<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, 1999
________ 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)
(973) 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: 724,809 shares of common stock
outstanding as of May 12, 1999.
TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (check one):
Yes _____ No X
-----
<PAGE>
MILLENNIUM SPORTS MANAGEMENT, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
-------------- ----------------
(Unaudited) (Note 1)
-------------- ----------------
<S> <C> <C>
ASSETS
PROPERTY AND EQUIPMENT, AT COST, $ 889,585 $ 900,000
LESS ACCUMULATED DEPRECIATION
CASH 97,805 221,975
INVENTORIES 68,491 71,335
INVESTMENT IN LIMITED PARTNERSHIP, AT EQUITY 371,978 466,759
OTHER ASSETS 74,252 118,048
------------ ------------
$ 1,502,111 $ 1,778,117
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Amounts due insiders, pursuant to Chapter 11 proceedings $ 86,177 $ 88,513
Accounts Payable 257,899 262,293
Accrued interest - 63,542
Accrued compensation-officers and directors 166,875 170,775
------------ ------------
Total Liabilities 510,951 585,123
------------ ------------
STOCKHOLDERS' EQUITY:
Preferred stock, no par value: 500,000 shares
authorized, none issued - -
Common stock, no par value, stated value $.10
per share; 2,000,000 shares authorized and
724,809 shares issued 72,480 71,980
Additional paid-in capital 19,418,490 19,416,652
Accumulated deficit (18,499,810) (18,295,638)
------------ ------------
Total Stockholders' Equity 991,160 1,192,994
------------ ------------
$ 1,502,111 $ 1,778,117
============ ============
</TABLE>
<PAGE>
MILLENNIUM SPORTS MANAGEMENT, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three months ended March 31,
--------------------------------
1999 1998
--------- ------------
<S> <C> <C>
REVENUES:
Stadium rentals and admissions $ 36,222 $ 27,145
Retail sales 11,605 15,071
Other - 9
--------- ------------
Totals 47,827 42,225
--------- ------------
COSTS OF SALES AND SERVICES:
Costs of stadium operations 34,280 31,913
Costs of retail sales 8,254 12,370
Selling, general and administrative expenses 199,507 180,092
Depreciation and amortization 10,415 91,272
--------- ------------
252,456 315,647
--------- ------------
LOSS BEFORE INTEREST EXPENSE (204,631) (273,422)
INTEREST EXPENSE (NET) 460 (550)
--------- ------------
NET LOSS $(204,171) $ (273,972)
========= ============
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 662,780 512,372
========= ============
BASIC AND DILUTED LOSS PER COMMON SHARE $ (0.31) $ (0.53)
========= ============
</TABLE>
<PAGE>
MILLENNIUM SPORTS MANAGEMENT, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three months ended March 31,
--------------------------------
1999 1998
----------- -----------
<S> <C> <C>
OPERATING ACTIVITIES:
Net loss $(204,171) $(273,972)
Adjustments to reconcile net loss to net cash provided
by operating activities:
Depreciation and amortization 10,415 91,272
Changes in operating assets and liabilities:
Inventories 2,845 3,836
Receivable - Minor League Heroes 46,143 6,616
Other assets (2,347) (74,004)
Accounts payable and accrued expenses (71,836) (191,906)
--------- ---------
Net cash flows from operating activities (218,951) (438,158)
--------- ---------
INVESTING ACTIVITIES:
Purchases of property and improvements - (2,496)
Investment in joint venture - (134,000)
Distribution from limited partnership 94,781 98,994
--------- ---------
Net cash flows from investing activities 94,781 (37,502)
--------- ---------
FINANCING ACTIVITIES:
Deferred offering costs
Proceeds from issuance of common stock
and warrants, net of costs - 648,707
--------- ---------
Net cash flows from financing activities - 648,707
--------- ---------
NET CHANGE IN CASH (124,170) 173,047
CASH, BEGINNING OF YEAR 221,975 115,295
--------- ---------
CASH, END OF YEAR $ 97,805 $ 288,342
========= =========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ 63,542 $ 146,305
--------- ---------
Income taxes paid $ - $ -
========= =========
NON-CASH FINANCING ACTIVITIES:
Issuance of common stock and warrants upon conversion of
outstanding debt $ 5,000 $ 216,093
========= =========
</TABLE>
<PAGE>
MILLENNIUM SPORTS MANAGEMENT, INC.
STATEMENTS OF CHANGE IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Common Stock Additional
-------------------------
Number of Paid-in Accumulated
Shares Amount Capital Deficit Total
---------- ---------- ----------- ------------ ----------
<S> <C> <C> <C> <C> <C>
BALANCES, DECEMBER 31, 1998 719,809 $ 71,980 $19,416,652 $(18,295,638) $1,192,994
Issuance of common stock
upon conversion of debt 5,000 500 1,838 2,338
NET LOSS (204,171) (204,171)
---------- ---------- ----------- ------------ ----------
BALANCES, MARCH 31, 1999 724,809 $ 72,480 $ 19,418,490 $(18,499,810) $ 991,160
========== ========== ============ ============ ==========
</TABLE>
<PAGE>
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, 1998 (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.
Annual Review for Impairment of Long-lived Assets - In accordance with
generally accepted accounting principles, management reviews its
property and equipment to determine its recoverability through future
profitable operations due to the Company operating at a loss since it
emerged from Chapter 11 of the Bankruptcy Code in 1995. In years prior
to 1998 management believed that profitability could be achieved
through, among other things, leases with additional teams and leagues,
lease of the stadium name, reduction in administrative costs, leasing
the museum and store facilities for other uses, development of the
property into a year-round facility, and leasing a portion of the
parking facilities and water treatment equipment to adjacent land
owners upon construction of a strip mall.
One of management's attempts to reduce costs is an appeal of its real
estate tax assessment. In connection with tax appeal litigation in the
New Jersey Tax Court, which commenced in April 1999 and the testimony
phase was completed by May 11, 1999, the Company engaged an appraiser
to present its belief that the assessment is excessive. The appraiser
estimated, in a report dated January 20, 1999, that (1) the cost to
replace the building and the value of the land as of October 1, 1996
(the valuation date being used by the appraiser) was $9,661,000, (2)
because of the continuing losses of the Company, fair market value
could not be determined by capitalization of the Company's earnings and
(3) comparable sales could not be identified by the appraiser. In the
circumstances, the appraiser estimated fair value at $900,000 by
capitalizing estimated "stabilized net operating income" of property
similar to the Company's stadium and land. Management anticipates a
judgment on the appeal by June 30, 1999.
6
<PAGE>
MILLENNIUM SPORTS MANAGEMENT, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
In view of the continuing doubt about the Company's ability to achieve
substantial improvements in operating results necessary to fully
recover their cost, management decided that a write-down of the stadium
and land to $900,000 would be appropriate as of December 31, 1998;
accordingly, a write-down of $11,544,942 was made in the fourth quarter
of 1998.
Reclassification - Certain amounts previously reported have been
reclassified to conform to current year presentation.
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.
The Company did not have sufficient financing to pay its contractors
and other vendors and, as a result, filed a voluntary petition for
reorganization under Chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court (the "Court") for the District of
New Jersey on June 1, 1994 (the "Petition Date"). The Company operated
as a debtor-in-possession subject to the jurisdiction of the Court from
the Petition Date through April 13, 1995, the date its plan of
reorganization (the "Plan") was confirmed.
During the periods presented herein and since inception, the Company
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 has incurred significant net losses. Revenues from
the rental of Skylands Park to its primary tenant have not and will not
be significant. The Company generates additional revenues from the
rental of skyboxes and advertising signs in the Skylands Park, parking
fees and other revenues from other baseball games, the rental of
Skylands Park for other sports and entertainment events, the operation
of the retail, recreation and other related facilities in the Complex,
and the Company's ownership in Minor League Heroes, L.P. ("Heroes"),
which is the limited partnership that owns and operates the Company's
primary tenant. 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.
7
<PAGE>
MILLENNIUM SPORTS MANAGEMENT, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Management believes that the Company is in need of additional liquid
resources to enable the Company to sustain operations, and there can be
no assurance that the Company will be able to obtain such additional
liquid resources.
Confirmation of Plan of Reorganization - The Company's Plan was
confirmed by its creditors and the Court on April 13, 1995 (the
"Confirmation Date"). Since the Confirmation Date, the Company has paid
unsecured pre-petition 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 final payment under the Creditors' Note was paid on March 4, 1999.
The Creditors' Note was secured by substantially all of the assets of
the Company.
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) 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."
Through March 31, 1999, approximately $253,000 has been paid on the
claims of insiders, principally through the issuance of common stock.
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 90-7, the Company was not required to adopt "fresh-
start" 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 pre-petition 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.
8
<PAGE>
Note 3 - Stockholders' Equity:
Reverse Stock Split - Effective at the close of business on January 4,
1999, the Company effectuated a one-for-ten reverse stock split, which
has been retroactively reflected in the accompanying financial
statements.
Note 4 - New Lease:
Newark Bears - In February 1999, the Company entered into a lease
agreement, commencing in May 1999 and expiring in June 1999, with
Newark Bears, Inc. (the "Bears") a professional baseball team, which is
a member of the independent Atlantic League. Pursuant to the
agreement, the Bears will play approximately 24 of its 1999 regular
season home games at Skylands Park during the months of May and June
1999. The Bears will pay rent of approximately $72,000. The Company
will also retain the net proceeds of all alcohol beverage concessions
at Bears games.
9
<PAGE>
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 1999, the Company entered into a lease agreement, commencing in May
1999 and expiring in June 1999, with Newark Bears, Inc. (the "Bears") a
professional baseball team, which is a member of the independent Atlantic
League. Pursuant to the agreement, the Bears will play approximately 24 of its
1999 regular season home games at Skylands Park during the months of May and
June 1999. The Bears will pay rent of approximately $72,000. The Company will
also retain the net proceeds of all alcohol beverage concessions at Bears games.
The Company currently operates, in the Complex, the Skylands Sporting Goods
store, which sells, year-round both at retail and at wholesale, a broad range of
sporting goods relating to baseball and other sports, and Team paraphernalia.
The Company also operates, in the Complex, a year-round recreational facility
known as the "Barn", which contains batting cages, a sports video parlor, mini-
gym and children's party room, and a space subleased to a director of the
Company, where sports collectibles are sold by such director for his own
account.
The Company anticipates receiving approximately $42,000 per year in rent from
the Team, 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 May 13, 1999, the Company had received 1999 season
commitments for three skyboxes for an aggregate rental of $26,590 (of which the
Team is entitled to retain $9,576). 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 1998 was approximately $75,000.
Although the Company does not expect to receive significant rental income from
the Team, the Company did receive in March 1999 and expects to continue to
derive income from cash distributions through its minority ownership interest in
Heroes. Accordingly, the revenues generated by the Team through paid admissions
and its ancillary operations will indirectly benefit the Company. A portion of
the Company's cash flow in each year of operations has been received in the form
of a distribution from Heroes in respect of the Company's share of the net
income of Heroes.
<PAGE>
Plan of Reorganization
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 and accrued interest
on the Creditors' Note, primarily out of net equity proceeds from the sale of
common stock by the Company.
Claims held by insiders (consisting primarily of former 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 $339,000, 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, 1999, approximately $5,000 was
repaid upon conversion of such insider claims into 5,000 shares of common stock,
leaving an unpaid balance of approximately $86,000 at March 31, 1999.
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.
<PAGE>
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
$2,965,228 from the issuance of and exercise of Class A Warrants and Class D
Warrants and underwriter's warrants in 1997 and 1998. As of December 31, 1998,
all unexercised Class A Warrants expired, and the Company had ceased any further
offering of Class D Warrants.
As of March 31, 1999, the Company had cash totaling approximately $98,000.
Management believes that the Company is in need of additional liquid resources
to enable the Company to sustain, and there can be no assurance that the Company
will be able to obtain such additional liquid resources.
Comparative Quarterly Results
The Company's stadium and facility rentals and admissions during the three
months ended March 31, 1999 and 1998 was approximately $36,000 and approximately
$27,000, respectively. The 33% increase is principally attributable to greater
use of the recreational facility (i.e., batting cages). Retail sales decreased
to approximately $12,000 for the three months ended March 31, 1999, from
approximately $15,000 for the three months ended March 31, 1998. The decrease is
principally attributable to reduced merchandise selection.
Cost of stadium operations increased by approximately 7% to approximately
$34,000 for the three months ended March 31, 1999, as compared to approximately
$32,000 for the same period in 1998. The increase reflects required maintenance
to the Stadium. Cost of retail sales as a percentage of retail sales decreased
to 71% for the three months ended March 31, 1999 as compared to 82% in the
comparable prior year period. The decrease is due primarily to a concentration
of products with a higher gross profit.
Selling, general and administrative expenses increased by approximately $20,000
to approximately $200,000 for the three months ended March 31, 1999, as compared
to approximately $180,000 for the same period in 1998. The increase is due
principally to an increase in insurance costs, stock transfer fees relating to
the January 1999 reverse split, and certain professional fees.
Depreciation and amortization expense decreased to approximately $10,000 for the
three months ended March 31, 1999 from approximately $91,000 for the same period
in 1998. The decrease is attributable to the write-down of the Company's fixed
assets by approximately $11,545,000 in the fourth quarter of 1998. The write-
down reduced the depreciable basis of the underlying fixed assets.
<PAGE>
Net loss in the three months ended March 31, 1999 was approximately $204,000, as
compared to approximately $274,000 in the three months ended March 31, 1998.
The decrease is primarily attributable to the decrease in depreciation and
amortization.
Market For Company's Common Stock
In March 1999, the Company's common stock was delisted from the NASDAQ SmallCap
Market, and is now quoted on the OTC Bulletin Board.
Seasonality
The Company's cash flow from operations is significantly greater in each spring,
summer and fall than in the winter months, when Skylands Park is not rented for
outdoor events, and the Company relies 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, or the Company is
unable to develop or acquire additional business which will generate cash flow
in the off season, 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.
Year 2000 Compliance
The Company is not itself dependent to any significant extent on computer or
other embedded information systems, nor, to the Company's knowledge, are any of
its customers dependent on computer or other embedded information systems in
such customers' dealings with the Company. Thus, the Company will not be
required to incur any material costs or expenses in order to adapt, modify or
upgrade its systems to be Year 2000 compliant. The Company discussed with its
key vendors the status of their Year 2000 readiness in the first quarter of
1999, and the Company received assurances from substantially all of such vendors
that their computer-based systems will continue, without material interruption
or malfunction, to process data entries made on and after January, 1, 2000 and
with respect to dates on and after January 1, 2000. The costs of this
investigation were not material.
<PAGE>
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
None
Item 6 - Exhibits and Reports on Form 8-K.
(a) Exhibit 27 - Financial Data Schedule
(b) The Company did not file any reports on Form 8-K during the
three months ended March 31, 1999.
<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.
MILLENNIUM SPORTS MANAGEMENT, INC.
- ----------------------------------
(Registrant)
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date
/s/ Robert H. Stoffel, Jr. Chief Financial Officer May 12, 1999
- --------------------------------------
Robert H. Stoffel, Jr.
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-QSB
FOR 3/31/99 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 97,805
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 68,491
<CURRENT-ASSETS> 166,296
<PP&E> 900,000
<DEPRECIATION> 10,415
<TOTAL-ASSETS> 1,502,111
<CURRENT-LIABILITIES> 510,951
<BONDS> 0
0
0
<COMMON> 72,480
<OTHER-SE> 918,680
<TOTAL-LIABILITY-AND-EQUITY> 1,502,111
<SALES> 11,605
<TOTAL-REVENUES> 47,827
<CGS> 8,254
<TOTAL-COSTS> 52,949
<OTHER-EXPENSES> 199,507
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (460)
<INCOME-PRETAX> (204,171)
<INCOME-TAX> 0
<INCOME-CONTINUING> (204,171)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (204,171)
<EPS-PRIMARY> (0.31)
<EPS-DILUTED> (0.31)
</TABLE>
