<PAGE>
United States Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 2000
/ / 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 0-27971
THE FINANCIAL COMMERCE NETWORK, INC.
(Exact name of small business issuer as specified in its charter)
Nevada 22-2582276
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
63 Wall Street, New York, New York 10005
(Address of principal executive offices)
(212) 742-9870
(Issuer's telephone number)
Identification No.)
NOT APPLICABLE
--------------
(Former Name, Former Address and Former Fiscal Year,
if changed Since Last Report)
Indicate by check mark 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
--- ---
As of May 10, 2000, the issuer had 20,935,126 shares of Common Stock,
par value $.001 per share, issued and outstanding.
<PAGE>
ITEM 1. FINANCIAL STATEMENTS
THE FINANCIAL COMMERCE NETWORK, INC.
AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
AND
INDEPENDENT ACCOUNTANT'S REVIEW REPORT
MARCH 31, 2000
<PAGE>
THE FINANCIAL COMMERCE NETWORK, INC.
AND SUBSIDIARIES
CONTENTS
- -----------------------------------------------------------------------
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheet 2
Consolidated Statements of Operations 3
Consolidated Statement of Stockholders' Deficit 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6-9
<PAGE>
THE FINANCIAL COMMERCE NETWORK, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
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MARCH 31, 2000
- -------------------------------------------------------------------------------
<TABLE>
<S> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 49,408
Marketable securities owned, at market 940,844
Other securities owned, at fair value 34,567
Due from affiliates 133,983
Other current assets 695,031
--------------
Total current assets 1,853,833
OFFICE EQUIPMENT, net of accumulated depreciation of $5,415 14,442
--------------
$ 1,868,275
--------------
--------------
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 849,271
Commissions payable 71,986
Bank loan payable, current portion 27,421
Deferred compensation 370,500
Due to stockholders 209,373
--------------
Total current liabilities 1,528,551
--------------
LONG-TERM LIABILITIES
Bank loan payable, less current portion 33,704
Deferred compensation 370,500
Due to stockholders 160,000
--------------
Total long-term liabilities 564,204
--------------
--------------
COMMITMENT AND CONTINGENCIES
STOCKHOLDERS' DEFICIT
Common stock, $.001 par value, authorized 50,000,000 shares,
issued and outstanding 20,935,126 shares 22,299
Convertible preferred stock, $.001 par value, authorized 10,000,000
shares, 128,000 issued, 65,000 outstanding 70
Additional paid-in capital 32,374,998
Accumulated deficit (32,376,960)
Treasury stock, at cost:
Common, 159,750 shares (194,887)
Preferred, 5,000 shares (50,000)
--------------
(224,480)
--------------
$ 1,868,275
--------------
--------------
</TABLE>
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THE FINANCIAL COMMERCE NETWORK, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
THREE MONTHS ENDED MARCH 31, 2000 1999
- ----------------------------------------------------------------------------------------
<S> <C> <C>
REVENUES
Trading and commissions $ 871,882 $ 190,926
Investment banking 23,669 200,475
Interest 5,625 14,501
Other 13,125 27,048
------------ ------------
914,301 432,950
------------ ------------
EXPENSES
Employee compensation and benefits 801,746 599,196
Clearance 43,298 208,256
Occupancy 34,052 45,612
Communications 38,512 48,971
Insurance 11,715 3,625
Stock option and warrant compensation 351,236
Other 343,938 194,604
------------ ------------
1,624,497 1,100,264
------------ ------------
NET LOSS APPLICABLE TO COMMON SHARES $ (710,196) $ (667,314)
------------ ------------
------------ ------------
BASIC AND DILUTED LOSS PER COMMON SHARE $ (0.03) $ (0.05)
------------ ------------
------------ ------------
WEIGHTED AVERAGE NUMBER OF COMMON SHARES USED IN
COMPUTING BASIC AND DILUTED LOSS PER COMMON SHARE 20,935,126 14,022,568
------------ ------------
------------ ------------
</TABLE>
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THE FINANCIAL COMMERCE NETWORK, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
THREE MONTHS ENDED MARCH 31, 2000
- ------------------------------------------------------------------------------------------------------------------------------------
RETAINED
ADDITIONAL EARNINGS
COMMON STOCK PREFERRED STOCK PAID-IN (ACCUMULATED TREASURY
SHARES AMOUNT SHARES AMOUNT CAPITAL DEFICIT) STOCK
------ ------ ------ ------ ---------- ------------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCES, December 31, 1999 20,935,126 $20,935 65,000 $70 $31,204,955 $(31,666,764) $(244,887)
COMMON STOCK TO BE ISSUED FOR
SERVICES, (4,500 shares) 3,830
COMMON STOCK TO BE ISSUED FOR
PRIVATE PLACEMENT, (1,363,277 shares) 1,364 680,275
ISSUANCE OF STOCK OPTIONS AND WARRANTS 337,500
COMMON STOCK TO BE ISSUED FOR
COMPENSATION, (950,000 shares) 148,438
NET LOSS (710,196)
---------- -------- ------ ---- ------------ ------------- ----------
BALANCES, March 31, 2000 20,935,126 $ 22,299 65,000 $ 70 $ 32,374,998 $ (32,376,960) $ (244,887)
---------- -------- ------ ---- ------------ ------------- ----------
---------- -------- ------ ---- ------------ ------------- ----------
</TABLE>
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THE FINANCIAL COMMERCE NETWORK, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
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THREE MONTHS ENDED MARCH 31, 2000 1999
- --------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(710,196) $(667,314)
Adjustments to reconcile net loss to net
cash used in operating activities:
Stock option and warrant compensation 351,236
Common stock to be issued for compensation 148,438
Common stock to be issued for services 3,830
Common stock issued for services 145,313
Depreciation 729
Changes in operating assets and liabilities:
Marketable securities owned, at market (525,991) 462,336
Other securities owned, at fair value 36,473 161,157
Other current assets (76,261) (54,799)
Other assets (169,142)
Equity securities sold, not yet purchased (25,987)
Accounts payable and accrued expenses (141,544) 273
Commissions payable 45,669 (49,559)
Due to clearing broker (73,299)
Deferred compensation 159,500
--------- ---------
NET CASH USED IN OPERATING ACTIVITIES (563,533) (415,605)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Cash acquired in acquisition 755,000
--------- ---------
NET CASH PROVIDED BY INVESTING ACTIVITIES 755,000
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Sales of common stock 681,639
Acquisition of treasury stock (75,000)
Advances from affiliates 10,321 39,373
Payments on bank loan (3,396)
Repayments to stockholders (98,627)
--------- ---------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 589,937 (35,627)
--------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS 26,404 303,768
CASH AND CASH EQUIVALENTS, beginning of period 23,004 90,959
--------- ---------
CASH AND CASH EQUIVALENTS, end of period $ 49,408 $ 394,727
--------- ---------
--------- ---------
</TABLE>
<PAGE>
THE FINANCIAL COMMERCE NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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1. NATURE OF BUSINESS
The Financial Commerce Network, Inc. (TFCN) was incorporated in the State of
Washington in July 1969 for the purpose of acquiring other corporations.
Alexander, Wescott & Co., Inc. (ALWC), is a broker-dealer registered with the
Securities and Exchange Commission (SEC) and an introducing broker registered
with the Commodity Futures Trading Commission (CFTC). ALWC is also a member of
the National Association of Securities Dealers, Inc. (NASD) and the National
Futures Association (NFA). ALWC's operations consist primarily of engaging in
principal transactions and providing investment banking services. Alexander
Wescott Securities, Ltd. (ALWS) is a Bermuda based broker dealer.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The condensed financial statements included herein have been prepared by the
Company without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. These statements include all adjustments that, in the opinion of
management, are necessary to provide a fair statement of the results for the
periods covered. These financial statements should be read in conjunction with
the audited financial statements and the notes thereto included in the Company's
form 10-KSB for the year ended December 31, 1999. The results of operations for
the interim periods presented are not necessarily indicative of the results for
the full year.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of TFCN and its
wholly-owned subsidiaries, ALWC and ALWS (collectively, the Company). All
significant intercompany transactions and balances have been eliminated in
consolidation.
ACQUISITION
During the first quarter of 2000, TFCN entered into an agreement with Alexander
Wescott International, LTD., (sole shareholder of ALWS), whereby TFCN would
exchange 125,000 restricted shares of the Company's common stock in exchange for
all of the issued and outstanding shares of ALWS. Although the actual share
transfer has not yet taken place, the consolidated financial statements give
effect to this acquisition for all periods presented, as the entities were
entities under common control, therefore, the acquisition is presented as an
as-if pooling.
<PAGE>
INCOME (LOSS) PER COMMON SHARE
The Company complies with Statement of Financial Accounting Standards No. 128,
"Earnings Per Share" (SFAS 128). SFAS 128 requires dual presentation of basic
and diluted earnings per share for all periods presented. Basic earnings per
share excludes dilution and is computed by dividing income (loss) available to
common shareholders by the weighted average number of common shares outstanding
for the period. Diluted earnings per share reflect the potential dilution that
could occur if securities or other contracts to issue common stock were
exercised or converted into common stock or resulted in the issuance of common
stock that then shared in the earnings of the entity. Basic and diluted income
(loss) per common share were the same for 2000 and 1999 because of the Company's
losses. Unexercised stock options and warrants to purchase 13,100,000 shares of
the Company's common stock and shares issuable upon the conversion of the
preferred stock at March 31, 2000 were not included in the computations of
diluted income (loss) per common share because their effect would have been
antidilutive as a result of the Company's losses.
3. LIQUIDITY
During 1999, the Company sustained a loss from operations of approximately
$3,889,000, exclusive of non-cash charges for stock based compensation of
approximately $27,540,000. This loss resulted primarily from the Company
establishing itself as a reporting public company, developing its internet
portal, and building its infrastructure. In order to effectuate the
foregoing, key revenue producers employed by ALWC were heavily involved and
were, therefore, limited in the time they were able to devote to generating
revenues during the year. Toward the end of 1999, having completed
establishing itself as a public company, the Company began addressing its
operations and substantially reduced costs through staff reductions and
office consolidations. For the three-month period ended March 31, 2000, the
Company sustained a loss of approximately $62,000, exclusive of charges for
stock based compensation of approximately $649,000. Finally, during February
and March 2000, the Company raised approximately $682,000 through a private
placement (SEE NOTE 5). Long-term liquidity is dependent upon the Company's
ability to attain future profitable operations and to obtain additional
financing.
<PAGE>
THE FINANCIAL COMMERCE NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
4. INVESTMENTS
In March 2000, the Company acquired 980,000 shares of Series A Preferred stock
and 250,000 options to acquire preferred stock of an unrelated company for
$500,000. The Company paid $225,000 and has not received the 250,000 options.
The Company and the unrelated party agreed that the Company will pay the balance
of $250,000 by April 30, 2000, at which time the options will be issued. To
date, the payment has not been made and the options have not been issued. The
preferred stock is convertible into common stock of the unrelated company upon
certain sale events (as defined). The Company has the possibility of future
financings at the option of the unrelated company, under which it would receive
similar securities. If the unrelated company seeks financing, other than from
the Company, the Company will receive 100,000 warrants to purchase common stock
upon the occurrence of a sale event. In the event the unrelated company seeks
financing from the Company and the Company is unable to arrange suitable
financing, then the unrelated company will receive 100,000 warrants to purchase
common stock of the Company.
5. STOCKHOLDERS' DEFICIT
During January 2000, the Company authorized the issuance of 960,000 shares of
common stock to certain employees of the Company. These shares will vest over a
period of one year commencing January 1, 2000, provided the employees remain
with the Company until December 31, 2000. To date, 10,000 shares have been
forfeited. The accompanying consolidated financial statements include
compensation expense of approximately $148,000 related to these shares for the
three-months ended March 31, 2000.
During February and March 2000, the Company raised approximately $682,000 in
a Regulation D Private Placement by agreeing to issue approximately 1,363,000
shares of its common stock.
6. COMMITMENT
The Company issued 260,000 shares of common stock, which vest over one year,
to a consultant that will be responsible for establishing an office in
Geneva, Switzerland. In addition, the agreement provides for the payment of
commissions based on the sales that are derived from the office. The
consultant will be issued an additional 50,000 shares of common stock during
2000 which also vest over the original one year vesting period. Other current
assets include approximately $315,000 at March 31, 2000 related to this
issuance and approximately $145,000 has been charged to operations for the
three months ended March 31, 2000.
<PAGE>
THE FINANCIAL COMMERCE NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
7. CONTINGENCIES
In the normal course of business, the Company has been named as a defendant in
various matters. Management of the Company, after consultation with legal
counsel, believes that the resolution of these matters will not have a material
adverse effect on the financial condition, results of operations or cash flows
of the Company.
In March 2000, all of the parties in two of the pending matters negotiated
settlements in principle. In accordance with the settlements, the Company paid
$50,000 and has accrued $15,000, which is included in accounts payable and
accrued expenses in the accompanying consolidated financial statements. The
remaining balance is to be paid during the second quarter of 2000.
ALWC is a plaintiff in a matter in which Management of the Company believes that
the Company was overcharged by one of its clearing brokers for ticket charges
and other fees. There is no provision in the accompanying consolidated financial
statements for this gain contingency as the ultimate outcome cannot be reliably
determined.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
RESULTS OF OPERATIONS
The following discussion gives effect to Alexander Wescott & Co., Inc.
("ALWC") being treated as the accounting acquirer in a reverse acquisition. In
March 1999, ALWC acquired The Financial Commerce Network, Inc. ("TFCN") in an
exchange of shares. Accordingly, the results of operations include ALWC only
through the date of the reverse acquisition and the consolidated results of ALWC
and TFCN thereafter.
During the first quarter of 2000, TFCN entered into an agreement with Alexander
Wescott International, LTD., (sole shareholder of ALWS), whereby TFCN would
exchange 125,000 restricted shares of the Company's common stock in exchange for
all of the issued and outstanding shares of ALWS. Although the actual share
transfer has not yet taken place, the consolidated financial statements give
effect to this acquisition for all periods presented, as the entities were
entities under common control, therefore, the acquisition is presented as an
as-if pooling.
THREE MONTHS ENDED MARCH 31, 2000 AND 1999
NET LOSSES
For the three months ended March 31, 2000 and 1999, the Company
incurred a net loss of $710,196 and $667,314, respectively. Explanations of
these results are set forth below.
REVENUE
For the three months ended March 31, 2000, the Company recorded revenue
of $914,301 as compared to $432,950 for the three months ended March 31, 1999.
During the three months ended March 31, 2000, ALWC's trading and
commission revenue was $871,882 and revenue from investment banking was $23,669.
During the three months ended March 31, 1999, ALWC's trading and commission
revenue was $190,926 and revenue from investment banking was $200,475.
The increase in revenues in 2000 was the result of restricted
securities becoming freely tradeable to the Company during the first quarter.
EXPENSES
On March 29, 1999, ALWC was acquired by the Company from Alexander,
Wescott Holdings, Inc. This acquisition had a profound but temporary effect on
the Company's operating results and included substantial accruals which are
reflected in the March 31, 2000 balance sheet as a result of the acquisition of
ALWC.
GENERAL AND ADMINISTRATIVE
General and administrative costs consist primarily of employee
compensation and benefits, stock option and warrant compensation, professional
fees and consulting services. Significant costs are attributed to the Company
becoming a reporting public company. This status will increase audit and legal
costs significantly. In relation to the Company becoming a public company, the
cost of corporate relations will also increase as quarterly reports and other
investor
<PAGE>
information is required. The Company anticipates that its General and
Administrative costs (as a percentage of costs) will decline as the Company's
operations expand.
General and administrative expenses increased to $1,624,497 for the
three months ended March 31, 2000 compared to $1,100,264 for the three months
ended March 31, 1999, an increase which was attributable to the issuance of
stock options with an exercise price below the market price.
LIQUIDITY AND CAPITAL RESOURCES
THREE MONTHS ENDED MARCH 31, 2000 AND 1999
During the three months ended March 31, 2000, the Company used cash for
operating activities of approximately $564,000 compared to the three months
ended March 31, 1999 of approximately $416,000. Cash used for operations for the
three months ended March 31, 2000 resulted from the Company's net loss of
approximately $710,000, of which approximately $649,000 was a non-cash loss,
partially offset by an increase in marketable securities owned. During the three
months ended March 31, 1999 the Company used cash for operations of
approximately $416,000. Cash used for operations for the three months ended
March 31, 1999 resulted from the Company's net loss of approximately $667,000,
increases in securities owned of approximately $623,000, offset by increases in
other assets and other current assets totaling $224,000 as well as an overall
decrease in liabilities of approximately $148,000.
During the three months ended March 31, 1999 the Company generated
cash flows from investing activities of approximately $755,000 through the
cash it acquired as a part of an acquisition.
During the three months ended March 31, 2000 the Company generated
cash from financing activities of approximately $590,000 compared to using
approximately $36,000 for the three months ended March 31, 1999. The cash
generated during the three months ended March 31, 2000 was attributable to
the sales of common stock net of repayments to stockholders. The cash used
during the three months ended March 31, 1999 was attributable to the
acquisition of tradeable stock offset by repayments from affiliates.
At March 31, 2000, the Company had current assets of $1,853,833 and
current liabilities of $1,528,551.
On February 15, 2000, the Company began a private placement of a
maximum of $1,000,000 pursuant to Rule 506 of Regulation D, in which the Company
issued shares of common stock at $0.50 a share to accredited investors. As of
March 31, 2000, 1,363,277 shares are to be issued and the Company received
proceeds of approximately $682,000. The offering will remain open until April
30, 2000.
In addition, implementation of the Company's business plan requires capital
resources substantially greater than those currently available to the Company.
The Company may
<PAGE>
determine, depending on the opportunities available to it, to seek additional
debt or equity financing to fund the cost of continuing expansion. There can be
no assurance that additional equity financing will be available. If neither
additional debt or equity financing is available, the Company might seek loans.
In addition, the Company might seek some sort of strategic alliance with another
company that would provide equity to the Company.
To the extent that the Company finances expansion through the issuance
of additional equity securities, any such issuance would result in dilution of
the interests of the Company's stockholders. Additionally, to the extent that
the Company incurs indebtedness or issues debt securities to finance expansion
activities, it will be subject to all of the risks associated with incurring
substantial indebtedness, including the risks that interest rates may fluctuate
and cash flow may be insufficient to pay the principal of, and interest on, any
such indebtedness.
INFLATION
The Company believes that the impact of inflation and changing prices
on its operations since commencement of operations has been negligible.
SEASONALITY
The Company does not deem its revenues to be seasonal and any effect
would be immaterial.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PRCEEDINGS
The Company is a party to only one legal proceeding. Dwarf Holding,
Inc. commenced an arbitration proceeding against the Company alleging that the
Company breached the terms of a contract between the parties under which, Dwarf
Holdings, Inc. claims that the Company was obligated to issue it freely
tradeable shares. No specific amount of damages are alleged. The Company intends
to vigorously defend this action.
The subsidiary of the Company, Alexander, Wescott & Co., Inc. ("ALWC")
is named as a defendant in one legal proceeding.
Pedrazzi v. Bishop Rosen & Co., Inc., et al., Arb. No. 99-02175
(N.A.S.D.) - a customer of ALWC alleges churning, unauthorized trading and a
failure to supervise by ALWC and its employees. The arbitration seeks $50,000
damages.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
<PAGE>
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIITND REPORT ON FORM 8-K
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
3.1 Articles of Incorporation of The Financial Commerce Network, Inc.,
f/k/a Intrex.com, Inc. and Amended Articles (1)
3.2 By-laws of The Financial Commerce Network, Inc., f/k/a Intrex.com,
Inc. (1)
4 Certificate of Designations, Preferences and Rights of Series A
Convertible Preferred Stock of The Financial Commerce Network,
Inc., f/k/a Intrex.com, Inc.(1)
10 Material Contracts
Spear Leeds & Kellogg Clearing Agreement (1)
1st Southwest Clearing Clearing Agreement (2)
Unit Purchase Agreement Naturalist.com
KLAD Agreement (1)
21 Subsidiaries of the Registrant (2)
23 Consents (2)
27 Financial Data Schedule *
(1) Incorporated by reference from the Form 10-SB filed by the company on
November 5, 1999 and amended on January 7 and February 15, 2000.
(2) Incorporated by reference from the Annual Report on Form 10-KSB for the
period ended Dece mber 31, 1999.
</TABLE>
<PAGE>
* Filed herewith.
(b) Reports on Form 8-K.
There were no Reports on Form 8-K filed by the Company during the three
months ended March 31, 2000.
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.
THE FINANCIAL COMMERCE NETWORK, INC.
Date MAY 12, 2000 /S/ ARA PROUDIAN
------------------- -------------------------------------------------
Ara Proudian, President and Chief Financial Officer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 49,408
<SECURITIES> 975,411
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,853,833
<PP&E> 19,857
<DEPRECIATION> 5,415
<TOTAL-ASSETS> 1,868,275
<CURRENT-LIABILITIES> 1,528,551
<BONDS> 0
0
70
<COMMON> 22,299
<OTHER-SE> (246,849)
<TOTAL-LIABILITY-AND-EQUITY> 1,868,275
<SALES> 0
<TOTAL-REVENUES> 914,301
<CGS> 0
<TOTAL-COSTS> 1,624,497
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (710,196)
<INCOME-TAX> 0
<INCOME-CONTINUING> (710,196)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (710,196)
<EPS-BASIC> (0.03)
<EPS-DILUTED> (0.03)
</TABLE>
