<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC
FORM 10-QSB
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
- --- EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
--------------
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 0-28728
NETLIVE COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3848652
------------ -----------------
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
584 Broadway, New York, NY 10012
--------------------------------------------------
(Address of principal executive offices)
(212) 343-7082
-------------------
(Issuer's telephone number, including area code)
Indicate by check mark whether the Issuer (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 Issuer
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
----- -----
Indicate the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date.
Class Outstanding at August 14, 1997
------- -----------------------------------
Common Stock, $0.0001 par value 2,950,000
1
<PAGE>
<TABLE>
<CAPTION>
NETLIVE COMMUNICATIONS, INC.
(a development stage company)
INDEX
Page Number
-----------
<S> <C>
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet as of June 30, 1997 (unaudited) and as of
March 31, 1997 (audited) 3
Statement of Operations for the three month periods ended
June 30, 1997 and 1996 (unaudited), and the period from
August 23, 1995 (inception) to June 30, 1997 (unaudited) 4
Statement of Cash Flows for the three month periods ended
June 30, 1997 and 1996 (unaudited) and the period from
August 23, 1995 (inception) to June 30, 1997 (unaudited) 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis or Plan
of Operation 8
PART II OTHER INFORMATION 10
Signatures 11
</TABLE>
2
<PAGE>
PART I: FINANCIAL INFORMATION
ITEM 1. Financial Statements
NETLIVE COMMUNICATIONS, INC.
(a development stage company)
Balance Sheet
<TABLE>
<CAPTION>
June 30,1997 March 31, 1997
------------ --------------
(unaudited)
<S> <C> <C>
ASSETS
Current Assets
Cash & cash equivalents $ 1,181,452 $ 32,958
Marketable securities 998,569 2,984,826
Prepaid expenses and other current assets 38,035 32,435
----------- -----------
TOTAL CURRENT ASSETS 2,218,056 3,050,219
Property and Equipment, net 102,930 93,853
Deferred income tax asset, net of valuation
allowance -- --
Other Assets 42,458 50,112
----------- -----------
TOTAL ASSETS $ 2,363,444 $ 3,194,184
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable & accrued expenses $ 128,327 $ 414,633
----------- -----------
TOTAL CURRENT LIABILITIES 128,327 414,633
----------- -----------
STOCKHOLDERS' EQUITY
Preferred stock--$.0001 par value; authorized
1,000,000 shares, none issued -- --
Common Stock--$.0001 par value: authorized 19,000,000
shares, issued and outstanding 2,950,000 shares 295 295
Additional paid-in capital 5,817,281 5,996,948
Deficit accumulated during development stage (2,894,460) (2,288,588)
Deferred Compensation (687,999) (929,104)
----------- -----------
STOCKHOLDERS' EQUITY 2,235,117 2,779,551
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,363,444 $ 3,194,184
=========== ===========
</TABLE>
The accompanying notes should be read in conjunction with the financial
statements.
3
<PAGE>
NETLIVE COMMUNICATIONS, INC.
(a development stage company)
Statement of Operations
<TABLE>
<CAPTION>
Period from
Three months Three months August 23,1995
ended ended (date of inception)
June 30, 1997 June 30, 1996 to June 30, 1997
------------- ------------- ----------------
<S> <C> <C> <C>
(unaudited) (unaudited)
Net revenue $ 10,256 -- $ 17,945
----------- ----------- -----------
Selling, general & administrative expenses:
Salaries $ 120,984 $ 93,099 $ 758,717
Research and development 147,869 65,130 716,724
Professional fees 187,304 23,674 589,632
Rent 18,199 11,036 76,401
Depreciation & amortization 11,391 5,180 44,665
Interest expense and financing costs -- 189,357 196,123
Interest and dividend income (31,635) -- (145,321)
Other 162,016 33,831 675,464
----------- ----------- -----------
Total expenses 616,128 421,307 2,912,405
----------- ----------- -----------
Net loss $ (605,872) $ (421,307) $(2,894,460)
=========== =========== ===========
Net loss per common share $ (0.21) $ (0.21) --
=========== =========== ===========
Weighted average number of common shares
outstanding 2,950,000 2,046,743 --
=========== =========== ===========
</TABLE>
The accompanying notes should be read in conjunction with the financial
statements.
4
<PAGE>
NETLIVE COMMUNICATIONS, INC.
(a development stage company)
Statement of Cash Flows
<TABLE>
<CAPTION>
Three Three Period from
months ended months ended August 23, 1995
June 30, 1997 June 30, 1996 (inception) to
(unaudited) (unaudited) June 30, 1997
------------- ------------- ---------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net Loss $ (605,872) $ (421,307) $(2,894,460)
Adjustments to reconcile net loss to net cash used in operating activities:
Expenses paid by stockholders, contributed to Company -- -- 12,006
Amortization of deferred compensation expense 61,438 12,500 161,084
Amortization of debt issue costs and discount on
notes payable -- 186,131 190,000
Depreciation and amortization 11,391 5,180 44,665
Changes in operating assets and liabilities:
Increase in prepaid expenses and other current assets (5,600) (49,400) (38,035)
Increase (decrease) other assets 7,500 -- (37,175)
Increase (decrease) in accounts payable and accrued
expenses (286,306) 91,209 128,327
----------- ----------- -----------
Net cash used in operating activities (817,449) (175,687) (2,433,588)
----------- ----------- -----------
Cash flows from investing activities:
Purchase of property and equipment (20,314) (22,109) (110,816)
Acquisition of intangibles -- (1,920) (6,140)
Purchase of available-for-sale securities -- -- (4,984,826)
Proceeds from sales of available-for-sale securities 1,986,257 -- 3,986,257
----------- ----------- -----------
Net cash provided by (used in) investing activities 1,965,943 (24,029) (1,115,525)
----------- ----------- -----------
Cash flows from financing activities:
Net proceeds from issuance of common stock -- 376,029 4,816,697
Principal payments on obligations under capital leases -- (1,246) (17,632)
Proceeds from issuance (repayment of) notes payable -- (250,000) --
Debt issue costs -- -- (25,000)
Deferred offering costs -- (65,320) (43,500)
----------- ----------- -----------
Net cash provided from financing activities -- 59,463 4,730,565
----------- ----------- -----------
Net increase (decrease) in cash 1,148,494 (140,253) 1,181,452
Cash and cash equivalents at beginning of period 32,958 160,395 --
----------- ----------- -----------
Cash and cash equivalents at end of period $ 1,181,452 $ 20,142 $ 1,181,452
=========== =========== ===========
Supplemental disclosure of cash flow information:
Cash paid during the period for interest -- $ 5,578 $ 5,578
=========== =========== ===========
Supplemental schedule of noncash financing and investing activities:
Contributed property and equipment -- -- $ 18,290
=========== =========== ===========
Capital lease obligations incurred -- -- $ 17,632
=========== =========== ===========
Common stock issued for services related to
initial public offering -- -- $ 14,875
=========== =========== ===========
Common stock and stock options issued under
employment agreement and for services -- $ 300,000 $ 1,028,750
=========== =========== ===========
</TABLE>
The accompanying notes should be read in conjunction with the financial
statements.
5
<PAGE>
NETLIVE COMMUNICATIONS, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1
BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles and reflect all
adjustments (consisting of normal recurring adjustments) which, in the opinion
of management, are necessary for a fair presentation of the results for the
periods shown. The results of operations for such periods are not necessarily
indicative of the results expected for the full fiscal year or for any future
period. The accompanying financial statements should be read in conjunction
with the audited financial statements of NetLive Communications, Inc.
("NetLive" or the "Company") as of March 31, 1997 and for the year then ended
and the notes thereto included in the Company's Form 10-KSB and amendment(s)
thereto. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to the rules and regulations
of the Securities and Exchange Commission. The Company believes, however, that
the disclosures in this report are adequate to make the information presented
not misleading in any material respect. There have been no significant changes
of accounting policy since March 31, 1997.
NOTE 2
PRIVATE PLACEMENT AND PUBLIC OFFERING
During May, 1996, the Company completed a private placement offering
of securities in which it issued 200,000 shares of Common Stock at an offering
price of $2.50 per share with proceeds to the Company of approximately
$376,000, which is net of approximately $124,000 of offering expenses. The
Company used a portion of the net proceeds to repay $250,000 of aggregate
principal amount of notes payable and approximately $4,500 of interest. The
Company recorded a charge to earnings of approximately $165,000 during the
quarter ended June 30, 1996 in connection with the repayment of the notes
payable.
In August 1996, the Company completed an initial public offering
("IPO") of 950,000 shares of its common stock at $5.50 per share and 730,000
common stock purchase warrants for $0.10 per warrant. The net proceeds to the
Company, after deducting underwriting commissions and expenses of the offering
of approximately $1.1 million, were approximately $4.2 million. Additionally,
the Company received net proceeds of approximately $9,500 from the issuance of
common stock purchase warrants and the underwriters warrant pursuant to an
over-allotment option.
6
<PAGE>
NETLIVE COMMUNICATIONS, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 3
NET LOSS PER COMMON SHARE
The net loss per common share is calculated using the weighted average number
of common shares outstanding during the period. For purposes of this
calculation for the quarter ended June 30, 1996, shares of common stock issued
prior to the filing of the registration statement relating to the IPO, and
shares issuable upon exercise of all common stock purchase warrants and
options outstanding, with exercise prices below the IPO price of $5.50, have
been included in weighted average number of shares outstanding, since
inception, using the treasury stock method. Common stock equivalents issued
after the IPO are not included in the weighted average number of shares since
the effect would be antidilutive.
The Company plans to adopt Financial Accounting Standards No. 128 "Earnings Per
Share" during the year ended March 31, 1998. Management believes the adoption
of this standard will not have a material effect.
NOTE 4
INCOME TAXES
No provision for income taxes has been made for the three month periods ended
June 30, 1997 and 1996 since the Company had net operating losses. These net
operating losses have resulted in a deferred tax asset at June 30, 1997. Due to
the uncertainty regarding the ultimate amount of income tax benefits to be
derived from the Company's net operating losses, the Company has recorded a
valuation allowance for the entire amount of the deferred tax asset at June 30,
1997.
NOTE 5
EMPLOYEE STOCK OPTIONS AND PERFORMANCE SHARE PROGRAM
The Company maintains a stock option plan to motivate and reward its employees,
officers and directors. In May, 1996, in connection with an employment
agreement, the Company issued options to purchase 100,000 shares of common
stock to an employee under such plan. In connection with the issuance of the
options, the Company recorded deferred compensation of $300,000 to reflect the
difference between the fair market price of the stock and the exercise price of
the options at the date of issuance. The deferred compensation is being
amortized over three years, the term of the employment agreement. During the
three month period ended June 30, 1997, the Company recorded a charge to
earnings of $25,000, for amortization of deferred compensation.
During February 1997, the board of directors of the Company adopted a
performance share program, which authorized the establishment of a trust. The
Company contributed 300,000 shares of the Company's common stock to the trust
to be held therein until distributed to employees, as defined. Restrictions on
the awards granted to date expire annually over a five year period. As of June
30, 1997, awards relating to an aggregate of 106,000 shares of common stock had
been made to employees. During the 3 month period ended June 30, 1997,
previously issued awards relating to 28,000 shares of common stock were
forfeited due to employee departures. As of June 30, 1997, the awards
outstanding net of awards forfeited aggregated 78,000 shares of common stock.
The market value of the 106,000 shares on the date of grant was $728,750, which
was recorded as deferred compensation and is shown as a separate component of
stockholders' equity. The deferred compensation is being charged to selling,
general and administrative expenses over the five year vesting period.
Compensation charged to selling, general and administrative expense was $36,438
for the fiscal quarter ended June 30, 1997. Additionally, during the 3 months
ended June 30, 1997, deferred compensation was reduced by $179,667 to reflect
the unamortized portion attributable to awards for the 28,000 shares of common
stock forfeited due to employee departures.
7
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
THIS FORM 10-QSB CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE
U.S. SECURITIES LITIGATION REFORM ACT OF 1995. THESE STATEMENTS INVOLVE UNKNOWN
RISKS AND UNCERTAINTIES THAT MAY CAUSE THE COMPANY'S ACTUAL RESULTS OR OUTCOMES
TO BE MATERIALLY DIFFERENT FROM THOSE ANTICIPATED AND DISCUSSED HEREIN. IN
ASSESSING THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN, READERS ARE URGED TO
READ CAREFULLY ALL RISK FACTORS AND CAUTIONARY STATEMENTS CONTAINED IN THIS
FORM 10-QSB AND IN OTHER FILINGS MADE BY THE NETLIVE COMMUNICATIONS, INC. WITH
THE SECURITIES AND EXCHANGE COMMISSION.
PLAN OF OPERATION
The Company, a development stage company, was incorporated on August 23, 1995
in the State of Delaware. The Company was developing live, one-on-one
videoconferenced entertainment, educational and counseling services over the
Internet and technologies designed to deliver such content services to
consumers. During the first quarter of fiscal 1998, the Company shifted its
focus to concentrate principally on developing Internet call center software
technologies to license to businesses. The Company anticipates that many
applications of its systems by customers will be without a video component. The
Company expects to take advantage of the convergence of the rapid expansion and
increasing technological sophistication of the call center industry and the
widespread growth of the Internet as a communications medium.
The Company continues to seek strategic alliances and joint ventures that
complement the Company's overall business strategy. Based on this strategy, the
Company directs a significant percentage of its capital reserves towards
operating expenses and towards non-operating expenses associated with business
development, and anticipates continuing to do so for the near future. Net
losses were $605,872 during the first quarter of fiscal 1998, as compared to
$421,307 during the first quarter of fiscal 1997. Net loss per share was $0.21
during the first quarter of fiscal 1998, as compared to $0.21 during the first
quarter of fiscal 1997.
The Company has only a limited operating history upon which an evaluation of
the Company and its prospects can be based. The Company's prospects must be
considered in light of the risks, expenses and difficulties frequently
encountered by companies in their early stage of development, particularly
companies in new and rapidly evolving markets. To address these risks, the
Company must, among other things, respond to competitive developments, continue
to attract, retain and motivate qualified employees, and continue to develop
its technologies and commercialize products and services incorporating such
technologies. There can be no assurance that the Company will be successful in
addressing such risks. The Company has incurred net losses since inception
through the quarter ended June 30, 1997. As of June 30, 1997, the Company had
an accumulated deficit during the development stage of $2,894,460. There can be
no assurance that the Company will achieve or maintain profitability.
Research and Development
Research and development expenses consist primarily of salaries of software
development staff. The research and development expenses in the first quarter
of fiscal 1998 were $147,869, as compared to $65,130 for the first quarter of
fiscal 1997. This increase was primarily attributable to increased staffing
costs. During the fourth quarter of fiscal 1997 and the first quarter of fiscal
1998, the employment of an aggregate of three software engineers terminated.
Management believes that research and development activities are the single
most critical area for investment in the Company and, as a result, anticipates
the hiring of additional software engineers to at least return the development
staff to the previous level in an effort to develop and achieve commercial
sales of the Company's systems. The Company anticipates spending approximately
$1,000,000 of its available cash and marketable securities during fiscal 1998
on research and development.
Selling, General and Administrative
Selling, general and administrative expenses consist primarily of expenses for
administration, office operations, finance and general management activities,
including legal, accounting and other professional fees. Selling, general and
administrative expenses were $616,128 (including research and development
expenses) for the first quarter of fiscal 1998, as compared to $421,307 for the
first quarter of fiscal 1997.
The Company experienced materially increased selling, general and
administrative expenses during the first quarter of fiscal 1998, which was
largely attributable to increased legal costs arising from a threatened proxy
contest by May Davis Group, Inc. ("May Davis"), the underwriter for the
Company's initial public offering, and affiliated parties. Following extensive
negotiations, the Company entered into a Settlement and Voting Agreement with
May Davis and such parties on June 12, 1997. In light of the professional fees
associated with the filing of the Company's first Form 10-KSB, proxy statement
and other legal compliance, the Company does not anticipate a substantial
diminution in the professional fee component of the selling, general and
administrative expenses until the third quarter of fiscal 1998. The Company
8
<PAGE>
anticipates that such reduction will be offset by an appreciable increase in
selling, general and administrative expenses due to the hiring of additional
personnel, particularly in the research and development and sales and marketing
areas.
Included in Selling, General and Administrative expenses are salaries
aggregating $120,984 for the first quarter of fiscal 1998, as compared to
$93,099 for the first quarter of fiscal 1997. Such increase is attributable to
the salaries of the administrative staff, which has been expanded.
Interest Expense, Financing Costs and Interest Income
Interest expense and financing costs consists of interest incurred on equipment
financing and financing costs incurred in connection with the March 1996
private placement of debt securities. Such debt securities were re-paid in May
1996. At the date of payment, the Company recorded a financing charge of
approximately $165,000. There were no interest expense and financing costs
during the first quarter of fiscal 1998, as compared to $189,357 for the first
quarter of fiscal 1997. Interest and dividend income of $31,635 for the first
quarter of fiscal 1998 represents interest earned on investments of the
proceeds from the initial public offering.
Provision for Income Taxes
The Company has no provision for income taxes for all periods presented since
it incurred net losses for such periods
Liquidity and Capital Resources
The Company's cash and cash equivalent and marketable securities aggregated
$2,180,021 at June 30, 1997, as compared to $3,017,784 at March 31, 1997. Net
cash used in operations was $817,449 for the quarter ended June 30, 1997, as
compared to $175,687 used in operations for the quarter ended June 30, 1996.
The increase in net cash used in operations from period to period was primarily
attributable to the costs from expansion of operations.
The uses of cash during the quarter ended June 30, 1997 were financed mainly by
the sale in August 1996, of 950,000 shares of common stock and 730,000 warrants
to purchase common stock which resulted in proceeds of $4.2 million, net of
offering expenses, as well as the sale, in May 1996 of 200,000 shares of common
stock in a private placement which resulted in proceeds of $376,000, net of
offering expenses. Additionally, the Company received net proceeds of
approximately $9,500 from the issuance of common stock purchase warrants and
the underwriters warrant pursuant to an over-allotment option.
Net cash provided by (used in) investing activities was $1,965,943 for the
quarter ended June 30, 1997, as compared to ($24,029) for the quarter ended
June 30, 1996. The change in investing activities was primarily due to proceeds
from sales of available for sale securities.
There was no cash provided by financing activities during the first quarter of
fiscal 1998, as compared to $59,463 for the first quarter of fiscal 1997. The
decrease in net cash provided by financing activities primarily reflects the
receipt in May 1996 of proceeds of a private placement.
The Company does not expect any purchase or sale of plant or significant
equipment during fiscal 1998.
The Company believes that significant ongoing investment in all areas of the
business will continue to be critical to its success. The Company believes that
its existing cash and marketable securities will be sufficient to fund the
Company's operations for six to nine months. There can be no assurance that the
Company's cost estimates are accurate or that the Company's cash and marketable
securities will provide sufficient working capital for operations. The Company
expects that it will have to raise additional funds, and anticipates actively
seeking such capital, during the next six to nine months for additional
research and development and sales and marketing. Such additional capital may
take the form of equity issuance, debt issuance or a combination thereof.
The Company currently does not have any commitments to obtain additional
financing and there can be no assurance that such financing will be available
or, if so, that it can be obtained on terms satisfactory to the Company.
9
<PAGE>
PART II OTHER INFORMATION
ITEMS 1 THROUGH 5, INCLUSIVE, ARE NOT APPLICABLE AND HAVE BEEN OMITTED.
ITEM 6 Exhibits and Reports on Form 8-K
(a) Exhibits: The following exhibits are filed herewith or
incorporated herein by reference:
3.1 Articles of Incorporation, as amended to date(1)
3.2 By-Laws (1) (2)
4.1 Form of Underwriter's Warrant(1)
4.2 Form of Financial Advisory and Investment Banking Agreement with
the Underwriter(1)
4.3 Form of Common Stock Certificate(1)
4.4 Form of Common Stock Purchase Warrant(1)
4.5 Form of Common Stock Purchase Warrant used for Bridge Loans(1)
4.6 Form of Warrant Agreement(1)
10.1 Employment Agreement with Laurence Rosen(1)
10.2 Employment Agreement with Michael Kharitonov(1)
10.3 Employment Agreement with Jeffrey Wolf, as amended(1)
10.4 Amendment No. 1 to Employment Agreement with Michael Kharitonov(1)
10.5 Employment Agreement with Vladislav Rysin(1)
10.6 License Agreement with Jeane Dixon(1)
10.7 Company's 1996 Incentive Stock Option Plan(1)
10.8 NetLive Communications, Inc. Performance Share Program and
Performance Share Program Trust(3)
10.9 Settlement and Voting Agreement, dated as of June 12, 1997,
among the Company, May Davis Group, Inc. et al.(4)
10.10 Letter agreement, dated as of June 12, 1997, between the Company
and Gary Rogers(4)
10.11 Severance Agreement, dated as of June 12, 1997, between the
Company and Laurence M. Rosen and exhibits thereto including the
Consulting Agreement.(4)
27.1 Financial Data Schedule
- -----------------
(1) Filed with the Company's Registration Statement filed on Form SB-2 (File
No. 333-4057).
(2) Amendment to Article II, Section 7 of the Company's By-laws filed with the
Company's Current Report on Form 8-K dated January 28, 1997.
(3) Filed with the Company's Current Report on Form 8-K dated February 27,
1997.
(4) Filed with the Company's Current Report on Form 8-K dated July 3, 1997
(b) Reports on Form 8-K
A Form 8-K was filed by the Company on July 3, 1997. This filing
disclosed under Item 5 the Company's entry into a June 12, 1997
Settlement and Voting Agreement with May Davis Group, Inc., the
underwriter for the Company's initial public offering in August
1996, and several of its affiliates. The filing also disclosed
under Item 5 the Company's entry into a June 12, 1997 Severance
Agreement and ancillary agreements with Laurence Rosen, as well
as the resignation of Mr. Rosen as the Company's Chief Executive
Officer, President, Chief Financial Officer, Treasurer and as a
member of the Company's Board of Directors.
10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Issuer has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NETLIVE COMMUNICATIONS, INC.
Date: August 14, 1997 By: /s/ Michael Kharitonov
- ----------------------- ----------------------------------------
Michael Kharitonov
Chief Executive Officer and
President
Dated: August 14, 1997 By: /s/ Andrew Schwartz
- ----------------------- -------------------------------------
Andrew Schwartz
Chief Financial Officer, Treasurer and Secretary
(Principal Accounting and Financial Officer)
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<CIK> 0001013277
<NAME> NETLIVE COMMUNICATIONS
<CURRENCY> US DOLLAR
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-START> APR-01-1997
<PERIOD-END> JUN-30-1997
<EXCHANGE-RATE> 1
<CASH> 1,181,452
<SECURITIES> 998,569
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,218,056
<PP&E> 146,738
<DEPRECIATION> (43,808)
<TOTAL-ASSETS> 2,363,444
<CURRENT-LIABILITIES> 128,327
<BONDS> 0
0
0
<COMMON> 295
<OTHER-SE> 2,235,117
<TOTAL-LIABILITY-AND-EQUITY> 2,363,444
<SALES> 0
<TOTAL-REVENUES> 10,256
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 616,128
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (605,872)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (605,872)
<EPS-PRIMARY> (.21)
<EPS-DILUTED> (.21)
</TABLE>
