<PAGE>
UNITED STATES
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 MARCH 31, 2000
COMMISSION FILE NUMBER 000-28637
/ / TRANSITION REPORT UNDER SECTION 13 OR 16(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For The Transition Period From ___________ To _______________.
BIOSANTE PHARMACEUTICALS, INC.
(Exact name of small business issuer as specified in its charter)
WYOMING 58-2301143
(State of Incorporation) (IRS Employer Identification No.)
175 OLDE HALF DAY ROAD, SUITE 123
LINCOLNSHIRE, ILLINOIS 60069
(Address of principal executive offices)
(847) 793-2458
(Registrant's telephone number)
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 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 / / NO /X/
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
Class Outstanding as of May 12, 2000
----- ------------------------------
Common stock, no par value 52,684,526
Transitional Small Business Disclosure Format (check one): Yes / / No /X/
1
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BIOSANTE PHARMACEUTICALS, INC.
FORM 10-QSB
MARCH 31, 2000
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Description Page
- ----------- ----
<S> <C>
PART I. Financial Information
ITEM 1. Financial Statements
Balance Sheets as of March 31, 2000 and December 31, 1999....................................................3
Statements of Operations for the three months ended March 31, 2000 and 1999
and the cumulative period from August 29, 1996 (date of incorporation) to March 31, 2000.....................4
Statements of Cash Flows for the three months ended March 31, 2000 and 1999
and the cumulative period from August 29, 1996 (date of incorporation) to March 31, 2000.....................5
Notes to the Financial Statements............................................................................6
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.........................................................................7-9
PART II. Other Information......................................................................................10
SIGNATURE PAGE...................................................................................................11
EXHIBIT INDEX....................................................................................................12
</TABLE>
2
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PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
BIOSANTE PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
MARCH 31, 2000 AND DECEMBER 31, 1999
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
MARCH 31, DECEMBER 31,
2000 1999
----------------- ---------------
<S> <C> <C>
ASSETS (UNAUDITED) (NOTE)
CURRENT ASSETS
Cash and cash equivalents $ 4,812,490 $ 5,274,552
Prepaid expenses and other sundry assets 45,392 58,994
- --------------------------------------------------------------------------------------------------------------
4,857,882 5,333,546
PROPERTY AND EQUIPMENT, NET 433,565 446,083
- --------------------------------------------------------------------------------------------------------------
$ 5,291,447 $ 5,779,629
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 100,876 $ 76,057
Accrued compensation 82,973 182,973
Other accrued expenses 77,444 45,085
Due to licensor 25,000 25,000
- --------------------------------------------------------------------------------------------------------------
286,293 329,115
- --------------------------------------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY
Capital stock
Issued and Outstanding
4,766,025 (1999 - 4,807,865) Class C special stock 477 481
52,684,526 (1999 - 52,642,686) Common stock 17,662,974 17,652,510
- --------------------------------------------------------------------------------------------------------------
17,663,451 17,652,991
Deficit accumulated during the development stage (12,658,297) (12,202,477)
- --------------------------------------------------------------------------------------------------------------
5,005,154 5,450,514
- --------------------------------------------------------------------------------------------------------------
$ 5,291,447 $ 5,779,629
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
</TABLE>
Note: The balance sheet as of December 31, 1999 has been derived from the
audited financial statements at that date but does not include all of
the information and footnotes required by generally accepted accounting
principles.
See accompanying notes to the financial statements.
3
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ITEM 1 - FINANCIAL STATEMENTS (CONTINUED)
BIOSANTE PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2000 AND 1999 AND THE CUMULATIVE
PERIOD FROM AUGUST 29, 1996 (DATE OF INCORPORATION) TO MARCH 31, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
CUMULATIVE
PERIOD FROM
AUGUST 29, 1996
(DATE OF
THREE MONTHS ENDED MARCH 31, INCORPORATION) TO
-------------------------------------------- MARCH 31,
2000 1999 2000
------------------- ----------------------- ----------------------
<S> <C> <C> <C>
REVENUE
Interest income $ 60,382 $ 25,735 $ 579,200
- --------------------------------------------------------------------------------------------------------------------
EXPENSES
Research and development 191,175 171,022 2,587,715
General and administration 301,175 201,893 4,432,832
Depreciation and amortization 23,852 21,701 307,186
Loss on disposal of capital assets - - 157,545
Costs of acquisition of Structured
Biologicals Inc. - - 375,219
Purchased in-process research
and development - - 5,377,000
- --------------------------------------------------------------------------------------------------------------------
516,202 394,616 13,237,497
- --------------------------------------------------------------------------------------------------------------------
NET LOSS $ (455,820) $ (368,881) $ (12,658,297)
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
BASIC AND DILUTED NET LOSS
PER SHARE $ (0.01) $ (0.01) $ (0.32)
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 57,450,551 34,255,551 39,843,332
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to the financial statements.
4
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ITEM 1 - FINANCIAL STATEMENTS (CONTINUED)
BIOSANTE PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2000 AND 1999 AND THE CUMULATIVE
PERIOD FROM AUGUST 29, 1996 (DATE OF INCORPORATION) TO MARCH 31, 1999
(UNAUDITED)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
CUMULATIVE
PERIOD FROM
AUGUST 29, 1996
(DATE OF
THREE MONTHS ENDED MARCH 31, INCORPORATION) TO
--------------------------------------- MARCH 31,
2000 1999 2000
------------------ ------------------- -------------------
<S> <C> <C> <C>
CASH FLOWS USED IN OPERATING ACTIVITIES
Net loss $ (455,820) $ (368,881) $(12,658,297)
Adjustments to reconcile net loss to
net cash used in operating activities
Depreciation and amortization 23,852 21,701 307,186
Purchased in-process research and development - - 5,377,000
Loss on disposal of equipment - - 157,545
Changes in other assets and liabilities
affecting cash flows from operations
Prepaid expenses 13,602 12,781 (42,424)
Accounts payable and accrued expenses (42,822) (341,948) (478,894)
Due to licensor - - 25,000
Due from SBI - (133,901) (128,328)
- --------------------------------------------------------------------------------------------------------------------------
NET CASH USED IN OPERATING ACTIVITIES (461,188) (810,248) (7,441,212)
- --------------------------------------------------------------------------------------------------------------------------
CASH FLOWS USED IN INVESTING ACTIVITIES
Purchase of capital assets (11,334) (3,243) (864,186)
- --------------------------------------------------------------------------------------------------------------------------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
(Conversion) issuance of Class "C" shares (4) (1) 477
Proceeds from sale or conversion of shares 10,464 2,501 13,117,411
- --------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 10,460 2,500 13,117,888
- --------------------------------------------------------------------------------------------------------------------------
NET (DECREASE) INCREASE IN CASH
AND CASH EQUIVALENTS (462,062) (810,991) 4,812,490
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 5,274,552 2,841,250 -
- --------------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 4,812,490 $ 2,030,259 $ 4,812,490
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL SCHEDULE OF
CASH FLOW INFORMATION
Acquisition of SBI
Purchased in-process research and development $ - $ - $ 5,377,000
Other net liabilities assumed - - (831,437)
- --------------------------------------------------------------------------------------------------------------------------
- - 4,545,563
Less: subordinate voting shares issued therefor - - 4,545,563
- --------------------------------------------------------------------------------------------------------------------------
$ - $ - $ -
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Income tax paid $ - $ - $ -
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Interest paid $ - $ - $ -
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to the financial statements.
5
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BIOSANTE PHARMACEUTICALS, INC.
FORM 10-QSB
MARCH 31, 2000
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
1. INTERIM FINANCIAL INFORMATION
In the opinion of management, the accompanying unaudited financial
statements contain all necessary adjustments, which are of a normal recurring
nature, to present fairly the financial position of BioSante Pharmaceuticals,
Inc. as of March 31, 2000 and 1999, the results of operations for the three
months ended March 31, 2000 and 1999 and for the cumulative period from August
29, 1996 (date of incorporation) to March 31, 2000, and the cash flows for the
three months ended March 31, 2000 and 1999 and for the cumulative period from
August 29, 1996 (date of incorporation) to March 31, 2000, in conformity with
generally accepted accounting principles. Operating results for the three month
period ended March 31, 2000 are not necessarily indicative of the results that
may be expected for the year ended December 31, 2000.
These unaudited interim financial statements should be read in
conjunction with the financial statements and related notes contained in
BioSante's Annual Report on Form 10-KSB for the year ended December 31, 1999.
2. ACQUISITION
On November 10, 1999, the Company's shareholders approved a resolution
to change the Company's name to BioSante Pharmaceuticals, Inc.
Pursuant to the shareholders meeting to approve the arrangement held on
November 27, 1996 and the subsequent filing of the articles of arrangement
December 6, 1996, the Company completed the acquisition of 100% of the
outstanding shares of Structured Biologicals Inc. ("SBI"). The acquisition was
effected by a statutory amalgamation wherein the stockholders of the Company
were allotted a significant majority of the shares of the amalgamated entity.
Upon amalgamation, the then existing shareholders of SBI received 7,434,322
shares of common stock of the Company (1 such share for every 3 1/2 shares they
held in SBI). SBI's results of operations have been included in these financial
statements from the date of acquisition. The acquisition was accounted for by
using the purchase method of accounting.
3. BASIC AND DILUTED NET LOSS PER SHARE
The basic and diluted net loss per share is computed based on the
weighted average number of shares of common stock and Class C stock outstanding,
all being considered as equivalent of one another. Basic net loss per share is
computed by dividing the net loss by the weighted average number of shares
outstanding for the reporting period. Diluted loss per share reflects the
potential dilution that could occur if securities or other contracts to issue
common stock were exercised or converted into common stock. The computation of
diluted loss per share does not include options and warrants with the dilutive
potential that would have an antidilutive effect on net loss per share.
6
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THIS FORM 10-QSB CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS. FOR THIS
PURPOSE, ANY STATEMENTS CONTAINED IN THIS FORM 10-QSB THAT ARE NOT STATEMENTS OF
HISTORICAL FACT MAY BE DEEMED TO BE FORWARD-LOOKING STATEMENTS. WITHOUT LIMITING
THE FOREGOING, WORDS SUCH AS "MAY," "WILL," "EXPECT," BELIEVE," "ANTICIPATE,"
"ESTIMATE" OR "CONTINUE" OR THE NEGATIVE OR OTHER VARIATIONS THEREOF OR
COMPARABLE TERMINOLOGY ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS.
THESE STATEMENTS BY THEIR NATURE INVOLVE SUBSTANTIAL RISKS AND UNCERTAINTIES,
AND ACTUAL RESULTS MAY DIFFER MATERIALLY DEPENDING ON A VARIETY OF FACTORS,
INCLUDING THOSE DESCRIBED UNDER THE CAPTION "RISK FACTORS" CONTAINED IN
BIOSANTE'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31,
1999.
The following discussion of the results of the operations and financial
condition of BioSante should be read in conjunction with BioSante's Financial
Statements and the related notes thereto.
OVERVIEW
We are a development stage biopharmaceutical company engaged in the
development and commercialization of vaccine adjuvants, proprietary novel
vaccines and drug delivery systems. Our core technology, which we license on an
exclusive basis from the University of California, is based on the use of
extremely small, solid, uniform particles, which we call "nanoparticles," as
immune system boosters and for drug delivery. We have identified three potential
initial applications for our core technology:
- the creation of improved versions of current vaccines by the
"adjuvant" activity of our proprietary nanoparticles;
- the development of new, unique vaccines against diseases for which
there currently are few or no effective methods of prevention (e.g.,
genital herpes); and
- the creation of inhaled forms of pharmaceutical compounds that
currently must be given by injection (e.g., insulin).
Our goal is to leverage our core technology to become a pharmaceutical
company that develops and commercializes a wide range of pharmaceutical
products. Our strategy to obtain this goal is to:
- enter into business collaborations or joint ventures to further
develop and commercialize products incorporating our core
technology;
- in-license or otherwise acquire products in the late-stage
development phase;
- in-license or otherwise acquire products already on the market; and
- enter into business collaborations or joint ventures with
complementary firms outside the scope of our core technology.
PLAN OF OPERATION
Our strategy over the next 12 months is to continue development of our
core technology and to actively seek collaborators and licensees to accelerate
the development and commercialization of products incorporating our core
technology. We hope to file an investigational new drug application with the FDA
before the end of 2000 to commence a Phase I human clinical trial with respect
to our CAP nanoparticles. In addition, during the next 12
7
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months, we intend to seek opportunities to in-license or otherwise acquire
products in the late-stage development phase or products already on the market.
We currently do not expect any significant changes in the number of our
employees unless we are able to enter into a business collaboration or joint
venture to further develop and commercialize products incorporating our core
technology or in-license or otherwise acquire products in the late-stage human
clinical development phase or products already on the market. Alternatively, if
we are able to enter into business collaborations or joint ventures, in lieu of
hiring additional employees, we may elect to enter into arrangements with third
parties to accomplish the similar tasks of hired employees.
All of our revenue to date has been derived from interest earned on
invested funds. We have not commercially introduced any products. We expect to
incur substantial and continuing losses for the foreseeable future as we seek to
in-license or otherwise acquire new products and as our own product development
programs expand and various preclinical and clinical trials commence. The amount
of these losses may vary significantly from year-to-year and quarter-to-quarter
and will depend on, among other factors:
- the costs of licensure or acquisition of new products;
- the timing and cost of product development;
- the progress and cost of preclinical and clinical development
programs;
- the timing and cost of obtaining necessary regulatory approvals; and
- the timing and cost of obtaining third party reimbursement.
In order to generate revenues, we must successfully develop and
commercialize our own proposed products or products in the late-stage human
clinical development phase or already on the market that we may in-license or
otherwise acquire or enter into collaborative agreements with others who can
successfully develop and commercialize them. Even if our proposed products and
the products we may license or otherwise acquire are commercially introduced,
they may never achieve market acceptance and we may never generate revenues or
achieve profitability.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THREE MONTHS ENDED MARCH 31, 1999
We used cash in operating activities of $461,188 for the three month
period ended March 31, 2000 versus cash used in operating activities of $810,248
for the three month period ended March 31, 1999. This change reflects lower
legal and accounting expenses and a reduction in personnel-related expenses in
2000. Net cash used in investing activities was $11,334 for the three month
period ended March 31, 2000 versus $3,243 for the three month period ended March
31, 1999. The uses of cash in investing activities during 2000 were capital
expenditures for the purchase of three computers. The significant uses of cash
in investing activities for the three month period ended March 31, 1999 included
capital expenditures for office furniture. Net cash provided by financing
activities was $10,460 for the three months ended March 31, 2000 compared to
$2,500 for the three months ended March 31, 1999. Net cash provided during the
first three months of both 2000 and 1999 was the result of conversions of shares
of class C stock into shares of common stock.
Since its inception, BioSante has experienced significant operating
losses. BioSante incurred a net loss of $455,820 for the three month period
ended March 31, 2000, compared to a net loss of $368,881 for the three month
period ended March 31, 1999. As of March 31, 2000,
8
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BioSante had an accumulated deficit of $12,658,297. BioSante anticipates that
its operating losses will continue for the foreseeable future.
General and administrative expenses increased from $201,893 during the
three month period ended March 31, 1999 to $301,175 during the three month
period ended March 31, 2000. Research and development expenses increased from
$171,022 during the three month period ended March 31, 1999 to $191,175 during
the three month period ended March 31, 2000. BioSante expects to continue to
incur significant expenses, primarily relating to its research and development
activities. Management estimates that it is currently expending approximately
$100,000 to $125,000 per month on research and development activities.
BioSante's research and development expenditures, however, may fluctuate from
quarter-to-quarter and year-to-year depending on the resources available and its
development schedule. Results of studies, clinical trials, regulatory decisions
and competitive developments also may influence its expenditures. BioSante is
required under the terms of its license agreement with the University of
California to have available certain amounts of funds for research and
development activities. In the event, however, BioSante is able to in-license or
otherwise acquire drugs in the late-stage development phase or drugs already on
the market, it is likely that its research and development and total expenses
would increase significantly.
Interest income increased from $25,735 during the three month period
ended March 31, 1999 to $60,382 during the three month period ended March 31,
2000. BioSante expects interest income to continue to decline in future periods
as it uses cash for operations.
LIQUIDITY AND CAPITAL RESOURCES
To date, BioSante has consistently raised equity financing to fund its
activities, and BioSante expects to continue this practice to fund its
ongoing activities. Since inception, BioSante has raised net proceeds of
approximately $9.1 million from private equity financings, class A and class C
stock conversions and warrant exercises.
BioSante's cash and cash equivalents were $4,812,490 and $5,274,552
at March 31, 2000 and December 31, 1999, respectively. The decrease in
BioSante's cash balance is due to cash used in operating activities as
described above.
BioSante did not have any material commitments for capital expenditures
as of March 31, 2000. BioSante has several financial commitments, including the
minimum annual lease payments and payments under the license agreement with the
University of California.
BioSante currently does not have sufficient resources to complete the
commercialization of any of its proposed products or to carry out its business
strategy or to meet the financial commitments described above. Therefore,
BioSante will likely need to raise additional capital to fund its operations
sometime in the future. BioSante expect that its cash balance of approximately
$4.8 million as of March 31, 2000 will be sufficient to fund its operations
through at least June 2002. BioSante has based this estimate, however, on
assumptions that may prove to be wrong. As a result, BioSante may need to obtain
additional financing prior to that time. In addition, BioSante may need to raise
additional capital at an earlier time to fund its ongoing research and
development activities, acquire new products or take advantage of other
unanticipated opportunities. BioSante cannot be certain that any financing will
be available when needed. Any additional equity financings may be dilutive to
BioSante's existing shareholders, and debt financing, if available, may involve
restrictive covenants on its business. In addition, if BioSante fails to raise
additional financing as it needs it, BioSante may have to delay or terminate its
own product development programs or pass on opportunities to in-license or
otherwise acquire new products that BioSante believes may be beneficial to its
business.
9
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PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
None.
ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS
During the three months ended March 31, 2000, BioSante has not
issued or sold any securities that were not registered under the
Securities Act of 1933, as amended.
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5 - OTHER INFORMATION
None.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS.
Exhibit
Number Description
------ -----------
27.1 Financial Data Schedule
(b) REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the quarter ended
March 31, 2000.
10
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
BIOSANTE PHARMACEUTICALS, INC.
May 12, 2000
By: /s/ Stephen M. Simes
----------------------------------
Stephen M. Simes
President and Chief Executive Officer
(principal executive officer)
By: /s/ Phillip B. Donenberg
----------------------------------
Phillip B. Donenberg
Chief Financial Officer, Secretary &
Treasurer
(principal financial and accounting officer)
11
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description Location
- -------------- ----------- --------
<S> <C> <C>
27.1 Financial Data Schedule Filed herewith electronically
</TABLE>
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MARCH 31,
2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 4,812
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4,858
<PP&E> 641
<DEPRECIATION> 208
<TOTAL-ASSETS> 5,291
<CURRENT-LIABILITIES> 286
<BONDS> 0
0
0
<COMMON> 17,663
<OTHER-SE> (12,658)
<TOTAL-LIABILITY-AND-EQUITY> 5,291
<SALES> 0
<TOTAL-REVENUES> 60
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 516
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (456)
<INCOME-TAX> 0
<INCOME-CONTINUING> (456)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (456)
<EPS-BASIC> (.01)
<EPS-DILUTED> (.01)
</TABLE>
