U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
--------------
[_] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE ACT
For the transition period from __________ to __________
Commission file Number 1-11055
Epigen, Inc.
-----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Delaware 04-3120712
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Tower Lodge, North Tower Hill Road, Box L, Millbrook, NY 12545
--------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(914) 677-5317
-----------------------------------------------
(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) has 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 outstanding of the issuer's common stock, par value $.001
per share, at May 11, 2000 was 5,859,402.
Transitional Small Business Disclosure Format (check one)
Yes [X] No [_]
<PAGE>
EPIGEN, INC.
(Formerly COD Associates, L.P.)
(A Development Stage Company)
INDEX
Page
Number
------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets
at March 31, 2000 and December 31, 1999 . . . . . . . . . 1
Statements of Operations
for the three month periods ended March 31, 2000
and March 31, 1999 and cumulative from
Inception (January 28, 1987) to March 31, 2000 . . . . . . 2
Statements of Cash Flows
for the three months periods ended March 31, 2000
and March 31, 1999 and cumulative from
Inception (January 28, 1987) to March 31, 2000 . . . . . . 3
Notes to Financial Statements . . . . . . . . . . . . . . 4 - 5
Item 2. Management's Discussion and Analysis or
Plan of Operations . . . . . . . . . . . . . . . . . . . . 6 - 8
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . 9
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
<PAGE>
EPIGEN, INC.
(Formerly COD Associates, L.P.)
(A Development Stage Company)
BALANCE SHEETS
March 31, December 31,
2000 1999
------------ ------------
ASSETS
Current Assets:
Cash and cash equivalents .................... $ 17,400 $ 521,766
------------ ------------
Total current assets ...................... 17,400 521,766
Office equipment, net of accumulated
depreciation of $50,773 and $49,272 ........... 19,365 20,866
------------ ------------
Total assets .............................. $ 36,765 $ 542,632
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Note payable demand ........................... $ 105,805 $ 120,805
Notes payable - 25% interest .................. 200,000 200,000
Notes payable - prime plus 5% ................. 250,000 250,000
Accrued interest-notes payable ................ 268,596 245,163
Accrued direct research and development costs . 583,135 597,685
Accrued professional fees ..................... 257,574 316,534
Accrued payroll ............................... 1,332,710 1,312,348
Other accrued expenses ........................ 448,583 526,353
------------ ------------
Total current liabilities ................. 3,446,403 3,568,888
------------ ------------
Long Term Liabilities:
Note payable - Long term ...................... 800,000 750,000
------------ ------------
Total liabilities ......................... 4,246,403 4,318,888
============ ============
Stockholders' Equity:
Preferred stock - 15,000,000 shares
authorized of which 1,500,000 shares
designated as Series A, $.001 par value,
issued and outstanding - 350,000 shares at
March 31, 2000 ............................... 350 350
Common stock - 50,000,000 shares authorized,
$.001 par value, 5,859,402 shares issued and
outstanding at March 31, 2000 ................ 5,859 5,811
Additional paid-in capital .................... 16,323,298 16,323,298
Deficit accumulated during development stage .. (20,538,798) (20,105,368)
Less 5 shares of common stock held in treasury,
at cost ...................................... (347) (347)
------------ ------------
Total stockholders' equity ................ (4,209,638) (3,776,256)
------------ ------------
Total liabilities & stockholders' equity .. $ 36,765 $ 542,632
============ ============
The accompanying notes are an integral part of these financial statements.
1
<PAGE>
EPIGEN, INC.
(Formerly COD Associates, L.P.)
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Cumulative
For the Three For the Three from
Months Ended Months Ended Inception to
March 31, March 31, March 31,
2000 1999 2000
------------ ------------ ------------
(unaudited) (unaudited) (unaudited)
Revenues:
Contract research ............. $ -- $ -- $ 5,000
Licensing fees ................ -- -- 1,600
Management fee income ......... -- -- 3,072
Interest income ............... -- -- 219,711
------------ ------------ ------------
-- -- 229,383
------------ ------------ ------------
Operating Costs & Expenses:
Direct research and
development .................. 141,553 21,145 8,139,106
General and administrative .... 217,271 214,400 10,570,943
Fees due to General Partner
of the Predecessor and
affiliates, forgiven and
contributed to capital ....... -- -- 1,188,893
Interest expense, net ......... 74,606 58,132 869,239
------------ ------------ ------------
Total operating costs
and expenses ............. 433,430 293,677 20,768,181
------------ ------------ ------------
Net (loss) ..................... $ (433,430) $ (293,677) $(20,538,798)
============ ============ ============
Net loss per common share ...... $ (0.07) $ (0.06)
============ ============
Weighted average
number of shares of common
stock outstanding ............. 5,823,007 4,925,805
============ ============
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
<TABLE>
EPIGEN, INC.
(Formerly COD Associates, L.P.)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
<CAPTION>
Cumulative
For the Three For the Three from
Months Ended Months Ended Inception to
March 31, March 31, March 31,
2000 1999 2000
------------ ------------ ------------
(unaudited) (unaudited) (unaudited)
<S> <C> <C> <C>
Cash Flows from Operating Activities:
Net loss .......................................... $ (433,430) $ (293,677) $(20,538,798)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization expense ............ 1,501 1,956 111,719
Non-cash expenses paid in equity interest ........ 49 -- 2,811,462
Non-cash compensation expense associated
with the grant of stock options and warrants .... -- -- 427,964
Debt converted to equity .......................... -- 76,680 945,831
Changes in operating assets and liabilities:
Increase (decrease) in accrued direct
research and development costs ................... (14,550) 20,772 583,135
Increase (decrease) in accrued professional fees .. (58,960) (68,579) 257,574
Increase (decrease) in accrued payroll ............ 20,362 51,612 1,332,710
Increase (decrease) in accrued expenses to
affiliates, printing charges and other expenses .. (54,338) 61,404 717,178
------------ ------------ ------------
Net cash used in operating activities ......... (539,366) (149,832) (13,351,225)
------------ ------------ ------------
Cash Flows from Investing Activities:
Purchase of office equipment ...................... -- -- (74,133)
Purchase of treasury stock ........................ -- -- (347)
Decrease (increase) in note receivable from
an officer/shareholder ........................... -- -- --
Decrease (increase) in other assets ............... -- -- (3,025)
Increase in organizational costs .................. -- -- (53,925)
------------ ------------ ------------
Net cash used in investing activities ......... -- -- (131,430)
------------ ------------ ------------
Cash Flows from Financing Activities:
Proceeds from issuance of common stock ............ -- 296 9,557,650
Capital contributions ............................. -- 209,715 2,141,600
Proceeds from issuance of preferred stock ......... -- -- 445,000
Increase (decrease) in note payable-demand ........ (15,000) (10,000) 105,805
Net increase in notes payable - other ............. 50,000 -- 1,250,000
------------ ------------ ------------
Net cash provided by financing activities ..... 35,000 200,011 13,500,055
------------ ------------ ------------
Net increase (decrease) in cash and cash equivalents (504,366) 50,179 17,400
Cash and cash equivalents, beginning period ........ 521,766 24,215 --
------------ ------------ ------------
Cash and cash equivalents, end of period ........... $ 17,400 $ 74,394 $ 17,400
============ ============ ============
The accompanying notes are an integral part of these financial statements.
3
</TABLE>
<PAGE>
EPIGEN, INC.
(formerly COD Associates, L.P.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
1. Basis of Presentation:
The financial statements as of March 31, 2000 are unaudited, but
include all adjustments (consisting of normal, recurring adjustments)
which the Company considers necessary for a fair presentation of such
interim financial statements. The results of operations for the three
month periods ended March 31, 2000 and March 31, 1999 are not
necessarily indicative of the results for the entire year. The
financial statements and notes are presented as permitted by Form
10-QSB and do not contain certain information included in the Company's
annual financial statements and notes.
2. Cash and Cash Equivalents:
Cash and cash equivalents include all funds held in checking and money
market accounts.
3. Net Loss per Share:
Net loss per share is based on the weighted average number of shares of
common stock outstanding during the period. All outstanding warrants
and options have been excluded from the calculation as they are
antidilutive.
4. Licensing Agreements:
The Company's technology is used under an exclusive license from Boston
Biomedical Research Institute (BBRI). Pursuant to the terms of this
license agreement, the Company has been granted an exclusive, worldwide
license to manufacture, use, lease, sell or otherwise transfer (a) any
products utilizing any patent obtained by BBRI, or (b) any products
resulting from the Company-sponsored research at BBRI, or (c)
compositions containing such products. The agreement provides for
royalty payments not to exceed $10,000,000 per year to BBRI equal to 5%
of the net selling price and subject to certain reductions described
below. The agreement expires the later of ten years from the first
commercial sale of any such products or the expiration of any
applicable patent.
During 1992, the Company entered into a contract with the University of
Oslo (the "University") in close collaboration with BBRI for the
characterization of the Human Carcinoma Antigen. The agreement calls
for payment to the University of 1% of net sales for any human
therapeutic product utilizing these patent or biological material
rights sold to third parties. Pursuant to the Company's agreement with
BBRI, the royalty payable to BBRI is reduced to 4.5% for the net
selling price of any covered product for which a royalty is also
payable to the University.
4
<PAGE>
EPIGEN, INC.
(formerly COD Associates, L.P.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
4. Licensing Agreements (cont.):
During 1993, the Company entered into an agreement with Massachusetts
General Hospital ("MGH") to license certain antibodies for use in
developing the in vitro diagnostic test, the in vivo imaging agent and
the therapeutic vaccine. Under the agreement, the Company is required
to pay royalties ranging from 2% to 5% of the net sales price, as
defined, depending on the country in which the product is sold. The
term of the agreement expires, on a country-by-country basis, eight
years after the first commercial sale or for the life of a valid patent
in a country, whichever occurs first.
Pursuant to the Company's agreement with BBRI, if royalties are to be
paid to both BBRI and MGH, the royalty otherwise payable to BBRI will
be reduced so that the total royalty paid to BBRI and MGH does not
exceed 6% of the net selling price of any licensed product or process.
On June 12, 1995, MGH agreed to reduce royalty payments due pursuant to
the June 1, 1993 agreement by 50%.
The Company entered into an agreement dated as of March 31, 1999 with
Vacold, LLC for the creation of an IgG antibody. In lieu of cash,
Vacold received 6% of the Company's Common Stock, or 433,705 shares. In
addition, Vacold is to receive a 3% royalty on Epigen's sales that
include any IgG antibodies developed in Vacold's laboratory. A second
contract with Vacold for ongoing R&D has been negotiated at standard
industry rates. Vacold is to be responsible for the optimization and
demonstration of the new assay to prospective strategic partners.
5. Equity Transactions During the Quarter Ended March 31, 2000 were as Follows:
On March 13, 2000, the Company issued 48,527 shares of common stock to
Mr. Robert Corsiglia to reflect the correction of a prior conversion of
notes into common stock.
5
<PAGE>
EPIGEN, INC.
(Formerly COD Associates, L.P.)
(A Development Stage Company)
PART I FINANCIAL INFORMATION
Item 2. Management's Discussion and Analysis or Plan of Operation
---------------------------------------------------------
The Company presently is insolvent and unable to pay its debts as they become
due. The officers have agreed temporarily to allow part of their salaries to
accrue. Currently, liabilities exceed assets. Should a sufficient number of the
company's creditors pursue the obligations owed them, the Company might be
forced into a voluntary or involuntary bankruptcy.
The Company continues to pursue funding from a variety of sources. However,
there can be no assurance that the Company will be successful in its efforts to
raise additional capital.
The Company believes that it has produced enough data indicating that the COD
Test can be used as a confirmatory test for prostate cancer to allow the Company
to negotiate a license agreement.
The Company does not presently have the resources to complete the development
of, or conduct prospective clinical trials on, new products. It has never been
part of the Company's strategy to manufacture or market any of its products. The
Company's plan is to enlist a strategic partner to complete the
commercialization of products, design the protocol for clinical trials, assume
responsibility for FDA approval, and subsequently manufacture and market the
Company's assay. The Company continues to seek funding for future development of
its products through certain potential strategic partners and other sources of
funding. The Company is pursuing a license agreement with several major
biopharmaceutical companies. The biopharmaceutical company will be responsible
for obtaining all regulatory approvals in all the countries in which our product
is to be sold. The Company anticipates that our partner will manufacture,
market, and have the right to sublicense the technology. No assurances can be
made that the Company will be successful in negotiating such a license
agreement.
The Company continues to pursue its business plan to the extent resources
permit.
The Company, through collaborations with hospitals in the Northeast and a major
biopharmaceutical company, has completed a large clinical study on over 400
prostate cancer patients. The Company believes that the results demonstrate the
viability of the COD Test as a diagnostic aid. The study reveals the following
results in a comparison between its HCA and PSA:
6
<PAGE>
EPIGEN, INC.
(Formerly COD Associates, L.P.)
(A Development Stage Company)
Item 2. Management's Discussion and Analysis or Plan of Operation (continued)
---------------------------------------------------------
Parameter HCA PSA
--------- --- ---
Sensitivity 96.4% (94%, 99%) 81.5%
Specificity 92.2% (89%, 96%) 51.6%
PPV(1) 90.9% (87%, 95%) 57.5%
NPV(2) 97% (95%, 99%) 77.6%
(1) Positive Predictive Value
(2) Negative Predictive Value
The above table was developed in collaboration with a major biopharmaceutical
company.
Sensitivity is a measure of true positive or false negative. If there are 100
lesions and a test identifies 80 of these, the sensitivity is 80%. True (+) 80,
false negative (20).
Specificity is a measure of true negative or false positive. If there are 100
patients with no lesions and a test identifies 20 lesions, the specificity is
80%. True (-) 80, false (+) 20.
The study was done using IgM antibodies. Because of their smaller size and
faster reactivity, the industry prefers IgG antibodies. The Company has
successfully raised IgG antibodies that are 20% of the size of IgM antibodies.
These antibodies have faster reactivity and obviate problems indigenous to IgM
antibodies. The Company is now engaged in discussions with certain major
biopharmaceutical companies for a license agreement.
The Company has also entered into other collaborations with hospitals to develop
a confirmatory test for breast cancer. The hospitals are to collect serum
samples from patients who have had positive mammograms and subsequent biopsies.
This will allow the Company to demonstrate the ability of the COD Test to
differentiate between cancer and normals, and confirm the presence of a
carcinoma. It is generally accepted that mammograms have a 66% false positive
rate. The COD Test should drop this false positive rate to 5 - 10%. The Company
believes from in-house preliminary data that the COD Test should be an effective
confirmatory test for breast cancer. As soon as these data are available, a
presentation will be made to prospective strategic partners with the intent to
license the technology. If successful, this Test will eliminate the need for
unnecessary sonograms and biopsies, reduce stress experienced by patients who
have false positives, and result in substantial savings to the health care
industry.
The Company has formed a collaboration with two thoracic surgeons at a New York
hospital to help develop a test for lung cancer. There can be no assurance that
such test results will yield sufficiently positive results. The results of such
tests and collaboration will determine to a significant extent the Company's
ability to promote potential strategic alliances for this test.
7
<PAGE>
EPIGEN, INC.
(Formerly COD Associates, L.P.)
(A Development Stage Company)
Item 2. Management's Discussion and Analysis or Plan of Operation (continued)
---------------------------------------------------------
In-vitro testing regarding the Company's therapeutic has shown that the vaccine
kills cancer cells within an hour without harm to normal cells. Research on the
Company's vaccine at Columbia Presbyterian has been put on hold until funding is
available. Work on the Company's in-vivo imaging agent is being delayed until
sufficient funds are available to continue such work.
8
<PAGE>
EPIGEN, INC.
(Formerly COD Associates, L.P.)
(A Development Stage Company)
PART II OTHER INFORMATION
Item 2(c) Information Regarding the Sale of Unregistered Securities During the
Three Month Period Ended March 31, 2000
----------------------------------------------------------------------
In March 2000, Registrant issued 48,527 shares of its Common Stock to an
existing shareholder as additional consideration for the conversion by such
shareholder in 1998 of an aggregate of $58,545.83, of principal and interest
owed by the Company to such shareholder pursuant to a repricing of the
conversion option available to such shareholder from $2.66 per share to $.83 per
share.
Registrant relied on Section 4(2) of the Securities Act of 1933, as amended, in
issuing all such shares in light of the fact that such shares were issued on a
limited basis, without publication and the recipient of such shares is familiar
with Registrant and its operations.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
10.36 Agreement dated as of December 1, 1999 among Donald C.
Fresne, Registrant and Biofund, Inc. relating to the guarantee by
Biofund, Inc. of up to $800,000 of indebtedness by Registrant to
the Bank of Millbrook.
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the three
month period ended March 31, 2000.
9
<PAGE>
EPIGEN, INC.
(Formerly COD Associates, L.P.)
(A Development Stage Company)
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Dated: May 11, 2000
EPIGEN, INC.
By: /s/: Donald C. Fresne
------------------------------------
Donald C. Fresne, Chief
Executive Officer, Chairman of the
Board of Directors and
President
By: /s/: L. Courtney Schroder
------------------------------------
L. Courtney Schroder, Treasurer
and Chief Financial Officer
10
EXHIBIT 10.36
SECURITY AND INTERCREDITOR AGREEMENT
AGREEMENT, dated December 1, 1999, among Biofund, Inc., a Delaware
corporation with an address at Box L, Millbrook, NY 12545 ("Biofund"), Donald C.
Fresne ("Fresne"), with an address at North Tower Hill Road, Box L, Millbrook,
NY 12545, and Epigen, Inc., a Delaware corporation with an address at North
Tower Hill Road, Box L, Millbrook, NY 12545 ("Epigen").
RECITALS
1. Epigen has obtained a loan from the Bank of Millbrook ("Bank") in
the original principal amount of up to $800,000 (the "Loan") upon the condition
that the Loan be secured by collateral in the form of certificates of deposit
issued by the Bank aggregating the original principal amount of the Loan (the
"Security").
2. Biofund has agreed to provide such security (the "Guaranty"),
subject to the terms and conditions herein provided.
3. Epigen presently owes Fresne an aggregate of approximately
$1,699,000, secured by a first priority security interest in all of Epigen's
rights to its proprietary technology, patents, trademarks and copyrights and
scientific formulae (the "Collateral") pursuant to an Agreement dated as of May
1, 1995.
4. Biofund requires a security interest in the Collateral and certain
other rights as herein provided as a condition of providing the Security.
NOW, THEREFORE, in consideration of the foregoing and the covenants and
conditions herein contained, Biofund, Epigen and Fresne, intending to be legally
bound, hereby agree as follows:
Section 1. Grant of Security Interest.
--------------------------
1.1 In order to secure repayment of the Security in the event the Loan
is foreclosed upon by the Bank and the Security is used to satisfy the Loan,
Epigen hereby grants to Biofund a security interest in the Collateral to the
same extent as that granted to Fresne, and Fresne hereby consents to such grant.
Section 2. Priority of Liens.
-----------------
2.1 Priority among Lenders. Each of Fresne and Biofund hereby agrees
that in the event either of the liens granted to them is foreclosed upon the
holder thereof the holder of the other lien shall cooperate with the foreclosing
party in such foreclosure. To the extent the Collateral is sold or otherwise
disposed of to satisfy such lien, the proceeds of such foreclosure, less costs
thereof, shall be disbursed sixty percent (60%) to Biofund and forty percent
(40%) to
-1-
<PAGE>
Fresne until the smaller of the two obligations secured by such liens shall have
been satisfied in full. Thereafter, any remaining proceeds shall be disbursed
first to the holder of the unsatisfied lien until the obligation secured by such
lien is paid in full and any remaining proceeds shall be returned to Epigen.
2.2 Execution of Documents. The parties hereto hereby agree to execute
and deliver all such financing statements and other documents as shall be
necessary to effectuate the intent of this Agreement and the transactions
contemplated hereby.
Section 3. Warrant to Purchase Shares of Epigen Stock.
------------------------------------------
3.1 Epigen hereby grants to Biofund, or its nominees who must be
shareholders of Biofund, the right to acquire shares of Epigen's Common Stock,
$.001 par value per share ("Common Stock"), as follows:
(a) For each $100,000 of funds provided for the Guaranty by
Biofund, upon retirement of the Loan and return of the
Security Biofund shall have the right to acquire up to that
number of shares of Common Stock equal to two and one-half
percent (2-1/5%) of the issued and outstanding shares of
Common Stock, on a fully diluted basis as of November 1, 1999,
at a price of $.01 per share.
(b) In consideration for such right, Biofund shall apply all
interest earned on the Security to repayment of interest
accrued on the Loan, which application shall be made
immediately upon the maturity date(s) of the Security.
(c) Epigen promptly shall take all steps necessary to reserve for
issuance a sufficient number of shares of Common Stock to
satisfy the exercise of such right in its entirety by Biofund.
Section 4. Miscellaneous.
-------------
4.1 Notices. Except as herein provided, all notices which may be
required or permitted under this Agreement shall be given in writing by
certified mail, return receipt requested, or by hand, by facsimile or by Express
Mail or other recognized over night delivery service and shall be delivered or
transmitted to the parties hereto at their respective addresses set forth above,
or such other addresses as any of them shall designate in accordance with the
provisions of this Section 4.1
4.2 Entire Agreement. This Agreement constitutes the entire agreement
of the parties hereto regarding the subject matter hereof and supersedes any
prior agreement of the parties hereto regarding such subject matter.
4.3 Governing Law. This Agreement shall be governed by and interpreted
in accordance with the laws of the State of New York.
-2-
<PAGE>
4.4 Counterparts. This Agreement may be signed in one or more
counterparts which together shall constitute one and the same instrument.
4.5 Modification. No modification or amendment of this Agreement shall
be effective unless in writing and signed by the parties hereto.
4.6 Severability. Should any provision of this Agreement be determined
to be invalid or unenforceable or at variance with any present or future
requirement of applicable law then such provision alone shall become inoperative
to the extent necessary, and this Agreement may remain in full force and should
be construed so as to give effect to the intent and purpose of the parties to
the maximum extent possible.
4.7 Assignment. Except as herein provided, no party may assign all or
any portion of this Agreement without the prior written consent of the other
parties.
4.8 Headings. The headings contained in this Agreement are for the
convenience of reference only and shall not affect in any way the meaning or
interpretation of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
executed by their duly authorized representatives as of the day and year first
above written.
BIOFUND, INC. EPIGEN, INC.
By: /s/David Clapp By: /s/Donald C. Fresne
---------------------- ---------------------
David Clapp, President Donald C. Fresne, CEO,
President and Chairman
/s/ Donald C. Fresne
- ------------------------------
Donald C. Fresne, individually
-3-
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 17,400
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 17,400
<PP&E> 70,138
<DEPRECIATION> 50,773
<TOTAL-ASSETS> 36,765
<CURRENT-LIABILITIES> 3,446,403
<BONDS> 0
0
350
<COMMON> 5,859
<OTHER-SE> (4,215,847)
<TOTAL-LIABILITY-AND-EQUITY> 36,765
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 358,824
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 74,606
<INCOME-PRETAX> (433,430)
<INCOME-TAX> 0
<INCOME-CONTINUING> (433,430)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (433,430)
<EPS-BASIC> (0.07)
<EPS-DILUTED> (0.07)
</TABLE>
