<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended: March 31, 1998
Commission file number: 33-20323
GlobeNet International I, Inc.
------------------------------
(Exact name of registrant as specified in its charter)
Delaware 75-2224643
- ------------------------ ---------------------
(State of Incorporation) (IRS Employer ID No.)
10575 Newkirk, Suite 780, Dallas, Texas 75220
--------------------------------------- -----
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 972-401-0052
------------
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 Act of 1934 during the past
12 months and (2) has been subject to such filing requirements for the past 90
days.
YES X NO
----- -----
Shares of common stock outstanding at March 1, 1998:
13,536,980
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION Page Number
<S> <C>
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
as of March 31, 1998 and December 31, 1997 3
Condensed Consolidated Statements of
Operations for the quarters ended March 31,
1998 and 1997 4
Condensed Consolidated Statements of
Cash Flows for the three months ended March 31,
1998 and 1997 5
Notes to Condensed Consolidated Financial
Statements 6-10
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations 11-12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 2. Changes in Securities 13
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security
Holders 13
Item 5. Other Matters 13
</TABLE>
<PAGE> 3
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
GLOBENET INTERNATIONAL I, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1998 1997
------------ ------------
<S> <C> <C>
ASSETS
Current assets:
Cash $ 302,768 $ 166,392
Accounts receivable 276,211 119,685
Inventories 1,723,745 1,744,309
Prepaids and other 53,526 64,482
------------ ------------
Total current assets 2,356,250 2,094,868
Property & equipment, net 850,691 759,168
Goodwill, net 2,917,707 2,959,673
Other assets 143,848 169,825
------------ ------------
$ 6,268,496 $ 5,983,534
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long term debt $ 76,921 $ 77,454
Notes payable 28,268 67,199
Accounts payable 520,470 320,575
Accrued liabilities 1,476,940 1,116,632
------------ ------------
Total current liabilities 2,102,599 1,581,860
Long term debt, net of current portion 787,966 818,131
Shareholders' equity:
Common stock, $0.001 par value;
50,000,000 shares authorized;
13,536,980 and 13,536,980 shares
issued and outstanding, respectively 13,537 13,537
Paid in capital 11,593,209 11,593,209
Accumulated deficit (8,230,214) (8,020,093)
Cumulative translation adjustment 1,399 (3,110)
------------ ------------
3,377,931 3,583,543
------------ ------------
$ 6,268,496 $ 5,983,534
============ ============
</TABLE>
See notes to condensed consolidated financial statements.
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<PAGE> 4
GLOBENET INTERNATIONAL I, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Quarter Ended March 31,
-------------------------------
1998 1997
------------ ------------
<S> <C> <C>
Sales $ 5,020,098 $ 2,768,047
Cost of goods sold 1,345,356 738,318
------------ ------------
Gross margin 3,674,742 2,029,729
Operating expenses
Distributor commissions 1,922,995 990,218
Selling, general and administrative 1,957,615 1,038,664
------------ ------------
Total operating expenses 3,880,610 2,028,882
------------ ------------
Income (loss) before income taxes (205,868) 847
Provision for income taxes -- --
------------ ------------
Net income (loss) $ (205,868) $ 847
============ ============
Net loss per share:
Net loss per share $ (0.02)
============
Weighted average common shares outstanding 13,536,980
============
Pro forma information:
Pro forma net income $ 25,655
============
Pro forma net income per share $ --
============
Weighted average common shares outstanding 12,122,129
============
</TABLE>
See notes to condensed consolidated financial statements.
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<PAGE> 5
GLOBENET INTERNATIONAL I, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Three Months Ended March 31,
------------------------------------
1998 1997
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (205,868) $ 847
Adjustment for non-cash items:
Depreciation and amortization 87,895 60,326
(Increase) decrease in accounts receivable (156,495) (64,815)
(Increase) decrease in inventory 19,775 (14,883)
(Increase) decrease in prepaids and other 11,113 21,995
(Increase) decrease in other assets 25,977 (25,349)
Increase (decrease) in accounts payable
and accrued expenses 559,952 (386,361)
Increase (decrease) in notes payable (47,307) (51,495)
---------- ----------
Total cash provided by (used for) operating activities 295,042 (459,735)
---------- ----------
Cash flows from investing activities:
Purchase of property and equipment (137,842) (7,415)
---------- ----------
Total cash provided by (used for) investing activities (137,842) (7,415)
---------- ----------
Cash flows from investing activities:
Issuance of long term debt -- 627,000
Payments of long term debt and capital leases (20,946) (20,563)
Repayment of advances from shareholder -- (45,731)
---------- ----------
Total cash provided by (used for) financing activities (20,946) 560,706
---------- ----------
Effect of exchange rate changes on cash flows 122 332
---------- ----------
Net increase (decrease) in cash 136,376 93,888
Cash, beginning of period 166,392 94,630
---------- ----------
Cash, end of period $ 302,768 $ 188,518
========== ==========
</TABLE>
See notes to condensed consolidated financial statements.
-5-
<PAGE> 6
GLOBENET INTERNATIONAL I, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
The accompanying condensed consolidated financial statements were prepared by
management without audit. These financial statements have not been examined by
independent public accountants. Management believes that these financial
statements present fairly, in all material respects, the information set forth
therein. However, certain disclosures required by generally accepted accounting
principles have been omitted or condensed. These financial statements should be
read in conjunction with the Company's Form 10-K for the year ended December 31,
1997.
NOTE 2 -BUSINESS HISTORY:
HISTORY - The Company was organized February 12, 1988 as Jason Ray Corporation
("JRC") for the purpose of combining with other businesses. In April 1988, JRC
filed an initial public offering registration statement on Form S-1 with the
Securities and Exchange Commission ("SEC"). JRC changed its name to Seven Oaks
Farms, Ltd. ("Seven Oaks") on July 1, 1998. From approximately May 1, 1991 until
October 1995 Seven Oaks was a dormant entity, conducting no business activities.
Effective November 1, 1995 Seven Oaks merged with Mighty Power, Inc. ("MPI").
The merger, a purchase under Accounting Principles Board Opinion 16, was
accounted for as a reverse merger with MPI being the acquirer. The Company then
changed its name to Mighty Power USA, Inc. ("Mighty Power").
Effective April 1, 1997, Mighty Power merged with GlobeNet Inc. (the "Merger").
In connection with the Merger the Company effected a one for seven reverse stock
split (all share figures have been adjusted to reflect this reverse split). The
Company then issued 7,886,415 new shares to the shareholders of GlobeNet Inc. in
exchange for 100% of the outstanding stock of GlobeNet Inc. In addition, under
the terms of the Merger agreement, certain shareholders of the Company
transferred an additional 2,541,427 shares of common stock to the GlobeNet Inc.
shareholders. As a result, the shareholders of GlobeNet Inc. obtained 86% of the
then outstanding common stock of the Company. In connection with these
transactions, the Company changed its name to GlobeNet International I, Inc.
("GNI").
The transaction, a purchase under Accounting Principles Board Opinion 16, has
been accounted for as a reverse merger with GlobeNet Inc. being the acquirer.
Therefore, GlobeNet Inc.'s historical financial statements are now the Company's
historical financial statements.
Concurrent with the Merger, an affiliate of the Company, Great Xpectations
Marketing, Inc.("GXI"), acquired all the assets and liabilities of two other
affiliates of the Company, Health Thru Nature, Inc. and Mighty Power USA L. C.
for $100,000 in notes payable. The Company then purchased all the outstanding
common stock of GXI for an additional $100,000 note payable. These transactions
were also accounted for as purchases.
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<PAGE> 7
NOTE 2 -BUSINESS HISTORY (CONTINUED):
The following unaudited pro forma summary presents the consolidated results of
operations of the Company as if the April 1, 1997 transactions described above
had occurred at the beginning of 1997, after considering the impact of certain
adjustments including amortization of intangibles.
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
----------------------------
1998 1997
<S> <C> <C>
Sales $ 5,020,098 $ 3,199,888
Net income (loss) (205,868) 25,655
</TABLE>
The pro forma results are not necessarily indicative of what actually would have
occurred if the acquisitions had been in effect for the entire periods
presented. In addition, they are not intended to be a projection of future
periods.
ORGANIZATION - The Company is engaged in the marketing of nutritional
supplements and personal care products. The Company operates its business
through two operating divisions: the Royal BodyCare Division and the Great
Xpectations Division. The two divisions represent the separate business
strategies and product lines of the constituent companies preceding the Merger
described above. The Royal BodyCare Division represents the business operations
formerly conducted by GlobeNet Inc. The Great Xpectations Division represents
the business operations formerly conducted by Mighty Power and its affiliates.
GlobeNet Inc. was incorporated in Texas in June 1995 by Clinton H. Howard, to
serve as a holding company for certain companies affiliated with Mr. Howard. In
July 1995, all of the outstanding capital stock of these affiliated companies
was contributed to GlobeNet Inc. by Mr. Howard and his immediate family.
GNI's principle U.S. marketing operations are conducted through Royal BodyCare,
Inc. ("RBC-US"), formed by Mr. Howard in 1991. In 1991 Mr. Howard formed
Arlington Laboratories, Inc. ("Arlington"), for the purpose of operating a
facility to test the Company's products and perform certain private label
manufacturing activities. In 1992 Mr. Howard formed Royal BodyCare, Inc.
(Canada) ("RBC-Canada") to market products in Canada through a network of
independent distributors. RBC-Canada owns all of the outstanding stock of Pure
Life International Products, Inc.("Pure Life") which it purchased in 1992. Pure
Life has been in business since 1982.
In 1995 the Company entered into separate agreements to license the exclusive
rights to sell its products in Indonesia and Sweden through office/warehouse
facilities owned and operated by third parties in the respective countries. In
1996 the Company entered into a similar arrangement with a third party licensee
to market the Company's products in Japan. Under these agreements distributors
in these countries are compensated according to the same compensation plan as
that is used for the RBC Division independent distributors.
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<PAGE> 8
NOTE 3 - EARNINGS (LOSS) PER SHARE:
Earnings (loss) per share ("EPS") are calculated in accordance with Statement of
Financial Accounting Standards No. 128 (SFAS 128), "Earnings per Share", which
was adopted in 1997 for all years presented. Basic EPS is computed by dividing
income available to common shareholders by the weighted average number of common
shares outstanding during the period. Diluted EPS is not presented since it
would be anti-dilutive.
SEC Staff Accounting Bulletin Number 1B.2 "Pro Forma Financial Statements and
Earnings per Share" ("SAB 1B.2"), requires pro forma statement of operations
information and earnings per share when historical financial statements are not
indicative of ongoing activity. As a result of the Company's reverse merger in
April 1997, the 1997 statement of operations does not reflect the complete
historical earnings (losses) of the combined entities. Therefore unaudited pro
forma information for the first quarter of 1997 has been presented on the bottom
of the consolidated statement of operations which reflects the Company's
earnings and earnings per share as if the merger had occurred at the beginning
of 1997.
NOTE 4 - INVENTORIES:
<TABLE>
<CAPTION>
March 31, 1998 December 31, 1997
-------------- -----------------
<S> <C> <C>
Finished goods $1,424,479 $1,480,085
Packaging materials and other 299,266 264,224
---------- ----------
$1,723,745 $1,744,309
========== ==========
</TABLE>
NOTE 5 - GOODWILL:
Goodwill was recorded as a result of several acquisitions made by the Company
(including certain pre merger acquisitions by GNI):
<TABLE>
<CAPTION>
March 31, 1998 December 31, 1997
-------------- -----------------
<S> <C> <C>
Pure Life $ 843,622 $ 843,622
Light Force, Inc. ("Light Force") 2,284,215 2,284,215
Mighty Power 220,442 220,442
----------- -----------
3,348,279 3,348,279
Less - accumulated amortization (430,572) (388,606)
----------- -----------
$ 2,917,707 $ 2,959,673
=========== ===========
</TABLE>
Goodwill is amortized over 20 years and is reviewed for impairment on an annual
basis.
-8-
<PAGE> 9
NOTE 6 - ACCRUED LIABILITIES:
Accrued liabilities consist of the following:
<TABLE>
<CAPTION>
March 31, 1998 December 31, 1997
--------------- -----------------
<S> <C> <C>
Distributor commissions $ 755,020 $ 570,962
Sales and other taxes 314,684 230,278
Accrued payroll expenses 145,899 187,464
Interest 43,595 38,191
Other 217,742 89,737
---------- ----------
$1,476,940 $1,116,632
========== ==========
</TABLE>
NOTE 7 - LONG TERM DEBT:
Long term debt consists of the following:
<TABLE>
<CAPTION>
March 31, 1998 December 31, 1997
-------------- -----------------
<S> <C> <C>
Convertible notes $ 538,000 $ 538,000
Notes payable - banks 102,354 122,630
Notes payable - related parties 92,023 92,023
Debentures 25,000 25,000
Capital leases 107,510 117,932
--------- ---------
864,887 895,585
Less - current portion (76,921) (77,454)
--------- ---------
$ 787,966 $ 818,131
========= =========
</TABLE>
In 1997, the Company sold convertible debentures aggregating $730,000. The notes
bear interest at 10% payable quarterly, and are due two years from the date of
issuance. The notes are convertible into common stock of the Company at any time
prior to maturity at the option of the holder based on per share conversion
price of $1.32. As of December 31, 1997, $192,000 of these notes had been
converted into shares of the Company's common stock.
Included in notes payable-banks are three notes assumed in connection with the
acquisition of Light Force in June 1996. These notes bear interest at prime plus
5% and are due in monthly payments aggregating $3,311 plus interest through
November 2000. One note was assumed at the time of the acquisition and two
additional notes were assumed in 1997 in lieu of cash payment for commissions
payable (see Note 13).
Included in notes payable-banks is a note made in January 1995 by RBC-Canada
whereby it borrowed funds for a three-year term payable in monthly principal
installments of $600, plus interest, with interest calculated at prime plus
1.5%. Proceeds of this borrowing were used to purchase leasehold improvements at
RBC-Canada's office/warehouse facility in Vancouver, B.C.
Note payable-related party consists of a note payable to a director of the
Company acquired as part of the merger with Mighty Power. The note has no
scheduled maturity date and bears interest at 12% per annum and is secured by
certain inventory, furniture and equipment and distributor base of GXI.
-9-
<PAGE> 10
In 1994, RBC-US sold a $25,000 debenture, the proceeds of which were used for
working capital. The principal portion of this debenture is due upon maturity in
1998. Interest on the debenture is payable monthly at a rate of 15%.
Certain purchases of telephone and computer equipment by RBC-US have been
financed through capital leases. Such leases have terms ending in 2002 and have
various interest rates approximating 15%.
NOTE 8 - SHAREHOLDERS' EQUITY:
In connection with the private placement of its common stock in October 1997,
the Company issued to the purchaser a five year warrant to purchase 1,000,000
shares of unregistered common stock of the Company at an exercise price of $2.00
per share. The investor also received a demand registration right covering the
private placement and warrant shares exercisable under certain circumstances
described in the stock purchase agreement.
In addition, the Company has granted options to purchase an additional 783,800
shares of common stock at exercise prices ranging from $1.06 to $2.40 through
2002. All options were issued at or above market price at the time of issuance.
NOTE 9 - INCOME TAXES:
The Company has adopted Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes". The Statement requires the use of an asset and
liability approach for the accounting and financial reporting of income taxes.
Deferred tax assets resulting from net operating loss carry-forwards have not
been recorded as there is doubt about the Company's ability to use them during
the carry-forward period. Therefore such deferred tax assets have been fully
offset by a valuation allowance.
The Company files a consolidated tax return with its subsidiaries. Deferred
income taxes are the result of temporary differences between the amount of
assets and liabilities recognized for financial reporting and tax purposes for
the Company's Canadian subsidiaries.
-10-
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Quarter Ended March 31, 1998 Compared with the Quarter Ended March 31, 1997
Sales for the quarter ended March 31, 1998 were $5,020,000 compared with same
quarter sales in the prior year of $2,768,000, an increase of $2,252,000 or 81%.
This increase was attributable to the addition of GXI sales resulting from the
Merger, which amounted to $361,000 and an increase in RBC sales of $1,891,000.
The increase in RBC sales was mainly the result of growth in RBC's independent
distributor base in the U.S., which realized a sales increase over the first
quarter of last year of $1,712,000.
Cost of goods sold for the quarter ended March 31, 1998 was $1,345,000 compared
with same quarter cost of goods sold in the prior year of $738,000, an increase
of $607,000 or 82%. As a percentage of sales, cost of goods sold was 27% in the
first quarter of both 1998 and 1997.
Distributor commissions for the quarter ended March 31, 1998 were $1,923,000
compared with same quarter distributor commissions in the prior year of
$990,000, an increase of $933,000 or 94%. As a percentage of sales, distributor
commissions in the first quarter of 1997 were 38% compared with 36% in the first
quarter of 1997. The increase in distributor commissions as a percentage of
sales was mainly due to the decline, as a percentage of total sales, of export
sales to RBC's licensees in the first quarter of 1998. The Company does not pay
distributor commissions on export sales.
Selling, general and administrative expenses ("S,G&A") for the quarter ended
March 31, 1998 were $1,958,000 compared with same quarter S,G&A in the prior
year of $1,039,000, an increase of $919,000 or 88%. As percentage of sales,
S,G&A in the first quarter of 1998 was 39% compared with 38% in the first
quarter of 1997. The increase in S,G&A was attributable to the addition of GXI
S,G&A resulting from the Merger which amounted to $166,000 and an increase in
S,G&A related to RBC operations of $753,000. The Company incurred additional
S,G&A to attract new distributors and promote sales of its products, upgrade
internal systems, and hire and train personnel to support the additional
distributors and related sales growth.
Net loss for the quarter ended March 31, 1998 was $206,000 compared with same
quarter net income in the prior year of $1,000. The Company incurred a net loss
in the first quarter of 1998 primarily due to the expenses incurred to attract
new distributors and to set up internal systems and staffing required to support
anticipated sales growth. The Company believes that these investments will
result in an increase in sales and earnings that will more than justify the
expense.
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<PAGE> 12
There have been no economic events or changes that have effected the sales or
operating results of the Company and the Company is not aware of any economic
trends or uncertainties that the would have a material impact on future sales or
the operating results. The Company believes that it has purchased its products
at the best price available and that any price increases in the foreseeable
future will be small. Any such price increases would be passed through to the
Company's customers. In addition, the Company does not believe at this time that
inflation will have a material impact on its operating results.
LIQUIDITY AND CAPITAL RESOURCES
During the first quarter of 1998, the Company had a net increase in cash of
$136,000. This increase in cash resulted primarily from net cash provided by
operating activities of $295,000 that was partially offset by the net cash used
by investing activities of $138,000. The net cash used by investing activities
came from the Company's purchase of property and equipment. The net cash
provided by operations was primarily the result of an increase in accounts
payable and accrued liabilities (primarily accounts payable and accrued
distributor commissions) that was partially offset by the Company's $206,000 net
loss.
Consistent with industry practice, most of the Company's sales are paid at the
time of order. Therefore, the Company's primary working capital need is to fund
the increases in inventory necessary to support sales growth. Because the
Company's sales are generated through independent distributors who do not
maintain a significant inventory, it is necessary for the Company to have
products on hand when the distributors place their orders. During periods of
sales growth, the Company must purchase the inventory in anticipation of sales
which creates the need for additional working capital.
The Company believes that it will be able to fund a moderate sales increase
through its operations. Should sales growth increase beyond the Company's
ability to finance its growth internally, the Company would seek outside sources
of capital including bank borrowings, other types of debt financing or an equity
offering. There is no assurance, however, that the Company would be able to
obtain any additional outside financing. The Company has no plans or
requirements for any significant capital expenditures during the next twelve
months. Other than those factors already described, the Company is not aware of
any trends or uncertainties that would significantly effect its liquidity or
capital resources in the future.
FORWARD LOOKING STATEMENTS
Important Considerations Related to Forward-Looking Statements. It should be
noted that this discussion contains forward looking statements, which are
subject to substantial risks and uncertainties. There are a number of factors,
which could cause actual results to differ materially from those anticipated by
statements made herein. Such factors include, but are not limited to, changes in
general economic conditions, the growth rate of the market for the Company's
products and services, the timely availability and market acceptance of these
products and services, and the effect of competitive products and pricing, as
well as a number of other risk factors which could effect the future performance
of the Company.
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<PAGE> 13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
Don Whigham and Whigham & Associates, Inc., plaintiffs vs. Clinton H.
Howard, Royal BodyCare, Inc. and GlobeNet International, Inc., defendants, in
the County Court at Law No. 3, Dallas County, Texas, Cause No. 97-08040-C. On
August 28, 1997, plaintiffs, former distributors of Registrant's products, sued
Registrant asserting causes of action for, inter alia, breach of contract and
fraud. Plaintiffs have not specified the amount of actual damages, exemplary
damages or statutory damages being sought. Registrant has filed an answer
denying all the material allegations of the complaint and asserting
counter-claims for breach of contract, negligence and tortious interference with
business relations. The parties are currently engaged in discovery. Registrant
has moved to compel arbitration. This case is not currently set for trial.
Item 2. Changes in Securities.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other information.
None
-13-
<PAGE> 14
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.
Globenet International I, Inc.
Registrant
By: /s/ Clinton H. Howard
--------------------------------
Its: President
DATE: May 14, 1998
Dallas, Texas
<PAGE> 15
EXHIBIT INDEX
Exhibit Description
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 302,768
<SECURITIES> 0
<RECEIVABLES> 276,211
<ALLOWANCES> 0
<INVENTORY> 1,723,745
<CURRENT-ASSETS> 2,356,250
<PP&E> 850,691
<DEPRECIATION> 0
<TOTAL-ASSETS> 6,268,496
<CURRENT-LIABILITIES> 2,102,599
<BONDS> 787,966
0
0
<COMMON> 13,537
<OTHER-SE> 3,364,394
<TOTAL-LIABILITY-AND-EQUITY> 6,268,496
<SALES> 5,020,098
<TOTAL-REVENUES> 5,020,098
<CGS> 1,345,356
<TOTAL-COSTS> 1,345,356
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (205,868)
<INCOME-TAX> 0
<INCOME-CONTINUING> (205,868)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (205,868)
<EPS-PRIMARY> (.02)
<EPS-DILUTED> (.02)
</TABLE>
