<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal quarter ended: Commission file number:
JULY 31, 1997 0-14939
CROWN CASINO CORPORATION
(Exact name of registrant as specified in its charter)
TEXAS 63-0851141
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4040 N. MACARTHUR BLVD., SUITE 100, IRVING, TEXAS
(Address of principal executive offices)
75038-6424
(Zip Code)
(972) 717-3423
(Registrant's telephone number, including area code)
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 [ ]
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
<TABLE>
<CAPTION>
Outstanding at
Title of Each Class September 16, 1997
------------------- ------------------
<S> <C>
Common stock, par value $.01 per share 9,838,785
</TABLE>
<PAGE> 2
PART I
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS Crown Casino Corporation
<TABLE>
<CAPTION>
July 31, 1997 April 30,
(Unaudited) 1997
------------- -------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 11,890,131 $ 21,117,960
Receivables 735,771 345,780
Loans held for sale 314,500
Prepaids and other assets 97,221 37,674
Land held for sale 15,150,000 15,150,000
------------- -------------
Total current assets 28,187,623 36,651,414
------------- -------------
Property and equipment:
Furniture, fixtures and equipment 1,893,868 1,811,581
Less accumulated depreciation (222,059) (226,404)
------------- -------------
1,671,809 1,585,177
------------- -------------
Note receivable from CMN 4,226,743
Investment in CMN and related assets 2,977,663
------------- -------------
$ 37,063,838 $ 38,236,591
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 86,062 $ 41,284
Accrued liabilities 804,934 422,609
Income taxes payable 335,000
Deferred income taxes 1,420,000 1,325,000
------------- -------------
Total current liabilities 2,310,996 2,123,893
------------- -------------
Deferred income taxes, less current portion 460,000 400,000
Commitments and contingencies
Stockholders' equity:
Preferred stock, par value $.01 per share, 1,000,000 shares
authorized; none issued or outstanding
Common stock, par value $.01 per share, 50,000,000 shares authorized
9,935,785 issued and outstanding (10,394,585 at April 30, 1997) 99,358 103,946
Additional paid-in capital 37,390,928 38,496,803
Accumulated deficit (3,197,444) (2,888,051)
------------- -------------
Total stockholders' equity 34,292,842 35,712,698
------------- -------------
$ 37,063,838 $ 38,236,591
============= =============
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE> 3
CONSOLIDATED STATEMENTS OF OPERATIONS Crown Casino Corporation
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
July 31,
1997 1996
------------ ------------
<S> <C> <C>
Revenues:
Interest income $ 379,048 $ 601,095
Fees and rentals from CMN 89,967
Other income 25,195
------------ ------------
494,210 601,095
------------ ------------
Costs and expenses:
General and administrative 1,110,287 601,918
Depreciation and amortization 92,364 44,535
Gaming development 18,556
------------ ------------
1,202,651 665,009
------------ ------------
Other income (expense):
Equity in earnings of CMN 239,879
Interest expense (25,111)
Gain on sale of SCGC 14,934,543
------------ ------------
239,879 14,909,432
------------ ------------
Income (loss) before income taxes (468,562) 14,845,518
Provision (benefit) for income taxes (159,169) 1,225,000
------------ ------------
Net income (loss) $ (309,393) $ 13,620,518
============ ============
Earnings (loss) per share $ (.03) $ 1.16
============ ============
Weighted average common and common
equivalent shares outstanding 10,240,868 11,781,160
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 4
CONSOLIDATED STATEMENTS OF CASH FLOWS Crown Casino Corporation
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
July 31,
1997 1996
------------- -------------
<S> <C> <C>
Operating activities:
Net income (loss) $ (309,393) $ 13,620,518
Adjustments to reconcile net income to net
cash provided (used) by operating activities:
Depreciation and amortization 92,364 44,535
Deferred income taxes 155,000 1,000,000
Equity in earnings of CMN (239,879)
Gain on sale of SCGC (14,934,543)
Changes in assets and liabilities:
Receivables (389,991) 674,646
Loans originated or acquired (314,500)
Prepaids and other assets (59,547) 14,554
Accounts payable and accrued liabilities 412,103 (381,080)
Income taxes payable (335,000) 225,000
------------- -------------
Net cash provided (used) by operating activities (988,843) 263,630
------------- -------------
Investing activities:
Purchase of assets (128,522) (78,113)
Purchase of CMN and related assets (7,000,001)
------------- -------------
Net cash used by investing activities (7,128,523) (78,113)
------------- -------------
Financing activities:
Purchase of common stock (1,110,463) (236,587)
Payments of debt and capital lease obligations (21,682)
------------- -------------
Net cash used by financing activities (1,110,463) (258,269)
------------- -------------
Decrease in cash and cash equivalents (9,227,829) (72,752)
Cash and cash equivalents at: Beginning of period 21,117,960 668,853
------------- -------------
End of period $ 11,890,131 $ 596,101
============= =============
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Crown Casino Corporation
FOR THE THREE MONTHS ENDED JULY 31, 1997
(Unaudited)
NOTE A - History and Description of Business
Crown Casino Corporation ("Crown" or the "Company") is a holding company which
presently owns 79% of Concorde Acceptance Corporation ("Concorde"), a sub-prime
mortgage lender, and 49% of Casino Magic Neuquen S.A. ("CMN"), a casino
operator in the Province of Neuquen, Argentina. Crown also owns 100% of Gaming
Entertainment Management Services, Inc. ("GEMS") which owned an 18.6 acre tract
of land in the gaming district of Las Vegas, Nevada. In September 1997 GEMS
sold the Las Vegas land for $15.25 million. The Company is presently focusing
on (i) the acquisition or development of other casino gaming properties in
Argentina, (ii) the development and expansion of Concorde's mortgage based
lending business, and (iii) the potential acquisition or development of other
businesses unrelated to casino gaming or mortgage based lending.
From June 1993, with the acquisition of 100% of St. Charles Gaming Company,
Inc. ("SCGC"), until November 1996, the Company's primary business focus was
that of owning, operating and developing casino gaming properties. SCGC owns
and operates a riverboat gaming casino located in Calcasieu Parish, Louisiana,
which had been in the development stage until opening in July 1995. In June
1995 the Company sold a 50% interest in SCGC to Louisiana Riverboat Gaming
Partnership ("LRGP") and in May 1996 sold its remaining 50% interest in SCGC to
Casino America, Inc. ("Casino America") (see Note D).
In November 1996 the Company decided to cease pursuing gaming opportunities in
the United States and began pursuing business opportunities in fields unrelated
to casino gaming. As a result in June 1997 the Company, along with certain
newly hired management personnel, formed Concorde. Concorde is in the business
of originating, purchasing, servicing and selling sub-prime mortgage loans
which are secured primarily by first and second liens on residential
properties. These loans are expected to be sold in privately negotiated
transactions as well as to institutional investors in the secondary market
through securitization programs.
Also in June 1997 the Company acquired a 49% interest in CMN and related assets
from Casino Magic Corp. ("Casino Magic"). CMN operates casinos in the cities
of Neuquen and San Martin de los Andes in the Province of Neuquen, Argentina
under an exclusive concession contract (see Note C).
NOTE B - BASIS OF PRESENTATION
General
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three month period
ended July 31, 1997 are not necessarily indicative of the results that may be
expected for the year ended April 30, 1998. For further information, refer to
the consolidated financial statements and footnotes thereto included in the
Company's annual report on Form 10-K for the year ended April 30, 1997.
Amortization of CMN Related Assets
As discussed in Note C the Company acquired interests in certain agreements and
other assets in connection with its purchase of 49% of CMN. The management and
royalty agreements are being amortized over 9 1/2 years which represents the
remaining term of the concession contract. The slot equipment and lease are
being amortized over five years.
Reclassifications
Certain prior year amounts in the accompanying financial statements have been
reclassified to conform to the fiscal 1998 presentation.
5
<PAGE> 6
NOTE C - ACQUISITION OF 49% OF CMN
On June 2, 1997 the Company acquired 49% of the capital stock of CMN, as well
as interests in certain other assets and contracts related to CMN, from Casino
Magic for a purchase price of $7 million. CMN operates casinos in the cities
of Neuquen and San Martin de los Andes in the Province of Neuquen, Argentina
under an exclusive concession contract that expires in 2007, but can be
extended by CMN for an additional five years under certain circumstances. The
interests in certain other assets and contracts include (i) a demand promissory
note in the amount of $4,226,743 issued by CMN, (ii) a 16.4% interest in a
certain management agreement relating to CMN, and (iii) a 49% interest in (a)
slot machines and a related lease agreement, and (b) a certain royalty
agreement relating to CMN.
Pursuant to the various CMN agreements, the Company receives its respective
share of various fees and rental payments due under such agreements.
The Company has allocated the purchase price as follows (in thousands):
<TABLE>
<S> <C>
Purchase price:
Cash $7,000
Transaction costs 15
------
$7,015
======
Purchase price allocation:
Note receivable $4,226
Management and royalty agreements 504
Slot equipment and lease 1,290
Stock of CMN 995
------
$7,015
======
</TABLE>
At July 31, 1997 CMN had assets, liabilities and stockholders' equity of
approximately $12.4 million, $10.0 million, and $2.4 million, respectively.
For the three months ended July 31, 1997 CMN's summarized unaudited results of
operations were as follows (in thousands):
<TABLE>
<S> <C>
Revenues $4,639
Costs and expenses 3,692
Provision for income taxes 322
------
Net income $ 625
======
</TABLE>
The following unaudited condensed pro forma results of operations of the
Company for the three months ended July 31, 1997 and 1996 were prepared as if
the acquisition of 49% of CMN and related assets had occurred on May 1, 1997
and May 1, 1996, respectively (in thousands, except per share amounts). The
adjustments to the historical financial statements principally consist of (i)
recognizing the Company's pro-rata share of CMN earnings and contractual fees,
(ii) recording interest income on the note receivable from CMN, (iii)
eliminating interest income on the $7 million used to acquire 49% of CMN and
related assets, and (iv) amortizing the CMN related agreements and equipment.
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
July 31, 1997 July 31, 1996
------------- -------------
<S> <C> <C>
Revenue $ 537 $ 615
Net income (loss) (253) 13,804
Income (loss) per share $ (.02) $ 1.17
</TABLE>
The unaudited condensed pro forma results of operations are not necessarily
indicative of future results or the results that would have occurred had the
acquisition of 49% of CMN and related assets taken place on the dates
indicated.
6
<PAGE> 7
NOTE D - SALE OF SCGC INTEREST
On May 3, 1996 the Company sold its remaining 50% interest in SCGC to Casino
America for (i) 1,850,000 shares of Casino America common stock, which the
Company valued at $6.50 per share, (ii) the exchange of the $20 million LRGP
Note for LRGP Note A and LRGP Note B, each in the principal amount of $10
million and bearing interest at 11.5% per annum, and (iii) an additional non-
detachable five-year warrant to purchase up to another 416,667 shares of Casino
America common stock at an exercise price of $12 per share. In connection with
this transaction, in May 1996, the Company recorded a gain before income taxes
of approximately $14.9 million.
Other than a guarantee of certain leases, for which the Company has been
indemnified by LRGP, the Company is not liable for any obligations of SCGC.
NOTE E - STOCK REPURCHASE PROGRAM
In March 1996 the Company's Board of Directors approved a program, as amended,
to repurchase up to 2,000,000 shares of the Company's common stock from time to
time in the open market. At July 31, 1997 the Company had repurchased
1,739,774 shares pursuant to this program. The timing and amount of future
share repurchases, if any, will depend on various factors including market
conditions, available alternative investments and the Company's financial
position.
NOTE F - SETTLEMENT OF LAWSUITS
On September 21, 1994 an action was filed against the Company and SCGC in the
24th Judicial District Court for the Parish of Jefferson, Louisiana by Avondale
Industries, Inc. ("Avondale"). In this action Avondale alleged that the
Company was contractually obligated to Avondale for the construction of SCGC's
riverboat vessel based upon a letter of intent (allegedly reaffirming a
previous agreement entered into between Avondale and SCGC). Avondale was
seeking unspecified damages including "all lost profits and lost overhead" and
attorneys fees. Avondale claimed its lost profits and lost overhead amounted
to approximately $2.5 million. This matter was settled in August, 1997, by the
payment to Avondale of an undisclosed sum, which sum has been reflected in
these financial statements.
In July 1997 an action was filed against certain officers of Concorde, along
with Concorde and the Company (collectively, the "Defendants") in the 134th
Judicial District Court of Dallas County, Texas by Eagle Capital Corp.
("Eagle"). In this action Eagle alleged that while such officers were employed
by Eagle they disseminated confidential and proprietary information regarding
Eagle to the Company in order to create a competing business. Eagle sought to
enjoin all Defendants from their alleged possession and use of Eagle's
confidential business information and to recover damages in an unspecified
amount. This matter was settled in August, 1997, with full release of all
parties and without the payment by the Company of any monetary consideration.
NOTE G - COMMITMENTS AND CONTINGENCIES
The Company has entered into severance agreements with its three executive
officers which provide for payments to the executives in the event of their
termination after a change in control, as defined, of the Company. The
agreements provide, among other things, for a compensation payment equal to
2.99 times the annual compensation paid to the executive, as well as
accelerated vesting of options under the Company's incentive stock option plan,
in the event of such executive's termination in connection with a change in
control.
NOTE H - SUPPLEMENTAL CASH FLOW INFORMATION
Supplemental cash flow disclosures are as follows for the three months ended
July 31, 1997 and 1996:
<TABLE>
<CAPTION>
Three Months Ended
July 31,
1997 1996
---- ----
<S> <C> <C>
Stock received for sale of second 50%
interest in SCGC $12,025,000
Interest paid, net of amount capitalized 33,493
Income taxes paid $300,000
</TABLE>
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the Company's
consolidated financial statements appearing elsewhere in this report.
OVERVIEW
Crown Casino Corporation ("Crown" or the "Company") is a holding company which
presently owns 79% of Concorde Acceptance Corporation ("Concorde"), a sub-prime
mortgage lender, and 49% of Casino Magic Neuquen S.A. ("CMN"), a casino
operator in the Province of Neuquen, Argentina. Crown also owns 100% of Gaming
Entertainment Management Services, Inc. ("GEMS") which owned an 18.6 acre tract
of land in the gaming district of Las Vegas, Nevada. In September 1997 GEMS
sold the Las Vegas land for $15.25 million. The Company is presently focusing
on (i) the acquisition or development of other casino gaming properties in
Argentina, (ii) the development and expansion of Concorde's mortgage based
lending business, and (iii) the potential acquisition or development of other
businesses unrelated to casino gaming or mortgage based lending.
Since its inception in 1983 through June 1993 the Company was principally
engaged in various facets of the cable and related programming businesses.
From June 1993, with the acquisition of 100% of St. Charles Gaming Company,
Inc. ("SCGC"), until November 1996, the Company's primary business focus was
that of owning, operating and developing casino gaming properties. SCGC owns
and operates a riverboat gaming casino located in Calcasieu Parish, Louisiana,
which had been in the development stage until opening in July 1995. In June
1995 the Company sold a 50% interest in SCGC to Louisiana Riverboat Gaming
Partnership ("LRGP") and in May 1996 sold its remaining 50% interest in SCGC to
Casino America, Inc.
In November 1996 the Company decided to cease pursuing gaming opportunities in
the United States and began pursuing business opportunities in fields unrelated
to casino gaming. As a result in June 1997 the Company, along with certain
newly hired management personnel, formed Concorde. Concorde is in the business
of originating, purchasing, servicing and selling sub-prime mortgage loans
which are secured primarily by first and second liens on residential
properties. These loans are expected to be sold in privately negotiated
transactions as well as to institutional investors in the secondary market
through securitization programs.
Also in June 1997 the Company acquired a 49% interest in CMN and related assets
from Casino Magic Corp. for a purchase price of $7 million. CMN operates
casinos in the cities of Neuquen and San Martin de los Andes in the Province of
Neuquen, Argentina under an exclusive concession contract.
RESULTS OF OPERATIONS
Three months ended July 31, 1997 compared to the three months ended July 31,
1996
Interest income for the three months ended July 31, 1997 decreased $222,047
compared to the same period in the prior fiscal year. The decrease was
principally the result of earning 11.5% per annum on the $20 million of notes
due from LRGP in the prior fiscal period, as compared to earning from 5.3% to
11.7% on monies invested in certain money market funds, residential mortgage
notes and certain other notes held during the current fiscal period.
General and administrative expenses for the three months ended July 31, 1997
increased $508,369 compared to the same period in the prior fiscal year. The
increase was principally the result of (i) approximately $520,000 of costs
associated with defending and settling certain lawsuits, and (ii) approximately
$70,000 of personnel, licensing and marketing costs associated with the
formation and development of Concorde's mortgage based lending business,
partially offset by decreases in compensation and travel expenses.
Depreciation and amortization for the three months ended July 31, 1997
increased $47,829 compared to the same period in the prior fiscal year. The
increase was the result of amortizing certain CMN related assets and
agreements. Gaming development costs for the three months ended July 31, 1997
decreased $18,556 compared to the same period in the prior fiscal year as a
result of the Company's decision to cease pursuing gaming opportunities in the
United States.
LIQUIDITY AND CAPITAL RESOURCES
As of September 12, 1997 the Company's sources of liquidity included (i)
approximately $25 million cash on hand, (ii) approximately $6 million of
mortgage and other notes receivable, and (iii) the issuance of debt and/or
equity.
While the Company is focusing on (i) the acquisition or development of other
casino gaming properties in Argentina, (ii) the
8
<PAGE> 9
development and expansion of Concorde's mortgage based lending business, and
(iii) the potential acquisition or development of other businesses unrelated to
casino gaming or mortgage based lending, the Company has made no definitive
plans for the utilization of the Company's capital resources. Presently
management believes that the Company's capital resources are sufficient to
satisfy its capital needs for the fiscal year ending April 30, 1998.
In March 1996 the Company's Board of Directors approved a program, as amended,
to repurchase up to 2,000,000 shares of the Company's common stock from time to
time in the open market. As of July 31, 1997 the Company had repurchased
1,739,774 shares pursuant to this program. The timing and amount of future
share repurchases, if any, will depend on various factors including market
conditions, available alternative investments and the Company's financial
position.
FORWARD-LOOKING INFORMATION
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for certain forward-looking statements. Certain information included in this
Quarterly Report on Form 10-Q contains, and other materials filed or to be
filed by the Company with the Securities and Exchange Commission (as well as
information included in oral statements or other written statements made or to
be made by the Company or its management) contain or will contain forward-
looking statements within the meaning of Section 21E of the Securities Exchange
Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as
amended. Such forward-looking statements address, among other things, the
Company's current focus on (i) the acquisition or development of other casino
gaming properties in Argentina, (ii) the development and expansion of
Concorde's mortgage based lending business, and (iii) the potential acquisition
or development of other businesses unrelated to casino gaming or mortgage based
lending. Such forward-looking statements are based upon management's current
plans or expectations and are subject to a number of uncertainties and risks
that could significantly affect current plans, anticipated actions and the
Company's future financial condition and results. As a consequence, actual
results may differ materially from those expressed in any forward-looking
statements made by or on behalf of the Company as a result of various factors.
Uncertainties and risks related to such forward-looking statements include, but
are not limited to, the risk that the Company may not (i) acquire or develop
other casino gaming properties in Argentina, (ii) expand Concorde's mortgage
based lending business, or (iii) acquire or develop other businesses unrelated
to casino gaming or mortgage based lending, or if so acquired or developed,
operate such businesses profitably. Any forward-looking statements are made
pursuant to the Private Securities Litigation Reform Act of 1995 and, as such,
speak only as of the date made.
9
<PAGE> 10
PART II
ITEM 1. LEGAL PROCEEDINGS. Crown Casino Corporation
On September 21, 1994 an action was filed against the Company and SCGC in the
24th Judicial District Court for the Parish of Jefferson, Louisiana by Avondale
Industries, Inc. ("Avondale"). In this action Avondale alleged that the
Company was contractually obligated to Avondale for the construction of SCGC's
riverboat vessel based upon a letter of intent (allegedly reaffirming a
previous agreement entered into between Avondale and SCGC). Avondale was
seeking unspecified damages including "all lost profits and lost overhead" and
attorneys fees. Avondale claimed its lost profits and lost overhead amounted
to approximately $2.5 million. This matter was settled in August, 1997, by the
payment to Avondale of an undisclosed sum, which sum has been reflected in
these financial statements.
In July 1997 an action was filed against certain officers of Concorde, along
with Concorde and the Company (collectively, the "Defendants") in the 134th
Judicial District Court of Dallas County, Texas by Eagle Capital Corp.
("Eagle"). In this action Eagle alleged that while such officers were employed
by Eagle they disseminated confidential and proprietary information regarding
Eagle to the Company in order to create a competing business. Eagle sought to
enjoin all Defendants from their alleged possession and use of Eagle's
confidential business information and to recover damages in an unspecified
amount. This matter was settled in August, 1997, with full release of all
parties and without the payment by the Company of any monetary consideration.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
27 Financial data schedule (1).
(b) Reports on Form 8-K:
During the fiscal quarter ended July 31, 1997 the Company
filed a report on Form 8-K dated June 16, 1997 (event date
June 2, 1997) respecting the acquisition of 49% of CMN and
related assets.
- -----------------------
(1) Filed herewith.
10
<PAGE> 11
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
CROWN CASINO CORPORATION
By: \s\ Mark D. Slusser
-------------------
Mark D. Slusser
Chief Financial Officer,
Vice President Finance and Secretary
(Principal Financial and Accounting Officer)
Dated: September 17, 1997
11
<PAGE> 12
EXHIBIT INDEX
<TABLE>
<CAPTION>
Index No. Description
<S> <C>
27 Financial date schedule (1).
</TABLE>
(1) Filed herewith.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> APR-30-1998
<PERIOD-END> JUL-31-1997
<CASH> 11,890,131
<SECURITIES> 0
<RECEIVABLES> 5,277,014
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 28,187,623
<PP&E> 1,893,868
<DEPRECIATION> (222,059)
<TOTAL-ASSETS> 37,063,838
<CURRENT-LIABILITIES> 2,310,996
<BONDS> 0
0
0
<COMMON> 99,358
<OTHER-SE> 34,193,484
<TOTAL-LIABILITY-AND-EQUITY> 37,063,838
<SALES> 0
<TOTAL-REVENUES> 494,210
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,202,651
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (468,562)
<INCOME-TAX> (159,169)
<INCOME-CONTINUING> (309,393)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (309,393)
<EPS-PRIMARY> (.03)
<EPS-DILUTED> (.03)
</TABLE>
