HOLLIS EDEN PHARMACEUTICALS INC /DE/
10-Q, 1998-11-06
PHARMACEUTICAL PREPARATIONS
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<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-Q

(Mark one) 

[X]  Quarterly Report Under Section 13 or 15 (d) Of the Securities Exchange Act
     of 1934

                  For Quarterly Period Ended September 30, 1998

[ ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act 1934 for the period from ___________ to ___________.

                        HOLLIS-EDEN PHARMACEUTICALS, INC
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
                 (State or other jurisdiction of incorporation)

      000-24672                                          13-3697002
(Commission File No.)                       (I.R.S. Employer Identification No.)

                          9333 Genesee Ave., Suite 110
                           SAN DIEGO, CALIFORNIA 92121
              (Address of principal executive offices and zip code)

       Registrant's telephone number, including area code: (619) 587-9333


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                           YES  [X]           NO  [ ]

As of November 4, 1998 there were 8,571,014 shares of registrant's Common Stock,
$.01 par value, outstanding.

<PAGE>   2

                        HOLLIS-EDEN PHARMACEUTICALS, INC.
                                    Form 10-Q
                    FOR THE QUARTER ENDED SEPTEMBER 30, 1998

                                      INDEX


<TABLE>
<CAPTION>
                                                                                           PAGE
                                                                                           ----
<S>      <C>                                                                                <C>
PART I  FINANCIAL INFORMATION

ITEM 1   Financial Statements................................................................3

         Balance Sheet - September 30, 1998 and December 31, 1997............................3

         Statements of Operations for the Three-Month and Nine-Month Periods Ended
         September 30, 1997 and 1998 and Period from August 15, 1994 to 
         September 30, 1998..................................................................4

         Statements of Cash Flows for the Nine-Month Periods Ended September
         30, 1997 and 1998 and Period of August 15, 1994 to September 30,
         1998................................................................................5

         Notes To Financial Statements.......................................................6


ITEM 2    Management's Discussion and Analysis of Results of Operations and
          Financial Condition................................................................6


PART II  OTHER INFORMATION

ITEM 1    Legal Proceedings.................................................................10

ITEM 2    Changes in Securities.............................................................10


ITEM 3    Defaults Upon Senior Securities...................................................10


ITEM 4    Submission of Matters to a Vote of Security Holders...............................10


ITEM 5    Other Information.................................................................10


ITEM 6    Exhibits and Reports on Form 8-K..................................................10
</TABLE>

<PAGE>   3

PART I.        FINANCIAL INFORMATION

ITEM I.        FINANCIAL STATEMENTS

HOLLIS-EDEN PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
(UNAUDITED)

<TABLE>
<CAPTION>
                                                          SEPTEMBER 30,      DECEMBER 31,
                                                              1998              1997
                                                          ------------     ------------
<S>                                                       <C>              <C>         
ASSETS:
 Current Assets:
 Cash and cash equivalents .............................. $ 24,838,497     $  7,102,620
 Prepaid expenses .......................................      216,841           53,009
 Deposits ...............................................        9,163            9,163
 Other receivable - tax refund ..........................           --          105,436
 Other receivable from related party ....................       58,206           46,679
                                                          ------------     ------------
      Total current assets ..............................   25,122,707        7,316,907

 Property and equipment, net of accumulated
       depreciation of $22,074 and $6,602 ...............       91,435           82,941

 Other Assets:
    Loan receivable from related party ..................      203,912               -- 
                                                          ------------     ------------
      Total assets ...................................... $ 25,418,054     $  7,399,848
                                                          ============     ============

LIABILITIES AND STOCKHOLDERS' EQUITY:
 Current liabilities:
   Accounts payable and accrued expenses ................ $    215,729     $    128,631
   R & D fees payable to related party ..................           --          338,000
                                                          ------------     ------------
      Total liabilities .................................      215,729          466,631

 Commitments and contingencies

 Stockholders' equity:

   Preferred stock, $.01 par value, 10,000,000 shares
     authorized; 4,000 shares issued and outstanding ....           40               -- 
   Common stock, $.01 par value,
     30,000,000 shares authorized; 8,369,614 and
     6,772,023 shares issued and outstanding ............       83,696           67,720
   Paid-in capital ......................................   37,865,972       16,325,338
   Deferred compensation-stock options, net of
     accumulated amortization of $513,000 and $282,000 ..   (1,335,000)      (1,566,000)
   Deficit accumulated during development stage .........  (11,412,383)      (7,893,841)
                                                          ------------     ------------
      Total stockholders' equity ........................   25,202,325        6,933,217

      Total liabilities and stockholders' equity ........ $ 25,418,054     $  7,399,848
                                                          ============     ============
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                       3
<PAGE>   4

HOLLIS-EDEN PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                   Period from
                                                                                                    Inception
                                                                                                   (Aug.15,1994)
                                                                                                        to
                               3 months ended September 30,      9 months ended September 30,      September 30,
                                   1997             1998             1997             1998             1998
                               ------------     ------------     ------------     ------------     ------------
<S>                            <C>              <C>              <C>              <C>              <C>         
Operating expenses:
 Research and development .....$    109,378     $    737,543     $  3,006,319     $  1,922,076     $  7,224,472
 General and administrative ...     433,805          741,855        1,559,717        2,216,940        5,046,106
                               ------------     ------------     ------------     ------------     ------------

Total operating expenses ......     543,183        1,479,398        4,566,036        4,139,016       12,270,578

Other income (expense):
 Interest income ..............     100,844          327,389          188,649          622,200          907,744
 Interest expense .............           0                0             (199)          (1,726)         (49,549)
                               ------------     ------------     ------------     ------------     ------------
Total other income ............     100,844          327,389          188,450          620,474          858,195
                               ------------     ------------     ------------     ------------     ------------

Net loss ......................$   (442,339)    $ (1,152,009)    $ (4,377,586)    $ (3,518,542)    $(11,412,383)
                               ============     ============     ============     ============     ============

Net loss per share ............$      (0.07)    $      (0.14)    $      (0.73)    $      (0.46)

Weighted average number of
 common shares outstanding ....   6,702,613        8,358,625        6,020,778        7,623,927
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                       4
<PAGE>   5

HOLLIS-EDEN PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                        PERIOD FROM
                                                                                         INCEPTION
                                                                                       (AUG. 15, 1994)
                                                                                             TO
                                                       9 MONTHS ENDED SEPTEMBER 30,     SEPTEMBER 30,
                                                          1997             1998             1998
                                                      ------------     ------------     ------------
<S>                                                   <C>              <C>              <C>          
Cash flows from operating activities:
  Net loss .......................................    $ (4,377,586)    $ (3,518,542)    $(11,412,383)

  Adjustments to reconcile net loss to net
    cash used in operating activities:
      Depreciation ...............................           1,810           15,472           22,074
      Common stock issued as consideration
       for amendments to the license agreements ..              --               --           32,540
      Common stock issued as consideration
       for termination of a finance agreement ....              --               --           33,962
      Expense related to options and warrants
       issued as consideration to consultants ....           6,018          312,018          326,059
      Expense related to warrants issued to
       director for successful closure of merger .         570,000               --          570,000
      Deferred compensation expense related
       to options issued .........................         205,000          231,000          513,000
      Common stock issued as consideration for
        license fees and services ................              --          595,000          595,000

Changes in assets and liabilities:
  Prepaid expenses ...............................          17,031          (67,850)        (110,831)
  Deposits .......................................          90,837               --           (9,163)
  Other receivable - tax refund ..................        (105,436)         105,436               --
  Other receivable from related party ............         (46,679)         (11,527)         (58,206)
  Loan receivable from related party .............              --         (203,912)        (203,912)
  Accounts payable and accrued expenses ..........         (57,217)          87,097          215,729
  Wages payable ..................................         (96,771)              --               --
  License fees payable to related party ..........        (499,700)              --               --
  R & D fees payable to related party ............              --         (338,000)              --
                                                      ------------     ------------     ------------
      Net cash used in operating activities ......      (4,292,693)      (2,793,808)      (9,486,131)

Cash flow provided by investing activities:
  Purchase of property and equipment .............         (46,778)         (23,965)        (113,509)
                                                      ------------     ------------     ------------
      Net cash used in investing activities ......         (46,778)         (23,965)        (113,509)

Cash flows from financing activities:
  Borrowings from related party ..................          92,000               --          342,000
  Payments on note payable to related party ......         (92,000)              --         (342,000)
  Contributions from stockholder .................              --               --          103,564
  Net proceeds from sale of preferred stock ......              --        4,000,000        4,000,000
  Net proceeds from sale of common stock .........              --       15,889,829       17,399,328
  Proceeds from issuance of debt .................              --               --          371,164
  Net proceeds from recapitalization .............       6,270,782               --        6,270,782
  Net proceeds from warrants and options exercised       5,457,763          663,821        6,293,299
                                                      ------------     ------------     ------------
      Net cash from financing activities .........      11,728,545       20,553,650       34,438,137

Net increase in cash .............................       7,389,074       17,735,877       24,838,497
Cash at beginning of period ......................          17,914        7,102,620               --
                                                      ------------     ------------     ------------
Cash at end of period ............................    $  7,406,988     $ 24,838,497     $ 24,838,497
                                                      ============     ============     ============
</TABLE>

Supplemental disclosure cash flow information:

     1) In 1998, the Company issued warrants for services in lieu of cash with
an estimated value of $408,000.

   The accompanying notes are an integral part of these financial statements.


                                       5
<PAGE>   6

                        HOLLIS-EDEN PHARMACEUTICALS, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                   (UNAUDITED)


1.      BASIS OF PRESENTATION

        The information at September 30, 1998, and for the three and nine month
periods ended September 30, 1998 and 1997, is unaudited. In the opinion of
management, these financial statements include all adjustments, consisting of
normal recurring adjustments, necessary for a fair presentation of the results
for the interim periods presented. Interim results are not necessarily
indicative of results for a full year. These financial statements should be read
in conjunction with Hollis-Eden Pharmaceuticals (the "Company") Annual Report on
Form 10-K for the year ended December 31, 1997, which was filed with the United
States Securities and Exchange Commission on March 31, 1998, and the Company's
Form 8-K which was filed on May 12, 1998.


2.      ISSUANCE OF WARRANTS

        During February 1998, the Company entered into an agreement with an
investors relations firm, which expires on December 31, 1998. The Company agreed
to issue as part of the compensation for services, 150,000 warrants with an
exercise price of $14.75 per share and an expiration date of February 4, 1999.
The warrants were estimated to have a value of $408,000, which amount will be
expensed $102,000 per quarter during 1998.


3.      FINANCING

        During May 1998, the Company completed a private financing totaling
$20.6 million in gross proceeds. The Company issued 1,329,201 shares of Common
Stock, 4,000 shares of 5% Series A Convertible Preferred Stock and Warrants to
purchase 1,437,475 shares of Common Stock in the financing.

        The Convertible Preferred Stock has an initial conversion price of
$20.30 for the first seven months, after which it can be adjusted, either up or
down, based on the future stock prices of the Company's Common Stock.

        The Warrants are exercisable for three years and entitle the holders to
purchase up to a total of 1,437,475 shares of Common Stock at a price of $17.00
per share.

        Terms of the Warrants and the Convertible Preferred Stock are set forth
in the Form of Warrant and the Certificate of Designation, respectively, copies
of which are attached to the Form 8-K filed May 12, 1998 as exhibits 4.1 and
4.2, respectively.


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
        FINANCIAL CONDITION

        The forward-looking comments contained in the following discussion
involve risks and uncertainties. The Company's actual results may differ
materially from those discussed here. Factors that could cause or contribute to
such differences can be found in the following discussion, as well as in the
Company's Annual Report on Form 10-K for the year ended December 31, 1997.


                                       6
<PAGE>   7

        While management believes that the discussion and analysis in this
report is adequate for a fair presentation of the information, management
recommends that this discussion and analysis be read in conjunction with
Management's Discussion and Analysis of Results of Operations and Financial
Condition included in the Company's Annual Report on Form 10-K for the year
ended December 31, 1997 which was filed with the United States Securities and
Exchange Commission (the "SEC") on March 31, 1998.


GENERAL

        Hollis-Eden Pharmaceuticals, a development-stage pharmaceutical company,
is engaged in the discovery, development and commercialization of products for
the treatment of a number of targeted disease states caused by viral, bacterial,
parasitic or fungal infections, including HIV/AIDS, hepatitis B and C, and
malaria. The Company has three technology platforms, one based on cellular
energy regulation, the second on a unique immune system modulation technology,
and the third on biochemical synthesis regulators. The Company believes that
certain of its drug candidates may provide the first long-term treatment for HIV
without the development of viral strain resistance to the drugs' effectiveness,
significant toxicity or severe side effects. The Company has not yet generated
any operating revenues. The Company has experienced significant operating losses
due to substantial expenses incurred to acquire and fund development of its drug
candidates and, as of September 30, 1998, had an accumulated deficit of $11.4
million.

        When and if any of the Company's drug candidates have been approved for
commercial sale, the Company plans to market them in the United States. For
international markets, the Company intends to develop strategic alliances with
major pharmaceutical companies that have foreign regulatory expertise and
established distribution channels, and will also consider corporate strategic
partnerships and co-marketing agreements. No assurances can be given that any of
the Company's drug candidates will be approved for commercial sale or that any
of the foregoing proposed arrangements will be implemented or prove to be
successful.

        The Company has been unprofitable since inception and expects to incur
substantial additional operating losses for at least the next few years as it
increases expenditures on research and development and begins to allocate
significant and increasing resources to its clinical testing and other
activities. In addition, during the next few years, the Company will have to
meet the substantial new challenge of developing the capability to market
products. Accordingly, the Company's activities to date are not as broad in
depth or scope as the activities it must undertake in the future, and the
Company's historical operations and financial information are not indicative of
the Company's future operating results or financial condition or its ability to
operate profitably as a commercial enterprise when and if it succeeds in
bringing any drug candidate to market.

        During March 1997, Hollis-Eden, Inc. ("Hollis-Eden"), a Delaware
corporation, was merged with and into the Company (then known as Initial
Acquisition Corp. ("IAC")). Upon the consummation of the merger, Hollis-Eden
ceased to exist, and IAC changed its name to Hollis-Eden Pharmaceuticals. For
accounting and financial reporting purposes, the merger was treated as a
recapitalization of Hollis-Eden. As used herein, unless otherwise indicated, for
periods prior to March 1997 the terms "Company" and "Hollis-Eden
Pharmaceuticals" shall refer to Hollis-Eden, not IAC.


RESULTS OF OPERATIONS

        The Company has not generated any revenues for the period from August
15, 1994 (inception of Hollis-Eden) through September 30, 1998. The Company has
devoted substantially all its resources to the payment of licensing fees and
research and development fees plus expenses related to the startup of its
business. From inception until September 30, 1998, the Company incurred expenses
of approximately $7.2 


                                       7
<PAGE>   8

million in research and development fees, $5.1 million in general and
administrative expenses, and $900,000 in net interest income, resulting in a
loss of $11.4 million for the period.

        Research and Development expenses increased to $737,000 from $109,000
and decreased to $1.9 million from $3.0 million for the three- and nine-month
periods ended September 30, 1998, respectively, as compared to the same periods
for the previous year. The research and development expenses were larger in 1997
due to the funding of the development of the Company's second drug candidate,
HE317. During 1997, this expense totaled $2.7 million for the nine-month period.
The 1998 research and development expenses relate primarily to the ongoing
development of the Company's first drug candidate, HE2000.

        General and administrative expenses increased to $742,000 from $434,000
and increased to $2.2 million from $1.6 million for the three- and nine-month
periods ended September 30, 1998 compared to 1997. During 1997, expenses
included one-time costs associated with the merger of IAC, including a $570,000
charge relating to the issuance of warrants to a certain director and former
officer. The 1998 general and administrative expenses include: (i) the non-cash
charges for the issuance of warrants to an investors relations group (described
above) and (ii) increased expenses as a public company such as legal and
accounting fees, filing and reporting fees, public relations, and directors and
officers insurance.

        Net interest income increased to $620,000 from $188,000 in the first
nine months of 1998 compared to 1997 due to higher balances in cash and cash
equivalents.


LIQUIDITY AND CAPITAL RESOURCES

        The Company has financed its operations since inception through the sale
of shares of Common Stock and with loans from the Company's founder, Richard B.
Hollis. The Company repaid Mr. Hollis in January 1996.

        During the year ended December 31, 1995, the Company received cash
proceeds of $250,000 from the sale of its securities. In May 1996, the Company
completed a private placement of shares of Common Stock, from which it received
aggregate gross proceeds of $1.3 million. In March 1997, the Merger of IAC and
Hollis-Eden provided the Company with $6.5 million in cash and other
receivables. During May 1998, the Company closed a private placement of shares
of Common Stock and Preferred Stock with gross proceeds totaling $20.6 million.

        Under its license agreements with Dr. Patrick T. Prendergast, Colthurst
and Edenland, the Company is obligated to pay certain minimum license fees to
maintain its rights to its drug candidates. Under these agreements, the Company
was obligated to pay the licensors an aggregate of two and one-half percent of
all such proceeds raised within 24 months of the $350,000 license payment, which
was made on April 5, 1996. An annual renewal license fee of $500,000 became due
under the Colthurst License Agreement upon the closing of the private placement
during May 1998. This license fee was paid in shares of the Company's Common
Stock. As of September 30, 1998, the Company is current on all license fee
obligations under these agreements.

        Under its Research and Development Agreement with Edenland and Dr.
Patrick T. Prendergast, the Company was committed to pay $3.0 million for the
development costs related to HE317. An amount of $1.5 million was recorded as a
charge to operations upon the closing of the Merger and was paid in April 1997.
An additional $1.2 million was paid in May 1997 and recorded as a charge to
operations. The remaining $300,000 was accrued as an expense during the fourth
quarter of 1997 and was paid during April 1998.

        The Company's operations to date have consumed substantial capital
without generating any revenues, and the Company will continue to require
substantial and increasing amounts of funds to conduct necessary research and
development and preclinical and clinical testing of its drug candidates, and to
market 


                                       8
<PAGE>   9

any drug candidates that receive regulatory approval. The Company does not
expect to generate revenue from operations for the foreseeable future, and the
Company's ability to meet its cash obligations as they become due and payable is
expected to depend for at least the next several years on its ability to sell
securities, borrow funds or some combination thereof. Based upon its current
plans, the Company's management believes that its existing capital resources,
together with interest thereon, will be sufficient to meet the Company's
operating expenses and capital requirements through at least the next twelve
months. There can be no assurance, however, that changes in the Company's
research and development plans or other events affecting the Company's operating
expenses will not result in the expenditure of such cash before that time. No
assurance can be given that the Company will be successful in raising necessary
funds. The Company's future capital requirements will depend upon many factors,
including progress with preclinical testing and clinical trials, the number and
breadth of the Company's programs, the time and costs involved in preparing,
filing, prosecuting, maintaining and enforcing patent claims and other
proprietary rights, the time and costs involved in obtaining regulatory
approvals, competing technological and market developments, the ability of the
Company to establish collaborative arrangements and effective commercialization
and marketing activities and other arrangements. In any event, the Company will
continue to incur increasing negative cash flows and net losses for the
foreseeable future.


YEAR 2000

        Many currently installed computer systems and software products are
coded to accept only two-digit entries in the date code field. Beginning in the
year 2000, these date code fields will need to accept four-digit entries to
distinguish the 21st century dates from 20th century dates. As a result, in less
than two years, computer systems and/or software used by many companies may need
to be upgraded to comply with such "Year 2000" requirements.

        The Company upgraded its accounting software this quarter with a version
that is Year 2000 compliant. In addition, the Company has upgraded some of its
computer operating systems with the balance scheduled for upgrading before
yearend. Once the upgrades are completed, the Company believes that its computer
systems and applications will be Year 2000 compliant.

        The Company has recently commenced the process of reviewing its
communications systems and other non-information technology systems to ascertain
whether they are Year 2000 compliant. The Company expects to complete this
review by December 1998.

        The Company does not expect that the costs associated with achieving
Year 2000 compliance will have a material adverse effect on its future results
of operations, liquidity or capital resources. The Company has spent less than
one thousand dollars in connection with its Year 2000 compliance efforts to
date. The Company believes that the costs to be incurred in reviewing its
non-information technology systems will be immaterial.

        The Company has begun contacting its material suppliers and third party
service providers to identify Year 2000 problems and provide solutions to
prevent the disruption of business activities. At present, the Company has very
little information regarding the extent of Year 2000 compliance by its suppliers
and third party service providers. The Company expects to complete its review of
the compliance efforts by these parties in March, 1999.

        There can be no assurance, however, that the computer systems and
applications of other companies on which the Company's operations rely, will be
timely converted, or that any such failure to convert by another company will
not have a material adverse effect on the Company. Moreover, the following could
have a material adverse effect on the Company's business or financial condition:
(i) failure of suppliers and third-party service providers equipment to operate
or to operate accurately, (ii) failure of clinical trial site medical equipment
to perform properly, (iii) failure of necessary materials or supplies to be
available to the Company 


                                       9
<PAGE>   10

when needed, or (iv) failure of other equipment, software, or systems as a
result of Year 2000 problems. At the completion of its review of its material
suppliers and third-party service providers, the Company intends to assess worst
case scenarios and to develop one or more contingency plans that may be
necessary, such as securing alternative vendors.


PART II        OTHER INFORMATION


ITEM 1.        LEGAL PROCEEDINGS
                 None

ITEM 2.        CHANGES IN SECURITIES
                 None


ITEM 3.        DEFAULTS UPON SENIOR SECURITIES
                 None


ITEM 4.        SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
                 None


ITEM 5.        OTHER INFORMATION

               Pursuant to the Company's bylaws, stockholders who wish to bring
matters or propose nominees for director at the Company's 1999 annual meeting of
stockholders must provide specified information to the Company between February
18, 1999 and March 19, 1999 (unless such matters are included in the Company's
proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of
1934, as amended).

ITEM 6.        EXHIBITS AND REPORTS ON FORM 8-K

               Exhibits:
               27      Financial Data Schedule (filed electronically only)


SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                HOLLIS-EDEN PHARMACEUTICALS, INC.


Dated: November 4, 1998         By: /s/  Robert W. Weber
                                   --------------------------------
                                    Robert W. Weber
                                    Vice President-Controller
                                    (Principal Financial and Accounting Officer)


INDEX TO EXHIBITS

27      FINANCIAL DATA SCHEDULE (FILED ELECTRONICALLY ONLY)

                                       10


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S FORM 10-Q FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 1998 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               SEP-30-1998
<CASH>                                      24,838,497
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                            25,122,707
<PP&E>                                         113,509
<DEPRECIATION>                                  22,074
<TOTAL-ASSETS>                              25,418,054
<CURRENT-LIABILITIES>                          215,729
<BONDS>                                              0
                                0
                                         40
<COMMON>                                        83,696
<OTHER-SE>                                  25,118,589
<TOTAL-LIABILITY-AND-EQUITY>                25,418,054
<SALES>                                              0
<TOTAL-REVENUES>                                     0
<CGS>                                                0
<TOTAL-COSTS>                                4,139,016
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             (1,726)
<INCOME-PRETAX>                            (3,518,542)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                        (3,518,542)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                               (3,518,542)
<EPS-PRIMARY>                                   (0.46)
<EPS-DILUTED>                                   (0.46)
        

</TABLE>


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