<PAGE>
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 June 30, 1997
-----------------------------------
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 jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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 AUGUST 14, 1997
----- ------------------------------
Common stock, Class A par value $.01 per share 5,660,935
Common stock, Class B par value $.01 per share 7,155,053
<PAGE>
MOVIEFONE, INC.
INDEX
-----
<TABLE>
<CAPTION>
PAGE NO.
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<S> <C> <C>
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
</TABLE>
* 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>
JUNE 30, DECEMBER 31,
1997 1996
----- ----
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 1,979,666 $ 3,560,007
Short-term investments 971,471 3,003,839
Trade accounts receivable 2,100,706 3,213,869
Prepaid expenses and other current assets 365,062 305,674
Inventory 162,501 103,923
------------ ------------
Total current assets 5,579,406 10,187,312
PROPERTY AND EQUIPMENT 5,688,600 5,402,602
ACCUMULATED DEPRECIATION (4,076,391) (3,629,074)
------------ ------------
PROPERTY AND EQUIPMENT, net 1,612,209 1,773,528
LONG-TERM INVESTMENTS 15,091,173 11,685,777
DUE FROM OFFICER 8,433 16,663
OTHER ASSETS 178,816 292,709
------------ -----------
TOTAL ASSETS $ 22,470,037 $ 23,955,989
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILTIES:
Due to related parties $ 79,522 $ 79,860
Accounts payable 1,477,225 2,026,610
Accrued expenses and other current liabilities 2,891,820 2,157,527
------------ ------------
Total current liabilities 4,448,567 4,263,997
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; 5,660,935 and 5,650,947 shares
in 1997 and 1996, respectively, of Class A Common
Stock issued and outstanding; 7,155,053 shares of
Class B Common Stock issued and outstanding in
1997 and 1996. 128,160 128,060
Additional paid-in capital 34,312,139 34,279,267
Accumulated deficit (16,418,829) (14,715,335)
------------ ------------
Total stockholders' equity 18,021,470 19,691,992
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 22,470,037 $ 23,955,989
============ ============
</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 SIX MONTHS ENDED
JUNE 30, JUNE 30,
1997 1996 1997 1996
------------------- ------------------- ------------------- -----------------
<S> <C> <C> <C> <C>
REVENUE
Advertising revenue $2,047,766 $1,875,616 $4,170,979 $3,144,382
Sponsorship revenue 1,317,710 1,050,055 2,603,779 2,107,568
Ticket service fees, net 759,788 528,625 2,097,898 1,176,844
Other revenue 212,427 73,357 500,891 226,869
------------------- ------------------- ------------------- -------------------
Total revenue 4,337,691 3,527,653 9,373,547 6,655,663
------------------- ------------------- ------------------- ------------------
COST OF SERVICES
Advertising commissions 165,044 155,458 380,763 216,749
Ticket sales servicing and
transaction fees 186,234 168,838 491,766 368,153
Telecommunications 269,330 272,200 597,561 518,353
Other expenses 37,733 79,946 129,423 159,784
------------------- ------------------- ------------------- -----------------
Total cost of services 658,341 676,442 1,599,513 1,263,039
------------------- ------------------- ------------------- -----------------
GROSS PROFIT 3,679,350 2,851,211 7,774,034 5,392,624
OTHER COSTS AND EXPENSES
Selling, general and administrative 2,048,100 1,678,858 4,017,581 3,232,113
Advertising and promotions 1,538,159 1,232,482 3,124,789 2,511,259
Legal expenses 875,000 395,579 2,423,500 1,022,579
Depreciation and amortization 231,553 248,478 447,317 487,147
Interest income (269,405) (269,834) (535,659) (546,699)
------------------- ------------------- -------------------- ------------------
Total other costs and expenses 4,423,407 3,285,563 9,477,528 6,706,399
------------------- ------------------- -------------------- ------------------
NET LOSS ($744,057) ($434,352) ($1,703,494) ($1,313,775)
=================== =================== =================== ===================
NET LOSS PER COMMON SHARE ($0.06) ($0.03) ($0.13) ($0.10)
=================== =================== =================== ===================
AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 12,813,511 12,800,000 12,809,776 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>
SIX MONTHS ENDED
JUNE 30,
1997 1996
------------------------ -------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (1,703,494) $(1,313,775)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Depreciation and amortization 447,317 487,147
Amortization of premium/discount on investment securities 41,610 63,171
Barter services received 2,449,258 1,964,868
Barter services provided (2,449,258) (1,964,868)
Net changes in assets and liabilities 1,301,890 (161,699)
------------ -----------
Net cash provided by (used in) operating activities 87,323 (925,156)
------------ -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of investment securities (4,414,638) (2,768,644)
Maturities of investment securities 3,000,000 4,000,000
Purchases of property and equipment (285,998) (155,967)
------------ -----------
Net cash (used in) provided by investing activities (1,700,636) 1,075,389
------------ -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options 32,972 -
------------ -----------
Net cash provided by financing activities 32,972 -
------------ -----------
Net (decrease) increase in cash and cash equivalents (1,580,341) 150,233
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3,560,007 839,337
------------ -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 1,979,666 $ 989,570
============ ===========
</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 June
30, 1997, and the results of their operations and their cash flows for
the three and six month periods ended June 30, 1997 and 1996. 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, 1996. The
results of operations for the six month period ended June 30, 1997 are
not necessarily indicative of financial results on an annual basis.
2. 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 alleged 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 Corp.
("Ticketmaster"), the Company's main competitor. The Demand sought
injunctive relief and damages in an unspecified amount.
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 ruling. 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 February 5,
1997, PCC voluntarily dismissed the California Action.
6
<PAGE>
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.
Evidentiary hearings in the arbitration began September 30, 1996 and
concluded on April 11, 1997. Final briefs were filed during May and
June and closing arguments in the arbitration were heard on June 10,
1997. On July 23, 1997, a unanimous panel of three arbitrators awarded
the Company $22,751,250 in monetary damages against Pacer/CATS. The
panel also awarded the Company certain injunctive relief against
Pacer/CATS, its successors and assigns, and all persons or entities
acting in concert with them. On July 24, 1997, the Company filed a
petition in the Supreme Court of the State of New York to confirm the
arbitration award. On August 6, 1997, Pacer/CATS filed an application
for modification and clarification of the award with the AAA. The
Company will file a response to Pacer/CATS's application on or before
August 15, 1997. The arbitration panel has 30 days from the date of
the Company's response to dispose of Pacer/CATS's application. The
Company does not anticipate that Pacer/CATS's application will result
in any material modification of the panel's decision.
On March 17, 1995, the Company filed an action against Ticketmaster in
the U.S. District Court for 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 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 March 4, 1997, the Company filed an amended complaint against
Ticketmaster, adding a federal claim of racketeering and additional
antitrust and tort claims. On April 17, 1997, Ticketmaster filed a
motion to dismiss all federal claims in the amended complaint. The
Company's opposition to this motion is currently due on August 15,
1997.
7
<PAGE>
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. The nine-month deadline for Ticketmaster to perfect its
appeal expired on July 10, 1997.
On January 24, 1997, the Company filed an action against Sir Brian
Wolfson (the "Wolfson Action"), a former director of PCC, in the
Supreme Court of the State of New York, alleging that Sir Brian
Wolfson breached his fiduciary duties to the Company by causing the
assets of PCC to be fraudulently transferred so as to render PCC an
insolvent shell corporation incapable of performing its contractual
obligations to the Company. The Company sought damages in excess of $7
million. On February 10, 1997, Sir Brian Wolfson removed the action to
the U.S. District Court for the Southern District of New York. On
February 28, 1997, Sir Brian Wolfson filed an answer to the complaint.
On June 23, 1997, the Company voluntarily dismissed the Wolfson Action
without prejudice.
3. The Financial Accounting Standards Board recently issued Statement of
Financial Accounting Standards No. 128 "Earnings Per Share", the
adoption of which will be effective for the Company's fiscal year
ending December 31, 1997. The Company believes that the new method of
calculating basic earnings per share will not result in amounts
materially different from the currently reported primary earnings per
share amounts.
8
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
RESULTS OF OPERATIONS
- ---------------------
Three Months Ended June 30, 1997 vs. Three Months Ended June 30, 1996
Second quarter total revenue increased 23% from $3.53 million in 1996 to $4.34
million in 1997. Advertising revenue increased 9% from $1.88 million in 1996 to
$2.05 million in 1997. The increase in advertising revenue was primarily the
result of the additional revenue stream from the Company's new advertising
product called "Previews". The number of calls and the average rate per call
sold increased, while the percentage of calls on which the Company sold
advertising time decreased from 94% in the second quarter of 1996 to 74% in the
second quarter of 1997. Sponsorship revenue increased 26% from $1.05 million in
1996 to $1.32 million in 1997 primarily due to increased barter services
provided. Ticket service fees increased 43% from $.53 million in the second
quarter of 1996 to $.76 million in the second quarter of 1997. 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 $1.25 to $1.50 in Manhattan
effective during June 1996. Other revenue increased 200% from $.07 million in
1996 to $.21 million in 1997. 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 decreased 3% from $.68 million to $.66 million from the
second quarter of 1996 to the second quarter of 1997. These costs decreased as
a result of the decrease in other expenses.
Second quarter gross profit increased 29% from $2.85 million in 1996 to $3.68
million in 1997.
Total other costs and expenses increased 34% from $3.29 million to $4.42
million from the second quarter of 1996 to the second quarter of 1997. These
expenses increased primarily as a result of the Company's increased legal
expenses and personnel expenses associated with hiring of additional staff in
many areas of the Company's business. The increase in legal expenses relates to
the Company's arbitration proceeding with Pacer/CATS, with which the Company
has an agreement related to certain of the Company's teleticketing activities.
(See Note 2 to the Company's condensed consolidated financial statements.)
Net loss increased 72% from $.43 million ($.03 per share) in 1996 to $.74
million ($.06 per share) in 1997.
The number of calls received by the Company's MovieFone service increased 13%
from 13.7 million in the second quarter of 1996 to 15.5 million in the second
quarter of 1997. The Company believes that the growth in its calls received was
the result of increased awareness in established markets, and the addition of
new markets and theaters.
9
<PAGE>
The number of tickets sold by the Company's MovieFone service increased 19%
from .52 million in the second quarter of 1996 to .62 million in the second
quarter of 1997. The Company believes that the growth in its ticket sales are
primarily due to the addition of new ticketing markets and theaters, as well as
the increase in "on-line" theaters. The Company's on-line ticketing system
links directly into the theater's box-office inventory computer and gives
MovieFone the ability to sell virtually all of the tickets for a particular
show, and to sell tickets up to the minute at which the movie starts.
The Company added one new market during the second quarter of 1997 (Nashville)
bringing its total number of markets to 30.
Six Months Ended June 30, 1997 vs. Six Months Ended June 30, 1996
First half total revenue increased 41% from $6.66 million in 1996 to $9.37
million in 1997. Advertising revenue increased 33% from $3.14 million in the
first half of 1996 to $4.17 million in the first half of 1997. The increase in
advertising revenue was 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, as well as the addition of the Company's new advertising product
called "Previews". The percentage of calls on which the Company sold
advertising time decreased from 87% in the first half of 1996 to 70% in the
first half of 1997. Sponsorship revenue increased 23% from $2.11 million in
1996 to $2.60 million in 1997 primarily due to increased barter services
provided. Ticket service fees increased 78% from $1.18 million in the first six
months of 1996 to $2.10 million in the first six months of 1997. The increase
in ticket service fees is due to an increase in the number of tickets sold and
an increase in the ticket service fee from $1.25 to $1.50 in Manhattan
effective during June 1996. Other revenue increased 117% from $.23 million in
the first half of 1996 to $.50 million in the first half of 1997. 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 27% from $1.26 million to $1.60 million from
the first half of 1996 to the first half of 1997. These costs increased as a
result of the corresponding increases in all components of total revenue.
First half gross profit increased 44% from $5.39 million in 1996 to $7.77
million in 1997.
Total other costs and expenses increased 41% from $6.71 million to $9.48
million from the first half of 1996 to the first half of 1997. These expenses
increased primarily as a result of the Company's increased legal expenses and
personnel expenses associated with hiring of additional staff in many areas of
the Company's business. The increase in legal expenses relates primarily to the
Company's arbitration proceeding with Pacer/CATS, with which the Company has an
agreement related to certain of the Company's teleticketing activities. (See
Note 2 to the Company's condensed consolidated financial statements.)
10
<PAGE>
The first half net loss increased 30% from $1.31 million ($.10 per share) in
1996 to $1.70 million ($.13 per share) in 1997.
The number of calls received by the Company's MovieFone service increased 23%
from 26.9 million in the first half of 1996 to 33.2 million in the first half
of 1997. The Company believes that the growth in its calls received was the
result of a general increase in movie theater attendance, increased awareness
in established markets, and the addition of new markets and theaters.
The number of tickets sold through MovieFone increased 54% from 1.10 million in
the first half of 1996 to 1.69 million in the first half of 1997. The Company
believes that the growth in 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
first half of 1997 than in the first half of 1996, which contributed to the
increase in the Company's ticket sales.
The Company added two new markets during the first half of 1997 (San Antonio
and Nashville) bringing its total number of markets to 30.
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 decreased 44% from $3.56 million at December 31,
1996 to $1.98 million at June 30, 1997, primarily due to the purchases of
investment securities during the first six months of 1997.
Net cash from operating activities increased 110% from $.93 million used in the
first half of 1996 to $.09 million provided in the first half of 1997. This
positive net cash provided by operating activities in the first half of 1997 is
mainly due to the increased net changes in assets and liabilities.
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 June 30, 1997.
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
-------------------
August 14, 1997 Adam H. Slutsky, Chief Financial
Officer and Chief Operating Officer
(Duly authorized signatory)
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from MovieFone,
Inc.'s condensed consolidated financial statements as of and for the six months
ended June 30, 1997 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-13-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 1,979,666
<SECURITIES> 971,471
<RECEIVABLES> 2,100,706
<ALLOWANCES> 0
<INVENTORY> 162,501
<CURRENT-ASSETS> 5,579,406
<PP&E> 5,688,600
<DEPRECIATION> 4,076,391
<TOTAL-ASSETS> 22,470,037
<CURRENT-LIABILITIES> 4,448,567
<BONDS> 0
0
0
<COMMON> 128,160
<OTHER-SE> 18,021,470
<TOTAL-LIABILITY-AND-EQUITY> 22,470,037
<SALES> 110,323
<TOTAL-REVENUES> 9,373,547
<CGS> 93,930
<TOTAL-COSTS> 1,599,513
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,703,494)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,703,494)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,703,494)
<EPS-PRIMARY> (.13)
<EPS-DILUTED> 0
</TABLE>
