U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
Commission File No. 33-
MASON OIL COMPANY, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
Utah 37-0278175
(State or Other Jurisdiction of (IRS Employer ID Number)
Incorporation or Organization)
1325 Capital Circle, N.W., Unit C, Lawrenceville, Georgia 30043
(Address of Principal Executive Offices) (Zip Code)
Issuer's telephone number, including area code: (770) 338-1958
Indicate by check mark whether the issuer (1) has 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 issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. YES NO
Indicate the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.
104,490,504 shares common stock as of November 2, 1999
(Title of Class)
<PAGE>
MASON OIL COMPANY, INC.
FORM 10-QSB
FOR THE QUARTER ENDED SEPTEMBER 30, 1999
PART I - FINANCIAL INFORMATION Page
Item 1 -
Financial Statements
Consolidated Balance Sheets for September 30,
1999 (unaudited) and December 31, 1998 3
Consolidated Statements of Operations (unaudited)
for the three months ended September 30, 1999 and 1998 4
Consolidated Statements of Comprehensive Loss
(unaudited) for the three months ended September 30,
1999 and 1998 5
Consolidated Statements of Cash Flows (unaudited)
for the three months ended September 30, 1999 and 1998 6
Notes to Consolidated Financial Statements (unaudited) 7
Item 2 -
Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings 10
Item 2 - Changes in Securities and Use of Proceeds 10
Item 3 - Defaults Upon Senior Securities 10
Item 4 - Submission of Matters to a Vote of Security Holders 10
Item 5 - Other Information 10
Item 6 - Exhibits and Reports on Form 8-K 10
SIGNATURES 12
<PAGE>
MASON OIL COMPANY, INC.
Consolidated Balance Sheets
PART I
FINANCIAL INFORMATION
<TABLE>
<CAPTION>
June 30, September 30,
1999 1999
----------- -----------
(Unaudited)
Assets
<S> <C> <C>
Current Assets
Cash and cash equivalents .............................. $ 91,970 $ 54,703
Note receivable ........................................ 110,900 117,966
----------- -----------
202,870 172,669
Property and equipment, at cost
Unproved oil and gas properties,
full cost method ...................................... 354,211 349,871
Plant .................................................. 174,235 172,100
Vehicles ............................................... 39,882 56,371
Other .................................................. 9,502 9,386
----------- -----------
577,830 587,728
Less accumulated depreciation .......................... (21,889) (24,171)
----------- -----------
555,941 563,557
Other noncurrent assets
Deposits ............................................... 20,421 20,171
----------- -----------
Total Other Assets ................................... 20,421 20,171
----------- -----------
Total .................................................... $ 779,232 $ 756,397
=========== ===========
Liabilities and Stockholders' Equity
Current Liabilities
Accounts Payable ....................................... $ 64,136 $ 80,988
Notes payable - related party .......................... 258,824 255,997
Current portion of notes payable ....................... -- 5,224
----------- -----------
Total Current Liabilities ............................ 322,960 342,209
Notes payable - long term ................................ -- 10,448
Deferred salary payable .................................. 120,000 132,000
Stockholders' equity
Common Stock, $.001 par value, 200,000,000
shares authorized; 10,890,504 shares issued
and outstanding at September 30, 1999 and at ......... 10,890 10,890
June 30,1999
Additional paid-in capital ............................. 2,365,801 2,365,801
Accumulated deficit .................................... (2,068,758) (2,133,696)
Foreign currency translation adjustment ................ 28,339 28,745
----------- -----------
Total Stockholders' equity ........................... 336,272 271,740
----------- -----------
Total Liabilities and Stockholders' Equity ............... $ 779,232 $ 756,397
=========== ===========
</TABLE>
- 3 -
<PAGE>
MASON OIL COMPANY, INC.
Consolidated Statements of Operations
Three Months Ended
September 30,
------------------------------
1998 1999
------------ ------------
(unaudited) (unaudited)
Costs and expenses
General and administrative ......... $ 150,870 $ 64,028
------------ ------------
Total operating costs and expenses 150,870 64,028
Other (income) expense
Interest income .................... (3,848) (3,179)
Interest expense ................... 11,263 4,089
------------ ------------
Net loss .............................. $ (158,285) $ (64,938)
============ ============
Basic net loss per common share ....... $ (.02) $ (.01)
============ ============
Weighted average number of shares
outstanding .......................... 11,697,171 10,890,504
============ ============
- 4 -
<PAGE>
MASON OIL COMPANY, INC.
Consolidated Statements of Comprehensive Loss
Three Months Ended
September 30,
------------------------
1998 1999
--------- ---------
(unaudited) (unaudited)
Net loss ............................. $(158,285) $ (64,938)
--------- ---------
Other comprehensive income, net of tax
Foreign currency translation
adjustments ...................... 18,089 406
--------- ---------
Total other comprehensive income 18,089 406
--------- ---------
Comprehensive loss ................... $(140,196) $ (64,532)
========= =========
- 5 -
<PAGE>
MASON OIL COMPANY, INC.
Condensed Consolidated Statements of Cash Flows
Three Months Ended
September 30,
------------------------
1998 1999
--------- ---------
(Unaudited) (Unaudited)
Cash flows from operating activities
Net loss .................................... $(158,285) $ (64,938)
Depreciation and amortization ............... 1,855 2,282
Adjustments to reconcile net loss to net
cash used in operating activities
Accrued interest receivable ................. -- (8,425)
Prepaid expenses and other assets .......... (475) --
Accounts payable and accrued liabilities ... 15,842 34,076
--------- ---------
Net cash used by operating activities ... (141,063) (37,005)
--------- ---------
Cash flows used by investing activities
Oil and gas exploration expenses ............ (35,756) --
--------- ---------
Net cash used by investing activities ... (35,756) --
--------- ---------
Cash flows from financing activities
Payments on notes payable ................... (3,639) (3,682)
--------- ---------
Net cash used by financing activities ... (3,639) (3,682)
--------- ---------
Net effect of currency fluctuations on cash and
cash equivalents .............................. 35,687 3,420
Net decrease in cash and cash equivalents ...... (144,771) (37,267)
Beginning cash and cash equivalents ............ 473,593 91,970
--------- ---------
Ending cash and cash equivalents ............... $ 328,822 $ 54,703
========= =========
Supplemental cash flow disclosures:
The Company paid approximately $0 and $11,000 in interest expense during
the three months ended September 30, 1999 and 1998, respectively.
The Company financed the purchase of a vehicle for $16,978 through the
issuance of a note payable during the three months ended September 30,
1999.
- 6 -
<PAGE>
MASON OIL COMPANY, INC.
Notes to Consolidated Financial Statements
Note 1 - Summary of Accounting Policies
The summary of Mason Oil Company's, Inc. (the "Company") significant
accounting policies are incorporated by reference to the Company's annual
report on Form 10-KSB dated June 30, 1999.
The accompanying unaudited consolidated financial statements reflect all
adjustments which, in the opinion of management, are necessary for a fair
presentation of the results of operations, financial position and cash flows.
The results of the interim period are not necessarily indicative of the results
for the full year.
Note 2 - Subsequent Events
On October 22, 1999, the Company and Brandmakers, Inc., a closely held
Georgia corporation ("Brandmakers"), consummated an Asset Purchase Agreement
pursuant to which Brandmakers sold, and the Company purchased, substantially
all of Brandmakers' assets. In consideration of the purchase of substantially
all of the Brandmakers' assets, the Company agreed to issue 89,999,999 shares
of common stock to Brandmakers. The Company has filed the asset purchase
agreement Form 8-K and will file any required financial statements and
pro-forma information on an amendment to the Form 8-K filed.
On November 2, 1999, two officers each acquired 2,300,000 shares of the
Company's common stock pursuant to an Executive Stock Plan (the "Plan"). The
Company issued stock under the Plan in compensation for services rendered. The
shares issued have been registered with the Securities and Exchange Commission
on a Form S-8 registration statement filed November 2, 1999.
- 7 -
<PAGE>
Item 2. Management's Discussion and Analysis
Plan of Operation
The Company has not had revenues from operations in either of its last two
fiscal years, or during the portion of the current fiscal year for which
financial statements are furnished in this report. The Company's plan of
operation for the next twelve months is set forth below.
Given its current cash position and resources, the Company anticipates
that it can satisfy its cash requirements, at current operating levels,
approximately until the end of 1999. In the near term, the Company will continue
to pursue financing to enable it to initiate exploration and production
activities. To the extent of available resources, the Company will also continue
to conduct investigations and evaluations of promising exploration and
development opportunities and to conduct testing and to gather data with respect
to such properties. However, the Company will defer any exploration or
production activities pending receipt of additional financing.
While the Company continues to seek additional capital to fund development
operations in Indonesia and to otherwise fund future exploration and development
operations, its efforts during the last year to obtain such financing have been
unsuccessful. Furthermore, the Company's limited resources restrict the time it
can dedicate to such efforts. Given the Company's inability to obtain financing
for the pursuit of its proposed exploration and production projects, it is
considering possible alternatives to its current business strategy. The Company
is evaluating potential relationships and acquisition opportunities, both within
the petroleum industry and with non-petroleum related businesses The Company
hopes by the end of 1999 to either obtain financing to pursue its petroleum
exploration and production objectives, or identify and pursue another business
opportunity, by acquisition or otherwise.
The Company does not anticipate any significant changes in the number of
employees, pending receipt of additional funding or a possible acquisition
transaction.
Year 2000
The Year 2000 ("Y2K") problem is the result of two potential malfunctions
that could have an impact on systems and equipment. The first problem arises due
to computers being programmed to use two rather than four digits to define the
applicable year. The second problem arises in embedded chips, where microchips
and microcontrollers have been designed using two rather than four digits to
define the applicable year. If uncorrected, the problem could result in computer
system and program failures or equipment malfunctions that could result in a
disruption of business operations.
To date, the Company has not completed an internal review of its minimal
number of systems to determine major areas of exposure to Y2K issues. The
Company does not, however, operate a significant number of computer systems and
does not rely on computers to regulate any critical corporate functions.
Accordingly, the Company believes that even without any corrective measures
being taken, the Company will not suffer material adverse effects from the Y2K
problems. However, there can be no assurance that the Company will not
experience loss of data and loss of capacity to continue pursuing its operations
if Y2K issues are not addressed and remedied.
In addition, third parties with whom the Company interacts, need to be
surveyed to assess Y2K compliance, or if contingency plans will become
necessary. If such third party systems are not addressed, any failure of such
systems could have an adverse effect on the Company's development and
exploration activities. Inasmuch as the Company intends to rely heavily on third
parties for its exploration activities, if such third parties' systems fail, it
could have a material adverse effect on the Company.
- 8 -
<PAGE>
Forward-Looking Statements
The foregoing and subsequent discussion contains certain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended and Section 21E of the Securities Exchange Act of 1934, as amended,
which are intended to be covered by the safe harbors created thereby. These
forward-looking statements include the plans and objectives of management for
future and possible further capitalization of the Company. The forward-looking
statements contained herein are based on current expectations that involve
numerous risks and uncertainties. Assumptions relating to such current
expectations involve judgments with respect to, among other things, future
economic, competitive and market conditions and future business decisions, all
of which are difficult or impossible to predict accurately and many of which are
beyond and control of the Company. Although the Company believes that the
assumptions could be inaccurate and therefore there can be no assurance that the
forward-looking statements included in this Form 10-QSB will prove to be
accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such information
should not be regarded as a representation of the Company or any other person
that the objectives and plans of the Company will be achieved.
Subsequent Events
Purchase of Substantially all of the Assets of Brandmakers, Inc.
On October 22, 1999, the Issuer and Brandmakers, Inc., a closely-held
Georgia corporation ("Brandmakers"), consummated an Asset Purchase Agreement
pursuant to which Brandmakers sold, and the Issuer purchased, substantially all
of Brandmakers' assets. In consideration of the purchase of substantially all of
Brandmakers' assets, the Issuer agreed to issue 89,000,000 shares of common
stock to Brandmakers.
Mason has previously been positioning itself to participate in acquisition,
development and operation of selected oil and gas properties, primarily in
Australia and Southeast Asia. Due to inability to obtain the financing required
to further pursue such efforts, Mason has explored alternative business
opportunities that have culminated in the consummation of the Asset Purchase
Agreement.
The consummation of the Asset Purchase Agreement represents a change in
Mason's business focus and control. Following the consummation of the Asset
Purchase Agreement, Mason expects to direct its business efforts toward the
advancement of the business previously pursued by Brandmakers, consisting of
telecommunications, internet technology, software and advertising. Mason may
consider divesting some or all of Mason's oil and gas assets and liabilities at
a future date if its board of directors deems such divesture in the best
interests of Mason and its shareholders.
Issuance of Shares to Paul B. Ingram and John L. Naylor.
On November 2, 1999, Messrs. Ingram and Naylor each acquired 2,300,000
shares of the Issuer's common stock pursuant to an Executive Stock Plan among
the Issuer and Messrs. Ingram and Naylor (the "Plan"). The Issuer issued stock
to Messrs. Ingram and Naylor under the Plan in compensation for services
rendered by Messrs. Ingram and Naylor to the Issuer. The Issuer's Board of
Directors acknowledged and confirmed the existence and nature of the conflicting
interests of Messrs. Naylor and Ingram with respect to the Plan had been fully
disclosed, and determined that the consideration received for the shares was
adequate. The shares received by Messrs. Ingram and Naylor were simultaneously
registered with the Securities and Exchange Commission on a Form S-8
registration statement filed November 2, 1999.
- 9 -
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
Item 2. Changes in Securities., None.
Item 3. Defaults Upon Senior Securities
There has been no material default in the payment of principal, interest,
a sinking a purchase fund installment, or any other material default not
cured within 30 days with respect to any indebtedness of the Company
exceeding five percent (5%) of the total assets of the Company.
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
Exhibit No. Description
3.1 Articles of Incorporation of the Registrant
(Filed as Exhibit 3.1 to the Registrant's Form
10-SB-A1, Reg. No. 0-28184 filed May 31, 1996).
3.2 Articles of Amendment to Articles of
Incorporation. (Filed as Exhibit 3.2 to the
Registrant's Form 10-SB-A1, Reg. No. 0-28184
filed May 31, 1996).
3.3 Bylaws of the Registrant. (Filed as Exhibit 3.3
to the Registrant's Form 10-SB-A1 Reg. No.
0-28184 filed May 31, 1996).
3.4 Amended Bylaws of the Registrant. (Filed as
Exhibit 3.4 to the Registrant's Form 10-SB-A1,
Reg. No. 0-28184 filed May 31, 1996).
10.1 Stock Purchase Agreement, dated September 10,
1996, by and between Craig Carpenter, Mason Oil
Company, Inc., Paul B. Ingram and John L. Naylor.
(Filed as Exhibit 2.1 to the Registrant's Form
10-QSB Reg. No. 000-28184 filed November 15,
1996).
10.2 Stock Purchase and Sale Agreement, dated October
14, 1996, between the Registrant, Paul Ingram and
John L. Naylor. (Filed as Exhibit 2.2 to the
Registrant's Form 10-QSB Reg. No. 000-28184 filed
November 15, 1996).
10.3 Access Agreement between Anangu Pitjantjatjara
and John Leonard and Paul Bryan Ingram. (Filed as
Exhibit 2.5 to the Registrant's Form 10-QSB, Reg.
No. 000-28184 filed February 21, 1997).
10.4 Petroleum Exploration License (PEL) No. 61and PEL
Agreement. (Filed as Exhibit 2.3 to the
Registrant's Form 10-QSB Reg. No. 000-28184 filed
February 21, 1997).
10.5 Petroleum Exploration License No. 63 and PEL
Agreement. (Filed as Exhibit 2.4 to the
Registrant's Form 10-QSB Reg. No. 000-28184 filed
February 21, 1997).
- 10 -
<PAGE>
10.6 Joint Venture Agreement between Hemley
Exploration Pty. Ltd., an Australian corporation
and Pt. Putra Bakti Mahkota, an Indonesian
corporation.
10.7 Subscription Agreement and Investment
Representation, dated February 28, 1997. (Filed
as Exhibit 10.1 to the Registrant's Form 10-QSB
Reg. No. 000-28184 filed May 20, 1997).
10.8 Consulting Fee Agreement dated February 28, 1997.
(Filed as a plan in the Registrant's Registration
Statement in Form S-8 Reg. No. 333-24467 filed
April 3, 1997).
10.9 Amendment No. 1 to Consulting Fee Agreement dated
May 8, 1997, amending the Consulting Fee Agreement
dated February 28, 1997, and previously filed with
the Securities and Exchange Commission on a Form
S-8 Registration Statement dated March 25, 1997.
(Filed as Exhibit 10.2 to the Registrant's Form
10-QSB Reg. No. 000-28184 filed May 20, 1997).
10.10 Access Agreement dated May 1, 1998 among Yan Kun
Ytjatjhara Council, Antakirinja Management, Paddy
Jones, Jean Woods, Tilly Waye, Sadio Singer, Lallie
Dennen, Johnny Cullinan, William Herbert Lenmy Snr.,
Eileen Crombie, Ian Crombie, Keith Smith and Hemley
Exploration Pty. Ltd. (Filed as Exhibit 10.9 to the
Registrant's Form 10-KSB Reg. No. 000-28184 Filed
January 26, 1999)
10.11 Drilling Rig Sales Agreement (Filed as exhibit 10.10
to the Registrants June 30, 1998, Form 10-KSB filed
January 26, 1999).
10.12 Memorandum of Agreement between Pt. Patrindo
Persadamadjn and Hemley Exploration Pty. Ltd.
(Filed as Exhibit 10.11 to the Registrant's Form
10-KSB Reg. No. 000-28184 filed January 26, 1999).
16 Letter of Change in Certifying Accountant (Filed
as Exhibit 16 of the Registrant's Form 8-K Reg.
No. 0-28184 filed September 29, 1997).
21 Subsidiaries of the Registrant (Filed as Exhibit 21
to the Registrant's June 30, 1999 Form 10-KSB dated
September 28, 1999).
24.1 Power of Attorney (Filed as Exhibit 24 to the
Registrant's June 30, 1999 Form 10-KSB dated
September 28, 1999).
24.2 Power of Attorney.
27 Financial Data Schedule.
(b) Forms 8-K filed during the last quarter. None.
- 11 -
<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.
Dated this 18th day of November, 1999.
MASON OIL COMPANY, INC.
By:/s/ Bob Palmquist
Bob Palmquist
President
- 12 -
<PAGE>
Exhibit Index
Exhibit No. Description
3.1 Articles of Incorporation of the Registrant
(Filed as Exhibit 3.1 to the Registrant's Form
10-SB-A1, Reg. No. 0-28184 filed May 31, 1996).
3.2 Articles of Amendment to Articles of
Incorporation. (Filed as Exhibit 3.2 to the
Registrant's Form 10-SB-A1, Reg. No. 0-28184
filed May 31, 1996).
3.3 Bylaws of the Registrant. (Filed as Exhibit 3.3
to the Registrant's Form 10-SB-A1 Reg. No.
0-28184 filed May 31, 1996).
3.4 Amended Bylaws of the Registrant. (Filed as
Exhibit 3.4 to the Registrant's Form 10-SB-A1,
Reg. No. 0-28184 filed May 31, 1996).
10.1 Stock Purchase Agreement, dated September 10,
1996, by and between Craig Carpenter, Mason Oil
Company, Inc., Paul B. Ingram and John L. Naylor.
(Filed as Exhibit 2.1 to the Registrant's Form
10-QSB Reg. No. 000-28184 filed November 15,
1996).
10.2 Stock Purchase and Sale Agreement, dated October
14, 1996, between the Registrant, Paul Ingram and
John L. Naylor. (Filed as Exhibit 2.2 to the
Registrant's Form 10-QSB Reg. No. 000-28184 filed
November 15, 1996).
10.3 Access Agreement between Anangu Pitjantjatjara
and John Leonard and Paul Bryan Ingram. (Filed as
Exhibit 2.5 to the Registrant's Form 10-QSB, Reg.
No. 000-28184 filed February 21, 1997).
10.4 Petroleum Exploration License (PEL) No. 61and PEL
Agreement. (Filed as Exhibit 2.3 to the
Registrant's Form 10-QSB Reg. No. 000-28184 filed
February 21, 1997).
10.5 Petroleum Exploration License No. 63 and PEL
Agreement. (Filed as Exhibit 2.4 to the
Registrant's Form 10-QSB Reg. No. 000-28184 filed
February 21, 1997).
10.6 Joint Venture Agreement between Hemley
Exploration Pty. Ltd., an Australian corporation
and Pt. Putra Bakti Mahkota, an Indonesian
corporation.
10.7 Subscription Agreement and Investment
Representation, dated February 28, 1997. (Filed
as Exhibit 10.1 to the Registrant's Form 10-QSB
Reg. No. 000-28184 filed May 20, 1997).
10.8 Consulting Fee Agreement dated February 28, 1997.
(Filed as a plan in the Registrant's Registration
Statement in Form S-8 Reg. No. 333-24467 filed
April 3, 1997).
10.9 Amendment No. 1 to Consulting Fee Agreement dated
May 8, 1997, amending the Consulting Fee Agreement
dated February 28, 1997, and previously filed with
the Securities and Exchange Commission on a Form
S-8 Registration Statement dated March 25, 1997.
(Filed as Exhibit 10.2 to the Registrant's Form
10-QSB Reg. No. 000-28184 filed May 20, 1997).
10.10 Access Agreement dated May 1, 1998 among Yan Kun
Ytjatjhara Council, Antakirinja Management, Paddy
Jones, Jean Woods, Tilly Waye, Sadio Singer, Lallie
Dennen, Johnny Cullinan, William Herbert Lenmy Snr.,
Eileen Crombie, Ian Crombie, Keith Smith and Hemley
Exploration Pty. Ltd. (Filed as Exhibit 10.9 to the
Registrant's Form 10-KSB Reg. No. 000-28184 Filed
January 26, 1999)
10.11 Drilling Rig Sales Agreement (Filed asd exhibit 10.10
to the Registrants June 30, 1998, Form 10-KSB filed
January 26, 1999).
10.12 Memorandum of Agreement between Pt. Patrindo
Persadamadjn and Hemley Exploration Pty. Ltd.
(Filed as Exhibit 10.11 to the Registrant's Form
10-KSB Reg. No. 000-28184 filed January 26, 1999).
16 Letter of Change in Certifying Accountant (Filed
as Exhibit 16 of the Registrant's Form 8-K Reg.
No. 0-28184 filed September 29, 1997).
21 Subsidiaries of the Registrant (Filed as Exhibit 21
to the Registrant's June 30, 1999 Form 10-KSB dated
September 28, 1999).
24.1 Power of Attorney (Filed as Exhibit 24 to the
Registrant's June 30, 1999 Form 10-KSB dated
September 28, 1999).
24.2 Power of Attorney.
27 Financial Data Schedule.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-END> SEP-30-2000
<CASH> 54,703
<SECURITIES> 0
<RECEIVABLES> 117,966
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 172,669
<PP&E> 587,728
<DEPRECIATION> 241,171
<TOTAL-ASSETS> 756,397
<CURRENT-LIABILITIES> 342,209
<BONDS> 10,448
0
0
<COMMON> 10,890
<OTHER-SE> 260,850
<TOTAL-LIABILITY-AND-EQUITY> 756,397
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 64,028
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,089
<INCOME-PRETAX> (64,938)
<INCOME-TAX> 0
<INCOME-CONTINUING> (64,938)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (64,938)
<EPS-BASIC> (.01)
<EPS-DILUTED> (.01)
</TABLE>
