SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended September 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-23600
MOVIEFONE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3757816
------------------------- ------------------
(State or other jurisdic- (I.R.S. Employer
tion of incorporation or Identification No.)
organization)
335 MADISON AVENUE, NEW YORK, NEW YORK 10017
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 212-450-8000
------------
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months and (2) has been subject to such filing
requirements for the past 90 days.
YES [X] NO [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
CLASS OUTSTANDING AT NOVEMBER 13, 1996
----- --------------------------------
Common stock, Class A par value $.01 per share 5,650,947
Common stock, Class B par value $.01 per share 7,155,053
<PAGE>
MOVIEFONE, INC.
INDEX
-----
PAGE NO.
--------
PART I FINANCIAL INFORMATION:
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets 3
Condensed Consolidated Statements of Operations 4
Condensed Consolidated Statements of Cash Flows 5
Notes to Condensed Consolidated Financial Statements 6-8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9-11
PART II OTHER INFORMATION:*
Item 6. Exhibits and Reports on Form 8-K 12
* Item numbers which are inapplicable or to which the answer is negative have
been omitted.
2
<PAGE>
MOVIEFONE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
-------------------------------------------------
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1996 1995
------------- -------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 1,353,701 $ 839,337
Short-term investments 5,010,637 6,025,743
Trade accounts receivable 2,075,595 1,996,491
Prepaid expenses and other current assets 591,635 323,253
Inventory 161,334 167,717
Due from related parties - 93,524
------------- -------------
Total current assets 9,192,902 9,446,065
PROPERTY AND EQUIPMENT 5,205,682 4,946,935
ACCUMULATED DEPRECIATION (3,357,160) (2,618,655)
------------- -------------
PROPERTY AND EQUIPMENT, net 1,848,522 2,328,280
LONG-TERM INVESTMENTS 11,708,651 12,019,869
OTHER ASSETS 369,764 225,782
------------- -------------
TOTAL ASSETS $ 23,119,839 $ 24,019,996
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Due to related parties $ 43,586 $ -
Accounts payable 1,039,532 1,389,006
Accrued expenses and other current liabilities 1,635,838 1,005,711
------------- -------------
Total current liabilities 2,718,956 2,394,717
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred Stock par value $.01 per share;
5,000,000 shares authorized, no shares issued
Common Stock, par value $.01 per share; 30,000,000
shares authorized; 5,650,947 and 5,644,947 shares in
1996 and 1995, respectively, of Class A Common Stock
issued and outstanding; 7,155,053 shares of Class B
Common Stock issued and outstanding in 1996 and 1995. 128,060 128,000
Additional paid-in capital 34,279,267 34,255,327
Accumulated deficit (14,006,444) (12,758,048)
------------- -------------
Total stockholders' equity 20,400,883 21,625,279
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 23,119,839 $ 24,019,996
============= =============
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE>
MOVIEFONE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
-----------------------------------------------------------
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1996 1995 1996 1995
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
REVENUE
Advertising revenue $2,091,835 $1,551,945 $5,236,217 $3,815,114
Sponsorship revenue 1,097,225 938,641 3,204,793 2,531,068
Ticket service fees, net 679,397 424,581 1,856,241 1,344,685
Other revenue 102,710 85,592 329,579 155,636
---------- ---------- ---------- ----------
Total revenue 3,971,167 3,000,759 10,626,830 7,846,503
---------- ---------- ---------- ----------
COST OF SERVICES
Advertising commissions 218,167 163,789 434,916 490,830
Ticket sales servicing and transaction fees 169,957 170,203 538,110 525,279
Telecommunications 286,423 260,296 804,776 692,095
Other expenses 49,765 14,467 209,549 52,522
---------- ---------- ---------- ----------
Total cost of services 724,312 608,755 1,987,351 1,760,726
---------- ---------- ---------- ----------
GROSS PROFIT 3,246,855 2,392,004 8,639,479 6,085,777
OTHER COSTS AND EXPENSES
Selling, general and administrative 1,448,512 1,263,137 4,680,625 3,852,413
Advertising and promotions 1,323,386 1,248,589 3,834,645 3,298,390
Legal expenses 429,907 242,417 1,452,486 812,490
Depreciation and amortization 251,358 197,677 738,505 569,237
Interest income (271,687) (294,081) (818,386) (901,385)
---------- ---------- ---------- ----------
Total other costs and expenses 3,181,476 2,657,739 9,887,875 7,631,145
---------- ---------- ---------- ----------
Income (Loss) Before Income Taxes 65,379 (265,735) (1,248,396) (1,545,368)
Income Taxes - - - -
---------- ---------- ---------- ----------
NET INCOME (LOSS) $ 65,379 ($265,735) ($1,248,396) ($1,545,368)
========== ========== ========== ==========
NET INCOME (LOSS) PER COMMON AND
COMMON EQUIVALENT SHARE $0.01 ($0.02) ($0.10) ($0.12)
========== ========== ========== ==========
AVERAGE NUMBER OF COMMON AND
COMMON EQUIVALENT SHARES
OUTSTANDING 12,899,697 12,800,000 12,800,416 12,800,000
========== ========== ========== ==========
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE>
MOVIEFONE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
-----------------------------------------------------------
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
1996 1995
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(1,248,396) $(1,545,368)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 738,505 569,237
Amortization of premium/discount on investment securities 94,968 (129,897)
Barter services received 2,987,165 2,351,291
Barter services provided (2,987,165) (2,351,291)
Net changes in assets and liabilities (67,322) (688,969)
---------- ----------
Net cash used in operating activities (482,245) (1,794,997)
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of investment securities (2,768,644) (7,852,169)
Maturities of investment securities 4,000,000 10,759,614
Purchases of property and equipment (258,747) (895,025)
---------- ----------
Net cash provided by investing activities 972,609 2,012,420
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options 24,000 -
---------- ----------
Net cash provided by financing activities 24,000 -
---------- ----------
Net increase in cash and cash equivalents 514,364 217,423
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 839,337 531,172
---------- ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 1,353,701 $ 748,595
========== ==========
</TABLE>
See notes to condensed consolidated financial statements.
5
<PAGE>
MOVIEFONE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
- -------------------------------------------------------------------------------
1. In the opinion of management the accompanying unaudited interim financial
statements reflect all adjustments consisting only of a normal and
recurring nature necessary to fairly present the financial position of
MovieFone, Inc ( the "Company" ) and subsidiaries as of September 30,
1996, and the results of their operations and their cash flows for the
three and nine month periods ended September 30, 1996 and 1995. These
interim condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes to the
consolidated financial statements contained in the Company's annual
report on Form 10- K for the year ended December 31, 1995. The results of
operations for the nine month period ended September 30, 1996 are not
necessarily indicative of financial results on an annual basis.
2. In October 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting
for Stock-Based Compensation," which will be effective for the Company
beginning January 1, 1996. SFAS No. 123 requires expanded disclosures of
stock-based compensation arrangements with employees and encourages (but
does not require) compensation cost to be measured based on the fair
value of the equity instrument awarded. Companies are permitted, however,
to continue to apply APB Opinion No. 25, which recognizes compensation
cost based on the intrinsic value of the equity instrument awarded. The
Company will continue to apply APB Opinion No. 25 to its stock- based
compensation awards to employees and will disclose the required pro forma
effect on net income and earnings per share.
3. Certain amounts in the condensed consolidated financial statements for
prior periods have been reclassified to conform to the current
presentation.
4. On October 26, 1994 the Company was sued by PCC Management, Inc. ("PCC")
in the Superior Court of the State of California in an action entitled
PCC Management, Inc. v. MovieFone, Inc. et al. (the "California Action")
for alleged breach of contract, fraud and interference with contractual
relations, inducement of breach of contract, misappropriation of
proprietary information, false advertising and unfair competition. The
action alleges that the Company breached the terms of an agreement (the
"Agreement") with PCC's predecessor, Pacer/CATS Corporation
("Pacer/CATS"), to provide teleticketing services. The action sought
injunctive and declaratory relief and compensatory and punitive damages
in an unspecified amount. On November 1, 1994, in response to PCC's
California Action and pursuant to an arbitration clause in the Agreement,
the Company filed a Demand for Arbitration ("Demand") with the American
Arbitration Association ("AAA") against Pacer/CATS in an action entitled
PromoFone, Inc. et al. v. Pacer/CATS Corporation. The Demand alleged that
Pacer/CATS has failed to perform its obligations under the Agreement and
promoted the services of Ticketmaster Inc. ("Ticketmaster"), the
Company's main competitor. The Demand sought an injunction and damages in
an unspecified amount.
6
<PAGE>
On November 22, 1994, after Pacer/CATS failed to answer the Demand, the
Company moved by Order to Show Cause in the Supreme Court of the State of
New York, New York County in an action entitled PromoFone, Inc. et al. v.
PCC Management, Inc., to compel arbitration and restrain PCC from
pursuing its California Action. On January 27, 1995, the court ordered
arbitration before the AAA of all disputes and enjoined PCC from
prosecuting any action or proceeding related to the Agreement. On April
4, 1995, PCC filed a motion asking the Supreme Court to reconsider its
order. On April 27, 1995, the Supreme Court denied PCC's motion. PCC
subsequently appealed this order and filed a motion seeking a stay of
arbitration pending appeal. This motion was denied. On February 8, 1996,
the appellate division denied PCC's appeal of the Supreme Court's January
27, 1995 order.
On July 6, 1995 the Company was sued by Pacer/CATS/CCS - a Wembley
Ticketmaster Joint Venture ("JV") in the Supreme Court of the State of
New York in an action entitled Pacer/CATS/CCS - a Wembley Ticketmaster
Joint Venture v. MovieFone, Inc., Promofone, Inc., and The Teleticketing
Company, LP (the "New York Action") alleging that the Agreement between
the Company and Pacer/CATS is void or voidable, or, in the alternative,
the Agreement does not bind the JV and seeks damages from the Company for
alleged tortious conduct. On August 17, 1995, the Supreme Court stayed
the New York Action pending resolution of the arbitration between the
Company and PCC. The Court found that the two actions were "intertwined".
Pacer/CATS/CCS appealed that decision. On April 2, 1996, the appellate
division denied Pacer/CATS/CCS's appeal of the Supreme Court's August 17,
1995 decision.
The arbitration is proceeding before the AAA. On January 19, 1996, PCC
filed counterclaims, alleging that the Company breached the February 1992
Agreement by allegedly charging a "usurious rate of interest on its
financing/subsidizing of PCC's equipment sales", making improper contacts
with theaters, failing to provide financial disclosures, making "false,
deceptive and unfair statements to theater owners and operators", and by
"appropriating PCC's equipment and proprietary information". PCC has
requested a declaration that the February 1992 Agreement is void and an
award of unspecified damages. Evidentiary hearings took place from
September 30, 1996 through October 18, 1996. The hearings are scheduled
to recommence on December 9, 1996. During the October 1996 hearings, PCC
withdrew with prejudice its counterclaim that the Company breached the
1992 Agreement by charging a usurious rate of interest to PCC. The
Company believes that its claims are well based and that the allegations
against it are without merit, and the Company will contest them
vigorously. Although the outcome of such matter is not presently
determinable, the Company believes that the outcome will not result in
any material adverse impact on the financial condition and results of
operations of the Company.
On March 17, 1995, the Company filed an action against Ticketmaster in
the federal court in the Southern District of New York, alleging that
Ticketmaster violated the federal antitrust laws and the common laws of
New York. In particular, the Company alleged that Ticketmaster violated
the Sherman Act by entering into unlawful exclusive-dealing contracts, by
making unlawful acquisitions, and by engaging in other exclusionary
conduct including the acquisition of PCC. The Company also alleges that
Ticketmaster tortiously interfered with the
7
<PAGE>
Company's contract with PCC, tortiously interfered with the Company's
prospective business relationships, otherwise interfered with business
relationships of the Company, misappropriated the Company's trade
secrets, breached the contractual obligations it assumed as an affiliate
of PCC, and engaged in unfair competition. On May 9, 1995, Ticketmaster
filed a motion to dismiss. The Company filed opposition to this motion on
June 27, 1995. Oral argument on Ticketmaster's motion was held in late
September 1995. The court took the motion under submission. To date, no
decision has been rendered.
On January 31, 1996, Ticketmaster-New York, Inc. and Ticketmaster
Corporation filed a summons and complaint against the Company and others
in the Supreme Court of the State of New York, New York County, for
defamation as a result of alleged misstatements regarding the U.S.
Department of Justice's investigation of Ticketmaster. On September 9,
1996, the Supreme Court granted the Company's motion to dismiss the suit
in its entirety. On October 10, 1996, Ticketmaster filed a notice of
appeal.
8
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
RESULTS OF OPERATIONS
Three Months Ended September 30, 1996 vs. Three Months Ended September 30, 1995
Third quarter total revenue increased 32% from $3.00 million in 1995 to $3.97
million in 1996. Advertising revenue increased 35% from $1.55 million in the
third quarter of 1995 to $2.09 million in the third quarter of 1996. The
increase in advertising revenue was the result of an increased number of calls
received by the Company's MovieFone service and an increase in the average
advertising rate per call sold. Advertising revenue in the third quarter of
1996 also included the first sales of the Company's new advertising product
called "Previews". The percentage of calls on which the Company sold
advertising time was 84% in the third quarter of 1995 and 1996. Sponsorship
revenue increased 17% from $.94 million in 1995 to $1.10 million in 1996
primarily due to increased barter services provided. Ticket service fees
increased 62% from $.42 million in the third quarter of 1995 to $.68 million in
the third quarter of 1996. The increase in ticket service fees is primarily due
to an increase in the number of tickets sold and an increase in the ticket
service fee from $1.00 to $1.25 in most of the Company's markets and from $1.00
to $1.50 in Manhattan. Other revenue increased 11% from $.09 million in the
third quarter of 1995 to $.10 million in the third quarter of 1996. Other
revenue is comprised of revenue earned from the Company's emerging business
units, consisting primarily of sales of the Company's Mars II theater
management system.
Total cost of services increased 18% from $.61 million to $.72 million from the
third quarter of 1995 to the third quarter of 1996. These costs increased
primarily due to the increase in advertising commissions resulting from
increased advertising sales, and the increase in other expenses, consisting
primarily of the cost of sales of the Company's Mars II theater management
system.
Third quarter gross profit increased 36% from $2.39 million in 1995 to $3.25
million in 1996.
Total other costs and expenses increased 20% from $2.66 million to $3.18
million from the third quarter of 1995 to the third quarter of 1996. These
expenses increased primarily as a result of the Company's increased personnel
expenses associated with hiring of additional staff in nearly all areas of the
Company's business, the increase in advertising and promotion expenses, and
increased legal expenses. The increase in legal expenses relates to the
Company's ongoing arbitration proceeding with Pacer/CATS, with which the
Company has an agreement related to certain of the Company's teleticketing
activities. (See Note 4 to the Company's condensed consolidated financial
statements.)
The third quarter net income of $.07 million ($.01 per share) in 1996 is an
increase of 126% over the third quarter net loss of $.27 million ($.02 per
share) in 1995.
The number of calls received by the Company's MovieFone service increased 17%
from 13.3 million in the third quarter of 1995 to 15.5 million in the third
quarter of 1996. The Company believes that the growth in its calls received was
the result of the addition of new markets and theaters, and increased awareness
in established markets.
9
<PAGE>
The number of tickets sold by the Company's MovieFone service increased 14%
from .49 million in the third quarter of 1995 to .56 million in the third
quarter of 1996. The Company believes its ticket sales are to some extent
driven by the release of "hit" movies, since moviegoers attending these movies
are more likely to buy tickets in advance using the Company's service in order
to avoid being sold-out from these movies. There were more of these "hit"
movies in the third quarter of 1996 than in the third quarter of 1995, which
contributed to the increase in the Company's ticket sales.
The Company added one new market during the third quarter of 1996 (Salt Lake
City) bringing its total number of markets to 28.
Nine Months Ended September 30, 1996 vs. Nine Months Ended September 30, 1995
Total revenue increased 35% from $7.85 million to $10.63 million from the first
nine months of 1995 to the first nine months of 1996. Advertising revenue
increased 37% from $3.82 million in the first nine months of 1995 to $5.24
million in the first nine months of 1996. The increase in advertising revenue
was primarily the result of the increased number of calls received by the
Company's MovieFone service and an increase in the average advertising rate per
call sold. The percentage of calls on which the Company sold advertising time
increased from 85% in the first nine months of 1995 to 86% in the first nine
months of 1996. Sponsorship revenue increased 26% from $2.53 million in 1995 to
$3.20 million in 1996 primarily due to increased barter services provided.
Ticket service fees increased 39% from $1.34 million in the first nine months
of 1995 to $1.86 million in the first nine months of 1996. The increase in
ticket service fees is primarily due to an increase in the number of tickets
sold and an increase in the ticket service fee from $1.00 to $1.25 in most of
the Company's markets and from $1.00 to $1.50 in Manhattan. Other revenue
increased 106% from $.16 million in the first nine months of 1995 to $.33
million in the first nine months of 1996. Other revenue is comprised of revenue
earned from the Company's emerging business units, consisting primarily of
sales of the Company's Mars II theater management system.
Total cost of services increased 13% from $1.76 million to $1.99 million from
the first nine months of 1995 to the first nine months of 1996. These costs
increased primarily due to the increase in telecommunications costs and the
increase in other expenses, consisting primarily of the cost of sales of the
Company's Mars II theater management system.
Gross profit increased 42% from $6.09 million in the first nine months of 1995
to $8.64 million in the first nine months of 1996.
Total other costs and expenses increased 30% from $7.63 million to $9.89
million from the first nine months of 1995 to the first nine months of 1996.
These expenses increased primarily as a result of the Company's increased
personnel expenses associated with hiring of additional staff in nearly all
areas of the Company's business, the increase in advertising and promotion
expenses, and increased legal expenses. The increase in legal expenses relates
to the Company's ongoing arbitration proceeding with Pacer/CATS, with which the
Company has an agreement related to certain of the Company's teleticketing
activities. (See Note 4 to the Company's condensed consolidated financial
statements.)
10
<PAGE>
Net loss decreased 19% from $1.55 million ($.12 per share) in the first nine
months of 1995 to $1.25 million ($.10 per share) in the first nine months of
1996.
The number of calls received by the Company's MovieFone service increased 29%
from 32.9 million in the first nine months of 1995 to 42.4 million in the first
nine months of 1996.
The number of tickets sold by the Company's MovieFone service increased 11%
from 1.49 million in the first nine months of 1995 to 1.66 million in the first
nine months of 1996.
The Company believes that the growth in its calls received and the number of
tickets sold from the first nine months of 1995 to the first nine months of
1996 were the result of the addition of new markets and theaters, increased
awareness in established markets, and an estimated 9% increase in domestic
movie theatre attendance.
The Company added two new markets during the first nine months of 1996
(Cincinnati and Salt Lake City) bringing its total number of markets to 28.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary capital requirements are to maintain its operations, to
fund the investment required to establish MovieFone in additional markets and
teleticketing at additional theaters, and to develop new businesses.
The Company's cash balance increased 61% from $.84 million at December 31, 1995
to $1.35 million at September 30, 1996, primarily due to the maturities of
investment securities during the first nine months of 1996.
From the nine months ended September 30, 1995 to the nine months ended
September 30, 1996, net cash used in operating activities decreased 73% from
$1.79 million to $.48 million. This decreased use of cash is mainly due to the
decreased net changes in assets and liabilities, and the decreased net loss for
the nine months ended September 30, 1996.
The Company does not have any significant outstanding commitments for capital
expenditures, but intends to incur such expenditures for expansion of its core
businesses and development of its new businesses.
11
<PAGE>
PART II OTHER INFORMATION:
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None
(b) There were no reports on Form 8-K filed for the twelve weeks
ended September 30, 1996.
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.
MOVIEFONE, INC.
(Registrant)
Date: /s/ ADAM H. SLUTSKY
November 13, 1996 -----------------------------------
Adam H. Slutsky, Chief Financial
Officer and Chief Operating Officer
(Duly authorized signatory)
12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Moviefone,
Inc.'s condensed consolidated financial statements as of and for the nine months
ended September 30, 1996 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 1,353,701
<SECURITIES> 5,010,637
<RECEIVABLES> 2,075,595
<ALLOWANCES> 0
<INVENTORY> 161,334
<CURRENT-ASSETS> 9,192,902
<PP&E> 5,205,682
<DEPRECIATION> 3,357,160
<TOTAL-ASSETS> 23,119,839
<CURRENT-LIABILITIES> 2,718,956
<BONDS> 0
0
0
<COMMON> 128,060
<OTHER-SE> 20,272,823
<TOTAL-LIABILITY-AND-EQUITY> 23,119,839
<SALES> 157,833
<TOTAL-REVENUES> 10,626,830
<CGS> 175,497
<TOTAL-COSTS> 1,987,351
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,248,396)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,248,396)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,248,396)
<EPS-PRIMARY> (.10)
<EPS-DILUTED> 0
</TABLE>
