U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1997
[ ] 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 0-27390
ORCA TECHNOLOGIES, INC.
(Exact name of small business issuer as specified in its charter)
Utah 87-0368236
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
24000 35th Avenue, SE - Suite 200, Bothell, WA 98011
(Address of Principal Executive Offices) (Zip Code)
(425) 354-1600
(Issuer's telephone number)
Jungle Street, Inc.
(Issuer's former name)
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 [ ]
As of February 5, 1998, approximately 4,168,968 shares of the Company's Common
Stock, par value $.001 per share, were outstanding.
Transitional Small Business Disclosure Format
(check one):
Yes [ ] No [X]
<PAGE>
ORCA TECHNOLOGIES, INC.
including the accounts of its wholly-owned subsidiary
Televar, Inc.
Form 10QSB
For the Quarterly Period Ended December 31, 1997
TABLE OF CONTENTS
Page
------
Part I. FINANCIAL INFORMATION 3
Item 1. Financial Statements 3
Condensed Consolidated Balance Sheet - December 31, 1997
and June 30, 1997 3
Condensed Consolidated Statements of Operations - Three
and Six Months Ended December 31, 1997 and 1996 4
Consolidated Statements of Cash Flows - Three and Six
Months Ended December 31, 1997 and 1996 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis or
Plan of Operation 8
Part II. OTHER INFORMATION 11
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 12
2
<PAGE>
ORCA TECHNOLOGIES, INC
including the accounts of its wholly-owned subsidiary
Televar, Inc.
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>
December 31, 1997 June 30, 1997
----------------- --------------
(Unaudited)
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 730,459 $ -
Accounts receivable, net 406,284 233,714
Notes receivable - related parties - Note 2 593,057 33,549
Notes receivable - others - Note 2 109,961 105,953
Deferred expenses 61,366 70,556
Other current assets 96,621 -
-------------- ---------------
Total current assets 2,002,748 443,772
Net property and equipment 1,533,026 826,413
Notes receivable, less current portion of $109,961 101,799 38,148
Other assets 208,078 189,101
-------------- ---------------
Total assets $3,845,651 $1,497,434
============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ 897,700 $1,414,317
Accrued liabilities 606,175 635,985
Deferred revenue 292,362 334,700
Notes payable - related parties - Note 2 4,114,800 1,737,000
Notes payable - other 82,000 171,742
Current portion of long term debt 214,420 91,274
-------------- ---------------
Total current liabilities 6,207,457 4,385,018
Long term debt, less current portion of $214,420 471,769 153,632
Stockholders' deficit - Note 3 (2,833,575) (3,041,216)
-------------- ---------------
Total liabilities and stockholders' deficit $3,845,651 $1,497,434
============== ===============
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
ORCA TECHNOLOGIES, INC
including the accounts of its wholly-owned subsidiary
Televar, Inc.
Condensed Consolidated Statements of Operations
For the Three and Six Month Periods ended December 31, 1997 and 1996
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Six months ended
December 31, December 31,
1997 1996 1997 1996
----------- ------------ ---------- ----------
<S> <C> <C> <C> <C>
Revenues $ 694,462 $ 623,680 $1,285,560 $ 1,339,454
Cost of sales 584,698 610,691 1,139,335 1,078,088
----------- ------------ ---------- ----------
Gross profit 129,766 12,989 146,225 261,368
Selling, general and
administrative expenses 502,122 515,877 1,144,676 940,904
----------- ------------ --------- ----------
Net loss from operations $ (372,356) $ (502,888) (998,451) (679,536)
----------- ------------ --------- ----------
Interest income 8,351 - 17,865 7,601
Interest (expense) (128,329) (58,701) (231,163) (87,018)
----------- ------------ --------- ----------
Net loss $ (719,415) $ (197,004) $(1,211,749) $ (758,953)
=========== ============ =========== ==========
Loss per share $ (0.13) $ (0.04) $ (0.32) $ (0.05)
=========== ============ =========== ==========
Weighted average number of shares
outstanding 3,803,335 14,640,745 3,803,335 14,640,745
=========== ============ =========== ==========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
ORCA TECHNOLOGIES, INC
including the accounts of its wholly-owned subsidiary
Televar, Inc.
Condensed Consolidated Statements of Cash Flows
For the Three and Six Month Periods ended December 31, 1997 and 1996
<TABLE>
<CAPTION>
Three months ended Six months ended
December 31, December 31,
1997 1996 1997 1996
------------- ------------- ------------ -------------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (492,334) $ (561,589) $(1,211,749) $ (758,593)
Adjustments to reconcile net loss to net cash used:
Depreciation and Amortization 61,883 51,327 114,633 91,425
(Increase) decrease in operating assets (547,696) (72,577) (828,517) (188,845)
Increase (decrease) in operating liabilities (254,743) 573,016 (588,765) 774,904
------------- ------------- ------------- -------------
Net cash provided by (used for) operating activities (1,232,890) (9,823) (2,514,398) (81,109)
------------- ------------- ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of equipment (715,908) (283,514) (773,143) (485,435)
Purchase of leasehold improvements (42,204) - (42,204) (358)
Advances made on short-term notes receivable 85,251 (10,000) - (10,000)
Payments received on short-term notes receivable - - - 1,500
Decrease (increase) in long-term notes receivable (63,651) (91,261) (63,651) (187,781)
Decrease (increase) in other assets (24,876 (21,915) (24,876) (24,661)
------------- ------------- ------------- -------------
Net cash provided by (used for) investing activities (761,388) (406,710) (903,874) (706,735)
------------- ------------- ------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease (increase) in short-term borrowings, net 963,962 157,000 2,457,058 693,837
Payments on long-term debt & capital lease obligations (41,613) (20,617) (76,040) (53,164)
Borrowings on long-term debt & capital lease obligations 348,323 84,194 348,323 189,678
Issuance of common stock 1,419,390 - 1,419,390 -
------------- ------------- ------------- -------------
Net cash provided by (used for) financing activities 2,690,062 220,577 4,148,731 830,351
------------- ------------- ------------- -------------
Net Change in Cash 695,784 (195,956) 730,459 42,507
Cash Balance - Beginning of the Period 34,675 247,899 - 9,436
------------- ------------- ------------- -------------
Cash Balance - End of the Period $ 730,459 $ 51,943 $ 730,459 $ 51,943
============= ============= ============= =============
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
ORCA TECHNOLOGIES, INC
including the accounts of its wholly-owned subsidiary
Televar, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information in accordance with 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 normal adjustments, consisting of normal recurring accruals, considered
necessary for a fair presentation have been included.
The financial statements should be read in conjunction with the audited
financial statements and notes thereto for the year ended June 30 1997, which
have been provided in their entirety in the Company's Form 10-KSB for the
fiscal year ended June 30, 1997. The results of operations for the three and
six-month periods ended December 31, 1997 and 1996 are not necessarily
indicative of the results to be expected for the full year.
NOTE 2. MERGER WITH TELEVAR, INC.
On August 30, 1996, the Company effected a merger between a wholly owned
subsidiary formed for the purpose of the merger and Televar, Inc. (the
"Merger"). The shareholders of Televar received 11,593,325 shares of common
stock of the Company in the Merger, resulting in shareholders of Televar owning
an aggregate of 83% of the 13,968,625 shares of the Company's common stock
outstanding on the effective date of the Merger. As a result of the Merger,
Televar became a wholly owned subsidiary of the Company. The Televar capital
stock that was converted into the Company's common stock was converted based on
a five-for-one conversion ratio, which was determined pursuant to arms-length
negotiations between the Company and the management of Televar. In connection
with the Merger, the Company also issued an aggregate of 1,125,000 shares of
common stock (approximately 8% of the outstanding common stock on a post-merger
basis) to certain consultants as compensation for services rendered to Jungle
Street prior to the merger.
Prior to the Merger, the Company was inactive and had only nominal assets
and liabilities. The financial statements included in this report include the
activity of both Televar and the Company retroactively restated to the
beginning of the periods covered by the financial statements.
NOTE 3. REVERSE STOCK SPLIT
On April 12, 1997, the Company executed a one-for-four reverse stock
split of its outstanding common shares. Before the split, the Company had
14,640,745 shares outstanding; after the completion effected of the stock
split, it had 3,660,186 shares outstanding. At the time of the stock split,
the Company's trading symbol changed from "JUNS" to JNGS" on the electronic
bulletin board exchange.
6
<PAGE>
NOTE 4. NAME CHANGE
On December 31, 1997, the Company changed its name from Jungle Street,
Inc. to Orca Technologies, Inc. At the time of the name change, the Company's
trading symbol on the electronic bulletin board changed from "JNGS" to "ORCA".
NOTE 5. PROPOSED FORMATION OF INFORMATION TECHNOLOGY GROUP BY PACIFIC
AEROSPACE & ELECTRONICS, INC.
On June 13, 1997, the Company and Pacific Aerospace and Electronics, Inc.
(PA&E) entered into an Operations Consulting and Expense Reimbursement
Agreement (the "Interim Agreement"), whereby PA&E agreed to provide certain
consulting, management and financial assistance and support to the Company
until a proposed acquisition of the Company, and several other companies, by
PA&E could be completed. These companies included: MONITRx, Inc. ("MONITRx"),
Digital Network Associates, Inc. ("DNA"), Advantage Video Productions, Inc.
("AVP"), and Brigadoon.com, Inc. ("Brigadoon"). PA&E subsequently determined
that it would not proceed with the proposed acquisitions.
In connection with the proposed acquisition of the Company, PA&E loaned
funds to the Company and guaranteed a bank line of credit for $1.3 million. As
of December 31, 1997 in addition to the guarantee, the total amount loaned to
the Company by PA&E was approximately $2.8 million. In addition, at December
31, 1997, PA&E had loaned approximately $1.4 million to MONITRx, DNA and AVP.
The Company is currently exploring alternative financing sources in an
effort to appropriately capitalize the Company and allow it to repay the loans
from PA&E. However, there can be no assurance that the Company will be
successful in these efforts. The ability of the Company to achieve
satisfactory financing will impact its ability to pay its obligations to PA&E
and to continue operations.
The Company is presently negotiating terms whereby it may acquire MONITRx
and DNA. There can be no assurance, however, that these negotiations will lead
to agreements whereby the Company will acquire MONITRx and/or DNA. Further,
the Company is presently considering acquiring AVP and Brigadoon. In
connection with these proposed acquisitions, at December 31, 1997 the Company
had loaned a total of approximately $483,000 to MONITRx, DNA and AVP. In
addition, at December 31, 1997 the Company had loaned $115,000 to Brigadoon.
NOTE 6. CERTAIN RELATIONSHIPS
Mr. Roger Vallo, Chairman and CEO of the Company, and Mr. Donald Cotton, a
director of the Company, were until recently both directors and shareholders of
PA&E. Each has recently resigned his directorship with PA&E. However, each
continues to be a shareholder of PA&E. In addition, Mr. Donald A. Wright,
PA&E's Chief Executive Officer and President, and Mr. Nick A. Gerde, PA&E's
Chief Financial Officer, Vice President, Finance and Treasurer, and certain of
his family members are shareholders of the Company and were Directors of the
Company until June, 1997. Mr. Allen Dahl, a shareholder of the Company, is a
director and shareholder of PA&E. As of December 31, 1997 PA&E owned
approximately 4.4% of the Company's outstanding common stock.
As of December 31, 1997 PA&E agreed to guaranty the Company's acquisition
of approximately $400,000 in required network equipment and $250,000 of
furniture for the Company's new facility in Bothwell, Washington.
7
<PAGE>
Additionally, the Company is subleasing from PA&E approximately 20,000
square feet of a newly constructed office building situated in Bothell,
Washington which it is using as its new corporate headquarters. The Company
believes that the terms and conditions of the lease are representative of
prevailing market rates and terms in the suburban Seattle area in which its new
facility is located.
Messrs. Vallo, Cotton, Gerde, Wright and Dahl have each indemnified
guarantors of, certain obligations of the Company or its subsidiary.
Mr. Michael Hendrickson, Chief Executive Officer, a director and
shareholder of AVP, is also a director of the Company. In addition, Mr. Vallo
is a senior officer, director and shareholder of AVP. Mr. Wright is also a
shareholder of AVP.
Mr. William Davis, Chief Executive Officer, director and a shareholder of
DNA is also a director of the Company.
NOTE 7. ISSUANCE OF COMMON STOCK
During the quarter ended December 31, 1997, the Company issued 450,000
shares of common stock in a private equity financing transaction with a group
of investors. The net proceeds to the Company were approximately $1.4 million.
The Company is continuing discussions to secure additional sources of equity
financing.
While the Company was successful in raising capital in this offering, the
Company continues to require additional debt or equity financing to continue
operations. There can be no assurance that the Company will be successful in
its efforts to attract additional financing.
Item 2. Management's Discussion and Analysis or Plan of Operation
This Quarterly Report on Form 10-QSB for the quarter ended December 31,
1997, contains forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934. Such statements may include, but are not limited to,
projection of revenues, income, or loss, capital expenditures, plans for
product development and cooperative arrangements, future operations, financing
needs or plans of the Company as well as assumptions relating to the foregoing.
The words "believe," "expect," "anticipate," "estimate," "project," and similar
expressions identify forward-looking statements, which speak only as of the
date the statement was made. Such statements are inherently subject to risks
and uncertainties as further described herein and in the "Considerations
Related to the Company's Business" section of the Company's current report on
Form 10-KSB for the year ended June 30, 1997. The Company's actual results may
differ materially from the results projected in the forward-looking statements.
RESULTS OF OPERATIONS
Quarterly periods ended December 31, 1997 and 1996:
Revenues for the three months ended December 31, 1997, were $694,400, an
11% increase over revenues of $623,700 for the three month period ended
December 31, 1996. The growth in revenue is attributed to an increase in the
Company's Internet customer base and accelerated collection of accounts
receivable.
8
<PAGE>
Cost of sales for the three month period ended December 31, 1997 were
$564,700 compared with cost of sales for the three month period ended December
31, 1996 of $610,700 a decrease of 7%. Cost of sales consist primarily of
commissions and network operating costs, including leased line and local access
charges.
Selling, general and administrative expenses for the three months ended
December 31, 1997 were $502,100 compared to $515,800 for the three month period
ending December 31, 1996, a decrease of $13,700. The Company has and continues
to increase its operational efficiencies in an effort to reduce selling,
general and administrative costs. However, there is no assurance that this
trend will continue.
Interest expenses for the three months ended December 31, 1997 was $128,300
compared to $58,700 for the same period in 1996. The increase in interest
expense is due to the increased level of borrowings during the quarter in 1997.
See - "Liquidity".
Six month periods ended December 31, 1997 and 1996:
Revenues for the six months ended December 31, 1997 were approximately
$1,285,600. Of these revenues, approximately 86% represented Internet access
fees and approximately 14% represented revenues derived from the sale of other
goods and services. Comparatively, revenues for the six months ended December
31, 1996 were approximately $1,339,400. Of these revenues, approximately 75%
represented Internet access fees and 18% represented VAR fee revenues and
approximately 7% represented revenues derived from other goods and services.
VAR revenues are deferred until certainty of collection has been historically
demonstrated. Thus, no VAR revenues have been reported for the current period.
Cost of sales for the six months ended December 31, 1997 were
approximately $1,339,300 compared to cost of sales for the six months ended
December 31, 1996 of $1,078,100. Cost of sales consists primarily of
commissions and network operating cost, including leased line and local access
charges. Cost of sales increased as a percentage of revenues from
approximately 81% in 1996 to 89% in 1997. Management attributes the increase
in cost of sales to expanding and upgrading the network. This includes the
installation of additional lines and increased depreciation expense attributed
to the network upgrade. Some of these costs were incurred to better serve the
Company's existing customers and in anticipation of growth in the Company's
subscription base. The Company is subject to the continuing risk that
operating expenses may increase faster than revenues.
Sales, general and administrative expenses consist primarily of personnel,
marketing and interest expenses. Sales, general and administrative expenses
were $1,144,700 for the six months ended December 31, 1997 compared to $940,900
for the six months ended December 31, 1996. The increase in expenses is
primarily attributed to growing personnel, marketing and administrative costs
which were incurred during the first quarter of 1997. Management believes a
significant portion of the increases in these expenses resulted from certain
administrative inefficiencies created by prior management. Current management
has taken steps to reduce such inefficiencies by, among other tings, reducing
personnel. At the same time, the Company's monthly rental obligation for its
new facility in Bothell, Washington is an increased expense which will continue
during the term of the lease. Thus, there can be no assurance the management's
efforts to reduce historic administrative and other inefficiencies will result
in lower sales, general and administrative expenses.
9
<PAGE>
Interest expense for the six months ended December 31, 1997 was $231,200
compared to $87,000 for the six months ended December 31, 1996. The increase
in expense is due to the increased level of borrowings during the period. The
Company continues to borrow in order to fund operations. Also, during the six
months ended December 31, 1997, the Company realized net proceeds of $1,366,890
from the issuance of common stock in a private placement to non-U.S. persons
and accredited investors.
Managements' current objective is to secure additional equity capital to
fund operating cash flow shortfalls. There can be no assurance, however, that
the company will be able to identify investors willing to purchase its equity
securities at a price and on terms satisfactory to the Company, in which event
the Company will be required to continue borrowings at current or increased
levels. See - "Liquidity."
LIQUIDITY
At December 31, 1997, the Company's total current assets were $2,002,700
and its total current liabilities were $6,207,500 for a net working capital
deficit of $4,204,800.
The Company has met some of its cash requirements through a combination of
cash flow from operations, issuance of common stock and borrowings from PA&E.
See the notes to financial statements accompanying this report. During the
three and six months ended December 31, 1997, the Company borrowed $1,525,000
and $2,377,800, respectively from PA&E. The notes are payable on demand and
bear interest at 12%. To date no demand for payment has been made by PA&E.
The total balance due PA&E as of December 31, 1997, excluding a guarantee on a
line of credit described below, is $2,814,800.
In addition, the Company has a $1,300,000 line of credit with a commercial
lender that was established in July 1997. Repayment of all advances to the
Company pursuant to the line of credit is guaranteed by PA&E. The line of
credit has been fully utilized and additional sums are not available for
borrowing by the Company. The line of credit expired on January 15, 1998 and
the Company and PA&E are currently in negotiations with the bank to extend the
obligation for an additional term. The Company is not in default under this
obligation.
For the three and six months ended, the Company made payments under
capital lease obligations of approximately $42,000 and $76,000, respectively.
The proceeds from borrowings, together with cash from operations, are
insufficient to fund budgeted operations for the near term. The Company will
require additional financing in order to fund its operating plan and budget and
is in discussions with several potential equity financing sources. There is no
assurance, however, that these discussions will result in additional equity
capital on terms that are favorable to the Company or that additional financing
will be available to the Company from other sources. If the Company is unable
to raise additional capital, the Company's ability to continue operations may
be adversely affected.
CAPITAL EXPENDITURES
During the quarter ended December 31, 1997, the Company acquired
approximately $757,000 in capital equipment, furniture and leasehold
improvements. This included approximately $400,000 in network upgrades
10
<PAGE>
relating to the Company's Internet business and $250,000 in furniture, fixtures
and equipment for the Company's new facility in Bothell, Washington. While the
Company attempts to secure appropriate financing for these acquisitions, PA&E
has guaranteed these purchases.
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
On or about October 27, 1997, Gregory K. Martin and Strategic Resources
Group, Inc. ("SRG") filed an action against the Company, Televar, Inc., a
wholly owned subsidiary of the Company certain shareholders of the Company and
Roger P. Vallo, the Chairman and CEO of the Company in the Chelan County
Superior court for the State of Washington. In their complaint, the plaintiffs
claim that the Company and Televar breached various employment and other
agreements with Martin and failed to consummate a merger with SRG resulting in
damages in excess of $275,000. The defendants have filed an answer to the
complaint and assert various counterclaims. Management believes that the claims
of SRG are wholly without merit. Subsequent to December 31, 1997, the parties
to the litigation agreed to submit their respective claims to mediation.
Item 2. Changes in Securities.
(c) Sales of Unregistered Securities. During the quarter ended December 31,
1997, the Company sold 450,000 shares of Common Stock in a private offering to
certain accredited investors. The proceeds of this offering were approximately
$1,400,000 (or approximately $3.00 per share). The offer and sale of such
shares was made without registration under the Securities Act of 1933, as
amended (the "Act"), pursuant to and in reliance upon exemptions from the
registration requirements of the Act, including the provisions of Sections 3(b)
and 4(2) of the Act and the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.
Item 5. Other Information.
In December 1997, the Company amended its articles of incorporation to change
its name from Jungle Street, Inc. to Orca Technologies, Inc.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits required by Item 601 of Regulation S-B.
(27) Financial Data Schedule
11
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
ORCA TECHNOLOGIES, INC.
Date: February 6, 1998 /s/ Roger P. Vallo
----------------------------
Roger P. Vallo, President
12
<PAGE>
EXHIBIT INDEX
Exhibit Number Description Sequential Page
27 Financial Data Schedule 13
13
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-END> DEC-31-1997
<CASH> 730,459
<SECURITIES> 0
<RECEIVABLES> 765,184
<ALLOWANCES> (358,900)
<INVENTORY> 0
<CURRENT-ASSETS> 2,002,748
<PP&E> 1,909,920
<DEPRECIATION> (375,894)
<TOTAL-ASSETS> 3,845,651
<CURRENT-LIABILITIES> 2,092,657
<BONDS> 0
0
0
<COMMON> 3,751
<OTHER-SE> (2,829,812)
<TOTAL-LIABILITY-AND-EQUITY> 3,845,651
<SALES> 0
<TOTAL-REVENUES> 1,285,560
<CGS> 0
<TOTAL-COSTS> 1,139,335
<OTHER-EXPENSES> 1,144,676
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (231,163)
<INCOME-PRETAX> (1,211,749)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,211,749)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,211,749)
<EPS-PRIMARY> (0.32)
<EPS-DILUTED> (0.32)
</TABLE>
