<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1999
COMMISSION FILE NUMBER: 0-27027
MICRO-ASI, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER
TEXAS 75-2586030
(STATE OR OTHER JURISICTION (I.R.S. EMPLOYER
OF INCORPORATION) IDENTIFICATION NUMBER)
12655 NORTH CENTRAL EXPRESSWAY
SUITE 1000 75243
DALLAS, TEXAS (ZIP CODE)
(ADDRESS OF EXECUTIVE OFFICES)
972-392-9636
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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 [X] No [ ]
As of December 16, 1999, there were 19,192,111 shares of Common Stock,
par value $0.001 per share, outstanding.
<PAGE> 2
Micro-ASI, Inc.
(a development stage company)
Balance Sheets
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1998 1999
--------------- ---------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 177,821 $ 540,507
Short-term investments -- 507,026
----------- -----------
Total current assets 177,821 1,047,533
Property and equipment, net 5,427 64,567
Other assets -- 105,130
----------- -----------
Total assets $ 183,248 $ 1,217,230
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable $ 188,492 $ 216,205
Accrued expenses -- 11,250
Accrued interest 17,812 --
----------- -----------
Total current liabilities 206,304 227,455
Note payable 70,000 --
----------- -----------
Total liabilities 276,304 227,455
Stockholders' equity (deficit):
Preferred stock, $.01 par value:
Authorized shares - 1,000,000 - Common stock, $.001 par value:
Authorized shares - 20,000,000
Issued and outstanding shares -16,343,800 at December
31, 1998 and 18,833,811 at September 30,1999 (unaudited) 16,344 18,834
Additional capital 1,886,868 5,374,389
Deficit accumulated during the development stage (1,996,268) (4,403,448)
----------- -----------
Total stockholders' equity (deficit) (93,056) 989,775
----------- -----------
Total liabilities and stockholders' equity (deficit) $ 183,248 $ 1,217,230
=========== ===========
</TABLE>
See accompanying notes.
2
<PAGE> 3
Micro-ASI, Inc.
(a development stage company)
Statements of Operations
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS NINE MONTHS ENDED
ENDED ENDED SEPTEMBER 30,
SEPTEMBER 30, SEPTEMBER 30, 1998
1998 1999
------------- ------------- -----------------
(UNAUDITED) (UNAUDITED) (UNAUDITED)
<S> <C> <C> <C>
Revenues $ -- $ -- $ --
Expenses:
Research and development 95,595 208,765 283,622
General and administrative 139,520 508,671 267,360
------------ ------------ ------------
235,115 717,436 550,982
Operating loss (235,115) (717,436) (550,982)
Other income (expense):
Interest income 2,219 11,780 7,736
Interest expense (1,750) (5,657)
------------ ------------ ------------
469 11,780 2,079
------------ ------------ ------------
Net loss $ (234,646) $ (705,656) $ (548,903)
============ ============ ============
Basic and diluted net loss per share $ (0.02) $ (0.04) $ (0.04)
============ ============ ============
Weighted average shares outstanding 16,087,889 18,594,719 15,876,730
============ ============ ============
<CAPTION>
NINE MONTHS ENDED CUMULATIVE FROM
SEPTEMBER 30, FEBRUARY 1, 1995
1999 (INCEPTION) THROUGH
SEPTEMBER 30,1999
----------------- -------------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
Revenues $ -- $ --
Expenses:
Research and development 584,653 1,117,268
General and administrative 1,839,990 3,216,122
------------ ------------
2,424,643 4,333,390
Operating loss (2,424,643) (4,333,390)
Other income (expense):
Interest income 19,224 30,026
Interest expense (1,761) (100,084)
------------ ------------
17,463 (70,058)
------------ ------------
Net loss $ (2,407,180) $ (4,403,448)
============ ============
Basic and diluted net loss per share $ (0.14)
============
Weighted average shares outstanding 17,644,787
============
</TABLE>
See accompanying notes.
3
<PAGE> 4
Micro-ASI, Inc.
(a development stage company)
Statements of Cash Flows
<TABLE>
<CAPTION>
NINE MONTHS NINE MONTHS CUMULATIVE FROM
ENDED ENDED FEBRUARY 1, 1995
SEPTEMBER 30, SEPTEMBER 30, (INCEPTION) THROUGH
1998 1999 SEPTEMBER 30,1999
------------- ------------- -----------------
(UNAUDITED) (UNAUDITED) (UNAUDITED)
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net loss $ (548,903) $ (2,407,180) $ (4,403,448)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation 2,500 12,509 38,135
Common stock issued to incorporators -- -- 1,500
Common stock issued for services -- 656,775 656,775
Changes in operating assets and liabilities:
Accounts payable (37,690) 26,508 215,000
Accrued expenses -- 11,250 11,250
Accrued interest 3,157 (16,607) 1,205
Other assets -- 40,520 40,520
----------- ------------ ------------
Net cash used in operating activities (580,936) (1,676,225) (3,439,063)
INVESTING ACTIVITIES
Capital expenditures, net 626 (67,299) (98,352)
Purchase of short-term investments -- (507,026) (507,026)
----------- ------------ ------------
Net cash provided by (used in) investing 626 (574,325) (605,378)
activities
FINANCING ACTIVITIES
Proceeds from issuance of notes -- -- 595,000
Sales of common stock 568,500 2,613,236 3,957,036
Contributed capital -- -- 57,912
Principal payments on notes (25,000) -- (25,000)
----------- ------------ ------------
Net cash provided by financing activities 543,500 2,613,236 4,584,948
----------- ------------ ------------
Net increase (decrease) in cash and cash
equivalents (36,810) 362,686 540,507
Cash and cash equivalents at beginning of period
246,545 177,821 --
----------- ------------ ------------
Cash and cash equivalents at end of period $ 209,735 $ 540,507 $ 540,507
=========== ============ ============
SUPPLEMENTAL INFORMATION
Cash paid for interest $ 1,750 $ 5,657 $ 60,556
=========== ============ ============
</TABLE>
See accompanying notes.
4
<PAGE> 5
Micro-ASI, Inc.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying financial statements, which should be read in conjunction with
the audited financial statements included in the Company's Registration
Statement on Form-10SB, are unaudited, but have been prepared in the ordinary
course of business for the purpose of providing information with respect to the
interim periods. The balance sheet at December 31, 1998 was derived from the
audited Balance Sheet at that date which is not presented herein. Management of
the Company believes that all adjustments necessary for a fair presentation for
such periods have been included and are of a normal recurring nature. The
results of operations for the nine month period ended September 30, 1999 are not
necessarily indicative of the results to be expected for a full year.
DEVELOPMENT STAGE COMPANY
The Company will continue to be a development stage company as defined in
Statement of Financial Accounting Standards No. 7, "Accounting and Reporting by
Development Stage Enterprises," until it generates significant revenue.
Successful development of a development stage company, particularly advanced
technology related companies, is costly and highly competitive. The Company's
growth and ultimate success depends on the timely development and market
acceptance of new products. A development stage company involves risks and
uncertainties, and there are no assurances that the Company will be successful
in its efforts.
INTERIM FINANCIAL STATEMENTS
The unaudited financial statements for the three and nine month periods ended
September 30, 1999 and 1998 reflect all adjustments (consisting only of normal
recurring adjustments) necessary for fair presentation of the financial position
and results of operations for such periods. The results for the nine months in
the period ended September 30, 1999 are not necessarily indicative of the
results to be expected for the full year.
CONCENTRATION OF RISK
At September 30, 1999, the Company's cash equivalents consisted principally of
money market accounts.
CASH EQUIVALENTS
The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.
SHORT-TERM INVESTMENTS
The Company's short-term investments consist of Unites States Government agency
securities.
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost. Depreciation is calculated using the
straight-line method based on the estimated useful lives of the related assets.
5
<PAGE> 6
INCOME TAXES
Deferred income taxes are determined using the liability method, which gives
consideration to the future tax consequences associated with differences between
the financial accounting and tax basis of assets and liabilities. This method
also gives immediate effect to changes in income tax laws.
RESEARCH AND DEVELOPMENT
Research and development costs are expensed as incurred.
NET LOSS PER SHARE
Basic and diluted net loss per share is computed using the Company's net loss
for each period presented divided by the average common shares outstanding. The
Company had no other equity instruments outstanding during any of the periods
presented.
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 reporting period.
Actual results could differ from those estimates.
COMPREHENSIVE INCOME
As of January 1, 1998, the Company adopted Financial Accounting Standards Board
Statement No. 130 (Statement 130), Reporting Comprehensive Income. Statement 130
establishes new rules for the adopting and display of comprehensive income and
its components; however, the adoption of this Statement has no impact on the
Company's results of operations or stockholders' equity as the Company has no
other elements of other comprehensive income.
2. PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
<TABLE>
<CAPTION>
Estimated
Useful December 31, September 30,
Life 1998 1999
--------- ------------ -------------
<S> <C> <C> <C>
Computer Equipment 3 $ 6,513 $ 17,493
Furniture and Fixtures 5 --- 37,453
Leasehold Improvements 1 --- 23,216
Less Accumulated Depreciation (1,086) (13,595)
-------- ----------
$ 5,427 $ 64,567
======== ==========
</TABLE>
3. NOTE PAYABLE
The $70,000 note payable to an original promoter of the Company at December 31,
1998, was due on demand with interest accruing on the unpaid balance at a rate
of 10%, compounding semi-annually and payable annually in arrears. In April
1999, this note payable was exchanged for 100,000 shares of the Company's Common
Stock.
6
<PAGE> 7
4. INCOME TAXES
At December 31, 1998, the Company's net deferred tax assets of approximately
$675,000 relate primarily from net operating loss carryforwards for federal
income tax purposes which begin expiring in 2011. The tax benefit of the net
operating loss carryforwards is fully offset by a valuation allowance due to
uncertainty related to future taxable income. Accordingly, no tax benefit has
been recognized in the accompanying financial statements. No other significant
reconciling items exist between the actual effective tax and the expected
effective tax rate for 1998.
5. RELATED PARTY TRANSACTIONS
The Company has a consulting agreement with a firm owned by the Company's
Chairman for the design, development and marketing of MCMs. Fees and expenses
paid totaled $75,000, $75,000, $225,000 and $225,000 for the three months ended
September 30, 1999 and 1998 and for the nine months ended September 30, 1999 and
1998(unaudited) respectively. This agreement ended September 30, 1999 when the
Chairman joined the Company full time.
The Company had a consulting agreement with a firm owned by the Company's
President and Chief Executive Officer for administrative and financial
management. Fees and expenses paid totaled $35,000 and $65,000 for the three and
nine months ended September 30, 1998. This agreement ended in December 1998 when
the President joined the Company full time.
The Company paid approximately $143,750, $17,500, $366,350 and $44,500 to other
related parties for the development related activities and expense
reimbursements in the three month periods ended September 30, 1999 and 1998 and
the nine month periods ended September 30, 1999 and 1998 respectively.
6. OPERATING LEASES
In May 1999, the Company entered into a non-cancelable operating lease for
office space with future minimum rental payments of $66,637 for 1999 and $33,318
for 2000.
7. EQUITY
COMMON STOCK
In April 1999, the Company and one of its original promoters finalized an
agreement whereby 1,000,000 shares of stock previously issued to the promoter,
on the condition that he join the Company as a full time employee, were returned
as it was agreed that the promoter will not join the Company as a full-time
employee. This promoter was then reissued 100,000 shares in payment of a $70,000
note payable by the Company in a negotiated settlement.
In June 1999, the Company granted 150,000 shares to its investor and public
relations firm for future services covering a six month period ending December
1999. The fair value of these shares, $150,000 will be expensed over the
remaining service period. The fair value of these shares will be remeasured at
each reporting date and any increase or decrease in the fair value of the shares
will be adjusted through a cumulative effect adjustment. Additionally, the
Company granted 600,000 shares to this firm for services performed in connection
with investor relation activities.
For the period of October 1, 1999 through December 15, 1999 the Company raised
approximately $304,800 through the sale of its common stock at $1.00 per share.
STOCK OPTION PLAN
The Board of Directors of Micro-ASI has approved a stock option plan
subject to shareholder approval. This plan calls for a Committee of the board to
have the authority to issue 4,000,000 options to key management and employees. A
more detailed description of the plan is incorporated by reference and is
included in the detailed Proxy Statement filed by the Company on December 3,
1999.
This stock option plan was approved by the shareholders at the
Company's Annual Meeting held on December 15, 1999.
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following Management's Discussion and Analysis of Financial
Condition and Results of Operations, and the discussion of market risk in Item 3
below, contains certain forward-looking statements regarding future financial
condition and results of operations and the company's business operations. We
have based these statements on our expectations about future events. The words
"may," "intend," "will," "expect," "anticipate," "objective," "projection,"
"forecast," "position" or negatives of those terms or other variations of them
or by comparable terminology are intended to identify forward-looking
statements. We have based these statements on our current expectations about
future events. Although we believe that our expectations reflected in or
suggested by our forward-looking statements are reasonable, we cannot assure you
that these expectations will be achieved. Our actual results may differ
materially from what we currently expect. Important factors which could cause
our actual results to differ materially from the forward-looking statements
include, without limitation the development of the flip-chip market, the
proposed acquisition of a Contract Electronic Manufacturer ("CEM"), the ability
of ZAE Research to produce a marketable product(s), and the other Research and
Development costs to realize marketable products.
GENERAL
The Company is a development stage high-technology electronics company
founded in 1995 in Dallas, Texas. The Company has had no revenue from operations
since inception.
The Company plans to have a vertically integrated business structure
focused on providing turnkey product solutions leveraging the emerging
flip-chip, MCM and systems-on-a-chip technologies. Management believes these
maturing technology "cores" are needed across the electronics industry to enable
product miniaturization, reduce power consumption and increase operating speeds.
Management believes the current "wire bonding process" used in electronics
packaging since the late 1950s will be superceded by these emerging
technologies. Electronic industry sectors targeted by the Company are
semiconductor, computer, telecom, automotive and medical.
The Company has begun to work on a selected set of redesign projects
representing significant business opportunities for the Company. Micro-ASI
intends to retain the design rights to all redesigned products. This business
strategy and policy should cause the Company's installed intellectual property
base to grow rapidly and keep the Company in the forefront of technology and in
turnkey delivery of solutions leveraging such key technologies.
The primary activities to date have been limited to forming the
management team and securing the redesign projects mentioned above. Accordingly,
Management does not consider the historical results of operations to be
representative of future results of operation of the Company.
For the three months ended September 30, 1999 the Company sold 467,800
shares of Common Stock for $467,800. In addition to the sales of stock for cash,
the Company issued 9,375 shares valued at $9,375 for services. During the nine
months ended September 30, 1999, the Company sold 3,858,836 shares of Common
Stock for $3,858,836. In addition the Company had a return of 1,000,000 shares
with no associated value from an original promoter and subsequently reissued
100,000 shares in exchange fro his $70,000 note payable in a negotiated
settlement (See Footnote 7). Also, the Company issued 750,000 shares valued at
$750,000 of which 600,000 shares were for past services and 150,000 shares were
for future services (see Footnote 7). The Company sold 77,300 shares for $77,300
to a member of the Board of Directors. These shares were paid in full, but the
stock had not been issued as of September 30, 1999. The proceeds from these
sales were used to form the management team, help secure the redesign projects,
development of battery technology and to finance daily operations.
For the three months ended September 30, 1999 all of the sales of
Common Stock were made to 17 accredited investors. For the nine month period
ended September 30, 1999, the Company sold stock to a total of 145 investors, of
which 112 were accredited and 32, which purchased $152,500 of the total amount
8
<PAGE> 9
sold were non-accredited. The Company relied upon the exemption provided under
Section 4(2) of the Securities Act of 1933.
RESULTS OF OPERATIONS
The following financial information shows results of operations for the
for the three and nine months ended September 30,1998 and 1999.
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
-------------------------------- --------------------------------
September 30, September 30, September 30, September 30,
1998 1999 1998 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Interest Income $ 2,219 $ 11,780 $ 7,736 $ 19,224
R & D Expense (95,595) (208,765) (283,622) (584,653)
General & Admin (139,520) (508,671) (267,360) (1,839,990)
Interest Expense (1,750) -- (5,657) (1,761)
----------- ----------- ----------- -----------
Net Loss $ (234,646) $ (705,656) $ (548,903) $(2,407,180)
=========== =========== =========== ===========
</TABLE>
The increase in General and Administrative expenses for the three
months and nine months ended September 30, 1999 compared to the three months and
nine months ended September 30, 1998 was primarily due to increases in investor
and public relations fees, legal and professional fees, travel expenses and the
addition of employees. The Company added senior level management, which
increased salaries by approximately $177,618 for the three months and
approximately $361,587 for the nine month period. There were no salaried
employees in 1998. The Company's legal and accounting fees were approximately
$56,332 for the three month period and approximately $74,126 for the nine month
period ending September 30, 1999 compared to approximately $16,782 and $63,297
for the three and nine month periods ended September 30, 1998. This increase was
due primarily to the fees associated with the recent filing of the Company's
Form 10-SB and Form 10-SBA. The company also entered into a contract for
investor and public relations. During the three and nine month periods ended
September 30, 1999, expenses for these items were $88,750 and $913,350
respectively, of which $75,000 and $675,000 related to the Company's common
stock used as compensation for the services rendered. There were no investor or
public relations fees paid in the same time periods ending September 30, 1998.
The increase in Research and Development is the funding of the product
development agreement with ZAE Research, Inc. The Company has funded $79,000 and
$213,076 for the three and nine month periods respectively. The Company has also
funded $129,765 and $371,577 during the three and nine month periods ended
September 30, 1999 respectively in the other projects.
YEAR 2000 ISSUES
The Year 2000 Issue is primarily the result of computer programs being
written using two digits rather than four to define the applicable year. There
are no material Year 2000 compliance requirements confronting the Company since
it has no current operating business. The Company's current financial and
administrative systems are fully compliant. Accordingly, the Company has no
ongoing remediation plans with respect to its current systems.
The Company continues to assess the impact, if any, the Year 2000 Issue
will have on its key vendors and potential strategic partners before the
inception of a relationship. Currently, the Company is not aware of the
existence of any significant Year 2000 Issue with any its key vendors and
potential strategic partners, the impact of the Year 2000 may be material.
9
<PAGE> 10
LIQUIDITY AND CAPITAL RESOURCES
During the period the Company issued 750,000 shares of stock, 600,000 for past
investor and public relations services and 150,000 for future investor and
public relations services. The Company also issued an additional 26,775 shares
valued at $26,775 for other services during the nine-month period. Included in
this amount were 9,375 shares of stock valued at $9,375 that were issued for
services.
Management believes that the proceeds from the sale of the above
mentioned stock combined with the Company's current working capital will provide
the Company with needed working capital for at least six months. As of November
30, 1999, the Company has no debt and the only fixed obligation is the office
lease rental of $8,330 per month. However, to execute its business plan, the
Company intends to sell additional shares of common stock in the first quarter
of 2000 to raise up to $15,000,000. The Company is planning to call a special
meeting of the shareholders to increase the authorized number of shares the
Company can issue.
Should the Company not raise additional capital, planned operations
will be materially adversely affected. If less than $15,000,000 is raised, the
Company would have viable alternative courses of action. First, the Technology
Integration Deployment Center could be leased facility. An additional
alternative would be to reduce the rate of growth of revenues and to reduce the
number of planned projects.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company has not held or issued derivative financial instruments in
the normal course of business. The Company currently does no business in foreign
markets and is therefore not subject to risks due to changes in foreign currency
exchange rates and interest rates. The Company is debt free, so it has no
current risks in interest rate fluctuations on borrowings. In the future, the
Company intends to manage its exposure to foreign currency exchange rates by
requiring customers to pay in US dollars.
All Company operations and facilities are located in the US, so all
liabilities are payable in US dollars. These include future liabilities related
to plant wages, taxes, and facility operating costs.
As a result, the Company does not have nor expect any risks to come
from foreign currency translation risks. At such time as the scope of
Micro-ASI's operations become international, the company intends to initiate a
foreign currency risk management program.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company has no legal proceedings.
Item 2. Changes In Or Sale of Stock
For the three months ended September 30, 1999 the Company sold 467,800
shares of Common Stock for $467,800. In addition 9,375 shares of stock valued at
$9,375 that were issued for services. During the nine months ended September 30,
1999, the Company sold 3,858,836 shares of Common Stock for $3,858,836. During
the nine months, an original promoter returned 1,000,000 shares of Common Stock
to the Company, which were returned to the treasury with no value associated and
the Company subsequently reissued this promoter 100,000 shares of stock in
settlement of a $70,000 note payable in a negotiated settlement (see Footnote
7). In addition, the Company issued 750,000 shares of stock, 600,000 for past
investor and public relations services and 150,000 for future investor and
public relations services. These shares were valued at $750,000 (see Footnote
7). The Company also issued an additional 26,775 shares valued at $26,775 for
other services during the nine-month period. The proceeds from these sales were
used to hire the management team, secure the redesign projects, development of
battery technology and to finance daily operations.
10
<PAGE> 11
ITEM 3. DEFAULT UPON SENIOR SECURITIES
None.
Item 4. Submission of Matters to a Vote of Security Holders
Incorporated by reference from the Company's definitive Proxy Statement
filed on December 3, 1999.
At the Annual Meeting of the Shareholders, the shareholders voted for
the slate of directors and for the adoption of the 1999 Stock Option Plan.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
27.1 Financial Data Schedule for 1998
27.2 Financial Data Schedule for 1999
27.3 Financial Data Schedule (other)
(b) Reports on Form 8-K:
None
* * * *
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MICRO-ASI, INC.
December 16, 1999 By: /s/ Joel E. Claybrook
---------------------------------------
Joel E. Claybrook
(President and Chief Executive Officer)
This Schedule contains summary financial information extracted from MICRO-ASI,
Inc. Balance Sheet and Income Statement for the Nine Months ended September 30,
1999, and is qualified in its entirety by reference to such quarterly report on
Form 10-QSB filing.
11
<PAGE> 12
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
27.1 Financial Data Schedule for 1998
27.2 Financial Data Schedule for 1999
27.3 Financial Data Schedule (other)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS YEAR
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1999 DEC-31-1999
<PERIOD-START> JUL-01-1998 JAN-01-1998 JAN-01-1998
<PERIOD-END> SEP-30-1998 SEP-30-1998 DEC-31-1998
<CASH> 0 0 177,821
<SECURITIES> 0 0 0
<RECEIVABLES> 0 0 0
<ALLOWANCES> 0 0 0
<INVENTORY> 0 0 0
<CURRENT-ASSETS> 0 0 0
<PP&E> 0 0 5,427
<DEPRECIATION> 0 0 0
<TOTAL-ASSETS> 0 0 183,248
<CURRENT-LIABILITIES> 0 0 276,304
<BONDS> 0 0 0
0 0 0
0 0 0
<COMMON> 0 0 16,344
<OTHER-SE> 0 0 (109,400)
<TOTAL-LIABILITY-AND-EQUITY> 0 0 183,248
<SALES> 0 0 0
<TOTAL-REVENUES> 0 0 0
<CGS> 0 0 0
<TOTAL-COSTS> 0 0 0
<OTHER-EXPENSES> 235,115 550,982 819,319
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> (469) (2,079) (1,242)
<INCOME-PRETAX> (234,646) (548,903) (818,077)
<INCOME-TAX> 0 0 0
<INCOME-CONTINUING> 0 0 0
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> (234,646) (548,903) (818,077)
<EPS-BASIC> (0.02) (0.04) (0.05)
<EPS-DILUTED> (0.02) (0.04) (0.05)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 9-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1999
<PERIOD-START> JAN-01-1999 JUL-01-1999
<PERIOD-END> SEP-30-1999 SEP-30-1999
<CASH> 540,507 0
<SECURITIES> 507,026 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 0 0
<PP&E> 64,567 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 1,217,230 0
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