<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-30256
ADVANCED PLANT PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware 59-2762023
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
43 West 33rd Street
New York, New York 10001
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 695-3334
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 No X
The number of shares outstanding of the Registrant's common stock is
110,402,327 (as of 5/09/00).
<PAGE> 2
ADVANCED PLANT PHARMACEUTICALS, INC.
INDEX TO QUARTERLY REPORT ON FORM 10-QSB
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
QUARTER ENDED MARCH 31, 2000
ITEMS IN FORM 10-QSB
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PART I FINANCIAL INFORMATION
Item 1. Financial Statements 1
Item 2. Management's Plan of Operation ___
PART II OTHER INFORMATION
Item 1. Legal Proceedings None
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 ___
Item 6. Exhibits and Reports on Form 8-K ___
</TABLE>
SIGNATURES
<PAGE> 3
PART I
Financial Information
Item 1. Financial Statements.
<PAGE> 4
TABLE OF CONTENTS
-----------------
PAGE
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Consolidated Balance Sheets (unaudited)............................... F-1
Consolidated Statements of Operations (unaudited)..................... F-2
Consolidated Statements of Cash Flows (unaudited)..................... F-3
Notes to the Financial Statements..................................... F-4 - F-9
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ADVANCED PLANT PHARMACEUTICALS, INC.
BALANCE SHEET
AS OF MARCH 31, 2000
(UNAUDITED)
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ASSETS
Current assets:
Cash and cash equivalents $ 75,170
Prepaid expenses and other current assets 2,056
----------
Total current assets 77,226
Other assets 10,027
----------
$ 87,253
==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts Payable $ 91,881
Accrued expenses payable 1,581,522
Loans payable 526,047
Due to distributor 103,500
-----------
Total current liabilities 2,302,950
-----------
Shareholders' Equity
Common stock, $.0007 par value, 120,000,000
shares authorized and 108,499,506 shares issued 75,950
Capital in excess of par value 3,975,889
Accumulated deficit (6,222,356)
Treasury shares at cost (180)
Stock subscriptions receivable (45,000)
-----------
Total shareholders' equity (2,215,697)
-----------
$ 87,253
===========
</TABLE>
See accompanying notes to financial statements.
F-1
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ADVANCED PLAN PHARMACEUTICALS, INC.
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
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2000 1999
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<S> <C> <C>
Net Sales $ 2,478 $ 2,585
Cost of goods sold 32,397 5,774
----------- ---------
Gross profit (29,919) (3,189)
----------- ---------
Operating expenses:
Research and development 750 1,000
General and administrative 1,008,244 100,845
----------- ---------
Total operating expenses 1,008,994 101,845
----------- ---------
Operating loss (1,038,913) (105,034)
Other expense (income) -- --
----------- ---------
Loss before provision for income taxes (1,038,913) (105,034)
Provision for income taxes -- --
----------- ----------
Net loss $(1,038,913) $(105,034)
=========== =========
Loss per common share $(0.0100) $ --
=========== =========
</TABLE>
See accompanying notes to financial statements.
F-2
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ADVANCED PLANT PHARMACEUTICALS, INC.
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
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2000 1999
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<S> <C> <C>
Cash Flows from Operating Activities:
Net Loss from operations $(1,038,913) $ (105,034)
Adjustments to reconcile net loss from
operations to net cash used by operating
activities:
Depreciation and amortization expense 201 159
Services paid with common stock -- 268,133
(Increase) decrease in prepaid expenses (2,056) 12,153
Increase (decrease) in accounts payable 1,796 (5,000)
Increase (decrease) in accrued expenses 735,425 (245,570)
------------ ------------
Net cash used by operations (303,547) (75,159)
------------ ------------
Cash Flows from Investing Activities:
Purchase of computer equipment (1,000) --
------------ ------------
Net cash used by investing activities (1,000) --
------------ ------------
Cash Flows from Financing Activities:
Proceeds from short-term loans payable 392,000 23,697
Payments on short-term loans payable (25,009) --
Net proceeds from issuance of common stock -- 53,300
------------ ------------
Net cash provided by financing activities 366,991 76,997
------------ ------------
Net increase in Cash and cash equivalents 62,444 1,838
Cash and cash equivalents at beginning of period 12,726 4,198
------------ ------------
Cash and cash equivalents at end of period $ 75,170 $ 6,036
============ ============
Supplemental Cash Flow Information:
Cash Paid During the Period for:
Interest -- --
============ ============
Income Taxes -- --
============ ============
Information about Noncash Activities:
Common stock issued for services $ -- $ 268,133
============ ============
</TABLE>
See accompanying notes to financial statements.
F-3
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ADVANCED PLANT PHARMACEUTICALS, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
(UNAUDITED)
NOTE 1 Basis of Presentation
The accompanying unaudited financial statements of Advanced Plant
Pharmaceuticals, Inc. ("APPI" or the "Company") as of March 31, 2000 have
been prepared in accordance with generally accepted accounting principles
for interim information. Accordingly, certain information and footnote
disclosures required under generally accepted accounting principles have
been condensed or omitted pursuant to the rules and regulations of the
Securities and Exchange Commission. In the opinion of management, all
adjustments of a recurring nature considered necessary for a fair
presentation of the results for the interim periods presented have been
included. Operating results for the three months ended March 31, 2000 are
not necessarily indicative of the results that may be expected for the
entire year or any other period.
These financial statements should be read in conjunction with the audited
financial statements for the year ended December 31, 1999.
NOTE 2 Nature of Operations
APPI focuses on the research and development of plant based dietary
supplements. During July 1999, the Company acquired exclusive rights and
interests to a thirteen step process which utilizes virtually the whole of
the nutrients found in plants to manufacture all natural herbal dietary
supplements. The Company intends to use this process to manufacture
products that it hopes to distribute worldwide through various sales
distribution contracts.
NOTE 3 Summary of Significant Accounting Policies
Cash Equivalents
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months or
less to be cash equivalents.
Other Assets
Other assets consist of patents ($4,925), security deposits ($4,144) and
computer equipment ($958).
Patents are amortized on a straight-line method over their economic lives
and are reviewed for impairment whenever the facts and circumstances
indicate that the carrying amount may not be recoverable.
Computer equipment is depreciated on a straight-line method using an
estimated useful life of three years.
F-4
<PAGE> 9
ADVANCED PLANT PHARMACEUTICALS, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
(UNAUDITED)
NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Research & Development Costs
Research and development costs are expensed as incurred.
Income Taxes
APPI has incurred significant losses from operations. The Company has
elected not to record any tax benefits relating to potential net operating
loss carryforwards due to the uncertainty of realizing those benefits.
The Company intends to follow Statement of Financial Accounting Standards
No. 109 (SFAS 109), "Accounting for Income Taxes" when either operations
achieve profitability or the realization of net operating loss benefits can
more readily be measured, whichever comes first.
Earnings per Share
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per
Share" discusses the computation and presentation of earnings per share
("EPS"). Basic EPS, as defined by SFAS No. 128, is computed by dividing
income available to common shareholders by the weighted-average number of
common shares outstanding for the reporting period, ignoring any potential
effects of dilution. Diluted EPS reflects the potential dilution that would
occur if securities, or other contracts to issue common stock, were
exercised or converted into common stock that then shared in the earnings
of the entity.
There were 5,500,000 common stock options outstanding as of March 31, 2000.
As a result of the losses reported in the periods presented these options,
if exercised, would be antidilutive. Accordingly, only Basic EPS is
presented in these financial statements. The weighted-average number of
shares used in the computation of per share data was 108,499,506 and
69,649,000 for the three months ended March 31, 2000 and 1999,
respectively.
Stock-Based Compensation
APPI has satisfied various loans, trade payables, employee back-wages and
other liabilities through the issue of its common stock. The Company
accounts for such stock-based compensation using the fair-value method as
prescribed by SFAS No. 123, "Accounting for-Stock-Based Compensation." The
Company has also issued stock options to key employees. As permissible
under SFAS No. 123, the Company accounts for stock options using the
intrinsic value method as prescribed under Accounting Principles Board
Opinion No. 25.
F-5
<PAGE> 10
ADVANCED PLANT PHARMACEUTICALS, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
(UNAUDITED)
NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions. These estimates and assumptions affect the reported amounts of
assets and liabilities, the disclosure of contingent liabilities and the
reported amounts of revenues and expenses. Actual results could differ from
these estimates.
NOTE 4 CAPITAL STOCK
The Company is authorized to issue 120 million shares of it common stock,
par value $.0007 per share. The holders of common stock are entitled to one
vote for each share held on all matters to be voted on by stockholders.
The Company is authorized to issue 5 million shares of preferred stock, par
value $.0007 per share. There is currently no preferred stock outstanding
and the company has no current plans to issue preferred stock.
NOTE 5 LOANS PAYABLE
Loans Payable consists of unsecured, non-interest bearing short-term loans
typically of less than three months duration. The loan agreements provide
the Company with the option of repaying the loans with either cash or
restricted shares of the Company's common stock.
Loans payable at March 31, 2000 includes a loan of $472,800 payable to one
individual lender. This loan is payable on or before December 30, 2000 and
includes an option that permits the Company to pay off the loan with shares
of its common stock. If the Company elects to repay the balance of the loan
in common stock, the number of shares issued shall be calculated based on
the following per share prices. The first $175,000 of principal balance
will be paid using a discounted per share price of $.015. The remaining
balance, up to $350,000 of loan principal, will be paid using a share price
of $.12.
NOTE 6 RELATED--PARTIES TRANSACTIONS
On February 28, 2000 the Company entered into an Asset Purchase Agreement
with Dr. Leonard Bielory whereby the company acquired the exclusive rights
and interest to allergy and sinus formulations ("Assets"). As consideration
for such formulations, Dr. Bielory shall receive options to purchase
18,000,000 shares of the company's common stock at an aggregate exercise
price of $180.
F-6
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ADVANCED PLANT PHARMACEUTICALS, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
(UNAUDITED)
NOTE 6 RELATED-PARTIES TRANSACTIONS
(Continued)
This purchase is contingent on the occurrence that the Company's
stockholders vote in favor of increasing the number of shares the Company
is authorized to issue to 250,000,000. Additionally, the Company agrees to
pay Dr. Bielory a royalty payment of $.01 per bottle with respect to each
product manufactured with these Assets, 1% (one percent) of the suggested
retail price of each product sold that was manufactured with the Assets
and 10% (ten percent) of the company's net profits before taxes from such
sales (net profits to be determined by the Company's regularly retained
independent public accountants using generally accepted accounting
principles). In the event that the Company enters into an agreement with a
third party for the sale of products manufactured with these Assets, which
agreement unconditionally provides for payments to the Company of not less
than $20,000,000, whether in lump sum or over a period of four years, from
such third party, the Company shall issue to Dr. Bielory 5 million shares
for each $20,000,000 required to be paid to the Company, not to exceed
twenty five million shares.
On March 15, 2000 the company entered into a two-year employment agreement
with Dr. Leonard Bielory whereby Dr. Bielory will serve as the Company's
Scientific Director and its Chairman of the Board of Directors. Under the
terms of the agreement, the Company is required to pay Dr. Bielory wages
of $500 per month for the first twelve months and up to $2,500 per month
thereafter, contingent on the Company achieving specified net profit
levels. Upon commencement of this agreement, and each January 1
thereafter, the Company is to issue Dr. Bielory options to purchase
750,000 shares of the Company's common stock as additional compensation
under this agreement. The Company intends to issue the initial options to
Dr. Bielory during the second quarter of 2000. These options are expected
to expire on March 15, 2005 and have an exercise price equal to the fair
market value of the Company's stock on March 15, 2000. The agreement also
required the Company to issue Dr. Bielory 225,000 restricted shares of the
Company's common stock as a signing bonus. The fair market value of the
Company's stock on March 15, 2000 (the date of this agreement) was $.43
per share. The Company accrued the shares' aggregate fair market value of
$96,750 as additional compensation expense during the first quarter of
2000. The Company issued the shares to Dr. Bielory on April 10, 2000.
NOTE 7 FINANCIAL RESULTS AND LIQUIDITY
Since its inception, the Company has had significant operating losses and
working capital deficits. The Company's continued existence has been
dependent on cash proceeds received from the sale of its common stock and
the willingness of vendors to accept stock in lieu of cash payments for
their services. Employees have also accepted deferrals of wage payments.
F-7
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ADVANCED PLANT PHARMACEUTICALS, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
(UNAUDITED)
NOTE 7 FINANCIAL RESULTS AND LIQUIDITY
(Continued)
The Company hopes to reverse this trend by generating cash inflows
through the sale of new products that they have developed. To accomplish
this objective, the Company will require working capital to satisfy
current operating expenses, and to produce inventory, during the interim
period preceding such time as the revenue cycle begins generating cash.
To market and generate sales of its new products, the Company entered
into several distribution agreements during 1999. Following is a
discussion of the potential minimum sales that may result from these
agreements as well as their status as of April 30, 2000:
In June 1999, the Company entered into an exclusive two-year distribution
agreement with Ambar Pharmacies and Health, Inc. ("Ambar") for the sale
of the Company's products in Israel. Such distribution agreement requires
Ambar to purchase a minimum of $88,290 during the two year period. Under
the agreement, the Company is committed to reimburse Ambar for
advertising expenditures in an amount not to exceed 5% of Ambar's gross
purchases. As of April 30, 2000, no sales have been realized from this
agreement and Ambar has not complied with the initial minimum order
schedule outlined in the agreement due to compliance issues relating to
Israeli labeling laws. The Company expects to resolve this issue during
the second quarter of 2000.
In July 1999, the Company entered into exclusive distribution agreements
with Manayer Najd Trading & Medical Supplies Co. ("MNM") and with Manayer
Egypt Trading & Medical Supplies Co. ("MEM") for distribution of the
Company's products in Saudi Arabia and Egypt respectively. Both
agreements are contingent on the distributors receiving product
registration certificates from their respective countries and are for
periods of five years. The potential aggregate minimum purchases required
under these agreements is $4,681,140 over the five-year period commencing
with receipt of the registration certificates. As of April 30, 2000, the
registration certificates have not been received from the respective
countries.
The success of these distribution agreements, and their effect on the
Company's cash flow is uncertain. There is no guarantee that the cash
generated from new product sales will occur prior to the depletion of
existing cash balances, or that the generated cash receipts will be
sufficient to fund operating costs which can be expected to increase as
the Company "ramps up" for manufacturing and distribution activities.
There also is no assurance that the Company will continue to be able to
finance operations through the sale of its common stock, the exchange of
stock for services or from the proceeds of unsecured loans with private
lenders.
F-8
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ADVANCED PLANT PHARMACEUTICALS, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
(UNAUDITED)
NOTE 8 FINANCIAL ADVISOR AND INVESTMENT BANKING AGREEMENT
On February 17, 2000 the Company entered into an agreement with First
Madison Securities, Inc. ("FMS") whereby FMS will act as consultant and
non-exclusive financial advisor and investment banker to the Company in
connection with strategic planning, securities transactions, valuations,
mergers & acquisitions, alternative financing structures and capital
formation. FMS will also act as placement agent for the Company.
As compensation for these services, the Company is required to issue FMS
6,000,000 restricted shares of its common stock as follows; 1,700,000
shares upon execution of the agreement, 1,700,000 shares within three
months of signing the agreement and 2,600,000 shares within six months of
signing the agreement. The restricted shares shall be registered with the
Securities and Exchange Commission to become free trading shares as soon as
possible with FMS bearing all registration costs. Accrued expenses payable
at March 31, 2000 includes consulting expense of $663,000, which was the
aggregate fair market value of the initial 1,700,000 shares due to FMS on
February 17, 2000. The Company expects to distribute the initial 1,700,000
shares during May 2000.
The Company will also pay FMS a placement fee for any transactions
consummated, directly or indirectly, through FMS during the term of the
agreement or within two years thereafter. The placement fee will consist of
a payment equal to 10% of the gross proceeds raised from the sale of
applicable securities, reimbursement of non-accountable expenses equal to
3% of the gross proceeds from the sale of any applicable securities plus
warrants to purchase common stock equal to 10% of the applicable shares
sold. Additionally, the Company will reimburse FMS for all reasonable
out-of-pocket expenses incurred in the performance of this agreement, up to
a maximum of $25,000.
Service under this agreement shall continue until terminated by either
party by giving thirty days written notice. The provisions regarding
compensation and placement fees shall survive the term of the agreement.
F-9
<PAGE> 14
Item 2. Management's Plan of Operation.
(i) We believe that currently we have enough cash on hand to enable us
to operate until September 1, 2000. We have had minimal sales of our products
and have primarily financed our operations, research and development with the
proceeds of the sale of our common stock. Should we aggressively expand the
manufacturing and distribution of our products, we may need additional funding
for such purposes. We may be materially adversely affected if we are unable to
secure sufficient funds to finance our manufacturing and distribution
activities.
(ii) We intend to use our Process to expand our product line to include
herbal dietary supplements such as St. John's Wort, Kava Kava, Ginko Biloba and
Echinacea. We estimate that the initial production and preliminary marketing of
these four herbal products to potential domestic and international distributors
and wholesalers will cost approximately $60,000.
(iii) We do not expect to purchase or sell any manufacturing facilities
or significant equipment over the next twelve months.
(iv) We do not foresee any significant changes in the number of
employees we will employ over the next twelve months.
Item 5. Other Information.
On February 17, 2000 we entered into an agreement with First Madison
Securities, Inc. ("FMS") whereby FMS agreed to act as our consultant and
non-exclusive financial advisor in connection with strategic planning,
securities transactions, valuations and mergers and acquisitions. FMS may also
act as our placement agent for capital raising transactions. As compensation for
these services, we are required to issue to FMS 6,000,000 restricted shares of
our common stock within six months from the signing of such agreement. We will
also pay FMS a placement fee for any transactions consummated, directly or
indirectly, through FMS during the term of the agreement or within two years
thereafter. The placement fee will consist of payment equal to 10% of the gross
proceeds raised from the sale of securities, reimbursed non-accountable expenses
equal to 3% of the gross proceeds from the sale of any securities and warrants
to purchase common stock equal to 10% of the shares sold.
On February 28, 2000, we entered into an Asset Purchase Agreement with
Dr. Leonard Bielory whereby we acquired the exclusive rights and interest to
allergy and sinus formulations. As consideration we will grant Dr. Bielory
options to purchase 18,000,000 shares of our common stock at an aggregate
exercise price of $180.00, that is, an exercise
<PAGE> 15
price of one thousandths of one percent per share. Dr. Bielory's option is
conditioned on our stockholders voting to increase the number of shares we are
authorized to issue to 250,000,000 shares. In addition, we have agreed to pay
Dr. Bielory a royalty payment of $.01 per bottle for each bottle using such
formulations we acquired from Dr. Bielory, one percent of our suggested retail
price of each bottle using such formulations and ten percent of our net profits
from the sale of products manufactured with the Assets (net profits to be
determined by our independent public accountants using generally accepted
accounting principles). In the event that we enter into an agreement with a
third party for the sale of products manufactured using such formulations, which
agreement unconditionally provides for payment to us of not less than
$20,000,000, we shall issue to Dr. Bielory up to twenty five million shares of
our common stock at the rate of five million shares for each $20,000,000
required to be paid to us pursuant to such agreement.
<PAGE> 16
PART II
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS.
EXHIBIT
NUMBER
- -------
3.1.1 Articles of Incorporation of the Company, as amended (1)
3.1.2 Amendment to the Articles of Incorporation of the Company (1)
3.2 By-Laws of the Company (1)
27.1* Financial Data Schedule
- --------------
* Filed herewith.
(1) Filed as an Exhibit to the Company's Form 10-SB, dated July 23, 1999, and
incorporated herein by reference.
(b) REPORTS ON FORM 8-K.
No reports on Form 8-K were filed during the first quarter of the quarter
ending March 31, 2000.
FORWARD LOOKING INFORMATION
This Quarterly Report on Form 10-QSB includes "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. For example, statements included in this
Quarterly Report regarding Management's plans and objectives for the future and
assumptions and predictions about products and sales are all forward-looking
statements. When used herein, words like "intend," "anticipate," "believe,"
"estimate," "plan" or "expect," as they relate to the Company, are intended to
identify forward-looking statements. The Company believes that the assumptions
and expectations reflected in such forward-looking statements are reasonable,
based on information available to it on the date of this Quarterly Report, but
no assurances can be given that these assumptions and expectations will prove to
have been correct or that the Company will take any action that it may presently
be planning. The Company is not
<PAGE> 17
undertaking to publicly update or revise any forward-looking statement if it
obtains new information or upon the occurrence of future events or otherwise.
<PAGE> 18
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.
ADVANCED PLANT PHARMACEUTICALS, INC.
By: /s/ David Lieberman
David Lieberman
Date: May 10, 2000 President
<PAGE> 19
Exhibit Index
EXHIBIT
NUMBER
3.1.1 Articles of Incorporation of the Company, as amended (1)
3.1.2 Amendment to the Articles of Incorporation of the Company (1)
3.2 By-Laws of the Company (1)
27.1* Financial Data Schedule
- --------------
* Filed herewith.
(1) Filed as an Exhibit to the Company's Form 10-SB, dated July 23, 1999, and
incorporated herein by reference.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 75,170
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 77,226
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 10,027
<CURRENT-LIABILITIES> 2,302,950
<BONDS> 0
0
0
<COMMON> 4,051,839
<OTHER-SE> (45,180)
<TOTAL-LIABILITY-AND-EQUITY> 87,253
<SALES> 2,478
<TOTAL-REVENUES> 2,478
<CGS> 32,397
<TOTAL-COSTS> 32,397
<OTHER-EXPENSES> 1,008,994
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,038,913)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,038,913)
<EPS-BASIC> (.010)
<EPS-DILUTED> (.010)
</TABLE>
