10QSB, 2000-05-19
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                             Washington, D.C. 20549

                                   FORM 10-QSB

               Quarterly Report Filed Under Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

For the quarterly period ended                            Commission File Number
        March  31, 2000                                            1-13752
- ---------------------------------                                  -------

                            SMITH-MIDLAND CORPORATION
                             (Name of Small Business
                       Issuer As Specified In Its Charter)

                 Delaware                                       54-1727060
- -----------------------------------------                       ----------
(State or Other Jurisdiction of                              (I.R.S. Employer
 Incorporation or Organization)                           Identification Number)

                 Route 28, P.O. Box 300, Midland, Virginia 22728
                    (Address of Principal Executive Offices)

                                 (540) 439-3266
                (Issuer's Telephone Number, Including Area Code)

         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 reports),  and (2)
has been subject to such filing requirements for the past 90 days.

                  Yes   X                 No
                      -------                -------

         As of May 15, 2000,  the Company had  outstanding  3,050,798  shares of
Common Stock, $.01 par value per share.

                            SMITH-MIDLAND CORPORATION

PART I.  FINANCIAL INFORMATION                                       PAGE NUMBER

         Item 1.  Financial Statements

                    Consolidated Balance Sheets;                            1
                    March 31, 2000 (Unaudited);
                    and December 31, 1999 (Audited)

                    Consolidated Statements of Operations                   2
                    (Unaudited); Three months ended
                    March 31, 2000  and 1999

                    Consolidated Statements of Cash Flows                   3
                    (Unaudited); Three months ended
                    March 31, 2000 and 1999

                    Notes to Consolidated Financial Statements (Unaudited)  4

         Item 2. Management's Discussion and Analysis or Plan of Operation  7


         Item 1.  Legal Proceedings                                         11

         Item 2.  Changes in Securities and Use of Proceeds                 11

         Item 3.  Defaults Upon Senior Securities                           11

         Item 4.  Submission of Matters to a Vote of Security Holders       11

         Item 5. Other Information                                          11

         Item 6.  Exhibits and Reports on Form 8-K                          11

         Signatures                                                         12


                         PART I - Financial Information
Item 1.  Financial Statements
                                       Consolidated Balance Sheets
                                                                     March 31,              December 31,
         Assets                                                        2000                     1999
                                                                   -----------              -----------
Current assets:
<S>                                                                <C>                      <C>
   Cash and cash equivalents                                       $   719,032              $   374,190
   Accounts receivable:
     Trade - billed, less allowances for doubtful accounts of
       $316,127 and $323,474                                         3,444,092                3,557,938
     Trade - unbilled                                                   31,610                  123,332
     Raw materials                                                     436,098                  493,979
     Finished goods                                                  1,112,729                1,013,958
   Prepaid expenses and other assets                                    57,135                   46,656
                                                                   -----------              -----------
Total current assets                                                 5,800,696                5,610,053
                                                                   -----------              -----------

Property and equipment, net                                          2,595,030                2,608,145
                                                                   -----------              -----------

Other assets:
   Note receivable, officer                                            638,347                  638,347
   Other                                                               314,345                  317,845
                                                                   -----------              -----------
         Total other assets                                            952,692                  956,192
                                                                   -----------              -----------
       Total Assets                                                $ 9,348,418              $ 9,174,390
                                                                   ===========              ===========

         Liabilities and Stockholders' Equity
Current liabilities:
   Current maturities of notes payable                             $   751,322              $   228,025
   Accounts payable -- trade                                         1,442,204                1,690,853
   Accrued expenses and other liabilities                            1,386,102                1,324,021
   Customer deposits                                                   211,116                  172,914
                                                                   -----------              -----------
     Total current liabilities                                       3,790,744                3,415,813
Notes payable -- less current maturities                             4,298,296                4,350,644
Notes payable -- related parties                                        94,532                   96,875
                                                                   -----------              -----------
     Total Liabilities                                               8,183,572                7,863,332
                                                                   -----------              -----------

Stockholders' equity:
   Preferred stock, $.01 par value, authorized 1,000,000 shares,
     none outstanding                                                     --                       --
   Common stock, $.01 par value, authorized 8,000,000 shares,
     issued and outstanding 3,050,798 and 3,044,798                     30,917                   30,857
   Additional capital                                                3,453,222                3,450,085
   Treasury Stock                                                     (102,300)                (102,300)
    Retained earnings (deficit)                                     (2,216,993)              (2,067,584)
                                                                   -----------              -----------
     Total Stockholders' Equity                                      1,164,846                1,311,058
                                                                   -----------              -----------
       Total Liabilities and Stockholders'  Equity                 $ 9,348,418              $ 9,174,390
                                                                   ===========              ===========

         The accompanying notes are an integral part of these consolidated financial statements.

                            Consolidated Statements of Operations

                                                                Three Months Ended
                                                                     March 31,
                                                           2000                    1999
                                                       -----------              -----------
<S>                                                    <C>                      <C>
Revenue                                                $ 2,474,448              $ 3,458,524

Cost of goods sold                                       1,913,637                2,735,426
                                                       -----------              -----------

Gross profit                                               560,811                  723,098
                                                       -----------              -----------

Operating expenses:
     General and administrative expenses                   602,094                  482,158
     Selling expenses                                       97,037                  159,775
                                                       -----------              -----------

     Total operating expenses                              699,131                  641,933
                                                       -----------              -----------

Operating income (loss)                                   (138,320)                  81,165
                                                       -----------              -----------

Other income (expense):
     Royalties                                              79,888                   50,569
     Interest expense                                     (136,125)                (118,572)
     Interest income                                        14,153                   19,525
     Other                                                  30,998                   (4,566)
                                                       -----------              -----------

         Total other income (expense)                      (11,086)                 (53,044)
                                                       -----------              -----------

Income (loss) before income taxes                         (149,406)                  28,121
Income tax expense                                            --                       --
                                                       -----------              -----------

         Net income                                    $  (149,406)             $    28,121
                                                       ===========              ===========

Basic and diluted income per share                     $      (.05)             $       .01
                                                       ===========              ===========

Weighted average common shares outstanding               3,050,798                3,044,798
                                                       ===========              ===========

   The accompanying notes are an integral part of these consolidated financial statements.

                                   Consolidated Statements of Cash Flows
                                                                               Three Months Ended
                                                                                   March 31,
                                                                         2000                     1999
                                                                     -----------              -----------
Cash flows from operating activities:
<S>                                                                  <C>                      <C>
     Cash received from customers                                    $ 2,798,106              $ 3,465,891
     Cash paid to suppliers and employees                             (2,756,188)              (3,460,336)
     Interest paid                                                      (136,125)                (118,572)
     Other                                                                45,151                    4,571
                                                                     -----------              -----------

       Net cash (absorbed) by operating activities                       (49,056)                (108,446)
                                                                     -----------              -----------

Cash flows from investing activities:
     Purchases of property and equipment                                 (78,297)                (352,855)
     (Increase) decrease in officer note receivable                         --                       --
                                                                     -----------              -----------
       Net cash absorbed by investing activities                         (78,297)                (352,855)
                                                                     -----------              -----------

Cash flows from financing activities:
     Proceeds from bank borrowings                                       515,211                   75,000
     Repayments of borrowings - related party                             (2,343)                  (3,258)
     Repayments of bank borrowings                                       (44,263)                 (22,430)
     Proceeds from issuance of common stock, net                           3,590                     --
                                                                     -----------              -----------
       Net cash provided by financing activities                         472,195                   49,312
                                                                     -----------              -----------

Decrease in cash - restricted                                               --                    387,462
                                                                     -----------              -----------
Net increase (decrease) in cash and cash equivalents                     344,842                  (24,527)

Cash and cash equivalents at beginning of period                         374,190                  207,661
                                                                     -----------              -----------

Cash and cash equivalents at end of period                           $   719,032              $   183,134
                                                                     ===========              ===========

Reconciliation of net income (loss) to net cash provided
         (absorbed) by operating activities:

Net income (loss)                                                    $  (149,406)             $    28,121
Adjustments to reconcile net income (loss) to net cash
     provided  (absorbed) by operating activities:
       Depreciation and amortization                                      91,017                   79,712
       Decrease (increase) in other assets                                 3,500                  (21,664)
       Decrease (increase) in:
         Accounts receivable - billed                                    113,846                    5,119
         Accounts receivable - unbilled                                   91,722                  (48,616)
         Inventories                                                     (40,890)                (136,474)
         Prepaid expenses and other assets                               (10,479)                 (43,381)
       Increase (decrease) in:
         Accounts payable - trade                                       (248,649)                  74,771
         Accrued expenses and other liabilities                           62,081                  (46,329)
         Customer deposits                                                38,202                      215
                                                                     -----------              -----------

Net cash provided (absorbed) by operating activities                 $   (49,056)             $  (108,446)
                                                                     ===========              ===========

          The accompanying notes are an integral part of these consolidated financial statements.

                   Notes to Consolidated Financial Statements

                                 March 31, 2000

Basis of Presentation

     As permitted by the rules of the  Securities and Exchange  Commission  (the
"Commission")  applicable to quarterly  reports on Form 10-QSB,  these notes are
condensed  and do not contain all  disclosures  required by  generally  accepted
accounting  principles.  Reference should be made to the consolidated  financial
statements and related notes included in the Smith-Midland  Corporation's Annual
Report on Form 10-KSB for the year ended December 31, 1999.

     In the opinion of management of Smith-Midland  Corporation (the "Company"),
the accompanying  financial  statements  reflect all adjustments which were of a
normal  recurring  nature  necessary  for a fair  presentation  of the Company's
results of operations for the three-month periods ended March 31, 2000 and 1999.

     The results disclosed in the consolidated  statements of operations are not
necessarily indicative of the results to be expected for any future periods.

Principles of Consolidation

     The Company's  accompanying  consolidated  financial statements include the
accounts of Smith-Midland  Corporation,  a Delaware corporation,  and its wholly
owned subsidiaries:  Smith-Midland Corporation, a Virginia corporation; Easi-Set
Industries,  Inc., a Virginia corporation;  Smith-Carolina  Corporation, a North
Carolina corporation; Concrete Safety Systems, Inc., a Virginia corporation; and
Midland  Advertising & Design,  Inc., a Virginia  corporation.  All  significant
inter-company accounts and transactions have been eliminated in consolidation.


       Certain reclassifications have been made to the prior years' consolidated
financial statements to conform to the 2000 presentation.


     Inventories are stated at the lower of cost, using the first-in,  first-out
(FIFO) method, or market.

Property and Equipment

     Property and equipment, net is stated at depreciated cost. Expenditures for
ordinary  maintenance  and repairs are charged to income as  incurred.  Costs of
betterments,  renewals,  and major  replacements  are  capitalized.  At the time
properties are retired or otherwise  disposed of, the related cost and allowance
for  depreciation  are  eliminated  from  the  accounts  and any gain or loss on
disposition is reflected in income.

Depreciation  is computed  using the  straight-line  method  over the  following
estimated useful lives:


       Buildings.................................................  10-33
       Trucks and automotive equipment...........................   3-10
       Shop machinery and equipment..............................   3-10
       Land improvements.........................................  10-30
       Office equipment..........................................   3-10

Income Taxes

     The  provision  for  income  taxes  is based on  earnings  reported  in the
financial statements.  A deferred income tax asset or liability is determined by
applying  currently  enacted tax laws and rates to the expected  reversal of the
cumulative  temporary  differences  between  the  carrying  value of assets  and
liabilities for financial statement and income tax purposes. Deferred income tax
expense is measured by the change in the deferred  income tax asset or liability
during the year.

     No  provision  for income taxes has been made for the  three-month  periods
ended March 31, 2000 and 1999 as the Company does not expect to incur income tax
expense for fiscal year 2000 and did not incur income tax expense in fiscal year

Revenue Recognition

     The  Company  primarily  recognizes  revenue  on the  sale of its  standard
precast concrete  products at shipment date,  including revenue derived from any
projects to be completed under short-term  contracts.  Installation services for
precast  concrete  products,  leasing and royalties are recognized as revenue as
they are earned on an accrual basis.  Licensing  fees are  recognized  under the
accrual  method  unless  collectibility  is in doubt,  in which event revenue is
recognized as cash is received.  Certain  sales of soundwall  and  SlenderwallTM
concrete products are recognized upon completion of production and customer site
inspections. Provisions for estimated losses on contracts are made in the period
in which such losses are determined.



     The preparation of these financial  statements  requires management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities at the date of the financial  statements and the reported amounts of
revenues and expenses. Actual results could differ from those estimates.

Net Income (Loss) Per Share

     Basic income per share is computed by dividing  income  available to common
stockholders by the weighted average number of common shares outstanding for the
period.  Diluted  income per share  reflects the  potential  dilutive  effect of
securities that could share in earnings of an entity.  At March 31, 2000,  there
was no material dilutive effect on income per share.


Item 2.    Management's Discussion and Analysis or Plan of Operation


     The Company generates revenues primarily from the sale, licensing, leasing,
shipping and  installation of precast  concrete  products for the  construction,
utility and farming  industries.  The Company's  operating strategy has involved
producing  innovative  and  proprietary  products,  including  SlenderwallTM,  a
patented,  lightweight,  energy efficient concrete and steel exterior wall panel
for  use in  building  construction;  J-J  HooksTM  Highway  Safety  Barrier,  a
patented,  positive-connected  highway  safety  barrier;  Sierra  Wall,  a sound
barrier primarily for roadside use; and  transportable  concrete  buildings.  In
addition,   the  Company  produces   utility  vaults,   farm  products  such  as
cattleguards  and water and feed  troughs,  and custom  order  precast  concrete
products with various architectural surfaces.

         In 1998,  the Company  began work on a contract to renovate the Bradley
Hall building at Rutgers University (the "Bradley Hall project").  This project,
which was  completed  in October  1999,  involved  the design,  production,  and
installation of Slenderwall  panels by the Company.  While executing the Bradley
Hall project, the original structure was found to be not structurally sufficient
to support the  installation of the Slenderwall  panels as originally  designed.
This lead to cost  overruns  relating to re-design of the panels,  production of
the panels  with  additional  steel and  reinforcing,  and  installation  costs.
Management  estimates  that the cost overruns to the Company for the project are
approximately  $1.6 million and estimates  that the total loss on the job before
recovery on any claims by the Company is approximately $1.45 million,  which has
been booked in its  entirety  as of  December  31,  1999.  In 1999,  the general
contractor  filed claims on the Company's  behalf in the amount of $1.1 million.
As of March 31,  2000,  $497,000  of the  contract  claim has been  included  in
accounts  receivable.  The Company is currently involved in litigation over this
matter,  and there can be no  assurance  that the loss will not exceed the $1.45
million  estimate or that the Company  will be able to collect any of its claim.
The Company believes that, based on prior  experience in claims  settlement,  it
will ultimately collect the recorded claim receivable.

     This Form 10-QSB contains  forward-looking  statements  which involve risks
and  uncertainties.  The Company's actual results may differ  significantly from
the results discussed in the forward-looking  statements and the results for the
three months ended March 31, 2000 are not necessarily  indicative of the results
for the Company's operations for the year ending December 31, 2000. Factors that
might cause such a difference  include,  but are not limited to, product demand,
the impact of competitive products and pricing,  capacity and supply constraints
or  difficulties,  general business and economic  conditions,  the effect of the
Company's  accounting  policies and other risks detailed in the Company's Annual
Report on Form  10-KSB  and  other  filings  with the  Securities  and  Exchange


Results of Operations

     Three months ended March 31, 2000  compared to the three months ended March
31, 1999

     For the three months ended March 31, 2000, the Company had total revenue of
$2,474,448  compared to total revenue of  $3,458,524  for the three months ended
March 31,  1999,  a  decrease  of  $984,076  or 28%.  Total  product  sales were
$2,211,166  for the three months ended March 31, 2000 compared to $2,669,489 for
the  same  period  in  1999,  a  decrease  of  $458,323  or  17%.  Shipping  and
installation  revenue was $263,282 for the three months ended March 31, 2000 and
$789,035  for the same  period in 1999,  a decrease  of  $525,753,  or 67%.  The
reduction in revenue for the period ending March 31, 2000 was  attributable to a
lower volume of sales in most product  categories,  as well as a decrease in the
sales of products requiring installation,  such as Slenderwall(TM)  construction
panels and Easi-Set precast  transportable  buildings.  In addition, in 1999 the
company had a number of larger project contracts, such as Bradley Hall, which it
did not have in 2000.

     Total  cost of goods sold for the three  months  ended  March 31,  2000 was
$1,913,637,  a decrease of $821,789, or 30% from $2,735,426 for the three months
ended March 31, 1999.  The  decrease  was a result of the  reduction in revenue.
Total cost of goods sold, as a percentage of total revenue, decreased to 77% for
the three months ended March 31, 2000, from 79% for the three months ended March
31, 1999.  The cost of products  sold  averaged  73% in 2000  compared to 77% in
1999;  however  this  decrease  was offset in part by the cost of  shipping  and
installation  services which exceeded  shipping and installation  revenue in the
2000 period by $40,802, primarily due to the low volume.

     For the three  months  ended  March 31,  2000,  the  Company's  general and
administrative  expenses increased  $119,936,  or 25%, to $602,094 from $482,158
during the same period in 1999 The majority of the decrease  was  attributed  to
two factors. The first was higher personnel costs, including fringe benefits and
recruitment expense, and the second was higher insurance costs.

     Sales and  marketing  expenses  for the three  months  ended March 31, 2000
decreased  $62,738 to $97,037 from $159,775 for the three months ended March 31,
1999, primarily as a result of reductions in staff with the related reduction in
salaries and fringe benefits.

     The Company's  operating loss for the three months ended March 31, 2000 was
$(138,320),  compared to operating  income of $81,165 for the three months ended
March 31, 1999, a decrease of $219,485.  The operating income reduction resulted
from a 22%  decrease in gross  profit  combined  with a 9% increase in operating

     Royalty income  totaled  $79,888 for the three months ended March 31, 2000,
compared to $50,569 for the same three months in 1999.  The increase of $29,319,
or 58%, was due to a higher volume of product sales by licensees.


       Interest  expense was $136,125 for the three months ended March 31, 2000,
compared to $118,572 for the three months ended March 31, 1999.  The increase of
$17,553,  or 15%,  was due to the higher  level of total debt at March 31,  2000
compared  March 31,  1999 and  slightly  higher  interest  rates in the  current

     The net loss was  $149,406  for the three  months  ended  March  31,  2000,
compared  to net income of  $28,121  for the same  period in 1999.  Net loss per
share for the 2000 three month period was $0.05 compared to net income per share
of $0.01 for the three months ended March 31, 1999.

Liquidity and Capital Resources

     The Company has financed its capital expenditures,  operating  requirements
and growth to date primarily with proceeds from  operations,  and bank and other
borrowings.  The Company had  $5,144,150 of  indebtedness  at March 31, 2000, of
which $751,322 was scheduled to mature within twelve months.

     In June 1998, the Company  successfully  restructured  substantially all of
its debt  into one  $4,000,000  note  with  First  International  Bank  ("FIB"),
formerly  the First  National  Bank of New England,  headquartered  in Hartford,
Connecticut.  The  Company  closed on this loan on June 25,  1998.  The  Company
obtained a twenty three year term on this note at 1.5% above  prime,  secured by
equipment  and  real  estate.  The term of the note  dramatically  improved  the
Company's current debt ratio and debt service. The loan is guaranteed in part by
the U.S.  Department of Agriculture  Rural  Business-Cooperative  Service's loan
guarantee.  Under the terms of the note,  the Company's  unfinanced  fixed asset
expenditures  are  limited  to  $300,000  per year for a five  year  period.  In
addition, FIB will permit chattel mortgages on purchased equipment not to exceed
$200,000  on an  annual  basis so long as the  Company  is not in  default.  The
Company  was also  granted a  $500,000  operating  line of  credit by FIB.  This
commercial  revolving promissory note, which carries a variable interest rate of
1% above prime was extended in May 2000,  and now has a maturity date of July 1,
2000.  On December  20, 1999,  the Company  secured an  additional  term loan of
$500,000 from FIB. The term loan is payable in monthly  installments over a five
year period and carries an interest rate of 1.75% above prime.

     Capital  spending  decreased to $78,297 in the quarter ended March 31, 2000
from  $352,855 in the  comparable  period of the prior year,  primarily  for the
completion  of a 16,000  square foot plant  addition to its facility in Midland,
Virginia.  This plant  addition was financed  primarily  with  restricted  funds
received in 1998 as part of the $4,000,000 FIB loan as mentioned above.  Planned
capital  expenditures  for  2000 are  limited  as  stated  above by the FIB loan
agreement.  No other  significant cash commitments for capital  expenditures are
planned in 2000.


     As a result of the  Company's  substantial  debt  burden,  the  Company  is
especially  sensitive to changes in the prevailing interest rates.  Fluctuations
in such interest rates may materially and adversely affect the Company's ability
to finance its operations either by increasing the Company's cost to service its
current  debt,  or by creating a more  burdensome  refinancing  environment,  if
interest rates should increase.

     The Company's cash flow from operations is affected by production schedules
set by contractors,  which generally provide for payment 45 to 75 days after the
products are produced.  This payment schedule has resulted in liquidity problems
for the Company  because it must bear the cost of  production  for its  products
long  before it receives  payment.  In the event cash flow from  operations  and
existing credit facilities are not adequate to support  operations,  the Company
is currently investigating  alternative sources of both short-term and long-term
financing, for which there can be no assurance of obtaining.

Other Comments

     The Company  services the construction  industry  primarily in areas of the
United States where construction activity is inhibited by adverse weather during
the winter. As a result, the Company traditionally  experiences reduced revenues
from December  through March and realizes the  substantial  part of its revenues
during the other months of the year.  The Company  typically  experiences  lower
profits,  or losses,  during the winter months, and must have sufficient working
capital to fund its operations at a reduced level until the spring  construction
season.  However,  as of May 19, 2000, the Company's  backlog was  approximately
$4.7   million,   of  which  $2.4  million   represents   firm   contracts   for
Slenderwall(TM) and architectural  pre-cast concrete products,  versus a backlog
of  $4.8  million  and  $600,000  in  firm  contracts  for  Slenderwall(TM)  and
architectual  precast concrete  products for the comparable  period in 1999. The
majority  of the  projects  relating  to this  backlog  as of May 19,  2000  are
contracted to be constructed in 2000.

     Management believes that the Company's  operations have not been materially
affected by inflation.


                           PART II - Other Information

Item 1.  Legal Proceedings.  None

Item 2.  Changes in Securities and Use of Proceeds.  None

Item 3.  Defaults Upon Senior Securities.  None

Item 4.  Submission of Matters to a Vote of Security Holders.   None

Item 5.  Other Information.  None.

Item 6.  Exhibits and Reports on Form 8-K.
             A. The following Exhibits are filed herewith:

                      Exhibit No.                             Title
                      -----------                             -----

                          27                           Financial Data Schedule



     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly

                            SMITH-MIDLAND CORPORATION

Date: May 19, 2000                        By: /s/ Rodney I. Smith
                                          Rodney I. Smith
                                          Chairman of the Board,
                                          Chief Executive Officer and President
                                          (principal executive officer)

Date: May 19, 2000                        By: /s/ Robert E. Albrecht, Jr.
                                          Robert E. Albrecht, Jr.
                                          Chief Financial Officer
                                          (principal financial and
                                          accounting officer)


<TABLE> <S> <C>

<ARTICLE>                     5

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-2000
<PERIOD-END>                                   MAR-31-2000
<CASH>                                         719,032
<SECURITIES>                                   0
<RECEIVABLES>                                  3,475,702
<ALLOWANCES>                                   316,127
<INVENTORY>                                    1,548,827
<CURRENT-ASSETS>                               5,800,696
<PP&E>                                         2,595,030
<DEPRECIATION>                                 91,017
<TOTAL-ASSETS>                                 9,348,418
<CURRENT-LIABILITIES>                          3,790,744
<BONDS>                                        0
<COMMON>                                       30,917
<OTHER-SE>                                     1,133,929
<TOTAL-LIABILITY-AND-EQUITY>                   9,348,418
<SALES>                                        2,474,448
<TOTAL-REVENUES>                               2,599,487
<CGS>                                          1,913,637
<TOTAL-COSTS>                                  2,612,768
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             136,125
<INCOME-PRETAX>                                (149,406)
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            (149,406)
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   (149,406)
<EPS-BASIC>                                    (.05)
<EPS-DILUTED>                                  (.05)

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