<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
[X] Quarterly report under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended June 30, 1999
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D)
OF THE EXCHANGE ACT
For the transition period from ____________ to _____________
Commission File Number 333-75727
Satilla Financial Services, Inc.
-----------------------------------------------------------------
(Exact Name of Small Business Issuer as Specified in Its Charter)
Georgia 58-2434925
- ------------------------ ------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
180 Mariners Drive, Kingsland, Georgia 31548
---------------------------------------------
(Address of Principal Executive Offices)
(912) 882-4775
------------------------------------------------
(Issuer's Telephone Number, Including Area Code)
Not Applicable
----------------------------------------------------
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
<PAGE> 2
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
[X] Yes [ ] No
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:
As of June 30, 1999, the issuer had 1,300 shares of its common
stock, par value $.01 per share, issued and outstanding. The issuer is
currently offering up to 550,000 shares of its common stock for sale to
residents of the State of Georgia, and to qualified residents of the
States of Florida, North Carolina and South Carolina, pursuant to a
Registration Statement on Form SB-2, which the Securities and Exchange
Commission declared effective on June 29, 1999.
Transitional Small Business Disclosure Format (check one):
[ ] Yes [X] No
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<PAGE> 3
SATILLA FINANCIAL SERVICES, INC.
(A Development Stage Corporation)
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
The financial statements of Satilla Financial Services, Inc., a Georgia
corporation ("Satilla"), are set forth in the following pages.
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<PAGE> 4
SATILLA FINANCIAL SERVICES, INC. (A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
As of As of
June 30, December 31,
1999 1998
--------- ------------
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 10,419 $ 13,430
Premises and equipment, net 164,504 --
Other assets 8,952 15,000
--------- ---------
TOTAL ASSETS $ 183,875 $ 28,430
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term note payable $ 350,000 70,000
Other liabilities -- 5,000
Accrued interest payable 10,128 --
--------- ---------
Total current liabilities 360,128 75,000
--------- ---------
Commitments and Contingencies
Shareholders' Equity
Common stock, $.01 par value, authorized 2,000,000 shares, issued
and outstanding 1,300 shares 13 13
Additional paid-in capital 12,987 12,987
Deficit accumulated during development stage (189,253) (59,570)
--------- ---------
Total shareholders' equity (176,253) (46,570)
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 183,875 $ 28,430
========= =========
</TABLE>
See the Accompanying Notes to Financial Statements
<PAGE> 5
SATILLA FINANCIAL SERVICES, INC. (A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
Period of
Period of July 1, 1998
January 1, 1999 (Inception Date)
to June 30, 1999 to June 30, 1999
----------------- ----------------
<S> <C>
REVENUES $ -- $ --
----------------- ----------------
LESS EXPENSE:
Application fees 1,974 13,974
Consulting fees 28,000 28,000
Professional fees 69,757 112,958
Salaries 4,595 4,595
Insurance expense 3,426 3,426
Building and site plans -- 1,903
Dues and subscriptions -- 546
Interest expense 10,128 10,128
Rent expense 2,400 2,400
Telephone 1,177 1,177
Office expense 1,008 1,008
Auto expense 1,578 1,578
Travel and entertainment 415 2,299
Depreciation 563 563
Miscellaneous expense 4,661 4,698
--------- ---------
TOTAL EXPENSES 129,683 189,253
--------- ---------
NET LOSS $(129,683) $(189,253)
BEGINNING ACCUMULATED DEFICIT (59,570) --
--------- ---------
ENDING ACCUMULATED DEFICIT $(189,253) $(189,253)
========= =========
</TABLE>
See the Accompanying Notes to Financial Statements
<PAGE> 6
SATILLA FINANCIAL SERVICES, INC. (A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
Deficit
Additional accumulated
Common Paid-in during
Stock Capital development stage Total
---------- ---------- ----------------- ---------
<S> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1998 $ 13 $12,987 $ (59,570) $ (46,570)
---------
Comprehensive income:
Net loss -- -- (129,683) (129,683)
---------
Total comprehensive income (loss) (129,683) (129,683)
---------
BALANCE, JUNE 30, 1999 $ 13 $12,987 $(189,253) $(176,253)
========= ======= ========= =========
</TABLE>
See the Accompanying Notes to Financial Statements
<PAGE> 7
SATILLA FINANCIAL SERVICES, INC. (A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
Period of
Period of July 1, 1998
January 1, 1999 (Inception Date)
to June 30, 1999 to June 30, 1999
---------------- ----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(129,683) $(189,253)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation 563 563
Increase in other assets (3,952) (3,952)
Decrease in other liabilities 5,128 10,128
--------- ---------
Net cash used in operating activities (127,944) (182,514)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of debt 280,000 350,000
Land options -- (15,000)
Purchase of fixed assets (155,067) (155,067)
Issuance of common stock -- 13,000
--------- ---------
Net cash provided by financing activities 124,933 192,933
--------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (3,011) 10,419
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 13,430 --
--------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 10,419 $ 10,419
========= =========
</TABLE>
<PAGE> 8
SATILLA FINANCIAL SERVICES, INC. (A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
PERIOD OF JANUARY 1, 1999 TO JUNE 30, 1999
(UNAUDITED)
- --------------------------------------------------------------------------------
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1. REPORTING ENTITY - The Satilla Financial Services Inc. is a
development stage enterprise, which began with a group of
thirteen organizers in July 1998, and plans to charter a State
Bank in St. Marys and Nahunta, Georgia called the Satilla
Community Bank. The Company is pending approval from the State
Department of Banking and Finance and the Federal Deposit
Insurance Corporation. The Satilla Financial Services, Inc.
will own 100% of the shares of the proposed state chartered
bank.
The reporting periods for the statements of income and cash
flow are from January 1, 1999 to June 30, 1999 and July 1,
1998 (date of inception) to June 30, 1999. The primary
activities of the enterprise to date are preparation of the
state charter and raising capital.
2. CASH AND CASH EQUIVALENTS - For the purpose of the statement
of cash flows, the Company considers all highly liquid debt
instruments purchased with maturity of three months or less to
be cash equivalents. This includes money market deposit
accounts and short-term certificates of deposit.
3. MANAGEMENT ESTIMATES - The preparation of financial statements
in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at June
30, 1999 as well as revenues and expenses during the reporting
period. Actual results could differ from those estimates.
4. ADVERTISING COSTS - The Company has incurred no advertising
costs.
B. SHORT-TERM BORROWINGS
<TABLE>
<CAPTION>
June 30, 1999
-------------
<S> <C>
The Bankers Bank $ 350,000
=============
</TABLE>
These borrowings are against a line of credit that has been
established with The Bankers Bank for a total of $350,000 with
interest at the prime rate as established by The Bankers Bank.
The current rate is 7.75% with interest payable at maturity.
Principal and accrued interest will be due at maturity on
September 30, 1999.
C. RELATED PARTY TRANSACTIONS
The note payable at The Bankers Bank is fully guaranteed by
the thirteen organizers. There is no additional collateral for
this loan.
The Company has contracted with Bennett Consulting for bank
charter application preparation and other matters related to
organization. The Company expects to pay Bennett Consulting
$55,000 for its services during the development stage. As of
June 30, 1999, the Company had expensed $55,000 to Bennett
Consulting. One of the organizers of the Company owns this
firm.
Two option agreements have been executed regarding the
purchase of land for the bank sites of which three organizers
are related to these options. The Company paid $10,000 for the
Nahunta option agreement and $5,000 for the St. Mary's option.
See Note D for further information on these transactions.
<PAGE> 9
SATILLA FINANCIAL SERVICES, INC. (A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
PERIOD OF JANUARY 1, 1999 TO JUNE 30, 1999
(UNAUDITED)
- --------------------------------------------------------------------------------
D. COMMITMENTS AND CONTINGENCIES
Satilla Financial Services, Inc. (A Development Stage Company) has
entered into an option agreement with five individuals to acquire a
site for the Bank in St. Marys, Georgia for $5,000. Two of these
individuals, Cecily Hill and Shelia Meadows, are organizers of the
bank. The option expired at 12:00 noon on June 30, 1999, however there
is mutual consent by all parties to extend the option. The exercise of
these options would commit the Company to the purchase of the site at
$230,000.
E. DISCLOSURES RELATING TO STATEMENT OF CASH FLOWS
CASH FLOWS RELATING TO INTEREST AND INCOME TAXES - Cash paid during the
period for interest and income taxes was as follows:
<TABLE>
<CAPTION>
Period of
January 1, 1999
to June 30, 1999
----------------
<S> <C>
Interest (net of amount capitalized) $ --
================
Income Taxes $ --
================
</TABLE>
F. YEAR 2000 COMPLIANCE ISSUES
The Company is in the process of evaluating the potential effects of
the Year 2000 problem on its operating and environmental systems when
purchasing new equipment. This potential problem exists due to many
older computers having been programmed to recognize only the last two
digits of a year i.e., "98" is for the year 1998. Accordingly, with the
new millennium approaching, these computers will potentially recognize
the year 2000 - "00" as the year 1900, or just not be able to
comprehend the date, thus, potentially effecting the accuracy of, or
ability to, process any date sensitive functions.
The Company will adopt a plan for bringing their systems into
compliance so that the potential problems should not occur at start-
up.
G. CAPITAL STRUCTURE
The Company's prospectus authorizes warrants to organizers exercisable
for the purchase of up to 100,000 common shares. The Company is also
authorized under its organizing documents to issue 500,000 shares of
preferred stock.
<PAGE> 10
ITEM 2. PLAN OF OPERATION.
Special Cautionary Notice Regarding Forward-Looking Statements. The
following discussion of the financial condition and the plan of operation of
Satilla should be read in conjunction with Satilla's financial statements and
related notes included elsewhere herein. Certain of the statements made or
incorporated by reference herein constitute forward-looking statements for
purposes of the Securities Act of 1933, as amended, and the Securities Exchange
Act of 1934, as amended, and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of Satilla to be materially different from future results,
performance or achievements expressed or implied by such forward-looking
statements. Such forward looking statements include statements using the words
such as "may,""will," "anticipate," "should," "would," "believe," "contemplate,"
"expect," "estimate," "consider," "continue," "intend," "possible" or other
similar words and expressions of the future. Satilla's actual results may differ
significantly from the results we discuss in these forward-looking statements.
These forward-looking statements involve risks and uncertainties and
may not be realized due to a variety of factors, including, without limitation:
the effects of future economic conditions; governmental monetary and fiscal
policies, as well as legislative and regulatory changes; the risks of changes in
interest rates on the level and composition of deposits, loan demand, and the
values of loan collateral, securities, and other interest-sensitive assets and
liabilities; interest rate risks; the effects of competition from other
commercial banks, thrifts, mortgage banking firms, consumer finance companies,
credit unions, securities brokerage firms, insurance companies, money market and
other mutual funds and other financial institutions operating in the Satilla's
market area and elsewhere, including institutions operating, regionally,
nationally and internationally, together with such competitors offering banking
products and services by mail, telephone, computer and the Internet; the
possible effects of the Year 2000 problem on Satilla, including such problems at
Satilla's vendors, counterparties and customers; and the failure of assumptions
underlying the establishment of reserves for possible loan losses. All written
or oral forward-looking statements attributable to Satilla are expressly
qualified in their entirety by these Cautionary Statements.
General. Satilla was incorporated as a Georgia corporation on December
18, 1998 for the purpose of becoming a bank holding company by acquiring all of
the capital stock of Satilla Community Bank (the "Bank") upon its formation. The
Bank is being organized as a Georgia commercial bank with deposits insured by
the Federal Deposit Insurance Corporation (the "FDIC"). Satilla is currently in
the process of offering (the "Offering") up to 550,000 shares its common stock,
par value $.01 per share (the "Common Stock"), for sale to residents of the
State of Georgia, and to qualified residents of the States of Florida, North
Carolina and South Carolina, pursuant to a Registration Statement on Form SB-2
(the "Registration Statement"), which the Securities and Exchange Commission
declared effective on June 29, 1999. Although Satilla and the Bank have received
preliminary regulatory approvals, neither Satilla nor the Bank will commence
operations unless and until the Offering has been completed and final regulatory
approval has been received.
Pre-Opening Operations. As of June 30, 1999, Satilla had total assets
aggregating approximately $184,000. These assets consisted of approximately
$165,000 of premises and equipment, approximately $10,000 of cash and
approximately and $9,000 of other assets. Satilla's total liabilities at this
date were approximately $360,000 and consisted of accrued interest payable of
approximately $10,000 and borrowings against Satilla's line of credit with The
Bankers Bank, Atlanta, Georgia (the "Line of Credit") of approximately $350,000.
Prior to the
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<PAGE> 11
Offering, Satilla had no material source of capital other than the Line of
Credit. Satilla had a shareholder's deficit of approximately $176,000 at June
30, 1999.
Satilla had a net loss from July 1, 1998 through June 30, 1999 of
approximately $189,000. This loss resulted from expenses incurred in connection
with activities related to the initial organization of Satilla and the Bank and
includes expenses incurred on behalf of Satilla by its organizers (the
"Organizers") prior to Satilla's incorporation date. These activities included,
without limitation, the preparation and filing of various regulatory
applications and the preparation and filing of the Registration Statement for
this Offering.
Post-Offering Operations; Liquidity. Assuming that this Offering is
successfully completed and that final regulatory approvals are received,
Satilla's initial activities will be devoted to organizing the Bank and opening
and commencing the business of the Bank. These organizational activities will
include completing all required steps for approval from the Georgia Department
of Banking and Finance (the "Georgia Department") and the FDIC for a Georgia
commercial bank, purchasing, constructing, furnishing and equipping the proposed
facilities, hiring qualified personnel to work at the Bank, conducting public
relations activities on behalf of the Bank, developing prospective business
contacts for the Bank and Satilla and taking other actions necessary for a
successful opening of the Bank. Because Satilla is in an organizational stage,
it has had no operations from which to generate any revenues and will not have
any operating revenues until the Bank opens for business.
Because earnings on its assets, if any, are expected to be less than
the expenses incurred in connection with its origination activities and those of
the Bank, Satilla will incur a net loss through the date of the opening of the
Bank. In addition, Satilla anticipates incurring continuing operating losses
during the Bank's early stages of operations. A minimum of $4.5 million of the
net proceeds of this Offering will be used to capitalize the Bank, and the
remainder will be used by Satilla for general corporate purposes, including,
without limitation, future capital contributions to the Bank, if needed. The
Organizers believe that this amount will be sufficient to fund the activities of
the Bank in its initial stages of operation until the Bank can generate
sufficient income from operations to fund its activities on an ongoing basis. In
addition, the Organizers believe that income from the operations of the Bank
will be sufficient to fund the activities of Satilla on an ongoing basis for at
least five years. However, in the event the proceeds of this Offering are
insufficient to provide the minimum initial funding needed for the Bank to begin
operations, Satilla will have to seek alternative sources of funding, which may
include sales of additional shares of Common Stock.
Once the Bank opens, the largest component of Satilla's net income is
expected to be the Bank's net interest income, which is the difference between
the income earned on assets and interest paid on deposits and borrowings used to
support such assets. Net interest income is influenced by the rates earned on
Satilla's interest-earning assets, the rates paid on its interest-bearing
liabilities, the relative amounts of interest-earning assets and
interest-bearing liabilities, and the maturities and repricing characteristics
of its interest-earning assets and interest bearing liabilities. Because the
Bank may initially have to pay above average rates on deposits and charge below
average rates on loans to attract customers, Satilla's net interest income may
be less during the Bank's initial years of operation than that of its
competitors, until it can rely more upon a historical record of customer service
to attract business.
Year 2000 Considerations. The Year 2000 issue is the result of
potential problems with computer systems or any equipment with computer chips
that use dates that have been stored as two digits rather than four (e.g., "99"
for 1999). On January 1, 2000, any clock or date recording
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<PAGE> 12
mechanism, including date sensitive software, which uses only two digits to
represent the year may recognize a date using "00" as the year 1900 rather than
the year 2000 (the "Year 2000 Problem"). This could result in system failures or
miscalculations causing disruption of operations, including, among other things,
a temporary inability to process transactions, send invoices or perform similar
tasks.
Satilla and the Bank will rely upon computer software and hardware
systems to perform their operations, some of which will be managed internally by
Satilla and the Bank and others that will be provided by third-party vendors.
Satilla is aware of the Year 2000 Problem, and Satilla recognizes that the Year
2000 Problem, if not properly addressed, could have a material adverse effect on
Satilla, the Bank and the Bank's customers. Because Satilla and the Bank have
not yet begun operations, they do not presently have any existing computer
software or hardware to evaluate or fix. However, Satilla intends to evaluate
all hardware and software for Year 2000 compliance before purchasing, licensing,
leasing or contracting any equipment from third parties.
Satilla is currently in the process of reviewing software and hardware
vendors and is considering entering into a contract with The Intercept Group
("Intercept") to use its "PC BancPAC" data processing and item processing
banking systems. Satilla will seek assurances that Intercept's software and
hardware computer systems are, or will be, Year 2000 compliant. Satilla will not
begin operations until it has assurances that its computer software and hardware
systems are, or will be, Year 2000 compliant.
Satilla has not contracted with any independent source to analyze
Satilla's Year 2000 exposure, but believes that its exposure is manageable
because it is aware of the issues and will only use systems that it believes
will be Year 2000 compliant. Satilla believes that its costs in addressing the
Year 2000 issues will be nominal since it will not have to replace or fix any
existing computer software programs or hardware.
Satilla has developed a "Year 2000 Project Plan" whereby a "Year 2000
Project Team" will be formed from the Bank's management and staff to address the
Year 2000 Problem. The Year 2000 Project Team is expected to evaluate all
software and hardware systems to determine compliance. After the Bank commences
operations, the Year 2000 Project Team is expected to monitor the Bank's own
systems, if any, and all third-party systems regularly to assess any risks to
Satilla and the Bank and to proactively work with third-party vendors to ensure
all Satilla's and Bank's systems are Year 2000 compliant. The Bank intends to
actively assess and monitor its Year 2000 exposure created when it loans money
to its customers.
Satilla is also developing a contingency plan in the event that its
computer systems do not properly handle the Year 2000 date change. Under the
plan, Satilla would hire experienced third party vendors to modify, update or
replace any of Satilla's computer systems that are unable to properly handle the
Year 2000 date change.
The Organizers are taking what they believe to be prudent and
reasonable steps to ensure that Satilla's and the Bank's computer systems, as
well as those of their proposed suppliers and customers, are Year 2000
compliant. However, if such systems do not properly handle the Year 2000 date
change, Satilla's and the Bank's business, financial condition and results of
operations could me materially adversely effected.
-6-
<PAGE> 13
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
There are no material pending legal proceedings to which Satilla or the
Bank is a party or of which any of their property is the subject.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
(a) Not applicable.
(b) Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There were no matters submitted to security holders for a vote during
the three months ended June 30, 1999.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits. The following exhibits are filed as a part of this
report:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
3.1 Articles of Incorporation of Satilla.*
3.2 Bylaws of Satilla.*
4.1 Specimen Stock Certificate of Satilla's Common Stock.*
4.2 Form of Organizer Warrant.*
10.1 Satilla's Amended and Restated 1999 Long-Term Incentive Plan.*
10.2 Loan Agreement, dated as of September 30, 1998, by and
between Satilla, as Borrower, The Bankers Bank, as
Lender, and Satilla's Organizers, as Guarantors.*
</TABLE>
-7-
<PAGE> 14
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
10.3 Escrow Agreement, dated as of March 31, 1999, by and
between Satilla and The Bankers Bank, as Escrow Agent.*
10.4 Option Agreement, dated as of October 21, 1998, by and
between Cecily Hill, Sheila Meadows, Melodie Page,
Elese Stover, and Jennifer Wright, as Optionors, the
Bank and/or Satilla, as Optionee, relating to the
purchase of the site for the Bank's Camden County
office.*
10.5 Option Agreement, dated as of October 21, 1998, by and
between M. Anthony Ham, as Optionor, and the Bank
and/or Satilla relating to the purchase of the site for
the Bank's Brantley County office.*
27.1 Financial Data Schedule. (for SEC use only).
</TABLE>
-----------------
* Incorporated by reference to Satilla's Registration Statement
on Form SB-2 (File No. 333-75727) dated April 6, 1999.
(b) Reports on Form 8-K. No report on Form 8-K was filed during the
three month period ended June 30, 1999.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
SATILLA FINANCIAL SERVICES, INC.
Date: September 7, 1999 By: /s/ Rodney E. Bennett
--------------------------------------
Name: Rodney E. Bennett
Title: President and
Chief Executive Officer
-8-
<PAGE> 15
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ----------- ----------------------------------------------------
27.1 Financial Data Schedule. (for SEC use only).
-9-
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 10,419
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 0
<ALLOWANCE> 0
<TOTAL-ASSETS> 183,875
<DEPOSITS> 0
<SHORT-TERM> 350,000
<LIABILITIES-OTHER> 10,128
<LONG-TERM> 0
0
0
<COMMON> 13
<OTHER-SE> (176,266)
<TOTAL-LIABILITIES-AND-EQUITY> 183,875
<INTEREST-LOAN> 0
<INTEREST-INVEST> 0
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 0
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 10,128
<INTEREST-INCOME-NET> 0
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 119,555
<INCOME-PRETAX> 0
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (129,683)
<EPS-BASIC> (99.76)
<EPS-DILUTED> (99.76)
<YIELD-ACTUAL> 0
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 0
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 0
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
