U. S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[ x ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended ......December 31, 1996..........................
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from .........................to......................
Commission file number .......................0-19499 .....................
..........................Champion Financial Corporation.......................
(Exact name of small business issuer as
specified in its charter)
Utah 88-0169547
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
19 Hillsyde Court
Cockeysville, Maryland 21030
(Address of principal executive offices)
...........(410) 628-0040 ..........
(Issuer's telephone number)
......................................................................
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) has 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
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the last practicable date: .......Common stock, $0.001 par
value, 2,819,302 outstanding as of December 31, 1996 ....
-1-
<PAGE>
CHAMPION FINANCIAL CORPORATION
Index
Part I: Financial Information
Item 1. Financial Statements
Balance Sheets as of December 31, 1996 and March 31, 1996
Statement of Stockholders' Equity for the Nine Months Ended December 31,
1996
Statements of Operations for the Three and Nine Months Ended December 31,
1996 and December 31, 1995
Statements of Cash Flows for the Nine Months Ended December 31, 1996 and
December 31, 1995
Notes to Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Part II: Other Information
Signatures
-2-
<PAGE>
PART I: FINANCIAL INFORMATION
<PAGE>
CHAMPION FINANCIAL CORPORATION
Balance Sheets
<TABLE>
<CAPTION>
December 31,
1996 March 31,
(UNAUDITED) 1996
----------- ---------
Assets
<S> <C> <C>
Current Assets
Cash $0 $469
Prepaid expenses 0 348
----------- ---------
Total Current Assets 0 817
----------- ---------
Property and Equipment
Office furniture and equipment 80,629 80,629
Less: Accumulated depreciation (15,975) (9,128)
----------- ---------
Net Property and Equipment 64,654 71,501
----------- ---------
Other Assets
Loan receivable and investments 4,400 4,400
Pre-acquisition costs 113,952 0
----------- ---------
Total Other Assets 118,352 4,400
----------- ---------
Total Assets $183,006 $76,718
----------- ---------
Statement of Stockholders' Equity
Current Liabilities
Accounts payable and accrued expenses $148,230 $36,649
Due to related parties (Note 2) 0 6,202
Current portion of note payable - related party 8,709 4,809
----------- ---------
Total Current Liabilities 156,939 47,660
Long-Term Debt
Long-term portion of note payable - related party (Note 2) 15,631 19,531
----------- ---------
Total Liabilities 172,570 67,191
----------- ---------
Stockholders' Equity Common stock, $.001 par value:
100,000,000 shares authorized;
2,819,302 shares issued and outstanding
(619,302 at March 31, 1996) 2,819 619
Additional paid-in capital 2,584,450 2,586,650
Accumulated deficit (2,576,833) (2,577,742)
----------- ---------
Total Stockholders' Equity 10,436 9,527
----------- ---------
Total Liabilities and Stockholders' Equity $183,006 $76,718
=========== =========
</TABLE>
See accompanying notes to unaudited financial statements.
3
<PAGE>
CHAMPION FINANCIAL CORPORATION
Statement of Stockholders' Equity
Nine Months Ended December 31, 1996
<TABLE>
<CAPTION>
Total
Additional Stock-
Common Paid-in Accumulated holders'
Stock Capital Deficit Equity
------ -----------------------------------------
<S> <C> <C> <C> <C>
Balance - March 31, 1996 $ 619 $ 2,586,650 ($2,577,742) $ 9,527
Net income for the nine months ended
December 31, 1996 (unaudited) 909 909
Issuance of common stock (Note 4)
(unaudited) 2200 (2,200) 0
----------------------------------------------------
Balance - December 31, 1996 (unaudited) $2,819 $ 2,584,450 ($2,576,833) $10,436
====================================================
</TABLE>
See accompanying notes to unaudited financial statements.
4
<PAGE>
CHAMPION FINANCIAL CORPORATION
Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
December 31, December 31,
1996 1995 1996 1995
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenues $ 0 $ 0 $ 0 $ 0
--------- --------- --------- ---------
Operating Expenses
Consulting and professional 5,360 38,960 46,311 114,642
Depreciation 2,283 2,282 6,847 6,846
Occupancy and office expense 0 13,905 2,328 57,602
Travel and entertainment 0 5,096 0 34,999
--------- --------- --------- ---------
Total Operating Expenses 7,643 60,243 55,486 214,089
--------- --------- --------- ---------
Loss from Operations (7,643) (60,243) (55,486) (214,089)
--------- --------- --------- ---------
Other Income (Expense)
Investment income (loss) 0 (72,724) 0 (77,824)
Forgiveness of debt (Note 2) 58,087 0 58,087 0
Interest and other investment expense (475) (1,769) (1,692) (18,042)
Unrealized gain (loss) on marketable
securities 0 17,826 0 0
--------- --------- --------- ---------
Net Other Income (Expense) 57,612 (56,667) 56,395 (95,866)
--------- --------- --------- ---------
Income (Loss) Before Income Taxes 49,969 (116,910) 909 (309,955)
Provision for Income Taxes 0 0 0 0
--------- --------- --------- ---------
Net Income (Loss) $ 49,969 ($116,910) $ 909 ($309,955)
========= ========= ========= =========
Net Income (Loss) Per Share $ .047 $ (.189) $ .001 $ (.500)
========= ========= ========= =========
</TABLE>
See accompanying notes to unaudited financial statements.
5
<PAGE>
CHAMPION FINANCIAL CORPORATION
Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended December 31,
1996 1995
--------- ---------
<S> <C> <C>
Cash Flows from Operating Activities $ 909 ($309,955)
Net income (loss)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Depreciation 6,847 6,846
Gain on forgiveness of debt (58,087) 0
Changes in operating assets and liabilities:
Increase in accounts payable and accrued expenses 111,581 62,364
Other 348 (149)
--------- ---------
Net Cash Provided by (Used in) Operating Activities 61,598 (240,894)
--------- ---------
Cash Flows from Investing Activities
Purchase of property and equipment 0 (53,315)
Pre-acquisition costs (113,952) (32,501)
Loan receivable and investment 0 (4,400)
--------- ---------
Net Cash Used in Investing Activities (113,952) (90,216)
--------- ---------
Cash Flows from Financing Activities
Net advances from related parties 51,885 (22,004)
Reduction of note payable - related party 0 (1,837)
--------- ---------
Net Cash Provided by Financing Activities 51,885 (23,841)
--------- ---------
Decrease in Cash (469) (354,951)
Cash at Beginning of Period 469 356,755
--------- ---------
Cash at End of Period $ 0 $ 1,804
========= =========
Supplemental Information:
Interest paid $ 0 $ 8,622
========= =========
Income taxes paid $ 0 $ 0
========= =========
Non-cash investing and financing activities:
Purchase of property and equipment $ 0 $ 80,629
Cash paid $ 0 ($ 53,315)
--------- ---------
Note payable - related party $ 0 $ 27,314
========= =========
</TABLE>
See accompanying notes to unaudited financial statements.
6
<PAGE>
CHAMPION FINANCIAL CORPORATION
Notes to Financial Statements
December 31, 1996
(Unaudited)
Note 1: Interim Financial Statements
The financial statements for the nine months ended December 31, 1996 and
1995 are unaudited, but in the opinion of management, such financial statements
have been presented on the same basis as the audited financial statements and
include all adjustments, consisting only of normal recurring adjustments
necessary for a fair presentation of the financial position and results of
operations, and cash flows for these periods.
As permitted under the applicable rules and regulations of the
Securities and Exchange Commission, these financial statements do not include
all disclosures normally included with audited financial statements and,
accordingly, should be read in conjunction with the financial statements and
notes thereto and Annual Report on Form 10-K as of March 31, 1996 and for the
year then ended. The results of operations presented in the accompanying
financial statements are not necessarily representative of operations for an
entire year.
Note 2: Due to Related Parties
As of March 31, 1996, the Company was indebted to Risk Resolution Group,
a partnership whose principal partner is also the principal stockholder of the
Company, in the amount of $192.
As of March 31, 1996, the Company was indebted to Infoplan, Inc., a
corporation whose stockholders are the principal stockholder of the Company and
her spouse in the amount of $6,010. In addition, various advances totaling
$51,885 were made to the Company during the nine months ended December 31, 1996.
As of December 31, 1996, Risk Resolution Group and Infoplan, Inc.
forgave the Company's obligations to them. Consequently, the Company has
recorded other income of $58,087 for the three months ended December 31, 1996.
-7-
<PAGE>
CHAMPION FINANCIAL CORPORATION
Notes to Financial Statements
December 31, 1996
(Unaudited)
Note 3: Income (Loss) Per Share
Net income (loss) per share of common stock is based on the weighted
average number of shares outstanding during the periods presented.
Note 4: Common Stock
Pursuant to an Exchange Agreement dated December 13, 1996, the Company
issued 2,200,000 shares of $.001 par value common stock to the shareholders of
MPLC, Inc. in exchange for 100% of the common stock of MPLC, Inc. and the
stockholders' rights to and interests in an Acquisition Agreement between the
Company, MPLC, Inc., the shareholders of Winifred B. Hayes, Inc., and the
shareholders of MPLC, Inc.
-8-
<PAGE>
CHAMPION FINANCIAL CORPORATION
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Quarter Ended December 31, 1996 Compared to Quarter Ended
----------------------------------------------------------------
December 31, 1995
-----------------
No revenues were earned by the Company in either the quarter
ended December 31, 1996 or the quarter ended December 31, 1995,
which is a result of the operating inactivity of the Company
during the last two fiscal years. The Company is currently
seeking to restart business operations through the investment in
Winifred S. Hayes, Inc. ("Hayes") and the acquisition of
National Health Benefits & Casualty Corporation ("NHBC"). See
"Liquidity and Capital Resources." During the quarter ended
December 31, 1995, the Company sold the balance of their
marketable equity securities, which resulted in an investment
loss of $72,724. The investments were all disposed of before
March 31, 1996. Therefore, the Company earned no investment
income during the quarter ended December 31, 1996.
Operating expenses decreased from $60,243 during the quarter
ended December 31, 1995 to $7,643 during the quarter ended
December 31, 1996. This decrease results from the fact that,
during the quarter ended December 31, 1995, the Company incurred
substantial consulting and professional fees ($38,960) in their
attempts to locate viable acquisition candidates.
The Company had net income of $49,969 in the quarter ended
December 31, 1996 compared to a net loss of $116,910 in the
quarter ended December 31, 1995. The significant decrease in the
quarterly loss results from: a.) costs for the investment in
Hayes and substantially all occupancy and office expenses are
being borne by Infoplan, Inc., a Delaware corporation owned by
the principal stockholder of the Company and her spouse, and b.)
the Company recorded $58,087 in other income as a result of the
forgiveness of related party debt.
-9-
<PAGE>
CHAMPION FINANCIAL CORPORATION
Liquidity and Capital Resources
At December 31, 1996, the Company had no cash and no credit
facilities.
On February 12, 1997, the Company closed the private offering
pursuant to its Private Placement Memorandum dated September,
1996. The Company received subscriptions totaling $900,000.
On December 16, 1996, the Company entered into an Agreement and
Plan of Reorganization with the stockholders of National Health
Benefits & Casualty Corporation (NHBC). NHBC operates a national
managed care organization and provides related services and
products designed to reduce the costs of medical care. It
markets these services and products to insurance companies,
self-insured businesses which maintain employee medical benefits
plans, and third parties who administer employee medical plans
for such employers.
On January 14, 1997, the Company completed its acquisition of
National Health Benefits & Casualty Corporation (NHBC) pursuant
to an Agreement and Plan of Reorganization dated December 16,
1996 between the Company and the shareholders of NHBC. According
to the terms of the Agreement, the Company issued 2,200,000
shares of $.001 par value common stock to the shareholders of
NHBC in exchange for 100% of the capital stock of NHBC. The
Company also contributed $625,000 of the proceeds from the
private offering to the capital of NHBC. Upon the closing of the
acquisition, Mr. Paul F. Caliendo and Mr. Stephen J. Carder
became the President and Chief Executive Officer and Executive
Vice president and Chief Financial Officer, respectively.
In addition, the Company acquired 100% of the common stock of
Three Rivers provider Network (TRPN) through an exchange of
100,000 shares of the Company's $.001 par value common stock.
-10-
<PAGE>
PART II: OTHER INFORMATION
<PAGE>
CHAMPION FINANCIAL CORPORATION
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
Not applicable.
Item 2. Changes in Securities
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
(1) Exhibit 2
A. Agreement and Plan of Reorganization regarding
National Health Benefits & Casualty
Corporation (Note 1)
B. Agreement and Plan of Acquisition regarding
Three Rivers Provider Network, Inc. (Note 2)
(2) Exhibit 10
A. Exchange Agreement between Champion Financial
Corporation and stockholders of MPLC, Inc.
(3) Exhibit 27 Financial Data Schedules (SEC use only).
Note 1: Incorporated by reference to Exhibit No. 2.1
to Form 8-K Current Report dated January 14,
1997.
Note 2: Incorporated by reference to Exhibit No. 2.2
to Form 8-K Current Report dated January 14,
1997.
(b) The following reports were filed on Form 8-K:
(1) On December 19, 1996, the Company filed a current
report on Form 8-K disclosing the payment by MPLC,
Inc., the Company's wholly-owned subsidiary, of
$350,000 to HAYES, Incorporated for the acquisition
of 560,000 shares of Hayes common stock.
(2) On January 29, 1997, the Company filed a current
report on Form 8-K disclosing Changes in Control of
Registrant and the acquisition of National Health
Benefits and Casualty Corporation and Three Rivers
Provider Network.
-11-
<PAGE>
CHAMPION FINANCIAL CORPORATION
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.
CHAMPION FINANCIAL CORPORATION
By: /s/ Paul F. Caliendo
------------------------------------
Paul F. Caliendo
President and Chief
Executive Officer
Date: February 14, 1997
By: /s/ Stephen J. Carder
------------------------------------
Stephen J. Carder
Executive Vice President and
Chief Financial Officer
Date: February 14, 1997
---------------------------
-12-
EXCHANGE AGREEMENT
AGREEMENT, dated as of December , 1996, between Champion Financial
Corporation, a Maryland corporation (the "Company"), and each of the parties
whose names appear on Schedule A attached hereto and made a part hereof
("Schedule A") (hereinafter referred to individually as a "Stockholder" and
collectively as the "Stockholders").
W I T N E S S E T H:
WHEREAS, as of the date hereof, each Stockholder owns shares of common
stock of MPLC, Inc., a Maryland corporation ("MPLC"); and
WHEREAS, each Stockholder has agreed to exchange all of its shares of
common stock of MPLC, the number of which is set forth next to such
Stockholder's name on Schedule A (the "Exchanged Stock"), for the number of
shares of common stock of the Company set forth next to such Stockholder's name
on Schedule A (the "Shares");
WHEREAS, as part of the consideration for the Shares and in addition to the
Exchanged Stock, each Stockholder has agreed to assign its right, title and
interest (the "Rights") in and to that certain Acquisition Agreement dated as of
August 30, 1996 by and among Dr. Winifred S. Hayes and Robert E. Hayes, Jr.,
MPLC, InfoPlan, Inc., Gary Bryant, Dr. Lawrence G. Miller and Risk Resolution
Group pursuant to which the Company will acquire between 26% and 75% of the
outstanding stock of HAYES, Incorporated.
NOW, THEREFORE, in consideration of the premises and the mutual
representations and covenants herein contained and for other good and valuable
consideration, the parties hereto agree as follows:
1.Subject to the terms and conditions hereof, the Company hereby agrees to
issue to each Stockholder and each Stockholder hereby agrees to accept, in
exchange for all of such Stockholder's Exchanged Stock and the Rights, the
number of Shares set forth next to such Stock-holder's name on Schedule A.
2.Upon execution and delivery of this Agreement: (a) each Stockholder
shall deliver to the Company the certificate(s) representing all of such
Stockholder's Exchanged Stock with such stock powers and powers of attorney as
shall be necessary to transfer such shares of Exchanged Stock duly executed in
blank; and (b) the Company shall deliver to each Stockholder a certificate
representing the number of Shares set forth opposite such Stockholder's name on
Schedule A.
3.Each Stockholder represents and warrants to the Company as follows:
(a)Each Stockholder will be, immediately prior to the events referred to
in Paragraph 2 of this Agreement, the sole owner of such Stockholder's shares of
Exchanged Stock free and clear of any liens, claims, security interests, and
encumbrances of any kind or nature whatsoever and will have a complete power to
transfer and deliver the Exchanged Stock to the Company, as contemplated in
Paragraph 2 of this Agreement, free and clear of all liens, claims, security
interests, and encumbrances.
(b)The execution, delivery and performance by each Stockholder of this
Agreement are within the powers of the Stockholder, have been duly authorized
and will not constitute or result in a breach or default under, violation of, or
conflict with, any law, statute, rule, regulation, ordinance, order, judgment,
injunction, decree, or other restriction, or any contract,
<PAGE>
agreement, lease, mortgage, deed of trust, instrument, permit or other
undertaking, to which the Stockholder is a party or by which the Stockholder is
bound, and, in respect of Risk Resolution Group and InfoPlan, Inc., will not
violate any provisions of their articles of incorporation, by-laws or similar
instruments. The signature of each Stockholder on this Agreement is genuine, and
the signatory has legal competence and capacity to execute the same, and in
respect of Risk Resolution Group and InfoPlan, Inc., the signatory has been duly
authorized to execute the same, and this Agreement constitutes a legal, valid
and binding obligation of the Stockholder, enforceable in accordance with its
terms.
(c)Each Stockholder or such Stockholder's representative has had full and
complete access to the officers and directors of the Company and to such
business, financial, or other information concerning the Company which such
Stockholder or such Stockholder's representative deemed necessary or appropriate
to make a determination to enter into this Agreement and to effect the exchange
of stock as contemplated by this Agreement (the "Exchange").
(d)Each Stockholder represents that, except as set forth in this
Agreement, no representations or warranties have been made to the Stockholder by
the Company or any agent, employee or affiliate of the Company and in effecting
the Exchange, the Stockholder is not relying on any information, other than that
contained in this Agreement and the results of an independent investigation by
the Stockholder.
(e)Each Stockholder or such Stockholder's representative has such
knowledge and experience in financial and business matters and is capable of
utilizing the information that is available to the Stockholder or such
Stockholder's representative concerning the Company to evaluate the merits and
risks of an investment in the Company and the Stockholder is able to bear the
economic risk of such investment.
(f)Each Stockholder has been advised that the Shares being issued to such
Stockholder hereunder have not been registered under the Securities Act of 1933,
as amended (the "Act"), nor has the Company agreed to so register any Shares,
and, accordingly, such shares are restricted securities, as such term is used in
the Act, and such Stockholder will not be able to sell or otherwise dispose of
the Shares, unless they are subsequently registered under the Act or an
exemption from registration thereunder is available.
(g)The Shares acquired by each Stockholder hereunder are being acquired
for the Stockholder's sole benefit and account, for purposes of investment only
and with no present intent to sell or view to distribute the same.
(h)Each Stockholder acknowledges that the Exchange may involve tax
consequences. Each Stockholder acknowledges that it must retain its own
professional advisors to evaluate the tax and other consequences of the
Exchange.
4.The Company represents and warrants to each Stockholder as follows:
(a)It is a corporation duly organized, validly existing, and in good
standing under the laws of the State of [Delaware].
(b)The Company has the corporate power and has taken all necessary
corporate action to execute, deliver and perform this Agreement and to enable it
to issue the Shares. The Shares to be issued by the Company hereunder will be
duly authorized and, upon issuance to each Stockholder pursuant to this
Agreement, are duly and validly issued and outstanding, fully paid, and
non-assessable.
(c)The execution, delivery and performance by the Company of this
Agreement will not constitute or result in a breach or default under, violation
of, or conflict with, its Certificate
<PAGE>
of Incorporation or By-laws or any contract, agreement, lease, mortgage, deed of
trust, instrument, or permit to which it is a party or by which it is bound, or
any law, statute, rule, regulation, ordinance, order, judgment, injunction,
decree, or other restriction.
5.The representations and warranties given by each Stockholder and the
Company as set forth in Paragraphs 3 and 4 hereof shall survive the execution
hereof and the consummation of the transactions contemplated hereby.
6.Each Stockholder covenants to the Company that such Stockholder shall
not sell, transfer, or otherwise dispose of any of the Shares issued to such
Stockholder hereunder (i) without registration thereof under the Act (unless, in
the opinion of counsel to the Company, an exemption from such registration is
available), or (ii) in violation of any law.
7.Each Stockholder consents:
(a)that each certificate representing the Shares to be issued to such
Stockholder hereunder will be impressed with a legend indicating that they are
not registered under the Act and reciting that any transfer is restricted; and
(b)that stop transfer instructions in respect of the Shares will be issued
to any transfer agent, transfer clerk, or other agent, at any time acting for
the Company.
8.This Agreement contains the entire understanding of the parties with
respect to the subject matter hereof, and the provisions hereof may not be
altered, amended, waived, terminated, or discharged in any way whatsoever except
by subsequent written agreement executed by the party charged therewith. A
waiver by any of the parties of any terms or conditions of this Agreement, or of
any breach thereof, shall not be deemed a waiver of such term or condition for
the future or of any other term or condition hereof, or of any subsequent breach
hereof.
9.The parties hereto, will, upon the reasonable request of another party,
execute and deliver any additional documents necessary or desirable to complete
the transactions described herein.
10.Subject to any restrictions on transfer, this Agreement shall inure to
the benefit of the parties hereto and their successors and assigns.
11.This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
12.Notwithstanding the requirements set forth in Paragraph 2 of this
Agreement, this Agreement shall be effective as of the date hereof and the books
and records of the Company shall reflect these transactions as of this date.
13.This Agreement shall be governed by, and construed in accordance with,
the laws of the State of Maryland.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first above written.
CHAMPION FINANCIAL CORPORATION
By:
Name:
Title:
STOCKHOLDERS:
RISK RESOLUTION GROUP
By:
Name:
Title:
INFOPLAN, INC.
By:
Name:
Title:
Gary Bryant
Dr. Lawrence G. Miller
<PAGE>
Schedule A
Number of Shares Number ofShares
of MPLC of the Company
Owned Before the to be Issued in
Stockholders Stock Exchange the Stock Exchange
Risk Resolution Group 700 1,540,000
InfoPlan, Inc. 164 360,800
Gary Bryant 68 149,600
Dr. Lawrence G. Miller 68 149,600
Total 1,000 2,200,000
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> APR-01-1996
<PERIOD-END> DEC-31-1996
<EXCHANGE-RATE> 1
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 183,006
<CURRENT-LIABILITIES> 156,939
<BONDS> 0
0
0
<COMMON> 2,819
<OTHER-SE> 7,617
<TOTAL-LIABILITY-AND-EQUITY> 183,006
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 55,486
<OTHER-EXPENSES> 1,692
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,692
<INCOME-PRETAX> 909
<INCOME-TAX> 0
<INCOME-CONTINUING> 909
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 909
<EPS-PRIMARY> .001
<EPS-DILUTED> .001
</TABLE>
