U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
MARCH 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
______________ TO ______________
COMMISSION FILE NUMBER: 000-28083
NOSTALGIA MOTORCARS, INC.
(Exact name of registrant as specified in its charter)
Nevada 88-0362112
(State or jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
4502 East Karen Drive, Phoenix, Arizona 85032
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (602) 404-3557
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 Par Value
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) been subject to such filing
requirements for the past 90 days. Yes X No .
As of March 31, 2000, the Registrant had 5,000,000 shares of
common stock issued and outstanding.
Transitional Small Business Disclosure Format (check one): Yes No X.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION PAGE
ITEM 1. FINANCIAL STATEMENTS
BALANCE SHEET AS OF MARCH 31, 2000 3
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED
MARCH 31, 2000 AND MARCH 31, 1999 5
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED
MARCH 31, 2000 AND MARCH 31, 1999 6
NOTES TO FINANCIAL STATEMENTS 7
ITEM 2. PLAN OF OPERATION 11
PART II
ITEM 1. LEGAL PROCEEDINGS 15
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 15
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 15
ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS 15
ITEM 5. OTHER INFORMATION 15
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 15
SIGNATURE 16
PART I.
ITEM 1. FINANCAL STATEMENTS.
NOSTALGIA MOTORCARS, INC.
(A Development Stage Company)
BALANCE SHEET (Unaudited)
ASSETS
March 31, 2000
CURRENT ASSETS
CASH $ 29,308
TOTAL CURRENT ASSETS 29,308
FIXED ASSETS
Automobile (Net) 8,405
Equipment (Net) 6,149
TOTAL FIXED ASSETS 14,554
OTHER ASSETS
Research and Development 16,920
Deposits 47,426
TOTAL OTHER ASSETS 64,346
TOTAL ASSETS $108,208
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable 8,327
Accrued Interest Payable 1,803
Convertible Notes Payable (Note #9) 100,000
Officer's Loans (Note #6) 300,000
Officer's Advances (Note #8) 14,195
TOTAL CURRENT LIABILITIES 423,325
STOCKHOLDERS' EQUITY (Note #4)
Common stock
Par value $0.001
Authorized 50,000,000 shares
Issued and outstanding at
March 31, 2000 -5,000,000 shares 5,000
Additional paid-in capital 0
Accumulated deficit during
the development stage (321,117)
TOTAL STOCKHOLDERS' EQUITY (316,117)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 108,208
The accompanying notes are an integral part of these financial
statements
NOSTALGIA MOTORCARS, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS (Unaudited)
Three Months Three Months November 23
Ended Ended 1993
March 31, 2000 March 31, 1999 (inception) to
March 31, 2000
REVENUE $ 0 $ 0 $ 0
EXPENSES
General, Selling
and Administrative 82,223 20,000 316,312
Amortization 0 0 195
Depreciation 1,117 0 2,807
TOTAL EXPENSES 83,340 20,000 (319,314)
Net Profit/Loss (-)
From Operations (83,340) (20,000) (319,314)
Interest Expense 1,803 0 1,803
Net Loss $(85,143) $(20,000) $(321,117)
Net Profit/Loss(-)
per weighted
share (Note #2) $(0.02) $ nil $(0.06)
Weighted average
number of common
shares outstanding 5,000,000 5,000,000 5,000,000
The accompanying notes are an integral part of these financial
statements
NOSTALGIA MOTORCARS, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Three Months Three Months November 23
Ended Ended 1993
(inception) to
March 31, 2000 March 31, 1999 March 31, 2000
Cash Flow from
operating activities:
Net Loss $(85,143) $(20,000) $(321,117)
Adjustment to reconcile
Net loss to net cash
provided by operating
activities
Amortization 0 0 195
Depreciation 1,117 0 2,807
Increase in Current Assets
Organization Costs 0 0 (195)
Research and Development 0 0 (16,920)
Deposits 0 0 (47,426)
Automobile 0 0 (7,473)
Computer 0 0 (9,888)
Increase in current
Liabilities
Convertible Notes Payable 100,000 0 100,000
Accrued Interest Payable 1,803 0 1,803
Accounts Payable (14,423) 0 8,327
Officer's Loan 0 0 300,000
Officers Advances 0 20,000 14,195
Net cash used in operating
activities 3,354 0 24,308
Cash Flows from Investing
Activities: 0 0 0
Cash Flows from
Financing Activities:
Issuance of Common
Stock for Cash 0 0 5,000
Net increase
(decrease) 3,354 0 29,308
Cash, beginning
of period 25,954 0 0
Cash, end of period 29,308 0 29,308
The accompanying notes are an integral part of these financial
statements
NOSTALGIA MOTORCARS, INC.
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 1 - HISTORY AND ORGANIZATION OF THE RESIGTRANT
The Resigtrant was organized November 23, 1993, under the laws of
the State of Nevada as Amexan, Inc. The Resigtrant currently has
no operations and in accordance with SFAS #7, is considered a
development company. On June 1, 1998, the Resigtrant changed its
name to Nostalgia Motorcars, Inc.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited consolidated financial statements are
presented in accordance with the requirements of Form 10-QSB and
Item 310 of Regulation SB.
Accounting Method
The Resigtrant records income and expenses on the accrual method.
Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Cash and equivalents
The Resigtrant maintains a cash balance in a non-interest-bearing
bank that currently does not exceed federally insured limits. For
the purpose of the statements of cash flows, all highly liquid
investments with the maturity of three months or less are
considered to be cash equivalents. There are no cash equivalents
as of March 31, 2000.
Income Taxes
Income taxes are provided for using the liability method of
accounting in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS #109) "Accounting for Income Taxes". A
deferred tax asset or liability is recorded for all temporary
difference between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during the year of
deferred tax assets and liabilities.
Reporting on Costs of Start-Up Activities
Statement of Position 98-5 ("SOP 98-5"), "Reporting on the Costs
of Start-Up Activities" which provides guidance on the financial
reporting of start-up costs and organization costs. It requires
most costs of start-up activities and organization costs to be
expensed as incurred. With the adoption of SOP 98-5, there has
been little or no effect on the Resigtrant's financial
statements.
Loss Per Share
Net loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128 (SFAS #128) "Earnings Per
Share". Basic loss per share is computed by dividing losses
available to common stockholders by the weighted average number
of common shares outstanding during the period. Diluted loss per
share reflects per share amounts that would have resulted if
dilutive common stock equivalents had been converted to common
stock. The debentures issued by the Resigtrant during the
quarter ended on March 31, 2000 were excluded from the
calculation of diluted earnings per share at March 31, 2000
because they are considered anti-dilutive under FAS 128 (see Note
9).
Year End
The Resigtrant has selected December 31st as its year-end.
Depreciation
The Resigtrant is depreciating its fixed assets using the
straight-line method with various useful lives.
Year 2000 Disclosure
The year 2000 issue is the result of computer programs being
written using two digits rather than four to define the
applicable year. Computer programs that have time sensitive
software may recognize a date using "00" as the year 1900 rather
than the year 2000. This could result in a system failure or
miscalculations causing disruption of normal business activities.
Since the Resigtrant currently has no operating business and does
not use any computers, and since it has no customers, suppliers
or other constituents, there are no material Year 2000 concerns.
NOTE 3 - INCOME TAXES
There is no provision for income taxes for the period ended March
31, 2000, due to the net loss and no state income tax in Nevada,
the state of the Resigtrant's domicile and operations. The
Resigtrant's total deferred tax asset as of March 31, 2000 is as
follows:
Net operation loss carry forward $ 321,117
Valuation allowance $ 321,117
Net deferred tax asset $ 0
The federal net operation loss carry forward will expire in
various amounts from 2013 to 2019.
This carry forward may be limited upon the consummation of a
business combination under IRC Section 381.
NOTE 4 - STOCKHOLDERS' EQUITY
Common Stock
The authorized common stock of the corporation consists of
50,000,000 shares with a par value of $0.001 per share.
On November 30, 1993, the Resigtrant issued 5,000,000 shares of
its $0.001 par value common stock in consideration of $5,000 in
cash.
Preferred Stock
The corporation has no preferred stock.
NOTE 5 - GOING CONCERN
The Resigtrant's financial statements are prepared using
generally accepted accounting principles applicable to a going
concern, which contemplates the realization of assets and
liquidation of liabilities in the normal course of business.
However, the Resigtrant does not have significant cash or other
material assets, nor does it have an established source of
revenues sufficient to cover its operating costs and to allow it
to continue as a going concern. It is the intent of the
Resigtrant to seek a merger with an existing, operating company.
NOTE 6 - RELATED PARTY TRANSACTIONS
As of June 11, 1999, the two principals of the Resigtrant loaned
the Resigtrant a total of $300,000 as evidenced by two promissory
notes in the amount of $150,000 each and bearing interest at the
current prime interest rate (adjusted quarterly). All principal
and accrued interest on such notes is due and payable two years
from said date. These principals have also committed to loan the
Resigtrant a total of $250,000 in additional operating funds, if
needed.
The Resigtrant neither owns nor leases any real or personal
property. An officer of the corporation provides office services
without charge. Such costs are immaterial to the financial
statements and accordingly, have not been reflected therein.
NOTE 7 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any
additional shares of common stock.
NOTE 8 - OFFICERS ADVANCES
While the Resigtrant is seeking additional capital through a
merger with an existing company, an officer of the Resigtrant has
advanced funds on behalf of the Resigtrant to pay for any costs
incurred by it. These funds are interest free.
NOTE 9 - CONVERTIBLE NOTES PAYABLE
The Resigtrant has issued five convertible notes payable totaling
$100,000.00. All five notes were issued on various days during
the first quarter of 2000. Each note carries interest at the
rate of 12-1/2%. Each note may be converted to common shares not
earlier than six months from date of issuance, up to one year.
At the time of conversion, the holder shall be entitled to
receive one warrant for each share of common stock so received.
ITEM 2. PLAN OF OPERATION.
The following discussion should be read in conjunction with the
financial statements of the Resigtrant and notes thereto
contained elsewhere in this report.
Twelve Month Plan of Operation.
The Resigtrant intends to sell up to 10,000 new "old style"
Volkswagen Beetles in the United States, Canada, and certain
other countries beginning in the first quarter of 2000. The
vehicles that the Resigtrant intends to sell differ significantly
from Volkswagens "new style" bug introduced in 1998. The
Resigtrant's vehicles are based on the rear engine, air cooled,
"old style" bugs last sold in the United States in 1979. These
new "old style" bugs, although basic in operation and styling,
remain faithful to the personality, charm and friendly quirks of
the bug best known by America.
The "old style" bug has remained in full production at
Volkswagen's state of the art automotive plant in Pueblo, Mexico,
and over the years Volkswagen has refined the car, producing a
first class fit, finish and overall quality never before offered
in a Bug. New upgrades such as Bosch fuel injection, front disc
brakes, three way catalytic converter, and a remote security
system have been added to ensure it keeps pace with the needs of
today's consumer. Despite this, however, the "old style" bug
remains unavailable for sale in the U.S., because it does not
meet current U.S. Department of Transportation ("DOT"), U.S.
Environmental Protection Agency ("EPA") and California Air
Resources Board ("CARB") standards.
Fortunately, current Federal laws permit the importation,
conversion and sale of virtually any automobile, provided that
the finished cars meet strict DOT and EPA standards and proper
licensing is secured. Accordingly, the Resigtrant intends to
purchase new Bugs directly from the Pueblo, Mexico VW factory (or
from several of the over 200 dealers in Mexico) and modify each
car so that it fully complies with U.S. safety and emission
standards, making them fully legal for sale in the U.S.
There are several ways for the Resigtrant to obtain the
necessary regulatory clearances for new Bug certification;
however, the Resigtrant has chosen to pursue what it believes to
be the most respected and credible license, known as a "small
volume manufacturer" ("SVM") license, If granted by the EPA, a
SVM license would permit the Resigtrant to modify and sell in the
U.S. up to 10,000 cars per, year.
The Resigtrant expects to sell the cars through direct sales
to automotive dealers, national wholesale car auctions and
through the Internet (on a site to be developed). Current
management of the Resigtrant will be initially responsible for
securing such sales. The Resigtrant expects to secure letters of
credit from contracted buyers, and proposes to borrow sufficient
capital through a revolving credit facility to finance the
purchase, modification and transportation of the cars on order.
The Resigtrant has not as yet secured such a credit facility.
To the Resigtrant's knowledge, there are currently no other
manufacturers or suppliers of new "old style" bugs in the U.S.;
however, there is direct competition by Volkswagen who sell a
"new style" bug, and indirect competition by numerous other
"economical" cars offered by established manufactures.
The Resigtrant proposes to offer "old style" bugs with a 2
year limited, bumper to bumper warranty, which will be self
administered by the Resigtrant (made possible by the well
documented and proven reliability of the car over many years).
The Resigtrant expects that the Bugs will retail for
approximately $13,000. The purchase cost of each car from
sources in Mexico (as discussed below) will be approximately
$6,500. The cost of converting each vehicle, as set forth in the
contract with LPC of New York, Inc., will not exceed $1,600 per
car for the following structural modifications and the emissions
modifications necessary to meet all regulatory requirements
(including the cost of all parts):
(a) Bumper modifications
(b) O.B. II Computer System
(c) Emission Vapor Canister
(d) Required temperature and pressure sensors
(e) Modified speedometer
(f) Warning lights and buzzers for seat belts, parking brakes, etc.
(g) Proper labeling
(h) Door beams
(i) Dual air bags
Other approximate costs will be $500 for shipping, $700 for
insurance reserves, and $700 for accessories. This will leave a
profit margin of approximately $3,000 per vehicle.
The Resigtrant expects to sell its cars through automobile
wholesalers, new car dealers, and the Internet. The Resigtrant
has not yet secured any sales or contracted specific
distributors.
The Resigtrant has undertaken the necessary steps to begin
the process of securing a SVM license and has contracted with a
very reputable vehicle certification laboratory, LPC of New York,
Inc. ("LPC"), of Ronkonkoma, New York (see Exhibit 10.1 to this
Form 10-QSB). LPC is currently conducting the necessary testing
and assessments to determine the exact modifications necessary to
ensure DOT and EPA certification and a SVM license. Upon
completion of all necessary government licensing and the issuance
of a SVM license, the Resigtrant would be in a position to
legally import new bugs from Mexico, modify each car and retail
them as new "classic bugs" in the U.S. marketplace.
The LPC contract, which has an effective date of September
29, 1999, guarantees certification and a SVM license within 3 to
6 months and will cost $375,000,00 (this has been extended by the
parties to at least September 1, 2000 in order for the
certification to be completed). LPC has indicated that although
original crash tests on the VW Beetle are still available and
valid, updated crash tests will have to be conducted, which will
entail an additional cost to the Resigtrant under that contract
of up to $175,000. The Resigtrant has secured a total of
$300,000 in invested capital from the two principals of the
Resigtrant to date (as evidenced by two Promissory Notes attached
as Exhibits to this Form 10-QSB); these individuals have
committed to contributing up to an additional total of $250,000
to the capital of the Resigtrant in order to complete the LPC
contract and fund initial operations of the Resigtrant.
The Resigtrant has no direct control over the testing and
licensing necessary to complete the certification and is
dependent on the successful completion of the testing and
modifications. Once completed, LPC and the Resigtrant will file
the appropriate documentation with DOT, EPA, and CARB; the
Resigtrant has been advised that the final approval process takes
approximately one month to complete (counted in the guaranteed
timeframe quoted by LPC). Once all tests are completed, then it
will be determined the exact modifications that will be needed
for the Bugs to be purchased.
The Resigtrant intends to purchase vehicles directly from
the Volkswagen manufacturing plant in Pueblo, Mexico and/or from
several of the more than 200 dealers throughout Mexico (there are
approximately 100,000 "old style" bugs manufactured and they are
primarily sold in Mexico per year). There are no contracts in
place with any supplier at this time. However, from the
production at this plant, as well as excess supply, it is the
opinion of management that there will be adequate supply of
automobiles for purchase by the Resigtrant. There is no license
or other agreement needed from Volkswagen in order for the
Resigtrant to buy and convert these automobiles for sale in the
U.S. once the SVM license is in place.
Once the car is purchased from Volkswagen, it will be
converted to meet DOT, EPA, and CARB standards. The Resigtrant
intends to subcontract out all modifications and certification
work to a qualified third party conversion facility. There are
several such facilities available and the Resigtrant to be
contracted by the Resigtrant. Although there is no firm
agreement with any such firm, the Resigtrant has contacted
International Auto Processors, based in Brunswick, Georgia, about
converting the Resigtrant purchased automobiles. This is a large
and credible company which has substantial experience with large
volume conversion facilities, which currently converts
approximately 175,000 automobiles per year for such companies BMW
and Ford Motor Company. It is anticipated that a contract with
this firm can be concluded within thirty days from the time that
the Resigtrant advised this firm that cars are ready to be
shipped.
Although the Resigtrant has no major customers, it believes
that will not be dependent on such. Sales are expected to be
geographically widespread and with many small orders.
Except for those outlined above, the Resigtrant is not aware
of any government regulations required or any probable
governmental regulation change which would have an adverse effect
on the Resigtrant.
Capital Expenditures.
No material capital expenditures were made during the quarter
ended on March 31, 2000.
Year 2000 Issue.
The Year 2000 issue arises because many computerized systems
use two digits rather than four to identify a year. Date
sensitive systems may recognize the year 2000 as 1900 or some
other date, resulting in errors when information using the year
2000 date is processed. In addition, similar problems may arise
in some systems which use certain dates in 1999 to represent
something other than a date. The effects of the Year 2000 issue
may be experienced after January 1, 2000, and if not addressed,
the impact on operations and financial reporting may range from
minor errors to significant system failure which could affect the
Registrant's ability to conduct normal business operations. This
creates potential risk for all companies, even if their own
computer systems are Year 2000 compliant. It is not possible to
be certain that all aspects of the Year 2000 issue affecting the
Registrant, including those related to the efforts of customers,
suppliers, or other third parties, will be fully resolved.
The Registrant currently believes that its systems are Year 2000
compliant in all material respects. Although management is not
aware of any material operational issues or costs associated with
preparing its internal systems for the Year 2000, the Registrant
may experience serious unanticipated negative consequences (such
as significant downtime for one or more of its suppliers) or
material costs caused by undetected errors or defects in the
technology used in its internal systems. Furthermore, the
purchasing patterns of consumers may be affected by Year 2000
issues. The Registrant does not currently have any information
about the Year 2000 status of its potential material suppliers.
The Registrant's Year 2000 plans are based on management's best
estimates.
Forward Looking Statements.
The foregoing Management's Discussion and Analysis contains
"forward looking statements" within the meaning of Rule 175 of
the Securities Act of 1933, as amended, and Rule 3b-6 of the
Securities Act of 1934, as amended, including statements
regarding, among other items, the Registrant's business
strategies, continued growth in the Registrant's markets,
projections, and anticipated trends in the Registrant's business
and the industry in which it operates. The words "believe,"
"expect," "anticipate," "intends," "forecast," "project," and
similar expressions identify forward-looking statements. These
forward-looking statements are based largely on the Registrant's
expectations and are subject to a number of risks and
uncertainties, certain of which are beyond the Registrant's
control. The Registrant cautions that these statements are
further qualified by important factors that could cause actual
results to differ materially from those in the forward looking
statements, including, among others, the following: reduced or
lack of increase in demand for the Registrant's products,
competitive pricing pressures, changes in the market price of
ingredients used in the Registrant's products and the level of
expenses incurred in the Registrant's operations. In light of
these risks and uncertainties, there can be no assurance that the
forward-looking information contained herein will in fact
transpire or prove to be accurate. The Registrant disclaims any
intent or obligation to update "forward looking statements."
PART II.
ITEM 1. LEGAL PROCEEDINGS.
The Registrant is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such action by
or against the Registrant has been threatened.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
During the quarter ended March 31, 2000, the Resigtrant has
issued five convertible notes payable totaling $100,000. All
five notes were issued on various days during the first quarter
of 2000. Each note carries interest at the rate of 12-1/2%.
Each note may be converted to common shares not earlier than six
months from date of issuance, up to one year. At the time of
conversion, the holder shall be entitled to receive one warrant
for each share of common stock so received.
No commissions or fees were paid in connection with these sales.
All of the above sales were undertaken pursuant to a claim of
exemption from registration under the Securities Act of 1933 as
provided in Rule 506 under Regulation D.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Reports on Form 8-K. No Reports on Form 8-K were filed
during the three month period covered this Form 10-QSB.
(b) Exhibits. Exhibits included or incorporated by reference
herein: See Exhibit Index.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Nostalgia Motorcars, Inc.
Dated: May 19, 2000 By: /s/ Brad Randolph
Brad Randolph, President
EXHIBIT INDEX
Number Description
3.1 Articles of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 of the Form 10-SB/A filed on December 8,
1999).
3.2 Certificate of Amendment of Articles of Incorporation
(incorporated by reference to Exhibit 3.2 of the Form 10-SB/A
filed on December 8, 1999).
3.3 Bylaws of the Registrant (incorporated by reference to
Exhibit 3.3 of the Form 10-SB/A filed on December 8, 1999).
10.1 Agreement to Provide Services for Certification between the
Registrant and LPC of New York, Inc., dated September 28, 1999
(incorporated by reference to Exhibit 10.1 of the Form 10-SB/A
filed on December 8, 1999).
10.2 Promissory Note made by Brad Randolph in favor of the
Registrant, dated June 11, 1999 (incorporated by reference to
Exhibit 10.2 of the Form 10-SB/A filed on December 8, 1999).
10.3 Promissory Note made by Anoop Pittalwala in favor of the
Registrant, dated June 11, 1999 (incorporated by reference to
Exhibit 10.3 of the Form 10-SB/A filed on December 8, 1999).
27 Financial Data Schedule (see below).
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<PAGE>
<ARTICLE>5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE UNAUDITED FINANCIAL STATEMENTS CONTAINED IN THE
REGISTRANT'S FORM 10-QSB AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
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<MULTIPLIER>1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 29,308
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 29,308
<PP&E> 14,554
<DEPRECIATION> 0
<TOTAL-ASSETS> 108,208
<CURRENT-LIABILITIES> 423,325
<BONDS> 0
0
0
<COMMON> 5,000
<OTHER-SE> (316,117)
<TOTAL-LIABILITY-AND-EQUITY> 108,208
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 83,340
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,803
<INCOME-PRETAX> (85,143)
<INCOME-TAX> 0
<INCOME-CONTINUING> (85,143)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (85,143)
<EPS-BASIC> (.02)
<EPS-DILUTED> (.02)
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