<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
For the transition period from ____________________ to ____________________
Commission file number: 000-28112
MOTORVAC TECHNOLOGIES, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
DELAWARE 33-0522018
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1431 S. VILLAGE WAY
SANTA ANA, CALIFORNIA 92705
(Address of Principal Executive Offices)
(714) 558-4822
(Issuer's Telephone Number)
N/A
________________________________________________________________________________
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last
Report)
Check whether the issuer (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
past 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes X No
----- -----
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.
Class: Date Outstanding
Common Stock, $.01 par value April 30, 1997 4,514,918
Transitional Small Business Disclosure Format (check one);
Yes No X
----- -----
<PAGE> 2
MOTORVAC TECHNOLOGIES, INC.
Balance Sheets
<TABLE>
<CAPTION>
December 31, March 31,
1996 1997
----------- -----------
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $2,559,989 $2,555,972
Accounts receivable, net of allowance for doubtful accounts
of $14,952 (December 31, 1996) and $17,292 (March 31, 1997) 1,220,029 1,297,204
Inventories, net of reserve of $40,000 (December 31, 1996) and
$41,993 (March 31, 1997) 1,165,411 1,230,244
Other current assets 459,465 377,405
----------- -----------
Total Current Assets 5,404,894 5,460,825
PROPERTY AND EQUIPMENT net 259,651 243,631
INTANGIBLE ASSETS, (net of accumulated amortization of
$516,783 (December 31, 1996) and $608,205 (March 31, 1997) 1,307,460 1,216,238
Other Assets 17,227 17,227
----------- -----------
$6,989,232 $6,937,921
=========== ===========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable and other current liabilities $894,612 $999,498
Short term note payable to bank 1,500,000 1,200,000
Total Current Liabilities 2,394,612 2,199,498
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock, $.01 par value; 10,000,000 shares authorized;
and 4,514,918 issued and outstanding at December 31, 1996 and
March 31, 1997, respectively 45,149 45,149
Additional paid-in capital 16,523,553 16,523,553
Accumulated Deficit (11,974,082) (11,830,279)
----------- -----------
Total Stockholders' Equity 4,594,620 4,738,423
$6,989,232 $6,937,921
=========== ===========
</TABLE>
<PAGE> 3
MOTORVAC TECHNOLOGIES, INC.
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended
-----------------------------
March 31, March 31,
1997 1996
----------- -----------
<S> <C> <C>
NET SALES $2,026,783 $1,347,529
COST OF SALES 949,201 732,305
----------- -----------
GROSS PROFIT 1,077,582 615,224
OPERATION EXPENSES 938,613 961,356
----------- -----------
INCOME (LOSS) FROM OPERATIONS 138,969 (346,132)
INTEREST, NET (4,034) 145,865
----------- -----------
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES 143,003 (491,997)
PROVISION FOR INCOME TAXES (800) 0
----------- -----------
NET INCOME (LOSS) $143,803 ($491,997)
=========== ===========
NET INCOME (LOSS) PER SHARE AND COMMON
SHARE EQUIVALENT $0.03 ($0.15)
=========== ===========
WEIGHTED AVERAGE OUTSTANDING COMMON AND
COMMON EQUIVALENT SHARES 4,514,918 3,304,918
=========== ===========
</TABLE>
<PAGE> 4
MOTORVAC TECHNOLOGIES, INC.
STATEMENT OF CASH FLOW
<TABLE>
<CAPTION>
Three Months Ended
--------------------------------
March 31, March 31,
1997 1996
----------- -----------
<S> <C> <C>
CASH FLOW FROM OPERATION ACTIVITIES:
Net Income (Loss) $143,803 ($491,997)
Adjustments to reconcile net income (loss) to net cash
used in operation activities:
Depreciation and amortization 119,784 115,197
Net change in operation assets and liabilities:
Accounts receivable (77,175) (508,626)
Inventories (64,832) 89,440
Other current assets, intangibles and other assets 82,059 (251,099)
Accounts payable and other current liabilities 104,886 277,416
----------- -----------
Net cash provided by (used in) operation activities 308,525 (769,669)
----------- -----------
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of equipment (12,542) (12,311)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issuance of notes payable to related parties 780,000
Decrease in loan payable to bank (300,000)
----------- -----------
Net cash provided by (used in) by financing activities (300,000) 780,000
NET DECREASE IN CASH (4,017) (1,980)
CASH, Beginning of period 2,559,989 5,008
----------- -----------
CASH, End of period $2,555,972 $3,028
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION
Interest paid $28,256 $0
=========== ===========
Income taxes paid $0 $0
=========== ===========
</TABLE>
<PAGE> 5
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Notes to Unaudited Financial Statements:
1. Basis of Presentation
The information set forth in these financial statements as of March
31, 1997 is unaudited and may be subject to normal year-end
adjustments. In the opinion of management, the unaudited financial
statements reflect all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly the financial
position of MotorVac Technologies, Inc. (the "Company" or "MTI") for
the period indicated. Results of operations for the interim period
ended March 31, 1997 are not necessarily indicative of the results of
operations for the full fiscal year.
Certain amounts in the prior years' Consolidated Financial Statements
have been reclassified to conform to the current fiscal year's
presentation.
Certain information normally included in footnote disclosures to the
financial statements has been condensed or omitted in accordance with
the rules and regulations of the Securities and Exchange Commission.
2. Litigation
As of March 31, 1997, the Company is involved in various lawsuits,
claims and inquiries arising from transactions entered into in the
ordinary course of business. While the Company's future liability
with respect to these matters cannot be predicted with certainty, it
is the opinion of the management, after consultation with outside
counsel, that any liability from lawsuits or claims known to the
Company, whether asserted or unasserted, would not have a material
adverse effect on the financial position or operations of the Company.
3. Inventories
Inventories, which include materials, supplies, labor and
manufacturing overhead are summarized as follows:
<TABLE>
<CAPTION>
December 31, 1996 March 31, 1997
----------------- --------------
<S> <C> <C>
Materials and supplies $710,174 $895,392
Work in progress 74,902 31,854
Finished goods 420,335 344,991
Reserve (40,000) (41,993)
---------- ----------
$1,165,411 $1,230,244
========== ==========
</TABLE>
4. Three months Ended March 31, 1996 Results
The results for the three months ended March 31, 1996 are incorporated
by reference to the Company's 10-QSB/A filed with the SEC on March 17,
1997.
2
<PAGE> 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
GENERAL
MotorVac Technologies, Inc. (the "Company") designs, develops,
assembles, markets and sells the MotorVac CarbonClean System for the diagnosis,
maintenance and repair of internal combustion engine fuel systems primarily for
the automotive after-market repair and service industry. The Company markets
and sells its fuel system cleaning machines and detergents through various
distribution channels, both in the United States and Canada ("Domestic") under
the trade name MotorVac, and outside the United States and Canada
("International") under the trade name CarbonClean.
The following discussion and analysis addresses the results of the
Company's operations for the three months ended March 31, 1997, as compared to
the Company's results of operations for the three months ended March 31, 1996.
This Quarterly Report on Form 10-QSB contains certain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"), and
the Company intends that such forward-looking statements be subject to the safe
harbors created thereby. The Company may experience significant fluctuations
in future operating results due to a number of factors, including, among other
things, the size and timing of customer orders, new or increased competition,
delays in new product enhancements and new product introductions, quality
control difficulties, changes in market demand, market acceptance of new
products, product returns, seasonality in product purchases by distributors and
end users, and pricing trends in the automotive after-market industry in
general, and in the specific markets in which the Company is active. Any of
these factors could cause operating results to vary significantly from prior
periods. Significant variability in orders during any period may have a
material adverse impact on the Company's cash flow or work flow, and any
significant decrease in orders could have a material adverse impact on the
Company's results of operations and financial condition. As a result, the
Company believes that period-to-period comparisons of its results of operations
are not necessarily meaningful and should not be relied upon as any indication
of future performance. Fluctuations in the Company's operating results could
cause the price of the Company's Common Stock to fluctuate substantially.
Assumptions relating to the foregoing involve judgments with respect
to, among other things, future economic, competitive and market conditions, all
of which are difficult or impossible to predict accurately, and many of which
are beyond the control of the Company. In addition, the business and
operations of the Company are subject to substantial risks which increase the
uncertainty inherent in the forward-looking statements. In light of the
significant uncertainties inherent in the forward-looking information included
herein, the inclusion of such information should not be regarded as a
representation by the Company or any other person that the objectives or plans
of the Company will be achieved.
RESULTS OF OPERATIONS
Comparison of Three Months Ended March 31, 1997 and 1996
Net Sales. Net sales for the three months ended March 31, 1997
increased $679,254 (approximately 50.4%) to $2,026,783 from $1,347,529 for the
three months ended March 31, 1996. The primary reason for this increase was
the increase in the number of MotorVac CarbonClean Systems and decrease in the
number of equivalent cases sold from 422 units and 12,618 equivalent cases sold
for the three months ended March 31, 1996 to 958 units and 9,674 equivalent
cases sold for the three months ended March 31,1997. A major component of this
MotorVac CarbonClean System sales were the sales to John Bean Company which
became a domestic distributor in October, 1996.
3
<PAGE> 7
For the three months ended March 31, 1997, Domestic sales were
$1,268,734 and International sales were $758,049. For the three months ended
March 31, 1996, Domestic and International sales were $386,784 and $960,745,
respectively. Domestic sales increased primarily due to the addition of John
Bean Company. International sales declined primarily due to a larger order
shipped to China in the first quarter of 1996 than the Chinese order shipped in
the first quarter of 1997.
The Company had no material backlog at either March 31, 1997 or March
31, 1996.
Cost of Sales. Cost of sales for the three months ended March 31,
1997 increased by $216,896 (approximately 29.6%) to $949,201 from $732,305 for
the three months ended March 31, 1996. The primary reason for this increase
was the incremental costs associated with incremental sales, less the favorable
impact of the sales mix change to more profitable MotorVac CarbonClean Systems.
Gross Profit. Gross profit for the three months ended March 31, 1997
increased by $462,358 (approximately 75.2%) to $1,077,582 from $615,224 for the
three months ended March 31, 1996. The first quarter gross margin improved
from 45.66% of sales for the three months ended March 31, 1996 to 53.17% of
sales for the three months ended March 31, 1997.
Operating Expenses. Selling, general and administrative expenses for
the three months ended March 31, 1997 decreased by $22,743 (approximately 2.4%)
to $938,613 from $961,356 for the three months ended March 31, 1996. This
decrease was primarily due to a non-recurring net reduction to litigation
expense of $102,807 partially offset by additional costs related to minor
staffing additions and additional costs related to being a public company, such
as increased D & O insurance.
Profit/Loss From Operations. As a result of all of the above, the
profit from operations for the three months ended March 31, 1997 improved by
$485,101 (approximately 140.2%) to a profit of $138,969 from a loss of
$346,132 for the three months ended March 31, 1996.
Interest. (Net) Interest income for the three months ended March 31,
1997 was $4,034 compared to $145,865 interest expense for the three months ended
March 31, 1996. The increase in interest revenue and decrease in interest
expense primarily reflects the interest revenue earned from the investment of
net proceeds from the Company's Initial Public Offering and the repayment of
certain loans payable to related parties in 1996. Interest expense and interest
revenue for the three months ended March 31, 1997 were $27,198 and $31,232,
respectively. Interest expense and interest revenue for the three months ended
March 31, 1996 were $145,913 and $48, respectively.
Net Profit. The net profit for the three months ended March 31, 1997
improved by $635,800 (approximately 129.2%) to a profit of $143,803 from a net
loss of $491,997 for the three months ended March 31, 1996.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1997, the Company had working capital of $3,010,282. At
December 31, 1996, the Company had a working capital of $3,261,327.
For the Three Months Ended March 31, 1997
Cash at January 1, 1997 was $2,559,989. Cash generated in operating
activities during the three months ended March 31, 1997, which includes current
assets and current liabilities, was $308,525. Cash used in investing
activities during this period was $12,542, which primarily represented the
purchase of fixed assets. Cash used in financing activities was $300,000 which
reflects the pay down of an outstanding loan payable to bank. The net decrease
in cash for the three months ended March 31, 1997 was $4,017, resulting in
ending cash and cash equivalent balance of $2,555,972 on March 31, 1997.
4
<PAGE> 8
For the Three Months Ended March 31, 1996
Cash at January 1, 1996 was $5,008. Cash used in operating activities
during the three months ended March 31, 1996, which includes current assets and
current liabilities, was $768,669. Cash used in investing activities during
this period was $12,311, which primarily represented the purchase of computer
equipment. Cash flow from financing activities was $780,000 which consisted of
proceeds from the issuance of notes payable to EMIIC and related parties. The
net decrease in cash for the three months ended March 31, 1996 was $1,980,
resulting in ending cash of $3,028.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On May 24, 1996, the Company was served with a complaint by its former
Australia distributor in a matter entitled DeCarbon Australia Pty. Ltd. v.
MotorVac Technologies, Inc. (Case No. 764248) in the Superior Court of the
State of California, County of Orange. On August 13, 1996, the Company filed a
cross-complaint against DeCarbon and Robert L. Fisher, the Company's former
Vice President of International Sales, and ETCO, Mr. Fisher's company
(collectively "Fisher"). On September 16, 1996, Fisher filed a
cross-complaint against the Company and Lee W. Melody, the Company's
President. On October 31, 1996, Judge Ronald L. Bauer granted a preliminary
injunction against DeCarbon and Fisher. On January 6, 1997, the Company and
DeCarbon entered into a Settlement Agreement pursuant to which, among other
things, (a) DeCarbon paid MotorVac $100,000, (b) DeCarbon agreed to an
additional $150,000 Stipulation for Entry of Judgment against DeCarbon should
DeCarbon violate the Settlement Agreement, and (c) MotorVac and DeCarbon
provided each other with mutual releases. On March 14, 1997, the Company and
Lee Melody, on one side, and Fisher and ETCO, on the other, entered into a
letter agreement of full and final settlement. The definitive agreement was
entered into on March 27, 1997.
On February 28, 1996, the Company filed a proceeding in the United
States District Court, Northern District of Ohio, Eastern Division, against
Richard R. Green, individually and doing business as P & R Equipment Company,
Gregory M. Phillips, C.S.P. International, Inc. and certain other defendants
seeking compensatory and punitive damages and injunctive relief for trademark
and trade name infringement, breach of contract, unfair competition, deceptive
trade practices, misappropriation of trade secrets, breach of loyalty, and
interference with contracts and business relations. The foregoing proceeding
arises out of actions taken by Messrs. Green, Phillips and the other named
defendants in the foregoing action pursuant to which such defendants allege that
the Company brought the foregoing action for the unlawful purpose of harassing
and injuring the defendants and that the Company is engaged in unfair
competition and attempting to unlawfully restrain trade. Such defendants have
requested compensatory damages in the amount of $500,000, punitive damages in
the amount of $1,000,000 and attorneys' fees and costs. The Company believes
that the defendants' counterclaims are without merit and intends to prosecute
this action vigorously. The Company also has filed an arbitration action in
Orange County, California against Messrs. Phillips and Green covering
substantially the same subject matter as the foregoing litigation.
In addition to the foregoing, the Company, from time to time, is
involved in routine litigation incidental to the conduct of its business.
Except for the litigation described above, there are currently no material
pending legal proceedings to which the Company is a party to or to which any of
its property is subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
5
<PAGE> 9
ITEM 5. OTHER MATTERS
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
3.1(1) Amended and Restated Certificate of Incorporation.
3.2(1) Third Amended and Restated Bylaws, as amended.
4.1 Reference is made to Exhibits 3.1 and 3.2.
10.15(2) Products Distribution Agreement dated January 6, 1997, by and between the Registrant and China
Motor-Vehicle Safety Appraisal and Inspection Center.
10.31(2) Settlement Agreement and Mutual Release dated January 6, 1997 by and between the Registrant, DeCarbon
Australia Pty. Ltd. , Carbon Clean Corporation Pty. Ltd., Carbon Tune Pty. Ltd., Chris Somas, Roydn Sweet
and Jim Litis (collectively "DeCarbon").
10.32(2) First Amendment and Modification to Settlement Agreement and Mutual Release by and between the Registrant
and DeCarbon, dated January 4, 1997.
10.33(2) Second Amendment and Modification to Settlement Agreement and Mutual Release by and between the
Registrant and DeCarbon, dated January 7, 1997.
10.34(2) Letter Agreement confirming settlement between the Registrant and Lee W. Melody on the one hand and
Robert L. Fisher and ETCO on the other hand, dated March 14, 1997.
10.38(2) Settlement Agreement and Mutual Release dated March 27, 1997, by and between Lee W. Melody and the
registrant on the one side, and Robert L. Fisher and ETCO on the other.
11.1 Statement of Calculation of Net Profit (Loss) Per Share.
27.1 Financial Data Schedule in accordance with Article 5 of Regulation SX.
</TABLE>
__________________________
(1) Previously filed as an exhibit to the Registration Statement on Form
SB-2, as amended and incorporated herein by reference.
(2) Previously filed as an exhibit to Form 10-KSB for the year ended
December 31, 1996, and incorporated herein by reference.
(b) No reports on Form 8-K were filed during the quarter ended March 31,
1997.
6
<PAGE> 10
MOTORVAC TECHNOLOGIES, INC.,
a Delaware corporation
By: /s/ LEE W. MELODY
-------------------------------------------------------
Lee W. Melody, President and Chief Executive Officer
Date: May 1, 1997
By: /s/ ALLAN T. MAGUIRE
-------------------------------------------------------
Allan T. Maguire, Vice President of Finance,
Chief Financial Officer, Treasurer and Secretary
Date: May 1, 1997
7
<PAGE> 11
MOTORVAC TECHNOLOGIES, INC.
EXHIBIT INDEX
3.1(1) Amended and Restated Certificate of Incorporation.
3.2(1) Third Amended and Restated Bylaws, as amended.
4.1 Reference is made to Exhibits 3.1 and 3.2.
10.15(2) Products Distribution Agreement dated January 6,
1997, by and between the Registrant and China
Motor-Vehicle Safety Appraisal and Inspection Center.
10.31(2) Settlement Agreement and Mutual Release dated January
6, 1997 by and between the Registrant, DeCarbon
Australia Pty. Ltd., Carbon Clean Corporation Pty.
Ltd., CarbonTune Pty. Ltd., Chris Somas, Roydn Sweet
and Jim Litis (collectively "DeCarbon").
10.32(2) First Amendment and Modification to Settlement
Agreement and Mutual Release by and between the
Registrant and DeCarbon, dated January 4, 1997.
10.33(2) Second Amendment and Modification to Settlement
Agreement and Mutual Release by and between the
Registrant and DeCarbon, dated January 7, 1997.
10.34(2) Letter Agreement confirming settlement between the
Registrant and Lee W. Melody on the one hand and
Robert L. Fisher and ETCO on the other hand, dated
March 14, 1997.
10.38(2) Settlement Agreement and Mutual Release dated March
27, 1997, by and between Lee W. Melody and the
registrant on the one side, and Robert L. Fisher and
ETCO on the other.
11.1 Statement of Calculation of Net Profit (Loss) Per
Share.
27.1 Financial Data Schedule in accordance with Article 5
of Regulation SX.
______________________________
(1) Previously filed as an exhibit to the Registration Statement on Form
SB-2, as amended and incorporated herein by reference.
(2) Previously filed as an exhibit to Form 10-KSB for the year ended
December 31, 1996, and incorporated herein by reference.
<PAGE> 1
EXHIBIT 11.1
MOTORVAC TECHNOLOGIES,INC.
CALCULATION OF NET INCOME (LOSS) PER SHARE
FOR THE THREE MONTHS ENDED
MARCH 31, 1997 AND MARCH 31, 1996
<TABLE>
<CAPTION>
THREE MONTHS ENDED
-------------------------------
MARCH 31, MARCH 31,
1997 1996
---------- ----------
<S> <C> <C>
Net Income (Loss) 143,803 (491,997)
========== ==========
Weighted Average Outstanding Common and
Common Equivalent Shares:
Common Stock Outstanding, December 31, 1996, December 31, 1995 4,514,918 948,000
Common stock equivalents:
Conversion of Series A Preferred Stock 966,247
Conversion of Series B Preferred Stock 570,150
Common Shares Issued in Initial Public Offering 0
Incremental Shares, assuming exercise of options granted
at January 1, 1996 and January 1, 1997 (0 if dilutive to EPS) 0 0
Conversion of $4,410,300 of Notes Payable to Related party 820,521
Weighted Average Outstanding Common and
Common Equivalent Shares 4,514,918 3,304,918
========== ==========
Net Income (Loss) per Share $0.03 ($0.15)
========== ==========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF MOTORVAC TECHNOLOGIES, INC. AS OF AND FOR THE PERIOD
ENDED MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 2,555,972
<SECURITIES> 0
<RECEIVABLES> 1,314,496
<ALLOWANCES> 17,292
<INVENTORY> 1,230,244
<CURRENT-ASSETS> 5,460,825
<PP&E> 561,944
<DEPRECIATION> 318,314
<TOTAL-ASSETS> 6,937,921
<CURRENT-LIABILITIES> 2,199,498
<BONDS> 0
0
0
<COMMON> 45,149
<OTHER-SE> 4,693,274
<TOTAL-LIABILITY-AND-EQUITY> 6,937,921
<SALES> 2,026,783
<TOTAL-REVENUES> 2,026,783
<CGS> 949,201
<TOTAL-COSTS> 949,201
<OTHER-EXPENSES> 938,613
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (4,034)
<INCOME-PRETAX> 143,003
<INCOME-TAX> (800)
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 143,803
<EPS-PRIMARY> 0.03
<EPS-DILUTED> 0
</TABLE>
