SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-QSB
Pursuant to Section 13 or 15(d) of
the Securities Act of 1934
For the Quarter Ended Commission File
February 28, 1997 Number 0-19796
INTERACTIVE TECHNOLOGIES CORPORATION, INC.
(Exact name of registrant as specified in charter)
Wyoming 98-0120805
(State or other (IRS Employer
jurisdiction of Identification No.)
incorporation)
102 South Harbor City Boulevard
Melbourne, Florida 32901
(address of Principal Executive Offices)
407-953-4811
(Registrant's telephone number including area code)
Check mark whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the exchange Act during the preceding 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 __________
The Registrant has 12,139,865 shares of common stock, par value $0.01 per
share issued and outstanding as of February 28, 1997.
Traditional Small Business Disclosure Format
Yes _____X_____ No __________
Page 1 of 14
<PAGE>
Interactive Technologies Corporation, Inc.
Table of Contents
PART I - FINANCIAL INFORMATION Page No.
Item 1. Financial Statements 2-10
Balance Sheet as of February 28, 1997
Statement of Operations for the three
months and nine months ended
February 28, 1997 and February 29, 1996
Statementof Cash Flows for the nine month
ended February 28, 1997 and
February 29, 1996
Notes to Financial Statements
Item 2. Management's Discussion and Analysis and 11-13
Plan of Operations
PART II - OTHER INFORMATION 13
Item 1. Legal Proceedings 13
Item 2. Changes in Securities
Item 3. Defaults upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
1
<PAGE>
Part 1-Financial Information
Item 1 Financial Statements
-----------------------------
Interactive Technologies Corporation, Incorporated
And Subsidiary
Consolidated Balance Sheet
February 28,1997
Assets Page 1 of 2
------
FEBRUARY,28
1997
-------------------------
(unaudited)
-------------------------
Current Assets:
Cash $ 15,851
Accounts receivable, trade 33,935
Notes receivable 150,000
Prepaid expenses and other assets 71,167
-------------------------
Total current assets 270,953
-------------------------
Property and equipment, at cost, net of
$177,778 of accumulated depreciation 1,118,080
-------------------------
Other Assets:
Organizational costs, net of $2,134 of
accumulated amortization 1,866
License rights, net of $ 270,000 of
accumulated amortization 405,000
Proprietary software and trademark,
net of $676,380 of accumulated amortization 4,734,662
-------------------------
Total Assets $ 6,530,562
=========================
Accompanying notes are an integral part of the financial statements.
2
<PAGE>
Interactive Technologies Corporation, Incorporated
And Subsidiary
Consolidated Balance Sheet
February 28,1997
Page 2 of 2
Liabilities and Stockholders'Equity
FEBRUARY,28
1997
-------------------------
(unaudited)
-------------------------
Current Liabilities:
Accounts payable, trade $ 269,174
Accrued Expenses
Related Parties
Others 450,172
Loans Payable
Related Parties
Others 221,200
Current portion of long-term liabilities 338,326
-------------------------
Total current liabilities 1,278,871
-------------------------
Long-term liabilities:
License rights payable 499,573
Capital lease obligation 873,070
Convertible debentures payable 800,000
-------------------------
2,172,643
Commitments and contingencies: -
Stockholders' equity:
Common Stock $.01 par value
12,500,000 shares authorized,
12,159,863 issued and outstanding 121,399
Paid-in capital in excess of par 9,623,970
Accumulated deficit (6,666,322)
-------------------------
3,079,048
-------------------------
$ 6,530,562
=========================
Accompanying notes are an integral part of the financial statements.
3
<PAGE>
Interactive Technologies Corporation, Incorporated
And Subsidiary
Consolidated Statements of Operations
For the Three Months Ended February 28, 1997
FEBRUARY,28 FEBRUARY,29
1997 1996
--------------- ---------------
(unaudited) (unaudited)
--------------- ---------------
Revenue $ 12,953 $ -
--------------- ---------------
Operating expenses:
Depreciation 47,614 -
Amortization 227,202 48,450
General and administrative 238,751 68,064
Interest expense: -
Stockholder -
Other 74,988 22,194
Management fee-stockholder
--------------- ---------------
588,555 138,708
--------------- ---------------
Loss from operations (575,603) (138,212)
Income/(loss) before income taxes (575,603) (138,212)
Provision for income taxes - -
--------------- ---------------
Net income/(loss) $ (575,603) $ (138,212)
=============== ===============
Net income/(loss) per share
Primary $ (0.05) (0.01)
Diluted $ (0.05) (0.01)
Accompaning notes are an integral part of the financial statements.
4
<PAGE>
Interactive Technologies Corporation, Incorporated
And Subsidiary
Consolidated Statements of Operations
For the Nine Months Ended February 28, 1997
FEBRUARY,28 FEBRUARY,29
1997 1996
----------------- ---------------
(unaudited) (unaudited)
----------------- ---------------
Revenue $ 254,460 $ 14,147
----------------- ---------------
Other Income 129 -
Operating expenses:
Depreciation 142,523 -
Amortization 704,930 64,600
General and administrative 1,858,335 154,592
Interest expense:
Stockholder - 27,368
Other 164,959 28,821
Management fee-stockholder - 16,666
----------------- ---------------
2,870,748 292,047
----------------- ---------------
Loss from operations (2,616,159) (277,899)
Gain on disposition of
joint venture interest 701,865
Gain on sale of 90% of
Charleston license 311,500 -
Income/(loss) before income taxes (2,304,659) 423,966
Provision for income taxes - -
----------------- ---------------
Net income/(loss) $ (2,304,659) $ 423,966
================= ===============
Net income/(loss) per share
Primary $ (0.19) $ 0.06
Diluted $ (0.19) $ 0.06
Accompaning notes are an integral part of the financial statements.
5
<PAGE>
Interactive Technologies Corporation, Incorporated
And Subsidiary
Consolidated Statement of Cash Flows
For the Nine Months Ended February 28, 1997
FEBRUARY,28 FEBRUARY,29
1997 1996
-------------- --------------
(unaudited) (unaudited)
-------------- --------------
Cash flows from operating activities:
Interest income received $ - $ 516
Cash received from customers 102,446 -
Cash paid to employees (427,489) (218,902)
Cash paid to suppliers (850,831) (173,774)
Interest paid:
Stockholder
Others (32,252) (5,767)
Net cash used in operating activities (1,208,126) (397,927)
-------------- --------------
Cash flows from investing activities:
Dposit from contract sale 88,219
Purchase of property and equipment (4,260) (52,595)
Capitalized software development reduction 50,000
License rights payment (232,000)
Capital lease obligation payment (9,826)
Changes in other assets, net (2,350)
Net cash used in investing activities (196,086) 33,274
-------------- --------------
Cash flows from financing activities:
Issuance of convertible debentures 300,000 450,000
Issuance of common stock in
reverse acquisition 20,861
Proceeds from note payable
stockholder corporation 1,000
Common stock issued for cash 737,650
Promissory notes isssued for cash 221,200
Contract of sale deposits received 98,099
Net cash provided by financing activities 1,356,949 471,861
-------------- --------------
Net change in cash (47,263) 107,208
Cash at beginning of period 63,114 11,745
-------------- --------------
Cash at end of period $ 15,851 $ 118,953
============== ==============
Accompaning notes are an integral part of the financial statements.
6
<PAGE>
Interactive Technologies Corporation, Inc.
And Subsidiary
Consolidated Statement of Cash Flows
For the Nine Months Ended February 28, 1997
Reconciliation of Net Income to Net Cash
Used in Operating Activities
FEBRUARY,28 FEBRUARY,29
1997 1996
------------- -------------
(unaudited) (unaudited)
------------- -------------
Net income/loss $ (2,304,659) $ 420,049
Adjustments to reconcile net
income/loss to net cash used in
operating activities:
Amortization 759,034 64,600
Depreciation 142,523 2,292
Increase in accounts receivable (2,143) (2,920)
Increase in notes receivable (150,000) -
Decrease in accounts payable (86,622) 63,553
Increase in prepaid expenses (21,918)
Increase/decrease in other
accrued expenses 269,100 (25,771)
Increase in accrued management
fees payable, stockholder - 16,666
Increase in accrued interest payable,
stockholder - 27,368
Stock issued for supplies and services 498,059
Gain on disposition of joint
venture interest - (701,865)
Gain on sale of Charleston license (311,500)
Increase in capitalized program
development costs - (261,899)
Total adjustments 1,191,059 (817,976)
Net cash used in operating activities $ (1,208,126) $ (397,927)
============== ==============
Supplemental Schedule of Non-Cash Investing and Financial Activities
Stocks issued for supplies
and services $ 498,059
Issuance of common stock for assets,
net of various liabilities in
reverse acquisition transaction $ 4,830,386
Disposition of joint venture interest
in exchange for note payable
and accrued interest and managment
fees payable $ 701,865
Accompaning notes are an integral part of the financial statements.
7
<PAGE>
INTERACTIVE TECHNOLOGIES CORPORATION, INC.
AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
- ------------
Interactive Technologies Corporation, Inc. (the Company) was incorporated
in the state of Wyoming on August 8, 1991. On October 20, 1995, the Company
entered into a reverse acquisition transaction, described below, with
Syneractive, Inc. (SI). SI was incorporated in the state of Florida on August
31, 1995. Prior to October 20, 1995, the Company was engaged primarily in the
business of exploiting its rights under a license granted by CST Entertainment
Imaging, Inc. The license gave the Company the exclusive right to colorize
black-and-white film and videotape, including black-and-white theatrical films
and television programs, which were originally produced for distribution
primarily within European countries. However, the Company abandoned the business
of exploiting the license (see Note 3) on October 18, 1995 as a result of being
unable to realize any revenue from the license. SI, which was acquired in a
reverse acquisition, obtained license rights from the Federal Communications
Commission to operate interactive and data service systems in the Charleston -
North Charleston, SC and Melbourne - Titusville, Florida metropolitan areas.
Syneractive, Inc. also acquired proprietary software and a trademark known
as Rebate TV, which is a marketing and sales medium for a wide variety of
products and services. Advertisers on Rebate TV will offer substantial rebates
to the network's viewers through a unique interactive rebate program. Touch-tone
phones will initially interact the network to secured earned rebates, and later
the network will be accessed via wireless digital communications networks
currently under development. The Rebate TV operations commenced April 15, 1996
and serve customers in the eastern United States. Management expects
exploitation of the FCC licenses to commence in 1997. They intend to hire the
necessary management personnel, raise addition capital and generate profitable
operations needed to continue its existence.
Syneractive, Inc. was dissolved on October 30, 1995.
Reverse acquisition
- -------------------
On October 1, 1995, the Company issued 5,700,000 shares of common stock to
its current sole director and officer in exchange for the net assets of SI.
After the issuance of such stock, the current director and officer effectively
controlled the Company, holding approximately 50.1% of the outstanding common
stock.
Prior to the reverse acquisition, the current sole director and officer of
the Company owned all of the outstanding common stock of SI. Accordingly, the
reverse acquisition has been accounted for at the historical cost of the assets
acquired.
Consolidated principles
-----------------------
On April 9, 1996 the Company formed a wholly owned subsidiary, Satellite
Network Television (SNT), by issuing 1,000,000 common stock share to ITC. SNT
operates television studios, a post production facility and satellite links. It
produces commercials, infomericals, business videos, commercial programming, and
remote broadcasts for both the Company's Rebate TV operations and for outside
customers.
The accompanying consolidated financial statements include the general
accounts of the Company and SNT. All material intercompany accounts and balances
have been eliminated in the consolidation.
8
<PAGE>
INTERACTIVE TECHNOLOGIES CORPORATION, INC.
AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
Basis of Presentation
- ---------------------
The financial information presented as of any date other than May 31 has
been prepared from the books and records without audit. The accompanying
consolidated financial statements have been prepared in accordance with the
instructions to Form 10QSB and do not include all of the information and the
footnotes required by generally accepted accounting principals for complete
statements. In the opinion of management, all adjustments, consisting only of
normal recurring adjustments, necessary for a fair presentation of such
financial statements, have been included.
These consolidated financial statements should be read in conjunction with
the consolidated financial statements and notes thereto for the year ended May
31, 1996 contained in the Company's 10KSB Annual Report.
Management estimates
- --------------------
The preparation of 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 could differ from those estimates.
Earnings per share
- ------------------
Primary and fully diluted earnings per share amounts are based upon
11,972,509 for February 28, 1997 and 11,660,790 for February 29, 1996, weighted
effect has been given to the assumed exercise of stock options and warrants and
convertible debentures as the effect would be antidilutive.
2. COMMITMENTS AND CONTINGENCIES
Capital lease obligations
-------------------------
On March 27, 1996, the Company acquired various studio equipment under a
capital lease obligation payable monthly through March 2001 with imputed
interest at 11.0%, secured by the equipment and 250,000 common stock shares of
the Company. As part of the transaction, the stockholder of the
lessor/corporation purchased 50,000 common stock shares of the Company for
$200,000 cash and received warrants to purchase 50,000 common stock shares at
$2.00 per share. At February 28, 1997, the cost of equipment acquired under this
lease and related accumulated depreciation totaled $1,100,000 and $153,823,
respectively.
Minimum future payments required under the above capital lease obligation
is as follows:
Year Ending Total Principal Imputed
May 31 Interest
1997 $287,646 $177,068 $110,578
1998 287,646 198,328 89,318
1999 287,646 222,140 65,506
2000 287,646 248,810 38,836
2001 239,705 203,792 35,913
--------- -------- ------
$1,390,289 $1,050,138 $340,151
9
<PAGE>
INTERACTIVE TECHNOLOGIES CORPORATION, INC.
AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
3. CONVERTIBLE DEBENTURES
During the nine months ended February 28, 1997, the Company issued $300,000
of 8% convertible debentures maturing through April 2001. The bonds are
convertible into shares of the company's common stock at conversion prices of
$1.00 to $3.75. In the event that the Company becomes a private company, the
lenders have the right to immediately require redemption at a rate of 10% of par
in the first year the Company becomes private plus an additional 1% for each
year to redemption.
5. INCOME TAXES
The Company used the accrual method of accounting for tax and financial
reporting purposes. At February 28, 1997, the Company had net operating loss
carryforwards for financial and tax reporting purposes of approximately
$6,600,000. These carryforwards expire through the year 2010, and are further
subject to the provisions of Internal Revenue Code Section 382.
Pursuant to Statement of Financial Accounting Standards No. 109, the
Company has recognized a deferred tax asset attributable to the net operating
loss carryover, net of a deferred tax liability related to amortization timing
differences, in the amount of $2,266,549 which has been fully offset by a
valuation allowance in the same amount, as follows:
10
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
FISCAL YEAR 1996 AND INTERIM PERIOD FROM NOVEMBER 30, 1996 THROUGH
FEBRUARY 28, 1997.
The Company's research and development efforts consumed the technical
efforts of the Company from October 1995 through the airing of Rebate TV on
April 15, 1996, and involved two basic areas: the television programming for the
shows, and the data management and computer interface development efforts for
the interaction with the retailers and the consumers. None of this expense will
be borne directly by the retailers or the consumers, but will be recouped
through profits as the Company expands its markets.
Development of Rebate TV basic programming by ITC has been done during the
fiscal year with Century III at Universal Studios, Florida. Established in 1976,
Century III has serviced a widely diverse client base with high production
values utilizing the latest and finest in production and post-production
hardware. This includes local, regional, national and international projects for
all four broadcast television networks, national cable networks such as
Nickelodeon and HBO, major independent producers, advertising agencies and major
corporate and governmental organizations such as Digital Equipment Corporation,
Harris Corporation, General Electric, NCR, AT&T, Kodak, Polaroid, Walt Disney
World, Harcourt Brace Jovanovich, FPL Group, Westinghouse, McDonnell Douglas,
Martin Marietta, Reebok, International and NASA. The creative director for
Rebate TV is Michael Hamilton who has designed, directed and produced such
television series as "Magnum P.I., "Simon & Simon", "Wings" and "The Twilight
Zone". His commercial experience includes such clients as Cadillac, Texaco, Coca
Cola, Heineken, American Airlines, Donna Karan, Elizabeth Arden, QVC, Business
Technology Management and the Family Channel.
The computer development efforts related to Rebate TV were done at the
Company's engineering offices in Melbourne, Florida, where the hardware and
software designs and specifications were developed, tested and implemented
during the current fiscal year, to:
(*) manage the large amounts of data and transactions involved in
collecting and verifying sales information from the Rebate TV
retailers;
(*) calculate the rebates, record the credits, and issue the checks
to the consumer;
(*) accommodate and record the telephone rebate requests, and provide
automated participation information to the public.
ITC looks to Rebate TV to attract its share of the Communications Industry
end-user market estimated to be $189.3 billion by 1998. Interactive digital
media is projected to remain the fastest growing category in the industry.1
Internet Access. ITC's Internet home pages for use with Rebate TV allow
viewers to access the program's data base through the Internet. It allows them
to view the status of their accounts, enter vendor rebate claims, and later will
allow viewers to access a variety of products and services associated with
Rebate TV which the Company expects to include. Rebate TV is located at
http://www.rebatetv.com.
Network Operations. ITC is in development and production of its own
television channel and is scheduled to distribute its Rebate TV video
programming in this format to customers. The Company's distribution plan
currently provides for distribution of this programming started in the central
Florida markets to expand from there. Overall, during the next 18-36 months, the
Company's plan calls for the Rebate TV to expand into 25 of the top national
markets within three years from the date of first broadcast. The Company expects
to hire as many as 50 additional employees over the next 24 months to support
the operation of this programming and to continue to develop and refine the
programming as the Company adds markets for these services.
In furtherance of its network creation activities, the Company initiated an
affiliate program by market demographic area. Under this program, the Company
pre sells 10 of the 14 minute program segments per one half hour program to the
affiliate in the designated market area who is responsible to local program
affiliate operations. The initial affiliate market under this program is Dayton,
Ohio however this market is not yet open and until the first 3-6 markets are
established in this manner, there is no assurance that any particular market can
or will get underway during this period. The Company will make a decision during
the next quarter whether or not to continue this method of expansion.
- --------
1 The Veronicas, Shudder & Associates Communications Industry Forecast,July 1994
----------------------------------------------------------------------
11
<PAGE>
The Company has negotiated a strategic alliance with Bottom Line,Inc., an
Atlanta, Georgia production andpost production facility and expects to move the
majority of its production to their facilities during the next 12 months. The
Company has withdrawn from an undertaking with Satellite Network Television,
Inc. and will not be looking to those facilities for its production services in
the future.
Interactive Video and Data Services. As part of ITC's commitment to the
evolution of interactive television, its Federal Communications Commission
Interactive Video and Data Services (IVDS) radio station license in the
Melbourne-Titusville-Palm Bay, FL and a 10% interest in Charleston-North
Charleston, SC service areas represent an additional enhancement to the
Company's programming distribution. These licenses have a duration of an initial
five years, and are renewable if all conditions of the license are met. IVDS, a
two way communications system, will allow viewers to take an active role in
systems delivered through broadcast television, cable television, wireless
cable, direct broadcast satellite or other future television delivery methods.
IVDS is regulated as a personal radio service under the rules of the FCC which
has allocated spectrum in the 218-219 MHz range for its use. IVDS systems are
designed to operate with a hand-held remote control device that controls the
interactive set top device on the subscriber's television set. A viewer would
interact with the TV station through a radio signal using an IVDS frequency.
The Company is reviewing alternative uses and equipment proposals for its
Melbourne-Titusville-Palm Bay, FL license and expects to proceed to install a
system for this license within the next 24 - 36 months.
Although ITC will run its Rebate TV and other programs on its own service
area systems, the programs it develops are intended for use on various
interactive delivery systems and are not specific to Interactive Video and Data
Services systems. They are marketed to all of these various delivery systems.
For broadcast of Rebate TV programming the Company currently uses and plans to
use standard video media distribution methods such as cable, broadcast stations,
wireless cable and direct broadcast satellite. Although the Company has designed
its programs to utilize an IVDS return link (a "return link" is the method by
which data is sent from the consumer or viewer back to the originator of the
program), they are also designed to accommodate other return links such as the
telephone. The Company has purchased equipment and software to provide a
telephone return link as an interim return link for its own license areas as
well as other areas where it is providing programming, to be utilized where IVDS
is not available; until the installation an operation of the IVDS equipment as a
return link is completed as well as for use with non subscribers to IVDS.
Intellectual Content. The Company has developed a plan for the accumulation
and sale of intellectual content. This content takes several forms, including
completed television and video programming, both developed and produced by the
Company and by third parties; property rights to written scripts and
publications for the purpose of producing or having produced television or
motion picture products; and program ideas, concepts and designs.
This plan commenced during the last month of the fiscal year. In addition
to the Rebate TV programs, the company has filed and had accepted Trademark
applications with the United States Patent and Trademark Office for "Rebate TV",
"Television and pays you to shop" and for "DEAL! DEALS! DEALS!" (a direct
shopping program which the Company has produced).
The Company has acquired movie and television rights for one year to
Special Treatment and to Overboard, novels currently in print. The company has
begun soliciting interest in these properties, however no production or
production agreements are in place and there is no assurance that any agreement
will be completed during the term of the rights.
The Company has in addition under this plan a number of projects under
consideration and review. To date, revenue from these activities has been
limited to the Rebate TV television program, and to a limited showing of its
DEAL! DEALS! DEALS! program. There is associated with each of these shows and
projects a lead time or advance period necessary for development and scheduling.
In addition, the company may elect to sell outright or resell any of these
properties.
12
<PAGE>
FINANCIAL CONDITION AND RESULTS OF OPERATIONS:
Revenues from operations for the Quarter reported were $12,953, up from $0
for the same period for the previous year. The Company has concluded its beta
test period for Rebate TV and is preparing for full network operations.
Operating expenses for the Quarter reported increased to $588,555 from $138,708
the previous year. Increased expenses were due to the company's operations
directed at expansion of Rebate TV into the national market. The Company's
computer operations were developed to operate at a level to service a national
market and those operations will make up a significant portion of the operating
expenses which will proportionately decrease as the Company adds markets for its
productions. The Company expects its expenses to expand at a decreasing
percentage as it expands into additional markets.
During the first nine months of the current fiscal year, the Company
received $737,650 from the private sale of its common stock and an additional
$221,200 in loans. The Company does not expect to receive significant revenues
from projects other that Rebate TV until the second half of calendar year 1997.
Although the Company has no written commitments for additional funds, it
believes that it can raise additional cash required for expansion of its markets
through private sources. The Company expects to require additional funds over
the next 12 months for the expansion and addition of market for its products and
operations.
PART II Other Information
Item l. Legal Proceedings
The Company is a defendant in a proceeding filed in the United States
District Court for the Southern District of New York. It accepted service April
5, 1997 in an action brought by Studiolink Corporation and Steven Campus for
damages arising out of an equipment lease agreement. The Company expects to
assert counterclaims against the Plaintiffs for losses suffered as a result of
their failure to perform. Settlement discussions have been ongoing and the
Company expects this matter to be settled in a manner not unfavorable to the
Company
13
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Melbourne, State of Florida, on April 14, 1997.
Interactive Technologies Corporation, Inc.
by: /s/ Perry Douglas West
---------------------------
Perry Douglas West, Chief Executive Officer
14
<PAGE>
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<S> <C> <C>
<PERIOD-TYPE> 9-MOS 9-MOS
<FISCAL-YEAR-END> MAY-31-1997 MAY-31-1996
<PERIOD-START> JUN-01-1996 JUN-01-1995
<PERIOD-END> FEB-28-1997 FEB-29-1996
<CASH> 15,851 0
<SECURITIES> 0 0
<RECEIVABLES> 183,935 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 270,953 0
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<PAGE>
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