UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
DATE OF REPORT: June 18, 1999
COMMISSION FILE NUMBER ____________________
RIGID AIRSHIP USA, INC.
--------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Nevada 88-0410474
- --------------------------------- -------------------
(STATE OR OTHER JURISDICTION) (IRS EMPLOYER I.D.)
OF INCORPORATION OR ORGANIZATION)
130 87th Street
Stone Harbor, NJ 08247
Telephone Number (609) 368-1106
Fax Number (609) 368-6446
-------------------------------------------------------------
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)
1800 East Sahara Avenue
Suite # 107
Las Vegas, Nevada 89104
-------------------------------------------------------------
(FORMER NAME OR FORMER ADDRESS, OF CHANGE SINCE LAST ADDRESS)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
(NONE)
------------------------------ -----------------------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the securities exchange act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of regulation S-K (&229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X] (AMENDED BY EXCH ACT REL NO
28869, UTIL ACT REL NO 25254, INV CO ACT REL NO 17791, EFF 5/1/91.)
The aggregate market value of the voting stock held by non-affiliates
of the registrant as of 12/31/98 was $967,902, based on existence of 297,816
shares non-affiliated with $3.25 average price per share.
The number of shares of the registrant's common stock $.001 par value
outstanding as of December 31, 1998 was 28,964,316.
<PAGE>
PART I
Item 1. BUSINESS
On November 9, 1998, Rigid Airship Holdings NV, a Curacao Corporation,
acquired 26,000,000 shares of common stock and 20,000,000 of preferred stock of
the company. The common shares acquired represented approximately (89.89) % of
the total outstanding common stock and 100% of the preferred shares of the
registrant, and effectively constituted a majority stockholding position. The
company entered into an agreement to license the USA rights to the Rigid Airship
design concept, in exchange for the transfer of 26,000,000 (twenty six million)
shares of common stock, 20,000,000 (twenty million) shares of preferred stock,
and a royalty of 3% of the gross revenues of the company. The company has an
exclusive license agreement to manufacture, operate, and market in the US the
unique design concept of the Rigid Airship.
The Company changed its business operations, majority ownership, and
name on November 10, 1998. Rigid Airship USA has entered the business of
alternative air transportation carriers in the form of operating, marketing, and
manufacturing classic Rigid Airships. Designed to operate in the lower altitude
below 5,000 feet, which is nearly free of commercial air traffic, the first
Rigid Airships will convey 150 passengers. Cruising at approximately 75 miles
per hour, the Rigid Airship employs six engines which power large,
slowly-turning propellers, producing only a small fraction of the noise level
common to conventional commercial aircraft. Distinctly different from
pressurized airships known as blimps, the Rigid Airship's rigid structure
provides hull space for the comforts associated with ocean cruise ships.
Employing some of the technology and design of the famous Zeppelins which began
the world's first airline in 1910, the Rigid Airship will exploit modern
improvements in engines, fabrics, electronics, aluminum, modern day radar, and
avionics. Employing fire retardant helium as a lifting gas, the Rigid Airship
will provide spacious, comfortable, hotel-like amenities to passengers enjoying
smooth, quiet cruising. With elegant dining, lounging, and entertainment
centers, the airships provide incomparable panoramic enjoyment through large
viewing windows.
Item 2. PROPERTIES
None
Item 3. LEGAL PROCEEDINGS
None
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On November 10, 1998, Director and the majority shareholder took
shareholders action without a meeting of shareholders to change the name of the
company from Synfuel Technology to Rigid Airship USA, Inc., and to effect a
reverse stock split of the company's issued and outstanding shares of common
stock on a one share for three shares basis.
PART II
Item 5. MARKET FOR COMMON SHARES
Symbol RAIR OTC: Bulletin Board
As of 12/31/98:
28,401,671 shares outstanding of which 230,811 were free-trading. 1,903
shareholders.
2
<PAGE>
Item 6. SELECTED FINANCIAL DATA
RIGID AIRSHIP USA, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. ORGANIZATION
The Company was incorporated on September 22, 1983 under the laws of the state
of Utah with authorized common capital stock of 50,000,000 shares at $0.001 par
value with the name of Charter Resources, Inc. On April 7, 1988 the articles of
incorporation were amended to authorize 20,000,000 shares of non voting, non
convertible, cumulative preferred stock at $0.001 par value. During 1988 the
cumulative provision on the preferred stock was deleted and the non voting was
changed to voting and during April 1999 the authorized was increased to
20,100,000 shares.
On January 13, 1995 the company changed its domicile to the state of Nevada in
connection with a name change to CTRI, Inc. On April 20, 1995 the name was
changed to Synfuel Technology, Inc. and on November 9, 1998 the name was changed
to Rigid Airship USA, Inc.
Since inception the Company completed five reverse stock splits of its common
capital stock and its preferred capital stock. This report has been prepared
showing after stock split shares from inception.
Since inception the Company has been in the development stage and has been
engaged in seeking business opportunities. During 1998 the Company transferred
all of its remaining assets. Note 6.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ACCOUNTING METHODS
The Company recognizes income and expenses based on the accrual method of
accounting.
DIVIDEND POLICY
The Company has not yet adopted a policy regarding payment of dividends.
INCOME TAXES
At December 31, 1998, the Company had a net operating loss carry forward of
$4,399,157. The tax benefit from the loss carry forward has been fully offset by
a valuation reserve because the use of the future tax benefit is doubtful since
the Company has no operations and there has been a substantial change in
stockholders.
The loss carryforward expires starting in the years 1999 through 2020.
3
<PAGE>
RIGID AIRSHIP USA, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
- --------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
EARNINGS (LOSS) PER SHARE
Earnings (loss) per share amounts are computed based on the weighted average
number of shares actually outstanding, after the stock splits.
FINANCIAL INSTRUMENTS
The carrying amounts of financial instruments, including accounts payable, are
considered by management to be their estimated fair values. These values are not
necessarily indicative of the amounts that the Company could realize in a
current market exchange.
ESTIMATES AND ASSUMPTIONS
Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that were assumed in
preparing these financial statements.
3. AIRSHIP LICENSE
On November 4, 1998 the company purchased a license from a related party (to
become effective on the delivery of the first airship outlined below) to
manufacture and sell an airship by the issuance of 26,000,000 common shares and
20,000,000 preferred shares, a payment of $1,000,000 (past due at the report
date), and a 3% royalty on future sales.
Part of the license agreement includes the purchase of two completed airships
for a purchase price of 120,000,000 Netherlands Guilders and provides for an
advance deposit of $4,000,000 to start construction of the airships. At the
report date the company did not have the working capital to complete the terms
of the contract.
The license is shown in the balance sheet with no value.
4. RELATED PARTIES
Related parties have acquired 89.9% of the outstanding common shares and all of
the preferred shares of the Company.
4
<PAGE>
RIGID AIRSHIP USA, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
- --------------------------------------------------------------------------------
5. GOING CONCERN
Continuation of the Company as a going concern is dependent upon obtaining the
working capital necessary to pay its debts and for any planned activity and the
management of the company has developed a strategy, which it believes will
accomplish this objective through additional equity funding and long term
financing, which will enable the company to operate in the future.
Management recognizes that if it is unable to raise additional capital, the
Company cannot operate in the future.
6. TRANSFER OF REMAINING ASSETS
On November 1, 1998 the Company sold and transferred all of its remaining assets
in exchange for the assumption of its liabilities, the issuance of 150,000
shares of its common capital stock, and a payment of $150,000. After the
transfer date there was a dispute over the assumed liabilities which had not
been settled, and therefore they continue to be carried on the books of the
Company as of year-end 1998. $269,222 of the amounts shown in the balance sheet
may be barred by the statute of limitations.
7. CONTINUING AND CONTINGENT LIABILITIES
On April 20, 1998 the Company issued 23 (post split) preferred shares, as
payment for debt. On December 1, 1991 the board of directors approved the
retirement on the preferred stock by the issuance of common stock at the rate of
one share of common for two shares of preferred, and during December and January
1992, 11 shares of the preferred stock were retired. Since that time the Company
has been unable to locate the remaining owners of the preferred shares and has
reserved 6 shares of its common stock to make the exchange. If the exchange
cannot be made the liquidation value of the preferred shares still outstanding
could amount to in excess of $140,000, however management believes there will be
no claims.
See note 3 for contractual payments due in the future.
5
<PAGE>
Item 7. MANAGEMENTS DISCUSSION OF ANALYSIS OF FINANCIAL DATA
The financial statements for 1998 effectively represent the operations
of the former businesses of the company when operating as Synfuel Technology,
Inc. On November 9, 1998, the company disposed of all of its assets and
liabilities. The company agreed to transfer all of its existing assets and
business to San Pedro Securities whereby the company paid San Pedro Securities
the sum of $200,000, in exchange for the assumption of any and all liabilities
of the company, in order for the company to explore new business opportunities.
Subsequent to the transfer date, there was a dispute over the assumed
liabilities. Totaling $465,643 in accounts payable, the liabilities continued to
be carried on the books of the company as of 12/31/98. $269,222 of the $465,643
shown on the year-end balance sheet are expected to be barred by the statue of
limitations. In 1999, the company issued shares to a third party in exchange for
the third party's assumption of all previously existing liabilities.
6
<PAGE>
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
RIGID AIRSHIP USA, INC.
FINANCIAL STATEMENTS AND REPORT
OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
DECEMBER 31, 1998, AND DECEMBER 31, 1997
7
<PAGE>
ANDERSEN ANDERSEN & STRONG, L.C. 941East 3300 South, Suite 202
Salt Lake City, Utah 84106
Certified Public Accounts and Business Consultants Telephone 801-486-0096
Member SEC Practice Section of the AICPA Fax 801-486-0098
E-mail [email protected]
Board of Directors
Rigid Airship USA, Inc.
Salt Lake City, Utah
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have audited the accompanying balance sheet of Rigid Airship USA, Inc. (a
development stage company) at December 31, 1998 and the statements of
operations, stockholders' equity, and cash flows for the years ended December
31, 1998, and 1997, and the period from September 22, 1983 (date of inception)
to December 31, 1998. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Rigid Airship USA, Inc. at
December 31, 1998, and the results of operations, and cash flows for the years
ended December 31, 1998, and 1997 and the period from September 22, 1983 (date
of inception) to December 31, 1998, in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company does not have the working
capital necessary to pay its debts and for any future planned activity, which
raises substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are described in Note 5. These
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
Salt Lake City, Utah
May 8, 1999
8
<PAGE>
RIGID AIRSHIP USA, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1998
- --------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash $ --
===========
Total Current Assets --
===========
OTHER ASSETS
Airship license - Note 3 --
-----------
$ --
-----------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable - note 6 $ 465,643
-----------
Total Current Liabilities --
-----------
STOCKHOLDERS' EQUITY
Preferred stock
20,100,000 voting shares authorized, at $0.001 par value;
20,000,012 shares issued and outstanding - note 1 20,000
Common stock
50,000,000 shares authorized, at $0.001 par
value; 28,964,316 shares issued and outstanding 28,964
Capital in excess of par value
3,884,550
Deficit accumulated during the development stage (4,399,157)
Total Stockholders' Equity (465,643)
-----------
$ --
===========
The accompanying notes are an integral part of these financial statements.
9
<PAGE>
<TABLE>
<CAPTION>
RIGID AIRSHIP USA, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1998, AND 1997, AND THE PERIOD
SEPTEMBER 22, 1983 (DATE OF INCEPTION) TO DECEMBER 31, 1998
- ----------------------------------------------------------------------------------------------------
SEPT 22, 1983
DEC 31 DEC 31 (DATE OF INCEPTION)
1998 1997 DECEMBER 31, 1998
----------- ----------- -----------------
<S> <C> <C> <C>
REVENUES $ 3,411 $ 56,300 $ 132,986
EXPENSES 514,868 221,662 2,807,081
----------- ----------- -----------
NET LOSS - OPERATIONS $ (511,457) $ (165,362) $(2,674,095)
OTHER LOSSES
Provision for reduction in value of assets and
Losses on sale of assets - Note 6 (683,330) (730,907) (1,725,062)
----------- ----------- -----------
NET LOSS (1,194,787) (896,269) (4,399,157)
----------- ----------- -----------
NET LOSS PER COMMON SHARE
Basic $ (.53) $ (7.24)
AVERAGE OUTSTANDING SHARES
Basic 2,235,174 123,876
----------- -----------
The accompanying notes are an integral part of these financial statements.
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
RIGID AIRSHIP USA, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1998, AND 1997, AND THE PERIOD
SEPTEMBER 22, 1983 (DATE OF INCEPTION) TO DECEMBER 31, 1998
- --------------------------------------------------------------------------------------------------------
SEPT 22, 1983
DEC 31 DEC 31 (DATE OF INCEPTION)
1998 1997 DECEMBER 31, 1998
----------- ----------- -----------------
<S> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net loss $(1,194,787) $ (896,269) $(4,399,157)
Adjustments to reconcile net loss to
net cash provided by operating
activities
Bad debts 5,134 5,700 --
Depreciation and amortization -- 950 --
Provision for reduction in value of assets
and losses on sale of assets 683,330 730,907 1,725,062
Changes in accounts receivable -- (1,434) --
Changes in accounts payable 11,440 26,512 --
Capital stock issued for expenses and services 294,780 115,019 1,968,233
----------- ----------- -----------
Net Cash from Operations (deficit) (200,103) (18,615) (705,862)
CASH FLOWS FROM INVESTING
ACTIVITIES
Purchase of securities (16,548)
Purchase of real property and leases (72,727)
-----------
(89,275)
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from issuance of common stock 200,000 10,000 705,862
Net changes in notes payable -- 94,576 --
----------- ----------- -----------
200,000 104,576 705,862
Net Increase (Decrease) in Cash (103) (3,314) --
Cash at Beginning of Period 103 3,417 --
----------- ----------- -----------
Cash at End of Period $ -- $ 103 $ --
----------- ----------- -----------
The accompanying notes are an integral part of these financial statements.
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
RIGID AIRSHIP USA, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1998, AND 1997, AND THE PERIOD
SEPTEMBER 22, 1983 (DATE OF INCEPTION) TO DECEMBER 31, 1998
- ------------------------------------------------------------------------------------------------
SCHEDULE OF NONCASH OPERATING EXPENSES, INVESTING, AND FINANCING ACTIVITIES
STATED IN POST SPLIT SHARES
<S> <C>
Issuance of 9 common shares for shares in Fruitee, Inc. - 1984 $ 8,400
Issuance of 13 common shares for payment of debt - 1986 110,500
Issuance of 12 common shares for mining claims - 1988 169,920
Issuance of 23 preferred shares for payment of debt - 1988 54,929
Issuance of 59 common shares for rights for magnetic device - 1989 53,000
Issuance of 124 common shares for services and expenses - 1990 111,900
Issuance of 100 common shares for assets, payment of debt, service, & expenses - 1991 99,000
Issuance of 5 common shares for assets, payment of debt, and services - 1992 10,500
Issuance of 360 common shares for services - 1994 3,244
Issuance of 167 common shares for services - 1995 1,500
Issuance of 986 common shares for assets, services, and expenses - 1995 475,835
Issuance of 22 common shares for services - 1996 21,200
Issuance of 167 common shares for prepaid telephone time 20,000
Issuance of 423 common shares for services - 1996 405,601
Issuance of 1,322 common shares for coal leases -Sheridan County, Wyoming - 1996 16,520
Issuance of 2,500 common shares for 24,000 preferred shares - 1996 106,500
Issuance of 167 common shares for services - 1996 75,000
Issuance of 417 common shares for Itex Trade credits - 1996 200,225
Issuance of 46,666 common shares for real property - Dickinson, Tx - 1996 180,000
Issuance of 41 common shares for services - 1996 22,000
Issuance of 1,994 common shares for equity in real property - Louisiana - 1996 660,912
Issuance of 73 common shares for advertising - 1997 4,350
Issuance of 43 common shares for services - 1997 26,000
Issuance of 64,917 common shares for real property - Plaquermine, Pa - 1997 7,790
Issuance of 8,333 common shares for services - 1997 250
Issuance of 48 common shares for expenses - 1998 72
Issuance of 34,334 common shares for service - 1998 51,500
Issuance of 20,000 common shares for shares in Col North Rail - 1998 30,010
Issuance of 148,501 common shares for services and expenses - 1998 222,751
Issuance of 2,413,250 common shares for services - 1998 48,265
Issuance of 26,000,000 common shares for airship license - 1998 --
Issuance of 20,000,000 preferred shares for airship license - 1998 --
Issuance of 150,000 common shares for services - 1998 30,000
</TABLE>
12
<PAGE>
A MEMBER OF ACF INTERNATIONAL WITH AFFILIATED OFFICES WORLDWIDE
RIGID AIRSHIP USA, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1998
================================================================================
ASSETS
CURRENT ASSETS
Cash $ --
--------
Total Current Assets --
--------
OTHER ASSETS
Airship license - Note 3 --
--------
$ --
========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable - Note 6 $465,643
--------
Total Current Liabilities 465,643
--------
13
<PAGE>
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
None.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DOW W. STEWART, 54, President, Treasurer, and Director, appointed
November 16, 1998. Formerly 19 years Merrill Lynch, Chief Financial and
Administrative Officer Global Institutional Sales and Trading, Global Equities
and Research Divisions, Group Manager Office of Corporate Strategy. RJ Walls &
Company, Senior Managing Partner, Treasurer and CFO. Stone & McCarthy Research
Associates, Chief Operating Officer and Treasurer.
ELENORA SHUMSKI, 33, Secretary. Formerly publicly traded real estate
development firm, architectural and interior furnishings. Background in investor
relations, SEC filings, receivables, payables, purchasing, payroll, business
software, office management, inventory control, client and vendor relations.
Item 11. EXECUTIVE COMPENSATION
Not applicable.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
On November 9, 1998, Rigid Airship Holdings NV, a Curacao Corporation,
acquired 26,000,000 shares of common stock and 20,000,000 of preferred stock of
the company. These shares represented approximately (89.89)% of the total
outstanding stock of the Company and effectively constituted a majority
stockholding position.
14
<PAGE>
Item 13. CERTAIN RELATIONSHIPS
The company entered into an agreement with Rigid Airship Holdings NV to
license to the registrant the USA rights to the Rigid Airship design concept, in
exchange for the transfer of 26,000,000 (twenty six million) shares of common
stock, 20,000,000 (twenty million) shares of preferred stock, and a royalty of
3% of the gross revenues of the company. The registrant thereby secured an
exclusive license agreement to operate, manufacture, and market in the US the
unique design concept of the Rigid Airship.
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 hereunto duly authorized.
Date: June 28, 1999 By: /s/ DOW W. STEWART
-------------------- ----------------------------------------
Dow W. Stewart, Director and
President
Date: June 28, 1999 By: /s/ ELENORA SHUMSKI
-------------------- ----------------------------------------
Elenora Shumski, Secretary
15
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001075245
<NAME> Rigid Airship USA, Inc.
<MULTIPLIER> 1
<CURRENCY> USD
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<EXCHANGE-RATE> 1
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 465,643
<BONDS> 0
0
20,000
<COMMON> 28,964
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> (465,643)
<SALES> 1400
<TOTAL-REVENUES> 3411
<CGS> 514,868
<TOTAL-COSTS> 514,868
<OTHER-EXPENSES> 0
<LOSS-PROVISION> (683,330)
<INTEREST-EXPENSE> 4896
<INCOME-PRETAX> (1,194,787)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,194,787)
<EPS-BASIC> (.53)
<EPS-DILUTED> (.53)
</TABLE>
