SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the Three Months Ended September 30, 1997
Commission File Number: 0-9047
GLOBAL GAMING AND TECHNOLOGY, INC.
------------------------------------------------------
(Exact Name of Registrant as specified in its charter)
Delaware 02-0314487
- ------------------------------- ----------------------------
(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)
2575 South Highland Drive, Las Vegas, Nevada 89109
--------------------------------------------------
(Address of principal executive offices)
Registrant's Telephone Number, including Area Code: 702/732-1414
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 12 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.
X YES NO
As of September 30, 1997, there was issued and outstanding 26,378,577 shares
of Common Stock of Registrant. The aggregate market value of the shares of
Common Stock held by non-affiliates (without admitting that any person whose
shares are not included in determining such value is an affiliate) was not
available because the prices for such shares are not quoted by the National
Association of Securities Dealers through NASDAQ, its automated system for
reporting quotes.
<PAGE>
Global Gaming and Technology, Inc.
Form 10-Q
Quarter Ended September 30, 1997
TABLE OF CONTENTS
Page
PART I - Financial Information:
- --------------------------------
Item I - Financial Statements
Accountants Review Report 4
Balance Sheet 5
Statement of Operations and Deficit 6
Statement of Cash Flows 7
Summary of Significant Accounting Policies
and Notes to Financial Statements 8-15
Item II - Management's Discussion and Analysis
of Financial Condition and Results of
Operations. 16
PART II - Other Information: 17
- ----------------------------
Item 1 - Legal Proceedings.
Item 2 - Changes in Securities.
Item 3 - Defaults upon Senior Securities.
Item 4 - Submission of Matters to a vote of security holders.
Item 5 - Related Party Transactions.
Item 6 - Exhibits and Reports on Form 8-K.
- 2 -
<PAGE>
PART I
Global Gaming and Technology, Inc.
Financial Statements
September 30, 1997
(See Accountant's Review Report)
- 3 -
<PAGE>
Joseph F. Zerga, Ltd
Certified Public Accountants
2950 E Flamingo Rd, Ste L
Las Vegas, NV 89121
(702)732-2775
To the Board of Directors
and Stockholders of
Global Gaming and Technology, Inc.
We have reviewed the accompanying balance sheet of Global Gaming and
Technology, Inc. as of September 30, 1997 and the related statements of
operations, deficit, and cash flows for the three months ended September 30,
1997 and 1996, in accordance with Statements on Standards for Accounting and
Review Services issued by the American Institute of Certified Public
Accountants. All information included in these financial statements is the
representation of the management of Global Gaming and Technology, Inc.
A review consists principally of inquiries of company personnel and analytical
procedures applied to financial data. It is substantially less in scope than
an examination in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statement taken as a whole. Accordingly, we do not express such an opinion.
Based on our review and subject to the preceding paragraph, we are not aware
of any material modifications that should be made to the accompanying
comparative financial statements in order for them to be in conformity with
generally accepted accounting principles.
The financial statements for the year ended June 30, 1997 were audited by us
and we expressed an unqualified opinion on them in our report dated September
8, 1997, but we have not performed any auditing procedures since that date.
As discussed in Note 1 to the financial statements, the Company is involved in
current litigation, the outcome of which is uncertain, which raises substan-
tial doubt about its ability to continue as a going concern. The financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.
Joseph F. Zerga
Las Vegas, Nevada
November 3, 1997
- 4 -
<PAGE>
<TABLE>
Global Gaming and Technology, Inc.
Balance Sheet
September 30, 1997 and June 30, 1997
(See Accountant's Review Report)
<CAPTION>
Sept 30 June 30
1997 1997
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 16,043 $ 29,935
Inventories (Note 2) 28,500 28,500
Notes Receivable-Current (Note 3) 22,291 22,291
----------- -----------
Total Current Assets 66,834 80,726
----------- -----------
PROPERTY AND EQUIPMENT-At Cost
Net of Accumulated
Depreciation (Note 4) -0- -0-
----------- -----------
OTHER ASSETS
Note Receivable (Note 3) 523,249 523,249
Deposits 300 300
----------- -----------
Total Other Assets 523,549 523,549
----------- -----------
TOTAL ASSETS $ 590,383 $ 604,275
=========== ===========
LIABILITIES AND STOCKHOLDER'S DEFICIENCY
CURRENT LIABILITIES
Accounts Payable $ 7,578 $ 8,202
Accrued Interest 1,104,395 1,080,958
Notes Payable (Note 5) 1,155,352 1,155,352
----------- -----------
Total Current Liabilities 2,267,325 2,244,512
----------- -----------
LONG-TERM LIABILITIES
Notes Payable - Net of Current
Maturities (Note 5) -0- -0-
----------- -----------
STOCKHOLDER'S DEFICIENCY (Note 6)
Preferred Stock, $.01 par value,
1,000,000 Shares Authorized,
none issued. -0- -0-
Common Stock, $.01 par value,
27,000,000 Shares Authorized,
26,378,577 Shares Issued
(Including 51,382 held in the
company name at no cost). 263,786 263,786
Paid in Capital in excess of
par value 3,395,062 3,395,062
Deficit ( 5,335,790) ( 5,299,085)
----------- -----------
Total Stockholder's Deficit ( 1,676,942) ( 1,640,237)
----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDER'S DEFICIENCY $ 590,383 $ 604,275
=========== ===========
<FN>
The Accompanying Summary of Significant Accounting Policies and
Notes are an integral part of these financial statements.
- 5 -
</TABLE>
<PAGE>
<TABLE>
Global Gaming and Technology, Inc.
Statement of Operations and Deficit
For the Three Months Ended September 30, 1997 and 1996
(See Accountant's Review Report)
(Unaudited)
<CAPTION>
3 Mnths Ended 3 Mnths Ended
September 30 September 30
1997 1996
<S> <C> <C>
REVENUE AND INCOME
Interest Income -0- 1,197
----------- -----------
Total Income -0- 1,197
----------- -----------
COSTS AND EXPENSES
Accounting Fees 6,150 6,300
Legal Fees 793 22,631
Professional Services -0- 2,000
Interest 23,437 23,412
Transfer Fees 750 750
Telephone 124 100
Travel -0- 1,633
Office Expense -0- 44
License and Taxes 25 -0-
Salaries and Wages 4,875 -0-
Payroll Tax Expense 551 -0-
----------- -----------
Total Costs and Expenses 36,705 56,870
----------- -----------
Net Income (Loss) ( 36,705) ( 55,673)
Deficit Beginning of Period ( 5,299,085) ( 5,096,994)
----------- -----------
Deficit End of Period ( 5,335,790) ( 5,152,667)
=========== ===========
Net Income (Loss) per Common
Share (Note 7) ($ .001) ($ .002)
=========== ===========
<FN>
The accompanying Summary of Significant Accounting Policies and
Notes are an integral part of these financial statements.
- 6 -
</TABLE>
<PAGE>
<TABLE>
Global Gaming and Technology, Inc.
Statement of Cash Flows
For the Three Months Ended September 30, 1997 and 1996
(See Accountant's Review Report)
(Unaudited)
<CAPTION>
Sept 30 Sept 30
1997 1996
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) ($ 36,705) ($ 55,673)
Changes in
Accounts Payable ( 624) -0-
Accrued Interest Payable 23,437 15,215
Note Receivable -0- 58,983
----------- -----------
NET OPERATING CASH ( 13,892) 18,525
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital Expenditure -0- -0-
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of Notes Payable -0- ( 11,316)
------------ ------------
Net Increase (Decrease) in Cash ( 13,892) 7,209
Cash Beginning of Period 29,935 10,157
----------- -----------
Cash End of Period $ 16,043 $ 17,366
=========== ===========
<FN>
The accompanying Summary of Significant Accounting Policies and
Notes are an integral part of these financial statements.
- 7 -
</TABLE>
<PAGE>
Global Gaming and Technology, Inc.
Summary of Significant Accounting Policies
and Notes to Financial Statements
September 30, 1997
THE COMPANY
-----------
The Company was incorporated in the State of Delaware in 1973 and has elected
June 30 as its year end. The Company has been engaged in the research, devel-
opment, manufacture, and marketing of electronic gaming devices and coinless
games of chance.
PROPERTY AND EQUIPMENT
----------------------
Property and equipment, including significant improvements thereto, are car-
ried at cost, less accumulated depreciation. Expenditures for repairs and main-
tenance are charged to expenses as incurred. When assets are retired or dis-
posed of, the cost and related accumulated depreciation are removed from the
accounts. Gains and losses from the disposition of property are included in
operations. Depreciation is provided using Straight-Line methods. As of Sep-
tember 30, 1997, the Company has no real or personal property.
INCOME TAXES
------------
Because of a net operating loss carry forward from prior years, the Company
does not have an income tax obligation.
LITIGATION
----------
On or about May, 1994, the Company instituted litigation in the United States
District Court for the District of New Jersey for patent infringement against
Bally's Park Place, Inc., Trump Plaza Associates, Trump Taj Mahal Associates,
Trump Castle Associates, The Claridge Hotel and Casino Corporation, Resorts
International Hotel, Atlantic Showboat Inc., and Greate Bay Hotel and Casino,
Inc. Global was seeking damages to adequately compensate for the past
infringement of the patent in suit by each of the defendants together with
interest and costs.
In this law suit, Global Gaming and Technology, Inc. contends that the
defendants named in the complaint infringed upon a patent owned in connection
with the manufacture, use or sale of slot machines driven by stepper motors.
- 8 -
<PAGE>
Global Gaming and Technology, Inc.
Summary of Significant Accounting Policies
and Notes to Financial Statements
September 30, 1997
LITIGATION - Continued
----------------------
As a result of this action, on June 30, 1994 the Company entered into a
license agreement with Bally Gaming, whereby the Company grants a non-
exclusive, personal, non-transferable right and paid-up license to make, have
made, use and sell, test, lease or otherwise dispose of licensed products
under claims of this license patent. The Company was to receive a non-
refundable net royalty payment in the amount of one million dollars
($1,000,000). (See Note 2(1) for details).
The Company reports that Bally Gaming International, Inc. ("Bally") has ceased
making payments pursuant to the promissory note dated May 2, 1994. As a result,
the Company has initiated a breach of contract action in the Circuit Court of
Cook County located in Chicago, Illinois. In response to this lawsuit, Bally
has asserted in a counterclaim that it is not obligated to make any further
payments and demands a refund of all prior payments made. As a result of the
financial position of the Company, the manner in which this matter is resolved
is likely to have a significant financial impact on the Company.
On or about July 6, 1994, IGT North America, Universal Distributing of Nevada,
Inc. and Sigma Game, Inc. filed a civil complaint in the United States District
Court for the District of Nevada against the Company for declaratory judgment
of non-infringement, invalidity, unenforceability and laches. This lawsuit
arose as a result of the New Jersey litigation described above, and was filed
for the purpose of having Global's patent declared invalid. The Company filed
a counterclaim for infringement against IGT North America, Universal Distri-
buting of Nevada, Inc., and Sigma Game, Inc. The Company has settled indepen-
dently with Universal Distributing of Nevada, Inc. and Sigma Game, Inc. (See
Note 2 for details).
On February 18, 1997, the United States District Court for the District of
Nevada entered a Decision and Order regarding the Company's patent infringe-
ment claim which was pending against IGT. In the Decision and Order, the Court
found that IGT's reel-type slot machines infringe the Company's patent, but
held that the patent was invalid because the invention disclosed therein was
on sale more than one year prior to the date on which Global's patent applica-
tion was filed. Subsequently, the United States District Court for the State
of Nevada agreed to entertain a motion for reconsideration of that portion of
the Decision which concerns whether the Company's patent is invalid. The
Company's request for reconsideration is currently pending with the Court. The
Court further indicated that no judgement order would be entered in this case
until the Company's request for reconsideration is resolved.
- 9 -
<PAGE>
Global Gaming and Technology, Inc.
Summary of Significant Accounting Policies
and Notes to Financial Statements
September 30, 1997
LITIGATION - Continued
----------------------
until the Company's request for reconsideration is resolved.
With regards to the patent infringement litigation against IGT, the Company is
currently pursuing an appeal of the trial court's order finding that the Com-
pany's Patent No. 4,099,722('722 Patent) is invalid as a result of the on-sale
bar. This appeal will be heard by the United States Appellate Court for the
Federal Circuit located in Washington D.C. The Company believes its appeal
is meritorious and that it will ultimately prevail on the merits of the case,
although it cautions investors that the outcome of litigation is difficult to
predict. This appeal is in its initial stages and is expected to take at least
one year to resolve.
The Company will be incurring legal costs regarding the prosecution of its
infringement claims. Per Counsel for the Company, at present it is difficult
to determine these future legal costs.
ESTIMATES
---------
The preparation of financial statements in conformity with generally accepted
accounting principles requires the use of management's estimates.
NET OPERATING LOSS CARRYFORWARDS TO 1998
----------------------------------------
Expires
-------
1983 $1,184,519 1998
1984 455,313 1999
1985 276,972 2000
1986 226,859 2001
1987 216,931 2002
1988 451,580 2003
1989 104,956 2004
1990 136,629 2005
1991 362,469 2006
1992 122,207 2007
1993 356,521 2008
1995 137,588 2010
1996 202,091 2012
---------
$4,234,635
=========
- 10 -
<PAGE>
Global Gaming and Technology, Inc.
Summary of Significant Accounting Policies
and Notes to Financial Statements
September 30, 1997
Note 1 - Organization's Ability to Continue as a Going Concern:
- ---------------------------------------------------------------
As discussed in Item II-Management's Discussion and Analysis of Financial
Condition and Results of Operations (page 16), the Company has been dormant
for the past several years and lacks the resources to be competitive in the
gaming industry at the present time. As of September 30, 1997, the Company
has negative working capital of $2,200,491 and negative stockholders' equity
of $1,676,942.
As discussed in the Summary of Significant Accounting Policies (pages 8-10),
the Company is involved in current litigation. The manner in which the liti-
gation is resolved is likely to have a significant financial impact on the
Company.
Note 2 - Inventories
- --------------------
The Company has inventory consisting of ten (10) slot machines from a settle-
ment arising out of litigation with Universal Distributing of Nevada, Inc.
The Company's share of the slot machines is valued at $28,500 as of September
30, 1997. (See Note 2(3) for details).
- 11 -
<PAGE>
Global Gaming and Technology, Inc.
Summary of Significant Accounting Policies
and Notes to Financial Statements
September 30, 1997
NOTE 3 - Notes Receivable
- -------------------------
(1) The total amount due pursuant to the promissory note from Ballys Gaming
shall be paid in sixty consecutive installments, pursuant to the fol-
lowing schedule:
A. $10,166.66 per month was paid on the first day of each month,
starting on July 1, 1994, and continuing through December 1, 1996.
B. $21,500 per month shall be paid on the first day of each month,
starting on January 1, 1997, and continuing through June 1, 1999.
C. $147,000 was received during the year ended 6/30/97. The scheduled
payments under this note have been discounted at 8% to reflect the
present value of the note.
Note Receivable - Current Portion $ -0-
Note Receivable - Non-Current 511,675
-------
Balance as of September 30, 1997 $511,675
=======
The amount of this royalty payment is secured by a note from Bally's
Gaming. Since June 30, 1994, the company had been receiving timely
monthly installment payments on this note. However, as of May 1997,
Bally has ceased making payments on the promissory note which it
signed pending final resolution of the patent infringement litigation
against IGT. Global disputes that Bally has any right to suspend these
payments and is currently pursuing a resolution of the matter.
(2) The promissory note due from Sigma Game, Inc. was from a settlement
arising out of litigation. $25,000 was received during the year ended
6/30/97. The following scheduled payments have been discounted at 8% to
reflect the present value on September 30, 1997 of the note of $33,865.
(Current $22,291, Non-Current $11,574):
February 7, 1998 25,000
February 7, 1999 12,500
- 12 -
<PAGE>
Global Gaming and Technology, Inc.
Summary of Significant Accounting Policies
and Notes to Financial Statements
September 30, 1997
NOTE 3 - Notes Receivable (Continued)
- -------------------------------------
(3) The note due from Universal Distributing of Nevada, Inc. was from a
settlement arising out of litigation. Payments totaling $39,026 were
received in the year ended June 30, 1996. The final payments due from
this note consisted of $19,513 collected in July 1996 and ten (10) slot
machines, received in August 1996, the Company's share valued at $28,500.
NOTE 4 - Property and Equipment
- -------------------------------
The Company has no real or personal property as of September 30, 1997.
- 13 -
<PAGE>
Global Gaming and Technology, Inc.
Summary of Significant Accounting Policies
and Notes to Financial Statements
September 30, 1997
<TABLE>
NOTE 5 - Notes Payable
- ----------------------
<CAPTION>
Current Non-Current
Maturities Maturities Total
<S> <C> <C> <C>
Michael Wichinsky
Payable upon demand.
Interest payable
quarterly at 8% $ 723,983 $ - 0 - $ 723,983
Michael Wichinsky
Payable upon demand.
Interest payable
quarterly at 10% 105,490 - 0 - 105,490
Estate of William
T. O'Donnell, Sr.
Payable upon demand.
Interest payable
quarterly at 8% 306,436 - 0 - 306,436
State of New Jersey
Payable in monthly
installments of $1,363
including interest.
This note is in arrears. 19,443 - 0 - 19,443
---------- --------- ----------
TOTAL $1,155,352 - 0 - $1,155,352
========== ========= ==========
<FN>
Total accrued interest payable at 9/30/97 is $1,104,395. $22,108 of this
amount is owed to the Estate of William T. O'Donnell, Sr. and the balance of
$1,082,287 is owed to Michael Wichinsky.
- 14 -
</TABLE>
<PAGE>
Global Gaming and Technology, Inc.
Summary of Significant Accounting Policies
and Notes to Financial Statements
September 30, 1997
<TABLE>
NOTE 6 - Stockholders' Deficiency
- ---------------------------------
<CAPTION>
Common Paid in
Stock Capital in
Number of $.01 Par Excess of
Shares Value Par Value (Deficit)
----------- -------- ---------- ------------
<S> <C> <C> <C> <C>
Balance at
June 30, 1995 26,378,577 $263,786 $3,395,062 ($5,101,888)
Net Income
(Loss) For The
Year Ended
June 30, 1996 4,894
----------- -------- ---------- ------------
Balance at
June 30, 1996 26,378,577 $263,786 $3,395,062 ($5,096,994)
----------- -------- ---------- ------------
Net Income
(Loss) For The
Year Ended
June 30, 1997 ( 202,091)
----------- -------- ---------- ------------
Balance at
June 30, 1997 26,378,577 $263,786 $3,395,062 ($5,299,085)
=========== ======== ========== ============
Net Income
(Loss) For The
Three Month
Period Ended
September 30, 1997 ( 36,705)
----------- -------- ---------- ------------
Balance at
September 30, 1997 26,378,577 $263,786 $3,395,062 ($5,335,790)
========== ======== ========== ============
</TABLE>
NOTE 7 - Earnings (Loss) Per Share
- ----------------------------------
Income (Loss) per share was computed by dividing the net income or loss by the
weighted average number of shares outstanding during the period.
- 15 -
<PAGE>
ITEM II - Management's Discussion and
Analysis of Financial Condition
and Results of Operations
As of September 30, 1997, the Company had negative working capital of
$2,200,491. The Company has no commitments for capital expenditures.
As of September 30, 1997, the Company had negative stockholders' equity of
$1,676,942.
During the three months ended September 30, 1997, the Company realized no
revenues and incurred expenses of $36,705.
GLOBAL GAMING AND TECHNOLOGY, INC. has been engaged in the design,
manufacture, and marketing of electronic microprocessor-controlled gaming
machines. The Company, which was incorporated in Delaware in 1973, maintains
its principal offices at 2575 South Highland Drive, Las Vegas, Nevada 89109.
No machines have been manufactured during the three months ended September 30,
1997. The Company has been dormant for the past several years.
Patents expired at the end of July, 1995 and are the subjects of current
litigation pending a ruling by the court.
Primary North American markets for gaming devices are Las Vegas, Nevada, and
Atlantic City, New Jersey. Because of the high cost of obtaining gaming
licenses in Nevada and New Jersey, the Company does not sell its machines in
these states. Compared to Nevada and New Jersey, other markets are
relatively immaterial, but growing. The Company does not have the resources
to apply for licenses in Nevada and New Jersey at the present time.
The gaming industry is highly competitive, and the Company is at a severe
competitive disadvantage because of its size and lack of resources. The
Company has not generated any sales in the last three months and does not
anticipate sales in the foreseeable future.
The Company employs approximately one person on a part-time basis.
The lack of gaming licenses in Nevada and New Jersey is a severe detriment to
growth. During the three months ended September 30, 1997, the Company did
not achieve any sales.
- 16 -
<PAGE>
PART II - OTHER INFORMATION
ITEM 1 - Legal Proceedings
- --------------------------
See Part I - Summary of Significant Accounting Policies - Litigation
(Page 8-10)
ITEM 2 - Changes in Securities
- ------------------------------
None.
ITEM 3 - Defaults Upon Senior Securities
- ----------------------------------------
Not Applicable
ITEM 4 - Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------
None
ITEM 5 - Related Party Transactions
- -----------------------------------
Michael Wichinsky (19% stockholder) has a note to the Company with a current
balance of $723,983, 8% interest, payable on demand. Michael Wichinsky has a
second note to the Company in the amount of $105,490 (10% interest, payable
on demand). The Estate of William T. O'Donnell, Sr. (17% stockholder) has a
note to the Company with a current balance of $306,436, 8% interest, payable
on demand. There were no principal or interest payments on these notes during
the three months ended September 30, 1997. Accrued interest payable on notes
as of September 30, 1997 amounts to $1,104,395, of which $1,082,287 is payable
to Wichinsky and $22,108 is payable to O'Donnell.
ITEM 6 - Exhibits and Reports on Form 8-K
- -----------------------------------------
Not Applicable
- 17 -
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of Section 13 or Section 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.
DATED: 11/6/97
-------------------
GLOBAL GAMING & TECHNOLOGY, INC.
BY: Mark Sarason
--------------------------
Mark Sarason
President and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons as a majority of the
members of the Board of Directors of the registrant and in the capacities
and on the dates indicated.
DATED: 11/6/97
-----------------------
Mark Sarason
--------------------------
Mark Sarason
Secretary/Treasurer & Director
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> Jun-30-1998
<PERIOD-START> Jul-01-1997
<PERIOD-END> Sep-30-1997
<CASH> 16043
<SECURITIES> 0
<RECEIVABLES> 22291
<ALLOWANCES> 0
<INVENTORY> 28500
<CURRENT-ASSETS> 66834
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 590383
<CURRENT-LIABILITIES> 2267325
<BONDS> 0
<COMMON> 263786
0
0
<OTHER-SE> (1940728)
<TOTAL-LIABILITY-AND-EQUITY> 590383
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 36705
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 23437
<INCOME-PRETAX> (36705)
<INCOME-TAX> 0
<INCOME-CONTINUING> (36705)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (36705)
<EPS-PRIMARY> (.001)
<EPS-DILUTED> (.001)
</TABLE>
