U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM 10-QSB
(Mark One)
[X] Quarterly report pursuant section 13 or 15(d) of the Securities Exchange
Act of 1934 For the quarterly period ended March 31, 2000
[ ] Transition report pursuant section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from.................to..................
Commission file number 000-27545
ABOVE AVERAGE INVESTMENTS, INC.
(Exact name of small business issuer in its charter)
Nevada 98-0204480
- --------------------------------------------------------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
Incorporation or organization)
Suite 104, 1456 St. Paul Street, Kelowna, British Columbia, Canada V1Y 2E6
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(250) 868-8177
--------------------
(Issuer's telephone number)
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_X_ No___
Number of shares outstanding of the issuer's classes of common equity, as of
March 31, 2000:
500,000 Shares of Common Stock (One Class)
Transitional Small Business Disclosure Format: Yes ___ No __X__
This document consists of 14 pages, excluding exhibits. The Exhibit
Index is on page 13.
<PAGE>
ABOVE AVERAGE INVESTMENTS, INC.
INDEX
Part I - Financial Information
Item 1. Financial Statements .................................... 3
Item 2. Plan of Operation ....................................... 8
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K ........................ 13
Signatures ....................................................... 14
2
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<TABLE>
ABOVE AVERAGE INVESTMENTS, LTD.
(A Development Stage Company)
Index to Financial Statements
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements*
<CAPTION>
Page
----
<S> <C>
Condensed balance sheet, March 31, 2000 (unaudited) ............................................................ 4
Condensed statements of operations for the three months ended March 31, 2000 and
1999, for the nine months ended March 31, 2000 and 1999,
and from April 21, 1997 (inception) through March 31, 2000 (unaudited) .................................... 5
Condensed statements of cash flows for the nine months ended March 31, 2000 and 1999,
and from April 21, 1997 (inception) through March 31, 2000 (unaudited) .................................... 6
Notes to condensed financial statements ........................................................................ 7
<FN>
*The accompanying condensed financial statements are not covered by an
Independent Certified Public Accountant's report
</FN>
</TABLE>
3
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Part I. Item 1. Financial Information
<TABLE>
ABOVE AVERAGE INVESTMENTS, LTD.
(A Development Stage Company)
CONDENSED BALANCE SHEET
(Unaudited)
<CAPTION>
March 31, 2000
<S> <C> <C>
ASSETS
TOTAL ASSETS $ --
========
LIABILITIES AND SHAREHOLDERS' (DEFICIT)
LIABILITIES
Accrued liabilities .................................................................... $ 1,495 $ 1,495
-------- --------
TOTAL LIABILITIES ................... 1,495 1,495
-------- --------
SHAREHOLDERS' (DEFICIT)
Common stock, $.0001 par value, 100,000,000 shares
authorized, 500,000 shares issued and outstanding
(See Note B) ........................................................................ 50 50
Additional paid-in capital ............................................................. 12,344 12,344
Deficit accumulated during the development stage ....................................... (13,889) (13,889)
-------- --------
TOTAL SHAREHOLDERS' (DEFICIT) .................. (1,495) (1,495)
-------- --------
$ -- $ --
======== ========
<FN>
See accompanying notes to condensed financial statements
</FN>
</TABLE>
4
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<TABLE>
ABOVE AVERAGE INVESTMENTS, LTD.
(A Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
April 21, 1997
(inception)
Three Months Ended Nine Months Ended Through
March 31, March 31, March 31, March 31, March 31,
2000 1999 2000 1999 2000
--------- -------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
COSTS AND EXPENSES
Legal fees .......................... $ 2,236 $ -- $ 6,622 $ -- $ 6,622 $ 6,622
Accounting fees ..................... 250 -- 2,106 -- 2,106 $ 2,106
Printing ............................ 2,865 -- 5,026 -- 5,026 $ 5,026
Licenses and fees ................... -- -- 85 -- 85 85
Stock-based compensation for
organizational costs (Note 8) .. -- -- -- -- -- 50
--------- -------- --------- -------- --------- ---------
LOSS FROM OPERATIONS .... (5,351) -- (13,839) -- (13,889) (13,839)
--------- -------- --------- -------- --------- ---------
INCOME TAX BENEFIT (EXPENSE) (NOTE C)
Current tax benefit ................. 1,019 2,635 21,030
Deferred tax expense ................ (1,019) -- (2,635) -- (2,644) (1,030)
--------- -------- --------- -------- --------- ---------
NET LOSS .... $ (5,351) $ -- $ (13,839) $ -- $ (13,889) $ (13,839)
========= ======== ========= ======== ========= =========
BASIC AND DILUTED
LOSS PER COMMON SHARE ............ $ * $ * $ * $ * $ *
========= ======== ========= ======== =========
BASIC AND DILUTED WEIGHTED AVERAGE
COMMON SHARES OUTSTANDING ........ 500,000 500,000 500,000 500,000 500,000
========= ======== ========= ======== =========
<FN>
* Less than .01 per share
See accompanying notes to condensed financial statements
</FN>
</TABLE>
5
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<TABLE>
ABOVE AVERAGE INVESTMENTS, LTD.
(A Development Stage Company)
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
April 21, 1997
Nine Months Ended (inception)
------------------------- Through
March 31, March 31, March 31,
2000 1999 2000
-------- ---- --------
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net loss .................................................... $(13,839) $ -- $(13,889) $(13,839)
Non-cash transactions:
Stock-based compensation for
organizational costs (Note B) ........................ -- -- 50 --
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities ................. 1,495 -- 1,495 1,495
-------- ---- -------- --------
NET CASH (USED IN)
OPERATING ACTIVITIES ..................... $(12,344) $ -- $(12,344) $(12,344)
-------- ---- -------- --------
FINANCING ACTIVITIES
Third party expenses paid by affiliate on
behalf of the company, recorded as
additional-paid-in capital ................................. 12,344 -- 12,344 12,344
-------- ---- -------- --------
NET CASH PROVIDED BY
FINANCING ACTIVITIES ..................... 12,344 -- 12,344 12,344
-------- ---- -------- --------
NET CHANGE IN CASH ....................... -- -- -- --
Cash, beginning of period .................................... -- -- -- --
-------- ---- -------- --------
CASH, END OF PERIOD ...................... $ -- $ -- $ -- $ --
======== ===== ======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest ................................................ $ -- $-- $ -- $ --
======== ===== ======== ========
Income taxes ............................................ $ -- $-- $ -- $ --
======== ===== ======== ========
Non-cash financing activities:
500,000 shares common stock
issued for services ................................. $ -- $-- $ 50
======== ===== ========
<FN>
See accompanying notes to condensed financial statements
</FN>
</TABLE>
6
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ABOVE AVERAGE INVESTMENTS, LTD.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE A: BASIS OF PRESENTATION
The condensed financial statements presented herein have been prepared by the
Company in accordance with the accounting policies in its audited financial
statements for the year ended June 30, 1999 as filed in its form 10-SB filed
December 30, 1999 and should be read in conjunction with the notes thereto. The
Company entered the development stage in accordance with Statement of Financial
Accounting Standard ("SFAS") No. 7 on April 21, 1997 and is a "blank check"
company with the purpose to evaluate, structure and complete a merger with, or
acquisition of, a privately owned corporation.
In the opinion of management, all adjustments (consisting only of normal
recurring adjustments) which are necessary to provide a fair presentation of
operating results for the interim period presented have been made. The results
of operations for the periods presented are not necessarily indicative of the
results to be expected for the year.
Interim financial data presented herein are unaudited.
NOTE B: RELATED PARTY TRANSACTIONS
The Company has issued an officer 500,000 shares of common stock in exchange for
services related to management and organization costs of $50. The officer will
provide administrative and marketing services as needed. The officer may, from
time to time, advance to the Company any additional funds that the Company needs
for costs in connection with searching for or completing an acquisition or
merger.
The Company does not maintain a checking account and all expenses incurred by
the Company are paid by an affiliate. For the three months ended March 31, 2000
the Company incurred legal expense of $2,236, accounting expense of $250, and
printing expense of $2,865. For the nine months ended December 31, 1999 the
Company incurred legal expense of $6,622, accounting expense of $2,106, printing
expense of $5,026, and filing expenses of $85. The affiliate does not expect to
be repaid for the expenses it pays on behalf of the Company. Accordingly, as the
expenses are paid, they are classified as additional paid-in capital.
NOTE C: INCOME TAXES
The Company records its income taxes in accordance with Statement of Financial
Accounting Standard No. 109, "Accounting for Income Taxes". The Company incurred
net operating losses during the periods shown on the condensed financial
statements resulting in a deferred tax asset, which was fully allowed for,
therefore the net benefit and expense result in $-0- income taxes.
7
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ABOVE AVERAGE INVESTMENTS, INC.
PLAN OF OPERATION
We intend to seek to acquire assets or shares of an entity actively
engaged in a business that generates revenues, in exchange for its securities.
We have not identified a particular acquisition target and have not entered into
any negotiations regarding an acquisition. As soon as this registration
statement becomes effective under Section 12 of the '34 Act, we intend to
contact investment bankers, corporate financial analysts, attorneys and other
investment industry professionals through various media. None of our 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 with us as of the date of this
registration statement.
Depending upon the nature of the relevant business opportunity and the
applicable state statutes governing how the transaction is structured, the
Company's Board of Directors expects that it will provide our shareholders with
complete disclosure documentation concerning a potential business opportunity
and the structure of the proposed business combination prior to consummation.
Disclosure is expected to be in the form of a proxy or information statement, in
addition to the post-effective amendment.
While any disclosure must include audited financial statements of the
target entity, we cannot assure you that such audited financial statements will
be available. As part of the negotiation process, the Board of Directors does
intend to obtain certain assurances of value, including statements of assets and
liabilities, material contracts, accounts receivable statements, or other
indicia of the target entity's condition prior to consummating a transaction,
with further assurances that an audited statement would be provided prior to
execution of a merger or acquisition agreement. Closing documents will include
representations that the value of the assets transferred will not materially
differ from the representations included in the closing documents, or the
transaction will be voidable.
Due to our intent to remain a shell corporation until a merger or
acquisition candidate is identified, it is anticipated that its cash
requirements shall be minimal, and that all necessary capital, to the extent
required, will be provided by the directors or officers. We do not anticipate
that we will have to raise capital in the next twelve months. We also do not
expect to acquire any plant or significant equipment.
We have not, and do not intend to enter into, any arrangement,
agreement or understanding with non-management shareholders allowing
non-management shareholders to directly or indirectly participate in or
influence our management of the Company. Management currently holds 60.8% of our
stock. As a result, management is in a position to elect a majority of the
directors and to control our affairs.
We have no full time employees. Our President and Secretary have agreed
to allocate a portion of their time to our activities, without compensation.
These officers anticipate that our business plan can be implemented by their
devoting approximately five (5) hours each per month to our business affairs
and, consequently, conflicts of interest may arise with respect to their limited
time commitment. We do not expect any significant changes in the number of
employees. See "Management."
Our officers and directors may become involved with other companies who
have a business purpose similar to ours. As a result, potential conflicts of
interest may arise in the future. If a conflict does arise and an officer or
director 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 the companies. If a situation arises where more than one
company desires to merge with or acquire that target company and
8
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the principals of the proposed target company have no preference as to which
company will merge with or acquire the target company, the company that first
filed a registration statement with the Securities and Exchange Commission will
be entitled to proceed with the proposed transaction. See "Risk Factors -
Affiliation With Other "Blank Check" Companies."
General Business Plan
Our purpose is to seek, investigate and, if investigation warrants,
acquire an interest in business opportunities presented to it by persons or
firms that desire to seek the perceived advantages of an Exchange Act registered
corporation. We will not restrict our search to any specific business, industry,
or geographical location and we 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 restrict our 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 we
have nominal assets and limited financial resources. See the financial
statements at page F-1 of this prospectus. This lack of diversification should
be considered a substantial risk to our shareholders because it will not permit
us to offset potential losses from one venture against gains from another.
We may seek a business opportunity with entities that have recently
commenced operations, or that 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. We may
acquire assets and establish wholly owned subsidiaries in various businesses or
acquire existing businesses as subsidiaries.
We anticipate that the selection of a business opportunity 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. The perceived benefits may
include facilitating or improving the terms for additional equity financing that
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 these business opportunities extremely difficult
and complex.
We have, and will continue to have, no capital to provide the owners of
business opportunities with any significant cash or other assets. However,
management believes we 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
public offering. The owners of the 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-KSBs, 10-Q's or 10-QSBs, agreements and related reports and documents. 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
that 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 our
officers and directors, none of whom is a professional business analyst.
Management intends to concentrate on identifying preliminary prospective
business opportunities that may be brought to our attention through present
associations of our officers and directors, or by our shareholders. In analyzing
prospective business opportunities, management will consider:
9
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o the available technical, financial and managerial resources;
o working capital and other financial requirements;
o history of operations, if any;
o prospects for the future;
o nature of present and expected competition;
o the quality and experience of management services that may be
available and the depth of that management;
o the potential for further research, development, or exploration;
o specific risk factors not now foreseeable but could be anticipated to
impact our proposed activities;
o the potential for growth or expansion;
o the potential for profit;
o the perceived public recognition of acceptance of products, services,
or trades;
o name identification; and
o other relevant factors.
Our officers and directors expect to meet personally with management
and key personnel of the business opportunity as part of their "due diligence"
investigation. To the extent possible, the Company intends to utilize written
reports and personal investigations to evaluate the above factors. We will not
acquire or merge with any company that cannot provide audited financial
statements within a reasonable period of time after closing of the proposed
transaction.
Our management, while probably not especially experienced in matters
relating to the prospective new business of the Company, shall rely upon their
own efforts and, to a much lesser extent, the efforts of our shareholders, in
accomplishing our business purposes. We do not anticipate that any outside
consultants or advisors, except for our legal counsel and accountants, will be
utilized by us to accomplish our business purposes. However, if we do retain an
outside consultant or advisor, any cash fee will be paid by the prospective
merger/acquisition candidate, as we have no cash assets. We have no contracts or
agreements with any outside consultants and none are contemplated.
We will not restrict our search for any specific kind of firms, and may
acquire a venture that is in its preliminary or development stage or is already
operating. We cannot predict at this time the status of any business in which we
may become engaged, because the business may need to seek additional capital,
may desire to have its shares publicly traded, or may seek other perceived
advantages that we may offer. Furthermore, we do not intend to seek capital to
finance the operation of any acquired business opportunity until we have
successfully consummated a merger or acquisition.
We anticipate that we will incur nominal expenses in the implementation
of its business plan. Because we has no capital to pay these anticipated
expenses, present management will pay these charges with their personal funds,
as interest free loans, for a minimum of twelve months from the date of this
registration statement. If additional funding is necessary, management and or
shareholders will continue to provide capital or arrange for additional outside
funding. However, the only opportunity that
10
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management has to have these loans repaid will be from a prospective merger or
acquisition candidate. Management has no agreements with us that would impede or
prevent consummation of a proposed transaction. We cannot assure, however, that
management will continue to provide capital indefinitely if a merger candidate
cannot be found. If a merger candidate cannot be found in a reasonable period of
time, management may be required reconsider its business strategy, which could
result in our dissolution.
Acquisition of Opportunities
In implementing a structure for a particular business acquisition, we
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 our present management and shareholders will no longer be in
control. In addition, our directors may, as part of the terms of the acquisition
transaction, resign and be replaced by new directors without a vote of our
shareholders. Furthermore, management may negotiate or consent to the purchase
of all or a portion of our stock. Any terms of sale of the shares presently held
by officers and/or directors will be also afforded to all other shareholders on
similar terms and conditions. Any and all sales will only be made in compliance
with the securities laws of the United States and any applicable state.
While the actual terms of a transaction that management may not be a
party to 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 that event, the shareholders of the
Company would retain 20% or less of the issued and outstanding shares of the
surviving entity, which would result in significant dilution in the equity of
the shareholders.
As part of the "due diligence" investigation, our officers and
directors 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 our limited
financial resources and management expertise. How we will participate in an
opportunity will depend on the nature of the opportunity, the respective needs
and desires of the parties, the management of the target company and our
relative negotiation strength.
With respect to any merger or acquisition, negotiations with target
company management are expected to focus on the percentage of our Company that
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, our shareholders will probably hold a
substantially lesser percentage ownership interest following any merger or
acquisition. The percentage ownership may be subject to significant reduction in
the event we acquire a company with substantial assets. Any merger or
acquisition effected by us can be expected to have a significant dilutive effect
on the percentage of shares held by our then shareholders.
We will participate in a business opportunity only after the
negotiation and execution of appropriate written agreements. Although we cannot
predict the terms of the agreements, generally the agreements will require some
specific representations and warranties by all of the parties, will specify
certain events of default, will detail the terms of closing and the conditions
that must be satisfied by each of the parties prior to and after the closing,
will outline the manner of bearing costs, including costs associated with our
attorneys and accountants, will set forth remedies on default and will include
miscellaneous other terms.
As stated previously, we will not acquire or merge with any entity that
cannot provide independent audited financial statements concurrent with the
closing of the proposed transaction. We are
11
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subject to the reporting requirements of the '34 Act. Included in these
requirements is our affirmative duty 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 our audited
financial statements included in our annual report on Form 10-K (or 10-KSB, as
applicable) and quarterly reports on Form 10-Q (or 10-QSB, as applicable). If
the audited financial statements are not available at closing, 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 our
present management. If the transaction is voided, the agreement will also
contain a provision providing for the acquisition entity to reimburse us for all
costs associated with the proposed transaction.
Competition
We will remain an insignificant participant among the firms that engage
in the acquisition of business opportunities. There are many established venture
capital and financial concerns that have significantly greater financial and
personnel resources and technical expertise than we do. In view of our combined
extremely limited financial resources and limited management availability, we
will continue to be at a significant competitive disadvantage compared to our
competitors.
LEGAL PROCEEDINGS
There is no litigation pending or threatened by or against us.
12
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ABOVE AVERAGE INVESTMENTS, INC.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
Exhibit No. Description
----------- -----------
3.1* Articles of Incorporation
3.2* Amendment to Articles of Incorporation
3.3* Bylaws
4.1* Specimen Informational Statement
4.1.1* Form of Lock-up Agreement Executed by the
Company's Shareholders
27.1 Financial Data Schedule
*Filed as an Exhibit to the Company's Registration Statement on Form 10-SB,
dated October 4, 1999, and incorporated herein by this reference.
Reports on Form 8-K
None
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ABOVE AVERAGE INVESTMENTS, INC.
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.
ABOVE AVERAGE INVESTMENTS, INC.
Date: May 12, 2000 By: /s/ Devinder Randhawa
------------------------------------
Devinder Randhawa, President
By: /s/ Bob Hemmerling
------------------------------------
Bob Hemmerling, Secretary
14
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 1,495
<BONDS> 0
0
0
<COMMON> 50
<OTHER-SE> (1,545)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 5,351
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (5,351)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,351)
<EPS-BASIC> (0.00)<F1>
<EPS-DILUTED> (0.00)
<FN>
<F1>*Less than .01 per share
</FN>
</TABLE>
