-AND-EQUITY> 4,623,133
<SALES> 5,949,566
<TOTAL-REVENUES> 5,990,071
<CGS> 4,855,014
<TOTAL-COSTS> 4,855,014
<OTHER-EXPENSES> 1,109,821
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 25,235
<INCOME-TAX> 0
<INCOME-CONTINUING> 25,235
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 25,235
<EPS-PRIMARY> 0.01
<EPS-DILUTED> 0.01
</TABLE>
