<PAGE> 1
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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 ending September 30, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 000-25515
PACIFIC CART SERVICES LTD.
(Exact name of registrant as specified in its charter)
NEVADA APPLIED FOR
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2501 Lansdowne Avenue
Saskatoon, Saskatchewan, Canada S7J 1H3
(Address of principal executive offices)
Registrant's telephone number including area code: (306) 343-5799
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common shares, $0.001 par value
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days.
Yes [ ] No [ x ], not subject to filing until May 10, 1999.
The number of common shares without par value outstanding on September
30, 1999 was 13,033,000 shares.
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<PAGE> 2
MOEN AND COMPANY
CHARTERED ACCOUNTANTS
PO Box 10129
1400 IBM Tower Telephone: (604)662-8899
701 West Georgia Street Fax: (604)662-8809
Vancouver, BC V7Y 1C6
INDEPENDENT AUDITORS' REPORT
To the Directors of
Pacific Cart Services Ltd. (A Nevada Corporation)
(A Development Stage Company)
We have audited the accompanying Balance Sheet of Pacific Cart Services
Ltd. (A Development Stage Company) as at September 30, 1999, and the
related Statement of Income, Retained Earnings (Deficit), Cash Flows
and Shareholders' Equity for the nine month period then ended. These
financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform an audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Pacific
Cart Services Ltd. (A Development Stage Company) as of September 30,
1999 and the results of its operations and Cash Flows for the nine
month period then ended in conformity with generally accepted
accounting principles.
Moen and Company
Chartered Accountants
Vancouver, British Columbia, Canada
November 1, 1999
1
<PAGE> 3
PACIFIC CART SERVICES LTD.
(A Nevada Corporation)
(A Development Stage Company)
Balance Sheet
September 30, 1999
(In U.S. Dollars)
ASSETS
<TABLE>
<S> <C>
Current Assets
Cash and short term investments $ 25,843
Advances for expenses 4,637
----------
30,480
Fixed Assets
Equipment at cost less accumulated depreciation 21,470
----------
$ 51,950
==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Note payable to shareholder, James Oste,
unsecured, non-interest bearing and not
subject to demand before March 15, 2000 $ 20,000
----------
Shareholders' Equity
Capital Stock (note 3)
Authorized:
100,000,000 common shares at $0.001 par value
Issued and fully paid
13,033,000 common shares at par value 13,033
Additional paid-in capital 593,617
Deferred compensation (361,501)
----------
245,149
Deficit, accumulated during the development stage (213,199)
----------
31,950
----------
$ 51,950
==========
</TABLE>
Approved on Behalf of the Board
"James Oste", Director
"David Glass", Director
"Robert J. Kinloch", Director
See Accompanying Notes and Independent Auditors' Report
2
<PAGE> 4
PACIFIC CART SERVICES LTD.
(A Nevada Corporation)
(A Development Stage Company)
Statement of Income
For the Nine Month Period Ended September 30, 1999
(In U.S. Dollars)
<TABLE>
<CAPTION>
Nine Months 27-Aug-98
Ended to
30-Sep-99 31-Dec-98
<S> <C> <C>
Administration Expenses
Accounting fees $ 2,250 $ 2,050
Acquisition administration fees 5,000 -
Amortization of deferred
compensation (note 8) 42,999 15,000
Consulting services 13,500 -
Depreciation 3,192 -
Investor relations 10,000 -
Legal expenses 24,728 20,152
Management fees 34,500 -
Merchandise design 1,650 -
Office expenses 4,391 733
Transfer agent and filing fees 1,479 1,000
Travel expenses 22,727 7,848
---------- ---------
Total administration expenses 166,416 46,783
---------- ---------
Net Loss for the Period $ (166,416) $ (46,783)
========== =========
Net Loss Per Common Share
Basic $ (0.01) $ (0.01)
Diluted $ (0.01) $ (0.01)
Average Number of Common Shares Outstanding
Basic 10,838,558 5,092,851
Diluted 10,838,558 5,092,851
PACIFIC CART SERVICES LTD.
(A Nevada Corporation)
(A Development Stage Company)
Statement of Retained Earnings (Deficit)
For the Nine Month Period Ended September 30, 1999
(In U.S. Dollars)
Nine Months 27-Aug-98
Ended to
30-Sep-99 31-Dec-98
Balance, beginning of period $ (46,783) $ -
Net Loss for the Period (166,416) (46,783)
----------- ---------
Retained Earnings (Deficit),
end of period $ (213,199) $ (46,783)
=========== =========
</TABLE>
See Accompanying Notes and Independent Auditors' Report
3
<PAGE> 5
PACIFIC CART SERVICES LTD.
(A Nevada Corporation)
(A Development Stage Company)
Statement of Cash Flows
For the Nine Month Period Ended September 30, 1999
(In U.S. Dollars)
<TABLE>
<CAPTION>
Nine Months 27-Aug-98
Ended to
30-Sep-99 31-Dec-98
<S> <C> <C>
Cash Provided by (Used for)
Operating Activities
Loss for the period $ (166,416) $ (46,783)
Shares issued for consulting services 10,000 -
Changes in non-cash working capital items
Advances for expenses (4,637)
Accounts payable (750) 750
Depreciation 3,192 -
Deferred compensation expenses 42,999 15,000
---------- ---------
(115,612) (31,033)
---------- ---------
Investing Activities
Purchase of equipment (24,662) -
---------- ---------
Financing Activities
Capital stock subscribed for cash 63,000 114,150
Note payable to shareholder - 20,000
Due to related parties (2,436) 2,436
---------- ---------
60,564 136,586
---------- ---------
Increase (Decrease) in Cash
During the Period (79,710) 105,553
Cash, Beginning of the Period 105,553 -
---------- ---------
Cash and short term investments,
End of the Period $ 25,843 $ 105,553
========== =========
</TABLE>
See Accompanying Notes and Independent Auditors' Report
4
<PAGE> 6
PACIFIC CART SERVICES LTD.
(A Nevada Corporation)
(A Development Stage Company)
Statement of Shareholders' Equity
For the Nine Month Period Ended September 30, 1999
and for the Period From August 27, 1998 (Date of Inception) to
September 30, 1999
(in U.S. Dollars)
<TABLE>
<CAPTION>
Price Number of Additional
Per Common par Paid-in
Share Shares Value Capital
<S> <C> <C> <C> <C>
10/05/98 Shares subscribed by
Director for cash
(note 7(b)) $0.05 5,000,000 $ 5,000 $ 245,000
01/05/98 Shares subscribed by
Director for finders'
fee (note 7(a)) $0.05 2,000,000 2,000 98,000
12/07/98 Shares subscribed by
private placement
for cash $0.05 1,283,000 1,283 62,867
Deferred compensation
Deferred compensation
amortization
Net loss for the period
--------- ------- ---------
Balance, December 31, 1988 8,283,000 8,283 405,867
02/02/99 Shares subscribed
by Director for
consulting services $0.05 250,000 250 12,250
02/03/99 Shares subscribed by
private placement
for cash $0.04 1,500,000 1,500 58,500
06/15/99 Shares subscribed
by stock option
exercised $0.04 3,000,000 3,000 117,000
Deferred compensation
Deferred compensation
amortized
Loss for the period
---------- -------- ---------
Balance, September 30, 1999 13,033,000 $ 13,033 $ 593,617
========== ======== =========
See Accompanying Notes and Independent Auditors' Report
5-a
<PAGE> 7
PACIFIC CART SERVICES LTD.
(A Nevada Corporation)
(A Development Stage Company)
Statement of Shareholders' Equity
For the Nine Month Period Ended September 30, 1999
and for the Period From August 27, 1998 (Date of Inception) to
September 30, 1999
(in U.S. Dollars)
Total Retained Total
Deferred Capital Earnings Sharesholders'
Compensation Stock (Deficit) Equity
<S> <C> <C> <C> <C>
10/05/98 Shares subscribed $ 250,000 $ 250,000
by Director for
cash (note 7(b))
01/05/98 Shares subscribed
by Director for
finders' fee
(note 7(a)) 100,000 100,000
12/07/98 Shares subscribed
by private placement
for cash 64,150 64,150
Deferred compensation (300,000) (300,000) (300,000)
Deferred compensation
amortization 15,000 15,000 15,000
Net loss for the period (46,783) (46,783)
---------- --------- --------- ---------
Balance, December 31, 1988 (285,000) 129,150 (46,783) 82,367
02/02/99 Shares subscribed
by Director for
consulting services 12,500 12,500
02/03/99 Shares subscribed
by private
placement for cash 60,000 60,000
06/15/99 Shares subscribed
by stock option
exercised (117,000) 3,000 3,000
Deferred compensation (2,500) (2,500) (2,500)
Deferred compensation
amortized 42,999 42,999 42,999
Loss for the period (166,416) (166,416)
--------- --------- --------- --------
Balance, September 30, 1999 $(361,501) $ 245,149 $(213,199) $ 31,950
========= ========= ========= ========
</TABLE>
See Accompanying Notes and Independent Auditors' Report
5-b
<PAGE> 8
PACIFIC CART SERVICES LTD.
(A NEVADA CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
September 30, 1999
(In U.S. Dollars)
Note 1. BUSINESS OPERATIONS
a) The Company was incorporated on August 27, 1998 under the Company
Act of the State of Nevada, U.S.A. to pursue opportunities in the
business of franchising fast food distributor systems.
b) The Company is considered to be a development stage enterprise as
its principal operations have not yet commenced and have not yet
produced revenue. The deficit has been accumulated in the
development stage.
c) The first fiscal year end of the Company was December 31, 1998.
Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) Administration Costs
Administration costs are written off to operations during the
period.
b) Translation of Foreign Currency
The accounts of the Company are translated into U.S. dollars on
the following basis:
- current assets and liabilities at the rate of exchange in
effect at the balance sheet date
- administration expenses at the average rate in effect during
the period
- non-current assets and liabilities at rates prevailing when
the transaction occurred
c) Basis of Presentation
These financial statements are prepared in accordance with United
States Generally Accepted Accounting Principles (GAAP).
d) Net Loss Per Share
Net loss per common share is computed by dividing net loss by the
weighted average number of shares outstanding during the period.
5. Depreciation of Fixed Assets
Depreciation is recorded on a straight line basis over five years
which is the estimated useful life.
September 30, 1999
At cost $ 24,622
Less: accumulated depreciation 3,192
---------
$ 21,470
=========
6
<PAGE> 9
PACIFIC CART SERVICES LTD
(A NEVADA CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
September 30, 1999
(In U.S. Dollars)
Note 3. CAPITAL STOCK
Cash consideration for common shares during the nine months ended
September 30, 1999 was $60,000 for the issuance of 1,500,000
common shares subscribed by private placement and $3,000 for the
subscription of stock options exercised for 3,000,000 common
shares These latter 3,000,000 common shares were not issued at
September 30, 1999. 250,000 common shares were issued to a
director for consulting services of $10,000.
Note 4. RELATED PARTY TRANSACTIONS:
a) Share subscription by director
The Company authorized the issue of 250,000 shares to David Glass,
a Director of the company, for consulting services. There is
additional compensation of $2,500 based on a value of $0.05 per
share. The compensation is amortized over a five year period as
outlined in note 8.
b) Management fees
Management fees for the nine month period ended September 30, 1999
total $34,500 representing $18,000 for James Oste and $16,500 for
Robert Kinloch.
c) Expenses paid by directors
Expenses incurred during the period by directors on behalf of the
Company are comprised of office expenses of $721, travel costs of
$4,951, legal expenses of $3,000, consulting services of $13,500
and purchase of equipment of $22,512, for total costs of $44,684.
The balance advanced as of September 30, 1999 is as follows:
James Oste, Chairman, President, Director $ 4,514
Robert Kinloch, Secretary, Director 123
-------
$ 4,637
=======
d) Agreement with Mister Tube Steak Canada Inc.
James Oste is President, Director and a shareholder of Mister Tube
Steak Canada Inc. as outlined in note 6 below.
e) Note payable - $20,000
The note payable of $20,000 is payable to James Oste. It is
unsecured and was initially not subject to demand before June 1,
1999; the latter date has been changed by letter dated March 15,
1999, to an earliest call date of March 15, 2000.
7
<PAGE> 10
PACIFIC CART SERVICES LTD
(A NEVADA CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
September 30, 1999
(In U.S. Dollars)
Note 5 INCOME TAXES
The Company has a loss for income tax purposes that may be carried
forward to be applied against future taxable income. The benefit of a
potential reduction in future income taxes has not been recorded as an
asset it is reduced by a valuation allowance.
Note 6 AGREEMENT WITH MISTER TUBE STEAK CANADA INC.
i) By agreement dated January 10, 1999 and signed on
January 26, 1999, between Mister Tube Steak Canada Inc.
("MTS") and Pacific Cart Services Ltd. ("PCS"), MTS
appointed PCS as its exclusive distributor for its
products in California and Washington State.
ii) The effective date of the agreement is February 1, 1999
for an initial period of five years.
iii) Products purchased by PCS from MTS represented by
equipment and food and dry goods are payable on a sixty
day basis.
iv) MTS will provide product liability insurance in the
amount of $2,000,000 CDN.
v) The term of the agreement is for five years unless
terminated earlier on consent of both parties. The
agreement shall automatically renew for successive two-
year periods, commencing on the fifth anniversary,
unless PCS provides 180 days prior written notice to MTS
of its intent not to renew. MTS shall have the right to
cancel this agreement on the fifth anniversary and
second anniversary of any subsequent renewal upon not
less than 180 days prior written notice to PCS.
vi) The agreement provides for reimbursement to PCS for
value of business and goodwill created by PCS if the
agreement is terminated by MTS for other than a default
or breach by PCS.
vii) If MTS intends to sell all or any part of its business
PCS shall have a first right of refusal.
viii) The agreement is not assignable as security or otherwise
by either party without the prior consent of the other.
ix) James Oste is President, Director and shareholder of
Mister Tube Steak Canada Inc.
NOTE 7 EMPLOYMENT AGREEMENTS
Employment agreements dated March 15, 1999 were entered into by the
Company for a five year period from January 1, 1999 to December 31,
2003, as follows:
8
<PAGE> 11
PACIFIC CART SERVICES LTD
(A NEVADA CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
September 30, 1999
(In U.S. Dollars)
NOTE 7 EMPLOYMENT AGREEMENTS (cont'd)
i) James Oste to be employed as President, Chief Executive
Officer and Director of the Company, commencing at
$24,000 per year.
ii) Robert Kinloch, to be employed as Executive Vice-
President, Chief Operating Officer, and Director of the
Company commencing at $22,000 per year.
iii) for both of the above agreements, subsequent year
compensation is to be negotiated prior to commencement
of a new year. Additional compensation is as follows:
- reimbursement of all out-of-pocket expenses payable or
incurred by the employee in connection with his duties
under the agreement
- all reasonable travelling expenses incurred by the
employee in the course of his duties
- six weeks paid vacation
- club membership not to exceed $1,000
- stock option package to be negotiated during the first
year of employment
Note 8 COMPENSATION/DEFERRED COMPENSATION
Shares have been issued that give rise to compensation expense. This
compensation is amortized over a five year period. Details of
compensation expense and deferred compensation are as follows:
<TABLE>
<CAPTION>
Deferred Compensation
Total Portion Expense
Compensation 9/30/99 12/31/98 9/30/99
<S> <C> <C> <C> <C>
a) 2,000,000 common shares
issued as a finder's fee
to Robert Kinloch, a
director and officer of
the Company at a price
of $0.05 per share $ 100,000 $ 80,750 $ 5,000 $ 14,250
b) 5,000,000 common shares
subscribed by James Oste,
a director and officer of
the Company at a cash
price of $0.01 per share
for a total of $50,000
giving rise to compensation
at $0.04 per share,
or $200,000 200,000 161,500 10,000 28,500
c) 250,000 common shares
issued for consulting
services to David Glass
at a price of $0.50 per
share 2,500 2,251 - 249
d) 3,000,000 common shares
exercised on stock
options 117,000 117,000 - -
--------- --------- -------- --------
$ 419,500 $ 361,501 $ 15,000 $ 42,999
========= ========= ======== ========
</TABLE>
<PAGE> 12
PACIFIC CART SERVICES LTD
(A NEVADA CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
September 30, 1999
(In U.S. Dollars)
Note 9 PENSION AND EMPLOYMENT LIABILITIES
The Company does not have any liabilities as at September 30, 1999 for
pension, post-employment benefits or postretirement benefits. The
Company does not have a pension plan.
Note 10 LETTER OF INTENT
Purchase of assets of Mr. Tube Steak Canada Inc.
By letter of intent dated August 25, 1999 Pacific Cart Services Ltd.
("Pacific") agreed with Mr. Tube Steak Canada Inc. ("Mr. Tube Steak")
to acquire the assets and undertaking of Mr. Tube Steak including
goodwill, equipment, trademarks, tradenames, intellectual property, and
inventory (hereinafter collectively referred to as "the assets").
Terms and conditions of the purchase are as follows:
a) Purchase price
Pacific will acquire all of the assets of Mr. Tube Steak for the
aggregate purchase price of $1,000,000 CDN (exclusive of GST), to
be payable by the issuance from treasury of common shares of
Pacific that have an equivalent aggregate market value of
$1,000,000 CDN, subject to approval of applicable securities
regulatory authorities and shareholder and corporate approval as
may be required.
b) Market value of shares
The market value and the number of shares to be issued will be
determined by utilizing the closing price of the common shares of
Pacific as traded on the NASDAQ Over the Counter Bulletin Board on
the most recent trading date preceding the closing date, or, if
the common shares did not trade on that date, then the most recent
preceding date on which the common shares traded shall be
utilized.
c) Closing date
Pacific and Mr. Tube Steak have agreed that the closing date shall
be thirty days after the special meeting of shareholders of Mr.
Tube Steak to be held on December 6, 1999, or at a subsequent date
to be mutually agreed.
d) Conditions precedent
The obligation of Pacific to proceed with and complete the
purchase is subject to the following conditions precedent:
10
<PAGE> 13
PACIFIC CART SERVICES LTD
(A NEVADA CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
September 30, 1999
(In U.S. Dollars)
Note 10 LETTER OF INTENT
i) receipt of all required approvals including any corporate,
regulatory or other such approvals that are required pursuant
to applicable securities laws:
ii) receipt of the approval of the shareholders of Mr. Tube
Steak, directors of Mr. Tube Steak and the directors of
Pacific;
1) completion and execution of the formal Purchase
Agreement.
e) Representations and Warranties
Mr. Tube Steak shall represent and warrant as of the Closing
Date, that the Assets are beneficially owned by Mr. Tube Steak,
with good and marketable title thereto, free and clear of all
liens, security interests, charges, encumbrances, and any rights
in favor of third parties whatsoever, and that no person or
other entity has any right or option or any right or privilege
capable of becoming an agreement or option for the purchase of
the assets.
f) Termination
This letter of intent may be terminated by Pacific on notice to
Mr. Tube Steak and the shareholders at any time prior to the
Closing Date, if Pacific is not satisfied in its sole
discretion, with the Conditions Precedent forming part of the
letter of intent. The parties agree that any agreements entered
into between them in order to give effect of the transactions
can be terminated by one party without cause and without giving
prior notice in the event that the other party breaches the
terms of any of such of agreements. The parties agree that any
agreements entered into between them in order to give effect to
the transactions can be terminated at any time by mutual
agreement of the parties.
g) Fees and expenses
Pacific shall pay to Mr. Tube Steak, upon the execution of the
letter of intent, the administration fee in the amount of Five
Thousand ($5,000) US (which has been paid). Apart from such
administration fees, the parties shall bear their own costs in
connection with the transactions contemplated in the letter of
intent including, without limitation, legal, accounting and
other professional fees.
11
<PAGE> 14
Managements Discussion and Analysis of Financial Condition and Results
of Operation
This Quarterly Report on Form 10-QSB contains certain forward-
looking statements (within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act if 1934)
regarding the Company and its business, financial condition, results of
operations and prospects. Words such as "expects," "anticipates,"
"intends," "plans," "believes," "seeks," estimates" and similar
expressions or variations of such words are intended to identify
forward-looking statements in this Report. Additionally, statements
concerning future matters such as the development of new services,
technology enhancements, purchase of equipment, credit arrangements,
possible changes in legislation and other statements regarding matters
that are not historical are forward looking statements.
On September 1, the Company announced its intention to purchase
the assets of Mr. Tube Steak Canada Inc. (MTS). Mr. Tube Steak is the
purveyor of Canada's premier hot dog program. The Company intends to
expand the concept into the United States and eventually
internationally. The assets of MTS will be held by the Company in a
wholly owned subsidiary corporation. The wholly owned subsidiary will
become our food service division and the company expects to expand this
business through growth and acquisition over the next few quarters.
The Company has identified five areas of expansion and is working
to establish an investment presence in each of those areas. Any
acquisitions will share the common characteristics of experienced,
competent management and the opportunity for rapid growth with the
application of capital.
The Company is in discussion with several groups to obtain equity
and debt financing. The company has inadequate cash to maintain
operations during the next twelve months. In order to meet its cash
requirements the Company will have to raise additional securities and
there is no assurance that it will be able to raise additional capital
through the sale of securities in the future. In the event that the
Company is unable to raise additional capital, it may have to suspend
or cease operations.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
EXHIBIT INDEX
Exhibit
No. Description.
27 Financial Data Schedule
<PAGE> 15
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 thereto duly authorized.
Dated this 19th day of November, 1999.
PACIFIC CART SERVICES LTD.
BY: /s/ Robert J. Kinloch
Robert J. Kinlock, Vice President,
Chief Operating Officer and member
of the Board of Directors
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Statement of Financial Condition at September 30, 1999 and the Statement of
Income for the nine months ended September 30, 1999 and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1999
<CASH> 25,843
<SECURITIES> 0
<RECEIVABLES> 4,637
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 30,480
<PP&E> 24,662
<DEPRECIATION> (3,192)
<TOTAL-ASSETS> 51,950
<CURRENT-LIABILITIES> 20,000
<BONDS> 0
0
0
<COMMON> 245,149
<OTHER-SE> (213,199)
<TOTAL-LIABILITY-AND-EQUITY> 51,950
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (166,416)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (166,416)
<INCOME-TAX> 0
<INCOME-CONTINUING> (166,146)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (166,416)
<EPS-BASIC> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
