<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report under Section 13 of 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended March 31, 2000
--------------
[ ] Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from ____________________ to _____________________
Commission file number 0-27185
Global Network, Inc.
----------------------------------------------
(Name of Small Business Issuer in Its Charter)
Nevada 88-0367123
- ------------------------ ---------------------------------
(State of Incorporation) (IRS Employer Identification No.)
575 Madison Ave., 10th Floor, New York, New York 10022
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(212) 605-0431
---------------------------
(Issuer's Telephone Number)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
--- ---
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 10,979,000 as of March 31,
2000.
Transitional Small Business Disclosure Format (check one):
Yes No X
--- ---
<PAGE> 2
PART I
FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
See financial statements beginning on Page F-I.
Item 2. PLAN OF OPERATION
We had revenues of $15,000 during the three months ended March 31, 2000
and incurred costs of $10,000 in connection with such revenues. Selling, general
and administrative expenses of $253,555 for the three months ended March 31,
2000 consist primarily of promotional expenditures relating to the initial
solicitation of customers and other incidental start up costs.
Going forward, we intend to derive our revenues from the sale of
interactive advertising on the web and the development of proprietary software
designed for the direction, creation, and measurement of Internet
advertisements. Through March 2000, we had entered into contracts with our first
ten advertisers and we anticipate that we will begin to generate additional
revenues shortly.
During the quarter ending March 31, 2000, we pulled our initial
suppliers and distribution channels into place and we have begun to accept
interactive advertising. We have made initial contact with, and will continue to
make contacts with, major interactive clients and their advertising agencies
through a series of mailings, presentations, and web site demonstrations. Our
strategy is to solicit the major potential advertisers, including but not
limited to the following industries: automobile, entertainment, package goods,
financial services, political, and technology.
We intend to continue to out-source research, marketing, computer
programming, and graphic design functions to expert individuals with whom our
management has prior experience and in whom our management has an acceptable
level of confidence. Through outsourcing, we believe that we can maximize
results while keeping overhead expenses at a minimum.
LIQUIDITY AND CAPITAL RESOURCES
From August 1999 through the date of this report, we have raised a
total of approximately $2,168,000, net of approximately $102,000 in fees, from
the following securities offerings:
<TABLE>
<S> <C> <C>
August 1999 $ 200,000 Sale of 100,000 shares of common stock
and warrants to purchase an additional
400,000 shares of common stock at a
price of $2 per share at any time until
February 5, 2000
August 1999 $ 200,000 Sale of 100,000 shares of common stock
pursuant to exercise of warrants
February and March 2000 $1,768,250 Sale of 1,388,000 shares of common stock
</TABLE>
In addition, through December 31, 1999 35,000 shares of common stock
having an aggregate fair value of $8,125 and options to purchase 195,000 shares
of common stock at $.50 a share with an aggregate fair value of $76,050 were
issued in exchange for services. During the three months ended March 31, 2000
options to purchase 550,000 shares of common stock at $.93 per share with an
aggregate fair value of $396,000 were issued in exchange for services.
<PAGE> 3
At March 31, 2000 we had working capital of approximately $1,559,000.
Our principal cash requirements are for the continual development of our
business and solicitation of new customers.
We anticipate that our working capital, together with our projected cash
flows from results of operations will be sufficient to satisfy our cash
requirements for at least twelve and up to twenty four months. In the event that
our plans change due to unanticipated expenses or difficulties or otherwise, or
if our working capital and projected cash flow otherwise prove insufficient to
fund operations, we could be required to seek additional financing sooner than
we currently anticipate. There can be no assurance that additional financing
will be available to us if needed, whether on commercially reasonable terms or
at all. An inability to obtain such additional financing would likely have a
material adverse effect on our long term liquidity.
We do not believe that our business is subject to seasonal trends or
inflation. On an ongoing basis, we will attempt to minimize any effect of
inflation on our operating results by controlling operating costs and whenever
possible, seeking to insure that our customer contracts reflect increases in
costs due to inflation.
YEAR 2000 READINESS DISCLOSURE
As of the date of this report, we have not experienced any significant
year 2000 problems, but we cannot be sure that such problems will not arise in
the future, whether arising out of own systems or those of third parties.
Accordingly, we are continuing to monitor the situation. We do not have a
contingency plan in place to deal with year 2000 problems that may occur in the
future, nor do we intend to implement such a plan. If year 2000 problems do
arise, our business and our financial condition could be adversely effected.
As of the date of this report, we have not incurred any material expense
relating to or arising out of the year 2000 problem.
PART II
OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
27 Financial Data Schedule
(b) Reports on Form 8-K.
The Company did not file any reports on Form 8-K during the quarter
for which this report is filed.
<PAGE> 4
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: May 15, 2000 GLOBAL NETWORK, INC.
/s/ JAMES C. MASON
----------------------------------
James C. Mason
President, CEO and Principal
Financial Officer
<PAGE> 5
GLOBAL NETWORK, INC. AND SUBSIDIARY
(A Development Stage Company)
I N D E X
PAGE
------
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS F-2
CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, 2000 (Unaudited) AND DECEMBER 31, 1999 F-3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2000 AND PERIOD FROM
APRIL 26, 1999 (DATE OF INCEPTION) THROUGH MARCH 31, 2000
(Unaudited) F-4
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
THREE MONTHS ENDED MARCH 31, 2000 AND PERIOD FROM
APRIL 26, 1999 (DATE OF INCEPTION) THROUGH MARCH 31, 2000
(Unaudited) F-5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2000 AND PERIOD FROM
APRIL 26, 1999 (DATE OF INCEPTION) THROUGH MARCH 31, 2000
(Unaudited) F-6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS F-7/10
* * *
F-1
<PAGE> 6
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders
Global Network, Inc.
We have reviewed the accompanying condensed consolidated balance sheet of GLOBAL
NETWORK, INC. AND SUBSIDIARY as of March 31, 2000, and the related condensed
consolidated statements of operations, stockholders' equity and cash flows for
the three months ended March 31, 2000 and the period from April 26, 1999 (date
of inception) through March 31, 2000. These financial statements are the
responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review of the condensed consolidated financial statements referred
to above, we are not aware of any material modifications that should be made to
the accompanying condensed consolidated financial statements for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of the Company as of December 31,
1999, and the related consolidated statements of operations and cash flows for
the period from April 26, 1999 (date of inception) through December 31, 1999
which are not presented herein, and in our report dated March 22, 2000, we
expressed an unqualified opinion on those consolidated financial statements. In
our opinion, the information set forth in the accompanying condensed
consolidated balance sheet as of December 31, 1999, is fairly stated, in all
material respects, in relation to the consolidated balance sheet from which it
has been derived.
J.H. Cohn LLP
Roseland, New Jersey
May 10, 2000
F-2
<PAGE> 7
GLOBAL NETWORK, INC. AND SUBSIDIARY
(A Development Stage Company)
CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, 2000 (Unaudited) AND DECEMBER 31, 1999
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
----------- ----------
(Note 1)
<S> <C> <C>
ASSETS
Current assets:
Cash $ 1,536,162 $ 14,307
Accounts receivable 15,000 15,000
Advances to officers 45,439 86,203
Other current assets 29,900
----------- ---------
Total current assets 1,626,501 115,510
Capitalized software development costs 345,275
----------- ---------
Totals $ 1,971,776 $ 115,510
=========== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities - accounts payable and accrued expenses $ 67,128 $ 24,057
----------- ---------
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.001 par value; 5,000,000 shares
authorized; none issued -- --
Common stock, $.001 par value; 50,000,000 shares
authorized; 10,979,000 and 10,811,000 shares
issued and outstanding 10,979 10,811
Additional paid-in capital 2,499,946 438,364
Deficit accumulated in the development stage (606,277) (357,722)
----------- ---------
Total stockholders' equity 1,904,648 91,453
----------- ---------
Totals $ 1,971,776 $ 115,510
=========== =========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
F-3
<PAGE> 8
GLOBAL NETWORK, INC. AND SUBSIDIARY
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2000 AND PERIOD FROM
APRIL 26, 1999 (DATE OF INCEPTION) THROUGH MARCH 31, 2000
(Unaudited)
<TABLE>
<CAPTION>
Three
Months
Ended Cumulative
March 31, from
2000 Inception
------------ ----------
<S> <C> <C>
Revenues $ 15,000 $ 30,000
Cost of revenues 10,000 21,301
------------ ---------
Gross profit 5,000 8,699
Selling, general and administrative expenses 253,555 614,976
------------ ---------
Net loss $ (248,555) $(606,277)
============ =========
Basic net loss per common share $ (.02)
============
Basic weighted average common shares outstanding 10,894,076
============
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
F-4
<PAGE> 9
GLOBAL NETWORK, INC. AND SUBSIDIARY
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
THREE MONTHS ENDED MARCH 31, 2000 AND PERIOD FROM
APRIL 26, 1999 (DATE OF INCEPTION) THROUGH MARCH 31, 2000
(Unaudited)
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Stock Additional in the
--------------------- Subscription Paid-in Development
Shares Amount Receivable Capital Stage Total
----------- ------- ------------ ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Initial issuance of shares
on April 26, 1999 (as
retroactively adjusted to
reflect shares effectively
issued prior to reverse
acquisition on August 5,
1999 and the effects of
certain agreements on
September 9, 1999) 9,000,000 $ 100 $(100)
Effects of reverse
acquisition 1,576,000 10,476 100 $ (45,576) $ (35,000)
Sale of units of shares of
common stock and warrants
through private placement 100,000 100 199,900 200,000
Exercise of warrants 100,000 100 199,900 200,000
Effects of issuance of
common stock in exchange
for services 35,000 35 8,090 8,125
Effects of issuance of stock
options in exchange for
services 76,050 76,050
Net loss $(357,722) (357,722)
----------- ------- ----- ---------- --------- ----------
Balance, December 31, 1999 10,811,000 10,811 -- 438,364 (357,722) 91,453
Sale of shares of common
stock, net of expenses of
$102,500 1,343,000 1,343 1,664,407 1,665,750
Cancellation of shares of
common stock (1,175,000) (1,175) 1,175
Effects of issuance of stock
options in exchange for
services 396,000 396,000
Net loss (248,555) (248,555)
----------- ------- ----- ---------- --------- ----------
Balance, March 31, 2000 10,979,000 $10,979 $ -- $2,499,946 $(606,277) $1,904,648
=========== ======= ===== ========== ========= ==========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
F-5
<PAGE> 10
GLOBAL NETWORK, INC. AND SUBSIDIARY
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2000 AND PERIOD FROM
APRIL 26, 1999 (DATE OF INCEPTION) THROUGH MARCH 31, 2000
(Unaudited)
<TABLE>
<CAPTION>
Three
Months
Ended Cumulative
March 31, from
2000 Inception
----------- -----------
<S> <C> <C>
Operating activities:
Net loss $ (248,555) $ (606,277)
Adjustments to reconcile net loss to net cash used in
operating activities:
Costs of services paid through issuance of common
stock and stock options 72,000 156,175
Changes in operating assets and liabilities:
Accounts receivable (15,000)
Advances to officers 40,764 (45,439)
Other current assets (29,900) (29,900)
Accounts payable and accrued expenses 43,071 67,128
----------- -----------
Net cash used in operating activities (122,620) (473,313)
----------- -----------
Investing activities - payments for capitalized software
development costs (21,275) (21,275)
----------- -----------
Financing activities:
Proceeds from sale of common stock 1,665,750 1,665,750
Proceeds from sale of units of common stock and warrants 200,000
Proceeds from exercise of warrants 200,000
Payments of costs in connection with reverse acquisition (35,000)
----------- -----------
Net cash provided by financing activities 1,665,750 2,030,750
----------- -----------
Net increase in cash 1,521,855 1,536,162
Cash, beginning of period 14,307 --
----------- -----------
Cash, end of period $ 1,536,162 $ 1,536,162
=========== ===========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
F-6
<PAGE> 11
GLOBAL NETWORK, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 - Organization and business:
Global Network, Inc. ("Global Nevada") was originally incorporated in August
1996 in Nevada as Bargain Brokers, Inc. to develop operations as a liquidator of
closeouts, factory overruns, seconds and insurance salvage goods. However,
Global Nevada never generated any significant revenues or expenses in connection
with such operations, and it was an inactive "shell company" whose common shares
were publicly traded at the time of the exchange of shares described below.
Global Network, Inc. ("Global New York") was originally incorporated on April
26, 1999 in New York to develop an advertising network of online local newspaper
web sites for the purpose of purchasing unused page views on these sites and
reselling them to national advertisers. During the period from its inception on
April 26, 1999 through March 31, 2000, Global New York did not generate any
significant revenues and, accordingly, it was in the development stage as of
March 31, 2000.
As of August 5, 1999, Global Nevada had, effectively, 1,576,000 shares of common
stock outstanding, with a par value of $.001 per share. As of that date, Global
Nevada issued 9,000,000 shares of common stock to acquire all of the 9,000,000
shares of common stock, which had no par value, of Global New York that were,
effectively, then outstanding (the "Exchange"). All references to numbers of
shares and per share amounts in these notes and the accompanying consolidated
financial statements have been retroactively restated, where appropriate, for
shares cancelled as a result of (i) the issuance of shares upon the exercise of
warrants on August 10, 1999 and (ii) the September 1999 agreements (the
"Cancellation Agreements") pursuant to which certain stockholders waived their
right to receive and/or agreed to the cancellation of certain shares which had
been held in escrow, as further explained in Note 5. As a result of the
Exchange, Global New York became a wholly-owned subsidiary of Global Nevada, and
Global Nevada had 10,576,000 shares of common stock outstanding, of which
9,000,000 shares, or 85.1%, were owned by the former stockholders of Global New
York and 1,576,000 shares, or 14.9%, were owned by the former stockholders of
Global Nevada. However, since the former stockholders of Global New York became
the owners of a majority of the outstanding common shares of Global Nevada after
the Exchange and Global Nevada had no significant operating activities or assets
and liabilities prior to the Exchange, the Exchange was treated effective as of
August 5, 1999 as a "purchase business combination" and a "reverse acquisition"
for accounting purposes in which Global Nevada was the legal acquirer and Global
New York was the accounting acquirer.
F-7
<PAGE> 12
GLOBAL NETWORK, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 - Organization and business (concluded):
The "Company" as used herein refers to Global New York prior to August 5, 1999,
the date of the Exchange, and Global Nevada together with Global New York
subsequent to that date.
In the opinion of management, the accompanying unaudited condensed consolidated
financial statements reflect all adjustments, consisting of normal recurring
accruals, necessary to present fairly the financial position of the Company as
of March 31, 2000, and its results of operations and cash flows for the three
months ended March 31, 2000. Information included in the condensed consolidated
balance sheet as of December 31, 1999 has been derived from, and certain terms
used herein are defined in, the audited financial statements of the Company as
of December 31, 1999 and for the period from April 26, 1999 (date of inception)
through December 31, 1999 (the "Audited Financial Statements") included in the
Company's Annual Report on Form 10-KSB (the "10-KSB") for the year ended
December 31, 1999 that was previously filed with the United States Securities
and Exchange Commission (the "SEC"). Pursuant to the rules and regulations of
the SEC, certain information and disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted from these condensed consolidated financial
statements unless significant changes have taken place since the end of the most
recent fiscal year. Accordingly, these unaudited condensed consolidated
financial statements should be read in conjunction with the Audited Financial
Statements and the other information also included in the 10-KSB.
For additional information related to the Exchange and the basis of presentation
of the Company's consolidated financial statements, see Notes 1 and 5 of the
notes to the condensed consolidated financial statements in the 10-KSB.
The results of the Company's operations for the three months ended March 31,
2000 are not necessarily indicative of the results of operations for the full
year ending December 31, 2000.
Note 2 - Net earnings (loss) per common share:
The Company presents "basic" earnings (loss) per common share and, if
applicable, it will present "diluted" earnings per common share pursuant to the
provisions of Statement of Financial Accounting Standards No. 128, "Earnings per
Share". Generally, basic earnings (loss) per common share is calculated by
dividing net income or loss by the weighted average number of common shares
outstanding during each period. The calculation of diluted earnings per common
share is similar to that of basic earnings per common share, except that the
denominator is increased to include the number of additional common shares that
would have been outstanding if all potentially dilutive common shares, such as
those issuable upon the exercise of warrants, were issued during the period.
F-8
<PAGE> 13
GLOBAL NETWORK, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 2 - Net earnings (loss) per common share (concluded):
Since the Company had a loss for the three months ended March 31, 2000, the
assumed effect of the exercise of warrants and options outstanding at March 31,
2000 would have been anti-dilutive and, therefore, a diluted per share amount
has not been presented in the accompanying consolidated statement of operations
for that period.
Note 3 - Advances to officers:
Advances to officers of $45,439 as of March 31, 2000 were noninterest bearing
and due on demand.
Note 4 - Income taxes:
Prior to the Exchange on August 5, 1999, Global New York had elected to be
treated as an "S" Corporation under the applicable sections of the Code. The "S"
Corporation election terminated as a result of the Exchange.
As of March 31, 2000, the Company had net operating loss carryforwards of
approximately $606,000 available to reduce future Federal taxable income which,
if not used, will expire at various dates through 2020. The Company had no other
material temporary differences as of that date. Due to the uncertainties related
to, among other things, the changes in the ownership of the Company, which could
subject those loss carryforwards to substantial annual limitations, and the
extent and timing of its future taxable income, the Company offset the deferred
tax assets attributable to the potential benefits of approximately $206,000 from
the utilization of those net operating loss carryforwards by an equivalent
valuation allowance as of March 31, 2000.
The Company had also offset the potential benefits from net operating loss
carryforwards by an equivalent valuation allowance during the period from April
26, 1999 through December 31, 1999. As a result of the increase in the valuation
allowance of $113,000 during the three months ended March 31, 2000, no credit
for income taxes is included in the accompanying condensed consolidated
statements of operations for that period.
Note 5 - Stockholders' equity:
Preferred stock authorized:
The Company's Articles of Incorporation authorize the issuance of up to
5,000,000 shares of preferred stock with a par value of $.001 per share. The
preferred stock may be issued in one or more series, with terms and preferences
to be determined by the Company's Board of Directors. No shares of preferred
stock had been issued as of March 31, 2000.
F-9
<PAGE> 14
GLOBAL NETWORK, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 5 - Stockholders' equity (concluded):
Issuances and cancellations of common stock, options and warrants:
During the three months ended March 31, 2000, the Company received proceeds of
$1,665,750, net of related costs and expenses of $102,500, from the sale of
1,338,000 shares of common stock that were made through a private placement
intended to be exempt from registration under the Securities Act of 1933 (the
"Act"). Pursuant to the agreements related to the private placement, the Company
is obligated to register certain of the shares under the Act and incur the costs
of such registration. In connection with the private placement, one of the
founders of the Company agreed to return 1,175,000 shares of common stock to the
Company, and the Company agreed to cancel those shares. The Company also issued
5,000 shares of common stock for financial services related to the private
placement.
During the three months ended March 31, 2000, the Company issued options to
purchase 550,000 shares of common stock in exchange for consulting services. The
options are exercisable at $.93 per share at any time prior to their expiration
on February 28, 2003. The options had an approximate aggregate fair value of
$396,000 as determined by using a Black-Scholes option-pricing model (see Note 5
of the notes to the consolidated financial statements in the 10-KSB). Certain of
the options with an approximate aggregate fair value of $324,000 were issued for
services provided in connection with the development of the Company's
proprietary software and, accordingly, the fair value of those options, which
totaled approximately $324,000, was capitalized and the remaining options,
having an aggregate fair value of $72,000, were expensed during the three months
ended March 31, 2000.
Note 6 - Other related party transactions and commitments:
General and administrative expenses include charges by related parties for
client entertainment, office and secretarial services and other office expenses
totaling approximately $10,000 and $84,000 for the three months ended March 31,
2000 and for the period from April 26, 1999 through March 31, 2000,
respectively.
* * *
F-10
<PAGE> 15
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 1,536,162
<SECURITIES> 0
<RECEIVABLES> 15,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,626,501
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,971,776
<CURRENT-LIABILITIES> 67,128
<BONDS> 0
0
0
<COMMON> 10,979
<OTHER-SE> 1,893,669
<TOTAL-LIABILITY-AND-EQUITY> 1,971,776
<SALES> 0
<TOTAL-REVENUES> 15,000
<CGS> 10,000
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 253,555
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (248,555)
<INCOME-TAX> 0
<INCOME-CONTINUING> (248,555)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (248,555)
<EPS-BASIC> (.02)
<EPS-DILUTED> (.02)
</TABLE>
