<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended ___September 30,1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _____________ to ____________
Commission file number _____________________________________
INTERUNION FINANCIAL CORPORATION
(Exact name of small business issuer as specified in its charter)
Delaware 52-2002396
(State or other jurisdiction of (IRS Employer Identification No.)
Incorporation or organization)
249 Royal Palm Way, Suite 301 H, Palm Beach, Fl 33480
(Address of principal executive offices) (Zip Code)
(561) 820 - 0084 (561) 655 - 0146
(Issuer's telephone number) (Issuer's Telecopier number)
------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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 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
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15 (d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: $0.001 Par Value Common Shares -
2,114,425 as of September 30,1999.
Transitional Small Business Disclosure Format (Check One) Yes [ ] No [X]
Page 1 of 9
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
INTERUNION FINANCIAL CORPORATION
UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT
FOR THE PERIOD ENDED SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
-------------------------- ------------------------
30-Sep-99 30-Sep-98 30-Sep-99 30-Sep-98
---------- --------- --------- ----------
<S> <C> <C> <C> <C>
REVENUE
Investment Banking ............................ 296,177 (8,523) 877,237 265,489
Investment Management ......................... 0 448,544 0 739,988
Interest Income ............................... 33,338 20,939 68,981 59,827
---------- -------- ------- ----------
329,515 460,960 946,218 1,065,304
---------- -------- ------- ----------
EXPENSES
Selling, General & Administration ............. 268,159 707,193 528,475 1,325,966
Amortization & Depreciation ................... 36,443 56,694 100,849 138,399
Foreign Exchange Loss (Gain) .................. 92,758 (88,737) (7,643) (62,797)
Interest Expense .............................. 24,812 43,815 49,229 115,763
---------- -------- ------- ----------
422,172 718,965 670,910 1,517,331
---------- -------- ------- ----------
P & (LOSS) FROM CONTIN. OPERATIONS BEF.I/ TAX ....... (92,657) (258,005) 275,308 (452,027)
GAIN ON SALE ON ISSUANCE OF SECURITY BY SUBS ........ 0 0 0 0
EQUITY IN NET EARN (LOSS) OF UNCONSOL. AFFILIATES ... (58,605) 0 (206,118) 0
EQUITY IN NET EARN (LOSS) OF CONSOL. AFFILIATES ..... 0 (36,577) 0 (24,995)
PROVISION FOR INCOME TAXES (RECOVERABLE) ............ 0 (2,548) 0 0
PROFIT (LOSS) FROM CONTINUOUS OPERATIONS ............ (151,262) (297,130) 69,190 (477,022)
GAIN (LOSS) FROM DISCONTINUED OPERATIONS ............ 0 0 0 0
GAIN (LOSS) ON DISPOSAL OF DISCONTINUED ASSETS ...... 0 0 0 0
NET PROFIT (LOSS) FOR THE PERIOD .................... (151,262) (297,130) 69,190 (477,022)
FOREIGN EXCHANGE TRANSLATION EFFECT ................. 7,526 (155,458) (18,963) (198,243)
RETAINED EARNINGS (DEFICIT) Beg. Of period .......... (1,769,787) (1,801,296) (1,963,750) (1,578,619)
RETAINED EARNINGS (DEFICIT) - END OF PERIOD ......... (1,913,523) (2,253,884) (1,913,523) (2,253,884)
FINANCIAL OVERVIEW
Common Shares Outstanding ..................... 2,114,425 1,935,945 2,114,425 1,935,945
Weighted Average Shares Outstanding - Basic ... 1,855,386 1,770,466 1,855,386 1,766,456
EPS - From Continuing Operations (Basic) ...... (0.082) (0.168) 0.037 (0.270)
EPS - From Discontinuing Operations (Basic) ... 0.00 0.00 0.00 0.00
EPS ........................................... (0.072) (0.153) 0.033 (0.246)
Weighted Average Common Shares Outstanding - .. 2,592,637
Diluted ....................................... 2,754,608 2,683,795 2,754,608
Weighted Average Preferred Shares Outstanding - 150,000 150,000 150,000 150,000
Diluted
EPS - From Continuing Operations (FD) ......... (0.082) (0.168) 0.025 (0.270)
</TABLE>
See Accompanying Notes to Unaudited Consolidated Financial Statements
Page 2 of 9
<PAGE> 3
INTERUNION FINANCIAL CORPORATION
UNAUDITED CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
As at September 30 As at March 31
--------------------------- ---------------------------
1999 1998 1999 1998
---------- ---------- ---------- ------------
<S> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and cash equivalent ................... 231,924 338,877 285,706 2,873,731
Marketable Securities ...................... 93,554 180,412 19,885,302 35,169,986
Due from brokers and dealers ............... 2,700,647 587,548 0 2,012
Due from Clients ........................... 279,988 153,223 93,183 715,871
Accounts Receivable ........................ 715,861 535,942 690,374 882,491
Refundable Income Taxes .................... 0 0 5,046 7,789
Prepaid expenses and other current assets .. 40,042 121,318 25,772 56,733
Notes receivable ........................... 1,057,433 415,456 973,315 616,579
Total Current Assets ....................... 5,119,449 2,332,776 21,958,698 40,325,192
NON-CURRENT ASSETS:
Property & equipment, net .................. 1,076,802 1,315,568 1,199,953 1,425,192
Notes receivable, non-current portion ...... 628,577 778,942 619,992 952,106
Other long-term assets ..................... 156,630 84,710 77,651 84,710
Investment in unconsolidated affiliates .... 5,625,295 4,156,363 5,591,892 3,488,322
Goodwill, net .............................. 0 1,999,918 0 2,468,210
Discontinued Assets ........................ 0 0 0 0
Total non-current assets ................... 7,487,304 8,335,501 7,489,488 8,418,540
TOTAL ASSETS .......................... 12,606,753 10,668,277 29,448,186 48,743,732
=========== =========== =========== ===========
LIABILITIES
CURRENT LIABILITIES:
Due to brokers and dealers ................. 0 145,225 18,899,072 34,663,322
Due to Clients ............................. 2,854,918 595,547 979,783 3,057,747
Accounts payable and accrued liabilities ... 244,397 219,489 253,476 1,063,956
Due to affiliates .......................... 833,386 0 776,213 0
Notes Payable, current portion ............. 56,635 731,548 0 1,703,441
Bank Loan .................................. 0 656,313 0 0
Total Current liabilities ............ 3,989,336 2,348,122 20,908,544 40,488,466
Due to Related Parties ........................... 0 522,566 0 0
OTHER LIABILITIES ................................ 0 68,852 0 77,033
NOTES PAYABLE, Long-term Portion ................. 628,577 614,944 619,992 1,485,801
Discontinued Liabilities ......................... 0 0 0 0
Deferred Income Tax Liability .................... 0 0 0 0
Total Liabilities ..................... 4,617,913 3,554,484 21,528,536 42,051,300
SHAREHOLDERS' EQUITY
Capital Stock and additional paid-in-capital 9,902,363 9,367,677 9,902,363 8,271,051
Accumulated Comprehensive Income ........... 0 (203,294) 0 0
Cumulative Translation Adjustment .......... (18,963) 0 (18,963) (5,051)
Retained Earnings (Deficit) ................ (1,894,560) (2,050,590) (1,963,750) (1,573,568)
Total Shareholders' Equity ................. 7,988,840 7,113,793 7,919,650 6,692,432
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY ... 12,606,753 10,668,277 29,448,186 48,743,732
=========== =========== =========== ===========
</TABLE>
See Accompanying Notes to Unaudited Consolidated Financial Statements
Page 3 of 9
<PAGE> 4
INTERUNION FINANCIAL CORPORATION
UNAUDITED CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
As at September 30, As at March 31
-------------------------- ----------------------------
30-Sep-99 30-Sep-98 31-Mar-99 31-Mar-98
---------- --------- ---------- -----------
<S> <C> <C> <C> <C>
SHAREHOLDERS' EQUITY
Class A Preferred Stock, $0.10 par value ............. 150,000 150,000 150,000 150,000
Authorized - 1,500,000 shares
Issued and outstanding - 1,500,000
Class B Preferred stock, $0.10 par value
Authorized - 1,000,000 shares
Issued and outstanding - None
Class C Preferred Stock, $0.10 par value
Authorized - 1,000 shares
Issued and outstanding - None
Common Stock, $0.001 par value
Authorized - 5,000,000 in 1999, 2,500,000 in 1998
Issued and outstanding - 2114, 425 in 1999, ..... 2,114 1,936 2,114 1,654
1,654,001 in 1998
Additional paid-in-capital ........................... 9,750,249 9,215,741 9,750,249 8,119,397
Accumulated Comprehensive Income ............... 0 (203,294) 0 0
CUMULATIVE TRANSLATION ADJUSTMENT .............. (18,963) 0 (18,963) (5,051)
ACCUMULATED DEFICIT ............................ (1,894,560) (2,050,590) (1,963,750) (1,573,568)
TOTAL SHAREHOLDERS' EQUITY .................... 7,988,840 7,113,793 7,919,650 6,692,432
=========== =========== =========== ===========
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY .... 12,606,753 10,668,277 29,448,186 48,743,732
=========== =========== =========== ===========
</TABLE>
See Accompanying Notes to Unaudited Consolidated Financial Statements
Page 4 of 9
<PAGE> 5
INTERUNION FINANCIAL CORPORATION
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED
<TABLE>
<CAPTION>
6 Months to 12 Months to
---------------------------- ---------------------------
30-Sep-99 30-Sep-98 31-Mar-99 31-Mar-98
----------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss) ........................................ 69,190 (477,022) (390,182) (15,287)
Adjustment to reconcile net profit (loss) to net
cash provided by (used in ) operating activities
Depreciation and amortization ...................... 100,849 138,399 200,171 240,886
Loss on equity investments ......................... 206,118 0 492,917 0
Gain on sale of securities by subsidiary ........... 0 0 (486,099) 0
Gain on disposal of discontinued operations ........ 0 0 0 (804,174)
Non cash compensation .............................. 0 0 87,500 60,000
Non cash expenses .................................. 0 0 40,000 0
Deferred income taxes .............................. 0 0 0 (85,000)
Unrealized loss (gain) in marketable securities .... (7,643) (11,813) (11,814) 159,831
----------- ----------- ----------- ----------
368,514 (350,436) (68,243) (443,744)
Changes in operating assets and liabilities net of effects
from the purchase/divestiture of IUAM Limited
Decrease (Increase) in due to/from brokers and
dealers, net........................................ (21,599,719) (35,103,633) (15,762,238) 1,814,508
Decrease (increase) in due to/from client, net ..... 1,688,330 (2,060,496) (1,455,276) 6,988,991
Decrease (increase) in marketable securities ....... 19,791,748 35,128,577 15,242,302 (5,871,852)
Decrease (increase) in accounts receivable and
other assets........................................ (34,711) 289,753 124,263 (452,610)
Inc (decrease) in a/c payable and accrued
liabilities......................................... (9,079) (844,467) (572,359) 633,103
Increase (decrease) in assets and liabilities
related to \ discontinued operations ........ 0 0 0 (287,734)
NET CASH PROVIDED BY (USED IN ) OPERATING ACTIVITIES .... 205,083 (2,940,702) (2,490,815) 2,380,662
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds on issuance of capital stock .......... 0 133,000 133,000 270,000
Increase (Decrease) in due to related parties ..... 57,173 522,566 771,109 0
Proceeds (repayment) of notes payable .............. (48,050) (541,847) (103,448) 1,508,712
Proceeds (repayment) of bank loan .................. 0 656,313 0 0
NET CASH PROVIDED BY FINANCING ACTIVITIES ................ 9,123 770,032 800,661 1,778,712
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of property and equipment, net ............ 0 0 (7,438) (2,032)
Purchase of long-term investment, net .............. (175,284) (364,184) (437,363) (485,336)
Cash acquired on acquisition of subsidiary ......... 0 0 0 151,922
Cash divested on sale of security by subsidiary .... 0 0 (195,304) 0
Investment in notes receivable ..................... (92,703) 0 (257,767) (1,299,935)
NET CASH USED IN INVESTING ACTIVITIES .................... (267,987) (364,184) (897,872) (1,635,381)
NET INCREASE (DECREASE) IN CASH .......................... (53,781) (2,534,854) (2,588,026) 2,523,993
CASH AND CASH EQUIVALENTS - BEG. OF PERIOD ............... 285,705 2,873,731 2,873,731 349,738
CASH AND CASH EQUIVALENTS - END OF PERIOD ................ 231,924 338,877 285,705 2,873,731
</TABLE>
See Accompanying Notes to Unaudited Consolidated Financial Statements
Page 5 of 9
<PAGE> 6
INTERUNION FINANCIAL CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1999
================================================================================
Interim information is unaudited; however, in the opinion of management, all
adjustments necessary for a fair statement of interim results have been included
in accordance with Generally Accepted Accounting Principles. All adjustments are
of a normal recurring nature unless specified in a separate note included in
these Notes to Unaudited Consolidated Financial Statements. The results for
interim periods are not necessarily indicative of results to be expected for the
entire fiscal year. These financial statements and notes should be read in
conjunction with the Company's annual consolidated financial statements and the
notes thereto for the fiscal year ended March 31, 1999 included in its Form
10-KSB for the year ended March 31,1999
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS
(1) OVERVIEW
Since the Company's interest has been reduced during the 1st quarter 2000 to 44%
of InterUnion Assets Management Ltd. ("IUAM"), as a result of C$10 million
capital injection by an institutional investor, IUAM is accounted for on the
equity method and is considered as part of the Company's merchant banking
activities.
During the first six months of fiscal 2000 (six months ending September
30,1999), InterUnion reported consolidated revenues of $946,218 versus $1.1
million a year earlier.
Selected financial data from InterUnion's financial statements is (figures in
000's except per share data):
<TABLE>
<CAPTION>
6 mos. Ended 6 mos. ended 6 mos. Ended
Sept.- 99 Sept.- 98 Sept. - 97
------------ ------------ -------------
<S> <C> <C> <C>
Revenues ............................ 946 1,065 2,664
Net Profit (Loss) ................... 69 (477) 914
EPS - Operations (basic) ........... 0.037 (0.27) 0.09
EPS - Discontinued Operations (basic) 0.00 0.00 0.67
EPS (basic) ......................... 0.037 (0.27) 0.77
Working Capital ..................... 1,130 (15) 1,418
Cash Flow ........................... 368 (350) 396
Total Assets ........................ 12,607 10,668 11,335
Shareholders' Equity ................ 7,989 7,114 6,254
Common Share, # ..................... 2,114,425 1,935,945 1,220,250
Book Value Per Share ................ 3.77 3.67 5.13
</TABLE>
(2) NET REVENUES
During the first six months of fiscal 2000 InterUnion reported consolidated
revenues of $946,218 versus $1.1 million a year earlier, for a decrease of 11%,
as the 1999 figure included the revenue from investment management as IUAM was a
100% subsidiary. Investment banking revenues have increased by 230% at $877,237
versus $265,489, reflecting the ability of management to provide cash flow
through agency and principal trading activity, advisory services and
participation in new issues. This has been allowed as the time dedicated to the
day to day operations of IUAM is no longer required.
(3) EXPENSES
During the first six months, the Company reduced its expenses from $1,517,331 to
$670,910 representing a decrease of 56%. This decrease is attributable to
continuing of the monitoring of certain expenses, liquidation of equipment made
obsolete by Internet services, such as certain trading screens and news
services, as well as the cost of operating IUAM. Interest expenses have been
reduced by 58% as loans have been repaid. The 60% reduction in the Selling,
General &
Page 6 of 9
<PAGE> 7
Administration which has declined from $1,325,966 to $528,475 is mostly
attributable to direct IUAM costs which are no longer carried by the Company as
well as the monitoring of certain information systems made redundant. Although
the amortization and depreciation has been reduced by 27% from $138,399 to
$100,849, it is still quite high due essentially to amortization of ITM software
owned by its 100% subsidiary, Bearhill Limited.
(4) NET INCOME
Net profit from operations (basic) for the six months ending September 30, 1999
was $69,190 or $0.033 per Common share versus a loss of $477,022 or $0.27 per
Common share, representing a 112% improvement. The increase in net income is
attributable to continuing reduction of fixed costs, the interruption of direct
costs associated with the day to day operations of IUAM and with increased
activity in investment banking. The Company net income, however, will continue
to be affected by the losses incurred by its 44% owned subsidiary, IUAM. And
certain amortization costs associated with the acquisition of wealth management
companies.
The basic weighted average number of common shares outstanding for the six
months ending September 30, 1999 is 1,855,386 versus 1,766,456 a year earlier.
The increase is due to the issuance of shares in the form of Regulation "S"
financings, for the acquisition of investment managers and the settlement of
liabilities that arose from these acquisitions.
(5) LIQUIDITY AND CAPITAL RESOURCES
In order to meet its growth plans and fund any operating cash requirements, the
Company's policy is to issue additional capital stock, when possible. To date
the Company has done this either through the issuance of common stock under
Regulation "D" or Regulation "S". The following are details of these private
placements during the previous three fiscal years:
<TABLE>
<CAPTION>
Date # of Shares Amount Type
---- ----------- ---------- ----
<S> <C> <C> <C>
June 1995 62,500 $ 125,000 Regulation "D"
October 1995 100,000 200,000 Regulation "D" & "S"
March 1996 160,000 320,000 Regulation "D"
September 1996 277,142 759,710 Regulation "S"
May 1998 17,002 68,008 Regulation "S"
June 1998 35,000 140,000 Regulation "S"
July 1998 262,142 1,048,568 Regulation "S"
December 1998 10,000 40,000 Regulation "S"
February 1999 180,000 630,000 Regulation "S"
March 1999 25,000 87,500 Regulation "S"
March 1999 1,140 4,560 Regulation "S"
</TABLE>
(6) CONCLUDING REMARKS
There are no other known trends, events or uncertainties that may have, or are
reasonably likely to have, a material impact on the Company's short-term or
long-term liquidity that it has not been discussed above.
In addition, there are no significant income or losses that has risen from the
Company's continuing operations that has not been analyzed or discussed above.
In addition, there has not been any material change in any line item that is
presented on the financial statements that has not been discussed above.
(7) CERTAIN RISK FACTORS WHICH MAY IMPACT FUTURE OPERATIONS
The Company and its subsidiaries operate in a rapidly changing environment that
involves a number of factors, some of which are beyond management's control,
such as financial market trends and investors' appetite for new financings. It
should also be emphasized that should the Company not be successful in
completing its own financing (either by debt or by the issuance of securities
from treasury), its strategy to grow by acquisition will be affected.
Management has compiled a list of both internally and externally supplied
information systems that utilize imbedded date codes, which could experience
operational difficulties in the year 2000. The Company uses third party
applications or suppliers for all high level systems and reporting. These
systems will either be upgraded and tested to be in compliance
Page 7 of 9
<PAGE> 8
for the year 2000 or the Company will take necessary steps to replace the
supplier. Management is testing new systems for which it is responsible. It is
the Company's objective to be year 2000 compliance for all systems by December
1999, however, no assurances can be given. The Company believes that it has
provisioned sufficient amounts to cover future expenditures.
In the opinion of management the financial statements for the periods ending
September 30, 1999 accurately reflect the operations of the Company and its
subsidiaries. The Company has taken every reasonable step to ensure itself that
its quarterly financial statements do not represent a distorted picture to
anyone having a business reason to review such statements and who has also
reviewed its previous audited annual financial statements for the year ended
March 31, 1999.
Forward-looking statements included in Management's Analysis and Discussion
reflects management's best judgment based on known factors, and involves risks
and uncertainties. Actual results could differ materially from those anticipated
in these forward-looking statements. Forward-looking information is provided by
InterUnion pursuant to the safe harbor established by recent securities
legislation and should be evaluated in the context of these factors.
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
The Company is not a party to any pending legal proceeding, nor is its property
the subject of a pending legal proceeding for which the claims, exclusive of
interest and costs, exceed 10% of the current assets of the Company on a
consolidated basis.
ITEM 2 - CHANGES IN SECURITIES
None.
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
There have been no defaults in the payment of principal or interest with respect
to any senior indebtedness of InterUnion Financial Corporation.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5 - OTHER INFORMATION
None.
Page 8 of 9
<PAGE> 9
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
Exhibit 27 Financial Data Schedule (for SEC use only).
SIGNATURES
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
authorized.
InterUnion Financial Corporation
-----------------------------------
(Registrant)
Date November 11, 1999 /s/ Georges Benarroch, Director
--------------------- -----------------------------------
(Signature)*
Date November 11,1999 /s/ Robert Crosbie, Director
--------------------- -----------------------------------
(Signature)*
* Print the name and title of each signing officer under his signature.
Page 9 of 9
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM INTERUNION
FINANCIAL CORPORATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED
SEPTEMBER 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 10-QSB
FILING.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-START> APR-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 231,924
<SECURITIES> 93,554
<RECEIVABLES> 715,861
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,119,449
<PP&E> 1,992,227
<DEPRECIATION> (915,425)
<TOTAL-ASSETS> 12,606,753
<CURRENT-LIABILITIES> 3,989,336
<BONDS> 0
0
150,000
<COMMON> 2,114
<OTHER-SE> 7,836,726
<TOTAL-LIABILITY-AND-EQUITY> 12,606,753
<SALES> 0
<TOTAL-REVENUES> 946,218
<CGS> 0
<TOTAL-COSTS> 528,475
<OTHER-EXPENSES> 93,206
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 49,229
<INCOME-PRETAX> 69,190
<INCOME-TAX> 0
<INCOME-CONTINUING> 69,190
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 69,190
<EPS-BASIC> 0.037
<EPS-DILUTED> 0.025
</TABLE>
