<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended 9/30/97
Commission file number 000-22775
NEWRIDERS, INC.
________________________________________________________________
(Exact name of small business issuer as specified in its charter)
Nevada 77-0390222
_______________________________ ____________________________
(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)
567 San Nicolas Drive, Suite 400
Newport Beach, California 92660
________________________________________
(Address of principal executive offices)
(714) 718-4630
________________________________________________
(Issuer's telephone number, including area code)
Check whether the issuer (1) 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
(The issuer became subject to such filing requirements less than 90 days
ago on August 29, 1997, and has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 since August 29,
1997).
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
As of November 11, 1997, the issuer had outstanding 16,976,425 shares of
its Common Stock, $0.001 par value.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The unaudited consolidated balance sheet of Newriders, Inc., a Nevada
corporation (the "Company"), as of September 30, 1997 and the related audited
consolidated balance sheet of the Company as of December 31, 1996, the
unaudited related consolidated statements of operations, stockholders' equity
and cash flows for the three and nine month periods ended September 30, 1997,
and the notes to the financial statements are attached hereto as Appendix "A"
and incorporated herein by reference.
The accompanying financial statements reflect all adjustments which are,
in the opinion of management, necessary to present fairly the financial
position of the Company consolidated with Newriders Limited, a California
corporation, the Company's wholly-owned subsidiary.
Newriders, Inc. was organized on July 13, 1995 under the name of American
Furniture Wholesale, Inc. Newriders Limited was formed on November 8, 1994 in
the State of California. Newriders, Inc. and Newriders Limited entered into a
Plan of Reorganization on June 28, 1996, whereby Newriders, Inc. acquired 100%
of the outstanding Common Stock of Newriders Limited in exchange for
13,250,000 shares of the common stock of Newriders, Inc. to the former
shareholders of Newriders Limited (the "Reorganization"). In connection with
the Reorganization, the Company amended its Articles of Incorporation
effective July 1, 1996 to change its name to Newriders, Inc. Throughout this
document the "Company" shall mean the combined entities of Newriders, Inc. and
its subsidiary, Newriders Limited.
The acquisition of Newriders Limited was recorded as a recapitalization
of Newriders Limited, whereby Newriders Limited is treated as the surviving
entity for accounting purposes.
Newriders Limited owns and operates an Easyriders Cafe Restaurant, an
Easyriders Apparel and Merchandise Store, and an Easyriders Motorcycle and
Accessory Shop in Fresno, California. In May 1997, the Company opened its
second location in Myrtle Beach, South Carolina, which consists of a cafe and
apparel store. A separate motorcycle sales and service facility is under
construction at a site nearby in Myrtle Beach, South Carolina.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Results of Operations.
During the three months ended September 30, 1997, the Company experienced
a net loss in the amount of $407,567, in contrast to the net loss of $163,313
for the three months ended September 30, 1996. The Company's net loss for the
nine month period ended September 30, 1997 was $1,292,870, as compared with
the net loss of $195,757 incurred in the nine months ended September 30, 1996.
Earnings (loss) per share were approximately ($0.02) for the three months
ended September 30, 1997, and approximately ($0.08) for the nine months ended
September 30, 1997.
The Company attributes its net loss incurred during the three month
period ended September 30, 1997 to the costs associated with opening a new
restaurant in Myrtle Beach, South Carolina in May, 1997, including significant
advertising and promotional costs and employee training expenses incurred in
the third quarter 1997. The Company attributes its net loss incurred during
the nine month period ended September 30, 1997 to the increase in overhead for
accounting, legal and professional fees related to becoming a public reporting
company, and costs associated with the opening of the Myrtle Beach restaurant
in May, 1997.
Total sales for the three months ended September 30, 1997 were
$1,277,473, up $1,001,085 (362%) from the $276,388 reported for the three
months ended September 30, 1996. Total sales for the nine month period ended
September 30, 1997 were $2,426,584, an increase of $2,150,196 (778%) over the
$276,388 reported for the nine month period ended September 30, 1996. Total
sales for all reported periods were comprised of income from sales of
restaurant items, Easyriders apparel and merchandise, and motorcycle
accessories.
Cost of sales for the three months ended September 30, 1997 was $376,270,
or approximately 29% of total sales. Cost of sales for the three months ended
September 30, 1996 was $98,251, or approximately 36% of total sales. Cost of
sales of $1,095,227 represented approximately 45% of total sales for the nine
months ended September 30, 1997, and cost of sales of $98,251 represented
approximately 36% of total sales for the nine months ended September 30, 1996.
Cost of sales consists primarily of the cost of food, alcoholic and non-
alcoholic beverages, apparel, motorcycle parts and accessories and direct
labor costs.
Gross margin for the three months ended September 30, 1997 was $901,203,
up $723,066 from the $178,137 reported for the three months ended September
30, 1996. Gross margin for the nine months ended September 30, 1997 was
$1,331,357, up $1,153,220 from the $178,137 reported for the nine months ended
September 30, 1996. These increases reflect primarily the Company's increased
sales volume associated with opening the Company's second location in Myrtle
Beach, South Carolina in May, 1997.
Selling, general and administrative expenses for the three months ended
September 30, 1997, were $1,268,755, up $929,964 from the $338,791 reported
for the three months ended September 30, 1997. Selling, general and
administrative expenses for the nine months ended September 30, 1997, were
$2,514,213, up $2,147,918 from the $366,295 reported for the same period in
1996. The primary components of selling, general and administrative expenses
for the three months ended September 30, 1997 include expenses associated with
public relations, investor relations, corporate accounting and legal services,
travel, lodging, advertising and local event promotions relating to the
opening of the Myrtle Beach Easyriders Cafe.
The primary components of selling, general and administrative expenses
for the nine months ended September 30, 1997 include expenses associated with
public relations, corporate accounting and legal services, travel, lodging,
advertising, local event promotions relating to the opening of the Myrtle
Beach Easyriders Cafe, and continuing advertising and promotion activities to
increase public awareness and support of the Fresno, California Easyriders
Cafe.
General and administrative expenses should generally be viewed as likely
to recur in the normal course of business, although the amounts of such
expenditures will vary.
Balance Sheet Information
Assets
As of September 30, 1997, the Company reported total assets of
$3,346,024, up $1,170,958 from the $2,175,066 reported as of December 31,
1996. Total current assets as of September 30, 1997 were $799,318, up
$192,346 from the $606,972 reported as of December 31, 1996. Property and
equipment - net was $2,227,902 as of September 30, 1997, up $903,680 from the
$1,324,222 reported as of December 31, 1996. Total other assets were $318,804
as of September 30, 1997, up $74,932, from the $243,872 reported as of
December 31, 1996. The change in total assets reflects primarily an increase
in property and equipment - net and an increase in inventory associated with
acquiring additional equipment and inventory for the opening of the Company's
second location in Myrtle Beach, South Carolina.
The change in current assets during the nine months ended September 30,
1997, reflects an increase in cash and cash equivalents of $36,292, an
increase of inventory of $138,085, and an increase in prepaid expenses of
$17,954. Prepaid expenses reflect travel expenses and prepaid lodging for the
employee team deployed from Fresno to Myrtle Beach to open the new cafe there
and to hire and train new employees.
Property and equipment - net consists primarily of furniture and
fixtures, including chairs, tables, barstools, stoves, coolers, work tables,
silverware, glassware, dish washing machines, refrigerators, ice machines,
lighting fixtures and other miscellaneous items.
Other assets consist of deferred charges - net and deposits. Deferred
charges - net primarily reflect prepaid license fees and organizational costs
net of accumulated amortization. Deposits consist of rent deposits and
deposits on leased equipment, furniture and fixtures.
Liabilities
Total current liabilities increased $558,590, from $207,708 as of
December 31, 1996, to $766,298 as of September 30, 1997. The largest
component of current liabilities is accounts payable, which increased $512,582
from $154,975 as of December 31, 1996, to $667,557 as of September 30, 1997.
This reflects the opening of the Myrtle Beach Easyriders Cafe and the
associated accounts receivable related to the tenant improvements and
inventory required prior to opening of Cafe to the public. Other increases in
current liabilities during the nine month period ended September 30, 1997 were
$15,517 in accrued expenses and $30,491 in customer deposits.
Long-term liabilities increased $232,154 from $31,566 as of December 31,
1996 to $263,720 as of September 30, 1997. The increase in long-term
liabilities was associated with the origination of a loan payable with a
balance of $234,850 as of September 30, 1997.
Liquidity and Capital Resources - September 30, 1997
The Company received infusions of a significant amount of capital during
the nine month period ended September 30, 1997. Prior to becoming officers
and directors of the Company, the Company's Chief Executive Officer and the
Company's Executive Vice President each purchased 192,300 shares of the
Company's common stock at an average cost of $1.30 per share for cash
consideration totaling $250,000 each. An unrelated party converted
approximately $550,000 of debt to 234,429 shares of the Company's
common stock representing an average purchase price of $2.35 per share. Other
capital contributions by existing shareholders during this period of time
totaled $373,084. The Company also received approximately $250,000 of
services rendered in satisfaction of a common stock subscription receivable.
The Company's stockholders' equity increased $380,214 in the nine months
ended September 30, 1997, from $1,935,792 reported as of December 31, 1996 to
$2,316,006 reported as of September 30, 1997. The increase reflects an
infusion of approximately $1,673,084 in equity capital (including $250,000 of
services) reported for the nine month period less a net loss of approximately
$1,292,870 for the same period.
The Company's most significant cash needs in 1997 include working capital
to improve current restaurant operations in Fresno, California and Myrtle
Beach, South Carolina, and to investigate and negotiate terms and conditions
for additional sites for Easyriders Cafes.
ANY FORWARD-LOOKING STATEMENTS INCLUDED IN THIS FORM 10-QSB REFLECT
MANAGEMENT'S BEST JUDGMENT BASED ON FACTORS CURRENTLY KNOWN AND INVOLVE RISKS
AND UNCERTAINTIES. ACTUAL RESULTS MAY VARY MATERIALLY.
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
On July 8, 1997, the Annual Meeting of the Shareholders of the Company
was held, at which the following persons were elected or re-elected as
directors of the Company by the votes indicated:
No. of
Votes Against Abstentions and
Name Votes For or Withheld Broker Non-Votes
John E. Martin 12,203,621 0 0
William R. Nordstrom 12,203,621 0 0
Michael T. Purcell 12,203,621 0 0
Leon Hatcher 12,203,621 0 0
C.W. Doyle 12,203,621 0 0
There were 16,728,951 shares outstanding and entitled to vote at the July
8, 1997, Annual Shareholder Meeting, of which 12,203,621 shares were
represented at the meeting.
Item 6. Exhibits and Reports on Form 8-K.
(a) There are no exhibits included with this report.
(b) The Company has filed no reports on Form 8-K during the quarter
ended September 30, 1997.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
NEWRIDERS, INC.
(Registrant)
Date: November 12, 1997 By: /s/ William R. Nordstrom
William R. Nordstrom
Principal Financial Officer and
Chief Accounting Officer
NEWRIDERS, INC. AND SUBSIDIARY
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1997 and December 31, 1996
[Letterhead of Jones, Jensen & Company appears here]
To the Board of Directors
Newriders, Inc. and Subsidiary
Fresno, California
The accompanying consolidated balance sheet of Newriders, Inc. and Subsidiary
as of September 30, 1997 and the related consolidated statements of
operations, stockholders' equity, and cash flows for the three and nine months
ended September 30, 1997 and 1996 were not audited by us and, accordingly, we
do not express an opinion on them. The accompanying consolidated balance
sheet of Newriders, Inc. and subsidiary as of December 31, 1996 was audited by
us and we expressed an unqualified opinion on it in our report dated June 3,
1997
Jones, Jensen & Company
November 7, 1997
50 South Main Street, Suite 1450, Salt Lake City, Utah 84144
Telephone (801) 328-4408, Facsimile (801) 328-4461
NEWRIDERS, INC. AND SUBSIDIARY
Consolidated Balance Sheets
<TABLE>
ASSETS
September 30, December 31,
1997 1996
------------- ------------
(Unaudited)
CURRENT ASSETS
<S> <C> <C>
Cash and cash equivalents $ 56,339 $ 20,047
Accounts receivable 15 -
Inventory 722,975 584,890
Prepaid expenses 19,989 2,035
--------- ---------
Total Current Assets 799,318 606,972
--------- ---------
PROPERTY AND EQUIPMENT - Net 2,227,902 1,324,222
--------- ---------
OTHER ASSETS
Deferred charges - net 265,589 227,494
Deposits 53,215 16,378
--------- ---------
Total Other Assets 318,804 243,872
--------- ---------
TOTAL ASSETS $3,346,024 $ 2,175,066
========= ==========
</TABLE>
NEWRIDERS, INC. AND SUBSIDIARY
Consolidated Balance Sheets (Continued)
<TABLE>
LIABILITIES AND STOCKHOLDERS' EQUITY
September 30, December 31,
1997 1996
------------- ------------
(Unaudited)
<S> <C> <C>
CURRENT LIABILITIES
Accounts payable $ 667,557 $ 154,975
Accrued expenses 40,527 25,010
Customer deposits 30,491 -
Current obligation under capital lease 27,723 27,723
--------- --------
Total Current Liabilities 766,298 207,708
--------- --------
LONG-TERM LIABILITIES
Loan payable 234,850 -
Obligation under capital lease,
Less current portion 28,870 31,566
--------- --------
Total Long-Term Liabilities 263,720 31,566
--------- --------
STOCKHOLDERS' EQUITY
Common stock; 25,000,000 shares
authorized of $0.001 par value;
16,945,029 and 16,326,000 shares
issued and outstanding,
respectively 16,945 16,326
Additional paid-in capital 5,414,073 3,991,608
Common stock subscription receivable (750,000) (1,000,000)
Accumulated deficit (2,365,012) (1,072,142)
---------- ----------
Total Stockholders' Equity 2,316,006 1,935,792
---------- ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 3,346,024 $ 2,175,066
========== ==========
</TABLE>
NEWRIDERS, INC. AND SUBSIDIARY
Consolidated Statements of Operations
(Unaudited)
<TABLE>
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
-------------------------- -------------------------
1997 1996 1997 1996
------------ ---------- ------------ -----------
<S>
<C> <C> <C> <C>
SALES $ 1,277,473 $ 276,388 $2,426,584 $ 276,388
COST OF SALES 376,270 98,251 1,095,227 98,251
---------- --------- --------- ---------
GROSS MARGIN 901,203 178,137 1,331,357 178,137
---------- --------- --------- ---------
EXPENSES
Selling, general
and administrative 1,268,755 338,791 2,514,213 366,295
Depreciation and
amortization 34,700 4,940 99,338 9,880
--------- ------- --------- -------
Total Expenses 1,303,455 343,731 2,613,551 376,175
--------- ------- --------- -------
Loss from
Operations (402,252) (165,594) (1,282,194) (198,038)
--------- -------- --------- -------
OTHER INCOME (EXPENSE)
Interest income 134 - 207 -
Other income 27 2,281 426 2,281
Interest expense (5,476) - (11,309) -
Bad debt expense - - - -
------ ----- ------ -----
Total Other Income
(Expense) (5,315) 2,281 (10,676) 2,281
------ ----- ------ -----
NET LOSS $ (407,567) $ (163,313) $ (1,292,870) $ (195,757)
======== ======= ========= =======
NET LOSS PER
SHARE $ (0.02) $ (0.01) $ (0.08) $ (0.02)
======== ======= ========= =======
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 16,894,137 11,000,000 16,621,175 11,000,000
========== ========== ========== ==========
</TABLE>
NEWRIDERS, INC. AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity
<TABLE>
Common
Common Stock Additional Stock
-------------------- Paid-in Subscription Accumulated
Shares Amount Capital Receivable Deficit
--------- -------- ---------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Balance,
December 31, 1995 11,000,000 $11,000 $ 755,756 $ - $ (35,902)
Issuance of common
stock to acquire
New Riders Limited 4,581,000 4,581 58,110 - -
Common stock issued
through private
placement at $2.50
per share 87,000 87 217,413 - -
Common stock issued
for debt at and
average of $1.36 per
share 158,000 158 214,749 - -
Common stock subscrip-
tion for future goods
and services 400,000 400 999,600 (1,000,000) -
Common stock issued
for services 100,000 100 249,900 - -
Capital contributed
by shareholders - - 1,496,080 - -
Net loss for the year
ended December
31, 1996 - - - - (1,036,240)
--------- ----- --------- ---------- ---------
Balance,
December 31, 1996 16,326,000 16,326 3,991,608 (1,000,000)(1,072,142)
Common stock issued
for cash at an
average of $1.30
per share
(Unaudited) 384,600 385 499,615 - -
Conversion of
convertible notes
into common stock
at an average price
of $2.35 per share
(Unaudited) 234,429 234 549,766 - -
Services rendered in
satisfaction of common
stock subscription
receivable
(Unaudited) - - - 250,000 -
Capital contributions
by shareholders
(Unaudited) - - 373,084 - -
-------- ----- ---------- -------- --------
Balance forward 16,945,029 $16,945 $ 5,414,073 $(750,000) $1,072,142)
---------- ------ ---------- ------- ---------
</TABLE>
NEWRIDERS, INC. AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity (Continued)
<TABLE>
Common
Common Stock Additional Stock
-------------------- Paid-in Subscription Accumulated
Shares Amount Capital Receivable Deficit
-------------------- ---------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Balance forward 16,945,029 $16,945 $ 5,414,073 $(750,000) $(1,072,142)
Net loss for the
nine months ended
September 30,
1997 (Unaudited) - - - - (1,292,870)
---------- ------- ---------- -------- ----------
Balance, September
30, 1997
(Unaudited) 16,945,029 $16,945 $ 5,414,073 $(750,000) $(2,365,012)
========== ====== ========== ======= =========
</TABLE>
NEWRIDERS, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
-------------------------- --------------------------
1997 1996 1997 1996
---------- ---------- ---------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C> <C> <C>
Net loss $ (407,567) $ (163,313) $(1,292,870) $ (195,757)
Adjustments to
reconcile net loss to
net cash used by oper-
ating activities:
Common stock issued
for services 125,000 - 250,000 -
Depreciation and
amortization 34,700 4,940 99,338 9,880
Changes in operating
assets and liabilities:
(Increase) decrease
in accounts receivable 790 (1,009) (15) -
(Increase) decrease in
inventory (132,434) (118,367) (138,085) (137,788)
(Increase) decrease in
deferred charges (54,315) 25,000 (38,095) -
(Increase) decrease in
prepaid expenses (19,989) (4,131) (17,954) -
(Increase) decrease in
deposits (36,837) 1,715 (36,837) 4,929
Increase (decrease) in
cash overdraft (146,814) - - -
Increase (decrease) in
accounts payable and
accrued expenses 29,279 69,639 528,099 74,815
Increase (decrease) in
customer deposits 30,491 - 30,491 -
-------- ------- -------- ------
Net Cash Used by
Operating Activities (577,696) (185,526) (615,928) (243,921)
------- ------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
(Purchase) sale of fixed
assets 29,754 (32,581) (1,003,018) (239,928)
------- ------- --------- -------
Net Cash Used by
Investing Activities 29,754 (32,581) (1,003,018) (239,928)
------- ------- --------- -------
CASH FLOWS FROM FINANCING
ACTIVITIES
Cash provided from sale
of common stock - - 500,000 -
Proceeds from loans
payable 234,850 - 234,850 -
Conversion of
convertible notes
into common stock 300,000 - 550,000 -
Payments on capital
lease obligation - (70,802) (2,696) -
Cash contributions to
capital 69,431 352,062 373,084 521,131
------- ------- ------- -------
Net Cash Provided by
Financing Activities 604,281 281,260 1,655,238 521,131
------- ------- --------- -------
NET INCREASE (DECREASE)
IN CASH 56,339 63,153 36,292 37,282
CASH AT BEGINNING OF
PERIOD - 29,547 20,047 55,418
------- ------- --------- -------
CASH AT END OF PERIOD $ 56,339 $ 92,700 $ 56,339 $ 92,700
======= ======= ========= =======
CASH PAID FOR:
Interest $ 5,476 $ - $ 11,309 $ -
Income taxes $ - $ - $ - $ -
NON CASH FINANCING ACTIVITIES:
Common stock issued
for services $ 125,000 $ - $ 250,000 $ -
</TABLE>
NEWRIDERS, INC. AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
September 30, 1997 (Unaudited) and December 31, 1996
NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying consolidated financial statements have been prepared
by the Company without audit. In the opinion of management, all
adjustments (which include only normal recurring adjustments)
necessary to present fairly the financial position, results of
operations and cash flows at September 30, 1997 and for all periods
presented have been made.
Certain information and footnote disclosures normally included in
consolidated financial statements prepared in accordance with general
accepted accounting principles have been condensed or omitted. It is
suggested that these condensed consolidated financial statements be
read in conjunction with the financial statements and notes thereto
included in the Company's December 31, 1996 audited consolidated
financial statements. The results of operations for the periods ended
September 30, 1997 and 1996 are not necessarily indicative of the
operating results for the full year.
NOTE 2 - MATERIAL EVENTS
In May 1997, the Company opened a new cafe location in Myrtle Beach,
South Carolina with the intention of opening a motorcycle retail and
repair facility at the same location in the near future. The Company
has entered into a ten year lease agreement in conjunction with those
new facilities and has also acquired and leased certain operating
equipment used at this new location. The Company has invested
approximately $1,000,000 in this operation financed primarily by
additional shareholder capital contributions including $600,000
advanced from unrelated parties of which $550,000 has been
converted into 234,429 shares of common stock.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<CIK> 0001023397
<NAME> NEWRIDERS, INC.
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 56,339
<SECURITIES> 0
<RECEIVABLES> 15
<ALLOWANCES> 0
<INVENTORY> 722,975
<CURRENT-ASSETS> 799,318
<PP&E> 2,327,240
<DEPRECIATION> 99,338
<TOTAL-ASSETS> 3,346,024
<CURRENT-LIABILITIES> 766,298
<BONDS> 0
0
0
<COMMON> 16,945
<OTHER-SE> 2,299,061
<TOTAL-LIABILITY-AND-EQUITY> 3,346,024
<SALES> 2,426,584
<TOTAL-REVENUES> 2,426,584
<CGS> 1,095,227
<TOTAL-COSTS> 1,095,227
<OTHER-EXPENSES> 2,612,918
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 11,309
<INCOME-PRETAX> (1,292,870)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,292,870)
<EPS-PRIMARY> (0.08)
<EPS-DILUTED> (0.08)
</TABLE>
