<PAGE>
U. S. Securities and Exchange Commission
Washington, D. C. 20549
Form 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly period ended June 30, 1998
-------------
Commission File No. 0-20975
Tengasco, Inc.
--------------
(Exact name of small business issuer as specified in its charter)
Tennessee 87-0267438
- ------------------------------ ---------------------------------
State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
603 Main Avenue, Suite 500, Knoxville, TN 37902
-----------------------------------------------
(Address of principal executive offices)
(423) 523-1124
--------------
(Issuer'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 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
--- ---
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 7,515,200 common shares at
7/30/98.
Transitional Small Business Disclosure Format (check one): Yes No X
--- ---
<PAGE>
TENGASCO, INC.
TABLE OF CONTENTS
PAGE
----
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
o Consolidated Balance Sheets as of June 30, 1998 and
December 31, 1997 ................................................... 3
o Consolidated Statements of Loss for the three and six months
ended June 30, 1998 and 1997 ........................................ 5
o Consolidated Statements of Stockholders Equity for the six
Months ended June 30, 1998 .......................................... 6
o Consolidated Statements of Cash Flows for the three months
ended June 30, 1998 and 1997 ........................................ 7
o Notes to Consolidated Financial Statements .......................... 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF
OPERATIONS .............................................. 10
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS ........................................ 13
ITEM 7. EXHIBITS AND REPORTS ON FORM 8-K ........................ 14
PART II. OTHER INFORMATION
o Signatures ..................................................... 15
2
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TENGASCO, INC.
CONSOLIDATED BALANCE SHEETS
ASSETS
June 30, 1998 December 31, 1997
(Unaudited) (Audited)
------------- -----------------
Current Assets:
Cash and cash equivalents $ 274,151 $ 4,451,274
Accounts Receivable 165,939 -
Other current assets 297,752 411,192
----------- -----------
Total current assets 737,842 4,862,466
Oil and gas properties, net (on the 7,025,289 6,872,571
basis of full cost accounting)
Pipeline facilities, at cost 3,935,642 2,596,967
Property and equipment, net 317,762 302,146
Other 9,832 10,661
----------- -----------
$12,026,367 $14,644,811
=========== ===========
See accompanying notes to condensed consolidated financial statements
3
<PAGE>
TENGASCO, INC.
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
June 30, 1998 December 31, 1997
(Unaudited) (Audited)
------------- -----------------
<S> <C> <C>
Current liabilities
Notes payable $ 1,500,000 $ 2,007,486
Loans payable to affiliates 252,398 252,398
Due to AFG Energy, Inc. (Note 3) 781,062 3,552,005
Current maturities of long-term debt 47,205 41,161
Accounts payable - trade 749,774 527,398
Accrued liabilities 335,544 256,589
------------ ------------
Total current liabilities 3,665,983 6,637,037
Due to AFG Energy, Inc.(Note 3) 1,465,436 1,865,078
Long term debt, less current maturities 147,304 141,215
------------ ------------
Total liabilities 5,278,723 8,643,330
------------ ------------
Stockholders' equity
Common stock , $.001 par value, 50,000,000 shares
authorized 7,376 7,029
Additional paid-in capital 15,589,709 13,470,446
Unamortized stock award (28,554) (63,540)
Accumulated Deficit (8,820,887) (7,412,454)
------------ ------------
Total stockholders' equity 6,747,644 6,001,481
------------ ------------
$ 12,026,367 $ 14,644,811
============ ============
</TABLE>
See accompanying notes to condensed consolidated financial statements
4
<PAGE>
TENGASCO, INC.
CONSOLIDATED STATEMENTS OF LOSS
(Unaudited)
<TABLE>
<CAPTION>
For The Three Months Ended For The Six Months Ended
June 30 June 30
-------------------------- --------------------------
1998 1997 1998 1997
----------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Oil and gas revenues $ 480,551 - 1,091,060 -
Costs and other deductions
Production Costs and Taxes 530,360 20,175 795,847 41,719
Depletion, depreciation and amortization 118,214 17,197 241,043 33,296
Interest expense 96,736 294,705 169,452 494,025
Amortization of Deferred Loan Costs - 249,580 - 249,580
General and administrative costs 827,228 558,412 1,311,331 982,439
Realized Gain on sale of investments (33,008) - (18,180) -
----------- ---------- ---------- ----------
Total costs and other deductions 1,539,530 1,140,069 2,499,493 1,801,059
----------- ---------- ---------- ----------
Net loss $(1,058,979) (1,140,069) (1,408,433) (1,801,059)
- --------------------------------------- ----------- ---------- ---------- ----------
Basic and diluted loss per common share $ (0.15) $ (0.20) $ (0.20) $ (0.31)
- --------------------------------------- =========== ========== ========== ==========
</TABLE>
See accompanying notes to condensed consolidated financial statements
5
<PAGE>
TENGASCO, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
<TABLE>
<CAPTION>
Unamortized
Common Stock Additional Stock
------------- Paid In Option Accumulated
Shares Amount Capital Awards Deficit
--------- ------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1997 7,029,835 $7,029 $13,470,446 $ (63,540) $(7,412,454)
Common stock issued in private placements 344,258 344 2,403,369 - -
Common stock issued for services 2,805 3 19,138 - -
Amortization of stock option awards - - - 34,986 -
Common stock options granted to
non employees 56,756
Placement fees paid in well working interests (360,000)
Net loss for the six months
ended June 30, 1998 - - - - (1,408,433)
--------- ------ ----------- --------- -----------
Balance, June 30, 1998 7,376,898 $7,376 $15,589,709 $ (28,554) $(8,820,887)
========= ====== =========== ========= ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements
6
<PAGE>
TENGASCO, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended June 30, 1998 1998 1997
----------- -----------
<S> <C> <C>
Operating activities
Net loss $(1,408,433) $(1,801,059)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depletion, depreciation and amortization 241,043 33,296
Amortization of loan fees and imputed interest from
issuance of common stock and stock options - 614,107
Amortization of imputed value of stock warrants issued - 220,000
Compensation paid in stock options 91,742 155,416
Imputed Interest Changes in assets and liabilities:
Accounts receivable (165,939) 2,097
Other current assets 113,390 4,387
Accounts payable 222,376 (97,177)
Accrued liabilities 78,954 27,683
Stockholder advances payable - (48,190)
----------- -----------
Net cash used in operating activities (826,867) (889,440)
----------- -----------
Investing activities
Additions to property and equipment (62,312) (64,735)
Additions to oil and gas properties (786,186) (64,656)
Additions to pipeline facilities (1,338,675) (279,877)
----------- -----------
Net cash used in investing activities (2,187,173) (409,268)
----------- -----------
Financing activities
Proceeds from borrowings 35,485 809,387
Repayments of borrowings (3,701,422) (11,350)
Proceeds from private placements of common stock 2,403,713 575,054
Issuance of common stock for services 19,141
Proceeds from sale of oil and gas properties 80,000 -
----------- -----------
Net cash (used in) provided by financing activities (1,163,083) 1,373,091
----------- -----------
Net (decrease) increase in cash and cash
equivalents (4,177,123) 74,383
Cash and cash equivalents, beginning of period 4,451,274 146,554
Cash and cash equivalents, end of period $ 274,151 $ 220,937
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements
7
<PAGE>
Tengasco, Inc.
Notes to Consolidated Financial Statements
1. The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-QSB
and Item 310 (b) of Regulation S-B. Accordingly, they do not include all
of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion
of management, all adjustments (consisting of only normal recurring
accruals) considered necessary for a fair presentation have been
included. Operating results for the six months ended June 30, 1998 are
not necessarily indicative of the results that may be expected for the
year ended December 31, 1998. For further information, refer to the
company's consolidated financial statements and footnotes thereto for the
year ended December 31, 1997, included in Form 10-KSB.
2. During the first and second quarter of 1998, the Company issued a fully
paid 25% working interest in four wells in the Swan Creek Field to a
Director which were paid for in part by crediting the Director for
$360,000 in placement fees for common stock private placements which
occurred during the fourth quarter of 1997 and the first quarter of 1998.
If, however, it is determined that a well(s) at the time of completion of
the drilling is not economically feasible and as such is subsequently
plugged and abandoned, the Director has 30 days, after written notice
from the Company, to convert amounts paid for that well(s) to restricted
common shares of Tengasco, Inc. at 70% of the then current market value.
To date, four of the applicable wells developed are producing, therefore
the options are not exercisable. If the option to convert the fifth well
interest to common stock should become exercisable, the Company will
recognize a charge to compensation expense for the difference between the
market value of the stock on the date the option is exercisable and the
amount paid for the working interest.
3. On December 18, 1997, the Company entered into an asset purchase
agreement in which certain producing oil and gas properties located in
the state of Kansas were acquired from A.F.G. Energy, Inc.("AFG"). The
agreement, which was effective as of December 31, 1997, closed on March
5, 1998. The Company paid $2,990,253 in cash and entered into a note
payable agreement with AFG in the amount of $2,500,000. The note will
accrue interest at 9% per annum and is due in 23 monthly installments of
principal and interest of $79,500 with a balloon payment of $983,773 due
in February, 2000. The total note balance due at June 30, 1998 is
$2,246,500 with a current portion payable of $781,062 and a long term
amount of $1,465,436.
4. In accordance with ("SFAS") No. 128, "Earnings Per Share", basic and
diluted loss per share are based on 7,181,062 weighted average shares
outstanding for the quarter ended
8
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June 30, 1998 and 5,799,881 weighted average shares outstanding for the
quarter ended June 30, 1997. There were 497,969 and 880,056 potential
weighted common shares outstanding at June 30, 1998 and June 30, 1997
respectively related to common stock options and warrants. These shares
were not included in the computation of the diluted loss per share amount
because the Company was in a net loss position and, thus, any potential
common shares were anti-dilutive.
5. In June 1998, the Financial Accounting Standards Board issued SFAS 133,
Accounting for Derivative Instruments and Hedging Activities (SFAS 133).
SFAS 133 requires companies to recognize all derivatives contracts as
either assets or liabilities in the balance sheet and to measure them at
fair value. If certain conditions are met, a derivative may be
specifically designated as a hedge of the: (i) exposure to changes in the
fair value of a recognized asset or liability or an unrecognized firm
commitment ("fair value hedges"), (ii) exposure to variable cash flows of
a forecasted transaction ("cash flow hedges"), or (iii) foreign currency
exposure of a net investment in a foreign operation, an unrecognized firm
commitment, an available-for-sale security, or a
foreign-currency-denominated forecasted transaction ("foreign currency
hedges"). The objective of hedge accounting is to match the timing of
gain or loss recognition on the hedging derivative with the recognition
of (i) the changes in the fair value of the hedged asset or liability
that are attributable to the hedged risk or (ii) the earnings effect of
the hedged forecasted transaction. For a derivative not designated as a
hedging instrument (e.g., derivative contracts entered into for
speculative purposes), the gain or loss is recognized in the period of
change.
SFAS 133 is effective for all fiscal quarters or fiscal years beginning
after June 15, 1999. The Company currently plans to adopt SFAS 133 on
January 1, 2000. On that date, any hedging relationships will be
designated anew and documented.
The Company periodically enters into derivative contracts for speculative
purposes. The Company expects to continue entering into derivative
contracts in the future; however, it has not yet evaluated the financial
impact of adopting SFAS 133.
9
<PAGE>
Tengasco, Inc.
Management's Discussion and Analysis
Of Financial Condition and Results of Operations
The Company is in the business of exploring for and producing oil and gas in
the states of Tennessee and Kansas and marketing gas for others in the state
of Tennessee. The Company has 208 producing oil and gas wells in Kansas and
has nine natural gas and two oil wells in Tennessee which are expected to
commence production in the third quarter of 1998.
Liquidity and Capital Resources
The Company's primary cash requirements are for capital expenditures and
operating expenses. The primary source of cash prior to the first quarter of
1998 has been from loan transactions and private placements of the Company's
common stock.
Investing activities for the first six months of 1998 include additions of
$786,186 to oil and gas properties and $1,338,675 for completion of the
company's pipeline in Tennessee which has been under construction since 1996.
The costs for oil and gas properties were primarily for drilling and
completion of two natural gas and two oil wells in the Swan Creek Field in
northeastern Tennessee.
Cash and cash equivalents at June 30, 1998 decreased $4,177,123 from the
December 31, 1997 balance of $4,451,274 due primarily to the following:
o During the first quarter of 1998 the company closed the purchase of 208
producing oil and gas wells in Kansas from AFG Energy, Inc. (AFG) effective
as of December 31, 1997. The company paid $2,990,253 in cash and issued a
note payable to AFG for $2,500,000 for the balance of the purchase price.
o Costs noted above for oil and gas properties and the pipeline completion
totaled $2,124,861.
o The company paid $507,486 cash to reduce a note payable to an individual.
o Net cash used in Operating Activities was $826,867 which is shown in detail
on the Statement of Cash Flows.
Proceeds from private placements of 344,258 shares of the Company's common
stock totaled $2,403,713 during the first six months of 1998. Placement fees
for private placements occurring during the fourth quarter of 1997 and first
quarter of 1998 totaling $360,000 were paid to a director in the form of 25%
working interests in five wells.
On July 16, 1998, the Company entered into a loan agreement with five
individual investors totaling $800,000. The loans are secured by a pledge of
118,200 shares of the Company's Common Stock owned by Malcolm E. Ratliff, the
Company's Chief Executive Officer and a Director. The loan bears interest at
8% per annum and matures on October 14, 1998. Loan origination fees consisted
of $64,000 in cash to the broker who arranged the loan and 16,800
10
<PAGE>
shares of the Company's common stock given to the lenders. It is anticipated
that this loan will be repaid by the Company out of the proceeds from an
offering of the Company's convertible preferred stock described below.
The Company recently entered into agreements to acquire all of the membership
interests in Twister Gas Services LLC ("Twister"), and Twister Partners LLC
("Twister Partners"), both of which are Oklahoma limited liability companies and
all of the stock of Twister Transmission Company ("TTC") and ZG Exploration
Corporation ("ZGX"), both of which are Oklahoma corporations (these entities are
collectively referred to as the "Twister Group"). The purchase price for the
membership interests and stock of the entities of the Twister Group consists of
$11.3 million in cash and 357,143 restricted shares of the Company's common
stock to be paid at closing. Twister is a privately held energy company
principally engaged in purchasing, exploring, producing and marketing natural
gas. Twister's activities are conducted in the states of Oklahoma, Texas and
Mississippi. Twister Partners is principally engaged in the gathering and
transporting of natural gas. The Twister Group had 1997 gross revenues of $162.2
million and net income of $2.6 million. The Twister Group currently owns
interests in approximately 203 natural gas and oil wells and 60 miles of natural
gas gathering pipeline.
Consummation of the Twister Group acquisition is conditioned, among other
things, upon the completion by the Company of a due diligence investigation
and the success of efforts by the Company to raise the requisite funds for the
closing.
The Company is seeking to raise the funds for the cash portion of the Twister
Group acquisition price by completion of a private placement offering (the
"Offering") of a maximum of 250,000 shares and a minimum of 175,000 shares of
the Company's newly designated Series A 8% Cumulative Convertible Preferred
Stock at a purchase price of $100 per share for an aggregate offering price of
$25 million if the maximum offering is sold and $17.5 million if the minimum
offering is sold. The minimum offering will be closed concurrently with the
closing of the Twister Group acquisition to pay the cash portion of the
acquisition plus pay off the $800,000 loan outlined above and other corporate
indebtedness. There can be no assurances that the minimum amount of the
Offering will be raised and that the Twister Group acquisition will be able to
be completed.
The Company's plan of operations for the next twelve months call for drilling
one well per month in the Swan Creek Field at a cost of $250,000 per well. The
Company plans to extend its recently completed pipeline in Tennessee 10 miles
at a cost of $2,500,000 to connect with the main gas transmission line of East
Tennessee Natural Gas. This will allow the Company to sell natural gas
throughout the southeastern and northeastern United States. The Company does
not presently have the funds needed to enable it to complete its drilling
program and extension of the pipeline. It is anticipated that a portion of the
financing of these two projects is expected to come from the Offering noted
above, however, there can be no assurances the projects will be completed even
if the maximum offering is raised.
Results of Operations
The company recognized $480,551 in revenues from the Kansas oil and gas field
during the second quarter 1998 compared to $610,509 in the first quarter 1998.
This reduced revenue results
11
<PAGE>
from the significant decrease in oil and gas prices during the first six
months of 1998. Production Costs and Taxes for the second quarter of 1998
increased $264,873 from the first quarter of 1998 due to significant increases
in well repairs, utility costs and ad valorem taxes for the Kansas operation
plus start-up costs incurred during the second quarter of 1998 related to
initiating production in the Swan Creek field in Tennessee. Depreciation,
Depletion and Amortization expense for the six months of 1998 shows an
increase of $208,000 over 1997 due to depletion of Oil & Gas Properties
associated with the Kansas production.
Interest Expense for the first six months of 1998 decreased $324,573 from the
same period of 1997. The 1997 expense included a $220,000 charge for the
imputed value of common stock warrants issued and a $193,694 cost for imputed
interest in connection with the conversion of debt to equity for the Company's
majority stockholder and its affiliates. The 1998 expense does not include a
charge for either of these items as they were fully amortized during 1997.
General and Administrative Expenses for the second quarter of 1998 increased to
$827,000 from the first quarter of 1998 amount of $484,000. A majority of
this $343,000 increase was attributable to three areas:
o Legal and Accounting expenses increased from $87,100 to $205,600 due to
accounting services required for the AFG purchase and legal costs
associated with several SEC filings.
o Public Relations costs increased from $77,400 to $125,300 primarily due to
the cost of the annual report to stockholders.
o Travel & Entertainment expenses increased from $30,900 to $74,200.
The Company expects to earn a profit in 1998 as a result of the acquisition of
the Kansas properties and the commencing of sales of natural gas and oil from
the Swan Creek field in Northeastern Tennessee during the third quarter of 1998.
The Company's pipeline was recently completed and connected to a natural gas
utility with gas sales commencing at the end of July 1998. The acquisition of
the Twister Group could add to this projected 1998 profit. However, this is a
forward looking statement and there is no assurance the Company will earn a
profit in 1998 due to many variables over which the Company has no control, such
as the price of oil and gas, competition, natural disasters, etc.
Year 2000 Risks
As in the case with other companies using computers in their operations, the
company is faced with the task of addressing the year 2000 issue during the
next two years. The Year 2000 issue arises from the widespread use of computer
programs that rely on two-digit codes to perform computations or
decision-making functions. The Company has not yet performed a comprehensive
review of its computer programs to identify the systems that would be affected
by the Year 2000 issue nor has it yet reviewed the Company's Year 2000
exposure to customers, distributors, suppliers and banking institutions.
Management is presently unable to estimate the costs associated with
modification or replacement of systems affected by the Year 2000 issue,
however, these costs could be significant.
12
<PAGE>
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The annual meeting of stockholders of the Company was
held on June 19, 1998.
(b) Joseph E. Armstrong, John L. Kidde, James B. Kreamer,
William A. Moffett, Shigemi Morita, Malcolm E. Ratliff and Allen J. Sweeny
were elected as Directors of the Company for a term of one year or until their
successors were elected and qualified. The results of voting were as follows:
5,218,674 votes for Joseph E. Armstrong and 12,450 withheld; 5,219,874 votes
for John L. Kidde and 11,250 withheld; 4,990,650 votes for James B. Kreamer
and 240,474 withheld; 4,991,650 votes for William A. Moffett and 239,474
withheld; 5,221,674 votes for Shigemi Morita and 9,450 withheld; 5,210,474
votes for Malcolm E. Ratliff and 20,650 withheld and, 5,221,674 votes for Allen
J. Sweeney and 9,450 withheld.
(c) The next item of business was the proposal to authorize
an amendment to the Company's Corporate Charter creating 25,000,000 shares of
a new class of stock, preferred stock, $.0001 par value per share, the rights,
privileges and preferences of which are to be determined by the Board of
Directors without additional stockholder approval. The results of the voting
were as follows:
4,686,220 votes for the resolution,
110,867 votes against and
17,328 votes abstained.
A majority of the votes cast at the meeting having voted for
the resolution, the resolution was duly passed.
(d) The next item of business was the proposal to ratify the
appointment of BDO Seidman, LLP, the independent certified public accountants of
the Company, for fiscal 1998. The results of the voting were as follows:
5,216,065 votes for the resolution,
9,391 votes against and
5,668 votes abstained.
A majority of the votes cast at the meeting having voted for
the resolution, the resolution was duly passed.
No other matters were voted on at the meeting.
13
<PAGE>
ITEM 7 EXHIBITS AND REPORTS ON FORM 8-K
During the quarter the Company filed an amended report on
Form 8-K/A for the event dated February 12, 1998 regarding Item 2, the
acquisition of assets from AFG Energy, Inc. The Form 8-k/A was filed with the
Commission on April 14, 1998. The following financial statements were filed
with the Form 8-K/A:
1. Independent auditor's report, statements of revenue and
direct operating expenses and notes to financial statements of the properties
acquired by the Company from AFG Energy, Inc.
2. Pro forma combined statements of loss for year ended
October 31, 1997 for the Company and properties acquired by the Company from
AFG Energy, Inc.
During the quarter the Company also filed a report on Form
8-K for the event dated June 2, 1998, regarding Item 2, the acquisition of all
of the assets of Twister Gas Services L.L.C., an Oklahoma limited liability
company and all of the assets of Twister Partners L.L.C. ("Twister Partners"),
an Oklahoma limited liability company from Twister Transmission Company, an
Oklahoma corporation, ZG Exploration Corporation, an Oklahoma corporation and
Twister Partners. The Form 8-K was filed with the Commission on June 17, 1998.
14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized.
Dated: August , 1998 TENGASCO, INC.
By: /s/ Robert M. Carter
---------------------------
Robert M. Carter, President
By: /s/ William F. Stenken
---------------------------
William F. Stenken,
Chief Accounting Officer
15
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 274,151
<SECURITIES> 0
<RECEIVABLES> 165,939
<ALLOWANCES> 0
<INVENTORY> 140,253
<CURRENT-ASSETS> 737,842
<PP&E> 11,792,762
<DEPRECIATION> 519,069
<TOTAL-ASSETS> 12,026,367
<CURRENT-LIABILITIES> 3,665,983
<BONDS> 0
0
0
<COMMON> 7,376
<OTHER-SE> 6,740,768
<TOTAL-LIABILITY-AND-EQUITY> 12,026,367
<SALES> 1,091,060
<TOTAL-REVENUES> 1,091,060
<CGS> 795,847
<TOTAL-COSTS> 2,499,493
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 169,452
<INCOME-PRETAX> (1,408,433)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,408,433)
<EPS-PRIMARY> (.20)
<EPS-DILUTED> (.20)
</TABLE>
