SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM 10-QSB
(Mark one)
[x] Quarterly Report under section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarter ended March 31, 1998
[ ] Transition Report under section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File No. 0-27908
Semiconductor Laser International Corporation
------------------------------------------------------------------------
(Exact Name of Small Business Issuer as Specified in its Charter)
Delaware 16-1494566
- ---------------------------------------- -------------------
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
15 Link Drive, Binghamton, New York 13904
- ---------------------------------------- -------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (607) 722-3800
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
preceding 12 months (or for a 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 [ ]
As of April 30, 1998, there were outstanding 8,389,552 shares of the
issuers common stock, par value $.01 per share.
Transitional Small Business Disclosure Format
Yes [ ] No [x]
<PAGE>
1
Part I. Financial Information
Item 1. Financial Statements
Semiconductor Laser International Corporation
Balance Sheet
<TABLE>
<CAPTION>
December 31, March 31,
1997 1998
(unaudited)
------------ ------------
<S> <C> <C>
Assets
Current assets
Cash and cash equivalents $ 1,934,574 $ 836,687
Accounts Receivable, net of allowance for
doubtful accounts of $49,610 and $49,610,
respectively 201,070 314,549
Inventory 139,201 239,684
Prepaid expenses and other assets 70,717 43,750
------------ ------------
Total current assets 2,345,562 1,434,670
Property, plant and equipment, net 2,719,816 2,809,317
Intangible assets, net 674 506
Deposits and other assets 591,320 595,387
------------ ------------
Total assets $ 5,657,372 $ 4,839,880
============ ============
Liabilities and Shareholders' Equity
Current liabilities
Accounts payable $ 512,447 $ 758,602
Accrued expenses and other liabilities 161,545 129,295
Current portion of long-term debt 36,394 35,196
------------ ------------
Total current liabilities 710,386 923,093
Long-term debt 798,283 790,835
Accrued royalty payments 100,000 100,000
------------ ------------
Total liabilities 1,608,669 1,813,928
------------ ------------
Commitments and contingencies (Note X)
Shareholders' Equity
Preferred stock, $.01 par value, 5,000,000 shares
authorized; none issued and outstanding at
December 31, 1997 and March 31, 1998 - -
Common stock, $.01 par value, 20,000,000 shares
authorized, 8,389,552 issued and outstanding
at December 31, 1997, and March 31, 1998 83,896 83,896
Treasury stock (248,241) (248,241)
Additional paid-in capital 17,035,225 17,035,225
Accumulated deficit (12,822,177) (13,844,928)
------------ ------------
Total Shareholders' Equity 4,048,703 3,025,952
------------ ------------
Total liabilities and
Shareholders' Equity $ 5,657,372 $ 4,839,880
============ ============
</TABLE>
See accompanying notes to financial statements
<PAGE>
2
Semiconductor Laser International Corporation
Statement of Operations
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1997 1998
(unaudited) (unaudited)
----------- -----------
<S> <C> <C>
Net sales - 257,682
Cost of sales - (652,433)
----------- -----------
Gross margin - (394,751)
Operating expenses:
Research and development expenses $ 508,816 $ 7,273
Sales and marketing expenses 138,366 127,274
General and administrative expenses 420,303 510,306
---------- ----------
Loss from operations 1,067,485 1,039,604
Interest income 43,489 16,853
---------- ----------
Net loss 1,023,996 1,022,751
========== ==========
Net loss per share ($0.29) ($0.12)
========== ==========
Weighted average shares outstanding 3,481,495 8,354,089
========== ==========
</TABLE>
See accompanying notes to financial statements
<PAGE>
3
Semiconductor Laser International Corporation
Statement of Cash Flows
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1997 1998
(unaudited) (unaudited)
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net loss $(1,023,996) $(1,022,751)
Adjustments to reconcile net loss to
net cash used in operating
activities:
Depreciation and amortization 25,194 50,407
Amortization of deferred expenses 23,294 -
Gain on sale of equipment (17,364) -
Change in assets and liabilities:
Increase in accounts
receivable, net (12,445) (113,479)
Increase in inventory (23,499) (100,483)
Decrease in prepaid expenses
and other assets - 26,967
Increase in deposits
and other assets (333,040) (4,067)
Increase in accounts
payable 151,119 246,155
Decrease in accrued
expenses and other liabilities (48,554) (32,250)
----------- -----------
Net cash used in operating activities (1,259,291) (949,501)
----------- -----------
Cash flows from investing activities:
Purchase of property, plant and
equipment (2,546,855) (139,740)
Sale of equipment 2,676,855 -
----------- -----------
Net cash provided from (used for)
investing activities 130,000 (139,740)
----------- -----------
Cash flows from financing activities
Proceeds from long-term debt 31,306 -
Payments on long-term debt (8,209) (8,646)
----------- -----------
Net cash provided by (used for) financing
activities 23,097 (8,646)
----------- -----------
Net (decrease) increase in cash, cash
equivalents and restricted cash (1,106,194) (1,097,887)
Cash, cash equivalents and restricted
cash at beginning of period 4,266,168 1,934,574
----------- -----------
Cash, cash equivalents and restricted
cash at end of period $ 3,159,974 836,687
=========== ===========
</TABLE>
See accompanying notes to financial statements
<PAGE>
4
Semiconductor Laser International Corporation
Notes to Financial Statements
March 31, 1998
(Unaudited)
1. Organization
Semiconductor Laser International Corporation (the"Company") was
incorporated in New York State in September 1993 (inception) and,
subsequently, reincorporated in Delaware in September 1997, to produce high
power semiconductor diode laser wafers and bars ("HPDLs"), and to market
these products worldwide.
The Company's primary activities since incorporation as a development stage
enterprise had been research and development, business and financial
planning, raising capital and constructing and equipping its manufacturing
facility. The Company had previously relied on facilities provided through
the Wright Cooperative Research and Development Agreement (CRDA) with the
U.S. Air Force for the development and quality control testing of its HPDLs
The CRDA expired in 1996 and was not renewed. The Company has since
completed the construction of its manufacturing facility in Binghamton, New
York, where it is conducting all activities.
Effective April 1, 1997, the Company ceased operating as a development stage
enterprise as it began commercial production of its products.
2. Financial Resources and Liquidity
The Company has incurred net losses from inception (September 21, 1993) and
has an accumulated deficit at March 31, 1998 of $13,844,928. Such losses
have resulted primarily from the Company's activities as a development stage
enterprise and have been financed primarily from proceeds from the Company's
initial public offering and private equity financing. The Company expects
that its cash and working capital requirements will continue to be
significant as its operations expand. The Company expects that such cash
and working capital requirements will be satisfied through a combination of
revenue growth and additional private equity financing. In this regard, the
Company has secured a binding commitment for private equity financing in the
amount of $1,237,500 and intends to use the net proceeds of approximately
$1,052,000 for working capital requirements. The commitment is required to
be closed on or before June 15, 1998. In the event that revenue growth is
not attained and/or the additional private equity financing is not obtained,
the Company has the ability and intends to undertake actions to reduce
operating expenses.
<PAGE>
5
3. Basis of Presentation
The accompanying unaudited financial statements have been prepared by the
Company. Certain information and footnote disclosures normally included in
financial statements prepared in conformity with generally accepted
accounting principles have been condensed or omitted. In the opinion of the
Company's management, the disclosures made are adequate to make the
information presented not misleading, and the financial statements contain
all adjustments necessary to present fairly the financial position as of
March 31, 1998 and the results of operations and cash flows for the three
months ended March 31, 1998 and 1997. The results of operations for the
three months ended March 31, 1998 are not necessarily indicative of the
results to be expected for the full year.
4. Summary of Significant Accounting Policies
Use of estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities and
disclosure of contingent assets and liabilities as of the date of the
financial statements and the reported amounts of revenue and expenses during
the period. Actual results could differ from those estimates.
Inventory
Inventory is valued at the lower of cost or market. Cost is determined by
the first in, first out (FIFO) method.
Depreciation and amortization
Property , plant and equipment are recorded at cost and depreciated over the
assets' estimated useful lives ranging from three to twenty years.
Depreciation is computed using the straight-line method for financial
reporting and the modified accelerated cost recovery system for income tax
purposes. Expenditures for major renewals and betterments that extend the
useful lives of property, plant and equipment are capitalized. Expenditures
for maintenance and repairs are charged to expense as incurred.
Intangible assets are amortized using the straight-line method over five
years.
Impairment of long-lived assets
Assessments of the recoverability of long-lived assets are conducted when
events or circumstances occur that indicate that the carrying value of the
asset may not be recoverable. The measurement of impairment is based on the
ability to recover such carrying value from the future undiscounted cash
flows of related operations.
<PAGE>
6
Revenue recognition
Revenue recognition is based on the terms of the underlying sales agreements
(purchase orders or contracts). Revenues for fixed price milestone
contracts is recognized upon the completion and billing of the milestone.
Customers entering into long-term contracts with the Company include the
U. S. Government.
Research and development
Research and development costs are expensed as incurred. Included in
research and development costs are the cost of prototypes which amounted
to $508,816 for the three-month period ended March 31, 1997. No such costs
were incurred for the three-month period ended March 31, 1998.
Income taxes
The Company follows the asset and liability method for deferred income
taxes. This method provides that deferred tax assets and liabilities are
recorded using currently enacted tax rates applied to the differences
between the tax bases of assets and liabilities and their carrying values
for financial statement purposes. A valuation allowance is recorded when it
is more likely than not that deferred tax assets will not be realized.
Net loss per share
In December 1997, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 128, Earnings per Share ("FAS 128")
which requires the presentation of basic and diluted earnings per share in
a Company's financial statements for reporting periods subsequent to
December 15, 1997. As required by SEC Staff Accounting Bulletin No. 98,
previously reported per share information contained in the accompanying
consolidated financial statements has been restated to give effect to the
adoption of FAS 128. There was no impact as a result of this retroactive
adoption of FAS 128.
Net loss per share is computed using the weighted average number of common
shares outstanding.
As of March 31, 1998, the Company had outstanding warrants and options to
purchase 2,946,334 and 141,305 shares of common stock, respectively, which
are not included in the calculation of earnings per share for the three
months ended March 31, 1998, and would not be included in such calculation
due to the anti-dilutive nature of these instruments.
<PAGE>
7
5. Commitment, Contingencies and Other Matters
Operating Leases
In October 1996, the Company entered into a master equipment lease
agreement with FINOVA Technology Finance, Inc. ("FINOVA"). The agreement
provides for the sale and leaseback by the Company of up to $3,850,000 of
equipment, furnishings and fixtures. As part of the consideration for
the agreement, the Company issued a warrant certificate for 58,334
warrants, entitling FINOVA to purchase a corresponding number of shares
of the Company's Common Stock at $5.00 per share. The warrants cannot
be assigned, sold, transferred or otherwise disposed of prior to
February 27, 1998. The warrants are currently exercisable and have been
valued at $167,710 and are being amortized over the term of the lease.
Rent expense under non-cancellable operating leases, including the FINOVA
leases, was $262,662 for the three months ended March 31,1997.
Future minimum payments under non-cancellable operating leases, including
the FINOVA lease agreement, at March 31, 1997, are as follows:
<TABLE>
<CAPTION>
Year ending
December 31, Commitment
------------- -------------
<S> <C> <C>
1998 $ 788,000
1999 1,051,000
2000 1,051,000
2001 263,000
-------------
$3,153,000
=============
</TABLE>
Litigation
The Company settled all outstanding issues in December 1997 involving
Theodore Konopelski, a former director, employee and officer that the
Company terminated for cause. Mr. Konopelski had disputed such termination.
The settlement required a cash payment, which amount was not material to the
financial position or results of operations of the Company.
The Company is currently engaged in litigation with a former employee who
the Company sought action against relative to a breach of confidentiality
and defamation of character. The former employee has responded with a
counter claim alleging defamation of character and is seeking $500,000 in
damages. The litigation is presently in the discovery stage. The Company
believes the counter claim is without merit and is vigorously defending such
action. The Company believes that the ultimate outcome of such action will
not have a material impact on the financial condition or results of
operations of the Company.
<PAGE>
8
The Company is presently engaged in litigation with an individual who
alleges that he never received approximately 40,000 shares of Common Stock
he allegedly purchased from the Company. The Company never received any
funds from such alleged purchaser and denies any liability. The Company
believes the suit is without merit and that the ultimate outcome will not
have a material impact on the financial condition or results of operations
of the Company.
Financing
On March 25, 1998, the Company received a non-binding letter of intent to
purchase 1,650,000 shares of the Company's common stock at a price of $.75
per share in a private placement (the "Placement"). On May 12,1998, the
non-binding letter of intent was converted into a firm commitment to
complete the Placement on or before June 15, 1998. Based on the terms of the
Placement, the Company would realize minimum net proceeds of approximately
$1,052,000 from the Placement after the deduction of fees. The Placement
also provides for demand registration rights.
<PAGE>
9
Item 2. Managements Discussion and Analysis or Plan of Operation
Certain statements in this Report under the caption "Management's
Discussion and Analysis and Plan of Operation" and elsewhere constitute or may
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 (the "Litigation Reform Act"),
including, without limitation, statements regarding future cash requirements.
The Company desires to avail itself of certain "safe harbor" provisions of the
Litigation Reform Act and is therefore including this special note to enable
the Company to do so. Such forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause the actual results,
performance or achievements of the Company, or industry results, to be
materially different from any future results, performance, or achievements
expressed or implied by such forward-looking statements. Such factors include,
among others, the following: inability to obtain additional financing on
acceptable terms, manufacturing delays due to equipment or technical problems,
delays in product development; failure to receive or delays in receiving
regulatory approval; lack of enforceability of patents and proprietary rights;
general economic and business conditions; industry capacity; industry trends;
demographic changes; competition; material costs and availability; the loss of
any significant customers; changes in business strategy or development plans;
quality of management; availability, terms and deployment of capital;
business abilities and judgment of personnel; availability of qualified
personnel; changes in, or the failure to comply with, government
regulations; and other factors referenced in this report.
Overview
During 1997, the Company began the commercialization of many of its
proposed products. Since its inception in 1993, the Company had been
engaged primarily in research and development, business and financial
planning, recruitment of key management and technical personnel, raising
capital to fund operations and the development of its HPDL product
prototypes. The Company has since completed the construction and equipping of
the first phase of its manufacturing facility and has begun the
commercialization of its products and the generation of sales revenues. The
Company is focused on increasing sales in order to fully utilize its production
capacity. Increasing sales levels and higher utilization of production capacity
are critical to the Company's financial success. Financial resources and
liquidity during this period of growth are of utmost importance and concern to
the Company. The Company has a sales order backlog of approximately $3,200,000
as of May 1, 1998 with requested customer delivery dates principally through
the end of 1998. The Company has the production capacity to ship a substantial
portion of this backlog in 1998. The Company also continues to secure
licensing agreements for the production, marketing and sale of technologically
improved products which complement their existing product line. In connection
therewith, the Company continues to advance under the structured program
provided as part of the exclusive licensing agreement with Northwestern
University. The Company had previously been granted the right to produce,
market and sell aluminum free HPDLs worldwide. Laboratory research has
demonstrated vast improvements in lifetime with devices produced using this
technology. The Company believes the aluminum free technology will give the
Company both a significant technological advantage over the competition as well
as a significantly broader market base within which the Company can sell its
products. It is believed that it will take six to nine months to commercialize
and market this technology, although no assurance can be provided that the
Company can achieve these goals. Coherent, Inc., a competitor of the Company,
has advised the Company and Northwestern University that it believes that the
patent rights under the Northwestern License do not cover the manufacture of
aluminum free products other than by MOCVD. Alternatively, Coherent, Inc.
claims that its products do not infringe on the Northwestern patents. The
Company intends to enforce its rights under the Northwestern License.
<PAGE>
10
The manufacture of semiconductor lasers such as those sold by the Company is
a highly complex and precise process, requiring production in a highly
controlled and clean environment with the utilization of materials free of
defects and contamination. These factors have a significant impact on
production yields and product reliability which in turn affect operating
results and future customer acceptance. The Company as well as other
semiconductor laser manufacturers have, from time to time, experienced
technical production problems which have resulted in adverse financial
consequences. The Company believes it has taken the appropriate steps in its
development to address such problems, although no assurance can be given that
the Company's systems, procedures, procurement efforts and production process
are such that these problems will not be experienced in the future.
Since the onset of full commercial production, the Company, on occasion, has
been unable to manufacture certain products in quantities sufficient to meet
the demands of its existing customer base and that of new customers based upon
equipment and/or other technical problems arising at various points during the
production process. While at this time the Company is not experiencing any
significant technical manufacturing problems, there can be no assurance that
technical manufacturing problems could not arise in the future. The recent
growth in the Company's product demand and the expansion in the scope of its
operations has placed considerable strain on Company management, financial,
manufacturing and other resources and has required the Company to continually
improve a variety of operating, financial and other systems. There can be no
assurance that any existing or new systems, procedures or controls will be
adequate to support the Company's operations or that its systems, procedures
and controls will be designed, implemented or improved in a cost effective
and timely manner. Lack of financial resources to implement, improve and
expand such systems, procedures and controls in an efficient manner and at a
pace consistent with the Company's business could have a material adverse
impact on the Company's business and results of operations.
Results of Operations
Effective April 1, 1997, the Company was no longer considered to be a
Development Stage Enterprise. During the period in which the Company was
considered a Development Stage Enterprise, sales of prototype units and the
cost associated therewith were offset against research and development
expenses.
Sales for the three months ended March 31, 1998 were approximately $258,000,
representing an increase of approximately 70% over the fourth quarter of 1997.
For the three months ended March 31, 1997 no sales revenues were recorded as
the Company began commercial operation April 1, 1997. Prior to this date, the
Company was not in commercial production, but rather was using subcontractors
to produce prototype products and, in accordance with financial reporting
requirements applicable to Development Stage Enterprises, was offsetting the
revenue and cost associated with the sale of such prototypes against research
and development expenses.
Cost of sales, which includes materials, production labor and certain overheads
was approximately $652,000 for the three months ended March 31, 1998 as
compared to $0 for the same period in 1997. The increase is attributable to
the cost of prototype units produced prior to commercial operation (April 1,
1997) being charged to research and development expenses and increases in
levels of production labor and overheads associated with the onset of
commercial production. Cost of sales levels are expected to exceed sales
levels until sales levels commensurate with production capacity are achieved.
The Company expects sales levels to increase in the future, thus steadily
increasing production levels to levels approximating full capacity, although
no such assurance can be provided.
<PAGE>
11
Research and Development expenditures were approximately $7,000 for the three
months ended March 31, 1998 as compared to approximately $509,000 in the same
period in 1997. The decrease in such expenditures is primarily associated with
production labor and certain overheads associated with the sale of prototype
units through April 1, 1997, being charged to research and development expenses
as compared to recognition of these same costs as cost of sales subsequent to
April 1, 1997.
Sales and Marketing expenses were approximately $127,000 for the three months
ended March 31, 1998 as compared to approximately $138,000 for the same period
in 1997. The decrease is attributable to decreases in costs associated with
trade show participation, principally the costs associated with the Company's
trade show display offset by increases in advertising activities.
General and Administrative expenses were approximately $510,000 for the three
months ended March 31, 1998 as compared to approximately $420,000 for the same
period in 1997. The increase of approximately $90,000 is attributable primarily
to the transition of the Company from a development stage enterprise to
commercial operation. In connection therewith, insurance costs increased
approximately $8,000 as a result of increased property and equipment value's,
the addition of Directors and Officers insurance and higher workman's
compensation insurance as a result of an increased number of employees.
Salaries and fringe benefit costs increased approximately $75,000 as a result
of additional employee levels and the replacement of previous employees at
higher rates. Legal and consulting fees decreased approximately $115,000 as a
result of decreased litigation activities. Increases in equipment, furniture
and fixture leasing costs amounted to approximately $20,000. Increases
amounting to approximately $102,000 were experienced in the areas of repairs
and maintenance, property taxes, utilities, depreciation, recruiting, office
and telephone expenses, all being associated with the increase in activities
and assets values associated with the transition from development stage to full
commercial operation.
Interest income decreased approximately $27,000 as a result of lower levels
of invested cash occasioned by the operating demands associated with the
transition to commercial operation and the lack of significant sales revenue.
Liquidity and Capital Resources
The Company's cash and cash equivalents at March 31, 1998 were $836,687 as
compared to $1,934,574 at December 31, 1997, a net decrease of $1,097,887 for
the three months ended March 31, 1998. The decrease is the result of
$949,501 used in operating activities and $148,386 used in investing and
financing activities.
The Company has available an unused, secured line of credit in the amount of
$1,000,000 for purposes of providing working capital, if necessary. The line
bears interest at prime plus 1.5% on the used portion and matures March 31,
1999.
<PAGE>
12
To date, the Company has experienced significant losses, which losses are
continuing. The Company believes that on an operating basis it can achieve
break even on monthly sales of approximately $400,000. The Company believes it
will begin to achieve this level of sales at some point prior to the end of
1998. There is no assurance that this projection will be met or that profits
will be achieved and/or positive cash flow will be achieved. Until such time,
working capital must be obtained from equity financings and or borrowings or
the Company must undertake actions to reduce operating expenses. In connection
therewith, the Company secured a non-binding letter of intent on March 25,
1998 which, on May 12, 1998, was converted into a firm commitment to close on
or before June 15, 1998 on the same terms described in the non-binding letter
of intent. Although the Company believes the commitment will be met, no such
assurance can be provided. However, the Company would have legal recourse in
the event the commitment is not met.
<PAGE>
13
PART II. - OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is involved in litigation described in Note 5 in the
financial statements. This litigation does not involve more than
10% of the Company's assets
Item 2. Changes in Securities and Use of Proceeds.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information.
None
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
No. 27 Financial Data Schedule
(b) Reports on Form 8-K.
None
<PAGE>
14
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.
Semiconductor Laser International Corporation
---------------------------------------------
(Registrant)
Date: May 15, 1997 By:/s/ Geoffrey T Burnham
----------------------------
Geoffrey T. Burnham
Chairman, President and
Chief Executive Officer
(principal executive officer
and principal financial and
accounting officer)
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 836,687
<SECURITIES> 0
<RECEIVABLES> 364,159
<ALLOWANCES> 49,610
<INVENTORY> 239,684
<CURRENT-ASSETS> 1,434,670
<PP&E> 3,061,138
<DEPRECIATION> 251,821
<TOTAL-ASSETS> 4,839,880
<CURRENT-LIABILITIES> 923,093
<BONDS> 0
0
0
<COMMON> 83,896
<OTHER-SE> 2,942,056
<TOTAL-LIABILITY-AND-EQUITY> 4,839,880
<SALES> 257,682
<TOTAL-REVENUES> 257,682
<CGS> 652,433
<TOTAL-COSTS> 644,853
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 21,041
<INCOME-PRETAX> (1,022,751)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,022,751)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,022,751)
<EPS-PRIMARY> (.12)
<EPS-DILUTED> (.12)
</TABLE>
