<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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, 1998
------------------
Transition report under Section 13 or 15 (d) of the Securities Exchange
Act of 1934 For the transition period from _____________ to _____________
Commission file number 0-24640
---------------
COMMUNITY MEDICAL TRANSPORT, INC.
------------------------------------------------------------------
(Exact Name of Small Business Issuer as Specified in its Charter)
Delaware 13-3507464
------------------------------- -------------------
(State or other Jurisdiction of (I.R.S. Employer)
Incorporation or Organization) Identification No.)
4 Gannett Drive
White Plains, NY 10604
----------------------------------------
(Address of Principal Executives Offices)
(914) 697-9233
---------------
(Issuer's Telephone 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 for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
----- -----
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
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: 5,993,652 shares of common
stock as of September 30, 1998 --------------------------
- ------------------------------
Transitional Small Business Disclosure Format (check one):
Yes No X
----- -----
<PAGE>
COMMUNITY MEDICAL TRANSPORT, INC. AND SUBSIDIARIES
INDEX
Page
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets at September 30, 1998
(unaudited) and December 31, 1997 2
Consolidated Statements of Operations
for the Nine and Three Months Ended September 30,
1998 (unaudited) and 1997 (unaudited) 3
Consolidated Statements of Cash Flows for the Nine
Months Ended September 30, 1998 (unaudited)
and 1997 (unaudited) 4
Notes to Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6-8
Part II. Other Information
Item 2. Changes in Securities 9
Item 6. Exhibits and reports on Form 8-K 9
<PAGE>
COMMUNITY MEDICAL TRANSPORT, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
<TABLE>
<CAPTION>
ASSETS
September 30, 1998 December 31, 1997
------------------ -----------------
(Unaudited)
<S> <C> <C>
Current Assets:
Cash and cash equivalents................................... $ 552,000 $ 925,000
Short-term Investments...................................... 790,000 1,136,000
Accounts receivable, trade, less allowance for
doubtful accounts......................................... 4,453,000 4,828,000
Prepaid insurance........................................... 169,000 706,000
Prepaid and refundable income taxes......................... 321,000 592,000
Other current assets........................................ 277,000 276,000
Deferred tax assets......................................... 327,000 524,000
------------- ------------
Total Current Assets................................. 6,889,000 8,987,000
Property, equipment and leasehold
improvements - net........................................ 3,782,000 4,385,000
Licenses - net.............................................. 683,000 703,000
Customer lists - net........................................ 1,301,000 1,459,000
Other assets................................................ 307,000 398,000
Goodwill - net.............................................. 2,577,000 2,661,000
Covenant not to compete, net................................ 50,000 100,000
------------- ------------
Total Assets......................................... $ 15,589,000 $ 18,693,000
============= ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt........................... $ 6,051,000 $ 2,388,000
Accounts payable and accrued expenses....................... 2,292,000 3,507,000
------------- ------------
Total Current Liabilities............................ 8,343,000 5,895,000
Long-term Debt:
Long-term debt - net of current portion..................... 519,000 5,566,000
Deferred taxes payable...................................... 327,000 524,000
------------- ------------
Total Liabilities.................................... 9,189,000 11,985,000
------------- ------------
Stockholders' Equity:
Preferred stock, 4% cumulative, $.001 par value, 5,000,000 shares authorized,
Series BB, 7,500 shares designated, zero and 778.4 shares issued and
outstanding at June 30, 1998 and December 31, 1997, respectively
(liquidation value of zero and $778,400 respectively, excluding cumulative
dividends)
Class A nonvoting common stock, $.001 par value, 10,000,000 shares authorized,
none issued
Common stock, $.001 par value, 20,000,000 shares authorized, 5,993,652 and
5,761,007 shares issued and outstanding at
June 30, 1998 and December 31, 1997 ..................... 6,000 6,000
Capital in excess of par value.............................. 14,043,000 14,043,000
Accumulated deficit......................................... (7,649,000) (7,341,000)
------------- ------------
Total Stockholders' Equity........................... 6,400,000 6,708,000
------------- ------------
Total Liabilities and Stockholders' Equity........... $ 15,589,000 $18,693,000
============= ===========
</TABLE>
Page 2
<PAGE>
COMMUNITY MEDICAL TRANSPORT, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
- Unaudited -
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
September 30, September 30,
------------- -------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net revenue............................................... $14,128,000 $17,435,000 $ 4,524,000 $ 5,546,000
----------- ----------- ----------- -----------
Operating expenses:
Salaries and benefits................................... 7,664,000 9,487,000 2,516,000 3,323,000
Fleet maintenance....................................... 924,000 1,307,000 323,000 414,000
Insurance............................................... 479,000 625,000 159,000 220,000
Rent.................................................... 316,000 351,000 88,000 135,000
Depreciation............................................ 815,000 597,000 277,000 197,000
----------- ----------- ----------- -----------
Total operating expenses.............................. 10,198,000 12,367,000 3,363,000 4,289,000
----------- ---------- ----------- -----------
Gross profit.......................................... 3,930,000 5,068,000 1,161,000 1,257,000
Selling, general and administrative....................... 3,771,000 5,304,000 1,090,000 2,160,000
Intangible write-down..................................... 0 5,400,000 0 5,400,000
Receivables adjustment restructuring
and other costs........................................ 0 2,610,000 0 2,610,000
----------- ----------- ----------- -----------
Income from operations.................................... 159,000 (8,246,000) 71,000 (8,913,000)
Other income.............................................. 0 (34,000) 0 (11,000)
Interest income........................................... (44,000) (79,000) (11,000) (37,000)
Interest expense ......................................... 511,000 491,000 153,000 184,000
----------- ----------- ----------- -----------
Income (loss) before provision for income taxes........... (308,000) (8,624,000) (71,000) (9,049,000)
Provision (benefit) for income taxes...................... 0 (567,000) 0 (777,000)
----------- ----------- ----------- -----------
NET INCOME (LOSS)..................................... $ (308,000) $(8,057,000) $ (71,000) $(8,272,000)
=========== =========== ========== ===========
Net income (loss) available to common
shareholders-basic...................................... $ (308,000) $(8,108,000) $ (71,000) $(8,285,000)
Net (loss) available to common shareholders
Including assumed conversion-diluted.................... (308,000) (8,108,000) (71,000) (8,285,000)
=========== =========== ========== ===========
Net income (loss) per share - basic and diluted........... $ (.05) $ (1.57) $ (.01) $ (1.50)
=========== =========== ========== ===========
Weighted average number of common shares
outstanding - basic..................................... 5,987,700 5,160,400 5,993,700 5,541,800
Effect of potential common shares related to
stock options and assumed preferred
stock conversion........................................ 17,200 0 18,600 0
----------- ----------- ----------- -----------
Weighted average number of common shares
outstanding- diluted.................................... 6,004,900 5,160,400 6,012,300 5,541,800
=========== =========== ========== ===========
</TABLE>
Page3
<PAGE>
COMMUNITY MEDICAL TRANSPORT, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-------------
1998 1997
---- ----
(Unaudited)
<S> <C> <C>
Cash flow from operating activities:
Net income (loss)............................................................ $ (308,000) $ (8,057,000)
Adjustments to reconcile net income (loss) to cash (used in)
provided by operating activities:
Depreciation and amortization expense...................................... 1,211,000 1,242,000
Imputed interest on note payable........................................... 0 5,000
Intangible write-down...................................................... 0 5,400,000
Receivable adjustment, restructuring and other costs....................... 2,610,000
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable-trade net..................... 375,000 (1,467,000)
Decrease (increase) in prepaid expenses and other current assets......... 807,000 (76,000)
Decrease in other assets................................................. 91,000 85,000
(Decrease) increase in accounts payable and accrued expenses.............. (1,215,000) 844,000
(Decrease) in deferred taxes asset ....................................... 197,000 0
(Decrease) in deferred taxes payable..................................... (197,000) (647,000)
----------- -----------
Net cash provided by (used in) operating activities....................... 961,000 (61,000)
----------- -----------
Cash used in investing activities:
Acquisition of equipment-net of disposals.................................... (296,000) (1,333,000)
Decrease in short-term investments........................................... 346,000 594,000
Acquisition of businesses.................................................... 0 (300,000)
----------- -----------
Net cash provided by (used in) investing activities.......................... 50,000 (1,039,000)
----------- -----------
Cash flow from financing activities:
Proceeds from bank borrowings................................................ 0 1,246,000
Proceeds from borrowings under capital lease obligations..................... 55,000 130,000
Principal payments on debt................................................... (1,256,000) (466,000)
Principal payments on capital lease obligations.............................. (183,000) (59,000)
Net proceeds from exercise of Employee Stock Options......................... 0 35,000
Additional costs in connection with Common Stock issuance.................... 0 (34,000)
----------- -----------
Net cash (used in) provided by financing activities.......................... (1,384,000) 852,000
----------- -----------
NET DECREASE IN CASH......................................................... (373,000) (248,000)
CASH - BEGINNING OF PERIOD................................................... 925,000 1,037,000
----------- -----------
CASH - END OF PERIOD......................................................... $ 552,000 $ 789,000
=========== ===========
Supplementary disclosure of cash flow information: Cash paid during the period:
Interest................................................................... $ 433,000 $ 408,000
=========== ===========
Taxes...................................................................... $ 10,000 $ 253,000
=========== ===========
Supplemental disclosure of non-cash investing activities:
Acquisition of property and equipment...................................... 0 $ 826,000
Acquisition of intangibles................................................. 0 1,680,000
Common Stock issued in connection with acquisition of businesses........... 0 (1,721,000)
Debt assumed in connection with acquisition of business.................... 0 (485,000)
----------- -----------
Cash paid to acquire assets.................................................. $ 0 $ 300,000
=========== ===========
</TABLE>
Page 4
<PAGE>
COMMUNITY MEDICAL TRANSPORT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Note A) - Organization and Basis of Presentation:
- --------------------------------------------------
The accompanying financial statements include the accounts of Community
Medical Transport, Inc. (the "Company") and its five wholly owned operating
subsidiaries, Community Ambulette Service, Inc. ("Ambulette"), First Help
Ambulance and Ambulette, Inc. ("First Help"), Empire Ambulance and Ambulette
Inc. ("Empire"), Century Ambulance and Ambulette Inc. ("Century") and Elite
Ambulance and Medical Coach, Inc., ("Elite") (collectively the "Companies"). All
intercompany balances and transactions have been eliminated in consolidation.
The Company provides specialized medical emergency and non-emergency ambulance
transportation, as well as ambulette transportation services in the New York -
New Jersey Metropolitan area. Ambulettes are specialized vans that contain
wheelchair lifts or ramps for the transportation of the handicapped and
disabled, mentally retarded, elderly and chronically ill to and from day
treatment centers, day care programs, hospitals, nursing homes and other health
care facilities.
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB. Accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the nine month period ended September 30, 1998 are not necessarily
indicative of the results that may be expected for the year ending December 31,
1998. The information contained in the interim financial statements should be
read in conjunction with the Company's audited financial statements and
footnotes thereto included in the Company's Form 10-KSB for the year ended
December 31, 1997 filed with the Securities and Exchange Commission.
Page 5
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Nine Months Ended September 30, 1998 Compared to Nine Months Ended September 30,
1997. Three Months Ended September 30, 1998 Compared to Three Months Ended
September 30, 1997.
Overview
For all periods presented, the following financial information includes
the accounts of all operating subsidiaries of the Company.
The Company's total revenue, which is comprised primarily of ambulette
and ambulance service fees charged to Medicare, Medicaid, other third party
payers such as private insurance carriers and health maintenance organizations,
and directly to patients, is presented net of contractual and other adjustments.
Forward Looking Statements
Except for the historical information contained herein, the following
discussion and certain other statements contained herein are based on current
expectations. Such statements are forward looking statements that involve a
number of risks and uncertainties. Factors that could cause actual results to
differ materially include, but are not limited to the following (i) general
economic conditions, (ii) competitive market influences, (iii) third party
reimbursement rate changes or changes in criteria of coverage, (iv) substantial
changes in the Company's costs including labor, insurance, supplies and other
costs, (v) customer relations and (vi) increased competition.
Results of Operations
The Company's total revenue amounted to $14,128,000 for the nine months
ended September 30, 1998, as compared with $17,435,000 for the nine months ended
September 30, 1997, a decrease of $3,307,000 or 19.0%. The Company's total
revenue amounted to $4,524,000 for the three months ended September 30, 1998, as
compared with $5,546,000 for the three months ended September 30, 1997, a
decrease of $1,022,000 or 18.4%. The decrease was a result of the Company
declining certain trips due to the Company utilizing stricter interpretations of
the reimbursement regulations, and reductions in the reimbursement rates.
Operating expenses decreased by $2,169,000 or 17.5% to $10,198,000 for
the nine months ended September 30, 1998 from $12,367,000 for the nine months
ended September 30, 1997. Operating expenses decreased by $926,000 or 21.6% to
$3,363,000 for the three months ended September 30, 1998 from $4,289,000 for the
three months ended September 30, 1997. The Company has made significant cost
reductions in connection with its consolidation, however, the operating expenses
as a percentage of revenue increased by 1.3%, for the nine months ended
September 30, 1998, when compared to the nine months ended September 30, 1997,
due to increase capital expenditures and the resulting depreciation expense. For
the three months ended September 30, 1998, when compared to the same period in
1997 the operating expenses decreased by 3% as a percentage of revenue, due to
the increased efficiencies primarily in the areas of salaries and benefits.
Page 6
<PAGE>
Selling, general and administrative expenses decreased by $1,533,000 or
28.9% to $3,771,000 for the nine months ended September 30, 1998, from
$5,304,000 for the nine months ended September 30, 1997. Selling, general and
administrative expenses decreased by $1,070,000 or 49.5% to $1,090,000 for the
three months ended September 30, 1998, from $2,160,000 for the three months
ended September 30, 1997. The decrease in costs was due primarily to the
elimination of certain redundant expenses associated with the acquired entities.
Such expenses as a percentage of revenues decreased by 3.7% and 14.8% to 26.7
and 24.1% for the nine and three months ended September 30, 1998, respectively,
from 30.4% and 38.9% for the corresponding periods in 1997.
Interest expense increased by $20,000 or 4.1% to $511,000 for the nine
months ended September 30, 1998 compared to $491,000 for the nine months ended
September 30, 1997. Interest expense decreased by $31,000 or 16.8% to $153,000
for the three months ended September 30, 1998 compared to $184,000 for the three
months ended September 30, 1997. This decrease is primarily due to the repayment
of debt during 1998.
Interest income decreased by $35,000 and $26,000 or 44.3% and 70.3% to
$44,000 and $11,000 for the nine and three months ended September 30, 1998
respectively, compared to $79,000 and $37,000 for the nine and three months
ended September 30, 1997 respectively. The reduction in interest income in 1998
is primarily due to the use of available cash for payment of debt.
The Company's income taxes amounted to zero for the nine and three
months ended September 30, 1998 compared with a tax benefit of $567,000 and
$777,000 for the nine and three months ended September 30, 1997, respectively.
The 1998 amount resulted from the Company incurring both a financial statement
loss as well as a taxable loss for the nine and three months ended September 30,
1998 without tax benefit, as well as a net operating loss carryover for the year
ended December 31, 1997.
The Company's net loss amounted to $308,000 and $71,000 or $.05 and
$.01 per share (basic and diluted) for the nine and three months ended September
30, 1998, respectively, as compared to a net loss of $8,108,000 and $8,285,000
or $1.57 and $1.50 per share (basic and diluted) for the nine and three months
ended September 30, 1997, respectively. This decrease in net loss and increase
in earnings per share is attributable to certain factors described above, and is
primarily due to the Company eliminating substantial costs and the absence in
1998 of any substantial write-downs as occurred in 1997 (FASB 121 write-down,
restructuring and other costs in the 3rd quarter of 1997).
Please refer to December 31, 1997 10KSB.
The Company has determined not to pursue any additional acquisitions
pending consolidation of its separately operating entities into one operation.
If the Company makes any acquisitions thereafter, the completion of any such
acquisitions is expected to increase the revenues and expenses of the Company,
however, there can be no assurance that future net income will be positively
impacted. Additional financing however, may be required in connection with any
further acquisitions.
Liquidity and Capital Resources
Cash provided by in operating activities amounted to $961,000 for the
nine months ended September 30, 1998 as compared with cash used in operating
activities of $61,000 for the nine months ended September 30, 1997. The increase
in cash provided by operating activities was largely the result of a decrease in
accounts receivable due mainly to a decrease in revenues in the current period,
partially offset by a reduction in accounts payable and accrued expenses, and a
reduction in prepaid and other current assets.
Page 7
<PAGE>
Cash provided by investing activities amounted to $50,000 for the nine
months ended September 30, 1998 as compared to cash used in investing activities
of $1,039,000 for the same period in 1997. The decrease in cash used in
investing activities was primarily the result of more significant capital
expenditures incurred in the prior period associated with the purchase of
vehicles and equipment, which was not incurred in the current period.
Cash used in by financing activities amounted to $1,384,000 for the
nine months ended September 30, 1998 as compared with cash provided by financing
activities of $852,000 for the same period in 1997. In 1998 the company paid
down existing debt as opposed to borrowing increases in 1997.
In December 1996, the Company entered into a $10,000,000 credit
facility to replace its previously existing $3,200,000 credit facility for
working capital and capital expenditures. A portion of the $10,000,000 credit
facility consists of a $6,500,000 revolving credit arrangement, which may only
be drawn down if the Company has sufficient qualified accounts receivable. The
balance of the credit facility was to be available under term notes. At December
31, 1997, the Company was not in compliance with several financial covenants of
its credit facility. The credit facility was amended on April 14, 1998 pursuant
to which the lenders waived past non-compliance and amended certain financial
covenants at future measurement dates to accommodate the Company's then current
financial status. Further, the lenders have extended the maturity date of the
revolving credit arrangement to January 18, 1999 and in conjunction with such
revisions, reduced the amount under the revolving credit arrangement from
$6,500,000 to $3,500,000.
At September 30, 1998, there was $5,133,000 outstanding under this
facility consisting of $3,500,000 under the revolving credit arrangement and
$1,633,000 under the term notes, which represent the full amount currently
available under the amended facility. At such date, the Company is not in
compliance with such amended financial covenants, and has requested waivers of
the affected covenants. The lead lender has indicated its willingness to provide
such waivers. Since there can be no assurance that such waivers will be
obtained, the Company has classified an additional $713,000 as a current
liability, which would become due upon demand in the event a waiver of the
non-compliance is not received. The Company intends to refinance such credit
facility prior to January 1999.
At September 30, 1998, the Company had a working capital deficit of
$1,456,000 as compared to working capital of $3,650,000 at September 30, 1997.
Such deficit at September 30, 1998 is the result of the Company classifying the
entire balance of $5,133,000 under the revolving credit arrangement and term
notes outstanding at September 30, 1998 as a current liability.
The Company has reduced its revolving credit arrangement to the
required level of $3,500,000. Therefore, the Company cannot currently draw down
on its existing credit facility. The Company is currently negotiating substitute
financing.
The Company expects that the combination of existing cash balances and
cash generated from operations based on present projections, will provide
sufficient liquidity and enable it to meet its currently foreseeable working
capital requirements for existing operations for the balance of the year.
However, by January 1999, the Company must retain financing in order to repay
its revolving credit arrangement. The Company is currently seeking such
financing.
Inflation
The Company believes that the relatively moderate rates of inflation in
recent years have not had a significant impact on its net revenues or its
profitability.
Page 8
<PAGE>
Item 2 - Changes in Securities.
The following sets forth information relating to all securities of the
Company sold from January 1, 1998 through September 30, 1998 without registering
the securities under the Securities Act of 1933, as amended (the "Securities
Act"):
During January and February 1998, the Company issued 222,392 shares of
Common Stock to two non-affiliate entities upon conversions of 778.4 shares of
Series BB Convertible Preferred Stock. Exemption from registration under the
Securities Act is claimed for such issuance upon the exemption afforded by
Section 3(9) of the Securities Act.
Item 6 - Exhibits and Reports on Form 8-K.
(2) Exhibits
Exhibit 27 - Financial Data Schedule
(2) Reports on Form 8-K
(2) The Company filed a Current Report on Forms 8-K and 8-K/A-1, dated
May 18, 1998, relating to items 4 and 7 of Form 8-K. Such Current
Report includes the termination of Richard A. Eisner & Company,
LLP ("Eisner") as the Company's independent auditors, and Eisner's
response agreeing to the disclosures in such filing.
(2) The Company filed a Current Report on Form 8-K, dated June 29,
1998, relating to items 4 and 7 of Form 8-K. Such Current Report
includes the appointment of Edward Isaacs and Company, LLP
("Isaacs") as the Company's independent auditors to succeed
Eisner.
Page 9
<PAGE>
Signatures
In accordance with the requirements of the Securities Exchange Act of
1934, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized on the 12th day of November, 1998.
Community Medical Transport, Inc.
---------------------------------
(registrant)
/s/ Dean L. Sloane
-----------------------------------------------
Dean L. Sloane
Chief Executive Officer and President
/s/ Albert J. DiBlasio
-----------------------------------------------
Albert J. DiBlasio
Chief Accounting Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JUL-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 552,000
<SECURITIES> 790,000
<RECEIVABLES> 6,158,000
<ALLOWANCES> 1,705,000
<INVENTORY> 0
<CURRENT-ASSETS> 6,889,000
<PP&E> 7,056,000
<DEPRECIATION> 3,275,000
<TOTAL-ASSETS> 15,589,000
<CURRENT-LIABILITIES> 8,343,000
<BONDS> 0
0
0
<COMMON> 6,000
<OTHER-SE> 6,394,000
<TOTAL-LIABILITY-AND-EQUITY> 15,589,000
<SALES> 0
<TOTAL-REVENUES> 4,524,000
<CGS> 0
<TOTAL-COSTS> 3,363,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 142,000
<INCOME-PRETAX> (71,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (71,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (71,000)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> (.01)
</TABLE>
