CONFORMED
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1996
-----------------
or
[ ] 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: 0-25110
-------
<TABLE>
<S> <C>
CHILDROBICS, INC.
-----------------------------------------------------------------
(Exact Name of Small Business Issuer as Specified in its Charter)
New York 11-3163443
- ------------------------------------------------------------- ------------------------------------
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
1745 Express Drive North, N.Y. 11788
----------------------------------------
(Address of principal executive offices)
(516)-851-0055
------------------------------------------------
(Issuer's Telephone Number, Including Area Code)
</TABLE>
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or 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 practical date. As of February 14, 1996, 15,555,001
shares of the issuer's Common Stock were outstanding.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
<PAGE>
CHILDROBICS, INC.
Table of Contents
Page
PART I - FINANCIAL INFORMATION:
- -------------------------------
Item 1. Financial Statements
Consolidated Balance Sheet for the period ended December 31, 1996 3
Consolidated Statements of Operations for the three months ended
December 31, 1996 and 1995 4
Consolidated Statements of Shareholder's Equity for the period ended
December 31, 1996 5
Consolidated Statements of Cash Flows for the three months ended
December 31, 1996 and 1995 6
Notes to the Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 10
Part II - Other Information
- ---------------------------
Item 5 - Other Information 13
Item 6 - Exhibits and Reports on Form 8-K 13
Signatures 14
2
<PAGE>
Childrobics, Inc.,
and Subsidiaries
Consolidated Balance Sheets
December 31,
1996
------------
(Unaudited)
ASSETS:
Cash and cash equivalents $ --
Restricted cash 100,000
Accounts receivable, net of allowance for doubtful
accounts of $634,164 417,205
Due from officer 70,840
Inventory (Note 3) 375,939
Prepaid expense 131,616
Assets of discontinued operations 113,835
------------
Total current assets 1,209,435
Property and equipment (Note 4) 6,050,587
------------
Deferred debt expense 2,472,381
Goodwill 2,691,127
Covenant not to compete 239,583
Other 154,893
------------
Total other assets 5,557,984
------------
Total assets $ 12,818,006
============
LIABILITIES:
Accounts payable $ 1,823,759
Accrued expenses 321,073
Deposits payable 12,395
Revolving line of credit 136,046
Notes payable to former officers 459,700
Current portion of capitalized leases 7,070
Current portion of long-term notes payable 1,343,272
------------
Total current liabilities 4,103,315
LONG-TERM LIABILITIES:
Capitalized leases 5,442
Notes payable 1,495,251
Note payable to current officer 637,500
Long-term debt 1,612,500
------------
Total long-term liabilities 3,750,693
STOCKHOLDERS' EQUITY (Note 5):
Common stock - $.01 par value, 25,000,000 shares
authorized; 15,555,001- issued and outstanding 155,550
Additional paid-in capital 18,173,025
Retained deficit (13,364,577)
------------
Total shareholders' equity 4,963,998
------------
Total liabilities and shareholders equity $ 12,818,006
============
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE>
Childrobics, Inc.,
and Subsidiaries
Consolidated Statements of Operations
(Unaudited)
Three Months Ended
December 31,
-------------------------------
REVENUES: 1996 1995
- --------- ------ ------
Route operations $ 1,213,909 $ 463,739
Equipment and ride sales 997,851 1,179,738
------------ ------------
Total revenues 2,211,760 1,643,477
------------ ------------
COST OF SALES:
- --------------
Route operations expenses 977,693 206,875
Equipment and rides expenses 739,427 1,147,464
Route operations depreciation 292,605 291,685
Equipment and rides depreciation 22,836 10,453
------------ ------------
Total cost of sales 2,032,561 1,656,477
------------ ------------
Gross profit (loss) 179,199 (13,000)
OPERATING EXPENSES:
- -------------------
Selling, general and administrative 1,003,429 368,986
Depreciation 39,961 20,142
------------ ------------
Total operating expenses 1,043,390 389,128
------------ ------------
Operating loss (864,191) (402,128)
------------ ------------
Interest expense 178,570 21,690
Amortization expense 169,673 30,083
------------ ------------
Total interest and amorization 348,243 51,773
------------ ------------
Loss from continuing operations (1,212,434) (453,901)
Loss discontinued operations -- (312,574)
------------ ------------
Net loss (1,212,434) (766,475)
Retained deficit:
Beginning of period (12,152,143) (2,350,751)
------------ ------------
End of period ($13,364,577) ($ 3,117,226)
============ ============
PER SHARE DATA:
- ---------------
Weighted average number of shares 15,555,001 4,290,000
========== =========
Earnings per share ($0.08) ($0.18)
====== ======
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE>
CHILDROBICS, INC.
and Subsidiaries
Consolidated Statement of Shareholders' Equity
For the Period Ended December 31, 1996
<TABLE>
<CAPTION>
Common Stock Total
------------------------------ Paid-In Retained Shareholders'
Shares Amount Capital Deficit Equity
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Beginning balance - July 1, 1995 4,355,000 $ 43,550 $ 10,989,405 ($ 1,978,396) $ 9,054,559
Sale of common stock- March 28, 1996 1,000,000 10,000 490,000 -- 500,000
Employment and option termination
agreement- July 3, 1996 -- -- 1,341,000 -- 1,341,000
Net loss - twelve months ended
June 30, 1996 -- -- -- (9,873,159) (9,873,159)
------------ ------------ ------------ ------------ ------------
Balance, June 30, 1996 5,355,000 53,550 12,820,405 (11,851,555) 1,022,400
Merger of Just Kiddie Rides, Inc.-
September 30, 1996 5,000,000 50,000 2,556,000 -- 2,606,000
Inducement to grant $1,500,000 loan
to Company - September 30, 1996 5,000,000 50,000 2,556,000 -- 2,606,000
Net loss - three months ended
September 30, 1996 -- -- -- (300,588) (300,588)
------------ ------------ ------------ ------------ ------------
Balance, September 30, 1996 15,355,000 153,550 17,932,405 (12,152,143) 5,933,812
Payoff of Just Kiddie Equipment
Note - October 3, 1996 200,001 2,000 98,000 -- 100,000
Compensation expense - director's
stock options -- -- 208,000 -- 208,000
Legal fees associated with Just Kiddie
Rides, Inc merger and $1,500,000 loan -- -- (65,380) -- (65,380)
Net loss - three months ended
December 31, 1996 -- -- -- (1,212,434) (1,212,434)
------------ ------------ ------------ ------------ ------------
Balance, December 31, 1996 15,555,001 $ 155,550 $ 18,173,025 ($13,364,577) $ 4,963,998
============ ============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
5
<PAGE>
CHILDROBICS, INC.
and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
December 31,
-----------------------------
1996 1995
----------- -----------
<S> <C> <C>
OPERATING ACTIVITIES:
Net loss from continuing operations $(1,212,434) ($ 453,901)
Adjustments to reconcile net loss to net
cash used by operating activities:
Net loss attributable to minority interest -- (134,952)
Depreciation and amortization 525,075 311,617
Director's stock option compensation 208,000 --
Changes in assets and liabilities:
Accounts receivable 321,759 174,245
Inventory (219,243) 554,364
Other current assets 6,790 (6,786)
Prepaid expenses (65,060) 75,982
Accounts payable and accrued expenses (845,179) 236,904
----------- -----------
Net cash (used) provided by continuing operations (1,280,292) 757,473
----------- -----------
Discontinued operations:
Net loss (93,395) (312,574)
Proceeds from sales of discontinued operations 391,054 --
----------- -----------
Net cash (used) provided by discontinued operations 297,659 (312,574)
----------- -----------
INVESTING ACTIVITIES:
Purchases of property and equipment (137,466) (1,294,736)
Sales and retirements of property and equipment 193,411 --
Expenditures for other assets -- (53,434)
----------- -----------
Net cash (used) provided by investing activities 55,945 (1,348,170)
----------- -----------
FINANCING ACTIVITIES:
Proceeds from notes payable 30,384 646,571
Repayment of short-term line of credit (21,915) (4,942)
Repayment of capitalized leases (1,598) (8,383)
Legal costs of issuing 10,200,001 shares (65,380) --
Repayment of notes payable (416,914) (47,191)
----------- -----------
Net cash (used) provided by financing activities (475,423) 586,055
----------- -----------
Decrease in cash balances (1,402,111) (317,216)
Cash and cash equivilants, beginning of the period 1,402,111 363,542
----------- -----------
Cash and cash equivilants, end of the period $ 0 $ 46,326
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
6
<PAGE>
CHILDROBICS, INC.
and subsidiaries
Consolidated Statements of Cash Flows - continued
For the Three Months Ended December 31
Supplemental Disclosures: 1996 1995
- ------------------------ ----------- ---------
Cash paid during the period for:
Interest $ 128,275 $ 20,690
=========== =========
Income taxes $ -- $ --
=========== =========
Supplemental Disclosure of Non-Cash
Investing and Financing Activities:
- -------------------------------------
As part of the merger with Just Kiddie Rides, Inc.,
the Company agreed to issue 200,001 shares of
Common Stock and issue a 36 month note payable
with interest at 8.75% $ 100,000 $
=========== =========
Common stock
Note payable $ 62,500 $ --
=========== =========
7
<PAGE>
CHILDROBICS, INC.
Notes to Consolidated Financial Statements
Note 1 - Basis of Presentation
- -------------------------------
The accompanying condensed interim financial statements for the three months
ended are unaudited and have been prepared in accordance with generally accepted
accounting principles for the interim financial information and with in
accordance with the requirements of Regulation S-B, and therefore, do not
include all information and footnotes required for complete financial
statements; however, in the opinion of management of Childrobics, Inc. (the
"Company"), all adjustments consisting of normal recurring adjustments necessary
for a fair presentation have been made. The results of operations for the
interim periods are not necessarily indicative of the results for the full year.
These unaudited condensed financial statements should be read in conjunction
with the financial statements and notes, thereto, contained in the annual report
on Form 10-KSB for the year ended June 30, 1996 and Form 10-QSB for the period
ended September 30, 1996.
The consolidated financial statements include the accounts of the Company and
all of its subsidiaries. All material intercompany sales and related profits
have been eliminated.
Earnings per Share
- ------------------
Earnings per share for all periods have been presented based on the weighted
average number of shares outstanding. Stock options and warrants have not been
included since their effect would have been anti-dilutive.
Reclassifications
- -----------------
Prior year revenues and costs have been reclassified to reflect the gross
proceeds from the Company's route operations . Previously, the Company had
reported such amounts net of the facility owner's charge.
Note 3 - Inventory
- ------------------
Inventory consisted of the following:
December 31,
1996
------------
Equipment $334,352
Parts 41,587
-----------
Total $375,939
========
Note 4 - Property and Equipment
- --------------------------------
Property and equipment consisted of the following:
December 31,
1996
------------
Equipment $7,579,576
Leasehold improvements 22,517
Machinery 598,900
Furniture and fixtures 187,659
----------
sub-total 8,388,652
Accumulated depreciation (2,338,065)
----------
Net property and equipment $6,050,587
==========
8
<PAGE>
CHILDROBICS, INC.
Notes to Consolidated Financial Statements
Note 5 - Additional Investment in Just Kiddie Rides, Inc.
- ---------------------------------------------------------
As part of the merger with Just Kiddie Rides, Inc. ("Just Kiddie"), the Company
agreed, on October 3, 1996, to issue 200,001 shares of the Company common stock
to a lender and stock option holder of Just Kiddie and issue a 36 month note
payable with interest at 8.75% for $62,500. Such option was granted by Just
Kiddie in 1993 as an inducement to grant an equipment loan for $300,000. The
issuance of the Company's Common Stock and note payable increased the Company's
investment in Just Kiddie by $162,500 and was accounted for as additional
goodwill in the quarter ended December 31, 1996.
Note 6 - Director's Compensation
- --------------------------------
In July and October 1996, the Company's two independent directors received a
total of 1,400,000 stock options to purchase Common Stock. Such options were
valued at $1,040,000 and vest over a five year period. Pursuant to FAS 123, the
Company will recognize compensation expense for such options as they vest. For
the three month period ended December 31, 1996, the Company recorded
compensation expense of $208,000 for such options.
Note 7- Income Taxes
- --------------------
No provision for income taxes has been made because of the Company's net loss
position. Income tax accounting standards require the establishment of a
deferred tax asset for all deductible temporary differences and operating loss
carryforwards. Due to operating losses, any deferred tax asset established would
require a corresponding valuation allowance of the same amount. Accordingly, no
deferred asset is reflected in these consolidated financial statements.
9
<PAGE>
CHILDROBICS, INC.
Management's Discussion and Analysis
of Financial Condition and Results of Operations
General
- -------
Merger
- ------
On September 30, 1996 the Company completed a merger with Just Kiddie Rides,
Inc. ("Just Kiddie"). The Company issued 5,000,000 restricted shares of Common
Stock, issued a five year $750,000 note payable with interest at 12% annually
for the first two years and principle and interest for the remaining three years
and paid $250,000 related to a covenant not to compete. As part of the merger,
the Company agreed, on October 3, 1996, to issue 200,001 shares of the Company
Common Stock to a lender and stock option holder of Just Kiddie and issue a 36
month note payable for $62,500 with interest at 8.75%. Such option was granted
by Just Kiddie in 1993 as an inducement to grant an equipment loan for $300,000.
The issuance of the Company's Common Stock and note payable increased the
Company's investment in Just Kiddie by $162,500 and was accounted for as
additional goodwill in the quarter ended December 31, 1996.
A significant amount of management time during the Current Three Month Period
has been devoted to merging the two company's operations together, dealing with
problems associated with discontinued operations and moving into a new 38,000
square foot facility in Hauppauge, N.Y. It is anticipated that once these issues
have been resolved management's focus will be entirely on growing the business
by penetrating new markets and improving the Company's returns.
Financing Agreement
- -------------------
On September 30, 1996, the Company entered into a Financing Agreement with three
financial institutions (the "Lender") pursuant to which the Lender agreed to
provide the Company with financing in the amount of $1,500,000 with interest
payable at 12% annually for the first two years and interest and principle for
the remaining three years of the note. The financing agreement closed on October
3, 1996.
In exchange for such financing, the Company granted to the Lender, for nominal
consideration, warrants representing the right to purchase 5,000,000 restricted
shares of Common Stock, at any time on or before September 30, 2003, at an
aggregate exercise price of $100. The warrants were exercised in full and, as a
consequence, the Company recorded a Debt Discount equal to the fair market value
of the shares issued and will amortize such amount over the life of the loan, or
a total of $2,606,000. The Company amortized $119,620 in the three month period
ended December 31, 1996.
Results of Operations
- ---------------------
Total revenues for the three month period ended December 31, 1996 (the "Current
Three Month Period") were $2,211,760 compared to $1,643,477 for the three month
period ended December 31, 1995 (the "Prior Three Month Period") which represents
a $568,283 increase, or 35%. The increase was due principally to the merger with
Just Kiddie on September 30, 1996, offset by a decrease in the Company's
existing equipment sales segment. Just Kiddie had total revenues for the period
of $1,061,895 for the Current Period. The Company reported a net loss of
$1,212,434, or $.08 per share, for the Current Three Month Period compared to a
net loss of $766,475, or $.18 per share, for the Prior Three Month Period.
Included in the Prior Three Month Period results were losses from discontinued
operations of $312,574.
Sales in the Company's route operations were $1,213,909 for the Current Three
Month Period compared to $463,739 for the Prior Three Month Period, or an
increase of $750,170. Sales
10
<PAGE>
CHILDROBICS, INC.
contributed by Just Kiddie in this segment were $632,069. Sales contributed by
existing operations in this segment were up by $134,538 over the Prior Three
Month Period from $463,739 to $581,840 due to a greater number of machines on
route in the Current Three Month Period compared to the Prior Three Month
Period.
Sales from equipment and rides were $997,851 for the Current Three Month Period
compared to $1,179,738 for the Prior Three Month Period. Sales contributed by
Just Kiddie in this segment were $429,826. Such sales were below historical
levels due to a hurricane in Puerto Rico which shut down the Company's only
producer of kiddie rides for approximately one and one half months. The Company
estimates that it lost approximately $300,000 in kiddie ride sales as a result
of this hurricane. Sales for the Current Three Month Period from existing
operations were $551,588 representing a decrease of $628,150 in this segment
principally as a result of the loss of Company's then largest customer which
historically had contributed approximately 45% of total Company sales over the
previous two year period. The Company is in the process of addressing this
problem and anticipates that it will be able to reverse this trend in the near
future, however, there can be no assurance that it will be successful.
Total Company gross profits for the Current Three Month Period were $179,199, or
8.1% of total sales, compared to a gross loss of $13,000 for the Prior Three
Month Period. Although current period margins have improved compared to the
prior year, in general, the Company believes that there is still substantial
room for improvement. Current period margins were impacted by the recent change
in company management resulting from the merger of the Company and Just Kiddie,
its continuing cash flow problems which prevented the Company from acquiring
sufficient equipment for its routes and for resale and the loss of certain
customers on its route operations due to the Company's previous operating
history before the merger. The Company believes these problems are short term in
nature. For the Current Three Month Period, Just Kiddie contributed $32,977 in
gross profits.
For the Current Three Month Period the Company's route operations incurred a
gross loss of $56,389 compared to a gross loss of $34,821 for the Prior Three
Month Period. Just Kiddie also incurred a gross loss of $31,347 during the
period. Margins during this quarter in this segment are historically low due to
seasonality. Customarily, the Company sees its sales drop in September and
October due to children returning to school and in December due to traditional
Christmas shopping.
Gross profits for the Current Three Month Period in the Company's equipment and
rides segment were $235,588, or 24%, compared to $21,821, or 2%. Current Period
margins for Just Kiddie were adversely impacted by the previously mentioned
hurricane in Puerto Rico which the Company estimates reduced gross profit by
approximately $75,000.
Total operating expenses were $1,043,390, or 47% of gross sales, in the Current
Three Month Period compared to $389,128, or 24% of gross sales for the Prior
Three Month Period. The principal components for the Current Three Month Period
were: personnel costs of $327,000, directors stock option compensastion of
$208,000, travel and auto expenses of $108,800, rent, utilities and facility
costs of $84,000, professional fees of $79,100, general office expenses of
$75,000, advertising of $63,600, insurance of $37,400 and losses associated with
the write down of leasehold improvements of $25,600. Just Kiddie's share of
these expenses were $489,122. The principal components in the Prior Three Month
Period were: personnel costs of $295,200, professional fees of $70,500,
advertising and travel of $10,700 and insurance of $5,500. In December 1996, the
Company vacated two former facilities, both in Farmingdale, N.Y., which
11
<PAGE>
CHILDROBICS, INC.
were inadequate for its current needs and occupied a 38,000 square foot facility
in Hauppauge, N.Y.
The Company incurred interest expense of $178,570 in the Current Three Month
Period related to certain equipment notes, several lines of credit from banks
and a capitalized lease. Just Kiddie's portion of the total interest expense was
$67,517. Interest expense for the Prior Three Month Period of $21,690 was
attributable to existing equipment loans the Company had during that period.
Amortization expense for the Current Three Month Period totalled $169,673 which
was composed of amortization related to organization expenses for the Group Coin
acquisition in March 1995 of $5,030, a non-compete agreement issued in the Just
Kiddie merger of $10,416, goodwill of $34,607 and amortizion of deferred debt
expense of $119,620 related to the 5,000,000 restricted shares of Common Stock
given to the Lender of the $1,500,000 loan the Company received on October 3,
1996.
No provision for income taxes has been made because of the Company's net loss
position.
Liquidity and Financial Condition
- ----------------------------------
The Company used $1,280,292 from continuing operations principally to fund a net
loss of $1,272,434, offset by non-cash charges of $525,075 for depreciation and
amortization, $208,000 related to director's stock option compensation and the
paydown of $845,179 in trade payables. In addition, the Company incurred a loss
from discontinued operations of $93,395 offset by proceeds received from the
sales of discontinued operations of $391,054.
The Company received net proceeds of $193,411 by disposing of old equipment used
on its routes which it then used to purchase $137,466 of new and updated
equipment which the Company anticipates will produce higher returns in the
future.
During the Current Three Month Period, the Company obtained $22,851 in
additional funding related to a truck loan, received permission from a lender to
rollover $7,533 of interest into an existing equipment loan, incurred $65,380 in
expenses related to the issuance of 10,200,001 shares which was charged to
Additional Paid in Capital and used its remaining cash reserves to make debt
repayments of $440,427.
As of December 31, 1996, the Company had utilized all of the $1,402,111 in cash
and cash equivilants it had as of September 30, 1996, all of which had come from
the $1,500,000 loan dated September 30, 1996 and had a working capital deficit
of $2,953,880. The Company is attempting to refinance its existing debt
obligations and/or obtain funding in the form of a bridge loan in anticipation
of additional equity financings. The Company has received several proposals for
additional equity investments in the Company. There can be no assurances
provided that the Company will be successful in its attempt to complete these
plans nor can there be any time table given as to when these plans will be
implemented.
12
<PAGE>
CHILDROBICS, INC.
PART II. OTHER INFORMATION
Item 5 - Other Information
- --------------------------
None.
Item 6 - Exhibits and Reports on Form 8-K.
- ------------------------------------------
(a) Exhibits.
None
(b) Reports on Form 8-K
1) Form 8-K dated December 16, 1996 in which the Company filed Amendment
No. 1 to the Current Report on Form 8-K/A dated September 26, 1996.
2) Form 8-K dated November 7, 1996 in which the Company
reported that it had changed its year end from June 30 to
September 30.
13
<PAGE>
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, thereunto duly authorized.
CHILDROBICS, INC.
(Registrant)
February 14, 1996 /s/ Gerard A. Reda
-----------------------------------------
Gerard A. Reda
President and Chief Executive Officer
February 14 , 1996 /s/ Marie Cerulli
-----------------------------------------
Marie Cerulli
Chief Financial Officer
14
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-END> DEC-31-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 357,205
<ALLOWANCES> (694,164)
<INVENTORY> 375,939
<CURRENT-ASSETS> 1,149,435
<PP&E> 8,388,652
<DEPRECIATION> (2,338,065)
<TOTAL-ASSETS> 12,758,006
<CURRENT-LIABILITIES> 4,103,315
<BONDS> 3,750,693
0
0
<COMMON> 155,550
<OTHER-SE> 4,748,448
<TOTAL-LIABILITY-AND-EQUITY> 12,758,006
<SALES> 2,211,760
<TOTAL-REVENUES> 2,211,760
<CGS> 1,965,400
<TOTAL-COSTS> 1,170,551
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 348,243
<INCOME-PRETAX> (1,272,434)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,272,434)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,272,434)
<EPS-PRIMARY> ($0.08)
<EPS-DILUTED> ($0.08)
</TABLE>
