MARKED TO SHOW CHANGES
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
to
FORM 10-QSB/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended June 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 0-23530
TRANS ENERGY, INC.
(Exact name of small business issuer as specified in its charter)
Nevada 93-0997412
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
210 Second Street, P.O. Box 393, St. Marys, West Virginia 26170
(Address of principal executive offices)
Registrant's telephone no., including area code: (304) 684-7053
Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
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.
Class Outstanding as of June 30, 1998
Common Stock, $.001 par value 2,138,450
<PAGE>
TABLE OF CONTENTS
Heading Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements . . . . . . . . . . . . . . . . . . 3
Consolidated Balance Sheets -- June 30, 1998
and December 31, 1997. . . . . . . . . . . . . . . . . . 4
Consolidated Statements of Operations --
three and six months ended June 30, 1998
and 1997 . . . . . . . . . . . . . . . . . . . . . . . . 6
Consolidated Statements of Stockholders' Equity 7
Consolidated Statements of Cash Flows --
three and six months ended June 30, 1998
and 1997 . . . . . . . . . . . . . . . . . . . . . . . . 8
Notes to Consolidated Financial Statements . . . . . . . 10
Item 2. Management's Discussion and Analysis and
Results of Operations. . . . . . . . . . . . . . . . . . 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . . . 13
Item 2. Changes In Securities. . . . . . . . . . . . . . . . . . 14
Item 3. Defaults Upon Senior Securities. . . . . . . . . . . . . 14
Item 4. Submission of Matters to a Vote of
Securities Holders . . . . . . . . . . . . . . . . . . . 14
Item 5. Other Information. . . . . . . . . . . . . . . . . . . . 14
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . 15
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . 16
<PAGE>
PART I
Item 1. Financial Statements
The following unaudited Consolidated Financial Statements for
the period ended June 30, 1998 and December 31, 1997, have been
prepared by the Company.
TRANS ENERGY, INC.
CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1998 and December 31, 1997
<PAGE>
TRANS ENERGY, INC.
Consolidated Balance Sheets
ASSETS
June 30, December 31,
1998 1997
(Unaudited)
CURRENT ASSETS
Cash $ - $ 185,881
Accounts receivable 64,686 175,161
Prepaid and other current assets - 1,441
Total Current Assets 64,686 362,483
PROPERTY AND EQUIPMENT
Vehicles 94,589 94,589
Machinery and equipment 10,092 10,092
Pipelines 2,231,308 2,231,308
Well equipment 271,895 271,882
Wells 6,941,955 3,850,429
Leasehold acreage 767,500 597,221
Accumulated depreciation (1,823,397) (1,742,136)
Total Fixed Assets 8,493,942 5,313,385
OTHER ASSETS
Note receivable - other 100,002 -
Deposits 1,508 -
Prepaid promotion expenses 1,061,628 -
Loan acquisition costs 2,706,898 4,733
Total Other Assets 3,870,036 4,733
TOTAL ASSETS $ 12,428,664 $ 5,680,601
<PAGE>
TRANS ENERGY, INC.
Consolidated Balance Sheets (Continued)
LIABILITIES AND STOCKHOLDERS' EQUITY
June 30, December 31,
1998 1997
(Unaudited)
CURRENT LIABILITIES
Cash overdraft $ 16,133 $ -
Accounts payable - trade 1,396,788 1,250,017
Accrued expenses 432,037 72,195
Salaries payable - 64,602
Notes payable - current portion 25,313 898,098
Debentures payable 4,625,400 -
Total Current Liabilities 6,495,671 2,284,912
NET LIABILITIES IN EXCESS OF ASSETS OF
DISCONTINUED OPERATIONS 340,821 340,821
LONG-TERM LIABILITIES
Notes payable 1,744,441 792,387
Total Long-Term Liabilities 1,744,441 792,387
Total Liabilities 8,580,933 3,418,120
MINORITY INTERESTS - 250,000
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock: 30,000,000 shares authorized at
$0.001 par value; 2,138,450 and 1,415,808 shares
issued and outstanding, respectively 2,139 1,416
Capital in excess of par value 12,867,963 10,751,226
Accumulated deficit (9,022,371) (8,740,161)
Total Stockholders' Equity 3,847,731 2,012,481
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 12,428,664 $ 5,680,601
<PAGE>
TRANS ENERGY, INC.
Consolidated Statements of Operations
(Unaudited)
For the Six Months For the Three Months
Ended June 30, Ended June 30,
1998 1997 1998 1997
REVENUES
Oil and gas sales $ 473,006 $ 543,550 $ 266,768 $ 272,834
Total Revenues 473,006 543,550 266,768 272,834
COSTS AND EXPENSES
Cost of oil and gas 303,076 248,265 160,433 157,095
Salaries and wages 58,596 130,386 26,802 99,635
Depreciation and amortization 81,261 176,352 40,629 142,788
Selling, general and administrative 412,097 621,484 271,480 519,933
Total Costs and Expenses 855,030 1,176,487 499,344 919,451
Net Income (Loss) from
Operations (382,024) (632,937) (232,576) (646,617)
OTHER INCOME (EXPENSE)
Gain on sale of assets 239,129 - 239,129 -
Bad debt expense - (100,000) - (100,000)
Interest income 459 10,155 59 8,510
Interest expense (139,774) (181,167) (74,449) (144,852)
Total Other Income (Expense) 99,814 (271,012) 164,739 (236,342)
NET LOSS BEFORE INCOME TAXES
AND MINORITY INTERESTS (282,210) (903,949) (67,837) (882,959)
INCOME TAXES - - - -
NET LOSS BEFORE MINORITY
INTERESTS (282,210) (903,949) (67,837) (882,959)
MINORITY INTERESTS - - - -
NET LOSS $ (282,210) $ (903,949) $ (67,837) $(882,959)
PRIMARY LOSS PER SHARE
NET LOSS $ (0.16) $ (0.88) $ (0.14) $ (0.84)
FULLY DILUTED LOSS PER SHARE $ (0.16) $ (0.88) $ (0.14) $ (0.84)
<PAGE>
TRANS ENERGY, INC.
Consolidated Statements of Stockholders' Equity
Capital in
Common Shares Excess of Accumulated
Shares Amount Par Value Deficit
Balance, December 31, 1996 956,015 $ 956 $ 8,929,501 $(6,710,711)
Common stock issued for services
at $5.64 per share 87,500 88 492,099 -
Common stock issued for cash
at $3.84 per share 372,293 372 1,429,628 -
Contribution of capital by
shareholders - - 49,998 -
Common stock offering costs - - (150,000) -
Net loss for the year ended
December 31, 1997 - - - (2,029,450)
Balance, December 31, 1997 1,415,808 1,416 10,751,226 (8,740,161)
Common stock issued for well costs
at $4.00 per share (unaudited) 12,500 13 49,987 -
Contribution of capital by
shareholders (unaudited) - - 208,210 -
Common stock issued for cash at
$1.31 per share (unaudited) 236,312 236 310,514 -
Common stock issued for services
at $3.61 per share (unaudited) 473,830 474 1,548,026 -
Net loss for the six months ended
June 30, 1998 (unaudited) - - - (282,210)
Balance, June 30, 1998 (unaudited) 2,138,450 $ 2,139 $12,867,963 $(9,022,371)
<PAGE>
TRANS ENERGY, INC.
Consolidated Statements of Cash Flows
(Unaudited)
For the Six Months For the Three Months
Ended June 30, Ended June 30,
1998 1997 1998 1997
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (282,210) $ (903,949) $ (67,837) $(882,959)
Adjustments to reconcile net loss
to cash provided by operating
activities:
Depreciation, depletion and
amortization 81,261 176,352 40,629 142,788
Minority interest - - - -
Common stock issued for services 1,548,500 171,875 1,548,500 171,875
Changes in operating assets
and liabilities:
Decrease (increase) in accounts
receivable 10,473 61,237 23,313 (16,676)
Decrease (increase) in prepared
expenses 1,061,695 59,601 1,061,695 59,601
Decrease (increase) in loan
acquisition costs (2,702,165) - (2,702,165) -
Increase (decrease) in accounts
payable and accrued expenses 666,354 495,882 230,294 598,883
Increase (decrease) in interest
payable - (9,154) - -
Cash Provided (Used) by
Operating Activities 1,739,482 51,844 2,035,587 73,512
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of property (259,129) - (259,129) -
Expenditures for property and
equipment (3,202,689) (798,336) (2,281,280) (727,816)
Cash Provided (Used) by
Investing Activities (3,461,818) (798,336) (2,540,409) (727,816)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from debentures 4,625,400 - 4,096,525 -
Borrowings of long-term debt 259,208 1,312,700 259,208 100,000
Repayment to related parties - (410,541) - (101,962)
Common stock issued for cash 310,750 - 310,750 -
Principal payments on
long-term debt (179,939) (154,064) (90,487) (47,323)
Cash Provided (Used) by
Investing Activities 5,015,419 748,095 4,575,996 (49,285)
NET INCREASE (DECREASE) IN CASH (185,881) 1,603 - (703,589)
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 185,881 481,846 - 1,187,038
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ - $ 483,449 $ - $ 483,449
<PAGE>
TRANS ENERGY, INC.
Consolidated Statements of Cash Flows (Continued)
(Unaudited)
For the Six Months For the Three Months
Ended June 30, Ended June 30,
1998 1997 1998 1997
CASH PAID FOR:
Interest $ 139,774 $ 181,167 $ 74,449 $ 144,852
Income taxes $ - $ - $ - $ -
NON-CASH FINANCING ACTIVITIES:
Common stock issued for services $1,548,500 $ 171,875 $1,548,500 $ 171,875
Conversion of debentures to
equity $ - $ 500,000 $ - $ 500,000
Common stock issued for
well costs $ 50,000 $ - $ - $ -
<PAGE>
TRANS ENERGY, INC.
Notes to the Consolidated Financial Statements
June 30, 1998 and December 31, 1997
NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying consolidated financial statements have been
prepared by the Company without audit. 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 at June 30, 1998 and for all
periods presented have been made.
Certain information and footnote disclosures normally included in
consolidated financial statements prepared in accordance with
general accepted accounting principles have been condensed or
omitted. It is suggested that these condensed consolidated
financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's December 31,
1997 audited consolidated financial statements. The results of
operations for the periods ended June 30, 1998 and 1997 are not
necessarily indicative of the operating results for the full year.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The following table sets forth the percentage relationship to
total revenues of principal items contained in the Company's
Consolidated Statements of Operations for the three month and six
month periods ended June 30, 1998, and June 30, 1997. It should be
noted that percentages discussed throughout this analysis are
stated on an approximate basis.
Three Months Ended Six Months Ended
June 30, June 30,
1998 1997 1998 1997
(Unaudited) (Unaudited)
Total revenues . . . . . 100% 100% 100% 100%
Total costs and expenses . . 187 337 181 216
Net income (loss form
operations . . . . . . . . . . . (87) (237) (81) (116)
Other income (expense) . . . . . . 62 (87) 21 (50)
Net (loss) before income
taxes and minority
interest . . . . . . . . . . . . (25) (324) (60) (166)
Income taxes . . . . . . . . . . . - - - -
Minority interest. . . . . . . . . - - - -
Net income (loss). . . . . . . . . (25) (324) (60) (166)
Total Revenues for the second quarter ended June 30, 1998 and
the six months ended June 30, 1998 decreased 2% and 13%
respectively when compared with the corresponding periods in 1997.
This decrease is attributed to the Company's continuing decision
not to purchase gas from its suppliers at a price higher than
management believed it could profitably resell the gas and was
partially offset by higher prices and higher volumes of oil and gas
produced from Company owned wells. Total costs and expenses as a
percentage of total revenues decreased from 337% in the second
quarter of 1997 to 187% for the second quarter of 1998, and from
216% for the first six months of 1997 to 181% for the same period
in 1998. Total costs and expenses for the second quarter of 1998
decreased 46% compared to the 1997 period and decreased 27% for the
first six months of 1998, compared to the same period in 1997.
This decrease is primarily attributed to the 34% decrease in
selling, general and administrative costs which was partially
offset by the 22% increase in the cost of oil and gas due to the
Company's decision not to purchase higher priced gas from its
suppliers. Salaries and wages decreased 73% to $26,802 for the
second quarter of 1998 and decreased 55% for the first half of
1998, compared to the same periods in 1997. Depreciation and
depletion decreased 72% in the second quarter and decreased 54% for
the first half of 1998 compared to the corresponding periods in
1997. Selling, general and administrative expenses decreased 48%
to $271,480 in the second quarter and decreased 34% for the first
six months of 1998 compared to the same periods in 1997. Interest
expense decreased 49% to $74,449 for the second quarter and has
decreased 23% for the first six months of 1998 due to decreased
borrowings.
The Company's net loss was $67,837 for the second quarter with
a net loss of $282,210 for the first half of 1998 compared to
losses of $882,959 and $903,949 for the respective periods in 1997.
The Company's smaller net loss in the second quarter of 1998, as
compared to the same period in 1997, is attributed to the $248,453
(48%) decrease in Selling, General and Administrative costs, the
$72,833 decrease in salaries and wages in 1998, and a $100,000
uncollectable loan provision taken in 1997. The Company also
reported a gain of $239,129 during 1998 on the sale of certain
assets.
For the remainder of fiscal year 1998, management expects
salaries and wages to remain level and other general and
administrative expenses to remain at approximately the same rate as
for the second quarter of 1998. The cost of oil and gas produced
is expected to fluctuate with the amount produced and with prices
of oil and gas, and management anticipates that revenues are likely
to increase during the remainder of 1998.
Net Operating Losses
The Company has accumulated approximately $9,022,371 of net
operating loss carryforwards as of June 30, 1998, which may be
offset against future taxable income through the year 2011, when
the carryforwards expire. The use of these carryforwards to reduce
future income taxes will depend on the generation of sufficient
taxable income prior to the expiration of the net operating loss
carryforwards.
In the event of certain changes in control of the Company,
there will be an annual limitation on the amount of net operating
loss carryforwards which can be used. No tax benefit has been
reported in the financial statements for the period ended June 30,
1998, because the potential tax benefits of the loss carryforward
is offset by valuation allowance of the same amount.
Liquidity and Capital Resources
Historically, the Company's working capital needs have been
satisfied through its operating revenues and from borrowed funds.
Working capital at June 30, 1998 of a negative $6,430,985 decreased
from a negative $ 1,922,429 at December 31, 1997. This change is
primarily attributed to the $4,625,400 increase in face value
convertible debentures due in 1999. The Company anticipates
meeting its working capital needs during the remainder of the
current fiscal year with revenues from operations. However, it
must be noted that the Company has experienced a net loss for
several quarters and therefore may be dependent upon borrowed funds
or sales of securities to satisfy its working capital
requirements.
As of June 30, 1998, the Company had total assets of
$12,428,664 and total stockholders equity of $3,847,731 compared to
total assets of $5,680,601 and total stockholders equity of
$2,012,481 at December 31, 1997. This represents a $6,748,063
(119%) increase in total assets due primarily to the purchase of
wells, prepaid promotion expenses of $1,061,628 and loan
acquisition costs of $2,706,898, and a $1,835,250 (91%)
increase in total stockholders equity for the period due to the
issuance of stock. For this same period, cash decreased from
$185,881 to $0 and total current assets decreased 82% due to
decreased accounts receivable and cash. Total current liabilities
increased 184% primarily attributed to an increase in the Company's
accounts payable, accrued expenses and debentures payable.
At June 30, 1998, the Company's current portion of its long
term debt was $25,313. The Company currently anticipates that it
will be able to provide for its debt obligations and repayments
coming due during the remainder of 1998 from operating revenues
generated by the Company. However, it must be noted that the
Company has experienced a net loss for several quarters and, due to
the current environment of the oil and gas industry, the Company
may have to explore alternative sources of capital to satisfy its
current and ongoing obligations.
In the opinion of management, inflation has not had a material
effect on the operations of the Company.
Risk Factors and Cautionary Statements
Forward looking statements in this report are made pursuant to
the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. The Company wishes to advise readers that
actual results may differ substantially from such forward-looking
statements. Forward looking statements involve risks and
uncertainties that could cause actual results to differ materially
from those expressed in or implied by the statements, including,
but not limited to, the following: The ability of the Company to
provide for its debt obligations and to provide for working capital
needs from operating revenues, and other risks detailed in the
Company's periodic report filings with the Securities and Exchange
Commission.
PART II
Item 1. Legal Proceedings
There are no material pending legal proceedings to which the
Company is a party or to which any of its property is subject
except as set forth below.
On May 14, 1997, a complaint entitled R&K Oil Company, Inc.
vs. Vulcan Energy Corporation and Trans Energy, Inc. was filed in
District Court, Andrews County, Texas, 109th Judicial District
(File #14,430). The complaint alleges the Company owes R&K Oil
Company, Inc. $126,978 as a result of business transacted by Vulcan
Energy Corporation. The complaint also seeks $500,000 for breach
of contract. The Company denies all allegations and intends to
vigorously defend its position.
On March 12, 1997, a complaint entitled F. Worthy Walker vs.
Loren Bagley, William Woodburn, Mark Woodburn, Trans Energy, Inc.
and Vulcan Energy Corporation, was filed in the District Court of
Dallas, Texas (# 9702304C). The complaint alleges that the Company
breached certain contracts related to Mr. Walker's employment with
Vulcan Energy Corporation, and seeks punitive and exemplary
damages. The Company denies all allegations and intends to
vigorously defend its position. Management believes that the
results of the proceedings will not have a material adverse effect
on the Company. On February 17, 1998 the Company and the above
named defendants filed a countersuit against F. Worthy Walker
alleging breach of contract, fraud and fraudulent inducement,
conversion, and breach of fiduciary duty and seeks punitive
damages. The Company has entered into a settlement arrangement to
pay the plaintiff $120,000. However, as of the date hereof, the
Company has not made payment under the agreement.
Item 2. Changes In Securities
During the second quarter of 1998, the Company agreed to issue
473,830 shares of its common stock to various third parties as part
of a financing package agreed to in the quarter. The shares were
valued at market price on the date of the agreements. The Company
also issued 236,312 shares for the conversion of certain
outstanding indebtedness, which shares were also valued at $1.31
per share. Further, the Company issued 12,500 shares to an
individual in exchange for the advance of certain well costs. The
stock was valued at 4.00 per share. The issuances of shares were
made in private transactions in reliance on the exemption from
registration provided by Section 4 (2) of the Securities Act of
1933, as amended.
Item 3. Defaults Upon Senior Securities
This Item is not applicable to the Company.
Item 4. Submission of Matters to a Vote of Security Holders
This Item is not applicable to the Company.
Item 5. Other Information
Recent Business Developments - Proposed Merger With Natural Gas
Technologies, Inc.
On March 24, 1998, the Company entered into a Plan and
Agreement of Merger with National Gas Technologies, Inc. ("NGT"),
a Dallas, Texas based exploration company, pursuant to which NGT
will be merged with and into the Company with the Company being the
surviving corporate entity. The merger will be accomplished by way
of the exchange of 100% of the issued and outstanding shares of NGT
common stock and preferred stock for shares of the Company's common
stock. The exchange ratio will result in the present NGT
shareholders owning at least 75% of the total number of issued and
outstanding shares of the Company's common stock immediately after
the completion of the merger. The merger is subject to shareholder
approval of both corporations and the effectiveness of the
Company's registration statement which will be filed on Form S-4.
Upon completion of the merger, NGT's Vice President, Michael
Stewart, shall serve as President, Chief Operating Officer and a
director of the Company. The Board of Directors shall consist of
five directors after completion of the merger. The Company's
current President, Loren E. Bagley, shall continue to serve as
Chairman of the Board. In addition to Mr. Bagley and Mr. Stewart,
additional directors to be nominated shall be William F. Woodburn,
a current director of the Company, Warren Donohue, a current
director of NGT, and a fifth director to be nominated by mutual
agreement of NGT and the Company. Until the merger is completed,
both corporations are being managed pursuant to a joint committee
consisting of Mr. Bagley and Mr. Stewart.
Acquisition of GCRL Properties
On March 6, 1998, the Company entered into an agreement to
purchase from GCRL Energy, Ltd. ("GCRL") all of GCRL's interest in
the Powder River Basin in Campbell and Crook Counties, Wyoming,
consisting of interests in five (5) wells, four (4) of which are
producing, interests in 30,000 leasehold acres, and interests in
approximately seventy-three miles of 3-D seismic data. The
properties include three producing fields from Minnelusa Sandstone
and were discovered on 3-D seismic. The Company made an initial
payment for the properties of $332,500 and the balance of
$2,987,962 was paid for with proceeds from the sale of Convertible
Debentures.
Reverse Stock Split
In May 1998, the Company's Board of Directors declared a
reverse stock split in connection with the proposed merger with
NGT. Accordingly, on June 5, 1998, the shares of the Company's
common stock then outstanding were reverse split on a one (1) share
for four (4) shares basis. All share of the Company's common stock
referred herein are stated on a post-split basis.
Item 6. Exhibits and Reports on Form 8-K
(b) Reports on Form 8-K
During the three month period ended June 30, 1998, the Company
did not file any reports on Form 8-K.
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Exchange
Act of 1934, the Registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
TRANS ENERGY, INC.
Date: September 23, 1998 By /S/ Loren E. Bagley
LOREN E. BAGLEY, President
and Chief Executive Officer
(Chief Financial Officer)
Date: September 23, 1998 By /S/ William F. Woodburn
William F. Woodburn, Vice
President and Director
(Principal Accounting Officer)
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL
INFORMATION
EXTRACTED FROM THE TRANS ENERGY, INC. FINANCIAL
STATEMENTS FOR THE PERIOD ENDED JUNE 30, 1998 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 64,686
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 64,686
<PP&E> 10,317,339
<DEPRECIATION> 1,823,397
<TOTAL-ASSETS> 12,428,664
<CURRENT-LIABILITIES> 6,495,671
<BONDS> 1,744,441
0
0
<COMMON> 2,139
<OTHER-SE> 12,867,963
<TOTAL-LIABILITY-AND-EQUITY> 12,428,664
<SALES> 473,006
<TOTAL-REVENUES> 473,006
<CGS> 303,076
<TOTAL-COSTS> 855,030
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 139,774
<INCOME-PRETAX> (282,210)
<INCOME-TAX> 0
<INCOME-CONTINUING> (282,210)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (282,210)
<EPS-PRIMARY> (.16)
<EPS-DILUTED> (.16)
</TABLE>
