<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934.
For the quarterly period ended JUNE 30, 1996.
-------------
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT.
For the transition period from to .
---------- ----------
Commission file number: 33-34200
--------
OMEGA DEVELOPMENT, INC.
-----------------------
(Exact name of small business issuer as
specified in its charter)
Nevada 13-3476854
------ ----------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
9422 S. College Pl., Suite 222; Tulsa, OK 74137
-------------------------------------------------
(Address of principal executive offices)
918-299-3212
------------
(Issuer's telephone number)
4200 E. Skelly Dr., Suite 150; Tulsa, OK 74135
------------------------------------------------
(Former name, former address, and former fiscal
year, if changed since last report)
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
--- ---
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
Common Stock $0.001 Par Value. 11,200,750 shares as of August 15, 1996.
Transitional Small Business Disclosure Format (check one): Yes No X
--- ---
<PAGE>
OMEGA DEVELOPMENT, INC.
JUNE 30, 1996
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION Page
- ------------------------------ ----
ITEM 1. Financial Statements (Unaudited)
Consolidated Balance Sheets--
June 30, 1996 and December 31, 1995..................3
Consolidated Statements of Operations and
Accumulated Deficit--Three Months Ended
June 30, 1996 and 1995...............................5
Consolidated Statements of Operations and
Accumulated Deficit--Six Months Ended
June 30, 1996 and 1995...............................6
Consolidated Statements of Cash Flows--
Six Months Ended June 30, 1996 and 1995..............7
Notes to Consolidated Financial
Statements--June 30, 1996............................8
ITEM 2. Management's Discussion and Analysis
or Plan of Operation.................................10
PART II. OTHER INFORMATION
- ---------------------------
ITEM 1. Legal Proceedings................................15
ITEM 2. Changes in Securities............................15
ITEM 3. Defaults Upon Senior Securities..................15
ITEM 4. Submission of Matters to a Vote of
Security Holders................................15
ITEM 5. Other Information................................15
ITEM 6. Exhibits and Reports on Form 8-K.................15
SIGNATURES.....................................................16
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
OMEGA DEVELOPMENT, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS JUNE 30, DECEMBER 31,
1996 1995
----------- -----------
(UNAUDITED)
<S> <C> <C>
CURRENT ASSETS:
Cash $ 2,970 $ 88
Accounts receivable, net 100 174,760
Deposits and other assets 6,319 6,319
----------- -----------
Total current assets 9,389 181,167
INVESTMENTS IN REAL ESTATE, net of accumulated
depreciation of $4,392,385 and $4,036,537 in 1996
and 1995, respectively 12,480,305 12,836,153
OFFICE AND OTHER EQUIPMENT, net of accumulated
depreciation of $12,487 and $9,151 in 1996 and
1995, respectively 36,899 40,235
DEFERRED COSTS, net of accumulated amortization of
$221,802 and $190,464 in 1996 and 1995, respectively 95,522 108,055
EXCESS OF COST OVER BOOK VALUE OF
INVESTMENT IN SUBSIDIARY 2,392,237 2,477,677
----------- -----------
TOTAL ASSETS $15,014,352 $15,643,287
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements
3
<PAGE>
OMEGA DEVELOPMENT, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1996 1995
------------ ------------
(UNAUDITED)
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ 239,741 $ 392,309
Due to officers/stockholders 999,450 855,934
Current maturities of notes payable 13,589,320 13,589,320
------------ ------------
Total current liabilities 14,828,511 14,837,563
------------ ------------
COMMITMENTS AND CONTINGENCIES -- --
STOCKHOLDERS' EQUITY:
Preferred stock, par value $5.00 per share;
400,000 shares authorized, issued and outstanding 786,000 786,000
Common stock, $.001 par value; 25,000,000 shares
authorized; 11,200,750 and 11,112,750 shares issued
and outstanding at June 30, 1996 and December 31,
1995, respectively 11,201 11,113
Additional paid in capital 2,735,724 2,683,312
Accumulated deficit (3,347,084) (2,674,701)
------------ ------------
Total stockholders' equity 185,841 805,724
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 15,014,352 $ 15,643,287
============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE>
OMEGA DEVELOPMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JUNE 30,
1996 1995
------------ ------------
<S> <C> <C>
REVENUES:
Rental income $ 261,990 $ 532,500
Other income 1,000 0
Sale of real estate 0 0
------------ ------------
Total revenues 262,990 532,500
EXPENSES:
Real estate operations 0 0
General and administrative 116,731 165,159
Depreciation and amortization 238,231 221,178
Interest 265,464 341,454
Cost of sale of real estate 0 0
------------ ------------
Total operating expenses 620,426 727,791
------------ ------------
NET LOSS FROM OPERATIONS (357,436) (195,291)
INCOME TAX BENEFIT 0 140,000
------------ ------------
NET LOSS FOR THE PERIOD (357,436) (55,291)
DIVIDENDS ON PREFERRED STOCK 0 (30,000)
------------ ------------
NET LOSS ATTRIBUTABLE
TO COMMON STOCK (357,436) (85,291)
ACCUMULATED DEFICIT, beginning of period (2,989,648) (2,010,469)
------------ ------------
ACCUMULATED DEFICIT, end of period ($ 3,347,084) ($ 2,095,760)
============ ============
NET LOSS PER COMMON AND
COMMON EQUIVALENT SHARE ($ 0.03) ($ 0.01)
============ ============
WEIGHTED AVERAGE SHARES OUTSTANDING 11,177,761 9,593,069
============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE>
OMEGA DEVELOPMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
1996 1995
------------ ------------
<S> <C> <C>
REVENUES:
Rental income $ 523,980 $ 1,065,000
Other income 1,000 0
Sale of real estate 0 0
------------ ------------
Total revenues 524,980 1,065,000
EXPENSES:
Real estate operations 0 0
General and administrative 236,392 308,743
Depreciation and amortization 476,212 442,356
Interest 484,759 674,297
Cost of sale of real estate 0 0
------------ ------------
Total operating expenses 1,197,363 1,425,396
------------ ------------
NET LOSS FROM OPERATIONS (672,383) (360,396)
INCOME TAX BENEFIT 0 140,000
------------ ------------
NET LOSS FOR THE PERIOD (672,383) (220,396)
DIVIDENDS ON PREFERRED STOCK 0 (60,000)
------------ ------------
NET LOSS ATTRIBUTABLE
TO COMMON STOCK (672,383) (280,396)
ACCUMULATED DEFICIT, beginning of period (2,674,701) (1,815,364)
------------ ------------
ACCUMULATED DEFICIT, end of period ($ 3,347,084) ($ 2,095,760)
============ ============
NET LOSS PER COMMON AND
COMMON EQUIVALENT SHARE ($ 0.06) ($ 0.03)
============ ============
WEIGHTED AVERAGE SHARES OUTSTANDING 11,155,915 9,453,186
============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
6
<PAGE>
OMEGA DEVELOPMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
1996 1995
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss for the period ($672,383) ($220,396)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 476,212 442,356
Income Tax Benefit 0 (140,000)
Changes in assets and liabilities:
Decrease in accounts receivable 174,660 0
Increase in deposits and other assets 0 (4,653)
Increase (decrease) in accounts payable
and accrued liabilities (152,567) 2,625
--------- ---------
Total adjustments 498,305 300,328
--------- ---------
Net cash provided by (used in) operating
activities (174,078) 79,932
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate 0 0
--------- ---------
Net cash used in investing activities 0 0
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of notes payable 79,000 0
Payments on notes payable 0 (389,782)
Proceeds from sale of common stock 52,500 0
Increase in deferred costs (19,055) (74,555)
Increase in due to stockholders 64,515 207,548
--------- ---------
Net cash provided by (used in) financing
activities 176,960 (256,789)
--------- ---------
NET INCREASE/(DECREASE) IN CASH 2,882 (176,857)
CASH, beginning of period 88 177,804
--------- ---------
CASH, end of period $ 2,970 $ 947
========= =========
Cash paid during the period for Interest $ 479,005 $ 675,218
========= =========
</TABLE>
The accompanying notes are an integral part of these statements.
7
<PAGE>
OMEGA DEVELOPMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1996
(UNAUDITED)
NOTE A--BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Omega
Development, Inc. ("Omega" or "the Company") have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-QSB and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three and six month periods ended June 30, 1996 are
not necessarily indicative of the results that may be expected for the year
ended December 31, 1996. For further information and a current discussion of
the Company's financial status, refer to the consolidated financial statements
and footnotes thereto included in the Company's annual report on Form 10-KSB for
the year ended December 31, 1995, previously filed.
NOTE B--ORGANIZATION AND DESCRIPTION OF BUSINESS
ORGANIZATION
- ------------
Omega's current business plan consists of operating its sole operating property
and development of the Home Partners of America, Inc. ("HPA") business. In June
1995 Omega acquired all of the common stock of HPA, a New Jersey corporation.
HPA is a home improvement financing and services corporation. HPA will provide
home improvement loans that are 90% insured by the Federal government under the
HUD-FHA Title I Property Improvement Program, and conventional home improvement
loans for bank portfolios. HPA is a development stage company, however
immediately upon obtaining funding, which is expected to occur in September
1996, the company plans to commence operations. Prior to this acquisition, the
8
<PAGE>
Company's sole operating asset during 1995 and to the current date in 1996, was
the ABB Building, a 142,000 square foot general purpose office building, located
in Windsor, Connecticut, a suburb of Hartford. The ABB Building is 100%
occupied by one tenant and the Company negotiated a new lease with the tenant in
March 1996 and is in the process of refinancing the debt on the building.
The Company was incorporated in the State of Nevada on July 15, 1988 under the
name of "Lewison Enterprises, Inc." Since then the Company has experienced a
series of business consolidations and reorganizations, the most recent of which
are discussed below.
1994 REORGANIZATION
- -------------------
On December 22, 1994, two shareholder groups of the Company closed a transaction
pursuant to a Plan and Agreement of Reorganization. This transaction was
accounted for as a spin-off. Shareholders holding 7,617,438 shares of the
outstanding stock of the Company exchanged those shares for all the Company's
stock in a wholly owned subsidiary, Omega Development Corp. ("ODC"). The net
effect of the spin-off of approximately $22.8 million is reflected in the
consolidated statements of operations and accumulated deficit as a reduction in
the accumulated deficit at December 31, 1994. In addition, net assets decreased
approximately $40 million, liabilities decreased approximately $45 million and
paid in capital decreased approximately $14 million. Other shareholders
acquired 7,617,438 shares of common stock from the Company in exchange for prior
indebtedness in the principal amount of $545,000. This effectively resulted in
the Company no longer owning or participating in the management of the existing
retail shopping centers or being liable for any underlying debt of these
shopping centers. The Company retained ownership of one office building
together with the non-recourse mortgage debt related to the office building, an
executive aircraft and some miscellaneous office furniture.
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Plan of Operation
- -----------------
As a result of the Company's 1994 Reorganization (See "Note B, Organization and
Description of Business" above) the Company disposed of substantially all of its
operating assets and the mortgage debt related thereto. The Company's plan of
operation over the next year involves the funding and startup of HPA. HPA is a
home improvement loan financing and services corporation. HPA will provide home
improvement loans that are 90% insured by the Federal government under the HUD-
FHA Title I Property Improvement Program and conventional home improvement loans
for bank portfolios. Generally, these loans will qualify as community
reinvestment loans. HPA also will provide homeowners with technical services
including, cost estimates, contractor qualification, subcontracting, home
inspections, project supervision and completion certifications. Currently, HPA
plans to commence its operations in Newark, New Jersey, in mid-1996 and expand
its financial services and loans business across the U.S.A. Management of HPA
has had preliminary discussions with banks and other lending institutions
concerning credit lines and underwriting the closed loans. They have also had
numerous discussions and communications with HUD and various city and county
officials concerning this program. HPA is a development stage company, however
immediately upon its funding, which is expected to occur in September 1996, the
Company plans to commence operations in New Jersey.
In April 1996, the Company received an investment proposal from a venture
capital fund based in the United Kingdom. The fund proposes to invest
$3,500,000 in HPA in exchange for a convertible subordinated debenture of Omega.
The debenture would bear interest at 9% per annum and after 13 months would be
convertible into Common Stock of Omega Development, Inc. if certain
profitability goals are achieved. The conversion feature is based on a formula
whereby if the Company meets certain profitability goals the debenture will
convert into a maximum of 35% of the outstanding Common Stock of the Company.
The percentage of Common Stock decreases as the Company exceeds its
profitability target. The venture fund has completed an independent business
viability study and is currently conducting their corporate due diligence
procedures. They have also asked for one seat on the Company's Board of
Directors, with which the Board is in agreement. The
10
<PAGE>
venture fund's investment is expected to occur on or before September 30, 1996.
While management is optimistic that they will successfully reach mutually
acceptable agreement to all terms of this proposal, as of August 15, 1996, a
firm commitment has not yet been received and no assurance can be given that
this objective will be achieved.
As a result of the 1994 Reorganization, the Company's overhead was significantly
reduced. Prior to the 1994 Reorganization, the Company had 11 employees; after
the Reorganization the Company has only three employees working with no
contractual commitments from much smaller offices. However, assuming the
Company's plan of operation is executed and the HPA business plan is
implemented, it is anticipated that additional employees would become a part of
the Company. Additionally, the Company's total assets would increase
significantly as a result of the HPA business.
At June 30, 1996, the Company had a significant working capital deficit and
suffered a severe cash flow problem. The Company has relied on small equity
placements under a private placement memorandum and loans from Directors and a
private investor to fund its current overhead. Such equity placements in
calendar 1995 totaled $151,000 and through June 30, 1996 totaled $58,000. The
equity placements are in the form of Units consisting of (i) one share of Common
Stock; (ii) one common stock purchase warrant, exercisable into one share of
Common Stock per warrant until October 31, 1996, at a price of $2.00; and (iii)
one common stock purchase warrant, exercisable into one share of Common Stock
per warrant until October 31, 1997, at a price of $3.00. Working capital loans
from Directors and a private investor totaled $109,500 in 1995 and $79,000 thus
far in 1996. The working capital loans are still currently outstanding and
$138,500 is owed to two independent Directors and $50,000 is owed to a private
investor as of August 15, 1996. The Company continues to have delinquent
accounts payable and has incurred significant accounts payable to officers for
accrued salaries and expenses as well as the above described working capital
advances to the Company. Upon completion of the funding for HPA, discussed
above, management intends to immediately make payment for all delinquent
payables. The Company also intends to make immediate repayment to officers and
Directors for working capital advances and accrued expenses and to repay accrued
salaries on a payment plan such that the accrued salaries are paid by the end of
calendar 1996.
11
<PAGE>
As of June 30, 1996 the Company's debts and obligations, other than its non-
recourse mortgage debt on the building, are as follows:
<TABLE>
<S> <C>
Officer and Director loans and expenses $ 388,996
Private investor loan 50,821
Accrued salaries and expenses 490,178
Accrued legal and accounting fees 47,651
Preferred Stock dividend payable 120,000
Other miscellaneous obligations 141,545
----------
Total $1,239,191
==========
</TABLE>
The Company has repayment flexibility with respect to the above debts in the
event there are additional unexpected delays in obtaining the HPA financing.
The Company's flexibility with respect to the above debts include the (1) open
repayment dates on the Officer and Director loans and expenses and (2)
negotiable amortization schedules for the accrued salaries and expenses.
Accordingly, the Company does not expect these debts to preclude the Company
from continuing its pursuit of HPA financing beyond 1996, if necessary.
Three Months Ended June 30, 1996 Compared to Three Months Ended June 30, 1995
- -----------------------------------------------------------------------------
The net loss for the three months ended June 30, 1996 was $357,436 compared to a
net loss of $55,291 for the three months ended June 30, 1995. Generally, the
increased net loss for the current quarter is attributable to a decrease in net
revenues from rental operations offset by a decrease in interest expense.
Although total revenues are approximately $269,510 less in the current quarter
as compared to the same quarter of the previous year, total expenses are
approximately $107,365 less in the current quarter.
Rental income decreased approximately $270,500 (51%) in the three months ended
June 30, 1996 as compared to the three months ended June 30, 1995. The
reduction in rental income was primarily due to the reduction in rental rates on
the Company's ABB Building, which resulted from the recent renegotiation of the
tenant's lease on the building. The ABB Building, a 142,000 square foot office
building, is a three story general purpose office building located in Windsor,
Connecticut, and is 100% occupied by a single tenant.
12
<PAGE>
General and administrative expenses decreased approximately $48,400 (29%) in the
second quarter of 1996 as compared to the second quarter of 1995. The reduction
is primarily due to a reduction in salary accruals.
Depreciation and amortization expenses increased approximately $17,000 (8%) in
the second quarter of 1996 as compared to the second quarter of 1995.
Interest expense declined approximately $76,000 (22%) in the three months ended
June 30, 1996 as compared to the three months ended June 30, 1995. This decline
is a result of the recent modification of the financing on the Company's ABB
Building, where the current lending bank has agreed to accept the current
rentals as interest payment in lieu of actual interest, which amount would be
somewhat higher.
No income tax expense or benefit has been recorded for 1996 or 1995, as a
valuation allowance has been provided for the tax effects of the entire net
operating loss carry forwards and other net deductible temporary differences.
Six Months Ended June 30, 1996 Compared to Six Months Ended June 30, 1995
- -------------------------------------------------------------------------
The net loss for the six months ended June 30, 1996 was $672,383 compared to a
net loss of $220,396 for the six months ended June 30, 1995. Generally, the
increased net loss for the current quarter is attributable to a decrease in net
revenues from rental operations offset by a decrease in interest expense.
Although total revenues are approximately $540,000 less in the current six
months as compared to the same period of the previous year, total expenses are
approximately $228,000 less in the current period.
Rental income decreased approximately $541,000 (51%) in the six months ended
June 30, 1996 as compared to the six months ended June 30, 1995. The reduction
in rental income was primarily due to the reduction in rental rates on the
Company's ABB Building, which resulted from the recent renegotiation of the
tenant's lease on the building. The ABB Building, a 142,000 square foot office
building, is a three story general purpose office building located in Windsor,
Connecticut, and is 100% occupied by a single tenant.
13
<PAGE>
General and administrative expenses decreased approximately $72,000 (23%) in the
first six months of 1996 as compared to the first half of 1995. The reduction
is primarily due to a reduction in salary accruals.
Depreciation and amortization expenses increased approximately $34,000 (8%) in
the first half of 1996 as compared to the first half of 1995.
Interest expense declined approximately $190,000 (28%) in the six months ended
June 30, 1996 as compared to the six months ended June 30, 1995. This decline
is a result of the recent modification of the financing on the Company's ABB
Building, where the current lending bank has agreed to accept the current
rentals as interest payment in lieu of actual interest, which amount would be
somewhat higher.
No income tax expense or benefit has been recorded for 1996 or 1995, as a
valuation allowance has been provided for the tax effects of the entire net
operating loss carry forwards and other net deductible temporary differences.
14
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 2. CHANGES IN SECURITIES.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
As of November 7, 1995, there existed a default on the mortgage
payment on the Company's office building in Hartford, CT. This
default occurred due to the tenant not paying their rent as of
November 1, 1995. See page 9 herein for further discussion on
this matter.
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.
---------
None.
(b) Reports on Form 8-K.
--------------------
No reports on Form 8-K were filed during the quarter ended
June 30, 1996.
15
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
OMEGA DEVELOPMENT, INC.
(Registrant)
Date: January 23, 1998 By: /s/ A. Paul Shapansky
---------------- -------------------------
A. Paul Shapansky, President,
Chief Executive Officer, and
Principal Financial Officer
16
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 2,970
<SECURITIES> 0
<RECEIVABLES> 100
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 9,389
<PP&E> 16,872,690
<DEPRECIATION> 4,392,385
<TOTAL-ASSETS> 15,014,352
<CURRENT-LIABILITIES> 14,828,511
<BONDS> 0
0
786,000
<COMMON> 11,201
<OTHER-SE> (611,360)
<TOTAL-LIABILITY-AND-EQUITY> 15,014,352
<SALES> 523,980
<TOTAL-REVENUES> 524,980
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 712,604
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 484,759
<INCOME-PRETAX> (672,383)
<INCOME-TAX> 0
<INCOME-CONTINUING> (672,383)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (672,383)
<EPS-PRIMARY> (.06)
<EPS-DILUTED> (.06)
</TABLE>
