<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10 - QSB
(X) QUARTERLY REPORT PURSUANT TO 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended August 31, 1997
----------------
( ) 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 0-21781
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SERACARE, INC.
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(Exact name of Small Business Registrant as specified in its charter)
DELAWARE 95-4343492
- ------------------------------------ ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1925 CENTURY PARK EAST, SUITE 1970
LOS ANGELES, CALIFORNIA 90067
- ------------------------------------ ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (310) 772-7777
--------------
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. ( X ) Yes ( ) No
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 13 or 15 (d) of the Securities Act of
1934 subsequent to the distribution of securities under a plan confirmed by a
court. Yes ( X ) No ( )
As of August 31, 1997, the issuer had 4,372,153 shares of its common stock,
$.001 par value issued and outstanding.
Transitional Small Business Disclosure Format Yes No X
---- ----
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UNAUDITED FINANCIAL STATEMENTS ARE PROVIDED AS FOLLOWS:
PAGE
NUMBER
SERACARE, INC. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Consolidated Balance Sheets -
as of August 31, 1997 (Unaudited) and
as of February 28, 1997 (Audited) 3
Consolidated Statements of Operations -
For the three and six month periods ended August 31, 1997 and
For the three and six month periods ended August 31, 1996 4
Consolidated Statements of Cash Flows -
For the six month period ended August 31, 1997 and
For the six month period ended August 31, 1996 5
Notes to Consolidated Financial Statements 7
<PAGE>
SERACARE, INC.
CONSOLIDATED BALANCE SHEET
AS OF AUGUST 31, 1997 8-31-97 2-29-97
(IN WHOLE DOLLARS) (Unaudited) (Audited)
----------- ------------
ASSETS
CURRENT ASSETS
Cash $ 45,071 $ 544,077
Accounts receivable 151,241 236,571
Inventory 1,496,657 342,504
Prepaid expenses 48,058 62,269
----------- -----------
Total Current Assets 1,741,027 1,185,421
----------- -----------
PROPERTY AND EQUIPMENT - NET 1,329,841 890,153
LAND AVAILABLE FOR SALE 25,000 25,000
FDA LICENSES, less accumulated amortization 1,756,310 1,321,745
of $36,305 and $26,250.
DONOR BASE AND RECORDS, less accumulated 976,943 879,008
amortization of $33,478 and $35,000.
REORGANIZATION VALUE IN EXCESS OF AMOUNTS
ALLOCATED TO IDENTIFIABLE ASSETS,
less accumulated amortization 710,880 969,447
of $79,809 and $53,022.
GOODWILL, less accumulated amortization
of $40,019.and $16,434. 877,903 901,487
OTHER ASSETS 185,119 150,939
----------- -----------
TOTAL ASSETS $ 7,603,023 $ 6,323,200
----------- -----------
----------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 499,556 $ 605,492
Accrued payroll and related expenses 202,432 177,995
Accrued expenses 355,625 162,711
Bridge loans 1,310,947 197,500
Current portion of long-term debt 336,520 432,358
Customer advances 581,780 0
----------- -----------
Total current liabilities 3,286,860 1,576,056
----------- -----------
LONG-TERM DEBT 109,021 678,484
SERIES A REDEEMABLE PREFERRED STOCK,
2,200 issued and outstanding 311,662 389,047
STOCKHOLDERS' EQUITY
Common stock, $.001 par value,
25,000,000 shares
authorized, 4,372,153 (including 119,875
to be issued) deemed issued and outstanding 4,372 4,149
Additional paid-in capital 4,606,311 4,182,954
Accumulated deficit since February 6, 1996 (715,203) (507,490)
----------- -----------
Total stockholders equity $ 3,895,480 $ 3,679,613
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 7,603,023 $ 6,323,200
----------- -----------
----------- -----------
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
3
<PAGE>
SERACARE, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(IN WHOLE DOLLARS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
For the Six Months Ended For the Three Months Ended
--------------------------------- ----------------------------
August 31, August 31, August 31, August 31,
1997 1996 1997 1996
------------- ------------- ------------- --------------
<S> <C> <C> <C> <C>
Net sales $ 3,506,365 $ 2,778,295 $ 1,920,512 $ 1,264,769
Cost of sales 3,082,623 2,500,772 1,655,137 1,096,593
------------- ------------- ------------- --------------
Gross profit 423,742 277,523 265,375 168,176
General and administrative expenses 521,607 292,276 246,631 143,641
------------- ------------- ------------- --------------
Net income (loss) from operations (97,865) (14,753) 18,744 24,535
Interest expense 110,828 91,144 62,214 51,003
Other expense (income), net (980) (126,722) (38) (26,000)
------------- ------------- ------------- --------------
Net income (loss) $ (207,713) $ 20,825 $ (43,432) $ (468)
------------- ------------- ------------- --------------
------------- ------------- ------------- --------------
Earnings (loss) per common share $ (0.049) $ 0.010 $ (0.010) $ (0.000)
------------- ------------- ------------- --------------
------------- ------------- ------------- --------------
Weighted average number of common
and common equivalent shares 4,204,840 2,115,500 4,260,293 2,115,500
------------- ------------- ------------- --------------
------------- ------------- ------------- --------------
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
4
<PAGE>
SERACARE, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN WHOLE DOLLARS, EXCEPT PER SHARE DATA)
(UNAUDITED) For the Six Months Ended
---------------------------
August 31, August 31,
INCREASE (DECREASE) IN CASH 1997 1996
------------ -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) (207,713) 20,825
Adjustments to reconcile net income (loss) to
cash provided by (used in) operating
activities:
Depreciation and amortization 142,810 62,382
(Increase) decrease from changes in:
Accounts receivable 85,330 41,904
Inventory (1,161,747) (331,085)
Prepaid expenses and other
current assets 14,211 (14,531)
Other assets (34,180) (106,376)
Accounts payable (105,936) 23,471
Accrued liabilities 217,351 (266,847)
Prepayments on inventory - 304,118
----------- ---------
Net cash used in operating activities (1,049,874) (266,139)
----------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Assets acquired from Silver State for cash - (500,000)
Purchases of property and equipment (362,358) (61,168)
Additions to FDA licenses (438,995) -
Additions to donor base and records (273,913) -
Cash acquired in non-cash transaction 250,000 19,860
Cost in excess of book value of assets acquired - (85,111)
----------- ---------
Net cash used in investing activities (825,266) (626,419)
----------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of long-term debt (417,958) (171,687)
Payments on redemption of preferred stock (77,385) (30,000)
Proceeds from bridge loans 1,113,447 550,000
Proceeds of private placement 176,250 -
Customer advances 581,780 -
----------- ---------
Net cash provided by financing activities 1,376,134 348,313
----------- ---------
NET DECREASE IN CASH AND CASH EQUIVALENTS (499,006) (544,245)
CASH AND CASH EQUIVALENTS, beginning of period 544,077 580,476
----------- ---------
CASH AND CASH EQUIVALENTS, end of period 45,071 36,231
----------- ---------
----------- ---------
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
5
<PAGE>
SERACARE, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN WHOLE DOLLARS, EXCEPT PER SHARE DATA)
(UNAUDITED)
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
(a) Cash paid for:
Interest 110,828 91,144
State income taxes 16,000 8,500
(b) Non-cash transactions:
On July 2, 1996, the Company acquired the assets of Silver State Plasma
Center in exchange for a $300,000 note payable and $500,00 in cash (see
Note 1 to the Annual Report on Form 10KSB for the period ended February 28,
1997).
On July 9, 1996, the Company acquired BHM Labs, Inc. in exchange for 3,600
shares of the Company's Series A Redeemable Preferred Stock (see Notes 1
and 6 the Annual Report on Form 10KSB).
On July 13, 1997, Silver State Plasma Products, Inc. exercised their option
to converted the $247,328 then owing into 112,813 shares of the Company's
common stock.
Effective on August 13, 1997, the Company and Serologicals Corporation
completed an asset exchange whereby the Company transferred three centers
in Pueblo and Colorado Springs to Serologicals in exchange for two centers
located in Reno, Nevada and Ft Smith, Arkansas and $250,000 (see Note 3).
6
<PAGE>
SeraCare, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
1. STATEMENT OF INFORMATION FURNISHED
In the opinion of management, the accompanying unaudited financial statements
contain all adjustments (consisting only of normal recurring accruals) necessary
to present fairly the financial position of SeraCare, Inc. and Subsidiaries as
of August 31, 1997, and the results of their operations and cash flows for the
three and six month periods ended August 31, 1997 and 1996. These results have
been determined on the basis of generally accepted accounting principles and
practices applied consistently with those used in the preparation of the audited
financial statements included in the Company's Annual Report on Form 10-KSB for
the fiscal year ended February 28, 1997.
The results of operations for the three and six month periods ended August 31,
1997 are not necessarily indicative of the results to be expected for any other
period or for the entire current fiscal year.
Certain information and footnote disclosures normally included in financial
statements presented in accordance with generally accepted accounting principles
have been condensed or omitted in accordance with the rules to Form 10-QSB. The
accompanying financial statements should be read in conjunction with the
Company's audited financial statements and notes thereto included in the
Company's Annual Report on Form 10-KSB for the fiscal year ended February 28,
1997.
2. EARNINGS PER SHARE
Earnings (loss) per common share amounts are calculated based upon the weighted
average number of shares actually outstanding during the period. Common stock
options and purchase warrants, which are considered common stock equivalents,
have not been considered in the average number of common shares outstanding for
the three month period ending August 31, 1997 as their inclusion would be
anti-dilutive.
3. BRIDGE LOANS FROM RELATED PARTIES
During the six months ended August 31, 1997, the Company obtained bridge loans
totaling $1,310,947 primarily from an officer of the Company.
4. CUSTOMER ADVANCES
During the six months ended August 31, 1997, the Company received cash advances
from a customer totaling $581,780. These advances were used primarily for
working capital related principally to the newly established centers.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Except for historical information contained herein, the statements in this
report (including without limitation, statements indicating that the Company
"expects," "estimates," "anticipates," or "believes" and all other statements
concerning future financial results, product offerings or other events that have
not yet occurred) are forward-looking statements that are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995,
Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A
of the Securities Act of 1933, as amended. Forward-looking statements involve
known and unknown factors, risks and uncertainties which may cause the Company's
actual results in future periods to differ materially from forecasted results.
Those factors, risks and uncertainties include, but are not limited to: the
positioning of the Company's products in the Company's market segment; the
Company's ability to effectively manage its various businesses in a rapidly
changing environment; new competition for donors and customers; the inability of
the Company to obtain FDA approval of newly established centers; and the
introduction of synthetic products which could eliminate the need for plasma
products.
OVERVIEW AND RECENT DEVELOPMENTS
The Company emerged from Chapter 11 of the Federal Bankruptcy Code on February
6, 1996 as a plasma collection company which operated six plasma collection
centers collecting source plasma at the rate of about 120,000 liters annually.
In July 1996, the Company acquired the assets of Silver State Plasma in Las
Vegas, Nevada and BHM Labs, Inc. in Ft. Smith, Arkansas. In September 1996, the
Company acquired the rights to plasma centers in Clearfield, Utah and Raleigh,
North Carolina, both of which where opened for business in November 1996 under
reference numbers from the FDA. The Company also opened a new center in Macon,
Georgia in November 1996 under a reference number from the FDA. In April and
May of 1997, the Company opened centers in Pasco, Washington and Toledo, Ohio
respectively under reference numbers from the FDA. Final FDA approval was
received in May 1997 for Clearfield, Utah, and is still pending for the
remaining locations.
On July 21, 1997, the Company announced an agreement to become one of the major
suppliers to Grupo Grifols, S.A. of Barcelona, Spain. Also occurring in July
1997, was the early cancellation of certain contracts with Alpha Therapeutic
Corporation and the rescheduling of such centers to supply the Grupo Grifols
requirements. Initially, shipments were planned to begin in the late September
to early October time-frame. This time-frame has been delayed to late November
or early December due to delays in the import license process. Such delay will
have an adverse short-term affect on both sales and cash flow. Management
expects that product not shipped currently due to the delays will be shipped
with future production when the import license is obtained. Accordingly, no
long-term adverse affects to sales or cash flow are expected.
Effective August 13, 1997, the Company completed an asset exchange with
Serologicals Corporation whereby the Company received two plasma collection
centers located in Reno, Nevada and Ft. Smith, Arkansas plus two hundred fifty
thousand dollars. In exchange, the
<PAGE>
Company delivered three plasma collection centers, two of which are located in
Colorado Springs, Colorado and the other located in Pueblo, Colorado. While
this transaction was deemed strategically beneficial for both the Company and
Serologicals from a management control standpoint, this exchange did not have a
material impact on the volumes of plasma collected by either company.
In September 1997, the Company announced the signing of letters of intent to
acquire the stock of Western States Group, Inc. located in Fallbrook,
California, and; the assets of Consolidated Technologies, Inc. and an affiliate,
located in Austin, Texas. These acquisitions are subject to several conditions,
including a definitive agreement between the parties, obtaining financing and
approval of the respective boards of directors. Also in September, the Company
opened a new plasma collection center in Pocatello, Idaho.
The Company is subject to regulation by the FDA and various other organizations
including the American Blood Resources Association ("ABRA"), and the Company's
customers. Such regulators are continually evaluating existing practices and
procedures in relation to new information or public concerns over blood products
such as plasma. Most recently, ABRA established a voluntary standard effective
July 1, 1997 which relates to the acceptance of new donors. Accordingly, all
first-time donor plasma is precluded from further manufacturing into therapeutic
products until a negative set of test results is obtained on a second donation
from the same donor within six months. This is intended to further minimize the
possibility of infected plasma interring the therapeutic products manufacturing
process cycle. Although the Company does not believe that this new standard
will have a significant impact on the volume of plasma shipped to its customers,
there can be no assurances as to the long-term impact or that other measures may
be imposed upon the Company in the future which may have an adverse effect on
future operations.
RESULTS OF OPERATIONS
THREE MONTHS ENDED AUGUST 31, 1997 AS COMPARED TO THREE MONTHS ENDED
AUGUST 31, 1996
SALES
Net sales of the Company increased by 52%, or $655,743 to $1,920,512 during the
1997 period. Of the increase, about $408,234 was attributable to final FDA
approval of the Clearfield, Utah location which allowed the company to sell the
plasma which had been collected since it opened in November 1996. In addition,
about $287,744 was the result of increased plasma collections at the Company's
Las Vegas plasma collection center and increased sales of hyperimmune plasma.
The Company collected about 43,921 liters of plasma during the three month
period ended August 31, 1997 compared to about 36,891 for the comparable prior
year period or an increase of about nineteen percent. The increased volumes
were the result of the acquisitions of Silver State and BHM and the newly
established centers in: Clearfield, Utah; Raleigh, North Carolina; Macon,
Georgia; Pasco, Washington; and Toledo, Ohio. With the exception of Clearfield,
which received final FDA approval in May 1997, the other newly established
centers were operating under Reference Number's from the FDA during the period
and were thus not allowed to sell or ship plasma, although they were collecting
plasma during the period.
<PAGE>
GROSS PROFIT
Gross profit increased by $97,199 or 58 percent in the 1997 period to $265,375
primarily due to increased volumes of hyperimmune plasma, partially offset by
higher donor fees, higher salaries and other operating costs resulting from
higher volumes and increased competition in certain locations.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses in 1997 were higher by $102,990 or 72
percent due mainly to the higher legal fees resulting from various
administrative matters.
INTEREST EXPENSE
Interest expense was $62,214 in the 1997 period compared to $51,003 for the
comparable 1996 period primarily due to the increase in bridge loans in the 1997
period, partially offset by a decrease in long-term debt.
INCOME TAXES
As of August 31, 1997, the tax effects of temporary differences for
depreciation, amortization, and valuation allowances from current and prior
periods and net operating loss carryforwards could give rise to the recording of
deferred tax assets. The Company is unable to reasonably determine the amounts
of net operating loss carryforwards available to offset against future taxable
income. Furthermore, the Company was unable to determine whether it was more
likely than not that the deferred tax asset would be realized, therefore a 100%
valuation allowance was established.
NET INCOME
As a result of the above, there was a net loss for the three months ended August
31, 1997 of $43,432 compared to a net loss of $468 in the 1996 period.
SIX MONTHS ENDED AUGUST 31, 1997 AS COMPARED TO SIX MONTHS ENDED AUGUST 31,
1996
SALES
Net sales of the Company increased by 26%, or $728,070 to $3,506,365 during
the 1997 period. Of the increase, about $408,234 was attributable to final FDA
approval of the Clearfield, Utah location which allowed the company to sell the
plasma which had been collected since it opened in November 1996. In addition,
about $299,567 was the result of increased plasma collections at the Company's
Las Vegas plasma collection center and increased sales of hyperimmune plasma.
The Company collected about 83,797 liters of plasma during the six month period
ended August 31, 1997 compared to about 66,595 for the comparable prior year
period or an increase of about twenty-six percent. The increased volumes were
the result of the acquisitions of Silver State and BHM and the newly established
centers in: Clearfield, Utah; Raleigh, North Carolina; Macon, Georgia; Pasco,
Washington; and Toledo, Ohio. With the exception of Clearfield, which received
final FDA approval in May 1997, the other newly established centers were
operating under Reference Number's from the FDA during the period and were thus
not allowed to sell or ship plasma, although they were collecting plasma during
the period.
<PAGE>
GROSS PROFIT
Gross profit increased by $146,219 or 53 percent in the 1997 period to $423,742
primarily due to increased volumes of hyperimmune plasma, partially offset by
higher donor fees, higher salaries and other operating costs resulting from
higher volumes and increased competition in certain locations.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses in 1997 were higher by $229,331 or 78
percent due mainly to the higher legal and professional fees, increased travel
expenses and higher administrative salaries.
INTEREST EXPENSE
Interest expense was $110,828 in the 1997 period compared to $91,144 for the
comparable 1996 period primarily due to the increase in bridge loans in the 1997
period, partially offset by a decrease in long-term debt.
INCOME TAXES
As of August 31, 1997, the tax effects of temporary differences for
depreciation, amortization, and valuation allowances from current and prior
periods and net operating loss carryforwards could give rise to the recording of
deferred tax assets. The Company is unable to reasonably determine the amounts
of net operating loss carryforwards available to offset against future taxable
income. Furthermore, the Company was unable to determine whether it was more
likely than not that the deferred tax asset would be realized, therefore a 100%
valuation allowance was established.
NET INCOME
As a result of the above, there was a net loss for the six months ended August
31, 1997 of $207,713 compared to a net income of $20,825 in the 1996 period.
LIQUIDITY AND CAPITAL RESOURCES
As of August 31, 1997, the Company's current liabilities exceeded current assets
by $1,545,833. This was due to cash used in operations and investing activities,
mostly offset by the bridge loans which were primarily from related parties and
the customer advances. The use of cash is consistent with the Company's
strategic plan for strong growth and the Company feels that progress has been
made during the period (see Overview and Recent Developments). With this
strategic focus on growth in the volume of plasma collected, the short-term
impact on the Company's earnings and cash flow has been to postpone significant
profitability and positive cash flows until the later part of fiscal 1998 when
the Company believes that the volumes in several of the newly established
centers will reach maturity, new products will begin shipping, new sales
contracts will bring higher plasma pricing and new softgoods and supplies
pricing will provide for improved gross margins. Meanwhile, the Company's
projected capital requirements for fiscal 1998 include the establishment of
additional plasma centers and the acquisitions of Western States Plasma Group,
Inc. and Consolidated Technologies, Inc. and an affiliate.
<PAGE>
Net cash used in operations increased from $266,139 for the six months of 1996
to cash used in operations of $1,049,874 for the comparable period in 1997.
The increase was primarily related to the increase in inventories associated
with the delay in shipments to Grifols and the establishment of the new centers.
Cash flows used in investing activities for the six months ended August 31, 1997
was $825,266 compared to $626,419 for the comparable prior year period. This
increase in cash used resulted primarily from the capital requirements of the
newly established plasma collection centers in Clearfield, Raleigh, Macon,
Pasco, Toledo and Pocatello. Cash flows provided by financing activities was
$1,376,134 for the current year period compared to $348,313 for the comparable
prior period. This increase was mostly due to the bridge loans (primarily from
officers) and the customer advances which were used to finance the Company's
expansion program and for working capital.
Management believes that the funds necessary to meet the Company's projected
capital requirements for fiscal 1998 will exceed internally generated cash flows
and accordingly will need to be funded by a combination of internally generated
cash flows, short-term bridge financing, private placements and/or other
possible sources. Accordingly, the Company is currently evaluating alternatives
for providing the required funding.
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
SERACARE, INC.
(Registrant)
Dated: October 14, 1997 By: /s/ Barry D. Plost
---------------------------
Barry D. Plost, President & CEO
By: /s/ Jerry L. Burdick
---------------------------
Jerry L. Burdick
Principal Accounting and
Finance Officer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-28-1998
<PERIOD-START> MAR-01-1997
<PERIOD-END> AUG-31-1997
<CASH> 45,071
<SECURITIES> 0
<RECEIVABLES> 151,241
<ALLOWANCES> 0
<INVENTORY> 1,496,657
<CURRENT-ASSETS> 1,741,027
<PP&E> 1,715,349
<DEPRECIATION> 385,508
<TOTAL-ASSETS> 7,603,023
<CURRENT-LIABILITIES> 3,286,860
<BONDS> 0
311,662
0
<COMMON> 4,372
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 7,603,023
<SALES> 3,506,365
<TOTAL-REVENUES> 3,506,365
<CGS> 0
<TOTAL-COSTS> 3,082,623
<OTHER-EXPENSES> 521,607
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 110,828
<INCOME-PRETAX> (207,713)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (207,713)
<EPS-PRIMARY> (.049)
<EPS-DILUTED> 0
</TABLE>
