UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended September 30, 1996
--------------------------------
OR
[ ] 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 33-55254-14
PACIFIC FOREST CORPORATION
(Formerly Zeus Enterprises, Inc.)
(Exact name of registrant as specified in its charter)
NEVADA 87-0438451
(State or other jurisdiction of incorporation (IRS Employer Identification
or organization) Number)
1800 East Sahara, Suite 107
Las Vegas, Nevada 89104
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (702) 792-7480
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. [ X ] Yes [ ] No
Class Outstanding as of October 1, 1996
- -------------------------------- ----------------------------------
CLASS A COMMON STOCK 1,445,000 shares
Par Value $0.001
1
<PAGE>
PART I - FINANCIAL INFORMATION
- -------------------------------------------------------------------------------
Item 1. Financial Statements
- -------------------------------------------------------------------------------
Financial Statements Page
Consolidated Balance Sheets as at September 30, 1996 and
Unconsolidated as at December 31, 1995 F-1
Consolidated Statements of Operations for the quarter ending
September 30, 1996 F-2
Consolidated Statement of Shareholders' Equity for the period
from April 16, 1986 to September 30, 1996 F-3
Consolidated Statements of Cash Flows for the quarter ending
September 30, 1996 F-4
Selected Notes to Consolidated Financial Statements F-5
- -------------------------------------------------------------------------------
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
- -------------------------------------------------------------------------------
Results of Operations
During the quarter ended September 30, 1996 the Company acquired the remaining
33% of the renamed Pacific Forest (Fiji) Limited from the 50 Mataqali
(indigenous landowners) for the issuance of 200,000 shares in consideration of
$2,000,000. The price paid reflects the 100% control of the local Fijian
company, and the rights to harvest the 22,000 acre area owned by the Mataqali.
The net Present Value of the concession is estimated to have a value in excess
of $20 million, based on discounted cash flow projections, which are expected to
be realized through timber production.
It is also the Company's intention to have the block of shares held in Fiji, now
totaling some 245,000 shares of the total 1,445,000 outstanding, also listed on
the local Suva Stock Exchange. The Company is currently working with local
auditors, KPMG Peat Marwick, to effectuate such a listing.
The operations during the current quarter have centered on the establishment of
timber milling operations in Bua province, Fiji. At this stage, it is
anticipated that shed, accommodation, and mill construction will occupy the
December quarter, with alignment and testing, and initial throughput commencing
during the March 1997 quarter. During this set up period, it is expected that
the Company will continue to incur losses. The nature of such losses is not
operational, but is associated with the establishment of the mill.
In the meantime, the Company is in negotiations to establish a
warehousing/marketing operation in Fiji, which will see the Company source
timber for export against firm orders. This is a relatively low cost means of
commencing the marketing effort ultimately needed once the mill is in
production, but which should generate cashflow in the short to medium term.
2
<PAGE>
Liquidity and Capital Resources
The Balance Sheet as at September 30 reflects the assets and liabilities
following the acquisition of Pacific Forest (Fiji). The Current Assets and
Current Liabilities are immaterial at this stage, reflecting the fact that
operations have yet to commence.
Non Current Assets include the accumulation of costs with the acquisition and
establishment of a timber mill on the Fijian island of Vanua Levu. It is
estimated that the costs of completion of the mill and initial working capital
will be of the order of $750,000 which will be funded on a pro-rata basis
through Chancellor Group, Inc., a company associated with Company President,
Neil Green, and two other shareholders. Non Current Assets also includes the
rights to the Timber Concessions in Fiji acquired from the indigenous landowners
for an issue of 200,000 shares.
Under this arrangement, funding has already been provided amounting to $309,184,
shown as part of loans payable - related parties (long-term), which will be
repaid through an issue of shares prior to the end of the year.
Impact of Inflation
The Company believes that its activities are not materially affected by
inflation.
Foreign Currency Exposure
At this time, the Company's exposure to Foreign Currency fluctuation is minimal,
related only to movements in the value of assets, with an offsetting movement in
liabilities. Once in production, at least 90% of the Company's revenue will be
denominated in US dollars, with costs and expenses in Fijian Dollars.
Over time, the value of the Fijian Dollar tends to track the US Dollar,
minimizing fluctuations. Risk is estimated to be small.
Exchange Rate
The Exchange Rate at September 30, 1996 was: $US1.00 = $FJD1.39
3
<PAGE>
PART II - OTHER INFORMATION
- -------------------------------------------------------------------------------
Item 6. Exhibits and Reports on Form 8-K
- -------------------------------------------------------------------------------
(a) The following exhibits are included in this filing:
Financial Data Schedule Page E-1
(b) Reports on Form 8-K.
On August 23, 1996, the Company filed a Form 8-K advising of the
acquisition of the remaining 33% of Pacific Forest (Fiji) Limited for
$2,000,000, having already acquired the initial 67% earlier in the year.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PACIFIC FOREST CORPORATION
(Registrant)
By: s/ Neil Alan Green
Neil Alan Green, President
Dated: October 22, 1996
5
<PAGE>
PACIFIC FOREST CORPORATION AND SUBSIDIARY
(Formerly Zeus Enterprises, Inc.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS 9/30/96 12/31/95
(Unaudited) (Unconsolidated)
----------- ----------------
CURRENT ASSETS
<S> <C> <C>
Cash $ 8,567 $ 50,000
Accounts receivable 15,439 0
Prepaid expenses 144 0
Loans receivable - related parties 1,115 0
----------------- -----------------
TOTAL CURRENT ASSETS 25,265 50,000
PROPERTY, PLANT, AND EQUIPMENT
Buildings 79,663 0
Plant and equipment 808,315 0
Vehicles 5,005 0
Accumulated depreciation 0 0
----------------- -----------------
NET PROPERTY, PLANT, AND EQUIPMENT 892,983 0
OTHER ASSETS
Timber rights 2,002,143 0
Loan - related party 3,207 0
----------------- -----------------
2,005,350 0
----------------- -----------------
$ 2,923,598 $ 50,000
================= =================
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accrued expenses and accounts payable $ 9,635 $ 0
----------------- -----------------
TOTAL CURRENT LIABILITIES 9,635 0
LONG-TERM LIABILITIES
Loans payable - related parties 428,327 0
----------------- -----------------
428,327 0
----------------- -----------------
TOTAL LIABILITIES 437,962 0
SHAREHOLDERS' EQUITY Common stock par value $.001:
100,000,000 shares authorized; 1,445,000 shares issued
(1,100,000 at 12/31/95) 1,445 1,100
Additional paid-in capital 2,590,417 50,900
(Deficit) accumulated during development stage (110,691) (2,000)
Cumulative foreign currency translation adjustment 4,465 0
----------------- -----------------
TOTAL SHAREHOLDERS' EQUITY 2,485,636 50,000
----------------- -----------------
$ 2,923,598 $ 50,000
================= =================
</TABLE>
See Selected Notes to Consolidated Financial Statements.
F-1
<PAGE>
PACIFIC FOREST CORPORATION AND SUBSIDIARY
(Formerly Zeus Enterprises, Inc.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Period from
4/16/86 (date
Three Months Ended Nine Months Ended of inception)
9/30/96 9/30/95 9/30/96 9/30/95 to 9/30/96
------- ------- ------- ------- ----------
<S> <C> <C> <C> <C> <C>
Income $ 0 $ 0 $ 0 $ 0 $ 0
General and administrative expenses 107,720 0 108,691 0 110,691
------------- ------------- ------------- ------------- -------------
107,720 0 108,691 0 110,691
------------- ------------- ------------- ------------- -------------
INCOME (LOSS) BEFORE
INCOME TAXES (107,720) 0 (108,691) 0 (110,691)
PROVISION FOR INCOME TAXES 0 0 0 0 0
------------- ------------- ------------- ------------- -------------
NET INCOME (LOSS) $ (107,720) $ 0 $ (108,691) $ 0 $ (110,691)
============= ============= ============= ============= =============
INCOME (LOSS) PER COMMON SHARE
Net income (loss) per weighted
average common share
outstanding $ (.08) $ .00 $ (.09) $ .00
============= ============= ============= =============
Weighted average number of
common shares outstanding 1,327,609 1,000,000 1,177,482 1,000,000
============= ============= ============= =============
</TABLE>
See Selected Notes to Consolidated Financial Statements.
F-2
<PAGE>
PACIFIC FOREST CORPORATION AND SUBSIDIARY
(Formerly Zeus Enterprises, Inc.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Period from April 16, 1986 (Date of Inception) to September 30, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
Deficit Cumulative
Accumulated Foreign
Common Stock Additional During Currency
Par Value $0.001 Paid-in Development Translation
Shares Amount Capital Stage Adjustment
------ ------ ------- ----- ----------
<S> <C> <C> <C> <C>
Balances at 4/16/86 (Date of Inception) 0 $ 0 $ 0 $ 0 $ 0
Issuance of common stock (restricted)
at $.002 per share at 4/16/86 1,000,000 1,000 1,000 0
Net loss for period (1,950)
-------------- ------------- ----------------- ----------------- -----------------
Balances at 12/31/86 1,000,000 1,000 1,000 (1,950) 0
Net loss for year (10)
-------------- ------------- ----------------- ----------------- -----------------
Balances at 12/31/87 1,000,000 1,000 1,000 (1,960) 0
Net loss for year (10)
-------------- ------------- ----------------- ----------------- -----------------
Balances at 12/31/88 1,000,000 1,000 1,000 (1,970) 0
Net loss for year (10)
-------------- ------------- ----------------- ----------------- -----------------
Balances at 12/31/89 1,000,000 1,000 1,000 (1,980) 0
Net loss for year (10)
-------------- ------------- ----------------- ----------------- -----------------
Balances at 12/31/90 1,000,000 1,000 1,000 (1,990) 0
Net loss for year (10)
-------------- ------------- ----------------- ----------------- -----------------
Balances at 12/31/91 1,000,000 1,000 1,000 (2,000) 0
Net loss for year 0
-------------- ------------- ----------------- ----------------- -----------------
Balances at 12/31/92 1,000,000 1,000 1,000 (2,000) 0
Net income for year 0
-------------- ------------- ----------------- ----------------- -----------------
Balances at 12/31/93 1,000,000 1,000 1,000 (2,000) 0
Net income for year 0
-------------- ------------- ----------------- ----------------- -----------------
Balances at 12/31/94 1,000,000 1,000 1,000 (2,000) 0
Issuance of common stock (restricted)
at $.50 per share at 9/12/95 100,000 100 49,900
Net income for year 0
-------------- ------------- ----------------- ----------------- -----------------
Balances at 12/31/95 1,100,000 1,100 50,900 (2,000) 0
Issuance of common stock (Regulation
S) at $.9796 per share to acquire
subsidiary at 6/28/96 100,000 100 97,860
Issuance of common stock (Regulation
S) at $8.73 per share to retire debt of
subsidiary at 6/28/96 45,000 45 392,857
Issuance of common stock (Regulation
S) at $10.00 per share to acquire
subsidiary at 8/23/96 200,000 200 1,999,800
Minority interest adjustment 49,000
Foreign currency translation adjustment 4,465
Net loss for period (108,691)
-------------- ------------- ----------------- ----------------- -----------------
Balances at 9/30/96 1,445,000 $ 1,445 $ 2,590,417 $ (110,691) $ 4,465
============== ============= ================= ================= =================
</TABLE>
See Selected Notes to Consolidated Financial Statements.
F-3
<PAGE>
PACIFIC FOREST CORPORATION AND SUBSIDIARY
(Formerly Zeus Enterprises, Inc.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Period from
4/16/86 (date
Three Months Ended Nine Months Ended of inception)
9/30/96 9/30/95 9/30/96 9/30/95 to 9/30/96
------- ------- ------- ------- ----------
CASH FLOWS FROM OPERATING
ACTIVITIES
<S> <C> <C> <C> <C> <C>
Net loss $ (107,720) $ 0 $ (108,691) $ 0 $ (110,691)
Adjustments to reconcile net (loss)
to net cash required by operating
activities:
Amortization 0 0 0 0 50
Foreign currency adjustment 4,465 0 4,465 0 4,465
Changes in assets and liabilities:
Prepaid expenses 39,999 0 (1) 0 (1)
Accounts and loans receivable (10,441) 0 (10,441) 0 (10,441)
Accrued expenses and accounts
payable 5,910 0 5,910 0 5,910
------------- -------------- ------------- ------------- --------------
39,933 0 (67) 0 (17)
------------- -------------- ------------- ------------- --------------
NET CASH REQUIRED BY
OPERATING ACTIVITIES (67,787) 0 (108,758) 0 (110,708)
CASH FLOWS FROM INVESTING
ACTIVITIES
Organization costs 0 0 0 0 (50)
Purchase of equipment (138,803) 0 (138,803) 0 (138,803)
Cash acquired from subsidiary 0 0 1,385 0 1,385
------------- -------------- ------------- ------------- --------------
NET CASH REQUIRED BY
INVESTING ACTIVITIES (138,803) 0 (137,418) 0 (137,468)
CASH FLOWS FROM FINANCING
ACTIVITIES
Stock sold 0 0 0 0 52,000
Loans - related parties 204,743 0 204,743 0 204,743
------------- -------------- ------------- ------------- --------------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 204,743 0 204,743 0 256,743
------------- -------------- ------------- ------------- --------------
NET INCREASE (DECREASE)
IN CASH (1,847) 0 (41,433) 0 8,567
CASH AT BEGINNING OF PERIOD 10,414 0 50,000 0 0
------------- -------------- ------------- ------------- --------------
CASH AT END OF PERIOD $ 8,567 $ 0 $ 8,567 $ 0 $ 8,567
============= ============== ============= ============= ==============
</TABLE>
SUPPLEMENTAL FINANCING ACTIVITIES
During the period ended June 30, 1996, the Company issued 100,000 shares of
Regulation S common stock to acquire a subsidiary with net assets of
$147,005 at market value. The Company also issued 45,000 shares of
Regulation S common stock to retire a debt owed by its subsidiary in the
amount of $392,902. During the quarter ended September 30, 1996, the
Company issued 200,000 shares of Regulation S common stock to acquire the
remaining one third of a subsidiary with net assets of $2,000,000 at market
value.
See Selected Notes to Consolidated Financial Statements.
F-4
<PAGE>
PACIFIC FOREST CORPORATION AND SUBSIDIARY
(Formerly Zeus Enterprises, Inc.)
(A DEVELOPMENT STAGE COMPANY)
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1996
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated balance sheet and statements of cash flows and shareholders'
equity as of September 30, 1996 include the accounts of the Company and its
wholly owned subsidiary Pacific Forest (Fiji) Limited. The statement of
operations for 1995 is for the Company only. The statement of operations for the
nine months ended September 30, 1996 includes the operations of Fiji for the
quarter then ended. All significant intercompany balances and transactions have
been eliminated in consolidation.
Accounting Methods
The Company recognizes income and expenses based on the accrual method of
accounting.
Cash and Cash Equivalents
All short term investments purchased with an original maturity of three months
or less are considered to be cash equivalents. Cash and cash equivalents
primarily include cash on hand and amounts on deposit with financial
institutions.
Dividend Policy
The Company has not yet adopted any policy regarding payment of dividends.
Income Taxes
The Company records the income tax effect of transactions in the same year that
the transactions enter into the determination of income, regardless of when the
transactions are recognized for tax purposes. Tax credits are recorded in the
year realized. Since the Company has not yet realized income as of the date of
this report, no provision for income taxes has been made.
The Company utilizes the liability method of accounting for income taxes as set
forth in Statement of Financial Accounting Standards No. 109, "Accounting for
Income Taxes" (SFAS 109). Under the liability method, deferred taxes are
determined based on the difference between the financial statement and tax bases
of assets and liabilities using enacted tax rates in effect in the years in
which the differences are expected to reverse. An allowance against deferred tax
assets is recorded when it is more likely than not that such tax benefits will
not be realized.
At December 31, 1995 a deferred tax asset has not been recorded due to the
Company's lack of operations to provide income to use the net operating loss
carryover of $2,000 which expires as follows:
Year Ended Expires Amount
------------------------ --------------------------- -----------------
December 31, 1986 December 31, 2001 $ 1,950
December 31, 1987 December 31, 2002 10
December 31, 1988 December 31, 2003 10
December 31, 1989 December 31, 2004 10
December 31, 1990 December 31, 2005 10
December 31, 1991 December 31, 2006 10
-----------------
$ 2,000
=================
Trading Securities
The Company has adopted the reporting requirements of Statement of Financial
Accounting Standards No. 115 whereby trading securities are reported at market
value.
F-5
<PAGE>
PACIFIC FOREST CORPORATION AND SUBSIDIARY
(Formerly Zeus Enterprises, Inc.)
(A DEVELOPMENT STAGE COMPANY)
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
September 30, 1996
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Foreign Currency Translation
Assets and liabilities denominated in foreign currencies are translated to US
dollars at the exchange rate at the balance sheet date. Income statement items
are translated at an average currency exchange rate. The resulting translation
adjustment is recorded as a separate component of stockholders' equity.
NOTE 2: DEVELOPMENT STAGE COMPANY
The Company was incorporated under laws of the State of Utah on April 16, 1986
and has been in the developmental stage since incorporation. On December 30,
1993, the Company was dissolved as a Utah corporation and reincorporated as a
Nevada corporation. The Company intends to operate in the industry of promoting
and developing timber plantations, and harvesting, milling and exporting timber
resources through its subsidiary Pacific Forest (Fiji) Limited, a Fijian
company.
NOTE 3: CAPITALIZATION
On the date of incorporation, the Company sold 1,000,000 shares of its common
stock to Capital General Corporation for $2,000 cash for an average
consideration of $.002 per share. On September 12, 1995, the Company sold an
additional 100,000 shares of its common stock to Capital General Corporation for
$50,000 cash for an average consideration of $.50 per share. The Company's
authorized stock includes 100,000,000 shares of common stock at $.001 par value.
On June 28, 1996, the Company sold 100,000 shares of its common stock for
$430,000 for an average consideration of $4.30 per share for the acquisition of
the Fijian subsidiary. On June 28, 1996, the Company sold 45,000 shares of its
common stock for $393,000 for an average consideration of $8.73 to settle debts
of the Fijian subsidiary. On August 23, 1996, the Company issued 200,000 shares
of its common stock for an average consideration of $10.00 per share to acquire
the remaining one third of the Fijian subsidiary in a transaction valued at
$2,000,000.
NOTE 4: BASIS OF PRESENTATION
The accompanying unaudited condensed 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
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of the Company's management, all
adjustments (consisting of normal accruals) considered necessary for a fair
presentation of these financial statements have been included. Operating results
for the nine months ended September 30, 1996 are not necessarily indicative of
the results that can be expected for the year ending December 31, 1996.
NOTE 5: RELATED PARTY TRANSACTIONS
The Company utilizes space on a rent-free basis in the Sydney and New York
offices of its principal shareholder, Chancellor Australia Pty Ltd. This
arrangement is expected to continue. The Company has no agreements with respect
to the maintenance or future acquisition of office facilities.
F-6
<PAGE>
PACIFIC FOREST CORPORATION AND SUBSIDIARY
(Formerly Zeus Enterprises, Inc.)
(A DEVELOPMENT STAGE COMPANY)
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
September 30, 1996
NOTE 6: ACQUISITION OF SUBSIDIARY
On June 28, 1996 the Company issued 100,000 shares of its common stock to
acquire 67% of the issued and outstanding capital of Pacific Crown (Fiji) Ltd.,
subsequently renamed Pacific Forest (Fiji) Limited, in a transaction accounted
for under the purchase method of accounting. On August 23, 1996, the Company
issued 200,000 shares of its common stock to acquire the remaining 33% of the
issued and outstanding capital in a transaction accounted for under the purchase
method of accounting.
F-7
<PAGE>
PACIFIC FOREST CORPORATION AND SUBSIDIARY
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
<TABLE>
<CAPTION>
Year Nine Months
ended ended
12/31/95 9/30/96
-------- -------
<S> <C> <C>
Operating Revenue $ 0 $ 0
Cost of Sales 0 0
------------------ ------------------
GROSS PROFIT (LOSS) 0 0
General and Administrative expenses 204,605 187,797
------------------ ------------------
204,605 187,797
------------------ ------------------
INCOME (LOSS) BEFORE INCOME TAXES (204,605) (187,797)
PROVISION FOR INCOME TAXES 0 0
------------------ ------------------
NET INCOME (LOSS) $ (204,605) $ (187,797)
================== ==================
INCOME (LOSS) PER COMMON SHARE
Net income (loss) per weighted average common share
outstanding $ (.14) $ (.13)
================== ==================
Weighted average number of common shares outstanding 1,445,000 1,445,000
================== ==================
</TABLE>
F-8
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Pacific
Forest Corporation and Subsidiary September 30, 1996 financial statements
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000866678
<NAME> PACIFIC FOREST CORPORATION
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 8,567
<SECURITIES> 0
<RECEIVABLES> 15,439
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 25,265
<PP&E> 892,983
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,923,598
<CURRENT-LIABILITIES> 9,635
<BONDS> 0
0
0
<COMMON> 1,445
<OTHER-SE> 2,484,191
<TOTAL-LIABILITY-AND-EQUITY> 2,923,598
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 108,691
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (108,691)
<INCOME-TAX> 0
<INCOME-CONTINUING> (108,691)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (108,691)
<EPS-PRIMARY> (.09)
<EPS-DILUTED> (.09)
</TABLE>
