U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the quarterly period ending March 31,
2000
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
------- -------
Commission file number 0-29613
-------------
TIDELANDS OIL & GAS CORPORATION
(Name of Small Business Issuer in its Charter)
NEVADA 66-0549380
- ------------------------------- --------------------------------
(State of Incorporation) (IRS Employer Identification No.)
9309 North Star, Corpus Christi, TX 78409
- ----------------------------------- --------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number,( 361 ) 241 - 7748
----------- ------------- -------------
-------------------------------------------------------------------
Former Name, former address and former fiscal year if changed since last report
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 registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No
Applicable only to issuers involved in bankruptcy proceedings during
the preceding five years
Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes No
Not applicable
Applicable on to corporate issuers
State the number of shares outstanding of each of the issuer's class of
common equity, as of the latest practicable date:
------------
Transitional Small Business Disclosure Format
(Check One)
Yes No
--- ---
<PAGE>
TIDELANDS OIL & GAS CORPORATION
FORM 10-QSB
INDEX
Page
PART I - Financial Information
Item 1 - Financial Statements
Condensed Consolidated Balance sheets as of
March 31, 2000 and December 31, 1999 ........................... 3 - 4
Condensed Consolidated Statements of Operations
For the Three Months Ended March 31, 2000 and 1999 ............. 5
Condensed Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 2000 and 1999 ............. 6 - 7
Notes to Condensed Consolidated Financial Statements ........... 8 - 9
Item 2 - Management's Discussion and Analysis or Plan of Operation ...... 10
PART II - Other Information
Item 1 - Legal Proceedings .............................................. 11
Item 2 - Changes in Securities and Use of Proceeds ................... 11
Item 3 - Defaults Upon Senior Securities................................. 11
Item 4 - Submission of Matters to a Vote of Security Holdings ........... 11
Item 5 - Other Information............................................... 11
Item 6 - Exhibits and Reports on Form 8-K ............................... 12
Signature................................................................ 12
- 2 -
<PAGE>
<TABLE>
<CAPTION>
TIDELANDS OIL & GAS CORPORATION (NOTE 3)
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
March 31, 2000 December 31, 1999
-------------- -----------------
(Unaudited)
<S> <C> <C>
Current Assets:
Cash $ 4,743 $ 51,065
Accounts Receivable 20,916 14,365
Prepaid Expenses 9,238 11,851
---------------- ----------------
Total Current Assets 34,897 77,281
---------------- ----------------
Oil and Gas Properties (Net) 500,172 506,310
---------------- ----------------
Other Assets:
Deposits and Organizational
Costs, Net 1,037 1,101
Investments 155,251 115,742
Intangible Assets, Net 3,456,918 3,503,633
---------------- ----------------
Total Other Assets 3,613,206 3,620,476
---------------- ----------------
Total Assets $ 4,148,275 $ 4,204,067
================ ================
</TABLE>
See Accompanying Notes to Condensed Consolidated Financial Statements
- 3 -
<PAGE>
<TABLE>
<CAPTION>
TIDELANDS OIL & GAS CORPORATION (NOTE 3)
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDER'S EQUITY
March 31, 2000 December 31, 1999
-------------- -----------------
(Unaudited)
<S> <C> <C>
Current Liabilities:
Accounts Payable and
Accrued Expenses $ 425,371 $ 415,051
Current Maturities of Long-Term Debt 19,552 19,552
Drilling Advances 25,967 25,967
---------------- ----------------
Total Current Liabilities 470,890 460,570
Long-Term Debt 100,425 60,405
Due to Related Parties 492,993 430,218
---------------- ----------------
Total Liabilities 1,064,308 951,193
---------------- ----------------
Commitments and Contingencies
Stockholders' Equity
Common stock $.001 par value
per share, 100,000,000 shares
authorized; 17,420,489 shares issued and
outstanding March 31, 2000, 17,420,489
shares issued and outstanding,
December 31, 1999 17,420 17,420
Additional Paid-in Capital 4,682,270 4,682,270
Subscriptions Receivable (67,500) (124,575)
Accumulated (Deficit) (1,548,223) (1,322,241)
---------------- ----------------
Total Stockholders' Equity 3,083,967 3,252,874
---------------- ----------------
Total Liabilities and
Stockholders' Equity $ 4,148,275 $ 4,204,067
================ ================
</TABLE>
See Accompanying Notes to Condensed Consolidated Financial Statements
- 4 -
<PAGE>
<TABLE>
<CAPTION>
TIDELANDS OIL & GAS CORPORATION (NOTE 3)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended Three Months Ended
March 31, 2000 March 31, 1999
-------------- ------------------
<S> <C> <C>
Revenues:
Oil and Gas Sales $ 16,370 $ 8,725
---------------- ----------------
Expenses:
Lease Operating 39,562 11,601
Depreciation and Amortization 52,917 50,601
(Loss) in Equity of Investments 22,249 0
General and Administrative 127,624 102,597
---------------- ----------------
Total Expenses 242,352 164,799
---------------- ----------------
(Loss) Before Provision
for Income Taxes (225,982) (156,074)
---------------- ----------------
Provision For Income Taxes 0 0
---------------- ----------------
Net (Loss) (225,982) (156,074)
================ ================
Net(Loss) Per Common Share-Basic $ (0.013) $ (0.012)
---------------- ----------------
Weighted Average Number of
Common Shares Outstanding-Basic 17,420,489 13,315,245
================ ================
Net(Loss) Per Common Share
Diluted $ (0.012) $ (0.012)
---------------- ---------------
Weighted Average Number of
Common Shares Outstanding-
Diluted 19,635,489 14,330,245
================ ===============
</TABLE>
See Accompanying Notes to Condensed Consolidated Financial Statements
- 5 -
<PAGE>
<TABLE>
<CAPTION>
TIDELANDS OIL & GAS CORPORATION (NOTE 3)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended Three Months Ended
March 31, 2000 March 31, 1999
------------------- ------------------
<S> <C> <C>
Cash Flows Provided (Required)
By Operating Activities:
Net (Loss) $ (225,982) $ (156,074)
Adjustments to Reconcile Net
(Loss) to Operating Cash Flow:
Depreciation, Depletion
And Amortization 52,917 50,601
(Increase) Decrease in Receivables (6,551) 1,432
(Increase) Decrease in Prepaid Expenses 2,613 (7,350)
Decrease in Current Maturities 0 28,764
Decrease in Deposits
and Organization Costs 0 0
Increase (Decrease) in Accounts Payable
and Accrued Expenses 10,320 18,383
---------------- ----------------
Net Cash (Required) by
Operating Activities (166,683) (64,244)
---------------- ----------------
Cash Flows From (Required) By
Investing Activities (Acquisitions),
Dispositions of Oil and Gas Properties 0 116,331
Increase in Investments (39,509) (116,331)
---------------- ----------------
Net Cash (Required) by
Investing Activities (39,509) 0
---------------- ----------------
Cash Flows Provided by
Financing Activities:
Increase in Long-Term Debt 40,020 0
Increase in due to Related Parties 62,775 64,435
Decrease in Subscriptions Receivable 57,075 0
---------------- ----------------
Net Cash Provided by Financing
Activities 159,870 64,435
---------------- ----------------
Net Increase (Decrease) in Cash $ (46,322) $ 191
================ ================
Supplemental Disclosure of Cash
Flow Information:
Interest Paid $ 220 $ 77
================ ================
Income Taxes Paid $ 0 $ 0
================ ================
(continued)
See Accompanying Notes To Condensed Consolidated Financial Statements
- 6 -
<PAGE>
TIDELANDS OIL & GAS CORPORATION (SEE NOTE 3)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(CONTINUED)
Three Months Ended Three Months Ended
March 31, 2000 March 31, 1999
------------------ ------------------
Supplemental Disclosure of
Non-Cash Transactions:
Common Stock Issued in
Payment of Notes and
Loans Payable $ 0 $ 127,803
================ ================
</TABLE>
See Accompanying Notes To Condensed Consolidated Financial Statements
- 7 -
<PAGE>
TIDELANDS OIL & GAS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
- ------ ---------------------
The accompanying unaudited condensed consolidated financial
statements for the three month periods ended March 31, 2000 and
1999, have been prepared in conformity with generally accepted
accounting principles for interim financial information and with
the instructions to Form 10-QSB and Regulation S-B. The financial
information as of December 31, 1999, is derived from the
registrant's Form 10-KSB for the year ended December 31, 1999.
Certain information or footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted
pursuant to the rules and regulations of the Securities and
Exchange Commission.
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 at the date of the financial statements
and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those
estimates. In the opinion of management, the accompanying
financial statements include all adjustments necessary (which are
of a normal and recurring nature) for the fair presentation of
the results of the interim periods presented. While the
registrant believes that the disclosures presented are adequate
to keep the information from being misleading, it is suggested
that these accompanying financial statements be read in
conjunction with the registrant's audited consolidated financial
statements and notes for the year ended December 31, 1999,
included in the registrant's Form 10-KSB for the year ended
December 31, 1999.
Operating results for the three month period ended March 31, 2000
are not necessarily indicative of the results that may be
expected for the remainder of the fiscal year ending December 31,
2000. The accompanying unaudited condensed consolidated financial
statements include the accounts of the registrant and its
wholly-owned subsidiaries. All significant inter-company accounts
and transactions have been eliminated in consolidation.
NOTE 2 - INTANGIBLES
- ------ -----------
The registrant evaluates the amortization period of intangibles
on an ongoing basis in light of changes in any business
conditions, events or circumstances that may indicate the
potential impairment of intangible assets.
The adoption of Statement of Accounting Standards 121,
"Accounting for the Impairment of Long-Lived Assets to be
Disposed of", and the evaluation by the registrant, did not have
a significant effect on the consolidated financial position or
results of operations of the registrant for the three months
ended March 31, 2000.
- 8 -
<PAGE>
TIDELANDS OIL & GAS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 - SUBSEQUENT EVENTS
- ------ -----------------
On April 19, 2000, the Company entered into a business
combination agreement with Omni Acquisition Corporation. Omni
Acquisition corporation, a Nevada corporation, was incorporated
January 12, 2000. On February 18, 2000 Omni Acquisition
Corporation filed a Form 10-SB registration statement with the
Securities and Exchange Commission and was classified as a "blank
check reporting company".
Pursuant to the business combination agreement, the Company
exchanged 250,000 shares of its stock for 5,000,000 issued and
outstanding shares of Omni Acquisition Corporation. The
restricted shares will be issued from the Company's treasury
pursuant to the Securities Transaction Exemption afforded by
Section 4(2) of the Securities Act of 1933, as amended.
On May 15, 2000, Omni Acquisition Corporation, a wholly-owned
subsidiary of Tidelands Oil & Gas Corporation, was merged into
Tidelands. Tidelands was the surviving corporation and Omni was
the dissolved corporation.
As of May 15, 2000 Omni Acquisition Corporation had -0- revenues
and $5,970 of expenses for the period January 12, 2000
(inception) through May 11, 2000.
- 9 -
<PAGE>
TIDELANDS OIL & GAS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
ITEM 2 - MANAGEMENT'S PLAN OF OPERATION
- ------ ------------------------------
FORWARD LOOKING STATEMENTS
This Form 10-QSB contain forward-looking statements. For this
purpose, any statements contained in this Form 10-QSB that are
not statements of historical fact may be deemed to be
forward-looking statements. Without limiting the foregoing, words
such as "may", "will", "expect", "believe", "anticipate",
"estimate" or "continue" or the negative or other variations
thereof or comparable terminology are intended to identify
forward-looking statements. These statements by their nature
involve substantial risks and uncertainties, and actual results
may differ materially depending on a variety of factors.
PLAN OF OPERATION
The Company's plan of operation for the next twelve (12) months
through its wholly-owned subsidiaries, Tidelands Oil Corporation
and Tidelands Gas Corporation is to continue to rework existing
oil and gas wells for the purpose of achieving increased revenues
and to assist in developing its fifty percent (50%) owned gas
processing plant and fifty percent (50%) owned pipeline system
to their capacities.
In addition, subject to available funding, the Company would seek
to acquire additional oil and/or gas producing properties..
FINANCIAL CONDITIONS
The Company currently does not have the liquidity or capital
resources to fund its operations until revenues and profits
increase as described in it's "Plan of Operations" without
utilizing its one million dollar ($1,000,000) line of credit
which has been drawn in the amount of $66,425, as of March 31,
2000 or obtaining additional borrowing and/or sales of common
stock.
The Company anticipates raising further funding through
short-term and mid-term loans and/or sale of restricted common
stock to accredited investors.
- 10 -
<PAGE>
TIDELANDS OIL & GAS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
- ------ -----------------
None
ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS
- ------ -----------------------------------------
None
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
- ------ -------------------------------
None
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------ ---------------------------------------------------
None
ITEM 5 - OTHER INFORMATION
- ------ -----------------
On April 19, 2000, the Company entered into a business
combination agreement with Omni Acquisition Corporation. Omni
acquisition corporation, a Nevada corporation, was incorporated
January 12, 2000. On February 18, 2000 Omni Acquisition
Corporation filed a Form 10-SB registration statement with the
Securities and Exchange Commission and was classified as a "blank
check reporting company".
Pursuant to the business combination agreement, the Company
exchanged 250,000 shares of its stock for 5,000,000 issued and
outstanding shares of Omni Acquisition Corporation. The
restricted shares will be issued from the Company's treasury
pursuant to the Securities Transaction Exemption afforded by
Section 4(2) of the Securities Act of 1933, as amended.
On May 15, 2000, Omni Acquisition Corporation, a wholly-owned
subsidiary of Tidelands Oil & Gas Corporation, was merged into
Tidelands. Tidelands was the surviving corporation and Omni was
the dissolved corporation.
As of May 15, 2000, Omni Acquisition Corporation had -0- revenues
and $5,970 of expenses for the period January 12, 2000
(inception) through May 11, 2000.
- 11 -
<PAGE>
TIDELANDS OIL & GAS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
- ------ --------------------------------
(a) Exhibits
Exhibit Number Description
*(2.0) Business Combination Agreement
*(3.1) Articles of Incorporation of C2
Technologies, Inc.
*(3.2) Certificate of Amendment of Articles
of Incorporation of C2 Technologies, Inc.
*(3.3) By-Laws
3.4 Articles of Merger
3.5 Plan of Merger
*(21) List of Subsidiaries
(27) Financial Data Schedule
*Previously filed
(b) Reports on Form 8-K.
An 8-K current report was filed on April 19, 2000. The reported
items were Item 1-Changes in Control of Registrant; Item 2-
Acquisition or Disposition of Assets; Item 5-Other Events; and
Item 7-Financial Statements.
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: May 17, 2000
TIDELANDS OIL & GAS CORPORATION
/s/ Michael Ward
---------------
By: Michael Ward
Title: President
- 12 -
Filed Nevada Secretary of State
C3888-97
May 15, 2000
ARTICLES OF MERGER
Pursuant to the provisions of the Nevada Revised Statutes, the
undersigned corporations hereby submit the following Articles of Merger for
filing for the purpose of merging OMNI ACQUISITION CORPORATION, a Nevada
corporation ("OMNI"), into TIDELANDS OIL & GAS CORPORATION, a Nevada corporation
("TIDELANDS").
ARTICLE I
The Plan of Merger provides for merging OMNI into TIDELANDS. It has
been approved, adopted, certified and acknowledged by each of the corporations
in accordance with the laws of Nevada. The plan of merger is on file at the
principal place of business which is P.O. Box 270234, Corpus Christi, TX 78247.
A copy of the agreement of merger will be furnished on request and without cost
to any shareholder of any corporation that is a party to the merger.
A. OMNI was organized under the laws of Nevada.
B. TIDELANDS was organized under the laws of Nevada.
ARTICLE II
The merger was duly approved by the unanimous consent of the directors
of TIDELANDS and OMNI. The shareholder of OMNI approved the merger by unanimous
consent. A single class of common stock was entitled to vote totaling 5,000,000
shares all of which voted for the merger. This consent was sufficient for
approval of the plan of merger. No Tidelands shareholder vote was required.
ARTICLE III
The surviving corporation will be TIDELANDS OIL & GAS CORPORATION, a
Nevada corporation. The disappearing corporation will be OMNI ACQUISITION
CORPORATION, a Nevada corporation.
DATED this 5th day of May, 2000.
TIDELANDS OIL & GAS CORPORATION
By: /s/ Michael R. Ward By: /s/ Royis Ward
--------------------- ----------------------
Name: Michael Ward Name: Royis Ward
Title: President Title: Secretary
ARTICLES OF MERGER: 2
<PAGE>
OMNI ACQUISITION CORPORATION
By: /s/ Michael R. Ward By: /s/ Michael R. Ward
--------------------------- ----------------------
Name: Michael Ward Name: Michael Ward
Title: President Title: Secretary
STATE OF TEXAS )
) ss:
County of Nueces )
On this 11th day of May, 2000, personally appeared before me Michael
Ward and Royis Ward known to me to be the corporate officers who subscribed
their names above on behalf of each corporation, in their capacities as the
stated officers, and who signed this instrument as the free and voluntary act
and deed of the corporations for the uses and purposes set forth therein.
/s/ Stacy L. McWhorter
-----------------------
NOTARY PUBLIC in and for the
State of Texas. Residing at:
Commission expires: 1/21/04
PLAN OF MERGER
This Plan of Merger is made and entered into this 5th day of May, 2000,
by and between TIDELANDS OIL & GAS CORPORATION, a Nevada corporation,
("TIDELANDS" or the "Surviving corporation"), and OMNI ACQUISITION CORPORATION,
a Nevada corporation, ("OMNI" or the "Disappearing Corporation").
RECITALS
A. TIDELANDS is a corporation organized and existing under the laws of
the State of Nevada and has authorized capital stock consisting of 100,000,000
shares of common stock, par value $0.001 per share, of which 17,640,489 shares
are issued and outstanding.
B. OMNI is a corporation in organization under the laws of the State of
Nevada and has authorized capital stock consisting of 25,000,000 shares, par
value $0.001 per share, of which 5,000,000 shares are issued and outstanding
being owned by Tidelands.
<PAGE>
C. The Board of Directors of TIDELANDS and OMNI, respectively, deem it
advisable for OMNI to merge with and into TIDELANDS.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, TIDELANDS and OMNI hereby agree to the following Plan of
Merger:
1. Names of Constituent Corporations. OMNI will merge with and into
TIDELANDS. TIDELANDS will be the Surviving Corporation.
2. Terms and Conditions of Merger. The effective date of merger will be
the date upon which the Articles of Merger are filed with the Nevada Secretary
of State. Upon the effective date of the merger the separate corporate existence
of OMNI will cease; title to all real estate and other property owned by OMNI
will be vested in TIDELANDS without reversion or impairment; and the Surviving
Corporation will have all liabilities of OMNI. Any proceeding pending by or
against OMNI may be continued as if such merger did not occur, or the Surviving
Corporation may be substituted in the proceeding for OMNI.
3. Governing Law. The laws of the State of Nevada will govern the
Surviving Corporation.
4. Name. The name of the Surviving Corporation will be TIDELANDS OIL &
GAS CORPORATION.
5. Registered Office. The present address of the registered office of
the Surviving and Disappearing corporation's is P.O. Box 270234, Corpus Christi,
Texas 78247.
6. Accounting. The assets and liabilities of TIDELANDS and OMNI
(collectively the "Constituent Corporations") as of the effective date of the
merger will be taken up on the books of the Surviving Corporation at the amounts
at which they are carried at that time on the respective books of the
Constituent Corporations.
7. Bylaws. The Bylaws of TIDELANDS as of the effective date of the
merger will be the Bylaws of the Surviving Corporation until the same will be
altered or amended in accordance with the provisions thereof.
8. Directors. The directors of TIDELANDS as of the effective date of
the merger will be the directors of the Surviving Corporation until their
respective successors are duly elected and qualified.
9. Manner and Basis of Converting Shares. As of the effective date of
the merger:
<PAGE>
(a) The Surviving Corporation will retire or cancel all of the
shares of OMNI and any shares of stock of OMNI in the treasury on the
effective date of the merger will be surrendered to the Surviving
Corporation for cancellation, and no shares of the Surviving
Corporation will be issued in respect thereof.
10. Shareholder Approval. This Plan of Merger will be submitted to the
sole shareholder of OMNI for its approval in the manner provided by law. After
approval, the Articles of Merger will be filed as required under the laws of the
State of Nevada.
11. Rights of Dissenting Shareholders. Tidelands, the sole shareholder
of Omni will waive any dissenting rights.
12. Termination of Merger. This merger may be abandoned at any time
prior to the filing of Articles of Merger with the Secretary of State, upon a
vote of a majority of the Board of Directors of both TIDELANDS and OMNI. If the
merger is terminated, there will be no liability on the part of either
Constituent Corporation, their respective Boards of Directors, or shareholders.
13. Counterparts. This Plan of Merger may be executed in any number of
counterparts, and all such counterparts and copies will be and constitute an
original instrument.
IN WITNESS WHEREOF, this Plan of Merger has been adopted by the
undersigned corporations as of this 5th day of May, 2000.
TIDELANDS OIL & GAS CORPORATION OMNI ACQUISITION CORPORATION
By: /s/ Michael Ward By: /s/ Michael Ward
-------------------------- -------------------
Name: Michael Ward Name: Michael Ward
Title: President Title: President
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
</LEGEND>
<CIK> 0001107104
<NAME> TIDELANDS OIL & GAS CORPORATION
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<EXCHANGE-RATE> 1
<CASH> 4,743
<SECURITIES> 0
<RECEIVABLES> 20,916
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 34,897
<PP&E> 643,883
<DEPRECIATION> 143,711
<TOTAL-ASSETS> 4,128,275
<CURRENT-LIABILITIES> 470,890
<BONDS> 593,418
0
0
<COMMON> 17,420
<OTHER-SE> 3,066,547
<TOTAL-LIABILITY-AND-EQUITY> 4,128,275
<SALES> 16,370
<TOTAL-REVENUES> 16,370
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 242,352
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,101
<INCOME-PRETAX> (225,982)
<INCOME-TAX> 0
<INCOME-CONTINUING> (225,982)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (225,982)
<EPS-BASIC> (0.013)
<EPS-DILUTED> (0.012)
</TABLE>
