UNITED STATES
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 QUARTERLY PERIOD ENDED MARCH 31, 1998
FORELAND CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA 87-0422812
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
12596 W. BAYAUD AVENUE
SUITE 300, LAKEWOOD, COLORADO 80228
(Address of principal executive offices) (Zip Code)
(303) 988-3122
(Registrant's Telephone number, including area code)
NOT APPLICABLE
(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 issuer's classes
of common stock as of the latest practicable date.
As of May 13, 1998, the Company had outstanding 8,542,255 shares of its
common stock, par value $0.001 per share.
<PAGE>
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The consolidated condensed financial statements included herein have been
prepared by Foreland Corporation (the "Company"), without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted. However, in the opinion of management, all adjustments
(which include only normal recurring accruals) necessary to present fairly the
financial position and results of operations for the periods presented have been
made. These consolidated condensed financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's annual report on Form 10-K for the period ended December 31, 1997.
<PAGE>
FORELAND CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
MARCH 31, 1998 DEC. 31, 1997
-------------- -------------
ASSETS
Current assets:
Cash and cash equivalents................... $ 3,752,951 $ 40,631
Accounts receivable - trade................. 221,102 245,041
Inventory................................... 103,029 61,108
Prepaid expenses and other.................. 7,653 11,998
----------- ---------
Total current assets.................. 4,084,735 358,778
Property and equipment, at cost:
Oil and gas properties, under the
successful efforts method.................. 12,433,941 11,878,336
Other property and equipment................ 364,792 362,171
----------- ---------
12,798,733 12,240,507
Less accumulated depreciation, amortization,
depletion, and impairment................... (5,497,410) (5,346,333)
7,301,323 6,894,174
Other assets:
Option to acquire Petro Source Refinery..... 528,262 520,000
Deposits and other.......................... 657,854 180,220
----------- ---------
Total other assets........... 1,186,116 700,220
Total assets................................... $12,572,174 $ 7,953,172
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses....... $ 634,651 $ 424,769
Current maturities of long-term debt........ 205,727 25,301
Oil and gas sales payable................... 40,169 39,587
Officers' salaries payable.................. 386,305 364,276
----------- ---------
Total current liabilities............. 1,266,852 853,933
Long-term debt................................. 4,682,606 642,951
Stockholders' Equity:
Preferred Stock, $0.001 par value, 5,000,000
shares authorized.
1991 Convertible Preferred Stock, 40,000
and 40,000 shares issued and outstanding,
respectively,li quidation preference
$1.25 per share......................... 40 40
1994 Convertible Preferred Stock, 165,140,
and 165,140 shares issued and outstanding,
respectively, liquidation preference
$2.00 per share......................... 165 165
1995 Convertible Preferred Stock, 421,103,
and 556,667 shares issued and outstanding,
respectively, liquidation preference
$1.50 per share......................... 421 557
Common Stock, $0.001 par value, 50,000,000
shares authorized; 8,520,922 and 8,467,703
shares issued and outstanding,
respectively............................. 8,521 8,468
Additional paid-in capital.................. 33,676,741 32,486,345
Less note and stock subscriptions
receivable................................. (318,145) (311,758)
Accumulated deficit......................... (26,745,027) (25,727,529)
----------- ---------
Total stockholders' equity............ 6,622,716 6,456,288
Total liabilities and stockholders' equity.....$ 12,572,174 $ 7,953,172
============ ===========
See accompanying notes to these consolidated financial statements.
<PAGE>
FORELAND CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED MARCH 31,
----------------------------
1998 1997
------------ -----------
REVENUES:
Oil and gas sales............................... $412,752 $690,878
Operator and well service sales................. -- 7,284
Other income, net............................... 59 2,087
----------- ---------
Total revenues............................ 412,811 700,249
EXPENSES:
Oil and gas production.......................... 447,191 221,057
Oil and gas exploration......................... 258,045 219,611
Well service costs.............................. 304 399
Dry hole, abandonment, and impairment costs ... 72,573 6,096
General and administrative...................... 207,039 218,114
Shareholder / investor services
Other........................................ 40,618 83,134
Compensation - below market options............. 6,164 16,475
Depreciation, depletion, and amortization....... 156,778 159,575
----------- ---------
Total expenses............................ 1,188,712 924,461
----------- ---------
Net operating loss............................. (775,901) (224,212)
Other income (expense):
Interest income................................. 46,924 34,526
Interest expense................................ (291,984) (27,008)
Gain on sale of assets.......................... 3,460 --
----------- ---------
Net loss........................................... $(1,017,501) $(216,694)
Preferred stock dividends
Accrued......................................... -- (51,188)
Imputed......................................... -- (130,130)
Net loss applicable to common stockholders......... $(1,017,501) $(404,012)
=========== =========
Net loss per common share.......................... $ (0.12) $ (0.06)
=========== =========
Weighted average number of common
shares outstanding.............................. 8,520,900 7,249,200
============ =========
See accompanying notes to these consolidated financial statements.
<PAGE>
FORELAND CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
THREE MONTHS ENDED MARCH 31,
-----------------------------
1998 1997
------------ -------------
Cash flow from operating activities:
Net loss....................................... $(1,017,501) $ (216,694)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation, depletion, and amortization...... 152,865 159,575
Dry hole, abandonment and impairment costs..... 72,573 6,096
Issuance of stock for services................. 18,150 --
Accrued note receivable interest income........ (6,381) (17,941)
Amortization of loan origination fee........... 159,792 987
Compensation - below market options............ 6,164 16,475
Gain on the sale of assets..................... (3,460) --
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable...................... 24,640 285,317
Advances to employees and officers....... (351) (516)
Inventory................................ (41,921) (11,823)
Prepaids and other.......................... (195,573) 6,207
Increase (decrease) in:
Accounts payable......................... 210,464 (185,435)
Salaries payable......................... 22,029 7,203
----------- -----------
Net cash provided by operating
activities........................... (598,510) 49,451
Cash flows from investing activities:
Additions to oil and gas properties............ (978,179) (728,460)
Purchase of other property..................... (4,949) (16,585)
----------- -----------
Net cash (used in) provided by
investing activities................. (983,128) (745,045)
Cash flows from financing activities:
Proceeds from exercise of warrants and options. 16,000 --
Proceeds from sale of assets................... 4,000 --
Proceeds from borrowing long-term debt......... 5,925,279 --
Repayment of long-term debt.................... (651,321) (101,316)
----------- -----------
Net cash provided by financing activities... 5,293,958 (101,316)
----------- -----------
Increase (decrease) in cash and
cash equivalents.............................. 3,712,320 (796,910)
Cash and cash equivalents, beginning of period.... 40,631 2,325,079
----------- -----------
Cash and cash equivalents, end of period.......... $ 3,752,951 $ 1,528,169
=========== ===========
Supplemental disclosures of cash flow information:
Cash paid for interest......................... $ 123,663 $ 19,805
=========== ===========
Value of warrants given as consideration
for long-term debt............................ $ 1,150,000 --
=========== ===========
See accompanying notes to these consolidated financial statements.
<PAGE>
FORELAND CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. OIL AND GAS PROPERTIES:
With the Company's continuous leasing program since 1986, it has
established what management believes is one of the best property positions in
Nevada. The Company's leasing program is coordinated with prospect generation
and exploration results. As areas of interest are identified, the Company
attempts to acquire leases or other exploration rights on what preliminarily
appears to be the most promising prospect areas in order to establish a
preemptive lease position prior to generating a specific drilling prospect. As
specific prospect evaluation advances, the Company may seek leases on additional
areas or relinquish leases on areas that appear less promising, thereby reducing
leasehold cost. The Company currently has approximately 166,400 gross acres
under lease.
2. ISSUANCE OF SECURITIES, COMMON STOCK OPTIONS, AND PURCHASE WARRANTS:
During the first quarter of 1998 the Company issued 4,031 shares of stock
for services received associated with consulting associated with the Company's
enhanced oil recovery project at Eagle Springs and for services of investor
information dissemination.
In March 1998, an employee exercised options for 4,000 shares.
During the quarter ended March 31, 1998, the holders of 135,564 shares of
the Company's 1995 Preferred Stock converted such preferred shares into 45,188
shares of Common Stock.
3. LONG TERM DEBT:
In January 1998, the Company completed a $16.9 million debt financing with
Energy Income Fund. The funds will be used in the enhanced oil recovery program
and development drilling in the Eagle Springs field, 3D seismic acquisition,
the drilling of 3D defined exploration targets, the acquisition of producing
properties, and to retire existing bank debt. In January 1998, the Company
borrowed $3,585,000 of its new available debt financing to fund the
implementation of a high pressure air injection program, including compressors
and buildings in the Company's Eagle Springs field, a 3D seismic program on the
Company's Pine Creek property, the retirement of existing bank debt and the
payment of closing costs. An additional $1,846,000 was placed into an escrow
account to fund the drilling and completion of two development wells and one
exploratory well.
Pursuant to the terms of the financing arrangement, the Company is
required to make payments of interest only through November 1998, after which
payments of principal and interest are required to amortize the indebtedness
generally over a 48-month period; provided, however, that the final payment of
all accrued but unpaid interest and the remaining principal balance is due on
January 1, 2002. The Company also agreed to transfer to Energy Income Fund a 3%
overriding royalty in the Company's interest in the Company's proved oil and gas
properties and a 1% overriding royalty interest in certain unproved properties.
Amounts due under the financing arrangement are collateralized by oil and
gas properties and the Company is required to maintain certain financial ratios
and comply with other terms and conditions while any balance of indebtedness
remains outstanding. The Company has issued to Energy Income Fund five-year
warrants to purchase 750,000 shares of common stock at $6.00 per share and
250,000 shares at $10.00 per share. The Company granted Energy Income Fund the
right to designate a representative for appointment to the board of directors of
the Company.
4. RELATED PARTY TRANSACTIONS:
The Company owed $386,305 in salaries and interest to two current officers
and directors, and a former officer and director, at March 31, 1998. The
Company also had outstanding loans to one current officer and director and two
former officers and directors in the amount of $296,648 as of such date.
In September 1997, the Company entered into new employment agreements with
its executive officers in order to provide to a prospective lender assurances
that key management personnel would have a strong incentive to remain in their
positions during the term of the loan. N. Thomas Steele and Bruce C. Decker are
employed at salaries of $125,000 and $119,000, respectively. The agreement with
Grant Steele provides a monthly salary of $6,000, $1,500 of which will be paid
in cash and $4,500 of which will accrue and will be paid only toward the payment
of the purchase price on the exercise of options held by him. The agreements for
N. Thomas Steele and Bruce C. Decker provide for a $48,000 increase in each such
executive officer's annual salary at such time as the Company achieves sustained
net oil production of at least 1,000 barrels per day for any calendar month. In
addition, each agreement provides for annual salary increases on each
anniversary by the percentage increase, if any, in the Consumer Price Index for
the prior year, or as otherwise determined by the board of directors. The
Company granted to each of such executive officers 10-year options to purchase
200,000 shares of Common Stock (50,000 shares in the case of Grant Steele) at an
exercise price of $2.50 per share and 10-year options to purchase 100,000 shares
each at $4.00 per share. All of such options were immediately vested to
purchase 25% of the covered shares and vest in equal increments on each of the
next succeeding three anniversary dates of the agreement. Each such employment
agreement is for a 36-month term and is automatically renewed each month for a
new 36-month term. The employment agreements contain covenants not to compete
for two years after termination of employment, restrictions on the disclosure of
confidential information, provisions for reimbursement of expenses and payment
of major medical insurance coverage, and an agreement of the Company to register
securities of the Company held by such persons at the request of the employees.
In the event of termination of employment resulting from a change in control not
approved by the board of directors, each executive will receive payment, in cash
or Common Stock, at the executive's option, in an amount equal to the
executive's base salary for the remaining term of his respective employment
agreement plus any incentive compensation previously earned. In addition, all
options held by the executive shall immediately become vested and exercisable
and the executive shall receive, in consideration of the cancellation of such
options, payment equal to the fair market value of the options granted under the
employment agreement times the number of unexercised options.
5. INCOME TAXES:
The Company adopted the liability method of accounting for income taxes as
prescribed by Statement of Financial Accounting Standards No. 109 (SFAS 109)
effective January 1993. Financial statements of prior years have not been
restated to apply the new method retroactively. The change in accounting method
had no effect on the net loss for 1993 or prior years.
The Company has had no taxable income under federal and state tax laws due
to operating losses since its inception; therefore, no provision for income
taxes has been made. At December 31, 1997, the Company has unused net operating
loss carry-forwards of approximately $31,500,000. This carryforward expires in
varying amounts from 1999 to 2012.
6. SUBSEQUENT EVENTS:
In April 1998 the Company plugged the Eagles Springs #14-35 well. This was
a step-out well that would have extended the Eagle Springs field had it been
capable of production. The target formation in this well was not encountered;
however, there were other formations that had oil shows but did not have the
required porosity for the Company to attempt a completion of this well.
In March 1998 the Company finished drilling the Eagle Springs #44-35 well.
This well has been completed and the well was attached to the Eagle Springs
production facility and began production in May 1998.
In May 1998 the Company announced the discovery of a new field through
drilling the Sand Dune #88-35 exploratory well. The Company is developing the
completion procedure that it believes is necessary to maximize the potential of
this well.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
CAUTION RESPECTING FORWARD-LOOKING INFORMATION
This report contains certain forward-looking statements and information
relating to the Company that are based on the Beliefs of management as well as
assumptions made by and information currently available to management. When
used in the document, the words "anticipate," "believe," "estimate," "expect,"
and "intend" and similar expressions, as they relate to the Company or its
management, are intended to identify forward-looking statements. Such
statements reflect the current view of the Company respecting future events and
are subject to certain risks, uncertainties, and assumptions, including the
risks and uncertainties noted. Should one or more of these risk or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those described herein as anticipated,
believed, estimated expected or intended.
OVERVIEW
This discussion should be read in conjunction with Management's Discussion
and Analysis of Financial Conditions and Results of Operations in the Company's
annual report on Form 10-K for the year ended December 31, 1997.
Foreland Corporation was organized in June 1985 to advance an exploration
project in the Great Basin and Range geologic province in Nevada that had been
initiated by Gulf Oil Corporation. To date, the Company has funded its
exploration program principally from debt and the sale of its equity securities.
The Company also benefits from capital provided by oil industry participants for
drilling and other exploration of certain oil prospects through joint
arrangements typical in the oil industry.
LIQUIDITY AND CAPITAL RESOURCES
The Company's operations during the first three months of 1998 used cash of
$598,500 when the Company reported a net loss from operations of $1,017,500,
which resulted in part to non-cash charges against the Company's revenues,
including $152,900 in depreciation, depletion, and amortization and $159,800 in
amortization of long-term debt issuance cost. Changes in working capital
components (current assets and current liabilities) also contributed $19,300 in
cash. Operating activities used approximately $648,000 more cash than the
corresponding period in 1997.
During the first quarter of 1998, investing activities used net cash of
$979,100 due to $978,200 in additions to oil and gas properties. The cash
required for investing activities was provided from the issuance of long-term
debt. During the corresponding period in 1997, investing activities used net
cash of $745,000, consisting of $728,500 for additions to oil and gas
properties.
Financing activities provided $5,294,000 during the first quarter of 1998,
consisting primarily of borrowing and refinancing of the existing bank debt.
Additionally the Company received $16,000 from the exercise of options during
the first quarter of 1998. During the corresponding period in 1997, the Company
used $101,300 during the first quarter of 1997, consisting entirely of repayment
of long-term debt.
The Company requires cash for general and administrative expenses, for
maintaining its properties, and for other items that are required in order for
the Company to continue, as distinguished from costs to advance its ongoing
exploration program in Nevada. Based on April 1998 production levels and
prices, and the Company's current operating capital, the Company estimates that
it is able to meet cash requirements for fixed and recurring operating costs,
excluding any unusual expenditures. However, there can be no assurance that
production levels will not decline or that current prices for oil will not
decline, in which case the Company would require funds from external sources for
operating deficiencies. Any improved operating margins resulting from increased
production and reduced operating expenses or price increases would benefit the
Company.
As of March 31, 1998, the Company had a working capital surplus of
$2,817,900 as compared to a surplus of $1,429,200 for the same period in 1997.
RESULTS OF OPERATIONS
Three Months Ended March 31, 1998 and 1997
For the first quarter period ending March 31, 1998, oil sales decreased
40.3% to $412,800 as compared to oil sales of $690,900 in the same period in
1997. The purchase of Plains Petroleum's interest in the Ghost Ranch field
contributed $63,000 in sales in 1998. This decrease in the first quarter of
1998 was the result of both a 16.0% decrease in barrels produced, and a 33.5%
decrease in price as compared to the same period in 1997. Well service and well
operator income decreased $7,300 for the first quarter of 1998, when compared to
the same period in 1997, resulting from the elimination of well service revenue
and third party water disposal fees following the purchase of Plains Petroleum's
40% interest in the Ghost Ranch field. Other income decreased $2,000 as a
result of reduction in equipment rental income.
The Company's production expenses for the first quarter 1998 increased
$226,100, or 102.3% to $447,200, with the Eagle Springs field production
expenses increasing $200,500 primarily as a result of the Enhanced Oil Recovery
project at the Eagle Springs field. Additionally the Ghost Ranch field
contributed an additional $24,000 of which approximately $19,100 related to the
40% interest purchased from Plains Petroleum in the Ghost Ranch field.
Oil and gas exploration expenses increased $38,400, or 17.5% to $258,000
for the first quarter of 1998 when compared to the same period in 1997. This is
primarily due to decreased personnel cost of approximately $1,300, decreased
lease rental cost of $15,500 and increased geological and geophysical cost of
$57,000. Dry hole, abandonment, and impairment costs were $72,600 for the first
quarter ended March 31, 1998, consisting of costs associated with the Eagle
Springs #14-35 well that was plugged in April 1998. This is a increase of
$66,500 when compared to the same period in 1997.
General and administrative expenses decreased $11,100 to $207,000 for the
three-month period ended March 31, 1998, when compared to the same period in
1997. The primary contributors are decreases in professional fees of $24,700
associated with audit, accounting and legal fees, and an increase of $11,900 in
personnel expenses. Shareholder and investor services decreased $42,500 due to
reduced financial public relations information dissemination within the
investment community. Depreciation, depletion, and amortization decreased for
the three-month period ended March 31, 1998, by $2,800 to $156,800 when compared
to the same period in 1997. Reduced basis in the Company's oil properties
resulted in a lower depletion calculations.
Interest income increased $12,400 to $46,900 for the three-month period
ended March 31, 1998, when compared to the same period in 1997, primarily as a
result of cash proceeds from the Company's debt financing being invested in
short-term liquid assets. Interest expense increased $265,000 for the three-
month period ended March 31, 1998 when compared to the same period in 1997.
This is primarily due to increase of $168,300 in amortization of loan
origination fees and an increase of $97,200 in interest paid in association with
the $16.9 million financing completed in January 1998.
Accounting Treatment of Certain Capitalized Costs
The Company follows the "successful efforts" method of accounting for
oil and gas producing activities. Costs to acquire mineral interests in oil and
gas properties, to drill and equip exploratory wells that find proved reserves,
and to drill and equip development wells are capitalized. Costs to drill wells
that do not find proved reserves, geological and geophysical costs, and costs of
carrying and retaining unproved properties are expensed.
Included in oil and gas properties on the Company's balance sheets are
costs of wells in progress. Such costs are capitalized until a decision is made
to plug and abandon or, if the well is still being evaluated, until one year
after reaching total depth, at which time such costs are charged to expense,
even though the well may subsequently be placed into production.
During 1996 the Company was required to adopt a new accounting policy that
requires it to assess the carrying cost of long-lived assets whenever events or
changes of circumstances indicate that the carrying value of long lived assets
may not be recoverable. When as assessment for impairment of oil and gas
properties is performed, the Company is required to compare the net carrying
value of proved oil and gas properties on a lease by lease basis (the lowest
level at which cash flows can be determined on a consistent basis) to the
related estimates of undiscounted future net cash flows for such properties. If
the carrying value exceeds the net cash flows, then impairment is recognized to
reduce the carrying value to the estimated fair value. As a result of the
foregoing policy, the Company expects that from time to time capitalized costs
will be charged to expense based on management's evaluation of specific wells or
properties or the disposition, through sales or conveyances of fractional
interests in connection with industry sharing arrangements, of property
interests.
As part of the Company's evaluation of its oil and gas reserves in
connection with the preparation of the Company's annual financial statements,
the Company completes an engineering evaluation of its properties based on
current engineering information, oil and gas prices, and production costs, which
may result in material changes in the total undiscounted net present value of
the Company's oil and gas reserves and may, therefore, result in an impairment
allowance as discussed above.
Operating Costs
Overall operating costs are a combination of costs associated with each
well and costs associated with operation of the entire field. As additional
wells are added to the production system, the field operating costs will be
spread among additional wells, lowering the impact of such costs on each well
and per barrel produced. Because of the foregoing, the Company expects that
production costs per barrel will continue to be higher than industry standards,
unless and until the amount of production increases sufficiently to obtain
economies of scale and dilute the impact of high fixed operating costs. In
addition, operating costs may continue to vary materially due to the costs of
ongoing treatment or reworking of existing wells and other factors.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
The following exhibits are included a part of this report:
Exhibit SEC
No. Reference No. Title of Document Location
- -------- ------------- ---------------------- -----------
27.01 27 Financial Data Schedule This filing
(b) Reports on Form 8-K.
(B) REPORTS ON FORM 8-K.
During the quarter ended March 31, 1998, the Company filed the following
reports on Form 8-K
Date of Event Reported Item Reported
January 6, 1998 Item 5. Other Events
January 9, 1998 Item 5. Other Events
January 14, 1998 Item 5. Other Events
February 19, 1998 Item 5. Other Events
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.
FORELAND CORPORATION
(Registrant)
Dated: May 14, 1998 By: /s/ N. Thomas Steele
President
Dated: May 14, 1998 By /s/ Don W. Treece
Controller (Chief Financial Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AS OF MARCH 31, 1998, AND STATEMENTS OF OPERATIONS FOR THE QUARTER 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> 3,752,951
<SECURITIES> 0
<RECEIVABLES> 221,102
<ALLOWANCES> 0
<INVENTORY> 103,029
<CURRENT-ASSETS> 4,084,735
<PP&E> 12,798,733
<DEPRECIATION> (5,497,410)
<TOTAL-ASSETS> 12,572,174
<CURRENT-LIABILITIES> 1,266,852
<BONDS> 4,682,606
<COMMON> 8,521
0
626
<OTHER-SE> 6,613,569
<TOTAL-LIABILITY-AND-EQUITY> 12,572,174
<SALES> 412,752
<TOTAL-REVENUES> 412,811
<CGS> 0
<TOTAL-COSTS> 447,191
<OTHER-EXPENSES> 741,217
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (291,984)
<INCOME-PRETAX> (775,901)
<INCOME-TAX> 0
<INCOME-CONTINUING> (775,901)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (775,901)
<EPS-PRIMARY> (0.12)
<EPS-DILUTED> (0.08)
</TABLE>
