<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB/A
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)
OR 12(g) OF THE SECURITIES ACT OF 1934
THE HATHAWAY CORP.
- --------------------------------------------------------------------------------
(Name of Small Business Issuer in its Charter)
Nevada 11-3499197
------------------------ ---------------------------------
(State of Incorporation) (IRS Employer Identification No.)
c/o Maureen Abato, Esq., 2732 East 21st Street, Brooklyn, NY 11235
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)
(718) 769-4021
- --------------------------------------------------------------------------------
(Issuer's Telephone Number)
Securities to be registered under Section 12(b) of the Act:
None
Securities to be registered under Section 12(g) of the Act:
Title of Each Class Name of Each Eschange on Which
to be so Registered Each Class is to be Registered
------------------- ---------------------------------
Shares of Common Stock, par value $.001 OTC Bulletin Board
- --------------------------------------- ----------------------------
1
<PAGE> 2
PART I
Item 1. Description of Business.
The Company was incorporated under the laws of the state of Nevada on
July 9, 1998 and was inactive until approximately June of 1999, when its current
business plan was developed.
The Company is engaged in the handyman business and expects to perform
services both indoor and outdoor, including the following:
- Interior and exterior house painting
- Minor roof repair, re-tarring, and re-shingling
- Furniture assembly and moving of furniture
- Carpentry
- Construction of dog houses
- Installation of hand rails, grab bars, railings
- Construction of shelves
- Expansion, reorganization of closets
- Home repairs
- Repairs to aluminum siding
- Hanging of paintings, plaques and mirrors
- Construction of bookcases
- Garage repair and cleaning
- Installation of shades, blinds and shutters
- Wall panelling
The above list is not all-inclusive; the Company will also consider other
jobs as needed.
The Company believes that as a handyman business it is not required to
obtain any govermental approvals or licenses. It does not intend to accept any
business which would require it to be licensed. The Company is also not bonded
and does not intend to take on any business which would require it to be bonded,
nor does it intend to purchase any liability insurance. The lack of governmental
authorization, insurance and bonding should be considered a risk factor. For any
raw materials which it is required to purchase, the Company intends to rely on
several key suppliers, including East Flatbush Lumber, Doody's home supplies,
and Sears store and Pergament store for tools.
During the months of October and November, the Company advertised its
services as "Hathaway Handymen" in ads placed in nine local Brooklyn newspapers.
The Company received numerous telephone calls in resonse to the advertisements
and earned approximately $310 in fees for services rendered during October. The
Company expects to run such ads again and will consider expanding its
advertising to include other newspapers, including those with larger
circulations, both in Brooklyn and perhaps in other boroughs of New York City.
The Company
2
<PAGE> 3
believes that while there are numerous competing handymen in these
areas, most are small and not fully advertised. The Company has allocated a
sizable portion of its current assets toward additional advertising.
The Company is filing this Form 10-SB voluntarily because it wishes to
qualify to have its securities traded on the Electronic Bulletin Board of the
NASD. North Coast Securities, Inc., an NASD-member broker-dealer, has expressed
a willingness to act as marketmaker in the Company's securities and to file an
application for this purpose with the NASD. As of the date of the Form 10-SB, no
such application had yet been filed.
The Company's president, Dzidedi Ofori, emigrated from Ghana and has
applied for a green card authorizing his permanent residence in the United
States. He has been informed by the Immigration and Naturalization Service that
his application for a green card has been approved and he should expect to
receive his green card by the end of May, 2000. In the meantime Mr. Ofori
intends to continue to renew his work visa periodically as necessary until such
time as his green card is received.
The Company believes there is a good potential market for its services.
Currently, there are many advertised home construction and renovation companies,
but their prices are often out of reach of many customers who need smaller jobs
performed. And most of the companies currently advertising handyman services, at
least in the Brooklyn area where the Company initially intends to concentrate
its efforts, are one-man operations without a great deal of experience. The
Company's officers have extensive experience in home construction and renovation
and in the types of handyman services it is currently offering to the public.
The Company has no formal day-to-day operations. Each of the two officers
is presently employed in the construction business, and all jobs received will
be scheduled for evenings and weekends, except that the Company's secretary,
Robert Capezzano, owns his own business and is thus free to choose to perform
some services for the Company during regular work hours. Each of the officers
has his own car for transportation to and from jobsites, and each has a
collection of tools, including tools recently purchased using a total of $1,000
from the proceeds of the Company's stock offering. The Company is using as its
home base the office of its counsel, Maureen Abato, Esq., who has agreed to
provide administrative services and certain office services for the Company
without compensation. These include the use of fax, telephone and copier and
office supplies, and acting as the Company's telephone receptionist for people
calling to order the Company's services.
The Company's secretary-treasurer, Robert Capezzano, owns a construction
and contracting business and intends to continue to operate such business
indefinitely. The Company does not believe there will be competition for jobs,
as the jobs which the Company intends to take on are those which are deemed too
small for Capezzano Construction. Should a conflict arise between whether
Capezzano Construction will accept an assignment or whether it will go to the
Company, the Company's management has decided that any work which requires a
license,
3
<PAGE> 4
bonding or liability insurance will be handled by Capezzano Construction. The
Company will only take on such jobs which do not require licensing or bonding.
Any jobs which are received from ads placed on behalf of the Company will be
directed to the Company, and not to Capezzano Construction. Only if a job proves
to be too complicated, or if it requires licensing or bonding, will the Company
consider referring the job instead to Capezzano Construction.
Advertisements listing the types of services which the Company can
provide at reasonable rates have recently appeared in the following newspapers:
- Bay News
- Flatbush Life
- Carroll Gardens Courier
- Brooklyn Graphics
- Park Slope Courier
- Brooklyn Heights Courier
- Canarsie Digest
- Bay Ridge Courier
- Kings Courier
As of the date of filing the Form 10 Amendment, approximately forty calls had
been received in response to the Company's advertisements, and during October
the Company earned approximately $310, which Mr. Ofori was allowed to keep as
additional salary. The Company anticipates placing the advertisement for at
least another six-week period.
The Company's current activities are limited to the placing of
advertisements; discussion among the officers as to pricing of services and
additional potential sources of marketing; and the purchase of tools for use in
connection with the Company's business. During October the Company completed
four jobs which were received in response to its advertisements, for a total
income of $310, which Mr. Ofori was allowed to keep as additional salary.
A major material risk associated with the Company's business is that its
advertising and marketing efforts will prove insufficient to generate business.
There is no guarantee that the Company will receive sufficient business or
achieve sufficient revenues to fulfill its business plan and build a business.
The Company can be said to have commenced operations, since it has placed
advertisements for its services and earned $310 during October for its services.
The Company may find it necessary to raise additional funds if its
revenues are inadequate to meet the expenses of being a reporting company. No
sources of funding have yet been identified. Management is contemplating
conducting a second offering of securities pursuant to an SB-2 registration
statement. It is highly likely that the Company will need additional funding
within the next year, due to the accounting and filing expenses associated with
its filing
4
<PAGE> 5
obligations as a public company. There is no guarantee that the Company's
present shareholders will be willing to invest additional funds or that the
Company would be able to locate an underwriter willing to underwrite a
securities offering, or that such an offering would be successful if commenced.
In the event the Company is unable to conduct its proposed business, and
should it be unable to raise additional funding, it is likely that it would
become what is known as a "shell" company, or a company which has failed at its
proposed business plan but continues to exist as a public entity. The Company
has no plans to liquidate if it fails to receive sufficient funding or otherwise
fails at its proposed business. Instead, the Company would in all probability
seek to merge with or acquire another presently unidentified business, and the
Company's officers believe that in such event, they would give substantially
higher consideration and priority to companies which have already commenced
operations. No assurance can be given that the Company would be able to locate
and identify a suitable candidate for such merger or acquisition transaction.
During the next twelve months, the Company intends to continue to keep
its overhead low but will incur expenses simply by virtue of being a public
company, including legal and accounting fees for the preparation and filing of
periodic reports, and the costs of filing such reports via EDGAR with the SEC.
Such fees can be estimated at approximately five thousand dollars ($5,000)
during the next year. The Company's cash currently on hand may be sufficient but
if not, and if insufficient business is achieved through its advertisements, a
second offering of securities might be necessary, with all of the attendant
risks. Among the risks are the fact that the issuance of a sizable number of
additional shares of the Company's common stock would make the Company a less
attractive entity for merger or acquisition, in the event it should eventually
fail at its business plan and become a "shell" company.
Item 2. Management's Discussion and Analysis or Plan of Operation.
During the next twelve months the Company has no plans to purchase
additional equipment or make any changes in the number of its employees.
The Company has utilized a portion of the net proceeds from its offering
of securities toward the purchase of tools to be utilized by the officers in the
performance of their duties on behalf of the Company. A small portion of the net
proceeds from the securities offering were utilized for advertising, and
additional amounts have been allocated toward additional advertising. The
Company's officers also have other marketing ideas, including the placement of
its business cards in display cases with local merchants such as the Seaport
Diner and other restaurants, cafes, diners, and other establishments in
Brooklyn. Another idea which management is currently considering is the printing
of flyers and their distribution in certain neighborhoods of Brooklyn. The costs
of the flyer printing project are currently being investigated and would be
expected to include printing costs, xeroxing costs, and perhaps the cost of
hiring individuals, or a professional distribution company, to distribute the
flyers. Leaflets may also be printed and left with merchants
5
<PAGE> 6
and on automobiles in targeted neighborhoods. Additional advertising is expected
to be placed in The Brooklyn Skyline, and other newspapers currently being
considered are The New York Post, The Daily News and The Tablet (a religious
weekly newspaper produced by the Catholic Diocese).
To the extent that insufficient revenues are generated to fund the
Company's continuing expenses as a public company, Management believes that it
may be necessary to conduct a second offering of securities to supplement
existing funds. Investors should note that conducting an initial public offering
for a company without financial background or operating history would make the
offering very difficult to conduct, and might require investors to invest funds
in an untried company without an operating history. There is no guarantee that a
public offering under those circumstances would be successful.
The Company intends to continue to voluntarily file periodic reports in
the event its obligation to do so is suspended under the Exchange Act. However,
the Company will only be able to continue to file such reports to the extent it
has sufficient funds to pay the associated costs including legal, accounting and
printing/filing expenses. Should the occasion arise where the Company were to
find itself with inadequate financial resources to continue to meet its filing
obligations under the Exchange Act, it would either become a "shell" company
seeking to merge with or acquire another company, or it would deregister its
securities in accordance with the Exchange Act.
The Company presently has no formal day-to-day operations. The Company's
officers spend a small amount of time in conferring about potential marketing
methods and about the purchase of tools and potential pricing for services. The
amount of time currently being spent by each officer is less than five percent
(5%). During October the Company also performed four handyman jobs, earning $310
which its president, Mr. Ofori, was permitted to keep as additional
compensation. Mr. Ofori has expressed willingness to perform work for the
Company on evenings and weekends, and Mr. Capezzano (the Company's
secretary-treasurer) is willing to perform work for the Company on weekends. It
can be expected that at no time will the officers devote more than approximately
fifteen to twenty percent of their time to the Company's affairs.
The Company's officers do not know of any particular consultants or
advisers who might be retained by the Company. In the event it becomes necessary
or advisable to retain the services of additional workers, the officers will
consider whether the proposed candidate has sufficient experience in the
particular area of performance. The Company is not presently contemplating the
retention of any consultants or additional workers.
The Company is not a party to any preliminary agreement or understanding
with regard to the hiring of any consultants, and the Company will not pay any
consulting fees to its officers or to principal shareholders. In the event the
Company becomes a "shell" company and seeks to locate and identify potential
merger or acquisition candidates, no consulting fees will be paid either to the
officers or to principal shareholders, and no finders' fees will be paid to any
of such
6
<PAGE> 7
persons in connection with the identification of potential candidates for
business recombination.
At the present time the Company is not a party to any preliminary
agreement or understanding with respect to any loan agreement involving its
officers, directors or affiliates or any lending institutions. The Company does
not intend to make any loans to any affiliated person, and the officers are
unaware of any circumstances which could operate to change this position against
the making of loans.
The Company is not a party to any plan, proposal, arrangement or
understanding with respect to the sale or issuance of additional securities in
the near future. Further, none of the company's officers, directors, promoters,
their affiliates or associates have had any preliminary contact or discussion
with any representatives of the owners of any business or company regarding the
possibility of acquisition or merger transactions, and there are no present
plans, proposals, arrangements or understandings in such regard with any such
representatives.
In the event the Company should become a "shell" company, interested in
consummating a merger or acquisition transaction with another entity, the
Company will endeavor to obtain complete disclosure documentation, including
audited financial statements, concerning a target company and its business, and
to provide the Company's shareholders with such disclosure on a voluntary basis.
However, should the Company find itself in a position where it is contemplating
a merger or acquisition with a particular business which, in the opinion of the
Company's management, is a viable candidate with significant business prospects,
the inability of the target company to produce audited financial statements
prior to the consummation of a merger or acquisition will not, in and of itself,
serve to prevent the transaction, provided that the target company undertakes,
in the definitive merger or acquisition contract, to obtain audited financial
statements in the near future following the transaction, and to make all
necessary periodic SEC filings. The Company does not intend to consider, for
merger or acquisition candidates, any company which does not have an operating
history.
The Company has no intention of borrowing funds and using the proceeds
therefrom to make payments to the Company's promoters, management or their
affiliates or associates. The only exception might be the payment of legal fees
to the Company's counsel, who is also a principal shareholder, for legal
services in connection with a second offering of securities and/or the
preparation and filing of periodic reports on the Company's behalf. The
Company's counsel has agreed not to charge the Company any legal fees for the
preparation of quarterly reports for a period of nine moths after the Form 10
becomes effective; however, accounting costs and filing fees will still be
incurred.
The Company is not a party to any arrangement, agreement or understanding
between non-management shareholders and management, under which non-management
shareholders may directly or indirectly participate in or influence the
management of the Company's affairs. The Company's affairs are management by,
and will continue to be managed by, its board of directors, acting as a body and
without the influence of other parties. All shareholders are free to exercise
7
<PAGE> 8
their vote either for or against the current members of the Board of Directors,
and it is therefore impossible to say whether or not non-management shareholders
will continue to elect the current directors to the Company's board.
In the event the Company should fail at its proposed business, as
discussed elsewhere herein, it is likely that it would then become a "shell"
company hoping to merge with or acquire another business. The present officers
and directors have agreed that the policy of the Company with regard to
potential candidates for merger or acquisition is that merger or acquisition
will not be considered if any of the Company's promoters, managment or their
affiliates or associates has a direct or indirect ownership interest in the
target candidate. Management believes this is the best policy, as it eliminates
potential conflicts of interest, non-arm's length transactions, and the question
of pecuniary benefit in the form of a windfall to related parties. Management is
presently unaware of any circumstances under which this policy, through their
own initiative, might be changed.
The Company believes it has sufficient cash on hand to meet its minimum
obligations only for a period of approximately ten months. Unless sufficient
revenues are received during that time, it will in all likelihood have to raise
additional funds. The only source of potential funding which has yet been
contemplated by management is the possibility of conducting a second securities
offering, either to the public or targeted to the present shareholders. There is
no guarantee that the existing shareholders would be willing to invest further
funds in the Company's business, or that other shareholders could be persuaded
to invest their money in the Company, particularly given its lack of activity
and failure to generate significant revenues to date. Therefore, it must be said
the Company's prospects for raising additional funds are not strong, and that
there is a substantial risk that the Company may be unable to generate
additional funds and could become a "shell" company.
Item 3. Description of Property.
The Company owns no properties and is utilizing space in the office of
its counsel, who is also a principal shareholder, located at 2732 East 21st
Street, Brooklyn, NY 11235, consisting mainly of a mailing address, phone
service, and fax and copier services, at no charge, and this arrangement is
intended to continue for the foreseeable future or until the Company has
sufficient funds to lease its own space.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth certain information with respect to the
beneficial ownership of the Company's common stock owned by (i) each person
known to own beneficially more than 5% of the outstanding shares; (ii) each
director of the Company, and (iii) all directors and executive officers of the
Company, as a group. The numbers shown are accurate as of the date of the Form
10-SB:
8
<PAGE> 9
<TABLE>
<CAPTION>
Name and address Number of Percentage Ownership
of Beneficial Owner Shares Owned --------------------
- ------------------- ------------
<S> <C> <C>
Dzidedi Ofori
590 Flatbush Avenue #4H
Brooklyn, NY 11225 435,000 43%
Robert Capezzano
6911 Avenue Y
Brooklyn, NY 11234 415,000 41%
Maureen Abato
2732 East 21st Street
Brooklyn, NY 11235 150,000 15%
All officers and directors
as a group (two persons) 850,000 84%
</TABLE>
Item 5. Executive Officers, Promoters and Control Persons.
All current officers and directors assumed their offices on the date of
incorporation, even though the Company was inactive until recently.
All directors of the Company hold office until the next annual meeting of
the shareholders or until their successors are elected and have qualified.
Officers hold office until their successors are appointed, subject to the
earlier removal by the Board of Directors, or resignation. Directors are not
compensated for acting in such capacity nor for attending meetings of the Board
of Directors.
<TABLE>
<CAPTION>
Directors and Executive Officers Age Positions Held
- -------------------------------- --- --------------
<S> <C> <C>
Dzidedi Ofori
590 Flatbush Avenue #4H
Brooklyn, NY 11225 38 President, director
Robert Capezzano
6911 Avenue Y
Brooklyn, NY 11234 52 Secretary, treasurer, director
</TABLE>
DZIDEDI OFORI, the Company's president and a director, emigrated from
Ghana, Africa in 1998, originally on a one-year work visa which has been renewed
for a second year. Mr. Ofori has applied for a green card and was advised by the
Immigration and Naturalization Service that
9
<PAGE> 10
such application was approved and that his green card is on its way to him,
although it has not yet been received. Mr. Ofori attended the National Training
Institute in Ghana, where he completed Grade One and Grade Two levels,
equivalent to a college degree. In Accra, Ghana, Mr. Ofori worked for UNA
Agencies, an interior design firm, from September 1989 through February 1998,
where he was responsible for estimating the size and scope of contracts and for
supervising a crew of eight in the implementation of contracts. Since September,
1998, Mr. Ofori has been in the employ of Gallo Construction with main offices
located in Lyncroft, New Jersey. He works as a carpenter and has also, in the
past, offered his services on the weekends as a self-employed handyman.
ROBERT CAPEZZANO, the Company's secretary-treasurer and a director, has
owned Capezzano Construction Corp., located in Brooklyn, New York, since 1978.
Capezzano Construction is a licensed contracting comany and since its inception
has specialized in home renovation and remodelling, construction, demolition,
aluminum siding, roof repair and retarring, and related areas. Mr. Capezzano
graduated from Grady High School and was privately schooled with the Long Island
RailRoad. Mr. Capezzano supervises crews of varying sizes and has complete
responsibility for managing his twenty-year old business.
MAUREEN ABATO, the Company's counsel, is not an officer or director but
may be considered a promoter of the Company because of her efforts on the
Company's behalf and her ownership of 150,000 shares of the Company's common
stock. Ms. Abato graduated from New York University in 1980 and from Brooklyn
Law School in 1984, and has been in private practice as a corporate and
securities attorney in New York since 1985. She was also an owner of
Metropolitan Stock Transfer Company, an SEC-registered transfer agency which
ceased operations in 1990. During 1996-1997 she was also an associate at Singer,
Zamansky, a securities law firm located in Manhattan. During 1989 she was a
director of and counsel Medizone International, Inc., a public company engaged
in research and development of medical uses of ozone. From 1991 to 1992 she was
an officer, director and principal shareholder of (and counsel to) Avalon
Enterprises, Inc., a "blank check" company which was later acquired by a private
Oklahoma company and changed its name to Avalon Community Services. From 1991 to
March, 1999, she was an officer, director and principal shareholder of (and
counsel to) Bishop Equities, Inc., a "blank check" company which during March,
1999, participated in an acquisition of two private companies, Aethlon, Inc. and
Hemex, Inc. From 1993 to 1997 she was an officer, director and principal
shareholder of (and counsel to) Coronado Communications Corp., a public company
which was later acquired by Nesko, Inc., and of Davenport Ventures, Inc. (now
Royal Financial Corp.). During 1997 she was an officer and director (and
principal shareholder) of The Enterprise, Inc. (now Ehealth.com), a public
company. At the present time she is not an officer or director of any other
companies, but it is her intention to become involved as an officer and
director, and principal shareholder, of other companies and there is no
restriction against her doing so. Conflicts of interest could arise, however,
due to her fiduciary responsibility to the Company (as counsel and a promoter)
and involvement with other businesses. Currently she is a principal shareholder
of, and counsel to, Gold & Green, Inc. and Navarone, Inc., both of which
companies conducted stock offerings pursuant to Rule 504 and both of which
subsequently filed
10
<PAGE> 11
Form 10-SB's which became effective during the month of July, 1999.
Item 6. Executive Compensation.
On the date of incorporation, Ms. Abato, who can be considered one of the
Company's promoters, was issued 1,000,000 shares of the Company's stock for her
expenses on behalf of the Company during its incorporation. Because the Company
would be unable to compensate its officers adequately from the funds raised in
its eventual securities offering, on the date of incorporation Ms. Abato
transferred to the two officers 85% of the 1,000,000 shares of stock then
outstanding, to assure their participation in the Company's activities.
Initial costs are being kept low by not having any rull-time employees.
At least initially, the Company believes it will handle all handyman jobs
through its own two officers, each of whom has been paid a one-time fee in the
amount of $1,000. Future compensation will depend upon revenues, if any. Each of
the officers was also paid $500 for the purchase of tools to be utilized in
connection with the Company's business.
The Company's two officers were each paid a one-time fee in the amount of
$1,000, for services rendered and to be rendered on the Company's behalf.
Additional amounts may be paid to the officers, depending upon revenues and
subject to approval of the Board of Directors. An additional $500 was paid to
each officer for the purchase of tools to be utilized in connection with
services to be rendered to the public by the Company. The Company has no
employment agreements with its officers and does not presently anticipate
executing any such agreements. The officers devote only a small portion of their
time to the Company's business and no limitations have been placed on the
ability of the officers to engage in other business activities. This could give
rise to potential conflicts of interest.
Item 7. Certain Relationships and Related Transactions.
As of July 9, 1998, the Company issued 1,000,000 shares to Maureen Abato
(counsel to the Company) for consideration of $1,000 paid in incorporation
expenses. Subsequently, also as of July 9, 1998, Ms. Abato transferred 435,000
of her shares to Dzidedi Ofori, the Company's president, and 415,000 of her
shares to Robert Capezzano, the Company's secretary-treasurer. No other shares
or other securities have been issued to any of these three individuals and none
are expected to be issued.
Maureen Abato, the Company's counsel, was paid $500 as a legal fee and
was reimbursed for certain expenses related to the offering of the Company's
securities and other corporate matters.
The Company utilizes office space at no charge in the office of its
counsel, who is also a principal shareholder, at the address provided elsewhere
herein, and also utilizes office resources there, without charge. This
arrangement is expected to continue for a reasonably foreseeable
11
<PAGE> 12
period of time, or until such time as the Company is financially able to open
its own office.
During July, 1999, the Company conducted an offering of its shares of
common stock, pursuant to Regulation D, Rule 504 of the Securities Act of 1933,
as amended, and in reliance upon the exemption from registration provided in
Regulation D and Rule 504. A total of $15,000 in gross proceeds was raised
through the sale of 15,000 shares of common stock, all of which were sold to
individual shareholders.
Item 8. Description of Securities.
The Company is authorized to issue 25,000,000 shares of common stock,
$.001 par value per share, of which 1,015,000 shares were issued and outstanding
as of the date of the Form 10-SB. No other securities have been issued.
Shareholders are entitled to one vote for each share held of record on each
matter submitted to a vote of shareholders. There is no cumulative voting with
respect to the election of directors, with the result that the holders of more
than 50% of the shares voted in the election of directors can elect all of the
directors and thus effectively control the Company. Shareholders are entitled to
receive ratably such dividends as may be declared by the Board of Directors out
of funds legally available therefor, and, in the event of liquidation,
dissolution or winding up of the Company's affairs, are entitled to share
ratably in all assets remaining after payment of liabilities. Shareholders have
no preemptive rights and have no rights to convert their shares into any other
securities. All of the outstanding shares were issued as fully-paid and
nonassessable.
Pursuant to the corporate statutes of the State of Nevada, certain
corporate actions may be taken without a vote of or notice to the shareholders.
Such actions would include participating in a merger or acquisition transaction
with another corporate entity, which would not require a vote of the
shareholders.
A total of 1,000,000 of the shares currently issued and outstanding will
be eligible for sale pursuant to, and in compliance with, Rule 144 of the
Securities Act of 1933, as amended, beginning in July, 1999. Rule 144 provides,
in pertinent part, that a certain limited number of the Company's shares may be
sold without registration, in unsolicited brokerage transactions, in reliance
upon Rule 144 during any three-month period, provided that a holding period of
at least one year has been satisfied. Rule 144 requires that an issuer of
securities make available adequate current public information. This requirement
could be deemed met if the issuer satisfies the reporting requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934 and of Rule 15(c)2-11
thereunder. After satisfaction of a two-year holding period, non-affiliates of
the Company may sell restricted securities without regard to the quantity
limitations and regardless of whether or not adequate public information is
available. In the event that a trading market should develop for the Company's
securities, as to which no assurance can be given, sales of restricted shares
may have a depressive effect upon the price of shares and may adversely affect
the Company's ability to raise investment capital in the future.
12
<PAGE> 13
As disclosed elsewhere herein, in July, 1999, the Company conducted an
offering of its shares of common stock to the public pursuant to an exemption
from registration provided by Rule 504, Regulation D of the Securities Act of
1933, as amended.
PART II
Item 1. Market Price of and Dividends on the Registrant's Common Equity and
Other Shareholder Matters.
No public market has yet been established for the Company's shares. No
dividends have been paid to date and none are expected to be paid in the
foreseeable future. The investors who purchased shares in the Company's
Regulation, Rule 504 offering were not accredited investors.
There are at present no plans, proposals, arrangements or understandings
with any person with regard to the development of a trading market in the
Company's securities, except that North Coast Securities, Inc., an NASD-member
broker-dealer firm located in San Francisco, California, has expressed
willingness to file an application to initiate trading on the Electronic
Bulletin Board. No application has yet been filed.
As of the date of the filing of the Form 10-SB, the Company has 19
shareholders of record. To conserve funds, and because there has been no
transfer activity, the Company is currently acting as its own transfer agent and
registrar.
The existence of Rule 15(c)2-6 (the "Rule") should be noted. Promulgated
under the Exchange Act, the Rule sets forth sales practice requirements for
certain securities. The Rule imposes certain additional requirements on sales
practices utilized by broker-dealers which may sell the Company's securities to
persons other than established customers and "accredited investors." For
transactions covered by the Rule, the special 'suitability determinations' for
the proposed purchaser must be made by the broker, and a written agreement to
the transaction must be furnished by the purchaser to the broker prior to the
sale. In the event that a trading market should develop for the Company's
shares, the Rule may have the effect of hampering the ability of shareholders to
re-sell their shares.
In addition, the Securities and Exchange Commission (the "Commission")
has adopted rules that regulate broker-dealer practices in connection with
transactions in "penny stocks." Broker-dealers are required, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document prepared by the Commission that provides
information about penny stocks and the nature and level of risks in the penny
stock market. The broker-dealer must also provide the customer with current bid
and offer quotations for the penny stock, the compensation of the broker-dealer
and its salesperson in the transaction, and monthly account statements showing
the market value of each penny stock held in the customer's account. The bid and
offer quotations, and the broker-dealer and salesperson
13
<PAGE> 14
compensation information, must be given to the customer orally or in writing
prior to effecting the transaction, and must be given to the customer in writing
before or with the customer's confirmation. Such disclosure requirements may
have the effect of reducing the level of trading activity in the market for the
Company's shares, in the event they are subject to the penny stock rules and in
the event that a trading market should develop in the Company's shares (as to
which no assurance can be given). Shareholders could therefore find it difficult
to re-sell their shares.
Item 2. Legal Proceedings.
As of the date of the Form 10-SB, no legal proceedings are pending by or
against the Company, nor, to Management's knowledge, have any legal proceedings
been threatened.
Item 3. Changes in and Disagreements With Accountants.
None.
Item 4. Recent Sales of Unregistered Securities.
A total of 1,000,000 shares were issued on July 9, 1998, for
consideration of $1,000 in incorporation expenses actually paid by the Company's
counsel, Maureen Abato, who retained 150,000 of such shares and transferred
435,000 shares to Dzidedi Ofori, the Company's president, and 415,000 shares to
Robert Capezzano, the Company's secretary-treasurer. These 1,000,000 shares were
issued pursuant to Section 4(2) of the Securities Act of 1933, as amended.
In July, 1999, the Company conducted an offering of its securities
pursuant to and in reliance upon the exemption from registration provided by
Rule 504, Regulation D of the Securities Act of 1933, as amended. A total of
15,000 shares were sold, at a price of $1.00 per share, to a total of sixteen
(16) investors, pursuant to an Offering Statement distributed to all potential
investors prior to purchase. Such investors were not accredited investors. The
Company conducted no advertising of its offering and there was no general
solicitation of purchasers. The facts relied upon to make the exemption
available included that the Company made adequate disclosure to the investors
prior to sale in compliance with Rule 504; that both the manner of sale and the
amount raised were within the limitations set forth in Rule 504; and that
management made a determination, based upon a review of information contained in
investor representation letters executed by all purchasers, that each investor
was capable of understanding and evaluating the risks associated with a purchase
of the Company's shares, and of making a reasonable determination to purchase
the shares. All 15,000 shares were sold for cash consideration of $1.00 per
share, and a total of $15,000 in cash proceeds was received by the Company. Of
the 15,000 shares sold, 9,950 shares were sold to a total of nine investors in
New York State; a total of 800 shares were sold to five investors in New Jersey;
250 shares were sold to one investor in Delaware, and 4,000 shares were sold to
one investor in Florida.
14
<PAGE> 15
Item 5. Indemnification of Directors and Officers.
The Company's Articles of Incorporation provide that no director or
officer of the Company shall be personally liable to the Company or to any of
its stockholders for damages for breach of fiduciary duty as a director or
officer involving any act or omission of such officer or director, except for
acts or omissions involving intentional misconduct, fraud or a knowing violation
of law, or the payment of dividends in violation of Section 78.300 of the Nevada
Revised Statutes. The Company's Bylaws provide that the Company shall indemnify
its directors and officers, including former directors and officers, against
expenses actually and necessarily incurred by them in connection with the
defense of any action, suit or proceeding in which the directors or officers are
made parties, by reason of being or having been such directors or officers,
except in relation to matters as to which the director or officer shall be
adjudged in such action, suit or proceeding to be liable for negligence or
misconduct in the performance of duty.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and controlling
persons of the Company, in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than payment by the Company of expenses incurred or paid by a director,
officer or controlling person in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Securities Act, and will be governed by the final adjudication
of such issue.
PART F/S
Filed herewith are the registrant's audited financial statements for the
year ending December 31, 1998, and for June 30, 1999 and July 31, 1999.
PART III
Item 1. Index to Exhibits.
No. 2: Charter and Bylaws - previously filed.
No. 27.1 Financial Data Schedules - filed herewith.
Item 2. Description of Exhibits.
The Company's charter and bylaws have been previously filed; Financial
Data Schedules are filed with this Amendment.
15
<PAGE> 16
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the Registrant has caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, on the date indicated below.
The Hathaway Corp.
----------------------------
Date: January 17, 2000 By: /s/ Dzidedi Ofori
------------------------ -------------------------
Dzidedi Ofori, President
16
<PAGE> 17
THE HATHAWAY CORP.
AUDITED FINANCIAL STATEMENTS
JULY 31 AND JUNE 30, 1999
AND DECEMBER 31, 1998
<PAGE> 18
AUDITED FINANCIAL STATEMENTS
THE HATHAWAY CORP.
JULY 31 AND JUNE 30, 1999 AND DECEMBER 31, 1998
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
INDEPENDENT AUDITORS' REPORT ............................................. 1
FINANCIAL STATEMENTS
Balance Sheet .......................................................... 2
Income Statement ....................................................... 3
Statement of Deficit Accumulated During the Development Stage .......... 4
Statement of Cash Flows ................................................ 5
Notes to Financial Statements .......................................... 6-8
</TABLE>
<PAGE> 19
[ARNOLD BERMAN & COMPANY, LLP LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
August 26, 1999
To the Shareholders
The Hathaway Corp.
c/o Maureen Abato, Esq.
2732 East 21st Street
Brooklyn, New York 11235
We have audited the accompanying balance sheet of The Hathaway Corp. as of July
31, 1999, June 30, 1999 and December 31, 1998 and the related statements of
income, deficit accumulated during the development stage and cash flows for the
periods July 9, 1998 (inception) to July 31, 1999, July 1 to July 31, 1999,
January 1 to June 30, 1999 and July 9 (inception) to December 31, 1998. These
financial statements are the responsibility of the Corporation's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of The Hathaway Corp. as of July
31, 1999, June 30, 1999 and December 31, 1998, and the results of its operations
and its cash flows for the periods then ended in conformity with generally
accepted accounting principles.
/s/ ARNOLD BERMAN & COMPANY, LLP
ARNOLD BERMAN & COMPANY, LLP
Certified Public Accountants
Hawthorne, New York
<PAGE> 20
THE HATHAWAY CORP.
A DEVELOPMENT STAGE ENTERPRISE
BALANCE SHEET
<TABLE>
<CAPTION>
ASSETS
------
July 31, June 30, December 31,
1999 1999 1998
---------- ---------- ----------
<S> <C> <C> <C>
CURRENT ASSETS
Cash $ 7,980 $ -0- $ -0-
---------- ---------- ----------
OTHER ASSETS
Deferred Organizational Costs (Net of accumulated
amortization of $0) 1,000 1,000 1,000
---------- ---------- ----------
TOTAL ASSETS $ 8,980 $ 1,000 $ 1,000
========== ========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
LIABILITIES
- -----------
Loan Payable $ -0- $ 1,200 $ -0-
---------- ---------- ----------
SHAREHOLDERS' EQUITY
- --------------------
Capital Stock, par value $0.001, 25,000,000 shares
authorized, 1,015,000 outstanding at July 31, 1999
and 1,000,000 at June 30, 1999 and December 31, 1998 1,015 1,000 1,000
Additional Paid-in Capital 13,320 -0- -0-
Deficit Accumulated During the Development Stage (5,355) (1,200) -0-
---------- ---------- ----------
TOTAL SHAREHOLDERS' EQUITY 8,980 (200) 1,000
---------- ---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 8,980 $ 1,000 $ 1,000
========== ========== ==========
</TABLE>
SEE INDEPENDENT AUDITORS' REPORT
AND ACCOMPANYING NOTES TO
FINANCIAL STATEMENTS
-2-
<PAGE> 21
THE HATHAWAY CORP.
A DEVELOPMENT STAGE ENTERPRISE
INCOME STATEMENT
FOR THE PERIODS
<TABLE>
<CAPTION>
July 9, 1998 July 1 January 1 July 9
(Inception) to to to (Inception) to
July 31, July 31, June 30, December 31,
1999 1999 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
REVENUES $ -0- $ -0- $ -0- $ -0-
- -------- ---------- ---------- ---------- ----------
EXPENSES
- --------
Professional Fees 2,000 2,000 -0- -0-
Directors' Fees 2,000 1,000 1,000 -0-
Tools and Supplies 1,000 1,000 -0- -0-
Meeting Expense 155 155 -0- -0-
Filing Fees 200 -0- 200 -0-
---------- ---------- ---------- ----------
TOTAL EXPENSES: 5,355 4,155 1,200 -0-
---------- ---------- ---------- ----------
LOSS INCURRED DURING THE
DEVELOPMENT STAGE $ (5,355) $ (4,155) $ (1,200) $ -0-
========== ========== ========== ==========
PER SHARE INFORMATION
---------------------
LOSS INCURRED DURING THE
DEVELOPMENT STAGE (0.01) (0.00) (0.00) (0.00)
</TABLE>
SEE INDEPENDENT AUDITORS' REPORT
AND ACCOMPANYING NOTES TO
FINANCIAL STATEMENTS
-3-
<PAGE> 22
THE HATHAWAY CORP.
A DEVELOPMENT STAGE ENTERPRISE
STATEMENT OF DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE
FOR THE PERIOD JULY 9, 1998 TO JULY 31, 1999
<TABLE>
<CAPTION>
DEFICIT
ACCUMULATED
ADDITIONAL DURING THE
COMMON PAID-IN DEVELOPMENT
TOTAL STOCK CAPITAL STAGE
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Issuance of Common Stock at
Inception - July 9, 1998 $ 1,000 $ 1,000 $ -0- $ -0-
Loss Incurred During the
Development Stage -0- -0- -0- -0-
---------- ---------- ---------- ----------
Balance - December 31, 1998 1,000 1,000 -0- -0-
Deficit Accumulated During the
Development Stage (1,200) -0- -0- (1,200)
---------- ---------- ---------- ----------
Balance - June 30, 1999 (200) 1,000 -0- (1,200)
Initial Offering (Net) 13,335 15 13,320 -0-
Capital Contribution -0- -0- -0- -0-
Loss Incurred During the
Development Stage (4,155) -0- -0- (4,155)
---------- ---------- ---------- ----------
Balance - July 31, 1999 $ 8,980 $ 1,015 $ 13,320 $ (5,355)
========== ========== ========== ==========
</TABLE>
SEE INDEPENDENT AUDITORS' REPORT
AND ACCOMPANYING NOTES TO
FINANCIAL STATEMENTS
-4-
<PAGE> 23
THE HATHAWAY CORP.
A DEVELOPMENT STAGE ENTERPRISE
STATEMENTS OF CASH FLOWS
FOR THE PERIODS ENDED
<TABLE>
<CAPTION>
July 9, 1998 June 30 January 1 July 9
(Inception) to to to (Inception) to
July 31, July 31, June 30, December 31,
1999 1999 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES
Loss Incurred During the
Development Stage $ (5,355) $ (4,155) $ (1,200) $ -0-
Noncash Items Included in the Loss
During the Development Stage:
Expenses Paid on Behalf of the
Corporation 1,200 -0- 1,200 -0-
---------- ---------- ---------- ----------
NET CASH USED IN OPERATING
ACTIVITIES (4,155) (4,155) -0- -0-
---------- ---------- ---------- ----------
FINANCING ACTIVITIES
Repayment of Loan (1,200) (1,200) -0- -0-
Issuance of Common Stock 13,335 13,335 -0- -0-
---------- ---------- ---------- ----------
NET CASH PROVIDED BY FINANCING
ACTIVITIES 12,135 12,135 -0- -0-
---------- ---------- ---------- ----------
INCREASE IN CASH 7,980 7,980 -0- -0-
CASH - BEGINNING OF PERIOD -0- -0- -0- -0-
---------- ---------- ---------- ----------
CASH - END OF PERIOD $ 7,980 $ 7,980 $ -0- $ -0-
========== ========== ========== ==========
SUPPLEMENTAL SCHEDULE OF NONCASH
FINANCING ACTIVITIES
Incorporation Expenses Paid by
Shareholders in Exchange For
1,000,000 Shares of Common Stock $ 1,000 $ -0- $ -0- $ 1,000
</TABLE>
SEE INDEPENDENT AUDITORS' REPORT
AND ACCOMPANYING NOTES TO
FINANCIAL STATEMENTS
-5-
<PAGE> 24
THE HATHAWAY CORP.
A DEVELOPMENT STAGE ENTERPRISE
NOTES TO FINANCIAL STATEMENTS
JULY 31 AND JUNE 30, 1999 AND DECEMBER 31, 1998
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of The Hathaway Corp. (the
Corporation) is presented to assist in understanding the Corporation's financial
statements. The financial statements and notes are representations of the
Corporation's management, which is responsible for their integrity and
objectivity. These accounting policies conform to generally accepted accounting
principles and have been consistently applied in the preparation of the
financial statements.
Nature of Activities
The Corporation was organized under the laws of the State of Nevada on July 9,
1998. It intends to develop and operate a handyman business. The services will
include home repair, light construction, carpentry, furniture moving, picture
and mirror hanging, yard work, and other related services.
The Corporation maintains, rent free, a mailing address at the office of its
attorney at 2732 East 21st Street, Brooklyn, New York 11235.
Development Stage Enterprise
The Corporation is devoting substantially all of its efforts to establish a new
business and planned principal operations have not commenced.
Basis of Accounting
The financial statements of the Corporation have been prepared on the accrual
basis.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles includes the use of estimates that affect the financial
statements. Accordingly, actual results could differ from those estimates.
Income Taxes
Due to the losses accumulated during the development stage, the Corporation has
not provided for Federal income taxes.
-6-
<PAGE> 25
THE HATHAWAY CORP.
A DEVELOPMENT STAGE ENTERPRISE
NOTES TO FINANCIAL STATEMENTS
JULY 31 AND JUNE 30, 1999 AND DECEMBER 31, 1998
NOTE 2 - CASH
The Corporation's attorney currently holds monies belonging to the Corporation
in a non-interest bearing and noninsured account.
NOTE 3 - ORGANIZATIONAL COSTS
Initial costs incurred in the establishment of the Corporation have been
deferred and will be amortized over five years once operations commence.
Pursuant to Financial Accounting Standards Board's Statement of Position 98-5,
subsequent organization costs have been expensed as incurred.
NOTE 4 - COMMON STOCK
On July 9, 1998, the Corporation issued 1,000,000 shares of common stock. In
July, 1999, the Corporation issued an additional 15,000 shares of common stock
at $1 per share. Offering costs in the approximate amount of $1,665 have been
charged to Additional Paid-in Capital.
NOTE 5 - RELATED PARTIES
The principal shareholders are officers of the Corporation who also provide
legal and managerial services to the Corporation.
As anticipated in the offering plan the following fees have been paid to
principal shareholders of the Corporation:
<TABLE>
<CAPTION>
July 9, 1998 July1 January 1 July 9
(Inception) to To To (Inception) to
July 31, July 31, June 30, December 31,
1999 1999 1999 1998
---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Advances to Officers
For Tools/Supplies $ 1,000 $ -0- $ 1,000 $ -0-
Officers' Fees 2,000 1,000 1,000 -0-
Reimbursement to
Attorney for Filing Fees 200 -0- 200 -0-
Legal Fees 500 -0- -0- 500
</TABLE>
-7-
<PAGE> 26
THE HATHAWAY CORP.
A DEVELOPMENT STAGE ENTERPRISE
NOTES TO FINANCIAL STATEMENTS
JULY 31 AND JUNE 30, 1999 AND DECEMBER 31, 1998
NOTE 5 - RELATED PARTIES (CONTINUED)
Existing shareholders received $1,000 in the form of common stock at $.001 per
share for reimbursement of incorporation fees paid on the Corporation's behalf.
NOTE 6 - RISK FACTORS
The Corporation is in the early stages of development. Management believes that
the net proceeds from the recent issuance of shares will be sufficient to
implement its initial plan of operation. Continued operations, however, will
depend on the Corporation's ability to succeed in a highly competitive industry
with limited available resources.
-8-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM AUDITED
FINANCIAL STATEMENTS FOR PERIOD ENDED DEC. 31, 1998, AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<S> <C>
<PERIOD-TYPE> 5-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JUL-09-1998
<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> 1,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 1,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 1,000
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM AUDITED
FINANCIAL STATEMENTS AS OF JUNE 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,000
<CURRENT-LIABILITIES> 1,200
<BONDS> 0
0
0
<COMMON> 1,000
<OTHER-SE> 200
<TOTAL-LIABILITY-AND-EQUITY> 1,200
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM AUDITED
FINANCIAL STATEMENTS AS OF JULY 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<S> <C>
<PERIOD-TYPE> 1-MO
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JUL-01-1999
<PERIOD-END> JUL-31-1999
<CASH> 7,980
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 7,980
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 8,980
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 1015
<OTHER-SE> 13320
<TOTAL-LIABILITY-AND-EQUITY> 8980
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4155
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4155)
<EPS-BASIC> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
