<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OF 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended: March 31, 1997 Commission file number: 3383526
MATERIAL TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-4453386
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
11835 West Olympic Boulevard
East Tower 705
Los Angeles, California
(address of principal executive offices)
(Zip Code) 90064
(310) 208-5589
(Registrant's telephone number including area code)
Securities Registered pursuant to Section 12 (g) of the Act:
Common
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 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
---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 or Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-Q or any amendment of this
Form 10-Q. [ ]
The aggregate market value of the voting stock held by Non-affiliates of
the registrant at May 1, 1997 was $2,139,555.
Documents incorporated by reference - None.
1
<PAGE>
INDEX
PAGE
----
Part 1. Financial Statements
Balance Sheets 3-4
Statements of Operations
First Quarter Ended March 31, 1996 and 1997 and from
the Company's inception (October 21, 1983) through
March 31, 1997. 5
Statements of Cash Flows
First Quarter Ended March 31, 1996 and 1997 and from
the Company's inception (October 21, 1983) through
March 31, 1997 6-7
Notes to Financial Statements 8
Management's Discussion and Analysis 9
Part 2. Other Information 10
2
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MATERIAL TECHNOLOGY, INC.
(Formerly Tensiodyne Scientific Corporation)
(A Development Stage Company)
BALANCE SHEETS
ASSETS
December 31, March 31,
1996 1997
------------ -----------
(Unaudited)
CURRENT ASSETS
Cash and Cash Equivalents $ - $ 2,783
Accounts Receivable - 4,555
Prepaid Expenses 6,472 5,848
-------- --------
TOTAL CURRENT ASSETS 6,472 13,186
-------- --------
FIXED ASSETS
Property and Equipment, Net
of Accumulated Depreciation 98,016 97,318
-------- --------
OTHER ASSETS
Intangible Assets, Net of
Accumulated Amortization 20,669 20,172
Investment in Tensiodyne Corporation 55,200 13,800
Note Receivable (Including
Accrued Interest) 25,753 25,753
Refundable Deposit 2,189 2,189
-------- --------
TOTAL OTHER ASSETS 103,811 61,914
-------- --------
TOTAL ASSETS $208,299 $172,418
-------- --------
-------- --------
3
<PAGE>
MATERIAL TECHNOLOGY, INC.
(Formerly Tensiodyne Scientific Corporation)
(A Development Stage Company)
BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
December 31, March 31,
1996 1997
----------- -----------
(Unaudited)
CURRENT LIABILITIES
Bank Overdraft $ 2,422 $ -
Accrued Legal Fees 128,191 126,835
Other Accrued Expenses 33,221 39,687
Accrued Officers Salary 372,000 45,000
Accrued Payroll Taxes 19,124 22,656
Loan Payable - Officer 56,846 12,846
Loan Payable-Others 32,627 32,627
Payable on Research and
Development Sponsorship 188,495 188,495
---------- ----------
TOTAL CURRENT LIABILITIES 832,926 468,146
Loans Payable - Officer 122,698 -
Loans Payable - Other 90,893 25,000
---------- ----------
TOTAL LIABILITIES 1,046,517 493,146
---------- ----------
REDEEMABLE PREFERRED STOCK
Class B Preferred Stock, $.001 Par Value
Authorized 510 Shares, Outstanding 15 Shares
at December 31, 1995 and March 31, 1996;
Redeemable at $10,000 Per Share
After January 31, 2004 150,000 150,000
---------- ----------
STOCKHOLDERS' EQUITY (DEFICIT)
Class A Common Stock, $.001 Par Value,
Authorized 10,000,000 Shares, Outstanding
2,580,546, at December 31, 1996, and
5,560,000 Shares at March 31, 1997 2,580 5,560
Class B Common Stock, $.001 Par Value,
Authorized 300,000 Shares, Outstanding
60,000 Shares 60 60
Class A Preferred, $.001 Par Value,
Authorized 10,000,000 Shares
Outstanding 350,000 Shares 350 350
Additional Paid in Capital 1,799,181 2,458,794
Less Notes Receivable - Common Stock (14,720) (36,464)
Deficit Accumulated During the
Development Stage (2,830,869) (2,912,828)
Unrealized Holding Gain on Investment
Securities 55,200 13,800
---------- ----------
TOTAL STOCKHOLDERS' (DEFICIT) (988,218) (470,728)
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS'
(DEFICIT) $ 208,299 $ 172,418
----------- ----------
----------- ----------
See accompanying notes
4
<PAGE>
MATERIAL TECHNOLOGY, INC.
(Formerly Tensiodyne Scientific Corporation)
(A Development Stage Company)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
From Inception
For the Three Months Ended (October 21, 1983)
March 31, Through
1996 1997 March 31, 1997
----------- ----------- ------------------
(Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C>
REVENUES
Sale of Fatigue Fuses $ - $ - $ 64,505
Sale of Royalty Interests - - 198,750
Research and Development Revenue - 4,555 717,135
Test Services - - 10,870
-------- ---------- -----------
TOTAL REVENUES - 4,555 991,260
-------- ---------- -----------
COSTS AND EXPENSES
Research and Development - 4,555 1,512,851
General and Administrative 150,541 83,094 2,233,602
-------- ---------- -----------
TOTAL COSTS AND EXPENSES 150,541 87,649 3,746,453
-------- ---------- -----------
INCOME (LOSS) FROM OPERATIONS (150,541) (87,649) (2,755,193)
-------- ---------- -----------
OTHER INCOME (EXPENSE)
Expense Reimbursed - 1,135 (5,392)
Interest Income 507 - 39,487
Gain on Sale of Tensiodyne Corporation
Common Stock 9,656 - 17,750
Miscellaneous Income - - 25,145
Loss on Sale of Equipment - - (12,780)
Settlement of Teaming Agreement - - 50,000
Litigation Settlement - - 18,095
-------- ---------- -----------
TOTAL OTHER INCOME 10,163 1,135 132,305
-------- ---------- -----------
NET INCOME (LOSS) BEFORE EXTRAORDINARY
ITEMS AND PROVISION FOR INCOME TAXES (140,378) (81,959) (2,622,888)
PROVISION FOR INCOME TAXES - - (7,000)
-------- ---------- -----------
NET INCOME (LOSS) BEFORE
EXTRAORDINARY ITEMS (140,378) (81,959) (2,629,888)
EXTRAORDINARY ITEMS
Forgiveness of Debt - - (289,940)
Utilization of Operating Loss Carry forward - - 7,000
-------- ---------- -----------
NET INCOME (LOSS) $(140,378) $ (81,959) $(2,912,828)
-------- ---------- -----------
-------- ---------- -----------
PER SHARE DATA
Income (Loss) Before Extraordinary Item $ (0.03)
Extraordinary Items -
----------
NET INCOME (LOSS) $ (0.03)
----------
----------
COMMON SHARES OUTSTANDING 2,580,546
----------
----------
</TABLE>
See accompanying notes
5
<PAGE>
MATERIAL TECHNOLOGY, INC.
(Formerly Tensiodyne Scientific Corporation)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
From Inception
For the Three Months Ended (October 21, 1983)
March 31, March 31, Through
1996 1997 March 31, 1997
----------- ----------- ------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $(140,378) $(81,959) $(2,912,828)
--------- -------- -----------
Adjustments to Reconcile Net Income
(Loss) to Net Cash Provided
(Used) by Operating Activities
Depreciation and Amortization 1,388 1,194 160,909
Gain on Sale of Tensiodyne Corporation
Common Stock (9,656) - (17,750)
Charge off of Deferred Offering Costs - - 31,480
(Increase) Decrease in Accounts Receivable - (4,555) (4,555)
(Increase) Decrease in Prepaid Expense - 625 (847)
Loss on Sale of Equipment - - 12,780
Issuance of Common Stock for Services - 2,000 297,965
Issuance of Stock for Agreement Modification - - 152
Forgiveness of Indebtedness - - 165,000
Increase (Decrease) in Accounts
Payable and Accrued Expenses 100,000 53,644 606,179
Interest Accrued on Note Payable 3,917 - 28,551
Increase in Research and Development
Sponsorship Payable - 188,495
(Increase) in Note for Litigation Settlement (507) - (25,753)
(Increase) in Deposits - - (2,189)
--------- -------- -----------
TOTAL ADJUSTMENTS 95,142 52,908 1,440,417
--------- -------- -----------
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES (45,236) (29,051) (1,472,411)
--------- -------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds From Sale of Equipment - - 10,250
Proceeds from Sale of Tensiodyne Corporation
Common Stock 9,656 - 17,750
Purchase of Property and Equipment - - (226,109)
(Increase) in Other Assets - - (69,069)
Payment for License Agreement - - (6,250)
--------- -------- -----------
NET CASH PROVIDED (USED) BY
INVESTING ACTIVITIES 9,656 - (273,428)
--------- -------- -----------
</TABLE>
See accompanying notes
6
<PAGE>
MATERIAL TECHNOLOGY, INC.
(Formerly Tensiodyne Scientific Corporation)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
From Inception
For the Three Months Ended (October 21, 1983)
March 31, March 31, Through
1996 1997 March 31, 1997
----------- ----------- ------------------
<S> <C> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of Common Stock
Net of Offering Costs $25,000 $ 78,256 $ 810,575
Costs incurred in Offering - - (31,480)
Sale of Common Stock Warrants - - 18,250
Sale of Preferred Stock - - 258,500
Sale of Redeemable Preferred Stock - - 150,000
Capital Contributions - - 301,068
Proceeds from Note Payable - - (5,000)
Loans From Officers 26,250 19,000 375,307
Repayments to Officer - (63,000) (293,262)
Increase in Loan Payable-Others 668 - 164,664
------- -------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES: 51,918 34,256 1,748,622
------- -------- ----------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 16,338 5,205 2,783
BEGINNING BALANCE CASH AND
CASH EQUIVALENTS 1,226 (2,422) -
------- -------- ----------
ENDING BALANCE CASH AND CASH
EQUIVALENTS $17,564 $ 2,783 $ 2,783
------- -------- ----------
------- -------- ----------
</TABLE>
See accompanying notes
7
<PAGE>
MATERIAL TECHNOLOGY, INC.
(FORMERLY TENSIODYNE SCIENTIFIC CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 1. In the opinion of the Company's management, the accompanying unaudited
financial statements contain all adjustments (consisting of normal
recurring accruals) necessary to present fairly the financial position
of the Company as of March 31,1996 and 1997 and the results of
operations and cash flows for the three month periods then ended. The
operating results of the Company on a quarterly basis may not be
indicative of operating results for the full year.
8
<PAGE>
MATERIAL TECHNOLOGY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITIONS AND RESULTS OF OPERATIONS
RESULTS OF OPERATION FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1997
The company had no sales during the three month periods ended March 31, 1996 and
1997. Revenue generated during the first quarter of 1996 consisted of interest
of $507 which accrued on a note due the Company and $9,656 on the sale common
stock of Tensiodyne Corporation which the Company received on settlement of past
claims which it had against Tensiodyne. Revenue generated during the first
quarter of 1997 consisted of $4,555 for research and development pursuant to a
subcontract arrangement and $1,135 for expense reimbursement which offsets
certain direct expenses and overhead attributable to the tasks the company is
obligated to perform under the contract.
General and administration costs were $150,541 and $83,094, respectively, for
the three-month periods ended March 31,1996 and 1997. The major costs incurred
during the first quarter of 1996 consisted of telephone of $4,813, rent of
$3,862, professional fees of $20,183, officer's salary of $165,000, and office
expense of $8,051. The major costs incurred during the first quarter of 1997
consisted of officer's salary of $45,000, professional fees of $21,643,
telephone expense of $2,800, office expense of $1,869, and rent of $3,563.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents as of March 31,1996 and 1997 were (2,422) and $2,783
respectively. During the first quarter of 1996, the Company received $26,250
from officer loans. During the first quarter of 1997, the Company paid down
officer's loans by $44,000.
9
<PAGE>
Part II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITES
On February 9, 1996, the Corporation's Board of Directors adopted Material
Technology, Inc.'s 1996 Stock Option Plan. The plan authorizes the
Corporation to issue to the Corporation's key employees, advisors,
consultants, directors, and officers options to purchase shares of the
Corporation's common stock. Under the plan, the Corporation may issue
options to purchase up to 120,000 shares of the Corporation's Common Stock
on terms and conditions consistent with the Plan determined by the officers
of the Corporation at the time the options are issued.
On February 21, 1996, the Corporation registered the shares to be issued
pursuant to the plan with the Securities and Exchange Commission by filing
a Form S-8 registration statement.
On December 19,1996, the Corporation awarded the 1996 Stock Option Plan and
increased the number of shares the Corporation may issue thereunder to
240,000 shares.
As of May 1, 1997, the Corporation has granted 205,000 options under the
Corporation's 1996 Stock Options Plan.
THE STOCK PURCHASE AGREEMENT
As of February 17, 1997, the Corporation entered into a Stock Purchase
Agreement with Montpilier Holdings, Inc., ("MHI") SecurFone America, Inc.,
("SecurFone") and Robert M. Bernstein, the Chief Executive Officer and
controlling shareholder of both the Corporation and Material Technologies,
Inc., ("Matech 2"). Under that agreement, the parties intend to effect a
reverse merger of SecurFone into the Corporation immediately after
distributing 5,000,000 shares of Matech 2's Class A Common Stock to the
Corporation's shareholders. Upon closing, SecurFone's shareholders will
acquire 90% of the Corporation's outstanding capital stock in exchange for
100% of SecurFone's outstanding capital stock.
The principal executive offices of Matech 2 and SecurFone America, Inc. are
as follows:
Material Technologies, Inc. SecurFone America, Inc.
East Tower, Suite 705 Suite 220
11835 West Olympic Boulevard 5850 Oberlin Drive
Los Angeles, CA 90064 San Diego, CA 92121
(310) 208-5589 (619) 677-5580
10
<PAGE>
In connection with the Stock Purchase Agreement, the Corporation issued
2,319,454 shares of its Class A Common Stock so that the total number of shares
outstanding was increased from 2,680,546 shares to 5,000,000 shares as follows:
Number of Shares Number of Shares
Issued to all Issued to
Description Shareholders Robert M. Bernstein
------------------------------- ---------------- --------------------
Outstanding as of March 9, 1997 2,680,546 916,676
Issued to Robert M. Bernstein 1,499,454 1,499,454
in lieu of $372,000 in
accrued salary
Issued to Robert M. Bernstein 520,000 520,000
for $108,000 Note
Issued to the Baker Group for 280,000 0
$58,000 Note
Issued to Matech 1's Counsel for 20,000 0
Services in 1995 and 1996
TOTAL ISSUED 2,319,454
TOTAL OUTSTANDING 5,000,000 2,936,130
Matech 2 was incorporated on March 4, 1997, for this transaction. On
March 9, Matech 2's Board authorized issuance of 5,560,000 shares of its
Class A Common Stock to the Corporation in exchange for all of the
Corporation's assets and liabilities. Matech 2 also issued (a) 60,000
shares of its Class B Common Stock to Robert M. Bernstein in exchange
for cancellation of his 60,000 shares of the Corporation's Class B
Common Stock, (b) 350,000 shares of Matech 2's Class A Convertible
Preferred Stock to the Baker Group in exchange for cancellation of that
group's 350,000 shares of the Corporation's Class A Preferred Stock, (c)
15 shares of Matech 2's Class B Preferred Stock to Tensiodyne
Corporation in exchange for cancellation of the Corporation's Class B
Preferred Stock, and (d) 1,700,000 warrants to purchase 1,700,000 shares
of Matech 2's Class A Common Stock for $.50 per share in exchange for
cancellation of like warrants to purchase the Corporation's common
stock. The rights, privileges, and designations of Matech 2's Class B
Common Stock, warrants, and its preferred stock are the same as the
Corporation's corresponding securities except the redemption date of the
Class B Preferred Stock was changed from January 31, 2004 to January 1,
2002. As a result, the Corporation has outstanding 5,000,000 shares of
its Class A Common Stock and no other securities.
On March 9, 1997, the Corporation's Board authorized the exchange of its
assets and liabilities for 5,560,000 shares of Matech 2's Class A Common
Stock. That transaction will be approved by the majority of the
Corporation's shareholders approximate 21 days after an information
Statement is mailed to Matech 1's shareholders who will not vote on the
transaction. The Corporation also agreed to distribute 5 million shares
of Matech 2's Class A Common Stock to the Corporation's shareholders in
a ratio of one for one. The Corporation intends to distribute 369,172
shares of Matech 2's Class A Common Stock to 405 shareholders upon the
effectiveness of an S-1 Registration Statement filed with the Securities
and Exchange Commission on March 19, 1997. The remainder of the
5,000,000 shares being distributed will be distributed to the
Corporation's affiliates under the private offering exemption from
registration and such shares will be restricted. The Corporation will
retain 560,000 shares of Matech 2's Class A Common Stock equal to 10.1%
of the outstanding shares.
After the distribution, the Corporation will reverse split its 5,000,000
outstanding shares, 1 for 10, leaving approximately 500,000 shares
outstanding. Fractional shares will be rounded up. Thus, stockholders
owning less than ten shares of the Corporation's Class A Common Stock
will still receive one share in the reverse split.
11
<PAGE>
The Corporation will then issue 4,500,000 new shares to SecurFone
shareholders in exchange for all of SecurFone's outstanding shares
leaving the Corporation's present shareholders with a 10% interest in
SecurFone. SecurFone will pay Matech 2 $120,000 to cover the expenses
related to the transaction. The Corporation will then change its name to
SecurFone America, Inc.; its officers and directors will resign; and new
directors will be elected and new officers appointed. The Corporation's
present shareholders will retain approximately 90% of their interest in
the Corporation's metal fatigue technologies business through Matech 2
and own 10% of SecurFone's prepaid cellular telephone and calling card
business as well.
SecurFone is a start-up company providing prepaid cellular and telephone
line calling cards. SecurFone utilizes an advanced switching platform
to provide prepaid debit products to telephone customers. SecurFone's
principal offices are in San Diego, California and its primary network
facilities are in Miami, Fl.
The transfer of assets and liabilities to Matech 2 and the distribution
of Matech 2's shares are designed to provide the Corporation's
shareholders with an interest in SecurFone's business while separating
the two businesses which have distinct missions and distinct financial,
investment, and operating characteristics, as well as different
management teams. Maintaining the separation allows each company to
adopt strategies and pursue objectives appropriate to its specific
business to be valued independently from the other. The distribution
enables the Corporation's management to concentrate its attention and
resources on developing its Fatigue Fuse and Electrochemical Fatigue
Sensor without regard to the corporate and financial objectives and
policies of SecurFone. The distribution allows investors to evaluate
better, in accordance with their objectives and views, the different
merits and outlooks of Matech 2 and SecurFone.
It is management's understanding that the distribution will be a taxable
dividend to the Corporation's shareholders. The Corporation's
shareholders will be required to include in their taxable ordinary
income for the taxable year in which the distribution is received, the
fair market value of the Corporation's Stock distributed to them. The
Corporation's Board of Directors has determined that the value of its
Common Stock is $.001 per share. This value was determined due to the
lack of marketability of the Corporation's stock, as well as its
negative net worth and its predecessors' history of accumulated losses.
There can be no assurance that the Internal Revenue Service (the
"Service") or other taxing agency will not assert a higher value,
resulting in greater tax liability to the Corporation's shareholders as
a result of the distribution.
The reverse merger contemplated by the Stock Purchase Agreement is
conditioned on the Registration Statement filed with the Securities and
Exchange Commission on March 19, 1997, becoming effective to allow
distribution of Matech 2's Class A Common Stock to the Corporation's
public shareholders prior to June 15, 1997. The Corporation is aware of
no other federal or state regulatory requirements or approvals that will
be necessary prior to effecting the proposed reverse merger of SecurFone
into the Corporation.
These transactions are contingent on satisfying certain conditions and
the closing is expected to occur by June 15, 1997. Assuming that these
conditions are satisfied, the Board of Directors intends to authorize
the Corporation to close the transactions. Concurrent with the closing,
each of the current members of the Board of Directors will resign and
Robert M. Bernstein, by written consent, will (a) amend the
Corporation's Bylaws to increase the number of directors to five (5) and
(b) will elect new directors.
12
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
From 1994 to 1996, no annual meeting of stockholders of the Corporation has
been held. Delaware law specifies that an annual meeting of stockholders
should be held but provides no penalty for failure of the corporation to do
so. Since the Corporation has not conducted significant business operations
for the last several years, the Corporation's directors and officers deemed
that no annual meeting was necessary or advisable. Given the Corporation's
lack of funds, the cost of an annual meeting was prohibitively expensive.
On April 10, 1996, in accordance with Section 228 (a) of the General
Corporation Law of Delaware, the majority shareholder Robert M.
Bernstein consented on behalf of the Corporation's shareholders to the
election of Robert M. Bernstein, Joel R. Freedman, and John Goodman as
the Corporation's directors and approved the Board of Directors'
adoption of the Corporation's 1996 Stock Option Plan. By unanimous
consent, these Directors then named Robert M. Bernstein as the
Corporation's Chief Executive Officer, President, and Chief Financial
Officer and named Joel R. Freedman as the Secretary of the
Corporation.
In accordance with Section 228 (d) of the General Corporation Law of
Delaware, the Corporation notified its nonvoting shareholders of the
shareholder action by consent electing directors and approving the
1996 Stock Option Plan.
13
<PAGE>
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.
Material Technology, Inc.
-------------------------
Registrant
/s/ Robert M. Bernstein
-------------------------------------
Robert M. Bernstein,
President and Chief Financial Officer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 2,783
<SECURITIES> 0
<RECEIVABLES> 4,555
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 13,186
<PP&E> 97,318
<DEPRECIATION> 0
<TOTAL-ASSETS> 172,418
<CURRENT-LIABILITIES> 468,146
<BONDS> 0
0
350
<COMMON> 3,560
<OTHER-SE> 2,458,794
<TOTAL-LIABILITY-AND-EQUITY> 172,418
<SALES> 0
<TOTAL-REVENUES> 4,555
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 87,649
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (81,959)
<INCOME-TAX> 0
<INCOME-CONTINUING> (81,959)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (81,959)
<EPS-PRIMARY> (0.03)
<EPS-DILUTED> (0.03)
</TABLE>
