<PAGE>2
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[x] Quarterly Report Pursuant to Section 13 or 15(d)
Securities Exchange Act of 1934
for Quarterly Period Ended March 31, 2000
- -OR-
[ ] Transition Report Pursuant to Section 13 or 15(d)
of the Securities And Exchange Act of 1934
for the transaction period from _________ to________
Commission File Number 000-22965
Pinnacle Resources, Inc.
- --------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Wyoming 84-1414869
- - --------------------------------------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
7345 E. Peakview Avenue, Englewood, CO 80111
- - -------------------------------------------------------------------
(Address of principal executive offices, Zip Code)
303-705-8600
- --------------------------------------------------------------------
(Registrant's telephone number, including area code)
Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the 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 [ ]
The number of outstanding shares of the registrant's common stock,
March 31, 2000: Common Stock - 5,835,000
<PAGE>3
PART I -- FINANCIAL INFORMATION
ITEM 1 -- FINANCIAL STATEMENTS
Pinnacle Resources, Inc.
(A Development Stage Company)
Consolidated Balance Sheet
<TABLE>
<CAPTION>
Unaudited Audited
March June
31, 2000 30, 1999
<S> <C> <C>
ASSETS
Current Assets:
Cash $102,602 $145
Accounts Receivable - Other 37,264 $0
Note Receivable and Related Accrued Interest 36,230 32,286
(Less Allowance for Uncollectible Amounts of $48,776)
0 0
-------- -------
Total Current Assets 176,096 32,431
-------- -------
Equipment 69,008 0
Other Assets:
Goodwill 518,514 0
Accumulated Amortization (60,494) 0
-------- -------
Total Other Assets 458,020 0
Long-term Portion of Note Receivable
and Related Accrued Interest 0 100,000
-------- --------
TOTAL ASSETS $703,124 $132,431
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Current Liabilities
Current Portion Of Note Payable $100,000 $100,000
Accounts Payable 10,231 15,800
Accrued Interest 10,175 6,425
--------- --------
Total Current Liabilities 120,406 122,225
Long-Term Portion Of Note Payable 629,127 0
--------- --------
TOTAL LIABILITIES 749,533 122,225
--------- --------
Minority Interest (31,676) 0
SHAREHOLDERS' EQUITY
Preferred Stock , $.01 Par Value
Authorized 2,000,000 Shares; Issued
And Outstanding -0- Shares 0 0
Common Stock, $.00001 Par Value
Authorized 500,000,000 Shares;
Issued and Outstanding 5,835,000 Shares Unaudited,
Issued and Outstanding 4,250,000 Shares Audited 58 43
Capital Paid In Excess Of
Par Value Of Common Stock 573,942 151,457
Retained Earnings (Deficit) Accumulated During The
Development Stage (588,733) (141,294)
--------- ---------
TOTAL SHAREHOLDERS' EQUITY (14,733) 10,206
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $703,124 $132,431
========= =========
</TABLE>
The Accompanying Notes Are An Integral Part
Of These Unaudited Financial Statements.
<PAGE>4
Pinnacle Resources, Inc.
(A Development Stage Company)
Unaudited Consolidated Statement Of Operations
<TABLE>
<CAPTION>
Inception
Unaudited Unaudited January 6,
9 Month 9 Month 1995
Period Ended Period Ended Through
March March March
31, 2000 31, 1999 31, 2000
-------- -------- --------
<S> <C> <C> <C>
Revenue $0 $0 $0
Expenses:
Amortization 60,494 0 60,494
General & Administrative 102,966 4,295 117,267
Prospecting Costs 287,421 0 287,421
Legal & Accounting 20,976 5,553 42,866
Professional Fees 0 0 41,400
Salaries 11,350 7,200 30,550
Telephone 8,840 919 8,840
Travel 31,525 24,378 56,890
--------- -------- ---------
Total 523,572 42,345 645,728
--------- -------- ---------
(Loss) Before Other Income (523,572) (42,345) (645,728)
Other Income (Expense)
Write Down of Notes Receivable and
Related Accrued Interest 0 0 (48,776)
Loss on Foreign Currency Translation 0 0 0
Option Monies Received on Subsidiary Stock 42,707 0 42,707
Interest Income 5,500 23,037 41,563
Interest (Expense) (3,750) (3,750) (10,175)
--------- -------- --------
Total 44,457 19,287 25,319
Minority Interest 31,676 0 31,676
-------- -------- --------
Net (Loss) ($447,439) ($23,058) ($588,733)
======== ======== ========
Basic (Loss) Per Common Share ($0.08) ($0.01)
======== ========
Weighted Average Common Shares
Outstanding 5,428,890 4,168,904
========= =========
</TABLE>
The Accompanying Notes Are An Integral Part
Of These Unaudited Financial Statements.
<PAGE>5
Pinnacle Resources, Inc.
(A Development Stage Company)
Unaudited Statement Of Operations
<TABLE>
<CAPTION>
Unaudited Unaudited
3 Month 3 Month
Period Ended Period Ended
March March
31, 2000 31, 1999
<S> <C> <C>
Revenue $0 $0
Expenses:
Amortization 25,926 0
General & Administrative 25,417 2,120
Prospecting Costs 287,421 0
Legal & Accounting 223 581
Salaries 6,550 2,400
Telephone 8,840 919
Travel 19,941 21,929
--------- --------
Total 374,318 27,949
(Loss) Before Other Income ($374,318) ($27,949)
Other Income (Expense)
Option Monies Received on Subsidiary Stock 42,707 0
Gain on Foreign Currency 1,489 0
Interest Income 2,543 7,939
Interest (Expense) (1,250) (1,250)
--------- -------
Total 45,489 6,689
Minority Interest 31,676 0
-------- -------
Net (Loss) ($297,153) ($21,260)
======== =======
Basic (Loss) Per Common Share ($0.05) ($0.01)
======== =======
Weighted Average Common Shares
Outstanding 5,845,000 4,226,667
========= =========
</TABLE>
The Accompanying Notes Are An Integral Part
Of These Unaudited Financial Statements.
<PAGE>6
Pinnacle Resources, Inc.
(A Development Stage Company)
Unaudited Consolidated Statement Of Cash Flows
<TABLE>
<CAPTION>
Inception
Unaudited Unaudited January 6,
9 Month 9 Month 1995
Period Ended Period Ended Through
March March March
31, 2000 31, 1999 31, 2000
--------- ---------- ---------
<S> <C> <C> <C>
Net (Loss) ($447,439) ($23,058) ($588,733)
Adjustments To Reconcile Net Loss To Net Cash
Used In Operating Activities:
Amortization & Depreciation 60,494 0 60,494
Stock Issued For Services 0 0 1,500
Changes In Operating Assets And Liabilities:
Decrease in Accounts Receivable 2,827 0 2,827
(Net of Acquisition Amount)
(Increase) Note and Interest Receivable (3,944) (23,035) (36,230)
Increase In Note Receivable Allowance 0 0 48,776
Increase (Decrease) In Accounts Payable (7,329) 8,156 4,695
(Net of Acquisition Amount)
Increase In Accrued Interest Payable 1,922 3,750 8,347
-------- ------- ---------
Net Flows From Operations (393,469) (34,187) (498,324)
-------- ------- --------
Cash Flows From Investing Activities:
Cash Received in Acquisition 1,151 0 1,151
Payments from Related Entity 100,000 0 100,000
Purchase of Equipment (69,148) 0 (69,148)
Advances Made To Related Entity 0 (30,000) (145,000)
-------- -------- --------
Net Cash Flows From Investing 32,003 (30,000) (112,997)
-------- -------- --------
Cash Flows From Financing Activities:
Stock Issued For Cash 47,500 50,000 197,500
Monies Received From Loans 416,423 0 516,423
-------- ------- --------
Cash Flows From Financing 463,923 50,000 713,923
-------- ------- --------
Net (Decrease) In Cash 102,457 (14,187) 102,602
Cash At Beginning Of Period 145 18,998 0
======== ======= ========
Cash At End Of Period $102,602 $4,811 $102,602
======== ======= ========
Summary Of Non-Cash Investing And Financing Activities:
Stock Issued For Services $0 $0 $1,500
Stock Issued for Acquisition of Subsidiary $375,000 $0 $375,000
</TABLE>
The Accompanying Notes Are An Integral Part
Of These Unaudited Financial Statements.
<PAGE>7
Pinnacle Resources, Inc.
(A Development Stage Company)
Unaudited Consolidated Statement Of Comprehensive Loss
<TABLE>
<CAPTION>
Unaudited Unaudited
6 Month 6 Month
Period Ended Period Ended
December December
31, 1999 31, 1998
<S> <C> <C>
Net (Loss) ($447,439) ($23,058)
Other comprehensive income net of income tax:
Foreign Currency Translation (563) 0
Comprehensive (Loss) ($448,002) ($23,058)
</TABLE>
The Accompanying Notes Are An Integral Part
Of These Unaudited Financial Statements.
<PAGE>8
Pinnacle Resources, Inc.
Notes To Unaudited Consolidated Financial Statements
For The Nine Month Period Ended March 31, 2000
Note 1 - Unaudited Financial Information
The unaudited financial information included for the three month and
nine month interim period ended March 31, 2000 were taken from the
books and records without audit. However, such information reflects
all adjustments (consisting only of normal recurring adjustments,
which are of the opinion of management, necessary to reflect properly
the results of interim periods presented). The results of operations
for the nine month period ended March 31, 2000 are not necessarily
indicative of the results expected for the fiscal year ended June 30,
2000.
Note 2 - Financial Statements
Management has elected to omit substantially all footnotes relating to
the condensed financial statements of the Company included in the
report. For a complete set of footnotes, reference is made to the
Company's Annual Report on Form 10-KSB for the year ended June 30,
1999 as filed with the Securities and Exchange Commission and the
audited financial statements included therein.
Note 3 - Acquisition
Plateau Resources Ltd.
All currency is stated on US Dollars.
On August 30, 1999 the Company purchased all of the outstanding common
stock of Plateau Resources Ltd.(a South African Corporation) (Plateau)
in exchange for 1,500,000 shares of the Company's common stock valued
at $375,000. The common stock was valued at the bid on the day of the
closing. Plateau was acquired from an independent and unafilliated
third party. Net assets of Plateau as of the date of acquisition was a
negative $143,514. The excess of the purchase price over the fair
value of the assets, in the amount of $518,514 has been allocated to
Goodwill and is being amortized over a 60 month period. Amortization
expense of $43,210 has been recorded in the accompanying consolidated
financial statements for the six month interim period ended March 31,
2000.
The Company has recorded the transaction as a purchase in accordance
with Accounting Principles Board Opinion No. 16. The accompanying
consolidated financial statements include the results of operations of
Plateau from the date of acquisition, August 30, 1999 through March
31, 2000.
The following pro forma condensed consolidated statement of operations
gives effect to the acquisition of Plateau as if it occurred at the
beginning of the period presented. The pro forma financial information
should be read in conjunction with the separate audited financial
statements and notes thereto of each of the companies included in the
pro forma.
The pro forma condensed consolidated statement of operations are not
necessarily indicative of results of operations had the acquisition
occurred at the beginning of the periods presented nor the results to
be expected in the future.
Pro forma Adjustments
Pro Forma Condensed Consolidated Statement of Operations
For the nine month interim period ended March 31, 2000
<TABLE>
Pro Forma
Pinnacle Plateau Adjustments Consolidated
<S> <C> <C> <C> <C>
Revenues $ 0 $ 0 $ 0 $ 0
Operating Expenses 155,325 307,753 77,778 540,856
(Loss) From Operations ( 155,325) (307,753) (77,778) (540,856)
Interest Expense ( 3,750) 0 0 (3,750)
Interest Income 4,427 1,073 0 5,500
Minority Interest 0 0 31,676 31,676
Net (Loss) $ (154,648) $(306,680) (46,102) $ (507,430)
Net (Loss) per share
Basic & diluted $ ( .03) $ (73.61) $ (.09)
Basic & Diluted Shares O/S 5,428,890 4,166 5,428,890
</TABLE>
<PAGE>9
Pinnacle Resources, Inc.
Notes To Unaudited Consolidated Financial Statements
For The Nine Month Period Ended March 31, 2000
Note 3 - Acquisition (Continued)
Pro Forma Condensed Consolidated Statement of Operations
For the nine month interim period ended March 31, 1999
<TABLE>
<CAPTION>
Pro Forma
Pinnacle Plateau Adjustments Consolidated
<S> <C> <C> <C> <C>
Revenues $ 0 $ 0 $ 0 $ 0
Operating Expenses 42,345 28,875 77,778 148,998
(Loss) From Operations ( 42,345) (28,875) (77,778) (148,998)
Interest Expense ( 3,750) 0 0 (3,750)
Interest Income 23,037 71 0 23,108
Net (Loss) $ (23,058) $(28,804) (77,778) $ (129,640)
Net (Loss) per share
Basic & diluted $ ( Nil ) $ (6.91) $ (.02)
Basic & Diluted Shares O/S 5,428,890 4,166 5,428,890
</TABLE>
Nine month interim period ended March 31, 2000:
The consolidated financial statements of Pinnacle Resources, Inc.
Include the results of operations for Plateau for the period August
30, 1999 through March 31 2000. The financial statements of Plateau
presented in the pro forma statement are the results of operations of
Plateau for the six month interim period ended March 31, 2000.
Therefore the adjustments reduce the pro forma consolidated
information for the duplication of the period August 30, 1999 through
September 30, 1999 by the following:
Operating expenses: $23,409, Loss from operations and net loss
$22,282. The adjustments include the increased amortization expense
resulting from the Goodwill as if it was amortized for a full nine
month period.
Nine month interim period ended March 31, 1999:
The adjustments include the amortization expense resulting from
Goodwill as if the Goodwill was amortized for the three month interim
period of $77,778 and the 1,500,000 shares increased to weighted
average shares outstanding to give effect of the shares issued in the
acquisition.
Pinnacle Resources, Inc.
Notes To Unaudited Consolidated Financial Statements
For The Nine Month Period Ended March 31, 2000
Note 3 - Acquisition (Continued)
The pro forma condensed consolidated financial information do not show
any adjustments for a change in income tax benefit as the total pro
forma consolidated benefit for income taxes would be offset by any
valuation allowance due to any deferred tax asset derived from net
operating losses. The valuation allowance offsets the net deferred tax
asset for which there is no assurance of recovery.
Note 4 - Principles of Consolidation
The consolidated financial statements include all significant
subsidiaries. On August 30, 1999 the Company entered into a business
combination with Plateau Resources, Ltd. The combined Company accounts
owned 100% by the Company accounts for its investment in Plateau under
the equity method.. The business combination impacts the Company's
December 31, 1999 results to other periods because Plateau included in
the Company's results of operations for only 31 days in this interim
period.
Note 5 - Foreign Currency Translation
The financial statements of the Company's subsidiary is translated
into United States dollars using current rates of exchange, with gains
and losses included in the cumulative translation adjustment account
in the shareholders equity statement of the consolidated balance
<PAGE>10
sheets. These adjustments, along with gains and losses on currency
transactions are reflected in the consolidated statement of
operations.
Minority Interest
In January 2000 the subsidiary, Plateau Resources, Ltd. sold 499
shares of stock leaving the Company with a 89.9% interest at March 31,
2000.
<PAGE>11
Item 2. Management's Discussion and Analysis or Plan of Operations
Trends and Uncertainties. The financial statements have been
prepared assuming that the Company will continue as a going concern.
The Company is in the development stage and had no operations as of
its latest fiscal year endJune 30, 1999. The deficiency in working
capital as of March 31, 2000 raises substantial doubt about its
ability to continue as a going concern. In the course of its
development activities the Company has sustained continuing losses and
expects such losses to continue for the foreseeable future. The
Company's management plans on advancing funds on an as needed basis
and in the longer term to revenues from the operations of which there
is no assurance. The Company's ability to continue as a going
concern is dependent on these additional management advances, and,
ultimately, upon achieving profitable operations.
The Company has expended charges for professional fees. These
professional fees were paid to Victory Minerals, Inc., an affiliated
company, for services provided in connection with the registration
process, raising capital and pursuing proposed business opportunities.
These are not expected to be of a recurring nature.
Until revenues commence, the Company shall raise funds through equity
financing which may or not be successful. The Company has tried to
limit its general and administrative expenses. The Company has
little or no control as to the demand for its services and, as a
result, inflation and changing prices could have a material effect on
the future profitability of the Company.
The Company will focus its financing and capital arrangement
activities on emerging growth companies which plan to raise capital in
the public markets within a reasonable short period of time, i.e., one
to two years. Although the Company will initially target small
mining companies due to its contacts in that industry, management has
not identified any particular industry within which the Company will
focus its efforts. Rather, management intends to identify any number
of candidates which may be brought to its attention through present
associations or by word-of-mouth. Initially the Company intends to
arrange sources of funding and finance for its prospective clients
through established sources for such funds by acting as a finder or
broker to the lender and as an arranger or financial consultant to the
borrowing party. In the emerging markets of South Africa and South
America, opportunities exist where small mining companies seek funding
from outside sources for capitalization because it is not available
locally.
Management has over 70 years of combined business experience involving
a variety of situations where financing and/or funding has been
required in order to effectuate a mining opportunity. Individually,
management personnel has directly funded, underwritten or brokered
financing for a number of mining prospects over the years, both in the
domestic market as well as South Africa and South America.
Management believes that the Company will be able to successfully seek
out potential candidates who are interested in obtaining loans from
the Company in the immediate future. This belief is based upon the
perceived difficulty of many development and growth stage companies
who require additional financing, but are unable to obtain the same
from established sources, such as banking institutions and venture
capitalists. As interest rates begin to rise, management anticipates
that those types of entities earmarked by the Company as possible
clients will continue to seek out the Company as a lending source, as
management views a potential borrower's borrowing base in a different
light than banks. For loans made by regulated commercial lenders,
there is normally a structured review and evaluation of a prospective
borrower's loan application by the lender, including an in-depth
review of such application by a loan committee. The loan committee
will then approve or reject each application as it is submitted. The
evaluation and approval of loans depends on subjective factors and
judgments, as well as objective criteria, such as loan to value ratios
and independent appraisals, when appropriate or available. The
Company's loan committee consists of substantially fewer persons than
a commercial lender and uses a less formal procedure than more
traditional lenders. It is possible that any such subjective factors
and judgments may prove to be incorrect with a resulting loss of part
or all of the Company's investment in any particular loan.
However, as part of the consideration provided to the Company for
issuance of its loans, the Company receives its interest and attempts
to also obtain additional consideration in the form of equity or
<PAGE>12
options or warrants in the borrower. In the event the borrower's
business plan proves successful, the Company may receive substantial
returns as a result of this equity enhancement.
Most venture capitalists take an aggressive equity position far in
excess of that of the Company and in many instances, takes an active
role in the management of their clients. Management believes that
this makes venture capitalists unattractive to those types of entities
with whom the Company does business.
The Company's ability to become a significant lender is impaired
primarily by its own lack of capital with which to make loans. While
management would welcome the opportunity to make more loans for larger
amounts, management finds itself in the same predicament as that of
its prospective clients. That is, the lack of capital with which to
fully implement the Company's business plan. Management hopes that
as the Company begins to make successful loans, its track record will
allow the Company to attract either private investors seeking to
invest in the business of the Company on a private basis, or that the
Company will be able to attract an investment banker willing to
underwrite a secondary offering of the Company's securities to
generate additional capital. There are no assurances that the
Company will be able to attract either of the aforesaid entities to
increase the Company's working capital. If the Company is unable to
obtain additional working capital, it is unlikely that the Company
will generate any substantial growth in the near future.
Capital Resources and Source of Liquidity. The Company currently
has no material commitments for capital expenditures. Since July
1997, the Company has paid $300 rent per month for its current office
space. An increase in lease payments could have negative effect on
the cash flow and liquidity of the Company.
For the nine months ended March 31, 2000, the Company had cash
received in acquisition of $1,151. The Company received payments
from related entity of $100,000 and purchased equipment of $69,148.
As a result, the Company had net cash flows from investing activities
of $32,003 for the nine months ended March 31, 2000.
For the nine months ended March 31, 1999, the Company had advances
made to related entity of $30,000 resulting in cash flows from
investing activities of $30,000.
For the nine months ended March 31, 2000, the Company received $47,500
from the issuance of stock and received $416,423 from loans resulting
in net cash flows from financing of $463,923.
For the nine months ended March 31, 1999, the Company issued stock for
cash of $50,000 resulting in cash flows from financing activities of
$50,000.
Results of Operations. The Company expects to earn consulting fees,
commissions, brokerage points and equity participation for having
acted as an arranger and go-between from having effectuated a
financing package on behalf of a client and a funding source. To
date, the Company has not yet commenced operations or received any
revenues.
The Company had a net loss for the nine months ended March 31, 2000 of
$(447,439). The Company had a decrease in accounts receivable of
$2,827, an increase of $3,944 in interest receivable for the nine
months ended March 31, 2000, a decrease in accounts payable of $7,329
and an increase in accrued interest payable of $1,922. As a result,
the Company had net cash flows from operations of ($393,469) for the
nine months ended March 31, 2000.
The Company incurred legal and accounting costs of $20,976, general
and administrative expenses of $102,966, prospecting costs of
$287,421, salaries of $11,350, telephone of $8,840 and travel expenses
of $31,525 for the nine months ended March 31, 2000.
The Company had a net loss for the nine months ended March 31, 1999 of
$(23,058). The Company had an increase of $23,035 in interest
receivable for the nine months ended March 31, 1999, an increase in
accounts payable of $8,156 and an increase in accrued interest payable
of $3,750. As a result, the Company had net cash flows from
operations of $34,187 for the nine months ended March 31, 1999.
<PAGE>13
The Company incurred legal and accounting costs of $5,553, office
expense of $493, officer remuneration of $7,200, professional fees of
$850, rent of $2,700, stock transfer of $252, telephone of $919 and
travel of $24,378 for the nine months ended March 31, 1999.
Plan of Operation. The Company is not delinquent on any of its
obligations even though the Company has not yet begun to generate
revenue. The Company will identify and subsequently qualify
prospective clients. Current operations require minimal cash
infusions. The Company may borrow funds or obtain equity financing
from affiliated persons or entities to continue operations, if
necessary. The Company intends to market its services
utilizing cash made available from the recent private sale of its
Common Shares. The Company is of the opinion that revenues from its
services along with proceeds of the private sale of its securities
will be sufficient to pay its expenses until receipt of revenues at a
level to sustain operations.
<PAGE>14
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. not applicable.
Item 2. Changes in Securities and Use of Proceeds. not applicable.
Item 3. Defaults Upon Senior Securities. not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
not applicable.
Item 5. Other Information. not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Reports on Form 8-K.
(b) Exhibits. * Exhibit 27 - Financial Data Schedule
* A summary of any Exhibit is modified in its entirety by reference to
the actual Exhibit.
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.
PINNACLE RESOURCES, INC
By: /s/ Glen R. Gamble, President and Director
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-END> MAR-31-2000
<CASH> 0
<SECURITIES> 102,602
<RECEIVABLES> 37,264
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 176,096
<PP&E> 69,008
<DEPRECIATION> 0
<TOTAL-ASSETS> 703,124
<CURRENT-LIABILITIES> 120,406
<BONDS> 0
<COMMON> 58
0
0
<OTHER-SE> (14,791)
<TOTAL-LIABILITY-AND-EQUITY> 703,124
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,750
<INCOME-PRETAX> (447,439)
<INCOME-TAX> 0
<INCOME-CONTINUING> (447,439)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (447,439)
<EPS-BASIC> (.08)
<EPS-DILUTED> (.08)
</TABLE>
