<PAGE> 1
FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the quarterly period ended March 31, 2000.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
[NO FEE REQUIRED]
For the transition period from _________ to ____________.
Commission file number 0-27418
KINETIKS.COM, INC.
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C>
Delaware 76-0478045
(State or other jurisdiction IRS Employer
of incorporation or organization) Identification Number
</TABLE>
10055 Westmoor Drive
Westminster, CO 80021
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (813) 637-3591
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<S> <C>
Title of each class Name of each exchange on
which registered
None None
</TABLE>
Securities registered pursuant to Section 12(g) of the Act:
Title of Each Class
$.001 Par Value Common Stock
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for 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 [ ]
As of May 11, 2000, the market value of the Registrant's $0.001 par value common
stock, excluding shares held by affiliates, was $6,065,000 based on a closing
bid price of $1.19 per share on the OTC Bulletin Board. There were 17,500,000
shares of common stock and 250,000 shares of preferred stock convertible into
12,500,000 shares of common stock outstanding as of March 31, 2000 and May 11,
2000.
<PAGE> 2
INDEX
Part I. Financial Information*
Item 1. Condensed Financial Statements (Unaudited)
Balance Sheets 2
Statements of Operations 3
Statement of Stockholders' Equity 4
Statements of Cash Flows 5
Notes to Condensed Financial Statements
(Unaudited) 6
Item 2. Management's Discussion and Analysis or Plan
Operation 9
Part II. Other Information
Item 1. Legal Proceedings 10
Item 2. Changes in Securities 11
Item 3. Defaults Upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
* The accompanying financial information is not covered by an Independent
Certified Public Accountant's Report.
<PAGE> 3
ITEM 1: FINANCIAL STATEMENTS
Elinear Corporation
and Subsidiaries
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
MARCH 31,
2000 DECEMBER 31,
(Unaudited) 1999
----------- ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents 601,160 939,493
Accounts receivable 270,605 32,490
Advances to employees 1,500 3,000
Total current assets 873,265 974,983
Property and equipment, net 119,548 38,423
Other assets 7,547 7,547
Total assets 1,000,360 1,020,953
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable 10,867 38,384
Accrued liabilities 55,659 8,956
Deferred income -- 9,250
Total current liabilities 66,526 56,590
Commitments -- --
Stockholders' equity:
Preferred stock; $.001 par value; 500,000 shares
authorized; 250,000 shares outstanding 250 250
Common stock; $.001 par value; 20,000,000 shares
authorized; 17,500,000 outstanding 17,500 17,500
Additional paid in capital 948,650 948,650
Accumulated deficit (32,566) (2,037)
Total stockholders' equity 933,834 964,363
Total liabilities and stockholders' equity 1,000,360 1,020,953
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
2
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Elinear Corporation
and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
2000 1999
--------- --------
<S> <C> <C>
Net revenues 354,559 179,800
Operating expenses:
Wages and benefits 208,520 40,571
Professional services 25,259 950
Travel and entertainment 24,966 11,521
Rent 24,316 1,199
Sales and marketing 70,395 532
Insurance 8,218 245
Telephone 7,036 3,705
Depreciation 5,489 --
Other 16,620 2,918
Total operating expenses 390,819 61,641
Income (loss) from operations (36,260) 118,159
Other income (expense):
Interest income 5,559 --
Other income (expense) 172 (783)
Income (loss) before income taxes or
proforma income tax (30,529) 117,376
Income taxes (Proforma income tax expense) -- (42,255)
(Net loss) proforma net income (30,529) 75,121
Basic and fully diluted earnings (loss)
per share (proforma for 1999) -- --
Weighted average shares outstanding:
Basic 30,000,000 26,774,013
Fully diluted 31,941,251 28,715,263
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE> 5
Elinear Corporation
and Subsidiaries
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(Unaudited)
<TABLE>
<CAPTION>
ADDITIONAL RETAINED
COMMON PREFERRED PAID IN EARNINGS
SHARES AMOUNT SHARES AMOUNT CAPITAL (DEFICIT) TOTAL
------ ------ --------- ------ ---------- --------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Balance,
Jan 1,2000 17,500,000 17,500 250,000 250 948,650 (2,037) 964,363
Net loss for the
Period 0 0 0 0 0 (30,529) (30,529)
Balance,
Mar 31, 2000 17,500,000 17,500 250,000 250 948,650 (32,566) 933,834
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
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Elinear Corporation
and Subsidiaries
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
2000 1999
----------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) (30,529) 75,121
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation 5,489 --
Changes in operating assets and liabilities:
Accounts receivable (67,115) (166,410)
Advances to employees 1,500 --
Accounts payable (27,517) (5,912)
Accrued expenses 46,703 33,872
Deferred income (9,250) 70,000
(50,190) (68,450)
Net cash provided by (used in) operating
activities (80,719) 6,671
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (86,614) (1,126)
Net cash used in investing activities (86,614) (1,126)
CASH FLOWS FROM FINANCING ACTIVITIES:
Distribution to "S" corporation stockholders -- (1,000)
Payment on due to stockholders (171,000) --
Net cash used in financing activities (171,000) (1,000)
Net increase in cash and cash equivalents (338,333) 4,545
Cash and cash equivalents at beginning of
period 939,493 36,269
Cash and cash equivalents at end of period 601,160 40,814
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements
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Elinear Corporation
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(Unaudited)
1. The financial statements and notes thereto should be read in
conjunction with the financial statements and notes for the year ended December
31, 1999.
2. In the opinion of management, all adjustments (consisting only of
normal recurring accruals) necessary for a fair presentation of the results of
operations for the period presented have been included. The results of
operations for the three months ended March 31, 2000 and 1999 are not
necessarily indicative of the results for a full year.
3. Background of company and basis of presentation
In October 1999, Imagenuity, Inc. ("Imagenuity") executed an Agreement
and Plan of Merger (the "Plan") with Kinetiks.com, Inc. ("Kinetiks") and
Kinetiks' wholly owned subsidiary Elinear Corporation ("Elinear"). The Plan was
subject to Kinetiks successfully completing a private placement in the amount of
$1,000,000 from the sale of 2,500,000 shares of Kinetiks common stock, the
execution of an Inducement Agreement whereby two shareholders of Kinetiks were
to deliver a written indemnity by which these two shareholders assumed and
agreed to hold Kinetiks, Elinear and Imagenuity and their officers, directors
and shareholders harmless from Kinetiks liabilities, and due diligence.
Additionally, the Plan required that the sole shareholder of Imagenuity
indemnify Kinetiks and Elinear from and against any and all loss, liability,
damage and expense suffered or incurred by Kinetiks or Elinear resulting from or
arising out of the defense of the threatened action by a former shareholder of
Imagenuity. In satisfaction of the requirement, the sole shareholder of
Imagenuity delivered to Kinetiks and Elinear an Indemnification and Pledge
Agreement covering 4,500,000 shares of stock.
The requirements of the Plan were satisfied on December 9, 1999;
accordingly, the sole shareholder of Imagenuity was entitled to receive
22,500,000 shares of Kinetiks common stock. Because the authorized number of
common shares of Kinetiks was insufficient to satisfy the number of shares to be
issued to the sole shareholder of Imagenuity, Kinetiks issued 10,000,000 shares
of its common stock and 250,000 shares of its preferred stock to the sole
shareholder, which shares of preferred stock are convertible into 12,500,000
shares of Kinetiks common stock.
The Plan also provided that since Imagenuity was an S corporation for
income tax purposes, the sole shareholder of Imagenuity was entitled to receive
distributions of approximately $315,000, to satisfy the income taxes that would
be allocated to this shareholder. Kinetics paid this shareholder approximately
$144,000 in October 1999, and paid the remaining portion in the amount of
approximately $171,000 in February 2000.
Generally accepted accounting principles state that presumptive
evidence of the acquiring corporation in combinations effected by an exchange
of stock is obtained by identifying the former common shareholder interest of a
combining company which either retains or receives the larger portion of the
voting rights in the combined corporation. That corporation should be treated
as the acquirer unless other evidence clearly indicates that another
corporation is the acquirer. As the former sole shareholder of Imagenuity held
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the larger portion of the voting rights of the combined corporation, the
transaction has been recorded as a reverse acquisition with Imagenuity as the
accounting acquirer. In a reverse acquisition, the accounting acquirer is
treated as the surviving entity, even though the registrant's legal existence
does not change. The accounting acquirer treats the merger as a purchase
acquisition. As a result, the Merger has been recorded using the historical
cost basis for the assets and liabilities of Imagenuity, as adjusted, and the
estimated fair value of Kinetiks and its subsidiary's assets and liabilities.
On December 9, 2000, Imagenuity was merged with and into Elinear with
Elinear being the surviving entity. As such, the accompanying financial
statements are described as those of Elinear Corporation and include the
accounts of the former Imagenuity and Kinetiks and its subsidiary (Elinear).
All intercompany accounts and transactions have been eliminated.
Upon the completion of the merger, Imagenuity terminated its S
corporation status for income tax purposes. The accompanying 1999 financial
statements include proforma income tax expense in the statement of operations
which presents the income tax expense that would have been recorded had
Imagenuity not been a pass through entity for income tax purposes.
4. Major customer information:
During the period ended March 31, 2000, Elinear generated revenues
from two customers that represented 51% and 40% of total sales, respectively.
One customer comprised 100% of revenues for the period ended March 31, 1999.
5. Litigation
A former employee of Imagenuity filed a lawsuit against Imagenuity
alleging breach of his employment agreement and filed suit against Kinetiks
alleging breach of its fiduciary obligation to deliver the proportionate number
of shares that the former employee claims is due to him pursuant to the merger
with Kinetiks. The lawsuit demands judgment against Imagenuity and Kinetiks that
would require Imagenuity and Kinetiks to deliver to the former employee 20% of
the issued and outstanding shares of stock of Imagenuity or its equivalent in
shares of Kinetiks. Elinear has filed an action against the former employee
requesting a declaratory judgment that the former employee's interest in
Imagenuity was terminated effective October 4, 1999. Elinear believes that
the former employee's action is without merit and plans to vigorously defend
itself. Elinear believes that should it be unsuccessful in defending
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itself, an unfavorable outcome would not have a material impact on the financial
statements taken as a whole.
6. Stock Option Plan
On March 31, 2000, Kinetiks' board of directors approved the 2000 Stock
Option Plan (the "Plan") under which up to 4,000,000 shares of Kinetiks' common
stock may be issued. Under the Plan, incentive and nonqualified stock options
may be granted to employees, directors, and consultants of Kinetiks. Incentive
stock options are granted at an exercise price of not less than 100% (110% for
individuals owning 10% or more of the Kinetiks' common stock at the time of
grant) of the stock's fair market value at the time of grant. Nonqualified stock
options may be granted at an exercise price determined by Kinetiks.
7. Subsequent events:
Financing Arrangement
On April 12, 2000, Kinetiks entered into a Letter of Agreement for a
Private Equity Line (the "Agreement") of Common Stock with Swartz Private Equity
("Swartz"). The Agreement provides that Swartz, upon satisfactory completion of
due diligence and the execution of a definitive agreement, shall make a firm
commitment to purchase shares of Kinetiks' common stock in a private placement
at a purchase price equal to 92% of the market price, as defined, and resell
these shares under a qualified prospectus. Subject to an effective registration
statement and for a period of three years, Kinetiks, in its sole discretion, has
the right to "put" common stock to Swartz, subject to certain restrictions
relating to trading volume and pricing criteria. Kinetiks may not put more than
$2 million of common stock to Swartz at any given time. For each "put," Swartz
shall receive an amount of warrants equal to 10% of the number of shares
purchased, exercisable at a price equal to 110% of the market price of each
"put."
As compensation to enter into the Agreement, Kinetiks will grant Swartz
a warrant to purchase 612,000 shares of the Kinetiks' common stock that expire
in 2005. Of these warrants, 204,000 are exercisable upon the completion of due
diligence, 204,000 are exercisable upon the completion of a definitive
agreement, and 204,000 are exercisable upon the sooner of six months from the
date of the Agreement or upon the effectiveness of a registration statement. The
exercise price is equal to the lesser of the lowest closing bid price for five
days prior to the execution of the Agreement or the lowest bid price for five
trading days prior to the execution of the definitive agreement.
This Agreement is subject to various contingencies. There can be no
assurances that Kinetiks will successfully negotiate a definitive agreement or
complete the required registration statement.
Grants of Stock Options
Pursuant to the Plan discussed in Note 6, during April 2000, Kinetiks
granted 1,400,000 incentive stock options and 300,000 nonqualified stock options
to various employees, directors and consultants. The options generally vest over
a four-year period and expire ten years from the date of grant. The exercise
price of the options granted was $1.97, which approximated the fair market value
at the date of grant.
Additionally in April 2000, Kinetiks granted 3,800,000 nonqualified
options to employees not pursuant to
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any stock option plan. These options vest of over a one-year period and expire
ten years from the date of grant. The exercise price of these options was $1.97,
which approximated the fair market value at the date of grant.
Pending Acquisition
On May 1, 2000, eLinear reached a tentative agreement to acquire
Genesys Development Corporation, a full service internet consulting firm based
in Louisville, Kentucky. This transaction is subject to certain conditions,
including the obtaining of satisfactory financing by Kinetiks.com of the cash
portion of the purchase price and satisfactory due diligence by eLinear's
accounting and legal teams.
Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Overview:
Kinetiks, through its wholly-owned subsidiary eLinear, sells Internet
professional services to clients to align their personnel, processes and systems
in an electronic enterprise. An electronic enterprise utilizes Internet-based
technologies allowing clients to transact business, communicate information and
share knowledge among employees, customers and suppliers.
We deliver our services through a consulting model that we refer to as
ROII-Return on Internet Investment. This entails analysis, design and support of
clients' strategic plans and business needs as they relate to electronic
commerce. In addition to providing complete customer Internet applications, we
also market services that solve specific business problems for clients. Those
services are based on the "develop once, sell many" template driven approach.
Typically, these services focus on the small to medium business market segment,
but they may be scaled to meet the requirements of most businesses. These
services include use of our proprietary "WebCAS" Website content management
service, and "OnePlace," an information portal service.
Results of Operations:
Revenues: Revenue for the three months ended March 31, 2000 increased $174,759
to $354,559 from $179,800 for the three months ended March 31, 1999. This
increase reflects increases in both the size and number of client projects.
Operating Expense: Operating Expenses for the three months ended March 31, 2000
increased $329,356 to $390,819 from $61,463 for the three months ended March 31,
1999. The increase in operating expenses was due primarily to increases in
headcount, sales and marketing expense, and rent expense as a result of the
Company's development of appropriate corporate and marketing functions necessary
for future expansion.
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Liquidity and Capital Resources:
At March 31, 2000, we had $601,160 in cash and cash equivalents. We funded our
operations primarily from cash generated from operations and from the issuance
of equity securities. For the three months ended March 31, 2000, cash used by
operations was $80,719. For the three months ended March 31, 1999, cash provided
by operations was $6,671.
For the three months ended March 31, 2000 cash used in investing activities was
$86,614. For the three months ended March 31, 1999, cash used in investing
activities was $1,126. The primary use of cash in investing activities during
the three months to March 31,2000 and 1999 was for purchases of furniture and
equipment to build the infrastructure for anticipated future growth.
Net cash used in financing activities was $171,000 and $1,000 for the three
months ended March 31, 2000 and 1999, respectively. During the first three
months of 2000, cash used in financing activities was related to the payment due
a shareholder associated with the reverse merger completed in December 1999.
Management expects that its current working capital will be sufficient to cover
operating activities, excluding acquisitions, during the next year. There can be
no assurance, however, that cash generated from operating activities will be
sufficient to cover our current operating activities.
We currently derive essentially all of our revenues from our two largest
clients. The loss of either of these clients might have an adverse material
impact on our financial condition. We are implementing strategies and hiring
additional employees in order to diversify the client base, both geographically
and by industry, to minimize the risks associated with the concentration of
revenues with two clients. There can be no assurances, however, that these
efforts will be successful. Revenues and earnings may also fluctuate based on
the number and size of projects undertaken during any period of time.
Additionally, we are actively pursuing merger candidates that can compliment the
services presently provided by us. We believe that we will need additional
equity capital or debt financing in order to complete any merger or acquisition.
On April 12, 2000, we entered into a Letter of Agreement for a Private
Equity Line (the "Agreement") of Common Stock with Swartz Private Equity
("Swartz"). The Agreement provides that Swartz, upon satisfactory completion of
due diligence and the execution of a definitive agreement, shall make a firm
commitment to purchase shares of our common stock in a private placement at a
purchase price equal to 92% of the market price, as defined, and resell these
shares under a qualified prospectus. As compensation to enter into the
Agreement, we will grant Swartz a warrant to purchase 612,000 shares of our
common stock that expire in 2005. The Agreement is subject to various
contingencies. There can be no assurance that we will successfully negotiate a
definitive agreement or complete a qualified prospectus.
Part II. Other Information
Item 1. Legal Proceedings
Kinetiks is not a party to any material legal proceedings. Prior to completing
the merger of eLinear and Imagenuity, Inc., Imagenuity redeemed 125 shares of
its stock from an officer, Chris Sweeney. Mr. Sweeney initiated an action in
Florida against Imagenuity for alleged breach of his employment contract, which
Imagenuity contends was terminable at will. eLinear has filed an action in
Colorado requesting a declaration that Mr. Sweeney's rights as a shareholder of
Imagenuity were terminated effective October 4, 1999. Jon V. Ludwig, the
president and majority
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shareholder of Kinetiks has indemnified Kinetiks against all costs and losses
arising from the Colorado and Florida actions.
Item 2. Changes in Securities
None
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
General
Forward-Looking Statements
In addition to historical information, this Quarterly Report
contains "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995, and is thus prospective. The
forward-looking statements contained herein are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
reflected in the forward-looking statements. Factors that might cause such a
difference include, but are not limited to, competitive pressures, changing
economic pressures, those discussed in the Section entitled "Management's
Discussion and Analysis or Plan of Operation," and other factors, some of which
will be outside the control of the Company. Readers are cautioned not to place
undue reliance on these forward-looking statements, which reflect events or
circumstances that arise after the date hereof. The Company undertakes no
obligation to publicly revise these forward-looking statements to reflect events
or circumstances that arise after the date hereof. Readers should refer to and
carefully review the information in future documents the Company files with the
Securities and Exchange Commission.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
(2) Agreement and Plan of Merger, dated October 11, 1999, between
the Company, Elinear Corporation and Imagenuity, Inc. -- incorporated herein by
reference from the Company's Current Report on Form 8-K filed with the
Commission on October 25, 1999
(3)(i) Articles of Incorporation of Kinetiks.com, Inc. --
incorporated herein by reference from the Company's Form 10-KSB for the
period ending December 31, 1995
(3)(ii) By-laws of Kinetiks.com Inc. -- incorporated herein by
reference from the Company's Form 10-KSB for the period ending December 31, 1995
(10) Employment Agreement between the Company and Jon Ludwig dated
December, 1999 -- incorporated herein by reference from the Company's Form
10-KSB/A filed with the Commission on May 1, 2000.
(27) Financial Data Schedule
(b) Reports on Form 8-K:
The Company filed a Form 8-K with the Commission on May 10,
2000 in which it reported under Item 4 a change in its certifying accountants.
The Company filed a Form 8-K with the Commission on May 4,
2000 in which it reported under Item 5 that it had entered into a letter of
intent with regard to a potential acquisition.
In connection with the merger of Imagenuity, Inc. with and
into the Company's wholly-owned subsidiary, the Company filed a Form 8-K with
the Commission on February 7, 2000 in which it filed: (a) the Report of
Independent Certified Public Accountants; the audited Balance Sheets as of
December 31, 1998, 1997; the audited Statements of Operations 3 period
October 20, 1997 (inception) through December 31, 1997 and for the year ended
December
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31, 1998; the audited statements of Stockholder's Equity for the period
October 20, 1997 (inception) through December 31, 1997 and for the year ended
December 31, 1998; and the audited Statements of Cash Flows for the period
October 20, 1997 (inception) through December 31, 1998 and for the year ended
December 31, 1998, of Imagenuity, Inc. d/b/a eLinear, together with the notes
thereto; and (b) the unaudited Proforma Combined Condensed Financial Information
of Kinetiks.com, Inc. and subsidiary and Imagenuity, Inc. d/b/a eLinear,
consisting of the unaudited proforma combined, condensed Balance Sheet for
Kinetiks.com, Inc. and subsidiary and Imagenuity, Inc. d/b/a eLinear as of
October 31, 1999; unaudited proforma combined, condensed Statements of
Operations for Kinetiks.com, Inc. and subsidiary and Imagenuity, Inc. d/b/a
eLinear, for the year ended December 31, 1998 and the ten-month period ended
October 31, 1999 with adjustments.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Quarterly Report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Kinetiks.com, Inc.
<TABLE>
<S> <C> <C>
Date: 5/15/00 By:/s/ Jon V. Ludwig
------------------------------------------
Jon V. Ludwig,President
By:/s/Paul Thomas
------------------------------------------
Paul Thomas, Chief Financial Officer
</TABLE>
12
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> MAR-31-1999
<PERIOD-END> MAR-31-2000
<CASH> 601,160
<SECURITIES> 0
<RECEIVABLES> 270,605
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 873,265
<PP&E> 132,605
<DEPRECIATION> 13,057
<TOTAL-ASSETS> 1,000,360
<CURRENT-LIABILITIES> 66,526
<BONDS> 0
0
250
<COMMON> 17,500
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 1,000,360
<SALES> 354,559
<TOTAL-REVENUES> 354,559
<CGS> 0
<TOTAL-COSTS> 390,819
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (30,529)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (30,529)
<EPS-BASIC> .00
<EPS-DILUTED> .00
</TABLE>
