UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
[ ] TRANSITION REPORT PURSUANT TO 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ______ to _______
Commission file number 333-05744-LA
------------
ZAP POWER SYSTEMS
- --------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
CALIFORNIA 94-3210624
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
117 Morris Street, Sebastopol, California 95472
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(707) 824-4150
- ---------------------------
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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 X No
--- ---
(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. 2,345,335 shares of common
stock as of October 7, 1997
Transitional Small Business Disclosure Format Yes [ ] No [x]
<PAGE>
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
ZAP POWER SYSTEMS
CONDENSED BALANCE SHEETS
(Unaudited)
September 30,
1997
- --------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash $ 129,385
Receivables 203,734
Inventories 270,151
Prepaid expenses and other assets 86,285
-----------
Total current assets 689,555
-----------
PROPERTY AND EQUIPMENT 140,200
-----------
OTHER ASSETS
Investment in joint venture 66,381
Intangibles, net of accumulated amortization 18,905
of $3,132
Deposits 21,956
-----------
107,242
-----------
Total assets $ 936,997
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 193,437
Accrued liabilities and other expenses 35,475
Customer Deposits 176,050
Notes payable 144,362
Current maturities of long-term debt 8,067
Current maturities of obligations under capital leases 3,583
-----------
Total current liabilities 560,974
-----------
OTHER LIABILITIES
Obligations under capital leases, less current maturities 26,928
-----------
STOCKHOLDERS' EQUITY
Common stock, no par value; 10,000,000 shares
authorized, 2,343,135 shares issued and
outstanding 2,087,361
Accumulated deficit (1,738,266)
-----------
Total stockholders' equity 349,095
-----------
Total liabilities and stockholders' equity $ 936,997
===========
The accompanying notes are an integral part of these financial statements
2
<PAGE>
<TABLE>
ZAP POWER SYSTEMS
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
Quarter ended September 30, Nine Months ended September 30,
1997 1996 1997 1996
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
NET SALES $ 501,025 $ 403,618 $ 1,327,148 $ 852,634
COST OF GOODS SOLD 328,443 278,047 1,035,096 618,225
----------- ----------- ----------- -----------
GROSS PROFIT 172,582 125,571 292,052 234,409
----------- ----------- ----------- -----------
OPERATING EXPENSES
Selling 159,516 152,186 424,887 340,038
General and administrative 136,652 156,776 500,873 362,592
Research and development 66,475 28,239 185,002 58,386
----------- ----------- ----------- -----------
362,643 337,201 1,110,762 761,016
----------- ----------- ----------- -----------
LOSS FROM OPERATIONS (190,061) (211,630) (818,710) (526,607)
----------- ----------- ----------- -----------
OTHER INCOME (EXPENSE)
Interest expense (6,356) (3,607) (22,217) (6,517)
Other 4,185 2,856 9,537 10,278
----------- ----------- ----------- -----------
(2,171) (751) (12,680) 3,761
----------- ----------- ----------- -----------
LOSS BEFORE INCOME TAXES (192,232) (212,381) (831,390) (522,846)
PROVISION FOR INCOME TAXES -- -- -- --
----------- ----------- ----------- -----------
NET LOSS $ (192,232) $ (212,381) $ (831,390) $ (522,846)
=========== =========== =========== ===========
NET LOSS PER COMMON SHARE $ (0.08) $ (0.11) $ (0.37) $ (0.28)
=========== =========== =========== ===========
WEIGHTED AVERAGE OF COMMON
SHARES OUTSTANDING 2,319,328 1,972,094 2,233,385 1,848,479
=========== =========== =========== ===========
<FN>
The accompanying notes are an integral part of these financial statements
</FN>
</TABLE>
3
<PAGE>
<TABLE>
ZAP POWER SYSTEMS
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
Nine months ended September 30,
1997 1996
- --------------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (831,390) $ (522,791)
Adjustments to reconcile net loss to net cash
used by operating activities
Depreciation and amortization 46,024 32,400
Allowance for doubtful accounts (2,538) 4,700
Issuance of common stock for services rendered 67,770 56,000
Changes in:
Receivables (140,286) (28,000)
Inventories (23,581) (86,067)
Prepaid expenses 29,155 --
Deposits 165,981 (1,658)
Accounts payable (107,753) 116,187
Accrued liabilities and other expenses (27,453) 54,034
----------- -----------
Net cash used by operating activities (824,071) (375,195)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of equipment (80,618) (74,639)
Investment in subsidiaries (13,882) --
Patent Defense (13,113) --
----------- -----------
Net cash used by investing activities (107,613) (74,639)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable 30,000 83,362
Proceeds from long-term debt 25,000
Decrease in restricted cash 10,000
Sale of common stock, net of stock offering costs 1,000,405 420,942
Principal repayments on long-term debt (9,409) (4,600)
Payments on obligations under capital leases (9,509) (3,380)
Principal repayments on note payable (122,000) 10,000
----------- -----------
Net cash provided by financing activities 899,487 531,324
----------- -----------
NET INCREASE/(DECREASE) IN CASH (32,197) 81,490
CASH, beginning of period 161,582 21,800
----------- -----------
CASH, end of period $ 129,385 $ 103,290
=========== ===========
<FN>
The accompanying notes are an integral part of these financial statements
</FN>
</TABLE>
4
<PAGE>
ZAP POWER SYSTEMS
NOTES TO THE INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS
(1) Basis of Presentation
The financial statements included in this Form 10-QSB have been prepared by the
Company, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted, pursuant to such rules and
regulations, although management believes the disclosures are adequate to make
the information presented not misleading. The results of operations for any
interim period are not necessarily indicative of results for a full year. These
statements should be read in conjunction with the financial statements and
related notes included in the Company's Annual Report on Form 10-KSB for the
year ended December 31, 1996.
The financial statements presented herein as of September 30, 1997 and September
30, 1996, and for the interim results of operations for the three months and
nine months ended September 30, 1997 and September 30, 1996 reflect, in the
opinion of management, all material adjustments consisting only of normal
recurring adjustments necessary for a fair presentation of the financial
position, results of operations and cash flow for the interim periods.
The net loss per common share is based on the weighted average number of common
shares outstanding in each period. Common stock equivalents associated with
stock options have been excluded from the weighted average shares outstanding
since the effect of these securities would be anti-dilutive.
(2) - RECEIVABLES
September 30, 1997
------------------
Trade accounts receivable $ 217,596
Less allowance for doubtful accounts (13,862)
---------
$ 203,734
=========
(3) - INVENTORIES
September 30, 1997
------------------
Raw materials $ 181,834
Work-in-process 68,536
Finished goods 19,781
---------
$ 270,151
=========
(4) - PROPERTY AND EQUIPMENT
September 30, 1997
------------------
Demonstration items $ 79,638
Machinery and equipment 45,122
Equipment under capital leases 45,940
Office furniture and fixtures 37,985
Computers 19,135
Leasehold improvements 10,432
Vehicle 4,300
---------
242,552
Less accumulated depreciation and amortization (102,352)
---------
$ 140,200
=========
5
<PAGE>
(5) - NOTES PAYABLE
September 30, 1997
------------------
Notes to stockholders, with interest at 12%;
interest and principal due when the
notes mature in November and December,
1997. The note holders have been issued
warrants to purchase, in the aggregate,
21,800 shares of common stock at $5.25
per share through October, 1999. $ 109,000
Notes to a stockholder, with interest at 10%;
principal and interest is due when the
notes mature in December, 1997;
unsecured 35,362
-----------
$ 144,362
===========
(6) - COMMON STOCK
In November 1996, the Company began offering for sale, directly to the public,
500,000 shares of common stock at $5.25 per share. The net proceeds from the
sale are to be used to retire certain debt, increase manufacturing capacity, and
provide working capital for new product development and general purposes.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Special Note Regarding Forward-Looking Statements
Certain statements in this Form 10-QSB, including information set forth
under this Item 2. "Management's Discussion and Analysis of Financial Condition
and Results of Operations" constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995 (the "ACT"). ZAP
Power Systems (the "Company") desires to avail itself of certain "safe harbor"
provisions of the Act and is therefore including this special note to enable the
Company to do so. Forward-looking statements included in this Form 10-QSB or
hereafter included in other publicly available documents filed with the
Securities and Exchange Commission, reports to the Company's stockholders and
other publicly available statements issued or released by the Company involve
known and unknown risks, uncertainties, and other factors which could cause the
Company's actual results, performance (financial or operating) or achievements
to differ from the future results, performance (financial or operating) or
achievements expressed or implied by such forward looking statements. Such
future results are based upon management's best estimates based upon current
conditions and the most recent results of operations.
Overview
The Company designs, assembles, manufactures and distributes electric
bicycle power kits, electric bicycles and tricycles, and other low-power
electric transportation vehicles. Historically, unit sales have been
approximately 65% kits and 35% electric bicycles. Dollar sales have been 50%
kits and 50% electric bicycles.
The Company sells its electric bicycles and kits to retail customers,
police departments, electric utility companies, bicycle dealerships and mail
order catalogs. Net revenue is net of returns. The Company sells to the mail
order catalogs and selected customers on credit with net 30-day terms. Many of
the bicycle dealerships are sold cash on delivery. The retail sales are
primarily paid for with a credit card or personal check before shipment of the
product.
The Company manufactures an electric motor system that is sold as a kit
to be installed by the customer on their own bicycle. The Company also installs
the motor system on bicycles that the Company buys. The Company then sells the
complete electric bicycle to the customer. The Company purchases complete
bicycles from various bicycle manufacturers for use with the Company's electric
motor system. The Company manufactures the electric motor kit, which has
approximately 62 unique parts. The manufacturing of the electric motor kit and
the
6
<PAGE>
installation of the motor systems to the bicycles are done at its Sebastopol
location. The electric motors are purchased from an original equipment
manufacturer (OEM) in the auto and air-conditioning industry. The Company is
using one vendor for its motors, although there are other companies that could
be used with slight modifications to the motor support brackets. The batteries
are standard batteries used in the computer and security industries for power
interrupt systems. The electronic system uses standard electronic components.
U.P.S. and Federal Express usually ship the electric motor kits and
electric bicycles sold by ZAP. Larger quantity orders to wholesale distributors
are shipped common carrier. The Company has developed long term purchase
arrangements with its key vendors. The Company has no contractual relationships
with any of its vendors.
The Company recently began manufacturing an electric scooter known as the
"Zappy". The patent on this product is currently pending. Sixty orders have been
received on this product which is expected to be available some time in
December.
The Company as of September 30, 1997 had a $180,949 sales backlog. The
company expects to fill these orders within the next 60 days. Additionally, a
contract with Central and South West Services, Inc., is in progress subject to
SEC approval. The finalized documentation with the effective date will determine
if and when SEC approval is granted. The contract is for $500,000 in products
beginning in the fourth quarter of 1997 and extending out through the middle of
1998. The company also has purchase orders in hand in excess of $1Million.
Although these purchase orders are in hand, no assurance can be made that either
the Central and South West or the others will be less than their orders.
The Company's growth strategy is to increase net sales by augmenting its
marketing and sales force, and by increasing distribution channels through
retail organizations and wholesale distributors both domestically and overseas.
The company is also working on setting up franchise stores to assist in the
retail sales arena. Currently California and Florida have been the only states
with approval for this venture. The Company will continue to increase its
production capability to meet the increasing demand for its product. The Company
will continue to develop the product so that it is the low cost leader in the
industry. Product improvements and new product introductions will continue to
enlarge ZAP's presence in the electric vehicle industry.
Results of Operations
<TABLE>
The following table sets forth, as a percentage of net sales, certain
items included in the Company's Income Statements (see Financial Statements and
Notes) for the periods indicated:
<CAPTION>
Quarter ended September 30, Nine months ended September 30,
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Statements of Income Data:
Net sales........................................ 100.0% 100.0% 100.0% 100.0%
Cost of sales.................................... 65.6 68.9 78.0 72.5
Gross profit (Loss).............................. 34.4 31.1 22.0 27.5
Operating expenses.............................. 72.4 83.5 83.7 89.3
Loss from operations............................. (38.0) (52.4) (61.7) (61.8)
Other income (expense).......................... (0.4) ( 0.2) (1.0) 0.5
Loss before income taxes......................... (38.4) (52.6) (62.7) (61.3)
Provision for income taxes....................... 0.0 0.0 0.0 0.0
Net loss......................................... (38.4) (52.6) (62.7) (61.3)
</TABLE>
Quarter Ended September 30, 1997 Compared to Quarter Ended September 30, 1996
Net sales for the quarter ended September 30, 1997, were $501,025 compared to
$403,618 in the prior year, an increase of $97,407 or 24%. The increase in sales
is primarily attributed to sales of complete electric bicycles, electric motor
kits, and scooters.
Gross profit (loss). Gross profit increased as a percentage of net sales to
34% from 31%. The total gross profit increased $47,011 or 37%. This increase is
due to improved cost efficiency and stronger inventory controls.
7
<PAGE>
Selling expenses in the quarter ended September 30, 1997 were $159,519 as
compared to $152,186 for the quarter ended September 30, 1996. This was an
increase of $7,333 or 5% from 1996 to 1997. As a percentage of sales, selling
expenses decreased from 38% of sales to 32% of sales. This was due to an
increase in sales compared to the 1996 period.
General and administrative expenses for the quarter ended September 30,
1997 were $136,652. This is a decrease of $20,124 or 13% from 1996. As a
percentage of sales, general and administrative expense decreased to 27% from
39% of net sales. Expense decreases during the 3rd quarter of 1997 as compared
to the 3rd quarter of 1996 resulted from reduced personnel needs and greater
cost controls.
Research and development increased $38,236 or 135% in the 3rd quarter of
1997 as compared to the 3rd quarter of 1996. As a percentage of net sales it
increased to 13% of sales in the 3rd quarter of 1997 as compared to 7% of sales
in the 3rd quarter of 1996. The expense increase in the 3rd quarter of 1997 was
due to increased efforts to create new products including the new "Zappy" to be
introduced in December as well as products for the China Market. Additionally,
the company is renting a second building for the Research and Development group.
Other income (expense) decreased $1,420 or 189% in the 3rd quarter of 1997
as compared to 1996. This decrease was due to interest expense increasing $2,749
in the third quarter of 1997 as compared to 1996.
Nine Months Ended September 30, 1997 Compared to Nine Months Ended September 30,
1996
Net sales for the nine months ended September 30, 1997, were $1,327,148
compared with $852,634 in the nine months ended September 30, 1996, an increase
of $474,514 or 56%. The increase in sales is attributed to sales of both
complete electric bicycles and electric motor kits to a large bicycle company.
The company has also increased its sales impact overseas.
Gross profit (loss). Gross profit decreased as a percentage of net sales,
from 27% to 22%. The total gross profit increased $57,643 or 25%. The gross
profit as a percentage of sales decrease was due to the earlier liquidation of
the 1996 models in January of 1997, additional manufacturing costs associated
with the startup of the 1997 models, and the additional assembly costs
associated with the production of the new single motor bicycle.
Selling expenses in the nine months ended September 30, 1997 were $424,887.
This was an increase of 84,849 or 25% from the same period in 1996. As a
percentage of sales, selling expenses decreased from 40% of sales to 32% of
sales. This was due to a greater percentage of increased sales in comparison to
the dollars spent on selling costs.
General and administrative expenses for the nine months ended September 30,
1997 were $500,873. This is an increase of $138,281 or 38% from 1996. As a
percentage of sales, general and administrative expenses decreased from 43% to
38% of net sales. Expense increases during the nine months ended September 30,
1997 as compared to the nine months ended September 30, 1996 resulted from the
expense increases in accounting and administration to support the Company's
sales growth, increases in sales and corporate development, and legal fees
associated with opening ZAP electric vehicle franchise outlet stores.
Research and development increased $122,616 or 217% in the nine months
ended September 30, 1997, as compared to the nine months ended September 30,
1996. As a percentage of net sales it increased to 14% of sales in the nine
months ended September 30, 1997 as compared to 7% of sales in the nine months
ended September 30, 1996. The expense increase in the nine months ended
September 30, 1997 was related to development of the "Zappy" that will be
introduced in December, the new single motor electricruizer, the new worldbike,
and vehicles for the China market.
Other income (expense) decreased $16,441 or 437% in the nine months ended
September 30, 1997 compared to the nine months ended September 30, 1996. This
decrease was due to interest expense increasing $15,700 in the nine months ended
September 30, 1997 as compared to the nine months ended September 30, 1996.
8
<PAGE>
Liquidity and Capital Resources
In the nine months ended September 30, 1997 the Company had a cash deficit
of $831,390 from operations as compared to a cash deficit of $522,791 in the
nine months ended September 30, 1996. In order to meet all of the Company's
operating expenses the Company relied on the sales of common stock and issuing
notes payable.
In the nine months ended September 30, 1997 the Company raised a total of
$1,000,405 from common stock sales and $30,000 from the issuance of notes
payable. In the nine months ended September 30, 1996 the Company raised $420,942
from stock sales and $83,362 from the issuance of notes payable. The Company was
cleared by the SEC to sell public shares on November 29, 1996. The funds
received from this direct public offering in the nine months ended September 30,
1997 were utilized to pay down accounts payable and accrued expenses and to pay
the Company's operating expenses.
At September 30, 1997 and 1996, the Company had a working capital of
$128,581 and ($46,308) respectively. As of September 30, 1997, the Company had
total current assets of $689,555, including cash of $129,385, accounts
receivable of $203,784, inventories of $270,151, and prepaid expenses of
$86,285. The Company's current liabilities as of September 30, 1997 were
$560,974, including accounts payable and accrued expenses of $228,912, notes
payable of $144,362 and $11,650 of current maturity of long-term debt and
leases. The balance of notes payable issued in November and December of 1996 in
the amount of $109,000 are due in November and December of 1997. These note
holders were granted a total of 21,800 warrants. The proceeds from this
placement went to fund increased inventory levels, accounts receivables, capital
expenditures and the Company's public stock offering expenses. The balance of
notes payable $35,362, was an unsecured note with an interest rate of 10%. This
note is due in December of 1997. Deposits from customers as of September 30,
1997 include a prepayment from a large bicycle manufacturer paid to the Company
per the terms of the purchase order from them.
The Company had net cash provided by financing activities of $899,487 for
the nine months ended September 30, 1997, and $531,324 for the nine months ended
September 30, 1996. Net cash provided by financing activities for the nine
months ended September 30, 1996 was from notes payable proceeds of $83,362, a
bank loan of $25,000, and sale of common stock of $420,942. Net cash provided by
financing activities for the nine months ended September 30, 1997 was $30,000
from notes payable, $1,000,405 from the sale of common stock, less $122,000 of
repayments of notes payable, bank debt and lease obligations and the elimination
of restricted cash required on the notes payable.
The bank loan with Wells Fargo Bank (March 1996) had an initial principal
balance of $25,000 amortized over 2 years at an interest rate of 15%. The note,
with a balance of $8,067 as of September 30, 1997, will be paid off by March of
1998. The equipment leases with AT&T Credit Corporation (July 1996 & May 1997)
had an total balance of $45,930 for all three leases with monthly payments of
$1,654 for three years. The new lease with AT&T that began in May was for a
forklift used by the production area.
The Company's primary capital needs are to fund its growth strategy, which
includes increasing its net sales, increasing distribution channels, introducing
new products, improving existing product lines and development of strong
corporate infrastructure.
Recent Accounting Pronouncements
During October 1995, the Financial Accounting Standards Board issued
Statement No. 123, "Accounting for Stock-Based Compensation" ("SFAS No. 123"),
which established a fair value-based method of accounting for stock-based
compensation plans. The Company is currently following the requirements of
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees."
Seasonality and Quarterly Results
The Company's business is subject to seasonal influences similar to the
bike industry. Sales volumes in the bicycle industry typically slow down during
the winter months, November to March, in the U.S.
9
<PAGE>
Inflation
The Company's raw materials are sourced from stable cost competitive
industries. As such, the Company does not foresee any material inflationary
trends for its raw material sources.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
There were no material proceedings pending in which the Registrant was
named as a party.
Item 2. Changes in Securities
There were no changes in rights of securities holders.
Item 3. Defaults Upon Senior Securities
There were no defaults upon senior securities.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to the vote of security holders.
Item 5. Other Information
There were no major contracts signed during the period.
Item 6. Exhibits and Reports on Form 8-K
No reports on Form 8-K were filed during the quarter.
10
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ZAP POWER SYSTEMS
- ----------------------------------
(Registrant)
Date ______________ __________________________________________
James McGreen - President and Director
Date ______________ __________________________________________
Gary Starr - Managing Director
11
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ZAP POWER SYSTEMS FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 129,385
<SECURITIES> 0
<RECEIVABLES> 217,596
<ALLOWANCES> (13,862)
<INVENTORY> 270,151
<CURRENT-ASSETS> 689,555
<PP&E> 242,552
<DEPRECIATION> (102,352)
<TOTAL-ASSETS> 936,997
<CURRENT-LIABILITIES> 560,974
<BONDS> 8,067
0
0
<COMMON> 2,087,361
<OTHER-SE> (1,738,266)
<TOTAL-LIABILITY-AND-EQUITY> 936,997
<SALES> 1,327,148
<TOTAL-REVENUES> 1,336,685
<CGS> 1,035,096
<TOTAL-COSTS> 1,110,762
<OTHER-EXPENSES> 0
<LOSS-PROVISION> (2,538)
<INTEREST-EXPENSE> 22,217
<INCOME-PRETAX> (831,390)
<INCOME-TAX> 0
<INCOME-CONTINUING> (831,390)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (831,390)
<EPS-PRIMARY> (0.37)
<EPS-DILUTED> 0.00
</TABLE>
