SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) March 14, 1997
------------------------------
CAPITAL GROWTH HOLDINGS, LTD.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Colorado 33-21443 87-1077246
- --------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
660 Steamboat Road, Greenwich, Connecticut 06830
- ------------------------------------------ -----
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (203) 861-7750
--------------
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements of Business Acquired.
Financial statements of International Capital Growth, Ltd.,
a Delaware corporation ("ICG"), including the following, are
included as a part of this Form 8-K/A as Attachment 7(a) and
are incorporated herein by this reference:
o Report of Independent Auditors
o Statement of Financial Condition at December 31, 1996
o Statement of Operations for the period February 1, 1996
(inception) to December 31, 1996
o Statement of Changes in Stockholders' Equity for the
period February 1, 1996 (inception) to December 31, 1996
o Statement of Cash Flows for the period February 1, 1996
(inception) to December 31, 1996
o Notes to Financial Statements
(b) Pro Forma Financial Information.
Unaudited pro forma financial statements of the Registrant
giving effect to the acquisition of ICG, including the
following are included as a part of this Form 8-K/A as
Attachment 7(b) and are incorporated herein by this
reference:
o Pro Forma Condensed Financial Information
o Pro Forma Condensed Balance Sheet
o Pro Forma Condensed Statement of Operations
o Notes to Pro Forma Condensed Financial Information
(c) Exhibits.
2.1 Agreement Concerning the Exchange of Securities of
International Capital Growth, Ltd. for Securities of
Capital Growth Holdings, Ltd. dated January 7, 1997
without schedules or exhibits thereto*
3(i).1 Restated Articles of Incorporation of Galt Financial
Corporation*
3(i).2 Certificate of Designation of 5% Cumulative
Convertible Series A Preferred Stock*
3(i).3 Certificate of Designation of 5% Cumulative
Convertible Series B Preferred Stock*
10 Capital Growth Holdings, Ltd. 1997 Stock Option
Plan*
16 Letter, dated March 25, 1997, of Angell & Deering*
27 Financial Data Schedule
* Previously filed as an identically numbered exhibit to the
Registrant's Current Report on Form 8-K dated March 14,
1997 as filed with the Securities and Exchange Commission
on March 28, 1997.
<PAGE>
SIGNATURE
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 thereunto duly authorized.
CAPITAL GROWTH HOLDINGS, LTD.
Dated as of: May 28, 1997
/s/ Ronald B. Koenig
--------------------------------------
Ronald B. Koenig
President and Chief Executive Officer
<PAGE>
Attachment 7(a)
INTERNATIONAL CAPITAL GROWTH, LTD.
(a development stage company)
FINANCIAL STATEMENTS
DECEMBER 31, 1996
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Board of Directors
International Capital Growth, Ltd.
Greenwich, Connecticut
We have audited the accompanying statement of financial condition of
International Capital Growth, Ltd. (a development stage company) as at December
31, 1996, and the related statements of operations, changes in stockholders'
equity and cash flows for the period February 1, 1996 (inception) to December
31, 1996. 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 audit.
We conducted our audit 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 audit provides a reasonable basis for our opinion.
In our opinion, the financial statements enumerated above present
fairly, in all material respects, the financial position of International
Capital Growth, Ltd. at December 31, 1996, and the results of its operations and
its cash flows for the period February 1, 1996 (inception) to December 31, 1996
in conformity with generally accepted accounting principles.
/s/ Richard A. Eisner & Company, LLP
- ------------------------------------
Richard A. Eisner & Company, LLP
New York, New York
February 22, 1997
<PAGE>
INTERNATIONAL CAPITAL GROWTH, LTD.
(a development stage company)
STATEMENT OF FINANCIAL CONDITION
DECEMBER 31, 1996
A S S E T S
-----------
Cash .............................................................. $3,060,255
Customer list ..................................................... 120,000
Other assets ...................................................... 306,579
----------
T O T A L ............................................... $3,486,834
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Liabilities:
Accrued expenses and other liabilities ......................... $ 51,000
Commitments (Note J)
Stockholders' equity:
Common stock - $.001 par value; 25,000,000
shares authorized; 13,415,000 shares
issued and outstanding ......................... $ 13,415
Series A convertible preferred stock,
stated at liquidation preference -
($.01 par value); 6,000,000 shares
authorized; 4,365,000 shares issued and
outstanding (Note D) ........................... 611,100
Series B convertible preferred stock,
stated at liquidation preference -
($.01 par value); 1,200,000 shares
authorized, issued and outstanding
(Note D) ....................................... 252,000
Additional paid-in capital ....................... 3,333,535
-----------
4,210,050
Deficit accumulated during development
stage .......................................... (718,616)
Subscriptions receivable (Note C) ................ (55,600)
-----------
Total stockholders' equity .............................. 3,435,834
----------
T O T A L ............................................... $3,486,834
==========
The accompanying notes to financial statements
are an integral part hereof.
- 2 -
<PAGE>
INTERNATIONAL CAPITAL GROWTH, LTD.
(a development stage company)
STATEMENT OF OPERATIONS
FOR THE PERIOD FEBRUARY 1, 1996 (INCEPTION)
TO DECEMBER 31, 1996
Revenue:
Interest ....................................................... $ 22,033
----------
Total revenue ........................................... 22,033
----------
Expenses:
Employee compensation and benefits ............................. 241,069
Registrations and assessments .................................. 16,723
Communications and equipment rental ............................ 20,267
Dues and subscriptions ......................................... 3,068
Insurance ...................................................... 25,285
Taxes .......................................................... 18,390
Professional and consulting fees ............................... 224,063
Office expense ................................................. 53,879
Travel and entertainment ....................................... 84,651
Rent ........................................................... 51,398
Other operating expenses ....................................... 1,856
----------
Total expenses .......................................... 740,649
----------
NET (LOSS) ....................................................... $ (718,616)
==========
The accompanying notes to financial statements
are an integral part hereof.
- 3 -
<PAGE>
INTERNATIONAL CAPITAL GROWTH, LTD.
(a development stage company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FEBRUARY 1, 1996 (INCEPTION) TO DECEMBER 31, 1996
<TABLE>
<CAPTION>
Series A Series B Additional
Shares Common Convertible Convertible Paid-in Accumulated
Outstanding Stock Preferred Preferred Capital Deficit Total
----------- -------- ----------- ----------- ---------- ----------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Balance - February 1,
1996 .................... - 0 - $ - 0 - $ - 0 - $ - 0 - $ - 0 - $ - 0 - $ - 0 -
Issuance of common stock,
9,730,000 shares
in March and 2,000,000
shares in May 1996
at $.015 per share ...... 11,730,000 11,730 164,220 175,950
Issuance of common stock
in October 1996 at
$2.00 per share ......... 1,625,000 1,625 3,049,375 3,051,000
Issuance of common stock
in November 1996 in
a noncash transaction
for $2.00 per share
equivalent .............. 60,000 60 119,940 120,000
Issuance of convertible
preferred Series A
stock in March 1996
at $.14 per share ....... 4,365,000 611,100 611,100
Issuance of convertible
preferred Series B
stock in March 1996
at $.21 per share ....... 1,200,000 252,000 252,000
Subscription receivable .... (55,600) (55,600)
Net (loss) ................. (718,616) (718,616)
------- -------- -------- ---------- ---------- ----------
BALANCE - DECEMBER 31,
1996 .................... $13,415 $555,500 $252,000 $3,333,535 $(718,616) $3,435,834
======= ======== ======== ========== ========= ==========
</TABLE>
The accompanying notes to financial statements
are an integral part hereof.
- 4 -
<PAGE>
INTERNATIONAL CAPITAL GROWTH, LTD.
(a development stage company)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FEBRUARY 1, 1996 (INCEPTION)
TO DECEMBER 31, 1996
Cash flows from operating activities:
Net (loss) .................................................... $ (718,616)
Adjustment to reconcile net (loss) to net cash
(used in) operating activities:
Change in operating liabilities:
Increase in accrued expenses and other
liabilities ............................................ 51,000
----------
Net cash (used in) operating activities ................ (667,616)
Cash flows from investing activities:
Increase in other assets ....................................... (306,579)
Cash flows from financing activities:
Issuance of common and preferred shares of stock ............... 4,034,450
----------
NET INCREASE IN CASH .............................................. 3,060,255
Cash - February 1, 1996 .......................................... - 0 -
----------
CASH - DECEMBER 31, 1996 .......................................... $3,060,255
==========
Noncash transaction:
Acquisition of customer list for common stock .................. $ 120,000
==========
The accompanying notes to financial statements
are an integral part hereof.
- 5 -
<PAGE>
INTERNATIONAL CAPITAL GROWTH, LTD.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
(NOTE A) - The Corporation:
- ---------------------------
International Capital Growth, Ltd. (the "Company") was formed in
February 1996 as a Delaware Corporation, with the purpose of operating
as a registered broker/dealer. Through December 31, 1996, the Company
has been in the development stage and has conducted no revenue
producing activities.
(NOTE B) - Use of Estimates:
- ----------------------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements. Actual results could differ from those estimates.
(NOTE C) - Subscriptions Receivable:
- ------------------------------------
Subscriptions receivable represent amounts to be collected by the
Company from a Series A convertible preferred stockholder.
(NOTE D) - Preferred Stock:
- ---------------------------
The preferred stock is convertible into common stock at a one to one
ratio and carries the same voting rights. The preferred A and preferred B stock
carry a .14 and .21 per share liquidation value, respectively. Beginning October
12, 1996, the preferred stock carries a cumulative dividend of 5% of the
liquidation preference per annum. Unless earlier converted, each outstanding
share of preferred stock shall be automatically converted into one share of
common stock without any action by the holders thereof on October 21, 1997.
(NOTE E) - Warrants:
- --------------------
In October 1996 the Company raised $3,250,000 through the sale of units
in a private placement. Each unit was sold for $25,000 and consisted of 12,500
shares of common stock and 12,500 redeemable warrants. As a result, the Company
has 1,625,000 redeemable warrants issued and outstanding.
(continued)
- 6 -
<PAGE>
INTERNATIONAL CAPITAL GROWTH, LTD.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
(NOTE E) - Warrants: (continued)
- --------------------
Each redeemable warrant entitles the registered holder to purchase one
share of common stock at an initial exercise price of $4.00 per share (subject
to adjustment for stock splits, combinations and reclassifications) at any time
prior to redemption from October 3, 1996 and October 15, 1996 until October 3,
1999 and October 15, 1999, respectively.
Additionally, the Company has agreed to issue 250,000 redeemable common
stock purchase warrants in exchange for consulting services to be rendered on
behalf of the Company. The consulting warrants vest at the rate of 125,000 per
annum on a pro rata basis based upon the number of months that such consulting
services are provided to the Company, commencing in November 1996. Each
consulting warrant entitles the registered holder to purchase one share of
common stock at an initial exercise price of $2.00 per share at any time prior
to redemption from the date of issuance until 36 months thereafter.
(NOTE F) - Stock Option Plan:
- -----------------------------
The Company has elected to follow Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees" (APB 25) and related
interpretations in accounting for its employee stock options because, as
discussed below, the alternative fair value accounting provided for under FASB
Statement No. 123, "Accounting for Stock-Based Compensation," requires use of
option valuation models that were not developed for use in valuing employee
stock options. Under APB 25, because the exercise price of the Company's
employee stock options equals the market price of the underlying stock on the
date of grant, no compensation expense is recognized.
The Company's 1996 Incentive Stock Option Plan has authorized the grant
of options to management personnel for up to 1,500,000 shares of the Company's
common stock. All options granted have 10 year terms and carry certain vesting
requirements.
Pro forma information regarding net income is required by Statement
123, and has been determined as if the Company had accounted for its employee
stock options under the fair value method of that statement. The fair value for
these options was estimated at the date of grant using a Black-Scholes option
pricing model with the following weighted-average assumptions for 1996 interest
rates of 6.2%, dividend yields of 0%, volatility factors of the expected market
price of the Company's common stock of .1 and .35; and a weighted-average
expected life of the option of 10 years.
(continued)
- 7 -
<PAGE>
INTERNATIONAL CAPITAL GROWTH, LTD.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
(NOTE F) - Stock Option Plan: (continued)
- -----------------------------
The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options which have no vesting restrictions
and are fully transferable. In addition, option valuation models require the
input of highly subjective assumptions including the expected stock price
volatility. Because the Company's employee stock options have characteristics
significantly different from those of traded options, and because changes in the
subjective input assumptions can materially affect the fair value estimate, in
management's opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of its employee stock option. The pro forma net
loss for 1996 is $(1,332,416). A summary of the Company's stock option activity
and related information for the period February 1, 1996 through December 31,
1996 is as follows:
Weighted-Average
Options Exercise Price
------- ----------------
Outstanding - beginning of
period ...................... - -
Granted ........................ 660,000 $2
Exercised ...................... -
Forfeited ...................... -
Outstanding - end of year ...... 660,000 2
Exercisable - end of year ...... 660,000 2
Weighted-average fair value
of options granted during
the year .................... 2
(NOTE G) - Related Party Transactions:
- --------------------------------------
The Company is under common ownership with Capital Growth International
("CGI") and CGI is utilizing space at the Company's offices without the
allocation of rent.
(continued)
- 8 -
<PAGE>
INTERNATIONAL CAPITAL GROWTH, LTD.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
(NOTE H) - Net Capital Requirements:
- ------------------------------------
The Company is subject to the Securities and Exchange Commission
Uniform Net Capital Rule (Rule 15c3-1), which requires the maintenance of
minimum net capital and requires that the ratio of aggregate indebtedness to net
capital, both as defined, shall not exceed 15 to 1. (8 to 1 for the first 12
months of operations). At December 31, 1996 the Company had net capital of
$3,009,255 which was $2,959,255 in excess of its required net capital.
(NOTE I) - Exemption From Rule 15c3-3:
- --------------------------------------
The Company is exempt from the reserve requirement of the Securities
and Exchange Commission's Rule 15c3-3 pursuant to Section
15c3-3(k)(2)(ii).
(NOTE J) - Commitments:
- -----------------------
The Company has issued a letter of credit in the amount of $100,000 to
secure future rent payments and leasehold improvements at the Company's London
office.
(NOTE K) - Taxes on Income:
- ---------------------------
At December 31, 1996 the Corporation has a net operating loss carryover
of approximately $700,000 available to apply against future taxable income.
These carryovers expire in 2011 and result, for financial reporting purposes, in
noncurrent benefits to the Corporation of approximately $287,000 at December 31,
1996, representing the effect of their potential use in reducing future taxable
income. Because of the uncertainty of the realization of such benefits in future
years, the Corporation has fully reserved against such benefits and has not
recognized them at any dollar value in the accompanying financial statements.
(NOTE L) - Subsequent Events:
- -----------------------------
The Company is currently undertaking a Private Placement for the
issuance of a minimum of 1,000,000 shares of common stock and a maximum of
2,000,000 shares at $2.25 per share. Such offering is scheduled to expire in
March 1997.
- 9 -
<PAGE>
Attachment 7(b)
CAPITAL GROWTH HOLDINGS, LTD.
(formerly Galt Financial Corporation)
PRO FORMA CONDENSED FINANCIAL INFORMATION
(Unaudited)
On March 14, 1997 Capital Growth Holdings, Ltd. (formerly Galt Financial
Corporation) (the "Company") acquired 100% of the outstanding capital stock of
International Capital Growth, Ltd. (a development stage company) ("ICG"), a
Delaware Corporation and member of the National Association of Securities
Dealers, Inc. in a reverse acquisition consummated through a share exchange
transaction (the "Share Exchange").
The accompanying unaudited pro forma condensed balance sheet combines the
balance sheets of the Company and ICG as at January 31, 1997 and December 31,
1996, respectively and reflects the (1) share exchange, (2) sale of common stock
in a private placement completed on March 27, 1997 and (3) conversion of certain
notes into common stock on March 13, 1997.
The accompanying unaudited pro forma condensed statement of operations
combines the historical operations of the Company for the year ended January 31,
1997 with the historical results of ICG for the period February 1, 1996
(inception) to December 31, 1996; assuming the share exchange occurred at the
beginning of the periods presented.
The pro forma condensed balance sheet and pro forma condensed statement of
operations is not necessarily indicative of what the financial position and
results of operations would have been had the transaction occurred earlier, nor
do they purport to represent the future financial position or results of
operations of the Company. The pro forma information should be read in
conjunction with the notes thereto and the financial statements of the Company
at January 31, 1997.
1
<PAGE>
CAPITAL GROWTH HOLDINGS, LTD.
(formerly Galt Financial Corporation)
PRO FORMA CONDENSED BALANCE SHEET
(Unaudited)
<TABLE>
<CAPTION>
Historical
-----------------------------
The Company
at ICG at Pro forma
January 31, December 31, Pro forma Balance
A S S E T S 1997 1996 Adjustments Sheet
----------- ----------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
Cash ................................ $ 2,490 $3,060,255 $ 1,069,172(3) $4,131,917
Customer lists ...................... 120,000 120,000
Other assets ........................ 306,579 306,579
----------- ---------- ----------- ----------
T O T A L ................. $ 2,490 $3,486,834 $ 1,069,172 $4,558,496
----------- ---------- ----------- ----------
LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT)
- -----------------------------
Accrued expenses .................... $ 51,000 $ 51,000
Accrued interest .................... $ 4,343 $ (4,343)(1) - 0 -
Notes payable ....................... 42,000 (42,000)(1) - 0 -
----------- ---------- ----------- ----------
Total liabilities ................... 46,343 51,000 (46,343) 51,000
----------- ---------- ----------- ----------
Stockholders' equity (deficit):
Series A convertible
preferred (at liquidation
value) ......................... 611,100 (611,100)(2) - 0 -
Series B convertible
preferred (at liquidation
value) ......................... 252,000 (252,000)(2) - 0 -
Newly-designated:
5% Series A convertible
preferred (4,001,334
shares, par $.001, at
liquidation value) ......... 560,187(2) 560,187
5% Series B convertible
preferred (1,080,000
shares, par $.001,
at liquidation value) ...... 226,800(2) 226,800
Common stock (3,398,496
shares at no par) .............. 30 13,415 6,539(1)
3,323,896(2)
1,069,172(3) 4,413,052
Class B common stock
(11,349,666 shares at
no par) ........................ 334,803(2) 334,803
Additional paid-in capital ....... 249,051 3,333,535 (3,582,586)(2) - 0 -
Accumulated deficit .............. (292,934) (718,616) 39,804(1) (971,746)
Subscription receivable .......... (55,600) (55,600)
----------- ---------- ----------- ----------
Total stockholders'
equity (deficit) ........ (43,853) 3,435,834 1,115,515 4,507,496
----------- ---------- ----------- ----------
T O T A L ................. $ 2,490 $3,486,834 $ 1,069,172 $4,558,496
=========== ========== =========== ==========
</TABLE>
2
<PAGE>
CAPITAL GROWTH HOLDINGS, LTD.
(formerly Galt Financial Corporation)
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Historical
---------------------------
ICG for
the Period
The Company February 1,
for the Year 1996
Ended (Inception) to
January 31, December 31, Pro forma Pro forma
1997 1996 Adjustments Operations
------------ -------------- ----------- -----------
<S> <C> <C> <C> <C>
Expenses:
General and administration .. $ 22,298 $740,649 $ 762,947
Interest .................... 3,430 3,430
-------- --------- -----------
Total expenses ....... 25,728 740,649 766,377
Interest income ................ 22,033 22,033
-------- --------- -----------
NET LOSS ....................... $(25,728) $(718,616) $ (744,344)
======== ========= ===========
PRO FORMA LOSS PER SHARE ....... $ (0.05)
===========
PRO FORMA WEIGHTED AVERAGE
SHARES OUTSTANDING .......... 14,195,760
===========
</TABLE>
3
<PAGE>
CAPITAL GROWTH HOLDINGS, LTD.
(formerly Galt Financial Corporation)
NOTES TO PRO FORMA CONDENSED FINANCIAL INFORMATION
(Unaudited)
1. Reflects the conversion of $46,343 of notes payable and accrued interest
thereon into 2,906 shares (valued at $2.25 per share) of common stock
resulting in a gain of $39,804.
2. Reflects the exchange of 18,980,000 shares of the Company in exchange for
all the outstanding shares of ICG.
Common stock .................................. 2,549,000
Class B common stock .......................... 11,349,666
5% cumulative convertible
preferred stock:
- Series A ............................... 4,001,334
- Series B ............................... 1,080,000
----------
T o t a l ........................... 18,980,000
==========
3. Reflects the issuance of 549,496 shares of common stock at $2.25 per share,
yielding net proceeds of $1,069,172.
4
<PAGE>
Exhibit Index
-------------
Exhibit No. Description
----------- -----------
2.1 Agreement Concerning the Exchange of
Securities of International Capital Growth, Ltd.
for Securities of Capital Growth Holdings, Ltd.
dated January 7, 1997 without schedules or
exhibits thereto*
3(i).1 Restated Articles of Incorporation of Galt
Financial Corporation*
3(i).2 Certificate of Designation of 5% Cumulative
Convertible Series A Preferred Stock*
3(i).3 Certificate of Designation of 5% Cumulative
Convertible Series B Preferred Stock*
10 Capital Growth Holdings, Ltd. 1997 Stock
Option Plan*
16 Letter, dated March 25, 1997, of Angell &
Deering*
27 Financial Data Schedule
- ------------------
* Previously filed as an identically numbered exhibit to the Registrant's
Current Report on Form 8-K dated March 14, 1997 as filed with the
Securities and Exchange Commission on March 28, 1997.
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
INTERNATIONAL CAPITAL GROWTH, LTD.'s FINANCIAL STATEMENTS AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS INCLUDED AS
ATTACHMENT 7(A) TO THIS FORM 8-K/A.
</LEGEND>
<CIK> 0000832324
<NAME> INTERNATIONAL CAPITAL GROWTH
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> FEB-01-1996
<PERIOD-END> DEC-31-1996
<EXCHANGE-RATE> 1
<CASH> 3,060,255
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 0
<ALLOWANCE> 0
<TOTAL-ASSETS> 3,486,834
<DEPOSITS> 0
<SHORT-TERM> 0
<LIABILITIES-OTHER> 51,000
<LONG-TERM> 0
0
863,100
<COMMON> 13,415
<OTHER-SE> 2,559,319
<TOTAL-LIABILITIES-AND-EQUITY> 3,486,834
<INTEREST-LOAN> 0
<INTEREST-INVEST> 0
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 0
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 0
<INTEREST-INCOME-NET> 22,033
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 740,649
<INCOME-PRETAX> 0
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> (718,616)
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<YIELD-ACTUAL> 0
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 0
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 0
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
