U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1999
-----------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
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Commission File No. 0-28475
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Golden Soil, Inc.
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(Name of Small Business Issuer in its Charter)
Nevada 87-0635270
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(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
372 East 12600 South
Draper, Utah 84020
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(Address of Principal Executive Offices)
Issuer's Telephone Number: (801) 571-5252
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(Former Name or Former Address, if changed since last Report)
Securities Registered under Section 12(b) of the Exchange Act: None
Name of Each Exchange on Which Registered: None
Securities Registered under Section 12(g) of the Exchange Act: Common
Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Company was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
(1) Yes X No (2) Yes No X
--- --- --- ---
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Company's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]
State Issuer's revenues for its most recent fiscal year:
December 31, 1999 - $0.
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days.
April 14, 1999 - $475.00 There are approximately 475,000 shares of common
voting stock of the Company held by non-affiliates. Because there has been no
"public market" for the Company's common stock during the past five years, the
Company has arbitrarily valued these shares at par value of $0.001 per share.
(APPLICABLE ONLY TO CORPORATE ISSUERS)
State the number of shares outstanding of each of the Issuer's classes of
common equity, as of the latest practicable date:
March 15, 2000
675,000
DOCUMENTS INCORPORATED BY REFERENCE
A description of "Documents Incorporated by Reference" is contained in Item
13 of this Report.
Transitional Small Business Issuer Format Yes No X
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<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
------------------------
BUSINESS DEVELOPMENT.
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ORGANIZATION AND CHARTER AMENDMENTS.
-----------------------------------
Golden Soil, Inc., (the "Company") was incorporated under the laws of the
State of Nevada, on May 7, 1985 as Architronics. The purposes for which the
corporation was organized were to carry on any lawful business or businesses,
and to engage in any and every line of activity and business enterprises which
the Board of Directors may, from time to time, deem to be reasonably incident to
any of the objects or purposes above-named, or to be beneficial or helpful to
the interests of the corporation, and to do any and all of the matters and
things hereinabove set forth to the extent that natural persons might or could
do, and in any part of the world, either as persons, agents, contractors,
trustees or otherwise, alone or in the company of others. From 1985 until 1991
the Company was dormant and undertook no activities. Beginning in the Spring of
1991 the Company explored the option of entering into a joint venture to develop
a mining property in Mojave County, Arizona called the Chico Mines property. As
a part of these activities the Company, through the sale of its common stock,
raised funds to engage the services of an independent mining engineer to prepare
a report on the feasibility of the project. By mid 1992 it had been determined
that the project did not warrant any further investment. From that time until
1999 the Company's activities concentrated on maintaining its corporate
existence and looking for other opportunities for the Company. In June of 1999
new management was appointed, a shareholders' meeting was held, amendments to
the Company's Articles of Incorporation were approved, including changing the
Company's name to Golden Soil, Inc., and additional effort was made by new
management to make the Company a viable merger candidate. These efforts included
engaging the services of a certified Public Accounting firm to audit the
Company's financial statements, obtaining an Opinion of Counsel as to the
tradability of the Company's outstanding shares, preparation of the information
required by Rule 15c2-11, and applying to the OTC Bulletin Board for trading on
the medium.
By fall of 1999, no viable acquisitions or merger candidates had been
located for the Company and management became aware that the Company would be
required to register its shares under the Securities Exchange Act of 1934 in
order to maintain its stock on the OTC Bulletin Board. On December 9, 1999 the
Company sold 75,000 of its common stock to its president and 75,000 to its
secretary for $7,500 to raise the costs of filing the Form 10 registration. On
December 13, 1999 the Company filed a registration statement on Form 10SB which
became effective sixty days thereafter.
The Company had an initial authorized capital of 2500 shares of No par
value common stock. On June 14, 1999 the shareholders approved an amendment to
the Articles of Incorporation of The Company changing the authorized capital to
100,000,000 shares at a par value of $.001 and providing for a 200 to 1 share
forward split of the outstanding shares. The Articles of Amendment were filed
with the State of Nevada on June 28, 1999.
BUSINESS.
- ---------
Other than the above-referenced matters and seeking and investigating
potential assets, properties or businesses to acquire, the Company has had no
business operations since inception. To the extent that the Company
intends to continue to seek the acquisition of assets, property or
business that may benefit the Company and its stockholders, it is
essentially a corporate shell company. Because the Company has limited
assets and conducts no business, management anticipates that any such
acquisition would require it to issue shares of its common stock as the sole
consideration for the acquisition. This may result in substantial dilution of
the shares of current stockholders. The Company's Board of Directors shall
make the final determination whether to complete any such acquisition; the
approval of stockholders will not be sought unless required by applicable
laws, rules and regulations, its Articles of Incorporation or Bylaws, or
contract. The Company makes no assurance that any future enterprise will be
profitable or successful.
The Company is not currently engaging in any substantive business activity
and has no plans to engage in any such activity in the foreseeable future. In
its present form, the Company may be deemed to be a vehicle to acquire or merge
with a business or company. The Company does not intend to restrict its search
to any particular business or industry, and the areas in which it will seek out
acquisitions, reorganizations or mergers may include, but will not be limited
to, the fields of high technology, manufacturing, natural resources, service,
research and development, communications, transportation, insurance, brokerage,
finance and all medically related fields, among others. The Company recognizes
that the number of suitable potential business ventures that may be available to
it may be extremely limited, and may be restricted to entities who desire to
avoid what these entities may deem to be the adverse factors related to an
initial public offering ("IPO"). The most prevalent of these factors include
substantial time requirements, legal and accounting costs, the inability to
obtain an underwriter who is willing to publicly offer and sell shares, the lack
of or the inability to obtain the required financial statements for such an
undertaking, limitations on the amount of dilution to public investors in
comparison to the stockholders of any such entities, along with other conditions
or requirements imposed by various federal and state securities laws, rules and
regulations. Any of these types of entities, regardless of their prospects,
would require the Company to issue a substantial number of shares of its common
stock to complete any such acquisition, reorganization or merger, usually
amounting to between 80 and 95 percent of the outstanding shares of the Company
following the completion of any such transaction; accordingly, investments in
any such private entity, if available, would be much more favorable than any
investment in the Company.
In the event that the Company engages in any transaction resulting in a
change of control of the Company and/or the acquisition of a business, the
Company will be required to file with the Commission a Current Report on Form
8-K within 15 days of such transaction. A filing on Form 8-K also requires the
filing of audited financial statements of the business acquired, as well as pro
forma financial information consisting of a pro forma condensed balance sheet,
pro forma statements of income and accompanying explanatory notes.
Management intends to consider a number of factors prior to making any
decision as to whether to participate in any specific business endeavor, none of
which may be determinative or provide any assurance of success. These may
include, but will not be limited to an analysis of the quality of the entity's
management personnel; the anticipated acceptability of any new products or
marketing concepts; the merit of technological changes; its present financial
condition, projected growth potential and available technical, financial and
managerial resources; its working capital, history of operations and future
prospects; the nature of its present and expected competition; the quality and
experience of its management services and the depth of its management; its
potential for further research, development or exploration; risk factors
specifically related to its business operations; its potential for growth,
expansion and profit; the perceived public recognition or acceptance of its
products, services, trademarks and name identification; and numerous other
factors which are difficult, if not impossible, to properly or accurately
analyze, let alone describe or identify, without referring to specific objective
criteria.
Regardless, the results of operations of any specific entity may not
necessarily be indicative of what may occur in the future, by reason of changing
market strategies, plant or product expansion, changes in product emphasis,
future management personnel and changes in innumerable other factors. Further,
in the case of a new business venture or one that is in a research and
development mode, the risks will be substantial, and there will be no objective
criteria to examine the effectiveness or the abilities of its management or its
business objectives. Also, a firm market for its products or services may yet
need to be established, and with no past track record, the profitability of any
such entity will be unproven and cannot be predicted with any certainty.
Management will attempt to meet personally with management and key
personnel of the entity sponsoring any business opportunity afforded to the
Company, visit and inspect material facilities, obtain independent analysis or
verification of information provided and gathered, check references of
management and key personnel and conduct other reasonably prudent measures
calculated to ensure a reasonably thorough review of any particular business
opportunity; however, due to time constraints of management, these activities
may be limited.
The Company is unable to predict the time as to when and if it may actually
participate in any specific business endeavor. The Company anticipates that
proposed business ventures will be made available to it through personal
contacts of directors, executive officers and principal stockholders,
professional advisors, broker dealers in securities, venture capital personnel,
members of the financial community and others who may present unsolicited
proposals. In certain cases, the Company may agree to pay a finder's fee or to
otherwise compensate the persons who submit a potential business endeavor in
which the Company eventually participates. Such persons may include the
Company's directors, executive officers, beneficial owners or their affiliates.
In this event, such fees may become a factor in negotiations regarding a
potential acquisition and, accordingly, may present a conflict of interest for
such individuals.
Although the Company has not identified any potential acquisition target,
the possibility exists that the Company may acquire or merge with a business or
company in which the Company's executive officers, directors, beneficial owners
or their affiliates may have an ownership interest. Current Company policy does
not prohibit such transactions. Because no such transaction is currently
contemplated, it is impossible to estimate the potential pecuniary benefits to
these persons.
Further, substantial fees are often paid in connection with the completion
of these types of acquisitions, reorganizations or mergers, ranging from a small
amount to as much as $250,000. These fees are usually divided among promoters or
founders, after deduction of legal, accounting and other related expenses, and
it is not unusual for a portion of these fees to be paid to members of
management or to principal stockholders as consideration for their agreement to
retire a portion of the shares of common stock owned by them. In the event that
such fees are paid, they may become a factor in negotiations regarding any
potential acquisition by the Company and, accordingly, may present a conflict of
interest for such individuals.
PRINCIPAL PRODUCTS AND SERVICES.
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The limited business operations of the Company, as now contemplated,
involve those of a corporate shell company. The only activities to be conducted
by the Company are to manage its current limited assets and to seek out and
investigate the acquisition of any viable business opportunity by purchase and
exchange for securities of the Company or pursuant to a reorganization or merger
through which securities of the Company will be issued or exchanged.
DISTRIBUTION METHODS OF THE PRODUCTS OR SERVICES.
- -------------------------------------------------
Management will seek out and investigate business opportunities through
every reasonably available fashion, including personal contacts, professionals,
securities broker dealers, venture capital personnel, members of the financial
community and others who may present unsolicited proposals; the Company may also
advertise its availability as a vehicle to bring a company to the public market
through a "reverse" reorganization or merger.
STATUS OF ANY PUBLICLY ANNOUNCED NEW PRODUCT OR SERVICE.
- --------------------------------------------------------
None; not applicable.
COMPETITIVE BUSINESS CONDITIONS.
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Management believes that there are literally thousands of "blank check"
companies engaged in endeavors similar to those engaged in by the Company; many
of these companies have substantial current assets and cash reserves.
Competitors also include thousands of other publicly-held companies whose
business operations have proven unsuccessful, and whose only viable business
opportunity is that of providing a publicly-held vehicle through which a private
entity may have access to the public capital markets. There is no reasonable way
to predict the competitive position of the Company or any other entity in the
strata of these endeavors; however, the Company, having limited assets and cash
reserves, will no doubt be at a competitive disadvantage in competing with
entities which have recently completed IPO's, have significant cash resources
and have recent operating histories when compared with the complete lack of any
substantive operations by the Company for the past several years.
SOURCES AND AVAILABILITY OF RAW MATERIALS AND NAMES OF PRINCIPAL SUPPLIERS.
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None; not applicable.
DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS.
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None; not applicable.
PATENTS, TRADEMARKS, LICENSES, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS
OR LABOR CONTRACTS.
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None; not applicable.
NEED FOR ANY GOVERNMENTAL APPROVAL OF PRINCIPAL PRODUCTS OR SERVICES.
- ---------------------------------------------------------------------
Because the Company currently produces no products or services, it is not
presently subject to any governmental regulation in this regard. However, in the
event that the Company engages in a merger or acquisition transaction with an
entity that engages in such activities, it will become subject to all
governmental approval requirements to which the merged or acquired entity is
subject.
EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS ON BUSINESS.
- -------------------------------------------------------------------
The integrated disclosure system for small business issuers adopted by the
Commission in Release No. 34-30968 and effective as of August 13, 1992,
substantially modified the information and financial requirements of a "Small
Business Issuer," defined to be an issuer that has revenues of less than $25
million; is a U.S. or Canadian issuer; is not an investment company; and if a
majority-owned subsidiary, the parent is also a small business issuer; provided,
however, an entity is not a small business issuer if it has a public float (the
aggregate market value of the issuer's outstanding securities held by
non-affiliates) of $25 million or more.
The Commission, state securities commissions and the North American
Securities Administrators Association, Inc. ("NASAA") have expressed an interest
in adopting policies that will streamline the registration process and make it
easier for a small business issuer to have access to the public capital markets.
The present laws, rules and regulations designed to promote availability to the
small business issuer of these capital markets and similar laws, rules and
regulations that may be adopted in the future will substantially limit the
demand for "blank check" companies like the Company, and may make the use of
these companies obsolete.
RESEARCH AND DEVELOPMENT.
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None; not applicable.
COST AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS.
- -------------------------------------------------------
None; not applicable. However, environmental laws, rules and regulations
may have an adverse effect on any business venture viewed by the Company as an
attractive acquisition, reorganization or merger candidate, and these factors
may further limit the number of potential candidates available to the Company
for acquisition, reorganization or merger.
NUMBER OF EMPLOYEES.
- --------------------
None.
ITEM 2. DESCRIPTION OF PROPERTY.
-----------------------
The Company has no assets, property or business; its principal executive
office address and telephone number are the business office address and
telephone number of its corporate secretary, and are currently provided at no
cost. Because the Company has had no business, its activities will be
limited to keeping itself in good standing in the State of Nevada, seeking out
acquisitions, reorganizations or mergers and preparing and filing the
appropriate reports with the Securities and Exchange Commission. These
activities have consumed an insubstantial amount of management's time.
ITEM 3. LEGAL PROCEEDINGS.
------------------
The Company is not a party to any pending legal proceeding. To the
knowledge of management, no federal, state or local governmental agency is
presently contemplating any proceeding against the Company. No director,
executive officer or affiliate of the Company or owner of record or beneficially
of more than five percent of the Company's common stock is a party adverse to
the Company or has a material interest adverse to the Company in any proceeding.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
----------------------------------------------------
No matter was submitted to a vote of the Company's security holders during
the fourth quarter of the calendar year covered by this Report.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
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MARKET INFORMATION
- ------------------
There is no "public market" for shares of common stock of the Company.
The Company has made an application to have its Common Stock traded in the
over-the-counter market and quotations are published on the OTC Bulletin Board.
Its application has not been finalized and no trading symbol has been assigned
to the Company.
Inclusion on the OTC Bulletin Board permits price quotations for the
Company's shares to be published by such service. The Company is not aware of
any established trading market for its common stock nor is there any record of
any reported trades in the public market in recent years. Although the Company
anticipates that its application to the OTC Bulletin Board will ultimately be
completed, the Company does not expect its shares to be traded actively in the
public market until such time as a merger or acquisition can be consummated.
The ability of an individual shareholder to trade their shares in a
particular state may be subject to various rules and regulations of that state.
A number of states require that an issuer's securities be registered in their
state or appropriately exempted from registration before the securities are
permitted to trade in that state. Presently, the Company has no plans to
register its securities in any particular state. Further, most likely the
Company's shares will be subject to the provisions of Section 15(g) and Rule
15g-9 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
commonly referred to as the "penny stock" rule. Section 15(g) sets forth
certain requirements for transactions in penny stocks and Rule 15g-9(d)(1)
incorporates the definition of penny stock as that used in Rule 3a51-1 of the
Exchange Act.
The Commission generally defines penny stock to be any equity security that
has a market price less than $5.00 per share, subject to certain exceptions.
Rule 3a51-1 provides that any equity security is considered to be a penny stock
unless that security is: registered and traded on a national securities
exchange meeting specified criteria set by the Commission; authorized for
quotation on The NASDAQ Stock Market; issued by a registered investment company;
excluded from the definition on the basis of price (at least $5.00 per share) or
the issuer's net tangible assets; or exempted from the definition by the
Commission. If the Company's shares are deemed to be a penny stock, trading in
the shares will be subject to additional sales practice requirements on broker-
dealers who sell penny stocks to persons other than established customers and
accredited investors, generally persons with assets in excess of $1,000,000 or
annual income exceeding $200,000, or $300,000 together with their spouse.
For transactions covered by these rules, broker-dealers must make a special
suitability determination for the purchase of such securities and must have
received the purchaser's written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a penny stock, unless
exempt, the rules require the delivery, prior to the first transaction, of a
risk disclosure document relating to the penny stock market. A broker- dealer
also must disclose the commissions payable to both the broker-dealer and the
registered representative, and current quotations for the securities. Finally,
monthly statements must be sent disclosing recent price information for the
penny stocks held in the account and information on the limited market in penny
stocks. Consequently, these rules may restrict the ability of broker-dealers to
trade and/or maintain a market in the Company's Common stock and may affect the
ability of shareholders to sell their shares.
HOLDERS
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The number of record holders of the Company's common stock as of the date
of this Report is approximately 32.
DIVIDENDS
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The Company has not declared any cash dividends with respect to its common
stock and does not intend to declare dividends in the foreseeable future. The
future dividend policy of the Company cannot be ascertained with any certainty,
and until the Company completes any acquisition, reorganization or merger, as to
which no assurance may be given, no such policy will be formulated. There are no
material restrictions limiting, or that are likely to limit, the Company's
ability to pay dividends on its common stock.
SALES OF "UNREGISTERED" AND "RESTRICTED" SECURITIES OVER THE PAST THREE YEARS.
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Name and Address Date Number of Shares Consideration
- ---------------- --------- ------------------- -------------
<S> <C> <C> <C>
Jeff Larrabee (1) 12/09/99 75,000 $3,750
372 East 12600 South 07/02/99 25,000 $5,000
Draper, Utah 84020
Shawni Larrabee (1) 12/09/99 75,000 $3,750
372 East 12600 South 07/02/99 25,000 $5,000
Draper Utah 84020
Brian Orth (2) 12/18/91 30,000 $1,800
9939 So. Orchard View Dr.
South Jordan, Utah 84095
Melinda Orth 12/18/91 28,000 $1,680
9939 So. Orchard View Dr.
South Jordan, Utah 84095
<FN>
(1) Mr. and Mrs. Larrabee are husband and wife
(2) Mr. And Mrs. Orth are husband and Wife.
* All shares sold were common shares, were sold for cash with no discounts or
commissions paid, and were sold pursuant to exemptions from registration under
Sections 4(2) and 4(6) of the Securities Act of 1933.
</TABLE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
----------------------------------------------------------
PLAN OF OPERATION.
- ------------------
The Company has not engaged in any material operations or had any revenues
from operations since inception. The Company's plan of operation for the
next 12 months is to continue to seek the acquisition of assets,
properties or businesses that may benefit the Company and its
stockholders. Management anticipates that to achieve any such acquisition, the
Company will issue shares of its common stock as the sole consideration for such
acquisition.
During the next 12 months, the Company's only foreseeable cash requirements
will relate to maintaining the Company in good standing or the payment of
expenses associated with reviewing or investigating any potential business
venture, which the Company expects to pay from its cash resources. As of
December 31, 1999, it had no cash or cash equivalents. It is a certainty that
additional funds will be required to meet even the minimal obligations
envisioned herein. Such funds may be advanced by management or stockholders
in return for the issuance of common shares of the Company or as loans to the
Company. However, any such loan should not exceed $25,000 and will be on terms
no less favorable to the Company than would be available from a commercial
lender in an arm's length transaction. As of the date of this Report, the
Company is not engaged in any negotiations with any person regarding any
such venture.
RESULTS OF OPERATIONS.
- ----------------------
Other than restoring and maintaining its good corporate standing in the
State of Nevada, obtaining an audit of the Company's financial statements,
submitting the Company's common stock for quotation on the NASD OTC Bulleting
Board, and the filing of a Form 10 Registration, the Company has had no
material business operations in the three most recent calendar years.
At December 31, 1999, the Company's had total assets of $0. See the
Index to Financial Statements, Item 7 of this Report.
During the calendar year ended December 31, 1999, the Company had a net
loss of $18,000. The Company has received no revenues in either of its three
most recent calendar years. See the Index to Financial Statements, Item 7 of
this Report.
LIQUIDITY.
- ---------
During the fiscal years ended December 31, 99, 98, and 97 the Company has
been able to pay its expenses and costs through the private sale of its stock to
officers and directors of the Company. As of December 31, 1999 the Company had
$0 in cash or cash equivalents on hand. The Company anticipates that this it
have to raise additional funds through the sale of stock or borrowing just to
maintain the corporate existence of the Company and to maintain the Company on
the OTC Bulletin Board. No assurance can be given that the Company will be able
to raise these funds.
RECENT ACCOUNTING PRONOUNCEMENTS.
- --------------------------------
The Financial Accounting Standards Board ("FASB") has issued Statement of
Financial Accounting Standard ("SFAS") No. 128, "Earnings Per Share" and
Statement of Financial Accounting Standards No. 129 "Disclosures of Information
About an Entity's Capital Structure." SFAS No. 128 provides a different method
of calculating earnings per share than is currently used in accordance with
Accounting Principles Board Opinion No. 15, "Earnings Per Share." SFAS No. 128
provides for the calculation of "Basic" and "Dilutive" earnings per share.
Basic earnings per share includes no dilution and is computed by dividing income
available to common shareholders by the weighted average number of common shares
outstanding for the period. Diluted earnings per share reflects the potential
dilution of securities that could share in the earnings of an entity, similar to
fully diluted earnings per share. SFAS No. 129 establishes standards for
disclosing information about an entity's capital structure. SFAS No. 128 and
SFAS No. 129 are effective for financial statements issued for periods ending
after December 15, 1997. Their implementation is not expected to have a
material effect on the financial statements.
The FASB has also issued SFAS No. 130, "Reporting Comprehensive Income" and
SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information." SFAS No. 130 establishes standards for reporting and display of
comprehensive income, its components and accumulated balances. Comprehensive
income is defined to include all changes in equity except those resulting from
investments by owners and distributions to owners. Among other disclosures,
SFAS No. 130 requires that all items that are required to be recognized under
current accounting standards as components of comprehensive income be reported
in a financial statement that displays with the same prominence as other
financial statements. SFAS No. 131 supersedes SFAS No. 14 "Financial Reporting
for Segments of a Business Enterprise." SFAS No. 131 establishes standards on
the way that public companies report financial information about operating
segments in annual financial statements and requires reporting of selected
information about operating segments in interim financial statements issued to
the public. It also establishes standards for disclosure regarding products and
services, geographic areas and major customers. SFAS No. 131 defines operating
segments as components of a company about which separate financial information
is available that is evaluated regularly by the chief operating decision maker
in deciding how to allocate resources and in assessing performance.
SFAS 130 and 131 are effective for financial statements for periods
beginning after December 15, 1997 and requires comparative information for
earlier years to be restated. Management believes that the implementation of
the new standards will not have a material effect on the Company's financial
statements.
The FASB has also issued SFAS No 132. "Employers' Disclosures about
Pensions and other Post-retirement Benefits," which standardizes the disclosure
requirements for pensions and other Post-retirement benefits and requires
additional information on changes in the benefit obligations and fair values of
plan assets that will facilitate financial analysis. SFAS No. 132 is effective
for years beginning after December 15, 1997 and requires comparative information
for earlier years to be restated, unless such information is not readily
available. Management believes the adoption of this statement will have no
material impact on the Company's financial statements.
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities" which requires companies to record
derivatives as assets or liabilities, measured at fair market value. Gains or
losses resulting from changes in the values of those derivatives would be
accounted for depending on the use of the derivative and whether it qualifies
for hedge accounting. The key criterion for hedge accounting is that the
hedging relationship must be highly effective in achieving offsetting changes in
fair value or cash flows. SFAS No. 133 is effective for all fiscal quarters of
fiscal years beginning after June 15, 1999. Management believes the adoption of
this statement will have no material impact on the Company.
ITEM 7. FINANCIAL STATEMENTS.
---------------------
GOLDEN SOIL, INC.
FINANCIAL STATEMENTS AND REPORT
OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
DECEMBER 31, 1999 AND DECEMBER 31, 1998
<PAGE>
[LETTERHEAD ANDERSEN ANDERSEN & STRONG]
Board of Directors
Golden Soil, Inc.
Salt Lake City, Utah
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have audited the accompanying balance sheets of Golden Soil, Inc. (a
development stage company) at December 31, 1999 and December 31, 1998 and the
statements of operations, stockholders' equity, and cash flows for the years
ended December 31, 1999, 1998, and 1997 and the period May 7, 1985 (date of
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 audits.
We conducted our audits 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 balance sheet presentation.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Golden Soil, Inc. at December
31, 1999 and December 31, 1998, and the results of operations, and cash flows
for the years ended December 31, 1999, 1998, and 1997 and the period May 7,
1985 (date of 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. The Company has been in the
development stage since its inception and has suffered recurring losses from
operations and will need additional working capital for any future activity,
which raises substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters are described in Note 4.
These financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
/s/ ANDERSEN ANDERSEN & STRONG
Salt Lake City, Utah
February 10, 2000
<PAGE>
<TABLE>
<CAPTION>
GOLDEN SOIL, INC.
( DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
DECEMBER 31, 1999 AND DECEMBER 31, 1998
DEC 31, DEC 31,
<S> <C> <C>
1999 1998
--------- ---------
ASSETS
CURRENT ASSETS
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . $ - $ -
--------- ---------
Total Current Assets . . . . . . . . . . . . . . . . . $ - $ -
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable . . . . . . . . . . . . . . . . . . . . $ 500 $ -
--------- ---------
Total Current Liabilities. . . . . . . . . . . . . . . . 500 -
--------- ---------
STOCKHOLDERS' EQUITY
Common stock
100,000,000 shares authorized, at $0.001 par
value; 675,000 shares issued and outstanding on
December 31, 1999; 475,000 on December 31, 1998 . . . . 675 475
Capital in excess of par value . . . . . . . . . . . . . 44,325 27,025
Deficit accumulated during the development stage . . (45,500) (27,500)
--------- ---------
Total Stockholders' Equity (deficiency). . . . . . . . . (500) -
--------- ---------
$ - $ -
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
GOLDEN SOIL, INC.
( DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 AND
THE PERIOD MAY 7, 1985 (DATE OF INCEPTION) TO DECEMBER 31, 1999
MAY 7, 1985
DEC 31, DEC 31, DEC 31, (DATE OF INCEPTION) TO
1999 1998 1997 DEC 31, 1999
------------- -------- -------- ----------------------
<S> <C> <C> <C> <C>
REVENUES . . . . . . $ - $ - $ - $ -
EXPENSES . . . . . . 18,000 - - 45,500
------------- -------- -------- ---------------------
NET LOSS . . . . . . $ (18,000) $ - $ - $ (45,500)
============= ======== ======== =====================
NET LOSS PER COMMON
SHARE
Basic. . . . . . . . $ (.03) $ - $ -
------------- -------- --------
AVERAGE OUTSTANDING
SHARES
Basic . . . . . 512,500 475,000 475,000
------------- -------- --------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
GOLDEN SOIL, INC.
( DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
PERIOD MAY 7, 1985 (DATE OF INCEPTION)
TO DECEMBER 31, 1999
Common Stock CAPITAL In
--------------------- EXCESS OF ACCUMULATED
SHARES AMOUNT PAR VALUE DEFICIT
---------- ------------ ---------- ---------
<S> <C> <C> <C> <C>
BALANCE MAY 7, 1985 (date of inception) . . - $ - $ - $ -
Issuance of common stock for cash. . . . . . 50,000 50 2,950 -
at $.06 - May 22, 1991
Issuance of common stock for cash. . . . . . 75,000 75 4,425 -
at $.06 - July 16, 1991
Issuance of common stock for cash
at $.06 - October 21, 1991 . . . . . . . 150,000 150 8,850 -
Issuance of common stock for cash
at $.06 - December 18, 1991 . . . . . . 100,000 100 5,900 -
Net operating loss for the year ended
December 31, 1991 . . . . . . . . . . . . - - - (22,500)
Issuance of common stock for cash
at $.05 - February 27, 1992. . . . . . . 100,000 100 4,900 -
Net operating loss for the year ended
December 31, 1992. . . . . . . . . . . . - - - (5,000)
-------- ------- ------ -------
BALANCE DECEMBER 31, 1998. . . . . . . . . . 475,000 475 27,025 (27,500)
Issuance of common stock for cash at $.20 -
private placement - July 2, 1999 . . . . 50,000 50 9,950 -
Issuance of common stock for cash at $.05 -
private placement - December 9, 1999 . . 150,000 150 7,350 -
Net operating loss for the year ended
December 31, 1999. . . . . . . . . . . . - - - (18,000)
-------- ------- ------ -------
BALANCE DECEMBER 31, 1999. . . . . . . . . . 675,000 $ 675 $ 44,325 $(45,500)
========== ============ ========== =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
GOLDEN SOIL, INC.
( DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997
AND THE PERIOD MAY 7, 1985 (DATE OF INCEPTION) TO DECEMBER 31, 1999
MAY 7, 1985
DEC 31, DEC 31, DEC 31, (DATE OF INCEPTION)
1999 1998 1997 TO SEPT 30, 1999
------------- -------- -------- --------------------
<S> <C> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss . . . . . . . . . . . . . . . . $ (18,000) $ - $ - $ (45,500)
Adjustments to reconcile net loss to
net cash provided by operating
activities
Changes in accounts payable. . . . 500 500
Net Cash Used in Operations. . . . . . . (17,500) - - (45,000)
------------- -------- -------- --------------------
CASH FLOWS FROM INVESTING
ACTIVITIES . . . . . . . . . . . . . . . - - - -
------------- -------- -------- --------------------
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from issuance of common stock
17,500 - - 45,000
------------- -------- -------- --------------------
Net Increase (Decrease) in Cash. . . . . - - - -
Cash at Beginning of Period. . . . . . . - - - -
------------- -------- -------- --------------------
Cash at End of Period. . . . . . . . . . $ - $ - $ - $ -
============= ======== ======== ====================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
GOLDEN SOIL, INC.
( DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION
The Company was incorporated under the laws of the State of Nevada on May 7,
1985 with the name of Architronics with authorized common stock of 2,500
shares with no par value. On June 28, 1999 the authorized capital stock was
increased to 100,000,000 shares with a par value of $0.001 in connection with a
name change to Golden Soil Inc.
On June 28, 1999 the Company completed a forward common stock split of 200
shares for each outstanding share. This report has been prepared showing after
stock split shares with a par value of $.001 from inception.
The Company is in the development stage and has been engaged in the activity of
seeking developmental mining properties and was inactive after 1992.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
- -------------------
The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
- ----------------
The Company has not adopted a policy regarding payment of dividends.
Income Taxes
- -------------
On December 31, 1999, the Company had a net operating loss carry forward of
$45,500. The tax benefit from the loss carry forward has been fully offset by
a valuation reserve because the use of the future tax benefit is undeterminable
since the Company has no operations. The net operating loss will expire
starting in 2007 through 2119.
Earnings (Loss) Per Share
- ----------------------------
Earnings (loss) per share amounts are computed based on the weighted average
number of shares actually outstanding, after the stock split.
Financial Instruments
- ----------------------
The carrying amounts of financial instruments, including accounts payable, are
considered by management to be their estimated fair values.
<PAGE>
- ------
GOLDEN SOIL, INC.
( DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Estimates and Assumptions
- ---------------------------
Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that were assumed in
preparing these financial statements.
3. RELATED PARTY TRANSACTIONS
The statement of changes in stockholder's equity shows 675,000 shares of common
stock outstanding of which 200,000 shares were issued to related parties.
4. GOING CONCERN
The Company will need additional working capital to be successful in its planned
operations.
Continuation of the Company as a going concern is dependent upon obtaining
additional working capital for any future planned activity and the management of
the Company has developed a strategy, which it believes will accomplish this
objective through equity funding, and long term financing, which will enable
the Company to operate for the coming year.
There can be no assurance that the Company can be successful in this effort.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
- ---------------------
None, Not applicable
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT.
- --------------------------------------------------
IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS
- --------------------------------------------------
The following table sets forth the names of all current directors and
executive officers of the Company. These persons will serve until the next
annual meeting of the stockholders or until their successors are elected or
appointed and qualified, or their prior resignation or termination. In addition
the table sets forth the same information as to all persons who were officers or
directors during the year of 1999 but who are no longer officers or directors.
<TABLE>
<CAPTION>
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
- ---- ---------- ----------- ---------------
<S> <C> <C> <C>
Jeff Larrabee Director 04/09/99 (2)
President 07/05/99
Shawni Larrabee Director 04/09/99 (2)
Secretary/Treasurer 07/05/99
Jon Heidelberger President, Director 08/10/90 07/05/99
Loretta Heidelberger Secretary, Treasurer,
Director 08/10/90 07/05/99
Shalise Hancey Director 08/10/90 07/05/99
<FN>
(1) Mr. & Mrs. Larrabee and Mr. & Mrs. Heidelberger are husband and wife.
(2) These persons presently serve in the capacities indicated.
</TABLE>
Business Experience.
- ---------------------
Mr. Larrabee is presently Secretary and Director of McLarran Business Filings,
Inc. ,a SEC EDGAR (R) filing service that he helped to co-found in 1998. Since
September of 1999 he has also been employed in the manufacturing industry with
Envirotech Pump Systems in Salt Lake City, Utah. Prior to that he was employed
for 11 years by Flowserve Corporation, formerly known as Valtek Incorporated, a
company in the same industry. He is the husband of Shawni Larrabee.
Mrs. Larrabee is presently President and Chairman of the Board of McLarran
Business Filings, Inc., a SEC EDGAR (R) filing service that she helped co-found
in 1998. From June of 1997 until October 1999 she was employed as the office
manager for a law firm specializing in securities and business matters. She
holds a Bachelor of Science degree in Biology from the University of Utah which
she received in 1997. She is the wife of Jeff Larrabee.
Mr. Heidelberger has for the last three years been employed in the automotive
industry in a sales position. Prior to that, for ten years, he owned his own
business in the food retail industry. He holds a Bachelors degree in business
from Saint Joseph Unversity. He is the husband of Lorretta Heidelberger.
Mrs. Heidelberger has been, for the last ten years, employed by a Salt Lake City
health maintenance corporation to process proprietary financial data. In
addition she assisted her husband when they owned their own business in the
retail food industry. She holds a Bachelor of Science degree from Westchester
University. She is the wife of Jon Heidelberger.
Ms. Hancey has been employed for the past 6 years as an executive assistant to a
Salt Lake City based firm which advises small businesses in a number of areas,
including record creation and retention, preparation of business profiles and
marketing packages, and the posturing of a business to emphasize its strengths.
SIGNIFICANT EMPLOYEES.
- ----------------------
The Company has no employees who are not executive officers, but who are
expected to make a significant contribution to the Company's business.
FAMILY RELATIONSHIPS.
- ---------------------
Jeff Larrabee and Shawni Larrabee, the present officers and directors of
the Company are husband and wife.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS.
- -----------------------------------------
Except as stated above, during the past five years, no director, person
nominated to become a director, executive officer, promoter or control person of
the Company:
(1) was a general partner or executive officer of any business against
which any bankruptcy petition was filed, either at the time of the
bankruptcy or two years prior to that time;
(2) was convicted in a criminal proceeding or named subject to a
pending criminal proceeding (excluding traffic violations and other minor
offenses);
(3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or banking
activities; or
(4) was found by a court of competent jurisdiction (in a civil
action), the Securities and Exchange Commission or the Commodity Futures
Trading Commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed, suspended or
vacated.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
- -------------------------------------------------
Shawni Larrabee filed a Form 3, Initial Statement of Beneficial
Ownership of Securities on or about February 14, 2000, and Jeff Larrabee filed
his Form 3 on February 16, 2000, both filings being timely.
ITEM 10. EXECUTIVE COMPENSATION.
-----------------------
The following table sets forth the aggregate compensation paid by the
Company for services rendered during the periods indicated:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Secur-
ities All
Name and Year or Other Rest- Under- LTIP Other
Principal Period Salary Bonus Annual ricted lying Pay- Comp-
Position Ended ($) ($) Compen Stock Options outs ensat'n
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Jeff
Larrabee 12/31/99 0 0 0 0 0 0 0
Pres, Dir, 12/31/98 0 0 0 0 0 0 0
12/31/97 0 0 0 0 0 0 0
Shawni 12/31/99 0 0 0 0 0 0 0
Larrabee 12/31/98 0 0 0 0 0 0 0
Sec/Treas, 12/31/97 0 0 0 0 0 0 0
Director
Jon 12/31/98 0 0 0 0 0 0 0
Heildelberger 12/31/97 0 0 0 0 0 0 0
Pres, Dir 12/31/96 0 0 0 0 0 0 0
Loretta 12/31/99 0 0 0 0 0 0 0
Heidelberger 12/31/98 0 0 0 0 0 0 0
Sec/Treas, Dir 12/31/97 0 0 0 0 0 0 0
Shalise 12/31/99 0 0 0 0 0 0 0
Hancey 12/31/97 0 0 0 0 0 0 0
Director 12/31/97 0 0 0 0 0 0 0
<FN>
* Jeff and Shawni Larrabee became directors on April 9, 1999 and officers on
July 5, 1999. Jon and Loretta Heidelberger served as officers and directors of
the Company from August 10, 1990 until July 5, 1999. Shalise Hancey served as a
director of the Company from August 10, 1990 until July 5, 1999
</TABLE>
COMPENSATION OF DIRECTORS.
- --------------------------
There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director. No additional
amounts are payable to the Company's directors for committee participation or
special assignments.
There are no arrangements pursuant to which any of the Company's directors
was compensated during the Company's last completed calendar year for any
service provided as director.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND
CHANGE-IN-CONTROL ARRANGEMENTS.
- ------------------------------------------------
There are no employment contracts, compensatory plans or arrangements,
including payments to be received from the Company, with respect to any director
or executive officer of the Company which would in any way result in payments to
any such person because of his or her resignation, retirement or other
termination of employment with the Company or any subsidiary, any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
---------------------------------------------------------------
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS.
- ------------------------------------------------
The following table sets forth the shareholdings of those persons who
beneficially own more than five percent of the Company's common stock as of the
date of this Report, with the computations being based upon 675,000 shares of
common stock being outstanding, unless otherwise noted.
<TABLE>
<CAPTION>
Percentage
Name and Address Number owned of Outstanding
- ---------------- ------------- ----------------
<S> <C> <C>
Jeff Larrabee (1) 100,000 14.8%
372 West 12600 South
Draper, Utah 84020
Shawni Larrabee (1) 100,000 14.8%
372 West 12600 South
Draper Utah 84020
Brian Orth (2) 30,000 4.4%
9939 So. Orchard View Dr.
South Jordan, Utah 84095
Melinda Orth 28,000 4.1%
9939 So. Orchard View Dr.
South Jordan, Utah 84095
<FN>
(1) Mr. and Mrs. Larrabee are husband and wife
(2) Mr. And Mrs. Orth are husband and Wife.
</TABLE>
SECURITY OWNERSHIP OF MANAGEMENT.
- ---------------------------------
The following table sets forth the shareholdings of the Company's directors
and executive officers as of the date of this Report:
<TABLE>
<CAPTION>
Percentage
Name and Address Number owned of Outstanding
- ---------------- ------------- ----------------
<S> <C> <C>
Jeff Larrabee (1) 100,000 14.8%
372 West 12600 South
Draper, Utah 84020
Shawni Larrabee (1) 100,000 14.8%
372 West 12600 South
Draper Utah 84020
---------- ---------
All directors and
executive officers 200,000(1) 29.6%
as a group (2 people)
</TABLE>
CHANGES IN CONTROL.
- -------------------
There are no present arrangements or pledges of the Company's securities
which may result in a change in control of the Company.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
-----------------------------------------------
TRANSACTIONS WITH MANAGEMENT AND OTHERS.
- ----------------------------------------
For a description of transactions between members of management, five
percent stockholders, "affiliates", promoters and finders, see captions
"Recent Changes in Control" under Item 1, "Sales of 'Unregistered' and
'Restricted' Securities Over the Past Three Years" under Item 5, and footnote 1
under "Security ownership of Management" under Item 11
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
---------------------------------
REPORTS ON FORM 8-K
- -------------------
NONE
EXHIBITS
- --------
Exhibit
Number Description*
- ------ -----------
3.1 * Initial Articles of Incorporation,
3.2 * Articles of Amendment to the
Articles of Incorporation,
3.3 * By-Laws
27 Financial Data Schedule
DOCUMENTS INCORPORATED BY REFERENCE
* Documents previously filed as exhibits to Form 10 filed on December 13, 1999
and incorporated herein by this reference.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Golden Soil, INC.
Date: 3-27-2000 By/S/Jeff Larrabee
Jeff Larrabee
President and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
the Company and in the capacities and on the dates indicated:
GOLDEN SOIL, INC.
Date: 3-27-2000 By/S/Jeff Larrabee
Jeff Larrabee
President and Director
Date: 3-27-2000 By/S/Shawni Larrabee
Shawni Larrabee
Secretary/ Treasurer
And Director
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<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> 500
<BONDS> 0
0
0
<COMMON> 675
<OTHER-SE> (1175)
<TOTAL-LIABILITY-AND-EQUITY> (500)
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 18000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (18000)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (18000)
<EPS-BASIC> (.03)
<EPS-DILUTED> 0
</TABLE>
