<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 28, 1997
Commission file number 33-67658-NY
ROYAL CANADIAN FOODS CORP.
(Exact name of small business issuer as specified in its charter)
Delaware 13-3729739
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1004 Second Avenue, New York, NY 10022
(Address of principal executive offices)
(212) 980-4131
(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 CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
2,793,574 shares of Common Stock
Transitional Small Business Disclosure Format (check one)
Yes No X
<PAGE>
ROYAL CANADIAN FOODS CORP. AND SUBSIDIARIES
FORM 10-QSB THIRD QUARTER 1997
INDEX
PART I
Page No.
--------
Financial Information:
Condensed Consolidated Balance Sheet-
February 28, 1997 and May 31, 1996 2
Condensed Consolidated Statement of Operations-for
the Three and Nine Months Ended February 28, 1997
and February 29, 1996 3-4
Condensed Consolidated Statement of Cash Flows-for
the Nine Months Ended February 28, 1997 and
February 29, 1996 5
Notes to Condensed Consolidated Financial Statements 6-8
Management's Discussion and Analysis of Financial
Condition and Results of Operations 9-12
Part II
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security
Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures
<PAGE>
ROYAL CANADIAN FOODS CORP. AND SUBSIDIARIES
Condensed Consolidated Balance Sheet
ASSETS
February 28, May 31,
1997 1996
---------- ----------
Unaudited *
Current Assets:
Cash $ 14,722 $ 23,811
Accounts receivable - 453
Inventory 14,570 13,381
Prepaid expenses 36,377 25,277
---------- ----------
Total Current Assets 65,669 62,922
Property and Equipment, Net 946,288 746,210
Investments in Corporate Joint
Ventures, at Equity 186,992 180,763
Cash Restricted for Restaurant
Development Expenditures - 62,503
Security Deposits 82,019 82,019
---------- ----------
Total Assets $1,280,968 $1,134,417
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 186,105 $ 131,704
Taxes payable, other than on income 489,006 407,374
Accrued officers' salaries 432,378 270,826
Accrued expenses, other 258,826 154,655
Notes payable, related parties 333,206 59,439
Deferred income 39,650 39,181
Deferred rent expense 3,206 422
---------- ----------
Total Current Liabilities 1,742,377 1,063,601
Note Payable, Stockholder 200,000 300,000
Deferred Rent Expense 180,157 168,251
---------- ----------
Total Liabilities 2,122,534 1,531,852
---------- ----------
Stockholders' Deficit:
Common stock, $ .005 par value;
10,000,000 shares authorized 13,970 12,750
Additional paid-in capital 1,903,138 1,391,460
Accumulated deficit (2,758,674) (1,801,645)
---------- ----------
Total Stockholders' Deficit ( 841,566) ( 397,435)
---------- ----------
Total Liabilities and Stockholders'
Deficit $1,280,968 $1,134,417
========== ==========
See accompanying notes to condensed consolidated financial statements.
* Condensed from audited financial statements.
2.
<PAGE>
ROYAL CANADIAN FOODS CORP. AND SUBSIDIARIES
Condensed Consolidated Statement of Operations
Three Months Ended
February 28 & 29,
-----------------------
1997 1996
---------- ----------
Sales $ 795,397 $ 633,914
Cost of sales 252,489 202,767
---------- ----------
Gross profit 542,908 431,147
---------- ----------
Restaurant labor 149,300 145,470
Rent 70,726 70,288
Other occupancy and operating
expenses 161,761 109,561
Selling, general and
administrative expenses 158,573 137,529
Research and development 160,328 -
Share of losses of corporate
joint-venture 55,969 -
Interest expense 29,701 15,290
---------- ----------
Total expenses 786,358 478,138
---------- ----------
Net loss $ (243,450) $ ( 46,991)
---------- ----------
Net loss per share $ (.09) $ (.02)
========== =========
Weighted average number of
shares outstanding 2,700,318 2,500,000
========== ==========
See accompanying notes to condensed consolidated financial statements.
3.
<PAGE>
ROYAL CANADIAN FOODS CORP. AND SUBSIDIARIES
Condensed Consolidated Statement of Operations
Nine Months Ended
February 28 & 29,
-----------------------
1997 1996
---------- -----------
Sales $2,147,022 $ 1,549,528
Cost of sales 693,135 511,505
---------- -----------
Gross profit 1,453,887 1,038,023
---------- ----------
Restaurant labor 423,881 332,853
Rent 210,337 206,734
Other occupancy and operating
expenses 454,794 424,421
Selling, general and
administrative expenses 532,869 432,452
Research and development 614,178 -
Share of losses of corporate
joint-venture 97,961 -
Interest expense 76,896 40,955
---------- ----------
Total expenses 2,410,916 1,437,415
---------- ----------
Net loss $ (957,029) $ (399,392)
---------- ----------
Net loss per share $ (.36) $ (.16)
========== ==========
Weighted average number of
shares outstanding 2,671,608 2,500,000
========== ==========
See accompanying notes to condensed consolidated financial statements.
4.
<PAGE>
ROYAL CANADIAN FOODS CORP. AND SUBSIDIARIES
Condensed Consolidated Statement of Cash Flows
Nine Months Ended
February 28 & 29,
----------------------
1997 1996
--------- ----------
Cash Flows From Operating Activities:
Net loss $(957,029) $ (399,392)
--------- ----------
Adjustments to reconcile net loss to net
cash required by operating activities:
Deferred income 469 10,088
Deferred rent expense 14,690 20,388
Depreciation and amortization 63,827 43,333
Share of loss in joint venture 97,961 -
Interest accrued on related party loans 32,767 18,424
Contingently payable interest 24,750 10,750
Changes in assets and liabilities:
Accounts receivable 453 8,758
Inventory (1,189) (9,330)
Prepaid expenses (11,100) -
Accounts payable 54,401 49,247
Accrued salaries and expenses 265,723 149,937
Taxes payable, other than on income 81,632 166,851
--------- ----------
Total adjustments 624,384 468,446
--------- ----------
Net cash required by operating activities (332,645) 69,054
--------- ----------
Cash Flows From Investing Activities:
Capital expenditures (263,905) (134,018)
Expenditure (receipt) of cash restricted
to property and equipment additions 62,503 (27,366)
Investment in corporate joint venture (104,190) (222,634)
Security deposits - (55)
----
Net cash required by investing activities (305,592) (384,073)
--------- ----------
Cash Flows From Financing Activities:
Proceeds (repayment) of stockholder loans (59,000) 55,678
Sales of common stock 488,148 -
Addition to paid-in capital - 250,000
Loan proceeds, other related party 200,000 -
--------- ----------
Net cash provided by financing activities 629,148 305,678
--------- ----------
Net increase (decrease) in cash (9,089) (9,341)
Cash, beginning of period 23,811 12,222
--------- ----------
Cash, end of period $ 14,722 $ 2,881
========= ==========
Additional Cash Flow Information:
Interest paid during the period $ 19,379 $ 11,808
========= ==========
Non-cash investing and financing
activities:
Interest contingently payable added to
additional paid-in capital $ 24,750 $ 10,750
========= ==========
See accompanying notes to condensed consolidated financial statements.
5.
<PAGE>
ROYAL CANADIAN FOODS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1
In the opinion of the Company, the accompanying unaudited condensed consolidated
financial statements contain all adjustments (consisting of only normal
recurring accruals) necessary to present fairly the financial position as of
February 28, 1997, and the results of operations and cash flows for the three
and nine-month periods ended February 28, 1997 and February 29, 1996.
Note 2
The condensed consolidated results of operations for the three and nine-month
periods ended February 28, 1997 are not necessarily indicative of the results to
be expected for the full fiscal year.
Note 3
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has incurred operating
losses since inception and at February 28, 1997 has an accumulated deficit of
$2,758,674 and a total stockholders' deficit of $841,566. Also at such date, the
Company has negative working capital of $1,676,708. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
Management is planning another public offering of its equity securities, this
time on a firm commitment basis. If consummated, such offering will result in
sufficient equity and working capital to finance the Company's planned
restaurant expansion as well as its wholesale distribution division. Management
also believes that it will ultimately attain profitable operations although
there is no assurance that such goal will be achieved. The accompanying
financial statements do not include any adjustment relating to the
recoverability and classification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary if the Company is unable
to continue in existence. (See Notes 4, 6, 7, 8, 9, 10 and 11).
Note 4
The Company's president and principal stockholder has extended the maturity date
of $200,000 of his unsecured loan to March 31, 1998, subject to mandatory
earlier prepayment if the Company completes another public offering of its
common stock prior thereto. (See Note 10). At February 28, 1997, such loan
totalled $319,206, of which $119,206 is accordingly classified as a current
liability.
Note 5
On July 27, 1996, the Company's joint venture restaurant located at 1216
Washington Avenue in Miami Beach, Florida opened for business. Total development
costs were approximately $375,000. The joint venture lost $111,938 and $195,922,
respectively, for the quarterly and year-to-date periods ended February 28,
1997. After recording its fifty percent share of this loss, the Company's
investment in the joint venture is $186,992.
6.
<PAGE>
ROYAL CANADIAN FOODS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 6
The Company's investment in the corporate joint venture was funded principally
from the proceeds of a financing commitment from a third party investor. Of the
total $300,000 commitment, $275,000 has been advanced. The agreement provides
that repayment of the principal together with interest thereon at the rate of
12% is required only in the event of and from the proceeds of a public offering
of the Company's common stock.
On August 30, 1996, certain restrictions regarding the allocation and use of the
funds for development purposes were eliminated. In October 1996, the investor
waived all restrictions on the use of the amounts advanced under the agreement;
as amended, the agreement requires only that the Company use the funds in its
operations.
Note 7
In July and August of 1996, the Company sold a total of 129,101 newly issued
shares of common stock, all at a price of $2.00 per share, or $258,202 in the
aggregate.
In January 1997, the Company sold, in two transactions, a total of 114,973 newly
issued shares of common stock, all at a price of $2.00 per share, or $229,946 in
the aggregate.
All of the above shares were sold pursuant to Regulation "S" of the Securities
Act of 1933.
Note 8
The Company's research and development expenditures for its wholesale
distribution division were as follows for the three and nine-month periods ended
February 28, 1997:
Three Nine
Months Months
-------- --------
Product development and analysis $ 47,316 $174,166
Package designing 81,340 330,229
Shows, marketing and other 31,672 109,783
-------- --------
Total research and development expenses $160,328 $614,178
======== ========
Note 9
On September 16, 1996, the Company borrowed an additional $100,000 from the
affiliate of the third party investor who provided the $300,000 restaurant
financing commitment. This loan also bears interest at 12% and is due December
31, 1997, except that it must be prepaid from the proceeds of a public offering
should one be consummated prior thereto. At February 28, 1997, interest accrued
on the $200,000 of loan principal totals $14,000.
7.
<PAGE>
ROYAL CANADIAN FOODS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 10
On November 19, 1996, the Company's underwriter agreed to amend its letter of
intent for the Company's second public offering of its equity securities to
change from a best-efforts type to a firm commitment type underwriting, which
generally provides that all shares will be sold if one is sold, and also to
reduce the exercise price of the underwriter's stock purchase warrants from 165%
of the public offering price to 120% thereof.
Note 11
On March 25, 1997, the Company incorporated a new, wholly-owned, Florida
subsidiary, Begare Enterprises, Inc. The new subsidiary immediately acquired the
leasehold improvements and various restaurant equipment at 1505 Washington
Avenue, Miami Beach, Florida, at which it will develop a Royal Canadian Womlett
House Restaurant. The subsidiary entered into a ten-year lease for the premises,
which lease is cancelable without penalty after five years. Annual rents for the
non-cancelable term, which commenced April 1, 1997 with a two-month rent
holiday, increase yearly from $25,560 to $29,902. Rents for the second five
years increase from $31,098 to $36,377. The initial acquisition cost was
$50,000. The Company estimates the total development costs for this restaurant,
which is expected to open in July 1997, will be $275,000.
Note 12
Loss per share is based upon the loss for each period divided by the weighted
average number of common shares outstanding during each period. Common stock
purchase warrants, exercisable until October 7, 1998, are required to be
considered when calculating loss per share. However for the three and nine-month
periods ended February 28, 1997 and February 29, 1996, the effect of the common
stock purchase warrants is anti-dilutive and is therefore ignored.
8.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Sales for the quarter ended February 28, 1997 increased by $161,483 to $795,397
from $633,914 for the quarter ended February 29, 1996, a 25.5% increase. The
Company operated three restaurants throughout both quarterly and year-to-date
periods. Sales for the 1997 quarter increased at all three restaurants with
percentage sales gains of 75%, 14%, and 12%, for the Third Avenue, Broadway and
Second Avenue locations, respectively. Management attributes the sales gains
generally to continuing improvements in operations arising from using better
qualified, more experienced chefs in each restaurant as well as a full-time
manager for each location. The 75% gain for Third Avenue reflects in part the
smaller, earlier period base amount to which the increase is compared for the
Company's newest restaurant, still the smallest in terms of sales. The 14%
increase at the Broadway location was spurred by significant improvements and
renovations to the physical premises. Sales increases over the second quarter of
fiscal 1997 were 8% in the aggregate and 20% for Third Avenue and 8% for Second
Avenue, reflecting seasonal gains. Quarter to quarter sales at Broadway were
virtually unchanged. For the nine months, total sales increased by $597,494, or
38.6% to $2,147,022 in 1997 from $1,549,528 in 1996.
Cost of sales increased by $49,722 to $252,489 from $202,767 for the quarter and
by $181,630 to $693,135 from $511,505 for the nine months, increases of 24.5%
and 35.5%, respectively, paralleling the sales increases. As a percentage of
sales, these costs decreased by 0.3% to 31.7% from 32.0% for the quarter and by
0.7% to 32.3% from 33.0% for the nine months. The improvement in gross margins
is a product of the greater efficiency of raw food use associated with higher
sales. On a quarter-to-quarter basis within the current year, cost of sales
declined by 0.8%.
Restaurant labor expenses increased by $3,830 or 2.6% to $149,300 from $145,470
for the quarter and by $91,028, or 27.3% to $423,881 from $332,853 for the nine
months, reflecting principally the staffing additions made during the first two
quarters of 1997 as well as the actual sales gains. As a percentage of sales,
labor costs decreased by 4.1% to 18.8% from 22.9% for the quarter and by 1.8% to
19.7% from 21.5% for the nine months, reflecting increased productivity now that
a larger sales base has been attained. The quarter to quarter comparison within
the current year shows a 0.4% decrease from 19.2%, again reflecting productivity
gains. Management believes these productivity gains indicate it now has the
proper level of management, culinary and general staff at each location, and is
hopeful of additional sales gains with continued disproportionately less added
labor costs as operations continue to improve and become more efficient.
Rent expense increased by $438 to $70,726 from $70,288 for the quarter and by
$3,603 to $210,337 from $206,734 for the nine months, increases of 0.6% and
1.7%, respectively. The increases reflect quarterly variations in pass-thru
items from landlords. As a percentage of sales, rent declined by 2.2% to 8.9%
from 11.1% for the quarter and by 3.5% to 9.8% from 13.3% for the year-to date.
9.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations (continued)
The quarter to quarter comparison within the current year shows a 0.7% decrease,
reflecting the increase in sales relative to rent expense.
Other occupancy and operating expenses increased by $52,200 to $161,761 from
$109,561 for the quarter and by $30,373 to $454,794 from $424,421 for the nine
months, increases of 47.6% and 7.2%, respectively. As a percentage of sales,
these expenses increased by 3.0% to 20.3% from 17.3% for the quarter but
decreased by 6.2% to 21.2% from 27.4% for the nine months. The increase for the
quarter reflects cyclical variations, principally in supply, repair and cleaning
costs, which increased by 1.4%, 1.1% and 0.7% of sales, respectively. The
decrease as a percentage of sales for the nine-month period reflects the
economies of scale now being realized by the Company as a number of the costs in
this category are fixed or semi-fixed in nature. The quarter-to-quarter
comparison within the current year shows an increase as a percentage of sales of
1.7% from 18.6%, principally reflecting the cyclical variations referred to
above.
Selling, general and administrative expenses rose by $21,044 to $158,573 from
$137,529 for the quarter and by $100,417 to $532,869 from $432,452 for the nine
months, increases of 15.3% and 23.2%, respectively. As a percentage of sales,
these expenses decreased by 1.8% to 19.9% from 21.7% for the quarter and by 3.1%
to 24.8% from 27.9% for the year-to-date period. The decreases as a percentage
of sales for the quarter and year-to-date periods were principally attributable
to the effect of the sales increase on officers' salaries which, while constant
in dollar amounts, declined by 2.1% and 3.7% of sales, respectively. All other
general an administrative expenses increased by 0.3% for the quarter and 0.6%
for the nine months. The quarter-to-quarter comparison within the current fiscal
year reflects an improvement of 7.7% of sales, due to cyclical variations,
principally in professional fees.
Research and development expenditures for the new wholesale distribution
division were $160,328 or the quarter and $614,178 for the nine months. (See
Note 8 to the Condensed Consolidated Financial Statements)
The Company's share of losses incurred by its Florida joint-venture was $55,969
for the quarter and $97,961 for the nine months. (See Note 5 to the Condensed
Consolidated Financial Statements)
10.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations (continued)
Interest expense increased by $14,411 to $29,701 from $15,290 in the quarter and
by $35,941 to $76,896 from $40,955 for the nine months reflecting (i) interest
of $5,956 for the quarter and $18,767 for the nine months on officer loans
outstanding bearing interest at 9% (see Note 4 to the Condensed Consolidated
Financial Statements); (ii) interest of $8,250 for the quarter and $24,750 for
the nine months recognized on the $275,000 contingent liability (see Note 6 to
the Condensed Consolidated Financial Statements); (iii) interest of $6,000 for
the quarter and $14,000 for the nine months on the other (non-contingent) third
party loan (see Note 9 to the Condensed Consolidated Financial Statements); and
(iv) incidental interest on certain late-paid sales tax and rent tax payments.
Due to operating losses sustained, no income taxes were incurred in either
quarterly or year-to-date period.
Liquidity
The Company's working capital deficit increased by $676,029 from $1,000,679 at
May 31, 1996 to $1,676,708 at February 28, 1997, in part due to the
classification (from long-term) to current of $314,000 of notes payable to
related parties due on December 31, 1997. The Company's unrestricted cash
balance decreased by $9,089 to $14,722 at February 28, 1997.
Operating activities required $332,645. Significant non-cash items included
deferred income, deferred rent, depreciation and certain interest items of $469,
$14,690, $63,827 and $57,517, respectively. A further non-cash item was the
$97,961 share of the Florida joint-venture's initial period loss. Changes in
applicable assets and liabilities related to operations provided $389,920.
Investing activities required $263,905 for capital expenditures. Additional
investments in the Florida joint-venture required $104,190. Expenditures of cash
of $62,503 restricted by the related financing agreement to property and
equipment additions were recorded as investing inflows. As a result, investing
activities required a net outflow of $305,592.
Financing activities provided $629,148. Sales of stock at $2.00 per share
pursuant to Regulations "S" of the Securities Act of 1933 provided $488,148. The
new (non-contingent) third party loan provided $200,000. A stockholder loan
repayment required $59,000.
At February 28, 1997, the Company's liquidity and financial condition reflected
deficiencies in net working capital and stockholders' equity of $1,676,708 and
$841,566 respectively. The Company is planning a second public offering for
gross proceeds of $6,000,000 on a firm commitment basis. There is no assurance
that such offering will be consummated.
11.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations (continued)
The Company has been proceeding with the development of a new wholesale
distribution division. The Company will need additional funds to complete such
development and commence its wholesale operations; either from the proceeds of
the planned public offering or from interim or alternate debt or equity
financing or a combination thereof.
The Company will also seek to develop up to three new restaurants in Florida,
most likely through wholly owned subsidiaries rather than joint-ventures. The
funds for these new restaurants are expected to come from the public offering.
In March 1997, the Company formed one such new subsidiary which has entered into
a lease and acquired certain related improvements and restaurant equipment. The
total costs estimated to develop the new restaurant are estimated at $275,000.
(See Note 11 to the Condensed Consolidated Financial Statements).
In addition to consummating its entry into wholesale distribution as well as
developing new restaurants, the Company must find a way to make both its
existing and planned new operations and/or locations profitable. While sales
gains at the New York restaurants are encouraging, profitable operations are
critical to the Company's long-term viability; to reach the long-term goal, the
near-term critical need is to consummate the necessary financing to implement
the Company's expansion plans. The continuation of the Company as a going
concern is dependent thereon.
PART II. OTHER INFORMATION
Item 1-5. Not Applicable
Item 6. Exhibits and Reports on Form 8-K
On January 27, 1997 and February 14, 1997 the Company filed Current Reports on
Form 8-K reporting the sales of 79,982 shares and 34,991 shares, on January 9,
1997 and January 30, 1997, respectively, of the Company's common stock, all at a
price of $2.00 per share, pursuant to Regulation S of the Securities Act of
1933.
12.
<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.
ROYAL CANADIAN FOODS CORP.
Date: June 6, 1997 By:/s/Sheldon Golumbia
----------------------------
Sheldon Golumbia, President
and Principal Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAY-31-1997
<PERIOD-END> FEB-28-1997
<CASH> 14,722
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 14,570
<CURRENT-ASSETS> 65,669
<PP&E> 946,288
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,280,968
<CURRENT-LIABILITIES> 1,742,377
<BONDS> 0
0
0
<COMMON> 1,917,108
<OTHER-SE> (2,758,674)
<TOTAL-LIABILITY-AND-EQUITY> 1,280,968
<SALES> 2,147,022
<TOTAL-REVENUES> 2,147,022
<CGS> 693,135
<TOTAL-COSTS> 693,135
<OTHER-EXPENSES> 2,334,020
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 76,896
<INCOME-PRETAX> (957,029)
<INCOME-TAX> 0
<INCOME-CONTINUING> (957,029)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (957,029)
<EPS-PRIMARY> (.36)
<EPS-DILUTED> (.36)
</TABLE>
