<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM 10-SB/A
AMENDMENT NO. 1
to
GENERAL FORM FOR REGISTRATION OF
SECURITIES OF SMALL BUSINESS ISSUERS
UNDER SECTION 12(b) OR 12(g)
COMMISSION FILE NO. 0-28273
EXO-WEB.COM
(Name of small business issuer as specified in its charter)
Nevada 87-0575120
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
#820-355 Burrard Street, Vancouver, British
Columbia, Canada V6C2G8
(Address, including postal code, of registrant principal executive offices)
(604) 488-0022
(Telephone number including area code)
Securities to be registered under Section 12(b) of the Exchange Act: None
Securities to be registered under Section 12(g) of the Exchange Act:
Common Stock
_________________________________________________________________________
<PAGE>
EXO-WEB.COM, Inc.
FORM 10-SB
TABLE OF CONTENTS
<TABLE>
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Page
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<S> <C>
PART F/S
Index to Financial Statements.................................................... 3
PART III
Item 1. Index to Exhibits................................................. 17
</TABLE>
2
<PAGE>
Part F/S
Index to Financial Statements
EXO-WEB.COM
(Formerly Hartco, LTD.)
(A Development Stage Company)
Financial Statements
Years Ended December 31, 1998, 1997 and 1996 (Audited) and Nine Months Ended
September 30, 1999 (Unaudited)
(U.S. Dollars)
<TABLE>
<CAPTION>
INDEX Page
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Report of Independent Chartered Accountants F-1
Report of Independent Certified Public Accountant F-2
Financial Statements F-2
Balance Sheets F-3
Statements of Operations F-4
Statements of Changes in Stockholders' Equity F-5
Statements of Cash Flows F-6
Notes to Financial Statements F-7 - F-9
</TABLE>
3
<PAGE>
REPORT OF INDEPENDENT CHARTERED ACCOUNTANTS
TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF
EXO-WEB.COM (Formerly Hartco, LTD.)
We have audited the accompanying balance sheet of EXO-WEB.COM Inc. (formerly
Hartco, LTD.) (a development stage company) at December 31, 1998 and the related
statements of operations, stockholders' equity and cash flows for the year then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance 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 audit provides a reasonable basis for our
opinion.
In our opinion, these financial statements present fairly, in all material
respects, the financial position of EXO-WEB.COM as at December 31, 1998 and the
results of its operations and cash flows for the year then ended in conformity
with generally accepted accounting principles in the United States.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in note 1 to the
financial statements, the Company has been in the development stage since its
inception and has suffered recurring losses from operations, which raises
substantial doubt about its ability to continue as a going concern. These
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
Financial statements at December 31, 1997 and the statements of operations,
stockholders' equity and cash flows for the two years ended December 31, 1997
were reported on by other independent certified public accountants who expressed
an unqualified opinion thereon in their report dated April 21, 1998 and the
concern referred to in the preceding paragraph.
"Pannell Kerr Forster"
Chartered Accountants
Vancouver, Canada
November 18, 1999
F-1
<PAGE>
Report of Independent Certified Public Accountants
Board of Directors
Hartco, LTD.
Salt Lake City, Utah
We have audited the accompanying balance sheets of Hartco, LTD. (a development
stage company) at March 31, 1998, December 31, 1997 and December 31, 1996 and
the statements of operations, stockholders' equity and cash flows for the three
months ended March 31, 1998 and the years ended December 31, 1997, 1996 and 1995
and the period June 16, 1977 (date of inception) to March 3 1, 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 audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and 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 Hartco, LTD. at March 31, 1998,
December 31, 1997, and December 31, 1996 and the results of operations and cash
flows for the three months ended March 31, 1998 and the years ended December 31,
1997, 1996 and 1995 and the period June 16, 1977 (date of inception) to March
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 I to the
financial statements, the Company has been in the development stage since it's
inception and has suffered recurring losses from operations, which raises
substantial doubt about it's ability to continue as a going concern.
Management's plans in regard to these matters are described in Note 4. These
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/ Andersen, Andersen & Strong, L.C.
Certified Public Accountants
Salt Lake City, Utah
April 21,1998
F-2
<PAGE>
EXO-WEB.COM
(Formerly Hartco, LTD.)
(A Development Stage Company)
Balance Sheets
December 31 and September 30
(U.S. Dollars)
<TABLE>
<CAPTION>
===============================================================================================================================
September 30 December 31,
- -------------------------------------------------------------------------------------------------------------------------------
1999 1998 1998 1997
- -------------------------------------------------------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C> <C> <C>
Current
Cash $ 484 $ 0 $ 0 $ 10,000
Subscription receivable 3,821 0 0 0
- -------------------------------------------------------------------------------------------------------------------------------
4,305 0 0 10,000
Proprietary Technology 498,000 0 0 0
- -------------------------------------------------------------------------------------------------------------------------------
Total Assets $ 502,305 $ 0 $ 0 $ 10,000
===============================================================================================================================
Liabilities
Current
Accounts payable $ 34,912 $ 0 $ 0 $ 0
Accrued liabilities 75,000
Loan payable 1,380
Agreement payable March 31, 2000 496,620
- -------------------------------------------------------------------------------------------------------------------------------
Total Liabilities 607,912 0 0 0
- -------------------------------------------------------------------------------------------------------------------------------
Stockholders' Equity (Deficit)
Common Stock, 100,000,000 shares authorized at $0.001 par value; 10,995 495 495 495
10,549,500 shares issued and outstanding September 30, 1999
(495,000 at December 31, 1998 and 1997 and September 30, 1998)
Additional Paid-In Capital 98,505 98,505 98,505 98,505
Deficit Accumulated During the Development Stage (215,107) (99,000) (99,000) (89,000)
- -------------------------------------------------------------------------------------------------------------------------------
Total Stockholders' Equity (Deficit) (105,607) 0 0 10,000
- -------------------------------------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity $ 502,305 $ 0 $ 0 $ 10,000
===============================================================================================================================
</TABLE>
See notes to financial statements
F-3
<PAGE>
EXO-WEB.COM
(Formerly Hartco, LTD.)
(A Development Stage Company)
Statements of Operations
Years Ended December 31, 1998, 1997 and 1996 and Nine Months Ended September 30,
1999 and 1998
(U.S. Dollars)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
June 16, 1977
(Date of
Years Ended December 31, Inception) to
1998 1997 1996 December 31, 1998
<S> <C> <C> <C> <C>
Expenses
Professional fees $ 10,000 $ 10,000 $ 0 $ 99,000
- ------------------------------------------------------------------------------------------------------------------------------------
Net Loss $ 10,000 $ 10,000 $ 0 $ 99,000
- ------------------------------------------------------------------------------------------------------------------------------------
Net Loss Per Common Share $ 0.02 $ 0.02 $ 0.00
- ------------------------------------------------------------------------------------------------------------------------------------
Weighted Average Number
of Shares Outstanding 493,779 495,000 395,000
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
June 16, 1977
(Date of
Nine Months Ended September 30, Inception) to
1999 1998 September 30, 1999
---------------
(Unaudited)
<S> <C> <C> <C>
Expenses
Executive compensation $ 75,000 $ 0 $ 75,000
Professional fees 33,054 0 38,054
Office and general 3,219 0 97,249
Transfer agent fees 1,789 0 1,789
Publications 1,600 0 1,600
Telephone 1,415 0 1,415
Net Loss 116,077 0 215,107
Net Loss Per Common Share $ (0.03) $ 0.00
Weight Average Number of
Shares Outstanding 4,523,585 495,000
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to financial statements.
F-4
<PAGE>
EXO-WEB.COM
(Formerly Hartco, LTD.)
(A Development Stage Company)
Statements of Changes in Stockholders' Equity
Years Ended December 31, 1998, 1997 and 1996 and the Period June 16, 1977 (Date
of Inception) to December 31, 1998
(U.S. Dollars)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Additional Total
Common Stock Paid-In Accumulated Stockholders'
Shares Amount Capital Deficit Equity
<S> <C> <C> <C> <C> <C>
Balance June 16, 1977 (date of inception) 0 $ 0 $ 0 $ 0 $ 0
Issuance of common stock 395,000 395 78,605 0 79,000
Net loss for the period ended December 31, 0 0 0 (29,000) (29,000)
1987
Net loss for the year ended December 31, 0 0 0 (50,000) (50,000)
1988
- ------------------------------------------------------------------------------------------------------------------------------------
Balance December 31, 1996 395,000 395 78,605 (79,000) 0
Issuance of common stock for services at 50,000 50 9,950 0 10,000
$0.20 - 1997
Issuance of common stock for cash at $0.20 50,000 50 9,950 0 10,000
- - 1997
Net loss for the year ended December 31, 0 0 0 (10,000) (10,000)
1997
- ------------------------------------------------------------------------------------------------------------------------------------
Balance December 31, 1997 495,000 495 98,505 (89,000) 10,000
Net loss for the year December 31, 1998 0 0 0 (10,000) (10,000)
- ------------------------------------------------------------------------------------------------------------------------------------
Balance December 31, 1998 495,000 $ 495 $ 98,505 $ (99,000) $ 0
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to financial statements.
F-5
<PAGE>
EXO-WEB.COM
(Formerly Hartco, LTD.)
(A Development Stage Company)
Statements of Cash Flows
Years Ended December 31, 1998, 1997 and 1996 and the Period June 16, 1977 (Date
of Inception) to December 31, 1998
(U.S. Dollars)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
September 30 December 31,
- ------------------------------------------------------------------------------------------------------------------------------------
1999 1998 1998 1997
- ------------------------------------------------------------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C> <C> <C>
Operating Activities
Net loss $(116,107) $0 $(10,000) $ 0
Adjustments for accounts payable and accrued
liabilities to reconcile net loss to net
cash used in operating activities 109,912 0 0 0
Capital stock issued for services 0 0 0 10,000
- ------------------------------------------------------------------------------------------------------------------------------------
Net Cash Provided By (Used In) Operating Activities (6,195) 0 (10,000) 10,000
Financing Activity
Proceeds from issuance of common stock 6,679 0 0 10,000
- ------------------------------------------------------------------------------------------------------------------------------------
Inflow of Cash 484 0 (10,000) 20,000
Cash, Beginning of Period 0 0 10,000 0
- ------------------------------------------------------------------------------------------------------------------------------------
Cash, End of Period $ 484 $0 $ 0 $ 20,000
- ------------------------------------------------------------------------------------------------------------------------------------
Supplemental Disclosure for Non-Cash
Transactions
Issuance of common stock for
services $ 0 $0 $ 0 $ 10,000
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to financial statements
F-6
<PAGE>
EXO-WEB.COM
(Formerly Hartco, LTD.)
(A Development Stage Company)
Notes to Financial Statements
Year Ended December 31, 1998, 1997 and 1996 and the Period June 16, 1977 (Date
of Inception) to December 31, 1998
(Information Pertaining to the Nine Months Ended September 30, 1999 and 1998 is
Unaudited)
(U.S. Dollars)
- --------------------------------------------------------------------------------
1. NATURE OF OPERATIONS
The Company was incorporated under the laws of the State of Nevada on June
16, 1977, under the name Hartco, LTD. On August 4, 1999 the Company changed
its name to EXO-WEB.COM.
The Company had been in the development stage since its inception and had
been primarily engaged in the business of developing mineral properties.
During 1988 the Company disposed of its remaining assets and liabilities
and became inactive.
On June 10, 1999 the Company purchased proprietary technology and is now in
the business of information technology marketing and licensing for internet
and intranet use.
2. SIGNIFICANT ACCOUNTING POLICIES
(a) Accounting methods
The Company recognizes income and expenses based on the accrual method
of accounting.
(b) Income taxes
At December 31, 1998 the company has a net operating loss carry
forward of approximately $100,000. The tax benefit from the loss carry
forward has been fully offset by a valuation reserve because the use
of the future tax benefit is undeterminable since the Company does not
yet have income. The loss carry forward will expire starting in the
year 2003 through 2014.
(c) Management estimates and assumptions
Management uses estimates and assumptions in preparing financial
statements in accordance with generally accepted accounting
principles. Those estimates and assumptions affect the reported
amounts of the assets and liabilities, the disclosure of contingent
assets and liabilities, and the reported income and expenses. Actual
results could vary from the estimates that were assumed in preparing
these financial statements.
(d) Earnings (loss) per share
Earnings (loss) per share amounts are computed based on the weighted
average number of shares actually outstanding.
(e) Revenue recognition
Revenue will be generated from each customer through several sources,
namely, licensing; royalties and maintenance; and customizing costs.
The revenue recognition policy for each source is:
(i) Revenue from licensing, royalties and maintenance will be
recognized as earned over the term of each customer's agreement;
(ii) Revenue from customizing costs will be recognized as earned
through the provision of personnel expertise in the Company's
technology.
F-7
<PAGE>
EXO-WEB.COM
(Formerly Hartco, LTD.)
(A Development Stage Company)
Notes to Financial Statements
Year Ended December 31, 1998, 1997 and 1996 and the Period June 16, 1977 (Date
of Inception) to December 31, 1998
(Information Pertaining to the Nine Months Ended September 30, 1999 and 1998 is
Unaudited)
(U.S. Dollars)
- --------------------------------------------------------------------------------
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
(f) Unaudited interim financial statements
The unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial
information. These financial statements are condensed and do not
include all disclosures required for annual financial statements.
In the opinion of the Company's management, these unaudited financial
statements reflect all adjustments necessary to present fairly the
Company's financial position at September 30, 1999 and 1998 and the
results of operations and the cash flows for the nine months then
ended. The results of operations for the nine months ended September
30, 1999 are not necessarily indicative of the results to be expected
for the entire fiscal year.
3. RELATED PARTY TRANSACTIONS
The officers and directors of the Company are involved in other business
activities and may, in the future, become involved in additional business
ventures requiring their attention. If a specific business opportunity
becomes available, such persons may face a conflict in selecting between
the Company and their other business interests. The Company has formulated
no policy for the resolution of such conflicts.
4. CAPITAL STOCK
The Company originally had authorized common stock of 100,000 shares with a
par value of $0.25 per share.
On March 23, 1998, the authorized common capital stock was increased to
100,000,000 common shares with a par value of $0.001 per share.
On March 23, 1998, the Company completed a forward stock split of one share
of its outstanding common stock for five shares.
5. GOING CONCERN
The Company intends to license technology which, in the opinion of
management, will provide earnings to the Company.
Continuation of the Company as a going concern is dependent upon obtaining
additional working capital. Management has developed a strategy which it
believes will accomplish this objective.
6. SUBSEQUENT EVENTS
(a) On June 10, 1999 the Company acquired proprietary property from MAC
Multimedia Accelerator Corp. for $722,000 CDN. The Company was also
assigned the Development Agreement from MAC Multimedia Accelerator
Corp. and Mindquake Software Inc.
(b) On March 30, 1999 the Company received 445,000 of its then outstanding
shares for cancellation.
(c) On March 31, 1999 the Company issued 6,500,000 shares for cash of
$6,500.
(d) On June 20, 1999 the Company issued 4,000,000 shares for cash of
$4,000.
F-8
<PAGE>
EXO-WEB.COM
(Formerly Hartco, LTD.)
(A Development Stage Company)
Notes to Financial Statements
Year Ended December 31, 1998, 1997 and 1996 and the Period June 16, 1977 (Date
of Inception) to December 31, 1998
(Information Pertaining to the Nine Months Ended September 30, 1999 and 1998 is
Unaudited)
(U.S. Dollars)
- --------------------------------------------------------------------------------
7. UNCERTAINTY DUE TO THE YEAR 2000 ISSUE
The Year 2000 Issue arises because many computerized systems use two digits
rather than four to identify a year. Date sensitive systems may recognize
the year 2000 as 1900 or some other date, resulting in errors when
information using year 2000 dates is processed. In addition, similar
problems may arise in some systems which use certain dates in 1999 to
represent something other than a date. The effects of the Year 2000 Issue
may be experienced before, on, or after January 1, 2000 and, if not
addressed, the impact on operations and financial reporting may range from
minor errors to significant systems failure which could affect an entity's
ability to conduct normal business operations. It is not possible to be
certain that all aspects of the issue affecting the Company, including
those related to the efforts of customers, suppliers, or other third
parties, will be fully resolved.
F-9
<PAGE>
PART III
Item 1. Index to Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Name
<S> <C>
2.1* Articles of Incorporation, restated as amended on March 23, 1988 and
August 4, 1999
2.2* Bylaws
3.1* Specimen Share Certificate for Common Stock
3.2* Sample Pooling Agreement
6.1* Asset Purchase Agreement between EXO-WEB.COM and MAC Multimedia
Accelerator Corp. dated June 10, 1999
6.2* First Amending Agreement to Asset Purchase Agreement, dated June 21,
1999
6.3* Second Amending Agreement to Asset Purchase Agreement, dated August 6,
1999
6.4** Software Development Agreement Between MAC Multimedia Accelerator
Corp. and Mindquake Software, Inc.
6.5** Supplemental Agreement Between MAC Multimedia Accelerator Corp. and
Mindquake Software, Inc.
23.1 Consent of Auditor
27.1 Financial Data Schedule
27.2 Financial Data Schedule
27.3 Financial Data Schedule
</TABLE>
- ----------
* Previously filed.
** To be filed by amendment.
<PAGE>
SIGNATURES
Pursuant to the requirements Section 12 of the Securities Exchange Act of
1934,the Registrant has duly caused this report or amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
EXO-WEB.COM
By: /s/ Randall Currey
----------------------------------
Randall Currey, President and Director
Dated: January 19, 2000
<PAGE>
Index to Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Name
<S> <C>
2.1* Articles of Incorporation, restated as amended on March 23, 1988 and
August 4, 1999
2.2* Bylaws
3.1* Specimen Share Certificate for Common Stock
3.2* Sample Pooling Agreement
6.1* Asset Purchase Agreement between EXO-WEB.COM and MAC Multimedia
Accelerator Corp. dated June 10, 1999
6.2* First Amending Agreement to Asset Purchase Agreement, dated June 21,
1999
6.3* Second Amending Agreement to Asset Purchase Agreement, dated August 6,
1999
6.4** Software Development Agreement Between MAC Multimedia Accelerator
Corp. and Mindquake Software, Inc.
6.5** Supplemental Agreement Between MAC Multimedia Accelerator Corp. and
Mindquake Software, Inc.
23.1 Consent of Auditor
27.1 Financial Data Schedule
27.2 Financial Data Schedule
27.3 Financial Data Schedule
</TABLE>
- ----------
* Previously filed.
** To be filed by amendment.
17
<PAGE>
EXHIBIT 23.1
Consent of Independent Certified Public Accountant
Hartco, Ltd.
We hereby consent to the use of our report dated April 21, 1998, for the period
ended December 31, 1997 included in the form 10-SB in accordance with Section 12
of the Securities Exchange Act of 1934.
/s/ Andersen, Andersen & Strong, L.C.
Certified Public Accountants
October 23, 1999
Salt Lake City, Utah
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM NINE MONTHS
SEPTEMBER 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 484
<SECURITIES> 0
<RECEIVABLES> 3,821
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4,305
<PP&E> 498,000
<DEPRECIATION> 0
<TOTAL-ASSETS> 502,305
<CURRENT-LIABILITIES> 607,912
<BONDS> 0
0
0
<COMMON> 10,995
<OTHER-SE> (105,607)
<TOTAL-LIABILITY-AND-EQUITY> 502,305
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 116,077
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (116,077)
<INCOME-TAX> 0
<INCOME-CONTINUING> (116,077)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (116,077)
<EPS-BASIC> (0.03)
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM DECEMBER 31,
1998 FINANCIAL AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 495
<OTHER-SE> (495)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (4,919)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (4,919)
<INCOME-TAX> 0
<INCOME-CONTINUING> (4,919)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,919)
<EPS-BASIC> (0.01)
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM DECEMBER 31,
1997 FINANCIAL AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 10,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 10,000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 10,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 495
<OTHER-SE> 9,505
<TOTAL-LIABILITY-AND-EQUITY> 10,000
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 10,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (10,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (10,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (10,000)
<EPS-BASIC> (0.02)
<EPS-DILUTED> 0
</TABLE>
