UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarter Ended March 31, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
Commission File Number: 033-03275-D
iSHOPPER.COM, INC.
------------------
(Exact name of small business issuer as specified in its charter)
Nevada 87-0431533
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
8722 South 300 West, Suite 106
Sandy, UT 84070
(Address of principal executive offices)
(801)984-9300
(Issuer's telephone number)
Indicate by check mark whether the Registrant (1) has files all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934, during the preceeding 12 months (or such shorter period
that the Registrant was required to file such report(s)), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No
There were 10,734,935 shares of common stock, $0.001 par value,
outstanding as of May 15, 2000.
<PAGE>
iSHOPPER.COM, INC.
FORM 10-QSB
QUARTER ENDED MARCH 31, 2000
TABLE OF CONTENTS
Page
PART I - FINANCIAL INFORMATION
Item 1.Financial Statements
Condensed Consolidated Balance Sheets (Unaudited) -
March 31, 2000 and December 31, 1999 . . . . . . . . . . . 3
Condensed Consolidated Statements of Operations (Unaudited)
for the Three Months Ended March 31, 2000 and 1999 . . . . . 4
Condensed Consolidated Statement of Stockholders' Equity (Deficit)
for the Three Months Ended March 31, 2000 . . . . . . . . . 5
Condensed Consolidated Statements of Cash Flows (Unaudited) for the
Three Months Ended March 31, 2000 and 1999 . . . . . . . . . 6
Notes to the Condensed Consolidated Financial Statements
(Unaudited) . . . . . . . . . . . . . . . . . . . . . . . . 7
Item 2. Managment's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . . . 11
Notes to the Condensed Consolidated
PART II - OTHER INFORMATION
2
Item 6. Exhibits of Reports on Form 8-K . . . . . . . . . . . . 12
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
iSHOPPER.COM, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
ASSETS
March 31, December 31,
2000 1999
---------- -----------
Current Assets
Cash. . . . . . . . . . . . . . . . . . . . . . . $ 242,883 $ 13,935
Trade accounts receivable (net of allowance for
doubtful Accounts of $138,028 and $138,028,
respectively). . . . . . . . . . . . . . . . . . 77,953 130,886
Prepaid expenses . . . . . . . . . . . . . . . . - 30,515
Deferred income tax benefit . . . . . . . . . . . - 236,060
Merchant reserve account . . . . . . . . . . . . 105,607 108,981
Total Current Assets . . . . . . . . . . . . 426,443 520,377
---------- -----------
Property and Equipment, Net . . . . . . . . . . . . . 138,518 141,983
---------- -----------
Other Assets
Deposit on purchase of business . . . . . . . . . 33,650 -
Goodwill (net of accumulated amortization of
$3,700) . . . . . . . . . . . . . . . . . . . . 62,900 -
---------- -----------
Total Other Assets . . . . . . . . . . . . . . 96,550 -
--------- -----------
Total Assets . . . . . . . . . . . . . . . . . . . . .$ 661,511 $ 662,360
========== ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Trade accounts payable . . . . . . . . . . . . $ 476,528 $ 193,633
Accrued liabilities. . . . . . . . . . . . . . 184,132 156,762
Notes payable. . . . . . . . . . . . . . . . . 337,558 216,000
Notes payable to a related party . . . . . . . 31,000 -
---------- ------------
Total Current Liabilities . . . . . . . . . 1,029,218 566,395
---------- ------------
Stockholders' Equity (Deficit)
Common stock - $0.001 par value; 100,000,000
share authorized; 9,034,935 and 7,854,377 shares
issued and outstanding, respectively . . . . . 9,035 7,854
Additional paid-in capital . . . . . . . . . . 3,366,486 3,314,125
Receivable from shareholders . . . . . . . . . (1,783,000) (2,150,900)
Accumulated Deficit . . . . . . . . . . . . . . (1,960,228) (1,075,114)
----------- -----------
Total Stockholders' Equity (Deficit). . . . . . (367,707) 95,965
---------- -----------
Total Liabilities and Stockholders' Equity
(Deficit) . . . . . . . . . . . . . . . . . . $ 661,511 $ 662,360
========== ===========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
<PAGE>
3
iSHOPPER.COM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Revenues . . . . . . . . . . . . . . . . . . . $1,125,204 $1,163,423
Cost of Sales. . . . . . . . . . . . . . . . . 365,472 108,788
---------- ----------
Gross Profit . . . . . . . . . . . . . . . . . 759,732 1,054,635
---------- ----------
Operating Expenses
General and administrative . . . . . . . 1,241,609 942,027
Bad debt . . . . . . . . . . . . . . . . 149,097 161,042
Depreciation and amortization . . . . . . 14,250 1,426
---------- ----------
Total Operating Expenses . . . . . . 1,404,956 1,104,495
---------- ----------
Loss from Operations . . . . . . . . . . . . . (645,224) (49,860)
---------- ----------
Other Income (Expense)
Interest income . . . . . . . . . . . . . 12,546 2,914
Interest expense . . . . . . . . . . . . (16,376) (313)
---------- ----------
Total Other Income (Expenses). . . . (3,830) 2,601
---------- ----------
Loss Before Income Taxes . . . . . . . . . . . (649,054) (47,259)
Income Tax Expense . . . . . . . . . . . . . . (236,060) -
---------- ----------
Net Loss . . . . . . . . . . . . . . . . . . . $ (885,114) $ (47,259)
========== ===========
Basic and Diluted Loss Per Share . . . . . . . $ (0.11) $ (0.76)
========== ===========
Weighted Average Number of Common Shares Used in
Per Share Calculation. . . . . . . . . . . . 8,285,861 62,114
========== ===========
The accompanying notes are an integral part of these condensed consolidted
financial statements.
<PAGE>
4
iSHOPPER.COM, INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE THREE MONTHS ENDED MARCH 31, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
Total
Common Stock Additional Receivable Stockholders'
--------------------- Paid-in From Accumulated Equity
Shares Amount Capital Shareholders Deficit Deficit
-------- --------- -------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Balance - December 31, 1999. . . . . . . . . 7,854,377 $ 7,854 $3,314,125 $(2,150,900) $(1,075,114) $ 95,965
Conversion of notes payable. . . . . . . . . 1,173,058 1,173 18,769 - - 19,942
Acquisition of StinkyFeet.com. . . . . . . . 7,500 8 33,592 - - 33,600
Collection of receivable from shareholders . - - - 367,900 - 367,900
Net loss for the period. . . . . . . . . . . - - - - (885,114) (885,114)
-------- ---------- ----------- ----------- ----------- ---------
Balance - March 31, 2000 . . . . . . . . . . 9,034,935 $ 9,035 $ 3,366,486 $(1,783,000) $(1,960,228) $(367,707)
========= ========== =========== =========== =========== =========
</TABLE>
The accompanying notes are an integral part of these condensed financial
staements.
<PAGE>
5
iSHOPPER.COM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the Three Months
Ended March 31,
------------------
2000 1999
--------- --------
Cash Flows From Operating Activities
Net loss . . . . . . . . . . . . . . . . . . . . . . $(885,114) $(47,259)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation . . . . . . . . . . . . . . . . . 10,550 1,426
Amortization of goodwill . . . . . . . . . . . 3,700 -
Expenses paid with note payable . . . . . . . . 30,500 -
Deferred income taxes . . . . . . . . . . . . . 236,060 -
Changes in operating assets and liabilities:
Trade accounts receivable . . . . . . . . . 52,933 91,110
Trade accounts payable and accrued
liabilities . . . . . . . . . . . . . . . 310,265 68,408
Other . . . . . . . . . . . . . . . . . . . 33,804 (86,455)
--------- --------
Net Cash Used in Operating Activities . . . . . (207,302) (27,230)
--------- --------
Cash Flows From Investing Activities
Payments to purchase businesses . . . . . . . . (41,000) -
Cash paid for (decrease in) deposits . . . . . (2,650) 6,281
Payments for equipment. . . . . . . . . . . . . - (11,627)
-------- --------
Net Cash Used in Investing Activities . . . . . (43,650) (5,346)
-------- --------
Cash Flows From Financing Activities
Proceeds from borrowings . . . . . . . . . . . 121,000 -
Proceeds from borrowings from related party . . 31,000 -
Principal payments on notes payable . . . . . . (40,000) -
Principal payments on note payable to related
party . . . . . . . . . . . . . . . . . . . - (25,000)
Collection of receivable from shareholders . . 367,900 -
-------- --------
Net Cash Provided by (Used in) Financing
Activities. . . . . . . . . . . . . . . . . . 479,900 (25,000)
-------- --------
Net Increase in Cash . . . . . . . . . . . . . . . . 228,948 (3,116)
Cash at Beginning of Period . . . . . . . . . . . . 13,935 20,468
-------- --------
Cash at End of Period . . . . . . . . . . . . . . . $242,883 $ 17,352
======== ========
Supplemental Cash Flow Information:
Cash paid for interest . . . . . . . . . . . . $ 13,994 $ 313
Cash paid for income taxes . . . . . . . . . . - -
Noncash Investing and Financing Activities:
StinkyFeet.com, Inc. was acquired during the three months ended March 31,
2000 by the payment of $10,000, by incurring liabilities of $30,000 and by
issuing 7,500 shares of common stock valued at $33,600.
Notes payable in the amount of $19,942 were converted into 1,173,058 shares of
common stock during the three months ended March 31, 2000.
The accompanying notes are an integral part of these condensed consolidated
financial statements.
<PAGE>
6
iSHOPPER.COM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Interim Condensed Financial Statements -- The accompanying condensed
consolidated financial statements are unaudited. In the opinion of
management, all necessary adjustments (which include only normal
recurring adjustments) have been made to present fairly the financial
position, results of operations and cash flows for the periods presented.
Certain information and disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. Accordingly, these condensed
consolidated financial statements should be read in conjunction with the
Company's financial statements and notes thereto included in the Form
10-KSB dated December 31, 1999. The results of operations for the
three months ended March 31, 2000 are not necessarily indicative of the
operating results to be expected for the full year.
Business Condition -- The accompanying financial statements have been
prepared in conformity with generally accepted accounting principles,
which contemplates continuation of the Company as a going concern.
However, the Company has suffered losses from operations and has had
negative cash flows from operating activities for all periods since
inception in 1998 and during the three months ended March 31,
2000, and the Company has a capital deficiency of $(367,707) at March
31, 2000, which conditions raise substantial doubt about the Company's
ability to continue as a going concern. The Company's continued
existence is dependent upon its ability to obtain additional financing.
Management's plans include a private placement offering of up to
$10,000,000 from the issuance of common stock and the collection of
receivables from shareholders of $1,783,000. There is no assurance that
additional financing will be realized.
NOTE 2 -- ACQUISITIONS
The Company has issued restricted common stock in the following
acquisitions. The Company's common stock began trading over the OTC
Bulletin Board market in December 1999. Trading has consisted of
approximately 12,000 shares per month. Accordingly, management of
the Company does not believe the prices at which the
common stock was sold over the thinly-traded OTC Bulletin Board
represent the fair value of the common stock. The Company is
in the process of offering up to 2,000,000 restricted shares of its
common stock in a private placement offering at $4.48 per share after
offering costs. The offering price has been established by an
independent brokerage firm and the private placement offering is
intended to be issued to several investors. Accordingly, management
believes the fair value of the restricted common shares is most
clearly determined by the price of the private placement offering.
That price, $4.48 per common share, has been used to value the common
shares issued in the following acquisitions.
StinkyFeet.com, Inc.
On January 31, 2000, the Company completed the acquisition of
StinkyFeet.com, Inc. The acquisition was accomplished by the Company
issuing 7,500 shares of common stock and agreeing to pay $40,000 at the
rate of $10,000 per month over four months. The common shares issued
were valued at fair value of $33,600, or $4.48 per share. The assets
acquired and liabilities assumed were recorded at their fair values
with the excess of the purchase price allocated to goodwill, which is
being amortized over three years by the straight-line method, as
follows:
Office equipment . . . . . . . $ 5,500
Software for internal use . . . 1,500
Goodwill . . . . . . . . . . . 66,600
--------
Total . . . . . . . . . . . . . $ 73,600
========
<PAGE>
7
TrafficX.com and enSurge.com
On March 31, 2000, the Company acquired the TrafficX.com and enSurge.com
Web domain names, proprietary computer code, software and related
products associated with those names by the payment of $5,500 and an
obligation to pay $25,000 in equal monthly payments of $5,000 each from
May 1, through September 1, 2000. The domain names and software is an
Internet banner network service which is provided either at no
charge to customers or bundled with other software sold. Accordingly,
the cost of the acquired domain names and software were accounted for
as marketing costs and were charged to general and administrative
expense when incurred.
Uniq Studios, Inc.
On April 4, 2000, the Company entered into a Stock Exchange Agreement
with Uniq Studios, Inc. ("Uniq") whereby the Company agreed to
acquire all of the outstanding capital shares of Uniq in exchange for
1,500,000 restricted shares of the Company's common stock. In addition,
the Company granted options to the four shareholders of Uniq, who are
also key employees of Uniq, to purchase 500,000 additional restricted
shares of the Company's common stock at a price equal to 80% of the
market bid price for the Company's common stock on April 14, 2000,
the closing date of the Stock Exchange Agreement. Two hundred fifty
thousand options are exercisable upon Uniq achieving annual revenue of
$2,500,000 by April 2001 and upon Uniq achieving a breakeven income
(loss). The remaining 250,000 options are exercisable upon Uniq
achieving annual revenue of $7,500,000 by April 2002 and continued
profitability. Uniq Studios, Inc. was formed immediately prior to
the exchange discussed above by the transfer of all rights, title,
assets and business interests of Uniq Studios, LLC and Uniq
Multimedia, LLC (formerly known as Uniq Enterprises, LLC) to Uniq
Studios, Inc.
The acquisition of Uniq will be recorded in the second quarter of
2000 using the purchase method of accounting. The common shares
issued were valued at fair value of $6,720,000, or $4.48 per share. The
acquisition resulted in recognizing approximately $6,700,000 of
goodwill.
Goodwill will be amortized over five years by the straight-line method
from the date of acquisition.
Totalinet.net, Inc.
On April 7, 2000, the Company issued 200,000 shares of common stock
in exchange for the common stock of Totalinet.net, Inc. The
acquisition will be accounted for as a purchase business combination.
The common shares issued were valued at fair value of $896,000, or
$4.48 per share. The Company advanced Totalinet.net, Inc. $31,000 in
March 2000 as a loan.
NOTE 3 -- PROPERTY AND EQUIPMENT
Property and equipment consisted of the following at March 31, 2000 and
December 31, 1999:
March 31, December 31,
2000 1999
-------- ------------
Furniture and fixtures $129,941 $ 49,884
Computer equipment 56,973 141,379
Software for internal use 1,500 -
-------- ------------
188,414 191,263
Less: Accumulated depreciation (49,896) (49,280)
-------- ------------
Net Property and Equipment $138,518 $ 141,893
======== ============
Depreciation expense for the three months ended March 31, 2000 and
December 31, 1999 was $10,550 and $1,426, respectively
<PAGE>
9
NOTE 4 -- COMMITMENTS AND CONTINGENCIES
In 1999, the Company entered into an operating lease for certain office
equipment. Future minimum lease payments under the operating lease as
of March 31, 2000 are as follows:
Year Ending December 31:
2000 . . . . . . . . . . . . . . $1,164
2001 . . . . . . . . . . . . . . 1,290
------
Total . . . . . . . . . . . . . $2,454
======
In April 2000, an unrelated third party filed a claim against the
Company in the amount of $53,399 for goods and services received by
iShopper plus interest at 18%. The amount due under the claim has been
accrued in the accompanying consolidated financial statements and
included in trade account payable.
In April 2000, another unrelated third party filed a claim against
iShopper in the amount of $10,136 for goods and services received
by iShopper. The Company intends to vigorously contest this claim. In
Management's opinion, loss under this claim is unlikely and, accordingly,
no provision has been made in the accompanying financial statements.
NOTE 5 -- NOTES PAYABLE
Notes payable consist of the following:
March 31, December 31,
2000 1999
-------- ------------
6.06% Notes payable, due November 1997, in
default, secured by mining claims held
previously by Sunwalker . . . . . . . . . $126,000 $ 126,000
5% Convertible debenture, unsecured, no
payment terms. . . . . . . . . . . . . . . 40,058 60,000
8% Note payable, due June 9, 2000,
121,000 -
Non-interest bearing obligations incurred in
connection with acquisition of businesses,
due in monthly payments from $5,000
to $15,000 per month through September
2000, unsecured. . . . . . . . . . . . . . 50,500 30,000
-------- ------------
Total Notes Payable. . . . . . . . . . . $337,558 $ 216,000
======== ============
The Company assumed $60,000 of 5% convertible promissory notes in October
1999 in connection with the acquisition of Sunwalker Development, Inc.
The notes are convertible at $0.017 per share. On the date of the
acquisition, the fair value of the Company's common stock was $0.01 per
share. During the three months ended March 31, 2000, $19,942 of the
convertible promissory notes were converted into 1,173,058 shares
of common stock. The remaining $40,058 of convertible promissory notes
are convertible into 2,356,353 common shares.
The note payable to related party, in the amount of $31,000, is payable
to an officer and director. The note is unsecured, due on demand and
bears interest at 10% per annum.
<PAGE>
10
NOTE 6 -- PROVISION FOR INCOME TAXES
The Company has operating loss carry forwards of approximately
$1,795,226 at March 31, 2000. The net operating losses begin to expire
in 2019. The deferred tax asset consisted of the following at March
31, 2000:
Operating loss carry forwards . . . . . . . $669,620
Valuation allowance . . . . . . . . . . . . (669,620)
---------
Net Deferred Tax Asset. . . . . . . . . . .$ -
=========
<PAGE>
11
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
When used in this discussion, the words "expect(s)", "feel(s)",
"believe(s)", "will", "may", "anticipate(s)" and similar expressions
are intended to identify forward-looking statements. Such statements
are subject to certain risks and uncertainties, which could cause
actual results to differ materially from those projected.
Readers are cautioned not to place undue reliance on these
forward-looking statements, and are urged to carefully review and
consider the various disclosures elsewhere in this Form 10-QSB.
Results of Operations
Sales for the three months ended March 31, 2000 and 1999 were
respectively, $1,125,204 and $1,163,423. The Company's principal
source of revenue for 2000 and 1999 were sales from the web sites and
merchant accounts sold. During the first quarter of 2000, the
Company changed its sales focus from seminar sales to e-commerce
telesales. This resulted in $444,338 from seminar sales and
$680,866 from e-commerce telesales.
Cost of sales for the three months ended March 31, 2000 and 1999
were, respectively, $365,472 or 32% of sales and $108,788 or 9%
of sales. The increase in cost of sales is due to change in our
sales direction. These costs were mainly from commission expenses
paid to a third party sales group. The gross profit for the three
months ended March 31, 2000 and 1999 were, respectively, $759,732 or
68% and $1,054,635 or 91%.
General & Administrative expenses for the three months ended March
31, 2000 and 1999 were, respectively, $1,241,609 and $972,027.
These costs consisted of seminar expenses of $718,051, corporate
overhead and costs of $456,414, and the remaining costs
of $67,144 are from operations and purchases of other companies.
Bad Debt expense for the three months ended March 31, 2000 and
1999 were, respectively, $149,097 and $161,042. The write-offs of
account receivables related to sales which were financed for a
period of twelve months. These write-offs are due to clients which
have not continued with their payment plan. These receivables were
turned over to a collection agency after 90 days of no payment and
were written off at that time.
For the three months ended March 31, 2000, the Company recorded a tax
expense of $236,060. At the end of the prior year the company had
recorded a tax benefit of $472,120 along with an allowance of
$236,060. Due to continued losses the Company recorded a full
valuation allowance and against its deferred tax asset and
recognized the additional expense in this quarter.
Liquidity and Capital Resources
The Company has financed its operations to date primarily through
private placements of equity securities and current sales. We
have been unprofitable since inception in 1998 and we have incurred
net losses in each period through March 31, 2000. At March 31, 2000,
the Company had a capital deficiency of $(367,707). The Company's
financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates
continuation of the Company as a going concern. However, the
Company's losses from operations, negative cash flows from
operating activities and its capital deficiency raise substantial
doubt about the Company's ability to continue as a going concern.
The Company's continued existence is dependent upon its ability
to obtain additional financing. Management's plans include a
private placement offering of up to $10,000,000 from the issuance
of common stock and the collection of receivables from
shareholders of $1,783,000. There is no assurance that additional
financing will be realized.
We had negative working capital of $(602,775) at March 31, 2000
compared to ($46,018) at December 31, 1999. We currently have
receivables from shareholders in the amount of $1,783,000,
which we expect to collect in the next nine months. These
receivables should be sufficient to cover our operations and
working capital requirements for the next nine months.
The direction of the Company is towards purchasing and
acquiring several Internet based and technology businesses
that will complement current business activities. The
Company currently has two letters of intent for the purchase
of other subsidiaries that are in various stages of negotiations.
We are currently in the process of raising approximately $10
million through a private placement memorandum. This capital
infusion will be used for the above noted purchases and any future
working capital needs.
The Company's working capital and other capital requirements for
the foreseeable future will vary based upon the number of
companies we acquired and if those acquisitions are cash or stock
related. The Company is working to obtain additional funding from
several sources, including the private placement. This funding
looks promising, however, there can be no assurance that additional
funding will become available.
Through our operating subsidiaries, we are developing various
Internet-based services and we are executing an overall
business plan that requires significant additional capital for
other uses:
- acquisitions,
- expansion into new domestic and
international markets,
- additional management and personnel.
Furthermore, our funding of working capital and current operating
losses will require some additional capital investment.
LEGAL PROCEEDINGS
The Company is a defendant in various lawsuits which are incidential
to the Company's business. Mangement, after consultation with its
legal counsel, believes that the ultimate disposition of these
matters will not have a material effect upon the Company's
consolidated results of operations of operations or financial
position.
PART II - OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
a) No exhibits are required to be filed by Item 601
of Regulation S-K.
b) No reports were filed on Form 8-K during the quarter
for which this report is filed.
OTHER ITEMS
There were no other items to be reported under Part II
of this report.
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.
iShoppers.com,Inc.
Date: May 15, 2000 /s/ Douglas S. Hackett
------------------------------
Douglas S. Hackett
President, Chief Executive
Officer and Director
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AS OF MARCH 31, 2000, AND STATEMENTS OF OPERATIONS FOR THE THREE MONTHS
ENDED MARCH 31, 2000, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 242,883
<SECURITIES> 0
<RECEIVABLES> 215,981
<ALLOWANCES> 138,028
<INVENTORY> 0
<CURRENT-ASSETS> 426,443
<PP&E> 188,414
<DEPRECIATION> 49,896
<TOTAL-ASSETS> 661,511
<CURRENT-LIABILITIES> 1,029,218
<BONDS> 0
0
0
<COMMON> 9,035
<OTHER-SE> (358,672)
<TOTAL-LIABILITY-AND-EQUITY> 661,511
<SALES> 1,125,204
<TOTAL-REVENUES> 1,125,204
<CGS> 365,472
<TOTAL-COSTS> 365,472
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 16,376
<INCOME-PRETAX> (885,114)
<INCOME-TAX> 236,060
<INCOME-CONTINUING> (885,114)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (885,114)
<EPS-BASIC> (0.11)
<EPS-DILUTED> (0.11)
</TABLE>
