MULLY CORP, 10SB12G/A, 1999-05-26

MULLY CORP
10SB12G/A, 1999-05-26
BLANK CHECKS

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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

FORM 10-SB\A1

GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL BUSINESS ISSUERS
Under Section 12(g) of
The Securities Exchange Act of 1934

MULLY CORP.
-----------
(Name of Small Business Issuer in its charter)

Nevada 84-1381946
------ ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

2851 S. Parker Road
Suite 720
Aurora, Colorado 80014
---------------- -----
(Address of principal executive offices) (Zip code)

Issuer's telephone number: (303) 671-8920
--------------

Securities to be registered pursuant to Section 12(b) of the Act:
none

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock
------------
(Title of Class)

Page One of Forty Nine Pages
Exhibit Index is Located at Page Forty Six

<PAGE>

TABLE OF CONTENTS

Page
----
PART I

Item 1. Description of Business . . . . . . . . . . . . . 3

Item 2. Plan of Operation. . . . . . . . . . . . . . . . . 8

Item 3. Description of Property. . . . . . . . . . . . . . 14

Item 4. Security Ownership of Certain
Beneficial Owners and Management . . . . . . . . . 14

Item 5. Directors, Executive Officers, Promoters
and Control Persons. . . . . . . . . . . . . . . 15

Item 6. Executive Compensation . . . . . . . . . . . . . . 21

Item 7. Certain Relationships and
Related Transactions. . . . . . . . . . . . . . 22

Item 8. Description of Securities. . . . . . . . . . . . . 22

PART II

Item 1. Market for Common Equities and Related Stockholder
Matters . . . . . . . . . . . . . .. . . . . . . 24

Item 2. Legal Proceedings. . . . . . . . . . . . . . . . . 25

Item 3. Changes in and Disagreements with Accountants. . . 25

Item 4. Recent Sales of Unregistered Securities. . . . . . 26

Item 5. Indemnification of Directors and Officers. . . . . 27

PART F/S

Financial Statements . . . . . . . . . . . . . . . 29

PART III

Item 1. Index to Exhibits. . . . . . . . . . . . . . . . . 46

Item 2. Description of Exhibits. . . . . . . . . . . . . . 48

<PAGE>

PART I

ITEM 1. DESCRIPTION OF BUSINESS

Mully Corp. (the "Company"), was incorporated on November 4, 1996 under the
laws of the State of Nevada, to engage in any lawful corporate undertaking,
including, but not limited to, selected mergers and acquisitions. The Company
has been in the developmental stage since inception and has no operations to
date. Other than issuing shares to its original shareholders, the Company never
commenced any operational activities. As such, the Company can be defined as a
"shell" company, whose sole purpose at this time is to locate and consummate a
merger or acquisition with a private entity. The Board of Directors of the
Company has elected to commence implementation of the Company's principal
business purpose, described below under "Item 2 - Plan of Operation".

The Company is filing this Registration Statement on a voluntary basis
because the primary attraction of the Company as a merger partner or acquisition
vehicle will be its status as a public company. Any business combination or
transaction will likely result in a significant issuance of shares and
substantial dilution to present stockholders of the Company.

The proposed business activities described herein classify the Company as a
"blank check" company. Many states have enacted statutes, rules and regulations
limiting the sale of securities of "blank check" companies in their respective
jurisdictions. Management does not intend to undertake any efforts to cause a
market to develop in the Company's securities or undertake any offering of the
Company's securities, either debt or equity, until such time as the Company has
successfully implemented its business plan of merging with an unaffiliated
entity or otherwise acquiring assets as more fully described herein. Relevant
thereto, each shareholder of the Company has executed and delivered a "lock-up"
letter agreement, affirming that they shall not sell their respective shares of
the Company's common stock until such time as the Company has successfully
consummated a merger or acquisition and the Company is no longer classified as a
"blank check" company. In order to provide further assurances that no trading
will occur in the Company's securities until a merger or acquisition has been
consummated, each shareholder has agreed to place their respective stock
certificate with the Company's legal counsel, Andrew I. Telsey, P.C., who will
not release these respective certificates until such time as legal counsel has
confirmed that a merger or acquisition has been successfully consummated. Andrew
I. Telsey is also an officer, director and principal shareholder of the Company.
However, while management believes that the procedures established to preclude
any sale of the Company's securities prior to closing of a merger or acquisition
will be sufficient, there can be no assurances that the procedures established
relevant herein will

<PAGE>

unequivocally limit any shareholder's ability to sell their respective
securities before such closing.

The Company's business is subject to numerous risk factors, including the
following:

Going Concern; No Operating History or Revenue and Minimal Assets. The
Company's financial statements accompanying this Registration Statement have
been prepared assuming that the Company will continue as a going concern, which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. The financial statements do not include any
adjustment that might result from the outcome of this uncertainty. The Company
has had no operating history nor any revenues or earnings from operations. The
Company has no significant assets or financial resources. The Company will, in
all likelihood, sustain operating expenses without corresponding revenues, at
least until the consummation of a business combination. This may result in the
Company incurring a net operating loss which will increase continuously until
the Company can consummate a business combination with a profitable business
opportunity. There is no assurance that the Company can identify such a business
opportunity and consummate such a business combination.

Speculative Nature of Company's Proposed Operations. The success of the
Company's proposed plan of operation will depend to a great extent on the
operations, financial condition and management of the identified business
opportunity. While management intends to seek business combination(s) with
entities having established operating histories, there can be no assurance that
the Company will be successful in locating candidates meeting such criteria. In
the event the Company completes a business combination, of which there can be no
assurance, the success of the Company's operations may be dependent upon
management of the successor firm or venture partner firm and numerous other
factors beyond the Company's control.

Scarcity of and Competition for Business Opportunities and Combinations.
The Company is and will continue to be an insignificant participant in the
business of seeking mergers with, joint ventures with and acquisitions of small
private and public entities. A large number of established and well-financed
entities, including venture capital firms, are active in mergers and
acquisitions of companies which may be desirable target candidates for the
Company. Nearly all such entities have significantly greater financial
resources, technical expertise and managerial capabilities than the Company and,
consequently, the Company will be at a competitive disadvantage in identifying
possible business opportunities and successfully completing a business
combination. Moreover, the Company will also compete in seeking merger or
acquisition candidates with numerous other small public companies.

<PAGE>

No Agreement for Business Combination or Other Transaction-No Standards for
Business Combination. The Company has no arrangement, agreement or understanding
with respect to engaging in a merger with, joint venture with or acquisition of,
a private or public entity. There can be no assurance the Company will be
successful in identifying and evaluating suitable business opportunities or in
concluding a business combination. Management has not identified any particular
industry or specific business within an industry for evaluation by the Company.
There is no assurance the Company will be able to negotiate a business
combination on terms favorable to the Company. The Company has not established a
specific length of operating history or a specified level of earnings, assets,
net worth or other criteria which it will require a target business opportunity
to have achieved, and without which the Company would not consider a business
combination in any form with such business opportunity. Accordingly, the Company
may enter into a business combination with a business opportunity having no
significant operating history, losses, limited or no potential for earnings,
limited assets, negative net worth or other negative characteristics.

Continued Management Control, Limited Time Availability. While seeking a
business combination, management anticipates devoting up to twenty hours per
month to the business of the Company. None of the Company's officers has entered
into a written employment agreement with the Company and none is expected to do
so in the foreseeable future. The Company has not obtained key man life
insurance on any of its officers or directors. Notwithstanding the combined
limited experience and time commitment of management, loss of the services of
any of these individuals would adversely affect development of the Company's
business and its likelihood of continuing operations. See "Item 5 - Directors,
Executive Officers, Promoters and Control Persons."

Conflicts of Interest - General. Officers and directors of the Company may
in the future participate in business ventures which could be deemed to compete
directly with the Company. Additional conflicts of interest and non-arms length
transactions may also arise in the future in the event the Company's officers or
directors are involved in the management of any firm with which the Company
transacts business. Management has adopted a policy that the Company will not
seek a merger with, or acquisition of, any entity in which management serve as
officers, directors or partners, or in which they or their family members own or
hold any ownership interest.

Reporting Requirements May Delay or Preclude Acquisition. Sections 13 and
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), require
companies subject thereto to provide certain information about significant
acquisitions, including certified financial statements for the company acquired,
covering one, two, or three years, depending on the relative size of the

<PAGE>

acquisition. The time and additional costs that may be incurred by some target
entities to prepare such statements may significantly delay or essentially
preclude consummation of an otherwise desirable acquisition by the Company.
Acquisition prospects that do not have or are unable to obtain the required
audited statements may not be appropriate for acquisition so long as the
reporting requirements of the 1934 Act are applicable.

Lack of Market Research or Marketing Organization. The Company has neither
conducted, nor have others made available to it, results of market research
indicating that market demand exists for the transactions contemplated by the
Company. Moreover, the Company does not have, and does not plan to establish, a
marketing organization. Even in the event demand is identified for a merger or
acquisition contemplated by the Company, there is no assurance the Company will
be successful in completing any such business combination.

Lack of Diversification. The Company's proposed operations, even if
successful, will in all likelihood result in the Company engaging in a business
combination with a business opportunity. Consequently, the Company's activities
may be limited to those engaged in by business opportunities which the Company
merges with or acquires. The Company's inability to diversify its activities
into a number of areas may subject the Company to economic fluctuations within a
particular business or industry and therefore increase the risks associated with
the Company's operations.

Regulation. Although the Company will be subject to regulation under the
Securities Exchange Act of 1934, management believes the Company will not be
subject to regulation under the Investment Company Act of 1940, insofar as the
Company will not be engaged in the business of investing or trading in
securities. In the event the Company engages in business combinations which
result in the Company holding passive investment interests in a number of
entities, the Company could be subject to regulation under the Investment
Company Act of 1940. In such event, the Company would be required to register as
an investment company and could be expected to incur significant registration
and compliance costs. The Company has obtained no formal determination from the
Securities and Exchange Commission as to the status of the Company under the
Investment Company Act of 1940 and, consequently, any violation of such Act
would subject the Company to material adverse consequences.

Probable Change in Control and Management. A business combination involving
the issuance of the Company's Common Shares will, in all likelihood, result in
shareholders of a private company obtaining a controlling interest in the
Company. Any such business combination may require management of the Company to
sell or transfer all or a portion of the Company's Common Shares held by them,
or resign as members of the Board of Directors of the

<PAGE>

Company. The resulting change in control of the Company could result in removal
of one or more present officers and directors of the Company and a corresponding
reduction in or elimination of their participation in the future affairs of the
Company.

Reduction of Percentage Share Ownership Following Business Combination. The
Company's primary plan of operation is based upon a business combination with a
private concern which, in all likelihood, would result in the Company issuing
securities to shareholders of any such private company. The issuance of
previously authorized and unissued Common Shares of the Company would result in
reduction in percentage of shares owned by present and prospective shareholders
of the Company and may result in a change in control or management of the
Company.

Disadvantages of Blank Check Offering. The Company may enter into a
business combination with an entity that desires to establish a public trading
market for its shares. A business opportunity may attempt to avoid what it deems
to be adverse consequences of undertaking its own public offering by seeking a
business combination with the Company. Such consequences may include, but are
not limited to, time delays of the registration process, significant expenses to
be incurred in such an offering, loss of voting control to public shareholders
and the inability or unwillingness to comply with various federal and state laws
enacted for the protection of investors.

Taxation. Federal and state tax consequences will, in all likelihood, be
major considerations in any business combination the Company may undertake.
Currently, such transactions may be structured so as to result in tax-free
treatment to both companies, pursuant to various federal and state tax
provisions. The Company intends to structure any business combination so as to
minimize the federal and state tax consequences to both the Company and the
target entity; however, there can be no assurance that such business combination
will meet the statutory requirements of a tax-free reorganization or that the
parties will obtain the intended tax-free treatment upon a transfer of stock or
assets. A non-qualifying reorganization could result in the imposition of both
federal and state taxes which may have an adverse effect on both parties to the
transaction.

Requirement of Audited Financial Statements May Disqualify Business
Opportunities. Management of the Company believes that any potential business
opportunity must provide audited financial statements for review, for the
protection of all parties to the business combination. One or more attractive
business opportunities may choose to forego the possibility of a business
combination with the Company, rather than incur the expenses associated with
preparing audited financial statements.

<PAGE>

ITEM 2. PLAN OF OPERATION

The Company intends to seek to acquire assets or shares of an entity
actively engaged in business which generates revenues, in exchange for its
securities. The Company has no particular acquisitions in mind and has not
entered into any negotiations regarding such an acquisition. None of the
Company's officers, directors, promoters or affiliates have engaged in any
preliminary contact or discussions with any representative of any other company
regarding the possibility of an acquisition or merger between the Company and
such other company as of the date of this Registration Statement.

The Company has no full time employees. The Company's President and
Secretary have agreed to allocate a portion of their time to the activities of
the Company, without compensation. These officers anticipate that the business
plan of the Company can be implemented by their devoting minimal time per month
to the business affairs of the Company and, consequently, conflicts of interest
may arise with respect to the limited time commitment by such officers. See
"Item 5 - Directors, Executive Officers, Promoters and Control Persons -
Resumes."

The Company's officers and directors were formerly involved with other
"blank check" companies. The Company's officers and directors may, in the
future, become involved with other companies who have a business purpose similar
to that of the Company. As a result, additional potential conflicts of interest
may arise in the future. If such a conflict does arise and an officer or
director of the Company is presented with business opportunities under
circumstances where there may be a doubt as to whether the opportunity should
belong to the Company or another "blank check" company they are affiliated with,
they will disclose the opportunity to all such companies. If a situation arises
in which more than one company desires to merge with or acquire that target
company and the principals of the proposed target company has no preference as
to which company will merger or acquire such target company, the company which
first filed a registration statement with the Securities and Exchange Commission
will be entitled to proceed with the proposed transaction. See "Item 5 -
Directors, Executive Officers, Promoters and Control Persons - Prior 'Blank
Check' Experience."

The Articles of Incorporation of the Company provides that the Company
shall possess and may indemnify officers and/or directors of the Company for
liabilities, which can include liabilities arising under the securities laws.
Therefore, assets of the Company could be used or attached to satisfy any
liabilities subject to such indemnification. See "Part II - Item 5
Indemnification of Directors and Officers."

<PAGE>

GENERAL BUSINESS PLAN

The Company's purpose is to seek, investigate and, if such investigation
warrants, acquire an interest in business opportunities presented to it by
persons or firms who or which desire to seek the perceived advantages of an
Exchange Act registered corporation. The Company will not restrict its search to
any specific business, industry, or geographical location and the Company may
participate in a business venture of virtually any kind or nature. This
discussion of the proposed business is purposefully general and is not meant to
be restrictive of the Company's virtually unlimited discretion to search for and
enter into potential business opportunities. Management anticipates that it may
be able to participate in only one potential business venture because the
Company has nominal assets and limited financial resources. See "Part F/S -
Financial Statements." This lack of diversification should be considered a
substantial risk to shareholders of the Company because it will not permit the
Company to offset potential losses from one venture against gains from another.

The Company may seek a business opportunity with entities which have
recently commenced operations, or which wish to utilize the public marketplace
in order to raise additional capital in order to expand into new products or
markets, to develop a new product or service, or for other corporate purposes.
The Company may acquire assets and establish wholly owned subsidiaries in
various businesses or acquire existing businesses as subsidiaries.

The Company anticipates that the selection of a business opportunity in
which to participate will be complex and extremely risky. Due to general
economic conditions, rapid technological advances being made in some industries
and shortages of available capital, management believes that there are numerous
firms seeking the perceived benefits of a publicly registered corporation. Such
perceived benefits may include facilitating or improving the terms on which
additional equity financing may be sought, providing liquidity for incentive
stock options or similar benefits to key employees, providing liquidity (subject
to restrictions of applicable statutes), for all shareholders and other factors.
Potentially, available business opportunities may occur in many different
industries and at various stages of development, all of which will make the task
of comparative investigation and analysis of such business opportunities
extremely difficult and complex.

The Company has, and will continue to have, no capital with which to
provide the owners of business opportunities with any significant cash or other
assets. However, management believes the Company will be able to offer owners of
acquisition candidates the opportunity to acquire a controlling ownership
interest in a publicly registered company without incurring the cost and time
required to conduct an initial public offering. The owners of the

<PAGE>

business opportunities will, however, incur significant legal and accounting
costs in connection with acquisition of a business opportunity, including the
costs of preparing Form 8-K's, 10-K's or 10-KSB's, agreements and related
reports and documents. The Securities Exchange Act of 1934 (the "34 Act")
specifically requires that any merger or acquisition candidate comply with all
applicable reporting requirements, which include providing audited financial
statements to be included within the numerous filings relevant to complying with
the 34 Act. Nevertheless, the officers and directors of the Company have not
conducted market research and are not aware of statistical data which would
support the perceived benefits of a merger or acquisition transaction for the
owners of a business opportunity.

The analysis of new business opportunities will be undertaken by, or under
the supervision of, the officers and directors of the Company, none of whom is a
professional business analyst. Management intends to concentrate on identifying
preliminary prospective business opportunities which may be brought to its
attention through present associations of the Company's officers and directors,
or by the Company's shareholders. In analyzing prospective business
opportunities, management will consider such matters as the available technical,
financial and managerial resources; working capital and other financial
requirements; history of operations, if any; prospects for the future; nature of
present and expected competition; the quality and experience of management
services which may be available and the depth of that management; the potential
for further research, development, or exploration; specific risk factors not now
foreseeable but which then may be anticipated to impact the proposed activities
of the Company; the potential for growth or expansion; the potential for profit;
the perceived public recognition of acceptance of products, services, or trades;
name identification; and other relevant factors. Officers and directors of the
Company expect to meet personally with management and key personnel of the
business opportunity as part of their investigation. To the extent possible, the
Company intends to utilize written reports and personal investigation to
evaluate the above factors. The Company will not acquire or merge with any
company for which audited financial statements cannot be obtained within a
reasonable period of time after closing of the proposed transaction.

Management of the Company, while not especially experienced in matters
relating to the new business of the Company, shall rely upon their own efforts
and, to a much lesser extent, the efforts of the Company's shareholders, in
accomplishing the business purposes of the Company. It is not anticipated that
any outside consultants or advisors will be utilized by the Company to
effectuate its business purposes described herein. However, if the Company does
retain such an outside consultant or advisor, any cash fee earned by such party
will need to be paid by the prospective merger/ acquisition candidate, as the
Company has no cash assets with which

<PAGE>

to pay such obligation. There have been no contracts or agreements with any
outside consultants and none are anticipated in the future.

The Company will not restrict its search for any specific kind of firms,
but may acquire a venture which is in its preliminary or development stage,
which is already in operation, or in essentially any stage of its corporate
life. It is impossible to predict at this time the status of any business in
which the Company may become engaged, in that such business may need to seek
additional capital, may desire to have its shares publicly traded, or may seek
other perceived advantages which the Company may offer. However, the Company
does not intend to obtain funds in one or more private placements to finance the
operation of any acquired business opportunity until such time as the Company
has successfully consummated such a merger or acquisition.

It is anticipated that the Company will incur nominal expenses in the
implementation of its business plan described herein. Because the Company has no
capital with which to pay these anticipated expenses, present management of the
Company will pay these charges with their personal funds, as interest free loans
to the Company. However, the only opportunity which management has to have these
loans repaid will be from a prospective merger or acquisition candidate.
Management has agreed among themselves that the repayment of any loans made on
behalf of the Company will not impede, or be made conditional in any manner, to
consummation of a proposed transaction.

ACQUISITION OF OPPORTUNITIES

In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization, joint
venture, or licensing agreement with another corporation or entity. It may also
acquire stock or assets of an existing business. On the consummation of a
transaction, it is probable that the present management and shareholders of the
Company will no longer be in control of the Company. In addition, the Company's
directors may, as part of the terms of the acquisition transaction, resign and
be replaced by new directors without a vote of the Company's shareholders or may
sell their stock in the Company. Any terms of sale of the shares presently held
by officers and/or directors of the Company will be also afforded to all other
shareholders of the Company on similar terms and conditions. Any and all such
sales will only be made in compliance with the securities laws of the United
States and any applicable state.

It is anticipated that any securities issued in any such reorganization
would be issued in reliance upon exemption from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of its

<PAGE>

transaction, the Company may agree to register all or a part of such securities
immediately after the transaction is consummated or at specified times
thereafter. If such registration occurs, of which there can be no assurance, it
will be undertaken by the surviving entity after the Company has successfully
consummated a merger or acquisition and the Company is no longer considered a
"shell" company. Until such time as this occurs, the Company will not attempt to
register any additional securities. The issuance of substantial additional
securities and their potential sale into any trading market which may develop in
the Company's securities may have a depressive effect on the value of the
Company's securities in the future, if such a market develops, of which there is
no assurance.

While the actual terms of a transaction to which the Company may be a party
cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so-called "tax-free" reorganization under
Sections 368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In order to
obtain tax-free treatment under the Code, it may be necessary for the owners of
the acquired business to own 80% or more of the voting stock of the surviving
entity. In such event, the shareholders of the Company, would retain less than
20% of the issued and outstanding shares of the surviving entity, which would
result in significant dilution in the equity of such shareholders.

As part of the Company's investigation, officers and directors of the
Company will meet personally with management and key personnel, may visit and
inspect material facilities, obtain independent analysis of verification of
certain information provided, check references of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise. The manner in which the
Company participates in an opportunity will depend on the nature of the
opportunity, the respective needs and desires of the Company and other parties,
the management of the opportunity and the relative negotiation strength of the
Company and such other management.

With respect to any merger or acquisition, negotiations with target company
management is expected to focus on the percentage of the Company which the
target company shareholders would acquire in exchange for all of their
shareholdings in the target company. Depending upon, among other things, the
target company's assets and liabilities, the Company's shareholders will in all
likelihood hold a substantially lesser percentage ownership interest in the
Company following any merger or acquisition. The percentage ownership may be
subject to significant reduction in the event the Company acquires a target
company with substantial assets. Any merger or acquisition effected by the
Company can be expected to have a

<PAGE>

significant dilutive effect on the percentage of shares held by the Company's
then shareholders.

The Company will participate in a business opportunity only after the
negotiation and execution of appropriate written agreements. Although the terms
of such agreements cannot be predicted, generally such agreements will require
some specific representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by each of the parties prior to and after
such closing, will outline the manner of bearing costs, including costs
associated with the Company's attorneys and accountants, will set forth remedies
on default and will include miscellaneous other terms.

As stated hereinabove, the Company will not acquire or merge with any
entity which cannot provide independent audited financial statements within a
reasonable period of time after closing of the proposed transaction. The Company
is subject to all of the reporting requirements included in the 34 Act. Included
in these requirements is the affirmative duty of the Company to file independent
audited financial statements as part of its Form 8-K to be filed with the
Securities and Exchange Commission upon consummation of a merger or acquisition,
as well as the Company's audited financial statements included in its annual
report on Form 10-K (or 10-KSB, as applicable). If such audited financial
statements are not available at closing, or within time parameters necessary to
insure the Company's compliance with the requirements of the 34 Act, or if the
audited financial statements provided do not conform to the representations made
by the candidate to be acquired in the closing documents, the closing documents
will provide that the proposed transaction will be voidable, at the discretion
of the present management of the Company. If such transaction is voided, the
agreement will also contain a provision providing for the acquisition entity to
reimburse the Company for all costs associated with the proposed transaction.

YEAR 2000 DISCLOSURE

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. As a result, many companies will be required to undertake major projects
to address the Year 2000 issue. Because the Company has no assets, including any
personal property such as computers, it is not anticipated that the Company will
incur any negative impact as a result of this potential problem. However, it is
possible that this issue may have an impact on the Company after the Company
successfully consummates a merger or acquisition. Management intends to address
this potential problem with any prospective

<PAGE>

merger or acquisition candidate. There can be no assurances that new management
of the Company will be able to avoid a problem in this regard after a merger or
acquisition is so consummated.

COMPETITION

The Company will remain an insignificant participant among the firms which
engage in the acquisition of business opportunities. There are many established
venture capital and financial concerns which have significantly greater
financial and personnel resources and technical expertise than the Company. In
view of the Company's combined extremely limited financial resources and limited
management availability, the Company will continue to be at a significant
competitive disadvantage compared to the Company's competitors.

ITEM 3. DESCRIPTION OF PROPERTY

The Company has no properties and at this time has no agreements to acquire
any properties. The Company intends to attempt to acquire assets or a business
in exchange for its securities which assets or business is determined to be
desirable for its objectives.

The Company operates from its offices at 2851 S. Parker Road, Suite 720,
Aurora, Colorado 80014. This space is provided to the Company on a rent free
basis by Andrew I. Telsey, the sole officer and director and a principal
shareholder of the Company and it is anticipated that this arrangement will
remain until such time as the Company successfully consummates a merger or
acquisition. Management believes that this space will meet the Company's needs
for the foreseeable future.

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The table below lists the beneficial ownership of the Company's voting
securities by each person known by the Company to be the beneficial owner of
more than 5% of such securities, as well as the securities of the Company
beneficially owned by all directors and officers of the Company. Unless
otherwise indicated, the shareholders listed possess sole voting and investment
power with respect to the shares shown.

NAME AND AMOUNT AND
ADDRESS OF NATURE OF
BENEFICIAL BENEFICIAL PERCENT OF
TITLE OF CLASS OWNER OWNER CLASS
- -------------- ----- ----- -----

Common Andrew I. Telsey 260,000 52%
6198 S. Moline Ct.
Englewood, CO 80111

<PAGE>

NAME AND AMOUNT AND
ADDRESS OF NATURE OF
BENEFICIAL BENEFICIAL PERCENT OF
TITLE OF CLASS OWNER OWNER CLASS
- -------------- ----- ----- -----

Common All Officers and 260,000 52%
Directors as a
Group (1 person)

The balance of the Company's outstanding Common Shares are held by 10
persons.

(b) Security Ownership of Management.

The following table sets forth the beneficial ownership for each class of
equity securities of Mully Corp. beneficially owned by all directors and
officers of the Company.

NAME AND AMOUNT AND
ADDRESS OF NATURE OF
BENEFICIAL BENEFICIAL PERCENT
TITLE OF CLASS OWNER OWNER OF CLASS
- -------------- ----- ----- --------

Common Andrew I. Telsey 260,000 52%
6198 S. Moline Ct.
Englewood, CO 80111

Common All Officers and 260,000 52%
Directors as a
Group (1 person)

ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS.

The directors and officers of the Company are as follows:

Name Age Position
---- --- --------

Andrew I. Telsey 46 President, Secretary,
Treasurer and Director

The above listed officers and directors will serve until the next annual
meeting of the shareholders or until their death, resignation, retirement,
removal, or disqualification, or until their successors have been duly elected
and qualified. Vacancies in the existing Board of Directors are filled by
majority vote of the remaining Directors. Officers of the Company serve at the
will of the Board of Directors. There is no family relationship between any
executive officer and director of the Company.

<PAGE>

RESUMES

Andrew I. Telsey, President, Secretary, Treasurer and a director. Mr.
Telsey has held his positions with the Company since its inception. From 1984
through the present, Mr. Telsey has been employed by Andrew I. Telsey, P.C.,
Aurora, Colorado, a professional corporation engaged in the practice of law,
emphasizing securities law, mergers, acquisitions and general business matters.
This firm is also legal counsel to the Company. Mr. Telsey received a Juris
Doctor degree from Syracuse University College of Law in 1979 and a Bachelor of
Arts degree from Ithaca College in 1975. He devotes only such time as necessary
to the business of the Company, which time is expected to be nominal.

PRIOR "BLANK CHECK" EXPERIENCE

Mr. Telsey was an officer and director of Mathy Corporation ("Mathy"), a
"blank check" public reporting company. Mathy filed a Registration Statement on
Form 10-SB in June 1998, which became effective in August 1998, wherein it
registered its common stock pursuant to Section 12(g) of the Securities Exchange
Act of 1934, as amended. Effective May 7, 1999, pursuant to a definitive
agreement (the "Mathy Agreement"), Mathy acquired all of the issued and
outstanding securities of the Cooper Memphis Group, Inc. ("Cooper"), a
California corporation. The terms of the transaction involved Mathy undertaking
a forward split of its issued and outstanding common stock whereby 2.5 shares of
common stock were issued in exchange for every share of common stock outstanding
immediately prior to the closing of the transaction in order to establish the
number of issued and outstanding common shares of Mathy at closing to be
1,250,000. Thereafter, Mathy issued an aggregate of 11,250,000 shares of its
"restricted" common stock to the former shareholders of Cooper in exchange for
all of their stock in Cooper. Cooper did not survive the transaction. Mathy also
changed its name to "DrivingAmerica.com, Inc." ("DAI"). Pursuant to the terms of
the Mathy Agreement, Mr. Telsey resigned his respective positions in Mathy.

DAI's principal business is as a marketer of database information related
to automotive marketing under the name "Automotive Consumer Services." The
initial database is comprised of new vehicle information, including
specifications and dealer vehicle costs, which are sold to consumers in the form
of printed vehicle reports. In turn, the consumers who purchase the reports,
along with their behavioral characteristics, become the source of a secondary,
marketed database of consumer information to several manufacturers of
automobiles, local dealer referral programs and affinity groups. DAI is based in
Irvine, California.

DAI intends to expand operations into other logically related and lucrative
services related to the acquisition of an automobile. At the same time, it
expects to develop Internet technology to

<PAGE>

facilitate the expansion of the list of services to include other auto-related
financial services. As of the date of this registration statement, DAI is in the
process of completing its independent audit of its financial statements. While
it is anticipated that DAI will file an application to list its common stock for
trading on the OTC Bulletin Board operated by the National Association of
Securities Dealers, Inc., no such application has been filed as of the date of
this registration statement and there can be no assurances that if filed, such
an application will be approved.

Mr. Telsey was formerly an officer and director of Tarcyn Corporation
("Tarcyn"), a "blank check" public reporting company. Tarcyn filed a
Registration Statement on Form 10-SB in May 1997, which became effective in July
1997, wherein it registered its common stock pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended. Effective February 16, 1999,
pursuant to a definitive agreement, Tarcyn acquired all of the issued and
outstanding securities of CreditCo, Inc. ("Creditco"), a Delaware corporation.
The terms of the transaction involved Tarcyn undertaking a forward split of its
issued and outstanding common stock whereby 3.5 shares of common stock were
issued in exchange for every share of common stock outstanding immediately prior
to the closing of the transaction in order to establish the number of issued and
outstanding common shares of Tarcyn at closing to be 1,750,000. Thereafter,
Tarcyn issued an aggregate of 15,750,000 shares of its "restricted" common stock
to the former shareholders of Creditco in exchange for all of their stock in
Creditco. Creditco did not survive the transaction. Tarcyn also changed its name
to "MerchantOnline.com, Inc." ("MOL"). Mr. Telsey resigned his positions with
Tarcyn upon closing of the aforesaid transaction. See "Conflicts of Interest."

MOL's principal business is to provide a diverse selection of services
which it has developed to allow Internet merchants to quickly and easily
establish a method of conducting business on the Internet with a minimal initial
investment and with low transaction costs. MOL intends to attempt to take
advantage of the anticipated enormous growth of the Internet by providing an
electronic payment solution for merchants that market and sell their products
and services on the Internet. The electronic commerce services ("E- commerce")
provided by MOL include allowing merchants to accept credit cards, debit cards
and online checks from customers in a secure, technologically advanced
environment. MOL is currently a single source of customer service which offers a
variety of Internet services including electronic shopping carts, web site
development and hosting, merchant accounts and real-time credit card processing
in a single package for one installation fee and only one, combined monthly
billing.

During 1998, its initial year of operations, Creditco generated revenues of
approximately $507,000, with a net loss of

<PAGE>

approximately $225,000. As of the date of this Registration Statement, MOL has
filed an application to list its common stock for trading on the OTC Bulletin
Board. There can be no assurance that this application will be approved.

Mr. Telsey was also an officer and director of Euro-Tel, Inc. ("ETI"), a
"blank check" public reporting company. ETI filed a Registration Statement on
Form 10-SB in December 1996, which became effective in February 1997, wherein it
registered its common stock pursuant to Section 12(g) of the Securities Exchange
Act of 1934, as amended. In June 1997, ETI consummated a merger with
PharmaSystems Cost Containment Corp., a Florida corporation ("Pharma"), engaged
in the delivery of pharmacy contract services, including mail service and retail
pharmacy networks. The terms of this transaction included ETI undertaking a
forward split of its issued and outstanding Common Stock, whereby 4 shares of
Common Stock were issued in exchange for each share of Common Stock then issued
and outstanding and, thereafter, the Pharma shareholders exchanged all of the
issued and outstanding Pharma Stock owned by them for an aggregate of 18,000,000
"restricted" Common Shares of ETI (post forward split), with ETI emerging as the
surviving company and Pharma being dissolved by operation of law. As of the date
of this Registration Statement management of Pharma has caused the Company to
become non-reporting under the Securities Exchange Act of 1934, as amended. To
the best knowledge of Mr. Telsey, there is no active market for the securities
of Pharma as of the date of this Registration Statement.

For the three month period ended March 31, 1997, the unaudited financial
statements of Pharma showed assets of $1,564,003, liabilities of $2,605,052,
revenues of $1,179,487 and a net loss of $(703,401). No other financial
information is currently available to management of the Company concerning
Pharma.

Mr. Telsey was also an officer and/or director of SDT Holding Corporation
("SDT"), a "blank check" public reporting company. SDT filed a Registration
Statement on Form 10-SB in July 1994, which became effective in December 1994,
wherein it registered its common stock pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended. Effective October 30, 1996, SDT
successfully consummated a share exchange agreement with European Business Group
(UK), Plc., an English corporation ("EBG") with its principal place of business
located in Surrey, England. The terms of the transaction involved SDT
undertaking a forward split of its issued and outstanding common shares whereby
8 shares of common stock were issued in exchange for every one (1) share of
common stock and, thereafter, SDT issued an aggregate of 18,000,000 shares of
its "restricted" common stock (post forward split) to the former shareholders of
EBG in exchange for all of the issued and outstanding stock of EBG. EBG remains
in existence as a wholly owned foreign subsidiary of SDT.

<PAGE>

EBG is a leasing company doing business through 16 wholly owned subsidiary
companies. For purposes herein, all references to EBG shall include EBG and its
subsidiaries. EBG's business is centered around two specific segments of the
leasing industry, including (i) marine containers; and (ii) the sale of
licensing rights to city information billboards worldwide (primarily in the
U.S.). Based upon management of the Company's review of available SEC filings
undertaken by current management of SDT, it appears that SDT has ceased filing
reports pursuant to the Securities Exchange Act of 1934, as amended and as a
result, no current financial information relating to SDT is readily available.
As of the date of this Registration Statement, there is no active market for
SDT's securities.

Mr. Telsey was also formerly an officer and director of Ashland Capital
Group, Inc. ("Ashland"), a public reporting company. Ashland obtained
effectiveness of a registration statement filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended, in May 1989.
Ashland successfully closed its initial public offering on February 16, 1990,
whereby 5,000,000 units were sold to the public at a price of $.01 per unit.
Ashland derived approximately $41,000 in net proceeds as a result of the
offering.

On October 9, 1990, pursuant to a definitive agreement, Ashland acquired
all of the issued and outstanding shares of Visual Presentation Products, Inc.,
a Florida corporation ("VPP"), in exchange for the issuance of common stock
equal to approximately 80% of Ashland's issued and outstanding common shares. At
the closing of the transaction, Ashland had available approximately $37,000 in
cash, remaining from the proceeds derived from its initial public offering. Mr.
Telsey resigned his positions with Ashland upon the closing of this agreement
and was replaced by the then management of VPP pursuant to the affirmative vote
of the Ashland shareholders.

After closing of the transaction with VPP, Ashland changed its name to
"Visual Design Industries, Inc." ("VDI"). VDI subsequently filed a registration
statement with the SEC, undertaking a secondary offering of its securities.
Prior to effectiveness of the registration statement, VDI's underwriter, Nutmeg
Securities, Inc., abandoned the proposed offering. To date, no market in VDI's
securities has ever developed.

Additionally, Mr. Telsey's practice of law emphasizes corporate and
securities transactions, including mergers and acquisitions. As a result, Mr.
Telsey has had additional experience in identifying private merger candidates.
Other than as disclosed hereinabove, no other member of the Company's management
has had any experience in identifying and examining private business candidates.

<PAGE>

The foregoing is a complete description of all "blank check" companies with
whom management of the Company has been, or is, involved. In each of these
transactions, the applicable company relied upon the exemption from registration
afforded by Section 4(2) and/or Regulation D or Regulation S promulgated under
the Securities Act of 1933, as amended in issuing the applicable securities to
the shareholders of the merger candidate. In each transaction, shareholders of
the private company which merged with the applicable public reporting company
did execute applicable Investment Letters acknowledging their investment
experience and in no instance were securities issued to greater than 35
non-accredited investors.

CONFLICTS OF INTEREST

Members of the Company's management are associated with other firms
involved in a range of business activities. Consequently, there are potential
inherent conflicts of interest in their acting as officers and directors of the
Company. Insofar as the officers and directors are engaged in other business
activities, management anticipates it will devote only a minor amount of time to
the Company's affairs.

The officers and directors of the Company are now and may in the future
become shareholders, officers or directors of other companies which may be
formed for the purpose of engaging in business activities similar to those
conducted by the Company. Accordingly, additional direct conflicts of interest
may arise in the future with respect to such individuals acting on behalf of the
Company or other entities. Moreover, additional conflicts of interest may arise
with respect to opportunities which come to the attention of such individuals in
the performance of their duties or otherwise. The Company does not currently
have a right of first refusal pertaining to opportunities that come to
management's attention insofar as such opportunities may relate to the Company's
proposed business operations.

The officers and directors are, so long as they are officers or directors
of the Company, subject to the restriction that all opportunities contemplated
by the Company's plan of operation which come to their attention, either in the
performance of their duties or in any other manner, will be considered
opportunities of, and be made available to the Company and the companies that
they are affiliated with on an equal basis. A breach of this requirement will be
a breach of the fiduciary duties of the officer or director. If the Company or
the companies in which the officers and directors are affiliated with both
desire to take advantage of an opportunity, then said officers and directors
would abstain from negotiating and voting upon the opportunity. However, all
directors may still individually take advantage of opportunities if the Company
should decline to do so. Except as set forth above, the Company has not adopted
any other conflict of interest policy with respect to such transactions.

<PAGE>

INVESTMENT COMPANY ACT OF 1940

Although the Company will be subject to regulation under the Securities Act
of 1933 and the Securities Exchange Act of 1934, management believes the Company
will not be subject to regulation under the Investment Company Act of 1940
insofar as the Company will not be engaged in the business of investing or
trading in securities. In the event the Company engages in business combinations
which result in the Company holding passive investment interests in a number of
entities, the Company could be subject to regulation under the Investment
Company Act of 1940. In such event, the Company would be required to register as
an investment company and could be expected to incur significant registration
and compliance costs. The Company has obtained no formal determination from the
Securities and Exchange Commission as to the status of the Company under the
Investment Company Act of 1940 and, consequently, any violation of such Act
would subject the Company to material adverse consequences. The Company's Board
of Directors unanimously approved a resolution stating that it is the Company's
desire to be exempt from the Investment Company Act of 1940 via Regulation 3a-2
thereto.

ITEM 6. EXECUTIVE COMPENSATION.

None of the Company's officers and/or directors receive any compensation
for their respective services rendered unto the Company, nor have they received
such compensation in the past. They all have agreed to act without compensation
until authorized by the Board of Directors, which is not expected to occur until
the Company has generated revenues from operations after consummation of a
merger or acquisition. As of the date of this Registration Statement, the
Company has no funds available to pay directors. Further, none of the directors
are accruing any compensation pursuant to any agreement with the Company.

It is possible that, after the Company successfully consummates a merger or
acquisition with an unaffiliated entity, that entity may desire to employ or
retain one or a number of members of the Company's management for the purposes
of providing services to the surviving entity, or otherwise provide other
compensation to such persons. However, the Company has adopted a policy whereby
the offer of any post-transaction remuneration to members of management will not
be a consideration in the Company's decision to undertake any proposed
transaction. Each member of management has agreed to disclose to the Company's
Board of Directors any discussions concerning possible compensation to be paid
to them by any entity which proposes to undertake a transaction with the Company
and further, to abstain from voting on such transaction. Therefore, as a
practical matter, if each member of the Company's Board of Directors is offered
compensation in any form from any prospective merger or acquisition candidate,
the proposed transaction will not be approved by the Company's Board of

<PAGE>

Directors as a result of the inability of the Board to affirmatively approve
such a transaction.

It is possible that persons associated with management may refer a
prospective merger or acquisition candidate to the Company. In the event the
Company consummates a transaction with any entity referred by associates of
management, it is possible that such an associate will be compensated for their
referral in the form of a finder's fee. It is anticipated that this fee will be
either in the form of restricted common stock issued by the Company as part of
the terms of the proposed transaction, or will be in the form of cash
consideration. However, if such compensation is in the form of cash, such
payment will be tendered by the acquisition or merger candidate, because the
Company has insufficient cash available. The amount of such finder's fee cannot
be determined as of the date of this Registration Statement, but is expected to
be comparable to consideration normally paid in like transactions. No member of
management of the Company will receive any finders fee, either directly or
indirectly, as a result of their respective efforts to implement the Company's
business plan outlined herein.

No retirement, pension, profit sharing, stock option or insurance programs
or other similar programs have been adopted by the Company for the benefit of
its employees.

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

There have been no related party transactions, or any other transactions or
relationships required to be disclosed pursuant to Item 404 of Regulation S-B.

ITEM 8. DESCRIPTION OF SECURITIES.

The Company's authorized capital stock consists of 125,000,000 shares, of
which 25,000,000 shares are Preferred Shares, par value $0.001 per share, and
100,000,000 are Common Shares, par value $0.0001 per share. There are 500,000
Common Shares issued and outstanding as of the date of this filing. There are no
preferred shares issued or outstanding.

Common Stock. All shares of Common Stock have equal voting rights and, when
validly issued and outstanding, are entitled to one vote per share in all
matters to be voted upon by shareholders. The shares of Common Stock have no
preemptive, subscription, conversion or redemption rights and may be issued only
as fully-paid and nonassessable shares. Cumulative voting in the election of
directors is not permitted, which means that the holders of a majority of the
issued and outstanding shares of Common Stock represented at any meeting at
which a quorum is present will be able to elect the entire Board of Directors if
they so choose and, in such event, the holders of the remaining shares of Common
Stock will not be able to elect any directors. In the event of liquidation of
the Company, each shareholder is entitled to receive

<PAGE>

a proportionate share of the Company's assets available for distribution to
shareholders after the payment of liabilities and after distribution in full of
preferential amounts, if any. All shares of the Company's Common Stock issued
and outstanding are fully-paid and nonassessable. Holders of the Common Stock
are entitled to share pro rata in dividends and distributions with respect to
the Common Stock, as may be declared by the Board of Directors out of funds
legally available therefor.

Preferred Shares. Shares of Preferred Stock may be issued from time to time
in one or more series as may be determined by the Board of Directors. The voting
powers and preferences, the relative rights of each such series and the
qualifications, limitations and restrictions thereof shall be established by the
Board of Directors, except that no holder of Preferred Stock shall have
preemptive rights. The Company has no shares of Preferred Stock outstanding, and
the Board of Directors does not plan to issue any shares of Preferred Stock for
the foreseeable future, unless the issuance thereof shall be in the best
interests of the Company.

The proposed business activities described herein classify the Company as a
"blank check" company. Many states have enacted statutes, rules and regulations
limiting the sale of securities of "blank check" companies in their respective
jurisdictions. Management does not intend to undertake any efforts to cause a
market to develop in the Company's securities until such time as the Company has
successfully implemented its business plan described herein. Relevant thereto,
each shareholder of the Company has executed and delivered a "lock-up" letter
agreement, affirming that they shall not sell their respective shares of the
Company's common stock until such time as the Company has successfully
consummated a merger or acquisition and the Company is no longer classified as a
"blank check" company. In order to provide further assurances that no trading
will occur in the Company's securities until a merger or acquisition has been
consummated, each shareholder has agreed to place their respective stock
certificate with the Company's legal counsel, Andrew I. Telsey, P.C., who will
not release these respective certificates until such time as legal counsel has
confirmed that a merger or acquisition has been successfully consummated. Mr.
Telsey is also an officer, director and principal shareholder of the Company.
However, while management believes that the procedures established to preclude
any sale of the Company's securities prior to closing of a merger or acquisition
will be sufficient, there can be no assurances that the procedures established
relevant herein will unequivocally limit any shareholder's ability to sell their
respective securities before such closing.

<PAGE>

PART II

ITEM 1. MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.

There is no trading market for the Company's Common Stock at present and
there has been no trading market to date. Management has not undertaken any
discussions, preliminary or otherwise, with any prospective market maker
concerning the participation of such market maker in the aftermarket for the
Company's securities and management does not intend to initiate any such
discussions until such time as the Company has consummated a merger or
acquisition. There is no assurance that a trading market will ever develop or,
if such a market does develop, that it will continue.

a. Market Price. The Company's Common Stock is not quoted at the present
time.

The Securities and Exchange Commission adopted Rule 15g-9, which
established the definition of a "penny stock," for 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: (i) 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 and objectives of the person;
and (ii) make a reasonable determination that the transactions in penny stocks
are suitable for that person and that 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 stock in both public offering and in
secondary trading, and about 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.

Management intends to strongly consider undertaking a transaction with any
merger or acquisition candidate which will

<PAGE>

allow the Company's securities to be traded on a national exchange. However,
there can be no assurances that, upon a successful merger or acquisition, the
Company will qualify its securities for listing on NASDAQ or some other national
exchange, or be able to maintain the maintenance criteria necessary to insure
continued listing. The failure of the Company to qualify its securities or to
meet the relevant maintenance criteria after such qualification in the future
may result in the discontinuance of the inclusion of the Company's securities on
a national exchange. In such event, trading, if any, in the Company's securities
may then continue in the OTC Bulletin Board operated by the NASD or another low
volume market, presuming that such a listing is approved, of which there can be
no assurance. As a result, a shareholder may find it more difficult to dispose
of, or to obtain accurate quotations as to the market value of, the Company's
securities.

b. Holders. There are eleven (11) holders of the Company's Common Stock. In
November 1996, the Company issued 500,000 of its Common Shares for an aggregate
of $500 in cash and services ($.001 per share). All of the issued and
outstanding shares of the Company's Common Stock were issued in accordance with
the exemption from registration afforded by Section 4(2) of the Securities Act
of 1933.

As of the date of this Registration Statement, 500,000 shares of the
Company's Common Stock are eligible for sale under Rule 144 promulgated under
the Securities Act of 1933, as amended, subject to certain limitations included
in said Rule. In general, under Rule 144, a person (or persons whose shares are
aggregated), who has satisfied a one year holding period, under certain
circumstances, may sell within any three-month period a number of shares which
does not exceed the greater of one percent of the then outstanding Common Stock
or the average weekly trading volume during the four calendar weeks prior to
such sale. Rule 144 also permits, under certain circumstances, the sale of
shares without any quantity limitation by a person who has satisfied a two-year
holding period and who is not, and has not been for the preceding three months,
an affiliate of the Company.

c. Dividends. The Company has not paid any dividends to date and has no
plans to do so in the immediate future.

ITEM 2. LEGAL PROCEEDINGS.

There is no litigation pending or threatened by or against the Company.

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.

The Company has not changed accountants since its formation and there are
no disagreements with the findings of said accountants.

<PAGE>

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.

In November 1996 the Company issued 500,000 shares of its common stock to
11 persons at a price of $.001 per share. These shares were issued pursuant to
exemption from the registration requirements included under the Securities Act
of 1933, as amended, including but not necessarily limited to Regulation D
and/or Section 4(2) of said Act. The shares of the Company's common stock were
issued to the following persons, in the amounts indicated:

Name No. of Common Shares
---- --------------------

Andrew I. Telsey 260,000
R. Michel Perlmutter 24,500
Brad Weiman 24,500
Renee Telsey 24,500
Joan Earnhart 24,500
Jeffrey Telsey 24,500
Gary Graham 24,500
Michael Markow 24,500
Darlene Kell 24,500
Abbe Kadish 24,500
Diane Paulson 20,000

Each of the above shareholders was and is either an "accredited investor"
(as that term is defined in the 1933 Act), or were provided all information
necessary in order to allow each investor to exercise their respective business
judgment as to the merits of the investment. Further, those shareholders who are
not "accredited investors" had a preexisting business and/or personal
relationship with Mr. Telsey of in excess of six (6) years and the Company
believes that these shareholders are considered "sophisticated" investors based
upon their previous investment experience.

All of the shares of Common Stock of the Company previously issued have
been issued for investment purposes in a "private transaction" and are
"restricted" shares as defined in Rule 144 under the Securities Act of 1933, as
amended (the "Act"). These shares may not be offered for public sale except
under Rule 144, or otherwise, pursuant to the Act.

As of the date of this Registration Statement, all of the issued and
outstanding shares of the Company's Common Stock are eligible for sale under
Rule 144 promulgated under the Securities Act of 1933, as amended, subject to
certain limitations included in said Rule. However, all of the shareholders of
the Company have executed and delivered a "lock-up" letter agreement which
provides that each such shareholder shall not sell their respective securities
until such time as the Company has successfully consummated a merger or
acquisition. Further, each shareholder has placed their respective stock
certificate with the Company's legal

<PAGE>

counsel, Andrew I. Telsey, P.C., who has agreed not to release any of the
certificates until the Company has closed a merger or acquisition. Mr. Telsey is
also an officer, director and principal shareholder of the Company. Any
liquidation by the current shareholders after the release from the "lock-up"
selling limitation period may have a depressive effect upon the trading prices
of the Company's securities in any future market which may develop.

In general, under Rule 144, a person (or persons whose shares are
aggregated) who has satisfied a one year holding period, under certain
circumstances, may sell within any three-month period a number of shares which
does not exceed the greater of one percent of the then outstanding Common Stock
or the average weekly trading volume during the four calendar weeks prior to
such sale. Rule 144 also permits, under certain circumstances, the sale of
shares without any quantity limitation by a person who has satisfied a two year
holding period and who is not, and has not been for the preceding three months,
an affiliate of the Company.

ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company's Articles of Incorporation incorporate the provisions of the
Nevada Revised Statutes providing for the indemnification of officers and
directors and other persons against expenses, judgments, fines and amounts paid
in settlement in connection with threatened, pending or completed suits or
proceedings against such persons by reason of serving or having served as
officers, directors or in other capacities, except in relation to matters with
respect to which such persons shall be determined not to have acted in good
faith and in the best interests of the Company. With respect to matters as to
which the Company's officers and directors and others are determined to be
liable for misconduct or negligence, including gross negligence in the
performance of their duties to the Company, Nevada law provides for
indemnification only to the extent that the court in which the action or suit is
brought determines that such person is fairly and reasonably entitled to
indemnification for such expenses which the court deems proper.

Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to officers, directors or persons controlling the Company pursuant
to the foregoing, the Company has been informed that in the opinion of the U.S.
Securities and Exchange Commission such indemnification is against public policy
as expressed in the 1933 Act, and is therefore unenforceable.

In accordance with the laws of the State of Nevada, the Company's Bylaws
authorize indemnification of a director, officer, employee, or agent of the
Company for expenses incurred in connection with any action, suit, or proceeding
to which he or she is named a party by reason of his having acted or served in
such capacity, except for liabilities arising from his own misconduct or

<PAGE>

negligence in performance of his or her duty. In addition, even a director,
officer, employee, or agent of the Company who was found liable for misconduct
or negligence in the performance of his or her duty may obtain such
indemnification if, in view of all the circumstances in the case, a court of
competent jurisdiction determines such person is fairly and reasonably entitled
to indemnification. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers, or
persons controlling the issuing Company pursuant to the foregoing provisions,
the Company has been informed that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is therefore unenforceable.

<PAGE>

PART F/S

FINANCIAL STATEMENTS.

The following audited financial statements for the fiscal years ended
December 31, 1998 and December 31, 1997, are attached to this Registration
Statement and filed as a part hereof. See page 30.

1) Table of Contents - Financial Statements
2) Independent Auditors' Report
3) Balance Sheet
4) Statement of Operations
5) Statement of Cash Flows
6) Statement of Shareholders' Equity
7) Notes to Financial Statements

The unaudited financial statements for the three month periods ended March
31, 1999 and March 31, 1998, are also attached to this Registration Statement
and filed as a part hereof. See page 40.

<PAGE>

MULLY CORP.

Audited Financial Statements

For the Years Ended December 31, 1998 and 1997 and the Period
November 4, 1996 (Inception)
through December 31, 1998

<PAGE>

Mully Corp.

TABLE OF CONTENTS

Page
----

Independent Auditors' Report F-1

Financial Statements

Balance Sheet F-2

Statement of Operations F-3

Statement of Cash Flow F-4

Statement of Shareholders' Equity F-5

Notes to the Financial Statements F-6 to F-8

<PAGE>

HORTON & COMPANY
Certified Public Accountants and Business Consultants, L.L.C.

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Mully Corp.
Aurora, Colorado

We have audited the accompanying consolidated balance sheets of Mully Corp. as
of December 31, 1998 and 1997, and the related statements of operations,
stockholders' equity and cash flows for the years then ended and for the period
November 4, 1996 (inception) through December 31, 1998. 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 audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our 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 Mully Corp. as of December 31,
1998 and 1997, and the results of its operations and its cash flows for years
then ended, and for the period November 4, 1996 (inception) through December 31,
1998, in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 5 to the
financial statements, the Company has suffered losses from operations and has a
lack of net capital that raise substantial doubt about its ability to continue
as a going concern. Management's plans in regard to these matters are also
described in Note 5. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

s/Horton & Company, LLC

HORTON & COMPANY, L.L.C.

March 8, 1999

1680 ROUTE 23, SUITE 110, WAYNE, NEW JERSEY 07470
TEL: 973-305-9800, FAX: 973-305-8213
A Member of the Division for CPA firms; American
Institute of Certified Public Accountants

F-1

<PAGE>

<TABLE>

Mully Corp.
(A Development Stage Company)
Balance Sheet
- ------------------------------------------------------------------------------

<CAPTION>
December
31, 1998
--------

<S> <C>
ASSETS $ 0
========

LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES - Accounts Payable 0
--------
SHAREHOLDERS' EQUITY

Preferred Stock, .001 Par Value
Authorized 25,000,000 Shares; Issued 0
And Outstanding -0- Shares

Common Stock, $.0001 Par Value
Authorized 100,000,000 Shares; Issued
And Outstanding 500,000 Shares 50

Additional Paid In Capital On Common Stock 450

Deficit Accumulated During The Development Stage (500)

TOTAL SHAREHOLDERS' EQUITY 0
--------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $ 0
========

The Accompanying Notes Are An Integral Part Of These Financial
Statements.

</TABLE>

F-2

<PAGE>

<TABLE>

Mully Corp.
(A Development Stage Company)
Statement Of Operations
- ------------------------------------------------------------------------------

<CAPTION>
January
30, 1996
(Inception)
Through
December December December
31, 1998 31, 1997 31, 1998
-------- -------- --------
<S> <C> <C> <C>
Revenue $ 0 $ 0 $ 0
-------- -------- --------
Expenses:

Office 0 0 500
-------- -------- --------
Total 0 0 500
-------- -------- --------

Net (Loss) $ 0 $ 0 $ (500)
======== ======== ========

Basic (Loss) Per Common Share $ 0.00 $ 0.00 $ (0.00)
======== ======== ========

Basic Common Shares Outstanding 500,000 500,000 500,000
======== ======== ========

The Accompanying Notes Are An Integral Part Of These Financial
Statements.

</TABLE>
F-3

<PAGE>

<TABLE>

Mully Corp.
(A Development Stage Company)
Statement Of Cash Flows
- ------------------------------------------------------------------------------

<CAPTION>
November
4, 1996
(Inception)
Through
December December December
31, 1998 31, 1997 31, 1998
-------- -------- --------

<S> <C> <C> <C>
Net (Loss) Accumulated During
The Development Stage $ 0 $ 0 $ (500)

Issuance Of Common Stock For
Cash Advances & Services 0 0 500
-------- -------- --------

Cash Flows From Operations 0 0 0
-------- -------- --------
Cash Flows From Financing
Activities:

Issuance Of Common Stock 0 0 0
-------- -------- --------

Cash Flows From Financing 0 0 0
-------- -------- --------

Net Increase In Cash 0 0 0
Cash At Beginning Of Period 0 0 0
-------- -------- --------

Cash At End Of Period $ 0 $ 0 $ 0
======== ======== ========

Non - Cash Activities:

Stock Issued For Cash Advances & Services $ 0 $ 0 $ 500
======== ======== ========

The Accompanying Notes Are An Integral Part Of These Financial
Statements.

</TABLE>

F-4

<PAGE>

<TABLE>

Mully Corp.
(A Development Stage Company)
Statement Of Shareholders' Equity
- -----------------------------------------------------------------------------------------------

Deficit
Accumulated
Number Of Number Of Additional During The
Common Preferred Common Preferred Paid-In Development
Shares Shares Stock Stock Capital Stage Total
------- ------ ------ ----- ------- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Balance At
November 4, 1996 0 0 $ 0 $ 0 $ 0 $ 0 $ 0

Issuance Of Common Stock:
November 4, 1996 for Cash
Advances Made on Behalf
of the Company &
Services at $.001
Per Share 500,000 0 50 0 450 0 500

Net (Loss) (500) (500)
------- ------ ------ ----- ------- ----- -----

Balance At December 31,
1996, 1997, and 1998 500,000 0 $ 50 $ 0 $ 450 $(500) $ 0
======= ====== ====== ===== ======= ===== =====

The Accompanying Notes Are An Integral Part Of These Financial Statements.

</TABLE>

F-5

<PAGE>

Mully Corp.
(A Development Stage Company)
Notes to Financial Statements
For The Fiscal Years Ended December 31, 1998 and 1997
- -----------------------------------------------------

Note 1 - Organization and Summary of Significant Accounting Policies
- --------------------------------------------------------------------

Organization:

On November 4, 1996, Mully Corp. (the "Company") was incorporated under the laws
of Nevada to engage in any lawful business or activity for which corporations
may be organized under the laws of the State of Nevada.

Development Stage:

The Company entered the Development stage in accordance with SFAS No. 7 on
November 4, 1996. Its purpose is to evaluate, structure and complete a merger
with, or acquisition a privately owned corporation.

Statement of Cash Flows:

For the purpose of the statement of cash flows, the Company considers demand
deposits and highly liquid-debt instruments purchased with a maturity of three
months or less to be cash equivalents.

Cash paid for interest in fiscal years ended December 31, 1998 and 1997 was
$-0-. Cash paid for income taxes in fiscal years ended December 31, 1998 and
1997 was $-0-.

Basic (Loss) per Common Share:

Basic (Loss) per common share is computed by dividing the net loss for the
period by the weighted average number of shares outstanding at December 31, 1998
and December 31, 1997. (See Note 6)

Use of 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. Actual results could differ from those estimates.

F-6

<PAGE>

Mully Corp.
(A Development Stage Company)
Notes to Financial Statements
For The Fiscal Years Ended December 31, 1998 and 1997
- -----------------------------------------------------

Note 2 - Capital Stock and Capital in Excess of Par Value
- ---------------------------------------------------------

The Company initially authorized 100,000,000 shares of $.0001 par value common
stock and 25,000,000 shares of $.001 par value preferred stock. On November 4,
1996, the Company issued 500,000 shares of common stock for services valued at
$350 and for cash advances paid on behalf of the Company of $150 for a total of
$500.

Note 3 - Related Party Events
- -----------------------------

The Company maintains a mailing address at an officer's place of business. This
address is located at 2851 S Parker Road, Suite 720, Aurora, Colorado. At this
time the Company has no need for an office. As of December 31, 1998 management
has incurred a minimal amount of time and expense on behalf of the Company.

Note 4 - Income Taxes
- ---------------------

At December 31, 1998, the Company had net operating loss carryforwards available
for financial statement and Federal income tax purposes of approximately $500
which, if not used, will expire in the year 2011.

The Company follows Financial Accounting Standards Board Statement No. 109,
"Accounting for Income Taxes" (SFAS #109), which requires, among other things,
an asset and liability approach to calculating deferred income taxes. As of
December 31, 1998, the Company has a deferred tax asset of $10 primarily for its
net operating loss carryforward which has been fully reserved through a
valuation allowance. The change in the valuation allowance for 1998 is $-0-.

Note 5 - Basis of Presentation
- ------------------------------

In the course of its development activities the Company has sustained continuing
losses and expects such losses to continue for the foreseeable future. The
Company's management plans on advancing funds on an as needed basis and in the
longer term, revenues from the operations of a merger candidate, if found. The
Company's ability to continue as a going concern is dependent on these
additional management advances, and, ultimately, upon achieving profitable
operations through a merger candidate.

F-7

<PAGE>

Mully Corp.
(A Development Stage Company)
Notes to Financial Statements
For The Fiscal Years Ended December 31, 1998 and 1997
- -----------------------------------------------------

Note 6 - New Accounting Pronouncement
- -------------------------------------

In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, Earnings Per Share ("SFAS No. 128").
SFAS No. 128 specifies the computation, presentation, and disclosure
requirements of earnings per share and supersedes Accounting Principles Board
Opinion No. 15, Earnings Per Share. SFAS No. 128 requires dual presentation of
basic and diluted earnings per share. Basic earnings per share, which excludes
the impact of common stock equivalents, replaces primary earnings per share.
Diluted earnings per share, which utilizes the average market price per share as
opposed to the greater of the average market price per share or ending market
price per share when applying the treasury stock method in determining common
stock equivalents, replaces fully-diluted earnings per share. SFAS No. 128 is
effective for the Company for periods ending after December 15, 1997. However,
the Company has a simple capital structure for the periods presented and
therefore, there is no affect on the earnings per share presented due to the
Company's adoption of SFAS No. 128.

Note 7 - Subsequent Events
- --------------------------

The Company will be filing a Form 10-SB with the Securities and Exchange
Commission to become a 34 Act reporting company.

F-8

<PAGE>

MULLY CORP.

Unaudited Financial Statements
For the Three Month Periods Ended March 31, 1999 and 1998
and the Period November 4, 1996 (Inception)
through March 31, 1999

<PAGE>

<TABLE>

Mully Corp.
(A Development Stage Company)
Balance Sheet
- ----------------------------------------------------------------------
<CAPTION>
Unaudited Audited
March December
31, 1999 31, 1998
--------- ---------
<S> <C> <C>
ASSETS

Current Assets - Cash $ 0 $ 0
--------- ---------
TOTAL ASSETS $ 0 $ 0
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES

Accounts Payable $ 500 $ 0
--------- ---------

Total Current Liabilities 500 0
--------- ---------
SHAREHOLDERS' EQUITY

Preferred Stock, $.001 Par Value
Authorized 25,000,000 Shares; Issued
And Outstanding -0- Shares 0 0

Common Stock, $.0001 Par Value
Authorized 100,000,000 Shares;
Issued And Outstanding 500,000 Shares 50 50

Additional Paid In Capital On Common Stock 450 450

Deficit Accumulated During The
Development Stage (1,000) (500)
--------- ---------
TOTAL SHAREHOLDERS' EQUITY (500) 0
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 0 $ 0
========= =========

The Accompanying Notes Are An Integral Part Of These
Unaudited Financial Statements.

</TABLE>

<PAGE>

<TABLE>

Mully Corp.
(A Development Stage Company)
Unaudited Statement Of Operations
- ----------------------------------------------------------------------
<CAPTION>
Inception
Unaudited Unaudited November 4,
3 Month 3 Month 1996
Period Ended Period Ended Through
March March March
31, 1999 31, 1998 31, 1999
------------ ------------ ----------
<S> <C> <C> <C>
Revenue $ 0 $ 0 $ 0

Expenses:

Office 0 0 500
Legal And Accounting 500 0 500
------------ ------------ ----------
Total 500 0 1,000
------------ ------------ ----------

Net (Loss) $ (500) $ 0 $ (1,000)
============ ============ ==========
Basic (Loss) Per
Common Share ($0.00) ($0.00)
============ ============
Weighted Average Common Shares
Outstanding 500,000 500,000
============ ============

The Accompanying Notes Are An Integral Part Of These
Unaudited Financial Statements.

</TABLE>

<PAGE>

<TABLE>

Mully Corp.
(A Development Stage Company)
Unaudited Statement Of Cash Flows
- ----------------------------------------------------------------------
<CAPTION>
Inception
Unaudited Unaudited November 4,
3 Month 3 Month 1996
Period Ended Period Ended Through
March March March
31, 1999 31, 1998 31, 1999
------------ ------------ ----------
<S> <C> <C> <C>
Net (Loss) Accumulated During
The Development Stage $ (500) $ 0 $ (1,000)

Issuance of Common Stock For
Cash Advances & Services 0 0 500

Increase (Decrease) in
Account Payable 500 0 500

------------ ------------ ----------
Net Flows From Operations 0 0 0
------------ ------------ ----------
Cash Flows From
Investing Activities:
0 0 0
------------ ------------ ----------
Net Cash Flows From Investing 0 0 0
------------ ------------ ----------
Cash Flows From
Financing Activities:
0 0 0
------------ ------------ ----------
Cash Flows From Financing 0 0 0
------------ ------------ ----------
Net Increase In Cash 0 0 0
Cash At Beginning Of Period 0 0 0
------------ ------------ ----------
Cash At End Of Period $ 0 $ 0 $ 0
============ ============ ==========

Summary Of Non-Cash Investing
And Financing Activities: $ 0 $ 0 $ 500
============ ============ ==========

The Accompanying Notes Are An Integral Part Of These
Unaudited Financial Statements.

</TABLE>

<PAGE>

<TABLE>

Mully Corp.
(A Development Stage Company)
Unaudited Statement Of Shareholders' Equity
- -----------------------------------------------------------------------------------------------

<CAPTION>
Deficit
Accumulated
Number Of Number Of Additional During The
Common Preferred Common Preferred Paid-In Development
Shares Shares Stock Stock Capital Stage Total
------- ------ ------ ----- ------- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Balance At
November 4, 1996 0 0 $ 0 $ 0 $ 0 $ 0 $ 0

Issuance Of Common Stock:
November 4, 1996 for Cash
Advances Made on Behalf
of the Company &
Services at $.001
Per Share 500,000 0 50 0 450 0 500

Net (Loss) (500) (500)
------- ------ ------ ----- ------- ----- -----

Balance At December 31,
1996, 1997, and 1998 500,000 0 $ 50 $ 0 $ 450 $(500) $ 0

Net (Loss) (500) (500)
------- ------ ------ ----- ------- ------- -----

Balance at March 31, 1999 500,000 0 $ 50 $ 0 $ 450 $(1,000) $(500)
======= ====== ====== ===== ======= ======= =====

The Accompanying Notes Are An Integral Part Of These
Unaudited Financial Statements.

</TABLE>

<PAGE>

Mully Corp.
Notes To Unaudited Financial Statements
For The Three Month Period Ended March 31, 1999
- -----------------------------------------------

Note 1 - Unaudited Financial Information
- ----------------------------------------

The unaudited financial information included for the three month interim period
ended March 31, 1999 were taken from the books and records of the Company
without audit. However, such information reflects all adjustments (consisting of
normal recurring adjustments, which are of the opinion of management, necessary
to reflect properly the results of interim periods presented). The results of
operations for the three month period ended March 31, 1999 are not necessarily
indicative of the results expected for the year ended December 31, 1999.

Note 2 - Financial Statements
- -----------------------------

Management has elected to omit substantially all footnotes relating to the
condensed financial statements of the Company included in the report. For a
complete set of footnotes, reference is made to the Company's audited financial
statement for the fiscal year ended December 31, 1998 included in this Form
10-SB Registration Statement as filed with the Securities and Exchange
Commission.

<PAGE>

PART III

ITEM 1. EXHIBIT INDEX

No. Sequential
- --- Page No.
--------

(3) Articles of Incorporation and Bylaws

3.1 Articles of Incorporation *

3.2 Bylaws *

(4) Instruments Defining the Rights of Holders

4.1 Form of Lock-up Agreements Executed
by the Company's Shareholders *

(27) Financial Data Schedule

27.1 Financial Data Schedule 48

- -------------------

* Previously filed in the Registrant's Form 10-SB Registration Statement filed
with the SEC on or about March 19, 1999.

<PAGE>

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to its
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized.

MULLY CORP.
(Registrant)

Date: May 26, 1999

By:/s/ Andrew I. Telsey
------------------------
Andrew I. Telsey,
President

<PAGE>

MULLY CORP.

EXHIBIT 27.1

FINANCIAL DATA SCHEDULE

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE AUDITED
FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998, AND FOR THE
INTERIM THREE MONTH PERIOD ENDED MARCH 31, 1999, AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>

<S> <C> <C>
<PERIOD-TYPE> YEAR 3-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1999
<PERIOD-END> DEC-31-1998 MAR-31-1999
<CASH> 0 0
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 0 0
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 0 0
<CURRENT-LIABILITIES> 0 500
<BONDS> 0 0
0 0
0 0
<COMMON> 50 50
<OTHER-SE> (50) (550)
<TOTAL-LIABILITY-AND-EQUITY> 0 0
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 0 500
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> 0 (500)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 0 (500)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 0 (500)
<EPS-BASIC> 0 0
<EPS-DILUTED> 0 0

</TABLE>