<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(MARK ONE)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from
Commission File Number: 33-39231
--------
Soulfood Concepts, Inc.
- --------------------------------------------------------------------------------
(Exact Name of Small Business Issuer as Specified in its Charter)
Delaware 13-3585743
- --------------------------------------------------------------------------------
(State of Incorporation) (IRS Employer Identification No.)
630 Ninth Avenue, New York, New York 10036
- --------------------------------------------------------------------------------
(Address if Principal Executive Offices) (Zip Code)
Issuer's telephone number, including area code: (212) 262-6247
--------------
- --------------------------------------------------------------------------------
(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 Securities Exchange Act of 1934 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_____ No __X__
The number of shares outstanding of the issuer's only class of common stock, par
value $.003 per share, as of August 11, 1997 was 3,373,172 shares.
<PAGE>
SOULFOOD CONCEPTS, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET - ASSETS (UNAUDITED)
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
---------- ----------
ASSETS
<S> <C> <C>
CURRENT ASSETS
Cash and Cash Equivalents $ 601,308 $ 80,751
Accounts Receivable 79,620 45,293
Inventory 45,523 30,489
Prepaid Expenses 34,616 22,422
Escrow Advance - 33,500
Loans & Exchange 2,156 15,968
---------- ----------
Total Current Assets 763,223 228,423
Property and Equipment, Net of Accumulated
Depreciation of $293,242 and $215,037, respectively 768,246 262,032
Intangible Assets, Net of Accumulated Amortization
of $469,188 and $387,405, respectively 168,008 36,735
Security Deposits 52,407 49,357
Deferred Taxes - -
---------- ----------
TOTAL ASSETS $1,751,883 $ 576,547
========== ==========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
- 1 -
<PAGE>
SOULFOOD CONCEPTS, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET - LIABILITIES AND
STOCKHOLDERS' EQUITY (UNAUDITED)
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
----------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
CURRENT LIABILITIES
Cash Overdraft $ - $ 3,851
Current Portion of Long-Term Debt 22,957 10,956
Accounts Payable & Accrued Expenses 359,226 257,709
Obligation Under Capital Lease 6,184 5,533
----------- -----------
Total Current Liabilities 388,367 278,049
Long-Term Debt (Notes 5 & 7) 944,791 171,199
----------- -----------
TOTAL LIABILITIES 1,333,158 449,248
----------- -----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred Stock, par value $.003; Authorized
500,000 shares; issued and outstanding
125,000 shares 375 375
Common Stock, par value $.003; Authorized
14,500,000 shares; issued and outstanding
3,439,816 shares 10,320 9,420
Additional Paid-in Capital 984,749 765,649
Partners'Capital 41,344 (18,356)
Accumulated Deficit (618,063) (629,789)
----------- -----------
Total Stockholders' Equity 418,725 127,299
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,751,883 $ 576,547
=========== ===========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
- 2 -
<PAGE>
SOULFOOD CONCEPTS, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended Three Months Ended
June 30, June 30,
---------------------------- ----------------------------
1997 1996 1997 1996
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
SALES $ 2,572,970 $ 1,719,958 $ 1,564,538 $ 907,673
COST OF SALES 722,396 467,007 456,886 243,356
----------- ----------- ----------- -----------
GROSS PROFIT 1,850,574 1,252,951 1,107,652 664,317
----------- ----------- ----------- -----------
Operating Expenses 1,570,386 1,132,093 930,016 564,937
Interest Expense 43,704 27,418 28,709 24,042
----------- ----------- ----------- -----------
1,614,090 1,159,511 958,725 588,979
----------- ----------- ----------- -----------
Income Before Depreciation, Amortization,
Other Income (Expenses) and Provision
for Income Taxes 236,484 93,440 148,927 75,338
Depreciation & Amortization (85,375) (39,401) (49,683) (19,672)
Interest Income 301 983 113 983
Pre-Opening Expenses (74,612) - (40,627) -
----------- ----------- ----------- -----------
INCOME BEFORE PROVISION FOR
INCOME TAXES 76,798 55,022 58,730 56,649
PROVISION FOR INCOME TAXES 5,372 2,752 4,752 2,752
----------- ----------- ----------- -----------
NET INCOME $ 71,426 $ 52,270 $ 53,978 $ 53,897
=========== =========== =========== ===========
EARNINGS PER SHARE:
Primary $ .01 $ .01 $ .01 $ .01
=========== =========== =========== ===========
Fully Diluted $ .01 $ .01 $ .01 $ .01
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
- 3 -
<PAGE>
SOULFOOD CONCEPTS, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY (UNAUDITED)
<TABLE>
<CAPTION>
Preferred Stock Common Stock Additional Total
-------------------- --------------------- Paid-in Partners' Accumulated Stockholders'
Shares Amount Shares Amount Capital Capital Deficit Equity (Deficit)
--------- --------- --------- --------- --------- --------- --------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance - December 31, 1994 -- $ -- 5,468,753 $ 5,469 $ 14,837 $ (69,273) $(363,087) $(412,054)
Distributions -- -- -- -- -- (812) -- (812)
Net Income (Loss) -- -- -- -- -- 17,615 (279,678) (262,063)
--------- --------- --------- --------- --------- --------- --------- ---------
Balance - December 31, 1995 -- -- 5,468,753 5,469 14,837 (52,470) (642,765) (674,929)
Issuance of Common Stock in
Conversion of Stockholder Loan -- -- 2,750,690 2,751 547,387 -- -- 550,138
Reverse 1 for 3 Stock Split -- -- (5,479,627) -- -- -- -- --
Issuance of Common Stock in
Conversion of Stockholder Loan -- -- 400,000 1,200 78,800 -- -- 80,000
Issuance of Preferred Stock in
Conversion of Stockholder Loan 125,000 375 -- -- 124,625 -- -- 125,000
Distributions -- -- -- -- -- (16,880) -- (16,880)
Net Income -- -- -- -- -- 50,994 12,976 63,970
--------- --------- --------- --------- --------- --------- --------- ---------
Balance - December 31, 1996 125,000 375 3,139,816 9,420 765,649 (18,356) (629,789) 127,299
Issuance of Common Stock -- -- 300,000 900 219,100 -- -- 220,000
Net Income -- -- -- -- -- 59,700 11,726 71,426
--------- --------- --------- --------- --------- --------- --------- ---------
Balance - June 30, 1997 125,000 $ 375 3,439,816 $ 10,320 $ 984,749 $ 41,344 $(618,063) $ 418,725
========= ========= ========= ========= ========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
- 4 -
<PAGE>
SOULFOOD CONCEPTS, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
-----------------------------
1997 1996
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 71,426 $ 52,270
Adjustments to Reconcile Net Income (Loss)
to Net Cash Provided by Operating Activities:
Depreciation and Amortization 85,375 39,401
(Increase) Decrease In:
Accounts Receivable (34,327) 690
Prepaid Expenses (12,194) (5,141)
Inventory (15,034) (1,131)
Escrow Advance 33,500 --
Loans and Exchange 13,812 3,564
Security Deposits (3,050) 800
Other Assets (138,442) --
(Decrease) Increase In:
Accounts Payable & Accrued Expenses 101,517 (76,918)
----------- -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 102,583 13,535
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Property and Equipment (584,419) (24,653)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in Debt 797,429 91,130
Repayment of Debt (10,287) (9,600)
Increase in Additional Paid-in Capital 219,100 --
Partner Distributions -- (8,148)
----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 1,006,242 73,382
----------- -----------
Net Increase in Cash During the Period 524,406 62,264
Cash - January 1, 76,902 9,351
----------- -----------
Cash - June 30, $ 601,308 $ 71,615
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash Paid During the Period:
Interest $ 5,416 $ 2,894
=========== ===========
Taxes $ 4,595 $ 1,408
=========== ===========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
- 5 -
<PAGE>
SOULFOOD CONCEPTS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
a. Basis of Presentation
The accompanying financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and
Regulation S-B. 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
management, all adjustments (consisting only of normal recurring
adjustments) considered necessary for a fair presentation have been
included.
For further information refer to the financial statements and
footnotes included in the Company's report for the year ended
December 31, 1996.
The results of Operations for any interim period are not necessarily
indicative of the results to be expected for the year ended December
31, 1997.
The accompanying consolidated financial statements include the
accounts of Soulfood Concepts, Inc. ("The Company"), a holding
company organized under the laws of the state of Delaware during
October, 1984 and its subsidiaries:
1) Shark Restuarant Corp., ("SRC") incorporated under the laws of
the State of New York on June 7, 1990 (owned 100% by the
Company);
2) Shark Catering Corp., ("SCC"), incorporated under the laws of
the State of New York on May 14, 1992 (owned 100% by the
Company); currently inactive.
3) 7 West Corp. ("7 West"), incorporated under the laws of the
State of New York on February 1, 1994 (owned 100% by the
Company);
4) Avenue A Restuarnat Associates, L.P. ("Avenue A"), organized as
a limited partnership pursuant to a limited partnership
agreement dated September 1994 (owned 62% by 7 West);
5) Affair Restaurant, Inc. ("Shark Bar Chicago"), purchased on
January 10, 1997 from Affair, L.P. (See Note 5), (owned 100% by
the Company); and
6) TWS Restaurant, Corp. ("TWS"), incorporated under the laws of
the State of New York on May 1, 1995 (owned 100% by the
Company); currently inactive.
All significant intercompany accounts and transactions have been
eliminated in consolidation.
- 6 -
<PAGE>
SOULFOOD CONCEPTS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (cont'd)
b. Earnings Per Share
------------------
The computation of primary earnings per share is based on the
weighted average number of outstanding common shares during the
period. Fully diluted earnings per share additionally assumes the
conversion of outstanding Preferred Stock.
NOTE 2 - INVENTORY
Inventory consisted of the following at:
June 30, December 31,
1997 1996
---------- ----------
Food $ 8,367 $ 6,459
Beverage 36,447 23,611
---------- ----------
44,814 30,070
Other Merchandise 710 419
---------- ----------
$ 45,524 $ 30,489
========== ==========
NOTE 3 - PROPERTY AND EQUIPMENT
Property and Equipment consisted of the following:
Accumulated Net Book
Cost Depreciation Value
---------- ------------ ----------
June 30, 1997
-------------
Furniture, Fixtures
& Equipment $ 677,519 $ 229,887 $ 447,632
Leasehold Improvement 383,969 63,355 320,614
---------- ---------- ----------
$1,061,488 $ 293,242 $ 768,246
========== ========== ==========
December 31, 1996
-----------------
Furniture, Fixtures
& Equipment $ 370,100 $ 170,293 $ 199,807
Leasehold Improvement 106,969 44,744 62,225
---------- ---------- ----------
$ 477,069 $ 215,037 $ 262,032
========== ========== ==========
Depreciation and amortization expense of property and equipment for
the six months ended June 30, 1997 was $78,205.
- 7 -
<PAGE>
SOULFOOD CONCEPTS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 - INTANGIBLE ASSETS
Intangible Assets consisted of the following:
Accumulated Net Book
Cost Amortization Value
---------- ------------ ----------
June 30, 1997
-------------
Organization Cost $ 54,890 $ 26,076 $ 28,814
Cost of Leasehold 410,000 348,500 61,500
Restrictive Covenant 10,000 10,000 --
Goodwill 10,000 10,000 --
Prepaid Opening Costs 152,305 74,612 77,693
-------- -------- --------
$637,195 $469,188 $168,007
======== ======== ========
December 31, 1996
-----------------
Organization Cost $ 24,140 $ 23,120 $ 1,020
Cost of Leasehold 380,000 344,285 35,715
Restrictive Covenant 10,000 10,000 --
Goodwill 10,000 10,000 --
-------- -------- --------
$424,140 $387,405 $ 36,735
======== ======== ========
- 8 -
<PAGE>
SOULFOOD CONCEPTS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 - LONG-TERM DEBT
Long-term debt consists of the following:
June 31, December 31,
1997 1996
------- ------------
Working capital loan from Citibank,
bearing interest at 11.5% per annum on
the outstanding balance, payable in
monthly installments of $913 principal
only with interest accrued, maturing in
January, 1999. $ 20,785 $ 22,826
The Company has also arranged a financing
loan with Citibank for the lease of
equipment with a monthly payment of $1,294 43,901 -
Bridge Loan advances from officer of the
Company. It is intended that these advances
will be repaid or exchanged for preferred
stock. Interest has been accrued on these
advances at 10% per annum. 373,086 73,169
Partner loans to Avenue A Restaurant
Associates, L.P. being repaid on a
quarterly basis. Interest is also being
paid on a quarterly basis at 10% per
annum to the limited partners and any
unpaid amounts have been accrued. 86,160 86,160
The Company received a $100,000 note in
February 1997, payable at 10% per annum
due February 4, 1999. Interest is due
semi-annually. 100,000 -
The Company also received a $350,000
convertible debenture in May 1997 from
the Aton Fund investment group payable
at 10% per annum due May 21, 1999.
Interest is due semi-annually. Conversion
to stock is at 70% of price of major
financing. 350,000 -
---------- ----------
Total 973,932 182,155
Less: Current Portion 29,141 10,956
---------- ----------
Long-Term Debt $ 944,791 $ 171,199
========== ==========
- 9 -
<PAGE>
SOULFOOD CONCEPTS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 - INCOME TAXES
The provision for income taxes is summarized as follows:
June 30, June 30,
1997 1996
------- -------
Federal Income Tax $ - $ -
State and Local 5,372 2,752
------- -------
5,372 2,752
Tax Benefit of Net Operating Loss
Carryfowards - -
------- -------
Provision for Income Taxes $ 5,372 $ 2,752
======= =======
The Company has net carryforward losses substantially in excess of
their profits. Because of the uncertainty of future profits, a
valuation allowance has been established equal to the tax benefit of
the loss carryforwards.
The loss carryforwards expire as follows:
December 31,
2007 $ 4,419
2008 26,900
2009 218,652
2010 120,030
----------
$ 370,001
==========
NOTE 7 - COMMITMENTS AND CONTINGENCIES
The Company or its subsidiaries is obligated under several rental
agreements.
1. Shark Bar Restaurant space expires 1999. Annual rent of $82,800 with
no scheduled increases.
2. Shark Bar Restaurant extension expires 1999. Annual rent of $29,800
increasing to $36,200 by expiration.
3. Office space expiring August 1998 with an annual rent of $31,800
increasing to $32,400 by expiration.
4. Mekka Restaurant space expires December, 2002 with an annual rent of
$44,128 increasing to $53,628 by expiration. There is an option to
extend the lease five years for a $20,000 fee. This agreement
includes an additional rental of 1% of sales monthly to be paid
monthly.
5. Shark Bar Chicago space expires July 31, 1999 with an annual base
rent of $48,000. Rent is fixed at $8,000 after May 1997 until
July 1998 when it becomes $9,000 until July 31, 1999. There are two
5-year option periods without cost of living adjustments.
- 10 -
<PAGE>
SOULFOOD CONCEPTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of certain significant
factors which have affected the Company's financial position and operating
results during the periods included in the accompanying consolidated financial
statements and information relating to a new restaurant that opened on March 22,
1997.
Results of Operations for Six Months Ended June 30, 1997 and 1996, and Three
- ----------------------------------------------------------------------------
Months Ended June 30, 1997 and 1996
- -----------------------------------
Sales for the six months ended June 30, 1997 increased by approximately 33% to
$2,572,970 from sales of $1,719,958 during the six months ended June 30, 1996.
The principal reasons for the increase were higher sales level at two existing
locations from the prior year, as well as, the new location contributing
$650,658 to the sales level. Sales for the three months ended June 30, 1997 of
$1,564,538 were approximately 42% more than sales for the three months ended
June 30, 1996 of $907,673. On site operating profits increased at Shark
Bar New York by 8.9% and 4.6% at Mekka compared to the six months ended
June 30, 1996. Cost of sales increased to 28.08% during 1997 from
27.15% during 1996. The increase was due largely in part to the new restaurant
being restructured.
Income before depreciation, amortization, other income (expenses) and provision
for income taxes increased to $236,484 from $93,440 in the previous year. This
increase is due to higher sales and lower operating expenses as a percentage of
sales. Overall expenses increased $454,579 from the previous period mainly due
to the opening of the new location.
Liquidity and Capital Resources and Subsequent Acquisitions
- -----------------------------------------------------------
Cash at June 30, 1997 was $601,308 which substantially increased from $80,751 at
December 31, 1996 due to funds being raised for a new restaurant in the Los
Angeles area slated for a September 1997 opening. Assets increased by $1,175,336
to $1,751,883 mainly due to the acquisition of a new restaurant location and the
raising of additional funds for the Los Angeles restaurant. Total liabilities
increased by $883,910 to $1,333,158 in part due to loans raised in acquiring new
restaurant.
In furtherance of the Company's nationwide expansion strategy, the
Company has purchased a 5,000 sq. ft. location at 826 N. La Cienega Blvd.
for $375,000. This new Shark Bar Restaurant which will open in September
1997, will have 140 seats inside and a 50 seat outdoor patio. To
finance this expansion the Company has raised approximately $450,000 through
loans made by a private investment group and the issuance of common stock and
warrants to private investors.
The Company believes that its cash flow from operations will provide adequate
resources to meet its capital requirements and operational needs for the
foreseeable future.
- 11 -
<PAGE>
PART II. OTHER INFORMATION
ITEM 5 - OTHER INFORMATION
During the fiscal year 1997, the Company has entered into the
following transactions involving the issuance of securities:
1. On January 17, 1997, the Company issued 100,000 shares of the
Company's common stock ("Common Stock") to a private investor in
exchange for $20,000.
2. Pursuant to the terms of a Stock Purchase Agreement dated February 4,
1997, among other things, the Company issued 100,000 unregistered
shares of Common Stock and a Warrant to purchase an additional 20,000
of common stock at an exercise price of $1.00 to a private investor,
with registration rights relating thereto.
3. Pursuant to the terms of a Note Purchase Agreement dated May 21,
1997, the Company received $350,000 in exchange for the Company's 10%
Convertible Secured Notes (the "Notes") in the aggregate principal
amount of $350,000 and warrants at an exercise price of $1.00. The
Notes are convertible into the number of fully-paid shares of Common
Stock as shall be equal to the aggregate principal amount of the
Notes, and interest accrued thereon, divided by $1.00. The shares of
Common Stock underlying the Notes and the warrants are subject to
registration rights.
4. Pursuant to the terms of a Stock Purchase Agreement dated June 6,
1997, among other things, the Company issued 100,000 unregistered
shares of Common Stock and a warrant to purchase an additional 10,000
shares of Common Stock at an exercise price of $1.00 to a private
investor, with registration rights relating thereto.
5. Pursuant to the terms of an Engagement Letter dated (February 5,
1997) between the Company and Commonwealth Associates ("CA"), whereby
CA was engaged to render corporate finance and other financial
service matters, the Company granted to CA warrants to purchase
188,000 shares of Common Stock at an exercise price of $.01 per
share.
6. The Avenue A Restaurant Associates partners have options to purchase
1 share of the Company's Common Stock at $6.00 per share for each
$2.00 invested.
- 12 -
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
SOULFOOD CONCEPTS, INC.
Date: August 14, 1997 By: /s/ Brian Hinchcliffe
------------------------ ---------------------
Brian Hinchcliffe,
President
Date: August 14, 1997 By: /s/ Kevin Starkes
------------------------ ---------------------
Kevin Starkes
Vice President and Treasurer
(Principal Financial Officer)
- 13 -
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 601,308
<SECURITIES> 0
<RECEIVABLES> 79,620
<ALLOWANCES> 0
<INVENTORY> 45,523
<CURRENT-ASSETS> 763,223
<PP&E> 34,616
<DEPRECIATION> 293,242
<TOTAL-ASSETS> 1,751,883
<CURRENT-LIABILITIES> 388,367
<BONDS> 0
0
375
<COMMON> 10,320
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 1,751,883
<SALES> 1,564,538
<TOTAL-REVENUES> 0
<CGS> 456,886
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 930,016
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 28,709
<INCOME-PRETAX> 58,730
<INCOME-TAX> 4,752
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 53,978
<EPS-PRIMARY> 0.000
<EPS-DILUTED> 0.000
</TABLE>
