<PAGE> 1
FORM 10-QSB/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
---------------------------------
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30,
1996 AS AMENDED.
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
_______ TO ______.
Commission file number 0-25194
INTERAMERICAS COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
TEXAS 87-0464860
(State of Incorporation) (IRS Employer Identification)
1221 Brickell Ave
Suite 900
Miami, FL 33131 33149
(Address of principal executive office) (Zip Code)
Registrant's telephone number:
(305) 361-8484
Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 12 months (or for such shorter period that the registrant was required
to file such reports),
YES X NO
--- ----
and (2) has been subject to such filing requirements for the past 90 days.
YES X NO
--- -----
State the number of shares outstanding of each of the issuer's classes of common
equity, as of August 8, 1996 - 16,152,518 Shares.
The Company's second and third quarter interim financial statements reflected a
purchase price for Resetel of approximately $6,000. This value was based on the
share price transacted in the private placement that closed in August 1996.
Given the significant volatility of the Company's stock price, and the
relatively "thin" market of its shares, current executive management believes
the purchase price documented in the Resetel Purchase Agreement of $2.8 million
dated May 7, 1996, which reflects the value of similar transactions, including
the net proceeds per share in the March 1996 private placement, is a better
indicator of purchase price. Accordingly, the Company's second and third quarter
balance sheets has been amended to reflect this change.
NOTE: Page 1 of 144 Sequentially numbered pages
<PAGE> 2
INTERAMERICAS COMMUNICATIONS CORPORATION
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
Part I. Financial Information
Item 1. Financial Statements:
Balance Sheet as of June 30, 1996
and December 31, 1995........................................................3
Statement of Operations - Six Months
Ended June 30, 1996 and 1995.................................................4
Statement of Operations - Three Months
Ended June 30, 1996 and 1995.................................................5
Statement of Cash Flows - Six Months ended
June 30, 1996 and 1995.......................................................6
Notes to Financial Statements..................................................7
Item 2. Management's Discussion and Analysis of Results
of Operations, Financial Conditions and
Liquidity of Capital Resources...............................................7
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K...........................................12-13
</TABLE>
2
<PAGE> 3
<TABLE>
<CAPTION>
INTERAMERICAS COMMUNICATIONS CORPORATION
BALANCE SHEET (UNAUDITED)
COMBINED COMBINED
CONSOLIDATED CONSOLIDATED
JUNE 30, DECEMBER 31,
1996 1995
(UNAUDITED) (AUDITED)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 7,289,631 $ 57,000
Accounts Receivable 65,259 8,000
Other Receivables -- 7,000
Prepaid Expenses 230,606 119,000
Due from Related Parties 39,554 93,000
Other Currents Assets 5,070 4,000
------------ ------------
Total Current Assets 7,630,120 288,000
------------ ------------
Property and equipment, net 2,732,526 2,885,000
Intangible Assets, net 4,056,172 1,166,000
Other Assets 16,246 8,000
------------ ------------
6,804,944 4,059,000
------------ ------------
TOTAL ASSETS $ 14,435,064 $ 4,347,000
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable - Related Parties $ 880,200 $ 698,000
Accounts Payable - Other 666,970 423,000
Accrued Expenses 533,398 536,000
Note Payable - Related Parties 259,106 634,000
Note Payable - Other 288,494 1,013,000
Lease obligation - Current 8,235 11,000
------------ ------------
Total Current Liabilities 2,636,403 3,315,000
Lease Obligation - less current portion 210,000 210,000
Deferred Income Taxes 152,000 152,000
------------ ------------
Total Liabilities 2,998,403 3,677,000
------------ ------------
Stockholders' Equity:
Preferred Stock, $.001 par value,
Authorized 10,000,000 shares,
None issued -- --
Common Stock, $.001 par value,
Authorized 50,000,000 shares
16,152,518 issued and outstanding 16,153 12,000
Additional Paid in Capital 18,494,204 6,153,000
Cumulative Translation Adjustment 123,328 30,000
Accumulated Deficit (7,197,024) (5,525,000)
------------ ------------
Total Stockholders' Equity 11,436,661 670,000
------------ ------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 14,435,064 $ 4,347,000
============ ============
</TABLE>
3
<PAGE> 4
INTERAMERICAS COMMUNICATIONS CORPORATION
STATEMENT OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
---------------------------------------------
1996 1995
--------------------- ---------------------
<S> <C> <C>
SALES $ 112,921 $ 107,000
COST OF SALES 373,203 266,000
----------- -----------
GROSS PROFIT (260,282) (159,000)
----------- -----------
EXPENSES:
GENERAL AND ADMINISTRATIVE 1,080,729 726,000
DEPRECIATION AND AMORTIZATION 266,835 130,000
----------- -----------
TOTAL EXPENSES 1,347,564 856,000
----------- -----------
LOSS FROM OPERATIONS (1,607,846) (1,015,000)
INTEREST INCOME 13,759
INTEREST EXPENSE (77,937)
----------- -----------
NET LOSS $(1,672,024) $(1,015,000)
=========== ===========
NET LOSS PER SHARE $ (0.12) $ (0.12)
=========== ===========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 13,432,076 8,393,833
=========== ===========
</TABLE>
4
<PAGE> 5
INTERAMERICAS COMMUNICATIONS CORPORATION
STATEMENT OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JUNE 30,
---------------------------------------------
1996 1995
--------------------- ---------------------
<S> <C> <C>
SALES $ 54,453 $ 70,000
COST OF SALES 213,518 87,000
------------ -----------
GROSS PROFIT (159,065) (17,000)
------------ -----------
EXPENSES:
GENERAL AND ADMINISTRATIVE, INCLUDING
DEPRECIATION AND AMORTIZATION 858,065 474,000
------------ -----------
TOTAL EXPENSES 858,065 474,000
------------ -----------
LOSS FROM OPERATIONS (1,017,130) (491,000)
INTEREST INCOME 13,167
INTEREST EXPENSE (47,132)
------------ -----------
NET LOSS $ (983,165) $ (491,000)
============ ===========
NET LOSS PER SHARE $ (0.08) $ (0.05)
============ ===========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 12,198,076 9,414,770
============ ===========
</TABLE>
5
<PAGE> 6
INTERAMERICAS COMMUNICATIONS CORP.
STATEMENT OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
---------------------------------------------
1996 1995
--------------------- ---------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
NET LOSS $(1,672,024) $(1,015,000)
ADJUSTMENTS TO RECONCILE NET LOSS TO
CASH PROVIDED/USED FROM OPERATING
ACTIVITIES:
DEPRECIATION AND AMORTIZATION 266,835 130,000
SERVICES EXCHANGED FOR COMMON STOCK 73,333
IMPUTED INTEREST ON RELATED PARTY DEBT 36,457
(INCREASE) DECREASE IN ACCOUNTS RECEIVABLE (50,259) (225,000)
(INCREASE) DECREASE IN OTHER CURRENT ASSETS (9,430) 278,000
INCREASE (DECREASE) IN OTHER CURRENT LIABILITIES 8,246 351,000
INCREASE (DECREASE) IN ACCRUED EXPENSES (1,447,000)
INCREASE (DECREASE) IN ACCOUNTS PAYABLE
AND ACCRUED EXPENSES 504,970 267,000
----------- -----------
NET CASH (USED) IN OPERATING ACTIVITIES (841,872) (1,661,000)
CASH FLOWS FROM INVESTING ACTIVITIES:
PURCHASE OF PROPERTY AND EQUIPMENT (90,870) (514,000)
----------- -----------
NET CASH (USED) IN INVESTING ACTIVITIES (90,870) (538,000)
----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES: 8,074,810 2,342,000
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
SALE OF COMMON STOCK 6,000
DEFERRED FINANCING COSTS AND OTHER (94,663)
NET PROCEEDS FROM ISSUANCE OF
NOTES PAYABLE 737,070 247,000
ISSUANCE OF COMMON STOCK 7,432,403 2,089,000
----------- -----------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 7,142,068 143,000
EFFECT OF EXCHANGE RATE CHANGES ON CASH 90,563 (77,000)
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 57,000 114,000
----------- -----------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 7,289,631 $ 180,000
=========== ===========
SUPPLEMENTAL SCHEDULE OF NON-CASH
FINANCING ACTIVITIES:
CONVERSION OF NOTES PAYABLE TO EQUITY $ 1,986,000 --
=========== ===========
</TABLE>
6
<PAGE> 7
PART I
FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
Notes to Financial Statements (Unaudited)
The Consolidated Balance Sheet as of June 30, 1996, the Consolidated
Statements of Income for the six months and three months ended June 30, 1996 and
June 30, 1995 and the Consolidated Statements of Cash Flows for the six months
ended June 30, 1996 and June 30, 1995, have all been prepared without audit. In
the opinion of management, all adjustments necessary to present fairly the
financial position and results of operations of the Company for the periods
presented, have been made.
Certain information and footnote disclosure normally included in
financial statements prepared in accordance with generally accepted accounting
principles has been omitted. It is suggested that these condensed consolidated
financial statements and notes be read in conjunction with the financial
statements and notes therein included in Form 10-K - Annual Report Under Section
13 or 15(d) of the Securities Exchange Act of 1934 for the year ended December
31, 1995.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS:
The following discussion should be read in conjunction with the
condensed consolidated financial statements and notes thereto. Throughout this
document, InterAmericas Communications Corporation ("ICCA"), Hewster Servicios
Intermedios, S.A. ("HSI"), VISAT Telecomunicaciones, S.A. ("VISAT") and the
newly acquired Red de Servicios Empresariales de Telecomunicaciones ("RESETEL")
are collectively referred to as the "Company".
Except for the historical information contained herein, this report on
Form 10-Q contains forward-looking statements that involve risks and
uncertainties. The Company's actual results could differ materially. Factors
which could cause or contribute to such differences include, but are not limited
to, uncertainty as to sufficiency of funds, management of the business,
technological changes, global economic factors, successful development of
telecommunications network and other factors.
7
<PAGE> 8
RESULTS OF OPERATIONS
The unaudited Consolidated Statement of Operations reflects a net loss
of $1,672,024 for the six months ended June 30, 1996. Losses are attributable
primarily general and administrative expense and interest expense. The Company
expects that it will continue to incur losses from operations for the
foreseeable future. The unaudited Consolidated Balance Sheet dated June 30, 1996
reflects an accumulated deficit of $7,197,024.
During the first six months of 1996, the Company concentrated its
efforts on continuing to connect and provide services to its customers, and
arrange financing for its ongoing business development. The Company's current
development activities include the expansion of its Santiago network to connect
new customers, provide services to newly developed business districts, and offer
additional services. The Company will conduct such expansion using fiber- optic
and national and international satellite systems. In addition, the Company is
now engineering and will soon initiate construction in Lima, Peru of an
advanced, fiber-optic private line network which will be owned and operated by
the Company's newly acquired subsidiary, RESETEL. The revenue in the six months
ended June 30, 1996 was $112,921 versus $107,000 for the same period in 1995.
The Company's operations since inception have essentially been limited to the
installation of fiber-optic cable and the creation of an advanced, intelligent
network in Santiago, Chile.
The general and administrative expenses for the Company for the six
months ended June 30, 1996 was $1,080,729 versus $726,000 for the same period in
1995. In addition $77,937 of interest was accrued for the six month period
ending June 30, 1996.
LIQUIDITY AND CAPITAL RESOURCES
The business of the Company requires substantial continuing capital
investment to complete the construction and development of its
telecommunications networks and services. Although the Company has been able to
arrange debt and equity financing to date, there can be no assurance that
sufficient additional financing will continue to be available in the future, nor
that it will be available on terms acceptable to the Company.
The Company raised gross proceeds of approximately $6.9 million in a
Private Placement during June 1996. A significant portion of these funds have
been allocated to capital expenditure and working capital requirements of the
Company's operations in both Chile and Peru. In addition, a portion of these
funds have been utilized for the acquisition of Hewster, S.A. (See "Recent
Developments - Acquisition of Hewster, S.A.). The balance of the proceeds have
been utilized to pay outstanding debts.
The Company estimates that it will need approximately $12 million in
additional debt and equity financing to fully develop its fiber-optic and
wireless network and expand its customer base in Chile, to commence operations
and network construction in Peru, and to provide
8
<PAGE> 9
sufficient working capital for its operations over the next year. There can be
no assurances that the Company will be successful in obtaining all or any of
this required financing. Should the Company not be able to obtain this financing
in full, it would be required to delay capital expenditures on certain projects
until such financing were available. This in turn would delay the revenue
streams associated with those projects until such financing were available. The
Company estimates that the present cash level would allow the Company to
continue operations for approximately four months.
The Company has entered into a letter of intent with an underwriter to
assist the Company in providing financing for the acquisition of Cempresa. See
"Current Development - Acquisition of Centro Empresariales, S.A.
OPERATING ACTIVITIES
Cash used by operating activities was $841,872 for the six months ended
June 30, 1996 versus $1,661,000 for the same period last year. The cash flow
used by operating activities is related to expenditures made before the start of
significant revenues as the Company has recently come out of the development
stage.
FINANCING ACTIVITIES
Net cash provided by financing activities for the first six months of
1996 was $8,074,810 which includes net proceeds of $1,022,000 from the issuance
of stock in a private sale to an off shore investor during the quarter ended
March 31, 1996 and $6,424,000 raised in a Private Placement during June 1996.
The cash provided by financing in the same period in 1995 was $2,342,000.
INVESTING ACTIVITIES
The net cash used in investing activities was $90,870 for the six
months ended June 30, 1996 and $538,000 for the corresponding period in 1995.
These funds were used primarily to purchase equipment and complete last mile
installations to connect customer locations to the HSI network. The Company's
operational fiber-optic network currently extends over 100 kilometers throughout
downtown Santiago, Chile.
EFFECTS OF INFLATION
The rate of inflation in Chile has remained the lowest in South America
for the past five years, with rates below double digit. The Company does not
believe that inflation had any
9
<PAGE> 10
significant impact on operations in the first six months of 1996, nor does it
expect that it will have any significant impact on operations throughout the
remainder of the year.
SECURED NOTE
On May 2, 1995, the Company borrowed $1,000,000 from United
International Properties, Inc., a Colorado Corporation, pursuant to a Secured
Promissory Note (the "Secured Note"). The Secured Note was secured by (I) the
45,000 shares of Common Stock of HSI owned by the Company (ii) the shares of
Common Stock of VISAT owned by HSI and (iii) all of the assets of HSI. As part
of the financing, the Company issued a Warrant to United International
Properties, Inc., to acquire 200,000 shares of Company Common Stock at a price
of $3.50 per share. The principal sum together with interest at the rate of 8%
per annum was paid on April 30, 1996.
PROMISSORY NOTES
During April and May, 1996, the Company borrowed an aggregate of $173,750
from Laura Investments, Ltd. pursuant to three Promissory Notes (the "Notes").
The Notes bear interest at the rate of 6% per annum. The principal sum of the
Notes, together with simple interest, is due on or before September 30, 1996. On
June 21, 1996, the Company borrowed an additional $50,000 from Laura
Investments, Ltd. pursuant to a Promissory Note which bears interest at the rate
of 6% per annum, and the principal and simple interest of which is due on or
before July 30, 1996.
RECENT DEVELOPMENTS
ACQUISITION OF RED DE SERVICIOS EMPRESARIALES DE TELECOMUNICACIONES,
S.A.("RESETEL")
In May, 1996 the Company acquired 100% of the issued and outstanding
stock of Red de Servicios de Telecomunicaciones, S.A., a Peruvian corporation,
("RESETEL") in exchange for 1,250,000 shares of Common Stock of the Company
issued to the shareholders of RESETEL pursuant to a stock purchase agreement
dated May 7, 1996. In addition, the Company paid debts owed to the
shareholders and others in the amount of approximately $300,000. The purchase
price of approximately $2,819,000 (including $6,000 of capitalized
acquisition costs), net of cash acquired of approximately $300,000 has been
substantially allocated to a concession and is included as part of
intangibles in the accompanying consolidated balance sheet. The acquisition
has been accounted for under the purchase method of accounting. A fair value
of $2.25 was assigned to each share issued to the shareholders of Resetel
based on the net proceeds per share in the March 1996 private placement. The
terms of the agreement and the consideration paid to the shareholders of
RESETEL were determined through arms-length negotiations among the parties.
RESETEL is the first company to obtain a local carrier concession to compete
with
- -------------------------------------------------------------------------------
<PAGE> 11
Peru's monopoly carrier, Telefonica. The Concession, issued by Peru's Ministry
of Communications, Transportation, Housing and Construction authorizes RESETEL
to operate a fiber-optic telecommunications network serving corporate customers
in metropolitan Lima, Peru and the port city of Callao. Together these cities
have a population of approximately 7 million. The Company is now engineering and
plans to commence the construction and operation of the fiber-optic network in
Peru. The Company intends to use the network design, engineering, construction,
management and marketing expertise developed through its operations in Chile to
construct and operate the network. Like the Santiago network, the new network
will provide high-bandwidth private line voice, video and data communications
services to corporate customers.
ACQUISITION OF HEWSTER, S.A.
On July 31, 1996 the Company acquired 99% of Hewster, S.A., a Chilean
corporation controlled by Hernan Streeter Rios, the Company's President and
Chairman of the Board. The transaction was completed in the following manner:
On July 31, 1996, the Company transferred $1,500,000 to its subsidiary
Hewster Servicios Intermedios, S.A. ("HSI") in exchange for 95% of the issued
and outstanding capital stock of VISAT Telecomunicaciones, S.A. ("VISAT") held
by HSI, pursuant to a Stock Purchase and Sale Agreement. As a result of this
transaction, VISAT will now be a direct subsidiary of the Company instead of a
subsidiary of HSI. HSI then used the $1,500,000 to acquire 99% of the issued an
outstanding stock of Hewster, S.A. from its shareholders, Santiago Bouza
Saavedra and Inversiones Druma, S.A. a Chilean Corporation controlled by Hernan
Streeter Rios, pursuant to the Stock Purchase and Sale Agreements dated July 30,
1996. The terms of the agreements and the amount of consideration paid for the
Hewster, S.A. stock were determined through arms-length negotiations among the
parties. The $1,500,000 was obtained by the Company as part of a private
placement which closed in June 1996. See "Liquidity Capital Resources".
OTHER INFORMATION
During April 1996, the Company moved its Corporate offices to 104
Crandon Boulevard, Suite 324, Key Biscayne, Florida 33149. These offices are
occupied under a lease that expires on April 30, 1997.
11
<PAGE> 12
PART II
OTHER INFORMATION
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) The exhibits listed below are filed as part of this Report.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
10.25 Convertible Promissory Note for $1,232,800 between Registrant
and Laura Investments Limited dated March 31, 1996 (previously
filed with Registrant's Form 10-Q for the quarter ended March 31, 1996
and Incorporated herein by reference)
* 10.26 Stock Purchase Agreement by and among Registrant and Kayhelm,
Ltd. (the shareholder of RESETEL, S.A.) dated May 9, 1996
* 10.27 Stock Purchase/Sale Agreement by and among Registrant and
Kayhelm, Ltd. (the shareholder of RESETEL, S.A.) dated May
10, 1996
* 10.28 Promissory Note for $30,000 between Registrant and Laura
Investments, Ltd. dated April 9, 1996
* 10.29 Promissory Note for $93,750 between Registrant and Laura
Investments, Ltd. dated April 24, 1996
* 10.30 Promissory Note for $50,000 between Registrant and Laura
Investments, Ltd. dated May 6, 1996
* 10.31 Promissory Note for $50,000 between Registrant and Laura
Investments, Ltd. dated June 21, 1996
* 10.32 Stock Purchase and Sale Agreement by and between Registrant and
Hewster Servicios Intermedios, S.A. dated July 30, 1996.
(English translation of Spanish document.)
</TABLE>
*Previously filed as an exhibit to Form 10-Q filed with the SEC on August 19,
1996, and incorporated herewith by reference.
12
<PAGE> 13
<TABLE>
<S> <C> <C>
* 10.33 Stock Purchase and Sale Agreement by and between Hewster
Servicios Intermedios, S.A. and Inversiones Druma, S.A. dated
July 30, 1996. (English translation of Spanish document.)
* 10.34 Stock Purchase and Sale Agreement by and between Hewster
Servicios Intermedios, S.A. and Santiago Boza Saavedra dated July
31, 1996. (English translation of Spanish document.)
* 10.35 Stock Purchase Agreement by and between Registrant and Devono
Company Limited dated July 4, 1996. (English translation of
Spanish document.)
27. Financial Data Schedule (For SEC use only)
</TABLE>
(b) During the second quarter of 1996, the Company did not file a Form 8-K.
*Previously filed as an exhibit to Form 10-Q filed with the SEC on August 19,
1996, and incorporated herewith by reference.
13
<PAGE> 14
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, thereunto duly authorized.
INTERAMERICAS COMMUNICATIONS CORP.
/s/ Hernan Streeter DATE 08-16-96
- ----------------------------------------------- ----------------
Hernan Streeter
Chairman, President and Chief Executive Officer
14
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 7,289,631
<SECURITIES> 0
<RECEIVABLES> 65,259
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 7,630,120
<PP&E> 2,732,526
<DEPRECIATION> 0
<TOTAL-ASSETS> 14,435,064
<CURRENT-LIABILITIES> 2,636,403
<BONDS> 0
0
0
<COMMON> 16,153
<OTHER-SE> 11,420,508
<TOTAL-LIABILITY-AND-EQUITY> 14,435,064
<SALES> 112,921
<TOTAL-REVENUES> 112,921
<CGS> 373,203
<TOTAL-COSTS> 373,203
<OTHER-EXPENSES> 1,347,564
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 77,937
<INCOME-PRETAX> (1,672,024)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,672,024)
<EPS-PRIMARY> (.12)
<EPS-DILUTED> 0
</TABLE>
