<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended: September 30, 1999
------------------
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _______________ to _______________
Commission file number 0-26543
------------------------------------------
Harmony Trading Corp.
---------------------------------------
(Exact name of small business issuer as
specified in its charter)
New York 13-3935933
--------------------------------- -------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
8 Harmony Lane, Hartsdale, New York 10530
----------------------------------------------------------------------
(Address of principal executive offices)
914-686-8255
------------------------------------------
(Issuer's telephone number)
Not Applicable
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report.)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes No X
_________ ----------
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practical date: 3,110,000
-------------
Transitional Small Business Disclosure Format (check one).
Yes No X
_________ ----------
<PAGE>
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
The condensed financial statements for the period ended September 30, 1999
included herein have been prepared by Harmony Trading Corp. (the "Company")
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission (the "Commission"). In the opinion of management, the
statements include all adjustments necessary to present fairly the financial
position of the Company as of September 30, 1999 and the results of operations
and cash flows for the nine month periods ended September 30, 1998 and 1999.
HARMONY TRADING CORP.
(A development stage company)
BALANCE SHEET
<TABLE>
<CAPTION>
December 31, September 30,
1998 1999
Unaudited
------------ -------------
<S> <C> <C>
Assets
Current assets
Cash and cash equivalents $ -0- $ 17,117
Marketable securities 4,000
-------- --------
Current assets 4,000 17,117
Property and equipment -0- -0-
Total assets $ 4,000 $ 17,117
======== ========
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable and accrued expenses $ 723
Corporate taxes payable $ 325 259
Officer loans payable 2,325 1,733
-------- --------
Total current liabilities 2,650 2,715
Stockholders' equity
Preferred stock authorized
5,000,000 shares, $0.001 par
value each. At December 31,
1998 and September 30, 1999, there
are -0- and -0- shares
outstanding respectively.
Common Stock authorized
200,000,000 shares, $0.001 par
value each. At December 31,
1998 and September 30, 1999, there
are 1,000,000 and 3,110,000
shares outstanding respectively. 1,000 3,110
Additional paid in capital 19,330
Deficit accumulated during
development stage 350 (8,038)
-------- --------
Total stockholders' equity 1,350 14,402
-------- --------
Total liabilities and stockholders' equity $ 4,000 $ 17,117
======== ========
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
HARMONY TRADING CORP.
(A development stage company)
STATEMENT OF OPERATIONS
Unaudited
For the For the For the period
nine months nine months from inception,
ended ended August 13, 1996
September 30, September 30, to September 30,
1998 1999 1999
------------- ------------- ----------------
Revenue $ -0- $ 14,825 $ 18,825
Costs of goods sold -0- -0- -0-
---------- ---------- ----------
Gross profit -0- 14,825 18,825
Operations:
General and administrative 1,250 23,485 27,135
---------- ---------- ----------
Total expense 1,250 23,485 27,135
Income from operations (1,250) (8,660) (8,310)
Other income
Interest income 272 272
Income (loss) $ (1,250) $ (8,388) $ (8,038)
========== ========== ==========
Net income (loss)
per share -basic $ (0.00) $ (0.00) $ (0.00)
========== ========== ==========
Number of shares
outstanding-basic 1,000,000 3,110,000 3,110,000
========== ========== ==========
See accompanying notes to financial statements.
3
<PAGE>
HARMONY TRADING CORP.
(A development stage company)
STATEMENT OF OPERATIONS
Unaudited
For the For the
three months three months
ended ended
September 30, September 30,
1998 1999
------------- -------------
Revenue $ -0- $ 12,131
Costs of goods sold -0- -0-
---------- ----------
Gross profit -0- 12,131
Operations:
General and administrative 750 17,074
---------- ----------
Total expense 750 17,074
Income from operations (750) (8,660)
Other income
Interest income 138
Income (loss) $ (750) $ (4,805)
========== ==========
Net income (loss)
per share -basic $ (0.00) $ (0.00)
========== ==========
Number of shares
outstanding-basic 1,000,000 3,110,000
========== ==========
See accompanying notes to financial statements.
4
<PAGE>
HARMONY TRADING CORP.
(A development stage company)
STATEMENT OF STOCKHOLDERS EQUITY
<TABLE>
<CAPTION>
Deficit accumulated
Common Common Additional during development
Date Stock Stock paid in capital stage Total
- ---- --------- --------- --------------- ------------------- ---------
<S> <C> <C> <C> <C> <C>
December 31, 1996
balance(1) 1,000,000 $ 1,000 $ 1,000
Net income $ 2,135 $ 2,135
--------- --------- ---------- ------------ ---------
December 31, 1997
balance 1,000,000 $ 1,000 2,135 3,135
Net loss (1,795) (1,795)
--------- --------- ---------- ------------ ---------
December 31, 1998
balance 1,000,000 $ 1,000 350 1,350
Unaudited
Sale of shares 505,000 505 24,745 25,250
Contribution of
services 375 375
Issuance of shares
for legal services 50,000 50 2,450 2,500
Less offering expenses (6,685) (6,685)
Net loss (8,388) (8,388)
--------- --------- ---------- ------------ ---------
September 30, 1999
balance 1,555,000 $ 1,555 $ 20,885 $ (8,038) $ 14,402
========= ========= ========== ============ =========
September 30, 1999
Adjusted Balances
for 2 for
1 forward split 3,110,000 $ 3,110 $ 19,330 $ (8,038) $ 14,402
========= ========= ========== ============ =========
</TABLE>
(1) On August 14, 1996, the Company sold 200 shares in consideration for $1,000
in marketable securities. On April 2, 1999, the Company forward split the
number of shares outstanding in a ratio of 5,000 to 1. The number of shares
outstanding has been restated from inception.
See accompanying notes to financial statements.
5
<PAGE>
HARMONY TRADING CORP.
(A development stage company)
STATEMENT OF CASH FLOWS
Unaudited
<TABLE>
<CAPTION>
For the For the For the period
nine months nine months from inception,
ended ended August 13, 1996,
September 30, September 30, to September 30,
1998 1999 1999
------------- ------------ ----------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net income (loss) $ (500) $ (8,388) $ (8,038)
Non cash transaction 2,875 3,875
Corporate taxes (66) 259
Accounts payable and
accrued expenses 723 723
--------- ---------- ----------
TOTAL CASH FLOWS FROM (500) (4,856) (3,181)
OPERATIONS
CASH FLOWS FROM INVESTING
ACTIVITIES
Marketable securities 4,000
---------- ----------
TOTAL CASH FLOWS FROM 4,000
INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING
ACTIVITIES
Officer loan payable 500 (592) 1,733
Sale of stock net of
offering expenses 18,565 18,565
--------- ---------- ----------
TOTAL CASH FLOWS FROM 500 17,973 20,298
FINANCING ACTIVITIES
NET INCREASE (DECREASE)
IN CASH -0- 17,117 17,117
CASH BALANCE BEGINNING
OF PERIOD -0- -0- -0-
--------- ---------- ----------
CASH BALANCE END
OF PERIOD $ -0- $ 17,117 $ 17,177
========= ========== ==========
Non cash activities
Issuance of 100,000 shares of
post split Common Stock in $ 2,500 $ 2,500
consideration for legal services
Contribution of promotion
services 375 375
---------- ----------
Total non cash items $ 2,875 $ 2,875
</TABLE>
See accompanying notes to financial statements.
6
<PAGE>
HARMONY TRADING CORP.
(A development stage company)
Notes to Financial Statements
September 30, 1999
Note A - Basis of Reporting
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, such statements include all adjustments which are considered
necessary for a fair presentation of the financial position of Harmony Trading
Corp. (the "Company") at September 30, 1999 and the results of its operations,
and cash flows for the nine-month period then ended. The results of operations
for the nine-month period ended September 30, 1999 are not necessarily
indicative of the operating results for the full year. It is suggested that
these financial statements be read in conjunction with the financial statements
and related disclosures for the year ended December 31, 1998 included in the
Company's Form 10-SB.
Note B - Net Income Per Share of Common Stock
In 1997, the Financial Accounting Standards Board issued Statement No. 128,
"Earnings Per Share". Statement No. 128 replaced the calculation of primary and
fully diluted earnings per share with basic and diluted earnings per share.
Unlike primary earnings per share, basic earnings per share exclude any dilutive
effects of options, warrants, and convertible securities. Dilutive earnings per
share is very similar to the previously reported fully diluted earnings per
share. The Company has adopted Statement No. 128.
Note C - Income Taxes
The Company provides for the tax effects of transactions reported in the
financial statements. The provision if any, consists of taxes currently due plus
deferred taxes related primarily to differences between the basis of assets and
liabilities for financial and income tax reporting. The deferred tax assets and
liabilities, if any represent the future tax return consequences of those
differences, which will either be taxable or deductible when the assets and
liabilities are recovered or settled. As of December 31, 1998 and September 30,
1999, the Company had no material current tax liability, deferred tax assets, or
liabilities to impact on the Company's financial position because the deferred
tax asset related to the Company's net operating loss carryforward and was fully
offset by a valuation allowance.
At September 30, 1999, the Company has net operating loss carry forwards
for income tax purposes of $8,388. This carryforward is available to offset
future taxable income, if any, and expires in the year 2010. The Company's
utilization of this carryforward against future taxable income may become
subject to an annual limitation due to a cumulative change in ownership of the
Company of more than 50 percent.
The components of the net deferred tax asset as of September 30, 1998 are as
follows:
Deferred tax asset:
Net operating loss carry forward $ 2,852
Valuation allowance $ (2,852)
--------
Net deferred tax asset $ -0-
========
7
<PAGE>
The Company recognized no income tax benefit for the loss generated in the
period from inception, August 13, 1996, to September 30, 1999.
SFAS No. 109 requires that a valuation allowance be provided if it is more
likely than not that some portion or all of a deferred tax asset will not be
realized. The Company's ability to realize benefit of its deferred tax asset
will depend on the generation of future taxable income. Because the Company has
yet to recognize significant revenue from the sale of its products, the Company
believes that a full valuation allowance should be provided.
Note D - Amendment to the Certificate of Incorporation and Forward Split
On September 16,1999, the Company forward split the number of shares of
common stock outstanding in a ratio of 2 to 1 restating the number of shares
outstanding from 1,555,000 to 3,110,000.
On September 20, 1999, the Company amended its certificate of incorporation
to authorize an aggregate of 200,000,000 shares of common stock, $.001 par value
each and 5,000,000 shares of preferred stock, $.001 par value each.
8
<PAGE>
ITEM 2. Management's Discussion and Analysis.
The Company was formed on August 13, 1996, under the laws of the State of
New York to engage in any lawful act or activity for which corporations may be
organized under the business corporation law of the State of New York. The
Company's principal assets consist of the revenues it receives as commissions
from the sale of the Doncaster Line.
Development stage activities.
The following discussion relates to the results of the Company's operations
to date, and the Company's financial condition:
For the next 12 months, the Company plans to devote the majority of its
efforts to (i) obtaining new customers for its products by continuing its
marketing efforts through direct mail and Doncaster national advertisements,
(ii) enhancing its sources for inventory, and (iii) pursuing and finding a
management team to continue the process of completing its marketing goals and to
market limited quantities of the Doncaster Line. From the proceeds of its
limited offering and revenues, the Company anticipates that it will be able to
expand its operations. The Company anticipates that its results of operations
may fluctuate for the foreseeable future due to several factors, including
whether and when new products are successfully developed by Doncaster and
introduced by the Company, market acceptance of current or new products,
competitive pressures on pricing, and changes in the mix of products sold.
Operating results would also be adversely affected by a downturn in the market
for Doncaster's current products. Because the Company is continuing to increase
its operating expenses for personnel and other general and administrative
expenses, the Company's operating results would be adversely affected if its
sales did not correspondingly increase. The Company's limited operating history
makes accurate prediction of future operating results difficult or impossible.
Although the Company has experienced growth in recent years, there can be no
assurance that, in the future, the Company will sustain revenue growth or remain
profitable on a quarterly or annual basis or that its growth will be consistent
with predictions made by securities analysts.
The Company has been a development stage enterprise since its inception,
August 13, 1996, to September 30, 1999 and for the nine months ended September
30, 1999. During this period, management had devoted the majority of its efforts
to obtaining new customers for its products, enhancing its sources for
inventory, pursuing and finding a management team to continue the process of
completing its marketing goals, marketing limited quantities of the Doncaster
Line, and obtaining sufficient working capital through loans and equity through
a private placement offering. These activities were funded by the Company's
management and investments from stockholders.
Results of operations.
Results of Operations for the nine months ended September 30, 1999 as
compared to the nine months ended September 30, 1998.
For the nine months ended September 30, 1999, the Company generated net
sales of $14,825 as compared to $-0- for the nine months ended September 30,
1998 representing an increase of $14,825. The Company's cost of goods sold for
the nine months ended September 30, 1999 was $-0- as compared to $-0- for the
nine months ended September 30, 1998. The Company's gross profit on sales was
$14,825 for the nine months ended September 30, 1999 as compared to $-0- for the
nine months ended September 30, 1998. The increase in gross profit is the result
of offering for sale the Doncaster Line in the reorganization of the Company's
business.
The Company's general and administrative costs aggregated approximately
$23,485 for the nine months ended September 30, 1999 as compared to $500 for the
nine months ended September 30, 1998 representing an increase of $22,945. This
increase represents office and computer expenses of $23,485.
9
<PAGE>
Results of Operations for the three months ended September 30, 1999 as
compared to the three months ended September 30, 1998.
For the three months ended September 30, 1999, the Company generated net
sales of $12,131 as compared to $-0- for the three months ended September 30,
1998 representing an increase of $12,131. The Company's cost of goods sold for
the three months ended September 30, 1999 was $-0- as compared to $-0- for the
three months ended September 30, 1998. The Company's gross profit on sales was
$12,131 for the three months ended September 30, 1999 as compared to $-0- for
the three months ended September 30, 1998. The increase in gross profit is the
result of offering for sale the Doncaster Line in the reorganization of the
Company's business.
The Company's general and administrative costs aggregated approximately
$17,074 for the three months ended September 30, 1999 as compared to $750 for
the three months ended September 30, 1998 representing an increase of $16,324.
This increase represents office and computer expenses of $13,601 and commissions
of $3,473.
Results of Operations for the period of inception, August 13, 1996 through
September 30, 1999.
For the period from the Company's inception, August 13, 1996, through
September 30, 1999, a period of approximately 37 months, the Company generated
net sales of $18,825 (an average of $509 per month). The Company's cost of goods
sold on sales was approximately $-0- for the period from the Company's
inception, August 13, 1996, through September 30, 1999. The gross profit from
sales for this 34 month period is $18,825. Management believes the gross profit
of an average of $509 for the period from inception, August 13, 1996, through
September 30, 1999, will improve and stabilize once the Company's marketing
plans become fully implemented.
The Company's general and administrative costs aggregated approximately
$27,135 for the period from inception, August 13, 1996, through September 30,
1999. Of these initial startup costs, approximately $21,436 is attributed to
telephone and other office expenses and $5,699 in commissions.
The Company's Services.
The Company is in the business of the direct selling of Doncaster women's
clothing (the "Doncaster Line"). The Company's independent contractors provide
fashion consulting for its clients to encourage more sales and provide a value
added service.
Liquidity and capital resources.
The Company increased liquidity by $17,117 from a cash balance at the
Company's inception of $-0- through the process of developing profits from
sales, loans to the Company by the principal shareholders and the completion of
a private placement with net proceeds to the Company aggregating $18,565.
The Company expended an aggregate of $2,325 for operating expenses and
reduced Company notes payable by $592 through September 30, 1999. In April 1999,
the Company sold, pursuant to the terms of Rule 504 of Regulation D of the
Securities Act of 1933, as amended, an aggregate of 505,000 shares of common
stock at $0.05 per share for an aggregate cash consideration of $25,250 and the
sale of 50,000 shares of common stock in consideration for $2,500 in legal
services less $6,685 in offering expenses. On September 16,1999, the Company
forward split the number of shares of common stock outstanding in a ratio of 2
to 1 restating the number of shares outstanding from 1,555,000 to 3,110,000.
Income tax: As of September 30, 1999, the Company had a tax loss carry-forward
of $8,388. The Company's ability to utilize its tax credit carry-forwards in
future years will be subject to an annual limitation pursuant
10
<PAGE>
to the "Change in Ownership Rules" under Section 382 of the Internal Revenue
Code of 1986, as amended. However, any annual limitation is not expected to
have a material adverse effect on the Company's ability to utilize its tax
credit carry-forwards.
The Company expects its capital requirements to increase over the next
several years as it continues to develop its business, increase sales and
administration infrastructure and embark on developing in-house business
capabilities and facilities. The Company's future liquidity and capital funding
requirements will depend on numerous factors, including the extent to which the
Company's present management can fund the continued capital requirements, the
costs and timing of expansion of sales, marketing activities, facilities
expansion needs, and competition in the business entered into.
11
<PAGE>
PART II--OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
On September 16, 1999, the holders of 67.30% of the issued and outstanding
shares of common stock consented in writing to amend the Certificate of
Incorporation of the Company to increase the authorized capital of the Company
and approve a two for one forward stock split. The holders consented to
increase the authorized capital to an aggregate of 205,000,000 shares,
consisting of 200,000,000 shares of common stock, par value $.001 per share and
5,000,000 shares of preferred stock, par value $.001 per share.
Item 5. Other Information.
In Part II, Item 4-Recent Sales of Unregistered Securities of the Company's
Registration Statement on Form 10-SB filed with the Securities and Exchange
Commission on July 22 , 1999, it was disclosed that in April 1999, Mr. Paul
Gottbetter gifted 300 shares of Common Stock to each of twenty-five (25)
persons and Mr. Adam Gottbetter gifted 300 shares of Common Stock to each of ten
(10) persons. Technically, these gifts are sales for purposed of the Securities
Act of 1933, as amended, and the audited financial statements for the year ended
December 31, 1998 are not being adjusted because the amounts are immaterial.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit No. Description
- ----------- -----------
(3)(i) Certificate of Amendment of the Certificate of
Incorporation of Registrant filed September 20,
1999.
(b) Reports on Form 8-K
None.
12
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
HARMONY TRADING CORP.
November 12, 1999 /s/ Paul G. Gottbetter
---------------------------------------
Paul G. Gottbetter, President and Chief
Executive Officer, and Chief Financial
Officer
13
<PAGE>
EXHIBIT 3 (i)
CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
OF
HARMONY TRADING CORP.
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
THE UNDERSIGNED, being the President of HARMONY TRADING CORP. hereby
certifies:
1. The name of the corporation is Harmony Trading Corp.(the
"Corporation").
2. The certificate of incorporation of said Corporation was filed by the
Department of State on the 13th day of August, 1996.
3. (a) The certificate of incorporation of the Corporation is amended to
increase the aggregate number of shares which the Corporation
shall have the authority to issue by authorizing 180,000,000
additional shares of par value of $.001 each and to designate the
same as common shares.
(b) To accomplish the foregoing, Article FOURTH relating to the
authorized capital of the Corporation is amended to read as
follows:
"FOURTH: The total number of shares of stock which the
corporation shall have authority to issue is 205,000,000 of which
200,000,000 shares shall be designated as common stock, par value
$.001 per share and 5,000,000 shares shall be designated as
preferred stock, par value $.001 per share. The preferred stock
may be issued from time to time in one or more series or classes.
The Board of Directors is hereby expressly authorized to provide
by resolution or resolutions duly adopted prior to issuance, for
the creation of each such series and class and to fix the
designation and the powers, preferences, rights, qualifications,
limitations, and restrictions relating to the shares of each such
series. The authority of the Board of Directors with respect to
each series of preferred stock shall include, but not be limited
to, determining the following:
(a) the designation of such series, the number of shares to
constitute such series and the stated value thereof if different from
the par value thereof;
1
<PAGE>
(b) whether the shares of such series shall have voting rights,
in addition to any voting rights provided by law, and, if so, the term
of such voting rights, which may be general or limited;
(c) the dividends, if any, payable on such series, whether any
such dividends shall be cumulative, and, if so, from what dates, the
conditions and dates upon which such dividends shall be payable, and
the preference or relation which such dividends shall bear to the
dividends payable on any shares of stock of any other class or any
other series of Preferred Stock;
(d) whether the shares of such series shall be subject to
redemption by the Corporation, and, if so, the times, prices and other
conditions of such redemption;
(e) the amount or amounts payable upon shares of such series
upon, and the rights of the holders of such series in, the voluntary
or involuntary liquidation, dissolution or winding up, or upon any
distribution of the assets, of the Corporation;
(f) whether the shares of such series shall be subject to the
operation of a retirement or sinking fund and, if so, the extent to
and manner in which any such retirement or sinking fund shall be
applied to the purchase or redemption of the shares of such series for
retirement or other Corporation purposes and the terms and provisions
relating to the operation thereof;
(g) whether the shares of such series shall be convertible into,
or exchangeable for, shares of stock of any other class or any other
series of Preferred Stock or any other securities and, if so, the
price or prices or the rate or rates of conversion or exchange and the
method, if any, of adjusting the same, and any other terms and
conditions of conversion or exchange;
(h) the conditions or restrictions, if any, upon the creation of
indebtedness of the Corporation or upon the issue of any additional
stock, including additional shares of such series or of any other
series of Preferred Stock or of any other class; and
(i) any other powers, preferences and relative, participating,
options and other special rights, and any qualifications, limitations
and restrictions, thereof.
The powers, preferences and relative, participating optional and other
special rights of each series of Preferred Stock, and the qualifications,
limitations or restrictions thereof, if any, may differ from those of any and
all other series at any time outstanding. All shares of any one series of
Preferred Stock shall be identical in all respects with all other shares of such
series, except that
2
<PAGE>
shares of any one series issued at different times may differ as to the dates
from which dividends thereof shall be cumulative.
4. The foregoing amendment was authorized by the unanimous written
consent of the Board of Directors of the Corporation, followed by the written
consent of the holders of the outstanding shares of the Corporation entitled
under the Certificate of Incorporation to vote on said amendment of the
Certificate of Incorporation, having not less than the minimum requisite
proportion of votes, which has been given in accordance with Section 615 of the
Business Corporation Law. Written notice has been given as and to the extent
required by the said Section 615.
IN WITNESS WHEREOF, I have signed this certificate on the 17th day of
September, 1999, and I affirm the statements contained therein as true under
penalties of perjury.
/s/ Paul B. Gottbetter
-----------------------------
Paul B. Gottbetter, President
3
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 1999 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 17,117
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 17,117
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 17,117
<CURRENT-LIABILITIES> 2,715
<BONDS> 0
0
0
<COMMON> 3,110
<OTHER-SE> 11,292
<TOTAL-LIABILITY-AND-EQUITY> 17,117
<SALES> 14,825
<TOTAL-REVENUES> 14,825
<CGS> 0
<TOTAL-COSTS> 23,485
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (8,660)
<INCOME-TAX> 0
<INCOME-CONTINUING> (8,660)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8,388)
<EPS-BASIC> (.00)
<EPS-DILUTED> (.00)
</TABLE>
