<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 1998
Commission File Number 0-23553
PHOTOGEN TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
NEVADA 36-4010347
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7327 OAK RIDGE HIGHWAY, SUITE B
KNOXVILLE, TN 37931
(Address of principal executive offices)
(Zip Code)
(423) 769-4012
(Registrant's telephone number including area code)
Check whether the issuer (1) has filed all reports required to be filed by
section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past 90 days:
YES: /X/ NO: / /
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 36,875,000 SHARES OF COMMON
STOCK, $.001 PAR VALUE PER SHARE, ISSUED AND OUTSTANDING AS OF MARCH 31, 1998.
NO SHARES OF PREFERRED STOCK, $.01 PAR VALUE PER SHARE, WERE ISSUED OR
OUTSTANDING AS OF THAT DATE.
Transitional Small Business Disclosure Format:
YES: / / NO: /X/
<PAGE>
INDEX
PAGE
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) . . . . . . . . . . . . 1
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION OR PLAN OF OPERATION . . . . . . . . 8
PART II - OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . 13
ITEM 5. OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . 13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K . . . . . . . . . . . . 13
i
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PHOTOGEN TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS
MARCH 31, DECEMBER 31,
1998 1997
(UNAUDITED) (AUDITED)
---------- ---------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 309,325 $ 82,631
Interest receivable 156,971 21,402
Prepaid expenses 4,082 8,164
Marketable securities 205,412 409,238
----------- ----------
TOTAL CURRENT ASSETS
675,790 521,435
UNITED STATES TREASURY
NOTES, TOTAL FACE VALUE
$7,937,000 and $1,538,000 7,988,046 1,531,413
EQUIPMENT AND LEASEHOLD
IMPROVEMENTS 243,709 194,252
PATENT COSTS 54,835 37,273
----------- ----------
TOTAL ASSETS $ 8,962,380 $2,284,373
----------- ----------
----------- ----------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 170,464 $ 118,233
Current portion of
obligations under capital
leases 17,944 18,626
----------- ----------
TOTAL CURRENT LIABILITIES $ 188,408 $ 136,859
----------- ----------
----------- ----------
OBLIGATION UNDER CAPITAL
LEASES 55,789 60,469
</TABLE>
SEE NOTES TO CONDENSED FINANCIAL STATEMENTS.
1
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
SHAREHOLDERS' EQUITY
Preferred stock; par value
$.01 per share; 5,000,000
shares authorized; none
issued - -
Common stock; par value
$.001 per share;
150,000,000 shares
authorized; 36,875,000
and 36,000,000 shares
issued and outstanding 36,875 36,000
Additional paid-in capital 9,606,651 2,607,526
Deficit accumulated during
the development stage
after recapitalization (925,343) (556,481)
----------- ----------
TOTAL SHAREHOLDERS' EQUITY 8,718,183 2,087,045
----------- ----------
$8,962,380 $2,284,373
----------- ----------
----------- ----------
</TABLE>
SEE NOTES TO CONDENSED FINANCIAL STATEMENTS
2
<PAGE>
PHOTOGEN TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS CUMULATIVE
ENDED ENDED AMOUNTS FROM
MARCH 31, MARCH 31, NOVEMBER 3,
1998 1997 1996
(UNAUDITED) (UNAUDITED) (UNAUDITED)
------------ ----------- -----------
<S> <C> <C> <C>
REVENUES
Investment Income $ 55,571 $ -0- $ 162,704
EXPENSES
General and administrative 424,433 3,511 1,088,047
------------ -------- -----------
NET INCOME (LOSS) $ (368,862) $ (3,511) $ (925,343)
------------ -------- -----------
------------ -------- -----------
PRIMARY NET INCOME (LOSS)
PER COMMON SHARE $ (.01) $ -0-
------------ --------
------------ --------
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING $ 36,184,722 $ -0-
------------ --------
------------ --------
</TABLE>
SEE NOTES TO CONDENSED FINANCIAL STATEMENTS
3
<PAGE>
PHOTOGEN TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS CUMULATIVE
ENDED ENDED AMOUNTS FROM
MARCH 31, MARCH 31, NOVEMBER 3,
1998 1997 1996
(UNAUDITED) (UNAUDITED) (UNAUDITED)
------------ ----------- -----------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $ (368,862) $ (3,511) $ (925,343)
Depreciation 7,425 - 24,941
Realized gain on United
States Treasury Notes - - (29,737)
Loss on securities 3,826 - 13,091
Changes in operating
assets and liabilities:
Prepaid expense 4,082 - (4,082)
Interest receivable (135,569) - (156,971)
Accounts payable 52,231 - 170,464
----------- --------- -----------
NET CASH PROVIDED (USED)
BY OPERATING ACTIVITIES (436,867) (3,511) (907,637)
INVESTING ACTIVITIES
Sale of marketable
securities 200,000 - 1,964,464
Purchase of marketable
securities - - (2,182,967)
Purchase of United
States Treasury Notes (7,076,213) - (9,121,089)
Sale of United States
Treasury Notes 619,580 - 2,259,430
Purchase of capital
assets (56,882) - (186,049)
Patent costs (17,562) - (54,897)
----------- --------- -----------
NET CASH PROVIDED (USED)
BY INVESTING ACTIVITIES (6,331,077) -0- (7,321,108)
FINANCING ACTIVITIES
Proceeds from issuance
of common stock 7,000,000 -0- 7,006,313
Proceeds from capital
contributions by
stockholders - 3,511 1,911,674
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS CUMULATIVE
ENDED ENDED AMOUNTS FROM
MARCH 31, MARCH 31, NOVEMBER 3,
1998 1997 1996
(UNAUDITED) (UNAUDITED) (UNAUDITED)
------------ ----------- -----------
<S> <C> <C> <C>
Cost of recapitalization - - (371,111)
Principal payments on
capital lease
obligations (5,362) - (8,806)
----------- --------- -----------
NET CASH PROVIDED (USED)
BY FINANCING ACTIVITIES 6,994,638 3,511 8,538,070
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS 226,694 -0- 309,325
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 82,631 - -
----------- --------- -----------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 309,325 $ -0- $ 309,325
----------- --------- -----------
----------- --------- -----------
</TABLE>
SEE NOTES TO CONDENSED FINANCIAL STATEMENTS
5
<PAGE>
PHOTOGEN TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
Additional During The
Common Stock Members' Paid-In Development
Shares Amount Capital Capital Stage Total
------ ------ ------- ------- ----- -----
<S> <C> <C> <C> <C> <C> <C>
BALANCE AT
JANUARY 1, 1997 - $ - $ 5,489 $ - $ - $ 5,489
NET LOSS AND CAPITAL
CONTRIBUTIONS FOR
THE PERIOD
JANUARY 1, 1997
TO MAY 15, 1997 - - 3,511 - (3,511) -
---------- ------- ------- ---------- ---------- ----------
BALANCE AT
MAY 15, 1997 - - 9,000 - (3,511) 5,489
ISSUANCE OF STOCK
FOR CASH 6,312,833 6,313 - 1,797,137 - 1,803,450
EFFECT OF
RECAPITALIZATION
AND MERGER 29,687,167 29,687 (9,000) 1,181,500 1,732 1,203,919
COST ASSOCIATED
WITH
RECAPITALIZATION
AND MERGER - - - (371,111) - (371,111)
NET LOSS FOR THE
PERIOD MAY 16,
1997 TO DECEMBER 31, 1997 - - - - (554,702) (554,702)
---------- ------- ------- ---------- ---------- ----------
BALANCE, AT
DECEMBER 31, 1997 36,000,000 $36,000 $ - $2,607,526 $(556,481) $2,087,045
---------- ------- ------- ---------- ---------- ----------
---------- ------- ------- ---------- ---------- ----------
Issuance of Stock
for cash 875,000 875 - 6,999,125 - 7,000,000
Net Loss for Three
Months Ended
March 31, 1998 - - - - (368,862) (368,862)
---------- ------- ------- ---------- ---------- ----------
Balance at
March 31, 1998 $36,875,000 $36,875 - $9,606,651 $(925,343) $8,718,183
</TABLE>
SEE NOTES TO CONDENSED FINANCIAL STATEMENTS
6
<PAGE>
PHOTOGEN TECHNOLOGIES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 1998
1. BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information pursuant to Regulation S-B. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the three months ended March 31, 1998 and are not necessarily
indicative of the results that may be expected for the year ended December 31,
1998.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN
OF OPERATION
UNCERTAINTIES RELATING TO COMPANY. Since the Company acquired Photogen,
Inc. in May 1997, the Company has been principally engaged in the research and
development of drugs and medical device products for use in photodynamic
therapy. The Company has not completed development of any product at this
time. Portions of the discussion in this Item 2 contain forward looking
statements and are subject to the Risk Factors described in Item 5 below.
RESULTS OF OPERATIONS. The Company has not generated revenues from the sale
of any proposed products or other operations, and has continued to experience
losses. The Company's net loss for the three month period ended March 31, 1998
was $368,862, compared to a loss of $3,511 for the three months ended March 31,
1997. The losses are attributable primarily to expenses related to pursuing
patent protection for the Company's technology, acquiring equipment and
commencing animal studies, expenses incurred in the Company's recent private
placement, and other general and administrative costs. The Company expects to
continue to incur increasing losses for at least the next several years as it
intensifies its research and development, clinical testing, regulatory approval
activities and engages the manufacture and/or sale of any products that the
Company may develop. The Company's revenue for the three month period ended
March 31, 1998 was $55,571, compared to no revenues during the three months
ended March 31, 1997, and resulted primarily from investment income on the
proceeds from the sale of common stock in the Company's 1997 restructuring and
its 1998 private placement. The proceeds of the sales of the Company's common
stock are invested primarily in United States Government obligations. Because
the Company has no revenues from operations at this time, investment of such
funds in that manner is necessary to enable the Company to avoid becoming
subject to the Investment Company Act of 1940.
LIQUIDITY; CAPITAL RESOURCES. On March 13, 1998, the Company completed a
private placement of 875,000 shares of common stock for $8.00 a share to a
number of accredited investors. The Company received $7,000,000 in gross
proceeds from this offering. The Company expects to use the proceeds from the
sale of the common stock (net of legal, accounting and other expenses related
to the offering estimated to be approximately $50,000), over the next 18 to 24
months, for corporate overhead and operating expenses, animal and clinical
trials, the purchase or lease of scientific and laboratory equipment, legal and
regulatory consulting fees and for other working capital purposes, assuming the
Company has no revenues during that period.
PATENT AND OPERATIONAL MATTERS. The Company is continuing to pursue patent
protection for its imaging technology with the U. S. Patent and Trademark
Office, and in various foreign jurisdictions. The Company is also continuing
its animal studies to examine the efficacy of activating PHOTOPHRIN (R) in
laboratory mice using the Company's proprietary simultaneous two photon
activation technology. (PHOTOFRIN(R) is a photoactive agent produced by QLT
PhotoTherapeutics, Inc.) The Company recently announced that the preliminary
results of the animal studies demonstrated that the Company achieved
noninvasive activation of PHOTOPHRIN(R) by using light at 730 nm. These
preliminary results were reported in the
8
<PAGE>
Company's March 5, 1998 Current Report on Form 8-K filed with the Securities
and Exchange Commission.
PLAN OF OPERATION. During the next twelve months, the Company will continue
with animal trials and evaluation of its proprietary photoactive agent
candidates, pursuing patent protection and seeking potential collaboration
candidates. The Company expects to spend an additional approximately $250,000
to acquire the laboratory instruments necessary to support animal clinical
trials, and development of its proprietary photoactive agent and targeting
systems. The Company anticipates further expenditures for additional employees
and equipment to be minimal until the final results of the animal testing are
known. The animal studies contract includes the Company's use of personnel
employed by the testing facility. In addition, the Company raised $7,000,000
in a private placement that was completed on March 13, 1998. For these
reasons, the Company believes it has enough cash resources for its currently
anticipated needs during the next eighteen to twenty-four months and will not
have to raise additional funds; however, complete development and
commercialization of the Company's technology will require substantial
additional funds. See "Risk Factors" in Item 5, below.
PART II - OTHER INFORMATION
ITEM 5. OTHER INFORMATION
AWARD OF GRANT. The Company was recently awarded a Phase 1 Small Business
Innovation Research Project grant for $98,000 from the National Institutes of
Health National Cancer Institute to evaluate the capability of the Company's
proprietary simultaneous two photon excitation technology to achieve reductions
in cancerous tumor size using porphyrins and psoralen derivatives.
RISK FACTORS
The Company cannot provide assurances that it will successfully achieve its
goals or the commercial development of its technology in the foreseeable
future. The Company's success in this regard must at this time be deemed
speculative. This Form 10-QSB and other announcements and documents of the
Company contain forward-looking statements which involve risks, uncertainties
and other factors that may cause the Company's actual results or performance to
differ materially from any results or performance expressed or implied by such
forward-looking statements. The statements under the caption "Risk Factors"
are intended to serve as cautionary statements within the meaning of the
Private Securities Litigation Reform Act of 1995 and should be read in
conjunction with the forward-looking statements in this Report and statements
presented elsewhere by management of the Company. Factors that could cause or
contribute to those differences include the following:
9
<PAGE>
DEVELOPMENT STAGE COMPANY; NO PRODUCTS. The Company and its technology are
in an early stage of development. The Company does not have any products for
sale and has not generated revenues from sales. The Company does not expect to
achieve revenues for at least several years. The products currently
contemplated for development by the Company will require significant additional
research and development, preclinical and clinical testing and regulatory
approval prior to commercialization. There can be no assurances that the
Company's research or product development efforts will be successfully
completed, or that any resulting products will be successfully transformed into
marketable products, that required regulatory approvals can be obtained, that
products can be manufactured at an acceptable cost and with appropriate
quality, that any approved products can be successfully marketed, or that any
products will be favorably accepted in the market.
HISTORY OF LOSSES; NO ASSURANCE OF FUTURE PROFITS; NO DIVIDENDS. The
Company and its predecessors have not declared or paid any cash dividends to
stockholders, and the Company does not expect to do so in the foreseeable
future. The Company expects to incur substantial and increasing losses for at
least the next several years as its financial resources are used for research
and development, preclinical and clinical testing and regulatory activities,
manufacturing, marketing and related expenses. The Company cannot provide
assurances that it will be able to achieve profitability in the future.
UNPROVEN SAFETY AND EFFICACY; NO CLINICAL TRIALS. None of the Company's
proposed drug and device products have completed the extensive preclinical and
clinical testing for efficacy and safety in animals and humans required for
regulatory approval prior to commercial use. This process may take at least
several years, and the Company may encounter problems or delays. If clinical
trials are successful, there can be no assurances that the Company's proposed
products will demonstrate sufficient safety or efficacy to warrant approval by
the Food and Drug Administration or other domestic or foreign regulatory
authorities or that any approvals will cover the clinical indications for which
the Company may seek approval.
RELIANCE ON THIRD PARTIES, COLLABORATIVE RELATIONSHIPS AND EMPLOYEES. The
Company does not have manufacturing or clinical testing facilities for its
proposed products. The Company intends to enter into collaborative
relationships with third parties in connection with the research and
development, preclinical and clinical testing, manufacturing, marketing and
distribution of its proposed products. The Company initially will also be
dependent on third parties for supply of laser products and for supplies of
photodynamic drugs. There can be no assurances that the Company will be able
to negotiate acceptable collaborative and supply arrangements or that
collaborative arrangements will result in marketable products. In addition,
there can be no assurances that collaborative relationships will not limit or
restrict the Company or give the Company an adequate supply of necessary
resources. Further, there can be no assurances that the Company's
collaborative partners will not develop or pursue alternative technologies
either on their own or with others, including the Company's competitors, as a
means of developing or marketing products for the diseases targeted by the
collaborative programs and the Company's
10
<PAGE>
proposed products. The Company is also highly dependent upon six employees
for scientific and management expertise.
SUBSTANTIAL ADDITIONAL FINANCING REQUIRED. The Company has incurred
negative cash flows from operations since its inception and will expend
substantial funds in connection with its research and development programs.
The Company will require substantial additional funding (the amount of which
cannot be accurately estimated at this time; however, the amount could be at
least $50 million) to continue or undertake its research and development
activities, clinical testing and manufacturing, marketing, sales, distribution
and administrative activities. Depending on market conditions, the Company
will attempt to raise additional capital through equity and debt offerings,
collaborative relationships and other available sources. No assurances can be
given that additional funds will be available on acceptable terms (if at all)
or the extent of dilution to existing stockholders that may result from such
offerings.
SUBSTANTIAL COMPETITION. Many of the Company's competitors have
substantially greater financial, technical and human resources than the Company
and, alone or with collaborative partnerships, have substantially greater
experience in developing products, conducting preclinical or clinical testing,
obtaining regulatory approvals and manufacturing and marketing.
UNCERTAINTIES REGARDING REIMBURSEMENT AND HEALTH CARE REFORM. Third party
payors (including health insurers, managed care entities and similar
organizations) are increasingly challenging the price of medical procedures and
services and establishing protocols which may limit physicians' selections of
products and procedures. The extent to which third party payors will provide
reimbursement for health care procedures and services (especially those using
innovative technologies) is uncertain, and there can be no assurances that
adequate reimbursement coverage will be available to enable the Company to
achieve market acceptance of its proposed products or to maintain price levels
sufficient for realization of an appropriate return on its proposed products.
UNCERTAINTIES REGARDING PATENT MATTERS. The Company's success will depend,
in part, on its ability to obtain, assert and defend its patents, protect trade
secrets and operate without infringing the proprietary rights of others. There
is a risk that some of the Company's patent applications will not result in
issued patents; and there is a risk that any issued patents will not provide
the Company with proprietary protection or competitive advantages, will be
designed around by others, will be challenged by others and held to be invalid
or unenforceable or that the patents of others will have a material adverse
effect on the Company. The Company's current technology and any related
patents are subject to two Confirmatory Licenses in favor of the United States
Government as required by applicable regulations, in which the Company granted
an irrevocable license to the Government to use the technology under certain
circumstances and granted certain "march-in rights" (permitting the Department
of Energy to make use of the technology under certain circumstances). The
Company also seeks to protect its proprietary technology and processes in part
by confidentiality agreements; however, there can be no assurances that these
agreements will not
11
<PAGE>
be breached, that the Company will have adequate remedies for any breach, or
that the Company's trade secrets will not otherwise become known or be
independently discovered by competitors.
CONTROL BY EXISTING STOCKHOLDERS. As of March 31, 1998, the Company's
officers, directors and principal stockholders beneficially owned approximately
93.8% of the outstanding common stock. The Company's principal stockholders
are also parties to a Voting Agreement concerning the election of certain
designees to the Board of Directors of the Company and Photogen, Inc. These
stockholders will be able to elect the Company's directors and will have the
ability to influence significantly the Company and the direction of its
business and affairs. Such concentration of ownership may delay or prevent a
change in control of the Company, and may also result in the scarcity of
outstanding shares currently available for purchase on the open markets. These
factors may affect the market and the market price for the common stock in ways
that do not reflect the intrinsic value of the Company's stock.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits. The following exhibits are furnished with this Form 10-QSB:
Exhibit Description
------- -----------
27 Financial Data Schedule of Photogen Technologies, Inc.
(b) Reports on Form 8-K.
The following reports on Form 8-K were filed in the three month period
ended March 31, 1998:
1. Report on Form 8-K dated March 5, 1998, disclosing the Company's
announcement that Dr. Eric Wachter would be presenting the preliminary
results of the Company's current animal studies.
2. Report on Form 8-K dated March 12, 1998 disclosing the Company's
announcement of its completion of a private placement of 875,000 shares
of its common stock for $8.00 per share to a number of accredited
investors.
12
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Photogen Technologies, Inc.
/s/ John T. Smolik
-----------------------------------
Date: May 14, 1998 John T. Smolik, President
13
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
27 Financial Data Schedule of Photogen Technologies, Inc.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-QSB
FOR THE QUARTERLY PERIODS ENDED MARCH 31, 1998 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 309,325
<SECURITIES> 8,193,458
<RECEIVABLES> 161,053
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 8,663,836
<PP&E> 298,544
<DEPRECIATION> 0
<TOTAL-ASSETS> 8,962,380
<CURRENT-LIABILITIES> 188,408
<BONDS> 55,789
0
0
<COMMON> 36,875
<OTHER-SE> 8,681,308
<TOTAL-LIABILITY-AND-EQUITY> 8,962,380
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (368,862)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (368,862)
<INCOME-TAX> 0
<INCOME-CONTINUING> (368,862)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (368,862)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> (.01)
</TABLE>
