<PAGE>
U.S. 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 June 30, 1995
----- Transition Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from _____ to _____.
Commission File Number: 0-17119
-------
ATHENA Medical Corporation
------------------------------------------------
(Name of small business issuer in its charter)
Nevada 33-0202574
---------------------------------- ----------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
10170 SW Nimbus Ave., Suite H1
Portland, OR 97223
-----------------------------------------------
(Address of principal executive offices)
(503) 968-8800
-----------------------------------------------
(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
--- ---
As of June 30, 1995, the issuer had outstanding 8,928,243 shares of its
$.01 par value Common Stock.
Transitional Small Business Disclosure Format: (Check one) Yes ; No X
--- ---
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
--------------------
ATHENA MEDICAL CORPORATION
BALANCE SHEETS
as of June 30
<TABLE>
<CAPTION>
1995 1994
-------------- --------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and Cash Equivalents $4,378,482 $8,080
Accounts receivable, trade 28,000
Inventory 61,710 10,500
Prepaids & Other 51,393 6,673
-------------- --------------
Total Current Assets 4,519,585 25,253
EQUITY SECURITIES 266,250
EQUIPMENT, FURNITURE & LEASEHOLDS, at cost 228,884 164,902
Less: Accumulated Depreciation (45,066) (2,767)
-------------- --------------
183,818 162,135
PATENTS & LICENSES, NET 21,398 29,500
LOANS RECEIVABLE - Officers and Directors 109,247
-------------- --------------
Total Assets 4,834,048 483,138
-------------- --------------
-------------- --------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable 58,837 119,348
Accrued Salaries and Related Liabilities 1,139 39,317
-------------- --------------
Total Current Liabilities 59,976 158,665
NOTES PAYABLE 153,000
-------------- --------------
Total Liabilities 59,976 311,665
STOCKHOLDERS' EQUITY
Common stock, $0.01 par value, authorized 33,000,000
shares; issued 8,928,243 and 5,430,800 shares 89,282 54,308
Additional paid-in capital 7,984,238 671,943
Accumulated deficit (3,299,448) (554,778)
-------------- --------------
Total Stockholders' Equity 4,774,072 171,473
-------------- --------------
Total Liabilities and Stockholders' Equity
$4,834,048 $483,138
-------------- --------------
-------------- --------------
</TABLE>
The accompanying notes are an integral part of these balance sheets.
Page 2
<PAGE>
ATHENA MEDICAL CORPORATION
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the three months ended For the six months ended
June 30 June 30
------------------------------------ -------------------------------------
1995 1994 1995 1994
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Sales $48,000 $48,000
Cost of Sales 54,818 54,818
-------------- -------------- -------------- --------------
Gross Margin (6,818) (6,818)
Gain on Sale of Equity Securities 22,692 8,750 22,692 8,750
Operating Expenses:
General & Administrative (A) 1,167,451 170,847 2,109,031 402,507
-------------- -------------- -------------- --------------
Net Loss $1,151,577 $162,097 $2,093,157 $393,757
-------------- -------------- -------------- --------------
-------------- -------------- -------------- --------------
Net Loss Per Share $0.16 $0.04 $0.30 $0.09
-------------- -------------- -------------- --------------
-------------- -------------- -------------- --------------
Weighted Ave. Shares Outstanding $6,975,077 $4,097,810 $6,914,743 $4,074,679
-------------- -------------- -------------- --------------
-------------- -------------- -------------- --------------
<FN>
(A) Including $393,333 for the six months ended June 30, 1995 of non cash
expenses incurred for services received in exchange for options and warrants.
</TABLE>
The accompanying notes are an integral part of these statements.
Page 3
<PAGE>
ATHENA MEDICAL CORPORATION
STATEMENTS OF CASH FLOWS
Increase (Decrease) in Cash
<TABLE>
<CAPTION>
For the three months For the six months
ended June 30 ended June 30
---------------------------- -----------------------------
1995 1994 1995 1994
-------------- ------------ -------------- -------------
<S> <C> <C> <C> <C>
Cash Flows From Operating Activities:
Net Loss $(1,151,577) $(162,097) $(2,093,157) $(393,757)
Adjustments to reconcile net loss to net cash (used in)
provided by operating activities:
Depreciation 29,593 36,115 1,607
Equity investment in results of operations of Xtramedics, Inc. 26,201 54,751
Amortization of deferred financing fee 125,000 200,000
Services received for options and warrants issued 360,384 393,333
Loss on valuation of equity securities 50,280
Gain on sale of equity securities (22,692) (8,750) (22,692) (8,750)
Changes in working capital:
Accounts receivable (28,000) (28,000)
Net decrease in stock subscriptions receivable 56,000
Prepaid expenses (2,155) (9,073) (26,004) (4,845)
Inventory 7,803 (17,621)
Accounts payable (86,584) 35,167 (125,609) 89,826
Accrued salaries and related liabilities (14,159) 3,709 (44,919) 6,652
-------------- ------------ -------------- -------------
Net cash (used in) operating activities (782,387) (114,843) (1,678,274) (198,516)
Cash Flows From Investing Activities:
Purchases of equipment, furniture & leaseholds (7,858) (13,205) (55,825) (22,738)
Acquisition of Xtramedics, Inc., net of cash acquired (32,438) (130,540)
Proceeds from sales of equity securities 62,917 87,500 62,917 87,500
-------------- ------------ -------------- -------------
Net cash provided by (used in) investing activities 55,059 41,857 7,092 (65,778)
Cash Flows From Financing Activities:
Collection of notes receivable 10,753 10,753
Net proceeds from sale of Common Stock, exercise of options,
and receipt of payment on subscription receivable 23,625 123,625 106,000
Proceeds from convertible debentures and notes payable 2,000,000 40,500 1,996,700 140,500
-------------- ------------ -------------- -------------
Net cash provided by financing activities 2,034,378 40,500 2,131,078 246,500
-------------- ------------ -------------- -------------
Net Increase (Decrease) in Cash and Cash Equivalents 1,307,050 (32,486) 459,896 (17,794)
Cash and Cash Equivalents, beginning of period 3,071,432 40,566 3,918,586 25,874
-------------- ------------ -------------- -------------
Cash and Cash Equivalents, end of period $4,378,482 $8,080 $4,378,482 $8,080
-------------- ------------ -------------- -------------
-------------- ------------ -------------- -------------
SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING ACTIVITIES:
Issuance of Common Stock in exchange for convertible debentures $4,000,000 $4,000,000
</TABLE>
The accompanying notes are an integral part of these statements.
Page 4
<PAGE>
ATHENA MEDICAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
June 30, 1995
1. ORGANIZATION OF THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION OF THE COMPANY
ATHENA Medical Corporation (the Company) is engaged in research, development and
commercialization of female health care products. The Company reported initial
sales of its Fresh 'n Fit-R- interlabial pad (the Padette) during the second
quarter of 1995. The Company did not report sales for fiscal 1994.
BASIS OF PRESENTATION
The balance sheets as of June 30, 1995 and 1994, and the statements of
operations and of cash flows for the six months ended June 30, 1995 and 1994,
have been prepared by ATHENA and are unaudited. In the opinion of management,
all adjustments necessary for a fair statement of the financial position,
results of operations and cash flows at June 30, 1995 and 1994, and for the
periods then ended, have been made.
PER SHARE DATA
The net loss per share was computed by dividing net loss by the weighted average
number of shares of ATHENA outstanding during the periods. Warrants and options
outstanding are not included as the effect would be anti-dilutive.
EQUIPMENT & FURNITURE
Equipment and furniture is recorded at cost, except for assets acquired in the
1994 acquisition of Xtramedics, Inc. which were recorded at fair market value,
and depreciated on a straight-line basis over useful lives ranging from three to
ten years. Maintenance and repair costs are expensed as incurred.
PATENTS AND LICENSES
Patents and licenses are recorded at cost, except for patents and licenses
acquired in the acquisition noted above which were recorded at estimated fair
market value, net of amortization. Costs are amortized over the remaining useful
lives ranging from one to twelve years.
INCOME TAXES
The Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS 109). Under
SFAS 109, deferred tax assets and liabilities are recorded based on the tax
effected differences between the tax bases of assets and liabilities and their
carrying amounts for financial reporting purposes, using enacted marginal income
tax rates. There are no deferred tax balances at June 30, 1995 and 1994 due to
ATHENA's cumulative net operating losses.
Page 5
<PAGE>
STATEMENTS OF CASH FLOWS
For purposes of the statements of cash flows, the Company considers all
instruments with a maturity of three months or less, when purchased, to be cash
equivalents.
2. RELATED PARTY TRANSACTIONS
Under terms of a licensing agreement, the Company assumed an obligation to pay
royalties to an investor (who is a noncontrolling stockholder) based on varying
percentages of up to 5 percent of net sales of certain products through 1997.
The Company has rights to the licensing agreement for another three years from
January 1, 1995.
3. COMMON STOCK OPTIONS AND WARRANTS
Under the provisions of its 1994 Incentive and Non-Qualified Stock Option Plan
(the Plan), the Company has reserved 3,300,000 shares of its common stock for
issuance under qualified options, non-qualified options, stock appreciation
rights, and other awards as set forth in the Plan. The Incentive Plan provides
for administration by a committee comprised of not less than two members of the
Company's Board of Directors. Such committee (or the Board of Directors in its
absence) determines the number of shares, option price, duration and other terms
of the options granted under the Plan. Qualified options are available for award
to employees of the Company. Non-qualified options are available for issuance to
consultants, advisors and others having a relationship with the Company, on
terms determined by the committee.
As of June 30, 1995 and since the Plan's inception, options for a total of
2,164,030 shares have been awarded, 13,500 have been exercised, and 2,150,530
are outstanding. Of the number awarded and outstanding, 1,927,780 were qualified
stock options, and 222,750 were non-qualified stock options. There were 300,000
options granted and 13,500 options exercised during the quarter ended June 30,
1995. There were no options surrendered during the quarter ended June 30, 1995.
The following summarizes outstanding options for shares of the Company's Common
Stock as of the quarter ended June 30, 1995:
QUALIFIED STOCK OPTIONS
Titles of Securities Weighted Average
Issuable: Common Stock Shares Under Option Exercise Price Per Share
------------------------ ----------------------- --------------------------
Number exercisable at
June 30, 1995 1,466,780 $0.60
Number exercisable
thereafter 461,000 $3.85
Page 6
<PAGE>
3. COMMON STOCK OPTIONS AND WARRANTS (CONTINUED):
NON-QUALIFIED STOCK OPTIONS
Titles of Securities Weighted Average
Issuable: Common Stock Shares Under Option Exercise Price Per Share
------------------------ ----------------------- ------------------------
Number exercisable at
June 30, 1995 27,750 $2.99
Number exercisable
thereafter 195,000 $3.13
As of June 30, 1995 warrants for an aggregate 2,573,300 shares have been awarded
including warrants for an aggregate 264,800 shares awarded during the quarter.
There were no warrants, exercised or surrendered during the quarter ended June
30, 1995.
The following table summarizes warrants outstanding for the purchase of shares
of the Company's Common Stock as of the quarter ended June 30, 1995:
WARRANTS
Titles of Securities Shares Subject Weighted Average
Issuable: Common Stock to Warrants Exercise Price Per Share
------------------------ ----------------------- --------------------------
Number exercisable at
June 30, 1995 2,331,633 $1.26
Number exercisable
thereafter 241,667 $3.69
4. INCOME TAXES
As of June 30, 1995, the Company has federal net operating loss carryforwards of
approximately $1.2 million. If not applied against future taxable income, the
federal net operating loss carryforwards will expire in the years 2001 through
2010. Changes in the Company's ownership have caused an annual limitation in the
amount of carryforwards that can be utilized. As of June 30, 1995, the Company
has net deferred tax assets of approximately $2.6 million primarily resulting
from deferred start-up costs and net operating loss carryforwards. In
accordance with SFAS 109, a valuation allowance was recorded to reduce net
deferred tax assets to zero.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
---------------------------------------------------------
Since its inception, the Company has been primarily engaged in the research,
development, testing and commercialization of the Padette interlabial pad
(Padette) and, to a lesser degree, other products. During the second quarter of
fiscal year 1995, the Company resumed manufacturing and sales of the Padette.
The Company had no sales of products or other revenues from operations in the
second quarter of fiscal year 1994.
The Company's manufacturing facility is complete and capable of supplying
anticipated demand through 1995. The Company is reviewing plans to increase
capacity to meet the anticipated increase in demand.
Page 7
<PAGE>
At June 30, 1995, the Company had cash and cash equivalents of $4,378,482 and
working capital of $4,459,609 During December 1994, the Company entered into a
$6,000,000 debt and equity financing agreement with a group of private investors
(the December 1994 Financing). Under terms of the agreement, as amended in March
and June 1995, the Company agreed to issue one million units priced at $6 per
unit. Each unit is comprised of one share of the Company's Common Stock and $4
of convertible debenture.
As of June 30, 1995, all of the stock and convertible debentures had been issued
in exchange for $6 million. Under the terms of the December 1994 Financing
agreement, as amended, the debentures automatically converted, at the rate of
one share for each $2.00 of debentures, into shares of the Company's Common
Stock on June 28, 1995.
In connection with the December 1994 Financing, the Company issued 120,000
shares of its Common Stock to one of the investors and 480,000 warrants to
certain other parties, all for services provided in facilitating the
transaction. The shares and warrants have been valued consistent with shares
issued in the transaction. A portion of this value has been attributed to the
issuance of the debentures. Accordingly, a portion of the value of the shares
and warrants was deferred as a financing fee and amortized over the term of the
debentures which ended June 28, 1995.
The December 1994 Financing provides the Company with sufficient funds to
introduce the Padette-TM- to the market in early 1996 and pursue its other plans
for the year. In addition, management intends to pursue additional sources of
debt and equity funding and strategic partner relationships in order to continue
its focus on becoming a leader in female health care products. Management
intends to allocate approximately $4 million of the funds provided by the
December 1994 Financing to production and marketing of the Padette-TM-.
PLANS FOR THE PADETTE - TWELVE MONTHS
In February 1995 the Company completed the construction of its 3,700 square foot
manufacturing facility, including installation of equipment, in proximity to the
Company's headquarters in Portland, Oregon. The facility houses two
manufacturing lines, including proprietary equipment, and one packing line. The
facility includes space to add a third manufacturing line, should sales demand
warrant such an addition. As presently configured, management believes the
manufacturing facility has the capacity to produce approximately 60 million
Padettes per year. The facility's existing capacity meets the Company's
estimated sales for 1995. The Company is also examining other ways of enhancing
its capacity, including the addition of personnel and re-designed, higher
capacity production equipment.
During the second quarter of 1995, the Company resumed manufacturing of the
Padette-TM-. Initial production was used to fill orders from a distributor in
the People's Republic of China and to meet the needs for samples and sales
orders for the Company's direct marketing efforts.
Page 8
<PAGE>
As of June 30, 1995, the Company has shipped 1.2 million Padettes to a Chinese
distributor and expects to deliver 1 million more in the third quarter of 1995.
Additional efforts to introduce the Padette-TM- into India, Mexico, South Korea
and the European Common Market are under way. The Company expects this
international effort to provide a major portion of its 1995 revenues. There can
be no assurances, however, that the Company's international marketing efforts
will be successful.
The Company's sales and marketing strategy includes a regional United States
rollout of the Padette beginning in the first quarter of 1996. The southeast
region of the United States has been identified for the initial rollout.
Management is also considering a rollout in the northwest region beginning in
the second quarter of 1996. Management intends to utilize a direct marketing
approach in its regional rollouts of the Padette-TM-.
John Perry, the Company's Chairman and Chief Executive Officer, is responsible
for the rollout of the Padette-TM-. He served in a similar capacity during the
successful test marketing of the Padette-TM- by Xtramedics, Inc. In addition,
the Company intends to engage consultants who have successfully introduced other
consumer products in the United States and who has expertise in mass merchant
distribution. With the assistance of Karen Anderegg, Acting Executive Vice
President of the Company and former President of Clinique Laboratories USA, the
Company has updated and enhanced its packaging and marketing material for the
Padette-TM-.
PLANS FOR OTHER PRODUCTS - TWELVE MONTHS
The Company expects to complete the pre-production tooling and the necessary
validation for FDA submission for the Tampette-TM- collection device by December
1995. The remaining development costs are not expected to exceed $75,000 in
1995. Costs of the Company's proprietary pregnancy test and other
diagnostic products which are to be available for field testing by year end, and
associated development costs, are not expected to exceed $100,000 in 1995.
Marketing efforts and revenues are not expected for either product line in 1995.
The Company believes the December 1994 Financing has provided sufficient funds
to fulfill its research and development goals for 1995.
STAFFING PLAN - TWELVE MONTHS
The Company has twelve full-time and two part-time employees as of June 30, 1995
and is pursuing employment of a small number of additional employees and
consultants as necessary. The Company intends to contract with or hire
appropriate personnel as business demands require.
Page 9
<PAGE>
PART II - OTHER INFORMATION
ITEM 3. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
There were no matters submitted to a vote of security holders during the quarter
ended June 30, 1995.
ITEM 4. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
a) Exhibits
None.
b) Reports on Form 8-K
A current report on Form 8-K was filed by the Company during the
quarter ended June 30, 1995 regarding the withdrawal of its
Registration Statement on Form S-2.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Company caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ATHENA Medical Corporation
S/WILLIAM H. FLEMING
-----------------------------------
Date: August 11, 1995 William H. Fleming
President & Chief Operating Officer
S/DAVID S. PORTER
-----------------------------------
Date: August 11, 1995 David S. Porter
Acting Chief Financial Officer
Page 10
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company has been named as defendant in a civil action brought in
Multnomah County, Oregon Circuit Court on May 22, 1995 by Mark T. Waller. The
dispute arises out of a warrant for 450,000 shares of the Company's common stock
issued by the Company to Mr. Waller in early 1994. The plaintiff claims that he
was entitled to receive stock registered with the Securities and Exchange
Commission (SEC) upon exercise, but that the stock the subject of his warrant
was not registered by the Company when other stock was registered with the SEC
in February 1995. The plaintiff claimed breach of contract and breach of duty,
and requested substantial monetary damages, including losses from a decrease in
the Company's registered stock price value and punitive damages.
The Company has denied the complaint, and subsequent to the end of second
quarter 1995 a tentative settlement was reached between the parties. The
settlement would, in exchange for a release of the Company, involve the issuance
of a warrant for up to 150,000 additional shares of the Company's stock and
payment of $100,000 cash to Mr. Waller. The Company expects the settlement to
be finalized in third quarter 1995.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during the quarter
ended June 30, 1995.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
A Financial Data Schedule is being submitted as an exhibit to this
document.
b) Reports on Form 8-K
A current report on Form 8-K was filed by the Company during the
quarter ended June 30, 1995 regarding the withdrawal of its
Registration Statement on Form S-2. The Form 8-K was filed on June 22,
1995; it did not contain any financial statements.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Company caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ATHENA Medical Corporation
/s/ WILLIAM H. FLEMING
----------------------------------------
Date: August 14, 1995 William H. Fleming
President & Chief Operating Officer
/s/ DAVID S. PORTER
----------------------------------------
Date: August 14, 1995 David S. Porter
Acting Chief Financial Officer
Page 10
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 22, 1995
ATHENA MEDICAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
Nevada 0-17119 33-0202574
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
10170 SW Nimbus, Suite H-1
Portland, Oregon 97223
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
Registrant's telephone number, including area code: (503) 968-8800
Not applicable.
FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
<PAGE>
ITEM 5. OTHER EVENTS.
A. WITHDRAWAL OF REGISTRATION STATEMENT ON FORM S-2.
The information set forth in the press release attached to this Current
Report on Form 8-K as Exhibit 99.1 is hereby incorporated by reference.
B EXHIBITS.
99.1 Press Release disseminated by the registrant on June 22, 1995.
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 hereunto duly authorized.
ATHENA MEDICAL CORPORATION
/s/ WILLIAM H. FLEMING
-----------------------------
Date: June 22, 1995 William H. Fleming, President
2
<PAGE>
EXHIBIT 99.1
<PAGE>
PRESS RELEASE
Athena Medical Corporation announced today that it has withdrawn its
Registration Statement on Form S-2 (File No. 33-88230), as amended, which was
filed on January 5, 1995, and under which shares had been registered for
resale by certain existing shareholders, option holders and warrant holders.
The Company recently became aware of certain facts and circumstances
indicating that the Registration Statement may contain omissions or
misstatements regarding an agreement involving a principal shareholder and
unrelated parties that contemplated the sale and/or transfer of a significant
number of shares, and the potential effect of such a sale or transfer.
Withdrawal of the Registration Statement does not affect Athena's
Medical Corporation's business operations. Athena continues to develop,
manufacture and market feminine health care products and cancer diagnostics
in the U.S. and internationally. Athena Medical Corporation's headquarters
and manufacturing facilities are at 10170 S.W. Nimbus Avenue, Suite H-1,
Portland, Oregon 97223; Phone (503) 968-8800; FAX (503) 639-3674.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<CASH> 4,378,482
<SECURITIES> 0
<RECEIVABLES> 28,000
<ALLOWANCES> 0
<INVENTORY> 61,710
<CURRENT-ASSETS> 4,519,585
<PP&E> 228,884
<DEPRECIATION> 45,066
<TOTAL-ASSETS> 4,834,048
<CURRENT-LIABILITIES> 59,976
<BONDS> 0
<COMMON> 89,282
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 4,834,048
<SALES> 48,000
<TOTAL-REVENUES> 48,000
<CGS> 54,818
<TOTAL-COSTS> (2,109,031)
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2,093,157)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,093,157)
<EPS-PRIMARY> (0.30)
<EPS-DILUTED> 0
</TABLE>
