<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 1997
Commission File Number 0-26136
ODYSSEY MARINE EXPLORATION, INC.
(Formerly Universal Capital Corporation)
--------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Nevada 84-1018684
---------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
3507 Frontage Road, Suite 100, Tampa, Florida 33607
-----------------------------------------------------
(Address of principal executive offices)
(813) 282-0855
-----------------------------------------------------
(Registrants telephone number including area code)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the 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.
[ X ] Yes [ ] No
As of November 30, 1997, the Registrant had 10,105,000 shares of common stock,
$.0001 Par Value, outstanding.
Transitional Small Business Disclosure format: Yes [ ] No [ X ]
<PAGE>
INDEX
Part I: Financial Information................................Page No.
Item 1. Financial Statements:
Consolidated Balance Sheets - February 28, 1997
and November 30, 1997(Unaudited)................... 3 - 4
Consolidated Statements of Operations, Three
Months Ended November 30, 1997(Unaudited)and
November 30, 1996 (Unaudited)...................... 5
Consolidated Statements of Operations, Nine
Months Ended November 30, 1997(Unaudited)and
November 30, 1996(Unaudited)and from May 20,1994
(Date of Inception) through November 30, 1997
(Unaudited)...................................... 6
Consolidated Statement of Cash Flows, Nine
Months Ended November 30, 1997(Unaudited)and
November 30, 1996(Unaudited) and from May 20,1994
(Date of Inception) through November 30, 1997
(Unaudited)...................................... 7
Notes to Consolidated Financial Statements....... 9 - 11
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.... 11
Part II:Other Information................................ 14
Item 1. Legal Proceedings....................... 14
Item 2. Change in Securities.................... 14
Item 3. Defaults Upon Senior Securities......... 14
Item 4. Submission of Matters to a Vote
of Security Holders..................... 14
Item 5. Other Information....................... 14
Item 6. Exhibits and Reports on Form 8-K........ 14
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<PAGE>
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
ASSETS (Unaudited)
November 30 February 28
1997 1997
------------ ------------
CURRENT ASSETS
Cash $ 12,214 $ 1,861
Expense reimbursement receivable, net
of allowance for doubtful account
of $135,664 and $101,258,
respectively 61 -
Marketable securities 12,500 12,500
Advances 6,749 17,044
----------- -----------
Total current assets 32,524 31,405
----------- -----------
PROPERTY AND EQUIPMENT
Equipment 97,994 10,654
Accumulated depreciation (9,607) (2,168)
----------- -----------
88,387 8,486
OTHER ASSETS
Organization costs, net of
accumulated amortization of
$2,797 and $2,199 respectively 1,202 1,800
Deposits 977 -
Other securities 12,000 -
----------- -----------
Total other assets 14,179 1,800
----------- -----------
TOTAL ASSETS $ 134,090 $ 41,691
----------- -----------
See Notes to Financial Statements.
-3-
<PAGE>
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY (Unaudited)
November 30 February 28
1997 1997
----------- -----------
CURRENT LIABILITIES
Accounts payable $ 17,639 $ 7,233
Accrued expenses 229,239 366,819
Notes payable 25,000 145,000
Notes payable to related parties 243,479 300,000
----------- -----------
Total current liabilities 515,357 819,052
----------- -----------
STOCKHOLDERS' EQUITY
Preferred stock - .0001 par value
10,000,000 shares authorized;
no shares issued and or outstanding
Common stock - .0001 par value;
100,000,000 shares authorized;
10,104,840 and 7,468,900 shares
issued and outstanding 1,010 747
Additional paid-in capital 2,206,622 1,026,503
Accumulated unrealized loss
in investment (27,500) (27,500)
Excess of expenses over revenues
during development stage (2,561,399) (1,777,111)
----------- ----------
Total Stockholders' equity (381,267) (777,361)
TOTAL LIABILITY AND STOCKHOLDERS' EQUITY $ 134,090 $ 41,691
----------- ----------
----------- ----------
See Notes to Financial Statements.
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<PAGE>
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
Three Months Three Months
Ended Ended
November 30, November 30,
1997 1996
------------ -----------
REVENUES $ 6,750 $ -
OPERATING EXPENSES
Consulting 3,500 37,525
Project expense 115,546 502,195
Research 2,571 13,191
----------- -----------
Total Operating Expenses 121,617 552,911
GENERAL AND ADMINISTRATIVE
EXPENSES 183,434 161,361
----------- -----------
(LOSS) FROM OPERATIONS (298,301) (714,272)
----------- -----------
----------- -----------
OTHER INCOME (EXPENSE)
Interest expense (5,355) -
Other 19,470 -
----------- -----------
Total other income (expense) 14,115 -
NET (LOSS) $ (284,185) (714,272)
----------- -----------
----------- -----------
(LOSS PER SHARE) $ (0.03) $ (0.11)
----------- -----------
Weighted average number of
common shares and common shares
equivalents outstanding. 8,292,519 6,522,525
------------ -----------
See Notes to Financial Statements.
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<PAGE>
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
From May 20,
1994(Date of
Nine Months Nine Months inception)
Ended Ended through
November 30 November 30 November 30
1997 1996 1997
------------ ------------ ------------
REVENUES $ 6,750 $ - $ 6,750
OPERATING EXPENSES
Consulting 22,400 109,226 253,401
Project expense 159,934 509,930 714,497
Research 18,064 37,728 204,695
----------- ----------- -----------
Total Operating Expenses 200,398 656,884 1,172,593
GENERAL AND ADMINISTRATIVE
EXPENSES 541,003 329,730 1,330,537
----------- ----------- -----------
(LOSS) FROM OPERATIONS (734,651) (986,614) (2,496,380)
----------- ----------- -----------
----------- ----------- -----------
OTHER INCOME (EXPENSE)
Interest expense (100,123) - (115,443)
Other 50,486 2,468 50,424
----------- ----------- -----------
Total other income (expense) (49,637) 2,468 (65,019)
NET(LOSS) $ (784,288) $ (984,146) $(2,561,399)
----------- ----------- -----------
----------- ----------- -----------
(LOSS PER SHARE) $ (0.09) $ (0.15) $ (0.31)
----------- ----------- -----------
Weighted average number of
common shares and common shares
equivalents outstanding. 8,292,519 6,522,525 8,292,519
----------- ------------ -----------
See Notes to Financial Statements.
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<PAGE>
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
STATEMENT OF CASH FLOWS
From May 20
1994(Date of
Nine Months Nine Months inception)
Ended Ended through
November 30 November 30 November 30
1997 1996 1997
------------ ------------ ------------
Cash Flows from Operating
Activities:
Net ( Loss) $ (784,288) $ (984,146) $(2,561,399)
Adjustments to reconcile
net loss to net Cash used
by operating activities :
Depreciation 7,439 1,295 9,607
Amortization 598 600 2,797
Common stock issued for services 8,750 50,000 424,500
Securities received
against other income (12,000) - (12,000)
(Increase) decrease in:
Advances and Deposits 9,317 8,504 (7,727)
Accounts receivable (61) - (61)
Organizational costs - - (3,999)
Increase (decrease) in:
Accounts payable 10,407 - 17,640
Accrued expenses 186,031 304,576 552,850
----------- ----------- -----------
Net Cash generated (used)
by operating activities $ (573,807) $ (619,171) $(1,577,792)
----------- ----------- -----------
Cash Flows from Investing
Activities:
Purchase of property and
equipment $ (87,340) $ (587) $ (97,994)
----------- ----------- -----------
Net Cash provided (used)
by investing activities $ (87,340) (587) $ (97,994)
----------- ----------- -----------
Cash Flows from Financing
Activities:
Proceeds from
loans from related parties 392,000 300,000 592,000
loans from others 297,000 100,000 542,000
issuance of common stock 2,500 196,500 506,500
issuance of RPC - - 67,500
Repayment of loans (20,000) - (20,000)
----------- ----------- -----------
Net Cash provided (used) by
financing activities 671,500 596,500 1,688,000
----------- ----------- -----------
See Notes to Financial Statements.
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<PAGE>
NET INCREASE(DECREASE)IN CASH
AND CASH EQUIVALENT 10,353 (23,258) 12,214
CASH AND CASH EQUIVALENT
BEGINNING OF PERIOD 1,861 25,904 -
----------- ----------- -----------
CASH AND CASH EQUIVALENT
END OF PERIOD $ 12,214 2,646 $ 12,214
----------- ----------- -----------
Summary of significant non cash transactions
During the first nine months of 1997 several debt holders converted their debt
to stock. A summary of the debt converted to stock is as follows:
Common
Amount Shares
----------- -----------
Accrued expenses $ 216,500 597,266
Accrued interest - related 40,508 78,233
Accrued interest - other 45,546 87,960
Notes payable - related 410,918 793,619
Notes payable - other 455,659 880,039
----------- -----------
$ 1,169,131 2,437,117
The Company issued 14,969 shares to three individuals for project related
services valued at $8,750.
The Company issued a total of 7,500,000 shares to the stockholders of Remarc
International, Inc. ("Remarc") for 100% of Remarc's outstanding common stock
in a reverse acquisition. The Company also issued 180,000 shares for
consulting services related to the reverse acquisition.
During the first nine months of 1996, there were no significant non cash
transactions.
See Notes to Financial Statements.
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<PAGE>
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
NOTES CONSOLIDATED ON FINANCIAL STATEMENTS
NOVEMBER 30, 1997 (Unaudited)
NOTE 1 - ORGANIZATION AND BUSINESS
ORGANIZATION
Odyssey Marine Exploration, Inc. was incorporated March 5th 1986 as a Colorado
corporation named Universal Capital Corporation, Inc. On August 8, 1997
Odyssey Marine Exploration, Inc.(the "Company"), completed the acquisition of
100% of the outstanding common stock of Remarc International, Inc.("Remarc")
in exchange for the Company's common stock in a reverse acquisition. On
September 7, 1997, the Company's domicile was changed to Nevada and the name
was changed to Odyssey Marine Exploration, Inc.
BUSINESS ACTIVITY
Odyssey Marine Exploration, Inc. (the "Company")through the reverse
acquisition of Remarc International, Inc. is engaged in the business of
researching, developing, financing and marketing of shipwreck projects on a
worldwide basis. The corporate headquarters are located in Tampa, Florida.
The Company has generated minimal revenue to date and is considered to be in
the development stage.
NOTE 2 - REVERSE ACQUISITION
On August 8, 1997 Odyssey Marine Exploration, Inc.(the "Company"), completed
the acquisition of 100% of the outstanding common stock of Remarc
International, Inc. ("Remarc") in exchange for the Company's common stock. The
Company issued a total of 7,500,000 shares of its Common Stock to the
shareholders of Remarc at closing, pursuant to a Share Exchange Agreement
between the Company and Remarc.
For accounting purposes the acquisition has been treated as a recapitalization
of Remarc with Remarc as the acquirer(reverse acquisition). The historical
financial statements prior to August 8, 1997 are those of Remarc. Historical
stockholders' equity of Remarc, the acquirer, has been restated for the
equivalent number of shares received in the merger after giving effect to any
differences in par value of the stock of Remarc and the Company's stock.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of the Company is presented to
assist in understanding the Company's financial statements. The accompanying
unaudited consolidated financial statements of Odyssey Marine Exploration,
Inc. and subsidiaries have been prepared in accordance with the rules and
regulations of the Securities and Exchange Commission and the instructions to
Form 10-QSB and, therefore, do not include all information and footnotes
normally included in financial statements prepared in accordance with
generally accepted
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<PAGE>
accounting principles. These interim consolidated financial statements should
be read in conjunction with the consolidated financial statements and notes
included in the Company's Information Statement filed on Form 8-K on August
25, 1997 and the amendment thereto filed October 22, 1997.
In the opinion of management, these financial statements reflect all
adjustments (including normal recurring adjustments) necessary for a fair
presentation of the financial position as of November 30, 1997, results of
operations, and cash flows for the interim periods presented. Operating
results for the nine months ended November 30, 1997, are not necessarily
indicative of the results that may be expected for the year ended February 28,
1998.
BASIS OF PRESENTATION
The accompanying financial statements were prepared using the accrual basis of
accounting in accordance with generally accepted accounting principles.
USE OF ESTIMATES
Management uses estimates and assumptions in preparing these financial
statements in accordance with generally accepted accounting principles. Those
estimates and assumptions affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities, and the
reported revenues and expenses. Actual results could vary from the estimates
that were used.
REVENUE RECOGNITION
Although the Company has not generated any revenues to date, marketing of the
artifacts, replicas and ancillary products will be recognized on the point of
sale method.
CASH EQUIVALENTS
Cash equivalents include cash on hand and cash in banks. The Company also
considers all highly liquid investments with a maturity of three months or
less when purchased to be cash equivalents.
MARKETABLE SECURITIES
The securities are deemed available-for-sale and therefore are carried at fair
value. Unrealized losses on these securities are excluded from earnings and
reported, net of any income tax effect, as a separate component of
stockholders' equity.
DEPRECIATION
Property and equipment is stated at historical cost. Depreciation is provided
using the straight-line method at rates based on the assets' estimated useful
lives.
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<PAGE>
INVESTMENT IN AFFILIATE
The Company owns 24% of the Common Voting Stock and 50% of the Preferred
Non-Voting Stock of Pesquisas Arqueologicas Maritimas, S.A. (Pesqamar).
Pesqamar, a Brazilian S/A, was formed to research, locate and salvage a
shipwreck. In August of 1995, Pesqamar and Salvanav Ltda., a Brazilian
salvage company competing for the same shipwreck, entered into an agreement
forming a Brazilian consortium known as Consorcio Para Pesquisas Arqueologicas
Submarinas (CONPAS). CONPAS now conducts all operations on the shipwreck
project. During 1996, the Company signed an agreement with CONPAS to provide
the financing for the search phase of the shipwreck project in exchange for
thirty percent of any gross proceeds. In addition, the Company has the right
to finance the recovery phase of the project for an additional twenty percent
of the gross proceeds.
The Company is responsible for 100% of all search phase expenses. These
expenses have been charged to operations as project expenses, therefore no
investment in Pesqamar is reflected in these financial statements.
The Company, along with another investor in Pesqamar, is responsible for
administrative costs. The Company paid for all these expenses and invoiced
$135,644 for expense reimbursement from the other investor. The Company has
provided a 100% provision for doubtful accounts due to the financial condition
of the other investor.
ORGANIZATION COSTS
Organization costs of the Company are being amortized over a period of 60
months from the date business began.
LOSS PER SHARE
Net loss per share is computed using the weighted average number of common
shares outstanding during the period.
INCOME TAXES
The Company provides for deferred income taxes resulting from the timing
differences in reporting income and expenses for financial statement purposes
compared to the method of reporting for income tax purposes. No deferred
income taxes are reflected in the accompanying financial statements due to the
Company's losses from operations.
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The following discussion contains forward-looking statements that involve a
number of risks and uncertainties. While this outlook represents the
Company's current judgment in the future direction of the business, such risks
and uncertainties could cause actual results to differ materially from any
future performance suggested herein. The Company undertakes no obligation to
publicly release the result of any revisions to these forward-looking
statements which may be made to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events. Factors that
could cause results to differ materially from those projected in the
forward-looking statements include: Uncertain Reliability of Data, Natural
Hazards, Uncertain Title to Recovered Objects, Legal Claims by Others,
Uncertain Market for Sale of Recovered Items, Theft and Piracy, competition,
Dependence
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<PAGE>
Upon Management, Failure to Obtain Permits, Need for Additional Capital,
Control by Existing Management or Principal Shareholders and Delay in
Distribution or Sale of Recovered Objects.
RESULTS OF OPERATIONS
THREE MONTHS ENDED NOVEMBER 30, 1997 COMPARED TO THREE MONTHS ENDED NOVEMBER
30, 1996
The net loss for the three months to November 30, 1997 was $284,185 compared
to a loss of $714,272 in the corresponding quarter of 1996.
The Company generated revenue of $6,750 during the current period as a
commission on the lease of artifacts owned by others, while no revenue was
earned during the comparative 1996 period . No significant revenues from
operations are expected until after artifacts are recovered or other marketing
opportunities are developed.
Total expenses of $290,935 were incurred in the third quarter of 1997,
compared to $714,272 in the equivalent period in 1996. Operating expenses
decreased to $121,617 in the third quarter of 1997, compared to $552,911 in
the equivalent quarter in 1996. There was an increase in general and
administrative expense to $183,434 during the 1997 quarter from $161,361 in
the 1996 quarter. The Company's loss from operations decreased to $298,301 for
the three months ending November 30, 1997 compared to $714,272 for the same
period during 1996.
The Company's decrease in cost of operations for the quarter ending November
30, 1997, as compared to the third quarter in 1996, was due to a combination
of a reduction in consulting and research expenses (to $6,071 from $50,716)
associated with shipwreck project development, and a decrease in project
expenses of $386,649 (to $115,546 from $502,195). The Company's project costs
during the current quarter were related to Remote Operated Vehicle(ROV) video
surveys conducted on one of the Company's projects utilizing a purchased ROV.
During the equivalent period of 1996, the Company chartered a vessel, crew,
and equipment to conduct sidescan survey work.
General and Administrative costs increased by $22,073 to $183,434 for the
quarter ending November 30, 1997 as compared to $161,361 during the same
period of 1996. Major components of this increase were for payroll expense(up
$44,280), provision for bad debt(up $15,370), and rent expense(up $7,788).
These increased payroll and rent expenses were associated with increased
staffing and occupancy of the Company's new business offices. The bad debt
provision is an offset to expense reimbursement billed to one of the Company's
partners. These increases were partially offset by a decrease in costs of
travel(down $15,658) and legal expenses(down $44,077). The large decrease in
legal expense to $12,266 from $56,343 was primarily due to the Company having
no such one time charge for legal expense during the 1997 quarter as was taken
for legal representation on a foreign project during the quarter ending
November 30, 1996. The 1997 expenses are indicative of estimated future legal
costs associated with the Company's quarterly filings and review. It is also
anticipated that additional legal costs will arise from project related
activities, such as permitting, contracting, or shipwreck arrests.
The gain in other income and expense of $14,115 during the three months ended
November 30, 1997 was due to interest expense of $5,355 being offset by a
charge for reimbursement of project expense of $19,470. The collection of
$15,370 of the reimbursement expense was subsequently provided for as a
doubtful account.
-12-
<PAGE>
NINE MONTHS ENDED NOVEMBER 30, 1997 COMPARED TO NINE MONTHS ENDED NOVEMBER 30,
1996
The net loss for the nine months to November 30, 1997 was $784,288 compared to
a loss of $984,146 in the corresponding nine months of 1996.
The Company generated revenue of $6,750 during the first nine months of 1997
as a commission on the lease of artifacts owned by others, while no revenue
was earned during the 1996 comparative period. No significant revenues from
operations are expected until after artifacts are recovered or other marketing
opportunities are developed.
Total expenses of $791,038 were incurred in the first nine months of 1997,
compared to $984,146 in the equivalent period in 1996. Operating expenses
were down $456,486 (to $200,398 from $656,884) for the nine months in 1997
compared to the equivalent nine months during 1996. General and administrative
expense increased $211,273 to $541,003 during the 1997 period from $329,730 in
the 1996 period. This resulted in the loss from operations being lower at
$734,651 for the nine months ending November 30, 1997 compared to $986,614 for
the same period during 1996.
The decrease in the Company's cost of operations resulted from a reduction in
consulting and research expenses of $106,490(to $40,464 from $146,954),
accompanied by a decrease in project expenses of $349,996(to $159,934 from
$509,930) for the nine month period ending November 30, 1997 as compared to
the equivalent period in 1996. These changes resulted from decreased
utilization of researchers and consultants during the nine months ending
November 30, 1997 compared to the prior period in 1996 when the company
focused heavily on the development of potential future shipwreck projects. The
decrease in project expenses during the nine month period in 1997 resulted
from less expensive survey operations during the period than those which were
performed during the nine months ending November 30, 1996.
General and Administrative costs increased by $211,273(to $541,003 from
$329,730) for the nine months ending November 30, 1997 as compared to the same
period of 1996. Accounting expense increased by $22,720, due to the
requirement for an independent financial audit during the 1997 period while no
such cost was borne for the prior period. The Company also provided $34,386
for the doubtful nature of an account receivable while no such cost occurred
during the 1996 period. Payroll expense was $69,359 higher during the 1997
period due primarily to additional hiring. Rent expense was up by $19,976 due
to the Company leasing a headquarters for it's operations April 1, 1997. Legal
expenses increased by $30,497 primarily due to the reverse acquisition of
Universal Capital Corporation. The increase in general office expenses of
$16,298 during the nine months ending November 30, 1997 as compared to the
equivalent period in 1996 was mainly due to expenses for phone and copier
equipment, printing, postage, and supply expenses. Travel expense decreased by
$5,802 (to $33,597 from $39,398) during the nine months ended November 30,
1997 compared to the same nine months of 1996.
A loss in other income and expense of $49,637 during the nine months ended
November 30, 1997 was due to the combined effect of interest expense of
$100,213 being offset by a charge for reimbursement of project expense of
$50,486. During the equivalent period ending November 30, 1996 the Company had
no such interest expense and received reimbursement of $2,468.
-13-
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital was a negative $483,833 at November 30, 1997 as
compared to a negative $787,647 at February 28, 1997. Although the Company
had a net loss of $784,288 during the nine months ended November 30, 1997, the
Company's working capital improved because $1,169,131 of short term debt and
accrued expenses was converted into equity. The Company then borrowed $191,000
from related parties and an additional $25,000 from an unrelated party to
finance operating expenses.
The Company needs to raise additional financing to fund its operations.
Management intends to raise funds for the financing of current operations in
addition to future shipwreck projects through private or public offerings of
debt and/or equity. However, there is no certainty that such efforts will be
successful.
The Company has no commitments for capital expenditures.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. None.
Item 2. Changes in Securities. None.
Item 3. Defaults upon Senior Securities. None.
Item 4. Submission of Matters to a Vote of Security Holders. None.
Item 5. Other Information. None.
Item 6. Exhibits and 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, thereunto duly authorized.
ODYSSEY MARINE EXPLORATION, INC.
By/s/ John C. Morris
John C. Morris, President
Date: January 20, 1998
-14-
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
balance sheets and statements of operations found on pages 3, 4 and 6 of the
Company's Form 10-QSB for the quarter ended November 30, 1997, and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> FEB-28-1997
<PERIOD-END> NOV-30-1997
<CASH> 12,214
<SECURITIES> 12,500
<RECEIVABLES> 61
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 32,524
<PP&E> 97,994
<DEPRECIATION> (9,607)
<TOTAL-ASSETS> 134,090
<CURRENT-LIABILITIES> 515,357
<BONDS> 0
0
0
<COMMON> 1,010
<OTHER-SE> (382,277)
<TOTAL-LIABILITY-AND-EQUITY> 134,090
<SALES> 6,750
<TOTAL-REVENUES> 6,750
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 200,398
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (100,123)
<INCOME-PRETAX> (784,288)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (784,288)
<EPS-PRIMARY> (.09)
<EPS-DILUTED> (.09)
</TABLE>
