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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
AMENDMENT III
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from...............to...............
Commission file number 33-34348-01
ENEX OIL & GAS INCOME PROGRAM V - Series 2, L.P.
(Name of small business issuer in its charter)
New Jersey 76-0303857
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
800 Rockmead Drive
Three Kingwood Place
Kingwood, Texas 77339
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (713) 358-8401
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Limited Partnership Interest
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
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.[x]
State issuer's revenues for its most recent fiscal year. $155,386
State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock as of a specified date within
the past 60 days (See definition of affiliate in Rule 12b-2 of the Exchange
Act):
Not Applicable
Documents Incorporated By Reference:
None
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<PAGE>
PART II
Item 5. Market for Common Equity and Related Security Holder Matters
Market Information
There is no established public trading market for the Company's
outstanding limited partnership interests.
Number of Equity Security Holders
Number of Record Holders
Title of Class (as of March 1, 1996)
----------------- --------------------------------
General Partner's Interests 1
Limited Partnership Interests 570
Dividends
The Company made cash distributions to partners of $5 and $25 per $500
investment in 1995 and 1994, respectively. The Company suspended the payment of
distributions in the fourth quarter of 1995. The payment of future distributions
will depend on the Company's earnings, financial condition, working capital
requirements and other factors. Based upon current projected cash flow from the
properties, it is anticipated that the Company will make periodic distributions
as cash becomes available.
II-1
<PAGE>
Item 6. Management's Discussion and Analysis or Plan of Operation
Results of Operations
This discussion should be read in conjunction with the financial
statements of the Company and the notes thereto included in this Form 10-KSB.
Oil and gas sales in 1995 were $155,386 as compared with $183,675 in
1994. This represents a decrease of $28,289 or 15%. Oil sales decreased by
$3,719 or 4%. An 11% decline in oil production decreased sales by $11,292. This
decrease was partially offset by an 8% increase in the average oil sales price.
Gas sales decreased by $24,570 or 30%. A 15% decline in gas production decreased
sales by $12,407. A 17% decrease in the average gas sales price reduced sales by
an additional $12,163. The declines in production were primarily the result of
natural production declines. The changes in average prices correspond with
changes in the overall market for the sale of oil and gas.
Lease operating expenses were $62,660 in 1995 as compared with
$78,582 in 1994. The decrease of $15,922 or 20% was due to workover expenses
incurred on the FEC acquisition in 1994, coupled with the declines in
production, noted above.
Depreciation and depletion expense was $115,808 in 1995 as compared
with $138,904 in 1994. This represents a decrease of $23,096 or 17%. The
declines in production, noted above, reduced depreciation and depletion expense
by $18,443. A 4% decrease in the depletion rate reduced depreciation and
depletion expense by an additional $4,653. The rate decrease was primarily due
to the lower property basis resulting from the recognition of a $170,590
impairment in December 1994, coupled with an upward revision of the oil and gas
reserves during 1995.
Due to reserve revisions and lower prices, the Company recorded an
impairment of property for $170,590, in 1994, which represented the excess of
the net capitalized costs over the undiscounted future net revenues of the
reserves.
General and administrative expenses were $33,629 in 1995 as compared
with $46,124 in 1994. The decrease of $12,495 or 27% was primarily due to less
staff time being required to manage the Company's operations in 1995, coupled a
$1,503 decrease in direct expenses incurred by the Company in 1995. The lower
direct expenses were primarily due to lower audit and tax preparation fees in
1995.
Capital Resources and Liquidity
The Company's cash flow from operations is a direct result of the
amount of net proceeds realized from the sale of oil and gas production.
Accordingly, the changes in cash flow from 1994 to 1995 are due to the changes
in oil and gas sales described above. It is the general partner's intention to
distribute substantially all of the Company's available net cash flow provided
by operating, financing and investing activities to the Company's partners.
The Company temporarily suspended distributions in the second
quarter of 1995. Distributions decreased from 1995 to 1994 due to lower revenues
in 1995, as noted above. Future distributions are dependent upon, among other
things, the sales price received for oil and gas. The Company will continue to
recover its reserves and distribute to the partners the net proceeds realized
from the sale of oil and gas production after payment of debt. The Company plans
to repay the amounts owed to the general partner over a four year period. Based
upon current projected cash flow from the properties, it is anticipated that the
Company will make periodic distributions as cash becomes available.
At December 31, 1995, the Company had no material commitments for
capital expenditures. The Company does not intend to engage in any significant
developmental drilling activity.
II-2
<PAGE>
Item 7. Financial Statements and Supplementary Data
INDEPENDENT AUDITORS' REPORT
The Partners
Enex Oil & Gas Income
Program V - Series 2, L.P.:
We have audited the accompanying balance sheet of Enex Oil & Gas Income Program
V - Series 2, L.P. (a New Jersey limited partnership) as of December 31, 1995
and the related statements of operations, changes in partners' capital, and cash
flows for each of the two years in the period ended December 31, 1995. These
financial statements are the responsibility of the general partner of Enex Oil &
Gas Income Program V- Series 2, L.P. Our responsibility is to express an opinion
on the financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of Enex Oil & Gas Income Program V - Series 2,
L.P. at December 31, 1995 and the results of its operations and its cash flows
for each of the two years in the period ended December 31, 1995 in conformity
with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
Houston, Texas
March 18, 1996
II-3
<PAGE>
<TABLE>
<CAPTION>
ENEX OIL & GAS INCOME PROGRAM V - SERIES 2, L.P.
BALANCE SHEET, DECEMBER 31, 1995
- ------------------------------------------------------------------------------
ASSETS
1995
--------------
CURRENT ASSETS:
<S> <C>
Cash $ 5,817
Accounts receivable - oil & gas sales 19,062
Other current assets 1,793
--------------
Total current assets 26,672
--------------
OIL & GAS PROPERTIES
(Successful efforts accounting method) - Proved
mineral interests and related equipment & facilities 1,357,215
Less accumulated depreciation and depletion 1,028,558
--------------
Property, net 328,657
--------------
TOTAL $ 355,329
==============
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ 11,176
Payable to general partner 98,799
--------------
Total current liabilities 109,975
--------------
PARTNERS' CAPITAL (DEFICIT):
Limited partners 241,559
General partner 3,795
--------------
Total partners' capital 245,354
--------------
TOTAL $ 355,329
==============
Number of $500 Limited Partner units outstanding 2,972
</TABLE>
See accompanying notes to financial statements.
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II-4
<PAGE>
ENEX OIL & GAS INCOME PROGRAM V - SERIES 2, L.P.
STATEMENTS OF OPERATIONS
FOR THE TWO YEARS ENDED DECEMBER 31, 1995
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<TABLE>
<CAPTION>
1995 1994
------------------- -------------------
REVENUES:
<S> <C> <C>
Oil and gas sales $ 155,386 $ 183,675
------------------- -------------------
EXPENSES:
Depreciation, depletion and amortization 125,716 150,793
Impairment of property - 170,590
Lease operating expenses 62,660 78,582
Production taxes 8,968 11,480
General and administrative:
Allocated from general partner 29,114 40,106
Direct expense 4,515 6,018
------------------- -------------------
Total expenses 230,973 457,569
------------------- -------------------
NET LOSS $ (75,587) $ (273,894)
=================== ===================
</TABLE>
See accompanying notes to financial statements.
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II-5
<PAGE>
ENEX OIL & GAS INCOME PROGRAM V - SERIES 2, L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
FOR THE TWO YEARS ENDED DECEMBER 31, 1995
- --------------------------------------------------------
<TABLE>
<CAPTION>
PER $500
LIMITED
PARTNER
GENERAL LIMITED UNIT OUT-
TOTAL PARTNER PARTNERS STANDING
------------------ ---------------- ------------------ -------------------
<S> <C> <C> <C> <C>
BALANCE, JANUARY 1, 1994 $ 692,612 $ 1,762 $ 690,850 $ 232
CASH DISTRIBUTIONS (80,743) (6,664) (74,079) (25)
NET INCOME (LOSS) (273,894) 4,748 (278,642) (93)
------------------ ---------------- ------------------ -------------------
BALANCE, DECEMBER 31, 1994 337,975 (154) 338,129 114
CASH DISTRIBUTIONS (17,034) (1,064) (15,970) (5)
NET INCOME (LOSS) (75,587) 5,013 (80,600) (27)
------------------ ---------------- ------------------ -------------------
BALANCE, DECEMBER 31, 1995 $ 245,354 $ 3,795 $ 241,559 (1) $ 82
================== ================ ================== ===================
</TABLE>
(1) Includes 155 units purchased by the general partner as a limited partner.
See accompanying notes to financial statements.
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II-6
<PAGE>
ENEX OIL AND GAS INCOME PROGRAM V - SERIES 2, L.P.
STATEMENTS OF CASH FLOWS
FOR THE TWO YEARS ENDED DECEMBER 31, 1995
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<TABLE>
<CAPTION>
1995 1994
------------------- --------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net loss $ (75,587) $ (273,894)
------------------- --------------------
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation, depletion and amortization 125,716 150,793
Impairment of property - 170,590
(Increase) decrease in:
Accounts receivable - oil & gas sales (2,140) 2,652
Other current assets 112 1,043
Increase (decrease) in:
Accounts payable (3,493) (3,464)
Payable to general partner (22,113) 34,110
------------------- --------------------
Total adjustments 98,082 355,724
------------------- --------------------
Net cash provided by operating activities 22,495 81,830
------------------- --------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions - development costs (13,881) (4,885)
------------------- --------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions (17,034) (80,743)
------------------- --------------------
NET DECREASE IN CASH (8,420) (3,798)
CASH AT BEGINNING OF YEAR 14,237 18,035
------------------- --------------------
CASH AT END OF YEAR $ 5,817 $ 14,237
=================== ====================
</TABLE>
See accompanying notes to financial statements.
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II-7
<PAGE>
ENEX OIL & GAS INCOME PROGRAM V - SERIES 2, L.P.
NOTES TO FINANCIAL STATEMENTS
FOR THE TWO YEARS ENDED DECEMBER 31, 1995
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1. PARTNERSHIP ORGANIZATION
Enex Oil & Gas Income Program V-Series 2, L.P. (the "Company"), a
New Jersey limited partnership, commenced operations on November
27, 1990, for the purpose of acquiring proved oil and gas
properties. Total limited partner contributions were $1,486,190, of
which $14,862 was contributed by Enex Resources Corporation
("Enex"), the general partner.
In accordance with the partnership agreement, the Company paid
commissions of $134,790 for solicited subscriptions to Enex
Securities Corporation, a subsidiary of Enex, and reimbursed Enex
for organization expenses of approximately $59,000.
Information relating to the allocation of costs and revenues
between Enex, as general partner, and the limited partners is as
follows:
Limited
Enex Partners
Commissions and selling expenses 100%
Company reimbursement of organization
expense 100%
Company property acquisition 100%
General and administrative costs 10% 90%
Costs of drilling and completing
development wells 10% 90%
Revenues from temporary investment of
partnership capital 100%
Revenues from producing properties 10% 90%
Operating costs (including general and
administrative costs associated with
operating producing properties) 10% 90%
At the point in time when the cash distributions to the limited
partners equal their subscriptions ("payout"), the costs of
drilling and completing development wells, revenues from producing
properties, general and administrative costs and operating costs
will be allocated 15% to the general partner and 85% to the limited
partners.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Oil and Gas Properties - The Company uses the successful efforts
method of accounting for its oil and gas operations. Under this
method, the costs of all development wells are capitalized.
Capitalized costs are amortized on the units-of-production method
based on estimated total proved reserves. The acquisition costs of
improved oil and gas properties are capitalized and periodically
assessed for impairment.
II-8
<PAGE>
The Financial Accounting Standards Board has issued Statement of
Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long Lived Assets and for Long-Lived Assets to Be
Disposed Of." This statement requires that long-lived assets and
certain identifiable intangibles held and used by the Company be
reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be
recoverable.
The Company has not determined the effect, if any, on its financial
position or results of operations which may result from the
adoption of this statement in the first quarter of 1996.
The Company's operating interests in oil and gas properties are
recorded using the pro rata consolidation method pursuant to
Interpretation 2 of Accounting Principles Board Opinion 18.
Organization Costs - Organization costs are being amortized on a
straight-line basis over a five-year period.
Cash Flows - The Company has presented its cash flows using the
indirect method and considers all highly liquid investments with an
original maturity of three months or less to be cash equivalents.
General and Administrative Expenses - The Company reimburses the
General Partner for direct costs and administrative costs incurred
on its behalf. Administrative costs allocated to the Company are
computed on a cost basis in accordance with standard industry
practices by allocating the time spent by the General Partner's
personnel among all projects and by allocating rent and other
overhead on the basis of the relative direct time charges.
Uses of Estimates - The preparation of the financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of
contigent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during
the reporting periods. Actual results could differ from these
estimates.
3. FEDERAL INCOME TAXES
General - The Company is not a taxable entity for federal income
tax purposes. Such taxes are liabilities of the individual partners
and the amounts thereof will vary depending on the individual
situation of each partner. Accordingly, there is no provision for
income taxes in the accompanying financial statements.
II-9
<PAGE>
Set forth below is a reconciliation of net income (loss) as reflected in the
accompanying financial statements and net income (loss) for federal income tax
purposes for the year ended December 31, 1995:
<TABLE>
<CAPTION>
Allocable to Per $500 Limited
-------------------------------------
General Limited Partner Unit
TOTAL Partner Partners Outstanding
------------------ ------------------ ----------------- ---------------------
Net income (loss) as reflected in the
<S> <C> <C> <C> <C>
accompanying financial statements $ (75,587) $ 5,013 $ (80,600) $ (27)
Reconciling items:
Intangible drilling costs
capitalized for financial
reporting purposes which were
charged-off for federal income
tax purposes (9,220) (922) (8,298) (3)
Difference in depreciation,
depletion and amortization
computed for federal income
tax purposes and the amount
computed for financial
reporting purposes (2,049) - (2,049) (1)
------------------ ------------------ ----------------- ---------------------
Net income (loss) for federal
income tax purposes $ (86,856) $ 4,091 $ (90,947) $ (31)
================== ================== ================= =====================
</TABLE>
Net income (loss) for income tax purposes is a summation of ordinary income
(loss), portfolio income (loss), cost depletion and intangible drilling costs as
presented in the Company's federal income tax return.
Set forth below is a reconciliation between partners' capital as reflected in
the accompanying financial statements and partners' capital for federal income
tax purposes as of December 31, 1995:
<TABLE>
<CAPTION>
Allocable to Per $500 Limited
-------------------------------------
General Limited Partner Unit
TOTAL Partner Partners Outstanding
------------------ ------------------ ----------------- ---------------------
Partners' capital as reflected
in the accompanying
<S> <C> <C> <C> <C>
financial statements $ 245,354 $ 3,795 $ 241,559 $ 82
Reconciling items:
Intangible drilling costs
capitalized for financial
reporting purposes which were
charged-off for federal income
tax purposes (37,698) (3,769) (33,929) (12)
Difference in accumulated
depreciation, depletion and
amortization for financial
reporting and federal income
tax purposes 161,480 - 161,480 54
Commissions and syndication
fees capitalized for federal
income tax purposes 134,790 - 134,790 46
------------------ ------------------ ----------------- ---------------------
Partners' capital for
federal income tax purposes $ 503,926 $ 26 $ 503,900 $ 170
================== ================== ================= =====================
</TABLE>
II-10
<PAGE>
4. PAYABLE TO GENERAL PARTNER
The payable to general partner primarily consists of general and
administrative expenses allocated to the Company by Enex during the
Company's start-up phase and for its ongoing operations. The
Company plans to repay the amounts owed to the general partner over
a period of four years.
5. SIGNIFICANT PURCHASERS
Koch Oil Company, Amoco Production Company and Anson Gas Marketing
accounted for 34%, 30% and 23%, respectively, of the Company's
total sales in 1995. Anson Gas Marketing and Amoco Production
Company each accounted for 27%, while Koch Oil Company and
Panhandle Gas Company accounted for 25% and 12%, respectively, of
the Company's total sales in 1994. No other purchaser individually
accounted for more than 10% of such sales.
6. IMPAIRMENT OF PROPERTY
A noncash write-down of capitalized costs of $170,590 was made in
December, 1994. The write-down was computed as the excess of the
net capitalized costs over the undiscounted future net revenues
from proved oil and gas reserves. The undiscounted future net
revenues were computed using certain arbitrary assumptions such as
holding oil and gas prices constant at the prices in effect at the
time of the computation.
II-11
<PAGE>
ENEX OIL & GAS INCOME PROGRAM V -SERIES 2, L.P.
SUPPLEMENTARY OIL AND GAS INFORMATION
FOR THE TWO YEARS ENDED DECEMBER 31, 1995
- ---------------------------------------------------------------------
Proved Oil and Gas Reserve Quantities (Unaudited)
The following presents an estimate of the Company's proved oil and gas reserve
quantities and changes therein for each of the two years in the period ended
December 31, 1995. Oil reserves are stated in barrels ("BBLS") and natural gas
in thousand cubic feet ("MCF"). The amounts per $500 limited partner unit do not
include a potential 5% reduction after payout. All of the Company's reserves are
located within the United States.
<TABLE>
<CAPTION>
Per $500 Per $500
Limited Natural Limited
Oil Partner Unit Gas Partner Unit
(BBLS) Outstanding (MCF) Outstanding
---------- ------------------ ------------------ ------------------
PROVED DEVELOPED AND
UNDEVELOPED RESERVES:
<S> <C> <C> <C> <C>
January 1, 1994 33,684 10 402,373 122
Revisions of previous estimates (7,733) (2) (53,781) (16)
Production (6,821) (2) (47,741) (15)
-------------- ------------------ ------------------ ------------------
December 31, 1994 19,130 6 300,851 91
Revisions of previous estimates 810 - 14,501 4
Production (6,058) (2) (40,544) (12)
-------------- ------------------ ------------------ ------------------
December 31, 1995 13,882 4 274,808 83
============== ================== ================== ==================
PROVED DEVELOPED RESERVES:
January 1, 1994 33,684 10 402,373 122
============== ================== ================== ==================
December 31, 1994 19,130 6 300,851 91
============== ================== ================== ==================
December 31, 1995 13,882 4 274,808 83
============== ================== ================== ==================
</TABLE>
II-12
<PAGE>
Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure
Not Applicable
II-13
<PAGE>
SIGNATURES
In accordance with Section 13 or 15 (d) of the Exchange Act,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
ENEX OIL AND GAS INCOME PROGRAM V -
SERIES 2, L.P.
By: ENEX RESOURCES CORPORATION
the General Partner
December 23, 1996 By: /s/ G. B. Eckley
-------------------
G. B. Eckley, President
In accordance with the Exchange Act, this report has been
signed below on December 23, 1996, by the following persons in the capacities
indicated.
ENEX RESOURCES CORPORATION General Partner
By: /s/ G. B. Eckley
------------------------
G. B. Eckley, President
/s/ G. B. Eckley
President, Chief Executive
------------------ Officer and Director
G. B. Eckley
/s/ R. E. Densford Vice President, Secretary, Treasurer,
Chief Financial Officer and Director
-------------------
R. E. Densford
/s/ James A. Klein Controller and Chief Accounting Officer
-----------------
James A. Klein
S-1
<PAGE>
/s/ Robert D. Carl, III
--------------------------
Robert D. Carl, III Director
/s/ Martin J. Freedman
--------------------------
Martin J. Freedman Director
/s/ William C. Hooper, Jr.
--------------------------
William C. Hooper, Jr. Director
/s/ Tom Shorney
--------------------------
Tom Shorney Director
/s/ Stuart Strasner
--------------------------
Stuart Strasner Director
S-2
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
(Replace this text with the legend)
</LEGEND>
<CIK> 0000873974
<NAME> ENEX OIL & GAS INCOME PROGRAM V - SERIES 2, L.P.
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> dec-31-1996
<PERIOD-START> jan-01-1996
<PERIOD-END> dec-31-1996
<CASH> 5817
<SECURITIES> 0
<RECEIVABLES> 19062
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 26672
<PP&E> 1357215
<DEPRECIATION> 1028558
<TOTAL-ASSETS> 355329
<CURRENT-LIABILITIES> 109975
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 245354
<TOTAL-LIABILITY-AND-EQUITY> 355329
<SALES> 155386
<TOTAL-REVENUES> 155386
<CGS> 197344
<TOTAL-COSTS> 230973
<OTHER-EXPENSES> 33629
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (75587)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
