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 3, 2006
Online Vacation Center Holdings Corp.
-------------------------------------
(Exact name of registrant as specified in its charter)
Florida 0-32137 65-0701352
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1801 N.W. 66th Avenue, Plantation, Florida 33313
------------------------------------------ -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (954) 377-6400
--------------
Not applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
This report on Form 8-K/A amends the Company's previously filed Form 8-K on
October 3, 2006.
Item 1.01 Entry Into a Material Definitive Agreement
On October 3, 2006, Online Vacation Center Holdings Corp. consummated the
acquisition of La Fern, Inc., a Miami Lakes, Florida travel agency, operating as
eLeisureLink.com, that provides a one stop location for great vacation values,
pursuant to the terms of an Acquisition Agreement, dated October 3, 2006, by and
among Online Vacation Center Holdings Corp., a Florida corporation, La Fern,
Inc. d/b/a/ Leisure Link International, a Florida corporation, and Lawrence
Fishkin, an individual.
Pursuant to the Acquisition Agreement, Online Vacation Center Holdings Corp.
purchased and acquired all of the issued and outstanding ownership interests of
La Fern, Inc. for $ 25,000 cash and a $ 375,000 Convertible Note, bearing
interest at 6% per annum, with principal payable at maturity of October 1, 2009
and interest payable semi-annually on April 1, 2007 and on each April 1 and
October 1 thereafter. The note may not be prepaid and shall be convertible at
the election of Holder prior to maturity into 187,500 shares of Online Vacation
Center Holdings Corp. common stock at a conversion price equal to $2.00 per
share.
The foregoing description of the Acquisition Agreement and the transactions
consummated thereby is qualified in its entirety by reference to the Acquisition
Agreement attached as Exhibit 2.1 hereto and the press release attached as
Exhibit 99.1 hereto, and incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets
On October 3, 2006, Online Vacation Center Holdings Corp. consummated the
acquisition of La Fern, Inc., a Miami Lakes, Florida travel agency, operating as
eLeisureLink.com, that provides a one stop location for great vacation values,
pursuant to the terms of an Acquisition Agreement, dated October 3, 2006, by and
among Online Vacation Center Holdings Corp., a Florida corporation, La Fern,
Inc. d/b/a/ Leisure Link International, a Florida corporation, and Lawrence
Fishkin, an individual. The information set forth in Item 1.01 above is
incorporated into this Item 2.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired. The financial statements required
under Item 9.01(a) of La Fern, Inc. are attached to this report.
(b) Proforma Financial Information. Proforma financial information at December
31, 2005 are attached to this report.
(d) Exhibits.
2.1 Acquisition Agreement, dated October 3, 2006, by and among Online Vacation
Center Holdings Corp., La Fern, Inc., and Lawrence Fishkin.*
99.1 Press Release dated October 3, 2006*
*Previously filed on Form 8-K current report on October 3, 2006.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: December 13, 2006 ONLINE VACATION CENTER HOLDINGS CORP.
BY: /s/ EDWARD B. RUDNER
----------------------------
Edward B. Rudner
Chief Executive Officer
La Fern, Inc.
d/b/a
Leisure Link International
TABLE OF CONTENTS
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PAGE
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 1
FINANCIAL STATEMENTS
Balance Sheets 2
Statements of Income 3
Statements of Changes in Stockholder's Deficit 4
Statements of Cash Flows 5
Notes to Financial Statements 6-11
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the board of directors and shareholders of
La Fern, Inc. d/b/a
Leisure Link International,
We have audited the accompanying balance sheets of La Fern, Inc. d/b/a Leisure
Link International as of December 31, 2005 and 2004 and the related statements
of operations, changes in stockholders' deficit and cash flows for the years
then ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of La Fern, Inc. d/b/a Leisure
Link International for December 31, 2005 and 2004 and the results of its
operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.
/s/ Jewett, Schwartz & Associates
December 6, 2006
Hollywood, Florida
1
LA FERN INC., d/b/a LEISURE LINK INTERNATIONAL
BALANCE SHEETS
DECEMBER 31,
2005 2004
----------------- -----------------
ASSETS
Cash $ 5,910 $ --
Accounts receivable 12,254 12,206
----------------- -----------------
Total current assets 18,164 12,206
Fixed asset, net 18,515 21,758
Other assets 8,112 8,112
----------------- -----------------
Total Assets $ 44,791 $ 42,076
================= =================
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Cash overdraft $ -- $ 1,763
Accounts payable and accrued liabilities 132,153 89,579
Deferred revenue 117,769 78,475
----------------- -----------------
Total current liabilities 249,922 169,817
----------------- -----------------
Total Liabilities 249,922 169,817
----------------- -----------------
Commitments and contingencies
Stockholder's Deficit
Common stock: $.01 par value, 100 shares authorized, issued,
and outstanding 1 1
Additional paid in capital 737,465 752,793
Accumulated deficit (942,597) (880,535)
----------------- -----------------
Total stockholder's deficit (205,131) (127,741)
----------------- -----------------
Total Liabilities and Stockholder's deficit $ 44,791 $ 42,076
================= =================
See accompanying notes to the financial statements.
2
LA FERN, INC,. d/b/a LEISURE LINK INTERNATIONAL
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31,
2005 2004
------------- ------------
NET REVENUE $ 612,710 $ 308,638
COST OF GOODS SOLD (11,465) --
------------- ------------
GROSS PROFIT 601,245 308,638
------------- ------------
Expense
Selling expense 356,808 291,341
General and administrative expense 293,114 287,018
------------- ------------
649,921 578,358
------------- ------------
Interest expense 13,386 10,905
------------- ------------
Net loss $ (62,062) $ (280,625)
============= ============
Weighted average shares oustanding -
basic and diluted 100 100
============= ============
Loss per share - basic and diluted $ (620.62) $ (2,806.25)
============= ============
See accompanying notes to the financial statements.
3
LA FERN INC., d/b/a LEISURE LINK INTERNATIONAL
STATEMENT OF CHANGES IN STOCKHOLDER'S DEFICIT
FOR THE YEARS ENDED DECEMBER 31,
Common Stock
-------------------------------------
Shares Issued Additional Accumulated Total
and Outstanding $.01 Par Value Paid In Capital Deficit Equity
----------------- --------------- ---------------- --------------- -------------
Balance, January 1, 2004 100 $ 1 $ 636,543 (599,910) 36,634
Net shareholder contributions 116,250 116,250
Net loss (280,625) (280,625)
----------------- --------------- --------------- -------------- --------------
Balance, December 31, 2004 100 $ 1 752,793 $ (880,535) $ (127,741)
Distributions (15,328) (15,328)
Net loss (62,062) (62,062)
----------------- --------------- --------------- -------------- --------------
Balance, December 31, 2005 100 $ 1 $ 737,465 $ (942,597) $ (205,131)
================= =============== =============== ============== ==============
See accompanying notes to the financial statements.
4
LA FERN INC., d/b/a LEISURE LINK INTERNATIONAL
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31,
2005 2004
---------------- -----------------
Cash Flows from Operating Activities:
Net loss $ (62,062) $ (280,625)
Adjustments to reconcile net loss to net
cash provided by (used in) operating activities:
Depreciation and amortization 3,243 4,629
Changes in operating assets and liabilities:
Account receivable (48) (12,206)
Accounts payable 42,574 89,579
Deferred revenue 39,294 78,475
---------------- -----------------
Net cash provided by (used in) operating activities 23,001 (120,148)
Cash Flows from Financing Activities:
Net shareholder contributions - 116,250
Net shareholder distributions (15,328) -
---------------- -----------------
Net cash provided by (used in) financing activities (15,328) 116,250
---------------- -----------------
Net increase (decrease) in cash 7,673 (3,898)
Cash, Beginning of Year (1,763) 2,135
---------------- -----------------
Cash, End of Year $ 5,910 $ (1,763)
================ =================
Supplemental Disclosures:
Cash paid for interest $ 13,386 $ 10,904
================ =================
Cash paid for taxes $ 630 $ 1,360
================ =================
See accompanying notes to the financial statements.
5
La Fern, Inc. d/b/a
Leisure Link International
NOTES TO FINANCIAL STATEMENTS
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Company Background
La Fern Inc. (the Company), a Florida corporation founded in 1998,
conducts business under its Leisure Link International brand and the
related internet website, eLeisuireLink.com. Its primary role is as a
travel agency, whereby the Company provides travel services such as
vacation packages, hotel rooms, airfare, rental cars, and cruises at
discounted prices. The company's mission is to provide uniquely
valuable vacations in a friendly and convenient manner, offer a
one-stop location for the world's greatest vacation values in a
convenient and leisurely manner, and to eliminate the need to shop
around for discount vacations by providing the foremost site for value
travel in a convenient and leisurely manner. Customers can utilize the
Company's services either through the website or via telephone.
Revenue Recognition
The Company presents revenue in accordance with the provision of Staff
Accounting Bulletin (SAB) No. 104 "Revenue Recognition in Financial
Statements", which states that revenue is realized or realizable and
earned when all of the following criteria are met: Persuasive evidence
of an arrangement exists, delivery has occurred or services have been
rendered, the seller's price to the buyer is fixed or determinable, and
collectibility is reasonably assured. In addition, the Company also
presents revenue in accordance with Emerging Issues Task Force (EITF)
Issue No. 99-19, "Reporting Revenue Gross as a Principal versus Net as
an Agent", which includes the weighing of the relevant qualitative
factors regarding the Company's status as a primary obligor and the
extent of their pricing latitude.
The primary source of the Company's revenue is commissions earned on
the sale of vacation packages, hotel rooms, airfare, rental cars, and
cruises for suppliers of these products. The method of net revenue
presentation does not impact operating profit, net income, earnings per
share or cash flows. Based upon the Company's evaluation of sales
transactions and in accordance with the various indicators identified
in EITF Issue No. 99-19, the Company's suppliers assume the majority of
the business risks such as providing the service and the risk of unsold
travel packages. As such, these sales transactions are to be recorded
at the net amount, which is the amount charged to the customer less the
amount to be paid to the supplier. Sales transactions are billed to
customers at the time of booking, however revenue is not recognized on
the accompanying financial statements until the customer's travel
departure.
6
La Fern, Inc. d/b/a
Leisure Link International
NOTES TO FINANCIAL STATEMENTS
For select products, the Company pre-purchases travel products and
resells it to consumers. The Company's evaluation of sales transactions
and in accordance with the various indicators identified in EITF Issue
No. 99-19, the Company assumes the majority of the business risks, such
as the risk of unsold travel packages. As such, all sales transactions
for these select products are to be recorded at the gross amount, with
the cost of the travel packages recorded as cost of sales. Sales
transactions are billed to customers at the time of booking, however
revenue is not recognized on the accompanying financial statements
until the customer's travel departure.
Use of Estimates
The preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure at the date of the
financial statements and during the reporting period. The most
significant of the estimates relates to third-party payer contractual
allowances and the allowance for doubtful accounts. It is reasonably
possible that these estimates will change in the near term due to one
or more future confirming events. Accordingly, actual results could
differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents. At December
31, 2005 and 2004 cash and cash equivalents include cash on hand and
cash in the bank.
Commissions Receivable
Suppliers generally pay commissions between 60 days before to 90 days
after travel has commenced and overrides in the first quarter following
the year earned. The Company determines its allowance by considering a
number of factors, including the length of time trade accounts
receivable are past due, the Company's previous loss history, the
specific supplier's current ability to pay its obligation to the
Company and the condition of the general economy and the industry as a
whole. Based on the above factors, the Company has made no allowance
for doubtful accounts as of December 31, 2005 and 2004 as all amounts
are considered fully collectible.
7
La Fern, Inc. d/b/a
Leisure Link International
NOTES TO FINANCIAL STATEMENTS
Property and Equipment
Property and equipment are recorded at cost and depreciation is
provided using the straight-line method over the estimated useful lives
of the assets.
Major replacements and betterments are capitalized and depreciated over
the remaining useful lives of the assets.
Income Taxes
Federal and state income tax regulations do not require a Sub Chapter S
Corporation to pay income taxes. Rather each member's allocable share
of the Company's profit or loss is reported in each member's individual
income tax return. Accordingly, no provision or liability for income
taxes is reflected in the accompanying financial statements.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of commissions
receivable.
Impairment of Long-lived Assets
The Company reviews long-lived assets for impairment whenever
circumstances and situations change such that there is an indication
that the carrying amounts may not be recovered. At December 31, 2005
and 2004 the Company believes that there has been no impairment of its
long-lived assets.
Fair Value of Financial Instruments
The Company's financial instruments include cash and commissions
receivable. The carrying amount of these financial instruments has been
estimated by management to approximate fair value.
Earnings Per Share
Basic earnings per share is computed by dividing net income available
to common shareholders by the weighted average number of common shares
outstanding during the period. Diluted earnings per share reflects the
potential dilution that could occur if stock options and other
commitments to issue common stock were exercised or equity awards vest
resulting in the issuance of common stock that could share in the
earnings of the Company.
8
La Fern, Inc. d/b/a
Leisure Link International
NOTES TO FINANCIAL STATEMENTS
Recent Accounting Pronouncements
Share-Based Payment
In December 2004, the FASB issued SFAS No. 123 (revised 2004),
"Share--Based Payment" (SFAS No. 123(R)). This statement is a revision
of SFAS No. 123, "Accounting for Stock--Based Compensation," and
supersedes APB Opinion No. 25, "Accounting for Stock Issued to
Employees," and its related implementation guidance. In March 2005, the
Securities and Exchange Commission (SEC) issued Staff Accounting
Bulletin (SAB) No. 107, which expresses the staff's views on
interactions between SFAS No. 123(R) and certain SEC rules and
regulations and provides interpretations of the valuation of
share-based payments for public companies. SFAS No. 123(R) will require
the Company to measure all stock-based compensation awards using a fair
value method and record such expense in its consolidated financial
statements. In addition, the adoption of SFAS No. 123(R) will require
additional accounting related to the income tax effects and additional
disclosure regarding the cash flow effects resulting from share-based
payment arrangements. In April 2005, the SEC extended the effective
date for SFAS No. 123(R), and the statement is effective as of January
1, 2006 for The Company. The Company does not believe the adoption of
SFAS No. 123(R) will have a material impact on its financial
statements.
Conditional Asset Retirement
In March 2005, the FASB issued FASB Interpretation (FIN) No. 47 -
"Accounting for Conditional Asset Retirement Obligations - an
Interpretation of SFAS 143 (FIN No. 47). FIN No. 47 clarifies the
timing of liability recognition for legal obligations associated with
the retirement of a tangible long-lived asset when the timing and/or
method of settlement are conditional on a future event. FIN No. 47 is
effective no later than December 31, 2005. FIN No. 47 did not impact
the Company for the year ended December 31, 2005.
Accounting Changes and Error Corrections
In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and
Error Corrections." This statement replaces APB Opinion No. 20,
"Accounting Changes", and SFAS No. 3, "Reporting Accounting Changes in
Interim Financial Statements," and changes the requirements for the
accounting for and reporting of a change in accounting principle. This
statement applies to all voluntary changes in accounting principles. It
also applies to changes required by an accounting pronouncement in the
9
La Fern, Inc. d/b/a
Leisure Link International
NOTES TO FINANCIAL STATEMENTS
unusual instance that the pronouncement does not include specific
transition provisions. When a pronouncement includes specific
transition provisions, those provisions should be followed. SFAS No.
154 requires retrospective application to prior periods' financial
statements of voluntary changes in accounting principles. SFAS No. 154
is effective for accounting changes and corrections of errors made
during 2007, beginning on January 1, 2007. The Company does not believe
the adoption of SFAS No. 154 will have a material impact on its
financial statements.
Inventory Cost
In November 2004, the FASB issued SFAS No. 151, "Inventory Costs--an
Amendment of ARB No. 43, Chapter 4." SFAS No. 151 amends Accounting
Research Bulletin ("ARB") No. 43, Chapter 4, to clarify that abnormal
amounts of idle facility expense, freight, handling costs, and wasted
materials (spoilage) should be recognized as current-period charges. In
addition, this statement requires that allocation of fixed production
overheads to the costs of conversion be based on the normal capacity of
the production facilities. The provisions of this statement are
effective for inventory costs incurred beginning in The Company's first
quarter of 2006. The Company does not believe that the adoption of SFAS
No. 151 will have a material impact on its financial statements.
NOTE 2. PROPERTY AND EQUIPMENT
Property and equipment consists of the following as of December 31,
Estimated Useful
----------------
Lives Years
-----------
-------------- ----------------
2005 2004
-------------- ----------------
Computer equipment 5 Years $ 47,982 $ 47,982
Transportation equipment 5 Years 33,000 33,000
Leasehold improvement 5 Years 1,729 1,729
Less accumulated depreciation (64,196) (60,953)
-------------- ----------------
$ 18,515 $ 21,758
============== ================
Depreciation expense for the years ended December 31, 2005 and 2004
totaled $3,243 and $4,629 respectively.
10
La Fern, Inc. d/b/a
Leisure Link International
NOTES TO FINANCIAL STATEMENTS
NOTE 3. DEFERRED REVENUE
Deferred revenue consists of sales commission received from vacation
travel suppliers in advance of passenger travel dates, net of
cancellations. The advance sales commission is considered unearned
revenue and recorded as deferred revenue in the accompanying balance
sheets. At December 31, 2005 and 2004, deferred revenues were $117,769
and $78,475, respectively.
NOTE 4. SUBSEQUENT EVENTS
Subsequent to December 31, 2005, the Company was acquired by Online
Vacation Center Holdings Corp. ("OVCH") on October 3, 2006. The Company
will become a wholly owned subsidiary of OVCH and continue its
operations as such.
11
PRO FORMA UNAUDITED CONDENSED CONSOLIDATED FINANCIAL INFORMATION
Balance Sheet as of December 31, 2005
The following pro forma unaudited consolidated financial information gives
effect to the acquisition. This pro forma balance sheet assumes the
transactions occurred as of December 31, 2005. The pro forma unaudited
consolidated financial information is presented for illustrative purposes only.
It is not necessarily indicative of the operating results or financial position
that would have occurred if the acquisition had been consummated at the
beginning of the period indicated, nor is such information indicative of the
future operating results or financial position of Online Vacation Center
Holdings Corp. after the acquisition.
Online Vacation Effect of
Center Holdings La La Fern, Inc. Post
Corp. Fern, Inc. acquisition Acquisition
---------------- ------------ -------------- -----------
ASSETS
------
CURRENT ASSETS
Cash and cash equivalents $ 2,213,182 $ 5,910 $ (25,000) 2,194,092
Accounts receivable, net 581,896 12,254 594,150
Other current assets 220,720 -- 220,720
----------- ----------- ----------- -----------
Total Current Assets 3,015,798 18,164 (25,000) 3,008,962
Restricted cash 315,000 -- 315,000
Property and equipment, net 111,100 18,515 129,615
Deferred income taxes 1,116,148 -- 1,116,148
Goodwill -- -- 445,000 445,000
Other assets 8,112 8,112
Intangible assets, net 44,314 -- 44,314
----------- ----------- ----------- -----------
Total Assets $ 4,602,360 $ 44,791 $ 420,000 $ 5,067,151
=========== =========== =========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 894,187 $ 132,152 22,500 1,048,839
Related party loans -- -- --
Deferred revenue 479,434 117,769 597,203
Customer deposits 1,575,475 -- 1,575,475
----------- ----------- ----------- -----------
Total Current Liabilities 2,949,096 249,922 22,500 3,221,518
Interest payable, long-term portion 22,500 22,500
Convertible note 169,869 169,869
Subordinate debentures 3,000,000 -- 3,000,000
----------- ----------- ----------- -----------
Total Liabilities 5,949,096 249,922 214,869 6,413,887
----------- ----------- ----------- -----------
Common stock, $0.01 par value, 100 shares authorized,
issued, and outstanding 1 (1) --
ORIGINAL CAPITAL STRUCTURE
Common Stock, 20,000,000 shares authorized at
$.001 par value; 171,429 shares issued and outstanding 171 171
Additional paid-in capital 248,473 737,465 (737,465) 248,473
Accumulated deficit (1,595,380) (942,597) 942,597 (1,595,380)
----------- ----------- ----------- -----------
Total Shareholders' Equity (Deficiency) (1,346,736) (205,131) 205,131 (1,346,736)
----------- ----------- ----------- -----------
Total Liabilities & Shareholders' Equity $ 4,602,360 $ 44,791 $ 420,000 $ 5,067,151
=========== =========== =========== ===========
12
PRO FORMA UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the year ended December 31, 2005
The following pro forma unaudited consolidated financial information gives
effect to the acquisition and assumes the transactions occurred as of January 1,
2005. The pro forma unaudited consolidated financial information is presented
for illustrative purposes only. It is not necessarily indicative of the
operating results or financial position that would have occurred if the
acquisition had been consummated at the beginning of the period indicated, nor
is such information indicative of the future operating results or financial
position of Online Vacation Center Holdings Corp. after the acquisition.
Online Vacation Effect of
Center Holdings La La Fern, Inc. Post
Corp. Fern, Inc. acquisition Acquisition
------------------ ------------------- ------------------- -----------------
NET REVENUES $ 7,975,688 $ 612,710 $ 8,588,398
Cost of goods sold 11,465 11,465
------------------- -----------------
GROSS PROFIT 601,245 8,576,933
OPERATING EXPENSES:
Sales and marketing 2,052,933 356,808 2,409,741
General and administrative 3,875,781 293,114 4,168,895
------------------ ------------------- -----------------
INCOME (LOSS) FROM OPERATIONS 2,046,974 (48,676) 1,998,298
------------------ ------------------- -----------------
Other expenses:
Interest expense, net (238,607) (13,386) (251,993)
------------------ ------------------- ------------------- -----------------
Total other expenses, net (238,607) (13,386) - (251,993)
------------------ ------------------- ------------------- -----------------
Earnings from continuing operations
before provision for income taxes 1,808,367 (62,062) 1,746,305
Provision (benefit) for income taxes (412,168) - - (412,168)
------------------ ------------------- ------------------- -----------------
NET INCOME (LOSS) $ 2,220,535 $ (62,062) $ - $ 2,158,473
================== =================== =================== =================
EARNINGS PER SHARE - Basic $ 12.95 $ (620.62) $ 12.591
================== =================== =================
Weighted average shares outstanding - basic 171,429 100 (100) 171,429
================== =================== =================== =================
EARNINGS PER SHARE - Fully Diluted $ 12.95 $ (620.62) $ 12.591
================== =================== =================
Weighted average shares outstanding - fully diluted 171,429 100 (100) 171,429
================== =================== =================== =================
13