<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
-----------
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
---------- ----------
COMMISSION FILE NUMBER 0-18974
-------
JORDAN AMERICAN HOLDINGS, INC.
------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Florida 65-0142815
------- ----------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1875 Ski Time Square, Suite One, Steamboat Springs, CO 80487
-------------------------------------------------------------
(Address of principal executive offices)
(800) 879-1189
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
- ------------------- -----------------------------------------
NONE NONE
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, $.001 Par Value
-----------------------------
(Title of Class)
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
filing requirements for the past 90 days. Yes X No
----- -----
As of September 30, 1996, 10,678,376 shares of the registrant's common stock
were issued and outstanding.
1
<PAGE> 2
JORDAN AMERICAN HOLDINGS, INC.
AND SUBSIDIARIES
(NASDAQ: JAHI)
TABLE OF CONTENTS
PART I
ITEM 1. Financial Information
<TABLE>
<S> <C>
Consolidated Balance Sheets .................................................... 3
Consolidated Statements of Operations .......................................... 4
Consolidated Statements of Cash Flows .......................................... 5
Notes to Consolidated Financial Statements ..................................... 6
ITEM 2. Management's Discussion and Analysis
Results of Operations .......................................................... 7
Liquidity and Capital Resources................................................. 11
</TABLE>
2
<PAGE> 3
PART I.
ITEM 1.
FINANCIAL INFORMATION
JORDAN AMERICAN HOLDINGS, INC.
AND SUBSIDIARIES
Consolidated Balance Sheets
<TABLE>
<CAPTION>
(unaudited)
September 30, December 31,
1996 1995
------------- ------------
<S> <C> <C>
ASSETS
Cash and cash equivalents $2,025,456 $2,424,806
Marketable securities 814,363 355,238
Receivables, net 295,821 456,655
Deposit with clearing broker 25,000 25,000
Prepaid expenses and other current assets 23,391 18,193
Land and building held for sale - 557,832
Property and equipment, net 194,903 196,164
Note receivable 446,175 -
---------- ----------
Total Assets $3,825,109 $4,033,888
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses $ 277,347 $ 169,757
Deferred investment advisory fees 304,203 315,254
Preferred stock dividend payable 60,000 -
Note payable - 373,121
---------- ----------
Total Liabilities $ 641,550 $ 858,132
---------- ----------
Stockholders' equity:
8% cumulative, convertible, non-voting preferred stock,
$0.01 par value; authorized 5,000,000 shares;
3,000,000 shares issued and outstanding 30,000 30,000
Common stock, $0.001 par value; authorized 20,000,000
shares; 10,678,376 shares issued and outstanding
at September 30, 1996; 10,836,544 shares issued and
outstanding at December 31, 1995 10,678 10,836
Additional paid-in capital 4,948,803 5,197,632
Accumulated deficit (1,805,922) (2,062,712)
---------- ----------
Total stockholders' equity $3,183,559 $3,175,756
---------- ----------
Total liabilities and stockholders' equity $3,825,109 $4,033,888
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 4
JORDAN AMERICAN HOLDINGS, INC.
AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30, Ended September 30,
1996 1995 1996 1995
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
REVENUE
Investment advisory fees $ 195,917 $ 762,115 $1,430,497 $1,150,458
Commission income 88,394 162,537 319,862 557,795
---------- --------- ---------- ----------
Total revenues $ 284,311 $ 924,652 $1,750,359 1,708,253
---------- --------- ---------- ----------
Selling, general and administrative expenses 353,932 503,094 1,557,934 1,281,946
---------- --------- ---------- ----------
Operating income (loss) $ (69,621) $ 421,558 $ 192,425 $ 426,307
---------- --------- ---------- ----------
OTHER INCOME (EXPENSES)
Interest and dividend income (expense) 38,731 (2,119) 110,522 63,447
Unrealized gain (loss) from investing and trading 40,248 176,136 (5,388) 169,967
Realized gain (loss) from investing and trading 84,031 (32,163) 120,838 (33,884)
Loss on disposal of land and building (1,947) - (10,288) -
Other, net - 6,153 - (27,300)
Total other income, net $ 161,063 $ 148,007 $ 215,684 $ 172,230
---------- --------- ---------- ----------
Net income from continuing operations $ 91,442 $ 569,565 $ 408,109 $ 598,537
Operating gain (loss) from discontinued operations - (42,384) - (280,483)
---------- --------- ---------- ----------
Net income $ 91,442 $ 527,181 $408,109 $ 318,054
Dividends on preferred stock 60,000 60,000 180,000 180,000
---------- --------- ---------- ----------
Net income attributable to common stock $ 31,442 $ 467,181 $ 228,109 $ 138,054
========== ========= ========== ==========
Net income (loss) per common share and share
equivalent attributable to common stock
Continuing operations $ 0.00 $ 0.04 $ 0.02 $ 0.04
Discontinued operations - 0.00 - (0.03)
---------- --------- ---------- ----------
Net income per share and share equivalent $ 0.00 $ 0.04 $ 0.02 $ 0.01
========== ========= ========== ==========
Weighted average number of share and share
equivalents outstanding 10,700,115 11,291,664 10,773,785 11,291,430
========== ========== ========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
JORDAN AMERICAN HOLDINGS, INC.
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
1996 1995
---------- ----------
<S> <C> <C>
CASH FLOWS--OPERATING ACTIVITIES
Net income from continuing operations $ 408,109 $ 598,536
Adjustments to reconcile net income to cash provided
by (used in) operating activities:
Depreciation 17,758 55,990
Unrealized (gain) loss from investing and trading 5,388 (136,082)
Realized (gain) loss from investing and trading (120,838) -
Loss on disposal of land, building and equipment 10,288 -
Changes in operating assets and liabilities:
Investment advisory fees receivable 257,933 (360,183)
Trading marketable securities (343,675) (473,963)
Prepaid expenses and other current assets (102,022) (20,497)
Accounts payable and accrued expenses 107,592 50,590
Deferred investment advisory fees (11,052) 152,235
Other receivables - (82,802)
---------- ----------
Net cash provided by (used in) continuing operations $ 229,481 $ (216,176)
---------- ----------
Net cash provided by (used in) discontinued operations - (56,037)
---------- ----------
Net cash provided by (used in) operating activities $ 229,481 $ (272,213)
CASH FLOWS--INVESTING ACTIVITIES
Capital expenditures (16,498) 5,508
---------- ----------
Net cash provided by (used in) investing activities $ (16,498) $ 5,508
---------- ----------
CASH FLOWS--FINANCING ACTIVITIES
Repurchase of common stock (231,220) -
Net proceeds from issuance of common stock 12,300 -
Payment of preferred dividend (120,000) (120,000)
Proceeds from sale of land and building 99,708 -
Repayment of note payable (373,121) -
Repayment of long-term indebtedness - (40,615)
---------- ----------
Net cash (used in) financing activities $ (612,333) $ (160,615)
---------- ----------
Net (decrease) in cash and cash equivalents $ (399,350) $ (427,320)
CASH AND CASH EQUIVALENTS BEGINNING OF PERIOD 2,424,806 1,915,170
---------- ----------
CASH AND CASH EQUIVALENTS END OF PERIOD $2,025,456 $1,487,850
========== ==========
Supplemental disclosure:
Interest expense $ 182 $ 32,022
Dividends on preferred stock $ 60,000 $ 60,000
Note received upon sale of land and building $ 446,175 -
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
In the opinion of management, the accompanying consolidated financial
statements contain all adjustments, consisting only of normal recurring
adjustments, necessary to present fairly the consolidated balance sheets of
Jordan American Holdings, Inc. (the "Company") and its subsidiaries as of
September 30, 1996, and December 31, 1995, and the results of its operations
for the three months and nine months ended September 30, 1996, and 1995, and
the results of its cash flows for the nine months ended September 30, 1996, and
1995, in accordance with generally accepted accounting principles. The results
for interim periods are not necessarily indicative of results for a full year.
Percentage of assets and wrap investment advisory fees, for which refunds
may be due to clients, are billed in advance and are deferred and amortized
into income over the period in which services are performed. Investment
advisory fees based on a percentage of the annual increase (performance
billings) in the market value of a client's portfolio, including interest and
dividends, are fully recognized at the contract anniversary date after the
period of management. Management fee compensation which is due to sales
representatives is accrued when such fees are billed and is paid to sales
representatives quarterly.
Commission income is recognized on a settlement date basis, which does not
differ materially from the trade date basis of accounting. Marketable
securities consist primarily of corporate stocks and other securities held in
Company investment accounts. Realized and unrealized gains or losses result
from the trading of securities and stock index futures contracts in Company
investment accounts.
Net income (loss) per share and share equivalent is based upon the
weighted average number of share and share equivalents outstanding during the
period. The calculations ignore common stock equivalent shares when their
inclusion in such calculations would have been anti-dilutive.
Preferred stock dividends are normally paid semi-annually as of June 30
and December 31 of each year. At the request of the holder of the preferred
stock, the Company agreed to pay the first semi-annual dividend of $120,000 on
July 31 of each year and the second semi-annual dividend of $120,000 on
November 30. This arrangement was agreed to by both parties to assist the
holder of the preferred stock in its cash flow needs related to its charitable
giving as a private foundation. This arrangement has no material impact on the
annual operations and/or earnings of the Company.
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 123, "Accounting for Stock Based Compensation" (SFAS
123), which is effective for fiscal years beginning after December 15, 1995.
SFAS recommends, but does not require, measuring compensation cost of stock
options at the grant date and recognizing the expense over the service period.
If the Company does not change its accounting method, SFAS 123 requires, at a
minimum, disclosure of the pro forma impact on net income and net earnings per
share. The Company has determined that it will not change from its current
method of accounting, but will make the disclosures required by SFAS 123.
6
<PAGE> 7
Company has determined that it will not change from its current method of
accounting, but will make the disclosures required by SFAS 123.
These interim period consolidated financial statements, including the
notes thereto, are condensed and do not include all disclosures required by
generally accepted accounting principles. Such interim period consolidated
financial statements should be read in conjunction with the Company's
consolidated financial statements which are included in the Company's 1995 Form
10-KSB which is contained in the Company's 1995 Annual Report to shareholders
and is available without charge upon request to Frederick A. Whittlesey, 1875
Ski Time Square, Suite One, Steamboat Springs, Colorado, 80487, (800) 879-1189;
Fax: (970) 879-1272.
PART I
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS
JORDAN AMERICAN HOLDINGS, INC.
AND SUBSIDIARIES
To the extent that the following information contains forward-looking
implications, they may differ materially from actual results due to the
success, or lack thereof, of JAHI's management of the Company and clients'
stock portfolios and pooled investments as influenced by market conditions and
other factors. There can be no guarantee that they will have any impact,
positive or negative, upon the earnings and/or operations of the Company.
RESULTS OF OPERATIONS
The Company had net income from continuing operations for the nine months
ended September 30, 1996, of $228,109 or $.02 per common share and share
equivalent compared to a net gain from continuing operations of $418,537 or
$.04 per common share and share equivalent for the same period in 1995. The
Company had a net gain from continuing operations for the three months ended
September 30, 1996, of $31,442 or $.00 per common share and share equivalent
compared to net income from continuing operations of $509,565 or $.04 per
common share and share equivalent for the same period in 1995.
During the nine months ended September 30, 1996, revenues from investment
advisory fees totaled $1,430,497 compared to revenues from investment advisory
fees of $1,150,458 for the same period in 1995, an increase of approximately
24% due primarily to strong performance billings in managed accounts during the
first two quarters of fiscal 1996. For the three months ended September 30,
1996, revenues from investment advisory fees totaled $195,917 compared to
revenues from investment advisory fees of $762,115 for the same period in 1995.
This decrease was due primarily to significantly lower performance billings in
managed accounts during the third quarter of fiscal 1996.
7
<PAGE> 8
Commission income decreased for the nine months ended September 30, 1996,
to $319,862 as compared to $557,795 for the same period in 1995, and for the
three months ended September 30, 1996 to $88,394 as compared to $162,537 from
the same period in 1995. These decreases are due to fewer stock transactions
resulting from a decrease in the amount of securities being purchased and sold
in client accounts as determined by the management of the Company based on
market conditions and other factors.
Both management fees and commission revenue for the third fiscal quarter
were relatively weak because of performance in clients' managed accounts, no
increase in total assets under management, and infrequent trading in managed
accounts. Unless account performance and asset gathering, or trading activity
improves or increases, respectively, the current earnings trend may continue.
Market conditions and other factors may materially impact this trend either
positively or negatively. Additionally, current trends in retention of clients
show that for fiscal 1996 as of September 30, 1996, the company had a net loss
in assets under management, i.e., more assets in client accounts have departed
from the Company's management than have been brought in as new managed assets.
As of September 30, 1996, the Company managed assets of approximately $85
million. (Please see Form 10-KSB included in the 1995 Annual Report to
shareholders for further information regarding management fee types and their
potential impact on the Company.)
Exceptional performance in percentage of profit accounts may result in
substantial revenues for the Company while poor performance in the same
accounts may yield no revenues for the Company from approximately half of the
Company's total assets under management. Additionally, because percentage of
profit contracts are billed on an annual basis for each respective client,
there may be a delay in billing revenue as long as 11 months from the time when
actual account performance was achieved. Thus, exceptional performance in
percentage of profit accounts may benefit the revenues of the Company for
nearly one year after such performance was achieved depending on the billing
cycle of respective clients.
Total other income was $215,684 for the nine months ended September 30,
1996, compared to $172,230 for the nine months ended September 30, 1995, an
increase of approximately 25%. This increase was primarily due to increased
interest and dividend income and to profits from trading stock index futures
contracts. Total other income for the three months ended September 30, 1996,
was $161,063 versus $148,007 for the same period in 1995. Total other income
from the quarter ended September 30, 1996, was due primarily to realized gains
from trading stock index futures contracts.
Selling, general, and administrative ("SG&A") expenses of $1,557,934 were
incurred during the nine month period ended September 30, 1996, compared to
SG&A expenses of $1,281,946 for the same period in 1995, an increase of
approximately 22%. This increase in SG&A expenses resulted from increased
marketing expenses related to gathering new managed accounts, the
implementation of an ongoing investor relations plan to create exposure for the
Company's common stock and warrants, sales representative related compensation
expenses in conjunction with increased performance in clients' accounts, and
increased general operating costs.
8
<PAGE> 9
The Company receives 100% of the management fee revenue from Jordan
Assets, Ltd., a privately held affiliate which manages the Jordan Index Fund,
L.P., (the "Fund"), a limited partnership with assets of approximately $11.5
million. The Fund invests in stock index futures contracts and other
securities and receives as its fee 20% of the partnership's trading profits.
Fees for this Fund are accounted for as deferred revenue until the annual
billing date of the Fund, which is July 31 of each year.
As previously announced, the Company received no revenue from the Fund for
the 12 month period ended July 31, 1996. Because this account is billed in
July of each year, there exists the possibility that significantly large
earnings from the Fund may substantially impact the earnings per share of the
Company, although there can be no guarantee that this will occur.
Additionally, potential investors in the Company's common stock or warrants
should understand that there is no guarantee that the Fund will continue to
exist as a potential revenue source for the Company.
Total assets under management and corporate earnings may substantially
increase or decrease due to stock market conditions or the onset of a long-term
declining, or bear market, performance returns as influenced by the Company's
investment advisory decisions, effectiveness of marketing efforts, competition
from other investment advisory companies and mutual funds, interest rate
changes by the Federal Reserve Board, economic conditions such as high
inflation and/or recession, and other factors.
While there can be no guarantee of achieving its objective, management of
the Company is currently pursuing a restructuring of the Company's outstanding
$3 million of 8% cumulative, convertible, non-voting preferred stock to improve
the Company's earnings attributable to common stock by lessening or eliminating
the current dividend on the preferred stock, which totaled $240,000 in 1995 and
is expected to total the same amount in 1996 under its current status. Other
than the dividend for the Company's preferred stock, there is no short or long
term plan for the Company to issue a dividend or dividends to the holders of
the Company's common stock.
The Company is also currently pursuing the possible formation of a new
investment limited partnership and investment company in order to increase
assets under management and thereby seek to improve corporate earnings. There
can be no guarantee that either of these entities will become working realities
nor is there a guarantee that, if formed, these entities will become profitable
for the Company. Additionally, the Company is not averse to the possibility of
acquiring other entities which the Company believes would be an asset to the
Company in terms of the acquired entity's ability to generate additional net
income from its operations. Further, the Company is considering the
development of new products such as a market timing service related to changes
in major market trends and an institutional product to gain greater
access to potential new assets under management and make greater use of
management's investment advisory services.
9
<PAGE> 10
As part of the Company's investor relations plan designed to create
awareness and interest in the Company's common stock and warrants, the Company
has released materials whereby an estimate of 1996 earnings were projected and
labeled as a forward-looking estimate which may differ materially from actual
results. There can be no guarantee that the Company's earning projection of
$0.09 to $0.12 per share attributable to common stock will be realized. Net
income from the fourth quarter 1996 may or may not equal $0.07 to $0.10 per
share depending on market conditions, investment advisory decisions and other
factors. Operations for the fourth quarter of 1996 may result in a net loss
for the Company.
The Company plans to continue to budget money for marketing and is
pursuing business plans for asset gathering and creating exposure of the
Company's common stock and warrants through seminars, national investment
shows, advertising, improved marketing materials, joint ventures with marketing
professionals, and other factors. Operationally, the Company is positioned with
personnel and systems to manage as much as $500 million in total assets without
a significant increase in operating costs. Thus, the Company's profit margins
may increase substantially with additional assets under management and strong
performance in clients' managed accounts, and increased commission revenues
from clients' accounts.
In a period of normal trading activity with assets under management of
approximately $100 million, the Company may be able to cover the costs of its
ongoing operations solely from commission revenues and percentage of assets
investment advisory fees. Additional assets under management, or strong
performance and billings in percentage of profits accounts, or increased
trading activity through the Company's subsidiary broker/dealer, or revenues
from the Jordan Index Fund, L.P., may significantly improve the Company's net
earnings, although there can be no guarantee of this occurring.
During the third quarter of 1996, the Company received the resignation of
three outside board directors: Richard O. Donegan, Thomas H. Towler, and Lloyd
C. Bensen. Mr. Donegan and Mr. Towler had been elected to the Board based upon
their special knowledge of product marketing and their ability to contribute
specifically to the Company's former subsidiary, Christian Purchasing Network.
Mr. Bensen resigned from the Company in order to more fully devote himself to
his involvement with a European based firm.
Also, during the third quarter of 1996, two new board members, were
appointed: Mr. Ron Stiller, President of Impact Financial Network, Inc., a
financial planning firm and professional in the area of marketing and asset
gathering with extensive radio and television experience and exposure; Mr.
Robert Flaherty, President of Equities magazine, Harvard MBA graduate, and
former award winning journalist at Forbes magazine who specializes in analysis
and promotion of emerging growth companies. The Company is also actively
pursuing new board members with special abilities to increase the Company's
assets under management and exposure of the Company's investment advisory
services and common stock and warrants.
10
<PAGE> 11
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1996, the Company had cash and cash equivalents of
$2,025,456 versus $2,424,806 at December 31, 1995. This decrease is primarily
due to use of cash in investing in marketable securities. Marketable
securities were valued at $814,363 at September 30, 1996, as compared to
$355,238 at December 31, 1995, an increase of approximately 129%.
Accounts payable and accrued expenses were $277,347 at September 30, 1996,
as compared to $169,757 at December 31, 1995, an increase of approximately 63%.
This increase, although lower than at June 30, 1996, is primarily due to
accruals during the 1996 fiscal year for marketing expenses and various
professional fees. Accruals are based upon expenses as determined by
management's estimate.
Additionally, the Company's previously announced Joint Venture with Impact
Financial Network, Inc., will initially result in greater marketing expenses
for the Company until such time as the Company is reimbursed for marketing
expenses incurred by Impact Financial Network, Inc. from management fees
associated with managed accounts brought to the Company by Impact Financial
Network, Inc. The approximate amount of revenues due to the Company to cover
expenses was $6,000 as of September 30, 1996. Future expenses of Impact
Financial Network, Inc. over the next 12 months are expected to approximate
$100,000, for which the Company is expected to be reimbursed from incoming
management fees from new managed assets generated by Impact Financial Network,
Inc. As of September 30, 1996, Impact Financial Network, Inc. had gathered new
assets for Company management totaling approximately $1.6 million.
Cash flows from continuing operations for the nine months ended September
30, 1996 were $229,481 compared to ($272,213) for the same period in 1995.
Cash flows from financing activities were ($612,333) for the nine month period
ended September 30, 1996. Of this amount ($231,220) was used for open market
repurchases of the Company's common stock, in which approximately 173,000 shares
of common stock have been repurchased and retired, ($120,000) was used for the
payment of the Company's dividend on the preferred stock, and ($373,121) was
used to retire the mortgage debt on the Company's former corporate headquarters
in Florida in connection with its sale. On the mortgage note from the sale,
the Company now receives $2,974.50 per month interest and is scheduled to
receive a balloon payment for the principal in January 1999 for $446,175 from
the building's new owner. Management of the Company believes current and
long-term cash needs will be met despite increased marketing expenses and the
ongoing stock buyback of the Company's common stock. The Company currently has
approximately $2,840,000 in cash and marketable securities.
Exhibits.
27 Financial Data Schedule (for SEC use only).
11
<PAGE> 12
SIGNATURES
IN ACCORDANCE WITH 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.
JORDAN AMERICAN HOLDINGS, INC.
Dated: November 5, 1996 By: /s/ Wallace Neal Jordan
--------------------------------
Wallace Neal Jordan
Chief Executive Officer
Dated: November 5, 1996 By: /s/ Frederick A. Whittlesey
--------------------------------
Frederick A. Whittlesey
Chief Financial Officer
12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF JORDAN AMERICAN HOLDINGS, INC. FOR THE PERIOD ENDED
SEPTEMBER 30, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 2,025,456
<SECURITIES> 814,363
<RECEIVABLES> 411,382
<ALLOWANCES> 115,561
<INVENTORY> 0
<CURRENT-ASSETS> 3,184,031
<PP&E> 279,435
<DEPRECIATION> 84,532
<TOTAL-ASSETS> 3,825,109
<CURRENT-LIABILITIES> 641,550
<BONDS> 0
0
30,000
<COMMON> 10,678
<OTHER-SE> 3,142,881
<TOTAL-LIABILITY-AND-EQUITY> 3,825,109
<SALES> 0
<TOTAL-REVENUES> 1,750,359
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 15,676
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 408,109
<INCOME-TAX> 0
<INCOME-CONTINUING> 408,109
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 408,109
<EPS-PRIMARY> .02
<EPS-DILUTED> .02
</TABLE>
