<PAGE> 1
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 quarterly period ended March 31, 2000
Commission file Number 0 5388
COLLEGELINK.COM INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
Delaware 16-0961436
(State or Other Jurisdiction (I.R.S. Employer Identification Number)
of Incorporation)
55 Hammarlund Way, Middletown, RI 02842
(Address of Principal Executive Offices) (Zip Code)
(401) 845-8800
(Registrant's Telephone Number, Including Area Code)
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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date:
Common Stock, $.001 Par Value - 14,376,239 shares as of March 31, 2000.
FORWARD-LOOKING INFORMATION
THIS FORM 10-QSB AND OTHER STATEMENTS ISSUED OR MADE FROM TIME TO TIME BY
COLLEGELINK.COM INCORPORATED OR ITS REPRESENTATIVES CONTAIN STATEMENTS WHICH MAY
CONSTITUTE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE SECURITIES ACT
OF 1933 AND THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED BY THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995. FIFTEEN U.S.C.A. SECTIONS 77Z-2 AND
78U-5 (SUPP. 1996). THOSE STATEMENTS INCLUDE STATEMENTS REGARDING THE INTENT,
BELIEF OR CURRENT EXPECTATIONS OF COLLEGELINK.COM INCORPORATED AND MEMBERS OF
ITS MANAGEMENT TEAM AS WELL AS THE ASSUMPTIONS ON WHICH SUCH STATEMENTS ARE
BASED. PROSPECTIVE INVESTORS ARE CAUTIONED THAT ANY SUCH FORWARD-LOOKING
STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND
UNCERTAINTIES, AND THAT ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE
CONTEMPLATED BY SUCH FORWARD-LOOKING STATEMENTS. THE COMPANY UNDERTAKES NO
OBLIGATION TO UPDATE OR REVISE FORWARD-LOOKING STATEMENTS TO REFLECT CHANGED
ASSUMPTIONS, THE OCCURRENCE OF UNANTICIPATED EVENTS OR CHANGES TO FUTURE
OPERATING RESULTS OVER TIME.
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
COLLEGELINK.COM INCORPORATED
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
ASSETS
<TABLE>
<CAPTION>
March 31, June 30,
------------ ------------
2000 1999
------------ ------------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 4,101,822 $ 1,371,000
Accounts receivable, net of allowance for doubtful accounts 374,422 100,163
Prepaid expenses and other assets 195,939 85,349
------------ ------------
TOTAL CURRENT ASSETS 4,672,183 1,556,512
FURNITURE AND EQUIPMENT, net of accumulated depreciation 668,456 250,484
GOODWILL, include other acquired assets net of amortization 17,518,056 --
CAPITALIZED COSTS OF SOFTWARE 415,935 --
OTHER ASSETS 108,973 --
------------ ------------
$ 23,383,603 $ 1,806,996
============ ============
</TABLE>
LIABILITIES AND STOCKHOLDERS' DEFICIT
<TABLE>
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable $ 477,307 $ 278,372
Accrued payroll 31,748 84,725
Accrued expenses -- 32,247
Unearned revenue 268,544 35,000
------------ ------------
TOTAL CURRENT LIABILITIES 777,599 430,344
STOCKHOLDERS' EQUITY :
Series A Convertible Preferred Stock, $4.00 stated value, $.01 par value,
authorized 2,500,000 shares, issued and outstanding 1,140,000 shares and 4,584,980 3,100,000
775,000 shares, respectively
</TABLE>
<PAGE> 3
<TABLE>
<S> <C> <C>
Series B Convertible Preferred Stock, $7.625 stated value, $.01 par value,
authorized 300,000 shares, issued and outstanding 279,771 shares 4,175,000 --
Series C Convertible Preferred Stock, $4.00 stated value, $.01 par value,
authorized 1,000,000 shares, issued and outstanding 1,000,000 shares 4,000,000 --
Common stock, $.001 par value, authorized 100,000,000 shares,
issued and outstanding 14,376,239 and 9,152,211 shares, respectively 14,376 9,152
Deferred compensation (142,500)
Additional paid-in capital 19,928,818 2,459,718
Accumulated deficit (9,954,670) (4,192,218)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 22,606,004 1,376,652
------------ ------------
$ 23,383,603 $ 1,806,996
============ ============
</TABLE>
COLLEGELINK.COM INCORPORATED
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
March 31, March 31,
------------------------------- -------------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
NET REVENUES:
Online related revenues $ 90,182 139,521 $ 537,913 438,226
Offline related revenues 419,656 419,656 --
------------ ------------ ------------ ------------
509,838 139,521 957,569 438,226
------------ ------------ ------------ ------------
EXPENSES:
Cost of sales 170,261 170,261 --
Payroll, payroll taxes and related benefits 910,872 237,264 2,385,250 446,826
Depreciation and amortization 338,712 25,168 696,125 78,144
Marketing and advertising 96,002 1,939,893 15,667
Other general and administrative expenses 855,689 210,539 1,975,134 384,375
------------ ------------ ------------ ------------
2,371,536 472,971 7,166,663 925,012
------------ ------------ ------------ ------------
(LOSS) FROM OPERATIONS (1,861,698) (333,450) (6,209,094) (486,786)
GAIN ON SALE OF BUSINESS UNITS 178,000 -- 363,716 --
</TABLE>
<PAGE> 4
<TABLE>
<S> <C> <C> <C> <C>
INTEREST INCOME 54,822 82,926
------------ ------------ ------------ ------------
NET LOSS $ (1,628,876) (333,450) $ (5,762,452) (486,786)
============ ============ ============ ============
NET LOSS PER SHARE $ (0.13) $ (0.04) $ (0.55) $ (0.11)
============ ============ ============ ============
WEIGHTED AVERAGE NUMBER OF SHARES
USED IN COMPUTATION 12,118,665 8,085,099 10,491,693 4,600,196
============ ============ ============ ============
</TABLE>
<PAGE> 5
COLLEGELINK.COM INCORPORATED
AND SUBSIDIARIES
STATEMENT OF CHANGES IN CONSOLIDATED STOCKHOLDERS' EQUITY (DEFICIT)
(UNAUDITED)
<TABLE>
<CAPTION>
Preferred Stock Common Stock
---------------------------- -----------------------------
Shares Amount Shares Amount
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Balance - June 30, 1999 775,000 3,100,000 9,152,211 9,152
Preferred issued-
Series A 365,000 1,484,980 -- --
Effect of merger
transaction-
Preferred Series B 279,771 4,175,000 659,005 659
Issuance of shares
for services -- -- 134,336 134
Preferred issued-
Series C 1,000,000 4,000,000
Issuance of shares as
per benefit plan -- -- 288 --
Shares issued in
public offering less
expenses 2,530,000 2,530
Acquisition shares
for Student Success,
Inc. 1,625,000 1,625
Share adjustment 50,399 50
Shares issued for
technology license 225,000 225
Net loss for the
period -- -- -- --
------------ ------------ ------------ ------------
Balance - March 31, 2000 2,419,771 $ 12,759,980 14,376,239 $ 14,376
============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
Total
Additional Stockholders'
Deferred Paid-In Equity
Compensation Capital (Deficit) (Deficit)
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Balance - June 30, 1999 2,459,718 (4,192,218) 1,376,652
Preferred issued-
Series A -- -- 1,484,980
Effect of merger
transaction-
Preferred Series B 3,395,688 -- 7,571,347
Issuance of shares
for services (142,500) 335,582 -- 193,216
Preferred issued-
Series C -- -- 4,000,000
Issuance of shares as
per benefit plan 1,476 -- 1,476
Shares issued in
public offering less
expenses 5,687,437 5,689,967
Acquisition shares
for Student Success,
Incorporated 7,655,442 7,657,067
Share adjustment (50) 0
Shares issued for
technology license 393,525 393,750
Net loss for the
period -- (5,762,452) (5,762,452)
------------ ------------ ------------ ------------
Balance - March 31, 2000 $ (142,500) $ 19,928,818 $ (9,954,670) $ 22,606,004
============ ============ ============ ============
</TABLE>
<PAGE> 6
COLLEGELINK.COM INCORPORATED
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine months ended
March 31,
---------------------------
2000 1999
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss (5,762,452) (486,786)
Adjustments to reconcile net loss to cash
used by operating activities
Depreciation and amortization 696,125 78,144
Issuance of shares for services 193,216 2,505
Issuance of shares for benefit plan 1,476
Loss on sale of fixed asset 1,231
Increase (decrease) to cash
Accounts receivable (274,259) (35,104)
Prepaid and other (110,590) (5,322)
Other assets (108,973)
Accounts payable 198,935 34,967
Accrued expenses (32,247) (45,943)
Accrued payroll (52,997) (40,888)
Unearned revenue 233,544 (57,126)
----------- -----------
Net cash used in operating activities (5,018,222) (554,322)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of goodwill (4,484,956)
Acquisition of software (415,935)
Proceeds from sale of fixed asset 9,600
Purchase of furniture and equipment (492,972) (214,921)
----------- -----------
Net cash used in investing activities (5,393,863) (205,321)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of preferred shares 5,484,980
Sale of common stock 7,657,927 195,000
Net proceeds from notes payable 370,000
Net proceeds from long term debt 200,000
Net decrease in long term debt -- (11,049)
----------- -----------
Net cash from financing activities 13,142,907 753,951
----------- -----------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 2,730,822 (5,692)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,371,000 46,362
-----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD 4,101,822 40,670
=========== ===========
SUPPLEMENTAL DISCLOSURES
Cash Paid for: --
Interest -- 9,636
Taxes
Noncash:
</TABLE>
<PAGE> 7
<TABLE>
<S> <C> <C>
Stock issued for purchase of businesses 13,655,100
Stock issued for services 194,692 2,505
</TABLE>
<PAGE> 8
COLLEGELINK.COM INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Reference is made to the financial statements included in the Company's
Annual Report (Form 10-KSB) filed with the Securities and Exchange Commission
for the year ended June 30, 1999.
The financial statements for the periods ended March 31, 2000 and 1999 are
unaudited and include all adjustments which, in the opinion of management, are
necessary to a fair statement of the results of operations for the periods then
ended. All such adjustments are of a normal recurring nature. The results of the
Company's operations for any interim period are not necessarily indicative of
the results of the Company's operations for a full fiscal year.
2. ACQUISITION TRANSACTIONS
a. On February 17, 2000, CollegeLink.com Incorporated ("the Company")
acquired Student Success, Inc. ("Student Success"). The acquisition was
structured as a merger of Student Success into CollegeLink Corporation, a
wholly-owned subsidiary of the Company (the "CollegeLink Sub"). As consideration
for the acquisition, Student Success stockholders received $400,000 in advance
of the closing, and at the closing each share of Student Success common stock
was converted into (a) $2,200 in cash and (b) 1,625 shares of the Company's
Common Stock, plus cash for any fraction of a share remaining after conversion.
In the aggregate, the stockholders of Student Success received 1,625,000 shares
of the Company's Common Stock and $2,600,000 in cash. The Company also assumed
approximately $200,000 of Student Success' liabilities in connection with the
merger.
Two principal stockholders of Student Success have become officers
of the Company and the CollegeLink Sub. Patrick O'Brien, former President of
Student Success, has become Chief Executive Officer of both the Company and the
CollegeLink Sub. Bradford J. Baker, former Chief Operating Officer of Student
Success, has become President of both the Company and the CollegeLink Sub.
Messrs. O'Brien and Baker each entered into employment agreements with the
Company and each received options to purchase up to 200,000 shares of the
Company's Common Stock, subject to certain vesting requirements.
The financial statements of the Company include the operations of
Student Success from February 17, 2000, the date of its acquisition. The excess
of the purchase price over designated assets has been temporarily classified as
Goodwill (including Other Acquired Assets). The Company intends to allocate
these amounts to the specific assets acquired when evaluations of such assets
become available. Such allocations will be made within one year of the date of
acquisition. Pending such allocations, amortization has been computed assuming a
ten-year life.
b. On March 20, 2000, the Company entered into a license agreement with
Online Scouting Network, Inc. ("OSN"). The license grants the Company a
non-exclusive right to use substantially all of OSN's intellectual property
assets, including OSN's databases of student athletes and registered college
coaches and OSN's proprietary software. As consideration for the license, the
Company paid OSN $260,000 in cash and issued 225,000 shares of restricted
common stock of the Company. The Company and OSN terminated negotiations with
respect to an acquisition of OSN by the Company.
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
CollegeLink.com Incorporated ("the Company") completed the merger of Student
Success, Inc. ("Student Success") into CollegeLink Corporation, a wholly-owned
subsidiary corporation on February 17, 2000. The merger was disclosed in a Form
8-K filed by the Company on March 3, 2000.
Student Success is a leading provider of onsite high school and college
preparatory programs for students and their families under its Making College
Count and Making High School Count trademarks. Through this channel, the Company
intends to continue to expand its presence and awareness of its services with
high school students. Student Success presented its seminars to more than
225,000 students at about 900 high schools and colleges nationwide last year.
These programs were sponsored by eight major consumer products companies.
The merger was accomplished using the Purchase Method of acquisition accounting.
This method allows recognition of the purchased company's operations only from
the date of the merger. Because the Company closed the acquisition of Student
Success on February 17, 2000, Student Success' financial results prior to
February 17, 2000 have been omitted from the Financial Statements set forth in
Part I Item 1. Consequently, management believes that a comparison of these
statements to the financial statements for the prior year is not informative.
Therefore, such comparison has not been provided. Rather, management has
provided below a Pro Forma Income Statement, which it believes provides more
meaningful period-over-period comparisons of the operations of the Company and
Student Success as though they had been combined for the periods indicated.
<PAGE> 10
COLLEGELINK.COM INCORPORATED AND SUBSIDIARIES
PRO-FORMA STATEMENT OF OPERATIONS
(Unaudited)
The following proforma Statement of Operations for the nine months ended
March 31, 2000 of CollegeLink.com Incorporated and Student Success, Inc. is
based on historical financial data of CollegeLink.com Incorporated and Student
Success, Inc. giving effect to the merger transaction
<TABLE>
<CAPTION>
Student Pro-Forma
CollegeLink Success CollegeLink
Nine Months Ended 07/01/99 Nine Months Ended
March 31, through March 31,
2000 02/17/00 2000
------------ ------------ ------------
<S> <C> <C> <C>
GROSS REVENUES $ 957,570 $ 937,006 $ 1,894,576
Cost of Sales 170,261 861,661 1,031,922
------------ ------------ ------------
GROSS PROFIT 787,309 75,345 862,654
EXPENSES:
Payroll, payroll taxes and related benefits 2,385,250 2,385,250
Marketing/selling expense 1,939,893 167,577 2,107,470
Depreciation and amortization 696,125 696,125
Professional fees 645,310 645,310
Other general and administrative expenses 1,329,524 210,983 1,540,507
------------ ------------ ------------
6,996,102 378,560 7,374,661
------------ ------------ ------------
(LOSS) FROM OPERATIONS (6,208,793) (303,215) (6,512,008)
GAIN ON SALE OF BUSINESS UNITS 363,716 363,716
INTEREST INCOME (EXPENSE) 82,628 (589) 82,039
------------ ------------ ------------
NET LOSS $ (5,762,449) $ (303,804) $ (6,066,253)
============ ============ ============
NET LOSS PER SHARE $ (0.57) $ (0.19) $ (0.52)
============ ============ ============
WEIGHTED AVERAGE NUMBER OF SHARES
USED IN COMPUTATION 10,139,225 1,625,000 11,764,225
============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
Student Pro-Forma
CollegeLink Success CollegeLink
Three Months Ended 01/01/00 Three Months Ended
March 31, through March 31,
2000 02/17/00 2000
------------ ------------ ------------
<S> <C> <C> <C>
GROSS REVENUES $ 509,839 $ 339,006 $ 848,845
Cost of Sales 170,261 161,661 331,922
------------ ------------ ------------
GROSS PROFIT 339,578 177,345 516,923
EXPENSES:
Payroll, payroll taxes and related benefits 910,872 910,872
Marketing/selling expense 96,002 91,577 187,579
Depreciation and amortization 338,712 338,712
Professional fees 160,723 160,723
Other general and administrative expenses 694,966 127,433 822,399
------------ ------------ ------------
2,201,275 219,010 2,420,285
------------ ------------ ------------
(LOSS) FROM OPERATIONS (1,861,697) (41,665) (1,903,362)
GAIN ON SALE OF BUSINESS UNITS 178,000 178,000
INTEREST INCOME (EXPENSE) 54,822 (589) 54,233
------------ ------------ ------------
NET LOSS $ (1,628,875) $ (42,254) $ (1,671,129)
============ ============ ============
NET LOSS PER SHARE $ (0.14) $ (0.03) $ (0.12)
============ ============ ============
WEIGHTED AVERAGE NUMBER OF SHARES
USED IN COMPUTATION 11,937,723 1,625,000 13,562,723
============ ============ ============
</TABLE>
<PAGE> 11
PART II OTHER INFORMATION
ITEM 1. Legal Proceedings
Neither the Registrant nor any of its affiliates are a party, nor is any of
their property subject, to material pending legal proceedings or material
proceedings known to be contemplated by governmental authorities.
ITEM 2. Changes in Securities
On January 25, 2000, the Company issued 2,200,000 shares in a secondary offering
of its common stock to the public. These shares are registered and are freely
trading securities.
On February 28, 2000, the Company issued 330,000 shares of Common Stock as the
Underwriters' overallotment pursuant to the secondary offering. These shares are
registered and are freely trading securities.
On March 15, 2000, the Company issued 20,000 shares of its Common Stock in
exchange for marketing services.
On March 20, 2000, the Company issued 1,625,000 shares of its Common Stock in
connection with the February 17, 2000 merger of Student Success into the
Company.
On March 20, 2000 the Company issued 50,000 shares of its Common Stock pursuant
to an employment agreement.
The March issuances of common stock were made in reliance upon the exemption
from registration set forth in Section 4(2) of the Securities Act of 1933
relating to sales by an issuer not involving any public offering. None of the
March transactions involved a distribution or public offering. No underwriters
were engaged in connection with the March issuances of securities, and no
underwriting discounts or commissions were paid.
ITEM 3. Defaults Upon Senior Securities
None
ITEM 4. Submission of Matters to a Vote of Security Holders
None.
ITEM 5. Other Information
None.
ITEM 6. Exhibits and Reports on Form 8-K
a. Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C> <C>
X 2.1 Articles of Merger Merging Student Success, Inc. into
CollegeLink Corporation, dated February 17, 2000;
X 2.2 Certificate of Merger Merging Student Success, Inc. with
and into CollegeLink Corporation, dated February 17, 2000;
(1) 2.3 Agreement and Plan of Merger dated as of October 20, 1999
by and among Cytation.com Incorporated, CollegeLink.com
Incorporated, Student Success, Inc., Bradford J. Baker,
Patrick S. O'Brien and the Patrick S. O'Brien Stock Trust.
X 2.4 First Amendment to Agreement and Plan of Merger dated
February 15, 2000 by and among CollegeLink.com Incorporated,
CollegeLink Corporation, Student Success, Inc., Bradford J.
Baker, Patrick S. O'Brien and the Patrick S. O'Brien Stock
Trust.
</TABLE>
<PAGE> 12
<TABLE>
<S> <C> <C>
X 10.1 Amended and Restated Noncompetition and Employment
Agreement dated February 15, 2000, by and between
CollegeLink.com Incorporated and Patrick S. O'Brien.
X 10.2 1999 Stock Option Plan Stock Option Agreement dated
February 10, 2000, by and between CollegeLink.com
Incorporated and Patrick S. O'Brien.
X 10.3 Amended and Restated Noncompetition and Employment
Agreement dated February 15, 2000, by and between
CollegeLink.com Incorporated and Bradford J. Baker.
X 10.4 1999 Stock Option Plan Stock Option Agreement dated
February 10, 2000, by and between CollegeLink.com
Incorporated and Bradford J. Baker.
# 27 Financial Data Schedule
</TABLE>
- ------------------
x Incorporated by reference to the Company's Form 8-K filed March 3, 2000
(1) Incorporated by reference to Exhibit No. 10.17 of the Registrant's
Amendment No. 2 to Form S-1, Registration Statement, filed November 26,
1999.
# Filed herewith.
b. Reports on Form 8-K
(i) Form 8-K, Current Report of Events filed March 3,
2000
(ii) Form 8-K, Current Report of Events filed April 5,
2000
<PAGE> 13
SIGNATURE
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 hereunto duly authorized.
COLLEGELINK.COM INCORPORATED
By: /s/ Richard A Fisher
-------------------------------
Richard A. Fisher
DATE: May 9, 2000 Chairman
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 4,101,822
<SECURITIES> 0
<RECEIVABLES> 374,422
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4,672,183
<PP&E> 668,456
<DEPRECIATION> 0
<TOTAL-ASSETS> 23,383,603
<CURRENT-LIABILITIES> 777,599
<BONDS> 0
0
12,759,980
<COMMON> 14,376
<OTHER-SE> 9,831,648
<TOTAL-LIABILITY-AND-EQUITY> 23,383,603
<SALES> 509,838
<TOTAL-REVENUES> 509,838
<CGS> 170,261
<TOTAL-COSTS> 2,201,275
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,628,876)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,628,876)
<EPS-BASIC> (0.13)
<EPS-DILUTED> (0.13)
</TABLE>
