UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20659
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
----------------------------------------
Commission File Number 0-24742
U.S. WIRELESS CORPORATION
(Exact name of registrant as specified in is charter)
Delaware 13-3704059
(State or other jurisdiction of incorporation or (I.R.S. Employer
organization) Identification No.)
2694 Bishop Drive, San Ramon, California 94583
(Address of principal executive offices) (Zip Code)
(510)830-8801
(Registrant's telephone number, including area code)
AMERICAN TOYS, INC.
(Former name, former address and former fiscal year if changed from last report)
Check whether the issuer (1) has filed all documents and 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 TO CORPORATE ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan conformed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
Common stock, par value $.01 per share: 8,533,130 shares outstanding as of
September 30, 1996.
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U.S. WIRELESS CORPORATION AND SUBSIDIARIES
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TABLE OF CONTENTS
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PART I. FINANCIAL INFORMATION:
ITEM 1. FINANCIAL STATEMENTS
Consolidated condensed balance sheets as of September 30, 1996 (unaudited)
and March 31, 1996 (restated) 3
Consolidated condensed statements of operations (unaudited) for the three
and six months ended September 30, 1996 and 1995 4
Consolidated condensed statements of cash flows (unaudited) for the three
and six months ended September 30, 1996 and 1995 5
Notes to consolidated condensed financial statements 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSES OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 10
PART II. OTHER INFORMATION
ITEM 5. Other information 13
Signatures 14
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<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. - FINANCIAL STATEMENTS
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U.S. WIRELESS CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
September 30, 1996 March 31, 1996
ASSETS (Unaudited) (Restated - Note)
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Current Assets:
Cash $4,297,198 $75,181
Accounts receivable -- 121,586
Merchandise inventories -- 6,259,084
Due from stockholder -- 217,723
Other current assets -- 331,111
-- -------
Total current assets 4,297,198 7,004,685
Equipment, improvements and fixtures, net of
accumulated depreciation and amortization 60,710 1,858,538
Due from stockholder 112,818
Investment in common stock 1,800,000 --
Excess of cost over basis of net assets acquired, net
of accumulated amortization 2,225,000
Other assets -- 457,526
-- -------
Total assets $8,495,726 $9,320,749
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Note payable $-- $3,403,025
Accounts payable and accrued expenses 99,474 3,191,695
Due to affiliates -- 567,070
-- -------
Total current liabilities 99,474 7,161,790
Deferred rent liability -- 197,935
-- -------
Total liabilities 99,474 7,359,725
Minority interest 1,113,225 --
Redeemable preferred stock -- 87,680
Stockholders' Equity:
Common stock 112,151 35,760
Additional paid-in capital 16,479,487 9,597,878
Accumulated deficit (9,308,611) (7,210,294)
---------- --------
Sub-total stockholder's equity 7,283,027 2,423,344
Less: stock subscription receivable -- (550,000)
- -------
Total stockholders' equity 7,283,027 1,873,344
--------- ---------
Total liabilities and stockholders' equity $8,495,726 $9,320,749
========== ==========
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See accompanying notes to consolidated condensed financial statements.
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<TABLE>
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U.S. WIRELESS CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Six Months Ended
September 30, September 30.
------------------------------------------------
1996 1995 1996 1995
- - ---------------------------------------------------------------- -------------------
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Net sales 1,839,435 3,967,276 5,024,338 8,105,590
Costs and expenses:
Cost of sales 1,277,677 2,795,231 3,429,395 5,428,579
Operating expenses 1,050,236 2,068,696 2,897,494 4,534,756
Common stock of subsidiary
issued for compensation 424,000 -- 424,000 --
Amortization of excess cost over
basis of net assets acquired 25,000 -- 31,542 --
Interest expense and financing
costs net of interest income 30,298 96,042 209,472 181,551
------
Total costs and expenses 2,807,211 4,959,969 6,991,903 10,144,886
Loss before minority interest (967,776) (992,693) (1,967,565) (2,039,296)
Minority interest in net losses
of subsidiaries 358,886 283,333 633,295 588,193
------- ----------------------
Net loss (608,890) (709,360) (1,334,270) (1,451,103)
Loss per common equivalent share:
Loss before minority interest $(.14) $(.30) $(.37) $(.65)
Minority interest in net loss .05 .09 .12 .19
-- --------------------------------------
Net loss $(.09) $(.21) $(.25) $(.46)
====== ====== ====== ======
Weighted average number of common shares
outstanding 6,739,608 3,260,980 5,377,289 3,138,480
========= ========= ========= =========
</TABLE>
see accompanying notes to consolidated condensed financial statements.
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<TABLE>
<CAPTION>
U.S. WIRELESS CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
Increase (Decrease) in Cash
Six Months Ended September 30,
1996 1995
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(1,334,270) $(1,451,103)
Adjustments to reconcile net loss to cash used for operating activities:
Depreciation and amortization 224,930
Amortization of excess of cost over net
assets acquired 31,542 39,254
Minority interest in net losses of subsidiaries (633,295) (588,193)
Issuance of common stock for compensation
and financing costs 440,000 151,900
Increase (decrease) from changes in assets and
liabilities, net of effects of spin-off of subsidiary:
Accounts receivable (165,207) 160,604
Merchandise inventories (1,743,239) (1,845,551)
Other current assets 180,310 (80,666)
Deposits (2,000) 2,102
Accounts payable 1,717,705 2,164,359
Accrued expenses (126,635) (225,697)
Deferred rent liability (20,823) (15,000)
------- -------
Net cash used for operating activities (1,430,982) (1,498,567)
----------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Equipment, improvements and fixtures acquired (220,932) (67,067)
--------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 4,406,000 675,000
Repayments of stockholder's advances (494,248) (315,601)
Proceeds from note payable 1,465,859 1,092,361
Payment on capital lease obligations -- (41,179)
Proceeds from issuance of preferred stock 584,000
Redemption of Series B redeemable preferred stock (87,680) (155,404)
------- --------
Net cash provided by financing activities 5,873,931 1,255,177
--------- ---------
NET INCREASE (DECREASE) IN CASH 4,222,017 (310,457)
CASH, beginning of period 75,181 401,010
------ -------
CASH, end of period $4,297,198 $90,553
========== ======
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U.S. WIRELESS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1- BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principals for
interim financial information and the instructions to Form 10-QSB. Accordingly,
they do not include all the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the opinion
of management, the interim financial statements include all adjustments
considered necessary for a fair presentation of the Company's financial position
and its results of operations and cash flows. The results of operations for the
three and six month periods September 30, 1996 are not necessarily indicative of
the results to be expected for the full fiscal year. For further information,
refer to the Company's Annual Report on Form 10-KSB for the year ended March 31,
1996, filed with the Securities and Exchange Commission.
NOTE 2 - GENERAL
U.S. Wireless Corporation (USWC or the Company) changed its name from
American Toys, Inc. on October 21, 1996.
In June 1996, European Venture Corp. (EVC), an affiliate of the Company's
then President, exercised its option and acquired 3,106,005 shares of the
Company's Common Stock in exchange for 400,000 shares of common stock of
Multimedia Concept International, Inc. (MMCI). MMCI is a publicly-held company
whose shares are traded on the Nasdaq Small Cap Stock Market.
With the acquisition of 3,106,005 shares of the Company's Common Stock, EVC
became a 78% majority stockholder of the Company.
NOTE 3 - INVESTMENT IN PLAY CO. TOYS & ENTERTAINMENT CORP.
On June 20, 1996, the Company, which owned 2,548,930, or approximately
66.0% of the 3,863,530 issued and outstanding $.01 par value common shares of
Play Co. Toys & Entertainment Corp. (PCT) as of such date pursuant to the
consent of its then majority stockholders, Mister Jay Fashions International,
Inc. (Mr. J) and EVC, executed a written consent authorizing PCT to amend its
certificate of incorporation such that (i) PCT's Series D Preferred Stock was
converted into 1,157,028 shares of PCT's Common Stock based on the average
closing bid price for the ninety (90) day period from March 31, 1996 to May 30,
1996 ($1.21) resulting in the Company holding 3,741,958 of the then total
5,020,558 shares of PCT's common stock (or approximately 74%), and (ii) PCT's
Series E Preferred Stock shall be separated into two classes; the Class I Series
E Preferred Stock, which shares shall be convertible at any time into twenty
(20) shares of PCT's $.01 par value Common Stock, and the Class II Series E
Preferred Stock, which shares shall be convertible two (2) years from issuance
into twenty shares of PCT's common stock.
In August 1996, the Company authorized the spin-off of its shares of PCT's
common stock by distributing the shares to its stockholders of record on August
15, 1996. As a result, a dividend of approximately $732,000, representing the
approximate net book value of the investment in PCT as of August 15, 1996, was
recorded.
NOTE 4 - RESTATEMENT OF MINORITY INTEREST
The consolidated financial statements as of March 31, 1996 have been
restated to change the method by which the Company was recording the minority
shareholders interest in PCT. The Company elected to change from one method of
accounting which records the total amount of the net proceeds received from
PCT's November 1994 initial public offering as well as all other equity
transactions subsequent thereto as the minority interest liability as opposed to
a more generally accepted accounting principles. Accordingly, the Company now
reflects the minority interest in PCT as a percentage of the net assets of PCT.
The cumulative effect of this change in accounting method was a reduction of the
minority interest liability and an increase in the Company's stockholders'
equity of $2,413,973 as of March 31, 1996.
As of September 30, 1996, the Company no longer reflects a minority
interest liability relative to PCT as a result of the spin-off of that
investment, as described in Note 3.
The effect of the change in accounting principle on the results of
operations and cash flows for the prior year's three and six month periods ended
September 30, 1995 was insignificant as the nature of the adjustment represented
a reclassification between liabilities and equity in the Company's balance
sheet.
As of September 30, 1996, the minority interest liability results from the
acquisitions and activities of Labyrinth and Mantra (Note 5).
NOTE 5 - ACQUISITIONS
Labyrinth Communication Technologies Group, Inc. (Labyrinth)
On July 31, 1996, USWC consummated a stock purchase agreement and acquired
51% of the outstanding shares of common stock of Labyrinth, whereby 20% of the
shares were acquired for $2,000,000 from Labyrinth and an additional 31% was
acquired from the principal stockholder of Labyrinth for 2,250,000 shares of the
Company's Common Stock. Upon consummation of this acquisition, the founding
shareholder of Labyrinth, Dr. Oliver Hilsenrath, became the Company's President
and Chief Executive Officer. Labyrinth is a development stage company engaging
in the research and development of wireless communications technology.
Mantra Technologies, Inc. (Mantra)
On July 31, 1996, USWC consummated an agreement and acquired 51% of the
outstanding common shares of Mantra and an option to acquire the remaining 49%
of the outstanding shares of common stock for an aggregate purchase price of
$500,000. Pursuant to the terms of the agreement, the Company has the right to
acquire the remaining 49% of the outstanding shares of common stock in exchange
for an aggregate 1,000,000 shares of the Company's Common Stock. In order for
the Company to exercise its options, the closing bid price of its Common Stock
must have been at least $5.00 for the thirty (30) trading days prior to the date
of exercise. Mantra is a development stage company which is developing an
advanced user interface for the InterNet and other data bases.
NOTE 6 - CANCELLATION OF STOCK SUBSCRIPTION RECEIVABLE
The Company's previous majority stockholder, Mr. J, exercised its right,
pursuant to the terms of a special warrant, and purchased 68,750 shares
(retroactively effected for a one for four reverse split of the Company's Common
Stock effected in April 1996) of the Company's Common Stock at $8.00 per share
(retroactively effected for a one for four reverse split of the Company's Common
Stock effected in April 1996) and issued a twelve month promissory note for
$550,000 bearing interest at 8% per annum. The note, together with accrued
interest of $32,083 and the related shares of Common Stock, was canceled by
mutual agreement on July 15, 1996
NOTE 7 -CAPITAL TRANSACTIONS
Private Placement Offerings
During July 1996, the Company commenced and completed a private placement
of its Common Stock, whereby it sold 600,000 shares of its Common Stock for
gross proceeds of $1,500,000.
Also, as of July 31, 1996, Labyrinth completed a private placement of its
common stock resulting in the sale of 79,000 for gross proceeds totaling
$948,000.
Form S-8 Registration Statement
On July 23, 1996, pursuant to a Form S-8 Registration Statement filed with
the Securities and Exchange Commission, the Company registered 3,250,000 shares
of Common Stock underlying options held by the Company's former President and
current vice-president. Of the 3,250,000 options, 1,000,000 were exercisable at
$1.00 per share and were exercised in full on July 31, 1996. The remaining
2,250,000 options are exercisable at $1.33 per share until December 31, 1996 of
which 751,880 were exercised in August 1996 for an aggregate $1,000,000. No
shares have been resold pursuant to this registration statement.
Increase in Authorized Shares of Common Stock
On October 21, 1996, the Company amended its Certificate of Incorporation
to increase the number of authorized shares of its Common Stock from 10,000,000
to 40,000,000. The amendment was authorized by certain stockholders beneficially
owning a majority of the outstanding shares of Common Stock. The Company's
stockholders were notified of the proposed amendment and consent thereto in an
information statement mailed to the stockholders on September 27, 1996. (See
Note 2.)
Shares Issued for Compensation
During the three months ended September 30, 1996, 106,000 shares of
Labyrinth common stock were issued to certain of Labyrinth's officers and key
employees in connection with employment agreements.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
General
The Company was originally organized in February 1993. Historically,
through August 15, 1996, the Company's results of operations have related
primarily to the Company's majority-owned subsidiary, Play Co. Toys. &
Entertainment Corp. (PCT). As discussed in Note 3 to the financial statements,
the Company's shares of PCT was spun-off to the Company's stockholders and
recorded as a dividend effective August 15, 1996. With the acquisition of 51% of
the common stock of each of Labyrinth Communication Technologies Group, Inc.
(Labyrinth) and Mantra Technologies, Inc. (Mantra) as of July 31, 1996, the
Company has changed its business focus from that of a holding company for the
retail operations for PCT to a holding company for research and development in
the technology industry, in particular, that related to wireless communication
and InterNet and data base interface technology.
Therefore, the results of operation for the portion of the three and six
month periods ended September 30, 1996 that the Company maintained its
investment in PCT, until its spin-off effective August 15, 1996, are not
directly comparable to the full three and six month periods ended September 30,
1995. Additionally, as the Company has divested itself of its investment in PCT,
the results of operations through September 30, 1996 are not an indication of
any future results of operations.
RESULTS OF OPERATIONS
Three Months Ended September 30, 1996 as Compared to the Three Months Ended
September 30, 1995
The Company had net sales of $1,839,435 during the three months ended
September 30, 1996 as compared to sales of $3,967,276 for the three months ended
September 30, 1996. The decrease in sales is due to overall decreased sales of
PCT and the inclusion of only 46 days of activity in the three month period
ended September 30, 1996 as compared to 92 days in the period ended September
30, 1995.
Cost of sales, operating expenses and interest and financing costs for the
three month period ended September 30, 1996 also decreased from the amounts for
the prior year due to the short period of the Company's majority-ownership of
PCT during the three-month period ended September 30, 1996.
Operating activities for Labyrinth and Mantra were relatively insignificant
for the period from July 31, 1996, the date of acquisition of the 51% majority
interest, to September 30, 1996. Labyrinth, however, did record compensation
expense of $424,000 relative to 106,000 shares of its common stock issued to its
officers and key employees.
For the three months ended September 30, 1996, the Company recorded $25,000
of amortization of the excess of cost over basis of the net assets acquired in
the Labyrinth acquisition.
As a result, the Company recorded a net loss, after adjustment for minority
interest in PCT, of $(608,890), or $(.09) per share, for the three months ended
September 30, 1996 as compared to a net loss after adjustment for minority
interest in PCT of $(709,360), or $(.21) per share, for the three months ended
September 30, 1995.
Six Months Ended September 30, 1996 as Compared to the Six Months Ended
September 30, 1995
The Company had net sales of $5,024,338 during the six months ended
September 30, 1996 as compared to sales of $8,105,590 for the six months ended
September 30, 1996. The decrease in sales is due to overall decreased sales of
PCT and the inclusion of only 138 days of activity in the three month period
ended September 30, 1996 as compared to 183 days in the period ended September
30, 1995.
Cost of sales, operating expenses and interest and financing costs for the
three month period ended September 30, 1996 also decreased from the amounts for
the prior year due to the short period of the Company's majority-ownership of
PCT during the three -month period ended September 30, 1996.
Operating activities for Labyrinth and Mantra were relatively insignificant
for the period from July 31, 1996, the date of acquisition of the 51% majority
interest, to September 30, 1996. Labyrinth, however, did record compensation
expense of $424,000 relative to 106,000 shares of its common stock issued to its
officers and key employees.
For the three months ended September 30, 1996, the Company recorded $25,000
of amortization of the excess of cost over basis of the net assets acquired in
the Labyrinth acquisition.
As a result, the Company recorded a net loss after adjustment for minority
interest in PCT, of $(1,334,270), or $(.25) per share, for the six months ended
September 30, 1996 as compared to a net loss after adjustment for minority
interest in PCT of $(1,451,103), or $(.46) per share, for the six months ended
September 30, 1995.
Research and Development - Future Operations
Labyrinth anticipates that the research and development stage of its
planned products will continue for approximately six months while testing of the
planned products may require an additional twelve months. Therefore, Labyrinth
does not anticipate receiving any revenues from operations for at least eighteen
months. The funds raised by Labyrinth through private placement and its sale of
the 51% to the Company will be used for general corporate purposes including
salaries, fees and expenses, as well as for developing prototypes and,
eventually, the initial marketing of its planned products.
Likewise, Mantra is also in the development stage and working on the
development of a software package that operates in the background of the
personal computer to access InterNet data which correlates to the users'
personality/profile and business objectives; which service shall be designed to
optimize search time and use of the InterNet. Mantra is currently developing the
technology and working on the development of a prototype.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1996, the Company has working capital totaling $4,197,724.
At September 30, 1996, the Company has $4,297,198 in business checking and money
market accounts. These funds resulted from the following:
(i) Issuance of 1,000,000 shares of Common Stock upon exercise of options
in July 1996 for $1,000,000;
(ii) Issuance of 600,000 shares of Common Stock upon completion of a
private placement in July 1996 for $1,500,000 less offering costs of $42,000;
(iii) Issuance of 79,000 shares of Labyrinth common stock in July 1996 for
$948,000; and
(iv) Issuance of 751,880 shares of Common Stock upon exercise of options on
August 1996 for $1,000,000.
The Company believes that its available cash as of September 30, 1996 will
be sufficient to fund its operating needs through the balance of the fiscal
year.
Trends Affecting Liquidity, Capital Resources and Operations
As the nature of the Company's operations have shifted to development stage
operations, management is currently not aware of any trends that may affect its
liquidity, capital resources and operations.
However, the Company's future operations could be adversely affected if the
Company's timetable for the development, marketing and manufacturing of its
products exceeds the available capital resources. The primary initial expenses
of the new operations will include the salaries of its officers, who comprise
the research and development team. The Company may need additional financing in
order to complete its product development and testing for marketing and sales.
The Company's limited resources, in addition to its anticipated continued
research, development and testing for approximately 12-18 months or until about
January 1998, may cause significant strain on the Company's management,
technical, financial and other resources.
Inflation and Seasonality
Inflation and seasonality are currently not expected to have a material
effect on the Company's liquidity, capital resources and operating activities.
PART II - OTHER INFORMATION
ITEM 1 - Legal Proceedings:
NONE
ITEM 2. - Changes in Securities
Effective as of October 21, 1996, the Company amended its Certificate of
Incorporation to increase the number of authorized shares of its Common Stock
from 10,000,000 to 40,000,000. The amendment was authorized by certain
stockholders beneficially owning a majority of the outstanding shares of Common
Stock. The Company's stockholders were notified of the proposed amendment and
consent thereto in an information statement mailed to the stockholders on
September 27, 1996.
ITEM 3 - Defaults Upon Senior Securities
NONE
ITEM 4 - Submission of Matters to a Vote of Security Holders
See Item 2 above.
ITEM 5 - Other Information
On November 12, 1996 the Company entered into a memorandum of understanding
to form a strategic alliance with Zeta, a division of Sierra Networks, Inc.
("Zeta"), for the development and manufacture of the Company's FlyBeam (TM)
product. The FlyBeam (TM) is an infrastructure product designed to interface
with current base station hardware to enhance cellular capacity beyond current
saturation levels. The product shall increase capacity by efficiently accessing
each sectors capability. Subject to a formal agreement, Zeta is presently
providing the Company with hardware and equipment, technical support and testing
facilities in order for the Company to expedite the process of developing and
initially testing the FlyBeam (TM). It is anticipated that upon entering into a
formal agreement, Zeta's and the Company's project managers shall work closely
with the development staff in configuring the products hardware design and
production line set up in coordinating a manufacturing plan for the FlyBeam
(TM). It I s the intent of the parties that pursuant to Zeta's development of a
manufacturing plan, it shall produce the initial FlyBeams (TM) on behalf of the
Company in preparing its Alpha and Beta site testing.
ITEM 6 - Exhibits and Reports on Form 8-K
(i) A Form 8-K, dated July 11, 1996, was filed regarding the acquisitions
of the majority interests in Labyrinth Communication Technologies Group, Inc.
and Mantra Technologies, Inc.
(ii) A Form 8-K, dated November 4, 1996, was filed regarding the Company's
decision to make a change in its independent public accountants from Scarano &
Lipton, P.C.
<PAGE>
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 thereunto duly authorized.
U.S. Wireless Corporation
(Registrant)
November 18,1996 /s/ Dr. Oliver Hilsenrath
Date Dr. Oliver Hilsenrath
Chief Executive Officer, President and Director
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary information extracted from the Balance
Sheet, Statement of Operations, Statement of Cash Flows and Notes thereto
incorporated in Part I, Item I of this Form 10-QSB and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 4,297,198
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4,297,198
<PP&E> 61,739
<DEPRECIATION> 1,029
<TOTAL-ASSETS> 8,495,726
<CURRENT-LIABILITIES> 99,474
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 7,283,027
<TOTAL-LIABILITY-AND-EQUITY> 8,495,726
<SALES> 5,024,338
<TOTAL-REVENUES> 5,024,338
<CGS> 3,429,395
<TOTAL-COSTS> 3,429,395
<OTHER-EXPENSES> 3,353,036
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 209,472
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,334,270)
<EPS-PRIMARY> (.25)
<EPS-DILUTED> (.25)
</TABLE>
