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 December 31,1999
[ ] 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
----------------------------------------------------
(Exact name of small business issuer in its charter)
Nevada 98-0204480
- ------------------------------- -------------------
(State or other jurisdiction of (IRS Employer
Incorporation or organization) Identification No.)
Suite 106, 1460 Pandosy Street, Kelowna, British Columbia, Canada V1Y IP3
-------------------------------------------------------------------------
(Address of principal executive offices)
(250) 868-8445
---------------------------
(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
December 31, 1999:
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, LTD.
(A Development Stage Company)
INDEX
Page
----
Part I - Financial Information
Item 1. Financial Statements ................................... 3
Item 2. Plan of Operations ...................................... 8
Part II Other Information
Item 6. Exhibits and Reports on Form 8-K ........................ 13
Signatures............................................... 14
2
<PAGE>
ABOVE AVERAGE INVESTMENTS, LTD.
(A Development Stage Company)
Index to Financial Statements
PART I - FINANCIAL INOFRMATION
Item 1. Financial Statements*
Page
Condensed balance sheet, December 31, 1999 (unaudited)...................... 4
Condensed statements of operations for the three months ended December
31, 1999 and 1998, and from April 22, 1997 (inception) through
December 31, 1999 (unaudited) ....................................... 5
Condensed statements of cash flows for the three months ended December
31, 1999 and 1998, and from April 22, 1997 (inception) through
December 31, 1999 (unaudited) ....................................... 6
Notes to condensed financial statements..................................... 7
*The accompanying condensed financial statements are not covered by an
Independent Certified Public Accountant's report
3
<PAGE>
Part I. Item 1. Financial Information
ABOVE AVERAGE INVESTMENTS, LTD.
(A Development Stage Company)
CONDENSED BALANCE SHEET
(Unaudited)
December 31, 1999
ASSETS
TOTAL ASSETS ......................................................... $ --
======
LIABILITIES AND SHAREHOLDERS' (DEFICIT)
LIABILITIES
Accrued liabilities............................................. $ 3,914
-------
TOTAL LIABILITIES .................................................... 3,914
SHAREHOLDERS' (DEFICIT)
Common stock, $.0001 par value, 100,000,000 shares
authorized, 500,000 shares issued and outstanding
(See Note B)................................................. 50
Additional paid-in capital...................................... 4,824
Deficit accumulated during the development stage................ (8,788)
-------
TOTAL SHAREHOLDERS' (DEFICIT) ........................................ (3,914)
-------
$ --
=======
See accompanying notes to condensed financial statements
4
<PAGE>
ABOVE AVERAGE INVESTMENTS, LTD.
(A Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
April 21, 1997
Three Months Ended Six Months Ended (inception)
-------------------------- ------------------------- Through
December 31, December 31, December 31, December 31, December 31,
1999 1998 1999 1998 1999
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
COSTS AND EXPENSES
Legal fees .......................... $ 3,718 $ -- $ 4,386 $ -- $ 4,386
Accounting fees ..................... 483 -- 2,106 -- 2,106
Printing ............................ 936 -- 2,161 -- 2,161
Licenses and fees ................... -- -- 85 -- 85
Stock-based compensation for
organizational costs (Note B) ..... -- -- -- -- 50
--------- --------- --------- --------- ---------
LOSS FROM OPERATIONS ..... (5,137) -- (8,738) -- (8,788)
--------- --------- --------- --------- ---------
INCOME TAX BENEFIT (EXPENSE) (NOTE C)
Current tax benefit ................. 978 -- 1,663 -- 1,673
Deferred tax expense ................ (978) -- (1,663) -- (1,673)
------- ------- ------- ------- -------
NET LOSS ......... $ (5,137) $ -- $ (8,738) $ -- $ (8,788)
========= ========= ========= ========= =========
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
========= ========= ========= ========= =========
</TABLE>
- ----------
* Less than .01 per share
See accompanying notes to condensed financial statements
5
<PAGE>
ABOVE AVERAGE INVESTMENTS, LTD.
(A Development Stage Company)
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
April 21, 1997
Six Months Ended (inception)
--------------------- Through
December 31, December 31, December 31,
1999 1998 1999
------- ------- -------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net loss $(8,738) $ -- $(8,788)
Non-cash transactions:
Stock-based compensation for
organizational costs (Note B) -- -- 50
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities 3,914 -- 3,914
------- ------- -------
NET CASH (USED IN)
OPERATING ACTIVITIES $(4,824) $ -- $(4,824)
------- ------- -------
FINANCING ACTIVITIES
Third party expenses paid by affiliate on
behalf of the company, recorded as
additional-paid-in capital 4,824 -- 4,824
------- ------- -------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 4,824 -- 4,824
------- ------- -------
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
======= ======= =======
</TABLE>
See accompanying notes to condensed financial statements
6
<PAGE>
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 December 31,
1999 the Company incurred legal expense of $3,718, accounting expense of $483,
and printing expense of $936. For the six months ended December 31, 1999 the
Company incurred legal expense of $4,386, accounting expense of $2,106, printing
expense of $2,161, 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
<PAGE>
ABOVE AVERAGE INVESTMENTS, INC.
PLAN OF OPERATION
The Company intends 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 such 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 between the Company and such other
company as of the date of this registration statement.
Depending upon the nature of the relevant business opportunity and the
applicable state statutes governing the manner in which the transaction is
structured, the Company's Board of Directors expects that it will provide the
Company's shareholders with complete disclosure documentation concerning a
potential business opportunity and the structure of the proposed business
combination prior to consummation. Such disclosure is expected to be in the form
of a proxy or information statement.
While such disclosure may include audited financial statements of such a
target entity, there is no assurance 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, such as statements of assets and
liabilities, material contracts, accounts receivable statements, or other
indicia of the target entity's condition prior to consummating such a
transaction, with further assurances that an audited statement would be provided
within sixty days after closing. Closing documents will include representations
that the value of the assets conveyed to or otherwise so transferred will not
materially differ from the representations included in such closing documents,
or the transaction will be voidable.
Due to the Company's 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. The Company does not
anticipate that it will have to raise capital in the next twelve months. The
Company also does not expect to acquire any plant or significant equipment.
The Company has not, and does not intend to enter into, any arrangement,
agreement or understanding with non-management shareholders under which
non-management shareholders may directly or indirectly participate in or
influence the management of the Company. Management currently holds 60.8% of the
outstanding stock in the Company. As a result, management is in a position to
elect a majority of the directors and to control the Company's affairs.
The Company has no full time employees. Our 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 approximately 5 hours each 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.
The Company does not expect any significant changes in the number of employees.
See "Directors, Executive Officers, Promoters and Control Persons - Conflicts of
Interest".
Our officers and directors may become involved with other companies who
have a business purpose similar to that of the Company. As a result, 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 have no
preference as to which company will
8
<PAGE>
merge with 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 "Risk Factors -
Affiliation With Other "Blank Check" Companies" and "Management."
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 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 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.
We have, 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 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 initial 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-KSB's, 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 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 our officers and directors, or by our
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,
9
<PAGE>
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 "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.
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 our shareholders, in accomplishing
the business purposes of the Company. It is not anticipated that any outside
consultants or advisors, except for our legal counsel and accountants, will be
utilized by the Company to effectuate its business purposes. However, if we do
retain such an outside consultant or advisor, any cash fee earned by such party
will be paid by the prospective merger/acquisition candidate, as the Company has
no cash assets with which to pay such obligation. 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, but may
acquire a venture that is in its preliminary or development stage or is already
operating. 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. Furthermore, we do not
intend to seek capital to finance the operation of any acquired business
opportunity until such time as the Company has successfully consummated a merger
or acquisition.
It is anticipated that the Company will incur nominal expenses in the
implementation of its business plan. 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, 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 which management has to have these loans repaid
will be from a prospective merger or acquisition candidate. Management has no
agreements with the Company that would impede or prevent consummation of a
proposed transaction. There is no assurance, 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 the
dissolution of the Company.
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 the present management and shareholders of the Company will
no longer be in control of the Company. 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 the Company's shareholders. Furthermore, management
may negotiate or otherwise consent to the purchase of all or a portion its 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.
10
<PAGE>
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 transaction, we 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 a merger or acquisition is consummated, 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 20% or less
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 "due diligence" 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 significant dilutive effect on the percentage
of shares held by the Company's then shareholders.
We 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, 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 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 previously, we will not acquire or merge with any entity that
cannot provide independent audited financial statements within a reasonable
period of time after closing of the proposed transaction. The Company is subject
to the reporting requirements of 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
11
<PAGE>
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 we will incur
any negative impact as a result of this potential problem. However, it is
possible that this issue may have an impact on us after we successfully
consummate a merger or acquisition. Management intends to address this potential
problem with any prospective 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 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.
LEGAL PROCEEDINGS
There is no litigation pending or threatened by or against the Company.
12
<PAGE>
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
13
<PAGE>
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: February 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> OCT-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 3,914
<BONDS> 0
0
0
<COMMON> 50
<OTHER-SE> (3,964)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 5,137
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (5,137)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,137)
<EPS-BASIC> 0<F1>
<EPS-DILUTED> 0<F1>
<FN>
<F1>LESS THAN .01 PER SHARE
</FN>
</TABLE>
