<PAGE>
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 March 31, 1998
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 0-18974
Jordan American Holdings, Inc.
(Exact name of registrant as specified in its charter)
Florida 65-0142815
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1875 Ski Time Square, Suite One, Steamboat Springs, CO 80487
(Address of principal executive offices)
(970) 879-1189
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of Each Class Name of Each Exchange on Which Registered
None None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, $.001 Par Value
(Title of Class)
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 Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
filing requirements for the past 90 days. Yes X No
As of April 30, 1998, 10,408,876 shares of the registrant's common stock were
issued and outstanding.
<PAGE>
JORDAN AMERICAN HOLDINGS, INC.
AND SUBSIDIARIES
Table Of Contents
PART I
ITEM 1 Financial Information
Consolidated Balance Sheets 3
Consolidated Statements of Operations 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6
ITEM 2 Management's Discussion and Analysis
Operational Notes 8
Risk Factors, Trends & Uncertainties 9
Results of Operations 11
Liquidity and Capital Resources 12
<PAGE>
PART I.
ITEM 1.
FINANCIAL INFORMATION
JORDAN AMERICAN HOLDINGS, INC.
AND SUBSIDIARIES
Consolidated Balance Sheets
<TABLE>
(unaudited)
March 31, December 31,
1998 1997
<S> <C> <C>
ASSETS
Cash and cash equivalents $121,875 $51,286
Marketable securities 619,412 783,500
Investment advisory fees receivable, net 85,836 99,178
Receivable from clearing broker 1,627 97,080
Deposit with clearing broker 25,000 25,000
Prepaid expenses and other current assets 111,935 97,635
Receivable from affiliates and officer 32,979 15,000
Limited partnership investments 50,000 0
Notes receivable 932,000 935,000
Property and equipment, net 231,455 220,575
----------- -----------
Total Assets $2,212,119 $2,324,254
=========== ===========
LIABILITIES AND STOCKHOLDERS'EQUITY
Accounts payable and accrued expenses $232,109 $179,360
Deferred investment advisory fees 127,106 153,472
Preferred stock dividend payable 60,000 0
----------- -----------
Total Liabilities $419,215 $332,832
----------- -----------
Stockholders' equity:
8% cumulative, convertible, non-voting
preferred stock, $0.01 par value;
authorized 5,000,000 shares;3,000,000
shares issued and outstanding 30,000 30,000
Common stock, $0.001 par value;
authorized 20,000,000 shares; 10,408,876
shares issued and outstanding at
March 31, 1998, and December 31, 1997 10,409 10,409
Additional paid-in capital 4,562,853 4,622,853
Accumulated deficit (2,810,358) (2,671,840)
----------- -----------
Total Stockholders' Equity $1,792,904 $1,991,422
----------- -----------
Total Liabilities and
Stockholders' Equity $2,212,119 $2,324,254
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
JORDAN AMERICAN HOLDINGS, INC.
AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
<TABLE>
Three Months
Ended March 31,
1998 1997
<S> <C> <C>
REVENUES
Investment advisory fees $170,368 $193,721
Commission income 111,620 119,453
----------- -----------
Total Revenues $281,988 $313,174
----------- -----------
Selling, general and administrative expenses 482,423 408,787
----------- -----------
Operating Income (Loss) ($200,435) ($95,613)
----------- -----------
OTHER INCOME (LOSS)
Interest and dividend income 21,887 41,726
Realized gain (loss) from investing and trading 13,726 56,012
Unrealized gain (loss) from investing and trading 22,074 39,125
Other, net 4,230 --
----------- -----------
Total Other Income (Loss), Net $61,917 $136,863
----------- -----------
Net Income (Loss) ($138,518) $41,250
Dividends on preferred stock 60,000 60,000
----------- -----------
Net Income (Loss) Attributable to Common Stock ($198,518) ($18,750)
=========== ===========
Basic earnings per common share ($0.02) $0.00
=========== ===========
Diluted earnings per common share ($0.02) $0.00
=========== ===========
Weighted-average number of common shares
outstanding:
Basic 10,408,876 10,673,709
=========== ===========
Diluted 10,408,876 10,673,709
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
JORDAN AMERICAN HOLDINGS, INC.
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
Three Months Ended March 31,
1998 1997
<S> <C> <C>
Cash flows--operating activities
Net income (loss) ($138,518) $41,250
Adjustments to reconcile net income (loss)
to cash provided(used in) operating activities:
Depreciation 6,817 5,961
Unrealized (gain) loss from investing and trading (22,074) (39,125)
Realized (gain) loss from investing and trading (13,726) (56,012)
Changes in operating assets and liabilities:
Investment advisory fees receivable 13,342 (177,411)
Trading marketable securities 199,888 206,569
Prepaid expenses and other current assets (14,300) (3,422)
Accounts payable and accrued expenses 52,749 (115,816)
Deferred investment advisory fees (26,366) 23,616
Other receivables 77,474 31,674
----------- -----------
Net Cash Provided By (Used In)
Operating Activities $135,286 ($82,716)
----------- -----------
Cash flows--investing activities
Investment in partnership (50,000) --
Principal received on notes receivable 3,000 --
Capital expenditures (17,697) (1,519)
----------- -----------
Net Cash Provided By (Used In)
Investing Activities ($64,697) ($1,519)
----------- -----------
Cash flows--financing activities
Repurchase of common stock -- (63,303)
----------- -----------
Net Cash Provided By (Used In)
Financing Activities $0 ($63,303)
----------- -----------
Net Increase (Decrease) in Cash and
Cash Equivalents $70,589 ($147,538)
Cash and cash equivalents, beginning of period 51,286 1,725,056
----------- -----------
Cash and cash equivalents, end of period $121,875 $1,577,518
=========== ===========
Supplemental disclosure:
Interest paid $3,170 $292
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE>
Notes to Consolidated Financial Statements (Unaudited)
In the opinion of management, the accompanying consolidated financial
statements contain all adjustments, consisting only of normal recurring
adjustments, necessary to present fairly the balance sheets of Jordan American
Holdings, Inc. ("Company" or "JAHI") and its broker-dealer subsidiary, IMPACT
Financial Network, Inc. ("IFNI") as of March 31, 1998, and December 31, 1997,
and the results of operations for the three months ended March 31, 1998, and
1997, and the results of cash flows for the three months ended March 31, 1998,
and 1997, in accordance with generally accepted accounting principles. The
results for interim periods are not necessarily indicative of results for a
full year. (Please see "Management's Discussion and Analysis" below.)
Percentage of assets investment advisory fees, for which refunds may be due to
clients, are billed in advance and are deferred and amortized into income over
the period in which services are performed. Investment advisory fees based on
a percentage of the annual increase (performance billings) in the market value
of a client's portfolio, including interest and dividends, are fully recognized
at the contract anniversary date after the period of management. During the
third quarter of 1997, JAHI began serving as investment advisor to the Impact
Management Growth Portfolio ("Portfolio"), an open-end investment company
registered with the Securities and Exchange Commission. Fees for management
of the Portfolio are accrued daily and paid to JAHI on a monthly basis. Fee
compensation which is due to sales representatives is accrued when such fees
are billed and/or earned and is paid to sales representatives no later than
quarterly.
Asset management contracts are generally terminable upon written notice from
the client(s) or the Company, and percentage of assets management fees billed
in advance are refundable on a pro-rata basis. For additional information
regarding the Company's advisory business operations and policies, a copy of
disclosure document Form ADV, Part II is available without charge upon written
request to the Company.
The Company develops prospective investment advisory clients and investors
through seminars, money shows, television and radio appearances, direct
contact, its web site (www.jahi.com), sales representatives, and referrals
from clients, securities broker-dealers and other sources. Prospective
advisory clients receive Form ADV, Part II, as the Company's disclosure
document and provide information about themselves, their investment experience,
and their net worth through new account forms and other methods.
Approximately 80% of JAHI's clients maintain their brokerage accounts with
IFNI, a member of the National Association of Securities Dealers, Inc. ("NASD")
and the Securities Investor Protection Corporation ("SIPC"). IFNI is
compensated for securities transactions on behalf of the Company's managed
accounts by receipt of commissions. IFNI does not hold funds or securities
for clients and generally does not have custody of accounts for clients of the
Company. IFNI currently executes securities transactions through Pershing &
Co., a division of Donaldson, Lufkin, & Jenrette, a securities corporation.
Pershing, a member of the SIPC, acts as clearing house and custodian for
accounts and processes all confirmations and monthly statements for JAHI
advisory clients who choose to maintain their accounts with IFNI.
6
<PAGE>
Commission income is recognized on a settlement date basis, which does not
differ materially from the trade date basis of accounting. Marketable
securities consist primarily of corporate stocks and other securities held in
Company investment accounts. Realized and unrealized gains or losses result
from the trading of securities and stock index futures contracts in Company
investment accounts.
Net income (loss) per share and share equivalent is based upon the weighted
average number of share and share equivalents outstanding during the period.
The calculations ignore common stock equivalent shares when their inclusion in
such calculations would have been anti-dilutive.
In February 1993, JAHI completed a $3 million private placement of 750,000
units. Each unit is comprised of four shares of 8% cumulative convertible
non-voting preferred stock (the "Preferred Stock") and one share of Common
Stock. The Preferred Stock is convertible at the rate of one share of Common
stock for each $3.50 in face amount of Preferred Stock converted. The face
amount equals the initial offering price of $1.00 per share. If at any time
the closing bid price of JAHI Common Stock exceeds $5.25 per share for a
period of thirty consecutive trading days, the Company may, upon thirty days'
written notice, convert the Preferred Stock to Common Stock using the above
conversion rate.
Preferred stock dividends are normally paid semi-annually as of June 30 and
December 31 of each year. At the request of the holder of the preferred stock,
the Company agreed to pay the first semi-annual dividend of $120,000 on
July 31 of each year and the second semi-annual dividend of $120,000 on
November 30. This arrangement was agreed to by both parties to assist the
holder of the Preferred Stock in its cash flow needs related to its charitable
giving as a private foundation. This arrangement has no material impact on
the annual operations and/or earnings of the Company.
In the third quarter of 1994, Wallace Neal Jordan established Jordan Assets,
Ltd. For providing administrative services, the Company receives 100% of the
management fee revenue, if any, from Jordan Assets, Ltd., a privately held
affiliate which manages the Jordan Index Fund, L.P., (the "Fund"), a limited
partnership with assets of approximately $10 million. The Fund invests in
stock index futures contracts and other securities and receives as its fee 20%
of the Fund's trading profits. Fees for this Fund are accounted for as
deferred revenue until the annual billing date of the Fund, which is July 31
of each year. Revenues to JAHI from the Fund were approximately $90,000 in
1995 as compared to no revenues from the Fund in 1996 and 1997. Additionally,
potential investors in the Company's common stock or warrants should
understand that there is no guarantee that the Fund will continue to exist as
a potential revenue source for the Company.
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 123, "Accounting for Stock Based Compensation"
(SFAS 123), which is effective for fiscal years beginning after December 15,
1995. SFAS recommends, but does not require, measuring compensation cost of
stock options at the grant date and recognizing the expense over the service
period. If the Company does not change its accounting method, SFAS 123
requires, at a minimum, disclosure of the pro forma impact on net income and
net earnings per share. The Company has determined that it will not change
from its current method of accounting but will continue to make the
disclosures required by SFAS 123, which can be found in the Company's 1997
10-KSB.
7
<PAGE>
These interim period consolidated financial statements, including the notes
thereto, are condensed and do not include all disclosures required by
generally accepted accounting principles. Such interim period consolidated
financial statements should be read in conjunction with the Company's audited
consolidated financial statements which are included in the Company's 1997
Form 10-KSB which is contained in the Company's 1997 Annual Report to
shareholders and is available without charge upon request to JAHI Investor
Relations, 1875 Ski Time Square, Suite One, Steamboat Springs, Colorado, 80487,
(970) 879-1189; Fax: (970) 879-1272; E-mail: [email protected]
PART I, ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS
JORDAN AMERICAN HOLDINGS, INC.
AND SUBSIDIARIES
Safe Harbor for Forward-Looking Statements
Information found in this report contains forward-looking implications which
may differ materially from actual results due to the success, or lack thereof,
of JAHI's management decisions, marketing and sales effectiveness, investment
decisions, and the management of clients' stock portfolios and pooled
investments as influenced by market conditions, Federal Reserve Board policy,
economic trends, political developments, domestic and international events and
other factors. There can be no guarantee that any forward-looking
implications discussed and/or referenced in this report will have any impact,
positive or negative, upon the earnings, value and/or operations of the
Company.
Operational Notes
The Company plans to continue expenditures for marketing and related sales and
is pursuing business plans for asset gathering, business development and
creating exposure of the Company's common stock and warrants through seminars,
national investment shows, advertising, marketing materials, joint ventures
with other professionals and other means.
The Company managed approximately $56 million in individually held equity
portfolios at December 31, 1997, as compared to approximately $65 million at
the end of fiscal year 1996 and $85 million at end of fiscal 1995. During the
three months ended March 31, 1998, the Company experienced a net loss in
assets under management of approximately $5 million. During 1997 the Company
began serving as investment advisor to the Impact Management Growth Portfolio
("Portfolio"), an open-end investment company formed under the Impact
Management Investment Trust. At April 30, 1998, the Portfolio had assets of
approximately $4 million from which JAHI and IFNI receives management fees and
brokerage commissions, respectively. At March 31, 1998, the Company and a
privately held affiliate were the advisor to approximately $70 million in
total assets in individually managed equity portfolios and pooled investments.
Exceptional performance in percentage of profit accounts may result in
substantial revenues for the Company while poor performance in the same
accounts may yield no revenues for the Company from approximately 56% of the
Company's total assets under management. Additionally, because percentage of
8
<PAGE>
profit accounts are billed on an annual basis for each respective client,
there may be a delay in billing revenue as long as eleven months from the time
when actual account performance was achieved. Thus, exceptional performance
in percentage of profit accounts may benefit the revenues of the Company for
nearly one year after such performance was achieved as dependent on the
billing cycle of respective clients and other investment results in respective
accounts.
At April 30, 1998, the Company was no longer pursuing a restructuring of part
or all of the Preferred Stock as addressed in the 1997 10-KSB. Other than the
dividend for the Company's Preferred Stock, there is no short or long term
plan for the Company to pay any dividends.
Risk Factors, Trends & Uncertainties
Total assets under management and corporate earnings may substantially
increase or decrease due to stock market conditions, including the onset of a
long-term declining, or bear market, performance returns as influenced by the
Company's investment advisory decisions, expense and related effectiveness of
marketing efforts, competition from other investment advisory companies and
mutual funds, interest rate changes and other actions taken by the Federal
Reserve Board, domestic and international economic and political conditions,
high inflation and/or recession, trends in business and finance, international
events, acts of terrorism and other factors.
The securities and commodities industries are subject to various risks and
intense regulation from the SEC, the NASD, the National Futures Association,
and the Commodities Futures Trading Commission. Investment advisors,
broker-dealers, and commodities trading advisors are highly regulated by both
federal and state authorities and by other self-regulatory organizations.
Such regulations may restrict both the types of investments and amount of
investments that JAHI may employ for its clients and itself. The NASD, for
instance, has strict requirements for the maintenance of net capital
requirements by broker-dealers such as IFNI. There can be no assurance that
any changes to existing laws, regulations or rulings promulgated by government
entities having jurisdiction over the Company's investment advisory,
broker-dealer, investment company and commodities trading business will not
have an adverse effect upon the business of the Company, or that, despite its
best efforts, the Company currently operates in full compliance with all
applicable law and regulations or will be able to remain in compliance with
all applicable law and regulations. If the Company fails to maintain
compliance with all applicable regulations, JAHI may be subject to various and
significant fines, censures and other considerations.
By law, investment advisors, broker-dealers, and investment companies are
fiduciaries and are required to serve their clients' interests with undivided
loyalty. The affiliation between the Company and IFNI may continue to be
scrutinized by the regulatory authorities because of the potential conflict of
interest created by related-party transactions and may be subject to various
regulations which may affect the fees and charges of IFNI. Additionally, as
9
<PAGE>
the brokerage industry continues to become more competitive, fees for such
services may decline which result in a similar reduction in revenues from
trading transactions.
Findings to the contrary may subject the Company to censures, fines and/or
other liabilities, or cause the Company to change its method of doing business,
and could therefore have a material adverse effect on the Company. The SEC
requires that these arrangements be in the best interests of the clients and
that such arrangements be disclosed to them. While the Company believes that
its existing and proposed relationships are in compliance with applicable law
and regulations, findings to the contrary may have a material adverse effect
upon the Company.
Many aspects of the financial services industry involve substantial liability
risks, including but not limited to exposure under federal and state
securities laws in connection with the distribution of securities, brokerage
transactions, suitability and investment advisor activities. Although the
Company currently maintains errors and omission insurance and other insurance
to protect against these types of liabilities, there can be no guarantee that
this coverage will necessarily protect the Company and its shareholders from
potential claimants.
The Company operates in a highly competitive industry with competition from
other investment advisors, commodity trading advisors, broker-dealers, and
mutual fund managers in addition to investment alternatives offered by
insurance companies, banks, securities dealers and other financial
institutions. Many of these institutions are able to engage in more extensive
advertising and may offer accounts insured by federal corporations such as the
Federal Deposit Insurance Corporation. JAHI believes its investment strategy,
which centers around attempting to understand the general trend of the market
as assisted by certain proprietary analyses, coupled with its long-term track
record, make it an attractive alternative to traditional mutual funds and
other money managers, but there can be no guarantee that this is necessarily
the case.
Management fees for the first quarter decreased due to performance in clients'
managed accounts and a decrease in assets under management. Unless account
performance and/or asset gathering increases, or trading activity improves or
increases, the current earnings trend may continue.
Long-term trends in retention of client assets since fiscal year-end 1995 show
that for fiscal 1996, the company had a net loss in assets under management,
i.e., more assets in client accounts have departed from the Company's
management than were brought in as new managed assets. It is likely that
future net income/loss of the Company will be substantially impacted by the
amount of assets under management, investment management decisions and general
stock market conditions, among other factors listed in this report.
During 1997, the Nasdaq Stock Market formalized new standards for continued
listing of securities on the Nasdaq Small Cap Market. There can be no
guarantee that the Company will be able to meet or maintain these standards,
which include but are not limited to a minimum share price of $1.00 or greater
10
<PAGE>
for common stock for small-capitalization companies such as Jordan American
Holdings, Inc. Should the Company not be able to meet or maintain the listing
standards, the Company's common stock may be de-listed and be traded on the
OTC Bulletin Board or OTC Pink Sheets. Such an event, if it occurs, may
adversely effect the trading and liquidity of the Company's common stock.
Additionally, if the Company's securities are de-listed, proposed re-entry
standards may be much more difficult for the Company to achieve in order to
gain re-listing on the Nasdaq Small Cap Market. The Company's common stock
currently does not meet the minimum bid price requirements for continued
listing on the Nasdaq Small Cap Market. The Company's warrants have been
de-listed due to inability to maintain two or more market makers for JAHI
warrants. The delisting of JAHI warrants may adversely impact the trading and
liquidity of these warrants.
The SEC recently completed an examination of the Company. As a result of this
examination, certain issues arose regarding possible violations of the
Securities Act of 1933, the Securities Exchange Act of 1934 and the Investment
Advisers Act of 1940 relating to the contingent "best efforts" private
placement offering for Boston Restaurants Associates, Inc. The SEC has
initiated discussions with the Company's legal counsel with regard to these
issues and may be considering formal action against the Company.
Management and legal counsel to the Company cannot, at this time, predict with
any certainty the outcome of the SEC's examination or whether the resolution
will have a material effect on JAHI's operations or financial statements. It
is anticipated that this matter will be resolved or settled with the SEC
within the year ended December 31, 1998.
Other than the foregoing, the Company is not a party in any material
litigation, and management has no knowledge of any threatened material
litigation against the Company.
Results of Operations
The Company had a net loss for the three months ended March 31, 1998, of
($198,518) or ($0.02) per basic and diluted common share compared to a net
loss of ($18,750) or $0.00 per basic and diluted common share for the same
period in 1997. This loss resulted primarily from increased expenses related
to marketing, decreased revenue from percentage of assets account billings and
decreased other income.
For the three months ended March 31, 1998, revenues from investment advisory
fees totaled $170,368 compared to revenues from investment advisory fees of
$193,721 for the same period in 1997, a decrease of approximately 12% due
primarily to lower revenues from percentage of assets fee-based accounts
during the first quarter of fiscal 1998.
11
<PAGE>
Management fees for the first quarter of 1998 were also relatively weak
because of performance in clients' managed accounts during 1997 and a decrease
in total assets under management. Unless account performance and/or asset
gathering increases, the current earnings trend may continue. Market
conditions and other factors mentioned above may materially impact this trend,
either positively or negatively.
Commission income decreased for the three months ended March 31, 1998, to
$111,620 compared to $119,453 for the same period in 1997. This decrease is
due to fewer assets under management and fewer securities transactions
resulting from a decrease in the amount of securities being purchased and sold
in client accounts as determined by the management of the Company based on
market conditions and other factors.
Total other income was $61,917 for the three months ended March 31, 1998,
compared to $136,863 for the same period in 1997, a decrease of approximately
55%. This decrease was primarily due to decreased realized and unrealized
gains in Company investment accounts and decreased interest income.
Selling, general, and administrative ("SG&A") expenses of $482,423 were
incurred during the three month period ended March 31, 1998, compared to SG&A
expenses of $408,787 for the same period in 1997, an increase of approximately
18%. This increase was primarily due to marketing expenses and compensation
for new employees of the Company.
Liquidity and Capital Resources
At March 31, 1998, the Company had cash and cash equivalents of $121,875
versus $51,286 at December 31, 1997, an increase of approximately 137%. This
increase is primarily due to the sale of certain marketable securities held at
December 31, 1997.
Accounts payable and accrued expenses were $232,109 at March 31, 1998,
compared to $179,360 at December 31, 1997, an increase of approximately 29%.
Accruals are based upon expenses as determined by management's estimate.
Cash flows provided by (used in) operating activities for the three months
ended March 31, 1998, were $135,286 compared to ($82,716) for the same period
in 1997. Cash flows provided by (used in) investing activities for the three
months ended March 31, 1998, were ($64,697) compared to ($1,519) for the same
period in 1997. Cash flows provided by (used in) financing activities were $0
for the three month period ended March 31, 1998, compared to ($63,303) for the
same period in 1997. Management of the Company believes current cash needs
will be met from various revenue sources and the potential sale of marketable
securities and other assets despite increased marketing expenses and a general
decrease in management fee revenues.
12
<PAGE>
SIGNATURES
In accordance with 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.
JORDAN AMERICAN HOLDINGS, INC.
Dated: May 8, 1998 By: /s/ Charles R. Clark
Charles R. Clark
Chief Executive Officer
Dated: May 8, 1998 By: /s/ Frederick A. Whittlesey
Frederick A. Whittlesey
Chief Financial Officer
13
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 121,875
<SECURITIES> 619,412
<RECEIVABLES> 98,796
<ALLOWANCES> 12,960
<INVENTORY> 0
<CURRENT-ASSETS> 965,685
<PP&E> 341,234
<DEPRECIATION> 109,779
<TOTAL-ASSETS> 2,212,119
<CURRENT-LIABILITIES> 419,215
<BONDS> 0
0
30,000
<COMMON> 10,409
<OTHER-SE> 1,752,495
<TOTAL-LIABILITY-AND-EQUITY> 2,212,119
<SALES> 0
<TOTAL-REVENUES> 281,988
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (138,518)
<INCOME-TAX> 0
<INCOME-CONTINUING> (138,518)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (138,518)
<EPS-PRIMARY> (0.02)
<EPS-DILUTED> (0.02)
</TABLE>
