<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
----- -----
Commission File Number: 000-25132
ICHOR CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 25-1741849
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Suite 1250, 400 Burrard Street, Vancouver,
British Columbia, Canada V6C 3A6
(Address of principal executive offices) (Postal Code)
(604) 683-5767
(Registrant's telephone number, including area code)
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
----- -----
Indicate the number of shares outstanding of each of the Registrant's classes
of common stock, as of the latest practicable date:
Class Outstanding at August 12, 1999
----- ------------------------------
Common Stock, $0.01 4,907,520
par value
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<PAGE> 2
FORWARD-LOOKING STATEMENTS
Statements in this report, to the extent that they are not based on historical
events, constitute forward-looking statements. Forward-looking statements
include, without limitation, statements regarding the outlook for future
operations, forecasts of future costs and expenditures, the evaluation of
market conditions, the outcome of legal proceedings, the adequacy of reserves
or other business plans. Investors are cautioned that forward-looking
statements are subject to an inherent risk that actual results may vary
materially from those described herein. Factors that may result in such
variance, in addition to those accompanying the forward-looking statements,
include changes in interest rates, prices and other economic conditions;
actions by competitors; natural phenomena; actions by government authorities;
uncertainties associated with legal proceedings; technological development;
future decisions by management in response to changing conditions; and
misjudgments in the course of preparing forward-looking statements.
PART I. FINANCIAL INFORMATION
---------------------
ITEM 1. FINANCIAL STATEMENTS
ICHOR CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 1999
(Unaudited)
-2-
<PAGE> 3
ICHOR CORPORATION
Consolidated Balance Sheets
(Unaudited)
(dollars in thousands)
<TABLE>
<CAPTION>
June 30, 1999 December 31, 1998
------------- -----------------
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 667 $ 50
Accounts receivable, net 543 560
Notes receivable 1,400 2,080
Advances to affiliates 587 540
Other assets - 51
------------ ------------
Total current assets 3,197 3,281
------------ ------------
Office Equipment 8 -
Resource Property 852 -
------------ ------------
$ 4,057 $ 3,281
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable and other liabilities $ 818 $ 8
Advance from an affiliate 1,092 1,132
------------ ------------
Total current liabilities 1,910 1,140
Minority Interest 19 -
Shareholders' Equity
Preferred stock 5 5
Common stock 50 50
Additional paid-in capital on
preferred stock 4,400 4,400
Additional paid-in capital on
common stock 5,743 5,743
Retained deficit (7,999) (7,986)
------------ ------------
2,199 2,212
Less cost of shares of common stock
held in treasury (71) (71)
------------ ------------
Total equity 2,128 2,141
------------ ------------
$ 4,057 $ 3,281
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE> 4
ICHOR CORPORATION
Consolidated Statements of Operations
(Unaudited)
(dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
For the Six For the Six
Months Ended Months Ended
June 30, 1999 June 30, 1998
------------- -------------
<S> <C> <C>
Revenues
Fee income $ - $ 84
Interest income 89 28
Gain on disposal of a subsidiary - 437
Other income 30 100
------------ ------------
119 649
------------ ------------
Costs and expenses
General and administrative expenses 132 294
Interest expense - 100
------------ ------------
132 394
------------ ------------
Net (loss) income $ (13) $ 255
============ ============
Basic and diluted (loss) earnings
per share $ (0.03) $ 0.03
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-4-
<PAGE> 5
ICHOR CORPORATION
Consolidated Statements of Operations
(Unaudited)
(dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
For the Three For the Three
Months Ended Months Ended
June 30, 1999 June 30, 1998
------------- -------------
<S> <C> <C>
Revenues
Fee income $ - $ 84
Interest income 41 28
Other income 17 100
------------ ------------
58 212
------------ ------------
Costs and expenses
General and administrative expenses 60 186
------------ ------------
60 186
------------ ------------
Net (loss) income $ (2) $ 26
============ ============
Basic and diluted loss per share $ (0.01) $ (0.01)
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-5-
<PAGE> 6
ICHOR CORPORATION
Consolidated Statements of Cash Flows
(Unaudited)
(dollars in thousands)
<TABLE>
<CAPTION>
For the Six For the Six
Months Ended Months Ended
June 30, 1999 June 30, 1998
------------- -------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net (loss) income from continuing
operations $ (13) $ 255
Adjustments to reconcile net (loss)
income to cash flows from operating
activities
Gain on disposal of a subsidiary - (437)
Bad debt recovery - (100)
Changes in current assets and liabilities,
net of effect of a subsidiary disposed
Cash held in escrow - 145
Accounts receivable 16 (674)
Accounts payable and other liabilities 5 (84)
Advances to affiliates (47) -
Advances from affiliates (40) -
------------ ------------
Net cash used in operating activities
of continuing operations (79) (895)
Cash Flows from Investing Activities:
Purchase of a subsidiary, net of cash
acquired 16 -
(Increase) decrease in note receivable 680 (1,400)
------------ ------------
Net cash provided by (used in)
investing activities of
continuing operations 696 (1,400)
Cash Flows from Financing Activities:
Proceeds from issuance of
preferred shares, net - 2,230
------------ ------------
Net cash provided by financing
activities of continuing operations - 2,230
------------ ------------
Increase (decrease) in cash
and cash equivalents 617 (65)
Cash and cash equivalents, beginning
of period 50 127
------------ ------------
Cash and cash equivalents, end
of period $ 667 $ 62
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-6-
<PAGE> 7
ICHOR CORPORATION
Notes to Consolidated Financial Statements
June 30, 1999
(Unaudited)
Note 1. Basis of Presentation
- ------------------------------
The accompanying financial statements of ICHOR Corporation (the "Corporation")
are unaudited. However, in the opinion of management, they include all
adjustments necessary for a fair presentation of the financial position,
results of operations and cash flows of the Corporation for the specified
periods.
All adjustments made during the six months and three months ended June 30,
1999, respectively, were of a normal, recurring nature. The amounts presented
for the six months and three months ended June 30, 1999, respectively, are not
necessarily indicative of the results of operations for a full year.
Additional information is contained in the audited consolidated financial
statements and accompanying notes included in the Corporation's annual report
on Form 10-K for the fiscal year ended December 31, 1998, and should be read
in conjunction with such annual report.
Certain reclassifications have been made to the prior year financial
statements to conform with the current year presentation.
Note 2. Earnings (Loss) Per Share
- ----------------------------------
Basic earnings (loss) per share is calculated by dividing the net income or
loss by the weighted average number of common shares outstanding during the
six months and three months ended June 30, 1999 and 1998, respectively. The
weighted average number of shares outstanding was 4,907,520 for the six months
ended June 30, 1999 and 1998, respectively, and 4,907,520 for the three months
ended June 30, 1999 and 1998, respectively.
Diluted earnings per share takes into account common shares outstanding,
potentially dilutive common shares and preferred shares convertible into
common shares. Stock options and warrants have not been reflected as
exercised for purposes of computing the diluted loss per share for the six
months and three months ended June 30, 1999, respectively, since the exercise
of such options and warrants would be anti-dilutive.
Note 3. Acquisitions and Dispositions
- --------------------------------------
In October 1998, the Corporation entered into an agreement to acquire all of
the issued and outstanding shares of common stock of Nazca Holdings Ltd.
("Nazca"). Under a revised agreement entered into with the majority
shareholders of Nazca in July 1999, the original purchase agreement was
replaced and the Corporation acquired approximately 87% of the issued and
outstanding shares of common stock of Nazca effective June 30, 1999.
-7-
<PAGE> 8
PART I. FINANCIAL INFORMATION
---------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion and analysis of the results of operations and
financial condition of ICHOR Corporation (the "Corporation") for the six
months ended June 30, 1999 should be read in conjunction with the
Corporation's consolidated financial statements and related notes included
elsewhere herein.
Results of Operations - Six Months Ended June 30, 1999
- ------------------------------------------------------
Revenues for the six months ended June 30, 1999 decreased to $0.1 million from
$0.6 million for the comparative period of 1998. The Corporation reported
interest income of $0.1 million in the six months ended June 30, 1999,
compared to $28,000 in the comparative period of 1998, as a result of the
purchase of a promissory note in the second quarter of 1998.
Costs and expenses decreased to $0.1 million in the six months ended June 30,
1999 from $0.4 million in the six months ended June 30, 1998, primarily as a
result of a decrease in general and administrative expenses resulting from the
sale by the Corporation of Ichor Services, Inc. ("Services"), a wholly-owned
subsidiary of the Corporation, in the first quarter of 1998 and the
rationalization of the Corporation's administrative office in 1999. Interest
expense decreased to nil in the six months ended June 30, 1999, from $0.1
million in the comparative period of 1998, as a result of the sale of Services
which had financed certain receivables for work performed under certain
Florida State rehabilitation programs.
The Corporation reported a net loss of $13,000, or $0.03 per share, in the six
months ended June 30, 1999, compared to net income of $0.3 million, or $0.03
per share, in the six months ended June 30, 1998.
Results of Operations - Three Months Ended June 30, 1999
- --------------------------------------------------------
Revenues for the three months ended June 30, 1999 decreased to $58,000 from
$0.2 million for the comparative period of 1998. The Corporation reported
interest income of $41,000 in the three months ended June 30, 1999, compared
to $28,000 in the three months ended June 30, 1998, as a result of the
purchase of a promissory note in the second quarter of 1998.
Costs and expenses decreased to $60,000 in the three months ended June 30,
1999 from $0.2 million in the three months ended June 30, 1998, primarily as a
result of lower general and administrative expenses resulting from the
rationalization of the Corporation's administrative office in 1999.
The Corporation reported a net loss of $2,000, or $0.01 per share, in the
three months ended June 30, 1999, compared to net income of $26,000, or a loss
of $0.01 per share, in the three months ended June 30, 1998.
-8-
<PAGE> 9
Liquidity and Capital Resources
- -------------------------------
The Corporation had cash and cash equivalents of $0.7 million at June 30,
1999, compared to $50,000 at December 31, 1998. The Corporation maintains a
line of credit with an affiliate in the amount of $0.8 million to fund working
capital requirements. The line of credit was fully utilized as at June 30,
1999.
Net cash used in operating activities was $0.1 million in the six months ended
June 30, 1999, compared to $0.9 million in the six months ended June 30, 1998.
Operating activities in the six months ended June 30, 1999 used cash primarily
as a result of an increase in advances to affiliates and a decrease in
advances from affiliates. A decrease in accounts receivable provided cash of
$16,000 in the six months ended June 30, 1999, compared to an increase in
accounts receivable using cash of $0.7 million in the comparable period of
1998.
Investing activities provided cash of $0.7 million in the six months ended
June 30, 1999, as a result of payment received on a note receivable. In
October 1998, the Corporation entered into an agreement to acquire all of the
issued and outstanding shares of common stock of Nazca Holdings Ltd.
("Nazca"). Under a revised agreement entered into with the majority
shareholders of Nazca in July 1999, the original purchase agreement was
replaced and the Corporation acquired approximately 87% of the issued and
outstanding shares of common stock of Nazca effective June 30, 1999. For
further information with respect to the transaction, including the revised
agreement, see the Corporation's Form 8-K/A dated August 12, 1999, which is
incorporated herein by reference.
The Corporation believes that its assets and line of credit should enable the
Corporation to meet its current ongoing requirements. The Corporation
anticipates that it may require substantial capital to pursue current and
future acquisitions of businesses and/or operating assets and will seek such
capital through debt and/or equity financing.
-9-
<PAGE> 10
Year 2000
- ---------
Many of the world's computer systems currently record years in a two-digit
format. These computer systems will be unable to properly interpret dates
beyond the year 1999, which could lead to business disruptions and is commonly
referred to as the "Year 2000" issue. Based on its current information,
management of the Corporation has determined that the Year 2000 issue will not
pose significant operational problems for its computer systems, as it only
utilizes commercially available software and personal computers which are Year
2000 compliant. The total cost to the Corporation of Year 2000 compliance
activities has not been and is not currently anticipated to be material to its
financial position or results of operations in any given year. In addition,
management of the Corporation has initiated communications with clients to
ascertain their Year 2000 readiness and develop contingency plans as required,
and management intends to address this issue with any prospective client. The
determination by management and costs relating to the Year 2000 issue are
based on management's best estimates, which were derived utilizing numerous
assumptions of future events. However, there can be no assurance that these
estimates will be achieved and actual results could vary materially from those
anticipated.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
-10-
<PAGE> 11
PART II. OTHER INFORMATION
-----------------
ITEM 1. LEGAL PROCEEDINGS
The Corporation is not presently subject to any material legal proceedings.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit
Number Description
------- -----------
19.1 Form 8-K/A of the Corporation dated August 12, 1999.
27 Article 5 - Financial Data Schedule for the 2nd Quarter 1999
Form 10-Q.
(b) Reports on Form 8-K
A report on Form 8-K/A dated August 12, 1999 was filed under:
Item 2. Acquisition or Disposition of Assets.
Item 7. Financial Statements and Exhibits.
-11-
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: August 13, 1999
ICHOR CORPORATION
By: /s/ Michael J. Smith
----------------------------------
Michael J. Smith, President, Chief
Financial Officer and Treasurer
-12-
<PAGE> 13
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
19.1 Form 8-K/A of the Corporation dated August 12, 1999.
27 Article 5 - Financial Data Schedule for the 2nd Quarter 1999
Form 10-Q.
<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 20, 1998
ICHOR CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware
(State of Incorporation)
000-25132 25-1741849
(Commission File Number) (I.R.S. Employer Identification No.)
Suite 1250, 400 Burrard Street, Vancouver, British Columbia V6C 3A6
(Address of principal executive offices, including postal code)
(604) 683-5767
(Registrant's telephone number, including area code)
==============================================================================
<PAGE> 2
2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
In October 1998, Ichor Corporation (the "Corporation") entered into an
agreement to acquire all of the issued and outstanding shares of common stock
of Nazca Holdings Ltd. ("NHL"). Under a revised agreement entered into with
the majority shareholders of NHL (the "Vendors") dated July 28, 1999, the
original purchase agreement was replaced and the Corporation acquired
approximately 87% of the issued and outstanding shares of common stock of NHL
effective June 30, 1999.
The consideration payable for the NHL shares is comprised principally of cash
payments based upon future cash flows from operations of NHL. Under certain
circumstances, the Vendors have the right to reacquire a majority of the NHL
shares from the Corporation within one year of the closing date. In such
event, the Corporation would retain a 10% equity interest in NHL and advances
made to NHL would be converted to term loans repayable over a specified period
of time. Under the revised agreement, the Corporation must offer to purchase
the remaining NHL shares, comprised of approximately 13% of the issued and
outstanding shares of common stock of NHL, from the minority shareholders of
NHL upon substantially the same terms as offered to the Vendors.
NHL, through its subsidiary, Nazca S.A. ("Nazca"), a Chilean company, is in
the business of the exploration for and development of groundwater resources
in Chile. Nazca is seeking to develop a water utility to provide bulk water
supplies to mining, agricultural and public sectors in Chile.
Nazca has applied for exploration permits for eight concessions (the
"Concessions") located in Chile, in Pampa Union, Pampa Redondo, Pampa Lina,
Lequema, Pampa Caya, Quebrada de Leon, Pampa Llalqui and Salar de Veronica.
In addition, Nazca has a Concession at Calama which is located on private
property and therefore does not require the granting of an exploration permit.
Nazca is currently exploring the following Concessions:
PAMPA CAYA. Nazca has completed drilling and applied for water rights for 60
litres per second ("lps") of a potential production of 400 lps on this
Concession. Nazca owns 63% of the Concession and a Chilean company holds the
other 37%. The Concession has two potential customers located nearby. Nazca
has not yet proceeded with further development of this Concession, as it is
waiting to see whether a potential customer will proceed with the development
of a nearby mine or a potential sale to the municipal water market
materializes.
QUEBRADA DE LEON. This Concession is expected to have a production of 450
lps. Nazca has conducted a feasibility study on the Concession, which
indicates a groundwater flow in excess of 1,000 lps at a depth of between 10
to 50 metres which would produce a resource of upward of 450 lps on a
sustainable basis. Water from the Concession could be provided to a facility
approximately 65 kilometres away from the Concession, which would require the
construction of a pipeline to the facility, or to other nearby projects.
<PAGE> 3
3
PAMPA LLALQUI. This Concession has a potential production of 500 lps and is
located in an area which makes it an alternative supply source for
approximately four facilities located within 65 kilometres of the Concession.
Reserves at the Concession are estimated at 350 million cubic metres.
SALAR DE VERONICA. This Concession has a potential production in excess of
150 lps and is located within 30 kilometres of a project in need of water.
Nazca has completed an engineering feasibility study in respect of this
Concession, which indicates that the well field in this Concession would
consist of four to six production wells with 12-inch casings to 200 meters.
Negotiations for the sale of water from this Concession to several mining
companies are continuing.
CALAMA. This Concession is located on private property and therefore does not
require an exploration permit. The Concession is owned 50% by Nazca and 50%
by the landowner. This Concession has a potential production of 270 lps on a
sustained basis. This Concession is located at a central site and the water
from the Concession would be suitable for a number of potential customers in
the area. An agreement for the sale of water from this Concession has been
signed with a mining company for the supply of 40 lps for 15 years to a plant
which is due to start up in 2002. The mining company has agreed to fund the
drilling of the production wells necessary to achieve the supply and to
advance an amount to Nazca upon the granting of the water rights with respect
to this Concession. An exploration well drilled in this Concession yielded 16
lps and Nazca expects that only one full production well will be required to
achieve 40 lps. Any advances to Nazca are expected to be recouped pursuant to
a discount on water delivered to the mining company over the term of the
contract.
Nazca is not currently proceeding with the exploration of the Concessions at
Pampa Union, Pampa Redondo, Pampa Lina and Lequema because of various factors,
including uncertainties with respect to permits, boundary issues, flow rates
and potential environmental issues.
Nazca is a development stage company with a limited operating history. The
Concessions explored by Nazca have indicated water reserves and groundwater
flows in sufficient amounts to potentially proceed with the development of the
Concessions. However, there can be no assurance that any Concessions
developed will contain water in sufficient quantity and quality to make the
commercial sale of the water economically viable. In addition, exploration
and development activities carried on by Nazca at the Concessions are subject
to government legislation, policies and controls relating to the development
and production of groundwater resources in Chile and other environmental
concerns, any of which could materially adversely affect Nazca's ability to
develop any or all of the Concessions. Nazca must develop the Concessions and
produce wells with water in sufficient quantities for commercial sale to
generate revenues in the future. There can be no assurance that the commercial
sale of the water will occur or that, even if commercial quantities of water
are developed, a profitable market will exist for the sale of such water.
Factors beyond the control of Nazca may affect the marketability of any such
water.
<PAGE> 4
4
See the revised agreement filed as Exhibit 2.3 hereto for further details with
respect to the transaction.
Financial statements relating to the transaction will be filed within 60 days
of the date of the transaction.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit
Number Description
- ------- -----------
2.3 Revised Purchase Agreement among the Corporation and the
Vendors dated July 28, 1999.
<PAGE> 5
5
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ICHOR CORPORATION
By: /s/ Michael J. Smith
-------------------------
Michael J. Smith
President
Date: August 12, 1999
<PAGE> 6
ICHOR CORPORATION
FORM 8-K/A
EXHIBIT INDEX
-------------
Exhibit
Number Description
- ------- -----------
2.3 Revised Purchase Agreement among the Corporation and the
Vendors dated July 28, 1999.
<PAGE> 7
EXHIBIT 2.3
<PAGE> 8
ICHOR CORPORATION
c/o Suite 1250, 400 Burrard Street
Vancouver, British Columbia
V6C 3A6
July 26, 1999
John Houston
4 Thomas Court Londglen Coleham
Shrewsbury, Shropshire, England
Frits Reidel
El Refugio 18500, Parcela 46
Santiago, Chile
Maarten Reidel
Piraner Strasse 31-33
Heidenau D-01809
Germany
Dear Sirs:
We write in connection with the acquisition by Ichor Corporation (the
"Purchaser") of the shares of common stock of the capital of Nazca Holdings
Ltd. (the "Corporation") held by John Houston, Maarten Reidel and Frits Reidel
(the "Vendors").
By agreement dated October 17, 1998 (the "Purchase Agreement") the Purchasers
acquired from the Vendors and the minority shareholders of the Corporation
(collectively the "Original Vendors") all of the issued and outstanding shares
of the Corporation. The acquisition completed on October 20, 1998,
but was subject to certain subsequent events including the Corporation meeting
a sales target by May 31, 1999 (the "Performance Condition"). The Performance
Condition was set out in a collateral agreement (the "Collateral Agreement")
entered into between the Original Vendors and certain parties affiliated with
the Purchaser (the "Affiliates"). Under the Collateral Agreement payments
were required to be made by the Affiliates to the Original Vendors, subject to
the Performance Condition first being satisfied.
A disagreement arose among the parties hereto as to the performance and status
of the Purchase Agreement and the rights of the parties thereunder. The
Purchaser and the Vendors have agreed to resolve all matters relating to the
status and effect of the Purchase Agreement and to enter into this Agreement
to settle and amend the rights and interests of the parties hereto.
All monetary amounts referred to herein are in lawful currency of the United
States of America, unless otherwise expressly stated.
<PAGE> 9
2
1. AMENDMENT AND REPLACEMENT
1.1 The parties hereby acknowledge and agree that this Agreement replaces
the Purchase Agreement as between the Purchaser and the Vendors and the
Purchase Agreement and the Collateral Agreement are of no further force or
effect.
2. PURCHASE OF THE VENDORS' SHARES
2.1 Subject to the terms and conditions hereof, the Purchaser hereby offers
to purchase from the Vendors and, by their acceptance hereof, the Vendors
agree to sell to the Purchaser all of their shares of common stock in the
capital of the Corporation as set out in Schedule "A" hereto (the "Purchased
Securities") in exchange for the Residual Payments (as hereinafter defined)
and in consideration of the covenants and agreements set out herein.
3. PURCHASE OF MINORITY INTEREST
3.1 Subject to the completion of the purchase of the Purchased Securities,
the Purchasers covenant and agree, within 30 days of the Closing Date, to
offer to purchase all of the remaining issued and outstanding shares of the
Corporation, as set out in Schedule "B" hereto, from the Corporation's
minority shareholders, upon substantially the terms set out in this Agreement,
pro rata to their interests, mutatis mutandis.
4. COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE VENDORS
4.1 The Vendors, by their acceptance hereof, jointly and severally
covenant, represent and warrant as follows and acknowledge and confirm that
the Purchaser is relying upon such covenants, representations and warranties
in connection with the purchase by the Purchaser of the Purchased Securities:
(a) all the Purchased Securities are now, and at the Time of Closing (as
defined herein) will be, owned by the Vendors as the sole legal and
beneficial owners of record with good and marketable title thereto,
free and clear of any mortgages, liens, charges, restrictions,
security interests, adverse claims, pledges, encumbrances or demands
whatsoever, and the Purchased Securities are issued and outstanding
as fully paid and non-assessable;
(b) no person, firm or corporation has any agreement or option, or any
right or privilege (whether by law, pre-emptive or contractual)
capable of becoming an agreement or option for the purchase,
acquisition or transfer from the Vendors of any of the Purchased
Securities or any interest therein or right thereto, except the
Purchaser pursuant hereto;
(c) the Vendors have all necessary power and authority to execute and
deliver the agreement resulting from their acceptance hereof (the
"Agreement"), to sell the Purchased Securities to the Purchaser and to
perform their obligations hereunder;
<PAGE> 10
3
(d) none of the Vendors act as nominee, agent, trustee, executor,
administrator or other legal representative on behalf of any other
person, firm or corporation in respect of the Purchased Securities;
(e) this Agreement has been duly executed and delivered by and on behalf
of the Vendors and constitutes legal, valid and binding obligations of
the Vendors enforceable against the Vendors in accordance with its
terms;
(f) the authorized and issued capital of the Corporation is now, and at
the Time of Closing will be, as set out in Schedule "C" attached
hereto;
(g) other than the Purchased Securities, and the minority shareholdings
set out in Schedule "B" hereto, there are no other shares, options,
warrants or securities of the Corporation issued or issuable;
(h) the Purchased Securities are now, and at all times up to and including
the Time of Closing will continue to be, registered in the name of the
Vendors on the applicable securities registers of the Corporation;
(i) the execution and delivery of this Agreement and the completion of the
transactions contemplated hereby will not conflict with, result in a
default under, or accelerate or permit the acceleration of the
performance required by any agreement or instrument to which the
Vendors or the Corporation is a party, any applicable law, rule or
regulation, or any of the provisions of the constituting documents or
by-laws of the Corporation;
(j) the Corporation is a corporation duly incorporated, organized and
subsisting under the laws of the Bahamas and has, on a timely basis,
duly filed or delivered all reports, filings, federal, state and local
tax returns and other material required to be filed with or delivered
to any regulatory authority having jurisdiction under applicable law;
(k) Nazca S.A. is a corporation duly incorporated, organized and
subsisting under the laws of Chile and has, on a timely basis, duly
filed or delivered all reports, filings, federal, state and local tax
returns and other material required to be filed with or delivered to
any regulatory authority having jurisdiction under applicable law;
(l) the balance sheets of the Corporation as at December 31, 1998 and the
statements of operations, accumulated deficit and cash flows for the
year then ended (the "Financial Statements"), have been prepared in
accordance with United States generally accepted accounting principles
("GAAP") on a basis consistent with previous years and present fairly,
the assets, liabilities and financial condition of the Corporation as
at such dates and the sales, income and results of operations of the
Corporation and its subsidiaries on a consolidated basis during the
periods covered thereby;
<PAGE> 11
4
(m) to the knowledge of the Vendors there are no material liabilities
(absolute, accrued, contingent or otherwise) of the Corporation or any
of its subsidiaries of any kind whatsoever other than as disclosed in
the Financial Statements;
(n) all material financial transactions of the Corporation and its
subsidiaries have been recorded in the financial books and records of
the Corporation in accordance with good business practices, and such
financial books and records accurately reflect the basis for the
financial condition and the revenues, expenses and results of
operations of the Corporation and its subsidiaries shown in the
Financial Statements;
(o) there has been no material adverse change in the business affairs,
operations or prospects (financial or otherwise) of the Corporation or
Nazca S.A. since December 31, 1998;
(p) none of the Vendors nor any associates thereof are a party to, or are
aware of, any agreement, commitment or understanding with respect to
the exercise of any voting rights attaching to any securities of the
Corporation or subsidiary thereof or any voting trust agreement or
other agreement relating to securities of the Corporation or
subsidiary thereof;
(q) Nazca S.A. is a wholly-owned subsidiary of the Corporation, with the
exception of 100 shares held by Frits Reidel as resident shareholder,
and no person, firm or corporation has any agreement or option, or any
right or privilege (whether by law, pre-emptive or contractual)
capable of becoming an agreement or option for the purchase,
acquisition or transfer from the Corporation of any shares of Nazca
S.A. or any interest therein or right thereto;
(r) Other than as disclosed to the Purchaser, neither the Corporation nor
Nazca S.A. is indebted to, or has any contractual relationship,
including any consulting or contracting agreement with, any of the
Vendors or any person or company affiliated with the Vendors or with
whom any of the Vendors does not deal at arms' length and the Vendors
have no interest, direct or indirect, and no company or person with
whom the Vendors do not deal at arm's length have any interest,
direct or indirect in the Corporation or Nazca S.A. other than in the
Purchased Securities to be transferred hereunder;
(s) Nazca S.A. has applied for or has been granted exploration concessions
for the areas more particularly known and described as Pampa Caya,
Pampa Lina, Pampa Llallqui, Salar de Veronica, Lequema and Quebrada
del Leon (collectively the "Original Concessions"). Applications are
pending for Pampa Lina, Pampa Llallqui and Lequema. Exploration
concessions have been granted for Pampa Caya, Salar de Veronica and
Quebrada del Leon. All such exploration concessions (applications or
grants) are in good standing and are legally and beneficially held by
Nazca S.A.;
<PAGE> 12
5
(t) The Original Concessions have potential wellfield capacities, measured
in litres per second (l/s) as follows:
Name of Grant Litres per Second
------------- -----------------
Pampa Caya 100 l/s
Pampa Lina 100 l/s
Pampa Llallqui 100 l/s
Salar de Veronica 60 l/s
Lequema 500 l/s
Quebrada del Leon 500 l/s
(u) Nazca S.A. holds a 50% interest in water rights located on private
lands known as the Calama Joint Venture which has a potential
wellfield capacity of 200 l/s.
5. COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
5.1 The Purchaser covenants, represents and warrants as follows and hereby
acknowledges and confirms that the Vendors are relying upon such covenants,
representations and warranties in connection with the sale by them of the
Purchased Securities:
(a) the Purchaser has all necessary power and authority to execute and
deliver this offer, to purchase the Purchased Securities pursuant to
the provisions hereof and to perform its obligations hereunder; and
(b) this offer has been duly executed and delivered by and on behalf of
the Purchaser and this Agreement will constitute a legal, valid and
binding obligation of the Purchaser enforceable against the Purchaser
in accordance with its terms.
5.2 The Purchaser covenants and agrees to pay and deliver to the Vendors,
or their successors or assigns, pro rata to their respective shareholdings in
the Corporation as at the Closing Date, residual payments equal to 20% of the
Operating Cash Flow (as hereinafter defined) from the Chilean Operations (as
hereinafter defined) (the "Residual Payments").
"Operating Cash Flow" means earnings before interest and taxes
calculated in accordance with GAAP in respect of the Chilean Operations.
"Chilean Operations" means the exploration for, access to, removal of and sale
of water by the Corporation and/or Nazca S.A. in Chile.
<PAGE> 13
6
The Residual Payments required under Section 5.2 shall be paid
quarterly within 60 days following the end of each fiscal quarter of the
Purchaser in which Operating Cash Flow is generated.
5.3 In lieu of making the Residual Payments specified in subsection 5.2
hereof in respect of any of the Chilean Operations including any Original
Concession, the Purchaser may, subject to Section 9.1 hereof, at its option,
cause Nazca S.A., or the Corporation, as the case may be, to offer such
operation or Original Concession, in respect of which such Residual Payment,
or portion thereof, would be calculated and required to be paid, to the
Vendors, pro rata to their shareholdings at the Date of Closing, whereupon the
Vendors shall have the option of purchasing such operation or Original
Concession for $1.00, such operation or Original Concession to be transferred
to the Vendors, following such purchase, pro rata to their shareholdings of
the Corporation as at the Closing Date, following which the Purchaser shall
have no further Residual Payment obligations in respect thereof.
5.4 The Purchaser covenants and agrees to provide additional short term
funding by way of a demand loan to the Corporation for general working capital
purposes in the amount of $80,000 on the Closing Date.
5.5 Each minority shareholder of the Corporation that sells his shares to
the Purchaser in accordance with Section 3.1 hereof shall be deemed, for all
purposes, to be a Vendor under this Agreement.
6. CLOSING PROCEDURE
6.1 The closing of the purchase and sale of the Purchased Securities shall
take place on July 28, 1999 at the offices of the Purchaser or at such other
time or place as may be mutually agreed upon. The date of the closing of the
purchase and sale of the Purchased Securities is referred to herein as the
"Closing Date" and the time of closing on such date is referred to herein as
the "Time of Closing".
6.2 At the Time of Closing on the Closing Date, the Vendors agree to
deliver to the Purchaser an executed copy of this Agreement together with the
following:
(a) definitive certificates representing the Purchased Securities duly
endorsed for transfer to the Purchaser, or as the Purchaser may in
writing direct, together with evidence that all required formalities
have been observed; and
(b) copies of documentation authorizing execution of this Agreement, and
any of the documents required to complete the transactions
contemplated hereby.
At the Time of Closing on the Closing Date, the Purchaser agrees to deliver to
the Vendors an executed copy of this Agreement. Contemporaneously with the
closing of the purchase and sale of the Purchased Securities, the certificates
representing the Purchased Securities delivered by the Vendors as aforesaid
shall be tendered to the Corporation and the parties shall arrange for the
<PAGE> 14
7
immediate delivery to the Purchaser of definitive certificates representing
the Purchased Securities duly issued and registered in the name of the
Purchaser or as it may in writing direct.
7. CONDITIONS OF CLOSING
7.1 The obligation of the Purchaser to purchase the Purchased Securities
shall be subject to the following conditions for the exclusive benefit of the
Purchaser to be fulfilled, waived, and/or performed at or prior to the Time of
Closing on the Closing Date:
(a) no action or proceeding shall be pending or threatened by any person,
company, firm, governmental authority, securities commission,
regulatory body or agency to enjoin or prohibit the purchase and sale
of the Purchased Securities contemplated hereby or the right of the
Purchaser to own the Purchased Securities or to suspend or stop
trading in securities of the Corporation;
(b) the covenants, representations and warranties of the Vendors contained
in Article 4 hereof shall be true and correct on and as of the date of
the acceptance of this offer by the Vendors and shall also be true and
correct on and as of the Closing Date with the same force and effect
as though such covenants, representations and warranties had been made
on and as of such date;
(c) the Vendors shall have complied with all covenants and agreements
herein agreed to be performed or caused to be performed by it;
(d) since the date hereof, the Corporation shall not have redeemed,
purchased or otherwise acquired any of its outstanding shares or
authorized or agreed to any such redemption, purchase or acquisition
or declared or paid any dividends or authorized or made any
distributions or agreed to do so on or in respect of its outstanding
securities; and
(e) since the date hereof, the Corporation shall not have reserved, set
aside, allotted, issued or agreed to reserve, set aside, allot or
issue, conditionally or otherwise, any shares or any securities,
rights or warrants having the right or option to acquire, directly or
indirectly, through purchase, conversion, exchange or otherwise, any
shares.
In case any of the foregoing conditions has not been fulfilled, waived
and/or performed at or before the Time of Closing to the satisfaction of the
Purchaser, the Purchaser may rescind this Agreement by notice to the Vendors
and in such event the parties hereto shall be released from all obligations
hereunder; provided that any of such conditions may be waived in whole or in
part by the Purchaser without prejudice to its rights of rescission in the
event of the non-fulfillment of any other condition or conditions.
<PAGE> 15
8
8. COVENANTS OF THE VENDORS
8.1 The Vendors agree to cause the Corporation and the Corporation agrees
to fulfill and\or perform all of the conditions referred to in subsections
7.1(d) and 7.1(e) prior to the Time of Closing.
9. VENDORS' OPTION
9.1 In the event that the Corporation, or Nazca S.A. receives one or more
bona fide enforceable written funding commitments, in a minimum aggregate
amount of $500,000, payable, in cash, kind or by provision of services,
within 12 months of the Closing Date (the "Option Period"), the Vendors shall
have the option (the "Option"), at their sole discretion, exercisable on a
pro-rata basis (provided that if any Vendor chooses not to exercise his
Option, the other Vendors may do so, on a pro rata basis) to purchase from the
Purchaser that number of the Purchased Securities (the "Purchased Shares")
such that following the completion of the purchase and sale thereof,
the Purchaser shall retain 10% of the issued and outstanding shares of the
Corporation. The purchase price for the Purchased Shares shall be $1.00, in
aggregate, plus an amount equal to the pro rata portion of any Residual
Payments made by the Purchaser to the Vendors in respect of the Purchased
Shares (excluding any amount in respect of the Corporation's shares retained
by the Purchaser). The closing of the purchase and sale of the Purchased
Shares shall take place on the date that is 15 days following delivery of a
notice of exercise of the Option by one or more of the Vendors in accordance
with the terms hereof, whereupon the Purchaser shall have no further liability
or obligations to the Vendors under Section 5.2 hereof. The closing
procedures set out in Article 6 hereof shall apply, mutatis mutandis,
to any sale of the Purchased Shares occurring as a result of the exercise of
the Option.
The Purchaser shall not transfer, pledge, mortgage or hypothecate the
Purchased Shares during the Option Period.
10. REPAYMENT OF INTER-COMPANY LOANS
10.1 In the event of the exercise of the Option as set out in Section 9.1
hereof, upon completion of the purchase and sale of the Purchased Shares, all
amounts advanced from the Purchaser to the Corporation, including all amounts
advanced under Section 5.4 hereof (the "Loans") shall become due and payable
to the Purchaser upon the following terms:
(a) The Loans shall accrue interest from such date at the rate of 10% per
annum calculated annually on the principal amount thereof and shall
accrue interest on overdue interest at such rate, as well after as
before maturity and default, such interest payable monthly on the 1st
day of each successive month, in arrears, until payment in full; and
(b) The Loans shall mature and shall be repaid to the Purchaser on the
date that is 5 years following the date of completion of the purchase
and sale of the Purchased Shares.
<PAGE> 16
9
In the event of an exercise of the Option, the Corporation and Nazca S.A.
shall deliver a promissory note upon the closing of the purchase and sale of
the Purchased Shares to evidence the Loans.
11. COSTS AND EXPENSES
11.1 All costs and expenses incurred in connection with this Agreement and
the transactions contemplated hereby shall be paid by the party incurring such
expenses.
12. ENTIRE AGREEMENT
12.1 The agreement resulting from acceptance of this offer shall constitute
the entire agreement and understanding between the parties with respect to the
subject matter hereof and shall supersede any prior agreement,
representation or understanding with respect thereto.
13. TIME OF THE ESSENCE
13.1 Time shall be of the essence hereof.
14. SURVIVAL OF COVENANTS, REPRESENTATIONS AND WARRANTIES
14.1 The respective covenants, representations and warranties of the parties
contained herein shall survive the closing of the purchase and sale of the
Purchased Securities herein provided for, and, notwithstanding such closing,
or any investigation made by or on behalf of any party, shall continue in full
force and effect for the benefit of the party to whom the covenant,
representation or warranty was made.
15. NOTICES
15.1 Any notice, direction or other instrument required or permitted to be
given to any party hereto shall be in writing and may be given by delivering
or sending by facsimile the same to the Vendors at:
Maarten Reidel
Dresden Papier AG
Piraner Strasse 31-33
Heidenau D-01809
Germany
Facsimile No.: 49-3529-518-204
<PAGE> 17
10
John Houston
4 Thomas Court Londgen Coleham
Shrewsbury, Shropshire, England
Facsimile No.: 44-174-335-0512
Frits Reidel
El Refugio 18500, Parcela 46
Santiago, Chile
Facsimile No.: 56-2-321-5062
and to the Purchaser at:
Ichor Corporation
c/o Suite 1250, 400 Burrard Street
Vancouver, British Columbia
V6C 3A6
Attention: President
Facsimile No.: (604) 683 3205
15.2 Any such notice, direction or other instrument shall be deemed to have
been given or made on the date on which it was delivered or sent by facsimile
(or, if such day is not a business day, on the next following business day).
16. GOVERNING LAW
16.1 This Agreement shall be construed and enforced in accordance with, and
the respective rights and obligations of the parties shall be governed by,
the laws of the state of Delaware and the applicable federal laws of the
United States, and the parties hereto irrevocably attorn to the exclusive
jurisdiction of the courts of the United States.
17. CONFIDENTIALITY
17.1 This Agreement shall be kept confidential by the parties hereto and no
public announcement or press release concerning this Agreement shall be made
by either party without the consent of the other party, except as may be
required by law or applicable securities rules, regulations or policies.
18. SUCCESSORS AND ASSIGNS
18.1 No party may assign any of its rights or obligations hereunder to any
other person, firm or corporation without the prior written consent of the
other parties hereto, except that the Purchaser may assign this Agreement and
its rights hereunder in whole or in part to one or more corporations all of
the shares of which are beneficially owned by the Purchaser or any of its
affiliates.
<PAGE> 18
11
18.2 This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective successors and permitted assigns.
19. FURTHER ASSURANCES
19.1 The parties will, from time to time, from the date of this Agreement,
at the request of the other party, execute and deliver all such other and
additional instruments and other documents essential to and do all such other
acts and things as may be reasonably necessary or convenient to more fully
carry out the intent and purposes of the terms of this Agreement.
20. INDEMNITIES
20.1 The Vendors hereby covenant and agree to hold the Purchaser harmless
and indemnify the Purchaser in respect of any bona fide matter or claim that
any third party may raise or bring against the Purchaser in connection with
the Corporation or Nazca S.A. arising prior to or on the Closing Date.
20.2 The Purchaser hereby covenants and agrees to hold the Vendors harmless
and indemnify the Vendors in respect of any bona fide matter or claim that any
arm's length third party may raise or bring against the Vendors resulting from
this Agreement.
21. ARBITRATION
21.1 In the event of a dispute between the parties hereto with respect to
any term or condition of this Agreement, if such dispute cannot be resolved by
the parties, then in any such event the matter shall be referred to a single
arbitrator, pursuant to Delaware law, whose decision shall be final and
binding upon all parties hereto. Any matter, issue or dispute referred to
arbitration will be dealt with on an expeditious basis with the parties hereto
using all commercially reasonable efforts to obtain and implement a timely
decision of the arbitrator.
22. EFFECTIVE DATE
22.1 Notwithstanding the date of execution hereof or the completion of the
transactions contemplated hereby, this Agreement shall, upon completion, be
effective as of June 30, 1999.
<PAGE> 19
12
23. ACCEPTANCE OF OFFER
23.1 This offer is open for acceptance by the Vendors in the manner
indicated below until, but not after, 4:00 o'clock p.m. (Vancouver time) on
July 28, 1999, and if not accepted on or before such time on such date shall
be null and void. This offer may be accepted only by the Vendors signing and
returning the accompanying duplicate of this offer or a counterpart hereof to
the Purchaser or an officer of the Purchaser or by sending by facsimile to the
Purchaser, in the manner provided in section 15.1, a copy of a signed
counterpart hereof at or before the said time. Upon acceptance of this offer
by the Vendors as aforesaid, this offer shall become an agreement of purchase
and sale between the Vendors and the Purchaser in accordance with its terms.
Yours very truly,
ICHOR CORPORATION
By: /s/ Roy Zanatta
- -------------------------
Name: Roy Zanatta
- -------------------------
Title: Secretary
- -------------------------
The foregoing offer is hereby accepted and agreed to by the undersigned on
this 28 day of July, 1999.
----
SIGNED, SEALED & DELIVERED )
In the presence of: )
) /s/ John Houston
) --------------------------
Signature ---------------------- ) John Houston
)
)
Address ------------------------ )
)
)
Occupation --------------------- )
<PAGE> 20
13
SIGNED, SEALED & DELIVERED )
In the presence of: )
) /s/ Frits Reidel
) -------------------------
Signature ---------------------- ) Frits Reidel
)
)
Address ------------------------ )
)
)
Occupation --------------------- )
SIGNED, SEALED & DELIVERED )
In the presence of: )
) /s/ Maarten Reidel
) -------------------------
Signature ---------------------- ) Maarten Reidel
)
)
Address ------------------------ )
)
)
Occupation --------------------- )
<PAGE> 21
SCHEDULE "A"
Vendors and Vendors' Shareholdings
----------------------------------
Name and Address Number of Shares
---------------- ----------------
1. John Houston 337,357
4 Thomas Court Londgden Coleham
Shrewsbury, Shropshire, England
2. Maarten Reidel 485,559
Piraner Strasse 31-33
Heidenau, Germany
3. Frits Reidel 130,625
El Refugio 18500, Parcela 46
Santiago, Chile
<PAGE> 22
SCHEDULE "B"
Minority Shareholders and Minority Shareholders' Shareholdings
--------------------------------------------------------------
Name and Address Number of Shares
---------------- ----------------
1. Geoff Beale 40,114
22 Kenwood Gardens
Shrewsbury, Shropshire, England
2. Mark Anderson 40,114
6 Severn Bank
Shrewsbury, Shropshire, England
3. Rod Cameron 29,750
The Warren, Warren Street
New Lenham, Kent, England
4. Jonathan Wyatt 21,857
Rose Villa Broughhall
Whitechurch, Shropshire, England
5. Jerry Rowe 15,689
5556 Colorow Drive
Morrison, Colorado, U.S.A.
<PAGE> 23
SCHEDULE "C"
Outstanding Capital of Nazca Holdings Ltd. as at June 30, 1999
--------------------------------------------------------------
Authorized Number of
Description Shares Shares Outstanding
----------- ---------- ------------------
Common Shares 2,000,000 shares (U.S.) 1,101,065
having a value of
$1.00 (U.S.) per
share
Breakdown of Shareholdings
Shareholder Number of Shares
John Houston 337,357
Maarten Reidel 485,559
Frits Reidel 130,625
Geoff Beale 40,114
Mark Anderson 40,114
Rod Cameron 29,750
Jonathan Wyatt 21,857
Jerry Rowe 15,689
-------
1,101,065
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES INCLUDED IN THIS FORM 10-Q AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-01-1999
<CASH> 667
<SECURITIES> 0
<RECEIVABLES> 1,943
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,197
<PP&E> 860
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,057
<CURRENT-LIABILITIES> 1,910
<BONDS> 0
0
5
<COMMON> 50
<OTHER-SE> 2,073
<TOTAL-LIABILITY-AND-EQUITY> 4,057
<SALES> 0
<TOTAL-REVENUES> 119
<CGS> 0
<TOTAL-COSTS> 132
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (13)
<INCOME-TAX> 0
<INCOME-CONTINUING> (13)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (13)
<EPS-BASIC> (0.03)
<EPS-DILUTED> (0.03)
</TABLE>
