U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-SB NO. 2
General form for registration of securities of small business
issuers Under Section 12(b) or (g) of the Securities
Exchange Act of 1934
Shannon International Resources, Inc.
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(Name of Small Business Issuer in its charter)
Nevada
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(State or other jurisdiction of incorporation or organization)
98-0204956
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(I.R.S. Employer Identification No.)
Principal Executive Offices
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4020, 7 Street S.W.
Calgary Alberta T2G2Y8
(Issuer's Telephone No.)
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(403) 543-0970
Securities to be Registered under Section 12(b) of the Act: None
Securities to be Registered under Section 12(g) of the Act: Common Stock (Title
of Stock)
Total number of pages: 28
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Index to Exhibits Appears on page: 26
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Item 1
(a) Business Development
Shannon International Resources, Inc. (the Company) was incorporated in
February, 1999 under the laws of the State of Nevada for the purpose of
financing and owning oil and natural gas development properties. On February 18,
1999, the Company acquired a 25% working interest in petroleum, natural gas and
coalbed methane leases (Oil and Natural Gas Permit No. 9606) covering 116,279
acres of Prince Edward Island, Canada (the Working Interest) in exchange for
2,000,000 shares of the common stock of the Company from CMB Energy Corp., of
Toronto, Ontario (formerly 1326703 Ontario Inc.) The agreement also grants the
Company the option to acquire an additional twelve and one half percent of the
working interest by the expenditure of $1,500,000 Cdn., by October 2000 and a
second option to acquire a further twelve and one half percent of the working
interest by the expenditure of $1,500,000 Cdn., by October 2001 and the right to
enter into a joint venture agreement with the holder or holders of the remaining
50% working interest by the expenditure of $3,000,000 Cdn., on the property over
the next thirty months.
(b) Narrative Description of Business
Shannon International Resources Inc. (The Company) is an independent, natural
gas and oil company primarily engaged in the acquisition development and
production of coalbed methane properties in Prince Edward Island, Canada. The
development plan for the Working Interest is seek out a larger oil and gas
company to joint venture a drilling exploration program. The Company and CMB
Energy Corp., are obligated to maintain the leases in good standing by the
expenditure of $16,279 Cdn., per year. To date, $44,185 Cdn., has been expended
of which the Company's twenty-five percent contribution was $11,046 Cdn., which
was deemed paid through the common stock issued to CMB Energy Corp. A "Working
Interest" is an oil and gas industry term meaning that the holders of a "Working
Interest" for an oil and gas property have a proportionate ownership interest in
the property and the obligation to perform or pay their proportionate share of
the exploration, development and production cost for the property and the right
to share proportionately in any profits derived from the property. By holding a
twenty-five percent working interest in the Prince Edward Island leases, the
Company has the obligation to pay twenty-five percent of the costs and has the
right to receive twenty-five percent of any profits. The Prince Edward Island
property is not currently producing oil or gas and has no proven reserves. The
Company has not generated any revenue to date.
Prince Edward Island lies in the southwestern part of a large, mainly
non-marine, Carboniferous to Permian basin called the Maritimes Basin. The basin
fill consists of fluvial, alluvial, lacustrine, and minor marine strata.
"Fluvial" "alluvial" and "lacustrine" strata are sedimentary rock deposits.
Seismic (geological data complied by measuring underground movement caused by
test explosions) and borehole (exploratory drilling) data suggest Prince Edward
Island is underlain by coal measures strata, as estimated by the Geological
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Survey of Canada, Paper 77-20. 26P. The offshore extension of the coal measures
strata contain up to 20-25 coal seams, ranging in thickness between 0.6 - 3
meters (2-10 feet) with a net coal thickness from 15 to 40 meters (48 to 131
feet). A coal seam is a layer of coal enclosed in other sedimentary layers. The
coal rank is bituminous (a soft grade of coal commonly mined for use by
coal-fired, electric power generation plants), and calculated theoretical gas
capacity values for eastern Canadian coals range from 14.4 to 17.08 cubic meters
per gram of coal. Structural features associated with major northeast trending
faults systems (large fractures of the subsurface rock strata) and salt depoits
may have created favorable permeability conditions for enhanced coal-bed methane
recovery.
Source rock studies indicate that the early Carboniferous rocks are oil prone
with more than 2% total oil capacity and greater than 5 milligrams per gram of
rock. Conversely, the upper Carboniferous rocks are mainly gas prone. In
addition, excess coal gas expelled during coalification (the geological process
whereby coal is formed) may have charged near by reservoirs. Porosities (the
molecular open space within rock) up to 25% and favorable permaeablities (the
degree to which the porous space can be filled with gas or liquid) have been
reported from the lower Carboniferous rocks, whereas porosities up to 15% have
been reported for the upper Carboniferous rocks.
Regulation: The Company's operations are subject to extensive regulation for the
protection of the environment by the Canadian Federal Government and the
Provincial Government where acreage is located. The Company is also subject to
the typical regulation of any business. The Company must submit exploration and
development plans to the Department of the Environment for the Province of
Prince Edward Island for approval prior to execution of such plans. Compliance
with environmental regulation may be expected to result in $50,000 Cdn., of
estimated expenses to the Company over the next twelve months. Environmental
protection expenses are expected to include the cost of site preparation such as
road construction, fencing and earthen berms or retaining walls to contain
potential overflows or spillage of oil or drilling fluids. If production is
begun, the temporary measures must be made permanent, if production is not
warranted, the temporary measures must be removed and the land restored to its
prior condition.
Employees: The company employs one person full time and will contract the
services of consultants in the various areas of expertise as required for the
next six to twelve months. However it is anticipated that a full time staff of
up to six people will be required as the Company develops and begins to
implement the exploration and development programs over the next twelve to
eighteen months. The Company is currently dependent upon a single individual,
its President, Blair Coady. The Company does not have an employment agreement
with Mr. Coady and does not carry key person insurance for Mr. Coady.
Material Risks
The Company and its business are subject to the following material risks which
may adversely effect the market price for the company's common stock in the
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event a market develops as well as adversely effect the company's ability to
successfully execute its plan of operation.
Development Stage Company with Limited Operating History. The Company is a
development stage company in its first year of existence. The Company has no
revenues and no proven reserves on its property. The Company is subject to all
of the risks inherent in a start-up company including lack of operating history
and adequate capital.
Adequate Insurance. The Company does not presently maintain any key man
insurance on the life of its president or any form of liability insurance for
its operations. The loss of the services of the president would adversely effect
the Company's ability to conduct its plan of operations. The Company anticipates
that adequate liability insurance coverage will be included in any exploration
or development plan for the Company's working interest.
Reliance on Third Parties The Company will depends on third parties for all
important aspects of its business, including its exploration and development of
the working interest. The Company has limited control over these third parties,
and will not be their only client. The Company may not be able to maintain
satisfactory relationships with any of them on acceptable commercial terms.
Further, it cannot be certain that the quality of services that they provide
will remain at levels needed to enable it to conduct our business effectively.
Competition. The Company believes that its business will face extensive
competition. These competitors are likely to be larger and have greater
financial resources than the Company. As a result no assurances can be given
that the Company will be able to be successful in furthering its plan of
operations beyond its existing property.
Risk of being a Penny Stock. The Securities and Exchange Commission has adopted
rules that define a "penny stock" as a security which is not traded on a major
exchange and has a market price of less than $5 per share. It is likely that the
Company's securities will be characterized as penny stock. Broker-dealers
dealing in the securities will be subject to the disclosure rules for
transactions involving penny stocks which require the broker-dealer among other
things to (i) determine the suitability of purchasers of the securities, and
obtain the written consent of purchasers to purchase such securities and (ii)
disclose the best (inside) bid and offer prices for such securities and the
price at which the broker-dealer last purchased or sold the securities. The
additional burdens imposed upon broker-dealers may discourage them from
effecting transactions in penny stocks, which could reduce the liquidity of the
Company's securities.
Potential Adverse Effect of Shares Issuable as Consideration for Acquistions.
The Company intends to issue its common stock as consideration for acquisitions
of oil and gas properties or other business development purposes. The issuance
of additional shares could have an material adverse effect on the market for the
Shares as well as substantially dilute the percentage ownership and book value
of presently outstanding shares.
Item 2. Management's Discussion and Analysis or Plan of Operation
Plan of Operations Results of Operations
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As a company in its initial stages of development, the company has no revenues
from operations. The Company intends to focus its efforts entirely on the Prince
Edward Island working interest for the foreseeable future. However, the company
plans to formulate a development program for its Prince Edward Island working
interest, which will include the implementation of a drilling program in
conjunction with C M B Energy Corp., or a larger oil and gas company who will
enter into a joint venture agreement for exploratory drilling and possible
development. The Company has not yet entered into any discussions with any
company regarding the formation of a joint venture for exploratory drilling. The
Company's Plan of Operations is to wait until the Company is approached by third
parties seeking to explore the entire 650,000 leased acres of Prince Edward
Island of which the Company has its twenty-five percent working interest in
116,279 acres. The Company believes such a third party is likely to be a large
oil and gas company capable of undertaking an exploratory program for the entire
area. As a result the Company anticipates only having to provide its
proportional cost of the exploration program in order to participate. The
Company does not have any exploration or development equipment and does not
intend to purchase any as it anticipates that the exploration program will be
conducted by contracted third parties.
Though no assurance can be given, this development program is expected to
provide for the drilling of exploration or test wells to determine whether there
is sufficient reserves of oil or gas to then develop a program to establish
production. Management believes that sufficient reserves would be such reserves
that the sale of oil and gas from the area at the current market prices would
repay the cost of exploration and development of the area within a reasonable
time as well as provide profitable production for a period of time consistent
with industry standards. Exploratory date determining the size and pressures of
reserves as well as the necessary drilling depth and other drilling factors
effecting production cost must first be obtained and then analyzed before a
final determination may be made that there are "sufficient" reserves to justify
production. Management believes that the general and administrative expenses,
capital and operating expenditures related to the implementation of the
development program is approximately $3,000,000 Cdn., of which the Company may
be expected to provide up to $750,000 Cdn. The Company intends to raise this
capital through the private placement or public offering of securities.
The Company anticipates spending $750,000 Cdn., in connection with maintaining
its twenty-five percent working interest. In order to do so the Company must be
able to raise capital through the sale of its securities. The Company believes
it will be able sell a sufficient amount of its securities to raise the
estimated $750,000 Cdn., through the oil and gas industry contacts of its
President, Blair Coady and those of its Working Interest Partner, CMB Energy
Corp. The Company cannot predict if it will exercise its first option to acquire
up to an additional twelve and one half percent (12.5%) of the Working Interest
from CMB Energy Corp., for the expenditure of approximately $1,500,000 Cdn., by
October 2000 or its second option to acquire up to an additional twelve and one
half percent (12.5%) of the Working Interest from CMB Energy Corp., for the
expenditure of approximately $1,500,000 Cdn., by October 2001. The Company may
exercise only the first option, exercise both options simultaneously or
sequentially or may not exercise the options at all. Exercise of these options
is dependent upon whether the Company and CMB Energy Corp., receive an offer to
participate in an exploration program, whether a market is established for the
Company's securities and whether the Company can successfully raise such capital
through the sale of its securities. In the event, the Company is unable to pay
its obligations under its existing twenty-five percent working interest, its
working interest can be proportionally reduced in favor of whatever working
interest partner pays the delinquent amount. Each working interest must then
either approve the expenditures and provide funding or withdraw from the
program. The Company expects that the Approval for Expenditures will set forth
the specific costs for site preparation and drilling for the specific sites for
test wells and that these costs will vary due to different conditions such as
drilling depth and whether drilling is to be through relatively soft sedimentary
layers or dense rock layers.
The Company believes that no expenditure of funds will be required for at least
the next six months due to the fact that no offers to participate in an
exploration program have been made to date. It is the Company's expectation that
it will receive an offer to participate this winter and that an exploration
program would begin until the spring of 2000. At such time, the Company believes
its expenditures will be primarily in paying its proportional share of the cost
of a third party contractor which will conduct an exploration program. The
Company anticipates that the expenditure of funds will be determined by the
third party contractor. Consistent with industry practice, once all or most of
the working interests agree to initiate the exploration program and select the
third party contractor or operator, the operator will draft a proposed
exploration program and submit a request to approve the necessary expenditures
to the working interest.
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The Company has filed this Form 10SB Registration Statement in order to
establish itself as a fully reporting company under the Securities Exchange Act
of 1934. On the basis of the public information provided thereby, the Company
intends to seek a listing of its common stock on the National Association of
Securities Dealers, Inc., OTC Electronic Bulletin Board Market. It is the
Company's belief that an independent market for its common stock will be
advantageous to the Company by establishing an objective measure of value for
the common stock.
The Company's business plan is to raise additional capital through private
placements or public offerings of its equity securities and use the capital to
pay its proportional share of the costs of development of its current Working
Interest. Thereafter the Company intends to place its securities with and
through the industry contacts and opportunities known to the company's
management. The Company has not established any limitations on the amount or
type of securities it will sell. Such amount will be determined by the market
price for the Company's securities if the Company is successful in establishing
this market. However, the Company also does not intend sell such securities as
would result in a change in voting control the Company.
Liquidity and Capital Resources.
The company is not at present producing revenues and its main source of funds
has been the sale of the company's equity securities. The company had $39,970 in
cash and receivables and other current assets as of June 30, 1999. The Company
has a receivable of $35,000 U.S., from Calgary Chemical, of Calgary, Alberta,
which the Company's President, Blair Coady is also President. All cash is a
present being used to fund ongoing general and administrative expenses, plus
consulting expenses, with the total of such expenses estimated to be
approximately $5,000 per month. As a result the Company has enough present cash
to meet its needs for twelve months. The company will need to raise additional
capital to meet its ongoing overhead obligations and the contemplated
development program. Such funding may be obtained through the sale of additional
securities. If the company is unable to obtain sufficient funds, then the
company may seek to find development partners and increase funds available to
the company through the sale of some portion of its working interest in the
Prince Edward Island leases. The ability of the company to sell a portion of its
working interest is not a certainty and the proceeds derived from such sales
will be subject to the ongoing economic viability of the project.
The capital resources of the company are limited. At present the company is not
producing revenues and is not expected to produce revenues until after November
2001. The main source of funds for working capital at present is the sale of the
company's equity securities. Other possible sources of funding are loans from
financial institutions with the company's leasehold interests as collateral.
However, the collateral value of such leasehold interests is limited.
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Result of Operations
During the period from the company's inception to June 30, 1999, there were no
revenues being realized from sale of assets, production or from any other
source. Expenses incurred as of June 30, 1999 from general and administrative
were $8,449 and offering expenses of $17,700.
Effect of Inflation: The Company believes that inflation does not have a
material affect on its business.
Year 2000 Computer Problems: Many existing computer programs use only two digits
to identify a year in the date field. These programs were designed and developed
without considering the impact of the upcoming change in the century. If not
corrected, many computer applications could fail or create erroneous results by
or at the Year 2000. The Year 2000 issue affects virtually all companies and
organizations.
Although many companies undertake major projects to address the Year 2000 issue,
Management does not believe that its operations are highly dependent upon
computer programs. However, the Company has undertaken to ensure that its
associated computer fields were designed and constructed to receive and
manipulate four digit integers instead of only two. The Company?s computer
system has been evaluated and found to adequately address the Year 2000 Issue .
As a result, no additional costs are expected to be incurred. The Company does
not anticipate any material risk resulting from Year 2000 issues in that its
computer programs are relatively simple word processing and accounting programs
which have been certified as Year 2000 ready. In addition, the Company maintains
physical files of all essential documents and data.
Item 3. Description of Property
The Company owns a 25% working interest in petroleum, natural gas and coalbed
methane leases (Oil and Natural Gas Permit No. 9606) covering 116,279 acres of
Prince Edward Island, Canada (the Working Interest). The acreage covered by the
Working Interest has not been sufficiently developed to indicate any proven or
probable reserves of recoverable petroleum, natural gas and coalbed methane.
There has been no production on the Working Interest. The Company's offices in
Calgary, Alberta are provided by Calgary Chemical, of Calgary, Alberta, which
the Company's President, Blair Coady is also Preident on a month to month lease
at no cost to the Company.
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Item 4. Security Ownership of Certain Beneficial Owners and Management
(a) Security Ownership of Certain Beneficial Owners holding five percent or
greater of the 10,000,000 shares of common stock outstanding as of May 31, 1999
Title of Class Name and Address Amount and Nature % of
of Beneficial Owner of Beneficial Owner Class
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Common CMB Energy Corp. 2,220,000(1) 22.2%
C/O McLeod Dixon
Standard Life Tower
Suite 1800, 121 King St W Box 46
Toronto Ontario Canada M5H 3T9
(1) Includes 220,000 shares registered in the name of Laughlin McLean, but
does not include 200,000 shares held be Gus McLean, Laughlin McLean's
uncle which he disclaims beneficial ownership. Mr. McLean is the
beneficial owner of twenty five percent of CMB Energy Corp. Calder
Company, Ltd., a closely held corporation is also a twenty five
percent owner of CMB Energy Corp., and Investimo S.A., a closely held
corporation owns the remaining fifty percent of CMB Energy Corp. These
shares were issued to Danford Management, Ltd., in condieration of Mr.
Coady's services as President of Shannon International Resources,
Inc., as part of Mr. Coady's estate planning. Mr. Coady is neither an
officer, director or shareholder of Danford Management, Ltd., and
disclaims beneficial ownership in these shares.
(b) Security Ownership of Management
Name and Address Amount and Nature % of
Title of Class of Beneficial Owner of Beneficial Owner Class
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Common Blair Coady 750,000(1) 7.5%
All officers and Directors
as a Group (1 person) 750,000 7.5%
(1) The shares held by Danford Management, Ltd. a corporation beneficially
owned by the adult sons of Mr. Coady and are hereby deemed indirectly owned
by Mr. Coady.
Changes in Control: There are no arrangements, which may result in a change in
control of the issuer.
Item 5. Directors, Executive Officers, Promoters and Control Persons
(a) Directors and Executive Officers
Blair Coady: Age 60. Mr. Coady is the Company's sole officer and director. He
served as the President and Chairman of the Board of Wolf Industries, Inc., from
August 1996 to April, 1998. Since October 1996 Mr. Coady has been the president
and chief executive officer of Calgary Chemical, a custom blender of petroleum
production chemicals. Since May 1999, Mr. Coady has served as a director of
Autoco.com, a publicly held corporation traded on the OTC Bulletin Board. From
1992 to 1995 Mr. Coady served as chairman of the Board of Earthwhile
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Developments Inc., a Canadian corporation involved in waste management,
specifically solvent recycling, bioremediation and composting. From 1985 to 1992
he served as Chairman and Director of Calto Industries Ltd., a Canadian
corporation engaged in biomedical waste remediation. From 1978-1982, he was
Director and President and from 1982 to 1984 a Director of Terato Resources
Ltd., a Canadian public corporation engaged in the exploration, development and
production of oil and gas in Western Canada and the Southern United States. From
1966 to 1976, Mr. Coady was a Partner, Director and Vice President in Bongard,
Leslie & Co., Ltd. a Canadian Investment Dealer and Brokerage firm.
As the Company develops and implements exploration and development programs over
the next twelve to eighteen months, the Company intends to appoint up to four
new directors to the Board as and when qualified and interested individuals are
identified and accept appointment to the Board. As of this date, the Company has
not offered such appointment to any individual.
(b) Significant Employees: None
Item 6. Executive Compensation
(a) Name & Position Year Salary Paid
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Blair Coady, President 1999 $0*
*No other cash compensation or bonuses paid or accrued.
(b) Option/SAR Grants in Last Fiscal Year (Individual Grants): No options
have been granted to date.
The Company has a Stock Option Plan, entitled the "Shannon International
Resources, Inc. 1999 Stock Option Plan" (the "Plan"). Its purpose is to advance
the business and development of the Company and its shareholders by affording to
the employees, officers, directors and independent contractors or consultants of
the Company the opportunity to acquire a proprietary interest in the Company by
the grant of Options to such persons under the Plan's terms. The effective date
of the Plan is June 1, 1999. Article 3 of the Plan provides that the Board shall
exercise its discretion in awarding Options under the Plan, not to exceed an
aggregate of 1,000,000 shares. The per share Option price for the stock subject
to each Option shall be as the Board may determine. All Options must be granted
within ten years from the effective date of the Plan. There is no express
termination date for the Options, although the Board may vote to terminate the
Plan. Under the Plan, there have been no Options granted.
(c) Aggregated Option/SAR Exercises in Last Fiscal Year and FY-end
Option/SAR Values : None
(d) Long-term Incentive Plans -- Awards in Last Fiscal Year: None
The Company has not otherwise awarded any stock options, stock appreciation
rights or other form of derivative security or common stock or cash bonuses to
its executive officers and directors.
(e) Compensation of Directors
1. Standard Arrangements: The members of the Company's Board of Directors
are reimbursed for actual expenses incurred in attending Board meetings.
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2. Other Arrangements: There are no other arrangements.
(f) Employment Contracts And Termination of Employment, And
Change-in-control Arrangements
Blair Coady, the Company's sole officer and director does not have an employment
agreement and does not presently draw a salary. The Company expects that as and
when additional funding or revenue is obtained and the time Mr. Coady devotes to
the Company's affairs increase a salary and other compensation such as stock
options will be adopted. Mr. Coady's future compensation will be determined by
an outside director and will be submitted to the shareholders for approval.
Item 7. Certain Relationships and Related Transactions
The Company's Director is the Company's Founder and Promoter. Darrin Campbell of
CMB Energy Corp., may also be considered a promoter of the Company. In
anticipation of additional directors, the Company's By-Laws include a provision
regarding Related Party Transactions which requires that each participant to
such transaction identify all direct and indirect interests to be derived as a
result of the Company's entering into the related transaction. A majority of the
disinterested members of the board of directors must approve any Related Party
Transaction. However at the present time, the sole director is only accountable
to the shareholders for any related party transaction he may enter into.
On February 18, 1999, the Company acquired a 25% working interest in petroleum,
natural gas and coalbed methane leases covering 116,279 acres of Prince Edward
Island, Canada from CMB Energy Corp., of Toronto, Ontario in exchange for
2,000,000 shares of the common stock of the Company. The agreement also grants
the Company the option to acquire an additional twelve and one half percent of
the working interest by the expenditure of $1,500,000 Cdn., by October 2000 and
a second optioin to acquire a further twelve and one half percent of the working
interest by the expenditure of $1,500,000 Cdn., by October 2001 and the right to
enter into a joint venture agreement with the holder or holders of the remaining
50% working interest by the expenditure of $3,000,000 Cdn., on the property over
the next thirty months.
CMB Energy Corp., acquired the working interest in November, 1998 from Prince
Edward Island Gas Company in exchange for 400,000 shares of Raly Energy Corp.,
at a value of $1.50 Cdn., per share based upon the market price for said shares
as then quoted by the Canadian Dealing Network, a Canadian over-the-counter
market. Laughlin McLean owns one hundred percent of Regal Tours Atlantic, Inc.,
which owns twenty five percent of CMB Energy Corp. Calder Company, Ltd., a
closely held corporation is also a twenty five percent owner of CMB Energy
Corp., and Investimo S.A., a closely held corporation owns the remaining fifty
percent of CMB Energy Corp. Calder Company, Ltd., and Investimo, S.A., have no
other direct or indirect interest in shares of the Company and the Company's
President has no direct or indirect interest in CMB Energy Corp., or any of its
shareholders.
On March 31, 1999, the company issued 750,000 shares of common stock to Danford
Management, Ltd. in consideration of the services of Blair Coady as the
President of Shannon Inernational Resources, Inc. (the company), in the
formation of the company. Danford Management, Ltd., is a corporation
beneficially owned by the adult sons of Mr. Coady. Mr. Coady is neither an
officer, director or shareholder of Danford Management, Ltd., and disclaims
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beneficial ownership in these shares. These shares were issued to Danford
Management, Ltd. as part of Mr. Coady's estate planning. The Company believes
that compensation paid for its president's services are reasonable and below
that which Mr. Coady could receive for comparable employment for which he is
qualified.
On April 30, 1999 and on June 3, 1999 the Company loaned $30,000US and $5,000US
to Calgary Chemical, an Alberta corporation of which Mr. Coady is the president.
The loans are payable on demand and accrue no interest. The Company's offices
are located at the offices of Calgary Chemical and are provided at no cost to
the Company.
Item 8. Description of Securities
The authorized capital stock of Company consists of 200,000,000 shares of $.001
common stock. No warrants to acquire common stock have been authorized. There
are no outstanding obligations of the Company to repurchase, redeem or otherwise
acquire any shares of the Company's common stock.
The common stock carry no preemptive rights, are not convertible, redeemable,
assessable or entitled to the benefits of any sinking fund. The common stock
affords the holders no cumulative voting rights, and the holders of a majority
of the shares voting for the election of the directors can elect all of the
directors if they should choose to do so. The common stock is entitled to pro
rata distribution of the company's assets upon liquidation after the payment of
all debts and obligations of the company.
Dividends upon the common stock may be declared by the Board of Directors at any
regular or special meeting, pursuant to law. Dividends may be paid in cash, in
property or in shares of the common stock, subject to the provisions of the
Articles of Incorporation. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalising
dividends or for repairing or maintaining any property of the corporation or for
such other purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created. The Company does not foresee the declaration of
dividends during this or the next fiscal year. However the Company reserves the
right to declare a dividend when operations merit.
PART II
Item 1. Market Price of and Dividends on the Company's Common Equity and
Other Shareholder Matters
(a) Market Information
The Company's stock is not listed for sale on any exchange or trading medium.
The Company intends to seek the listing of its Common Stock on the OTC
Electronic Bulletin Board upon the effectiveness of this Form 10-SB. Until such
time, there is no public market for the Company's Common Stock. In February and
March of 1999, the Company sold 7,230,000 shares for $72,300 to twenty-eight
investors in a private placement of securities exempt from registration pursuant
to Rule 504 of Regulation D. The Company also sold 770,000 shares for services
valued at $7,700 as part of the Rule 504 offering. The Company also sold
2,000,000 shares in exchange for its working interest as part of the Rule 504
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offering. There are two holders of restricted securities as defined by Rule 144,
which have not been held in excess of one year. The shares 7,030,000 shares held
by non-affiliates may be traded in market transactions without restriction. The
shares held by the affiliates may only be sold pursuant to Rule 144. The Company
has not agreed to file any registration statements for its existing
shareholders.
It is the Company's Plan of Operation to use its common stock or other
securities as consideration for the acquisition of properties or other business
development purposes. The issuance of additional shares of common stock may
materially and adversely effect the market price of the common stock in the
event a market is established.
(b) Holders
There are thirty holders of the Company's Common Stock as of October 8, 1999.
(c) Dividends
The Company has paid no dividends to date on its Common Stock. The Company
reserves the right to declare a dividend when operations merit.
Item 2. Legal Proceedings
There is no action, suit or proceeding before or by any court or governmental
agency or body, domestic or foreign, now pending or, to the knowledge of the
Company, threatened, against or affecting the Company, or any of its properties,
business affairs or business prospects of the Company.
Item 3. Changes in and Disagreements with Accountants: None
Item 4. Recent Sales of Unregistered Securities
During the past three years, the Company sold securities, which were not
registered under the Securities Act of 1933, as amended, as set forth below.
<TABLE>
<CAPTION>
Date Name # of shares issued Consideration
(U.S. $)
- ---- ---- ------------------ -------------
<S> <S> <C> <C>
02/26/99 Barica Mrakuzic 11,250 112.50
02/26/99 Marijan Mrakuzic 11,250 112.50
02/26/99 Paul Okada 52,500 525
02/26/99 Quantumvest Holdings Ltd. 225,000 2,250
03/10/99 Mae Wandinger 300,000 3,000
03/22/99 Beda Strub 150,000 1,500
12
<PAGE>
03/25/99 Glenora Distillers Int. Limited 480,000 4,800
03/28/99 South American Consultants, S.A. 495,000 4,950
03/28/99 Jason Matheson 360,000 3,600
03/28/99 Laughlin MacLean 220,000 2,200
03/28/99 Judith MacLeod 480,000 4,800
03/29/99 Tom Murdoch 400,000 4,000
03/29/99 Brian Bradbury 350,000 3,500
03/29/99 Eaglerock Investments, Ltd. 490,000 4,900
03/30/99 Robert Scott 300,000 3,000
03/30/99 Michael R. Lorden & Natalie A. Lorden 50,000 500
03/30/99 New Release Video 100,000 1,000
03/30/99 Topeka S.A. 485,000 4,850
03/30/99 Kerry Leverman 325,000 3,250
03/30/99 Dennis Brovarone 20,000 200(1)
03/30/99 S. J. Hal 60,000 600
03/31/99 Lionel O. Rolfe 200,000 2,000
03/31/99 R. Stajen Warness 150,000 1,500
03/31/99 Danford Management Ltd. 750,000 7,500(2)
03/31/99 Resource Consultants Services, Ltd. 310,000 3,100
03/31/99 Annette Mason 325,000 3,250
03/31/99 Gus MacLean 200,000 2,000
03/31/99 Prince Edward Gas Company, Inc. 300,000 3,000
03/31/99 Saks Fund International, Inc. 400,000 4,000
03/31/99 CMB Energy Corp. 2,000,000 Exchange(3)
</TABLE>
(1) Issued for services to the company's legal counsel.
(2) Issued for services to the company's president.
(3) Shares exchanged for Working Interest.
The Company was not a reporting company pursuant to the Securities Exchange Act
of 1934 nor was it a development stage company with no business plan. Thus it
was eligible to rely upon Rule 504 as a safe harbor exemption from the
registration requirements of the Securities Act of 1933. Moreover, Rule 504 was
available in that the Company sold less than$1,000,000.00 worth of securities in
the previous 12 month period and except for the Company's officers and
directors, the purchasers were unaffiliated investors. The Company relied upon
the Rule 504 safe harbor exemption for the sales of securities for cash. These
sales were entirely private transactions pursuant to which all material
information as specified in Rule 502(b)(2) was made available to the purchasers.
The Company relied upon the exemption from registration set forth in section
4(2) of the Securities Act of 1933 for its sale of shares pursuant to the
acquisition of the Working Interest in the Company's property. The purchaser in
this sale was a sophisticated investor who was provided all material information
regarding the Company. In addition, the Company placed a restrictive legend upon
the certificates issued to the purchaser denoting the securities are "restricted
securities" or held by a control person of the Company and may only be sold in
compliance with Rule 144. Thus the exemptions from registration afforded by Rule
4(2) and Rule 3(b) were available to the issuer.
Item 5. Indemnification of Directors and Officers
Article 11 of the Company's By-laws provides that every person who was or is a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he or a person for whom he is the legal representative
is or was a director or officer of the corporation or is or was serving at the
request of the corporation or for its benefit as a director or officer of
another corporation, or as its representative in a partnership, joint venture,
trust or other enterprise, shall be indemnified and held harmless to the fullest
extent legally permissible under the General Corporation Law of the State of
Nevada against all expenses, liability and loss (including attorney's fees,
judgments, fines and amounts paid or to be paid in settlement) reasonably
incurred or suffered by him in connection therewith.
13
<PAGE>
The expenses of officers and directors incurred in defending a civil or criminal
action, suit or proceeding must be paid by the corporation as they are incurred
and in advance of the final disposition of the action, suit or proceeding upon
receipt of an undertaking by or on behalf of the director or officer to repay
the amount if it is ultimately determined by a court of competent jurisdiction
that he is not entitled to be indemnified by the corporation. Such right of
indemnification shall be a contract right which may be enforced in any manner
desired by such person. Such right of indemnification shall not be exclusive of
any other right which such directors, officers or representatives may have or
hereafter acquire and, without limiting the generality of such statement, they
shall be entitled to their respective rights of indemnification under any bylaw,
agreement, vote of stockholders, provision of law or otherwise, as well as their
rights under Article 11.
Nevada Revised Statutes Section 78.7502 provides for discretionary and mandatory
indemnification of officers, directors, employees and agents as follows:
1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed legal
proceeding, except by or in the right of the corporation, by reason of the fact
that the person is or was a director, officer, employee or agent of the
corporation, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by the person in
connection with the action, suit or proceeding if the person acted in good faith
and in a manner which was reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, against expenses, including amounts paid in settlement
and attorneys' fees actually and reasonably incurred by the person in connection
with the defense or settlement of the action or suit if the person acted in good
faith and in a manner reasonably believed to be in or not opposed to the best
interests of the corporation.
Indemnification may not be made for any claim, issue or matter as to which such
a person has been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to the corporation or for
amounts paid in settlement to the corporation, unless and only to the extent
that the court in which the action or suit was brought or other court of
competent jurisdiction determines upon application that in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.
3. To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections 1 and 2, or in defense of any claim, issue
or matter therein, the corporation shall indemnify the person against expenses,
including attorneys' fees, actually and reasonably incurred in connection with
the defense.
Nevada Revised Statutes Section 78.751 requires authorization for
discretionary indemnification; advancement of expenses and limitation on
indemnification and advancement of expenses as follows:
14
<PAGE>
1. Any discretionary indemnification under NRS 78.7502 unless ordered by a
court or advanced pursuant to subsection 2, may be made by the corporation only
as authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances. The
determination must be made:
(a) By the stockholders;
(b) By the board of directors by majority vote of a quorum consisting of
directors who were not parties to the action, suit or proceeding;
(c) If a majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding so orders, by independent legal
counsel in a written opinion; or
(d) If a quorum consisting of directors who were not parties to the action,
suit or proceeding cannot be obtained, by independent legal counsel in a written
opinion.
15
<PAGE>
PART F/S
The following financial statements are filed as part of this registration
statement:
C O N T E N T S
Page
----------------
Independent Auditors' Report 1
Financial Statements
Balance Sheet 2
Statements of Operations 3
Statements of Stockholders' Equity 4
Statements of Cash Flows 5
Notes to Financial Statements 6-9
-16-
<PAGE>
MILLER AND MCCOLLOM
CERTIFIED PUBLIC ACCOUNTANTS
Independent Auditors' Report
Board of Directors
Shannon International Resources, Inc.
We have audited the accompanying balance sheet of Shannon International
Resources, Inc. (a Development Stage Company) as of June 30, 1999, and the
related statements of operations, stockholders' equity, and cash flows for the
period February 17, 1999 (inception) to June 30, 1999. 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 the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentations.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Shannon
International Resources, Inc. (a Development Stage Company) as of June 30, 1999,
and the results of its operations and its cash flows for the period February 17,
1999 (inception) to June 30, 1999, in conformity with generally accepted
accounting principles.
/s/ Miller and Mc Collom
Denver, Colorado
August 18, 1999
-17-
<PAGE>
SHANNON INTERNATIONAL RESOURCES, INC.
(a Development Stage Company)
Balance Sheet
June 30, 1999
ASSETS
CURRENT ASSETS
Cash $ 7,198
Loans - receivable,affiliate, net of discount of
$2,275 (Note 3) 32,725
Prepaid expense 47
---------------------
Total current assets 39,970
Unevaluated oil and gas properties (using the
full cost method) (Note 1) 45,000
---------------------
Total assets $ 84,970
=====================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 3,120
---------------------
STOCKHOLDERS' EQUITY (Note 4)
Common stock - authorized 200,000,000
shares of $.001 per value; issued and
outstanding 10,000,000 shares 10,000
Additional paid-in capital 80,299
Deficit accumulated during development stage (8,449)
---------------------
Total stockholders' equity 81,850
---------------------
Total liabilities and stockholders' equity $ 84,970
=====================
The accompanying notes are an integral part of these statements.
2
-18-
<PAGE>
SHANNON INTERNATIONAL RESOURCES, INC.
(a Development Stage Company)
Statement of Operations
For the Period from February 17, 1999 (inception) through June 30, 1999
Expenses
Administrative $ 8,449
----------------------
Net loss $ (8,449)
======================
Net loss per share *
======================
Weighted number of shares outstanding 7,486,734
======================
* Less than ($.01)
The accompanying notes are an integral part of these statements.
3
-19-
<PAGE>
SHANNON INTERNATIONAL RESOURCES, INC.
(a Development Stage Company)
Statement of Stockholders' Equity
For the Period from February 17, 1999 (inception) through June 30, 1999
<TABLE>
<CAPTION>
Accumulated
Additional Deficit during
Common Shares Paid-In development
--------------------------- stage
Shares Par Value Capital Total
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance, beginning of period $ - $ - $ - $ - $ -
Common shares issued:
Issuance of common stock
for cash on February 26, 1999 300,000 300 2,700 - 3,000
Issuance of common stock
for cash on March 10, 1999 300,000 300 2,700 - 3,000
Issuance of common stock
for cash on March 22, 1999 150,000 150 1,350 - 1,500
Issuance of common stock
for cash on March 25, 1999 480,000 480 4,320 - 4,800
Issuance of common stock
for cash on March 28, 1999 1,555,000 1,555 13,995 - 15,550
Issuance of common stock
for cash on March 29, 1999 1,240,000 1,240 11,160 - 12,400
Issuance of common stock
for cash on March 30, 1999 1,320,000 1,320 11,880 - 13,200
Issuance of common stock
for services on March 30, 1999 20,000 20 180 - 200
Issuance of common stock
for cash on March 31, 1999 1,885,000 1,885 16,965 - 18,850
Issuance of common stock
for services on March 31, 1999 750,000 750 6,750 - 7,500
Issuance of common stock
for oil and gas properties
on March 31, 1999 2,000,000 2,000 28,000 - 30,000
Offering costs - - (19,701) - (19,701)
Net loss for period - - - (8,449) (8,449)
------------- ------------ ------------- ----------------- ---------------
Balance, end of period $10,000,000 $ 10,000 $ 80,299 $ (8,449) $ 81,850
============= ============ ============= ================= ===============
</TABLE>
The accompanying notes are an integral part of these statements.
4
-20-
<PAGE>
SHANNON INTERNATIONAL RESOURCES, INC.
(a Development Stage Company)
Statements of Cash Flows
For the Period from February 17, 1999 (inception) through June 30, 1999
Operating activities:
Net loss $ (8,449)
Unamortized discount on loans receivable 2,275
Changes in operating assets and liabilities
Increase in prepaid expenses (47)
Increase in accounts payable 3,120
-----------------
Net cash provided by operations (3,101)
-----------------
Investing activities
Acquisition of oil and gas properties (15,000)
Loans receivable (35,000)
-----------------
Net cash (used by) investing activities (50,000)
-----------------
Financing activities
Issuance of common stock 72,300
Offering costs (12,001)
-----------------
Net cash provided by financing activities 60,299
-----------------
Increase in cash 7,198
Cash at beginning of period -
-----------------
Cash at end of period $ 7,198
=================
Supplemental disclosure of cash flow information
Cash paid during the period for
Interest -
Income taxes -
Supplemental schedule of noncash investing
and financing activities
Issuance of 770,000 shares of
common stock for services $ 7,700
Issuance of 2,000,000 shares of
common stock for oil and gas properties $ 30,000
The accompanying notes are an integral part of these statements.
5
-21-
<PAGE>
SHANNON INTERNATIONAL RESOURCES, INC.
(a Development Stage Company)
Notes to Financial Statements
June 30, 1999
Note 1 - Summary of Significant Accounting Policies
This summary of significant accounting policies of Shannon International
Resources, Inc. is presented to assist in understanding the Company's financial
statements. The financial statements and notes are representations of the
Company's management who is responsible for their integrity and objectivity.
These accounting policies conform to generally accepted accounting principles
and have been consistently applied in the preparation of the financial
statements.
Organization
The Corporation was incorporated pursuant to the provisions of the corporate
charter of the State of Nevada on February 17, 1999.
The Corporation's primary business activity is the acquisition, development and
production of coalbed methane properties in the province of Prince Edward
Island, Canada. Currently, the Corporation only has an interest in non-producing
properties. The Corporation is in the development stage as its operations
principally involve oil and gas activities and they have no revenue from oil and
gas activities.
Use of Estimates
The preparation of the Company's financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in these financial statements
and accompanying notes. Actual results could differ from those estimates.
Cash and Cash Equivalents
For purposes of the statements of cash flows, the Company considers all highly
liquid debt instruments with an original maturity of three months or less to be
cash equivalents.
Earnings (Loss) Per Share
Earnings (loss) per share of common stock is computed based on weighted average
number of common shares outstanding during the period. Fully diluted earnings
per share are not presented because they are anti-dilutive.
6
-22-
<PAGE>
SHANNON INTERNATIONAL RESOURCES, INC.
(a Development Stage Company)
Notes to Financial Statements
June 30, 1999
Note 1 - Summary of Significant Accounting Policies, Continued
Accounting for Oil and Gas Operations
Presently, the full cost method is inapplicable because the Company has not
commenced its oil and gas activities. The Company intends to follow the full
cost method of accounting for oil and gas properties. Accordingly, all costs
associated with acquisition, exploration, and development of oil and gas
reserves, including directly related overhead costs, are capitalized.
All capitalized costs of oil and gas properties, including the estimated future
costs to develop proved reserves, are amortized on the unit-of-production method
using estimates of proved reserves. Investments in unproved properties and major
development projects are not amortized until proved reserves associated with the
projects can be determined or until impairment occurs. If the results of an
assessment indicate that the properties are impaired, the amount of the
impairment is added to the capitalized costs to be amortized.
In addition, the capitalized costs are subject to a "ceiling test," which
basically limits such costs to the aggregate of the "estimated present value,"
discounted at a 10-percent interest rate of future net revenues from proved
reserves, based on current economic and operating conditions, plus the lower of
cost or fair market value of unproved properties.
Sales of proved and unproved properties are accounted for as adjustments of
capitalized costs with no gain or loss recognized, unless such adjustments would
significantly alter the relationship between capitalized costs and proved
reserves of oil and gas, in which case the gain or loss is recognized in income.
Abandonments of properties are accounted for as adjustments of capitalized costs
with no loss recognized.
Note 2 - Oil and Gas Properties
The Corporation has acquired a 25% interest in certain non-producing oil and gas
properties in the province of Prince Edward Island, Canada.
This interest was acquired by the Corporation issued 2,000,000 common shares at
an agreed value of $0.015 per share ($30,000) for the interest in the property
and fees related to the acquisition of $15,000. The agreement also grants the
Company two options to acquire an additional 25% working interest and the right
to into a joint venture agreement with the holder or holders of the remaining
50% working interest by the expenditure of $3,000,000 cdn., on the property over
the next thirty months.
Note 3 - Loan Receivable-Affiliate
At June 30, 1999, loans receivable consisted of the following unsecured
non-interest bearing notes, which are due on demand The loans have been
discounted on an imputed interest rate of 8.50% assuming repaid in one year from
date of issuance. The loans are made to Calagary Chemical, an Alberta
corporation of which Mr. Coady, the President of Shannon International
Resources, Inc. is also the president.
Unamortized
Principal Discount
-------------- ------------
Promissory note dated, April 13, 1999 $ 30,000 $ 1,900
Promissory note dated, June 3, 1999 5,000 375
-------------- -------------
$ 35,000 $ 2,275
============== =============
7
-23-
<PAGE>
SHANNON INTERNATIONAL RESOURCES, INC.
(a Development Stage Company)
Notes to Financial Statements
June 30, 1999
Note 4 - Stock Option Plan
The Company has a Stock Option Plan, entitled the "Shannon International
Resources, Inc. 1999 Stock Option Plan" (the "Plan"). Its purpose is to advance
the business and development of the Company and its shareholders by affording to
the employees, officers, directors and independent contractors or consultants of
the Company the opportunity to acquire a proprietary interest in the Company by
the grant of Options to such persons under the Plan's terms. The effective date
of the Plan is June 1, 1999. Article 3 of the Plan provides that the Board shall
exercise its discretion in awarding Options under the Plan, not to exceed
1,000,000 shares. The per share Option price for the stock subject to each
Options shall be as the Board may determine. All Options must be granted within
ten years from the effective date of the Plan. There is no express termination
date for the Options, although the Board may vote to terminate the Plan. Under
the Plan, there have been no Options granted.
Note 5 - Income Taxes
No provision for income taxes have been provided in the accompanying financial
statement. The Corporation has a net operating loss carryforward of $6,174 which
will expire in 2019. The tax benefit of the net operating loss carryforward has
not been recognized due to the uncertainty of realization.
The net deferred tax asset due to loss carryforward is as follows:
Deferred tax asset $ 2,099
Valuation allowance (2,099)
---------------------
$ -
=====================
Note 6 - Basis of Presentation
The Company has no revenue and limited resources to develop its oil and gas
properties. It is the Company's intent to raise additional capital through
private placements or public offerings of its equity securities and use the
capital for development of its current Working Interest. Thereafter the Company
intends to establish or acquire assets with development and exploitation
potential through industry contacts and opportunities known to the company's
management. Whenever possible, the Company intends to use its common stock as
consideration for such acquisitions. The ultimate objective is to conduct a
balanced exploration and development program and seek to acquire operating
control and majority ownership of interests in order to optimize the efficiency
of operations.
8
-24-
<PAGE>
SHANNON INTERNATIONAL RESOURCES, INC.
(a Development Stage Company)
Notes to Financial Statements
June 30, 1999
Note 7 - Uncertainty Due to the Year 2000 Issue
The Year 2000 issue arises because many computerized systems use two digits
rather than four to identify a year. Date-sensitive systems may recognize the
year 2000 as 1900 or some other date, resulting in errors when information using
year 2000 dates is processed. In addition, similar problems may arise in some
systems which use certain dates in 1999 to represent something other than a
date.
The effects of the Year 2000 issue may be experienced before, on, or after
January 1, 2000, and, if not addressed, the impact on operations and financial
reporting may range from minor errors to significant systems failure, which
could affect an entity's ability to conduct normal business operations. It is
not possible to be certain that all aspects of the Year 2000 issue affecting the
entity, including those related to the efforts of customers, suppliers, or other
third parties, will be fully resolved.
Note 8 - Concentration of Risk
The Company's oil and gas properties are located on Prince Edward Island,
Canada.
9
-25-
<PAGE>
PART III
Item 1. Index to Exhibits
3.1 Articles of Incorporation*
3.2 By-laws*
10.1 Working Interest Acquisition Agreement*
10.2 Purchase and Joint Venture Agreement*
10.3 Oil and Natural Gas Permit No. 96-06*
27 Financial Data Schedule
* Filed on August 31, 1999
Signatures
In accordance with Section 12 of the Securities Exchange Act of 1934, the
Company caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
SHANNON INTERNATIONAL RESOURCES, INC.
By:
/s/ BLAIR COADY
- ---------------
Blair Coady, President, Secretary, Sole Director
November 5, 1999
26
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 5-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-START> FEB-17-1999
<PERIOD-END> JUN-30-1999
<CASH> 7,198
<SECURITIES> 0
<RECEIVABLES> 32,725
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 39,970
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 84,970
<CURRENT-LIABILITIES> 3,120
<BONDS> 0
0
0
<COMMON> 10,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 84,970
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 8,449
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> (.001)
<EPS-DILUTED> (.001)
</TABLE>
