U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
- ----- OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 1999
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
- ----- OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from:
-------------------------
Commission File Number: 001-13217
THE ORLANDO PREDATORS ENTERTAINMENT, INC.
-----------------------------------------
(Exact name of small business issuer as specified in its charter)
Florida 91-1796903
------- ----------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
400 West Church Street
Orlando, Florida 32801
----------------------
(Address of Principal Executive Offices)
Issuer's Telephone Number: (407) 648-4444
Check whether the Registrant (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 ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by court.
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: As of May 17, 1999, 5,130,166 shares
of the Registrant's no par value Class A Common Stock and 1,000 shares of no par
value Class B Common Stock were outstanding. Transitional Small Business
Disclosure format: Yes[ ] No [X]
<PAGE>
ORLANDO PREDATORS ENTERTAINMENT, INC.
FORM 10-QSB
INDEX
Part I Financial Information Page
Item 1. Balance Sheets as of March 31, 1999 and
December 31, 1999 1
Statements of Operations for the three months
ended March 31, 1999 and 1998 3
Statements of Cash Flows for the three months
ended March 31, 1999 and 1998 4
Notes to Financial Statements 5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
Part II Other Information and Signatures 10
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
THE ORLANDO PREDATORS ENTERTAINMENT, INC.
BALANCE SHEETS
ASSETS
------
March 31, December 31,
1999 1998
----------- ------------
(Unaudited)
CURRENT ASSETS:
Cash $ 418,300 $ 117,188
Accounts receivable, sponsorships 1,094,000 220,311
Accounts receivable, sponsorships,
related parties 25,000 --
Accounts receivable, related party 76,183 106,734
AFL receivable, current portion 43,006 33,398
AFL interest income receivable 112,350 --
Inventory 32,710 20,585
Receivable from employees 76,874 45,135
Prepaid expenses 967,394 256,561
----------- -----------
Total Current Assets 2,845,817 799,912
PROPERTY AND EQUIPMENT, at cost, net 239,747 243,997
EQUITY INVESTMENT IN AFL 4,032,650 4,032,650
AFL RECEIVABLE, net of current portion 1,913,419 1,923,027
MEMBERSHIP COST, net 1,882,075 1,894,512
OTHER TANGIBLES, net 29,303 34,474
RESTRICTED INVESTMENT 100,000 100,000
OTHER ASSETS 7,344 2,544
----------- -----------
Total Assets $11,050,355 $ 9,031,116
=========== ===========
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
1
<PAGE>
THE ORLANDO PREDATORS ENTERTAINMENT, INC.
BALANCE SHEETS (Continued)
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
March 31, December 31,
1999 1998
------------ -------------
(Unaudited)
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 374,983 $ 268,221
Accounts payable and accrued expenses
related parties -- 25,661
Accrued interest, related party 6,671 6,671
Deferred revenue 2,492,514 643,672
------------ ------------
Total Current Liabilities 2,874,168 944,225
------------ ------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, 1,500,000 shares
authorized; none
issued or outstanding -- --
Class A Common stock, 15,000,000 shares
authorized; 5,130,166 and 5,050,000
issued and outstanding 10,020,733 9,867,150
Class B Common Stock, 1,000 shares
authorized; 1,000 issued and outstanding 5,000 5,000
Additional paid in capital 77,940 77,940
Accumulated (deficit) (1,927,486) (1,863,199)
------------ ------------
Total Stockholders' Equity 8,176,187 8,086,891
------------ ------------
Total Liabilities and Stockholders' Equity $ 11,050,355 $ 9,031,116
============ ============
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
2
<PAGE>
THE ORLANDO PREDATORS ENTERTAINMENT, INC.
STATEMENTS OF OPERATIONS
------------------------
For the Three For the Three
Months Ended Months Ended
March 31,1999 March 31,1998
------------- -------------
(Unaudited) (Unaudited)
REVENUES:
Ticket revenues $ -- $ --
Concession revenues -- --
Play-off game ticket revenues -- --
Play-off game revenue sharing -- --
Local television and radio
broadcast rights -- --
Advertising and promotions 3,171 2,792
Advertising and promotions,
related party -- --
League revenue -- --
Telemarketing income 46,989 --
----------- -----------
Total Revenues 50,160 2,792
----------- -----------
COSTS AND EXPENSES:
Operations 2,444 1,911
Operations, related party -- --
Playoff expenses -- --
Selling and promotional expenses -- --
League assessments -- --
General and administrative 157,267 208,048
Telemarketing expenses 46,746 --
Amortization 17,608 17,608
Depreciation 4,250 3,876
----------- -----------
Total Costs and Expenses 228,315 231,443
----------- -----------
OPERATING (LOSS) (178,155) (228,651)
----------- -----------
OTHER INCOME (EXPENSE):
Interest expense -- (400)
Interest income 1,518 24,484
Interest income, AFL 112,350 --
Other -- 452
----------- -----------
Net Other Income (Expense) 113,868 24,536
----------- -----------
NET (LOSS) $ (64,287) $ (204,115)
=========== ===========
NET (LOSS) PER SHARE - BASIC $ (0.01) $ (0.08)
=========== ===========
Weighted Average Number of
Common Shares Outstanding 5,095,520 2,480,000
=========== ===========
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
3
<PAGE>
<TABLE>
<CAPTION>
THE ORLANDO PREDATORS ENTERTAINMENT, INC.
STATEMENTS OF CASH FLOWS
------------------------
For the Three For the Three
Months Ended Months Ended
March 31,1999 March 31,1998
------------- -------------
(Unaudited) (Unaudited)
<S> <C> <C>
Cash Flows From Operating Activities:
Net income (loss) $ (64,287) $ (204,115)
Adjustments to reconcile net income (loss) to net cash (used)
by operating activities:
Depreciation and amortization 21,858 21,484
Loss from equity interest in AFL -- --
Stock options issued to consultants -- --
Changes in assets and liabilities:
Accounts receivable, sponsorships (873,689) (645,207)
AFL interest income receivable (112,350) --
Employee receivable (31,739) (21,071)
Inventories (12,125) (1,420)
Prepaid expenses (710,833) (365,683)
Accounts receivable, related parties 5,551
Other assets (4,800) (2,236)
Accounts payable and accrued expenses 106,762 (222,248)
Accounts payable and accrued expenses, related party (25,661) --
Deferred revenue 1,848,842 1,382,673
----------- -----------
Net Cash (Used) By Operating Activities 147,529 (57,823)
----------- -----------
Cash Flows From Investing Activities:
Purchase of equipment -- (1,485)
Sale of equipment -- 548
----------- -----------
Net Cash Provided (Used) By Financing Activities -- (937)
----------- -----------
Cash Flows From Financing Activities:
Bridge loans -- 150,000
Proceeds from issuance of Class A Common Stock 175,333 --
Payment of loan fees -- (5,000)
Payment of acquisitions costs -- (3,060)
Payment of offering costs (21,750) (25,000)
----------- -----------
Net Cash Provided (Used) By Financing Activities 153,583 116,940
----------- -----------
Net Increase (Decrease) in Cash and Cash Equivalents 301,112 58,180
Cash and Cash Equivalents at Beginning of Period 117,188 2,255,678
----------- -----------
Cash and Cash Equivalents at End of Period $ 418,300 $ 2,313,858
=========== ===========
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest $ -- $ 99,083
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
4
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited financial statements include the accounts of The
Orlando Predators Entertainment, Inc. (the "Company"). The financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and in accordance with the instructions for
Form 10-QSB. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles.
In the opinion of management, the unaudited interim financial statements
for the period ended March 31, 1999 are presented on a basis consistent with the
audited financial statements and reflect all adjustments, consisting only of
normal recurring accruals, necessary for fair presentation of the results of
such period.
The results for the three months ended March 31, 1999 are not necessarily
indicative of the results of operations for the full year. These financial
statements and related footnotes should be read in conjunction with the
financial statements and footnotes thereto included in the Company's Form 10-KSB
filed with the Securities and Exchange Commission for the period ended December
31, 1998.
Certain amounts in the prior period's financial statements have been
reclassified for comparative purposes to conform to the current year.
NOTE 2 - CONTINGENCIES
The AFL is party to a number of lawsuits arising in the normal course of
business. The Company is contingently liable for its share of the outcomes. In
the opinion of management, the resolution of these matters will not have a
material effect on the Company's financial position.
In August 1998, Monolith Limited Partnership ("Monolith"), the majority
stockholder of the Company, entered into an agreement with a stockholder of the
Company, who purchased 1,000,000 shares of the Company's Class A voting Common
Stock for $2,000,000. The agreement requires Monolith to purchase 600,000 shares
of the Company's Class A voting Common Stock from the stockholder for
$4,000,000, at the stockholder's option, through May 9, 1999. The stockholder is
also a partner in Monolith. Generally accepted accounting principles requires
the Company's sale of stock to be accounted for as a borrowing, and any
difference between the sale proceeds and the option price be accrued as interest
expense, if it is probable that the option will be exercised. The stockholder
exercised the put option in May 1999 to avoid a lapse of the put right. The
stockholder then agreed to rescind the exercise for consideration of receiving
an extension of the put right until March 30, 2001. At present, management
believes that it is not probable that the put option will be exercised in the
future. If it were probable that the put option would be exercised, the Company
would reclassify $1,200,000 of common stock to debt and record interest expense
and a corresponding increase to additional paid in capital of $3,000,000.
NOTE 3 - PURCHASE OF EQUITY INTERESTS IN THE AFL
In August 1998, the Company acquired two, non-voting, equity interests in
the Arena Football League, Inc. ("AFL") for $6,000,000 plus acquisition costs.
Each similar equity interest entitles the Company to share equally with each
other member in AFL revenues. The AFL guarantees to pay the Company at least
$480,000 per year until the Company receives an aggregate of $6,000,000 through
League distribution. If the Company receives $6,000,000 within one year from the
closing of the purchase, one equity interest returns to the League and one
equity interest remains with the Company without any guaranteed rate of return.
Once the Company receives an aggregate of $6,000,000, the Company will
participate in all League revenues, expenses and liabilities with respect to the
two equity interests.
5
<PAGE>
The $6,000,000 was paid as follows: $3,500,000 was paid with the executed
contract and $2,500,000 was paid on August 14, 1998.
The purchase of the rights for the two, non-voting, equity interests in the
League has been recorded as an investment accounted for under the equity method
of accounting at $4,071,437, and an unsecured, receivable recorded for
$1,965,971 from the League, with imputed interest of 23% and principal due
annually on August 14 of each year. The minimum payment is $480,000 annually.
During the year ended December 31, 1998 the Company's recorded a loss from
its equity interest in the AFL of $38,786 based upon its equity share of the AFL
of approximately 10.5% and received $9,546 in principal payments and $150,454 in
interest income. The Company's share of the AFL activity during the three months
ended March 31, 1999 was immaterial and accordingly, no gain (loss) with respect
to its equity interest has been reflected in the accompanying financial
statements.
NOTE 4 - OPERATING SEGMENTS
The Company organizes its business units into two reportable segments:
football operations and telemarketing services. The football operations segment
operates the AFL team and the telemarketing services segment provides
telemarketing services to a related party and other sports franchises.
The Company's reportable business segments are strategic business units
that offer different products and services. The segments are managed together
because they utilize similar resources within the Company. There were no
reportable segments during the period ended December 31, 1997. All assets of the
Company relate to the football operations segment. Telemarketing activity during
the three months ended March 31, 1998 was immaterial. Segment information for
the three months ended March 31, 1999 was as follows:
Net Operating Identifiable Capital
Revenues Loss Assets Expenditures
-------- ---- ------ ------------
Football Operations $ 3,171 $ (178,398) $ 10,851,997 $ --
Telemarketing Services 46,989 243 198,358 --
--------- ---------- ------------- --------
$ 50,160 $ (178,155) $ 11,050,355 $ --
========= ========== ============= ========
6
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
General
The Company is in the sports entertainment business and (i) owns and
operates the Orlando Predators (the "Predators" or the "team"), a professional
arena football team of the Arena Football League (the "AFL" or the "League") and
(ii) owns an additional 10.5% net revenue interest in the League (in addition to
its League ownership through the Predators). Arena football is played in an
indoor arena on a padded 50-yard long football field using eight players on the
field for each team. Most of the game rules are similar to college or other
professional football game rules with certain exceptions intended to make the
game faster and more exciting.
The Company's strategy is to participate through the operation of the
Predators and through its league ownership in what the Company believes will be
continued significant growth of the AFL which in turn is expected to result in
increased revenue to the Company generated from (i) national (League) and
regional (team) broadcast contracts, (ii) national league sponsorship contracts,
(iii) the sale of additional League Membership fees, and (iv) increased fan
attendance at AFL games including Predators' games, together with appreciation
in the value of the Predators as an AFL team. The trend toward ongoing League
growth was recently evidenced by a February 1999 announcement by the National
Football League ("NFL") that it had obtained an option to purchase up to 49.9%
of the League.
At the team level, the Company's strategy is to increase fan attendance at
Predators' home games, expand the Predators' advertising and sponsorship base,
and contract with additional local and regional broadcasters to broadcast
Predators' games.
The Company currently derives substantially all of its revenue from the
arena football operations of the Predators. This revenue is primarily generated
from (i) the sale of tickets to the Predators' home games, (ii) the sale of
advertising and promotions to Predator sponsors, (iii) the sale of local and
regional broadcast rights to Predators' games, (iv) the Predators' share of
League contracts with national broadcast organizations and expansion team fees
paid through the AFL, (v) the sale of merchandise carrying the Predators' logos
and (vi) concession sales at Predators' home games. A large portion of the
Company's annual revenue is determinable at the commencement of each football
season based on season ticket sales and contracts with broadcast organizations
and team sponsors.
The operations of the team are year-round; however, the majority of
revenues and expenses are recognized during the AFL playing season, from April
through August of each year. The team begins to receive deposits in late
September for season tickets during the upcoming season. From September through
April, the team sells season tickets and collects revenue from all such sales.
Selling, advertising and promotions also take place from September through
April, although these revenues are not realized until after the season begins.
Single game tickets and partial advertising sponsorships are also sold during
the season, primarily from April to July. Additional revenues are recognized in
August from playoff games, if any.
Except for the historical information contained herein, certain matters set
forth in this report are forward-looking statements within the meaning of the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. These forward-looking statements are subject to risks and uncertainties
that may cause actual results to differ materially. These risks are detailed
from time to time in the Company's periodic reports filed with the Securities
and Exchange Commission. These forward-looking statements speak only as of the
date hereof. The Company disclaims any intent or obligation to update these
forward-looking statements.
7
<PAGE>
Results of Operations
- ---------------------
Three months ended March 31, 1999 compared to the three months ended March 31,
1998
Revenues. Revenues for the three months ended March 31, 1999 were $50,160
which represented an increase of $47,368 compared to revenue of $2,792 for the
three months ended March 31, 1998.
The telemarketing division generated revenue of $46,989 for the three
months ended March 31, 1999 compared to $0 for the three months ended March 31,
1998. This division produced revenue from selling season tickets for the Tampa
Bay Storm of the AFL. The Company anticipates the expansion of this division in
the future to other teams in the AFL, Arena Football2 ("AF2") and minor league
hockey teams.
The remaining amount of revenue was generated from the sale of Predator
merchandise.
General and Administrative Expenses. General and administrative expenses
were $157,267 for the three months ended March 31, 1999, a decrease of $50,781
or 24% compared to $208,048 for the three months ended March 31, 1998. The
majority of this decrease can be attributed to reduced administrative payroll.
Telemarketing Expense. The telemarketing segment incurred expenses in the
amount of $46,746. These costs were associated with operations of this segment.
Interest Income. Interest income for the three months ended March 31, 1999
was $113,868 compared to $24,484 for the three months ended March 31, 1998. The
increase can be attributed to the interest related to the receivable recorded
from the League.
Liquidity and Capital Resources
- -------------------------------
Historically, the Company has financed net operating losses primarily with
loans from the team's former managing general partners and the sale of its
securities.
During April 1998, the Company completed an offering of 40 units, with each
unit consisting of one $450,000 promissory note bearing interest at 7% per annum
and 4,000 warrants to purchase the Company's Class A Common Stock expiring
December 31, 2001. The notes were due on the earlier of December 31, 2001 or the
closing date of a public offering in excess of $5,000,000. A commission of
$95,000 was paid in connection with the transaction. Of the $2,000,000 (40
units) promissory notes, $1,050,000 (21 units) was sold to current stockholders
or directors, including $850,000 (17 units) to Monolith. Notes of $755,000 and
accrued interest of $5,573 were converted to 304,229 shares of the Company's
Class A Common Stock in the August 31, 1998 private placement. The remaining
notes payable and accrued interest of $1,295,774 were paid on September 1, 1998.
On August 11, 1998, the Company completed a private placement of 1,250,000
shares of its Class A Common Stock for $2,500,000 ($2.00 per share) with no
offering costs. These proceeds were used to complete the purchase of the equity
interests in the Arena Football League.
On August 31, 1998, the Company completed a private placement of 1,200,000
shares of its Class A Common Stock for $3,000,000 ($2.50 per share) and paid
offering costs of $749,557. Proceeds from this private placement were used to
pay off the outstanding bridge loans and interest. The remaining proceeds were
used for working capital needs.
In October 1998, the Company completed another private placement offering.
It consisted of one investor totaling $250,000 ($2.50 per share), with
commissions of 15% or $37,500 paid for 100,000 shares of Class A Common Stock.
These proceeds were used to fund current operations.
8
<PAGE>
The reduction of indebtedness using proceeds of the private placements
improved the Company's liquidity by reducing indebtedness required to be paid in
the future. The Company believes that cash flows from operations, along with
distributions related to the recent purchase of two equity interests in the AFL
will enhance the Company's future cash flows and satisfy the Company's
anticipated working capital requirements for at least the next 12 months. This
will be accomplished by the requirement that the AFL make a minimum principal
and interest payment to the Company in the amount of $480,000 annually.
On November 5, 1998, the Company received a payment from the League in the
amount of $672,791. This payment represented the principle payment of $9,546 and
interest of $150,454, as well as a distribution from the League in the amount of
$512,791.
In January and February 1999, the Company completed another private
placement offering. It consisted of three investors totaling $145,000
($2.50-$3.00 per share), with commissions of 15% or $21,750 paid for 75,000
shares of Class A common stock. These proceeds were used to fund current
operations.
Year 2000 Issue
Many computer systems and other equipment with embedded chips or
microprocessors may not be able to appropriately interpret dates after December
31, 1999 because such systems use only two digits to indicate a year in the date
field rather than four digits. If not corrected, many computers and computer
applications could fail or create miscalculations, causing disruptions to the
Company's operations. In addition, the failure of customer and supplier computer
systems could result in interruption of sales and deliveries of key supplies or
utilities. Because of the complexity of the issues and the number of parties
involved, the Company cannot reasonably predict with certainty the nature or
likelihood of such impacts.
Using internal staff and outside consultants, the Company is actively
addressing this situation and anticipates that it will not experience a material
adverse impact to its operations, liquidity or financial condition related to
systems under its control. The Company is addressing the Year 2000 issue in four
overlapping phases: (i) identification and assessment of all critical software
systems and equipment requiring modification or replacement prior to 2000; (ii)
assessment of critical business relationships requiring modification prior to
2000; (iii) corrective action and testing of critical systems; (iv) development
of contingency and business continuation plans to mitigate any disruption to the
Company's operations arising from the Year 2000 issue.
The Company is in the process of implementing a plan to obtain information
from its external service providers, significant suppliers and customers, and
financial institutions to confirm their plans and readiness to become Year 2000
compliant, in order to better understand and evaluate how their Year 2000 issues
may affect the Company's operations. The Company currently is not in a position
to assess this aspect of the Year 2000 issue; however, the Company plans to take
the necessary steps to provide itself with reasonable assurance that its service
providers, suppliers, customers and financial institutions are Year 2000
compliant. This phase is 50% complete to date.
The Company is developing contingency plans to identify and mitigate
potential problems and disruptions to the Company's operations arising from the
Year 2000 issue. This phase is expected to be completed by May 1999. The total
cost to achieve Year 2000 compliance was $39,000, which was invested on a new
networked computer system.
While the Company believes that its own internal assessment and planning
efforts with respect to its external service providers, suppliers, customers and
financial institutions are and will be adequate to address its Year 2000
concerns, there can be no assurance that these efforts will be successful or
will not have a material adverse effect on the Company's operations.
9
<PAGE>
PART II. OTHER INFORMATION AND SIGNATURES
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS 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
Effective January 26, 1999, Brett L. Bouchy joined Orlando Predators
Entertainment, Inc. in the capacities of President and Chief Executive Officer
of the Company, pursuant to a 35 month employment agreement ("Agreement") which
calls for an annual salary of $50,000 and options to purchase 950,000 shares of
common stock at $4.4375 per share. Bouchy additionally has options to purchase
67,080 shares of common stock at $4.75 per share which he received in a previous
employment agreement with the Company whereby he served as a Business
Strategist. Bouchy is also a Director of the Company.
10
<PAGE>
Signatures
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.
Date: May 17, 1999 THE ORLANDO PREDATORS ENTERTAINMENT, INC.
-----------------------------------------
Registrant
/S/ Jeffrey L. Bouchy
---------------------------------------------
Jeffrey L. Bouchy
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 418,300
<SECURITIES> 0
<RECEIVABLES> 1,350,539
<ALLOWANCES> 0
<INVENTORY> 32,710
<CURRENT-ASSETS> 2,845,817
<PP&E> 319,857
<DEPRECIATION> 80,110
<TOTAL-ASSETS> 11,050,355
<CURRENT-LIABILITIES> 2,874,168
<BONDS> 0
0
0
<COMMON> 10,025,733
<OTHER-SE> 77,940
<TOTAL-LIABILITY-AND-EQUITY> 11,050,355
<SALES> 50,160
<TOTAL-REVENUES> 50,160
<CGS> 228,315
<TOTAL-COSTS> 228,315
<OTHER-EXPENSES> 0
<LOSS-PROVISION> (178,155)
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (64,287)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (64,287)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> 0
</TABLE>
