UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[x] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended June 30, 1996
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from ________ to ________.
Commission file number: 0-26328
VICTORMAXX TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Illinois 36-3971950
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
510 Lake Cook Road, Suite 100, Deerfield, Illinois 60015
(Address of principal executive offices) (Zip code)
(847) 267-0007
(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 [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
stock, as of the latest practicable date.
Common stock, $.001 Par Value, 5,726,442 as of August 16, 1996
<PAGE>
VictorMaxx Technologies, Inc.
Index to Quarterly Report on Form 10-Q
Filed with the Securities and Exchange Commission
for the Three and Six Month Periods Ended June 30, 1996 and 1995
Page Number
PART I. Financial Information
Item 1: Financial Statements (unaudited)
Balance sheets as of June 30, 1996 and December 31, 1995 3
Statements of operations for the three and six month periods
ended June 30, 1996 and 1995 4
Statements of cash flows for the six months ended
June 30, 1996 and 1995 5
Notes to Financial Statements 6
Item 2: Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
PART II. Other Information 13
SIGNATURES 14
2
<PAGE>
Part I. Financial Information
Item 1: Financial Statements
VictorMaxx Technologies, Inc.
Balance Sheets
<TABLE>
<CAPTION>
June 30, December 31,
ASSETS 1996 1995
------------ ------------
(unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 260,970 $ 8,674
Available-for-sale securities -- 3,303,462
Accounts receivable, net of allowance of $25,000 41,939 12,536
Interest receivable -- 64,350
Inventories 95,450 602,406
Prepaid expenses 59,115 186,830
------------ ------------
Total current assets 457,474 4,178,258
Property and equipment, net of accumulated depreciation
and amortization 247,929 275,560
Other assets 12,762 74,341
------------ ------------
Total assets $ 718,165 $ 4,528,159
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 157,936 $ 817,619
Cash overdrafts -- 345,214
Accrued liabilities 459,067 1,188,723
------------ ------------
Total current liabilites 617,003 2,351,556
Legal settlements payable, non-current portion 40,000 100,000
Deferred rent 31,628 36,731
------------ ------------
Total liabilities 688,631 2,488,287
------------ ------------
Stockholders' equity:
Preferred stock, par value $.001; 1,000,000 shares
authorized, none issued
Common stock, par value $.001; 20,000,000 shares
authorized; 5,541,135 shares issued and outstanding 5,541 5,541
Additional paid-in capital 19,480,232 19,480,232
Accumulated deficit (19,456,239) (17,445,901)
------------ ------------
Total stockholders' equity 29,534 2,039,872
------------ ------------
Total liabilities and stockholders' equity $ 718,165 $ 4,528,159
============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements
3
<PAGE>
VictorMaxx Technologies, Inc.
Statements of Operations
(unaudited)
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
1996 1995 1996 1995
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales $ 577,020 $ 21,976 $ 723,331 $ 226,550
Cost of goods sold 1,081,642 25,513 1,170,397 237,487
----------- ----------- ----------- -----------
Gross profit (deficiency) (504,622) (3,537) (447,066) (10,937)
Operating expenses:
Research and development 320,013 87,195 562,628 365,776
Selling, general and administrative 443,742 873,727 1,027,557 1,845,764
Impairment of goodwill 0 0 0 1,649,765
----------- ----------- ----------- -----------
Total operating expenses 763,755 960,922 1,590,185 3,861,305
Loss from operations (1,268,377) (964,459) (2,037,251) (3,872,242)
Other income (expenses):
Interest expense (2,104) (636,803) (2,630) (1,082,393)
Interest income 2,358 0 29,543 0
Other 0 (100,000) 0 (181,207)
----------- ----------- ----------- -----------
Net loss $(1,268,123) $(1,701,262) $(2,010,338) $(5,135,842)
=========== =========== =========== ===========
Per-share data:
Net loss per share $ (0.23) $ (0.64) $ (0.36) $ (2.04)
=========== =========== =========== ===========
Weighted average common and
common equivalent shares
outstanding 5,621,854 2,638,473 5,621,854 2,518,753
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements
4
<PAGE>
VictorMaxx Technologies, Inc.
Statements of Cash Flows
(unaudited)
<TABLE>
<CAPTION>
Six months ended
June 30,
1996 1995
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net loss $(2,010,338) $(5,135,842)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization of property and equipment 59,612 85,275
Amortization of goodwill -- 209,157
Amortization of deferred financing costs and original issue discount -- 779,319
Impairment of goodwill -- 1,649,765
Provision for doubtful accounts -- 15,000
Issuance of common stock in exchange for professional services -- 5,108
Compensation expense relating to stock options and warrants -- 948
Change in operating assets and liabilities:
Accounts receivable (29,403) 304,430
Interest receivable 64,350 --
Inventories 506,956 52,495
Prepaid expenses 127,715 41,855
Other assets 61,579 --
Accounts payable (659,683) 202,934
Accrued liabilities (729,656) 731,182
Accrued legal settlement (60,000) --
Deferred rent (5,103) (849)
----------- -----------
Net cash used in operating activities (2,673,971) (1,059,223)
----------- -----------
Cash flows from investing activities:
Purchases of property and equipment (31,981) (29,774)
Purchases of dies and molds -- (134,883)
Proceeds from sale of available-for-sale securities 3,303,462 --
----------- -----------
Net cash provided by (used in) investing activities 3,271,481 (164,657)
----------- -----------
Cash flows from financing activities:
Proceeds from issuance of notes payable -- 1,696,612
Repayments of notes payable -- (179,300)
Decrease in cash overdrafts (345,214) (254,544.00)
----------- -----------
Net cash (used for) provided by financing activities (345,214) 1,262,768
----------- -----------
Net increase (decrease) in cash 252,296 38,888
Cash, beginning of period 8,674 --
----------- -----------
Cash, end of period $ 260,970 $ 38,888
=========== ===========
Supplemental cash flow information:
Interest paid $ 2,630 $ 62,513
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements
5
<PAGE>
VICTORMAXX TECHNOLOGIES, INC.
Notes to Condensed Financial Statements
1. Basis Of Preparation
The accompanying condensed financial statements of VictorMaxx Technologies, Inc.
(the "Company") for the three and six month periods ended June 30, 1996 and 1995
have been prepared without audit pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in the financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted pursuant
to such rules and regulations, although the Company believes that the
disclosures made are adequate to make the information presented not misleading.
These condensed financial statements should be read in conjunction with the
financial statements and notes thereto, together with management's discussion
and analysis of financial condition and operations, contained in the Company's
Annual Report on Form 10-K for the year ended December 31, 1995. In the opinion
of management, all adjustments, consisting only of normal recurring adjustments,
necessary to present fairly the financial position and operating results for the
interim periods, have been included. The results of operations for the three and
six month periods ended June 30, 1996 are not necessarily indicative of the
results to be expected for the entire year ending December 31, 1996.
2. Net Loss Per Common Share
The computation of net loss per share is based on the weighted average number of
common and common equivalent shares outstanding (adjusted for a 20.2225 to one
split completed in July 1995) during the period. Common stock equivalents
represent outstanding stock options and warrants which are included in the
weighted average shares pursuant to the treasury stock method. Common share
equivalents attributable to stock options issued within 12 months prior to the
initial public offering have been included in the calculation of net loss per
share as if they were outstanding for the period presented.
3. Cessation of Discussions to Acquire Fightertown Entertainment, Inc.
On March 22, 1996, the Company entered into a non-binding letter of intent for
the acquisition of Fightertown Entertainment, Inc. ("Fightertown"). The
acquisition was subject to the satisfactory conclusion of due diligence,
including the evaluation of Fightertown's proprietary software, the market
potential of its product, its capital requirements, the execution of definitive
agreements and other material conditions. The discussions between the Company
and Fightertown related to the acquisition of Fightertown ceased in June 1996.
6
<PAGE>
4. Possible Loss of Quotation of Securities
On July 17, 1996, the Company received notification from The Nasdaq Stock
Market, Inc. that the Company does not currently meet the maintenance criteria
for continued listing of its Securities on the Nasdaq Small-Cap Market. The
Company will regain compliance if at anytime within the ninety calendar days
ending on or before October 16, 1996, the shares of the Company's common stock
reports a closing bid price of $1.00 or greater for ten consecutive trading
days. Alternatively, the Company will be deemed to have complied with the
maintenance requirements if the Company's capital and surplus and market value
of the public float equal or exceed $2,000,000 and $1,000,000, respectively, for
ten consecutive trading days.
7
<PAGE>
Item 2 --- Management's Discussion and Analysis of Financial Condition and
Results of Operations
Overview
The Company is engaged in the design, development and distribution of
Internet-based, multi-player interactive games. The Company expects to release
its first game, Autoduel Online, during the first half of 1997. The game will be
the first application to run on the Company's virtual reality engine ("Engine"),
which allows for the programming of multi-user virtual reality applications.
Development of the Engine, which is the foundation for the game, began in
September 1995. The Engine has been constructed in a modular fashion, which
means that functional blocks of code such as the graphics modules, the sound
modules, input and output modules, etc. can be upgraded without requiring a
complete rewrite of the Engine. Therefore, once Autoduel Online has been
completed, new versions of Autoduel Online or other games and applications using
the same technologies but with different content and features can be developed
and introduced more easily and quickly.
Autoduel Online is based on characters and other materials derived from a
strategic board game called Car Wars, which the Company has licensed from Steve
Jackson Games Incorporated ("SJ Games"), a publisher of simulation and
role-playing games. SJ Games has sold over 300,000 copies of Car Wars in sixteen
countries and in six different languages since its introduction in 1981.
Supplementary products, including expansion sets, bring total unit sales to over
2,000,000. Origin Systems sold over 65,000 copies of their original Autoduel
computer game for the Apple II computer in the early 1980's and the Car Wars
fiction has been the subject of a series of novels and comic books published by
Tor Books and Marvel Comics, respectively. SJ Games also runs the AADA (American
Autoduel Association), a Car Wars fan club and coordinates an annual national
tournament whose players qualify through local and regional tournaments
conducted during the year. In addition to Car Wars, SJ Games has published such
games as the Generic Universal Role Playing System ("GURPS") and Illuminati.
The completed Autoduel Online, which will run only on personal computers
equipped with three-dimensional graphics accelerator boards ("3D boards"), will
use full three-dimensional ("3D") models in all aspects of the driving
simulation. The 3D boards allow the personal computer to off-load the rendering
work and create a true 3D environment, allowing the game participant to view an
object from any angle in real-time. The 3D boards, which were commercially
introduced during the third quarter of 1996, will increase the graphics quality
and speed of all 3D games that are written to a set of standards that the boards
support, most likely Direct3D, an Application Programming Interface (API) owned
by Microsoft. An API is a programming library which may be incorporated into a
piece of software, such as Autoduel Online, to access a specific capability, in
this case, 3D graphics acceleration. Direct3D is currently in beta testing and
is expected to be released during the fourth quarter of 1996.
8
<PAGE>
The 3D boards, which initially are expected to be priced at retail for under
$300, will probably be available primarily as an add-on peripheral for the
remainder of 1996. Beginning in 1997, however, it is expected that they will be
installed in many personal computers sold for multimedia applications. The
market research firm Jon Peddie Associates has estimated that at least 500,000
boards will be shipped in 1996 and that there could be an installed base of up
to 27 million units by the end of 1997.
Previously, the Company designed, developed, marketed and sold virtual reality
products for home use. The Company believes that it was the first to sell
virtual reality head-mounted displays ("HMDs" or "headsets") intended for home
use with a suggested retail price of less than $1,000. The Company's first
product, the CyberMaxx 120 model, was introduced in November 1994. The Company
began shipping the more advanced CyberMaxx model 2.0 in August 1995. In December
1995, the Company began distribution of the VIR one, a cordless, baseless game
controller with a suggested retail price of $99.
In early 1996, the management of the Company concluded that its headset was not
likely to gain widespread consumer acceptance in the immediate future at a
suggested retail price of $889. In February 1996, the Company suspended
production of the CyberMaxx model 2.0 and in March 1996 lowered the price on the
CyberMaxx model 2.0 for the purpose of stimulating sales at a suggested retail
price of $499. In connection with this price reduction, the Company charged
$1,769,987 to its 1995 results for write downs of its remaining CyberMaxx model
2.0 inventory, including component parts, and the tools and dies associated with
the production of the CyberMaxx.
During the second quarter of 1996, it became apparent that the reduced price of
the CyberMaxx model 2.0 was not going to stimulate sales and the management of
the Company made the decision to cease marketing virtual reality hardware
products. The Company has liquidated most of its remaining CyberMaxx and VIR one
inventory and recorded a second quarter charge of $443,033 related to the
liquidation of this inventory.
In January 1996, the Company transferred its product engineering service to its
contract manufacturer and deferred development activities on the next generation
of the CyberMaxx headset.
The Company expects that a significant portion of its future revenues, if any,
will be dependent upon the successful development, introduction and distribution
of Autoduel Online and other games and applications that may utilize the
Company's Engine.
9
<PAGE>
Results of Operations
Comparison of the three month period ending June 30, 1996 with the three month
period ending June 30, 1995
Net sales. Net sales increased to $577,020 for the three months ending June 30,
1996 from $21,976 for the three months ending June 30, 1995. The 1996 results
include liquidation sales totaling $369,750. The company derived revenues of
$451,566, including liquidation sales of $273,700, for the three months ending
June 30, 1996 from the sale of the CyberMaxx model 2.0 and revenues of $125,454,
including liquidation sales of $96,050, from the sale of the VIR one. For the
three month period ending June 30, 1995, the Company derived all of its revenues
from the sale of its first product, the CyberMaxx 120, the manufacture of which
was discontinued in January 1995.
Gross profit (deficiency). The Company had a negative gross profit of $504,622
for the three months ending June 30, 1996 compared to a negative gross profit of
$3,537 for the three months ending June 30, 1995. The 1996 results include a net
charge of $568,743 to account for the Company's decision to cease marketing
virtual reality hardware products. Included in this charge are writedowns of
$443,033 associated with the sale of liquidated product and a charge of $344,926
to cover cancellation costs and the cost of excess component parts held by the
Company's contract manufacturer. These charges were partially offset by the
reversal of $219,216 in charges recorded in prior periods to reserve for the
return of obsolete inventory. Cost of sales in 1995 consists primarily of
product costs and the amortization of tool and die costs associated with the
production of the CyberMaxx 120. The remainder of the tool and die costs were
completely written off during the fourth quarter of 1995.
Selling, general and administrative. Selling, general and administrative
expenses totaled $443,742 for the three months ending June 30, 1996 compared to
$873,727 for the three months ending June 30, 1995. Included in the 1996 balance
are sales and promotional expenses of $119,508, non sales compensation expense
of $153,471, net occupancy expenses of $11,206 and legal expenses of $37,995.
Included in the 1995 balance are sales and promotional expenses of $70,116,
occupancy expenses of $54,313, legal expenses of $40,935 and a charge of
$443,368 related to the issuance of 139,424 shares of restricted stock to the
President and Chief Executive Officer of the Company.
Research and development. Research and development expenses totaled $320,013 for
the three months ending June 30, 1996 compared to $87,195 for the three months
ending June 30, 1995. Included in the 1996 balance are expenses totaling
$163,068 related to the development of its virtual reality engine and the
application software for Autoduel Online. The remaining expense for both 1996
and 1995 consists primarily of the costs of the Company's design, quality
assurance, engineering support activities and the cost of providing support to
the entities developing software for the CyberMaxx. The Company intends to
continue to commit significant resources to the development of its virtual
reality engine and Autoduel Online.
10
<PAGE>
Interest expense. The Company incurred interest expense of $2,104 for the three
months ending June 30, 1996 compared to $636,803 for the three months ending
June 30, 1995. Included in the 1995 expense are charges of $547,450 related to
various bridge financings, including the amortization of deferred financing
costs and original issue discount and the accrual of interest. The bridge
financings were repaid from the net proceeds of the Company's initial public
offering which was completed in August 1995.
Miscellaneous interest charges totaled $89,353.
Other expense. The Company recorded an expense of $100,000 for the three month
period ended June 30, 1995 related to a settlement agreement with its former
President and Chief Executive Officer.
Comparison of the six month period ending June 30, 1996 with the six month
period ending June 30, 1995
Net sales. Net sales increased $496,781 to $723,331 for the six months ending
June 30, 1996 from $226,550 for the six months ending June 30, 1995. The 1996
results include liquidation sales totaling $369,750. The company derived
revenues of $578,381, including liquidation sales of $273,700, for the six
months ending June 30, 1996 from the sale of the CyberMaxx model 2.0 and
revenues of $144,950, including liquidation sales of $96,050, from the sale of
the VIR one. For the six month period ending June 30, 1995, the Company derived
all of its revenues from the sale of its first product, the CyberMaxx 120, the
manufacture of which was discontinued in January 1995.
Gross profit (deficiency). The Company had a negative gross profit of $447,066
for the six months ending June 30, 1996 compared to a negative gross profit of
$10,937 for the six months ending June 30, 1995. The 1996 results include a net
charge of $568,743 to account for the Company's decision to cease marketing
virtual reality hardware products. Included in this charge are writedowns of
$443,033 associated with the sale of liquidated product and a charge of $344,926
to cover cancellation costs and the cost of excess component parts held by the
Company's contract manufacturer. These charges were partially offset by the
reversal of $219,216 in charges recorded in prior periods to reserve for the
return of obsolete inventory. The 1995 cost of sales included a charge of
$64,638 to provide for the accelerated amortization of certain tool and die
costs associated with the CyberMaxx 120. The remainder of the tool and die costs
were completely written off during the fourth quarter of 1995.
Selling, general and administrative. Selling, general and administrative
expenses totaled $1,027,557 for the six months ending June 30, 1996 compared to
$1,845,764 for the six months ending June 30, 1995. Included in the 1996 balance
are sales and promotional expenses of $279,740, non sales compensation expense
of $343,060, occupancy expenses of $42,496 and legal expenses of $58,322.
Included in the 1995 balance, are sales and promotional expenses of $371,700,
occupancy expenses of $101764, legal expenses of $78,705, goodwill amortization
of $209,157 and a charge of
11
<PAGE>
$443,368 related to the issuance of 139,424 shares of restricted stock to the
President and Chief Executive Officer of the Company.
Research and development. Research and development expenses totaled $562,628 for
the six months ending June 30, 1996 compared to $365,776 for the six months
ending June 30, 1995. Included in the 1996 balance are expenses totaling
$297,650 related to the development of its virtual reality engine and the
application software for Autoduel Online. The remaining expense for both 1996
and 1995 consists primarily of the costs of the Company's design, quality
assurance, engineering support activities and the cost of providing support to
the entities developing software for the CyberMaxx.
Impairment of Goodwill. Effective March 31, 1995 the Company wrote off the
remaining unamortized balance of goodwill related to the acquisition from
Bankers by recording a charge to operations of $1,649,765. The charge was
recorded as a result of the Company's evaluation of its existing products,
customer base and core technologies, all of which have undergone significant
change since the date of acquisition, the Company's inability to achieve sales
backlogs and the continuing and expected future losses. After consideration of
these factors and the expectation that the Company would continue to operate at
a loss in, the Company concluded that the recorded goodwill was impaired.
Interest expense. The Company incurred interest expense of $2,630 for the six
months ending June 30, 1996 compared to $1,082,393 for the six months ending
June 30, 1995. Included in the 1995 expense are charges of $933,631 related to
various bridge financings, including the amortization of deferred financing
costs and original issue discount and the accrual of interest. The bridge
financings were repaid from the net proceeds of the Company's initial public
offering which was completed in August 1995.
Miscellaneous interest charges totaled $148,762.
Other expense. During the six month period ending June 30, 1995, the Company
recorded a $100,000 charge related to a settlement agreement with its former
President and Chief Executive Officer and incurred $65,000 of expenses to settle
legal claims that had been asserted against it.
Liquidity and Capital Resources
At June 30, 1996, the Company had unrestricted cash and cash equivalents of
$260,970. During the six months ended June 30, 1996, operating activities used
$2,673,971 of net cash and equivalents, investing activities provided $3,271,481
of net cash and equivalents.
The Company expects to incur non-cash compensation expense of approximately
$167,934 during the third quarter of 1996 related to the planned issuance of
185,307 shares of restricted Common Stock to certain employees, directors and
consultants to the Company.
12
<PAGE>
The Company's independent accountants have included an explanatory paragraph in
their report for the year ended December 31, 1995 making reference to the
Company's note to financial statements (Note 1), which discusses the fact that
the Company's financial statements for the year ended December 31, 1995 have
been prepared assuming that the Company will continue as a going concern and
that the substantial losses from operations suffered by the Company and its
significant reliance on obtaining continued financing to satisfy its liquidity
requirements raise substantial doubt about the Company's ability to continue as
a going concern. Management of the Company is currently evaluating various forms
of financing, including debt financing and public or private equity financing.
While the Company's management believes that additional financing will be
available to the Company, there can be no assurances that the Company has the
ability to raise the necessary financing to enable it to conduct its on-going
business activities.
PART II. Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the
quarter ended June 30, 1996.
13
<PAGE>
Signatures
Pursuant to the requirements of Section 13 or 15(d) 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, in the City of Deerfield
and State of Illinois on the 16th day of August, 1996.
VictorMaxx Technologies, Inc.
By: /s/ Richard H. Currie
-------------------------------------
Richard H. Currie
President and Chief Executive Officer
By: /s/ Glenn Petersen
-------------------------------------
Glenn Petersen
Vice President and Chief Financial
Officer (Principal Financial and
Accounting Officer)
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
financial statements for the six months ended June 30, 1996 and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 260,970
<SECURITIES> 0
<RECEIVABLES> 66,939
<ALLOWANCES> 25,000
<INVENTORY> 95,450
<CURRENT-ASSETS> 457,474
<PP&E> 365,831
<DEPRECIATION> 117,902
<TOTAL-ASSETS> 718,165
<CURRENT-LIABILITIES> 617,003
<BONDS> 0
0
0
<COMMON> 5,541
<OTHER-SE> 23,993
<TOTAL-LIABILITY-AND-EQUITY> 718,165
<SALES> 723,331
<TOTAL-REVENUES> 723,331
<CGS> 1,170,397
<TOTAL-COSTS> 279,740
<OTHER-EXPENSES> 1,310,445
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,630
<INCOME-PRETAX> (2,010,338)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,010,338)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,010,338)
<EPS-PRIMARY> (.36)
<EPS-DILUTED> (.36)
</TABLE>
