U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [Fee Required]
For the fiscal year ended August 31, 1996
-------------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1943 [No Fee Required]
For the transition period from ____________ to ____________
CHARTWELL CABLE FUND, INC.
- ------------------------------------------------------------------------
(Name of small business issuer in its charter)
Colorado 84-1067172
- -------------------------------- -----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
20 Chase Street, Lakewood, CO 80226
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(Address of principal executive offices)(Zip Code)
Issuer's telephone number 303 592-7077
------------
Securities registered under Section 12(b) of the Exchange Act: None
Title of each class and name of each exchange on which registered: None
Securities registered under Section 12(g) of the Exchange Act: None
Check whether the issuer (1) filed all reports to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No
----- -----
Check if there is no disclosure of delinquent filers in response to Item
405 or Regulation S-B is contained in this form, and no disclosure will be
contained, to the best of the 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]
State issuer's revenues for its most recent fiscal year. $0.00
-----
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold or the
average bid and asked prices of such stock, as of a specified date within
the past 60 days. AS OF THE DATE OF THIS REPORT, THE ISSUER'S COMMON STOCK
IS NOT QUOTED ON ANY RECOGNIZED SECURITIES EXCHANGE OR NATIONAL ASSOCIATION
OF SECURITIES DEALERS, INC., TRADING SYSTEM. THERE ARE 113,887 SHARES HELD
BY NON-AFFILIATES ELIGIBLE TO TRADE UPON THE INITIATION OF QUOTATIONS FOR
SHARES OF THE ISSUER'S COMMON STOCK.
State the number of shares outstanding of each of the issuer's classes of
common equity as of the latest practicable date. 500,000 SHARES OF COMMON
STOCK WERE OUTSTANDING AS OF APRIL 15, 1997.
DOCUMENTS INCORPORATED BY REFERENCE: Exhibits
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ITEM 1. BUSINESS
(a) General Development of Business.
-------------------------------
(b) Business of the Registrant.
--------------------------
The Company was incorporated in the State of Colorado in 1987 to
acquire, develop and operate cable television systems. The Company
conducted an initial public offering of common stock and common stock
purchase warrants which closed in January, 1988 and resulted in net
proceeds of approximately $800,000.
In September, 1988, the Company organized Chartwell Cable of Colorado,
Inc.(CCC), for the purpose of conducting cable operations. In 1990, CCC
completed construction of two cable systems in Larimer and Weld Counties,
Colorado. These systems in rural, northeast Colorado had a combined total
of approximately eighty miles of cable and 800 subscribers. In December,
1994, the Company sold its Larimer and Weld County, Colorado cable systems
to Galaxy Management, Inc., an unaffiliated third party for approximately
$740,000 of which $50,000 was placed in escrow for one year to cover
contingencies.
In 1992, CCC entered into an agreement with a Denver, Colorado
apartment complex to operate the complex's 960 unit cable television
system. In March, 1994, the Company sold its interest in the apartment
complex system to an unaffiliated company for $228,000. Of this amount
$53,500 was paid to the owner of the complex, $7,500 was escrowed for one
year to cover taxes and approximately $160,000 was received by the Company
and used to repay loans and as working capital for the golf equipment
business described below.
In November, 1993, the Company established Chartwell Products, Inc.,
as a wholly owned subsidiary in order to pursue the manufacturing and
marketing of a golf practice and training product, Cyberswing Tee Box. The
Company's President, A. Clinton Ober, had developed the product at his own
expense and on October 1, 1993, licensed the patent and intellectual
property rights to the Tee Box to Chartwell Products, Inc., in exchange for
reimbursement of patent application costs of approximately $10,000. Mr.
Ober had filed two patent applications in the United States Patent Office
with respect to the product. As of the date of this report, no patents
have been issued and there is no assurance that patents will be issued.
The license agreement also required the Company to sell a minimum number of
units during the agreement's second, third and fourth years.
In November, 1994, Chartwell Products, Inc., sold all of the assets of
Chartwell Products, Inc., and A. Clinton Ober, the Company's President
assigned the patent and intellectual rights from the Tee Box to Recreative
Technologies Corporation, an unaffiliated third party. The principal terms
of these agreements are that the Buyer paid to Chartwell Products, Inc.,
approximately $90,000 based upon inventory. The Buyer also agreed to pay
to Chartwell Products, Inc., a 5% royalty on annual sales up to $3,000,000
and a 3% royalty on annual sales in excess of $3,000,000. As of the date
of this report, no royalty payments have been made.
2
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As a result of the sale of cable and golf product businesses, the
Company now has no operations. The sale of the unprofitable cable systems
eliminated a continuing source of losses and the sale of the golf product
business relieved the Company of the time and expense of manufacturing and
marketing for which it did not have sufficient capital to pursue. The
proceeds of these sales have been used to pay-off the Company's debts and
certain previously deferred related party obligations (Please see RELATED
TRANSACTIONS, page 9) as well as attorney and auditing fees necessary to
present this report. Since the beginning of 1995, the Company has been
seeking businesses or business opportunities which can take advantage of
the Company's status as a publicly held corporation. Management is seeking
privately held merger or reverse acquisition candidates who desired to
reorganize with a publicly held corporation. Management based this
business plan on the supposition that the Company's shareholder
distribution and status as a publicly held corporation were valuable
attributes advantageous to a privately held business seeking to establish
a market value for equity securities of their business and access to public
capital markets. The Company's targeted candidates are companies either
unable or unwilling to incur the cost and delay of a traditional
underwritten initial public offering. Management will utilize its best
judgment to evaluate candidates to determine the viability of any proposed
reorganization and the benefit to the shareholders of the Company.
During February, 1995 the Company entered into negotiations with a
privately held business engaged in oil and gas development and production
in the State of Illinois. In preparation for entering into a
reorganization agreement with this business, the Company held a
shareholders meeting on March 31, 1995. At this meeting, the shareholders
approved increasing the authorized capital stock of the Company to
100,000,000 shares of common stock and 10,000,000 shares of preferred
stock. The shareholders also approved entering into a reorganization with
the oil company and changing the name of the Company to reflect the
reorganization. Finally the shareholders also approved a four to five
reverse split of the outstanding shares of the Company's common stock
subject to completion of the proposed reorganization. However, no
preliminary or definitive reorganization agreement was ever executed and
the Company has terminated its negotiations.
In June, 1996, Chartwell Capital Corporation, the Company's majority
stockholder hired One Capital Corporation, a New York and Denver based
Investment Banking Firm, to locate and negotiate with private business
candidates interested in becoming a public company through a merger or
reverse acquisition with the Company. Since then the Company has engaged
in negotiation with several candidates, the latest being Siemanns
Educational Systems, Inc., a post-secondary education company. However, as
of the date of this report no letter of intent or definitive reorganization
agreement has been entered into. As and when negotiations with any third
party result in a definitive reorganization agreement, the Company will
file a current report on form 8-K.
3
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Effective August 31, 1996 the Company consummated the long-standing
plan of divestiture of its two subsidiaries, Chartwell Cable of Colorado,
Inc. and Chartwell Products to Chartwell Capital Corporation for the
elimination of certain intercompany payables and the return to treasury of
shares of the Company's common stock by Chartwell Capital Corporation.
COMPETITION
The market for a company such as the Company which is seeking to
reorganize itself with a privately held business as an alternative to going
public by a traditional underwritten public offering is limited and there
are numerous publicly held companies which for one reason or another have
ceased to have active business operations who are competing for the
reorganization candidates. Locating such candidates and concluding a
reorganization is highly dependent upon the business contacts of the public
company's management. In this respect the Company believes that it has
several competitive advantages. The Company is virtually debt free with no
contingent or potential liabilities and it has in excess of 1,000
shareholders. The Company has engaged One Capital Corporation, an
investment banking firm with offices in New York and Denver that
specialized in such transactions, in locating viable reorganization
candidates.
REGULATION
The Company is subject to regulation by the Securities and Exchange
Commission with respect to its status as a publicly held corporation. In
addition it is regulated by the State of Colorado as a Colorado
corporation. It is highly likely that as and when a reorganization occurs,
the Company will become subject to whatever regulation the private business
is subject to. In addition, as and when the Company can re-establish a
public market for its common stock, it may also become subject to greater
regulation.
EMPLOYEES
The Company had no full time employees as of April 15, 1997. Affairs
of the Company are managed by the Company's President and Secretary as
necessary.
ITEM 2. PROPERTIES
The Company's executive offices are located at 20 Chase Street,
Lakewood, Colorado 80215 and its telephone number is (303) 592-7077. The
Company's office space is provided by the Company's secretary at no
additional expense to the Company.
ITEM 3. LEGAL PROCEEDINGS
There are no pending legal proceedings involving the Registrant or its
wholly owned subsidiary nor is the Registrant aware of any threatened legal
proceedings to which the Registrant or its subsidiary is a party.
4
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters have been submitted to a vote of the Shareholders during
the fiscal year ended August 31, 1996.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
(a) PRINCIPAL MARKET OR MARKETS. The Registrant's Common Stock is
not presently traded on any established market. As of April 15, 1997 there
are 386,113 shares of restricted common stock outstanding which have been
held in excess of three years. However these shares are not eligible for
the removal of transfer restriction pursuant to Rule 144(k) due to the fact
that they are held by Chartwell Capital Corporation, which is an affiliate
of the Registrant. There are no other restricted shares outstanding as of
April 15, 1997. There are no outstanding options or warrants to purchase
or securities convertible into the common stock of the Company.
(b) APPROXIMATE NUMBER OF HOLDERS OF COMMON STOCK. The number of
holders of record of the Registrant's $.10 par value stock at April 15,
1997 was 1,188.
(c) DIVIDENDS. Holders of Common Stock are entitled to receive such
dividends as may be declared by the Registrant's Board of Directors. No
dividends have been paid with respect to the Registrant's Common Stock and
no dividends are anticipated to be paid in the foreseeable future.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
During the fiscal year ended August 31, 1994 and in the first quarter
of the fiscal year ended August 31, 1995, the Company sold all of its
operations and has paid off substantially all of its liabilities. As a
result of these sales, these operations were accounted for as discontinued
operations during the fiscal year ended August 31, 1995 and 1994.
With the completion of its restructuring, the Company has as of August
31, 1996 transferred ownership of all of its subsidiaries to the Company's
parent corporation Chartwell Capital Corporation, has eliminated
intercompany obligations and acquired 365,664 shares of the Company's
common stock, which will be recorded as treasury stock. These shares may
be canceled by future Management. Management believes that as
restructured, the Company is an attractive candidate for a privately held
business seeking to reorganize with a publicly owned corporation such as
the Company.
5
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LIQUIDITY
During the year ended August 31, 1996 the Company incurred a net loss
of $136,534. This consists primarily of a loss on exchange of the
Company's two non-operating subsidiaries for treasury stock. This transfer
of the subsidiaries to Chartwell Capital Corporation in exchange for the
Company's stock has been effected in order to attract a potential private
merger candidate that is seeking a publicly held Company. The transfer of
365,664 shares of common stock of the Company acquired from Chartwell Capital
Corporation into treasury stock significantly increases the percentage of
the Company's stock held by the public.
The Company reduced current assets by approximately $170,000 on a
consolidated basis from the year ended August 31, 1996 in exchange for
extinguishing debt totaling approximately $233,000 consisting of $30,000
due to Chartwell Capital and $203,000 due to Cable of Colorado. Management
believes that such elimination of debt was necessary in order to achieve
the business objective of a clean public entity.
During the year ended August 31, 1995, the Company incurred a net loss
of $132,487. This consisted of an adjusted loss of $167,436 on continuing
operations and a gain of $34,949 on discontinued operations.
During the year ended August 31, 1994, the Company borrowed $50,000
each from its President and one of its directors. These loans in addition
to prior loans by the Company's President resulted in a total of $258,435
in notes payable and accrued interest to related parties. In February,
1995, proceeds of the sales of the discontinued businesses discussed below
were used to repay these loans as well as to pay the related party
management fee of $60,000 for the fiscal year ended August 31, 1994 and
$37,050 in connection with services rendered on the sale of the cable
systems to Chartwell Capital Corporation. As a result of the sales of the
discontinued businesses and payment of outstanding liabilities with the
proceeds thereof, the Company has eliminated the sources of continuing
losses and presently has no significant outstanding liabilities.
CAPITAL RESOURCES
Therefore, as a result of the restructuring the Company has no capital
resources and minimal debt. Management believes that the restructuring
leaves the Company in an advantageous position to capitalize on its
publicly held status by reorganizing with a privately held business.
6
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RESULTS OF OPERATIONS
The loss from operations during the fiscal year ended August 31, 1996
are a result primarily of the general and administrative expenses incurred
during the process of restructuring its businesses. As of the date of this
report, the Company's only operations are to seek out and conclude a
reorganization with a privately held Company. Management anticipates that
minimal losses will continue as a result of continuing general and
administrative expenses including legal and accounting for continued
securities law compliance.
ITEM 7. FINANCIAL STATEMENTS
The following financial statements are filed as part of this Annual
Report on Form 10-KSB:
(1) Audited Financial Statements for the Registrant for the fiscal years
ended August 31, 1996 and August 31, 1995.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE: None.
Part III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
(a)(1)-(a)(3) Identification of Directors and Executive Officers.
--------------------------------------------------
The following table sets forth the names and ages of all Directors and
Executive officers of the Registrant and all persons nominated or chosen to
become a Director or an Executive Officer, indicating all positions and
offices with the Registrant held by each such person and the period during
which he has served as a Director or Executive Officer:
Name Age Position Term of Office
- ---- --- -------- --------------
A. Clinton Ober 52 President, Chairman 9/87 to Present
of the Board of
Director
Daniel G. Buller 44 Vice President, Secretary 8/91 to Present
and Treasurer
Charles A. Downing 52 Director 11/91 to Present
Peter C. TenEyck 37 Director 12/93 to Present
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The directors of the Company are elected to hold office until the next
annual meeting of Shareholders and until their successors have been elected
and qualified. Officers of the Company are elected by the Board of
Directors and hold office until their successors are elected and qualified.
There is no arrangement or understanding between any Director or Executive
Officer or nominee for Director or Executive Officer of the Registrant and
any other person or persons pursuant to which such Director or Executive
Officer was or is to be selected as a Director or Executive Officer or
nominee for Director or Executive Officer. The Registrant has no executive
committee.
(a)(4) BUSINESS EXPERIENCE
A. CLINTON OBER -- PRESIDENT AND CHAIRMAN OF THE BOARD OF DIRECTORS.
Mr. Ober has been employed by the Company since 1977. From 1977 until
August 1987, Mr. Ober was President and Chairman of the Board of
Telecrafter Corporation (TLCR), Lakewood, Colorado, a Company which he
founded. TLCR is a publicly-held, national cable television services
Company that specializes in marketing, auditing, and installations for
cable television system operators. In 1988 TLCR was merged into Wegener
Communications, Inc. From 1973 to 1976 Mr. Ober was employed as director
of marketing for Tele-Communications, Inc., (TCI), Englewood, Colorado,
currently the largest publicly owned multiple cable television system
operators in the United States. From November 1985 until his resignation
in March 1988, Mr. Ober served as a director of Automated Scanning, Inc.,
a publicly held Company in the business of selling document conversion
services. From February 1985 until his resignation in March 1988, Mr. Ober
also served as a director of Satellite Information Systems Company, a
publicly held Company in the business of developing software for the
communications industry and the electronic distribution of information.
Mr. Ober is an officer and director of Chartwell Capital Corporation, a
publicly-held corporation which is the majority shareholder of the
Registrant.
DANIEL G. BULLER -- VICE PRESIDENT, SECRETARY AND TREASURER. Mr. Buller
was employed by Chartwell Cable of Colorado, Inc., one of the Registrant's
subsidiaries from August 1991 until the operations were sold in December,
1994. He was employed from 1989 to 1990 by R.L. Morris & Associates, Inc.,
as the accounting department supervisor in charge of all accounting
operations. From 1984 to 1989, he was employed by Joanne Marshalls
Accounting and Consulting Service as a full-charge accountant responsible
for 25 small business accounts on a monthly basis. Mr. Buller has a degree
in Management Accounting from Midwest Business College.
CHARLES A. DOWNING -- DIRECTOR. Mr. Downing is currently a
consultant/broker for the telecommunications industry. From 1986 to 1989
Mr. Downing was a communications broker with Clifton Gardiner & Associates,
Denver, Colorado. He was responsible for the brokerage activities in four
communications industries: private cable (SMATV), multiple channel
microwave distribution service (MMDS) and two areas in the radio common
carrier industry (RCC), pager and cellular telephone. Mr. Downing has a
B.S. in Business Administration, Marketing and Computer Science from
California State University. Mr. Downing is a Director of Chartwell
Capital Corporation, the majority shareholder of the Registrant.
8
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PETER C. TENEYCK -- DIRECTOR. Mr. TenEyck has served as the Director of
Marketing for Crosspoint Productions, a post production facility since
June, 1989. His duties include development and implementation of all
marketing functions for Crosspoint including advertising, sales and
promotions. Prior to his involvement with Crosspoint, Mr. TenEyck has also
produced cable and television programming for Rand McNally, ESPN and many
other programs and commercials. Mr. TenEyck is a Director of Chartwell
Capital Corporation, the majority shareholder of the Registrant. Mr.
TenEyck has a B.S. from the University of Colorado.
(a)(5) DIRECTORSHIP. Except as noted above, No Director or nominee for
Director currently holds a Directorship in any Company subject to the
Securities Exchange Act of 1934 or subject to the requirements of Section
15(d) of such Act or any Company registered as an investment Company under
the Investment Company Act of 1940.
(b) IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES. The Registrant has
not employed any person since the end of the fiscal year.
(c) FAMILY RELATIONSHIPS. There are no family relationships between any
Director or Executive Officer or person nominated or chosen by the
Registrant to become a Director or Executive Officer.
(d) INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS. No event nor legal
proceeding occurred during the past five years which is material to an
evaluation of the ability or integrity of any Director (or persons
nominated to become Directors of the Registrant).
ITEM 10. EXECUTIVE COMPENSATION
(a) (1) GENERAL INFORMATION
During the fiscal years ended August 31, 1996, 1995, 1994 and 1993, the
Company's Chief Executive Officer received no compensation and no other
officer received compensation in excess of $100,000. Daniel G. Buller,
Vice President, Secretary and Treasurer was paid compensation of
approximately $7,500 for the fiscal year ended August 31, 1996.
(b) SUMMARY COMPENSATION TABLE: Omitted due to no compensation being
paid.
(c)(d) & (e) OPTION/STOCK APPRECIATION RIGHTS GRANTS-OPTIONS/SAR EXERCISE
AND FISCAL YEAR VALUE-LONG TERM INCENTIVE PLAN AWARDS TABLES
The Registrant has no retirement, pension, profit sharing or insurance
or medical reimbursement plans covering its officers and directors, and
does not contemplate implementing any such plans at this time.
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(f) Compensation of Directors.
-------------------------
(1) STANDARD ARRANGEMENTS. The Registrant does not reimburse Directors
for all travel expenses incurred in attending meetings. No expenses were
reimbursed or accrued for the fiscal year ending August 31, 1996.
(2) OTHER ARRANGEMENTS. There are no other arrangements pursuant to which
the Registrant's Directors receive remuneration from the Registrant for
services as a Director.
(g) EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE OF
CONTROL ARRANGEMENT.
Except as noted above, the Registrant has no agreement or
understanding, express or implied, with any officer, director or any other
person regarding employment with the Registrant or compensation for
service. Compensation of officers and directors is determined by the
Registrant's Board of Directors and is not subject to shareholder approval.
The Registrant has no remuneration plan or arrangement, including payments
to be received from the Registrant, with respect to any individual named in
paragraph (a) of this Item for the latest or the next preceding fiscal
year, if such plan or arrangement results or will result from the
resignation, retirement or any other termination of such individual's
employment with the Registrant, or from a change in control of the
Registrant or a change in the individual's responsibilities following a
change in control.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth the number of shares of the
Registrant's $.10 par value stock owned by each person who as of April 15,
1996 was known by the Registrant to own beneficially more that 5% of its
outstanding Common Stock and the ownership of all Officers and Directors of
the Company, individually and as a group.
Amount and Nature Percent
Name and Address of Beneficial of
of Beneficial Owner Ownership Class (1)
- ------------------- --------- ---------
Chartwell Capital Corp. 386,113 77.2%
2710 C Hwy 89A
Sedona, AZ 86336
A. Clinton Ober 386,113* 77.2%
2710 C Hwy 89A
Sedona, AZ 86336
Charles A. Downing 386,113* 77.2%
257 W. Delaware Dr.
Littleton, CO 80120
Peter C. TenEyck 386,113* 77.2%
940 Wadsworth
Lakewood, CO 80215
Officers and Directors 386,113 77.2%
as a group (3 persons)
10
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* A. Clinton Ober beneficially owns 52.8% of Chartwell Capital
Corporation and is an officer and director of that corporation. Charles A.
Downing and Peter C. TenEyck are also directors of Chartwell Capital
Corporation. Therefore these three individuals are deemed beneficial
owners of the 386,113 shares held by Chartwell Capital Corporation.
(c) CHANGES IN CONTROL. There has been no change in control of the
Registrant during the fiscal year ended August 31, 1996.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a)(b) TRANSACTIONS WITH MANAGEMENT AND OTHERS. On August 31, 1996 the
Company consummated the long-standing plan of divestiture of its two
subsidiaries, Chartwell Cable of Colorado, Inc. and Chartwell Products to
Chartwell Capital Corporation for the elimination of certain interCompany
payables and the return to treasury of shares of the Company's common stock
by Chartwell Capital Corporation.
(c) PARENT COMPANY OF THE REGISTRANT. Chartwell Capital Corporation owns
386,113 shares of the Registrant's common stock which represents 77.2% of
the Registrant's outstanding common stock. In addition, A. Clinton Ober,
president of the Registrant, owns approximately 53% of the outstanding
common stock of the Registrant's parent, Chartwell Capital Corporation.
(d) TRANSACTIONS WITH PROMOTERS. Not Applicable.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) The following exhibits are filed as part of this report.
3.1 Amendment to Articles of Incorporation dated March 14, 1997.
3.2 Articles of Incorporation: Incorporated by reference from the
Registrant's Registration Statement on Form S-18, File No. 33-18174-D.
3.2 By-Laws: Incorporated by reference from the Registrant's Registration
Statement on Form S-18, File No. 33-18174-D.
(b) There were no reports on Form 8-K filed during the last quarter of the
fiscal year ended August 31, 1996.
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CHARTWELL CABLE FUND, INC.
FINANCIAL STATEMENTS
AUGUST 31, 1996 AND 1995
<PAGE>
TABLE OF CONTENTS
-----------------
Page
----
Independent Auditors' Report 1
Balance sheets 2
Statements of operations 3
Statements of stockholders' (deficit) equity 4
Statements of cash flows 5 - 6
Notes to financial statements 7 - 13
<PAGE>
HOLBEN, BOAK, COOPER & CO.
- -----------------------------------------------------------------------
Certified Public Accountants 1720 S. Bellaire Street, Suite 500
Professional Corporation Denver, Colorado 80222
(303) 759-2727 Fax (303) 759-2728
INDEPENDENT AUDITORS' REPORT
The Board of Directors
and Stockholders
Chartwell Cable Fund, Inc.
Lakewood, Colorado
We have audited the accompanying balance sheets of Chartwell Cable Fund,
Inc. as of August 31, 1996 and, consolidated with its subsidiaries, at
August 31, 1995 and the related statements of operations, stockholders'
(deficit) equity, and cash flows for the years ended August 31, 1996 and
1995. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
consolidated 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 audits to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management as well as evaluating the
overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Chartwell Cable Fund,
Inc. as of August 31, 1996 and, consolidated with its subsidiaries, at
August 31, 1995, and the consolidated results of their operations and cash
flows for the years ended August 31, 1996 and 1995 in conformity with
generally accepted accounting principles.
/s/ HOLBEN BOAK, COOPER & CO.
----------------------------------
HOLBEN, BOAK, COOPER & CO.
Denver, Colorado
April 17, 1997
<PAGE>
CHARTWELL CABLE FUND, INC.
BALANCE SHEETS
AUGUST 31, 1996 AND 1995
(Consolidated)
1996 1995
-------- --------
ASSETS
Current assets:
Cash $ - $ 169,776
Accounts receivable, other - 25,023
Accounts receivable, related parties - 5,000
---------- ----------
Total current assets - 199,799
Property and equipment, net of
accumulated depreciation and
impairment (Notes 2 and 4) - 434
---------- ----------
Total assets $ - $ 200,233
========== ==========
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
Current liabilities:
Accounts payable and accrued expense $ 3,577 $ 555
Accounts payable, related parties
(Note 8) - 30,000
---------- ----------
Total current liabilities 3,577 30,555
Minority interest in consolidated
subsidiary (Note 3) - 36,721
Stockholders' equity (Notes 1 and 7):
Preferred stock, $.10 par value,
10,000,000 shares authorized, none
issued and outstanding - -
Common stock, $.10 par value,
100,000,000 shares authorized,
865,664 shares issued and 500,000
shares outstanding at 1996, 865,664
shares issued and outstanding at 1995 86,566 86,566
Additional paid-in capital 1,574,447 1,574,447
Accumulated (deficit) (1,664,590) (1,528,056)
---------- ----------
(3,577) 132,957
Less: Treasury stock, 365,664 shares
of common stock at no cost - -
---------- ----------
Total stockholders'
(deficit) equity (3,577) 132,957
---------- ----------
Total liabilities and stockholders'
(deficit) equity $ - $ 200,233
========== ==========
See notes to financial statements Page 2
<PAGE>
CHARTWELL CABLE FUND, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED AUGUST 31, 1996 AND 1995
1996 1995
-------- --------
Revenue, interest $ 11,555 $ -
Operating expenses:
General and administrative 21,936 154,546
Interest - 5,671
Depreciation 434 6,352
Write down of equipment - 8,900
---------- ----------
22,370 175,469
---------- ----------
Operating (loss) (10,815) (175,469)
Other (income) expense:
Write down of investments - (266)
(Loss) on exchange of subsidiaries
for treasury stock (126,439) -
Minority interest in losses of
consolidated subsidiaries 720 8,299
---------- ----------
(Loss) from continuing operations (136,534) (167,436)
Discontinued operations (Note 2):
(Loss) from cable system and golf
product operations - (53,900)
Gain on sale of Larimer and Weld
Cable Systems - 88,838
Gain on disposal of golf product
manufacturing operation - 11
---------- ----------
Net gain from discontinued
operations - 34,949
---------- ----------
Net (loss) $ (136,534) $ (132,487)
========== ==========
Gain (loss) per common share (Note 1):
Continuing operations $ (0.16) $ (0.19)
Discontinued operations - 0.04
---------- ----------
Net (loss) per common share (Note 1) $ (0.16) $ (0.15)
========== ==========
Weighted number of common shares
outstanding (Note 1) 865,664 865,664
========== ==========
See notes to financial statements Page 3
<PAGE>
CHARTWELL CABLE FUND, INC.
STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY
YEARS ENDED AUGUST 31, 1996 AND A995
<TABLE>
<CAPTION>
Additional Total
Common Stock Paid-In Accumulated Treasury Stock Stockholders'
Shares Amount Capital (Deficit) Shares Amount Equity
------ ------ ------- --------- ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Balances, August 31, 1994
(Consolidated) 865,664 $ 86,566 $1,574,447 $(1,395,569) - $ - $265,444
Net (loss) (Consolidated) - - - (132,487) - - (132,487)
-------- -------- ---------- ---------- ------- ----- --------
Balances, August 31, 1995
(Consolidated) 865,664 86,566 1,574,447 (1,528,056) - - 132,957
Acquisition of treasury
stock - - - - (365,664) -
Net (loss) - - - (136,534) - - (136,534)
-------- -------- ---------- ---------- ------- ----- --------
Balances, August 31, 1996 865,664 $ 86,566 $1,574,447 $(1,664,590) (365,664) $ - $ (3,577)
======== ======== ========== ========== ======= ===== ========
</TABLE>
See notes to financial statements Page 4
<PAGE>
CHARTWELL CABLE FUND, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
AUGUST 31, 1996 AND 1995
1996 1995
-------- --------
Cash flows from operating activities:
Net (loss) $ (136,534) $ (132,487)
Cash provided (used) by operating
activities:
Depreciation 434 6,352
Minority interest in loss (720) (8,299)
Loss on securities - 266
Write down of investment
in subsidiaries 126,439
Write down of equipment - 8,900
Change in operating assets and
liabilities excluding the effects
of divested subsidiaries:
Accounts receivable - (22,323)
Accounts payable 2,762 29,739
Change in operating assets and
liabilities of divested subsidiaries:
Accounts receivable 25,023 -
Interest receivable (9,440) -
Accounts payable (740) -
Discontinued businesses:
Gain on sale of discontinued businesses - (88,849)
Depreciation - 46,121
---------- ----------
Net cash provided (used)
by operating activities 7,224 (160,580)
Cash flows from investing activities:
Note receivable, Chartwell Capital (177,000) -
Additions to property and equipment - 170
Proceeds from sale of securities - 2,109
Proceeds from sale of discontinued
businesses - 756,240
Cash use by discontinued businesses - (202,485)
---------- ----------
Net cash provided (used)
by investing activities (177,000) 556,034
---------- ----------
(Continued on next page)
See notes to financial statements Page 5
<PAGE>
CHARTWELL CABLE FUND, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
AUGUST 31, 1996 AND 1995
(CONTINUED)
1996 1995
-------- --------
Cash flows from financing activities:
Debt repayment by discontinued
businesses $ - $ (233,424)
---------- ----------
Net cash (used) by
financing activities - (233,424)
---------- ----------
Net increase (decrease) in cash (169,776) 162,030
Cash, beginning of period 169,776 7,746
---------- ----------
Cash, end of period $ - $ 169,776
========== ==========
Supplemental disclosure of cash
flow information:
Cash payments for interest $ - $ 71,406
========== ==========
Non-cash transactions:
Divestiture of subsidiaries:
Interest receivable -
Chartwell Capital $ 9,440 $ -
Accounts Receivable -
Chartwell Capital 204,026
Receivable - Officer 5,000
Note receivable - Chartwell Capital 177,000 -
Minority Interest (36,701)
Equity (358,765) -
---------- ----------
Cash $ - $ -
========== ==========
See notes to financial statements Page 6
<PAGE>
CHARTWELL CABLE FUND, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
------------
Chartwell Cable Fund, Inc. (the "Company" or "Cable Fund")
was incorporated in Colorado on September 17, 1987 and has
been engaged in the operation of cable systems in Larimer
and Weld Counties, Colorado and in an apartment complex in
Denver, Colorado through Chartwell Cable of Colorado, Inc.
("Chartwell Cable"), a 90.15% owned subsidiary of the
Company. In 1994, the Company began manufacturing and
selling a golf practice product nationally through Chartwell
Products, Inc. ("Chartwell Products"), a 100% owned
subsidiary.
In March 1994, the Company sold its apartment complex cable
system. In November and December 1994, the Company sold its
golf product operation and its Larimer and Weld County cable
systems, respectively. In 1996, the Company divested itself
of both subsidiaries in an exchange transaction with the
Company's parent, Chartwell Capital Corporation ("Chartwell
Capital").
The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern.
However, the Company has no cash and has incurred cumulative
net losses since inception. In view of these matters, the
future of the Company is dependent upon management's ability
to find a company with cash and an operating business with
which to merge.
Consolidation
-------------
The accompanying consolidated statements of operations and
cash flows include the accounts of the Company, Chartwell
Cable and Chartwell Products. All significant intercompany
transactions have been eliminated in consolidation.
Property and equipment
----------------------
Property and equipment is stated at the lower of fair value
or cost. Assets acquired under capital leases are recorded
at the present value of future lease payments. Depreciation
has been calculated using the straight-line method over the
shorter of the estimated useful life of the asset or the
term of the lease:
Buildings 10 to 40 years
Cable receiving and
distribution systems 9 to 15 years
Manufacturing equipment 5 years
Support equipment 3 to 15 years
Page 7
<PAGE>
CHARTWELL CABLE FUND, INC.
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
Property and equipment (continued)
----------------------------------
Depreciation for the years ended August 31, 1996 and 1995
was as follows:
1996 1995
-------- --------
Cable systems
(discontinued) $ - $ 40,094
Golf product manu-
facturing equipment
(discontinued) - 6,027
Corporate 434 6,352
---------- ----------
$ 434 $ 52,473
========== ==========
(Loss) per share
----------------
(Loss) per share calculations have been determined by
dividing the net losses from continuing and discontinued
operations, and the net loss, by the weighted average number
of shares outstanding during the period.
Statement of cash flows
-----------------------
For the purposes of the statement of cash flows, the Company
considers investments with maturities of three months or
less when purchased to be cash equivalents.
Use of estimates
----------------
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect certain
reported amounts and disclosures. Accordingly, actual
results could differ from those estimates. Significant
estimates have been made with regards to estimates of
contributed services and the value of the Company's treasury
stock.
NOTE 2 - DISCONTINUED BUSINESSES
In November and December 1994, the Company closed on the
sales of its golf product manufacturing business and
remaining cable systems, respectively. In March 1994, the
Company had disposed of its apartment complex cable system.
Page 8
<PAGE>
CHARTWELL CABLE FUND, INC.
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
NOTE 2 - DISCONTINUED BUSINESSES (CONTINUED)
The selling price of the remaining cable systems sold in
December 1994 was $666,950 which, after deducting
commissions and costs of the property sold, resulted in a
gain of $88,838. The golf product operation was sold for
approximately $89,290 in November 1994, which, after
deducting commissions and costs of the property sold,
resulted in a cumulative loss of $63,989.
The Company has accounted for the dispositions of these
business segments as discontinued businesses.
NOTE 3 - MINORITY INTEREST IN SUBSIDIARY
In 1992, the Company issued 10,925 shares, or 9.85 percent,
of the common stock of the Company's cable operations
subsidiary to an outside party.
As presented on the balance sheet for 1995, the minority's
original interest in the consolidated subsidiary was
$70,000, which has been reduced by the minority's interest
in the subsidiary's cumulative net losses of $33,279 through
August 31, 1995. With the divestiture of the subsidiary on
August 31, 1996, the minority interest has been eliminated
from the Company records and from the balance sheet.
NOTE 4 - PROPERTY AND EQUIPMENT
Property and equipment at August 31, 1996 and 1995 is
summarized as follows:
1996 1995
-------- --------
Office equipment,
furniture and fixtures $ - $ 33,242
-------- --------
Less:
Accumulated depreciation - (23,908)
Allowance for impairment
of office equipment - (8,900)
-------- --------
Net property and equipment $ - $ 434
======== ========
Page 9
<PAGE>
CHARTWELL CABLE FUND, INC.
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
NOTE 5 - DIVESTITURE OF SUBSIDIARIES
On August 31, 1996, the Company divested its two
subsidiaries in an exchange transaction with its parent,
Chartwell Capital. In the transaction, the Company
transferred all of its shares of common stock in Chartwell
Cable and Chartwell Products to Chartwell Capital.
In exchange, the Company was forgiven debt of $30,000 due to
Capital and $203,026 due to Chartwell Cable and received
365,664 shares of its own common stock from Chartwell
Capital. The Company itself will remain a 77% owned
subsidiary of Chartwell Capital after cancellation of the
shares in treasury stock. The Company has recorded the
treasury stock at no value and wrote off its remaining
investment in the subsidiaries in the amount of $126,439 as
of August 31, 1996, the day of divestiture.
In December 1995 and January 1996, Chartwell Cable loaned
Chartwell Capital a total of $177,000 in the form of a note.
The note was due on demand and bore interest at 8% per
annum. The note was included in the divestiture by the
Company of Chartwell Cable to Chartwell Capital.
Note 6 - Stockholders' equity
The Company's Articles of Incorporation authorize the
issuance of 10,000 shares of preferred stock with $.10 par
value. The preferred stock may be issued from time to time
with such designation, rights, preferences and limitations
as the Board of Directors may determine by resolution. As
of August 31, 1996, no shares of preferred stock have been
issued.
Note 7 - Related party transactions
Chartwell Capital owned approximately 77% and 87% of the
outstanding common stock of the Company at August 31, 1996
and 1995, respectively. The president of the Company owned
approximately 53% of the outstanding common stock of
Chartwell Capital at August 31, 1996 and 1995.
For the years ended August 31, 1996 and 1995, the Company
has recorded $ -0- and $61,953, respectively, in management
fees payable to Chartwell Capital for management services
provided to the Company. At August 31, 1995, $30,000
remained payable to Chartwell Capital.
For the years ended August 31, 1996 and 1995, the
President's wife has provided administrative services to the
Company and was paid $ -0- and $22,800 for each year,
respectively.
Page 10
<PAGE>
CHARTWELL CABLE FUND, INC.
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
NOTE 7 - RELATED PARTY TRANSACTIONS (CONTINUED)
For services rendered in connection with the sale of its
cable systems, the Company had agreed to compensate
Chartwell Capital at 5% of the gross proceeds. As a result,
$48,450 was paid to Chartwell Capital in February 1995,
including $11,400 recorded as a payable at August 31, 1994
for the sale of the apartment cable system in March 1994.
The Company's Vice President and shareholder has provided
office space at no cost to the Company for a substantial
part of fiscal 1995 and for all of fiscal 1996. The Vice
President has provided accounting and administrative
services to the Company and was compensated $7,395 and
$21,800 in fiscal years 1996 and 1995, respectively.
Effective August 31, 1996, the Company exchanged ownership
of its subsidiaries with its parent, Chartwell Capital, in
exchange for forgiveness of debt and 365,664 of its own
shares (See note 5).
In June 1996, the Company entered into an agreement with One
Capital Corporation ("One Capital") whereby One Capital will
market the Company to prospective merger candidates. One
Capital will pay for certain administrative expenses of the
Company related to SEC and tax filings. One Capital will
also have the right to purchase up to 340,000 shares of the
Company's common stock from Chartwell Capital, the Company's
majority stockholder.
NOTE 9 - INCOME TAXES
The Company has filed consolidated federal and state income
tax returns. The Company has incurred cumulative net
operating losses since inception and, as a result, no
provision for income taxes is necessary for the years ended
August 31, 1996 and 1995 and no deferred taxes have been
recorded for any period because of the net operating losses
incurred in these periods. With the divestiture of its
subsidiaries on August 31, 1996, net operating losses
reported for the consolidated companies are no longer
available. Only the Company's losses on a stand alone basis
are available.
Page 11
<PAGE>
CHARTWELL CABLE FUND, INC.
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
NOTE 9 - INCOME TAXES (CONTINUED)
The net deferred tax asset at August 31, 1996 and 1995 was
as follows:
1996 1995
-------- --------
Net operating loss benefit
carry-forward $ 63,300 $ 572,322
Valuation allowance for
deferred tax assets (63,300) (572,322)
--------- ---------
Net deferred tax asset $ - $ -
========= =========
Deferred income taxes are recorded to reflect the tax
consequences on future years of differences between the tax
basis of assets and liabilities and their financial
reporting amounts at each year end. Deferred income tax
assets are recorded to reflect the tax consequences on
future years of income tax carry-forward benefits, reduced
by benefit amounts not expected to be realized by the
Company.
At August 31, 1996 and 1995, the Company has approximately
$211,000 of net operating loss carry-forwards for tax
purposes available to offset future taxable income which, if
not utilized to reduce taxable income in future periods,
expire in the years 2007 to 2011.
NOTE 10 - SEGMENT REPORTING
The Company has operated in two industries: (1) cable
television operations and (2) manufacture and sale of a golf
practice product. Both of these segments were sold during
the year ended August 31, 1995 and are presented as
discontinued operations.
Page 12
<PAGE>
CHARTWELL CABLE FUND, INC.
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
NOTE 10 - SEGMENT REPORTING (CONTINUED)
1996 1995
-------- --------
Identifiable assets:
Cable $ - $ -
Golf product - -
Corporate - 200,233
--------- ---------
Total $ - $ 200,233
========= =========
Depreciation and amortization:
Cable $ - $ 40,094
Golf product - 6,027
Corporate - 6,352
--------- ---------
Total $ - $ 52,473
========= =========
Revenue:
Cable $ - $ 92,683
Golf product - 14,102
Interest - 6,691
--------- ---------
- $ 113,476
========= =========
Net income (loss):
Cable $ - $ (32,749)
Golf product - (2,200)
Corporate - (167,436)
--------- ---------
Total $ - $(202,385)
========= =========
Capital Expenditures:
Cable $ - $ -
Golf product - -
Corporate - 170
--------- ---------
Total $ - $ 170
========= =========
NOTE 11 - SUBSEQUENT EVENT
On March 14, 1997, the Company changed the authorized number
of shares of its $.10 par value common stock from 2,000,000
to 100,000,000 and its authorized number of shares of $.10
par value preferred stock from 10,000 to 10,000,000. The
authorized shares of stock on the balance sheet have been
revised to reflect this change.
Page 13
<PAGE>
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized, in Denver, Colorado on the 6th day
of May, 1997.
CHARTWELL CABLE FUND, INC.
By: A. CLINTON OBER
-----------------------
A. Clinton Ober, President
In accordance with the Exchange Act, this report has been signed by
the following persons on behalf of the Registrant in the capacities and on
the dates indicated.
Signature Title Date
--------- ----- ----
A. CLINTON OBER President, Chief May 6, 1997
- ------------------------- Executive Officer,
A. Clinton Ober and Director
DANIEL G. BULLER Vice-President May 6, 1997
- ------------------------- Secretary and Treasurer
Daniel G. Buller
CHARLES A. DOWNING Director May 6, 1997
- -------------------------
Charles A. Downing
PETER C. TENEYCK Director May 6, 1997
- -------------------------
Peter C. TenEyck
Supplemental information to be Furnished With Reports Filed Pursuant to
Section 15(d) of the Exchange Act By Non-Reporting Issuers:
No annual report or proxy material covering the registrant's last fiscal
year has been sent to security holders. If such annual report or proxy
material is to be furnished to security holders, the registrant shall
furnish copies of such material to the Commission when it is sent to
security holders.
ARTICLES OF AMENDMENT
to the
ARTICLES OF INCORPORATION
of
CHARTWELL CABLE FUND, INC.
CHARTWELL CABLE FUND, INC., a Colorado Corporation, having its
principal office at 20 Chase Street, Lakewood, Colorado 80226 (hereinafter
referred to as the "Corporation"), hereby certifies to the Secretary of
State that:
FIRST: The name of the Corporation is CHARTWELL CABLE FUND, INC.
SECOND: The Articles of Incorporation of the Corporation, as
previously amended, are hereby amended as follows:
The first paragraph under the caption "ARTICLE III" shall be
revised to read:
"The authorized capital stock of the corporation is 100,000,000
shares of Common Stock, $.10 par value, and 10,000,000 shares of
Preferred Stock. The capital stock, after the amount of the
subscription price has been paid in, shall not be subject to
assessment to pay the debts of the corporation."
THIRD: By written informal action unanimously taken by the Board of
Directors of the Corporation on the 21st day of February, 1995, pursuant to
and in accordance with Sections 7-108-202 and 7-110-103 of the Colorado
Business Corporation Act, the Board of Directors of the Corporation duly
advised the foregoing amendment and by formal action taken by the
stockholders of the Corporation on the 31st day of March, 1995, in
accordance with Sections 7-107-104 and 7-110-103 of the Colorado Business
Corporation Act, the stockholders of the Corporation duly approved said
amendment.
FOURTH: The number of votes cast for the amendment by each voting
group entitled to vote separately on the amendment was sufficient for
approval by that voting group.
IN WITNESS WHEREOF, CHARTWELL CABLE FUND, INC. has caused these
presents to be signed in its name and on behalf by its President and
attested by its Secretary on this 12th day of March, 1997, and its
President acknowledges that these Articles of Amendment are the act and
deed of CHARTWELL CABLE FUND, INC. and, under the penalties of perjury, the
matters and facts set forth herein with respect to authorization and
approval are true in all material respects to the best of his knowledge,
information and belief.
ATTEST: CHARTWELL CABLE FUND, INC.
/s/ DANIEL G. BULLER /s/ A. CLINTON OBER
____________________________ _____________________________
Daniel G. Buller, Secretary A. Clinton Ober, President
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> AUG-01-1996
<PERIOD-START> SEP-01-1995
<PERIOD-END> AUG-01-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 3,577
<BONDS> 0
0
0
<COMMON> (3,577)
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 11,555
<TOTAL-REVENUES> 11,555
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 22,370
<LOSS-PROVISION> 125,719
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (136,534)
<INCOME-TAX> 0
<INCOME-CONTINUING> (136,534)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (136,534)
<EPS-PRIMARY> (0.16)
<EPS-DILUTED> (0.16)
</TABLE>
