SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
Annual Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
May 31, 1997 0-8880
(For fiscal year ended) (Commission file no.)
MARITIME TRANSPORT & TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
New York 11-2196303
(State of other jurisdiction of (I-R.S. employer
incorporation or organization) Identification no.)
108 Main St.
Stamford, NY 12167-1137
(Address of principal office) (Zip code)
212-425-3158
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common stock, $.01 par value per share
Indicate by check mark whether 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 (or for such shorter period that registrant
was required to file such report(s), and (2)has been subject to such filing
requirements for the past 90 days.
Yes X No ____
$ as of May 31, 1997
(Aggregate market value of the voting stock
held by non-affiliates of registrant)
38,985,549 shares, $.Ol par value, as of May 31, 1997
(Number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date)
DOCUMENTS INCORPORATED BY REFERENCE
INTO Part I
Annual Report of Registrant on Form 10-K for the
fiscal year ended May 31, 1988
PART I
ITEM 1. BUSINESS
Maritime Transport & Technology, Inc. (the "Registrant") was incorporated
under the laws of the State of New York on June 26, 1968 under the name of
"Inter-County Premium Advancing Corp." On May 2, 1976, Registrant acquired 100%
(1,300,000 shares) of the issued and outstanding common stock, $.Ol par value
per share, of Delhi Chemicals, Inc., a New York corporation, in exchange for an
aggregate of 1,300,000 newly-issued shares of the common stock of Registrant.
The foregoing constituted a tax-free exchange within the meaning of Section 368
(A)(1)(B) of the Internal Revenue Code of 1954 as amended. On June 22, 1976,
pursuant to a Certificate of Merger filed with the Secretary of State-of New
York, Delhi chemicals, Inc. was merged into the Registrant and Registrant
amended its certificate of incorporation so as to change its name to "Delhi
Chemicals, Inc." in January and April of 1981, respectively, pursuant to
shareholder approval granted at a meeting of Registrant's shareholders held on
November 25, 1980, Registrant's certificate of incorporation was amended so as
to change its authorized common stock from 4,000,000 to 6,000,000 shares, and
its name to "Delhi Consolidated Industries, Inc."
From May 1976 until the Fall of 1983, Registrant was engaged in the
furniture refinishing products business as the distributor and franchiser of
"Houck's Process" furniture and metal stripping and refinishing products. In the
Fall of 1983, after experiencing eight (8) successive fiscal quarters in which
operating losses were incurred, Registrant discontinued all active business
operations. Registrant has not engaged in any active business operations since
such discontinuance.
On June 22, 1983, Registrant's shareholders approved a one-for-two reverse
split of all of Registrant's issued and outstanding common stock, $.Ol par
value, per share, effective July 27, 1983, resulting in there being 4,886,347
shares of Registrant's common stock outstanding after such reverse-split.
Subsequently, Registrant rescinded the issuance of 680,000 Shares for
non-delivery of consideration. (See Note 6E) Accordingly, there were 9,311,019
shares of common stock issued and outstanding. All references to the issued and
outstanding stock of Registrant, appearing hereinafter in this report, give
effect to the foregoing stock split.
In December, 1987, The Company agreed to purchase from Maritime Transport
and Technology, Inc. patents, metal forging engineering designs and technology.
The Company issued 4,990,000 shares of common stock to Maritime for the
acquisition, as a partial payment of a total consideration of 11,185,933 shares
of common stock and 7,100 shares of preferred stock. Subsequently, additional
shares were issued, primarily in exchange for cancellation of debt owed to James
Howell, President of the Company, bringing the total number of shares issued and
outstanding to 38,985,549.
The Company is presently inactive and has no operations. The Company's
current business plan is limited to seeking to acquire, in exchange for
securities of the Company, assets or a business. No agreements regarding
acquisition of any such assets have been entered into as of the date of this
Form 10-KSB.
<PAGE>
ITEM 2. PROPERTIES
Registrant has no operations, and does not lease or own any properties or
equipment. The Company's President provides the Company with limited office
space in his offices at no charge.
ITEM 3. LEGAL PROCEEDINGS
As at May 31, 1997 and the filing date hereof, no material legal
proceedings were pending to which the Registrant or any of its property is
subject, nor to the knowledge of the Registrant are such legal proceedings
threatened.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Registrant submitted no matters to a vote of its security holders during
its fiscal year ended May 31, 1997.
PART II
ITEM 5. MARKET FOR REGISTRANTIS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(a) The company's Common Stock has not been traded since 1993.
(b) As of May 31, 1997, there were approximately 894 holders of
the Company's Common Stock.
(c) No dividends were paid during the fiscal year ending May 31, 1997.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION. For the year ended May 31, 1996 and 1997
------------------------------------------------------------
Except for the description of historical facts contained herein, this Form
10Q-SB contains certain forward looking statements that involve risks and
uncertainties as detailed herein and from time to time in the Company's filings
with the Securities and Exchange Commission and elsewhere. Such statements are
based on management's current expectations and are subject to a number of
factors and uncertainties which could cause actual results to differ materially
from those described in the forward-looking statements. These factors include,
among others, the Company's fluctuations in sales and operating results, risks
associated with international operations and regulatory, competitive and
contractual risks and product development.
Results of operations for the year ended May 31, 1997 as compared
to the year ended May 31, 1996
Revenues were $53,536 for the year ended May 31, 1997 as compared to
$127,100 for the year ended May 31, 1996. Costs of goods sold for the year ended
May 31, 1997, were $0 as compared to $0 for the year ended May 31, 1996
representing a cost of goods sold percentage of 0% for the three months ended
May 31, 1997 as compared to 0% for the three months ended May 31, 1996. The cost
of goods sold percentage during fiscal 1997 remains approximately consistent
with the percentage during fiscal 1996.
General and administrative costs for the year ended May 31, 1997 were
$58,108, an increase of $66,367 over expenses of $124,475 for the year ended May
31, 1996.
Liquidity and capital resources as of the end of the year ended May 31,
1997. -
The Company's cash balance was $53 and negative working capital was $1,527
as at May 31, 1997. The Company's primary short-term needs for capital, which
are subject to change, are for its continued existence and to find a new
business purpose.
Income tax: As of May 31, 1997, the Company has a tax loss carry-forward of
$386,372. The Company's ability to utilize its tax credit carry-forwards in
future years will be subject to an annual limitation pursuant to the "Change in
Ownership Rules" under Section 382 of the Internal Revenue Code of 1986, as
amended. However, any annual limitation is not expected to have a material
adverse effect on the Company's ability to utilize its tax credit
carry-forwards.
The Company believes that its available cash and cash from operations and
the willingness of managment to provide for the cash needs of the Company will
be sufficient to satisfy its funding needs for at least the next 12 months.
Thereafter, if cash generated from operations is insufficient to satisfy the
Company's working capital and capital expenditure requirements, the Company may
be required to sell additional equity or debt securities or obtain additional
credit facilities. There can be no assurance that such financing, if required,
will be available on satisfactory terms, if at all.
ITEM 7. FINANCIAL STATEMENTS
The financial statements are attached hereto at page XX.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
The Company did not change accountants for the fiscal year ending May 31, 1997.
<PAGE>
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS OF REGISTRANT
<TABLE>
<CAPTION>
Name Age Position
<S> <C> <C>
James A. Howell 51 President and Chief
Executive Officer
Frederick P. Hueber 62 Director
</TABLE>
James A. Howell. Mr. Howell has been President and a director of the
Company since 1988. Mr. Howell is also president and a principal of Abbott
Warwick & Co., Ltd., a firm specializing in financial management, planning, and
advisory services to foreign financial institutions and domestic corporations.
From 1971 to 1982, Mr. Howell was employed, in various capacities, by Chemical
Bank, New York. His position at Chemical Bank included marketing officer, deputy
general manager, and manager. Mr. Howell was appointed a vice president by such
institution in 1978. In 1968, he received a B.S. in Economics from the
University of Bridgeport, and from 1968 to 1970 Mr. Howell served in the U.S.
Army.
Frederick P. Hueber. Captain Hueber has been a director of the Company
since 1988. Captain Hueber has been, since 1982 , the president of Hueber
Associates, Inc., a technical marketing and management consulting corporation,
which provides expert support in areas related to defense and commercial
systems, with special expertise and experience in management, research and
development, acquisitions, technology transfer control, industrial base
initiatives and offset and counter-trade development and accommodation. Prior to
1982, Captain Hueber served in the military, a career which began in 1956 as a
naval aviator. During his 27 years of service, he served in all fields of
aviation command and management structures. He was an experimental test pilot
for four years and held squadron command, and then moved into management at
staff levels for both the Chief of Naval Operations and the Chief of Naval
Material. Captain Hueber received a B.S. in mathematics from Villanova
University, graduated from the U.S. Navy Test Pilot School, received a M.S. in
science and business from the University of Rochester, attended the Industrial
College of Armed Forces, and attended the Executive Development-Business program
at the University of Virginia.
ITEM 10. EXECUTIVE COMPENSATION
No compensation was paid to any officer or director of the Company during
the fiscal year ending May 31, 1997.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to the share
ownership, as of May 31, 1997, of those persons known to Registrant to be the
beneficial owners of more than 5% of Registrant's common stock, $.Ol par value,
and by Re-gistrant's officers and directors:
<TABLE>
<CAPTION>
Number of Percentage
Name Shares of shares
Owned owned
<S> <C> <C>
James A. Howell 4,680,000 12%
161 W. 15th Street
New York, NY 10011
Maritime Transport & 20,129,975 51.6%
Technology, Inc.
161 W. 15th Street
New York, NY 10011
Booth Graham & Nunez 4,727,900 12.1%
439 East 76th Street
New York, NY 10021
</TABLE>
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There were no related party transactions during the fiscal year ended May
31, 1997.
Item 13. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND REPORTS ON FORM 8-K
(a) All required exhibits are incorporated herein by reference from
the Company's Form 10-K filed for the year ending May 31, 1988.
(b) No Financial Statement Schedules or reports on Form 8-K are
required to be filed herewith.
<PAGE>
THOMAS MONAHAN
CERTIFIED PUBLIC ACCOUNTANT
208 LEXINGTON AVENUE
PATERSON, NEW JERSEY 07502
Voice (973) 790-8775
Fax (973) 790-8845
To The Board of Directors and Shareholders
of Maritime Transport & Technology, Inc. ( a development stage company)
I have audited the accompanying balance sheet of Maritime Transport &
Technology, Inc. ( a development stage company) as of May 31, 1997 and the
related statements of operations, cash flows and shareholders' equity for the
years ended May 31, 1996 and 1997. These financial statements are the
responsibility of the company's management. My responsibility is to express an
opinion on these financial statements based on my audit. I conducted my audit in
accordance with generally accepted auditing standards. Those standards require
that I 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 and significant estimates made by management, as well as evaluating
the overall financial statement presentation. I believe that our audit provides
a reasonable basis for my opinion. In my opinion, the financial statements
referred to above present fairly, in all material respects, the financial
position of Maritime Transport & Technology, Inc. ( a development stage company)
as of May 31, 1997 and the related statements of operations, cash flows and
shareholders' equity for the years ended May 31, 1996 and 1997 in conformity
with generally accepted accounting principles. The accompanying financial
statements have been prepared assuming that Maritime Transport & Technology,
Inc. ( a development stage company) will continue as a going concern. As more
fully described in Note 2, the Company has incurred operating losses since
inception and requires additional capital to continue operations. These
conditions raise substantial doubt about the Company's ability to continue as a
going concern. Management's plans as to these matters are described in Note 2.
The financial statements do not include any adjustments to reflect the possible
effects on the recoverability and classification of assets or the amounts and
classifications of liabilities that may result from the possible inability of
Maritime Transport & Technology, Inc. (a development stage company) to continue
as a going concern.
April 14, 1998
Paterson, New Jersey
<PAGE>
<TABLE>
<CAPTION>
MARITIME TRANSPORT & TECHNOLOGY, INC.
(A Development Stage Company)
BALANCE SHEET
May 31, 1997
Assets
Current assets
<S> <C>
Cash $53
Total assets $53
Liabilities and Stockholders' Equity
Current liabilities
Accrued taxes $1,580
Capital stock
Common stock-authorized 80,000,000 common shares, par value
$.01 each, at May 31, 1997 the shares outstanding was 38,484,549
384,845
Additional paid in capital -0-
Deficit accumulated during development stage (386,372)
Total stockholders' equity (1,527)
Total liabilities and stockholders' equity $53
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MARITIME TRANSPORT & TECHNOLOGY, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
From the date of
For the year For the year reorganization
ended ended (June 1, 1994) to
May 31, May 31, May 31,
1996 1997 1997
<S> <C> <C> <C>
Income $127,100 $53,536 $220,636
Less cost of goods sold -0- -0-
-0-
Gross profit 127,100 53,536 220,636
Operations:
General and administrative 124,475 58,108 220,628
Depreciation and amortization -0- -0-
Total expense 124,475 58,108 220,628
Net profit before Federal Income 2,625 (4,572) 8
taxes
Federal Income tax 354 1,580
Net Profit (Loss) 2,271 $(4,572) $(1,572
Net income (loss) per share $0.00 $(0.00) $0.00
Number of shares outstanding 38,484,549 38,484,549 38,484,549
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
MARITIME TRANSPORT & TECHNOLOGY, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the period
from
For the year For the year reorganization
ended ended (June 1, 1994) to
May 31, May 31, May 31,
1996 1997 1997
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C> <C>
Net loss $1,866 $(5,377) $(1,527)
Depreciation -0- -0- -0-
Adjustments
Accrued expenses 759 805 1,580
TOTAL CASH FLOWS FROM OPERATIONS 2,625 (4,572) 53
NET INCREASE (DECREASE) IN CASH 2,625 (4,572) 53
CASH BALANCE BEGINNING OF PERIOD 2,000 4,625 -0-
CASH BALANCE END OF PERIOD $4,625 $53 $53
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MARITIME TRANSPORT & TECHNOLOGY, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS EQUITY
Additional Accumulated
Common Stock Common paid in deficit during
Stock capital development stage Total
<S> <C> <C> <C> <C> <C> <C>
June 1, 1994 38,484,549 384,845 $-0- $(384,845) $-0-
May 31, 1995 Net profit 1,579 1,579
May 31, 1995 38,484,549 $384,845 $-0- $(383,266) $1,579
May 31, 1996 Net profit 2,271 2,271
May 31, 1996 38,484,549 384,845 $-0- (380,995) 3,850
May 31, 1997 Net loss (5,377) (5,377)
May 31, 1997 38,484,549 384,845 $-0- $(386,372) $(1,527)
</TABLE>
Note 1. Organization of Company and Issuance of Common Stock
a. Creation of the Company
Maritime Transport & Technology, Inc. (the "Company") was formed under the
laws of the State of New York on June 26, 1968 under the name of Inter-County
Premium Advancing Corp. with an authorized capital of 200 common shares, no par
value. On May 21, 1969, the Company amended its certificate of incorporation
changing its name to Intercounty Premium Advancing Corp. and amending the
authorized number of shares to 2,000,000, $.01 par value. On November 15, 1971,
the Company amended its certificate of incorporation changing its name to IPA
Enterprises Corp. On June 22, 1976, the Company amended its certificate of
incorporation changing its name to Delhi Chemicals, Inc. On April 2, 1981 the
Company amended its certificate of incorporation changing its name to Delhi
Consolidated Industries, Inc. On April 11, 1989, the Company amended its
certificate of incorporation changing its name to Maritime Transport &
Technology, Inc. and increasing the number of shares authorized to 40,000,000
common shares with a par value of $.01. A correction to the amendment to the
certificate of incorporation dated April 11, 1989 was filed changing the number
of common shares authorized to issue to 80,000,000 shares, $.01 par value.
b. Description of the Company
The Company was dormant until 1994, when management entered the business of
rendering financial consulting services.
c. Issuance of Common Stock
The number of common shares outstanding at May 31, 1997 is 38,484,549. No
other shares have been issued.
Note 2-Summary of Significant Accounting Policies
a. Basis of Financial Statement Presentation
The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The Company incurred net losses of
$386,372 for the period from inception, June 26, 1968 to May 31, 1997. These
factors indicate that the Company's continuation as a going concern is dependent
upon its ability to obtain adequate financing. The Company's expenses are being
paid by management. The Company will require additional funds to finance its
business activities on an ongoing basis and enter into a profitable business.
The Company's future capital requirements will depend on numerous factors
including, but not limited to, continued progress in finding a profitable
business activity. The Company plans to engage in such ongoing financing efforts
on a continuing basis.
The financial statements presented consist of the balance sheet of as of
May 31, 1997 and the related statements of operations, retained earnings and
cash flows for the years ended May 31, 1996 and 1997.
b. Cash and Cash Equivalents
The Company treats temporary investments with a maturity of less than
three months as cash.
d. Earnings per share
Earnings per share have been computed on the basis of total number of
shares outstanding at May 31, 1997. On that date there were 38,484,549
common shares outstanding.
e. Revenue recognition
Revenue is recognized when products are shipped or services are
rendered.
f. Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that effect the reported amounts of assets
and liabilities and disclosure of contingent 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.
Note 3 - Related Party transactions
a. Leased Office Space
The Company leases office space from the Company's President rent
free on a month to month basis at Apt. 7A, 161 West 15th Street, New
York, N.Y. 1011.
b. Officer Salaries
No officer received a salary or other benefits in excess of $100,000.
Note 4 - Marketable Securities, Available for Sale
The Company adopted Financial Accounting Standards Board ("FASB") Statement
No. 115, "Accounting for Certain Investments in Debt and Equity Securities",
which requires that investments in equity securities that have readily
determinable fair values and investments in debt securities be classified in
three categories: held-to-maturity, trading and available-for-sale. Based on the
nature of the assets held by the Company and Management's investment strategy,
the Company's investments have been classified as available-for-sale. Management
determines the appropriate classification of debt securities at the time of
purchase and reevaluates such designation as of each balance sheet date.
Securities classified as available-for-sale are carried at estimated fair value,
as determined by quoted market prices, with unrealized gains and losses, net of
tax, reported in a separate component of stockholders' equity. At May 31, 1997,
the Company had no investments that were classified as trading or
held-to-maturity as defined by the Statement.
The following is a summary of cash, cash equivalents and available-for-sale
securities by balance sheet classification at May 31, 1997:
<TABLE>
<CAPTION>
Gross Gross Estimated
Unrealized Unrealized Fair
` Cost Gains Gains Value
------ ------------- ------------- -------------
<S> <C> <C>
Cash $53 $53
Total cash and
cash equivalents $53 $53
== ===
</TABLE>
Note 5 - Income Taxes
The Company provides for the tax effects of transactions reported in the
financial statements. The provision if any, consists of taxes currently due plus
deferred taxes related primarily to differences between the basis of assets and
liabilities for financial and income tax reporting. The deferred tax assets and
liabilities, if any, represent the future tax return consequences of those
differences, which will either be taxable or deductible when the assets and
liabilities are recovered or settled. As of May 31, 1996 and 1997, the Company
had no material current tax liability, deferred tax assets, or liabilities to
impact on the Company's financial position because the deferred tax asset
related to the Company's net operating loss carryforward and was fully offset by
a valuation allowance.
At May 31, 1997, the Company has net operating loss carry forwards for
income tax purposes of $386,372. These carryforward losses are available to
offset future taxable income, if any, and expire in the year 2010. The Company's
utilization of this carryforward against future taxable income may become
subject to an annual limitation due to a cumulative change in ownership of the
Company of more than 50 percent.
The components of the net deferred tax asset as of May 31, 1997 are as
follows:
<TABLE>
<CAPTION>
Deferred tax asset:
<S> <C>
Net operating loss carry forward $ 131,355
Valuation allowance $( 131,366)
Net deferred tax asset $ -0-
</TABLE>
The Company recognized no income tax benefit for the loss generated for the
year ended May 31, 1996 and 1997.
The Company recognized no income tax benefit from the loss generated in the
year ended May 31, 1997. SFAS No. 109 requires that a valuation allowance be
provided if it is more likely than not that some portion or all of a deferred
tax asset will not be realized. The Company's ability to realize benefit of its
deferred tax asset will depend on the generation of future taxable income.
Because the Company has yet to recognize significant revenue from the sale of
its products, the Company believes that a full valuation allowance should be
provided.
Note 6 - Commitments and Contingencies
a. Financial consulting Agreements
During the year, the Company entered into various financial consulting
agreements with various clients under similar terms and conditions. As of May
31, 1997, all financial consulting relationships had been completed.
b. Contingent Liabilities
As of May 31, 1997, the Company had no other commitments or liabilities
pending.
Note 7 - Business and Credit Concentrations
The amount reported in the financial statements for cash, trade accounts
receivable and investments approximates fair market value. Because the
difference between cost and the lower of cost or market is immaterial, no
adjustment has been recognized and investments are recorded at cost.
Financial instruments that potentially subject the company to credit risk
consist principally of trade receivables. Collateral is generally not required.
Note 8 - Development Stage Company
The Company is considered to be a development stage company with minimal
operations. The Company is dependent upon the financial resources of the
Company's management for its continued existence. The Company will also be
dependent upon its ability to raise additional capital to engage in any business
activitiy. Since its re-organization, the Company's activities have been limited
to maintaining the Company's existence, rendering some financial consulting
services and is seeking profitable business operations.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
DATE: May 2, 1998 By: /s/ George Bergleitner
GEORGE BERGLEITNER
President, Chief Executive and
Financial Officer
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
DATE: May 2, 1998 By: /s/ George Bergleitner
George Bergleitner
President, Director
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
financial statements for the three month period ended May 31, 1997 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000027850
<NAME> MARITIME TRANSPORT & TECHNOLOGY, INC.
<MULTIPLIER> 1
<CURRENCY> $
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> May-31-1997
<PERIOD-START> Mar-01-1997
<PERIOD-END> May-31-1997
<EXCHANGE-RATE> 1
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> .00
<EPS-DILUTED> .00
</TABLE>
