SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10QSB
Quarterly Report under Section 13 or 15(d) of
the Securities Exchange Act of 1934
For Quarter Ended Commission File Number
June 30, 1998 0-22273
BOULDER CAPITAL OPPORTUNITIES III, INC.
(Exact name of registrant as specified in its charter)
COLORADO 84-1383888
(State of incorporation) (I.R.S. Employer
Identification No.)
15662 COMMERCE LANE, HUNTINGTON BEACH, CA 92649
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (714) 895-0944
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 the filing
requirements for at least the past 90 days.
Yes X No ___
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
1,600 Preferred Class A shares as of June 30, 1998
6,010,000 Common shares as of June 30, 1998
<PAGE>
<TABLE>
<CAPTION>
BOULDER CAPITAL OPPORTUNITIES III, INC.
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED BALANCE SHEET FOR THE SIX MONTHS ENDED JUNE 30,
<S> <C> <C>
ASSETS 1997 1998
----------------------- -----------------
CURRENT ASSETS
Cash $(3,272) $1,456,728
Accounts Receivable 6,100 269,784
Inventories 1,861,934 1,885,985
Related Party Receivable 5,600,000 56,519
---------------- ----------------
TOTAL CURRENT ASSETS 7,464,762 3,669,015
PROPERTY, PLANT & EQUIPMENT
Property, Plant & Equipment 3,959,692 3,391,913
Less Accumulated Depreciation (590,795) (774,910)
---------------- ----------------
NET PROPERTY, PLANT & EQUIPMENT 3,368,897 2,617,003
OTHER ASSETS
Deposits 1,302 1,200
Investment in Joint Venture 941,732
Research & Development Capital
---------------- ----------------
TOTAL OTHER ASSETS 1,302 942,932
---------------- ----------------
TOTAL ASSETS $10,834,961 $7,228,950
================ ================
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Accounts Payable $31,443 $60,813
Accrued Interest 12,228 55,667
Other Payables 59,511 79,877
---------------- ----------------
TOTAL CURRENT LIABILITIES 103,181 196,357
LONG TERM LIABILITIES
Long Term Debt 765,691
Related Party Note 630,000 600,000
---------------- ----------------
1,395,691 600,000
STOCKHOLDER'S EQUITY
Preferred stock, no par value
10,000,000 shares authorized,
1,600 issued and outstanding - 1,500,000
Common stock, par value $0.0001
100,000,000 shares authorized,
6,010,000 issued and outstanding 9,635,767 6,010
Paid in Capital 5,802,261
Retained Earnings (Deficit) (299,678) (875,678)
---------------- ----------------
TOTAL STOCKHOLDER'S EQUITY 9,336,089 6,432,593
---------------- ----------------
TOTAL LIABILITIES AND STOCKHOLDER'S $10,834,961 $7,228,950
EQUITY
================ ================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BOULDER CAPITAL OPPORTUNITIES III, INC.
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30,
<S> <C> <C>
1997 1998
---------------- -----------------
REVENUES
Operating Revenues $47,411 $222,194
----------------- -----------------
TOTAL REVENUES 47,411 222,194
COST OF GOODS SOLD
Cost of Sales 22,194 64,464
----------------- -----------------
TOTAL COST OF GOODS SOLD 22,194 64,464
OPERATING COSTS
Advertising & Marketing 8,024 23,548
Legal & Professional 16,983 32,644
Research & Development 196,780
General & Administrative 46,845 336,355
----------------- -----------------
TOTAL OPERATING COSTS 71,852 589,327
OTHER INCOME (EXPENSE)
Interest Income 37 7,811
Other Income 25 4,500
Interest Expense (323) (34,000)
----------------- -----------------
TOTAL OTHER INCOME (EXPENSE) (261) (21,689)
NET INCOME (LOSS) $(46,897) $(453,287)
================= =================
Net Loss per Share (0.01) (0.08)
Weighted Average Common Shares 6,010,000 6,010,000
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BOULDER CAPITAL OPPORTUNITIES III, INC.
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30,
<S> <C> <C>
1997 1998
--------------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $(46,897) $(453,287)
Adjustments to reconcile net loss to
cash used in operating activities:
Depreciation
(Increase) Decrease in current assets (5,758,866) (212,017)
Increase (Decrease) in current liabilities (241,885) (42,939)
(Increase) Decrease in other assets (100,212)
--------------- ----------------
NET CASH PROVIDED (USED) BY (6,047,648) (808,455)
OPERATING ACTIVITIES
CASH FLOWS FROM INVESTING ACTIVITIES
(Purchase) Sale of property and equipment (139,110) 68,231
Increase (Decrease) in notes payable 845,000 -
Capital received 5,337,824 1,533,012
--------------- ----------------
NET CASH FLOWS FROM INVESTING 6,043,714 1,601,243
ACTIVITIES
NET INCREASE (DECREASE) IN CASH (3,934) 792,788
CASH AT BEGINNING OF PERIOD 662 663,940
CASH AT END OF PERIOD $(3,272) $1,456,728
=============== ================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BOULDER CAPITAL OPPORTUNITIES III, INC.
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED STATEMENT OF CHANGES IN
STOCKHOLDER'S EQUITY FOR THE PERIOD FROM
NOVEMBER 27, 1996 (INCEPTION) THROUGH JUNE 30, 1998
<S> <C> <C> <C> <C> <C> <C>
Preferred Stock Common Stock $ Accumulated Total
No./shares Amount No./shares Amount Deficit
------------- ------------ -------------- -------------- --------------- ------------
Balance at November 27, 1996 - - - - - -
Common stock issued for
services, at inception,
at $0.0025 per share - - 710,000 1,775 - 1,775
Common stock issued for
cash at $0.0025 per share - - 100,000 250 - 250
Common stock issued for
cash at $0.04 per share - - 200,000 8,000 - 8,000
Net loss for the period
ended December 31, 1996 - - - - (4,527) (4,527)
------------- ------------ -------------- -------------- --------------- -----------
Balance at December 31, 1996 - - 1,010,000 10,025 (4,527) 5,498
Common stock issued for
acquisition of Sonic Jet
Performance LLC - - 5,000,000 5,765,234 5,765,234
Net loss - year ended
December 31, 1997 - - - - (417,864) (417,864)
------------- ------------ -------------- -------------- --------------- ------------
Balance at December 31, 1997 - - 6,010,000 5,775,259 (422,391) 5,352,868
Additional Capital
Contributed - - - 33,012 - 33,012
Issuance of Preferred Stock 1,600 1,500,000 - - 1,500,000
Net loss - period ended
June 30, 1998 - - - - (453,287) (453,287)
------------- ------------ -------------- -------------- --------------- ------------
Balance at June 30, 1998 1,600 1,500,000 6,010,000 5,808,271 (875,678) 6,432,593
============= ============ ============== ============== =============== ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BOULDER CAPITAL OPPORTUNITIES III, INC.
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30,
<S> <C> <C>
1997 1998
------------- ---------------
REVENUES
Operating Revenues $22,264 $152,628
-------------- ---------------
TOTAL REVENUES 22,264 152,628
COST OF GOODS SOLD
Cost of Sales 8,402 38,696
-------------- ---------------
TOTAL COST OF GOODS SOLD 8,402 38,696
OPERATING COSTS
Advertising & Marketing 3,340 690
Legal & Professional 6,991 25,479
Research & Development 135,775
General & Administrative 23,344 243,560
-------------- ---------------
TOTAL OPERATING COSTS 33,675 405,504
OTHER INCOME (EXPENSE)
Interest Income 25 2,913
Other Income 4,500
Interest Expense (323) (28,000)
-------------- ---------------
TOTAL OTHER INCOME (EXPENSE) (298) (20,587)
NET INCOME (LOSS) $(20,111) $(312,159)
============== ===============
Net Loss per Share (0.00) (0.05)
Weighted Average Common Shares 6,010,000 6,010,000
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BOULDER CAPITAL OPPORTUNITIES III, INC.
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED JUNE 30,
<S> <C> <C>
1997 1998
------------- ----------------
CASH FLOWS FROM OPERATING
ACTIVITIES
Net Loss $(20,112) $(312,160)
Adjustments to reconcile net loss to
cash used in operating activities:
Depreciation
(Increase) Decrease in current assets (5,739,439) (127,828)
Increase (Decrease) in current (244,634) 39,886
liabilities
(Increase) Decrease in other assets (75,433)
--------------- ----------------
NET CASH PROVIDED (USED) BY (6,004,185) (475,535)
OPERATING ACTIVITIES
CASH FLOWS FROM INVESTING
ACTIVITIES
(Purchase) Sale of property and (144,829) 78,176
equipment
Increase (Decrease) in notes payable 845,000 -
Capital received 5,300,000 1,500,000
--------------- ----------------
NET CASH FLOWS FROM 6,000,171 1,578,176
INVESTING ACTIVITIES
NET INCREASE (DECREASE) IN (4,014) 1,102,641
CASH
CASH AT BEGINNING OF PERIOD 742 354,086
CASH AT END OF PERIOD $(3,272) $1,456,727
=============== ================
</TABLE>
<PAGE>
BOULDER CAPITAL OPPORTUNITIES III, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30,
(UNAUDITED)
(1) SUMMARY OF ACCOUNTING POLICIES
This summary of significant accounting policies of Boulder Capital
Opportunities III, Inc. (Company) is presented to assist in understanding the
Company's financial statements. The financial statements and notes are
representations of the Company's management who is responsible for their
integrity and objectivity. These accounting policies conform to generally
accepted accounting principles and have been consistently applied in the
preparation of the financial statements.
(a) DESCRIPTION OF BUSINESS
The Company was organized on November 27, 1996, in the State
of Colorado for the purpose of engaging in any lawful business
with a plan to seek a business combination.
PURCHASE OF BUSINESS ASSETS
In June 1998, Boulder Capital Opportunities III, Inc. ("BCO")
entered into a Share Exchange Agreement with Sonic Jet
Performance, LLC ("SJPLLC") to acquire all of the assets and
business of SJPLLC (and assume the liabilities). The
acquisition was consummated and effective as of June 30, 1998.
The transaction was treated as a "purchase transaction". All
assets were accounted for under their predecessor basis. A
total of 5 million shares of common stock of BCO was issued to
SJPLLC.
DESCRIPTION OF BUSINESS
Sonic Jet Performance, LLC (the "Predecessor Company") was
organized in California with the filing of the Articles of
Organization on May 8, 1997 as a Limited Liability Company
("LLC"). The primary purpose of the Company is the operating
of a business producing and marketing personal watercraft, jet
boats, trailers, and accessories. The principal executive
office is located in Huntington Beach, California.
On August 9, 1997, the Predecessor Company entered into a
joint venture agreement with China Guangxi Nanning Shipyard of
Nanning, Guangxi, China to form the Nanning Sonic Jet Limited
Liability Company, a contractual limited liability company
organized under the law of the People's Republic of China.
<PAGE>
The Joint Venture was formed to design, manufacture and sell
a series of watercraft jet products to be sold
internationally and in China. The Company's investment
is to include tooling, molds and production line and cash
equivalent to $ 1,500,000 USD. The Company is responsible for
providing technical personnel and training. The Company shall
receive 70% of the profits and shall share 70% of the risks
and losses under the venture.
(b) USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL
STATEMENTS
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 and disclosure of contingent
assets and liabilities at the date of the financial statements
and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those
estimates.
(c) ORGANIZATION COSTS
Costs incurred to organize the Company include costs for
professional fees and are being amortized on a straight-line
basis over a sixty month period.
(d) ACCOUNTING METHOD
The Company's financial statements have been prepared on the
accrual basis of accounting, which is in accordance with
generally accepted accounting principles.
(e) INVENTORIES
Inventories consist of parts for the manufacture of personal
watercraft and work in progress with a limited amount of
finished products. Inventories are stated at the lower of cost
or market. Inventories were also obtained in the agreement
discussed at note 1, whereby the Company received certain
assets and assumed certain liabilities in exchange for Company
interests.
(f) INVESTMENT IN JOINT VENTURE
The investment in Joint Venture in China is accounted for by
the equity method. Such investment is stated at cost minus the
Company's proportionate share of losses. The Company's
proportionate share of losses from the joint venture
aggregating $ 52,702 is included in other revenues in the
accompanying statement of operations.
<PAGE>
(g) PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost or at the
value per the Operating Agreement discussed at note 1. These
assets are depreciated on a straight-line basis over the
following estimated useful lives.
Furniture, fixtures and equipment 5 to 7 years
Tooling and molds 15 to 20 years
<TABLE>
<CAPTION>
(h) BASIS IN ASSETS
The assets and liabilities purchased in the Purchase are as
follows:
<S> <C> <C>
Current Assets
Cash $663,940
Accounts Receivable 172,639
Inventories 1,789,866
Related Party Receivable 37,766
------------------------------
Total Current Assets $2,664,211
Property, Plan & Equipment
Property Plant & Equipment 2,685,233
Other Assets
Investment in joint venture $840,130
Organization costs, net 1,390
Deposits 1,200
------------------------------
Total Other Assets 842,720
TOTAL ASSETS $6,192,164
==============================
LIABILITIES
Current Liabilities
Accounts Payable $120,555
Accrued Interest Payable 27,667
Other Payables 91,074
------------------------------
Total Current Liabilities $232,296
Long Term Liabilities
Related Party Payable 600,000
------------------------------
TOTAL LIABILITIES $839,296
</TABLE>
<PAGE>
These assets and liabilities were purchased and given a value to the Company
based on the book value per the SJPLLC audited financial statements as of
December 31, 1997.
(i) PROPERTY, PLANT AND EQUIPMENT
A summary of property, plant and equipment follows:
Machinery and equipment $ 119,185
Tooling 66,389
Office furniture, equipment and fixtures 4,889
Tooling, molds and jigs for personal watercraft 843,350
Tooling, molds and jigs for exotic automobiles 1,710,000
Leasehold improvements 4,249
Vehicles 32,403
$ 2,780,465
Less accumulated depreciation ( 95,232)
--------------
$ 2,685,233
==============
The tooling, molds and jigs for exotic automobiles are not
being utilized in current production activity. The Company
anticipates that production utilizing these items will
commence in mid to late 1999. The majority of the tooling,
molds and jigs for personal watercraft also are not currently
being utilized. The Company anticipates production activity in
the watercraft area to expand in late 1998.
(2) BASIS OF PRESENTATION - GOING CONCERN
The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles, which contemplates
continuation of the Company as a going concern. However, the Company
has sustained operating losses since inception. These matters raise
substantial doubt about the Company's ability to continue as a going
concern. Management is attempting to locate a business combination
candidate.
In view of these matters, continuing as a going concern is dependent
upon the Company's ability to meet its financing requirements, raise
additional capital, and the success of its future operations or
completion of a successful business combination. Management believes
that actions planned and presently being taken to revise the Company's
operating and financial requirements provide the opportunity for the
Company to continue as a going concern.
<PAGE>
(3) COMMON STOCK ISSUED
(a) On November 27, 1996, the Company issued 710,000 shares of its
no par value common stock to affiliates for organizational
services valued at their fair market value of $1,775.
(b) On November 27, 1996, the Company issued 100,000 shares of its
no par value common stock to its President at $.0025 per share
for cash of $250.
(c) On November 29, 1996, the Company issued 100,000 shares of its
no par value common stock to various investors for $4,000. On
December 2, 1996, the Company issued another 100,000 shares of
its no par value common stock to
various investors for $4,000.
(d) On June 21, 1998, the Company issued 1,600 Preferred Class A
Convertible shares for $1,500,000 to JNC Strategic Fund, Ltd.
(e) On June 21, 1998, the Company issued 5,000,000 shares for the
purchase of assets and liabilities of Sonic Jet Performance,
LLC (see note 1(a).
(4) RELATED PARTY TRANSACTIONS
During the year ended December 31, 1996, the Company paid $2,000 in
consulting fees and $2,500 in attorney's fees to officers whom are
shareholders of the Company. During the year ended December 31, 1997,
the Company paid $3,000 in consulting fees and $1,920 in attorney's
fees to officers whom are shareholders of the Company.
At December 31, 1997, the Company owed $1,619 in attorney's fees to a
shareholder of the Company.
SJPLLC previously entered into transactions with an SJPLLC member,
Mohammed Al Rashid. The transactions have resulted in both related
party payables.
A summary of related party debt to Mohammed Al Rashid follows:
Note payable, bearing simple interest at 10% per annum; annual
payments are to commence July 18, 2001 in an amount equal to 60% of
available distributable cash for the nearest preceding accounting
period; all unpaid principal is due July 18, 2003; the note is
secured by Company assets
$ 600,000
=======
The Company acquired certain assets and business, subject to certain
debt from SJPLLC (see note 1 (a) SJPLLC for 5 million shares of common
stock.
<PAGE>
(5) INCOME TAXES
For income tax reporting purposes, the Company utilizes the accrual
basis of accounting on a calendar year end. The Company has filed an
extension for 1997 tax reporting. The Company is an Limited Liability
Company and elects to be taxed as a partnership.
(6) COMMITMENTS AND CONTINGENCIES
LEASES
The Company leases its location under an operating lease agreement.
Future minimum lease payments are as follows:
Year Ending
DECEMBER 31,
1998 54,540
1999 54,540
-------
$ 109,080
=======
Rental expense was approximately $ 32,000 for the year ended December
31, 1997.
EMPLOYMENT AGREEMENTS
As part of the Letter Agreement of July 18, 1997 the Company entered
into an employment agreement with a member of the Company. The
agreement is for eighteen months. During this period the salary is
accrued and is to be paid upon unanimous agreement of the members.
Thereafter, the salary is to be paid bi-monthly. The salary will
increase to $ 120,000 per annum once the sales and financial forecast
is met.
ROYALTY AGREEMENT
Per the Letter Agreement of July 18, 1997, the Company is to pay a
royalty for various patents. The royalty is 2% of total Company sales
calculated quarterly commencing after eighteen calendar months. The
minimum royalty is to be $4,166 per month for months nineteen through
thirty and $8,333 per month thereafter. If total Company sales exceed
$1,000,000 during any twelve month period, the higher minimum or the 2%
will be paid for that twelve month period and thereafter.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITIONS
PURCHASE OF BUSINESS ASSETS
In June 1998, Boulder Capital Opportunities III, Inc. ("BCO") entered into
a Share Exchange Agreement with Sonic Jet Performance, LLC ("SJPLLC") to acquire
all of the assets and business of SJPLLC (and assume the liabilities). The
acquisition was consummated and effective as of June 30, 1998. The transaction
was treated as a "purchase transaction". All assets were accounted for under
their predecessor basis. A total of 5 million shares of common stock of BCO was
issued to SJPLLC.
DESCRIPTION OF BUSINESS
The primary purpose of the Company is the operating of a business producing
and marketing personal watercraft, jet boats, trailers, and accessories. The
principal executive office is located in Huntington Beach, California.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS FOR THREE MONTH PERIOD ENDED JUNE 30, 1998
The Company had expenses for the three month period in 1998 of $405,504
as compared to $33,675 in expenses in the 1997 period. There were revenues for
the period in 1998 of $152,628 compared to $22,264 in 1997. The Company recorded
a net loss on operations of ($312,159) for the period in 1998 and a net loss of
$20,111 in the 1997 period. The Company operating losses may continue until
greater sales can be achieved.
RESULTS OF OPERATIONS FOR SIX MONTH PERIOD ENDED JUNE 30, 1998
The Company had revenues of $222,194 for period ended June 30, 1998,
compared to $47,411 in the same period in 1997. Cost of goods sold in the period
in 1998 was $64,464 compared to $22,194 in 1997. The Company had operating
expenses for the six month period in 1998 of $589,327 as compared to $71,852 in
expenses in the 1997 period. The Company recorded a net loss on operations of
($453,287) for the period in 1998 and a net loss of ($46,897) in the 1997
period. The Company operating losses may continue until greater sales can be
achieved. While the Company is seeking additional capital sources for
investment; there is no assurance that sources can be found, and there is no
assurance that its watercraft manufacturing and marketing efforts will be
productive.
LIQUIDITY AND CAPITAL RESOURCES
The Company had $1,456,728 in cash capital at the end of the period.
The Company may be forced to either borrow or make private placements of stock
in order to fund future expansion of operations and sales efforts. No assurance
exists as to the ability to achieve loans or make private placements of stock.
The Company had accounts receivable of $269,784 and inventory of $1,885,985 at
the period end.
As of June 30, 1998, the Company had current assets of $3,669,015 which
$1,456,728 was cash and total assets of $7,228,950. The Company's total
liabilities at June 30, 1998 were $796,357. Shareholder equity as of the quarter
ending June 30, 1998, was $6,432,593.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULT UPON SENIOR SECURITIES
None
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
Form 8-K was filed on June 25, 1998.
BOULDER CAPITAL OPPORTUNITIES III, INC.
(A Development Stage Company)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BOULDER CAPITAL OPPORTUNITIES III, INC.
Date: September 28, 1998
by: /s/Alex Mardikian
-----------------------------------
Alex Mardikian, Vice-President
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 1,456,728
<SECURITIES> 0
<RECEIVABLES> 269,784
<ALLOWANCES> 0
<INVENTORY> 1,885,985
<CURRENT-ASSETS> 3,669,015
<PP&E> 3,391,913
<DEPRECIATION> 774,910
<TOTAL-ASSETS> 7,228,950
<CURRENT-LIABILITIES> 196,357
<BONDS> 0
0
0
<COMMON> 6,010
<OTHER-SE> 4,926,583
<TOTAL-LIABILITY-AND-EQUITY> 7,228,950
<SALES> 222,194
<TOTAL-REVENUES> 222,194
<CGS> 64,464
<TOTAL-COSTS> 589,327
<OTHER-EXPENSES> (21,689)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (453,287)
<INCOME-TAX> 0
<INCOME-CONTINUING> (453,287)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (453,287)
<EPS-PRIMARY> (0.08)
<EPS-DILUTED> (0.06)
</TABLE>
