-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CdqBWiYO9roAp3LyKIVi6/TlG8bCic6tLICEDEHlOMhawOMNKWw/OOVCqjmowpVo poU4/ywsXok8koiCqC4XNw== 0001021890-98-000074.txt : 19980424 0001021890-98-000074.hdr.sgml : 19980424 ACCESSION NUMBER: 0001021890-98-000074 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19980423 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORION FINANCIAL LTD CENTRAL INDEX KEY: 0000711210 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE AGENTS & MANAGERS (FOR OTHERS) [6531] IRS NUMBER: 840858679 STATE OF INCORPORATION: CO FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-11043 FILM NUMBER: 98599440 BUSINESS ADDRESS: STREET 1: 80 NORTH HOYT ST CITY: DENVER STATE: CO ZIP: 80226 BUSINESS PHONE: 8183044167 MAIL ADDRESS: STREET 1: 80 NORTH HOYT STREET CITY: DENVER STATE: CO ZIP: 80226 FORMER COMPANY: FORMER CONFORMED NAME: ORION BROADCAST GROUP INC DATE OF NAME CHANGE: 19900130 10QSB 1 QUARTERLY REPORT ON FORM 10-QSB--MARCH 31, 1998 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998 [ ] TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO ----------- ---------- Commission file number 0-11043 ORION FINANCIAL, LTD. --------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) Colorado 84-0858679 ------------------------------ ------------------------------- (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 80 N. Hoyt Street Lakewood, Colorado 80226 -------------------------------------- (Address of principal executive offices) (303) 238-0937 ------------------------- (Issuer's telephone number) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] The number of shares outstanding of the Issuer's Common Stock, no par value common stock, as of September 30, 1997, was 4,641,522. Transitional small business disclosure format: Yes [ ] No [X] 9 Total Pages 1 ORION FINANCIAL, LTD. FORM 10-QSB FOR THE QUARTER ENDED SEPTEMBER 30, 1997 INDEX SECTION PAGE - ------- ---- PART I - FINANCIAL INFORMATION* Balance Sheets - March 31, 1998 & June 30, 1997 3 Statement of Operations - For the three months ended March 31, 1998 & 1997 4 Statement of Operations - For the nine months ended March 31, 1998 & 1997 5 Statements of Cash Flow - For the nine months ended March 31, 1998 and 1997 6 Notes to the Financial Statements 7 Management's Discussion and Analysis or Plan of Operations 8 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 9 Signatures 10 * The accompanying financial statements are not covered by an Independent Certified Public Accountant's Report. 2
Orion Financial, Ltd. Balance Sheets Assets March 31, June 30, 1997 1998 (Unaudited) --------------- ------------- Current Assets Cash ......................................... $ 167,436 $ 203,041 Short Term investments ....................... 0 0 ----------- ----------- Total Current Assets ................... 167,436 203,041 Total Assets ................................. $ 167,436 $ 203,041 =========== =========== Liabilities & Equity Current Liabilities Accounts Payable & Accrued Expenses .......... $ 0 $ 8,923 ----------- ----------- Equity Common Stock ................................. 371,322 371,322 Additional Paid in Capital ................... 4,639,182 4,639,182 Accumulated Deficit .......................... (4,843,068) (4,816,386) ----------- ----------- Total Equity ........................... 167,436 194,118 Total Liabilities & Equity ................... $ 167,436 $ 203,041 =========== ===========
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Orion Financial, Ltd. Statement of Operations (Unaudited) Three Months Ended March 31, ----------------------------- 1998 1997 ------------ ----------- Interest Income ............................ $ 1,560 $ 102 Accounting & Legal Expenses ................ (3,878) (9,138) Compensation Expenses ...................... (3,000) (3,000) Miscellaneous Expenses ..................... (958) (797) ----------- ----------- Net Income (Loss) .......................... $ (6,276) $ (12,833) =========== =========== Net Income (Loss) per Share ................ $ 0.00 $ 0.00 =========== =========== Weighted Average Shares Outstanding ........ 4,641,522 4,641,522 =========== ===========
4
Orion Financial, Ltd. Statement of Operations (Unaudited) Nine Months Ended March 31, ---------------------------- 1998 1997 -------- -------- Interest Income ............................ $ 4,733 $ 5,728 Miscellaneous Income ....................... 119 0 ----------- ----------- Total Income ............................... 4,852 5,728 Accounting & Legal Expenses ................ (8,343) (11,648) Bad Debts .................................. (10,000) 0 Compensation Expenses ...................... (9,000) (9,000) Miscellaneous Expenses ..................... (4,192) (2,977) ----------- ----------- Net Income (Loss) .......................... $ (26,683) $ (17,897) =========== =========== Net Income (Loss) per Share ................ $ (0.01) $ 0.00 =========== =========== Weighted Average Shares Outstanding ........ 4,641,522 4,641,522 =========== ===========
5
Orion Financial, Ltd. Statement of Cash Flows (Unaudited) Nine Months Ended March 31, --------------------------- 1998 1997 ------ ------ Cash Flow from operating activities: Net income (loss) ........................................................ $ (26,683) $ (17,897) Adjustments to reconcile net loss to net cash provided (used) by operating activities: Changes in assets and liabilities: Accounts Payable ............................................................... (8,923) (176) Accrued Liabilities ............................................................ 0 0 --------- --------- Net cash provided (used) by operating activities ......................... (35,606) (18,073) Increase (decrease) in cash and cash equivalents ............................... (35,606) (18,073) Cash and cash equivalents, beginning of period ................................. 203,041 222,076 ========= ========= Cash and cash equivalents, end of period ....................................... $ 167,435 $ 204,003 ========= =========
6 ORION FINANCIAL, LTD. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) 1. GENERAL: Orion Financial, Ltd. (the "Company"), has elected to omit substantially all footnotes to the Financial Statements for the nine months ended March 31, 1998, since there have been no material changes to the information previously reported by the Company in its annual report filed on Form 10-K, for the year ended June 30, 1997. 2. UNAUDITED INFORMATION: The information herein was taken from the books and records of the Company without audit. However, such information reflects all adjustments which are, in the opinion of management, necessary in order to make the financial statements not misleading. The information presented is not necessarily indicative of the results from operations expected for the full fiscal year. 7 ORION FINANCIAL, LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES Orion Financial, Ltd. (the "Company") had working capital at March 31, 1998, of approximately $167,436, which should be sufficient for the Company to fund its obligations for the next 18 to 24 months provided the Company does not enter into a business combination that provides the Company with business operations. The Company's minimal cash position limits the Company in its future direction because it does not have the ability to raise additional funds through borrowings or equity offerings given its lack of business operations. The long term survivability of the Company depends on whether or not the Company is able to enter into a business combination that would provide the Company with successful business operations. The Company has entered into a Binding Letter of Agreement with Terry Hunter and his management team ("Team") and Investment Management of America, Inc. ("IMA") pursuant to which the Company has agreed to issue 26,139,940 shares of the Company's common stock to IMA and certain of its related persons for $35,000, the Company has agreed to raise a minimum of $880,000 in the form of convertible debt or equity, the Company has agreed to acquire certain of the assets of Athletic Footwear, Inc. ("AFI"), a defunct shoe manufacturer, and pay off certain of AFI's bridge loans for a total of 1,152,780 shares of the Company's common stock and certain of the Company's directors and major shareholders are to exercise their options to purchase 2,400,000 shares of the Company's common stock. As a result of the transaction, the board of directors and officers of the Company will change and IMA and certain of its related persons will control the Company. In connection with the Binding Letter of Agreement, the Company has also entered into a Production and Inventory Dating Agreement with Asia Pacific Industries Development Group ("APIDG") pursuant to which the Company has agreed to issue APIDG 4,548,787 shares of the Company's common stock if the transactions set forth in the Binding Letter of Agreement are consummated. Pursuant to the Production and Inventory Dating Agreement, the Company has agreed to order all shoe products that it will sell in the United States, Peoples Republic of China, Australia, Taiwan, Hong Kong, Thailand, Singapore, Indonesia, the Philippines, Malaysia, Viet Nam and Laos from factories designated by APIDG and APIDG has agreed to provide the Company with inventory financing. The Company and APIDG have agreed, that after the first order is placed by the Company and the payment for that order is made, APIDG will establish a joint venture in Hong Kong and act as the sole agent for the Company's shoe products for China and southeast Asia and develop the markets there. APIDG has agreed that the Company will own a minimum of 10% of the new joint venture company. The purpose of the transactions will be to enable the Company, assuming that the Company is able to raise additional capital, of which there are no assurances, to begin to manufacture and market a full line of children's fashion athletic, canvas and casual footwear such as were previously manufactured and marketed by AFI. There are no assurances that the Company will be successful in consummating the transactions pursuant to the Binding Letter of Agreement or be successful in raising additional financing to be able to enter into the business of manufacturing and marketing shoes. The Company has no other material commitments for capital expenditures. 8 RESULTS OF OPERATIONS The Company had no significant operations during the fiscal quarter. Revenue consists solely of interest income on the remaining cash on hand. Expenses are generally related to the payment of professional fees in the preparation of filings pursuant to the Securities Exchange Act of 1934, as amended, minimal compensation to the Company's President, and one time write off of $10,000 bad debt. This bad debt charge is the unsuccessful results of an attempt to attract a merger candidate. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits. 10.1 Binding Letter of Agreement among Terry Hunter, Investment Management of America, Inc. and Orion Financial, Ltd. 10.2 Production and Inventory Dating Agreement between Asia Pacific Industries Development Group and the Company. 27 Financial Data Schedule (b) Reports on Form 8-K. No reports on Form 8-K were filed by the Company during the quarter ended March 31, 1998. 9 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. Orion Financial, Ltd. Dated April 23, 1998 /s/ Dean H. Boedeker -------------- ----------------------------------------- Dean H. Boedeker President and Principal Financial Officer 10 EXHIBIT INDEX 10.1 Binding Letter of Agreement among Terry Hunter, Investment Management of America, Inc. and Orion Financial, Ltd. 10.2 Production and Inventory Dating Agreement between Asia Pacific Industries Development Group and the Company. 27 Financial Data Schedule EX-10.1 2 BINDING LETTER OF AGREEMENT INVESTMENT MANAGEMENT OF AMERICA, INC. 101 Philippe Parkway, Suite 300, Safety Harbor, Fl 34695 (813) 669-0040 BINDING LETTER OF AGREEMENT This Letter of Agreement will confirm various discussions with Terry Hunter and his management team (hereinafter Team) and Investment Management of America, Inc. (hereinafter IMA), and Orion Financial, Ltd. (hereinafter OFL). The objective of our discussions has been to outline IMA's intent and objectives to bring the "Funtastix" brand shoe back into existence by providing various levels of funding, as required, to meet the cash flow obligations as reflected in the pro forma provided by the TEAM. The agreement will be as follows: 1. OFL agrees to issue 26,129,941 shares of OFL to IMA and its related persons in return for $35,000. 2. OFL will raise a minimum of eight hundred eighty-thousand dollars ($880,000) in the form of convertible debt ("Convertible Debt") or equity. The Convertible Debt or equity will be dilutive in nature to all stockholders at the time of a secondary offering. The convertible debt will be sold at par, will have a term of ten (10) years and will bear interest not to exceed 10% per annum with accumulated interest due on the due date of the convertible note. The convertible debt will be required to be converted at the time of any secondary offering with a conversion price equal to the greater of $4.50 or a price equal to 75% of the public offering price. 3. An agreement will be in effect between OFL and the Colby, Kansas investor group and/or the nine AFI bridge loan investors which would require the issuance of 1,162,780 shares of stock. 4. Key OFL shareholders will agree to exercise their respective options which total 2,400,000 shares. 5. All OFL stock owned by IMA, the six stock option shareholders of OFL, the Team and Asia Pacific Industries Development Group (hereinafter APIDG) will be restricted for (1) year from the date of closing. 6. Future options and stock incentive programs will be put in place for the management team. In addition, a qualified Board of Directors will be formed on an equitable basis. Any person serving on the new board of directors of OFL will receive a 500,000 share option to purchase stock at $.03 per share exerciseable at any time up to the earlier of 5 years after the date of issuance or six months after completion of a secondary offering. Page (01) 7. Upon closing, the number of shares of OFL will be as follows: No. of Shs. ---------- Orion Financial Currently Outstanding 4,641,522 Stock Options 2,400,000 Total 7,041,522 AFI Mgmt 6,604,838 APIDG 4,548,787 IMA 26,129,941 Colby/Bridge Ln. . 1,162,780 TOTAL 45,487,867 The parties agree that this contemplated transaction will be consummated no later than May 15, 1998, the ("Closing Date"). The "Closing Date" may be extended if both parties mutually agree. A. Due Diligence. Prior to the closing of the transaction, The Team and OFL will provide IMA all documentation relative to the completion of the transaction in order to successfully complete its Due Diligence, including, but not limited to: a. Pertinent corporate documents - incorporation papers, certificates, resolutions, etc. of all companies and subsidiaries. b. Financial statements. c. Stockholder lists and corporate records. d. All past and pending litigation. e. Make all necessary information and key personnel available to assist in the development of a complete business plan for IMA. B. Responsibility. No Party shall be responsible for any of the other's expenses in connection with the negotiations and due diligence contemplated. Page (02) C. Additional Terms. The transaction is subject to the following additional terms and conditions. (1) The approval and consent of the Board of Directors of OFL and IMA shall have been obtained prior to the closing date. (2) All necessary filings with, or approvals by state and federal governmental agencies or regulatory bodies shall be made by each party. (3) As part of the closing, key employees of the Team agree to enter into employment agreements, including but not limited to compensation, benefits, bonus plans, etc. Employment agreements will contain a non-compete clause. D. Exclusive. Prior to the closing and during the term of this Letter of Agreement, neither the Team nor the directors and/or shareholders of OFL will discuss or negotiate with any other corporation, firm or person, or entertain or consider any inquiries or proposals relating to the possible sale of a material portion of its stock or their assets. E. Announcements. Public announcements by a party hereto concerning the execution of this letter and the transactions contemplated hereby shall be submitted for prior review and approval (such approval not to be unreasonably withheld) by the other party. F. Obligation of Good Faith. The Team, IMA and OFL shall proceed forward and be obligated in good faith to negotiate the terms and conditions of this transaction. G. Notices. All notices, consents, requirements, approvals and notices and other communications provided herein shall be in writing, and shall be deemed given when delivered personally or mailed by certified mail, postage prepaid. Page (03) As to the Team: Mr. Terry A. Hunter 226 W. Delaware Circle Littleton, CO 80120 Phone: (303) 798-5512 Fax: (303) 794-7342 c/o Roger Arthur As to IMA: Mr. Gerald C. Parker 101 Philippe Parkway #300 Safety Harbor, Fla 34695 Phone: (813) 669-0040 Fax: (813) 725-9570 As to OFL: ORION FINANCIAL, LTD. Mr. Dean Boedeker, President & CEO 80 N. Hoyt St. Denver, CO 80226 Phone: (303) 860-6382 Fax: (303) 860-6045 H. Acceptance. If the foregoing is acceptable to you, please indicate your acceptance by signing and returning a copy of this letter. It is mutually agreed that the law firm of Smith McCullough, P.C. or Edward O. Byrne will prepare the closing documents. I. Letter of Agreement. No party shall bear any liability to the other in the event of non-completion of said transaction by all parties on or before May 15, 1998. If this transaction does not occur, this Letter of Agreement shall be null and void unless an extension is mutually agreed upon prior to the aforementioned date. J. This binding Letter of Agreement is contingent upon consummation of an agreement between OFL and APIDG satisfactory to IMA to provide a minimum three million dollar ($3,000,000) inventory financing to OFL with a minimum of 120 day dating. Page (04) AGREED AND ACCEPTED: INVESTMENT MANAGEMENT OF AMERICA, INC. By: /S/ Gerald C. Parker Attested: /S/ -------------------------- ---------------------- Gerald C. Parker, President Date: April 23, 1998 AGREED AND ACCEPTED The Team: By: /S/ Terry A. Hunter Attested: /S/ -------------------------- ---------------------- Terry A. Hunter, Individually Date: April 23, 1998 AGREED AND ACCEPTED ORION FINANCIAL, LTD. By: /S/ Dean Boedeker Attested: /S/ -------------------------- ---------------------- Dean Boedeker, President Date: April 23, 1998 AGREED AND ACCEPTED Page (05) EX-10.2 3 PRODUCTION AND INVENTORY DATING AGREEMENT PRODUCTION AND INVENTORY DATING AGREEMENT Production and Inventory Dating Agreement dated as of April 10, 1998 among Orion Financial, Ltd., a Colorado corporation ("Orion") and Asia Pacific Industries Development Group ("APIDG"). Orion and APIDG are parties to an Escrow Agreement dated as of April 10, 1998 (the "Escrow Agreement"). Accordingly, the parties hereto hereby agree as follows: 1. Effectiveness. This Agreement shall become effective upon the Closing of Escrow as such term is defined in the Escrow Agreement. If the Closing of Escrow does not take place by April 30, 1998, this Agreement shall be null and void unless extended by mutual agreement. 2. APIDG Ownership Interest in OFL. As part of this Agreement, OFL will issue to APIDG 4,548,787 shares of its common stock at the time of Closing of Escrow which represents10% of OFL's outstanding stock. APIDG will have the same classification of stock as all other stockholders. 3. Ownership and Development. a. As used herein the term "Products" shall mean any and all products which are marketed using the name "Funtastix" and/or using any Promotional Material described in Section 3 (b), or the intellectual property listed on Schedule A hereto of any Proprietary Property described in Section 6 (a) hereof and any additional trademarks, trade names or patents to which Orion now has or hereafter acquired rights to (collectively the "Intellectual Property"). The parties recognize that Orion will own all Intellectual Property. b. Orion shall develop additional Products using the Intellectual Property and material relating to the sales, marketing, distribution, promotion of and advertising for the Products (the "Promotional Material"). 4. Ordering of Product. a. As long as this Agreement is in effect, Orion shall order all the Products (including shoes, clothing, toys, bags or other accessory products) which it will sell in the United States, Peoples Republic of China, Australia, Taiwan, Hong Kong, Thailand, Singapore, Indonesia, the Philippines, Malaysia, Viet Nam and Laos from factories designated by APIDG (a "Designated Factory"), as long as the Products meet specifications and are delivered in a timely manner and the price therefor is at least as low as the price which Orion has obtained from three other factories for Products of the same specifications. In the event that one or more of such other prices are lower than quoted to Orion, Orion shall be free to place the order with such factory. b. Orion has projected that it will be able to use its best efforts to order the following amount during the indicated time period of shoes which are Products: 1998 58,000 pairs 1999 134,000 pairs 2000 372,000 pairs 2001 862,000 pairs 2002 1,780,000 pairs 5. Payment. Payment shall be made for all Products ordered hereunder by Orion from Designated Factories as follows: a. Beginning in June 1998 and for the first orders totaling a combined maximum of $300,000 (the first order of $251,000 anticipated to be placed in June 1998 and the first $49,000 of the order anticipated to be placed in December 1998) 10% of each order paid in cash upon placing the order and 90% to be paid by irrevocable letter-of-credit with terms of 150 days dating from shipment of shoes by APIDG through the Port of Hong Kong (FOB Hong Kong) or such other port as is mutually agreed upon issued at the time of placement of the orders totaling the first $300,000. b. After the first $300,000 of orders are placed under the terms of 5 (a) above, each subsequent order placed in the first 24 months of this agreement shall be paid with 20% cash upon placing the order and 80% to be paid by post-dated check issued at the placement of each order due and payable at 150 days from the date of shipment of the order by APIDG through the Port of Hong Kong (FOB Hong Kong) or such other port as is mutually agreed upon. c. For all orders placed after the 24 months outlined in 5(a) above and extending for the next 36 months (months 25 through 60) each order shall be paid with 30% cash upon placing the order and 70% to be paid by post-dated check issued at the placement of each order due and payable at 120 days from the date of shipment of the order by APIDG through the Port of Hong Kong (FOB Hong Kong) or such other port as is mutually agreed upon. d. If Orion is successful at being placed on NASDAQ, the above inventory dating and payment terms may be renegotiated. a. OFL agrees to pay APIDG interest at the rate of ten percent (10%) per annum payable on the final payment of each order outlined in 5(a), 5(b), and 5(c) above as payment for the interest incurred by APIDG in securing the extended inventory dating terms on each order. 6. Trade Secrets. a. Each party recognizes that Orion may provide it with certain proprietary property and information including, but not limited to, the following: patents, trademarks, copyrights, drawings, blueprints, designs, molds, lasts, technologies, production methods, materials, component costs, corporate financial data, payroll data, and sales and marketing plans and programs (collectively, the "Proprietary Property"). All such property, information, documents, reports, and equipment, in whatever form, shall remain the sole property of Orion and shall not be disclosed by any party hereto to any other persons or parties except with the express written permissions of Orion. b. Prior to designating a factory as a Designated Factory, APIDG will obtain from such factory an agreement in form and substance satisfactory to Orion as to the protection of Proprietary Property and Intellectual Property information and APIDG shall be responsible for insuring that each such agreement is complied with. 7. APIDG seat on Orion's Board of Directors. Orion agrees that during the terms of this agreement, Orion will provide one seat on its Board of Directors to APIDG. 8. Establishment of Join Venture Distribution Company for Southeast Asia. Orion and APIDG agree that after the first order from Orion is placed and the payment for that order is made, APIDG will establish a joint venture company in Hong Kong and act as the sole agent of all the Funtastix Products for China and Southeast Asia and develop the markets there. APIDG agrees that Orion will own a minimum of 10% of this new joint venture company. 9. Termination. This Agreement shall continue in effect for a period of five years from the date of this Agreement unless otherwise extended by both parties. 1. Cooperation. Each party will protect the other parties hereto. If a party hereto causes injury to another party, it shall be responsible for all legal consequences and damages to compensate the injured party. 2. Arbitration. Any dispute arising under this Agreement will be resolved pursuant to arbitration in accordance with the rules of the American Arbitration Association in San Francisco, California. 3. Applicable Law. This Aagreement shall be governed by the laws of the State of Colorado. Orion Financial, Ltd. By: /s/ Dean H. Boedeker, President -------------------------------------------------------- 80 N. Hoyt St. Denver, Colorado 80226 For and on behalf of Asia Pacific Industries Development Group By: /s/ Michael Ng, F.L. -------------------------------------------------------- Address: 101, Shashujin, 4/F -------------------------------------------------- Shenzhen, China ----------------------------------------------------------- EX-27 4 FINANCIAL DATA SCHEDULE
5 3-MOS JUN-30-1998 MAR-31-1998 167,436 0 0 0 0 167,436 0 0 167,436 0 0 0 0 371,322 (203,866) 167,436 0 4,852 0 0 31,535 0 0 (26,683) 0 0 0 0 0 (26,683) (0.01) 0
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