<PAGE>
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 0-22042
MILLENNIUM SPORTS MANAGEMENT, INC.
(Exact name of small business issuer as specified in its charter)
New Jersey 22-3127024
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Ross' Corner
U.S. Highway 206 and County Route 565
Augusta, New Jersey 07822
(Address of Principal Executive Offices) (Zip Code)
(201) 383-7644
(Issuer's telephone number)
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 ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Check whether the registrant filed all documents and reports required to be
filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes_____ No _____
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date 6,700,309 shares of common
stock outstanding as of May 8, 1998.
TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE):
Yes No X
----- -----
<PAGE>
MILLENNIUM SPORTS MANAGEMENT, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
------------- -------------
(UNAUDITED) (NOTE 1)
ASSETS
<S> <C> <C>
PROPERTY AND EQUIPMENT, AT COST,
LESS ACCUMULATED DEPRECIATION $ 12,711,210 $ 12,799,986
CASH 288,342 115,295
INVENTORIES 81,334 85,170
INVESTMENT IN LIMITED PARTNERSHIP, AT EQUITY 386,561 485,555
INVESTMENT IN LIMITED PARTNERSHIP 175,000 41,000
RECEIVABLE - MINOR LEAGUE HEROES - 6,616
OTHER ASSETS 165,068 61,064
------------- -------------
$ 13,807,515 $ 13,594,686
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Amounts due insiders, pursuant to Chapter 11 proceedings $ 153,516 $ 339,609
Accounts payable 203,959 250,110
Accrued interest 63,542 209,297
Accrued compensation - officers and directors 170,775 170,775
------------- -------------
Total Liabilities 591,792 969,791
------------- -------------
STOCKHOLDERS' EQUITY:
Preferred stock, no par value; 500,000 shares
authorized, none issued - -
Common stock, no par value, stated value $.10
per share; 20,000,000 shares authorized and 6,690,877
and 4,353,607 shares issued, respecitvely 669,088 435,361
Additional paid-in capital 17,813,208 17,182,135
Accumulated deficit (5,266,573) (4,992,601)
------------- -------------
Total Stockholders' Equity 13,215,723 12,624,895
------------- -------------
$ 13,807,515 $ 13,594,686
============= =============
</TABLE>
2
<PAGE>
MILLENNIUM SPORTS MANAGEMENT, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three months ended March 31,
-----------------------------
1998 1997
----------- ------------
REVENUES:
Stadium rentals and admissions $ 27,145 $ 25,878
Retail sales 15,071 16,262
Other 9 19
----------- -----------
Totals 42,225 42,159
----------- -----------
COSTS OF SALES AND SERVICES:
Costs of stadium operations 31,913 20,422
Costs of retail sales 12,370 14,830
Selling, general and administrative expenses 180,092 175,393
Depreciation and amortization 91,272 91,836
----------- -----------
315,647 302,481
----------- -----------
LOSS BEFORE INTEREST EXPENSE (273,422) (260,322)
INTEREST EXPENSE (NET) 550 27,821
----------- -----------
NET LOSS $ (273,972) $ (288,143)
=========== ===========
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 5,123,718 1,234,176
=========== ===========
BASIC AND DILUTED LOSS PER COMMON SHARE $ (0.05) $ (0.23)
=========== ===========
3
<PAGE>
MILLENNIUM SPORTS MANAGEMENT, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
COMMON STOCK
------------------- Additional
Number Paid-in Accumulated
OF SHARES AMOUNT CAPITAL DEFICIT TOTAL
--------- ------- --------- ---------- -------
<S> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1997 4,353,607 $ 435,361 $ 17,182,135 $ (4,992,601) $ 12,624,895
Issuance of common stock upon exercise
of warrrants:
For cash 1,500,000 150,000 - - 150,000
Class A warrants 105,204 10,520 94,684 - 105,204
Class D warrants 625,000 62,500 250,000 - 312,500
Issuance of common stock upon conversion
of debt 107,066 10,707 205,386 - 216,093
Issuance of Class D Warrants - - 69,453 - 69,453
Issuance of Class A Warrants - - 11,550 - 11,550
NET LOSS - - - (273,972) (273,972)
--------- --------- ------------ ------------- -------------
BALANCES, MARCH 31, 1998 6,690,877 $ 669,088 $ 17,813,208 $ (5,266,573) $ 13,215,723
========= ========= ============ ============= =============
</TABLE>
4
<PAGE>
MILLENNIUM SPORTS MANAGEMENT, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended March 31,
----------------------------
1998 1997
------ -------
OPERATING ACTIVITIES:
<S> <C> <C>
Net loss $ (273,972) $ (288,143)
Adjustments to reconcile net loss to net cash provided
by operating activities:
Depreciation and amortization 91,272 91,836
Changes in operating assets and liabilities:
Inventories 3,836 4,782
Receivable - Minor League Heros 6,616 -
Other assets (74,004) 16,923
Accounts payable and accrued expenses (191,906) 132,961
------------- -----------
Net cash flows from operating activities (438,158) (41,641)
------------- -----------
INVESTING ACTIVITIES:
Purchases of property and improvements (2,496) -
Investment in joint venture (134,000) -
Distribution from limited partnership 98,994 30,469
------------- -----------
Net cash flows from investing activities (37,502) 30,469
------------- -----------
FINANCING ACTIVITIES:
Deferred offering costs - (15,835)
Proceeds from issuance of common stock
and warrants, net of costs 648,707 86,800
------------- -----------
Net cash flows from financing activities 648,707 70,965
------------- -----------
NET CHANGE IN CASH 173,047 59,793
CASH, BEGINNING OF YEAR 115,295 8,600
------------- -----------
CASH, END OF YEAR $ 288,342 $ 68,393
============= ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ 146,305 $ -
============= ===========
Income taxes paid $ - $ -
============= ===========
NON-CASH FINANCING ACTIVITIES:
Issuance of common stock and warrants upon
conversion of outstanding debt $ 216,093 $ -
============= ===========
</TABLE>
5
<PAGE>
MILLENNIUM SPORTS MANAGEMENT, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Note 1 - BASIS OF PRESENTATION:
The balance sheet at the end of the preceding fiscal year has been
derived from the audited balance sheet contained in Millennium Sports
Management, Inc.'s (the "Company's") Annual Report on Form 10-KSB for
the year ended December 31, 1997 (the "10-KSB") and is presented for
comparative purposes. All other financial statements are unaudited.
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 for all periods
presented, have been made. The results of operations for interim
periods are not necessarily indicative of the operating results for the
full year.
Footnote disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles have been
omitted in accordance with the published rules and regulations of the
Securities and Exchange Commission. These financial statements should
be read in conjunction with the financial statements and notes thereto
included in the 10-KSB.
NET INCOME (LOSS) PER COMMON SHARE In February 1997, the Financial
Accounting Standards Board issued Statement of Financial Accounting
Standards 128, Earnings Per Share ("SFAS 128") which is effective for
financial statements for both interim and annual periods ending after
December 31, 1997. The Company adopted SFAS 128 in the fourth quarter
of 1997. SFAS 128 replaces the presentation of primary and fully
diluted earnings per share with basic and diluted earnings per share.
Basic earnings per share is calculated based on the weighted average
number of common shares outstanding during the period and excludes all
dilution. Diluted earnings per share is calculated by using the
weighted average number of common shares outstanding, while also giving
effect to all dilutive potential common shares that were outstanding
during the period. Such dilutive potential common shares have been
excluded since the effect would be anti-dilutive, due to net losses for
all periods presented. SFAS 128 had no impact on the loss per share
for the three months ended March 31, 1997.
RECLASSIFICATION Certain amounts previously reported have been
reclassified to conform to current year presentation.
6
<PAGE>
MILLENNIUM SPORTS MANAGEMENT, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Note 2 - Organization, Proceedings Under Chapter 11 And Subsequent Operations:
ORGANIZATION AND DEVELOPMENT The Company operates a regional sports
entertainment and recreation center in Sussex County, New Jersey, known
as the Skylands Park Sports and Recreation Center (the "Complex"). The
Complex includes a professional baseball stadium ("Skylands Park") used
for sports and other entertainment events, and other adjacent
recreational and commercial facilities (the "Related Facilities") that
include, among other things, a sports apparel and collectibles store, a
wholesale and retail sporting goods outlet, batting cages, and a video
parlor.
During the three months ended March 31, 1998, the years ended December
31, 1997 and 1996 and since inception, the Company has generated only
limited amounts of revenues from the events held at Skylands Park and
the operation of the Related Facilities and, as a result, the Company
incurred significant net losses during such periods. Management
expects that revenues from the rental of Skylands Park to its primary
tenants will not be significant. Instead, management expects that the
Company will generate revenues primarily from the rental of skyboxes
and advertising signs in Skylands Park, the rental of Skylands Park for
certain other sports and entertainment events, concession sales, and
the operation of the Related Facilities in the Complex. Accordingly,
the Company's ability to generate significant additional revenues will
be dependent upon, among other things, its ability to generate future
attendance at events and the success of its other commercial
operations.
Management believes that the Company will need additional liquid
resources to enable it to sustain operations throughout 1998 while it
is required to make the remaining accrued interest payment pursuant to
its Plan of Reorganization (the "Plan"). Therefore, management expects
that to sustain future operations, the Company will need to obtain
additional financing through the exercise of its remaining outstanding
warrants or the issuance of other equity securities. Although
management continues to explore various financing alternatives, the
Company does not have any commitments with respect to any additional
financing.
Chapter 11 Filing and Confirmation of Plan of Reorganization The Plan
was confirmed by the Company's creditors and the United States
Bankruptcy Court on April 13, 1995 (the "Confirmation Date"). Since
the Confirmation Date, the Company has paid the unsecured prepetition
liabilities pursuant to the terms of a secured promissory note (the
"Creditors' Note"). The Creditors' Note bore interest on the unpaid
principal balance at the prime rate plus 3%. The difference between
the interest paid and the interest accrued became due and payable upon
the maturity of the Creditors' Note on April 26, 1998. The Company has
set aside sufficient funds to make such final payment under the
Creditors' Note, and intends to make such payment upon final
reconciliation of the amount due.
7
<PAGE>
MILLENNIUM SPORTS MANAGEMENT, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Claims of "insiders" (generally, former directors and executive
officers of the Company and certain of their affiliates) of
approximately $339,000 as of the Confirmation Date (including accrued
salaries and loans and advances made to the Company) has been reduced,
through the issuance of common stock, to approximately $154,000 and may
be paid from time to time after payment in full of the Creditors' Note,
as the cash flow of the Company may permit; however, each insider has
the option to elect to be paid in shares of common stock of the Company
valued at the then current market price of such common stock as
reported on "NASDAQ," and approximately $186,000 of such claims has
been paid in such manner.
Equity interests, including interests of stockholders and warrant
holders, were not altered or impaired under the terms of the Plan.
However, the terms of the Plan prohibit the Company from paying
dividends until all payments required under the Plan have been made.
Pursuant to SOP 907, the Company was not required to adopt "freshstart"
reporting (and, as a result, revalue all of its assets and liabilities)
since the holders of the Company's existing voting stock immediately
prior to confirmation held the same relative voting interests after
confirmation. In addition, since the Company will be paying all of its
prepetition liabilities at their original principal amounts, the
Company did not recognize any material gain or loss as a result of the
confirmation of the Plan.
NOTE 3 - STOCKHOLDERS' EQUITY:
In December 1997 , the Company again extended the expiration date of
the outstanding Class A common stock warrants to June 30, 1998 from the
original expiration date of September 23, 1995, at which time the
exercise price was reduced from $4.00 to $2.80 per warrant, with each
warrant continuing to entitle the exercising holder to receive the
increased amount of 2.8 shares of the Company's common stock. In April
1998, such expiration date was further extended to September 30, 1998.
A total of 927,575 Class A Warrants remain unexercised at March 31,
1998. The Class A Warrants are subject to redemption at $.10 per Class
A Warrant on 30 days' prior written notice if the closing bid price of
the Company's common stock equals or exceeds $32.70 per share for any
20 trading days within a period of 30 consecutive trading days ending
on the fifth day prior to the date of the notice of redemption.
NOTE 4 - SUBSEQUENT EVENT:
In April 1998, pursuant to the Company's stock award plan adopted in
December 1996 (the "Stock Award Plan"), the Company granted the right
to purchase a total of 250,000 shares of stock at $.25 per share to
members of the Company's Board of Directors.
8
<PAGE>
MILLENNIUM SPORTS MANAGEMENT, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The following discussion and analysis should be read in conjunction with the
information set forth in the unaudited financial statements and notes thereto
included elsewhere herein and the audited financial statements and the notes
thereto included in the 10-KSB.
OVERVIEW
Skylands Park is a 4,300-seat professional baseball stadium which, among other
things, has been and will be leased for sports and other entertainment events.
The Complex follows a courtyard village design theme, and includes, among other
things, a sports apparel and collectibles store, a wholesale and retail sporting
goods outlet, batting cages, and a video parlor.
The New Jersey Cardinals ("the Team"), which is a member of the Class "A" level
New York-Penn League, plays its regularly-scheduled home games and playoff home
games at Skylands Park. The Company has a minority ownership interest in Minor
League Heroes, L.P. ("Heroes"), which is the limited partnership that owns the
Team.
In February 1998, the Company entered into a three-year lease agreement,
commencing in 1998, with Ladies Professional Baseball. Pursuant to the
agreement, the New Jersey Diamonds (the "Diamonds"), a league-owned team, will
play its regular season home games, approximately 28 per year, at the Stadium
during the months of July through September.
The Company currently operates, in the Complex, the Skylands Sporting Goods
store, which sells, both at retail and at wholesale, a broad range of sporting
goods relating to baseball and other sports, and Team paraphernalia.
The Company also intends to utilize the professional skills and collective
sports-related backgrounds of its management team to provide strategic,
financial and operational consulting services to small to midsized professional
franchise owners and sports facility operators. In March 1998, the Company
formed a joint venture with third parties to develop a golf facility.
The Company anticipates receiving approximately $42,000 per year in rent from
the Team and approximately $37,000 from the Diamonds, which management does not
believe will constitute a significant portion of the Company's revenues. The
Company expects to generate additional revenues from, among other things, the
rental of skyboxes and advertising signs in Skylands Park, the rental of
Skylands Park for other sports and entertainment events, the operation of the
related facilities in the Complex, and the Company's direct and indirect
ownership interest in the limited partnership that owns the Team. As of March
20, 1998, the Company had received 1998 season commitments for six skyboxes for
an aggregate annual rental of $55,000 (of which the Team is entitled to retain
approximately $20,000), which the Company expects to receive prior to
commencement of the Cardinals' season in June 1998. In addition, the Company is
entitled to 20% of all revenues from advertising sign rental commitments at
Skylands Park. The Company's 20% share of such revenues in 1997 was
approximately $76,000.
PLAN OF REORGANIZATION
9
<PAGE>
MILLENNIUM SPORTS MANAGEMENT, INC.
In April 1995, the Company paid $1,600,000 in respect of its pre-petition
unsecured liabilities (including payment in full of de minimis claims, and
subject to the Company's reservation of rights to contest a limited number of
unsecured claims), leaving a balance due in respect of such claims of
approximately $2,608,000, which was payable pursuant to the terms of the
Creditors' Note. The Company has fully paid the principal on the Creditors'
Note, primarily out of net equity proceeds from the sale of common stock by the
Company, leaving a balance of accrued interest of approximately $64,000 (for
which the Company has set aside funds sufficient to pay such amount in full).
The Creditors' Note is secured by substantially all of the assets of the Company
as same are constituted from time to time. Until the Creditors' Note and
related accrued interest have been paid in full, the Company continues to report
to and operate under the review of the independent accountants retained by the
official committee of the unsecured creditors of the Company.
Claims held by insiders (consisting of past and present directors and executive
officers of the Company and certain of their affiliates) in respect of pre-
petition obligations (including but not limited to pre-petition loans made to
the Company), originally in the aggregate amount of approximately $339,609, may
be paid from time to time after payment in full of the Creditors' Note, as the
cash flow of the Company may permit; or, at the option of each insider, may be
paid at any time or from time to time in shares of common stock of the Company
valued at the then-current market price of such common stock as reported on
NASDAQ. During the three months ended March 31, 1998, $186,093 was repaid upon
conversion of such insider claims into 47,066 shares of common stock, leaving an
unpaid balance of approximately $154,000 at March 31, 1998.
Equity interests, including interests of stockholders and warrantholders, are
not altered or impaired under the terms of the Plan. However, pursuant to the
Plan, the Company is not permitted to pay any dividends on its common stock
until all required payments under the Plan have been made.
The foregoing information regarding the Plan is merely a summary of certain
material provisions thereof, and is qualified in its entirety by the specific
provisions of the Plan, a copy of which was previously filed as an exhibit to
the Company's Annual Report on Form 10-KSB for the year ended December 31, 1994.
10
<PAGE>
MILLENNIUM SPORTS MANAGEMENT, INC.
Liquidity and Capital Resources
The Company's primary sources of liquidity since its inception have been the
sale of shares of common stock to and short-term borrowings from certain
shareholders, which were used during the period from inception through March
1993; the net proceeds of approximately $739,000 from a private placement of
common stock and warrants, which were used during the period from March 1993
through September 1993; the net proceeds of approximately $5,815,000 from an
initial public offering of common stock and Class A Warrants, which were used
during the last quarter of 1993 and the first quarter of 1994; short-term
borrowings from certain officers, former shareholders and other related and
unrelated parties during March, April and May 1994, which were used during the
first and the beginning of the second quarter of 1994; proceeds from the
exercise of Class A Warrants and Class B Warrants, which were received during
the fourth quarter of 1994, and in 1995; net proceeds of $1,500,000 from a
private placement of common stock in August 1995 (all of which net proceeds were
utilized for partial prepayment of the Creditors' Note); and net proceeds of
$2,794,588 from the issuance of and exercise of Class A Warrants and Class D
Warrants and underwriter's warrants in 1997 and the first quarter of 1998.
As of March 31, 1998, the Company had cash totaling approximately $288,000. The
Company will need to obtain additional liquid resources to enable the Company
to sustain future operations whether through the exercise of its remaining
outstanding warrants, through the issuance of other equity securities, and/or
through other means. Although management continues to explore various financing
alternatives, the Company does not have any commitments with respect to any
additional financing.
COMPARATIVE QUARTERLY RESULTS
The Company's stadium and facility rentals and admissions during the three
months ended March 31, 1998 was approximately $27,000, as compared to
approximately $26,000 in the three months ended March 31, 1997.
Cost of stadium operations increased by approximately 56% to approximately
$32,000 for the three months ended March 31, 1998, as compared to approximately
$20,000 for the same period in 1997. The increase is due primarily to the
employment of a full time maintenance individual. Cost of retail sales
decreased approximately $2,000 (17%) to approximately $12,000 for the three
months ended March 31, 1998 from approximately $15,000 for the three months
ended March 31, 1997. The cost of retail of sales as a percent of retail sales
decreased to 82% for the three months ended March 31, 1998 as compared to 91%
for the same period in 1997. This decrease is principally attributable to an
increase in the margins on bulk institution sales.
Selling, general and administrative expenses increased by approximately $5,000
(3%) to approximately $180,000 for the three months ended March 31, 1998, as
compared to approximately $175,000 for the same period in 1997. The increase
is principally due to an increase in administrative salaries and certain legal
expenses.
Depreciation and amortization remained relatively stable at approximately
$92,000 for the three months ended March 31, 1998 and 1997.
11
<PAGE>
MILLENNIUM SPORTS MANAGEMENT, INC.
Net loss in the three months ended March 31, 1998, was approximately $274,000 as
compared to approximately $288,000 in the three months ended March 31, 1997.
The decrease is primarily attributable to the decrease in net interest expense,
which decreased to approximately $600 for the three months ended March 31, 1998
as compared to approximately $28,000 for the same period 1997. The decrease in
net interest expense is primarily due to the payments made on the Creditors'
Note in the last three quarters of 1998..
SEASONALITY
It is anticipated that the Company's cash flow from operations will be
significantly greater in each spring, summer and fall than in the winter months,
when Skylands Park is not likely to be rented for outdoor events, and the
Company will be relying upon income generated by its other businesses. In the
event that the Company is unable to generate sufficient cash flow from
operations during the seasons of full operations, the Company may be required to
utilize other cash reserves (if any) or seek additional financing to meet
operating expenses, and there can be no assurance that there will be any other
cash reserves or that additional financing will be available or, if available,
on reasonable terms.
12
<PAGE>
MILLENNIUM SPORTS MANAGEMENT, INC.
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
None
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K.
None
13
<PAGE>
MILLENNIUM SPORTS MANAGEMENT, INC.
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.
MILLENNIUM SPORTS MANAGEMENT, INC.
- ----------------------------------
(Registrant)
SIGNATURE Title DATE
Chief Financial Officer May 12, 1998
- -----------------------
Robert H. Stoffel, Jr.
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-QSB
FOR 3/31/98 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> 288,342
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 81,334
<CURRENT-ASSETS> 369,676
<PP&E> 14,076,317
<DEPRECIATION> 1,365,107
<TOTAL-ASSETS> 13,807,515
<CURRENT-LIABILITIES> 591,792
<BONDS> 63,542
0
0
<COMMON> 669,088
<OTHER-SE> 12,546,635
<TOTAL-LIABILITY-AND-EQUITY> 13,807,515
<SALES> 15,080
<TOTAL-REVENUES> 42,225
<CGS> 12,370
<TOTAL-COSTS> 135,555
<OTHER-EXPENSES> 180,092
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 550
<INCOME-PRETAX> (273,972)
<INCOME-TAX> 0
<INCOME-CONTINUING> (273,972)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (273,972)
<EPS-PRIMARY> (0.05)
<EPS-DILUTED> (0.05)
</TABLE>
