<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the quarterly period ended June 30, 1997
STERLING WORLDWIDE CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
NEVADA 87-0438649
(State or other jurisdiction of incorporation or organization) I.R.S. Employer Id. Number.
</TABLE>
1301 N. Congress Avenue, Suite 135,
Boynton Beach, Florida 33426
(561) 732-1200
(Address and telephone number of principal executive offices)
KOALA CAPITAL CORPORATION
2200 Boca Raton Blvd.,
Boca Raton, Florida 33431
(Former Name or Former Address, if Changed Since Last Report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 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
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
N/A
APPLICABLE ONLY TO CORPORATE ISSUERS:
Registrant has 500,000,000 shares of common stock authorized as of
October 14, 1997, 51,045,326 shares issued and outstanding, par value $.001.
<PAGE> 2
Registrant has 10,000,000 shares of Preferred Stock, Class A authorized
and issued and outstanding as of October 14, 1997, par value $1.00.
Registrant has 490,000,000 shares of Preferred Stock, Class B authorized
but none issued and outstanding as of October 14, 1997, par value $.001.
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
The Consolidated Financial Statements of the Registrant required to be
filed with this 10-Q Quarterly Report were prepared by Berkovits & Company, P.A.
and commence on the following page, together with related Notes. In the opinion
of management, the Consolidated Financial Statements present fairly the
financial condition of the Registrant.
- THIS SPACE INTENTIONALLY LEFT BLANK -
<PAGE> 4
Sterling Worldwide Corporation
(Formerly Known as Koala Capital Corporation) And Subsidiaries
Consolidated Financial Statements
As of June 30, 1997
(Unaudited)
<PAGE> 5
Sterling Worldwide Corporation and Subsidiaries
Consolidated Financial Statements
As of June 30, 1997
(Unaudited)
Index
Page
Accountants' Unaudited Report 1
Financial Statements
Balance Sheet 2
Statement of Operations 3
Statement of Stockholders' Equity 4
Statement of Cash Flows 5
Notes to Financial Statements 6-10
-i-
<PAGE> 6
To the Board of Directors and Stockholders
Sterling Worldwide Corp. and Subsidiaries
The accompanying consolidated balance sheets of Sterling Worldwide Corp. and
Subsidiaries as of June 30, 1997, and the related statements of operations and
cash flows for the three and six months then ended were not audited by us and,
accordingly, we do not express an opinion on them.
/s/ Berkovitz & Co., P.A.
-------------------------
Berkovitz & Co., P.A.
Plantation, Florida
September 24, 1997
-1-
<PAGE> 7
Sterling Worldwide Corporation and Subsidiaries
Consolidated Balance Sheet
(Unaudited)
Assets
<TABLE>
<CAPTION>
6/30/97 12/31/96
Unaudited Audited
--------- ---------
<S> <C> <C>
Current Assets
Cash and cash equivalents $ 352,090 $ 406,109
Accounts receivable:
Trade receivables 37,082 40,849
Officer receivables -- 77,397
Prepaid expenses 12,481 10,331
--------- ---------
Total Current Assets 401,653 534,686
Property and equipment, net 11,007 5,750
Intangible assets, net 16,748 18,781
Other assets 3,992 1,500
--------- ---------
Total Assets $ 433,400 $ 560,717
========= =========
Liabilities and Stockholders' Equity
Current Liabilities
Officer payable $ 18,755 -0-
Accounts payable 59,521 57,084
Payroll taxes payable 5,775 5,101
Accrued expenses -- 5,117
--------- ---------
Total Current Liabilities 84,051 67,302
Minority interest in subsidiary 36,030 46,049
--------- ---------
Total Liabilities 120,081 113,351
--------- ---------
Stockholders' Equity
Preferred stock, Class A, $1 par value, 10,000,000 shares authorized, no
shares issued and outstanding
Preferred stock, Class B, $.001 par value, 490,000,000 shares authorized, no
shares issued and outstanding
Common stock; $.001 par value;
500,000,000 shares authorized; 16,375
shares issued and outstanding 16 16
Additional paid in capital 467,796 467,796
Accumulated (deficit) (154,493) (20,446)
--------- ---------
Total Stockholders' Equity 313,319 447,366
--------- ---------
Total Liabilities and Stockholders' Equity $ 433,400 $ 560,717
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-2-
<PAGE> 8
Sterling Worldwide Corporation and Subsidiaries
Consolidated Statement of Operations
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months For the Six Months
Ended June 30, Ended June 30,
1997 1996 1997 1996
Unaudited Unaudited Unaudited Unaudited
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues
Sales & Commissions $ 1,759,727 $ -0- $ 3,438,290 $ -0-
Interest 1,137 2,275
----------- ----------- ----------- -----------
Total Revenues 1,760,864 3,440,565
----------- ----------- ----------- -----------
Costs and Expenses
Costs of goods sold 1,541,162 3,030,269
General and admin. 323,816 554,355
----------- ----------- ----------- -----------
Total Costs
and Expenses 1,864,978 3,584,624
----------- ----------- ----------- -----------
Consolidated net
(loss) before
minority interest (104,114) (144,059)
Minority interest in
subsidiary earnings 9,668 10,012
Consolidated net
(loss) $ (94,446) $ -0- $ 134,047 $ -0-
=========== =========== =========== ==========
Weighted average
number of shares
outstanding 16,375 1,261 16,375 1,261
=========== =========== =========== ==========
Net (loss) per
common share $ (5.77) $ -0- $ (8.19) $ -0-
=========== =========== =========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE> 9
Sterling Worldwide Corporation
Consolidated Statement of Changes in Stockholders' Equity
(Unaudited)
<TABLE>
<CAPTION>
Common Stock Additional
Par Value $0.001 Paid In Accumulated
Shares Amount Capital Deficit Total
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Balance- 12/31/95 1,375 1 51,999 (2,000) 50,000
Issuance of common
stock (Regulation S)
for cash at $50
per share on
10/29/96 2,500 3 124,997 125,000
Issuance of common
stock (restricted)
on 12/24/96 for net
assets of Travelnet
International Corp. 12,500 12 290,800 290,812
Net loss for year (18,446) (18,446)
--------- --------- --------- --------- ---------
Balance-12/31/96 16,375 16 467,796 (20,446) 447,366
Net loss for 6 months
ended 6/30/97 (134,047) (134,047)
--------- --------- --------- --------- ---------
Balance-6/30/97 16,375 $ 16 $ 467,796 $(154,493) $ 313,319
========= ========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-4-
<PAGE> 10
Sterling Worldwide Corporation and Subsidiaries
Consolidated Statement of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
For the three months For the six months
ended June 30, ended June 30,
1997 1996 1997 1996
Unaudited Unaudited Unaudited Unaudited
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net (loss) $ (94,446) $ -0- $(134,047) $ -0-
Adjustments to reconcile
net loss to net cash
used in operating
activities
Depreciation and
amortization 1,644 3,288
Decrease trade receivables 31,875 3,767
(Increase) Decrease
prepaid expenses 1,743 (2,150)
(Increase) other assets (3,823) (2,492)
Increase in accounts
payable 59,153 2,437
Increase in payroll
tax payable 991 674
Increase officer payable 74,984 96,152
(Decrease) accrued expenses -0- (5,117)
(Decrease) in minority
interest (9,668) (10,019)
Net cash provided by
(used in) operating
activities --------- --------- --------- ---------
62,453 (47,507)
--------- --------- --------- ---------
Cash flows used in investing
activities:
Purchase of property and
equipment (2,239) (6,512)
Net cash (used in)
investing activities --------- --------- --------- ---------
(2,239) (6,512)
--------- --------- --------- ---------
Net increase (decrease) in cash
Cash equivalents 60,214 (54,019)
Cash and cash equivalents,
beginning of period 291,876 50,000 406,109 50,000
--------- --------- --------- ---------
Cash and cash equivalents,
end of year $ 352,090 $ 50,000 $ 352,090 $ 50,000
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-5-
<PAGE> 11
Sterling Worldwide Corporation and Subsidiaries
(Formerly Koala Capital Corporation)
Notes to Financial Statements
Note 1 ORGANIZATION
The Company was incorporated under the laws of the State of Utah
on May 2, 1986 as Koala Capital Corporation and was in the
development stage since incorporation until December 24, 1996. On
December 30, 1993, the Company was dissolved as a Utah
corporation and reincorporated as a Nevada corporation. On
October 28, 1996, the name was changed to Sterling Worldwide
Corporation.
Note 2 SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
Principles of Consolidation - The consolidated financial
statements include the accounts of Sterling Worldwide Corporation
and majority owned subsidiary Travelnet International Corporation
and its subsidiary Sterling AKG Corp. All significant
intercompany transactions have been eliminated.
Accounting Methods - The Company recognizes income and expenses
based on the accrual method of accounting in accordance with
generally accepted accounting principles.
Dividend Policy - The Company has not yet adopted any policy
regarding payment of dividends.
Organization Costs - The Company amortizes its organization costs
over a five year period.
Income Taxes - The Company records the income tax effect of
transactions in the same year that the transactions enter into
the determination of income, regardless of when the transactions
are recognized for tax purposes. Tax credits are recorded in the
year realized. Since the Company has not yet realized significant
income as of the date of this report, no provision for income
taxes has been made.
The Company utilizes the liability method of accounting for
income taxes as set forth in Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" (SFAS 109").
Under the liability method, deferred taxes are determined based
on the difference between the financial statement and tax bases
of assets and liabilities using enacted tax rates in effect in
the years in which the differences are expected to reverse. An
allowance against deferred tax assets is recorded when it is more
likely than not that such tax benefits will not be realized.
-6-
<PAGE> 12
Sterling Worldwide Corporation and Subsidiaries
(Formerly Koala Capital Corporation)
Notes to Financial Statements
Cash and Cash Equivalents - For financial statement purposes, the
Company considers all highly liquid investments with an original
maturity of three months or less when purchased to be cash
equivalents. The Company maintains its cash in financial
institutions which are federally insured up to a limit of
$100,000.
Loss Per Share - Loss per share is calculated by dividing net
loss by the weighted average common stock and common stock
equivalents outstanding during the period, adjusted to give
effect to a 1 for 4 reverse stock split in April 1997 and a 1 for
200 reverse split in July 1997.
Property and Equipment - Property and equipment are recorded at
cost. The Company follows the practice of charging expenditures
for additions or major replacements to the asset accounts. When
assets are retired or otherwise disposed of, the cost or other
basis thereof, and the related accumulated depreciation are
eliminated from the respective accounts with any gain or loss
being recognized in that period. The Company provides for
depreciation using the straight-line method over the estimated
useful lives of the assets as follows:
Years
-----
Equipment, Furniture and Improvements 5
NOTE 3 ACQUISITIONS
On December 24, 1996, Sterling Worldwide Corporation acquired
585,000 shares of Travelnet International Corporation or 86.4% of
its outstanding stock by transferring 12,500 shares of common
restricted shares of its common stock.
The acquisition was accounted for as a purchase with the results
of operations of Travelnet International and its wholly owned
subsidiary Sterling AKG Corp. are included from the acquisition
date.
NOTE 4 MINORITY INTERESTS
On December 24, 1996, Sterling Worldwide Corporation acquired
86.4% of the outstanding stock of Travelnet International
Corporation. Total assets of $424,452 were acquired with
liabilities assumed of $87,591. For financial reporting purposes
the assets and liabilities are included in Sterling Worldwide
Corporation consolidated financial statements and the outside
investors interest in Travelnet International Corporation is
reflected as a minority interest.
-7-
<PAGE> 13
Sterling Worldwide Corporation and Subsidiaries
(Formerly Koala Capital Corporation)
Notes to Financial Statements
Note 5 PROPERTY AND EQUIPMENT
Property and equipment is summarized as follows:
<TABLE>
<CAPTION>
June 30,
1997
--------
<S> <C>
Equipment $ 5,225
Furniture 9,437
--------
14,662
Less accumulated depreciation (3,655)
--------
$ 11,007
========
</TABLE>
Depreciation expense for the six months ended June 30, 1997 was
$1,256.
NOTE 6 COMMITMENTS
The Company entered into a twelve month lease which expires July
31, 1998 for its operating facilities in Boca Raton, Florida. The
lease calls for a monthly base rental plus Florida sales tax.
Future minimum payments under noncancellable operating leases
with initial terms of one year or more (excluding taxes and cost
of living adjustments) are as follows:
<TABLE>
<CAPTION>
June 30, 1997
---------
<S> <C>
1997 $ 10,517
1998 12,918
---------
Total minimum lease payments $ 23,435
=========
</TABLE>
-8-
<PAGE> 14
Sterling Worldwide Corporation and Subsidiaries
(Formerly Koala Capital Corporation)
Notes to Financial Statements
Note 7 SUBSEQUENT EVENTS
On July 2, 1997, the Company reverse split its common stock on a
1 for 200 basis. The number of shares outstanding prior the split
was 3,275,000. The number of shares outstanding after this split
is 16,375.
All references to common stock retroactively reflect the stock
splits.
On July 11, 1997, the Company amended its Articles of
Incorporation and Bylaws to provide for the following amended
capital structure:
1. Authorized share capital be increased from 100,000,000
total shares of common stock to 500,000,000 shares of
$.001 par value.
2. Authorized a series of 10,000,000 shares of Class A
Preferred Stock of $1.00 per share par value. The Class A
Preferred Shares shall have superpriority voting rights of
100,000 votes per share and that the holders of the Class
A shares shall have the right to elect majority of the
directors to the Board of the Company, and
3. Authorized 490,000,000 shares of Class B referred Stock
which shares shall be non-voting and have a par value of
$.001 per share and shall be convertible into one share of
common stock at a conversion rate of ten shares of common
stock for each Preferred Share surrendered.
On July 11, 1997, the Board of Directors adopted a stock grant
for key employees, consultants and attorneys. The maximum number
of shares available for issuance under the plan is 1,000,000
shares of common stock.
On August 7, 1997, the Company agreed to dispose of the Company's
majority-owned operating subsidiary, Travelnet International
Corporation and its wholly subsidiary Sterling AKG Corp. in
exchange for the common stock owned by its majority shareholder,
Laurie Doll Gladstone. The shares are now owned by LaSalle Group,
Ltd. Gladstone received an irrevocable three year put option
which requires the corporation to purchase Gladstone's 584,400
shares in Travelnet for $2,000,000 in fully registered shares of
the corporation. If the corporation does not show $10,000,000 in
net assets on its certified financial statements for the quarter
ended
-9-
<PAGE> 15
Sterling Worldwide Corporation and Subsidiaries
(Formerly Koala Capital Corporation)
Notes to Financial Statements
September 30, 1997 on or prior to October 1, 1997, then the
corporation must return to Ms. Gladstone any such number of
shares of the corporation which would provide her with 80% of the
outstanding securities (on a fully diluted basis) of the
corporation.
On August 13, 1997, the Board approved the acquisition by the
Company of International Property Investments Corporation, a
licensed Florida real estate brokerage engaged in the real estate
brokering business of commercial real estate, in exchange for
150,000 shares of restricted common stock of the Company.
On August 13, 1997 the Company agreed to acquire Resort Marketing
Group, Inc., a Florida company specializing in the marketing of
Resort condominiums and resort-related properties in exchange for
150,000 shares of restricted common stock.
On August 13, 1997 in a related party transaction, the Board
approved the acquisition from LaSalle Group, Ltd. of 100% of the
issued and outstanding stock of LY Transportation Construction
Ltd., a BVI company and four corporate entities to be known as
Natural Park Bahamas, Ltd., Natural Park S.A. Ltd., Natural Park
Alaska, Inc. and Natural Park U.S.A, Inc. in exchange for the
issuance of 10,000,000 shares of Class A Preferred of $1.00 par
value and 50,000,000 shares of newly issued restricted common
stock of the Company.
On August 19, 1997, the Company approved a Resolution to acquire
the Fort Thomas Resort in St. Kitts in exchange for the issue of
1,027,828 shares of common stock to be valued at $10.00 per share
in exchange for the real property commonly known as the Fort
Thomas Resort. The Company has issued 1,027,828 shares of common
stock to be held in escrow pending the closing of this
transaction.
On August 19, 1997 the Board approved a private placement in the
sum of $100,000,000 to be offered under Rule 144(a) to
institutional investors. The Company authorized its president to
enter into an exclusive private placement agreement with AIBC
Investment Services Corporation, investment bankers, for the
purpose of raising $100,000,000.
-10-
<PAGE> 16
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The increase in revenues and expenses is attributable solely to the
acquisition of Traveled Inc. and Sterling AKG Corp. Subsequently on August 2,
1997, the Company transferred said companies to the Company's former largest
stockholder, Ms. Laurie Doll Gladstone. A more detailed management discussion is
deemed not relevant to the Company's present business.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
On August 2, 1997, the Company agreed to transfer the Company's entire
interests in its operating subsidiaries, Travelnet International Corp. and
Sterling AKG Corp. to Laurie Doll Gladstone as part of an agreement pursuant to
which, among other things: (i) Ms. Gladstone was granted an irrevocable
three-year put option entitling her to put shares back to the Company in
exchange for $2,000,000 of the Company's ordinary shares, registered with the
Securities and Exchange Commission, and (ii) the Company agreed to the return to
Ms. Gladstone of such number of shares of the Company which would provide her
with 80% of the outstanding securities (on a fully diluted basis) of the Company
if the Company did not provide certified financial statements for the quarter
ended September 30, 1997 to Ms. Gladstone which presented U.S. $10,000,000 in
net assets (total assets less total liabilities) on the books of the Company as
at such date (the "Condition"). Ms. Gladstone contends that the resolutions of
the August 2, 1997 meeting contained resignations of the officers and directors
of the Company effective if the Condition was not met. Ms. Gladstone further
contends that the Company did not satisfy the Condition. The Company however,
believes that it was substantially in compliance by presenting to Ms. Gladstone
a certified statement from the accountant which did state that the Company had
booked $9,545,000 in assets as of September 30, 1997 which Ms. Gladstone
contends was not certified. As a result, a dispute exists with respect to the
ownership and control of the Company. The LaSalle Group had believed that an
oral compromise had been made to settle the dispute but Ms. Gladstone has denied
that any agreement was ever reached. The Company has been informed that on
October 2, 1997 a meeting of the Board of Directors of the Company was held in
which Mark Colacurcio was reappointed President and sole director of the
Company. Management of the Company prior to September 30, 1997 believes that it
is still the authorized management of the Company on the date hereof and
believes that Ms. Gladstone's only right is to commence litigation. Management
is in negotiations with Ms. Gladstone and her representatives to resolve this
matter amicably.
ITEM 2. CHANGES IN SECURITIES.
On April 15, 1997 pursuant to a Majority Shareholder Consent in Lieu of
a Special Meeting of the Shareholders of the Company, pursuant to Nevada Revised
Statute 78.320(2), the majority approved
<PAGE> 17
a reverse split of the company's stock on a 1 for 4 basis. The number of shares
outstanding prior to the reverse split was 13,100,000 and subsequent to the
reverse split was 3,275,000 common shares.
On July 2, 1997 pursuant to a Majority Shareholder Consent in Lieu of a
Special Meeting of the Shareholders of the Company, pursuant to the Nevada
Revised Statute 78.320(2), the majority stockholder approved a reverse split of
the Company stock on a 1 for 200 basis. The number of shares outstanding prior
to the reverse split was 3,275,000 and subsequent to the reverse split 16,375
common shares.
On July 11, 1997, the Company amended its Articles of Incorporation to
provide for the following:
(a) authorized an increase in share capital from 100,000,000
shares of common stock to 500,000,000 shares with a par value of $.001, per
share; and
(b) authorized 10,000,000 shares of Class A Preferred Stock with
a par value of $1.00 per share. The Class A Preferred Shares have superpriorty
voting rights of 100,000 votes per preferred share and further the holders of
the Class A preferred shares have the sole right to elect the majority of the
directors to the Board of the Company; and
(c) authorized 490,000,000 shares of Class B Preferred Stock
having a par value of $.001 per share which shares are non-voting and are
convertible into one share of common stock at a conversion rate of ten shares of
Common Stock for each Preferred Share.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None; not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Each event listed in Item number 2, above was pursuant a majority
Shareholder Consent in Lieu of a Special Meeting of the Shareholders of the
Company, pursuant to the Nevada Revised Statute 78.320(2).
ITEM 5. OTHER INFORMATION.
None, not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (SECTION 249.308 OF THIS
CHAPTER).
(a) Exhibits* Exhibit Number Page Number
--------- -------------- -----------
None.
(b) Reports on Form 8-K.
None.
<PAGE> 18
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.
STERLING WORLDWIDE CORPORATION
Date: October 27, 1997 By: /s/*
------------------------------------
Anne M.E. Greyling, Director
and President
Date: October 27, 1997 By: /s/*
------------------------------------
Mary Duncan, Secretary
Date: October 27, 1997 By: /s/ John B.M. Frohling
------------------------------------
John B.M. Frohling
Attorney-in-fact
* John B.M. Frohling by signing his name thereto signs this Form 10-Q on
behalf of the persons indicated above. An original power of attorney
authorizing John B.M. Frohling to sign this Form 10-Q on behalf of Anne
M.E. Greyling and Mary Duncan have been executed.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> APR-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 352,090
<SECURITIES> 0
<RECEIVABLES> 37,082
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 401,653
<PP&E> 14,662
<DEPRECIATION> 3,655
<TOTAL-ASSETS> 433,400
<CURRENT-LIABILITIES> 84,051
<BONDS> 0
0
0
<COMMON> 16
<OTHER-SE> 313,303
<TOTAL-LIABILITY-AND-EQUITY> 313,319
<SALES> 1,759,727
<TOTAL-REVENUES> 1,760,864
<CGS> 1,541,162
<TOTAL-COSTS> 1,869,978
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (104,114)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (94,446)
<EPS-PRIMARY> (5.77)
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 3,438,290
<TOTAL-REVENUES> 3,440,565
<CGS> 3,030,260
<TOTAL-COSTS> 3,584,624
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (144,050)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (134,047)
<EPS-PRIMARY> (8.19)
<EPS-DILUTED> 0
</TABLE>
