SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
------------------
For Quarter Ended June 30, 1998 Commission File No. 33-28562
TOUCAN GOLD CORPORATION
(Exact name of registrant as specified in charter)
Delaware 75-2661571
(State or other jurisdiction (IRS Employer Identification No.)
at incorporation)
8201 Preston Road, Suite 600
Dallas, Texas 75225
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (214) 890-8088
(Former Name, Former Address and Former Fiscal Year, if Changed Since
Last Report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES [X] NO [ ]
As of June 30, 1998, there were 7,714,600 shares of the common stock, $.01 par
value, of the registrant issued and outstanding.
Transitional Small Business Disclosure Format (check one)
YES [ ] NO [X]
1
<PAGE>
TOUCAN GOLD CORPORATION
June 30, 1998
INDEX
PART I. FINANCIAL INFORMATION Page No.
Item 1. Financial Statements
Consolidated Balances Sheets as of June 30, 1998 and
December 31, 1997 (unaudited).............................F-1
Consolidated Statements of Operations for the three
months ended June 30, 1998 and 1997 (unaudited)...........F-2
Consolidated Statements of Operations for the six
months ended June 30, 1998 and 1997 and the
period beginning on November 3, 1995 and ending
on June 30, 1998 (unaudited)..............................F-3
Consolidated Statements of Stockholders' Equity for
the three months ended June 30, 1998 and the year
ended December 31, 1997 (unaudited).......................F-4
Consolidated Statements of Cash Flows for the three
months ended June 30, 1998 and 1997 (unaudited)...........F-5
Notes to Consolidated Financial Statements (unaudited).....F-6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.........................3
PART II. OTHER INFORMATION............................................6
Item 1. Legal Proceedings............................................6
Item 2. Changes in Securities........................................6
Item 3. Default Upon Senior Securities...............................7
Item 4. Submission of Matters to a Vote of Security Holders..........7
Item 5. Other Information............................................7
Item 6. Exhibits and Reports on Form 8-K.............................7
SIGNATURES.....................................................................8
2
<PAGE>
Toucan Gold Corporation
(a development stage company)
CONSOLIDATED BALANCE SHEETS
(unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
ASSETS 1998 1997
------------- -----------
<S> <C> <C>
Cash $ 25,337 $ 504,795
Prepaid expenses 11,891 16,375
----------- -----------
Total current assets 37,228 521,170
Mineral rights 3,573,625 3,087,895
----------- -----------
$ 3,610,853 $ 3,609,065
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Amounts payable to related parties $ 326,210 131,139
Accrued expenses and other liabilities 167,950 67,974
----------- -----------
Total current liabilities 494,160 199,113
Stockholders' equity
Preferred stock, par value .01 per share; authorized, 2,000,000
shares; issued and outstanding, none -- --
Common stock, $.01 par value per share; authorized 30,000,000
shares; issued and outstanding, 8,039,933 shares 80,399 80,399
Additional paid-in capital 4,488,606 4,488,606
Deficit accumulated during the development stage (1,452,312) (1,159,053)
----------- -----------
Total stockholders' equity 3,116,693 3,409,952
----------- -----------
$ 3,610,853 $ 3,609,065
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
F-1
<PAGE>
Toucan Gold Corporation
(a development stage company)
CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months ended June 30,
(unaudited)
<TABLE>
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
Cost and expenses
Legal, consulting and professional fees $ 85,458 $ 162,413
Claims abandoned 30,500 --
Travel costs 821 21,647
Public relations 16,918 --
Other 16,735 10,808
----------- -----------
Total cost and expenses 150,432 194,868
Other (income) expense
Interest income (39) (24,292)
Interest expense 5,833 --
----------- -----------
Total other (income) expense 5,794 (24,292)
----------- -----------
Net loss $ 156,226 $ 170,576
=========== ===========
Loss per share - basic and diluted $ .02 $ .02
=========== ===========
Weighted average shares outstanding 8,039,933 7,432,600
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
F-2
<PAGE>
Toucan Gold Corporation
(a development stage company)
CONSOLIDATED STATEMENTS OF OPERATIONS
For the six months ended June 30,
(unaudited)
<TABLE>
<CAPTION>
For the period
November 3, 1995
(commencement
of operations)
through
1998 1997 June 30, 1998
----------- ----------- -----------
<S> <C> <C> <C>
Cost and expenses
Legal, consulting and professional fees $ 177,162 $ 418,468 $ 909,399
Claims abandoned 30,500 -- 30,500
Travel costs 4,518 53,385 243,589
Public relations 38,287 7,110 131,555
Other 38,852 14,147 161,805
----------- ----------- -----------
Total cost and expenses 289,319 493,110 1,476,848
Other (income) expense
Interest income (1,893) (39,713) (78,711)
Interest expense 5,833 -- 54,175
----------- ----------- -----------
Total other (income) expense 3,940 (39,713) (24,536)
----------- ----------- -----------
Net loss $ 293,259 $ 453,397 $ 1,452,312
=========== =========== ===========
Loss per share - basic and diluted $ .04 $ .06 $ .24
=========== =========== ===========
Weighted average shares outstanding 8,039,933 7,442,600 6,101,367
========= ========= =========
</TABLE>
The accompanying notes are an integral part of these statements.
F-3
<PAGE>
Toucan Gold Corporation
(a development stage company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
For the six months ended June 30, 1998
and the year ended December 31, 1997
(unaudited)
<TABLE>
<CAPTION>
Deficit
accumulated
Additional during
Common stock paid-in development
Shares Amount capital stage Total
------ ------ ------- ----- -----
<S> <C> <C> <C> <C> <C>
Balance at January 1, 1997 7,432,600 $ 74,326 $4,050,679 $ (434,506) $ 3,690,499
Issuance of common stock 607,333 6,073 437,927 -- 444,000
Net loss -- -- -- (724,547) (724,547)
----------- ----------- ----------- ----------- -----------
Balance at December 31, 1997 8,039,933 80,399 4,488,606 (1,159,053) 3,409,952
Net loss -- -- -- (293,259) (293,259)
----------- ----------- ----------- ----------- -----------
Balance at June 30, 1998 8,039,933 $ 80,399 $ 4,488,606 $(1,452,312) $ 3,116,693
=========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
F-4
<PAGE>
Toucan Gold Corporation
(a development stage company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the six months ended June 30,
(unaudited)
<TABLE>
<CAPTION>
For the period
November 3, 1995
(commencement
of operations)
through
1998 1997 June 30, 1998
----------- ----------- -----------
<S> <C> <C> <C>
Operating activities
Net loss $ (293,259) $ (453,397) $(1,452,312)
Net changes in operating assets and liabilities
Prepaid expenses 4,484 (15,472) (11,891)
Accrued expenses and other liabilities 99,976 61,164 167,949
Amounts payable to related parties 195,071 -- 326,210
----------- -----------
Net cash used in operating activities 6,272 (407,705) (970,044)
Investing activities
Acquisition of mineral rights (485,730) (447,801) (3,207,624)
Financing activities
Net borrowings from related parties -- (9,051) --
Issuance of common stock, net of expenses -- -- 4,103,005
Proceeds from merger with Starlight Acquisitions, Inc. -- -- 100,000
----------- ----------- -----------
Net cash provided by financing activities -- (9,051) 4,203,005
----------- ----------- -----------
Net increase (decrease) in cash (479,458) (864,557) 25,337
Cash at beginning of period 504,795 2,031,045 --
----------- ----------- -----------
Cash at end of period $ 25,337 $ 1,166,488 $ 25,337
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
F-5
<PAGE>
Toucan Gold Corporation
(a development stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1998
(unaudited)
NOTE A - BASIS OF PRESENTATION
Organization
The consolidated financial statements contained herein have been
prepared by the Company pursuant to the rules and regulations of the
Securities and Exchange Commission. In the opinion of management, all
adjustments necessary for a fair presentation of the consolidated financial
position as of June 30, 1998, and the consolidated results of operations for
the three (3) months and the six (6) months ended June 1998 and 1997, and
the consolidated cash flows for the six (6) months ended June 30, 1998 have
been made. In addition, all such adjustments made, in the opinion of
management, are of a normal recurring nature. The results of operations for
the periods presented are not necessarily indicative of the results to be
expected for the full fiscal year.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to the interim
reporting rules of the Securities and Exchange Commission. The interim
consolidated financial statements should be read in conjunction with the
audited consolidated financial statements and related notes for the year
ended December 31, 1997, included in the Company's 1997 Annual Report on
Form 10-KSB.
NOTE B - COMMITMENT
Under an agreement with a Brazilian individual, the Company is
committed to acquire 10 additional priority claims upon clearance of title
by the DNPM. The consideration for each claim will be $36,000 in cash and
12,000 shares of common stock. In addition, a bonus payment of 50,000 shares
is due to the seller if all 10 claims are delivered to the Company.
NOTE C - COMMITMENT TO ISSUE COMMON STOCK
In connection with the acquisition of certain claims, the Company
incurred obligations to issue a total of 325,333 shares of common stock. At
June 30, 1998, these shares have not been issued. However, the shares have
been reflected as outstanding in the accompanying balance sheets and in the
calculation of weighted average shares outstanding for the three and six
month periods ended June 30, 1998.
F-6
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Effective May 10, 1996, Starlight Acquisitions, Inc., a Colorado
corporation ("Starlight") acquired all of the outstanding capital stock of
Toucan Mining Limited, an exploration stage company incorporated under the laws
of the Isle of Man (British Isles) ("Toucan Mining") in exchange for shares of
Starlight Common Stock (the "Share Exchange"). As a result of the Share
Exchange, a change in control of Starlight occurred, whereby Toucan Mining is
deemed to have acquired Starlight. See "Notes to the Consolidated Financial
Statements."
Toucan Mining is a development stage company that conducts its
operations primarily through its wholly-owned subsidiary, Mineradora de Bauxita
Ltda. ("MBL"), which is an authorized mining company organized under the laws of
Brazil. MBL has been financed entirely by Toucan Mining for the purpose of
conducting mineral exploration, specifically gold exploration.
During July 1996, Starlight formed Toucan Gold Corporation, a Delaware
corporation ("Toucan" or the "Company"), as a wholly-owned subsidiary. on July
29, 1996, Starlight merged into the Company, and pursuant to the terms of the
merger, the outstanding shares of Starlight Common Stock were canceled in
exchange for shares of the Company's Common Stock.
The consolidated financial statements for the fiscal year ended
December 31, 1997, reflect the results of Toucan's operations, which consisted
of opening and operating a Brazilian exploration office, completion of a 5,000
meter reverse circulation drilling program, maintenance of Toucan Mining and
MBL's various claims and purchase of new claims which were capitalized in the
financial statements. Legal, accounting, investor relations, consulting, travel,
subsistence expenses and other general administrative costs were expensed.
The Company has begun a program of mineral exploration to target and
explore selected areas of its mining claims to determine which areas are most
likely to contain economic gold mineralization or to effectuate this program
through joint ventures. In order to facilitate these activities, the Company, in
March 1997, opened an office in Brazil. The Brazilian office is staffed by
fifteen employees and consultants, consisting of geologists, land acquisition
personnel, mapping specialists and various support personnel.
The Company has completed a 5,000 meter reverse circulation drilling
program involving six separate locations in the Cuiaba District on which
artisanal mine works ("nugget patches") have taken place. The Company believes
that these nugget patches are de facto geochemical anomalies reflecting the
possible presence of disseminated gold mineralization in the subsurface. A total
of 73 holes were drilled to an average depth of 69 and sampled at one-meter
intervals. In addition to intersecting variable quantities of "visible gold" at
all six of the localities tested, drilling has revealed the presence of
metasediments which imbedded with metavolcanic rocks of Prozterzoic age. Samples
weighing approximately 25 kg. were split, and approximately 3 kg. from each
sample were sent for assay testing at two well-known Canadian laboratories.
The Company's drilling program was designed to penetrate the upper
saprolite and geochemically sample lower saprolitic material. Management
expected any gold mineralization in the lower saprolite to be finer grained,
more homogeneous and reliably sampled by reverse circulation drilling. However,
the assay reports reflected a wide variation of results. Because such results
can occur when sampling "coarse gold" mineralization, management conducted
additional testing of the samples utilizing a commonly practiced manual
inspection technique, which revealed the presence of "visible gold" in some of
the samples, many of which had appeared, on the basis of the prior assay, to
have negligible gold content. Based on such testing, management believes that
the weathering of the saprolite extends deeper into the surface than was
originally estimated and that its drilling did not sample the lower saprolite.
Because of the indication of coarse gold mineralization, management concluded
that it could not rely upon the individual values obtained in the original
assay. Accordingly, management resubmitted 132 larger samples containing
"visible gold" for re-assaying to one of the Canadian laboratories that tested
the original samples in order to use such laboratory's special method of sample
preparation suited for the detection and measurement of coarse gold
mineralization. Most of the later assayed samples were found to contain
consistently higher gold content than the previously assayed samples. Management
believes that almost all of the drilling to date has intersected fringe-type
mineralization of the type often found near stronger potential economic
mineralization.
3
<PAGE>
Management is encouraged by the results of the overall geochemical
testing program and believes that the new sample collection and processing
method will more accurately reflect the level and grade of gold mineralization
present in the upper saprolite. Accordingly, subject to raising additional
capital, the Company has planned a detailed program on the six previously
mentioned locations and their adjacent areas of advanced technology soil
geochemistry testing and detailed ground geophysics using electric and magnetic
methods. The program will also cover further geological mapping of the remaining
nugget patches. More reverse circulation drilling on all of these areas (testing
appropriately larger samples) is expected to follow. This program is expected to
take fourteen (14) months and is designed to establish whether there are
potential orebodies in the upper saprolite in these areas. This program could
involve joint ventures and other arrangements that may result in a dilution of
the Company's interest in its mining claims.
Subject to the Company's ability to raise additional capital,
additional regional exploration, to be carried out concurrently with the
detailed "nugget patch" exploration, is planned and will be aimed at identifying
the mineralization potential of all MBL claims in order to discard those without
any potential. This is to be carried out by revision of all geologic information
and supported by Landsat Thematic Mapper, extensive field work, and a regional
airborne geophysical survey over the area of highest potential. The Company has
commissioned 4,300 kilometer aerial geophysical survey of part of its priority
claims and is currently awaiting appropriate governmental licenses prior to
proceeding with this aspect of the exploration program.
However, the program to fully explore and develop its entire claim area
will take several years and require the raising of additional capital, which
could involve joint ventures or other arrangements that may result in a dilution
of the Company's interest in its claims. In the event of encouraging results in
a particular area, a more concentrated study will be undertaken to provide the
basis of a feasibility study for mineral development. MBL will also be working
to acquire additional claims in the Cuiaba Basin and will cease to explore those
claims that prove unproductive.
As part of the process described above, during the three month period
ended June 30, 1998, the Company has commenced a review of the its extensive
claim area to determine which claims that management believes should be
abandoned as such claims either offer little or no scope for gold
mineralization, or will not be useful for operational infrastructure in the
future. To date, the Company has abandoned sixty-two (62) claims, equaling in
the aggregate 555,018 hectares. Currently, the Company is contemplating the
abandonment of additional claims. No significant exploration has been performed
on any of the abandoned claims.
The Company will incur major expenses to establish the existence of
gold reserves. Accordingly, to fund the Company's exploration program through
May 1999 and to pay for normal expenses during that period, the Company believes
that it will need to raise approximately $1.6 million or enter into joint
ventures with industry partners who agree to provide such funds. The amount does
not include any expenditures for lease acquisitions. There can be no assurance
that the Company will be able to raise such capital if needed or on terms that
are favorable to the Company or to enter into such joint ventures on terms
favorable to the Company. The plan will be subject to review depending upon the
results obtained. Costs could rise if, among other things, the weather proves
untypically harsh, unforeseen ground conditions are encountered, equipment
becomes difficult to source, the availability of drilling operators becoming
increasingly scarce and their rates increasing accordingly, or negotiations with
surface owners become prolonged. MBL may spend more or less on claim
acquisitions than currently estimated. There can be no assurance that the
exploration program will result in the discovery of economic gold
mineralization. The Company's financial statements have been prepared assuming
that the Company will continue as a going concern. Furthermore, the
recoverability of the cost of mineral rights is dependent on the Company's
ability to continue exploration, establish the existence of economically
recoverable reserves, develop these reserves, and achieve profitable production
or obtain sufficient proceeds from the disposition of the rights. The Company's
financial statements do not include any adjustments that might result from the
outcome of these uncertainties. The matters discussed herein contain
forward-looking statements that involve certain risks, uncertainties and
additional costs detailed herein. The actual results that are achieved may
differ materially from any forward-looking projections, due to such risks,
uncertainties and additional costs.
The Company has raised approximately $3.6 million in net proceeds
through the issuance of 1,600,000 Units at $2.50 per Unit, each Unit consisting
of one share of Company Common Stock and a warrant to purchase a share of
Company Common Stock at an exercise price of $3.50, in an offering exempt from
registration under the Securities Act pursuant to Regulation S. This offering
was completed on November 1, 1996. The expiration date for such warrants was
4
<PAGE>
set at the close of business on October 31, 1997, subject to adjustment in
connection with certain anti-dilution provisions. On October 31, 1997, the
expiration date for the warrants was extended by the Company from October 31,
1997 to January 31, 1998. The warrants have expired by their terms.
The Company has used certain of the proceeds from the sale of the Units
to finance the purchase of additional mining claims in the Cuiaba Basin, to
begin its exploration program, and for general working capital purposes. The
Company has entered into an agreement to acquire up to 25 claims in the Cuiaba
Basin. Under this agreement, the Company is committed to acquire 10 additional
priority claims upon clearance of title by the DNPM. The consideration for each
claim will be $36,000 in cash and 12,000 shares of common stock. In addition, a
bonus payment of 50,000 shares is due to the seller if all 10 claims are
delivered to the Company. The Company's obligations thereunder are subject to
its review of documentation relating to such claims. There can be no assurance
that the acquisition of the remaining claims will be consummated.
During the three (3) month period ended June 30, 1998, the Company,
through Igor Mousasticoshvily, Sr. a consultant to the MBL, purchased an
additional mining claim in the Cuiaba' Basin. The claim, comprising 2,000
hectares, was purchased for $48,000 from an independent third party. Mr.
Mousasticoshvily paid cash for such claim from his personal account and is
charging the Company twenty percent (20%) interest on such amount until the
$48,000 is repaid by the Company.
In order to finance the Company's exploration activities and general
working capital needs, including maintaining its Brazilian office and paying the
personnel of the Brazilian office, the Company will require additional capital.
The Company is addressing the additional capital requirement by exploring
several strategic alternatives that may involve any one or a combination of a
joint venture or sale of part of all of its exploration assets, further capital
raising, merger, restructure or other business arrangement. The Company is
currently funding its day-to-day operations with a demand loan from Zalcany
Limited ("Zalcany"), a company affiliated with Roy G. Williams, while it
continues to seek additional financing. The loan from Zalcany bears interest at
the annual rate of 10% and is unsecured. As of July 24, 1998, the principal
amount of the loan was $247,269 and is to be repaid from the proceeds of any
additional financing. Although Zalcany continues to provide additional short
term financing on the same basis, it is not obligated to do so.
As of July 24, 1998, Robert Jeffcock, Igor Mousasticoshvily, Sr. and
Robert Pearce had advanced the Company $40,511, $41,756 and $21,684,
respectively, by foregoing compensation and/or fees owed to them by the Company.
Certain of the information contained in this Annual Report on Form
10-QSB constitutes forward looking statements within the meaning of Section 27A
of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as
amended, that involves certain risks, uncertainties and additional costs
described herein. The actual results that are achieved may differ materially
from any forward looking projections, due to such risks, uncertainties and
additional costs. Although the Company believes that the expectations reflected
in such forward looking statements are based upon reasonable assumptions, it can
give no assurance that its expectations will be achieved. Subsequent written and
oral forward looking statements attributable to the Company or persons acting on
its behalf are expressly qualified in their entirety by reference to such risks,
uncertainties and additional costs.
5
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
None
Item 2. Changes in Securities.
(a) None
(b) None
(c) None
Item 3. Default Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
During the three month period ended June 30, 1998, the Company has
commenced a review of the its extensive claim area to determine which claims
that management believes should be abandoned as such claims either offer little
or no scope for gold mineralization, or will not be useful for operational
infrastructure in the future. To date, the Company has abandoned sixty-two (62)
claims, equaling in the aggregate 555,018 hectares. Currently, the Company is
contemplating the abandonment of additional claims. No exploration has been
performed on any of the abandoned claims.
Item 6. Exhibits and Reports on Form 8-K.
EXHIBITS
The following exhibit is furnished in accordance with Item 601 of Regulation
S-B.
27* Financial Data Schedule
- ------------------
* filed herewith
Form 8-K: No reports on Form 8-K have been filed with the
Securities and Exchange Commission in the quarter ended June
30, 1998.
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Quarterly Report to be signed on its behalf
by the undersigned thereunto duly authorized.
TOUCAN GOLD CORPORATION
(Registrant)
Date: August 14, 1998 By: /s/ Robert P. Jeffcock
-------------------------
Robert P. Jeffcock, President and Chief
Executive Office (Principal Executive
Officer)
Date: August 14, 1998 By: /s/ Robert A. Pearce
--------------------
Robert A. Pearce, Chief Financial
Officer (Principal Financial Officer
and Chief Accounting Officer)
7
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000850083
<NAME> Toucan Gold Corporation
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> MAR-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 25,337
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 37,228
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,610,853
<CURRENT-LIABILITIES> 494,160
<BONDS> 0
0
0
<COMMON> 80,399
<OTHER-SE> 4,488,606
<TOTAL-LIABILITY-AND-EQUITY> 3,610,853
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 150,432
<OTHER-EXPENSES> 5,794
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (156,226)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (156,226)
<EPS-PRIMARY> (.02)
<EPS-DILUTED> (.02)
</TABLE>
