<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 AND 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 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 000-21535
PROSOFT I-NET SOLUTIONS, INC.
-----------------------------
(Exact Name of Registrant as Specified in its Charter)
NEVADA 87-0448639
------ ----------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
3001 Bee Caves Road, Suite 200 Austin, Texas 78746
------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (512) 328-6140
--------------
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 [_]
The number of shares of the registrant's common stock, $.001 par value,
outstanding as of April 10, 1998, was 11,415,926 shares.
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Prosoft I-Net Solutions, Inc. and Subsidiary
Condensed Consolidated Balance Sheets
(Unaudited)
<TABLE>
<CAPTION>
October 31, July 31,
1997 1997
------------ ------------
(Unaudited)
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 8,282,488 $ 12,911,684
Tuition and accounts receivable, less allowances
of $403,162 and $506,182, respectively 1,411,773 1,646,765
Notes receivable from officers/shareholders 147,043 308,370
Prepaid expenses and other current assets 956,660 878,048
------------ ------------
Total current assets 10,797,964 15,744,867
------------ ------------
Property and equipment:
Computer equipment and software 5,677,948 5,489,035
Office equipment, furniture and fixtures 1,115,351 1,030,460
------------ ------------
6,793,299 6,519,495
Less accumulated depreciation 2,160,274 1,480,185
------------ ------------
4,633,025 5,039,310
------------ ------------
Total assets $ 15,430,989 $ 20,784,177
============ ============
Liabilities and stockholders' equity
Current liabilities:
Accounts payable $ 637,990 $ 1,817,314
Accrued payroll and related expenses 917,050 924,781
Payable to underwriters 1,206,875 1,454,375
Deferred revenue 1,179 67,959
Current portion of capital lease obligations 1,590,260 1,960,221
------------ ------------
Total current liabilities 4,353,354 6,224,650
Obligations under capital leases,
net of current portion 1,572,860 1,519,965
Commitments and contingencies
Stockholders' equity:
Common stock, $.001 par value:
Authorized - 50,000,000
Issued and outstanding - 10,404,434 and
10,119,651 shares, respectively 10,404 10,120
Additional capital 38,087,599 36,764,338
Note receivable from stockholder (9,500) (9,500)
Deficit (28,583,728) (23,725,396)
------------ ------------
Total stockholders' equity 9,504,775 13,039,562
------------ ------------
Total liabilities and shareholders' equity $ 15,430,989 $ 20,784,177
============ ============
</TABLE>
2
<PAGE>
Prosoft I-Net Solutions, Inc. and Subsidiary
Condensed Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended October 31,
------------------------------
1997 1996
-------------- --------------
<S> <C> <C>
Revenue:
Training $ 1,201,728 $ 513,681
Courseware 26,921 --
----------- -----------
Total revenue 1,228,649 513,681
----------- -----------
Costs and expenses:
Cost of services 3,570,891 1,054,019
Sales and marketing 697,640 440,373
General and administrative 1,860,150 2,088,231
----------- -----------
Total costs and expenses 6,128,681 3,582,623
----------- -----------
Loss from operations (4,900,032) (3,068,942)
Interest income, net 41,700 57,277
----------- -----------
Loss before provision for income taxes (4,858,332) (3,011,665)
Provision for state franchise tax 4,000
----------- -----------
Net loss $(4,858,332) $(3,015,665)
=========== ===========
Net loss per share $ (0.48) $ (0.41)
=========== ===========
Weighted average number of common
shares outstanding 10,218,501 7,343,504
=========== ===========
</TABLE>
3
<PAGE>
Prosoft I-Net Solutions, Inc. and Subsidiary
Condensed Consolidated Statements of Cash Flow
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended October 31,
------------------------------
1997 1996
------------- --------------
<S> <C> <C>
Operating activities
Net loss $(4,858,332) $(3,015,665)
Adjustments to reconcile net loss to cash used in
operating activities:
Depreciation and amortization 680,089 165,906
Changes in operating assets and liabilities:
Tuition and accounts receivable 234,992 (225,060)
Prepaid expenses and other current assets (78,612) 13,791
Notes payable (61,832)
Accounts payable and payable to underwriters (1,426,824) 459,022
Accrued liabilities (7,731) 175,940
Deferred revenue (66,780) 249,850
----------- -----------
Net cash used in operating activities (5,523,198) (2,238,048)
----------- -----------
Investing activities:
Purchase of property and equipment (100,514) (222,569)
Notes receivable from officers/shareholders 161,327 (137,663)
Deposit on computer leases (1,000,000)
----------- -----------
Net cash used in investing activities 60,813 (1,360,232)
----------- -----------
Financing activities:
Issuance of common stock 1,323,545 242,622
Principal payments on debt and capital leases (490,356) (25,778)
----------- -----------
Net cash provided by financing activities 833,189 216,844
----------- -----------
Decrease in cash and cash equivalents (4,629,196) (3,381,436)
Cash and cash equivalents at the beginning of period 12,911,684 6,466,460
----------- -----------
Cash and cash equivalents at the end of period $ 8,282,488 $ 3,085,024
=========== ===========
Supplementary disclosure of cash paid during the period for:
Interest $ 96,523 $ 25,770
=========== ===========
Income taxes $ - $ 4,000
=========== ===========
Supplementary disclosure on non-cash financing activities:
Equipment acquired under capital leases $ 173,290 $ -
=========== ===========
</TABLE>
4
<PAGE>
PROSOFT I-NET SOLUTIONS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. The condensed consolidated financial statements do not include footnotes and
certain financial information normally presented annually under generally
accepted accounting principles and, therefore, should be read in conjunction
with the Company's July 31, 1997 year-end consolidated financial statements
found in the Company's Annual Report on Form 10-K filed with the Securities and
Exchange Commission. Accounting measurements at interim dates inherently involve
greater reliance on estimates than at year-end. The results of operations for
the three months ended October 31, 1997 are not necessarily indicative of
results that can be expected for the fiscal year ending July 31, 1998.
The condensed consolidated financial statements included herein are unaudited;
however, they contain all adjustments (consisting of normal recurring accruals)
which, in the opinion of the Company, are necessary to present fairly its
consolidated financial position, results of operations, and cash flows as of and
for the three months ended October 31, 1997.
2. In October 1997 the Company sold courseware for twenty-three class titles
together with the right to reproduce and resell such courseware. The agreement
pursuant to which such sale was consummated provides among other things for
payments to the Company of approximately $1.8 million. In April 1998 the Company
determined that the collection of the payments required by the agreement was not
sufficiently predictable to allow for accrual accounting in accordance with
generally accepted accounting principles. Accordingly, amounts previously
accrued, approximately $1.8 million, have been reversed and will be recorded as
revenues when received in cash.
3. The Company anticipates that its existing resources will be sufficient to
meet its needs for working capital expenditures through at least fiscal 1998.
In November 1997 the Company received proceeds of approximately $8.5 million in
a private placement through the sale of 803,638 shares of common stock. The
Company's long-term capital requirements will depend on numerous factors,
including the profitability of Training Centers, the acquisition and/or
development of additional training tools, and the potential acquisition of
complimentary businesses or product lines.
The Company has incurred losses aggregating approximately $29 million since
inception, primarily due to the start-up nature of its business. The Company
has used these funds to implement its strategy of becoming one of the leading
national training companies focused on the Internet/Intranet. This strategy
consisted of opening 35 additional state-of-the-art training centers across the
country, preparing and executing a national image defining marketing campaign in
numerous national publications, recruiting one of the nation's largest high-end
group of Internet/Intranet instructors strategically located across the nation,
recruiting top management and sales professionals, and developing one of the
largest libraries of Internet/Intranet courses available. Having substantially
completed these tasks, the Company is beginning to realize increasing revenue.
If revenue continues to grow as demonstrated in the fourth quarter of fiscal
1997, the Company expects to reach quarterly profitability in fiscal year 1998,
based on existing resources. However, no assurances can be given that the
Company will be successful in realizing these goals. If the Company is unable to
increase revenue as anticipated, management will implement a plan to
substantially reduce the size of the Company's operations. Such a reduction in
operations may reduce the Company's ability to meet expected market demand. The
Company's ability to continue as a going concern is dependent upon its ability
to obtain necessary financing, grow revenue, attain operational efficiencies
and, ultimately, sustain a profitable level of operations.
4. Net loss per share is based on the weighted average number of shares of
common stock outstanding during the period. Common stock equivalents (stock
options and warrants) were not considered because the effect of their inclusion
would have been anti-dilutive.
In February 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 128, Earnings Per
Share. The statement simplifies the standards for computing earnings per share
("EPS"), and requires the presentation of both basic and diluted EPS on the face
of the statement of earnings with supplementary disclosures. SFAS 128 will be
effective for financial statements issued for periods ending after December 15,
1997, including interim periods. The Company will adopt SFAS 128 in the second
quarter of fiscal 1998 and does not expect the impact on the calculation of
primary earnings (loss) per share and fully diluted earnings (loss) per share to
be material.
5
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
This report on Form 10-Q contains forward-looking statements. For this
purpose, any statements contained herein that are not statements of historical
fact may be deemed to be forward-looking statements. Without limiting the
foregoing, the words "believes", "anticipates", "plans", "expects" and similar
expressions are intended to identify forward-looking statements. There are a
number of important factors that could cause the Company's actual results to
differ materially from those indicated by such forward-looking statements.
OVERVIEW
- --------
Prosoft I-Net Solutions, Inc. (the "Company"), is engaged in the business of
training individuals in small, medium and large organizations in Internet and
Intranet technologies, with a current emphasis on Netscape- and Microsoft-based
Internet/Intranet products and solutions. In addition, the Company is a
certified Microsoft Authorized Technical Education Center ("ATEC"), a certified
Private Post Secondary Institution in the State of California, and an approved
recipient of Job Training Partnership Act (the "JTPA") funding. In October 1997,
Prosoft was chosen by Netscape Communications Corp. ("Netscape") to be a
Netscape Education Partner ("NEP") for selected locations. This authorization
will allow the Company to conduct training on Netscape products, as well as
receive the benefits of training references and leads provided directly through
Netscape. The Company also develops proprietary Internet/Intranet courseware and
offers over 40 customized, on-line, hands-on and instructor-led
Internet/Intranet-related courses for end-users, system engineers and
developers.
FLUCTUATIONS IN QUARTERLY RESULTS
- ---------------------------------
The Company's operating results may fluctuate based on various factors,
including the frequency of course events, the frequency and size of, and
response to, the Company's marketing campaigns, the timing of the introduction
of new course titles, customer-site course events, affiliate-site course events,
Company site course events, competitive forces within the current and future
markets served by the Company, the spending patterns of its customers, inclement
weather and general economic conditions. Fluctuations in quarter-to-quarter
results may also occur depending on differences in the timing of, and the time
period between, the Company's expenditures on the development and marketing of
its courses and the receipt of revenues.
The Company's revenues and income are expected to vary significantly from
quarter to quarter due to seasonal and other factors. The Company expects
greater revenue in the second half of its fiscal year (February through July)
than in the first half of its fiscal year (August through January). This
seasonality is due in part to seasonal spending patterns of the Company's
customers, and in part to quarterly anticipated differences in the frequency and
size of the Company's marketing campaigns, as well as weather, holiday and
vacation patterns.
RESULTS OF OPERATIONS
- ---------------------
Revenue. Revenue for the three-month period ended October 31, 1997 was
$1,228,649, compared with $513,681 for the three-month period ended October 31,
1996, an increase of $714,968. This increase in revenue is attributable to the
increase in the number of students attending classes from the Company. This is a
direct result of the expansion of the Company from 14 locations on October 31,
1996 to 35 locations on October 31, 1997. Revenue from instructor-led training
is expected to continue increasing as the number of students attending classes
increases. In October 1997 the Company sold, to a distributor, courseware for
twenty-three class titles together with the right to reproduce and resell such
courseware. Although there may be additional sales of courseware in the future,
the size and timing of such sales cannot be predicted. These payments will be
recorded as revenues when received in cash. See Note 2.
6
<PAGE>
Cost of Services. The Company's cost of services includes the costs
associated with course instructors, content developers, course materials and
equipment and classroom facilities. Cost of services for the three-month period
ended October 31, 1997 was $3,570,891, compared with $1,054,019 for the three-
month period ended October 31, 1996, an increase of $2,516,872. This increase is
primarily the result of an increased number of course events, a larger course
library, and an increase in the number of and training of instructors and
content developers in the three-month period ended October 31, 1997 compared to
the corresponding period of the prior year. These costs are expected to continue
to increase but at a lower rate as a percentage of training revenue.
Sales and Marketing. Sales and marketing expense consists of salaries,
commissions and travel-related costs of sales and marketing personnel, the costs
of designing, producing and distributing direct mail marketing and media
advertisements, and the costs of the information systems to support these
activities. Sales and marketing expense for the three-month period ended
October 31, 1997 was $697,640, compared with $440,373 for the three-month period
ended October 31, 1996, an increase of $257,267. The increase in sales and
marketing expense is due to an increase in marketing and sales efforts intended
to reach a broader range of potential customers, to expand the Company's
presence in certain U.S. cities and to communicate the availability of new
course titles.
General and Administrative. General and administrative expenses for the
three-month period ended October 31, 1997 was $1,860,150, compared to $2,088,231
for the three-month period ended October 31, 1996, a decrease of $228,081. This
decrease is primarily due to the timing of certain administrative expenses.
Interest. Net interest income for the three-month period ended October 31,
1997 was $41,700, compared to net interest income of $57,277 for the three-month
period ended October 31, 1996, a decrease of $15,577. Interest expense, which
consists principally of interest paid on capital leases, increased for the
three-month period ended October 31, 1997 due to an increase in the amount of
equipment financed through capital leases. However, this increase was partially
offset by interest earned from higher cash balances generated by the proceeds
from private placements completed in late 1996 and 1997.
Net Loss. Net loss for the three-month period ended October 31, 1997 was
$4,858,332, compared to $3,015,665 for the three-month period ended October 31,
1996, an increase of $1,842,667. The increase in net loss resulted from an
increase in revenues, offset by (i) increased staffing, (ii) developing new
courseware, and (iii) an increase in the Company's sales and marketing efforts.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
From inception, the Company has financed its operations and met a portion of
its capital expenditure requirements primarily through net proceeds from private
sales of equity securities. Cash and cash equivalents decreased from $12,911,684
at July 31, 1997 to $8,282,488 at October 31, 1997. For the three months ending
October 31, 1997, operating activities used cash of $5,523,198, primarily due to
a net operating loss of $4,858,332, and decreases in accounts payable and
accrued liabilities of $1,434,555.
During the three months ended October 31, 1997, the Company invested $100,514
in equipment and leasehold improvements. This amount could vary going forward
based upon the rate of growth in expansion and the Company's continued
expenditures on system implementation. Plans have been implemented to increase
the capacity of many of the Company's management information systems to handle
the anticipated growth in sales, and the Company is developing a sophisticated
customer reservation system and an enhanced web page for customers.
7
<PAGE>
From February through April 1997, the Company received gross proceeds of
approximately $22 million in a private placement through the sale of 2,081,758
shares of common stock. Net proceeds from this offering, after payment of
commissions and finders' fees, was $20,811,332. In April 1997, the Company sold
408,164 shares of its common stock to an institutional investor for $5 million.
The net proceeds from this offering were $4,700,008. In November 1997 the
Company received proceeds of approximately $8.5 million in a private placement
through the sale of 803,638 shares of common stock. No commissions or finders'
fees were paid for this offering.
The Company anticipates that its existing resources will be sufficient to meet
its needs for working capital expenditures through at least fiscal 1998. The
Company's long-term capital requirements will depend on numerous factors,
including the profitability of Training Centers, the acquisition and/or
development of additional training tools and the potential acquisition of
complementary businesses or product lines.
The Company has incurred losses aggregating approximately $29 million since
inception, primarily due to the start-up nature of its business. The Company
has used these funds to implement its strategy of becoming one of the leading
national training companies focused on the Internet/Intranet. This strategy
consisted of opening 35 additional state-of-the-art training centers across the
country, preparing and executing a national image defining marketing campaign in
numerous national publications, recruiting one of the nation's largest high-end
group of Internet/Intranet instructors strategically located across the nation,
recruiting top management and sales professionals, and developing one of the
largest libraries of Internet/Intranet courses available. Having substantially
completed these tasks, the Company is beginning to realize increasing revenue.
If revenue continues to grow as demonstrated in the fourth quarter of fiscal
1997, the Company expects to reach quarterly profitability in fiscal year 1998,
based on existing resources. However, no assurances can be given that the
Company will be successful in realizing these goals. If the Company is unable to
increase revenue as anticipated, management will implement a plan to
substantially reduce the size of the Company's operations. Such a reduction in
operations may reduce the Company's ability to meet expected market demand. The
Company's ability to continue as a going concern is dependent upon its ability
to obtain necessary financing, grow revenue, attain operational efficiencies
and, ultimately, sustain a profitable level of operations.
The above discussion concerning future financing need, business expansion and
factors affecting liquidity are forward-looking statements. Although management
believes that these statements are reasonable in view of the facts available to
it, there can be no assurance that all of these statements will prove to be
accurate. There are numerous factors which could have a material impact upon
whether these projections could be realized or whether these trends will
continue.
Additional Factors That May Affect Results of Operations
Extremely Limited Operating History and Expectation of Continuing Significant
Losses
The Company has an extremely limited operating history, which makes it
difficult to predict future operating results. Although the Company was formed
in 1985, from its incorporation until its acquisition of Old ProSoft in March
1996, it had no significant operations. The business of the Company was only
begun in February 1995 where it was run as the Proprietorship until its
acquisition by Old ProSoft in January 1996. The first Training Center was not
opened until late 1995. As a result, there is little financial information
concerning the business of the Company of the type commonly used by investors to
evaluate a potential investment. In addition, certain aspects of the Company's
business are relatively new and have not yet been fully tested in the
marketplace. The Company incurred a net loss of $3,074,123 from December 8, 1995
through July 31, 1996. For the twelve months ended July 31, 1997, the Company
incurred a net loss of $20,651,273 and expects to continue to incur losses on a
quarterly basis through at least the end of fiscal 1998. The Company's ability
to generate significant revenues in the future is subject to uncertainty,
particularly with respect to the Internet/Intranet training on which it focuses.
There can be no assurances that the Company will be able to address any of those
challenges, that its activities will be successful or that projected earnings
will result from these activities.
Uncertainty of Rapidly Evolving Market
The market for Internet/Intranet products and services has only recently begun
to develop and is rapidly evolving. The Company and its prospects must be
considered in light of the risks, costs and difficulties frequently encountered
by companies in their early stage of development, particularly companies in the
new and rapidly evolving Internet market. In order to be successful, the Company
must, among other things, continue to attract, retain and motivate qualified
training personnel, successfully implement its Internet/Intranet training
programs, open new Training Centers as the market demands, respond to
competitive developments and successfully develop its internal infrastructure,
particularly sales, marketing and administrative personnel and its accounting
system. Moreover, due to the intense competition in the emerging markets
addressed by the Company, the Company must seek to grow its business rapidly,
which increases the challenges facing the Company, making it more difficult for
the Company to recover from business errors.
Future Capital Requirements and Uncertainty of Future Funding
Since inception, the Company has been dependent on outside financing to fund
its growth. The Company raised approximately $35 million from the private
placement of Common Stock since inception. The Company anticipates that the
proceeds from these offerings and cash flows from operations will be sufficient
to meet its needs for working capital expenditures through at least fiscal 1998.
However, the Company's long-term capital requirements will be dependent on
numerous factors, including the profitability of Training Centers, the
acquisition and/or development of additional training tools, and the potential
acquisition of complimentary businesses or product lines. See "Liquidity and
Capital Resources."
Need to Respond to Rapid Technological Change
The market for the Company's products and services is characterized by rapid
technological change; changing customer needs, frequent new product
introductions and evolving industry standards. These market characteristics are
exacerbated by the emerging nature of the Internet market and the fact that many
companies are expected to introduce new Internet products and services in the
near future. The Company's future success will depend in significant part on its
ability to continually and on a timely basis introduce new products, services
and technologies and to continue to improve the Company's products and services
in response to both evolving demands of the marketplace and competitive product
offerings.
Highly Competitive Market
The technology training market is highly competitive. The Company is subject
to intense competition from a large number of public and private companies
providing training, many of which are older, larger and have greater financial
and personnel resources than the Company. In addition, the market for Internet
products and services has only recently begun to develop, is rapidly evolving
and is characterized by an increasing number of market entrants with competing
products and services. There can be no assurance that the Company will be able
to compete successfully against its current or future competitors or that
competition will not have a material adverse effect on the Company's business,
operating results and financial condition.
Impact of Year 2000
Many existing computer systems and applications, and other control devices,
use only two digits to identify a year in the date field, without considering
the impact of the upcoming change in the century. As a result, such systems and
applications could fail or create erroneous results unless corrected so that
they can process data related to the year 2000. The Company relies on its
systems, applications and devices in operating and monitoring all major aspects
of its business, including financial systems (such as general ledger, accounts
receivable, accounts payable and payroll), student and customer services,
embedded computer chips, networks and telecommunications equipment and end
products. The Company also relies, directly or indirectly, on external systems
of business enterprises such as customers, suppliers, creditors, financial
organizations, and of governmental entities for accurate exchange of data. The
Company's current estimate is that the costs associated with the year 2000 issue
will not have a material adverse effect on the results of operations or
financial position of the Company. However, despite the Company's efforts to
address the year 20000 impact on its internal systems, the Company may not have
fully identified such impact or whether it can resolve it without disruption of
its business and without incurring significant expense. In addition, even if the
internal systems of the Company are not materially affected by the year 2000
issue, the Company could be affected through disruption in the operations of the
enterprises with which the Company interacts.
PART II - OTHER INFORMATION
Item 6: EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
10.1 Form of Subscription Agreement, entered into in November 1997
between the Company and various investors. Filed as exhibit
10.21 to Registration Statement No. 333-35249 and incorporated
herein by reference.
10.2 Registration Rights Agreement dated as of November 12, 1997
among the Company and various investors. Filed as exhibit 10.22
to Registration Statement No. 333-35249 and incorporated herein
by reference.
27 Financial Data Schedule
b) Reports on Form 8-K
No reports on Form 8-K were filed during the three months ended
October 31, 1997.
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.
PROSOFT I-NET SOLUTIONS, INC.
Dated: April 13, 1998 /s/ BROOKS A. CORBIN
________________________________
Brooks A. Corbin
Chief Financial Officer
(Principal Financial Officer and
Duly Authorized Officer)
8
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-31-1998
<PERIOD-START> AUG-01-1997
<PERIOD-END> OCT-31-1997
<CASH> 8,282,488
<SECURITIES> 0
<RECEIVABLES> 1,558,861
<ALLOWANCES> (403,162)
<INVENTORY> 0
<CURRENT-ASSETS> 10,797,964
<PP&E> 6,793,299
<DEPRECIATION> 2,160,274
<TOTAL-ASSETS> 15,430,989
<CURRENT-LIABILITIES> 4,353,354
<BONDS> 0
0
0
<COMMON> 10,404
<OTHER-SE> 9,494,371
<TOTAL-LIABILITY-AND-EQUITY> 15,430,989
<SALES> 1,228,649
<TOTAL-REVENUES> 1,228,649
<CGS> 0
<TOTAL-COSTS> 3,570,891
<OTHER-EXPENSES> 2,557,790
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (41,700)
<INCOME-PRETAX> (4,858,332)
<INCOME-TAX> 0
<INCOME-CONTINUING> (4,858,332)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,858,332)
<EPS-PRIMARY> (.48)
<EPS-DILUTED> (.48)
</TABLE>
