Form 10-QSB/A
U.S. Securities and Exchange Commission
Washington, DC 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________to_____________
Commission file number 0-20356
MEDICAL INDUSTRIES OF AMERICA, INC.
(Exact name of small business issuer as specified in its charter)
Florida 65-0158479
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
1903 S. Congress Avenue, Suite 400, Boynton Beach, Florida 33426
(Address of principal executive offices)
(561)737-2227
(Issuer's telephone number)
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 report(s)), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No __
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 25,496,369 shares of common
stock, no par value, were outstanding as of March 31, 1999.
<PAGE>
MEDICAL INDUSTRIES OF AMERICA, INC.
10-QSB/A QUARTER ENDED MARCH 31, 1999
TABLE OF CONTENTS
<TABLE>
<S> <C> <C>
FORM 10-QSB/A FORM 10-QSB/A FORM 10-QSB/A
PART NO. ITEM NO. DESCRIPTION PAGE NO.
I. FINANCIAL INFORMATION
1. Financial Statements
- Condensed Consolidated Balance
Sheet as of March 31, 1999 3
- Condensed Consolidated Statements of Operations
for the Three Months Ended March 31, 1999
and 1998 5
- Condensed Consolidated Statements of Cash
Flows for the Three Months Ended March 31, 1999
and 1998 6
- Notes to Condensed Consolidated Financial
Statements 8
2. Management's Discussion and Analysis
or Plan of Operations 10
II. OTHER INFORMATION
2. Changes in Securities and Use of Proceeds 13
5. Other Information 13
6. Exhibits and Reports on Form 8-K 13
Signatures
</TABLE>
2
<PAGE>
MEDICAL INDUSTRIES OF AMERICA, INC.
CONSOLIDATED BALANCE SHEET
MARCH 31, 1999
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents .................................. $ 531,640
Trade accounts receivable, net ............................. 5,915,310
Current portion of mortgage and notes receivable ........... 71,802
Inventories of medical supplies ............................ 167,306
Medical equipment held for sale ............................ 92,540
Prepaid expenses and other current assets .................. 779,617
------------
Total current assets .................................... 7,558,215
------------
PROPERTY AND EQUIPMENT:
Mobile cardiac catheterization laboratory
and medical equipment .................................... 1,669,362
Aircraft and related equipment ............................. 19,769,445
Leasehold improvements ..................................... 292,210
Furniture and office equipment ............................. 813,794
------------
22,544,811
Less accumulated depreciation and amortization ............. (2,072,325)
------------
Net property and equipment .............................. 20,472,486
------------
OTHER ASSETS:
Mortgage and notes receivable, less current maturities ..... 308,844
Goodwill, net .............................................. 8,938,630
Investment in equity securities ............................ 2,924,578
Other assets ............................................... 1,769,184
------------
Total other assets ...................................... 13,941,236
------------
TOTAL ASSETS ............................................ $ 41,971,937
============
The Accompanying Notes Are An Integral Part of the
Consolidated Financial Statements
3
<PAGE>
MEDICAL INDUSTRIES OF AMERICA, INC.
CONSOLIDATED BALANCE SHEET
MARCH 31, 1999
(Unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Line of credit ............................................. $ 2,253,053
Current maturities of long-term debt and notes payable ..... 3,354,030
Current maturities of capital lease obligations ............ 162,171
Accounts payable ........................................... 3,723,083
Accrued liabilities ........................................ 1,959,762
Current maturities of convertible subordinated debentures .. 75,000
------------
Total current liabilities ............................... 11,527,099
LONG TERM LIABILITIES:
Long-term debt and notes payable, less current maturities .. 11,824,156
Capital lease obligations, less current maturities ......... 641,047
Convertible subordinated debentures ........................ 3,837,543
Payable to officers ........................................ 151,169
------------
Total liabilities .................................... 27,981,014
------------
SHAREHOLDERS' EQUITY:
Preferred shares, authorized 20,000,000 shares:
issued and outstanding:
Series B convertible shares, 27,250 issued
$10 stated value ........................................... 215,913
Common shares, .0025 par value, authorized 100,000,000:
issued and outstanding 25,496,369 .......................... 63,740
Additional paid in capital .................................... 41,407,081
Net proceeds from settlement of litigations ................... 1,675,050
Accumulated deficit ........................................... (29,370,861)
------------
Total shareholders' equity ................................. 13,990,923
------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY .............. $ 41,971,937
============
The Accompanying Notes Are An Integral Part of the
Consolidated Financial Statements
4
<PAGE>
MEDICAL INDUSTRIES OF AMERICA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
March 31,
----------------------------
1999 1998
------------ ------------
Revenue ........................................ $ 7,910,994 $ 2,297,932
------------ ------------
Expenses:
Cost of revenues ........................... 3,667,584 1,317,709
General and administrative expenses ........ 3,005,246 729,994
Depreciation and amortization .............. 555,630 115,444
Interest expense ........................... 559,271 110,722
Interest - beneficial conversion feature ... 236,468 --
Equity in net income of investee ........... (60,738) (26,359)
------------ ------------
Total expenses ...................... 7,963,461 2,247,510
------------ ------------
Income (Loss) from continuing operations ....... (52,467) 50,422
Income from discontinued operations ............ -- 89,716
------------ ------------
Net (loss) income .............................. $ (52,467) $ 140,138
============ ============
Earnings per share of common stock:
Basic earnings per share
Continuing operations ...................... $ -- $ --
Discontinued operations .................... -- .01
Net income ................................. $ -- $ .01
============ ============
Diluted earnings per share ................. $ -- $ .01
============ ============
Weighted average shares outstanding
Basic ...................................... 24,906,947 15,981,934
============ ============
Diluted .................................... 24,906,947 17,661,021
============ ============
The Accompanying Notes Are An Integral Part of the
Consolidated Financial Statements
5
<PAGE>
MEDICAL INDUSTRIES OF AMERICA, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
Three Months Ended
March 31,
------------------------
1999 1998
----------- ---------
Operating activities:
Income (loss) from continuing operations ......... $ (52,467) $ 50,422
Income from discontinued operations .............. -- 89,716
Adjustments to reconcile net income to net
cash (used in) operating activities:
Depreciation and amortization .............. 555,630 147,793
Equity gain on investments ................. (60,738) (26,359)
Interest - Beneficial conversion feature ... 236,468 --
Changes in assets and liabilities:
(Increase) decrease in:
Trade accounts receivable ............... (1,059,643) (681,923)
Inventories of medical supplies ......... (41,781) (144)
Prepaid expenses and other current assets 87,208 (72,127)
Other assets ............................ 16,090 (275,624)
Accounts payable ........................ (262,671) (93,450)
Accrued liabilities ..................... 527,150 (84,905)
----------- ---------
Net cash (used in) operating activities ...... (54,754) (946,601)
----------- ---------
Investing activities:
Purchase of goodwill ............................. (56,745) --
Payment of notes receivable ...................... 8,499 467,248
Disbursements for property and equipment ......... (246,299) (114,946)
----------- ---------
Net cash (used in) provided by investing
activities ................................. (294,545) 352,302
----------- ---------
Financing activities:
Payments of capital lease obligations ............ (41,715) (52,961)
Proceeds from long-term debt ..................... -- 404,619
Payments of long term debt ....................... (131,852) (120,935)
Proceeds from issuance of debentures ............. 470,000 --
----------- ---------
Net cash provided by financing activities ... 296,433 230,723
----------- ---------
Net (decrease) in cash ........................... (52,866) (363,576)
Cash at the beginning of period .................. 584,506 957,446
----------- ---------
Cash at the end of period ........................ $ 531,640 $ 593,870
=========== =========
The Accompanying Notes Are An Integral Part
of the Consolidated Financial Statements
6
<PAGE>
Supplemental disclosure of cash flow information:
Cash payments for interest $ 646,139 $ 136,942
========= =========
Supplemental disclosure of non-cash investing and financing activities:
Effective March 1, 1999, the Company issued 3,866,666 common shares of the
Company valued at $2,900,000 ($.75 per share) to acquire Air Response, Inc.
In January 1999, certain debenture holders exercised their option to convert
$102,077 of subordinated debentures at $1 per share, which the Company issued
102,077 shares of common stock.
During the quarter ended March 31, 1999, the Company issued 159,000 common
shares in lieu of payment of penalties and interest owed on the subordinated
debentures, valued at $158,250.
During the quarter ended March 31, 1999, the Company issued 75,000 common shares
valued at $40,000 upon exercise of stock options.
In March 1998, the Company leased a mobile cardiac catheterization laboratory
from Phoenix Leasing. The mobile lab is being recorded as a capitalized lease
payable over 60 months.
7
<PAGE>
MEDICAL INDUSTRIES OF AMERICA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
(UNAUDITED)
Note 1 - Organization and Summary of Significant Accounting Policies
Organization
Medical Industries of America, Inc. ("Medical Industries" or the
"Company") incorporated in the state of Florida on September 29, 1989 and
commenced operations on February 27, 1990.
The Company is in the business of developing integrated medical delivery
services by providing diversified medical technologies, physical and pain
rehabilitation, occupational and speech therapy, sleep apnea, diagnostic and
treatment services, pharmaceutical services, and international air ambulance
services. The Company provides these services primarily in Florida. The Company
also provides diagnostic and therapeutic healthcare services to the surgical and
medical community through its mobile cardiac catheterization services to
hospitals in the state of Florida.
Basis of Presentation and Consolidation
The accompanying consolidated financial statements are unaudited. These
statements have been prepared in accordance with the rules and regulations of
the Securities and Exchange Commission (the "SEC"). Certain information and
footnote disclosures normally included in consolidated financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. In the opinion of
management, the consolidated financial statements reflect all adjustments (which
include only normal recurring adjustments) necessary to state fairly the
consolidated financial position and consolidated results of operations as of and
for the periods indicated. These consolidated financial statements should be
read in conjunction with the Company's consolidated financial statements and
notes thereto for year ended December 31, 1998, included in the Company's Form
10-KSB/A as filed with the Securities and Exchange Commission.
The Company's consolidated financial statements include the activity of
the Company and its wholly-owned subsidiaries. The consolidated financial
statements include from the date of acquisition, Air Response, Inc.
Earnings Per Common Share
Basic earnings per common share is calculated by dividing earnings by
the weighted average common shares outstanding. Diluted earnings per share have
been computed based on the assumption that all of the convertible preferred
stock is converted into common shares, and that all stock options where the
exercise price is less than the market value have been considered exercised
under the treasury stock method. Under this assumption, the weighted average
number of common shares outstanding has been increased accordingly.
8
<PAGE>
Goodwill
Goodwill was recorded at cost and is amortized using the straight-line
method over twenty-five years.
The Company periodically evaluates the recovery of the carrying amount
of intangibles by determining if any impairment indicators are present. These
indicators include management's plans for the division, income derived from
business acquired and other factors. If this review indicates that intangibles
will not be recoverable, as principally determined based on the estimated
undiscounted cash flows of the entity over the remaining amortization period,
the Company's carrying value of the intangibles is reduced by the amount the
carrying value exceeds its fair value.
Estimates
The preparation of financial statements in conformity with general
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statement and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Note 2 - Business Acquired
Effective March 1, 1999, the Company acquired 100% of the outstanding
common stock of Air Response, Inc. ("Air Response") in exchange for $2,900,000
in common stock valued at $.75 per share plus an earn up arrangement payable
over three years. The acquisition has been accounted for using the purchase
method of accounting. The net assets and revenue and expenses of Air Response
have been included in the Company's consolidated financial statements from the
date of acquisition.
Note 3 - Private Placement
During the three months ended March 31, 1999, the Company, pursuant to a
private placement, offered for sale up to $2,000,000 of 12% convertible
debentures together with 2,000,000 three-year detachable warrants. The
debentures are due in 2002 with interest payable semi-annually. The debentures
are convertible at any time into common stock at $.50 per share. The warrants
are exercisable at any time by the warrant holder at $.50 per share. As of March
31, 1999, $470,000 debentures were sold. In April 1999, the Company sold the
remaining $1,530,000 debentures.
In accordance with EITF D-60, the Company is required to amortize as
additional interest expense the difference between the fair market value of the
Company's common stock and the conversion rate of the subordinated debentures at
the commitment date. The term of the amortization is for the period from the
date of Closing through the date the debenture can be first converted.
EITF D-60 requires the Company to record a beneficial conversion feature
(BCF) when the Company issues convertible debt. The Company is required to
record a BCF on the issuance of subordinated debentures totaling $699,830, of
which $231,830 has been recorded in the first quarter
9
<PAGE>
of 1999 and $468,000 will be recorded in the second quarter of 1999. In
addition, as part of the private placement, the Company issued detachable
warrants to purchase up to 2,000,000 shares of the Company's common stock at an
exercise price of $.50. In accordance with FAS 123, the fair market value of the
warrants was determined to be $571,950 and is required to be amortized over the
life of the debentures in accordance with APB 14, paragraph 16. The Company
amortized $4,638 during the first quarter as additional interest expense
relative to the fair market value of the warrants.
Note 4 - Subsequent Event
On May 3, 1999, the Company sold Valley Pain Centers back to Dr. Klein
and Rogers Kirven, former officer and director, for 1,544,036 shares of the
Company's common stock with a market value of $2,702,000 ($1.75 a share) and
cash and other consideration of $352,000, resulting in a gain of $1,255,000.
This gain will be recognized in the Company's financial statements during the
quarter ending June 30, 1999. The Company paid off approximately $300,000 of
debts.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
FORWARD-LOOKING STATEMENT
This Quarterly Report on Form 10-QSB/A contains forward-looking
statements. For this purpose, any statements contained herein that are not
statements of historical fact may be deemed to be forward-looking statements.
Without limiting the foregoing, the words "believes," "anticipates," "plans,"
"expects," and similar expressions are intended to identify forward-looking
statements. There are a number of important factors that could cause the
Company's actual results to differ materially from those indicated by such
forward-looking statements. These factors include, without limitation, changes
in the regulation of the healthcare industry at either the federal and state
levels, changes in reimbursement for services by government or private payors,
competitive pressures in the healthcare industry and the Company's response
thereto, the Company's ability to obtain and retain favorable arrangements with
third-party payors, and general conditions in this economy.
The following discussion of the Company's results of operations and
financial condition should be read in conjunction with the Company's condensed
consolidated unaudited Financial Statements listed in Part I, Item I and the
Notes thereto appearing elsewhere in this Form 10-QSB/A, and the Company's
audited Financial Statements listed in Item 7 and the Notes thereto appearing in
the Company's 1998 Annual Report on Form 10-KSB/A.
COMPARISON OF THE RESULTS OF OPERATION FOR THREE MONTHS ENDED MARCH 31, 1999 AND
MARCH 31, 1998
Total revenues from operations increased to $7,910,994 for the three
months ended March 31, 1999 as compared to $2,297,932 for the three months ended
March 31, 1998, principally due to the revenue of the acquisitions, Ivanhoe
Medical Systems, Inc. ($102,621), Valley Pain Centers, Inc. ($780,230), Your
Good Health Network, Inc. ($1,397,486) and Air Response, Inc. ($1,843,958).
Revenue for 1999, excluding acquisitions, in comparison to 1998 has increased
due to an increase in
10
<PAGE>
utilization of the aircrafts but which was partially offset by a reduction in
utilization of the mobile cath labs and other lab revenue.
Cost of revenues, which included medical supplies, technical salaries
and benefits and other expenses directly associated with the Company's services,
increased to $3,667,584 from $1,317,709 for the three months ended March 31,
1999 and 1998, respectively. This increase is primarily due to the cost of
revenue of the acquisitions, Ivanhoe Medical Systems, Inc. ($4,371), Valley Pain
Centers, Inc. ($29,602), Your Good Health Network, Inc. ($550,826) and Air
Response, Inc. ($899,434). Cost of revenue for 1999, excluding acquisitions, in
comparison to 1998 increased due to the costs associated with the air ambulance
company which increased in direct proportion to the increase in revenue and was
offset by the reduction in mobile cath lab costs, which declined in direct
proportion to the reduction in utilization.
General and administrative expenses increased to $3,005,246 for the
three months ended March 31, 1999 compared to $729,994 for the three months
ended March 31, 1998. This increase is primarily due to the acquisitions.
Interest expense increased to $559,271 for the three months ended March
31, 1999 as compared to $110,722 for the three months ended March 31, 1998. This
increase is primarily attributable to interest on the airplane loans assumed as
part of the acquisition of Air Response, Inc., issuance of subordinated
debentures and related penalties and discounts.
In accordance with EITF D-60, the Company is required to amortize as
additional interest expense the difference between the fair market value of the
Company's common stock and the conversion rate of the subordinated debentures at
the commitment date. The term of the amortization is for the period from the
date of Closing through the date the debenture can be first converted.
EITF D-60 requires the Company to record a beneficial conversion feature
(BCF) when the Company issues convertible debt. The Company is required to
record a BCF on the issuance of subordinated debentures totaling $699,830, of
which $231,830 has been recorded in the first quarter of 1999 and $468,000 will
be recorded in the second quarter of 1999. In addition, as part of the private
placement, the Company issued detachable warrants to purchase up to 2,000,000
shares of the Company's common stock at an exercise price of $.50. In accordance
with FAS 123, the fair market value of the warrants was determined to be
$571,950 and is required to be amortized over the life of the debentures in
accordance with APB 14, paragraph 16. The Company amortized $4,638 during the
first quarter as additional interest expense relative to the fair market value
of the warrants.
As a result of the above, the Company had a net loss of $52,467 for the
three months ended March 31, 1999 compared to a net income of $140,138 for the
three months ended March 31, 1998.
11
<PAGE>
Liquidity and Capital Resources
Cash used in operating activities - The Company's net cash flow from
operating activities resulted in deficits of $54,754 and $946,601 for the
quarters ended March 31, 1999 and 1998, respectively. The $891,847 decrease is
due primarily to the increase in profitability before non-cash items, such as
depreciation and amortization.
Cash (used in) provided by investing activities - The Company's net cash
used in investing activities for the quarter ended March 31, 1999 was $294,545
as compared to net cash provided by investing activities for the quarter ended
March 31, 1998 of $352,302. This is due primarily to an increase in equipment
purchases relating to aircraft and a decrease in payment of note receivable.
Cash flow from financing activities - The Company's net cash flows from
financing activities during the quarter ended March 31, 1999 increased by
$65,710 to $296,433 from $230,723 during the quarter ended March 31, 1998, due
primarily to an increase in private placement proceeds received during the
quarter ended March 31, 1999.
During the three months ended March 31, 1999, the Company, pursuant to a
private placement, offered for sale up to $2,000,000 of 12% convertible
debentures together with 2,000,000 three-year detachable warrants. The
debentures are due in 2002 with interest payable semi-annually. The debentures
are convertible at any time into common stock at $.50 per share. The warrants
are exercisable at any time by the warrant holder at $.50 per share. As of March
31, 1999, $470,000 was received. The proceeds are to be used for general working
capital purposes.
The Company had working capital deficiency of $3,968,884 at March 31,
1999 compared to working capital of $1,016,557 at December 31, 1998. This is due
primarily to the increases in the line of credit and accounts payable.
The Company's capital requirements in connection with its business plans
will be significant. The Company believes that net proceeds of future
anticipated securities offerings, and giving effect to revenues which are
projected to be realized from operations, should be sufficient to fund ongoing
operations and its business plan. Notwithstanding, there is no assurance that
such anticipated offerings will be undertaken, and if undertaken, will be
successful or that such proceeds derived therefrom, will in fact be sufficient
to fund operations and meet the needs of the Company's business plans.
Year 2000 Costs
In July 1996, the Emerging Issues Task Force of the Financial Accounting
Standards Board reached a consensus on Issue 96-14 that costs associated with
modifying computer software for the year 2000 be expended as incurred. The
Company is assessing the extent of the necessary modification to its computer
software but anticipates that it will not have a material effect on the
Company's financial statements.
12
<PAGE>
PART II
OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
During the first quarter of 1999, the Company issued 3,886,667 shares of
unregistered common stock in connection with the purchase of Air Response, Inc.
In connection therewith, the Company filed a Form 8-K on April 23, 1999.
During the four months ending April 30, 1999, the Company, pursuant to a
private placement, sold $2,000,000 ($470,000 as of March 31, 1999) of 12%
convertible debentures. The debenture holders received three-year warrants to
purchase 2,000,000 shares of the Company's common stock at an exercise price of
$.50.
During the first quarter of 1999, the Company issued 75,000 shares of
the Company's common stock upon exercise of stock options valued at $40,000.
On May 3, 1999, the Company sold Valley Pain Centers back to Dr. Klein
and Rogers Kirven, former officer and director, for 1,598,842 shares of the
Company's common stock with a market value of $2,702,000 ($1.75 a share) and
cash and other consideration of $352,000, resulting in a gain of $1,255,000.
This gain will be recognized in the Company's financial statements during the
quarter ending June 30, 1999. The Company paid off approximately $300,000 of
debts.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8K
(a) reports on Form 8K
8-K filed on April 23, 1999 describing the acquisition of Air Response,
Inc.
13
<PAGE>
SIGNATURES
In accordance with 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.
MEDICAL INDUSTRIES OF AMERICA, INC.
(Registrant)
June 29, 1999 By: /s/ Michael F. Morrell
(Date) Michael F. Morrell, Chairman of the Board &
Chief Executive Officer
June 29, 1999 By: /s/ Paul C. Pershes
(Date) Paul C. Pershes, Director
June 29, 1999 By: /s/ Linda Moore
(Date) Linda Moore, Senior Vice President
June 29, 1999 By: /s/ Arthur Kobrin
(Date) Arthur Kobrin, Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1999
<CASH> 531,640
<SECURITIES> 0
<RECEIVABLES> 7,033,762
<ALLOWANCES> 1,118,452
<INVENTORY> 167,306
<CURRENT-ASSETS> 7,558,215
<PP&E> 22,544,811
<DEPRECIATION> 2,072,325
<TOTAL-ASSETS> 41,971,937
<CURRENT-LIABILITIES> 11,527,099
<BONDS> 0
0
215,913
<COMMON> 63,740
<OTHER-SE> 13,711,270
<TOTAL-LIABILITY-AND-EQUITY> 41,971,937
<SALES> 7,910,994
<TOTAL-REVENUES> 7,910,994
<CGS> 3,667,584
<TOTAL-COSTS> 7,167,722
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 795,739
<INCOME-PRETAX> (52,467)
<INCOME-TAX> 0
<INCOME-CONTINUING> (52,467)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (52,467)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
