U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
[ ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
For the transition period from ___________ to __________
Commission File Number: 33-93132
La Jolla Diagnostics, Inc.
------------------------------------------
(Exact name of small business issuer as specified in its charter)
California 94-2901715
---------- ----------
(State or other jurisdiction (IRS Employer
of incorporation or organization) identification No.)
1020 Prospect Street, Suite 210, La Jolla, California 92037
------------------------------------------------------------
(Address of principal executive offices and zip code)
(800) 454-6790
--------------
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [ ]
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: As of September 30,1999,
La Jolla Diagnostics, Inc. had 20,378,219 shares outstanding of the
registrant's common stock, no par value.
<Page 1>
LA JOLLA DIAGNOSTICS, INC. AND SUBSIDIARIES
FORM 10-QSB
QUARTER ENDED SEPTEMBER 30, 1999
INDEX
Page
PART I FINANCIAL INFORMATION
Item 1 Financial Statements (unaudited):
Condensed Consolidated Balance Sheets as of September 30, 1999
(unaudited) and June 30, 1999 3
Condensed Consolidated Statements of Operations for the Three
Months Ended September 30, 1999 and 1998 (unaudited) 4
Condensed Consolidated Statements of Cash Flows for the Three
Months Ended September 30, 1999 and 1998 (unaudited) 5
Notes to Condensed Consolidated Financial Statements (unaudited) 6 - 7
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 7 - 11
PART II OTHER INFORMATION 12
Item 1 Legal Proceedings - None
Item 2 Changes in Securities - 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 - None
SIGNATURES 12
<Page 2>
LA JOLLA DIAGNOSTICS, INC. AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 1999 AND JUNE 30, 1999
(A Development Stage Company)
September 30, June 30,
1999 1999
(unaudited)
---------- ----------
ASSETS
CURRENT ASSETS:
Cash $ 199,922 $ 208,555
Accounts receivable - 207
Advances to officer 6,554 6,670
Inventory - current portion 785,638 786,353
Prepaid expenses 21,842 25,960
---------- ----------
TOTAL CURRENT ASSETS 1,013,956 1,027,745
Property and equipment, net 81,755 87,829
Inventory 1,240,000 1,240,000
Scientific technology 503,684 512,830
Other assets 3,880 4,590
---------- ----------
$2,843,275 $2,872,994
========== ==========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 160,881 $ 237,214
Accrued expenses 52,835 27,892
Customer deposits 761 663
Lease obligations, current portion 1,418 1,418
Loans payable 73,943 91,841
---------- ----------
TOTAL CURRENT LIABILITIES 289,838 359,028
---------- ----------
LONG TERM LIABILITIES:
Lease obligation, non-current portion 312 616
Minority interest 1,466,923 1,227,937
---------- ----------
TOTAL LONG TERM LIABILITIES 1,467,235 1,228,553
---------- ----------
STOCKHOLDERS' EQUITY:
Common stock, no par value (50,000,000
shares authorized, 20,378,219 and
20,338,219 shares issued & outstanding,
respectively) 13,306,623 13,302,264
Additional paid-in capital 831,247 831,247
Preferred stock, no par value (5,000,000
shares authorized, no shares issued) - -
Retained deficit ($6,641,149 and
$6,437,579 deficit accumulated during
development stage begun December 3, 1993,
respectively) (13,051,668) (12,848,098)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY 1,086,202 1,285,413
---------- ----------
$2,843,275 2,872,994
========== ==========
The accompanying notes are an integral part of these financial statements.
<Page 3>
LA JOLLA DIAGNOSTICS, INC. AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(A Development Stage Company)
For The Three Months Ended
September 30,
1999 1998
(unaudited) (unaudited)
------------ ------------
NET SALES $ 9,483 $ 43,947
OPERATING EXPENSES
Cost of products sold 18,525 11,409
Selling and administrative expenses 201,380 94,838
Research and development 945 10,169
Consulting services 52,559 39,075
Depreciation and amortization 16,808 3,309
------------ ------------
TOTAL OPERATING EXPENSES 290,217 158,800
LOSS FROM OPERATIONS (280,734) (114,853)
OTHER INCOME (EXPENSES)
Interest expense (8,198) (12,263)
Minority interest 85,362 11,630
------------ ------------
TOTAL OTHER INCOME (EXPENSES) 77,164 (633)
LOSS BEFORE INCOME TAXES (203,570) (115,486)
PROVISION FOR INCOME TAXES - -
NET LOSS $ (203,570) $ (115,486)
NET LOSS PER COMMON SHARE $ (0.01) $ (0.01)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 20,378,219 12,208,482
The accompanying notes are an integral part of these financial statements.
<Page 4>
LA JOLLA DIAGNOSTICS, INC. AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
(A Development Stage Company)
For The Three Months Ended
September 30,
1999 1998
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (203,570) $ (115,486)
Adjustments to reconcile loss to net
cash used in operating activities
Depreciation and amortization 16,808 12,263
Minority interest (85,362) 117,670
Issuance of stock for services 39,360 63,384
Changes in assets and liabilities
(Increase) decrease in inventories 715 1,576
(Increase) decrease in accounts receivable 208 (10,033)
(Increase) decrease in other assets 4,945 (7,112)
Increase (decrease) in liabilities (69,189) (40,863)
NET CASH USED IN OPERATING ACTIVITIES (296,085) 21,399
CASH FLOWS USED IN INVESTING ACTIVITIES
Advances (to)/from shareholder, net - (111)
Capital expenditures for property and
equipment (1,589) -
------------ ------------
NET CASH USED FOR INVESTING ACTIVITIES (1,589) (111)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 289,345 -
Proceeds from notes payable, net - 58,341
Payments on capital lease obligations (304) (267)
------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES: 289,041 58,074
NET INCREASE (DECREASE) IN CASH (8,633) 79,362
CASH AT BEGINNING OF PERIOD 208,555 1,307
CASH AT END OF PERIOD $ 199,922 $ 80,669
The accompanying notes are an integral part of these financial statements.
<Page 5>
LA JOLLA DIAGNOSTICS, INC. AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(A Development Stage Company)
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements and
related notes have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission for Form 10-QSB. 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
management, all adjustments, consisting of a normal recurring nature considered
necessary for a fair presentation, have been included. It is suggested that
these financial statements are read in conjunction with the financial
statements and notes thereto included in the Company's annual report on
Form 10-KSB for the year ended June 30, 1999. The results of operations for
the three month period ended September 30, 1999 are not necessarily indicative
of the operating results for the year ended June 30, 2000. For further
information, refer to the consolidated financial statements and notes thereto
included in the Company's Annual Report on Form 10-KSB for the fiscal year
June 30, 1999.
B. INVENTORIES:
Inventories as of September 30, 1999 and June 30, 1999 are comprised of
the following:
September 30, 1999 June 30, 1999
unaudited
------------ ------------
Antisera at original value $ - $4,150,579
Less Valuation reserve - (2,600,579)
------------ ------------
Antisera products, net 1,550,000 1,550,000
Diagnostic test products 472,025 472,665
Healthcare products 3,613 3,688
------------ ------------
$ 2,025,638 $ 2,026,353
============ ============
C. NET LOSS PER COMMON SHARE:
Net loss per common share is computed by dividing the net loss by the weighted
average number of common shares outstanding during the period. For the three
month periods ended September 30, 1999 and 1998, the Company's common stock
equivalents were antidilutive and, therefore, were not included in the
computation of net loss per common share.
In February 1997, the FASB issued Statement of Financial Accounting Standards
No. 128, "Earnings per Share," (SFAS 128) which was required to be adopted on
March 31, 1999. The Company is currently using this method to compute earnings
per share in compliance with SFAS No. 128. Under the new requirements for
calculating primary earnings per share, the dilutive effect of stock options
will be excluded. The impact of SFAS No. 128 has not resulted in any change to
primary earnings per share for the three month periods ended September 31, 1999
and 1998. The impact of SFAS No. 128 on the calculation of fully diluted
earnings per share for these periods is immaterial.
<Page 6>
D. RELATED PARTY TRANSACTIONS:
During the three months ended September 30, 1999 and 1998, various shareholders
and directors of the Company provided consulting and research and development
activities related to the business activities and products of the company.
In connection with these services, during the three months ended
September 30, 1999 and 1998, the Company recognized research and development of
$945 and $10,169 and consulting expenses of $52,559 and $39,075, respectively.
E. SUPPLEMENTAL CASH FLOW INFORMATION:
Interest and Income Taxes Paid
Cash paid for interest and income taxes for the three months ended
September 30, 1999 and 1998 (unaudited) were as follows:
September 30, 1999 September 30, 1998
------------------ ------------------
Interest $ 8,198 $ 3,275
Income taxes $ - $ -
F. USE OF ESTIMATES:
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimated and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
THIS QUARTERLY REPORT ON FORM 10-QSB CONTAINS FORWARD-LOOKING STATEMENT THAT
INVOLVE RISKS AND UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS MAY DIFFER
SIGNIFICANTLY FROM THE RESULTS DISCUSSED IN THE FORWARD-LOOKING STATEMENTS.
FORWARD-LOOKING INFORMATION - GENERAL
This report contains a number of forward-looking statements which reflect the
Company's current views with respect to future events and financial
performance. These forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from
historical results or those anticipated. In this report, the words
"anticipates", "believes", "expects", "intends", "plans", "may", "future", and
similar expressions identify forward-looking statements. Readers are cautioned
to consider the risk factors described above and in the Company's Annual Report
on Form 10-KSB for the year ended June 30, 1999, and not to place undue
reliance on the forward-looking statements contained herein, which speak only
as of the date hereof. The Company undertakes no obligation to publicly revise
these forward-looking statements, to reflect events or circumstances that may
arise after the date hereof.
Additionally, these statements are based on certain assumptions that may prove
to be erroneous and are subject to certain risks including, but not limited to,
the Company's ability to introduce new products, the concentration of the
Company's current products, technological change and increased competition in
the industry, the Company's ability to manage its growth, its limited
protection of technology and trademarks, the Company's dependence on limited
suppliers, representatives, distributors, and its dependence on certain key
personnel within the Company. Accordingly, actual results may differ, possibly
materially, from the predictions contained herein.
<Page 7>
LIQUIDITY AND CAPITAL RESOURCES
The Company, in the past, has financed operations primarily through the private
placement of common stock, issuance of convertible debt, warrant conversions,
issuing warrants to acquire stock in exchange for services rendered and to a
lesser degree from product sales. Based on its current operating plans, cash
generated from projected sales may not generate the necessary capital to fully
support development of the Company's products through June of 2000 and the
Company will continue to employ use of equity financing to allow the Company to
continue its operations. The Company anticipates that the proceeds from
conventional private placements of stock, issuance of convertible debt and
exercise of warrants and options will continue to enhance working capital.
On September 16, 1998, the Company, through a newly formed subsidiary,
DiagnosTech, Inc. (DTI), purchased the assets and technology of AmTech
Scientific, Inc. (ATS), a privately held diagnostic company. These assets
include a proprietary, patent pending diagnostic test for active tuberculosis
(TB), HIV I and II, H. Pylori, and Hepatitis B. The accuracy and efficacy of
the test has been confirmed in separate clinical trials, and is currently
approved for sale and distribution in several countries with approvals pending
in others.
On May 11, 1999, the Company completed a 504 Reg. D stock offering for
$1 million of its subsidiary, DTI.
On May 12, 1999, DTI engaged in a private placement offering $12,000,000 of
convertible debentures. In July, 1999, this offering was changed to 400 units
at $4,000,000. Each unit of convertible debenture is convertible at $1.25 a
share. $414,000 has been raised subsequent as of September 31, 1999.
Syndication costs totaling $124,654 have been spent in order to raise this
capital. As of the date of these financial statements none of the debentures
have been converted into DTI common stock. The proceeds are being used for
working capital with an emphasis on increasing manufacturing capabilities and
the expansion of marketing and sales efforts related to the products acquired
by DTI.
RESULTS OF OPERATIONS.
GENERALLY. With the formation of its subsidiary, DTI, and the funding of
sufficient working capital, the Company has reorganized its operational
structure. All diagnostic product operations are now the responsibility of the
subsidiary, while the Company will concentrate on the nutraceutical and
over-the-counter (OTC) healthcare products and related technologies.
To achieve these objectives, the Company has temporarily suspended sales
efforts on healthcare products in order to upgrade packaging, labels, and
marketing graphics prior to the reintroduction and introduction to new and
larger distributors and an expanded internet presence.
In addition, the Company is beginning to see results from the licensing of
proprietary technology used in the formulation of its healthcare products, with
a signed letter of intent by a leading Italian pharmaceutical company.
The Company believes that with its business objectives in place, and through
recent and future funding and projected revenues, the Company should be able
to enact upon its future growth plan.
<PAGE 8>
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
For The Three Months Ended
September 30, 1999 September 30, 1998
------------------ ------------------
Revenues $ 9,483 $ 43,947
Cost of products sold (18,525) (11,409)
Other operating expenses (271,692) (147,391)
Loss from operations (280,734) (114,853)
Net loss $ (203,570) $ (115,486)
The Company experienced a net loss of $203,570 for the three month period
ending September 30, 1999, compared with a net loss of $115,486 for the same
period ending September 30, 1998. On a consolidated basis, the Company had
sales totaling $9,483 for the three months ended September 30, 1999, compared
with $43,947 in sales for the Company for the same period ending September 30,
1998. Cost of product sales and operating expenses for the three months
ended September 30, 1999 were $290,217, compared to $158,800 for the three
months ended September 30, 1998.
FINANCIAL RESOURCES
At September 30, 1999, the Company had current assets of $1,013,956 which
includes inventory of $3,613 healthcare products, $472,025 diagnostic products,
$310,000 in current antisera inventory and $21,842 in prepaid expenses.
DIAGNOSTECH, INC.
In September 1998, the Company incorporated a new subsidiary named DiagnosTech,
to develop and market clinical diagnostic products using immunologic and
molecular biologic technologies. DTI has raised $1,434,000 through private
placements increasing the minority equity interest (the percentage not owned by
La Jolla Diagnostics, Inc.) to 45 percent. The proceeds were used to fund
DTI's internal operation costs, increase production capabilities and to market
the test products internationally.
RESEARCH AND DEVELOPMENT
The research and development activities being performed by the Company are
designed to discover and screen potential consumer health care and diagnostic
products.
Healthcare & Nutraceutical Products
The Company has begun to use a new proprietary technology, which it believes is
superior to the former technology in the formulation of its health care
products. The thrust of this technology is to maximize product biological
effectiveness and stability. These technological changes are being used with
all the Company's healthcare products including Living Water Eye Lotion and
patent pending Feverfew Nasal Mist, both of which were extremely well received
as previously formulated.
The company is now in the process of re-introducing an expanded product line
with improved stability and new packaging. The stability is of particular
importance, as it impacts on the shelf life, and method of shipping the
products.
<PAGE 9>
FEVERFEW NASAL MIST(TM) (currently being marketed)
Feverfew Nasal Mist(TM), a patent-pending moisturizing nasal spray containing
the herb Feverfew. The Company is investigating the possibility of adding
further indications for its use beyond that as a moisturizer, including its use
for symptomatic relief of migraine, menstrual and hangover headaches. The
product has been shown at several professional conventions and has been
favorably commented on by many health care practitioners.
The suggested domestic retail price of the Feverfew Nasal Mist(TM) is currently
$29.95 per spray bottle. The length of time a bottle will last will depend
upon its frequency of use and will vary from approximately one month (for those
who may choose to use the product prophylactically on a frequent basis) to
several months for those who use it as needed. The product may also be
marketed under the name, Hi-Altitude Nasal Spray(TM), which will be sold at
sporting goods stores, ski resorts, airports, and other locations that cater to
people who are exposed to the rigors of high altitude, which includes altitude
sickness.
The Company feels that the product will prove much more successful in the
market place with its new enhanced stability.
MIGRASPRAY(TM) (currently being marketed)
MigraSpray(TM), a sublingual oral spray, very similar to Feverfew Nasal Mist,
which can be mentioned for possible use with migraine headaches because it is
classified as a nutritional supplement. It too should prove to be more
successful in the market place with its increased stability.
LIVING WATER EYE LOTION(TM) (currently being marketed)
Living Water Eye Lotion(TM) is an eye wash or irrigating solution, used in
cleansing the eye to help relieve irritation, burning, stinging, and itching
due to loose foreign material, air pollutants (smog or pollen), or chlorinated
water.
The solution is a borate buffered, sterile isotonic aqueous solution containing
sodium chloride. It is preserved with a mild preservative, 0.1% sorbic acid
and disodium EDTA (ingredients commonly used in solutions for sensitive eyes).
In contrast with:
"Eye lubricants," "Artificial Tears," and "Lens Lubricants,"
that contain ingredients which increase fluid viscosity in
an attempt to relieve eye dryness or re-wet contact lenses.
"Eye redness relievers," which contain vasoconstrictors
which can cause eye problems when used too frequently.
Eye drops, which contain antihistamines to treat allergy
symptoms.
Living Water Eye Lotion(TM) is specially formulated to enhance eye comfort by
irrigating, flushing and cleansing without interfering with natural functions.
The product has generally exceeded the expectations of those who have tried it.
OPTOPET EYE WASH(TM) (currently being marketed)
OptoPet Eye Wash(TM) is for cleansing the eyes of dogs and cats, removing
mucous which causes fur stains beneath the eyes (a major problem in certain
breeds).
<PAGE 10>
Diagnostic Products
La Jolla Diagnostics' subsidiary, DiagnosTech, Inc. is developing and marketing
clinical diagnostic products using immunologic and molecular biologic
technologies.
RAPID DIAGNOSTIC PRODUCTS
DiagnosTech has a line of products that now consists of nine self-contained,
rapid, point-of-care diagnostics test for:
Active M. tuberculosis (TB) disease
HIV I and II (AIDS) infection using serum/plasma
HIV I and II (AIDS) infection using whole blood
HIV I and II (AIDS) infection using saliva
H. pylori infection (the causative agent in over 90% of ulcers)
Hepatitis B (HBsAg)
Pregnancy
Trypanasoa cruzi infection (Chagas disease: a common parasitic infection)
Toxoplasma gondii infection (a common infection among AIDS patients)
The Company believes each of these diagnostic products to be uniquely
advantageous secondary to certain proprietary technology, know-how, and
formulations employed by the Company, and that the TB test in particular has no
equivalent in the marketplace. Each test requires only a very small sample of
the patient's blood, serum, urine, or saliva, as the case may be. Each test
gives an accurate result in 1 to 5 minutes. These tests can easily be
performed by any healthcare worker, semi-skilled technician, or by the patients
themselves. They are extremely rugged, require no refrigeration, and have a
shelf life of 12 to 18 months. No special equipment is required to perform any
test. Each test addresses a large and growing market both domestically and
internationally.
Each of the diagnostic tests manufactured and marketed represent state-of-the-
art technology in that they are rapid, accurate, easy-to-use, and inexpensive.
These characteristics make the products ideal for both the U.S. and overseas
markets. Changes in the economics of medicine increasingly favor products that
can be employed economically and effectively at the point-of-care. Outside of
the industrialized world, citizens of emerging economies seek access to
healthcare as a high priority. Tests that address significant medical needs,
are available at a modest price, and require no special instrumentation, are in
high demand.
DiagnosTech has begun to receive orders for its products, particularly the TB
and HIV Rapid Tests.
ANTISERA
DiagnosTech is marketing the antisera from La Jolla Diagnostics. The inventory
consists of high quality, purified antibodies, which are needed for basic
research and clinical immunological assays. The primary users of these
antisera products include universities and other research facilities, clinical
diagnostic laboratories, hospitals and clinics, where certain antibody reagents
are used in large volumes. DiagnosTech is in a position to market it
aggressively.
MYOCARDIAL INFARCTION PREDICTOR
La Jolla Diagnostics has been working on a novel method of identifying risk
factors for myocardial infarction among a certain subset of mature people.
This product has been transferred to DiagnosTech to market as an inexpensive
test, which would be used, for screening purposes. Those with this risk factor
are several times more likely to experience morbidity or mortality from a
condition, which may be ameliorated by, changes in living conditions and life
style.
<Page 11>
PART II OTHER INFORMATION
None
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Date: November 10, 1999 LA JOLLA DIAGNOSTICS, INC.
By: /s/ Don Brucker
--------------------------
Don Brucker
President, and Chief Executive Officer
<Page 12>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JUL-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 199,922
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 2,025,638
<CURRENT-ASSETS> 1,013,956
<PP&E> 81,755
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,843,275
<CURRENT-LIABILITIES> 289,838
<BONDS> 0
0
0
<COMMON> 13,306,623
<OTHER-SE> (12,220,421)
<TOTAL-LIABILITY-AND-EQUITY> 2,843,275
<SALES> 9,483
<TOTAL-REVENUES> 9,483
<CGS> 18,525
<TOTAL-COSTS> 290,217
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,198
<INCOME-PRETAX> (203,570)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (203,570)
<EPS-BASIC> (.01)
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