- -----------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No.: 0-20101
-----------------------------
URECOATS INDUSTRIES INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3545304
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4100 North Powerline Road, Suite F-1, Pompano Beach, Florida 33073
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(Address of principal executive offices)
(954) 977-5428
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(registrant's telephone number, including area code)
Check whether the registrant (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 [ ]
--- ---
The number of shares of common Stock, par value $.01 per share, deemed
outstanding as of June 30, 1999 was 72,317,719 shares.
- ------------------------------------------------------------------------------
URECOATS INDUSTRIES INC.
FORM 10-QSB
JUNE 30, 1999
INDEX
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PAGE
------
PART I - FINANCIAL INFORMATION
- ------------------------------
ITEM 1. FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets as of June 30, 1999
and December 31, 1998 ............................................... 3-4
Condensed Consolidated Statements of Operations for the three months
and six months ended June 30, 1999 and 1998 ......................... 5-6
Condensed Consolidated Statements of Cash Flows for the six months
ended June 30, 1999 and 1998 ........................................ 7-8
Notes to Condensed Consolidated Financial Statements................. 9
ITEM 2. MANAGEMENT'S PLAN OF OPERATION ............................. 10-12
PART II - OTHER INFORMATION
- ---------------------------
ITEM 1. LEGAL PROCEEDINGS ......................................... 13
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS ................. 13
ITEM 3. DEFAULTS UPON SENIOR SECURITIES ........................... 13
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ....... 13
ITEM 5. OTHER INFORMATION ......................................... 13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K .......................... 13
Page 2
PART I - FINANCIAL INFORMATION
------------------------------
ITEM 1. FINANCIAL STATEMENTS
- -----------------------------
URECOATS INDUSTRIES INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
------
JUNE 30, 1999 DECEMBER 31, 1998
------------------ -----------------
(UNAUDITED)
Current Assets:
Cash $ 17,363 $ 102,801
Loans Receivable 10,646 21,042
Prepaid Expenses 22,329 39,535
------------------ -----------------
Total Current Assets 50,338 163,378
------------------ -----------------
Property and Equipment, Net 384,816 207,036
------------------ -----------------
Other Assets:
Deposits 8,216 5,227
Intangibles, Net 997,990 997,777
------------------ -----------------
Total Other Assets 1,006,206 1,003,004
------------------ -----------------
Total Assets $ 1,441,360 $ 1,373,418
================== =================
See Accompanying Notes to Condensed Consolidated Financial Statements
Page 3
URECOATS INDUSTRIES INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED BALANCE SHEETS
(CONTINUED)
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
---------------------------------------
JUNE 30, 1999 DECEMBER 31, 1998
------------------ -----------------
(UNAUDITED)
Current Liabilities:
Accounts Payable and
Accrued Expense $ 689,910 $ 1,460,515
Loans Payable 120,000 72,752
Notes Payable 130,689 184,453
Due to Related Parties 1,005,824 232,623
------------------ -----------------
Total Current Liabilities 1,946,423 1,950,343
------------------ -----------------
Commitments and Contingencies 566,690 685,114
------------------ -----------------
Stockholders' (Deficit):
Preferred Stock, $1.00 Par
Value, 2,000,000 Shares
Authorized; Series A
Convertible, 750,000 Shares
Authorized; Issued &
Outstanding, 62,500 Shares
Unconverted (Less Offering
Costs of $7,465) 55,035 55,035
Common Stock $.01 Par Value,
100,000,000 shares Authorized;
72,317,719 Shares Issued &
Outstanding, June 30, 1999;
58,992,784 Shares Issued &
Outstanding, December 31, 1998. 723,177 589,928
Additional Paid-In-Capital 17,415,743 15,806,185
Accumulated (Deficit) -
Discontinued Operations (13,379,853) (13,379,285)
Accumulated (Deficit) -
Development Stage Operations (5,885,855) (4,333,902)
------------------ -----------------
Total Stockholders' (Deficit) (1,071,753) (1,262,039)
------------------ -----------------
Total Liabilities and
Stockholders' (Deficit) $ 1,441,360 $ 1,373,418
================== =================
See Accompanying Notes To Condensed Consolidated Financial Statements
Page 4
URECOATS INDUSTRIES INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED JUNE 30,
---------------------------
1999 1998
----------------- -----------------
(RESTATED)
Revenues $ -0- $ -0-
----------------- -----------------
Costs and Expenses:
Selling, General and
Administrative 534,163 367,622
Depreciation and Amortization 23,904 4,011
Research and Development 216,256 128,639
----------------- -----------------
Total Costs and Expenses 774,323 500,272
----------------- -----------------
Net (Loss) from Development Stage
Operations (774,323) (500,272)
(Loss) from Discontinued Operations $ (367) $ (208,951)
----------------- -----------------
Net (Loss) $ (774,690) $ (709,223)
----------------- -----------------
Net (Loss) Per Common Share
Basic
Development Stage Operations $ (.011) $ (.012)
Discontinued Operations .000 (.005)
----------------- -----------------
Total $ (.011) $ (.017)
----------------- -----------------
Weighted Average Shares Outstanding 70,434,002 41,473,578
----------------- -----------------
Dilutive
Development Stage Operations $ (.011) $ (.012)
Discontinued Operations .000 (.005)
----------------- -----------------
Total $ (.011) (.017)
----------------- -----------------
Weighted Average Shares Outstanding 72,792,002 41,473,578
----------------- -----------------
See Accompanying Notes to Condensed Consolidated Financial Statements
Page 5
URECOATS INDUSTRIES INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
SIX MONTHS ENDED JUNE 30,
-------------------------
1999 1998
----------------- -----------------
(RESTATED)
Revenues $ -0- $ -0-
----------------- -----------------
Costs and Expenses:
Selling, General and
Administrative 1,057,395 701,186
Depreciation and Amortization 42,414 6,777
Research and Development 452,144 159,690
----------------- -----------------
Total Costs and Expenses 1,551,953 867,653
----------------- -----------------
Net (Loss) from Development Stage
Operations (1,551,953) (867,653)
(Loss) from Discontinued Operations $ (568) $ (429,642)
----------------- -----------------
Net (Loss) $ (1,552,521) $ (1,297,295)
----------------- -----------------
Net (Loss) Per Common Share
Basic
Development Stage Operations $ (.024) $ (.023)
Discontinued Operations .000 (.011)
----------------- -----------------
Total $ (.024) (.034)
----------------- -----------------
Weighted Average Shares Outstanding 65,655,252 38,205,648
----------------- -----------------
Dilutive
Development Stage Operations $ (.023) $ (.023)
Discontinued Operations .000 (.011)
----------------- -----------------
Total $ (.023) (.034)
----------------- -----------------
Weighted Average Shares Outstanding 66,875,752 38,205,648
----------------- -----------------
See Accompanying Notes to Condensed Consolidated Financial Statements
Page 6
URECOATS INDUSTRIES INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
SIX MONTHS ENDED JUNE 30,
-------------------------
1999 1998
--------------- ---------------
Cash Flows from Operating Activities:
Net (Loss)
Development Stage Operations $ (1,551,953) $ (867,653)
Discontinued Operations (568) (429,642)
Adjustments to Reconcile Net (Loss)
to Net Cash (Required) by Operating
Activities:
Depreciation and Amortization
Development Stage Operations 42,414 6,777
Discontinued Operations 2,847 11,993
Changes in Assets and Liabilities:
Prepaid Expenses 10,396 (8,151)
Loans Receivables 17,206 (1,777)
Deposits (2,989) (12,325)
Accounts Payable and Accrued
Expenses (770,605) 119,380
Due to Related Parties 773,201 52,576
Decrease in Commitments and
Contingencies (118,424) (26,000)
--------------- ---------------
Net Cash (Required) by
Operating Activities (1,598,475) (1,154,822)
--------------- ---------------
Cash Flows from Investing Activities:
Acquisition of Property & Equipment
Development Stage Operations (222,973) (56,878)
Discontinued Operations -0- ---
(Acquisition) Write-off of Intangibles
Development Stage Operations (281) (55,000)
Discontinued Operations -0- ---
--------------- ---------------
Net Cash (Required) by
Investing Activities $ (223,254) (111,878)
--------------- ---------------
See Accompanying Notes to Condensed Consolidated Financial Statements
Page 7
URECOATS INDUSTRIES INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
SIX MONTHS ENDED JUNE 30,
(CONTINUED)
-------------------------
1999 1998
--------------- ---------------
(RESTATED)
Cash Flows from Financing Activities:
Proceeds from Issuance of
Common Stock 1,742,807 1,503,150
(Payment) of Notes (53,764) ---
(Decrease)Increase from Loans 47,248 (237,114)
--------------- ---------------
Net Cash Provided by Financing
Activities 1,736,291 1,266,036
--------------- ---------------
Net Increase (Decrease) in Cash
Development Stage Operations (94,739) 5,588
Discontinued Operations 9,301 (6,252)
--------------- ---------------
Net (Decrease) in Cash $ (85,438) $ (664)
=============== ===============
Supplemental Disclosure of
Cash Flow Information:
Non-Cash Financing Activities:
Acquisition of Intangibles $ -0- $ 55,000
Legal Fees 73,160 76,000
Consultant Fees 501,324 416,100
Repayment of Debts 955,652 337,500
Employee Compensation 212,375 1,000
--------------- ---------------
Totals $ 1,742,511 $ 885,600
=============== ===============
See Accompanying Condensed Consolidated Financial Statements
Page 8
URECOATS INDUSTRIES INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
- ------------------------------
The accompanying unaudited condensed consolidated financial statements
for the three month periods ended June 30, 1999 and 1998, have been prepared
in conformity with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Regulation
S-B. The financial information as of December 31, 1998, is derived from the
registrant's Form 10-KSB for the year ended December 31, 1998. Certain
information or 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 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 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. In the opinion of management, the accompanying financial
statements include all adjustments necessary (which are of a normal and
recurring nature) for the fair presentation of the results of the interim
periods presented. While the registrant believes that the disclosures
presented are adequate to keep the information from being misleading, it is
suggested that these accompanying financial statements be read in conjunction
with the registrant's audited consolidated financial statements and notes for
the year ended December 31, 1998, included in the registrant's Form 10-KSB for
the year ended December 31, 1998.
Operating results for the three month period ended June 30, 1999, are
not necessarily indicative of the results that may be expected for the
remainder of the fiscal year ending December 31, 1999. The accompanying
unaudited condensed consolidated financial statements: include the accounts
of the registrant and its wholly-owned subsidiaries. All significant inter-
company accounts and transactions have been eliminated in consolidation. The
unaudited condensed consolidated financial statements for the three months
ended June 30, 1998, have been restated to conform with the results indicated
in the December 31, 1998 Form 10-KSB.
NOTE 2 - INTANGIBLES
- --------------------
The registrant evaluates the amortization period of intangibles on an
ongoing basis in light of changes in any business conditions, events or
circumstances that may indicate the potential impairment of intangible assets.
The adoption of Statement of Accounting Standards 121, "Accounting for the
Impairment of Long-Lived Assets to be Disposed Of", and the evaluation by the
registrant, did not have a significant effect on the consolidated financial
position or results of operations of the registrant for the three months ended
June 30, 1999.
Page 9
ITEM 2. MANAGEMENT'S PLAN OF OPERATION
- ---------------------------------------
FORWARD LOOKING STATEMENTS
This Form 10-QSB contains certain forward-looking statements. For this
purpose, any statements contained in this Form 10-QSB that are not statements
of historical fact may be deemed to be forward-looking statements. Without
limiting the foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "estimate" or "continue" or the negative or other variations
thereof or comparable terminology are intended to identify forward-looking
statements. These statements by their nature involve substantial risks and
uncertainties, and actual results may differ materially depending on a
variety of factors.
PLAN OF OPERATION
Urecoats Industries Inc.'s (the "Company") plan of operation for the
next twelve (12) months, through its wholly-owned subsidiary, Urecoats
International, Inc., engaged in the business of acquiring, developing, and
marketing sealant and coating products containing recycled material in their
composition, for use in the Roofing Industry, is to complete prototype
development of its spray application system for its "URECOATS 100" Rubber
Sealant Membrane. Management is also researching the applicability of its
formulas and technologies for various other industries and markets, such as
automotive, construction, shipping, trucking, space, marine, bridge, and
military. The Company has set up a testing, training and laboratory facility,
for various research and development related to the Company's current sealant
products. In October 1997, Urecoats acquired all right, title and interest in
two formulae, including certain technologies for their manufacture and
application. Urecoats is also developing in its new laboratory facility, an
asphalt sealant product incorporating crumb rubber, for the pavement industry
("Pavement Sealant").
Urecoats also entered into a Consulting Agreement on July 21, 1998,
effective June 1, 1998, with Creative Chemical and Ponswamy Rajalingam, Ph.D.
("Dr. Raja"), the owner and inventor, respectively, of the formulas purchased
by Urecoats International, including certain technologies for their spray
application (collectively referred to as "Raja Agreement"). Dr. Raja is a
dedicated chemist in research and development and commercializing products
incorporating recycled tires and other raw materials in their composition.
The Company also entered into a Consulting Agreement on January 31, 1999,
effective January 1, 1999, with R. Uma Umarani, Ph.D. ("Dr. Umarani"), a
chemist, for the research and development of the Pavement Sealant formula.
The Company established a wholly-owned subsidiary, Urecoats Technologies,
Inc., organized under the laws of the State of Florida, on July 1, 1999
("Urecoats Technologies"). Urecoats Technologies was formed for the purpose
of conducting existing product enhancements, research and new product
developments, and this foundation will become the operating arm of the
Company's full-fledged manufacturing and distribution facilities worldwide.
The Company is presently negotiating the terms and conditions of
executive employment agreements with Dr. Raja and Dr. Umarani, as Vice
Presidents, respectively, in the Company and as President and Vice President,
respectively, of Urecoats Technologies.
Page 10
MARKETS AND STRATEGY
The Company focuses on select value-added niche markets in which it can
establish strong market positions and have advantages in product development,
manufacturing and distribution.
The Company has identified the $20 billion Roofing Industry for the
introduction of its first Product. The Company plans to continue
implementation of product development for value-added end-use applications in
higher growth market segments, particularly sealant and coatings which
facilitate recycling and other environmentally useful sealants and coatings.
Management believes the Company's technologies provide it with advantages in
the development of new products and the penetration of new markets.
The Company intends to pursue strategic acquisitions that will allow it
to establish its market position in targeted markets. Management believes
that the high degree of fragmentation in the adhesives, sealants and coatings
industry will continue to provide suitable acquisition candidates. Potential
acquisition candidates will be evaluated based upon the ability of the
Company to: (i) expand its product line; (ii) enhance its product development
capabilities; (iii) market products through new or expanded distribution
channels; and (iv) increase its international presence.
Management believes it has significant opportunities to establish its
products in international markets, to enter developing markets and to
establish new customer relationships. Management also believes it has a
world class "Rubber Sealant Membrane (RSM)" that will enhance, support and
change many industries. Many new businesses will be developed out of the
emergence of the Company's Rubber Sealant Membrane (RSM) into the world
markets.
MANUFACTURING, PACKAGING AND DISTRIBUTION
Urecoats has initiated plans to handle initial URECOATS 100 manufacturing,
packaging and distribution through contract manufacturers. These contract
manufacturers will prepare the various components of the product, as specified
by Urecoats, provide for private label packaging and assist with shipping of
product components to Mexico and other countries, for distribution to the
customer. The Company is also considering establishing a subsidiary to handle
its future large manufacturing, packaging and distribution needs.
RESEARCH AND DEVELOPMENT
The Company presently conducts research and development activities,
primarily related to products containing recycled materials in their formula
and spray application systems, through outside consultants. As mentioned
above, Urecoats retained Dr. Umarani, to concentrate on research and
development of an Pavement Sealant formula, made for the pavement industry.
The goal of the Pavement Sealant is to develop a sealant with excellent
performance, longer duration and lower cost, as compared to existing asphalt
sealant products in the marketplace today. The Company is also pursuing
various testing and certification of its URECOATS 100 Rubber Sealant Membrane
(RSM) and Pavement Sealant products.
The Company expended approximately $216,256 on research and development
of products and spray application systems for the quarter ended June 30, 1999.
Page 11
PATENTS, TRADEMARKS AND LICENSES
The Company submitted information on its proprietary Rubber Sealant
Membrane (RSM)" formula and specially designed spray application system, to
its intellectual property legal counsel, and in August 1998, the formula
became the subject of a utility patent application filed by the Company with
the United States Patent and Trademark Office ("USPTO").
The Company utilizes URECOATS 100 as a trademark name and is presently
marketing the Rubber Sealant Membrane (RSM) under that trademark name.
Management also performed trademark research on the name "Rubber Sealant
Membrane (RSM)", which trademark will be used for sales and marketing efforts.
Trademark and servicemark applications are presently being prepared and
expected to be filed with the USPTO during the third quarter of 1999.
The Company is also currently gathering information, collecting data
from various tests, and working closely with its Patent Legal Counsel on
the preparation and expected filing of three additional patent applications,
seeking protection on its prototype spray application systems, for the
"Rubber Sealant Membrane (RSM)" and Pavement Sealant products, as well as
the formula of the Pavement Sealant.
YEAR 2000 COMPLIANCE BY THE COMPANY AND OTHERS
Year 2000 compliance concerns the ability of certain computerized
information systems to properly recognize date-sensitive information, such as
invoices for the Company's services, as the year 2000 approaches. Systems
that do not recognize such information could generate erroneous data or cause
systems to fail; this problem may occur as early as calendar year 1999. The
Company has received notifications from its various vendors, suppliers, and
equipment manufacturers, of their Year 2000 compliant systems. The Company
also has updated its computer systems and hardware to be Year 2000 compliant.
However, there still remains a slight risk for the Year 2000 compliance of
those with whom the Company does business, primarily third party payors.
FINANCIAL CONDITIONS
The Company has suffered losses from discontinued operations resulting
in an accumulated (deficit) of $(13,379,853); and recurring losses from
development stage operations of $(5,885,855).
The Company currently does not have the liquidity or capital resources to
fund Urecoats without raising capital either from borrowing or from the sale
of additional shares of stock. In 1999, the Company borrowed approximately
$1,040,000 for its operations. The Company anticipates raising further
financing through short-term loans and/or sale of additional restricted common
stock to accredited sophisticated investors. Over the course of the next 90
to 120 days, the Company will be out of the office, laboratory, and build-out
facility, and for the first time be on a location at a building applying its
"URECOATS 100" Rubber Sealant Membrane (RSM) and Pavement Sealant products in
real life roofing and parking facility applications. These 90 to 120 days
will be the most critical, fact-finding and measurable moments in the
Company's history.
Page 12
PART II - OTHER INFORMATION
---------------------------
ITEM 1. LEGAL PROCEEDINGS
- --------------------------
No material, and thus reportable, changes have occurred since the filing
of the Company's Form 10-KSB for the Year Ended December 31, 1998. Refer to the
Company's Form 10-KSB for the Year Ended December 31, 1998 for more information.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
- --------------------------------------------------
During the quarterly period ended June 30, 1999, the Company issued
restricted common stock, for certain private transactions, in reliance on
Section 4(2) of the Act, as described below:
(a) The Company issued 262,082 shares of restricted common stock,
on behalf of its Urecoats subsidiary, for consulting services rendered.
This transaction was valued and recorded at $22,086.
(b) The Company issued 160,918 shares of restricted common stock, on
behalf of its Urecoats subsidiary, in connection with cancellation of
indebtedness to vendors aggregating $16,092.
(c) The Company issued 2,214,435 shares of restricted common stock,
in payment of consulting fees for services rendered, of which 250,000 were
issued to Charles A. Gargano and 150,000 to Stuart B. Krost, both of whom are
Directors of the Company. These transactions were valued and recorded at
$212,867.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
- ----------------------------------------
None
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
27.1 FINANCIAL DATA SCHEDULE - JUNE 30, 1999
27.2 RESTATED FINANCIAL DATA SCHEDULE - JUNE 30, 1998
(b) REPORTS ON FORM 8-K - None
Page 13
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, in the City of Pompano Beach, and State of Florida on
August 14, 1999.
URECOATS INDUSTRIES INC.
(Registrant)
/s/ Larry T. Clemons August 14, 1999
- ---------------------------- ---------------
Larry T. Clemons Date
President and Treasurer
/s/ Michael T. Adams August 14, 1999
- ---------------------------- ---------------
Michael T. Adams Date
Vice President and Secretary
Page 14
EXHIBIT INDEX
-------------
EXHIBIT NO. EXHIBIT DESCRIPTION
- ----------- -------------------
27.1 FINANCIAL DATA SCHEDULE - JUNE 30, 1999
27.2 RESTATED FINANCIAL DATA SCHEDULE - JUNE 30, 1998
Page 15
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 17,363
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 50,338
<PP&E> 384,816
<DEPRECIATION> 45,193
<TOTAL-ASSETS> 1,441,360
<CURRENT-LIABILITIES> 1,946,423
<BONDS> 0
0
55,035
<COMMON> 723,177
<OTHER-SE> 17,415,743
<TOTAL-LIABILITY-AND-EQUITY> 1,441,360
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,552,521
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,551,953)
<DISCONTINUED> (568)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,552,521)
<EPS-BASIC> (.024)
<EPS-DILUTED> (.023)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 415
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 43,868
<PP&E> 124,070<F1>
<DEPRECIATION> 11,311<F2>
<TOTAL-ASSETS> 4,458,660
<CURRENT-LIABILITIES> 1,743,145
<BONDS> 0
0
55,035
<COMMON> 463,766
<OTHER-SE> 1,439,693
<TOTAL-LIABILITY-AND-EQUITY> 4,458,660
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,297,295
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (867,653)
<DISCONTINUED> (429,642)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,297,295)
<EPS-BASIC> (.034)
<EPS-DILUTED> (.034)
<FN>
<F1>Figure is property and equipment, net, plus accummulated depreciation.
<F2>According to the registrant's records, depreciation and amortization are
$11,311 and $7,549, respectively, for a total of $18,770.
</FN>
</TABLE>
