<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
AMENDMENT TO
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported) January 3, 1997
--------------------------------
TELECOMM INDUSTRIES CORP.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
0-4410 34-1765902
- ----------------------------------- ----------------------------------------
(Commission File Number) (I.R.S. Employer Identification No.)
9310 Progress Parkway, Mentor, Ohio 44060
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(216) 953-1400
- --------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 7. Financial Statements, PRO FORMA Financial Statements and Exhibits.
Page
----
(a) FINANCIAL STATEMENTS OF THE BUSINESS ACQUIRED.
Audited financial statements for Northeastern Communications 3
Systems, Inc. for the year ended December 31, 1996.
(b) PRO FORMA FINANCIAL INFORMATION.
PRO FORMA financial statements of the Registrant showing the 11
effect of the acquisition of Northeastern Communications
Systems, Inc.
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 hereunto duly authorized.
TELECOMM INDUSTRIES CORP.
(Registrant)
Date: June 26, 1997 By: /s/ Frank P. Campanale
-------------------------------------
(Signature)
Frank P. Campanale
Chief Financial Officer
<PAGE>
NORTHEASTERN COMMUNICATIONS SYSTEMS, INC.
REPORT ON AUDIT OF FINANCIAL STATEMENTS
for the year ended December 31, 1996
<PAGE>
CONTENTS
PAGES
-----
Report of Independent Accountants . . . . . . . . . . . . . . . . . . . 1
Financial Statements:
Balance Sheet. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Statement of Operations. . . . . . . . . . . . . . . . . . . . . . . . 3
Statement of Shareholders' Deficit . . . . . . . . . . . . . . . . . . 4
Statement of Cash Flows. . . . . . . . . . . . . . . . . . . . . . . . 5
Notes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6-10
NORTHEASTERN COMMUNICATIONS SYSTEMS, INC.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders and Board of Directors
Northeastern Communications Systems, Inc.
We have audited the accompanying balance sheet of Northeastern Communications
Systems, Inc. as of December 31, 1996, and the related statements of
operations, shareholders' deficit and cash flows for the year then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit 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 audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Northeastern Communications
Systems, Inc. as of December 31, 1996, and the results of its operations and
its cash flows for the year then ended, in conformity with generally accepted
accounting principles.
/s/ COOPERS & LYBRAND L.L.P.
Cleveland, Ohio
March 7, 1997
<PAGE>
BALANCE SHEET
DECEMBER 31, 1996
ASSETS
Current assets:
Cash and cash equivalents $ 56,767
Accounts receivable, trade 72,470
Inventories 57,065
-----------
Total current assets 186,302
Property and equipment, net 205,487
Deposits 8,195
Intangible assets, net 19,544
-----------
Total assets $ 419,528
-----------
-----------
LIABILITIES
Current liabilities:
Accounts payable $ 115,772
Accrued expenses 47,282
Current portion of notes payable 61,005
Customer advances 48,519
Short term borrowings 100,000
-----------
Total current liabilities 372,578
-----------
Notes payable, less current portion 49,250
-----------
Total liabilities 421,828
-----------
Commitments and contingencies (Note 8) -
SHAREHOLDERS' DEFICIT
Common stock, without par value; 1,950 shares authorized,
issued, and outstanding 146,832
Accumulated deficit (149,132)
-----------
Total shareholders' deficit (2,300)
-----------
Total liabilities and shareholders' deficit $419,528
-----------
-----------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
NORTHEASTERN COMMUNICATIONS SYSTEMS, INC. 2
<PAGE>
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
Net revenues $ 1,967,058
Cost of sales 1,354,742
------------
Gross profit 612,316
Selling, general, and administrative expenses 872,510
------------
Loss from operations (260,194)
Other income (expense):
Interest income 5,528
Interest expense (10,256)
Other income, net 14,450
------------
Net loss $ (250,472)
------------
------------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
NORTHEASTERN COMMUNICATIONS SYSTEMS, INC. 3
<PAGE>
STATEMENT OF SHAREHOLDERS' DEFICIT
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
TOTAL
NUMBER COMMON ACCUMULATED SHAREHOLDERS'
OF SHARES STOCK EQUITY (DEFICIT) EQUITY (DEFICIT)
--------- ---------- ---------------- ----------------
<S> <C> <C> <C> <C>
Balances at December 31, 1995 1,950 $ 146,832 $ 101,340 $ 248,172
Net loss - - (250,472) (250,472)
------- ---------- ------------- ----------
Balances at December 31, 1996 1,950 $ 146,832 $ (149,132) $ (2,300)
------- ---------- ------------- ----------
------- ---------- ------------- ----------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
NORTHEASTERN COMMUNICATIONS SYSTEMS, INC. 4
<PAGE>
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1996
Cash flows from operating activities:
Net loss $ (250,472)
Adjustments to reconcile net loss to cash used in
operating activities:
Depreciation 71,906
Amortization 14,817
Gain on sale of property and equipment (4,765)
Changes in operating assets and liabilities:
Increase in accounts receivable, trade (21,772)
Decrease in other receivables 10,179
Decrease in inventories 99,768
Increase in deposits (407)
Increase in accounts payable 5,961
Decrease in accrued expenses 162
Decrease in customer advances (39,151)
------------
Net cash used in operating activities (113,774)
------------
Cash flows from investing activities:
Purchases of property and equipment (5,155)
Proceeds from sale of property and equipment 16,046
------------
Net cash provided by investing activities 10,891
------------
Cash flows from financing activities:
Borrowings under line of credit 100,000
Principal payments on notes payable (44,309)
------------
Net cash provided by financing activities 55,691
------------
Net decrease in cash and cash equivalents (47,192)
Cash and cash equivalents at beginning of year 103,959
------------
Cash and cash equivalents at end of year $ 56,767
------------
------------
Supplemental disclosure of cash flow information:
Interest paid $ 10,256
------------
------------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
NORTHEASTERN COMMUNICATIONS SYSTEMS, INC. 5
<PAGE>
NOTES TO FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES:
The following is a summary of significant accounting policies followed in
the preparation of these financial statements.
BUSINESS AND ORGANIZATION: Northeastern Communications Systems Inc. (the
"Company") is incorporated under the laws of the State of Wisconsin, has
its principal offices in northeastern Wisconsin and began operations in
February 1981. The Company is a full service provider of
telecommunications equipment and services for small and middle market
businesses primarily located in Wisconsin and Illinois.
USE 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 contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results may differ from those estimates.
REVENUE RECOGNITION: The Company recognizes revenue when earned; such
revenue is recorded net of estimated cancellations and chargebacks.
CASH AND CASH EQUIVALENTS: For purposes of the Statement of Cash Flows,
the Company considers all cash and money market investments as cash and
cash equivalents.
CONCENTRATIONS OF CREDIT RISK: Concentrations of credit risk are generally
limited due to the large number of customers comprising the Company's
customer base and their dispersion across different businesses. The
Company performs ongoing credit evaluations of customers and considers the
risk of credit losses; such losses have been within management's
expectations.
INVENTORIES: Inventories are valued at the lower of cost or market, with
cost being determined utilizing the specific identification method.
PROPERTY AND EQUIPMENT: Property and equipment are stated at cost.
Significant additions and improvements are capitalized while expenditures
for maintenance and repairs are charged to operations as incurred.
Adjustments of the assets and the related depreciation reserve accounts are
made for property and equipment retirements and disposals with the
resulting gain or loss included in operations. The Company provides for
depreciation on property and equipment using the straight-line method over
the estimated useful lives of the assets. The ranges of the estimated
useful lives are: machinery and equipment, 5-10 years; furniture and
fixtures, 3-5 years; and vehicles, 5 years.
INCOME TAXES: The Company is incorporated as an S-Corporation under
applicable Internal Revenue Service laws, and as such, is not subject to
income taxes. All income or losses are passed through to the eligible
shareholders who report income or losses on their personal income tax
returns.
NORTHEASTERN COMMUNICATIONS SYSTEMS, INC. 6
<PAGE>
NOTES TO FINANCIAL STATEMENTS, CONTINUED
1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
INTANGIBLE ASSETS: Customer lists and distribution rights are being
amortized on a straight line basis over their estimated useful lives
ranging from 10 to 10.5 years. The non-compete agreement is amortized on a
straight line basis over the 3 year term of the agreement. The Company's
policy is to evaluate the intangible assets based on a periodic review of
such factors as the occurrence of a significant adverse event or change in
the environment in which the business operates or if the expected future
net cash flows (undiscounted and without interest) would become less than
the carrying amount of the asset. An impairment loss would be recorded in
the period such determination is made based on the fair value of the
related assets.
2. PROPERTY AND EQUIPMENT:
Property and equipment at December 31, 1996, consists of the following:
Machinery and equipment $ 68,231
Furniture and fixtures 241,795
Vehicles 122,943
--------------
432,969
Less accumulated depreciation (227,482)
--------------
Total $ 205,487
--------------
--------------
Depreciation expense charged to operations for the year ended December 31,
1996, amounted to $71,906.
3. INTANGIBLE ASSETS:
Intangible assets at December 31, 1996, consists of the following:
Customer lists $ 69,169
Distribution rights 56,760
Non-compete agreement 7,000
--------------
132,929
Less accumulated amortization (113,385)
--------------
Total $ 19,544
--------------
--------------
Amortization of intangible assets amounted to $14,817 for the year ended
December 31, 1996.
NORTHEASTERN COMMUNICATIONS SYSTEMS, INC. 7
<PAGE>
NOTES TO FINANCIAL STATEMENTS, CONTINUED
4. NOTES PAYABLE AND SHORT-TERM BORROWINGS:
Notes payable and short-term borrowings at December 31, 1996, consists of
the following:
Line of credit with a financial institution for $150,000.
The entire outstanding principal balance is payable
on May 1, 1997. Interest on amounts drawn is payable
monthly at a fixed rate of 2% above the financial
institution's posted Reference Rate (8.25% at
December 31, 1996) or 15% per annum,
whichever is higher. $ 100,000
Note payable to a financial institution - term note for
$116,764 collateralized by certain vehicles. The
principal and interest is payable in monthly
installments of $2,964 and matures on May 13, 1997.
Interest is payable monthly at a fixed rate of 7.25%
per annum. 14,612
Note payable to a financial institution - term note for
$42,950 collateralized by the Company's stock. The
principal is payable in annual installments of $8,590,
plus accrued interest and matures on October 30, 1999.
Interest accrues at prime, as defined by BankOne of
Green Bay, Wisconsin (8.25% at December 31, 1996) and
is paid in annual installments. 34,360
Promissory note payable to a party - uncollateralized note
for $14,285. The principal is payable in annual
installments of $2,857, plus accrued interest and
matures on December 1, 2000. Interest is payable
annually at a fixed rate of 8.75% per annum. 14,285
Note payable to a former shareholder - term note for
$60,655 collateralized by the Company's stock. The
principal is payable in annual installments of $12,131
plus accrued interest and matures on January 1, 1998.
Interest accrues at prime, as defined by BankOne of
Green Bay, Wisconsin and is paid in annual installments. 24,262
Note payable to a former shareholder - uncollateralized term
note for $28,421. The principal is payable in annual
installments of $5,684, plus accrued interest and
matures on October 30, 1999. Interest accrues at prime,
as defined by BankOne of Green Bay, Wisconsin and is
paid in annual installments. 22,736
---------
$ 210,255
---------
---------
NORTHEASTERN COMMUNICATIONS SYSTEMS, INC. 8
<PAGE>
NOTES TO FINANCIAL STATEMENTS, CONTINUED
4. NOTES PAYABLE AND SHORT-TERM BORROWINGS (CONTINUED):
At December 31, 1996, aggregate annual maturities of notes payable and
short-term borrowings for the next five fiscal years and thereafter are as
follows:
1997 $ 161,005
1998 29,262
1999 17,131
2000 2,857
2001 and thereafter -
---------
Total $ 210,255
---------
---------
Subsequent to December 31, 1996, all amounts outstanding under the
Company's short-term borrowings and notes payable were paid in full (see
Note 9).
5. LEASES:
The Company has entered into various lease agreements for office space at
its four locations. In addition, the Company is required to maintain
certain liability insurance coverages on the facilities. The current lease
agreements on its Green Bay and Appleton locations expire in 1997, but
contain a provision for a three year renewal option. The agreement on its
Milwaukee location expires in December 2001. The Company is not under
agreement at its Beaver Dam location.
Rental expense related to these leases aggregated approximately $155,147 in
1996 (See Note 6).
The future minimum lease payments due under the Company's operating leases
are summarized under the agreements and are as follows:
1997 $ 135,548
1998 42,000
1999 42,000
2000 42,000
2001 and thereafter 42,000
---------
Minimum requirement $ 303,548
---------
---------
6. RELATED PARTY TRANSACTIONS:
The Company leases office space at its Green Bay location from the majority
shareholder. During 1996, the Company paid $98,280 in lease expenses on
this facility.
NORTHEASTERN COMMUNICATIONS SYSTEMS, INC. 9
<PAGE>
NOTES TO FINANCIAL STATEMENTS, CONTINUED
7. EMPLOYEE BENEFIT PLAN:
The Company sponsors an employee contribution 401(k) plan covering all
employees. Employees may contribute to this plan amounts not to exceed
$9,500 or 15% of their eligible compensation. Additionally, the Company
makes matching contributions to the plan of up to 25% of the employee's
contribution. Contributions made by the Company to the plan totaled $4,565
in 1996.
8. COMMITMENTS AND CONTINGENCIES:
The Company is subject to legal proceedings and claims in the ordinary
course of its business that have not been finally adjudicated. Certain
of these cases involving the valuation of stock held by a former
stockholder, has resulted in a contingent liability of approximately
$45,000. Any settlement in excess of $45,000 will be the responsibility
of the remaining former stockholders of the Company.
Ameritech is investigating allegations of forged customer signatures on
customer contracts for Ameritech's long distance services and products
sold by the Company as a sales representative of Ameritech. No litigation
has been commenced or is anticipated by management. Ameritech has not
required, nor does management anticipate, additional adjustments. There
are no other claims that, in the opinion of management, would
materially effect the financial position or results of operations of
the Company.
9. SUBSEQUENT EVENTS:
Effective January 3, 1997, the Company was merged with Telecomm Industries
Corporation of Mentor, Ohio, under the provisions of an Agreement and Plan
of Merger dated January 3, 1997. Concurrent with the merger, all amounts
outstanding of the Company's financing disclosed in Note 4 were paid in
full including, where applicable, accrued interest.
NORTHEASTERN COMMUNICATIONS SYSTEMS, INC. 10
<PAGE>
<TABLE>
<CAPTION>
Telecomm Industries Corp.
Unaudited Pro Forma Consolidated Balance Sheet
December 31,1996
Telecomm Northeastern Pro Forma
Industries Communications Pro Forma Telecomm
Corp Services adjustments and
Inc. NCS
------------------------------------------------------------------
<S> <C> <C> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 238,312 $ 56,767 $ 295,079
Notes receivable - current portion 400,000 0 400,000
Accounts receivable - trade 2,548,961 72,470 2,621,431
Inventories 616,147 57,065 673,212
Prepaid income taxes 48,260 0 48,260
Prepaid expenses 38,660 0 38,660
Employee advances 139,887 0 139,887
------------------------------------------------------------------
Total current assets 4,030,227 186,302 0 4,216,529
------------------------------------------------------------------
Property and equipment - net 482,712 205,487 75,155 (2) 763,354
Other assets 0 8,195 8,195
Accounts receivable, less current portion 1,013,520 0 1,013,520
Intangibles - net 81,244 19,544 631,529 (3) 732,317
------------------------------------------------------------------
Total assets $5,607,703 $ 419,528 $ 706,684 $6,733,915
------------------------------------------------------------------
------------------------------------------------------------------
Current liabilities:
Line of credit $ 113,384 $ 100,000 213,384
Current portion of long-term debt 175,823 61,005 236,828
Accounts payable trade 408,848 115,772 524,620
Accrued payroll and related expenses 122,719 0 122,719
Customer advances 48,519 48,519
Other accrued expenses 56,185 47,282 103,467
Deferred income taxes 106,321 0 106,321
Accrued commissions and contractor fees 455,582 0 455,582
Income taxes payable 81,136 0 81,136
Accrued bonus 816,900 0 816,900
------------------------------------------------------------------
Total current liabilities 2,336,898 372,578 0 2,709,476
------------------------------------------------------------------
Long-term liabilities:
Long-term debt, less current portion 389,436 49,250 438,686
Deferred income taxes 402,913 0 402,913
------------------------------------------------------------------
Total liabilities 3,129,247 421,828 0 3,551,075
------------------------------------------------------------------
Stockholders' equity:
Common stock 96,428 146,832 (142,832) (2) 100,078
Additional paid in capital 2,085,887 0 700,384 (2) 2,786,621
Receivables from stockholders (44,531) (44,531)
Retained earnings 340,672 (149,132) 149,132 (2) 340,672
------------------------------------------------------------------
Total stockholders' equity 2,478,456 (2,300) 706,684 3,182,840
------------------------------------------------------------------
------------------------------------------------------------------
Total liabilities and stockholders' equity $5,607,703 $ 419,528 $ 706,684 $6,733,915
------------------------------------------------------------------
------------------------------------------------------------------
</TABLE>
See notes to unaudited pro forma consolidated balance sheet
-11-
<PAGE>
Telecomm Industries Corp.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
(1) Basis of presentation
The unaudited proforma consolidated balance sheet has been prepared
assuming the acquisition of NCS was consumated in January 1996. The
acquisition has been accounted for as a purchase in accordance with the
provisions of accounting Principles Board Opinion No. 16, and
accordingly, the purchase price has been allocated to the assets
acquired based on historical information available to management and
preliminary estimates of fair market value.
(2) The excess purchase price over the fair value of the net assets of NCS
was calculated as follows:
Cash $400,000
Common stock 330,400
Other acquisition and closing costs 30,000
----------
$760,400
----------
Assets as reported 419,528
less liabilities assumed (250,000)
less accounts payable (115,772)
plus adjustment to record property and
equipment at fair value 75,115
----------
128,871
----------
----------
Excess purchase price over fair value of assets $631,529
----------
----------
(3) The excess purchase price over the fair value of net assets was
allocated to assets and liabilities based on historical information and
preliminary estimates of fair value. The final purchase price allocation
may be subject to revision upon completion of a review of property
and equipment, intangibles, receivables, and certain liabilities. The
excess purchase price over the fair value of assets was allocated to
non-compete agreements and customer lists as follows:
Adjustment to record non-compete agreements $100,000
Adjustment to record customer lists 531,529
----------
$631,529
----------
----------
-12-
<PAGE>
<TABLE>
<CAPTION>
Telecomm Industries Corp.
Unaudited Pro Forma Consolidated Statement of Operations
December 31,1996
Telecomm Northeastern Pro Forma
Industries Communications Pro Forma Telecomm
Corp Services adjustments and
Inc. NCS
<S> <C> <C> <C> <C>
Net revenues $ 10,560,785 $1,967,058 $ 12,527,843
Commissions, contractor fees and related expenses 3,560,176 1,354,742 35,400 (2) 4,950,318
Selling, general and administrative expenses 6,048,802 872,510 25,000 (1) 6,946,312
------------- ---------- --------- -------------
Operating income 951,807 (260,194) (60,400) 631,213
Other income (expense):
Gain(loss) on disposal of assets (870) (870)
Interest income 26,130 5,528 31,658
Interest expense (53,641) (10,256) (63,897)
Other income, net - 14,450 - 14,450
------------- ---------- --------- -------------
Income from operations before income tax expense 923,426 (250,472) (60,400) 612,554
Income tax expense (credit) 371,200 - (124,965) (3) 246,235
------------- ---------- --------- -------------
---------------------------- -------------------------------
Net income $ 552,226 $ (250,472) $ 64,565 $ 366,319
---------------------------- -------------------------------
---------------------------- -------------------------------
Earnings per common and common equivalent share
------------- -------------
Net income 0.06 0.04
------------- -------------
------------- -------------
Number of shares used in computing earnings per
------------- -------------
common and common equivelant share 9,425,291 9,825,291
------------- -------------
------------- -------------
------------- -------------
Dividends per common share - - -
------------- -------------
------------- -------------
</TABLE>
See notes to unaudited pro forma consolidated statement of operations
-13-
<PAGE>
Telecomm Industries Corp.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(1) Adjusment to recognize amortization of non-compete agreement
(2) Adjusment to recognize amortization of customer lists
(3) Adjusment to record income tax expense as if NCS had been
treated as a C Corporation
-14-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 56,767
<SECURITIES> 0
<RECEIVABLES> 72,470
<ALLOWANCES> 0
<INVENTORY> 57,065
<CURRENT-ASSETS> 186,302
<PP&E> 432,969
<DEPRECIATION> 227,482
<TOTAL-ASSETS> 419,528
<CURRENT-LIABILITIES> 372,578
<BONDS> 0
0
0
<COMMON> 146,832
<OTHER-SE> (149,132)
<TOTAL-LIABILITY-AND-EQUITY> 419,528
<SALES> 0
<TOTAL-REVENUES> 1,967,058
<CGS> 0
<TOTAL-COSTS> 1,354,742
<OTHER-EXPENSES> 872,510
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 10,256
<INCOME-PRETAX> (250,472)
<INCOME-TAX> 0
<INCOME-CONTINUING> (250,472)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (250,472)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
