<PAGE> 1
U.S. Securities and Exchange Commission
Washington, DC 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 quarterly period ended September 30, 1999.
[ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____ to _____.
COMMISSION FILE NUMBER 000-22719
---------
PHYSICIAN HEALTHCARE PLAN OF NEW JERSEY, INC.
(Name of small business issuer as specified in its charter.)
New Jersey 22-3273637
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o The Pace Group, Inc., 12160 Abrams Road, Suite 409, Dallas, Texas 75243
(Address of principal executive offices) (zip code)
Issuer's telephone number: c/o (800) 422-5611
------------------
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 No X
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of share outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of September 30, 1999, there were
4,629 shares of Common Stock outstanding.
Transitional Small Business Disclosure Format (Check one): Yes No X
--- ---
Page 1
<PAGE> 2
Index to Form 10-QSB
Part I - Financial Information
Item 1. Financial Statements
Statements of Net Assets in Liquidation as of September 30,
1999 (unaudited) and December 31, 1998
Statement of Changes in Net Assets in Liquidation for the
Three Months Ended September 30, 1999 (unaudited)
Statement of Changes in Net Assets in Liquidation for the Nine
Months Ended September 30, 1999 (unaudited)
Statement of Changes in Net Assets in Liquidation for the
Three Months Ended September 30, 1998 (unaudited)
Statement of Changes in Net Assets in Liquidation for the Nine
Months Ended September 30, 1998 (unaudited)
Notes to Financial Statements (unaudited)
Item 2. Management's Plan of Operations
Part II - Other Information
Item 1. Legal Proceedings
Item 2. [Omitted]
Item 3. [Omitted]
Item 4. [Omitted]
Item 5. [Omitted]
Item 6. Exhibits and Reports on Form 8-K
Page 2
<PAGE> 3
Part I - Financial Information
Item 1. Financial Statements
PHYSICIAN HEALTHCARE PLAN OF NEW JERSEY, INC.
STATEMENTS OF NET ASSETS IN LIQUIDATION
<TABLE>
<CAPTION>
September 30 December 31
1999 1998
(unaudited)
<S> <C> <C>
ASSETS
Cash $ 299,320 $ 268,217
Investments 4,718,281 5,387,101
Other 61,362 79,493
LIABILITIES
Claims Payable $ 21,371
Accounts Payable $ 79,721 181,012
Due to Management Company 162,369 383,385
Other Liabilities 76,061 126,930
---------- ----------
Net Assets in Liquidation $4,760,812 $5,022,113
========== ==========
</TABLE>
See accompanying notes.
Page 3
<PAGE> 4
PHYSICIAN HEALTHCARE PLAN OF NEW JERSEY, INC.
STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION
(UNAUDITED)
<TABLE>
<CAPTION>
For the Three
Months Ended
September 30, 1999
<S> <C>
Net Assets in Liquidation at Beginning of
Period: $4,884,531
Investment Income 19,949
Professional Services (124,810)
General and Administrative (16,711)
Other (2,146)
----------
Increase (Decrease) (123,719)
==========
Net Assets in Liquidation at End of Period: 4,760,812
==========
Net Income/Loss per Common Share (27)
==========
Weighted Average Number of Shares 4,629
==========
</TABLE>
See accompanying notes.
Page 4
<PAGE> 5
PHYSICIAN HEALTHCARE PLAN OF NEW JERSEY, INC.
STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION
(UNAUDITED)
<TABLE>
<CAPTION>
For the Nine
Months Ended
September 30, 1999
<S> <C>
Net Assets in Liquidation at Beginning of
Period: $ 5,022,113
Investment Income 175,440
Professional Services (234,731)
General and Administrative (198,458)
Other (3,551)
-----------
Increase (Decrease) (261,301)
===========
Net Assets in Liquidation at End of Period: 4,760,812
===========
Net Income/Loss per Common Share (56)
===========
Weighted Average Number of Shares 4,629
===========
</TABLE>
See accompanying notes.
Page 5
<PAGE> 6
PHYSICIAN HEALTHCARE PLAN OF NEW JERSEY, INC.
STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION
(UNAUDITED)
<TABLE>
<CAPTION>
For the Three
Months Ended
September 30, 1998
<S> <C>
Net Assets in Liquidation at Beginning of
Period: $ 4,887,561
Investment Income 54,569
Professional Services 105,421
General and Administrative (498,728)
Other (84,061)
-----------
Increase (Decrease) (422,799)
===========
Net Assets in Liquidation at End of Period: 4,464,762
===========
Net Income/Loss per Common Share (91)
===========
Weighted Average Number of Shares 4,629
===========
</TABLE>
See accompanying notes.
Page 6
<PAGE> 7
PHYSICIAN HEALTHCARE PLAN OF NEW JERSEY, INC.
STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION
(UNAUDITED)
<TABLE>
<CAPTION>
For the Nine
Months Ended
September 30, 1998
<S> <C>
Net Assets in Liquidation at Beginning of
Period: 4,798,268
Investment Income 304,589
Professional Services (196,557)
General and Administrative (730,245)
Other 288,707
----------
Increase (Decrease) (333,506)
==========
Net Assets in Liquidation at End of Period: 4,464,762
==========
Net Income/Loss per Common Share (72)
==========
Weighted Average Number of Shares 4,629
==========
</TABLE>
See accompanying notes.
Page 7
<PAGE> 8
PHYSICIAN HEALTHCARE PLAN OF NEW JERSEY, INC.
NOTES TO FINANCIAL STATEMENTS
September 30, 1999
(UNAUDITED)
1. UNAUDITED FINANCIAL STATEMENTS
The financial information for the nine months ended September 30, 1999
and September 30, 1998 included herein is unaudited. Such information includes
all adjustments, consisting of a normal and recurring nature, which in the
opinion of management, are necessary for a fair presentation of the Company's
Statements of Net Assets in Liquidation and Statement of Changes in Net Assets
in Liquidation in accordance with generally accepted accounting principles. Such
information should be read in conjunction with Management's Plan of Operation
included herein and the Notes to Financial Statements included in the Company's
Annual Report on Form 10-KSB for the year ended December 31, 1998. The interim
results are not necessarily indicative of the results for the full fiscal year.
2. LIQUIDATION BASIS OF ACCOUNTING
As a result of the sale of its operations to HMO Blue on December 19, 1997, the
Company changed from a going-concern basis of accounting to a liquidation basis
of accounting effective December 31, 1997.
The Statements of Net Assets in Liquidation at December 31, 1998 and September
30, 1999 do not distinguish between current and long-term balances as would be
reflected if such statements had been prepared on a going-concern basis.
3. SALE OF GROUP CONTRACTS AND PROVIDER AGREEMENTS
On December 19, 1997, the Company consummated the transfer and assignment of
certain provider and subscriber contracts constituting its HMO and PPO
operations (the "Transaction") to Medigroup of New Jersey, Inc. (the "Purchaser"
or "HMO Blue"), the health maintenance organization affiliated with Blue Cross
Blue Shield of New Jersey, Inc. The Company received a cash payment of
$1,839,300 as consideration for that transfer and assignment.
Although the Company has sold its operations to HMO Blue, the Company remains
responsible for the payment of claims incurred prior to the December 19, 1997
date of the closing of the Transaction with HMO Blue. The Company's liability
for claims payment after December 19, 1998, the first anniversary of the
Transaction, is limited to claims asserted by a claimant for services prior to
December 19, 1997 and previously acknowledged or otherwise known to the Company.
Any other claims liability will be assumed by the Purchaser effective December
19, 1998. The Company expects that it will surrender its Certificate of
Authority ("COA") to New Jersey insurance regulators at such time as the
regulators approve, based on the regulators' determination that the Company has
satisfied its liabilities, expected some time in 1999. After such surrender, it
is expected that the Company will be dissolved and assets remaining, if any,
after satisfaction of the Company's liabilities will be distributed to
shareholders. Amounts distributed in respect of each outstanding share of the
Company's common stock are expected to be substantially lower than the purchase
price paid for such shares. However, the Company is unable to determine the
final amount that would be available for distribution. Dissolution would require
additional shareholder action.
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4. MANAGEMENT AGREEMENT
Effective September 1, 1994, the Company entered into a management agreement
with Medical Group Management, Inc. ("MGM"), a subsidiary of New Jersey State
Medical Underwriters, Inc. ("NJSMU"). The management agreement with MGM
provided, among other things, that MGM was responsible for all administration
and management of the company. That agreement was terminated effective as of
July 31, 1997.
Effective July 1, 1997, the Company entered into a Management Services Agreement
(the "Management Agreement") with the Purchaser. Under the terms of the
Management Agreement, the Purchaser is providing the Company management and
administrative services necessary for the operation of the Company including,
but not limited to, claims processing, member services, enrollment, provider
assistance, utilization management and financial services. The cost of such
services was based upon a per member per month fee, and was lower than
management fees previously paid by the Company. After the Transaction on
December 19, 1997, the Company's Management Agreement transitioned to a payment
arrangement based on hourly fees.
In addition, effective August 1, 1997, the Company engaged The Pace Group, Inc.
("Pace") to provide certain management transition services and certain corporate
financial and reporting assistance not otherwise provided by the Purchaser.
5. COMMITMENTS AND CONTINGENCIES
The Company was a defendant in an action entitled Beharie v. Physician
Healthcare Plan of New Jersey, et.al., Docket No. L-2397-97, in the Superior
Court of Morris County, New Jersey. Dr. Beharie claimed he was wrongfully
terminated as an employee and subsequently defamed by PHPNJ (and other unrelated
corporate entities). The Plaintiff seeks to recover unspecified compensatory and
punitive damages together with interest and litigation costs from the
Defendants. On April 1, 1999, prior to the summary judgement hearing, Dr.
Beharie reached a settlement with the co-defendant. On August 11, 1999 a
Stipulation of Dismissal was received which dismissed this matter without costs
to the Company.
The Company is a defendant in an action entitled Benjamin Levine, M.D. v.
Physician Healthcare Plan of New Jersey, docket number DC-2841-98, filed in
Superior Court of New Jersey Law Division, Special Civil Part, Mercer County.
The Plaintiff sought to recover $10,000 together with interest and litigation
costs from the Defendants for redemption of stock. On August 14, 1998, the Court
issued a summary judgement to dismiss the action. In November 1998, the
Plaintiff filed an appeal. On March 1, 1999, Dr. Levin filed a motion before the
trail judge, who previously dismissed the action, to be declared indigent and
entitled to free transcripts for the appeal which was denied. On March 31, 1999,
Dr. Levine made a request for the transcripts. A brief was to be filed by Dr.
Levine by July 8, 1999; however, Dr. Levine contacted the Appellate Division
Clerk on July 8, 1999 requesting an additional 45 days to complete his briefing
period which was granted. Dr. Levine filed a brief to the appeal on August 20,
1999. On August 31, 1999, the Company filed a brief in opposition to the appeal
filed by Dr. Levine. A letter brief, concluding the briefing process, was filed
by Dr. Levine on September 21, 1999. The court can request arguments within the
next 120 days. The Company believes that it has excellent defenses which it
intends to vigorously pursue.
Page 9
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ITEM 2.
MANAGEMENT'S PLAN OF OPERATIONS
The following discussion should be read in conjunction with the
Financial Statements and the Notes thereto provided herein.
The Company sold its operations to the Purchaser on December 19, 1997,
following the December 9, 1997 shareholder meeting at which the sale was
approved, and has continued efforts through 1999 year to date to wind down
operations. As a result, effective December 31, 1997, the Company changed its
basis of accounting from a going-concern basis to a liquidation basis. During
the nine months ended September 30, 1999, management activities have been
limited to continuing the Company's payment of existing liabilities, stewardship
of remaining assets, and maintaining compliance as appropriate in reporting to
applicable regulatory agencies.
Although the Company has sold its operations to HMO Blue, the Company
remained responsible for the payment of claims incurred prior to the December
19, 1997 date of the closing of the transaction with HMO Blue. The Company's
liability for claims payment after December 19, 1998, the first anniversary of
the Transaction, is limited to claims asserted by a claimant for services prior
to December 19, 1997 and previously acknowledged or otherwise known to the
Company. Any other claims liability will be assumed by the Purchaser effective
December 19, 1998. The Company expects that it will surrender its COA to New
Jersey insurance regulators at such time as the regulators approve, based on the
regulators' determination that the Company has satisfied its liabilities,
expected in sometime in 1999.
Changes in Net Assets
The decrease in net assets in liquidation for the nine months ended
September 30, 1999 was $261,301 as compared to an decrease of $333,506 for the
nine month period ended September 30,1998. The $261,301 decrease in net assets
for the nine month period ended September 30,1999 represents investment income
offset by general and administrative expenses and professional services.
During the nine months ended September 30, 1999, the Company reported $175,440
in investment income, as compared to $304,5859 earned during the nine months
ended September 30, 1998.
For the nine months ended September 30, 1999, the Company incurred general and
administrative costs of $198,458 as compared to $730,245 for the nine months
ended September 30, 1998. The Company also incurred professional service cost of
$234,731 for the nine months ended September 30, 1999 as compared to $196,557
for the nine months ended September 30, 1998. In 1999 and 1998, such costs and
expenses relate to the limited management activities of the Company including,
but not limited to, costs and expenses incurred due to legal fees, actuarial and
accounting assistance and insurance. See Note 4 of the Notes to Financial
Statements for September, 1999.
The Company has not expended any funds to date, and does not expect to
do so in the future, in connection with preparing its system to be Year 2000
compliant. The Company conducts no operations and as such believes that the Year
2000 issue will not create any material exposures.
Page 10
<PAGE> 11
Financial Condition
As of September 30, 1999, the Company had approximately $5 million in
cash and cash equivalents and investments in U.S. Treasury obligations compared
to approximately $5.2 as of June 30,1999. The approximately $200,000 decrease is
attributable to administrative and general, professional service, and other
expenses as well as a reduction in claims payable, accounts payable, management
fees payable, and other liabilities. Management believes sufficient liquid funds
are available to satisfy any remaining liabilities, medical or otherwise, likely
to occur in the near future(including, without limitation, costs and expenses
related to the administration of liquidation such as legal and actuarial fees,
insurance, accounting fees, and printing and shareholder communication
expenses).
As of September 30, 1999, the Company reported approximately $80,000 in
accounts payable related to various miscellaneous trade vendors. as of September
30, 1999, the Company reported approximately $162,000 management fees payable
related to the Management Agreement described in the Notes to the Financial
Statement, Item 4. As of September 30, 1999, the Company reported approximately
$76,000 in other liabilities which were composed of unclaimed checks.
The Company has not made any liquidating distributions since assuming a
liquidation status and does not anticipate a future distribution until such time
as outstanding liabilities are confirmed as extinguished and net assets
available for liquidation are entirely complete. Additionally, the New Jersey
Department of Banking and Insurance and Department of Health and Senior Services
must approve the surrender of the Company's COA as a precondition for any such
liquidating distributions.
The discussion in this Quarterly Report contains certain
forward-looking statements that involve risks and uncertainties, such as
statements of the Company's plans, objectives, expectations and intentions. The
statements should not be regarded as a representation by the Company that the
expectations or plans of the Company will be achieved. Actual results or events
could differ materially from those discussed herein. Factors that could cause or
contribute to such differences include, but are not limited to, the effect of
requirements imposed by regulatory agencies and the returns on the Company's
investments.
PART II -- OTHER INFORMATION
ITEM 1.
The Company was a defendant in an action entitled Beharie v. Physician
Healthcare Plan of New Jersey, et.al., Docket No. L-2397-97, in the Superior
Court of Morris County, New Jersey. Dr. Beharie claimed he was wrongfully
terminated as an employee and subsequently defamed by PHPNJ (and other unrelated
corporate entities). The Plaintiff seeks to recover unspecified compensatory and
punitive damages together with interest and litigation costs from the
Defendants. On April 1, 1999, prior to the summary judgement hearing, Dr.
Beharie reached a settlement with the co-defendant. On August 11, 1999, a formal
Stipulation of Dismissal was received which dismissed this matter without costs
to the Company.
Page 11
<PAGE> 12
The Company is a defendant in an action entitled Benjamin Levine, M.D. v.
Physician Healthcare Plan of New Jersey, docket number DC-2841-98, filed in
Superior Court of New Jersey Law Division, Special Civil Part, Mercer County.
The Plaintiff sought to recover $10,000 together with interest and litigation
costs from the Defendants for redemption of stock. On August 14, 1998, the Court
issued a summary judgement to dismiss the action. In November 1998, the
Plaintiff filed an appeal. On March 1, 1999, Dr. Levin filed a motion before the
trail judge, who previously dismissed the action, to be declared indigent and
entitled to free transcripts for the appeal which was denied. On March 31, 1999,
Dr. Levine made a request for the transcripts. A brief must be filed by Dr.
Levine by July 8, 1999; however, Dr. Levine contacted the Appellate Division
Clerk on July 8, 1999 requesting an additional 45 days to complete his briefing
period which was granted. Dr. Levine filed a brief to the appeal on August 20,
1999. On August 31, 1999, the Company filed a brief in opposition to the appeal
filed by Dr. Levine. A letter brief, concluding the briefing process, was filed
by Dr. Levine on September 21, 1999. The court can request arguments within the
next 120 days. The Company believes that it has excellent defenses which it
intends to vigorously pursue.
ITEM 2. [Omitted]
ITEM 3. [Omitted.]
ITEM 4. [Omitted.]
ITEM 5. [Omitted]
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS
Reference is made to the Index of Exhibits hereinafter contained on Page nn.
(b) REPORTS ON FORM 8-K.
No reports on Form 8-K were filed during the quarter for which this report on
Form 10-QSB is being filed.
INDEX TO EXHIBITS
EXHIBIT NO. EXHIBIT
3.1 Amended and restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form SB-2)
3.2 Amended and restated By-Laws (incorporated by reference to
Exhibit 3.2 to the Registrant's Registration Statement on Form
SB-2)
4.1 Secondary Offering Prospectus, as approved by the Securities
Exchange Commission on November 9, 1995, detailing rights of
security holders (incorporated by reference to the
Registrant's Registration Statement on Form SB-2)
Page 12
<PAGE> 13
10.1 Physician Participation Agreement with Registrant, and
amendment thereto (incorporated by reference to the
Registrant's Annual Report on Form 10-KSB for the year ended
December 31, 1995)
10.2 Hospital Letter of Agreement with Registrant (incorporated by
reference to Exhibit 10.2 to the Registrant's Registration
Statement on Form SB-2)
10.3 Hospital Participation Agreement with Registrant (incorporated
by reference to Exhibit 10.3 to the Registrant's Form 8-K
filed on December 29, 1997)
10.4 Revised Management Agreement by and between Medical
Group Management, Inc. and the Registrant
(incorporated by reference to Exhibit 10.8 to the
Registrant's Registration Statement on Form SB-2)
10.5 Capital Management Agreement between New England
Asset Management and Registrant (incorporated by
reference to Exhibit 10.9 to the Registrant's
Registration Statement on Form SB-2)
10.6 Letter of Intent between Acordia of Southern
California and Medical Group Management, Inc.
(incorporated by reference to Exhibit 10.10 to the
Registrant's Registration Statement on Form SB-2)
10.7 Lease for Registrant's facility (incorporated by reference to
Exhibit 10.11 to the Registrant's Registration Statement on
Form SB-2)
10.8 Assignment and Assumption of Lease Agreement dated February
11, 1997 (incorporated by reference to Exhibit 10.8 in the
Registrant's Registration Statement Form SB-2)
10.9 Agreement between the Registrant and Medigroup of
New Jersey, Inc. dated as of June 26, 1997 (incorporated
by reference to Exhibit 10.9 to the Registrant's Form 10-QSB
for quarter ended September 30, 1997)
10.10 Management Services Agreement between the Registrant and
Medigroup of New Jersey, Inc. dated as of June 26, 1997
(incorporated by reference to Exhibit 10.9 to the Registrant's
Form 10-QSB for quarter ended June 30, 1997)
10.11 Termination and Release Agreement by and between Medical Group
Management, Inc. and Physician Healthcare Plan of New Jersey,
Inc., dated as of July 31, 1997 (incorporated by reference to
Exhibit 10.11 to the Registrant's Form 10-QSB for quarter
ended September 30, 1997)
10.12 Letter Agreement between Medigroup of New Jersey, Inc. and
Physician Healthcare Plan of New Jersey., dated as of August
26, 1977, relating to the sale of certain fixed assets
(incorporated by reference to Exhibit 10.12 to the
Registrant's Form 10-QSB for quarter ended September 30, 1997)
Page 13
<PAGE> 14
10.13 Services Agreement between The Pace Group, Inc. and Physician
Healthcare Plan of New Jersey, Inc., dated as of August 1,
1997 (incorporated by reference to Exhibit 10.13 to the
Registrant's Form 10-QSB for quarter ended September 30, 1997)
10.14 Agreement between Medigroup of New Jersey, Inc. and Physician
Healthcare Plan of New Jersey, Inc., dated July 25, 1997,
relating to the use of certain computer equipment
(incorporated by reference to Exhibit 10.14 to the
Registrant's Form 10-QSB for quarter ended September 30, 1997)
10.15 Management Services Agreement dated as of December 19, 1997
between Physician Healthcare Plan of New Jersey, Inc. and
Medigroup of New Jersey, Inc. (incorporated by reference to
Exhibit 99.3 to the Registrant's Form 8-K filed December 29,
1997)
27 Financial Data Schedule
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
PHYSICIAN HEALTHCARE PLAN OF NEW JERSEY, INC.
BY: /S/ JOSEPH BILLOTTI, M.D.
--------------------------------
Joseph Billotti, M.D.
Chairman
/S/ Russell F. Mohawk
--------------------------
Russell F. Mohawk
Senior Consultant of The Pace Group, Inc.
(Acting in the capacity of Principal Accounting Officer and Principal
Financial Officer of the Registrant)
DATED: December 16, 1999
Page 14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
STATEMENT OF NET ASSETS IN LIQUIDATION AT JUNE 30, 1999 (UNAUDITED) AND THE
STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION FOR THE THREE MONTHS ENDED
JUNE 30, 1999 (UNAUDITED) AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000948547
<NAME> PHYSICIAN HEALTHCARE PLAN OF NEW JERSEY, INC.
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JUL-01-1999
<PERIOD-END> SEP-30-1999
<EXCHANGE-RATE> 1
<CASH> 299,320
<SECURITIES> 4,718,281
<RECEIVABLES> 61,362
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 5,078,963
<CURRENT-LIABILITIES> 318,151
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 4,760,812
<TOTAL-LIABILITY-AND-EQUITY> 5,078,963
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (123,719)
<INCOME-TAX> 0
<INCOME-CONTINUING> (123,719)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (123,719)
<EPS-BASIC> (27)
<EPS-DILUTED> (27)
</TABLE>
