U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended March 31, 2000
-------------------------
[ ] Transition report under Section 13 or 15(d) of the exchange act of
1934 for the transition period from ______________ to ______________
COMMISSION FILE NUMBER 33-37513-D
---------------------------------
GLOBAL WATER TECHNOLOGIES, INC.
- --------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Delaware 84-1148204
- --------------------------------- ---------------------------------
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
1767 Denver West Boulevard Golden, Colorado 80401
- --------------------------------------------------------------------------
(Address of principal executive offices)
(Zip Code)
(Issuer's telephone number): (303) 215-1100
-------------------
NA
- --------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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
--- ---
Shares of Common Stock, $0.00001 par value, outstanding as of May 15, 2000:
358,758,000.
- ------------
Transitional Small Business Disclosure Format Yes No X
--- ---
<PAGE>
GLOBAL WATER TECHNOLOGIES, INC. (GWTR)
INDEX
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited):
Consolidated Statements of Operations Three months ended
March 31, 2000 and 1999
Consolidated Balance Sheet As of March 31, 2000
and December 31, 1999
Consolidated Statements of Cash Flows Three months ended
March 31, 2000 and 1999
Notes to Financial Statements March 31, 2000 and 1999
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
PART II OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
<PAGE>
GLOBAL WATER TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
------------------------------
March 31, 2000 March 31, 1999
-------------- --------------
<S> <C> <C>
Net revenues:
United States $ 13,454,636 $ 13,882,113
International 790,718 146,758
------------ ------------
Total revenues 14,245,354 14,028,871
------------ ------------
Costs and expenses:
Cost of sales 12,217,495 12,048,974
Selling, general and administrative 2,147,090 1,050,410
Research and development 4,025 5,730
------------ ------------
Total costs and expenses 14,368,610 13,105,114
------------ ------------
Operating income (loss) (123,256) 923,757
Other income (expense):
Interest expense, net (114,170) (88,602)
Other, net (13,078) -
------------ ------------
Income (loss) before income taxes (250,504) 835,155
Income taxes (benefit) (85,170) 283,953
------------ ------------
Net income (loss) before preferred dividend (165,334) 551,202
Preferred stock dividend 5,000 5,001
------------ ------------
Net income (loss) for common stockholders $ (170,334) $ 546,201
------------ ------------
Income (loss) per share:
Basic weighted average shares outstanding 316,960,268 294,854,250
Basic income (loss) per share available for common $ (0.0005) $ 0.0019
============ ============
Fully diluted weighted average shares outstanding 316,960,268 294,875,221
Fully diluted income (loss) per share $ (0.0005) $ 0.0019
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
GLOBAL WATER TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
-------------- -----------------
(Unaudited)
<S> <C> <C>
ASSETS
- ------
Current assets:
Cash and cash equivalents $ 68,813 $ 707,264
Accounts receivable, net of allowance for doubtful
accounts of $149,159 and $136,029, respectively 13,312,099 11,569,520
Costs and estimated earnings in excess of billings
on uncompleted contracts 13,351,450 10,968,967
Other current assets 1,335,194 1,167,561
----------- -----------
Total current assets 28,067,556 24,413,312
----------- -----------
Other assets 898,727 850,618
----------- -----------
$28,966,283 $25,263,930
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Current maturities of long-term debt $ 3,241,868 $ 1,935,394
Accounts payable 16,741,228 13,718,901
Other current liabilities 3,309,616 3,818,681
----------- -----------
Total current liabilities 23,292,712 19,472,976
----------- -----------
Long-term debt 241,303 1,989,390
Other liabilities 55,368 55,368
Stockholders' equity:
Preferred stock, $0.00001 par value, 20,000,000 shares
authorized:
- Series A; 1,000,000 shares authorized issued,
outstanding at December 31, 1999 only;
stated at redemption value of $0.0001 - 100
- Series B; 1,000 shares authorized, 250 shares
issued and outstanding; stated at
redemption value of $1,000 250,000 250,000
- Series C; 876,341 shares authorized, issued
and outstanding; at March 31, 2000 only;
no par; no redemption value - -
Common stock, $0.00001 par value; 800,000,000 shares
authorized; 356,241,590 and 308,354,250 shares
issued and outstanding, respectively 3,562 3,083
Capital in excess of par value 3,304,867 1,504,208
Retained earnings 1,818,471 1,988,805
----------- -----------
Total stockholders' equity 5,376,900 3,746,196
----------- -----------
$28,966,283 $25,263,930
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE>
GLOBAL WATER TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
------------------------------
March 31, 2000 March 31, 1999
-------------- --------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (170,334) $ 546,201
Adjustments to reconcile net income (loss) to
net cash provided (used) by operating activities:
Depreciation 59,627 65,091
Amortization 2,751 2,751
(Increase) decrease in working capital:
Trade accounts receivable (1,677,538) (2,548,617)
Other receivables (65,041) (96,179)
Net costs in excess of billings and
billings in excess of cost (2,672,139) (1,961,163)
Inventories (83,598) (146,577)
Prepaid expenses (84,035) (258,497)
Deposits - 54,465
Accounts payable 3,022,327 3,489,977
Income taxes payable (89,819) 282,182
Accrued liabilities (129,590) (497,151)
---------- ----------
Net cash (used) by operating
activities (1,887,389) (1,067,517)
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (110,486) (45,983)
---------- ----------
Net cash (used in) investing activities (110,486) (45,983)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change on the lines-of-credit (390,000) (48,000)
Proceeds from issuance of common stock 1,801,038 -
Repayments of debt (51,614) (87,595)
---------- ----------
Net cash provided (used) by
financing activities 1,359,424 (135,595)
---------- ----------
NET (DECREASE) IN CASH AND CASH EQUIVALENTS (638,451) (1,249,095)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 707,264 1,751,299
---------- ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 68,813 $ 502,204
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
GLOBAL WATER TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 2000 and 1999
1. INTERIM FINANCIAL STATEMENTS
The consolidated balance sheet as of March 31, 2000, and the related
consolidated statements of operations for the three months ended March 31,
2000 and 1999, and the statements of cash flows for the three months ended
March 31, 2000 and 1999 are unaudited; in the opinion of management, all
adjustments necessary for a fair presentation of such financial statements
have been included. These financial statements and notes are presented as
permitted by Form 10-Q and should be read in conjunction with the Company's
financial statements and notes included in Form 10-KSB for the year ended
December 31, 1999.
2. STOCK OPTIONS
On March 8, 1999, the Company issued 4,798,800 stock options to employees
as part of the 1998 Stock Option Plan approved by the Company's
shareholders at its 1998 annual meeting. The options vest to employees on
a schedule of 20% immediately and 20% over each of the next four years. As
of March 31, 2000, 30,480 of the options were exercised. An additional
366,780 options were forfeited. The options can be exercised when vested,
but no later than 5 years from the issuance date.
On February 9, 2000, the Company issued 6,272,300 stock options to
employees as part of the 1998 Stock Option Plan. The options vest to
employees on a schedule of 20% immediately and 20% over each of the next
four years. As of March 31, 2000, none of the options have been exercised.
Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for
Stock-Based Compensation" defines a fair value based method of accounting
for an employee stock option or similar equity instrument. This statement
gives entities a choice of recognizing related compensation expense by
adopting the new fair value method or to continue to measure compensation
using the intrinsic value approach under Accounting Principles Board (APB)
Opinion No. 25, the former standard. If the former standard for
measurement is elected, SFAS No. 123 requires supplemental disclosure to
show the effects of using the new measurement criteria. The Company
intends to continue using the measurement prescribed by APB Opinion No. 25.
3. BUSINESS SEGMENT DATA
The Company's primary business is the design, sale, manufacture and
building of new industrial cooling towers and in retrofitting existing
industrial cooling towers and cooling tower components for both the
international and domestic markets. All of its operations are within the
6
<PAGE>
United States. Based on risks, financial resources, profitability and
internal resources consumed, management has determined that the most
relevant segment information is international and domestic transactions.
The Company's export sales were $790,718 and $146,758 for the three months
ended March 31, 2000 and 1999, respectively. The following schedule
summarizes the segmentation of the international and domestic business
segments for the three months ended March 31, 2000 and 1999.
BUSINESS SEGMENT STATEMENTS OF OPERATIONS
For the three months ended March 31, 2000 and 1999
<TABLE>
<CAPTION>
2000
---------------------------------------------------
DOMESTIC INTERNATIONAL OTHER TOTAL
-------- ------------- ----- -----
<S> <C> <C> <C> <C>
Revenues $13,454,636 $ 790,718 $ - $14,245,354
Costs $11,531,513 $ 685,982 $ 2,151,115 $14,368,610
Segment profit $ 1,923,123 $ 104,736 $(2,151,115) $ (123,256)
Assets $24,430,172 $3,205,078 $ 1,331,033 $28,966,283
</TABLE>
<TABLE>
<CAPTION>
1999
---------------------------------------------------
DOMESTIC INTERNATIONAL OTHER TOTAL
-------- ------------- ----- -----
<S> <C> <C> <C> <C>
Revenues $13,882,113 $ 146,758 $ - $14,028,871
Costs $11,909,065 $ 139,909 $ 1,056,140 $13,105,114
Segment profit $ 1,973,048 $ 6,849 $(1,056,140) $ 923,757
Assets $16,744,392 $ 68,686 $ 2,203,680 $19,016,758
</TABLE>
4. NEW CONTRACTS AND BACKLOG
The Company has a backlog of $24,678,877 at March 31, 2000, compared to a
backlog amount of $34,200,281 for the similar period ended in 1999 and a
backlog of $20,846,108 at December 31, 1999. Backlog represents the amount
of revenue the Company expects to realize from work on uncompleted contracts.
5. SUBSEQUENT EVENTS
Through May 15, 2000, the Company has received an additional $372,812 from
the exercise of outstanding Class C Warrants. On May 1, 2000, the Company
redeemed $100,000 of outstanding Preferred Series B stock. On April 5,
2000, the Company called for the redemption of the remaining 3,125,000
Class C Warrants. The Warrants may be exercised until the close of
business on May 30, 2000. If any Class C Warrants are not exercised by the
date specified in the
7
<PAGE>
notice, the Class C Warrant will cease to be exercisable and the holder
will be entitled only to the redemption price of $0.01 per warrant.
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
GENERAL
Global Water Technologies, Inc. (the "Company"), primarily through its
wholly owned subsidiary, Psychrometric Systems, Inc., is in the business of
designing, selling, manufacturing and building industrial cooling towers,
repairs and maintenance in the retrofit of existing industrial cooling
towers and cooling tower components for these and similar facilities. The
Company markets its products and services worldwide to the following
industries: electric power utilities; process (such as agricultural,
industrial and pharmaceutical process industries); petrochemical; chemical;
heating, ventilation and air-conditioning ("HVAC"); manufacturing; pulp &
paper and other industries utilizing cooling towers. Typical customers
include companies such as Archer Daniels Midland, Amoco, Mitsubishi, Mobil,
Texaco, Bechtel, Fluor Daniel, Inc. and other large corporations around the
world.
The Company derives revenue from the following principal sources: new
cooling tower sales, retrofits to existing cooling tower construction
repair projects, and spare parts and supplies to existing cooling tower
customers. The Company custom designs and constructs wooden, fiberglass
and concrete towers for its customer base worldwide.
The Company recognizes revenues using the percentage-of-completion
method, based primarily on contract costs incurred to date compared with
total estimated contract costs. Contracts on selected projects where there
are both repair and new tower components are segmented between the two
distinct phases and accordingly, gross margin related to each activity is
recognized as those separate phases are completed using the percentage-of-
completion method, based primarily on contract costs incurred to date
compared with total estimated contract costs. Changes to total estimated
contract costs and to contract revenues via change orders are recognized in
the period in which they are determined. In addition, a provision is made
for the entire amount of future estimated losses, if any, on contracts in
progress in the period in which such losses are determined.
THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THREE MONTHS ENDED MARCH 31, 1999
Total revenues were derived from engineering, construction, retrofits,
spare parts of cooling towers and services from Applied Water Technologies'
water treatment program. For the three month period ended March 31, 2000,
total tower revenue increased 1.5% to $14,245,354 as compared to
$14,028,871 for the three month period ended March 31, 1999. International
revenues comprised 5.6% of total revenues in 2000 versus 1.0% in 1999.
Contracts awarded ("bookings") during the three month period ended
March 31, 2000 decreased 14.2% from 1999. The decrease in bookings awarded
is primarily due to one large contract recorded in the first quarter of
1999 without a similar booking in 2000. Backlog increased from $20,846,108
at December 31, 1999 to $24,678,877 at March 31, 2000.
8
<PAGE>
The Company's cost of sales increased 1.4% from $12,048,974 in 1999 to
$12,217,495 in 2000. As a percentage of revenues, cost of sales decreased
from 85.9% in 1999 to 85.8% in 2000. Due to significant competition, there
can be no assurance that the Company can maintain its profit margins in the
future.
Selling, general and administrative expenses increased 100.4% from
$1,050,410 in 1999 to $2,147,090 in 2000. Total expenses prior to project
allocations, are 9.2% higher than fourth quarter 1999 figures. As a
percentage of revenues, these expenses increased from 7.5% in 1999 to 15.1%
in 2000. Increased personnel resources and related costs due to the
startup of the Company's two new businesses, Applied Water Technologies and
Global Water Services, was approximately $250,000 of the difference between
the two quarters. A reduction in the engineering cost allocations to
projects from 1999 to 2000 accounted for approximately another $450,000 of
the increase. Management believes that current and future investments in
personnel resources will have a favorable impact on the Company and its
future operating results.
Research and development costs decreased to $4,025 in 2000 from $5,730
in 1999. These costs include the research and development facility in Idaho.
Operating income (loss), based on the explanations noted above,
decreased to ($123,256) in 2000 from income of $923,757 in 1999.
Other income and expense primarily consisted of interest expense,
which increased from $88,602 in 1999 to $114,170 in 2000, due to the
Company's various debt financings. Income taxes (benefit) decreased from
a cost of $283,953 with an effective 34.0% tax rate in 1999 to a tax
benefit of ($85,170) with an effective tax rate of 34.0% in 2000.
Net income (loss) available to common stockholders decreased from
$546,201 in the three month period ended March 31, 1999 to a net (loss) of
($170,334) in the similar period in 2000. This amount includes a preferred
stock dividend of $5,000 in both 2000 and 1999. Basic and fully diluted
income (loss) per share was $0.0019 in the three month period ended March 31,
1999 and ($0.0005) in 2000.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 2000, the Company had working capital of $4,774,844
compared to working capital of 1,743,307 at March 31, 1999 and working
capital of $4,940,336 at December 31, 1999. The primary reason for the
increase is the addition of $1.8 million in equity from the exercise of
warrants and options and the reclassification to current debt of notes due
in January of 2001. The Company's cash flow provided by and used in its
operating, investing and financing activities during the first three months
of 2000 and 1999 are as follows:
2000 1999
---- ----
Operating activities $ (1,887,389) $ (1,067,517)
Investing activities (110,486) (45,983)
9
<PAGE>
Financing activities 1,359,424 (135,595)
---------- -----------
Net (decrease) in cash
and cash equivalents $ (638,451) $(1,249,095)
========== ===========
The Company's capital requirements for its continuing operations
consists of its general working capital needs, scheduled payments on its
debt obligations, new business opportunities and capital expenditures.
Management anticipates that due to the growth in sales volume and
contracted advanced payments from projects, the Company's operating
activities will provide a cash increase during the remainder of the year.
Management believes that its current debt facilities and/or possible
capital market funding will be sufficient for its operational cash
investment requirements during the next four quarters.
At March 31, 2000, net costs in excess of billings and estimated
earnings on uncompleted contracts were $12,336,243 as compared to net costs
in excess of billings and estimated earnings on uncompleted contracts of
$3,898,533 at March 31, 1999 and $9,664,104 at December 31, 1999. This net
increase is primarily due to contracted payment terms, project delays and
timing of billings. Management expects this net investment to decrease
over the next two quarters.
Budgeted capital expenditures during the remainder of the year consist
of ongoing amounts for computer equipment, software, vehicles and office
equipment for anticipated growth.
The Company has a line of credit with a commercial lender totaling
$2,300,000 to finance its working capital needs. This is partially secured
by a stockholder's certificates of deposit. As of March 31, 2000,
$1,707,800 was outstanding on this line of credit. A portion of the line
($500,000) matures on June 1, 2000 and the balance matures on January 15,
2001. Management expects that this line of credit will be refinanced into
a long-term obligation when the obligation becomes due. The interest rate
on the note is tiered as follows - 6.69% on the first $770,000 and 9.75% on
the remaining portion. In addition to the interest rate stated, the
Company pays the above noted stockholder additional interest of $8,131 per
month on his certificates of deposit securing the above mentioned Company notes.
The Company also has a line of credit with a commercial lender
totaling $2,000,000 to finance its working capital needs on foreign
projects. This line of credit is guaranteed by the Export Import Bank of
the United States and subjects the Company to certain financial covenants
including minimum net worth requirements. The line of credit bears
interest at prime plus 1% and matures on September 15, 2000. As of March 31,
2000, there was an outstanding balance of $1,415,000 on this line of
credit. Management expects that the line will be renewed when it comes due.
The Company has a term loan secured by the Small Business
Administration with an outstanding balance at March 31, 2000 of $297,228.
Scheduled principal payment on this note is $96,369 over the next twelve
months and interest rates are stated at one percent over prime. The Company
has various term notes secured by Company vehicles. The outstanding
balance on these notes at March 31, 2000 was $63,142 with scheduled
principal payments over the next twelve months of $40,443 with interest
rates ranging from 9.5% to 10.75%.
10
<PAGE>
Management believes that the Company will have sufficient capital
resources to fund its ordinary capital requirements for at least the next
four quarters for continuing operations. No assurance can be made that the
Company will have sufficient working capital to continue its requirements
for continuing operations beyond the next four quarters.
FORWARD LOOKING STATEMENTS
Statements of the Company's or management's intentions, beliefs,
anticipations, expectations and similar expressions concerning future
events contained in this document constitute "forward looking statements"
as defined in the Private Securities Litigation Reform Act of 1995. As
with any future event, there can be no assurance that the events described
in forward looking statements made in this report will occur or that the
results of future events will not vary materially from those described in
the forward looking statements made in this report. Important factors that
could cause the Company's actual performance and operating results to
differ materially from the forward looking statements include, but are not
limited to, changes in the general level of economic activity in the
markets served by the company, competition in the cooling tower industry
and other industries where the Company markets its products and the
introduction of new products by competitors in those industries, delays in
refining the Company's manufacturing and construction techniques, cost
overruns on particular projects, availability of capital sufficient to
support the Company's level of activity and the ability of the Company to
implement its business strategy.
11
<PAGE>
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
During the quarter ended March 31, 2000, the Company received
$1,801,038 from the exercise of outstanding options, warrants and
employee stock options. Subsequent to March 31, 2000, the Company has
received an additional $372,812 from the exercise of outstanding Class
C Warrants. All amounts were used for working capital and for funding
Applied Water Technologies and Global Water Services, the Company's
two new businesses. The exercise of the options and warrants are
deemed exempt from the registration requirements pursuant to Sections
4(2) or 4(6) of the Securities Act of 1933, as amended, and Regulation
D adopted thereunder.
In February 2000, the Company granted options to purchase 6,272,300
shares of Common Stock to employees of the Company pursuant to the
Company's 1998 Stock Option Plan. The options are exercisable at
$0.125 per share. The options were issued in reliance upon the
exemption from registration provided by Section 4(2) of the Securities
Act of 1933, as amended. No broker/dealers were involved in the
issuance and no commissions were paid.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits required by Item 601 of Regulation S-X
are filed herewith:
Exhibit No. Description
----------- -----------
27 Financial Data Schedule
(b) There were no Current Reports on Form 8-K filed during the
quarter ended March 31, 2000.
12
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
GLOBAL WATER TECHNOLOGIES, INC.
Date: May 15, 2000 By: /s/ George A. Kast
------------------------------------
George A. Kast
Chief Executive Officer
and Chairman of the Board
Date: May 15, 2000 By: /s/ Martin Hout
------------------------------------
Martin Hout
Chief Financial Officer
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
GLOBAL WATER TECHNOLOGIES' QUARTERLY REPORT TO STOCKHOLDERS FOR THE
THREE MONTHS ENDED MARCH 31, 2000 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 68,813
<SECURITIES> 0
<RECEIVABLES> 13,461,258
<ALLOWANCES> 149,159
<INVENTORY> 971,700
<CURRENT-ASSETS> 28,067,556
<PP&E> 1,480,446
<DEPRECIATION> 660,766
<TOTAL-ASSETS> 28,966,283
<CURRENT-LIABILITIES> 23,292,712
<BONDS> 241,303
0
250,000
<COMMON> 3,562
<OTHER-SE> 5,123,338
<TOTAL-LIABILITY-AND-EQUITY> 28,966,283
<SALES> 14,245,354
<TOTAL-REVENUES> 14,245,354
<CGS> 12,217,495
<TOTAL-COSTS> 14,368,610
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 114,170
<INCOME-PRETAX> (250,504)
<INCOME-TAX> (85,170)
<INCOME-CONTINUING> (165,334)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (170,334)
<EPS-BASIC> 0.0
<EPS-DILUTED> 0.0
</TABLE>
