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 Nine Months Ended March 31, 1999
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 March 31, 1999, 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 March 31, 1999
TABLE OF CONTENTS
PART I - Financial Information: Page
- --------------------------------
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 8-13
Item II - Management's Discussion and Analysis
of Financial Condition and Results of
Operations. 14
PART II - Other Information: 15
- ----------------------------
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
March 31, 1999
(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 Technol-
ogy, Inc. as of March 31, 1999 and the related statements of operations,
deficit, and cash flows for the three months and nine months ended March
31, 1999 and 1998, 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, 1998 were audited by us
and we expressed an unqualified opinion on them in our report dated September
3, 1998, 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
May 7, 1999
- 4 -
<PAGE>
<TABLE>
Global Gaming and Technology, Inc.
Balance Sheet
March 31, 1999 and June 30, 1998
(See Accountant's Review Report)
<CAPTION>
March 31 June 30
1999 1998
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 62,624 $ 79,606
Inventories (Note 2) 28,500 28,500
Notes Receivable-Current (Note 3) 0 11,574
----------- -----------
Total Current Assets 91,124 119,680
----------- -----------
PROPERTY AND EQUIPMENT-At Cost
Net of Accumulated
Depreciation (Note 4) -0- -0-
----------- -----------
OTHER ASSETS
Note Receivable (Note 3) 0 0
Deposits 300 300
----------- -----------
Total Other Assets 300 300
----------- -----------
TOTAL ASSETS $ 91,424 $ 119,980
=========== ===========
LIABILITIES AND STOCKHOLDER'S DEFICIENCY
CURRENT LIABILITIES
Accounts Payable $ 9,969 $ 10,011
Accrued Interest 1,098,087 1,045,968
Notes Payable (Note 5) 860,935 860,935
----------- -----------
Total Current Liabilities 1,968,991 1,916,914
----------- -----------
LONG-TERM LIABILITIES -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 (5,536,415) (5,455,782)
----------- -----------
Total Stockholder's Deficit (1,877,567) (1,796,934)
----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDER'S DEFICIENCY $ 91,424 $ 119,980
=========== ===========
<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 March 31, 1999 and 1998 and
For the Nine Months Ended March 31, 1999 and 1998
(See Accountant's Review Report)
(Unaudited)
<CAPTION>
Three Months Ended Nine Months Ended
March 31 March 31
1999 1998 1999 1998
-------- ------- ------- -------
<S> <C> <C> <C> <C>
REVENUE AND INCOME $ 926 $ 2,709 $ 926 $ 2,709
-------- ------- ------- -------
Total Income 926 2,709 926 2,709
-------- ------- ------- -------
COSTS AND EXPENSES
Professional Fees 2,895 3,170 10,885 13,319
Interest 17,119 22,927 52,119 69,801
Transfer Fees 750 750 2,250 2,250
Telephone 0 0 0 233
Salaries and Wages 4,875 4,875 14,625 14,625
Payroll Tax Expense 536 590 1,593 1,671
Miscellaneous 0 449 87 524
-------- ------- ------ ------
Total Costs & Expenses 26,175 32,761 81,559 102,423
-------- ------- ------ ------
Net Income (Loss) (25,249) (30,052) (80,633) (99,714)
Deficit Beginning of Period (5,511,166) (5,368,747) (5,455,782)(5,299,085)
----------- ----------- ---------- -----------
Deficit End of Period (5,536,415) (5,398,799) (5,536,415)(5,398,799)
=========== =========== ========== ===========
Income (Loss) per Common
Share (Note 7) $ (.001) $ (.001) $ (.003) $ (.004)
=========== =========== ========== ===========
Weighted Average Number of
Common Shares Outstanding 26,378,577 26,378,577 26,378,577 26,378,577
=========== =========== ========== ==========
<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 Nine Months Ended March 31, 1999 and 1998
(See Accountant's Review Report)
(Unaudited)
<CAPTION>
Nine Months Ended
March 31 March 31
1999 1998
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) $ (80,633) $ (99,714)
(Increase) Decrease in
Notes Receivable 11,574 22,291
Inventory -0- -0-
Increase (Decrease) in
Accounts Payable (42) (16)
Accrued Interest Payable 52,119 69,801
----------- -----------
NET OPERATING CASH (16,982) ( 7,638) -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital Expenditure -0- -0-
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Principal Payments on Debt -0- -0-
----------- -----------
Net Increase (Decrease) in Cash (16,982) ( 7,638)
Cash Beginning of Period 79,606 29,935
----------- -----------
Cash End of Period $ 62,624 $ 22,297
=========== ===========
Supplemental Disclosures
Interest Expense $ 52,119 $ 69,801
=========== ===========
<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
March 31, 1999
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 March
31, 1998, 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.
LEGAL PROCEEDINGS
-----------------
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.
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, per-
sonal, 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 3(1) for details).
- 8 -
<PAGE>
Global Gaming and Technology, Inc.
Summary of Significant Accounting Policies
and Notes to Financial Statements
March 31, 1999
LEGAL PROCEEDINGS - Continued
-----------------------------
The Company reported that Bally Gaming International, Inc. ("Bally") 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.
On March 5, 1998 the Circuit Court in Global v. Bally entered final judgment
in favor of Global and against Bally in the amount of $1,282,131.55 (the "Judg-
ment"). As a result, on March 26, 1998 Bally filed a notice of appeal from the
Judgment in Global v. Bally in the Illinois Appellate Court for the First Dis-
trict. On April 16, 1998, a settlement agreement was entered into between the
Company and Bally, whereas Bally agreed to pay Global $1,070,000 as full satis-
faction of the Judgment in exchange for the execution of "Satisfaction/Release
of Judgment" by Global to Bally. After payment by Bally, an Agreed Motion for
Entry of Orders Dismissing Appeal was filed by Bally in the Circuit Court.
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 3(2) - (3) 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 under 35 U.S.C. Section 102(b) because the
invention disclosed therein was on sale more than one year prior to the date
on which Global's patent application was filed. Global has appealed that deter-
mination, however, it is uncertain at present whether that appeal will be suc-
cessful. Additionally, IGT has appealed the finding of infringement and it is
equally uncertain whether that appeal will be successful. A ruling on these mat-
ters is not expected until at least sometime in 1999, which date could be
delayed significantly in view of the fact the United States Supreme Court
decided in March of 1998 to review whether the lower courts have been properly
interpreting 35 U.S.C. Section 102(b). It is not known how the United States
Supreme Court will resolve those issues.
The Company will be incurring legal costs regarding the prosecution of its in-
fringement claims. Per counsel for the Company, at present it is difficult to
determine these future legal costs.
- 9 -
<PAGE>
Global Gaming and Technology, Inc.
Summary of Significant Accounting Policies
and Notes to Financial Statements
March 31, 1999
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 1999
----------------------------------------
Loss Year Expires
June 30 June 30
------- -------
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
1997 202,091 2012
1998 156,697 2013
---------
$3,206,813
=========
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 14), 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 March 31, 1999, the Company
has negative working capital of $1,877,867 and negative stockholders' equity
of $1,877,567.
As discussed in the Summary of Significant Accounting Policies (pages 8-9),
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 March
31, 1999. (See Note 3(3) for details).
- 10 -
<PAGE>
Global Gaming and Technology, Inc.
Summary of Significant Accounting Policies
and Notes to Financial Statements
March 31, 1999
NOTE 3 - Notes Receivable
- -------------------------
(1) The total amount due pursuant to the promissory note from Ballys Gaming
was to 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. Final payment on this note was received April 30, 1998 through a
settlement agreement between the Company and Bally's Gaming. Bally
agreed to pay Global $1,070,000 as full satisfaction of the note,
of which the Company received $485,000 net of legal expenses.
(See page 8-9, LEGAL PROCEEDINGS).
(2) The promissory note due from Sigma Game, Inc. was from a settlement
arising out of litigation. $25,000 was received in February 1998 and
final payment in the amount of $12,500 was received in February 1999.
(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 March 31, 1999.
- 11 -
<PAGE>
Global Gaming and Technology, Inc.
Summary of Significant Accounting Policies
and Notes to Financial Statements
March 31, 1999
<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% $ 511,644 $ - 0 - $ 511,644
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% 224,357 - 0 - 224,357
State of New Jersey
Payable in monthly
installments of $1,363
including interest.
This note is in arrears. 19,444 - 0 - 19,444
---------- --------- ----------
TOTAL $ 860,935 - 0 - $ 860,935
========== ========= ==========
<FN>
Total accrued interest payable at 3/31/99 is $1,098,087. $15,932 of this
amount is owed to the Estate of William T. O'Donnell, Sr. and the balance of
$1,082,155 is owed to Michael Wichinsky.
- 12 -
</TABLE>
<PAGE>
Global Gaming and Technology, Inc.
Summary of Significant Accounting Policies
and Notes to Financial Statements
March 31, 1999
<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, 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
Year Ended
June 30, 1998 (156,697)
----------- -------- ---------- ------------
Balance at
June 30, 1998 26,378,577 $263,786 $3,395,062 $(5,455,782)
Net Income
(Loss) For The
Nine Month
Period Ended
March 31, 1999 (80,633)
---------- -------- ---------- -----------
Balance at
March 31, 1999 26,378,577 $263,786 $3,395,062 $(5,536,415)
========== ======== ========== ===========
</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.
- 13 -
<PAGE>
ITEM II - Management's Discussion and
Analysis of Financial Condition
and Results of Operations
As of March 31, 1999, the Company had negative working capital of
$1,877,867. The Company has no commitments for capital expenditures.
As of March 31, 1999, the Company had negative stockholders' equity of
$1,877,567.
During the nine months ended March 31, 1999, the Company received $926 in
interest income on the Sigma note and incurred expenses of $81,559, $52,119
of which is accrued interest expense.
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 March 31,
1999. 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 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 March 31, 1999, the Company did
not achieve any sales.
- 14 -
<PAGE>
PART II - OTHER INFORMATION
ITEM 1 - Legal Proceedings
- --------------------------
See Part I - Summary of Significant Accounting Policies - LEGAL PROCEEDINGS
(Page 8-9).
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 $511,644, 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 $224,357, 8% interest, payable
on demand. There were no principal or interest payments on these notes during
the nine months ended March 31, 1999. Accrued interest payable on these
notes as of March 31, 1999 amounts to $1,098,087, of which $1,082,155 is
payable to Wichinsky and $15,932 is payable to O'Donnell.
ITEM 6 - Exhibits and Reports on Form 8-K
- -----------------------------------------
Not Applicable
- 15 -
<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.
GLOBAL GAMING & TECHNOLOGY, INC.
By: Mark Sarason Date: 05/12/99
------------------------------- ------------
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.
By: Mark Sarason Date: 05/12/99
------------------------------ ------------
Mark Sarason, Director
By: Constance Koplow Date: 05/11/99
------------------------------ ------------
Constance Koplow, Director
- 16 -
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> Jun-30-1999
<PERIOD-START> Jan-01-1999
<PERIOD-END> Mar-31-1999
<CASH> 62624
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 28500
<CURRENT-ASSETS> 91124
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 91424
<CURRENT-LIABILITIES> 1968991
<BONDS> 0
<COMMON> 263786
0
0
<OTHER-SE> (2141353)
<TOTAL-LIABILITY-AND-EQUITY> 91424
<SALES> 0
<TOTAL-REVENUES> 926
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 26175
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 17119
<INCOME-PRETAX> (25249)
<INCOME-TAX> 0
<INCOME-CONTINUING> (25249)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (25249)
<EPS-PRIMARY> (.001)
<EPS-DILUTED> (.001)
</TABLE>
