U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
X Quarterly report pursuant to Section 13 or 15(d) of the Securities
- ------- Exchange Act of 1934
For the quarterly period ended March 31, 1997
Transition report pursuant to Section 13 or 15(d) of the Securities
- ------- Exchange Act of 1934
For the transition period from _______________ to _______________
Commission File number 1-10320
-------
FBR Capital Corporation
-----------------------
(Exact Name of Small Business Issuer as Specified in its Charter)
Nevada 13-3465289
- ------------------------------- ----------------
(State of Other Jurisdiction of (I.R.S. Employer
Incorporation of Organization) Identification No.)
14988 North 78th Way, Suite 203, Scottsdale, Arizona 85260
----------------------------------------------------------
(Address of Principal Executive Offices)
(602)483-1466
----------------------------------------------
(Issuer's Telephone Number Including Area Code
- --------------------------------------------------------------------------------
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
Check whether the issuer: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes X No
---- ----
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: At May 13, 1997, Issuer had
outstanding 4,648,205 shares of Common Stock, par value $.005 per share.
Transitional Small Business Disclosure Format: Yes No X
---- ----
Page 1 of 12 Total Pages
Exhibit Index - None
<PAGE>
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FBR CAPITAL CORPORATION
(Formerly Richard Barrie Fragrances, Inc.)
BALANCE SHEETS
<TABLE>
<CAPTION>
March 31 June 30
ASSETS 1997 1996
---- ----
(Unaudited)
CURRENT ASSETS:
<S> <C> <C>
Cash and cash equivalents $ 35,322 $ 61,871
Investment in U.S. Government Treasury Bills 380,339 -
Investment in common stock of Parlux Fragrances, Inc. 901,875 3,746,250
Receivable from acquiror of discontinued operations - 750,000
Other current assets 27,847 6,991
------------ -------------
TOTAL ASSETS $ 1,345,383 $ 4,565,112
============ =============
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ 22,881 $ 121,789
Accrued expenses 48,545 180,417
Convertible notes payable 19,500 117,000
------------ -------------
Total current liabilities 90,926 419,206
------------ -------------
SERIES A REDEEMABLE PREFERRED STOCK:
$.01 par value;
529 shares authorized;
517 shares issued and outstanding;
at liquidation value of $5,600 per share 2,895,200 2,895,200
------------ -------------
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, $.01 par value;
10,000,000 shares authorized;
no shares outstanding except 517 shares issued as
Series A Redeemable Preferred Stock - -
Common stock, $.005 par value;
16,777,667 shares authorized;
4,648,205 and 4,419,548 shares issued and outstanding 23,241 23,183
Additional paid-in capital 7,245,850 7,241,768
Accumulated deficit (6,065,459) (6,014,245)
Unrealized loss on investment (2,844,375) -
------------ -------------
Total stockholders' equity (deficit) (1,640,743) 1,250,706
------------ -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 1,345,383 $ 4,565,112
============ =============
</TABLE>
The accompanying notes are an integral part of these balance sheets.
-2-
<PAGE>
FBR CAPITAL CORPORATION
(Formerly Richard Barrie Fragrances, Inc.)
STATEMENTS OF OPERATIONS
NINE MONTHS ENDED MARCH 31, 1997 AND 1996
(Unaudited)
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Operating expenses $ (129,135) $ -
---------- --------------
Loss from operations (129,135) -
---------- --------------
Other income (expense):
Other income 15,018 -
Interest expense (6,723) -
Gain on extinguishment of debt 53,385 -
Interest income 16,241 -
---------- --------------
Other income (expense), net 77,921 -
Loss from discontinued operations - (3,059,738)
---------- --------------
Net loss $ (51,214) $ (3,059,738)
========== ==============
Earnings per common share and common share equivalents:
Loss per share from continuing operations $ (.01) $ -
Loss per share from discontinued operations - (.69)
---------- --------------
Net loss per share $ (.01) $ (.69)
========== ==============
Weighted average common share and common share
equivalents outstanding 4,648,205 4,419,548
========== ==============
</TABLE>
The accompanying notes are an integral part of these statements.
-3-
<PAGE>
FBR CAPITAL CORPORATION
(Formerly Richard Barrie Fragrances, Inc.)
STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(Unaudited)
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Operating expenses $ (46,668) $ -
---------- --------------
Loss from operations (46,668) -
---------- --------------
Other income (expense):
Interest expense (721) -
Other income 15,018 -
Interest income 5,533
---------- --------------
Other income (expense), net 19,830 -
Loss from discontinued operations - (2,322,731)
---------- --------------
Net income (loss) $ (26,838) $ (2,322,731)
========== ==============
Earnings per common share and common share equivalents:
Income per share from continuing operations $ - $ -
Loss per share from discontinued operations - (.53)
---------- --------------
Net income (loss) per share $ - $ (.53)
========== ==============
Weighted average common share and common share
equivalents outstanding 4,648,205 4,419,548
========== ==============
</TABLE>
The accompanying notes are an integral part of these statements.
-4-
<PAGE>
FBR CAPITAL CORPORATION
(Formerly Richard Barrie Fragrances, Inc.)
STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED MARCH 31, 1997 AND 1996
(Unaudited)
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (51,214) $ -
---------- --------------
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation - 340,872
Discontinued operations - (3,059,738)
Gain on extinguishment of debt (53,385) -
(Increase) decrease in:
Accounts receivable - 650,644
Inventories - 253,024
Other assets (20,856) 1,881,399
Increase (decrease) in:
Accounts payable and accrued expenses (208,255) 137,746
---------- --------------
Total adjustments (282,496) 203,947
---------- --------------
Net cash provided by (used in) continuing operations (333,710) 3,263,685
Net cash used in discontinued operations - (3,059,738)
---------- --------------
Net cash provided by (used in) operating activities (333,710) 203,947
---------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Receipt of amount due from acquiror of discontinued operations 750,000 -
Investment in U.S. Government Treasury Bills, net (380,339) -
Purchase of property and equipment - (48,393)
---------- ---------------
Net cash provided by (used in) investing activities 369,661 (48,393)
---------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of convertible notes payable (62,500) -
---------- --------------
Net cash used in financing activities (62,500) -
---------- --------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (26,549) 155,554
CASH AND CASH EQUIVALENTS, beginning of period 61,871 339,715
---------- --------------
CASH AND CASH EQUIVALENTS, end of period $ 35,322 $ 495,269
========== ==============
</TABLE>
Non-cash financing activities:
On October 21, 1996, the Company completed extinguishment of $97,500 of
Convertible Notes in exchange for an aggregate of $62,500 in cash, 11,500
shares of the Company's Common Stock, and five three-year Warrants (the
Warrants) each to purchase up to 2,500 shares of the Company's Common Stock
at $2 per share. The total amount of debt (including principal and accrued
but unpaid interest of $22,525) extinguished pursuant to the exchange
aggregated $120,025. This amount, less the cash paid, value of the common
stock and the Warrants issued in the exchange offer, resulted in an
extraordinary gain on the extinguishment of debt in the amount of $53,385.
The accompanying notes are an integral part of these statements.
-5-
<PAGE>
FBR CAPITAL CORPORATION
(Formerly Richard Barrie Fragrances, Inc.)
NOTES TO FINANCIAL STATEMENTS
NINE MONTHS ENDED MARCH 31, 1997 AND 1996
(Unaudited)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and the instructions to Form 10-QSB. Accordingly, they do not include all the
information and footnotes required by Generally Accepted Accounting Principles
("GAAP") for complete financial statements. In the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary for a
fair presentation of the results for the interim periods presented have been
made. The results for the nine month and three month periods ended March 31,
1997 may not be indicative of the results for the entire year. These financial
statements should be read in conjunction with the Company's Annual Report on
Form 10-KSB for the fiscal year ended June 30, 1996.
Cash and Cash Equivalents and Investments
The Company's policy is to invest cash in excess of expenditure requirements in
income-producing investments. Temporary cash investments are all highly liquid
investments with maturity of three months or less when purchased and are
considered to be cash equivalents for cash flow purposes. Investments in the
common stock of Parlux Fragrances, Inc. and U.S. Government Treasury Bills are
accounted for in accordance with Statement of Financial Accounting Standards No.
115, "Accounting for Certain Investments in Debt and Equity Securities".
The Company's investment in common stock of Parlux Fragrances, Inc. is
classified as "available for sale". Changes in the market value are reflected in
the stockholders' equity section of the Company's balance sheet under the
caption "Unrealized loss on investment".
Earnings (Loss) Per Common Share
Earnings (loss) per common share is computed by dividing net income (loss) by
the weighted average number of common share and common share equivalents
outstanding during the period. Primary and fully diluted earnings per share are
considered to be the same in all periods. The impact of outstanding warrants and
stock options were not included in the calculation of net loss per share in 1997
and 1996, as their inclusion would have an anti-dilutive effect on those
results.
Income Taxes
The Company has a net operating loss carryforward of approximately $6,300,000 at
March 31, 1997. Historically, no federal tax benefit has been recorded due to
the uncertainty of the Company's ability to realize benefits by generating
taxable income in the future. These carryforwards expire through fiscal year
2012. Due to a greater than 50% change in the ownership of the Company, as
defined in the
-6-
<PAGE>
FBR CAPITAL CORPORATION
(Formerly Richard Barrie Fragrances, Inc.)
NOTES TO FINANCIAL STATEMENTS
NINE MONTHS ENDED MARCH 31, 1997 AND 1996
(Unaudited)
Internal Revenue Code, resulting from various equity offerings, certain
restrictions exist as to the use of net operating loss carryforwards to offset
future taxable income.
Although the Company has significant net operating loss carryforwards available
to offset future taxable income, due to the uncertainty as to the Company's
future earnings, a full valuation allowance has been provided to offset all
deferred tax assets. No income taxes have been provided for either of the
interim periods based on the Company's ability to utilize its net operating loss
to offset taxable income, if any, during the periods.
ITEM 2. MANAGEMENT'S DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION
AND PLAN OF OPERATIONS
Plan of Operations
On July 28, 1996, the Company sold to Parlux Fragrances, Inc. (Parlux) virtually
all of the assets, properties and rights owned by the Company in connection with
its business (the "Asset Sale").
The Company has not conducted any operations since the Asset Sale. Accordingly,
the results of its previous operations are not material. The reasons for the
Asset Sale and the discontinuance of the Company's business were previously
reported in the Company's Proxy Statement, dated April 22, 1996 and Form 10 KSB
for the fiscal year ended June 30, 1996.
Upon the consummation of the Asset Sale and Exchange Offer and payment of
certain expenses, the Company had approximately $630,000 in cash. Of that
amount, approximately $56,000 was applied to discharge certain accounts payable,
including legal, accounting and consulting fees for the fiscal year ended June
30, 1996. On March 31, 1997, the Company had approximately $35,000 in cash and
approximately $380,000 in U.S. Government Treasury Bills. The Company expects
that it will earn approximately $20,000 from interest during the current fiscal
year ending June 30, 1997.
Corporate and administrative expenses for the current fiscal year are expected
to be approximately $130,000 including $82,000 in fees and expense reimbursement
to the directors, $18,000 for accounting fees for audit and tax returns, $3,000
for office and telephone expenses, $17,000 for liability insurance, $6,000 for
stock transfer services and approximately $4,000 for miscellaneous expenses.
Expenditures for liability insurance are primarily to cover exposure that may
arise from products previously sold by the Company that are still in the market.
Administrative expense relates primarily to resolution of matters arising from
the Company's prior business. Funds to pay the expenses are expected to be
derived from interest income earned during the year and from the Company's cash
on hand.
-7-
<PAGE>
FBR CAPITAL CORPORATION
(Formerly Richard Barrie Fragrances, Inc.)
NOTES TO FINANCIAL STATEMENTS
NINE MONTHS ENDED MARCH 31, 1997 AND 1996
(Unaudited)
The Company has been seeking to identify a possible business combination with
one or more entities interested in acquiring or being acquired by the Company.
The Company is free to investigate businesses of essentially any kind or nature
including but not limited to, finance, technology, manufacturing, service,
research and development, healthcare, communications, insurance or
transportation. While the Company has not chosen any particular area of business
in which it may propose to engage and has not conducted any market studies with
respect to any business, property or industry, the directors of the Company have
considered the strengths and weaknesses of the Company and established certain
initial criteria for its search. The Company will first seek a business
combination with a company having a business or line of products which in the
business judgment of the Board of Directors has good prospects for future
profits and growth. In view of the Company's small size and book value, the
appropriate candidate is expected to be an emerging or developing company. Other
priority candidates may be those desiring to become a public company and those
which have an interest in acquiring the company's cash and net operating loss
carryforwards.
A number of companies have been identified which in the judgment of the Board of
Directors could meet the criteria set forth above and discussions have been held
with several of them. There is no assurance of the availability, viability or
success of any acquisition or the results of operations of the Company in
connection with any acquisition or business venture. Even if a suitable
candidate for a business combination is found and negotiations are successfully
completed, there is no assurance of successful operations after the combination
has been effected or that existing stockholders of the Company will not suffer
substantial dilution of their equity position, either upon the business
combination itself or upon the completion of any additional financing which may
be necessary.
The Company does not believe that it is an investment company required to
register as such under the Investment Company Act of 1940, as amended. If the
Company has not concluded a business combination before June 28, 1997, that is,
one year after the Asset Sale, and if, because of its continued ownership of the
Parlux Stock or other securities, it would be required to register or seek an
exemption from such registration, the Company anticipates that it will sell,
transfer or otherwise divest itself of its ownership thereof, redeem any
outstanding Preferred Stock and make a determination as to whether to liquidate
and distribute its assets or to continue to seek out viable business
combinations. See Page 10 for information about an exchange offer relative to
Parlux stock owned by the Company.
The Company continues to hold the Parlux Stock and on March 31, 1997, had
approximately $35,000 in cash in banks and approximately $380,000 in U.S.
Government Treasury Bills maturing in August 1997. The Parlux Stock may be sold
to the public pursuant to a currently effective Registration Statement under the
Securities Act of 1933, covering those shares. Under the terms of the Company's
outstanding Preferred Shares, however, no sale of the Company's assets having a
fair market value of $250,000 or more, either alone or in the aggregate with all
other sales of the Company assets, may be sold without the prior consent of the
holders of a majority of the Preferred Stock unless the net
-8-
<PAGE>
FBR CAPITAL CORPORATION
(Formerly Richard Barrie Fragrances, Inc.)
NOTES TO FINANCIAL STATEMENTS
NINE MONTHS ENDED MARCH 31, 1997 AND 1996
(Unaudited)
proceeds of the sale are applied to the payment of the Redemption Price ($5,600
per share) of the Preferred Stock. The aggregate Redemption Price of the 517
shares of Preferred Stock outstanding is $2,895,200 and the holders of the
Preferred Stock have a liquidation preference in that amount. The Company is
obligated to redeem all of the Preferred Stock by June 27, 1997. If such
redemption is not effected, the holders of the majority of the Preferred Stock
have the right to demand the liquidation of the Company and the application of
its assets to satisfy their liquidation preference.
On June 28, 1996, the market value of the Parlux Stock was $10.125 per share,
and the aggregate value would have been sufficient to pay the aggregate
Redemption Price. At that time, however, the Parlux Stock had not been
registered for resale under the Securities Act of 1933 and, accordingly,
transfer thereof was restricted. The Parlux Stock was registered on August 12,
1996, on which date the last sale price had declined to $7.625 per share. On
March 31, 1997, the last sale price was $2.4375 per share. On May 13, 1997, the
last sale price was $3.125 per share. If, by June 27, 1997, the mandatory
redemption date for the Preferred Shares, the market price of the Parlux Stock
has not substantially recovered, or if some accommodation cannot be reached
between the Company and the holders of the Preferred Stock, the Company will
probably be required to pay substantially all of its cash, in addition to the
proceeds of any sale of the Parlux Stock, to fulfill its obligation to pay the
Redemption Price. Any significant reduction in the amount of its available cash
will probably reduce the Company's value as an acquisition candidate for other
businesses and the Company's opportunities to effect a favorable acquisition
transaction will be substantially reduced.
The Company has cash available to fund current expenditures but will be required
to raise additional capital for future acquisitions or other business
opportunities.
On January 13, 1994, the Company entered into a series of 10% convertible
subordinated promissory notes due January 15, 1996 (the Convertible Notes),
totalling $5,157,750. On June 30, 1996, simultaneously with the closing of the
Asset Sale, the Company completed an exchange offer with certain holders of the
Convertible Notes in the aggregate principal amount of $5,040,750. The remaining
$117,000 of Convertible Notes, held by three note holders, were recorded as a
current liability on the June 30, 1996, balance sheet.
On October 21, 1996, the Company completed extinguishment of $97,500 of
Convertible Notes in exchange for an aggregate of $62,500 in cash, 11,500 shares
of the Company's Common Stock (market value of $.36 per share), and five
three-year Warrants (the Warrants) each to purchase up to 2,500 shares of the
Company's Common Stock at $2 per share. The total amount of debt (including
principal and accrued but unpaid interest of $22,525) extinguished pursuant to
the exchange aggregated $120,025. This amount, less the cash paid, value of the
common stock and the Warrants issued in the exchange offer, resulted in an
extraordinary gain on the extinguishment of debt in the amount of $53,385.
-9-
<PAGE>
FBR CAPITAL CORPORATION
(Formerly Richard Barrie Fragrances, Inc.)
NOTES TO FINANCIAL STATEMENTS
NINE MONTHS ENDED MARCH 31, 1997 AND 1996
(Unaudited)
The Company believes that the remaining holder of the last Convertible Note, in
the principal amount of $19,500, will also accept a settlement of the Company's
obligations on terms not requiring the full cash payment of the amount due on
the Convertible Note. Funds for this settlement are expected to come from the
Company's cash on hand.
During November 1996, the Company received a request for payment of claimed
amounts totaling approximately $137,000 purported to be owed to Muelhens GMBH
with whom the Company had a distribution agreement from December 1993 to June
30, 1995. As set forth in the Company's Annual Report on Form 10-KSB for the
fiscal year ended June 30, 1996, distribution agreements with Muelhens GMBH and
affiliated parties were terminated effective June 30, 1995 on a basis that
relieved the Company of obligations to Muelhens - affiliated companies. The
Company believes that the claimed amounts were included in the numerous
transactions resolved in the termination arrangements in June 1995 and so
advised the attorneys for the claimant by letter of March 11, 1997. The Company
is not presently able to determine whether this request for payment will be
pursued and what amount, if any, ultimately may be due and owing thereon.
On February 25, 1997, the Company made an exchange offer to the holders of its
Series A preferred stock ("Preferred Stock") which offered to exchange for each
share of Preferred Stock, 663 shares of the common stock of Parlux Fragrances,
Inc. ("Parlux Shares") owned by the Company. The exchange offer was subject to
acceptance by the holders of not less than 506 shares of Preferred Stock (97.87%
of the outstanding shares) prior to termination of the exchange offer, as
extended, on April 30, 1997. Tenders were received for more than 513 of the 517
shares of Preferred Stock outstanding and the exchange is being completed.
Consummation of the exchange offer eliminates the possibility that the holders
of Preferred Stock can cause liquidation of the Company to secure partial
payment of an aggregate redemption price of $2,895,200 with respect to the 517
shares of Preferred Stock outstanding. The Company will endeavor to secure
acceptance of the exchange by all holders of Preferred Stock and believes that
not less than 515 shares of Preferred Stock will be exchanged for Parlux Shares.
Accordingly, the Company will transfer a total of 341,445 Parlux Shares in
exchange for the tendered Preferred Stock. If the two remaining shares of
Preferred Stock are not tendered for exchange, they will remain an obligation
and liability of the Company and the Company will retain 28,555 Parlux Shares
for its own account. Should the two shares of Preferred Stock be exchanged, the
Company will retain 27,229 Parlux shares.
Forward-Looking Statements
Certain information contained in this Quarterly Report on Form 10-QSB,
including, without limitation, information appearing under Part 1, Item 2,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations", are forward-looking statements (within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934). Factors set forth in the Company's Annual Report on Form 10K for the
fiscal year ended June 30, 1996, under Item 1, "Business" and Item 6
"Management's Discussion and Analysis of Financial Condition and
-10-
<PAGE>
FBR CAPITAL CORPORATION
(Formerly Richard Barrie Fragrances, Inc.)
NOTES TO FINANCIAL STATEMENTS
NINE MONTHS ENDED MARCH 31, 1997 AND 1996
(Unaudited)
Results of Operations" together with other factors that appear with the
forward-looking statements, or in the Company's other Securities and Exchange
Commission filings could affect the Company's actual results and could cause the
Company's actual results to differ materially from those expressed in any
forward-looking statements made by, or on behalf of, the Company in this
Quarterly Report on Form 10-QSB.
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
(c) See Management's Discussions and Analysis of Financial Condition and
Plan of Operations with respect to issuance of common stock and warrants
in exchange for certain convertible notes.
-11-
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
FBR CAPITAL CORPORATION
(Registrant)
Dated: May 13, 1997
By: /s/ Charles D. Snead, Jr.
---------------------------------
Charles D. Snead, Jr., President
-12-
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1997
<PERIOD-END> MAR-31-1997
<EXCHANGE-RATE> 1
<CASH> 35,322
<SECURITIES> 1,282,214
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,345,383
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,345,383
<CURRENT-LIABILITIES> 90,926
<BONDS> 0
2,895,200
0
<COMMON> 23,241
<OTHER-SE> (1,663,984)
<TOTAL-LIABILITY-AND-EQUITY> 1,345,383
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 129,135
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,723
<INCOME-PRETAX> (51,214)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (51,214)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> (.01)
</TABLE>
