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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[Mark One]
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File No. 0-24721
REXFORD, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 87-0502701
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7777 East Main Street, # 210, Scottsdale, Arizona 85251
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (602) 945-5343
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange
on which registered
N/A N/A
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001 per share
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(Title of Class)
Check whether the Issuer (1) filed all reports required to be fired 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. (1) Yes [X]
No [ ] (2) Yes [X] No [ ].
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10KSB or any amendment to this Form 10KSB. [X]
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State issuer's revenues for its most recent fiscal year: $-0-.
State the aggregate market value of the voting stock held by
nonaffiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date
within the past 60 days: The Company does not have an active trading
market and it is, therefore, difficult, if not impossible, to determine the
market value of the stock. To the knowledge of the Company, no bid or asked
quotation is available at this time, nor at any time in the last sixty days.
The Company has 57,106,420 shares of its common stock outstanding, of which
1,946,788 shares are held by nonaffiliates.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and
the part of the Form 10-KSB (e.g., part I, part II, etc.) into which the
document is incorporated: (1) Any annual report to security holders; (2) Any
proxy or other information statement; and (3) Any prospectus filed pursuant to
rule 424(b) or (c) under the Securities Act of 1933: NONE
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
Corporate History
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(a) Initial Business Activities
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The Registrant was incorporated on February 14, 1983, in the state of
Utah under the name Chelsea Energy Corporation (hereinafter the "Registrant"
or the "Company"). In connection with its formation, a total of 1,047,000
shares of its common stock were issued to the founders of the Company. In
March 1985, the Company sold 3,000,000 shares of its common stock in
connection with a public offering at a price of $0.01 per share. The public
offering was registered with the Utah Securities Division pursuant to Section
61-1-10, Utah Code Annotated, as amended. The offering was exempt from
federal registration pursuant to Regulation D, Rule 504, promulgated under the
Securities Act of 1933, as amended. The Company was initially formed to
provide professional consulting services to local government units.
In April 1989, the Company formed California Cola Distributing Company,
Inc. ("CCDCI")under the laws of the state of Delaware as a wholly-owned
subsidiary. In May 1989, the Company merged into its subsidiary, CCDCI, in
connection with a reincorporation merger. As a result of the reincorporation
merger, the Company changed its domicile to the state of Delaware from the
state of Utah and changed its name from Chelsea Energy Corporation to
California Cola Distributing Company, Inc. In October 1992, the Company
effected a sale of its wholly-owned subsidiary, CCDCI to California Cola Group
Incorporated, a principal shareholder of the Company and changed the its name
to Rexford, Inc.
(b) Current Business Activities
----------------------------
Since divesting itself of CCDCI, the Registrant has had no operations is
now seeking potential business acquisitions or opportunities in an effort to
commence business operations. The Registrant does not propose to restrict its
search for a business opportunity to any particular industry or geographical
area and may, therefore, engage in essentially any business in any industry.
The Registrant has unrestricted discretion in seeking and participating in a
business opportunity, subject to the availability of such opportunities,
economic conditions, and other factors.
The selection of a business opportunity in which to participate is
complex and risky. Additionally, as the Registrant has only limited resources,
it may be difficult to find good opportunities. There can be no assurance
that the Registrant will be able to identify and acquire any business
opportunity which will ultimately prove to be beneficial to the Registrant and
its shareholders. The Registrant will select any potential business
opportunity based on management's business judgment.
The activities of the Registrant are subject to several significant risks
which arise primarily as a result of the fact that the Registrant has no
specific business and may acquire or participate in a business opportunity
based on the decision of management which potentially could act without the
consent, vote, or approval of the Registrant's shareholders.
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Since divesting itself of CCDCI, the directors have determined that the
Registrant should become active in seeking potential operating businesses and
business opportunities with the intent to acquire or merge with such
businesses. The Registrant then began to consider and investigate potential
business opportunities. Because of the Registrant's current status having no
assets and no recent operating history, in the event the Registrant does
successfully acquire or merge with an operating business opportunity, it is
likely that the Registrant's present shareholders will experience substantial
dilution and there will be a probable change in control of the Registrant.
The Registrant has voluntarily filed its registration statement on Form
10SB in order to make information concerning itself more readily available to
the public. Management believes that being a reporting company under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), could
provide a prospective merger or acquisition candidate with additional
information concerning the Registrant. In addition, management believes that
this might make the Registrant more attractive to an operating business
opportunity as a potential business combination candidate. As a result of
filing its registration statement, the Registrant is obligated to file with
the Commission certain interim and periodic reports including an annual report
containing audited financial statements. The Registrant intends to continue
to voluntarily file these periodic reports under the Exchange Act even if its
obligation to file such reports is suspended under applicable provisions of
the Exchange Act.
Any target acquisition or merger candidate of the Registrant will become
subject to the same reporting requirements as the Registrant upon consummation
of any such business combination. Thus, in the event that the Registrant
successfully completes an acquisition or merger with another operating
business, the resulting combined business must provide audited financial
statements for at least the two most recent fiscal years or, in the event that
the combined operating business has been in business less than two years,
audited financial statements will be required from the period of inception of
the target acquisition or merger candidate.
Sources of Business Opportunities
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The Registrant intends to use various sources in its search for potential
business opportunities including its officers and directors, consultants,
special advisors, securities broker-dealers, venture capitalists, members of
the financial community and others who may present management with unsolicited
proposals. Because of the Registrant's lack of capital, it may not be able to
retain on a fee basis professional firms specializing in business acquisitions
and reorganizations. Rather, the Registrant will most likely have to rely on
outside sources, not otherwise associated with the Registrant, that will
accept their compensation only after the Registrant has finalized a successful
acquisition or merger. To date, the Registrant has not engaged nor entered
into any discussions, negotiations, agreements nor understandings regarding
retention of any consultant to assist the Registrant in its search for
business opportunities, nor is management presently in a position to actively
seek or retain any prospective consultants for these purposes.
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The Registrant does not intend to restrict its search to any specific
kind of industry or business. The Registrant may investigate and ultimately
acquire a venture that is in its preliminary or development stage, is already
in operation, or in various stages of its corporate existence and development.
Management cannot predict at this time the status or nature of any venture in
which the Registrant may participate. A potential venture might need
additional capital or merely desire to have its shares publicly traded. The
most likely scenario for a possible business arrangement would involve the
acquisition of, or merger with, an operating business that does not need
additional capital, but which merely desires to establish a public trading
market for its shares. Management believes that the Registrant could provide a
potential public vehicle for a private entity interested in becoming a
publicly held corporation without the time and expense typically associated
with an initial public offering.
Evaluation
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Once the Registrant has identified a particular entity as a potential
acquisition or merger candidate, management will seek to determine whether
acquisition or merger is warranted or whether further investigation is
necessary. Such determination will generally be based on management's
knowledge and experience, or with the assistance of outside advisors and
consultants evaluating the preliminary information available to them.
Management may elect to engage outside independent consultants to perform
preliminary analysis of potential business opportunities. However, because of
the Registrant's lack of capital it may not have the necessary funds for a
complete and exhaustive investigation of any particular opportunity.
In evaluating such potential business opportunities, the Registrant will
consider, to the extent relevant to the specific opportunity, several factors
including potential benefits to the Registrant and its shareholders; working
capital, financial requirements and availability of additional financing;
history of operation, if any; nature of present and expected competition;
quality and experience of management; need for further research, development
or exploration; potential for growth and expansion; potential for profits; and
other factors deemed relevant to the specific opportunity.
Because the Registrant has not located or identified any specific
business opportunity as of the date hereof, there are certain unidentified
risks that cannot be adequately expressed prior to the identification of a
specific business opportunity. There can be no assurance following
consummation of any acquisition or merger that the business venture will
develop into a going concern or, if the business is already operating, that it
will continue to operate successfully. Many of the potential business
opportunities available to the Registrant may involve new and untested
products, processes or market strategies which may not ultimately prove
successful.
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Form of Potential Acquisition or Merger
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Presently, the Registrant cannot predict the manner in which it might
participate in a prospective business opportunity. Each separate potential
opportunity will be reviewed and, upon the basis of that review, a suitable
legal structure or method of participation will be chosen. The particular
manner in which the Registrant participates in a specific business opportunity
will depend upon the nature of that opportunity, the respective needs and
desires of the Registrant and management of the opportunity, and the relative
negotiating strength of the parties involved. Actual participation in a
business venture may take the form of an asset purchase, lease, joint venture,
license, partnership, stock purchase, reorganization, merger or consolidation.
The Registrant may act directly or indirectly through an interest in a
partnership, corporation, or other form of organization, however, the
Registrant does not intend to participate in opportunities through the
purchase of minority stock positions.
Because of the Registrant's current status and recent inactive status for
the prior six years, and its concomitant lack of assets or relevant operating
history, it is likely that any potential merger or acquisition with another
operating business will require substantial dilution of the Registrant's
existing shareholders. There will probably be a change in control of the
Registrant, with the incoming owners of the targeted merger or acquisition
candidate taking over control of the Registrant. Management has not
established any guidelines as to the amount of control it will offer to
prospective business opportunity candidates, since this issue will depend to a
large degree on the economic strength and desirability of each candidate, and
corresponding relative bargaining power of the parties. However, management
will endeavor to negotiate the best possible terms for the benefit of the
Registrant's shareholders as the case arises.
Management does not have any plans to borrow funds to compensate any
persons, consultants, promoters, or affiliates in conjunction with its efforts
to find and acquire or merge with another business opportunity. Management
does not have any plans to borrow funds to pay compensation to any prospective
business opportunity, or shareholders, management, creditors, or other
potential parties to the acquisition or merger. In either case, it is
unlikely that the Registrant would be able to borrow significant funds for
such purposes from any conventional lending sources. In all probability, a
public sale of the Registrant's securities would also be unfeasible, and
management does not contemplate any form of new public offering at this time.
In the event that the Registrant does need to raise capital, it would
most likely have to rely on the private sale of its securities or loans from
its officers and directors. Such a private sale would be limited to persons
exempt under the Commission's Regulation D or other rule or provision for
exemption, if any applies. However, no private sales are contemplated by the
Registrant's management at this time. If a private sale of the Registrant's
securities is deemed appropriate in the future, management will endeavor to
acquire funds on the best terms available to the Registrant. However, there
can be no assurance that the Registrant will be able to obtain funding when
and if needed, or that such funding, if available, can be obtained on terms
reasonable or acceptable to the Registrant. The Registrant does not
anticipate using Regulation S promulgated under the Securities Act of 1933 to
raise any funds any time within the next year, subject only to its potential
applicability after consummation of a merger or acquisition.
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Although not presently anticipated by management, there is a remote
possibility that the Registrant might sell its securities to its management or
affiliates.
In the event of a successful acquisition or merger, a finder's fee, in
the form of cash or securities of the Registrant, may be paid to persons
instrumental in facilitating the transaction. The Registrant has not
established any criteria or limits for the determination of a finder's fee,
although most likely an appropriate finder's fee will be negotiated between
the parties, including the potential business opportunity candidate, based
upon economic considerations and reasonable value as estimated and mutually
agreed at that time. A finder's fee would only be payable upon completion of
the proposed acquisition or merger in the normal case, and management does not
contemplate any other arrangement at this time. Management has not actively
undertaken a search for, nor retention of, any finder's fee arrangement with
any person. It is possible that a potential merger or acquisition candidate
would have its own finder's fee arrangement, or other similar business
brokerage or investment banking arrangement, whereupon the terms may be
governed by a preexisting contract; in such case, the Registrant may be
limited in its ability to affect the terms of compensation, but most likely
the terms would be disclosed and subject to approval pursuant to submission of
the proposed transaction to a vote of the Registrant's shareholders.
Management cannot predict any other terms of a finder's fee arrangement at
this time. It would be unlikely that a finder's fee payable to an affiliate
of the Registrant would be proposed because of the potential conflict of
interest issues. If such a fee arrangement was proposed, independent
management and directors would negotiate the best terms available to the
Registrant so as not to compromise the fiduciary duties of the affiliate in
the proposed transaction, and the Registrant would require that the proposed
arrangement would be submitted to the shareholders for prior ratification in
an appropriate manner.
Management does not contemplate that the Registrant would acquire or
merge with a business entity in which any affiliates of the Registrant have an
interest. Any such related party transaction, however remote, would be
submitted for approval by an independent quorum of the Board of Directors and
the proposed transaction would be submitted to the shareholders for prior
ratification in an appropriate manner. None of the Registrant's managers,
directors, or other affiliated parties have had any contact, discussions, or
other understandings regarding any particular business opportunity at this
time, regardless of any potential conflict of interest issues. Accordingly,
the potential conflict of interest is merely a remote theoretical possibility
at this time.
Rights of Shareholders
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It is presently anticipated by management that prior to consummating a
possible acquisition or merger, the Registrant will seek to have the
transaction ratified by shareholders in the appropriate manner. Most likely,
this would require a general or special shareholder's meeting called for such
purpose. Section 228 of the Delaware Corporations Law provides that any
action which may be taken at any annual or special meeting of the
shareholders, may be taken without a meeting, without prior notice and without
a vote, if a consent or consents in writing, setting forth the action so
taken, shall be signed by the holder of the outstanding stock having not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voted.
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However, a shareholder's meeting is normally the most expeditious
procedure, wherein all shareholder's would be entitled to vote in person or by
proxy. In the notice of such a shareholder's meeting and proxy statement, the
Registrant will provide shareholders complete disclosure documentation
concerning a potential acquisition of merger candidate, including financial
information about the target and all material terms of the acquisition or
merger transaction.
Competition
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Because the Registrant has not identified any potential acquisition or
merger candidate, it is unable to evaluate the type and extent of its likely
competition. The Registrant is aware that there are several other public
companies with only nominal assets that are also searching for operating
businesses and other business opportunities as potential acquisition or merger
candidates. The Registrant will be in direct competition with these other
public companies in its search for business opportunities and, due to the
Registrant's lack of funds, it may be difficult to successfully compete with
these other companies.
Employees
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As of the date hereof, the Registrant does not have any employees and has
no plans for retaining employees until such time as the Registrant's business
warrants the expense, or until the Registrant successfully acquires or merges
with an operating business. The Registrant may find it necessary to
periodically hire part-time clerical help on an as-needed basis.
ITEM 2. DESCRIPTION OF PROPERTIES
Facilities
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The Registrant is currently using as its principal place of business the
personal residence of its President and Director located in Scottsdale,
Arizona. Although the Registrant has no written agreement and pays no rent for
the use of this facility, it is contemplated that at such future time as an
acquisition or merger transaction may be completed, the Registrant will secure
commercial office space from which it will conduct its business. Until such
an acquisition or merger, the Registrant lacks any basis for determining the
kinds of office space or other facilities necessary for its future business.
The Registrant has no current plans to secure such commercial office space.
It is also possible that a merger or acquisition candidate would have adequate
existing facilities upon completion of such a transaction, and the
Registrant's principal offices may be transferred to such existing facilities.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any pending legal proceedings and no such
action by or against it, to the best of its knowledge, has been threatened.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
No matters were submitted to a vote of shareholders of the Company during
the fiscal year ended September 30, 1998.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
No shares of the Company's common stock have previously been registered
with the Securities and Exchange Commission (the "Commission") or any state
securities agency or authority. The Company intends to make an application to
the NASD for the Company's shares to be quoted on the OTC Bulletin Board. The
Company's application to the NASD will consist of current corporate
information, financial statements and other documents as required by Rule
15c2-11 of the Securities Exchange Act of 1934, as amended. Inclusion on the
OTC Bulletin Board permits price quotations for the Company's shares to be
published by such service. The Company is not aware of any established trading
market for its common stock nor is there any record of any reported trades in
the public market in recent years. The Company's common stock has not traded
in a public market since 1992.
If and when the Company's common stock is traded in the over-the-counter
market, most likely the shares will be subject to the provisions of Section
15(g) and Rule 15g-9 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), commonly referred to as the "penny stock" rule. Section 15(g)
sets forth certain requirements for transactions in penny stocks and Rule
15g-9(d)(l) incorporates the definition of penny stock as that used in Rule
3a51-1 of the Exchange Act.
The Commission generally defines penny stock to be any equity security
that has a market price less than $5.00 per share, subject to certain
exceptions. Rule 3a51-1 provides that any equity security is considered to be
a penny stock unless that security is: registered and traded on a national
securities exchange meeting specified criteria set by the Commission;
authorized for quotation on The NASDAQ Stock Market; issued by a registered
investment company; excluded from the definition on the basis of price (at
least $5.00 per share) or the issuer's net tangible assets; or exempted from
the definition by the Commission. If the Company's shares are deemed to be a
penny stock, trading in the shares will be subject to additional sales
practice requirements on broker-dealers who sell penny stocks to persons other
than established customers and accredited investors, generally persons with
assets in excess of $1,000,000 or annual income exceeding $200,000, or
$300,000 together with their spouse.
For transactions covered by these rules, broker-dealers must make a
special suitability determination for the purchase of such securities and must
have received the purchaser's written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a penny stock, unless
exempt, the rules require the delivery, prior to the first transaction, of a
risk disclosure document relating to the penny stock market. A broker-dealer
also must disclose the commissions payable to both the broker-dealer and the
registered representative, and current quotations for the securities. Finally,
monthly statements must be sent disclosing recent price information for the
penny stocks held in the account and information on the limited market in
penny stocks. Consequently, these rules may restrict the ability of broker-
dealers to trade and/or maintain a market in the Company's common stock and
may affect the ability of shareholders to sell their shares.
As of September 30, 1998 there were 74 shareholders of record of the
Company's common stock. There are no reported bid or asked prices for the
Company's shares.
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As of September 30, 1998, the Company has issued and outstanding
57,106,420 shares of common stock. Of this total, 16,297,000 shares were
issued in transactions more than two years ago, and may be sold or otherwise
transferred without restriction pursuant to the terms of Rule 144 ("Rule 144")
of the Securities Act of 1933, as amended (the "Act"), unless held by an
affiliate or controlling shareholder of the Company. Of the total issued and
outstanding shares, the Company has identified 55,159,632 shares as being held
directly or indirectly by affiliates of the Company. The remaining 1,946,788
shares are deemed free from restrictions and may be sold and/or transferred
without further registration under the Act.
The 55,159,632 shares presently held by affiliates or controlling
shareholders of the Company may be sold pursuant to Rule 144, subject to the
volume and other limitations set forth under Rule 144. In general, under Rule
144 as currently in effect, a person (or persons whose shares are aggregated)
who has beneficially owned restricted shares of the Company for at least one
year, including any person who may be deemed to be an "affiliate" of the
Company (as the term "affiliate" is defined under the Act), is entitled to
sell, within any three-month period, an amount of shares that does not exceed
the greater of (i) the average weekly trading volume in the Company's common
stock during the four calendar weeks preceding such sale, or (ii) 1% of the
shares then outstanding. A person who is not deemed to be an "affiliate" of
the Company and who has held restricted shares for at least two years would be
entitled to sell such shares without regard to the resale limitations of Rule
144.
Dividend Policy
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The Company has not declared or paid cash dividends or made
distributions in the past, and the Company does not anticipate that it will
pay cash dividends or make distributions in the foreseeable future. The
Company currently intends to retain and reinvest future earnings, if any, to
finance its operations.
ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Overview
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The Registrant is considered a development stage company with no assets
or capital and with no operations or income since approximately 1992. The
costs and expenses associated with the preparation and filing of this
registration statement and other operations of the Registrant have been paid
for by shareholders of the Registrant, specifically Mark A. Scharmann (see
Item 11, Security Ownership of Certain Beneficial Owners and Management).
During the fiscal years ended September 30, 1998 and 1997, the Registrant
had general and administrative expenses of $46,350 and $42,795, respectively,
and no revenues, resulting in a net loss from operations of ($46,350) for 1998
and ($42,795) for 1997. The expenses incurred during the fiscal years ended
September 30, 1998 and 1997 were for legal, accounting and professional fees
associated to maintaining the Registrant's corporate and financial records and
the preparation and filing of the Company's registration statement on Form
10SB.
It is anticipated that the Registrant will continue to incur legal and
accounting expenses will maintaining the corporate viability of the Registrant
and, for the immediate future, such expenses will most likely be financed by
the Registrant's existing shareholders or its officers as they have done in
the past.
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The Registrant has not received a formal commitment from its shareholders
and officers or directors to continue to finance the Company's expenses,
however, and unless the Registrant is able to facilitate an acquisition of or
merger with an operating business or is able to obtain significant outside
financing, there is substantial doubt about the Registrant's ability to
continue as a going concern.
In the opinion of management, inflation has not and will not have a
material effect on the operations of the Registrant until such time as the
Registrant successfully completes an acquisition or merger. At that time,
management will evaluate the possible effects of inflation on the Registrant
as it relates to its business and operations following a successful
acquisition or merger.
Plan of Operation
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During the next twelve months, the Registrant will actively seek out and
investigate possible business opportunities with the intent to acquire or
merge with one or more business ventures. In its search for business
opportunities, management will follow the procedures outlined in Item 1 above.
Because the Registrant lacks funds, it may be necessary for the officers and
directors to either advance funds to the Registrant or to accrue expenses
until such time as a successful business consolidation can be made. Management
intends to hold expenses to a minimum and to obtain services on a contingency
basis when possible. The Registrant's directors may receive compensation for
services provided to the Company until such time as an acquisition or merger
can be accomplished. However, if the Registrant engages outside advisors or
consultants in its search for business opportunities, it may be necessary for
the Registrant to attempt to raise additional funds. As of the date hereof,
the Registrant has not made any arrangements or definitive agreements to use
outside advisors or consultants or to raise any capital.
In the event the Registrant does need to raise capital most likely the
only method available to the Registrant would be the private sale of its
securities. It is unlikely that it could make a public sale of securities or
be able to borrow any significant sum from either a commercial or private
lender. There can be no assurance that the Registrant will be able to obtain
additional funding when and if needed, or that such funding, if available, can
be obtained on terms acceptable to the Registrant.
The Registrant does not intend to use any employees, with the possible
exception of part-time clerical assistance on an as-needed basis. Outside
advisors or consultants will be used only if they can be obtained for minimal
cost or on a deferred payment basis. Management is confident that it will be
able to operate in this manner and to continue its search for business
opportunities during the next twelve months.
ITEM 7. FINANCIAL STATEMENTS
The Company's balance sheets for the years ended September 30, 1998 and
1997; the related statements of operations, stockholders' deficit and cash
flows for the years then ended and the cumulative amounts since October 1,
1992, have been examined to the extent indicated in their reports
by Tanner + Co., certified public accountants, and have been prepared in
accordance with generally accepted accounting principles and are attached
hereto and incorporated herein by this reference.
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PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The names of the Registrant's executive officers and directors and the
positions held by each of them are set forth below:
Name Position
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Dennis Blomquist President and Director
Ron A. Featherstone Vice President and Director
Mark A. Scharmann Treasurer and Director
Tom Sollami Secretary and Director
The term of office of each director is one year and until his successor
is elected at the Registrant's annual shareholders' meeting and is qualified,
subject to removal by the shareholders. The term of office for each officer
is for one year and until a successor is elected at the annual meeting of the
board of directors and is qualified, subject to removal by the board of
directors.
Biographical Information
Set forth below is certain biographical information with respect to each
of the Registrant's officers and directors.
Dennis Blomquist age 46, has served as an officer and director of the
Registrant since 1992. For the past five years, Mr. Blomquist has been an
self-employed business consultant providing data base administration,
development and computer related services. From June 1996 to December 1997,
Mr. Blomquist work for Parami Productions, Inc., Studio City, California, a
film and television development company as director of development.
Ron A. Featherstone, age 47, has served as an officer and director of the
Registrant since 1992. Since July 1995, Mr. Featherstone has been the
executive vice president for Investors First Ventures, Ltd, Scottsdale,
Arizona, a financial consulting firm. From 1993 through June 1995, Mr.
Featherstone was the area sales manager for Clarke Publications, Irwindale,
California.
Tom Sollami, age 48, has served as an officer and director of the
Registrant since 1992. Mr. Sollami has been employed as the Security
Coordinator of the Doubletree Hotel, Salt Lake City, Utah, since February
1998.
Mark A. Scharmann, age 40, has been vice-president and a director of the
Company since February 1997. Since 1979, Mr. Scharmann has been the principal
owner of Troika Capital, Inc., Ogden, Utah, a financial consulting company.
<PAGE>
<PAGE> 13
To the knowledge of management, during the past five years, no present
or former director or executive officer of the Company: (1)filed a petition
under the federal bankruptcy laws or any state insolvency law, nor had a
receiver, fiscal agent or similar officer appointed by a court for the
business or property of such person, or any partnership in which he was a
general partner at or within two years before the time of such filing, or any
corporation or business association of which he was an executive officer at or
within two years before the time of such filing; (2) was convicted in a
criminal proceeding or named subject of a pending criminal proceeding
(excluding traffic violations and other minor offenses); (3) was the subject
of any order, judgment or decree, not subsequently reversed, suspended or
vacated, of any court of competent jurisdiction, permanently or temporarily
enjoining him from or otherwise limiting, the following activities: (i) acting
as a futures commission merchant, introducing broker, commodity trading
advisor, commodity pool operator, floor broker, leverage transaction
merchant, associated person of any of the foregoing, or as an investment
advisor, underwriter, broker or dealer in securities, or as an affiliated
person, director or employee of any investment company, or engaging in or
continuing any conduct or practice in connection with such activity; (ii)
engaging in any type of business practice; or (iii) engaging in any activity
in connection with the purchase or sale of any security or commodity or in
connection with any violation of federal or state securities laws or federal
commodities laws; (4) was the subject of any order, judgment, or decree, not
subsequently reversed, suspended, or vacated, of any federal or state
authority barring, suspending, or otherwise limiting for more than 60 days the
right of such person to engage in any activity described above under this
Item, or to be associated with persons engaged in any such activity; (5) was
found by a court of competent jurisdiction in a civil action or by the
Securities and Exchange Commission to have violated any federal or state
securities law, and the judgment in such civil action or finding by the
Securities and Exchange Commission has not been subsequently reversed,
suspended, or vacate; (6) was found by a court of competent jurisdiction in a
civil action or by the Commodity Futures Trading Commission to have violated
any federal commodities law, and the judgment in such civil action or finding
by the Commodity Futures Trading Commission has not been subsequently
reversed, suspended or vacated.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The Company's Common Stock is registered pursuant to Section 12(g) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
connection therewith, directors, officers, and beneficial owners of more than
10% of the Company's Common Stock are required to file on a timely basis
certain reports under Section 16 of the Exchange Act as to their beneficial
ownership of the Company's Common Stock. The following table sets forth, as
of September 30, 1998, the name and relationship of each person who failed to
file on a timely basis any reports required pursuant to Section 16 of the
Exchange Act:
Name Position Report to be filed*
Dennis Blomquist President and Director Form 3
Ron A. Featherstone Vice President and Director Form 3
Mark A. Scharmann Treasurer and Director Form 3
Tom Sollami Secretary and Director Form 3
*All reports have subsequently been filed.
<PAGE> 14
ITEM 10. EXECUTIVE COMPENSATION
The Registrant has not had a bonus, profit sharing, or deferred
compensation plan for the benefit of its employees, officers or directors. The
Registrant has not paid any salaries or other compensation to its officers,
directors or employees for the years ended September 30, 1998, 1997 and 1996,
nor at any time during 1998, 1997 or 1996. Further, the Registrant has not
entered into an employment agreement with any of its officers, directors or
any other persons and no such agreements are anticipated in the immediate
future. It is intended that the Registrant's directors may be compensated for
services provided to the Company until such time as an acquisition or merger
can be accomplished. As of the date hereof, no person has accrued any
compensation from the Registrant.
The following tables set forth certain summary information concerning the
compensation paid or accrued for each of the Registrant's last three completed
fiscal years to the Registrant's or its principal subsidiaries chief executive
officer and each of its other executive officers that received compensation in
excess of $100,000 during such period (as determined at September 30, 1998,
the end of the Registrant's last completed fiscal year):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
----------------------
Annual Compensation Awards Payouts
Other Restricted
Name and Annual Stock Options LTIP All other
Principal Position Year Salary Bonus($) Compensation Awards /SARs Payout Compensation
- ------------------ ---- ------ -------- ------------ ------ ------- ------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Dennis Blomquist 1998 $ -0- -0- -0- -0- -0- -0- -0-
President and CEO 1997 $ -0- -0- -0- -0- -0- -0- -0-
1996 $ -0- -0- -0- -0- -0- -0- -0-
</TABLE>
Options/SAR Grants in Last Fiscal Year
None.
Bonuses and Deferred Compensation
None.
Compensation Pursuant to Plans
None.
Pension Table
Not Applicable.
Other Compensation
None.
<PAGE> 15
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables sets forth the number of shares of the Registrant's
Common Stock, par value $0.001, held by each person who is believed to be the
beneficial owner of 5% or more of the 57,106,420 shares of the Registrant's
common stock outstanding at September 30, 1998, based on the Registrant's
transfer agent's list, and the names and number of shares held by each of the
Registrant's officers and directors and by all officers and directors as a
group.
Title of Name and Address Amount and Nature of Percent
Class Of Beneficial Owner Beneficial Ownership (1) of Class
- -------- ------------------- ------------------------- --------
Common Dennis Blomquist 9,644,212 D 16.88
777 East Main St. #210
Scottsdale, AZ 85251
Common Mark A. Scharmann 42,155,420 D 73.81
1661 Lakeview Circle 10,000 I .01
Ogden, UT 84403 50,000 I .08
Officers, Directors and Nominees
Common Dennis Blomquist ------------See Table Above------------
Common Ron A. Featherstone 150,000 D .26
Common Mark A. Scharmann ------------See Table Above------------
Common Tom Sollami 150,000 D .26
All Officers, Directors, and
Nominees as a Group (4 Persons) 55,099,632 D 96.49
60,000 I .10
---------- -----
55,159,632 96.59
========== =====
- --------------------------------
(1) All shares are owned directly (D) or indirectly (I), beneficially and of
record and the shareholder has sole voting, investment and dispositive power.
(2) Shares beneficially held of record by Troika Capital Investment, of which
Mr. Scharmann is the principal owner and shareholder.
(3) Shares beneficially held of record by Rachel Leslie, the spouse of Mr.
Scharmann, and which Mr. Scharmann disclaims beneficial ownership.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mark A. Scharmann, an officer and directors of the Company has advanced
money to the Company during the years ended September 30, 1998, and 1997. The
outstanding advances are bearing interest at a rate of 10% and have no
maturity date.
At September 30, 1997, the Registrant issued 23,024,015 shares of its
common stock, valued at approximately $0.002 per share, to Mark A. Scharmann,
an officer and director of the Registrant, in exchange for the conversion of
$46,048 of advances and accrued interest payable by the Registrant.
<PAGE> 16
On June 29, 1998, the Registrant issued an additional 17,785,406 shares
of the Registrant's common stock, valued at approximately $0.002 per share, to
Mr. Scharmann, in exchange for the conversion of approximately $35,571 of
advances and accrued interest payable by the Registrant.
As a result of the foregoing transactions, at September 30, 1998, and
1997, the balance of such advances amounted to $9,306 and $0, respectively.
The securities issued in the foregoing transactions were issued in reliance on
the exemption from registration and the prospectus delivery requirements of
the Securities Act of 1933, as amended (the 'Securities Act"), set forth in
section 3(b) and/or section 4(2) of the Securities Act and the regulations
promulgated thereunder. The individual receiving the shares the an officer
and director of the Registrant and is deemed to be an "accredited investor" as
that term is defined under Rule 501 of the Regulation D of the Securities Act.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K:
(a)(1) Financial Statements: The following financial statements are included
in this report:
Title of Document Page
- ----------------- ----
Report of Tanner + Co., Certified Public Accountants 18
Balance Sheet as of September 30, 1998 19
Statement of Operations 20
Statement of Stockholders' Deficit 21
Statement of Cash Flows 23
Notes to Financial Statements 24
(a)(2) Financial Statement Schedules. The following financial statement
schedules are included as part of this report:
None.
(a)(3) Exhibits. The following exhibits are included as part of this report:
SEC
Exhibit Reference
No. No. Title of Document Location
- ------- --------- ----------------- --------
4 27 Financial Data Schedule Exhibit 27
<PAGE>
<PAGE> 17
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
REXFORD, INC. [The Registrant]
Signature Title Date
- --------- ----- ----
/S/ Dennis Blomquist President, Director January 26, 1999
/S/ Ron Featherstone Vice President, Director January 26, 1999
/S/ Tom Sollami Secretary, Director January 26, 1999
/S/ Mark A. Scharmann Treasurer, Director January 26, 1999
<PAGE>
<PAGE> 18
Independent Auditors' Report
To the Board of Directors and Stockholders of Rexford, Inc.
We have audited the accompanying balance sheet of Rexford, Inc. (a
development stage company) as of September 30, 1998 and 1997, and the related
statements of operations, stockholders' deficit and cash flows for the years
then ended and the cumulative amounts since October 1, 1992. 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 audits.
We conducted our audits 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 audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Rexford, Inc., as of
September 30, 1998 and 1997, and the results of its operations and cash flows
for the years then ended and the cumulative amounts since October 1, 1992, 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 1, the
Company's history of operating losses and stockholders' deficit raise
substantial doubt about its ability to continue as a going concern.
Management's plan in regard to this matter are also described in note 1. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
December 19, 1998
Salt Lake City, UT<PAGE>
<PAGE> 19
Rexford, Inc.
(A Development Stage Company)
Balance Sheet
September 30,
- ------------------------------------------------------------------------------
Assets 1998 1997
------ ---------- ----------
Current assets - Cash $ 226 $ 540
---------- ----------
$ 226 $ 540
========== ==========
Liabilities and Stockholders' Deficit
-------------------------------------
Current liabilities:
Accounts payable $ 1,750 $ 590
Payable to related party 9,306 -
---------- ----------
Total current liabilities 11,056 590
---------- ----------
Commitments and contingencies - -
Stockholders' deficit:
Common stock $.001 par value. Authorized
100,000,000 shares; issued and outstanding
57,106,420 and 39,321,015 shares,
respectively 57,106 39,321
Additional paid-in capital 130,821 113,036
Accumulated deficit (198,757) (152,407)
---------- ----------
Total stockholders' deficit (10,830) (50)
---------- ----------
$ 226 $ 540
========== ==========
See accompanying notes to financial statements
<PAGE>
<PAGE> 20
Rexford, Inc.
(A Development Stage Company)
Statement of Operations
Years Ended September 30,1998 and 1997
and Cumulative Amounts Since October 1, 1992
(Date of Commencement of Development Stage)
- ------------------------------------------------------------------------------
Cumulative
1998 1997 Amounts
---------- ---------- ----------
Revenue $ - $ - $ 10,000
General and administrative expenses 46,350 42,795 104,582
---------- ---------- ----------
Net loss from operations (46,350) (42,795) (94,582)
Gain on divestiture of discontinued
operations, net on tax - - 90,231
---------- ---------- ----------
Net loss before provision
for income taxes (46,350) (42,795) (4,351)
Provision for income taxes - - -
---------- ---------- ----------
Net loss $ (46,350) $ (42,795) $ (4,351)
========== ========== ==========
Net loss per common
share $ (.00) $ (.01) $ (.00)
========== ========== ==========
Weighted average number of shares
outstanding 43,767,000 16,360,000 20,209,000
See accompanying notes to financial statements
<PAGE>
<PAGE> 21
Rexford, Inc.
(A Development Stage Company)
Statement of Stockholders' Deficit
For the Period October 1, 1992
(Date of Commencement of Development Stage)
Through September 30, 1998
- ------------------------------------------------------------------------------
Additional
Common Stock Paid-in Accumulated
Shares Amount Capital Deficit Total
---------- ---------- ---------- ----------- ----------
Balance at
October 1, 1992 12,297,000 $ 12,297 $ 85,734 $ (194,406) $ (96,375)
October 1992,
Divestiture of
CCDCI (6,000,000) (6,000) (4,000) - (10,000)
October 1992,
issuance of
8,000,000 shares
for cash 8,000,000 8,000 5,750 - 13,750
Net income - - - 89,617 89,617
---------- ---------- ---------- ----------- ----------
Balance at
September 30,
1993 14,297,000 $ 14,297 $ 87,484 $ (104,789) $ (3,008)
Conversion of
Debt to common
stock 2,000,000 2,000 2,528 - 4,528
Net loss - - - (4,073) (4,073)
---------- ---------- ---------- ----------- ----------
Balance at
September 30,
1994 16,297,000 $ 16,297 $ 90,012 $ (108,862) $ (2,553)
Net loss - - - (3,497) (3,497)
---------- ---------- ---------- ----------- ----------
Balance at
September 30,
1995 16,297,000 $ 16,297 $ 90,012 $ (112,359) $ (6,050)
Net income - - - 2,747 2,747
---------- ---------- ---------- ----------- ----------
Balance at
September 30,
1996 16,297,000 $ 16,297 $ 90,012 $ (109,612) $ (3,303)
Conversion of
debt to common
stock 23,024,015 23,024 23,024 - 46,048
Net loss - - - (42,795) (42,795)
---------- ---------- ---------- ----------- ----------
<PAGE> 22
Rexford, Inc.
(A Development Stage Company)
Statement of Stockholders' Deficit
Continued
For the Period October 1, 1992
(Date of Commencement of Development Stage)
Through September 30, 1998
- ------------------------------------------------------------------------------
Additional
Common Stock Paid-in Accumulated
Shares Amount Capital Deficit Total
---------- ---------- ---------- ----------- ----------
Balance at
September 30,
1997 39,321,015 $ 39,321 $ 113,036 $ (152,407) $ (50)
Conversion of
debt to
common stock 17,785,405 $ 17,785 $ 17,785 $ - $ 35,570
Net loss - - - (46,350) (46,350)
---------- ---------- ---------- ----------- ----------
Balance at
September
30, 1998 57,106,420 $ 57,106 $ 130,821 $ (198,757) $ (10,830)
========== ========== ========== =========== ==========
See accompanying notes to the financial statements.
<PAGE>
<PAGE> 23
Rexford, Inc.
(A Development Stage Company)
Statement of Cash Flows
Years Ended September 30, 1998 and 1997
and Cumulative Amounts Since October 1, 1992,
(Date of Commencement of Development Stage)
- ------------------------------------------------------------------------------
Cumulative
1998 1997 Amounts
---------- ---------- ----------
Cash flows from operating activities:
Net loss $ (46,350) $ (42,795) $ (4,351)
Adjustments to reconcile net loss
to net cash used in operating
activities:
Gain on disposal of discontinued
segment - (90,231)
Increase (decrease) in:
Cash overdraft - (282)
Accounts payable 10,466 (306) 11,056
---------- ---------- ----------
Net cash used in
operating activities (35,884) (43,383) (83,526)
---------- ---------- ----------
Cash flows from investing activities: - - -
---------- ---------- ----------
Cash flows from financing activities:
Increase in payable to related
parties 35,570 42,348 70,002
Decrease increase in receivable
from related party - 1,575 -
Issuance of common stock - - 13,750
---------- ---------- ----------
Net cash used in
financing activities 35,570 43,923 83,752
---------- ---------- ----------
Net (decrease) increase in cash (314) 540 226
Cash, beginning of period 540 - 540
---------- ---------- ----------
Cash, end of period $ 226 $ 540 $ 226
========== ========== ==========
See accompanying notes to financial statements
<PAGE>
<PAGE> 24 Rexford, Inc.
(A Development Stage Company)
Notes to Financial Statements
September 30, 1998 and 1997
- ------------------------------------------------------------------------------
1. Summary of Business and Significant Accounting Policies
Organization
- ------------
The Company was organized under the laws of the state of Utah on February 14,
1983 under the name of Chelsea Energy Corporation. The Company was initially
formed to provide professional consulting services to local government units.
The Company subsequently changed its business direction when, in May 1989, the
Company acquired California Cola Distributing Company Incorporated (CCDCI), a
privately held California corporation. The Company issued 7,950,000 shares of
its common stock to the former shareholders of California Cola Distributing
Company Incorporated in connection with the acquisition and 300,000 shares of
common stock for services rendered in connection with the acquisition. The
Company's sole business was the operation of its subsidiary, California Cola
Distributing Company Incorporated, a California Corporation. In connection
with the acquisition, the Company changed its domicile to the state of
Delaware from the state of Utah and changed its name from Chelsea Energy
Corporation to California Cola Distributing Company, Inc.
Effective October 1, 1992, the Company divested its interest in CCDCI an
changed its name to Rexford, Inc. (the Company).
Development Stage Company
- -------------------------
Effective October 1, 1992, the Company is considered a development stage
company as defined in SFAS No. 7. 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.
Going Concern
- -------------
The Company has incurred significant operating losses from its inception
through September 30, 1998 and continuation of the Company as a going concern
and payment of its liabilities are dependent upon the Company's ability to
attain profitable operations and additional working capital. Management's
plans with respect to this uncertainty include obtaining debt or equity
funding to finance the Company's operations, However, there can be no
assurance that the Company will be successful in doing so. The financial
statements do not include any adjustments relating to the recoverability and
classification of recorded asset amounts or the amounts and classification of
liabilities that might be necessary should the Company be unable to continue
as a going concern.
Cash and Cash Equivalents
- -------------------------
For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments with a maturity of three months or less to be cash
equivalents.
Loss Per Share
- -----------------------
Loss per share of common stock is computed based on the weighted average
number of shares of common stock outstanding during the period.
<PAGE> 25
Rexford, Inc.
(A Development Stage Company)
Notes to Financial Statements
Continued
1. Summary of Business and Significant Accounting Policies (Continued)
Use of Estimates
- ----------------
The preparation of the 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 revenue and the expenses during the
reporting period. Actual results could differ from those estimates.
2. Related Party Transactions
The Company's payable to related party consists of advances from certain
shareholders of the Company. The advances bear interest at 10% and are
expected to be satisfied within the current period.
3. Income Taxes
The benefit for income taxes is different than amounts which would be provided
by applying the statutory federal income tax rate to loss before provision for
income taxes for the following reasons:
Year Ended
September 30,
Cumulative
1998 1997 Amounts
---------- ---------- ----------
Income tax benefit at
statutory rate $ 15,000 $ 15,000 $ 1,000
Change in valuation allowance (15,000) (15,000) (1,000)
---------- ---------- ----------
$ - $ - $ -
========== ========== ==========
Deferred tax assets at September 30, 1998 and 1997 are comprised of the
following:
September 30,
1998 1997
---------- ----------
Operating loss carryforwards $ 67,000 $ 52,000
Valuation allowance (67,000) (52,000)
---------- ----------
$ - $ -
========== ==========
At September 30, 1998, the Company had net operating loss carryforwards of
approximately $198,000 available to offset future taxable income which begin
to expire in 2004. The amount of loss which may be used each year is limited
based on several factors which include changes in Company ownership, the fair
value of the Company and the federal discount rate.
No deferred tax assets have been provided for the tax benefit of loss
carryforwards due to uncertainty concerning their ultimate realization.
<PAGE> 26
Rexford, Inc.
(A Development Stage Company)
Notes to Financial Statements
Continued
4. Supplemental Disclosure of Cash Flow Information
During the year ended September 30, 1998 and 1997, the Company converted
$35,570 and $46,048 of advances and interest payable to an officer/shareholder
of the Company for 17,785,405 shares and 23,024,015 shares of common stock,
respectively.
During the year ended September 30, 1994, the Company converted $4,528 of
notes payable to officers of the Company for 2,000,000 shares of common stock.
No amounts were paid for interest and income taxes during the period ended
September 30, 1998 and 1997 and since October 1, 1992.
5. Fair Value of Financial Instruments
None of the Company's financial instruments are held for trading purposes. The
Company estimates that the fair value of all financial instruments at
September 30, 1998, does not differ materially from the aggregate carrying
values of its financial instruments recorded in the accompanying balance
sheet. The estimated fair value amounts have been determined by the Company
using available market information and appropriate valuation methodologies.
Considerable judgement is necessarily required in interpreting market data to
develop the estimates of fair value, and, accordingly, the estimates are not
necessarily indicative of the amount that the Company could realize in a
current market exchange.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-END> SEP-30-1998
<CASH> 226
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 226
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 226
<CURRENT-LIABILITIES> 11,056
<BONDS> 0
0
0
<COMMON> 187,927
<OTHER-SE> (198,757)
<TOTAL-LIABILITY-AND-EQUITY> 226
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 46,350
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (46,350)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (46,350)
<EPS-PRIMARY> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
