<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
General Form for Registration of Securities
of Small Business Issuers Under Section 12(b)
or 12(g) of the Securities Act of 1934
Shaw International, Inc.
----------------------------------------------
(Name of Small Business Issuer in Its Charter)
Delaware 33-0850014
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
6025 South Eaton Lane, Littleton, Colorado 80123
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(Address of Principal Executive Offices) (ZIP Code)
(303) 798-2980
- ----------------------------------------------------
(Issuer's Telephone Number, Including Area Code)
Securities to be Registered under Section 12b of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
Securities to be Registered under Section 12(g) of the Act:
Common Stock
ITEM 1 DESCRIPTION OF BUSINESS
All financial information is current as of February 14, 2000. Other information
is current as of the date of filing.
General
Shaw International, Inc. ("the Company") was incorporated in the State of
Delaware on January 19, 1999. The Company is in the business of using current
technology for Environmental Safety Kits to be utilized in oil spills.
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The Issuer is in the process of researching environmentally safe alternatives
utilizing recyclable materials such as waste wood pellets, wood shavings and
other products that would improve absorbency
Mission
The mission of the Company is to create a profit by selling its Marine and
Trucking spill cleanup kits via wholesale and retail outlets as well as sales
people selected by the Company. The Company will strive to offer the most
effective, yet highly compact spill kits on the market, at a fair price.
Product
The Company initially intends to manufacture two types of spill kits - a
pleasure boat marine spill kit and a kit for commercial road transport
vehicles. The spill kits will be compact and effective against most oil
spills. They can be carried like a large duffle bag and labeled "Emergency
Spill Kit". Items in the kits include: environmentally safe and disposable
absorbent in bags, oil-only absorbent HD pads, waterproof gloves, bilge
cleaner, towels for absorbency, plugging compound for fuel tanks or vessel
exteriors, bags, brooms, shovel, etc. The Company believes with the tougher
environmental laws, the demand for this type of product will increase
dramatically.
Manufacturing
The products to be incorporated into the spill kits can be purchasd in large
quantities at cost saving levels for quantities. The space required to put
together the finished spill kits is modest and could be performed in a
500-600 sq. ft. warehouse. Sufficient space is available at present and the
decision to expand will be based on price and logistics. Proximity to Fed Ex
or Purolator location is important for ease of shipping.
The Company is negotiating with a large safety supply company to have the
carrying cases made up and labeled. This would allow purchase of the other
items as finished products and an assembly line technique for assembly of the
final product.
Marketing
The marketing plan includes making available the product in several holesale
suppliers' lines, to marinas, boat manufacturers and sales outlets as well as
fueling stations, bulk plants, and wholesale card locks (truck stops). Any
outlet which services the marine or trucking industry could potentially be a
supplier of this product.
The Company currently does not operate a website but plans to construct one
at a later date which would include charging ability via credit card for
purchases as well as an informational source.
It is strongly felt that this product or similar products will become a
legislated necessity at some point as environmental laws become more
stringent. The Company is positioning itself for this potentially expanding
industry.
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Competition
Although many spill kits are on the market, any that have been researched by
the Company appear to have inadequate amounts of materials for most emergency
situations, nor have they been custom designed for real spills and real
situations. The Company's kit contents have been determined by seasoned
professionals who have participated, organized and controlled real spill
cleanups.
The price of the kit will be approximately $95.00 complete. The cost of
manufacture including labor will be approximately 60.00 with a gross profit
of $35.00 per kit. These costs can be reduced with build up of volume. This
price is competitive with other products yet is more effective.
Suppliers
The suppliers of the components were selected on the basis of best price,
product and availability of materials which comprise the spill kits. At this
time there is an ample supply of the components and suppliers required for
these kits.
Governmental Regulations
The Company, to the best of its knowledge, knows of no government regulations
in regard to its product.
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
Plan of Operation
The Business Plan for the issuer over the next 12 months is to work the
Company toward production of two types of Spill Kits. The issuer plans to
rent warehouse space, order supplies in bulk from wholesale suppliers and
produce thefinished products for sale at outlets established during that
period. Supply costs will be streamlined during this period, as well as labor
cost. Financing will be arranged as required during this period. The Company
will attempt to raise the needed capital by the sale of its securities in
private placements.
At present there is no specific plan or timetable. It is anticipated that a
small 500-600 sq, ft, warehouse will be adequate to carry on the operation
over the next year of business. Accounts will be established with wholesale
suppliers to guarantee component supply for our production line. It is
anticipated that sales will grow in an orderly fashion over the next year. An
Internet website for sales and information is being considered but has not
been established or committed to at this time.
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ITEM 3. DESCRIPTION OF PROPERTY
The Company owns no real property. The Company is provided sufficient space
to due its present business by the president of the Company. In the near
future the Company will be looking for its own space. The Company expects to
have no problems finding the space it needs at prices that it can afford.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth certain information concerning the Common
Stock ownership as of February 25, 2000, of each officer, director and who is
Known to the Company as management or to be the beneficial owner of more than
five percent of the Company's Common Stock. As of February 25, 2000there
were 5,230,000 common shares outstanding.
Name and Address Amount and Nature of Percent Ownership
of Beneficial Owner Beneficial Ownership
Gary A. Stannell 5,000,000 (Direct) 96%
11540 95th Avenue
Delta, B.C.
Canada V4C 3T2
1. Unless otherwise indicated, the named party is believed to be the sole
investor and have voting control of the shares set forth in the above table.
Based on 5,230,000 outstanding shares on February 25, 2000.
ITEM 5 DIRECTORS EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS
A. The Directors and Officers of the Company, all of whose terms will expire
one year from their election, or at such a time as their successors shall be
elected and qualified are as follows:
<TABLE>
<CAPTION>
NAME AND ADDRESS AGE POSITION DATE ELECTED
<S> <C> <C> <C>
Gary A. Stannell 47 President, Secretary, 1/19/99
Treasurer & Director
Stewart A. Jackson 58 Director 1/19/99
</TABLE>
Resumes of the Directors and Officers of the Company are:
Gary A. Stannell has been a Director of the Company since January 19, 1999.
Between 1993 and 1995 he was employed by Autogas Propane Ltd. He was in
charge of merchandising and supply of products for the Provence of British
Columbia, Canada. Since 1995 Mr. Stannell has been President and CEO of
Stannell
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Petroleum Ltd.("Stannell Ltd"). Stannell Ltd is a supplier of Marine and
Aviation fuels. Stannell Ltd operates a truck stop and fueling facility at
the Vancouver International Airport located in Richmond, B.C., Canada.
Stannell has had 28 years in the petroleum industry with extensive experience
and training in cleanup and preparedness. Timely means to deal with spills is
of utmost importance and products at your disposal can effectively reduce the
impact on the environment and the safety of others. Such prompt action it is
believed would be considered Due Diligence by government entities and any
fines levied would be reduced or waived if these precautions had been
exercised.
Steward A. Jackson, Phd has been a Director of the Company since January 19,
1999. Since 1987 Dr. Jackson has been an independent consultant for the
mineral industry. Dr. Jackson has 37 years experience in the mineral
industry. Dr. Jackson earned his doctor's degree in Stratigraphy and
Economic Geology from the University of Alberta, Canada in 1969.
ITEM 6. EXECUTIVE COMPENSATION
A. None of the officers or directors receives or has received any
remuneration from the Company.
B. There is no annuity, pension or retirements benefit proposed to be paid to
officers, directors or employees of the Company in the event of retirement at
normal retirement date pursuant to any presently existing plan provided or
contributed to by the Company or any of its subsidiaries, if any.
C. No remuneration is proposed to be paid in the future directly or
indirectly by the Company to any officer or director under any plan which is
presently existing. No options have been granted. The Company has not decided
when and in what circumstances it will start paying officers and directors.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On January 19, 1999 the Company issued 5,000,000 shares of its common stock to
its president, Gary A. Stannell, for at total payment of $1,000.
ITEM 8. LEGAL PROCEEDINGS
None
ITEM 9. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Title of Class Number of Record Holders
Common 36
There is, as of the date of filing, no public market in any class of stock of
the Company.
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ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES
On January 19, 1999 the Company issued 5,000,000 shares of its common stock to
its president, Gary A. Stannell. The stock was issued in reliance on an
exemption from registration for non public offerings contained in section 4(2)
of the 1933 Securities Act as Amended.
Between February 18, 1999 and April 6, 1999 the Company sold 240,000 common
shares to 35 persons at $0.10 per share for a total of $23,000. The shares
were sold in reliance on an exemption from registration contained in
Regulation D(504).
ITEM 11. DESCRIPTION OF SECURITIES
The Company is authorized to issue 80,000,000 shares of Common Stock, par
value $0.0001 per share .As of February 25, 2000, the Company had outstanding
5,230,000 shares of Common Stock. All Common Shares are equal to each other
with respect to voting, and dividend rights, and subject to the rights of the
preferred shareholders. There are 20,000,000 shares of preferred par value
$0.0001, none of which are outstanding.
Special meetings of the Shareholders may be called by the officers, directors,
or upon the request of holders of at least ten percent of the outstanding
voting shares. Holders of Common Shares are entitled to one vote at any
meeting of the Shareholders for each Common Share they own as of the record
date. Fixed by the Board of Directors. At any meeting of Shareholders, a
majority of the outstanding Common Shares of the Company entitled to vote,
represented in person or by proxy, constitutes a quorum. A vote of the
majority of the Common Shares represented at a meeting will govern, even if
this is substantially less than a majority of the Common Shares outstanding.
Subject to the rights of the preferred shareholders described below, holders
of shares are entitled to receive such dividends as may be declared by the
Board of Directors out of funds legally available therefore, and upon
liquidation are entitled to participate pro rate in a distribution of assets
available for such a distribution to Shareholders. There are no conversion,
pre-emptive or other subscription rights or privileges with respect to any
share. Reference is made to the Certificate of Incorporation and Bylaws of the
Company as well as to the applicable statutes of the State of Delaware for a
more complete description of the rights and liabilities of holders of shares.
It should be noted that the Bylaws may be amended by the Board of Directors
without notice to the Shareholders.
Non-Cumulative Voting
The shares of the Company do not have cumulative voting rights, which means
that the holders of more than fifty percent of the Common Shares voting for
election of directors may elect all the directors if they choose to do so. In
such event, the holders of the remaining shares aggregating less than fifty
percent will not be able to elect directors.
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"Penny Stock"
The Securities and Exchange commission has adopted rule 15g-9 which
established the definition of a "penny stock", for the purposes relevant to
the Company, as any equity security that has a market price of less than $5.00
per share or with an exercise price of less than $5.00 per share, subject to
certain exceptions. For any transaction involving a penny stock, unless
exempt, the rules require:
(1) that a broker or dealer approve a person's account for transactions in
penny stocks: and (ii) the broker or dealer receive from the investor a
written agreement to the transaction, setting forth the identity and quantity
of the penny stock to be purchased. In order to approve a person's account for
transactions in penny stocks, the broker or dealer must (i) obtain financial
information and investment experience objectives of the person; and (ii) makea
reasonable determination that the transactions in penny stocks are suitable
for that person and the person has sufficient knowledge and experience in
financial matters to be capable of evaluating the risks of transactions in
penny stocks. The broker or dealer must also deliver, prior to any transaction
in a penny stock, a disclosure schedule prepared by the Commission relating to
the penny stock market, which, in highlight form, (i) sets forth the basis on
which the broker or dealer made the suitability determination; and (ii) that
the broker or dealer received a signed, written agreement from the investor
prior to the transaction. Disclosure also has to be made about the risks of
investing in penny stocks both public offerings and in secondary trading
and about the commissions payable to both the broker-dealer and the registered
representative, current quotations for the securities and the rights and
remedies available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and information on
the limited market in penny stocks.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Indemnification of directors and officers is as provided by the general
corporate law of the state of Delaware. There are no specific provisions in
either the articles or the bylaws.
ITEM 13. FINANCIAL STATEMENTS
Audited Financial Statements to February 14, 2000.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURES
None.
PAGE 9
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
a). Audited Financial Statements.
b) 3.1 Articles of Incorporation
3.2 By-Laws
11.1 Computation of per share earnings
27.1 Financial Data Schedule
a). Audited Financial Statements.
SHAW INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
February 14, 1999
December 31, 1999
TABLE OF CONTENTS
INDEPENDENT AUDITORS REPORT 1
BALANCE SHEET 2
STATEMENT OF OPERATIONS 3
STATEMENT OF STOCKHOLDERS' EQUITY 4
STATEMENT OF CASH FLOWS 5
NOTES TO FINANCIAL STATEMENTS 6-7
<PAGE>
INDEPENDENT AUTITORS' REPORT
Board of Directors February 1, 2000
Shaw International, Inc.
Littleton, Colorado
I have audited the Balance Sheets of Shaw International, Inc. (A Development
Stage Company), as of February 14, 2000, and December 31, 1999, and the
related Statements of Operations, Stockholders' Equity and Cash Flows for the
period January 1, 2000, to February 14, 2000, and the period January 19,
1999, (inception) to December 31, 1999. These financial statements are the
responsibility of the Company's management. My responsibility is to express
an opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatements. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statemens.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides a
reasonable basis for my opinion.
In my opinion, the financial statements referred to the above present fairly,
in all material respects, the financial position of Shaw International, Inc.
(A Development Stage Company), as of February 14,2000, and December 31,1999,
and the results of is operations and cash flows for the period January 1,
2000, to February 14, 2000, and the period January 19, 1999, 9INCEPTION) to
December 31, 1999, 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 #3 to the financial
statements, the Company has had no operations and has no established source
of revenue. This rasis substantial doubt about its ability tocontinue as a
going concern. Management's plan in regard to these matters are also
described in Note #3. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
\\ Barry L. Friedman \\
Certified Public Accountant
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<PAGE>
SHAW INTERNATIONAL, IN
(A Development Stage Company)
BALANCE SHEET
ASSETS
<TABLE>
<CAPTION>
February December
14, 2000 31, 1999
<S> <C> <C>
CURRENT ASSETS
Cash $8,518 $ 10,193
------- ---------
TOTAL CURRENT ASSETS $8,518 $ 10,193
------- ----------
OTHER ASSETS $ 0 $ 0
------ ---------
TOTAL OTHER ASSETS $ 0 $ 0
------ ---------
TOTAL ASSETS $8,518 $ 10,193
------ ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES $ 0 $ 0
------ ----------
TOTAL CURRENT LIABILITIES $ 0 $ 0
------ ----------
STOCKHOLDERS' EQUITY
Preferred stock, $.0001 par value
authorized 20,000,000 shares
issued and outstanding at
February 14, 2000 - None $ 0
Common stock, $.0001 par value
authorized 80,000,000 shares;
issued and outstanding at
December 31, 1999-230,000 Shares $ 523
February 14, 2000 - 230,000 Shares 523
Additional paid-in capital 23,477 $23,477
Deficit accumulated during
developmental stage -15,482 -13,807
------ -------
TOTAL STOCKHOLDER'S EQUITY $ 8,518 $ 10,193
------ -------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 8,518 $ 10,193
======= ========
</TABLE>
The Accompanying notes are an integral part of these financial statements.
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<PAGE>
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
Jan 1, Jan. 19 Jan. 19,
Feb. 14, 1999 to (inception)
2000 Dec. 31, to Feb. 14,
1999 2000
<S> <C> <C> <C>
INCOME
Revenue
$ 0 $ 0 $ 0
EXPENSES
Accounting Expense $ 1,000 $ 1,000 $ 2,000
Bank Expense 0 17 17
Bookkeeping Expense 0 800 800
Consulting 0 500 500
Filing Fees 58 193 251
Legal Expense 0 3,500 3,500
Offering Expense 0 835 835
Office Expense 480 6,162 6,642
Transfer Fees 137 500 637
Travel 0 300 300
TOTAL EXPENSES $ 1,675 $ 13,807 $ 15,482
NET LOSS $ -1,675 $-13,807 $-15,482
Weighted average
number of common
shares outstanding 5,230,000 5,178,300 5,183,94
Net Loss
Per Share $ - .0003 $-.0027 $-.0030
The Accompanying notes are an integral part of these financial statements.
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</TABLE>
<PAGE>
STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Deficit
accumulated
during
Common Stock Additional development
Shares Amount paid-in capital stage
<S> <C> <C> <C> <C>
January 19, 1999
issued for cash 5,000,000 $ 500 $ 500 $ 0
April 7, 1999
issued from
sale of private 230,000 23 22,977
placement
(Note #1)
Net Loss,
January 19, 1999
(inception) to -13,807
December 31, 1999 -------- ---- ------- --------
=================================================
Balance
December 31, 1999 5,230,000 $ 523 $ 23,477 -13,807
Net Loss January
1, 2000 to
February 14, 2000 - 1,675
------------------------------------------------
Balance,
February 15, 2000 5,230,000 523 23,477 -15,482
-------------------------------------------------
</TABLE>
The Accompanying notes are an integral part of these financial statements.
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<PAGE>
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Jan. 19,
Jan 1, Jan. 19 1999
Feb. 14, 1999 to (inception)
2000 Dec. 31, to Feb. 14,
1999 2000
<S> <C> <C> <C>
Cash Flows from
Operating Activities
Net Loss $ -1,675 $-13,807 $-15,482
Changes in assets and
liabilities
Increase in current Liabilities 0 0 0
Cash Flows from
Operating Activities $-1,675 $-13,807 $ -15,482
Cash Flows from
Investing Activities 0 0 0
Cash Flows from
Financing Activities
Issuance of common stock for cash 0 +24,000 +24,000
Net Decrease in cash $ -1,675 $+10,193 $ +8,518
Cash, beginning of perio 10,193 0 0
Cash, end of period $ 8,518 $10,193 $8,518
</TABLE>
The Accompanying notes are an integral part of these financial statements.
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<PAGE>
NOTES TO FINANCIAL STATEMENTS
February 14, 2000, and December 31, 1999
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized January 19, 1999, under the laws of the State of
Delaware, as Shaw International, Inc. The Company has no operations and in
accordance with SFAS #7, the Company is considered a development stage
company.
On January 19, 1999, the Company issued 5,000,000 shares of it's $0.0001 par
value common stock for cash of $1,000.00.
On April 7, 1999, the Company completed a public offering that was offered
without registration under the Securities Act of 1933, as amended (The "Act"),
in reliance upon the exemption from registration afforded by sections 4(2) and
3(b) of the Securities Act and Regulation D promugateted thereunder. The
Company sold 230,000 shares of common stock at a price of $0.10 per share for
a total amount raised of $23,000.
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
Accounting policies and procedures have not been determined except as follows:
1. The Company uses the accrual method of accounting.
2. In April, 1998, the American Institute of Certified Public Accountant's
issued Statement of Position 98-5 ("SOP 98-5"), "Reporting on the Costs of
Start-Up Activities" which provides guidance on the financial reporting of
start-up costs and organization costs. It requires costs of start-up
activities and organization costs to be expensed as incurred. SOP 98-5 is
effective for fiscal years beginning after December 15, 1998, with initial
adoption reported as the cumulative effect of a change in accounting
principle.
3. Earnings per share is computed using the weighted average number of shares
of common stock outstanding.
4. The Company has not yet adopted any policy reguarding payment of dividends.
No dividends have been paid since inception.
5. The Company has adopted a year end of December 31.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has no current source of revenue. Without
realization of additional capital, it would be unlikely for the Company to
continue as a going concern. It is management's plan to seek additional
capital through a merger with an existing operating company.
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<PAGE>
SHAW INTERNATIONAL, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS CONTINUED
February 14, 2000, and December 31, 1999
NOTE 4 - RELATED PARTY TRANSACTION
The Company neithe owns or leases any real or personal property. Office
services are provided without charge by a director. Such costs are immaterial
to the financial statements and, accordingly, have not been reflected therein.
The officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the
resolution of such conflicts.
NOTE 5 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares
of common or preferred stock
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<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Company has duly caused this disclosure statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
SHAW INTERNATIONAL, INC.
Dated: 2/25/2000
\\GARY A. STANNELL\\
PAGE 18
President
<PAGE>
b. 3.(i) Articles of Incorporation
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00AM 01/19/1999
991021257 - 2993046
CERTIFICATE OF INCORPORATION
OF
SHAW INTERNATIONAL, INC.
FIRST. The name of this corporation shall be:
SHAW INTERNATIONAL, INC.
SECOND. Its registered office in the State of Delaware is
to be located at 1013 Centre Road, in the City of Wilmington,
County of New Castle, 19805, and its registered agent at such
address is THE COMPANY CORPORATION.
THIRD. The purpose or purposes of the corporati shall be:
To engage in any lawful act or activity for which corporations my be
organized under the General Corporation Law of
Delaware.
FOURTH. The total number of shares of stock which this
corporation is authorized to issue is:
Eighty Million (80,000,000) shares with a par
value One Tenth of One Mil ($0.0001) per share,
amounting to Eight Thousand Dollars ($8,000.00)
and Twenty Million (20,000,000) shares with a par
value of One Tenth of One Mil ($0.0001) per share,
amounting to Two Thousand Dollars ($2,000.00) are
Preferred Stock.
FIFTH. The name and mailing address of the incorporator is
as follows:
Chennell Mowbray
The Company Corporation
1013 Centre Road
Wilmington, DE 19805
PAGE 1
<PAGE>
SIXTH. The Board of Directors shall have the power to
adopt, amend or repeal the by-laws.
IN WITNESS WHEREOF, The undersigned, being the incorporator
hereinbefore named, has executed, signed and acknowledged this
certificate of incorporation this eighteenth day of January, A.D.
1999.
//Chenell Mombray//
Chennell Mowbray
Incorporator
PAGE 2
<PAGE>
b. 3.(ii) Bi-Laws
BYLAWS
OF
SHAW INTERNATIONAL, INC.
ARTICLE I
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK. Certificates representing stock in the
corporation shall be signed by, or in the name of, the corporation by the
Chairperson or Vice-Chairperson of the Board of Directors, if any, or by the
President or a Vice-President and by the Treasurer or an Assistant Treasurer
or the Secretary or an Assistant Secretary of the corporation. Any or all the
signatures on any such certificate may be a facsimile. In case any officer,
transfer agent, or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer
agent, or registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if such person were such officer, transfer
agent, or registrar at the date of issue.
Whenever the corporation shall be authorized to issue more than one class of
stock or more than one series of any class of stock, and whenever the
corporation shall issue any shares of its stock as partly paid stock, the
certificates representing shares of any such class or series or of any such
partly paid stock shall set forth thereon the statements prescribed by the
General Corporation Law. Any restrictions on the transfer or registration of
transfer of any shares of stock of any class or series shall be noted
conspicuously on the certificate representing such shares.
The corporation may issue a new certificate of stock or uncertificated shares
In place of any certificate theretofore issued by it, alleged to have been
lost, stolen, or destroyed, and the Board of Directors may require the owner
of the lost, stolen, or destroyed certificate, or such owner's legal
representative, to give the corporation a bond sufficient to indemnify the
corporation against any claim that may be made against it on account of the
alleged loss, theft, or destruction of any such certificate or the issuance of
any such new certificate or uncertificated shares.
2. UNCERTIFICATED SHARES. Subject to any conditions imposed by the General
Corporation Law, the Board of Directors of the corporation may provide by
resolution or resolutions that some or all of any or all classes or series of
the stock of the corporation shall be uncertificated shares. Within a
reasonable time after the issuance or transfer of any uncertificated shares,
the corporation shall send to the registered owner thereof any written notice
prescribed by the General Corporation Law.
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<PAGE>
3. FRACTIONAL SHARE INTERESTS. The corporation may, but shall not be
required to, issue fractions of a share. If the corporation does not issue
fractions of a share, it shall (1) arrange for the disposition of fractional
interests by those entitled thereto, (2) pay in cash the fair value of
fractions of a share as of the time when those entitled to receive such
fractions are determined, or (3) issue scrip or warrants in registered form
(either represented by a certificate or uncertificated) or bearer form
(represented by a certificate) which shall entitle the holder to receive a
full share upon the surrender of such scrip or warrants aggregating a full
share. A certificate for a fractional share or an uncertificated fractional
share shall, but scrip or warrants shall not unless otherwise provided
therein, entitle the holder to exercise voting rights, to receive dividends
thereon, and to participate in any of the assets of the corporation in the
event of liquidation. The Board of Directors may cause scrip or warrants to
be issued subject to the conditions that they shall become void if not
exchanged for certificates representing the full shares or uncertificated full
shares before a specified date, or subject to the conditions that the shares
for which scrip or warrants are exchangeable may be sold by the corporation
and the proceeds thereof distributed to the holders of scrip or warrants, or
subject to any other conditions which the Board of Directors may impose.
4. STOCK TRANSFERS. Upon compliance with provisions restricting the transfer
or registration of transfer of shares of stock, if any, transfers or
registration of transfers of shares of stock of the coporation shall be made
only on the stock ledger of the corporation by the registered holder thereof,
or by the registered holder's attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the corporation or
with a transfer agent or a registrar, if any, and, in the case of shares
represented by certificates, on surrender of the certificate or certificates
for such shares of stock properly endorsed and the payment of all taxes due
thereon.
5. RECORD DATE FOR STOCKHOLDERS. In order that the corporation may determine
the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
which record date shall not be more than sixty nor less than ten days before
the date of such meeting. If no record date is fixed by the Board Dectors,
the record date for determining stockholders entitled to notice of
or to vote at a meeting of stockholders shall be at the close of business on
the day next preceding the day on which notice is given, or, if notice is
waived, at the close of business on the day next preceding the day on which
the meeting is held. A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting. In order that the
corporation may determine the stockholders entitled to consent to corporate
action in writing without a meeting, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which date
shall not be more than ten days after the date upon which the resolution
fixing the record date is dopted by the Board of Directors.
PAGE 2
<PAGE>
If no record date has been fixed by the Board of Directors, the record date
for determining the stockholders entitled to consent to corporate action in
writing without a meeting, when no prior action by the Board of Directors is
required by the General Corporation Law, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken
is delivered to the corporation by delivery to its registered office in the
State of Delaware, its principal place of business, or an officer or agent of
the corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested. If no record date has been fixed by the Board of Directors and
prior action by the Board of Directors is required by the General Corporation
Law, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting shall be at the close of
business on the day on which the Board of Directors adopts the resolution
taking such prior action. In order that the corporation may determine the
stockholders entitled to receive payment of any dividend or other distribution
or allotment of any rights or the stockholders entitled to exercise any rights
in respect of any change, conversion, or exchange of stock, or for the purpose
of any other lawful action, the Board of Directors may fix a record date,
which record date shall not precede the date upon which the resolution fixing
the record date is adopted, and which record date shall be not more than sixty
days prior to such action. If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the close of
business on the day on which the Board of Directors adops the resolution
relating thereto.
6. MEANING OF CERTAIN TERMS. As used herein in respect of the right to notice
of a meeting of stockholders or a waiver thereof or to participate or vote
thereat or to consent or dissent in writing in lieu of a meeting, as the case
may be, the term "share" or "shares" or "share of stock" or "shares of stock"
or "stockholder" or "stockholders" refers to an outstanding share or shares of
stock and to a holder or holders of record of outstanding shares of stock when
the corporation is authorized to issue only one class of shares of stock, and
said reference is also intended to include any outstanding share or shares of
stock and any holder or holders of record of outstanding shares of stock of
any class upon which or upon whom the certificate of incorporation confers
such rights where there are two or more classes or series of shares of stock
or upon which or upon whom the General Corporation Law confers such rights
notwithstanding that the certificate of incorporation may provide for more
than one class or series of shares of stock, one or more of which are limited
or denied such rights thereunder; provided, however, that no such right shall
vest in the event of an increase or a decrease in the authorized number of
shares of stock of any class or series which is otherwise denied voting rights
under the provisions of the certificate of incorporation, except as any
provision of law may otherwise require.
PAGE 3
<PAGE>
7. STOCKHOLDER MEETINGS.
- - TIME. The annual meeting shall be held on the date and at the time fixed,
from time to time, by the directors, provided, that the first annual meeting
shall be held on a date within thirteen months after the organization of the
corporation, and each successive annual meeting shall be held on a date within
thirteen months after the date of the preceding annual meeting. A special
meeting shall be held on the date within the time fixed by the directors.
- - PLACE. Annual meetings and special meetings shall be held at such place,
within or without the State of Delaware, as the directors may, from time to
time, fix. Whenever the directors shall fail to fix such place, the meeting
shall be held at the registered office of the corporation in the State of
Delaware.
- - CALL. Annual meetings and special meetings may be called by the directors or
by any officer instructed by the directors to call the meeting.
- - NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall be given,
stating the place, date, and hour of the meeting and stating the place within
the city or other municipality or community at which the list of stockholders
of the corporation may be examined. The notice of an annual meeting shall
state that the meeting is called for the election of directors and for the
transaction of other business which may properly come before the meeting, and
shall (if any other action which could be taken at a special meeting is to be
taken at such annual meeting) state the purpose or purposes. The notice of a
special meeting shall in all instances state the purpose or purposes for which
the meeting is called. The notice of any meeting shall also include, or be
accompanied by, any additional statements, information, or documents
prescribed by the General Corporation Law. Except as otherwise provided by
the General Corporation Law, a copy of the notice of any meeting shall be
given, personally or by mail, not less than ten days nor more than sixty days
before the date of the meeting, unless the lapse of the prescribed period of
time shall have been waived, and directed to each stockholder at such
stockholder's record address or at such other address which such stockholder
may have furnished by request in writing to the Secretary of the corporation.
Notice by mail shall be deemed to be given when deposited, with postage
thereon prepaid, in the United States Mail. If a meeting is adjourned to
another time, not more than thirty days hence, and/or to another place, and if
an announcement of the adjourned time and/or place is made at the meeting, it
shall not be necessary to give notice of the adjourned meeting unless the
directors, after adjournment, fix a new record date for the adjourned meeting.
Notice need not be given to any stockholder who submits a written waiver of
notice signed by such stockholder efore or after the time stated therein.
Attendance of a stockholder at a meeting of stockholders shall constitute a
waiver of notice of such meeting, except when the stockholder attends the
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called
or convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders need be specified in any
written waiver of notice.
PAGE 4
<PAGE>
- - STOCKHOLDER LIST. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders, arranged in alphabetical
order, and showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city or other municipality or community
where the meeting is to be held, which place shall be specified in the notice
of the meeting, or if not so specified, at the place where the meeting is to
be held. The list shall also be produced and kept at the time and place of
the meeting during the whole time thereof, and may be inspected by any
stockholder who is present. The stock ledger shall be the only evidence as to
who are the stockholders entitled to examine the stock ledger, the list
required by this section or the books of the corporation, or to vote at any
meeting of stockholders.
- - CONDUCT OF MEETING. Meetings of the stockholders shall be presided over by
one of the following officers in the order of seniority and if present and
acting - the Chairperson of the Board, if any, the Vice-Chairperson of the
Board, if any, the President, a Vice-President, or, if none of the foregoing
is in office and present and acting, by a chairperson to be chosen by the
stockholders. The Secretary of the corporation, or in such Secretary's
absence, an Assistant Secretary, shall act as secretary of every meeting, but
if neither the Secretary nor an Assistant Secretary is present the chairperson
of the meeting shall appoint a secretary of the meeting.
- - PROXY REPRESENTATION. Every stockholder may authorize another person or
persons to act for such stockholder by proxi in all matters in which a
stockholder is entitled to participate, whether by waiving notice of any
meeting, voting or participating at a meeting, or expressing consent or
dissent without a meeting. Every proxy must be signed by the stockholder or
by such stockholder's attorney-in-fact. No proxy shall be voted or acted upon
after three years from its date unless such proxy provides for a longer
period. A duly executed proxy shall be irrevocable if it states that it is
irrevocable and, if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A proxy may be made
irrevocable regardless of whether the interest with which it is coupled is an
interest in the stock itself or an interest in the corporation generally.
- - INSPECTORS. The directors, in advance of any meeting, may, but need not,
appoint one or more inspectors of election to act at the meeting or any
adjournment thereof. If an inspector or inspectors are not appointed,the
prson presiding at the meeting may, but need not, appoint one or more
inspectors. In case any person who may be appointed as an inspector fails to
appear or act, the vacancy may be filled by appointment made by the directors
in advance of the meeting or at the meeting by the person presiding thereat.
Each inspector, if any, before entering upon the discharge of duties of
inspector, shall take and sign an oath faithfully to execute the duties of
inspector at such meeting with strict impartiality and according to the best
of such inspector's ability. The inspectors, if any, shall determine the
number of shares of stock outstanding and the voting power of each, the shares
of stock represented at the meeting, the existence of a quorum, the validity
PAGE 5
<PAGE>
and effect of proxies, and shall receive votes, ballots, or consents, hear and
determine all challenges and questions arising in connection with the right to
vote, count and tabulate all votes, ballots, or consents, determine the
result, and do such acts as are proper to conduct the election or vote with
fairness to all stockholders. On request of the person presiding at the
meeting, the inspector or inspectors, if any, shall make a report in writing
of any challenge, question, or matter determined by such inspector or
inspectors and execute a certificate of any fact found by such inspector or
inspectors. Except as may otherwise be required by subsection (e) of Section
231 of the General Corporation Law, the provisions of that Section shall not
apply to the corporation.
- - QUORUM. The holders of a majority of the outstanding shares of stock shall
constitute a quorum at a meeting of stockholders for the transaction of any
business. The stockholders present may adjourn the meeting despite the
absence of a quorum.
- - VOTING. Each share of stock shall entitle the holder thereof to one vote.
Directors shall be elected by a plurality of the votes of the shares present
in person or represented by proxy at the meeting and entitled to vote on the
election of directors. Any other action shall be authorized by a majority of
the votes cast except where the General Corporation Law prescribes a different
percentage of votes and/or a different exercise of voting power, and except as
may be otherwise prescribed by the provisions of the certificate of
incorporation and these Bylaws. In the election of directors, and for any
other action, voting need not be by ballot.
8. STOCKHOLDER ACTION WITHOUT MEETINGS. Except as any provision of the
General Corporation Law may otherwise require, any action required by the
General Corporation Law to be taken at any annual or special meeting of
stockholders, or any action which may be taken at any annual or special
meeting of stockholders, may be taken without a meeting, without prior notice
and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of 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. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to
those stockholders who have not consented in writing. Action taken pursuant
to this paragraph shall be subject to the provisions of Section 228 of the
General Corporation Law.
ARTICLE II
DIRECTORS
1. FUNCTIONS AND DEFINITION. The business and affairs of the corporation
shall be managed by or under the direction of the Board of Directors of the
corporation. The Board of Directors shall have the authority to fix the
compensation of the members thereof. The use of the phrase "whole board"
herein refers to the total number of directors which the corporation would
have if there were no vacancies.
PAGE 6
<PAGE>
2. QUALIFICATIONS AND NUMBER. A director need not be a stockholder, a
citizen of the United States, or a resident of the State of Delaware. The
initial Board of Directors shall consist of 7 persons. Thereafter the number
of directors constituting the whole board shall be at least one. Subject to
the foregoing limitation and except for the first Board of Directors, such
number may be fixed from time to time by action of the stockholders or of the
directors, or, if the number is not fixed, the number shall be 7. The number
of directors may be increased or decreased by action of the stockholders or of
the directors.
3. ELECTION AND TERM. The first Board of Directors, unless the members
thereof shall have been named in the certificate of incorporation, shall be
elected by the incorporator or incorporators and shall hold office until the
first annual meeting of stockholders and until their successors are elected
and qualified or until their earlier resignation or removal. Any director may
resign at any time upon written notice to the corporation. Thereafter,
directors who are elected at an annual meeting of stockholders, and directors
who are elected in the interim to fill vacancies and newly created
directorships, shall hold office until the next annual meeting of stockholders
and until their successors are elected and qualified or until their earlier
resignation or removal. Except as the General Corporation Law may otherwise
require, in the interim between annual meetings of stockholders or of special
meetings of stockholders called for the election of directors and/or for the
removal of one or more directors and for the filling of any vacancy in that
connection, newly created directorships and any vacancies in the Board of
Directors, including unfilled vacancies resulting from the removal of
directors for cause or without cause, may be filled by the vote of a majority
of the remaining directors then in office, although less than a quorum, or by
the sole remaining director.
4. MEETINGS.
- - TIME. Meetings shall be held at such time as the Board shall fix, except
that the first meeting of a newly elected Board shall be held as soon after its
election as the directors may conveniently assemble.
- - PLACE. Meetings shall be held at such place within or without the State of
Delaware as shall be fixed by the Board.
- - CALL. No call shall be required for regular meetings for which the time and
place have been fixed. Special meetings may be called by or at the direction
of the Chairperson of the Board, if any, the Vice-Chairperson of the Board, if
any, of the President, or of a majority of the directors in office.
- - NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for
regular meetings for which the time and place have been fixed. Written, oral,
or any other mode of notice of the time and place shall be given for special
meetings in sufficient time for the convenient assembly of the directors
thereat. Notice need not be given to any director or to any member of a
committee of directors who submits a written waiver of notice signed by such
director or member before or after the time stated therein. Attendance of any
such person at a meeting shall constitute a waiver of notice of such meeting,
except when such person attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
PAGE 7
<PAGE>
because the meeting is not lawfully called or convened. Neither the business
to be transacted at, nor the purpose of, any regular or special meeting of the
directors need be specified in any written waiver of notice.
- - QUORUM AND ACTION. A majority of the whole Board shall constitute a quorum
except when a vacancy or vacancies prevents such majority, whereupon a
majority of the directors in office shall constitute a quorum provided, that
such majority shall constitute at least one-third of the whole Board. A
majority of the directors present, whether or not a quorum is present, may
adjourn a meeting to another time and place. Except as herein otherwise
provided, and except as otherwise provided by the General Corporation Law,
the vote of the majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board. The quorum and voting
provisions herein stated shall not be construed as conflicting with any
provisions of the General Corporation Law and these Bylaws which govern a
meeting of directors held to fill vacancies and newly created directorships
in the Board or action of disinterested directors.
Any member or members of the Board of Directors or of any committee designated
by the Board, may participate in a meeting of the Board, or any such
committee, as the case may be, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other.
- - CHAIRPERSON OF THE MEETING. The Chairperson of the Board, if any and if
present and acting, shall preside at all meetings. Otherwise, the Vice-
Chairperson of the Board, if any and if present and acting, or the President,
if present and acting, or any other director chosen by the Board, shall
preside.
5. REMOVAL OF DIRECTORS. Except as may otherwise be provided by the General
Corporation Law, any director or the entire Board of Directors may be removed,
with or without cause, by the holders of a majority of the shares then
entitled to vote at an election of directors.
6. COMMITTEES. The Board of Directors may designate one or more committees,
each committee to consist of one or more of the directors of the corporation.
The Board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. In the absence or disqualifcation of any member of any such
committee or committees, the member or members thereof present at any meeting
and not disqualified from voting, whether or not such member or members
constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or
disqualified member. Any such committee, to the extent provided in the
resolution of the Board, shall have and may exercise all the powers and
authority of the Board of directors in the management of the business and
affairs of the corporation with the exception of any power or authority the
delegation of which is prohibited by Section 141 of the General Corporation
Law, and may authorize the seal of the corporation to be affixed to all papers
which may require it.
PAGE 8
<PAGE>
7. WRITTEN ACTION. Any action required or permitted to be taken at any
meeting of the Board of Directors or any committee thereof may be taken
without a meeting if all members of the Board or committee, as the case may
be, consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.
ARTICLE III
OFFICERS
The officers of the corporation shall consist of a President, a Secretary, a
Treasurer, and, if deemed necessary, expedient, or desirable by the Board of
Directors, a Chairperson of the Board, a Vice-Chairperson of the Board, an
Executive Vice-President, one or more other Vice-Presidents, one or more
Assistant Secretaries, one or more Assistant Treasurers, and such other
officers with such titles as the resolution of the Board of Directors choosing
them shall designate. Except as may otherwise be provided in the resolution
of the Board of Directors choosing such officer, no officer other than the
Chairperson or Vice-Chairperson of the Board, if any, need be a director. Any
number of offices may be held bt the same person, as the directors may
determine.
Unless otherwise provided in the resolution choosing such officer, each
officer shall be chosen for a term which shall continue until the meeting of
the Board of Directors following the next annual meeting of stockholders and
until such officer's successor shall have been chosen and qualified.
All officers of the corporation shall have such authority and perform such
duties in the management and operation of the corporation as shall be
prescribed in the resolutions of the Board of Directors designating and
choosing such officers and prescribing their authority and duties, and shall
have such additional authority and duties as are incident to their office
except to the extent that such resolutions may be inconsistent therewith. The
Secretary or an Assistant Secretary of the corporation shall record all of the
proceedings of all meetings and actions in writing of stockholders, directors,
and committees of directors, and shall exercis such additional authority and
perform such additional duties as the Board shall assign to such Secretary or
Assistant Secretary. Any officer may be removed, with or without cause, by
the Board of Directors. Any vacancy in any office may be filled by the Board
of Directors.
ARTICLE IV
CORPORATE SEAL
The corporate seal shall be in such form as the Board of Directors shall
prescribe.
ARTICLE V
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and shall be subject to
change, by the Board of Directors.
PAGE 9
<PAGE>
ARTICLE VI
CONTROL OVER BYLAWS
Subject to the provisions of the certificate of incorporation and the
provisions of the General Corporation Law, the power to amend, alter, or
repeal these Bylaws and to adopt new Bylaws may be exercised by the Board of
Directors or by the stockholders.
I HEREBY CERTIFY that the foregoing is a full, true, and correct copy of the
Bylaws of Shaw International, Inc., a Delaware corporation, as in effect on
the date hereof.
Dated: January 19, 1999
//Gary Stannell//
Gary Stannell,
Secretary of Shaw
International, Inc.
(SEAL)
PAGE 10
<PAGE> 1
b) 11.1 Computation of per share earnings
Shaw International, Inc.
Weighted Average Shares Outstanding
October 12, 1999
FROM TO DAYS # OF SHERES SHARE/DAYS
1/19/99 10/12/99 267 5,000,000 1,335,000,000
7/1/99 10/12/99 103 230,000 23,690,000
-------------
1,358,690,000
1,358,690,000/267 = 5,088,727
Net Loss Per Share $ (7666 / 5,088,727 = $ (.0015)
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
b) 27.1 Financial Data Schedule
THIS SCHEDULE CONTAINS SUMARY FINANCIAL INFORMATION EXTRACTED FRON THE BALANCE
SHEET AND STATEMENT OF OPERATIONS AS OF AND FOR THE SIX MONTHS ENDING
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIREETY BY FREFERENCE TO
FINANCIAL STATMENTS INCLUDED IN THIS FILING
<S> <C>
<FISCAL-YEAR-END> FEB-14-1999
<PERIOD-END> DEC-31-1999
<PERIOD-TYPE> 11-mos
<CASH> 10,193
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 10,193
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 10,193
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 523
<OTHER-SE> 23,744
<TOTAL-LIABILITY-AND-EQUITY> 10,193
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 15,482
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (15,482)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (15,482)
<EPS-BASIC> (.0027)
<EPS-DILUTED> 5,183.94
</TABLE>
