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
ALMOST COUNTRY PRODUCTIONS, INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State of incorporation)
84-1398342
(IRS employer identification no.)
245 N. Vine St. #103 Salt Lake City, Utah 84103
(Address of principle executive offices)
(801) 322-1887
(Registrants 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.
X Yes ___ No
State the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding as of March 31, 2000
Common Stock 301,100
<PAGE>
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements.
ALMOST COUNTRY PRODUCTIONS, INC.
[A Development Stage Company]
FINANCIAL STATEMENTS
March 31, 2000
2
<PAGE>
ALMOST COUNTRY PRODUCTIONS, INC.
[A Development Stage Company]
CONTENTS
PAGE
Accountants' Review Report 4
Unaudited Condensed Balance Sheets,
March 31, 2000 and September 30,1999 5
Unaudited Condensed Statements of
Operations, for the three and six months
ended March 31, 2000 and 1999 and from
inception on October 24, 1996 through
March 31, 2000 6
Unaudited Condensed Statements of Cash Flows,
for the six months ended March 31, 2000 and
1999 and from inception on October 24, 1996
through March 31, 2000 7
Notes to Unaudited Condensed Financial
Statements 8 - 12
3
<PAGE>
ACCOUNTANTS' REVIEW REPORT
Board of Directors
ALMOST COUNTRY PRODUCTIONS, INC.
Salt Lake City, Utah
We have reviewed the accompanying condensed balance sheet of
Almost Country Productions, Inc. (A Development Stage Company) as
of March 31, 2000, and the related condensed statements of
operations and cash flows for the three and six months ended
March 31, 2000, and for the period from inception on October 24,
1996 through March 31, 2000. All information included in these
financial statements is the representation of the management of
Almost Country Productions, Inc..
We conducted our review in accordance with standards established
by the American Institute of Certified Public Accountants. A
review consists principally of inquiries of Company personnel and
analytical procedures applied to financial data. It is
substantially less in scope than an audit in accordance with
generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements
taken as a whole. Accordingly, we do not express such an
opinion.
Based on our review, we are not aware of any material
modifications that should be made to the condensed financial
statements reviewed by us, in order for them to be in conformity
with generally accepted accounting principles.
The accompanying condensed financial statements have been
prepared assuming the Company will continue as a going concern.
As discussed in Note 6 to the financial statements, the company
has incurred substantial losses since its inception, has
liabilities in excess of assets and has not yet been successful
in establishing profitable operations. These factors raise
substantial doubt about its ability to continue as a going
concern. Management's plans in regards to these matters are also
described in Note 6. The financial statements do not include any
adjustments that might result from the outcome of these
uncertainties.
/S/ Pritchett, Siler & Hary, P.C.
PRITCHETT, SILER & HARDY, P.C.
May 22, 2000
Salt Lake City, Utah
4
<PAGE>
ALMOST COUNTRY PRODUCTIONS, INC.
[A Development Stage Company]
UNAUDITED CONDENSED BALANCE SHEETS
(See Accountants' Review Report)
ASSETS
March 31, September 30,
2000 1999
___________ ___________
CURRENT ASSETS:
Cash in bank $ 1,407 $ 1,358
Inventory 216 257
___________ ___________
Total Current Assets $ 1,623 $ 1,615
___________ ___________
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES:
Accounts payable 2,335 100
Loans payable - related party 18,272 13,972
___________ ___________
Total Current Liabilities 20,607 14,072
___________ ___________
STOCKHOLDERS' (DEFICIT):
Common stock, $.001 par value,
50,000,000 shares authorized,
301,100 shares issued and
outstanding 301 301
Capital in excess of par value 26,054 26,054
Deficit accumulated during the
development stage (45,339) (38,812)
___________ ___________
Total Stockholders' (Deficit) (18,984) (12,457)
___________ ___________
$ 1,623 $ 1,615
___________ ___________
Note: The balance sheet at September 30, 1999 was taken from the
audited financial statements at that date and condensed.
The accompanying notes are an integral part of these unaudited
condensed financial statements.
5
<PAGE>
ALMOST COUNTRY PRODUCTS, INC.
[A Development Stage Company]
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
(See Accountants' Review Report)
For the Three For the Six From Inception
Months Months on October 24,
Ended March 31, Ended March 31, 1996 through
___________________ ___________________ March 31,
2000 1999 2000 1999 2000
_________ _________ _________ _________ __________
REVENUE:
Sales, net $ 105 $ 0 $ 105 $ 83 $ 376
COST OF GOOS SOLD 41 0 41 46 197
_________ _________ _________ _________ __________
Gross Profit 64 0 64 37 179
_________ _________ _________ _________ __________
EXPENSES:
General and
administrative 2,781 30 6,591 672 1,435
Cost of record
master 0 0 0 0 22,332
Other operating
expenses 0 0 0 0 1,751
_________ _________ _________ _________ __________
Total Expenses 2,781 30 6,591 67 45,518
_________ _________ _________ _________ __________
LOSS BEFORE TAXES (2,717) (30) (6,527) (30) (45,339)
CURRENT TAXES EXPENSE 0 0 0 0 0
DEFERRED TAX EXPENSE 0 0 0 0 0
_________ _________ _________ _________ __________
NET LOSS $ (2,717) $ (30) $(6,527) $ (30) $(45,339)
_________ _________ _________ _________ __________
LOSS PER COMMON
SHARE $ (.01) $ (.02) $ (.01) $ (.00) $ (.16)
_________ _________ _________ _________ __________
The accompanying notes are an integral part of these unaudited
condensed financial statements.
6
<PAGE>
ALMOST COUNTRY PRODUCTS, INC.
[A Development Stage Company]
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
(See Accountants' Review Report)
From Inception
For the Six Months on October 24,
Ended March 31, 1996 through
_______________________ March 31,
2000 1999 2000
__________ __________ ___________
Cash Flows From Operating
Activities:
Net loss $ (6,527) $ (30) $ (45,339)
Adjustments to reconcile
net loss from
operating activities:
Depreciation and amortization 0 0 310
Non-cash expense 0 0 330
Changes in assets and
liabilities:
Decrease in inventory 41 0 (216)
Increase in accounts
payable 2,235 0 2,335
__________ __________ ___________
Net Cash Flows (Used)
by Operating Activities (4,251) (30) (42,580)
__________ __________ ___________
Cash Flows From Investing
Activities:
Payments for organization costs 0 0 (310)
__________ __________ ___________
Net Cash (Used) by
Investing Activities 0 0 (310)
__________ __________ ___________
Cash Flows From Financing
Activities:
Proceeds from shareholder
loans 4,300 (21) 18,272
Proceeds from common stock
issuance 0 0 32,000
Payment of stock offering costs 0 0 (5,975)
__________ __________ ___________
Net Cash Provided by
Financing Activities 4,300 21 44,297
__________ __________ ___________
Net Increase (Decrease) in Cash 49 (9) 1,407
Cash at Beginning of the Period 1,358 9 0
__________ __________ ___________
Cash at End of the Period $ 1,407 $ (0) $ 1,407
__________ __________ ___________
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
Supplemental Schedule of Noncash Investing and Financing
Activities:
For the six months ended March 31, 2000:
None.
For the six months ended March 31, 1999:
None.
The accompanying notes are an integral part of these unaudited
condensed financial statements.
7
<PAGE>
ALMOST COUNTRY PRODUCTIONS, INC.
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Almost Country Productions, Inc. (the Company) was
organized under the laws of the State of Nevada on October 24,
1996. The Company has not yet generated significant revenues
from its planned principal operations and is considered a
development stage company as defined in the Statement of
Financial Accounting Standards (SFAS) No. 7. The Company is
planning to engage in the business to produce and market country
music on tapes and compact discs (CD's) featuring Pamela
Lindquist and her music group known as Almost Country. The
Company has, at the present time, not paid any dividends and any
dividends that may be paid in the future will depend upon the
financial requirements of the Company and other relevant factors.
Inventory - Inventory is carried at the lower of cost or market.
Cost is determined by the first-in, first-out method.
Organization Costs - The Company has amortized its organization
costs, which reflect amounts expended to organize the Company, in
accordance with the Statement of Position 98-5, "Reporting on the
Costs of Start-up Activities."
Loss Per Share - The computation of loss per share is based on
the weighted average number of shares outstanding during the
period presented, in accordance with Statement of Accounting
Financial Standard No. 128 "Earnings Per Share".
Cash and Cash Equivalents - For purposes of the financial
statements, the Company considers all highly liquid debt
investments purchased with a maturity of three months or less to
be cash equivalents.
Revenue Recognition - The Company recognizes revenue when product
is delivered.
Accounting Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that effect the
reported amounts of assets and liabilities, the disclosures of
contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from
those estimated by management.
Recently Enacted Accounting Standards - Statement of Financial
Accounting Standards (SFAS) No. 132, "Employer's Disclosure about
Pensions and Other Postretirement Benefits", SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities",
SFAS No. 134, "Accounting for Mortgage-Backed Securities.", SFAS
No. 135, "Rescission of FASB Statement No. 75 and Technical
Corrections", SFAS No. 136, "Transfers of Assets to a not for
profit organization or charitable trust that raises or holds
contributions for others", and SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities - deferral of the
effective date of FASB statement No. 133 ( an amendment of FASB
Statement No. 133.)," were recently issued. SFAS No. 132, 133,
134, 135, 136 and 137 have no current applicability to the
Company or their effect on the financial statements would not
have been significant.
8
<PAGE>
ALMOST COUNTRY PRODUCTIONS, INC.
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 2 - INVENTORY
Inventory at March 31, 2000 consists of the following:
Compact disc's $ 1,079
Cassette tapes 218
Allowance for excess
quantities of inventory (1,081)
_________
$ 216
_________
During the three months ended March 31, 2000, the Company had
gross product sales of $105 with a corresponding cost of goods
sold of $41. The sales came through the medium of a benefit
concert with Pamela Lindquist, the Company's President,
performing with Nashville recording artist Boots Randolph on
February 12, 2000. The concert was produced by Dolphin
Productions, Inc. ("Dolphin"), a Nevada corporation doing
business in Utah as a producer of music concerts. The Company
and Dolphin entered into a joint marketing agreement which will
assist the Company in marketing its products and acquiring rights
to the works of other artists. Dolphin is a privately-held
Nevada corporation of which Richard H. Casper, the Company's
legal counsel, is president. Management believes that while the
Company has some excess quantities of inventory, a portion of the
inventory is still saleable. Accordingly, the Company has
established an allowance for excess quantities of inventory to
reduce the valuation of the inventory to its estimated market
value of $216.
NOTE 3 - CAPITAL STOCK
Common Stock - During June 1997, the Company issued 1,000 shares
of common stock for legal services rendered in association with
its public stock offering, valued at $300.
During June 1997, the Company issued 100 shares of common stock
for operating expenses valued at $30.
Public Offering - During March 1997, the Company issued 100,000
shares of common stock for cash at $0.30 per share, net of $5,975
stock offering cost, pursuant to a public offering believed to be
exempt from registration with the Securities and Exchange
Commission under rule 504 of Regulation D as promulgated under
the Securities Act of 1933, as amended.
Organization - During October 1996, in connection with its
organization, the Company issued 200,000 shares of its previously
authorized, but unissued common stock. Total proceeds from the
sale of stock amounted to $2,000 (or $.01 per share).
9
<PAGE>
ALMOST COUNTRY PRODUCTIONS, INC.
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 3 - CAPITAL STOCK [CONTINUED]
During March of 2000, the Company renegotiated the terms of a
loan from a shareholder and entered into an agreement with
Richard H. Casper, corporate legal counsel and the President of
Dolphin Productions, Inc. (see also Note 2 above) whereunder Mr.
Casper will pay $20,000 to the Company for 200,000 shares the
Company's common stock. With the proceeds, the Company intends
to repay its note payable to the Company's president, Pamela
Lindquist, which had a balance of $18,272 as of March 31, 2000.
The remaining amount of $1,728 will be used by the Company for
operating capital. Through this transaction, Mr. Casper agreed
to release his lien against the shares of the Company's President
and Secretary. This transaction was consummated, and the shares
were issued to Mr. Casper, in May of 2000.During March of 2000,
the Company's board of directors voted to issue 100,000 shares of
its common stock to its President, Pamela Lindquist, as
compensation for her work in producing and marketing the
Company's products, managing the affairs of the Company, as
reimbursement for out-of-pocket costs incurred by Ms. Lindquist
in managing the Company's affairs and as consideration for her
loan to the Company. This transaction was consummated, and the
shares were issued to Ms. Lindquist, in May of 2000.
NOTE 4 - INCOME TAXES
The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109 "Accounting
for Income Taxes". SFAS No. 109 requires the Company to provide
a net deferred tax asset/liability equal to the expected future
tax benefit/expense of temporary reporting differences between
book and tax accounting methods and any available operating loss
or tax credit carryforwards. At March 31, 2000, has available
unused operating loss carryforwards of approximately $45,000,
which may be applied against future taxable income and which
expire in various years through 2020.
The amount of and ultimate realization of the benefits from the
operating loss carryforwards for income tax purposes is
dependent, in part, upon the tax laws in effect, the future
earnings of the Company, and other future events, the effects of
which cannot be determined. Because of the uncertainty
surrounding the realization of the loss carryforwards the Company
has established a valuation allowance equal to the amount of the
loss carryforwards and, therefore, no deferred tax asset has been
recognized for the loss carryforwards. The net deferred tax
asset is approximately $15,000 as of March 31, 2000, with an
offsetting valuation allowance at March 31, 2000 of the same
amount. The increase in the valuation allowance for the six
months ended March 31, 2000 was approximately $2,500.
10
<PAGE>
ALMOST COUNTRY PRODUCTIONS, INC.
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 5 - RELATED PARTY TRANSACTIONS
Management Compensation - The Company has not paid any
compensation to itsofficers and directors. However, during March
of 2000, the Company's board of directors agreed issue 100,000
shares of its common stock to its President, Pamela Lindquist, as
compensation for her work in producing and marketing the
Company's products, managing the affairs of the Company, office,
travel and telephone expenses paid by Ms. Lindquist in behalf of
the Company and as consideration for her loan to the Company.
This transaction was consummated, and the shares were issued to
Ms. Lindquist in May of 2000.
Office Space - The Company has not had a need to rent office
space. An officer/shareholder of the Company is allowing the
Company to use her home as a mailing address, as needed, at no
expense to the Company.
Financing - Pamela Lindquist, the president of the Company has
advanced a total of $18,272 to the Company as of March 31, 2000.
These advances are non-interest bearing, and are due on demand.
Debt Reduction - During March of 2000, the Company renegotiated
the terms of a loan from a shareholder and entered into an
agreement with Richard H. Casper, corporate legal counsel and the
President of Dolphin Productions, Inc. (see also Note 2 above)
where under Mr. Casper will pay $20,000 for 200,000 shares the
Company's common stock. The Company previously reported that
Pamela Lindquist and Marie Lindquist, respectively the President
and Secretary of the Company, had contracted during the quarter
ended December 31, 1999, to sell 66,000 of their combined shares
to Richard H. Casper, the company's legal counsel. The shares
had not been transferred as of March 31, 2000, but during March,
the Company renegotiated the terms of the agreement. Of the
$20,000, $18,272 will repay the Company's note to Pamela
Lindquist, and the balance of $1,728 will be paid in cash to the
Company. Through the transaction, the Company's note payable to
Pamela Lindquist, the Company's president, will be paid in full.
The amount of $1,728 will be used by the Company for operating
capital. Through this transaction, Mr. Casper has released his
lien against the shares of the Company's President and Secretary.
The foregoing transaction was fully consummated, and the shares
were issued to Mr. Casper, in May of 2000.
NOTE 6 - GOING CONCERN
The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles which
contemplate continuation of the Company as a going concern.
However, the Company has incurred losses since its inception, has
current liabilities in excess of current assets and has not yet
been successful in establishing profitable operations. These
factors raise substantial doubt about the ability of the Company
to continue as a going concern. In this regard, management is
proposing to raise any necessary additional funds not provided by
its planned operations through loans and/or through additional
sales of its common stock. There have been no significant
product sales during the year ended September 30, 1999; however,
management is still attempting to develop new markets in the
United States, and is contemplating marketing efforts in foreign
markets. There is no assurance that the Company will be
successful in raising additional capital or in developing new
markets for its products in the U.S. or in foreign markets, or
achieving profitable operations. The financial statements do not
include any adjustments that might result from the outcome of
these uncertainties.
11
<PAGE>
ALMOST COUNTRY PRODUCTIONS, INC.
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 7 - COMMITMENTS
During September 1996, the Company entered into a contract with
Pamela Lindquist (the Company's President) wherein the Company
will provide up to $25,000 in financing to develop and produce
tapes and CD's for Almost Country, Pamela Lindquist's music
group. In return, Ms. Lindquist has assigned a financial
interest that will provide a royalty of $2.00 on each tape and
$2.50 on each CD sold from the recordings produced, for a period
of two years. On September 1, 1998, the company entered into an
agreement with Pamela Lindquist that extends the terms of the
contract through September 30, 2000.
NOTE 8 - LOSS PER SHARE
The following data show the amounts used in computing loss per
share for the periods presented:
For the Three For the Six From Inception
Months Months on October 24,
Ended March 31, Ended March 31, 1996 through
___________________ ___________________ March 31,
2000 1999 2000 1999 2000
_________ _________ _________ _________ __________
Loss from
continuing
operations
available to
common
shareholders
(numerator) $ (2,717)$ (30) $ (6,527) $ (30) $ (45,339)
_________ _________ _________ _________ __________
Weighted average
number of common
shares outstanding
used in loss per
share for the
period
(denominator) 301,100 301,100 301,100 301,100 288,282
_________ _________ _________ _________ __________
12
<PAGE>
ITEM 2 - MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
The following discussion and analysis provides information which
management believes is relevant to an assessment and understanding of the
Company's consolidated results of operations and financial condition.
The discussion should be read in conjunction with the consolidated
financial statements and notes thereto.
The Company is a development stage company as it has limited assets,
operations and income. It is believed that only limited capital will be
required to maintain the Company's operations and any funds needed in the
immediate future will be provided by the officers and directors of the
Company. Nevertheless, unless the Company is able to accomplish an
acquisition or merger with an operating business or is able to obtain
significant financing there is substantial doubt and concern about the
Company's ability to continue as a going concern. Management believe that
inflation has not and will not have a material effect on the Company's
operations.
Management has entered into a joint marketing agreement with Dolphin
Productions, Inc., a Nevada corporation of which Richard H. Casper, the
Company's legal counsel, is president. Dolphin Productions, Inc. produces
musical concerts. With Dolphin, the Company is exploring opportunities for
promoting the Company's products through the concert medium.
PLAN OF OPERATION
During the next year the Company will investigate possible business
opportunities with the intent to acquire or merge with one or more business
ventures. Because the Company has no funds, it may be necessary for the
officers and directors to advance funds or accrue expenses until a future
time. Management intends to operate on limited funds. If the Company
determines to employ outside advisers or consultants in its search for
business opportunities, the Company may have to raise additional funds.
As of the date of this filing, the Company has no plans to engage outside
advisers or consultants or to attempt to raise additional capital. If the
Company seeks to raise capital, it would likely attempt to privately
place its securities.
Pamela Lindquist continues to market the CD's and cassette tapes through her
contacts in Nashville and is also exploring foreign markets for the products.
Through Dolphin Productions, Inc., Ms. Lindquist performed in concert in Salt
Lake City, Utah, on February 12, 2000, with Boots Randolph, an
internationally-known country recording artist. Other events to promote Ms.
Lindquist's recorded music are in the planning stages. The Company's
revenues will not increase unless the popularity of Pamela Lindquist as a
performer increases.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities and Use of Proceeds.
The Company previously reported that Pamela Lindquist and Marie
Lindquist, respectively the President and Secretary of the Company,
contractedduring the quarter ended December 31, 1999, to sell 66,000 of their
combined shares to Richard H. Casper, the company's legal counsel. The
shares had not been transferred as of March 31, 2000, but during March, the
Company renegotiated the terms of the agreement with Mr. Casper and entered
into an agreement whereunder Mr. Casper agreed to pay $20,000 for 200,000
shares the Company's common stock. Of the $20,000, $18,272 will repay the
Company's note to Pamela Lindquist, and the balance of $1,728 will be paid
in cash to the Company. Through the transaction, the Company's note payable
to Pamela Lindquist, the Company's president, will be paid in full. The
amount of $1,728 will be used by the Company for operating capital. Through
this transaction, Mr. Casper has released his lien against the shares of the
Company's President and Secretary. The foregoing transaction was
consummated in May of 2000.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to Vote of Security holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 10-SB.
The Exhibits from the Company's Form 10-SB are incorporated herein by this
reference.
13
<PAGE>
SIGNATURES
In accordance with the requirement of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
ALMOST COUNTRY PRODUCTIONS, INC.
Date: May 17, 2000. By /s/ Pamela Lindquist
President, Chief Executive Officer
and Director
14
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted
from financial statements for the three months ended March 31, 2000
and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-2000
<PERIOD-END> MAR-31-2000
<CASH> 1,407
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 216
<CURRENT-ASSETS> 1,623
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,623
<CURRENT-LIABILITIES> 20,607
<BONDS> 0
0
0
<COMMON> 301
<OTHER-SE> (19,285)
<TOTAL-LIABILITY-AND-EQUITY> 1,623
<SALES> 105
<TOTAL-REVENUES> 105
<CGS> 41
<TOTAL-COSTS> 41
<OTHER-EXPENSES> 6,591
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (6,527)
<INCOME-TAX> 0
<INCOME-CONTINUING> (6,527)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,527)
<EPS-BASIC> (.01)
<EPS-DILUTED> (.01)
</TABLE>
