<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15 (d) of
Securities Exchange Act of 1934
For Quarter ended December 31, 1998
Commission File Number 0-23693
- -------------------------------------------------------------------------------
COMPOSITE AUTOMOBILE RESEARCH, LTD.
(Exact name of registrant as specified in its charter)
Alberta, BC 93-1202663
(State of Incorporation) (I.R.S. Employer Identification No.)
635 Front Street
El Cajon, California 92020
(Address of Principal Executive Offices)
(619) 444-7254 Fax: (619) 444-9026
(Registrant's telephone and fax number, including area code)
- -------------------------------------------------------------------------------
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 [ ]
Indicate the number of shares outstanding of each of the issuer's
classes of common stock at the latest practicable date.
As of December 31, 1998, the registrant had 6,033,137 shares of common
stock, no stated par value, issued and outstanding.
<PAGE> 2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
COMPOSITE AUTOMOBILE RESEARCH, LTD. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
DECEMBER 31,
<TABLE>
<CAPTION>
(Unaudited) (Audited)
1998 1997
=========== ===========
ASSETS
<S> <C> <C>
CURRENT ASSETS
Cash ............................................................ $ 2,260 $ 3,913
Accounts receivable ............................................. 39,209 --
Inventory (Note 2) .............................................. 306,958 --
Prepaid expenses and other ...................................... 690 675
----------- -----------
TOTAL CURRENT ASSETS ............................................ 349,117 4,588
----------- -----------
PROPERTY AND EQUIPMENT, net of accumulated depreciation of
$415,647 and $104,137, respectively (Note 3) .................... 1,757,532 440,856
OTHER ASSETS
Note receivable - former stockholder (Note 5) ................... -- 200,000
Prepaid consulting (Note 5) ..................................... -- 100,000
Due from affiliate - Mexico ..................................... 7,435 --
Other ........................................................... 32,088 34,279
----------- -----------
TOTAL OTHER ASSETS .............................................. 39,523 334,279
----------- -----------
TOTAL ASSETS .................................................... $ 2,146,172 $ 779,723
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable ................................................ $ 83,488 $ 140,666
Accrued liabilities ............................................. 13,267 18,774
Advances from related parties (Note 5) .......................... 176,833 117,135
Stock subscriptions (Note 4) .................................... 13,000 --
----------- -----------
TOTAL CURRENT LIABILITIES ....................................... 286,588 276,575
DEFERRED LICENSE FEES (Note 6) ....................................... 40,000
----------- -----------
TOTAL LIABILITIES ............................................... 326,588 276,575
----------- -----------
COMMITMENTS (Note 7)
STOCKHOLDERS' EQUITY
Common stock, no par value, unlimited shares authorized,
6,033,137 and 3,975,531 shares issued and outstanding,
respectively ................................................. 5,534,055 2,593,428
Accumulated deficit ............................................. (3,714,471) (2,090,280)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY ...................................... 1,819,584 503,148
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ...................... $ 2,146,172 $ 779,723
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements
2
<PAGE> 3
COMPOSITE AUTOMOBILE RESEARCH, LTD. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
December 31, December 31,
--------------------------- ---------------------------
(Unaudited) (Unaudited) (Audited)
--------------------------- ---------------------------
1998 1997 1998 1997
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Revenue:
Sales - products ............................. -- 21,250 36,047 31,250
Sales - license fees ......................... -- 96,250 --
---------- ---------- ---------- ----------
Total revenue ................................ -- 21,250 132,297 31,250
Cost of goods sold:
Production costs ............................. 31,804 18,178 76,422 29,766
Factory set up costs ......................... -- 15,524 --
---------- ---------- ---------- ----------
Total cost of goods sold ..................... 31,804 18,178 91,946 29,766
---------- ---------- ---------- ----------
Gross profit (loss) ............................... (31,804) 3,072 40,351 1,484
Operating expenses:
Selling, general and administrative expenses . 161,606 309,503 580,001 667,657
Depreciation & amortization .................. 108,252 25,988 213,898 47,674
---------- ---------- ---------- ----------
Total operating expenses ..................... 269,858 335,491 793,899 715,331
---------- ---------- ---------- ----------
Loss from operations .............................. (301,662) (332,419) (753,548) (713,848)
Other income (expenses):
Interest expense ............................. (1,602) (82) (1,737) (178)
Interest income .............................. 19 38 --
Other (expense) income ....................... (54,300) 3,200 (54,364) 3,200
---------- ---------- ---------- ----------
Total other (expenses) income ................ (55,883) 3,118 (56,063) 3,022
---------- ---------- ---------- ----------
Loss before income taxes .......................... (357,545) (329,301) (809,611) (710,826)
========== ========== ========== ==========
Income taxes ................................. -- -- -- --
Net loss .......................................... (357,545) (329,301) (809,611) (710,826)
========== ========== ========== ==========
Loss per share (Note 1) ........................... (0.06) (0.09) (0.14) (0.20)
========== ========== ========== ==========
Weighted average number of shares outstanding ..... 5,967,765 3,723,389 5,597,480 3,568,752
</TABLE>
See accompanying notes to consolidated financial statements
3
<PAGE> 4
COMPOSITE AUTOMOBILE RESEARCH, LTD. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
SIX MONTHS END
DECEMBER 31,
--------------------------
(Unaudited) (Audited)
----------- ---------
1998 1997
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss ........................................................ $(809,611) $(710,826)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation .......................................... 213,898 47,746
Loss on sale of equipment ............................. 27,504 --
Common stock issued for services ...................... 263,649 --
Common stock issued for equipment ..................... 890,000 --
Changes in assets and liabilities:
Increase in accounts receivable ....................... (39,209) --
Increase in inventory ................................. (63,862) --
Increase in prepaid consulting ........................ (7,435) --
Increase in prepaid others ............................ (1,465) --
Increase in note receivable-former stockholder ........ 107,981 --
(Decrease) in accrued management fees (Note 5) ........ (70,000) --
(Decrease) increase in accounts payable ............... (6,251) 85,585
(Decrease) increase in accounts payable - related party (5,000)
Decrease in stock subscriptions ....................... (326,483)
Decrease (Increase) in accrued liabilities ............ 3,620 11,650
Increase in deferred license fees ..................... 8,750 --
--------- ---------
NET CASH USED IN OPERATING ACTIVITIES ................................ 186,086 (565,845)
--------- ---------
CASH FLOW FROM INVESTING ACTIVITIES
Common stock issued for equipment ............................... (890,000) --
Purchase of property and equipment .............................. (33,991) (192,648)
--------- ---------
NET CASH USED IN INVESTING ACTIVITIES ................................ (923,991) (192,648)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock .......................... 368,502 660,427
Proceeds from stock subscriptions ............................... 63,000 --
Loans - Shareholders ............................................ 62,500 76,699
--------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES ............................ 494,002 737,126
--------- ---------
NET DECREASE IN CASH ................................................. (243,903) (21,367)
CASH AT BEGINNING OF PERIOD .......................................... 246,163 25,280
--------- ---------
CASH AT END OF PERIOD ................................................ $ 2,260 $ 3,913
========= =========
</TABLE>
See accompanying notes to consolidated financial statements
4
<PAGE> 5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
General
In the opinion of management, the accompanying consolidated financial
statements contain all adjustments (consisting of only normal recurring
transactions) necessary to present fairly the Company's consolidated financial
position as of December 31, 1998 and 1997, the results of operations for the
three and six month periods ended December 31, 1998 and 1997 and of cash flows
for the six month periods ended December 31, 1998 and 1997.
While management believes that the disclosures presented are adequate
to make the information not misleading, it is suggested that these consolidated
financial statements be read in conjunction with the consolidated financial
statements and the notes included in the Company's latest annual report on Form
10-KSB.
Organization and Nature of Operations
In January 1996, Composite Automobile Research, Ltd. ("the Company")
was incorporated pursuant to the Alberta Business Corporations Act. The Company
was incorporated to facilitate an initial public offering. Subsequent to
incorporation, the Company acquired Thunder Ranch, Inc., ("Thunder") and World
Transport Authority, Inc. ("WTA"). These acquisitions have been accounted for
under the purchase method with any difference between fair market value of
assets purchased and liabilities assumed being reflected as goodwill.
Subsequently, the Thunder Ranch transactions was reversed. The Company, through
its wholly owned subsidiary, is in the business of designing and licensing
turn-key automobile manufacturing facilities to developing nations and supplying
licenses with all components necessary to manufacture vehicles.
Basis of Consolidation
The accompanying consolidated financial statements include the accounts
of Composite Automobile Research, Ltd. and its wholly owned subsidiary, World
Transport Authority, Inc.
For purposes of these consolidated financial statements, Composite
Automobile Research, Ltd. and its subsidiary will be referred to collectively as
the "Company". All material intercompany transactions and account balances have
been eliminated.
Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities, and reported amounts of
revenues and expenses. Actual results could differ from those estimates.
5
<PAGE> 6
Cash and Equivalents
For purpose of the statements of cash flows, all highly liquid
investments with a maturity of three months or less are considered to be cash
equivalents. There were no cash equivalents as of December 31, 1998 and December
31, 1997.
Inventory
The inventory is valued at the lower of cost or market. Cost is
determined under the first-in, first-out (FIFO) method.
Property and Equipment
Property and equipment are recorded at cost. Depreciation and
amortization of property and equipment is provided using the straight-line
method over the estimated useful lives of five years. The Company's policy is to
evaluate the remaining lives and recoverability in light of current conditions.
It is reasonably possible that the Company's estimate to recover the carrying
amount of property and equipment will change.
Stock Options
The Company adopted a method of accounting for stock-based compensation
as required by Statement of Financial Accounting Standards No. 123 (SFAS No.
123) which allows for two methods of valuing stock-based compensation. The first
method allows for the continuing application of Accounting Principles Board
Opinion No. 25 (APB No. 25) in measuring stock-based compensation, while
complying with the disclosure requirements to value stock compensation and
record as such within the financial statements. The Company will continue to
apply APB No. 25, while complying with SFAS No. 123 disclosure requirements.
Revenue Recognition
The Company offers two types of licenses to manufacture vehicles, a
Manufacturing and Distribution License and a Master License. The Manufacturing
and Distribution License requires the Company to supply manufacturing
facilities, including all components necessary to manufacture vehicles. Revenue
from this type of license is recognized when the Company has performed or
satisfied substantially all material services and conditions relating to the
agreement, which generally occurs when manufacturing facilities begin
operations.
The Master License provides the licensee with the right to sell
Manufacturing and Distribution Licenses. Under this agreement, the licensee pays
all costs associated with any license sold in addition to payment for the Master
License. Revenue from this type of license is recognized when the licensee sells
its first Manufacturing and Distribution License.
Net Loss Per Share
Net loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128 (SFAS No. 128) "Earnings Per Share".
Basic loss per share is computed by dividing losses available to common
stockholders by the weighted average number of common shares outstanding during
the period. Diluted loss per share reflects per share amounts that would
6
<PAGE> 7
have resulted if dilutive common stock equivalents had been converted to common
stock. As of December 31, 1998 and 1997, the Company had stock options
outstanding, each convertible into one share of common stock. The stock options
were not included in the computation of diluted earnings per share for any
periods presented due to their anti-dilutive effects based on net loss reported
each period. Accordingly, basic and fully diluted loss per share is the same for
all periods presented.
Income Taxes
Income taxes are provided for using the liability method of accounting
in accordance with Statement of Financial Accounting Standards No. 109 (SFAS
109), "Accounting for Income Taxes." A deferred tax asset or liability is
recorded for net operating loss carryforwards and all temporary differences
between financial and tax reporting. Deferred tax expense (benefit) results from
the net change during the year of deferred tax assets and liabilities. The
components of the deferred tax asset and liability are individually classified
as current and non-current based on their characteristics.
Deferred tax assets are reduced by a valuation allowance when, in the
opinion of management, it is more likely than not that some portion or all of
the deferred tax assets will not be realized. Deferred tax assets and
liabilities are adjusted for the effects of changes in tax laws and rates on the
date of enactment.
NOTE 2. INVENTORY:
Inventory as of December 31, 1998 and 1997 is comprised of the
following:
<TABLE>
<CAPTION>
1998 1997
-------- --------
<S> <C> <C>
Stocked inventory $ -- $ --
Work in process 306,958 --
Finished goods -- --
-------- --------
$306,958 $ --
======== ========
</TABLE>
NOTE 3. PROPERTY AND EQUIPMENT:
Property and equipment as of December 31, 1998 and 1997 is summarized
as follows:
<TABLE>
<CAPTION>
1998 1997
----------- ---------
<S> <C> <C>
Molds $ 1,800,685 $ 231,881
Demo equipment and vehicles 234,702 232,701
Machinery and equipment 109,834 54,617
Office furniture and equipment 17,164 17,165
Leasehold improvements 10,614 8,629
----------- ---------
Total 2,172,999 544,993
Less accumulated depreciation and amortization (415,647) (104,137)
----------- ---------
Property and equipment, net $ 1,757,532 $ 440,856
=========== =========
</TABLE>
7
<PAGE> 8
NOTE 4. STOCK SUBSCRIPTIONS:
As of December 31, 1998, the balance in stock subscription was $ 13,000
which represent 6,500 shares of the Company's common stock at $2.00 per share.
All shares for these subscriptions were issued subsequent to December 31, 1998.
NOTE 5. RELATED PARTY TRANSACTIONS:
Note Receivable and Prepaid Consulting
On September 27, 1996, the Company sold certain assets and liabilities
to a former stockholder in exchange for a $200,000 note receivable and $100,000
of consulting services. As a result of a court judgement, the Company has
determined it would not receive payment on the $200,000 note receivable or
$100,000 of consulting services. Accordingly, the Company adjusted the balances
to bad debts during the year ended June 30, 1998.
Accrued Management Fees
Accrued management fees, related party, represents a payable to the
Company's treasurer for management services. The accrual is non-interest
bearing, unsecured, and due on demand. On November 24, 1998, the Company's
treasurer resigned his position as a Director, Treasurer, and Secretary of the
Company and agreed to forgive all management fees. The management fees were
accrued in fiscal year-ended 1997 which was reversed in November 1998.
Advances
Advances from related parties at December 31, 1998 and 1997 consist of
amounts loaned to the Company by stockholders. Advances are non-interest
bearing, unsecured, and due on demand. On October 30, 1998, the Company issued
250,000 shares to a stockholder to reduce $62,500.00 loan amount.
NOTE 6. DEFERRED LICENSE FEES:
Deferred license fees as of December 31, 1998 consists of deposits
received from a Manufacturing and Distribution License agreement with an
unrelated party in Mexico and Global Industries Incorporated in Nevada.
On December 4th, 1998, World Transport Authority, Inc. and Global
Industries Incorporated of Carson City, Nevada, entered into a Letter of Intent
to Purchase Master Licenses and Three-automobiles-per day Factories for each of
these nations: Bolivia, Peru, Ecuador, Dominican Republic, El Salvador and
Nicaragua. The total purchase agreed upon is $8,040,000.00 which consists of a
Master Licenses of $3,000,000.00 and manufacturing facilities of $5,040,000.00.
For the Master License, Global was to put a down payment of $600,000.00 to be
paid from October 1998 through March 1999. With the balances of $2,400,000.00
are to be paid over a four-year period quarterly. Out of the $600,000.00 down
payment, a non-refundable deposit of $100,000.00 was to be made during the
months of October, November, and December 1998. As of December 1998, the Company
received $30,000.00, the Company is working with Global Industries to collect
the balance of the deposit and giving management supports to Global to move the
project forward.
8
<PAGE> 9
The Factories portions of the above agreement are to be paid for
through a deposit payment at time of order with the balance due at time of
shipment. Minimums of four plants per year are to be ordered.
NOTE 7. COMMITMENTS:
The Company leases its office facilities and office equipment under
operating leases that expires in July 2002. The office facilities operating
lease provides that the Company pay, in addition to the base rent, 83% of common
area operating expenses as determined by a prorated share of total square
footage of the building. The agreement generally requires the payment of
utilities, real estate taxes, insurance and repairs. Rent expense amounted to
$32,540.00 and $22,500.00 for the three months ended December 31, 1998 and 1997,
respectively. Future minimum lease payments due under these operating leases are
as follows:
<TABLE>
<CAPTION>
Year ending December 31,
<S> <C>
1999 $107,856
2000 107,856
2001 107,856
--------
Total $323,568
========
</TABLE>
NOTE 8. STOCKHOLDERS' EQUITY:
Stock for Services
For the six months ended December 31, 1998, the Company issued 485,867
shares of common stock at $.50 per share to various employees as bonuses.
Additionally, the Company issued 335,000 shares of common stock at an average of
$2.50 per share for certain fixed assets.
NOTE 9. SUBSEQUENT EVENTS:
On January 18, 1999, the CBN Philippines, Inc., the World Transport
Authority's ("WTA") Master License holder for the Republic of the Philippines
has entered a Manufacturing and Distribution License Contracts for the
production and sale of the WorldStar line of utility vehicles in the Republic of
the Philippines with SALAKOT MULTI-PURPOSE COOPERATIVE ("SALAKOT"). The SALAKOT,
a co-op composed of active duty and retired officers of the Philippine Air
Force, holds the exclusive rights for all concessions within the boundaries of
the high profile CLARK SPECIAL ECONOMIC ZONE.
The agreement calls for the SALAKOT to assume the marketing and sales
responsibility for the military, police, and selected major utility companies of
the Philippines. The SALAKOT has signed a contract for the installation of the
three-vehicle-per-day. Manufacturing and Distribution Facility to be in place at
Clark Field, Pampanga, the Philippines. CBN Philippines signed a 10-year term
facilities and operation management contract for the WTA factory.
There were no deposits involved upon the signing of this agreement.
9
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations:
The Company sustained a net loss of $357,545 for the period ended
December 31, 1998 and a net loss of $ 329,301 for the period ended December 31,
1997. Loses were primarily attributable to expenditures for research and
development of the WorldStar(R) vehicle.
Liquidity and Capital Resources:
As of December 31, 1998 the Company had $2,260 cash on hand and in the
bank. The primary costs and operating expenses for the period ended December
31,1998 were: Production costs $ 31,804.00, salaries & wages $101,900.00,
Professional fees $29,570.00, and other operating expenses $138,400.00
As of December 31, 1997, the Company had $3,910 cash on hand and in the
bank. The primary costs and operating expenses for the period ended December 31,
1997 were: production costs $18,180.00, salaries & wages $ 35,690.00, outside
services $178,650.00, and other operating expenses $99,900.00.
Currently, the Company maintains a sufficient positive cash balance for
production and working capital. The substantial losses through December 31, 1998
were due to product development expenses. Loan from shareholder, subsequent
Licensee payments and additional sales of the Company's equity securities have
allowed the Company to complete production and increase marketing efforts.
Year 2000 Issues
Background. Some computers, software, and other equipment include
programming code in which calendar year data is abbreviated to only two digits.
As a result of this design decision, some of these systems could fail to operate
or fail to produce correct results if "00" is interpreted to mean 1900, rather
than 2000. These problems are widely expected to increase in frequency and
severity as the year 2000 approaches and are commonly referred to as the
"Millennium Bug" or "Year 2000 Problem."
Assessment. The Year 2000 Problem could affect computers, software, and
other equipment used, operated, or maintained by the Company. Accordingly, the
Company is reviewing its internal computer programs and systems to ensure that
the programs and systems will be Year 2000 compliant. The Company presently
believes that its computer systems will be Year 2000 compliant in a timely
manner. The Company believes the estimated costs of these efforts are not
expected to be material to the Company's financial position or any year's
results of operations.
10
<PAGE> 11
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
On December 4th, 1998, the Company ("WTA") filed a lawsuit against
B.A.T. International, Inc. ("B.A.T."), charging substantial damages caused by
B.A.T.'s failure to perform its obligations as WTA's Manufacturing and
Distribution Licensee of certain proprietary technology and equipment for the
design and manufacture of a line of inexpensive utility vehicles at Otay Mesa,
in Mexico, with Superior Court of the State of California, County of San Diego.
The charge for damages outline as follows:
1. Misappropriation of Trade Secret, Damages, Temporary Restraining Order,
Preliminary and Permanent Injunctions.
2. Possession of Personal Property
3. Breach of Contract
4. Conversion
5. Fraud (False Promise)
6. Trade Libel
7. Libel Per Se
The case is proceeding toward a solution favoring the Company. There
were offers to settle the case and the Company is expecting to finalize this
lawsuit before March 31, 1999.
ITEM 2. Changes in Securities
None
ITEM 3. Defaults Upon Senior Securities
None
ITEM 4. Submission of Matters to vote of Security Holders
None
ITEM 5. Other Information
None
ITEM 6. Exhibits and Reports on 8-K
(a) Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K
None
11
<PAGE> 12
SIGNATURE PAGE
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 hereunto duly authorized.
COMPOSITE AUTOMOBILE RESEARCH, LTD
Date: February 15, 1999 /s/ THOMAS BOWERS
- --------------------------- ------------------------------------
Thomas Bowers
President and Chief Executive Officer
Date: February 15, 1999 /s/ SHARON LANG
- --------------------------- ------------------------------------
Sharon Lang
Corporate Controller and Acting Chief
Accounting Officer
12
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-START> JUL-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 2,260
<SECURITIES> 0
<RECEIVABLES> 39,209
<ALLOWANCES> 0
<INVENTORY> 306,958
<CURRENT-ASSETS> 349,117
<PP&E> 2,172,999
<DEPRECIATION> (415,647)
<TOTAL-ASSETS> 1,757,532
<CURRENT-LIABILITIES> 286,588
<BONDS> 0
0
0
<COMMON> 5,534,055
<OTHER-SE> (3,714,471)
<TOTAL-LIABILITY-AND-EQUITY> 2,146,172
<SALES> 132,297
<TOTAL-REVENUES> 132,297
<CGS> 91,946
<TOTAL-COSTS> 753,548
<OTHER-EXPENSES> 54,364
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,699
<INCOME-PRETAX> (809,611)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (809,611)
<EPS-PRIMARY> (.14)
<EPS-DILUTED> 0
</TABLE>
