<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[x] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended March 31, 1996.
---------------
[ ] 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 0-19075
Jones Programming Partners 1-A, Ltd.
- --------------------------------------------------------------------------------
Exact name of registrant as specified in charter
Colorado #84-1088820
- --------------------------------------------------------------------------------
State of organization I.R.S. employer I.D. #
9697 East Mineral Avenue, P.O. Box 3309, Englewood, Colorado 80155-3309
------------------------------------------------------------------------
Address of principal executive office
(303) 792-3111
-----------------------------
Registrant's telephone number
Indicate by check mark whether the registrant (l) has filed all reports required
to be filed by Section l3 or l5(d) of the Securities Exchange Act of l934 during
the preceding l2 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
------- -------
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JONES PROGRAMMING PARTNERS 1-A, LTD.
------------------------------------
INDEX
-----
Page
Number
------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Unaudited Statements of Financial Position
March 31, 1996 and December 31, 1995 3-4
Unaudited Statements of Operations
Three Months Ended March 31, 1996 and 1995 5
Unaudited Statements of Cash Flows
Three Months Ended March 31, 1996 and 1995 6
Notes to Unaudited Financial Statements
March 31, 1996 7-8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-11
PART II. OTHER INFORMATION 12
2
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JONES PROGRAMMING PARTNERS 1-A, LTD.
------------------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF FINANCIAL POSITION
------------------------------------------
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
---------- ------------
<S> <C> <C>
ASSETS
------
CASH AND CASH EQUIVALENTS $ 378,762 $ 502,435
RECEIVABLES:
Foreign income receivable 351,942 317,319
Domestic income receivable 125,000 140,000
Accounts receivable from affiliates 37,359 36,848
INVESTMENT IN AND ADVANCES FOR FILM PRODUCTION,
net of accumulated amortization of $8,014,347 and $7,952,542
as of March 31, 1996 and December 31, 1995, respectively 872,859 934,664
OTHER ASSETS - 2,273
---------- ----------
Total assets $1,765,922 $1,933,539
========== ==========
</TABLE>
The accompanying notes to the unaudited financial statements
are an integral part of these unaudited financial statements.
3
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JONES PROGRAMMING PARTNERS 1-A, LTD.
------------------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF FINANCIAL POSITION
------------------------------------------
<TABLE>
<CAPTION>
March 31, December 31,
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) 1996 1995
------------------------------------------- ----------- ------------
<S> <C> <C>
LIABILITIES:
Accrued distributions payable to partners $ 160,897 $ 160,897
Accrued liabilities 7,500 6,000
----------- -----------
Total liabilities 168,397 166,897
----------- -----------
PARTNERS' CAPITAL (DEFICIT):
General partner -
Contributed capital 1,000 1,000
Distributions (36,004) (34,395)
Accumulated deficit (2,986) (2,904)
----------- -----------
Total general partner's deficit (37,990) (36,299)
----------- -----------
Limited partners -
Contributed capital, net of offering costs
(12,743 units outstanding as of March 31, 1996
and December 31, 1995) 5,459,327 5,459,327
Distributions (3,564,350) (3,405,062)
Accumulated deficit (259,462) (251,324)
----------- -----------
Total limited partners' capital 1,635,515 1,802,941
----------- -----------
Total partners' capital 1,597,525 1,766,642
----------- -----------
Total liabilities and partners' capital $ 1,765,922 $ 1,933,539
=========== ===========
</TABLE>
The accompanying notes to the unaudited financial statements
are an integral part of these unaudited financial statements.
4
<PAGE>
JONES PROGRAMMING PARTNERS 1-A, LTD.
------------------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF OPERATIONS
----------------------------------
<TABLE>
<CAPTION>
For the Three Months Ended
March 31,
--------------------------
1996 1995
-------- --------
<S> <C> <C>
GROSS REVENUES $ 81,118 $102,244
COSTS AND EXPENSES:
Costs of filmed entertainment 61,805 81,109
Distribution fees and expenses 22,033 24,484
Operating, general and administrative expenses 10,857 11,825
-------- --------
Total costs and expenses 94,695 117,418
-------- --------
OPERATING LOSS (13,577) (15,174)
-------- --------
OTHER INCOME (EXPENSE):
Interest income 5,357 7,708
-------- --------
Other income, net 5,357 7,708
-------- --------
NET LOSS $ (8,220) $ (7,466)
======== ========
ALLOCATION OF NET LOSS:
General Partner $ (82) $ (75)
======== ========
Limited Partners $ (8,138) $ (7,391)
======== ========
NET LOSS PER LIMITED
PARTNERSHIP UNIT $(.64) $(.58)
======== ========
WEIGHTED AVERAGE NUMBER OF
LIMITED PARTNERSHIP UNITS
OUTSTANDING 12,743 12,743
======== ========
</TABLE>
The accompanying notes to the unaudited financial statements
are an integral part of these unaudited financial statements.
5
<PAGE>
JONES PROGRAMMING PARTNERS 1-A, LTD.
------------------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF CASH FLOWS
----------------------------------
<TABLE>
<CAPTION>
For the Three Months Ended
March 31,
--------------------------
1996 1995
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (8,220) $ (7,466)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Amortization of filmed entertainment costs 61,805 81,109
Amortization of discount - (3,843)
Net change in assets and liabilities:
Decrease (increase) in foreign income receivable (34,623) 13,640
Decrease in domestic income receivable 15,000 -
Decrease in other assets 2,273 2,202
Net change in amounts due to/from affiliates (511) 10,033
Increase in accrued liabilities 1,500 2,313
--------- ---------
Net cash provided by operating activities 37,224 97,988
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net decrease in production advances - 1,022
--------- ---------
Net cash provided by investing activities - 1,022
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to partners (160,897) (160,897)
--------- ---------
Net cash used in financing activities (160,897) (160,897)
--------- ---------
DECREASE IN CASH AND CASH EQUIVALENTS (123,673) (61,887)
CASH AND CASH EQUIVALENTS, beginning of period 502,435 668,088
--------- ---------
CASH AND CASH EQUIVALENTS, end of period $ 378,762 $ 606,201
========= =========
</TABLE>
The accompanying notes to the unaudited financial statements
are an integral part of these unaudited financial statements.
6
<PAGE>
JONES PROGRAMMING PARTNERS 1-A, LTD.
------------------------------------
(A Limited Partnership)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
---------------------------------------
(1) BASIS OF PRESENTATION
---------------------
This Form 10-Q is being filed in conformity with the SEC requirements for
unaudited financial statements and does not contain all of the necessary
footnote disclosures required for a fair presentation of the Statements of
Financial Position and Statements of Operations and Cash Flows in
conformity with generally accepted accounting principles. However, in the
opinion of management, this data includes all adjustments, consisting only
of normal recurring accruals, necessary to present fairly the financial
position of Jones Programming Partners 1-A, Ltd. (the "Partnership") as of
March 31, 1996 and December 31, 1995 and its results of operations and its
cash flows for the three month period ended March 31, 1996 and 1995.
Results of operations for these periods are not necessarily indicative of
results to be expected for the full year.
(2) TRANSACTIONS WITH AFFILIATED ENTITIES
-------------------------------------
The General Partner is entitled to reimbursement from the Partnership for
its direct and indirect expenses allocable to the operations of the
Partnership, which shall include, but not be limited to, rent, supplies,
telephone, travel, legal expenses, accounting expenses, preparation and
distribution of reports to investors and salaries of any full or part-time
employees. Although the General Partner is entitled to reimbursement for
all direct and indirect expenses allocable to the Partnership, the
Partnership was charged $6,536 and $1,701 for direct expenses only for the
three month periods ended March 31, 1996 and 1995, respectively.
(3) INVESTMENT IN AND ADVANCES FOR FILM PRODUCTION
----------------------------------------------
"The Little Kidnappers"
---------------------
In January 1990, the General Partner, on behalf of the Partnership, entered
into an agreement with Jones Maple Leaf Productions ("Maple Leaf") to
produce a full-length feature film for television entitled "The Little
Kidnappers." The total film cost was approximately $3,200,000. Of this
amount, the Partnership invested approximately $2,794,000, which included a
production and overhead fee of $300,000 paid to the General Partner. As of
March 31, 1996, the Partnership's net investment in the film, after
consideration of amortization, is $92,400. From inception to March 31,
1996, the Partnership has recognized approximately $2,902,000 of gross
revenue from this film, which includes the initial license fees of
approximately $1,365,000 from The Disney Channel and the Canadian
Broadcasting Corporation, which were used to finance the film's production.
As of March 31, 1996, $113,078 in receivables was outstanding from the
film's distributors and licensees. Of this amount, $100,000 was received by
the Partnership in April 1996, with the remaining $13,078 expected to be
paid during 1996.
"The Story Lady"
--------------
In April 1991, the General Partner, on behalf of the Partnership, entered
into an agreement with NBC Productions, Inc. ("NBC") for the production of
a full-length made-for-television film entitled "The Story Lady." The total
cost of the film was approximately $4,300,000. Of this amount, the
Partnership invested approximately $1,183,000 in return for world-wide
distribution rights to this film, excluding United States and Canadian
broadcast television rights. Included in the total amount invested is a
production and overhead fee of $120,000 paid to the General Partner. As of
March 31, 1996, the Partnership has fully recovered its remaining net
investment in the film. From inception to March 31, 1996, the Partnership
has recognized approximately $1,925,000 of revenue from this film. As of
March 31, 1996, the Partnership had outstanding receivables from the film's
domestic and international distributors and licensees totaling $315,736.
The Partnership anticipates payment of these amounts over the next three to
twenty-four months as collected by distributors.
"Curacao"
-------
In October 1992, the General Partner, on behalf of the Partnership, entered
into an agreement with Showtime Networks, Inc. ("Showtime") for the
production of a full-length made-for-television film entitled "Curacao."
The total cost of the film was approximately $4,410,000. In addition to the
costs of production, the Partnership paid the General Partner $500,000 as a
production and overhead fee for services rendered in connection with
arranging the Showtime pre-sale and supervising production of this picture.
From inception to March 31, 1996, the Partnership has recognized
approximately
7
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$3,963,000 of gross revenue from this film, which includes the initial
license fee and home video advance from Showtime of $2,650,000, which was
used to finance the film's production. As of March 31, 1996, the
Partnership's net investment in the film, after consideration of
amortization, was $780,459. As of March 31, 1996, the Partnership had
outstanding receivables from the film's international distributors totaling
$48,128, which was paid in April 1996.
8
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JONES PROGRAMMING PARTNERS 1-A, LTD.
------------------------------------
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
---------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
FINANCIAL CONDITION
-------------------
Liquidity and Capital Resources
- -------------------------------
The Partnership's principal sources of liquidity are cash on hand and amounts
received from the domestic and international distribution of the Partnership's
programming. The Partnership had $378,762 in cash as of March 31, 1996. It is
not anticipated that the Partnership will invest in any additional programming
projects, but instead will focus on the distribution of its existing projects.
The Partnership had outstanding amounts receivable from unaffiliated
distributors totaling approximately $477,000 as of March 31, 1996. Approximately
$204,000 of this amount will be paid to the Partnership as collected by the
distributors, $125,000 will be paid to the Partnership over the next eleven
months, $48,000 relating to international distribution of "Curacao" was received
in April 1996, and the remaining $100,000, which represents the final payment
under the Disney Channel license agreement for "The Little Kidnappers," was paid
in April 1996.
For the three months ended March 31, 1996, the Partnership declared
distributions to partners totaling $160,897, which will be paid in May 1996.
These distributions are made using cash on hand, interest income and cash
provided by operating activities. Distributions are expected to continue,
although no determination has been made regarding any specific level of
distributions. Distributions reduce the financial flexibility of the
Partnership.
The General Partner believes that the Partnership has, and will continue to
have, sufficient liquidity to fund its operations and to meet its obligations.
Cash flow from operating activities will be generated primarily from the
Partnership's programming projects as follows:
"The Little Kidnappers"
---------------------
During 1990, the Partnership invested approximately $2,794,000 in a film
entitled "The Little Kidnappers." The Partnership advanced funds as production
advances to Maple Leaf to complete the film. In return for such production
advances, the Partnership received all distribution rights in perpetuity in all
markets except Canada. The General Partner, on behalf of the Partnership,
licensed the film to The Disney Channel and Maple Leaf licensed the film to the
Canadian Broadcasting Corporation. Aggregate license fees of approximately
$1,365,000 were received from these licensees. The original Disney Channel
license expired in September 1993. The General Partner has relicensed the film
to The Disney Channel for an additional license period of five years beginning
January 1, 1994 for an additional fee of $300,000. As of March 31, 1996, the
Partnership had received $200,000 from The Disney Channel and received the
remaining $100,000 in April 1996. The Canadian Broadcasting Corporation license
expired in the second quarter of 1994 and was not renewed.
In April 1991, the General Partner, on behalf of the Partnership, entered into a
distribution agreement with an unaffiliated party granting rights to distribute
"The Little Kidnappers" in the non-theatrical domestic markets for a period not
to exceed seven years (non-theatrical markets include 16mm sales and rentals,
in-flight, oil rigs, ships at sea, military installations, libraries,
restaurants, hotels, motels or other institutional or commercial enterprises).
As of March 31, 1996, gross sales made under this arrangement totaled $94,190,
of which $23,548 was retained by the distributor for its fees and the remaining
$70,642 was remitted to the Partnership.
In July 1991, the General Partner, on behalf of the Partnership, entered into an
agreement with an unaffiliated party granting the rights to distribute "The
Little Kidnappers" in the domestic home video market for a period not to exceed
five years. Under this agreement, the Partnership received a minimum guarantee
of $500,000, of which $100,000 was received upon delivery of the film in October
1991. The Partnership discounted the remaining $400,000 at an imputed interest
rate of 8%, which created a discount of $79,157. The Partnership received
$50,000 in October 1992, $75,000 in October 1993, $75,000 in October 1994 and
the remaining $200,000 in October 1995. The Partnership does not expect to
receive any additional proceeds under this agreement.
In the third quarter of 1990, the General Partner, on behalf of the Partnership,
entered into a distribution agreement with an unaffiliated party, granting the
rights to distribute "The Little Kidnappers" in international television and
international home video markets for a period of five years. This agreement
expired in October 1995. The international distribution rights for the film are
now being handled by the General Partner on behalf of the Partnership. The
General Partner will earn a distribution fee equal to
9
<PAGE>
25 percent of gross international sales and will recover its actual distribution
and marketing costs incurred, with remaining net revenues to be paid to the
Partnership. As of March 31, 1996, international gross sales made under the
original distribution agreement totaled $1,139,570, of which $359,165 was
retained by the distributor for its fees and marketing costs and $767,327 was
remitted to the Partnership as of March 31, 1996. The remaining $13,078 will be
paid to the Partnership over the next three to twenty-four months as collected
by the distributor. The Partnership anticipates that it will recover its
remaining net investment in this film of $92,400 from net revenues to be
generated in remaining worldwide television and home video markets by direct
distribution efforts to be made on behalf of the Partnership by the General
Partner.
"The Story Lady"
--------------
In 1991, the General Partner, on behalf on the Partnership, entered into an
agreement with NBC Productions, Inc. ("NBC") for the production of a full-length
made-for-television film entitled "The Story Lady." The total cost of the film
was approximately $4,300,000, and the Partnership invested its share of
approximately $1,183,000 in return for all distribution rights to this film
after the contractual airings on the NBC television network, which have been
completed.
In 1992, the General Partner, on behalf of the Partnership, entered into a
distribution agreement with an unaffiliated party, granting rights to distribute
"The Story Lady" in the non-theatrical domestic markets. As of March 31, 1996,
gross sales made under this arrangement totaled $300,969, of which $75,241 was
retained by the distributor for its fees. The remaining $225,728 has been
received by the Partnership. The General Partner, on behalf of the Partnership,
entered into an agreement with The Disney Channel, granting The Disney Channel
exclusive domestic television rights to the film for one year, from September
1994 until September 1995, for a license fee of $40,000. Of this license fee,
$26,667 was received in July 1994, with the remaining balance of $13,333
received in April 1995. In addition, the film was distributed in the domestic
home video market by the General Partner and a third party consultant beginning
in the second quarter of 1994. As of March 31, 1996, net sale proceeds under
this arrangement totaled $99,312, which were applied towards the General
Partner's recoupment of its total distribution costs as of March 31, 1996. As
the General Partner has fully recovered its remaining distribution costs, any
additional sales, net of fees, will flow to the Partnership.
On behalf of the Partnership, the General Partner has sub-licensed under the NBC
agreement international television and home video distribution rights to a
distribution affiliate of NBC for approximately eight years. As of March 31,
1996, international gross sales totaled $1,347,348, of which $353,783 was
retained by the distributor for its fees and marketing costs, with the remaining
$993,565 due to the Partnership. As of March 31, 1996, the Partnership had
received $802,829 of such amounts. The remaining $190,736 will be paid to the
Partnership over the next three to twenty-four months as collected by the
distributor. In October 1995, the General Partner, on behalf of the Partnership,
entered into a license agreement with an unaffiliated party, granting right to
distribute "The Story Lady" in the domestic home video market through direct,
non-retail sales for a license fee of $200,000. Under the terms of the three
year agreement, the Partnership was entitled to $50,000 upon execution of the
agreement, and $10,000 per month for fifteen consecutive months. Of this license
fee, $50,000 was received by the General Partner in November 1995, of which
$21,341 was retained by the General Partner to be applied towards recoupment of
its remaining distribution costs incurred on behalf of the Partnership for "The
Story Lady." The remaining $28,659 was remitted to the Partnership. As of March
31, 1996, the Partnership had received monthly license fee payments totaling
$25,000. The remaining balance due under the licensing agreement of $125,000
will be paid to the Partnership over the next eleven months. During 1995, the
Partnership recovered its remaining net investment in this film.
"Curacao"
-------
In October 1992, the General Partner, on behalf of the Partnership, entered into
an agreement with Showtime Networks, Inc. ("Showtime") for the production of a
full-length made-for-television film entitled "Curacao." The total cost of the
film was approximately $4,410,000. In addition to the costs of production, the
Partnership paid the General Partner $500,000 as a production and overhead fee
for services rendered in connection with arranging the Showtime pre-sale and
supervising production of this picture.
The Partnership has received license fees and a home video advance totaling
$2,650,000 from Showtime in return for granting Showtime a pay television
license through 1997 and the right to market domestic home video rights for
seven years. Home video revenues in excess of $875,000 will be shared 50/50
between the Partnership and Showtime until Showtime has received $1,875,000
after which the Partnership will receive all of the home video revenues. It is
unlikely that the Partnership will receive any additional revenues beyond the
original Showtime advance from the domestic home video distribution of
"Curacao."
In May 1993, the General Partner, on behalf of the Partnership, entered into a
distribution agreement with an unaffiliated party, granting rights to distribute
"Curacao" in the non-theatrical domestic markets. As of March 31, 1996, gross
sales made under this arrangement totaled $117,358, of which $29,340 was
retained by the distributor for its fees and $88,018 was received by the
Partnership.
10
<PAGE>
The Partnership has contracted with an unaffiliated international sales agent to
market theatrical, home video, and television rights outside the United States
and Canada for a period of five years. The General Partner approved an agreement
negotiated by the international sales agent with an unaffiliated party to market
international theatrical and home video rights for a period of ten years. The
terms of such agreement provide for an advance payment of $950,000 against
international theatrical and home video revenues. The payment has been received
by the Partnership net of distribution fees and expenses retained by the
distributor. No international theatrical or home video overages are expected to
be received for the remaining term of the agreement. International television
sales continue and are remitted to the Partnership, net of distribution fees and
expenses, as collected by the distributor. As of March 31, 1996, the Partnership
had recorded international gross revenues of $1,193,826, of which $343,733 was
retained by the distributor for its fees and marketing costs, with the remaining
$850,093 due to the Partnership. As of March 31, 1996, the Partnership had
received $801,965 of such amounts. The remaining $48,128 was received by the
Partnership in April 1996. The Partnership plans to recover its remaining net
investment in this film of $780,459 from the net revenues generated from
remaining international and domestic television markets.
RESULTS OF OPERATIONS
---------------------
Revenues of the Partnership decreased $21,126, from $102,244 for the three
months ended March 31, 1995 to $81,118 for the three months ended March 31,
1996. This decrease is primarily due to a decrease in international and domestic
sales of "The Story Lady," which were $0 for the three months ended March 31,
1996 as compared to $43,476 for the same period in 1995. This decrease in sales
for "The Story Lady" was partially offset by increases in international and
domestic sales of "The Little Kidnappers" and "Curacao" of $7,822 and $14,528,
respectively, for the three month period ended March 31, 1996 as compared to the
same period in 1995.
Filmed entertainment costs decreased $19,304, from $81,109 for the three months
ended March 31, 1995 to $61,805 for the three months ended March 31, 1996. This
decrease was the result of decreased revenues as discussed above. Filmed
entertainment costs are amortized over the life of the film in the ratio that
current gross revenues bear to anticipated total gross revenues.
Distribution fees and expenses decreased $2,451, from $24,484 for the three
months ended March 31, 1995 to $22,033 for the same period in 1996. This
decrease resulted primarily from the decreased sales of the Partnership's
programming as discussed above as well as changes in the mix of domestic and
international sales of the Partnership's programming. These distribution fees
and expenses relate to the compensation due and costs incurred by distributors
in selling the Partnership's programming in the domestic and international
markets. The timing and amount of distribution fees and expenses vary depending
upon the individual market in which programming is distributed.
Interest income decreased $2,351, from $7,708 for the three months ended March
31, 1995 to $5,357 for the three months ended March 31, 1996. This decrease in
interest income was the result of lower average levels of invested cash balances
existing during the first three months of 1996 as compared to the same period in
1995.
11
<PAGE>
Part II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
a) Exhibits
27) Financial Data Schedule
b) Reports on Form 8-K
None
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
JONES PROGRAMMING PARTNERS 1-A, LTD.
BY: JONES ENTERTAINMENT GROUP, LTD.
General Partner
By: /s/ Jay B. Lewis
----------------------------------
Jay B. Lewis
Principal Financial and Accounting Officer
Dated: May 14, 1996
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 378,762
<SECURITIES> 0
<RECEIVABLES> 514,301
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,765,922
<CURRENT-LIABILITIES> 168,397
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 1,597,525
<TOTAL-LIABILITY-AND-EQUITY> 1,765,922
<SALES> 0
<TOTAL-REVENUES> 81,118
<CGS> 0
<TOTAL-COSTS> 94,695
<OTHER-EXPENSES> (5,357)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (8,220)
<INCOME-TAX> 0
<INCOME-CONTINUING> (8,220)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8,220)
<EPS-PRIMARY> (.64)
<EPS-DILUTED> (.64)
</TABLE>
