<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
-----------------------------
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
------------------------- --------------------
Commission File Number: 33-99084-NY
--------------------------------------------------------
NET/GUARD Technologies, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 22-3372522
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12465 Lewis Street - Suite 101, Garden Grove, California 92840
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
714-703-2880
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Rollo Entertainment Inc., 5 Glenfield Road, Glenridge, New Jersey 07028
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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 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
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's class of
common stock, as of the latest practicable date.
The number of shares outstanding of each of the registrant's classes of common
stock, as of December 31, 1996 is 10,000,000 shares, all of one class of $.0001
par value common stock.
1
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page No.
--------
PART I
<S> <C> <C>
Item 1. Financial Statements 3-8
Item 2. Management's Discussion and Analysis
or Plan of Operation 9-11
PART II
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a
Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
</TABLE>
2
<PAGE> 3
NetGUARD TECHNOLOGIES, INC.
(FORMALLY ROLLO ENTERTAINMENT INC.)
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
September 30, March 31,
1996 1996
---- ----
(Unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash $ 53,039 $ 4,720
--------- ---------
PROPERTY AND EQUIPMENT:
Office equipment 2,647 1,947
Studio and sound equipment 58,760 -
Leasehold improvements 19,071 -
--------- ---------
Total 80,478 1,947
Less: Accumulated depreciation and amortization 3,104 247
--------- ---------
NET PROPERTY AND EQUIPMENT 77,374 1,700
--------- ---------
OTHER ASSETS:
Organization costs 1,316 1,316
Security deposits 2,650 -
Public offering expenses - 15,058
--------- ---------
TOTAL OTHER ASSETS 3,966 16,374
--------- ---------
TOTAL ASSETS $ 134,379 $ 22,794
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES:
Loan payable $ 50,000 $ -
Note payable - stockholder 32,500 -
Accounts payable 7,950 4,400
Payroll taxes withheld and accrued 6,467 5,733
Accrued interest - stockholders 2,432 19
Accrued expenses 200 200
--------- ---------
TOTAL CURRENT LIABILITIES 99,549 10,352
--------- ---------
LONG-TERM DEBT:
Note payable - stockholder 70,000 70,000
--------- ---------
STOCKHOLDERS' EQUITY (DEFICIENCY):
Common stock, $.0001 par value,
authorized 10,000,000 shares;
issued and outstanding 4,650,000 shares 465 450
Additional paid-in capital 271,972 52,350
Deficit accumulated during the development stage (307,607) (110,358)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY) (35,170) (57,558)
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIENCY) $ 134,379 $ 22,794
========= =========
</TABLE>
See notes to financial statements.
3
<PAGE> 4
NetGUARD TECHNOLOGIES, INC.
(FORMALLY ROLLO ENTERTAINMENT INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
Period from Period from
May 8, 1995 May 8, 1995
Six Months (Date of Three Months Ended (Date of
Ended Inception) to September 30, Inception) to
September 30, September 30, ------------------------------ September 30,
1996 1995 1996 1995 1996
----------- ----------- ----------- ----------- -----------
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C>
REVENUES $ 540 $ - $ 540 $ - $ 540
----------- ----------- ----------- ----------- -----------
OPERATING EXPENSES:
Officer's salaries 62,500 16,200 31,250 16,200 119,800
Salaries, other 28,846 - 18,077 - 28,846
Other operating expenses 104,157 9,646 49,001 9,646 157,196
----------- ----------- ----------- ----------- -----------
TOTAL OPERATING EXPENSES 195,503 25,846 98,328 25,846 305,842
----------- ----------- ----------- ----------- -----------
LOSS FROM OPERATIONS BEFORE
OTHER INCOME (EXPENSE) AND
PROVISION FOR INCOME TAXES (194,963) (25,846) (97,788) (25,846) (305,302)
----------- ----------- ----------- ----------- -----------
OTHER INCOME (EXPENSE):
Interest expense - stockholders (2,413) - (1,280) - (2,432)
Interest income 127 - - - 127
----------- ----------- ----------- ----------- -----------
TOTAL OTHER INCOME (EXPENSE) (2,286) - (1,280) - (2,305)
----------- ----------- ----------- ----------- -----------
LOSS BEFORE PROVISION FOR
INCOME TAXES (197,249) (25,846) (99,068) (25,846) (307,607)
PROVISION FOR INCOME TAXES - - - - -
----------- ----------- ----------- ----------- -----------
NET LOSS $ (197,249) $ (25,846) $ (99,068) $ (25,846) $ (307,607)
=========== =========== =========== =========== ===========
LOSS PER COMMON SHARE $ (.04) $ (.01) $ (.02) $ (.01) $ (.07)
=========== =========== =========== =========== ===========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 4,643,443 4,500,000 4,650,000 4,500,000 4,557,947
=========== =========== =========== =========== ===========
</TABLE>
See notes to financial statements.
4
<PAGE> 5
NetGUARD TECHNOLOGIES, INC.
(FORMALLY ROLLO ENTERTAINMENT INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
<TABLE>
<CAPTION>
Deficit
Common Stock Accumulated
-------------------------- Additional During the
Number of Paid-in Development
Shares Amount Capital Stage Total
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Inception - May 8, 1995 - $ - $ - $ - $ -
July 1995, issuance of
common stock for cash 21 1 49,999 - 50,000
September 1995, issuances
of common stock to an
officer for operating
expenses paid on behalf
of the Company 8 1 1,483 - 1,484
September 1995, issuances
of common stock for
operating expenses 16 1 1,315 - 1,316
Stock split 4,499,955 447 (447) - -
Net loss for the period - - - (110,358) (110,358)
--------- --------- --------- --------- ---------
BALANCE - March 31, 1996 4,500,000 450 52,350 (110,358) (57,558)
April 1996, issuance of
common stock for cash 150,000 15 219,607 - 219,622
April 1996, issuance of
common stock purchase
warrants - - 15 - 15
Net loss for the period - - - (197,249) (197,249)
--------- --------- --------- --------- ---------
BALANCE - September 30, 1996
(unaudited) 4,650,000 $ 465 $ 271,972 $(307,607) $(35,170)
========= ========= ========= ========= =========
</TABLE>
See notes to financial statements.
5
<PAGE> 6
NetGUARD TECHNOLOGIES, INC.
(FORMALLY ROLLO ENTERTAINMENT INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Period from Period from
May 8, 1995 May 8, 1995
Six Months (Date of (Date of
Ended Inception) to Inception) to
September 30, September 30, September 30,
1996 1995 1996
--------- -------- ---------
(Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(197,249) $(25,846) $(307,607)
Adjustments to reconcile net loss to
net cash from operating activities:
Depreciation and amortization 2,857 52 3,104
Issuance of common stock for
operating expenses - 2,800 2,800
Increase in operating liabilities:
Accounts payable 3,550 - 7,950
Payroll taxes withheld and accrued 734 6,028 6,467
Accrued expenses 2,413 200 2,632
--------- -------- ---------
NET CASH USED BY OPERATING ACTIVITIES (187,695) (16,766) (284,654)
--------- -------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment (78,531) (1,947) (80,478)
Organization costs paid - (1,316) (1,316)
Security deposits (2,650) - (2,650)
--------- -------- ---------
NET CASH USED BY INVESTING ACTIVITIES (81,181) (3,263) (84,444)
--------- -------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 300,000 50,000 350,000
Proceeds from issuance of warrants 15 - 15
Proceeds from stockholders' notes 32,500 - 102,500
Public offering expenses (65,320) - (80,378)
Proceeds from loan 50,000 - 50,000
--------- -------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 317,195 50,000 422,137
--------- -------- ---------
NET INCREASE IN CASH 48,319 29,971 53,039
CASH - beginning 4,720 - -
--------- -------- ---------
CASH - ending $ 53,039 $ 29,971 $ 53,039
========= ======== =========
NON-CASH OPERATING ACTIVITIES:
Common stock issued for operating
expenses $ - $ 2,800 $ 2,800
========= ======== =========
</TABLE>
See notes to financial statements.
6
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NetGUARD TECHNOLOGIES, INC.
(FORMALLY ROLLO ENTERTAINMENT INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. 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 normal recurring accruals)
considered necessary for a fair presentation have been included.
Operating results for the six month period ended September 30, 1996 are
not necessarily indicative of the results that may be expected for the
year ending March 31, 1997. The unaudited financial statements should
be read in conjunction with the financial statements and footnotes
thereto included in the Company's Form 10-KSB for the period from May
8, 1995 (date of inception) to March 31, 1996.
NOTE 2 - SUBSEQUENT EVENT
On or about October 21, 1996 certain then officers, directors and
principal stockholders of the Company (then known as Rollo
Entertainment Inc. (the "Company")) entered into an "Asset and Stock
Purchase Agreement" and related documents and agreements which resulted
in changes in (a) officers and directors of the Company, (b) control of
the Company and (c) Company business purposes - all as hereinafter
indicated.
Appearing directly hereinafter is a summary of such Agreement. All
references and summaries to the terms and conditions of such Agreement
are qualified in their entirety by reference to the Agreement.
The Agreement entered into between the Company, John Rollo ("Rollo"),
Scott Patterson ("Patterson"), and NetGuard Technologies, Inc.
("NetGuard") indicates that the Company had been operating in
accordance with its Prospectus dated February 12, 1996 as well as in
accordance with its Form 10-KSB for its fiscal year ended March 30,
1996 and its subsequent Form 10-QSB for quarter ended June 30, 1996.
The Agreement further indicated that the Company's current financial
condition had deteriorated in that in order to operate in the manner
contemplated further and significant capital contributions would be
required. NetGuard then requested Rollo and Patterson to reacquire,
through an entity to be to be formed by them, the assets and
liabilities of the Company in consideration of the sum of $10,000
(subject to requisite Company stockholder approval, since obtained in
accordance with Delaware Corporation law and in particular, Section 228
thereof entitled "Consent of Stockholders In Lieu of Meeting") and
concurrently therewith to sell all of their Company securities to
NetGuard and/or its designees for a like amount. Messrs. Rollo and
Patterson agreed to effectuate such transactions upon the hereinafter
summarized terms, as follows:
7
<PAGE> 8
NetGUARD TECHNOLOGIES, INC.
(FORMALLY ROLLO ENTERTAINMENT INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
NOTE 2 - SUBSEQUENT EVENT (Continued)
1. The Company agreed to sell to an entity to be formed by Messrs.
Rollo and Patterson, all of the Company's assets, including
without limitation all of its right, title and interest in and
to the name "ROLO", accounts receivable, inventories, equipment
and supplies, customer and distributor lists, contract rights,
customer accounts, office equipment and supplies, trade secrets,
trademarks and/or trade names, bank accounts and cash on hand.
In addition, the Company agreed to assign, and the entity to be
formed by Messrs. Rollo and Patterson agreed to assume, all of
the Company's liabilities including, without limitation
(excepting for certain specific liabilities relating to
outstanding obligations and monies due to the Company's
accountants, attorneys, transfer agent and related matters), all
accounts payable, fees payable, accrued salary obligations, and
all other trade debts and payables of the Company in exchange
for the sum of $10,000.
2. As aforesaid and concurrently with the purchase and sale of the
Company's assets and liabilities, NetGuard and/or its designees
purchased from Rollo and Patterson all of their common stock in
the Company for $10,000, i.e., an aggregate of 810,000 shares
owned of record and beneficially by John Rollo. In addition
thereto certain of the Company's other principal stockholders
agreed to return for cancellation an aggregate of 2,890,000
shares of Company common stock, leaving such persons with a
balance of 800,000 shares of Company common stock.
3. It was agreed that Messrs. Rollo and Patterson shall have the
right to use the name "ROLO" and any similar derivatives
thereof, and the Company agreed to do all such acts, including
changing its name and executing such consents and assignments as
shall be necessary to give Messrs. Rollo and Patterson the
unrestricted right to use the name "ROLO" and any similar
derivatives thereof.
Execution of the Agreement (and related documents) resulted in
certain changes in control of the Company from its then
principal shareholders and further resulted in acceptance by the
Company of the resignations of its then officers and directors
and the nomination and election of certain other persons to such
positions.
In pursuance of the objectives contemplated in the aforesaid
Asset and Stock Purchase Agreement, the Company entered into a
Stock Acquisition Agreement with the shareholders of NetGuard
Technologies, Inc., a California corporation, whereby, as a
result of the reverse acquisition the surviving corporation
changed its name from Rollo Entertainment Inc. to NetGuard
Technologies, Inc. in accordance with an amended Certificate of
Incorporation filed with the Secretary of State of the State of
Delaware in November 1996 (which amended Certificate of
Incorporation also increased the number of Company authorized
shares of common stock from 10,000,000 to 20,000,000 shares).
8
<PAGE> 9
MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION
The Company, organized under the laws of the State of Delaware on May
8, 1995, was formed so as to operate as an independent artist and repertoire
("A&R") firm dedicated to locating, signing, promoting, recording (i.e. making
of demo and master tapes only) and developing (primarily) new musical
entertainment artists and thereafter marketing such persons primarily by way of
contracting of the artist to a recording label.
The Company did not become operational prior to its receipt of monies
from its initial sale of securities (i.e. $52,800 in July, 1995), which monies
were supplemented (in April 1996) by net proceeds of $235,750 from its public
offering of securities. Notwithstanding receipt of such funds and certain
subsequent loans made to the Company, the Company nevertheless was only able to
generate insignificant revenues of $540 from inception in May 1995 through
September 30, 1996 while incurring total operating expenses of $305,842 from
inception through September 30, 1996 of which $195,503 in total operating
expenses were incurred during the six month period ended September 30, 1996. Net
loss from inception through September 30, 1996 was $(307,607) of which
$(197,249) was incurred during the aforesaid six month period ended September
30, 1996. Additionally, the Company, as of September 30, 1996, had a working
capital deficiency in that total current liabilities of $99,549 exceeded total
current assets of $53,039 by $46,510.
Partially as a result of all of the above and on or about on or about
October 21, 1996 certain then officers, directors and principal stockholders of
the Company (then known as Rollo Entertainment Inc. (the "Company")) entered
into an "Asset and Stock Purchase Agreement" and related documents and
agreements which resulted in changes in (a) officers and directors of the
Company, (b) control of the Company and (c) Company business purposes - all as
hereinafter indicated.
Appearing directly hereinafter is a summary of such Agreement. All
references and summaries to the terms and conditions of such Agreement are
qualified in their entirety by reference to the Agreement, a copy of which is on
file with the Company's Secretary.
The Agreement entered into between the Company, John Rollo ("Rollo"),
Scott Patterson ("Patterson"), and NetGuard Technologies, Inc. ("NetGuard")
indicates that the Company had been operating in accordance with its Prospectus
dated February 12, 1996 as well as in accordance with its Form 10-KSB for its
fiscal year ended March 30, 1996 and its subsequent Form 10-QSB for quarter
ended June 30, 1996. The Agreement further indicates that the Company's current
financial condition had deteriorated in that in order to operate in the manner
contemplated further and significant capital contributions would be required and
(to the best of its knowledge) are unlikely to be forthcoming in any significant
amounts, if at all. NetGuard then requested Rollo and Patterson to reacquire,
through an entity to be formed by them, the assets and liabilities of the
Company in consideration of the sum of $10,000 (subject to requisite Company
Stockholder approval, since obtained in accordance with Delaware Corporation Law
9
<PAGE> 10
and in particular Section 228 thereof entitled "Consent of Stockholders In Lieu
of Meeting") and concurrently therewith to sell all of their Company securities
to NetGuard and/or its designees for a like amount. Messrs. Rollo and Patterson
agreed to effectuate such transactions upon the hereinafter summarized terms, as
follows:
1. The Company agreed to sell to an entity to be formed by Messrs.
Rollo and Patterson, all of the Company's assets, including without limitation
all of its right, title and interest in and to the name "ROLO", accounts
receivable, inventories, equipment and supplies, customer and distributor lists,
contract rights, customer accounts, office equipment and supplies, trade
secrets, trademarks and/or trade names, bank accounts and cash on hand. In
addition, the Company agreed to assign, and the entity to be formed by Messrs.
Rollo and Patterson agreed to assume, all of the Company's liabilities
including, without limitation (excepting for certain specific liabilities
relating to outstanding obligations and monies due to the Company's accountants,
attorneys, transfer agent and related matters), all accounts payable, fees
payable, accrued salary obligations, and all other trade debts and payables of
the Company in exchange for the sum of $10,000.
2. As aforesaid and concurrently with the purchase and sale of the
Company's assets and liabilities, NetGuard and/or its designees purchased from
Rollo and Patterson all of their common stock in the Company for $10,000, i.e.,
an aggregate of 810,000 shares owned of record and beneficially by John Rollo.
In addition thereto certain of the Company's other principal stockholders agreed
to return for cancellation an aggregate of 2,890,000 shares of Company common
stock, leaving such persons with a balance of 800,000 shares of Company common
stock.
3. It was agreed that Messrs. Rollo and Patterson shall have the right
to use the name "ROLO" and any similar derivatives thereof, and the Company
agreed to do all such acts, including changing its name and executing such
consents and assignments as shall be necessary to give Messrs. Rollo and
Patterson the unrestricted right to use the name "ROLO" and any similar
derivatives thereof.
Execution of the Agreement (and related documents) resulted in
certain changes in control of the Company from its then principal shareholders
and further resulted in acceptance by the Company of the resignations of its
then officers and directors and the nomination and election of certain other
persons to such positions.
Current officers and directors of the Company are as follows:
William Van Liere Chairman of the Board, Director
E. Blaine Mansfield President, CEO, CFO, Director
Donald Ackerman Exec. Vice President, Secretary, Director
Oleg Batratchenko Director
Victor V. Vurpillat Director
10
<PAGE> 11
In pursuance of the objectives contemplated in the aforesaid Asset and
Stock Purchase Agreement, the Company entered into a Stock Acquisition Agreement
with the shareholders of NetGuard Technologies, Inc., a California corporation,
whereby, as a result of the reverse acquisition the surviving corporation
changed its name from Rollo Entertainment Inc. to Net/Guard Technologies, Inc.
in accordance with an amended Certificate of Incorporation filed with the
Secretary of State of the State of Delaware on November 18, 1996 (which amended
Certificate of Incorporation also increased the number of Company authorized
shares of common stock from 10,000,000 to 20,000,000 shares).
Based upon all of the above and certain related transactions and/or
sales of common stock, the total number of shares of common stock outstanding as
of December 31, 1996 amounted to 10,000,000 shares with the principal
shareholders being those persons and/or firms who exchanged shares then owned by
them in the aforesaid California corporation for 8,125,000 shares of the
Company; such former California corporation shareholders owning approximately
81.25% of currently issued and outstanding shares of the Company and with the
Company's current officers and directors owning 5,125,000 shares or 51% of all
outstanding Company common stock.
11
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PART II
<TABLE>
<S> <C> <C>
Item 1. Legal Proceedings - None
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 except as indicated in
Note 2 to financial
statements.
Item 5. Other Information - None
Item 6. (a) Exhibits - None
(b) Reports on Form 8-K None
</TABLE>
12
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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 thereunto duly authorized.
NET/GUARD TECHNOLOGIES, INC.
By /s/ E. Blaine Mansfield
------------------------------
E. Blaine Mansfield, President
Dated: January 20, 1997
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM A BALANCE
SHEET AND STATEMENT OF OPERATIONS.
</LEGEND>
<CURRENCY> US DOLLAR
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> APR-01-1996
<PERIOD-END> SEP-30-1996
<EXCHANGE-RATE> 1
<CASH> 53,039
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 53,039
<PP&E> 80,478
<DEPRECIATION> 3,104
<TOTAL-ASSETS> 134,379
<CURRENT-LIABILITIES> 99,549
<BONDS> 70,000
0
0
<COMMON> 465
<OTHER-SE> (35,635)
<TOTAL-LIABILITY-AND-EQUITY> 134,379
<SALES> 0
<TOTAL-REVENUES> 540
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 195,503
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,413
<INCOME-PRETAX> (197,249)
<INCOME-TAX> 0
<INCOME-CONTINUING> (197,249)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (197,249)
<EPS-PRIMARY> (0.04)
<EPS-DILUTED> (0.04)
</TABLE>
