2
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934.
For the quarterly period ended December 31, 1996
o Transition report under Section 13 or 15(d) of the Exchange Act.
For the transition period from ___________ to ___________
FIRST NATIONS FINANCIAL SERVICES COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
333-1612 76-0481583
(Commission File Number) (IRS Employer Identification Number)
C/O WILLIAM T. JULIANO
2150 NORTH OCEAN BLVD.
BOCA RATON, FLORIDA 33431
(Address of principal executive offices)
(800) 790-2474
(Registrant's telephone number, including area code)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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.
X Yes No
-
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable dated: April 4, 1997 -- 1,000
shares of Common Stock
Transitional Small Business Disclosure Format (check one):
Yes X No
-
FORM 10-QSB
FIRST NATIONS FINANCIAL SERVICES COMPANY
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Accountant's Compilation Report
- - ---------------------------------
To the Board of Directors
First Nations Financial Services Company
Boca Raton, Florida
We have compiled the accompanying balance sheet of First Nations
Financial Services Company (a development stage company) as of December 31,
1996, and the related statements of operations, changes in stockholders'
equity and cash flows for the period October 16, 1995 (Date of Inception)
through December 31, 1996 and the three months ended December 31, 1996 and
1995, in accordance with Statements on Standards for Accounting and Review
Services issued by the American Institute of Certified Public Accountants.
A compilation is limited to presenting in the form of financial
statements information that is the representation of management. We have not
audited or reviewed the accompanying financial statements and, accordingly, do
not express an opinion or any other form of assurance on them.
As more fully discussed in the notes to the financial statements, the
Company has significant transactions with a shareholder and related interests.
/s/Harper & Pearson Company
Houston, Texas
April 4, 1997
Balance Sheet
December 31, 1997
- - -------------------
ASSETS
CURRENT ASSETS
Cash $ 301,269
Interest receivable, related parties 9,603
Notes receivable, related parties 540,000
-----------
TOTAL CURRENT ASSETS 850,872
-----------
COMPUTER EQUIPMENT 1,990
----------
OTHER ASSETS
Trademarks 217
Organization costs 131,604
-----------
131,821
-----------
$ 984,683
===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES $ -
-----------------------------------
COMMITMENT
SHAREHOLDERS' EQUITY
6% Series A, cumulative, nonvoting, preferred shares,
.001 par value, 1,000 shares authorized, issued
and outstanding; liquidation preference of $1,000,000 1
Common stock, $.001 par value, 2,000 shares authorized,
and 1,000 shares issued and outstanding 1
Additional paid-in-capital 1,027,665
Deficit accumulated during the development stage (42,984)
------------
984,683
------------
$ 984,683
============
See accountants' compilation report and accompanying notes.
Statements of Operations
October 16, 1995 through December 31, 1996
and the three months ended December 31, 1996 and 1995
- - --------------------------------------------------------------
Inception to
December 31, Three Months Ended December 31,
1996 1996 1995
--------- -------------- -------------------------------
INTEREST INCOME,
RELATED PARTIES $ 79,603 $ 9,603 $ -
--------- -------------- -----------------------------
EXPENSES
Accounting Fees 300 - -
Bank charges 487 78 -
Interest expense 10,000 - -
Legal fees 469 - -
Office supplies and expenses 1,294 534 -
Postage 3,196 1,368 -
Printing 235 - -
Professional Fees 307 - -
Rent, related party 105,000 15,000 -
Telephone expense 77 19 -
Travel expense 1,222 145 -
--------- -------------- ----------------
122,587 17,144 -
--------- -------------- -------------- --
$(42,984) $ (7,541) $ -
========= ============== =================
NET LOSS
$ (42.98) $ (7.54) $ -
========= ============== ================
LOSS PER COMMON SHARE
SHARES USED IN COMPUTING LOSSES
PER COMMON SHARES 1,000 1,000 -
--------- -------------- -----------------
See accountants' compilation report and accompanying notes.
Statement of Changes in Shareholders' Equity
October 16, 1995 through September 30, 1996
and the three months ended December 31, 1996
- - ---------------------------------------------------
Additional
Preferred Paid-In Retained
Stock Common Stock Capital (Deficit) Total
---------- ------------- ------------ ---------- -----------
BTB>
Sale of Stock $1 $1 $1,049,998 $- $1,050,000
Net Loss - - - (35,443) (35,443)
---------- ------------- ------------ ---------- -----------
Balance -
September 30, 1996 1 1 1,049,998 (35,443) 1,014,557
Refund of Additional
Paid-in Capital - - (22,333) - (22,333)
Net Loss - - - (7,541) (7,541)
---------- ------------- ------------ ---------- -----------
Balance -
December 31, 1996 $1 $1 $1,027,665 $(42,984) $984,683
======== ============= ============ ========== ===========
See accountants' compilation report and accompanying notes.
Statements of Cash Flows
October 16, 1995 through December 31, 1996
and the three months ended December 31, 1996 and 1995
- - --------------------------------------------------------------
Inception to
December 31,
1996 1996
----------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(42,984) $(7,541)
----------- --------------
Adjustments to reconcile net loss to net cash used by operating activities:
Change in operating assets and liabilities:
Interest receivable, related party (9,603) (9,603)
Interest payable, related party - (10,000)
----------- --------------
Total Adjustments (9,603) (19,603)
----------- --------------
Net Cash Used by Operating Activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of computer equipment (1,990) -
Payments for organization costs (131,604) (23,681)
Payments for trademark (217) -
Sale of mortgage note receivable, related party 1,000,000 1,000,000
Issuance of notes, receivable, related parties (540,000) (540,000)
----------- --------------
Net Cash Provided by Investing Activities 326,189 436,319
----------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable, shareholder 87,503 -
Payment of note payable, shareholder (87,503) (87,503)
Proceeds from issuance of stock 50,000 -
Refund of additional paid-in-capital (22,333) (22,333)
----------- --------------
Net Cash Provided (Used) by Financing Activities 27,667 (109,836)
----------- --------------
NET INCREASE IN CASH 301,269 299,339
----------- --------------
CASH AT BEGINNING OF PERIOD - 1,930
----------- --------------
CASH AT END OF PERIOD $301,269 $301,269
=========== ==============
NONCASH INVESTING ACTIVITY:
Note receivable obtained from related party for paid-in capital
$1,000,000 $-
=========== ==============
Three Months Ended December 31,
1995
--------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $-
--------------------------------
Adjustments to reconcile net loss to net cash used by operating activities:
Change in operating assets and liabilities:
Interest receivable, related party -
Interest payable, related party -
--------------------------------
Total Adjustments -
--------------------------------
Net Cash Used by Operating Activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of computer equipment -
Payments for organization costs -
Payments for trademark -
Sale of mortgage note receivable, related party -
Issuance of notes, receivable, related parties -
-----------------------------
Net Cash Provided by Investing Activities -
--------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable, shareholder -
Payment of note payable, shareholder -
Proceeds from issuance of stock -
Refund of additional paid-in-capital -
--------------------------------
Net Cash Provided (Used) by Financing Activities -
--------------------------------
NET INCREASE IN CASH -
--------------------------------
CASH AT BEGINNING OF PERIOD -
--------------------------------
CASH AT END OF PERIOD $-
================================
NONCASH INVESTING ACTIVITY:
Note receivable obtained from related party for paid-in capital
$-
================================
See accountants' compilation report and accompanying notes.
Notes to Financial Statements
December 31, 1996
- - -------------------
NOTE A BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Nature of Operations - First Nations Financial Services Company (the Company)
- - ---------------------
is a Delaware corporation with its principal objective to become a significant
participant in the financial services industry. The Company believes that its
growth will be sustained by its commitment to servicing a segment of the
market, which is not adequately serviced by commercial banks. The Company has
only recently completed its initial capitalization and has not commenced
significant operations. Because the Company has only limited equity capital
with which to operate, there are no assurances that the Company will be
successful unless the offer to sell a significant amount of the $50,000,000 in
subordinated debt is successful.
Basis of Presentation - The interim financial data is unaudited; however, in
- - -----------------------
the opinion of management, the interim data includes all adjustments,
consisting only of normal recurring adjustments necessary for a fair statement
of the results for the interim periods. The financial statements included
herein have been prepared by the Company pursuant to the rules and regulations
of the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, although the Company believes that the
disclosures included herein are adequate to make the information presented not
misleading.
The organization and business of the Company, accounting policies followed by
the Company and other information are contained in the notes to the Company's
financial statements filed as part of the Company's Registration Statement
Form SB-2. This report should be read in conjunction with such registration
statement.
Estimates - The preparation of financial statements in conformity with
- - ---------
generally accepted accounting principles requires management to make estimates
- - -------
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. Management
estimates that the administrative costs, such as legal and accounting, to
complete the offering discussed in the first paragraph above are approximately
$10,000. This amount does not include any fees, commissions, or other costs
associated with the sale of the subordinated debt.
Fair Value of Financial Instruments - Management is of the opinion that the
- - --------------------------------------
carrying value of all financial instruments is substantially equal to fair
- - --
value at December 31, 1996.
- - --
Cash - At December 31, 1996, the Company had on deposit with a financial
- - ----
institution, cash totaling approximately $201,000 in excess of FDIC insurance
- - ----
limits.
Computer Equipment - Computer equipment is stated at cost. Depreciation is
- - -------------------
calculated considering the estimated useful lives of the respective assets on
- - ---
the straight-line method. Computer equipment is being depreciated over a three
year period. No depreciation was recorded during the period, as it would be
immaterial.
Expenditures for additions are capitalized and expenditures for maintenance
and repairs are charged to earnings as incurred.
When properties are retired or otherwise disposed of, the cost thereof and the
applicable accumulated depreciation and amortization are removed from the
respective accounts and the resulting gain or loss is reflected in earnings.
Organization Costs - Organization costs include filing fees with the
- - -------------------
Securities and Exchange Commission ($17,991), the National Association of
- - ---------
Securities Dealers, Inc. ($5,750), Blue Sky registration fees in several
- - ----
states ($15,181), legal ($69,245), accounting ($22,257) and other costs
- - ----
($1,180) associated with the organization of the Company.
- - ----
Of these costs, approximately $71,000 will be charged against the proceeds, if
any, of the subordinated debt discussed in Note E. Remaining capitalized costs
will be amortized over a five year period.
Income Taxes - Since inception, the Company has incurred net operating losses
- - -------------
amounting to $42,984. This net operating loss carryforward will expire in the
years 2011 and 2012, if not previously utilized.
No tax benefit for the loss carryforward has been reported in the financial
statements. Accordingly, the tax benefit of approximately $15,000 resulting
from the utilization of the loss carryforward has been offset by a valuation
allowance of the same amount.
Statement of Cash Flows - For purposes of reporting cash flows, cash and cash
- - ------------------------
equivalents includes only cash on hand and in demand deposit accounts with a
bank.
Loss Per Common Share - Loss per common share is computed using the weighted
- - -----------------------
average number of shares of common stock outstanding during the period.
NOTE B MORTGAGE NOTE RECEIVABLE, RELATED PARTY
The 12% $1,000,000 mortgage note receivable assigned to the Company by Mr.
William T. Juliano in exchange for 1,000 shares of preferred stock was
receivable from Plaza Investment Corporation (Plaza), a New Jersey corporation
and was payable to Mr. William T. Juliano. Mr. Juliano is an officer and
stockholder of both the Company and Plaza. Mr. Juliano acquired the mortgage
note during December 1992 in exchange for $1,000,000 cash advanced to the then
unrelated company, Plaza.
On October 8, 1996, the Company sold, for $1,000,000 cash, the $1,000,000 note
receivable from Plaza Investment Corporation to Mr. Juliano.
NOTE C NOTE PAYABLE, SHAREHOLDER
Note payable, shareholder amounting to $87,503 plus accrued interest of
$10,000 was fully paid on October 9, 1996.
NOTE D LEASE COMMITMENT, RELATED PARTY
The Company presently leases, from a company owned by Mr. William T. Juliano,
office space for its executive offices as well as furniture, fixtures and
equipment at 560 Fellowship Road, Mount Laurel, New Jersey 08054. Effective
October 1, 1996, the lease commitment was renegotiated for a period commencing
on that date and expiring January 31, 1998 at a minimum annual rental of
$60,000. This agreement is not the result of arm's length negotiation. The
aggregate lease commitment for the remaining lease term is approximately
$65,000. Subsequent to December 31, 1996, this lease was cancelled with the
understanding that Mr. Juliano would provide space, and furniture, fixtures
and equipment for the Company for twelve months without cost to the Company.
NOTE E SUBORDINATED DEBT
The Company intends to offer for sale up to $50,000,000 in unsecured senior
subordinated notes with varying interest rates on a best-efforts basis with
maturities ranging from three months to ten years. The notes may be extended,
at the option of the Company, for a term equal to the original term unless the
holder requests repayment within seven days prior to the original maturity
date. There is no minimum amount of the notes that must be sold. The Company
may pay commissions of up to 6% of the principal amount of each note sold plus
any out-of-pocket expenses incurred in connection with the offer and sale of
the notes.
The Company will utilize the net proceeds from the sale of the notes for its
general corporate purposes. Corporate general purposes may include financing
of future growth, origination or acquisition of a business loan portfolio,
origination or acquisition of loans secured by equipment, such as automobiles,
trucks, golf carts, boats and other vehicles; origination or acquisition of a
portfolio of home equity loans as well as other finance related activities;
and possible future acquisition of related businesses or assets. The precise
amounts and timing of the application of such proceeds will depend upon many
factors, including, but not limited to, the amount of any such proceeds,
actual funding requirements and the availability of other sources of funding.
Until such time as the proceeds are utilized, they may be invested in short
and long-term investments, including treasury bills, commercial paper,
certificates of deposit, securities issued by U.S. government agencies, money
market funds and repurchase agreements, depending on the Company's cash flow
requirements. The Company's investment policies permit significant flexibility
as to the types of such investments that may be made by the Company. The
Company may also maintain daily unsettled balances with certain
broker-dealers. While the Company may from time to time consider potential
acquisitions, the Company as of the date of this report had no commitments or
agreements with respect to any material acquisitions.
NOTE F NOTES RECEIVABLE, RELATED PARTIES
During the third quarter of 1996, the Company entered into demand notes
receivable amounting to $540,000 with three entities related to Mr. Juliano.
These notes bear interest at 12.5% per annum and are secured by real estate.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION
(a) Plan of Operation - Overview. The Company is newly organized and
----------------------------
has very limited operating history. Neither the Company nor its management
have any experience in raising or investing funds. However, the Company's
objective is to become a significance participant in three interrelated
segments of the financial services industry. The Company believes that it can
achieve its objective by its commitment to servicing a market niche which is
not adequately serviced by commercial banks or traditional lending sources.
In servicing its market, the Company will stress the importance of identifying
profitable lending opportunities and quick closing.
The income generated from the Company's loan portfolio will be used to
pay principal and interest on the Notes, related operating costs and expenses
of the Company. The earnings on the loans and other assets owned by the
Company and the interest cost of the Notes will determine the Company's
results of operations in the future. The Company believes there are no
changes, trends or anomalies which will materially adversely affect the
anticipated delinquency and loss experience of the loans.
Initial Primary Business. During the start-up phase the Company's
--------------------------
initial focus will be limited to commercial and business loans. The Company's
-
lending activities during this phase will be structured in such a manner and
in a geographic location that does not require any kind of licensing. This
phase will expand to commercial and business lending that does require
licenses when, and only when, the necessary licenses are acquired. Management
does not believe the present lack of licenses will materially adversely affect
the Company's ability to do business and does not know of any impediment or
disqualification for the issuance of any licenses which may be required in the
future.
William T. Juliano, the Company's Chief Executive Officer, has been
active for many years in buying, selling, financing and developing many kinds
of real estate. Because of his background, the Company has received
preliminary expressions of interest to finance approximately $10 Million of
projects ranging from $500,000 and up.
During this start-up phase and until the Company's cash flow is adequate,
the executive officers of the Company will devote substantially all their time
to operations without any compensation. The monthly rental cost for the
office space, furniture and equipment is furnished by William T. Juliano to
the Company without cost for the 12 months ending February 12, 1998. In
addition, bookkeepers, secretaries, administrative assistants and support
staff are presently employed by William T. Juliano, or one of his affiliates,
and he will make their services available without cost to the Company until
cash flow from operations will cover their costs.
The Company does not intend to pursue its other intended lines of
business until the commercial lending activity has been established and
$5,000,000 of the net proceeds of the sale of Notes has been invested.
Plan of Operation for Next 12 Months. Until the Company receives
------------------------------------------
proceeds from the sale of Notes, invests the proceeds and receives a return on
--
the investment, the Company's only source of funds for advertising, marketing
and promotion will be its limited equity capital and the income derived from
its investment. Therefore, the Company may expend significant cash in the
early months of operation to cover its cost of developing the business.
During the first 12 months of operations the Company anticipates that
proceeds from the sale of Notes will begin slowly and increase as the
Company's marketing plan takes effect. Without regard to the amount of Notes
sold, the Company has sufficient resources to pay its operating expenses for
the first 12 months because the Company's executive office and the furniture
and equipment located in the space is furnished by Mr. Juliano without cost to
the Company. The executive officers of the Company will devote substantially
all their time to operations without compensation until the Company's cash
flow is adequate to cover market level compensation. Bookkeepers,
secretaries, administrative assistants and support staff are presently
employed by William T. Juliano, or one of his affiliates, and he will make
their services available without cost to the Company until cash flow from
operations will cover their costs.
The Company will initially sell Notes only through its employees.
However, the Company is likely to engage the services of one or more
broker-dealers during the first year of operations. In order to arrive at its
forecasted Note sales for the first 12 months, management had preliminary
discussions with several small broker-dealers and examined the amount of
similar debt instruments sold by two comparable issuers. Management believes
its estimates are realistic and conservative. A part of the Company's plan to
sell the Notes is direct personal contact with selected broker-dealers in the
states where the offering is registered. The broker-dealers will be selected
based upon their number of registered representatives and access to financial
products comparable to the Notes offered by the Company. Management believes
that it will fill a need for broker-dealers identified by its selection
process because each have a few clients for whom the Notes are suitable
investments and do not otherwise have the ability to participate in a similar
primary offering.
(b) Management's Discussion and Analysis of Interim Financial
------------------------------------------------------------
Information. The Company's activities during the period from the effective
----
date of its Registration Statement until the date of this Report have been
limited to:
1. Qualification as a foreign corporation in the State of Florida.
2. Application for a license as a Mortgage Broker in the State of Florida.
3. Formulating plans for the marketing of the Senior Subordinated Fixed
Rate Term Notes covered by the Company's Registration Statement.
In order to generate a limited amount of investing income the Company has
made demand loans to related entities in the aggregate amount of $540,000.
As of the date of this Report the Company has not issued any Notes and,
therefore, has not commenced significant operations.
The Company's operating expenses have declined because the monthly rent
expense of $5,000 was terminated effective February 13, 1997 and the legal and
accounting services related to the offering of Notes was substantially
complete as of the effective date of the Registration Statement, February 19,
1997.
Therefore, as of the date of this Report interest income is sufficient to
cover the present expenses of the limited operations. As the Company
intensifies its selling and marketing of the Notes, expenses will increase
significantly.
The Company's principal source of external liquidity is proceeds from the
sale of Notes. The principal source of internal liquidity is interest income
from investments of the Company's limited capital and proceed from the sale of
Notes. In addition, this Company's only other source of external liquidity is
equity investment by the shareholders.
Safe Harbor Statement under the Private Securities Litigation Reform Act
of 1995: The information included in the Management's Discussion and Analysis
section is forward-looking and involves risks and uncertainties that could
significantly impact expected results. While it is impossible to itemize the
many factors and specific events that could effect the outlook of any company
operating in the financial services industry, the Company's outlook for 1997
is predominantly based on its interpretation of what it considers key future
assumptions. These include, but are not limited to, the amount of proceeds
received from the sale of Notes, the blended maturity of all Notes sold, the
blended interest rate payable by the Company in connection with its Notes and
the quantity, quality, yield and category of available loans and other
investments, which cannot be accurately predicted, and changes with general
economic conditions and interest rates.
PART II
ITEM 5. OTHER INFORMATION
Effective the 13th day of February, 1997 the Company canceled its lease
with a company owned by Mr. William T. Juliano covering office space for its
executive offices as well as furniture, fixtures and equipment at 560
Fellowship Road, Mt. Laurel, New Jersey 08054. Effective on the same date Mr.
Juliano agreed to provide office space, furniture, fixtures and equipment for
the Company's executive offices at 2150 North Ocean Blvd., Boca Raton, Florida
33431 for 12 months without cost to the Company. The Company is also leasing
office space in the State of Delaware.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 10 - Material Contracts
Exhibit 27 - Financial Data Schedule
(b) No reports on Form 8-K were filed by the Company during the
quarter ended December 31, 1997.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
FIRST NATIONS FINANCIAL SERVICES COMPANY
Date: April 4, 1997 By: /s/William T. Juliano
----------------------
William T. Juliano, President & Chief Executive
Officer
Date: April 4, 1997 By: /s/Thomas E. Juliano
---------------------
Thomas E. Juliano, Treasurer, Chief
Financial
Officer and Secretary
1
Exhibit 10 - Page 1
EXHIBIT 10
MATERIAL CONTRACTS
ADDENDUM TO LEASE
This Addendum dated February 13, 1997 is entered into by and between
PLAZA INVESTMENT CORPORATION, a New Jersey corporation located at 560
Fellowship Road, Mount Laurel, New Jersey 08045 (hereinafter referred to as
"Landlord") and FIRST NATIONS FINANCIAL SERVICES COMPANY, a Delaware
corporation located at 560 Fellowship Road, Mount Laurel, New Jersey 08054
(hereinafter referred to as "Tenant").
W I T N E S S E T H:
-------------------
The aforementioned parties entered into a lease agreement dated February
1, 1996 for certain premises located in the Landlord's building known as Plaza
Office Center in Mount Laurel, New Jersey.
NOW, THEREFORE, intending to be legally bound, the parties hereby agree
that as of February 13, 1997 the lease is hereby cancelled and terminated.
PLAZA INVESTMENT CORPORATION
/s/ Karen E. Ehrgott By: /s/ Anthony J. Grippo
- - ----------------------- -----------------------
Witness Anthony J. Grippo, Vice
President
LANDLORD
FIRST NATIONS FINANCIAL SERVICES
COMPANY
/s/ Deborah A. Dickinson By: /s/ William T. Juliano
- - -------------------------- ------------------------
Witness William T. Juliano, President
TENANT
Exhibit 27 - Page 1
EXHIBIT 27
FINANCIAL DATA SCHEDULE
This schedule contains summary financial information extracted from the
financial statements as of March 31, 1997, and for the three months then
ended, and is qualified in its entirety by reference to such financial
statements.
ITEM NUMBER
- - -------------
ITEM DESCRIPTION AMOUNT
--------------------------------------------------------- -------
5-02(1) Cash and cash items. $ 301
5-02(2) Marketable securities 0
5-02(3)(a)(1) Notes and accounts receivable-trade 550
5-02(4) Allowances for doubtful accounts 0
5-02(6) Inventory 0
5-02(9) Total current assets 851
5-02(13) Property, plant and equipment 2
5-02(14) Accumulated depreciation 0
5-02(18) Total assets 985
5-02(21) Total current liabilities 0
5-02(22) Bonds, mortgages and similar debt 0
5-02(28) Preferred stock-mandatory redemption 0
5-02(29) Preferred stock-no mandatory redemption 1
5-02(30) Common stock 1
5-02(31) Other stockholder's equity 983
5-02(32) Total liabilities and stockholders' equity 985
5-03(b)1(a) Net sales tangible products 0
5-03(b)1 Total revenues 9
5-03(b)2(a) Cost of tangible goods sold 0
5-03(b)2 Total costs and expenses applicable to sale and revenues 0
5-03(b)3 Other costs expenses 17
5-03(b)5 Provision for doubtful accounts and notes 0
5-03(b)(8) Interest and amortization of debt discount 0
5-03(b)(10) Income before taxes and other items <8>
5-03(b)(11) Income tax expense 0
5-03(b)(14) Income/loss continuing operations <8>
5-03(b)(15) Discontinued operations 0
5-03(b)(17) Extraordinary items 0
5-03(b)(18) Cumulative effect-changes in accounting principles 0
5-03(b)(19) Net income or loss <8>
5-03(b)(20) Earnings per share-primary <7.54>
5-03(b)(20) Earnings per share-fully diluted 0