SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _______________ TO ____________________
INSTITUTIONAL EQUITY HOLDINGS, INC.
(FORMERLY EUROMED, INC.)
(Exact name of registrant as specified in its charter)
COMMISSION FILE NUMBER 0-27720
NEVADA 88-0317700
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8214 WESTCHESTER, SUITE 500
DALLAS, TX 75225
(Address of principal executive offices) (Zip Code)
(214) 692-3544
(Registrant's telephone number, including area code)
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 No X
As of May 13, 1999, there were 2,507,000 shares outstanding of the registrant's
common stock, $0.01 par value.
- --------------------------------------------------------------------------------
<PAGE>
INDEX
PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
PAGE NO.
--------------
<S> <C>
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED):
Balance Sheets -
December 31, 1998 and March 31, 1999 3
Statements of Operations -
Three months ended March 31, 1998 and 1999 4
Statements of Cash Flows -
Three months ended March 31, 1998 and 1999 5
Notes to Financial Statements 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 11
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 13
</TABLE>
<PAGE>
INSTITUTIONAL EQUITY HOLDINGS, INC.
(FORMERLY EUROMED, INC.)
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS
March 31, December 31,
1999 1998
(Unaudited)
<S> <C> <C>
Current Assets
Cash $ 41,261 $ 118,130
Investments, at market 825,997 464,034
Receivables
Commissions 130,718 465,178
Good faith deposits 100,000 100,000
Other 150,014 156,555
Prepaid expenses 1,876 30,469
------------ -----------
Total Current Assets 1,249,866 1,334,366
Furniture and Equipment, net
of accumulated depreciation 119,134 119,231
Restricted investments, at market 1,859,140 -
Other Assets 11,727 12,157
----------- -----------
Total Assets $3,239,867 $1,465,754
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Cash overdraft $ 59,453 $ -
Due to brokers 67,883 86,586
Securities sold, not yet purchased 4,839 11,667
Accounts payable and accrued liabilities 553,719 495,050
----------- -----------
Total Current Liabilities 685,894 593,303
Loans Subordinated to Claims of
General Creditors
Officers 270,000 270,000
Others 245,000 245,000
Restricted investments 1,859,140 -
Minority Interest in Subsidiary 4,182 -
------------ --------------
Total Liabilities 3,064,216 1,108,303
---------- ----------
Stockholders' Equity
Common stock, par value $.01 per share;
20,000,000 shares authorized; 2,530,000
shares issued and outstanding 25,300 25,300
Additional paid-in-capital 800,128 795,987
Retained (deficit) (517,527) (331,586)
----------- -----------
307,901 489,701
Less treasury shares (132,250) (132,250)
----------- -----------
Total Shareholders' Equity 175,651 357,451
----------- -----------
Total Liabilities and Shareholders' Equity $3,239,867 $1,465,754
========== ==========
See accompanying notes to financial statements.
3
</TABLE>
<PAGE>
INSTITUTIONAL EQUITY HOLDINGS, INC.
(FORMERLY EUROMED, INC.)
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Three Months Ended
March 31,
1999 1998
-------------- --------
<S> <C> <C>
Revenues
Commissions$1,526,003 $ 657,763
Gain on firm securities accounts 239,438 740,277
Underwriting and syndicate income 78,504 135,859
----------- ----------
Total Revenue 1,843,945 1,533,899
Costs and expenses
Commissions paid to other broker-dealers 406,221 304,736
Employee compensation 1,087,220 544,256
Other general and administrative expenses 526,609 578,038
----------- ----------
Operating Income (Loss) (176,105) 106,869
Other income (expense)
Interest income - 2,732
Interest expense (20,701) (25,188)
----------- -----------
Net Income (Loss) From Continuing
Operations Before Minority Interest (196,806) 84,413
Minority interest in operating income of subsidiary (4,182) -
------------ -------------
Net Income (Loss) From Continuing Operations (200,988) 84,413
Discontinued operations
Operating (loss) - -
Gain (loss) on sale 15,047 -
----------- -------------
Net Income (Loss) $ (185,941) $ 84,413
============ ==========
Pro forma net (loss) per share
Continuing operations $ (.07) $ .07
Discontinued operations
Loss on sale of discontinued operations - -
------------- -------------
$ (.07) $ .07
============ ============
Pro forma weighted average number
of shares of common stock outstanding 2,542,000 1,100,000
========== ==========
See accompanying notes to consolidated financial statements.
4
</TABLE>
<PAGE>
INSTITUTIONAL EQUITY HOLDINGS, INC.
(FORMERLY EUROMED, INC.)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1998 AND
THE THREE MONTHS ENDED MARCH 31, 1999
(UNAUDITED)
<TABLE>
<CAPTION>
Retained
Common Stock Additional Earnings Treasury
Number Par Value Paid-In-Capital (Deficit) Shares Total
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1997 105 $ 1 $ 71,029 $ 299,675 $ (24,000) $346,705
Retirement of treasury stock - - (24,000) - 24,000 -
Net loss 1997 - - - (631,261) - (631,261)
------------ ---------- ----------- --------- ------------ ---------
Balance, December 31, 1998 105 1 47,029 (331,586) - (284,556)
Acquisition of parent
February 16, 1999 - Note 2 2,564,895 25,299 748,958 - (132,250) 642,007
--------- ------- -------- ------------ --------- ---------
Restated, December 31, 1998 2,565,000 25,300 795,987 (331,586) (132,250) 357,451
Issuance of warrant to purchase
414,062 shares of common
stock - - 4,141 - - 4,141
Net (loss) 1998 - - - (185,941) - (185,941)
------------ ---------- ----------- ----------- ------------ ----------
Balance, March 31, 1999
(Unaudited) 2,565,000 $25,300 $800,128 $(517,527) $(132,250) $175,651
========= ======= ======== ========= ========= ========
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE>
INSTITUTIONAL EQUITY HOLDINGS, INC.
(FORMERLY EUROMED, INC.)
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1999 1998
---------- --------
<S> <C> <C>
Cash Flow from Operating Activities
Net income (loss) $ (185,941) $ 84,413
Adjustment to reconcile net income (loss)
to net cash from operating activities
Depreciation 9,000 12,000
Minority interest in income of subsidiary 4,182 -
Issuance of stock warrants 4,141 -
Changes in assets and liabilities
Increase in investments (361,963) (297,787)
(Increase) decrease in receivables 341,001 (179,036)
Decrease in prepaid expenses 28,593 23,101
(Increase) decrease in other assets 430 (96)
Increase in cash overdraft 59,453 14,016
Decrease in due to brokers (18,703) (290,889)
Increase (Decrease) in securities sold,
not yet purchased (6,828) 476,570
Increase in accounts payable
and accrued liabilities 58,669 92,000
--------- ----------
Net Cash Flow (Used) By Operating
Activities (67,966) (65,708)
----------- ----------
Cash Flow from Investing Activities
Purchase of equipment (8,903) -
------------ -------------
Cash Flow from Financing Activities
Acquisition of restricted investments (1,859,140) -
Increase in loans subordinated to claims
of creditors 1,859,140 -
Increase in note payable - 57,373
-------------- ----------
Net Cash Flow Provided By
Financing Activities - 57,373
-------------- ----------
Net Increase (Decrease) In Cash (76,869) (8,335)
Cash at the Beginning of the Period 118,130 8,335
----------- -----------
Cash at the End of the Period $ 41,261 $ -
=========== =============
See accompanying notes to financial statements.
6
</TABLE>
<PAGE>
INSTITUTIONAL EQUITY HOLDINGS, INC.
(FORMERLY EUROMED, INC.)
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
(CONTINUED)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1999 1998
---------- --------
<S> <C> <C>
Supplemental Disclosures of Cash
Flow Information
Cash paid during the period for:
Interest $ 17,555 $ 25,188
======== ========
Income taxes $ - $ -
========== ==========
</TABLE>
See accompanying notes to financial statements.
7
<PAGE>
INSTITUTIONAL EQUITY HOLDINGS, INC.
(FORMERLY EUROMED, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
MARCH 31, 1999
NOTE 1: ACQUISITION OF REDSTONE SECURITIES, INC.
In 1998 Institutional Equity Holdings, Inc. (formerly EuroMed, Inc.)
advanced monies to Redstone Securities, Inc. as
follows:
<TABLE>
<S> <C> <C>
Date Amount Description
August 1998 $ 300,000 Subordinate Loan
November 1998 210,000 Subordinate Loan
December 1998 8,500 January 1999 Rent
------------
$ 518,500
</TABLE>
The $510,000 of subordinated loans were subject to certain National Association
Securities Dealers (NASD) subordination restrictions and could not be repaid to
the Company without prior written approval of the NASD. In February 1999, the
$510,000 of subordinated loans, plus accrued interest, were converted to equity
in Redstone Securities, Inc.
On November 6, 1998, the "Agreement and Plan of Reorganization" by and among the
Company, Redstone Acquisition Corp. and Redstone Securities, Inc. was executed.
As of February 16, 1999, the Company acquired a ninety-six percent (96%)
ownership interest in Redstone Acquisition Corp. (which owns one hundred percent
(100%) of the outstanding common shares of Redstone Securities, Inc.) by issuing
one million, one hundred thousand (1,100,000) shares of its common stock for
nine hundred and sixty (960) shares of Redstone Acquisition Corp's common stock.
Five hundred thousand (500,000) of the acquisition shares were issued subject to
certain vesting restrictions. These restricted shares will vest as follows:
o Shares will vest if the Company's stock trades for twenty consecutive
trading days as follows:
Vesting
Number of Trading
Shares Value
166,667 $2.25
166,667 $3.75
166,666 $5.25
o All shares will vest if the Company achieves the following earnings level:
Net Year Ending
Income December 31,
$200,000 1999
$350,000 2000
$525,000 2001
o Any remaining restricted shares will vest in their entirety on the third
anniversary of the closing date of the merger transaction.
(Continued)
8
<PAGE>
INSTITUTIONAL EQUITY HOLDINGS, INC.
(FORMERLY EUROMED, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(CONTINUED)
MARCH 31, 1999
NOTE 1: ACQUISITION OF REDSTONE SECURITIES, INC. (CONTINUED)
Pro forma consolidating financial statements were presented in the Company Form
10-K for the year ended December 31, 1998 filed in April 1999.
The consolidated financial statements included therein are as follows:
o December 31, 1998 Consolidated Balance Sheet - Amounts represent the
consolidated totals for the individual companies' balance sheets,
with all intercompany balances having been eliminated.
o Consolidated Statements of Operations and Cash Flows for the three
months ended March 31, 1999 - Represents the consolidated operations
of Institutional Equity Holdings, Inc. and its subsidiary Redstone
Acquisition Corp. as if the acquisition had occurred on January 1,
1999. All intercompany balances and transactions have been eliminated
in consolidation.
o Statements of Operations and Cash Flows for the three months ended
March 31, 1998 - Represents the operations
and cash flows for Redstone Securities, Inc, only.
NOTE 2: RESTRICTED INVESTMENTS
On March 18, 1999, the Company entered into an agreement with an individual for
the delivery to the Company of a certificate representing 66,250 shares of
common stock of Westower Corporation. The agreement included the following
terms:
o The individual will receive compensation equal to five percent (5%)
of the average daily closing sales price of the common stock on the
American Stock Exchange, calculated for each fiscal quarter. The
sales price of Westower Corporation's common stock at March 18, 1999
and March 31, 1999 were $24.63 and $28.06 per share, respectively.
o The Company agrees not to transfer or assign the shares without the
individual's prior written consent during the term of the agreement.
o The Company will issue to the individual a five year stock purchase
warrant for 414,062 shares of common stock of the Company at an
exercise price of $2.00 per share. The Company has the right to call
the warrant if the trading price of the Company's common stock has
equaled or exceeded $4.00 per share for ten consecutive days.
o Agreement can be terminated upon sixty (60) days' notice by either
party.
9
<PAGE>
INSTITUTIONAL EQUITY HOLDINGS, INC.
(FORMERLY EUROMED, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(CONTINUED)
MARCH 31, 1999
NOTE 3: WEIGHTED AVERAGE OUTSTANDING
For the three month period ended March 31, 1999, the weighted average
outstanding common shares is as follows:
<TABLE>
<S> <C>
Shares outstanding, December 31, 1998 1,430,000
Shares issued in acquisition of Redstone
Securities, Inc. 1,100,000
Shares to be issued for service rendered in 1998 35,000
----------
2,565,000
Less Treasury Shares (23,000)
2,542,000
</TABLE>
All common shares were considered to be outstanding from January 1, 1999.
Diluted (loss) per common share is not disclosed because the effect of the
exercise of the common stock warrants would be anti-dilutive.
NOTE 4: BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principals for
interim financial information and with the instructions to Form 10-Q and Rule
10-01 of Regulations S-X. They do not include all information and notes
required by generally accepted accounting principals for complete financial
statements. However, except as disclosed, there has been no material change
in the information disclosed in the notes to consolidated financial
statements included in the Annual Report on Form 10-K of Institutional Equity
Holdings, Inc. (formerly EuroMed, Inc.) for the year ended December 31, 1998.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three month period ended March 31, 1999, are not
necessarily indicative of the results that may be expected for the year
ending December 31, 1999.
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
GENERAL
Swiss Nassau Corporation was incorporated on May 17, 1994 in the state of
Nevada, United States of America, with authorized and issued share capital of
1,000 shares of common stock with no par value (the "Common Stock). On June 15,
1994, computer equipment with estimated value of $4,998 was contributed in
exchange for all of the shares of Swiss Nassau Corporation. On October 20, 1995,
Swiss Nassau Corporation changed its name into EuroMed, Inc. ("EuroMed" or the
"Company") and increased its authorized shares to 20,000,000 shares of Common
Stock with a new par value of $0.01 per share, and 5,000,000 preferred shares
with a par value of $0.01 per share. On October 20, 1995, EuroMed, Inc. effected
a 150 for 1 stock split of its Common Stock.
On November 17, 1995, all of the shares of Galenica B.V. ("Galenica") and
Confedera B.V. ("Confedera"), both based in Oosterhout, the Netherlands, were
exchanged by the ultimate shareholder of both companies for all of the shares of
a newly-formed company, EuroMed Europe B.V. ("EuroMed Europe"). Prior to this
transaction Galenica and Confedera were owned by B.V. Wisteria ("Wisteria"), a
Netherlands limited liability company, which is owned by Pantapharma B.V., which
is owned by A. Francois Hinnen. All of the shares of EuroMed Europe were then
exchanged for 1,850,000 shares of Common Stock. Neither EuroMed Europe nor the
Company had any operations, and these transactions were completed in
contemplation of an initial public offering ("IPO") of shares of EuroMed. In
March 1996 EuroMed completed its IPO by selling 1,150,000 shares of its common
stock at $6.50 per share. The proceeds of the IPO and 850,000 shares of its
common stock were used to acquire Mutarestes B.V. and Subsidiary ("Mutarestes")
in July 1996 (estimated acquisition price of $11,729,500). Almost immediately,
upon completion of the acquisition of Mutarestes, differences developed between
various officers, directors and shareholders. Mutarestes was subsequently sold
in July 1997 with a significant loss being recognized and the 850,000 shares of
common stock being returned to the Company. In addition, A. Francois Hinnen
returned 850,000 shares of common stock to the Company to mitigate the effect of
the loss on the Mutarestes transactions.
As a result of the failed acquisition of Mutarestes and a significant change in
the Dutch law as it related to the wholesale price of pharmaceuticals, the Board
of Directors concluded that it was in the best interest of EuroMed to divest
itself of its remaining Dutch pharmaceutical operations. In November 1997,
EuroMed Europe and its subsidiaries were sold. EuroMed recognized a substantial
loss on the disposal of EuroMed Europe; therefore, the Board of Directors
negotiated with A. Francois Hinnen the return of 1,000,000 shares of EuroMed's
common stock to lessen the effects of the loss on disposal for the remaining
shareholders.
Effective February 16, 1999, Redstone Securities, Inc. ("Redstone") was merged
into a newly organized subsidiary of the Company with Redstone as the survivor
(the "Redstone Merger"). The Company issued 1,100,000 shares of its Common Stock
to the three principal of Redstone, Thomas Laundrie, Gary Purcell, and Richard
Belz; however, 500,000 of these shares are restricted until the market price of
the Company's Common Stock reaches certain price levels or the Company reporting
certain levels of net income. Notwithstanding the price levels of the Common
Stock or net income performance levels, the restricted shares will fully vest on
February 16, 2002. The 500,000 restricted shares are considered outstanding and
are included in computations in this Form 10Q. Redstone has been a registered
broker dealer since 1988 and has 70 retail brokers. Redstone has offices in
Plainview, New York, New York, New York and Boca Raton, Florida.
Effective April 23, 1999, EuroMed, Inc. changed its name
into Institutional Equity Holdings, Inc. ("IEH").
11
<PAGE>
RESULTS OF OPERATIONS
Three Months Ended March 31, 1999, compared to Three Months Ended March 31, 1998
Revenues for the three months ended March 31, 1999, increased 32% to $2,018,945
compared to $1,533,899 for the three months ended March 31, 1998. In 1998, the
Company had two offices in the state of New York and one office in the state of
Florida. In 1999, the Company added a fourth office in Dallas, Texas. It was the
addition of this office that caused the increase in revenues.
Cost and expenses for the three months ended March 31, 1999 increased 41% to
$2,020,050 compared to $1,427,030 for the three months ended March 31, 1998. The
primary cause of the increase in cost and expenses was due to increased employee
compensation related to the new Dallas office.
For the three months ended March 31, 1999, the Company reported a $25,988 loss
from continuing operations as compared to a profit of $84,413 for the three
months ended March 31, 1998. The loss was the result of the growth in employee
compensation which could not be offset by the increased revenues.
LIQUIDITY AND CAPITAL RESOURCES
Cash (used in) operations was ($67,966) in the first quarter of 1999 compared
with ($65,708) in the first quarter of 1998. The Company's management believe
that in future quarters the Company will generate positive cash flows from
operations, based upon expected revenues. This cash flow generated should be
sufficient to provide the Company with adequate working capital.
In the first quarter of 1999 the Company expended $8,903 for the purchase of
equipment.
On March 18, 1999 the Company entered into an agreement whereby 66,250 common
shares of Westower Corporation were transferred by a third party to the Company
for its use, in exchange for an interest fee based upon the market value of the
stock, plus the issuance of a stock purchase warrant.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Forward-looking statements in this report, including without limitation,
statements relating to the Company's plans, strategies, objectives,
expectations, intentions and adequacy of resources, are made pursuant to the
Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.
Investors are cautioned that such forward-looking statements involve risks and
uncertainties including without limitation the following: (i) the company's
plans, strategies, objectives, expectations and intentions are subject to change
at any time at the discretion of the company, (ii) the company's plans and
results of operations will be affected by the company's ability to manage its
growth, accounts receivable and inventory; and (iii) other risks and
uncertainties as indicated from time to time in the company's filings with the
Securities and Exchange Commission.
12
<PAGE>
PART II
ITEM 1. LEGAL PROCEEDINGS
The Company is still involved in three legal proceedings, two in Nevada State
Court and one in the United States District Court for the Northern District of
Texas. There has been no substantive activity in the past three months in the
first Nevada suit filed by the Company against former directors Gregory Alan
Gaylor and Robert Jansonius.
The second legal proceeding is a lawsuit filed by the Company in the United
States District Court for the Northern District of Texas against Gaylor in which
a Final Judgment in the total amount of approximately $16 million was awarded in
favor of the Company against Gaylor. Gaylor has not tendered any payments under
the Final Judgment and it remains wholly unsatisfied.
The third legal proceeding is a Nevada lawsuit filed by Gaylor and Jan Bouwman
(another former director), on behalf of themselves and the Company's minority
shareholders, against the Company. A special master was appointed, with the
Company's agreement, to investigate Gaylor and Bouwman's allegations against the
Company. The special master conducted hearings in December 1997, and issued his
report dated July 30, 1998, in which he reached the conclusion that: (i) the
current board of directors has restructured the Company with competent
management, new objectives and adequate capital to maximize the Company's value
and the shareholders' return on investment, (ii) further interference by
shareholders, former officers, third parties and the court is not warranted, and
(iii) the Company should promptly complete all SEC filings and bring all SEC and
shareholder reports current. The Company completed and filed all such delinquent
reports in December 1998.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits:
Number Description of Exhibit
27.1 Financial Data Schedule*
*Filed Herewith
b. Reports on Form 8-K:
None
13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Institutional Equity Holdings, Inc.
Dated:
<TABLE>
<S> <C>
Signature Title
/s/ Robert A. Shuey, III President and
Robert A. Shuey III Chief Executive Officer
/s/: Anthony F. Vaccaro Director and Secretary
Anthony F. Vaccaro
</TABLE>
14
<PAGE>
Exhibit Index
Exhibit No. Description
27.1 Financial Data Schedule.(*)
(*) Filed herewith
15
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
(Replace this text with the legend)
</LEGEND>
<CIK> 0000852447
<NAME> INSTITUTIONAL EQUITY HOLDINGS, INC
<MULTIPLIER> 1
<CURRENCY> $US
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-1-1999
<PERIOD-END> MAR-31-1999
<EXCHANGE-RATE> 1
<CASH> 41,261
<SECURITIES> 825,997
<RECEIVABLES> 380,732
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,249,866
<PP&E> 416,782
<DEPRECIATION> 297,648
<TOTAL-ASSETS> 3,239,867
<CURRENT-LIABILITIES> 510,894
<BONDS> 0
0
0
<COMMON> 25,300
<OTHER-SE> 175,351
<TOTAL-LIABILITY-AND-EQUITY> 3,239,867
<SALES> 1,843,945
<TOTAL-REVENUES> 1,843,945
<CGS> 0
<TOTAL-COSTS> 2,020,050
<OTHER-EXPENSES> 4,182
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 20,701
<INCOME-PRETAX> (200,988)
<INCOME-TAX> 0
<INCOME-CONTINUING> (200,988)
<DISCONTINUED> 15,047
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (185,941)
<EPS-PRIMARY> (0.07)
<EPS-DILUTED> (0.07)
</TABLE>
