UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM 10-QSB
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the thirteen weeks ended September 27, 1998 Commission File Number 33-86166
RED HOT CONCEPTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 52-1887105
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6701 Democracy Boulevard
Suite 300
Bethesda, Maryland 20817
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (301) 493-4553
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 of 15(d) of the Securities and 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
As of November 1, 1998, 3,420,782 shares of common stock par value, $.01 per
share were outstanding.
<PAGE>
RED HOT CONCEPTS, INC. AND SUBSIDIARY
FORM 10-QSB
QUARTERLY REPORT
For the Period Ended September 27, 1998
INDEX
Part I: FINANCIAL INFORMATION
Item 1: Financial Statements
Condensed Consolidated Balance Sheet as of September 27, 1998
[Unaudited] and December 29, 1997 3-4
Condensed Consolidated Statements of Operation for the
thirteen week period June 29, 1998 to September 27, 1998 and
the thirty-nine week period December 29, 1997 to September 27,
1998 [Unaudited] 5
Condensed Consolidated Statement of Stockholders' Equity for
the thirty-nine week period December 29, 1997 to September 27,
1998 6
Condensed Consolidated Statements of Cash Flows for the
thirty-nine week period December 29, 1997 to September 27,
1998 [Unaudited] 7
Notes to Condensed Consolidated Financial Statements 8-10
Item 2: Management's Discussion and Analysis of Financial
Condition and Results of Operations 11-12
Part II: OTHER INFORMATION 13
SIGNATURES 14
2
<PAGE>
RED HOT CONCEPTS, INC. AND SUBSIDIARIES (RHC)
CONDENSED CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 27, 1998 [UNAUDITED]
September 27, December 29,
1998 1997
[Audited]
Assets:
Cash and Cash Equivalents $ 6,583 $ 109,255
Restricted Cash 100,000 210,390
Due From Celebrated Group 11,596 11,596
Prepaid Expenses 24,213 24,213
Accrued Interest Receivable 13,000 13,000
---------- ----------
Total Current Assets 155,392 368,454
========== ==========
Furniture and Equipment - Net 6,222 6,221
========== ==========
Other Assets:
Officer Loan Receivable 31,149 31,149
Investment in Celebrated Group 4,701,310 5,375,790
---------- ----------
Total Other Assets 4,732,459 5,406,939
========== ==========
Total Assets $4,894,073 $5,781,614
========== ==========
3
<PAGE>
RED HOT CONCEPTS, INC. AND SUBSIDIARIES (RHC)
CONDENSED CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 27, 1998 [UNAUDITED]
<TABLE>
<CAPTION>
September 27, 1998 December 29, 1997
[Audited]
<S> <C> <C>
Liabilities and Stockholders' Equity:
Current Liabilities:
Accounts Payable and Accrued Expenses $ 202,845 $ 537,130
Accrued Interest Payable - Related Party 293,787 230,065
----------- -----------
Total Current Liabilities 496,632 767,195
----------- -----------
Long Term Liabilities:
Due to Related Party 1,226,125 781,253
----------- -----------
Total Liabilities 1,722,757 1,548,448
Commitments and Contingencies -- --
Stockholders' Equity:
Series A Preferred Stock, $1.00 Par Value,
100,000 Shares Authorized,
0 Issued and Outstanding -- --
Series B Preferred Stock, $2.00 Par Value,
725,000 Shares Authorized,
725,000 Shares Issued and Outstanding 1,450,000 1,450,000
Common Stock, $.01 Par Value,
20,000,000 Shares Authorized,
3,420,782 Shares Issued and Outstanding 34,207 34,207
Additional Paid-in Capital 8,443,416 8,443,416
Accumulated Deficit (6,633,114) (5,571,263)
Cumulative Foreign Currency Translation Adjustment (123,194) (123,194)
----------- -----------
Total Stockholders' Equity
3,171,315 4,233,166
----------- -----------
Total Liabilities and Stockholders' Equity $ 4,894,073 $ 5,781,614
----------- -----------
</TABLE>
The Accompanying Notes are an Integral Part of these Condensed Consolidated
Financial Statements.
4
<PAGE>
RED HOT CONCEPTS, INC. AND SUBSIDIARIES (RHC)
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS [UNAUDITED]
<TABLE>
<CAPTION>
For the Thirteen Weeks For the Thirty-Nine Weeks
June 29, 1998 June 30, 1997 December 29, December 30,
to September to September 1997 to 1996 to
27, 1998 28, 1997 September 27, September
1998 28, 1997
<S> <C> <C> <C> <C>
Revenues $-0- $-0- $-0- $-0-
Cost of Revenues:
Cost of Revenues -- -- -- --
Restaurant Expense -- -- -- --
========== ========== ========== ==========
Total Cost of Revenues -- -- -- --
========== ========== ========== ==========
Gross Profit -- -- -- --
General and Administrative Expenses 81,739 242,115 323,697 843,025
Equity Portion of Celebrated Group Loss 232,560 -- 674,480 --
---------- ---------- ---------- ----------
Operating Loss 314,299 242,115 998,177 843,025
Other Income (Expense):
Interest Income 48 -- 48 2,904
Interest Expense 23,925 78,336 63,722 270,020
========== ========== ========== ==========
Net Loss 338,176 320,451 1,061,851 1,110,149
========== ========== ========== ==========
Net Income (Loss) Per Share [Note E] $ (.10) $ (0.9) $ (0.31) $ (0.32)
---------- ---------- ---------- ----------
Weighted Average Number of Shares Outstanding [Note E] 3,420,782 3,417,449 3,420,782 3,417,449
========== ========== ========== ==========
</TABLE>
5
<PAGE>
RED HOT CONCEPTS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY [UNAUDITED]
<TABLE>
<CAPTION>
Cumulative
Foreign
Common Stock Additional Preferred Stock Currency Total
Number of Paid-in Number of Accumulated Translation Stockholders'
Shares Amount Capital Shares Amount [Deficit] Adjustment Equity
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance December 31, 1995 1,587,449 $15,874 $4,781,451 -- $ -- $(1,398,326) $ (14,416) $ 3,384,583
Additional Offering Costs(1)(B) -- -- (55,000) -- -- -- -- (55,000)
Issuance of Common Stock [Net
Of $103,252 of Expenses (1)(C)] 1,500,000 15,000 2,581,748 -- -- -- -- 2,596,748
Funds Received in 1996 for
533,333 Shares of Common
Stock to be Issued in 1997 (1)(C) -- -- 800,000 -- -- -- -- 800,000
Fair Value of Stock Purchase
Warrants (9) -- -- 840,078 -- -- -- -- 840,078
Issuance of Common Stock of
Subsidiary for Lease Guaranty (12) -- -- (2,488) -- -- -- -- (2,488)
Net Loss for the fifty-two week
Period ended December 29, 1996 -- -- -- -- -- (6,294,829) -- (6,294,829)
Foreign Currency Translation
Adjustment -- -- -- -- -- -- (42,754) (42,754)
--------- ------- ---------- -------- ---------- ----------- ---------- -----------
Balance - December 29, 1996 3,087,449 $30,874 $8,945,789 -- -- $(7,693,155) $ (57,170) $ 1,226,338
========= ======= ========== ======== ========== =========== ========== ===========
Issuances of Common Stock 333,333 3,333 (3,333) -- -- -- -- --
Convertible Debt to Preferred Stock -- -- -- 725,000 1,450,000 -- -- 1,450,000
Adjustment for Unamortized Value
of Warrants Cancelled (9) -- -- (449,040) -- -- -- -- (499,040)
Net Income [Loss] for the Fifty-
Two week period ended
December 28, 1997 -- -- -- -- -- 2,121,893 -- 2,121,893
Foreign Currency Translation
Adjustment (66,025) (66,025)
--------- ------- ---------- -------- ---------- ----------- ---------- -----------
Balance - December 28, 1997 3,420,782 $34,207 $8,443,416 $725,000 $1,450,000 $(5,571,262) $ (123,195) $ 4,233,166
========= ======= ========== ======== ========== =========== ========== ===========
Net Loss for the Thirty-Nine
Period Ended September 27, 1998 -- -- -- -- -- (1,061,851) -- (1,061,851)
Balance - September 27, 1998 3,420,782 $34,207 $8,443,416 $725,000 $1,450,000 $(6,633,114) $ (123,195) $ 3,171,315
========= ======= ========== ======== ========== =========== ========== ===========
</TABLE>
Foreign Currency Translation
The functional currency for the Company's United Kingdom subsidiary and
Australian subsidiary is the British pound sterling and Australian dollar,
respectively. The translation from British pound sterling and Australian dollars
in to U.S. dollars is performed for balance sheet accounts using current
exchange rates in effect at the balance sheet date and for revenue and expense
accounts using a weighted average exchange rate during the period. The gains or
losses resulting from such translation are included in stockholders' equity.
Equity transactions denominated in British pound sterling and Australian dollars
have been translated into U.S. dollars using the effective rate of exchange at
date of issuance.
6
<PAGE>
RED HOT CONCEPTS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS [UNAUDITED]
<TABLE>
<CAPTION>
For the Thirty-Nine For the Thirty-Nine
Week Period Week Period
December 29, 1997 December 30, 1996
to September 27, to September 28,
1998 1997
<S> <C> <C>
Operating Activities:
Net Cash - Operating Activities $ (547,544) $ (985,139)
=========== ===========
Investing Activities:
Purchase of Furniture, Fixtures and Leasehold Improvements -- 69,402
Store Development and Unit Preopening Costs -- (304,094)
Development and License Agreement -- 0
Loan to Officer - Net -- 82,636
----------- -----------
Net Cash - Investing Activities -- (152,056)
=========== ===========
Financing Activities:
Preferred Shares 444,872 0
Proceeds from Loan from Related Party -- 889,579
Repayment of Debt -- (110,952)
Proceeds from Sale of Common Stock -- 0
Deferred Opening Costs -- 0
----------- -----------
Net Cash - Financing Activities 444,872 778,627
=========== ===========
Effect of Exchange Rate Changes on Cash -- --
=========== ===========
Net [Decrease]/Increase in Cash and Cash Equivalents (102,672) (358,568)
Cash and Cash Equivalents - Beginning of Periods 109,255 534,145
----------- -----------
Cash and Cash Equivalents - End of Periods $ 6,583 $ 175,577
=========== ===========
Supplemental Disclosures of Cash Flow Information:
Cash paid during the periods for:
Interest Paid --
Taxes Paid --
Supplemental Disclosures of Cash Flow Information:
Cash Paid During the Period for:
Interest Paid -- $ --
Taxes Paid -- 411,037
Preferred Shares Issued in Exchange for Related Party Debt -- 1,450,000
</TABLE>
The Accompanying Notes are an Integral Part of these Condensed Consolidated
Financial Statements.
7
<PAGE>
RED HOT CONCEPTS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS [UNAUDITED]
[A] Significant Accounting Policies
Significant accounting policies of RED HOT CONCEPTS, INC. and subsidiary
(the "Company") are set forth in the Company's Form 10-KSB for the year
ended December 28, 1997, as filed with the Securities and Exchange
Commission.
[B] Basis of Reporting
The balance sheet as of September 27, 1998, the statements of operations for
the period December 29, 1997 to September 27, 1998, and for the period
December 30, 1996 to September 28, 1997, the statement of stockholders'
equity for the period December 31, 1995 to September 27, 1998, and the
statements of cash flows for the period December 29, 1997 to September 27,
1998 and for the period December 29, 1996 to September 28, 1997 have been
prepared by the Company without audit. The accompanying interim condensed
unaudited financial have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions of Form 10-QSB and Regulation SB. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
the management of the Company, such statements include all adjustments
[consisting only of normal recurring items] which are considered necessary
for a fair presentation of the financial position of the Company at June 28,
1998, and the results of its operations and cash flows for the twenty-six
weeks then ended. It is suggested that these unaudited financial statements
be read in conjunction with the financial statements and notes contained in
the Company's Form 10-KSB for the year ended December 28, 1997.
Certain reclassifications may have been made to the 1997 financial
statements to conform to classification.
[C] Due To Related Parties
Woodland Limited Partnership ["Woodland"] is a partnership controlled by
members of Mr. Colin Halpern's family. Mr. Halpern is the President and
Chairman of the Board of the Company. As of September 27, 1998, the balance
due to Woodland for funds advanced to the Company was $1,519,912 which
includes accrued interest payable of $293,787. This note has been extended
to December 1998. During 1997, funds were advanced and repayments were made
to Woodland of approximately $300,000.
In June 1996, as partial consideration for the conversion of short-term
advances to a note payable loan, the Company issued a common stock purchase
warrant entitling Woodland to purchase 166,667 shares of the Company's
common stock at $7.50 per share for a period of 24 months commencing on the
date of the loan. The warrants will be redeemable at $.01 per share if the
closing bid price of the Company's common stock exceeds $30 for 10
consecutive trading days ending within five days of the notice of
redemption. In December 1996, Woodland agreed to extend the note due until
June 1998 and the shares of the Company's common stock at $5.25 per share
for a term expiring December 31, 1999. Woodland agreed to extend the note
due until September 1998. As of December 29, 1996, the note was recorded net
of the fair value of these stock warrants at $694,556. Interest expense
amortized on purchase warrants for the 52 week period ended December 28,
1997 is $130,000. The warrants were cancelled with conversion of the notes
to equity.
In March 1997, the Company agreed with Woodland Limited Partnership to
convert $750,000 of long-term debt to 750,000 shares of $1.00 par value
Series A convertible preferred shares. On September 25, 1997, Woodland
agreed to exchange its $1.00 par value Series A convertible preferred shares
to 375,000 $2.00 par value Series B non-convertible preferred shares.
On September 25, 1997, Woodland agreed to convert an additional $700,000 of
notes payable into 350,000 $2.00 par value Series B non-convertible
preferred shares. The agreed dividend is 8% and is cumulative. The preferred
shares hold the sale voting rights as the common shares. The warrants issued
in connection with notes payable were valued at $145,522 and was accounted
for as a discount to the notes payable to Woodland. At December 28, 1997,
the Company amortized $116,000 as interest expense.
At December 28, 1997, Woodland owns approximately 36% of the Company's
outstanding common stock.
8
<PAGE>
Mr. Halpern also is the Chairman of the Board of International Franchise
Systems, Inc. ["IFS"]. At December 31, 1995, IFS had advanced funds to the
Company in the amount of $183,635. During 1996, the entire amount was
repaid. IFS charges a management fee to the Company for administration
services. For the years ended December 28, 1997 and December 29,1996, this
management fee was $45,000 and $25,000, respectively, and those amounts were
charged to operations. IFS and one of its wholly-owned subsidiaries sublease
a facility to the Company in the United Kingdom. For the year ended December
28, 1997, the Company paid $133,449 for this facility. During the fifty-two
week period ended December 31, 1995, IFS transferred motor vehicles under
capital lease at the remaining net lease value to the Company. These motor
vehicles were returned to the leasing company upon cancellation of the lease
and the related asset and liability were written off during 1996.
The Company has advanced funds to and paid various expenses on behalf of Mr.
Halpern. During 1996, the total amount advanced to Mr. Halpern was $15,148
with repayments of $35,000. At December 28, 1997, the total amount due to
the Company is $31,149. This amount is being offset through reimbursements
due to Mr. Halpern.
Mr. Halpern's son is an attorney with a law firm that provides legal
services to the Company. Legal expense incurred with this firm for the
fifty-two weeks ended December 28, 1997 was $70,000. At December 28, 1997
there was no balance due and owing by the Company to this firm.
The Chief Financial Officer of the Company is also the Chief Financial
Officer of IFS. The charge for his services was $140,000 and is allocated
between the two companies.
[D] Divestitures
On December 19, 1997, the Company sold its rights to Chili's Restaurants in
Australia and New Zealand to Brinker International, Inc. ("Brinker"). The
$2.68 million purchase price was before the payment of liabilities of the
Australian operation which are estimated to be approximately $700,000. The
Company agreed to use the remaining proceeds to repay the Brinker short term
loan.
On December 16, 1997, the Company merged its UK subsidiary, Restaurant House
Ltd. with the Celebrated Group Plc.
[E] Stock Transactions
On January 23, 1997, the Company issued 1,000,000 shares of the 1.6 million
unissued shares of stock sold under a Reg S share offering. As of March 29,
1998, the Company had not issued the remaining 600,000 shares of stock. The
Company is in dispute with the stock subscriber regarding the price to be
paid. For financial reporting purposes, the Company has calculated the
earnings per share with the assumption that the shares had been issued.
In March 1997, the Company agreed with Woodland Limited Partnership to
convert $750,000 of long-term debt to 750,000 shares of $1.00 par value
Series A convertible preferred shares.
On September 25, 1997, Woodland agreed to exchange its $1.00 par value
Series A convertible preferred shares to 375,000 $2.00 par value Series B
non-convertible preferred shares. On September 25, 1997, Woodland agreed to
convert an additional $700,000 of notes payable into 350,000 $2.00 par value
Series B non-convertible preferred shares. The agreed dividend is 8% and is
cumulative. The preferred shares hold the sale voting rights as the common
shares. The warrants issued in connection with notes payable were valued at
$145,522 and was accounted for as a discount to the notes payable to
Woodland. At December 28, 1997, the Company amortized $116,000 as interest
expense.
On November 26, 1997, the Company effected a three-for-one reverse stock
split of its common stock. As a result of the split, there are 3,420,780
shares of common stock outstanding.
Stock Transactions of Subsidiary
In September 1996, Red Hot Pacific issued 53 shares of common stock to
Brinker in connection with a guaranty agreement valued at $1.00.
The above issuance reduced Red Hot ownership of Red Hot Pacific from 100% to
95%. As a result of this stock transaction and related liability for the
guaranty agreement Red Hot reduced its additional paid-in-capital by $2,497
in consolidation.
9
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Result
of Operations
Overview -
Red Hot Concepts was incorporated in the state of Delaware on June 14, 1994. Red
Hot Concepts and its wholly owned subsidiaries (collectively, the "Company") are
owned 36% by Woodland Partnership Ltd. and the remaining shares are publicly
held. The Company was formed to establish and develop the Chili's Grill & Bar
restaurant concept franchised by Brinker International Inc. ("Brinker") outside
the United States.
At December 31, 1997, the Company no longer had the exclusive rights to operate
Chili's restaurants in the United Kingdom or Australia. From November 1995 until
December 18, 1997, the Company owned the Chili's concept development rights for
Australia and New Zealand. During 1997, the Company operated three Chili's
restaurants in Australia (two in suburban Sydney and one in suburban Melbourne).
However, on December 18, 1997, the Company sold its Australian and New Zealand
operations back to Chili's franchisor, Brinker International, for $2.68 million.
From July 1994 until December 15, 1997, the Company owned the UK rights to the
Chili's concept. During 1997, the Company operated two Chili's restaurants in
the UK (one in Canary Wharf and one in Cambridge). On December 15, 1997, the
Company merged its UK operations into the Celebrated Group Plc ("Celebrated").
The Company's exclusive development rights for Chili's restaurants in the UK
transferred to Celebrated in the merger.
Celebrated is publicly traded on the Alternative Index Market (AIM) of the
London Stock Exchange. As part of the merger, Red Hot Concepts acquired 46% of
Celebrated's outstanding stock and an option to acquire a 50% ownership
interest. In early 1998, a principal officer and a director of the Company
assumed comparable roles at Celebrated, in addition to retaining their positions
with the Company.
Results of Operations -
The Company realized a net loss of $1,061,851 for the thirty-nine weeks ending
September 27, 1998 which compares to a net loss of $1,110,149 for the same
period in 1997. The results for operations in 1997 have been adjusted to
eliminate the trading results of the UK and Australia. The net loss from 1997 to
1998 was reduced significantly reflecting the Company's effort to minimize
expenses. The Company included the net loss of $674,480, its share of the loss
experienced by Celebrated Group for the thirty nine weeks ended September 27,
1998.
Liquidity and Capital Resources
The Company's negative working capital as of September 27, 1998 was
approximately $0.3 million as compared to a negative working capital of $0.4
million as of December 28, 1997. Total current assets were at $0.2 million as of
September 27, 1998. Current liabilities reduced to $0.5 million from December
28, 1997.
The following chart represents the net funds raised and/or used in operating,
financing and investment activities for both periods.
<TABLE>
<CAPTION>
December 29, December 30,
1997 1996
To To
September 27 , September 28, 1997
1998
In Thousands In Thousands
<S> <C> <C>
Net cash (used) in operating activities $(548) $(985)
Cash (used) in investing -- (152)
Cash provided by financing 445 789
</TABLE>
During the thirteen week period ended September 27, 1998, the Company used
approximately $547,544 for operating activities. The Company had a net loss of
approximately $387,419. The Company's accounts payable was reduced by
approximately $334,285.
Cash generated by financing activities for the year was approximately $444,800,
which include the proceeds from a loan from related parties of $444,800.
10
<PAGE>
The Company has improved short term liquidity through a number of different
steps including the reduction of administrative expenses and headcount and the
rescheduling of payment terms on the advances from Woodland Limited Partnership.
The Company believes that additional capital or borrowing will be necessary to
finance working capital in the short-term. The Company does not anticipate that
Celebrated will pay dividends in 1998. The Company does not currently have any
commitments to secure financing and there is no assurance that the Company will
be able to secure financing in the future and that even if the Company is able
to obtain financing, such financing will be available on terms acceptable to the
Company. If the Company's plans change, or if the assumptions or estimates prove
to be inaccurate, of if the Company is unable to raise more funds, the Company
will reduce its holdings in Celebrated.
Impact of Inflation
Inflation is not expected to have a material effect on the company's operations.
11
<PAGE>
Part II OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not a party to any litigation or governmental
proceedings that management believes would result in
judgements or fines that would have a material adverse effect
on the Company.
Item 2. Changes in Securities
Not Applicable.
Item 3. Defaults Upon Senior Securities
Not Applicable.
Item 4. Other Information
Not Applicable.
Item 5. Exhibits
(a) Exhibits
None.
(b) Reports on Form 8-K
None.
12
<PAGE>
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.
RED HOT CONCEPTS, INC.
Date: November 12, 1998 By: /s/ Colin Halpern
Colin Halpern, President
13
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000932623
<NAME> Red Hot Concepts, Inc.
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-27-1998
<PERIOD-START> DEC-29-1997
<PERIOD-END> SEP-27-1998
<CASH> 6,583
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 155,392
<PP&E> 6,222
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,894,073
<CURRENT-LIABILITIES> 202,845
<BONDS> 0
<COMMON> 34,207
0
1,450,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 4,894,073
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 81,739
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 23,925
<INCOME-PRETAX> (338,176)
<INCOME-TAX> 0
<INCOME-CONTINUING> (338,176)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (338,176)
<EPS-PRIMARY> (0.10)
<EPS-DILUTED> (0.10)
</TABLE>
