UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
To
FORM 10-QSB/A
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
For the Quarter Ended September 30, 1999
[ ] Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Commission File Number 0-21441
MEDISYS TECHNOLOGIES, INC.
(Exact name of small business issuer as specified in its charter)
Utah 72-1216734
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
144 Napoleon Street, Baton Rouge, Louisiana, 70802
(address of principal executive officers)
Issuer's telephone number: (225) 343-8024
9624 Brookline Avenue, Baton Rouge, Louisiana, 70809
(former address of principal executive officers)
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 [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the
issuers classes of common equity, as of the latest practicable
date:
Class Outstanding as of September 30, 1999
Common Stock, 36,396,290
Par Value $0.0005 per value
Transitional Small Business Disclosure Format (check one):
Yes [ ]; No [ X ]
MEDISYS TECHNOLOGIES, INC.
TABLE OF CONTENTS
Page
PART I
Item 1. Financial Statements . . . . . . . . . . . . . . . . 3
Item 2. Management's Discussion and Analysis or Plan
of Operation . . . . . . . . . . . . . . . . . . . . 11
PART II
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . 15
Item 2. Changes in Securities and Use of Proceeds. . . . . . 15
Item 3. Defaults Upon Senior Securities. . . . . . . . . . . 16
Item 4. Submissions of Matters to a Vote of Security
Holders. . . . . . . . . 16
Item 5. Other Information. . . . . . . . . . . . . . . . . . 16
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . 16
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . 17
PART I
Item 1. Financial Statements
The following unaudited Financial Statements for the period
ended September 30, 1999, have been prepared by the Company.
Medisys Technologies, Inc.
Consolidated Financial Statements
September 30, 1999 and December 31, 1998
MEDISYS TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
ASSETS
September 30, December 31,
1999 1998
CURRENT ASSETS (Unaudited)
Cash $ 708 $ 75,483
Accounts receivable, net 473,830 294,949
Due from related party 9,549 18,546
Inventory 447,422 432,706
Prepaid expenses 21,328 25,658
Total Current Assets 952,837 847,342
FIXED ASSETS
Buildings 398,358 -
Computers and equipment 73,341 72,061
Machinery and equipment 301,087 293,850
Leasehold improvements 65,445 65,445
Furniture and equipment 46,120 49,249
Vehicles 19,915 19,915
Accumulated depreciation (268,319) (226,970)
Total Fixed Assets 635,947 273,550
OTHER ASSETS
Security deposits 45,039 41,765
Patent and trademark costs, net 498,692 462,069
Total Other Assets 543,731 503,834
TOTAL ASSETS $ 2,132,515 $ 1,624,726
MEDISYS TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Balance Sheets (Continued)
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
September 30, December 31,
1999 1998
(Unaudited)
CURRENT LIABILITIES
Cash overdraft $ 92,036 $ -
Accounts payable 941,175 591,688
Accrued expenses 281,651 95,819
Customer deposits - 116,200
Payable - shareholders 175,388 111,817
Notes payable, current portion 61,972 46,622
Line of credit 250,000 250,000
Notes payable - shareholders 30,222 30,222
Debentures payable - related parties 290,000 395,000
Total Current Liabilities 2,122,444 1,637,368
LONG-TERM DEBT
Notes payable 319,830 70,750
Total Long-Term Debt 319,830 70,750
TOTAL LIABILITIES 2,442,274 1,708,118
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock: 100,000,000 shares authorized
of $0.0005 par value, 36,396,290 and 34,009,757
shares issued and outstanding, respectively 18,198 17,004
Additional paid-in capital 8,749,840 8,122,813
Stock subscriptions receivable (175,000) (175,000)
Accumulated deficit (8,902,797) (8,048,209)
Total Stockholders' Equity (Deficit) (309,759) (83,392)
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 2,132,515 $ 1,624,726
MEDISYS TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
For the For the
Three Months Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
REVENUES $ 703,622 $ 975 $ 2,232,778 $ 24,350
COST OF GOODS SOLD 474,891 - 1,513,707 5,332
GROSS MARGIN 228,731 975 719,071 19,018
OPERATING EXPENSES
Product research and development 33,750 5,826 110,150 85,451
Depreciation and amortization 13,456 4,268 41,672 12,182
Selling, general and
administrative 461,681 168,748 1,193,545 507,724
Total Operating Expenses 508,887 178,842 1,345,367 605,357
OPERATING LOSS (280,156) (177,867) (626,296) (586,339)
OTHER INCOME (EXPENSES)
Other income 4,528 - 4,780 -
Interest expense (188,441) (725) (233,072) (2,593)
Total Other Income (Expenses) (183,913) (725) (228,292) (2,593)
LOSS BEFORE INCOME TAXES (464,069) (178,592) (854,588) (588,932)
INCOME TAXES - - - -
NET LOSS $ (464,069) $(178,592) $ (854,588) $ (588,932)
BASIC LOSS PER SHARE OF
COMMON STOCK $ (0.01) $ (0.01) $ (0.02) $ 90.05)
FULLY DILUTED LOSS PER
SHARE $ (0.01) $ (0.01) $ (0.02) $ (0.05)
MEDISYS TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity (Deficit)
Additional Stock
Common Stock Paid-In Subscription Accumulated
Shares Amount Capital Receivable Deficit
Balance, December 31, 1997 13,120,810 $ 6,560 $6,373,102 $(175,000) $(6,795,708)
Common stock issued to
acquire Phillips
Pharmatech Labs, Inc 15,602,147 7,801 25,687 - -
Common stock issued in
satisfaction of accrued
wages and accounts
payables 2,448,767 1,224 978,284 - -
Common stock issued for
services rendered 881,255 441 307,843 - -
Common stock issued for
cash at $0.25 per share 546,666 273 169,727 - -
Common stock issued for
interest expense 760,112 380 268,495 - -
Additional common stock
issued for cash received
in prior year 650,000 325 (325) - -
Net loss for the year ended
December 31, 1998 - - - - (1,252,501)
Balance, December 31, 1998 34,009,757 17,004 8,122,813 (175,000) (8,048,209)
Common stock issued for
services rendered at
$0.24 per share
(unaudited) 714,049 357 171,864 - -
Common stock issued for
accrued wages at $0.28 per
share (unaudited) 324,477 162 89,838 - -
Common stock issued for
interest expense at $0.29
per share (unaudited) 684,118 342 197,658 - -
Issuance of common stock from
exercise of common stock
warrants at $1.125 per share
(unaudited) 8,889 5 9,995 - -
Common stock issued for cash
at $0.22 per share
(unaudited) 195,000 98 42,902 - -
Common stock issued to
convert debentures at $0.25
per share (unaudited) 460,000 230 114,770 - -
Net loss for the nine months
ended September 30,1999
(unaudited) - - - - (854,588)
Balance, September 30, 1999
(unaudited) 36,396,290 $18,198 $8,749,840 $(175,000) $(8,902,797)
MEDISYS TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
For the For the
Three Months Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(464,069) $(178,592) $(854,588) $(588,932)
Adjustments to reconcile net income
to net cash provided (used) by
operating activities:
Common stock issued for services
and interest 269,935 - 370,221 -
Depreciation and amortization 13,456 4,268 41,672 12,182
Changes in operating assets and
liabilities:
(Increase) decrease in accounts
receivable (72,835) 1,358 (178,881) 9,489
(Increase) decrease in due from
related party (6,692) - 8,997 -
(Increase) decrease in inventory 12,630 - (14,716) 14,873
(Increase) decrease in prepaid
expenses 1,961 - 4,330 -
(Increase) decrease in deposits 726 - (3,274) -
Increase (decrease) in cash overdraft 8,423 - 92,036 -
Increase (decrease) in accounts
payable 151,469 56,652 349,487 33,601
Increase (decrease) in accrued
expenses 87,878 105,513 275,832 332,340
Increase (decrease) in due to
related party (25,000) - - -
Increase (decrease) in customer
deposits - - (116,200) -
Net Cash (Used) by Operating
Activities (22,118) (10,801) (25,084) (186,447)
CASH FLOWS FROM INVESTING ACTIVITIES
Sale of equipment - 76 - 76
Increase in patent costs (7,275) (54,686) (37,589) (58,247)
Purchase of fixed assets (1,031) - (103,853) -
Net Cash (Used) by Investing
Activities (8,306) (54,610) (141,442) (58,171)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings from shareholders 36,754 35,000 73,571 262,000
Payment on notes payable (5,622) (2,100) (34,820) (11,070)
Issuance of common stock - - 53,000 -
Net Cash Provided by Financing
Activities $ 31,132 $ 32,900 $ 91,751 $ 250,930
MEDISYS TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Continued)
(Unaudited)
For the For the
Three Months Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
NET INCREASE (DECREASE) CASH AND
CASH EQUIVALENTS $ 708 $ (32,511) $ (74,775) $ 6,312
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD - 41,001 75,483 2,178
CASH AND CASH EQUIVALENTS AT END
OF PERIOD $ 708 $ 8,490 $ 708 $ 8,490
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION
CASH PAID FOR
Income taxes $ - $ - $ - $ -
Interest $ 19,444 $ 725 $ 34,023 $ 6,427
NON-CASH FINANCING ACTIVITIES
Stock issued for services and
interest expense $269,935 $ - $ 370,221 $ -
Stock issued for accrued wages $ - $ - $ 90,000 $ -
Stock issued for debt $ - $ - $ - $ 19,253
Warrants issued for debt $ - $ - $ - $ 19,871
Note payable issued for building $ - $ - $ 398,358 $ -
MEDISYS TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
September 30, 1999 and December 31, 1998
NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying consolidated financial statements have
been prepared by the Company without audit. In the opinion
of management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the
financial position, results of operations and cash flows at
September 30, 1999 and 1998 and for all periods presented
have been made.
Certain information and footnote disclosures normally
included in consolidated financial statements prepared in
accordance with generally accepted accounting principles
have been condensed or omitted. It is suggested that these
condensed consolidated financial statements be read in
conjunction with the financial statements and notes thereto
included in the Company's December 31, 1998 audited
consolidated financial statements. The results of
operations for periods ended September 30, 1999 and 1998
are not necessarily indicative of the operating results for
the full years.
NOTE 2 - GOING CONCERN
The Company's consolidated financial statements have been
prepared using generally accepted accounting principles
applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the
normal course of business. The Company has incurred
significant losses since inception, relating to its research
and development efforts and has had no significant operating
revenues until the acquisition of Phillips in December 1998.
In prior periods, the Company has had substantial working
capital and stockholders' equity deficits. In 1998, the
Company was able to raise working capital through the private
placement of its common stock. However, cash flow projections
show that the Company's reserves are not adequate to cover its
needs for the expansion of its research and development
projects in 1999. It is unlikely that the Company can
complete these research and development projects without
additional funds. In the past, the Company has been able to
generate sufficient capital to cover its operating needs and
plans to raise additional capital through a private placement
or a public offering of its common stock or through additional
mergers and acquisitions. The Company also expects to
generate additional revenue from increased product sales
including the products of Phillips.
Item 2. Management's Discussion and Analysis or Plan of Operation
Results of Operations
Revenues for Medisys Technologies, Inc. (the "Company") for
the three month period ("third quarter") and nine month period
("first nine months") ended September 30, 1999 increased to
$703,622 and $2,232,778, respectively, compared to $975 and $24,350
for the corresponding 1998 periods. Revenues during the 1998
periods were primarily generated by Phillips Pharmatec Labs, Inc.
("Phillips"), the Company's recently acquired subsidiary. Cost of
goods sold rose to $474,891 and $1,513,707 for the third quarter
and first nine months of 1999, respectively, compared to $-0- and
$5,332 for the corresponding 1998 periods. Cost of goods sold for
both the third quarter and first nine months of 1999 equaled 68% of
revenues, resulting in a gross margin of 32% for both periods.
Total operating expenses increased to $508,887 and $1,345,367
for the third quarter and first nine months of 1999, respectively,
compared with $178,842 and $605,357 for the same 1998 periods.
These increases are primarily attributed to the increase in general
and administrative costs for the third quarter and first nine
months of 1999 174% (to $461,681) and 135% (to $1,193,545),
respectively. These results also reflect increased activities due
to the acquisition of Phillips.
Additionally, product research and development costs for the
third quarter of 1999 increased 479% to $33,750 and increased 29%
to $110,150 for the first nine months of 1999, due to increased
focus on commercialization of the Company's safety products. Also,
interest expense increased significantly to $188,441 for the third
quarter and $228,292 for the first nine months of 1999, compared to
$725 and $2,593 for the same 1998 periods. This increase is
attributed to shares of common stock being issued in as payment of
interest expense.
The net loss for the third quarter and first nine months of
1999 increased to $464,069 and $854,588, respectively, from
$178,592 and $588,932 for the corresponding 1998 periods. The
increases in net loss reflects the first nine months of operations
following the Company's acquisition of Phillips Pharmatec Labs,
Inc. ("Phillips") and the accompanying increases in operating
expenses.
Liquidity and Capital Resources
Historically, the Company's working capital needs have been
satisfied primarily through its financing activities, including
private loans and raising capital through the sale of securities.
Working capital at September 30, 1999 was a negative $1,169,607
compared to a negative $790,026 at December 31, 1998. This 48%
decrease in working capital is primarily attributed to the $92,036
cash overdraft at September 30, 1999, and increases during the
period in accounts payable (59%), accrued expenses (194%), and
shareholder payables (57%). These results were partially offset by
the 27% reduction in a debenture payable to a related party and the
61% increase in accounts receivable. The decrease in debentures
payable resulted from the conversion of $105,000 of debt into
460,000 shares of the Company's common stock during the first
quarter of 1999.
Net cash used by operating activities for the third quarter
and first nine months of 1999 was $22,118 and $25,084,
respectively, compared to net cash used of $10,801 and
$186,447 for the comparable 1998 periods. These results are
primarily due to the increase in net loss for the 1999 periods,
increases in accounts payable and accrued expenses, and the payment
of services and interest with shares of the Company's common stock.
Net cash used by investing activities was $8,306 and $141,442
for the third quarter and first nine months of 1999, respectively,
compared to net cash used of $54,610 and $58,171 for the
corresponding 1998 periods. These results are primarily due to the
purchase of fixed assets in 1999. Net cash provided by financing
activities during the third quarter and first nine months of 1999
was $31,132 and $91,751, respectively, compared to $32,900 and
$250,930 for the comparable 1998 periods. These results are due
primarily to the decrease from the significant borrowing from
stockholders during 1998.
The Company is currently technically in default on three notes
payable to various individuals totaling $30,222. One of the three
notes calls for monthly payments of $500 which the Company
continues to pay. One of the two notes is currently in
negotiations and the other note holder has not demanded repayment.
The Company continues to accrue interest on all outstanding notes
payable.
At September 30, 1999 the Company had total assets of
$2,132,515 and stockholders' deficit of $309,759. In comparison,
at December 31, 1998 the Company had total assets of $1,624,726 and
total stockholders' deficit of $83,392.
Management believes that the Company has sufficient capital
resources and commitments to fund anticipated operations through
the end of 1999. The acquisition of Phillips Pharmatec has
improved the Company's financial status. Phillips basically funds
itself through operations and management estimates that its
current level of operations require approximately $50,000 in
additional operating capital per month in cash based upon average
monthly cash flows during the third quarter of 1999. Unless the
Company is able to substantially increase current sales of its
products during early 2000, or is able to raise funds from the sale
of corporate debt or equity securities, the Company may encounter
a cash flow shortage during the second quarter of 2000. The
Company intends to seek additional equity or debt capital through
private sources and/or a public offering, although there can be no
assurance that the Company could successfully complete any such
offering. As of the date hereof, the Company has entered into an
agreement for raising capital from a private source in the amount
of $1,000,000. The Company has receive a promissory note for that
amount and has issued shares of its common stock.
If sales revenue from the Company's products under development
are not adequate to fund the Company's future operations and it is
unable to secure adequate financing from the sales of its
securities or from private lenders, the Company could experience
additional losses which could curtail the Company's operations or
postpone product development and expansion plans. The continuation
as a going concern is directly dependent upon the success of its
future operations and ability to obtain additional financing.
Net Operating Loss
The Company has accumulated approximately $8,048,209 of net
operating loss carryforwards as of December 31, 1999, which may be
offset against taxable income and income taxes in future years.
The use of these losses to reduce future income taxes will depend
on the generation of sufficient taxable income prior to the
expiration of the net operating loss carryforwards. The
carry-forwards expire in the year 2014. In the event of certain
changes in control of the Company, there will be an annual
limitation on the amount of net operating loss carryforwards which
can be used. No tax benefit has been reported in the financial
statements for the year ended December 31, 1998 or nine month
period ended September 30, 1999 because there is a 50% or greater
chance that the carryforward will not be used. Accordingly, the
potential tax benefit of the loss carryforward is offset by a
valuation allowance of the same amount.
Inflation
In the opinion of management, inflation has not had a material
effect on the operations of the Company.
Recent Developments
In March of 1999, Medisys signed a letter of intent to acquire
Health Care Direct Services, Inc. and affiliates. Management
believed that the acquisition might add revenue to the Company and
give it additional marketing capability. However, negotiations
were subsequently discontinued and the prospective acquisition was
terminated.
Year 2000
Year 2000 issues may arise if computer programs have been
written using two digits (rather than four) to define the
applicable year. In such case, programs that have time-sensitive
logic may recognize a date using "00" as the year 1900 rather than
the year 2000, which could result in miscalculations or system
failures.
The Company has completed its assessment of the Year 2000
issue and believes that any costs of addressing the issue will not
have a material adverse impact on the Company's financial position.
The Company believes that its existing accounting computer systems
and software will not need to be upgraded to mitigate the Year 2000
issues. The Company has not incurred any costs associated with its
assessment of the Year 2000 problem. In the event that Year 2000
issues impact the Company's accounting operations and other
operations aided by its computer system, the Company believes, as
part of a contingency plan, that it has adequate personnel to
perform those functions manually until such time that any Year 2000
issues are resolved.
The Company believes that third parties with whom it has
material relationships will not materially be affected by the Year
2000 issues as those third parties are relatively small entities
which do not rely heavily on information technology ("IT") systems
and non-IT systems for their operations. However, if the Company
and third parties upon which it relies are unable to address any
Year 2000 issues in a timely manner, it could result in a material
financial risk to the Company, including loss of revenue and
substantial unanticipated costs. Accordingly, the Company plans to
devote all resources required to resolve any significant Year 2000
issues in a timely manner.
Risk Factors and Cautionary Statements
Forward-looking statements in this report are made pursuant to
the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. The Company wishes to advise readers that
actual results may differ substantially from such forward-looking
statements. Forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially
from those expressed in or implied by the statements, including,
but not limited to, the following: the ability of the Company to
secure additional financing, the development of the Company's
existing and new products, the potential market for the Company's
products, competitive factors, and other risks detailed in the
Company's periodic report filings with the Securities and Exchange
Commission.
PART II
Item 1. Legal Proceedings
The Company is not a party to any material pending legal
proceedings and no such action by, or to the best of its knowledge,
against the Company has been threatened.
Item 2. Changes in Securities and Use of Proceeds
During the three month period ended September 30, 1999, the
Company issued an aggregate of 1,091,472 shares of authorized, but
previously unissued common stock. Of this amount, 600,000 shares
were issued for interest expense valued at $.29 per share, and
491,472 shares were in payment of certain contractual services
rendered to the Company, valued at $.24 per share
The above issuances of shares were made in private
transactions to persons possessing knowledge of the Company and
its business operations. Accordingly, the Company relied upon the
exemption from registration under the Securities Act of 1933, as
amended (the "Act"), provided by Section 4(2) of the Act.
Item 3. Defaults Upon Senior Securities
This Item is not applicable to the Company.
Item 4. Submissions of Matters to a Vote of Security Holders
This Item is not applicable to the Company.
Item 5. Other Information
This Item is not applicable to the Company.
Item 6. Exhibits and Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the
three month period ended September 30, 1999.
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.
MEDISYS TECHNOLOGIES, INC.
BY: /S/ Edward P. Sutherland
EDWARD P. SUTHERLAND
Chairman, Chief Executive
Officer, Treasurer and
Director
DATE: December 3, 1999
BY: /S/ Kerry Frey
KERRY FREY
President, Chief
Operating and
Director
DATE: December 3, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL
INFORMATION EXTRACTED FROM THE MEDISYS
TECHNOLOGIES, INC. FINANCIAL STATEMENTS FOR THE
PERIOD ENDED SEPTEMBER 30, 1999 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 708
<SECURITIES> 0
<RECEIVABLES> 473,830
<ALLOWANCES> 0
<INVENTORY> 447,422
<CURRENT-ASSETS> 952,837
<PP&E> 904,266
<DEPRECIATION> 268,319
<TOTAL-ASSETS> 2,132,515
<CURRENT-LIABILITIES> 2,122,444
<BONDS> 319,830
0
0
<COMMON> 18,198
<OTHER-SE> 8,749,840
<TOTAL-LIABILITY-AND-EQUITY> 2,132,515
<SALES> 2,232,778
<TOTAL-REVENUES> 2,232,778
<CGS> 1,513,707
<TOTAL-COSTS> 1,345,367
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 233,072
<INCOME-PRETAX> (854,588)
<INCOME-TAX> 0
<INCOME-CONTINUING> (854,588)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (854,588)
<EPS-BASIC> (.02)
<EPS-DILUTED> (.02)
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