<PAGE>
===========================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 1998
OR
[ ] 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 0-11094
-----------
RIBI IMMUNOCHEM RESEARCH, INC.
(Exact name of registrant as specified in its charter)
Delaware 81-0394349
- --------------------- ------------------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
553 Old Corvallis Road, Hamilton, MT 59840
- ---------------------------------------------------------------------------
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code (406) 363-6214
------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
------ ------
As of April 30, 1998, there were 20,317,073 shares of common stock outstanding.
===========================================================================
<PAGE>
RIBI IMMUNOCHEM RESEARCH, INC.
INDEX
Page
Number
------
PART I. FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . 3
- ---------------------------------
Item 1. Financial Statements:
Condensed Balance Sheets
March 31, 1998 (Unaudited)
and December 31, 1997. . . . . . . . . . . . . . . . . . . . . . . . 4
Condensed Statements of Operations and Comprehensive Loss
Three months ended March 31,
1998 and 1997 (Unaudited). . . . . . . . . . . . . . . . . . . . . . 5
Condensed Statements of Cash Flows
Three months ended March 31,
1998 and 1997 (Unaudited). . . . . . . . . . . . . . . . . . . . . . 6
Notes to Condensed Financial Statements
(Unaudited). . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
PART II. OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . 12
- -----------------------------
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . 12
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . 12
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
2
<PAGE>
RIBI IMMUNOCHEM RESEARCH, INC.
PART I. FINANCIAL INFORMATION
- ---------------------------------
Item 1. Financial Statements
The condensed balance sheet as of March 31, 1998, the condensed statements of
operations and comprehensive loss and the condensed statements of cash flows for
the three-month periods ended March 31, 1998 and 1997, have been prepared by the
Company, without audit. In the opinion of management, all adjustments necessary
to present fairly the financial position, results of operations and
comprehensive loss and changes in cash flows as of and for the periods indicated
have been made.
It is suggested that the accompanying condensed financial statements be read
in conjunction with the audited financial statements and the notes thereto
included in the Company's 1997 Annual Report to Stockholders and Annual Report
on Form 10-K for the fiscal year ended December 31, 1997.
The results of operations for the three month period ending March 31, 1998,
are not necessarily indicative of results expected for the full year 1998.
3
<PAGE>
RIBI IMMUNOCHEM RESEARCH, INC.
CONDENSED BALANCE SHEETS
(In Thousands)
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
----------- -----------
(Unaudited)
<S> <C> <C>
Assets
- ------
Current assets:
Cash and short-term deposits $ 1,005 1,224
Available-for-sale investment
securities and accrued interest 11,228 12,146
Trade accounts receivable 165 870
Inventories 1,292 1,250
Other current assets 204 234
------- -------
Total current assets 13,894 15,724
Property, plant and equipment, net 11,432 11,453
Other investments 1,500 -
Other assets, net 582 593
------- -------
$ 27,408 27,770
======= =======
Liabilities and Stockholders' Equity
- ------------------------------------
Current liabilities:
Accounts payable $ 181 611
Accrued liabilities 746 614
Deferred revenue 2,749 1,130
------- -------
Total current liabilities 3,676 2,355
------- -------
Stockholders' equity:
Preferred stock - -
Common stock 20 20
Additional paid-in capital 67,505 67,485
Accumulated deficit (43,781) (42,053)
Accumulated other comprehensive losses (12) (37)
------- -------
Total stockholders' equity 23,732 25,415
------- -------
$ 27,408 27,770
======= =======
</TABLE>
See accompanying notes.
4
<PAGE>
RIBI IMMUNOCHEM RESEARCH, INC.
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(In Thousands Except per Share Data)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-------------------
1998 1997
---- ----
<S> <C> <C>
Revenues:
Sales $ 799 195
Contracts and licenses 679 650
Investment income 159 241
Other, net (5) 1
------- -------
Total revenues 1,632 1,087
------- -------
Costs and expenses:
Purchases and production costs 270 215
Research and development 2,054 1,743
Selling, general and administrative 1,036 792
------- -------
Total costs and expenses 3,360 2,750
------- -------
Net loss (1,728) (1,663)
------- -------
Other comprehensive income:
Unrealized investment losses (17) (101)
Less reclassification adjustment
for investment losses included
in net loss 42 1
------- -------
Other comprehensive income (loss) 25 (100)
------- -------
Comprehensive loss $ (1,703) (1,763)
======= =======
Net loss per common share $ (.09) (.08)
======= =======
Average number of shares outstanding 20,312 19,729
======= =======
</TABLE>
See accompanying notes.
5
<PAGE>
RIBI IMMUNOCHEM RESEARCH, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(In Thousands)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------
1998 1997
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (1,728) (1,663)
Adjustments to reconcile net loss to
cash used by operating activities:
Depreciation and amortization 261 246
Common stock grants 3 10
Compensation relating to stock options 4 1
Discount accretion and investment
losses, net (5) (39)
Asset sales 6 -
Changes in operating assets and
liabilities 2,014 187
------- -------
Net cash provided (used) by operating
activities 555 (1,258)
------- -------
Cash flows from investing activities:
Capital expenditures (234) (178)
Payments for other assets (6) (24)
Proceeds from sale of assets 5 -
Proceeds from maturities and sales of
available-for-sale investment securities 3,554 2,077
Purchases of available-for-sale
investment securities (2,606) (4,162)
Purchases of other investments (1,500) -
------- -------
Net cash used by investing
activities (787) (2,287)
------- -------
Cash flows from financing activities:
Sale of stock, net - 3,977
Proceeds from exercise of options 13 14
------- -------
Net cash provided by financing
activities 13 3,991
------- -------
Net change in cash and short-term
deposits (219) 446
Cash and short-term deposits at beginning
of period 1,224 432
------- -------
Cash and short-term deposits at end
of period $ 1,005 878
======= =======
</TABLE>
See accompanying notes.
6
<PAGE>
RIBI IMMUNOCHEM RESEARCH, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
1. Inventories
-----------
Inventories are as follows:
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
----------- -----------
(In Thousands)
<S> <C> <C>
Raw materials $ 84 132
Work in process 1,174 1,053
Finished goods 34 65
----- -----
$ 1,292 1,250
===== =====
</TABLE>
1. Commitments and Contingencies
------------------------------
The Company, the National Institutes of Health ("NIH") and the Bitterroot
Valley Sanitary Landfill ("Landfill") were notified by the Montana Department of
Health and Environmental Sciences (now known as the Department of Environmental
Quality ["DEQ"]) in March of 1991 that they had been identified as potentially
responsible parties ("PRPs") and as such are jointly and severally liable for
groundwater contamination located at and near the site of the Landfill in
Ravalli County, Montana. The Company's involvement arises out of waste materials
that it deposited at the Landfill from 1982 to 1985, which the Landfill had
permits to receive. The NIH unilaterally and voluntarily initiated and completed
work pursuant to an interim remediation plan approved by the DEQ to remove and
decontaminate the believed source of contamination and treat the aquifers which
tests have shown contain contaminants. Although decontamination of the soil at
and around the Landfill has been completed, treatment of the groundwater in the
proximity of the disposal site continues utilizing air sparging, and it is
anticipated such treatment will continue through 1998 and possibly longer.
Carbon filtering was discontinued in August 1997 based upon non-detectible
amounts of volatile organic compounds in post-air sparging samples. The DEQ
conducted a "Risk Assessment" and issued a "Draft Final Feasibility Study" in
October 1994 that discussed possible final remediation alternatives. In August
1995, the DEQ announced that it had approved a second interim action in the
vicinity of the Landfill being unilaterally and voluntarily conducted by the NIH
and which involves installing individual replacement wells and new wells to
provide both an alternate water supply for the area residents and to develop
additional information on the site hydrogeology. Information collected from
these wells through a multi-year monitoring program will be used by the DEQ to
evaluate the effectiveness of the remediation efforts to date. The current plan
calls for the wells to be installed in three phases: Phase I includes occupied
properties with the highest remaining contamination levels; Phase II includes
occupied properties with lesser degrees of contamination; and Phase III consists
largely of vacant properties. Preliminary studies completed in 1994 estimated
the cost of the wells to be approximately $1,400,000. Recent information
indicates that a total of nineteen alternate water supply wells have been
installed at a cost of approximately $1,000,000. The DEQ could require the PRPs
7
<PAGE>
to implement further remediation should these wells not provide sufficient
quality or quantity of water. The NIH has indicated it is undertaking Phase II
groundwater remediation to intercept and treat contaminated groundwater near the
eastern Landfill boundary. The NIH has projected costs for this Phase II
groundwater remediation to be in excess of $1,000,000 through 1999. The NIH,
which has taken the lead and incurred substantially all of the remediation
costs, has represented publicly that it would continue to work with the DEQ
toward an acceptable final remediation plan. The DEQ initiated an action in 1997
against the Company, the Landfill and the owner of the Landfill seeking recovery
of past alleged costs associated with its oversight activities in the amount of
$238,000, as well as a declaratory judgment finding the parties liable for
future remedial costs, plus civil penalties in the event the parties fail to
comply. The Company believes that it has meritorious defenses to the claim,
including the amount thereof, and that there are other responsible parties. The
Company has filed a response to the action, including a motion to dismiss. There
can be no assurance that the Company's defenses and motion will be successful.
On April 21, 1998, the Company received notice that the U.S. Department of
Justice ("USDJ"), acting on behalf of the Department of Health and Human
Services, which overseas the NIH, filed suit in United States District Court
seeking contribution from the Company of an "equitable share" of past and future
response costs incurred by the United States in connection with the remediation
at and near the Landfill. The complaint alleges that as of September 30, 1997,
the United States had incurred response costs in excess of $3,400,000 and that
it expects to incur more than $1,000,000 in additional response costs. The
Company is preparing a response. Although the Company believes it has
meritorious defenses to the claim, including the amount thereof, and that there
are other responsible parties, there can be no assurance that the Company will
be successful in its defenses to claims arising out of the Landfill, including
the claims made by the United States. Depending upon the eventual outcome of the
litigation and when in time the litigation is concluded, the outcome may or may
not have a material adverse effect on the Company's financial condition.
Accordingly, it is not possible at present to accurately predict whether an
adverse outcome will have a material adverse effect on the Company's financial
condition. The Company is unable to determine its overall potential liability
with respect to the Landfill at this time. As of March 31, 1998, the Company has
accrued a reserve of approximately $200,000, primarily to cover billed and
potential legal, consulting, remediation and DEQ reimbursement costs associated
with the Company as a PRP. Net costs charged against operations during the first
quarters of 1998 and 1997 were $22,000 and $1,000, respectively.
In June 1997, a complaint was filed in District Court in Ravalli County
against the Company by a former employee who was discharged for cause in June
1996. The plaintiff alleges discharge in violation of the Montana Wrongful
Discharge from Employment Act ("Act") and further, that discharge was for
refusal to violate public policy. The Court granted dismissal with respect to
that portion of the complaint which alleges termination for refusal to violate
public policy. Plaintiff filed a motion for reconsideration asking the Court to
reverse its decision with respect to the issue of termination for refusal to
violate public policy and requested the Court for permission to amend the
complaint to include additional allegations relative to the public policy issue.
On April 6, 1998, the Court allowed plaintiff to amend the complaint as
requested. The Company believes that it has a meritorious defense and plans to
vigorously defend the suit. Because the action is in early stages, it is not
possible to reliably assess the outcome. Depending upon the eventual outcome of
this litigation and when in time the litigation is concluded, the outcome may or
may not have a
8
<PAGE>
material adverse effect of the Company's financial condition. Accordingly, it is
not possible at this time to accurately predict whether an adverse outcome will
have an adverse effect on the Company's financial condition. The plaintiff has
also filed a petition for Judicial Review in District Court in Missoula County
naming the Company and the State of Montana Department of Labor and Industry
respondents and asking the Court to review and overturn the Department of
Labor's decision finding plaintiff was terminated for misconduct as defined in
MCA Section 39-51-2303 and, therefore, not allowing plaintiff to collect
unemployment benefits. The Company has filed a response arguing the correctness
of the Department of Labor's decision. It is not possible to determine the
outcome of this action at this time. However, in the event plaintiff is
successful, it would not have a material adverse effect on the financial
condition of the Company.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
General
- -------
Since its inception in 1981, the Company has been engaged primarily in the
research and development of immunostimulants for use in preventing and treating
human diseases. To date, the Company has received limited revenues from
commercial sales and sales of clinical supplies. The Company has incurred net
losses in each year since its inception and expects to incur additional losses
for at least the next year, and probably longer. At March 31, 1998, the
Company's accumulated deficit was approximately $43,781,000.
The Company's results of operations can vary significantly from quarter to
quarter and depend, among other factors, on costs related to the progress of
clinical trials conducted by the Company and, to a lesser extent, on revenues
and costs associated with manufacturing. To date, research and development
expenses, together with manufacturing costs, have exceeded product and other
revenues in all periods.
The Company is not able to estimate with certainty the amount of cash and
working capital which may be needed for operations. Such requirements typically
vary depending upon the results of basic research and clinical trials, the time
and expense required for governmental approval of products, and competitive and
technical developments, most of which are beyond management's control. There is
no assurance that the Company will be able to obtain the necessary funding in
sufficient amounts or at the appropriate time for its planned activities. In the
event the Company may require additional funding, it might not be able to
proceed as rapidly as it would like, if at all, with the development and
commercialization of its products, which would have a material adverse effect on
its future financial condition and results of operations.
In computer systems and applications developed in the 1970s and 1980s, years
were often stored in a 2-digit rather than 4-digit format to save expensive
computer storage and processing space. These systems correctly assumed the 2-
digit year in data was preceded by the digits "19". At year 2000, a 2-digit date
of "00" may not be interpreted correctly by these systems, which could lead to
incorrect or inadequate results. The Company has established a committee, which
made a preliminary assessment, and hired an outside firm which is in the process
of determining in reasonable detail the Company's exposure to the "Year 2000"
9
<PAGE>
problem. The Company expects to continue to incur both internal staffing costs,
as well as consulting and other expenses related to these issues. These costs
will be expensed as incurred. Preliminary assessment indicates that resulting
solutions will involve a mix of purchasing new systems and modifying existing
systems. The Company is working to solve these issues in a timely manner, but
there can be no assurance that all of the Year 2000 problems will be resolved
before the end of 1999 or that all of the Company's vendors and customers will
be Year 2000 compliant. The Company is not yet able to estimate the potential
costs associated with the Year 2000 problem.
Pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995, several forward-looking statements that involve a number of
risks and uncertainties are included within this Management's Discussion and
Analysis of Financial Condition and Results of Operations. In addition to the
risks and uncertainties discussed with the forward-looking statements, there are
a number of other factors that could cause actual results to differ materially
from projected results, including, but not limited to the following: levels of
expenditure on and results of the Company's research and the impact of those
results on milestone and transfer payments from partners, research results of
other companies using the Company's products, competition from other companies,
changes in government regulation, including price controls for newly developed
drugs, and risk factors listed from time-to-time in the Company's reports to the
Securities and Exchange Commission. Forward-looking statements herein are
followed by an asterisk ("*").
Results of Operations
- ---------------------
During the first quarter of 1998 the Company incurred a net loss of
$1,728,000 compared to a net loss of $1,663,000 incurred in the first quarter of
1997. The greater net loss reflects increased revenues, which were slightly
more than offset by increased expenses.
Revenues were higher in the first quarter of 1998 compared to the same period
in 1997, primarily because of increased sales. Sales in the first quarter of
1998 were 310% higher than sales in the first quarter of 1997 reflecting
increased use of the Company's adjuvants by its marketing partners in their
development of potential vaccines. Partially offsetting higher sales was a
decrease in investment income of $82,000. Approximately 60% of the decrease
results from a reduced amount of investments, as the average interest rate
earned by the portfolio remained at approximately 5.8% during both the first
quarters of 1998 and 1997. The balance of the decrease reflects a book loss on
the sale of a debt mutual fund in early 1998 to meet the Company's operating
needs.
In March 1998, the Company announced the signing of a distribution and
marketing agreement with Schering-Plough Corporation ("SP"). Pursuant to the
agreement, SP will have exclusive worldwide rights, except in Canada, to
distribute, market and sell the Company's MELACINE therapeutic melanoma vaccine.
While the agreement did not have an immediate material impact on the Company's
revenues, it could receive up to $30,000,000 from SP in signing fees and
milestone payments.* Milestone payments will be paid to the Company upon
gaining marketing clearances for MELACINE as a therapy for Stage IV (late stage)
melanoma in the United States and Europe. Milestone payments will also be paid
upon the Company gaining marketing clearances in the United States and Europe
for MELACINE as either combination therapy with Intron A (interferon alfa-2b)
for Stage IV melanoma or as monotherapy for Stage II (earlier stage) melanoma to
prevent
10
<PAGE>
recurrence of disease following surgical removal of primary tumors. The Company
has filed for marketing clearance for MELACINE to be used in the treatment of
Stage IV melanoma in Canada and Europe and expects to file in the United States
in the third quarter of 1998.* The Company expects to have a decision from the
Canadian authorities any time and a decision by the European authorities could
be made before year-end 1998.* However, there can be no assurance that
decisions will be made within those time frames. Additionally, there can be no
assurance that regulatory authorities will approve marketing MELACINE for any
indication or that revenues will be significant if marketing approval is
granted.
Purchases and production costs increased $55,000 while sales increased
$604,000 during the first quarter of 1998 compared to the first quarter of 1997.
Costs were lower in the first quarter of 1998 in relation to sales because of
higher plant throughput during the first quarter of 1998. Plant throughput was
lower during the first quarter of 1997 because the plant was not producing
salable material while validation work necessary for commercial licensing was
being conducted.
Research and development expenses increased 18% during the first quarter of
1998 over the same quarter in 1997. The increase mainly reflects additional
outside contract and other costs necessary to prepare and file a commercial
license application for MELACINE in Europe and to proceed with the preparation
of an application to be filed in the United States, probably in the third
quarter of 1998.* Additionally, the Company has continued its preclinical
development of immune system modulators and its drug for protection against
cardiac reperfusion injury. The Company is also continuing to accrue patients in
its Phase III clinical testing of MELACINE in combination with alpha interferon
2-b to treat late stage melanoma. The Company expects total research and
development expenses for 1998 to be in the range of those costs in 1997.* It is
possible that completion of the commercial license application to be filed in
the United States will require more time than expected or that the U.S. Food and
Drug Administration will not accept the filing for detailed review. It is also
possible that one or all of the commercial license applications filed will not
be approved after they have been accepted for review, or that planned clinical
trials will not proceed as expected.
Selling, General and Administrative expenses increased $244,000 in the first
quarter of 1998 compared to the first quarter of 1997. The increase relates
primarily to normal inflationary increases but also includes increases in
expenses for plant validation support, travel and other expenses related to
investor relations, recruiting expenses, and costs related to the Bitterroot
Valley Landfill, which is discussed in more detail below.
Financial Condition
- -------------------
During the first quarter of 1998 the Company received $555,000 from
operations compared to cash used in operations during the first quarter of 1997
of $1,258,000. The variance mainly reflects changes in operating assets and
liabilities connected to differences in the timing of the recognition of license
fee revenues. The Company expects cash flows used in operations for the year
1998 to continue to be less than those in the year 1997 as an increase in
revenues on a cash basis is expected to exceed the increase in research and
development expenditures.* Projected cash flows are dependent upon the Company
receiving revenues that are anticipated and preparing the commercial filings and
conducting the research and clinical trials that are now planned.
11
<PAGE>
See Note 2 of the Notes to Condensed Financial Statements for a discussion of
contingencies related to the Company's identification as a Potentially
Responsible Party for groundwater contamination at and near the Bitterroot
Valley Sanitary Landfill and a suit filed by the U.S. Department of Justice
seeking to recover a portion of the related remediation costs. Note 2 also
contains information regarding the Company being a named defendant in a suit
brought by the Montana Department of Environmental Quality seeking to recover
alleged costs associated with its oversight activities of the Landfill and a
suit filed by a former employee.
PART II. OTHER INFORMATION
- -----------------------------
Item 1. Legal Proceedings
(a) See Note 2 of the Notes to Financial Statements for a discussion of
the Company's involvement as a PRP and a defendant in civil suits
relating to the Bitterroot Valley Sanitary Landfill. Note 2 also
contains information regarding two suits filed by a former employee.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 27 - Financial Data Schedule (Filed only electronically)
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended
March 31, 1998.
12
<PAGE>
SIGNATURES
- ----------
Pursuant to the requirements 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.
RIBI IMMUNOCHEM RESEARCH, INC.
-----------------------------
(Registrant)
May 14, 1998 By /s/ Vern D. Child
-------------------------------------------
Vern D. Child, Vice President-Finance
and Treasurer (duly authorized officer
and principal financial and accounting
officer)
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S BALANCE SHEET AT MARCH 31, 1998, AND STATEMENTS OF OPERATIONS FOR THE
THREE MONTHS ENDED MARCH 31, 1998 AND 1997, AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 1,005
<SECURITIES> 11,228
<RECEIVABLES> 165
<ALLOWANCES> 0
<INVENTORY> 1,292
<CURRENT-ASSETS> 13,894
<PP&E> 17,256
<DEPRECIATION> 5,824
<TOTAL-ASSETS> 27,408
<CURRENT-LIABILITIES> 3,676
<BONDS> 0
0
0
<COMMON> 20
<OTHER-SE> 23,712
<TOTAL-LIABILITY-AND-EQUITY> 27,408
<SALES> 799
<TOTAL-REVENUES> 1,632
<CGS> 270
<TOTAL-COSTS> 270
<OTHER-EXPENSES> 2,054
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,728)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,728)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,728)
<EPS-PRIMARY> (0.09)
<EPS-DILUTED> (0.09)
</TABLE>
