SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the year ended December 31,1999.
Commission File Number 000-28875
TRANSWAVE CORPORATION
-----------------------
(Exact name of registrant as specified in its charter)
DELAWARE 95-4719023
---------------------- -------------------
(State of organization) (I.R.S. Employer
Identification No.)
22147 PACIFIC COAST HIGHWAY, SUITE 4, MALIBU, CALIFORNIA 90265
---------------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code (310) 317-6939
Securities registered pursuant to Section 12(b) of the Act,
None
Securities registered pursuant to Section 12(g) of the Act:
Title of Class
Common Stock, $0.001 par value per share
<PAGE>
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days. Yes [ ] No [ X ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Issuer's revenues for its most recent fiscal year. $0.00
The aggregate market value of the Common Stock held by non-affiliates of the
registrant, based on the average of the high and low prices of the Common Stock
on the OTC Bulletin Board on March 1, 2000, was $0.00. For purposes of this
computation, all officers, directors, and 5% beneficial owners of the registrant
(as indicated in Item 12) are deemed to be affiliates. Such determination should
not be deemed an admission that such directors, officers, or 5% beneficial
owners are, in fact, affiliates of the registrant.
Number of shares of Common Stock, $0.001 Par Value, outstanding at March 1,
2000, was 1,018,400.
Documents incorporated by reference: None
2
<PAGE>
TABLE OF CONTENTS - 1999 FORM 10-KSB REPORT
Page
Numbers
-----------
PART I
Item 1. Business 4
Item 2. Properties 5
Item 3. Legal Proceedings 5
Item 4. Submission of Matters to a Vote of Security Holders 5
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters 5
Item 6 Management's Discussion and Analysis of Financial
Condition and Results of Operations 6
Item 7. Financial Statements 7
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 7
PART III
Item 9. Directors, Executive Officers, Promoters and
Control Persons; Compliance with Section 16(a)
of the Exchange Act 7
Item 10. Executive Compensation 9
Item 11. Security Ownership of Certain Beneficial Owners
and Management 9
Item 12. Certain Relationships and Related Transactions 10
Item 13. Exhibits and Reports on Form 8-K 11
Signatures 12
3
<PAGE>
PART I
Item 1. Business
TransWave Corporation ("TransWave" or the "Company") was incorporated in
Delaware October 27, 1998. Its goal is to become one of the leading Internet
Service Providers in the US and will be primarily focused on high-bandwidth
commercial Internet users, complex multi-site WAN servicing, and dialup Internet
access. Specializing in reliable high-speed direct connections, TransWave will
seek to provide the best possible Internet solutions, service and support.
TransWave intends to form a strategic alliance with an as of yet
unknown company that will provide seminars and intensive training courses on the
Internet, including WWW design. It will also specialize in computer integration,
network administration, graphic art and web site design.
With TransWave's solid base of technical experience, practical business
sense, and personal integrity, TransWave will provide the highest quality access
Internet in the US. As a full service Provider, its customers will connect via
dial-up analog lines, ISDN service, and leased-lines. It will also offer
business to business connections.
TransWave will differ from other providers in a number of ways,
including: TransWave will guarantee no more than 10 users per modem - to
eliminate busy signals TransWave will not "share" or over-sell its
infrastructure as do some providers. TransWave intends to own and manage all its
own equipment - the customer will never be caught in a circus of the ISP blaming
an outsourcing agency for any connection difficulties the customer may have.
TransWave will not deliver degraded performance to its customers as a
solution to insufficient capital investment. It intends to connect directly at
multi-megabit speeds to the Cable & Wireless and GTE/UUnet Internet Backbones.
TransWave will provide professional business communications. It will operate its
equipment and network 24 hours a day, 7 days a week, 365 days a year. It will
continuously monitor its equipment and communication lines to detect any faults.
TransWave will be committed to bringing the best and latest
technologies to the market at the earliest possible time. And lastly, it will
never take long to get a real human being on the phone for help!
4
<PAGE>
Item 2. Properties
The Company's executive and administrative offices are located at 22147
Pacific Coast Highway, Suite 4, Malibu, CA 90265. 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.
Item 3. Legal Proceedings
Transwave Corporation is not currently a party to any pending legal
proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
No items were submitted to a vote of the security holders by the Company
during the year ended December 31, 1999.
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters
The Company registered its common stock on a Form 10-SB Registration
Statement on a voluntary basis, which became effective on March 12, 2000. There
is currently no market for TransWave's securities. TransWave has never paid cash
dividends on its common stock. Payment of future dividends will be within the
discretion of TransWave's Board of Directors and will depend on, among other
factors, retained earnings, capital requirements and the operating and financial
condition of TransWave.
5
<PAGE>
RECENT SALES OF UNREGISTERED SECURITIES
In October 1998, TransWave issued to each of PageOne and Appletree 9,200 shares
of common stock in consideration of services rendered to TransWAve valued at
$18.00 in the aggregate. There was no underwriter or placement agent involved in
the offer or sale of these securities and there was no public solicitation or
advertisement by TransWave in connection with the offer or sale of these
securities. The foregoing issuances of common stock were exempt from
registration under of the Securities Act of 1933, as amended, pursuant to
Section 4(2) thereof.
In March 1999, TransWave issued 900,000 shares of common stock to
Appletree and 100,000 shares of common stock to Page One. The purchase price for
these shares was $0.001 per share. There was no underwriter or placement agent
involved in the offer or sale of these securities and there was no public
solicitation or advertisement by TransWave in connection with the offer or sale
of these securities. The foregoing issuances of common stock were exempt from
registration under of the Securities Act of 1933, as amended, pursuant to
Section 4(2) thereof.
Item 6 Management's Discussion and Analysis of Financial
Condition and Results of Operations
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 Annual Report. For the period since inception
(October 27, 1998) through December 31, 1999, during the Company's development
stage, the Company has a zero cash balance and has generated a net loss of
($1,113).
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 1,018,400
shares of Common Stock for net proceeds of $1,018.00.
PLAN OF OPERATION
The Company has registered a dot.com name and has determined it can begin
conducting its business with limited fiancing that it has arranged.
6
<PAGE>
Item 7. Financial Statements
The financial statements and supplemental data required by this Item 7 follow
the index of financial statements appearing at Item 13 of this Form 10-KSB.
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
Not applicable.
PART III
Item 9. Directors, Executive Officers, Promoters and
Control Persons; Compliance with Section 16(a)
of the Exchange Act
The following table sets forth certain information with respect to the directors
and executive officers of TransWave .
Name Age(1) Position
- ---- --- --------
George Todt 46 Director and Vice President
Betsy Rowbottom 28 President and Secretary
James Walters 47 Treasurer
(1) The ages of Messrs. Todt and Walters and Ms. Rowbottom are listed as of
December 31, 1999.
Our director and executive officers devote such time and attention to
the affairs of TransWave as they believe reasonable and necessary. Set forth
below is a description of the background of our director and executive officers.
7
<PAGE>
George A. Todt has been the sole director and Vice President since the
inception of TransWave and was President until December 1999. Since 1996, Mr.
Todt has been a managing member of PageOne Business Productions, LLC, a Delaware
limited liability company. From 1990 to 1995, Mr. Todt was the chief executive
officer of REPCO, Inc., a worldwide designer and builder of environmental
facilities.
Besty Rowbottom has been President of TransWave Since inception and
Secretary since June 1999. She has been employed by PageOne since 1997 and has
served as its Vice President since March 1999. From 1994 to 1997, Ms. Rowbottom
served as a talent agent at HSI Productions, a Chicago, Illinois-based video
production company.
James Walters has been the Treasurer of TransWave since its inception.
For more than 20 years, Mr. Walters has been engaged as a certified public
accountant with the Los Angeles, California-based firm of Kellogg & Andelson.
The board of directors currently consists of one member, who serves in
such capacity for a one-year term or until his successor has been elected and
qualified, subject to earlier resignation, removal or death. The number of
directors constituting the board of directors may be increased or decreased (but
not below the minimum number required by applicable law) from time to time by
resolution of the board of directors. Our officers serve at the discretion of
the board of directors, subject to any effective contractual arrangements.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires that the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, file reports of ownership
and changes in ownership with the Securities and Exchange Commission. The
Company was not subject to the reporting requirements of Section 16(a) during
fiscal 1999.
8
<PAGE>
Item 10. Executive Compensation
Consistent with our present policy, no director or executive officer of
TransWave receives compensation for services rendered to the company. However,
these persons are entitled to be reimbursed for expenses incurred by them in
pursuit of our business objectives.
Item 11. Security Ownership of Certain Beneficial Owners
and Management
The following table sets forth as of December 31, 1999 certain information
relating to the ownership of the common stock.
Name and Address of Amount and Nature of Percent of
Beneficial Owner (1) Beneficial Ownership (2) Class (2)
- -------------------- ------------------------ ----------
Appletree Investment Company, Ltd 1,018,400(3) 100.0%
PageOne Business Productions, LLC 109,200 10.7%
George Todt 109,200(4) 10.7%
Besty Rowbottom 109,200(4) 10.7%
James Walters 109,200(4) 10.7%
All officers and directors as a group 109,200(4) 10.7%
(3 persons)
- ------------------------
(1) Unless otherwise indicated, the address of each beneficial owner is in the
care of TransWave Corporation, 22147 Pacific Coast Highway, Suite 4,
Malibu, California 90265.
9
<PAGE>
(2) Unless otherwise indicated, TransWave believes that all persons named in
the table have sole voting and investment power with respect to all shares
of common stock beneficially owned by them. A person is deemed to be the
beneficial owner of securities which may be acquired by such person within
60 days from the date of this registration statement upon the exercise of
options, warrants or convertible securities. Each beneficial owner's
percentage of ownership is determined by assuming all options, warrants or
convertible securities that are held by such person (but not held by any
other person) and which are exercisable or convertible within 60 days of
this registration statement have been exercised or converted. Percent of
Class (third column above) assumes a base of 1,018,400 shares of common
stock outstanding as of December 31, 1999.
(3) Consists of 909,200 shares held of record by Appletree Investment Company,
Ltd., an Isle of Man corporation, and 109,200 shares held of record by
PageOne Business Productions, LLC, a Delaware limited liability company, of
which Appletree is a managing member.
(4) Consists solely of 109,200 shares of common stock held by PageOne Business
Productions, LLC, a Delaware limited liability company, of which Mr. Todt,
Mr. Walters and Appletree are managing members and Ms. Rowbottom is Vice
President.
Item 12. Certain Relationships and Related Transactions
In March 1999, TransWave issued 100,000 shares of common stock to Page One
Business Productions, LLC, of which George Todt and James Walters are managing
member and Ms. Rowbottom is Vice President. The purchase price for
these shares was $0.001 per share.
10
<PAGE>
Item 13. Exhibits and Reports on Form 8-K
(a)(1) The following financial statements are contained on Pages F-1
through F-8:
REPORT OF INDEPENDENT AUDITORS, WEINBERG & COMPANY, P.A., ACCOUNTANTS
DATED APRIL 11, 2000.
BALANCE SHEET AS OF DECEMBER 31, 1999
STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1999 AND FOR
THE PERIOD FROM OCTOBER 27, 1998 (INCEPTION) TO DECEMBER 31, 1999
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY FOR THE PERIOD FROM
OCTOBER 27, 1998 (INCEPTION) TO DECEMBER 31, 1999
STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1999 AND FOR
THE PERIOD FROM OCTOBER 27, 1998 (INCEPTION) TO DECEMBER 31, 1999
NOTES TO FINANCIAL STATEMENTS
(a)(3) Exhibits
The following exhibits are filed with this report.
3.1.1 Amended and Restated Articles of Incorporation of Registrant
(incorporated herein by reference to the Company's Registration
Statement on Form 10-SB 12(g), File No. 000-28875)
3.2.1 ByLaws of Registrant (incorporated herein by reference to the
Company's Registration Statement on Form 10-SB 12(g), File No.
000-28875)
27.1 Financial Data Schedule
11
<PAGE>
WEINBERG & COMPANY, P.A.
6100 Glades Road, Suite 314
Boca Raton, FL 33434
(561) 487-5765
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of:
Transwave Corporation
We have audited the accompanying balance sheet of Transwave Corporation (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 October 27, 1998 (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 Transwave Corporation (a
development stage company) as of December 31, 1999, and the results of its
operations and its cash flows for the year then ended and for the period from
October 27, 1998 (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 had accumulated operating losses of $1,369 since inception
and a working capital deficiency of $95. 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
April 11, 2000
F-1
<PAGE>
TRANSWAVE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1999
ASSETS
TOTAL ASSETS $ -
- ------------
==========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
LIABILITIES
Loan payable to principal stockholder $ 95
------------
STOCKHOLDERS' DEFICIENCY
Preferred stock, $0.001 par value, 8,000,000 shares
authorized, none issued and outstanding -
Common stock, $0.001 par value, 100,000,000 shares
authorized, 1,018,400 issued and outstanding 1,018
Accumulated deficit during development stage (1,113)
------------
TOTAL STOCKHOLDERS' DEFICIENCY (95)
------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ -
- ---------------------------------------------- ============
See accompanying notes to financial statements
F-2
<PAGE>
TRANSWAVE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
October 27,
Year Ended 1998
December (Inception) To
31, 1999 December 31, 1999
------------- -----------------
REVENUES $ - $ -
------------- -----------------
EXPENSES
Accounting fees 500 500
Bank charges 95 95
Consulting fees - 18
Legal fees 500 500
------------- -----------------
NET LOSS $ (1,095) $ (1,113)
- -------- ============= =================
Net loss per share - basic and diluted $ (.0015) $ (.0017)
============= ================
Weighted average number of shares
outstanding during the period -
basic and diluted 752,647 640,210
============= =================
See accompanying notes to financial statements
F-3
<PAGE>
TRANSWAVE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
FOR THE PERIOD FROM OCTOBER 27, 1998 (INCEPTION) TO DECEMBER 31, 1999
<TABLE>
<CAPTION>
Accumulated
Deficit
Common Stock During
--------------------- Development
Shares Amount Stage Total
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Common stock issued for services 18,400 $ 18 $ - $ 18
Net loss for the year ended December 31, 1998 - - (18) (18)
--------- --------- --------- ---------
Balance, December 31, 1998 18,400 18 (18) -
Common stock issued for cash 1,000,000 1,000 - 1,000
Net loss for the year ended December 31, 1999 - - (1,095) (1,095)
--------- --------- --------- ---------
Balance, December 31, 1999 1,018,400 $ 1,018 $ (1,113) $ (95)
========= ========= ========= =========
</TABLE>
See accompanying notes to financial statements
F-4
<PAGE>
TRANSWAVE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
October 27,
Year 1998
Ended (Inception)
December to December
31, 1999 31, 1999
-------- ------------
Cash flows from operating activities
Net loss $(1,095) $ (1,113)
Adjustments to reconcile net loss to net
cash used in operating activities:
Stock issued for services - 18
-------- ------------
Net cash used in operating activities (1,095) (1,095)
-------- ------------
Cash flows from financing activities
Proceeds from issuance of common stock 1,000 1,000
Loan proceeds from principal stockholder 95 95
-------- ------------
Net cash provided by financing activities 1,095 1,095
-------- ------------
Net increase in cash - -
Cash and cash equivalents - Beginning - -
-------- ------------
Cash and cash equivalents - ending $ - $ -
-------- ------------
See accompanying notes to financial statements
F-5
<PAGE>
TRANSWAVE CORPORATION
(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
---------------------------------------------
Transwave Corporation (a development stage company) (the "Company")
was incorporated in the State of Delaware on October 27, 1998 to
engage in an internet-based business. At December 31, 1999, the
Company had not yet commenced any revenue-generating operations, and
all activity to date relates to the Company's formation, proposed fund
raising, and business plan development.
The Company's ability to commence revenue-generating operations is
contingent upon its ability to implement its business plan 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.
(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 or deferred income tax expense or benefits due to
the Company not having any material operations for the year ended
December 31, 1999.
F-6
<PAGE>
TRANSWAVE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ------- ------------------------------------------
(E) Loss Per Share
-------------------
Net loss per common share for the year ended December 31, 1999 and for
the period from October 27, 1998 (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' DEFICIENCY
- ------- ------------------------
The Company was originally authorized to issue 100,000 shares of
preferred stock at $.01 par value, with such designations,
preferences, limitations and relative rights as may be determined from
time to time by the Board of Directors. It was also originally
authorized to issue 10,000,000 shares of common stock at $.001 par
value. The Company issued 909,200 and 109,200 shares to AppleTree
Investment Company, Ltd. and PageOne Business Productions, LLC,
respectively. No preferred shares were issued as of December 31, 1999.
Management filed a restated certificate of incorporation with the
State of Delaware which increased the number of authorized common
shares to 100,000,000, increased the number of authorized preferred
shares to 8,000,000 and decreased the par value of the preferred
shares to $.001 per share.
The financial statements at December 31, 1999 give effect to common
and preferred stock amounts and par values enumerated in the restated
certificate of incorporation.
F-7
<PAGE>
TRANSWAVE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
NOTE 4 GOING CONCERN
- ------- -------------
As reflected in the accompanying financial statements, the Company has
had accumulated losses of $1,113 since inception, a working capital
deficiency of $95 and has not generated any revenues since it has not
yet implemented its business plan. The ability of the Company to
continue as a going concern is dependent 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 implement its business plan and is seeking
funding through the private placement of its equity or debt securities
or may seek a combination with another company already engaged in its
proposed business. Management believes that actions presently being
taken provide the opportunity for the Company to continue as a going
concern.
F-8
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
TRANSWAVE CORPORATION
/s/ Mary Elizabeth Rowbottom
By: ----------------------------
Mary Elizabeth Rowbottom
President
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.
Signature Title Date
/s/ George A. Todt Director April 24, 2000
/s/ Mary Elizabeth Rowbottom President April 24, 2000
/s/ James Walters Treasurer April 24, 2000
12
<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> 95
<BONDS> 0
0
0
<COMMON> 1,018
<OTHER-SE> (1,113)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,095
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,095)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,095)
<EPS-BASIC> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
