<PAGE> 1
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, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from ___________ to ______________
Commission file number 0-17449
PROCYON CORPORATION
(Name of small business issuer as specified in its charter)
COLORADO 36-0732690
(State of Incorporation) (I.R.S. Employer Identification No.)
1150 CLEVELAND STREET, SUITE 410
CLEARWATER, FLORIDA 34615
(Address of principal executive offices)
(813) 447-2998
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by court.
Yes No
--- ---
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
Common stock, no par value; 3,637,920 (post-split) shares outstanding
as of May 10, 1996
Transitional Small Business Disclosure Format (check one);
Yes No X
--- ---
<PAGE> 2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Index to Financial Statements
<TABLE>
<CAPTION>
Item Page
- - ---- ----
<S> <C>
Financial Statements:
Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . 3
Statements of Income(Loss) . . . . . . . . . . . . . . . . . . . 4
Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . 5
Notes to Financial Statements . . . . . . . . . . . . . . . 6- 9
</TABLE>
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<PAGE> 3
PROCYON CORPORATION
(A Development Stage Company)
Balance Sheets
March 31, 1996 and June 30, 1995
<TABLE>
<CAPTION>
March 31, June 30,
1996 1995
--------- ---------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $189,806 $305,081
Prepaid expenses 5,000
Accrued interest, affiliate 34,745 7,345
Note receivable, affiliate 555,000 335,000
--------- ---------
779,551 652,426
--------- ---------
PROPERTY AND EQUIPMENT, NET OF ACCUMULATED
DEPRECIATION OF $3,866 and $1,268 13,458 16,056
--------- ---------
TOTAL ASSETS $793,009 $668,482
--------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $1,039 $1,802
Accrued expenses 7,231
--------- ---------
1,039 9,033
--------- ---------
STOCKHOLDERS' EQUITY
Preferred stock, no par value; 500,000,000 shares authorized;
none issued
Series A Cumulative Convertible Preferred stock subscribed 38,000 755,000
Series A Cumulative Convertible Preferred stock, no par value;
4,000,000 shares authorized; 915,500 shares issued and
outstanding; net of issuance cost of $6,000 977,500
Common stock, no par value; 400,000,000 shares authorized;
3,189,600 shares issued and outstanding 590,196 590,196
Deficit accumulated during the development stage (813,726) (685,747)
--------- ---------
791,970 659,449
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$793,009 $668,482
========= =========
</TABLE>
See accompanying notes to financial statements.
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<PAGE> 4
PROCYON CORPORATION
(A Development Stage Company)
Statements of Income (Loss)
For the Three and Nine Months Ended March 31, 1996 and 1995 and Cumulative From
Inception
<TABLE>
<CAPTION>
Three Months Three Months Nine Months Nine Months Cumulative
Ended Ended Ended Ended From
3/31/96 3/31/95 3/31/96 3/31/95 Inception
------------ ------------ ----------- ----------- ----------
<S> <C> <C> <C> <C> <C>
OPERATING EXPENSES
Rent - affiliate $1,708 $1,383 $5,123 $1,383 $11,314
Salaries and payroll expenses 40,742 34,659 106,324 34,659 188,078
General and administrative 6,972 3,722 13,909 6,422 86,365
Professional fees 6,125 5,292 32,417 5,292 50,738
Depreciation and amortization 1,080 490 2,599 490 4,867
Interest 3,200
Offering costs 18,411
Bad debt expense 566,032
---------- ---------- ---------- ---------- ----------
56,627 45,546 160,372 48,246 929,005
---------- ---------- ---------- ---------- ----------
INCOME
Interest 1,739 3,855 4,993 3,872 79,284
Interest, affiliate 10,067 27,400 34,745
Other 1,250
---------- ---------- ---------- ---------- ----------
11,806 3,855 32,393 3,872 115,279
NET LOSS ($44,821) ($41,691) ($127,979) ($44,374) ($813,726)
---------- ---------- ---------- ---------- ----------
NET LOSS PER SHARE OF
COMMON STOCK ($0.01) ($0.01) ($0.04) ($0.01) ($0.28)
---------- ---------- ---------- ---------- ----------
WEIGHTED-AVERAGE NUMBER
OF COMMON SHARES
OUTSTANDING DURING THE PERIOD 3,189,600 3,189,600 3,189,600 3,189,600 2,908,702
---------- ---------- ---------- ---------- ----------
</TABLE>
See accompanying notes to financial statements
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<PAGE> 5
PROCYON CORPORATION
(A Development Stage Company)
Statements of Cash Flows
For the Nine Months Ended March 31, 1996 and 1995 and Cumulative From Inception
<TABLE>
<CAPTION>
Cumulative
From
1996 1995 Inception
---------- --------- ----------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net loss ($127,979) ($44,374) ($813,726)
Adjustments to reconcile net loss to net cash
used in operating activities
Depreciation and amortization 2,599 490 4,867
Bad debt expense 566,032
Changes in operating assets and liabilities
Decrease (increase) in prepaid expenses 5,000 (2,395) 0
Increase in accrued interest, affiliate (27,400) (34,745)
Increase (decrease) in accounts payable (763) 1,484 1,040
Increase (decrease) in accrued expenses (7,232) (1,001)
---------- --------- ----------
NET CASH USED IN OPERATING ACTIVITIES (155,775) (44,795) (277,533)
---------- --------- ----------
INVESTING ACTIVITIES
Purchase of equipment and furniture (16,522) (17,324)
Payment for organization costs (1,001)
Loan to Dental Health Care, including accrued interest (566,032)
Loans to affiliates (220,000) (210,000) (575,600)
Repayment of loans to affiliates 21,600
---------- --------- ----------
NET CASH USED IN INVESTING ACTIVITIES (220,000) (226,522) (1,138,357)
FINANCING ACTIVITIES
Sale of common stock for cash 590,196
Sale of preferred stock for cash 260,500 675,000 1,015,500
---------- --------- ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 260,500 675,000 1,605,696
---------- --------- ----------
INCREASE (DECREASE) IN CASH (115,275) 403,683 189,806
CASH, BEGINNING OF PERIOD 305,081 2,938
---------- --------- ----------
CASH, END OF PERIOD $189,806 $406,621 $189,806
========== ========= ==========
</TABLE>
See accompanying notes to financial statements
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<PAGE> 6
PROCYON CORPORATION
(A Development Stage Company)
Notes to Financial Statements
NOTE A - ORGANIZATION
Procyon Corporation (the "Company") was incorporated on March 19,
1987, in the state of Colorado and is a development stage company.
The Company was formed with the objective of identifying and
evaluating merger or acquisition candidates and structuring a merger
or acquisition of a privately held company for purposes of engaging in
its business activity.
The Company does not have any operating history, nor has it generated
any operating revenues, and activities have been limited to
organizational activities, raising funds through an initial public
offering and a preferred stock offering and to evaluating merger or
acquisition candidates.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents -- The Company considers all money market
accounts and highly liquid debt instruments purchased with an original
maturity of three months or less to be cash equivalents.
Property and Equipment -- Property and equipment are stated at cost.
Depreciation is provided using the straight-line method based upon the
estimated useful lives of the depreciable assets of five years.
Net Loss Per Share of Common Stock -- Net loss per share is computed by
dividing the net loss for the period by the weighted-average number of
shares of common stock outstanding during the period. Common
equivalent shares from stock warrants were excluded from the
computation because their effect is antidilutive for the periods
presented.
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<PAGE> 7
PROCYON CORPORATION
(A Development Stage Company)
Notes to Financial Statements (Continued)
NOTE C - STOCKHOLDERS' EQUITY
Upon inception of the Company, its founders purchased 1,750,000 shares
of no par value common stock for total consideration of $1,750. An
additional 1,439,600 shares of no par value common stock were sold via
an initial public offering for net proceeds of $588,446.
In connection with the Company's initial public offering, Series A and
B warrants were issued together with the common stock described above.
Each Series A warrant was exercisable at a price of $1.00 for the
purchase of one share of common stock during the period ended June 9,
1990. Each Series B warrant was exercisable at a price of $1.50 for
the purchase of one share of common stock during the period ended
December 9, 1990. The warrants were redeemable at the Company's
option in whole at any time during the warrants' exercise period at a
price of $.001 per warrant, subject to certain conditions. None of
the Series A or B warrants were exercised.
During January 1995, the Company's Board of Directors authorized the
issuance of up to 4,000,000 shares of Series A Cumulative Convertible
Preferred Stock ("Series A Preferred Stock") and the Company
subsequently entered into subscription agreements for the issuance of
1,015,500 shares of the Company's Series A Preferred Stock for $1 per
share. As of March 31, 1996, the Company had received $1,015,500 in
proceeds from the subscriptions and had issued all except 38,000 of
the related shares. In addition, the Company issued 6,000 shares of
Series A Preferred Stock valued at $1 per share as a commission in
connection with the offering. The preferred stockholders are entitled
to receive, as and if declared by the board of directors, quarterly
dividends at a rate of $.10 per share of Series A Preferred Stock per
annum. Dividends will accrue without interest and will be cumulative
from the date of issuance of the Series A Preferred Stock and will be
payable quarterly in arrears in cash or publicly traded common stock
when and if declared by the board of directors. The preferred
stockholders have the right to convert each share of Series A
Preferred Stock into one share of the Company's common stock at any
time without additional consideration. However, each share of Series
A Preferred Stock is subject to mandatory conversion into one share of
common stock of the Company effective as of the close of a public
offering of the Company's common stock provided, however, that the
offering must provide a minimum of $1 million in gross proceeds to the
Company and the initial offering price of such common stock must be at
least $1 per share. In addition to the rights described above, the
holders of the Series A Preferred Stock will have equal voting rights
as the common stockholders based upon the number of shares of common
stock into which the Series A Preferred Stock is convertible. The
Company is obligated to reserve an adequate number of shares of its
common stock to satisfy the conversion of all of the outstanding
Series A Preferred Stock.
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<PAGE> 8
PROCYON CORPORATION
(A Development Stage Company)
Notes to Financial Statements (Continued)
NOTE D - RELATED PARTY TRANSACTIONS
As of July 31, 1988, the Company entered into a promissory note
agreement with a shareholder for $20,000. The note accrued interest
at a rate of 10 percent per annum and was repaid out of the proceeds
from the Company's initial public offering.
During 1994, the Company began discussions with Amerx Health Care
Corp. ("Amerx"), a Florida Corporation incorporated on September 13,
1993, regarding a possible merger. Amerx is in the business of
distributing a topical cream which aids in healing certain wounds on
humans. Amerx is wholly owned by the majority shareholder of the
Company.
In a series of one-year loans, the Company advanced Amerx $555,000
from the proceeds of the Series A Preferred Stock subscriptions (See
Note C). The loans bear interest at a rate eight percent per annum
and mature during the period ending March 1997. The loans are
collateralized by the affiliates' accounts receivable and are
guaranteed by the stockholder of Amerx.
NOTE E - FINANCIAL CONDITION
On August 22, 1989, the Company entered into an Agreement and Plan of
Reorganization (the "Agreement") and a Promissory Note, Guarantee and
Stock Pledge Agreement (the "Note") with Dental Health of America,
Inc. ("DHA"). The Agreement provides for the merger of the Company
into a wholly owned subsidiary of DHA. Pursuant to the Note, the
Company loaned to DHA $525,000. DHA's obligations under the Note are
secured by the personal guarantees of two affiliates of DHA, Martin J.
McGreevey and J. Mowry Rardon, as well as by a pledge of DHA common
stock.
The merger contemplated by the Agreement requires that DHA file a Form
S-4 Registration Statement with the Securities and Exchange
Commission. DHA's failure to file such Registration Statement by
September 22, 1989, constituted a default by DHA under the Note. In
an attempt to protect its rights under the Note, the Company commenced
a lawsuit against DHA and the guarantors on or about December 19,
1989.
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<PAGE> 9
PROCYON CORPORATION
(A Development Stage Company)
Notes to Financial Statements (Continued)
NOTE E - FINANCIAL CONDITION (Continued)
Beginning in late 1989, DHA began to experience financial and
operating difficulties. These difficulties caused DHA to default on
certain of its obligations and to file a voluntary petition for
bankruptcy under Chapter 11 of the United States Bankruptcy Code in
April 1990.
During fiscal year 1991, DHA filed a petition under chapter seven of
the United States Bankruptcy Code. Due to these circumstances, the
Company has established a reserve for bad debt in the amount of
$566,032, representing all principal and accrued interest under the
Note. The Company is of the opinion that its ability to currently or
ultimately receive repayment of the note obligation or any related
accrued interest is remote.
NOTE F - MERGER
On January 31, 1996, the Company entered into an Agreement and Plan of
Exchange (the "Agreement") with Amerx Health Care Corp., a corporation based in
Clearwater, Florida ("Amerx"). The Agreement provides that the Company will
acquire Amerx through a share exchange in which all of the issued and
outstanding common stock of Amerx will be exchanged for a total of 3,000,000
(post-split) shares of common stock of the Company (the "Exchange"). The
Agreement provides that as a condition to the Exchange, the Company will
complete a five for one reverse split of its issued and outstanding shares of
common stock.
Assuming the completion of the Exchange and the stock split, the
Company would have a total of 3,637,920 shares of common stock and 1,000,000
shares of preferred stock issued and outstanding; each outstanding share of
preferred stock may be converted at the holder's option into one share of
common stock. The Company's President and controlling shareholder, John C.
Anderson, would own approximately 3,350,000 shares of common stock upon
completion of the Exchange and stock split and assuming the conversion of all
preferred stock.
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<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
General
Procyon Corporation (the "Company") was formed in 1987 in
order to identify and evaluate merger or acquisition candidates, and to
structure and consummate a merger with or acquisition of a selected candidate.
In order to finance its acquisition strategy, the Company completed a public
offering in February 1989, which provided the Company with $719,800 in gross
offering proceeds.
After completing its public offering, the Company's activities
focused on the identification and evaluation of merger or acquisition
candidates. The Company considered a number of acquisition and merger
candidates on a preliminary basis, and in August 1989, the Company entered into
certain agreements with Dental Health of America, Inc. ("DHA"). Such
agreements provided for the Company to acquire DHA. In connection with the
proposed acquisition, the Company made certain loans to DHA. DHA breached its
agreements with the Company. As a result, loans to DHA were not repaid and the
acquisition was not completed. Following DHA's breach of its agreements with
the Company and until 1995, the Company conducted extremely limited operations.
During calendar year 1995 and through the first three calendar
months of 1996, the Company raised approximately $1,015,500 through the private
sale of 1,015,500 shares of Series A Preferred Stock (the "Preferred Stock").
In November 1995, the Company entered into a letter of intent with Amerx Health
Care Corp., a corporation based in Clearwater, Florida ("Amerx"), all of the
issued and outstanding capital stock of which is currently owned by John C.
Anderson, the President and controlling shareholder of the Company. The letter
of intent contemplated that the parties would enter into one or more definitive
agreements pursuant to which the Company would acquire Amerx through a merger
or share exchange.
In January 1996 the Company entered into an Agreement and Plan
of Exchange (the "Agreement") with Amerx, which provided that the Company would
acquire Amerx through a share exchange in which all of the issued and
outstanding common stock of Amerx will be exchanged for a total of 3,000,000
(post-split) shares of common stock of the Company (the "Exchange"). The
Agreement provided that as a condition to the Exchange, the Company was
required to complete a five for one reverse split of its issued and outstanding
shares of common stock. At a special meeting of shareholders held on April 15,
1996, the shareholders approved the 5 for 1 reverse split (the "Stock Split"),
which became effective as of March 8, 1996. The Exchange was completed on May
9, 1996. After giving effect to the Exchange and the Stock Split, the Company
currently has a total of 3,637,920 shares of common stock and 1,021,500 shares
of Preferred Stock issued and outstanding.
Formed in September 1993, Amerx develops and markets medical
products used in the treatment of dermatitis, inflammation, bed sores and
various other skin wounds. Amerx's
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<PAGE> 11
products are based on proprietary concepts which it attempts to protect as
trade secrets. The market for Amerx's products consists principally of
hospitals, nursing homes, and other health care institutions. As of March 31,
1995, the Company had loaned a total of $555,000 to Amerx in accordance with
the terms and conditions of certain promissory notes. Each such note is
secured by a pledge of Amerx's accounts receivable, is personally guaranteed by
John C. Anderson, accrues interest at the rate of 8% per annum and is due and
payable 12 months from its date. Amerx has used the loan proceeds in order to
fund its operations. As a result of the Exchange, such notes constitute
intercompany receivables between the Company and its wholly-owned subsidiary,
and the principal amount of such notes and the accrued interest thereon will
not be reflected in the Company's consolidated financial statements covering
future periods.
Financial Condition
The Company had extremely limited capital resources following
termination of the DHA transaction. The Company's liquidity improved
significantly as a result of the sale of the Preferred Stock described above.
The Company had cash and cash equivalents of $189,806 at March 31, 1996, as
compared to $305,081 at June 30, 1995, a decrease of $115,275. The Company had
current liabilities of $1,039 at March 31, 1996, a decrease of $7,994 as
compared to $9,033 in current liabilities at June 30, 1995.
The Company's future capital requirements are expected to be a
function of the positive (or negative) cash flows generated by Amerx's
operating activities. Given existing capital resources available to the
Company and the anticipated short-term operating results of Amerx, the Company
believes that it will be capable of funding operations through the 1996
calendar year. However, there can be no assurance that Amerx will generate
revenues (or that the Company will raise additional capital) which will be
sufficient to fund continuing operations. In the event the Company requires
additional capital, management would attempt to raise necessary funds through
private sales of debt or equity securities, through credit agreements with
banks or other financial institutions or through loans or investments by the
Company's existing shareholders. The Company has not taken steps to identify
any particular funding sources or the terms on which funds might be sought, and
there can be no assurance that capital required to fund operations will be
available.
Results of Operations
The Company had revenues of $11,806 during the three months
ended March 31, 1996 consisting entirely of interest income, $10,067 of which
was interest income from Amerx. Revenues during the comparable period of the
prior fiscal year were $3,855, also consisting entirely of interest income,
none of which was from Amerx. The Company had revenues of $32,393 during the
nine months ended March 31, 1996 consisting entirely of interest income,
$27,400 of which was interest income from Amerx. Revenues during the
comparable period of the prior fiscal year were $3,872, also consisting
entirely of interest income, none of which was from Amerx. As described above,
the notes receivable from Amerx are now intercompany receivables, which will
not be reflected in the Company's consolidated financial statements covering
future periods.
Operating expenses in the three months ended March 31, 1996
were $56,627 as compared to $45,546 during the same period of 1995. Expenses
during the 1996 period included salary and payroll expenses of $40,742,
professional fees of $6,125 and general and administrative expenses of $6,972.
The increase in operating expenses to their current levels reflects costs
associated with pursuing and evaluating the Amerx acquisition, preparing and
filing required periodic reports with the Securities and Exchange Commission,
salary and payroll expenses relating to management and administrative employees
hired to oversee and direct Amerx's future operations, the lease covering
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<PAGE> 12
the Company's offices and other basic operating expenses. The Company had a
net loss of $44,821 during the three months ended March 31, 1996 as compared to
a net loss of $41,691 during the same period of 1994. Expenses in the nine
month period ended March 31, 1996 were $160,372 as compared to $48,246 during
the same nine month period in 1995. The Company had a net loss of $127,979
during the nine months ended March 31, 1996 as compared to a net loss of
$44,374 during the corresponding prior year period.
From inception through March 31, 1996, the Company had total
expenses of $929,005, resulting in a net loss from inception of $813,726.
Establishing a bad debt reserve of $566,032 with respect to the DHA Note
represented approximately 61% of the Company's total expenses from inception
through March 31, 1996.
Form 8-K
The Company's future operating results and liquidity will
reflect and be a function of Amerx's operating results. On or about the date
of this report, the Company expects to file a current report on Form 8-K which
contains additional information concerning Amerx.
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<PAGE> 13
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
A special meeting of shareholders was held at the Company's
offices on April 15, 1996, subsequent to the close of the third quarter for
which this report is being filed. An information statement relating to the
meeting was provided to shareholders, but proxies were not solicited from any
shareholders in connection with the meeting. The shareholders approved a
proposal to effect a 5 for 1 reverse split of the Company's issued and
outstanding Common Stock (the "Stock Split"). The Stock Split became effective
as of the date on May 8, 1996. The principal effect of the Stock Split was to
decrease the number of issued and outstanding shares of common stock from
3,189,600 to approximately 637,920. (After giving effect to the Exchange
completed on May 9, 1996, the Company had 3,637,920 shares of common stock
outstanding.)
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 27
(b) None.
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<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Form 10-QSB to be signed on its behalf by
the undersigned, thereunto duly authorized.
PROCYON CORPORATION
Dated: May 15, 1996 By: /s/ John C. Anderson
--------------------------------------
John C. Anderson, President and acting
Principal Financial Officer
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<PAGE> 15
EXHIBIT INDEX
Exhibit
Number Exhibit Description Page
- - ------- ------------------- ----
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S UNAUDITED FINANCIAL STATEMENTS DATED AS OF MARCH 31, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1995
<PERIOD-END> MAR-31-1996
<CASH> 189,806
<SECURITIES> 0
<RECEIVABLES> 589,745
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 779,551
<PP&E> 17,324
<DEPRECIATION> 3,866
<TOTAL-ASSETS> 793,009
<CURRENT-LIABILITIES> 1,039
<BONDS> 0
<COMMON> 590,196
0
977,500
<OTHER-SE> 38,000
<TOTAL-LIABILITY-AND-EQUITY> 793,009
<SALES> 0
<TOTAL-REVENUES> 11,806
<CGS> 0
<TOTAL-COSTS> 56,627
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (44,821)
<INCOME-TAX> 0
<INCOME-CONTINUING> (44,821)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (44,821)
<EPS-PRIMARY> (.04)
<EPS-DILUTED> (.04)
</TABLE>
