<PAGE> 1
UNITED STATES
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 quarter ended September 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (no fee required)
For the transition period _________ to
Commission File No. 0-24374
LUCAS EDUCATIONAL SYSTEMS, INC.
(Name of small business issuer in its charter)
Delaware 62-1690722
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
17950 PRESTON ROAD, SUITE 912, DALLAS, TEXAS 75252
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (972) 267-7250
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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
--- ---
At September 30, 2000, the registrant had outstanding 3,697,157 shares of common
stock as adjusted for the one-for-four reverse split approved by shareholders on
July 29, 2000, par value $.001
DOCUMENTS INCORPORATED BY REFERENCE
Transitional Small Business Disclosure Format (check one):
Yes No X
--- ---
<PAGE> 2
PART I
ITEM 1. FINANCIAL STATEMENTS
LUCAS EDUCATIONAL SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
SEPTEMBER 30, MARCH 31,
ASSETS 2000 2000
(Unaudited) (Audited)
<S> <C> <C>
Current assets:
Cash $ 666,187 $ 1,278,924
Inventory 142,153 5,610
Other current assets 7,820 --
----------- -----------
Total current assets 816,160 1,284,534
Restricted cash 50,000 --
Property and equipment, net 62,743 52,252
Other 30,452 3,045
----------- -----------
$ 959,355 $ 1,339,831
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 109,738 $ 46,724
Other current liabilities 929 --
Related party notes payable -- 2,500
----------- -----------
Total current liabilities 110,667 49,224
Commitments -- --
Stockholders' equity:
Preferred stock; 1,000,000 shares authorized, $.001
par value; 89,974 shares issued and outstanding,
(aggregate liquidation preference $1,400,000) 90 90
Common stock 20,000,000 shares authorized,
$.001 par value; 3,697,157 and 14,788,619 shares issued
and outstanding at September 30, and March 31, 2000,
respectively (See note 2) 3,697 3,697
Additional paid-in capital 3,377,288 3,377,288
Treasury Stock (185) --
Unearned compensation -- (548,435)
Accumulated deficit (2,532,202) (1,542,033)
----------- -----------
Total stockholders' equity 848,688 1,290,607
----------- -----------
$ 959,355 $ 1,339,831
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE> 3
LUCAS EDUCATIONAL SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF OPERATIONS
CUMULATIVE AMOUNTS SINCE DECEMBER 5, 1996
(DATE OF COMMENCEMENT OF DEVELOPMENT STAGE)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30, CUMULATIVE
2000 1999 2000 1999 AMOUNTS
----------- ----------- ----------- ----------- -----------
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C>
Net Revenues $ 7,008 $ -- $ 7,008 $ -- $ 7,008
Costs related to revenues 3,543 -- 3,543 -- 3,543
General and administrative expenses 829,594 94,724 1,009,601 212,325 2,547,475
----------- ----------- ----------- ----------- -----------
Loss from operations (826,129) (94,724) (1,006,136) (212,325) (2,544,010)
Other income (expense):
Interest income 8,041 16 15,967 471 16,439
Interest expense -- -- -- (433) (4,631)
----------- ----------- ----------- ----------- -----------
Loss before benefit for income (818,088) (94,708) (990,169) (212,287) (2,532,202)
taxes
Benefit for income taxes -- -- -- -- --
----------- ----------- ----------- ----------- -----------
Net loss $ (818,088) $ (94,708) $ (990,169) $ (212,287) $(2,532,202)
=========== =========== =========== =========== ===========
Loss per common share -
basic and diluted, See note 2 $ (.22) $ (.03) $ (.27) $ (.07) $ (.89)
Weighted average shares -
Basic and diluted, See note 2 3,697,157 3,113,405 3,697,157 3,113,405 2,847,443
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 4
LUCAS EDUCATIONAL SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD DECEMBER 5, 1996
(DATE OF COMMENCEMENT OF DEVELOPMENT STAGE)
THROUGH SEPTEMBER 30, 2000
<TABLE>
<CAPTION>
TREASURY STOCK PREFERRED STOCK COMMON STOCK
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT
---------- -------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 5, 1996 -- $ -- -- $ -- -- $ --
Issuance of common stock for cash -- -- -- -- 2,175,000 2,175
Net loss from inception on December 5,
1996 through March 31, 1997 -- -- -- -- -- --
---------- -------- ---------- ---------- ---------- ----------
Balance at March 31, 1997 -- -- -- -- 2,175,000 2,175
Common stock issued in recapitalization -- -- -- -- 462,469 462
Common stock issued for:
Cash and services -- -- -- -- 48,000 48
Debt -- -- -- -- 83,250 83
Services -- -- -- -- 42,188 43
Net loss -- -- -- -- -- --
---------- -------- ---------- ---------- ---------- ----------
Balance at March 31, 1998 -- -- -- -- 2,810,907 2,811
Proceeds from stock subscription
receivable -- -- -- -- -- --
Common stock issued for:
Cash -- -- -- -- 22,500 22
Debt and payables -- -- -- -- 100,000 100
Services -- -- -- -- 180,000 180
Contributed shares 113,750 -- -- -- -- --
Treasury stock issued for cash (113,750) -- -- -- -- --
Net loss -- -- -- -- -- --
---------- -------- ---------- ---------- ---------- ----------
Balance at March 31, 1999 -- -- -- -- 3,113,407 3,113
Common stock issued for services -- -- -- -- 596,250 596
Convertible preferred stock issued for
cash -- -- 89,974 90 -- --
Cancellation of common stock issued for
services -- -- -- -- (12,500) (12)
Stock compensation -- -- -- -- -- --
Net loss -- -- -- -- -- --
---------- -------- ---------- ---------- ---------- ----------
Balance at March 31, 2000 -- $ -- 89,974 $ 90 3,697,157 $ 3,697
---------- -------- ---------- ---------- ---------- ----------
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
LUCAS EDUCATIONAL SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD DECEMBER 5, 1996
(DATE OF COMMENCEMENT OF DEVELOPMENT STAGE)
THROUGH SEPTEMBER 30, 2000
<TABLE>
<CAPTION>
TREASURY STOCK PREFERRED STOCK COMMON STOCK
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Balance at March 31, 2000 -- $ -- 89,974 $ 90 3,697,157 $ 3,697
Net loss, (Unaudited) -- -- -- -- -- --
--------- --------- --------- --------- --------- ---------
Balance at June 30, 2000, (Unaudited) -- -- 89,974 90 3,697,157 3,697
Treasury stock purchased 200 (185) -- -- -- --
Stock compensation -- -- -- -- -- --
Net loss, (Unaudited) -- -- -- -- -- --
--------- --------- --------- --------- --------- ---------
Balance at September 30, 2000,
(Unaudited) 200 $ (185) 89,974 $ 90 3,697,157 $ 3,697
========= ========= ========= ========= ========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 6
LUCAS EDUCATIONAL SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD DECEMBER 5, 1996
(DATE OF COMMENCEMENT OF DEVELOPMENT STAGE)
THROUGH SEPTEMBER 30, 2000
<TABLE>
<CAPTION>
ADDITIONAL STOCK
PAID-IN UNEARNED SUBSCRIPTION ACCUMULATED
CAPITAL COMPENSATION RECEIVABLE DEFICIT TOTAL
----------- ------------ ------------ ------------ -----------
<S> <C> <C> <C> <C> <C>
Balance at December 5, 1996 $ -- $ -- $ -- $ -- $ --
Issuance of common stock for cash (2,075) -- -- -- 100
Net loss from inception on December 5,
1996 through March 31, 1997 -- -- -- (63) (63)
----------- ------------ ------------ ------------ -----------
Balance at March 31, 1997 (2,075) -- -- (63) 37
Common stock issued in recapitalization (422) -- -- -- 40
Common stock issued for:
Cash and services 114,952 -- (25) -- 114,975
Debt 199,917 -- -- -- 200,000
Services 101,207 -- -- -- 101,250
Net loss -- -- -- (351,181) (351,181)
----------- ------------ ------------ ------------ -----------
Balance at March 31, 1998 413,579 -- (25) (351,244) 65,121
Proceeds from stock subscription
receivable -- -- 25 -- 25
Common stock issued for:
Cash 179,978 -- -- -- 180,000
Debt and payables 299,900 -- -- -- 300,000
Services 364,820 (106,875) -- -- 258,125
Contributed shares -- -- -- -- --
Treasury stock issued for cash 227,500 -- -- -- 227,500
Net loss -- -- -- (895,509) (895,509)
----------- ------------ ------------ ------------ -----------
Balance at March 31, 1999 1,485,777 (106,875) -- (1,246,753) 135,262
Common stock issued for services 547,839 (548,435) -- -- --
Convertible preferred stock issued for
cash 1,399,910 -- -- -- 1,400,000
Cancellation of common stock issued for
services (56,238) 56,250 -- -- --
Stock compensation -- 50,625 -- -- 50,625
Net loss -- -- -- (295,280) (295,280)
----------- ------------ ------------ ------------ -----------
Balance at March 31, 2000 $ 3,377,288 $ (548,435) $ -- $ (1,542,033) $ 1,290,607
----------- ------------ ------------ ------------ -----------
</TABLE>
See accompanying notes to consolidated financial statements.
6
<PAGE> 7
LUCAS EDUCATIONAL SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD DECEMBER 5, 1996
(DATE OF COMMENCEMENT OF DEVELOPMENT STAGE)
THROUGH SEPTEMBER 30, 2000
<TABLE>
<CAPTION>
ADDITIONAL STOCK
PAID-IN UNEARNED SUBSCRIPTION ACCUMULATED
CAPITAL COMPENSATION RECEIVABLE DEFICIT TOTAL
----------- ------------ ------------ ------------ -----------
<S> <C> <C> <C> <C> <C>
Balance at March 31, 2000 $ 3,377,288 $ (548,435) $ -- $ (1,542,033) $ 1,290,607
Net loss, (Unaudited) -- -- -- (172,081) (172,081)
----------- ------------ ------------ ------------ -----------
Balance at June 30, 2000, (Unaudited) 3,377,288 (548,435) (1,714,114) 1,118,526
Treasury stock purchased -- -- -- -- (185)
Stock compensation -- 548,435 -- -- 548,435
Net loss, (Unaudited) -- -- -- (818,088) (818,088)
----------- ------------ ------------ ------------ -----------
Balance at September 30, 2000,
(Unaudited) $ 3,377,288 $ -- $ -- $ (2,532,202) $ (848,688)
=========== ============ ============ ============ ===========
</TABLE>
See accompanying notes to consolidated financial statements.
7
<PAGE> 8
LUCAS EDUCATIONAL SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED SEPTEMBER 30,
AND CUMULATIVE AMOUNTS SINCE DECEMBER 5, 1996
(DATE OF COMMENCEMENT OF DEVELOPMENT STAGE)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
SEPTEMBER 30,
-------------------------- CUMULATIVE
2000 1999 AMOUNTS
----------- ----------- -----------
(Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (990,169) $ (212,287) $(2,532,202)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 16,278 14,292 72,514
Exchange of assets for services -- -- 1,262
Common stock issued for services
and payables -- -- 844,375
Stock compensation 548,435 -- 599,060
(Increase) decrease in:
Related party receivables -- 3,400 --
Inventories (136,543) -- (142,153)
Other current assets (7,820) -- (7,820)
Restricted cash (50,000) -- (50,000)
Other (27,407) -- (30,300)
Increase (decrease) in:
Accounts payable 63,014 30,662 109,738
Accrued liabilities 929 56,020 929
----------- ----------- -----------
Net cash (used in) operating activities (583,283) (107,913) (1,134,597)
CASH FLOWS FROM INVESTING ACTIVITIES-
Purchases of property and equipment (26,769) (13,789) (136,671)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related party notes payable -- -- 36,000
Payments on related party notes payable (2,500) (100) (21,000)
Issuance of convertible preferred stock -- -- 1,400,000
Issuance of common stock 33,750 295,115
Purchase of treasury stock (185) -- (185)
Issuance of treasury stock -- -- 227,500
Proceeds from stock subscription receivable -- -- 25
----------- ----------- -----------
Net cash (used in) provided by financing (2,685) 33,650 1,937,455
activities
----------- ----------- -----------
Net increase (decrease) in cash (612,737) (88,052) 666,187
Cash, beginning of period 1,278,924 89,546 --
----------- ----------- -----------
Cash, end of period $ 666,187 $ 1,494 $ 666,187
=========== =========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
8
<PAGE> 9
LUCAS EDUCATIONAL SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The March 31, 2000 Annual Report on Form 10-KSB of Lucas Educational Systems,
Inc. (the "company") includes a description of the company and a summary of
significant accounting policies and should be read in conjunction with this
Quarterly Report on Form 10-QSB ("Quarterly Report"). The financial statements
for the periods presented herein are unaudited and do not contain all
information required by generally accepted accounting principles to be included
in a full set of financial statements. Restricted cash of $50,000 at September
30, 2000 represents amounts on deposit with a bank related to the company's
agreement with that bank to serve as the company's credit card processor. In the
opinion of management, all material adjustments necessary to present fairly the
results of operations have been included. All such adjustments are of a normal,
recurring nature. The results of operations for any interim period are not
necessarily indicative of the results of operations for the entire year.
2. ONE-FOR-FOUR REVERSE SPLIT OF COMMON STOCK
On July 29, 2000 the Stockholders approved a proposal to execute a reverse stock
split and voted to subsequently amend the company's Certificate of Incorporation
to return the number of authorized shares to 20,000,000. Effective August 1,
2000 the company's stock began trading post-split under the symbol LCSE on the
OTC Bulletin Board. The Balance Sheet as of September 30, 2000, the Loss per
common share for the Three and Six Months Ended September 30, 2000 and
Cumulative Amounts as well as the Consolidated Statement of Stockholders' Equity
have been stated to reflect this event as if it had occurred on December 5,
1996. The Loss per common share for the Three and Six Months Ended September 30,
1999 have been restated to reflect this one-for-four reverse split.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
GENERAL
In March 2000, the company completed a private placement of 89,974
shares of Series A Convertible Preferred Stock to accredited investors as
defined in Regulation D promulgated pursuant to the Securities Act of 1933, as
amended. The capital raised in connection with the private placement allows the
company to further develop its initial product line and commence the marketing
and distribution of its products. The company has begun pursuing its business of
providing educational products for users of all ages based on the Lucas Learning
System(TM).
In August 2000 the company crossed a major milestone when it began
accepting and filling product orders through its direct distribution channel.
The company completed the build-out of its infrastructure and opened the
www.DoctorMemory.com web site during August. Both web and phone orders were
accepted and successfully filled through a newly established relationship with a
distribution and logistics partner based in Reno, NV.
Furthermore, a second avenue of distribution was created during the
quarter when the company signed an agreement with Bookworld Services, Inc. of
Sarasota, Florida ("Bookworld"). Under the agreement Bookworld will handle the
sales and distribution of some of the company's products to traditional
bookstores, libraries and select general merchandisers.
Eight products moved from development to production during the quarter.
These products are targeted at the educational needs of the general population,
the specific needs of children and home-schoolers, the Bible study marketplace,
and those seeking to learn Spanish as a second language. The company will
continue to develop
9
<PAGE> 10
products within these areas and begin positioning itself to serve the needs of
the traditional classroom environment.
As the company moves forward, it will seek to establish brand awareness
and direct sales through promotional opportunities and a modest advertising
campaign. It will also seek to leverage established sales organizations through
relationships with resellers targeting the educational needs of the population.
RESULTS OF OPERATIONS
Net revenues for the quarter ended September 30, 2000 were $7,008 as
compared to $ -0- for the prior year's quarter. The generation of revenue
recognizes that the company began selling its products during the quarter ended
September 30, 2000 and prior to that did not have products available for sale.
Net revenues for the quarter include $1,250 of related party sales.
Net loss for the quarter ended September 30, 2000 was $818,088 as
compared to a Net loss of $94,708 for the quarter ended September 30, 1999. Loss
from operations increased $731,405 from 94,724 for the quarter ended September
30, 1999 as the company continued to increase its focus on product development
and distribution, as well as the establishment of a brand awareness campaign.
The increased Loss from operations was partially offset by an increase in Other
income of $8025 resulting from increased Interest income due to higher cash
balances during the three months ended September 30, 2000.
For the six months ended September 30, 2000 our Net loss was $990,169
versus a Net loss of $212,287 for the quarter ended September 30, 1999.
Increased expenditures related to the development of product and establishment
of distribution channels account for the majority of the larger loss. Increased
Other income resulting from higher cash balances available for investment
partially offset the increased expenditures for development and channel
establishment.
LIQUIDITY
Available cash at September 30, 2000 of $666,187 represents an increase
of $664,693 compared to available cash at September 30, 1999. The increase is
primarily related to the company's sale of $1,400,000 of Series A Convertible
Preferred Stock in March 2000, offset partially by the settlement of various
outstanding liabilities and reduced by development and operating cost for the
six months ended September 30, 2000. As of September 30, 2000 the company had no
significant credit facilities available.
FORWARD LOOKING INFORMATION
This report contains certain forward-looking statements and information
relating to the company that are based on the beliefs of the company's
management as well as assumptions made by and information currently available to
the company's management. When used in this report, words such as "anticipate,"
"believe," "estimate," "expect," "intend," "should," and similar expressions, as
they relate to the company or its management, identify forward-looking
statements. Such statements reflect the current views of the company with
respect to future events and are subject to certain risks, uncertainties and
assumptions relating to the operations, results of operations, liquidity and
growth strategy of the company, including competitive factors and pricing
pressures, changes in legal and regulatory requirements, interest rate
fluctuations, and general economic conditions, as well as other factors
described in this report. Should one or more of the risks materialize, or should
underlying assumptions prove incorrect, actual results or outcomes may vary
materially from those described herein as anticipated, believed, estimated,
expected or intended.
10
<PAGE> 11
PART II
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The following matters were submitted to a vote of stockholders at the July 29,
2000 annual meeting of stockholders.
Election of Directors
Upon nomination, Mr. Jerry R. Lucas, Mr. Jeffrey R. Gullo, and Mr. J. D. Young
were elected as Directors of the company to hold office for a term expiring at
the 2001 annual meeting, and thereafter until his successor has been duly
elected and qualified. Each of the above received 20,821,205 affirmative
pre-split votes with respect to the election of directors.
Amendment of the Certificate of Incorporation
A proposal to amend the Certificate of Incorporation to decrease the number of
authorized shares of common stock from Twenty Million (20,000,000) to Five
Million (5,000,000), and the thereby effect a one-for-four reverse split of the
common stock, and, after giving effect to the reverse split, restore the
authorized number of shares of common stock to Twenty Million (20,000,000). The
votes cast were as follows: 19,637,965 pre-split shares were voted in favor of
the amendment, 324,937 pre-split shares were voted against the amendment and no
shares abstained from voting.
Adoption of the Company's 2000 Employee Stock Option Plan
The Company's 2000 Employee Stock Option Plan was approved by a vote of
19,637,965 pre-split shares voted in favor, 324,937 pre-split shares voted
against the resolution and no shares abstained.
Adoption of the Company's 2000 Executive Incentive Plan
The company's 2000 Executive Incentive Plan was approved by a vote of 19,671,087
pre-split shares were voted in favor of the resolution, 291,815 pre-split shares
were voted against the resolution and no shares abstained from voting.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibits
------- -----------------------
<S> <C>
**27 Financial Data Schedule
</TABLE>
----------
**Filed herewith
(b) Reports on Form 8-K
A Form 8-K was filed on August 9, 2000, disclosing in Item 5 the
Stockholders' approval of an Amendment to the Certificate of
Incorporation to decrease the number of authorized shares of
common stock from Twenty Million (20,000,000) to Five Million
(5,000,000) and to recapitalize the common stock to effect a
one-for-four reverse split of the common stock of the company.
Further the Stockholders approved that, after giving effect to
the reverse split, the authorized number of shares of common
stock will be restored to Twenty Million (20,000,000).
Form 8-K's were filed on November 7, 2000 and November 20, 2000
disclosing in Item 4 changes in the company's certifying
independent accountants and the reappointment of Tanner + Co.
There were no disagreements between the company and Tanner + Co.
on any matter.
11
<PAGE> 12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: November 20, 2000 LUCAS EDUCATIONAL SYSTEMS, INC.
By: /s/ Jeffrey R. Gullo /s/ Steven R. Crowell
---------------------------------------- ------------------------------
Jeffrey R. Gullo Steven R. Crowell
President and Chief Executive Officer Chief Financial Officer and
Chief Accounting Officer
<PAGE> 13
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
**27 Financial Data Schedule
</TABLE>
-----------
** Filed herewith.
