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United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the period ended December 31, 1999
OR
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission file number: ______
TOPCLICK INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 330755473
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Suite 200, 1636 West 2nd Avenue,
Vancouver, British Columbia, Canada V6J 1H4
(Address of principal executive offices, including zip code)
Registrant's Telephone No., including area code: (604) 737-1127
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. Yes ___ No _X_
As of December 31, 1999, there were 14,457,473 shares of the issuer's Common
Stock outstanding.
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<PAGE>
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial statements
Unaudited Consolidated Balance Sheets - December 31, 1999 and June 30,
1999
Unaudited Consolidated Statement of Operations - Three and Six Months
Ended December 31, 1999 and for the period from May 15, 1998
(Inception) to December 31, 1999
Unaudited Consolidated Statement of Cash Flows - Six Months Ended
December 31, 1999 and for the period from May 15, 1998 (Inception) to
December 31, 1999
Notes to Unaudited Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
PART II. OTHER INFORMATION
Item 1. Pending Legal Proceedings
Item 2. Changes in Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 6. Exhibits and Reports Filed on Form 8-K
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
TopClick International, Inc.
(A Development Stage Company)
Unaudited Consolidated Balance Sheet
As at December 31, 1999 and June 30, 1999
<TABLE>
<CAPTION>
December 31 June 30
1999 1999
----------- -----------
<S> <C> <C>
Current assets
Cash and certificates of deposit $946,884 $1,702,291
Goods and Services Tax Receivable 40,335 16,414
Prepaid expenses 39,860 --
Deferred issue costs -- --
----------- -----------
1,027,079 1,718,705
Property, plant and equipment 138,257 78,324
Software development costs 149,032 149,032
----------- -----------
Total assets $1,314,368 $1,946,061
=========== ===========
Current Liabilities
Accounts payable $38,354 $23,569
Due to director -- 450
----------- -----------
Total liabilities 38,354 24,019
----------- -----------
Stockholders' equity
Preferred shares - $0.001 par value, 20,000 shares
authorized, none issued and outstanding -- --
Common shares - $0.001 par value, 99,980,000 shares
authorized, and 13,457,473 shares outstanding at
December 31, 1999 and June 30, 1999 respectively 13,458 13,407
Additional paid-in capital 2,490,663 2,465,714
Cumulative translation adjustment 25,941 15,184
Accumulated deficit (1,254,048) (572,263)
----------- -----------
Total stockholders' equity 1,276,014 1,922,042
----------- -----------
Total liabilities and stockholders' equity $1,314,368 $1,946,061
=========== ===========
</TABLE>
See accompanying notes to the unaudited consolidated financial statements.
<PAGE>
TopClick International, Inc.
(A Development Stage Company)
Unaudited Consolidated Statement of Operations
For the Three and Six Months Ended December 31, 1999
And for the Period from May 15, 1998 (Inception) to December 31, 1999
<TABLE>
<CAPTION>
1999
------------------------------- May 15, 1998
Three Months Six Months (Inception) to
December 31 December 31 December 31, 1999
------------ ------------ -----------------
<S> <C> <C> <C>
Expenses
Contractor fees $79,533 $206,140 $495,041
Salaries and benefits 119,597 139,284 164,927
Accounting and legal 55,636 82,362 163,415
Investor relations 46,508 46,508 46,508
Travel 18,161 39,852 51,866
Insurance 6,309 7,108 8,690
Rent 21,206 31,358 53,485
Advertising 1,261 21,262 25,865
Directors fees 50,124 50,124 50,124
Internet services 6,910 18,822 34,817
Securities filing fees 1,432 7,608 7,608
Office expenses 8,098 14,163 36,337
Meals and entertainment 7,048 10,302 24,805
Telephone 3,531 5,697 14,221
Recruitment fees 4,986 4,986 4,986
Education 4,755 4,912 10,951
Automobile 1,713 3,008 7,783
Interest and bank charges 399 769 1,106
Utilities 653 924 2,683
Software -- -- 8,941
Foreign exchange (458) (458) (458)
Consulting fees -- -- 33,789
Investment referral fees -- -- 27,394
Depreciation 5,801 8,943 21,130
------------ ------------ ------------
Loss from operations 443,203 703,674 1,296,014
Other items
Interest income 21,865 21,889 45,944
Write off deferred charges -- -- (3,978)
------------ ------------ ------------
21,865 21,889 41,966
------------ ------------ ------------
Net loss for the period (421,338) (681,785) (1,254,048)
Accumulated deficit, beginning of period (832,710) (572,263) --
------------ ------------ ------------
Accumulated deficit, end of period $ (1,254,048) $ (1,254,048) $ (1,254,048)
============ ============ ============
Weighted average shares 13,454,756 13,431,114
Loss per share $(0.03) $(0.05)
</TABLE>
See accompanying notes to the unaudited consolidated financial statements
<PAGE>
TopClick International, Inc.
(A Development Stage Company)
Consolidated Statement of Cash Flows
For the Three and Six Months Ended December 31, 1999 And for the Period from May
15, 1998 (Inception) to December 31, 1999 (Unaudited - See Notice to Reader)
<TABLE>
<CAPTION>
Six Months Ended Period from May 15,
December 31 1999 1998 (Inception) to
December 31, 1999
<S> <C> <C>
Cash provided by (used in)
Operating activities
Net (loss) for the period $(681,785) $(1,254,048)
Items not involving cash:
Write-off of deferred charges -- 3,978
Depreciation 8,943 21,130
Issuance of shares for services 50,000 45,000
Changes in non-cash working capital
Goods and Services Tax receivable (23,451) (39,865)
Prepaid expenses (39,318) (39,318)
Accounts payable 14,381 37,950
Due to director -- 2
----------- -----------
(671,230) (1,225,171)
----------- -----------
Financing activities
Proceeds from issuance of common stock (13,436) 2,321,192
----------- -----------
Investing activities
Acquisition of property, plant and equipment (49,481) (149,183)
Software development costs -- --
----------- -----------
(49,481) (149,183)
----------- -----------
Foreign exchange adjustment (21,260) (3,277)
----------- -----------
Increase (decrease) in cash (755,407) 943,561
Cash, beginning of period 1,702,291 3,323
----------- -----------
Cash, end of period $946,884 $946,884
=========== ===========
</TABLE>
See accompanying notes to the unaudited consolidated financial statements.
<PAGE>
TOPCLICK INTERNATIONAL, INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
(Unaudited - See Notice to Reader)
NOTE 1 BUSINESS DESCRIPTION
TopClick International, Inc. (a development stage company), "the Company",
was incorporated on October 3, 1996 as Galverton Oil & Gas, Inc. under the
laws of the state of Delaware in the United States of America. Effective
July 8, 1998, the Company had a change of control, and the nature of the
business is changed from development of oil and gas properties to the
business of operating an Internet Website.
TopClick International, Inc. purchased 100% of TopClick Corporation
pursuant to the stock exchange agreement dated February 10, 1999. This has
been accounted for as a reverse acquisition of the Company by TopClick
Corporation. TopClick Corporation was incorporated under the laws of
Delaware on July 8, 1998. Effective July 8, 1998, TopClick Corporation
acquired 100% of TopClick (Canada) Inc. which is a company under common
control and as such the business combination has been accounted for at
historical costs in a manner similar to that in a pooling of interests.
TopClick (Canada) Inc. was incorporated under the laws of the Canada
Business Corporation Act and commenced operations (deemed date of
inception) on May 15, 1998.
In addition, TopClick Corporation purchased certain Internet assets from
Helpful by Design Inc., which is also under common control. This has been
accounted for at predecessor historical costs.
NOTE 2 BASIS OF PRESENTATION
These condensed consolidated financial statements are unaudited and reflect all
adjustments that, in our opinion, are necessary for a fair presentation of the
results for the interim period. All such adjustments are of a normal recurring
nature. The results of operations for the current interim period are not
necessarily indicative of results to be expected for the current year or any
other period. Certain amounts have been reclassified to conform to the fiscal
2000 presentation. The comparative results of operations are those for TopClick
Corporation
These consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes thereto included in our SB-2
registration statement as filed with the Securities and Exchange Commission.
The Company has reviewed its policy of capitalizing software development costs
in accordance with guidance available. Accordingly, the Company had decided to
write off software development costs as incurred.
NOTE 3 CONTINGENCIES
The Company is the subject of a lawsuit by an individual who is claiming
ownership interest in common stock of Helpful By Design Inc. (HBD). HBD sold
certain assets, including a website to TopClick Corporation. There was a share
exchange between TopClick Corporation and the Company that resulted in the
Company legally controlling TopClick Corporation.
<PAGE>
The individual has filed a lawsuit in the Supreme Court of British Columbia
seeking the force conversion of approximately 500,000 HBD shares of its .001 par
value common stock into shares of the Company's .001 par value common stock.
It is not possible to estimate the amount of a contingent loss in respect of
this legal action. The impact on earnings per share is not material.
NOTE 4 COMMITMENTS
The Company has commitments under certain contracts of employment and consulting
agreements aggregating approximately $66,300.
Further, contracts of employment and consulting agreements call for the granting
of stock options to the individuals under contract. The option agreement have
not been formally prepared and signed at December 31, 1999 as management is in
the process of creating a formal Stock Option Plan. Options for the issuance of
776,000 shares of the company are committed to be granted upon the creation of
the Stock Option Plan at a price, less than $1.00 per share, to be determined at
the time of the granting of the options.
Item 2. Plan of Operation
THIS REPORT SPECIFIES FORWARD-LOOKING STATEMENTS OF MANAGEMENT OF THE COMPANY
INCLUDING, WITHOUT LIMITATION, FORWARD-LOOKING STATEMENTS REGARDING THE
COMPANY'S EXPECTATIONS, BELIEFS, INTENTIONS AND FUTURE STRATEGIES.
FORWARD-LOOKING STATEMENTS ARE STATEMENTS THAT ESTIMATE THE HAPPENING OF FUTURE
EVENTS AND ARE NOT BASED ON HISTORICAL FACTS. FORWARD-LOOKING STATEMENTS MAY BE
IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY, SUCH AS "COULD",
"MAY","WILL", "EXPECT", "SHALL", "ESTIMATE", "ANTICIPATE", "PROBABLE",
"POSSIBLE","SHOULD", "CONTINUE", "INTEND" OR SIMILAR TERMS, VARIATIONS OF THOSE
TERMS OR THE NEGATIVE OF THOSE TERMS. THE FORWARD-LOOKING STATEMENTS SPECIFIED
IN THIS REPORT HAVE BEEN COMPILED BY MANAGEMENT OF THE COMPANY ON THE BASIS
OFASSUMPTIONS MADE BY MANAGEMENT AND CONSIDERED BY MANAGEMENT TO BE
REASONABLE.FUTURE OPERATING RESULTS OF THE COMPANY, HOWEVER, ARE IMPOSSIBLE TO
PREDICT AND NO REPRESENTATION, GUARANTY, OR WARRANTY IS TO BE INFERRED FROM
THOSE FORWARD-LOOKING STATEMENTS.
THE ASSUMPTIONS USED FOR PURPOSES OF THE FORWARD-LOOKING STATEMENTS SPECIFIED IN
THIS REPORT REPRESENT ESTIMATES OF FUTURE EVENTS AND ARE SUBJECT TO
UNCERTAINTYAS TO POSSIBLE CHANGES IN ECONOMIC, LEGISLATIVE, INDUSTRY, AND
OTHERCIRCUMSTANCES. AS A RESULT, THE IDENTIFICATION AND INTERPRETATION OF DATA
AND OTHER INFORMATION AND THEIR USE IN DEVELOPING AND SELECTING ASSUMPTIONS FROM
AND AMONG REASONABLE ALTERNATIVES REQUIRE THE EXERCISE OF JUDGMENT. TO THE
EXTENTTHAT THE ASSUMED EVENTS DO NOT OCCUR, THE OUTCOME MAY VARY SUBSTANTIALLY
FROMANTICIPATED OR PROJECTED RESULTS, AND, ACCORDINGLY, NO OPINION IS EXPRESSED
ONTHE ACHIEVABILITY OF THOSE FORWARD-LOOKING STATEMENTS. IN ADDITION,
THOSEFORWARD-LOOKING STATEMENTS HAVE BEEN COMPILED AS OF THE DATE OF THIS REPORT
ANDSHOULD BE EVALUATED WITH CONSIDERATION OF ANY CHANGES OCCURRING AFTER THE
DATEOF THIS REPORT. NO ASSURANCE CAN BE GIVEN THAT ANY OF THE ASSUMPTIONS
RELATINGTO THE FORWARD-LOOKING STATEMENTS SPECIFIED IN THIS REPORT ARE ACCURATE,
AND THE COMPANY ASSUMES NO OBLIGATION TO UPDATE ANY SUCH FORWARD-LOOKING
STATEMENTS.
Sources of Cash
The Company's primary source of cash is from the issuance of the Company's
securities. In January 1999, the Company entered into a Financing Agreement
which provided the Company with $2,000,000. The
<PAGE>
Company believes that it may be able to acquire additional financing at
commercially reasonable rates; however, there can be no assurance that the
Company will be able to obtain additional financing at commercially reasonable
rates, or at all. The Company has expended, and will continue to expend in the
future, substantial funds on the research and development of its products and
services. The failure of the Company to obtain additional financing would
significantly limit or eliminate the Company's ability to fund its research and
development activities, which would have a materially adverse effect on the
Company's ability to continue its operations.
Operating Results
In the three months ended December 31, 1999, total expenses increased from
$260,471 recorded in the first fiscal quarter to $443,203. The increase in
expenses was generally due to enlarged business operations. Contractor fees fell
from $126,587 in the first fiscal quarter to $79,553 in the second fiscal
quarter ended December 31, 1999 as the Company moved more of its personnel from
contractor to full-time employee status. As a corollary, salaries and benefits
increased from $19,687 in the first three months of the fiscal year to $119,597
in the second three months. Total salaries for the six months ended December 31,
1000 were $139,284. Rent and travel increased after the Company's San Diego
sales office was opened in October. Most other expenses were broadly comparable
from quarter to quarter with the exception of directors fees and investor
relations expenses. In October, the company paid fees by way of a combination of
$5,000 in cash and 10,000 shares of common stock to each of five directors. The
Company also instituted a formal investor relations plan and expended $46,508
during the three months ended December 31, 1999; there was no comparable expense
in the three months ended September 30, 1999.
The Company's loss from operations increased from $832,710 during the period
from inception (May 15, 1998) through September 30, 1999 to $1.25 million for
the period from inception to December 31, 1999. The Company's net loss for the
three and six month period ended December 31, 1999 was $421,338 and $681,785
respectively.
At December 31, 1999, the Company had approximately $910,000 in certificates of
deposit. Management of the Company intends to utilize these funds to finance
operations. Management of the Company believes that the Company can satisfy its
cash requirements for the next five months without raising any additional funds.
The Company uses the local currency, which is the Canadian dollar, as its
functional currency. Assets and liabilities denominated in the foreign
functional currency are translated at the exchange rate of the balance sheet
date. Translation adjustments are recorded as a separate component of the
shareholders' equity. Interest income and expenses denominated in foreign
currency are translated at the weighted average exchange rate for the period. At
December 31, 1999, most of the Company's financial instruments were denominated
in United States dollars.
Company's Plan of Operation for Next 12 Months
The Company has developed a substantial privacy-based information site with
thousands of links to privacy issues, news, books and organizations. The company
is constantly updating and improving this site and when it is ready for proper
launch it will replace the existing search-based site as the home page and
central focus of the web site in February, 2000. At such time, the existing
search-based web site will be retired from service.
The company believes that it can generate a number of revenue streams from a
privacy site. For example, the Company has opened a virtual bookstore by
packaging approximately 300 books on privacy issues. The Company intends to sell
these books over the Internet and receive sales commissions. The Company expects
to derive revenues from the virtual bookstore within the next six months. While
the Company is considering the possibility of generating revenues from
subscription fees from subscribers for certain proposed privacy-based Internet
services, the Company does not currently provide any specialized services and
does not currently have any subscribers.
<PAGE>
Due to its new focus on the privacy interests of Internet consumers, the Company
is maintaining its policy of refusing to sell any banner advertising on its
site; the Company believes that such advertisements are unsolicited in their
nature and against the privacy interests of consumers. The Company is reviewing
the possibility of selling sponsorship links on its site in the future, in
particular related to other Internet privacy based businesses, and to charge
those companies for providing this service. A charging schedule for providing
sponsorship services has not yet been established by the Company.
A "link" is a selectable connection from one word, picture, or information
object to another on the Internet. The most common form of link is the
highlighted word or picture that can be selected by the user (with a mouse or in
some other fashion), resulting in the immediate delivery and view of another
file. The highlighted object is often referred to as an "anchor". The anchor
reference and the object referred to constitute a hypertext link. The Company
anticipates that it will seek logo and URL linking arrangements with targeted
sites. The Company intends to develop "tell-a-friend" extensions to the TopClick
site to make it easy for existing users to electronically tell friends about the
Company's services.
Developing Site Traffic
The company has been in discussions with several other leading privacy-based web
sites and is in the process of developing Affiliate programs for such sites
which will encourage them to link to the Topclick privacy site and in turn drive
their existing audiences to the site. There is no assurance, however, that the
Company will build an equity base that will be considered worth acquiring.
Initially, the Company will offer its products and services free to its
customers, strategic partners and media partners.
Name Identification
The Company has purchased additional domain names and will attempt to prevent
third parties from adopting names similar to TopClick. The Company has entered
into various domain name registration agreements for Topsearches.com,
Mytopclick.com, TopClicking.com, TopClick-Inc.com, TopClickinc.com,
Top-Clicks.net, TopClick.net, TopClicks.net, TopClicks.com, Top-click.com,
Top-clicks.com, Top-click.net, Lookmarks.com with Network Solutions, Inc.
("NSI"). NSI is responsible for the registration of second-level Internet domain
names in the top level COM, ORG, NET, and EDU domains. NSI registers these
second-level domain names on a first come, first served basis. By registering a
domain name, NSI does not determine the legality of the domain name
registration, or otherwise evaluate whether that registration or use may
infringe upon the rights of a third party. Effective February 25, 1998, NSI
revised its domain name dispute policy which provides, among other things, that
if a registrant files a civil action related to the registration and use of a
domain name, and provides NSI with a copy of the file-stamped complaint, NSI
will maintain the status quo ante of the domain name record pending a final or
temporary decision of that court. In such cases, NSI will deposit control of the
domain name into the registry of the court by supplying the registrant with the
registry certificate for deposit. While the domain name is in the registry of
the court, NSI will not make any changes to the domain name record unless
ordered by the court.
The Company believes that this revision to NSI's domain name dispute policy will
discourage frivolous claims against the domain names held by the Company. Domain
name registrations are effective for two years and may be renewed year-to-year
thereafter.
Expanding Internet Markets.
Nua, one of Europe's leading online consultants and developers, estimates that
there were approximately 100 million Internet users worldwide in January, 1998.
According to a recent report in Computer Intelligence, the growth rate of
Internet users may have increased by as much as 30% in 1998. The Company
anticipates that it may benefit from that growth; however, no guaranty can be
provided that such will occur.
<PAGE>
State of Readiness for Y2K
The Company has performed an assessment of the Company's information technology
("IT") systems as well as its non-IT systems (such as embedded technology in
manufacturing or process control equipment containing microprocessors or other
similar circuitry) relating to the Y2K problems previously referenced herein.
The Company evaluated all hardware and software for Y2K compliance by using
sources from the Internet, by contacting manufacturers, and by contacting third
party suppliers of phone systems and security systems. Additionally, the Company
reviewed product documentation for Y2K compliance where such was available.
To the date of this report, the Company has not experienced any Y2K-related
problems. The Company continues to make appropriate backups of data and to
communicate with its electrical and telecommunications providers to remain
informed about their Y2K compliance.
Employees
As of December 1999 the company retained the services of 18 employees and
contractors. During the next 12 months, depending on the success of the
Company's market expansion plan, the Company may be required to hire additional
employees; however, the Company is not able to provide a reasonable estimate of
the number of such additional employees which may be required at this time.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Except as specified below, there are no legal actions pending against the
Company nor are any such legal actions contemplated.
In March, 1999, the Company was informed that Allen Lees, a resident of British
Columbia, was claiming an ownership interest in certain shares of common stock
of Helpful By Design, Inc. ("HBD"). Mr. Lees' claim to ownership of such HBD
shares arises from consulting services which Mr. Lees was engaged to perform on
behalf of HBD under its former name, Voxtech Communications, Inc. , beginning in
or about 1993. HBD disputes Mr. Lees' claim of ownership to those HBD shares.
The Company has become involved in this dispute because in September, 1998, HBD
sold certain assets, including a website, to one of the Company's subsidiaries,
TopClick Corporation ("TC"), for, among other consideration, the issuance of
7,000,000 shares of $.001 par value common stock of TC. TC later entered into a
stock exchange agreement with the Company which provided, among other things,
that, as consideration for the exchange, assignment, transfer, conveyance,
setting over and delivery of the shares of TC to the Company, the Company issued
8 shares of its $.001 par value common stock for every 7 shares of TC $.001 par
value common stock.
Mr. Lees has filed a lawsuit in the Supreme Court of British Columbia seeking to
force conversion of approximately 500,000 HBD shares into shares of the
Company's common stock. In addition to HBD, the Company and its Chief Executive
Officer, Chris Lewis, have also been named as defendants in this lawsuit. The
Company intends to vigorously defend this action.
Item 2. Changes in Securities
Management of the Company is currently preparing a Stock Option Plan by which it
is contemplated that officers, directors, and employees of the Company will be
granted stock options. The Company's Board of Directors has not yet approved and
adopted the proposed Stock Option Plan which is to be approved by the Company's
shareholders at the Company's annual general meeting. The Company expects to
initially grant options to purchase approximately 776,000 shares of the
Company's common stock at an exercise price less than $1.00 per share, subject
to approval by the Company's Board of Directors.
<PAGE>
In October 1999, the company issued 50,000 shares to directors in compensation
for services provided. The shares were not registered under the Securities Act.
Item 4. Submission of Matters to a Vote of Security Holders
Not Applicable
Item 6. Exhibits and Reports on Form 8-K
The Company has not filed any reports on Form 8-K with the Commission during the
three-month period ending December 31, 1999.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Vancouver, British Columbia, on November 9, 1999.
TopClick International, Inc.,
a Delaware corporation
By: /s/ Chris Lewis
------------------------
Its: President
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JUL-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 946884
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1027079
<PP&E> 163531
<DEPRECIATION> (25274)
<TOTAL-ASSETS> 1314368
<CURRENT-LIABILITIES> 38354
<BONDS> 0
0
0
<COMMON> 13458
<OTHER-SE> 1262556
<TOTAL-LIABILITY-AND-EQUITY> 1314368
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 703674
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 681785
<INCOME-TAX> 0
<INCOME-CONTINUING> 681785
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 681785
<EPS-BASIC> (0.05)
<EPS-DILUTED> (0.05)
</TABLE>
