<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[_] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE FISCAL YEAR ENDED
[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
Commission File No.
0-24441
ASPAC COMMUNICATIONS, INC.
-----------------------------
(Exact name of registrant as specified in its charter)
Delaware 95-4652797
------------------------ -------------------------
(State or Other Jurisdiction of I.R.S. Employer Identification Number
Incorporation or Organization)
2049 Century Park East, Suite 1200
Los Angeles, California 90067
------------------------------------------------------------
(Address of Principal Executive Offices including Zip Code)
Registrant's telephone number, including Area Code: 310/712-3288
Securities to be Registered Under Section 12(b) of the Act: None
Securities to be Registered Under Section 12(g) of the Act: Common Stock,
$.0001 Par Value
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or 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
Aggregate market value of voting stock held by non-affiliates of the registrant
at May 13, 1999: Currently there is no public market for these securities.
Number of shares of common stock outstanding at March 31, 1999: Common Stock -
20,075,000
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ASPAC COMMUNICATIONS, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
ASSETS
------
<TABLE>
<CAPTION>
March 31, 1999 September 30, 1998
-------------- ------------------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash $ 4,901 $ 4,686
Prepaid expenses 3,500 3,404
--------- ---------
TOTAL CURRENT ASSETS 8,401 8,052
PROPERTY AND EQUIPMENT
Furniture and equipment 13,415 11,603
Less: accumulated depreciation 4,023 2,628
--------- ---------
TOTAL PROPERTY AND EQUIPMENT 9,391 8,975
OTHER ASSETS
Organization costs 2,025 2,295
Other assets 9,975 2,632
--------- ---------
TOTAL OTHER ASSETS 12,000 4,927
--------- ---------
TOTAL ASSETS $ 29,792 $ 21,954
========= =========
LIABILITIES AND STOCKHOLDER'S DEFICIENCY
----------------------------------------
CURRENT LIABILITIES
Accrued expenses $ 103,141 $ 48,150
Advisory service agreement payable 30,000 60,000
Loan payable 17,346 --
Notes payable 365,000 220,000
--------- ---------
TOTAL CURRENT LIABILITIES 515,487 328,150
STOCKHOLDER'S DEFICIENCY
Preferred stock, $0.0001 par value
20,000,000 shares authorized -- --
Common stock, $0.0001 par value,
100,000,000 shares authorized,
20,075,000 shares issued and outstanding 2,008 2,002
Additional paid-in capital 88,092 88,098
Accumulated deficit during development stage (575,795) (396,296)
--------- ---------
TOTAL STOCKHOLDER'S DEFICIENCY (485,695) (306,196)
--------- ---------
TOTAL LABILITIES AND
STOCKHOLDER'S DEFICIENCY $ 29,792 $ 21,954
========= =========
</TABLE>
<PAGE>
ASPAC COMMUNICATIONS, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
FOR THE PERIOD FROM SEPTEMBER 26,1997
(INCEPTION) TO MARCH 31,1999
----------------------------
(UNAUDITED)
-----------
<TABLE>
<CAPTION>
ACCUMULATED
DEFICIT
ADDITIONAL DURING
COMMON PAID-IN DEVELOPMENT
STOCK CAPITAL STAGE TOTAL
------ -------- ---------- ---------
<S> <C> <C> <C> <C>
Common stock issuance $ 4 $ 196 $ -- $ 200
Net loss from September 26,
1997 (Inception) to
September 30, 1997 -- -- (161,697) (161,697)
------ ------- --------- ---------
Net loss from September
26, 1997 (Inception)
to September 30, 1998 -- -- (396,296) (396,296)
------ ------- --------- ---------
Common stock issuance 1,789 88,102 -- 89,900
Common stock issuance to
consultants for future
services to be rendered 200 (200) -- --
Net loss for the year ended
September 30, 1998 -- -- (234,599) (234,599)
------ ------- --------- ---------
Balance at
September 30, 1998 2,002 88,098 (396,296) (306,196)
Common stock issuance to
officers 6 (6) -- --
Net loss from
October 1, 1998 to
March 31, 1999 -- -- (179,499) (179,499)
------ ------- --------- ---------
BALANCE AT
- ----------
MARCH 31, 1999 $2,008 $88,092 $(575,795) $(485,695)
- -------------- ====== ======= ========= =========
</TABLE>
<PAGE>
ASPAC COMMUNICATIONS, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
------------
<TABLE>
<CAPTION>
Sep. 26, 1997
Three Months Ended Six Month Ended (Inception) to
Mar. 31, 1999 Mar. 31, 1998 Mar. 31, 1999 Mar. 31, 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
NET SALES $ -- $ -- $ -- $ --
----------- ----------- ----------- -----------
OPERATION EXPENSES
Salaries $ 41,598 $ 28,815 $ 77,098 $ 197,472
Rent 8,937 4,800 14,201 35,772
Office supplies & expenses 4,991 1,157 7,873 14,093
Payroll taxes 2,208 2,531 3,815 11,593
Payroll process 218 241 332 930
Telephone expenses 2,484 919 2,661 8,204
Parking fees 1,935 1,650 3,550 9,420
Insurance 1,722 888 3,881 9,565
Other taxes 1,078 6,789 1,078 9,706
Legal and professional fees 12,538 20,346 36,646 67,854
Consulting fees 1,690 2,000 1,690 3,690
Travel expenses 5,552 -- 14,107 18,630
Depreciation 720 675 1,395 4,023
Amortization of organization costs 135 135 270 675
Bank charges 81 -- 106 352
Other expenses 890 1,043 2,955 9,954
----------- ----------- ----------- -----------
Total operating expenses 86,777 71,989 171,658 401,933
----------- ----------- ----------- -----------
LOSS FROM OPERATIONS (86,777) (71,989) (171,658) (401,933)
----------- ----------- ----------- -----------
OTHER INCOME (EXPENSE)
Registration costs-withdrawn Form S-1 -- (5,000) -- (158,650)
Interest income -- 380 50 906
Other income 16 -- 914 922
Interest expense (5,322) (2,000) (8,805) (17,040)
----------- ----------- ----------- -----------
Total other income (expense) (5,306) (6,620) (7,841) (173,862)
----------- ----------- ----------- -----------
NET LOSS DURING DEVELOPMENT
STAGE $ (92,083) $ (78,609) $ (179,499) $ (575,795)
=========== =========== =========== ===========
NET LOSS PER COMMON SHARE (0.0046) (0.0044) (0.0090) (0.0317)
=========== =========== =========== ===========
WEIGHTED AVERAGE NUMBER OF
SHARES 20,023,667 18,020,000 20,021,813 18,182,414
=========== =========== =========== ===========
</TABLE>
<PAGE>
ASPAC COMMUNICATIONS, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
-----------
<TABLE>
<CAPTION>
Sep. 6, 1997
Three Months Ended Six Month Ended (Inception) to
Mar. 31, 1999 Mar. 31, 1998 Mar. 31, 1999 Mar. 31, 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net (loss) $(92,083) $(78,609) $(179,499) $(575,795)
Adjustment to reconcile net loss to net cash
used in operating activities:
Depreciation 720 675 1,395 4,698
Amortization 135 135 270 675
Write off registration Costs -- -- -- 120,000
Changes in assets and liabilities
(Increase) decrease in:
Prepaid expenses 2,889 (2,138) (96) (3,500)
Other assets (7,343) 142 (7,343) (7,575)
Increase (decrease) in:
Accrued expenses 25,333 15,629 54,991 103,141
-------- -------- --------- ---------
Net cash used in operating activities (70,349) (64,165) (130,281) (358,545)
-------- -------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITES:
Purchase of property and equipment (1,812) -- (1,812) (13,900)
Organizational costs -- -- -- (2,700)
Payments under advisory service agreement (30,000) -- (30,000) (90,000)
Increase in other assets -- -- -- (2,400)
Net cash used in investing activities (31,812) -- (31,812) (109,000)
-------- -------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Borrowings 102,346 -- 162,346 394,501
Proceeds from sale of common stock -- -- -- 90,100
Repayment of advances -- -- -- (12,155)
Net cash provided by financing activities 102,346 -- 162,346 472,446
-------- -------- --------- ---------
INCREASE IN CASH AND CASH
EQUIVALENTS 185 (64,165) 253 4,901
CASH AND CASH EQUIVALENTS -
BEGINNING OF PERIOD 4,716 91,107 4,648 --
-------- -------- --------- ---------
CASH AND CASH EQUIVALENTS -
- ---------------------------
END OF PERIOD $ 4,901 $ 26,942 $ 4,901 $ 4,901
- --------------------- ======== ======== ========= =========
</TABLE>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION - NONCASH TRANSACTION:
- -----------------------------------------------------------------------
The company incurred debt in the total amount of $150,000 under a securities
advisory service agreement and related stock subscription agreement. At March
31, 1999, the unpaid portion of this debt amounted to $30,000.
<PAGE>
ASPAC COMMUNICATIONS, INC. AND SUBSIDIARY
(A DEVELOPMEN STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 31, 1999
--------------------
(UNAUDTED)
----------
NOTE 1 - BASIS OF PRESENTATION
- -------------------------------
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles and
the rules and regulations of the Securities and Exchange Commission for
interim financial information. Accordingly, they do not include all the
information and footnotes necessary for a comprehensive presentation of
financial position and results of operations.
It is management's opinion, however that all material adjustments
(consisting of normal recurring adjustments) have been made which are
necessary for a fair financial statements presentation. The results for
the interim period are not necessarily indicative of the results to be
expected for the year.
The Company is operating as a Development Stage Company and intends to
develop and/or construct telecommunication and internet networks in the Far
East including the People's Republic of China. The Company is also
considering operating in other parts of the world, including the United
States.
For further information, refer to the consolidated financial statements and
footnotes included in the company's Form 10-KSB for the year ended
September 30, 1998.
NOTE 2 - NOTES PAYABLE
- ----------------------
On February 1, February 16, March 1, and March 31, 1999, a current
shareholder of the Company executed three promissory notes for $15,000,
$30,000, $25,000, and $15,000, respectively. The note proceeds were
deposited in their entirety into the Company's bank accounts. All notes are
for a one-year period, can be prepaid or extended, and bear interest at 5%
per annum. If the notes are extended past the maturity date, the interest
rate will increase to 7% per annum. On October 2, 1997 and October 27,
1997, June 1, 1998, August 1, 1998, September 15, September 30, November 1,
and November 12, 1998, current shareholders of the Company had also
executed eight promissory notes for $60,000, $100,000, $10,000, $21,000,
$9,000, $20,000, $30,000, and $30,000 respectively, having the same terms
and conditions as the new notes. Therefore, as March 31, 1999, notes
payable aggregated $365,000.
NOTE 3 - AGREEMENT AND PLAN OF REORGANIZATION
- ---------------------------------------------
On November 9, 1998, the Company executed a Agreement and Plan of
Reorganization (the "Agreement") with IDN Telecom, Inc. ("IDN"), a
California corporation. The effective date of the Agreement was November
12, 1998 and the closing date of the Agreement was March 31, 1998, which
could be accelerated or extended with both parties' consents. If due
diligence was completed to the Company's satisfaction, the Company agreed
to issue, upon closing of the Agreement, 20,030,000 shares of common stock
of the Company to IDN's current shareholders in exchange for 100 percent of
IDN's common stocks outstanding.
After a careful due diligence review and analysis of IDN's representations
and financial information, the Company decided on February 11, 1999 to
rescind the Agreement, effective immediately.
NOTE 4 - STOCK ISSUANCE TO OFFICERS
- -----------------------------------
On February 1, 1999, the Board of Director of the Company approved the
issuance of 30,000 shares and 25,000 shares to Mr. Marc F. Mayeres, the
President of the Company, and Ms. Amy Ming Zhang, the
<PAGE>
Corporate Secretary of the Company, respectively. The Company filed a S-8
registration statement on February 23, 1999. The shares were issued on
March 25, 1999.
NOTE 5 - OVERSEAS OFFICE
- ------------------------
In order to better facilitate the negotiation with the potential Chinese
joint venture partners, the Company set up a Beijing Liaison Office on
March 1, 1999. The Company is in the process of registering this Beijing
Liaison Office with relevant authorities in China.
NOTE 6 - COOPERATION AGREEMENT WITH POTENTIAL JOINT VENTURE PARTNERS
- --------------------------------------------------------------------
On March 29, 1999, the Company executed a Cooperation Agreement with
Beijing Sino-Tech Science & Technology Development Center ("Sino-Tech") and
China Education and Research Network ("CERNET") to cooperatively and
jointly invest to provide services for a nationwide Internet access and
service network and its communication lines infrastructure in the People's
Republic of China. The three parties agreed to set up a Sino-foreign
cooperative joint venture to develop the above mentioned nationwide
Internet project, in which the Company will hold 75% of the equity
interest. Under this Cooperation Agreement, the Company is responsible to
invest US$300,000 as part of the initial setup capital of the joint
venture, while Sino-Tech and CERNET will provide office facilities,
equivalent to US$100,000 at market value to the joint venture. The three
parties further agreed that in the event that the three parties decide not
to enter into a more definite Joint Venture Agreement, the office
facilities provided by Sino-Tech and CERNET shall be returned and the funds
invested by the Company shall be refunded.
As of the date of this report, no funds have been advanced to the joint
venture's setup capital and an amendment to the Cooperation Agreement is in
a process of being negotiated. The three parties have preliminarily agreed
to reduce the Company initial investment to the setup capital to
RMB1,500,000 (equivalent to US$176,471) with the remaining balance of
US$123,529 or its RMB equivalence to be invested at a date to be decided by
all parties.
NOTE 7 - LINE OF CREDIT
- -----------------------
On March 1, 1999, the Company obtained a line of credit in the amount of
RMB3,000,000, equivalent of US$361,446, from a Chinese entity. The line
will be used to fund the operation of the Company's Beijing Liaison Office
and the initial investment into the joint venture's setup capital. The
annual interest rate on this line of credit is 8%. As of March 31, 1999,
the Company has withdrawn RMB130,645.74, equivalent of US$15,740 from the
line of credit.
NOTE 8 - FIBER OPTIC LINE LEASE LETTER OF INTENT
- ------------------------------------------------
On March 30, 1999, the Company signed a Letter of Intent with the China
Railroad Communication Center to lease a 2 Mbps, expandable to 622 Mbps,
fiber optic line to connect four major cities in China for RMB1,755,420,
equivalent to US$211,752, per year. The leased line will be used to expand
the backbone capacity of the proposed joint venture between these four
major cities. The Company plans to start this lease after the
establishment of the above mentioned joint venture and when such capacity
expansion is necessary.
NOTE 9 - SUBSEQUENT EVENT
- -------------------------
On May 1, 1999, a current shareholder of the Company executed a promissory
note for the amount of $20,000. The note proceeds were deposited in their
entirety into the Company's bank account. The note is for a one-year
period, can be prepaid or extended, and bears interest at 5% per annum. If
the note is extended past the maturity date, the interest rate will
increase to 7% per annum.
<PAGE>
PART II - MANAGEMENT'S DISCUSION AND ANALYSIS OR PLAN OF OPERATION
Results of Operation for the Three Months Ended March 31, 1999 as Compared to
- -----------------------------------------------------------------------------
the Three Months Ended March 31, 1998:
- --------------------------------------
Operating expenses increased 20% from $71,989 during the three months ended
March 31, 1998 to $86,732 during the three months ended March 31, 1999. The
increase primarily due to the increase in salaries, rent, office supplies &
expenses, and travel expenses relating to the establishment of the Beijing
Liaison Office in March 1, 1999.
The Company's net loss increased from $78,609 during the three months ended
March 31, 1998 to $92,038 during the three months ended March 31, 1999. The
increase in net loss primarily relates to the Company's continuing development
activities in line with the proposed joint venture projects and the
establishment of the Company's Beijing Liaison Office.
Liquidity and Capital Resources and Certain Events Subsequent to December 31,
- -----------------------------------------------------------------------------
1998
- ----
The Company has not generated cash flow from operations to date. The Company's
current cash flow from operations is not capable of supporting existing business
operations in its present form. Since the beginning of its operation, the
Company has financed its U.S. development stage activities primarily through
equity investments and loans from its founding stockholders. The Company's
operation in China, including its Beijing Liaison Office, is financed through a
RMB3,000,000 line of credit obtained from a Chinese entity.
Since the Company started its operation of September 26, 1997, the Company
devotes substantially all of its efforts to developing joint ventures to
establish telecommunications networks and organizational activities. To date,
no revenues were generated from operations, and there is no guarantee the
Company will ever achieve profitable operations.
During the three months ended March 31, 1999, the Company received net cash of
$102,346 from its financing activities. The primary sources of this amount
include (i) four promissory notes executed by one of the Company's current
shareholders on February 1, February 16, March 1, and March 31, 1999 for
$15,000, $30,000, $25,000, and $15,000, respectively; (ii) RMB130,645.74,
equivalent of US$15,740, withdrawn from the RMB3,000,000 line of credit in
China. As of March 31, 1999, the Company has twelve promissory notes from its
current shareholders and one of its officers aggregate to $365,000.
The Company has obtained a verbal agreement and understanding from one of its
shareholders, Finhorn Enterprises Limited, that such shareholder will
financially assist the Company through loans or stock purchases or securing
third-party financing for the Company. At the same time, the Company will also
seek funds in the form of lines of credit and/or equity and debt offerings to
third parties as well as its existing shareholders to finance its operations and
capital requirement for its prospective joint ventures. There can be no
assurances that any sources of financing will be available from existing
shareholders or external sources on terms favorable to the Company or at all or
that the business of the Company will ever achieve profitable operations. In
the event the Company does not receive any such financing or generate profitable
operations, management's options will be to suspend or discontinue its business
activity in its present form.
On January 20, 1999, the Company entered into a Letter of Intent to form a joint
venture with Beijing Sino-Tech Science & Technology Development Center ("Sino-
Tech"), originally established by the China State Planning Commission, and China
Education and Research Network Center ("CERNET"), an affiliate of the China
Ministry of Education. This Letter of Intent was later superseded by a
Cooperation Agreement signed by the three parties on March 29, 1999.
On February 11, 1999, after a careful due diligence review and analysis of IDN's
representations and financial information, the Company decided to rescind the
Agreement and Plan of Reorganizations it entered into with IDN Telecom, Inc. on
November 9, 1998.
<PAGE>
On March 29, 1999, the company entered into a Cooperation Agreement with Sino-
Tech and CERNET to jointly invest and provide services for a nationwide Internet
access and service network and its communication lines infrastructure in the
People's Republic of China. The three parties agreed t set up a Sino-foreign
cooperative joint venture to develop the above mentioned nationwide Internet
project, in which the Company will hold 75% of the equity interest. Under this
Cooperation Agreement, the Company is responsible to invest US$300,000 as part
of the initial setup capital of the joint venture, while Sino-Tech and CERNET
will provide office facilities, equivalent to US$100,000 at market value to the
joint venture. The three parties further agreed that in the event that the
three parties decide not to enter into a more definite Joint Venture Agreement,
the office facilities provided by Sino-Tech and CERNET shall be returned and the
funds invested by the Company shall be refunded. This Cooperation Agreement
supersedes the Letter of Intent signed by the three parties on January 20, 1999.
As of the date of this report, no funds have been advanced to the joint
venture's setup capital and an amendment to the Cooperation Agreement is in a
process of being negotiated. The three parties have preliminarily agreed to
reduce the Company initial investment to the setup capital to RMB1,500,000
(equivalent to US$176,471) with the remaining balance of US$123,529 or its RMB
equivalence to be invested at a date to be decided by all parties. The Company
plans to use the line of credit it obtained in China to facilitate the initial
investment to the setup capital of the joint venture.
On March 30, 1999, the Company signed a Letter of Intent with the China Railroad
Communication Center to lease a 2 Mbps, expandable to 622 Mbps, fiber optic line
to connect four major cities in China for RMB1,755,420, equivalent to
US$211,752, per year. The leased line will be used to expand the backbone
capacity of the proposed joint venture with Sino-Tech and CERNET. The Company
plans to start this lease after the establishment of the above mentioned joint
venture and when such capacity expansion is necessary.
Each of these Cooperation Agreement and Letter of Intent is preliminary in
nature and is subject to the execution of more definitive agreements and to the
receipt of significant approvals and permits from various governmental agencies
in China. There can be no assurances that such definitive agreements will ever
be consummated or that such approvals or permits will be obtained for the
benefit of the Company.
Although each of these Cooperation Agreement and the Letter of Intent sets forth
certain understandings and agreements as to the extent of the contributions,
interest, and terms in these proposed Sino-foreign cooperative joint venture and
the proposed lease, there can be no assurances as the final terms of the
definitive agreements, if any, with respect to these proposed Sino-foreign
cooperative joint venture and the proposed lease.
In addition, the Company's proposed business operations in China are subject to
significant risks. These risks include, but are not limited to, the limited
precedent for the establishment of Sino-foreign cooperative joint ventures for
the purpose of engaging in the telecommunication and Internet industry in China,
government restrictions on foreign business ventures in China, government
regulation of foreign currency exchange and the general political environment in
China.
The Company's successful transition from a development stage company to
profitable operations is dependent upon obtaining adequate financing to fund
current operations and the development of proposed joint ventures. The Company
will continue to seek funds in the form of line of credit and/or equity and debt
securities from third party sources as well as from its existing stockholders.
Subsequent Event
- ----------------
On May 1, 1999, a current shareholder of the Company executed a promissory note
for the amount of $20,000. The note proceed was deposited in its entirety into
the Company's bank account. The note is for a one-year period, can be prepaid
or extended, and bear interest at 5% per annum. If the note is extended past
the maturity date, the interest rate will increase to 7% per annum.
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities and Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated: May 13, 1999 ASPAC COMMUNICATIONS, INC.
By: /s/ Marc F. Mayeres
--------------------
Marc F. Mayeres
President
Pursuant to the requirements of the Securities Act of 1934, as amended, this
Form has been signed below by the following persons in the capacities and on the
dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Liancheng Ji Director May 13, 1999
- --------------------
Liancheng Ji
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> SEP-30-1999 SEP-30-1998
<PERIOD-START> JAN-01-1999 JAN-01-1998
<PERIOD-END> MAR-31-1999 MAR-31-1998
<CASH> 4,901 26,943
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 8,401 31,191
<PP&E> 13,415 11,603
<DEPRECIATION> 4,023 1,279
<TOTAL-ASSETS> 29,792 46,478
<CURRENT-LIABILITIES> 515,487 237,543
<BONDS> 0 0
0 0
0 0
<COMMON> 2,008 1,802
<OTHER-SE> 0 0
<TOTAL-LIABILITY-AND-EQUITY> 29,792 46,478
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 86,777 71,989
<OTHER-EXPENSES> (16) 5,000
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 5,322 1,620
<INCOME-PRETAX> (92,083) (78,609)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (92,083) (78,609)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (92,083) (78,609)
<EPS-PRIMARY> (0.005) (0.004)
<EPS-DILUTED> (0.005) (0.004)
</TABLE>
