U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
Quarterly Report Under
the Securities Exchange Act of 1934
For Quarter Ended: December 31, 1999
Commission File Number: 0-28103
AMERICA'S SPORTS VOICE, INC.
----------------------------
(Exact name of small business issuer as specified in its charter)
New York
(State or other jurisdiction of incorporation or organization)
11-3363563
(IRS Employer Identification No.)
247 Broadway
Huntington, New York
(Address of principal executive offices)
11743
(Zip Code)
380 Hempstead Avenue
West Hempstead, New York 11552
(Former Address of small business issuer)
(631) 754-9200
(Issuer's Telephone Number)
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 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 ____.
The number of shares of the registrant's only class of common stock issued and
outstanding, as of December 31, 1999, was 5,987,500 shares.
<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS.
The unaudited financial statements for the six month period ended December
31, 1999, are attached hereto.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the America's
Sports Voice, Inc.'s (the "Company" or "ASV") unaudited financial statements and
notes thereto included herein. In connection with, and because it desires to
take advantage of, the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, the Company cautions readers regarding certain
forward looking statements in the following discussion and elsewhere in this
report and in any other statement made by, or on the behalf of the Company,
whether or not in future filings with the Securities and Exchange Commission.
Forward looking statements are statements not based on historical information
and which relate to future operations, strategies, financial results or other
developments. Forward looking statements are necessarily based upon estimates
and assumptions that are inherently subject to significant business, economic
and competitive uncertainties and contingencies, many of which are beyond the
Company's control and many of which, with respect to future business decisions,
are subject to change. These uncertainties and contingencies can affect actual
results and could cause actual results to differ materially from those expressed
in any forward looking statements made by, or on behalf of, the Company. The
Company disclaims any obligation to update forward looking statements.
The Company generated no revenues during the six month period ended
December 31, 1999. However, management did elect to write off an account
receivable due from an unaffiliated party in the amount of $339,808, as it
appeared to management that the likelihood of recovering all or a portion of
such receivable was not expected to occur in the foreseeable future, or at all.
In addition, the Company incurred $101,614 in selling, general and
administrative expenses during the six month period ended December 31, 1999, as
compared to $45,155 for the similar period ended December 31, 1998, primarily as
a result of expenses incurred by the Company relating to the filing of a
registration statement on Form 10-SB with the Securities and Exchange Commission
during the applicable period.
Management of the Company anticipates that the Company will not generate
any significant revenues until the Company accomplishes its business objectives
outlined hereinbelow under "Plan of Operation."
2
<PAGE>
Plan of Operation
ASV is a high technology, multi-media marketing company utilizing both the
Internet and publishing businesses to accomplish its business objectives. The
Company intends to provide timely sports information, sports programming,
discounted travel benefits and sports merchandise to its members through it's
quarterly magazine and website. In addition, management is also reviewing
various business opportunities which have been presented, which opportunities
are outside of the current scope of the Company's business.
ASV has earmarked a national and international audience to market its
sports membership program. The Company is currently positioning to launch its
membership drive in the northeast United States, commencing in the New York
metropolitan area. To promote the ASV brand name to new regions and markets, the
Company expects to utilize television, radio, print, direct mail advertising and
trade shows in addition to Internet advertising. Each of the advertising media
is intended to solicit a different segment of the Company's target market. Along
with radio and print media, ASV expects to work with local retail organizations,
such as sporting good stores, sports bars and sports memorabilia stores. This is
expected to strengthen the ASV brand name to sports fans in the places they
frequent most.
The Company is presently positioning strategic alliances with various
organizations to place "take-one" applications in their multiple locations, thus
developing alliance members. The locations in different businesses will provide
prospective members with discounts on goods and/or services. For participating
in this network, ASV will pay the retailer or organization a commission on each
member that signs up through their store or location. The Company will utilize
all efficient and cost effective means of attracting additional members.
Management feels that recent history and public outcry make this the perfect
time to launch the ASV membership marketing campaign.
ASV's membership program is offered for a $29.95 fee and intends to provide
its members with several benefits including (i) a multi-media website for them
to interact and access areas of interest; (ii) a comprehensive quarterly
magazine of approximately 16-24 pages, in full color; (iii) sports ticket
discounts; (iv) contests, prizes and giveaways; and (v) travel, merchandise and
service discounts. In addition, as the Company grows and if the membership
numbers increase (of which there can be no assurance) the Company's eventual
ability to influence the owners, players and sponsors should also increase.
ASV also intends to develop multi-media platforms from which to launch
other entertainment oriented projects. In this regard, ASV is currently in
negotiations with a radio station, Internet
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service provider and theatrical and event ticket providers. These recent
negotiations involve the production and broadcast of the future ASV Sports Hour.
The format will consist of sports interviews and call-ins, a format sports fans
are accustomed to and follow. This broadcast will be available through the
Company's website, providing ASV an international reach with a local market and
future syndication program. With the Internet distribution the Company will
reach more of its members and they can listen live or at any convenient time
because the content will be archived and available on the website.
ASV's aggressive multi-media marketing campaigns will include utilizing the
Company's Internet website and quarterly magazine along with traditional print
media, radio, television, billboard and sports trade shows. The Company plans
targeting sports enthusiasts through the use of each of the above media. The
Internet advertising will consist of strategically placed ads on the world wide
web. Utilizing ASV's quarterly magazine, the Company will promote its brand
identity. Print media advertising will be represented by sports periodicals,
daily newspapers and entertainment magazines. Radio advertising will target
sports based broadcast stations across the country. Television commercials will
run during sporting events. Billboards will be used nationally throughout major
metropolitan cities. ASV also intends to attend the sports trade show circuit to
market its products.
The Company has reached an agreement with CPNM, Jenkintown, Pennsylvania,
whereby CPNM has agreed to provide multimedia marketing services to the Company,
including: (i) Internet services; (ii) cross promotion with various other sports
related entities, including sports collectibles; (iii) fax broadcast campaigns;
(iv) television, where ASV will be featured on various television programs
specializing in direct response programming and spot advertising; and (v)
various other public relations activities, including press releases, increasing
visibility of the Company through newspaper and magazine advertising and
consumer mail inserts. In exchange for these services, the Company has agreed to
form a joint venture with CPNM and divide all membership fees received through
CPNM's efforts. Following is a more detailed description of the Company's
marketing activities.
ASV plans to capitalize on management's perceived enormous growth of the
Internet. Management believes Internet usage is growing significantly. Thus far,
Internet usage has grown from 50 million dollars in 1996, to a projected one
billion dollars by the year 2000. According to IBM's publicly reported research,
in 1996 there was $900 million in Internet based sales, $2 billion in 1997 and
projected to $200 Billion in 2000.
ASV has been developed to capitalize on opportunities in the field of
Internet commerce. Retail customer acceptance of secure electronic financial
transactions on the Internet have accelerated
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and the Company expects that it will continue to grow. The Company will produce
and distribute timely sports news and scores, team information and player
statistics at its web page and print magazine. The scores and articles will be
provided by a national news service provider, down loaded to the Company's site
multiple times a day and integrated into the Company's magazine. By having both
an Internet presence with the Company's website and print magazine, ASV can
expand its research to a broader market group. The website content programming
will include both sports and non- sports celebrity interviews and editorials
written by in-house correspondents and freelance journalists. Daily Internet
sports trivia contests, in addition to weekly and monthly give away promotions,
will include ASV products (hats, T-shirts, bags, etc.) and sporting event
tickets. These promotions will contribute to ASV's brand image. Management
believes that it is extremely important to build ASV's brand image, which should
enable the Company in the near future to attract advertisement revenue on the
website and in the magazine producing an additional stream of income from
advertising revenues as the Company's concept grows. The advertising and
marketing campaign will blanket targeted markets with saturation advertising.
This will promote the America's Sports Voice, Inc. brand name in the consumer
marketplace. The national and international market place will be broken down
into regions. The first region to be actively advertised and marketed will be
the northeast United States focusing on the New York metropolitan area
marketplace to launch the Company's campaign. The campaign will include the use
of the major Internet search engines, such as Excite, Yahoo, Lycos and
Webcrawler, which will target a nationwide audience in addition to European
nations as far away as Japan, which alone has millions of fans of American
professional sports.
ASV's website will offer a multitude of timely and comprehensive sports
information. Only the home page (first i.e. magazine cover) will be available to
all, but the core of the content will not be accessible unless the person is a
member. They can join by calling the Company's toll free marquee number or
instantly by a simple secure transaction with a credit card over the Internet.
This quick transaction will provide the new member with a log on name and
password allowing instant access to all member content areas of the website,
interviews, statistics information, chat rooms and contest areas.
The site provides ASV with an additional future advertising revenue stream
as the site is visited and becomes a viable medium to other companies interested
in marketing products or services to its members. Because Internet sites which
receive high visitor traffic develop huge databases, if the site is successful
(of which there can be no assurance) ASV will be able to capitalize on this high
visitor volume by offering marketing and consulting services to multiple
businesses which require database information in order to expand their market
penetration. Alliance members will be
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listed on the site as they are signed up to instantly notify members of new
locations to receive discounts on goods or services. The website will hold a
multitude of contests such as daily sports trivia, weekly contests and monthly
drawings. The contests will interest members to check the site often, even
multiple times daily from home or office quickly and easily. This traffic
visiting the Company's website will act as an incentive for potential
advertisers to market their goods to the website's visitors. The content of the
website will change often, specifically daily wherein sports related stories and
scores will be updated multiple times throughout the day.
In addition to the Company's on-line interactive website, ASV intends to
offer its members a quarterly magazine that will focus on important sports
issues and how they relate to the average fan. The publishing industry is
benefiting from the tremendous growth in the popularity of sports in this
country over the past two decades. According to the Sports Management Research
Bureau research, the four major monthly magazines (Sports Illustrated, Inside
Sports, Sporting News and Sport) have a total of over 192 million adult readers
each month. Sports Illustrated ranked second among U.S. magazines in advertising
revenues in 1996. Due to the frustration with sports in this country today,
ASV's magazine is expected to be attractive to the majority of the current
sports magazine readers.
ASV's magazine will differ from traditional sports publications which tend
to consist of the news aspect of the games, most serving only to relay
information of what is happening without any offering of how fans relate to the
situations. These magazines and newspapers track the "what" while ASV can
include the "why" and the "how" of sporting events. In addition, alliance member
businesses who offer the Company's members a discount will be listed in each
issue. The magazine is expected to be between 16-24 pages in length and
management has reached an agreement with a publisher to publish up to 60,000
copies in full color, at a cost of approximately $.37 per copy.
As membership grows in the organization (of which there can be no
assurance) the magazine is expected to become an additional revenue stream
generating advertisers dollars. In the initial issues the Company will offer
deep discounts to organizations that will commit to a term of advertising based
on an increasing fee scale as membership builds.
Aside from the serious issues in sports today, ASV will also offer its
members an entertaining side. This will consist of trivia questions, rotisserie
and fantasy league sections, fan mail and columns written by in-house staff,
freelance journalists, players and agents. The magazine and website will report
the hottest issues that concern the fan. These include franchise movement,
expansion, contract negotiations, ticket allocation, price increases, revenue
sharing and player conduct. Each quarter will include a section
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dedicated to fans' comments. This will allow fans an additional venue besides
the website to express their opinions and concerns every quarter. In addition,
ASV will track player movements via trades and free agency, conduct player and
owner interviews, and invite players, owners and sports columnists to write a
guest column.
ASV's long term print media plan is to advertise in the sports section of
all major market newspapers throughout the country. The Company will also
advertise in many of the sports related magazines (i.e., Sporting News). In
addition, ASV will promote its membership via 24-hour sports talk radio
stations. The Company's plan is to strategically place ads on these stations
throughout the country during various segments and shows each day. These two
advertising venues will be launched simultaneously to ensure saturation of each
particular market.
In addition to radio and print media, ASV will work with local retail
organizations, such as sporting goods stores, sports bars and sports memorabilia
stores. This will help broaden the reach of the Company name to all sports fans
in every area of the country. These organizations will place "take-one"
applications in their stores and they will offer members discounts on their
products. For their services, ASV will offer a commission for each member that
signs up in their particular store. They will also be on a list of alliance
member organizations that offer members a discount, which are featured on the
Company's website and quarterly in the Company's magazine.
Revenues are derived from membership fees, renewal fees, advertising sales
and merchandise sales. Each income stream is driven by the membership base, as
the membership increases the advertising rates will increase as well as an
increase in volume of merchandise sales. ASV's advertising revenues are derived
from the Company's two main outlets: its website and the quarterly magazine.
ASV's merchandise will include licensed and private label apparel, sports
memorabilia, historical sports videos and CD ROM's.
The Company anticipates that it will not require infusion of additional
capital to accomplish its business objectives described herein, in that
anticipated revenues from operations will be sufficient to fund operations.
However, if the Company requires additional funding or determines it appropriate
to raise additional funding during such period, there is no assurance that
adequate funds, whether through additional equity financing, debt financing or
other sources, will be available when needed or on terms acceptable to the
Company. Further, any such funding may result in significant dilution to
existing stockholders. The inability to obtain sufficient funds from operations
and external sources when needed would have a material adverse affect on the
Company's business, results of operations and financial condition.
7
<PAGE>
In addition to the discussion above, management is also reviewing various
business opportunities which have presented themselves to the Company. While no
definitive agreement has been reached as of the date of this report, substantive
discussions have taken place between the Company and an entity engaged in
processing gourmet meals for first class passengers on many airlines. If
consummated, it is anticipated that the Company will issue shares of its common
stock, plus an undetermined amount of cash, in exchange for either acquisition
of certain assets or all or a portion of stock from the seller. However, there
can be no assurances that the Company will successfully consummate this proposed
transaction.
Liquidity and Capital Resources
The Company presently has nominal cash or cash equivalents. Because the
Company is not required to pay rent or salaries to any of its officers or
directors, management believes that the Company has sufficient funds to continue
operations through the foreseeable future. The President of the Company has
agreed to waive any salaries due pursuant to his employment agreement with the
Company until such time as the Company begins generating revenues from
operations, of which there can be no assurance.
Year 2000 Disclosure
Many existing computer programs use only two digits to identify a year in
the date field. These programs were designed and developed without considering
the impact of the upcoming change in the century. If not corrected, many
computer applications could fail or create erroneous results by or at the Year
2000. As a result, many companies will be required to undertake major projects
to address the Year 2000 issue. The Year 2000 issue is the result of computer
programs written using two digits rather than four to define the applicable
year. As a result, date-sensitive software may recognize dates using "00" as the
year 1900 rather than the year 2000. This could result in system failures or
miscalculations causing disruptions of operations, including, among others, a
temporary inability to process transactions, send invoices, or engage in similar
normal business activities.
Because the Company's systems and software are relatively new, management
does not expect Year 2000 issues related to its own internal systems to be
significant and does not anticipate that it will incur significant operating
expenses or be required to invest heavily in computer systems improvements to be
Year 2000 compliant. As the Company makes arrangements with significant
suppliers and service providers, the Company intends to determine the extent to
which the Company's interface systems may be vulnerable should those third
parties fail to address and correct their own Year 2000 issues. There can be no
assurance that the systems of suppliers or other companies on which the Company
relies will be converted in a
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timely manner and, accordingly, will not have a material adverse affect on the
Company's systems. Additionally, there can be no assurance that the computer
systems necessary to maintain the viability of the Internet or any of the web
sites that direct consumers to the Company's website will be Year 2000
compliant. As part of the Company's overall Year 2000 compliance plan, the
Company intends to monitor systems performance and plans to develop a rapid
response program in the event of any significant disruption as a result of the
Year 2000 issues. The Company believes it is taking the steps necessary
regarding Year 2000 compliance with respect to matters within its control.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS - NONE
ITEM 2. CHANGES IN SECURITIES - 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 -
(a) Exhibits
EX-27 Financial Data Schedule
(b) Reports on Form 8-K
None.
9
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<TABLE>
AMERICA'S SPORTS VOICE, INC.
(a development stage company)
CONDENSED BALANCE SHEETS
ASSETS
<CAPTION>
December 31, June 30,
1999 1999
(unaudited)
------------ --------------
<S> <C> <C>
Cash $ 414 $ (10)
Loans receivable, net of allowance 41,048 379,707
------------ --------------
Total current assets 41,462 379,679
Office equipment and computer software,
net of accumulated depreciation 915 1,685
Other assets 75 75
------------ --------------
Total assets $ 42,452 $ 381,457
============ ==============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Accounts payable and accrued expenses $ 162,679 $ 65,937
Loan payable-officer 5,575 -
------------ --------------
Total current liabilities 168,254 65,937
------------ --------------
Stockholders' equity (deficit):
Common stock, $.0001 par value
150,000,000 shares authorized
4,987,500 shares issued and
outstanding at June
5,987,500 shares issued and
outstanding at December 599 499
Additional paid-in capital 723,506 723,506
Deficit accumulated during
the development stage (849,907) (408,485)
------------ --------------
Total stockholders' equity (deficit) (125,802) 315,520
------------ --------------
Total liabilities and stockholders'
equity (deficit) $ 42,452 $ 381,457
============ ==============
</TABLE>
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<TABLE>
AMERICA'S SPORTS VOICE, INC.
(a development stage company)
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
<CAPTION>
February
Six-month 2, 1997
periods ended (inception)
December 31, through
-------------------- December
1999 1998 31, 1999
--------- --------- ---------
<S> <C> <C> <C>
Revenues $ - $ - $ -
--------- --------- ---------
Selling, general and administrative 101,614 45,155 410,099
Bad debt expense 339,808 - 439,808
--------- --------- ---------
441,422 45,155 849,907
--------- --------- ---------
Net loss $(441,422) $ (45,155) $(849,907)
========= ========= =========
Basic loss per share $ (0.08) $ (0.01) $ (0.20)
========= ========= =========
Weighted average common shares outstanding 5,487,500 4,113,696 4,163,681
========= ========= =========
</TABLE>
11
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<TABLE>
AMERICA'S SPORTS VOICE, INC.
(a development stage company)
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
<CAPTION>
Three-month periods ended
December 31,
-----------------------
1999 1998
--------- ---------
<S> <C> <C>
Revenues $ - $ -
--------- ---------
Selling, general and administrative expenses 67,962 2,782
Bad debt expense 339,808 -
--------- ---------
407,770 2,782
--------- ---------
Net loss $(407,770) $ (2,782)
========= =========
Basic loss per share $ (0.07) $ (0.00)
========= =========
Weighted average common shares outstanding 5,987,500 4,137,500
========= =========
</TABLE>
12
<PAGE>
<TABLE>
AMERICA'S SPORTS VOICE, INC.
(a development stage company)
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<CAPTION>
February
17, 1993
Six-month periods ended (inception)
ended December 31, through
---------------------- December
1999 1998 31, 1999
--------- --------- ---------
<S> <C> <C> <C>
Net loss $(441,422) $ (45,155) $(849,907)
--------- --------- ---------
Adjustments to reconcile net loss to net cash used in operating activities:
Bad debt 339,808 - 439,808
Depreciation 770 - 2,160
Increase in accounts payable
and accrued expenses 96,742 - 162,604
--------- --------- ---------
Net cash used in
operating activities (4,102) (45,155) (245,335)
--------- --------- ---------
Cash flows used in investing activities:
Capital expenditures - - (3,075)
Loans (advanced) repaid (1,149) 220 (480,856)
--------- --------- ---------
Net cash provided by (used in)
investing activities (1,149) 220 (483,931)
--------- --------- ---------
Cash flows from financing activities:
Stockholder loans 5,575 - 5,575
Proceeds from issuance of common stock 100 97,000 724,105
--------- --------- ---------
Net cash provided by
financing activities 5,675 97,000 729,680
--------- --------- ---------
Net increase (decrease) in cash 424 52,065 414
Cash, beginning of period (10) (11) -
--------- --------- ---------
Cash, end of period $ 414 $ 52,054 $ 414
========= ========= ==========
</TABLE>
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<PAGE>
AMERICA'S SPORTS VOICE, INC.
(a development stage company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
December 31, 1999
1. Unaudited interim financial statements
The accompanying unaudited financial statements have been prepared in
accordance with the instructions for Form 10-QSB and do not include all
of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion
of management, all adjustments, consisting only of normal recurring
adjustments considered necessary for a fair presentation, have been
included. Operating results for any quarter are not necessarily
indicative of the results for any other quarter or for the full year.
These statements should be read in conjunction with the financial
statements of America's Sports Voice, Inc. and notes thereto included
in the Company's Quarterly Report on Form 10-QSB for the six-month
period ended December 31, 1999.
Use of estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the period. Actual results could differ from those
estimates.
History and business activity
America's Sports Voice, Inc. (the "Company") (a development stage
company) was incorporated in the State of New York in February 1997.
The Company was formed to create a sports fan advocacy group that
provides sports information, sports programming and sports merchandise.
Since inception, the Company did not generate any revenues from its
principal business activity. In November 1999, the Company filed a
registration statement with the US Securities and Exchange Commission
on Form 10-SB, registering its common stock under the Securities and
Exchange Act of 1934, as amended (the "34 Act"). The Company's
intention at that time was to seek to acquire assets or shares of an
entity actively engaged in business which generated revenues or
provided a business opportunity, in exchange for its securities. In
effect, this filing caused the Company to be a full "reporting company"
under the 34 Act.
Basic loss per common share
Basic loss per common share is computed by dividing the net loss
applicable to common shareholders by the weighted average number of
shares outstanding during the period. Diluted loss per share amounts
are not presented because they are anti-dilutive.
14
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
AMERICA'S SPORTS VOICE, INC.
(Registrant)
Dated: March 20, 2000
By:s/ Angelo J. Panzarella
-------------------------------
Angelo J. Panzarella, President
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AMERICA'S SPORTS VOICE, INC.
EXHIBIT INDEX TO QUARTERLY REPORT ON FORM 10-QSB
FOR THE QUARTER ENDED DECEMBER 31, 1999
EXHIBITS Page No.
EX-27 Financial Data Schedule............................................17
16
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED FINANCIAL STATEMENTS FOR THE SIX MONTH PERIOD ENDED DECEMBER 31, 1999,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-END> DEC-31-1999
<CASH> 414
<SECURITIES> 0
<RECEIVABLES> 41,048
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 41,462
<PP&E> 915
<DEPRECIATION> 0
<TOTAL-ASSETS> 42,452
<CURRENT-LIABILITIES> 168,254
<BONDS> 0
0
0
<COMMON> 599
<OTHER-SE> (126,401)
<TOTAL-LIABILITY-AND-EQUITY> 42,452
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 101,614
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (441,422)
<INCOME-TAX> 0
<INCOME-CONTINUING> (441,422)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (441,422)
<EPS-BASIC> (.08)
<EPS-DILUTED> 0
</TABLE>
