UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(Amendment No. ____ )
ASIA CONSTRUCTION TECHNOLOGIES-USA, INCORPORATED
Name of small business issuer in its charter)
Utah
_______________ ____________________ ____________
State or jurisdiction (Primary Standard (I.R.S.
of incorporation Industrial Classification Employer Identification
or organization Code Number) No.)
935 North Industrial Park Drive Orem, Utah 84057, (801)935-1656
(Address and telephone number of principal executive offices)
935 North Industrial Park Drive Orem, Utah 84057, (801)935-1656
(Address of principal place of business or intended principal place of business)
(Name, address and telephone number of agent for service)
Approximate date of proposed sale to the public March 1, 1998
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. _____
If this form is a post-effective amendment filed pursuant to Rule 462
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. _____
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box _
CALCULATION OF REGISTRATION FEE
Common $5,000,000.00 $16.67 $5,000,000.00
___________________________________Title of each Dollar Proposed
maximum Proposed maximum
class of securities Amount to be offering price aggregate offering Amount of
to be registered registered per unit price registration fee
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number.
The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states
that a this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until
the registration statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
SUBJECT TO COMPLETION - DATED __________, 1998
Information contained herein is subject to completion or amendment.
A registration statement relating to these securities has been
filed with
the Securities and Exchange Commission. These securities may not
be sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective. This prospectus shall
not constitute an offer to sell or the solicitation of an offer
to buy nor shall
there be any sale of these securities in any State in which such
offer, solicitation or sale would be unlawful prior to
registration or qualification
under the securities laws of any such State.
ASIA CONSTRUCTION TECHNOLOGIES-USA, INCORPORATED
CROSS REFERENCE SHEET
Indicating the location in the Prospectus included in this
Registration Statement of the information called for by the
Item in Part I of Form SB-
2
SUBJECT TO COMPETITION, DATED _____ 1998
PROSPECTUS
ASIA CONSTRUCTION TECHNOLOGIES-USA,
INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
Consisting of 300,000 Shares of Common Stock
Asia Construction Technologies-USA, Inc. (the Company "),
a development stage company is offering 300,000 shares of Common Stock.
Prior to this offering (the Offering ") there has been no public market
for the Common Stock, and there can be no assurance that such a
market will develop after the completion of the Offering. See
Underwriting " for a discussion of factors considered in determining
the initial
public offering price. The Common Stock have been approved for
quotation on the American Stock Exchange market under the symbols
(applied for), subject to official notice of issuance.
Immediately following the consummation of the Offering, the executive
officers and directors of the Company will possess approximately 69%
of the combined voting power in respect to matters submitted for the
vote of all holders and, therefore, will be able to elect at least
a majority
of the Companys directors and control the Company. See Principal
Shareholders " and Description of Securities. "
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF
RISK AND IMMEDIATE SUBSTANTIAL DILUTION. SEE RISK FACTORS " BEGINNING
ON PAGE __ AND DILUTION " BEGINNING ON
PAGE __ .
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND
EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Price to Public
Underwriting Discounts and Commissions
Proceeds to Company
Per Unit....................................
$16.67
Total ( )....................................
$5,000,000
$750,000
$4,250,000
(1)
(2)
A.R. JOSSELYN INC., OFFERING MANAGEMENT FIRM
The date of this Prospectus is , 1998
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT
OR EFFECT TRANSACTIONS WHICH STABILIZE OR
MAINTAIN THE MARKET PRICE OF THE COMMON STOCK AT A LEVEL ABOVE
THAT WHICH MIGHT OTHERWISE PREVAIL IN THE
OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED
AT ANY TIME.
The Company is not a reporting company under the Exchange Act.
The Company has filed a Registration Statement on Form SB-2, as
amended with respect to the securities offered hereby, under the
Securities Act of 1933 with the Securities and Exchange
Commission (the
Commission "), in Washington, D.C. This Prospectus, which is part
of the Registration Statement, does not contain all of the
information set
forth in such Registration Statement and the exhibits thereto.
For further information with respect to the Company and the
shares offered
hereby, reference is hereby made to the Registration Statement
and the exhibits thereto, which may be inspected without charge
at the
public reference facilities maintained at the principal office of
the Commission at 450 Fifth Street, N.W., Room 1024, Washington
D.C. 20549
and at the Commissions regional offices in Salt Lake City, Utah.
Copies of such materials may be obtained upon written request from the
public reference section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. Electronic registration
statements made through the Electronic Data Gathering, Analysis, and
Retrieval System are publicly available through the Commissions Web
site (http:/hvww.sec.gov). Statements contained in the Prospectus as
to the contents of any contract or other document referred to herein
are not necessarily complete and in each instance reference is made to
the copy of such contract or other document filed as an exhibit to
the Registration Statement, each such statement being qualified in all
respects by such reference.
Following the Offering, the Company will be subject to the reporting
and other requirements of the Exchange Act and intends to furnish to its
stockholders annual reports containing audited financial statements
and may furnish interim reports as it deems appropriate.
PROSPECTUS SUMMARY
The following summary does not purport to be complete and is qualified
in its entirety by reference to, and should be read in conjunction with,
the more detailed information and financial statements (including
the notes thereto) appearing elsewhere in this Prospectus or incorporated
herein. Investors should also carefully consider the information
set forth under the heading Risk Factors. " Each investor is
urged to read the
Prospectus in its entirety.
The Company
General
Asia Construction Technologies-USA, Inc. ( the Company ") is a
development stage company formed in January 1998 to hold the master
license of a wall construction technology from Integrated Masonry
Systems International, Inc. ( IMSI ") of Orem, Utah, United States of
America, a public company, and to license said construction
technology in the following countries, China, Indonesia, South
Korea, Taiwan,
Vietnam, Thailand, Japan, Philippines, North Korea, Tibet,
Mongolia, Laos, Cambodia, Malaysia, Brunei, Singapore, and
Papau New Guniea.
The Company will receive licensing fees and royalties based
upon sales of the product from local suppliers of the building construction
industries in said countries.
The Company is the master license holder of IMSIs patented
wall construction technology. IMSI is the sole owner and holder of all
international distribution rights to their technology.
The Company was founded on the belief that the construction
industry, world-wide, is constantly searching for an ideal
building material that
is easy to use, durable in all types of environments, and economical.
IMSIs innovative wall construction technology (the Block ")
was originally developed in the United States in response
to a growing need for
energy efficiency and economy. This Insulated Reinforced
Masonry System ( IRMS ") uses a mortarless, dry- stacking
technique with mold-
produced concrete blocks that accept snug-fitting internal
insulation cores, in an exclusive design guaranteeing
superior thermal efficiency,
requiring semi-skilled labor and based on indigenous raw materials.
Most construction, outside of North America, is traditionally
heavy construction requiring a significant investment of time
and energy to
construct. As of the mid-1980s there were few well thought
out heavy-weight systems on the market and the Heavy-weight industry
struggled under the US Federal guidelines while trying to
address the issues of high thermal resistance values and
low cost construction.
By the mid 1980s, the concept of placing insulation inside
a concrete masonry block was in use. It was perceived as a
step towards
achieving required thermal resistance values. IMSIs system
came about because of the need for an engineered, field-ready,
insulated heavy-
weight construction product. With the exclusive IMSI wall
construction block, the natural effects of thermal lag (the
process of the materials
retaining heat and cold) are augmented because of the unique
design which creates an artificially extended indirect path
from the interior to
the exterior of the wall. IMSIs system is cost competitive,
high quality, and labor friendly, in addition to meeting
all of the practical
requirements of a superior wall construction material.
IMSI's block technology is presently in wide spread use
in North America and limited use in numerous other
countries throughout the World.
IMSI is a public reporting entity with assets in excess
of $5 million. IMSI derives its income mostly from corporate
product sales and
royalties from joint ventures that it organizes world-wide,
such as Asia Construction Technologies-USA. The Individuals
spearheading these
extensions of the IMSI technology are former partners of
the original company's founders who have elected to retire
from active participation in
the management of IMSI.
The Company was incorporated in Utah on January 13, 1998,
and presently has three employees. The Company presently
rents space for
their executive offices which are located at 935 North
Industrial Park Drive Orem, Utah 84057 and its telephone
number is (801)935-1656.
Master License-License Agreement
IMSI will recive 17.5% on a fully diluted basis, only
through the private offering, plus a $2,000,000.00 fee
for the areas disclosed in the Mater
Licensing Agreement.
The Master License holder, ACT-USA will receive from the
license holder a revenue stream in two parts: a) the sale
of the sub-license at three
times the cost per the license agreement totaling the
equivalent of $6,000,000.00 U.S.; b) The license holder
will maintain approximately 35%
margin per block system sold. Out of that margin the Master
License holder will receive approximately 38.4% of the
margin. From that
margin 52% is expected to be a pure profit margin, cash
on cash basis less tax.
Example:
Contractor's price $3.60 per bock system
1.25 margin per block system
.48 per mar-minimum annual royalties
.23 TAC-total anticipated expense
.25 PPM-pure profit margin cash on cash
basis less taxes.
This model is based on U.S. dollar equivalents anticipated
pricing structure. The sale of block systems in other
Asian countries will fluctuate
against the U.S. currency. The Corporation anticipates
maintaining a U.S. denominated hedge-fund that will equal
the amount of accounts
receiveable and cash rserves held by ACT-USA in foriegn
currencies.
Sources and Uses of Capital
The Offering
Securities Offering......300,000 Shares of Common Stock.
Holders of Common Stock are
entitled to one vote per share on all matters.
Plan of Distribution.....Underwritter to be named later.
Common Stock
Outstanding Before the Offering........700,000 shares
Outstanding After the Offering...........1,000,000 shares
Use of Proceeds.......................The net proceeds of
the Offering will be used to repay the
pre-start up expenses of the Company, to purchase the
necessary inventory and for working capital. For a fuller
discussion of use of Proceeds See Use of Proceeds. "
Risk Factors............................ Investment in
development companies involves substantial
risk due in part to the lack of
operating histories and the
highly speculative nature of their businesses.
Potential
investors are strongly urged to review the entire
Prospectus, particularly the Risk Factors " section.
Symbol: Making application to the American Stock Exchange.
Summary Financial Information
The summary financial data presented below should be read in
conjunction with the financial statements and related
notes thereto appearing
elsewhere in this Prospectus and Management's Discussion
and Analysis of Financial Condition and Results of Operations. "
RISK FACTORS
The securities offered hereby are highly speculative in
nature and involve a high degree of risk. Prior to making
an investment decision,
prospective investors should give careful consideration to,
among other things, the risk factors set forth below.
This Prospectus contains forward-looking statements within
the meaning of the safe harbor " provisions of the Private
Securities Litigation
Reform Act of 1995. Reference is made in particular to the
description of the Company's plans and objectives for future
operations
assumptions underlying such plans and objectives and other
forward-looking statements included in Prospectus Summary,
Risk Factors, Use
of Proceeds, Management's Discussion and Analysis of
Financial Condition and Results of Operations and Business
in this Prospectus.
Such statements may be identified by the use of
forward-looking terminology such as may, will,
expect, believe, estimate,
anticipate, continue, " or similar terms, variations
of such terms or the negative of such terms. Such
statements are based on
management's current expectations and are subject to a
number of factors and uncertainties which could cause
actual results to differ
materially from those described in the forward-looking
statements. Factors whic
h could cause such results to differ materially from
those described in the forward-looking statements include
those set forth below.
Development Stage Company. The Company commenced
operations on January 12, 1998 and, to date, has
not generated revenues from
its activities. Potential investors should be aware
of the delays, expenses and difficulties encountered
by an enterprise in this early stage,
many of which may be beyond the Company's control,
including but not limited to, future competitors in
the field, problems relating to future
regulatory compliance, marketing problems in China
and that costs and expenses may exceed current
estimates. There can be no
assurance that the Company will be able to successfully
implement its business strategies in a timely manner
or operate on a profitable
basis. Failure to do so may negatively impact the
Company's ability to operate.
Uncertainty of Demand; limited Number of Customers
Currently Using the Product; and Need for Market
Acceptance. The Company believes
that the wall construction product they are offering
is superior to other building block presently
available, however, the Company's product
has not yet achieved widespread commercial acceptance.
While IMSI's wall construction technology is
currently in use in China and in other
countries there can be no assurance that large scale
market demand will develop. As is typically the case
with a development stage
company, demand and market acceptance for newly
introduced products is subject to a high level of
uncertainty. While the Company is
confident that there is a large and growing demand
for the blocks there is no assurance that the
Company's efforts will result in successful
product commercialization. Failure to successfully
market the blocks may materially adversely affect
the Company's ability to compete
effectively in the Chinese construction market.
Substantial Cost to Potential Customers the Company's
Product. The Company's ability to market the blocks
successfully will depend on
the willingness of potential customers to incur the
substantial cost involved in using the product, which
in turn will depend on the Company
convincing potential customers of the product's benefits.
The IRMS materials are not cheap, but are inexpensive
when compared to other
building materials. While the Company believes that
the full economic value IRMS Materials emerges not
from the base price, but from the
overall low cost of speedy and unskilled construction,
and the subsequent low maintenance required, there
is no guarantee that potential
users of the materials will agree with the Company's
reasoning and purchase more IRMS materials for
construction. Failure to convince
potential customers of the benefits of the materials
versus the short-term cost may adversely affect the
Company's ability to compete
successfully in the construction market.
Limited Marketing Capabilities. The Company's
operating results will depend to a large extent
on its ability to successfully market the IRMS
materials. While the Company currently has some
marketing capabilities in place they will need to
hire additional sales and marketing
personnel in the future. While the Company believes
they will be able to successfully market the IRMS
materials there can be no assurance
that any marketing efforts undertaken by the Company
will be successful or will result in any significant
sales volume. See Business-
Marketing and Distribution Strategy. "
Possible Need for Additional Financing. Although the
Company believes that the net proceeds from this
offering, together with funds
expected to be generated from operations, will be
sufficient to finance the Company's working capital
requirements for at least 12 months
following the completion of this offering, there can
be no assurance that the Company will generate
sufficient revenues to fund its operations
after such period. The Company does not anticipate,
but may be required to seek additional financing
during such 12 month period in the
event of delays, cost overruns or unanticipated expenses
associated with a company in such an early stage
of development. The Company
has no commitments from others to provide additional
financing, if required, and there can be no assurance
that any additional financing will
be available if needed or, if available, will be on
terms acceptable to the Company. In the event such
necessary financing is not obtained, the
Company will be materially adversely affected and
will have to cease or substantially reduce operations.
See Use of Proceeds, " and Management's Discussion
and Analysis of Financial
Condition and Results of Operations. "
Dependence on Key Personnel. The Company's success
depends upon the continued contributions of executive
officers, sales and
marketing personnel and technical personnel, particularly
Wynn Westmoreland, Wayne Johnson and Dale Christensen.
While it plans to
obtain key-man " insurance policies on the above mentioned
individuals it has not presently done so. The Loss of
any of the above listed
individuals could have a materially adverse affect on
the Company's ability to successfully operate. In
addition, competition for qualified
personnel is intense and there can be no assurance that
the Company will be able to retain existing personnel
or attract additional qualified
personnel in the future. Failure to do so could
materially adversely affect the operations of the Company.
Lack of Proprietary Protection. IMSI does have patents
relating to their IRMS technology. It has also filed
patent applications covering
various aspects of the system. Although the Company
believes that IMSI has taken some steps to protect
the IRMS technology and
processes there is no guarantee that such patents and
trademarks will be sufficient to protect their product
or that any future patents, etc. will
be granted to the IMSI. The Company does not believe
that IMSI's products infringe upon the proprietary rights
of others. However, it is
possible that others may have been or will be granted
patents claiming products or processes that are necessary
for the Company's
successful operation. In such an event legal actions
could be brought against IMSI claiming infringement.
In the event that IMSI is
unsuccessful against such a claim, the Company may be
required to obtain licenses to such patents or to other
patents or proprietary
technology in order to develop, manufacture or market
the IRMS materials.
There can be no assurance that the Company will be able
to obtain such licenses on commercially reasonable
terms, if at all. In any case,
there is no assurance that IMSI's technology will remain
a secret or that others will not develop similar
technology and use such technology
to compete with the Company. See Business-Property
Rights and Intellectual Property. "
There is also no guarantee that any patents applied for
will be granted on any future products or that the
Company's or its licensers' patents
and proprietary rights will not be challenged or
circumvented or will provide the Company with any meaningful
competitive advantages or that
any future patent applications will be issued.
Furthermore, there can be no assurance that others
will not independently develop similar
products or will not design around any patents that
might be issued to the Company or its licensers.
Failure to obtain any future patents that
may be needed may materially adversely affect the
Company's ability to compete effectively.
Competition. Competitors include manufacturers of
red brick, conventional cement/cinder blocks and
all other forms of construction. The
Construction Industry is noted for slow and gradual
change in materials, methods and technologies. The
testing of new materials usually
requires a minimum of 5-6 years in addition to
getting building trade workers to shed long-term
habits and become comfortable with new ways
of doing things. The Company may compete for
market share with companies that are larger
and better financed than the Company. It is
also possible that other companies may be developing
construction materials and technologies comparable
to IMSI's. There can be no
assurance that either existing or new competitors
will not develop technologies that are superior to
or more cost-effective than or that
otherwise achieve greater market acceptance. There
is also no assurance that the Company will be able
to compete successfully against
existing competitors or future entrants into the
market. See Business
? Competition. "
Broad Discretion as to Use of Proceeds. Approximately
$4,250,000 of the net proceeds of this offering has
been allocated to general
corporate purposes, and will be used for such specific
purposes as management may determine in its sole
discretion. Accordingly,
management will have broad discretion with respect to
the expenditure of a significant portion of the net
proceeds of this offering. Thus,
purchasers of the Common Stock will be entrusting their
funds to the Company's management, upon whose judgment
they must depend,
with only limited information concerning management's
specific intentions. See Use of Proceeds. "
Need for Joint Venture Partners and Licensing
Agreements and Dependence on Local Manufactures.
The Company will license the rights to
produce and sell the IMSI construction technology to
local construction material manufacturers in the
various countries. The Company will
have to locate and contract with said manufacturers
and there is no guarantee that such manufacturers will
agree to the Company's terms or
that any terms agreed to will be favorable enough to
enable the Company to function successfully. Failure
to locate and contract
manufactures could have a materially adverse affect on
the Company's ability to operate.
Control by Insiders. Upon completion of this offering,
the executive officers and directors of the Company will
beneficially own shares of the
Company's stock representing approximately 69% of the
total voting power of the Company and will be able to
elect all the Company's
directors and thereby direct the policies of the Company.
See Principal Stockholders. "
Substantial Dilution. Purchasers of the Common Stock
offered hereby will incur immediate and substantial
dilution of approximately $11.67 of
the per share net tangible book value of the Common
Stock. See Dilution. "
Arbitrary Determination of Offering Price; Absence
of Public Market and Possible Volatility of Stock Price.
The initial public offering price of
the Common Stock has been
arbitrarily determined by the Company and the
Representative and do not necessarily bear any
relationship to the Company's assets, net
worth or other established criteria of value.
The offering price of the Common Stock should
not be used to imply or predict
any increase in the market price. See Underwriting. "
No public market for the Common Stock has existed prior
to this Offering. No
assurance can be given that an active trading market in
the Company's securities will develop after completion
of the Offering or, if developed,
that it will be sustained. No assurance can be given
that the market price of the Company's securities will
not fall below the initial public
offering price.
The Company believes factors such as quarterly fluctuations
in financial results, changes in business procedures,
announcements of
technological innovations or new products and services,
product and service enhancements by the Company, its
suppliers or its competitors,
changes in financial estimates by securities analysts
and other events may cause the market price of the
Company's securities to fluctuate,
perhaps substantially. These fluctuations, as well
as general economic conditions, such as recessions
or high interest rates, may adversely
affect the market price of the securities.
Compliance with Environmental Laws. Because the IMSI
block construction technology is environmentally
friendly the Company believes that
it is in complete compliance with all existing
environmental laws and regulations in the above
mentioned countries. However, there can be no
guarantee of compliance with any future environmental
regulations that may be enacted in said countries
or that the cost of compliance will
not be prohibitively expensive to the Company.
Any failure to comply with future environmental
regulations that may be enacted could have
an adverse material affect on the Company's operations.
DILUTION
Dilution represents the difference between the initial
public offering price per share paid by the
purchasers in the Offering and the net tangible
book value per share immediately after completion
of the Offering. Pro forma net tangible book
value per share represents the net tangible
assets of the Company (total assets less total
liabilities and intangible assets), divided by
the number of shares of Common Stock
outstanding upon the closing of the Offering.
Assumed public offering price per share.......$11.67
Pro forma net tangible book value
per share before offering.......$ 0.00
Increase per share attributed
to new investors..............................$ 5.00
Pro forma net tangible book
value per share after Offering......................$ 5.00
Dilution per share to new investors...........$11.67
USE OF PROCEEDS
The foregoing represents the Company's best estimate of its allocation
of the net proceeds of the offering during the next 12 months. This
estimate is based upon the current status of its business operations,
its current plans, and current economic and industry conditions.
Future events, including changes in economic or competitive conditions
or the Company's business and the results of the Company's activities
may make shifts in the allocation of funds necessary or desirable. The
amounts actually expended for each purpose set forth in "Use of Proceeds,"
other than repayments of the pre-startup expenses may vary significantly
in the event any of these assumptions prove inaccurate. The Company
reserves the right to change its use of proceeds as unanticipated events
or opportunities may cause the Company to redirect its priorities and
reallocate the proceeds accordingly.
The net proceeds to the Company from the sale of the 300,000 shares of
Common Stock offered hereby, after deducting underwriting discounts
and commissions and other expenses of the Offering, are estimated to
be approximately $4,250,000. The Company expects the net proceeds to
be utilized approximately as follows:
Application Approximate Amount
of Net Proceeds
Repayment of Pre-Startup Expenses (1)...............$ 250,000
Offering Management Consulting Fee (2)..............$ 250,000
Acquisition of Master License from IMSI (3)......... $1,000,000
Purchase of Molds (4)...............................$ 175,000
Purchase of Initial Inventory (5)...................$ 250,000
Start-up Expenses (6)...............................$ 225,000
Working Capital (7)..................................$2,850,000
_______________________________________________________________
Total................................................$5,000,000
(1) Represents pre-start up expenses loaned to the Company by Management
& Marketing Solutions to fund development of the Company. (This amount
was forwarded to cover expenses as a loan to the Company and was at zero
interest rate.) Also represents other start-up expenditures by Integrated
Masonry Systems, Inc. ("IMSI") and other minor fees.
(2) This represents the amount paid to A.R. Josselyn Private Capital Corporation
for management consulting fees and managing the Offering.
(3) Represents the amount to be paid to IMSI for the rights to the Master
License of the construction technology. This amount is to be paid to IMSI
in three installments as follows:
(4) The amount necessary to purchase the block molds for use by the
construction manufacturers.
(5) Represents amount to be spent for purchasing the initial inventory
of block materials needed to begin initial construction projects in China.
(6) Represents amount necessary to commence operations of the Company
(i.e., office rental, travel expenses, etc.).
The foregoing represents the Company's best estimate of its allocation of
the net proceeds of the Offering during the next approximately 12 months.
This estimate is based on certain assumptions such as estimates of
operating expenses and purchase prices of inventory, etc. The amount
actually expended for each purpose may vary significantly in the event
that these assumptions prove inaccurate. The Company reserves the right
to change its use of proceeds as unanticipated events may cause the
Company to redirect its priorities and reallocate the proceeds accordingly.
DIVIDEND POLICY
The Company has no current plans to pay dividends on its Common Stock and
intends to retain earnings, if any, for working capital purposes. Any
future determination as to the payment of dividends on the Common Stock
will depend upon the results of operations, capital requirements and
financial condition of the Company and other factors deemed relevant by
the Company's Board of Directors.
CAPITALIZATION
The following table sets forth the capitalization of the Company. This
table should be read in conjunction with the Consolidated Financial
Statements and the notes thereto appearing elsewhere in this Prospectus.
This Company is at the seed capital level where all of the $4,250,000
is invested as seed capital.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the
financial statements of the Company and related notes thereto appearing
elsewhere in this Prospectus, and is qualified in its entirety by the same
and by other more detailed financial information appearing elsewhere in
this Prospectus.
The Company
General
Asian Construction Technologies--USA, Inc. ("the Company") is a development
stage company formed in January 1998 to hold the master license of a wall
construction technology from Integrated Masonry Systems International,
Inc. ("IMSI") of Orem, Utah, United States of America, a public company,
and to license said construction technology in the following countries,
China, Indonesia, South Korea, Taiwan, Vietnam, Thailand, Japan, Nepal,
India, Brunei, and Pakistan. The Company will receive licensing fees and
royalties based upon sales of the product from local suppliers of the
building construction industries in said countries.
The Company is the master license holder of IMSI's patented wall construction
technology. IMSI is the sole owner and holder of all international
distribution rights to their technology.
The Company was founded on the belief that the construction industry,
world-wide, is constantly searching for an ideal building material that
is easy to use, durable in all types of environments, and economical.
IMSI's innovative wall construction technology (the "Block") was originally
developed in the United States in response to a growing need for energy
efficiency and economy. This Insulated Reinforced Masonry System ("IRMS")
uses a mortarless, dry- stacking technique with mold-produced concrete
blocks that accept snug-fitting internal insulation cores, in an exclusive
design guaranteeing superior thermal efficiency, requiring no skilled labor
and based entirely on indigenous raw materials.
Most construction, outside of North America, is traditionally heavy
construction requiring a significant investment of time and energy
to construct. As of the mid-1980's there were few well though out
heavy-weight systems on the market and the Heavy-weight industry struggled
under the US Federal guidelines while trying to address the issues of high
thermal resistance values and low cost construction.
By the mid 1980's, the concept of placing insulation inside a concrete
masonry block was in use. It was perceived as a step towards achieving
required thermal resistance values. IMSI's system came about because
of the need for an engineered, field-ready, insulated heavy-weight
construction product. With the exclusive IMSI wall construction
block, the natural effects of thermal lag (the process of the materials
retaining heat and cold) are augmented because of the unique design
which creates an artificially extended indirect path from the interior
to the exterior of the wall. IMSI's system is cost competitive, high
quality, and labor friendly, in addition to meeting all of the practical
requirements of a superior wall construction material.
IMSI's block technology is presently in wide spread use in North America
and limited use in numerous other countries throughout the World. IMSI
is a public reporting entity with assets in excess of $5 million. IMSI
derives its income mostly from corporate product sales and royalties from
joint ventures that it organizes world-wide, such as Asian Construction
Technologies--USA. The Individuals spearheading these extensions of the
IMSI technology are former partners of the original company's founders
who have elected to retire from active participation in the management
of IMSI.
The Company was incorporated in Utah on January 12, 1998, and presently
has three employees. The Company presently rents space for their
executive offices which are located at 935 North Industrial Park Drive
Orem, Utah 84057 and its telephone number is (801)935-1656.
Legal Proceedings
The Company is not party to any existing legal proceedings at this time.
In the future the Company may become party to routine litigation that
is incidental to the business.
Market for Common Equity and Related Stockholder Matters
No public market for the Common Stock has existed prior to this Offering.,
and no assurance can be given that an active trading market in
the Company's
securities will develop after completion of the Offering or, if developed,
that it will be sustained. No assurance can be given that the market
price of the Company's securities will not fall below the initial public
offering price. See "Risk Factors--Absence of Public Market."
Description of Securities
The Company is offering 300,000 shares of Common Stock. Holders of
Common Stock are entitled to one vote per share held on all matters.
There are no other rights, material or otherwise, pertaining to the
holders of the Common Stock.
Plan of Operations
The Company believes that with the proceeds from this offering that
they will be able to satisfy all cash requirements from operations
during the next 12 months. However, while the Company does not
anticipate needing additional funds, there can be no assurance that
additional funds will not be necessary. See "Risk Factors--Need
for Additional Funding."
Overview of Development Activities
The Company's operation during the development stage have focused
on the marketing of the product and the development of relationships
with construction material manufacturers in the various countries
listed above. While the Company believes that they are making solid
contacts that will prove useful in the future into each country's
construction field there are presently no contracts in place with
any particular manufacturer.
Since its incorporation in January 1998, no revenues have been
received from subscribers to date. The Company intends to begin
marketing the IMSI construction technology blocks as soon as the
Offering is complete.
Liquidity and Capital Resources
Over the long term, the Company expect to continue to expend substantial
funds to continue its developmental efforts. The Company has
experienced negative cash flow since its inception and has not
generated revenues to date to cover its operating expenses or
to finance further development efforts. Although the Company
expects to begin to generate revenues during the first quarter
of 1998, their can be no guarantee that the Company will not
have to seek additional financing to fund the Company's long
term operations. See "Risk Factors--Possible Need for Additional
Financing."
Employees
The Company presently has three full-time employees. The Company
plans on hiring more sales and operations personnel in the future
as needed and it is anticipated that the number of employees may
change significantly in the near future.. See "Risk Factors-Dependence
on Key Personnel."
Management
Executive Officers, Directors and Significant Employees
The following table sets forth the names, ages and positions
of the executive officers, directors and significant employees
of the Company.
Name Age Position
_____________ ____ _____________________________________
Wynn L. Westmoreland 49 Chairman of the Board & Chief Executive Officer
Dale Christensen President
Wayne D. Johnson 55 Executive Vice President
Wynn Westmoreland has been active in the operational development of the
Company's umbrella company IMSI since 1986 and has worked with
international
development projects and consulted with start-up companies since 1979.
He is a graduate of the Harvard College.
Dale Christensen
Wayne Johnson
Executive Compensation
The following table sets forth a summary of the compensation to be
paid by the Company to its executive officers:
Name of Principal Position Annual Compensation
Wynn Westmoreland,Chairman of the Board & CEO......$42,000
Dale Christensen, President........................$72,000
Wayne Johnson, Executive Vice President............$36,000
Director's Compensation
Board members will receive $350 per day for attending board meetings and
will be reimbursed for all reasonable expenses incurred by them in
connection with serving as directors of the Company.
Employment Agreements
The Company does not presently have any employment contracts agreements
in place with any management personnel or employees.
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock as of October 31, 1997
by (i) each person who is known by the Company to own beneficially more
than 5% of the Company's outstanding Common Stock; (ii) each of the
Company's directors and nominees; and (iii) all executive officers and
directors of the Company as a group:
Amount & Nature of
Beneficial Ownership
Immediately Before
Name _______ Opening
Integrated Masonry Systems, Inc. (founding shareholder)....7.5 %
A.R. Josselyn Private Capital Corp. (founding shareholder)..7.75%
Calvin W. Harper (founding shareholder).....................1.0%
Patronius Industries, L.C. (founding shareholder).......... 4.5%
Capital Invesments International, Corp. (founding shareholder).4.5%
Management Marketing Solutions, Ltd. (founding shareholder)....4.5%
Dale H Christensen (founding shareholder)......................2.0%
Ethan Equities (founding shareholder)..........................2.0%
ACT Group, Inc. (founding shareholder).........................8.0%
Tayland Corporation founding shareholder).....................4.0%
Global Strateges (founding shareholder).......................4.0%
San Pitch Investments, Inc. (founding shareholder)..............4.0%
Integrated Investments (founding shareholder)...................2.5%
South West Insulated Systems (founding shareholder).............1.5%
Carl Oliver (founding shareholder)..............................1.0%
Daniel S. Brown (founding shareholder) .......................0.25%
SELLING SECURITY HOLDERS
None.
PLAN OF DISTRIBUTION
Underwriter and syndication selling group to be named later.
DESCRIPTION OF SECURITIES
The Company's authorized capital consists of 1,000,000 shares of
Common Stock, .01 par value.
Common Stock
The holders of Common Stock have the right to cast one vote for each
share held of record on all matters submitted to a vote of holders
of Common Stock, including the election of directors. The holders
of common stock may cumulate their votes in the election of directors
upon giving notice as required by law. Shareholders have no preemptive
rights. All outstanding shares are, and all shares to be sold and
issued in the Offering will be, fully paid, non-assessable and legally
issued. The Board of Directors is authorized to issue additional
shares of common stock within the limits authorized by the Company's
charter and without shareholder action. Reference is made to the
Company's Articles of Incorporation and By-Laws, as well as to the
applicable provisions of the Utah General Corporation Law, for a
more detailed description of the rights and liabilities of shareholders.
Holders of the Common Stock are entitled to receive such dividends based
on the number of shares held, when, as and if declared by the Board
of Directors, from funds legally available therefor.
Determination of Offering Price
Prior to this Offering there has been no public market for the
Company's Common Stock. The determination of the offering price
per share has been done arbitrarily. See "Risk Factors--Arbitrary
Determination of Offering Price."
Transfer Agent and Registrar
The Transfer Agent and Registrar for the Company's Shares is
Securities Transfer Corporation, 16910 Dallas Parkway, Suite 100,
Dallas Texas 75248, Ph. (214)248-1922; fax (214)248-4797.
UNDERWRITING
Underwriter to be named later.
LEGAL MATTERS
The validity of the securities offered hereby will be passed upon for
the Company by Daniel Brown, attorney at Law, California and acting
secretary/treasurer of the Company.
EXPERTS
The financial statements included in this prospectus and in the
Registration Statement have been audited by Pritchett, Siler & Hardy, P.C.
as set forth in their report thereon appearing elsewhere herein and in the
Registration Statement, and are included in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
ADDITIONAL INFORMATION
The Company is not a reporting company under the Exchange Act. The Company
has filed a Registration Statement on Form SB-2, as amended with respect to
the securities offered hereby, under the Securities Act of 1933 with the
Securities and Exchange Commission (the "Commission"), in Washington, D.C.
This Prospectus, which is part of the Registration Statement, does not
contain all of the information set forth in such Registration Statement
and the exhibits thereto. For further information with respect to the
Company and the shares offered hereby, reference is hereby made to the
Registration Statement and the exhibits thereto, which may be inspected
without charge at the public reference facilities maintained at the principal
office of the Commission at 450 Fifth Street, N.W., Room 1024,
Washington D.C. 20549 and at the Commission's regional offices
in Salt Lake City, Utah. Copies of such materials may be obtained
upon written request from the public reference section of the Commission,
450 Fifth Street, N.W.,
Following the Offering, the Company will be subject to the reporting and
other requirements of the Exchange Act and intends to furnish to its
stockholders annual reports containing audited financial statements and
may furnish interim reports as it deems appropriate.
INDEX TO FINANCIAL STATEMENTS
Page
Number
Report of Independent Auditors.....................
Balance Sheets as of January 13, 1998..............
Notes to Financial Statements......................
UNDERTAKINGS
The Company is registering securities under Rule 415 of the Securities Act
and undertakes to do the following:
1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i.) Include any prospectus required by section 10(a)(3) of the
Securities Act:
(ii.) Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in the
registration statement; and
(iii.) Include any additional or changed material information on the
plan of distribution.
2. For determining liability under the Securities Act, treat each
post-effective
amendment as a new registration statement of the securities offered,
and the
offering of the securities at that time to be the initial bona
fide offering.
3. File a post-effective amendment to remove from registration
any of the
securities that remain unsold at the end of the offering.
Request for acceleration of effective date.
Insofar as indemnification for liabilities arising under the
Securities
Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the small business issuer pursuant to
the foregoing
provisions, or otherwise, the small business issuer has been
advised that
in the opinion of the Securities and Exchange Commission such
indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable.
In the event that a claim for indemnification against such liabilities
(other than payment by the small business issuer of expenses incurred
or paid by a director, officer or controlling person of the small
business
issuer in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection
with the securities being registered, the small business issuer will,
unless
in the opinion of its counsel the matter has been settled by
controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final adjudication of
such issue.
Signatures
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form SB-2 and has duly caused
this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the town of XXXXX in the state of XXXX on the 4th day of
February, 1998.
Asia Construction Technologies--China, Inc.
(Registrant)
By: /s/ Wynn L. Westmoreland
President and Chief
Executive Officer
No dealer, salesman or any other person has been authorized to give any
information or to make any representations other than those contained in
this prospectus, and if given or made, such information or representations
must not be relied upon as having been authorized by the Company. This
Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy, by any person in any jurisdiction in which it is unlawful for
such person to make such offer or solicitation. Neither the delivery of
this Prospectus nor any offer, solicitation, or sale made here under shall
under any circumstances create any implication that the information herein
is correct as of any time subsequent to the date of the Prospectus.
____________________________________________________________________
<PAGE>
ASIA CONSTRUCTION TECHNOLOGIES-USA, INCORPORATED
[A Development Stage Company]
FINANCIAL STATEMENTS
JANUARY 13, 1998
PRITCHETT, SILER & HARDY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
<PAGE>
ASIA CONSTRUCTION TECHNOLOGIES-USA, INCORPORATED
[A Development Stage Company]
CONTENTS
PAGE
_ Independent Auditors' Report 1
_ Balance Sheet, January 13, 1998 2
_ Statement of Operations, from inception
on January 12, 1998 through January 13, 1998 3
_ Statement of Stockholders' Equity, from
inception on January 12, 1998 through
January 13, 1998 4
_ Statement of Cash Flows, from inception
on January 12, 1998 through January 13, 1998 5
_ Notes to Financial Statements 6 - 7
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors
ASIA CONSTRUCTION TECHNOLOGIES-USA, INCORPORATED
Provo, Utah
We have audited the accompanying balance sheet of Asia
Construction Technologies-USA, Incorporated [a development stage
company] at January 13, 1998, and the related statements of
operations, stockholders' equity and cash flows from inception on
January 12, 1998 through January 13, 1998. These financial
statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements audited by us present
fairly, in all material respects, the financial position of Asia
Construction Technologies-USA, Incorporated as of January 13,
1998, and the results of its operations and its cash flows for
the period from inception through January 13, 1998, in conformity
with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in
Note 5 to the financial statements, the Company was only recently
formed, is under-capitalized and has not yet established
profitable operations, raising substantial doubt about its
ability to continue as a going concern. Management's plans in
regards to these matters are also described in Note 5. The
financial statements do not include any adjustments that might
result from the outcome of these uncertainties.
/s/ Pritchett, Siler & Hardy, P.C.
January 20, 1998
Salt Lake City, Utah 84111
<PAGE>
ASIA CONSTRUCTION TECHNOLOGIES-USA, INCORPORATED
[A Development Stage Company]
BALANCE SHEET
ASSETS
January 13,
1998
_____________
CURRENT ASSETS:
Cash in bank $ 100
___________
ORGANIZATION COSTS, net 300
___________
$ 400
___________
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 300
___________
Total Current Liabilities 300
___________
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value,
1,000,000 shares authorized,
no shares issued and outstanding -
Common stock, $.01 par value,
10,000,000 shares authorized,
1,000,000 shares issued and
outstanding 10,000
Capital in excess of par value (9,900)
Deficit accumulated during the
development stage -
___________
Total Stockholders' Equity 100
___________
$ 400
___________
The accompanying notes are an integral part of this financial
statement.
<PAGE>
ASIA CONSTRUCTION TECHNOLOGIES-USA, INCORPORATED
[A Development Stage Company]
STATEMENT OF OPERATIONS
From Inception
on January 12,
1998 Through
January 13, 1998
_________________
REVENUE $ -
EXPENSES:
General and Administrative -
_____________
LOSS BEFORE INCOME TAXES -
CURRENT TAX EXPENSE -
DEFERRED TAX EXPENSE -
_____________
NET LOSS $ -
_____________
LOSS PER COMMON SHARE $ (.00)
_____________
The accompanying notes are an integral part of this financial
statement.
<PAGE>
ASIA CONSTRUCTION TECHNOLOGIES-USA, INCORPORATED
[A Development Stage Company]
STATEMENT OF STOCKHOLDERS' EQUITY
FROM THE DATE OF INCEPTION ON JANUARY 12, 1998
THROUGH JANUARY 13, 1998
Deficit
Accumulated
Preferred Stock Common Stock Capital in During the
__________________ ____________ Excess of Development
Shares Amount Shares Amount Par Value Stage
__________ ______ ______ _____ __________ ___________
BALANCE,
January 12, 1998 - $ - - $ - $ - $ -
Issuance of
1,000,000
shares
common stock
for cash,
January
12, 1998 at
$.0001
per share - - 1,000,000 10,000 (9,900) $ -
Net loss for
the period
ended
January 13,
1998 - - - - - -
______________________________________________________
BALANCE,
January 13,
1998 - $ - 1,000,000 $10,000 $(9,900) $ -
_______________________________________________________
The accompanying notes are an integral part of this financial
statement.
<PAGE>
ASIA CONSTRUCTION TECHNOLOGIES-USA, INCORPORATED
[A Development Stage Company]
STATEMENT OF CASH FLOWS
From Inception
on January 12,
1998 Through
January 13, 1998
__________________
Cash Flows to Operating Activities:
Net loss $ -
Adjustments to reconcile net
loss to net cash used by
operating activities:
Depreciation and amortization -
Change in assets and liabilities:
Accounts payable -
Accounts receivable -
________________
Net Cash Flows to Operating Activities -
________________
Cash Flows to Investing Activities:
Payment of organization costs -
________________
Net Cash to Investing Activities -
________________
Cash Flows from Financing Activities:
Proceeds from common stock issuance 100
________________
Net Cash from Financing
Activities 100
________________
Net Increase in Cash 100
Cash at Beginning of Period -
________________
Cash at End of Period $ 100
________________
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 period ended January 13, 1998:
The Company increased its accounts payables by $300 for
accrued organization costs (an investing activity).
The accompanying notes are an integral part of this financial
statement.
<PAGE>
ASIA CONSTRUCTION TECHNOLOGIES-USA, INCORPORATED
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - The Company was organized under the laws of the
State of Utah on January 12, 1998. The Company has not commenced
planned principal operations and is considered a development
stage company as defined in SFAS No. 7. The Company is presently
an inactive corporation pursuing a suitable business opportunity.
Any transaction with an operating company will likely be structured
as a reverse acquisition in which a controlling interest in the
Company will be acquired by the successor operation. In such a
transaction, the shareholders of the Company will likely own a
minority interest in the combined company after the acquisition,
and present management of the company will likely resign and be
replaced by the principals of the operating company. 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.
Organization Costs - The Company is amortizing its organization
costs, which reflect amounts expended to organize the Company,
over sixty [60] months using the straight line method.
Loss Per Share - The computation of loss per share is based on
the weighted average number of shares outstanding during the
period presented.
Statement of Cash Flows - For purposes of the statement of cash
flows, the Company considers all highly liquid debt investments
purchased with a maturity of three months or less to be cash
equivalents.
NOTE 2 - CAPITAL STOCK
Common Stock - During January, 1998, in connection with its
organization, the Company issued 1,000,000 shares of its
previously authorized, but unissued common stock. Total proceeds
from the sale of stock amounted to $100 (or $.0001 per share).
Preferred Stock - The Company has authorized 1,000,000 shares of
preferred stock $.01 par value, with such rights, preferences and
designations and to be issued in such series as determined by the
board of Directors. No shares are issued and outstanding at
January 13, 1998.
NOTE 3 - INCOME TAXES
The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109 "Accounting
for Income Taxes". FASB 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 January 13, 1998 there were no
material deferred tax assets or liabilities, current or deferred
tax expense, or net operating loss carryforwards.
<PAGE>
ASIA CONSTRUCTION TECHNOLOGIES-USA, INCORPORATED
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 4 - RELATED PARTY TRANSACTIONS
Management Compensation - The Company has not paid any
compensation to its officers and directors as of January 13,
1998.
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 his office as a mailing address, as needed, at no
expense to the Company.
NOTE 5 - 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 was only recently formed, is under-
capitalized and has not yet established profitable operations.
This raises substantial doubt about the ability of the Company to
continue as a going concern. In this regard, management is
seeking potential business opportunities and is proposing to
raise additional funds through loans and /or through additional
sales of its common stock which funds will be used to assist in
establishing on-going operations. There is no assurance that the
Company will be successful in raising this additional capital or
achieving profitable operations. The financial statements do not
include any adjustments that might result from the outcome of
these uncertainties.
NOTE 6 - SUBSEQUENT EVENTS
The Company is currently seeking and negotiating potential
business opportunities.
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-12-1998
<PERIOD-END> JAN-13-1998
<CASH> 100
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 100
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 400
<CURRENT-LIABILITIES> 300
<BONDS> 0
0
0
<COMMON> 10,000
<OTHER-SE> (9,900)
<TOTAL-LIABILITY-AND-EQUITY> 400
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
