<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
(Mark One)
X Quarterly report under Section 13 or 15(d) of the Securities Exchange
- --- Act of 1934 For the quarterly period ended March 31, 1999
---------------
Transition report under Section 13 or 15(d) of the Exchange Act
- --- For the transition period from to
---------------- --------------
Commission File No. 333-70589
NEW COMMERCE BANCORP
--------------------
(Exact Name of Small Business Issuer as Specified in its Charter)
South Carolina 58-2403844
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(State of Incorporation) (I.R.S. Employer Identification No.)
One Five Fork Plaza Court, Simpsonville, South Carolina 29681
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(Address of Principal Executive Offices)
(864) 288-3337
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(Issuer's Telephone Number, Including Area Code)
Not Applicable
--------------
(Former Name, Former Address and Former Fiscal Year, if Changed
Since Last Report)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No
--- ---
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:
Two hundred thousand shares of common stock, par value $.01 per share,
were issued and outstanding as of May 10, 1999.
Transitional Small Business Disclosure Format (check one): Yes No X
--- ---
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NEW COMMERCE BANCORP
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEET
<TABLE>
<CAPTION>
ASSETS
MARCH 31,
1999
UNAUDITED
---------------
<S> <C>
Cash and cash equivalents 89,374
Interest-bearing deposits in banks 801,095
Land and Building 568,855
Premises and equipment 131,805
Deferred stock issue and organization costs 190,870
Option to purchase land 20,000
---------------
Total assets $ 1,801,999
===============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES $ 0
---------------
Commitments and Contingencies - See Note 2
STOCKHOLDERS' EQUITY
Common stock, $.01 par value, 10,000,000 shares authorized,
200,000 shares issued and outstanding $ 2,000
Additional paid-in-capital 1,998,000
Deficit accumulated during the development stage (198,001)
----------------
Total liabilities and stockholders' equity $ 1,801,999
===============
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
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NEW COMMERCE BANCORP
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
PERIOD FROM
FOR THE THREE INCEPTION (JULY 17,
MONTHS ENDED 1998) THROUGH
MARCH 31, 1999 MARCH 31, 1999
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<S> <C> <C>
REVENUES
Interest income $ 6,184 $ 6,184
-------------- -------------------
Total revenues 6,184 6,184
EXPENSES
Salaries and employee benefits 82,919 82,919
Occupancy and equipment expenses 6,638 18,783
Other operating expenses 68,104 102,483
-------------- -------------------
Total expenses 157,661 204,185
-------------- -------------------
Net loss $ (151,477) $ (198,001)
============== ===================
BASIC AND DILUTED LOSS PER
COMMON SHARE $ (0.76) $ (0.99)
============== ===================
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
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NEW COMMERCE BANCORP
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1999
<TABLE>
<CAPTION>
UNAUDITED
-----------
<S> <C>
OPERATING ACTIVITIES
Net loss $ (151,477)
Net cash used for operating activities (151,477)
-----------
INVESTING ACTIVITIES
Purchase of Land and Improvements (568,855)
Purchase of property and equipment (123,587)
Increase in deferred stock issue and organization costs (47,443)
Decrease in options to purchase land 19,800
-----------
Net cash used for investing activities (720,085)
Net decrease in cash (871,562)
CASH, BEGINNING OF PERIOD 1,762,031
-----------
CASH, END OF PERIOD $ 890,469
===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
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NEW COMMERCE BANCORP
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - NATURE OF BUSINESS AND BASIS OF PRESENTATION
BUSINESS ACTIVITY AND ORGANIZATION
New Commerce Bancorp (the "Company") was incorporated to operate as a
bank holding company pursuant to the Federal Bank Holding Company Act of 1956
and the South Carolina Bank Holding Company Act, and to purchase 100% of the
issued and outstanding stock of New Commerce Bank (the "Bank"), an association
to be organized under the laws of the United States, which will conduct a
general banking business in Simpsonville, South Carolina. The Bank's organizers
have filed a joint application with the Office of the Comptroller of the
Currency (the "OCC") and the Federal Deposit Insurance Corporation (the "FDIC")
to charter the proposed Bank and for FDIC insurance of the Bank's deposits. The
Company has received preliminary approval from the OCC, and has received
approval to become a bank holding company from the Federal Reserve Board (the
"FRB") and the South Carolina State Board of Financial Institutions (the "State
Board"). Upon obtaining all regulatory approval, the Company will be a
registered bank holding company subject to regulation by the FRB and the State
Board. The Company currently expects to receive all final approvals and open the
Bank for business in mid-May.
Since the inception, the Company has engaged in organizational and
preopening activities necessary to obtain regulatory approvals and to prepare to
commence business as a financial institution.
The Company is a development stage enterprise as defined by Statement
of Financial Accounting Standards No. 7, "Accounting and Reporting by
Development Stage Enterprises," as it devotes substantially all its efforts to
establishing a new business. The Company's planned principal operations have not
commenced and revenue has not been recognized from the planned principal
operations.
The Company has filed a Registration Statement on Form SB-2 with the
Securities and Exchange Commission offering for sale a minimum of 550,000 and a
maximum of 800,000 shares of the Company's common stock at $10 per share. As of
March 31, 1999 the Company had raised $581,000 through subscriptions for 58,100
shares of stock. As of May 10, 1999, the Company had raised in excess of $7
million with subscriptions for more than 700,000 shares of stock.
The offering period is scheduled to expire on June 30, 1999 and the
Company has reserved the right to extend it for further periods through February
1, 2000. The subscriptions are binding on subscribers and may not be revoked by
subscribers without the consent of the Company. No subscription proceeds will be
returned to subscribers unless the offering expires or is terminated by the
Company before the issuance of shares and release of subscription proceeds to
the Company. Subscribers will not have the right to receive interest on any
subscription proceeds that are returned.
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BASIS OF PRESENTATION
The accompanying financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-QSB. Accordingly, they do not include all
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the three-month
period ended March 31, 1999 are not necessarily indicative of the results that
may be expected for the year ending December 31, 1999. For further information,
refer to the financial statements and footnotes thereto included in the
Company's Registration Statement on Form SB-2 (Registration Number 333-70589) as
filed with and declared effective by the Securities and Exchange Commission.
NOTE 2 - COMMITMENTS AND CONTINGENCIES
The Company has established a $425,000 line of credit with a bank. This
line is uncollateralized and is guaranteed by the organizers, jointly and
severally. The line of credit bears interest at prime rate. No amounts are
outstanding on this line of credit as of March 31, 1999.
The Company has entered into a 12-month operating lease for a modular
unit to temporarily serve as its first branch office. The lease requires monthly
payments of approximately $3,100. The Company plans to construct a permanent
building by the conclusion of the lease term.
The Company entered into an employment agreement with its President and
Chief Executive Officer and Senior Vice President and Chief Financial Officer
that includes a three-year compensation term, bonus plan, and incentive program.
The agreements contain various termination clauses including abandonment of the
effort to organize the Bank.
PART I - FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
The following discussion contains forward-looking statements that
involve risks and uncertainties. The Company's actual results may differ
materially from the results discussed in the forward-looking statements, and the
Company's operating performance each quarter is subject to various risks and
uncertainties that are discussed in detail in the Company's filings with the
Securities and Exchange Commission, including the "Risk Factors" section in the
Company's Registration Statement on Form SB-2 (Registration Number 333-70589) as
filed with and declared effective by the Securities and Exchange Commission.
The Company's principal activities to date have related to its
organization, the conducting of its initial public offering, the pursuit of
approvals from the OCC for its application to charter the Bank, and the pursuit
of approvals from the FDIC for its application for insurance of the deposits of
the Bank. In February 1999, the Company received preliminary approval from the
OCC to charter the Bank. On March 10, 1999, the FDIC granted preliminary
approval of deposit insurance application for the Bank. The Company has filed
its application with the Federal Reserve to become a bank holding company.
At March 31, 1999, the Company had total assets of $1,802,000,
consisting principally of
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interest bearing deposits in other banks of $801,000 and land valued at
$568,855. The Company also has property and equipment of $132,000, and deferred
stock issue and organization costs of $191,000.
The Company had a net loss of $(151,477) for the three months ended
March 31, 1999. These losses resulted from expenses incurred in connection with
activities related to the organization of the Company and the Bank. These
activities included (without limitation) the preparation and filing of an
application with the OCC to charter the Bank, the preparation and filing of an
application with the FDIC to obtain insurance of the deposits of the Bank,
responding to questions and providing additional information to the OCC and the
FDIC in connection with the application process, the selling of the Company's
common stock in the offering, meetings and discussions among various organizers
regarding application information, target markets, and capitalization issues,
salaries and benefits, and planning and organizing for the opening of the Bank.
Because the Company is in the organizational stage, it has had no operations
from which to generate revenues.
Since the inception of the Company, all activities have consisted of
organizing the Company and Bank, obtaining all required regulatory approvals,
and selling stock subscriptions. All operations have been funded by proceeds
from the organizers original investment of $2,000,000. The Company intends to
devote the remainder of this fiscal year to completing the offering, completing
the organization of the Bank, organizing and developing the other business
activities of the Company and opening and operating the Bank. These
organizational activities will include, with respect to the Bank, completing all
required steps for final approval from the OCC for the Bank to open for
business, hiring qualified personnel to work in the various offices of the Bank,
conducting public relations activities on behalf of the Bank, developing
prospective business contacts for the Bank and the Company, and taking other
actions necessary for a successful bank opening. With respect to the Company,
these activities include the pursuit of approval from the Federal Reserve and
the State Board of Financial Institutions for its applications seeking approval
to become a bank holding company by acquiring all of the capital stock to be
issued by the Bank.
Once opened the Bank will offer a full range of commercial banking
services to individuals, and small business customers in its primary service
area. These services will include personal and business loans, checking
accounts, savings, and time certificates of deposit. The loans, transaction
accounts, and time certificates will be at rates competitive with those offered
in the Bank's primary service area. Customer deposits with the Bank will be
insured to the maximum extent provided by law through the FDIC. The Bank intends
to offer night depository and bank-by-mail services and to sell travelers checks
(issued by an independent entity) and cashiers checks. The Bank does not
anticipate offering trust and fiduciary services initially and will rely on
trust and fiduciary services offered by correspondent banks until the Bank
determines that it is profitable to offer such services directly.
Initially, the Bank anticipates deriving its income principally from
interest charged on loans and, to a lesser extent, from interest earned on
investments, from fees received in connection with the origination of loans, and
from other services. The Bank's principal expenses are anticipated to be
interest expense on deposits and operating expenses.
Following the offering, management believes the Company and the Bank
can satisfy future cash requirements indefinitely, and will not have to raise
additional capital during the first twelve months of operations. The Bank
intends to accept deposits and make loans and investments in accordance with an
asset and liability management framework that emphasizes appropriate levels of
liquidity and interest rate risk.
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Currently, the Company has 6 employees and expects this number to
increase to approximately 13 by the end of 1999.
CAPABILITY OF DATA PROCESSING SOFTWARE TO ACCOMMODATE THE YEAR 2000
Like many financial institutions, we rely on computers to conduct our
business and information systems processing. Industry experts are concerned that
on January 1, 2000, some computers may not be able to interpret the new year
properly, causing computer malfunctions. As described in more detail below, we
have developed and are executing a plan to insure that our computer and
telecommunication systems do not have these year 2000 problems and we do not
anticipate that the year 2000 issue will materially impact our business or
operations. We will rely on third party vendors to supply our computer and
telecommunication systems and other office equipment, and we will also rely on a
third party to process our data and account information. Because we are a new
business, we have the ability to choose only those vendors who are ready for the
year 2000, and therefore will not have to address problems in older systems.
After our systems and equipment have been selected and installed, we will
continue to monitor this situation up to and through the century change.
Although we believe we have addressed the year 2000 issue, we cannot be entirely
sure that the year 2000 will not have any adverse effect on the Bank.
We have prepared a comprehensive year 2000 plan to monitor and insure
the year 2000 compliance of our third party vendors of computer and
telecommunication systems, data processing services, and other office equipment.
We have budgeted $12,000 for the execution of this plan and the plan calls for
us to have all systems in place and be fully year 2000 compliant by August 30,
1999, although the plan calls for us to continue to monitor the situation
through the end of the year and beyond. We are executing this plan under the
supervision of our chief financial officer and vice president of operations,
with oversight from our board of directors. Under the plan, we will investigate
the year 2000 readiness of each vendor, review year 2000 testing completed by
each vendor, test our own systems if necessary and reasonable, and require
comprehensive year 2000 warranties from each vendor. Our investigation of each
vendor will primarily consist of requesting and reviewing its year 2000 test
results.
Jack Henry & Associates, Inc. will provide our mission critical
computer software and data processing services. Jack Henry is a well-established
company and provides computer systems and data processing services to hundreds
of financial institutions throughout the United States. Jack Henry is currently
in the process of testing its systems for year 2000 issues. Rather than test all
of its customers individually, Jack Henry, like other vendors, is testing its
systems on selected financial institutions which run its systems under a variety
of conditions and configurations. The purpose of this selective testing is to
avoid the prohibitive cost and expense of testing every installed system, while
still providing a high level of comfort that its systems will perform under all
conditions. We have investigated the possibility of participating directly in
these tests, but will not be able to because these tests will be completed
before our system is installed. Jack Henry has completed most of the testing of
the systems we will be using. We have reviewed the methods and results of this
testing and are satisfied that the tested systems are similar to ours and that
the Jack Henry systems will function as intended on all critical year 2000
related dates. The Jack Henry system will include interfaces to other systems
provided by other vendors, such as our ATM hardware. Jack Henry is in the
process of testing these interfaces and will provide the results of these tests
to us as soon as they are complete. We expect to have all of these test results
prior to June 30, 1999.
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<PAGE> 9
Our year 2000 plan extends to our other less critical vendors as well,
including our vendors for ATM hardware, telephone systems, credit card
processors, and suppliers of office equipment such as copy and fax machines.
Under our plan, we are reviewing the test results, assurances and warranties of
all of these vendors, and will be satisfied that all systems provided are year
2000 compliant before the end of August 1999. Based on our review of our
vendor's systems and year 2000 testing results to date, we do not believe that
any of them will have any significant year 2000 problems. The Office of the
Comptroller of the Currency and the FDIC are also monitoring the year 2000
readiness of the banking industry.
Our agreements with each of our vendors, including Jack Henry, do and
will include contractual assurances and warranties regarding year 2000
compliance. Some of these warranties are limited by disclaimers of liability
which specifically exclude special, incidental, indirect, and consequential
damages. These limitations could limit our ability to obtain recourse against a
vendor who is not year 2000 compliant by excluding damages for things such as
lost profits and customer lawsuits. We are also in the process of evaluating our
worst case scenario and developing contingency plans in case year 2000 issues do
arise. Based on the information currently available, we do not believe that we
have much year 2000 exposure and believe that we will be able to continue to
operate the business if one or more of our vendors experience unanticipated year
2000 problems, although we cannot be sure.
Our customers may also have year 2000 issues. Such issues could disrupt
certain businesses with high year 2000 risk and affect their deposit balances
and their ability to repay their loans. We intend to review each customer's
exposure and assess year 2000 readiness through year 2000 surveys. For those
customers with high credit risk and high potential exposure, we may require more
substantial proof of year 2000 compliance. Although these surveys will be
helpful, it would be very difficult for us to accurately assess the year 2000
readiness of any particular borrower or depositor. Additionally, there may be a
higher than usual demand for liquidity immediately prior to the century change
due to deposit withdrawals by customers concerned about year 2000 issues. To
address this possible demand, we plan to have a higher percentage of our
investment portfolio in readily accessible funds during this time frame.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
There are no material pending legal proceedings to which the Company or
any of its subsidiaries is a party or of which any of their property is the
subject.
ITEM 2. CHANGES IN SECURITIES.
(a) Not applicable.
(b) Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There were no matters submitted to security holders for a vote during
the three months ended March 31, 1999.
ITEM 5. OTHER INFORMATION.
None.
<TABLE>
<S> <C>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
3.1. *Articles of Incorporation, as amended
3.2. *Bylaws
4.1. *See Exhibits 3.1 and 3.2 for provisions in New Commerce BanCorp's Articles of
Incorporation and Bylaws defining the rights of holders of the common stock
4.2. *Form of certificate of common stock
10.1. *Employment Agreement dated August 1, 1998 between New Commerce BanCorp and
James D. Stewart
10.2. *Agreement to Buy and Sell dated January 4, 1999, between New Commerce BanCorp,
as buyer, and The Bess G. Kirkland Trust, as seller
10.3. *Agreement to Buy and Sell dated September 30, 1998 between New Commerce
BanCorp, as buyer, and Stephen M. Young and Lewis P. Young, Trustees of Wilbert
Burial Vault, Inc., Profit Sharing Plan, as seller
10.4 *Agreement to Buy and Sell dated October 26, 1998, between New Commerce
BanCorp, as buyer, and Hawkins Development Corporation, as seller
10.5 *Sales Agency Agreement dated December 11, 1998 between New Commerce BanCorp
and J.C. Bradford & Co.
10.6 *Escrow Agreement dated October 27, 1998 between New Commerce BanCorp and
The Bankers Bank
10.7 *Data Processing Services Agreement and Contract Modification dated December 1,
1998 between New Commerce BanCorp and Jack Henry & Associates, Inc.
10.8 *Form of Stock Warrant Agreement
10.9 *Employment Agreement dated January 29,1999 between New Commerce BanCorp
and Paula S. King.
27.1 Financial Data Schedule (for electronic filing purposes)
</TABLE>
- -------------------------------------
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*Incorporated by reference to the Company's Registration Statement on Form SB-2,
File No. 333-70589.
(b) Reports on Form 8-K.
There were no reports on Form 8-K filed by the Company during the
quarter ended March 31, 1999.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act"), the registrant caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
NEW COMMERCE BANCORP
Date: May 14, 1999 By: /s/ James D. Stewart
-------------------- ----------------------------------------
James D. Stewart
President and Chief Executive Officer
Date: May 14, 1999 By: /s/ Paula S. King
------------------- ----------------------------------------
Paula S. King
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
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<S> <C>
3.1. *Articles of Incorporation, as amended
3.2. *Bylaws
4.1. *See Exhibits 3.1 and 3.2 for provisions in New Commerce BanCorp's Articles of
Incorporation and Bylaws defining the rights of holders of the common stock
4.2. *Form of certificate of common stock
10.1. *Employment Agreement dated August 1, 1998 between New Commerce BanCorp and
James D. Stewart
10.2. *Agreement to Buy and Sell dated January 4, 1999, between New Commerce BanCorp,
as buyer, and The Bess G. Kirkland Trust, as seller
10.3. *Agreement to Buy and Sell dated September 30, 1998 between New Commerce
BanCorp, as buyer, and Stephen M. Young and Lewis P. Young, Trustees of Wilbert
Burial Vault, Inc., Profit Sharing Plan, as seller
10.4 *Agreement to Buy and Sell dated October 26, 1998, between New Commerce BanCorp,
as buyer, and Hawkins Development Corporation, as seller
10.5 *Sales Agency Agreement dated December 11, 1998 between New Commerce BanCorp
and J.C. Bradford & Co.
10.6 *Escrow Agreement dated October 27, 1998 between New Commerce BanCorp and
The Bankers Bank
10.7 *Data Processing Services Agreement and Contract Modification dated December 1,
1998 between New Commerce BanCorp and Jack Henry & Associates, Inc.
10.8 *Form of Stock Warrant Agreement
10.9 *Employment Agreement dated January 29,1999 between New Commerce BanCorp
and Paula S. King.
27.1 Financial Data Schedule (for electronic filing purposes)
</TABLE>
- -------------------------------------
*Incorporated by reference to the Company's Registration Statement on Form SB-2,
File No. 333-70589
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<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM NEW COMMERCE
BANCORP UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED MARCH 31, 1999 AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCES TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 89,374
<INT-BEARING-DEPOSITS> 801,095
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 0
<ALLOWANCE> 0
<TOTAL-ASSETS> 1,801,999
<DEPOSITS> 0
<SHORT-TERM> 0
<LIABILITIES-OTHER> 0
<LONG-TERM> 0
0
0
<COMMON> 2,000
<OTHER-SE> (1,799,999)
<TOTAL-LIABILITIES-AND-EQUITY> 1,801,999
<INTEREST-LOAN> 0
<INTEREST-INVEST> 0
<INTEREST-OTHER> 6,184
<INTEREST-TOTAL> 6,184
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 0
<INTEREST-INCOME-NET> (0)
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 157,661
<INCOME-PRETAX> (151,477)
<INCOME-PRE-EXTRAORDINARY> (151,477)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (151,477)
<EPS-PRIMARY> (.76)
<EPS-DILUTED> (.76)
<YIELD-ACTUAL> 0
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 0
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 0
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
