UNITED STATES 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
( ) Transition Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from _____to_____
Commission file number: 33-55254-46
AMERICAN SPORTS HISTORY INCORPORATED
----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Nevada 87-0485307
- ------------------------------- ---------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
18-I Heritage Drive, Chatham, New Jersey 07928
-----------------------------------------------
(Address of principal executive offices)
(973) 635-0665
----------------------------------------------
Issuer's telephone number, including area code
Not applicable
-------------------------------------
(Former name, former address and former
fiscal year, if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes ( ) No ( X )
As of March 31, 1998, the issuer had 6,645,826 shares of its common stock
issued and outstanding or to be issued.
Transitional Small Business Disclosure Format: Yes ( ) No ( X )
Total sequentially number pages in this document: 14
<PAGE>
AMERICAN SPORTS HISTORY INCORPORATED AND SUBSIDIARIES
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets (Unaudited)-
As of March 31, 1998 and (Audited)
December 31, 1997 ........................................ 3
Condensed Consolidated Statements of Operation
(Unaudited)- Three Months Ended March 31, 1998 and
1997 and Cumulative from May 1, 1995 ..................... 4
Condensed Consolidated Statements of Cash Flows
(Unaudited)- Three Months Ended March 31, 1998 and
1997 and Cumulative from May 1, 1995 ..................... 5
Condensed Consolidated Statements of Stockholders'
Deficit (Unaudited)- For the period January 1, 1997
through March 31, 1998 ................................... 6
Notes to Condensed Consolidated Financial
Statements (Unaudited)- Three Months Ended March
31,1998 and 1997 and Cumulative from May 1, 1995 ......... 7
Item 2. Management's Discussion and Analysis or Plan of Operation ..... 11
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K .............................. 13
SIGNATURES ............................................................. 14
2
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
AMERICAN SPORTS HISTORY INCORPORATED AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED) (AUDITED)
March 31,1998 December 31,1997
ASSETS --------------- -----------------
Current Assets:
Cash $32 $7
----------------------------------
Total Current Assets 32 7
Other Assets:
Deposit (Note 4) 30,000 30,000
Trade Name 5,000 5,000
Deferred Charges 4,937
----------------------------------
Total Other Assets 39,937 35,000
----------------------------------
TOTAL ASSETS $39,969 $35,007
==================================
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts Payable and Accrued expenses $291,980 $296,055
Due to Officer 359,419 324,299
Liability from Settlement of Lawsuit
(Note 5) 122,500 122,500
Loan from Stockholder (Note 3) 91,287 83,376
Notes Payable (Note 3) 23,400 23,400
Liability from Sale of Common Stock
subsequently rescinded 22,260 22,260
Income Taxes Payable resulting from
Discontinued Operations 32,000 32,000
----------------------------------
Total Current Liabilities 942,846 903,890
Stockholders' Deficit (Notes 2 and 6)
Common Stock $.01 par value; authorized
25,000,000 shares issued and outstanding-
6,645,826 shares at March 31, 1998 and
2,770,826 shares at December 31, 1997 66,458 27,708
Additional Paid-In Capital 1,260,263 1,260,263
Deficit (Deficit of $2,145,201 accumulated
since May 1, 1995) (2,229,598) (2,156,854)
----------------------------------
Total Stockholders Deficit (902,877) (868,883)
----------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $39,969 $35,007
==================================
See Notes To Condensed Consolidated Financial Statements.
3
<PAGE>
AMERICAN SPORTS HISTORY INCORPORATED AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 1998 AND 1997
AND CUMULATIVE FROM MAY 1, 1995
Cumulative
from May 1,
1998 1997 1995
-------------- -------------- -------------
REVENUE $ $ $ 468
-----------------------------------------------
EXPENSES
General and administrative 65,431 59,460 1,473,025
Lawsuit Settlement 122,500
Consulting and promotion fees 2,313 464,288
Write-off of advances for
terminated acquistion 80,856
Acquisition Expense 5,000 5,000
-----------------------------------------------
Total Expenses 72,744 59,460 2,145,669
-----------------------------------------------
-----------------------------------------------
NET LOSS ($72,744) ($59,460) ($2,145,201)
===============================================
NET LOSS PER COMMON SHARE ($0.01) ($0.04)
===============================
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 5,529,159 1,395,826
===============================
See Notes to Condensed Consolidated Financial Statements.
4
<PAGE>
AMERICAN SPORTS HISTORY INCORPORATED AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
AND CUMULATIVE FROM MAY 1, 1995
Cumulative
from May 1,
1998 1997 1995
--------- ----------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Loss from continuing operations ($72,744) ($59,460) ($2,145,201)
Adjustments to reconcile loss from
continuing operations to net cash
provided by (used in) operating
activities:
Write-off of Prepaid Royalty 137,500
Common stock issued for services 33,750 574,258
Changes in operating assets and
liabilities:
Prepaid taxes 3,442
(Increase) in Other assets (4,937) (9,937)
Increase in Due to Officer 35,120 53,000 359,419
Liability from Settlement of
Lawsuit 122,500
Increase (Decrease)in Accounts
payable and accrued expenses (4,075) (4,183) 242,140
---------------------------------------
Net cash (used in) continuing operations (12,886) (10,643) (715,879)
---------------------------------------
Net cash (used in) operating activities (12,886) (10,643) (715,879)
---------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Common stock issued for acquisition
of subsidiary 5,000 5,000
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of notes 23,400
Increase in Loan from stockholder 7,911 10,643 91,287
Sale of common stock 573,964
Liability from sales of common stock
rescinded 22,260
---------------------------------------
Net cash provided by financing
activities 7,911 10,643 710,911
---------------------------------------
NET INCREASE IN CASH 25 0 32
---------------------------------------
CASH-Beginning of period 7 8
---------------------------------------
CASH-End of period $32 $8 $32
=======================================
See Notes to Condensed Consolidated Financial Statements.
5
<PAGE>
<TABLE>
<CAPTION>
AMERICAN SPORTS HISTORY INCORPORATED AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
YEAR ENDED DECEMBER 31, 1997 AND (UNAUDITED) THREE MONTHS ENDED MARCH 31, 1998
Average
Price Common Stock Additional Accumulated
Dates Per Share Shares Amount Paid-in Capital Deficit
-------------- --------- ------------- -------- --------------- ----------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, December 31, 1996 13,958,262 $13,958 $1,216,514 ($1,785,450)
Effect of 1 for 10 reverse stock split 5/15/97 (12,562,436)
Shares issued for services 1/97-12/97 $0.04 1,375,000 13,750 43,749
Net Loss for the year ended
December 31, 1997 (371,404)
Shares issued for services 1/5/98-2/28/98 $0.01 3,375,000 33,750
Shares issued for Acquisition of Subsidiary 1/14/98 $0.01 500,000 5,000
Net loss for the three months ended
March 31, 1998 (72,744)
-----------------------------------------------------
Balance March 31, 1998 6,645,826 $66,458 $1,260,263 ($2,229,598)
=====================================================
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
6
<PAGE>
AMERICAN SPORTS HISTORY INCORPORATED AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 30, 1998 AND 1997
AND CUMULATIVE FROM MAY 1, 1995
1. ORGANIZATION AND BASIS OF PRESENTATION
Organization- The Company was incorporated in the State of Nevada on
August 9, 1990 as National Logistics, Inc. National Logistics, Inc.
changed its name to Fans Holdings, Inc. on June 30, 1995, and
subsequently to American Sports History Incorporated ("ASH") on September
20, 1995. On August 21, 1995, ASH acquired 100% of the capital stock of
Infinet, Inc. ("Infinet"). On January 14, 1998, the Company acquired
100% of the capital stock of Sunset Interactive Network Inc., a Michigan
corporation (SIN). As used in this document, the "Company " refers to
ASH and its subsidiaries, Infinet and SIN unless the context indicates
otherwise.
Basis of Presentation- For accounting purposes, the acquisition of
Infinet by ASH was treated as a recapitalization of Infinet, with
Infinet as the acquirer (reverse acquisition). ASH had no assets or
operations prior to May 1995. The historical financial statements prior
to August 21, 1995 were those of Infinet. The business of Infinet has
historically been investing and consulting, but in conjunction with its
acquisition by ASH, the Company focused on the business of publishing a
variety of nostalgic sports magazines effective May 1, 1995. Accordingly,
the historical operations of Infinet were classified as discontinued
operations.
On January 14, 1998, the Company entered into an agreement with Sunset
Interactive Network, Inc. (SIN), a newly formed Michigan corporation, to
purchase 100% of the common stock of SIN for the issuance of 500,000
shares of ASH's common stock to SIN's president. Since SIN had no assets
or operations, the cost of acquiring SIN was charged to operations during
the three month period ended March 31, 1998.
The president, Peter Klamka, will continue in the same capacity at SIN,
as well as be a board member of ASH.
SIN is registered as an interactive media company whose objective is to
provide entertainment information through the World Wide Web by utilizing
recognized celebrity names. Operations for SIN have not yet commenced
and start-up funding is solely dependent on successfully obtaining
outside sources of financing.
7
<PAGE>
Although the Company has incurred significant start-up costs, since
the Company has not generated any revenues from operations, the Company
is still considered to be in the development stage, and, therefore
cumulative results of operations and cash flows have been presented.
Net Loss per Common Share- In August 1995, the Company issued new shares
of common stock in consideration for the acquisition of Infinet, in a
transaction, which has been accounted for as a reverse acquisition.
Net loss per common share for the three months ended March 31,1998,
is calculated based on the weighted average number of common shares
outstanding. For comparative purposes, net loss per common share and the
weighted average number of outstanding common shares for the three month
period ended March 31, 1997, have been retroactively adjusted to reflect
the stock split.
The accompanying consolidated financial statements are unaudited but, in
the opinion of management of the Company, contain all adjustments
necessary to present fairly the financial position at March 31, 1998, the
results of operations for the three months ended March 31, 1998 and 1997
and cumulative from May 1, 1995, and the changes in cash flows for the
three months ended March 31, 1998 and 1997 and cumulative from May 1,
1995. These adjustments are of a normal recurring nature. The
consolidated balance sheet as of December 31, 1997 is derived from the
Company's audited financial statements. The accompanying consolidated
financial statements include the operations of ASH and its wholly-owned
subsidiaries, Infinet and SIN. Any significant intercompany accounts
and transactions have been eliminated in consolidation.
Certain information and footnote disclosures normally included in
financial statements that have been 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,
although management of the Company believes that the disclosures
contained in these financial statements are adequate to make the
information presented therein not misleading. For further information,
refer to the consolidated financial statements and notes thereto included
in the Company's Annual Report on Form 10-KSB for the year ended December
31, 1997, as filed with the Securities and Exchange Commission.
The results of operations for the three months ended March 31, 1998 are
not necessarily indicative of the results of operations to be expected
for the full year ending December 31, 1998.
2. GOING CONCERN
The accompanying financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and
satisfaction of liabilities in the normal course of business. The
financial statements do not include any adjustments relating to the
recoverability of the recorded assets or the classification of the
liabilities that might be necessary should the Company be unable to
continue as a going concern.
8
<PAGE>
The Company incurred a net loss of $371,404 for the year ended December
31, 1997, resulting in an accumulated deficit of $2,156,854 and a
stockholders' deficit of $868,883 at December 31, 1997. For the three
months ended March 31, 1998, the Company incurred a net loss of $72,744
resulting in an accumulated deficit of $2,229,598 and stockholders'
deficit of $902,877 at March 31, 1998.
Management of the Company has a business plan summarizing its strategy
through December 1999. Under this plan, approximately $5,000,000 will be
required to pay off current debt and implement its business plan of
publishing an on-line nostalgic sports magazine and entering the
entertainment industry through the internet. The Company is currently
negotiating with several independent parties regarding certain potential
contracts that will help achieve the promotion of its magazine. The
intention is to raise capital through the sale of its equity securities
and/or to seek outside private sources of financing. There can be no
assurances that the Company will be successful in its attempts to raise
sufficient capital essential to its survival. To the extent the Company
is unable to raise the necessary operating capital, it will not be able
to implement its business plan, and it will become necessary to curtail
or cease operations. Additionally, even if the Company does raise
sufficient operating capital, there can be no assurances that the net
proceeds will be sufficient enough to enable it to develop its business
to a level where it will generate profits and cash flows from operations.
3. TRANSACTIONS WITH RELATED PARTIES
LOAN FROM STOCKHOLDER/NOTES PAYABLE- Loan from stockholder reflects
advances made to and expenses paid on behalf of the Company by a
stockholder related to the Chief Executive Officer of the Company.
Proceeds from issuance of notes represents direct loans made to the
Company by stockholders. The loans and notes are due on demand. The notes
bear interest at 10% per annum. Interest expense for the three month
period ended March 31, 1998 was $1,986.
4. ACQUISITION OF OTHER ASSETS
Deposits- On January 30, 1996, the Company issued 120,000 shares of its
restricted common stock for the acquisition of a film library consisting
of 16 hours of sports footage film and license rights to use 36 hours of
footage from the Historical Footage film library (not related to sports).
As stipulated in the contract, the Company also agreed to issue up to an
additional 120,000 shares of common stock in the event that the initial
120,000 shares were not sufficient to generate $600,000 of proceeds to
the seller. The Company valued the 120,000 shares of common stock issued
at estimated fair value of $.25 per share, and recorded the aggregate
value of such shares of $30,000 as a deposit for the film library during
the year ended December 31, 1996. As of March 31, 1998, no additional
shares of stock were issued.
9
<PAGE>
The Company is attempting to negotiate a revision of the original contract
terms with the owner of the film library. No conclusion has yet been reached.
5. LIABILITY FROM SETTLEMENT OF LAWSUIT / COMMITMENTS AND CONTINGENCIES
Legal Proceedings- On June 30, 1996 a default judgment was entered
against Infinet Inc., the wholly-owned subsidiary of American Sports
History Inc. and certain of the Company's principal stockholders by a
former affiliated party of Infinet Inc., alleging breach of contractual
commitments and other matters.
Effective October 14, 1997, on behalf of himself and the Company, Mr.
Nerlino, CEO of the Company, signed a proposed settlement agreement
whereby the Company is obligated to pay the plaintiff $100,000 without
interest, to be paid over three years commencing on the effective date of
the agreement. In addition, the Company is obligated to issue the
plaintiff 225,000 shares of its common stock within 30 days of the
effective date of the agreement. The settlelment will be secured by a
security interest in the assets of the Company. In the opinion of
counsel, the agreement is binding on both the Company and Mr. Nerlino as
its President and CEO.
As of March 31, 1998, the Company had not yet paid any of its obligation,
and as such, is in default under the terms of the agreement. Counsel for
the Company has contacted the plaintiff and his attorney and is currently
in the process of attempting to renegotiate certain terms of the
settlement agreement. However, if this attempt is unsuccessful and should
any legal action be initiated against the Company due to its defaulting,
the Company will vigorously defend itself. The proposed liability was
charged to operations for the year ended December 31, 1997, and
classified as a current liabilty.
On June 25, 1998, Legal counsel for the Company was issued the 225,000
shares of the Company's common stock to be held for the benefit of the
plaintiff, and has been instructed by the Company to release such stock
to the plaintiff upon resolution of this matter.
On August 2, 1996, the Company became a defendant in a case involving one
of its current stockholders. The plaintiff is seeking a refund of
approximately $200,000, the original amount invested in the Company's
common stock. Trial is set for November 1998. Management and legal
counsel for the Company believe the case has no merit.
6. COMMON STOCK
On May 15, 1997, the Board of Directors of the Company authorized a 1 for
10 reverse stock split upon unanimous approval by its stockholders. As of
that date, the total number of common shares issued and outstanding was
reduced from 13,958,262 (no stock was issued by the Company between
December 31, 1996 and May 15, 1997) to 1,395,826, and related par value
10
<PAGE>
was increased to .01 cents per common share from .001 cents per common
share.
During the three months ended March 31, 1998, the Company issued
3,875,000 shares of its common stock, of which 500,000 shares valued at
$5,000 were issued for the purchase of SIN. Of the remaining 3,375,000
shares, 2,000,000 shares valued at $20,000 were issued to the Company's
Chief Executive Officer as partial payment (stock in lieu of cash) under
his employment contract with the Company, and 1,375,000 shares valued at
$13,750 were issued to outside consultants, contractors and legal
advisors for services rendered or to be rendered.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Overview:
Effective August 21, 1995, ASH acquired Infinet. For accounting
purposes, the acquisition of Infinet by ASH was treated as a recapitali-
zation of Infinet, with Infinet as the acquirer (reverse acquisition)
The historical financial statements prior to August 21, 1995 are those of
Infinet. The business of Infinet has historically been investing and
consulting, but in conjunction with its acquisition by ASH, the Company
commenced efforts to publish a variety of nostalgic sports magazines. On
January 14, 1998, the company acquired 100% of the capital stock of
Sunset Interactive Network Inc. (SIN), a Michigan corporation. SIN had
no assets or operations. SIN, is registered as an interactive media
company whose objective is to provide information through the World Wide
Web. It is the intention of management to establish a website through
SIN.
Although the Company has incurred significant start-up costs, since the
Company has not yet generated any revenues from operations, the Company
is still considered to be in the development stages.
Statements of Operations:
Three Months Ended March 31, 1998 and 1997-
For the three month periods ended March 31, 1998 and 1997, general and
administrative expenses were $65,431 and $59,460 respectively, and
consisted primarily of the accrual of the Company's Chief Executive
Officer's salary and related benefits.
11
<PAGE>
During the three months ended March 31, 1998 and 1997, the Company had
net losses of $72,744 and $59,460, respectively. Interest expense for the
three month periods ended March 31, 1998 and 1997 respectively, was
$1,986 and $585.
Financial Condition-March 31,1998:
Liquidity and Capital Resources-
Management of the Company has a business plan summarizing its strategy
through December 1999. Under this plan, approximately $5,000,000 will be
required to pay off current debt and implement its business plan of
publishing an on-line nostalgic sports magazine and entering the
entertainment industry through the internet. The Company is currently
negotiating with several independent parties regarding certain contracts
that will help achieve the promotion of its magazine. The intention is
to raise capital through the sale of its equity securities and/or to seek
outside private sources of financing. There can be no assurances that
the Company will be successful in its attempts to raise the necessary
capital essential to its survival. To the extent the Company is unable
to raise the necessary operating capital, it will not be able to
implement its business plan, and it will become necessary to curtail or
cease operations. Additionally, even if the Company does raise
sufficient operating capital, there can be no assurances that the net
proceeds will be enough to enable it to develop its business to a level
where it will generate profits and cash flows from operations.
Management of the Company believes that it will be able to sustain
limited operations during the year ending December 31, 1998, with the
cash resources generated by the continuing sale of small amounts of
common stock, and through management's ability to control discretionary
expenditures. Except for the Company's employment agreement with its
Chief Executive Officer, the Company has no other fixed expenses. The
Company intends to defer the cash payment of compensation to the officer
until such time as the Company has adequate working capital and/or cash
flow. To the extent possible, the Company intends to continue to issue
shares of its common stock to its officer and consultants for services
rendered, in order to conserve working capital.
12
<PAGE>
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit
Number Description
------- ------------
1 Purchase Agreement between American Sports History
Incorporated and Sunset Interactive Network, Inc. dated
January 14, 1998. Previously filed as Exhibit 1 to the
Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1997, and incorporated herein by reference
thereto.
10.1 Purchase Agreement between American Sports History
Incorporated and Vernon Nobles dated February 2, 1996,
Previously filed as Exhibit 10.2 to the Company's Annual
Report on Form 10-KSB for the fiscal year ended December 31,
1995, and incorporated herein by reference thereto.
27 Financial Data Schedule (electronic filing only)
(b) Reports of Form 8-K
Three Months Ended March 31, 1998-None
13
<PAGE>
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.
AMERICAN SPORTS HISTORY INCORPORATED
------------------------------------
(Registrant)
Date: September 28, 1998 By: /s/ VINCENT M. NERLINO
--------------------------
Vincent M. Nerlino
President, CEO
(Duly authorized officer and
principal financial officer)
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S CONDENSED CONSOLIDATED FINANCIAL STATEMENTS INCLUDED IN THE COMPANY'S
QUARTERLY REPORT ON FORM 10-QSB FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 32
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 32
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 39,969
<CURRENT-LIABILITIES> 942,846
<BONDS> 0
0
0
<COMMON> 66,458
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 39,969
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,986
<INCOME-PRETAX> (72,744)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (72,744)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> (.01)
</TABLE>
