<PAGE> 1
- --------------------------------------------------------------------------------
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, 1997
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: 0-11371
BIOSONICS, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2161932
------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
260 New York Drive
Fort Washington, Pennsylvania 19034
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
(215) 646-7100
---------------------------------------------------
(Registrant's telephone number including area code)
N/A
--------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
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
--- ---
Indicate the number of shares outstanding of each of the issuers shares of
common stock, as of the latest practicable date: as of March 31st 1997, there
were outstanding 294,613,936 shares of the Registrant's Common Stock, $.0001 par
value.
- --------------------------------------------------------------------------------
Page 1 of 14 pages
Exhibit Index is on Page 13
<PAGE> 2
BIOSONICS, INC.
INDEX
<TABLE>
<CAPTION>
Page
Number
------
<S> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets:
March 31, 1997 and December 31, 1996 3
Statements of Loss:
Three Months Ended March 31, 1997 and 1996 and the Period
from November 13, 1980 (Inception) to March 31,1997 4
Statements of Deficit Accumulated:
Three Months Ended March 31, 1997 and 1996 and the Period
from November 13, 1980 (Inception) to March 31,1997 5
Statements of Cash Flows:
Three Months Ended March 31, 1997 and 1996 and the Period
from November 13, 1980 (Inception) to March 31,1997 6 & 7
Statements of Shareholders' Equity - Paid-In-Capital:
November 30, 1980 (Inception) to March 31, 1997 8 - 10
Note to Financial Statements 11
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 12
PART II OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 13
</TABLE>
<PAGE> 3
BIOSONICS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS
------
Unaudited
MARCH 31 DECEMBER 31,
1997 1996
------------ ------------
<S> <C> <C>
Current assets
Cash (including interest bearing deposits
of $10 in 1997 and 1996) $ 260 $ 260
Accounts receivable (net of allowance for doubtful
accounts of $2,000 in 1997 and 1996) 8,446 8,196
Loan Receivable 70,000 --
Inventory 64,045 64,271
Prepaid expenses and other current assets 5,845 25
------------ ------------
Total current assets 148,596 72,752
Equipment, furniture and leaseholds, net
of accumulated depreciation 13,506 15,007
Deposits 8,431 8,431
------------ ------------
Total assets $ 170,533 $ 96,190
============ ============
Liabilities and Shareholders' Deficit
-------------------------------------
Current liabilities
Notes payable $ 278,000 $ 288,000
Accounts payable and accrued expenses 1,627,789 1,707,779
Bonds unissued 187,000 187,000
Proceeds for common stock unissued 279,530 40,000
------------ ------------
Total current liabilities 2,372,319 2,222,779
------------ ------------
Shareholders' deficit
Common stock - authorized 750,000,000 shares at .0001 par value;
issued and outstanding 294,613,936 and 287,863,936 shares at
March 31, 1997 and December 31, 1996 respectively 29,461 28,787
Capital in excess of par value 11,706,548 11,599,722
Deficit accumulated during development stage (13,937,795) (13,755,098)
------------ ------------
Total shareholders' deficit (2,201,786) (2,126,589)
------------ ------------
Total liabilities and shareholders' deficit $ 170,533 $ 96,190
============ ============
</TABLE>
The accompanying note is an integral part of these financial statements.
3
<PAGE> 4
BIOSONICS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF LOSS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED 11/13/80 (INCEPTION)
MARCH 31, TO MARCH 31,
--------- ------------
1997 1996 1997 1996
--------- --------- ------------ ------------
<S> <C> <C> <C> <C>
Development stage expenses
Research and development costs $ 0 $ 0 $ 4,166,053 $ 4,144,553
Professional fees 40,742 18,956 2,793,229 2,641,393
Other development stage expenses 145,168 97,403 8,147,446 7,512,973
--------- --------- ------------ ------------
Total development stage expenses 185,910 116,359 15,106,728 14,298,919
Less: Revenues from cost recovery
program -- -- 118,082 118,082
--------- --------- ------------ ------------
Net development stage expenses 185,910 116,359 14,988,646 14,180,837
--------- --------- ------------ ------------
Sales 5,625 17,516 843,002 814,119
Cost of sales 3,404 3,055 548,389 517,832
--------- --------- ------------ ------------
Gross profit 2,221 14,461 294,613 296,287
--------- --------- ------------ ------------
Other income
Investment and other income 992 75 748,618 747,626
Gain on sale of fixed assets -- -- 7,620 7,620
--------- --------- ------------ ------------
Total other income 992 75 756,238 755,246
--------- --------- ------------ ------------
Net loss ($182,697) ($101,823) ($13,937,795) ($13,129,304)
========= ========= ============ ============
Loss per common share ($ .001) ($ .000) ($ .05) ($ .053)
========= ========= ============ ============
</TABLE>
The accompanying note is an integral part of these financial statements.
4
<PAGE> 5
BIOSONICS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF DEFICIT ACCUMULATED DURING DEVELOPMENT STAGE
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED 11/13/80 (INCEPTION)
MARCH 31, TO MARCH 31,
------------------ --------------------
1997 1996 1997 1996
------------ ------------ ------------- -------------
<S> <C> <C> <C> <C>
BEGINNING BALANCE ($13,755,098) ($13,053,231) $ -- $ --
NET LOSS (182,697) (101,823) (13,937,795) (13,155,054)
------------ ------------ ------------- -------------
ENDING BALANCE ($13,937,795) ($13,155,054) ($ 13,937,795) ($ 13,155,054)
============ ============ ============= =============
</TABLE>
The accompanying note is an integral part of these financial statements.
5
<PAGE> 6
BIOSONICS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED 11/13/80 (INCEPTION)
MARCH 31, TO MARCH 31,
--------- ------------
1997 1996 1997 1996
--------- --------- ------------ ------------
<S> <C> <C> <C> <C>
Cash flows used in operating activities
Net loss ($182,697) ($101,823) ($13,937,795) ($13,155,054)
--------- --------- ------------ ------------
Adjustments to reconcile net loss to
net cash used in operating activities
Depreciation and amortization 1,501 1,335 380,188 370,018
Increase in allowance for doubtful accounts -- -- 2,000 2,000
Increase in reserve for inventory obsolescence -- -- 27,000 40,000
Loss on lease abandonment -- -- 19,550 19,550
Gain on sale of fixed assets -- -- (7,620) (7,620)
Common stock issued for services 27,500 -- 571,459 458,209
Common stock issued for interest 10,000 -- 10,000 --
Common stock issued for product rights -- -- 12,501 12,501
Change in
Accounts receivable (250) 1,985 (10,446) 18,326
Inventory 226 2,775 (91,045) (107,309)
Prepaid expenses and other current assets (5820) (4) (5,845) (11,557)
Accounts payable and accrued expenses (79,990) 95,732 1,893,314 1,855,379
--------- --------- ------------ ------------
Total adjustments (46,833) 101,823 2,801,056 2,612,845
--------- --------- ------------ ------------
Net cash used in operating activities $229,530 ($ --) ($11,136,739) ($10,542,209)
--------- --------- ------------ ------------
Cash flows from investing activities
Sale of fixed assets $ -- $ -- $ 10,825 $ 10,825
Capital expenditures -- -- (363,305) (363,305)
Issuance of note receivable -- -- (30,000) (30,000)
(Increase) decrease in deposits -- -- (8,431) (8,431)
Decrease in note receivable -- -- 30,000 30,000
Decrease in capitalized patents -- -- (45,690) (45,690)
--------- --------- ------------ ------------
Net cash provided (used) in investing activities $ -- $ -- ($ 406,601) ($ 406,601)
--------- --------- ------------ ------------
</TABLE>
The accompanying note is an integral part of these financial statements.
6
<PAGE> 7
BIOSONICS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF CASH FLOWS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED 11/13/80 (INCEPTION)
MARCH 31, TO MARCH 31,
--------- ------------
1997 1996 1997 1996
--------- ---- ------------ ------------
<S> <C> <C> <C> <C>
Cash flows from financing activities
Proceeds for bonds unissued $ -- $ -- $ 190,000 $ 190,000
Repayments for bonds unissued -- -- (3,000) (3,000)
Proceeds for common stock unissued 239,530 -- 550,530 271,000
Principal payments of note payable (10,000) -- (317,000) (72,000)
Proceeds from issuance of note payable -- -- 834,444 789,444
Decrease in capitalized organization costs -- -- (7,453) (7,453)
Proceeds from issuance of preferred stock -- -- 1,105,000 600,000
Proceeds from issuance of common stock -- -- 9,191,079 9,181,079
--------- ---- ------------ ------------
Net cash provided by financing activities $ 229,530 $ -- $ 11,543,600 $ 10,949,070
--------- ---- ------------ ------------
Net increase (decrease) in cash and cash equivalents -- -- 260 260
Cash and cash equivalents, beginning 260 260 -- --
--------- ---- ------------ ------------
Cash and cash equivalents, ending $ 260 $260 $ 260 $ 260
========= ==== ============ ============
Schedule of noncash financing transactions:
Issuance of common stock from Loan Receivable: $ 70,000 $ -- $ 70,000 $ --
========= ==== ============ ============
</TABLE>
The accompanying note is an integral part of these financial statements.
7
<PAGE> 8
BIOSONICS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF SHAREHOLDERS' EQUITY - PAID-IN CAPITAL
NOVEMBER 13, 1980 (INCEPTION) TO MARCH 31, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
DATE STOCK PRICE
ISSUED NUMBER OF SHARES PER SHARE AMOUNT RECEIVED NOTES
------ ---------------- --------- --------------- -----
<S> <C> <C> <C> <C>
1/13/81 150,000,000 $.0001 $ 15,001 (A)
1/31/81 4,400,000 .025 110,000 (B)
1981 400,000 .025 10,000 (C)
1981 20,000,000 .05 1,000,000 (B)
1982 20,000 .40 8,000 (C)
1982 97,500 .20 19,500 (C)
1982 1,000,000 .06 60,100 (D)
1983 52,500 .20 10,500 (C)
1983 75,000 .305 22,875 (E)
1983 25,000 .235 5,875 (E)
1983 20,000 .50 10,000 (C)
12/29/83 7,300,000 .50 3,650,000 (F)
1984 390 1.00 390 (G)
1984 5,948 .50 2,975 (G)
1984 1,000 .375 375 (C)
1984 72,500 .25 18,125 (C)
1984 2,000 .375 750 (H)
1984 4,000 .25 1,000 (C)
1984 350,000 .20 70,000 (C)
1985 26,500 .281 7,453 (C)
1985 20,000 .25 5,000 (H)
1985 500 .50 250 (G)
1985 5,000 .344 1,719 (C)
1985 50 1.00 50 (G)
1985 2,000 .375 750 (H)
1985 7,500 .156 1,172 (C)
1986 6,882 .50 3,472 (G)
1986 85,000 .1875 15,938 (H)
1986 11,650 .281 3,276 (H)
1986 100,000 .219 21,875 (H)
1986 10,665,000 .181 1,929,737 (I)
1986 202,000 .156 31,562 (H)
1986 70,000 .313 21,875 (H)
1986 134,855 .20 26,939 (H)
1987 7,613,551 .20 1,522,710 (G)
1987 476,110 .295 140,478 (H)
1987 7,000 .159 1,113 (B)
1987 15,000 .312 4,687 (C)
1987 240,000 .20 48,000 (B)
1987 100,000 .218 21,875 (C)
1988 125,000 .25 31,250 (C)
1988 2,500 .218 547 (H)
1988 10,000 .20 2,000 (G)
1988 100,000 .25 25,000 (B)
1988 4,227,000 .20 845,400 (B)
</TABLE>
The accompanying note is an integral part of these financial statements.
8
<PAGE> 9
BIOSONICS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF SHAREHOLDERS' EQUITY - PAID-IN CAPITAL (CONTINUED)
NOVEMBER 13, 1980 (INCEPTION) TO MARCH 31 , 1997
(UNAUDITED)
<TABLE>
<CAPTION>
DATE STOCK PRICE
ISSUED NUMBER OF SHARES PER SHARE AMOUNT RECEIVED NOTES
------ ---------------- --------- --------------- -----
<S> <C> <C> <C> <C>
1988 25,000 .156 3,906 (C)
1988 11,000 .013 143 (H)
1989 400,000 .080 32,000 (B)
1989 3,000 .0938 282 (H)
1989 100,000 .080 8,000 (B)
1990 25,000 .010 250 (H)
1990 20,311,000 .010 203,110 (B)
1990 10,500,000 .010 105,000 (B)
1991 1,100,000 .010 11,000 (B)
1991 100,000 .010 1,000 (H)
1991 48,000 .0625 3,000 (J)
1991 32,000 .0625 2,000 (J)
1991 1,100,000 .010 11,000 (J)
1991 1,100,000 .010 11,000 (B)
1991 400,000 .010 4,000 (C)
1996 1,250,000 .08 100,000 (K)
1996 11,375,000 .0286 325,000 (K)
1996 16,100,000 .05 805,000 (K)
1996 1,300,000 .01 13,000 (L)
1996 12,900,000 .02 258,000 (L)
1996 300,000 .03 9,000 (M)
1996 280,000 .05 14,000 (M)
1996 400,000 .08 32,000 (M)
1996 100,000 .065 6,500 (M)
1996 250,000 .085 21,250 (M)
1996 (15,368,820) - 0 - (N)
1996 420,000 .0238 10,000 (L)
1996 11,150,000 .02 223,000 (L)
1996 428,600 .035 15,000 (L)
1996 250,000 .04 10,000 (L)
1996 1,075,220 .05 53,761 (L)
1996 350,000 .0258 9,032 (J)
1996 1,695,000 .0345 59,175 (J)
1996 75,000 .04 3,000 (O)
1996 200,000 .05 10,000 (B)
1997 550,000 .05 27,500 (M)
1997 200,000 .05 10,000 (O)
1997 5,000,000 .01 50,000 (P)
1997 1,000,000 .02 20,000 (P)
</TABLE>
<TABLE>
<S> <C> <C>
TOTAL SHARES - COMMON STOCK 294,613,936
===========
TOTAL PAID-IN CAPITAL $12,209,504
LESS: Offering Expenses 473,495
-----------
NET PAID-IN CAPITAL - COMMON STOCK $11,736,009
</TABLE>
The accompanying note is an integral part of these financial statements.
9
<PAGE> 10
BIOSONICS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF SHAREHOLDERS' EQUITY - PAID-IN CAPITAL (CONTINUED)
NOVEMBER 13, 1980 (INCEPTION) TO MARCH 31 , 1997
(UNAUDITED)
NOTES
(A) $1 additional was paid on stock certificate #3.
(B) Cash purchases.
(C) Represents stock issued in consideration for services rendered. The value
assigned was based on the fair market value of the stock on the date the
transaction was authorized.
(D) 1,000,000 common stock warrants were issued to the underwriter, Monarch
Funding Corporation, at par value ($.0001). On November 15, 1982, these
warrants were exercised at $.06 per share.
(E) Represents stock issued in consideration for services rendered and $7,500
cash. The value assigned was based on the fair market value of the stock on
the date the transaction was authorized.
(F) Stock issued as part of unit offering. Each unit consisted of 2 shares
common stock, 2 Series "A" warrants and 1 Series "B" warrant. No separate
value was assigned to the warrants.
(G) Issued pursuant to the exercise of warrants described in (F).
(H) Issued pursuant to the employee incentive stock bonus plan.
(I) Issued as part of an offering completed March 26, 1986 for cash and
redemption of warrants described in (F).
(J) Liabilities converted to common stock.
(K) Preferred Stock transferred to Common Stock as per agreement.
(L) Issued stock for monies received during time when common stock was not able
to be issued.
(M) Issued stock as payment for services rendered.
(N) Shares contributed by IMRCH.
(O) Issued stock as payment for interest on loans received.
(P) Issued pursuant to exercising stock purchase option.
The accompanying note is an integral part of these financial statements.
10
<PAGE> 11
BIOSONICS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTE TO FINANCIAL STATEMENTS
MARCH 31 , 1997
Note 1 - The unaudited financial statements presented herein have been
prepared in accordance with the instructions to Form 10-Q and do
not include all of the information and note disclosures required
by generally accepted accounting principles. These statements
should be read in conjunction with the financial statements and
notes thereto included in the Company's Form 10-K annual report
for the year ended December 31, 1996. In the opinion of
management, these financial statements include all adjustments,
consisting only of normal recurring adjustments, necessary to
summarize fairly the Company's financial position and results of
operations. The results of operations for the nine-month period
ended March 31, 1997 may not be indicative of the results that
may be expected for the year ending December 31, 1997.
11
<PAGE> 12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Liquidity and Capital Resources
Biosonics' primary sources of funds to date have been proceeds from the sale of
its securities and investment income on such proceeds, including loans and
advances for security purchases through offerings.
During this reported period, Biosonics has issued Common Stock shares as
follows: (a) 310,000 shares at $.05 per share for payment of financial
consulting services, (b) 12,000 shares at $.05 per share for payments to Dr.
Talal as final payment for his advisory board services, (c) 10,000 shares at
$.05 per share for interest payment on one loan established in 1991; and (d)
5,000,000 shares at $.01 per share plus 1,000,000 shares at $.02 per share were
issued to two investors respectively in exercise of stock options, for which the
company received promissory notes in the principal amount of the purchase price
and for which such shares are being held as collateral.
Biosonics is currently effecting a private placement of common stock to a
limited number of accredited investors for which it received subscriptions for
$279,530 to date, for 5,590,600 shares of common stock at $.05 per share
pursuant to the exemption afforded under Section 4(2) and Regulation D under the
Securities Act of 1933.
The Company does not have any material commitments for capital expenditures,
although the Company may make capital expenditures during 1997 in connection
with the manufacture of the Cystotron Systems, if funds are available. The
extent of the development or testing, if any, of the Company's other devices
will depend on the availability of funds, and there is no assurance that
development or testing of the devices will occur or be successful.
Results of Operations
Net development stage expenses for the three months ended March 31, 1997
$185,910 were higher than those for the comparable periods of the prior year
$116,359 due to funds spent on consulting services, and expenses relating to
Biosonics' participation in the Medical Device Industry conference, also the
preparation of Cystotron devices and consulting fees regarding the engineer
hired to prepare Biosonics for manufacturing the Cystotron devices. Other
development stage expenses include primarily salaries, rent, supplies, transfer
agent fees, manufacturing, marketing, public relations and travel expenses. The
Company's professional fees for the three months ended March 31, 1997 of $40,742
were higher than $18,956 of professional fees for the comparable period of the
prior year due to legal, accounting and $30,000 of consulting expenses incurred.
The Company's sales for the three months ended March 31, 1997 were $5,625 as
compared to $17,516 for the same period of the prior year. The decrease in sales
resulted primarily from not having available funds to continue the marketing
program for its SALITRON System.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
12
<PAGE> 13
ITEM 2. CHANGES IN SECURITIES.
During this reported period, Biosonics has issued Common Stock shares as
follows: (a) 310,000 shares at $.05 per share for payment of financial
consulting services, (b) 12,000 shares at $.05 per share for payments to Dr.
Talal as final payment for his advisory board services, (c) 10,000 shares at
$.05 per share for interest payment on one loan established in 1991; and (d)
5,000,000 shares at $.01 per share plus 1,000,000 shares at $.02 per share were
issued to two investors respectively in exercise of stock options, for which the
company received promissory notes in the principal amount of the purchase price
and for which such shares are being held as collateral.
Biosonics is currently effecting a private placement of common stock to a
limited number of accredited investors for which it received subscriptions for
$279,530 to date, for 5,590,600 shares of common stock at $.05 per share
pursuant to the exemption afforded under Section 4(2) and Regulation D under the
Securities Act of 1933.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
*3.1 Articles of Incorporation as amended (Registrant's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996).
*3.5 By-laws of Registrant, as amended. (Exhibit to
Registrant's Annual Report or Form 10-K for the year ended
December 31, 1983 ["1983 Form 10-K"]).
27 Financial Data Schedule
(b) Reports on Form 8-K:
None
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 thereunder duly authorized.
BIOSONICS, INC.
Date: May ________, 1997 By: /s/ Jack Paller
------------------------------------
Jack Paller, President, Chairman
and Executive Officer, Principal
Financial Officer and Principal
Accounting Officer and Sole
Director.
13
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000352715
<NAME> BIOSONICS, INC.
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<EXCHANGE-RATE> 1
<CASH> 260
<SECURITIES> 0
<RECEIVABLES> 80,446
<ALLOWANCES> 2,000
<INVENTORY> 64,045
<CURRENT-ASSETS> 148,596
<PP&E> 254,806
<DEPRECIATION> 241,300
<TOTAL-ASSETS> 170,533
<CURRENT-LIABILITIES> 2,372,319
<BONDS> 278,000
0
0
<COMMON> 29,461
<OTHER-SE> (2,201,786)
<TOTAL-LIABILITY-AND-EQUITY> 170,533
<SALES> 5,625
<TOTAL-REVENUES> 6,617
<CGS> 3,404
<TOTAL-COSTS> 145,168
<OTHER-EXPENSES> 40,742
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 19,208
<INCOME-PRETAX> (182,697)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (182,697)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
