<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
[ ] 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 0-17772
NET COMMAND TECH, INC.
----------------------
(Exact name of small business issuer as
specified in its charter)
DELAWARE 56-0672633
--------------------------------- -------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
62 Indian Trace, Suite 286
Weston, FL 33326
----------------------------------------
(Address of principal executive offices)
CORSAIRE, INC.
--------------
(Former Name)
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 No X*
-------- --------
Number of shares outstanding of each of the issuer's classes of common
equity, as of May 1, 1999: 10,293,639 shares of common stock, $0.001 par value
per share.
*See Financial Statements Footnote 6.
<PAGE> 2
NET COMMAND TECH, INC.
(formerly Corsaire, Inc. and Corsaire Snowboard, Inc.)
FORM 10-QSB
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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<S> <C>
PART I
ITEM 1: FINANCIAL STATEMENTS....................................................................................1
Consolidated Balance Sheets.............................................................................2
Consolidated Statement of Operations....................................................................4
Consolidated Statement of Changes in Stockholders' Equity...............................................5
Consolidated Statement of Cash Flows....................................................................6
Notes to Consolidated Financial Statements..............................................................8
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION............................................................................................12
Part II
Item 1: Legal Proceedings......................................................................................14
Item 2: Changes in Securities..................................................................................14
Item 3: Defaults Upon Senior Securities........................................................................14
Item 4: Submission of Matters to Vote of Security Holders......................................................14
Item 5: Other Information......................................................................................14
Item 6: Exhibits and Reports on Form 8-K.......................................................................14
Signatures......................................................................................................15
</TABLE>
i
<PAGE> 3
PART I
ITEM 1. FINANCIAL STATEMENTS
In the opinion of management, the accompanying consolidated balance
sheets and related consolidated interim statements of operations and cash flows
(unaudited) include all adjustments (consisting only of normal recurring items)
necessary for their fair presentation in conformity with generally accepted
accounting principles. Preparing consolidated financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets, liabilities, revenues, and expenses. Actual results may differ from
these estimates. Interim results are not necessarily indicative of results for
the full year.
The information included in this Form 10-QSB should be read in
conjunction with Management's Discussion and Analysis and financial statements
and notes thereto included in the Company's Form 10-KSB for the year ended
December 31, 1998.
<PAGE> 4
NET COMMAND TECH, INC.
(FORMERLY CORSAIRE, INC.)
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 1999 (UNAUDITED) AND DECEMBER 31, 1998
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
----------------- -------------------
<S> <C> <C>
ASSETS
Current Assets
Cash and Cash Equivalents $ 581,597 $ 0
Accounts Receivable (net) 15,246 0
Subscription Receivable 750,000 0
Other Current Assets 1,815 0
----------------- -------------------
Total Current Assets 1,348,658 0
----------------- -------------------
Fixed Assets (net of accumulated depreciation and
amortization) 3,715 0
----------------- -------------------
Other Assets
Deferred Costs -- Covenant Not to Compete 50,000 0
Intellectual Property 3,108 0
Investment in Modern Telenet Ltd. 35,700 0
Security Deposits 12,300 0
----------------- -------------------
Total Other Assets 101,108 0
----------------- -------------------
Total Assets 1,453,481 0
================= ===================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Other Current Liabilities 1,662 0
Accounts payable and accrued liabilities 0 0
Note Payable 1,000,000 0
----------------- -------------------
Total Current Liabilities 1,001,662 0
----------------- -------------------
Total Liabilities 1,001,662 0
================= ===================
</TABLE>
2
<PAGE> 5
NET COMMAND TECH, INC.
(FORMERLY CORSAIRE, INC.)
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 1999 (UNAUDITED) AND DECEMBER 31, 1998
(continued)
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
----------------- -------------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Stockholders' Equity
Common Stock, $0.001 par value, authorized
25,000,000 shares: 8,893,639 and 5,784,889
issued and outstanding March 31, 1999 and
December 31, 1998, respectively 8,893 5,785
Paid-in capital 7,095,880 3,510,180
Subscription Receivable (2,750,000) 0
Accumulated deficit (3,902,954) (3,515,965)
----------------- -------------------
Total Stockholders' Equity 451,819 0
----------------- -------------------
Total Liabilities and Stockholders' Equity $ 1,453,481 $ 0
================= ===================
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 6
NET COMMAND TECH, INC.
(FORMERLY CORSAIRE, INC.)
CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
FOR THE THREE MONTH PERIODS ENDED MARCH 31, 1999
AND MARCH 31, 1998
<TABLE>
<CAPTION>
March 31, March 31,
1999 1998
----------------- ------------------
<S> <C> <C>
Revenues $ 16,547 $ 0
================= ==================
Expenses
Officers' Compensation 76,820 0
Consulting Services 19,014 0
Legal Fees and Expenses 70,855 196,875
Other general and administrative expenses 236,847 20
----------------- ------------------
Total expenses 403,536 196,895
================= ==================
Loss before provision for taxes (386,989) (196,895)
Provision for income taxes 0 0
Net loss (386,989) (196,895)
================= ==================
Net loss per share $ (0.05) $ (0.06)
================= ==================
Weighted average shares outstanding 8,039,264 3,216,859
================= ==================
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 7
NET COMMAND TECH, INC.
(FORMERLY CORSAIRE, INC.)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
FOR THE THREE MONTH PERIODS ENDED MARCH 31, 1999
AND MARCH 31, 1998
<TABLE>
<CAPTION>
COMMON STOCK
-----------------------------------------------
Number Additional Total
of Par Paid-in Accumulated Subscription Stockholders'
Shares Value Capital Deficit Receivable Equity
-------------- --------- --------------- ----------------- ---------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Balance,
March 31, 1999 8,893,639 $ 8,893 $ 7,095,880 $ (3,902,954) $ (2,750,000) $ 451,819
-------------- --------- --------------- ----------------- ---------------- -----------------
Balance,
March 31, 1998 3,391,859 $ 3,392 $l3,273,273 $ (3,276,665) $ $ 0
-------------- --------- --------------- ----------------- ---------------- -----------------
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 8
NET COMMAND TECH, INC.
(FORMERLY CORSAIRE, INC.)
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTH PERIODS ENDED MARCH 31, 1999
AND MARCH 31, 1998
<TABLE>
<CAPTION>
March 31, March 31,
1999 1998
------------------- ----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (386,989) $ (196,895)
Adjustments to reconcile net loss to net cash
used for operating activities
Issuance of common stock for consulting
and legal services and satisfaction of
amounts due officer -- 196,875
Changes in assets and liabilities:
Increase in accounts receivables (15,246) --
Increase in other current assets (1,815) --
Increase in subscription receivable (750,000) --
Increase in security deposits (12,300) --
Increase in other current liabilities 1,662 --
Increase in deferred costs (50,000) --
------------------- ----------------
Net Cash used from operations (1,214,688) (20)
=================== ================
CASH FLOWS FROM ACQUISITIONS:
Increase in fixed assets (3,715) --
Acquisition of intellectual property (3,108) --
Acquisition of Modern Telenet Ltd. (35,700) --
------------------- ----------------
Net cash provided by acquisitions (42,523) 0
CASH FLOWS FROM FINANCING ACTIVITIES:
Contributions from shareholder 1,000,000 --
Increase in common stock 4,508 --
Increase in subscription receivable (2,750,000) --
Increase in paid in capital 3,584,300 --
Increase in note payable 1,000,000 --
------------------- ----------------
Net cash provided from financial activities 1,838,808 0
=================== ================
</TABLE>
6
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<TABLE>
<CAPTION>
March 31, March 31,
1999 1998
------------------- ----------------
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
(CONTINUED)
Net Increase (Decrease) in cash and cash equivalents 581,597 (20)
------------------- ----------------
CASH AND CASH EQUIVALENTS, beginning of period $ 0 $ 20
CASH AND CASH EQUIVALENTS, end of period $ 581,597 $ 0
=================== ================
</TABLE>
See accompanying notes to consolidated financial statements.
7
<PAGE> 10
NET COMMAND TECH, INC.
(FORMERLY KNOWN AS CORSAIRE, INC.)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(1) Summary of Significant Accounting Principles.
Net Command Tech, Inc. (formerly known as Corsaire, Inc.) (the
"Company") was incorporated in Delaware in 1994 under the name Acunet
Corporation.
In March 1995, the Company changed its name from Acunet Corporation to
Corsaire Snowboard, Inc. The Company became inactive on March 1, 1997 and
remained so until July 15, 1997 when it was revived in Delaware under the name
Corsaire, Inc. The Company changed its name to Net Command Tech, Inc. in May
1999.
The Company's principal business purpose has been the identification
and evaluation of prospective merger and acquisition opportunities.
The Company's shares are traded in the over-the-counter market.
(a) CONSOLIDATED SUBSIDIARY.
The consolidated financial statements include the account of
the Company's wholly-owned subsidiary, Baraka Intracom, Inc. Material
intercompany transactions and balances have been eliminated.
(b) CASH AND CASH EQUIVALENTS.
Cash equivalents consist of short-term, highly liquid investments
that are readily convertible into cash and were purchased with maturities of
less than three months.
(c) CURRENCY TRANSLATION.
The accompanying financial statements are expressed in U.S.
dollars. The Company maintains an office in Fort Lauderdale, Florida and no
longer has operations in Canada. Any expenditures and obligations in Canadian
currency were translated at the exchange rate prevailing when they were
incurred. Assets and liabilities at March 31, 1998, December 31, 1998 and March
31, 1999, where applicable, have been translated at the year-end exchange rates.
There were no significant exchange or translation gains or losses during these
years.
(d) VALUATION OF SHARES ISSUED FOR SERVICES.
The Company accounts for stock-based compensation at fair
market value, in accordance with SFAS No. 123, "Accounting for Stock-Based
Compensation" (SFAS 123). SFAS 123 establishes a fair value based method of
accounting for stock-based compensation.
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(e) BASIC AND DILUTED LOSS PER SHARE.
Net loss per share is determined by dividing net loss by the
weighted average number of common shares outstanding during the year.
(f) USE OF ESTIMATES.
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
the disclosure of contingent assets and liabilities at the date of the financial
statements and that affect revenues and expenses during the period reported.
Estimates are adjusted to reflect actual experience when necessary. Significant
estimates are used to account for fair market value of the Company's common
stock exchanged for services of consultants and professionals.
(g) NEW ACCOUNTING STANDARDS.
Effective January 1, 1998, Corsaire adopted Statement of Financial
Accounting Standard No. 131, "Disclosures about Segments of an Enterprise and
Related Information" (SFAS 131). SFAS 131 establishes standards for defining
operating segments and for reporting information about operating segments in
financial statements. It also establishes standards for related disclosures
about products, geographic areas, and major customers. The Company's reportable
operating segments did not change as a result of adopting SFAS 131.
In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133 "Accounting for Derivative Instruments
and Hedging Activities" (SFAS 133). This statement, which is effective January
1, 2000, requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position, measure those instruments at
fair value and recognize changes in the fair value of derivatives in earnings in
the period of change unless the derivative qualifies as an effective hedge that
offsets certain exposures. This statement is not expected to have a significant
effect on the Company's financial statements.
In April 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-5 "Reporting on the Costs of Start-up
Activities." This statement is effective for 1999, but is not expected to have a
significant effect on the Company's financial statements.
(2) Related Party Information.
(a) In January 1994, a company affiliated with the president of the
Company at that time, received 289,867 shares of common stock in exchange for
payments of filing fees for the Company.
(b) In March 1995, the Company entered into a two-year agreement with
the president of the Company at that time. The agreement provided that he would
assist the Company in the identification and evaluation of prospective merger
and acquisition opportunities, and arrange for the financing of such
acquisitions and/or mergers. No such merger or acquisition occurred, nor were
any
9
<PAGE> 12
financing arrangements made during that time. In accordance with the agreement,
the Company issued 2,250,000 shares of common stock to the then president. These
2,250,000 shares were recorded as compensation for the period through May 30,
1997, and have been prorated and charged to expense accordingly. These shares
have been valued at $.10 per share, the fair market value at the contract date.
The Company did not issue the appropriate Forms 1099 and W-2 for the
transaction.
(c) The Company, from time to time, issued 2,743,030 shares in exchange
for services. These shares were valued at $.06 per share (350,000 shares) and
$.10 per share (2,393,030). This represented a discount from the market price of
the shares due to their restricted nature.
(3) Consulting and Legal Services.
In 1996, the Company issued common stock to various individuals,
including consultants and the Company's general counsel for legal services.
These shares have been valued at the bid price at the dates of issuance. Of the
495,000 shares issued, the fair market value of shares of $522,500 was for
consulting services and $471,875 was for legal fees and expenses.
See 2(c) above.
(4) Provision for Income Taxes.
The Company has had net operating losses during the three years ended
December 31, 1996, 1997, and 1998 and the quarter ended March 31, 1999. These
losses were predominantly non-cash exchanges of stock for services which were
not reported to the Internal Revenue Service. As such, they would not be
deductible for tax purposes until declared as compensation by the recipients.
Therefore no income tax expense (benefit) has been recorded by the Company.
(5) Acquisition.
On February 19, 1999, Baraka Intracom, Inc., a California corporation,
sold certain assets, consisting primarily of intellectual property, to a
subsidiary of the Company. The price for these assets was $510,000, based on
$10,000 cash and the stipulated value of 50,000 shares of the Company at $10.00
per share. Of this value the purchase agreement allocated $450,000 to the
intellectual property, including software, a license agreement, trademarks and
other property. The remaining $50,000 is consideration for a 5-year
non-competition provision of the agreement.
On February 19, 1999, fifty-one percent (51%) of Modern Telenet Ltd
("Telenet") was purchased by the Company. Telenet was founded on January 13,
1999 and was established with capital of 50,000 British Pounds divided between
24,500 A shares and 25,500 B shares at one British Pound per share. The Company
bought the 25,500 B shares. Additionally, the Company is obligated under an
option agreement to purchase the 24,500 A shares from the holder of the stock or
assignees, at a price that the founder of Telenet and the Company may agree or,
failing agreement, a formula based on net income of Telenet. The business of
Telenet and the technology acquired are known as video streaming which allows a
computer the ability to transmit video and audio signals over the Internet.
10
<PAGE> 13
On February 19, 1999, the Company signed an exclusive distribution
agreement with Telenet, providing for certain specific non-US territories.
As part of the acquisition, the Company signed an agreement with a bank
to obtain the release of the security interest granted in the bank's favor over
certain assets of Telenet and Baraka Intercom, Inc. In return, the Company
issued 1,005,000 shares of common stock to the bank pursuant to the bank's
rights as pledgee and issued an additional 20,000 shares of common stock to the
bank to be held by the bank (or its nominee) absolutely and beneficially. The
bank also received an assignment, by way of security, and all rights under a put
option in respect of the remaining 49% interest (not owned by the Company) in
the share capital of Telenet. Telenet, along with other entities, are joint
guarantors of debts of certain parties related to the former principal
shareholder of Telenet in the amount of $34,691,800. Finally, in connection with
this transaction, the Company issued 1,983,750 shares to an affiliate of the
former principal shareholder of Telenet.
The Company has assigned a nominal value to the assets purchased in
this acquisition. The Company intends to appraise the intellectual property and
assign an appropriate value as a result of the appraisal.
(6) Status of Entity
During the course of preparing the delinquent Forms 10-QSB and Forms
10-KSB for the period from December 1, 1996 through December 31, 1998 and the
10-QSB for the quarter ended March 31, 1999, present management uncovered the
following:
(i) that the State of Delaware requires that the revival and
renewal of a Certificate of Incorporation of an administratively dissolved
corporation be effectuated through the execution and filing of a certificate on
the authority of those who were the directors of the corporation at the time of
its expiration;
(ii) that prior management under its president (Paul L.
Parshall) apparently did not file such a certificate, but instead filed an
original Certificate of Incorporation under the same name as the dormant
corporation which was to have been revived (Acunet Corporation) and continued to
file reports with the SEC under the SEC file number of the non-revived company;
(iii) that the prior president had, on other occasions,
incorporated new companies with the same name as dissolved (or dormant)
companies that had common stock registered under Section 12(g) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), continued to file reports
under the non-revived companies' file number, and in the process, issued a
significant amount of shares in these companies to himself; and
(iv) that in September 1996, the Company's prior president
until March 1995, had been enjoined by the United States District Court of Utah
(SEC v. Axiom Securities Solutions, Inc. and Paul L. Parshall, Civil Action No.
2-96CV-08245J) from violating the anti-fraud provisions of the federal
securities laws and was barred from serving as an officer or director of a
company filing reports with the SEC. In addition, in September 1996, he was the
subject of administrative proceedings before the SEC barring him from
participating in penny
11
<PAGE> 14
stock offerings and association with a broker/dealer, investment company,
investment advisor, transfer agent or municipal securities dealer.
The Company, validly existing as a corporation under Delaware law,
while continuing to report under SEC File No. 0-17772, has determined to file a
Form 10-SB covering its common stock in order to properly register its common
stock under the Exchange Act and correct the existing deficiency.
(7) Going Concern.
The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles, which contemplate continuation of
the Company as a going concern. However, the Company has sustained substantial
operating losses in the current year. In addition, the Company has used
substantial amounts of working capital in its operations. On March 31, 1999, the
Company had an accumulated deficit of $3,902,954.
In view of these matters, the ability of the Company to continue its
operations is dependent upon its ability to meet its financing requirements, and
the success of its future operations. Management believes that actions presently
being taken to fulfill the Company's financing requirements will provide the
opportunity for the Company to continue as a going concern. The Company has
arranged for financing in the amount of $5,662,500 to be received over a period
of February to May 1999. See Item 2.
(8) Subsequent Event.
On April 26, 1999, the Company entered into an agreement, subsequently
amended in May, to acquire the issued and outstanding common stock of Satellite
Access Systems, Inc. ("SAS"), a privately held Florida corporation, with its
principal place of business in St. Petersburg, Florida, in exchange for
2,352,942 shares of common stock. This transaction is conditioned upon the
completion of due diligence by the Company of SAS's intellectual property, no
later than June 10, 1999. SAS is involved in the development of ultra high speed
satellite and Internet communications software and protocols for the world wide
transmission of voice, data and video signals.
(9) Contingent Liabilities.
Two complaints have been filed in state court and the Company has also
received an unfiled complaint seeking ordinary and punitive damages from the
Company from various parties. Management, in consultation with its legal
counsel, believes that these claims are without merit; therefore, the likelihood
of an unfavorable outcome is remote. Management believes these suits will not
affect the Company's financial position.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Company was inactive and had limited operations until
February 1999. The Company had limited revenues in the first quarter of 1999,
which were generated from the sale of its Internet-related products. The Company
incurred expenses of approximately $404,000,
12
<PAGE> 15
primarily in connection with the acquisition of its intellectual property and
other assets. For the same three month period in 1998, the Company had no
revenues and incurred legal expenses which were satisfied through the issuance
of common stock.
The Company funded its operations this quarter through a loan
from a third party in the amount of $1,000,000. An additional $162,500 was
received from this third party in April 1999 as a capital contribution. It is
anticipated that this third party will invest an additional $1,000,000 for
equity and will convert the outstanding loan to equity, resulting in the
issuance of an additional 1,700,000 shares of common stock. The Company also
received in May 1999, $750,000 from another third party and anticipates
receiving an additional $2,750,000, also in exchange for equity totalling
1,400,000 shares of common stock and 1,400,000 warrants to purchase common stock
at $3.00 per share exercisable within one year.
The Company will be required to generate funds through the
sale of debt or equity to finance its growth. The Company believes that it will
be able to obtain needed capital from known sources, or through the efforts of
its investment banker, although no assurances can be given that these financing
transactions will close.
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PART II
ITEM 1. LEGAL PROCEEDINGS:
None.
ITEM 2. CHANGES IN SECURITIES:
3,108,750 shares were issued in connection with the
acquisition of certain assets, primarily intellectual property and a 51% equity
interest in Modern Telenet Ltd. These shares were issued pursuant to an
exemption from registration (Section 4(2) of the Securities Act of 1933, as
amended). The Company paid no fees or commissions in exchange for the issuance
of these shares.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES:
None.
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS:
None.
ITEM 5. OTHER INFORMATION:
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K:
(a) Exhibits:
Exhibit No. Description
----------- -----------
27 Financial Data Schedule
(b) Reports on Form 8-K:
None.
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<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned thereunto duly
authorized.
NET COMMAND TECH, INC.
Dated: May 24, 1999
By: /s/ William R. Dunavant
-----------------------------------------
William R. Dunavant
President and Chief Executive Officer
Dated: May 24, 1999 By: /s/ Robert I. Chalnick
-----------------------------------------
Robert I. Chalnick
Executive Vice President--Finance, and
Chief Financial Officer
15
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 581,597
<SECURITIES> 0
<RECEIVABLES> 15,246
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,348,658
<PP&E> 3,715
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,453,481
<CURRENT-LIABILITIES> 1,001,662
<BONDS> 0
0
0
<COMMON> 10,293
<OTHER-SE> 7,094,480
<TOTAL-LIABILITY-AND-EQUITY> 1,453,481
<SALES> 16,547
<TOTAL-REVENUES> 16,547
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 403,536
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (386,989)
<INCOME-TAX> 0
<INCOME-CONTINUING> (386,989)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (386,989)
<EPS-BASIC> (.05)
<EPS-DILUTED> (.05)
</TABLE>
