UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C., 20549
Form 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 24, 2000
Commission file number 000-28697
PRESIDENTS TELECOM, INC.
(Exact name of registrant as specified in charter)
Nevada 94-3342064
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
460-1301 Dove St.
Newport Beach, California 92660
(Address of Principal Executive Office) (Zip Code)
(604) 469-6957
(Registrant's Executive Office Telephone Number)
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On March 7. 2000 the Company executed a Rescission Agreement with HIV-
VAC, Inc. to rescind the transaction filed in a Form 8-K on February 23,
2000. On February 23, 2000 Debra Nicholson resigned as President, Secretary,
Treasurer and Director and Anthony N. DeMint became Sole Director, President,
Secretary, Treasurer and the only stockholder of record.
Pursuant to an Acquisition Agreement and Plan of Merger (the "Merger
Agreement") dated as of March 15, 2000 between Presidents Telecom, Inc.,
("PTI"), a Nevada corporation, and Central America Fuel Technology, Inc.
("CAFT"), a Nevada corporation, all the outstanding shares of common stock of
CAFT were exchanged for 5,000 shares of 144 restricted common stock of PTI in
a transaction in which PTI was the successor corporation.
A copy of the Merger Agreement and Certificate of Merger are filed as
exhibits to this Form 8-K and are incorporated in their entirety herein.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
The consideration exchanged pursuant to the Merger Agreement was
negotiated between PTI and CAFT
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
Not applicable.
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
On February 23, 2000 Debra Nicholson resigned as President, Secretary,
Treasurer and Sole Director and Anthony N. DeMint became Sole Director,
President, Secretary and Treasurer.
Pursuant to the merger the Officers and Directors of PTI, the successor
corporation, will remain the same.
ITEM 7. FINANCIAL STATEMENTS
Attached are audited financials for December 31, 1998, 1997, 1996 and
unaudited financials for the ten months ending October 31, 1999. Please see
Exhibits 1.4 and 1.5.
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
EXHIBITS
1.1 Agreement and Plan of Merger between Presidents Telecom, Inc. and
Central America Fuel Technology, Inc.
1.2 Certificate of Merger between Presidents Telecom, Inc. and Central
America Fuel Technology, Inc.
1.3 Unanimous consent of Stockholder
1.4* Audited Financials for December 31, 1998, 1997, 1996
1.5* Unaudited Financials for the ten months ending October 31, 1999.
______
*Filed herewith
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.
PRESIDENTS TELECOM, INC.
By/s/ Alexander Anderson
Alexander Anderson, President
Date: March 24, 2000
INDEPENDENT AUDITORS' REPORT
Board of Directors October 14, 1999
Dimension House, Inc.
Newport Beach, California
I have audited the accompanying Balance Sheets of Dimension House, Inc.
(Formerly Balcor International), Formerly Energy Realty Corp.), (A
Development Stage Company), as of December 31, 1998, December 31, 1997, and
December 31, 1996, and the related statements of operations, stockholders'
equity and cash flows for the three years ended December 31, 1998, December
31, 1997, and December 31, 1996. These financial statements are the
responsibility of the Company's management. My responsibility is to express
an opinion on these financial statements based on my audit.
I conducted my 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. I believe that my audit provides a
reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Dimension House,
Inc., (Formerly Balcor International), (Formerly Energy Realty Corp.), (A
Development Stage Company), as of December 31, 1998, December 31, 1997, and
December 31, 1996, and the results of its operations and cash flows for the
three years ended December 31, 1998, December 31, 1997, and December 31,
1996, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note #3 to the
financial statements, the Company has no established source of revenue. This
raises substantial doubt about its ability to continue as a going concern.
Management's plan in regard to these matters are also described in Note #3.
The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
/s/ Barry Friedman
Barry L. Friedman
Certified Public Accountant
<PAGE>
<TABLE>
DIMENSION HOUSE, INC.
(FORMERLY BALCOR INTERNATIONAL)
(FORMERLY ENERGY REALTY CORP.)
(A Development Stage Company)
BALANCE SHEET
ASSETS
December December December
31, 1998 31, 1997 31, 1996
<S> <C> <C> <C>
CURRENT ASSETS $0 $0 $0
TOTAL CURRENT ASSETS $0 $0 $0
OTHER ASSETS $0 $0 $0
TOTAL OTHER ASSETS $0 $0 $0
TOTAL ASSETS $0 $0 $0
</TABLE>
<PAGE>
<TABLE>
DIMENSION HOUSE, INC.
(FORMERLY BALCOR INTERNATIONAL)
(FORMERLY ENERGY REALTY CORP.)
(A Development Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
December 31, December December
1998 31, 1997 31, 1996
<S> <C> <C> <C>
CURRENT LIABILITIES
Officer's Advances (Note #6) $1,450 $ 0 $ 0
TOTAL CURRENT LIABILITIES $1,450 $ 0 $ 0
STOCKHOLDERS' EQUITY (Note #1)
$1,000
Common stock, no par value,
Authorized 2,500 shares
Issued and outstanding at
December 31, 1996-2,500
shares
December 31, 1997-2,500 $1,000
shares
Common stock, par value, $ 125
$.0001
Authorized 100,000,000
shares
Issued and outstanding at
December 31, 1998-1,250,000
shares
Additional paid in Capital $ 875
Accumulated loss $(2,450) $(1,000) $ (1,000)
TOTAL STOCKHOLDERS' EQUITY $(1,450) $ 0 $ 0
TOTAL LIABILITIES AND $ 0 $ 0
STOCKHOLDERS' EQUITY $ 0
</TABLE>
<PAGE>
<TABLE>
DIMENSION HOUSE, INC.
(FORMERLY BALCOR INTERNATIONAL)
(FORMERLY ENERGY REALTY CORP.)
(A Development Stage Company)
STATEMENT OF OPERATIONS
Year Year Year May 4, 1987
Ended Ended Ended (inception)
Dec.31, Dec.31, Dec.31, to Dec. 31,
1998 1997 1996 1998
<S> <C> <C> <C> <C>
INCOME
Revenue $ 0 $ 0 $ 0 $ 0
EXPENSES
General, Selling $ 1,450 $ 0 $ 0 $ 2,450
And Administrative
Total Expenses $ 1,450 $ 0 $ 0 $ 2,450
Net Profit/Loss (-) $ (1,450) $ 0 $ 0 $ (2,450)
Net Profit/Loss (-) $ (.0012) $.0000 $.0000 $ (.0020)
Per weighted
Share (Note #1)
Weighted average number of 1,250,000 1,250,000 1,250,000 1,250,000
common shares outstanding
</TABLE>
<PAGE>
<TABLE>
DIMENSION HOUSE, INC.
(FORMERLY BALCOR INTERNATIONAL)
(FORMERLY ENERGY REALTY CORP.)
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Common Stock Additional Accumulated
Shares Amount Paid-in Deficit
Capital
<S> <C> <C> <C> <C>
Balance, 2,500 $ 1,000 $ 0 $ (1,000)
December 31, 1995
Net loss year $ 0
ended
December 31, 1996
Balance, 2,500 $ 1,000 $ 0 $ (1,000)
December 31, 1996
Net loss year $ 0
ended
December 31, 1997
Balance, 2,500 $ 1,000 $ 0 $ (1,000)
December 31, 1997
September 2, 1998 $(1,000) $ 1,000
Changed from no
par
Value to $.0001
September 2, 1998 1,247,500 $ 125 $ (125)
Forward stock
split
500:1
Net loss year $ (1,450)
ended
December 31, 1998
Balance, 1,250,000 $ 125 $ 875 $ (2,450)
December 31, 1998
</TABLE>
<PAGE>
<TABLE>
DIMENSION HOUSE, INC.
(FORMERLY BALCOR INTERNATIONAL)
(FORMERLY ENERGY REALTY CORP.)
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Year Ended Year Year May 4, 1987
Dec. 31, 1998 Ended Ended (inception)
Dec. 31, Dec. 31, to Dec. 31,
1997 1996 1998
<S> <C> <C> <C> <C>
Cash Flows from $(1,450) $ 0 $ 0 $ (2,450)
Operating Activities
Net Loss
Adjustment to reconcile 0 0 0 0
net loss to net cash
provided by operating
activities
Change in assets and
liabilities
Officers Advances $ 1,450 0 0 $ 1,450
Net cash used in $ 0 0 0 $ (1,000)
operating activities
Cash Flows from 0 0 0 0
investing activities
Cash Flows from 0 0 0 $ 1,000
Financing Activities
Issuance of common
stock for cash
Net increase (decrease) $ 0 $ 0 $ 0 $ 0
Cash, beginning of 0 0 0 0
period
Cash, end of period 0 0 0 0
</TABLE>
<PAGE>
DIMENSION HOUSE, INC.
(FORMERLY BALCOR INTERNATIONAL)
(FORMERLY ENERGY REALTY CORP.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1998, December 31, 1997, and December 31, 1996
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized May 4, 1987, under the laws of the State of
Nevada, as Energy Realty Corp. On July 31, 1992, the Company's name changed
to Balcor International. On December 18, 1998, the Company's name changed to
Dimension House, Inc. The company currently has no operations and, in
accordance with SFAS #7, is considered a development stage company.
On May 5, 1987, the company issued 2,500 shares of its no par value
common stock for $1,000.00 cash.
On September 2, 1998, the State of Nevada approved the Company's
restated Articles of Incorporation, which increased its capitalization from
2,500 shares of no par value stock to 25,000,000 common shares of $.0001 par
value.
On September 2, 1998, the Company forward split its common stock 500:1,
thus increasing the number of outstanding common shares form 2,5000 shares to
1,250,000 shares.
On December 18, 1998, the State of Nevada approved the Company's
restated Articles of Incorporation, which increased its capitalization from
25,000,000 common shares to 100,000,000 common shares. The par value
remained unchanged at $.0001.
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
Accounting policies and procedures have not been determined except as
follows:
1. The Company uses the accrual method of accounting.
2. Earnings per share is computed using the weighted average number of
common shares outstanding.
3. The Company has not yet adopted any policy remaining payment of
dividends. No dividends have been paid since inception.
<PAGE>
DIMENSION HOUSE, INC.
(FORMERLY BALCOR INTERNATIONAL)
(FORMERLY ENERGY REALTY CORP.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTSCONTINUED
December 31, 1998, December 31, 1997, and December 31, 1996
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the 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 Company has no
current source of revenue. Without realization of additional capital, it
would be unlikely for the Company to con tinue as a going concern. It is
management's plan to seek additional capital through a merger with and
existing operating company.
NOTE 4 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
shares of common stock.
NOTE 5 - RELATED PARTY TRANSACTION
The Company neither owns or leases any real or personal property.
Office services are provided without charge by a director. Such costs are
immaterial t the financial statements and, accordingly, have not been
reflected therein. The officers and directors of the Company are involved in
other business opportunities. If a specific business opportunity becomes
available, such persons may face a conflict in selecting between the Company
and their other business interests. The Company has not formulated a policy
for the resolution of such conflicts.
NOTE 6 - OFFICERS ADVANCES
While the Company is seeking additional capital through a merger with an
existing operating company, an officer of the Company has advanced funds on
behalf of the Company to pay for any costs incurred by it. These funds are
interest free.
NOTE 7 - SUBSEQUENT EVENT
Effective January 1, 1999, the Company forward split its common stock
8:1, thus increasing the number of outstanding common shares from 1,250,000
shares to 10,000,000 shares.
<TABLE>
PRESIDENTS TELECOM, INC.
(FORMERLY DIMENSION HOUSE, INC.)
(FORMERLY BALCOR INTERNATIONAL)
(FORMERLY ENERGY REALTY CORP.)
(A Development Stage Company)
BALANCE SHEET
ASSETS
October December
31, 1999 31, 1998
Unaudited Audited
<S> <C> <C>
CURRENT ASSETS
Cash $ 149,896 $ 0
Accounts and Notes $ 361,126 $ 0
Receivable
TOTAL CURRENT ASSETS $ 511,022 $0
FIXED ASSETS $0 $0
Satellite $ 131,035 $ 0
Telecom Equipment $ 84,339 $ 0
Computer Equipment $ 3,300 $ 0
Furniture $ 9,114 $ 0
TOTAL FIXED ASSETS $ 227,788 $0
TOTAL ASSETS $ 738,809 $0
</TABLE>
The accompanying notes are an integral part of these Financial Statements.
<PAGE>
<TABLE>
PRESIDENTS TELECOM, INC.
(FORMERLY DIMENSION HOUSE, INC.)
(FORMERLY BALCOR INTERNATIONAL)
(FORMERLY ENERGY REALTY CORP.)
(A Development Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
October December
31, 1999 31, 1998
Unaudited Audited
<S> <C> <C>
CURRENT LIABILITIES
Officer's Advances $1,450 $ 1,450
Loan Payable $ 40,560 $ 0
TOTAL CURRENT LIABILITIES $42,010 $1,450
STOCKHOLDERS' EQUITY
2,100 125
Common stock, 100,000,000
Authorized at $.001 par Value
Issued and outstanding at
October 31, 1999
And 10,000,000 shares at 710,749 875
December 31,1998 Paid in
Capital
Retained Earnings (Loss)
Net Income
Total Liabilities $738,708 $ 0
And Stockholders Equity
</TABLE>
The accompanying notes are an integral part of these Financial Statements.
<PAGE>
<TABLE>
PRESIDENTS TELECOM, INC.
(FORMERLY DIMENSION HOUSE, INC.)
(FORMERLY BALCOR INTERNATIONAL)
(FORMERLY ENERGY REALTY CORP.)
(A Development Stage Company)
STATEMENT OF OPERATIONS
Year Ended
Oct. 31, Dec.31,
1999 1998
Unaudited Audited
<S> <C> <C>
INCOME
Revenue $ 0 $ 0
EXPENSES
General, Selling $ 13,600 $ 1,450
And Administrative
Net Loss $ (1,450) $ 0
Net Profit/Loss (-) $ (.0006) $.0000
Per Share
Weighted average number of common 11,100,000 1,250,000
shares outstanding
</TABLE>
The accompanying notes are an integral part of these Financial Statements.
<PAGE>
<TABLE>
PRESIDENTS TELECOM, INC.
(FORMERLY DIMENSION HOUSE, INC.)
(FORMERLY BALCOR INTERNATIONAL)
(FORMERLY ENERGY REALTY CORP.)
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Additional Accumulated
Common Stock Paid-in Deficit
Shares Amount Capital
<S> <C> <C> <C> <C>
Balance, 2,500 $ 1,000 $ 0 $ 0
December 31, 1995
Net loss year ended 2,500 $ 1,000 $ 0 $ 0
December 31, 1996
Net loss year ended $ 0
December 31, 1997
Balance, 2,500 $ 1,000 $ 0 $ 0
December 31, 1997
September 2, 1998 $ 1,000
Changed from no par
Value to $.0001
September 2, 1998 1,247,500 $ 125
Forward stock split
500:1
Net loss year ended
December 31, 1998
Balance, 1,250,000 $ 125 $ 875 $ (2,450)
December 31, 1998
January 1, 1999 8,750,000 $1,000
Forward stock split
8:1
Stock issue 10,000,000 $ 1,000 710,749
October 2, 1999
Stock issue 1,000,000 $ 100 149,900
October 17, 1999
Net Loss 13,600
October 31, 1999
Balance 21,000,000 21,000 710,749
October 31, 1999
</TABLE>
The accompanying notes are an integral part of these Financial Statements.
<PAGE>
<TABLE>
PRESIDENTS TELECOM, INC.
(FORMERLY DIMENSION HOUSE, INC.)
(FORMERLY BALCOR INTERNATIONAL)
(FORMERLY ENERGY REALTY CORP.)
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Fro the
ten For the
months For the Years
ended Years ended May 4, 1987
Oct. 31, ended Dec. (inception)
1999 Dec. 31, 31, to Dec. 31,
Unaudited 1998 1997 1998
<S> <C> <C> <C> <C>
Cash Flows from $ 0 $ 0 $ 0 $ 0
Operating Activities
Net Loss
(Increase) accounts 0 0 0 0
receivable related
party
(Increase) in deposits
(Increase) loan $ 40,560 0 0 $ 40,560
payable
Cash Flows from 0 0 0 0
Investing activities
Investments Purchased 0 0 0 0
Purchase of Equipment $ 0 $ 0 $ 0 $ 0
Cash Flows from
Financing activities
Proceeds from Common 711,849 0 0 711,849
Stock
Cash at End of Period 118,738 118,738
</TABLE>
The accompanying notes are an integral part of these Financial Statements.
<PAGE>
PRESIDENTS TELECOM, INC.
(FORMERLY DIMENSION HOUSE, INC.)
(FORMERLY BALCOR INTERNATIONAL)
(FORMERLY ENERGY REALTY CORP.)
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
OCTOBER 31, 1999 AND DECMEBER 31, 1998
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized May 4, 1987, under the laws of the State of
Nevada, as Energy Realty Corp. On July 31, 1992, the Company's name changed
to Balcor International. On December 18, 1998, the Company's name changed to
Dimension House, Inc. The company currently has no operations and, in
accordance with SFAS #7, is considered a development stage company.
On May 5, 1987, the company issued 2,500 shares of its no par value
common stock for $1,000.00 cash.
On September 2, 1998, the State of Nevada approved the Company's
restated Articles of Incorporation, which increased its capitalization from
2,500 shares of no par value stock to 25,000,000 common shares of $.0001 par
value.
On September 2, 1998, the Company forward split its common stock 500:1,
thus increasing the number of outstanding common shares form 2,5000 shares to
1,250,000 shares.
On December 18, 1998, the State of Nevada approved the Company's
restated Articles of Incorporation, which increased its capitalization from
25,000,000 common shares to 100,000,000 common shares. The par value
remained unchanged at $.0001.
Effective January 1, 1999, the Company forwarded split its common stock
of a 8:1 basis bringing the outstanding shares to 10,000,000 shares.
On October 2, 1999 the Company entered into a purchase agreement to
acquire 100% of equity interest of Global E-Com, S.A., a Costa Rican
telecommunications company from E-Vegas.com, Inc., a Nevada corporation for
10,000,000 shares of authorized and unissued common stock.
On October 28, 1999 the corporate name was changed to Presidents
Telecom,Inc.
<PAGE>
PRESIDENTS TELECOM, INC.
(FORMERLY DIMENSION HOUSE, INC.)
(FORMERLY BALCOR INTERNATIONAL)
(FORMERLY ENERGY REALTY CORP.)
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
OCTOBER 31, 1999 AND DECMEBER 31, 1998
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
A. Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected December 31 year end.
B. Cash Equivilents
The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.
C. 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 he date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
D. Basic Loss per Common Share
Basic Loss per common share has been calculated based on the weighted average
number of shares of common stock outstanding during the period.
E. Income Taxes
No provision for federal income taxes has been made at October 31, 1999 due
to the accumulated operating losses.
The Company has accumulated approximately $13,600 of a net operating loss as
of October 31, 1999 which may be used to reduce taxable income and income
taxes in future years through 2014. The uses of these losses to reduce
future income taxes will depend in the generation of sufficient taxable prior
to the expiration of the net operating loss carryforwards.
In the event of certain changes in control of the Company there will be an
annual limitation on the amount of net operating loss carryforwards which can
be used. The potential tax benefits of the net operating
<PAGE>
PRESIDENTS TELECOM, INC.
(FORMERLY DIMENSION HOUSE, INC.)
(FORMERLY BALCOR INTERNATIONAL)
(FORMERLY ENERGY REALTY CORP.)
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
OCTOBER 31, 1999 AND DECMEBER 31, 1998
loss carryforwards have been offset by a valuation allowance of the same.
F. Fixed Assets
Fixed assets are stated at cost, less accumulated depreciation. Depreciation
is computed using the straight line method over the estimated useful lives of
the assets ranging from 3 to 5 years. Expenditures for property additions
and betterments are capitalized at cost. Maintenance and repairs are charged
to expense when incurred.
NOTE 3 - ACCOUNTS RECEIVABLE -RELATED PARTY
The Company has related party accounts receivable consisting of the
following at October 31, 1999.
E-Vegas.com, Inc. 30,000
Sglio XXI 13,000
Ansbacher 100,000
Allied Telecom 220,066
TOTAL 358,066
NOTE 4 - SHAREHOLDER LOAN
The Company has a note payable to a shareholder in the amount of $40,500
at October 31, 1999. The amount is non-interest bearing and due on demand.
NOTE 5 - COMMON STOCK
On October 15, 1999 the Company issued 10,000,000 shares of common stock
to E-Vegas, Inc., pursuant to a purchase agreement entered into October 2,
1999.
On October 17, 1999 the Company sold 1,000,000 shares of common stock
for $150,000 in cash.
NOTE 6 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles to a going concern which contemplates the realization
of assets and liquidation of liabilities in the normal course of business.
The
<PAGE>
PRESIDENTS TELECOM, INC.
(FORMERLY DIMENSION HOUSE, INC.)
(FORMERLY BALCOR INTERNATIONAL)
(FORMERLY ENERGY REALTY CORP.)
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
OCTOBER 31, 1999 AND DECMEBER 31, 1998
Company had not established revenues sufficient to cover its operating costs
and allow it to continue as a going concern. Management believes that the
company will soon be able to generate revenues sufficient to cover its
operating costs. Currently management is committed to covering all operating
and other costs until sufficient revenues are generated.
