<PAGE>
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: June 30, 1998
--------------
Commission File Number: 1-9605
------
Media Logic, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Massachusetts 04-2772354
------------------------------- -----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
310 South Street, P.O. Box 2258, Plainville, MA 02762
-----------------------------------------------------
(Address of principal executive offices) (Zip Code)
(508) 695-2006
----------------------------------------------------
(Registrant's telephone number, including area code)
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.
X Yes No
---- ------
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common stock, $.01 par value - 13,333,409 shares as of August 7, 1998
<PAGE>
INDEX
MEDIA LOGIC, INC.
PART I. FINANCIAL INFORMATION
Item 1. Consolidated condensed financial statements (Unaudited)
Consolidated condensed balance sheets - June 30, 1998 and March 31,
1998
Consolidated condensed statements of operations - three months ended
June 30, 1998 and 1997
Consolidated condensed statements of cash flows - three months ended
June 30, 1998 and 1997
Notes to consolidated condensed financial statements - June 30, 1998
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
- ----------
<PAGE>
PART I. FINANCIAL INFORMATION
- ------- ---------------------
MEDIA LOGIC, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
(UNAUDITED)
June 30, March 31,
1998 1998
------------ ------------
<S> <C> <C>
ASSETS
- ------
CURRENT ASSETS:
Cash $ 805,076 $ 155,348
Accounts receivable, net 724,858 375,215
Inventories 3,648,727 3,822,238
Prepaid expenses and other current assets 0 1,500
------------ ------------
Total current assets 5,178,661 4,354,301
PROPERTY AND EQUIPMENT, net 309,273 278,439
DEFERRED FINANCING COSTS 142,915 157,720
OTHER ASSETS 10,138 6,037
------------ ------------
$ 5,640,987 $ 4,796,497
------------ ------------
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES::
Accounts payable $ 642,598 $ 673,660
Accrued expenses 197,402 283,553
------------ ------------
Total current liabilities 840,000 957,213
CONVERTIBLE SUBORDINATED DEBENTURES 369,664 348,199
STOCKHOLDERS' EQUITY:
Common stock, par value $.01 per share; 20,000,000
shares authorized; 13,333,409 and 11,284,514 shares
issued and outstanding as of June 30, 1998 and
March 31, 1998, respectively
133,334 112,845
Additional paid-in capital 26,088,106 24,327,502
Accumulated deficit (21,790,117) (20,949,262)
------------ ------------
Total stockholders' equity 4,431,323 3,491,085
------------ ------------
$ 5,640,987 $ 4,796,497
------------ ------------
------------ ------------
</TABLE>
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
<PAGE>
PART I. FINANCIAL INFORMATION
MEDIA LOGIC, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
June 30,
1998 1997
------------ ------------
<S> <C> <C>
NET SALES $ 622,703 $ 332,569
COSTS AND EXPENSES:
Cost of products sold 482,195 245,441
Selling, general and administrative expenses 630,713 746,927
Research and development expenses 309,847 429,682
------------ ------------
LOSS FROM OPERATIONS (800,052) (1,089,481)
OTHER INCOME (EXPENSE):
Interest income 2,655 12,713
Interest expense-convertible debentures (46,244) (226,372)
Other 2,785 1,140
------------ ------------
NET LOSS $ (840,856) $ (1,302,000)
------------ ------------
------------ ------------
BASIC AND DILUTED LOSS PER SHARE (Note 3) $ (.07) $ (.21)
------------ ------------
------------ ------------
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 12,565,228 6,321,067
------------ ------------
------------ ------------
</TABLE>
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
<PAGE>
PART I. FINANCIAL INFORMATION
- ------------------------------
MEDIA LOGIC, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JUNE 30,
1998 1997
----------- -----------
<S> <C> <C>
CASH USED BY OPERATING ACTIVITIES $(1,063,586) $(1,218,651)
----------- -----------
CASH PROVIDED (USED) BY INVESTING ACTIVITIES:
Purchase of property and equipment, net (63,679) --
(Increase) decrease in other assets (4,101) 12,055
----------- -----------
(67,780) 12,055
----------- -----------
CASH PROVIDED BY FINANCING ACTIVITIES:
Proceeds from issuance of common stock 1,781,094 1,200
----------- -----------
1,781,094 1,200
----------- -----------
NET INCREASE (DECREASE) IN CASH 649,728 (1,205,396)
CASH BALANCE, BEGINNING OF PERIOD 155,348 2,382,875
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CASH BALANCE, END OF PERIOD $ 805,076 $ 1,177,479
----------- -----------
----------- -----------
</TABLE>
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
<PAGE>
MEDIA LOGIC, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
June 30, 1998
(1) Operations and Basis of Presentation
Media Logic, Inc. (the "Company") designs and manufactures tape-based data
storage libraries targeted at the information needs of small to mid-sized
businesses.
As permitted by rules of the Securities and Exchange Commission applicable to
quarterly reports on Form 10-Q, these notes are condensed and do not contain all
disclosures required by generally accepted accounting principles. Reference
should be made to the consolidated financial statements and related notes
included in the Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1998.
In the opinion of the Company's management, the accompanying consolidated
condensed financial statements contain all adjustments (consisting of only
normal recurring items) necessary to present fairly the Company's financial
position at June 30, 1998, and the results of its operations and its cash flows
for the three months ended June 30, 1998 and June 30, 1997.
(2) Inventories
<TABLE>
<CAPTION>
June 30, 1998 March 31, 1998
------------- --------------
<S> <C> <C>
Raw materials $ 949,176 $1,087,245
Work in process 206,996 289,996
Finished goods 2,492,555 2,444,997
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$3,648,727 $3,822,238
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------------- --------------
</TABLE>
(3) Loss per Share
Basic loss per share is computed by dividing net loss by the weighted average
number of common shares outstanding during the period. Diluted loss per share is
computed by dividing net loss by the weighted average number of dilutive common
shares outstanding during the period. Dilutive weighted average shares reflect
the dilutive effect, if any, of common stock options based on the treasury stock
method. Basic and diluted earnings per share are the same for the three months
ended June 30, 1998 and 1997 because potentially dilutive common shares are
antidilutive.
(4) Convertible Subordinated Debentures
On March 24, 1997, the Company issued 7% convertible subordinated debentures
(the "March Debentures") for gross proceeds of $3,530,000. Each March Debenture
had a face amount of $10,000 and bore interest at 7% per annum. Interest was
payable upon conversion or redemption of the March Debentures and was payable in
either cash or shares of common stock at the average market price of common
stock over the five days preceding the conversion dates, at the option of the
Company.
The March Debentures were convertible at the option of the holder into common
stock of the Company beginning on the earlier of (i) the effective date of the
S-3 Registration Statement to register such conversion shares or (ii) June 23,
1997. The conversion price was equal to the lower of (i) 120% of the average
closing bid price of the common stock for the five trading-day
<PAGE>
period ending on the trading day prior to the subscription date (March 24, 1997)
or (ii) 80% of the average closing bid price for five days immediately preceding
the conversion date, subject to a $.90 per share minimum conversion price.
During fiscal 1998, all of the March Debentures plus accrued interest were
converted into common stock.
In connection with the issuance of the March Debentures, the Company issued
warrants to purchase 1,550,870 shares of common stock at $3.00 per share and
200,000 shares of common stock at $2.00 per share. Warrants to purchase 650,870
shares of common stock at an exercise price of $3.00 per share are exercisable
at any time prior to September 22, 2001 and warrants to purchase 900,000 of such
shares are exercisable at any time prior to March 24, 2002. As of June 30, 1998,
none of these warrants have been exercised.
The Company recognized the estimated fair value of the warrants based on the
Black-Scholes valuation model and the guaranteed return conversion feature
attributable to the March Debentures as deferred financing costs with an
increase to additional paid-in capital. These amounted to approximately
$1,280,000 along with actual cash financing costs of approximately $432,000.
Deferred financing costs were being amortized over three years, the stated term
of the March Debentures. However, upon conversion of the March Debentures, all
unamortized deferred financing costs were charged against additional paid-in
capital.
On October 29, 1997, the Company issued 7% convertible subordinated debentures
(the "October Debentures") for gross proceeds of $750,000. The October
Debentures bear interest at 7% per annum. Interest is payable upon conversion or
redemption of the October Debentures and is payable in either cash or shares of
common stock at the average market price of common stock over the five days
preceding the conversion dates, at the option of the Company.
The October Debentures are convertible at the option of the holder into common
stock of the Company at any time prior to maturity at a conversion price equal
to the lower of (i) $1.95, which amount is 120% of the average closing bid price
of the common stock for the five trading-day period ending on October 29, 1997)
and (ii) 80% of the average closing bid price for five days immediately
preceding the conversion date, subject to a $.90 per share minimum conversion
price. The October Debentures mature on October 29, 2000. As of June 30, 1998,
October Debentures with a face value totaling $180,000 plus accrued interest
have been converted into common stock.
In connection with the issuance of the October Debentures, the Company issued
warrants to purchase 500,000 shares of common stock at $2.00 per share. The
warrants are exercisable at the option of the warrantholder at any time on or
prior to January 26, 2003. As of June 30, 1998, none of these warrants have been
exercised.
The Company recognized the estimated fair value of the warrants based on the
Black-Scholes valuation model and the guaranteed return conversion feature
attributable to the October Debentures as deferred financing costs with an
increase to additional paid-in capital. These amounted to approximately $84,000
along with actual cash financing costs of approximately $93,000. Deferred
financing costs are being amortized over three years, the stated term of the
October Debentures. However, upon conversion of the October Debentures, any
unamortized deferred financing costs will be charged against additional paid-in
capital.
<PAGE>
5) Common Stock
On December 29, 1997, the Company sold 1,700,000 shares of is common stock, $.01
par value per share, to private investors at a price of $.90 per share. The
Company's net proceeds from this transaction totaled $1,060,961 and were
restricted to utilization in connection with the Company's automated tape
library business. In connection with this private placement, the Company issued
warrants to private investors to purchase 1,000,000 shares of common stock at an
exercise price of $3.00 per share and warrants to purchase 1,000,000 shares of
common stock at $1.50 per share. The warrants are exercisable at the option of
the warrantholder at any time prior to December 29, 2002. The Company also
issued warrants to purchase 500,000 shares of common stock at $2.00 per share to
the placement agents for the offering. These warrants are exercisable at any
time on or prior to December 29, 2002.
During May 1998, the Company sold 2,048,895 shares of common stock to private
investors with gross proceeds of $1,850,000. In connection with this private
placement, the Company issued warrants to purchase 26,666 shares at $1.25 per
share, 1,011,114 shares at $1.50 per share and 1,011,115 shares at $3.00 per
share. These warrants are exercisable at any time prior to 5:00 PM on various
dates between May 1, 2003 and May 29, 2003.
<PAGE>
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Three Months Ended June 30, 1998 Compared to Three Months Ended June 30, 1997
Results of operations
- ---------------------
Sales:
- ------
Sales for the three months ended June 30, 1998 were $622,703 as compared with
$332,569 for the three months ended June 30, 1997, an increase of 87%. Sales of
tape libraries for the three months ended June 30, 1998, were approximately
$450,000, while revenues and demand for the Company's traditional product lines
of certification, evaluation and duplication equipment continue to decline.
The Company's business strategy is to devote substantially all of its resources
to the development, marketing and sale of its automated tape libraries. The
Company will continue to support its historical product lines on a limited basis
but will no longer continue to actively pursue all sales opportunities for new
equipment, spare parts and service of its historical product lines that become
available.
Gross Profit:
- -------------
Gross profit for the three months ended June 30, 1998 was $140,508 (23%) as
compared with $87,128 (26%) for the three months ended June 30, 1997. The
decline in gross margin is the result of the sales mix with tape libraries
yielding a higher margin significantly offset by the sale of traditional
products at significantly lower margins. Future gross margins will be impacted
by the ability of the Company to implement additional cost controls and the mix
of product sales anticipating an increase in revenues from tape libraries.
Expenses:
- ---------
Selling, General and Administrative ("S,G&A") expenses for the three months
ended June 30, 1998 were $630,713 (101.3% of sales) as compared with $746,927
(224.6% of sales) for the three months ended June 30, 1997. The consolidation of
all Company operations in corporate headquarters in Plainville, MA, during the
second quarter of fiscal year 1998 is the primary reason for the decrease in
S,G&A expenses.
Research and development expenses for the three month period ended June 30, 1998
were $309,847 (49.8% of sales) as compared to $429,682 (129.2% of sales) for the
three month period ended June 30, 1997. All of the Company's research and
development are related to the development of the product line of automated data
libraries. The decrease in research and development expenses is due primarily to
the consolidation of all research and development activites in Plainville, MA,
during the second quarter of fiscal year 1998. The Company will continue to
incur research and development expenses in the future as it makes improvements
and modifications to its tape library products.
Liquidity and Capital Resources:
- --------------------------------
At June 30, 1998, the Company had working capital of $4.3 million compared to
$3.4 million at March 31, 1998. The current ratio was 6.2 to 1 as of June 30,
1998 and 4.5 to 1 as of March 31, 1998. The increase in working capital is
principally due to the proceeds from the private placement of common stock
during May 1998.
<PAGE>
On March 24, 1997, the Company issued 7% convertible subordinated debentures
(the "March Debentures") for gross proceeds of $3,530,000. Each March Debenture
had a face amount of $10,000 and bore interest at 7% per annum. Interest was
payable upon conversion or redemption of the March Debentures and was payable in
either cash or shares of common stock at the average market price of common
stock over the five days preceding the conversion dates, at the option of the
Company. The March Debentures were convertible at the option of the holder into
common stock of the Company beginning on the earlier of (i) the effective date
of the S-3 Registration Statement to register such conversion shares or (ii)
June 23, 1997. The conversion price was equal to the lower of (i) 120% of the
average closing bid price of the common stock for the five trading-day period
ending on the trading day prior to the subscription date (March 24, 1997) or
(ii) 80% of the average closing bid price for five days immediately preceding
the conversion date, subject to a $.90 per share minimum conversion price.
During fiscal 1998, all of the March Debentures plus accrued interest were
converted into common stock. In connection with the issuance of March
Debentures, the Company issued warrants to purchase 1,550,870 shares of common
stock at an exercise price of $3.00 per share and warrants to purchase 200,000
shares of common stock at an exercise price of $2.00 per share. Warrants to
purchase 650,870 shares at an exercise price of $3.00 are exercisable at any
time prior to September 21, 2001 and warrants to purchase 900,000 shares are
exercisable at any time prior to March 24, 2002.
On October 29, 1997, the Company issued 7% convertible subordinated debentures
(the "October Debentures") for gross proceeds of $750,000. The October
Debentures bear interest at 7% per annum. Interest is payable upon conversion or
redemption of the October Debentures and is payable in either cash or shares of
common stock at the average market price of common stock over the five days
preceding the conversion dates, at the option of the Company. The October
Debentures are convertible at the option of the holder into common stock of the
Company at any time prior to maturity at a conversion price equal to the lower
of (i) $1.95, which amount is 120% of the average closing bid price of the
common stock for the five trading-day period ending on October 29, 1997 or (ii)
80% of the average closing bid price for five days immediately preceding the
conversion date, subject to a $.90 per share minimum conversion price. The
October Debentures mature on October 29, 2000. As of June 30, 1998, October
Debentures with a face value totaling $180,000 plus accrued interest have been
converted into common stock. In connection with the issuance of the October
Debentures, the Company issued warrants to purchase 500,000 shares of common
stock at an exercise price of $2.00 per share. These warrants are exercisable at
any time on or prior to January 26, 2003.
On December 29, 1997, the Company sold 1,700,000 shares of is common stock, $.01
par value per share, to private investors at a price of $.90 per share. The
Company's net proceeds from this transaction totaled $1,060,961 and were
restricted to utilization in connection with the Company's automated tape
library business. In connection with this private placement, the Company issued
warrants to private investors to purchase 1,000,000 shares of common stock at an
exercise price of $3.00 per share and warrants to purchase 1,000,000 shares of
common stock at $1.50 per share. The warrants are exercisable at the option of
the warrantholder at any time prior to December 29, 2002. The Company also
issued warrants to purchase 500,000 shares of common stock at $2.00 per share to
the placement agents for the offering. These warrants are exercisable at any
time on or prior to December 29, 2002.
During May 1998, the Company sold 2,048,895 shares of common stock to private
investors with gross proceeds of $1,850,000. In connection with this private
placement, the Company issued warrants to purchase 26,666 shares at $1.25 per
share, 1,011,114 shares at $1.50 per share
<PAGE>
and 1,011,115 shares at $3.00 per share. These warrants are exercisable at any
time prior to 5:00 PM on various dates between May 1, 2003 and May 29, 2003. The
Company, because of its continuing losses from operations, anticipates that,
unless revenues increase significantly, it will require additional capital in
order to continue its operations. The Company has no assurance that it will be
able to raise such additional capital, if needed, in a timely manner or on
favorable terms, if at all. If the Company is unable to increase revenues
significantly and/or secure additional financing, the Company could be forced to
curtail or discontinue its operations. The Company does not fully satisfy all of
the American Stock Exchange guidelines for continued listing and there is no
assurance listing will be continued.
The Company continually monitors the changing business conditions and takes
whatever actions it deems necessary to protect and promote the Company's
interests.
Uncertainties
- -------------
The discussion in this report which express "belief", "anticipation", "plans",
"expectation", "future" or "intention" as well as other statements which are not
historical fact are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements are based on
management's current expectations and involve a number of risks and
uncertainties. The Company's actual results could differ significantly from the
results discussed in these forward-looking statements. Factors that could cause
future results to differ materially from such expectations include, but are not
limited to: the uncertainty surrounding the Company's change in product base
from floppy disk/magnetic tape certifiers and evaluators to automated data
libraries: the Company's limited experience in manufacturing, marketing and
selling automated data libraries and the risk that the Company's new products
may not be able to be marketed at acceptable prices or receive commercial
acceptance in the markets that the Company expects to target; the loss of the
services of one or more of the Company's key individuals, which could have a
material adverse impact on the Company; the development of competing or superior
technologies and products from competitors, many of whom have substantially
greater financial, technical and other resources than the Company; the cyclical
nature of the computer industry; the availability of additional capital to fund
continued operations on acceptable terms, if at all; and, general economic
conditions in both the United States and overseas markets. As a result, the
Company's future operations involve a high degree of risk.
Year 2000 Compliance
- --------------------
The Year 2000 issue refers to potential problems with computer systems or any
equipment with computer chips or software that use dates where the date has been
stored as just two digits (e.g. 98 for 1998). On January 1, 2000, any clock or
data recording mechanism incorporating the date sensitive software which uses
only two digits to represent the year may recognize a date using 00 as the year
1900 rather that the year 2000. This could result in a system failure or
miscalculations causing disruption of operations including, among other things,
a temporary inability to process transactions, send invoices, or engage in
similar business activities.
The Company has conducted a review of its internal information systems to
determine the extent of any Year 2000 problem. Based on such review, the Company
does not currently believe that it has material exposure to the Year 2000 issue
with respect to its own information systems, since its core existing business
information systems correctly define the year 2000.
The Company is in the process of contacting its major suppliers and customers in
an effort to determine the extent to which the Company may be vulnerable to
those parties' failure to timely
<PAGE>
correct their own Year 2000 problem. To date, the Company is unaware of any
situations of noncompliance that would materially adversely affect its
operations or financial condition. There can be no assurance, however, that
instances of compliance which could have a material adverse effect on the
Company's operations or financial condition will not be identified; that the
systems of other companies with which the Company transacts business will be
corrected on a timely basis; or that a failure by such entities to correct a
Year 2000 problem or a correction which is incompatible with the Company's
information systems would not have a material adverse effect on the Company's
operations or financial condition.
<PAGE>
PART II. OTHER INFORMATION
- ---------------------------
Item 1. LEGAL PROCEEDINGS
None
Item 2. CHANGES IN SECURITIES
On various dates during May 1998, the Company sold an
aggregate of 2,048, 895 shares of common stock to
accredited investors in a private placement exempt
from registration pursuant to Rule 506 of Regulation
D under the Securities Act of 1933, as amended, for
gross proceeds of $1,850,000. In connection with this
private placement, the Company issued warrants to
purchase 26,666 shares at $1.25 per share, 1,011,114
shares at $1.50 per share and 1,011,115 shares at
$3.00 per share. These warrants are exercisable at
any time prior to 5:00 PM on various dates between
May 1, 2003 and May 29, 2003.
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
(a) Exhibits
27 Financial data schedule
(b) Reports on Form 8-K
The Company filed a report on Form 8-K dated June 5,
1998 announcing that the Company had completed a
private placement of common stock in which it raised
gross proceeds of $1,850,000.
The Company filed a report on Form 8-K dated June 26,
1998 announcing that it had restated the results of
operations for the three and nine months ended
December 31, 1997.
<PAGE>
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.
MEDIA LOGIC, INC.
Date: August 14, 1998 \S\ John T. Loughran
--------------- -------------------------
John T. Loughran
Principal Accounting Officer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED BALANCE SHEETS AND STATEMENTS OF OPERATIONS FOUND IN THE
COMPANY'S FORM 10-Q FOR THE YEAR-TO-DATE, AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-END> JUN-30-1998
<CASH> 805,076
<SECURITIES> 0
<RECEIVABLES> 730,562
<ALLOWANCES> 5,704
<INVENTORY> 3,648,727
<CURRENT-ASSETS> 5,178,661
<PP&E> 1,774,617
<DEPRECIATION> 1,465,344
<TOTAL-ASSETS> 5,640,987
<CURRENT-LIABILITIES> 840,000
<BONDS> 369,664
0
0
<COMMON> 133,334
<OTHER-SE> 26,088,106
<TOTAL-LIABILITY-AND-EQUITY> 5,640,987
<SALES> 622,703
<TOTAL-REVENUES> 622,703
<CGS> 482,195
<TOTAL-COSTS> 1,422,755
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 46,244
<INCOME-PRETAX> (840,856)
<INCOME-TAX> 0
<INCOME-CONTINUING> (840,856)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (840,856)
<EPS-PRIMARY> (.07)
<EPS-DILUTED> (.07)
</TABLE>
