SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)
OR 12(g) OF THE SECURITIES ACT OF 1934
LAKSHMI ENTERPRISES, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 95-4738432
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
4275 EXECUTIVE SQUARE SUITE 1100, LA JOLLA, CA 92037
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (858) 558-8450
Securities to be Registered Pursuant to
Section 12(b) of the Act:
None
Securities to be Registered Pursuant to
Section 12(g) of the Act:
Common Stock, $.001 par value
(Title of Class)
<PAGE>
LAKSHMI ENTERPRISES, INC.
FORM 10-SB
TABLE OF CONTENTS
PART I
ITEM No. Page
Item 1. Description of Business 1
Item 2. Management's Discussion and Analysis or Plans of Operation 10
Item 3. Description of Property 11
Item 4. Security Ownership of Certain Beneficial Owners and Management 11
Item 5. Directors, Executive Officers, Promoters and Control Persons 12
Item 6. Executive Compensation 14
Item 7. Certain Relationships and Related Transactions 14
Item 8. Description of Securities 15
PART II
Item 1. Market Price of and Dividends on the Registrants
Common Equity and other Shareholder Matters 16
Item 2. Legal Proceedings 16
Item 3. Changes in and Disagreements with Accountants 16
Item 4. Recent Sales of Unregistered Securities 17
Item 5. Indemnification of Directors and Officers 17
PART F/S
FINANCIAL STATEMENTS 19
PART III
ITEM 1. INDEX TO EXHIBITS AND DESCRIPTION OF EXHIBITS 20
SIGNATURE PAGE 20
i
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Lakshmi Enterprises, Inc. ("Lakshmi" or the "Company") was incorporated on
May 9, 1997 under the laws of the State of Delaware. The Company's principal
business is in the information technology industry. Lakshmi's objective is to
become a leading provider of Internet and electronic commerce professional
services and solutions to medium-sized and large businesses. Upon completion of
its initial consolidation, the Company will have, through its existing
subsidiaries, a comprehensive range of solutions and services, including
electronic commerce solutions that improve communication and commerce between
businesses and consumers as well as among businesses and their trading partners.
The Company plans to focus its efforts on maximizing the opportunities presented
by the Internet and electronic commerce to enhance all aspects of its clients'
operations, from the front end of their business, creative Website design, to
the back end, back-office integration of existing systems and electronic
commerce outsourcing creating an end-to-end solution. Professional services
offered by the Company will include strategic consulting, interactive media
services, Internet-based application development, electronic commerce systems
integration and electronic commerce outsourcing ("e-solutions").
The Company's goal is to bring the Internet to Main Street. Critical to its
strategy is the belief of Lakshmi's founders that the untapped potential of
e-services businesses is in addressing the needs of basic individuals and basic
businesses in America's heartland, away from the coasts. Although the Company
plans to have established bases in Silicon Alley and Silicon Valley (thus
providing access to cutting edge new technologies and key human resource
talent), it believes that the real potential lies in cities such as Cleveland,
Detroit, and St. Louis. As described in further detail below, much of the
marketing and new business development in the e-solutions industry segment is
localized often through word of mouth. The Company believes that smaller
companies that are located in these geographic regions are better positioned to
capture and maintain the e-solutions business of these Lakshmis.
1
<PAGE>
Industry Overview
The rapid growth in the use of the Internet and electronic commerce has
revolutionized the way businesses operate and interact with their customers and
trading partners. The Internet and electronic commerce have created new channels
of communication and distribution that raise the level and increase the speed of
interaction between a business and its trading partners and customers. The
demand for Internet and electronic commerce services is increasing as more and
more companies develop on-line businesses and employ Internet and electronic
commerce solutions.
The Internet enables businesses to establish an on-line presence through which
they can offer new and complementary products and services to new and existing
markets. As a result, businesses have been able to create new sources of
revenue, improve customer care and retention and streamline their internal
operations by processing orders and payments on-line.
To date, businesses have primarily focused on using Internet and electronic
commerce solutions to improve business-to-consumer relationships. However,
businesses are increasingly using the Internet and electronic commerce to open
cost-effective, reliable, highly efficient channels of communication and
commerce with their suppliers and distributors. Internet and electronic commerce
solutions can improve the way businesses interact with their trading partners by
linking businesses' back-office systems through electronic data interchange, or
EDI, and the Internet to trading partners and suppliers.
Businesses are increasingly discovering that implementing Internet and
electronic commerce solutions is necessary to remain competitive and are
demanding end-to-end Internet and electronic commerce solutions that can improve
every aspect of their operations. As a result, technology industry research
firms predict that the market for Internet and electronic commerce services
worldwide will grow significantly over the next few years. International Data
Corp. estimates that this market will increase from $4.6 billion in 1997 to
$43.7 billion by 2002, which represents a compound annual growth rate of 57%.
According to a 1998 Dataquest survey of selected Fortune 1000 companies, 83% of
such companies are currently investing, or plan to invest, in Internet solutions
and 48% are currently investing, or plan to invest, in electronic commerce
solutions.
2
<PAGE>
Most businesses rely on outside specialists to design and develop Internet and
electronic commerce solutions for a number of compelling reasons. Because
Internet and electronic commerce technologies have developed so rapidly, few
businesses have employees with the advanced skills necessary to effectively
evaluate and implement these technologies successfully. Given the pressure to
get to market quickly, waiting for in-house employees to be trained to use these
technologies is not practicable. In addition, hiring trained professionals is
difficult because they are in great demand. At the same time, as business
challenges grow increasingly complex, so must the Internet and electronic
commerce solutions required to address them. Given the significant cost to
design, develop, implement, and manage Internet and electronic commerce
solutions, businesses cannot afford to expend resources developing solutions
themselves. Hiring a firm that provides a comprehensive range of Internet and
electronic commerce professional services is often the most efficient and
cost-effective solution for many companies.
The Lakshmi Solution
Lakshmi was founded to address the growing need for end-to-end Internet and
electronic commerce solutions. The Company plans to offer a comprehensive range
of services involving the design, development, implementation and management of
Internet and electronic commerce solutions that facilitate and promote
communication and commerce between businesses and consumers as well as among
businesses and their trading partners. The Company believes that creating an
organization focused on e-solutions (rather than merely e-commerce solutions)
will enable it to better adapt to the anticipated changes that will shape
Internet-related solutions. Key elements of the Lakshmi solution are:
Web Design & Development. The Company's Internet-based application development
services will include the development of software applications that are capable
of running on the Internet and are written in languages such as Java, C++ and
Visual Basic. These services are designed to help client companies rapidly
develop highly flexible and cost-effective business applications.
Graphic Branding & Corporate Identity. The creation of any and all of the visual
facets of an organization related to the projection of its identity: printed and
on-screen communications, technical and promotional information; publications
for products, sales and finance; books, magazines and newspapers; the form and
labeling of packaging; and integrated sign systems and environmental graphics.
The design and development of products, merchandise, packaging and equipment for
domestic, commercial and industrial use and consumption: conceptualization and
model-making; definition of production details and processes; and research and
management of manufacturing and marketing resources.
3
<PAGE>
Interactive media solutions (including video, DVD, and sound). The Company's
interactive media capabilities will enable it to measure, on a real-time basis,
a client's return on investment for its on-line advertising dollars. Lakshmi's
interactive subsidiary will track banner ad performance and collects real-time
data on click-through, lead generation, customer acquisition and sales. Based on
their analysis of this information, clients will be able to make real-time
adjustments to their advertising campaigns to maximize site traffic and reduce
the costs of acquiring new customers and generating sales.
Interactive Broadcasting High-end Production. Increased network bandwidth,
faster computers and new real-time broadcast streaming technologies have opened
the door to the creative and financial power of broadcasting on the Internet.
The Company will offer reliable and quality delivery of video and audio over the
Internet. It will integrate custom development, platform tools, and unique
intellectual properties to enable efficient and cost-effective video and audio
integration into client Internet communication programs. The Company will
provide digitizing, encoding, storage, production, delivery and consulting
services to power Internet video and audio applications, using a variety of
encoding techniques, including: MPEG-1, MPEG-2, MPEG-2 VBR, Beta SP (component
level) Hi-8, SVHS, 3/4" Umatic, VHS, and 8mm.
Interactive Corporate Communications, marketing and training applications. The
primary focus of the Company's interactive media services will be its creative
Website design and development, branding, media planning and buying. These
services will be designed to maximize client companies' return on their
investments in on-line businesses by generating and increasing Website traffic,
enhancing user experience and increasing the effectiveness of their marketing
efforts. Lakshmi plans to integrate its creative Website design, development and
branding services, as well as on-line media buying and planning, on-line ad
serving, management, tracking and reporting and on-line promotion and campaign
development, into clients' overall solutions.
Corporate Intranet-Extranet Development. Today's companies are finding it more
effective to manage their workforces through knowledge sharing. Moreover,
secured access extranets allow clients to key in doing develop and give feedback
while projects are under development.
4
<PAGE>
Interactive Systems Development and Legacy Systems Integration. Lakshmi's
electronic commerce systems integration services will involve the integration of
electronic commerce systems with other corporate software and computer-based
applications such as websites, accounting systems and Lakshmi resource planning
systems or systems which enable a company to manage every aspect of its
operations, including financial systems, manufacturing and human resources.
These services are designed to rapidly install and integrate Lakshmi's solutions
with client companies' existing operations so that Lakshmi's solutions will
become an integral part of their critical business systems. Lakshmi will install
its solution, convert and initialize all necessary data, perform acceptance
testing and put the system into operation.
The Company will also integrate the solution with back-office legacy systems to
ensure that each client's critical applications operate seamlessly and with
maximum security.
Interactive Catalogues, e-commerce solutions, vendor integration. The Company's
anticipated electronic commerce services would help clients rapidly launch and
implement electronic commerce solutions and then cost-effectively manage,
operate, maintain and continue to develop those solutions. The Company will
provide business-to-business outsourcing services such as EDI management and
transaction processing. Lakshmi will provide business-to-consumer services such
as commerce storefront management, transaction processing, managed Web-hosting
and the ongoing management, technical operation, maintenance and development of
electronic commerce systems. Additionally, the Company will provide
e-commerce-outsourcing services.
Custom software development. Lakshmi will also offer its expertise to clients in
interactive and web media solutions in the form of custom software applications.
Lakshmi's team of digital media and business experts will provide strategic
business consulting to clients in need of a custom e-business solutions defining
the goals of the project in advance of development. The consulting team will
have the benefit of a network Lakshmi of off the shelf digital media solutions
to leverage as a starting point for custom development work. Lakshmi will
analyze its client's objectives and provide recommendations on how to proceed
outlining a strategy and managing each component of development including
design, media production, and programming, to provide a complete solution to the
client's project objectives. These capabilities will enable Lakshmi to provide
clients with end-to-end Internet and electronic commerce solutions. The services
will enable the Company's clients to recognize significant cost and time savings
and receive integrated solutions because they can obtain all of the Internet and
electronic commerce professional services they need from one company with a
single point of contact or interface.
5
<PAGE>
Most significantly, however, Lakshmi aims to bring the Internet to Main Street.
Critical to its strategy is the belief of Lakshmi's founders that the untapped
potential of e-services businesses is in addressing the needs of basic
individuals and basic businesses in America's heartland, away from the coasts.
Although the Company plans to have established bases in Silicon Alley and
Silicon Valley (thus providing access to cutting edge new technologies and key
human resource talent), it believes that the real potential lies in cities such
as Cleveland, Detroit, and St. Louis. As described in further detail below, much
of the marketing and new business development in the e-solutions industry
segment is localized often through word of mouth. The Company believes that
smaller companies that are located in these geographic regions are better
positioned to capture and maintain the e-solutions business of these Lakshmis.
Execution Strategy
The Company's goal is to become recognized and sought-after provider of Internet
and electronic commerce services to medium-sized and large business clients,
particularly in the Midwest [and Southeast/Southwest/Plains] state.
[Why these are the right companies.]
In order to achieve its goal, the Company will focus on: (1) identifying
acquisition candidates which meet the Company's consolidation or operation
criteria; (2) attracting and acquiring companies through implementation of the
Company's operating model approach, which the Company believes will
differentiate it from other similar situated entities; and (3) achieving
operating efficiencies and synergies by combining administrative functions and
achieving economies of scale from implementation of, among other things, a
single health care program.
Identify and Pursue Strategic Consolidation Opportunities. The Company intends
to capitalize upon the consolidation opportunities by acquiring companies with
established sales presence's and/or local brand names. The Company believes that
the geography in which it will pursue consolidation opportunities are fragmented
and often characterized by privately held or family-owned businesses, whose
owner/operators desire liquidity and may be unable to gain the scale necessary
to access the capital markets effectively or to expand beyond a local or
regional base.
6
<PAGE>
In general, the Company plans to acquire smaller companies, or "spokes," in
secondary markets surrounding the hubs of Cleveland, Ohio, San Francisco,
California, and New York City. Where possible, the operations of the spokes will
be integrated into the operations of existing hubs, thereby enabling the Company
to achieve the economies of scale necessary to decrease operating cost and
increase operating margin. The Company believes that another competitive
advantage will be the Company's ability to deploy rapidly its significant
financial resources and/or to use its publicly traded stock as consideration in
selected acquisitions.
The Company intends to pursue growing markets that are fragmented with no clear
market leader and that will benefit from economies of scale. Within such
industries, the Company intends to focus on the acquisition of companies having
some or all of the following characteristics: (i) stable cash flows and
recurring revenue streams from long-term customer relationships; (ii) long-term
growth prospects for products and services offered; (iii) a strong "franchise"
or presence in the communities served by the acquisition candidate; (iv) an
experienced team; (v) an ability to retain, promote, and motivate teams; (vi)
favorable demographic trends within the local regions serviced; and (vii) an
underpenetrated market for products or services provided by the acquisition
candidate. The Company believes that even if consolidation in a market has
begun, there may still exist opportunities to create niche businesses within its
larger, regional reach.
Additionally, the Company plans to:
Cross Sell Services. Cross-selling of services in order to provide comprehensive
solutions to the consolidated entities varied client base will be the foundation
of Lakshmi's initial marketing campaign. As Lakshmi integrates the diverse
client bases of the companies it plans to acquire, it will take advantage of
opportunities to cross-sell its services to existing clients. Part of the
integration and consolidation methodology will be to train every member of the
Company's sales force to cross-sell the entire range of anticipated services. In
addition, Lakshmi will create uniform marketing and sales materials that will
describe the wide range of services that the Company intends to offer and
position Lakshmi as a leading provider of end-to-end Internet and electronic
commerce solutions.
7
<PAGE>
Differentiate Through Corporate Democracy. The Company believes that its
implementation of corporate democracy will give the Company a competitive
advantage over rival consolidators in attracting, buying and integrating
acquired companies. The Company's business model entails both a decentralized
management philosophy and a centralized operating approach. Each of the acquired
companies will continue to manage all functions that touch the customer,
including sales, marketing, and customer service. The Company will manage
functions such as purchasing, accounting, human resources, and finance centrally
where it can leverage its size and scale. Principles of corporate democracy that
will be used by the Company include:
Control by Owner/Operator. The corporate democracy approach to consolidation is
designed to allow the owners and operators who have built an acquired company to
retain operational control of the business while the Company centralizes certain
administrative functions to provide benefits from operating efficiencies and
synergies resulting from the consolidation of the acquired company into a larger
Lakshmi. This is in contrast to the traditional consolidation approach used by
other consolidators in which the owner/operators and their employees are often
relieved of management responsibility as a result of a complete centralization
of management in the consolidated Lakshmi.
Think Consolidated, Act Local Management. The Company plans to provide strategic
oversight and guidance with respect to acquisitions, financing, marketing, and
operations. At the same time, managers of acquired companies will be responsible
for the day-to-day operations of each of the acquired companies. As part of its
Think Consolidated, Act Local management strategy, the Company intends to foster
a culture of cooperation and teamwork that emphasizes dissemination of "best
practices" among its local or acquired management teams. The Company believes
that this decentralized management philosophy results in better customer service
by allowing local management the flexibility to implement policies and make
decisions based upon the needs and desires of local customers and the context of
local market conditions. The decentralized sales and customer contact also
facilitates the retention of historical customers of the acquired companies.
Local Business Identity, Management and Sales Organization. The corporate
democracy approach to consolidation permits the Company to capitalize on the
strength of the owner/operator's connection to his locality, region, or
community by maintaining the original name of the acquired company in the given
geographic location. This contrasts with other consolidation approaches which
often eliminate the local name of the acquired company and replace it with a
single or "national" business name. The Company believes that many customers
purchase products and services based upon long-term commercial relationships.
The Company believes that corporate democracy best preserves the business
customer relationships by, in most circumstances, retaining the management,
sales organizations, and brand name identity of acquired companies and
minimizing operational changes that adversely affect the customer.
8
<PAGE>
Use of Stock as Currency and Incentive Compensation. The Company intends to
structure many of its acquisitions using the Company's stock as currency. This
use of stock as acquisition currency, coupled with the retention of experienced
owner/operators and established sales organizations, creates a high percentage
of employee ownership and strong incentives for good performance. The Company
believes that this stock ownership plan, in conjunction with the implementation
of incentive compensation programs geared to specific performance goals, will
help to align the objectives of the acquired companies managers and employees
with those of the Company's stockholders.
Achieve Operating Efficiencies. The Company believes that it will be able to
achieve certain operating efficiencies and synergies among its acquired
companies. Such operating efficiencies include:
Combining Administrative Functions. The Company will seek to institute a
Company-wide management information system and to combine at the corporate level
certain administrative functions, such as financial reporting and finance,
insurance, employee benefits, and legal support.
Using Hub and Spoke System to Eliminate Redundant Facilities and Service. The
hub and spoke strategy involves using larger, established, high-quality company
in a targeted geographic area into which the facilities and operations of local,
smaller acquired companies, or "spokes", are folded, allowing the elimination of
redundant facilities and reducing overhead.
Implementing Strategic Marketing and Cross-Functional Selling. The Company
believes that, with respect to certain vertical functions in the target and
related industries that may be consolidated by the Company, it may achieve
certain efficiencies through strategic marketing plans to be shared by acquired
companies as well as selling products and services that are not part of the
company or its consolidated operating companies. These synergies of strategic
marketing and outselling may allow additional services to be provided or goods
to be sold, resulting in additional revenues for the Company. These synergies
may also provide broader geographic sales and service reach for each of the
acquired companies, increasing the customer base of the acquired companies.
Competition
The markets for Internet and electronic commerce professional services are
relatively new, intensely competitive, quickly evolving and subject to rapid
technological change. The Company expects competition to continue and intensify
in the foreseeable future.
9
<PAGE>
Lakshmi expects that its competitors will fall into five major categories:
(1) Internet professional services providers, such as Agency.com, AppNet, iXL,
Proxicom, Razorfish, Scient, Think New Ideas, US Interactive, USWeb/CKS and
Viant;
(1) large information technology consulting services providers, such as Andersen
Consulting, Cambridge Technology Partners, CSC, EDS, IBM, and Sapient;
(1) interactive advertising agencies, such as Darwin Digital, Giant Step,
Grey Interactive, Modem Media, Poppe Tyson and Thunderhouse;
(1) electronic commerce software and service providers, such as BroadVision,
Harbinger, Open Market and Sterling Commerce; and Internet access and
value-added service providers, such as Abovenet, Exodus and Frontier/ Global.
The Company believes it can distinguish itself from its competitors by offering
its clients end-to-end Internet and electronic commerce solutions. Additionally,
Lakshmi believes it can compete effectively on the basis of a comprehensive
range of services, technical expertise, creative talent, brand or name
recognition and the speed, reliability and price of the services to be provided.
However, some of the Company's anticipated competitors have already begun to
offer a variety of Internet and electronic commerce professional services or
have begun their own consolidations and acquisitions, rather than specialize in
one particular area, and several others have announced their intention to do so.
These companies may continue to expand their operations so that they offer a
full range of business-to-business and business-to-consumer Internet and
electronic commerce professional services and products.
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
RESULTS OF OPERATIONS
The following discussion and analysis below should be read in
conjunction with the financial statements, including the notes thereto,
appearing elsewhere in this Registration Statement. For the period since
inception (May 9, 1997) through June 30, 1999, during the Company's development
stage, the Company has a positive cash balance of $12.00 and has generated a net
loss of ($19,988).
10
<PAGE>
FINANCIAL CONDITION AND LIQUIDITY
The Company has limited liquidity and has an ongoing need to finance
its activities. To date, the Company currently has funded these cash
requirements by offering and selling its Common Stock, and has issued 750,000
shares of Common Stock for net proceeds of $20,010.00
ITEM 3. DESCRIPTION OF PROPERTIES
The Company's executive and administrative offices are located at 4275
Executive Square Suite 1100, La Jolla, California, 92037. Except for one month's
payment, the Company pays no rent for use of the office and does not believe
that it will require any additional office space in the foreseeable future in
order to carry out its plan of operations described herein. Such shareholder has
agreed to continue this arrangement until the Company completes an acquisition
or merger.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock as of the date hereof by (i) each person
known by the Company to be the beneficial owner of more than five percent of its
Common Stock; (ii) each director; (iii) each executive officer listed in the
Summary Compensation Table in Item 6 of this Form 10; and (iv) all directors and
executive officers as a group. Unless otherwise indicted, each of the following
stockholders has sole voting and investment power with respect to the shares
beneficially owned, except to the extent that such authority is shared by
spouses under applicable law.
Amount of Percentage of
Name and Address of Beneficial Outstanding
Beneficial Owner (1) Ownership Shares
- ------------------- ---------- -------------
Appletree Investment Company, Ltd 750,000(2) 100.00%
PageOne Business Productions, LLC 562,500 75.00%
Timothy Hipsher 0 -
Laurie Scheer 0 -
James Walters 562,500(3) 75.00%
All officers and directors as a group 562,500(3) 75.00%
(3 persons)
11
<PAGE>
- ------------------------
(1) Unless otherwise indicated, the address of each beneficial owner is in the
care of Lakshmi Enterprises, Inc., 4275 Executive Square Suite 1100, La
Jolla, CA 92037.
(2) Consists of 187,500 shares held of record by Appletree Investment Company,
Ltd., an Isle of Man corporation, and 562,500 shares held of record by
PageOne Business Productions, LLC, a Delaware limited liability company, of
which Appletree is a managing member.
(3) Consists solely of 562,500 shares of common stock held by PageOne Business
Productions, LLC, a Delaware limited liability company, of which Mr.
Walters is a managing member.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The names of the directors and executive officers of the Company, as
well as their respective ages and positions with the Company, are as follows:
Name Age Position
Timothy Hipsher 44 Director, President
Laurie Scheer 34 Director, Vice President and
Secretary
James F. Walters 45 Director, Treasurer and Chief
Financial Officer
Timothy Hipsher has been the President of the Company since April 1999.
From April 1995, Mr. Hipsher has served as a Partner of Rubicon Capital Corp, a
merchant bank focused on small to mid-cap technology companies. From April 1996
to January 1997, Mr. Hipsher served as a consultant with Webcentric
Communications, Inc., an Internet telecommunications company providing creative
audio and video conferencing solutions; from January 1994 to July 1995, he
served as a Director of Cranefield International, Inc., a Canadian-based
forestry products company employing innovative and sustainable development in
South and Central America; from March 1993 to May 1996, he served as a Director
of Lodestar Explorations Inc., a mining exploration company developing
properties in North and South America; from January 1992 to January 1994, he
served as Vice President of AFF Automated Fast Foods Ltd., a robotics technology
company specializing in the delivery and preparation of food for the vending
industry; from July 1991 to January 1993, he served as a Director of Infinicom
International Corp., a company specializing in the production of infomercial
sales campaigns; from January 1990 to May 1991, he served as a Director of
Protech Enviro Solutions, Corp., a manufacturer of collection and recycling
equipment for toxic chemicals used in the dry cleaning business; from October
1988 to January 1990, he served as a Vice President and Director of Foxx
Petroleum Products, Inc., a company packaging and distributing petroleum
products to gasoline retailers; and from January 1988 to January 1989, he served
as a Director of Soil Technologies, Inc., a manufacturer of Bio-Tech organism
used to promote growth in agricultural applications.
Mr. Hipsher received his B.S. degree in Economics from the University of
Illinois in 1971, and formerly was a securities licensee.
12
<PAGE>
Laurie Scheer has served as the Director, Vice President and Secretary of
the Company since its inception. Prior to that, she served as a business
consultant to various U.S. corporations.
James F. Walters has served as the Treasurer and Chief Financial Officer of
the Company since its inception. Mr. Walters joined Kellogg & Andelson as an
accountant in 1976, was elected a partner in 1980, was promoted to Managing
Partner in 1984, and elected Chairman of the Board of Kellogg & Andelson
Accountancy Corporation in 1995. As Chairman, Mr. Walters is currently
responsible for the overall management of the 80-person firm. Mr. Walters has
assisted the firm's clients in connection with the preparation of their initial
public offerings, private finance, merger, acquisition and restructuring
strategies. He continues to be an active consultant in the many phases of client
business operations, such as operational control systems, general management and
capital funding, servicing middle market companies in many different industries,
including aerospace, mail order, entertainment, high tech, retail,
import/export, graphic design, business management, plastics and publishing.
Mr. Walters previously served as a member of the Board of Directors of
Kistler Aerospace, a manufacturer of reusable rockets that deliver satellites
into orbit, and was instrumental in the initial financing of that company. Mr.
Walters also serves as a member of the Board of Directors of California Fitnuts,
Inc., a start-up company which produces, through a patented process, nuts that
have 50% less fat. In addition, Mr. Walters has founded, owned and managed
companies in the commercial photography, corporate events, auto repair and
concrete molding industries.
Mr. Walters received an M.B.A. degree from Pepperdine University (Malibu,
California) in 1981, and a B.S. degree in Accounting from California State
University, Northridge (CSUN) in 1976.
Directors of the Company are elected annually by the stockholders of the
Company to serve for a term of one year or until their successors are duly
elected and qualified. Officers serve at the pleasure of the Board of Directors
subject to any rights under employment agreements. All directors will receive
reimbursement of reasonable out-of-pocket expenses incurred in connection with
meetings of the Board. No other compensation is, or will be, paid to directors
for services rendered as directors. From the Company's inception to the date of
this filing, there have been no meetings of the Company's Board of Directors.
Other actions of the Company's Board of Directors were taken pursuant to
unanimous written consents. There are no family relationships between any
directors or officers of the Company.
13
<PAGE>
ITEM 6. EXECUTIVE COMPENSATION
Consistent with our present policy, no director or executive officer of
Lakshmi receives compensation for services rendered to the company. Payment will
occur at such time as proceeds are available through financing and sufficient
cash flow. However, such persons are entitled to be reimbursed for expenses
incurred by them in pursuit of Lakshmi's business objectives.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUE
The Company does not have any officer or director stock option plan.
The Company intends to incorporate one after a public offering.
The Company does not have an employee stock option plan. (ESOP). The Company
intends to incorporate one after a public offering.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation Long Term Compensation
---------------------------------------------- ------------------------------------------------
(a) (b) (c) (d) (e) (f) g) (h) (i)
Other Restricted
Annual Stock Options LTIP All Other
Position Year Salary ($) Bonuses($) Compensation Awards SARs Payouts ($) Compensation
- -------- ---- ---------- ---------- ------------ ---------- ------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
None
</TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
There were no option/SAR Grants in the last fiscal year.
COMPENSATION OF DIRECTORS
The Company's directors serve without compensation.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
14
<PAGE>
ITEM 8. DESCRIPTION OF SECURITIES
Lakshmi's Restated Certificate of Incorporation provides for an
authorized capital stock of 100,000,000 shares of Common Stock, $.001 par value
(the "Common Stock"), and 8,000,000 shares of Preferred Stock, $.001 par value
(the "Preferred Stock"). At June 30, 1999, the Company had 750,000 shares of
Common Stock issued and outstanding. At such date, there were no shares of
Preferred Stock issued and outstanding.
COMMON STOCK
Each share of Common Stock entitles the holder thereof to one vote for
each share on all matters submitted to the stockholders. The Common Stock is not
subject to redemption or to liability for further calls. Holders of Common Stock
will be entitled to receive such dividends as may be declared by the Board of
Directors of the Company out of funds legally available therefor and to share
pro rata in any distribution to stockholders. The stockholders have no
conversion, preemptive or other subscription rights. Shares of authorized and
unissued Common Stock are issuable by the Board of Directors without any further
stockholder approval.
PREFERRED STOCK
The Board of Directors is authorized, without further action by the
stockholders, to issue from time to time shares of Preferred Stock in one or
more classes or series and to fix the designations, voting rights, liquidation
preferences, dividend rights, conversion rights, rights and terms of redemption
(including sinking fund provisions) and certain other rights and preferences of
the Preferred Stock. The issuance of shares of Preferred Stock under certain
circumstances could adversely affect the voting power of the holders of Common
Stock and may have the effect of delaying, deferring or preventing a change in
control of the Company. As of the date of this Prospectus, the Company has no
plan or arrangement for the issuance of any shares of Preferred Stock.
TRANSFER AGENT
The Company has appointed American Securities Transfer and Trust as the transfer
agent and registrar of the Common Stock.
15
<PAGE>
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON
EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock is not presently traded on an established
public trading market.
Following the filing on this Form 10, the Company anticipates that it
will submit its Common Stock for listing on the OTC Electronic Bulletin Board.
The number of record holders of the Company's Common Stock as of June
30, 1999 was two, inclusive of those brokerage firms and/or clearing houses
holding the Company's common shares for their clientele (with each such
brokerage house and/or clearing house being considered as one holder). The
aggregate number of shares of Common Stock outstanding as of June 30, 1999 was
750,000.
The Company has not declared or paid any cash dividends on its Common
Stock and does not intend to declare any dividends in the foreseeable future.
The payment of dividends, if any, is within the discretion of the Board of
Directors and will depend on the Company's earnings, if any, its capital
requirements and financial condition, and such other factors as the Board of
Directors may consider. In addition, if the Company is able to negotiate new
credit facilities, such facilities may include restrictions on the Company's
ability to pay dividends.
ITEM 2. LEGAL PROCEEDINGS
There are no pending legal proceedings to which the Company is a party
or to which any of the Company's assets or properties are subject.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
Weinberg & Company, P.A., Certified Public Accountants ("Weinberg"),
has served as the Company's principal accountant since inception. There were no
accounting or auditing disagreements between the Company and Weinberg.
16
<PAGE>
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
In June 1997 and in April 1999, the Company issued unregistered
securities to the initial shareholders of the Company resulting in the issuance
and delivery of 1,500 shares and 500 shares of the Company's Common Stock to
PageOne Business Productions, LLC, and Appletree Investment Company, Ltd.,
respectively. Such securities were issued for aggregate consideration totalling
$20,010 pursuant to the exemptions from registration provided under the Delaware
General Corporation Law and the exemption provided by Section 4(2) of the
Securities Act of 1933, as amended, for issuances of securities not involving
any public offering.
The following table sets forth the names of the recipients and amounts
received in connection with said transactions:
Number of Shares of
Name of Stockholder Common Stock Acquired
------------------- ---------------------
PageOne Business 1,500
Productions, LLC
Appletree Investment 500
Company, Ltd.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation provides that, except to the
extent prohibited by the Delaware General Corporation Law (the "DGCL"), its
directors shall not be personally liable to the Company or its stockholders for
monetary damages for any breach of fiduciary duty as directors of the Company.
Under Delaware law, the directors have fiduciary duties to the Company that are
not eliminated by this provision of the Certificate of Incorporation and, in
appropriate circumstances, equitable remedies such as injunctive or other forms
of non-monetary relief will remain available. In addition, each director will
continue to be subject to liability under Delaware law for breach of the
director's duty of loyalty to the Company for acts or omissions that are found
by a court of competent jurisdiction to be not in good faith or involving
intentional misconduct, for knowing violations of law, for action leading to
improper personal benefit to the director and for payment of dividends or
approval of stock repurchases or redemptions that are prohibited by Delaware
law. This provision also does not affect the director's responsibilities under
any other laws, such as the federal securities laws or state or federal
environmental laws. In addition, the Company intends to maintain liability
insurance for its officers and directors.
17
<PAGE>
Section 145 of the DGCL permits the Company to, and the Certificate of
Incorporation provides that the Company may, indemnify each person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was, or has agreed to
become, a director or officer of the Company, or is or was serving, or has
agreed to serve, at the request of the Company, as a director, officer or
trustee of, or in a similar capacity with, another corporation, partnership,
joint venture, trust or other Lakshmis (including any employee benefit plan), or
by reason of any action alleged to have been taken or omitted in such capacity,
against all expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him or on his behalf in
connection with such action, suit or proceeding and any appeal therefrom. Such
right of indemnification shall inure to such individuals whether or not the
claim asserted is based on matters that antedate the adoption of the Certificate
of Incorporation. Such right of indemnification shall continue as to a person
who has ceased to be a director or officer and shall inure to the benefit of the
heirs and personal representatives of such a person. The indemnification
provided by the Certificate of Incorporation shall not be deemed exclusive of
any other rights that may be provided now or in the future under any provision
currently in effect or hereafter adopted by the Certificate of Incorporation, by
any agreement, by vote of stockholders, by resolution of directors, by provision
of law or otherwise. Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors of the Company pursuant to the
foregoing provision, or otherwise, the Company has been advised that 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.
Section 102(b)(7) of the DGCL permits a corporation to eliminate or
limit the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided that such provision shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL relating to unlawful dividends, stock purchases or
redemptions or (iv) for any transaction from which the director derived an
improper personal benefit. Section 102(b)(7) of the DGCL is designed, among
other things, to encourage qualified individuals to serve as directors of
Delaware corporations. The Company believes this provision will assist it in
securing the services of qualified directors who are not employees of the
Company. This provision has no effect on the availability of equitable remedies,
such as injunction or rescission. If equitable remedies are found not to be
available to stockholders in any particular case, stockholders may not have any
effective remedy against actions taken by directors that constitute negligence
or gross negligence.
18
<PAGE>
PART F/S
LAKSHMI ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
PAGE 1 INDEPENDENT AUDITORS' REPORT
PAGE 2 BALANCE SHEET AS OF DECEMBER 31, 1999
PAGE 3 STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1999
AND FOR THE PERIOD FROM MAY 9, 1997 (INCEPTION) TO
DECEMBER 31, 1999
PAGE 4 STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY FOR THE
PERIOD FROM MAY 9, 1997 (INCEPTION) TO DECEMBER 31, 1999
PAGE 5 STATEMENT OF CASH FLOW FOR THE YEAR ENDED DECEMBER 31, 1999
AND FOR THE PERIOD FROM MAY 9, 1997 (INCEPTION) TO
DECEMBER 31, 1999
PAGES 6 - 8 NOTES TO FINANCIAL STATEMENTS
19
<PAGE>
AUDITOR'S REPORT
To the Board of Directors of:
Lakshmi Enterprises, Inc.
We have audited the accompanying balance sheet of Lakshmi Enterprises, Inc. (a
Development Stage Company) as of December 31, 1999 and the related statements of
operations, changes in stockholders' deficiency and cash flows for the year then
ended and for the period from May 9, 1997 (inception) to December 31, 1999.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit 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 audit provides 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 Lakshmi Enterprises, Inc. (a
development stage company) for the year ended December 31, 1999, and the results
of its operations and its cash flows for the year then ended and for the period
from May 9, 1997 (inception) to December 31, 1999, in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 4 to the
financial statements, the Company is a development stage company without
operations and has an operating loss of $27,549 and a working capital deficiency
of $7,539. These factors raise substantial doubt about its ability to continue
as a going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
WEINBERG & COMPANY, P.A.
Boca Raton, Florida
February 7, 2000
F/S-1
<PAGE>
LAKSHMI ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1999
4
ASSETS
CURRENT ASSETS
Cash $ -
TOTAL ASSETS $ -
- ------------ =============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
LIABILITIES $ -
Loan payable to principal stockholder 7,539
-----------
STOCKHOLDERS' DEFICIENCY
Preferred stock, $0.001 par value, 8,000,000
share authorized, none issued and outstanding -
Common stock, $0.001 par value, 100,000,000
shares authorized, 750,000 issued and outstanding 750
Additional paid-in capital 19,260
Accumulated deficit during development stage (27,549)
-----------
TOTAL STOCKHOLDERS' DEFICIENCY (7,539)
-----------
TOTAL LIABILITIES AND STOCKHOLDERS'
- ------------------------------------
DEFICIENCY $ -
- ---------- ===========
See accompanying notes to financial statements
F/S-2
<PAGE>
LAKSHMI ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
YEAR ENDED MAY 9, 1997
DECEMBER 31, (INCEPTION) TO
1999 DECEMBER 31, 1999
------------- -----------------
REVENUES $ - $ -
------------- -----------------
EXPENSES
Accounting fees 4,000 4,000
Bank charges 161 161
Consulting fees 13,888 13,888
Legal fees 7,250 7,250
Rent 1,500 1,500
Stock transfer fee 750 750
------------- -----------------
NET LOSS $ (27,549) $ (27,549)
- -------- ============= =================
Net loss per share - basic and
diluted $ (0.04) $ (0.06)
============= ================
Weighted average number of shares
outstanding during the period -
basic and diluted 652,397 483,289
============== ===============
See accompanying notes to financial statements
F/S-3
<PAGE>
LAKSHMI ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
FOR THE PERIOD FROM MAY 9, 1997 (INCEPTION) TO DECEMBER 31, 1999
<TABLE>
<CAPTION>
ACCUMULATED
DEFICIT
ADDITIONAL DURING
COMMON STOCK PAID-IN DEVELOPMENT
SHARES AMOUNT CAPITAL STAGE TOTAL
-------- --------- ----------- -------------- -------------
<S> <C> <C> <C> <C> <C>
Common stock issued for cash 375,000 $ 375 $ (365) $ - 10
-------- --------- ----------- -------------- -------------
Balance, December 31, 1997 375,000 $ 375 $ (365) $ - 10
-------- --------- ----------- -------------- -------------
Balance, December 31, 1998 375,000 $ 375 $ (365) $ - 10
Common stock issued for cash 375,000 $ 375 $ 19,625 $ - 20,000
Net loss for the year ended
December 31, 1999 - - - (27,549) (27,549)
-------- --------- ----------- -------------- -------------
BALANCE, DECEMBER 31, 1999 750,000 $ 750 $ 19,260 $ (27,549) $ (7,539)
- -------------------------- ======== ========= =========== ============== =============
</TABLE>
See accompanying notes to financial statements
F/S-4
<PAGE>
LAKSHMI ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
MAY 9, 1999
YEAR ENDED (INCEPTION) TO
DECEMBER DECEMBER 31,
31, 1999 1999
------------ --------------
Cash flows from operating activities
Net loss $ (27,549) $ (27,549)
Decrease in accounts receivable 10 10
------------ --------------
Net cash used in operating activities (27,539) (27,539)
Cash flows from financing activities
Proceeds from issuance of common stock 20,000 20,000
Loan proceeds from principal
stockholder 7,539 7,539
------------ --------------
Net cash provided by financing
activities 27,539 27,539
------------ --------------
NET INCREASE IN CASH - -
CASH AND CASH EQUIVALENTS -
BEGINNING - -
------------ --------------
CASH AND CASH EQUIVALENTS -
ENDING $ - $ -
============ ==============
See accompanying notes to financial statements
F/S-5
<PAGE>
LAKSHMI ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ------- ------------------------------------------
(A) Organization and Description of Business
Lakshmi Enterprises, Inc. (a development stage company) (the
"Company") was incorporated in the State of Delaware on May 9,
1997 to serve as a vehicle to effect a merger, exchange of
capital stock, asset acquisition or other business combination.
At December 31, 1999, the Company had not yet commenced any
formal business operations, and all activity to date relates to
the Company's formation and fund raising,
The Company's ability to commence operations is contingent upon
its ability to identify a prospective target business and raise
the additional capital it will require through the issuance of
equity securities, debt securities, bank borrowings or a
combination thereof.
(B) Use of Estimates
In preparing financial statements in conformity with generally
accepted accounting principles, management is required to make
estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets
and liabilities at the date of the financial statements and
revenues and expenses during the reported period. Actual results
could differ from those estimates.
(C) Cash and Cash Equivalents
For purposes of the cash flow statements, the Company considers
all highly liquid investments with original maturities of three
months or less at time of purchase to be cash equivalents.
F/S-6
<PAGE>
LAKSHMI ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
- ------- ------------------------------------------
(D) Income Taxes
The Company accounts for income taxes under the Financial
Accounting Standards Board Statement of Financial Accounting
Standards No. 109. "Accounting for Income Taxes" ("Statement
No.109"). Under Statement No. 109, deferred tax assets and
liabilities are recognized for the future tax consequences
attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their
respective tax basis. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are
expected to be recovered or settled. Under Statement 109, the
effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the
enactment date. There was no current income tax expense due to
the Company's operating losses. The deferred tax asset of
approximately $4,140 arising from the Company's net operating
loss carryforward at December 31, 1999 has been fully offset by a
valuation allowance.
(E) Earnings Per Share
Net loss per common share for the year ended December 31, 1999
and for the period from May 9, 1997 (inception) to December 31,
1999 is computed based upon the weighted average common shares
outstanding as defined by Financial Accounting Standards No. 128
"Earnings Per Share". There were no common stock equivalents
outstanding at December 31, 1999.
NOTE 2 LOAN PAYABLE TO PRINCIPAL STOCKHOLDER
- ------- -------------------------------------
The loan payable to principal stockholder is a non-interest-bearing
loan payable to PageOne Business Productions, LLC. The amount is due
and payable on demand.
NOTE 3 STOCKHOLDERS' EQUITY
- ------- --------------------
The Company was originally authorized to issue 2,000 shares of common
stock at no par value. The Company issued 500 and 1,500 shares to
AppleTree Investment Company, Ltd. and PageOne Business Productions,
LLC, respectively.
F/S-7
<PAGE>
LAKSHMI ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
NOTE 3 STOCKHOLDERS' EQUITY (Continued)
- ------- --------------------
Management subsequently filed an amendment to the articles of
incorporation with the State of Delaware, which increases the number
of authorized common shares to 100,000,000, effected a 375 to 1 split
of the 2000 previously issued common shares and created 8,000,000
authorized shares of preferred stock, of which the issuance, rights
and other terms are to be determined by the Company's Board of
Directors. In addition, the par value of the common stock was changed
to $0.001 per share and the par value of the new preferred stock was
set at $0.001 per share.
The financial statements at December 31, 1999 give retroactive effect
to common stock split, new authorized share amounts, and par values
enumerated in the amended certificate of incorporation.
NOTE 4 GOING CONCERN
- ------- -------------
As reflected in the accompanying financial statements, the Company had
a net loss of $27,549, a working capital deficiency of $7,539 and has
not generated any revenues since it does not yet have an operating
business. The ability of the Company to continue as a going concern is
dependant on the Company's ability to raise additional capital and
implement its business plan. The financial statements do not include
any adjustments that might be necessary if the Company is unable to
continue as a going concern.
The Company intends to serve as a vehicle to effect a merger, exchange
of capital stock, asset acquisition, or other business combination.
Management believes that actions presently being taken provide the
opportunity for the Company to continue as a going concern.
F/S-8
<PAGE>
PART III
ITEM 1. INDEX TO EXHIBITS
Exhibit No. Description
3.1 Certificate of Incorporation *
3.2 Restated Certificate of Incorporation *
3.3 Bylaws *
27 Financial Data Schedule
* previously filed
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Company has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
LAKSHMI ENTERPRISES, INC.,
Amendment No. 1 By: /s/ Timothy Hipsher
February 3, 2000 ------------------------------------
Timothy Hipsher, President
20
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-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> 7,539
<BONDS> 0
0
0
<COMMON> 750
<OTHER-SE> (8,289)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 27,549
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (27,549)
<INCOME-TAX> 0
<INCOME-CONTINUING> (27,549)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (27,549)
<EPS-BASIC> (0.04)
<EPS-DILUTED> (0.04)
</TABLE>
