<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: August 31,1999
Commission file number: 1-15165
BULLET ENVIRONMENTAL TECHNOLOGIES, INC.
(Exact name of small business issuer as specified in its charter)
DELAWARE 98-0208402
(State of incorporation) (IRS Employer Identification No.)
1177 WEST HASTINGS STREET, #1818, VANCOUVER BC, CANADA
(Address of principal executive offices)
(604) 602-1717
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes No X
State the number of shares outstanding of each of the issuer's classes of common
equity, as of August 31, 1999:
CLASS NUMBER OF SHARES
Common Stock, $0.0001 par value 2,150,475
TRADITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE)
Yes X No
<PAGE> 2
BULLET ENVIRONMENTAL TECHNOLOGIES, INC.
(formerly, Anglo-Sierra Resources Corp.)
INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C> <C>
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Statements of Financial Condition -
August 31, 1999 and February 28, 1999 1
Statements of Operation - Three and
Six Months Ended August 31, 1999 and 1998 2
Statements of Changes in Stockholders'
Equity - Six Months Ended August 31, 1999 3
Statements of Comprehensive Income -
Six Months Ended August 31, 1999 and 1998 4
Statements of Cash Flows - Six Months
Ended August 31, 1999 and 1998 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations 10
PART II. OTHER INFORMATION:
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 12
</TABLE>
i
<PAGE> 3
PART I - FINANCIAL INFORMATION
BULLET ENVIRONMENTAL TECHNOLOGIES, INC.
(FORMERLY ANGLO-SIERRA RESOURCES CORP.)
ITEM 1. FINANCIAL STATEMENTS
The accompanying financial statements of BULLET ENVIRONMENTAL
TECHNOLOGIES, INC. (hereinafter, the "Company") are unaudited but, in the
opinion of management, reflect in all material respects, the Company's financial
condition and changes therein as of August 31, 1999, and the results of
operations and cashflows for the period, in conformity with generally accepted
accounting principles.
<TABLE>
<CAPTION>
=====================================================================================================================
(Unaudited) (Audited)
BULLET ENVIRONMENTAL TECHNOLOGIES, INC. - August 31, February 28,
STATEMENTS OF FINANCIAL CONDITION: 1999 1999
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
CURRENT
Cash and cash equivalents 11,142 327
=====================================================================================================================
TOTAL ASSETS $ 11,142 $ 327
=====================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT
Accounts payable and accrued liabilities $ 285,588 $ 1,986
---------------- ----------------
STOCKHOLDERS' EQUITY
Capital stock (See Note 4)
Authorized:
30,000,000 Common shares, par value of $0.0001
5,000,000 Preference shares, par value of $0.0001
Issued:
2,150,475 Common shares (February 28, 1999 - 150,475) 215 15
Additional paid-in capital 411,084 311,284
Deficit accumulated during the development stage (690,707) (316,562)
Accumulative comprehensive other income 4,962 3,604
---------------- ----------------
Stockholder's Deficit (274,446) (1,659)
---------------- ----------------
=====================================================================================================================
TOTAL LIABILITIES AND STOCKHOLDERS'DEFICIT $ 11,142 $ 327
=====================================================================================================================
</TABLE>
See Notes to 1999 Unaudited Financial Statements attached
1
<PAGE> 4
<TABLE>
<CAPTION>
=========================================================================================================================
BULLET ENVIRONMENTAL Three Months Three Months Six Months
TECHNOLOGIES, INC. - Ended Ended Ended Six Months
STATEMENTS OF OPERATIONS: August August 31, August 31, Ended August
(Unaudited) 31, 1999 1998 1999 31, 1998
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
REVENUES $ 0 $ 0 $ 0 $ 0
--------------------------------------------------------------------
EXPENSES
General and Administrative Expenses 106,183 3,238 3,742 9,179
Professional Fees 264,220 9,044 264,220 9,044
TOTAL EXPENSE 370,403 12,282 374,145 18,223
------- ------ ------- ------
OPERATING LOSS (370,403) (12,282) (374,145) (18,223)
-------- ------- --------- --------
NET INVESTMENT AND OTHER
Loss before income taxes - - - -
Provision for income taxes - - - -
Net Loss $(370,403) $(12,282) $(374,145) $(18,223)
=========================================================================================================================
NET INCOME(LOSS) PER SHARE
Basic $(0.17) $(0.11) $(0.20) $(0.16)
Diluted - - - -
Weighted average shares outstanding
Basic 2,150,475 115,511 1,878,736 113,881
Diluted - - - -
=========================================================================================================================
</TABLE>
See Notes to 1999 Unaudited Financial Statements attached
2
<PAGE> 5
<TABLE>
<CAPTION>
========================================================================================================================
BULLET ENVIRONMENTAL Deficit
TECHNOLOGIES, INC. - Accumulated
STATEMENTS OF CHANGES IN Number of Additional During the Cumulative
SHAREHOLDERS' EQUITY: Common Paid-in Development Translation
(Unaudited) Shares Amount Capital Stage Adjustment Total
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE AT FEBRUARY 28, 1999 150,475 15 311,284 (316,562) 3,604 (1,659)
Shares issued for cash 2,000,000 200 99,800 - - 100,000
Loss for the period - - - (374,145) - (374,145)
Accumulative comprehensive
other income - - - - 1,358 1,358
----------- ------------ ------------- ------------- ------------- -------------
BALANCE AT AUGUST 31, 1999 2,150,475 $ 215 $ 411,084 $ (690,707) $ 4,962 $ (274,446)
===========================================================================================================================
</TABLE>
See Notes to 1999 Unaudited Financial Statements attached
3
<PAGE> 6
<TABLE>
<CAPTION>
=======================================================================================================
BULLET ENVIRONMENTAL TECHNOLOGIES, INC. -
STATEMENTS OF COMPREHENSIVE INCOME: Six Months Ended Six Months Ended
(Unaudited) August 31,1999 August 31,1998
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
LOSS FOR THE PERIOD $ (374,145) $ (18,223)
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency
translation adjustments 1,358 0
----------------- --------------
COMPREHENSIVE NET INCOME (LOSS)
FOR THE PERIOD $ (372,787) $ (18,223)
=======================================================================================================
</TABLE>
See Notes to 1999 Unaudited Financial Statements attached
4
<PAGE> 7
<TABLE>
<CAPTION>
================================================================================================================
Six Month Six Month
BULLET ENVIRONMENTAL TECHNOLOGIES, INC. - Period Ended Period Ended
STATEMENTS OF CASH FLOWS: August 31, August 31,
(Unaudited) 1999 1998
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the period $ (374,145) $ (18,223)
Adjustments to reconcile loss to net cash
used in operating activities:
Amortization of incorporation costs 0 532
Changes in other operating assets and liabilities
Increase in accounts payable and accrued liabilities 283,602 15,651
----------------- ----------------
Net cash used in operating activities (90,543) (2,040)
----------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital Expenditures - -
----------------- ----------------
Net cash used in investing activities - -
----------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITY
Issuance of capital stock for cash 100,000 -
Share subscription received - 3,284
----------------- ----------------
Net cash provided by financing activities 100,000 3,284
----------------- ----------------
CHANGE IN CASH AND CASH EQUIVALENTS DURING THE PERIOD 9,457 1,244
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 1,358 -
----------------- ----------------
NET CHANGE IN CASH AND CASH EQUIVALENTS DURING THE PERIOD 10,815 1,244
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 327 -
----------------- ----------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 11,142 $ 1,244
================================================================================================================
CASH PAID DURING THE YEAR FOR:
Interest expense $ - $ -
Income taxes - -
================================================================================================================
</TABLE>
See Notes to 1999 Unaudited Financial Statements attached
5
<PAGE> 8
BULLET ENVIRONMENTAL TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 1999
1. HISTORY AND ORGANIZATION OF THE COMPANY
The Company was incorporated in Delaware on December 18, 1997. On
March 5, 1998, the Company changed its name from Innovin Development
Corporation to Anglo-Sierra Resources Corp. On March 15, 1999, the
Company changed its name from Anglo-Sierra Resources Corp. to Bullet
Environmental Technologies, Inc.
In the opinion of management, the accompanying financial statements
contain all adjustments necessary (consisting only of normal
recurring accruals) to present fairly the financial information
contained therein. These statements do not include all disclosures
required by generally accepted accounting principles and should be
read in conjunction with the audited financial statements of the
Company for the year ended February 28, 1999. The results of
operations for the six months ended August 31, 1999 are not
necessarily indicative of the results to be expected for the year
ending February 29, 2000.
2. GOING CONCERN
The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of liabilities
in the normal course of business. However, the Company has no current
source of revenue. Without realization of additional capital, it
would be unlikely for the Company to continue as a going concern. Its
is management's plan to seek additional capital through a private
placement.
<TABLE>
<CAPTION>
=======================================================================================================
August 31, February 28,
1999 1999
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
Deficit accumulated during the development stage $ (690,707) $ (316,562)
Working capital deficiency (274,446) (1,659)
=======================================================================================================
</TABLE>
3. SIGNIFICANT ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include highly liquid investments with
original maturities of three months or less. These are recorded at
cost which approximates market.
ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure 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 estimates.
6
<PAGE> 9
FINANCIAL INSTRUMENTS
The Company's financial instruments consist of cash and cash
equivalents and accounts payable. Unless otherwise noted, it is
management's opinion that the Company is not exposed to significant
interest, currency or credit risks arising from these financial
instruments. The fair value of these financial instruments
approximate their carrying values, unless otherwise noted.
FOREIGN CURRENCY TRANSLATION
The Company has determined that the functional currency of its
operations is the local currency, the Canadian dollar. In accordance
with Statement of Financial Accounting Standards No. 52 ("SFAS 52"),
"Foreign Currency Translation", the assets and liabilities
denominated in foreign currency are translated into U.S. dollars at
the year-end exchange rates. Revenue and expenses are translated at
the rates of exchange prevailing on the dates such items are
recognized in earnings. Related exchange gains and losses are
included in a separate component of shareholders' equity under
cumulative translation adjustment. Exchange gains and losses
resulting from foreign currency transactions are included in income
for the year.
STOCK BASED COMPENSATION
FASB Statement No. 123, "Accounting for Stock-Based Compensation",
encourages, but does not require, companies to record compensation
cost for stock-based employee compensation plans at fair value. The
Company has chosen to account for stock-based compensation using
Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees". Accordingly, compensation cost for stock
options is measured as the excess, if any, of the quoted market price
of the Company's stock at the date of the grant over the amount an
employee is required to pay for the stock.
NEW ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board issued
Statements of Financial Accounting Standards No. 133 "Accounting for
Derivative Instruments and Hedging Activities" ("SFAS 133") which
establishes accounting and reporting standards for derivative
instruments and for hedging activities. SFAS 133 is effective for all
fiscal quarters of fiscal years beginning after June 15, 1999. The
Company does not anticipate that the adoption of the statement will
have a significant impact on its financial statements.
ACCOUNTING FOR IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED
ASSETS TO BE DISPOSED OF
The Company has adopted Statement of Financial Accounting Standards
("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed of". In the event that facts
and circumstances indicate that the carrying amount of an asset may
not be recoverable and an estimate of future undiscounted cash flows
is less than the carrying amount of the asset, an impairment loss
will be recognized.
INCOME TAXES
Income taxes are provided in accordance with Statement of Financial
Accounting Standards No. 109 ("SFAS 109"), "Accounting for Income
Taxes". A deferred tax asset
7
<PAGE> 10
or liability is recorded for all temporary differences between
financial and tax reporting and net operating loss carryforwards.
Deferred tax expenses (benefit) results from the net change during
the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the
opinion of management, it is more likely than not that some portion
or all of the deferred tax assets will not be realized. Deferred tax
assets and liabilities are adjusted for the effects of changes in tax
laws and rates on the date of enactment.
COMPREHENSIVE INCOME
In June 1997, the Financial Accounting Standards Board issued SFAS
No. 130 "Reporting Comprehensive Income". SFAS No. 130 establishes
standards for the reporting and display of comprehensive income and
its components (revenue, expenses, gains and losses). The purpose of
reporting comprehensive income is to present a measure of all changes
in stockholders' equity that result from recognized transactions and
other economic events of the period, other than transactions with
owners in their capacity as owners.
REPORTING ON COSTS OF START-UP ACTIVITIES
In April 1998, the American Institute of Certified Public
Accountant's issued Statement of Position 98-5 "Reporting on the
Costs of Start-Up Activities" ("SOP 98-5") which provides guidance on
the financial reporting of start-up costs and organization costs. It
requires costs of start-up activities and organization costs to be
expensed as incurred. SOP 98-5 is effective for fiscal years
beginning after December 15, 1998 with initial adoption reported as
the cumulative effect of a change in accounting principle. The
Company does not anticipate that the statement will have a
significant impact on its future financial statements.
LOSS PER SHARE
Loss per share is computed based on the weighted average number of
common shares and common stock equivalents outstanding during each
period, unless the common stock equivalents are anti-dilutive.
4. CAPITAL STOCK
ADDITIONAL PAID-IN CAPITAL
The excess of proceeds received for common shares over their value of
$0.0001, less share issue costs, is credited to additional paid-in
capital.
REVERSE STOCK SPLIT
On March 15, 1999, the Company implemented a 50:1 reverse stock
split. Stockholders' equity has been restated to give retroactive
recognition of the reverse stock split for all periods presented by
reclassifying from common shares to additional paid-in capital the
par value of converted shares arising from the split. In addition,
all references to number of shares and per share amounts of common
shares have been restated to reflect the reverse stock split.
8
<PAGE> 11
5. SUPPLEMENTAL DISCLOSURE FOR NON-CASH OPERATING, FINANCING AND
INVESTING ACTIVITIES
There were no non-cash transactions for the six month period ended
August 31, 1999. The significant non-cash transaction for the six
month period ended August 31, 1998 consisted of the Company issuing
12,000 common shares in the amount of $21,182 as consideration for
the acquisition of the Gray Copper Property.
6. INCOME TAXES
The Company's total deferred tax asset is as follows:
<TABLE>
<CAPTION>
==========================================================================================================
August 31, February28,
1999 1999
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Tax benefit of net operating loss carryforward $ 103,606 $ 46,340
Valuation allowance (103,606) (46,340)
---------------- ----------------
$ 0 $ 0
==========================================================================================================
</TABLE>
The Company has a net operating loss carryforward of approximately
$690,707 (February 28, 1999 - $316,562). The valuation allowance
increased to $103,606 from $46,340 during the six month period ended
August 31, 1999 since the realization of the operating loss
carryforwards are doubtful. It is reasonably possible that the
Company's estimate of valuation allowance will change.
The operating loss carryforwards expire as follows:
<TABLE>
<S> <C>
2005 $ 1,626
2006 314,936
2007 374,145
----------------
$ 690,707
================
</TABLE>
7. COMPREHENSIVE INCOME
Total comprehensive net income (loss) for the six month periods ended
August 31, 1999 and 1998, were $(372,787) and $(18,223),
respectively. The only item included in other comprehensive income is
foreign currency translation adjustments in the amounts of $1,358 for
the six month period ended August 31, 1999 and $Nil for the six month
period ended August 31, 1998.
9
<PAGE> 12
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
FORWARD-LOOKING STATEMENTS. The statements contained in this filing
that are not historical fact are "forward-looking statements". These statements
can often be identified by the use of forward-looking terminology such as
"estimates," "projects," "believes," "expects," "may," "will," "should,"
"intends," or "anticipates" or the negative thereof or other variations thereon
or comparable terminology, or by discussions of strategy that involve risks and
uncertainties. Management wishes to caution the reader that these
forward-looking statements, such as the timing, costs and scope of its
acquisition of, or investments in, existing businesses, the revenue and
profitability levels of such businesses, and other matters contained above and
herein in this filing regarding matters that are not historical facts, are only
predictions. No assurance can be given that the future results indicated,
whether expressed or implied, will be achieved. While sometimes presented with
numerical specificity, these projections and other forward-looking statements
are based upon a variety of assumptions relating to the business of the Company
which, although considered reasonable by the Company, may not be realized.
Because of the number and range of the assumptions underlying the Company's
projections and forward-looking statements, many of which are subject to
significant uncertainties and contingencies that are beyond the reasonable
control of the Company, some of the assumptions inevitably will not materialize
and unanticipated events and circumstances may occur subsequent to the date of
this filing. These forward-looking statements are based on current expectations,
and the Company assumes no obligation to update this information. Therefore, the
actual experience of the Company and results achieved during the period covered
by any particular projections or forward-looking statements may differ
substantially from those projected. Consequently, the inclusion of projections
and other forward-looking statements should not be regarded as a representation
by the Company or any other person that these estimates and projections will be
realized, and actual results may vary materially. There can be no assurance that
any of these expectations will be realized or that any of the forward-looking
statements contained herein will prove to be accurate.
PLAN OF OPERATION. The Company's plan of operation is to acquire a
financial services company which currently offers a limited group of products
and expand the operations to create a company providing diversified business
services, including financial research, investment banking, money management,
and securities brokerage. In marketing these services, the Company intends to
focus on emerging and high-growth companies. In this regard, the Company has
entered into a non-binding letter of intent with Somerset Financial Partners,
Inc. (hereinafter, "Somerset"), the parent company of a wholly-owned registered
broker-dealer and member of the NASD. The transaction with Somerset is subject
to the parties agreement on final economic terms and definitive contracts,
completion of due diligence, and regulatory approvals. If that transaction is
not completed, the Company intends to explore the acquisition of other financial
services companies.
The non-binding letter of intent was signed on June 18, 1999 and
contemplates the exchange of 500,000 shares of the Company's common stock for
all of the issued and outstanding shares of Somerset. The letter of intent
expressly conditions the consummation of the Company's acquisition of Somerset
upon several factors, principally (i) the approval of the National Association
of Securities Dealers, Inc., which regulates the broker-dealer owned by Somerset
(ii) the Company's raising at least $5,000,000 in cash through a private
placement of between 1,000,000 and 2,000,000 shares of the Company's common
stock, (iii) the agreement between the Company and certain key employees of
Somerset as to the terms and conditions of their future employment by the
Company, (iv) the completion of the Company's due diligence inquiry into
Somerset's business, and (v) the negotiation and execution of definitive
agreements binding upon
10
<PAGE> 13
the parties and resolving the remaining issues not yet agreed upon. The letter
of intent will terminate if the Somerset acquisition is not consummated within
180 days of its effective date.
The Company anticipates that additional capital of $5,000,000 will be
necessary to acquire Somerset and for operations during the twelve months
following acquisition. The Company plans to raise the necessary capital through
a private placement of common stock. Currently, the Company has approximately
$2,800 in cash to be applied toward its legal, accounting and other short-term
expenses associated with filing this registration statement and the related
reports. The Company is currently negotiating for a private unsecured loan of
additional funds for short-term operating purposes. However, no commitment for
such funds has been received as of the date hereof. No contingency plans have
been developed in the event that the Company is unable to obtain a short-term
loan, to raise the $5,000,000 necessary for the Somerset transaction and
operations, or to complete the Somerset transaction. The Company continues to
explore other opportunities with other financial services companies, should the
Somerset transaction not be completed.
The Company has no specific plans regarding sales of plant or
significant equipment, or for significant changes in the number of employees.
YEAR 2000 READINESS DISCLOSURE. The year 2000 issue ("Y2K Issue") is
the result of computer systems and applications that currently use two digits
rather than four to recognize a particular year. The Y2K issue affects
information technology ("IT") systems (i.e., computer systems, network elements
and software applications), as well as other business systems that have time
sensitive programs or microprocessors ("non-IT systems") that may not properly
reflect or recognize the year 2000. The failure to reflect or recognize sates
after 1999 could cause IT and non-IT systems to fail or cause errors which could
lead to disruptions in operations or increased costs.
As the Company is not presently engaged in any business, the risk of
such occurrence is limited. The Company will however, be considering such
implications related to its business plans moving forward and if needed, develop
contingency plans for its mission critical IT and non-IT systems to timely
address potential Y2K problems.
11
<PAGE> 14
PART II - OTHER INFORMATION
BULLET ENVIRONMENTAL TECHNOLOGIES,INC.
(formerly Anglo-Sierra Resources, Inc.)
ITEM 1. LEGAL PROCEEDINGS - None.
ITEM 2. CHANGES IN SECURITIES - None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES - None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - None.
ITEM 5. OTHER INFORMATION - None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - None.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
BULLET ENVIRONMENTAL TECHNOLOGIES, INC.
Date: November 3, 1999 ________/s/_____________
Norman Wareham
President, Treasurer and
Chief Executive Officer
12
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-29-2000
<PERIOD-END> AUG-31-1999
<CASH> 11,142
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 11,142
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 11,142
<CURRENT-LIABILITIES> 285,588
<BONDS> 0
0
0
<COMMON> 215
<OTHER-SE> (274,446)
<TOTAL-LIABILITY-AND-EQUITY> 11,142
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 374,145
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (374,145)
<INCOME-TAX> 0
<INCOME-CONTINUING> (374,145)
<DISCONTINUED> 0
<EXTRAORDINARY> 1,358
<CHANGES> 0
<NET-INCOME> (372,787)
<EPS-BASIC> (0.20)
<EPS-DILUTED> (0.20)
</TABLE>
