U.S. 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.
Transition report under Section 13 or 15(d) of the Exchange Act for the
- --- transition period from _______ to _______
Commission file number: 33-27742
CASDIM INTERNATIONAL SYSTEMS, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
Colorado 83-0288100
(State of Incorporation) (I.R.S. Employer Identification No.)
90 Park Avenue
New York, New York 10016
(Address of Principal Executive Offices)
(212) 984-1090
Fax: (212) 984-1070
(Issuer's Telephone Number, Including Area Code)
-----------------------------
(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 X No
APPLICABLE ONLY TO CORPORATE ISSUERS
As of June 30, 1996, the Issuer had 13,634,000 shares of Common Stock, par value
$0.00001, outstanding.
Transitional Small Business Disclosure Format (check one): Yes No X
--- ---
1
<PAGE>
CASDIM INTERNATIONAL SYSTEMS, INC.
INDEX
Page
Part I - Financial Information:
Item 1. Financial Statements..........................................3
Consolidated balance sheets at June 30, 1996 and December 31, 1995.....3
Consolidated statements of income for the three and six months
ended June 30, 1996 and 1995..................................4
Consolidated statements of cash flows for the six months
ended June 30, 1996 and 1995..................................5
Notes to unaudited financial statements..............................6-9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations..........................10
Part II - Other Information:
Item 6. Exhibits and Reports on Form 8-K.............................13
Signatures...................................................................14
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<TABLE>
CASDIM INTERNATIONAL SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
<CAPTION>
June 30, December 31,
1996 1995
---- ----
(Unaudited) (Audited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash .......................................................... $ 2,721,553 $ 26
Accounts receivable
Trade ................................................ 371,094 155,783
Other ................................................ 1,102,776 1,202,505
----------- -----------
4,195,423 1,358,314
PROPERTY AND EQUIPMENT
Property and equipment ........................................ 153,897 111,727
Less accumulated depreciation ................................. (25,291) (20,919)
----------- -----------
128,606 90,808
OTHER ASSETS
Deposits ...................................................... 10,200 --
Start-up costs - Net .......................................... 24,292 --
Patent, net - Note 3 .......................................... 425,000 467,659
----------- -----------
459,492 467,659
----------- -----------
Total ....................................... $ 4,783,521 $ 1,916,781
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable
Trade ................................................ $ 173,622 $ 38,763
Other ................................................ 479,299 465,417
Current maturities of debt .................................... 954,895 674,702
----------- -----------
1,607,816 1,178,882
LONG-TERM DEBT
Accrued severance pay - Note 4 ................................ 35,947 12,986
Minority interest in consolidated subsidiary .................. -- 72,372
----------- -----------
Total ....................................... 35,947 1,264,240
STOCKHOLDER'S EQUITY - Notes 5 & 6
Common stock, $.00001 par value, 500,000,000
shares authorized 13,634,000 shares issued and
outstanding 285,000 shares held as treasury
stock ............................................. 985 945
Additional paid in capital .................................... 3,046,582 194,480
Less treasury stock (cost) .................................... (1,425) (1,425)
Retained earnings ............................................. 93,616 458,541
----------- -----------
Total shareholders' equity ........................... 3,139,758 652,541
----------- -----------
Total liabilities and shareholders' equity . $ 4,783,521 $ 1,916,781
=========== ===========
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
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<PAGE>
<TABLE>
CASDIM INTERNATIONAL SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<CAPTION>
Three Months Three Months Six Months Six Months
Ended June 30, Ended June 30, Ended June 30, Ended June 30,
1996 1995 1996 1995
------ ------ ------ ------
<S> <C> <C> <C> <C>
Sales ........................ $ 9,027 $ 232,476 $ 262,034 $ 348,704
Cost of sales ................ 24,243 136,797 56,028 166,665
------------ ------------ ------------ ------------
Gross profit ................. (15,216) 95, 679 206,006 182, 039
Selling, general and adminis-
trative expenses .......... 477,454 81,180 591,443 216,809
------------ ------------ ------------ -----------
Income (loss) from operations (492,670) 14,499 (385,437) (34,770)
Other income (expense)
Interest income ......... 9,211 -- 9,211 --
Interest expense ........ (16,097) (20,015) (34,807) (40,504)
Gain (loss) from foreign
currency translation (14,118) (14,934) (32,252) (11,858)
------------ ------------ ------------ ------------
Total ....... (21,004) (34,949) (57,848) (52,362)
------------ ------------ ------------ ------------
Income (loss) from operations
before taxes ............. (513,674) (20,450) (443,285) (87,132)
Income tax (expense) benefit . 33,185 1,894 -- 26,011
------------ ------------ ------------ ------------
Net income (loss) ............ $ (480,489) $ (18,556) $ (443,285) $ (61,121)
============ ============ ============ ============
Net income (loss) per share of
common stock ............. $ (.04) $ (.02) $ (.04) $ (.05)
========= ========= ========= =========
Net income (loss) per share of
common stock on a fully
diluted basis ............ $ (.04) $ (.02) $ (.04) $ (.05)
========= ========= ========= =========
Total average number of
shares outstanding ....... 13,813,541 1,134,000 12,384,969 1,134,000
========== ========= ========== =========
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
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<PAGE>
<TABLE>
CASDIM INTERNATIONAL SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
<CAPTION>
1996 1995
------ ------
(Unaudited) (Unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) .......................................... $ (443,285) $ (61,121)
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization ................ 50,239 31,543
Stock option compensation .................... 164,063 --
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable - trade .................. (209,323) 469,498
Accounts receivable - other .................. 99,729 (782,118)
(Decrease) Increase in:
Accounts payable - trade ..................... 134,859 111,902
Accounts payable - other ..................... 13,882 (15,995)
Deposits ......................................... -- 283,592
----------- -----------
Net cash provided (used by)
operating activities ........................ (189,836) 37,301
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Payment for start-up costs ....................... (27,500) --
Purchase of property and equipment ............... (42,170) (35,845)
Purchase of patent ............................... -- (500,000)
Payment of security deposit ...................... (10,200) --
----------- -----------
Net cash used in investing activities ...... (79,870) (535,845)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable ...................... 280,193 487,993
Severance pay .................................... 22,961 1,826
Proceeds from issuance of stock .................. 2,688,079 --
----------- -----------
Net cash provided by financing activities . 2,991,233 489,819
----------- -----------
NET INCREASE (DECREASE) IN CASH ....................... 2,721,527 (8,725)
CASH
Beginning of period .............................. 26 9,488
----------- -----------
End of period ................................... $ 2,721,553 $ 763
=========== ===========
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
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<PAGE>
CASDIM INTERNATIONAL SYSTEMS, INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying financial information is unaudited, but, in the
opinion of management, reflects all adjustments (which include only
normally recurring adjustments) necessary to present fairly the
Company's financial position, operating results and cash flows for the
periods presented. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted
pursuant to the rules and regulations of the Securities and Exchange
Commission. The financial information should be read in conjunction
with the audited financial statements and notes thereto for the year
ended December 31, 1995 included in the Company's Annual Report on Form
10-KSB filed with the Securities and Exchange Commission. The results
of operations for the six-month period ended June 30, 1996 are not
necessarily indicative of the results to be expected for the full year.
2. Summary of Significant Accounting Policies:
This summary of significant accounting policies of CASDIM INTERNATIONAL
SYSTEMS, INC., (the Company) and its subsidiaries, CASDIM INTERACTIVE
SYSTEMS USA, INC. and CASDIM INTERACTIVE SYSTEMS, LTD., (ISRAEL)
("CISL"), is presented to assist in understanding the Company's
financial statements. The financial statements and notes are
representations of the Company's management, which is responsible for
their integrity and objectivity.
a. Principles of consolidation - In 1995, CASDIM
INTERNATIONAL SYSTEMS, INC. issued 8,500,000 shares
of stock after a 50:1 reverse stock split to acquire
100% of the voting and equity shares of CASDIM
INTERACTIVE SYSTEMS USA, INC., which owns 100% of the
voting and equity shares of CISL. The business
combination has been accounted for using the pooling
method of accounting. The consolidated financial
statements include the accounts of the Company and
its subsidiaries.
b. Foreign operations - CISL maintains its accounts in
nominal New Israeli Shekels ("NIS"). Certain of the
dollar amounts in the financial statements may
represent the dollar equivalent of other currencies,
including the New Israeli Shekel ("NIS"), which may
not be exchangeable for dollars.
Transactions and balances denominated in dollars are
presented at their dollar amounts. Non-dollar
transactions and balances are remeasured into dollars
in accordance with the principles set forth in the
Statement of Financial Accounting Standards ("FAS")
No. 52, "Foreign Currency Translation," of the
Financial Accounting Standards Board of the United
States.
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<PAGE>
Accordingly, certain items relating to the Company's
Israel subsidiary have been remeasured as follows:
Monetary items-at the current exchange rate
at each balance sheet date;
Nonmonetary items-at historical exchange
rates;
Income and expense items-at exchange rates
current as of the date of recognition of
those items (excluding depreciation and
other items deriving from nonmonetary
items);
Exchange gains and losses from
aforementioned remeasurement (which are
immaterial for each year) are reflected in
the statements of income.
Linkage Basis - Balances which are linked to
the Israeli Consumer Price Index (the
"CPI"), are presented on the basis of the
index at the balance sheet date, which index
is published subsequently. Balances
denominated in, or linked to, currencies
other than the dollar are presented
according to the exchange rates prevailing
at the balance sheet date.
The effects of the inflationary erosion of monetary
items and interest is included in financial income or
expenses as appropriate.
c. Fixed Assets - Fixed assets are stated at cost. Depreciation
has been calculated by the straight-line method over the
estimated useful lives of the assets.
Years
Leasehold improvements 10
Motor vehicles 7
Office furniture and
equipment (mainly computers
and peripheral equipment) 5-20
Leasehold improvements are depreciated using the straight-line
method over the period of each lease, not to exceed the
estimated useful life of the improvements.
d. Cash and Cash Equivalents - For purposes of the statement of
cash flows, the Company considers cash and cash equivalents to
consist of all cash, either on hand or in banks including time
deposits, and any highly liquid debt instruments purchased
with a maturity of three months or less.
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<PAGE>
e. Bad Debts - Uncollectible accounts receivables are charged
directly against earnings when they are determined to be
uncollectible. Use of this method does not result in a
material difference from the valuation method required by
generally accepted accounting principles.
f. 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
disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could
differ from those estimates.
3. Patent
In January 1995, the Company acquired a pending patent No. 108935 from
CISL for the sum of $500,000 (US dollars). The patent is being
depreciated using the straight-line method over the period of ten
years.
4. Accrued Severance Pay
The liability of the Company for severance pay for the employees of its
Israeli subsidiary is calculated on the basis of the latest salary paid
to its employees and the length of time they have worked for the
Company. Pursuant to Israeli law, the liability is covered by a
provision in the Company's balance sheet and amounts deposited with the
severance pay funds and insurance policies. The insurance policies are
owned by CISL and have been entered into by CISL on behalf of its
individual employees. The amounts accumulated with the insurance
company are not under CISL's control or management and are therefore
not reflected in the Company's balance sheet.
5. Capital Stock
On May 3, 1996 the Company completed a private placement of its
securities in which 4,000,000 shares of common stock were issued for
$3,000,000, before expenses of $311,897.
6. Stock Warrants and Stock Options
Stock Compensation Plans
The Company has two stock option plans. Under its 1996 Employee Stock
Option Plan (the "Employee Plan") the Company may grant options for up
to 400,000 shares of its common stock to its employees. Under the 1996
Directors Stock Option Plan (the "Directors Plan"), the Company may
grant options for up to 100,000 shares of common stock to its
directors. The Employee Plan and the Directors Plan have been approved
by the directors of the Company, and the Employee Plan will be
presented to the Company's shareholders at the next annual meeting for
ratification. No options have been granted under such plans.
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<PAGE>
Under the Employee Plan, the exercise price of incentive stock options
("ISOs") may not be less than 100% (or 110%, if at the time of grant
the optionee owns more than 10% of the voting stock of the Company) of
the fair market value of the shares of common stock at the date of
grant. The purchase price of each share subject to an option, or any
portion thereof, which is not designated as an ISO may not be less than
75% of the fair market of such shares on the date of grant. The term of
each option under the Employee Plan may be for a period of up to ten
years (five years if the recipient is a 10% or more shareholder). Under
the Directors Plan, the exercise price of each option may not be less
than 100% of the fair market value of the shares of common stock on the
date of grant. Options granted under the Directors Plan may have a term
of up to ten years.
Under a public relations retainer agreement (the "Agreement") with
Sunrise Financial Group, Inc. ("Sunrise"), the Company agreed to issue
Sunrise options to purchase up to 700,000 shares of its common stock as
consideration for its public relations services. Of such options,
460,000 options vested as of April 24, 1996 and options to purchase
10,000 shares of common stock vest monthly for a 24-month period,
subject to the continued provision of services by Sunrise. Options to
purchase 480,000 shares of common stock had vested as of June 30, 1996.
Under the Agreement, the purchase price of each share subject to an
option is $1.00. The term of these options will expire in April 2001.
The Company has accounted for the fair value of the grant of options to
Sunrise in accordance with FASB Statement 123. The compensation cost
that has been charged against income for the options granted to Sunrise
was $164,063.
Stock Warrants
The Company issued stock warrants exercisable into 1,150,000 shares of
common stock in connection with its May 1996 private placement. The
warrants, which are exercisable at $1.00 per share, have been included
in the computation of fully diluted earnings per share.
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<PAGE>
Management's Discussion and Analysis of Financial
Condition and Results of Operations
The following is management's discussion and analysis of certain
significant factors which have affected the Company's financial position and
operating results during the periods included in the accompanying condensed
financial statements. The discussion and analysis contains trend analysis and
other forward-looking statements. Actual results could differ materially from
those projected in the forward-looking statements as a result of changes in the
economy, changes in the Company's product sales mix and other factors which may
be beyond the Company's control.
Background
In November 1995, the Company issued 8,500,000 shares of common stock
after giving effect to a 50:1 reverse stock split, to acquire 100% of Casdim
Interactive Systems USA, Inc. ("Casdim USA"), the owner of 100% of the voting
and equity shares of Casdim Interactive Systems, Ltd. ("Casdim Israel"). Prior
to the acquisition of Casdim USA, the Company did not have any significant
operations. The business combination has been accounted for using the pooling
method of accounting. Upon the completion of the exchange of shares, the Company
changed its name from S.W. Financial Corp. to Casdim International Systems, Inc.
Results of Operations
Quarter Ended June 30, 1996 Compared with Quarter Ended June 30, 1995
Product sales decreased to $9,027 during the second quarter of 1996
from $232,476 during the comparable period in 1995. The decrease in sales was
principally attributable to the determination of one of the Company's major
customers to postpone deliveries of kiosks until its financial condition
improves and the Company's decision to emphasize the leasing of kiosks rather
than their sale. The Company is currently seeking locations for its kiosks in
major shopping malls, bus stations, airports and tourist venues in Israel. The
Company has identified locations for its kiosks at certain of these venues and
is negotiating agreements with respect to the placement of its kiosks at such
sites. The Company is awaiting final approval for the placement of kiosks at Ben
Gurion Airport and the new Tel Aviv central bus station, which bus station
includes a 1,400 store shopping mall. In North America the Company is focusing
its marketing efforts on the placement of its kiosks in lodging and banking
venues. Management believes that these marketing channels will in the future
provide the Company with a continuing stream of income and improved results. As
a result of its change in marketing focus, the Company expects that its revenues
in 1996 may be lower than in 1995, when it achieved profitability in the second
half of the year.
Cost of sales decreased to $24,243 in the 1996 period from $136,797 in
the 1995 second quarter principally as a result of the Company's lower level of
sales. As a result, the Company did not achieve any gross profit in the second
quarter of 1996. In the 1995 comparable period the Company's gross margin was
41%. The Company expects its gross
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<PAGE>
margin to vary in the future depending on the nature of its revenues and changes
in product and customer mix.
Selling, general and administrative expenses increased 588% in the 1996
second quarter to $477,454 from $81,180 in the 1995 comparable period, due
primarily to the Company's establishment of executive offices in New York City,
increased compensation, legal and accounting costs, increased marketing costs
associated with the Company's efforts to penetrate the United States market and
a charge of approximately $164,000 arising from the issuance of stock options to
the Company's public relations firm. The Company believes that selling, general
and administrative expenses will continue to increase in 1996 as a result of the
planned increase in marketing and sales efforts for the Company's products and
the costs associated with it being a publicly traded company.
For the quarter ended June 30, 1996, the Company had an operating loss
of $492,670 as compared to operating income of $14,499 for the comparable period
in 1995. The operating loss in the 1996 period was due primarily to the increase
in the Company's selling, general and administrative expenses and the decline in
sales.
During the quarter ended June 30,1996, the Company had other expenses
of $21,004 as compared to $34,949 in the 1995 period. These expenses consist of
foreign currency translation losses and net interest expense. The Company
expects its net interest expense to continue to decline in 1996 as a result of
its recently completed private placement of securities. However, if the
Company's operations increase significantly, it may be required to seek
additional debt financing, which will result in increased interest expense.
As a result of the foregoing, the Company had a loss before taxes of
$513,674 in the second quarter of 1996 as compared to a loss before taxes of
$20,450 in the comparable 1995 period. Due to the application of an income tax
benefit of $33,185, the Company's net loss was $480,459 or $.04 per share for
the quarter ending June 30, 1996 as compared to a net loss of $18,556 or $.02
per share for the comparable period in 1995.
Six Months Ended June 30, 1996 Compared with Six Months Ended June 30, 1995
Product sales decreased to $262,034 during the six-months ended June
30, 1996 from $348,704 during the comparable period in 1995. The decrease in
sales was principally attributable to the Company's decision to emphasize the
leasing of kiosks rather than their sale. Management believes that this
marketing channel will provide the Company with a continuing stream of income
and improved results in the future.
Cost of sales decreased to $56,028 in the 1996 period from $166,665 in
the 1995 six-month period, principally as a result of the Company's lower level
of sales. As a result, the Company's gross margin for the six-month period ended
June 30, 1996 was 78.6% compared to 52.2% in the 1995 period.
Selling, general and administrative expenses increased 272% in the 1996
six-month period to $591,443 from $216,809 in the 1995 comparable period, due
primarily to the Company's establishment of executive offices in New York City,
increased compensation, legal
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<PAGE>
and accounting costs, increased marketing costs associated with the Company's
efforts to penetrate the United States market and a charge of approximately
$164,000 arising from the issuance of stock options to the Company's public
relations firm.
For the six-month period ended June 30, 1996, the Company had an
operating loss of $385,437 as compared to an operating loss of $34,770 for the
comparable period in 1995. The increase in the Company's operating loss for the
1996 period was due primarily to the increase in the Company's selling, general
and administrative expenses and the decline in sales.
During the six months ended June 30,1996, the Company had other
expenses of $57,848 as compared to other expenses of $52,362 in the 1995 period.
These expenses consist of foreign currency translation losses and net interest
expense.
As a result of the foregoing, the Company had a loss before taxes of
$443,285 for 1996 as compared to a loss before taxes of $87,132 in the
comparable 1995 period. The Company's net loss was $443,285 or $.04 per share
for the six months ended June 30, 1996 as compared to a net loss of $61,121
(after an income tax benefit of $26,011) or $.05 per share for the comparable
period in 1995.
Liquidity and Capital Resources
At June 30, 1996, the Company had $2,272,553 in cash and $2,587,607 in
working capital as compared to $26 in cash and $179,432 in working capital at
December 31, 1995. The Company's liquidity improved in the 1996 period,
principally as a result of a private placement of securities. In May 1996, the
Company completed a private placement of 4,000,000 shares of its common stock at
a sales price of $0.75 per share. The approximately $2,690,000 of net proceeds
from the sale of the shares will be used for working capital and to repay
existing debt.
One of the factors that will affect the Company's working capital in
the future is the payment cycle on its sales. At present, a $233,992 receivable
from the Company's principal customer, Kupat Holim, an Israeli health
maintenance organization, is over 90 days old. Although the Company believes
this receivable to be recoverable, it believes that it will take a number of
months for it to be paid in full.
In August 1996, the Company received an indication from a bank that
approximately $950,000 of its Israeli subsidiary's short-term debt will be
converted into long-term debt.
Management believes that the Company's cash requirements for at least
the next twelve (12) months will be met from existing cash, and if needed,
short-term borrowing. The Company at present has no significant financial
commitments outstanding.
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<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
*3.1 Certificate of Incorporation as amended through December 6, 1995.
***3.2 Amendment to the Certificate of Incorporation dated May 1, 1996.
**3.3 By-laws.
***4.1 Form of Warrant Agreement.
***4.2 Stock Option Agreement with Sunrise Financial Group Inc.
**10.1 Private Placement Purchase Agreement.
***10.2 Public Relations Retainer Agreement dated April 26, 1996 with
Sunrise Financial Group Inc.
**10.3 Consulting Agreement dated April 24, 1996 with Pelican Securities
& Investments Ltd., Softbreeze Ltd., Montaraz Limited, Onvoy
Holdings Ltd., and Wideglobe Ltd.
(b) Reports on Form 8-K filed during the last quarter of the period covered
by this report:
No reports on Form 8-K have been filed during the quarter for which
this report is filed.
_________________________
* Incorporated by reference to the Company's Report on Form 10-KSB for
the year ended December 31, 1995.
** Incorporated by reference to the Company's Report on Form 10-K for the
year ended December 31, 1994.
*** Incorporated by reference to the Company Report on Form 10-QSB for the
quarter ended March 31, 1996.
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<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
CASDIM INTERNATIONAL SYSTEMS, INC.
/s/ Yehuda Shimshon
-----------------------------
Yehuda Shimshon
Chairman of the Board, President & CEO
Date: August 8, 1996
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<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
(In thousands, except per share data; unaudited)
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 2,721,553
<SECURITIES> 0
<RECEIVABLES> 1,473,870
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4,195,423
<PP&E> 153,897
<DEPRECIATION> 25,291
<TOTAL-ASSETS> 4,783,521
<CURRENT-LIABILITIES> 1,607,816
<BONDS> 0
0
0
<COMMON> 985
<OTHER-SE> 3,138,773
<TOTAL-LIABILITY-AND-EQUITY> 4,783,521
<SALES> 9,027
<TOTAL-REVENUES> 9,027
<CGS> 24,243
<TOTAL-COSTS> 477,454
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 14,118
<INTEREST-EXPENSE> 16,097
<INCOME-PRETAX> (513,674)
<INCOME-TAX> (33,185)
<INCOME-CONTINUING> (480,489)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (480,489)
<EPS-PRIMARY> (0.03)
<EPS-DILUTED> 0.00
</TABLE>
