<PAGE> 1
- -----------------------------------------------------------------
- -----------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
----------------------------------
FORM 10-Q
[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1999.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from: __________ to ___________.
----------------------------------------------
Commission file number 0-26909
----------------------------------------------
REWARD ENTERPRISES INC.
(Exact name of Registrant as specified in its charter.)
NEVADA Applied For
(State of other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
500 Miller Road
Richmond, British Columbia V7B 1Y3
(Address of principal executive offices, including zip code.)
(604) 275-6519
Registrant's telephone number, including area code.
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Act of
1934 during the preceding 12 months (or for such shorter period that
the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Not subject
to filing until ____________, 1999.
YES [ x ] NO [ ]
The number of shares outstanding of the Registrant's Common Stock,
$0.01 par value per share, at December 31, 1999 was 2,715,000 shares.
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
<PAGE> 2
REWARD ENTERPRISES, INC.
(A Development Stage Company)
BALANCE SHEETS
<TABLE>
<CAPTION>
Dec 31, June 30,
1999 1999
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 33,367 $ 102,614
--------- ---------
TOTAL CURRENT ASSETS 33,367 102,614
PROPERTY AND EQUIPMENT
Computer hardware 9,985 8,665
Website 10,000 10,000
Software license 50,000 50,000
--------- ---------
TOTAL PROPERTY AND EQUIPMENT 69,985 68,665
--------- ---------
OTHER ASSETS
Investments 5,000 -
--------- ---------
TOTAL ASSETS $ 108,352 $ 171,279
========= =========
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 37,500 $ 72,500
Loans payable 3,600 -
--------- ---------
TOTAL CURRENT LIABILITIES 41,100 72,500
--------- ---------
TOTAL LIABILITIES 41,100 72,500
--------- ---------
COMMITMENTS AND CONTINGENCIES - -
========= =========
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, 200,000,000 shares
authorized, $.01 par value; 2,715,000
and 1,000,000 shares issued and
outstanding, respectively 27,150 27,150
Additional paid-in capital 154,350 154,350
Subscriptions receivable - (10,000)
Accumulated deficit during
developmental stage (114,248) (72,506)
Accumulated other comprehensive income - (215)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 67,252 98,779
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 108,352 $ 171,279
========= =========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
1
<PAGE> 3
REWARD ENTERPRISES, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
<TABLE>
<CAPTION>
Period Year 12/12/97
Ended Ended (Inception)
Dec 30 June 30, Through
1999 1999 12/31/99
<S> <C> <C> <C>
R E V E N U E S $ - $ - $ -
--------- --------- ---------
E X P E N S E S
Consulting fees 7,500 47,500 65,000
Commissions - - -
Legal and professional
fees 16,919 10,000 26,919
Travel and entertainment 12,519 4,791 17,310
Office and administration 4,792 215 5,007
--------- --------- ---------
TOTAL OPERATING EXPENSES 41,730 62,506 114,236
--------- --------- ---------
NET LOSS FROM OPERATIONS (41,730) (62,506) 114,236
OTHER COMPREHENSIVE INCOME
Foreign currency
translation gain (loss) 204 (215) 11
--------- --------- ---------
COMPREHENSIVE LOSS $ (41,526) $ (62,721) 114,247
========= ========= =========
NET LOSS PER
COMMON SHARE $ (0.0154) $ (0.0437) $
========= ========= =========
WEIGHTED AVERAGE NUMBER
OF COMMON STOCK SHARES
OUTSTANDING 2,715,000 1,428,750
========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
2
<PAGE> 4
REWARD ENTERPRISES, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Common Stock
Additional
Number Paid-in Subscriptions
of Shares Amount Capital Receivable
<S> <C> <C> <C> <C>
Issuance of common
stock in April 1998:
for valued at
$.01 per share 1,000,000 $ 10,000 $ - $ (10,000)
Loss for year ending
June 30, 1998 - - - -
--------- -------- --------- ---------
Balance,
June 30, 1998 1,000,000 10,000 - (10,000)
Settlement of
subscriptions
receivable
Issuance of common
stock in May 1999
for cash at $0.01
per share 1,400,000 14,000 - -
Issuance of common
stock May 1999 for
cash at $0.50 per
share 315,000 3,150 154,350 -
Loss for year ending
June 30, 1999 - - - -
Foreign translation
gain (loss) - - - -
Loss for period ending
Dec 31, 1999
--------- -------- --------- ---------
Balance,
Dec 31, 1999 2,715,000 $ 27,150 $ 154,350 $ -
========= ======== ========= =========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
3-a
<PAGE> 5
REWARD ENTERPRISES, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Accumulated
Other Total
Accumulated Comprehensive Stockholders'
Deficit Income Equity
<S> <C> <C> <C>
Issuance of common stock
in April 1998: for valued
at $.01 per share $ - $ - $ -
Loss for year ending
June 30, 1998 (10,000) - (10,000)
---------- ------ ----------
Balance,
June 30, 1998 (10,000) - (10,000)
Settlement of subscriptions
receivable
Issuance of common
stock in May 1999 for
cash at $0.01 per share - - 14,000
Issuance of common stock
May 1999 for cash at
$0.50 per share - - 157,500
Loss for year ending
June 30, 1999 (62,506) - (62,506)
Foreign translation
gain (loss) - (215) (215)
Loss for period ending
Dec 31, 1999 (41,730) 204 (41,526)
---------- ------ ----------
Balance,
Dec 31, 1999 $ (114,236) $ (11) $ 67,253
========== ====== ==========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
3-b
<PAGE> 6
REWARD ENTERPRISES, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Period Year Dec 12, 1997
Ended Ended (Inception)
Dec 31, June 30, Though
1999 1999 Dec 31, 1999
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $ (41,730) $ (62,506) $ (104,236)
Adjustments to reconcile
net loss to net cash used
by operating activities:
Increase in:
Other assets (60,000) (60,000)
Loans payable 3,600 3,600
Accounts payable (25,000) 62,500 37,500
--------- --------- ----------
Net cash (used) in
operating activities (63,130) (60,006) (123,136)
--------- --------- ----------
Cash flows from investing
activities:
Purchase - other (5,000) (5,000)
Purchase of property
and equipment (1,320) (8,665) (9,985)
--------- --------- ----------
Net cash used in
investing activities (6,320) (8,665) (14,985)
Cash flows from financing
activities:
Issuance of stock - 171,500 171,500
--------- --------- ----------
Net increase in cash (69,450) 102,829 33,379
Foreign translation gain 204 (215) (11)
Cash,
beginning of period 102,614 - -
--------- --------- ----------
Cash, end of period $ 33,368 $ 102,614 $ 33,368
========= ========= ==========
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest
and income taxes:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
NON-CASH INVESTING AND FINANCING
Stock subscribed in
exchange for payables $ - $ 10,000 $ 10,000
</TABLE>
The accompanying notes are an integral part of these financial
statements.
4
<PAGE> 7
REWARD ENTERPRISES INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1999
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Reward Enterprises Inc., formerly Sports Entertainment (hereinafter
"the Company"), was incorporated in December 1997 under the laws of the
State of Nevada primarily for the purpose of offering interactive
online Internet entertainment and game playing. The name change to
Reward Enterprises Inc. was effective on July 28, 1998
The Company is in the development stage and as of December 31, 1999 had
not realized any significant revenues from its planned operations.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of Reward Enterprises
Inc. is presented to assist in understanding the Company's financial
statements. The financial statements and notes are representations of
the Company's management who are responsible for their integrity and
objectivity. These accounting policies conform to generally accepted
accounting principles and have been consistently applied in the
preparation of the financial statements.
Development Stage Activities
The Company has been in the development stage since its formation on
December 12, 1997. It is primarily engaged in internet entertainment
and game playing.
Going Concern
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern.
As shown in the accompanying financial statements, the Company incurred
a comprehensive net loss of $41,526 and $62,721 for the period ended
Dec 31, 1999 and the year ending June 30, 1999, respectively. The
Company, being a developmental stage enterprise, is currently putting
technology in place that will, if successful, mitigate these factors
that raise substantial doubt about the Company's ability to continue as
a going concern. The financial statements do not include any
adjustments relating to the recoverability and classification of
recorded assets, or the amounts and classification of liabilities that
might be necessary in the event the Company cannot continue in
existence.
Management has established plans designed to create sales of the
Company's products. Management intends to seek new capital from new
equity securities issuances that will provide funds needed to increase
liquidity, fund internal growth and fully implement its business plan.
Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting, with a year-end of June 30.
5
<PAGE> 8
REWARD ENTERPRISES INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1999
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Loss Per share
Loss per share was computed by dividing the net loss by the weighted
average number of shares outstanding during the period. The weighted
average number of shares was calculated by taking the number of shares
outstanding and weighting them by the amount of time that they were
outstanding. Stock options, which would be antidilutive, were not used
in the calculation of loss per share.
Cash and Cash Equivalents
For purposes of the Statement of Cash Flows, the Company considers all
short-term debt securities purchased with a maturity of three months or
less to be cash equivalents.
Provision for Taxes
At Dec 31, 1999, the Company had a net operating loss of approximately
$41,000. No provision for taxes or tax benefit has been reported in
the financial statements, as there is not a measurable means of
assessing future profits or losses.
Use of Estimates
The process of preparing financial statements in conformity with
generally accepted accounting principles requires the use of estimates
and assumptions regarding certain types of assets, liabilities,
revenues, and expenses. Such estimates primarily relate to unsettled
transactions and events as of the date of the financial statements.
Accordingly, upon settlement, actual results may differ from estimated
amounts.
Impaired Asset Policy
The Company evaluates the recoverability of property and equipment and
intangible assets when events and circumstances indicate that such
assets might be impaired. The Company determines impairment by
comparing the undiscounted future cash flows estimated to be generated
by these assets to their respective carrying amounts.
Year 2000
The Company, like other firms, could be adversely affected if the
computer systems used by it, its suppliers or customers do not properly
process and calculate date-related information and data from the period
surrounding and including January 1, 2000. This is commonly known as
the "Year 2000" issue. Additionally, this issue could impact
non-computer systems and devices such as production equipment. At this
time, because of the complexities involved in the issue, management
cannot provide assurances that the Year 2000 issue will not have an
impact on the Company's operations.
The Company has reviewed its technology, including software and
hardware, and has determined that there will be no adverse effects to
the Company's operation regarding Year 2000 issues. Management also
believes that Year 2000 issues should not adversely affect the ability
of its clients and customers to conduct business with the Company. Any
costs associated with Year 2000 compliance are expensed when incurred.
6
<PAGE> 9
REWARD ENTERPRISES INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1999
NOTE 3 - PROPERTY AND EQUIPMENT
Property and equipment are stated at cost. Depreciation and
amortization are provided using the straight line method over the
estimated useful lives of the assets. The useful lives of property,
plant and equipment for purposes of computing depreciation and
amortization are five to seven years. The following is a summary of
property and equipment.
Cost
Computers $ 9,985
Website 10,000
Software license 50,000
--------
$ 69,985
========
No depreciation or amortization expense has been recognized for the
period ended Dec 31, 1999 and the year ending June 30, 1999 because the
assets were not placed in service.
NOTE 4 - INTANGIBLE ASSETS
The Company has capitalized $60,000 which is the contractual cost of
the website and software license purchased from an independent
supplier. No portion of this software-acquired at June 30, 1999-was
internally developed and, accordingly, there are no internal costs
associated with this software which were charged to research and
development. Consistent with SOP 98-1, the costs of this
software-which was purchased solely for internal use and will not be
marketed externally-have been capitalized.
NOTE 5 - COMMON STOCK
Upon incorporation, subscriptions for 10,000,000 shares of common stock
were issued at $.001 per share for $10,000. In July 1999, the Board of
Directors authorized a 1 for 10 reverse stock split. This decreased
the number of issued and outstanding shares to 1,000,000 and increased
the par value of the stock to $0.01 per share. A second share issuance
Under Regulation D, Rule 504, was for 1,400,000 common shares at $.01
and 315,000 common shares at $0.50 per share for total proceeds of
$171,500.
At June 30, 1999 and 1998, $10,000 in stock subscriptions were
receivable and subsequently this amount was settled.
NOTE 6-STOCK OPTIONS
In September 1998, the Company adopted the Reward Enterprises Inc. 1999
Directors and Officers Stock Option Plan, a non-qualified plan. This
plan allows the Company to distribute up to 2,000,000 shares of common
stock to officers, directors, employees and consultants through the
authorization of the Company's Board of Directors.
7
<PAGE> 10
REWARD ENTERPRISES INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1999
NOTE 6-STOCK OPTIONS (CONTINUED)
During 1999, under Rule 701, the Company issued 2,500,000 common stock
options for the services of consultants. The options issued include
negotiation rights and begin vesting in June 1999, with 25% of the
eligible shares vesting each year until the recipients are fully vested
in their shares. The Company entered into consulting agreements with
three directors of the Company. Two of the consultants will receive
$5,000 per month and 500,000 common stock options exercisable at $0.10
per share and 500,000 common stock options exercisable at $0.25 per
share. One director will receive $2,500 per month and 250,000 common
stock options exercisable at $.10 per share and 250,000 common stock
options exercisable at 0.25 per share. All options related to these
agreements expire June 30, 2010. See Note 7.
The fair value of each option granted is estimated on the grant date
using the Black-Scholes Option Price Calculation. The following
assumptions were made in estimating fair value: Risk-free interest
rate of 5% and expected life of ten years.
Following is a summary of the stock options during 1998 and 1999:
Weighted
Number Average
of Exercise
Shares Price
[S] [C] [C]
Outstanding at 6-30-98 - -
========= =======
Granted 1,250,000 $ 0.10
Granted 1,250,000 $ 0.25
Exercised - $ -
Forfeited - $ -
--------- -------
Outstanding at 6-30-99 2,500,000 $ 0.18
Options exercisable at 6-30-99 2,500,000 $ 0.18
========= =======
Weighted average fair value
of options granted during 1999 $ 0.18
=========
NOTE 7 - RELATED PARTIES
Certain consultants who received common stock options under the
Company's non-qualified stock option plan are the Company's directors
and stockholders. (See Note 6). An associate of a director of the
Company provides office space to the Company at no charge. The value
of this space is not considered significant.
8
<PAGE> 11
REWARD ENTERPRISES INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1999
NOTE 8 - COMMITMENTS AND CONTINGENCIES
Database Development
The Company's purchase commitment for services to develop a website at
Dec 31, 1999 totaled $10,000, of which $5,000 was paid in 1999. As of
Dec 31, 1999 the Company considered that the majority of the services
contracted for were payable and accrued the balance owing of $5,000 as
part of accounts payable.
Software License Agreement
The Company's purchase commitment for a software license agreement at
Dec 31, 1999 totaled $50,000 of which $20,000 was paid in 1999. As of
Dec 31, 1999 the Company considered the contract payable and accrued
the balance of $30,000 as part of accounts payable.
As further consideration for the rights granted under the software
license, the licensee, Reward Enterprises, Inc., will pay a royalty
calculated at 30% of gross revenue until aggregate royalty payments of
$100,000 have been paid. After the $100,000 has been paid, the royalty
rate will be reduced to 20% of gross revenue until an aggregate
$1,000,000 has been paid and, thereafter, royalty payments will be 15%
of gross revenue for the balance of the term of the agreement. The
term of the agreement is two years with an option to renew for another
two years. Royalty payments begin at the end of the first month after
the Company is no longer considered to be in the development stage.
NOTE 9 - CONCENTRATIONS
The Company maintains all of its cash accounts at a single financial
institution located in Delta, British Columbia, Canada.
NOTE 10 - TRANSLATION OF FOREIGN CURRENCY
The Company has adopted Financial Accounting Standard No. 52. Foreign
currency translation resulted in an aggregate exchange gain of $204 for
the period ended Dec 31, 1999. The Company recorded this transaction
in the Statement of Stockholders' Equity.
NOTE 11 - SUBSEQUENT EVENTS
On July 22, 1999, the Company incorporated a subsidiary in Nevis,
Eastern Caribbean under the name Reward Nevis Group, Inc. The shares
are held by another subsidiary, Reward International Group Ltd,, a
Bermudian company, which was incorporated August 6, 1999. Reward
International Group Ltd. is wholly owned by Reward Enterprises, Inc.
9
<PAGE> 12
MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION.
THE FOLLOWING ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL
CONDITION OF THE COMPANY FOR THE PERIOD ENDING DECEMBER 31, 1999 SHOULD
BE READ IN CONJUNCTION WITH THE CONSOLIDATED FINANCIAL STATEMENTS,
INCLUDING THE NOTES THERETO, OF THE COMPANY CONTAINED ELSEWHERE IN THIS
FORM 10-QSB
OVERVIEW
Reward Enterprises, Inc. (the "Company") was incorporated in April
1998 as Sports Entertainment Productions Inc. to pursue opportunities
around the world in the Internet based entertainment industry. The name
was changed to Reward Enterprises, Inc in July 1998. The Company has
two subsidiary companies, Reward International Group Ltd, a Bermuda
corporation, and Reward Nevis Group, Inc., a Nevis based corporation.
Its main objective is to develop a profitable "Entertainment Mail"
through an e-commerce secure "Portal." Entertainment options offered
will be videos, CDs, virtual casino-style games, free bingo and dice,
and specialty and interactive video games. The general entertainment
and e-commerce components will be marketed to the whole world while the
gaming related options will focus on Asia, Europe, Australia and South
America.
On June 15, 1999, Reward Nevis Group, Inc, a wholly owned
subsidiary of the Company entered into a non-exclusive software license
agreement with Chartwell Technologies Inc, of Laguna Hills, California
to acquire and development all software necessary to conduct the
Internet gaming activity and to handle all Internet cash transactions.
This software is customized and is a full service gaming system which
includes twelve casino games, a back-end administrative utility with
remote access, I.P. Tracking, e-commerce software and technical
support. The license is non-exclusive and is currently licensed to
others. The Company is restricted in the use of this technology and
cannot sublicense it to others. It is for a period of two years and has
provision for renewal for additional two years. The royalty payable is
15% of gross revenues generated. Pursuant to the agreement, $20,000 has
been paid to Chartwell to date and a further payment of $10,000 will be
made in the last quarter of 1999.
Through Reward Nevis Group, Inc, the Company will operate its Web
server from Belize and it will be administered from that location as
well. A contract has been executed with INet Global Ltd. to host and
secure the site. It is expected to be fully developed and operational
by January 2000.
Management of the Company is currently in the development stage of
its business and is in the process of completing further agreements to
implement its business plan. The Company plans to test the Web site
operating and software systems, including gaming, shopping and browsing
features, on-line ordering during the last quarter of 1999 and first
quarter of 2000. A limited launch phase is expected later in the year.
RESULTS OF OPERATIONS
There are no revenues in the quarter ending December 31, 1999 as
the Company has not as yet activated its web site.
<PAGE> 13
During the six month period ending December 31, 1999, the Company
incurred expenses of $41.730.
A summary of this is as follows:
Legal and Professional fees $ 16,919
Consulting fees 7,500
Travel and promotion 12,510
Other 4,792
--------
Total $ 41,735
========
The Company has carefully controlled its expenses to date, and
plans to complete a financing in the near future to provide necessary
funds required in its business plan anti to further develop its
business model.
The Company has no employees at the present time and engages
personnel through consulting agreements where necessary as well as
outside attorneys, accountants and technical consultants.
Cash on hand at December 31, 1999 was $33,367 and the Company
Company has sufficient funds to conduct its affairs.
LIQUIDITY AND CAPITAL RESOURCES
The Company has to date, financed its development stage by the
sale of common stock. At December 31, 1999, the. Company had 2,715,000
shares of common stock outstanding and had raised a total of $181,500.
At December 31, 1999 it had cash on hand of $33,367 and said cash
resources are maintained with a large Canadian financial institution.
The Company recognizes that it will need additional cash during
the next twelve months and will endeavor to obtain additional cash
through the sale of common stock. There is no assurance that the
Company will be able to obtain additional capital as required, or
obtain the capital on terms and conditions acceptable to it.
The Company has sufficient cash to finance its operations of this
stage of its development. Its liabilities relate to its software
license and website development.
YEAR 2000 COMPUTER SOFTWARE CONVERSION
All computer equipment owned by the Company has been acquired in
the past 12 months and is not considered to be a problem for Year 2000.
This assurance cannot be given for third party equipment for which the
Company has no control.
Since we have yet to acquire any technology in support of our
services, the planned acquisitions will most likely involve hardware
and software which is relatively new and therefore management does not
anticipate. that it will incur significant Operating expenses or he
required to invest heavily in computer systems improvements to be Year
2000 compliant.
While the Company is confident that its systems will be
compatible, no assurance can be given that this will not impact the
Company's results of operations.
<PAGE> 14
INFLATION
Inflation has not been a factor during the quarter ending December
31, 1999. While inflationary forces are moderately higher than early
1999, the actual inflation is immaterial and is not considered a factor
in any contemplated capital expenditure program.
EXHIBIT INDEX
Exhibit No. Description
27 Financial Data Schedule
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Dated this 14th day of February, 2000.
REWARD ENTERPRISES INC.
(the "Registrant")
BY: /s/ Robert Dinning
Robert Dinning, Secretary/Treasurer,
Chief Financial Officer and a Member of
the Board of Directors.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Statement of Financial Condition at Reward Enterprises, (Unaudited)
and the Consolidated Statement of Income for the six months ended December 31,
1999 (Unaudited) and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-3-2000
<PERIOD-END> DEC-31-1999
<CASH> 33,367
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 33,367
<PP&E> 69,985
<DEPRECIATION> 0
<TOTAL-ASSETS> 108,352
<CURRENT-LIABILITIES> 41,100
<BONDS> 0
0
0
<COMMON> 27,150
<OTHER-SE> 154,350
<TOTAL-LIABILITY-AND-EQUITY> 108,352
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 41,730
<LOSS-PROVISION> (204)
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (41,526)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (41,526)
<EPS-BASIC> .015
<EPS-DILUTED> .015
</TABLE>
