<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-KSB
ANNUAL OR TRANSITIONAL REPORT
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1996
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 33-13110-NY
MEDTECH DIAGNOSTICS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
---------------
DELAWARE 11-2831380
-------- ----------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
201 S. BISCAYNE BLVD., SUITE 2950, MIAMI, FL 33309
- -------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (305) 536-8503
---------------
SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT: NONE
SECURITIES REGISTERED UNDER SECTION 12(g) OF THE
EXCHANGE ACT:
Name of each exchange on
Title of each class which registered
- ------------------- ----------------
None -----
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities and 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
--- ---
Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B 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. [X]
Revenues for the most recent fiscal year were $6,589.
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of December 26, 1996, based upon the average bid and asked
prices of such stock on that date was $1,842,750.
The number of shares of the registrant's Common Stock outstanding as of
December 26, 1996 was 281,400,000.
<PAGE> 2
PART I
ITEM 1- BUSINESS
Medtech Diagnostics, Inc., (the "Company"), was incorporated under the
laws of the State of Delaware on October 27, 1986. In October, 1991, the
Company suspended all operations, except for necessary administrative
matters and ceased to be an operating company.
In January, 1993 the Company consummated an agreement with Beverly
Hills Bancorp ("BHB") wherein BHB acquired a controlling interest in the
Company. On June 5, 1996, BHB sold its entire interest in the Company
(141,000,000 shares of the Company's Common Stock), to Messrs. Steven N.
Bronson and James S. Cassel, who constitute the present management of the
Company.
The Company is currently seeking merger or acquisition partners so as
to best utilize the Company's cash and corporate structure.
The Company currently has no full time employees, its Chairman,
President and Chief Executive Officer is Steven N. Bronson. James S. Cassel
serves as the Company's Secretary and Treasurer.
ITEM 2-PROPERTIES
The Company presently maintains its corporate and administrative
offices at 201 S. Biscayne Boulevard, Suite 2950, Miami, Florida 33131. The
Company utilizes a portion of the premises occupied by Barber & Bronson
Incorporated, a full service brokerage and investment banking firm, with
which both Messrs. Bronson and Cassel are principals. Due to the curtailed
nature of the Company's operations Barber & Bronson Incorporated has, until
further notice, waived the payment of rent by the Company. No rent was paid
in the fiscal years ended September 30, 1996 and 1995.
ITEM 3-LEGAL PROCEEDINGS
None
ITEM 4-SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
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<PAGE> 3
PART II
ITEM 5- MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
SECURITY HOLDERS MATTERS
The Company's Common Stock is traded in the over-the counter market.
The following table sets forth the range of high and low closing bid
prices for the Company's Common Stock for the periods indicated as reported
by the National Quotation Bureau, Inc. These prices represent quotations
between dealers, do not include retail markups, markdowns or commissions,
and do not necessarily represent actual transactions.
<TABLE>
<CAPTION>
Calendar Years Bid Price
Low High
--- ----
<S> <C> <C>
1996: First Quarter $.00125 $.00125
Second Quarter $.00125 $.00125
Third Quarter $.00125 $.00125
Fourth Quarter (through $.00125 $.00125
December 27, 1996)
1995: First Quarter $.00125 $.00125
Second Quarter $.00125 $.00125
Third Quarter $.00125 $.00125
Fourth Quarter $.00125 $.00125
</TABLE>
As of December 27, 1996, the National Quotation Bureau, Inc. reported
that the closing bid and asked prices on the Company's Common Stock were
$.00125 and $.025, respectively.
The Company's Common Stock, $.00001 par value, was held of record by
approximately 90 persons, including several brokers in their names for their
customers' accounts, as of December 27, 1996.
Holders of the Company's Common Stock are entitled to receive dividends
as and when they may be declared by the Company's Board of Directors. The
Company has not paid any cash dividends on its Common Stock since its
inception, and by reason of its present financial condition and contemplated
financial requirements, does not anticipate paying any cash dividends upon
such stock in the foreseeable future.
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<PAGE> 4
ITEM 6-MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Operations - Fiscal Year Ended September 30, 1996
In October 1991, the Company suspended all operations except for
necessary administrative matters and ceased to be an operating company. As
such, for the fiscal year ended September 30, 1996, the Company had no
revenues from operations. Given the virtual suspension of the Company's
operations except for necessary administrative matters, the Company's
officers have waived further compensation.
Interest of $6,589 was earned in the fiscal year ending September 30,
1996 on the Company's cash balance.
Fiscal Year Ended September 30, 1996 Compared with Prior Fiscal Years
The Company was incorporated under the laws of the State of Delaware on
October 27, 1986 and due to the necessity of regulatory approval with
respect to its originally conceived business continued to be in the
developmental stage. Consequently, the Company's activities in prior periods
have been purely organizational and developmental.
Liquidity and Capital Resources
As of September 30, 1996, the Company had working capital of $236,606.
Management is currently seeking to arrange for a merger, acquisition or
other arrangement by and between the Company and a viable operating entity,
although there is no assurance that this will occur.
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<PAGE> 5
ITEM 8-CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None
PART III
ITEM 9-DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers and directors of the Company are as follows:
Name Age Position
- ---- --- --------
Steven N. Bronson 31 Chairman, President and Chief Executive Officer
James S. Cassel 42 Secretary, Treasurer and Director
Steven N. Bronson has served as the Company's Chairman, President and
Chief Executive Officer since June 1996. Due to the curtailed nature of the
Company's business activities, Mr. Bronson does not devote full time to the
affairs of the Company. Mr. Bronson is the President of Barber & Bronson
Incorporated, a full service securities brokerage and investment banking
firm and has held that position since 1991. Mr. Bronson also sits on the
Board of Directors of the Regional Investment Bankers Association, an
industry association engaged in capital formation and the distribution of
securities. In addition, Steven N. Bronson presently serves as a National
Trustee for the Boys and Girls Club of America.
James S. Cassel has served as the Company's Secretary, Treasurer and as
a Director since June 1996. Due to the curtailed nature of the Company's
business activities, Mr. Cassel does not devote full time to the affairs of
the Company. Mr. Cassel is the Executive Vice President of Barber & Bronson
Incorporated, a full service securities brokerage and investment banking
firm and has held that position since 1996. Prior to joining Barber &
Bronson Incorporated, Mr. Cassel was the managing partner of the Miami
office of Broad and Cassel, a Florida based law firm. He was a member of the
American Association of Arbitrators and NASD Board of Arbitrators. Mr.
Cassel received his bachelor's degree from American University in 1976 and
his J.D. from the University of Miami School of Law in 1979.
The Company's By-Laws provide for the election of directors at the
annual meeting of shareholders, such directors to hold office until the next
annual meeting and until their successors are duly elected and qualified.
The By-Laws also provide that the annual meeting of shareholders be held
each year at such time, date and place as the Board of Directors shall
determine by resolution. Directors may be removed at any time for cause by
the Board of Directors and with or without cause by a majority of the votes
cast by the shareholders entitled to vote for the election of directors.
Officers will normally be elected at the annual meeting of the Board of
Directors held immediately following the annual meeting of shareholders, to
hold office for the term for which elected and until their successors are
duly elected and qualified. Officers may be removed by the Board of
Directors at any time with or without cause.
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<PAGE> 6
Item 7. Financial Statements
REPORT OF INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS
Board of Directors and Stockholders
MEDTECH DIAGNOSTICS, INC.
We have audited the accompanying balance sheet of Medtech Diagnostics, Inc. as
of September 30, 1996, and the related statements of operations, changes in
stockholders' equity and cash flows for the years ended September 30, 1996 and
1995. 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 Medtech Diagnostics, Inc. as of
September 30, 1996, and the results of its operations and its cash flows for the
years ended September 30, 1996 and 1995, in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company previously had been in the
development stage and during fiscal 1992 has suspended all operations except for
necessary administrative matters. The Company has not recorded any revenue from
operations and has incurred losses since inception, which raises substantial
doubt about its ability to continue as a going concern. Management's plans in
regard to these matters are described in Note A. The financial statements do not
include any adjustments that may result from the outcome of this uncertainty.
/s/ GRANT THORNTON LLP
- ---------------------------
GRANT THORNTON LLP
Melville, New York
December 19, 1996
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<PAGE> 7
Medtech Diagnostics, Inc.
BALANCE SHEET
September 30, 1996
<TABLE>
<CAPTION>
ASSETS
<S> <C>
CURRENT ASSETS
Cash and cash equivalents $ 243,606
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 7,000
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (Note D)
Common stock, par value $.00001; authorized,
500,000,000 shares; 281,400,000 issued and
outstanding 2,814
Capital in excess of par value 1,436,745
Accumulated deficit (1,202,953)
-----------
236,606
-----------
$ 243,606
===========
</TABLE>
The accompanying notes are an integral part of this statement.
- 7 -
<PAGE> 8
Medtech Diagnostics, Inc.
STATEMENTS OF OPERATIONS
Year ended September 30,
<TABLE>
<CAPTION>
1996 1995
----------- --------
<S> <C> <C>
Interest income $ 6,589 $ 7,283
Costs and expenses
General and administrative 17,999 21,873
-------- --------
NET LOSS $(11,410) $(14,590)
======== ========
Net loss per common share (Note A-3) NIL Nil
Weighted average number of shares outstanding 281,400,000 281,400,000
</TABLE>
The accompanying notes are an integral part of these statements.
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<PAGE> 9
Medtech Diagnostics, Inc.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Years ended September 30, 1996 and 1995
<TABLE>
<CAPTION>
Common stock Capital in Total
-------------------------------- excess of stockholders'
Shares Amount par value Deficit equity
---------- ---------- --------- ------- ------
<S> <C> <C> <C> <C> <C>
Balance at October 1, 1994 281,400,000 $2,814 $1,436,745 $(1,176,953) $262,606
Net loss for the year ended
September 30, 1995 (14,590) (14,590)
----------- ----- ---------- ---------- -------
Balance at September 30, 1995 281,400,000 2,814 1,436,745 (1,191,543) 248,016
Net loss for the year ended
September 30, 1996 (11,410) (11,410)
----------- ----- ---------- ---------- --------
BALANCE AT SEPTEMBER 30, 1996 281,400,000 $2,814 $1,436,745 $(1,202,953) $236,606
=========== ===== ========= ========== =======
</TABLE>
The accompanying notes are an integral part of this statement.
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<PAGE> 10
Medtech Diagnostics, Inc.
STATEMENTS OF CASH FLOWS
Year ended September 30,
<TABLE>
<CAPTION>
1996 1995
---------- --------
<S> <C> <C>
Cash flows from operating activities
Net loss $(11,410) $(14,590)
Adjustments to reconcile net loss to net
cash used in operating activities
Changes in operating assets and liabilities
(Decrease) increase in accounts payable and
accrued expenses (3,950) 6,700
-------- --------
Net cash used in operating activities (15,360) (7,890)
-------- ---------
NET DECREASE IN CASH
AND CASH EQUIVALENTS (15,360) (7,890)
Cash and cash equivalents at beginning of year 258,966 266,856
-------- --------
Cash and cash equivalents at end of year $243,606 $258,966
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
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<PAGE> 11
Medtech Diagnostics, Inc.
NOTES TO FINANCIAL STATEMENTS
September 30, 1996 and 1995
NOTE A - SUMMARY OF ACCOUNTING POLICIES
The following represents a summary of significant accounting policies of
the Company consistently applied in the preparation of the accompanying
financial statements.
1. Organization and Operations
Medtech Diagnostics, Inc. (the "Company"), previously a development
stage company incorporated under the laws of the State of Delaware on
October 27, 1987, was engaged in research and testing which it hoped
would lead to the development of a home Pap Test Kit (the My-Pap
Device). The device was intended to permit a woman to collect a sample
of her own vaginal cells for testing by a qualified laboratory. In
October 1991, the Company, due to lack of Food and Drug Administration
approval, suspended all operations except for necessary administrative
matters.
2. Basis of Presentation
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. However, the Company has
been in the development stage and during fiscal 1992 suspended all
operations except for necessary administrative matters and has
sustained operating losses since inception, resulting in an accumulated
deficit of $1,202,953 at September 30, 1996. This raises substantial
doubt about the Company's ability to continue as a going concern. The
financial statements do not include any adjustments that may result
should the Company be unable to continue in existence.
The Company is currently seeking companies to merge with or acquire, so
as to best utilize the Company's cash and corporate structure.
3. Net Loss per Common Share
Net loss per common share is based on the average common shares
outstanding during the respective periods.
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<PAGE> 12
Medtech Diagnostics, Inc.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
September 30, 1996 and 1995
NOTE A (CONTINUED)
4. Cash Flows
For the purpose of the statements of cash flows, the Company considers
all highly liquid debt instruments purchased with a maturity of three
months or less to be cash equivalents. The Company paid state income
taxes of approximately $600, for the fiscal years ended September 30,
1996 and 1995.
5. Income Taxes
Deferred income taxes are recognized for temporary differences between
financial statement and income tax bases of assets and liabilities and
loss carryforwards and tax credit carryforwards for which income tax
benefits are expected to be realized in future years. A valuation
allowance is established to reduce deferred tax assets if it is more
likely than not that all, or some portion, of such deferred tax assets
will not be realized. The effect on deferred taxes of a change in tax
rates is recognized in income in the period that includes the enactment
date.
6. Concentration of Credit Risk
The Company maintains certain cash balances at one financial
institution located in New York. These balances are insured by the
Federal Deposit Insurance Corporation up to $100,000. Uninsured
balances aggregate approximately $144,000 at September 30, 1996.
NOTE B - INCOME TAXES
At September 30, 1996, the Company has net operating loss carryforwards of
approximately $1,203,000, expiring September 30, 2002 through September 30,
2011. On June 5, 1996, 141,000,000 shares of the Company's common stock
were sold, which resulted in a more than fifty percentage point change of
stock ownership. Consequently, under Section 382 of the Internal Revenue
Code, the Company's ability to utilize the net operating loss carryforwards
existing prior to the ownership change is subject to an annual limitation
of approximately $14,000, and accordingly the maximum net operating loss
carryforward presently available is approximately $219,000.
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<PAGE> 13
Medtech Diagnostics, Inc.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
September 30, 1996 and 1995
NOTE B (CONTINUED)
Deferred tax assets of approximately $79,000 related to the Company's net
operating loss carryforwards have been provided for, and a like valuation
allowance has been recorded at September 30, 1996, as the future
utilization of the Company's net operating loss carryforwards is uncertain.
NOTE C - RELATED PARTY TRANSACTION
Through June 5, 1996, the Company occupied office premises from a company
owned principally by the Company's former president, who is the wife of a
former director, at no charge to the Company.
Currently, the Company, at no charge to the Company, utilizes a portion of
the premises occupied by a company of which the Company's chairman and
treasurer are principals.
NOTE D - CHANGE IN OWNERSHIP AND CONTROL
On June 5, 1996, pursuant to the terms of a Stock Purchase Agreement (the
"Agreement"), Beverly Hills Bancorp sold 141,000,000 shares of the
Registrant's common stock, representing 50.1% of the Registrant's issued
and outstanding common stock, to Steven N. Bronson and James S. Cassel (the
"Purchasers"). The Agreement provided for a purchase price of $165,000,
which consideration was paid with the Purchasers' own funds. Upon
consummation of the transaction, in accordance with its terms, the
Company's chairman and a director resigned from the Registrant's Board of
Directors. By resolution of the remaining directors dated June 5, 1996,
Messrs. Bronson and Cassel have been appointed to the Registrant's Board of
Directors.
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<PAGE> 14
ITEM 10-EXECUTIVE COMPENSATION
Due to the reduced level of the Company's operations, no compensation
has been paid to any of the Company's executive officers during the fiscal
year ended September 30, 1996.
The Company does not presently have any option, bonus, retirement or
profit sharing plan.
The Company has not paid and does not presently propose to pay any
director for acting in such capacity compensation, except for nominal sums
for attending Board of Directors meetings and reimbursement for reasonable
expenses in attending those meetings.
ITEM 11-SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
(a) Security Ownership of Certain Beneficial Owners as of
December 26, 1996:
<TABLE>
<CAPTION>
NAME AND ADDRESS
OF BENEFICIAL NO. OF SHARES PERCENT
CLASS OF SHARES OWNER OWNED OF CLASS
--------------- --------------- ------------ --------
<S> <C> <C> <C>
Common Steven N. Bronson
201 S. Biscayne Blvd.
Suite 2950
Miami, FL 70,500,000 25.05%
Common James S. Cassel and
Mindy E. Cassel
201 S. Biscayne Blvd.
Suite 2950
Miami, FL 70,500,000 25.05%
Common Estate of
Jeffrey Wenig
9 Dickens Avenue
Dix Hills, NY 20,000,000 7.1%
</TABLE>
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<PAGE> 15
(b) Security Ownership of Management as of December 26, 1996:
<TABLE>
<CAPTION>
COMMON PERCENT
NAME OF BENEFICIAL OWNER SHARES OF CLASS
------------------------ ------ --------
<S> <C> <C>
Steven N. Bronson 70,500,000 25.05%
James S. Cassel and Mindy E. Cassel 70,500,000 25.05%
All directors and
officers as a group
(2 individuals) 141,000,000 50.1%
</TABLE>
-------------------------
(c) Changes in Control:
On June 5, 1996, pursuant to the terms of a Stock Purchase Agreement
(the "Agreement"), Beverly Hills Bancorp sold 141,000,000 shares of the
Registrant's Common Stock, representing 50.1% of the Registrant's issued and
outstanding Common Stock, to Steven N. Bronson and James S. Cassel (the
"Purchasers"). The Agreement provided for a purchase price of $165,000 which
consideration was paid with Purchasers' own funds. Upon consummation of the
transaction, in accordance with its terms, Messrs. Albert Zlotnick and
Michael Berlin resigned from the Registrant's Board of Directors. By
resolution of the remaining directors dated June 5, 1996, Messrs. Bronson
and Cassel have been appointed to the Registrant's Board of Directors.
ITEM 12- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8-K
(a)(1) Financial Statements
The following are included in Part II, Item 7:
Report of Independent Certified Public Accountants
Balance Sheet, September 30, 1996
Statements of Operations,
Years Ended September 30, 1996 and 1995
Statement of Changes In Stockholders' Equity,
Years Ended September 30, 1996 and 1995
Statement of Cash Flows,
Years Ended September 30, 1996 and 1995
Notes to Financial Statements
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<PAGE> 16
(2) Exhibits:
The following Exhibits are filed as part of this report. Where such
filing is made by incorporation by reference (I/B/R), reference is made to
Commission file number 33-13110-NY unless another statement or report is
identified in parentheses.
<TABLE>
<CAPTION>
Official Exhibit No. Description Sequential Page No.
-------------------- ----------- -------------------
<C> <S> <C>
3A Articles of Incorporation of Registrant I/B/R
3B By - Laws of Registrant I/B/R
10A Agreement with Beverly Hills Bancorp I/B/R
10B Purchase Agreement with William and
Diana Truglio I/B/R
</TABLE>
(b) Reports on Form 8-K: Report dated June 5, 1996
- 16 -
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned, duly authorized at Ft.
Lauderdale, Florida on the 7th day of January, 1997.
MEDTECH DIAGNOSTICS, INC.
By:/s/Steven N. Bronson
--------------------------------
STEVEN N. BRONSON, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons in the capacities
and on the dates indicated:
Signature Title Date
--------- ----- ----
/s/ Steven N. Bronson President, January 7, 1997
--------------------- (Principal Executive
STEVEN N. BRONSON Officer)
/s/ James S. Cassel Director, January 7, 1997
--------------------- Secretary/Treasurer
JAMES S. CASSEL (Principal Financial
and Accounting Officer)
- 17 -
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> OCT-01-1995
<PERIOD-END> SEP-30-1996
<CASH> 243,606
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 243,606
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 243,606
<CURRENT-LIABILITIES> 7,000
<BONDS> 0
0
0
<COMMON> 2,814
<OTHER-SE> 233,792
<TOTAL-LIABILITY-AND-EQUITY> 243,606
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 11,410
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (11,410)
<INCOME-TAX> 0
<INCOME-CONTINUING> (11,410)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (11,410)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
