<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 2O549
FORM 1O-Q
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
(Mark one)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended December 31 1996 or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR l5(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ______________ to ______________
Commission File Number 0-16097
BAYOU INTERNATIONAL, LTD.
(Exact name of Registrant as specified in its charter)
Delaware 98-0079697
(State or other jurisdiction of (IRS Employer
incorporation or organisation) Identification No.)
Level 8, 580 St. Kilda Road, Melbourne, Victoria, 3004 Australia
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 0ll (613) 9276-7888
Securities registered pursuant to Section 12(b) of the Act :
<TABLE>
<CAPTION>
Title of each class Name of each exchange
on which registered
<S> <C> <C>
N/A N/A
</TABLE>
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.15 per share
(Title of Class)
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 the past 90 days.
Yes X No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the restraint has filed all documents and reports
required to be filed by Section 12,13 or 15(d) of the Securities Exchange Act of
1934 subsequent to the distribution of securities under a plan confirmed by a
court.
Yes___________ No____________
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. There were 46,941,789
outstanding shares on Common Stock, as of the latest practicable date. There
were 46,941,789 outstanding shares of Common Stock as of December 31, 1996
<PAGE> 2
PART 1
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INTRODUCTION TO INTERIM FINANCIAL STATEMENTS.
The interim financial statements included here in have been prepared by
Bayou International, Ltd. (the "Company") without audit, pursuant to the rules
and regulations of the Securities and Exchange Commission (The "Commission").
Certain information and footnote disclosure normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations, although
the Company believes that the disclosures are adequate to make the information
presented not misleading. These interim financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the year ended June 30, 1996.
In the opinion of management, all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly the financial position of the
Company as of December 31, 1996 and December 31, 1995, the results of its
operations for the three and six month periods ended December 31, 1996 and
December 31, 1995, and the changes in its cash flows for the six month periods
ended December 31, 1996 and December 31, 1995, have been included. The results
of operations for the interim periods are not necessarily indicative of the
results for the full year.
UNLESS OTHERWISE INDICATED, ALL FINANCIAL INFORMATION
PRESENTED IS IN AUSTRALIAN DOLLARS.
2
<PAGE> 3
BAYOU INTERNATIONAL, LTD. AND SUBSIDIARY
Consolidated Balance Sheets
December 31, 1996 and June 30, 1996
and December 31, 1995
(in Australian Dollars)
(000's omitted)
(Unaudited)
ASSETS
<TABLE>
<CAPTION>
Dec 31 June 30 Dec 31
1996 1996 1995
---- ---- ----
<S> <C> <C> <C>
Current Assets:
Cash $ 48 $ 73 $ 54
Accounts Receivable, net 51 53 138
Investments 3 3 2
------------------------------------
Total Current Assets 102 129 194
------------------------------------
Other Assets:
Property and Equipment, net 54 55 59
Goodwill, net 266 533 799
------------------------------------
Total Other Assets 320 588 858
------------------------------------
Total Assets $ 422 $ 717 $ 1,052
====================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Bank Overdraft $ -- $ -- $ 30
Accounts Payable and
Accrued Expenses 281 346 310
------------------------------------
Total Current Liabilities 281 346 340
Long-Term Debt 2,478 1,998 1,547
------------------------------------
Total Liabilities 2,759 2,344 1,887
Stockholders' Equity (Deficit):
Common Stock: $0.20 par value
50,000,000 shares authorized,
46,941,789 issued and outstanding 9,388 9,388 9,388
Additional Paid-in-Capital 11,592 11,592 11,592
Retained Deficits (23,317) (22,607) (21,815)
------------------------------------
Total Stockholders' Deficit (2337) (1,627) (835)
------------------------------------
Total Liabilities and
Stockholders' Equity $ 422 $ 717 $ 1,052
====================================
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
3
<PAGE> 4
BAYOU INTERNATIONAL, LTD. AND SUBSIDIARY
Consolidated Statements of Operations
Three Months Ended December 31 1996 and 1995 and
Six Months Ended December 31, 1996 and 1995
(000's omitted)
(in Australian Dollars)
(Unaudited)
<TABLE>
<CAPTION>
Three Three Six Six
Months Months Months Months
Ended Ended Ended Ended
Dec 31 Dec 31 Dec 31 Dec 31
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues:
Other Income $ 7 $ 154 $ 12 $ 156
-----------------------------------------------------
-- -- 12 156
Costs and Expenses:
Management Fee -- 6 -- 6
Interest Expense 64 50 124 86
Legal, Accounting & Professional 23 18 45 20
Depreciation & Amortization 3 5 6 8
Administrative 71 271 113 457
Research & Development 76 26 164 34
-----------------------------------------------------
237 376 452 611
-----------------------------------------------------
Loss from Operations (230) (222) (440) (455)
Diminution of Asset Value -- -- -- --
Gain (Loss) on Disposition of Assets -- 8 -- 8
Foreign Currency Exchange Gain (Loss) (23) 53 (54) (265)
Bad Debt (Expense) Recovery -- 81 -- 81
-----------------------------------------------------
(23) 142 (54) (176)
-----------------------------------------------------
Loss before Income Tax and
Amortization of Goodwill (253) (80) (494) (631)
Provision for Income Tax -- -- -- --
-----------------------------------------------------
Income (Loss) before Amortization of Goodwill (253) (80) (494) (631)
Amortization of Goodwill (134) (133) (267) (266)
-----------------------------------------------------
Net Income (Loss) $ (387) $ (213) (761) (897)
-----------------------------------------------------
Earnings Per Common Equivalent Share $ (.01) $ (.01) $ (.02) $ (.02)
=====================================================
Weighted Number of Common
Equivalent Shares Outstanding 46,942 46,942 46,942 46,942
=====================================================
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
4
<PAGE> 5
BAYOU INTERNATIONAL, LTD. AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity
December 31, 1996 and June 30, 1996
and December 31, 1995
(in Australian Dollars)
(000's omitted)
(Unaudited)
<TABLE>
<CAPTION>
Retained
Common Stock Paid-In- Earnings
Shares Amount Capital (Deficit)
------ ------ -----------------
<S> <C> <C> <C> <C>
Balance June 30, 1994 46,942 $ 9,388 $ 11,592 $(19,580)
Net Income six months
ending 12-31-94 -- -- -- (915)
Foreign Currency Translation -- -- -- 313
----------------------------------------------------------
Balance December 31, 1994 46,942 9,388 11,592 (20,182)
Net Income six months
ending 6-30-95 -- -- -- (544)
Foreign Currency Translation -- -- -- (439)
----------------------------------------------------------
Balance June 30, 1995 6,942 9,388 11,592 (21,165)
Net Income six months
ending 12-31-95 -- -- -- (897)
Foreign Currency Translation -- -- -- 247
----------------------------------------------------------
Balance December 31, 1995 46,942 9,388 11,592 (21,815)
Net Income six months
ending 6-30-96 -- -- -- (1113)
Foreign Currency Translation -- -- -- 321
----------------------------------------------------------
Balance June 30, 1996 46,942 9,388 11,592 (22,607)
Net Income six months
ending 12-31-96 -- -- -- (761)
Foreign Currency Translation -- -- -- 51
----------------------------------------------------------
Balance December 31, 1996 46,942 $ 9,388 $ 11,592 $(23,317)
==========================================================
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
5
<PAGE> 6
BAYOU INTERNATIONAL, LTD. AND SUBSIDIARY
Consolidated Statements of Cash Flows
Six Months Ended December 31, 1996 and 1995
and Year Ended June 30, 1996
(in Australian Dollars)
(000's omitted)
(Unaudited)
<TABLE>
<CAPTION>
3 Months Year 3 Months
Ended Ended Ended
Dec 31 June 30 Dec 31
1996 1996 1995
---- ---- ----
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (761) $(2,010) $ (897)
Adjustments:
Foreign Currency Translation 51 568 247
Depreciation and Amortization 273 547 274
(Gain) Loss on Disposition of Assets -- (6) (8)
Diminution of Value -- (2) --
Provision for Bad Debt -- 79 --
Change Net of Effects of Subsidiary
Acquisitions:
Accounts Receivable 2 33 (52)
A/P and Accrued Liabilities (65) (335) (371)
---------------------------------------
Net Cash Provided (Used) by
Operating Activities (500) (1,126) (807)
---------------------------------------
CASH FLOW FROM INVESTING ACTIVITIES:
Capital Expenditures, Net (5) (7) 22
Net Proceeds from Investments -- (2) 52
---------------------------------------
Net Cash Provided (Used) in
Investing Activities (5) (9) 74
CASH FLOWS FROM FINANCING ACTIVITIES:
Net Borrowing under Credit
Line Arrangements -- (73) (43)
Net Borrowing from Affiliates 480 1,210 (759)
Net Borrowings -- -- --
---------------------------------------
Net Cash Provided by
Financing Activities 480 1,137 (716)
---------------------------------------
Net Increase (Decrease) in Cash (25) 2 (17)
Cash at Beginning of Year 73 71 71
---------------------------------------
Cash at End of Year $ 48 $ 73 $ 54
=======================================
Supplemental Disclosures:
Common Stock Issued in Lieu of
Debt Repayment $ -- $ -- $ --
Interest Paid (Net Capitalized) $ -- $ 5 $ --
Income Tax Paid $ -- $ -- $ --
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
6
<PAGE> 7
BAYOU INTERNATIONAL, LTD. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 1996, June 30, 1996 and
December 31, 1995
(1) ORGANIZATION
Bayou International, Ltd. (Bayou) is incorporated in the State of
Delaware. The principal shareholder of Bayou is Edensor Nominees
Proprietary Limited (Edensor), an Australian corporation. Edensor owned
42.7% of Bayou as of December 31, 1996.
Bayou's subsidiary is Solmecs Corporation N.V. (Solmecs), which it
acquired controlling interest of, on September 3, 1987 and complete
ownership on January 2, 1992.
Bayou is primarily engaged in the research and development of high
efficiency, low pollution or pollution-free products and technologies
in the energy conversion and conservation fields through its 100%-owned
subsidiary, Solmecs. All revenue is from contracted services provided
by Solmecs. Almost all of Bayou's operating expenses are for general
and administrative and research and development cost.
(2) ACCOUNTS RECEIVABLE
Accounts Receivable at December 31,1996, June 30, 1996 and December 31,
1995 includes:
<TABLE>
<CAPTION>
(in Australian Dollars)
(000's omitted)
Dec 31 June 30 Dec 31
1996 1996 1995
---- ---- ----
<S> <C> <C> <C>
Miscellaneous Receivables $ 51 $ 53 $138
Less Allowance for
Doubtful Account -- -- --
----------------------------
Net $ 51 $ 53 $138
============================
</TABLE>
(3) INVESTMENT SECURITIES
The following is a summary of Investment Securities at December 31, 1996,
June 30, 1996 and December 31, 1995:
<TABLE>
<CAPTION>
(in Australian Dollars)
(000's omitted)
Dec 31 June 30 Dec 31
1996 1996 1995
---- ---- ----
<S> <C> <C> <C>
Trading Securities:
Marketable Equity
Securities, at cost $1 $1 $1
Gross Unrealized Gains 2 2 1
Gross Unrealized Losses - - -
-----------------------
Marketable Equity Securities,
at fair value $3 $3 $2
======================
</TABLE>
7
<PAGE> 8
BAYOU INTERNATIONAL, LTD. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 1996, June 30, 1996 and
December 31, 1995
(4) PROPERTY
Property at December 31, 1996, June 30, 1996 and December 31, 1995
includes:
<TABLE>
<CAPTION>
(in Australian Dollars)
(000's omitted)
Dec 31 June 30 Dec 31
1996 1996 1995
---- ---- ----
<S> <C> <C> <C>
Office Furniture & Equipment $ 173 $ 170 $ 213
Motor Vehicles 38 38 76
---------------------------------
211 208 289
Less Accumulated Depreciation (157) (153) (230)
---------------------------------
$ 54 $ 55 $ 59
=================================
</TABLE>
(5) SHORT TERM AND LONG TERM DEBT
The following is a summary of Bayou's borrowing arrangements as of
December 31, 1996, June 30, 1996 and December 31, 1995.
<TABLE>
<CAPTION>
(in Australian Dollars)
(000's omitted)
Dec 31 June 30 Dec 31
Long-Term 1996 1996 1995
- --------- ---- ---- ----
<S> <C> <C> <C>
Loan from corporations affiliated
with the President of Bayou
Interest accrues at the ANZ
Banking Group Limited rate + 1%
for overdrafts over $100,000
Repayment of loan not required
before June 30, 1997 $2,478 $1,998 $1,547
----------------------------------
Total Long-Term 2,478 1,998 1,547
----------------------------------
Short-Term
Overdraft arrangement with
balance accruing interest -- -- 30
Notes Payable - Affiliates -- -- --
----------------------------------
Total Short-Term -- -- 30
----------------------------------
Total $2,478 $1,998 $1,577
==================================
</TABLE>
8
<PAGE> 9
BAYOU INTERNATIONAL, LTD. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 1996, June 30, 1996 and
December 31, 1995
(6) AFFILIATE TRANSACTIONS
Bayou advances to and receives advances from various affiliates. All
advances between consolidated affiliates are eliminated on
consolidation. At December 31, 1996, Bayou had no outstanding advances
to or from unconsolidated affiliated companies.
(7) GOING CONCERN
The accompanying consolidated financial statements have been prepared in
conformity with generally accepted accounting principles, which
contemplates continuation of Bayou and Solmecs as going concerns.
However, both Bayou and Solmecs have sustained recurring losses. In
addition, neither Bayou or Solmecs have any net working capital and
both have retained stockholders' deficits, which raises substantial
doubts as to their ability to continue as going concerns.
Bayou anticipates that it will be able to defer repayment of certain of
its short term loan commitments until it has sufficient liquidity to
enable these loans to be repaid or other arrangements to be put in
place.
In addition Bayou has historically relied on loans and advances from
corporations affiliated with the President of Bayou. Based on
discussions with these affiliate companies, Bayou believes this source
of funding will continue to be available.
Other than the arrangements noted above, Bayou has not confirmed any other
arrangements for ongoing funding. As a result Bayou may be required to
raise funds by additional debt or equity offerings in order to meet its
cash flow requirements during the forthcoming year.
(8) COMMITMENTS
Solmecs has entered into the following commitments:
(a) B.G. Negev Technology and Application Ltd. (AP) and the Ben Gurion
University of the Negev - The Research and Development Authority
(RDA), jointly and severally (APRDA):
In accordance with an agreement dated November 5, 1981, between Solmecs,
Ben-Gurion University and APRDA, Solmecs' subsidiary is continuing
research and development (R&D) projects which were previously carried
out by APRDA on the campus of Ben-Gurion University. It was further
agreed that the University would enable the projects to continue on its
campus in consideration for a fee for the use of the facilities.
9
<PAGE> 10
BAYOU INTERNATIONAL, LTD. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 1996, June 30, 1996 and
December 31, 1995
(8) COMMITMENTS (CONTINUED)
Solmecs owns the patents connected with these projects and agreed to pay
royalties to APRDA on sales of products and on income from licensing
fees.
Solmecs also agreed to assume the obligations of APRDA to pay royalties to
the Ministry of Energy on products developed from these R&D projects
for its participation in the research and development cost of APRDA. As
of December 31, 1996, this liability amounted to approximately $306,000
(including linkage to the Consumer Price Index and interest at 4% per
annum). Subsequent to the repayment of the liability, Solmecs is to pay
royalties to the Ministry of Energy (ME) at a reduced rate.
Through December 31, 1996, there were no sales or income on which
royalties were payable to APRDA or the ME.
(b) International Lead Zinc Research Organization (ILZRO)
In connection with a research contract with ILZRO, Solmecs' subsidiary
agreed to pay ILZRO a fee for any lead used in future production by the
subsidiary. The total fee commitment is limited to $1,864,000. Through
December 31, 1996, the subsidiary has not used any lead for which it is
required to pay fees.
(c) Chief Scientist of the Government of Israel
For the period from 1981 to 1991, Solmecs' subsidiary received
participation from the Chief Scientist of $2,274,420 towards the cost of a
research and development project. In return, the subsidiary is required to
pay royalties at the rate of 2% of sales of know-how or products derived
from the project. Through December 31, 1996, no royalties were payable.
10
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FUND COSTS CONVERSION
The consolidated statements of income and other financial and operating data
contained elsewhere here in and the consolidated balance sheets and financial
results have been reflected in Australian dollars unless otherwise stated.
The following table shows the average rate of exchange of the Australian dollar
as compared to the US dollar during the periods indicated:
6 months ended December 31, 1995 A$1.00 = U.S. $.7440
6 months ended December 31, 1996 A$1.00 = U.S. $.7940
RESULTS OF OPERATION
SIX MONTHS ENDED DECEMBER 31, 1996 VS. SIX MONTHS ENDED DECEMBER 31 1995.
Net revenue from commercial activities of A$12,000 for the six months ended
December 31, 1996 compared to A$156,000 for the six months ended December 31,
1995. The major reason for the change was the reduction in income from the ILZRO
Project during the six months ended December 31, 1996.
Costs and expenses decreased from A$611,000 in the six months ended December 31,
1995 to A$452,000 in the six months ended December 31, 1996. The decrease is a
net result of:
a) an increase in interest expense from A$86,000 for the six months ended
December 31, 1995 to A$124,000 for the six months ended December 31, 1996
as a result of the increase in long term debt of the Company.
b) the increase in legal accounting and professional expense from A$20,000
for the six months ended September 30, 1995 to A$45,000 for the six months
ended December 31, 1996 due to payments to former professional advisors
and the transfer of the administration office in Israel from Jerusalem to
Beer-Sheva.
c) the decrease in administrative costs including salaries from A$457,000 in
the six months ended December 31, 1995 to A$113,000 in the six months
ended December 31, 1996 due to the reorganisation of the operations
whereby the administration was moved from Jerusalem to Beer-Sheva for the
purpose of reducing administration costs.
d) the increase in research & development from A$34,000 in the six months
ended December 31, 1995 to A$164,000 in the six months ended December 31,
1996 due to the development of the boiler project.
As a result of the foregoing, the loss from operations decreased from A$455,000
for the six months ended December 31, 1995 to A$440,000 for the six months ended
December 31, 1996.
The Company realised a foreign exchange loss of A$54,000 for the six months
ended September 30 1996 compared to a foreign currency exchange loss of
A$265,000 for the six months ended December 31, 1995 caused by the movement in
the Australian dollar versus the U.S. dollar. All of the Company's loan accounts
are denominated in U.S. dollars.
Amortization of goodwill amounted to A$267,000 for the six months ended December
31, 1996 compared to A$266,000 for the six months ended December 31, 1995.
The Company incurred a net loss of A$761,000 for the six months ended December
31, 1996 compared to a loss of A$897,000 for the six months ended December 31,
1995.
11
<PAGE> 12
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 1996 the Company had short term obligations of A$281,000
comprising accounts payable and accrued expenses and owed an amount of
A$2,478,000 to Chevas Pty Ltd of which the President and the Chief Executive
Officer of the Company Mr. J I Gutnick is a Director.
The Company anticipates that it will be able to defer repayment of certain of
its short term loan commitments until it has sufficient liquidity to enable
these loans to be repaid which there can be no assurance. In addition the
Company has historically relied upon loans and advances from affiliates to meet
a significant portion of the Company's cash flow requirements which the Company
believes based on discussions with such affiliates will continue to be available
during fiscal 1997 and 1998.
The Company will still be required to fund Solmecs in order to complete the
development of the next stage of the LMMHD project together with other projects
that Solmecs is developing.
Other than the arrangements above the Company has not confirmed any further
arrangements for ongoing funding. As a result the Company may be required to
raise funds from additional debt or equity offerings and/or increase the
revenues from operations in order to meet its cash flow requirements during the
forthcoming year.
CAUTIONARY SAFE HARBOR STATEMENT UNDER THE UNITED STATES PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995.
Certain information contained in this Form 10-Q is forward looking information
within the meaning of the Private Securities Litigation Act of 1995 (the "Act")
which became law in December 1995. In order to obtain the benefits of the "safe
harbor" provisions of the act for any such forwarding looking statements, the
Company wishes to caution investors and prospective investors about significant
factors which among others have affected the Company's actual results and are in
the future likely to affect the Company's actual results and cause them to
differ materially from those expressed in any such forward looking statements.
This Form 10-Q report contains forward looking statements relating to future
financial results. Actual results may differ as a result of factors over which
the Company has no control including the strength of the domestic and foreign
economies, slower than anticipated completion of research and development
projects and movements in the foreign exchange rate. Additional information
which could affect the Company's financial results is included in the Company's
Form 10-K on file with the Securities and Exchange Commission.
12
<PAGE> 13
PART II
Item 1. LEGAL
Not Applicable
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
The Company did not file any Report on Form 8-K during the six months
ended December 31, 1996.
Item 5. OTHER INFORMATION
13
<PAGE> 14
(FORM 10-Q)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereinto duly authorised.
BAYOU INTERNATIONAL, LTD.
By: /s/ JOSEPH I. GUTNICK
--------------------
Joseph I. Gutnick
Chairman of the Board, President and
Chief Executive Officer
(Principal Executive Officer)
Dated: , 1997 By: /s/ PETER LEE
-----------------------------
Peter Lee
Director, Assistant Secretary and Chief
Financial Officer
(Principal Financial Officer)
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE REPORT
ON FORM 10-Q OF BAYOU INTERNATIONAL, LTD FOR THE QUARTER ENDED DECEMBER 31,1996
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> AUSTRALIAN DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> DEC-31-1996
<EXCHANGE-RATE> 7,901
<CASH> 113
<SECURITIES> 3
<RECEIVABLES> 54
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 170
<PP&E> 52
<DEPRECIATION> 0
<TOTAL-ASSETS> 622
<CURRENT-LIABILITIES> 305
<BONDS> 2,289
0
0
<COMMON> 9,388
<OTHER-SE> (11,360)
<TOTAL-LIABILITY-AND-EQUITY> 622
<SALES> 0
<TOTAL-REVENUES> 5
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 215
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (241)
<INCOME-TAX> (0)
<INCOME-CONTINUING> (241)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (374)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> (.01)
</TABLE>
